{"id":41239,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/receivables-financing-agreement-anntaylor-funding-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"receivables-financing-agreement-anntaylor-funding-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/receivables-financing-agreement-anntaylor-funding-inc.html","title":{"rendered":"Receivables Financing Agreement &#8211; AnnTaylor Funding Inc., AnnTaylor Inc., Market Street Capital Corp., and PNC Bank NA"},"content":{"rendered":"<pre>                      AMENDED AND RESTATED\n\n                RECEIVABLES FINANCING AGREEMENT\n\n                  Dated as of October 31, 1995\n\n                             Among\n\n                    ANNTAYLOR FUNDING, INC.\n\n                         as the Company\n\n                        ANNTAYLOR, INC.\n\n                          as Servicer\n\n                              and\n\n                  MARKET STREET CAPITAL CORP.\n\n                           as Lender\n\n                              and\n\n                 PNC BANK, NATIONAL ASSOCIATION\n\n                        as Administrator\n\n\n\n\n\n\n\n- - -----------------------------------------------------------------\n                       TABLE OF CONTENTS\n\n\n\n                           ARTICLE I\n                             LOANS\n\nSECTION 1.01.        Commitments to Lend; Limits on\n                       Lender's Obligations                               2\n\nSECTION 1.02.        Loan Procedures                                      2\n\nSECTION 1.03.        Borrowing Base                                       3\n\nSECTION 1.04.        Note                                                 3\n\nSECTION 1.05.        Principal                                            4\n\n\n\n                          ARTICLE II\n                           INTEREST\n\nSECTION 2.01.        Interest                                             4\n\nSECTION 2.02.        Payment Dates                                        4\n\nSECTION 2.03.        Funding with Commercial Paper                        5\n\n\n                          \n\n                          ARTICLE III\n                          SETTLEMENTS\n\nSECTION 3.01.         Settlement Procedures                               5\n\nSECTION 3.02.         Deemed Collections; Reduction of\n                        Outstanding Principal, Etc                        8\n\nSECTION 3.03.         Payments and Computations, Etc.                    10\n\nSECTION 3.04.         Treatment of Collections and Deemed\n                        Collections                                      11\n\nSECTION 3.05.         Spread Account; Customer Letter of\n                         Credit                                          11\n\n                           \n\n                           ARTICLE IV\n                   FEES AND YIELD PROTECTION\n\nSECTION 4.01.          Fees                                              13\n\nSECTION 4.02.          Yield Protection                                  13\n\nSECTION 4.03.          Funding Losses                                    15\n\n                           \n                           \n                           ARTICLE V\n                      CONDITIONS PRECEDENT\n\nSECTION 5.01.          Conditions Precedent to Effectiveness             16\n\nSECTION 5.02.          Conditions Precedent to All                       18\n\n                           \n\n\n                           ARTICLE VI\n                 REPRESENTATIONS AND WARRANTIES\n\nSECTION 6.01.          Representations and Warranties of the Company     18\n\nSECTION 6.02.          Representations and Warranties of\n                         AnnTaylor                                       23\n                          \n                          \n                          \n\n                          ARTICLE VII\n         GENERAL COVENANTS OF THE COMPANY AND ANNTAYLOR\n\nSECTION 7.01.          Affirmative Covenants                             27\n\nSECTION 7.02           Separate Corporate Existence                      28\n\nSECTION 7.03.          Reporting Requirements                            31\n\nSECTION 7.04.          Negative Covenants of the Company                 33\n\nSECTION 7.05           Negative Covenants of AnnTaylor                   35\n\n                          \n                          \n\n                          ARTICLE VIII\n                 ADMINISTRATION AND COLLECTION\n\nSECTION 8.01.          Designation of Servicer                           37\n\nSECTION 8.02.          Duties of Servicer                                38\n\nSECTION 8.03.          Rights of the Administrator                       39\n\nSECTION 8.04.          Responsibilities of the Company                   41\n\nSECTION 8.05.          Further Action Evidencing Security\n                         Interest                                        41\n\nSECTION 8.06.          Application of Collections                        42\n\n                           \n                           \n                           \n                           \n                           ARTICLE IX\n                       SECURITY INTEREST\n\nSECTION 9.01.          Grant of Security Interest                        42\n\nSECTION 9.02.          Remedies                                          43\n\n                           \n\n\n                           \n                           ARTICLE X\n                       EVENTS OF DEFAULT\n\nSECTION 10.01.         Events of Default                                 43\n\nSECTION 10.02.         Remedies                                          45\n\n\n\n\n                           ARTICLE XI\n                       THE ADMINISTRATOR\n\nSECTION 11.01.         Authorization and Action                          46\n\nSECTION 11.02.         Administrator's Reliance, Etc                     46\n\nSECTION 11.03.         PNC Bank and Affiliates                           47\n\n                          \n                          \n                          \n                          ARTICLE XII\n                ASSIGNMENT OF LENDER'S INTEREST\n\nSECTION 12.01.         Restrictions on Assignments                       47\n\nSECTION 12.02.         Rights of Assignee                                48\n\nSECTION 12.03.         Evidence of Assignment                            48\n\n                          \n                          \n\n                          ARTICLE XIII\n                        INDEMNIFICATION\n\nSECTION 13.01.         Indemnities                                       48\n\n                          \n\n                          \n                          ARTICLE XIV\n                         MISCELLANEOUS\n\nSECTION 14.01.         Amendments, Etc                                   52\n\nSECTION 14.02.         Notices, Etc.                                     53\n\nSECTION 14.03.         No Waiver; Remedies                               53\n\nSECTION 14.04.         Binding Effect; Survival                          53\n\nSECTION 14.05.         Costs, Expenses and Taxes                         54\n\nSECTION 14.06.         No Proceedings                                    54\n\nSECTION 14.07.         Confidentiality of the Company\n                         Information                                     55\n\nSECTION 14.08.         Confidentiality of Program Information            57\n\nSECTION 14.09.         Captions and Cross References                     59\n\nSECTION 14.10.         Governing Law                                     59\n\nSECTION 14.11.         Waiver Of Jury Trial                              59\n\nSECTION 14.12.         Consent To Jurisdiction; Waiver Of\n                         Immunities                                      60\n\nSECTION 14.13.         Execution in Counterparts                         60\n\nSECTION 14.14.         No Recourse Against Other Parties                 60\n\n                           \n                           \n\n                           APPENDICES\n\nAPPENDIX A             Definitions\n\n                           \n                           \n                           SCHEDULES\n\nSCHEDULE 6.01(n)       List of Offices of the Company where\n                         Records Are Kept\n\nSCHEDULE 6.01(o)       List of Lock-Box Banks\n\nSCHEDULE 6.01(p)-1     Forms of Contracts\n\nSCHEDULE 6.01(p)-2     Description of Credit and Collection Policy\n\nSCHEDULE 6.02(k)       List of Offices of the Servicer where\n                         Records Are Kept\n\nSCHEDULE 6.02(l)       List of Bank Accounts\n\nSCHEDULE 6.01(r)       Trade Names\n\n                            \n                            \n                            EXHIBITS\n\nEXHIBIT 1.02(a)        Form of Borrowing Notice\n\nEXHIBIT 1.04           Form of Note\n\nEXHIBIT 3.01(a)        Form of Information Package\n\nEXHIBIT 3.05           Form of Spread Account Agreement\n\nEXHIBIT 5.01(g)        Form of Lock-Box Agreement\n\nEXHIBIT 5.01(h)-(i)    Form of Opinion of Skadden, Arps, Slate,\n                         Meagher &amp; Flom - Enforceability\n\nEXHIBIT 5.01(h)-(ii)   Form of Opinion of General Counsel for the\n                         Company\n\nEXHIBIT 5.01(h)-(iii)  Form of Opinion of Skadden, Arps, Slate,\n                         Meagher &amp; Flom - True Sale\n\nEXHIBIT 5.01(h)-(iv)   Form of Opinion of Skadden, Arps, Slate,\n                         Meagher &amp; Flom - Substantive Consolidation\n\nEXHIBIT 5.01(h)-(v)    Form of Opinion of Connecticut Counsel\n                      \n\n=============================================================================\n                      \n                      AMENDED AND RESTATED\n                RECEIVABLES FINANCING AGREEMENT\n\n\n\n     THIS IS AN AMENDED AND RESTATED RECEIVABLES FINANCING\n\nAGREEMENT, dated as of October 31, 1995, among ANNTAYLOR FUNDING,\n\nINC., a Delaware corporation (the \"Company\"), ANNTAYLOR, INC., a\n                              ------------\nDelaware corporation (\"AnnTaylor\"), as initial servicer, MARKET\n                       ---------\nSTREET CAPITAL CORP., a Delaware corporation (\"Lender\"), and PNC\n                                               ------\nBANK, NATIONAL ASSOCIATION, a national banking association (\"PNC\n                                                             ---\nBank\"), as administrator for Lender (in such capacity, the\n- - ----\n\"Administrator\").  Unless otherwise indicated, capitalized terms\n- - --------------\nused in this Agreement are defined in Appendix A.\n                                      ----------\n\n\n                           Background\n                           ----------\n     1.   The Company is a limited purpose subsidiary of\n\nAnnTaylor formed for the purpose of purchasing Receivables\n\ngenerated by AnnTaylor in the ordinary course of its business.\n\n     \n     \n     2.   The Company, AnnTaylor, Clipper Receivables Corporation\n\n(\"Clipper\"), State Street Boston Capital Corporation (\"State\n  ------                                               -----\nStreet\"), as administrator, and PNC Bank, as relationship bank,\n- - ------\nentered into the Receivables Financing Agreement, dated as of\n\nJanuary 27, 1994 (as amended prior to the date hereof, the\n\n\"Original Financing Agreement\").\n- - -----------------------------\n     \n     \n     3.   Clipper has assigned to Lender all of its rights,\n\nclaims and obligations under the Original Financing Agreement and\n\nthe other Transaction Documents pursuant to the Assignment and\n\nAssumption Agreement, dated as of October 31, 1995 (the\n\n\"Assignment Agreement\"), among Clipper, Lender, State Street and\n- - --------------------\nPNC Bank.\n\n\n\n     4.   In connection with the assignment to Lender pursuant to\n\nthe Assignment Agreement, the parties hereto desire to amend and\n\nrestate the Original Financing Agreement in its entirety as set\n\nforth herein.\n\n     \n     \n     5.   The Company has, and expects to have, Pool Receivables\n\nwhich the Company intends to finance pursuant to this Agreement.\n\nThe Company has requested Lender, and Lender has agreed, subject\n\nto the terms and conditions contained in this Agreement, to make\n\nloans to the Company from time to time during the term of this\n\nAgreement, which loans will be secured by the Receivables Pool.\n\n     \n     \n     6.   AnnTaylor has been requested by the Company, Lender and\n\nthe Administrator to act, and has agreed to act, as initial\n\nServicer.\n\n\n     \n     7.   PNC Bank has been requested, and is willing, to act as\n\nthe Administrator.\n\n\n     \n     NOW, THEREFORE, in consideration of the premises and the\n\nmutual agreements herein contained, the parties hereto agree as\n\nfollows:\n\n======================================================================\n                            \n                            ARTICLE I\n\n                              LOANS\n\n     \n     SECTION 1.01.  Commitments to Lend; Limits on Lender's\n                    -------------------\nObligations.  Upon the terms and subject to the conditions of\n\nthis Agreement, from time to time prior to the Termination Date,\n\nthe Company may request that Lender make loans to the Company\n\n(each being a \"Loan\") and Lender shall make such Loans; provided\n               ----                                     --------\nthat no Loan shall be made by Lender if, after giving effect\n\nthereto, the then Outstanding Principal would exceed either (a)\n\n$40,000,000 (the \"Lending Limit\"), or (b) the Borrowing Base then\n                  -------------\nin effect; and provided further that each Loan made pursuant to\n               ----------------\nthis Section 1.01 shall have an original principal amount of at\n     ------------\nleast $5,000,000 and shall be in integral multiples of\n\n$1,000,000, unless the Outstanding Principal is $20,000,000 or\n\nmore, in which case, each Loan shall have an original principal\n\namount of at least $100,000 and shall be in integral multiples of\n\n$100,000.\n\n\n\n     SECTION 1.02.  Loan Procedures.\n                    ---------------\n     (a)  Notice of Loan.  Each Loan to the Company by Lender\n          --------------\nshall be made on notice from the Company to the Administrator\n\nsubstantially in the form of Exhibit 1.02(a) (each, a \"Borrowing\n                             ---------------           ---------\nNotice\") received by the Administrator not later than noon (New\n- - ------\nYork City time) on the Business Day next preceding the date of\n\nsuch proposed Loan.  Each such notice of a proposed Loan shall\n\nspecify the desired amount and date of such Loan, which date\n\nshall be a Settlement Date.\n\n     \n\n     (b)  Funding of Loan.  On the date of each Loan, Lender\n          ---------------\nshall, upon satisfaction of the applicable conditions set forth\n\nin Article V, make available to the Administrator at the\n   ---------\nAdministrator's Office the principal amount of its Loan in same\n\nday funds, and after receipt by the Administrator of such funds,\n\nthe Administrator will disburse such funds to an account of the\n\nCompany designated in writing by the Company in the applicable\n\nBorrowing Notice.\n\n     \n\n     SECTION 1.03.  Borrowing Base.\n                    --------------\n     (a)  Computation of Borrowing Base.  On any date, the\n          -----------------------------\n\"Borrowing Base\" means an amount equal to\n\n     NPB - LR\n\nwhere:\n\n     LR   = the Loss Reserve on such date; and\n\n     NPB  = the Net Pool Balance on such date.\n\n     \n     \n     (b)  Frequency of Computation.  The Borrowing Base shall be\n          ------------------------\ncomputed and reported, as provided in Section 3.01, as of (i) the\n                                      ------------\ndate of the initial Loan and (ii) the Cut-Off Date for each\n\nSettlement Period.  In addition, if the Administrator reasonably\n\nbelieves that there shall exist any event or occurrence that has\n\na reasonable possibility of causing a Material Adverse Effect,\n\nthe Administrator may require the Servicer to provide a\n\ncomputation of Collections received by the Company or the\n\nServicer since the last Cut-Off Date, the then aggregate Unpaid\n\nBalance of all Pool Receivables and such other information\n\ncomprising a part of the Information Package that can be updated\n\nfrom the last Cut-Off Date for purposes of computing the\n\nBorrowing Base as of any other date, and the Servicer agrees to\n\ndo so within 5 Business Days of its receipt of the\n\nAdministrator's request.\n\n     \n     \n     SECTION 1.04.  Note.  The Loans shall be evidenced by a\n                    ----\nreplacement promissory note (as from time to time supplemented,\n\nextended, amended, modified or further replaced from time to\n\ntime, and including the Original Note for as long as it was in\n\neffect, the \"Note\"), substantially in the form set forth in\n             ----\nExhibit 1.04, with appropriate insertions, dated the date hereof,\n- - -----------\npayable to the order of Lender in the maximum principal amount of\n\n$40,000,000 (or, if less, in the aggregate unpaid principal\n\namount of all of the Loans) on the Termination Date.  The\n\nAdministrator shall record in its records, or at its option on\n\nthe schedule attached to the Note, the date and amount of each\n\nLoan made hereunder, each repayment thereof and the other\n\ninformation provided for thereon.  The aggregate unpaid principal\n\namount so recorded shall be rebuttable presumptive evidence of\n\nthe principal amount owing and unpaid on the Note.  The failure\n\nso to record any such information or the error in so recording\n\nany such information shall not, however, limit or otherwise\n\naffect the actual obligations of the Company hereunder or under\n\nthe Note to repay the principal amount of all Loans, together\n\nwith all interest accruing thereon.\n\n     \n     \n     SECTION 1.05.  Principal.  The Company shall repay the\n                    ---------\nprincipal of the Loans (i) on each Settlement Date in an amount\n\nequal to the excess, if any, of the Outstanding Principal over\n\nthe Borrowing Base then in effect and (ii) in full on the\n\nTermination Date.  Outstanding Principal shall not be considered\n\nreduced by any allocation, setting aside or distribution of any\n\nportion of Collections unless such Collections shall have been\n\nactually delivered to the Administrator pursuant hereto (or\n\ndeemed delivered pursuant to Section 3.03(a)(i)).  Outstanding\n                             -----------------\nPrincipal shall not be considered reduced by any distribution of\n\nany portion of Collections if at any time such distribution is\n\nrescinded or must otherwise be returned for any reason.\n\n======================================================================\n                          ARTICLE II\n\n                            INTEREST\n\n     \n     SECTION 2.01.  Interest.  The Company hereby promises to pay\n                    --------\ninterest for each Interest Period on the unpaid principal amount\n\nof each Loan (or the applicable portion thereof) for the period\n\ncommencing on the date of such Loan until such Loan is paid in\n\nfull, as follows:\n\n          \n          (a)  at all times while the making or maintenance\n     \n     of such Loan (or the applicable portion thereof) by\n     \n     Lender is funded by the issuance of Commercial Paper\n     \n     Notes, the CP Rate for such Interest Period; and\n\n          \n          \n          (b)  at all times while the making or maintenance\n     \n     of such Loan (or the applicable portion thereof) by\n     \n     Lender is not funded by the issuance of Commercial\n     \n     Paper Notes, the Bank Rate applicable to such Interest\n     \n     Period;\n\n\nprovided, however, that on any day when an Event of Default shall\n- - -------   ------\nhave occurred and be continuing, the Loans shall accrue interest\n\nat a rate per annum equal to the higher of (i) the Alternate Base\n\nRate plus 2% per annum and (ii) the rate otherwise applicable to\n\nsuch Loan during such Interest Period plus 2% per annum.  The\n\ninterest rate on any Loan bearing interest at the Alternate Base\n\nRate shall change simultaneously with each change in the\n\nAlternate Base Rate.\n\n     \n     \n     SECTION 2.02.  Payment Dates.  Interest accrued on each Loan\n                    -------------\nshall be payable, without duplication; (a) on the Termination\n\nDate; (b) on the date of any payment or repayment, in whole or in\n\npart, of any principal outstanding on such Loan and (c) on each\n\nSettlement Date.   Interest accrued on Loans after the date such\n\nLoan is due and payable (whether on the Termination Date, upon\n\nacceleration or otherwise), together with interest on any and all\n\nother amounts remaining unpaid, shall be payable upon demand.  No\n\nprovision of this Agreement shall require the payment or permit\n\nthe collection of interest in excess of the maximum permitted by\n\napplicable law.  Interest for any Loan shall not be considered\n\npaid by any distribution if at any time such distribution is\n\nrescinded or must otherwise be returned for any reason.\n\n\n     \n     SECTION 2.03.  Funding with Commercial Paper.  Lender will\n                    -----------------------------\ninitially fund the Loans with Liquidity Loans made to Lender\n\nunder the Liquidity Agreement and\/or other advances made to\n\nLender under its other Program Support Agreements.  At such time\n\nas (i) the Fixed Charge Coverage Ratio is at least 1.00 to 1.00\n\nfor at least one full fiscal quarter, and there has been no\n\nmaterial adverse change in the consolidated financial condition,\n\nbusiness or operations of ATSC and its consolidated Subsidiaries\n\nsince the end of such fiscal quarter, (ii) Standard &amp; Poor's and\n\nMoody's Investors Service, Inc. have confirmed that the\n\nCommercial Paper Notes will be rated A1\/P-1 after giving effect\n\nto the transaction contemplated by this Agreement, and (iii)\n\nLender, the Administrator and the Company have agreed upon a new\n\nProgram Fee, Lender will, to the extent that it is able to do so,\n\nfund the Loans by the issuance of Commercial Paper Notes.\n\n====================================================================\n                          \n                          ARTICLE III\n\n                          SETTLEMENTS\n\n     \n     SECTION 3.01.  Settlement Procedures.\n                    ---------------------\n     \n     The parties hereto will take the following actions with\n\nrespect to each Settlement Period:\n\n          \n          (a)  Information Package.  On or before the fifth day\n               -------------------\n     of the calendar month immediately following the calendar\n     \n     month in which the Cut-Off Date for such Settlement Period\n     \n     occurs, or, if such day is not a Business Day, the next\n     \n     succeeding Business Day (each, a \"Reporting Date\"), Servicer\n     \n     shall deliver to the Administrator a report, substantially\n     \n     in the form of Exhibit 3.01 (each, an \"Information\n                    ------------            -----------\n     Package\").  In the event that the amount of Collections\n     -------\n     received during the Settlement Period to which an\n     \n     Information Package relates is less than the amount equal to\n     \n     (i) the Amount Payable for the related Settlement Date minus\n     \n     (ii) the amount of funds available to be drawn from the\n     \n     Spread Account on such Settlement Date, the Administrator\n     \n     shall withdraw the amount of any such deficiency from the\n     \n     Customer Letter of Credit on the Business Day next\n     \n     succeeding the applicable Reporting Date.  The Administrator\n     \n     shall hold the funds so withdrawn from the Customer Letter\n     \n     of Credit in a segregated account for application on the\n     \n     related Settlement Date pursuant to this Section 3.01.\n                                              ------------\n          \n          \n          (b)  Collections.  Servicer shall set aside for the\n               -----------\n     sole benefit of Lender and the Administrator all Collections\n     \n     received to the extent necessary to pay the Estimated Amount\n     \n     as it accrues (whether or not then due) that will be payable\n     \n     during such Settlement Period or on the next occurring\n     \n     Settlement Date; provided that, unless the Administrator\n                      --------\n     shall request it to do so in writing after the occurrence\n     \n     and during the continuance of an Event of Default, Servicer\n     \n     shall not be required to hold such Collections in a separate\n     \n     deposit account containing only such Collections.  So long\n     \n     as no Event of Default has occurred and is continuing,\n     \n     Collections received during a Settlement Period in excess of\n     \n     the amount to be set aside with respect to the Estimated\n     \n     Amount for such Settlement Period shall be used by the\n     \n     Company to pay the purchase price for Receivables generated\n     \n     by AnnTaylor, as seller, pursuant to the Purchase Agreement;\n     \n     if any Collections remain after such payment, they shall be\n     \n     retained by the Company for use in its sole discretion\n     \n     (subject to the terms of this Agreement).  If an Event of\n     \n     Default has occurred and is continuing, all Collections\n     \n     shall be held by Servicer pursuant to the first sentence of\n     \n     this paragraph (b).  On each Settlement Date, Servicer shall\n          ------------\n     remit to the Administrator an amount equal to the lesser of\n     \n     (1) the amount of Collections received during the Settlement\n     \n     Period related to such Settlement Date and (2) the sum of\n     \n     (i) the amount of interest on the Loans accrued during the\n     \n     most recently ended Interest Period (plus any interest\n     \n     previously accrued and remaining unpaid), plus (ii) the\n                                               ----\n     amount of principal then due and owing with respect to the\n     \n     Loans (plus any principal previously due and remaining\n     \n     unpaid), plus (iii) all fees and other amounts accrued and\n              ----\n     payable by the Company under this Agreement (the amount set\n     \n     forth in this clause (2), the \"Amount Payable\").  To the\n                   ---------        --------------\n     extent that the amount described in the foregoing clause (1)\n                                                       ----------\n     is less than the amount described in the foregoing\n     \n     clause (2), the Administrator shall withdraw the amount of\n     ---------\n     any such deficiency from the Spread Account.  All\n     \n     Collections received during the applicable Settlement Period\n     \n     that exceed the amount described in the foregoing clause (2)\n                                                       ----------\n     shall be (A) deposited by the Servicer to the Spread Account\n     \n     and\/or (B) paid by the Servicer to the issuer of the\n     \n     Customer Letter of Credit, in each case, to the extent\n     \n     necessary to bring the sum of the funds in the Spread\n     \n     Account plus the stated amount of the Customer Letter of\n     \n     Credit up to the Enhancement Limit; unless an Event of\n     \n     Default has occurred and is continuing, all remaining\n     \n     Collections shall be available to the Company pursuant to\n     \n     the second sentence of this paragraph (b).\n                                 -------------\n          \n          \n          (c)  Order of Application of Collections Prior to\n               ---------------------------------------------\n     Termination Date.  Upon receipt by the Administrator of\n     ---------------\n     amounts on any Settlement Date pursuant to the foregoing\n     \n     paragraph (b) and any amounts withdrawn from the Customer\n     ------------\n     Letter of Credit pursuant to the foregoing paragraph (a)\n                                                -------------\n     prior to the occurrence of the Termination Date, the\n     \n     Administrator shall apply such amounts to the items\n     \n     specified in the subclauses below, in the order of priority\n     \n     of such subclauses:\n\n                    \n                    \n                    (i)  to accrued and unpaid Servicer's Fee;\n\n                    \n                    \n                    (ii)  to interest accrued during the most\n          \n\n\n          recently ended Interest Period in respect of the Loans,\n          \n          plus any such interest previously due and remaining\n          \n          unpaid;\n\n                    \n\n                    \n                    (iii)  to the Program Fee accrued during the\n          most recently ended Interest Period, plus any portion\n          of the Program Fee previously due and remaining unpaid;\n\n\n\n                    (iv)  to the extent of any principal due on\n\n          the Loans, to such outstanding principal;\n\n\n\n                    (v)  to accrued and unpaid amounts owed to\n\n          the Administrator hereunder;\n\n\n\n                    (vi)  to other accrued and unpaid amounts\n\n          owing to Lender hereunder;\n\n\n\n                    (vii)  on a pro rata basis, to accrued and\n                                --- ----\n          unpaid amounts owing to any Affected Party hereunder;\n          and\n\n\n\n                    (viii) any remaining amounts to the Spread\n\n          Account, up to the Enhancement Limit or to the issuer\n\n          of the Customer Letter of Credit, up to the amount\n\n          necessary to restore the stated amount thereof to the\n\n          Enhancement Limit, as applicable.\n\n\n\n          (d)  Order of Application of Collections After\n               -----------------------------------------\n     Termination Date.  Upon receipt by the Administrator of\n     ---------------\n     amounts on any Settlement Date pursuant to the foregoing\n\n     paragraph (b) and any amounts withdrawn from the Customer\n     -------------\n     Letter of Credit pursuant to the foregoing paragraph (a) on\n                                                -------------\n     or after the occurrence of the Termination Date, the\n\n     Administrator shall apply such items to the item specified\n\n     in the subclauses below, in the order of priority of such\n\n     subclauses:\n\n\n\n                    (i)  to accrued and unpaid Servicer's Fee;\n\n\n\n                    (ii)  to interest accrued during the most\n\n          recently ended Interest Period in respect of the Loans,\n\n          plus any such interest previously due and remaining\n\n          unpaid;\n\n\n\n                    (iii)  to the Program Fee accrued during the\n\n          most recently ended Interest Period, plus any such\n\n          Program Fee previously due and remaining unpaid;\n\n\n\n                    (iv)  to the outstanding principal of the\n\n          Loans until reduced to zero;\n\n\n\n                    (v)  to accrued and unpaid amounts owed to\n\n          the Administrator hereunder;\n\n\n\n                    (vi)  to other accrued and unpaid amounts\n\n          owing to Lender hereunder;\n\n\n\n                    (vii)  on a pro rata basis, to accrued and\n                                --- ----\n          unpaid amounts owing to any Affected Party hereunder;\n\n          and\n\n\n\n                    (viii)  any remaining amounts to the Company.\n\n\n\n          (e)  Non-Distribution of Servicer's Fee.  If the\n               ----------------------------------\n     Administrator consents (which consent may be revoked at any\n\n     time during the continuance of an Event of Default), the\n\n     amount in respect of Servicer's Fee may be retained by\n\n     Servicer, in which case no distribution shall be made in\n\n     respect of the Servicer's Fee pursuant to clause (c) or (d)\n                                               ----------    ---\n     above, as the case may be.\n\n\n\n          (f)  Delayed Payment.  If on any day described in this\n               ---------------\n     Section 3.01, a payment is not paid because the sum of (i)\n     ------------\n     Collections during the relevant Settlement Period, (ii) the\n\n     amounts in the Spread Account and (iii) the amounts\n\n     available to be drawn on the Customer Letter of Credit were\n\n     less than the aggregate amounts payable, the next available\n\n     Collections shall be applied to such payment.\n\n\n\n     SECTION 3.02.  Deemed Collections; Reduction of Outstanding\n                    -------------------------------------------\nPrincipal, Etc.\n- - --------------\n\n\n     (a)  Deemed Collections.  If on any day\n          ------------------\n\n\n          (i)  the Unpaid Balance of any Pool Receivable is\n\n\n\n                    (A)  reduced as a result of any defective,\n\n          rejected or returned merchandise or services, any cash\n\n          discount, or any adjustment by the Company or any\n\n          Affiliate of the Company,\n\n\n\n                    (B)  reduced or cancelled as a result of a\n\n          setoff in respect of any claim by the Obligor thereof\n\n          against the Company or any Affiliate of the Company\n\n          (whether such claim arises out of the same or a related\n\n          or an unrelated transaction), or\n\n\n\n                    (C)  reduced on account of the obligation of\n\n          the Company or any Affiliate of the Company to pay to\n\n          the related Obligor any rebate or refund, or\n\n\n\n                    (D)  less than the amount included in\n\n          calculating the Net Pool Balance for purposes of any\n\n          Information Package, or\n\n\n\n          (ii)  any of the representations or warranties of the\n\n     Company set forth in Section 6.01(l), (p) or (u) were not\n                          --------------   ---    ---\n     true when made with respect to any Pool Receivable, or any\n\n     of the representations or warranties of the Company set\n\n     forth in Section 6.01(l) or (u) are no longer true with\n              ---------------    --- \n     respect to any Pool Receivable, or\n\n\n\n          (iii)  without duplication, the Company receives a\n\n     Deemed Collection (as defined in the Purchase Agreement),\n\n\n\nthen, on such day, the Company shall be deemed to have received a\n\nCollection of such Pool Receivable\n\n\n\n                    (I)  in the case of clause (i) above, in the\n                                        ----------\n          amount of such reduction or cancellation or the\n\n          difference between the actual Unpaid Balance and the\n\n          amount included in calculating such Net Pool Balance,\n\n          as applicable;\n\n\n\n                    (II)  in the case of clause (ii) above, in\n                                         -----------\n          the amount of the Unpaid Balance of such Pool\n\n          Receivable; and\n\n\n\n                    (III)  in the case of clause (iii) above, in\n                                          ------------\n          the amount so received as a Deemed Collection.\n\n\n\n     If the Company has paid in full the Unpaid Balance of a\n\nReceivable, such Receivable, and any Related Security therefor,\n\nshall be released from the security interest therein created by\n\nthis Agreement, without any further act, and such Receivable\n\nshall no longer be a Pool Receivable.\n\n\n\n     (b)  The Company's Optional Prepayment.  The Company may at\n          ---------------------------------\nany time elect to prepay the Loans in whole or in part, by giving\n\nthe Administrator at least 3 Business Days' prior written notice\n\nof such prepayment (including the amount of such proposed\n\nreduction and the proposed date on which such prepayment will be\n\nmade),\n\n\n\nprovided that,\n\n\n\n                    (A)  the amount of any such prepayment shall\n\n          be not less than $100,000 and shall be an integral\n\n          multiple of $100,000, and the Outstanding Principal\n\n          after giving effect to such reduction shall be not less\n\n          than $20,000,000 (unless the Outstanding Principal\n\n          shall thereby be reduced to zero), and\n\n\n\n                    (B)  any prepayment shall be accompanied by\n\n          the interest accrued on the amount being prepaid, plus\n\n          any Liquidation Fee, plus, if the Termination Date\n\n          shall have occurred and the Outstanding Principal shall\n\n          thereby be reduced to zero, all other amounts then due\n\n          to the Lender or the Administrator.\n\n\n\n     SECTION 3.03.  Payments and Computations, Etc.\n                    ------------------------------\n\n\n     (a)  Payments.  All amounts to be paid, remitted or\n          --------\ndeposited by the Company or Servicer to the Administrator or any\n\nother Person hereunder (other than amounts payable under\n\nSection 4.02) shall be paid or deposited in accordance with the\n- - ------------\nterms hereof no later than 11:30 a.m. (New York time) on the day\n\nwhen due in lawful money of the United States of America in same\n\nday funds (i) in the case of amounts to be paid, remitted or\n\ndeposited in respect of accrued and unpaid interest on the Loans\n\nor in reduction of Outstanding Principal, to the Administrator at\n\nPNC Bank, ABA #043000096, for further credit to Account\n\n#1002420425; Reference:  AnnTaylor Funding, (ii) in the case of\n\nall fees, expenses and other amounts (other than amounts payable\n\nunder Section 4.02), to the Administrator at PNC Bank, ABA\n      ------------\n#043000096, Account #1-188375, Attention: Charlene Wilson, 7001,\n\nand (iii) in all other cases to the address of the Person\n\nentitled to such payment or deposit as such Person shall specify.\n\n\n\n     (b)  Late Payments.  Without duplication, the Company shall,\n          -------------\nto the extent permitted by law, pay to Lender interest on all\n\namounts not paid or deposited when due hereunder and the Servicer\n\nshall, to the extent permitted by law, pay to Lender interest on\n\nall amounts not remitted when due hereunder because of any\n\nfailure of the Servicer to comply with its obligations as\n\nServicer hereunder, in each case at 2% per annum above the\n                                       --- -----\nAlternate Base Rate, payable on demand, provided, however, that\n                                        --------  -------\nsuch interest rate shall not at any time exceed the maximum rate\n\npermitted by applicable law.\n\n\n\n     (c)  Method of Computation.  All computations of interest,\n          ---------------------\nLiquidation Fee, any fees payable under Sections 4.01(b) and any\n                                        ----------------\nother fees payable by the Company to Lender or the Administrator\n\nin connection with Loans hereunder shall be made on the basis of\n\na year of 360 days (other than interest calculated by reference\n\nto the Alternate Base Rate, in which case such calculation shall\n\nbe made on the basis of a year of 365 or 366 days, as applicable)\n\nfor the actual number of days (including the first day but\n\nexcluding the last day) elapsed.\n\n\n\n     SECTION 3.04.  Treatment of Collections and Deemed\n                    -----------------------------------\nCollections.  The Company shall forthwith deliver to Servicer all\n- - -----------\nCollections deemed received by the Company pursuant to Section\n                                                       -------\n3.02(a), and Servicer shall hold or distribute such Collections\n- - ------\npursuant to the terms hereof to the same extent as if such\n\nCollections had actually been received on the date of such\n\ndelivery to Servicer.  During the continuance of an Event of\n\nDefault, if requested by the Administrator, Servicer shall cause\n\nsuch deemed Collections to be paid on the second Business Day\n\nafter they arise to the Lock-Box Bank or, if Collections are\n\nbeing paid to the Administrator pursuant to Section 8.03(c), to\n                                            ---------------\nthe Administrator.  So long as the Company shall hold any\n\nCollections or deemed Collections required to be paid to Servicer\n\nor the Administrator, it shall hold such Collections for the sole\n\nbenefit of the Lender and the Administrator and shall clearly\n\nmark its records to reflect such benefit (subject to the\n\nCompany's right to use certain Collections to pay the purchase\n\nprice due under the Purchase Agreement as set forth in Section\n                                                       -------\n3.01(b)); provided that unless the Administrator shall request it\n- - ------    --------\nto do so in writing after the occurrence and during the\n\ncontinuance of an Event of Default, the Company shall not be\n\nrequired to hold such Collections in a separate deposit account\n\ncontaining only such Collections.\n\n\n\n     SECTION 3.05.  Spread Account; Customer Letter of Credit.\n                    -----------------------------------------\n\n(a)  Unless the Company has delivered a Customer Letter of Credit\n\npursuant to Section 3.05(e),  the Company, for the benefit of\n            ---------------\nLender, shall establish and maintain or cause to be established\n\nand maintained in the name of the Company, on behalf of Lender,\n\nwith PNC Bank, a segregated account (the \"Spread Account\"),\n                                          --------------\nbearing a designation clearly indicating that the funds deposited\n\ntherein are held for the benefit of Lender.  The Spread Account,\n\nall funds deposited therein from time to time, all investments of\n\nsuch funds and all proceeds of any of the foregoing shall be\n\nsubject to a pledge and security interest in favor of the\n\nAdministrator for the benefit of Lender pursuant to an agreement\n\nsubstantially in the form attached hereto as Exhibit 3.05 (such\n                                             ------------\nagreement, as further amended, supplemented or otherwise modified\n\nfrom time to time, being the \"Spread Account Agreement\").\n                              ------------------------\n\n\n     (b)  Except as expressly provided in this Agreement,\n\nServicer agrees that it shall have no right of setoff or banker's\n\nlien against, and no right to otherwise deduct from, any funds\n\nheld in the Spread Account for any amount owed to it by the\n\nAdministrator or Lender.\n\n\n\n     (c)  Funds on deposit in the Spread Account shall be\n\ninvested at the direction of Servicer in accordance with the\n\nSpread Account Agreement; provided, however, investments of funds\n                          --------  -------\nrepresenting Collections collected during any Settlement Period\n\nshall be invested in investments that will mature so that such\n\nfunds will be available for transfer on the applicable Settlement\n\nDate with respect to such Settlement Period.  All interest and\n\nother investment earnings (net of losses and investment expenses)\n\non funds on deposit in the Spread Account shall be added to the\n\nbalance in the Spread Account and applied in accordance with this\n\nAgreement.\n\n\n\n     (d)  If on any Settlement Date, no Event of Default has\n\noccurred and is continuing and the amount of funds in Spread\n\nAccount, after giving effect to all withdrawals therefrom on such\n\ndate, exceeds 1.5% of the Lending Limit (the \"Enhancement\n                                              -----------\nLimit\"), the amount of such excess shall be released to the\n- - -----\nCompany.\n\n\n\n     (e)  The Company may, at its option, in lieu of establishing\n\nand maintaining the Spread Account, deliver to the Administrator,\n\nfor the benefit of Lender, and maintain in force until the Final\n\nPayout Date, one or more irrevocable letters of credit\n\n(collectively, with any substitutions therefor and replacements\n\nthereof, the \"Customer Letter of Credit\"), with a stated amount\n              -------------------------\nequal to the Enhancement Limit, from, or confirmed by, a bank or\n             \nother financial institution whose short term unsecured debt\n\nobligations are rated at least A-1 by Standard and Poor's\n\nCorporation and P-1 by Moody's Investors Service, Inc., and who\n\nis otherwise acceptable to the Administrator (whose acceptance\n\nshall not be unreasonably withheld), and in a form reasonably\n\nacceptable to the Administrator, together with an opinion of\n\ncounsel for such Customer Letter of Credit issuer acceptable in\n\nform and substance to the Administrator; provided that a copy of\n                                         --------\nsuch Customer Letter of Credit shall have been provided to\n\nStandard &amp; Poor's Corporation and Moody's Investors Service, Inc.\n\nand they shall have either confirmed (orally or in writing) the\n\nrating of the Commercial Paper Notes or waived (orally or in\n\nwriting) such requirement of confirmation.\n\n\n\n     (f)  The Company may satisfy its obligations pursuant to\n\nthis Section 3.05 by providing both a Spread Account and a\n     -----------\nCustomer Letter of Credit, provided that the sum of the amount of\n                           --------\nfunds from time to time in the Spread Account plus the stated\n\namount from time to time of the Customer Letter of Credit is at\n\nleast equal to the Enhancement Limit.  In the event that the\n\nCompany has provided a Customer Letter of Credit and the issuer\n\nof such Customer Letter of Credit (including any issuer of a\n\nconfirming letter of credit) is downgraded below the ratings\n\nrequired pursuant to the foregoing paragraph (e) (or such ratings\n                                   ------------\nare withdrawn), unless the Company has provided a substitute\n\nCustomer Letter of Credit satisfying the requirements of the\n\nforegoing paragraph (e) or the Company has deposited in the\n          ------------\nSpread Account the amount necessary to bring the amount therein\n\nup to the Enhancement Limit, in each case, on or prior to two (2)\n\nBusiness Days after such downgrading or withdrawal, the\n\nAdministrator shall withdraw the full stated amount of the\n\nCustomer Letter of Credit and deposit it in the Spread Account.\n\nIf the Customer Letter of Credit has a stated expiration date\n\nthat is earlier than the Final Payout Date, unless the Company\n\nhas substituted therefor another Customer Letter of Credit\n\nsatisfying the requirements of the foregoing paragraph (e) or\n                                             -------------\ndeposited into the Spread Account the amount necessary to bring\n\nthe amount of funds therein up to the Enhancement Limit on or\n\nbefore two (2) Business Days prior to the stated expiration date,\n\nthe Administrator shall withdraw the full stated amount of the\n\nCustomer Letter of Credit and deposit such funds into the Spread\n\nAccount.\n\n\n===================================================================\n                           ARTICLE IV\n\n                   FEES AND YIELD PROTECTION\n\n\n\n     SECTION 4.01.  Fees.  The Company shall pay to the\n                    ----\nAdministrator for the account of the Lender certain fees payable\n\nin such amounts and on such dates as are set forth in the fee\n\nletter, dated as of the date hereof (as amended or supplemented\n\nfrom time to time, the \"Fee Letter\") among the Company, AnnTaylor\n                        ----------\nand the Administrator.\n\n\n\n     SECTION 4.02.  Yield Protection.\n                    ---------------- \n\n     (a)  If (i) Regulation D or (ii) any Regulatory Change\n\noccurring after the date hereof\n\n\n\n          (A)  shall subject an Affected Party to any tax, duty\n\n     or other charge with respect to any Loan owned by, owed to\n\n     or funded by it, or any obligations or right to make Loans\n\n     or to provide funding therefor, or shall change the basis of\n\n     taxation of payments to the Affected Party of any part of\n\n     the Loans owned by, owed to or funded in whole or in part by\n\n     it or any other amounts due under this Agreement in respect\n\n     of the Loans (or any portion thereof) owned by or funded by\n\n     it or its obligations or rights, if any, to make Loans or to\n\n     provide funding therefor (except for changes in the rate of\n\n     any tax which is a franchise tax or a tax on the net income\n\n     of such Affected Party imposed by the United States of\n\n     America, by any jurisdiction in which such Affected Party's\n\n     principal executive office is located and, if such Affected\n\n     Party's principal executive office is not in the United\n\n     States of America, by any jurisdiction where such Affected\n\n     Party's principal office in the United States is located);\n\n     or\n\n\n\n          (B)  shall impose, modify or deem applicable any\n\n     reserve (including, without limitation, any reserve imposed\n\n     by the Federal Reserve Board, but excluding any reserve\n\n     included in the determination of the interest rate\n\n     applicable to the Loans), special deposit or similar\n\n     requirement against assets of any Affected Party, deposits\n\n     or obligations with or for the account of any Affected Party\n\n     or with or for the account of any affiliate (or entity\n\n     deemed by the Federal Reserve Board to be an affiliate) of\n\n     any Affected Party, or credit extended by any Affected\n\n     Party; or\n\n\n\n          (C)  shall change the amount of capital maintained or\n\n     required or requested or directed to be maintained by any\n\n     Affected Party in respect of the transactions contemplated\n\n     hereby; or\n\n\n\n          (D)  shall impose any other condition affecting any\n\n     Loan owned by, owed to or funded in whole or in part by any\n\n     Affected Party, or its obligations or rights, if any, to\n\n     make Loans or to provide funding therefor;\n\n\n\n     and the result of any of the foregoing is or would be\n\n\n          (x)  to increase the cost to (I) an Affected Party\n\n     funding or making or maintaining any Loans (or any portion\n\n     thereof), any purchases, reinvestments, or loans or other\n\n     extensions of credit under any Program Support Agreement or\n\n     any commitment of such Affected Party with respect to any of\n\n     the foregoing, or (II) the Administrator for continuing its\n\n     or the Company's relationship with Lender,\n\n\n\n          (y)  to reduce the amount of any sum received or\n\n     receivable by an Affected Party under this Agreement, or\n\n     under any Program Support Agreement with respect thereto, or\n\n\n\n          (z)  in the sole determination of such Affected Party,\n\n     to reduce the rate of return on the capital of an Affected\n\n     Party as a consequence of its obligations hereunder or\n\n     arising in connection herewith to a level below that which\n\n     such Affected Party could otherwise have achieved,\n\n\n\nthen within thirty days after demand by such Affected Party\n\n(which demand shall be accompanied by a statement setting forth\n\nthe basis of such demand), the Company shall pay directly to such\n\nAffected Party such additional amount or amounts as will\n\ncompensate such Affected Party for such additional or increased\n\ncost or such reduction.\n\n\n\n     (b)  Each Affected Party will promptly notify the Company\n\nand the Administrator of any event of which it has knowledge\n\nwhich will entitle such Affected Party to compensation pursuant\n\nto this Section 4.02; provided, however, no failure to give or\n        ------------  --------  -------\ndelay in giving such notification shall adversely affect the\n\nrights of any Affected Party to such compensation except that no\n\nAffected Party shall be entitled to compensation under this\n\nSection 4.02 with respect to any increased costs or reduced\n- - ------------\nreturn incurred more than 90 days prior to the date on which a\n\nresponsible officer of such Affected Party had actual knowledge\n\nand notified the Company of the event giving rise to such\n\nincreased cost or reduced return.\n\n\n\n     (c)  In determining any amount provided for or referred to\n\nin this Section 4.02, an Affected Party may use any reasonable\n        ------------\naveraging and attribution methods that it reasonably shall deem\n\napplicable; provided that such Affected Party shall not be\n            --------\narbitrary with respect to requesting similar compensation with\n\nrespect to similar transactions to the extent it is entitled to\n\ndo so pursuant to the applicable agreements.  Any Affected Party\n\nwhen making a claim under this Section 4.02 shall submit to the\n                               ------------\nCompany a statement as to such increased cost or reduced return\n\n(including calculation thereof in reasonable detail), which\n\nstatement shall, in the absence of demonstrable error, be\n\nconclusive and binding upon the Company.\n\n\n\n     (d)  Any Affected Party which is a participant shall only be\n\nentitled to amounts under this Section 4.02 to the extent that\n                               ------------\nsuch amounts, together with all amounts due to the Person selling\n\nsuch participation under this Section 4.02, do not exceed the\n                              -------------\namounts that would have been due to such Person under this\n\nSection 4.02 if the participation had not been entered into or\n- - -----------\nsold.\n\n\n\n\n     SECTION 4.03.  Funding Losses.  In the event that any\n                    --------------\nLiquidity Bank shall incur any loss or expense (including any\n\nloss or expense incurred by reason of the liquidation or\n\nreemployment of deposits or other funds acquired by such\n\nLiquidity Bank to make any Liquidity Loan or maintain any\n\nLiquidity Loan, but not including loss of anticipated profit) as\n\na result of any Loan not being made in accordance with a request\n\ntherefore under Section 1.02 (other than by reason of the failure\n                ------------\nof Lender to fund such Loan pursuant to its commitment) or as a\n\nresult of any Loan being paid on a date other than a Settlement\n\nDate, then, upon written notice from the Administrator to the\n\nCompany and Servicer, but without duplication of any Liquidation\n\nFee paid by the Company, the Company shall pay to Servicer, and\n\nServicer shall remit such amount paid by the Company to the\n\nAdministrator for the account of such Liquidity Bank, the amount\n\nof such loss or expense.  Such written notice (which shall\n\ninclude calculations in reasonable detail) shall, in the absence\n\nof manifest error, be conclusive and binding upon the Company and\n\nServicer.\n\n\n\n====================================================================\n                           ARTICLE V\n\n                      CONDITIONS PRECEDENT\n\n\n\n     SECTION 5.01.  Conditions Precedent to Effectiveness.  The\n                    -------------------------------------\neffectiveness of this Amended and Restated Receivables Financing\n\nAgreement is subject to the condition precedent that the\n\nAdministrator shall have received, on or before the date of such\n\neffectiveness, the following, each (unless otherwise indicated)\n\ndated such date and in form and substance satisfactory to the\n\nAdministrator:\n\n\n\n          (a)  A copy of the resolutions of the Board of\n\n     Directors of each of the Company and AnnTaylor approving\n\n     this Agreement and the other Transaction Documents to which\n\n     it is a party to be delivered by it hereunder and the\n\n     transactions contemplated hereby, certified by its Secretary\n\n     or Assistant Secretary;\n\n\n\n          (b)  Good standing certificates for the Company issued\n\n     by the Secretaries of State of Delaware and Connecticut;\n\n     good standing certificates for AnnTaylor issued by the\n\n     Secretaries of State of New York and Delaware;\n\n\n\n\n          (c)  A certificate of the Secretary or Assistant\n\n     Secretary of each of the Company and AnnTaylor certifying\n\n     the names and true signatures of the officers authorized on\n\n     its behalf to sign this Agreement and the other Transaction\n\n     Documents to be delivered by it hereunder (on which\n\n     certificate the Administrator and Lender may conclusively\n\n     rely until such time as the Administrator shall receive from\n\n     the Company or AnnTaylor, as the case may be, a revised\n\n     certificate meeting the requirements of this subsection\n\n     (c));\n\n\n\n          (d)  The Certificate of Incorporation of each of the\n\n     Company and AnnTaylor, duly certified by the Secretary of\n\n     State of Delaware, as of a recent date acceptable to\n\n     Administrator, together with a copy of the by-laws of each\n\n     of the Company and AnnTaylor, duly certified by the\n\n     Secretary or an Assistant Secretary of the Company or\n\n     AnnTaylor, as the case may be;\n\n\n\n          (e)  Copies of proper assignments of, and amendments\n\n     to, the financing statements (Form UCC-1) filed in\n\n     connection with the transactions contemplated by the\n\n     Original Financing Agreement, and copies of proper financing\n\n     statements (Form UCC-1) naming the Company as the debtor and\n\n     Lender as the secured party, filed or delivered to the\n\n     Lender or the Administrator for filing;\n\n\n\n          (f)  A search report updating the search report\n\n     delivered in connection with the Original Financing\n\n     Agreement provided in writing to the Administrator by LEXIS\n\n     Document Service, listing all effective financing statements\n\n     that name the Company or AnnTaylor as debtor and that are\n\n     filed in the jurisdictions in which filings were made\n\n     pursuant to subsection (e) above and in such other\n                 -------------\n     jurisdictions that Administrator shall reasonably request,\n\n     together with copies of such financing statements (none of\n\n     which shall cover the Receivables Pool or any interests\n\n     therein other than those in favor of Clipper);\n\n\n\n          (g)  Duly executed copies of Lock-Box Agreements with\n\n     each of the Lock-Box Banks;\n\n\n\n          (h)  Opinions of (i) Skadden, Arps, Slate, Meagher &amp; Flom, special counsel to the Company, in substantially the\n\n     form of Exhibits 5.01(h)-(i), 5.01(h)-(iii) and 5.01(h)-\n             -------------------   -------------     --------\n     (iv), (ii) Jocelyn F.L. Barandiaran, general counsel for the\n     ----------\n     Company, in substantially the form of Exhibit 5.01(h)-(ii)\n                                           -------------------\n     and (iii) Tyler, Cooper &amp; Alcorn, special Connecticut\n\n     counsel to the Company, in substantially the form of Exhibit\n                                                          -------\n     5.01(h)-(v);\n     -----------\n\n\n          (i)  Such powers of attorney as the Administrator shall\n\n     reasonably request to enable the Administrator to collect\n\n     all amounts due under any and all Pool Receivables;\n\n\n\n\n          (j)  A pro forma Information Package, assuming a Cut-\n                 ---------\n     Off Date of October 27, 1995;\n\n\n\n          (k)  The Assignment Agreement, duly executed by\n\n     Clipper, State Street, Lender and the Administrator;\n\n\n\n          (l)  The Liquidity Agreement, duly executed by Lender,\n\n     the Liquidity Agent and each Liquidity Bank;\n\n\n\n          (m)  The Spread Account Agreement, duly executed by the\n\n     parties thereto;\n\n\n\n          (n)  An amendment to the Purchase Agreement, duly\n\n     executed by the Company and AnnTaylor;\n\n\n\n          (o)  The Note, duly executed by the Company; and\n\n\n\n          (p)  The Fee Letter, duly executed by the Company and\n\n     AnnTaylor.\n\n\n\n\n     SECTION 5.02.  Conditions Precedent to All Loans.  Each Loan\n                    ---------------------------------\nand the effectiveness of this Amended and Restated Receivables\n\nFinancing Agreement shall be subject to the further conditions\n\nprecedent that on the date of such Loan or effectiveness, as the\n\ncase may be, the following statements shall be true (and the\n\nCompany by accepting the amount of such Loan or executing and\n\ndelivering this Agreement, as the case may be, shall be deemed to\n\nhave certified that):\n\n\n\n          (a)  the representations and warranties contained in\n\n     Section 6.01 are correct on and as of such day as though\n     ------------\n     made on and as of such day and shall be deemed to have been\n\n     made on such day,\n\n\n\n          (b)  no event has occurred and is continuing, or would\n\n     result from such Loan or effectiveness, as the case may be,\n\n     that constitutes an Event of Default or Unmatured Event of\n\n     Default,\n\n\n\n          (c)  after giving effect to each proposed Loan, the\n\n     Outstanding Principal will not exceed the Lending Limit or\n\n     the Borrowing Base, and\n\n\n\n          (d)  the Termination Date shall not have occurred.\n\n\n\n====================================================================\n                           ARTICLE VI\n\n                 REPRESENTATIONS AND WARRANTIES\n\n\n\n     SECTION 6.01.  Representations and Warranties of the\n                    -------------------------------------\nCompany.  The Company represents and warrants as follows:\n- - -------\n\n\n          (a)  Organization and Good Standing.  It has been duly\n               -----------------------------\n     organized and is validly existing as a corporation in good\n\n     standing under the laws of the State of Delaware, with power\n\n     and authority to own its properties and to conduct its\n\n     business as such properties are presently owned and such\n\n     business is presently conducted, and had at all relevant\n\n     times, and now has, all necessary power, authority, and\n\n     legal right to acquire and own the Pool Receivables.\n\n\n\n          (b)  Due Qualification.  It is duly qualified to do\n               -----------------\n     business as a foreign corporation in good standing, and has\n\n     obtained all necessary licenses and approvals, in all\n\n     jurisdictions in which the ownership or lease of property or\n\n     the conduct of its business requires such qualification,\n\n     licenses or approvals except where the failure to be in good\n\n     standing or to so qualify has not had and will not have a\n\n     Material Adverse Effect.\n\n\n\n          (c)  Power and Authority; Due Authorization.  It (i)\n               --------------------------------------\n     has all necessary power, authority and legal right to (A)\n\n     execute and deliver this Agreement, the Note and the other\n\n     Transaction Documents to which it is a party, (B) carry out\n\n     the terms of the Transaction Documents, and (C) borrow the\n\n     Loans and grant the security interest in the Receivables\n\n     Pool on the terms and conditions herein provided and (ii)\n\n     has duly authorized by all necessary corporate action the\n\n     execution, delivery and performance of this Agreement, the\n\n     Note and the other Transaction Documents to which it is a\n\n     party and the borrowing of the Loans and the granting of the\n\n     security interest in the Receivables Pool on the terms and\n\n     conditions herein provided.\n\n\n\n          (d)  Valid Security Interest; Binding Obligations.\n               --------------------------------------------\n     This Agreement creates a valid first priority security\n\n     interest in the Receivables Pool in favor of the Lender,\n\n     enforceable against creditors of, and purchasers from, the\n\n     Company; and this Agreement constitutes, and the Note and\n\n     each other Transaction Document to be signed by it when duly\n\n     executed and delivered will constitute, its legal, valid and\n\n     binding obligation enforceable in accordance with its terms,\n\n     except as enforceability may be limited by bankruptcy,\n\n     insolvency, reorganization, or other similar laws affecting\n\n     the enforcement of creditors' rights generally and by\n\n     general principles of equity, regardless of whether such\n\n     enforceability is considered in a proceeding in equity or at\n\n     law.\n\n\n\n          (e)  No Violation.  The consummation of the\n               ------------\n     transactions contemplated by this Agreement, the Note and\n\n     the other Transaction Documents and the fulfillment of the\n\n     terms hereof will not (i) conflict with, result in any\n\n     breach of any of the terms and provisions of, or constitute\n\n     (with or without notice or lapse of time or both) a default\n\n     under, the certificate of incorporation or by-laws of the\n\n     Company or any indenture, loan agreement, receivables\n\n     purchase agreement, mortgage, deed of trust, or other\n\n     agreement or instrument to which the Company is a party or\n\n     by which it or any of its properties is bound, except where\n\n     such conflict, breach or default has not had and will not\n\n     have a Material Adverse Effect, (ii) result in the creation\n\n     or imposition of any Lien upon any of the Company's\n\n     properties pursuant to the terms of any such indenture, loan\n\n     agreement, receivables purchase agreement, mortgage, deed of\n\n     trust, or other agreement or instrument, other than this\n\n     Agreement, or (iii) violate any law or any order, rule, or\n\n     regulation applicable to the Company of any court or of any\n\n     federal or state regulatory body, administrative agency, or\n\n     other governmental instrumentality having jurisdiction over\n\n     the Company or any of its properties except where such\n\n     violation has not had and will not have a Material Adverse\n\n     Effect.\n\n\n\n          (f)  No Proceedings.  There are no proceedings or\n               --------------\n     investigations pending, or to the Company's knowledge\n\n     threatened, before any court, regulatory body,\n\n     administrative agency, or other tribunal or governmental\n\n     instrumentality (i) asserting the invalidity of this\n\n     Agreement or any other Transaction Document, (ii) seeking to\n\n     prevent the consummation of any of the transactions\n\n     contemplated by this Agreement or any other Transaction\n\n     Document, or (iii) seeking any determination or ruling that\n\n     could reasonably be expected to have a Material Adverse\n\n     Effect.\n\n\n\n\n          (g)  Bulk Sales Act.  No transaction contemplated\n               --------------\n     hereby requires compliance with any bulk sales act or\n\n     similar law.\n\n\n\n          (h)  Government Approvals.  No authorization or\n               --------------------\n     approval or other action by, and no notice to or filing\n\n     with, any governmental authority or regulatory body is\n\n     required for the due execution, delivery and performance by\n\n     the Company of this Agreement or any other Transaction\n\n     Document, except for the filing of the UCC statements and\n               ------\n     the assignments of, and amendments to, the UCC financing\n\n     statements referred to in Article V, all of which, at the\n                               ---------\n     time required in Article V, shall have been duly made and\n                      ---------\n     shall be in full force and effect (or shall have been duly\n\n     delivered to the Administrator).\n\n\n\n\n          (i)  Financial Condition.  (x)  The balance sheet of\n               -------------------\n     the Company as of January 28, 1995, and the related\n\n     statements of income and shareholders' equity of the Company\n\n     for the fiscal year then ended certified by Deloitte &amp; Touche, independent certified public accountants, copies of\n\n     which have been furnished to the Administrator, fairly\n\n     present the Company's financial condition, business,\n\n     business prospects and operations as at such date and the\n\n     results of the operations of the Company for the period\n\n     ended on such date; and (y) since January 28, 1995, there\n\n     has been no material adverse change in any of the Company's\n\n     financial condition, business, or operations.\n\n\n\n\n          (j)  Litigation.  No injunction, decree or other\n               ----------\n     decision has been issued or made by any court, governmental\n\n     agency or instrumentality thereof that could reasonably be\n\n     expected to have a Material Adverse Effect, and no written\n\n     threat by any person has been made to attempt to obtain any\n\n     such decision.\n\n\n\n\n          (k)  Margin Regulations.  The use of all funds obtained\n               ------------------\n     by the Company under this Agreement will not conflict with\n\n     or contravene any of Regulations G, T, U and X promulgated\n\n     by the Board of Governors of the Federal Reserve System from\n\n     time to time.\n\n\n\n\n          (l)  Quality of Title.  The Receivables Pool is owned\n               ----------------\n     by the Company free and clear of any Lien (other than any\n\n     Lien arising hereunder solely as the result of any action\n\n     taken by Lender (or any assignee thereof) or by the\n\n     Administrator); upon the filing of the assignments of, and\n\n     amendments to, the UCC-1 financing statements filed with the\n\n     Secretary of State of Connecticut in connection with the\n\n     Original Financing Agreement, the filing of new UCC-1\n\n     financing statements with the Secretary of State of\n\n     Connecticut and the execution of the Spread Account\n\n     Agreement, Lender shall have acquired and shall at all times\n\n     thereafter continuously maintain a valid and perfected first\n\n     priority security interest in the Receivables Pool (other\n\n     than with respect to the Spread Account, in which case such\n\n     security interest shall be in respect of the Eligible\n\n     Investments (as defined in the Spread Account Agreement)\n\n     credited thereto), free and clear of any Lien (other than\n\n     any Lien arising hereunder solely as the result of any\n\n     action taken by Lender (or any assignee thereof) or by the\n\n     Administrator); and no financing statement or other\n\n     instrument similar in effect covering the Receivables Pool\n\n     or any portion thereof is on file in any recording office\n\n     except such as may be filed (i) in favor of AnnTaylor in\n\n     accordance with the Contracts, (ii) in favor of Lender or\n\n     the Administrator in accordance with this Agreement or in\n\n     connection with any Lien arising hereunder solely as the\n\n     result of any action taken by Lender (or any assignee\n\n     thereof) or by the Administrator or (iii) in favor of the\n\n     Company pursuant to the Purchase Agreement.\n\n\n\n\n\n          (m)  Accurate Reports.  No Information Package (if\n               ----------------\n     prepared by the Company or to the extent information therein\n\n     was supplied by the Company) or other information, exhibit,\n\n     financial statement, document, book, record or report\n\n     furnished or to be furnished in writing by or on behalf of\n\n     the Company to the Administrator or Lender in connection\n\n     with this Agreement was or will be inaccurate in any\n\n     material respect (in light of the circumstances under which\n\n     such information was furnished and taken as a whole together\n\n     with all other information previously furnished or then\n\n     being furnished) as of the date it was or will be dated or\n\n     (except as otherwise disclosed to the Administrator and\n\n     Lender at or prior to such time) as of the date so\n\n     furnished, or contained or will contain any material\n\n     misstatement of fact or omitted or will omit to state a\n\n     material fact or any fact necessary to make the statements\n\n     contained therein not materially misleading on the date as\n\n     of which such information is dated or certified.\n\n\n\n\n          (n)  Offices.  The chief place of business and chief\n               -------\n     executive office of the Company is located at its address\n\n     specified in Schedule 6.01(n), and the offices where the\n                  ----------------\n     Company keeps all its books, records and documents\n\n     evidencing Pool Receivables, the related Contracts and all\n\n     agreements related to such Pool Receivables are located at\n\n     the addresses specified in Schedule 6.01(n) (or at such\n                                ----------------\n     other locations, notified to the Administrator in accordance\n\n     with Section 7.01(f), in jurisdictions where all action\n          --------------\n     required by Section 8.05 has been taken and completed).\n                 ------------\n\n\n\n          (o)  Lock-Box Accounts.  The names and addresses of all\n               -----------------\n     the Lock-Box Banks, together with the account numbers of the\n\n     lock-box accounts of the Company at such Lock-Box Banks, are\n\n     specified in Schedule 6.01(o) (or have been notified to the\n                  ----------------\n     Administrator in accordance with Section 7.04(d)).\n                                      ---------------\n\n\n\n          (p)  Eligible Receivables.  Each Receivable included in\n               --------------------\n     the Net Pool Balance as an Eligible Receivable on the date\n\n     of any calculation of the Borrowing Base shall be an\n\n     Eligible Receivable on such date.\n\n\n\n\n          (q)  Capitalization.  The authorized capital stock of\n               --------------\n     the Company consists of one hundred (100) shares of common\n\n     stock, $1.00 par value, of which all are currently issued\n\n     and outstanding.  All of such outstanding shares are validly\n\n     issued, fully paid and nonassessable and are owned\n\n     (beneficially and of record) by AnnTaylor.\n\n\n\n\n          (r)  Trade Names.  Except as disclosed on Schedule\n               -----------                          --------\n     6.01(r), the Company does not use any trade name other than\n     ------\n     its actual corporate name.  From and after the date that\n\n     fell five (5) years before the date hereof, the Company has\n\n     not been known by any legal name other than its corporate\n\n     name as of the date hereof, nor has it been the subject of\n\n     any merger or other corporate reorganization except as\n\n     disclosed on Schedule 6.01(r).\n                           -------\n\n\n\n          (s)  Taxes.  The Company has filed all tax returns and\n               -----\n     reports required by law to have been filed by it and has\n\n     paid all taxes and governmental charges thereby shown to be\n\n     owing, except any taxes not yet delinquent and any such\n\n     taxes or charges which are being diligently contested in\n\n     good faith by appropriate proceedings and for which adequate\n\n     reserves in accordance with GAAP shall have been set aside\n\n     on its respective books.\n\n\n\n\n          (t)  Compliance with Applicable Laws.  The Company is\n               -------------------------------\n     in compliance in all material respects with the requirements\n\n     of all applicable laws, rules, regulations, and orders of\n\n     all governmental authorities (including, without limitation,\n\n     Regulation Z, laws, rules and regulations relating to usury,\n\n     truth in lending, fair credit billing, fair credit\n\n     reporting, equal credit opportunity, fair debt collection\n\n     practices and privacy and all other consumer laws, rules and\n\n     regulations applicable to the Receivables and related\n\n     Contracts), a breach of any of which, individually or in the\n\n     aggregate, could reasonably be expected to have a Material\n\n     Adverse Effect.\n\n\n\n          (u)  Receivable Evidenced By Instruments.  None of the\n               -----------------------------------\n     Receivables is evidenced by an instrument (other than\n\n     instruments received in connection with collection efforts,\n\n     all of which shall be delivered, duly endorsed, to the\n\n     Administrator if requested by the Administrator during the\n\n     continuance of an Event of Default).\n\n\n\n\n\n     SECTION 6.02.  Representations and Warranties of AnnTaylor.\n                    -------------------------------------------\nAnnTaylor, as Servicer, represents and warrants as follows:\n\n\n\n          (a)  Organization and Good Standing.  It has been duly\n               ------------------------------\n     organized and is validly existing as a corporation in good\n\n     standing under the laws of the State of Delaware, with power\n\n     and authority to own its properties and to conduct its\n\n     business as such properties are presently owned and such\n\n     business is presently conducted.\n\n\n\n\n          (b)  Due Qualification.  It is duly qualified to do\n               -----------------\n     business as a foreign corporation in good standing, and has\n\n     obtained all necessary licenses and approvals, in all\n\n     jurisdictions in which the ownership or lease of property or\n\n     the conduct of its business requires such qualification,\n\n     licenses or approvals except where the failure to be in good\n\n     standing or to so qualify has not had and will not have a\n\n     Servicer Material Adverse Effect.\n\n\n\n          (c)  Power and Authority; Due Authorization.  It (i)\n               -------------------------------------- \n     has all necessary power, authority and legal right to (A)\n\n     execute and deliver this Agreement and the other Transaction\n\n     Documents to which it is a party, and (B) carry out the\n\n     terms of the Transaction Documents, in its capacity as\n\n     Servicer, and (ii) has duly authorized by all necessary\n\n     corporate action the execution, delivery and performance of\n\n     this Agreement and the other Transaction Documents to which\n\n     it is a party in its capacity as Servicer.\n\n\n\n          (d)  Binding Obligations.  This Agreement constitutes,\n               -------------------\n     and each other Transaction Document to be signed by it in\n\n     its capacity as Servicer when duly executed and delivered\n\n     will constitute, its legal, valid and binding obligation\n\n     enforceable in accordance with its terms, except as\n\n     enforceability may be limited by bankruptcy, insolvency,\n\n     reorganization, or other similar laws affecting the\n\n     enforcement of creditors' rights generally and by general\n\n     principles of equity, regardless of whether such\n\n     enforceability is considered in a proceeding in equity or at\n\n     law.\n\n\n\n          (e)  No Violation.  The consummation of the\n               ------------\n     transactions contemplated by this Agreement and the other\n\n     Transaction Documents to which AnnTaylor is a party in its\n\n     capacity as Servicer, and the fulfillment of the terms\n\n     hereof will not (i) conflict with, result in any breach of\n\n     any of the terms and provisions of, or constitute (with or\n\n     without notice or lapse of time or both) a default under,\n\n     the certificate of incorporation or by-laws of AnnTaylor or\n\n     any indenture, loan agreement, receivables purchase\n\n     agreement, mortgage, deed of trust, or other agreement or\n\n     instrument to which AnnTaylor is a party or by which it or\n\n     any of its properties is bound, except where such conflict,\n\n     breach or default has not had and will not have a Servicer\n\n     Material Adverse Effect, (ii) result in the creation or\n\n     imposition of any Lien upon any of AnnTaylor's properties\n\n     pursuant to the terms of any such indenture, loan agreement,\n\n     receivables purchase agreement, mortgage, deed of trust, or\n\n     other agreement or instrument, other than this Agreement, or\n\n     (iii) violate any law or any order, rule, or regulation\n\n     applicable to AnnTaylor of any court or of any federal or\n\n     state regulatory body, administrative agency, or other\n\n     governmental instrumentality having jurisdiction over\n\n     AnnTaylor or any of its properties except where such\n\n     violation has not had and will not have a Servicer Material\n\n     Adverse Effect.\n\n\n\n          (f)  No Proceedings.  There are no proceedings or\n               --------------\n     investigations pending, or to AnnTaylor's knowledge\n\n     threatened, before any court, regulatory body,\n\n     administrative agency, or other tribunal or governmental\n\n     instrumentality (i) asserting the invalidity of this\n\n     Agreement or any other Transaction Document to which\n\n     AnnTaylor is a party as Servicer, (ii) seeking to prevent\n\n     the consummation of any of the transactions contemplated by\n\n     this Agreement or any other Transaction Document to which\n\n     AnnTaylor is a party as Servicer, or (iii) seeking any\n\n     determination or ruling that could reasonably be expected to\n\n     have a Servicer Material Adverse Effect.\n\n\n\n          (g)  Government Approvals.  No authorization or\n               --------------------\n     approval or other action by, and no notice to or filing\n\n     with, any governmental authority or regulatory body is\n\n     required for the due execution, delivery and performance by\n\n     AnnTaylor of this Agreement or any other Transaction\n\n     Document to which it is a party in its capacity as Servicer.\n\n\n\n          (h)  Financial Condition.  (x)  The consolidated\n               -------------------\n     balance sheets of ATSC and its consolidated Subsidiaries as\n\n     at July 29, 1995, and the related statements of income and\n\n     shareholders' equity of ATSC and its consolidated\n\n     Subsidiaries for the six months then ended, certified by a\n\n     Responsible Officer of ATSC, copies of which have been\n\n     furnished to the Administrator, fairly present the\n\n     consolidated financial condition, business, business\n\n     prospects and operations of ATSC and its consolidated\n\n     Subsidiaries as at such date and the consolidated results of\n\n     the operations of ATSC and its consolidated Subsidiaries for\n\n     the period ended on such date, all in accordance with GAAP\n\n     consistently applied; and (y) since July 29, 1995 there has\n\n     been no material adverse change in any such condition,\n\n     business, or operations.\n\n\n\n          (i)  Litigation.  No injunction, decree or other\n               ----------\n     decision has been issued or made by any court, governmental\n\n     agency or instrumentality thereof that could reasonably be\n\n     expected to have a Servicer Material Adverse Effect, and no\n\n     written threat by any person has been made to attempt to\n\n     obtain any such decision.\n\n\n\n\n          (j)  Accurate Reports.  No Information Package (if\n               ----------------\n     prepared by AnnTaylor or any of its Affiliates, (other than\n\n     the Company), as Servicer, or to the extent information\n\n     therein was supplied by AnnTaylor or any of its Affiliates\n\n     (other than the Company), as Servicer, or other information,\n\n     exhibit, financial statement, document, book, record or\n\n     report furnished or to be furnished in writing by or on\n\n     behalf of AnnTaylor or any of its Affiliates (other than the\n\n     Company), as Servicer to the Administrator or Lender in\n\n     connection with this Agreement was or will be inaccurate in\n\n     any material respect (in light of the circumstances under\n\n     which such information was furnished and taken as a whole\n\n     together with all other information previously furnished or\n\n     then being furnished) as of the date it was or will be dated\n\n     or (except as otherwise disclosed to the Administrator and\n\n     Lender at or prior to such time) as of the date so\n\n     furnished, or contained or will contain any material\n\n     misstatement of fact or omitted or will omit to state a\n\n     material fact or any fact necessary to make the statements\n\n     contained therein not materially misleading.\n\n\n\n          (k)  Offices.  The chief place of business and chief\n               -------\n     executive office of AnnTaylor is located at its address\n\n     specified in Schedule 6.02(k), and the offices where\n                  ---------------\n     AnnTaylor keeps all its books, records and documents\n\n     evidencing Pool Receivables, the related Contracts and all\n\n     agreements related to such Pool Receivables are located at\n\n     the addresses specified in Schedule 6.02(k) (or at such\n                                ---------------\n     other locations, notified to the Administrator in accordance\n\n     with Section 7.01(f)).\n          --------------\n\n\n\n          (l)  Bank Accounts.  The names and addresses of all\n               -------------\n     banks with accounts in which Collections received at\n\n     AnnTaylor's stores or its headquarters are deposited,\n\n     together with the account numbers of such accounts are\n\n     specified in Schedule 6.02(l) (or have been notified to the\n                  ---------------\n     Administrator in accordance with Section 7.03(d)).\n                                      ---------------\n\n\n\n          (m)  Servicing Programs.  No further license or\n               ------------------\n     approval is required for the Administrator's use of any\n\n     program used by Servicer in the servicing of the Pool\n\n     Receivables, other than those which have been obtained and\n\n     are in full force and effect.\n\n\n\n\n\n          (n)  Taxes.  AnnTaylor has filed all tax returns and\n               -----\n     reports required by law to have been filed by it and has\n\n     paid all taxes and governmental charges thereby shown to be\n\n     owing, except any taxes not yet delinquent and any such\n\n     taxes or charges which are being diligently contested in\n\n     good faith by appropriate proceedings and for which adequate\n\n     reserves in accordance with GAAP shall have been set aside\n\n     on its respective books.\n\n\n\n\n          (o)  Compliance with Applicable Laws.  AnnTaylor, as\n               -------------------------------\n     Servicer, is in compliance in all material respects with the\n\n     requirements of all applicable laws, rules, regulations, and\n\n     orders of all governmental authorities (including, without\n\n     limitation, Regulation Z, laws, rules and regulations\n\n     relating to usury, truth in lending, fair credit billing,\n\n     fair credit reporting, equal credit opportunity, fair debt\n\n     collection practices and privacy and all other consumer\n\n     laws, rules and regulations applicable to the Receivables\n\n     and related Contracts), a breach of any of which,\n\n     individually or in the aggregate, could reasonably be\n\n     expected to have a Servicer Material Adverse Effect.\n\n\n\n\n==========================================================================\n                          ARTICLE VII\n\n         GENERAL COVENANTS OF THE COMPANY AND ANNTAYLOR\n\n\n\n     SECTION 7.01.  Affirmative Covenants.  From the date hereof\n                    ---------------------\nuntil the Final Payout Date, the Company and AnnTaylor each\n\ncovenants, as to itself, that it will unless, in each case, the\n\nAdministrator shall otherwise consent in writing:\n\n\n\n          (a)  Compliance with Laws, Etc.  Comply in all material\n               -------------------------\n     respects with all applicable laws, rules, regulations and\n\n     orders with respect to the Pool Receivables and related\n\n     Contracts except where such noncompliance has not had and\n\n     will not have a Material Adverse Effect, in the case of this\n\n     covenant by the Company, or Servicer Material Adverse\n\n     Effect, in the case of this covenant by AnnTaylor.\n\n\n\n          (b)  Preservation of Corporate Existence.  Preserve and\n               -----------------------------------\n     maintain its corporate existence, rights, franchises and\n\n     privileges in the jurisdiction of its incorporation, and\n\n     qualify and remain qualified in good standing as a foreign\n\n     corporation in each jurisdiction where the failure to\n\n     preserve and maintain such existence, rights, franchises,\n\n     privileges and qualification would have a Material Adverse\n\n     Effect, in the case of this covenant by the Company, or\n\n     Servicer Material Adverse Effect, in the case of this\n\n     covenant by AnnTaylor.\n\n\n\n\n          (c)  Audits.  (i) At any time and from time to time\n               ------\n     during regular business hours, upon reasonable notice and in\n\n     a manner designed not to unreasonably disrupt the normal\n\n     business operations of AnnTaylor or the Company, permit the\n\n     Administrator or any of its agents or representatives, (A)\n\n     to examine and make copies of and abstracts from all books,\n\n     records and documents (including, without limitation,\n\n     computer tapes and disks) in its possession or under its\n\n     control relating to the Receivables Pool, including, without\n\n     limitation, the related Contracts and other agreements, and\n\n     (B) to visit its offices and properties for the purpose of\n\n     examining such materials described in clause (i)(A) next\n                                           ------------\n     above, and to discuss matters relating to the Receivables\n\n     Pool or its performance hereunder with any of its officers\n\n     or employees having knowledge of such matters; and (ii)\n\n     without limiting the provisions of clause (i) next above,\n                                        ----------\n     from time to time on request of Administrator, permit\n\n     certified public accountants or other auditors acceptable to\n\n     the Administrator to conduct, at AnnTaylor's or the\n\n     Company's expense, as the case may be, a review of its books\n\n     and records; provided, however, that, unless an Event of\n\n     Default has occurred and is continuing, AnnTaylor and the\n\n     Company shall only be obligated to pay for (i) the out-of-\n\n     pocket expenses of the internal auditors of the\n\n     Administrator incurred with respect to such reviews done not\n\n     more frequently than three times per year (and such expenses\n\n     shall be subject to Section 14.05(a)) and (ii) in addition\n                         ----------------\n     to the amounts set forth in clause (i), the allocated cost\n                                 ---------\n     of the internal auditors of the Administrator with respect\n\n     to such reviews done not more frequently than once a year.\n\n\n\n          (d)  Keeping of Records and Books of Account.  Maintain\n               ---------------------------------------\n     and implement administrative and operating procedures\n\n     (including, without limitation, an ability to recreate\n\n     records evidencing Pool Receivables in the event of the\n\n     destruction of the originals thereof), and keep and main\n\n     tain, all documents, books, records and other information\n\n     reasonably necessary or advisable for the collection of all\n\n     Pool Receivables (including, without limitation, records\n\n     adequate to permit the daily identification of each new Pool\n\n     Receivable and all Collections of and adjustments to each\n\n     existing Pool Receivable).\n\n\n\n\n          (e)  Performance and Compliance with Receivables and\n               -----------------------------------------------\n     Contracts.  At its expense timely and fully perform and\n     ---------\n     comply with all material provisions, covenants and other\n\n     promises required to be observed by it under the Contracts\n\n     related to the Pool Receivables and all other agreements\n\n     related to such Pool Receivables.\n\n\n\n          (f)  Location of Records.  Keep its chief place of\n               -------------------\n     business and chief executive office, and the offices where\n\n     it keeps its records concerning the Pool Receivables, all\n\n     related Contracts and all other agreements related to such\n\n     Pool Receivables (and all original documents relating\n\n     thereto), at its address(es) referred to in Section 6.01(n)\n                                                 ---------------\n     or 6.02(k), as the case may be, or, upon 30 days' prior\n        -------\n     written notice to the Administrator, at such other locations\n\n     in jurisdictions where all action required by Section 8.05\n                                                   ------------\n     shall have been taken and completed.\n\n\n\n\n          (g)  Credit and Collection Policies.  Comply in all\n               ------------------------------\n     material respects with the Credit and Collection Policy in\n\n     regard to each Pool Receivable and the related Contract.\n\n\n\n\n          (h)  Collections.  Instruct all Obligors to cause all\n               -----------\n     Collections of Pool Receivables to be deposited directly\n\n     with a Lock-Box Bank.\n\n\n\n     SECTION 7.02  Separate Corporate Existence.  The Company\n                   ----------------------------\nhereby acknowledges that Lender, the Liquidity Banks and the\n\nAdministrator, are entering into the transactions contemplated by\n\nthis Agreement and the other Transaction Documents in reliance\n\nupon the Company's identity as a legal entity separate from\n\nAnnTaylor.  Therefore, from and after the date hereof, the\n\nCompany shall take all steps specifically required by this\n\nAgreement or by the Lender or Administrator to continue the\n\nCompany's identity as a separate legal entity and to make it\n\napparent to third Persons that the Company is an entity with\n\nassets and liabilities distinct from those of Servicer, AnnTaylor\n\nand any other Person, and is not a division of Servicer,\n\nAnnTaylor or any other Person.  Without limiting the generality\n\nof the foregoing and in addition to and consistent with the other\n\ncovenants set forth herein, the Company shall take such actions\n\nas shall be required in order that:\n\n\n\n          (a)  The Company will be a limited purpose corporation\n\n     whose primary activities are restricted in its certificate\n\n     of incorporation to purchasing or otherwise acquiring from\n\n     AnnTaylor, owning, holding, granting security interests, or\n\n     selling interests, in Receivables, Contracts, Related\n\n     Security and Collections from AnnTaylor, entering into\n\n     agreements for the servicing and financing of the\n\n     Receivables Pool, entering into interest rate agreements,\n\n     spread account agreements and similar documents and\n\n     conducting such other activities as it deems necessary or\n\n     appropriate to carry out its primary activities;\n\n\n\n          (b)  Not less than one member of the Company's Board of\n\n     Directors (the \"Independent Director\") shall be an\n                     --------------------\n     individual who is not a direct, indirect or beneficial\n\n     stockholder, officer, director, employee, affiliate,\n\n     associate, or supplier of the Company or any of its\n\n     Affiliates.  The certificate of incorporation of the Company\n\n     shall provide that (i) the Company's Board of Directors\n\n     shall not approve, or take any other action to cause the\n\n     filing of, a voluntary bankruptcy petition with respect to\n\n     the Company unless the Independent Director shall approve\n\n     the taking of such action in writing prior to the taking of\n\n     such action and (ii) such provision cannot be amended\n\n     without the prior written consent of the Independent\n\n     Director;\n\n\n\n          (c)  The Independent Director shall not at any time\n\n     serve as a trustee in bankruptcy for the Company, AnnTaylor\n\n     or any Affiliate thereof;\n\n\n\n          (d)  Any employee, consultant or agent of the Company\n\n     will be compensated from the Company's funds for services\n\n     provided to the Company.  The Company will engage no agents\n\n     other than its attorneys, auditors and other professionals,\n\n     and a servicer for the Receivables Pool, which servicer will\n\n     be fully compensated for its services to the Company by\n\n     payment of the Servicer's Fee;\n\n\n\n          (e)  The Company will contract with Servicer to perform\n\n     for the Company all operations required on a daily basis to\n\n     service the Receivables Pool.  The Company will pay Servicer\n\n     the Servicer's Fee pursuant hereto.  The Company will not\n\n     incur any material indirect or overhead expenses for items\n\n     shared between the Company and AnnTaylor (or any other\n\n     Affiliate thereof) which are not reflected in the Servicer's\n\n     Fee.  To the extent, if any, that the Company and AnnTaylor\n\n     (or any other Affiliate thereof) share items of expenses not\n\n     reflected in the Servicer's Fee, such as legal, auditing and\n\n     other professional services, such expenses will be allocated\n\n     to the extent practical on the basis of actual use or the\n\n     value of services rendered, and otherwise on a basis\n\n     reasonably related to the actual use or the value of\n\n     services rendered, it being understood that AnnTaylor shall\n\n     pay all expenses relating to the preparation, negotiation,\n\n     execution and delivery of the Transaction Documents,\n\n     including, without limitation, legal, agency and other fees;\n\n\n\n          (f)  The Company's operating expenses will not be paid\n\n     by AnnTaylor or any other Affiliate thereof;\n\n\n\n\n          (g)  The Company will have its own separate post office\n\n     box and stationery;\n\n\n\n          (h)  The Company's books and records will be maintained\n\n     separately from those of AnnTaylor and any other Affiliate\n\n     thereof;\n\n\n\n          (i)  All financial statements of AnnTaylor or any\n\n     Affiliate thereof that are consolidated to include the\n\n     Company will contain detailed notes clearly stating that (A)\n\n     all of the Company's assets are owned by the Company, and\n\n     (B) the Company is a separate corporate entity with\n\n     creditors who have received security interests in the\n\n     Company's assets;\n\n\n\n          (j)  The Company's assets will be maintained in a\n\n     manner that facilitates their identification and segregation\n\n     from those of AnnTaylor or any Affiliate thereof;\n\n\n\n\n          (k)  The Company will strictly observe corporate\n\n     formalities in its dealings with AnnTaylor or any Affiliate\n\n     thereof, and funds or other assets of the Company will not\n\n     be commingled with those of AnnTaylor or any Affiliate\n\n     thereof.  The Company shall not maintain joint bank accounts\n\n     or other depository accounts to which AnnTaylor or any\n\n     Affiliate thereof (other than AnnTaylor in its capacity as\n\n     Servicer) has independent access; and\n\n\n\n          (l)  The Company will maintain arm's-length\n\n     relationships with AnnTaylor (and any Affiliate thereof).\n\n     Any Person that renders or otherwise furnishes services to\n\n     the Company will be compensated by the Company at market\n\n     rates for such services it renders or otherwise furnishes to\n\n     the Company.  Except as contemplated in the Transaction\n\n     Documents neither the Company nor AnnTaylor will be or will\n\n     hold itself out to be responsible for the debts of the other\n\n     or the decisions or actions respecting the daily business\n\n     and affairs of the other.\n\n\n\n\n\n     SECTION 7.03.  Reporting Requirements.  From the date hereof\n                    ----------------------\nuntil the Final Payout Date, the Company and AnnTaylor each\n\ncovenants as to itself that it will, unless the Administrator\n\nshall otherwise consent in writing, furnish to the Administrator\n\nthe items set forth in paragraphs (a), (b), (g), (h), (i), (j),\n                       --------------  ---  ---  ---  ---  ---\n(k) and (m) in the case of the Company and the items set forth in\n- - ---     ---\nparagraphs (c), (d), (e), (f), (g), (h), (i), (k), (l) and (m) in\n- - ---------- ---  ---  ---  ---  ---  ---  ---  ---  ---     ---\nthe case of AnnTaylor:\n\n\n\n          (a)  Monthly Financial Statements - the Company.  As\n               ------------------------------------------\n     soon as available and in any event within 45 days after the\n\n     end of each month copies of the financial statements of the\n\n     Company prepared in conformity with GAAP (but subject to\n\n     year end audit adjustments), duly certified by a Responsible\n\n     Officer of the Company;\n\n\n\n          (b)  Annual Financial Statements - the Company.  As\n               -----------------------------------------\n     soon as available and in any event within 90 days after the\n\n     end of each fiscal year of the Company, copies of the\n\n     financial statements of the Company prepared in conformity\n\n     with GAAP, including a footnote containing the aggregate\n\n     Unpaid Balance of the Pool Receivables, the Unpaid Balance\n\n     of the Delinquent Receivables and of the Defaulted\n\n     Receivables, duly certified by independent certified public\n\n     accountants of recognized standing selected by the Company;\n\n\n\n\n          (c)  Quarterly Financial Statements - ATSC.  As soon as\n               -------------------------------------\n     available and in any event within 45 days after the end of\n\n     each fiscal quarter of ATSC, copies of the financial\n\n     statements of ATSC and its Subsidiaries prepared on a\n\n     consolidated basis in conformity with GAAP, duly certified\n\n     by a Responsible Officer of ATSC, together with a\n\n     certificate from such officer containing a computation of,\n\n     and showing compliance with, the financial restrictions\n\n     contained in Sections 7.05(d) and (e);\n                  ----------------     ---\n\n\n          (d)  Annual Financial Statements - ATSC.  As soon as\n               ----------------------------------\n     available and in any event within 90 days after the end of\n\n     each fiscal year of ATSC, copies of the financial statements\n\n     of ATSC and its Subsidiaries prepared on a consolidated\n\n     basis in conformity with GAAP, duly certified by independent\n\n     certified public accountants of recognized standing selected\n\n     by ATSC, together with a certificate from such accountants\n\n     containing a computation of, and showing compliance with,\n\n     the financial restrictions contained in Sections 7.05(d) and\n                                             ----------------\n     (e);\n     ---\n\n\n          (e)  Financial Statements - AnnTaylor.  As soon as\n               --------------------------------\n     practicable after requested by the Administrator, copies of\n\n     the financial statements of AnnTaylor and its Subsidiaries\n\n     prepared on a consolidated basis in conformity with GAAP,\n\n     duly certified by a Responsible Officer of AnnTaylor;\n\n\n\n\n          (f)  Reports to Holders and Exchanges.  In addition to\n               --------------------------------\n     the reports required by subsections (a), (b), (c), (d) and\n                             ---------------  ---  ---  ---\n     (e) next above, promptly upon the Administrator's request,\n     ---\n     copies of any reports which ATSC sends to any of its\n\n     securityholders, and any reports or registration statements\n\n     that ATSC files with the Securities and Exchange Commission\n\n     or any national securities exchange other than registration\n\n     statements relating to employee benefit plans and to\n\n     registrations of securities for selling securities;\n\n\n\n          (g)  ERISA.  Promptly after the filing or receiving\n               -----\n     thereof, copies of all reports and notices with respect to\n\n     any Reportable Event defined in Article IV of ERISA as to\n\n     which the 30-day notice requirement has not been waived by\n\n     the Pension Benefit Guaranty Corporation which ATSC, the\n\n     Company or AnnTaylor, as the case may be, files under ERISA\n\n     with the Internal Revenue Service, the Pension Benefit\n\n     Guaranty Corporation or the U.S. Department of Labor or\n\n     which the Company or AnnTaylor, as the case may be, receives\n\n     from the Pension Benefit Guaranty Corporation;\n\n\n\n          (h)  Events of Default.  As soon as possible and in any\n               -----------------\n     event within five days after a Responsible Officer of the\n\n     Company or AnnTaylor, as the case may be, has knowledge of\n\n     the occurrence of each Event of Default and each Unmatured\n\n     Event of Default, a written statement of a Responsible\n\n     Officer of the Company or AnnTaylor, as the case may be,\n\n     setting forth details of such event and the action that the\n\n     Company proposes to take with respect thereto;\n\n\n\n\n          (i)  Litigation.  As soon as possible and in any event\n               ----------\n     within five Business Days of the Company's or AnnTaylor's,\n\n     as the case may be, knowledge thereof, notice of (i) any\n\n     litigation, investigation or proceeding which may exist at\n\n     any time could reasonably be expected to have a Material\n\n     Adverse Effect and (ii) any material adverse development in\n\n     previously disclosed litigation;\n\n\n\n          (j)  Management Report.  As soon as available, a copy\n               -----------------\n     of the annual management report of ATSC prepared in\n\n     connection with the annual audit referred to in Section\n                                                     -------\n     7.03(d).\n     ------\n\n\n          (k)  Change in Credit and Collection Policy.  Prior to\n               --------------------------------------\n     its effective date, notice of any change in the Credit and\n\n     Collection Policy;\n\n\n\n          (l)  Bank Accounts.  On or prior to each January 27th\n               ------------\n     and, during the continuance of an Event of Default, as often\n\n     as requested by the Administrator, an updated and corrected\n\n     Schedule 6.02(l); and\n     ---------------\n\n\n          (m)  Other.  Promptly, from time to time, such other\n               -----\n     information, documents, records or reports respecting the\n\n     Pool Receivables or the condition or operations, financial\n\n     or otherwise, of the Company or AnnTaylor, as the case may\n\n     be, as the Administrator may from time to time reasonably\n\n     request in order to protect the interests of the\n\n     Administrator or Lender under or as contemplated by this\n\n     Agreement.\n\n\n\n\n     SECTION 7.04.  Negative Covenants of the Company.  From the\n                    ---------------------------------\ndate hereof until the Final Payout Date, the Company will not\n\nwithout the prior written consent of the Administrator:\n\n\n\n\n          (a)  Sales, Liens, Etc.  Except as otherwise provided\n               -----------------\n     herein or in the Purchase Agreement, sell, assign (by\n\n     operation of law or otherwise) or otherwise dispose of, or\n\n     create or suffer to exist any Lien upon or with respect to,\n\n     the Receivables Pool, or any interest therein, or any lock-\n\n     box account to which any Collections of any Pool Receivable\n\n     are sent, or any right to receive income or proceeds from or\n\n     in respect of any of the foregoing.\n\n\n\n          (b)  Extension or Amendment of Receivables.  Except in\n               -------------------------------------\n     accordance with the Credit and Collection Policy as\n\n     permitted in Section 8.02, extend, amend or otherwise modify\n                  ------------\n     the terms of any Pool Receivable, or amend, modify or waive\n\n     any term or condition of any Contract related thereto.\n\n\n\n\n          (c)  Change in Business or Credit and Collection\n               -------------------------------------------\n     Policy.  Make any change in the character of its business or\n     ------\n     in the Credit and Collection Policy, which change would, in\n\n     either case, adversely affect the collectability of a\n\n     significant portion of the Pool Receivables or otherwise\n\n     adversely affect the first priority, perfected security\n\n     interest or remedies of Lender under this Agreement or any\n\n     other Transaction Document or, without limiting the\n\n     generality of the foregoing, change the method of\n\n     calculating aging, which method is described in the Credit\n\n     and Collection Policy.\n\n\n\n          (d)  Change in Payment Instructions to Obligors.  Add\n               ------------------------------------------\n     or terminate any bank as a Lock-Box Bank from those listed\n\n     in Schedule 6.01(o) or make any change in its instructions\n        ----------------\n     to Obligors regarding payments to be made to the Company or\n\n     Servicer or payments to be made to any Lock-Box Bank, unless\n\n     the Administrator shall have received notice of such\n\n     addition, termination or change and duly executed copies of\n\n     Lock-Box Agreements with each new Lock-Box Bank.\n\n\n\n\n          (e)  Mergers, Acquisitions, Sales, etc.  Be a party to\n               ---------------------------------\n     any merger or consolidation, or purchase or otherwise\n\n     acquire all or substantially all of the assets or any stock\n\n     of any class of, or any partnership or joint venture\n\n     interest in, any other Person, or sell, transfer, convey or\n\n     lease all or any substantial part of its assets (other than\n\n     pursuant hereto and the Purchase Agreement), or sell or\n\n     assign with or without recourse any Receivables or any\n\n     interest therein (other than pursuant hereto or the Purchase\n\n     Agreement).\n\n\n\n          (f)  Restricted Payments.  Purchase or redeem any\n               -------------------\n     shares of the capital stock of the Company, declare or pay\n\n     any dividends thereon (other than stock dividends), make any\n\n     distribution to stockholders or set aside any funds for any\n\n     such purpose, or make any payment in cash with respect to\n\n     the Company Note (as defined in the Purchase Agreement)\n\n     issued pursuant to the Purchase Agreement, unless after\n\n     giving effect thereto, the Company's Net Worth is at least\n\n     $850,000.\n\n\n\n          (g)  Deposits to Special Accounts.  Deposit or\n               ----------------------------\n     otherwise credit, or cause or permit to be so deposited or\n\n     credited, to any Lock-Box Account cash or cash proceeds\n\n     other than Collections of Pool Receivables.\n\n\n\n\n          (h)  Incurrence of Indebtedness.  Incur or permit to\n               --------------------------\n     exist any indebtedness or liability on account of deposits\n\n     or advances or for borrowed money or for the deferred\n\n     purchase price of any property or services, except (i)\n\n     indebtedness not exceeding in the aggregate $4,995 at any\n\n     one time outstanding, (ii) the Company's obligations\n\n     hereunder or under the other Transaction Documents and (iii)\n\n     the Company's obligations under a reimbursement agreement\n\n     related to the Customer Letter of Credit, provided that such\n                                               --------\n     obligations are subordinate to the Company's obligations\n\n     hereunder and under the Note and the parties thereto have\n\n     agreed to non-petition language with respect to the Company\n\n     reasonably satisfactory to the Administrator.\n\n\n\n          (i)  Purchase Agreement.  Amend or waive any provision\n               ------------------\n     of the Purchase Agreement, or terminate the Purchase\n\n     Agreement, other than pursuant to the amendment dated the\n\n     date hereof.\n\n\n\n          (j)  Certificate of Incorporation.  Amend, repeal or\n               ----------------------------\n     waive Articles III, VII, X, XI, XII or XIV of its\n\n     certificate of incorporation, other than the amendment\n\n     thereto on or about the date hereof made in connection with\n\n     the amendment and restatement of this Agreement.\n\n\n\n\n     SECTION 7.05  Negative Covenants of AnnTaylor.  From the\n                   -------------------------------\ndate hereof until the Final Payout Date, AnnTaylor will not,\n\nwithout the prior written consent of the Administrator:\n\n\n\n          (a)  Conduct of Business.  Engage in any business other\n               -------------------\n     than the business engaged in by AnnTaylor on the date hereof\n\n     and any business activities substantially similar or related\n\n     thereto.\n\n\n\n          (b)  Mergers, Acquisitions, etc.  Be a party to any\n               --------------------------\n     merger, consolidation, or purchase or otherwise acquire all\n\n     or substantially all of the assets or any stock of any class\n\n     of, or any partnership or joint venture interest in, any\n\n     other person, or, except in the ordinary course of its\n\n     business, sell, transfer, convey or lease all or any\n\n     substantial part of its assets, or sell or assign with or\n\n     without recourse any Receivables or any interest therein\n\n     other than:\n\n\n\n                    (i)       pursuant to the Purchase Agreement;\n\n\n                    (ii)      licenses of trademarks to the\n\n          extent necessary to maintain or protect such trademarks\n\n          in jurisdictions outside the United States of America;\n\n\n\n                    (iii)     any sale or disposition of\n\n          AnnTaylor's interest in the CAT Joint Venture pursuant\n\n          to the CAT Joint Venture Agreement;\n\n\n\n                    (iv)      any purchase or acquisition of any\n\n          assets among AnnTaylor and its Restricted Subsidiaries;\n\n          it being understood that AnnTaylor shall be permitted\n\n          to incorporate new Restricted Subsidiaries;\n\n\n\n                    (v)       any purchase or acquisition of any\n\n          interest in joint ventures (in the form of\n\n          corporations, partnerships or otherwise) in a maximum\n\n          amount not exceeding $10,000,000 at any one time\n\n          outstanding;\n\n\n\n                    (vi)      any purchase or acquisition of any\n\n          assets or capital stock in Unrestricted Subsidiaries in\n\n          an amount not to exceed $1,000,000 at any one time\n\n          outstanding;\n\n\n\n                    (vii)     any purchase or acquisition of any\n\n          assets or capital stock in the CAT Joint Venture\n\n          pursuant to the CAT Joint Venture Agreement in an\n\n          amount not to exceed 15% of Net Worth; and\n\n\n\n\n                    (viii)    any merger or consolidation of any\n\n          Subsidiary (other than the Company) into or with\n\n          AnnTaylor, so long as AnnTaylor is the surviving\n\n          corporation.\n\n\n\n          (c)  Restricted Payments.  Violate the provisions of\n               -------------------\n     Section 8.05 of the AnnTaylor Credit Agreement as in effect\n     ------------\n     from time to time or, if the AnnTaylor Credit Agreement is\n\n     terminated or cancelled or it expires, as in effect\n\n     immediately prior to such termination, cancellation or\n\n     expiration (and such provisions, and the definitions related\n\n     thereto, are herein incorporated by reference as if fully\n\n     set forth herein).\n\n\n\n          (d)  Net Worth.  Permit Net Worth as determined at the\n               ---------\n     end of any fiscal quarter (beginning with the fiscal quarter\n\n     ending on or about January 28, 1995) to be less than the Net\n\n     Worth on or about October 30, 1994 plus (a) 50% of Net\n\n     Income after October 30, 1994 (without deducting from such\n\n     cumulative amount the amount of any net loss incurred in any\n\n     fiscal year except extraordinary losses associated with the\n\n     redemption or repurchase of indebtedness) plus (b) 100% of\n\n     the net proceeds of any equity issue or conversion of debt\n\n     to equity subsequent to October 30, 1994 minus (c) any\n                                              -----\n     expenses related to the payments for ATSC's share of\n\n     expenses incurred in connection with any public offering of\n\n     common stock minus (d) payments by ATSC or AnnTaylor to\n\n     acquire shares of common stock from employees of ATSC,\n\n     AnnTaylor or any Restricted Subsidiary in an aggregate\n\n     amount not exceeding $100,000 in any fiscal year.\n\n\n\n          (e)  Fixed Charge Coverage Ratio.  Permit the Fixed\n               ---------------------------\n     Charge Coverage Ratio, as determined at (i) the end of the\n\n     fiscal quarter ended in October of 1995 for such fiscal\n\n     quarter to be less than 0.45 to 1.00 and (ii) the end of any\n\n     fiscal quarter for the preceding four fiscal quarters (or,\n\n     if less, the number of full fiscal quarters elapsed since\n\n     October 28, 1995) to be less than the ratio set forth\n\n     opposite the month in which such fiscal quarter ends:\n\n\n\n\n               Quarter Ended                 Minimum Ratio\n               -------------                 -------------\n               January 1996                  0.75 to 1.00\n               April 1996                    1.00 to 1.00\n               July 1996                     1.10 to 1.00\n               October 1996                  1.15 to 1.00\n               January 1997 and thereafter   1.25 to 1.00\n\n\n\n\n          (f)  Purchase Agreement.  Amend or waive any provision\n               ------------------\n     of the Purchase Agreement, or terminate the Purchase\n\n     Agreement, except for the amendment to the Purchase\n\n     Agreement dated the date hereof.\n\n\n====================================================================\n\n                          ARTICLE VIII\n\n                 ADMINISTRATION AND COLLECTION\n\n\n\n\n     SECTION 8.01.  Designation of Servicer.\n                    -----------------------\n\n     (a)  AnnTaylor as Initial Servicer.  The servicing,\n          -----------------------------\nadministering and collection of the Pool Receivables shall be\n\nconducted by the Person designated as Servicer hereunder\n\n(\"Servicer\") from time to time in accordance with this Section\n                                                       -------\n8.01.  Until the Administrator gives to AnnTaylor a Successor\n- - ----\nNotice (as defined in Section 8.01(b)), AnnTaylor is hereby\n                      ---------------\ndesignated as, and hereby agrees to perform the duties and\n\nobligations of, Servicer pursuant to the terms hereof.\n\n\n\n     (b)  Successor Notice; Servicer Transfer Events.  Upon\n          -----------------------------------------\nAnnTaylor's receipt of a notice from the Administrator of the\n\nAdministrator's designation of a new Servicer (a \"Successor\n                                                  ---------\nNotice\"), AnnTaylor agrees that it will terminate its activities\n- - ------\nas Servicer hereunder in a manner that the Administrator believes\n\nwill facilitate the transition of the performance of such\n\nactivities to the new Servicer, and the Administrator (or its\n\ndesignee) shall assume each and all of AnnTaylor's obligations to\n\nservice and administer such Receivables, on the terms and subject\n\nto the conditions herein set forth, and AnnTaylor shall use its\n\nbest efforts to assist the Administrator (or its designee) in\n\nassuming such obligations, including, without limitation, by\n\nallowing the Administrator (or its designee) access to all\n\ncomputer software and programs used by AnnTaylor to service the\n\nPool Receivables.  The Administrator agrees not to give AnnTaylor\n\na Successor Notice until after the occurrence and only during the\n\ncontinuance of any Event of Default (any such Event of Default\n\nbeing herein called a \"Servicer Transfer Event\"), in which case\n                       -----------------------\nsuch Successor Notice may be given at any time in the\n\nAdministrator's discretion.  If AnnTaylor disputes the occurrence\n\nof a Servicer Transfer Event, AnnTaylor may take appropriate\n\naction to resolve such dispute provided that AnnTaylor must\n                               --------\nterminate its activities hereunder as Servicer and allow the\n\nnewly designated Servicer to perform such activities on the date\n\nprovided by the Administrator as described above, notwithstanding\n\nthe commencement or continuation of any proceeding to resolve the\n\naforementioned dispute.\n\n\n\n\n     (c)  Subcontracts.  Servicer may, with the prior consent of\n          ------------\nthe Administrator, subcontract with any other Person for\n\nservicing, administering or collecting the Pool Receivables,\n\nprovided that Servicer shall remain liable for the performance of\n\nthe duties and obligations of Servicer pursuant to the terms\n\nhereof.\n\n\n\n     SECTION 8.02.  Duties of Servicer.\n                    ------------------\n\n     (a)  Appointment; Duties in General.  Each of the Company,\n          ------------------------------\nLender and the Administrator hereby appoints as its agent\n\nServicer, as from time to time designated pursuant to Section\n\n8.01, to enforce its rights and interests in and under the Pool\n\nReceivables, the Related Security and the related Contracts.\n\nServicer shall take or cause to be taken all such actions as may\n\nbe necessary or advisable to collect each Pool Receivable from\n\ntime to time, all in accordance with applicable laws, rules and\n\nregulations, with reasonable care and diligence, and in\n\naccordance with the Credit and Collection Policy.\n\n\n\n\n     (b)  Allocation of Collections; Segregation.  Servicer shall\n          --------------------------------------\nset aside for the account of the Lender the Collections of Pool\n\nReceivables as set forth in Section 3.01, but shall not be\n                            ------------\nrequired (unless otherwise requested by the Administrator after\n\nthe occurrence and during the continuance of an Event of Default)\n\nto segregate the funds constituting such portions of such\n\nCollections prior to the remittance thereof in accordance with\n\nsuch Section.  If instructed by the Administrator after the\n\noccurrence and during the continuance of an Event of Default,\n\nServicer shall segregate and deposit with a bank designated by\n\nthe Administrator, the Collections of Pool Receivables, on the\n\nsecond Business Day following receipt by Servicer of such\n\nCollections in immediately available funds.  Such Collections\n\nshall be applied in accordance with Section 3.01.\n                                    ------------\n\n\n\n     (c)  Modification of Receivables.  So long as AnnTaylor is\n          ---------------------------\nthe Servicer, Servicer may, (A) in accordance with the Credit and\n\nCollection Policy, (i) extend the maturity of, or defer interest\n\npayments or finance charges with respect to, any Pool Receivable\n\nas Servicer may determine to be appropriate to maximize\n\nCollections thereof, and (ii) adjust the Unpaid Balance of any\n\nReceivable to reflect the reductions or cancellations described\n\nin the first sentence of Section 3.02(a) or (B) as a result of a\n                         --------------     ---\nnatural disaster, extend the maturity or defer interest payments\n\nor finance charges with respect to any Pool Receivable of an\n\nObligor that is located in the area affected by such natural\n\ndisaster as Servicer may determine; provided that the aggregate\n                                    --------\nUnpaid Balance of such extended or deferred Pool Receivables does\n\nnot exceed 3% of Outstanding Principal.\n\n\n\n\n     (d)  Documents and Records.  The Company shall deliver to\n          ---------------------\nServicer, and Servicer shall hold for the sole benefit of the\n\nCompany and Lender in accordance with their respective interests,\n\nall documents, instruments and records (including, without\n\nlimitation, computer tapes or disks) that evidence or relate to\n\nPool Receivables.\n\n\n\n\n     (e)  Certain Duties to the Company.  Servicer, if other than\n          -----------------------------\nAnnTaylor, shall, as soon as practicable upon demand, deliver to\n\nthe Company copies of all documents, instruments and records in\n\nits possession that evidence or relate to Pool Receivables.\n\n\n\n\n     (f)  Termination.  Servicer's authorization under this\n          -----------\nAgreement shall terminate upon the Final Payout Date.\n\n\n\n\n     (g)  Power of Attorney.  The Company hereby grants to\n          -----------------\nServicer an irrevocable power of attorney, with full power of\n\nsubstitution, coupled with an interest, to take in the name of\n\nthe Company all steps which are necessary or advisable to\n\nendorse, negotiate or otherwise realize on any writing or other\n\nright of any kind held or transmitted by the Company or\n\ntransmitted or received by Lender (whether or not from the\n\nCompany) in connection with any Pool Receivable.\n\n\n\n\n     (h)  Information.  Servicer shall take such steps as shall\n          -----------\nbe necessary to enable it to provide complete and accurate\n\ninformation, within five (or, if an Event of Default is\n\ncontinuing, one) Business Day(s) of request, to the\n\nAdministrator, with respect to the daily amounts and\n\ncorresponding locations of those Collections received by the\n\nCompany that have not been sent directly to the Lock-Box Banks.\n\n\n\n\n     SECTION 8.03.  Rights of the Administrator.\n                    ---------------------------\n\n     (a)  Notice to Obligors.  At any time after the occurrence\n          ------------------\nand during the continuance of an Event of Default the\n\nAdministrator may notify the Obligors of Pool Receivables, or any\n\nof them, of the security interest held by Lender.\n\n\n\n\n     (b)  Notice to Lock-Box Banks.  At any time following the\n          ------------------------\noccurrence and during the continuance of a Event of Default the\n\nAdministrator is hereby authorized to give notice to the Lock-Box\n\nBanks, as provided in the Lock-Box Agreements, of the transfer to\n\nthe Administrator of dominion and control over the lock-boxes and\n\nrelated accounts to which the Obligors of Pool Receivables make\n\npayments.  The Company hereby transfers to the Administrator,\n\neffective when the Administrator shall give notice to the Lock-\n\nBox Banks as provided in the Lock-Box Agreements, the exclusive\n\ndominion and control over such lock-boxes and accounts, and shall\n\ntake any further action that the Administrator may reasonably\n\nrequest to effect such transfer.  To the extent that the Lock-Box\n\nBanks are transferring Collections directly to the Administrator\n\nor pursuant to instructions from the Administrator, neither the\n\nCompany nor the Servicer shall have any obligation to pay over\n\nsuch Collections pursuant to Section 3.01(b).  The Administrator\n                             ---------------\nhereby agrees that upon the request of the Company (i) at and\n\nafter such time that this Agreement is no longer in effect, it\n\nwill provide written notice to the Lock-Box Banks and any bank\n\nreferred to in Section 7.01(i) to such effect and (ii) unless an\n               --------------\nEvent of Default is then continuing, it will within one Business\n\nDay of such request by the Company deliver instructions to any\n\nLock-Box Bank whose Lock-Box Agreement has been cancelled or\n\nterminated directing that mail addressed to the lock-box account,\n\nadministered by such Lock-Box Bank be forwarded to another Lock-\n\nBox Bank as specified in such request by the Company.\n\n\n\n\n     (c)  Rights on Servicer Transfer Event.  At any time\n          ---------------------------------\nfollowing a Servicer Transfer Event:\n\n\n\n\n          (i)  The Administrator may direct the Obligors of Pool\n\n     Receivables, or any of them, to pay all amounts payable\n\n     under any Pool Receivable directly to the Administrator.\n\n\n\n\n          (ii)  AnnTaylor shall, at the Administrator's request\n\n     and at AnnTaylor's expense, give notice of the Lender's\n\n     security interest to each Obligor and direct that payments\n\n     be made directly to the Administrator.\n\n\n\n          (iii)  AnnTaylor shall, at the Administrator's request,\n\n     (A) assemble all of the documents, instruments and other\n\n     records (including, without limitation, computer programs,\n\n     tapes and disks) which evidence the Pool Receivables, and\n\n     the related Contracts and Related Security, or which are\n\n     otherwise necessary or desirable to collect such Pool\n\n     Receivables, and make the same available to the\n\n     Administrator at a place selected by the Administrator, and\n\n     (B) segregate all cash, checks and other instruments\n\n     received by it from time to time constituting Collections of\n\n     Pool Receivables in a manner acceptable to the Administrator\n\n     and promptly upon receipt, remit all such cash, checks and\n\n     instruments, duly endorsed or with duly executed instruments\n\n     of transfer, to the Administrator.\n\n\n\n\n          (iv)  Each of AnnTaylor, the Company and Lender hereby\n\n     authorizes the Administrator, and grants to the\n\n     Administrator an irrevocable power of attorney, to take any\n\n     and all steps in the Company's or AnnTaylor's name and on\n\n     behalf of the Company, AnnTaylor and Lender which are\n\n     necessary or desirable, in the determination of the\n\n     Administrator, to collect all amounts due under any and all\n\n     Pool Receivables, including, without limitation, endorsing\n\n     the Company's or AnnTaylor's name on checks and other\n\n     instruments representing Collections and enforcing such Pool\n\n     Receivables and the related Contracts; provided that the\n\n     Administrator shall not exercise its rights under such power\n\n     of attorney unless a Servicer Transfer Event shall have\n\n     occurred and be continuing.\n\n\n\n\n     SECTION 8.04.  Responsibilities of the Company.  Anything\n                    -------------------------------\nherein to the contrary notwithstanding:\n\n\n\n\n     (a)  Contracts.  The Company shall perform all of its\n          ----------\nobligations under the Contracts related to the Pool Receivables\n\nand under the other agreements related thereto to the same extent\n\nas if the security interest had not been granted hereunder and\n\nthe exercise by the Administrator or its designee of its rights\n\nhereunder shall not relieve the Company from such obligations.\n\n\n\n\n     (b)  Limitation of Liability.  Neither the Administrator nor\n          -----------------------\nLender shall have any obligation or liability with respect to any\n\nPool Receivables, the Contracts related thereto or any other\n\nagreements related thereto, nor shall any of them be obligated to\n\nperform any of the obligations of the Company thereunder.\n\n\n\n\n     SECTION 8.05.  Further Action Evidencing Security Interest.\n                    -------------------------------------------\n\n     (a)  Further Assurances.  The Company agrees that from time\n          ------------------\nto time, at its expense, it will promptly execute and deliver all\n\nfurther instruments and documents, and take all further action\n\nthat the Administrator or its designee may reasonably request in\n\norder to perfect or more fully evidence the security interest\n\ngranted hereunder, or to enable Lender or the Administrator or\n\nits designee to exercise or enforce any of their respective\n\nrights hereunder or under any Transaction Document.  Without\n\nlimiting the generality of the foregoing, the Company will upon\n\nthe request of the Administrator or its designee:\n\n\n\n\n          (i)  execute and file such financing or continuation\n\n     statements, or amendments thereto or assignments thereof,\n\n     and such other instruments or notices, as may be necessary\n\n     or appropriate;\n\n\n\n          (ii)  mark its summary master control data processing\n\n     records evidencing such Pool Receivables and related\n\n     Contracts with a legend, acceptable to the Administrator,\n\n     that the Pool Receivable and related Contracts have been\n\n     pledged hereunder.\n\n\n\n     (b)  Additional Financing Statements; Performance by\n          -----------------------------------------------\nAdministrator.  The Company hereby authorizes the Administrator\n- - ------------\nor its designee to file one or more financing or continuation\n\nstatements, and amendments thereto and assignments thereof,\n\nrelative to all or any portion the Receivables Pool now existing\n\nor hereafter arising in the name of the Company.  If the Company\n\nfails to perform any of its agreements or obligations under this\n\nAgreement, the Administrator or its designee may (but shall not\n\nbe required to) itself perform, or cause performance of, such\n\nagreement or obligation, and the expenses of the Administrator or\n\nits designee incurred in connection therewith shall be payable by\n\nthe Company as provided in Section 14.05.\n                           -------------\n\n\n     (c)  Continuation Statements; Opinion.  Without limiting the\n          --------------------------------\ngenerality of subsection (a), the Company will, not earlier than\n              --------------\nsix (6) months and not later than three (3) months prior to the\n\nfifth anniversary of the date of filing of the financing\n\nstatement referred to in Section 5.01(e) of the Original\n                         --------------\nFinancing Agreement or any other financing statement filed\n\npursuant to this Agreement or in connection with any Loan\n\nhereunder, unless the Final Payout Date shall have occurred\n\nexecute and deliver and file or cause to be filed an appropriate\n\ncontinuation statement with respect to such financing statement.\n\n\n\n     SECTION 8.06.  Application of Collections.  Any payment by\n                    --------------------------\nan Obligor in respect of any indebtedness owed by it to the\n\nCompany shall, except as otherwise specified by such Obligor,\n\nrequired by the underlying Contract or law be applied, first, as\n                                                       -----\na Collection of any Finance Charge Receivable or Receivables that\n\nare Pool Receivables then outstanding of such Obligor in the\n\norder of the age of such Finance Charge Receivables, starting\n\nwith the oldest of such Finance Charge Receivable, second, as a\n                                                   ------\nCollection of any Principal Receivable or Receivables that are\n\nPool Receivables then outstanding of such Obligor in the order of\n\nthe age of such Principal Receivables, starting with the oldest\n\nof such Principal Receivable, and third, to any other\n                                  -----\nindebtedness of such Obligor.\n\n\n\n======================================================================\n                           ARTICLE IX\n\n                       SECURITY INTEREST\n\n\n\n     SECTION 9.01.  Grant of Security Interest.  To secure all\n                    --------------------------\nobligations of the Company arising in connection with this\n\nAgreement, the Note and each other Transaction Document, whether\n\nnow or hereafter existing, due or to become due, direct or\n\nindirect, or absolute or contingent, including, without\n\nlimitation, the principal of and interest on the Loans, all\n\nIndemnified Amounts, payments on account of deemed Collections\n\nand fees, the Company hereby assigns and grants to Lender a\n\ncontinuing security interest in all of the Company's right, title\n\nand interest, now or hereafter existing, in, to and under the\n\nReceivables Pool (other than the Spread Account, it being\n\nunderstood that the Company has granted a continuing security\n\ninterest in the Spread Account to the Lender under the Spread\n\nAccount Agreement).\n\n\n\n\n     SECTION 9.02.  Remedies.  Upon the occurrence and during the\n                    --------\ncontinuance of an Event of Default, Lender shall have, with\n\nrespect to the collateral granted pursuant to Section 9.01, and\n                                              ------------\nin addition to all other rights and remedies available to Lender\n\nor the Administrator under this Agreement or other applicable\n\nlaw, all the rights and remedies of a secured party upon default\n\nunder the UCC.\n\n\n\n\n====================================================================\n                           ARTICLE X\n\n                       EVENTS OF DEFAULT\n\n\n     SECTION 10.01.  Events of Default.  The following events\n                     -----------------\nshall be \"Events of Default\" hereunder:\n          -----------------\n\n\n          (a)  (i) The Company shall fail to pay any principal\n\n     of, or interest on, any Loan when due (whether or not\n\n     sufficient Collections have then been received to make such\n\n     payment) or (ii) Servicer (if AnnTaylor or its Affiliate is\n\n     Servicer) shall fail to perform or observe any term,\n\n     covenant or agreement that is an obligation of Servicer\n\n     hereunder (other than as referred to in clause (iii) next\n                                             ------------\n     following) and such failure shall remain unremedied for\n\n     three Business Days or (iii) Servicer (if AnnTaylor or its\n\n     Affiliate is Servicer) shall fail to make any payment or\n\n     deposit to be made by it hereunder when due; or\n\n\n\n          (b)  Any representation or warranty made or deemed to\n\n     be made by the Company or AnnTaylor (or any of their\n\n     respective officers) under or in connection with this\n\n     Agreement shall prove to have been false or incorrect in any\n\n     material respect when made (other than a breach of the\n\n     representations set forth in Section 6.01(l), 6.01(p) or\n                                  -----------------------\n     6.01(u)); or\n     ------\n\n\n          (c)  The Company or AnnTaylor shall fail to perform or\n\n     observe any other term, covenant or agreement contained in\n\n     this Agreement or any of the other Transaction Documents on\n\n     its part to be performed or observed and any such failure\n\n     shall remain unremedied for twenty days; or\n\n\n\n\n          (d)  A default shall have occurred and be continuing\n\n     under any instrument or agreement evidencing, securing or\n\n     providing for the issuance of indebtedness for borrowed\n\n     money in excess of $2,000,000 of, or guaranteed by,\n\n     AnnTaylor, ATSC or any Restricted Subsidiary, which default\n\n     if unremedied, uncured, or unwaived (with or without the\n\n     passage of time or the giving of notice or both) would\n\n     permit acceleration of the maturity of such indebtedness and\n\n     such default shall have continued unremedied, uncured or\n\n     unwaived for a period long enough to permit such\n\n     acceleration and any notice of default required to permit\n\n     acceleration shall have been given; or any default under any\n\n     agreement or instrument relating to the purchase of\n\n     receivables of AnnTaylor, ATSC or any Restricted Subsidiary,\n\n     or any other event, shall occur and shall continue after the\n\n     applicable grace period, if any, specified in such agreement\n\n     or instrument, if the effect of such default is to\n\n     terminate, or permit the termination of, the commitment of\n\n     any party to such agreement or instrument to purchase\n\n     receivables or the right of AnnTaylor, ATSC or any\n\n     Restricted Subsidiary to reinvest in receivables the\n\n     principal amount paid by any party to such agreement or\n\n     instrument for interest in receivables; or\n\n\n\n          (e)  An Event of Bankruptcy shall have occurred and\n\n     remain continuing with respect to the Company, AnnTaylor,\n\n     ATSC or any Restricted Subsidiary; or\n\n\n\n\n          (f)  The Net Yield at any time is less than -2%; or\n\n\n\n          (g)  The Gross Default-to-Liquidation Ratio exceeds\n\n     2.00% or the Net Default to Liquidation Ratio exceeds 1.45%;\n\n     or\n\n\n\n          (h)  The Payment Rate is less than 22%; or\n\n\n\n          (i)  The Delinquency Ratio at any Cut-Off Date is\n\n     greater than 11.5% or the average of the Delinquency Ratios\n\n     for the most recent three Cut-Off Dates is greater than 11%;\n\n     or\n\n\n\n          (j)  There shall exist any event, circumstance or\n\n     occurrence that would be reasonably likely to have a\n\n     material adverse effect on the validity or enforceability of\n\n     this Agreement, the Note or any other Transaction Document\n\n     or on the status, existence, perfection, priority or\n\n     enforceability of Lender's interest in the Receivables Pool;\n\n     or\n\n\n\n\n          (k)  The warranty in Section 6.01(i)(y) shall not be\n                               ------------------\n     true at any time; or\n\n\n\n\n          (l)  The occurrence of a Change-in-Control; or\n\n\n          (m)  The Internal Revenue Service shall file notice of\n\n     a lien pursuant to Section 6323 of the Internal Revenue Code\n\n     with regard to any of the assets of the Company and such\n\n     lien shall not have been released within 5 days (or 30 days,\n\n     if payment in full with respect thereto shall have been made\n\n     within 5 days), or the Pension Benefit Guaranty Corporation\n\n     shall file notice of a lien pursuant to Section 4068 of\n\n     ERISA with regard to any of the assets of the Company; or\n\n\n\n\n          (n)  The Dilution Ratio exceeds 15%; or\n\n\n          (o)  The sum of (i) the balance in the Spread Account\n\n     and (ii) the stated amount of the Customer Letter of Credit\n\n     as of any Settlement Date, after giving effect to all\n\n     withdrawals therefrom or draws thereupon on such date, shall\n\n     be less than 0.5% of the then Outstanding Principal; or\n\n\n\n          (p)  The Outstanding Principal shall exceed the\n\n     Borrowing Base as set forth in the most recently delivered\n\n     Information Package (or portion thereof) and the Company\n\n     shall not have prepaid the Loan in the amount of such excess\n\n     within one Business Day.\n\n\n\n\n     SECTION 10.02.  Remedies.\n                     --------\n\n     (a)  Optional Acceleration.  Upon the occurrence of a Event\n          ---------------------\nof Default (other than a Event of Default described in subsection\n                                                       ----------\n(e) of Section 10.01), the Administrator shall, at the request,\n- - ---    -------------\nor may with the consent, of Lender, by notice to the Company\n\ndeclare the Loan Termination Date to have occurred, whereupon the\n\nobligation of Lender to make any Loans hereunder shall\n\nimmediately terminate, and declare the unpaid principal amount\n\nof, and any and all accrued and unpaid interest on the Loans to\n\nbe, and the same shall thereupon be, immediately due and payable,\n\nwithout presentment, further demand, or protest or other\n\nrequirement of any kind, all of which are expressly waived by the\n\nCompany.\n\n\n\n     (b)  Automatic Acceleration.  Upon the occurrence of a Event\n          ----------------------\nof Default described in subsection (e) of Section 10.01 with\n                                          -------------\nrespect to the Company, AnnTaylor or ATSC, or subsection (f),\n                                              --------------\n(g), (h), (i), (n), (o) or (p) of Section 10.01, the Loan\n- - --- ---   ---  ---  ---    ---    -------------\nTermination Date shall occur automatically, whereupon the\n\nobligation of Lender to make any Loan hereunder shall immediately\n\nterminate, and the unpaid principal amount of and any and all\n\naccrued interest on the Loans shall automatically become\n\nimmediately due and payable, without presentment, demand or\n\nprotest or other requirement of any kind, all of which are hereby\n\nexpressly waived by the Company.\n\n\n\n     (c)  Additional Remedies.  Upon any Loan Termination Date\n          -------------------\npursuant to this Section 10.02, no Loans thereafter will be made,\n                 -------------\nand the Administrator and Lender shall have, in addition to all\n\nother rights and remedies under this Agreement or otherwise, all\n\nother rights and remedies provided to secured parties under the\n\nUCC of each applicable jurisdiction and other applicable laws,\n\nwhich rights shall be cumulative.\n\n\n\n\n======================================================================\n                           ARTICLE XI\n\n                       THE ADMINISTRATOR\n\n\n\n     SECTION 11.01.  Authorization and Action.  Lender has\n                     ------------------------\nappointed and authorized the Administrator (or its designees) to\n\ntake such action as agent on its behalf and to exercise such\n\npowers under this Agreement as are delegated to the Administrator\n\nby the terms hereof, together with such powers as are reasonably\n\nincidental thereto.\n\n\n\n     SECTION 11.02.  Administrator's Reliance, Etc.  The\n                     -----------------------------\nAdministrator and its directors, officers, agents or employees\n\nshall not be liable for any action taken or omitted to be taken\n\nby it or them under or in connection with the Transaction\n\nDocuments (including, without limitation, the servicing,\n\nadministering or collecting Pool Receivables as Servicer pursuant\n\nto Section 8.01), except for its or their own gross negligence or\n   ------------\nwillful misconduct.  Without limiting the generality of the\n\nforegoing, the Administrator:  (a) may consult with legal counsel\n\n(including counsel for the Company or AnnTaylor), independent\n\ncertified public accountants and other experts selected by it and\n\nshall not be liable for any action taken or omitted to be taken\n\nin good faith by it in accordance with the advice of such\n\ncounsel, accountants or experts; (b) makes no warranty or\n\nrepresentation to Lender or any other holder of any interest in\n\nPool Receivables and shall not be responsible to Lender or any\n\nsuch other holder for any statements, warranties or\n\nrepresentations made in or in connection with any Transaction\n\nDocument; (c) shall not have any duty to ascertain or to inquire\n\nas to the performance or observance of any of the terms,\n\ncovenants or conditions of any Transaction Document by the\n\nCompany or AnnTaylor, or to inspect the property (including the\n\nbooks and records) of the Company or AnnTaylor; (d) shall not be\n\nresponsible to Lender or any other holder of any interest in Pool\n\nReceivables for the due execution, legality, validity,\n\nenforceability, genuineness, sufficiency or value of any\n\nTransaction Document; and (e) shall incur no liability under or\n\nin respect of this Agreement by acting upon any notice (including\n\nnotice by telephone), consent, certificate or other instrument or\n\nwriting (which may be by facsimile or telex) believed by it to be\n\ngenuine and signed or sent by the proper party or parties.\n\n\n\n\n     SECTION 11.03.  PNC Bank and Affiliates.  PNC Bank and any\n                     -----------------------\nof its Affiliates may generally engage in any kind of business\n\nwith the Company, AnnTaylor or any Obligor, any of their\n\nrespective Affiliates and any Person who may do business with or\n\nown securities of the Company, AnnTaylor or any Obligor or any of\n\ntheir respective Affiliates, all as if PNC Bank were not the\n\nAdministrator, and without any duty to account therefor to Lender\n\nor any other holder of an interest in Pool Receivables.\n\n\n\n==========================================================================\n\n                          ARTICLE XII\n\n                ASSIGNMENT OF LENDER'S INTEREST\n\n\n\n     SECTION 12.01.  Restrictions on Assignments.\n                     ---------------------------\n\n     (a)  Neither the Company, nor AnnTaylor, as Servicer, may\n\nassign its rights, or delegate its duties hereunder or any\n\ninterest herein without the prior written consent of the\n\nAdministrator.  Lender may not assign its rights hereunder\n\n(although it may delegate its duties hereunder as expressly\n\nindicated herein) or the Loans (or any portion thereof) to any\n\nPerson without the prior written consent of the Company, which\n\nconsent shall not be unreasonably withheld; provided, however,\n                                            -----------------\nthat\n\n\n\n          (i)  Lender may assign all of its rights and interests\n\n     in the Transaction Documents, together with all its interest\n\n     in the Loans, to PNC Bank, or any Affiliate of PNC Bank, or\n\n     to any \"bankruptcy remote\" special purpose entity the\n\n     business of which is administered by PNC Bank or any\n\n     Affiliate of PNC Bank or to any Program Support Provider;\n\n     provided, however, no such assignment may be made unless the\n     ----------------\n     assignee shall agree with the Company that the Company shall\n\n     not be obligated to pay interest on the Loans in excess of\n\n     the interest that the Company would have been obligated to\n\n     pay absent such assignment, unless an Event of Default has\n\n     occurred and is continuing; and\n\n\n\n          (ii)  Lender may assign and grant a security interest\n\n     or a participating interest in all of its rights in the\n\n     Transaction Documents, together with all of its rights and\n\n     interest in the Loans, to the Liquidity Agent or any Program\n\n     Support Provider, to secure Lender's obligations under or in\n\n     connection with the Commercial Paper Notes, the Liquidity\n\n     Agreement and any other Program Support Agreement, and\n\n     certain other obligations of Lender incurred in connection\n\n     with the funding of the Loans hereunder, which assignment\n\n     and grant of a security interest or a participating interest\n\n     shall not be considered an \"assignment\" for purposes of\n\n     Section 12.01 or, prior to the enforcement of such security\n\n     interest, for purposes of any other provision of this\n\n     Agreement.\n\n\n\nThe parties hereto anticipate that Market Street Capital Corp.\n\nwill assign all of its rights and obligations under this\n\nAgreement and the other Transaction Documents to Market Street\n\nFunding Corporation, a Delaware corporation (\"Funding\").  The\n                                              -------\nCompany and AnnTaylor hereby consent to such assignment, and\n\nagree that upon receipt by AnnTaylor of notice of such assignment\n\nby PNC Bank, (i) all references herein and in the other\n\nTransaction Documents to \"Lender\" shall be deemed to refer to\n\nFunding and (ii) all references herein and in the other\n\nTransaction Documents to the \"Administrator\" shall refer to PNC\n\nBank, as administrator for Funding.  The Company and AnnTaylor\n\nhereby agree to execute and deliver such documents and\n\ninstruments, including UCC financing statements, as the\n\nAdministrator may reasonably request to evidence such assignment.\n\n\n\n\n     (b)  The Company agrees to advise the Administrator within\n\nfive Business Days after notice to the Company of any proposed\n\nassignment by Lender of the Loans (or any portion thereof), not\n\notherwise permitted under subsection (a), of the Company's\n                          -------------\nconsent or non-consent to such assignment and if it does not\n\nconsent, the reasons therefor.  If the Company does not consent\n\nto such assignment, Lender may immediately assign such Loans (or\n\nportion thereof) to PNC Bank or any Affiliate of PNC Bank.  All\n\nof the aforementioned assignments shall be upon such terms and\n\nconditions as Lender and the assignee may mutually agree.\n\n\n\n\n     SECTION 12.02.  Rights of Assignee.  Upon the assignment by\n                     ------------------\nLender in accordance with this Article XII, the assignee\n                               -----------\nreceiving such assignment shall have all of the rights of Lender\n\nwith respect to the Transaction Documents and the Loans (or such\n\nportion thereof as has been assigned).\n\n\n\n\n     SECTION 12.03.  Evidence of Assignment.  Any assignment of\n                     ----------------------\nthe Loans (or any portion thereof) to any Person may be evidenced\n\nby such instrument(s) or document(s) as may be satisfactory to\n\nLender, the Administrator and the assignee.\n\n\n\n==========================================================================\n                          ARTICLE XIII\n\n                        INDEMNIFICATION\n\n\n\n     SECTION 13.01.  Indemnities.\n                     ----------\n\n     (a)  General Indemnity.  Without limiting any other rights\n          ----------------\nwhich any such Person may have hereunder or under applicable law,\n\nthe Company hereby agrees to indemnify each of the Administrator,\n\nLender, the Liquidity Banks, the other Program Support Providers,\n\nthe Liquidity Agent, each of their respective Affiliates, and all\n\nsuccessors, transferees, participants and assigns and all\n\nofficers, directors, shareholders, controlling persons, employees\n\nand agents of any of the foregoing (each an \"Indemnified Party\"),\n                                             -----------------\nforthwith on demand, from and against any and all damages,\n\nlosses, claims, liabilities and related costs and expenses,\n\nincluding reasonable attorneys' fees and disbursements (all of\n\nthe foregoing being collectively referred to as \"Indemnified\n                                                 -----------\nAmounts\") awarded against or incurred by any of them arising out\n- - -------\nof or relating to the Transaction Documents or the ownership or\n\nfunding of the Loans or in respect of any Receivable or any\n\nContract, excluding, however, (a) Indemnified Amounts to the\n          ---------  -------\nextent determined by a court of competent jurisdiction to have\n\nresulted from gross negligence or willful misconduct of such\n\nIndemnified Party, (b) recourse (except as otherwise specifically\n\nprovided in this Agreement) for Defaulted Receivables, (c) taxes\n\non net income, or (d) Indemnified Amounts resulting solely from\n\nacts or omissions of Servicer.  Without limiting the foregoing,\n\nthe Company shall indemnify each Indemnified Party for\n\nIndemnified Amounts arising out of or relating to:\n\n\n\n\n          (i)  the transfer by the Company of any interest in any\n\n     Receivable other than the grant of a security interest to\n\n     Lender pursuant to Section 9.01;\n                        ------------\n\n\n          (ii)  any representation or warranty made by the\n\n     Company under or in connection with any Transaction\n\n     Document, any Information Package or any other information\n\n     or report delivered by or on behalf of the Company pursuant\n\n     hereto, which shall have been false, incorrect or misleading\n\n     in any material respect when made or deemed made;\n\n\n\n          (iii)  the failure by the Company to comply with any\n\n     applicable law, rule or regulation (including truth in\n\n     lending, fair credit billing, usury, fair credit reporting,\n\n     equal credit opportunity, fair debt collection practices and\n\n     privacy) with respect to any Pool Receivable or the related\n\n     Contract, or the nonconformity of any Pool Receivable or the\n\n     related Contract with any such applicable law, rule or\n\n     regulation;\n\n\n\n          (iv)  the failure to vest and maintain vested in Lender\n\n     a first priority perfected security interest, in the\n\n     Receivables in, or purporting to be in, the Receivables\n\n     Pool, free and clear of any Lien, other than a Lien arising\n\n     solely as a result of an act of Lender or the Administrator,\n\n     whether existing at the time of any Loan or at any time\n\n     thereafter;\n\n\n\n          (v)  the failure to file, or any delay in filing,\n\n     financing statements or other similar instruments or\n\n     documents under the UCC of any applicable jurisdiction or\n\n     other applicable laws with respect to any Receivables in, or\n\n     purporting to be in, the Receivables Pool, whether at the\n\n     time of any Loan or at any time thereafter;\n\n\n\n\n          (vi)  without duplication of amounts paid pursuant to\n\n     Section 3.02(a), any dispute, claim, offset or defense\n     ---------------\n     (other than discharge in bankruptcy) of the Obligor to the\n\n     payment of any Receivable in, or purporting to be in, the\n\n     Receivables Pool (including, without limitation, a defense\n\n     based on such Receivable's or the related Contract's not\n\n     being a legal, valid and binding obligation of such Obligor\n\n     enforceable against it in accordance with its terms), or any\n\n     other claim resulting from the sale of the merchandise or\n\n     services related to such Receivable or the furnishing or\n\n     failure to furnish such merchandise or services;\n\n\n\n          (vii)  any failure of the Company or Servicer to\n\n     perform its duties or obligations in accordance with the\n\n     provisions of Article VIII; or\n                   ------------\n\n\n\n          (viii)  any products liability claim arising out of or\n\n     in connection with merchandise or services that are the\n\n     subject of any Pool Receivable.\n\n\n\n     (b)  Indemnity by AnnTaylor.  Without limiting any other\n          ----------------------\nrights which any such person may have hereunder under applicable\n\nlaw, AnnTaylor hereby agrees to indemnify each Indemnified Party,\n\nforthwith on demand, from and against any and all Indemnified\n\nAmounts awarded against or incurred by any of them arising out of\n\nor relating to:\n\n\n\n\n          (i)  any representation or warranty made by AnnTaylor\n\n     under or in connection with any Transaction Document in its\n\n     capacity as Servicer, any Information Package or any other\n\n     information or report delivered by or on behalf of AnnTaylor\n\n     in its capacity as Servicer pursuant hereto, which shall\n\n     have been false, incorrect or misleading in any material\n\n     respect when made or deemed made;\n\n\n\n\n\n          (ii)  the failure by AnnTaylor, in its capacity as\n\n     Servicer, to comply with any applicable law, rule or\n\n     regulation (including truth in lending, fair credit billing,\n\n     usury, fair credit reporting, equal credit opportunity, fair\n\n     debt collection practices and privacy) with respect to any\n\n     Pool Receivable or other related contract; or\n\n\n\n\n          (iii)  any failure of AnnTaylor to perform its duties,\n\n     covenants and obligations in accordance with the applicable\n\n     provisions of this Agreement.\n\n\n\n\n     (c)  After-Tax Basis.  Indemnification hereunder shall be in\n          ---------------\nan amount necessary to make the Indemnified Party whole after\n\ntaking into account any tax consequences to the Indemnified Party\n\nof the payment of any of the aforesaid taxes and the receipt of\n\nthe indemnity provided hereunder or of any refund of any such tax\n\npreviously indemnified hereunder, including the effect of such\n\ntax or refund on the amount of tax measured by net income or\n\nprofits which is or was payable by the Indemnified Party.\n\n\n\n\n     (d)  Contest.  Promptly after receipt of notice of the\n          -------\ncommencement of any action involving any indemnified party in\n\nrespect of which an indemnity will be sought pursuant to this\n\nSection 13.01, such indemnified party shall promptly notify the\n- - -------------                \nCompany or AnnTaylor, as applicable; provided, however, that such\n                                     --------\nfailure to so notify shall not affect the rights of such\n\nIndemnified Party to indemnity hereunder unless such failure\n\nprejudices the Company's or AnnTaylor's ability to contest such\n\nclaim.  The Company or AnnTaylor, as applicable, shall have the\n\nright to assume the defense with respect to such indemnified\n\nclaim, and to retain counsel reasonably satisfactory to the\n\nIndemnified Party to represent such Indemnified Party; provided\n                                                       --------\nthat (i) AnnTaylor or the Company, as applicable, shall pay all\n\nof the fees, costs and expenses of such counsel related to such\n\nproceedings, (ii) the Company or AnnTaylor, as appropriate, has\n\nacknowledged in writing to such Indemnified Party that such claim\n\nis an indemnified claim hereunder and (iii) no Event of Default\n\nhas occurred and is continuing.  In any such proceeding, any\n\nIndemnified Party shall have the right to retain its own counsel\n\nat its own expense, except that AnnTaylor or the Company, as\n\napplicable, shall pay the fees and expenses of such counsel\n\nretained by the Indemnified Party in the event that (i) the\n\nCompany or AnnTaylor, as applicable, and the Indemnified Party\n\nshall mutually agree to the retention of such counsel or, (ii)\n\nthe named parties to any such proceeding (including any impleaded\n\nparty) include both the Company and the Indemnified Party and\n\nrepresentation of both parties by the same counsel would be\n\ninappropriate, in the reasonable opinion of the Indemnified\n\nParty, due to actual or potential differing interests between\n\nthem.  Neither the Company nor AnnTaylor, as applicable, shall be\n\nliable for any settlement, compromise or fine or judgement by\n\nconsent with respect to any proceeding effected without its\n\nwritten consent, unless an Event of Default has occurred and is\n\ncontinuing, but if settled with such consent or if there shall be\n\na final judgement for the plaintiff, the Company or AnnTaylor, as\n\napplicable, agrees to indemnify the indemnified party to the\n\nextent set forth in this Section 13.01.  In addition, neither the\n                         -------------\nCompany nor AnnTaylor will, without the prior written consent of\n\nthe Indemnified Party, settle or compromise or consent to the\n\nentry of any judgement in any pending or threatened claim,\n\naction, suit, proceeding or investigation or agree to any fine in\n\nrespect of which indemnification may be sought hereunder (whether\n\nor not the indemnified party is an actual or potential party to\n\nsuch claim, action, suit, proceeding, or investigation) unless\n\nsuch settlement, compromise, consent or agreement includes an\n\nunconditional release of each Indemnified Party from all\n\nliability arising out of such claim, action, suit, proceeding or\n\ninvestigation.  If an Event of Default has occurred and is\n\ncontinuing, neither the Company nor AnnTaylor shall have the\n\nright to control the defense of any indemnified claim pursuant to\n\nthis paragraph (d).\n     ------------\n\n\n     (e)  Contribution.  If for any reason the indemnification\n          ------------\nprovided above in this Section 13.01 is unavailable to an\n                       ------------\nIndemnified Party or is insufficient to hold an Indemnified Party\n\nharmless, then the Company or AnnTaylor or both, as applicable,\n\nshall contribute to the amount paid or payable by such\n\nIndemnified Party as a result of such loss, claim, damage or\n\nliability in such proportion as is appropriate to reflect not\n\nonly the relative benefits received by such Indemnified Party on\n\nthe one hand and the Company or AnnTaylor or both, as applicable,\n\non the other hand but also the relative fault of such Indemnified\n\nParty as well as any other relevant equitable considerations.\n\n\n\n\n     (f)  Participants.  Any Indemnified Party which is a\n          ------------\nparticipant shall only be entitled to amounts under this Section\n                                                         -------\n13.01 to the extent that such amounts, together with all amounts\n- - -----\ndue to the Person selling such participation under this Section\n                                                        -------\n13.01, do not exceed the amounts that would have been due to such\n- - -----\nPerson under this Section 13.01 if the participation had not been\n                  -------------\nentered into or sold.\n\n\n\n====================================================================\n                          ARTICLE XIV\n\n                         MISCELLANEOUS\n\n\n\n     SECTION 14.01.  Amendments, Etc.  No amendment or waiver of\n                     ---------------\nany provision of this Agreement nor consent to any departure by\n\nthe Company or AnnTaylor therefrom shall in any event be\n\neffective unless the same shall be in writing and signed by (a)\n\nthe Company, AnnTaylor, the Administrator and Lender (with\n\nrespect to an amendment) or (b) the Administrator and Lender\n\n(with respect to a waiver or consent by them) or the Company or\n\nAnnTaylor (with respect to a waiver or consent by it), as the\n\ncase may be, and then such waiver or consent shall be effective\n\nonly in the specific instance and for the specific purpose for\n\nwhich given.  The parties acknowledge that, before entering into\n\nsuch an amendment or granting such a waiver or consent, Lender\n\nmay also be required to obtain the approval of some or all of the\n\nLiquidity Banks to obtain confirmation from certain rating\n\nagencies that such amendment, waiver or consent will not result\n\nin a withdrawal or reduction of the ratings of the Commercial\n\nPaper Notes.\n\n\n\n     SECTION 14.02.  Notices, Etc.  All notices and other\n                     ------------\ncommunications provided for hereunder shall, unless otherwise\n\nstated herein, be in writing (including facsimile communication)\n\nand shall be personally delivered or sent by express mail or\n\ncourier or by certified mail, postage prepaid, or by facsimile,\n\nto the intended party at the address or facsimile number of such\n\nparty set forth under its name on the signature pages hereof or\n\nat such other address or facsimile number as shall be designated\n\nby such party in a written notice to the other parties hereto.\n\nAll such notices and communications shall be effective, (a) if\n\npersonally delivered or sent by express mail or courier or if\n\nsent by certified mail, when received, and (b) if transmitted by\n\nfacsimile, when sent, receipt confirmed by telephone or\n\nelectronic means.\n\n\n\n\n     SECTION 14.03.  No Waiver; Remedies.  No failure on the part\n                     -------------------\nof the Administrator, any Affected Party, any Indemnified Party,\n\nLender or any other holder of the Loans (or any portion thereof)\n\nto exercise, and no delay in exercising, any right hereunder\n\nshall operate as a waiver thereof; nor shall any single or\n\npartial exercise of any right hereunder preclude any other or\n\nfurther exercise thereof or the exercise of any other right.  The\n\nremedies herein provided are cumulative and not exclusive of any\n\nremedies provided by law.  Without limiting the foregoing, to the\n\nfullest extent permitted by law, each of PNC Bank, individually\n\nand as the Administrator, and each Liquidity Bank is hereby\n\nauthorized by the Company at any time and from time to time, to\n\nset off and apply any and all deposits (general or special, time\n\nor demand, provisional or final) at any time held and other\n\nindebtedness at any time owing by PNC Bank or such Liquidity Bank\n\nto or for the credit or the account of the Company for\n\nobligations now or hereafter existing under this Agreement, to\n\nthe Administrator, any Affected Party, any Indemnified Party or\n\nLender, or their respective successors and assigns.\n\n\n\n     SECTION 14.04.  Binding Effect; Survival.  This Agreement\n                     ------------------------\nshall be binding upon and inure to the benefit of the Company,\n\nAnnTaylor, the Administrator, Lender and their respective\n\nsuccessors and assigns, and the provisions of Section 4.02 and\n                                              ------------\nArticle XIII shall inure to the benefit of the Affected Parties\n- - ------------\nand the Indemnified Parties, respectively, and their respective\n\nsuccessors and assigns; provided, however, nothing in the\n\nforegoing shall be deemed to authorize any assignment not\n\npermitted by Section 12.01.  This Agreement shall create and\n             -------------\nconstitute the continuing obligations of the parties hereto in\n\naccordance with its terms, and shall remain in full force and\n\neffect until the Final Payout Date.  The rights and remedies with\n\nrespect to any breach of any representation and warranty made by\n\nthe Company or AnnTaylor pursuant to Article VI and the\n                                     ----------\nindemnification and other provisions of Article XIII and Sections\n                                        ------------     --------\n4.02, 14.05, 14.06, 14.07, 14.08 and 14.15 shall be continuing\n- - ----  -----  -----  -----  -----     -----\nand shall survive any termination of this Agreement.\n\n\n\n     SECTION 14.05.  Costs, Expenses and Taxes.  In addition to\n                     -------------------------\nits obligations under Article XIII, the Company agrees to pay on\n                      ------------\ndemand:\n\n\n\n          (a)  all costs and expenses incurred by the\n\n     Administrator, the Liquidity Banks and the Lender in\n\n     connection with the negotiation, preparation, execution and\n\n     delivery, or the enforcement of, or any actual or claimed\n\n     breach of, this Agreement and the other Transaction\n\n     Documents, including, without limitation (i) the reasonable\n\n     fees and expenses of counsel to any of such Persons incurred\n\n     in connection with any of the foregoing or in advising such\n\n     Persons as to their respective rights and remedies under any\n\n     of the Transaction Documents, and (ii) subject to Section\n                                                       -------\n     7.01(c), all reasonable out-of-pocket expenses (including\n     ------\n     reasonable fees and expenses of independent accountants but,\n\n     other than as set forth in Section 7.01(c), excluding\n                                ---------------\n     allocations of any expenses relating to salaries of\n\n     employees or other overhead expenses), incurred in\n\n     connection with any review of the Company's or AnnTaylor's\n\n     books and records either prior to the execution and delivery\n\n     hereof or pursuant (it being understood that receipts will\n\n     be required for expenses over $5, meal expenses will be\n\n     limited to $40 per day per person, air travel shall be by\n\n     unrestricted coach class and, unless an Event of Default has\n\n     occurred and shall be continuing, flight and lodging\n\n     arrangements shall be made through AnnTaylor Travel, Inc.);\n\n     and\n\n\n\n\n          (b)  all stamp and other similar taxes and fees payable\n\n     or determined to be payable in connection with the\n\n     execution, delivery, filing and recording of this Agreement\n\n     or the other Transaction Documents, and agrees to indemnify\n\n     each Indemnified Party against any liabilities with respect\n\n     to or resulting from any delay in paying or omission to pay\n\n     such taxes and fees; provided that any Indemnified Party\n                          --------\n     which is a participant shall only be entitled to amounts\n\n     under this Section 14.05(b) to the extent that such amounts,\n                ----------------\n     together with all amounts due to the Person selling such\n\n     participation under this Section 14.05, do not exceed the\n                              -------------\n     amounts that would have been due to such Person under this\n\n     Section 14.05 if the participation had not been entered into\n     -------------\n     or sold.\n\n\n\n     SECTION 14.06.  No Proceedings.  The Company, AnnTaylor,\n                     --------------\nServicer and PNC Bank (individually and as Administrator) each\n\nhereby agrees that it will not institute against Lender, or join\n\nany other Person in instituting against Lender, any insolvency\n\nproceeding (namely, any proceeding of the type referred to in the\n\ndefinition of Event of Bankruptcy) so long as any Commercial\n\nPaper Notes issued by Lender shall be outstanding or there shall\n\nnot have elapsed one year plus one day since the last day on\n\nwhich any such Commercial Paper Notes shall have been\n\noutstanding.  The foregoing shall not limit the Company's or\n\nAnnTaylor's right to file any claim in or otherwise take any\n\naction with respect to any insolvency proceeding that was\n\ninstituted by any Person other than the Company or AnnTaylor.\n\n\n\n\n     SECTION 14.07.  Confidentiality of the Company Information.\n                     ------------------------------------------\n\n     (a)  Confidential Company Information.  Each party hereto\n          --------------------------------\n(other than the Company or AnnTaylor) acknowledges that certain\n\nof the information provided to such party by or on behalf of the\n\nCompany or AnnTaylor in connection with this Agreement and the\n\ntransactions contemplated hereby is or may be confidential, and\n\neach such party severally agrees that, unless the Company or\n\nAnnTaylor shall otherwise agree in writing, and except as\n\nprovided in subsection (b), such party will not disclose to any\n            -------------\nother person or entity:\n\n\n\n          (i)  any information regarding, or copies of, any non-\n\n     public financial statements, reports and other information\n\n     furnished by the Company or AnnTaylor to Lender or the\n\n     Administrator pursuant to Section 3.01, 5.01(j), 5.01(k),\n                               ------------  ------   -------\n     6.01(i), 6.01(j), 6.01(m), 6.02(h), 6.02(i), 6.02(j),\n     -------  ------   -------  ------   ------   -------\n     7.01(c) or 7.03, or\n     ------     ---\n\n\n          (ii)  any other information regarding the Company or\n\n     AnnTaylor which is designated by the Company or AnnTaylor to\n\n     such party in writing as confidential\n\n\n\n\n(the information referred to in clauses (i) and (ii) above,\n                                -----------     ---\nwhether furnished by the Company, AnnTaylor or any attorney for\n\nor other representative of the Company or AnnTaylor (each a\n\n\"Company Information Provider\"), is collectively referred to as\n- - ----------------------------\nthe \"Company Information\"; provided, however, the \"Company\n     -------------------   --------  -------       -------\nInformation\" shall not include\n- - -----------\n\n\n          (A)  any information which is or becomes generally\n\n     available to the general public or to such party on a\n\n     nonconfidential basis from a source other than any Company\n\n     Information Provider, or which was known to such party on a\n\n     nonconfidential basis prior to its disclosure by any Company\n\n     Information Provider, or\n\n\n\n          (B)  information regarding the nature of this\n\n     Agreement, the basic terms hereof (including without\n\n     limitation the amount and nature of Lender's commitment and\n\n     Outstanding Principal and of the recourse or other credit\n\n     enhancement provided by the Company hereunder), the nature,\n\n     amount and status of the Pool Receivables, and the current\n\n     and\/or historical ratios of losses to liquidations,\n\n     dilutions and\/or outstandings with respect to the\n\n     Receivables Pool, such other information as may be required\n\n     to be disclosed, in the Administrator's reasonable\n\n     judgement, under securities laws applicable to Lender.\n\n\n\n\n     (b)  Disclosure.  Notwithstanding subsection (a), each party\n          ---------                    --------------\nmay disclose any of the Company Information:\n\n\n\n\n          (i)  to any of such party's independent attorneys,\n\n     consultants and auditors, and to each Liquidity Bank, each\n\n     other Program Support Provider, any dealer or placement\n\n     agent for Lender's commercial paper, and any actual or\n\n     potential assignees of, or participants in, any of the\n\n     rights or obligations of Lender, any Liquidity Bank, any\n\n     other Program Support Provider or the Administrator under or\n\n     in connection with this Agreement, who (A) in the good faith\n\n     belief of such party, have a need to know such Company\n\n     Information, (B) are informed by such party of the\n\n     confidential nature of the Company Information and the terms\n\n     of this Section 14.07, and (C) are subject to\n             ------------ \n     confidentiality restrictions generally consistent with this\n\n     Section 14.07,\n     ------------\n\n\n          (ii)  to any rating agency that maintains a rating for\n\n     Lender's commercial paper or is considering the issuance of\n\n     such a rating, for the purposes of reviewing the credit of\n\n     Lender in connection with such rating,\n\n\n\n\n          (iii)  to any other party to this Agreement, for the\n\n     purposes contemplated hereby,\n\n\n\n\n          (iv)  as may be required by any municipal, state,\n\n     federal or other regulatory body having or claiming to have\n\n     jurisdiction over such party, in order to comply, in the\n\n     reasonable judgement of counsel to such party, with any law,\n\n     order, regulation, regulatory request or ruling applicable\n\n     to such party, or\n\n\n\n          (v)  subject to subsection (c), in the event such party\n                          -------------\n     is legally compelled (by interrogatories, requests for\n\n     information or copies, subpoena, civil investigative demand\n\n     or similar process) to disclose such Company Information.\n\n\n\n\n     (c)  Legal Compulsion.  In the event that any party hereto\n          ---------------\n(other than the Company or AnnTaylor) or any of its\n\nrepresentatives is requested or becomes legally compelled (by\n\ninterrogatories, requests for information or documents, subpoena,\n\ncivil investigative demand or similar process) to disclose any of\n\nthe Company or AnnTaylor Information, such party will (or will\n\ncause its representative to)\n\n\n\n          (i)  provide the Company or AnnTaylor with prompt\n\n     written notice so that (A) the Company or any other Company\n\n     Information Provider may seek a protective order or other\n\n     appropriate remedy, or (B) the Company or AnnTaylor may, if\n\n     it so chooses, agree that such party (or its\n\n     representatives) may disclose such Company Information\n\n     pursuant to such request or legal compulsion; and\n\n\n\n          (ii) unless the Company or AnnTaylor agrees that such\n\n     Company Information may be disclosed, make a timely\n\n     objection to the request or compulsion to provide such\n\n     Company Information on the basis that such Company\n\n     Information is confidential and subject to the agreements\n\n     contained in this Section 14.07.\n                       ------------\n\n\nIn the event such protective order or remedy is not obtained, or\n\nthe Company or AnnTaylor waives compliance with the provisions of\n\nthis Section 14.07, such party will furnish only that portion of\n     -------------\nthe Company Information which (in such party's good faith\n\njudgment) is legally required to be furnished and will exercise\n\nreasonable efforts to obtain reliable assurance that confidential\n\ntreatment will be afforded the Company Information.\n\n\n\n\n\n     (d)  This Section 14.07 shall survive termination of this\n               ------------\nAgreement.\n\n\n\n     SECTION 14.08.  Confidentiality of Program Information.\n                     --------------------------------------\n     (a)  Confidential Information.  Each party hereto\n          -----------------------\nacknowledges that PNC Bank regards the structure of the\n\ntransactions contemplated by this Agreement to be proprietary,\n\nand each such party severally agrees that:\n\n\n\n\n          (i)  it will not disclose without the prior consent of\n\n     PNC Bank (other than to the directors, employees, auditors,\n\n     counsel or affiliates (collectively, \"representatives\")) of\n\n     such party, each of whom shall be informed by such party of\n\n     the confidential nature of the Information (as defined\n\n     below) and of the terms of this Section 14.08, (A) any\n                                     -------------\n     information regarding the pricing in, or copies of, the Fee\n\n     Letter, (B) any information regarding the organization,\n\n     business or operations of Lender generally or the services\n\n     performed by the Administrator for Lender, or (C) any\n\n     information which is furnished by PNC Bank to such party and\n\n     which is designated by PNC Bank to such party in writing as\n\n     confidential or as not otherwise available to the general\n\n     public (the information referred to in clauses (A), (B) and\n                                            ----------   ---\n     (C) is collectively referred to as the \"Program\n     --                                      -------\n     Information\"); provided, however, that such party may\n     ----------     --------  ------\n     disclose any such Program Information (I) to any other party\n\n     to this Agreement for the purposes contemplated hereby, (II)\n\n     as may be required, in the reasonable judgement of counsel\n\n     to such party, by any municipal, state, federal or other\n\n     regulatory body having or claiming to have jurisdiction over\n\n     such party, (III) in order to comply with any law, order,\n\n     regulation, regulatory request or ruling applicable to such\n\n     party, (IV) subject to subsection (c), in the event such\n                            -------------\n     party is legally compelled (by interrogatories, requests for\n\n     information or copies, subpoena, civil investigative demand\n\n     or similar process) to disclose any such Program\n\n     Information, (V) to any of such party's independent\n\n     attorneys, consultants and auditors, or (VI) in defending\n\n     any action or proceeding relating to the Transaction\n\n     Documents;\n\n\n\n\n          (ii)  it will use the Program Information solely for\n\n     the purposes of evaluating, administering and enforcing the\n\n     transactions contemplated by this Agreement and making any\n\n     necessary business judgments with respect thereto; and\n\n\n\n\n          (iii)  it will, upon written demand, return (and cause\n\n     each of its representatives to return) to PNC Bank, all\n\n     documents or other written material received from PNC Bank,\n\n     as the case may be, in connection with (a)(i)(B) or (C)\n                                            ---------    ---\n     above and all copies thereof made by such party which\n\n     contain the Program Information.\n\n\n\n\nThe parties hereto acknowledge that AnnTaylor will file a copy of\n\nthis Agreement with the Securities and Exchange Commission and\n\nwill provide copies hereof to Persons requesting such copies as\n\nmay be required by applicable law and to such Persons as may have\n\na valid business need to review this Agreement; provided that\n                                                --------\nnone of the Company, AnnTaylor nor any Affiliate thereof shall\n\notherwise distribute copies of this Agreement.\n\n\n\n     (b)  Availability of Confidential Information.  This Section\n          ----------------------------------------        -------\n14.08 shall be inoperative as to such portions of the Program\n- - -----\nInformation which are or become generally available to the public\n\nor such party on a nonconfidential basis from a source other than\n\nPNC Bank or were known to such party on a nonconfidential basis\n\nprior to its disclosure by PNC Bank.\n\n\n\n     (c)  Legal Compulsion to Disclose.  In the event that any\n          ----------------------------\nparty or anyone to whom such party or its representatives\n\ntransmits the Program Information is requested or becomes legally\n\ncompelled (by interrogatories, requests for information or\n\ndocuments, subpoena, civil investigative demand or similar\n\nprocess) to disclose any of the Information, such party will\n\n\n\n          (i)  provide PNC Bank with prompt written notice so\n\n     that PNC Bank may seek a protective order or other\n\n     appropriate remedy and\/or waive compliance with the\n\n     provisions of this Section 14.08; and\n                        -------------\n\n\n          (ii)  unless PNC Bank waives compliance by such party\n\n     with the provisions of this Section 14.08, make a timely\n                                 -------------\n     objection to the request or confirmation to provide such\n\n     Program Information on the basis that such Program\n\n     Information is confidential and subject to the agreements\n\n     contained in this Section 14.08.\n                       -------------\n\n\nIn the event that such protective order or other remedy is not\n\nobtained, or PNC Bank waives compliance with the provisions of\n\nthis Section 14.08, such party will furnish only that portion of\n     -------------\nthe Program Information which (in such party's good faith\n\njudgment) is legally required to be furnished and will exercise\n\nreasonable efforts to obtain reliable assurance that confidential\n\ntreatment will be accorded the Program Information.\n\n\n\n     (d)  Survival.  This Section 14.08 shall survive termination\n          --------        -------------\nof this Agreement.\n\n\n\n     SECTION 14.09.  Captions and Cross References.  The various\n                     -----------------------------\ncaptions (including, without limitation, the table of contents)\n\nin this Agreement are provided solely for convenience of\n\nreference and shall not affect the meaning or interpretation of\n\nany provision of this Agreement.  Unless otherwise indicated,\n\nreferences in this Agreement to any Section, Appendix, Schedule\n\nor Exhibit are to such Section of or Appendix, Schedule or\n\nExhibit to this Agreement, as the case may be, and references in\n\nany Section, subsection, or clause to any subsection, clause or\n\nsubclause are to such subsection, clause or subclause of such\n\nSection, subsection or clause.\n\n\n\n     SECTION 14.10.  Governing Law.  THIS AGREEMENT, INCLUDING\n                     -------------\nTHE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED\n\nBY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF\n\nNEW YORK.\n\n\n\n     SECTION 14.11.  Waiver Of Jury Trial.  EACH PARTY HERETO\n                     --------------------\nHEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY\n\nACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS\n\nAGREEMENT, THE NOTE, ANY OTHER TRANSACTION DOCUMENT OR UNDER ANY\n\nAMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR WHICH MAY BE IN\n\nTHE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM\n\nANY BANKING OR OTHER RELATIONSHIP EXISTING IN CONNECTION WITH\n\nTHIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND AGREES THAT\n\nANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND\n\nNOT BEFORE A JURY.\n\n\n\n     SECTION 14.12.  Consent To Jurisdiction; Waiver Of\n                     ----------------------------------\nImmunities.  EACH OF ANNTAYLOR AND THE COMPANY HEREBY\n- - ---------\nACKNOWLEDGES AND AGREES THAT:\n\n\n\n\n          (a)  IT IRREVOCABLY (i) SUBMITS TO THE JURISDICTION,\n\n     FIRST, OF ANY UNITED STATES FEDERAL COURT, AND SECOND, IF\n\n     FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE\n\n     COURT, IN EITHER CASE SITTING IN NEW YORK, NEW YORK IN ANY\n\n     ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS\n\n     AGREEMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH\n\n     ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED ONLY IN\n\n     SUCH NEW YORK STATE OR FEDERAL COURT AND NOT IN ANY OTHER\n\n     COURT, AND (iii) WAIVES, TO THE FULLEST EXTENT IT MAY\n\n     EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO\n\n     THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.\n\n\n\n\n          (b)  TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE\n\n     ANY IMMUNITY FROM THE JURISDICTION OF ANY COURT OR FROM ANY\n\n     LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT\n\n     PRIOR TO JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION\n\n     OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, IT\n\n     HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS\n\n     OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT.\n\n\n\n\n     SECTION 14.13.  Execution in Counterparts.  This Agreement\n                     --------------------------\nmay be executed in any number of counterparts and by the\n\ndifferent parties hereto in separate counterparts, each of which\n\nwhen so executed shall be deemed to be an original and all of\n\nwhich when taken together shall constitute one and the same\n\nAgreement.\n\n\n\n\n     SECTION 14.14.  No Recourse Against Other Parties.  No\n                     ---------------------------------\nrecourse under any obligation, covenant or agreement of Lender\n\ncontained in this Agreement shall be had against any stockholder,\n\nemployee, officer, director, or incorporator of Lender, provided,\n\nhowever, that nothing in this Section 14.14 shall relieve any of\n                              -------------\nthe foregoing Persons from any liability which such Person may\n\notherwise have for his\/her or its gross negligence or willful\n\nmisconduct.\n\n\n\n     IN WITNESS WHEREOF, the parties have caused this Agreement\n\nto be executed by their respective officers thereunto duly\n\nauthorized, as of the date first above written.\n\n\n\n                           ANNTAYLOR FUNDING, INC. as the Company\n\n\n                           By  \/s\/ Walter J. Parks\n                               -------------------------------\n\n                             Title:  Vice President\n\n                             414 Chapel Street\n                             New Haven, CT  06511\n                             Telephone No.: (203) 865-0811\n                             Facsimile No.: (203) 865-2756\n                             Attention:  President\n\n\n                           ANNTAYLOR, INC., as initial Servicer\n\n\n                           By  \/s\/  Walter J. Parks\n                              ---------------------------------\n           \n                             Title:  Senior Vice President\n\n                             142 West 57th Street\n                             New York, NY  10019\n                             Telephone No.: (212) 541-3300\n                             Facsimile No.: (212) 541-3299\n                             Attention:  Senior Vice President\n\n                     \n\n                            with a copy to:\n\n                            AnnTaylor, Inc.\n                            414 Chapel Street\n                            New Haven, CT  06511\n                            Telephone No.: (203) 865-0811\n                            Facsimile No.: (203) 865-2756\n                            Attention: Vice President - Controller\n\n\n                            MARKET STREET CAPITAL CORP.,    \n                            as Lender\n                            By  \/s\/ Douglas K. Johnson\n                               --------------------------------\n                            Title  President\n\n                            c\/o AMACAR Group, L.L.C.\n                            6707-D Fairview Road\n                            Charlotte, North Carolina  28210\n                            Facsimile No.: (704) 365-1362\n                            Attention: Douglas K. Johnson\n\n\n                           PNC BANK, NATIONAL ASSOCIATION,\n                           as Administrator\n\n                           By:  \/s\/ Robert O. Finley, Jr.\n                               --------------------------\n                           Title:  Vice President\n\n                           Fifth Avenue and Wood Street\n                           Pittsburgh, Pennsylvania  15265\n                           Facsimile No.: (412) 762-9184\n                           Attention: Robert O. Finley, Jr.\n- - --------------------------------------------------------------\n                           APPENDIX A\n\n                          DEFINITIONS\n\n\n     This is Appendix A to the Amended and Restated Receivables\n\nFinancing Agreement dated as of October 31, 1995 among AnnTaylor\n\nFunding, Inc., AnnTaylor, Inc., Market Street Capital Corp. and\n\nPNC Bank, National Association, as Administrator (as further\n\namended, supplemented or otherwise modified from time to time,\n\nand including the Original Financing Agreement for the time that\n\nit was in effect, this \"Agreement\").  Each reference in this\n                        ---------\nAppendix A to any Section, Appendix or Exhibit refers to such\n- - ----------\nSection of or Appendix or Exhibit to this Agreement.\n\n     \n     \n     A.   Defined Terms.  As used in this Agreement, unless the\n          -------------\ncontext requires a different meaning, the following terms have\n\nthe meanings indicated hereinbelow:\n\n     \n     \n     \"Account\" means each revolving credit card account\n      -------\nestablished pursuant to a Contract between AnnTaylor and any\n\nObligor pursuant to which indebtedness may arise for the purchase\n\nof goods.\n\n     \n     \"Account Age\" has the meaning set forth in Schedule 7.03(c).\n      -----------                               ----------------\n     \n     \"Administrator\" has the meaning set forth in the preamble.\n      -------------                                   --------\n     \n     \"Administrator's Office\" means the office of the\n      ----------------------\nAdministrator at Fifth Avenue and Wood Street, Pittsburgh,\n\nPennsylvania  15265, Attention: Market Street, or such other\n\naddress as shall be designated by the Administrator in writing to\n\nthe Company and Lender.\n\n     \n     \n     \"Affected Party\" means each of Lender, each Liquidity Bank,\n      --------------\nany assignee or participant of Lender or any Liquidity Bank, each\n\nother Program Support Provider, any assignee or participant of\n\nany Program Support Provider, PNC Bank, any successor to PNC Bank\n\nas Administrator and any sub-agent of the Administrator.\n\n\n     \n     \"Affiliate\" when used with respect to ATSC, AnnTaylor or the\n      ---------\nCompany means ATSC or any Subsidiary of ATSC and when used with\n\nrespect to any other Person means any other Person controlling,\n\ncontrolled by, or under common control with, such Person.\n\n\n     \n     \"Alternate Base Rate\" means, on any date, a fluctuating rate\n      -------------------\nof interest per annum equal to the higher of\n            --- -----\n\n          \n          (a)  the rate of interest most recently announced by\n     \n     PNC Bank in Pittsburgh, Pennsylvania, as its prime rate; and\n\n\n          \n          (b)  the Federal Funds Rate (as defined below) most\n     \n     recently determined by PNC Bank plus 1.0% per annum.\n                                               --- -----\n\n\nThe Alternate Base Rate is not necessarily intended to be the\n\nlowest rate of interest determined by the Liquidity Agent in\n\nconnection with extensions of credit.\n\n     \n     \n     \"Amount Payable\" has the meaning set forth in\n      --------------\nSection 3.01(b).\n- - ---------------\n     \n     \n     \"AnnTaylor\" has the meaning set forth in the preamble.\n      ---------                                   --------\n     \n     \n     \"AnnTaylor Credit Agreement\" means the Amended and Restated\n      --------------------------\nCredit Agreement, dated as of September 29, 1995, among\n\nAnnTaylor, Bank of America National Trust and Savings Association\n\nand Fleet Bank, National Association, as Co-Agents, the financial\n\ninstitutions from time to time party thereto and Bank of America\n\nNational Trust and Savings Association, as Agent.\n\n\n     \n     \"Assignment Agreement\" has the meaning set forth in\n      --------------------\nparagraph 3 of the Background.\n- - -----------        ----------\n     \n     \n     \"ATSC\" means AnnTaylor Stores Corporation, a Delaware\n      ----\ncorporation.\n\n     \n     \n     \"Bank Rate\" for any Interest Period means\n      ---------\n          \n          \n          (a)  in the case of any Interest Period other than a\n     \n     Interest Period described in clause (b), an interest rate\n                                  ----------\n     per annum equal to the sum of (x) the Bank Rate Spread, plus\n     --- -----                                               ----\n     (y) the Eurodollar Rate (Reserve Adjusted) for such Interest\n     \n     Period;\n\n          \n          \n          (b)  in the case of\n\n                    \n                    (i) any Interest Period on or prior to the\n          \n          first day of which Lender or any Liquidity Bank shall\n          \n          have notified the Administrator that (A) the\n          \n          introduction of or any change in or in the\n          \n          interpretation of any law or regulation makes it\n          \n          unlawful, or any central bank or other governmental\n          \n          authority asserts that it is unlawful, for such Person\n          \n          to fund the applicable Loan (or portion thereof) at the\n          \n          rate described in clause (a), or (B) due to market\n                            ----------\n          conditions affecting the London interbank eurodollar\n          \n          market, funds are not reasonably available to such\n          \n          Person in such market in order to enable it to fund\n          \n          such Loan (or portion thereof) at the rate described in\n          \n          clause (a) (and in the case of subclause (A) or (B),\n          ----------                     -------------    ---\n          such Person shall not have subsequently notified the\n          \n          Administrator that such circumstances no longer exist),\n          \n          or\n\n\n                    (ii)  any Interest Period as to which the\n          \n          Administrator does not receive notice or determine, by\n          \n          no later than 12:00 noon (New York City time) on the\n          \n          third Business Day preceding the first day of such\n          \n          Interest Period, that the applicable Loan (or portion\n          \n          thereof) will be funded by Liquidity Loans and not by\n          \n          the issuance of Commercial Paper Notes,\n\n     \n     \n     an interest rate per annum equal to (x) the Bank Rate\n                      --- -----\n     Spread, plus (y) the Alternate Base Rate in effect from time\n             ----\n     to time during such Interest Period.\n\n     \n     \n     \"Bank Rate Spread\" for purposes of determining the Bank Rate\n      ----------------\nfor any Interest Period means a rate per annum equal to (i) if\n                                     --- -----\nthe Bank Rate for such Interest Period will be based on the\n\nEurodollar Rate (Reserve Adjusted), 1.25% per annum, and (ii) if\n                                          --- -----\nthe Bank Rate for such Interest Period will be based on the\n\nAlternate Base Rate, 0.25% per annum.\n                           --- -----\n\n\n     \"Board of Directors\" means either the Board of Directors of\n      ------------------\nthe Company or any duly authorized committee of that board.\n\n\n     \n     \n     \"Borrowing Base\" has the meaning set forth in Section\n      --------------                               -------\n1.03(a).\n- - -------\n     \n     \n     \"Borrowing Notice\" has the meaning set forth in Section\n      ----------------                               -------\n1.02(a).\n- - -------\n     \n     \n     \"Business Day\" means a day on which both (a) the\n      ------------\nAdministrator at its principal office in Pittsburgh, Pennsylvania\n\nis open for business and (b) commercial banks in New York City\n\nand Chicago, Illinois are not authorized or required to be closed\n\nfor business.\n\n     \n     \n     \"Capital Expenditures\" shall mean, for any period, on a\n      --------------------\nconsolidated basis for AnnTaylor and its Restricted Subsidiaries,\n\nthe aggregate of all expenditures (whether paid in cash or\n\naccrued as liabilities during that period and including that\n\nportion of Capital Leases (except any capitalized interest) which\n\nis capitalized on the consolidated balance sheet of AnnTaylor and\n\nits Restricted Subsidiaries) made by AnnTaylor or any Restricted\n\nSubsidiary during such period that, in conformity with GAAP, are\n\nrequired to be included in or reflected by property, plant or\n\nequipment, licenses and permits, or other similar fixed asset\n\naccounts as reflected in such balance sheet (including\n\nexpenditures for equipment purchased simultaneously with the\n\ntrade-in of existing equipment owned by AnnTaylor or any such\n\nRestricted Subsidiary to the extent the gross amount of such\n\npurchase price exceeds the book value of the equipment being\n\ntraded in, but excluding expenditures made in connection with the\n\nreplacement or restoration of assets, to the extent reimbursed or\n\nfinanced from insurance proceeds or condemnation awards).\n\n\n\n     \"Capital Lease\", as applied to any Person, shall mean any\n      -------------\nlease of any property (whether real, personal, or mixed) by that\n\nPerson as lessee which, in conformity with GAAP, is accounted for\n\nas a capital lease on the balance sheet of that Person.\n\n\n     \n     \n     \"Cash Interest Expense\" shall mean, for any period, all\n      ---------------------\nInterest Expense for such period payable in cash.\n\n\n     \n     \n     \"Change in Control\" means any of the following:\n      -----------------\n          \n          (a) \"Change in Control\" as defined in the\n     \n     Indenture dated as of June 15, 1993 from AnnTaylor to\n     \n     Fleet Bank, N.A., as Trustee relating to the 8-3\/4%\n     \n     Subordinated Notes due 2000 of AnnTaylor as in effect\n     \n     on the date hereof; or\n\n          \n          \n          (b)  the failure of AnnTaylor to own directly or\n     \n     indirectly, 100% of the outstanding voting stock of the\n     \n     Company.\n\n     \n     \n     \"Clipper\" has the meaning set forth in paragraph 2 of the\n      -------                               -----------\nBackground.\n- - ----------\n     \n     \n     \"Collections\" means, with respect to any Receivable, all\n      -----------\nfunds which either (a) are received by the Company or Servicer\n\nfrom or on behalf of the related Obligors in payment of any\n\namounts owed (including, without limitation, purchase prices,\n\nfinance charges, interest and all other charges) in respect of\n\nsuch Receivable, or applied to such amounts owed by such Obligors\n\n(including, without limitation, insurance payments that the\n\nCompany or Servicer applies in the ordinary course of its\n\nbusiness to amounts owed in respect of such Receivable and net\n\nproceeds of sale or other disposition of repossessed goods or\n\nother collateral or property of the Obligor or any other party\n\ndirectly or indirectly liable for payment of such Receivable and\n\navailable to be applied thereon), or (b) are deemed to have been\n\nreceived by the Company or any other Person as a Collection\n\npursuant to Section 3.02.\n            ------------\n\n\n\n     \"Commercial Paper Notes\" means short-term promissory notes\n      ----------------------\nissued or to be issued by Lender to fund its investments in\n\naccounts receivable or other financial assets.\n\n\n     \n     \"Commitment Fee\" has the meaning set forth in the Fee\n      --------------\nLetter.\n\n     \n     \n     \"Company\" has the meaning set forth in the preamble.\n      -------                                   --------\n     \n     \n     \"Company Information\" has the meaning set forth in Section\n      -------------------                               -------\n14.07(a).\n- - --------\n     \n     \n     \"Company Information Provider\" has the meaning set forth in\n      ----------------------------\nSection 14.07(a).\n- - ----------------\n     \n     \n     \"Company's Net Worth\" means, at any time, the amount by\n      -------------------\nwhich the Company's total assets exceed the Company's total\n\nliabilities, as determined in accordance with GAAP.\n\n\n\n     \"Contract\" means a contract between AnnTaylor and any Person\n      --------\npursuant to or under which such Person establishes a revolving\n\ncredit card account pursuant to which indebtedness may arise for\n\nthe purchase of goods.  A \"related\" Contract with respect to the\n\nReceivables means a Contract under which Receivables in the\n\nReceivables Pool arise or which is relevant to the collection or\n\nenforcement of such Receivables.\n\n\n\n     \"CP Rate\" for any period means a rate per annum calculated\n      -------                              --- -----\nby the Administrator equal to the sum of (i) the rate or, if more\n\nthan one rate, the weighted average of the rates, determined by\n\nconverting to an interest-bearing equivalent rate per annum the\n                                                  --- -----\ndiscount rate (or rates) at which Commercial Paper Notes on each\n\nday during such period have been sold by the commercial paper\n\nplacement agents selected by the Administrator, plus (ii) the\n                                                ----\ncommissions and charges charged by such commercial paper\n\nplacement agents with respect to such Commercial Paper Notes,\n\nexpressed as a percentage of such face amount and converted to an\n\ninterest-bearing equivalent rate per annum.\n                                 --- -----\n\n\n     \"Credit and Collection Policy\" means those credit and\n      ----------------------------\ncollection policies and practices relating to Contracts and\n\nReceivables described in Schedule 6.01(p)-2, as modified without\n                         ------------------\nviolating Section 7.03(c).\n          ---------------\n\n\n     \"Customer Letter of Credit\" has the meaning set forth in\n      -------------------------\nSection 3.05(e).\n- - ---------------\n     \n     \n     \"Cut-Off Date\" means the last day of each Settlement Period.\n      ------------\n     \n     \n     \"Defaulted Receivable\" means a Receivable (a) with an\n      --------------------\nAccount Age greater than 6, unless a payment has been received in\n\nthe past 30 days, and in all cases where the Account Age is\n\ngreater than 7, or (b) as to which the computer records of the\n\nCompany or the Servicer identify that an Event of Bankruptcy with\n\nrespect to the Obligor thereof has occurred and remains\n\ncontinuing.\n\n     \n     \n     \"Delinquency Ratio\" means the ratio (expressed as a\n      -----------------\npercentage) computed as of any Cut-Off Date by dividing (x) the\n\nsum for each of the four billing dates in the Settlement Period\n\nending on such Cut-Off Date of the aggregate Unpaid Balance of\n\nall Pool Receivables that are Delinquent Receivables and that\n\nhave been billed on one of such four billing dates by (y) the sum\n\nfor each of the four billing dates in the Settlement Period\n\nending on such Cut-Off Date of the aggregate Unpaid Balance of\n\nall Pool Receivables that have been billed on one of such four\n\nbilling dates.\n\n     \n     \n     \"Delinquent Receivable\" means a Receivable that is not a\n      ---------------------\nDefaulted Receivable and which has an Account Age of 2 or more.\n\n\n     \n     \n     \"Dilution Ratio\" means the ratio (expressed as a percentage)\n      --------------\ncomputed as of any Cut-Off Date by dividing (x) the aggregate\n\nreductions in Unpaid Balance of all Pool Receivables on account\n\nof returns, allowances, revisions or cancellations during the\n\nthree Settlement Periods ending on such Cut-Off Date by (y) the\n\nsum of the aggregate Unpaid Balance of all Pool Receivables on\n\nthe last day of each of such three Settlement Periods.\n\n\n\n     \"Distribution Center\" shall mean the distribution center,\n      -------------------\nand related systems and equipment, in Louisville, Kentucky.\n\n\n\n     \"Dollars\" means dollars in lawful money of the United States\n      -------\nof America.\n\n     \n     \n     \"Downgraded Liquidity Bank\" means a Liquidity Bank which has\n      -------------------------\nbeen the subject of a Downgrading Event.\n\n\n\n     \"Downgrading Event\" with respect to any Person means the\n      -----------------\nlowering of the rating with regard to the short-term securities\n\nof such Person to below (i) A-1 by Standard &amp; Poor's Corporation,\n\nor (ii) P-1 by Moody's Investors Service, Inc.\n\n\n\n     \"Due Amount\" with respect to any Settlement Period means the\n      ----------\nsum of (i) the amount of interest on the Loans that will be due\n\non the Settlement Date relating to such Settlement Period,\n\ntogether with any interest previously accrued and remaining\n\nunpaid, plus (ii) the amount of principal that will be due and\n        ----\nowing with respect to the Loans on the Settlement Date relating\n\nto such Settlement Period, together with any principal previously\n\ndue and remaining unpaid, plus (iii) all fees and other amounts\n                          ----\nthat will be payable by the Company on the Settlement Date\n\nrelating to such Settlement Period pursuant to the Agreement,\n\nplus (iv) the amount required to be deposited into the Spread\n- - ----\nAccount and\/or reimbursed to the issuer of the Customer Letter of\n\nCredit on the Settlement Date relating to such Settlement Period\n\nto bring the sum of the amount of funds on deposit in the Spread\n\nAccount plus the stated amount of the Customer Letter of Credit\n       \nup to the Enhancement Limit.\n\n     \n     \n     \"Earned Discount Rate\" means with respect to any Settlement\n      --------------------\nPeriod, the weighted average of the interest rates applicable to\n\nthe Loans during such Settlement Period.\n\n\n\n     \"EBITDA\" shall mean, for any period, the sum of the amounts\n      ------\nfor such period, of (a) Net Income, plus (b) to the extent Net\n                                    ----\nIncome is reduced thereby (i) all charges for amortization of\n\nintangibles and depreciation, (ii) Interest Expense, (iii) all\n\nincome tax expense and (iv) extraordinary losses, minus (c)\n                                                  -----\nextraordinary gains (net of taxes).\n\n\n\n\n     \"Eligible Contract\" means a Contract in one of the forms set\n      -----------------\nforth in Schedule 6.01(p)-1 or otherwise approved by the\n         ------------------\nAdministrator.\n\n\n\n     \"Eligible Receivable\" means, at any time, a Pool Receivable:\n      -------------------\n          \n          (a)  which was generated by AnnTaylor in the ordinary\n     \n     course of business and was sold to the Company pursuant to\n     \n     the Purchase Agreement;\n\n          \n          \n          (b)  which, (i) if the perfection of Lender's security\n     \n     interest therein is governed by the laws of a jurisdiction\n     \n     where the Uniform Commercial Code -- Secured Transactions is\n     \n     in force, constitutes an account or general intangible as\n     \n     defined in the Uniform Commercial Code as in effect in such\n     \n     jurisdiction, and (ii) if the perfection of Lender's\n     \n     security interest therein is governed by the law of any\n     \n     jurisdiction where the Uniform Commercial Code -- Secured\n     \n     Transactions is not in force, the Company has furnished to\n     \n     the Administrator such opinions of counsel and other\n     \n     evidence as has reasonably been requested, establishing to\n     \n     the reasonable satisfaction of the Administrator that\n     \n     Lender's security interest and other rights with respect\n     \n     thereto are not significantly less protected and favorable\n     \n     than such rights under the Uniform Commercial Code;\n\n\n\n          (c)  the Obligor of which is resident of the United\n     \n     States of America, or any of its possessions or territories,\n     \n     is not an Affiliate of the Company, and is not a government\n     \n     or a governmental subdivision or agency;\n\n\n\n          (d)  which is not a Defaulted Receivable or a\n     \n     Delinquent Receivable;\n\n\n          \n          (e)  with regard to which the warranty of the Company\n     \n     in Section 6.01(l) is true and correct;\n        ---------------\n\n\n          (f)  the sale of an undivided interest in which does\n     \n     not contravene or conflict with any law;\n\n\n\n          (g)  which is denominated and payable only in Dollars\n     \n     in the United States;\n\n\n\n          (h)  which arises under an Eligible Contract that has\n     \n     been duly authorized by the parties thereto and that,\n     \n     together with such Receivable, is in full force and effect\n     \n     and constitutes the legal, valid and binding obligation of\n     \n     the Obligor of such Receivable enforceable against such\n     \n     Obligor in accordance with its terms except as\n     \n     enforceability may be limited by bankruptcy, insolvency,\n     \n     reorganization, or other similar laws affecting the\n     \n     enforcement of creditor's rights generally and by general\n     \n     principles of equity, regardless of whether such\n     \n     enforceability is considered in a proceeding in equity or at\n     \n     law;\n\n\n\n          (i)  which, together with the Contract related thereto,\n     \n     does not contravene in any material respect any laws, rules\n     \n     or regulations applicable thereto (including, without\n     \n     limitation, laws, rules and regulations relating to usury,\n     \n     truth in lending, fair credit billing, fair credit\n     \n     reporting, equal credit opportunity, fair debt collection\n     \n     practices and privacy) and with respect to which no party\n     \n     to the Contract related thereto is in violation of any such\n     \n     law, rule or regulation in any material respect if such\n     \n     violation would impair the collectability of such\n     \n     Receivable;\n\n\n\n          (j)  which satisfies all applicable requirements of the\n     \n     Credit and Collection Policy; and\n\n\n          \n          (k)  the Unpaid Balance (or any portion thereof) of\n     \n     which is not being disputed by the Obligor.\n\n     \n     \n     \"Enhancement Limit\" has the meaning set forth in Section\n      -----------------\n3.05(d).\n\n     \n     \n     \"ERISA\" means the U.S. Employee Retirement Income Security\n      -----\nAct of 1974, as amended from time to time.\n\n     \n     \n     \"Estimated Amount\" means, with respect to any Settlement\n      ----------------\nPeriod, the sum of the (i) the Due Amount that the Company\n\nreasonably estimates will be due on the Settlement Date relating\n\nto such Settlement Period, plus (ii) the amount that the Company\n                           ----\nreasonably estimates will be necessary to provide funds for all\n\nother expenses of the Company incurred during such Settlement\n\nPeriod.\n\n     \n     \n     \"Eurodollar Rate (Reserve Adjusted)\" means, with respect to\n      ----------------------------------\nany Interest Period and any Loan (or portion thereof), a rate per\n\nannum (rounded upwards, if necessary, to the nearest 1\/100 of 1%)\n\ndetermined pursuant to the following formula:\n\n\n\n            Eurodollar Rate      =       Eurodollar Rate\n                                         ---------------\n          (Reserve Adjusted)              1-Eurodollar\n                                    \n                                        Reserve Percentage\n     \n     where:\n     -----\n     \n     \n     \"Eurodollar Rate\" means, with respect to any Interest Period\n      ---------------\n     and any Loan (or portion thereof), the rate per annum at\n     \n     which Dollar deposits in immediately available funds are\n     \n     offered to the Eurodollar Office of the Administrator two\n     \n     Eurodollar Business Days prior to the beginning of such\n     \n     period by prime banks in the interbank eurodollar market at\n     \n     or about 11:00 a.m., New York City time, for delivery on the\n     \n     first day of such Interest Period, for the number of days\n     \n     comprised therein and in an amount equal or comparable to\n     \n     such Loan (or portion thereof) for such Interest Period.\n\n\n     \n     \n     \"Eurodollar Business Day\" means a day of the year on which\n      -----------------------\n     dealings are carried on in the London eurodollar interbank\n     \n     market and banks are open for business in London and are not\n     \n     required or authorized to close in New York City or\n     \n     Pittsburgh.\n\n\n\n     \n     \"Eurodollar Office\" means the Administrator's office located\n      -----------------\n     at Fifth Avenue and Wood Street, Pittsburgh, Pennsylvania\n     \n     15265, or such other office as shall be designated by the\n     \n     Administrator as its Eurodollar Office pursuant to a written\n     \n     notice delivered by the Administrator to the Liquidity\n     \n     Agent, AnnTaylor and the Company.\n\n\n\n\n     \"Eurodollar Reserve Percentage\" means, with respect to any\n      -----------------------------\n     Interest Period, the applicable percentage (expressed as a\n     \n     decimal) prescribed by the Federal Reserve Board for\n     \n     determining reserve requirements applicable to \"Eurocurrency\n     \n     Liabilities\" pursuant to Regulation D, on the first day of\n     \n     such Interest Period.\n\n\n     \n     \n     \n     \"Event of Bankruptcy\" shall be deemed to have occurred with\n      -------------------\nrespect to a Person if either:\n\n          \n          (a)  a case or other proceeding shall be commenced,\n     \n     without the application or consent of such Person, in any\n     \n     court, seeking the liquidation, reorganization, debt\n     \n     arrangement, dissolution, winding up, or composition or\n     \n     readjustment of debts of such Person, the appointment of\n     \n     a trustee, receiver, custodian, liquidator, assignee,\n     \n     sequestrator or the like for such Person or all or\n     \n     substantially all of its assets, or any similar action with\n     \n     respect to such Person under any law relating to bankruptcy,\n     \n     insolvency, reorganization, winding up or composition or\n     \n     adjustment of debts, and such case or proceeding shall\n     \n     continue undismissed, or unstayed and in effect, for a\n     \n     period of 60 consecutive days; or an order for relief in\n     \n     respect of such Person shall be entered in an involuntary\n     \n     case under the federal bankruptcy laws or other similar laws\n     \n     now or hereafter in effect; or\n\n\n\n          (b)  such Person shall commence a voluntary case or\n     \n     other proceeding under any applicable bankruptcy,\n     \n     insolvency, reorganization, debt arrangement, dissolution\n     \n     or other similar law now or hereafter in effect, or shall\n     \n     consent to the appointment of or taking possession by a\n     \n     receiver, liquidator, assignee, trustee, custodian,\n     \n     sequestrator (or other similar official) for, such Person or\n     \n     for any substantial part of its property, or shall make any\n     \n     general assignment for the benefit of creditors, or shall\n     \n     fail to, or admit in writing its inability to, pay its debts\n     \n     generally as they become due, or, if a corporation or\n     \n     similar entity, its board of directors shall vote to\n     \n     implement any of the foregoing.\n\n\n\n     \"Event of Default\" has the meaning set forth in Section\n      ----------------                               -------\n10.01.\n- - -----\n     \n     \n     \n     \"Exchange Act\" means the Securities and Exchange Act of\n      ------------\n1934, as amended.\n\n     \n     \n     \n     \"Federal Funds Rate\" means, for any period, a fluctuating\n      ------------------\ninterest rate per annum equal (for each day during such period)\n              --- -----\nto\n\n          \n          (a)  the weighted average of the rates on overnight\n     \n     federal funds transactions with members of the Federal\n     \n     Reserve System arranged by federal funds brokers, as\n     \n     published for such day (or, if such day is not a Business\n     \n     Day, for the next preceding Business Day) by the Federal\n     \n     Reserve Bank of New York; or\n\n\n\n          (b) if such rate is not so published for any day which\n     \n     is a Business Day, the average of the quotations for such\n     \n     day on such transactions received by PNC Bank from three\n     \n     federal funds brokers of recognized standing selected by it.\n\n\n     \n     \"Federal Reserve Board\" means the Board of Governors of the\n      ---------------------\nFederal Reserve System, or any successor thereto or to the\n\nfunctions thereof.\n\n\n\n     \"Fee Letter\" has the meaning set forth in Section 4.01.\n      ----------                               ------------\n     \n     \"Final Payout Date\" means the date following the Termination\n      -----------------\nDate on which Outstanding Principal shall have been reduced to\n\nzero and all other amounts payable by the Company under the\n\nTransaction Documents shall have been paid in full or all of the\n\nPool Receivables existing on or prior to the Termination Date\n\nhave been written off as uncollectible in accordance with the\n\nCredit and Collection Policy, whichever occurs first.\n\n\n     \n     \n     \n     \"Finance Charge Receivables\" shall mean all amounts billed\n      --------------------------\nto the Obligors on any Account in respect of finance charges,\n\nlate charges, and other fees and charges with respect to the\n\nAccounts.\n\n\n\n     \"Fixed Charge Coverage Ratio\" shall mean, for any period,\n      ---------------------------\nthe quotient obtained by dividing (a) EBITDA by (b) the sum of\n\n(i) Capital Expenditures paid or payable during such period, plus\n                                                             ----\n(ii) scheduled payments made during such period for principal on\n\nIndebtedness excluding any payment made upon termination of the\n\ntransactions contemplated by this Agreement, plus (iii) Cash\n                                             ----\nInterest Expense during such period, plus (iv) income tax expense\n                                     ----\nduring such period.\n\n     \n     \n     \n     \"GAAP\" means generally accepted accounting principles set\n      ----\nforth in the opinions and pronouncements of the Accounting\n\nPrinciples Board of the American Institute of Certified Public\n\nAccountants and statements and pronouncements of the Financial\n\nAccounting Standards Board, or in such other statements by such\n\nother entity as may be in general use by significant segments of\n\nthe accounting profession, which are applicable to the\n\ncircumstances as of the date of determination.\n\n\n     \n     \n     \"Gross Default-to-Liquidation Ratio\" means the ratio\n      ----------------------------------\n(expressed as a percentage) computed as of a Cut-Off Date by\n\ndividing (x) the aggregate Unpaid Balance of all Pool Receivables\n\nthat became Defaulted Receivables during the three Settlement\n\nPeriods ending on such Cut-Off Date by (y) the aggregate\n\nCollections of all Pool Receivables during such three Settlement\n\nPeriods.\n\n\n\n\n     \"Indemnified Amounts\" has the meaning set forth in Section\n      -------------------                               -------\n13.01.\n- - -----\n     \n     \n     \n     \"Indemnified Party\" has the meaning set forth in Section\n      -----------------                               -------\n13.01.\n- - -----\n     \n     \n     \n     \"Information Package\" has the meaning set forth in Section\n      -------------------                               -------\n3.01.\n- - ----\n     \n     \n     \n     \"Interest Expense\" shall mean, for any period for ATSC,\n      ----------------\nAnnTaylor and its Restricted Subsidiaries on a consolidated\n\nbasis, total consolidated interest expense, whether paid or\n\naccrued (including any amortization of discount and the interest\n\ncomponent of Capital Leases), for such period, including to the\n\nextent included in interest expense, all commissions, discounts\n\nand other fees and charges owed with respect to the letters of\n\ncredit, the fees payable under this Agreement and net costs under\n\nInterest Rate Contracts, all as determined in conformity with\n\nGAAP, plus (without duplication) all capitalized interest.\n      ----\n\n     \n     \n     \"Interest Period\" means\n      ---------------\n\n          (a)  the period from, and including, the date hereof to\n     \n          the next occurring Settlement Date; and\n\n          \n          \n          (b)  thereafter, each period from, and including, a\n     \n          Settlement Date to, but excluding, the next Settlement Date;\n\n\nprovided, however, that the last Interest Period shall end on the\n- - --------  -------\ndate on which the Loans have been reduced to zero and all other\n\nfees and expenses owed by the Company hereunder shall have been\n\npaid in full.\n\n\n\n     \"Lender\" has the meaning set forth in the preamble.\n      ------                                   --------\n     \n     \n     \"Lending Limit\" has the meaning set forth in Section 1.01.\n      -------------                               ------------\n     \n     \n     \"Lien\" means any mortgage, lien, pledge, encumbrance,\n      ----\ncharge, retained security title of a conditional vendor or lessor\n\nor other security interest of any kind, whether arising under a\n\nsecurity agreement, mortgage, deed of trust, chattel mortgage,\n\nassignment, pledge, retention or security title, financing or\n\nsimilar statement or notice or arising as a matter of law,\n\njudicial process or otherwise.\n\n\n\n     \"Liquidation Fee\" means, for each Loan (or portion thereof)\n      ---------------\nfor each day in any Interest Period the amount, if any, by which:\n\n\n          \n          (a)  the additional interest (calculated without taking\n     \n     into account any Liquidation Fee) which would have accrued\n     \n     on any portion of the Loan prepaid during such Interest\n     \n     Period (as so computed) if such prepayments had not been\n     \n     made exceeds,\n\n\n          \n          (b)  the income, if any, received by Lender from\n     \n     investing the proceeds of such prepayments of the Loan.\n\n\n     \n     \"Liquidity Agent\" means PNC Bank, as agent for the Liquidity\n      ---------------\nBanks under the Liquidity Agreement, or any successor to PNC Bank\n\nin such capacity.\n\n     \n     \n     \"Liquidity Agreement\" means and includes (a) the Liquidity\n      -------------------\nAgreement dated as of October 31, 1995 among Lender, as borrower,\n\nthe Liquidity Agent, and the Liquidity Banks, and (b) any other\n\nagreement hereafter entered into by Lender providing for the\n\nmaking of loans or other extensions of credit to Lender secured\n\nby a direct or indirect security interest in the Loans (or any\n\nportion thereof), to support all or part of Lender's payment\n\nobligations under the Commercial Paper Notes or to provide an\n\nalternate means of funding Lender's investments in accounts\n\nreceivable or other financial assets, and under which the amount\n\navailable from such extensions of credit is limited to an amount\n\ncalculated by reference to the value or eligible unpaid balance\n\nof such accounts receivable or other financial assets or any\n\nportion thereof or the level of deal-specific credit enhancement\n\navailable with respect thereto, as such Liquidity Agreement or\n\nother agreement may be amended, supplemented or otherwise\n\nmodified from time to time.\n\n\n\n     \"Liquidity Bank\" means any one of, and \"Liquidity Banks\"\n      --------------                         ---------------\nmeans all of, PNC Bank, United States National Bank of Oregon and\n\nthe other commercial lending institutions that are at any time\n\nparties to the Liquidity Agreement.\n\n\n\n     \"Liquidity Loan\" means a loan made by the Liquidity Bank (or\n      --------------\nsimultaneous loans made by the Liquidity Banks) pursuant to the\n\nLiquidity Agreement.\n\n\n\n     \n     \"Loan\" has the meaning set forth in Section 1.01.\n      ----                               ------------\n     \n     \n     \"Loan Termination Date\" means that day on which an Event of\n      ---------------------\nDefault has occurred and is continuing, and\n\n          \n          (a)  the Administrator declares a Loan Termination Date\n     \n     in a notice to the Company in accordance with Section\n                                                   -------\n     10.02(a); or\n     --------\n          \n          \n          (b)  in accordance with Section 10.02(b), becomes the\n                                  ----------------\n     Loan Termination Date automatically.\n\n\n\n     \"Lock-Box Agreement\" means a letter agreement, in\n      ------------------\nsubstantially the form of Exhibit 5.01(g), between the Company\n                          ---------------\nand any Lock-Box Bank.\n\n\n\n     \"Lock-Box Bank\" means any of the banks holding one or more\n      -------------\nlock-box accounts for receiving Collections from Pool\n\nReceivables.\n\n\n\n     \"Loss Reserve\" means on any day, an amount equal to the\n      ------------\nproduct of the Outstanding Principal multiplied by the sum of\n                                     -------------\n\n\n(1)  16.5%; plus\n            ----\n\n\n(2)  if a positive number, 4.5% minus the Net Yield as of such\n                                -----\n     day, plus\n          ----\n\n\n(3)  if a positive number, the Dilution Ratio on such day minus\n                                                          -----\n     12.5%, plus\n            ----\n\n\n(4)  if a positive number, the Delinquency Ratio minus 11.0%.\n                                                 -----\n     \n     \n     \"Material Adverse Effect\" means, with respect to any event\n      -----------------------\nor circumstance, a material adverse effect on:\n\n            \n            \n            (i)  the business, assets, financial condition,\n     \n     operations or prospects of the Company;\n\n\n\n           (ii)  the ability of the Company to perform its\n     \n     obligations under this Agreement, the Note or any other\n     \n     Transaction Document;\n\n          \n          \n          (iii)  the validity or enforceability of this\n     \n     Agreement, the Note or any other Transaction Document;\n\n\n\n           (iv)  the status, existence, perfection, priority or\n     \n     enforceability of Lender's interest in the Receivables Pool;\n     \n     or\n\n\n\n            (v)  the collectability of a significant portion of\n     \n     the Pool Receivables.\n\n\n\n     \"Net Default-to-Liquidation Ratio\" means the ratio\n      --------------------------------\n(expressed as a percentage) computed as of a Cut-Off Date by\n\ndividing (x) the aggregate Unpaid Balance of all Pool Receivables\n\nthat became net charge-offs during the three Settlement Periods\n\nending on the most recent Cut-Off Date by (y) the aggregate\n\nCollections of all Pool Receivables during such three Settlement\n\nPeriods.\n\n\n\n     \"Net Income\" means, for any period on a consolidated basis\n      ----------\nfor ATSC, AnnTaylor and its Restricted Subsidiaries, the\n\nconsolidated net income (or loss) of AnnTaylor and its Restricted\n\nSubsidiaries for such period taken as a single accounting period,\n\nafter adding or deducting the amount of any extraordinary gain\n\nand extraordinary loss net of taxes, determined in conformity\n\nwith GAAP.\n\n\n\n     \"Net Pool Balance\" at any time means an amount equal to the\n      ----------------\naggregate Unpaid Balance of the Eligible Receivables in the\n\nReceivables Pool as set forth in the most recent delivered\n\nInformation Package reduced by the amount by which the Unpaid\n\nBalance of the Eligible Receivables with respect to which\n\ninterest payments have been deferred exceeds 3% of Outstanding\n\nPrincipal.\n\n\n\n     \"Net Worth\" shall mean, as at any date of determination, the\n      ---------\namount by which (a) the total consolidated assets of ATSC,\n\nAnnTaylor and its Restricted Subsidiaries exceed (b) the total\n\nconsolidated liabilities of ATSC, AnnTaylor and its Restricted\n\nSubsidiaries, as determined in conformity with GAAP, but\n\nexcluding for the purposes of this definition, unrealized foreign\n\nexchange translation gains and losses from investments in foreign\n\nSubsidiaries.\n\n\n\n     \"Net Yield\" means, with respect to any Settlement Period,\n      ---------\nthe Portfolio Yield minus the Servicer's Fee Rate, the Earned\n\nDiscount Rate and the Program Fee rate.\n\n\n     \n     \n     \"Note\" has the meaning set forth in Section 1.04.\n      ----                               ------------\n     \n     \n     \"Obligor\" means a Person obligated to make payments with\n      -------\nrespect to a Receivable, including any guarantor thereof.\n\n\n\n     \"Original Financing Agreement\" has the meaning set forth in\n      ----------------------------\nparagraph 2 of the Background.\n- - -----------        ----------\n\n\n     \"Original Note\" means the promissory note issued by the\n      -------------\nCompany and delivered to Clipper pursuant to the Original\n\nFinancing Agreement.\n\n\n\n     \"Outstanding Principal\" means at any time an amount equal to\n      ---------------------\nthe aggregate principal amount of the Loans outstanding at such\n\ntime.\n\n\n\n     \"Payment Rate\" means, with respect to any Settlement Period,\n      ------------\nthe ratio, expressed as a percentage, of (x) the Collections\n\nreceived during such Settlement Period to (y) the aggregate\n\nUnpaid Balance of all Pool Receivables as of the last day of the\n\nprevious Settlement Period.\n\n\n\n     \"Person\" means an individual, partnership, corporation\n      ------\n(including a business trust), joint stock company, trust,\n\nunincorporated association, joint venture, government or any\n\nagency or political subdivision thereof or any other entity.\n\n\n\n     \"PNC Bank\" has the meaning set forth in the preamble.\n      --------                                   --------\n\n\n     \"Pool Receivable\" means each Receivable described in Section\n      ---------------                                     \n1.1(a) or (b) of the Purchase Agreement.\n\n\n\n     \"Portfolio Yield\" means, with respect to any Settlement\n      ---------------\nPeriod, the annualized percentage equivalent of a fraction, the\n\nnumerator of which is the amount of Finance Charge Receivables\n\naccrued during the immediately preceding Settlement Period, after\n\nsubtracting therefrom the aggregate Unpaid Balance of Receivables\n\nwhich were net charge offs in such Settlement Period, and the\n\ndenominator of which is the aggregate Unpaid Balance of Pool\n\nReceivables as of the last day of the immediately preceding\n\nSettlement Period.\n\n\n\n     \"Principal Receivables\" means amounts (other than any\n      ---------------------\namounts which represent Finance Charge Receivables) billed to the\n\nObligor on any Account in respect of purchases of goods.\n\n\n     \n     \"Program Fee\" has the meaning set forth in the Fee Letter.\n      -----------\n     \n     \n     \"Program Information\" has the meaning set forth in Section\n      -------------------                               -------\n14.08.\n- - -----\n     \n     \n     \"Program Support Provider\" means and includes any Liquidity\n      ------------------------\nBank and any other or additional Person (other than any customer\n\nof Lender) now or hereafter extending credit or having a\n\ncommitment to extend credit to or for the account of, or to make\n\npurchases from, Lender or issuing a letter of credit, surety bond\n\nor other instrument to support any obligations arising under or\n\nin connection with Lender's securitization program.\n\n\n\n     \"Program Support Agreement\" means and includes the Liquidity\n      -------------------------\nAgreement and any other agreement entered into by any Program\n\nSupport Provider providing for the issuance of one or more\n\nletters of credit for the account of Lender, the issuance of one\n\nor more surety bonds for which Lender is obligated to reimburse\n\nthe applicable Program Support Provider for any drawings\n\nthereunder, the sale by Lender to any Program Support Provider of\n\nthe Loans (or portions thereof) and\/or the making of loans and\/or\n\nother extensions of credit to Lender in connection with Lender's\n\nsecuritization program, together with any letter of credit,\n\nsurety bond or other instrument issued thereunder [(but excluding\n\nany discretionary advance facility provided by the\n\nAdministrator).\n\n\n\n     \"Purchase Agreement\" means the Purchase and Sale Agreement,\n      ------------------\ndated as of January 27, 1994 between the Company and AnnTaylor,\n\nas seller, as it may be amended, supplemented or otherwise\n\nmodified from time to time.\n\n\n\n     \"Qualifying Liquidity Bank\" means a Liquidity Bank with a\n      -------------------------\nrating of its short-term securities equal to or higher than (i) A-\n\n1 by Standard &amp; Poor's Corporation and (ii) P-1 by Moody's\n\nInvestors Service, Inc.\n\n\n\n     \"Receivable\" means any right to payment from a Person,\n      ----------\nwhether constituting an account, chattel paper, instrument or a\n\ngeneral intangible, arising under an Account, and includes the\n\nright to payment of any interest or finance charges and other\n\nobligations of such Person with respect thereto.\n\n\n\n     \"Receivables Pool\" means at any time all then outstanding\n      ----------------\nPool Receivables, the Contracts related thereto, Related\n\nSecurity, the Spread Account, all amounts payable to, or for the\n\nbenefit of, the Company under the interest rate agreements, if\n\nany, entered into by the Company, all rights and claims of the\n\nCompany in and under the Purchase Agreement, all Collections, all\n\nbooks and records related to any of the foregoing, and all\n\nproceeds of the foregoing, in each case whether now or hereafter\n\nexisting.\n\n\n\n     \"Regulation D\" means Regulation D of the Federal Reserve\n      ------------\nBoard, or any other regulation of the Federal Reserve Board that\n\nprescribes reserve requirements applicable to nonpersonal time\n\ndeposits or \"Eurocurrency Liabilities\" as presently defined in\n\nRegulation D, as in effect from time to time.\n\n\n\n     \"Regulatory Change\" means, relative to any Affected Party\n      -----------------\n          \n          (a)  any change in (or the adoption, implementation,\n     \n     change in phase-in or commencement of effectiveness of) any\n\n                    \n                    \n                    (i)  United States federal or state law or\n          \n          foreign law applicable to such Affected Party;\n\n\n\n                    (ii)  regulation, interpretation, directive,\n          \n          requirement or request (whether or not having the force\n          \n          of law) applicable to such Affected Party of (A) any\n          \n          court, government authority charged with the\n          \n          interpretation or administration of any law referred to\n          \n          in clause (a)(i) or of (B) any fiscal, monetary or\n             -------------\n          other authority having jurisdiction over such Affected\n          \n          Party; or\n\n\n\n                   (iii)  generally accepted accounting\n          \n          principles or regulatory accounting principles\n          \n          applicable to such Affected Party and affecting the\n          \n          application to such Affected Party of any law,\n          \n          regulation, interpretation, directive, requirement or\n          \n          request referred to in clause (a)(i) or (a)(ii) above;\n                                 -------------    -------\n          or\n\n\n\n          (b)  any change in the application to such Affected\n     \n     Party of any existing law, regulation, interpretation,\n     \n     directive, requirement, request or accounting principles\n     \n     referred to in clause (a)(i), (a)(ii) or (a)(iii) above.\n                    -------------  -------    --------\n\n\n     \"Related Security\" means, with respect to any Pool\n      ----------------\nReceivable: (a)  all right, title and interest in and to all\n\nContracts that relate to such Pool Receivable; (b) all interests\n\nin returned merchandise, if any, relating to the sale which gave\n\nrise to such Pool Receivable; (c) all other security interests or\n\nliens and property subject thereto from time to time purporting\n\nto secure payment of such Pool Receivable, whether pursuant to\n\nthe Contract related to such Pool Receivable or otherwise; (d)\n\nall UCC financing statements covering any collateral securing\n\npayment of such Pool Receivable; and (e) all guarantees and other\n\nagreements or arrangements of whatever character from time to\n\ntime supporting or securing payment of such Pool Receivable\n\nwhether pursuant to the Contract related to such Pool Receivable\n\nor otherwise.\n\n\n\n     \"Reporting Date\" has the meaning set forth in Section\n      --------------                               -------\n3.01(a).\n- - -------\n\n\n     \"Responsible Officer\" means (a) with respect to AnnTaylor or\n      -------------------\nATSC:  the Chief Financial Officer, Treasurer, Vice President -\n\nFinancial Reporting or Vice President - Credit and (b) with\n\nrespect to the Company:  the President, Treasurer or any Vice\n\nPresident.\n\n\n\n     \"Restricted Subsidiary\" shall mean any Subsidiary of\n      ---------------------\nAnnTaylor which is not an Unrestricted Subsidiary.  Whether or\n\nnot a Restricted Subsidiary is a \"wholly-owned Restricted\n\nSubsidiary\" shall be determined without taking into account any\n\ndirectors' qualifying shares.\n\n\n\n     \"Secured Parties\" means Lender, the Administrator, the\n      ---------------\nIndemnified Parties and the Affected Parties.\n\n\n     \n     \n     \"Servicer\" has the meaning set forth in Section 8.01(a).\n      --------                               ---------------\n     \n     \n     \"Servicer Material Adverse Effect\" means, with respect to\n      --------------------------------\nany event or circumstance, a material adverse effect on:\n\n\n\n            (i)  the business, assets, financial condition,\n     \n     operations or prospects of the Servicer;\n\n\n\n           (ii)  the ability of the Servicer to perform its\n     \n     obligations under this Agreement or any other Transaction\n     \n     Document to which the Servicer, in its capacity as such, is\n     \n     a party;\n\n\n\n          (iii)  the validity or enforceability as against the\n     \n     Servicer of this Agreement or any other Transaction Document\n     \n     to which the Servicer, in its capacity as such, is a party;\n\n\n\n           (iv)  the status, existence, perfection, priority or\n     \n     enforceability of Lender's interest in the Receivables Pool;\n     \n     or\n\n\n\n            (v)  the collectability of a significant portion of\n     \n     the Pool Receivables.\n\n\n\n     \"Servicer Transfer Event\" has the meaning set forth in\n      -----------------------\nSection 8.01(b).\n- - ---------------\n\n\n     \"Servicer's Fee\" accrued for any day means an amount equal\n      --------------\nto (x) the Servicer's Fee Rate, times (y) the Net Pool Balance at\n                                -----\nthe close of business on such day, times (z) 1\/360.\n                                   -----\n\n\n     \"Servicer's Fee Rate\" means (a) 2% per annum if AnnTaylor is\n      -------------------\nthe Servicer and (b) up to 3% per annum if a Person other than\n\nAnnTaylor is the Servicer.\n\n\n\n     \"Settlement Date\" means the second Business Day following\n      ---------------\neach Reporting Date.\n\n\n\n     \"Settlement Period\" means\n      -----------------\n\n\n          (a)  the period from, but excluding, October 24, 1995\n     \n     to, and including, November 24, 1995; and\n\n\n\n          (b)  thereafter, each period from, but excluding, the\n     \n     last day of the next preceding Settlement Period to, and\n     \n     including, the 24th day of the next following calendar\n     \n     month.\n\n\n\n     \"Spread Account\" has the meaning set forth in Section\n      --------------                               -------\n3.05(a).\n- - -------\n     \n     \n     \"Spread Account Agreement\" has the meaning set forth in\n      ------------------------\nSection 3.05(a).\n- - ---------------\n\n\n     \"State Street\" has the meaning set forth in paragraph 2 of\n      ------------                               -----------\nthe Background.\n    ----------\n\n\n     \"Subsidiary\" means a corporation of which AnnTaylor and\/or\n      ----------\nits other Subsidiaries own, directly or indirectly, such number\n\nof outstanding shares as have more than 50% of the ordinary\n\nvoting power for the election of directors.\n\n\n\n     \"Successor Notice\" has the meaning set forth in Section\n      ----------------                               -------\n8.01(b).\n- - -------\n\n\n     \"Termination Date\" means the earliest of\n      ----------------\n          \n          \n          (a)  the date of termination (whether by scheduled\n     \n     expiration, termination on default or otherwise) of either\n     \n     the Liquidity Banks' commitments under the Liquidity\n     \n     Agreement or any other Program Support Provider's commitment\n     \n     under any other Program Support Agreement;\n\n\n\n          (b)  the Loan Termination Date;\n\n          \n          \n          (c)  January 27, 1997;\n\n          \n          \n          (d)  3 Business Days after the Administrator has\n     \n     received a written request by the Company to terminate the\n     \n     commitment of Lender under this Agreement;\n\n\n\n          (e)  failure to obtain a Liquidity Agreement in\n     \n     substitution for the then existing Liquidity Agreement on or\n     \n     before 30-days prior to the expiration of the commitments of\n     \n     the Liquidity Banks thereunder; or\n\n\n\n          (f)  (i)  a Downgrading Event with respect to a\n     \n     Liquidity Bank shall have occurred and been continuing for\n     \n     not less than 45 days, (ii) the Downgraded Liquidity Bank\n     \n     shall not have been replaced by a Qualifying Liquidity Bank\n     \n     pursuant to a Liquidity Agreement in form and substance\n     \n     acceptable to Lender and the Administrator, and (iii) the\n     \n     commitment of such Downgraded Liquidity Bank under the\n     \n     Liquidity Agreement shall not have been funded or\n     \n     collateralized in such a manner that such Downgrading Event\n     \n     will not result in a reduction or withdrawal of the credit\n     \n     rating applied to the Commercial Paper Notes by any of the\n     \n     rating agencies then rating the Commercial Paper Notes; or\n\n\n\n          (g)  Lender shall become an \"investment company\" within\n     \n     the meaning of the Investment Company Act of 1940, as\n     \n     amended.\n\n\n\n     \"Transaction Documents\" means this Agreement, the Lock-Box\n      ---------------------\nAgreements, the Purchase Agreement, the Fee Letter, the Note, the\n\nSpread Account Agreement and the other documents to be executed\n\nand delivered in connection herewith.\n\n\n\n     \"UCC\" means the Uniform Commercial Code as from time to time\n      ---\nin effect in the applicable jurisdiction or jurisdictions.\n\n\n\n     \"Unmatured Event of Default\" means any event which, with the\n      --------------------------\ngiving of notice or lapse of time, or both, would become an Event\n\nof Default.\n\n\n\n     \"Unpaid Balance\" of any Receivable means at any time (a) in\n      --------------\nthe case of any Principal Receivable, the unpaid amount thereof\n\nand (b) in the case of any Finance Charge Receivable, the amount\n\nthereof accrued in accordance with the related Contract and\n\nunpaid at such time.\n\n\n\n     \"Unrestricted Subsidiary\" shall mean a Subsidiary of\n      -----------------------\nAnnTaylor which has been designated as such by resolution duly\n\nadopted by the board of directors of AnnTaylor, which at the time\n\nof such designation had assets of $1,000 or less and which does\n\nnot own or hold any securities of, or any Lien on any property\n\nof, ATSC, AnnTaylor or any Restricted Subsidiary provided no\n                                                 --------\nSubsidiary of AnnTaylor shall be (or, if already an Unrestricted\n\nSubsidiary shall immediately cease to be) an Unrestricted\n\nSubsidiary if, at any time, ATSC, AnnTaylor or any other\n\nRestricted Subsidiary of AnnTaylor shall create, incur, issue,\n\nassume, guarantee or in any other manner whatsoever be or become\n\nliable with respect to any claim against or any contractual\n\nobligation or indebtedness of, such Subsidiary.\n\n\n\n     B.   Other Terms.  The following terms shall have the\n          -----------\nmeanings assigned thereto in the AnnTaylor Credit Agreement, as\n\nin effect on the date hereof, and such definitions are hereby\n\nincorporated by reference:  \"Indebtedness\", \"Interest Rate\n                             ------------    --------------\nContracts\" and \"Restricted Payment\".  All accounting terms not\n- - ---------       ------------------\nspecifically defined herein shall be construed in accordance with\n\ngenerally accepted accounting principles.  All terms used in\n\nArticle 9 of the UCC in the State of New York, and not\n\nspecifically defined herein, are used herein as defined in such\n\nArticle 9.\n\n\n\n     C.   Computation of Time Periods.  Unless otherwise stated\n          ---------------------------\nin this Agreement, in the computation of a period of time from a\n\nspecified date to a later specified date, the word \"from\" means\n\n\"from and including\" and the words \"to\" and \"until\" each means\n\n\"to but excluding\".\n- - ----------------------------------------------------------------\n                                              Schedule 6.01(n)\n                                              ----------------\n\n\n\n                          List of Offices Where\n                             Records are Kept\n                          ----------------------\n\n\n\nAnnTaylor Funding, Inc.\n- - -----------------------\n\nChief place of business and chief executive office:\n\n        414 Chapel Street\n        New Haven, Connecticut 06511\n\nor\n\n        142 West 57th Street\n        New York, New York 10019\n\n\nlocation of books and records, etc.\n\n        142 West 57th Street\n        New York, New York 10019\n\n        \n        414 Chapel Street\n        New Haven, Connecticut 06511\n\n\n\n=================================================================\n                                                 Schedule 6.01(o)\n                                                ----------------\n\n                          List of Lock-Box Banks\n                          ----------------------\n\n\nAmSouth Bank N.A.\n1900 Fifth Avenue North\nBirmingham, Alabama 35203\nAccount Number:  55976026\n\n=====================================================================\n                                                 Schedule 6.01(p)-1\n                                                 ------------------\n                            Forms of Contracts\n                            ------------------\n\n                   (See AnnTaylor Credit Card Application)\n\n======================================================================\n                                               Schedule 6.01(p)-2\n                                                -------------------\n\n\n           Credit and Collection Policy and Method of Aging\n           ------------------------------------------------\n\n  (Contact AnnTaylor Corporate Offices for copy of Credit And Collection\n                        Policy and Method of Aging)\n\n======================================================================\n                                                      Schedule 6.01(r)\n                                                     ----------------\n\n\n                                TRADE NAMES\n                                -----------\n\n\nAnnTaylor Funding, Inc.\n- - -----------------------\n       None\n\n=====================================================================\n                                                Schedule 6.02(k)\n                                                ----------------\n\n            List of Offices of the Services Where Records Are Kept\n            ------------------------------------------------------\n\n\nAnnTaylor, Inc.\n- - ---------------\n\nChief place of business and chief executive office:\n\n        142 West 57th Street\n        New York, New York 10019\n\n\nlocation of books and records, etc.:\n\n        142 West 57th Street\n        New York, New York 10019\n\n        414 Chapel Street\n        New Haven, Connecticut  06511\n\n\n=====================================================================\n\n                                               Schedule 6.02(L)\n                                                ----------------\n\n                          List of Bank Accounts\n                          ---------------------\n                             (See attached)\n\n\n\n\n1         New Haven      Peoples                   42-7004109\n                         950 Chapel Street         786-2600 Brian\n                         New Haven, CT  06510\n\n\n2         Westport       Chase Manhattan           5601016602\n                         P.O. Box 871\n                         Bridgeport, CT  06601\n\n\n3         New Canaan     Shawmut Bank              006561-0893\n                         Customer Center           \n                         P.O. Box 1365\n                         Framingham, MA  01701\n\n\n4         Greenwich      Fleet Bank                1429965\n                         Attn:  Donna Flynn\n                         Mail Code:  CT E8HX15A\n                         One Constitution Plaza\n                         Hartford, CT  06115-1600\n\n\n5         Braintree      Baybank                   3869-909-1\n                         2 Technology Place        (800) 833-3336\n                         Mail Code:  A-504         \n                         Waltham, MA   02154\n\n\n6         Warwick        Citizens Bank &amp; Trust     018-901-4\n                         One Citizens Drive        (401) 456-7171\n                         Riverside,  RI    02915-  401-456-7500\n                         3000\n\n\n10        Burlington     Baybank                   921-258-2\n                         2 Technology Place        (617) 273-1700\n                         Mail Code:  A-504         1-800-833-3336\n                         Waltham, MA  02154\n\n\n12        Cambridge      Baybank                   100-03555\n                         2 Technology Place        (617) 661-3300\n                         Mail Code:  A-504         (617) 893-7750\n                         Waltham, MA  02154\n\n\n13        Pheasant Lane  First N.H. Bank           20163164801\n                         One Hampshire Plaza       (800) FIRSTNH\n                         Manchester, NH  03105\n\n\n14        80th  &amp; Chase Manhattan           034-1-208015\n          Madison        Box 241\n                         New York, NY  10081\n\n\n15        Eastchester    North Fork Bank           2424004097\n                         696 White Plains Rd       \n                         Scarsdale, NY  10583\n\n\n16        Holyoke Mall   Springfield Institute     49815723\n                         1441 Main Street\n                         Springfield, MA  01103\n\n\n20        Riverside      United Jersey Bank        111 013224\n                         401 Hackensack Avenue\n                         Hackensack, NJ  07602\n\n\n21        Georgetown     Riggs National Bank       1218-077\n                         Service Line Dept.        (202) 835-4000\n                         P.O. Box 96758            Glen Johnson\n                         Washington,  DC   20090-\n                         6758\n\n\n22        Newbury        Fleet Bank, MA            2661-5294\n          Street         Attn:  Donna Flynn        (617) 267-5261\n                         Mail Code:  CT E8HX15A\n                         One Constitution Plaza\n                         Hartford,  CT     06115-\n                         1600\n\n\n23        Hartford       Shawmut Bank              00-6552-7183\n                         Customer Center           \n                         P.O. Box 1365\n                         Framingham, MA  01701\n\n\n24        Wellesley      Shawmut Bank              05-0096-3922\n          Square         Customer Center           \n                         P.O. Box 1365\n                         Framingham, MA  01701\n\n\n25        Michigan       First   Nat'l  Bank   of  80-08086\n          Avenue         Chicago                   (312) 407-1604\n                         Mail Suite 0205\n                         Chicago, IL  60670\n\n\n28        Oak Street     Northern Trust Company    00004319-31\n                         50 South LaSalle Street   (312)    630-6652\n                         Chicago, IL  60675        Barbara Perkin\n\n\n29        Manhasset      Crossland Bank            0337701957\n                         2030 Northern Blvd.\n                         Manhasset, NY 11030\n\n\n30        Tyson's        Riggs National Bank       01755552\n                         Service Line Dept.        (202)    835-6530\n                         P.O. Box 96758            Glenn Johnson\n                         Washington,  DC   20090-\n                         6758\n\n\n31        White Flint    Citizens  Bank  &amp; Trust  057-4-919\n                         Co.                       (800) 777-1962\n                         of Maryland\n                         White Flint Mall\n                         Kensington, MO  20895\n\n\n33        Continental    Bank of America           77-93189\n          Bank           231 South LaSalle St.\n                         Chicago, IL  60697\n\n\n36        Mazza          Riggs National Bank       17184432\n                         Service Line Dept.        \n                         P.O. Box 96758\n                         Washington, DC    20090-\n                         6758\n\n\n40        Central        Fleet Bank                263624-7\n          Office         Attn:  Donna Flynn        (203)    351-1254\n                         Mail Code:  CT E8HX15A    Mary McArdle\n                         One Constitution Plaza\n                         Hartford,  CT     06115-\n                         1600\n\n\n41        Troy           Michigan National Bank    59631-1465-6\n                         2038 West Big Beaver      (313) 643-8660\n                         Troy, MI  48984\n\n\n43        Ardmore        Mellon Bank               2-125-649\n                         Mellon  Square, Customer  (215) 553-8000\n                         Service\n                         Pittsburgh, PA    15259-\n                         0003\n\n\n44        King       of  Mellon Bank               2-540-672\n          Prussia        Mellon  Square, Customer\n                         Service\n                         Pittsburgh,  PA   15259-\n                         0003\n\n\n46        Oxford Center  Dollar Bank               2661397701\n                         340 Fourth Avenue\n                         Pittsburgh, PA  15222\n\n\n48        North   Clark  First   Nat'l  Bank   of  1115000631979\n          Street         Chicago                   (312) 407-4000\n                         1660 N. LaSalle St.\n                         Suite 0294\n                         Chicago, IL  60670-0294\n\n\n49        Third Avenue   European American         106-01414-5\n                         Bank &amp; Trust Co.          (212) 688-0992 Ed\n                         800 Third Avenue          Kline\n                         New York, NY  10022       \n\n\n51        Ross Park      Mellon Bank               1561627\n                         Mellon  Square, Customer  (412)    366-9710\n                         Service                   Caroline\n                         Pittsburgh,  PA   15259-\n                         0003\n\n\n52        Walnut Street  First Fidelity Bank       3308285\n                         Chester       Operations  (215) 734-6100\n                         Center\n                         1 West 4th Street\n                         Chester, PA  19013\n\n\n55        Mt. Lebanon    PNC Bank                  001-240786\n                         P.O. Box 609              (412) 762-2435\n                         Pittsburgh,  PA   15230-\n                         9738\n\n\n56        Glen    Eagle  PNC Bank                  8559245451\n          Square         P.O. Box 8319             \n                         Philadelphia, PA  19101\n\n\n57        Nanuet Mall    Chemical Bank             654-0640488-65\n                         41 South Middletown Rd.\n                         Nanuet, NY  10954\n\n\n58        Woodbridge     First Fidelity Bank       84075-006-91\n                         10 Main Street\n                         Woodbridge, NJ  07095\n\n\n59        Menlo Park     First Fidelity Bank       8503500135\n                         477 Menlo Park            (908) 549-1366\n                         Menlo    Park   Shopping\n                         Center\n                         Edison, NJ  08837\n\n\n63        Mayfair        Coconut Grove Bank        010022006206\n                         Village Branch            (305) 858-6666\n                         2701 S. Bayshore Drive\n                         Miami, FL  33133\n\n\n69        Altamonte      Sun Bank                  0760-760020586\n          Mall           498 Palm Springs Drive    \n                         Altamonte  Springs,   FL\n                         32701\n\n\n70        Westwood       Bank of America           1233-9-54955\n                         Attn:   Robert Simpson    (310) 552-4421\n                         P.O. Box 27128\n                         Concord, CA   94520\n\n\n71        Woodland       Bank of America           1140-8-00-593\n          Hills          Attn:  Robert Simpson     (818) 712-6070\n                         P.O. Box 27128\n                         Concord, CA  94520\n\n\n73        Beverly Hills  Bank of Los Angeles       137-012-051126\n                         Beverly Hills Office      (213) 351-2359\n                         9601 Wilshire Boulevard\n                         Beverly Hills, CA  90210\n\n\n75        Del Amo        Bank of America           09930-10494\n                         Attn:  Robert Simpson     (310) 212-4802\n                         P.O. Box 27128\n                         Concord, CA  94520\n\n\n76        Beverly        National     Bank     of  1005308\n          Center         California                \n                         Beverly Center\n                         P.O. Box 48929\n                         Los Angeles, CA  90048\n\n\n79        Horton Plaza   Wells Fargo Bank          0780-010542\n                         101 W. Broadway #303      (619) 589-5150\n                         San Diego, CA  92101\n\n\n83        Houston  Town  First Interstate Bank     2110064350\n          &amp; P.O. Box 3326             (713) 464-9431\n          Country        Houston, TX   77253\n\n\n86        San Antonio    Security Sevice FCU       4198691071\n                         474 No. Star Mall\n                         San Antonio, TX  78216\n\n\n89        New   Orleans  First  Bank of Commerce   1102-93185\n          Ctr            P.O. Box 60279            (504) 561-1641\n                         New Orleans, LA  70160\n\n\n90        Sutter Street  Bank of America           02600-15257\n                         Attn:  Robert Simpson     (415) 396-2972\n                         P.O. Box 27128            (415) 781-2235\n                         Concord,  CA  94520\n\n\n92        Ghirardelli    Wells Fargo Bank          0043-054006\n          Square         #2 Grant Avenue           (415)    396-2972\n                         San Francisco, CA  94108  Jennifer\n\n\n94        Palo Alto      Bank of America           05203-11068\n                         Attn:   Robert Simpson    (415) 853-5811\n                         P.O. Box  27128r\n                         Concord, CA   94520\n\n\n95        Mail Order     Fleet Bank                000-2247852\n                         Attn:  Donna Flynn        \n                         Mail Code:  CT E8HX15A\n                         One Constitution Plaza\n                         Hartford, CT  06115-1600\n\n\n98        Lakeside Mall  Hibernia Bank             67212-709-2\n                         P.O. Box 61540\n                         New Orleans, LA  70161\n\n\n99        Staten Island  Dime Savings Bank         02-00-00103906-4\n                         EAB Plaza                 (718) 761-6200\n                         12th Floor\n                         Uniondale, NY   11553\n\n\n100       Old Hyde Park  Southern Exchange Bank    100153-2\n                         1509 West Suann Avenue    (813) 254-4040\n                         Tampa, FL  33601\n\n\n101       Fashion Mall   Safra Bank                303-517171\n                         300 N.W. 82nd Avenue      Cathy Shimko\n                         Plantation, FL  33324\n\n\n102       Boynton Beach  Barnett Bank              1611799545\n                         Corresondence\n                         P.O. Box 30318\n                         Tampa, FL   33633-0663\n\n\n103       The Avenues    Barnett Bank              2181703593\n                         Correspondence            (904) 464-7693\n                         P.O. Box 30318            \n                         Tampa, FL   33633-0663\n\n\n104       University     Barnett Bank              1406172621\n          Square         Correspondence            (813) 225-2200\n                         P.O. Box 30318\n                         Tampa, FL  33633-0663\n\n\n105       Cherry Hill    Midlantic National Bank   14030-9651-2\n                         Cherry Hill Mall\n                         Route 38\n                         Cherry Hill, NJ  08002\n\n\n106       Mall  @   St.  Pioneer Bank              3194019\n          Vincent        P.O. Box 31750\n                         Shreveport, LA  71130\n\n\n108       Cambridgeside  East Cambridge Savings    04-80-8001076\n                         292 Cambridge St.         (617) 354-7700\n                         Cambridge,  MA    02141-\n                         1263\n\n\n110       Larimer        Colorado National Bank    1-227-0088-0646\n          Square         1515 Arapahoe Street      (303) 820-4229\n                         Denver, CO  80292\n\n\n111       Charleston     Harris Bank               158739\n          Center Mall    1 East Main Street\n                         St. Charles, IL  60174\n\n\n112       Siena Square   Norwest Bank of Boulder   1823473562\n                         1242 Pearl Street\n                         Box 227\n                         Boulder, CO  80306\n\n\n114       Cherry Creek   Cherry   Creek  National  16-803085\n                         Bank                      \n                         3033 East First Avenue\n                         Denver, CO  80206-5698\n\n\n115       Trolley        First Security Bank       131-00283-43\n          Square         445 Trolley Square        (801) 350-6600\n                         Salt   Lake   City,   UT\n                         84102\n\n\n116       Town Square    NBD                       000410001709287\n                         2000 S. Naperville Road\n                         Wheaton, IL  60187\n\n\n117       Lincoln Place  First Interstate Bank     043-443\n                         150 Washington Ave.       \n                         Santa Fe, MN  87501\n\n\n118       Ocean County   First Fidelity Bank       3000-5-12065\n                         1201 Hooper Avenue        (908) 905-4274\n                         Tom's River, NJ  08753\n\n\n119       Las Vegas      Bank of America           150199602\n                         2500 W. Spring Mountain Rd.\n                         Las Vegas, NV  89193\n\n\n121       St.     Louis  Mercantile Trust Co. NA   1001281409\n          Center         8th &amp; Locust              \n                         P.O. Box 524              \n                         St. Louis, MO  63166\n\n\n122       West   County  Colonial Bank             01-06944-601\n          Ctr            12330 Manchester Road     (314) 966-8100\n                         Des Peres, MO  63131\n\n\n123       One   Pacific  Firstier Bank             0827622\n          Place          9 Farnam at Seventeenth   (402) 345-1100\n                         Omaha, NE  68102\n\n\n124       Country Club   Country Club Bank         078501\n                         414 Nichols Road          (816) 931-4060\n                         Kansas City, MI  64112\n\n\n126       Tower Place    Fifth Third Bank          714-16492\n                         7708 Montgomery Rd.\n                         Cincinnati, OH  45230\n\n\n127       Tucson Mall    Bank of America           125-709559\n                         4201 No. Circle Rd.\n                         Tucson, AZ 85705\n\n\n128       Freehold       First Fidelity Bank       3000398408\n                         72 West Main St.\n                         Freehold, NJ  07728\n\n\n129       Rockingham     Shawmut Bank              510017916\n          Park Mall      Customer Center           (800) 685-5595\n                         P.O. Box 1365\n                         Framingham, MA   01701\n\n\n130       Regency        Nations Bank              02052218\n          Square         P.O. Box 27025            (804) 788-2030\n                         Richmond, VA  23261-7025\n\n\n131       Owings Mills   First Fidelity Bank       4063798294\n                         P.O. Box 896              \n                         Baltimore, MD  21203\n\n\n132       Harbour Place  Nations Bank              00-0140-8032\n                         P.O. Box 27025            (800) 241-5788\n                         Richmond, VA  23261-7025\n\n\n133       Chesterfield   Peoples Bank              004031413712\n                         5756 Hopkins Road         \n                         Richmond, VA  23234\n\n\n134       Union Station  Adams National Bank       0100161201\n                         1627 K Street, NW         (202)   466-4090,\n                         Washington, DC  20006     ext 160\n\n\n136       Reston   Town  First   Union  Bank   of  2070478000217\n          Ctr            Virginia                  (800) 677-3778\n                         7711 Plantation Rd.\n                         Roanoke, VA  24019\n\n\n137       Montgomery     First Fidelity Bank       4063795803\n                         P.O.Box 896               \n                         Baltimore, MD   21203\n\n\n138       Towson   Town  Maryland National Bank    09111774\n          Center         P.O. Box 987              (410)    828-9666\n                         Baltimore, MD  21203      Ann O'Neil\n\n\n140       Woodbury       Chemical Bank             141062437865\n          Commons        7600 Jericho Turnpike     (516) 364-0012\n                         Woodbury, NY  11797\n\n\n143       West Farms     Farmington Savings Bank   30-57-000093\n                         P.O. Box 8                677-4541\n                         Farmington,  CT   06034-\n                         0008\n\n\n144       Buckland       Savings     Bank      of  662002398\n          Hills          Manchester                (203) 647-1050\n                         923 Main St. P.O. #231\n                         Manchester,  CT   06044-\n                         0231\n\n\n145       75th Street    Marine Midland Bank       027712770\n                         1340 Third Ave.           (800) 872-0228\n                         New York, NY  10021\n\n\n151       Ridgedale      AmeriBank                 1017039\n                         1809 Plymouth Road South  (   ) 546-6060\n                         Minnetonka, MN  55343\n\n\n152       Conservatory   Firstar Bank              180000027\n                         1550 E. 79th Street\n                         Bloomington, MN   55425\n\n\n153       South Bend     First Source Bank         119-865-4\n                         P.O. Box 1602\n                         South Bend, IN  46634\n\n\n154       Fairlane Town  NBD                       2567524\n          Center         18800 Hubbard Dr.\n                         Dearborn, MI  48126\n\n\n155       Briarwood      NBD                       205000023148\n                         P.O. Box 8601             (313)    995-8100\n                         Ann Arbor, MI  48107      Bob Connor\n\n\n159       Springfield    Nations Bank              11060385\n          Mall           P.O. Box 27025            \n                         Richmond,VA   23261-7025\n\n\n163       Cumberland     Sun Trust  Bank           9300313351\n          Mall           Mail Code 011             (414) 438-6859\n                         P.O. Box 4418\n                         Atlanta, GA  30302\n\n\n165       Augusta        First Union Bank of GA    2080000090669\n                         699 Broad Street\n                         Augusta, GA 30901\n\n\n167       Mall       of  First Bank                1359-30107747\n          America        9633 Lyndale Ave. South\n                         Bloomington, MN  55420\n\n\n172       Main Place     Bank of America           1233-5-54957\n                         Attn:  Robert Simpson     (714) 558-2155\n                         P.O Box 27128\n                         Concord, CA   94520\n\n\n173       La Jolla       Wells Fargo Bank          0734-011133\n                         7714 Girard Ave.          (619) 454-2265\n                         La Jolla, CA 92037\n\n\n174       Biltmore       First Interstate Bank     096466018\n                         Biltmore Office           (602) 528-7400\n                         5050 N. 24th Street\n                         P.O. Box 53412\n                         Phoenix, AZ  85072-3412\n\n\n177       South    Lake  Wells Fargo Bank          0613058866\n          Avenue         82 South Lake Avenue      (619) 745-3911\n                         Pasadena, CA  91101\n\n\n178       Ala Moana      Bank of America           8870100646\n                         P.O. Box 539\n                         Honolulu, HI  96809-0539\n\n\n179       Brea           Bank of America           952-2-35581\n                         Attn:  Robert Simpson\n                         P.O. Box 27128\n                         Concord, CA  94520\n\n\n180       Desert         Bank of America           09506-01505\n          Fashion Mall   Attn:  Robert Simpson     \n                         P.O. Box 27128\n                         Concord, CA   94520\n\n\n181       Santa  Monica  Santa Monica Bank         09008586\n          Place          152 Santa Monica Place    \n                         Santa Monica, CA  90401\n\n\n182       Palos Verdes   Union Bank                0730010656\n                         507 Silver Spur Road      \n                         Rolling  Hills  Estates,\n                         CA  90274\n\n\n183       Media    City  Wells Fargo Bank          0933-040495\n          Center         900   N.   San  Fernando\n                         Blvd.\n                         Burbank, CA  91504\n\n\n184       No.    County  Wells Fargo Bank          0760-017830\n          Fair           1991 E. Valley Pkwy\n                         Escondido, CA  92027\n\n\n185       University     Wells Fargo Bank          0721-113330\n          Towne          4315  La  Jolla  Village\n          Center         Dr.\n                         San Diego, CA  92122\n\n\n187       The Oaks       Bank of America           1011-1-11247\n                         Attn:  Robert Simpson\n                         P.O. Box 27128\n                         Concord, CA   94520\n\n\n192       Stonestown     Bank of America           0252900245\n                         Attn:  Robert Simpson     (415) 956-4433\n                         P.O. Box 27128\n                         Concord,  CA   94520\n\n\n193       San Francisco  Bank of America           00666-18805\n          Ctr            Attn:  Robert Simpson     (415) 622-4894\n                         P.O. Box 27128\n                         Concord, CA   94520\n\n\n194       Pacific First  Seafirst Bank             63497713\n          Ctr            701 Fifth Avenue          (206) 358-7800\n                         Seattle, WA  98104        (800) 235-0785\n\n\n195       Arden Fair     Wells Fargo Bank          347056947\n                         1795 Arden Way            (916) 440-4670\n                         Sacramento, CA  95815\n\n\n196       Pioneer Place  U.S. Bank of Oregon       0700008980\n                         309 S.W. Sixth Avenue     (503) 275-6671\n                         P.O. Box 4412\n                         Portland, OR  97208\n\n\n197       Stoneridge     First Interstate Bank     713515701\n          Mall           5790 Stoneridge Mall      (510) 463-1170\n                         Pleasanton, CA  94566\n\n\n200       Fifth Avenue   Chemical Bank             134069245265\n                         401 Madison Avenue        (212) 949-2539\n                         New York, NY  10017\n\n\n201       Cedarhurst     NatWest Bank              2011-60-8235\n                         400 Central Avenue        (516) 569-4200\n                         Cedarhurst, LI  11559\n\n\n203       Upper    West  Chemical Bank             067-0648979-65\n          Side           2045 Broadway             (212) 974-1616\n                         New York, NY  10023\n\n\n204       Crossgate      Albany Savings Bank       280000-222-8\n                         120   Washington  Avenue  (518)    426-6401\n                         Ext.                      Gerrianne\n                         Albany, NY  12203\n\n\n205       Walden         Key Bank                  12-100223-3\n          Galleria       2000  Walden Ave., Suite  (716) 683-0480\n                         B 216\n                         Cheektowaga, NY  14225\n\n\n207       A &amp; S Plaza    Chemical Bank             023071029165\n                         349 Fifth Avenue\n                         New York, NY  10016\n\n\n208       87th Street    Citibank                  3360-8426\n                         2350 Broadway             (212) 868-1100\n                         New York, NY  10024\n\n\n209       Roosevelt      Crossland Bank            0417702354\n          Field          Roosevelt Field Mall\n                         Garden City, NY  11530\n\n\n241       Fashion Mall   NBD                       700002-634-309\n                         One Indiana Square -  J-\n                         400\n                         Indianapolis, IN  46266\n\n\n242       Twelve Oaks    Comerica Inc.             1840312803\n                         27768 Novi Road           \n                         Novi, MI  48050           \n\n\n243       Grosse Point   NBD                       4163494\n                         P.O. Box 206A             (800) CALL-NBD\n                         Detroit, MI  48232        (313) 862-4NBD\n\n\n244       Kenwood Town   Fifth Third Bank          71652145\n          Center         7708 Montgomery Rd.       (513) 891-5600\n                         Cincinnati, OH  45230\n\n\n245       Columbus City  Bank One                  11-86775\n                         65 East State Street      (800)    TRY-8400\n                         Columbus, OH  43271-1040  Shari\n                                                   (800) 248-2880\n\n\n246       Woodland Mall  Michigan National Bank    5856-160097\n                         2627 E. Beltline SE\n                         Grand Rapids, MI  49546\n\n\n248       Westgate       Dollar Bank               2593219871\n                         20981 Westgate            (216) 331-9494\n                         Fairview Park, OH  44126\n\n\n249       Laurel Park    NBD                       0010679-14\n                         37458 Six Mile Road       (313)    953-0620\n                         Livonia, MI  48152        Jean Phillips\n\n\n260       Saddlecreek    Victory Bank              0200020958\n                         7550    West  Farmington\n                         Boulevard\n                         Germantown, TN 38138\n\n\n261       Bellevue       First Tennessee Bank      9111646\n          Center         8160 Sawyer Brown Rd.     (615) 748-4121\n                         Nashville, TN  37230\n\n\n262       Penn Place     Bank of Oklahoma          822007911\n                         3535 NW 58 #200\n                         P.O. Box 24128\n                         Oklahoma City, OK  73124\n\n\n263       Utica Square   F &amp; M Bank and Trust      400029793\n                         Box 4500                  (918) 748-4290\n                         Tulsa, OK  74159\n\n\n266       Willowbrook    Charter Bank              40044865\n                         P.O. Box 4525\n                         Houston, TX  77210\n\n\n271       Hanes Mall     First Union Bank of NC.   7188418502\n                         No.  Wilkesboro  Service\n                         Center\n                         P.O. Box 106\n                         No.    Wilkesboro,    NC\n                         28659-0106\n\n\n273       Park Plaza     Twin City Bank            90139376\n                         P.O. Box 5581             (501) 661-0265\n                         Capital &amp; Broadway\n                         No.   Little  Rock,   AK\n                         72119\n\n\n275       Fayette Mall   National City Bank        704-08416\n                         P.O. Box 36000\n                         Louisville,  KY   40233-\n                         6000\n\n\n277       Asheville      Nations Bank              430062612\n                         1104 Brevard Rd.\n                         Asheville, NC  28802\n\n\n278       Hamilton       First Tennessee Bank      0006213\n          Place          701 Market Street\n                         Chattanooga, TN  37401\n\n\n279       Coolsprings    First Tennessee Bank      0722596\n                         P.O. Box 100\n                         Franklin, TN  37065-0100\n\n\n280       Madison        First Alabama Bank        0401403478\n          Square Mall    P.O. Box 680\n                         Huntsville,  AL   35804-\n                         0680\n\n\n281       Houston        Laredo Bank             801-175-9\n          Galleria       P.O. Box 59\n                         700 San Bernardo\n                         Laredo, TX  78042\n\n\n282       Hillsdale      Wells Fargo Bank          0525-031290\n                         Hillsdale Office          (415) 325-2004\n                         SW Hillsdale Boulevard\n                         San Mateo, CA  94403\n \n\n283       Dallas         Nations Bank              059-0001347\n          Galleria       5304 Alpha Road           (214) 647-4488\n                         Dallas, TX  75240\n\n\n284       Perimeter      Sun Trust Bank            8801928410\n          Mall           Mail Code 049             \n                         P.O. Box 4418\n                         Atlanta, GA  30302\n\n\n285       Bellevue       Seafirst Bank             67545715\n          Square         P.O. Box 907\n                         Bellevue, WA  01970\n\n\n286       South   Coast  Bank of America           0694-2-08817\n          Plaza          Attn:  Robert Simpson     (714) 840-6447\n                         P.O. 27128\n                         Concord, CA   94520\n\n\n288       North Shore    Salem Five                0089-00710145-7\n                         210 Essex Street\n                         Salem, MA  01970\n\n\n289       Century City   Glendale Federal          1047023283\n                         1801 Avenue of the Stars\n                         Los  Angeles, CA  90067-\n                         5902\n\n\n291       Downtown       Bank of America           1233-2-17890\n          Plaza          Attn:  Robert Simpson\n                         P.O. Box 27128\n                         Concord, CA  94520\n\n\n292       Fairfield      Star Bank                 48361-0374\n          Commons        425 Walnut Street         \n                         Cincinnati, OH   45203\n\n\n293       Stamford Town  Fleet Bank                886-1005\n          Center         Attn:  Donna Flynn        (203) 244-5825\n                         Mail Code:  CT E8HX15A\n                         One Constitution Plaza\n                         Hartford,  CT     06115-\n                         1600\n\n\n294       Lenox Square   Sun Trust Bank            8800781216\n                         Mail Code 049             (404) 588-7521\n                         P.O. Box 4418\n                         Atlanta, GA  30302\n\n\n295       Worthington    NBD                       4000003758\n          Square         175 South Third Street\n                         Columbus, OPH  43215\n\n\n296       The Grove      Shrewsbury State          0110-74426\n                         465 Broad St.             (908) 842-7700\n                         Shrewsbury, NJ\n\n\n297       Ridgewood      Natwest Bank              4000019513\n                         10 Exchange Place\n                         Jersey City, NJ\n\n\n298       Winter Park    Barnett Bank              2830666787\n                         Correspondence            (407) 646-3281\n                         P.O. Box 30318\n                         Tampa, FL   33633-0663\n\n\n299       Broadway       Bank of America           02240-04907\n          Plaza          Attn:  Robert Simpson\n                         P.O. Box 27128\n                         Concord, CA   94520\n\n\n300       River Oaks     Nations Bank              266-308-5222\n                         West Gray\n                         P.O. Box 2578\n                         Houston, TX  77252-2518\n\n\n301       Annapolis      First Fidelity Bank       0039-29744\n          Mall           P.O. Box 896              (800) 492-1653\n                         Baltimore, MD   21203\n\n\n302       North Point    Sun Trust Bank            8801067144\n                         Mail Code 049\n                         P.O. Box 4418\n                         Atlanta, GA  30302\n\n\n303       Dadeland       Dadeland Bank             10164397500\n                         7439 Dadeland Mall        \n                         Miami, FL  33156\n\n\n304       Boca     Town  Barnett Bank              1611773989\n          Center         Correspondence\n                         P.O. Box 30318\n                         Tampa, FL   33633-0663\n\n\n305       Chestnut Hill  Baybank                   325-699-5\n                         2 Technology Place        (617) 273-1700\n                         Mail Code:  A-504\n                         Waltham, MA  02154\n\n\n307       Oakbrook       Republic Bank             1930011379\n                         6501 So. Pulaski Rd.      (312) 581-4500\n                         Chicago, IL  60629\n\n\n308       Glendale       Wells Fargo Bank          0795-055698\n                         420 North Brand           (818) 246-7361\n                         Glendale, CA  91203\n\n\n309       World   Trade  Chemical Bank             024-033715\n          Ctr            100 World Trade Center    (212) 912-0163\n                         New York, NY  10048\n\n\n310       Waterside      BancFlorida               070137393\n          Shops          5801 Pelican Bay Blvd     (800) 368-5800\n                         Box 413004\n                         Naples, FL  33941-3004\n\n\n311       Ft.            Barnett Bank              1800122224\n          Lauderdale     Correspondence            (305) 522-5550\n                         P.O. Box 30318\n                         Tampa, FL   33633-0663\n\n\n312       Tysons II      Riggs National Bank       01808389\n                         Service Line Dept.        \n                         P.O. Box 96758\n                         Washington, DC    20090-\n                         6758\n\n\n313       Short Hills    Investors Savings Bank    0056109969\n                         Mall &amp; Short Hills\n                         Short Hills, NJ  07078\n\n\n314       La Cumbre I    Bank of America           1233-1-18994\n                         Attn:  Robert Simpson     (800) 262-2726\n                         P.O. Box 27128\n                         Concord, CA   94520\n\n\n315       Plaza          Mark Twain Bank           361-400-5591\n          Frontenac      1630 S. Lindbergh Road    (314) 997-7444\n                         St. Louis, MO  63131\n\n\n317       Bal Harbour    Sun Bank                  0599-000137380\n                         Bal Harbour Office        (305) 591-6000\n                         9600 Collins Avenue\n                         Bal Harbour, FL  33154\n\n\n318       Natick         Baybank                   3867-3408\n                         2 Technology Place\n                         Mail Code:  A-504\n                         Waltham, MA   02154\n\n\n319       Fashion        Wells Fargo Bank          0769-259009\n          Valley         1350 Fashion Valley Road\n                         San Diego, CA   92108\n\n\n320       North Park     Comerica Bank             783101-0215\n                         P.O. Box 650282\n                         Dallas, TX  75265-0282\n\n\n321       Tower City     National City Bank        4601217\n                         P.O. Box 5756\n                         Cleveland,  OH    44101-\n                         0756\n\n\n322       Valley Fair    Bank of America           05750-01049\n                         Attn:  Robert Simpson     (408) 277-7329\n                         P.O. Box 27128\n                         Concord, CA   94520\n\n\n323       Bridgewater    PNC Bank                  80-0159-8151\n                         P.O Box 1032              \n                         Morristown, NJ    08057-\n                         0932\n\n\n324       Embarcadero    Bank of America           1233-8-54960\n          Sqr.           Attn:  Robert Simpson     (415) 445-4043\n                         P.O. Box 27218\n                         Concord, CA   94520\n\n\n325       Charleston     First Citizens Bank       079013275701\n                         182 Meeting St.           (803) 577-4560\n                         Charleston, SC\n\n\n326       Santa Anita    Bank of America           1233-5-19468\n                         Attn:  Robert Simpson\n                         P.O. Box 27128\n                         Concord, CA   94520\n\n\n327       Pearlridge     Bank of America           5955117841\n                         Kam Highway\n                         Aeia, HI  96701\n\n\n328       Raleigh        First Union Bank of NC.   2000000-407737\n                         4401 Glenwood Ave.\n                         Raleigh, NC  27612\n\n\n329       Prudential     Fleet Bank, MA            936361-2920\n          Center         Attn:  Donna Flynn\n                         Mail Code:  CT EHX15A\n                         One Constitution Plaza\n                         Hartford, CT  06115-1600\n\n\n330       Corte Madera   Bank of America           978-0-08430\n                         Attn:  Robert Simpson\n                         P.O. Box 27128\n                         Concord, CA   94520\n\n\n331       Scottsdale     Bank of America           235100550\n                         69100 E. Camelback\n                         Scottsdale, AZ   85251\n\n\n332       Faneuil Hall   Shawmut Bank              200495677\n                         Customer Center           \n                         P.O. Box 1365             \n                         Framingham, MA   01701\n\n\n333       Old Orchard    First American Bank       12-437-001\n                         4949 Old Orchard Road     (312) 679-2200\n                         Skokie, IL  60077\n\n\n334       K Street       Crestar Bank              0520-21442\n                         15th St. &amp; New York Ave.  (703) 838-3141\n                         N.W.\n                         Washington, DC  20005\n\n\n335       Rosedale       MidAmerica                8400780612\n                         2440 N. Fairview Ave.     \n                         Roseville, MN  55713\n\n\n336       Northgate      Village Bank              1092871\n                         1058 W. Club Blvd.        \n                         Durham, NC  27701\n\n\n337       Coronado       Sunwest Bank              0162700363\n                         P.O. Box 2550\n                         Albuquerque, NM   87125-\n                         0550\n\n\n338       Carousel       Key Bank                  221-025156\n          Center         1510 W. Genesee St.       (315) 470-5478\n                         Syracuse,  NY 13204       Richard Cizensk\n\n\n340       Fashion Place  First Security Bank       0640002614\n                         6161 South St.\n                         Murray, UT  84107\n\n\n341       Fashion Show   Bank of America           150240885\n                         P.O. Box 98600\n                         Las  Vegas,  NV   89195-\n                         0001\n\n\n342       Sherman Oaks   Bank of America           0397914183\n                         Attn:  Robert Simpson     \n                         P.O. Box 27128\n                         Concord, CA   94520\n\n\n343       Trumbull       Lafayette Bank  &amp; Trust  051008068\n                         Co.                       (203) 336-6200\n                         P.O. Box 1899\n                         Bridgeport,  CT   06601-\n                         9964\n\n\n344       Arboreteum     Bank One                  0690014402\n          Market         P.O. Box 2266\n                         Austin, TX   78780-9989\n\n\n345       Canal Place    Premier Bank              54- 19105377\n                         P.O. Box 3399             (504) 569-0483\n                         Baton Rouge, LA  70821\n\n\n346       Woodland       Boatman's Bank            170182756214\n          Hills          6701 Sou Memorial Dr.\n                         P.O. Box 35829\n                         Tulsa, OK  74133-2000\n\n\n347       Brandon  Town  Nations Bank              3603705653\n          Center         2105 West Brandon Blvd\n                         Brandon, FL   33511-4703\n\n\n348       Shadyside      Integra Bank              84-48889\n                         300 Fourth Avenue         (412) 621-3370\n                         Pittsburgh, PA  15278\n\n\n349       The            Bank of New York          6700681597\n          Westchester    158 Westchester Avenue\n                         White Plains, NY 10601\n\n\n350       Collin  Creek  Plano Bank &amp; Trust        0767129\n          Mall           P.O. Box 869111           \n                         Plano, TX   75086-9111\n\n\n351       Shelter Cove   Nations Bank              745040798\n                         23C Shelter Cove Lane     \n                         Hilton Head, SC  29938\n\n\n352       Southpark      First Union Bank of NC.   2070490732110\n          Mall           Deposit       Accounting\n                         Center\n                         Charlotte,  NC    28288-\n                         0455\n\n\n353       Somerset       Shawmut Bank              7103-2265\n          Square         Customer Center           \n                         P.O. Box 1365\n                         Framingham, MA   01701\n\n\n354       Beachwood      Society National Bank     163200361\n                         26300 Cedar Road          (216) 464-9330\n                         Beachwood, OH  44122\n\n\n355       Riverchase     Southtrust Bank           60306603\n          Galleria       420  North 20 th Street,\n                         Sixth Floor\n                         Birmingham, AL 35203\n\n\n356       Highland Mall  First State Bank          0108-3392\n                         P.O. Box 3550             (512) 495-6050\n                         Austin, TX  78764\n\n\n357       Hulen Mall     Overton Park              00058818\n                         4840 Overton Plaza        \n                         Fort  Worth, TX   76109-\n                         4990\n\n\n358       Northbrook     Firstar  Bank             327046828\n                         1819 Lake Cook Road       \n                         Northbrook, IL  60062\n\n\n359       Four Seasons   Wachovia  Bank of  North  3569-022658\n          Town Center    Carolina                  \n                         600 Four Seasons Blvd.\n                         Greensboro, NC 27407\n\n\n360       Oxmoor Center  PNC Bank                  309547-8353\n                         Customer Service          (502) 581-2347\n                         P.O. Box 33000\n                         Louisville, KY    40232-\n                         3000\n\n\n361       Willow Grove   First Valley Bank         069700273\n                         One Bethlehem Plaza\n                         Bethlehem,  PA    18018-\n                         5781\n\n\n362       Madison        Chemical Bank             026078694565\n          Avenue         598 Madison Avenue\n                         New York, NY   10022\n\n\n363       The Falls      Sun Bank                  6990010119595\n                         8820 SW 136th Street      \n                         Miami, FL  331765\n\n\n364       Oakview Mall   Firstier Bank             053-7-651\n                         1700 Farnam Street\n                         Omaha, NE 68102-2183\n\n\n366       Palmer Square  PNC Bank                  80-0053-0825\n                         P.O. Box 1032\n                         Morristown, NJ    08-57-\n                         0932\n\n\n367       Church Street  Merchants Bank            01497676\n          Marketplace    123 Church Street\n                         P.O. Box 1009\n                         Burlington,  VT   05402-\n                         1009\n\n\n368       Baybrook       Bay Area Bank &amp; Trust     079189\n                         218 Nasa Road One\n                         Webster, TX 77598\n\n\n369       Palisades      National     Westminster  4370202198\n          Ave.           Bank\n                         42 North Dean Street\n                         Englewood, NJ 07631\n\n\n380       West     Town  First Tennessee Bank      67-48767\n          Mall           800 South Gay Street\n                         Knoxville, TN   37929\n\n\n381       Charlottesvil  Jefferson National Bank   16302-0345-01\n          le             P.O. Box 711\n                         Charlottesville, VA\n                         22902-0711\n\n\n382       Greenville     First Union Bank of SC    2010000140369\n                         652 Haywood Road\n                         Greenville, SC 29607\n\n\n383       Carmel Place   Bank of America           6395-01497\n                         Carmel by the Sea Branch\n                         7th &amp; Mission Street\n                         Carmel, CA 93921\n\n\n384       Greenhills     Third National Bank       1761625\n                         P.O. Box 305110\n                         Nashville,  TN    37230-\n                         5110\n\n\n385       Highland Park  Nations Bank              109-15538\n                         P.O. Box 831547           \n                         Dallas, TX  75283-7547\n\n\n386       Erieview       Dollar Bank               266-081-4986\n                         1301 E. Ninth St.\n                         Cleveland, OH  44114\n\n\n387       Larchmont, NY  Bank of New York          6701157247\n                         124 Chatsworth Avenue\n                         Larchmont, NY 10538\n\n\n388       Washington     First Interstate Bank     5270159530\n          Square         9200      S.W.Washington\n                         Sq.Rd\n                         P.O. Box 23037\n                         Tigard, OR 97223-0008\n\n\n389       Circle Center  National City Bank        501877347\n                         101    West   Washington\n                         Street\n                         Indianapolis, IN 46255\n\n\n390       University     First Interstate Bank     4040045306\n          Village        1661   South  University  \n                         Drive\n                         Ft. Worth, TX   76107\n\n\n391       Seminole Town  Sun Bank                  0039004023633\n          Center         4240    W.   Lake   Mary  \n                         Boulevard\n                         Lake Mary, FL 32746\n\n\n392       Woodfield      NBD                       003700001-15479\n                         Higgins &amp; Meacham Roads   (312) 882-6400\n                         Schaumburg, IL  60196\n\n\n393       Eastview Mall  Canandaigua     National  09-502521-01\n                         Bank                      \n                         338 Eastview Mall\n                         Victor, NY 14564\n\n\n394       Southdale      First Bank                1-367-30735026\n                         7001 France Avenue South  \n                         Edina, MN  55435\n\n\n395       Northridge     Bank of America           24404-04783\n                         Attn:  Robert Simpson     \n                         P.O. Box 27128            \n                         Concord, CA   94520\n\n\n396       Walt Whitman   Republic    Bank     for  1366001368\n                         Savings                   (516) 423-7200\n                         Walt Whitman Mall\n                         Route 110\n                         Hungtington Station,  NY\n                         11746\n\n\n397       South  Street  Citibank                  49615556\n          Seaport        30 Fulton Street\n                         New York, NY   10038\n\n\n398       The Gardens    First  Federal  of   the  2070000757\n                         Palm Beaches              (800) 221-8511\n                         P.O. Drawer F\n                         West   Palm  Beach,   FL\n                         33402-3515\n\n\n\n401       Mayfair Mall   Firstar Bank              112047743\n                         2300 North Mayfair Road   (414) 258-1440\n                         Wauwatosa, WI   53226\n\n\n402       Danbury Fair   First Fidelity Bank       2-082-007\n                         Sugar Hollow Rd.          744-1230,    ext.\n                         Danbury, CT  06810        2221 Irene\n\n\n403       St.     Louis  Commerce Bank             270177458\n          Galleria       7910 Clayton Road\n                         St. Louis MO  63117-1385\n\n\n404       Citicorp       Bank of America           1233-1-54959\n          Plaza          Attn:  Robert Simpson     (213) 735-1144\n                         P.O. Box 27128\n                         Concord, CA   94520\n\n\n406       North    Park  Trustmark                 1001447374\n          Mall           P.O. Box 1200             \n                         Jackson, MS  39215\n\n\n407       Fashion Ctr    Chevy Chase               1074300513\n          Pentagon       1100 S. Hayes Street      (800)    825-9000\n                         Arlington, VA  22202      Brian\n\n\n409       West    Shore  Barnett Bank              1407137925\n          Plaza          Correspondence            \n                         P.O. Box 30318            \n                         Tampa, FL   33633-0663\n\n\n410       Oaks Mall      Gainesville State Bank    0400502901\n                         2814 S.W. 34th Street     \n                         P.O. Box 147002\n                         Gainesville,  FL  32614-\n                         7002\n\n\n412       Montclair      Wells Fargo Bank          0984041046\n          Plaza          PO Box 340214             \n                         Sacramento,  CA   95834-\n                         0214\n\n\n502       Kenwood  Town  Fifth Third Bank          71652268\n          Ctr            7708 Montgomery Rd.\n                         Cincinnati, OH  45236\n\n\n503       Columbus       Bank One                  0236515\n          Center         65 East State Street\n                         Columbus,  OH     43271-\n                         1040\n\n\n504       Beverly        National     Bank     of  2519291\n          Center         California\n                         145 S. Fairfax Ave.\n                         Los Angeles, CA  90036\n\n\n505       La Cumbre II   Bank of America           1233-0-19239\n                         Attn:  Robert Simpson\n                         P.O. Box 27128\n                         Concord, CA  94520\n\n\n506       Georgetown     Riggs National Bank       17187190\n          Park           Service Line Dept.\n                         P.O. Box 96758\n                         Washington, DC    20090-\n                         6758\n\n\n507       The Grove @    Shrewsbury State Bank     011077220\n          Shrewsbury     465 Broad Street          \n                         Shrewsbury, NJ   07702\n\n\n508       Plaza          Mark Twain Bank           3614020335\n          Frontenac      1630 S. Lindbergh Road\n                         St. Louis, MO   63131\n\n\n509       Broadway       Bank of America           12333-20533\n          Plaza          Attn:  Robert Simpson\n                         P.O.Box 27128\n                         Concord, CA   94520\n\n\n510       Union Station  Adams National Bank       0100768801\n                         1627 K Street, NW         \n                         Washington, D.C.  20006\n\n\n700       Franklin       Mellon Bank               8455628\n          Mills          Mellon  Square, Customer\n                         Service\n                         Pittsburgh,  PA   15259-\n                         0003\n\n\n701       Sawgrass       Barnett Bank              387-1201-716\n          Mills          Correspondence\n                         P.O. Box 30318\n                         Tampa, FL  33633-0663\n\n\n704       Gurnee Mills   NBD                       34000600479\n                         513 Central Avenue\n                         Highland Park, IL  60035\n\n\n705       Potomac Mills  Riggs National Bank       1-801-589\n                         Service Line Dept.\n                         P.O. Box 96758\n                         Washington,  DC   20090-\n                         6758\n\n\n706       Millstream     Fulton Bank               2318-77085\n                         P.O. Box 4887             (717) 291-2591\n                         Lancaster, PA  17604\n\n\n707       San Marcos     State Bank &amp; Trust        1505920\n                         P.O. Box 649              (512) 396-4411\n                         San Marcos, TX  78667\n\n\n708       Gulf    Coast  Barnett Bank              195-919-3980\n          Factory        Correspondence            (800)628-5677\n                         P.O. Box 30318\n                         Tampa, FL   36333-0663\n\n\n709       Woodbury       Warwick Savings           032-14-20085\n          Commons        P.O. Box 1008\n                         Highland    Mills,    NY\n                         10930\n\n\n710       CastleRock     First Bank of Castlerock  285-550-2403\n                         P.O. Box 1300             (303) 688-5000\n                         Castlerock, CO  80104     (800) 964-3444\n\n\n711       Destin         AmSouth Bank of Florida   3400071757\n                         San Destin Branch\n                         5050 highway 98 East\n                         Destin, FL  32541\n\n\n712       West           Fifth Third Bank          758-86328\n          Lancaster      P.O. Box 182026           426-6384\n                         Columbus, OH  43218\n\n\n713       Birch Run      First of America Bank     3130046661\n                         12010 Church Ave.         (800) 736-3534\n                         Birch Run, MI  48708\n\n\n714       Petaluma       Bank of America           1233-1-19526\n                         Attn:  Robert Simpson\n                         P.O. Box 27128\n                         Concord, CA\n\n\n715       Gilroy         Bank of America           00116-3740\n                         Attn:  Robert Simpson     (800) 237-8052\n                         P.O. Box 27128\n                         Concord, CA   94520\n\n\n716       St. Augustine  First   Union  Bank   of  2090000394915\n                         Florida                   (800) 735-1012\n                         P.O. Box 2870\n                         Jacksonville, FL  32231\n\n\n717       Citadel        Bank of California        089002428\n          Outlets        Citadel Office            (213) 255-0333\n                         500 Citadel Drive\n                         Commerce, CA  90040\n\n\n718       Osage Beach    First Bank Centre         01005784001\n                         One Financial Centre      348-2265\n                         Osage Beach, MO  65065\n\n\n719       Grove City     Integra Bank              0071726391\n                         201 S. Broad St.          (800) 352-0186\n                         P.O. Box 349\n                         Grove City, PA\n\n\n720       Worchester     Bank of Boston            541-65139\n                         P.O. Box 15073\n                         Boston, MA  02106\n\n\n721       Tuscola        Tuscola Nat'l Bank        04-674-4\n                         214 Main St.              (217) 253-4711\n                         P.O. Box 110\n                         Tuscola, IL  61953\n\n\n722       Vero Beach     First   Union  Bank   of  2090000468113\n                         Florida\n                         P.O. Box 1269\n                         Vero Beach, FL\n\n\n723       Riverhead      Suffolk   County   Nat'l  110125911\n                         Bank\n                         6 West Second Street\n                         Riverhead, NY   11901\n\n\n724       Branson        Capital Bank              6411284368\n                         P.O. Box 70\n                         Branson, MO   65616-0070\n\n\n725       Barstow        Bank of America           1233-9-20233\n                         Attn:  Robert Simpson\n                         P.O. Box 27128\n                         Concord, CA 94520\n\n\n726       Gainesville    Bank of America  Texas    315143632\n                         101 East Broadway\n                         Gainesville,  TX  76240-\n                         4010\n\n\n727       Aurora Farms   Second National Bank      2006444601\n                         P.O. Box 1311\n                         Warren, OH   44482-1311\n\n\n728       Fremont        Norwest                   85575369\n                         P.O. Box 120\n                         Angola, IN  46703-6740\n\n\n729       Edinburgh      Irwin Union Bank &amp; Trust  39698170\n                         500 Washington Street\n                         Box 929\n                         Columbus, IN   47202\n\n\n730       Michigan City  First of America Bank     7930011551\n                         800 Lincolnway            \n                         LaPorte, Indiana 46350\n\n\n731       Orlando        Barnett Bank              2834599958\n                         Correspondence            \n                         P.O. Box 30318\n                         Tampa, FL   36333-0663\n\n\n732       Cabazon        North County Bank         610103589\n                         1735 W. Ramsey Street\n                         Banning, CA 92220\n\n\n737       Rehoboth       Midway Mellon Bank        01029153\n                         4537 Highway One\n                         Rehoboth Beach, DE 19971\n\n\n738       Auburn         Seafirst Bank             69727600\n          Supermall      800 5th Avenue            \n                         Seattle, WA 98104\n\n\n739       Napa           Bank of America           00315-09435\n                         Attn:  Robert Simpson     \n                         P.O. Box 27128\n                         Concord, CA 94520\n\n\n740       San Leandro    Bank of America           1233720791\n                         Attn:  Robert Simpson     \n                         P.O. Box 27128\n                         Concord, CA 94520\n\n\n741       Camarillo      Santa  Barbara  Bank &amp; 32005159\n                         Trust\n                         2310 E. Ponderosa Drive\n                         Camarillo,  CA   93010\n\n\n742       Arizona        Bank of America           946026509\n          Factory Shops  3511 W. Peoria Avenue\n                         Phoenix, AZ 85029\n\n\n743       Magnolia       Southeastern Bank         705896\n          Bluffs         P.O. Box 455\n                         Darien, GA 31305\n\n\n798       Milpitas       Wells Fargo Bank          4030-010789\n                         3535 Lincoln Plaza\n                         500 North Akard\n                         Dallas, TX 75201\n\n\n- - ------------------------------------------------------------\n                                             Exhibit 1.02(a)\n                                             ---------------\n\n\n                         [FORM OF BORROWING NOTICE]\n\n                                                      [Date]\n\nPNC Bank, National Association,\n   as Administrator\nFifth Avenue and Wood Street\nPittsburgh, Pennsylvania  15265\n\nAttention:  Robert O. Finley, Jr.\n\n\n\nLadies and Gentlemen:\n\n        Reference is made to the Amended and Restated Receivables\n\nFinancing Agreement, dated as of October 31, 1995, among the\n\nundersigned, AnnTaylor, Inc., as Servicer, Market Street Capital\n\nCorp., as Lender, and PNC Bank, National Association, as \n\nAdministrator (as the same may be further amended, supplemented\n\nor otherwise modified from time to time, the \"Receivables Financing\n                                              ---------------------\nAgreement\").  All capitalized terms used but not otherwise\n- - ---------\ndefined herein which are defined in the Receivables Financing\n\nAgreement have the same meanings when used herein.\n\n\n         The undersigned, AnnTaylor Funding, Inc., refers to the\n\nReceivables Financing Agreement and hereby gives you notice,\n\nirrevocably, pursuant to Section 1.02(a) of the Receivables\n                         ---------------\nFinancing Agreement, that the undersigned hereby requests that a\n\nLoan be made in the aggregate principal amount of $_____________\n\non _____________, 199_.\n\n\n        The undersigned hereby certifies as of the date hereof, and as\n\nof the date such Loan is made, as follows:\n\n\n                (a)   the representations and warranties contained in the\n\n        Receivables Financing Agreement are correct, before and after giving\n\n        effect to such Loan and to the application of the proceeds therefrom,\n\n        as though made on and as of such dates and shall be deemed to have \n        \n        been made on such dates;\n\n\n                (b)   no event has occurred and is continuing, or would\n\n        result from such Loan or from the application of the proceeds\n\n        therefrom, that constitutes an Event of Default or an Unmatured \n\n        Event of Default;\n\n\n                (c)   The borrowing Base as of the date hereof is\n\n        $_________________.\n\n\n                (d)   after giving effect to such Loan, the Outstanding\n\n        Principal is $_____________; and\n\n\n                (e)   the Termination Date has not occurred.\n\n\n        \n        IN WITNESS WHEREOF, the undersigned has caused this Borrowing\n\nNotice to be executed and delivered by a Responsible Officer on the\n\ndate first written above.\n\n\n                                                ANNTAYLOR FUNDING, INC.\n\n\n                                                By:  __________________\n\n                                                Title: ________________\n\n- - ---------------------------------------------------------------\n                                                   Exhibit 1.04\n                                                   -------------\n\n\n                                [FORM OF NOTE]\n\n$40,000,000                                             New York, New York\n                                                          October 31, 1995\n\n\n\n        FOR VALUE RECEIVED, the undersigned, ANNTAYLOR FUNDING, INC. \n\n(the \"Issuer\"), hereby promises to pay to the order of MARKET STREET\n      ------\nCAPITAL CORP. (together with its successors and assigns, the \"Noteholder\"),\n                                                              ----------\non or before January 27, 1997, the principal amount of FORTY MILLION\n\nDOLLARS ($40,000,000) or, if less, the aggregate unpaid principal amount \n\nof all of the Loans (as defined in the Amended and Restated Receivables\n\nFinancing Agreement, dated as of October 31, 1995, among the Issuer, \n\nAnnTaylor, Inc., as Servicer, the Noteholder and PNC Bank, National \n\nAssociation, as Administrator (as the same may be further amended,\n\nsupplemented or otherwise modified from time to time, the \"Amended and\n                                                           -----------\nRestated Receivables Financing Agreement\") made by the Noteholder to \n- - ----------------------------------------\nthe Issuer pursuant to the Amended and Restated Receivables Financing\n\nAgreement.\n\n\n\n        The undersigned also promises to pay interest on the unpaid\n\nprincipal amount of each Loan evidenced by this Note from the date\n\nof such Loan until such Loan is paid in full, at the rates and\n\npayable on the dates specified in the Amended and Restated Receivables\n\nFinancing Agreement.\n\n\n        This Note evidences indebtedness incurred as Loans under, and\n\nis entitled to the benefits of, the Amended and Restated Receivables\n\nFinancing Agreement, to which Amended and Restated Receivables\n\nFinancing Agreement reference is hereby made for a statement of its\n\nterms and conditions, including those under which the maturity of this\n\nNote may be accelerated.  Upon the occurrence of an Event of Default as\n\nspecified in the Amended and Restated Receivables Financing Agreement, \n\nthe principal balance hereof and the interest accrued hereon may be \n\ndeclared to be forthwith due and payable.<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6710,8542],"corporate_contracts_industries":[9415,9494],"corporate_contracts_types":[9561,9560],"class_list":["post-41239","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-anntaylor-stores-corp","corporate_contracts_companies-pnc-financial-services-group-inc","corporate_contracts_industries-financial__banks","corporate_contracts_industries-retail__clothing","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41239","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41239"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41239"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41239"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41239"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}