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Published: 2008-03-26

Credit Agreement - AnnTaylor Global Sourcing Inc. and The Hongkong and Shanghai Banking Corp. Ltd.



                     CREDIT AGREEMENT

                     CREDIT AGREEMENT
                ANNTAYLOR GLOBAL SOURCING, INC.
                (formerly known as CAT US, Inc.)



                           ---------


             AMENDED AND RESTATED CREDIT AGREEMENT


                 Dated as of September 20, 1996


                           ---------




               THE HONGKONG AND SHANGHAI BANKING
                      CORPORATION LIMITED,
                        NEW YORK BRANCH
=====================================================================

                       TABLE OF CONTENTS
                       -----------------

  SECTION 1.   DEFINITIONS AND ACCOUNTING MATTERS.              1
               ----------------------------------
            1.01   Certain Defined Terms                        1
                   ---------------------
            1.02   Accounting Terms and Determinations         11
                   -----------------------------------
  
  
  SECTION 2.   THE CREDIT FACILITIES                           11
               ---------------------
            2.01   Facilities                                  11
                   ----------
            2.02   Letters of Credit                           12
                   -----------------
            2.03   Loans                                       13
                   ------
            2.04   Certain Fees                                13
                   ------------
            2.05   Credit Offices                              14
                   --------------
            2.06   Extension of Termination Date               14
                   -----------------------------


  SECTION 3.   PAYMENTS OF PRINCIPAL AND INTEREST.             14
               ----------------------------------
             3.01  Repayments of Reimbursement Obligations 
                   ---------------------------------------
                   and Loans                                   14
                   ---------
            3.02   Interest                                    14
                   --------
            3.03   Optional Prepayments of Loans               15
                   -----------------------------
            3.04   Mandatory Prepayments of Loans              15
                   ------------------------------


  SECTION 4.   PAYMENTS; COMPUTATIONS; ETC.                    15
               ----------------------------
            4.01   Payments                                    15
                   --------
            4.02   Computations                                16
                   ------------
            4.03   Setoff                                      16
                   ------
            4.04   Minimum Amounts                             16
                   ---------------
            4.05   Certain Notices                             16
                   ---------------


  SECTION 5.   YIELD PROTECTION                                17
               -----------------
  
  
  SECTION 6.   CONDITIONS PRECEDENT                            18
               --------------------
            6.01   Initial Credits                             18
                   ---------------
            6.02   Subsequent Credits                          20
                   ------------------
  
  
  SECTION 7.   REPRESENTATIONS AND WARRANTIES                  20
               ------------------------------
            7.01   Corporate Existence                         20
                   -------------------
            7.02   Financial Condition                         20
                   -------------------
            7.03   Litigation                                  21
                   ----------
            7.04   No Breach                                   21
                   ---------
            7.05   Corporate Action                            21
                   ----------------
            7.06   Approvals                                   21
                   ----------
            7.07   Use of Credits                              22
                   --------------
            7.08   ERISA                                       22
                   -----
            7.09   Taxes                                       22
                   -----
            7.10   Investment Company Act                      22
                   ----------------------
            7.11   Public Utility Holding Company Act          22
                   ----------------------------------
            7.12   Credit Agreements                           22
                   -----------------
            7.13   Hazardous Materials                         22
                   -------------------
            7.14   Subsidiaries                                23
                   ------------


  SECTION 8.   COVENANTS OF THE COMPANY                        23
               ------------------------
            8.01   Financial Statements                        23
                   --------------------
            8.02   Litigation                                  25
                   ----------
            8.03   Corporate Existence, Etc.                   25
                   ------------------------
            8.04   Insurance                                   26
                   ----------
            8.05   Prohibition of Fundamental Changes          26
                   ----------------------------------
            8.06   Limitation on Liens                         26
                   -------------------
            8.07   Indebtedness                                27
                   -------------
            8.08   Investments                                 28
                   -----------
            8.09   Dividend Payments                           28
                   -----------------
            8.10   Leverage Ratio                              28
                   --------------
            8.11   Net Worth                                   28
                   ---------
            8.12   Current Ratio                               29
                   -------------
            8.13   Subordinated Indebtedness                   29
                   -------------------------
            8.14   Lines of Business                           29
                   ------------------
            8.15   Transactions with Affiliates                29
                   ----------------------------
            8.16   Use of Proceeds                             30
                   ---------------
            8.17   AT Credit                                   30
                   ---------
            8.18   Amendments to Other Documents               30
                   -----------------------------
            8.19   Audit of Inventory and Accounts Receivable  30
                   ------------------------------------------
            8.20   Sales to AT                                 30
                   ------------
            8.21   Operating Account                           30
                   -----------------
            8.22   Additional Subsidiaries                     30
                   ------------------------


  SECTION 9.   EVENTS OF DEFAULT AND REMEDIES                  31
               -------------------------------
  
  
  SECTION 10.   MISCELLANEOUS                                  33
                -------------
            10.01   Waiver                                     33
                    ------
            10.02   Notices                                    34
                    -------
            10.03   Expenses, Etc.                             35
                    -------------
            10.04   Amendments, Etc.                           35
                    ----------------
            10.05   Successors and Assigns; Assignment         35
                    ----------------------------------
            10.06   Assignments and Participations             35
                    ------------------------------
            10.07   Survival                                   36
                    --------
            10.08   Captions                                   36
                    --------
            10.09   Counterparts                               36
                    ------------
            10.10   Governing Law; Submission to Jurisdiction  36
                    -----------------------------------------
            10.11   Waiver of Jury Trial                       37
                    --------------------
            10.12   Severability                               37
                    -------------


Signature Page



Schedule 7.12  -    Credit Agreements
Schedule 8.07  -    Indebtedness
Schedule 8.08  -    Investments

Exhibit A -         Form of Note
Exhibit B -         Security Agreement
Exhibit C -         Letter of Negative Pledge
Exhibit D -         Form of AT Credit
Exhibit E      -    Sales Agreement
Exhibit F -         Borrowing Base Certificate
Exhibit G -         Commitment Letter
Exhibit H -         Form of Opinion of Company Counsel















====================================================================

           AMENDED  AND  RESTATED CREDIT AGREEMENT  dated  as  of

September  20,  1996  between  ANNTAYLOR  GLOBAL  SOURCING,  INC.

(formerly  known  as CAT US, Inc.), a Delaware  corporation  (the

"Company"),  and  THE  HONGKONG AND SHANGHAI BANKING  CORPORATION
 -------
LIMITED,  a  foreign banking corporation acting through  its  New

York  Branch  (the  "Bank").  Unless otherwise  defined  in  this
                     ----
heading  or in the recitals to this Agreement, all terms used  in

this  heading  and in such recitals have the respective  meanings

set forth in Section 1.01 of this Agreement.






                     W I T N E S S E T H :




           WHEREAS,  the Company is presently the subject  of  an

acquisition  in accordance with the terms and conditions  of  the

Stock and Asset Purchase Agreement, pursuant to which the Company

shall become a wholly-owned subsidiary of AT;

           
           
           WHEREAS,  on  the date hereof, there exists  a  credit

facility  up  to  an  aggregate  face  or  principal  amount   of

$40,000,000  between the Bank and the Company, which facility  is

evidenced  by  a  related credit agreement (the "Existing  Credit
                                                 ----------------
Agreement");
- ---------


           WHEREAS,  the Company has requested the amendment  and

modification  of  certain  provisions  of  the  Existing   Credit

Agreement; and

           
           
           WHEREAS,  the Company has requested that the  Existing

Credit  Agreement,  as amended prior to the date  hereof  and  as

amended  and  modified hereby, be restated  in  its  entirety  to

reflect such amendment and modification;



           NOW  THEREFORE,  the  parties hereto  agree  that  the

Existing Credit Agreement is hereby amended and restated  in  its

entirety as follows:



              SECTION 1.  DEFINITIONS AND ACCOUNTING MATTERS.
                          ----------------------------------
                
                
              1.01   Certain  Defined  Terms.   As  used  herein,  the
                     -----------------------
following  terms  shall have the following  meanings  (all  terms

defined  in  this  Section 1.01 or in other  provisions  of  this

Agreement in the singular to have the same meanings when used  in

the plural and vice versa):
               ----------


           "Affiliate"  shall mean, as to any Person,  any  other
            ---------
Person  which directly or indirectly controls, or is under common

control  with,  or  is controlled by, such Person  and,  if  such

Person  is  an  individual, any member of  the  immediate  family

(including  parents, spouse and children) of such individual  and

any  trust whose principal beneficiary is such individual or  one

or  more members of such immediate family and any Person  who  is

controlled  by  any  such  member  or  trust.  As  used  in  this

definition, "control" (including, with its correlative  meanings,
             -------
"controlled  by"  and  "under common control  with")  shall  mean
 --------------         --------------------------
possession, directly or indirectly, of power to direct  or  cause

the   direction  of  management  or  policies  (whether   through

ownership   of  securities  or  partnership  or  other  ownership

interests,  by  contract or otherwise),  provided  that,  in  any
                                         --------
event,  (i)  any  Person which owns directly or  indirectly  five

percent  (5%)  or  more of the securities having ordinary  voting

power for the election of directors or other governing body of  a

corporation  or  five percent (5%) or more of the partnership  or

other  ownership interests of any other Person (other than  as  a

limited  partner of such other Person) will be deemed to  control

such   corporation  or  other  Person,  and  (ii)  no   financial

institution, mutual fund or investment banking firm shall  be  an

Affiliate  of the Company unless it owns, directly or indirectly,

at  least  twenty percent (20%) of the securities of the Company.

Notwithstanding the foregoing, no individual shall be  deemed  to

be  an Affiliate of a corporation solely by reason of his or  her

being an officer or director of such corporation and a Person and

its  subsidiaries  shall not be deemed to be Affiliates  of  each

other.



           "Alternative Credit Office" shall mean any  office  of
            -------------------------
the Bank other than the Bank's New York Office.



            "AT"   shall   mean  AnnTaylor,  Inc.,   a   Delaware
             --
corporation.

           
           
           "ATSC"  shall  mean  AnnTaylor Stores  Corporation,  a
            ----
Delaware corporation.

           
           
           "AT Credit" shall mean the standby letter of credit in
            ---------
the face amount of $8,000,000 issued on behalf of AT in favor  of

the  Bank by a bank acceptable to the Bank substantially  in  the

form of Exhibit D hereto.



          "AT Facility Agreement" shall mean that certain Amended
           ---------------------
and  Restated  Credit Agreement dated as of  September  29,  1995

among  AT, Bank of America National Trust and Savings Association

and  the  other financial institutions party thereto, as amended,

supplemented  or otherwise modified and in effect  from  time  to

time.



           "Applicable Credit Office" shall mean, with respect to
            ------------------------
each  type  of Credit, the Bank's New York Office or  such  other

office of the Bank as the Bank may from time to time designate as

the  office at which its Credits of such type are to be  extended

and maintained.



           "Available  Facility" shall mean, as at  any  date  of
            -------------------
determination  thereof, the amount equal to  the  excess  of  the

Total  Facility  over  the aggregate sum of (i)  the  outstanding

amount  of  all Reimbursement Obligations, (ii) the undrawn  face

amount of all issued Letters of Credit, and (iii) the outstanding

principal amount of all Loans.



           "Bank's New York Office" shall mean the New York  City
            ----------------------
office of the Bank, presently located at 140 Broadway, New  York,

New York 10005.



           "Basle  Accord" shall mean the proposals for a risked-
            -------------
based  capital  framework described by  the  Basle  Committee  on

Banking  Regulations  and  Supervisory  Practices  in  its  paper

entitled  "International Convergence of Capital  Measurement  and

Capital  Standards" dated July 1988, as modified and supplemented

and in effect from time to time.



            "Borrowing  Base"  shall  mean,  as  at  any  day  of
             ---------------
determination thereof, the sum of (i) 80% of the aggregate amount

of  Eligible  Receivables  at said date  plus  (ii)  60%  of  the
                                         ----
aggregate  amount  of  Eligible Inventory  at  said  date,  which

Eligible  Inventory shall in no event exceed  $4,000,000  in  the

aggregate prior to such fractional reduction, plus (iii)  60%  of
                                              ----
the  aggregate face amount of all undrawn Letters  of  Credit  at

said  date plus (iv) the undrawn face amount of the AT Credit  at
           ----
said  date  minus  (v) an amount equal to two times  the  average
            -----
monthly  commissions or processing fees (to the extent  such  are

included   in   the   value  of  Inventory)  paid   to   bailees,

warehousemen, terminal operators, Processors (as defined  in  the

definition  of  "Eligible Inventory" set forth  in  this  Section

1.01)  or  other third parties with whom the Company  has  lodged

Inventory during the period of two fiscal quarters most  recently

ended on or before such date.



           "Borrowing Base Certificate"  shall mean a certificate
            --------------------------
of  the  executive vice president or the senior vice president  -

finance  of the Company, in substantially the form of  Exhibit  F

hereto and appropriately completed.



           "Business  Day" shall mean any day on which commercial
            -------------
banks are not authorized or required to close in New York City.



           "CAT" shall mean, collectively, the Company and C.A.T.
            ---
(Far East) Limited, a Hong Kong corporation.

           
           
           "CDI"  shall  mean  Cygne Designs,  Inc.,  a  Delaware
            ---
corporation.



           "Capital  Lease  Obligations" shall mean,  as  to  any
            ---------------------------
Person,  the  obligations of such Person to  pay  rent  or  other

amounts under a lease of (or other agreement conveying the  right

to  use)  real  and/or  personal property which  obligations  are

required to be classified and accounted for as a capital lease on

a balance sheet of such Person under GAAP (including Statement of

Financial Accounting Standards No. 13 of the Financial Accounting

Standards Board) and, for purposes of this Agreement, the  amount

of  such  obligations  shall be the capitalized  amount  thereof,

determined in accordance with GAAP (including such Statement  No.

13).



           "Cash  Against Documents" shall mean, with respect  to
            -----------------------
any  applicable trade transaction between the Company and  AT  or

its  Affiliates,  the requirement that title  to  the  underlying

goods  and  all  related documents be delivered only  upon  prior

receipt of full payment therefor evidenced by a wire transfer  of

Federal or other immediately available funds.



          "Code" shall mean the Internal Revenue Code of 1986, as
           ----
amended from time to time, and any successor thereto.



          "Commitment Letter" shall mean that certain letter from
           -----------------
the  Bank to the Company dated April 10, 1996 and accepted by the

Company on April 19, 1996, a copy of which is attached hereto  as

Exhibit  G.   The terms of the Commitment Letter are incorporated

herein  by  reference and such terms and conditions as set  forth

therein shall survive until the Note has been repaid in full  and

this  Agreement has been terminated.  In the event of a  conflict

between the terms of the Commitment Letter and the terms of  this

Agreement, the terms of this Agreement shall prevail.



           "Commitments" shall mean, collectively, the Letter  of
            ------------
Credit Commitment and the Loan Commitment.



          "Credit" shall mean a Loan or a Letter of Credit.
           ------
           
           
           "Credit  Documents"  shall  mean,  collectively,  this
            -----------------
Agreement, the Note and the Security Documents.



           "Default" shall mean an Event of Default or  an  event
            -------
which  with notice or lapse of time or both would become an Event

of Default.



           "Dividend  Payment"  shall mean  dividends  (in  cash,
            -----------------
property  or  obligations) on, or other payments or distributions

on  account  of, or the setting apart of money for a  sinking  or

other analogous fund for, the purchase, redemption, retirement or

other  acquisition of, any shares of any class of  stock  of  the

Company,  but  excluding dividends payable solely  in  shares  of

common stock of the Company.



          "Dollars" and "$" shall mean lawful money of the United
           -------       -
States of America.



           "Eligible  Inventory" shall mean, as at  any  date  of
            -------------------
determination  thereof,  the  sum of  the  following  (determined

without duplication):



           (a)   the  value (determined at the lower of  cost  or

market  in  accordance  with  GAAP, except  that  cost  shall  be

determined on a first-in-first-out basis) of all Inventory  owned

by  (and  in the possession or under the control of) the  Company

and located in a jurisdiction in the United States of America  as

to which appropriate Uniform Commercial Code financing statements

have  been filed naming the Company, as "debtor" and the Bank  as

"secured party" (excluding however, except to the extent that the

Bank  otherwise agrees with respect to any specific  customer  or

Processor,  any  such  Inventory which  has  been  shipped  to  a

customer of the Company, including Processors referred to  below,

even if on a consignment or "sale or return" basis) and which  is

in   good   condition,  meets  all  standards  imposed   by   any

governmental  agency  or  department or division  thereof  having

regulatory  authority over such Inventory, its use  or  sale  and

which  is either currently useable or currently saleable  in  the

normal course of the Company's business without any notice to, or

consent  of,  any governmental agency or department  or  division

thereof, plus
         ----


           (b)  the value (determined as described in clause  (a)

above)  of  all  Inventory being processed by  third  parties  on

behalf of the Company (any such third party being herein called a

"Processor"), but only to the extent that the Company shall  have
 ---------
filed  an appropriate uniform commercial code financing statement

in the respective jurisdiction in which such Inventory is located

naming  the  respective  Processor as "debtor",  the  Company  as

"secured  party" and the Bank as the "assignee" and delivered  to

the  Bank an opinion of counsel satisfactory to the Bank  to  the

effect  that  to  the  extent  such  arrangement  constitutes   a

consignment  or  security  interest  under  applicable  law,  the

Company has a valid perfected first priority security interest in

such  Inventory  and  that, by virtue of the Security  Agreement,

such security interest has been validly assigned to the Bank  and

accordingly the Bank has a valid and perfected security  interest

in such Inventory under the Security Agreement.



           "Eligible  Letter  of Credit Transaction"  shall  mean
            ---------------------------------------
Reimbursement  Obligations  arising  in  connection  with   trade

transactions  relating  to the purchase  of  apparel,  shoes  and

accessories.



           "Eligible Receivables" shall mean, as at any  date  of
            --------------------
determination thereof, the aggregate of all Receivables  at  said

date  due  to  the  Company other than the following  (determined

without duplication):



           (a)   any  Receivable due from an account debtor  other
     
     than AT or its Affiliates,

               
               
           (b)   any Receivable not payable in Dollars,

                
                
           (c)   any Receivable which, at the date of issuance  of
     
     the  respective  invoice therefor, were  payable  more  than
     
     ninety days after shipment of the related Inventory,



           (d)   any  Receivable due from an account debtor  whose
     
     principal place of business is located outside of the United
     
     States of America unless the Bank has agreed in writing that
     
     such Receivable shall be treated as "Eligible" or backed  by
     
     U.S.  Government insurance or a letter of credit  issued  or
     
     confirmed  by a bank organized under the laws of the  United
     
     States of America or a State thereof and having capital  and
     
     surplus in excess of $500,000,000 (so long as such letter of
     
     credit   has  been  delivered  to  the  Bank  as  additional
     
     collateral under the Security Agreement),



           (e)   any  Receivable due from an account debtor  which
     
     the   Bank  has  notified  the  Company  does  not  have   a
     
     satisfactory  credit  standing (as determined  in  the  sole
     
     discretion of the Bank),



           (f)   any Receivable which remains unpaid for more than
     
     sixty  days (measured from the date of the original issuance
     
     of the invoice thereof),



           (g)   all Receivables of any account debtor if more than
     
     20%  of  the  aggregate amount of the  Receivables  of  such
     
     account  debtor  have at the time remained unpaid  for  more
     
     than  sixty  days  (measured from the date of  the  original
     
     issuance of the invoice thereof),



           (h)   any Receivable as to which there is any unresolved
     
     dispute with the respective account debtor (but only to  the
     
     extent of the amount thereof in dispute),



           (i)     any  Receivable  evidenced by an  Instrument  (as
     
     defined in the Security Agreement) not in the possession  of
     
     the Bank,



           (j)   any  Receivable  representing an  obligation  for
     
     goods  sold  on  consignment, or approval or on  a  sale-or-
     
     return  basis or subject to any other repurchase  or  return
     
     arrangement,  except  to  the extent  the  Bank  shall  have
     
     otherwise agreed in writing, and



           (k)   any Receivable due from an account debtor if such
     
     account debtor is operating under the protection of any  law
     
     relating to bankruptcy, insolvency, reorganization, winding-
     
     up, or composition or adjustment of debts.



           "Environmental Laws" shall mean any and  all  federal,
            ------------------
state, local and foreign statutes, laws, regulations, ordinances,

rules,  judgments, orders, decrees, permits, concessions, grants,

franchises,    licenses,   agreements   or   other   governmental

restrictions  relating  to  the  environment  or  to   emissions,

discharges,   releases  or  threatened  releases  of  pollutants,

contaminants,  chemicals,  or  industrial,  toxic  or   hazardous

substances  or  wastes  into the environment  including,  without

limitation, ambient air, surface water, ground water, or land, or

otherwise  relating to the manufacture, processing, distribution,

use,  treatment,  storage, disposal, transport,  or  handling  of

pollutants,  contaminants, chemicals,  or  industrial,  toxic  or

hazardous substances or wastes.



           "ERISA"  shall  mean  the Employee  Retirement  Income
            -----
Security Act of 1974, as amended from time to time.



           "ERISA  Affiliate" shall mean (a) any  corporation  or
            ----------------
trade  or business which is a member of the same controlled group

of  corporations  (within the meaning of Section  414(b)  of  the

Code)  as  the  Company,  (b) any entity which  is  under  common

control  (within the meaning of Section 414(c) of the Code)  with

the  Company,  (c)  any  member of an  affiliated  service  group

(within  the meaning of Section 414(m) of the Code) in which  the

Company  is  also  a member, and (d) any other entity  affiliated

with the Company under Section 414(o) of the Code.



           "Event of Default" shall have the meaning assigned  to
            ----------------
such term in Section 9 hereof.



           "Foreign Subsidiary" shall mean, with respect  to  any
            ------------------
Person,  any Subsidiary of such Person incorporated or  organized

under  laws other than that of any State of the United States  or

the District of Columbia.



            "GAAP"   shall  mean  generally  accepted  accounting
             ----
principles  as  in  effect  at the time  of  application  to  the

provisions hereof.



           "Guarantee" shall mean a guarantee, an endorsement,  a
            ---------
contingent  agreement  to purchase or to furnish  funds  for  the

payment  or  maintenance  of,  or  otherwise  to  be  or   become

contingently  liable under or with respect to, the  Indebtedness,

other obligations, net worth, working capital or earnings of  any

Person,  or  a  guarantee of the payment of  dividends  or  other

distributions upon the stock of any corporation, or an  agreement

to  purchase,  sell  or  lease (as lessee  or  lessor)  property,

products,  materials,  supplies or  services  primarily  for  the

purpose of enabling a debtor to make payment of his, her  or  its

obligations  or an agreement to assure a creditor  against  loss,

and including without limitation, causing a bank to open a letter

of  credit  for  the  benefit of another  Person,  but  excluding

endorsements for collection or deposit in the ordinary course  of

business.   The terms "Guarantee" and "Guaranteed" used as a verb
                       ---------       ----------
shall have a correlative meaning.



           "Indebtedness"  shall  mean, as  to  any  Person:  (a)
            ------------
indebtedness  created,  issued or incurred  by  such  Person  for

borrowed money (whether by loan or the issuance and sale of  debt

securities);  (b) obligations of such Person to pay the  deferred

purchase or acquisition price of property or services, other than

trade  accounts payable (other than for borrowed money)  arising,

and accrued expenses incurred, in the ordinary course of business

so  long  as  such trade accounts payable are payable within  180

days of the date the respective goods are delivered or respective

services rendered; (c) Indebtedness of others secured by  a  Lien

on  the  property of such Person, whether or not  the  respective

indebtedness  so  secured has been assumed by  such  Person;  (d)

obligations  of such Person in respect of letters  of  credit  or

similar  instruments  issued  or  accepted  by  banks  and  other

financial  institutions  for  the account  of  such  Person;  (e)

Capital Lease Obligations of such Person; and (f) Indebtedness of

others guaranteed by such Person.



          "Interest Rate" shall mean the Prime Rate plus 0.50%.
           -------------
           
           
           "Inventory" shall mean apparel, shoes and accessories,
            ---------
and  other  readily  marketable materials of  a  type  purchased,

produced, manufactured or consumed by the Company in the ordinary

course of business as presently conducted.



           "Investment"  in  any  Person  shall  mean:   (a)  the
            ----------
acquisition  (whether for cash, property, services or  securities

or   otherwise)  of  capital  stock,  bonds,  notes,  debentures,

partnership  or other ownership interests or other securities  of

such  Person; and (b) any deposit with, or advance, loan or other

extension of credit to, such Person (other than any such advance,

loan  or extension of credit having a term not exceeding 90  days

representing  the  purchase  price  of  inventory   or   supplies

purchased in the ordinary course of business) or guarantee of, or

other  contingent  obligation with respect  to,  Indebtedness  or

other  liability  of  such Person and (without  duplication)  any

amount committed to be advanced, lent or extended to such Person.



           "Letter of Credit" shall have the meaning assigned  to
            ----------------
such term in Section 2.01(a) hereof.



          "Letter of Credit Commitment" shall mean the obligation
           ---------------------------
of  the  Bank to issue Letters of Credit up to an aggregate  face

amount  for all Letters of Credit at any one time outstanding  up

to $40,000,000.



           "Letter of Credit Documents" shall mean, with  respect
            --------------------------
to any Letter of Credit, collectively, such Letter of Credit, any

amendments  thereto,  any  documents  delivered  thereunder,  any

application  therefor,  and  any other  agreements,  instruments,

guarantees or other documents (whether general in application  or

applicable only to such Letter of Credit) governing or  providing

for (i) the rights and obligations of the parties concerned or at

risk or (ii) any collateral security for such obligations.




           "Letter  of Negative Pledge" shall mean the  agreement
            --------------------------
substantially in the form of Exhibit C hereto, pursuant to  which

each  of the parties thereto shall agree to the effect set  forth

therein,  as amended, supplemented or otherwise modified  and  in

effect from time to time.



           "Leverage Ratio" shall mean, at any time, the ratio of
            --------------
Total  Liabilities to the aggregate amount at such  time  of  (i)

Tangible  Net Worth and (ii) the undrawn face amount  of  the  AT

Credit.



           "Lien"  shall  mean, with respect to  any  asset,  any
            ----
mortgage,  lien, pledge, charge, security interest or encumbrance

of  any  kind  in  respect of such asset.  For purposes  of  this

Agreement, the Company shall be deemed to own subject to  a  Lien

any  asset which it has acquired or holds subject to the interest

of  a  vendor  or  lessor under any conditional  sale  agreement,

capital lease or other title retention agreement relating to such

asset.



           "Loan" shall have the meaning assigned to such term in
            ----
Section 2.01(b) hereof.



          "Loan Commitment" shall mean the obligation of the Bank
           ---------------
to  make Loans up to an aggregate principal amount for all  Loans

at any one time outstanding up to $8,000,000.



           "Margin  Stock"  shall mean margin  stock  within  the
            -------------
meaning of Regulations U and X.


          
          
          "Material Adverse Effect" shall mean a material adverse
           -----------------------
effect upon (a) the financial conditions, operations, business or

prospects of the Company or ATSC and its Subsidiaries taken as  a

whole,  as  the  case may be, (b) the ability of the  Company  to

repay  any  Loan,  Reimbursement Obligation or any  other  amount

payable  by the Company hereunder, or (c) the rights and remedies

of the Bank under this Agreement and the other Credit Documents.



          "Maturity Date" shall have the meaning assigned to that
           -------------
term in Section 2.01(c) hereof.



           "Multiemployer  Plan" shall mean a multiemployer  plan
            -------------------
defined  as such in Section 3(37) of ERISA to which contributions

have been made by the Company or any ERISA Affiliate and which is

covered by Title IV of ERISA.



           "Note" shall mean the promissory note provided for  by
            ----
Section 2.03(b) hereof.


          
          "Obligor" shall mean either the Company, AT or ATSC.
           -------
            
            
            "PBGC"   shall  mean  the  Pension  Benefit  Guaranty
             ----
Corporation  or  any  entity succeeding to  any  or  all  of  its

functions under ERISA.



           "Penalty Rate" shall mean, in respect of any principal
            ------------
of  any  Loan,  any Reimbursement Obligation or any other  amount

payable  by the Company under this Agreement or the Note that  is

not paid when due (whether at stated maturity, by acceleration or

otherwise), a rate per annum during the period from and including

the  due  date to but excluding the date on which such amount  is

paid  in  full  equal to 2% above the interest rate otherwise  in

effect.



           "Permitted Investments" of any Person shall mean:  (a)
            ---------------------
direct  obligations of the United States of America,  or  of  any

agency  thereof,  or obligations guaranteed as to  principal  and

interest  by  the  United States of America,  or  of  any  agency

thereof, in any case maturing not more than 90 days from the date

of  acquisition  thereof  by  such Person;  (b)  certificates  of

deposit  issued by any bank or trust company organized under  the

laws  of the United States of America (or any state thereof)  and

having  capital,  surplus  and  undivided  profits  of  at  least

$500,000,000,  maturing not more than 90 days from  the  date  of

acquisition  thereof  by such Person; and  (c)  commercial  paper

rated  A-1  or better or P-1 by Standard & Poor's Corporation  or

Moody's Investors Services, Inc., respectively, maturing not more

than 90 days from the date of acquisition thereof by such Person.



            "Person"  shall  mean  any  individual,  corporation,
             ------
company,   voluntary  association,  partnership,  joint  venture,

trust,  unincorporated organization or government (or any agency,

instrumentality or political subdivision thereof).


           
           
           "Plan"  shall mean an employee benefit or  other  plan
            ----
established  or maintained by the Company or any ERISA  Affiliate

and  which  is  covered  by  Title IV  of  ERISA,  other  than  a

Multiemployer Plan.



           "Prime Rate" shall mean the rate of interest from time
            ----------
to  time announced by Marine Midland Bank in New York City as its

prime commercial lending rate.  Each change in any interest  rate

provided  for herein based upon the Prime Rate resulting  from  a

change  in the Prime Rate shall take effect at the time  of  such

change in the Prime Rate.



            "Receivables"  shall  mean,  as  at   any   date   of
             -----------
determination thereof, the unpaid portion of the obligation  owed

to  the  Company,  as  stated on the  respective  invoice,  of  a

customer  of  the Company in respect of Inventory  purchased  and

shipped,  net  of  any credits, rebates or offsets  owed  to  the

respective customer (and for purposes hereof, a credit or  rebate

paid  by  check  or draft of the Company shall be  deemed  to  be

outstanding until such check or draft shall have been debited  to

the  respective  account of the Company on which  such  check  or

draft was drawn).



            "Regulations   D,  G,  T,  U  and  X"   shall   mean,
             ------------------------------------
respectively,  Regulations D, G, T, U and  X   of  the  Board  of

Governors  of  the Federal Reserve System (or any successor),  as

the same may be amended or supplemented from time to time.


           
           
           "Regulatory  Change" shall mean any change  after  the
            ------------------
date of this Agreement in United States Federal, state or foreign

law  or regulations or the adoption or making after such date  of

any  interpretation, directive or request applying to a class  of

banks  including the Bank of or under any United States  Federal,

state  or  foreign law or regulations (whether or not having  the

force  of law) by any court or governmental or monetary authority

charged with the interpretation or administration thereof.



           "Reimbursement Obligation" shall mean at any time, the
            ------------------------
obligation  of  the Company to reimburse the Bank on  demand  for

amounts theretofore paid by the Bank pursuant to a drawing  under

a Letter of Credit.



           "Sales  Agreement" shall mean the sales  and  purchase
            ----------------
agreement substantially in the form of Exhibit E hereto, pursuant

to which the Company shall sell garments and accessories to AT on

the  terms  and  conditions  referred  to  therein,  as  amended,

supplemented  or otherwise modified and in effect  from  time  to

time.



           "Security  Documents" shall mean,  collectively,  each
            -------------------
Guarantee required by this Agreement, the Security Agreement  and

all Uniform Commercial Code financing statements required by this

Agreement and the Security Agreement to be filed with respect  to

the  security interests in personal property created pursuant  to

the Security Agreement.


           
           "Security Agreement" shall mean the security agreement
            ------------------
substantially in the form of Exhibit B hereto, pursuant to  which

the  Company  shall provide collateral security for  the  Secured

Obligations  referred  to  therein, as amended,  supplemented  or

otherwise modified and in effect from time to time.



           "Special CAD Event" shall mean either (i) an event  of
            -----------------
default  under  the  Sales Agreement, (ii)  any  failure  by  the

Company  in  the  performance of any  of  its  obligations  under

Sections  8.10,  8.11 and 8.12 hereof or (iii)  any  event  under

Section 9(b) hereof.



           "Stock  and Asset Purchase Agreement" shall mean  that
            -----------------------------------
certain  Stock and Asset Purchase Agreement dated as of  June  7,

1996,  and  amended as of August 27, 1996, by  and  between  CDI,

Cygne  Group  (F.E.) Limited, ATSC and AT, pursuant to  which  AT

shall acquire the business relating to the Company.



           "Subordinated Indebtedness" shall mean,  collectively,
            -------------------------
Indebtedness  for  which  the Company is directly  and  primarily

liable and which is subordinated to the obligation of the Company

to  pay principal of and interest on the Loans and the Note,  any

Reimbursement  Obligation and any other amount payable  hereunder

on  terms,  and  which contains other terms (including  interest,

amortization  and  financial and other covenants),  in  form  and

substance satisfactory to the Bank.



           "Subsidiary" shall mean, with respect to  any  Person,
            ----------
any  other Person of which at least a majority of the outstanding

securities  or  other  ownership interests having  by  the  terms

thereof ordinary voting power to elect a majority of the board of

directors or other persons performing similiar functions for such

other  Person  (irrespective  of  whether  or  not  at  the  time

securities  or  other ownership interests of any other  class  or

classes  of  such  other Person shall have or might  have  voting

power  by reason of the happening of any contingency) is  at  the

time  directly  or indirectly owned or controlled by  such  first

Person or one or more of its Subsidiaries or by such first Person

and one or more of its Subsidiaries.



           "Tangible  Net Worth" shall mean, as at  any  date  of
            -------------------
determination thereof, the sum of the following for  the  Company

determined (without duplication) in accordance with GAAP:


          
          
          (a)  the amount of the capital stock account, plus
                                                        ----
           
           
           (b)   the  amount  of  paid-in  surplus  and  retained
     
     earnings  (or, in the case of a surplus or retained earnings
     
     deficit, minus the amount of such deficit), minus
              -----                              -----


           (c)  the sum of the following: cost of treasury shares
     
     and the book value of all assets of the Company which should
     
     be classified as intangibles (other than good-will) (without
     
     duplication  of  deductions  in  respect  of  items  already
     
     deducted  in arriving at surplus and retained earnings)  but
     
     in  any  event  including  research and  development  costs,
     
     trade-marks,   trade   names,   copyrights,   patents    and
     
     franchises, unamortized debt discount and expense,  and  all
     
     reserves.



           "Termination  Date" shall mean July 29,  1997,  unless
            -----------------
otherwise  extended  to  a later date by  the  Bank  pursuant  to

Section 2.06 hereof.




            "Total  Facility"  shall  mean,  as  to  all  Credits
             ---------------
hereunder, the aggregate face or principal amount of $40,000,000.


           
           
           "Total  Liabilities" shall mean, as  at  any  date  of
            ------------------
determination  thereof,  the  sum,  for  the  Company  determined

(without   duplication)  in  accordance   with   GAAP,   of   all

Indebtedness  of  the Company and all other  liabilities  of  the

Company  which should be classified as liabilities on  a  balance

sheet of the Company prepared in accordance with GAAP and in  any

event  including  all  reserves (other than  general  contingency

reserves) and all deferred taxes and other deferred items.



           1.02  Accounting  Terms  and  Determinations.   Unless
                 --------------------------------------
otherwise  specified  herein, all accounting  terms  used  herein

shall   be  interpreted,  all  determinations  with  respect   to

accounting  matters hereunder shall be made,  and  all  financial

statements  and certificates and reports as to financial  matters

required to be furnished to the Bank hereunder shall be prepared,

in  accordance  with  GAAP.  To enable the ready  and  consistent

determination  of  compliance with the  covenants  set  forth  in

Section 8 hereof, the Company will not change the last day of its

fiscal year from the Saturday nearest January 31.


               
               
               SECTION 2.  THE CREDIT FACILITIES.
                           ----------------------
                
               2.01  Facilities.  Subject to the terms and  conditions
                      ----------
of this Agreement:

               
               
               (a)  The Bank agrees to issue from time to time for the
     
     account  of  the  Company sight letters of credit  (each,  a
     
     "Letter of Credit") in support of Eligible Letter of  Credit
      ----------------
     Transactions during the period from and including  the  date
     
     hereof  to  the  day falling 30 days before the  Termination
     
     Date  in an aggregate undrawn face amount (as to all Letters
     
     of  Credit  issued for account of the Company) not exceeding
     
     at any one time outstanding an amount equal to the excess of
     
     the  amount  of  the  Letter of Credit Commitment  over  the
     
     aggregate    outstanding   amount   of   the   Reimbursement
     
     Obligations;  provided  that  (i)  the  Letter   of   Credit
                   --------
     Commitment  shall  not  at  any time  exceed  the  Available
     
     Facility, and (ii) the stated expiry date of each Letter  of
     
     Credit shall be a Business Day falling no more than 60  days
     
     after  the  related  issuance date  and  on  or  before  the
     
     Termination Date.



               (b)  The Bank agrees to make a loan or loans (each,  a
     
     "Loan") to the Company, during the period from and including
      ----
     the  date  hereof  to  the day falling 30  days  before  the
     
     Termination  Date to finance Reimbursement Obligations  owed
     
     hereunder,  in  an  aggregate principal amount  (as  to  all
     
     Loans)  not exceeding at any one time outstanding  the  Loan
     
     Commitment as in effect from time to time; provided that the
     
     Loan  Commitment shall not at any time exceed the  Available
     
     Facility.



               (c)  Each Loan shall mature on the date (the "Maturity
                                                             --------
     Date")  falling  60 days after the funds in connection  with
     ----   
     such  Loan  are made available as provided in  Section  2.03
     
     hereof.   Each  Loan  with a Maturity Date  later  than  the
     
     Termination  Date  shall  not in  any  case  be  renewed  or
     
     otherwise extended.  Subject to the terms of this Agreement,
     
     the  Company may borrow, prepay and reborrow the  amount  of
     
     the Letter of Credit Commitment and the Loan Commitment.


               
               
               (d)  So long as a Special CAD Event shall have occurred
     
     and  be  continuing, the Bank shall only  issue  Letters  of
     
     Credit and make Loans hereunder after the Company has  first
     
     provided to the Bank a deposit equal to the related face  or
     
     principal  amount  of each such Letter of  Credit  or  Loan,
     
     which  deposit shall be made to an account maintained  with,
     
     and pledged as collateral security to, the Bank.


               
               
               2.02  Letters of Credit.
                     -----------------
                
                
               (a)   The  Company shall give the Bank notice  of  each
     
     Letter of Credit to be issued for account of the Company  as
     
     provided  in  Section  4.05 hereof (unless  such  Letter  of
     
     Credit is opened through the Bank's Hexagon System).




               (b)   The issuance by the Bank of each Letter of Credit
     
     shall, in addition to the conditions precedent set forth  in
     
     Sections  6.01 and 6.02 hereof, be subject to the conditions
     
     that  such  Letter of Credit be in such form,  contain  such
     
     terms  and  support such transactions or obligations  (which
     
     shall be Eligible Letter of Credit Transactions with respect
     
     to  which the Company shall be the primary obligor) as shall
     
     be  reasonably satisfactory to the Bank consistent with  its
     
     then  current  practices  and  procedures  with  respect  to
     
     similar  letters of credit and that the Company  shall  have
     
     executed and delivered such other instruments and agreements
     
     relating  to  such Letter of Credit as the Bank  shall  have
     
     reasonably  requested  consistent with  such  practices  and
     
     procedures.



                
               (c)   Without duplication of Section 10.03 hereof,  the
     
     Company hereby indemnifies and holds harmless the Bank  from
     
     and   against   any   and  all  claims,   damages,   losses,
     
     liabilities, costs or expenses which the Bank may incur  (or
     
     which  may  be  claimed against the Bank) by any  Person  by
     
     reason of or in connection with the issuance or transfer  of
     
     or  payment  or failure to pay under any Letter  of  Credit;
     
     provided that the Company shall not be required to indemnify
     
     the Bank for any claims, damages, losses, liabilities, costs
     
     or  expenses  to  the extent, but only to  the  extent,  (i)
     
     caused by the willful misconduct or gross negligence of  the
     
     Bank  in  determining whether a request presented under  any
     
     Letter  of Credit complied with the terms of such Letter  of
     
     Credit,  or (ii) caused by the Bank's failure to  pay  under
     
     any  Letter  of Credit after the presentation  to  it  of  a
     
     request strictly complying with the terms and conditions  of
     
     such Letter of Credit, unless such payment is prohibited  by
     
     any law, regulation, court order or decree.



               (d) If the  Termination Date is at any time or  from
     
     time  to time extended pursuant to Section 2.06 hereof,  the
     
     Bank  shall,  at  the  request of the  Company,  subject  to
     
     Section  6.02  hereof,  extend  the  expiry  date   of   any
     
     outstanding  Letter  of Credit issued  for  account  of  the
     
     Company  to  a date specified by the Company not later  than
     
     the Termination Date so extended.



               (e)  With  respect to each Letter of Credit issued  by
     
     the  Bank hereunder, the Company shall (i) arrange  for  the
     
     related  goods  and merchandise being shipped in  connection
     
     with such Letter of Credit to be consigned to the Bank,  and
     
     (ii)  in the case of air shipments, provide to the Bank  the
     
     complete set of original documents described in the  related
     
     Letter  of  Credit, including the airway bill setting  forth
     
     the  Bank  as  consignee.  The Bank  shall  provide  to  the
     
     Company  an  air  release  with respect  to  each  such  air
     
     shipment  upon  receipt  by  the  Company  of  full  payment
     
     therefor  from AT or its Affiliates, which payment shall  be
     
     evidenced by a wire transfer of Federal or other immediately
     
     available  funds  to  an account of the  Company  maintained
     
     with, and pledged as collateral security to, the Bank.



               2.03  Loans.
                     -----
                
               (a)   The  Company shall give the Bank notice  of  each
     
     Loan  to be made to the Company as provided in Section  4.05
     
     hereof.  On the date specified for the making of each  Loan,
     
     the Bank shall make available the amount of such Loan to the
     
     Company  by  depositing  the same, in immediately  available
     
     funds,  in  an  account of the Company maintained  with  the
     
     Bank's New York Office.



               (b)   The   Loans  shall  be  evidenced  by  a  single
     
     promissory note of the Company in substantially the form  of
     
     Exhibit  A  hereto (the "Note"), payable to the  Bank  in  a
     
     principal  amount equal to the amount of the Loan Commitment
     
     as originally in effect or such lesser amount as may then be
     
     applicable.   The  Note  shall be  dated  the  date  of  the
     
     delivery of such to the Bank.  The date, amount and interest
     
     rate  of the Loans made by the Bank to the Company, and each
     
     payment  made on account of the principal thereof, shall  be
     
     recorded by the Bank on its books; provided that the failure
     
     by  the  Bank so to record such Loans shall not  affect  the
     
     obligations of the Company hereunder or under the Note.



               2.04  Certain Fees.
                     ------------
               (a)   (i)   The Company shall pay to the Bank an initial

               commitment fee on the aggregate amount of the Commitments

               (without duplication) as follows: (x) 0.25% upon execution

               of the Commitment Letter and (y) 0.25% upon execution of 

               this Agreement.
                     
                     (ii)  The  Company shall pay to the  Bank  a
          
               commitment  fee at a rate per annum equal to  0.25%  of
          
               the  daily  average Available Facility for  the  period
          
               from and including the date hereof to and including the
          
               date the Commitments expire or are terminated.



                   (iii)   Accrued commitment fees shall  be
          
               payable  in arrears on the first Business Day  of  each
          
               month  and  on the earlier of the date the  Commitments
          
               expire or are terminated.



               (b) The  Company shall pay to the Bank from  time  to
     
     time at then prevailing rates unless otherwise indicated, in
     
     respect of each Letter of Credit issued for account  of  the
     
     Company, all charges, costs and expenses customarily charged
     
     by  the  Bank in like circumstances with respect to  similar
     
     letters of credit.



               (c)  In the event the Company requests the cancellation
     
     of any Commitment prior to the Termination Date, the Company
     
     shall pay to the Bank in connection therewith a cancellation
     
     fee   equal  to  0.25%  of  the  aggregate  amount  of  such
     
     Commitment.



               2.05  Credit Offices.  The Credits shall be extended and
                     --------------
maintained at the Bank's New York Office or an Alternative Credit

Office in the United States of America.



               2.06   Extension  of Termination Date.  Subject  to  the
                      ------------------------------
terms and conditions hereof, the Bank may, at its option and upon

the  request of the Company, extend the Termination Date  to  the

next  subsequent  anniversary thereof, each such extension  being

limited to a single anniversary period.



               
               SECTION 3.  PAYMENTS OF PRINCIPAL AND INTEREST.
                           -----------------------------------
               
               
               3.01  Repayments of Reimbursement Obligations and Loans.
                     --------------------------------------------------
                
                
               (a)   The Company shall pay to the Bank the amount paid
     
     by  the  Bank in respect of any drawing under any Letter  of
     
     Credit issued for account of the Company, such payment to be
     
     made  by  the  Company on demand by the  Bank  (or,  in  the
     
     absence  of demand, on the same Business Day of such payment
     
     by the Bank).


               
               (b)   The Company shall pay to the Bank the outstanding
     
     principal  amount  of  each Loan on the respective  Maturity
     
     Date.


               
               3.02  Interest.
                     --------
                
               (a)   The Company will pay to the Bank interest on  the
     
     unpaid principal amount of each Loan for the period from and
     
     including  the date of such Loan to but excluding  the  date
     
     such Loan shall be paid in full at the Interest Rate (as  in
     
     effect from time to time).



               (b)   Notwithstanding  the  provisions  of  clause  (a)
     
     above,  the  Company will pay to the Bank  interest  at  the
     
     Penalty  Rate  on  any  principal  of  any  Loan,   on   any
     
     Reimbursement  Obligation owing to the Bank by  the  Company
     
     and  (to  the fullest extent permitted by law) on any  other
     
     amount  payable by the Company hereunder or under the  Note,
     
     which  shall not be paid in full when due (whether at stated
     
     maturity, by acceleration or otherwise), for the period from
     
     and including the due date thereof to but excluding the date
     
     the same is paid in full.



               (c)   Accrued  interest on each Loan shall, subject  to
     
     the following sentence, be payable on the first Business Day
     
     of each month such Loan remains outstanding, on the Maturity
     
     Date  and  upon the prepayment thereof, except that interest
     
     payable  at the Penalty Rate shall be payable in arrears  on
     
     the  first Business Day of each month and from time to  time
     
     on  demand of the Bank.  Promptly after the determination of
     
     any interest rate provided for herein or any change therein,
     
     the Bank shall give notice thereof to the Company.



               3.03  Optional Prepayments of Loans.  Subject to Section
                     -----------------------------
4.04  hereof,  the  Company shall have the right  to  prepay  the

Loans,  at any time from time to time, provided that the  Company

shall  give the Bank notice of each such prepayment, as  provided

in Section 4.05 hereof.



               3.04   Mandatory Prepayments of Loans.
                      ------------------------------
                
               
               (a)   If  the outstanding principal amount of the Loans
     
     exceeds on any date the applicable Commitment on such  date,
     
     the Company shall cause the applicable Loans to be repaid on
     
     such date in an aggregate principal amount at least equal to
     
     such excess.



               (b)   If  the outstanding principal amount of the Loans
     
     exceeds  on  any date the amount equal to (i) the  Borrowing
     
     Base at said date minus (ii) the amount equal to the sum  of
     
     (x)  the aggregate undrawn face amount of all issued Letters
     
     of  Credit  at  said date and (y) the outstanding  principal
     
     amount  of  Reimbursement  Obligations  at  said  date,  the
     
     Company shall cause the Loans to be prepaid on such date  in
     
     an aggregate principal amount at least equal to such excess.


               
               
               SECTION 4.  PAYMENTS; COMPUTATIONS; ETC.
                           ----------------------------
               
               4.01  Payments.
                     ---------
                
               (a) Except  to the extent otherwise provided  herein,
     
     all payments of principal, interest and other amounts to  be
     
     made  by the Company under this Agreement and the Note shall
     
     be  made in Dollars, in immediately available funds, without
     
     deduction, set-off or counterclaim, to the Bank's  New  York
     
     Office, not later than 11:00 a.m. New York time on the  date
     
     on  which  such payment shall become due (each such  payment
     
     made  after such time on such due date to be deemed to  have
     
     been made on the next succeeding Business Day).



               (b) The Bank may (but shall not be obligated to) debit
     
     the  amount  of any such payment which is not made  by  such
     
     time to any ordinary deposit account of the Company with the
     
     Bank.



               (c) The  Company  shall, at the time of  making  each
     
     payment  under  this Agreement or the Note, specify  to  the
     
     Bank  the  Loan, Reimbursement Obligation or  other  amounts
     
     payable  hereunder to which such payment is  to  be  applied
     
     (and  in  the event that it fails to so specify,  or  if  an
     
     Event  of  Default has occurred and is continuing, the  Bank
     
     may apply such payment in such manner as it may determine to
     
     be appropriate).



               (d)  If  the  due  date  of  any  payment  under  this
     
     Agreement or the Note would otherwise fall on a day which is
     
     not  a  Business Day and such date is extended to  the  next
     
     succeeding  Business Day in accordance with  the  terms  and
     
     conditions hereof, interest shall be payable on any  payment
     
     amount so extended for the period of such extension.


                
                
               4.02  Computations.  Interest shall be computed on  the
                     ------------
basis  of  a  year of 360 days and actual days elapsed (including

the first day but excluding the last day) occurring in the period

for which payable.



               4.03  Setoff.  The Company agrees that, in addition  to
                     ------
(and  without limitation of) any right of set-off, bankers'  lien

or  counterclaim the Bank may otherwise have, the Bank  shall  be

entitled,  at  its  option, to offset balances  held  by  it  for

account  of the Company at any of its offices, in Dollars  or  in

any  other currency, against any principal of or interest on  any

of  the  Loans, any Reimbursement Obligation or any other  amount

payable  to  the Bank hereunder, which is not paid when  due,  in

which case it shall promptly notify the Company thereof, provided

that the Bank's failure to give such notice shall not affect  the

validity thereof.



               4.04  Minimum Amounts.  Each borrowing and prepayment of
                     ---------------
principal  of  Loans  shall be in an amount  at  least  equal  to

$20,000.



               4.05  Certain  Notices.   Notices  to  the   Bank   of
                     ----------------
borrowings  and  prepayments  of  Loans  and  of  issuances   and

extensions of Letters of Credit shall be irrevocable and shall be

effective only if received by the Bank not later than 11:00  a.m.

New York time on the number of Business Days prior to the date of

the   relevant  borrowing,  prepayment,  issuance  or   extension

specified below:


                                        Number  of
                                         Business
          Notice                        Days Prior
          -------                       ----------


     Borrowing or prepayment of
     Loan                                    1

     Issuance or extension of
     Letters of Credit                       3





Each  such  notice of borrowing or prepayment shall  specify  the

amount (subject to Section 4.04 hereof) and date (which shall  be

a Business Day, and in the case of a borrowing, no later than the

day  30 days preceding the Termination Date) such Loan is  to  be

borrowed  or prepaid.  Each such notice of issuance or  extension

shall  specify the date (which shall be a Business Day  no  later

than  the day 30 days preceding the Termination Date) such Letter

of  Credit  is to be issued, the amount thereof, the  beneficiary

thereof,  the expiry date thereof (which shall be a Business  Day

falling no more than 60 days after the related issuance date  and

no  later  than the Termination Date) and, in reasonable  detail,

the  other terms of such Letter of Credit and the nature  of  the

transaction  (which  shall  be  an  Eligible  Letter  of   Credit

Transaction) to be supported thereby.  Each such request  for  an

extension of a Letter of Credit shall specify the new expiry date

thereof  (which  shall  be  a Business  Day  no  later  than  the

Termination Date).



               SECTION 5.  YIELD PROTECTION.
                           ----------------

               (a)  The  Company shall pay directly to the Bank  from
     
     time  to  time  such  amounts as  the  Bank  may  reasonably
     
     determine  to  be necessary to compensate it for  any  costs
     
     which the Bank determines are attributable to its making  or
     
     maintaining any Credit or its obligation to make any  Credit
     
     hereunder, or any reduction in any amount receivable by  the
     
     Bank  hereunder in respect of any such Credit or obligation,
     
     resulting from any Regulatory Change which:



                    (i) changes  the basis of taxation  of  any
          
          amounts payable to the Bank under this Agreement or the
          
          Note  in  respect of any such Credit (other than  taxes
          
          imposed on or measured by the overall net income of the
          
          Bank  or  its Applicable Credit Office for any of  such
          
          Credits  by  the jurisdiction in which such  Applicable
          
          Credit Office is located); or



                    (ii) imposes or modifies any reserve, special
          
          deposit  or  similar  requirements  relating   to   any
          
          extensions  of  credit  or  other  assets  of,  or  any
          
          deposits with or other liabilities of, the Bank, or any
          
          Commitment of the Bank available for the Company; or


                          
                          
                    (iii) imposes  any other condition  affecting
          
          this  Agreement or the Note of the Bank (or any of such
          
          extensions  of credit or liabilities) or any Commitment
          
          of the Bank available for the Company.

                
                
               (b)  Without  limiting  the effect  of  the  foregoing
     
     provisions of this Section 5 (but without duplication),  the
     
     Company  shall pay to the Bank from time to time on  request
     
     such  amounts  as  the Bank may reasonably determine  to  be
     
     necessary  to  compensate the Bank for any  costs  which  it
     
     determines are attributable to the maintenance by  the  Bank
     
     (or  any Applicable Credit Office), pursuant to any  law  or
     
     regulation  or  any  interpretation,  directive  or  request
     
     (whether  or  not having the force of law) of any  court  or
     
     governmental or monetary authority following any  Regulatory
     
     Change,  or pursuant to any risk-based capital guideline  or
     
     other  requirement (whether or not having the force  of  law
     
     and whether or not the failure to comply therewith would  be
     
     unlawful)  heretofore or hereafter issued by any  government
     
     or  governmental  or  supervisory authority,  including  any
     
     implementation  at  the Federal level of  the  Basle  Accord
     
     (including, without limitation, the Final Risk-Based Capital
     
     Guidelines of the Board of Governors of the Federal  Reserve
     
     System  (12  CFR  Part 208, Appendix A;  12  CFR  Part  225,
     
     Appendix  A) and the Final Risk-Based Capital Guidelines  of
     
     the  Office  of  the  Comptroller of the  Currency  (12  CFR
     
     Part 3, Appendix A), of capital in respect of any Commitment
     
     of the Bank available for the Company, any Credit issued for
     
     account  of  the Company or any participation in any  Credit
     
     issued  for  account  of the Company (such  compensation  to
     
     include,  without  limitation,  an  amount  equal   to   any
     
     reduction of the rate of return on assets or equity  of  the
     
     Bank (or any Applicable Credit Office) to a level below that
     
     which the Bank (or any Applicable Credit Office) could  have
     
     achieved  but  for  such  law,  regulation,  interpretation,
     
     directive or request).



               (c)  The  Bank  will notify the Company of  any  event
     
     occurring after the date of this Agreement that will entitle
     
     the  Bank to compensation under paragraph (a) or (b) of this
     
     Section  5  as  promptly as practicable, but  in  any  event
     
     within  45  days,  after the Bank obtains  actual  knowledge
     
     thereof; provided, however, that if the Bank fails  to  give
     
     such notice within 45 days after it obtains actual knowledge
     
     of   such  an  event,  the  Bank  shall,  with  respect   to
     
     compensation payable pursuant to this Section 5  in  respect
     
     of  any costs resulting from such event, only be entitled to
     
     payment  under  this Section 5 for costs incurred  from  and
     
     after the date 45 days prior to the date that the Bank  does
     
     give  such  notice.  The Bank will furnish to the Company  a
     
     certificate  setting  forth the basis  and  amount  of  each
     
     request by the Bank for compensation under paragraph (a)  or
     
     (b) of this Section 5. Determinations and allocations by the
     
     Bank  for  purposes of this Section 5 of the effect  of  any
     
     Regulatory  Change pursuant to this Section  5,  or  of  the
     
     effect  of  capital  maintained pursuant  to  the  preceding
     
     paragraph,  on  its costs or rate of return  of  maintaining
     
     Credits  or  its obligation to make Credits, or  on  amounts
     
     receivable  by it in respect of Credits, and of the  amounts
     
     required to compensate the Bank under this Section 5,  shall
     
     be   conclusive,  provided  that  such  determinations   and
     
     allocations are made on a reasonable basis.



               SECTION 6.  CONDITIONS PRECEDENT.
                           --------------------
                
                
               6.01 Initial Credits.  The extension of Credits by the
                    ---------------
Bank  is  subject  to the conditions precedent that  all  matters

relating  to  this  Agreement and the  transactions  contemplated

hereby  should  be reasonably satisfactory to the  Bank  and  the

receipt  by  the Bank of the following documents, each  of  which

shall  be  satisfactory to the Bank and its counsel in  form  and

substance:
                
                
                
               (a)  The  Note,  duly  executed and delivered  by  the
     
     Company;

                 
                 
               (b)  The   Security  Agreement,  duly  executed   and
     
     delivered by the Company;

                
                
               (c) The Letter of Negative Pledge, duly executed  and
     
     delivered by the Company;



               (d) The  Sales Agreement, duly executed and delivered
     
     by the Company and AT;



               (e) Evidence of the AT Credit;

                
                
               (f) Evidence  of the consummation of the transactions
     
     contemplated by the Stock and Asset Purchase Agreement;


                
                
               (g) Evidence of the release by Mitsubishi Corporation
     
     and  Mitsubishi International Corporation, respectively,  of
     
     Liens  relating  to the assets subject to  the  transactions
     
     contemplated by the Stock and Asset Purchase Agreement;



               (h) Certified copies of the charter or certificate of
     
     incorporation  (as  the  case  may  be)  and   by-laws   (or
     
     equivalent  documents) of the Company and of the resolutions
     
     of  its Board of Directors authorizing its entering into and
     
     performance of its obligations under the Credit Documents to
     
     which  it is party and the transactions contemplated  hereby
     
     and thereby;



               (i) Certificate  of  the secretary  or  an  assistant
     
     secretary of the Company in respect of each of the  officers
     
     (i)  who  is  authorized to sign on its  behalf  the  Credit
     
     Documents  to  which it is party and (ii)  who  will,  until
     
     replaced by another officer or officers duly authorized  for
     
     that purpose, act as its representative for the purposes  of
     
     signing    documents   and   giving   notices   and    other
     
     communications  in  connection with this Agreement  and  the
     
     transactions   contemplated  hereby  (and   the   Bank   may
     
     conclusively  rely  on such certificate  until  it  receives
     
     notice in writing from the Company to the contrary);



               (j) Certificate of the president or a vice  president
     
     of  the  Company  to  the effect that (i)  the  Company  has
     
     complied  and is then in compliance with all of  the  terms,
     
     conditions and covenants of the Credit Documents to which it
     
     is  party, (ii) no Default or Event of Default has  occurred
     
     hereunder  or  thereunder, either  before  or  after  giving
     
     effect   to   the  extension  of  any  Credit,   (iii)   the
     
     representations and warranties of the Company  contained  in
     
     the  Credit Documents to which it is party are true  in  all
     
     respects as if such representations and warranties had  been
     
     made  on such date, and (iv) except as disclosed to the Bank
     
     prior  to  the  date  of  the initial extension  of  Credits
     
     hereunder, there shall have been no material adverse  change
     
     in  the  financial condition, business or  property  of  the
     
     Company since February 3, 1996;


                
                
               (k) Copies  of  duly  completed and executed  Uniform
     
     Commercial Code Financing Statements covering the collateral
     
     security described in the Security Agreement, together  with
     
     evidence  satisfactory  to  the  Bank  that  such  financing
     
     statements  have  been  duly filed in all  jurisdictions  in
     
     which such filing is necessary or appropriate;



               (l) The  results of Uniform Commercial Code, tax  and
     
     judgment searches as may be requested by the Bank;


                
                
               (m)  A Borrowing Base Certificate, certified  by  the
     
     executive  vice  president or the senior  vice  president  -
     
     finance of the Company;



               (n)  A detailed  aged  accounts receivable  schedule,
     
     certified by the executive vice president or the senior vice
     
     president - finance of the Company;



               (o)  A detailed inventory schedule, certified by  the
     
     executive  vice  president or the senior  vice  president  -
     
     finance of the Company;



               (p)  Projections of sales revenue and income for  each
     
     of  the  Company and AT for the fiscal year ending in  1998,
     
     certified, in the case of the Company, by the executive vice
     
     president or the senior vice president - finance and, in the
     
     case of AT, by the executive vice president - finance or the
     
     senior vice president - finance;



               (q) Evidence  of a marine cargo insurance  policy  in
     
     form  and  substance satisfactory to the Bank, which  policy
     
     shall name the Bank as loss payee;



               (r) Evidence that the Company shall have changed  its
     
     name to "AnnTaylor Global Sourcing, Inc.";


                 
                 
                (s) An   opinion   of   counsel  to   the   Company,
     
     substantially in the form of Exhibit H hereto; and




               (t)  Such  other  documents,  approvals  and  opinions
     
     relating to the transactions contemplated hereby as the Bank
     
     or its counsel may reasonably request.



               6.02  Subsequent Credits.  The extension of Credits  by
                     ------------------
the  Bank to the Company subsequent to the date hereof is subject

to  the further conditions precedent that both immediately  prior

to  the  extension  of such Credit and also after  giving  effect

thereto (i) no Default shall have occurred and be continuing  and

(ii)  the  representations and warranties made by the Company  in

Section 7 hereof shall be true and complete on and as of the date

of the extension of such Credit with the same force and effect as

if  made on and as of such date (except as disclosed to the  Bank

in writing prior to the date thereof).



Each  notice  by  the  Company  hereunder  with  respect  to  the

extension of any Credit shall constitute a certification  by  the

Company to the effect set forth in this Section 6.02 (both as  of

the  date  of  such  notice  and, unless  the  Company  otherwise

notifies  the Bank prior thereto, as of the date of the extension

of such Credit).



               SECTION 7.  REPRESENTATIONS  AND  WARRANTIES.   The  Company
                           --------------------------------
represents and warrants to the Bank that:



               7.01  Corporate  Existence.  It is a  corporation  duly
                     --------------------
organized, validly existing and in good standing under  the  laws

of  the  jurisdiction  of its incorporation;  has  all  requisite

corporate  power  and all governmental licenses,  authorizations,

consents  and approvals necessary to own its assets and carry  on

its business as now being or as proposed to be conducted; and  is

qualified to do business in all jurisdictions in which the nature

of   the  business  conducted  by  it  makes  such  qualification

necessary  and where failure so to qualify would have a  Material

Adverse Effect.



               7.02  Financial Condition.  The combined balance sheets
                     -------------------
of CAT as at February 3, 1996 and the related combined statements

of  income,  retained earnings and changes in financial  position

(or  of cash flow, as the case may be) of CAT for the fiscal year

ended on said date, with the opinion thereon (in the case of said

balance  sheet  and statements) of Ernst & Young LLP,  heretofore

furnished  to  the  Bank,  are complete and  correct  and  fairly

present  the financial condition of CAT as at said date  and  the

results of its operations for the fiscal year ended on said date,

all  in  accordance with generally accepted accounting principles

and  practices applied on a consistent basis.  CAT  had  on  said

date  no material contingent liabilities, liabilities for  taxes,

unusual  forward  or  long-term  commitments  or  unrealized   or

anticipated  losses from any unfavorable commitments,  except  as

referred to or reflected or provided for in said balance sheet as

at said date.  Since February 3, 1996, there has been no material

adverse  change in the financial condition, operations,  business

or  prospects  of  CAT  from that set  forth  in  said  financial

statements as at said date.



               7.03  Litigation.  (a) There are no actions,  suits  or
                     ----------
proceedings (whether or not purportedly on behalf of the Company)

pending  or, to the knowledge of the Company, threatened  against

or  affecting the Company at law or in equity or before or by any

Federal,  state,  municipal  or  other  governmental  department,

commission, board, bureau, agency or instrumentality, domestic or

foreign,  which  involve  any  of the  transactions  contemplated

herein  or  which, if adversely determined against  the  Company,

would  result  in  a  Material Adverse Effect;  and  (b)  to  the

knowledge  of  the Company, the Company is not  in  default  with

respect  to  any  judgment,  writ, injunction,  decree,  rule  or

regulation  of  any court or Federal, state, municipal  or  other

governmental  department, commission, board,  bureau,  agency  or

instrumentality, domestic or foreign, which would have a Material

Adverse Effect.



               7.04  No  Breach.   The execution and delivery  of  the
                     ----------
Credit  Documents to which it is party, the consummation  of  the

transactions herein and therein contemplated and compliance  with

the  terms  and provisions hereof and thereof, will not  conflict

with or result in a breach of, or require any consent under,  the

charter  or  by-laws  of the Company, or any  applicable  law  or

regulation, or any order, writ, injunction or decree of any court

or   governmental  authority  or  agency,  or  any  agreement  or

instrument  to  which the Company is a party or by  which  it  is

bound  or  to which it is subject, or constitute a default  under

any  such  agreement or instrument, or result in the creation  or

imposition of any Lien upon any of the revenues or assets of  the

Company   pursuant  to  the  terms  of  any  such  agreement   or

instrument.



               7.05  Corporate Action.  The Company has all  necessary
                     ----------------
corporate power and authority to execute, deliver and perform its

obligations under the Credit Documents to which it is party;  the

execution, delivery and performance by the Company of the  Credit

Documents to which it is party have been duly authorized  by  all

necessary  corporate action on its part; and this  Agreement  and

the  Security  Agreement have been duly and validly executed  and

delivered  by  the  Company and constitute,  and  the  Note  when

executed  and  delivered  for value will constitute,  its  legal,

valid  and  binding  obligation, enforceable in  accordance  with

their respective terms, except to the extent that enforcement may

be  limited by applicable bankruptcy, insolvency, reorganization,

moratorium   or   similar  laws  affecting  the  enforcement   of

creditors' rights generally, and by general principles of  equity

(regardless  of whether enforcement is sought in a proceeding  in

equity or at law).



               7.06  Approvals.   No  authorizations,  approvals   or
                     ---------
consents   of,  and  no  filings  or  registrations   with,   any

governmental or regulatory authority or agency are necessary  for

the  execution,  delivery or performance by the  Company  of  the

Credit  Documents  to which it is party or for  the  validity  or

enforceability thereof.



               7.07  Use  of  Credits.   The Company  is  not  engaged
                     -----------------
principally,  or  as  one  of its important  activities,  in  the

business  of extending credit for the purpose, whether immediate,

incidental or ultimate, of buying or carrying Margin Stock and no

part of the proceeds of any Credit hereunder will be used to  buy

or carry any Margin Stock.



               7.08  ERISA.  The Company and its ERISA Affiliates have
                     -----
fulfilled their respective obligations under the minimum  funding

standards of ERISA and the Code with respect to each Plan and are

in  compliance  in  all  material  respects  with  the  presently

applicable  provisions  of  ERISA and  the  Code,  and  have  not

incurred  any  liability to the PBGC or any Plan or Multiemployer

Plan (other than to make contributions in the ordinary course  of

business,  each of which has been made on a timely  basis).   The

total benefit liabilities under each Plan do not exceed the  fair

market value of the assets of such Plan by an amount in excess of

$250,000,  based  on actuarial assumptions which are  reasonable,

both individually and in the aggregate.



               7.09  Taxes.   The Company has filed all United  States
                     -----
Federal  income  tax returns and all other material  tax  returns

which  are required to be filed by it and has paid all taxes  due

pursuant  to such returns or pursuant to any assessment  received

by  the Company, except such taxes as are being contested in good

faith  by  appropriate  proceedings.  The charges,  accruals  and

reserves  on  the books of the Company in respect  of  taxes  and

other  governmental charges are, in the opinion of  the  Company,

adequate.




               7.10 Investment Company Act.  The Company  is  not  an
                    ----------------------
"investment company", or a company "controlled" by an "investment

company",  within the meaning of the Investment  Company  Act  of

1940, as amended.




               7.11  Public  Utility Holding Company Act.  The Company
                     -----------------------------------
is  not  a  "holding company", or an "affiliate"  of  a  "holding

company" or a "subsidiary company" of a "holding company", within

the meaning of the Public Utility Holding Company Act of 1935, as

amended.



               7.12  Credit  Agreements.  Schedule 7.12  hereto  is  a
                     ------------------
complete  and correct list, as of the date of this Agreement,  of

each   credit  agreement,  loan  agreement,  indenture,  purchase

agreement,  guarantee  or  other  arrangement  providing  for  or

otherwise relating to any Indebtedness or any extension of credit

(or  commitment for any Indebtedness or any extension of  credit)

to,  or guarantee by, the Company the aggregate principal or face

amount  of  which  equals or exceeds (or  may  equal  or  exceed)

$250,000  and the aggregate principal or face amount  outstanding

or  which  may become outstanding under each such arrangement  is

correctly described in said Schedule 7.12.




               7.13  Hazardous Materials.  The Company has obtained all
                     -------------------
permits,  licenses  and other authorizations which  are  required

under  all  applicable Environmental Laws, except to  the  extent

failure  to have any such permit, license or authorization  would

not  have  a Material Adverse Effect.  The Company is in material

compliance  with  the terms and conditions of all  such  permits,

licenses  and authorizations, and is also in material  compliance

with  all other limitations, restrictions, conditions, standards,

prohibitions, requirements, obligations, schedules and timetables

contained  in  any  applicable  Environmental  Law  or   in   any

regulation,  code,  plan,  order, decree,  judgment,  injunction,

notice  or demand letter issued, entered, promulgated or approved

thereunder.



               7.14   Subsidiaries.  As of the date of this  Agreement,
                      ------------
the Company has no Subsidiaries.


                
                
               SECTION 8.  COVENANTS  OF  THE COMPANY.  The  Company  agrees
                           --------------------------
that, so long as either of the Commitments is in effect and until

payment  in  full of the principal of and interest on the  Loans,

the  Reimbursement Obligations and all other amounts  payable  by

the Company hereunder:



               8.01  Financial Statements.  The Company shall  deliver
                     --------------------
to the Bank:



               (a)  as  soon as available and in any event within  45
     
     days  after  the  end  of  each of the  first  three  fiscal
     
     quarterly  periods  of  each fiscal  year  of  the  Company,
     
     statements  of  income,  retained earnings  and  changes  in
     
     financial position (or of cash flow, as the case may be)  of
     
     the  Company  for  such period and for the period  from  the
     
     beginning of the respective fiscal year to the end  of  such
     
     period, and the related balance sheets as at the end of such
     
     period   setting forth in each case in comparative form  the
     
     corresponding  figures for the corresponding period  in  the
     
     preceding fiscal year, accompanied by a certificate  of  the
     
     executive  vice  president or the senior  vice  president  -
     
     finance  of the Company, which certificate shall state  that
     
     said  financial  statements  fairly  present  the  financial
     
     condition and results of operations, as the case may be,  of
     
     the Company in accordance with generally accepted accounting
     
     principles, consistently applied, as at the end of, and for,
     
     such  period  (subject to normal year-end audit adjustments,
     
     none of which shall be material);



               (b)  as  soon as available and in any event within 120
     
     days  after the end of each fiscal year of the Company,  (i)
     
     statements  of  income,  retained earnings  and  changes  in
     
     financial position (or of cash flow, as the case may be)  of
     
     the Company for such year and the related balance sheets  as
     
     at  the  end  of such year, setting forth in  each  case  in
     
     comparative form the corresponding figures for the preceding
     
     fiscal  year,  and  (ii) projections of  sales  revenue  and
     
     income  of  the Company for the succeeding fiscal year,  and
     
     accompanied in the case of said statements and balance sheet
     
     described  in  clause  (i) above by  a  certificate  of  the
     
     executive  vice  president or the senior  vice  president  -
     
     finance  of the Company, which certificate shall state  that
     
     said  financial  statements  fairly  present  the  financial
     
     condition  and  results  of operations  of  the  Company  in
     
     accordance  with  generally accepted accounting  principles,
     
     consistently applied, as at the end of, and for, such fiscal
     
     year;



               (c)  as  soon as available and in any event within ten
     
     (10) days after the end of each month of each fiscal year of
     
     the  Company,  an updated aged accounts receivable  schedule
     
     and inventory schedule, which schedules shall be in form and
     
     substance  satisfactory to the Bank  and  certified  by  the
     
     executive  vice  president or the senior  vice  president  -
     
     finance of the Company.


                
                
               (d)  as  soon as available and in any event within ten
     
     (10) days after the end of each month of each fiscal year of
     
     the  Company,  an updated Borrowing Base Certificate,  which
     
     certificate  shall be in form and substance satisfactory  to
     
     the  Bank  and certified by the executive vice president  or
     
     the senior vice president - finance of the Company.



               (e)  promptly upon their becoming available, copies of
     
     all registration statements and regular periodic reports, if
     
     any,  which the Company shall have filed with the Securities
     
     and   Exchange   Commission  (or  any  governmental   agency
     
     substituted therefor) or any national securities exchange;




               (f)  promptly  upon  the  mailing  thereof   to   the
     
     shareholders  of  the  Company  generally,  copies  of   all
     
     financial  statements,  reports  and  proxy  statements   so
     
     mailed;



               (g)  as  soon as possible, and in any event within ten
     
     (10) days after the Company knows or has reason to know that
     
     any of the events or conditions specified below with respect
     
     to any Plan or Multiemployer Plan have occurred or exist,  a
     
     statement  signed  by the executive vice  president  or  the
     
     senior vice president - finance of the Company setting forth
     
     details  respecting such event or condition and the  action,
     
     if any, which the Company or its ERISA Affiliate proposes to
     
     take  with  respect thereto (and a copy  of  any  report  or
     
     notice  required to be filed with or given to  PBGC  by  the
     
     Company or an ERISA Affiliate with respect to such event  or
     
     condition):



                    (i)  any  reportable event,  as  defined  in
          
          Section  4043(b)  of  ERISA and the regulations  issued
          
          thereunder,  as  to  which PBGC has not  by  regulation
          
          waived the requirement of Section 4043(a) of ERISA that
          
          it be notified within 30 days of the occurrence of such
          
          event  (provided  that a failure to  meet  the  minimum
          
          funding  standard of Section 412 of the Code or Section
          
          302 of ERISA shall be a reportable event regardless  of
          
          the  issuance of any waivers in accordance with Section
          
          412(d) of the Code);



                    (ii)  the  filing under Section 4041 of ERISA
          
          of  a  notice  of intent to terminate any Plan  or  the
          
          termination of any Plan;



                    (iii) the  institution by PBGC of proceedings
          
          under Section 4042 of ERISA for the termination of,  or
          
          the  appointment of a trustee to administer, any  Plan,
          
          or the receipt by the Company or any ERISA Affiliate of
          
          a notice from a Multiemployer Plan that such action has
          
          been  taken  by PBGC with respect to such Multiemployer
          
          Plan;



                    (iv) the  complete or partial withdrawal  by
          
          the  Company or any ERISA Affiliate under Section  4201
          
          or  4204  of  ERISA from a Multiemployer Plan,  or  the
          
          receipt by the Company or any ERISA Affiliate of notice
          
          from  a Multiemployer Plan that it is in reorganization
          
          or insolvency pursuant to Section 4241 or 4245 of ERISA
          
          or that it intends to terminate or has terminated under
          
          Section 4041A of ERISA; and



                    (v) the institution of a proceeding against
          
          the  Company or any ERISA Affiliate to enforce  Section
          
          515  of ERISA, which proceeding is not dismissed within
          
          30 days;



               (h)  promptly after the Company knows or has reason to
     
     know that any Default has occurred, a notice of such Default
     
     describing the same in reasonable detail and, together  with
     
     such notice or as soon thereafter as possible, a description
     
     of  the  action that the Company has taken and  proposes  to
     
     take with respect thereto;



               (i) promptly upon their becoming available, copies of
     
     all registration statements and regular periodic reports, if
     
     any,  which  ATSC shall have filed with the  Securities  and
     
     Exchange  Commission (or any governmental agency substituted
     
     therefor) or any national securities exchange;


                
                
               (j)  as  soon as available and in any event within ten
     
     (10) days after the end of each month of each fiscal year of
     
     ATSC,  a report setting forth the status of the credit lines
     
     under  the AT Facility Agreement, which report shall  be  in
     
     form and substance satisfactory to the Bank and certified by
     
     the executive vice president or the senior vice president  -
     
     finance of ATSC; and



              (k)  from time to time such other information regarding
     
     the  business, affairs or financial condition of the Company
     
     as the Bank may reasonably request.




The  Company  will furnish to the Bank, at the time it  furnishes

each set of financial statements pursuant to paragraph (a) or (b)

above,  a  certificate  of the executive vice  president  or  the

senior vice president - finance of the Company to the effect that

no Default has occurred and is continuing (or, if any Default has

occurred  and  is continuing, describing the same  in  reasonable

detail  and describing the action that the Company has taken  and

proposes to take with respect thereto).



               8.02  Litigation.  The Company will promptly give to the
                     ----------
Bank  notice  of all legal or arbitral proceedings,  and  of  all

proceedings by or before any governmental or regulatory authority

or  agency, and any material development in respect of such legal

or  other  proceeding affecting the Company,  except  proceedings

which, if adversely determined, would not have a Material Adverse

Effect.



                8.03  Corporate  Existence,  Etc.   The  Company  will
                      --------------------------
preserve  and  maintain its corporate existence and  all  of  its

material rights, privileges and franchises (provided that nothing

in  this  Section  8.03 shall prohibit any transaction  expressly

permitted   under   Section  8.05  hereof);   comply   with   the

requirements  of  all  applicable laws,  rules,  regulations  and

orders  of  governmental or regulatory authorities if failure  to

comply  with  such  requirements would have  a  Material  Adverse

Effect; pay and discharge all taxes, assessments and governmental

charges or levies imposed on it or on its income or profits or on

any  of  its property prior to the date on which penalties attach

thereto, except for any such tax, assessment, charge or levy  the

payment  of which is being contested in good faith and by  proper

proceedings  and  against  which  adequate  reserves  are   being

maintained; maintain all of its properties used or useful in  its

business  in good working order and condition, ordinary wear  and

tear  excepted;  and permit representatives of the  Bank,  during

normal  business hours, to examine, copy and make  extracts  from

its  books and records, to inspect its properties, and to discuss

its  business  and affairs with its officers, all to  the  extent

reasonably requested by the Bank.



               8.04  Insurance.   The  Company will  keep  insured  by
                     ----------
financially  sound  and  reputable insurers  all  property  of  a

character usually insured by corporations engaged in the same  or

similar business similarly situated against loss or damage of the

kinds  and  in  the amounts customarily insured against  by  such

corporations and carry such other insurance as is usually carried

by such corporations.



               8.05  Prohibition of Fundamental Changes.  The  Company
                     ----------------------------------
will not enter into any transaction of merger or consolidation or

amalgamation, or liquidate, wind up or dissolve itself (or suffer

any  liquidation or dissolution).  The Company will  not  acquire

any  business or assets from, or capital stock of, or be a  party

to  any  acquisition  of,  any Person  except  for  purchases  of

inventory  and  other assets to be sold or used in  the  ordinary

course  of  business.  The Company will not convey, sell,  lease,

transfer or otherwise dispose of, in one transaction or a  series

of  transactions, all or a substantial part of  its  business  or

assets,  whether  now  owned  or hereafter  acquired  (including,

without  limitation,  receivables and  leasehold  interests,  but

excluding  (i) any inventory or other assets sold or disposed  of

in  the ordinary course of business and (ii) obsolete or worn-out

property,  tools  or equipment no longer used or  useful  in  its

business).   The  Company  will  not  amend  its  certificate  of

incorporation  or by-laws in any manner adverse to the  interests

of  the  Bank  hereunder.   Notwithstanding  the  foregoing,  the

Company  shall  be  permitted to acquire one  (1)  share  of  the

outstanding  capital stock of C.A.T. (Far East) Limited,  a  Hong

Kong corporation.



               8.06 Limitation on Liens.  The Company will not create,
                    -------------------
incur,  assume  or  suffer to exist any  Lien  upon  any  of  its

property,  assets  or revenues, whether now  owned  or  hereafter

acquired, except:


                
                
               (a)  Liens  imposed by any governmental authority  for
     
     taxes, assessments or charges not yet due or which are being
     
     contested  in  good faith and by appropriate proceedings  if
     
     adequate reserves with respect thereto are maintained on the
     
     books of the Company in accordance with GAAP;



               (b)  carriers', warehousemen's, mechanics',  material-
     
     men's,  repairmen's  or  other like  Liens  arising  in  the
     
     ordinary  course  of business which are not  overdue  for  a
     
     period of more than 30 days or which are being contested  in
     
     good faith and by appropriate proceedings;


                
                
               (c)  pledges  or deposits under worker's compensation,
     
     unemployment  insurance   and   other   social    security
     
     legislation;



               (d) deposits to secure the performance of bids, trade
     
     contracts (other than for borrowed money), leases, statutory
     
     obligations, surety and appeal bonds, performance bonds  and
     
     other  obligations of a like nature incurred in the ordinary
     
     course of business;



               (e)  easements, rights-of-way, restrictions and  other
     
     similar  encumbrances  incurred in the  ordinary  course  of
     
     business and encumbrances consisting of zoning restrictions,
     
     easements, licenses, restrictions on the use of property  or
     
     minor   imperfections  in  title  thereto  which,   in   the
     
     aggregate, are not material in amount, and which do  not  in
     
     any  case  materially detract from the value of the property
     
     subject  thereto or interfere with the ordinary  conduct  of
     
     the business of the Company;



               (f)  Liens  on  assets  of corporations  which  become
     
     Subsidiaries  of  the  Company  after  the  date   of   this
     
     Agreement, provided that such Liens are in existence at  the
     
     time the respective corporations become Subsidiaries of  the
     
     Company and were not created in anticipation thereof;


                
                
               (g)  Liens upon real and/or tangible personal property
     
     acquired after the date hereof (by purchase, construction or
     
     otherwise)  by the Company, each of which Liens  either  (A)
     
     existed  on such property before the time of its acquisition
     
     and  was  not created in anticipation thereof,  or  (B)  was
     
     created  solely  for  the purpose of  securing  Indebtedness
     
     representing, or incurred to finance, refinance  or  refund,
     
     the  cost  (including  the  cost  of  construction)  of  the
     
     respective property; provided that no such Lien shall extend
     
     to  or  cover  any property of the Company  other  than  the
     
     respective  property  so acquired and improvements  thereon;
     
     and   provided   further  that  the  principal   amount   of
     
     Indebtedness  secured  by any such Lien  shall  at  no  time
     
     exceed  80% of the fair market value (as determined in  good
     
     faith  by  the executive vice president or the  senior  vice
     
     president  -  finance or controller of the Company)  of  the
     
     respective  property  at  the  time  it  was  acquired   (by
     
     purchase, construction or otherwise); and



               (h)  any  extension,  renewal or  replacement  of  the
     
     foregoing,  provided,  however,  that  the  Liens  permitted
     
     hereunder  shall  not  be  spread to  cover  any  additional
     
     Indebtedness or property (other than a substitution of  like
     
     property).



               8.07   Indebtedness.  The Company will not create, incur
                      -------------
or suffer to exist any Indebtedness except:

                
                
               (a)  Indebtedness to the Bank hereunder or  heretofore
     
     outstanding;



               (b)  Indebtedness outstanding on the date  hereof  and
     
     listed in Schedule 8.07 hereto;



               (c)  Indebtedness  of  the Company  secured  by  Liens
     
     permitted under Section 8.06(g) hereof up to such amount  as
     
     is permitted by the Bank in its sole discretion;


               
               (d)  Subordinated Indebtedness (but in no event greater
     
     than $150,000 in the aggregate); and



               (e)  additional Indebtedness of the Company up to such
     
     amount as is permitted by the Bank in its sole discretion.



               8.08  Investments.  The Company will not make or permit
                     -----------
to remain outstanding any Investments except:



               (a) operating deposit accounts with banks;

               
               (b) Permitted Investments;

                
                
               (c) Investments  outstanding on the date  hereof  and
     
     identified in Schedule 8.08 hereto; and



               (d) such other Investments as is permitted by the Bank
     
     in its sole discretion.



               8.09  Dividend Payments.  The Company will not  declare
                     -----------------
or make any Dividend Payment at any time; provided, however, that
                                          --------  -------
the  Company  may  declare and make Dividend  Payments  in  cash,

subject  to  the satisfaction of each of the following conditions

on  the  date  of such Dividend Payment and after  giving  effect

thereto:



               (a)  no Default shall have occurred and be continuing;
     
     and

                
                
               (b)  the Company shall have delivered to the Bank,  at
     
     least  3  Business Days (but not more than 7 Business  Days)
     
     prior  to  the  date  of the proposed  Dividend  Payment,  a
     
     certificate  of the executive vice president or  the  senior
     
     vice  president  -  finance  of the  Company  setting  forth
     
     computations in reasonable detail demonstrating satisfaction
     
     of  the  covenants set forth in Section 8.10, 8.11 and  8.12
     
     hereof as at the date of such certificate.



               8.10  Leverage Ratio.  The Company will not permit  the
                     --------------
Leverage Ratio to exceed the following respective amounts at  any

time during the following respective periods:




          Period                             Ratio
          ------                             -----

     From the date hereof
     and at all times thereafter             3.20 to 1
     



                
               8.11  Net  Worth.   The  Company will  not  permit  the
                     ----------
aggregate sum of (i) Tangible Net Worth and (ii) the undrawn face

amount  of the AT Credit to be less than the following respective

amounts at any time during the following respective periods:



          Period                               Amount
          ------                               ------
     From the date hereof
     and at all times thereafter            $13,000,000
      




               8.12  Current  Ratio.  The Company will not permit  the
                     --------------
ratio of current assets of the Company to current liabilities  of

the  Company to be less than the following respective amounts  at

any time during the following respective periods:



          Period                             Ratio
          ------                             ------
     From the date hereof
     through February 1, 1997               1.25 to 1 
      
     From February 2, 1997
     and at all times thereafter            1.50 to 1 
      



For  purposes  hereof,  the terms "current assets"  and  "current
                                   --------------         -------
liabilities" shall have the respective meanings assigned to  them
- -----------
by GAAP.



               8.13  Subordinated Indebtedness.  The Company shall not
                     -------------------------
purchase,  redeem,  retire or otherwise acquire  for  value,  set

apart any money for a sinking, defeasance or other analogous fund

for,  the  purchase, redemption, retirement or other  acquisition

of,  or make any voluntary payment or prepayment of the principal

of  or interest on, or any other amount owing in respect of,  any

Subordinated   Indebtedness,  except  for   regularly   scheduled

payments  of  principal and interest in respect thereof  required

pursuant   to   the  instruments  evidencing  such   Subordinated

Indebtedness.



               8.14  Lines  of  Business.  Without the  prior  written
                     -------------------
consent  of  the  Bank,  the Company  shall  not  engage  to  any

substantial  extent  in any line or lines  of  business  activity

other than the business of purchase and wholesale distribution of

apparel, shoes and accessories.



               8.15  Transactions with Affiliates.  The  Company  will
                     ----------------------------
not  directly  or  indirectly:  (a) make  any  Investment  in  an

Affiliate; (b) transfer, sell, lease, assign or otherwise dispose

of any assets to an Affiliate; (c) merge into or consolidate with

or  purchase  or acquire assets from an Affiliate; or  (d)  enter

into any other transaction directly or indirectly with or for the

benefit   of   an   Affiliate  (including,  without   limitation,

guarantees  and  assumptions  of obligations  of  an  Affiliate);

provided that (w) the Company may enter into transactions with AT
- --------
or  ATSC  contemplated by the Sales Agreement, (x) any  Affiliate

who is an individual may serve as a director, officer or employee

of the Company and receive reasonable compensation for his or her

services  in  such  capacity,  (y) the  Company  may  enter  into

transactions (other than extensions of credit by the  Company  to

an   Affiliate)  providing  for  the  leasing  of  property,  the

rendering  or  receipt of services or the  purchase  or  sale  of

inventory and other assets in the ordinary course of business  if

the monetary or business consideration arising therefrom would be

substantially as advantageous to the Company as the  monetary  or

business   consideration  which  would  obtain  in  a  comparable

transaction  with a Person not an Affiliate, and (z) the  Company

may  enter into transactions (other than extensions of credit  by

the  Company)  with  AT  or ATSC providing  for  the  leasing  of

property  or  the  rendering  or  receipt  of  support  services;

provided,  further,  the Company may in the  ordinary  course  of
- --------   -------
business  enter into such transactions (other than extensions  of

credit  by  the Company) not otherwise permitted by this  Section

8.15 to the extent the related Affiliate is either AT or ATSC.



               8.16  Use  of  Proceeds.   The  Company  will  use  the
                     -----------------
proceeds  of the Credits hereunder solely in connection with  the

purchase  and  wholesale  distribution  of  apparel,  shoes   and

accessories  (in  compliance  with  all  applicable   legal   and

regulatory    requirements,   including,   without    limitation,

Regulations G, T, U and X and the Securities Act of 1933 and  the

Securities  Exchange Act of 1934 and the regulations thereunder);

provided, that the Bank shall not have any responsibility  as  to
- --------
the use of any of such proceeds.



               8.17  AT  Credit.   In  the event any Credit  hereunder
                     ----------
remains outstanding beyond the expiry date of the AT Credit,  the

Company  shall at the request of the Bank cause AT to extend  the

expiry date of the AT Credit to such later date.



                
               8.18  Amendments to Other Documents.  The Company shall
                     -----------------------------
not (a) amend, supplement or otherwise modify the Sales Agreement

or  any of the documents or instruments evidencing, constituting,

governing,   Guaranteeing  or  securing  the   payment   of   any

Subordinated Indebtedness, or (b) waive any of the obligations of

AT under the Sales Agreement.



               8.19  Audit  of Inventory and Accounts Receivable.   At
                     -------------------------------------------
the  request  of the Bank, the Company shall permit the  Bank  to

conduct   from  time  to  time  an  audit  (in  scope  reasonably

satisfactory  to  the  Bank) of the inventory  and  the  accounts

receivable  of  the  Company,  at  the  expense  of  the  Company

(provided  that  the costs of such audit are in  accordance  with

normal industry practice for similar audits).



               8.20  Sales to AT.  So long as a Special CAD Event shall
                     -----------
have  occurred and be continuing, the Company shall  conduct  all

transactions  with  AT (under the Sales Agreement  or  otherwise)

exclusively on a Cash Against Documents basis.


                
               8.21  Operating Account.  Other than in connection with
                     -----------------
its  payroll operations, the Company shall maintain  all  of  its

principal bank accounts with the Bank.



               8.22  Additional Subsidiaries.  Promptly upon any Person
                     -----------------------
becoming a Subsidiary of the Company on or after the date hereof,

the   Company   shall  so  notify  the  Bank   (specifying   such

Subsidiary) and, if requested by the Bank, (a) cause  the  shares

of  capital stock of such Person to be pledged to the Bank by the

owner  thereof pursuant to a pledge agreement (which  may  be  an

existing Security Document) in form and substance satisfactory to

the  Bank  (unless  such Person is a Foreign  Subsidiary  of  the

Company,  in which case (i) if such Person is a Subsidiary  of  a

Foreign  Subsidiary of the Company, no shares of  stock  of  such

Person  shall be required to be pledged pursuant to  this  clause

(a)  and (ii) in all other cases, not more than 65% of the issued

and  outstanding  stock of such Person shall be  required  to  be

pledged hereunder); (b) cause such Person (unless such Person  is

a  Foreign  Subsidiary of the Company) to execute and deliver  to

the   Bank   a   Guarantee  in  form  and  substance   reasonably

satisfactory  to  the Bank (which shall, to  the  fullest  extent

practicable,  be  in  the form of one of  the  existing  Security

Documents) guaranteeing the obligations of the Company  hereunder

and  under  the other Credit Documents to which it is party;  (c)

cause such Person (unless such Person is a Foreign Subsidiary  of

the  Company) to execute and deliver a security agreement, pledge

agreement  and/or  mortgage  in  form  and  substance  reasonably

satisfactory  to the Bank (each of which shall,  to  the  fullest

extent  practicable,  be  in the form  of  one  of  the  existing

Security  Documents) granting Liens on substantially all  of  the

properties,  assets,  revenues,  rights  or  business   of   such

Subsidiary  as  collateral  security  for  the  payment  of   the

obligations  of the Company hereunder and under the other  Credit

Documents to which it is party; and (d) cause to be executed  and

delivered  to the Bank such other documentation as the  Bank  may

reasonably  request in connection with the foregoing,  including,

without  limitation, certificates evidencing  pledged  shares  of

stock,   executed,  undated  stock  powers  therefor,   certified

corporate  resolutions  and  other corporate  documents  of  such

Person  and  favorable opinions of counsel to such Person  (which

shall  cover, among other things, the legality, validity, binding

effect and enforceability of the documentation referred to above,

subject to customary exceptions satisfactory to the Bank) all  in

form,  content  and  scope, mutatis mutandis, comparable  to  the
                            ------- --------
corresponding  documentation furnished pursuant to Sections  6.01

and 6.02 hereof.



               SECTION 9.  EVENTS OF DEFAULT AND REMEDIES.  If one or more of
                           ------------------------------
the  following  events (herein called "Events of Default")  shall
                                       -----------------
occur and be continuing:


                
               (a) The Company shall default in the payment when due
     
     of   any   principal  of  or  interest  on  any  Loan,   any
     
     Reimbursement Obligation or any other amount payable  by  it
     
     hereunder; or



               (b)  Any Obligor shall default in the payment when due
     
     of any principal of or interest on any of its or their other
     
     Indebtedness  in the aggregate outstanding principal  amount
     
     of $5,000,000 (in the case of the Company, $500,000) or more
     
     for  such Obligor or Obligors; or any event specified in any
     
     note,  agreement, indenture or other document evidencing  or
     
     relating  to  any  other  Indebtedness  of  any  Obligor  or
     
     Obligors  in the aggregate outstanding principal  amount  of
     
     $5,000,000  (in the case of the Company, $500,000)  or  more
     
     for  such  Obligor or Obligors shall occur if the effect  of
     
     such event is to cause, or (with the giving of any notice or
     
     the  lapse of time or both) to permit the holder or  holders
     
     of  such  Indebtedness (or a trustee or agent on  behalf  of
     
     such  holder  or  holders) to cause,  such  Indebtedness  to
     
     become due, or to be prepaid in full (whether by redemption,
     
     purchase or otherwise), prior to its stated maturity; or



               (c) Any representation, warranty or certification made
     
     or  deemed made herein (or in any modification or supplement
     
     hereto) by the Company, or any certificate furnished to  the
     
     Bank  pursuant to the provisions hereof (or thereof),  shall
     
     prove  to have been false or misleading as of the time  made
     
     or  furnished in any material respect and, unless  the  Bank
     
     reasonably  determines  that  circumstances  rendering  such
     
     representation, warranty certification or certificate  false
     
     or  misleading  are  not  reasonably susceptible  of  remedy
     
     within  15  days  after notice thereof,  such  circumstances
     
     shall  continue  unremedied for a period of  15  days  after
     
     notice thereof to the Company by the Bank; or



               (d)  The  Company shall default in the performance  of
     
     any  of its obligations under Section 8.01(h) hereof; or the
     
     Company shall default in the performance of any of its other
     
     obligations in this Agreement or the other Credit  Documents
     
     and  such default shall continue unremedied for a period  of
     
     15 days after notice thereof to the Company by the Bank; or



               (e) Any  Obligor shall admit in writing its inability
     
     to,  or be generally unable to, pay its debts as such  debts
     
     become due; or



               (f) Any Obligor shall (i) apply for or consent to the
     
     appointment of, or the taking of possession by, a  receiver,
     
     custodian, trustee or liquidator of itself or of  all  or  a
     
     substantial  part  of  its property,  (ii)  make  a  general
     
     assignment for the benefit of its creditors, (iii)  commence
     
     a  voluntary case under any applicable bankruptcy law,  (iv)
     
     file  a petition seeking to take advantage of any other  law
     
     relating    to   bankruptcy,   insolvency,   reorganization,
     
     winding-up,  or composition or readjustment  of  debts,  (v)
     
     fail  to  controvert in a timely and appropriate manner,  or
     
     acquiesce in writing to, any petition filed against it in an
     
     involuntary  case  under any applicable bankruptcy  law,  or
     
     (vi)  take any corporate action for the purpose of effecting
     
     any of the foregoing; or



               (g)  A  proceeding or case shall be commenced, without
     
     the  application or consent of any Obligor, in any court  of
     
     competent   jurisdiction,  seeking  (i)   its   liquidation,
     
     reorganization,   dissolution   or   winding-up,   or    the
     
     composition   or  readjustment  of  its  debts,   (ii)   the
     
     appointment of a trustee, receiver, custodian, liquidator or
     
     the  like of the Company of all or any substantial  part  of
     
     its  assets,  or  (iii) similar relief  in  respect  of  the
     
     Company  under  any law relating to bankruptcy,  insolvency,
     
     reorganization, winding-up, or composition or adjustment  of
     
     debts,   and   such  proceeding  or  case   shall   continue
     
     undismissed,  or an order, judgment or decree  approving  or
     
     ordering  any of the foregoing shall be entered and continue
     
     unstayed and in effect, for a period of 60 or more days;  or
     
     an order for relief against such Obligor shall be entered in
     
     an involuntary case under any applicable bankruptcy law; or


                
                
               (h)  A  final  judgment or a series of  related  final
     
     judgments for the payment of money in excess of $250,000  in
     
     the  aggregate (net of related insurance proceeds) shall  be
     
     rendered  by a court or courts against the Company  and  the
     
     same shall not be discharged (or provision shall not be made
     
     for  such  discharge), or a stay of execution thereof  shall
     
     not  be  procured,  within 30 days from the  date  of  entry
     
     thereof and the Company shall not, within said period of  30
     
     days,  or such longer period during which execution  of  the
     
     same shall have been stayed, appeal therefrom and cause  the
     
     execution thereof to be stayed during such appeal;



               (i)  An event or condition specified in Section 8.01(g)
     
     hereof  shall  occur or exist with respect to  any  Plan  or
     
     Multiemployer  Plan  and,  as a  result  of  such  event  or
     
     condition,   together  with  all  other   such   events   or
     
     conditions, the Company or any of its ERISA Affiliates shall
     
     incur  a  liability to a Plan, a Multiemployer Plan or  PBGC
     
     (or  any combination of the foregoing) in excess of $250,000
     
     in  the  aggregate for the Company and all ERISA Affiliates;
     
     or



               (j)  Any of the Security Documents shall cease to be in
     
     full  force  and  effect, or shall  cease  in  any  material
     
     respect  to grant to the Bank the Liens, rights, powers  and
     
     privileges  purported  to  be  created  thereby  (including,
     
     without  limitation, a perfected security interest  in,  and
     
     Lien on, all of the collateral subject thereto superior  and
     
     prior  to the rights of all third Persons and subject to  no
     
     other Liens (except to the extent expressly permitted herein
     
     or therein)); or



               (k)  The AT Credit shall cease to be in full force and
     
     effect,  or shall cease in any material respect to grant  to
     
     the  Bank the rights, powers and privileges purported to  be
     
     created thereby; or



                (l) AT shall default in the performance of any of its
     
     obligations under any of the covenants set forth in  the  AT
     
     Facility Agreement, including those obligations provided for
     
     in  Sections  9.01, 9.02 and 9.03 thereof,  irrespective  of
     
     whether  the  holder or holders of the related  Indebtedness
     
     (or  a trustee or agent on behalf of such holder or holders)
     
     shall provide notice to AT or otherwise of any such event of
     
     default  (for purposes of this Section 9, the provisions  of
     
     the AT Facility Agreement shall be applied as originally set
     
     forth therein, notwithstanding as any such provision may  be
     
     amended, supplemented or otherwise modified).



THEREUPON:  (i) in the case of an Event of Default other than one

referred  to in clause (f) or (g) of this Section 9 with  respect

to  any  Obligor, the Bank may, by notice to the Company,  cancel

the   Commitments  and/or  declare  the  principal  amount   then

outstanding  of,  and the accrued interest  on,  the  Loans,  any

Reimbursement  Obligations and all other amounts payable  by  the

Company   hereunder  and  under  the  Note  (including,   without

limitation,  any amounts payable under Section 5  hereof)  to  be

forthwith  due  and  payable, whereupon  such  amounts  shall  be

immediately due and payable without presentment, demand,  protest

or  other  formalities  of  any kind, all  of  which  are  hereby

expressly  waived by the Company; and (ii) in  the  case  of  the

occurrence  of an Event of Default referred to in clause  (f)  or

(g)   of  this  Section  9  with  respect  to  any  Obligor,  the

Commitments  shall  automatically be canceled and  the  principal

amount  then  outstanding of, and the accrued  interest  on,  the

Loans,  any  Reimbursement  Obligations  and  all  other  amounts

payable  by  the Company hereunder and under the Note (including,

without  limitation, any amounts payable under Section 5  hereof)

shall  become  automatically immediately due and payable  without

presentment,  demand, protest or other formalities of  any  kind,

all of which are hereby expressly waived by the Company.


               
               
               SECTION 10.  MISCELLANEOUS.
                            -------------
                
                
               10.01  Waiver.   No failure on the part of the  Bank  to
                      ------
exercise  and  no delay in exercising, and no course  of  dealing

with  respect  to,  any  right, power  or  privilege  under  this

Agreement  or  any  Note shall operate as a waiver  thereof,  nor

shall  any  single  or partial exercise of any  right,  power  or

privilege under this Agreement or the Note preclude any other  or

further  exercise  thereof or the exercise of  any  other  right,

power  or privilege.  The remedies provided herein are cumulative

and not exclusive of any remedies provided by law.



               10.02  Notices.   All  notices and other  communications
                      -------
provided   for   herein  (including,  without   limitation,   any

modifications  of, or waivers or consents under, this  Agreement)

shall  be  given  or  made by telecopy, telegraph,  cable  or  in

writing and telecopied, telegraphed, cabled, mailed or delivered,

addressed as follows:




     if to the Company:

          
          AnnTaylor Global Sourcing, Inc.
          142 West 57th Street
          New York, NY  10019
          Attention:     General Counsel

          
          Telecopier No.:  (212) 541-3299
          Telephone No.:   (212) 541-3300

     
     
     with a copy to:

          AnnTaylor Global Sourcing, Inc.
          142 West 57th Street
          New York, NY  10019
          Attention:   Senior Vice President - Finance

     
     with an additional copy to:
          
          Skadden, Arps, Slate, Meagher & Flom
          919 Third Avenue
          New York, NY  10022
          Attention:  Charles M. Fox, Esq.


     
     if to the Bank:
          
          The Hongkong and Shanghai Banking
          Corporation Limited, New York Branch
          140 Broadway
          New York, NY  10005
          Attention:     NYK CBU TRS

          
          Telecopier No.:     (212) 658-2813
          Telephone No.: (212) 658-2888

     
     with a copy to:
          
          Moon & Ikeda
          555 Madison Avenue
          New York, NY  10022
          Attention:     Alexander P. Moon, Esq.



or, as to any party, at such other address as shall be designated

by  such  party  in  a  notice to each other  party.   Except  as

otherwise  provided  in this Agreement, all  such  communications

shall  be  deemed  to  have been duly given when  transmitted  by

telecopier,  delivered  to  the  telegraph  or  cable  office  or

personally  delivered  or, in the case  of  a  mailed  notice,  5

Business  Days  after the date deposited in  the  mails,  postage

prepaid, in each case given or addressed as aforesaid.




               10.03  Expenses, Etc.  The Company agrees, upon  demand,
                      -------------
to  pay  or  reimburse the Bank for paying:  (a)  all  reasonable

out-of-pocket   expenses   of  the   Bank   (including,   without

limitation,  the reasonable fees and expenses of Messrs.  Moon  & Ikeda,  counsel  to  the  Bank),  in  connection  with  (i)   the

negotiation,   preparation,  execution  and  delivery   of   this

Agreement  and the other Credit Documents and (ii) any amendment,

modification  or waiver of any of the terms of this Agreement  or

the other Credit Documents; (b) all reasonable costs and expenses

of  the  Bank (including reasonable counsels' fees) in connection

with  any  Default and any enforcement or collection  proceedings

resulting therefrom; and (c) all transfer, stamp, documentary  or

other  similar  taxes,  assessments  or  charges  levied  by  any

governmental  or revenue authority in respect of this  Agreement,

the  Note or any other document referred to herein and all costs,

expenses,  taxes,  assessments  and  other  charges  incurred  in

connection with any filing, registration, recording or perfection

of  any  security interest contemplated by this Agreement or  any

document referred to herein.



               10.04  Amendments, Etc.  Any provision of this Agreement
                      ---------------
may  be  amended  or modified only by any instrument  in  writing

signed by the Company and the Bank.



               10.05  Successors   and   Assigns;  Assignment.    This
                      ---------------------------------------
Agreement shall be binding upon and inure to the benefit  of  the

parties  hereto  and  their respective successors  and  permitted

assigns.



               10.06  Assignments and Participations.
                      ------------------------------
                 
                 
               (a)  The  Company  may  not  assign  its  rights   or
     
     obligations hereunder or under the Notes without  the  prior
     
     consent of the Bank.



               (b)  The Bank may sell or agree to sell to one or more
     
     other Persons ("participants") a participation in all or any
     
     part of the Loans, the Note, the Commitments, the Letters of
     
     Credit,  provided that no participant shall have any  rights
     
     under  any  Credit Document (a participant's rights  against
     
     the  Bank  in respect of such participation to be those  set
     
     forth  in  the  agreement  (the  "Participation  Agreement")
     
     executed   by   the  Bank  in  favor  of  the  participant).
     
     Notwithstanding any such sale, this Agreement shall continue
     
     in full force and effect in all respects as if the Bank were
     
     maintaining and funding each Commitment and Credit in  which
     
     participations  have been sold in the same way  that  it  is
     
     maintaining  and funding the portion of such Commitment  and
     
     Credit  in  which  no participations have  been  sold.   All
     
     amounts  payable by the Company to the Bank under Section  5
     
     hereof  shall be determined as if the Bank had not  sold  or
     
     agreed to sell any participations in such Loan and as if the
     
     Bank  were funding all of such Loan in the same way that  it
     
     is   funding   the  portion  of  such  Loan  in   which   no
     
     participations have been sold.  In no event shall  the  Bank
     
     be  obligated  to  the participant under  the  Participation
     
     Agreement  to  take or refrain from taking any action  under
     
     the  Credit Document (including without limitation  granting
     
     approval  of any amendment or waiver) except that  the  Bank
     
     may  agree in the Participation Agreement that it will  not,
     
     without  the consent of the participant, agree  to  (i)  the
     
     extension of any date fixed for the payment of principal  of
     
     or interest on the related Credit, (ii) the reduction of any
     
     payment  of  principal thereof, (iii) the reduction  of  the
     
     rate at which either interest is payable thereon or (if  the
     
     participant  is  entitled  to any  part  thereof)  fees  are
     
     payable  hereunder to a level below the rate  at  which  the
     
     participant is entitled to receive interest or fees (as  the
     
     case  may  be) in respect of such participation or (iv)  the
     
     release of any guarantee or collateral security.



               (c)  The  Bank  may furnish any information concerning
     
     the Company or any of its Subsidiaries in the possession  of
     
     the  Bank  from  time to time to assignees and  participants
     
     (including prospective assignees and participants).


                
                
               10.07  Survival.   The obligations of the Company  under
                      --------
Sections  5 and 10.03 hereof shall survive the repayment  of  the

Loans  and the Reimbursement Obligations, and the termination  of

the  Commitments.  In addition, each representation and  warranty

made,  or  deemed  to  be made by a notice of  any  extension  of

Credit, hereunder shall survive the extension of such Credit  and

the  Bank  shall  not  be deemed to have  waived,  by  reason  of

extension  of such Credit, any Default or Event of Default  which

may arise by reason of such representation or warranty proving to

have been false or misleading, notwithstanding that the Bank  may

have  had  notice  or  knowledge or  reason  to  know  that  such

representation or warranty was false or misleading at the time of

such extension of Credit.



               10.08  Captions.  The table of contents and captions and
                      --------
section  headings  appearing  herein  are  included  solely   for

convenience  of  reference and are not  intended  to  affect  the

interpretation of any provision of this Agreement.



               10.09  Counterparts.  This Agreement may be executed  in
                      -------------
any  number  of  counterparts, all of which taken together  shall

constitute  one  and the same instrument and any of  the  parties

hereto   may   execute  this  Agreement  by  signing   any   such

counterpart.



               10.10  Governing Law; Submission to Jurisdiction.   THIS
                      -----------------------------------------    ----
AGREEMENT  AND EACH NOTE SHALL BE GOVERNED BY, AND  CONSTRUED  IN
- -----------------------------------------------------------------
ACCORDANCE  WITH, THE LAW OF THE STATE OF NEW YORK.  The  Company
- --------------------------------------------------
hereby  submits to the nonexclusive jurisdiction  of  the  United

States  District Court for the Southern District of New York  and

of  any  New  York State Court sitting in New York City  for  the

purposes  of all legal proceedings arising out of or relating  to

this  Agreement  or  the transactions contemplated  hereby.   The

Company  irrevocably waives, to the fullest extent  permitted  by

law,  any  objection which it may now or hereafter  have  to  the

laying  of  the venue of any such proceeding brought  in  such  a

court  and any claim that any such proceeding brought in  such  a

court has been brought in an inconvenient forum.



               10.11  Waiver of Jury Trial.  Each of the Company and the
                      --------------------
Bank  hereby irrevocably waives, to the fullest extent  permitted

by  law,  any  and  all  right to trial  by  jury  in  any  legal

proceeding  arising out of or relating to this Agreement  or  the

transactions contemplated hereby.



               10.12  Severability.  If any provision hereof is invalid
                      ------------
and  unenforceable in any applicable jurisdiction, then,  to  the

fullest extent permitted by law, (i) the other provisions  hereof

shall  remain  in full force and effect in such jurisdiction  and

shall  be  liberally construed in favor of the Bank in  order  to

carry  out the intentions of the parties hereto as nearly as  may

be  possible and (ii) the invalidity or unenforceability  of  any

provision  hereof  in  any  jurisdiction  shall  not  affect  the

validity  or  enforceability  of  such  provision  in  any  other

jurisdiction.



                                             _
          
          IN WITNESS WHEREOF, the parties hereto have caused this

Agreement to be duly executed as of the day and year first  above

written.





                              ANNTAYLOR GLOBAL SOURCING, INC.


                              By /s/ Dwight Meyer
                                 _______________________
                              Name:  Dwight Meyer
                              Title: Executive Vice President

                              
                              Address for Notices:
                              
                              142 West 57th Street
                              New York, NY  10019
                                
                              Attention: Senior Vice President - Finance
                              Telecopy: (212) 245-7724


                              
                              
                              THE HONGKONG AND SHANGHAI
                              BANKING CORPORATION LIMITED,
                              NEW YORK BRANCH


                              By:  /s/Ian Wright
                                   _______________________
                             Name:    Ian Wright
                             Title:   Vice President



                              Address for Notices:
                              140 Broadway
                              New York, NY  10005
                              Attention:     NYK CBU TRS

                              Telecopy: (212) 658-2813


                          
====================================================================          
                          
                          SCHEDULE 7.12
                                
                                
                                
                        
                        Credit Agreements
                        ------------------


   Amended and Restated Credit Agreement dated as of September 20, 1996
                
                between AnnTaylor Global Sourcing, Inc. and
           
           The Hongkong and Shanghai Banking Corporation Limited
                          

==========================================================================
                          SCHEDULE 8.07
                                
                                
                                
                           Indebtedness
                           ------------
                                
Lease Number              Description                 Payment Amount           
- ------------              -------------               --------------
00013347-001              5/F F & F                   405,705.00

00010769-001              5F/PCs & Network            299,869.00
                                                      -----------
TOTAL                                                 705,574.00
                                                      ==========


=========================================================================

                         SCHEDULE 8.08



                          
                          Investments
                          ------------


                              None


=====================================================================

                                                             EXHIBIT A



                        PROMISSORY NOTE



$8,000,000                                           September 20, 1996
                                                     
                                                     New York, New York



           FOR  VALUE  RECEIVED, ANNTAYLOR GLOBAL SOURCING,  INC.

(formerly  known  as CAT US, Inc.), a Delaware  corporation  (the

"Company"),  hereby promises to pay to THE HONGKONG AND  SHANGHAI
 -------
BANKING CORPORATION LIMITED, NEW YORK BRANCH (the "Bank"), at its
                                                   ----
office located at 140 Broadway, New York, NY 10005, the principal

sum  of  Eight Million Dollars ($8,000,000) or such lesser amount

as shall equal the aggregate unpaid principal amount of the Loans

made  by  the Bank to the Company under the Amended and  Restated

Credit  Agreement  dated as of September  20,  1996  between  the

Company and the Bank (as modified and supplemented and in  effect

from  time to time, the "Credit Agreement"), in lawful  money  of
                         ----------------
the  United States of America and in immediately available funds,

on  the  dates  provided  in the Credit  Agreement,  and  to  pay

interest  on  the unpaid principal amount of each such  Loan,  at

such  office, in like money and funds, for the period  commencing

on  the date of such Loan until such Loan shall be paid in  full,

at  the  rates per annum and on the dates provided in the  Credit

Agreement.   In  no  event shall interest  hereunder  exceed  the

maximum rate allowed under New York law.

          
          
          The date, amount and interest rate of each Loan made by

the  Bank to the Company, and each payment made on account of the

principal  thereof, shall be recorded by the Bank on  its  books;

provided  that  the failure by the Bank so to record  such  Loans

shall not affect the obligations of the Company hereunder.

           
           
           This  Note  is  the Note referred  to  in  the  Credit

Agreement and evidences Loans made by the Bank thereunder.   This

Note  modifies that certain note dated as of August 4, 1995  (the

"Existing Note") made by the Company in favor of the Bank in  the
 -------------
principal  amount  of Eight Million Dollars ($8,000,000)  and  is

hereby  delivered in substitution for the Existing Note, but  not

in  payment,  satisfaction  or cancellation  of  the  outstanding

obligations evidenced by the Existing Note.  This Note is subject

to  the  terms and conditions set forth in the Credit  Agreement,

which  terms and conditions are incorporated herein by reference.

Capitalized terms used but not defined herein have the respective

meanings assigned to them in the Credit Agreement.

           
           
           The  payment  of this Note is supported by  collateral

security provided under the Security Documents referred to in the

Credit Agreement.

           
           
           The Credit Agreement provides for the acceleration  of

the  maturity of this Note upon the occurrence of certain  events

and  for  prepayments  of  Loans upon the  terms  and  conditions

specified therein.

           
           
           THIS  NOTE  SHALL  BE GOVERNED BY, AND  CONSTRUED  AND
           ------------------------------------------------------
ENFORCED  IN  ACCORDANCE WITH, THE LAW OF THE STATE OF  NEW  YORK
- -----------------------------------------------------------------
APPLICABLE TO NOTES MADE AND TO BE PERFORMED THEREIN.
- ----------------------------------------------------


                              
                              ANNTAYLOR GLOBAL SOURCING, INC.



                              By /s/
_                                   ---------------------------

                              
                              Name:
                              
                              
                              Title:
                            
                            
============================================================================
                            
                            SCHEDULE


           This  Note  evidences  Loans  made  under  the  Credit

Agreement to the Company, on the dates, in the principal  amounts

and bearing interest at the rates set forth below, subject to the

payments and prepayments of principal set forth below.


           Principal                 Amount     Unpaid        
 Date       Amount       Interest    Paid or    Principal   Notation
 Made       of Loan        Rate      Prepaid     Amount     Made By
 ----      ---------     ---------   -------    ---------   --------
=======================================================================

                                                                EXHIBIT B



            
                  AMENDED AND RESTATED SECURITY AGREEMENT


        
         AMENDED  AND  RESTATED  SECURITY AGREEMENT  dated  as  of

September  20,  1996  between  ANNTAYLOR  GLOBAL  SOURCING,  INC.

(formerly  known as CAT US, Inc.), a Delaware corporation  having

an  office  at  142 West 57th Street, New York,  NY   10019  (the

"Company")  and  THE  HONGKONG AND SHANGHAI  BANKING  CORPORATION
 -------
LIMITED,  a  foreign banking corporation acting through  its  New

York Branch (the "Bank").
                  ----
                     
                     
                     W I T N E S S E T H :

        
         WHEREAS,  the Company has provided a collateral  security

interest  to  the  Bank under a General Security Agreement  dated

August 4, 1995 (the "Original Agreement");
                     ------------------
        
        
         WHEREAS,  the  Company has requested  that  the  Original

Agreement be restated in its entirety to reflect the amendment of

certain provisions thereof; and

        
        
         WHEREAS,  the  Company and the Bank  are  parties  to  an

Amended  and Restated Credit Agreement dated as of September  20,

1996  (as  modified and supplemented and in effect from  time  to

time,  the  "Credit Agreement"), providing, subject to the  terms
             ----------------
and  conditions  thereof, for extensions of  credit  (by  issuing

letters of credit and making loans) to be made by the Bank to the

Company  in  an aggregate face or principal amount not  exceeding

$40,000,000.

        
        
         NOW,  THEREFORE,  to induce the Bank to  enter  into  the

Credit  Agreement, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the

Company  has agreed to continue to pledge and to grant a security

interest  in the Collateral (as hereinafter defined) as  security

for   the   Secured   Obligations   (as   hereinafter   defined).

Accordingly, the parties hereto agree that the Original Agreement

is hereby amended and restated in its entirety as follows:

         
         Section 1.     Definitions.  Terms defined in the Credit  Agreement
                        -----------
are used herein as defined therein.  In addition, as used herein:

         
         "Accounts"  shall  have the meaning  ascribed  thereto  in
          --------
Section 3(d) hereof.


         "Collateral"  shall have the meaning ascribed  thereto  in
          ----------
Section 3 hereof.

       
         "Documents"  shall  have the meaning ascribed  thereto  in
          ---------
Section 3(i) hereof.

       
         "Equipment"  shall  have the meaning ascribed  thereto  in
          ---------
Section 3(g) hereof.


===========================================================================
       
         "Instruments" shall have the meaning ascribed  thereto  in
          -----------
Section 3(e) hereof.

       
         "Inventory"  shall  have the meaning ascribed  thereto  in
          ---------
Section 3(f) hereof.

        
         "Issuers"   shall  mean,  collectively,  the   respective
          -------
corporations  identified in Annex 1 hereto  under  the  caption
  
"Issuers".
 -------

         "Pledged Stock" shall have the meaning ascribed thereto in
          -------------
Section 3(a) hereof.

       
         "Secured  Obligations" shall mean, collectively,  (a)  the
          --------------------
principal  of  and interest on the Loans made by the  Bank  to,

and  the  Note held by the Bank of, the Company, and all  other

amounts  from  time to time owing to the Bank  by  the  Company
  
under the Credit Agreement or the Note, (b) all obligations  of

the  Company to the Bank hereunder, and (c) all obligations  of

the  Company  under any other Credit Document to  which  it  is

party.

        
         "Stock Collateral" shall mean, collectively, the
          ----------------
Collateral  described in clauses (a) through (c) of  Section  3
  
hereof  and  the proceeds of and to any such property  and,  to

the  extent related to any such property or such proceeds,  all
  
books,  correspondence,  credit files,  records,  invoices  and
  
other papers.

        
         "Uniform Commercial Code"  shall  mean   the   Uniform
          -----------------------
Commercial  Code  as in effect in the State of  New  York  from

time to time.

              
         Section 2.     Representations and Warranties.    The   Company
                        ------------------------------
represents and warrants to the Bank that:

         
         (a)  the  Company  is  the sole beneficial  owner  of  the
  
Collateral  and  no  Lien  exists  or  will  exist   upon   any
  
Collateral  at  any  time  (and,  with  respect  to  the  Stock

Collateral,  no right or option to acquire the same  exists  in

favor  of  any other Person), except for Liens permitted  under

Section 8.06 of the Credit Agreement and except for the  pledge

and  security interest in favor of the Bank created or provided

for  herein  which pledge and security interest  constitutes  a

first  priority perfected pledge and security interest  in  and

to all of the Collateral;

         
         (b)  the  Pledged  Stock  evidenced  by  the  certificates

identified  in  Annex 1 hereto is, and all other Pledged  Stock
  
will  be,  duly  authorized, validly  issued,  fully  paid  and

nonassessable  and none of such Pledged Stock  is  or  will  be

subject  to  any  contractual restriction, or  any  restriction

under the charter or by-laws of the respective Issuers of  such

Pledged  Stock, upon the transfer of such Pledged Stock (except

for  any  such  restriction contained herein or in  the  Credit

Agreement);


===========================================================================
         
         (c)  the  Pledged  Stock  evidenced  by  the  certificates

identified   in  Annex  1  hereto  constitutes  the   indicated

percentage  of  the  total  issued and  outstanding  shares  of

capital  stock  of any class of the Issuers beneficially  owned

by  the  Company on the date hereof (whether or not  registered

in  the  name  of  the  Company) and  said  Annex  1  correctly

identifies,  as at the date hereof, the respective  Issuers  of

such  Pledged Stock, the respective class and par value of  the

shares  comprising such Pledged Stock and the respective number

of  shares  (and  registered owner thereof) evidenced  by  each

such certificate; and

         
         (d)  any goods now or hereafter produced by the Company or

any  of  its Subsidiaries included in the Collateral have  been

and  will  be  produced in compliance with the requirements  of

the Fair Labor Standards Act, as amended.

         
         Section 3.     Collateral.  As collateral security for  the  prompt
                        ----------
payment  in  full  when  due  (whether  at  stated  maturity,  by

acceleration  or  otherwise)  of  the  Secured  Obligations,  the

Company  hereby  continues to pledge and  grant  to  the  Bank  a

security  interest  in  all  of the Company's  right,  title  and

interest  in  the following property, whether now  owned  by  the

Company  or  hereafter  acquired  and  whether  now  existing  or

hereafter coming into existence, and wherever located (all  being

collectively referred to herein as "Collateral"):
                                    ----------
         
         (a)  the  respective shares of common/preferred  stock  of

the  Issuers evidenced by the certificates identified in  Annex
  
1  hereto  and  all other shares of capital stock  of  whatever

class  of  the Issuers, now or hereafter owned by the  Company,

together  with  in  each case the certificates  evidencing  the

same (collectively, the "Pledged Stock");
                         -------------
         
         (b)  all   shares,   securities,   moneys   or   property

representing  a  dividend  on any  of  the  Pledged  Stock,  or

representing  a distribution or return of capital  upon  or  in

respect  of  the Pledged Stock, or resulting from  a  split-up,

revision, reclassification or other like change of the  Pledged

Stock  or  otherwise  received in exchange  therefor,  and  any

subscription warrants, rights or options issued to the  holders

of, or otherwise in respect of, the Pledged Stock;

         
         (c)  without  affecting the  obligations  of  the  Company

under  any provision prohibiting such action hereunder or under

the  Credit  Agreement, in the event of  any  consolidation  or

merger  in  which any Issuer is not the surviving  corporation,

all  shares of each class of the capital stock of the successor

corporation  (unless such successor corporation is the  Company

itself)  formed  by  or  resulting from such  consolidation  or

merger;

         (d)  all accounts and general intangibles (each as defined
  
in  the  Uniform  Commercial Code) of the Company  constituting

any  right to the payment of money, including (but not  limited

to)  all moneys due and to become due to the Company in respect

of  any  loans or advances for the purchase price of  Inventory

or  Equipment  or  other goods sold or leased or  for  services


========================================================================


rendered,  all  moneys due and to become  due  to  the  Company

under  any  guarantee (including a letter  of  credit)  of  the

purchase  price of Inventory or Equipment sold by  the  Company

and  all  tax  refunds (such accounts, general intangibles  and

moneys  due  and to become due being herein called collectively

"Accounts");
 --------
         
         (e)  all  instruments, chattel paper or letters of  credit

(each  as  defined  in  the  Uniform Commercial  Code)  of  the

Company  evidencing, representing, arising from or existing  in

respect  of, relating to, securing or otherwise supporting  the

payment  of,  any of the Accounts, including (but  not  limited

to)  promissory  notes,  drafts, bills of  exchange  and  trade

acceptances (herein collectively called "Instruments");
                                         -----------
            
         (f)  all  inventory (as defined in the Uniform  Commercial

Code)  of  the  Company, all goods obtained by the  Company  in

exchange  for  such  inventory,  and  any  products   made   or

processed  from  such inventory including  all  substances,  if

any, commingled   therewith   or   added   thereto   (herein

collectively called "Inventory");
                     ---------
            
         (g)  all  equipment (as defined in the Uniform  Commercial

Code) of the Company (herein collectively called "Equipment");
                                                  ---------

         (h)  each  contract  and other agreement  of  the  Company
  
relating  to  the  sale or other disposition  of  Inventory  or

Equipment;

            
         (i)  all  documents  of title (as defined in  the  Uniform

Commercial  Code)  or other receipts of the  Company  covering,

evidencing  or  representing  Inventory  or  Equipment  (herein

collectively called "Documents");
                     ---------
            
         (j)  all  rights,  claims  and  benefits  of  the  Company

against  any  Person  arising  out  of,  relating  to   or   in

connection  with  Inventory  or  Equipment  purchased  by   the

Company,  including,  without  limitation,  any  such   rights,

claims  or  benefits against any Person storing or transporting

such Inventory or Equipment; and

            
         (k)  all  other  tangible or intangible  property  of  the
  
Company,  including, without limitation, all proceeds, products

and  accessions  of and to any of the property of  the  Company

described  in clauses (a) through (j) above in this  Section  3

(including,  without  limitation,  any  proceeds  of  insurance

thereon),  and, to the extent related to any property described

in  said clauses or such proceeds, products and accessions, all

books,  correspondence,  credit files,  records,  invoices  and

other  papers,  including without limitation all tapes,  cards,

computer  runs and other papers and documents in the possession

or  under the control of the Company or any computer bureau  or

service company from time to time acting for the Company.


===========================================================================
         Section 4.     Further Assurances; Remedies.  In furtherance of the
                        ----------------------------
grant  of the pledge and security interest pursuant to Section  3

hereof, the Company hereby agrees with the Bank as follows:

         
         4.01      Delivery and Other Perfection.  The Company shall:
                   -----------------------------
         
         (a)  if  any  of  the above-described shares,  securities,

monies or property required to be pledged by the Company  under

clauses  (a), (b) and (c) of Section 3 hereof are  received  by

the  Company, forthwith either (x) transfer and deliver to  the

Bank  such  shares  or securities so received  by  the  Company

(together  with  the  certificates  for  any  such  shares  and

securities  duly  endorsed in blank or accompanied  by  undated

stock  powers  duly executed in blank) all of which  thereafter

shall  be  held  by  the Bank, pursuant to the  terms  of  this

Agreement,  as  part of the Collateral or (y) take  such  other

action as the Bank shall deem necessary or appropriate to  duly

record  the  Lien created hereunder in such shares, securities,

monies  or  property referred to in said clauses (a),  (b)  and
  
(c);

             
         (b)  deliver  and  pledge  to  the  Bank  any   and   all

Instruments,  endorsed and/or accompanied by  such  instruments

of  assignment and transfer in such form and substance  as  the

Bank  may  request; provided, that so long as no Default  shall

have  occurred  and be continuing, the Company may  retain  for

collection  in the ordinary course any Instruments received  by

it  in  the  ordinary course of business and  the  Bank  shall,

promptly   upon  request  of  the  Company,  make   appropriate

arrangements  for making any other Instrument  pledged  by  the

Company  available  to  it  for  purposes   of   presentation,

collection or renewal (any such arrangement to be effected,  to

the  extent  deemed  appropriate by  the  Bank,  against  trust

receipt or like document);

             
         (c)  give,  execute,  deliver,  file  and/or  record  any

financing  statement, notice, instrument,  document,  agreement

or  other  papers  that may be necessary or desirable  (in  the

judgment  of the Bank) to create, preserve, perfect or validate

any  security interest granted pursuant hereto or to enable the

Bank  to exercise and enforce its rights hereunder with respect

to  such  security  interest,  including,  without  limitation,

causing  any  or all of the Stock Collateral to be  transferred

of  record  into the name of the Bank or its nominee  (and  the

Bank  agrees  that if any Stock Collateral is transferred  into

its  name  or the name of its nominee, the Bank will thereafter

promptly  give  to  the  Company  copies  of  any  notices  and

communications  received  by  it  with  respect  to  the  Stock

Collateral),  provided  that  notices  to  account  debtors  in

respect of any Accounts or Instruments shall be subject to  the

provisions of clause (g) below;

            
         (d)  upon  the  acquisition after the date hereof  by  the
  
Company  of any Equipment covered by a certificate of title  or

ownership,  cause  the Bank to be listed as the  lienholder  on
  

=======================================================================  
  
  
such   certificate  of  title  and  within  120  days  of   the

acquisition thereof deliver evidence of the same to the Bank;

         
         (e)  keep full and accurate books and records relating  to

the  Collateral,  and stamp or otherwise mark  such  books  and

records  in  such manner as the Bank may reasonably require  in

order  to  reflect  the  security  interests  granted  by  this

Agreement;

            
         (f)  permit  representatives of the Bank, upon  reasonable

notice,  at  any time during normal business hours  to  inspect

and  make  abstracts from its books and records  pertaining  to

the  Collateral, and permit representatives of the Bank  to  be

present  at  the Company's place of business to receive  copies

of   all   communications  and  remittances  relating  to   the

Collateral,   and   forward   copies   of   any   notices    or

communications  by the Company with respect to the  Collateral,

all in such manner as the Bank may require; and

         
         (g)  upon the occurrence and during the continuance of any

Default,  upon  request of the Bank, promptly notify  (and  the

Company  hereby authorizes the Bank so to notify) each  account

debtor  in  respect  of any Accounts or Instruments  that  such

Collateral  has been assigned to the Bank hereunder,  and  that

any   payments  due  or  to  become  due  in  respect  of  such

Collateral are to be made directly to the Bank.



         4.02      Other Financing Statements and Liens.  Without  the
                   ------------------------------------
prior written consent of the Bank, the Company shall not file  or

suffer to be on file, or authorize or permit to be filed or to be

on  file,  in any jurisdiction, any financing statement  or  like

instrument  with respect to the Collateral in which the  Bank  is

not named as the sole secured party.

             
         4.03      Preservation  of  Rights.  The  Bank  shall  not  be
                   ------------------------
required  to take steps necessary to preserve any rights  against

prior parties to any of the Collateral.

            
         4.04      Special Provisions Relating to Stock Collateral.
                   -----------------------------------------------
            
         (a)  The  Company  will  cause  the  Stock  Collateral  to

constitute  at all times the percentage indicated  on  Annex  1

hereto  of the total number of shares of each class of  capital

stock of each Issuer then outstanding.

            
         (b)  So  long  as no Event of Default shall have  occurred

and  be  continuing,  the  Company  shall  have  the  right  to

exercise  all voting, consensual and other powers of  ownership

pertaining  to  the  Stock  Collateral  for  all  purposes  not

inconsistent  with  the  terms of this  Agreement,  the  Credit

Agreement,  the  Notes  or  any other instrument  or  agreement

referred  to  herein  or  therein, provided  that  the  Company

agrees  that  it  will  not vote the Stock  Collateral  in  any

manner  that is inconsistent with the terms of this  Agreement,


===========================================================================


the  Credit  Agreement, the Notes or any such other  instrument

or  agreement;  and the Bank shall execute and deliver  to  the

Company  or  cause to be executed and delivered to the  Company

all  such  proxies,  powers  of attorney,  dividend  and  other

orders,  and  all  such instruments, without recourse,  as  the

Company may reasonably request for the purpose of enabling  the

Company  to exercise the rights and powers which it is entitled

to exercise pursuant to this Section 4.04(b).


         (c)  Unless and until an Event of Default has occurred and

is  continuing,  the Company shall be entitled to  receive  and

retain  any dividends on the Stock Collateral paid in cash  out

of earned surplus.

            
         (d)  If any Event of Default shall have occurred, then  so

long  as  such Event of Default shall continue, and whether  or

not  the  Bank  or  any Bank exercises any available  right  to

declare  any  Secured Obligation due and payable  or  seeks  or

pursues  any  other  relief or remedy  available  to  it  under

applicable  law or under this Agreement, the Credit  Agreement,

the  Notes  or  any other agreement relating  to  such  Secured

Obligation, all dividends and other distributions on the  Stock

Collateral  shall be paid directly to the Bank and retained  by

it  as  part of the Stock Collateral, subject to the  terms  of

this  Agreement, and, if the Bank shall so request in  writing,

the   Company  agrees  to  execute  and  deliver  to  the  Bank

appropriate additional dividend, distribution and other  orders

and  documents  to  that end, provided that if  such  Event  of

Default   is   cured,   any  such  dividend   or   distribution

theretofore  paid  to  the  Bank shall,  upon  request  of  the

Company  (except  to  the  extent theretofore  applied  to  the

Secured Obligations) be returned by the Bank to the Company.

         
         4.05      Events  of  Default, etc.  During the period  during
                   -------------------------
which an Event of Default shall have occurred and be continuing:

                      
                   (i)  the  Company shall, at the request  of  the

         Bank,  assemble the Collateral owned by it at  such  place

         or  places, reasonably convenient to both the Bank and the

         Company, designated in its request;

                      
                   (ii)      the Bank may make any reasonable compromise

         or  settlement deemed desirable with respect to any of the

         Collateral  and  may extend the time of  payment,  arrange

         for  payment  in  installments, or  otherwise  modify  the

         terms of, any of the Collateral;

         
                   (iii)     the  Bank shall have all of the rights  and

         remedies  with  respect  to the Collateral  of  a  secured

         party  under the Uniform Commercial Code (whether  or  not

         said  Code  is  in  effect in the jurisdiction  where  the

         rights  and  remedies  are asserted) and  such  additional

         rights  and remedies to which a secured party is  entitled


==========================================================================

         under  the  laws in effect in any jurisdiction  where  any

         rights  and remedies hereunder may be asserted, including,

         without  limitation,  the right,  to  the  maximum  extent

         permitted  by law, to exercise all voting, consensual  and

         other powers of ownership pertaining to the Collateral  as

         if  the Bank were the sole and absolute owner thereof (and

         the  Company  agrees to take all such  action  as  may  be

         appropriate to give effect to such right);

                      
                   (iv)      the Bank in its discretion may, in its name
       
         or  in  the name of the Company or otherwise, demand,  sue
       
         for,  collect or receive any money or property at any time
       
         payable  or  receivable on account of or in  exchange  for
       
         any  of  the  Collateral, but shall be under no obligation
       
         to do so; and


                   (v)       the  Bank may, upon 10 Business Days' prior
         
         written notice to the Company of the time and place,  with
         
         respect to the Collateral or any part thereof which  shall
         
         then  be  or  shall thereafter come into  the  possession,
         
         custody  or  control of the Bank, or any  of  its  agents,
         
         sell, lease, assign or otherwise dispose of all or any  of
         
         such  Collateral,  at such place or  places  as  the  Bank
         
         deems  best,  and  for  cash or on credit  or  for  future
         
         delivery  (without thereby assuming any credit  risk),  at
         
         public  or private sale, without demand of performance  or
         
         notice of intention to effect any such disposition  or  of
         
         time  or  place thereof (except such notice as is required
         
         above  or by applicable statute and cannot be waived)  and
         
         the  Bank  or  anyone  else may be the purchaser,  lessee,
         
         assignee  or recipient of any or all of the Collateral  so
         
         disposed  of  at  any  public  sale  (or,  to  the  extent
         
         permitted  by  law, at any private sale),  and  thereafter
         
         hold the same absolutely, free from any claim or right  of
         
         whatsoever  kind,  including  any  right  or   equity   of
         
         redemption  (statutory or otherwise), of the Company,  any
         
         such  demand,  notice  or right and  equity  being  hereby
         
         expressly  waived  and released.  The  Bank  may,  without
         
         notice or publication, adjourn any public or private  sale
         
         or  cause  the same to be adjourned from time to  time  by
         
         announcement  at the time and place fixed  for  the  sale,
         
         and  such  sale may be made at any time or place to  which
         
         the same may be so adjourned.



The  proceeds of each collection, sale or other disposition under

this  Section  4.05 shall be applied in accordance  with  Section

4.09 hereof.


         
         The  Company  recognizes  that,  by  reason  of  certain

prohibitions contained in the Securities Act of 1933, as amended,

and  applicable state securities laws, the Bank may be compelled,

with respect to any sale of all or any part of the Collateral, to

limit purchasers to those who will agree, among other things,  to

acquire the Collateral for their own account, for investment  and

not  with  a  view  to the distribution or resale  thereof.   The

Company acknowledges that any such private sales may be at prices

and  on  terms  less favorable to the Bank than those  obtainable

through   a   public   sale  without  such   restrictions,   and,

notwithstanding such circumstances, agrees that any such  private

sale  shall  be  deemed  to  have been  made  in  a  commercially

reasonable  manner and that the Bank shall have no obligation  to

engage in public sales and no obligation to delay the sale of any

Collateral  for  the  period  of time  necessary  to  permit  the

respective Issuer thereof to register it for public sale.


             
         4.06      Deficiency.  If the proceeds of sale, collection  or
                   ----------
other  realization of or upon the Collateral pursuant to  Section

4.05  hereof are insufficient to cover the costs and expenses  of

such   realization  and  the  payment  in  full  of  the  Secured

Obligations, the Company shall remain liable for any deficiency.

             
         4.07      Removals, etc.   Without at  least  30  days  prior
                   -------------
written  notice to the Bank, the Company shall not  (i)  maintain

any of its books or records with respect to the Collateral at any

office  or  maintain its chief executive office or its  principal

place  of  business  at  any place, or permit  any  Inventory  or

Equipment  to  be  located anywhere other  than  at  the  address

indicated  beneath  the signature of the Company  to  the  Credit

Agreement or at one of the locations identified in Annex 2 hereto

or  in  transit from one of such locations to another  (or,  with

respect to Inventory, in transit from one of such locations to  a

customer  of the Company) or (ii) change its corporate  name,  or

the name under which it does business, from the name shown on the

signature page hereto.


            
         4.08      Private Sale.  The Bank shall incur no liability as a
                   ------------
result of the sale of the Collateral, or any part thereof, at any

private  sale  pursuant  to Section 4.05 hereof  conducted  in  a

commercially  reasonable manner.  The Company hereby  waives  any

claims  against the Bank arising by reason of the fact  that  the

price  at  which  the Collateral may have been  sold  at  such  a

private  sale  was  less  than the price which  might  have  been

obtained  at a public sale or was less than the aggregate  amount

of  the  Secured Obligations, even if the Bank accepts the  first

offer received and does not offer the Collateral to more than one

offeree.

             
         4.09      Application of Proceeds.  Except as otherwise herein
                   -----------------------
expressly provided, the proceeds of any collection, sale or other

realization of all or any part of the Collateral pursuant hereto,

and  any  other  cash  at the time held by the  Bank  under  this

Section 4, shall be applied by the Bank:

       
       
         First,  to the payment of the costs and expenses  of  such
         -----
collection,  sale  or  other realization, including  reasonable

out-of-pocket costs and expenses of the Bank and the  fees  and

expenses  of  its  agents and counsel, and  all  expenses,  and

advances made or incurred by the Bank in connection therewith;


         Next,  to  the payment in full of the Secured Obligations; and
         ----


==========================================================================


         Finally,  to the payment to the Company, or its successors
         -------
or  assigns,  or  as  a  court  of competent  jurisdiction  may

direct, of any surplus then remaining.


As  used  in this Section 5, "proceeds" of Collateral shall  mean
                              --------
cash,  securities and other property realized in respect of,  and

distributions  in  kind  of, Collateral,  including  any  thereof

received  under any reorganization, liquidation or adjustment  of

debt  of  the Company or any issuer of or obligor on any  of  the

Collateral.

             
         4.10      Attorney-in-Fact.  Without limiting  any  rights  or
                   ----------------
powers  granted by this Agreement to the Bank while no  Event  of

Default  has occurred and is continuing, upon the occurrence  and

during the continuance of any Event of Default the Bank is hereby

appointed the attorney-in-fact of the Company for the purpose  of

carrying  out  the provisions of this Section 4  and  taking  any

action  and  executing any instruments which the  Bank  may  deem

necessary  or advisable to accomplish the purposes hereof,  which

appointment  as attorney-in-fact is irrevocable and coupled  with

an  interest.  Without limiting the generality of the  foregoing,

so  long  as the Bank shall be entitled under this Section  4  to

make  collections in respect of the Collateral,  the  Bank  shall

have  the  right  and power to receive, endorse and  collect  all

checks made payable to the order of the Company representing  any

dividend,  payment,  or  other distribution  in  respect  of  the

Collateral or any part thereof and to give full discharge for the

same.

             
         4.11      Perfection.   Prior  to  or  concurrently  with  the
                   ----------
execution  and delivery of this Agreement, the Company shall  (i)

file  such  financing  statements and  other  documents  in  such

offices as the Bank may request to perfect the security interests

granted by Section 3 of this Agreement, and (ii) deliver  to  the

Bank  all  certificates identified in Annex 1 hereto, accompanied

by undated stock powers duly executed in blank.


            
         4.12      Termination.  When all Secured Obligations shall have
                   -----------
been paid in full and the Facilities of the Bank under the Credit

Agreement  shall have expired or been terminated, this  Agreement

shall  terminate,  and  the  Bank shall  forthwith  cause  to  be

assigned, transferred and delivered, against receipt but  without

any   recourse,   warranty  or  representation  whatsoever,   any

remaining Collateral and money received in respect thereof, to or

on  the  order of the Company.  The Bank shall also  execute  and

deliver  to  the  Company  upon  such  termination  such  Uniform

Commercial   Code   termination   statements   and   such   other

documentation as shall be reasonably requested by the Company  to

effect   the  termination  and  release  of  the  Liens  on   the

Collateral.

             
         4.13      Expenses.  The Company agrees to pay to the Bank all
                   --------
out-of-pocket expenses (including reasonable expenses  for  legal

services  of  every kind) of, or incident to, the enforcement  of

any  of  the provisions of this Section 4, or performance by  the

Bank  of  any  obligations  of the  Company  in  respect  of  the

Collateral which the Company has failed or refused to perform, or

any  actual  or  attempted  sale, or any  exchange,  enforcement,



============================================================================


collection,  compromise or settlement in respect of  any  of  the

Collateral,  and for the care of the Collateral and defending  or

asserting  rights and claims of the Bank in respect  thereof,  by

litigation or otherwise, including expenses of insurance, and all

such  expenses shall be Secured Obligations to the  Bank  secured

under Section 3 hereof.


             
         4.14      Further  Assurances.  The Company agrees that,  from
                   -------------------
time  to  time upon the written request of the Bank, the  Company

will execute and deliver such further documents and do such other

acts and things as the Bank may reasonably request in order fully

to effect the purposes of this Agreement.



         4.15      Collateral   Audit.   The  Company   shall   permit
                   ------------------
representatives of the Bank to undertake an annual audit  of  the

Collateral, and the Company agrees to pay all reasonable expenses

of the Bank incurred in connection therewith.

            
         Section 5.     Miscellaneous.
                        -------------
            
         5.01      No Waiver.  No failure on the part of the Bank or any
                   ---------
of  its agents to exercise, and no course of dealing with respect

to,  and  no  delay  in exercising, any right,  power  or  remedy

hereunder shall operate as a waiver thereof; nor shall any single

or  partial  exercise by the Bank or any of  its  agents  of  any

right,  power or remedy hereunder preclude any other  or  further

exercise  thereof or the exercise of any other  right,  power  or

remedy.  The remedies herein are cumulative and are not exclusive

of any remedies provided by law.

            
         5.02      Governing Law.   This Agreement shall be governed by,
                   -------------
and  construed in accordance with, the law of the  State  of  New

York.

            
         5.03      Notices.  All notices, requests, consents and demands
                   -------
hereunder   shall   be   in  writing  and  telexed,   telecopied,

telegraphed, cabled or delivered to the intended recipient at its

address  or telex number specified pursuant to Section  10.02  of

the  Credit Agreement and shall be deemed to have been  given  at

the times specified in said Section 10.02.

             
         5.04      Waivers,  etc.  The terms of this Agreement  may  be
                   --------------
waived, altered or amended only by an instrument in writing  duly

executed  by  the  Company and the Bank.  Any such  amendment  or

waiver shall be binding upon the Bank, each holder of any Secured

Obligation and the Company.

             
         5.05      Successors  and  Assigns.  This Agreement  shall  be
                   ------------------------
binding   upon  and  inure  to  the  benefit  of  the  respective

successors and assigns of the Company, the Bank, and each  holder

of  the  Secured Obligations (provided, however, that the Company

shall  not  assign or transfer its rights hereunder  without  the

prior written consent of the Bank).

             

===========================================================================
             
         5.06      Counterparts.  This Agreement may be executed in any
                   ------------
number  of  counterparts, all of which together shall  constitute

one  and  the same instrument and any of the parties  hereto  may

execute this Agreement by signing any such counterpart.


         5.07      Agents.    The   Bank   may   employ   agents   and
                   ------
attorneys-in-fact  in  connection  herewith  and  shall  not   be

responsible  for the negligence or misconduct of any such  agents

or attorneys-in-fact selected by it in good faith.

            
         5.08      Severability.  If any provision hereof is invalid and
                   ------------
unenforceable  in any jurisdiction, then, to the  fullest  extent

permitted by law, (i) the other provisions hereof shall remain in

full force and effect in such jurisdiction and shall be liberally

construed  in  favor  of  the Bank in  order  to  carry  out  the

intentions of the parties hereto as nearly as may be possible and

(ii)  the invalidity or unenforceability of any provision  hereof

in   any   jurisdiction  shall  not  affect   the   validity   or

enforceability of such provision in any other jurisdiction.
                                             
                          --------------                   
                          

=========================================================================


                                             
                                             _
         IN  WITNESS WHEREOF, the parties hereto have caused  this

Security  Agreement to be duly executed as of the  day  and  year

first above written.


                           
                           ANNTAYLOR GLOBAL SOURCING, INC.


                           By /s/
                             _________________________
                           
                           Name:
                           
                           Title:

                           
                           
                           Address for Notices:
                           
                           142 West 57th Street
                           
                           New York, NY  10019

                           
                           Telecopy: (212)


                           
                           THE HONGKONG AND SHANGHAI BANKING
                           
                           CORPORATION LIMITED, NEW YORK BRANCH


                           
                           By /s/
                             _______________________
                           
                           Name:     Ian Wright
                           
                           Title:    Vice President

                           
                           
                           Address for Notices:
                           
                           140 Broadway
                           
                           New York, NY  10005
                           
                           Attention:     NYK CBU TRS

                           
                           
                           Telecopy: (212) 658-2813
                                                          
                                                          
============================================================================
                                                          
                                                           ANNEX 1


     
                        LIST OF PLEDGED STOCK

                               NONE












============================================================================
                                                          
                                                           ANNEX 2



                       LIST OF LOCATIONS


AnnTaylor Global Sourcing, Inc.

414 Chapel Street

New Haven, CT  06511



Louisville Distribution Center

7101 Distribution Drive

Louisville, KY  40258



Flag Trucking Services Company

5 Dwight Place

Fairfield, NJ  07006



SSCI

1072 West Side Avenue

Jersey City, NJ  07306



Summit Transportation

Building 40

Hackensack Avenue

Kearny, NJ  07032



AnnTaylor Global Sourcing, Inc.

1372 Broadway

New York, New York  10018



AnnTaylor Global Sourcing, Inc.

142 West 57th Street

New York, NY  10019



Freight-A-Ranger

3275 Alum Creek Drive

Columbus, OH 43207
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                                            EXHIBIT C                   
                   
                   LETTER OF NEGATIVE PLEDGE


The Hongkong and Shanghai Banking Corporation Limited

140 Broadway

New York, NY 10005-1196



Re:  Amended    and   Restated    Credit
     
     Agreement dated as of September 20,
     
     1996    with    ANNTAYLOR    GLOBAL
     
     SOURCING, INC. (formerly  known  as
     
     CAT US, Inc.) (the "Company") up to
                         -------
     an  aggregate amount of $40,000,000
                   ---------------------
     (the "Credit Agreement")  
     ------------------------



Dear Sir/Madam:


In  consideration  of  your agreeing to  grant,  continue  and/or

further    extend   credit   facilities   and   other   financial

accommodation to the Company, the Company hereby irrevocably  and

unconditionally covenants and undertakes with you as follows:



1.     The Company shall not:

       
       a.   Create or attempt to create, assume or permit  to
          
            subsist   any  mortgage,  security  interest,   charge,
          
            pledge, lien, or other encumbrance upon, or permit  any
          
            lien,  security  interest or other encumbrance  (except
          
            for  statutory or constitutional liens arising  in  the
          
            ordinary  course  of  business  with  respect  to   any
          
            obligation  or indebtedness which is not  yet  due  and
          
            payable)  to arise on or affect, the whole or any  part
          
            of  its  respective undertaking, property,  assets  and
          
            rights,  other than pledges created over  goods  and/or
          
            services  acquired  pursuant  to  documentary   credits
          
            opened  in  the  ordinary course of  business  for  the
          
            purpose  of  financing the acquisition or provision  of
          
            such goods and services; or

        
        
       b.   Transfer, sell or otherwise dispose of or attempt
          
            or agree to transfer, sell or dispose of the whole  or
          
            any  part  of  its  respective  undertaking,  property,
          
            assets  and rights, except (i) by way of sale  at  full
          
            value  in the usual and ordinary course of business  as
          
            now  conducted and for the purpose of carrying  on  the
          
            relevant  business, (ii) obsolete or worn-out property,
          
            tools  or  equipment no longer used or  useful  in  its
          
            business or (iii) the sale, in a single transaction, of
          
            the  CAD-CAM computer equipment described in Exhibit  F
          
            to  the  Stock and Asset Purchase Agreement (as defined
          
            in  the Credit Agreement), the value of which equipment
          
            shall not exceed $10,000.00 in the aggregate; or
          
       
       
       c.   Grant, issue or extend any guarantee or indemnity
          
            or enter into any other form of contractual undertaking

            or  arrangement  of similar effect in  respect  of  any
          


===========================================================================
            
            
            
            indebtedness  or obligations, actual or contingent,  of
          
            any  other  Person whatsoever except in the  usual  and
          
            ordinary  course  of business as now conducted  by  the
          
            Company and for the purpose of the carrying on  by  the
          
            Company of its business.



2.     The undertakings set out herein shall not be deemed breached
     
       by  reason  only of the existence of any mortgage,  security
     
       interest,  charge,  pledge, lien  or  other  encumbrance  or
     
       guarantee  or indemnity which has been created,  assumed  or
     
       which  subsists  or  has arisen prior to  the  date  hereof,
       
       provided, that any further or additional encumbrance over or
     
       affecting  the  relevant asset, or increase  in  the  amount
     
       secured by or other variation of the relevant encumbrance or
       
       guarantee  or indemnity of similar effect, shall  constitute
     
       such a breach.



3.     The   Company  further  authorizes  you,  in  your  absolute
       
       discretion, at any time and from time to time to notify  any
       
       creditors  of  the Company of the terms of the  undertakings
     
       set  out  herein  in  the event that you receive  notice  of
       
       proposals which, if implemented, would or might be in breach
       
       of such undertakings.



Yours faithfully,



ANNTAYLOR GLOBAL SOURCING, INC.





By /s/                                        
  _________________________

Name:

Title:


Date:  As of September 20, 1996





================================================================
                                                 EXHIBIT F




              [Form of Borrowing Base Certificate]

                   
                   BORROWING BASE CERTIFICATE

        
        Monthly accounting period ended _____________, 19__


      
      
      Reference  is  made  to  the Amended  and  Restated  Credit

Agreement  dated  as  of  September 20,  1996  (as  modified  and

supplemented  and  in  effect from  time  to  time,  the  "Credit
                                                           ------
Agreement")  between  ANNTAYLOR GLOBAL SOURCING,  INC.  (formerly
- ---------
known  as CAT US, Inc.), a Delaware corporation, and THE HONGKONG

AND  SHANGHAI  BANKING  CORPORATION LIMITED,  a  foreign  banking

corporation acting through its New York Branch.  Terms defined in

the Credit Agreement are used herein as defined therein.


       Pursuant  to  Section  [6.01(m)/8.01(d)]  of  the   Credit

Agreement,   the  undersigned,  the  [Executive  Vice  President]

[Senior  Vice  President  -  Finance]  of  the  Company,   hereby

certifies  that,  to  the best of [his/her]  knowledge,  attached

hereto  as  Annex  1  is a true and accurate calculation  of  the

Borrowing  Base  as  at the end of the monthly accounting  period

ended  ___________,  19___  determined  in  accordance  with  the

requirements of the Credit Agreement.



       IN  WITNESS  WHEREOF,  the  undersigned  has  caused  this

certificate  to be duly executed as of the ___ day  of  ________,

19__.




                                   Name:
                                        -------------------------
                                   Title:
                                         ------------------------
                                                          
===================================================================           
                                                          Annex 1

                ANNTAYLOR GLOBAL SOURCING, INC.
                   Borrowing Base Certificate
                        Omitted (OOO's)

Receivables (determined net of credits)
 -- beginning balance period ended
______________, 19 _____                               ______

Plus:  total sales for period                          ______
Less:  total cash receipts for period                  ______
          total other adjustments for period
          (+/-) (details attached) including
          rebates, offsets and commissions             ______

Receivables (determined net of credits)
 -- ending balance period ending
_____________, 19 _____                                ______

Less:  ineligible Receivables at period end
       (determined without duplication):

Receivables due from an account debtor other than
 AT or its Affiliates                                  ______
Receivables not payable in Dollars                     ______
Receivables over 90 days original terms                ______
Export Receivables, letters of credit or U.S.                          
  Government Insurance                                 ______
Receivables from creditors with
 unsatisfactory credit standing (as
 determined by the Bank)                               ______
Receivables over 60 days from invoice date             ______
Receivables with excess of 20% of balances
 past 60 days from invoice date                        ______
Receivables subject to dispute                         ______
Receivables evidenced by Instruments
 not in the possession of the Bank                     ______
Receivables arising out of sale or
 return transactions                                   ______
Receivables from DIP creditors                         ______

Total ineligible Receivables                           ______
Total Eligible Receivables                                        ______ 
- --------------------------

Inventory at lower of cost or market
covered by appropriate filings
(from attached schedule):                              ______

Beginning period Inventory Balance
____________, 19 _____                                 ______
Ending period Inventory Balance
____________, 19 _____                                 ______

Plus:  Inventory held by Processors
       covered by appropriate UCC
           filings                                     ______

Less:  Inventory held more than __ days                ______

Total Eligible Inventory                               ______
- ------------------------

=====================================================================

             Borrowing Base Certificate (continued)


80% of Eligible Receivables                            ______

Plus: 60% of Eligible Inventory                        ______
      (no more than $4,000,000)

Plus:  60% of the aggregate face amount of
       all undrawn Letters of Credit                   ______

Plus:  100% of the undrawn face amount of
       the AT Credit                                    ______

Less:  2 times average monthly commissions
       to bailees, Processors, etc.                     ______



Borrowing Base:                                         ______

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

Loan Balance:  Period begin                             ______
               ___________, 19 ___
               advances for period                      ______
               reductions for period                    ______
               other adjustments (+/-)                  ______
Loan Balance:  Period end
               __________, 19 ___                       ______

Plus: [Describe other obligations]                      ______
Total outstanding                                       ______

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

Availability (overadvance)                               ______

=======================================================================
                
                ANNTAYLOR GLOBAL SOURCING, INC.
                       Inventory Schedule



                                          Unit
                                          Cost
                              Quantity    Cents/    Value   Eligible
                               M  Units   Unit      M$         M$
                              ---------   ----      ------  ---------

Finished Product Inventory
- ---------------------------

Location/product/unit
Total fin. prod. inv.


Raw Material Inventory
- ----------------------

Location/product/unit
Total raw material inv.


Inventory Value - M$
- ---------------------


Finished product inventory
Raw materials inventory
=================================================================

                                                     EXHIBIT H


          [Form of Opinion of Counsel to the Company]



                                   September 20, 1996



The Hongkong and Shanghai Banking
 Corporation Limited, New York Branch
140 Broadway
New York, NY 10005



Gentlemen:

      We have acted as counsel to AnnTaylor Global Sourcing, Inc.

(formerly  known as CAT US, Inc.) (the "Company")  in  connection
                                        -------
with  the  Amended  and  Restated Credit Agreement  (the  "Credit
                                                           ------
Agreement")  dated as of September 20, 1996 between  the  Company
- ---------
and  The  Hongkong and Shanghai Banking Corporation Limited,  New

York  Branch (the "Bank"), providing for letters of credit to  be

issued  and loans to be made by the Bank in an aggregate face  or

principal amount not exceeding $40,000,000.  Terms defined in the

Credit Agreement are used herein as defined therein.



      In  rendering the opinion expressed below, we have examined

the  originals  or  conformed copies of such  corporate  records,

agreements and instruments of the Company, certificates of public

officials  and  of  officers  of  the  Company,  and  such  other

documents and records, and such matters of law, as we have deemed

appropriate as a basis for the opinions hereinafter expressed.



     Based upon the foregoing, we are of the opinion that:

                
           1.   The  Company  is a corporation duly incorporated,
     
     validly existing and in good standing under the laws of  the
     
     jurisdiction  of  its  organization and  has  the  necessary
     
     corporate   power  to  execute,  perform  and  deliver   its
     
     obligations  under the Credit Documents to  which  it  is  a
     
     party.   Further,  the  Company has the necessary  corporate
     
     power  to open Letters of Credit for its account and  borrow
     
     Loans.   The Company is duly qualified to transact  business
     
     in such jurisdictions where failure so to qualify would have
     
     a  material  adverse  effect  on  the  financial  condition,
     
     operations, business or prospects of the Company.



           2.   The  execution, delivery and performance  by  the
     
     Company of the Credit Documents to which it is a party,  and
     
     the  borrowings  by the Company under the Credit  Agreement,
     
     have been duly authorized by all necessary corporate action,
     
     and  do  not and will not violate and provision  of  law  or
     
     regulation or any provision of the charter or by-laws of the
     
     Company  or result in the breach of, or constitute a default
     
     or  require  any  consent under, or (except  for  the  Liens
     
     created  pursuant to the Security Documents) result  in  the
     
     creation of any lien upon any of the properties, revenues or
     
     assets  of the Company pursuant to, any indenture  or  other
     
     agreement or instrument to which the Company is a  party  or
     
     by which the Company or its assets may be bound.



           3.    The  Credit  Agreement  and  Security  Documents
     
     constitute  and  the Note when executed  and  delivered  for
     
     value  will constitute, legal, valid and binding obligations
     
     of   the  Company  enforceable  in  accordance  with   their
     
     respective  terms,  except  as such  enforceability  may  be
     
     limited   by  (a)  bankruptcy,  insolvency,  reorganization,
     
     moratorium  or  other similar laws of general  applicability
     
     affecting the enforcement of creditors' rights and  (b)  the
     
     application  of general principles of equity (regardless  of
     
     whether such enforceability is considered in a proceeding in
     
     equity or at law.)



           4.   There are no legal or arbitral proceedings, and no
     
     proceedings  by  or  before any governmental  or  regulatory
     
     authority   or   agency,  pending  or  (to  our   knowledge)
     
     threatened  against  or  affecting  the  Company,   or   any
     
     properties  or  rights of the Company, which,  if  adversely
     
     determined, would have a Material Adverse Effect.


                
                
           5.   No authorizations, consents, approvals, licenses,
     
     filings   or   registrations  with,  any   governmental   or
     
     regulatory  authority or agency are required  in  connection
     
     with  the execution, delivery or performance by the  Company
     
     of  the Credit Documents to which it is a party, except  the
     
     filings  and  recordings of Liens to be created pursuant  to
     
     the Security Documents.



           6.   The  Security Agreement creates, in favor of  the
     
     Bank,  valid  security interests (to the extent the  Uniform
     
     Commercial Code is applicable thereto) in all Collateral (as
     
     defined  therein) in which the Company has rights,  in  each
     
     case  as  collateral security for the payment of the Secured
     
     Obligations described in the Security Agreement.   All  such
     
     security  interests  which can be  perfected  by  a  Uniform
     
     Commercial Code filing in the United States of America  will
     
     have been, upon such filings being completed, so perfected.


                                   
                                   
                                  Very truly yours,