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                                                                    Exhibit 10.1

                                                               EXECUTION VERSION

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

                                  $300,000,000

                               TERM LOAN AGREEMENT

                                      among

                           EDDIE BAUER HOLDINGS, INC.,

                               EDDIE BAUER, INC.,
                                  as Borrower,

              The Several Lenders from Time to Time Parties Hereto,

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                              as Syndication Agent,

                                 CREDIT SUISSE,
                             as Documentation Agent,

                                       and

                           JPMORGAN CHASE BANK, N.A.,
                             as Administrative Agent

                            Dated as of June 21, 2005

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

        J.P. MORGAN SECURITIES INC. AND GECC CAPITAL MARKETS GROUP, INC.,

                  as Joint Lead Arrangers and Joint Bookrunners

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                                TABLE OF CONTENTS

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<S>                                                                         <C>
SECTION 1. DEFINITIONS
   1.1    Defined Terms..................................................     1
   1.2    Other Definitional Provisions..................................    18

SECTION 2. AMOUNT AND TERMS OF TERM COMMITMENTS
   2.1    Term Commitments...............................................    18
   2.2    Procedure for Loan Borrowing...................................    18
   2.3    Repayment of Loans.............................................    19
   2.4    Fees, etc......................................................    19
   2.5    Optional Prepayments...........................................    19
   2.6    Mandatory Prepayments..........................................    20
   2.7    Conversion and Continuation Options............................    21
   2.8    Limitations on Eurodollar Tranches.............................    21
   2.9    Interest Rates and Payment Dates...............................    21
   2.10   Computation of Interest and Fees...............................    22
   2.11   Inability to Determine Interest Rate...........................    22
   2.12   Pro Rata Treatment and Payments................................    23
   2.13   Requirements of Law............................................    24
   2.14   Taxes..........................................................    25
   2.15   Indemnity......................................................    26
   2.16   Change of Lending Office.......................................    27
   2.17   Replacement of Lenders.........................................    27

SECTION 3. REPRESENTATIONS AND WARRANTIES
   3.1    Financial Condition............................................    27
   3.2    No Change......................................................    28
   3.3    Existence; Compliance with Law.................................    28
   3.4    Power; Authorization; Enforceable Obligations..................    28
   3.5    No Legal Bar...................................................    29
   3.6    Litigation.....................................................    29
   3.7    No Default.....................................................    29
   3.8    Ownership of Property; Liens...................................    29
   3.9    Intellectual Property..........................................    29
   3.10   Taxes..........................................................    29
   3.11   Federal Regulations............................................    30
   3.12   Labor Matters..................................................    30
   3.13   ERISA..........................................................    30
   3.14   Investment Company Act; Other Regulations......................    30
   3.15   Subsidiaries...................................................    30
   3.16   Use of Proceeds................................................    30
   3.17   Environmental Matters..........................................    30
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<S>                                                                          <C>
   3.18   Accuracy of Information, etc...................................    31
   3.19   Security Documents.............................................    32
   3.20   Solvency.......................................................    32
   3.21   Regulation H...................................................    32
   3.22   Certain Documents..............................................    32

SECTION 4. CONDITIONS PRECEDENT
   4.1    Conditions to Initial Extension of Credit......................    32

SECTION 5. AFFIRMATIVE COVENANTS
   5.1    Financial Statements...........................................    36
   5.2    Certificates; Other Information................................    37
   5.3    Payment of Obligations.........................................    38
   5.4    Maintenance of Existence; Compliance...........................    39
   5.5    Maintenance of Property; Insurance.............................    39
   5.6    Inspection of Property; Books and Records; Discussions.........    39
   5.7    Notices........................................................    39
   5.8    Environmental Laws.............................................    40
   5.9    Interest Rate Protection.......................................    40
   5.10   Additional Collateral, etc.....................................    40
   5.11   Passive Company Status.........................................    42
   5.12   Post-Closing Matters...........................................    42

SECTION 6. NEGATIVE COVENANTS
   6.1    Financial Condition Covenants..................................    42
   6.2    Indebtedness...................................................    44
   6.3    Liens..........................................................    45
   6.4    Fundamental Changes............................................    46
   6.5    Disposition of Property........................................    46
   6.6    Restricted Payments............................................    47
   6.7    Capital Expenditures...........................................    47
   6.8    Investments....................................................    48
   6.9    Optional Payments and Modifications of Certain Debt
          Instruments....................................................    48
   6.10   Transactions with Affiliates...................................    48
   6.11   Sales and Leasebacks...........................................    49
   6.12   Swap Agreements................................................    49
   6.13   Changes in Fiscal Periods......................................    49
   6.14   Negative Pledge Clauses........................................    49
   6.15   Clauses Restricting Subsidiary Distributions...................    49
   6.16   Lines of Business..............................................    49

SECTION 7. EVENTS OF DEFAULT

SECTION 8. THE AGENTS
</TABLE>

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<S>                                                                          <C>
   8.1    Appointment....................................................    52
   8.2    Delegation of Duties...........................................    52
   8.3    Exculpatory Provisions.........................................    52
   8.4    Reliance by Administrative Agent...............................    53
   8.5    Notice of Default..............................................    53
   8.6    Non-Reliance on Agents, Arrangers and Other Lenders............    53
   8.7    Indemnification................................................    54
   8.8    Agent in Its Individual Capacity...............................    54
   8.9    Successor Administrative Agent.................................    54
   8.10   Documentation Agent, Syndication Agent and Arrangers...........    55

SECTION 9. MISCELLANEOUS
   9.1    Amendments and Waivers.........................................    55
   9.2    Notices........................................................    56
   9.3    No Waiver; Cumulative Remedies.................................    56
   9.4    Survival of Representations and Warranties.....................    57
   9.5    Payment of Expenses and Taxes..................................    57
   9.6    Successors and Assigns; Participations and Assignments.........    58
   9.7    Adjustments; Set-off...........................................    60
   9.8    Counterparts...................................................    61
   9.9    Severability...................................................    61
   9.10   Integration....................................................    61
   9.11   GOVERNING LAW..................................................    61
   9.12   Submission To Jurisdiction; Waivers............................    61
   9.13   Acknowledgements...............................................    62
   9.14   Releases of Guarantees and Liens...............................    62
   9.15   Confidentiality................................................    62
   9.16   Patriot Act....................................................    63
   9.17   WAIVERS OF JURY TRIAL..........................................    63
</TABLE>

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SCHEDULES:

1.1A      Commitments
1.1B      Mortgaged Property
3.4       Consents, Authorizations, Filings and Notices
3.9       Intellectual Property Litigation
3.15      Subsidiaries
3.19(a)   UCC Filing Jurisdictions
3.19(b)   Mortgage Filing Jurisdictions
6.2(d)    Existing Indebtedness
6.3(f)    Existing Liens
6.8(h)    Existing Investments

EXHIBITS:

A     Form of Guarantee and Collateral Agreement
B     Form of Compliance Certificate
C     Form of Closing Certificate
D     Form of Mortgage
E     Form of Assignment and Assumption
F-1   Form of Legal Opinion of Shearman & Sterling LLP
F-2   Form of Legal Opinion of Richards, Layton & Finger, PA
G     Form of Intercreditor Agreement
H     Form of Exemption Certificate

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          TERM LOAN AGREEMENT (this "Agreement"), dated as of June 21, 2005,
among EDDIE BAUER HOLDINGS, INC., a Delaware corporation ("Holdings"), EDDIE
BAUER, INC., a Delaware corporation (the "Borrower"), the several banks and
other financial institutions or entities from time to time parties to this
Agreement (collectively, the "Lenders"), GENERAL ELECTRIC CAPITAL CORPORATION,
as syndication agent (in such capacity, the "Syndication Agent"), CREDIT SUISSE,
as documentation agent (in such capacity, the "Documentation Agent"), and
JPMORGAN CHASE BANK, N.A., as administrative agent.

                                   WITNESSETH:

          WHEREAS, (i) on March 17, 2003 (the "Petition Date"), the Borrower and
certain of its domestic subsidiaries (collectively, the "Debtors") filed
voluntary petitions for relief under Chapter 11 of Title 11 of the United States
Code (as amended, the "Bankruptcy Code") with the United States Bankruptcy Court
for the Southern District of New York (the "Bankruptcy Court") and continued in
possession of their property and in the management of their businesses pursuant
to Bankruptcy Code Sections 1107 and 1108 and (ii) Eddie Bauer Canada, Inc.
("Eddie Bauer Canada") obtained an order from the Superior Court of Justice
(Ontario) (the "Canadian Bankruptcy Court") pursuant to Section 18.6 of the
Companies' Creditors Arrangement Act (Canada) (the "CCAA") recognizing certain
orders of the Bankruptcy Court;

          WHEREAS, (i) on May 25, 2005, the Bankruptcy Court entered an order
(the "Confirmation Order") confirming the Debtors' Modified First Amended Joint
Plan of Reorganization under Chapter 11 of the Bankruptcy Code, dated as of May
23, 2005 (as in effect on the date of confirmation thereof pursuant to the
Confirmation Order, the "Plan of Reorganization") and (ii) on May 27, 2005, the
Canadian Bankruptcy Court entered an order recognizing the Confirmation Order
entered by the Bankruptcy Court (the "Canadian Recognition Order"); and

          WHEREAS, in connection with confirmation and implementation of the
Plan of Reorganization, the Debtors have requested the Lenders to make loans and
other extensions of credit available to the Debtors to enable the Debtors to
finance the Plan of Reorganization and pay related fees and expenses, and the
Lenders have agreed, subject to the terms and conditions hereof, to enter into
this Agreement.

          Accordingly, the parties hereto hereby agree as follows:

                             SECTION 1. DEFINITIONS

          1.1 Defined Terms. As used in this Agreement, the terms listed in this
Section 1.1 shall have the respective meanings set forth in this Section 1.1.

          "ABL Facility": the revolving credit facility provided to the Borrower
and certain of its Subsidiaries pursuant to the ABL Facility Agreement and any
refinancings, renewals or extensions thereof in accordance with Section 6.2.

          "ABL Facility Agent": Bank of America, N.A., in its capacity as agent
under the ABL Facility Agreement, and any successor agent thereto.

          "ABL Facility Agreement": the Loan and Security Agreement, dated as of
the date hereof, among the Borrower, Holdings, the Subsidiaries of the Borrower
party thereto, the financial institutions named therein, and Bank of America,
N.A., as agent, Banc of America Securities LLC, as sole lead arranger and book
manager, Fleet Retail Group, Inc. and The CIT Group/Business Credit, Inc., as
co-

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                                                                               2


syndication agents, and General Electric Capital Corporation, as documentation
agent, together with all instruments and other agreements entered into by any
Group Member in connection therewith, in each case, as in effect on the date
hereof and as hereafter amended, supplemented or otherwise modified from time to
time in accordance with Section 6.9 or refinanced, renewed or extended in
accordance with Section 6.2.

          "ABR": for any day, a rate per annum (rounded upwards, if necessary,
to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on
such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2
of 1%. Any change in the ABR due to a change in the Prime Rate or the Federal
Funds Effective Rate shall be effective as of the opening of business on the
effective day of such change in the Prime Rate or the Federal Funds Effective
Rate, respectively.

          "ABR Loans": Loans the rate of interest applicable to which is based
upon the ABR.

          "Adjustment Date": as defined in the Pricing Grid.

          "Administrative Agent": JPMorgan Chase Bank, N.A., together with its
affiliates, as the arranger of the Commitments and as the administrative agent
for the Lenders under this Agreement and the other Loan Documents, together with
any of its successors.

          "Affiliate": as to any Person, any other Person that, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. For purposes of this definition, "control" of a Person means the
power, directly or indirectly, either to (a) vote 10% or more of the securities
having ordinary voting power for the election of directors (or persons
performing similar functions) of such Person or (b) direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise.

          "Agents": the collective reference to the Syndication Agent, the
Documentation Agent and the Administrative Agent.

          "Agreement": as defined in the preamble hereto.

          "Applicable Margin": for each Loan, the rate per annum equal to (a)
2.75%, in the case of Eurodollar Loans, and (b) 1.75%, in the case of ABR Loans;
provided that on and after the first Adjustment Date occurring after the
completion of four full fiscal quarters of the Borrower after the Closing Date,
the Applicable Margin with respect to the Loans will be determined pursuant to
the Pricing Grid; provided further that for each day after September 30, 2005
that the Borrower and its Subsidiaries shall have failed to ratify or confirm or
otherwise evidence the enforceability of Intellectual Property licensing
arrangements of the Group Members representing not less than $8,000,000 of the
aggregate annual revenues from the licensing of Intellectual Property by the
Group Members in accordance with the terms of Section 5.12(a), then the
Applicable Margin in respect of the Loans then in effect for such day shall be
increased by 0.25% until the date that such requirements shall have been
satisfied.

          "Approved Fund": as defined in Section 9.6(b).

          "Arrangers": J.P. Morgan Securities Inc. and GECC Capital Markets
Group, Inc., as joint lead arrangers and joint bookrunners.

          "Asset Sale": any Disposition of property or series of related
Dispositions of property (excluding any such Disposition permitted by clause
(a), (b), (c) or (d) of Section 6.5) that yields gross proceeds to any Group
Member (valued at the initial principal amount thereof in the case of non-cash

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                                                                               3


proceeds consisting of notes or other debt securities and valued at fair market
value in the case of other non-cash proceeds) in excess of $1,000,000.

          "Assignee": as defined in Section 9.6(b).

          "Assignment and Assumption": an Assignment and Assumption,
substantially in the form of Exhibit E.

          "Bankruptcy Code": as defined in the recitals hereto.

          "Bankruptcy Court": as defined in the recitals hereto.

          "Benefitted Lender": as defined in Section 9.7(a).

          "Board": the Board of Governors of the Federal Reserve System of the
United States (or any successor).

          "Borrower": as defined in the preamble hereto.

          "Business Day": a day other than a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
close, provided, that with respect to notices and determinations in connection
with, and payments of principal and interest on, Eurodollar Loans, such day is
also a day for trading by and between banks in Dollar deposits in the interbank
eurodollar market.

          "Canadian Bankruptcy Court": as defined in the recitals hereto.

          "Canadian Recognition Order": as defined in the recitals hereto.

          "Capital Expenditures": for any period, with respect to any Person,
the aggregate of all expenditures by such Person and its Subsidiaries for the
acquisition or leasing (pursuant to a capital lease) of fixed or capital assets
or additions to equipment (including replacements, capitalized repairs and
improvements during such period) that should be capitalized under GAAP on a
consolidated balance sheet of such Person and its Subsidiaries.

          "Capital Lease Obligations": as to any Person, the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as capital
leases on a balance sheet of such Person under GAAP and, for the purposes of
this Agreement, the amount of such obligations at any time shall be the
capitalized amount thereof at such time determined in accordance with GAAP.

          "Capital Stock": any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants, rights or options to purchase any of the foregoing.

          "Cash Equivalents": (a) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition; (b)
certificates of deposit, time deposits, eurodollar time deposits or overnight
bank deposits having maturities of six months or less from the date of
acquisition issued by any Lender or by any commercial

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                                                                               4


bank organized under the laws of the United States or any state thereof having
combined capital and surplus of not less than $500,000,000; (c) commercial paper
of an issuer rated at least A-1 by Standard & Poor's Ratings Services ("S&P") or
P-1 by Moody's Investors Service, Inc. ("Moody's"), or carrying an equivalent
rating by a nationally recognized rating agency, if both of the two named rating
agencies cease publishing ratings of commercial paper issuers generally, and
maturing within six months from the date of acquisition; (d) repurchase
obligations of any Lender or of any commercial bank satisfying the requirements
of clause (b) of this definition, having a term of not more than 30 days, with
respect to securities issued or fully guaranteed or insured by the United States
government; (e) securities with maturities of one year or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States, by any political subdivision or taxing authority of any
such state, commonwealth or territory or by any foreign government, the
securities of which state, commonwealth, territory, political subdivision,
taxing authority or foreign government (as the case may be) are rated at least A
by S&P or A by Moody's; (f) securities with maturities of six months or less
from the date of acquisition backed by standby letters of credit issued by any
Lender or any commercial bank satisfying the requirements of clause (b) of this
definition; (g) money market mutual or similar funds that invest exclusively in
assets satisfying the requirements of clauses (a) through (f) of this
definition; or (h) money market funds that (i) comply with the criteria set
forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended,
(ii) are rated AAA by S&P and Aaa by Moody's and (iii) have portfolio assets of
at least $5,000,000,000.

          "CCAA": as defined in the recitals hereto.

          "Closing Date": the date on which the conditions precedent set forth
in Section 5.1 shall have been satisfied, which date is June 21, 2005.

          "Code": the Internal Revenue Code of 1986, as amended from time to
time.

          "Collateral": all property of the Loan Parties, now owned or hereafter
acquired, upon which a Lien is purported to be created by any Security Document.

          "Commonly Controlled Entity": an entity, whether or not incorporated,
that is under common control with the Borrower within the meaning of Section
4001(a)(14) of ERISA or is part of a group that includes the Borrower and that
is treated as a single employer under Section 414(b) or (c) of the Code.

          "Compliance Certificate": a certificate duly executed by a Responsible
Officer substantially in the form of Exhibit B.

          "Conduit Lender": any special purpose corporation organized and
administered by any Lender for the purpose of making Loans otherwise required to
be made by such Lender and designated by such Lender in a written instrument;
provided, that the designation by any Lender of a Conduit Lender shall not
relieve the designating Lender of any of its obligations to fund a Loan under
this Agreement if, for any reason, its Conduit Lender fails to fund any such
Loan, and the designating Lender (and not the Conduit Lender) shall have the
sole right and responsibility to deliver all consents and waivers required or
requested under this Agreement with respect to its Conduit Lender, and provided,
further, that no Conduit Lender shall (a) be entitled to receive any greater
amount pursuant to Sections 2.13, 2.14, 2.15 or 9.5 than the designating Lender
would have been entitled to receive in respect of the Loans made by such Conduit
Lender or (b) be deemed to have any Commitment.

          "Confidential Information Memorandum": the Confidential Information
Memorandum dated May 2005 and furnished to certain Lenders.

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                                                                               5


          "Confirmation Order": as defined in the recitals hereto.

          "Consolidated Current Assets": at any date, all amounts (other than
cash and Cash Equivalents) that would, in conformity with GAAP, be set forth
opposite the caption "total current assets" (or any like caption) on a
consolidated balance sheet of the Borrower and its Subsidiaries at such date.

          "Consolidated Current Liabilities": at any date, all amounts that
would, in conformity with GAAP, be set forth opposite the caption "total current
liabilities" (or any like caption) on a consolidated balance sheet of the
Borrower and its Subsidiaries at such date, but excluding the current portion of
any Funded Debt of the Borrower and its Subsidiaries.

          "Consolidated EBITDA": for any period, Consolidated Net Income for
such period plus, without duplication and to the extent reflected as a charge in
the statement of such Consolidated Net Income for such period, the sum of (a)
income tax expense, (b) interest expense, amortization or writeoff of debt
discount and debt issuance costs and commissions, discounts and other fees and
charges associated with Indebtedness (including the Loans), (c) depreciation and
amortization expense, (d) amortization of intangibles (including, but not
limited to, goodwill) and organization costs and (e) any extraordinary non-cash
expenses or losses (including, whether or not otherwise includable as a separate
item in the statement of such Consolidated Net Income for such period, non-cash
losses on sales of assets outside of the ordinary course of business), provided,
that the amounts referred to in this clause (e) shall not, in the aggregate,
exceed $5,000,000 for any fiscal year of the Borrower, and minus, (a) to the
extent included in the statement of such Consolidated Net Income for such
period, the sum of (i) interest income, (ii) any extraordinary, unusual or
non-recurring income or gains (including, whether or not otherwise includable as
a separate item in the statement of such Consolidated Net Income for such
period, gains on the sales of assets outside of the ordinary course of
business), (iii) income tax credits (to the extent not netted from income tax
expense) and (iv) any other non-cash income and (b) any cash payments made
during such period in respect of items described in clause (e) above subsequent
to the fiscal quarter in which the relevant non-cash expenses or losses were
reflected as a charge in the statement of Consolidated Net Income, all as
determined on a consolidated basis. Notwithstanding anything in this Agreement
to the contrary, for purposes of the fiscal quarters of the Borrower ending
January 1, 2005, March 31, 2005 and June 30, 2005, Consolidated EBITDA shall be
deemed to be $94,900,000, $3,500,000 and $18,200,000, respectively.

          "Consolidated EBITDAR": for any period, Consolidated EBITDA for such
period plus Consolidated Rent Expense for such period. Notwithstanding anything
in this Agreement to the contrary, for purposes of the fiscal quarters of the
Borrower ending January 1, 2005, March 31, 2005 and June 30, 2005, Consolidated
EBITDAR shall be deemed to be $115,200,000, $19,100,000 and $33,400,000,
respectively.

          "Consolidated Fixed Charge Coverage Ratio": for any period, the ratio
of (a) Consolidated EBITDAR for such period to (b) the sum (without duplication)
of (i) Consolidated Interest Expense for such period, (ii) Consolidated Rent
Expense for such period, (iii) the aggregate amount actually paid by the
Borrower and its Subsidiaries during such period on account of Capital
Expenditures (excluding the principal amount of Indebtedness (other than any
Loans) incurred in connection with such expenditures) and (iv) scheduled
payments made during such period on account of principal of Indebtedness of the
Borrower or any of its Subsidiaries (including scheduled principal payments in
respect of the Loans).

          "Consolidated Interest Expense": for any period, total cash interest
expense (including that attributable to Capital Lease Obligations) of the
Borrower and its Subsidiaries for such period with respect to all outstanding
Indebtedness of the Borrower and its Subsidiaries (including all commissions,

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                                                                               6


discounts and other fees and charges owed with respect to letters of credit and
bankers' acceptance financing and net costs under Swap Agreements in respect of
interest rates to the extent such net costs are allocable to such period in
accordance with GAAP).

          "Consolidated Leverage Ratio": as at the last day of any period, the
ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA for
such period. For purposes of Section 2.6, Consolidated EBITDA shall be
calculated as of the fiscal quarter most recently ended for which financial
statements have been delivered pursuant to Section 5.1.

          "Consolidated Net Income": for any period, the consolidated net income
(or loss) of the Borrower and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP; provided that there shall be excluded (a) the
income (or deficit) of any Person accrued prior to the date it becomes a
Subsidiary of the Borrower or is merged into or consolidated with the Borrower
or any of its Subsidiaries, (b) the income (or deficit) of any Person (other
than a Subsidiary of the Borrower) in which the Borrower or any of its
Subsidiaries has an ownership interest, except to the extent that any such
income is actually received by the Borrower or such Subsidiary in the form of
dividends or similar distributions, and (c) the undistributed earnings of any
Subsidiary of the Borrower to the extent that the declaration or payment of
dividends or similar distributions by such Subsidiary is not at the time
permitted by the terms of any Contractual Obligation (other than under any Loan
Document) or Requirement of Law applicable to such Subsidiary.

          "Consolidated Rent Expense": for any period, the aggregate amount of
fixed and contingent rentals payable by the Borrower and its Subsidiaries for
such period with respect to leases of real and personal property, determined on
a consolidated basis in accordance with GAAP.

          "Consolidated Total Debt": at any date, the aggregate principal amount
of all Indebtedness of the Borrower and its Subsidiaries at such date,
determined on a consolidated basis in accordance with GAAP; provided that at any
such date the amount of Indebtedness outstanding under the ABL Facility shall be
calculated as an average of the principal amount outstanding at the end of each
day for the prior 365 days.

          "Consolidated Working Capital": at any date, the excess of
Consolidated Current Assets on such date over Consolidated Current Liabilities
on such date.

          "Continuing Directors": the directors of Holdings on the Closing Date,
after giving effect to the Plan of Reorganization and the other transactions
contemplated hereby, and each other director, if, in each case, such other
director's nomination for election to the board of directors of Holdings is
recommended by at least 66(2/3)% of the then Continuing Directors.

          "Contractual Obligation": as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

          "Creditor Trust": the statutory trust being created under the Plan of
Reorganization pursuant to the Delaware Statutory Trust Act (12 Del. C. section
3801 et seq.) in which certain holders of Claims (as defined in the Plan of
Reorganization) against the Debtors will hold a beneficial interest as of the
Plan Effective Date.

          "Debtors": as defined in the recitals hereto.

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                                                                               7


          "Default": any of the events specified in Section 7, whether or not
any requirement for the giving of notice, the lapse of time, or both, has been
satisfied.

          "DIP Credit Facility": the debtor-in-possession financing facility
provided pursuant to the Second Amended and Restated Loan and Security
Agreement, dated as of March 15, 2005, among the Borrower, Spiegel, Inc.,
Spiegel Catalog, Inc., Ultimate Outlet, Inc. Newport News, Inc., Bank of
America, N.A., as agent, Banc of America Securities LLC, as sole lead arranger
and book manager, Fleet Retail Group, Inc. and The CIT Group/Business Credit,
Inc, as co-syndication agents, General Electric Capital Corporation, as
documentation agent, and the lenders from time to time party thereto, as
amended, supplemented or otherwise modified, together with all instruments and
other agreements entered into by the Borrower, any Debtor or any other Group
Member in connection therewith.

          "Disclosure Statement": the First Amended Disclosure Statement
Pursuant to Section 1125 of the Bankruptcy Code for the First Amended Joint Plan
of Reorganization of Affiliated Debtors, dated as of March 28, 2005, approved by
the Bankruptcy Court on March 29, 2005, describing the Plan of Reorganization
and distributed to holders of claims in connection with voting on the Plan of
Reorganization.

          "Disposition": with respect to any property, any sale, lease, sale and
leaseback, assignment, conveyance, transfer or other disposition thereof. The
terms "Dispose" and "Disposed of" shall have correlative meanings.

          "Documentation Agent": as defined in the preamble hereto.

          "Dollars" and "$": dollars in lawful currency of the United States.

          "Domestic Subsidiary": any Subsidiary of the Borrower organized under
the laws of any jurisdiction within the United States.

          "ECF Percentage": 50%; provided, that, with respect to each fiscal
year of the Borrower ending after December 31, 2005, the ECF Percentage shall be
reduced to 25% if the Consolidated Leverage Ratio as of the last day of such
fiscal year is not greater than 1.75 to 1.00.

          "Eddie Bauer Canada": as defined in the recitals hereto.

          "Environmental Laws": any and all foreign, Federal, state, local or
municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees, requirements of any Governmental Authority or other Requirements of Law
(including common law) regulating, relating to or imposing liability or
standards of conduct concerning protection of the environment, or of human
health as such relates to exposure to hazardous or deleterious materials, or
employee health and safety as such relates to exposure to hazardous or
deleterious materials, as has been, is now or may at any time hereafter be in
effect.

          "Environmental Permits": any and all permits, licenses, approvals,
registrations, notifications, exemptions and any other authorization required
under any Environmental Law.

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

          "Eurocurrency Reserve Requirements": for any day as applied to a
Eurodollar Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on such day
(including basic, supplemental, marginal and emergency reserves)

<PAGE>

                                                                               8


under any regulations of the Board or other Governmental Authority having
jurisdiction with respect thereto dealing with reserve requirements prescribed
for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board) maintained by a member bank of the Federal Reserve
System.

          "Eurodollar Base Rate": with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, the rate per annum determined on the
basis of the rate for deposits in Dollars for a period equal to such Interest
Period commencing on the first day of such Interest Period appearing on Page
3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days
prior to the beginning of such Interest Period. In the event that such rate does
not appear on Page 3750 of the Telerate screen (or otherwise on such screen),
the "Eurodollar Base Rate" shall be determined by reference to such other
comparable publicly available service for displaying eurodollar rates as may be
selected by the Administrative Agent or, in the absence of such availability, by
reference to the rate at which the Administrative Agent is offered Dollar
deposits at or about 11:00 A.M., New York City time, two Business Days prior to
the beginning of such Interest Period in the interbank eurodollar market where
its eurodollar and foreign currency and exchange operations are then being
conducted for delivery on the first day of such Interest Period for the number
of days comprised therein.

          "Eurodollar Loans": Loans the rate of interest applicable to which is
based upon the Eurodollar Rate.

          "Eurodollar Rate": with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, a rate per annum determined for such day
in accordance with the following formula (rounded upward to the nearest 1/100th
of 1%):

                              Eurodollar Base Rate
                    ----------------------------------------
                    1.00 - Eurocurrency Reserve Requirements

          "Eurodollar Tranche": the collective reference to Eurodollar Loans the
then current Interest Periods with respect to all of which begin on the same
date and end on the same later date (whether or not such Loans shall originally
have been made on the same day).

          "Event of Default": any of the events specified in Section 7, provided
that any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

          "Excess Cash Flow": for any fiscal year of the Borrower (or in the
case of the 2005 fiscal year of the Borrower, the period from the beginning of
the fiscal month following the Closing Date through December 31, 2005), the
excess, if any, of (a) the sum, without duplication, of (i) Consolidated Net
Income for such fiscal year or such period, as applicable, (ii) the amount of
all non-cash charges (including depreciation and amortization) deducted in
arriving at such Consolidated Net Income, (iii) decreases in Consolidated
Working Capital for such fiscal year or such period, as applicable, (iv) the
aggregate net amount of non-cash loss on the Disposition of property by the
Borrower and its Subsidiaries during such fiscal year or such period, as
applicable (other than sales of inventory in the ordinary course of business),
to the extent deducted in arriving at such Consolidated Net Income and (v)
income tax expense of the Borrower and its Subsidiaries for such fiscal year or
such period, as applicable, over (b) the sum, without duplication, of (i) the
amount of all non-cash credits included in arriving at such Consolidated Net
Income, (ii) the aggregate amount actually paid by the Borrower and its
Subsidiaries in cash during such fiscal year or such period, as applicable, on
account of Capital Expenditures (excluding the principal amount of Indebtedness
incurred in connection with such expenditures and any such expenditures financed
with the proceeds of any Reinvestment Deferred Amount), (iii) the aggregate
amount of all optional prepayments of the Loans during such fiscal year or such
period, as applicable, (iv)

<PAGE>

                                                                               9


the aggregate amount of all regularly scheduled principal payments of Funded
Debt (including the Loans) of the Borrower and its Subsidiaries made during such
fiscal year or such period, as applicable (other than in respect of any
revolving credit facility to the extent there is not an equivalent permanent
reduction in commitments thereunder), (v) increases in Consolidated Working
Capital for such fiscal year or such period, as applicable, (vi) the aggregate
net amount of non-cash gain on the Disposition of property by the Borrower and
its Subsidiaries during such fiscal year or such period, as applicable (other
than sales of inventory in the ordinary course of business), to the extent
included in arriving at such Consolidated Net Income and (vii) income taxes
actually paid by the Borrower and its Subsidiaries during such fiscal year or
such period, as applicable.

          "Excess Cash Flow Application Date": as defined in Section 2.6(d).

          "Excluded Foreign Subsidiary": any Foreign Subsidiary in respect of
which either (a) the pledge of all of the Capital Stock of such Subsidiary as
Collateral or (b) the guaranteeing by such Subsidiary of the Obligations, would,
in the good faith judgment of the Borrower, result in adverse tax consequences
to the Borrower or could reasonably be expected to violate any Requirement of
Law binding on a Foreign Subsidiary or its property or directors.

          "Facility": the Term Commitments and the Loans made thereunder.

          "Federal Funds Effective Rate": for any day, the weighted average of
the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for the day of such transactions received by JPMorgan Chase Bank,
N.A. from three federal funds brokers of recognized standing selected by it.

          "Foreign Subsidiary": any Subsidiary of the Borrower that is not a
Domestic Subsidiary.

          "Funded Debt": as to any Person, all Indebtedness of such Person that
matures more than one year from the date of its creation or matures within one
year from such date but is renewable or extendible, at the option of such
Person, to a date more than one year from such date or arises under a revolving
credit or similar agreement that obligates the lender or lenders to extend
credit during a period of more than one year from such date, including all
current maturities and current sinking fund payments in respect of such
Indebtedness whether or not required to be paid within one year from the date of
its creation and, in the case of the Borrower, Indebtedness in respect of the
Loans.

          "Funding Office": the office of the Administrative Agent specified in
Section 9.2 or such other office as may be specified from time to time by the
Administrative Agent as its funding office by written notice to the Borrower and
the Lenders.

          "GAAP": generally accepted accounting principles in the United States
as in effect from time to time, except that for purposes of Section 6.1, GAAP
shall be determined on the basis of such principles in effect on the date hereof
and consistent with those used in the preparation of the most recent audited
financial statements referred to in Section 3.1(b). In the event that any
"Accounting Change" (as defined below) shall occur and such change results in a
change in the method of calculation of financial covenants, standards or terms
in this Agreement, then the Borrower and the Administrative Agent agree to enter
into negotiations in order to amend such provisions of this Agreement so as to
reflect equitably such Accounting Changes with the desired result that the
criteria for evaluating the Borrower's financial condition shall be the same
after such Accounting Changes as if such Accounting Changes had not been made.
Until such time as such an amendment shall have been executed and delivered by
the Borrower,

<PAGE>

                                                                              10


the Administrative Agent and the Required Lenders, all financial covenants,
standards and terms in this Agreement shall continue to be calculated or
construed as if such Accounting Changes had not occurred. "Accounting Changes"
refers to changes in accounting principles required by the promulgation of any
rule, regulation, pronouncement or opinion by the Financial Accounting Standards
Board of the American Institute of Certified Public Accountants or, if
applicable, the SEC.

          "Governmental Authority": any nation or government, any state or other
political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners).

          "Group Members": the collective reference to Holdings, the Borrower
and their respective Subsidiaries.

          "Guarantee and Collateral Agreement": the Guarantee and Collateral
Agreement to be executed and delivered by Holdings, the Borrower and each
Subsidiary Guarantor, substantially in the form of Exhibit A.

          "Guarantee Obligation": as to any Person (the "guaranteeing person"),
any obligation, including a reimbursement, counterindemnity or similar
obligation, of the guaranteeing Person that guarantees or in effect guarantees,
or which is given to induce the creation of a separate obligation by another
Person (including any bank under any letter of credit) that guarantees or in
effect guarantees, any Indebtedness, leases, dividends or other obligations (the
"primary obligations") of any other third Person (the "primary obligor") in any
manner, whether directly or indirectly, including any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such primary
obligation or any property constituting direct or indirect security therefor,
(ii) to advance or supply funds (1) for the purchase or payment of any such
primary obligation or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the owner of any such primary
obligation against loss in respect thereof; provided, however, that the term
Guarantee Obligation shall not include endorsements of instruments for deposit
or collection in the ordinary course of business. The amount of any Guarantee
Obligation of any guaranteeing person shall be deemed to be the lower of (a) an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Guarantee Obligation is made and (b) the maximum amount
for which such guaranteeing person may be liable pursuant to the terms of the
instrument embodying such Guarantee Obligation, unless such primary obligation
and the maximum amount for which such guaranteeing person may be liable are not
stated or determinable, in which case the amount of such Guarantee Obligation
shall be such guaranteeing person's maximum reasonably anticipated liability in
respect thereof as determined by the Borrower in good faith.

          "Guarantors": the collective reference to Holdings and the Subsidiary
Guarantors.

          "Holdings": as defined in the preamble hereto.

          "Indebtedness": of any Person at any date, without duplication, (a)
all indebtedness of such Person for borrowed money, (b) all obligations of such
Person for the deferred purchase price of property or services (other than
current trade payables incurred in the ordinary course of such Person's
business), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all indebtedness created or arising
under any conditional sale or other title retention

<PAGE>

                                                                              11


agreement with respect to property acquired by such Person (even though the
rights and remedies of the seller or lender under such agreement in the event of
default are limited to repossession or sale of such property), (e) all Capital
Lease Obligations of such Person, (f) all obligations of such Person, contingent
or otherwise, as an account party or applicant under or in respect of
acceptances, letters of credit, surety bonds or similar arrangements, (g) the
liquidation value of all mandatorily redeemable preferred Capital Stock of such
Person, (h) all Guarantee Obligations of such Person in respect of obligations
of the kind referred to in clauses (a) through (g) above, (i) all obligations of
the kind referred to in clauses (a) through (h) above secured by (or for which
the holder of such obligation has an existing right, contingent or otherwise, to
be secured by) any Lien on property (including accounts and contract rights)
owned by such Person, whether or not such Person has assumed or become liable
for the payment of such obligation, and (j) for the purposes of Section 7(e)
only, all obligations of such Person in respect of Swap Agreements. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness expressly provide that such Person is not liable
therefor.

          "Insolvency": with respect to any Multiemployer Plan, the condition
that such Multiemployer Plan is insolvent within the meaning of Section 4245 of
ERISA.

          "Insolvent": pertaining to a condition of Insolvency.

          "Intellectual Property": the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including
copyrights, copyright licenses, patents, patent licenses, trademarks, trademark
licenses, technology, know-how and processes, and all rights to sue at law or in
equity for any infringement or other impairment thereof, including the right to
receive all proceeds and damages therefrom.

          "Intercreditor Agreement": an Intercreditor Agreement to be executed
and delivered by the Borrower, each Guarantor, the ABL Facility Agent and the
Administrative Agent on the Closing Date, substantially in the form of Exhibit
G.

          "Interest Payment Date": (a) as to any ABR Loan, the last day of each
March, June, September and December to occur while such Loan is outstanding and
the final maturity date of such Loan, (b) as to any Eurodollar Loan having an
Interest Period of three months or less, the last day of such Interest Period,
(c) as to any Eurodollar Loan having an Interest Period longer than three
months, each day that is three months, or a whole multiple thereof, after the
first day of such Interest Period and the last day of such Interest Period and
(d) as to any Loan, the date of any repayment or prepayment made in respect
thereof.

          "Interest Period": as to any Eurodollar Loan, (a) initially, the
period commencing on the borrowing or conversion date, as the case may be, with
respect to such Eurodollar Loan and ending one, two, three or six (or, if agreed
to by all Lenders, nine or twelve) months thereafter, as selected by the
Borrower in its notice of borrowing or notice of conversion, as the case may be,
given with respect thereto; and (b) thereafter, each period commencing on the
last day of the next preceding Interest Period applicable to such Eurodollar
Loan and ending one, two, three or six (or, if agreed to by all Lenders, nine or
twelve) months thereafter, as selected by the Borrower by irrevocable notice to
the Administrative Agent not later than 1:00 P.M., New York City time, on the
date that is three Business Days prior to the last day of the then current
Interest Period with respect thereto; provided that, all of the foregoing
provisions relating to Interest Periods are subject to the following:

<PAGE>

                                                                              12


          (i) if any Interest Period would otherwise end on a day that is not a
     Business Day, such Interest Period shall be extended to the next succeeding
     Business Day unless the result of such extension would be to carry such
     Interest Period into another calendar month in which event such Interest
     Period shall end on the immediately preceding Business Day;

          (ii) the Borrower may not select an Interest Period that would extend
     beyond the date final payment is due on the Loans; and

          (iii) any Interest Period that begins on the last Business Day of a
     calendar month (or on a day for which there is no numerically corresponding
     day in the calendar month at the end of such Interest Period) shall end on
     the last Business Day of a calendar month.

          "Investments": as defined in Section 6.8.

          "Joint Ventures": the joint ventures pursuant to the joint venture
agreements as in effect on the Closing Date (other than any modifications from
time to time after the Closing Date with respect to the rate of royalties to be
paid by such joint ventures to the Borrower in connection with the use of
trademarks and logos of the Borrower) with Eddie Bauer Japan, Inc. and Eddie
Bauer GmbH Germany.

          "Joint Venture Investments": Investments in the Joint Ventures.

          "Lenders": as defined in the preamble hereto; provided, that unless
the context otherwise requires, each reference herein to the Lenders shall be
deemed to include any Conduit Lender.

          "Lien": any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or
other title retention agreement and any capital lease having substantially the
same economic effect as any of the foregoing). For purposes hereof, any licenses
granted by a Loan Party to third parties to use Intellectual Property owned or
developed by such Loan Party shall not constitute a "Lien" on such Intellectual
Property.

          "Loan": any loan made by any Lender pursuant to this Agreement.

          "Loan Documents": this Agreement, the Security Documents, the Notes,
all other agreements executed in connection with this Agreement in favor of the
Administrative Agent, the Arrangers and Credit Suisse, and any amendment,
waiver, supplement or other modification to any of the foregoing.

          "Loan Parties": each Group Member that is a party to a Loan Document.

          "Material Adverse Effect": a material adverse effect on (a) the
business, property, operations, condition (financial or otherwise) or prospects
of the Borrower and its Subsidiaries taken as a whole or (b) the validity or
enforceability of this Agreement or any of the other Loan Documents or the
rights or remedies of the Administrative Agent or the Lenders hereunder or
thereunder.

          "Materials of Environmental Concern": any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products, asbestos,
molds, polychlorinated biphenyls, urea-formaldehyde insulation, radioactivity or
any other substances, materials or wastes that is regulated pursuant to or could
give rise to liability under any Environmental Law.

<PAGE>

                                                                              13


          "Maturity Date": June 21, 2011.

          "Minority Banks": as defined in Section 9.1(b).

          "Mortgaged Property": the real property listed on Schedule 1.1B, as to
which the Administrative Agent for the benefit of the Lenders shall be granted a
Lien pursuant to the Mortgage.

          "Mortgage": each of the mortgages and deeds of trust made by any Loan
Party in favor of, or for the benefit of, the Administrative Agent for the
benefit of the Lenders, substantially in the form of Exhibit D (with such
changes thereto as shall be advisable under the law of the jurisdiction in which
such mortgage or deed of trust is to be recorded).

          "Multiemployer Plan": a multiemployer plan as defined in Section
4001(a)(3) of ERISA, and which is subject to Title IV of ERISA, to which the
Borrower or any Commonly Controlled Entity is making or accruing an obligation
to make contributions, or has within any of the preceding six plan years made or
accrued an obligation to make contributions.

          "Net Cash Proceeds": (a) in connection with any Asset Sale or any
Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents
(including any such proceeds received by way of deferred payment of principal
pursuant to a note or installment receivable or purchase price adjustment
receivable or otherwise, but only as and when received), net of attorneys' fees,
accountants' fees, investment banking fees, amounts required to be applied to
the repayment of Indebtedness secured by a Lien expressly permitted hereunder on
any asset that is the subject of such Asset Sale or Recovery Event (other than
any Lien pursuant to a Security Document) and other customary fees and expenses
actually incurred in connection therewith and net of taxes paid or reasonably
estimated to be payable as a result thereof (after taking into account any
available tax credits or deductions and any tax sharing arrangements) and (b) in
connection with any issuance or sale of Capital Stock or any incurrence of
Indebtedness, the cash proceeds received from such issuance or incurrence, net
of attorneys' fees, investment banking fees, accountants' fees, underwriting
discounts and commissions and other customary fees and expenses actually
incurred in connection therewith; provided that there shall be excluded any
funds received in connection with the exercise of any stock option or similar
equity rights granted to employees or directors of Holdings or any of its
Subsidiaries.

          "Non-Excluded Taxes": as defined in Section 2.14(a).

          "Non-U.S. Lender": as defined in Section 2.14(d).

          "Notes": the collective reference to any promissory note evidencing
Loans.

          "Obligations": the unpaid principal of and interest on (including
interest accruing after the maturity of the Loans and interest accruing after
the filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Borrower, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding)
the Loans and all other obligations and liabilities of the Borrower to the
Administrative Agent or to any Lender, whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of, or in connection with, this Agreement, any other Loan
Document or any other document made, delivered or given in connection herewith
or therewith, whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses (including all fees, charges and
disbursements of counsel to the Administrative Agent or to any Lender that are
required to be paid by the Borrower pursuant hereto) or otherwise.

<PAGE>

                                                                              14


          "Other Taxes": any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement or any other Loan Document.

          "Participant": as defined in Section 9.6(c).

          "Patriot Act": the USA Patriot Act, Title III of Pub. L. 107-56,
signed into law on October 26, 2001.

          "PBGC": the Pension Benefit Guaranty Corporation established pursuant
to Subtitle A of Title IV of ERISA (or any successor).

          "Permitted Exceptions": as defined in the Mortgages.

          "Person": an individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association,
joint venture, Governmental Authority or other entity of whatever nature.

          "Petition Date": as defined in the recitals hereto.

          "Plan": at a particular time, any employee benefit plan that is
covered by ERISA and in respect of which the Borrower or a Commonly Controlled
Entity is (or, if such plan were terminated at such time, would reasonably be
expected to, under Section 4069 of ERISA, be deemed to be) an "employer" as
defined in Section 3(5) of ERISA.

          "Plan Effective Date": June 21, 2005, the date on which the Plan of
Reorganization became effective as provided therein.

          "Plan of Reorganization": as defined in the recitals hereto.

          "Pricing Grid": the table set forth below.

<TABLE>
<CAPTION>
      Consolidated Leverage Ratio         Applicable Margin for Eurodollar Loans   Applicable Margin for ABR Loans
      ---------------------------         --------------------------------------   -------------------------------
<S>                                       <C>                                      <C>
 Greater than or equal to 2.75 to 1.00                    3.00%                                 2.00%
Less than 2.75 to 1.00 but greater than                   2.75%                                 1.75%
       or equal to 1.75 to 1.00
        Less than 1.75 to 1.00                            2.50%                                 1.50%
</TABLE>

          For the purposes of the Pricing Grid, any changes in the Applicable
Margin resulting from changes in the Consolidated Leverage Ratio shall become
effective on the date (the "Adjustment Date") that is three Business Days after
the date on which financial statements are delivered to the Lenders pursuant to
Section 5.1 and shall remain in effect until the next change to be effected
pursuant to this paragraph. If any financial statements referred to above are
not delivered within the time periods specified in Section 5.1, then, until the
date that is three Business Days after the date on which such

<PAGE>

                                                                              15


financial statements are delivered, the highest rate set forth in each column of
the Pricing Grid shall apply. In addition, at all times while an Event of
Default shall have occurred and be continuing, the highest rate set forth in
each column of the Pricing Grid shall apply. Each determination of the
Consolidated Leverage Ratio pursuant to the Pricing Grid shall be made in a
manner consistent with the determination thereof pursuant to Section 6.1.

          "Prime Rate": the rate of interest per annum publicly announced from
time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its
principal office in New York City (the Prime Rate not being intended to be the
lowest rate of interest charged by JPMorgan Chase Bank, N.A. in connection with
extensions of credit to debtors).

          "Pro Forma Balance Sheet": as defined in Section 3.1(a).

          "Pro Forma Statement of Operations": as defined in Section 3.1(a).

          "Projections": as defined in Section 5.2(c).

          "Recovery Event": any settlement of or payment in excess of $1,000,000
in respect of any property or casualty insurance claim or any condemnation
proceeding relating to any asset of any Group Member.

          "Register": as defined in Section 9.6(b).

          "Regulation U": Regulation U of the Board as in effect from time to
time.

          "Reinvestment Deferred Amount": with respect to any Reinvestment
Event, the aggregate Net Cash Proceeds received by any Group Member in
connection therewith that are not applied to prepay the Loans pursuant to
Section 2.6(b) as a result of the delivery of a Reinvestment Notice.

          "Reinvestment Event": any Asset Sale or Recovery Event in respect of
which the Borrower has delivered a Reinvestment Notice.

          "Reinvestment Notice": a written notice executed by a Responsible
Officer stating that no Event of Default has occurred and is continuing and that
the Borrower (directly or indirectly through a Subsidiary) intends and expects
to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or
Recovery Event to acquire or repair assets useful in its business.

          "Reinvestment Prepayment Amount": with respect to any Reinvestment
Event, the Reinvestment Deferred Amount relating thereto less any amount
expended prior to the relevant Reinvestment Prepayment Date to acquire or repair
assets useful in the Borrower's business.

          "Reinvestment Prepayment Date": with respect to any Reinvestment
Event, the earlier of (a) the date occurring six months after such Reinvestment
Event; provided that such period may be extended, for a period of up to an
additional three months, if at the time of expiration of such six months the
Borrower or the relevant Subsidiary has entered into an agreement to acquire or
repair assets useful in the Borrower's business with the relevant Reinvestment
Deferred Amount and (b) the date on which the Borrower shall have determined not
to acquire or repair assets useful in the Borrower's business with all or any
portion of the relevant Reinvestment Deferred Amount.

          "Reorganization": with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.

<PAGE>

                                                                              16


          "Reportable Event": any of the events set forth in Section 4043(c) of
ERISA, other than (i) those events as to which the thirty day notice period is
waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg.
Section 4043, (ii) the commencement by the Debtors of their Chapter 11 cases on
the Petition Date and (iii) any other events that would otherwise be "Reportable
Events" (within the meaning of Section 4043(c) of ERISA) but which have occurred
in connection with transactions approved by the Bankruptcy Court prior to the
Plan Effective Date, including the confirmation of the Plan of Reorganization.

          "Required Lenders": at any time, the holders of more than 50% of (a)
until the Closing Date, the Commitments then in effect and (b) thereafter, the
aggregate unpaid principal amount of the Loans then outstanding.

          "Requirement of Law": as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

          "Responsible Officer": the chief executive officer, president, vice
president and controller, or chief financial officer of the Borrower, but in any
event, with respect to financial matters, the chief financial officer,
treasurer, vice president and controller or chief accounting officer of the
Borrower.

          "Restricted Payments": as defined in Section 6.6.

          "SEC": the Securities and Exchange Commission, any successor thereto
and any analogous Governmental Authority.

          "Securitization Note": the promissory note, dated the Plan Effective
Date, to be issued by Holdings to the Creditor Trust that shall entitle the
holder of the note to receive Net Securitization Interests Payments (as defined
therein) paid from funds received from the Securitization Subsidiaries in
respect of any securitization interests held by either Securitization Subsidiary
as of the Plan Effective Date.

          "Securitization Subsidiaries": the collective reference to Spiegel
Acceptance Corporation and Financial Services Acceptance Corporation, each a
Delaware corporation and a direct Subsidiary of Holdings.

          "Security Documents": the collective reference to the Guarantee and
Collateral Agreement, the Mortgage and all other security documents hereafter
delivered to the Administrative Agent granting a Lien on any property of any
Person to secure the obligations and liabilities of any Loan Party under any
Loan Document.

          "Single Employer Plan": any Plan that is covered by Title IV of ERISA,
but that is not a Multiemployer Plan.

          "Solvent": when used with respect to any Person, means that, as of any
date of determination, (a) the amount of the "present fair saleable value" of
the assets of such Person will, as of such date, exceed the amount of all
"liabilities of such Person, contingent or otherwise", as of such date, as such
quoted terms are determined in accordance with applicable federal and state laws
governing determinations of the insolvency of debtors, (b) the present fair
saleable value of the assets of such Person will, as of such date, be greater
than the amount that will be required to pay the liability of such Person on

<PAGE>

                                                                              17


its debts as such debts become absolute and matured, (c) such Person will not
have, as of such date, an unreasonably small amount of capital with which to
conduct its business, and (d) such Person will be able to pay its debts as they
mature. For purposes of this definition, (i) "debt" means liability on a
"claim", and (ii) "claim" means any (x) right to payment, whether or not such a
right is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured
or (y) right to an equitable remedy for breach of performance if such breach
gives rise to a right to payment, whether or not such right to an equitable
remedy is reduced to judgment, fixed, contingent, matured or unmatured,
disputed, undisputed, secured or unsecured.

          "Specified Change of Control": a "Change of Control" (or any other
defined term having a similar purpose) as defined in any ABL Facility.

          "Subsidiary": as to any Person, a corporation, partnership, limited
liability company or other entity of which shares of stock or other ownership
interests having ordinary voting power (other than stock or such other ownership
interests having such power only by reason of the happening of a contingency) to
elect a majority of the board of directors or other managers of such
corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer
to a Subsidiary or Subsidiaries of the Borrower.

          "Subsidiary Guarantor": each Subsidiary of the Borrower other than any
Excluded Foreign Subsidiary.

          "Swap Agreement": any agreement with respect to any swap, forward,
future or derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, commodities, equity or
debt instruments or securities, or economic, financial or pricing indices or
measures of economic, financial or pricing risk or value or any similar
transaction or any combination of these transactions; provided that no phantom
stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of
the Borrower or any of its Subsidiaries shall be a "Swap Agreement".

          "Syndication Agent": as defined in the preamble hereto.

          "Term Commitment": as to any Lender, the obligation of such Lender to
make a Loan to the Borrower in a principal amount not to exceed the amount set
forth under the heading "Term Commitment" opposite such Lender's name on
Schedule 1.1A. The original aggregate amount of the Term Commitments is
$300,000,000.

          "Term Percentage": as to any Term Lender at any time, the percentage
which such Lender's Term Commitment then constitutes of the Term Commitments
(or, at any time after the Closing Date, the percentage which the aggregate
principal amount of such Lender's Loans then outstanding constitutes of the
aggregate principal amount of the Loans then outstanding).

          "Transactions": the consummation of the Plan of Reorganization,
including the entering into and funding of the ABL Facility and the Loans
hereunder and all related transactions contemplated thereby and hereby.

          "Transferee": any Assignee or Participant.

          "Type": as to any Loan, its nature as an ABR Loan or a Eurodollar
Loan.

<PAGE>

                                                                              18


          "United States": the United States of America.

          "Wholly Owned Subsidiary": as to any Person, any other Person all of
the Capital Stock of which (other than directors' qualifying shares required by
law) is owned by such Person directly and/or through other Wholly Owned
Subsidiaries.

          "Wholly Owned Subsidiary Guarantor": any Subsidiary Guarantor that is
a Wholly Owned Subsidiary of the Borrower.

          1.2 Other Definitional Provisions. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the other Loan Documents or any certificate or other document made
or delivered pursuant hereto or thereto.

          (b) As used herein and in the other Loan Documents, and any
certificate or other document made or delivered pursuant hereto or thereto, (i)
accounting terms relating to any Group Member not defined in Section 1.1 and
accounting terms partly defined in Section 1.1, to the extent not defined, shall
have the respective meanings given to them under GAAP, (ii) the words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation", (iii) the word "incur" shall be construed to mean incur, create,
issue, assume, become liable in respect of or suffer to exist (and the words
"incurred" and "incurrence" shall have correlative meanings), (iv) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, Capital Stock, securities, revenues, accounts, leasehold
interests and contract rights, and (v) references to agreements or other
Contractual Obligations shall, unless otherwise specified, be deemed to refer to
such agreements or Contractual Obligations as amended, supplemented, restated or
otherwise modified from time to time.

          (c) The words "hereof", "herein" and "hereunder" and words of similar
import, when used in this Agreement, shall refer to this Agreement as a whole
and not to any particular provision of this Agreement, and Section, Schedule and
Exhibit references are to this Agreement unless otherwise specified.

          (d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

                 SECTION 2. AMOUNT AND TERMS OF TERM COMMITMENTS

          2.1 Term Commitments. Subject to the terms and conditions hereof, each
Lender severally agrees to make a term loan to the Borrower on the Closing Date
in an amount equal to the amount of the Term Commitment of such Lender. The
Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by
the Borrower and notified to the Administrative Agent in accordance with
Sections 2.2 and 2.7.

          2.2 Procedure for Loan Borrowing. The Borrower shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 1:00 P.M., New York City time, one Business Day
prior to the anticipated Closing Date) requesting that the Lenders make the
Loans on the Closing Date. The Loans made on the Closing Date shall initially be
ABR Loans and, unless otherwise agreed by the Administrative Agent in its sole
discretion, no Loan may be converted into or continued as a Eurodollar Loan at
any time prior to the third Business Day after the Closing Date (the "Eurodollar
Date") and no Loan may be converted or continued as Eurodollar Loan having an
Interest Period in excess of one month prior to the date that is 30 days after
the Eurodollar Date. Upon receipt of such notice the Administrative Agent shall
promptly notify each Lender thereof.

<PAGE>

                                                                              19


Not later than 1:00 P.M., New York City time, on the Closing Date each Lender
shall make available to the Administrative Agent at the Funding Office an amount
in immediately available funds equal to the Loan to be made by such Lender. The
Administrative Agent shall credit the account of the Borrower on the books of
such office of the Administrative Agent with the aggregate of the amounts made
available to the Administrative Agent by the Lenders in immediately available
funds.

          2.3 Repayment of Loans. The Loans of each Lender shall mature in 24
consecutive quarterly installments, each of which shall be in an amount equal to
such Lender's Term Percentage multiplied by the amount set forth below opposite
such installment:

<TABLE>
<CAPTION>
    Installment      Principal Amount
    -----------      ----------------
<S>                  <C>
September 30, 2005     $    750,000
December 31, 2005      $    750,000
March 31, 2006         $    750,000
June 30, 2006          $    750,000
September 30, 2006     $    750,000
December 31, 2006      $    750,000
March 31, 2007         $    750,000
June 30, 2007          $    750,000
September 30, 2007     $    750,000
December 31, 2007      $    750,000
March 31, 2008         $    750,000
June 30, 2008          $    750,000
September 30, 2008     $    750,000
December 31, 2008      $    750,000
March 31, 2009         $    750,000
June 30, 2009          $    750,000
September 30, 2009     $    750,000
December 31, 2009      $    750,000
March 31, 2010         $    750,000
June 30, 2010          $    750,000
September 30, 2010     $    750,000
December 31, 2010      $    750,000
March 31, 2011         $    750,000
Maturity Date          $282,750,000
</TABLE>

          2.4 Fees, etc. The Borrower agrees to pay the fees in the amounts and
on the dates as set forth in any fee agreements between the Borrower and the
Administrative Agent or among the Borrower, the Agents and the Arrangers, and to
perform any other obligations contained therein.

          2.5 Optional Prepayments. The Borrower may at any time and from time
to time prepay the Loans, in whole or in part, without premium or penalty, upon
irrevocable notice delivered to the Administrative Agent no later than 1:00
P.M., New York City time, three Business Days prior thereto, in the case of
Eurodollar Loans, and no later than 1:00 P.M., New York City time, one Business
Day prior thereto, in the case of ABR Loans, which notice shall specify the date
and amount of prepayment and whether the prepayment is of Eurodollar Loans or
ABR Loans; provided that if a Eurodollar Loan is prepaid on any day other than
the last day of the Interest Period applicable thereto, the Borrower shall also
pay any amounts owing pursuant to Section 2.15; provided further that any
optional prepayment in full in respect of the Loans (x) with the proceeds of new
Loans under this Agreement or (y) with the proceeds from any facility with an
interest rate lower than the Applicable Margin in effect immediately prior to
such refinancing, in each case, on or prior to the first anniversary of the
Closing Date shall be

<PAGE>

                                                                              20


accompanied by a prepayment premium equal to 1% of the principal amount of such
prepayment. Upon receipt of any such notice the Administrative Agent shall
promptly notify each Lender. If any such notice is given, the amount specified
in such notice shall be due and payable on the date specified therein, together
with accrued interest to such date on the amount prepaid. Partial prepayments of
Loans shall be in an aggregate principal amount of $1,000,000 or a whole
multiple thereof.

          2.6 Mandatory Prepayments. (a) If any Capital Stock shall be issued or
sold by any Loan Party (excluding any Capital Stock of Holdings issued to
holders of claims pursuant to the Plan of Reorganization), an amount equal to
50% of the Net Cash Proceeds thereof shall be applied within two (2) Business
Days of receipt by any Loan Party of the Net Cash Proceeds from such issuance or
sale toward the prepayment of the Loans as set forth in Section 2.6(e); provided
that no prepayments of Net Cash Proceeds from such sale or issuance of any such
Capital Stock shall be applied to prepay the Loans if, at the time of such sale
or issuance, the Consolidated Leverage Ratio is less than 1.75 to 1.00.

          (b) If any Indebtedness shall be incurred by any Loan Party
(excluding, without duplication, (i) any Indebtedness incurred in accordance
Section 6.2, (ii) the ABL Facility and (iii) the Securitization Note), an amount
equal to 100% of the Net Cash Proceeds thereof shall be applied within two (2)
Business Days of such incurrence toward the prepayment of the Loans as set forth
in Section 2.6(e).

          (c) If on any date any Loan Party shall receive Net Cash Proceeds from
any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be
delivered in respect thereof, such Net Cash Proceeds shall be applied within two
(2) Business Days of receipt by any Loan Party of the Net Cash Proceeds toward
the prepayment of the Loans as set forth in Section 2.6(e); provided, that,
notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset
Sales that may be excluded from the foregoing requirement pursuant to a
Reinvestment Notice shall not exceed $1,000,000 in any fiscal year of the
Borrower, (ii) the aggregate Net Cash Proceeds of any Asset Sale in respect of
real property with a fair market value less than $3,000,000 may be excluded from
the foregoing requirement pursuant to a Reinvestment Notice during the term of
this Agreement so long as the applicable Loan Party reinvests such Net Cash
Proceeds in real property of like kind and value and (iii) on each Reinvestment
Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with
respect to the relevant Reinvestment Event shall be applied toward the
prepayment of the Loans as set forth in Section 2.6(e); provided further that
notwithstanding anything herein to the contrary, Net Cash Proceeds from any
Asset Sale or Recovery Event in respect of the Revolving Lender Priority
Collateral (as defined in the Intercreditor Agreement) shall be applied, first,
to the payment of the principal amount outstanding under the ABL Facility to the
extent required under the ABL Facility Agreement and, second, to the prepayment
of the Loans.

          (d) If, for any fiscal year of the Borrower commencing with the fiscal
year ending December 31, 2005, there shall be Excess Cash Flow, the Borrower
shall, on the relevant Excess Cash Flow Application Date, apply the ECF
Percentage of such Excess Cash Flow toward the prepayment of the Loans as set
forth in Section 2.6(e). Each such prepayment shall be made on a date (an
"Excess Cash Flow Application Date") no later than five Business Days after the
earlier of (i) the date on which the financial statements of the Borrower
referred to in Section 5.1(a), for the fiscal year with respect to which such
prepayment is made, are required to be delivered to the Administrative Agent and
(ii) the date such financial statements are actually delivered.

          (e) Amounts to be applied in connection with prepayments made pursuant
to this Section 2.6 shall be applied to the prepayment of the Loans in
accordance with Section 2.12(b). The application of any prepayment pursuant to
this Section 2.6 shall be made, first, to ABR Loans and, second, to Eurodollar
Loans. Each prepayment of the Loans under this Section 2.6 shall be accompanied
by accrued

<PAGE>

                                                                              21


interest to the date of such prepayment on the amount prepaid. If, pursuant to
this Section 2.6, Eurodollar Loans are required to be prepaid on a day no more
three Business Days prior to the last day of an Interest Period with respect
thereto, the Borrower may deposit cash in a cash collateral account established
with the Administrative Agent, for the benefit of the Lenders, on terms and
conditions satisfactory to the Administrative Agent to be held for application
to such Eurodollar Loans on the last day of the Interest Period with respect
thereto. Interest on any such Eurodollar Loans shall be payable at the then
applicable rate during the period that such cash remains in the cash collateral
account.

          2.7 Conversion and Continuation Options. (a) The Borrower may elect
from time to time to convert Eurodollar Loans to ABR Loans by giving the
Administrative Agent prior irrevocable notice of such election no later than
1:00 P.M., New York City time, on the Business Day preceding the proposed
conversion date, provided that any such conversion of Eurodollar Loans may only
be made on the last day of an Interest Period with respect thereto. The Borrower
may elect from time to time to convert ABR Loans to Eurodollar Loans by giving
the Administrative Agent prior irrevocable notice of such election no later than
1:00 P.M., New York City time, on the third Business Day preceding the proposed
conversion date (which notice shall specify the length of the initial Interest
Period therefor), provided that no ABR Loan may be converted into a Eurodollar
Loan when any Event of Default has occurred and is continuing and the
Administrative Agent or the Required Lenders have determined in its or their
sole discretion not to permit such conversions. Upon receipt of any such notice
the Administrative Agent shall promptly notify each Lender thereof.

          (b) Any Eurodollar Loan may be continued as such upon the expiration
of the then current Interest Period with respect thereto by the Borrower giving
irrevocable notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in Section 1.1, of
the length of the next Interest Period to be applicable to such Loans, provided
that no Eurodollar Loan may be continued as such when any Event of Default has
occurred and is continuing and the Administrative Agent has or the Required
Lenders have determined in its or their sole discretion not to permit such
continuations, and provided, further, that if the Borrower shall fail to give
any required notice as described above in this paragraph or if such continuation
is not permitted pursuant to the preceding proviso such Loans shall be
automatically converted to ABR Loans on the last day of such then expiring
Interest Period. Upon receipt of any such notice the Administrative Agent shall
promptly notify each Lender thereof.

          2.8 Limitations on Eurodollar Tranches. Notwithstanding anything to
the contrary in this Agreement, all borrowings, conversions and continuations of
Eurodollar Loans and all selections of Interest Periods shall be in such amounts
and be made pursuant to such elections so that, (a) after giving effect thereto,
the aggregate principal amount of the Eurodollar Loans comprising each
Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of
$1,000,000 in excess thereof and (b) no more than five Eurodollar Tranches shall
be outstanding at any one time.

          2.9 Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall
bear interest for each day during each Interest Period with respect thereto at a
rate per annum equal to the Eurodollar Rate determined for such day plus the
Applicable Margin.

          (b) Each ABR Loan shall bear interest at a rate per annum equal to the
ABR plus the Applicable Margin.

          (c) (i) If all or a portion of the principal amount of any Loan shall
not be paid when due (whether at the stated maturity, by acceleration or
otherwise), all outstanding Loans (whether or not overdue) shall bear interest
at a rate per annum equal to the rate that would otherwise be applicable thereto
pursuant to the foregoing provisions of this Section 2.9 plus 2% and (ii) if all
or a portion of any

<PAGE>

                                                                              22


interest payable on any Loan, any fee or other amount payable hereunder shall
not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall bear interest at a rate per annum equal to
the rate then applicable to ABR Loans plus 2%, in each case, with respect to
clauses (i) and (ii) above, from the date of such non-payment until such amount
is paid in full (as well after as before judgment).

          (d) Interest shall be payable in arrears on each Interest Payment
Date, provided that interest accruing pursuant to paragraph (c) of this Section
2.9 shall be payable from time to time on demand.

          2.10 Computation of Interest and Fees. (a) Interest and fees payable
pursuant hereto shall be calculated on the basis of a 360-day year for the
actual days elapsed, except that, with respect to ABR Loans the rate of interest
on which is calculated on the basis of the Prime Rate, the interest thereon
shall be calculated on the basis of a 365- (or 366-, as the case may be) day
year for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Borrower and the relevant Lenders of each determination
of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a
change in the ABR or the Eurocurrency Reserve Requirements shall become
effective as of the opening of business on the day on which such change becomes
effective. The Administrative Agent shall as soon as practicable notify the
Borrower and the relevant Lenders of the effective date and the amount of each
such change in interest rate.

          (b) Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to Section 2.9(a).

          2.11 Inability to Determine Interest Rate. If prior to the first day
of any Interest Period:

          (a) the Administrative Agent shall have determined (which
     determination shall be conclusive and binding upon the Borrower) that, by
     reason of circumstances affecting the relevant market, adequate and
     reasonable means do not exist for ascertaining the Eurodollar Rate for such
     Interest Period, or

          (b) the Administrative Agent shall have received notice from the
     Required Lenders that the Eurodollar Rate determined or to be determined
     for such Interest Period will not adequately and fairly reflect the cost to
     such Lenders (as conclusively certified by such Lenders) of making or
     maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the Lenders as soon as practicable thereafter. If such notice is
given (x) any Eurodollar Loans requested to be made on the first day of such
Interest Period shall be made as ABR Loans, (y) any Loans that were to have been
converted on the first day of such Interest Period to Eurodollar Loans shall be
continued as ABR Loans and (z) any outstanding Eurodollar Loans shall be
converted, on the last day of the then-current Interest Period, to ABR Loans.
Until such notice has been withdrawn by the Administrative Agent, no further
Eurodollar Loans shall be made or continued as such, nor shall the Borrower have
the right to convert Loans to Eurodollar Loans.

<PAGE>

                                                                              23


          2.12 Pro Rata Treatment and Payments. (a) Each borrowing by the
Borrower from the Lenders hereunder and each payment by the Borrower on account
of any fee payable to the Lenders shall be made pro rata according to the
respective Term Percentages of the Lenders.

          (b) Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Loans shall be made pro rata
according to the outstanding principal amounts of the Loans then held by the
Lenders. Prepayments of the Loans pursuant to Section 2.5 shall be applied,
first, to the immediately succeeding twelve months' scheduled amortization
payments in direct order of maturity and, second, to reduce all remaining
respective installments thereof ratably according to the amounts of such
installments after giving effect to all prior reductions thereto. The amount of
each principal prepayment of the Loans being made pursuant to Section 2.6 shall
be applied to reduce the then remaining installments of the Loans pro rata based
upon the then remaining principal amounts thereof after giving effect to all
prior reductions thereto. Amounts prepaid on account of the Loans may not be
reborrowed.

          (c) All payments (including prepayments) to be made by the Borrower
hereunder, whether on account of principal, interest, fees or otherwise, shall
be made without setoff or counterclaim and shall be made prior to 2:00 P.M., New
York City time, on the due date thereof to the Administrative Agent, for the
account of the Lenders, at the Funding Office, in Dollars and in immediately
available funds. The Administrative Agent shall distribute such payments to the
Lenders promptly upon receipt in like funds as received. If any payment
hereunder (other than payments on the Eurodollar Loans) becomes due and payable
on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day. If any payment on a Eurodollar Loan becomes due and
payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day unless the result of such extension
would be to extend such payment into another calendar month, in which event such
payment shall be made on the immediately preceding Business Day. In the case of
any extension of any payment of principal pursuant to the preceding two
sentences, interest thereon shall be payable at the then applicable rate during
such extension.

          (d) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If such amount is not made available to the Administrative
Agent by the required time on the Closing Date therefor, such Lender shall pay
to the Administrative Agent, on demand, such amount with interest thereon, at a
rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a
rate determined by the Administrative Agent in according with banking industry
rules on interbank compensation, for the period until the Lender makes such
amount immediately available to the Administrative Agent. A certificate of the
Administrative Agent submitted to any Lender with respect to any amounts owing
under this paragraph shall be conclusive in the absence of manifest error. If
such Lender's share of such borrowing is not made available to the
Administrative Agent by such Lender within three Business Days after the Closing
Date, the Administrative Agent shall also be entitled to recover such amounts
with interest thereon at the rate per annum applicable to ABR Loans, on demand,
from the Borrower.

          (e) Unless the Administrative Agent shall have been notified in
writing by the Borrower prior to the date of any payment due to be made by the
Borrower hereunder that the Borrower will not make such payment to the
Administrative Agent, the Administrative Agent may assume that the Borrower is
making such payment, and the Administrative Agent may, but shall not be required
to, in reliance upon such assumption, make available to the Lenders their
respective pro rata shares of a corresponding amount. If such payment is not
made to the Administrative Agent by the Borrower within three Business

<PAGE>

                                                                              24


Days after such due date, the Administrative Agent shall be entitled to recover,
on demand, from each Lender to which any amount which was made available
pursuant to the preceding sentence, such amount with interest thereon at the
rate per annum equal to the daily average Federal Funds Effective Rate. Nothing
herein shall be deemed to limit the rights of the Administrative Agent or any
Lender against the Borrower.

          2.13 Requirements of Law. (a) If the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof or compliance
by any Lender with any request or directive (whether or not having the force of
law) from any central bank or other Governmental Authority made subsequent to
the date hereof:

               (i) shall subject any Lender to any tax of any kind whatsoever
     with respect to this Agreement or any Eurodollar Loan made by it, or change
     the basis of taxation of payments to such Lender in respect thereof (except
     for Non-Excluded Taxes covered by Section 2.14 and changes in the rate of
     tax on the overall net income of such Lender);

               (ii) shall impose, modify or hold applicable any reserve, special
     deposit, compulsory loan or similar requirement against assets held by,
     deposits or other liabilities in or for the account of, advances, loans or
     other extensions of credit by, or any other acquisition of funds by, any
     office of such Lender that is not otherwise included in the determination
     of the Eurodollar Rate; or

               (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount that such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans, or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Borrower shall
promptly pay such Lender, upon its demand, any additional amounts necessary to
compensate such Lender for such increased cost or reduced amount receivable. If
any Lender becomes entitled to claim any additional amounts pursuant to this
paragraph, it shall promptly notify the Borrower (with a copy to the
Administrative Agent) of the event by reason of which it has become so entitled.

          (b) If any Lender shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder to a level below that which such Lender
or such corporation could have achieved but for such adoption, change or
compliance (taking into consideration such Lender's or such corporation's
policies with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time, after submission by such Lender to the
Borrower (with a copy to the Administrative Agent) of a written request
therefor, the Borrower shall pay to such Lender such additional amount or
amounts as will compensate such Lender or such corporation for such reduction.

          (c) A certificate as to any additional amounts payable pursuant to
this Section submitted by any Lender to the Borrower (with a copy to the
Administrative Agent) shall be conclusive in the absence of manifest error.
Notwithstanding anything to the contrary in this Section, the Borrower shall not
be required to compensate a Lender pursuant to this Section for any amounts
incurred more than six months prior to the date that such Lender notifies the
Borrower of such Lender's intention to claim compensation therefor; provided
that, if the circumstances giving rise to such claim have a retroactive

<PAGE>

                                                                              25


effect, then such six-month period shall be extended to include the period of
such retroactive effect. The obligations of the Borrower pursuant to this
Section shall survive the termination of this Agreement and the payment of the
Loans and all other amounts payable hereunder.

          2.14 Taxes. (a) All payments made by the Borrower under this Agreement
shall be made free and clear of, and without deduction or withholding for or on
account of, any present or future income, stamp or other taxes, levies, imposts,
duties, charges, fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental Authority, excluding
net income taxes and franchise taxes (imposed in lieu of net income taxes)
imposed on the Administrative Agent or any Lender as a result of a present or
former connection between the Administrative Agent or such Lender and the
jurisdiction of the Governmental Authority imposing such tax or any political
subdivision or taxing authority thereof or therein (other than any such
connection arising solely from the Administrative Agent or such Lender having
executed, delivered or performed its obligations or received a payment under, or
enforced, this Agreement or any other Loan Document). If any such non-excluded
taxes, levies, imposts, duties, charges, fees, deductions or withholdings
("Non-Excluded Taxes") or Other Taxes are required to be withheld from any
amounts payable to the Administrative Agent or any Lender hereunder, the amounts
so payable to the Administrative Agent or such Lender shall be increased to the
extent necessary to yield to the Administrative Agent or such Lender (after
payment of all Non-Excluded Taxes and Other Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement, provided, however, that the Borrower shall not be required to
increase any such amounts payable to any Lender with respect to any Non-Excluded
Taxes (i) that are attributable to such Lender's failure to comply with the
requirements of paragraph (d) or (e) of this Section or (ii) that are United
States withholding taxes imposed on amounts payable to such Lender at the time
such Lender becomes a party to this Agreement, except to the extent that such
Lender's assignor (if any) was entitled, at the time of assignment, to receive
additional amounts from the Borrower with respect to such Non-Excluded Taxes
pursuant to this paragraph.

          (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

          (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the
Borrower, as promptly as possible thereafter the Borrower shall send to the
Administrative Agent for its own account or for the account of the relevant
Lender, as the case may be, a certified copy of an original official receipt
received by the Borrower showing payment thereof to the extent such receipt is
reasonably available. If the Borrower fails to pay any Non-Excluded Taxes or
Other Taxes when due to the appropriate taxing authority or fails to remit to
the Administrative Agent the required receipts or other required documentary
evidence, the Borrower shall indemnify the Administrative Agent and the Lenders
for any incremental taxes, interest or penalties that may become payable by the
Administrative Agent or any Lender as a result of any such failure.

          (d) Each Lender (or Transferee) that is not a "U.S. Person" as defined
in Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall deliver to the
Borrower and the Administrative Agent (or, in the case of a Participant, to the
Lender from which the related participation shall have been purchased) two
copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or,
in the case of a Non-U.S. Lender claiming exemption from U.S. federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of "portfolio interest", a statement substantially in the form of
Exhibit H and a Form W-8BEN, or any subsequent versions thereof or successors
thereto, properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from, or a reduced rate of, U.S. federal withholding tax on
all payments by the Borrower under this Agreement and the other Loan Documents.
Such forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (or, in the case of any Participant, on or
before the date such

<PAGE>

                                                                              26


Participant purchases the related participation). In addition, each Non-U.S.
Lender shall deliver such forms promptly upon the obsolescence or invalidity of
any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender
shall promptly notify the Borrower at any time it determines that it is no
longer in a position to provide any previously delivered certificate to the
Borrower (or any other form of certification adopted by the U.S. taxing
authorities for such purpose). Notwithstanding any other provision of this
paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant
to this paragraph that such Non-U.S. Lender is not legally able to deliver.

          (e) A Lender that is entitled to an exemption from or reduction of
non-U.S. withholding tax under the law of the jurisdiction in which the Borrower
is located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by the Borrower, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate, provided that such Lender is
legally entitled to complete, execute and deliver such documentation and in such
Lender's judgment such completion, execution or submission would not materially
prejudice the legal position of such Lender.

          (f) If the Administrative Agent or any Lender determines, in its sole
discretion, that it has received a refund of any Non-Excluded Taxes or Other
Taxes as to which it has been indemnified by the Borrower or with respect to
which the Borrower has paid additional amounts pursuant to this Section 2.14, it
shall pay over such refund to the Borrower (but only to the extent of indemnity
payments made, or additional amounts paid, by the Borrower under this Section
2.14 with respect to the Non-Excluded Taxes or Other Taxes giving rise to such
refund), net of all out-of-pocket expenses of the Administrative Agent or such
Lender and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund); provided, that the
Borrower, upon the request of the Administrative Agent or such Lender, agrees to
repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund to such Governmental Authority.
This paragraph shall not be construed to require the Administrative Agent or any
Lender to make available its tax returns (or any other information relating to
its taxes which it deems confidential) to the Borrower or any other Person.

          (g) The agreements in this Section shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

          2.15 Indemnity. The Borrower agrees to indemnify each Lender for, and
to hold each Lender harmless from, any loss or expense that such Lender may
sustain or incur as a consequence of (a) default by the Borrower in making a
borrowing of, conversion into or continuation of Eurodollar Loans after the
Borrower has given a notice requesting the same in accordance with the
provisions of this Agreement, (b) default by the Borrower in making any
prepayment of or conversion from Eurodollar Loans after the Borrower has given a
notice thereof in accordance with the provisions of this Agreement or (c) the
making of a prepayment of Eurodollar Loans on a day that is not the last day of
an Interest Period with respect thereto. Such indemnification may include an
amount equal to the excess, if any, of (i) the amount of interest that would
have accrued on the amount so prepaid, or not so borrowed, converted or
continued, for the period from the date of such prepayment or of such failure to
borrow, convert or continue to the last day of such Interest Period (or, in the
case of a failure to borrow, convert or continue, the Interest Period that would
have commenced on the date of such failure) in each case at the applicable rate
of interest for such Loans provided for herein (excluding, however, the
Applicable Margin included therein, if any) over (ii) the amount of interest (as
reasonably determined by such Lender) that would have accrued to such Lender on
such amount by placing such amount on deposit for a comparable

<PAGE>

                                                                              27


period with leading banks in the interbank eurodollar market. A certificate as
to any amounts payable pursuant to this Section 2.15 submitted to the Borrower
by any Lender shall be conclusive in the absence of manifest error. This
covenant shall survive the termination of this Agreement and the payment of the
Loans and all other amounts payable hereunder.

          2.16 Change of Lending Office. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of Section 2.13 or 2.14(a)
with respect to such Lender, it will, if requested by the Borrower, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another lending office for any Loans affected by such event with the
object of avoiding the consequences of such event; provided, that such
designation is made on terms that, in the sole judgment of such Lender, cause
such Lender and its lending office(s) to suffer no economic, legal or regulatory
disadvantage, and provided, further, that nothing in this Section 2.16 shall
affect or postpone any of the obligations of the Borrower or the rights of any
Lender pursuant to Section 2.13 or 2.14(a).

          2.17 Replacement of Lenders. The Borrower shall be permitted to
replace any Lender that (a) requests reimbursement for amounts owing pursuant to
Section 2.13 or 2.14(a) or (b) defaults in its obligation to make Loans
hereunder, with a replacement financial institution; provided that (i) such
replacement does not conflict with any Requirement of Law, (ii) no Event of
Default shall have occurred and be continuing at the time of such replacement,
(iii) the replacement financial institution shall purchase, at par, all Loans
and other amounts owing to such replaced Lender on or prior to the date of
replacement, (iv) the Borrower shall be liable to such replaced Lender under
Section 2.15 if any Eurodollar Loan owing to such replaced Lender shall be
purchased other than on the last day of the Interest Period relating thereto,
(v) the replacement financial institution, if not already a Lender, shall be
reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender
shall be obligated to make such replacement in accordance with the provisions of
Section 9.6 (provided that the Borrower shall be obligated to pay the
registration and processing fee referred to therein), (vii) until such time as
such replacement shall be consummated, the Borrower shall pay all additional
amounts (if any) required pursuant to Section 2.13 or 2.14(a), as the case may
be, and (viii) any such replacement shall not be deemed to be a waiver of any
rights that the Borrower, the Administrative Agent or any other Lender shall
have against the replaced Lender.

                    SECTION 3. REPRESENTATIONS AND WARRANTIES

          To induce the Administrative Agent and the Lenders to enter into this
Agreement and to make the Loans, Holdings and the Borrower hereby jointly and
severally represent and warrant to the Administrative Agent and each Lender
that:

          3.1 Financial Condition. (a) The unaudited pro forma consolidated
balance sheet of the Borrower and its consolidated Subsidiaries as at April 30,
2005 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of
which have heretofore been furnished to each Lender, has been prepared giving
effect (as if such events had occurred on such date) to (i) the consummation of
the Transactions, (ii) the Loans to be made and the ABL Facility to be
consummated on the Closing Date and the use of proceeds thereof and (iii) the
payment of fees and expenses in connection with the foregoing. The Pro Forma
Balance Sheet has been prepared in good faith upon reasonable assumptions at the
time made and presents fairly on a pro forma basis the estimated financial
position of Borrower and its consolidated Subsidiaries as at April 30, 2005,
assuming that the events specified in the preceding sentence had actually
occurred at such date. The pro forma statement of operations for the
twelve-month period ending on April 2, 2005 (the "Pro Forma Statement of
Operations"), copies of which have heretofore been furnished to each Lender, has
been prepared giving effect (as if such events had occurred on April 3, 2004) to
(i) the consummation of the Transactions, (ii) the Loans to be made and the ABL
Facility to be consummated on the Closing Date and the use of proceeds thereof
and (iii) the payment of

<PAGE>

                                                                              28


fees and expenses in connection with the foregoing. The Pro Forma Statement of
Operations has been prepared in good faith upon reasonable assumptions at the
time made and presents fairly on a pro forma basis the estimated financial
position of Borrower and its consolidated Subsidiaries as at April 2, 2005,
assuming that the events specified in the preceding sentence had actually
occurred on April 3, 2004.

          (b) The audited consolidated balance sheets of the Borrower as at
January 3, 2004 and January 1, 2005, and the related combined statements of
operations, stockholders' equity and comprehensive income and cash flows for the
three fiscal years ended on December 28, 2002, January 3, 2004 and January 1,
2005, reported on by and accompanied by an unqualified report from BDO Seidman,
LLP, present fairly the consolidated financial condition of the Borrower as at
such date, and the consolidated results of its operations and its consolidated
cash flows for the respective fiscal years then ended. The unaudited
consolidated balance sheet of the Borrower as at April 2, 2005, and the related
unaudited consolidated statements of income and cash flows for the three-month
period ended on such date, present fairly the consolidated financial condition
of the Borrower as at such date, and the consolidated results of its operations
and its consolidated cash flows for the three-month period then ended (subject
to normal year-end audit adjustments). All such financial statements, including
the related schedules and notes thereto, have been prepared in accordance with
GAAP applied consistently throughout the periods involved (except as approved by
the aforementioned firm of accountants and disclosed therein). No Loan Party has
any material Guarantee Obligations, contingent liabilities and liabilities for
taxes, or any long-term leases or unusual forward or long-term commitments,
including any interest rate or foreign currency swap or exchange transaction or
other obligation in respect of derivatives, that are not reflected in the most
recent financial statements referred to in this paragraph. During the period
from January 1, 2005 to and including the date hereof there has been no
Disposition by any Group Member of any material part of its business or property
other than Dispositions pursuant to the Plan of Reorganization (including the
Disposition of the "Eddie Bauer Home" business).

          3.2 No Change. Since January 1, 2005, there has been no development or
event that has had or could reasonably be expected to have a Material Adverse
Effect other than any change of the type that customarily occurs as a result of
events occurring during the pendency of a proceeding under chapter 11 of the
Bankruptcy Code and under the CCAA.

          3.3 Existence; Compliance with Law. Each Loan Party (a) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) has the power and authority, and the legal
right, to own and operate its property, to lease the property it operates as
lessee and to conduct the business in which it is currently engaged, (c) is duly
qualified as a foreign corporation or other organization and in good standing
under the laws of each jurisdiction where its ownership, lease or operation of
property or the conduct of its business requires such qualification and (d) is
in compliance with all Requirements of Law except to the extent that the failure
to comply therewith could not, in the aggregate, reasonably be expected to have
a Material Adverse Effect.

          3.4 Power; Authorization; Enforceable Obligations. Each Loan Party has
the power and authority, and the legal right, to make, deliver and perform the
Loan Documents to which it is a party and, in the case of the Borrower, to
obtain extensions of credit hereunder. Each Loan Party has taken all necessary
organizational action to authorize the execution, delivery and performance of
the Loan Documents to which it is a party and, in the case of the Borrower, to
authorize the extensions of credit on the terms and conditions of this
Agreement. No consent or authorization of, filing with, notice to or other act
by or in respect of, any Governmental Authority or any other Person is required
in connection with the Transactions and the extensions of credit hereunder or
with the execution, delivery, performance, validity or enforceability of this
Agreement or any of the Loan Documents, except (i) consents, authorizations,
filings and notices described in Schedule 3.4, which consents, authorizations,
filings and notices have been obtained or made and are in full force and effect
and (ii) the filings referred to in Section 3.19. Each

<PAGE>

                                                                              29


Loan Document has been duly executed and delivered on behalf of each Loan Party
party thereto. This Agreement constitutes, and each other Loan Document upon
execution will constitute, a legal, valid and binding obligation of each Loan
Party party thereto, enforceable against each such Loan Party in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

          3.5 No Legal Bar. The execution, delivery and performance of this
Agreement and the other Loan Documents, the borrowings hereunder and the use of
the proceeds thereof will not violate any Requirement of Law or any Contractual
Obligation of any Group Member and will not result in, or require, the creation
or imposition of any Lien on any of their respective properties or revenues
pursuant to any Requirement of Law or any such Contractual Obligation (other
than the Liens created by the Security Documents or the ABL Facility Agreement).
No Requirement of Law or Contractual Obligation applicable to the Borrower or
any of its Subsidiaries could reasonably be expected to have a Material Adverse
Effect.

          3.6 Litigation. No litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or, to the knowledge
of Holdings or the Borrower, threatened by or against any Group Member or
against any of their respective properties or revenues (a) with respect to any
of the Loan Documents or any of the transactions contemplated hereby or thereby,
or (b) that could reasonably be expected to have a Material Adverse Effect.

          3.7 No Default. No Group Member is in default under or with respect to
any of its Contractual Obligations in any respect that could reasonably be
expected to have a Material Adverse Effect. No Default or Event of Default has
occurred and is continuing.

          3.8 Ownership of Property; Liens. Except as could not reasonably be
expected to have a Material Adverse Effect, each Group Member has title in fee
simple to, or a valid leasehold interest in, all its real property, and good
title to, or a valid leasehold interest in, all its other property, and such
property is free and clear of any Liens except Liens permitted by Section 6.3
and Permitted Exceptions.

          3.9 Intellectual Property. Each Group Member owns, or is licensed to
use, all Intellectual Property included in the Collateral. Except as described
in Schedule 3.9, no material claim has been asserted and is pending by any
Person challenging or questioning the use of any such Intellectual Property or
the validity or effectiveness of any such Intellectual Property, nor does
Holdings or the Borrower know of any valid basis for any such claim. To the
knowledge of each Group Member, the use of such Intellectual Property by such
Group Member does not infringe on the rights of any Person in any material
respect.

          3.10 Taxes. Each Group Member has (i) filed or caused to be filed all
Federal, state and other material tax returns that are required to be filed and
(ii) paid all taxes shown to be due and payable on said returns or, except as
could not be reasonably expected to have a Material Adverse Effect, on any
assessments made against it or any of its property and all other taxes, fees or
other charges imposed on it or any of its property by any Governmental Authority
(in the case of the foregoing clauses (i) and (ii), other than any the amount or
validity of which are currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been
provided on the books of the relevant Group Member); no tax Lien has been filed,
and, to the knowledge of Holdings and the Borrower, no claim is being asserted,
with respect to any such tax, fee or other charge. None of the Group Members has
any reason to believe that the disclosures made in the Disclosure

<PAGE>

                                                                              30


Statement in respect of the net operating loss carryforwards available to the
Borrower for application against future taxable income are not accurate in all
material respects as of the Closing Date.

          3.11 Federal Regulations. No part of the proceeds of any Loans, and no
other extensions of credit hereunder, will be used (a) for "buying" or
"carrying" any "margin stock" within the respective meanings of each of the
quoted terms under Regulation U as now and from time to time hereafter in effect
for any purpose that violates the provisions of the Regulations of the Board or
(b) for any purpose that violates the provisions of the Regulations of the
Board. If requested by any Lender or the Administrative Agent, the Borrower will
furnish to the Administrative Agent and each Lender a statement to the foregoing
effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as
applicable, referred to in Regulation U.

          3.12 Labor Matters. Except as, in the aggregate, could not reasonably
be expected to have a Material Adverse Effect: (a) there are no strikes or other
labor disputes against any Group Member pending or, to the knowledge of Holdings
or the Borrower, threatened; (b) hours worked by and payment made to employees
of each Group Member have not been in violation of the Fair Labor Standards Act
or any other applicable Requirement of Law dealing with such matters; and (c)
all payments due from any Group Member on account of employee health and welfare
insurance have been paid or accrued as a liability on the books of the relevant
Group Member.

          3.13 ERISA. Neither a Reportable Event nor an "accumulated funding
deficiency" (within the meaning of Section 412 of the Code or Section 302 of
ERISA) has occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Single Employer Plan,
and each Plan has complied in all material respects with the applicable
provisions of ERISA and the Code. No termination of a Single Employer Plan has
occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such
five-year period. The present value of all accrued benefits under each Single
Employer Plan (based on those assumptions used to fund such Single Employer
Plans) did not, as of the last annual valuation date prior to the date on which
this representation is made or deemed made, exceed the value of the assets of
such Single Employer Plan allocable to such accrued benefits by $15,000,000.
Neither the Borrower nor any Commonly Controlled Entity has had a complete or
partial withdrawal from any Multiemployer Plan that has resulted or could
reasonably be expected to result in a material liability under ERISA, and no
Multiemployer Plan exists.

          3.14 Investment Company Act; Other Regulations. No Loan Party is an
"investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. No Loan
Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) that limits its ability to incur Indebtedness.

          3.15 Subsidiaries. Except as disclosed to the Administrative Agent by
the Borrower in writing from time to time after the Closing Date, (a) Schedule
3.15 sets forth the name and jurisdiction of incorporation of each Subsidiary
and, as to each such Subsidiary, the percentage of each class of Capital Stock
owned by any Loan Party and (b) there are no outstanding subscriptions, options,
warrants, calls, rights or other agreements or commitments (other than stock
options granted to employees or directors and directors' qualifying shares) of
any nature relating to any Capital Stock of the Borrower or any Subsidiary,
except as created by the Loan Documents or the ABL Facility Agreement.

          3.16 Use of Proceeds. The proceeds of the Loans shall be used to
finance the Plan of Reorganization and to pay related fees and expenses.

          3.17 Environmental Matters. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect:

<PAGE>

                                                                              31


          (a) each Group Member: (i) is in compliance with all applicable
Environmental Laws, and within the period of all applicable statutes of
limitation has been in compliance with all applicable Environmental Laws, except
for any past noncompliance that has been fully and finally resolved without
continued or future effect to any Group Member; (ii) holds all Environmental
Permits (each of which is in full force and effect) required for any of its
current operations or for any property owned, leased, or otherwise operated by
it; and (iii) is in compliance with all of its Environmental Permits, and within
the period of all applicable statutes of limitation has been in compliance with
all of its Environmental Permits, except for any past noncompliance that has
been fully and finally resolved without continued or future effect to any Group
Member;

          (b) Materials of Environmental Concern are not present at, on, under,
in, or about any real property now or formerly owned, leased or operated by any
Group Member or at any other location (including, without limitation, any
location to which Materials of Environmental Concern have been sent by or on
behalf of any Group Member for re-use or recycling or for treatment, storage, or
disposal) which could reasonably be expected to (i) give rise to liability of
the Borrower under any applicable Environmental Law or otherwise result in costs
to the Borrower, or (ii) interfere with the Borrower's continued operations or
(iii) to the knowledge of Holdings and the Borrower, impair the fair saleable
value of any Mortgaged Property;

          (c) no judicial or arbitral proceeding or governmental or
administrative action (including any notice of violation or alleged violation)
is pending or, to the knowledge of Holdings and the Borrower, threatened, under
or relating to any Environmental Law to which any Group Member is or, to the
knowledge of Holdings and the Borrower, will be named as a party, nor are there
any consent decrees or other decrees, consent orders, administrative orders or
other orders, or other administrative or judicial requirements outstanding under
any Environmental Law;

          (d) no Group Member has received any written request for information,
or been notified that it is a potentially responsible party under or relating to
the federal Comprehensive Environmental Response, Compensation, and Liability
Act or any similar Environmental Law, or with respect to any Materials of
Environmental Concern; and

          (e) no Group Member has assumed or retained, by contract or, to the
knowledge of Holdings and the Borrower, operation of law, any liabilities of any
kind, fixed or contingent, known or unknown under any Environmental Law or with
respect to any Material of Environmental Concern.

          3.18 Accuracy of Information, etc. No statement or information
contained in this Agreement, any other Loan Document, the Disclosure Statement,
the Confidential Information Memorandum or any other document, certificate or
statement furnished by or on behalf of any Loan Party to the Administrative
Agent or the Lenders, or any of them, for use in connection with the
transactions contemplated by this Agreement or the other Loan Documents,
contained as of the date such statement, information, document or certificate
was so furnished (or, in the case of the Confidential Information Memorandum, as
of the date of this Agreement), any untrue statement of a fact or omitted to
state a fact necessary to make the statements contained herein or therein not
materially misleading in light of the circumstances under which such statements
are made, taken as a whole. The projections and pro forma financial information
contained in the materials referenced above are based upon good faith estimates
and assumptions believed by management of the Borrower to be reasonable at the
time made, it being recognized by the Lenders that such financial information as
it relates to future events is not to be viewed as fact and that actual results
during the period or periods covered by such financial information may differ
from the projected results set forth therein by a material amount. There is no
fact known to any Loan Party that would reasonably be expected to have a
Material Adverse Effect that has not been expressly disclosed herein, in the
other Loan Documents, in the Confidential Information Memorandum,

<PAGE>

                                                                              32


the Plan of Reorganization, the Disclosure Statement or in any other documents,
certificates and statements furnished to the Administrative Agent and the
Lenders for use in connection with the transactions contemplated hereby and by
the other Loan Documents.

          3.19 Security Documents. (a) The Guarantee and Collateral Agreement is
effective to create in favor of the Administrative Agent, for the benefit of the
Lenders, a legal, valid and enforceable security interest in the Collateral
described therein and proceeds thereof. In the case of the Pledged Stock
described in the Guarantee and Collateral Agreement, when stock certificates
representing such Pledged Stock are delivered to the Administrative Agent, and
in the case of the other Collateral described in the Guarantee and Collateral
Agreement, when financing statements and other filings specified on Schedule
3.19(a) in appropriate form are filed in the offices specified on Schedule
3.19(a), the Guarantee and Collateral Agreement shall constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in such Collateral and the proceeds thereof, as security for
the Obligations (as defined in the Guarantee and Collateral Agreement), in each
case prior and superior in right to any other Person (except, in the case of
Collateral other than Pledged Stock, Liens permitted by Section 6.3, including
the Liens securing the obligations under the ABL Facility Agreement).

          (b) The Mortgage is effective to create in favor of the Administrative
Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on
the Mortgaged Property described therein and proceeds thereof, and when the
Mortgage is filed in the offices specified on Schedule 3.19(b), such Mortgage
shall constitute a fully perfected Lien on, and security interest in, all right,
title and interest of the Loan Parties in the Mortgaged Property and the
proceeds thereof, as security for the Obligations (as defined in the relevant
Mortgage), in each case prior and superior in right to any other Person, and is
free and clear of any Liens except Liens permitted by Section 6.3 and Permitted
Exceptions. Schedule 1.1B lists, as of the Closing Date, each parcel of owned
real property located in the United States and held by the Borrower or any of
its Subsidiaries that has a fair market value, in the reasonable opinion of the
Borrower, in excess of $1,000,000, except the real property located in Westmont,
Illinois.

          3.20 Solvency. Each Loan Party is, and after giving effect to the
Transactions and the incurrence of all Indebtedness and obligations being
incurred in connection herewith and therewith will be and will continue to be,
Solvent.

          3.21 Regulation H. The Mortgage does not encumber improved real
property that is located in an area that has been identified by the Secretary of
Housing and Urban Development as an area having special flood hazards and in
which flood insurance has been made available under the National Flood Insurance
Act of 1968.

          3.22 Certain Documents. The Borrower has delivered to the
Administrative Agent a complete and correct copy of the Plan of Reorganization,
the Confirmation Order, the ABL Facility Agreement and the Securitization Note,
including any amendments, supplements or modifications with respect to any of
the foregoing.

                         SECTION 4. CONDITIONS PRECEDENT

          4.1 Conditions to Initial Extension of Credit. The agreement of each
Lender to make the initial extension of credit requested to be made by it is
subject to the satisfaction, prior to or concurrently with the making of such
extension of credit on the Closing Date, of the following conditions precedent:

          (a) Credit Agreement; Loan Documents. The Administrative Agent shall
     have received (i) this Agreement, executed and delivered by the
     Administrative Agent, Holdings, the Borrower

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                                                                              33


     and each Person listed on Schedule 1.1A, (ii) the Guarantee and Collateral
     Agreement, executed and delivered by Holdings, the Borrower and each
     Subsidiary Guarantor, (iii) an Acknowledgement and Consent in the form
     attached to the Guarantee and Collateral Agreement, executed and delivered
     by each Issuer (as defined therein), if any, that is not a Loan Party and
     (iv) the Intercreditor Agreement executed and delivered by each party
     thereto.

          (b) DIP Credit Facility. The Administrative Agent shall have received
     satisfactory evidence that (i) the DIP Credit Facility and all commitments
     thereunder shall have been terminated and all amounts thereunder shall have
     been paid or otherwise satisfied in full in cash and all Liens and security
     interests granted in connection therewith shall have been terminated or
     released or (ii) the DIP Credit Facility shall have been converted,
     pursuant to the Plan of Reorganization, into a commitment to provide
     financing to the Borrower after the Plan Effective Date on the terms and
     conditions set forth in the ABL Facility Agreement, in the case of each of
     the foregoing clauses (i) and (ii), on terms reasonably satisfactory to the
     Arrangers, and no prepetition indebtedness, debtor-in-possession financing
     or other claims against the Loan Parties shall remain outstanding as
     obligations of the Loan Parties, except to the extent converted as set
     forth in clause (ii) above or as otherwise specifically contemplated by the
     Plan of Reorganization.

          (c) Plan of Reorganization; Confirmation Order; Canadian Recognition
     Order. The Confirmation Order confirming the Plan of Reorganization (i)
     shall be in form and substance reasonably satisfactory to the Agents and
     shall authorize the Loan Parties to execute and deliver this Agreement and
     perform their obligations hereunder and (ii) shall be in full force and
     effect and shall not have been reversed or modified and shall not be stayed
     or subject to a motion to stay, and the Confirmation Order shall have
     become a Final Order (as defined in the Plan of Reorganization in effect on
     the date hereof). No provision of the Plan of Reorganization shall have
     been amended, supplemented or otherwise modified in any material respect
     that is adverse to the Lenders without the prior consent of the Arrangers.
     The Plan Effective Date shall have occurred (and all conditions precedent
     thereto as forth in the Plan of Reorganization shall have been satisfied).
     The documentation to effect the Plan of Reorganization including, without
     limitation, the ABL Facility Agreement, shall have satisfactory terms and
     conditions, and no provision of such documentation shall have been waived,
     amended, supplemented or otherwise modified in any material respect without
     approval of the Arrangers. The capitalization, structure and equity
     ownership of each Loan Party, and the organizational documents and senior
     management of the Loan Parties, after the consummation of the Plan of
     Reorganization, shall be consistent in all material respects with the
     description set forth in the Disclosure Statement. The Canadian Bankruptcy
     Court shall have entered the Canadian Recognition Order, which (i) shall be
     in form and substance reasonably satisfactory to the Agents, (ii) shall
     recognize the Confirmation Order entered by the Bankruptcy Court and (iii)
     shall not have been reversed, modified, amended, vacated or stayed, and,
     unless otherwise agreed by the Administrative Agent, all appeal periods
     relating to such order shall have expired and no appeals from such order
     shall be pending.

          (d) Pro Forma Balance Sheet; Financial Statements. The Lenders shall
     have received (i) a reasonably satisfactory Pro Forma Balance Sheet, (ii)
     reasonably satisfactory audited consolidated financial statements of the
     Borrower for the 2002, 2003 and 2004 fiscal years (iii) reasonably
     satisfactory unaudited interim consolidated financial statements of the
     Borrower for each fiscal quarter ended after the date of the latest
     applicable financial statements delivered pursuant to clause (ii) of this
     paragraph as to which such financial statements are available and (iv) a
     reasonably satisfactory Pro Forma Statement of Operations.

<PAGE>

                                                                              34


          (e) Projections. The Lenders shall have received reasonably
     satisfactory projections through 2011.

          (f) Approvals. All governmental and third party approvals necessary in
     connection with the Transactions, the financing contemplated thereby and
     hereby and the continuing operations of the Loan Parties (including
     shareholder approvals, if any) shall have been obtained on satisfactory
     terms and shall be in full force and effect, and all applicable waiting
     periods shall have expired without any action being taken or threatened by
     any competent authority that would restrain, prevent or otherwise impose
     adverse conditions on the Transactions or the financing thereof or any of
     the transactions contemplated hereby.

          (g) Lien Searches. The Administrative Agent shall have received the
     results of a recent lien search in each relevant jurisdictions where the
     Loan Parties are incorporated, and such search shall reveal no liens on any
     of the assets of the Loan Parties except for liens permitted by Section 6.3
     or discharged on or prior to the Closing Date pursuant to the Plan of
     Reorganization or documentation reasonably satisfactory to the
     Administrative Agent.

          (h) Environmental Assessment. The Administrative Agent shall have
     received a written environmental assessment with respect to the Borrower's
     distribution center in Groveport, Ohio prepared by an environmental
     consultant reasonably acceptable to the Administrative Agent, which
     assessment shall be in form, scope and substance reasonably satisfactory to
     the Administrative Agent.

          (i) Fees. The Agents and the Arrangers shall have received all fees
     required to be paid, and all expenses for which invoices have been
     presented (including the reasonable fees and expenses of legal counsel),
     three Business Days before the Closing Date.

          (j) Closing Certificate; Certified Certificate of Incorporation; Good
     Standing Certificates. The Administrative Agent shall have received (i) a
     certificate of each Loan Party, dated the Closing Date, substantially in
     the form of Exhibit C, with appropriate insertions and attachments,
     including the certificate of incorporation of each Loan Party that is a
     corporation certified by the relevant authority of the jurisdiction of
     organization of such Loan Party, and (ii) a long form good standing
     certificate for each Loan Party from its jurisdiction of organization. The
     Administrative Agent shall be reasonably satisfied with the form and
     substance of the certificates of incorporation and by-laws or other
     applicable organizational documents of each Loan Party.

          (k) Legal Opinions. The Administrative Agent shall have received the
     following executed legal opinions:

               (i) the legal opinion of Shearman & Sterling LLP, counsel to
          Holdings, the Borrower and its Subsidiaries, substantially in the form
          of Exhibit F-1;

               (ii) the legal opinions of Richards, Layton & Finger, PA,
          Delaware counsel to Holdings, the Borrower and its Subsidiaries,
          substantially in the forms of Exhibit F-2; and

               (iii) the legal opinion of local counsel in Ohio and of such
          other special and local counsel as may be reasonably required by the
          Administrative Agent.

     Each such legal opinion shall cover such other matters incident to the
     transactions contemplated by this Agreement as the Administrative Agent may
     reasonably require.

<PAGE>

                                                                              35


          (l) Pledged Stock; Stock Powers; Pledged Notes. The Administrative
     Agent shall have received (a) (i) the certificates representing the shares
     of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement
     together with an undated stock power for each such certificate executed in
     blank by a duly authorized officer of the pledgor thereof and (ii) each
     promissory note (if any) pledged to the Administrative Agent pursuant to
     the Guarantee and Collateral Agreement endorsed (without recourse) in blank
     (or accompanied by an executed transfer form in blank) by the pledgor
     thereof.

          (m) Filings, Registrations and Recordings. Each document (including
     any Uniform Commercial Code financing statement) required by the Security
     Documents or under law or reasonably requested by the Administrative Agent
     to be filed, registered or recorded in order to create in favor of the
     Administrative Agent, for the benefit of the Lenders, a perfected Lien on
     the Collateral described therein, prior and superior in right to any other
     Person (other than with respect to Liens expressly permitted by Section
     6.3), shall be in proper form for filing, registration or recordation.

          (n) Mortgage, etc. (i) The Administrative Agent shall have received a
     Mortgage with respect to the Mortgaged Property, executed and delivered by
     a duly authorized officer of each party thereto.

          (ii) If requested by the Administrative Agent, the Administrative
     Agent shall have received, and the title insurance company issuing the
     policy referred to in clause (iii) below (the "Title Insurance Company")
     shall have received, maps or plats of an as-built survey of the site of the
     Mortgaged Property certified to the Administrative Agent and the Title
     Insurance Company in a manner satisfactory to them, dated a date
     satisfactory to the Administrative Agent and the Title Insurance Company by
     an independent professional licensed land surveyor satisfactory to the
     Administrative Agent and the Title Insurance Company, which maps or plats
     and the surveys on which they are based shall be made in accordance with
     the Minimum Standard Detail Requirements for Land Title Surveys jointly
     established and adopted by the American Land Title Association and the
     American Congress on Surveying and Mapping in 1992, and, without limiting
     the generality of the foregoing, there shall be surveyed and shown on such
     maps, plats or surveys the following: (A) the locations on such sites of
     all the buildings, structures and other improvements and the established
     building setback lines; (B) the lines of streets abutting the sites and
     width thereof; (C) all access and other easements appurtenant to the sites;
     (D) all roadways, paths, driveways, easements, encroachments and
     overhanging projections and similar encumbrances affecting the site,
     whether recorded, apparent from a physical inspection of the sites or
     otherwise known to the surveyor; (E) any encroachments on any adjoining
     property by the building structures and improvements on the sites; and (F)
     if the site is described as being on a filed map, a legend relating the
     survey to said map. Notwithstanding the foregoing, it is understood that
     the survey of the site of the Mortgaged Property by US Surveyor, dated as
     of July 3, 2002, satisfies the requirement of this Section 4.1(n)(ii) so
     long as the appropriate Loan Party issues an affidavit with respect to the
     same confirming any changes made to such Mortgaged Property since July 3,
     2002 in a form and substance reasonably satisfactory to the Administrative
     Agent and the Title Insurance Company.

          (iii) The Administrative Agent shall have received in respect of the
     Mortgaged Property a mortgagee's title insurance policy (or policies) or
     marked up unconditional binder for such insurance. Each such policy shall
     (A) be in an amount satisfactory to the Administrative Agent; (B) be issued
     at ordinary rates; (C) insure that the Mortgage insured thereby creates a
     valid first Lien on the Mortgaged Property free and clear of all defects
     and encumbrances, except Permitted Exceptions and as disclosed therein; (D)
     name the Administrative Agent for the benefit of the

<PAGE>

                                                                              36


     Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy -
     1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain
     such endorsements and affirmative coverage as the Administrative Agent may
     reasonably request and (G) be issued by title companies satisfactory to the
     Administrative Agent (including any such title companies acting as
     co-insurers or reinsurers, at the option of the Administrative Agent). The
     Administrative Agent shall have received evidence satisfactory to it that
     all premiums in respect of each such policy, all charges for mortgage
     recording tax, and all related expenses, if any, have been paid.

          (iv) If requested by the Administrative Agent, the Administrative
     Agent shall have received (A) a policy of flood insurance that (1) covers
     any parcel of improved real property that is encumbered by any Mortgage and
     is in a special flood hazard area pursuant to the National Flood Insurance
     Act of 1968, (2) is written in an amount not less than the outstanding
     principal amount of the indebtedness secured by such Mortgage that is
     reasonably allocable to such real property or the maximum limit of coverage
     made available with respect to the particular type of property under the
     National Flood Insurance Act of 1968, whichever is less, and (3) has a term
     ending not later than the maturity of the Indebtedness secured by such
     Mortgage and (B) confirmation that the Borrower has received the notice
     required pursuant to Section 208(e)(3) of Regulation H of the Board.

          (v) The Administrative Agent shall have received a copy of all
     recorded documents referred to, or listed as exceptions to title in, the
     title policy or policies referred to in clause (iii) above and a copy of
     all other material documents affecting the Mortgaged Property.

          (o) Insurance. The Administrative Agent shall have received insurance
     certificates satisfying the requirements of Section 5.2(b) of the Guarantee
     and Collateral Agreement.

          (p) Credit Rating. The Facility shall have received a rating from
     Moody's Investors Service, Inc. and Standard & Poor's Ratings Group.

          (q) Other Documents. The Administrative Agent shall have received such
     documents and other instruments as the Administrative Agent or its counsel
     may reasonably request.

          (r) Representations and Warranties. Each of the representations made
     by any Loan Party in or pursuant to the Loan Documentation including,
     without limitation, the material adverse change and litigation
     representations shall be true and correct in all material respects as of
     the Closing Date.

          (s) No Default. No Default or Event of Default shall have occurred and
     be continuing on the Closing Date after giving effect to the Loans made on
     the Closing Date.

                        SECTION 5. AFFIRMATIVE COVENANTS

          Holdings and the Borrower hereby jointly and severally agree that, so
long as any Loan or other amount is owing to any Lender or the Administrative
Agent hereunder, each of Holdings and the Borrower shall and shall cause each of
its Subsidiaries to:

          5.1 Financial Statements. Furnish to the Administrative Agent on
behalf of each Lender:

          (a) as soon as available, but in any event within 90 days after the
     end of each fiscal year of the Borrower, a copy of the audited consolidated
     balance sheet of the Borrower and its

<PAGE>

                                                                              37


     consolidated Subsidiaries as at the end of such year and the related
     audited consolidated statements of income and of cash flows for such year,
     setting forth in each case in comparative form the figures for the previous
     year, reported on without a "going concern" or like qualification or
     exception, or qualification arising out of the scope of the audit, by BDO
     Seidman, LLP or other independent certified public accountants of
     nationally recognized standing;

          (b) as soon as available, but in any event not later than 45 days
     after the end of each of the first three quarterly periods of each fiscal
     year of the Borrower, the unaudited consolidated balance sheet of the
     Borrower and its consolidated Subsidiaries as at the end of such quarter
     and the related unaudited consolidated statements of income and of cash
     flows for such quarter and the portion of the fiscal year through the end
     of such quarter, setting forth in each case in comparative form the figures
     for the previous year, certified by a Responsible Officer as being fairly
     stated in all material respects (subject to normal year-end audit
     adjustments); and

          (c) as soon as available, but in any event not later than 30 days
     after the end of each month occurring during each fiscal year of the
     Borrower (other than the third, sixth, ninth and twelfth such month), the
     unaudited consolidated balance sheets of the Borrower and its consolidated
     Subsidiaries as at the end of such month and the related unaudited
     consolidated statements of income and of cash flows for such month and the
     portion of the fiscal year through the end of such month, setting forth in
     each case in comparative form the figures for the previous year, certified
     by a Responsible Officer as being fairly stated in all material respects
     (subject to normal year-end audit adjustments).

All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied (except as approved by such accountants or officer, as the case may be,
and disclosed in reasonable detail therein) consistently throughout the periods
reflected therein and with prior periods. The Administrative Agent will provide
the financial statements and other materials required to be furnished by the
Borrower pursuant to this Section 5.1 to the Lenders by posting such financial
statements and materials on a secure Intralinks site.

          5.2 Certificates; Other Information. Furnish to the Administrative
Agent on behalf of each Lender (or, in the case of clause (g), to the relevant
Lender):

          (a) concurrently with the delivery of the financial statements
     referred to in Section 5.1(a), a certificate of the independent certified
     public accountants reporting on such financial statements stating that in
     making the examination necessary therefor no knowledge was obtained of any
     Default or Event of Default pursuant to Section 6.1, except as specified in
     such certificate;

          (b) concurrently with the delivery of any financial statements
     pursuant to Section 5.1, (i) a certificate of a Responsible Officer stating
     that such Responsible Officer has obtained no knowledge of any Default or
     Event of Default except as specified in such certificate and (ii) in the
     case of quarterly or annual financial statements, a Compliance Certificate
     containing (A) all information and calculations necessary for determining
     compliance by each Group Member with the provisions of this Agreement
     referred to therein as of the last day of the fiscal quarter or fiscal year
     of the Borrower, as the case may be, (B) to the extent not previously
     disclosed to the Administrative Agent, a description of any change in the
     jurisdiction of organization, the name or corporate structure of any Loan
     Party and a list of any Intellectual Property acquired by any Loan Party
     since the date of the most recent report delivered pursuant to this clause
     (B) (or, in the case of the first such report so delivered, since the
     Closing Date), (C) to the extent not previously disclosed to the
     Administrative Agent, statements that (w) no property of the type described
     in Section 5.10 as to which the Administrative Agent does not have a
     perfected Lien pursuant to the

<PAGE>

                                                                              38


     Security Documents has been acquired, (x) no fee interest in any real
     property having a value (together with improvements thereon) of at least
     $1,000,000 has been acquired, (y) no Subsidiary has been formed or acquired
     or, if any such Subsidiary has been formed or acquired, the Borrower has
     complied with the requirements of Section 5.10 with respect thereto and (D)
     no Excluded Foreign Subsidiary has been formed or acquired;

          (c) as soon as available, and in any event no later than 60 days after
     the end of each fiscal year of the Borrower, a detailed consolidated budget
     for the following fiscal year (including a projected consolidated balance
     sheet of the Borrower and its Subsidiaries as of the end of the following
     fiscal year, the related consolidated statements of projected cash flow,
     projected changes in financial position and projected income and a
     description of the underlying assumptions applicable thereto), and, as soon
     as available, significant revisions, if any, of such budget and projections
     with respect to such fiscal year (collectively, the "Projections"), which
     Projections shall in each case be accompanied by a certificate of a
     Responsible Officer stating that such Projections are based on reasonable
     estimates, information and assumptions available at such time and that such
     Responsible Officer has no reason to believe that such Projections are
     incorrect or misleading in any material respect;

          (d) concurrently with the delivery of any financial statements
     pursuant to Sections 5.1, a narrative discussion and analysis of the
     financial condition and results of operations of the Borrower and its
     Subsidiaries for such fiscal quarter and for the period from the beginning
     of the then current fiscal year to the end of such fiscal quarter, as
     compared to the portion of the Projections covering such periods and to the
     comparable periods of the previous year (it being understood that the
     Borrower's report on a Form 10-Q or Form 10-K that includes a management
     discussion and analysis section shall be deemed to satisfy the requirement
     under this Section 5.2(d));

          (e) no later than five Business Days prior to the expected
     effectiveness thereof, copies of substantially final drafts of any proposed
     amendment, supplement, waiver or other modification with respect to the ABL
     Facility or the Securitization Note;

          (f) within five Business Days after the same are sent, copies of all
     financial statements and reports that Holdings or the Borrower sends to the
     holders of any class of its debt securities or public equity securities
     and, within five Business Days after the same are filed, copies of all
     financial statements and reports that Holdings or the Borrower may make to,
     or file with, the SEC; and

          (g) promptly, such additional financial and other information as any
     Lender may from time to time reasonably request.

The Administrative Agent will provide the certificates and other information
required to be furnished by the Borrower pursuant to this Section 5.2 (other
than any information obtained by a Lender pursuant to clause (g)) to the Lenders
by posting such certificates and other information on a secure Intralinks site.

          5.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all its
material obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of the relevant Group Member.

<PAGE>

                                                                              39


          5.4 Maintenance of Existence; Compliance. (a)(i) Preserve, renew and
keep in full force and effect its organizational existence and (ii) take all
reasonable action to maintain all rights, privileges and franchises necessary or
desirable in the normal conduct of its business, except, in each case, as
otherwise permitted by Section 6.4 and except, in the case of clause (ii) above,
to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (b) comply with all Contractual Obligations and
Requirements of Law except to the extent that failure to comply therewith could
not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

          5.5 Maintenance of Property; Insurance. (a) Keep all property useful
and necessary in its business in good working order and condition, ordinary wear
and tear excepted and (b) maintain with financially sound and reputable
insurance companies insurance on all its property in at least such amounts and
against at least such risks (but including in any event public liability,
product liability and business interruption) as are usually insured against in
the same general area by companies engaged in the same or a similar business.

          5.6 Inspection of Property; Books and Records; Discussions. (a) Keep
proper books of records and account in which full, true and correct entries of
all dealings and transactions in relation to its business and activities shall
be made in conformity with GAAP and all Requirements of Law and (b) no more
frequently than once per fiscal year at any reasonable time during normal
business hours and upon reasonable notice permit representatives of any Lender
to visit and inspect any of its properties and examine and make abstracts from
any of its books and records and to discuss the business, operations, properties
and financial and other condition of the Group Members with officers and
employees of the Group Members and with their independent certified public
accountants; provided that at any time after the occurrence and during the
continuance of an Event of Default, there shall not be any limit to the number
of visits and inspections; provided further that any representative of a Lender
visiting the property as provided herein shall use all reasonable efforts to
minimize disturbances.

          5.7 Notices. Promptly give notice to the Administrative Agent and each
Lender of:

          (a) the occurrence of any Default or Event of Default;

          (b) any (i) default or event of default under any Contractual
     Obligation of any Loan Party or (ii) litigation, investigation or
     proceeding that may exist at any time between any Group Member and any
     Governmental Authority, that in either case, if not cured or if adversely
     determined, as the case may be, could reasonably be expected to have a
     Material Adverse Effect;

          (c) any litigation or proceeding affecting any Group Member (i) in
     which the amount involved is $5,000,000 or more and not covered by
     insurance, (ii) in which injunctive or similar relief is sought or (iii)
     which relates to any Loan Document;

          (d) the following events, as soon as possible and in any event within
     30 days after the Borrower knows or has reason to know thereof: (i) the
     occurrence of any Reportable Event with respect to any Single Employer
     Plan, a failure to make any material required contribution to a Plan, the
     creation of any Lien in favor of the PBGC or a Single Employer Plan or any
     withdrawal from, or the termination, Reorganization or Insolvency of, any
     Multiemployer Plan or (ii) the institution of proceedings or the taking of
     any other action by the PBGC or the Borrower or any Commonly Controlled
     Entity or any Multiemployer Plan with respect to the withdrawal from, or
     the termination, Reorganization or Insolvency of, any Single Employer Plan
     or Multiemployer Plan; and

<PAGE>

                                                                              40


          (e) any development or event that has had or would reasonably be
     expected to have a Material Adverse Effect.

Each notice pursuant to this Section 5.7 shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the relevant Group Member proposes to take with
respect thereto.

          5.8 Environmental Laws. (a) Comply in all material respects with, and
use commercially reasonable efforts to ensure compliance in all material
respects by all tenants and subtenants, if any, with, all applicable
Environmental Laws, and obtain and comply in all material respects with and
maintain, and use commercially reasonable efforts to ensure that all tenants and
subtenants obtain and comply in all material respects with and maintain, any and
all licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws.

          (b) Generate, use, treat, store, release, dispose of, and otherwise
manage Materials of Environmental Concern in a manner that would not reasonably
be expected to result in a material liability to any Group Member or to
materially affect any real property owned or leased by any of them; and take
reasonable efforts to prevent any other person from generating, using, treating,
storing, releasing, disposing of, or otherwise managing Materials of
Environmental Concern in a manner that could reasonably be expected to result in
a material liability to, or materially affect any real property owned or
operated by, any Group Member.

          (c) Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all orders
and directives of all Governmental Authorities regarding Environmental Laws,
except for any such orders and directives that are being challenged or appealed
in good faith in the applicable administrative or judicial body, and with
respect to which any appropriate reserves are maintained and provided that the
pendency of such challenges or appeals could not reasonably be expected to give
rise to a Material Adverse Effect.

          5.9 Interest Rate Protection. In the case of the Borrower, within 120
days after the Closing Date, enter into, and thereafter maintain, Swap
Agreements to the extent necessary to provide that at least 50% of the aggregate
principal amount of the Loans is subject to either a fixed interest rate or
interest rate protection for a period of not less than three years, which Swap
Agreements shall have terms and conditions reasonably satisfactory to the
Administrative Agent.

          5.10 Additional Collateral, etc. (a) With respect to any property
acquired after the Closing Date by any Group Member (other than (x) any property
described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien
expressly permitted by Section 6.3(g) and (z) property acquired by any Excluded
Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the
Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the
Administrative Agent such amendments to the Guarantee and Collateral Agreement
or such other documents as the Administrative Agent deems necessary or advisable
to grant to the Administrative Agent, for the benefit of the Lenders, a security
interest in such property and (ii) take all actions necessary or advisable to
grant to the Administrative Agent, for the benefit of the Lenders, a perfected
first or second priority security interest in such property (subject to any
Liens permitted by Section 6.3 and Permitted Exceptions solely to the extent
that such Liens or Permitted Exceptions have priority under applicable law), as
applicable, in such property, including the filing of Uniform Commercial Code
financing statements in such jurisdictions as may be required by the Guarantee
and Collateral Agreement or by law or as may be requested by the Administrative
Agent.

<PAGE>

                                                                              41


          (b) With respect to any fee interest in any real property having a
value (together with improvements thereof) of at least $1,000,000 acquired after
the Closing Date by any Group Member (other than (x) any such real property
subject to a Lien expressly permitted by Section 6.3(g), (y) any real property
of like kind and value which is purchased with the Net Cash Proceeds of an Asset
Sale in respect of real property with a fair market value less than $3,000,000
pursuant to Section 2.6(c)(ii) and (z) real property acquired by any Excluded
Foreign Subsidiary), promptly (i) execute and deliver a first priority Mortgage,
in favor of the Administrative Agent, for the benefit of the Lenders, covering
such real property, (ii) if requested by the Administrative Agent, provide the
Lenders with (x) title and extended coverage insurance covering such real
property in an amount at least equal to the purchase price of such real property
(or such other amount as shall be reasonably specified by the Administrative
Agent) as well as a current ALTA survey thereof, together with a surveyor's
certificate and (y) any consents or estoppels reasonably deemed necessary or
advisable by the Administrative Agent in connection with such Mortgage, each of
the foregoing in form and substance reasonably satisfactory to the
Administrative Agent and (iii) if requested by the Administrative Agent, deliver
to the Administrative Agent legal opinions relating to the matters described
above, which opinions shall be in form and substance, and from counsel,
reasonably satisfactory to the Administrative Agent.

          (c) With respect to any new Subsidiary (other than an Excluded Foreign
Subsidiary) created or acquired after the Closing Date by any Group Member
(which, for the purposes of this paragraph (c), shall include any existing
Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (i)
execute and deliver to the Administrative Agent such amendments to the Guarantee
and Collateral Agreement as the Administrative Agent deems necessary or
advisable to grant to the Administrative Agent, for the benefit of the Lenders,
a perfected first priority security interest in the Capital Stock of such new
Subsidiary that is owned by any Group Member, (ii) deliver to the Administrative
Agent the certificates representing such Capital Stock, together with undated
stock powers, in blank, executed and delivered by a duly authorized officer of
the relevant Group Member, (iii) cause such new Subsidiary (A) to become a party
to the Guarantee and Collateral Agreement, (B) to take such actions necessary or
advisable to grant to the Administrative Agent for the benefit of the Lenders a
perfected first or second priority security interest in the Collateral (subject
to any Liens permitted by Section 6.3 and Permitted Exceptions solely to the
extent that such Liens or Permitted Exceptions have priority under applicable
law), as applicable, described in the Guarantee and Collateral Agreement with
respect to such new Subsidiary, including the filing of Uniform Commercial Code
financing statements in such jurisdictions as may be required by the Guarantee
and Collateral Agreement or by law or as may be requested by the Administrative
Agent and (C) to deliver to the Administrative Agent a certificate of such
Subsidiary, substantially in the form of Exhibit C, with appropriate insertions
and attachments, and (iv) if requested by the Administrative Agent, deliver to
the Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent.

          (d) With respect to any new Excluded Foreign Subsidiary created or
acquired after the Closing Date by any Group Member (other than by any Group
Member that is an Excluded Foreign Subsidiary), promptly (i) execute and deliver
to the Administrative Agent such amendments to the Guarantee and Collateral
Agreement as the Administrative Agent deems necessary or advisable to grant to
the Administrative Agent, for the benefit of the Lenders, a perfected first
priority security interest in the Capital Stock of such new Subsidiary that is
owned by any such Group Member (provided that in no event shall more than 66% of
the total outstanding voting Capital Stock of any such new Subsidiary be
required to be so pledged), (ii) deliver to the Administrative Agent the
certificates representing such Capital Stock, together with undated stock
powers, in blank, executed and delivered by a duly authorized officer of the
relevant Group Member, and take such other action as may be necessary or, in the
opinion of the Administrative Agent, desirable to perfect the Administrative
Agent's security interest therein, and (iii) if requested by the Administrative
Agent, deliver to the Administrative Agent legal opinions relating

<PAGE>

                                                                              42


to the matters described above, which opinions shall be in form and substance,
and from counsel, reasonably satisfactory to the Administrative Agent.

          5.11 Passive Company Status. In the case of Holdings, it shall not (i)
conduct, transact or otherwise engage in, or commit to conduct, transact or
otherwise engage in, any business or operations other than those incidental to
its ownership of the Capital Stock of the Borrower and the Securitization
Subsidiaries, (ii) incur, create, assume or suffer to exist any Indebtedness or
other liabilities or financial obligations, except (w) the Securitization Note,
(x) nonconsensual obligations imposed by operation of law, (y) obligations
pursuant to the Loan Documents to which it is a party and (z) obligations with
respect to its Capital Stock, or (iii) own, lease, manage or otherwise operate
any properties or assets (including cash (other than cash received in connection
with dividends made by the Borrower in accordance with Section 6.6 pending
application in the manner contemplated by such Section 6.6) and cash equivalents
or distributions made by the Securitization Subsidiaries permitted hereunder)
other than the ownership of shares of Capital Stock of the Borrower and the
Securitization Subsidiaries.

          5.12 Post-Closing Matters. (a) The Borrower shall, and shall cause its
Subsidiaries, to use their respective commercially reasonable efforts to (i)
ratify Intellectual Property licensing arrangements in a prudent manner, (ii)
deliver to the Administrative Agent for the benefit of the Lenders an opinion of
counsel confirming the enforceability of such arrangements or (iii) otherwise
provide evidence reasonably satisfactory to the Administrative Agent and the
Arrangers (it being understood that evidence of a change in law the effect of
which is to validate such arrangements shall be deemed to be satisfactory
evidence to the Administrative Agent and the Arrangers) such that all licenses
of Intellectual Property by the Group Members so ratified, confirmed or
otherwise evidenced pursuant to the foregoing clauses (i), (ii) or (iii) shall
represent not less than $8,000,000 of the aggregate annual revenues from the
licensing of Intellectual Property by the Group Members, in the case of the
foregoing clauses (i), (ii) or (iii) in the reasonable business judgment of the
Borrower and pursuant to documentation in form and substance reasonably
satisfactory to the Administrative Agent and the Arrangers.

          (b) Notwithstanding anything to the contrary contained herein or in
the Guarantee and Collateral Agreement, on or prior to August 5, 2005, all
Subsidiaries of the Borrower which are limited liability companies formed under
the laws of the state of Delaware shall become a party to the Guarantee and
Collateral Agreement and take such other actions in the manner set forth in
Section 5.10(c).

                          SECTION 6. NEGATIVE COVENANTS

          Holdings and the Borrower hereby jointly and severally agree that, so
long as any Loan or other amount is owing to any Lender or the Administrative
Agent hereunder, each of Holdings and the Borrower shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly:

          6.1 Financial Condition Covenants.

          (a) Consolidated Leverage Ratio. Permit the Consolidated Leverage
Ratio as at the last day of any period of four consecutive fiscal quarters of
the Borrower (or, if less, the number of full fiscal quarters subsequent to the
Closing Date) ending with any fiscal quarter set forth below to exceed the ratio
set forth below opposite such fiscal quarter:

<TABLE>
<CAPTION>
                      Consolidated
  Fiscal Quarter     Leverage Ratio
  --------------     --------------
<S>                  <C>
September 30, 2005   3.50 to 1.00
December 31, 2005    3.50 to 1.00
</TABLE>

<PAGE>

                                                                              43


<TABLE>
<S>                  <C>
March 31, 2006       3.25 to 1.00
June 30, 2006        3.25 to 1.00
September 30, 2006   3.125 to 1.00
December 31, 2006    3.00 to 1.00
March 31, 2007       2.50 to 1.00
June 30, 2007        2.50 to 1.00
September 30, 2007   2.50 to 1.00
December 31, 2007    2.50 to 1.00
March 31, 2008       2.00 to 1.00
June 30, 2008        2.00 to 1.00
September 30, 2008   2.00 to 1.00
December 31, 2008    2.00 to 1.00
March 31, 2009       1.50 to 1.00
June 30, 2009        1.50 to 1.00
September 30, 2009   1.50 to 1.00
December 31, 2009    1.50 to 1.00
March 31, 2010       1.50 to 1.00
June 30, 2010        1.50 to 1.00
September 30, 2010   1.50 to 1.00
December 31, 2010    1.50 to 1.00
March 31, 2011       1.50 to 1.00
June 30, 2011        1.50 to 1.00
</TABLE>

          (b) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated
Fixed Charge Coverage Ratio for any period of four consecutive fiscal quarters
of the Borrower (or, if less, the number of full fiscal quarters subsequent to
the Closing Date) ending with any fiscal quarter set forth below to be less than
the ratio set forth below opposite such fiscal quarter:

<TABLE>
<CAPTION>
                          Consolidated
  Fiscal Quarter     Charge Coverage Ratio
  --------------     ---------------------
<S>                  <C>
September 30, 2005       1.25 to 1.00
December 31, 2005        1.25 to 1.00
March 31, 2006           1.25 to 1.00
June 30, 2006            1.25 to 1.00
September 30, 2006       1.25 to 1.00
December 31, 2006        1.375 to 1.00
March 31, 2007           1.50 to 1.00
June 30, 2007            1.50 to 1.00
September 30, 2007       1.50 to 1.00
December 31, 2007        1.50 to 1.00
March 31, 2008           1.50 to 1.00
June 30, 2008            1.50 to 1.00
September 30, 2008       1.50 to 1.00
December 31, 2008        1.50 to 1.00
March 31, 2009           1.50 to 1.00
June 30, 2009            1.50 to 1.00
September 30, 2009       1.50 to 1.00
December 31, 2009        1.50 to 1.00
</TABLE>

<PAGE>

                                                                              44


<TABLE>
<S>                  <C>
March 31, 2010           1.50 to 1.00
June 30, 2010            1.50 to 1.00
September 30, 2010       1.50 to 1.00
December 31, 2010        1.50 to 1.00
March 31, 2011           1.50 to 1.00
June 30, 2011            1.50 to 1.00
</TABLE>

          6.2 Indebtedness. Create, issue, incur, assume, become liable in
respect of or suffer to exist any Indebtedness, except:

          (a) Indebtedness of any Loan Party pursuant to any Loan Document;

          (b) Indebtedness of (i) the Borrower to any Subsidiary, (ii) any
     Wholly Owned Subsidiary Guarantor to the Borrower or any other Subsidiary,
     (iii) any Loan Party to any other Loan Party and (iv) any Subsidiary that
     is not a Loan Party to any other Subsidiary that is not a Loan Party;

          (c) Guarantee Obligations incurred in the ordinary course of business
     by the Borrower or any of its Subsidiaries of obligations of any Wholly
     Owned Subsidiary Guarantor;

          (d) Indebtedness outstanding on the date hereof and listed on Schedule
     6.2(d) and any refinancings, refundings, renewals or extensions thereof
     (without increasing, or shortening the maturity of, the principal amount
     thereof at the time of such refinancing, renewal or extension thereof);

          (e) Indebtedness (including, without limitation, Capital Lease
     Obligations) secured by Liens permitted by Section 6.3(g) in an aggregate
     principal amount not to exceed $10,000,000 at any one time outstanding;

          (f) (i) Indebtedness of the Borrower in respect of the ABL Facility in
     an aggregate principal amount not to exceed $150,000,000, provided that the
     Borrower may increase the aggregate principal amount of Indebtedness in
     respect of the ABL Facility by $75,000,000, subject to the Intercreditor
     Agreement, and any refinancings, renewals or extensions thereof (without
     increasing, or shortening the maturity, the principal amount thereof) and
     (ii) Guarantee Obligations of any Subsidiary Guarantor in respect of such
     Indebtedness;

          (g) Indebtedness of Holdings in respect of the Securitization Note;

          (h) Indebtedness of the Joint Ventures to the Borrower and Guarantee
     Obligations by the Borrower of obligations of the Joint Ventures; provided
     that in any fiscal year the aggregate principal amount of such Indebtedness
     and such Guarantee Obligations do not, when added to Investments made in
     accordance with Section 6.8(g), exceed the aggregate amount received by the
     Borrower in such fiscal year from Eddie Bauer Japan, Inc. and Eddie Bauer
     GmbH Germany by more than $2,500,000;

          (i) Indebtedness of any Loan Party to Eddie Bauer Canada and Spiegel
     Group Teleservices - Canada, Inc. in an aggregate principal amount not to
     exceed $20,000,000 at any one time outstanding; and

<PAGE>

                                                                              45


          (j) additional unsecured Indebtedness of the Borrower and its
     Subsidiaries in an aggregate principal amount (as to the Borrower and all
     such Subsidiaries) not to exceed $25,000,000 at any one time outstanding.

          6.3 Liens. Create, incur, assume or suffer to exist any Lien upon any
of its property, whether now owned or hereafter acquired, except:

          (a) Liens for taxes not yet due or that are being contested in good
     faith by appropriate proceedings, provided that adequate reserves with
     respect thereto are maintained on the books of the Borrower or its
     Subsidiaries, as the case may be, in conformity with GAAP;

          (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's
     or other like Liens arising in the ordinary course of business that are not
     overdue for a period of more than 45 days or that are being contested in
     good faith by appropriate proceedings or, in the case of mechanics',
     materialmen's or repairmen's Liens that arise as a result of a failure of a
     general contractor to pays its subcontractors, that are otherwise being
     expeditiously dealt with in an appropriate manner by the Borrower;

          (c) pledges or deposits in connection with workers' compensation,
     unemployment insurance and other social security legislation;

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

          (e) easements, rights-of-way, restrictions and other similar
     encumbrances incurred in the ordinary course of business that, in the
     aggregate, do not in any case materially detract from the value of the
     property subject thereto or materially interfere with the ordinary conduct
     of the business of the Borrower or any of its Subsidiaries;

          (f) Liens in existence on the date hereof listed on Schedule 6.3(f),
     securing Indebtedness permitted by Section 6.2(d), provided that no such
     Lien is spread to cover any additional property after the Closing Date and
     that the principal amount of Indebtedness secured thereby is not increased;

          (g) Liens securing Indebtedness of the Borrower or any other
     Subsidiary incurred pursuant to Section 6.2(e) to finance the acquisition
     of fixed or capital assets, provided that (i) such Liens shall be created
     substantially simultaneously with the acquisition of such fixed or capital
     assets, (ii) such Liens do not at any time encumber any property other than
     the property financed by such Indebtedness and (iii) the amount of
     Indebtedness secured thereby is not increased;

          (h) Liens created pursuant to the Security Documents;

          (i) any interest or title of a lessor under any lease entered into by
     the Borrower or any other Subsidiary in the ordinary course of its business
     and covering only the assets so leased, including the filing of UCC
     financing statements as a precautionary measure in connection with
     operating leases or consignment of goods;

          (j) Liens securing (i) the Indebtedness under the ABL Facility
     permitted pursuant to Section 6.2(f) hereof and (ii) Swap Agreements with
     lenders (or affiliates thereof) under the ABL

<PAGE>

                                                                              46


     Facility, to the extent permitted pursuant to Section 6.12 hereof, in each
     case subject to the Intercreditor Agreement;

          (k) Liens on assets of the Securitization Subsidiaries related to the
     Securitization Interests (as defined in the Plan of Reorganization); and

          (l) Liens arising from judgments and attachments in connection with
     court proceedings; provided that (i) the attachment or enforcement of such
     Liens would not result in an Event of Default hereunder, (ii) such Liens
     are being contested in good faith by appropriate proceedings, (iii)
     adequate reserves have been set aside for such court proceeding, (iv) no
     material assets or property of any Loan Party is subject to a material risk
     of loss or forfeiture as a result of any such judgment or attachment, (v)
     the claims in respect of such Liens are fully covered by insurance (subject
     to ordinary and customary deductibles) and (vi) a stay of execution pending
     appeal or proceeding in respect of any such judgment or attachment for
     review is in effect.

          6.4 Fundamental Changes. Enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or Dispose of all or substantially all of its
property or business, except that:

          (a) any Subsidiary of the Borrower may be merged or consolidated with
     or into the Borrower (provided that the Borrower shall be the continuing or
     surviving corporation) or with or into any Wholly Owned Subsidiary
     Guarantor (provided that the Wholly Owned Subsidiary Guarantor shall be the
     continuing or surviving corporation);

          (b) any Subsidiary of the Borrower may Dispose of any or all of its
     assets (i) to the Borrower or any Wholly Owned Subsidiary Guarantor (upon
     voluntary liquidation or otherwise) or (ii) pursuant to a Disposition
     permitted by Section 6.5; and

          (c) any Investment expressly permitted by Section 6.8 may be
     structured as a merger, consolidation or amalgamation.

          6.5 Disposition of Property. Dispose of any of its property, whether
now owned or hereafter acquired, or, in the case of any Subsidiary, issue or
sell any shares of such Subsidiary's Capital Stock to any Person, except:

          (a) the Disposition of obsolete or worn out property in the ordinary
     course of business;

          (b) the sale of inventory in the ordinary course of business;

          (c) Dispositions permitted by clause (i) of Section 6.4(b);

          (d) the sale or issuance of any Subsidiary's Capital Stock to the
     Borrower or any Wholly Owned Subsidiary Guarantor;

          (e) sales or closings by the Borrower and its Subsidiaries of their
     retail or outlet stores; provided that the Borrower and its Subsidiaries
     shall not have sold or closed 50 retail or outlet stores more than the
     Borrower and its Subsidiaries have opened at any time during the term of
     this Agreement;

          (f) the Disposition for cash of a registered trademark or application
     for registration of a trademark (other than a material trademark) that the
     applicable Loan Party determines, in the

<PAGE>

                                                                              47


     exercise of good business judgment, is no longer beneficial, appropriate or
     consistent with such Loan Party's merchandise assortment or brand image;

          (g) Dispositions of any interest of a Loan Party in any Joint Venture
     Investments; provided that such sale is made at arm's length and for fair
     market value; and

          (h) the Disposition of other property (other than accounts or
     inventory) having a fair market value not to exceed $5,000,000 in the
     aggregate during the term of this Agreement.

          6.6 Restricted Payments. Declare or pay any dividend (other than
dividends payable solely in common stock of the Person making such dividend) on,
or make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, any Capital Stock of any Group Member, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either directly
or indirectly, whether in cash or property or in obligations of any Group Member
(collectively, "Restricted Payments"), except that:

          (a) any Subsidiary may make Restricted Payments to the Borrower or any
     Wholly Owned Subsidiary Guarantor;

          (b) so long as no Default or Event of Default shall have occurred and
     be continuing, the Borrower may pay dividends to Holdings to permit
     Holdings to purchase Holdings' common stock or common stock options from
     present or former officers or employees of any Group Member upon the death,
     disability or termination of employment of such officer or employee,
     provided that the aggregate amount of payments after the date hereof (net
     of any proceeds received by Holdings and contributed to the Borrower after
     the date hereof in connection with resales of any common stock or common
     stock options so purchased) shall not exceed $5,000,000 during the term of
     this Agreement; and

          (c) the Borrower may pay dividends to Holdings to permit Holdings to
     (i) pay corporate overhead expenses incurred in the ordinary course of
     business not to exceed $5,000,000 per fiscal year of the Borrower and (ii)
     pay any taxes that are due and payable by Holdings and the Borrower as part
     of a consolidated group; and

          (d) the Securitization Subsidiaries may make distributions to Holdings
     of any amounts received in respect of any Securitization Interests (as
     defined in the Plan of Reorganization).

          6.7 Capital Expenditures. Make or commit to make any Capital
Expenditure, except Capital Expenditures of the Borrower and its Subsidiaries in
the ordinary course of business not to exceed the amount set forth in the column
opposite each fiscal year of the Borrower set forth below:

<TABLE>
<CAPTION>
Fiscal Year   Maximum Capital Expenditures
-----------   ----------------------------
<S>           <C>
    2005               $50,000,000
    2006               $60,000,000
    2007               $60,000,000
    2008               $60,000,000
    2009               $70,000,000
    2010               $70,000,000
    2011               $70,000,000
</TABLE>

<PAGE>

                                                                              48


          6.8 Investments. Make any advance, loan, extension of credit (by way
of guaranty or otherwise) or capital contribution to, or purchase any Capital
Stock, bonds, notes, debentures or other debt securities of, or any assets
constituting a business unit of, or make any other investment in, any Person
(all of the foregoing, "Investments"), except:

          (a) extensions of trade credit in the ordinary course of business;

          (b) investments in Cash Equivalents;

          (c) Guarantee Obligations permitted by Section 6.2;

          (d) loans and advances to employees of any Group Member in the
     ordinary course of business (including for travel, entertainment and
     relocation expenses) in an aggregate amount for all Group Members not to
     exceed $250,000 at any one time outstanding;

          (e) Investments in assets useful in the business of the Borrower and
     its Subsidiaries made by the Borrower or any of its Subsidiaries with the
     proceeds of any Reinvestment Deferred Amount;

          (f) intercompany Investments by any Group Member in the Borrower or
     any Person that, prior to such investment, is a Wholly Owned Subsidiary
     Guarantor;

          (g) Joint Venture Investments; provided that in any fiscal year the
     aggregate amount of such Investments does not, when added to Indebtedness
     and Guarantee Obligations incurred pursuant to Section 6.2(h), exceed the
     aggregate amount received by the Borrower in such fiscal year from Eddie
     Bauer Japan, Inc. and Eddie Bauer GmbH Germany by more than $2,500,000;

          (h) Investments outstanding on the date hereof and listed on Schedule
     6.8(h);

          (i) Indebtedness permitted under Section 6.2(i); and

          (j) in addition to Investments otherwise expressly permitted by this
     Section 6.8, Investments by the Borrower or any of its Subsidiaries in an
     aggregate amount (valued at cost) not to exceed $5,000,000 during the term
     of this Agreement.

          6.9 Optional Payments and Modifications of Certain Debt Instruments.
(a) Make or offer to make any optional or voluntary payment, prepayment,
repurchase or redemption of or otherwise optionally or voluntarily defease or
segregate funds with respect to the Securitization Note; (b) amend, modify,
waive or otherwise change, or consent or agree to any amendment, modification,
waiver or other change to, any of the material terms of the Securitization Note
(other than any such amendment, modification, waiver or other change that (i)
would extend the maturity or reduce the amount of any payment of principal
thereof or reduce the rate or extend any date for payment of interest thereon
and (ii) does not involve the payment of a consent fee); or (c) amend, modify,
waive or otherwise change, or consent or agree to any amendment, modification,
waiver or other change to, any of the terms of the ABL Facility or the ABL
Facility Agreement other than as permitted under the Intercreditor Agreement.

          6.10 Transactions with Affiliates. Enter into any transaction,
including any purchase, sale, lease or exchange of property, the rendering of
any service or the payment of any management, advisory or similar fees, with any
Affiliate (other than Holdings, the Borrower or any Wholly Owned Subsidiary
Guarantor) unless such transaction is (a) otherwise permitted under this
Agreement, (b) in the ordinary course of business of the relevant Group Member,
(c) upon fair and reasonable terms no less

<PAGE>

                                                                              49


favorable to the relevant Group Member than it would obtain in a comparable
arm's length transaction with a Person that is not an Affiliate and (d) Eddie
Bauer Canada and Spiegel Group Teleservices-Canada, Inc. may maintain cash
management arrangements with the Borrower in the ordinary course of business
consistent with past practice and in accordance with applicable law.

          6.11 Sales and Leasebacks. Enter into any arrangement with any Person
providing for the leasing by any Group Member of real or personal property that
has been or is to be sold or transferred by such Group Member to such Person or
to any other Person to whom funds have been or are to be advanced by such Person
on the security of such property or rental obligations of such Group Member.

          6.12 Swap Agreements. Enter into any Swap Agreement, except (a) Swap
Agreements entered into to hedge or mitigate risks to which the Borrower or any
Subsidiary has actual exposure (other than those in respect of Capital Stock)
and (b) Swap Agreements entered into in order to effectively cap, collar or
exchange interest rates (from fixed to floating rates, from one floating rate to
another floating rate or otherwise) with respect to any interest-bearing
liability or investment of the Borrower or any Subsidiary.

          6.13 Changes in Fiscal Periods. Permit the fiscal year of the Borrower
to end on a day other than the last Saturday nearest to December 31 or change
the Borrower's method of determining fiscal quarters.

          6.14 Negative Pledge Clauses. Enter into or suffer to exist or become
effective any agreement that prohibits or limits the ability of any Group Member
other than the Securitization Subsidiaries to create, incur, assume or suffer to
exist any Lien upon any of its property or revenues, whether now owned or
hereafter acquired, to secure its obligations under the Loan Documents to which
it is a party other than (a) this Agreement and the other Loan Documents, (b)
the ABL Facility Agreement and (c) any agreements governing any purchase money
Liens or Capital Lease Obligations otherwise permitted hereby (in which case,
any prohibition or limitation shall only be effective against the assets
financed thereby).

          6.15 Clauses Restricting Subsidiary Distributions. Enter into or
suffer to exist or become effective any consensual encumbrance or restriction on
the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in
respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness
owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or
advances to, or other Investments in, the Borrower or any other Subsidiary of
the Borrower or (c) transfer any of its assets to the Borrower or any other
Subsidiary of the Borrower, except for such encumbrances or restrictions
existing under or by reason of (i) any restrictions existing under the Loan
Documents or under the ABL Facility Agreement and (ii) any restrictions with
respect to a Subsidiary imposed pursuant to an agreement that has been entered
into in connection with the Disposition of all or substantially all of the
Capital Stock or assets of such Subsidiary.

          6.16 Lines of Business. Enter into any business, either directly or
through any Subsidiary, except for those businesses in which the Borrower and
its Subsidiaries are engaged on the date of this Agreement (after giving effect
to the Plan of Reorganization) or that are reasonably related thereto.

                          SECTION 7. EVENTS OF DEFAULT

          If any of the following events shall occur and be continuing:

<PAGE>

                                                                              50


          (a) the Borrower shall fail to pay any principal of any Loan when due
     in accordance with the terms hereof; or the Borrower shall fail to pay any
     interest on any Loan within three Business Days after any such interest
     becomes due in accordance with the terms hereof; or any other amount
     payable hereunder or under any other Loan Document within five Business
     Days after any such other amount becomes due in accordance with the terms
     hereof; or

          (b) any representation or warranty made or deemed made by any Loan
     Party herein or in any other Loan Document or that is contained in any
     certificate, document or financial or other statement furnished by it at
     any time under or in connection with this Agreement or any such other Loan
     Document shall prove to have been inaccurate in any material respect on or
     as of the date made or deemed made; or

          (c) (i) any Loan Party shall default in the observance or performance
     of any agreement contained in clause (i) or (ii) of Section 5.4(a) (with
     respect to Holdings and the Borrower only), Section 5.7(a), 5.12(a) or
     Section 6 of this Agreement or Sections 5.5 and 5.7(b) of the Guarantee and
     Collateral Agreement, (ii) an "Event of Default" under and as defined in
     any Mortgage shall have occurred and be continuing, (iii) Holdings shall
     default in the observance or performance of any agreement contained in
     Section 5.11 of this Agreement and such default shall continue unremedied
     for a period of three days or (iv) the Borrower or its Subsidiaries shall
     default in the observance or performance of any agreement contained in
     Section 5.12(b) of this Agreement and such default shall continue
     unremedied for a period of seven days; or

          (d) any Loan Party shall default in the observance or performance of
     any other agreement contained in this Agreement or any other Loan Document
     (other than as provided in paragraphs (a) through (c) of this Section 7),
     and such default shall continue unremedied for a period of 30 days; or

          (e) any Group Member shall (i) default in making any payment of any
     principal of any Indebtedness (including any Guarantee Obligation, but
     excluding the Loans) on the scheduled or original due date with respect
     thereto; or (ii) default in making any payment of any interest on any such
     Indebtedness beyond the period of grace, if any, provided in the instrument
     or agreement under which such Indebtedness was created; or (iii) default in
     the observance or performance of any other agreement or condition relating
     to any such Indebtedness or contained in any instrument or agreement
     evidencing, securing or relating thereto, or any other event shall occur or
     condition exist, the effect of which default or other event or condition is
     to cause, or to permit the holder or beneficiary of such Indebtedness (or a
     trustee or agent on behalf of such holder or beneficiary) to cause, with
     the giving of notice if required, such Indebtedness to become due prior to
     its stated maturity or (in the case of any such Indebtedness constituting a
     Guarantee Obligation) to become payable; provided, that a default, event or
     condition described in clause (i), (ii) or (iii) of this paragraph (e)
     shall not at any time constitute an Event of Default unless, at such time,
     one or more defaults, events or conditions of the type described in clauses
     (i), (ii) and (iii) of this paragraph (e) shall have occurred and be
     continuing with respect to Indebtedness the outstanding principal amount of
     which exceeds in the aggregate $5,000,000; or

          (f) (i) any Group Member shall commence any case, proceeding or other
     action (A) under any existing or future law of any jurisdiction, domestic
     or foreign, relating to bankruptcy, insolvency, reorganization or relief of
     debtors, seeking to have an order for relief entered with respect to it, or
     seeking to adjudicate it a bankrupt or insolvent, or seeking
     reorganization, arrangement, adjustment, winding-up, liquidation,
     dissolution, composition or other relief with respect to it or its debts,
     or (B) seeking appointment of a receiver, trustee, custodian, conservator
     or other similar official for it or for all or any substantial part of its
     assets, or any Group Member

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                                                                              51


     shall make a general assignment for the benefit of its creditors; or (ii)
     there shall be commenced against any Group Member any case, proceeding or
     other action of a nature referred to in clause (i) above that (A) results
     in the entry of an order for relief or any such adjudication or appointment
     or (B) remains undismissed or undischarged for a period of 60 days; or
     (iii) there shall be commenced against any Group Member any case,
     proceeding or other action seeking issuance of a warrant of attachment,
     execution, distraint or similar process against all or any substantial part
     of its assets that results in the entry of an order for any such relief
     that shall not have been vacated, discharged, or stayed or bonded pending
     appeal within 60 days from the entry thereof; or (iv) any Group Member
     shall take any action in furtherance of, or indicating its consent to,
     approval of, or acquiescence in, any of the acts set forth in clause (i),
     (ii), or (iii) above; or (v) any Group Member shall generally not, or shall
     be unable to, or shall admit in writing its inability to, pay its debts as
     they become due; or

          (g) (i) any Person shall engage in any "prohibited transaction" (as
     defined in Section 406 of ERISA or Section 4975 of the Code) involving any
     Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302
     of ERISA), whether or not waived, shall exist with respect to any Single
     Employer Plan or any Lien in favor of the PBGC or a Single Employer Plan or
     Multiemployer Plan shall arise on the assets of any Group Member or any
     Commonly Controlled Entity, (iii) a Reportable Event shall occur with
     respect to, or proceedings shall commence to have a trustee appointed, or a
     trustee shall be appointed, to administer or to terminate, any Single
     Employer Plan, which Reportable Event or commencement of proceedings or
     appointment of a trustee is, in the reasonable opinion of the Required
     Lenders, likely to result in the termination of such Single Employer Plan
     for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall
     terminate for purposes of Title IV of ERISA, (v) any Group Member or any
     Commonly Controlled Entity shall, or in the reasonable opinion of the
     Required Lenders is likely to, incur any liability in connection with a
     withdrawal from, or the Insolvency or Reorganization of, a Multiemployer
     Plan or (vi) any other event or condition shall occur or exist with respect
     to a Plan; and in each case in clauses (i) through (vi) above, such event
     or condition, together with all other such events or conditions, if any,
     could, in the sole reasonable judgment of the Required Lenders, reasonably
     be expected to have a Material Adverse Effect; or

          (h) one or more judgments or decrees shall be entered against any
     Group Member involving in the aggregate a liability (not paid or fully
     covered by insurance as to which the relevant insurance company has
     acknowledged coverage) of $5,000,000 or more, and all such judgments or
     decrees shall not have been vacated, discharged, stayed or bonded pending
     appeal within 30 days from the entry thereof; or

          (i) any of the Security Documents shall cease, for any reason, to be
     in full force and effect, or any Loan Party or any Affiliate of any Loan
     Party shall so assert, or any Lien created by any of the Security Documents
     shall cease to be enforceable and of the same effect and priority purported
     to be created thereby; or

          (j) the guarantee contained in Section 2 of the Guarantee and
     Collateral Agreement shall cease, for any reason, to be in full force and
     effect or any Loan Party or any Affiliate of any Loan Party shall so
     assert; or

          (k) (i)(A) any "person" or "group" (as such terms are used in Sections
     13(d) and 14(d) of the Securities Exchange Act of 1934, as mended (the
     "Exchange Act")) shall become, or obtain rights (whether by means of
     warrants, options or otherwise) to become the "beneficial owner" (as
     defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or
     indirectly, of more than 35% of the outstanding common stock of Holdings,
     (B) the board of directors of

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                                                                              52


     Holdings shall cease to consist of a majority of Continuing Directors, or
     (C) Holdings shall cease to own and control, of record and beneficially,
     100% of each class of outstanding Capital Stock of the Borrower free and
     clear of all Liens (except Liens created by the Guarantee and Collateral
     Agreement or Liens securing the Indebtedness under the ABL Facility) or
     (ii) a Specified Change of Control shall occur; or

          (l) the Lien subordination provisions or any other provision of the
     Intercreditor Agreement shall cease for any reason to be valid or any Loan
     Party or any of its Subsidiaries shall so assert in writing;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Borrower,
automatically the Loans (with accrued interest thereon) and all other amounts
owing under this Agreement and the other Loan Documents shall immediately become
due and payable, and (B) if such event is any other Event of Default, with the
consent of the Required Lenders, the Administrative Agent may, or upon the
request of the Required Lenders, the Administrative Agent shall, by notice to
the Borrower, declare the Loans (with accrued interest thereon) and all other
amounts owing under this Agreement and the other Loan Documents to be due and
payable forthwith, whereupon the same shall immediately become due and payable.
Except as expressly provided above in this Section 7, presentment, demand,
protest and all other notices of any kind are hereby expressly waived by the
Borrower.

                             SECTION 8. THE AGENTS

          8.1 Appointment. Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes the Administrative Agent, in such capacity, to take such action on
its behalf under the provisions of this Agreement and the other Loan Documents
and to exercise such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent.

          8.2 Delegation of Duties. The Administrative Agent may execute any of
its duties under this Agreement and the other Loan Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or attorneys
in-fact selected by it with reasonable care.

          8.3 Exculpatory Provisions. None of any Agent or any Arranger or any
of their respective officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except to the extent that any of the foregoing are found by
a final and nonappealable decision of a court of competent jurisdiction to have
resulted from its or such Person's own gross negligence or willful misconduct)
or (ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by any Loan Party or any officer
thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Agents or the Arrangers under or in connection with, this
Agreement or any other Loan Document or for the value, validity, effectiveness,

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                                                                              53


genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document or for any failure of any Loan Party a party thereto to perform its
obligations hereunder or thereunder. The Agents and the Arrangers shall not be
under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Loan Party.

          8.4 Reliance by Administrative Agent. The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any
instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, telex or teletype message, statement, order or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including counsel to Holdings or the Borrower),
independent accountants and other experts selected by the Administrative Agent.
The Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders (or, if so specified
by this Agreement, all Lenders) as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense that may be incurred by it by reason of taking or continuing to take any
such action. The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement and the other Loan
Documents in accordance with a request of the Required Lenders (or, if so
specified by this Agreement, all Lenders), and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans.

          8.5 Notice of Default. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default
unless the Administrative Agent has received notice from a Lender, Holdings or
the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders (or, if so specified by this Agreement, all
Lenders); provided that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders.

          8.6 Non-Reliance on Agents, Arrangers and Other Lenders. Each Lender
expressly acknowledges that none of the Agents or the Arrangers or any of their
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates have made any representations or warranties to it and that no act by
any Agent or any Arranger hereafter taken, including any review of the affairs
of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute
any representation or warranty by any Agent or any Arranger to any Lender. Each
Lender represents to the Agents and the Arrangers that it has, independently and
without reliance upon any Agent, any Arranger or any other Lender, and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
affiliates and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon any Agent, any Arranger or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and

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                                                                              54


creditworthiness of the Loan Parties and their affiliates. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent hereunder, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness of any Loan Party or any affiliate
of a Loan Party that may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.

          8.7 Indemnification. The Lenders agree to indemnify each Agent and
Arranger in its capacity as such (to the extent not reimbursed by Holdings or
the Borrower and without limiting the obligation of Holdings or the Borrower to
do so), ratably according to their respective Term Percentages in effect on the
date on which indemnification is sought under this Section 8.7 (or, if
indemnification is sought after the date upon which the Loans shall have been
paid in full, ratably in accordance with such Term Percentages immediately prior
to such date), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever that may at any time (whether before or after the payment
of the Loans) be imposed on, incurred by or asserted against such Agent or
Arranger in any way relating to or arising out of this Agreement, any of the
other Loan Documents or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken
or omitted by such Agent or Arranger under or in connection with any of the
foregoing; provided that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements that are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from such Agent's or Arranger's gross negligence or willful misconduct. The
agreements in this Section shall survive the payment of the Loans and all other
amounts payable hereunder.

          8.8 Agent in Its Individual Capacity. Each Agent and Arranger and its
affiliates may make loans to, accept deposits from and generally engage in any
kind of business with any Loan Party as though such Agent or Arranger were not
an Agent or an Arranger, respectively. With respect to its Loans made or renewed
by it, each Agent and Arranger shall have the same rights and powers under this
Agreement and the other Loan Documents as any Lender and may exercise the same
as though it were not an Agent or an Arranger, and the terms "Lender" and
"Lenders" shall include each Agent in its individual capacity.

          8.9 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 10 days' notice to the Lenders and the
Borrower. If the Administrative Agent shall resign as Administrative Agent under
this Agreement and the other Loan Documents, then the Required Lenders shall
appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall (unless an Event of Default under Section 7(a) or Section
7(f) with respect to the Borrower shall have occurred and be continuing) be
subject to approval by the Borrower (which approval shall not be unreasonably
withheld or delayed), whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans. If no successor agent
has accepted appointment as Administrative Agent by the date that is 10 days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become
effective, and the Lenders shall assume and perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above. After any retiring
Administrative Agent's resignation as Administrative Agent, the provisions of

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                                                                              55


this Section 8 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Administrative Agent under this Agreement and the
other Loan Documents.

          8.10 Documentation Agent, Syndication Agent and Arrangers. None of the
Documentation Agent, the Syndication Agent or any Arranger shall have any duties
or responsibilities hereunder in its capacity as such.

                            SECTION 9. MISCELLANEOUS

          9.1 Amendments and Waivers. (a) Neither this Agreement, any other Loan
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section 9.1. The
Required Lenders and each Loan Party party to the relevant Loan Document may,
or, with the written consent of the Required Lenders, the Administrative Agent
and each Loan Party party to the relevant Loan Document may, from time to time,
(a) enter into written amendments, supplements or modifications hereto and to
the other Loan Documents for the purpose of adding any provisions to this
Agreement or the other Loan Documents or changing in any manner the rights of
the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such
terms and conditions as the Required Lenders or the Administrative Agent, as the
case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall (i) forgive the principal amount of any Loan or
extend the final scheduled date of maturity of any Loan, extend the scheduled
date of any amortization payment in respect of any Loan, reduce the stated rate
of any interest or fee payable hereunder (except (x) in connection with the
waiver of applicability of any post-default increase in interest rates and (y)
that any amendment or modification of defined terms used in the financial
covenants in this Agreement shall not constitute a reduction in the rate of
interest or fees for purposes of this clause (i)) without the written consent of
each Lender directly affected thereby; (ii) eliminate or reduce the voting
rights of any Lender under this Section 9.1 without the written consent of such
Lender; (iii) reduce any percentage specified in the definition of Required
Lenders, consent to the assignment or transfer by the Borrower of any of its
rights and obligations under this Agreement and the other Loan Documents,
release all or substantially all of the Collateral or release all or
substantially all of the Subsidiary Guarantors from their obligations under the
Guarantee and Collateral Agreement, in each case without the written consent of
all Lenders; or (iv) amend, modify or waive any provision of Section 8 without
the written consent of the Agents. Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the Lenders and shall
be binding upon the Loan Parties, the Lenders, the Agents and all future holders
of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the
Administrative Agent shall be restored to their former position and rights
hereunder and under the other Loan Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon.

          (b) Notwithstanding anything to the contrary contained in Section
9.1(a), in the event that the Borrower requests that any provision of this
Agreement be amended, modified or waived in a manner which would require the
unanimous consent of all of the Lenders and such amendment, modification or
waiver is agreed to by the Required Lenders, then with the consent of the
Borrower and the Required Lenders, the Borrower and the Required Lenders shall
be permitted to amend the Agreement without the consent of the Lender or Lenders
which did not agree to the amendment, modification or waiver requested by the
Borrower (such Lender or Lenders, the "Minority Banks") to provide for (w) the
termination of the Term Commitment of each of the Minority Banks, (x) the
addition to this Agreement of one or more other financial institutions (each of
which shall be an Assignee), or an increase in the Commitment of one or more of
the Required Lenders, so that the aggregate of the Commitments after

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                                                                              56


giving effect to such amendment shall be in the same amount as the aggregate of
the Commitments immediately before giving effect to such amendment, (y) if any
Loans are outstanding at the time of such amendment, the making of such
additional Loans by such new financial institutions or Required Lenders as may
be necessary to repay in full the outstanding Loans of the Minority Banks
immediately before giving effect to such amendment and (z) such other
modifications to this Agreement as may be appropriate.

          9.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of Holdings, the Borrower and the
Administrative Agent, and as set forth in an administrative questionnaire
delivered to the Administrative Agent in the case of the Lenders, or to such
other address as may be hereafter notified by the respective parties hereto:

     Holdings:               Eddie Bauer Holdings, Inc.
                             15010 NE 36th Street
                             Redmond, Washington 98052
                             Attention: Tim McLaughlin
                             Telecopy: (425) 755-761
                             Telephone: (425) 755-6100

     Borrower:               Eddie Bauer, Inc.
                             15010 NE 36th Street
                             Redmond, Washington 98052
                             Attention: Tim McLaughlin
                             Telecopy: (425) 755-761
                             Telephone: (425) 755-6100

     Administrative Agent:   JPMorgan Chase Bank, N.A.
                             277 Park Avenue
                             New York, New York 10172
                             Attention: James A. Knight
                             Telecopy: (646) 534-3081
                             Telephone: (212) 622-8486

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders shall not be effective until received.

          Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Section 2 unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.

          9.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Lender, any
right, remedy, power or privilege hereunder or under the other Loan Documents
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further
exercise

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                                                                              57


thereof or the exercise of any other right, remedy, power or privilege. The
rights, remedies, powers and privileges herein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.

          9.4 Survival of Representations and Warranties. All representations
and warranties made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the making of the
Loans.

          9.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay or
reimburse each Agent for all its reasonable out-of-pocket costs and expenses
incurred in connection with the development, preparation and execution of, and
any amendment, supplement or modification to, this Agreement and the other Loan
Documents and any other documents prepared in connection herewith or therewith,
and the consummation and administration of the transactions contemplated hereby
and thereby, including the reasonable fees and disbursements of counsel to such
Agent and filing and recording fees and expenses, with statements with respect
to the foregoing to be submitted to the Borrower prior to the Closing Date (in
the case of amounts to be paid on the Closing Date) and from time to time
thereafter on a quarterly basis or such other periodic basis as such Agent shall
deem appropriate, (b) to pay or reimburse each Lender and Agent for all its
out-of-pocket costs and expenses incurred in connection with the enforcement or
preservation of any rights under this Agreement, the other Loan Documents and
any such other documents, or in connection with any insolvency or bankruptcy of
any Group Member or in connection with any work-out or restructuring of the
transactions contemplated hereby, including the fees and disbursements of
financial advisors and counsel to each Lender and Agent, (c) to pay, indemnify,
and hold each Lender and Agent harmless from, any and all recording and filing
fees and any and all liabilities with respect to, or resulting from any delay in
paying, stamp, excise and other taxes, if any, that may be payable or determined
to be payable in connection with the execution and delivery of, or consummation
or administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, and (d)
to pay, indemnify, and hold each Lender and Agent and its respective officers,
directors, employees, affiliates, agents and controlling persons (each, an
"Indemnitee") harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents and any such other documents, including any
of the foregoing relating to the use of proceeds of the Loans or the violation
of, noncompliance with or liability under, any Environmental Law applicable to
the operations of any Group Member, or any actual or alleged presence or release
of Materials of Environmental Concern on or from any property currently or
formerly owned or operated by any Group Member, and the reasonable fees and
expenses of legal counsel in connection with claims, actions or proceedings by
any Indemnitee against any Loan Party under any Loan Document (all the foregoing
in this clause (d), collectively, the "Indemnified Liabilities"), provided that
the Borrower shall have no obligation hereunder to any Indemnitee with respect
to Indemnified Liabilities to the extent such Indemnified Liabilities are found
by a final and nonappealable decision of a court of competent jurisdiction to
have resulted from the gross negligence or willful misconduct of such
Indemnitee. Without limiting the foregoing, and to the extent permitted by
applicable law, the Borrower agrees not to assert and to cause its Subsidiaries
not to assert, and hereby waives and agrees to cause its Subsidiaries to waive,
all rights for contribution or any other rights of recovery with respect to all
claims, demands, penalties, fines, liabilities, settlements, damages, costs and
expenses of whatever kind or nature, under or related to Environmental Laws,
that any of them might have by statute or otherwise against any Indemnitee,
except with respect to any such claims, demands, penalties, fines, liabilities,
settlements, damages, costs or expenses to the extent they are found by a final
and nonappealable decision of a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of such Indemnitee. All

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                                                                              58


amounts due under this Section 9.5 shall be payable not later than 10 days after
written demand therefor. Statements payable by the Borrower pursuant to this
Section 9.5 shall be submitted to Tim McLaughlin (Telephone No. (425) 755-6100)
(Telecopy No. (425) 755-7671), at the address of the Borrower set forth in
Section 9.2, or to such other Person or address as may be hereafter designated
by the Borrower in a written notice to the Administrative Agent. The agreements
in this Section 9.5 shall survive repayment of the Loans and all other amounts
payable hereunder.

          9.6 Successors and Assigns; Participations and Assignments. (a) The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby,
except that (i) the Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Borrower without such consent
shall be null and void) and (ii) no Lender may assign or otherwise transfer its
rights or obligations hereunder except in accordance with this Section 9.6.

          (b)(i) Subject to the conditions set forth in paragraph (b)(ii) below,
any Lender may assign to one or more assignees (each, an "Assignee") all or a
portion of its rights and obligations under this Agreement (including all or a
portion of the Loans at the time owing to it) with the prior written consent of:

          (A) the Borrower (such consent not to be unreasonably withheld),
     provided that no consent of the Borrower shall be required for an
     assignment to a Lender, an affiliate of a Lender, an Approved Fund (as
     defined below) or, if any Event of Default has occurred and is continuing,
     any other Person; and

          (B) the Administrative Agent, provided that no consent of the
     Administrative Agent shall be required for an assignment of all or any
     portion of a Term Loan to a Lender, an affiliate of a Lender or an Approved
     Fund.

          (ii) Assignments shall be subject to the following additional
conditions:

          (A) except in the case of an assignment to a Lender, an affiliate of a
     Lender or an Approved Fund or an assignment of the entire remaining amount
     of the assigning Lender's Loans, the amount of the Loans of the assigning
     Lender subject to each such assignment (determined as of the date the
     Assignment and Assumption with respect to such assignment is delivered to
     the Administrative Agent) shall not be less than $1,000,000 unless each of
     the Borrower and the Administrative Agent otherwise consent, provided that
     (1) no such consent of the Borrower shall be required if any Event of
     Default has occurred and is continuing and (2) such amounts shall be
     aggregated in respect of each Lender and its affiliates or Approved Funds,
     if any, so long as the amount of the Loans held by each such Lender,
     affiliate or Approved Fund shall not be less than $500,000;

          (B) the parties to each assignment shall execute and deliver to the
     Administrative Agent an Assignment and Assumption, together with a
     processing and recordation fee of $3,500; and

          (C) the Assignee, if it shall not be a Lender, shall deliver to the
     Administrative Agent an administrative questionnaire.

          For the purposes of this Section 9.6, "Approved Fund" means any Person
(other than a natural person) that is engaged in making, purchasing, holding or
investing in bank loans and similar extensions of credit in the ordinary course
of its business and that is administered or managed by (a) a

<PAGE>

                                                                              59


Lender, (b) an affiliate of a Lender or (c) an entity or an affiliate of an
entity that administers or manages a Lender.

          (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) below, from and after the effective date specified in each
Assignment and Assumption the Assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Assumption, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
2.13, 2.14, 2.15 and 9.5). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 9.6
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (c) of
this Section.

          (iv) The Administrative Agent, acting for this purpose as an agent of
the Borrower, shall maintain at one of its offices a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the principal amount of the Loans owing to, each
Lender pursuant to the terms hereof from time to time (the "Register"). The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.

          (v) Upon its receipt of a duly completed Assignment and Assumption
executed by an assigning Lender and an Assignee, the Assignee's completed
administrative questionnaire (unless the Assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Assumption and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

          (c)(i) Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of the Loans owing to it);
provided that (A) such Lender's obligations under this Agreement shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (C) the Borrower, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver
of any provision of this Agreement; provided that such agreement may provide
that such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver that (1) requires the consent of each Lender
directly affected thereby pursuant to the proviso to the second sentence of
Section 9.1 and (2) directly affects such Participant. Subject to paragraph
(c)(ii) of this Section, the Borrower agrees that each Participant shall be
entitled to the benefits of Sections 2.13, 2.14 and 2.15 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 9.7(b) as though it were a
Lender, provided such Participant shall be subject to Section 9.7(a) as though
it were a Lender.

<PAGE>

                                                                              60


          (ii) A Participant shall not be entitled to receive any greater
payment under Section 2.13 or 2.14 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. Any Participant that is a Non-U.S. Lender
shall not be entitled to the benefits of Section 2.14 unless such Participant
complies with Section 2.14(d).

          (d) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or Assignee for such Lender as a party hereto.

          (e) The Borrower, upon receipt of written notice from the relevant
Lender, agrees to issue Notes to any Lender requiring Notes to facilitate
transactions of the type described in paragraph (d) above.

          (f) Notwithstanding the foregoing, any Conduit Lender may assign any
or all of the Loans it may have funded hereunder to its designating Lender
without the consent of the Borrower or the Administrative Agent and without
regard to the limitations set forth in Section 9.6(b). Each of Holdings, the
Borrower, each Lender and the Administrative Agent hereby confirms that it will
not institute against a Conduit Lender or join any other Person in instituting
against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceeding under any state bankruptcy or similar law, for one
year and one day after the payment in full of the latest maturing commercial
paper note issued by such Conduit Lender; provided, however, that each Lender
designating any Conduit Lender hereby agrees to indemnify, save and hold
harmless each other party hereto for any loss, cost, damage or expense arising
out of its inability to institute such a proceeding against such Conduit Lender
during such period of forbearance.

          9.7 Adjustments; Set-off. (a) Except to the extent that this Agreement
expressly provides for payments to be allocated to a particular Lender, if any
Lender (a "Benefitted Lender") shall receive any payment of all or part of the
Obligations owing to it, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by set-off, pursuant to events or proceedings of
the nature referred to in Section 7(f), or otherwise), in a greater proportion
than any such payment to or collateral received by any other Lender, if any, in
respect of the Obligations owing to such other Lender, such Benefitted Lender
shall purchase for cash from the other Lenders a participating interest in such
portion of the Obligations owing to each such other Lender, or shall provide
such other Lenders with the benefits of any such collateral, as shall be
necessary to cause such Benefitted Lender to share the excess payment or
benefits of such collateral ratably with each of the Lenders; provided, however,
that if all or any portion of such excess payment or benefits is thereafter
recovered from such Benefitted Lender, such purchase shall be rescinded, and the
purchase price and benefits returned, to the extent of such recovery, but
without interest.

          (b) In addition to any rights and remedies of the Lenders provided by
law, each Lender shall have the right, without prior notice to Holdings or the
Borrower, any such notice being expressly waived by Holdings and the Borrower to
the extent permitted by applicable law, upon any amount becoming due and payable
by Holdings or the Borrower hereunder (whether at the stated maturity, by
acceleration or otherwise), to set off and appropriate and apply against such
amount any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,

<PAGE>

                                                                              61


matured or unmatured, at any time held or owing by such Lender or any branch or
agency thereof to or for the credit or the account of Holdings or the Borrower,
as the case may be. Each Lender agrees promptly to notify the Borrower and the
Administrative Agent after any such setoff and application made by such Lender,
provided that the failure to give such notice shall not affect the validity of
such setoff and application.

          9.8 Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Agreement by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Borrower and the Administrative Agent.

          9.9 Severability. Any provision of this Agreement that is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

          9.10 Integration. This Agreement and the other Loan Documents
represent the entire agreement of Holdings, the Borrower, the Administrative
Agent and the Lenders with respect to the subject matter hereof and thereof, and
there are no promises, undertakings, representations or warranties by the
Administrative Agent or any Lender relative to the subject matter hereof not
expressly set forth or referred to herein or in the other Loan Documents.

          9.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          9.12 Submission To Jurisdiction; Waivers. Each of Holdings and the
Borrower hereby irrevocably and unconditionally:

          (a) submits for itself and its property in any legal action or
     proceeding relating to this Agreement and the other Loan Documents to which
     it is a party, or for recognition and enforcement of any judgment in
     respect thereof, to the non-exclusive general jurisdiction of the courts of
     the State of New York, the courts of the United States for the Southern
     District of New York, and appellate courts from any thereof;

          (b) consents that any such action or proceeding may be brought in such
     courts and waives any objection that it may now or hereafter have to the
     venue of any such action or proceeding in any such court or that such
     action or proceeding was brought in an inconvenient court and agrees not to
     plead or claim the same;

          (c) agrees that service of process in any such action or proceeding
     may be effected by mailing a copy thereof by registered or certified mail
     (or any substantially similar form of mail), postage prepaid, to Holdings
     or the Borrower, as the case may be at its address set forth in Section 9.2
     or at such other address of which the Administrative Agent shall have been
     notified pursuant thereto;

<PAGE>

                                                                              62


          (d) agrees that nothing herein shall affect the right to effect
     service of process in any other manner permitted by law or shall limit the
     right to sue in any other jurisdiction; and

          (e) waives, to the maximum extent not prohibited by law, any right it
     may have to claim or recover in any legal action or proceeding referred to
     in this Section any special, exemplary, punitive or consequential damages.

          9.13 Acknowledgements. Each of Holdings and the Borrower hereby
acknowledges that:

          (a) it has been advised by counsel in the negotiation, execution and
     delivery of this Agreement and the other Loan Documents;

          (b) neither the Administrative Agent nor any Lender has any fiduciary
     relationship with or duty to Holdings or the Borrower arising out of or in
     connection with this Agreement or any of the other Loan Documents, and the
     relationship between Administrative Agent and Lenders, on one hand, and
     Holdings and the Borrower, on the other hand, in connection herewith or
     therewith is solely that of debtor and creditor; and

          (c) no joint venture is created hereby or by the other Loan Documents
     or otherwise exists by virtue of the transactions contemplated hereby among
     the Lenders or among Holdings, the Borrower and the Lenders.

          9.14 Releases of Guarantees and Liens. (a) Notwithstanding anything to
the contrary contained herein or in any other Loan Document, the Administrative
Agent is hereby irrevocably authorized by each Lender (without requirement of
notice to or consent of any Lender except as expressly required by Section 9.1)
to take any action requested by the Borrower having the effect of releasing any
Collateral or guarantee obligations (i) to the extent necessary to permit
consummation of any transaction not prohibited by any Loan Document or that has
been consented to in accordance with Section 9.1 or (ii) under the circumstances
described in paragraph (b) below.

          (b) At such time as the Loans and the other obligations under the Loan
Documents (other than obligations under or in respect of Swap Agreements) shall
have been paid in full, (i) the Collateral shall be released from the Liens
created by the Security Documents, and the Security Documents and all
obligations (other than those expressly stated to survive such termination) of
the Administrative Agent and each Loan Party under the Security Documents shall
terminate, all without delivery of any instrument or performance of any act by
any Person and (ii) at the expense of the Borrower, with no representation or
warranty by the Administrative Agent or any Lender, the Administrative Agent
shall deliver any collateral then in its possession and any termination
statements or documents as the Borrower may from time to time reasonably request
to effectuate, or reflect of public record, the release and discharge of the
security interests and liens described in clause (i) above.

          9.15 Confidentiality. Each of the Administrative Agent and each Lender
agrees to keep confidential all non-public information provided to it by any
Loan Party, the Administrative Agent or any Lender pursuant to or in connection
with this Agreement that is designated by the provider thereof as confidential;
provided that nothing herein shall prevent the Administrative Agent or any
Lender from disclosing any such information (a) to the Administrative Agent, any
other Lender or any affiliate thereof, (b) subject to an agreement to comply
with the provisions of this Section, to any actual or prospective Transferee or
any direct or indirect counterparty to any Swap Agreement (or any professional
advisor to such counterparty), (c) to its employees, directors, agents,
attorneys, accountants and other professional advisors or those of any of its
affiliates, (d) upon the request or demand of any Governmental Authority,

<PAGE>

                                                                              63


(e) in response to any order of any court or other Governmental Authority or as
may otherwise be required pursuant to any Requirement of Law, (f) if requested
or required to do so in connection with any litigation or similar proceeding,
(g) that has been publicly disclosed, (h) to the National Association of
Insurance Commissioners or any similar organization or any nationally recognized
rating agency that requires access to information about a Lender's investment
portfolio in connection with ratings issued with respect to such Lender, or (i)
in connection with the exercise of any remedy hereunder or under any other Loan
Document.

          9.16 Patriot Act. Each Lender that is subject to the requirements of
the Patriot Act and the Administrative Agent (on behalf of itself and not on
behalf of any Lender) hereby notifies the Borrower that pursuant to the
requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow such Lender or
the Administrative Agent, as applicable, to identify the Borrower in accordance
with the Patriot Act. The Borrower shall, and shall cause each of its
Subsidiaries to, provide, to the extent commercially reasonable, such
information and take such actions as are reasonably requested by each Lender and
the Administrative Agent to maintain compliance with the Patriot Act.

          9.17 WAIVERS OF JURY TRIAL. HOLDINGS, THE BORROWER, THE ADMINISTRATIVE
AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY
IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

<PAGE>

                                                                              64


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.

                                   EDDIE BAUER HOLDINGS, INC.


                                   By: /s/ Fabian Mansson
                                       ------------------------------------
                                   Name: Fabian Mansson
                                         ----------------------------------
                                   Title: President, Chief Executive Officer
                                          ----------------------------------


                                   EDDIE BAUER, INC.


                                   By: /s/ Timothy McLaughlin
                                       ------------------------------------
                                   Name: Timothy McLaughlin
                                         ----------------------------------
                                   Title: Senior Vice President,
                                          Chief Financial Officer
                                          ---------------------------------


                                   JPMORGAN CHASE BANK, N.A., as
                                   Administrative Agent and as a Lender


                                   By: /s/ James A. Knight
                                       ------------------------------------
                                   Name: James A. Knight
                                         ----------------------------------
                                   Title:
                                          ---------------------------------


                                   GENERAL ELECTRIC CAPITAL CORPORATION,
                                   as Syndication Agent and as a Lender


                                   By: /s/ Kristina M. Miller
                                       ------------------------------------
                                   Name: Kristina M. Miller
                                         ----------------------------------
                                   Title: Duly Authorized Signatory
                                          ---------------------------------


                                   CREDIT SUISSE, Cayman Islands Branch,
                                   as Documentation Agent and as a Lender


                                   By: /s/ Thomas S. Hall
                                       ------------------------------------
                                   Name: Thomas S. Hall
                                         ----------------------------------
                                   Title: Vice President
                                          ---------------------------------


                                   By: /s/ Doreen Barr
                                       ------------------------------------
                                   Name: Doreen Barr
                                         ----------------------------------
                                   Title: Associate
                                          ---------------------------------

<PAGE>

                                                                       EXHIBIT A

                       GUARANTEE AND COLLATERAL AGREEMENT

                                     made by

                           EDDIE BAUER HOLDINGS, INC.,

                               EDDIE BAUER, INC.,
                                  as Borrower,

                         and certain of its Subsidiaries

                                   in favor of

                           JPMORGAN CHASE BANK, N.A.,
                             as Administrative Agent

                            Dated as of June 21, 2005

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>        <C>                                                              <C>
SECTION 1. DEFINED TERMS.................................................     1
           1.1  Definitions..............................................     1
           1.2  Other Definitional Provisions............................     4

SECTION 2. GUARANTEE.....................................................     5
           2.1  Guarantee................................................     5
           2.2  Right of Contribution....................................     5
           2.3  No Subrogation...........................................     5
           2.4  Amendments, etc. with respect to the Borrower
                Obligations..............................................     6
           2.5  Guarantee Absolute and Unconditional.....................     6
           2.6  Reinstatement............................................     7
           2.7  Payments.................................................     7

SECTION 3. GRANT OF SECURITY INTEREST....................................     7

SECTION 4. REPRESENTATIONS AND WARRANTIES................................     8
           4.1  Title; No Other Liens....................................     8
           4.2  Perfected First Priority Liens...........................     8
           4.3  Perfected Second Priority Liens..........................     9
           4.4  Jurisdiction of Organization; Chief Executive Office.....     9
           4.5  Farm Products............................................     9
           4.6  Investment Property......................................     9
           4.7  Receivables..............................................     9
           4.8  Contracts................................................    10
           4.9  Intellectual Property....................................    10
           4.10 Commercial Tort Claims...................................    11

SECTION 5. COVENANTS.....................................................    11
           5.1  Delivery of Instruments, Certificated Securities and
                Chattel Paper............................................    11
           5.2  Maintenance of Insurance.................................    11
           5.3  Payment of Obligations...................................    11
           5.4  Maintenance of Perfected Security Interest; Further
                Documentation............................................    11
           5.5  Changes in Name, etc.....................................    12
           5.6  Notices..................................................    12
           5.7  Investment Property......................................    12
           5.8  Receivables..............................................    13
           5.9  Contracts................................................    13
           5.10 Intellectual Property....................................    13
           5.11 Commercial Tort Claims...................................    15

SECTION 6. REMEDIAL PROVISIONS...........................................    15
           6.1  Certain Matters Relating to Receivables..................    15
           6.2  Communications with Obligors; Grantors Remain Liable.....    15
           6.3  Pledged Stock............................................    16
           6.4  Proceeds to be Turned Over To Administrative Agent.......    17
           6.5  Application of Proceeds..................................    17
           6.6  Code and Other Remedies..................................    18
</TABLE>


                                        i

<PAGE>

<TABLE>
<S>        <C>                                                              <C>
           6.7  Deficiency...............................................    18

SECTION 7. THE ADMINISTRATIVE AGENT......................................    18
           7.1  Administrative Agent's Appointment as Attorney-in-Fact,
                etc......................................................    18
           7.2  Duty of Administrative Agent.............................    20
           7.3  Execution of Financing Statements........................    20
           7.4  Authority of Administrative Agent........................    20

SECTION 8. MISCELLANEOUS.................................................    21
           8.1  Amendments in Writing....................................    21
           8.2  Notices..................................................    21
           8.3  No Waiver by Course of Conduct; Cumulative Remedies......    21
           8.4  Enforcement Expenses; Indemnification....................    21
           8.5  Successors and Assigns...................................    21
           8.6  Set-Off..................................................    22
           8.7  Counterparts.............................................    22
           8.8  Severability.............................................    22
           8.9  Section Headings.........................................    22
           8.10 Integration..............................................    22
           8.11 GOVERNING LAW............................................    22
           8.12 Submission To Jurisdiction; Waivers......................    22
           8.13 Acknowledgements.........................................    23
           8.14 Additional Grantors......................................    23
           8.15 Releases.................................................    23
           8.16 WAIVER OF JURY TRIAL.....................................    24
</TABLE>

SCHEDULES

Schedule 1 Notice Addresses
Schedule 2 Investment Property
Schedule 3 Perfection Matters - Term Lender Priority Collateral
Schedule 4 Perfection Matters - Revolving Lender Priority Collateral
Schedule 5 Jurisdictions of Organization and Chief Executive Offices
Schedule 6 Intellectual Property
Schedule 7 Contracts


                                       ii

<PAGE>

                       GUARANTEE AND COLLATERAL AGREEMENT

          GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 21, 2005 made by
each of the signatories hereto (together with any other entity that may become a
party hereto as provided herein, the "Grantors"), in favor of JPMORGAN CHASE
BANK, N.A., as Administrative Agent (in such capacity, the "Administrative
Agent") for the banks and other financial institutions or entities (the
"Lenders") from time to time parties to the Term Loan Agreement, dated as of
June 21, 2005 (as amended, supplemented or otherwise modified from time to time,
the "Loan Agreement"), among Eddie Bauer Holdings, Inc. ("Holdings"), Eddie
Bauer, Inc. (the "Borrower"), the Lenders and the Administrative Agent.

                                   WITNESSETH:

          WHEREAS, pursuant to the Loan Agreement, the Lenders have severally
agreed to make loans and other extensions of credit to the Borrower upon the
terms and subject to the conditions set forth therein;

          WHEREAS, the Borrower is a member of an affiliated group of companies
that includes each other Grantor;

          WHEREAS, the proceeds of the loans and the other extensions of credit
under the Loan Agreement will be used in part to enable the Borrower to make
valuable transfers to one or more of the other Grantors in connection with the
operation of their respective businesses;

          WHEREAS, the Borrower and the other Grantors are engaged in related
businesses, and each Grantor will derive substantial direct and indirect benefit
from the making of the loans and other extensions of credit under the Loan
Agreement; and

          WHEREAS, it is a condition precedent to the obligation of the Lenders
to make their respective loans and other extensions of credit to the Borrower
under the Loan Agreement that the Grantors shall have executed and delivered
this Agreement to the Administrative Agent for the ratable benefit of the
Secured Parties;

          NOW, THEREFORE, in consideration of the premises and to induce the
Administrative Agent and the Lenders to enter into the Loan Agreement and to
induce the Lenders to make their respective loans and other extensions of credit
to the Borrower thereunder, each Grantor hereby agrees with the Administrative
Agent, for the ratable benefit of the Lenders, as follows:

                            SECTION 1. DEFINED TERMS

     1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the
Loan Agreement and used herein shall have the meanings given to them in the Loan
Agreement, and the following terms are used herein as defined in the New York
UCC: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims,
Documents, Equipment, Farm Products, Fixtures, General Intangibles, Instruments,
Inventory, Letter-of-Credit Rights and Supporting Obligations.

     (b) The following terms shall have the following meanings:

<PAGE>

                                                                               2


          "Agreement": this Guarantee and Collateral Agreement, as the same may
be amended, supplemented or otherwise modified from time to time.

          "Borrower Obligations": the collective reference to the unpaid
principal of and interest on the Loans and all other obligations and liabilities
of the Borrower (including, without limitation, interest accruing at the then
applicable rate provided in the Loan Agreement after the maturity of the Loans
and interest accruing at the then applicable rate provided in the Loan Agreement
after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to the Borrower, whether
or not a claim for post-filing or post-petition interest is allowed in such
proceeding) to any Secured Lender whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of, or in connection with, the Loan Agreement, this
Agreement, the other Loan Documents or any other document made, delivered or
given in connection with any of the foregoing, in each case whether on account
of principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses or otherwise (including, without limitation, all fees and disbursements
of counsel to the Administrative Agent or to the Lenders that are required to be
paid by the Borrower pursuant to the terms of any of the foregoing agreements).

          "Collateral": as defined in Section 3.

          "Collateral Account": any collateral account established by the
Administrative Agent as provided in Section 6.1 or 6.4.

          "Contracts": the material contracts and agreements of any Grantor
listed in Schedule 7, as the same may be amended, supplemented or otherwise
modified from time to time, including, without limitation, (i) all rights of any
Grantor to receive moneys due and to become due to it thereunder or in
connection therewith, (ii) all rights of any Grantor to damages arising
thereunder and (iii) all rights of any Grantor to perform and to exercise all
remedies thereunder.

          "Copyright Licenses": any written agreement naming any Grantor as
licensor or licensee (including, without limitation, those listed in Schedule
6), granting any right under any Copyright, including, without limitation, the
grant of such rights to manufacture, distribute, exploit and sell materials
embodying any work protected by such Copyright.

          "Copyrights": (i) all copyrights arising under the laws of the United
States, any other country or any political subdivision thereof, whether
registered or unregistered and whether published or unpublished (including,
without limitation, those listed in Schedule 6), all registrations and
recordings thereof, and all applications in connection therewith, including,
without limitation, all registrations, recordings and applications in the United
States Copyright Office, and (ii) the right to obtain all renewals thereof.

          "Deposit Account": as defined in the Uniform Commercial Code of any
applicable jurisdiction and, in any event, including, without limitation, any
demand, time, savings, passbook or like account maintained with a depositary
institution.

          "Foreign Subsidiary": any Subsidiary organized under the laws of any
jurisdiction outside the United States of America.

          "Foreign Subsidiary Voting Stock": the voting Capital Stock of any
first tier Foreign Subsidiary.

<PAGE>

                                                                               3


          "Guarantor Obligations": with respect to any Guarantor, all
obligations and liabilities of such Guarantor which may arise under or in
connection with this Agreement (including, without limitation, Section 2) or any
other Loan Document to which such Guarantor is a party, in each case whether on
account of guarantee obligations, reimbursement obligations, fees, indemnities,
costs, expenses or otherwise (including, without limitation, all fees and
disbursements of counsel to the Administrative Agent or to the Lenders that are
required to be paid by such Guarantor pursuant to the terms of this Agreement or
any other Loan Document).

          "Guarantors": the collective reference to each Grantor other than the
Borrower.

          "Intellectual Property": the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including,
without limitation, the Copyrights, the Copyright Licenses, the Patents, the
Patent Licenses, the Trademarks and the Trademark Licenses, technology, know-how
and processes, and all rights to sue at law or in equity for any infringement or
other impairment thereof, including the right to receive all proceeds and
damages therefrom.

          "Intercompany Note": any promissory note evidencing loans made by any
Grantor to Holdings or any of its Subsidiaries.

          "Intercreditor Agreement": the Intercreditor Agreement, dated as of
June 21, 2005, among the Grantors, the Administrative Agent and the ABL Facility
Agent.

          "Investment Property": the collective reference to (i) all "investment
property" as such term is defined in Section 9-102(a)(49) of the New York UCC
(other than any Foreign Subsidiary Voting Stock excluded from the definition of
"Pledged Stock") and (ii) whether or not constituting "investment property" as
so defined, all Pledged Notes and all Pledged Stock.

          "Issuers": the collective reference to each issuer of any Investment
Property.

          "Material Intellectual Property": any Intellectual Property owned by a
Grantor and material to the operation of such Grantor's business as currently
conducted.

          "New York UCC": the Uniform Commercial Code as from time to time in
effect in the State of New York.

          "Obligations": (i) in the case of the Borrower, the Borrower
Obligations, and (ii) in the case of each Guarantor, its Guarantor Obligations.

          "Patent License": all agreements, whether written or oral, providing
for the grant by or to any Grantor of any right to manufacture, use or sell any
invention covered in whole or in part by a Patent, including, without
limitation, any of the foregoing referred to in Schedule 6.

          "Patents": (i) all letters patent of the United States, any other
country or any political subdivision thereof, and all reissues and extensions
thereof, including, without limitation, any of the foregoing referred to in
Schedule 6, (ii) all applications for letters patent of the United States or any
other country and all divisions, continuations and continuations-in-part
thereof, including, without limitation, any of the foregoing referred to in
Schedule 6, and (iii) all rights to obtain any reissues or extensions of the
foregoing.

<PAGE>

                                                                               4


          "Pledged Notes": all promissory notes listed on Schedule 2, all
Intercompany Notes at any time issued to any Grantor and all other promissory
notes issued to or held by any Grantor (other than promissory notes issued in
connection with extensions of trade credit by any Grantor in the ordinary course
of business).

          "Pledged Stock": the shares of Capital Stock listed on Schedule 2,
together with any other shares, stock certificates, options, interests or rights
of any nature whatsoever in respect of the Capital Stock of any Person that may
be issued or granted to, or held by, any Grantor while this Agreement is in
effect; provided that in no event shall more than 66% of the total outstanding
Foreign Subsidiary Voting Stock of any Foreign Subsidiary be required to be
pledged hereunder.

          "Proceeds": all "proceeds" as such term is defined in Section
9-102(a)(64) of the New York UCC and, in any event, shall include, without
limitation, all dividends or other income from the Investment Property,
collections thereon or distributions or payments with respect thereto.

          "Receivable": any right to payment for goods sold or leased or for
services rendered, whether or not such right is evidenced by an Instrument or
Chattel Paper and whether or not it has been earned by performance (including,
without limitation, any Account).

          "Revolving Lender Priority Collateral": as defined in the
Intercreditor Agreement.

          "Secured Parties": the collective reference to the Administrative
Agent and the Lenders.

          "Securities Act": the Securities Act of 1933, as amended.

          "Term Lender Priority Collateral": as defined in the Intercreditor
Agreement.

          "Trademark License": any agreement, whether written or oral, providing
for the grant by or to any Grantor of any right to use any Trademark, including,
without limitation, any of the foregoing referred to in Schedule 6.

          "Trademarks": (i) all trademarks, trade names, corporate names,
company names, business names, fictitious business names, trade dress, service
marks, logos and other source or business identifiers, and all goodwill
associated therewith, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all applications in connection
therewith, whether in the United States Patent and Trademark Office or in any
similar office or agency of the United States, any State thereof or any other
country or any political subdivision thereof, or otherwise, and all common-law
rights related thereto, including, without limitation, any of the foregoing
referred to in Schedule 6, and (ii) the right to obtain all renewals thereof.

     1.2 Other Definitional Provisions. (a) The words "hereof," "herein",
"hereto" and "hereunder" and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of
this Agreement, and Section and Schedule references are to this Agreement unless
otherwise specified.

     (b) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.

     (c) Where the context requires, terms relating to the Collateral or any
part thereof, when used in relation to a Grantor, shall refer to such Grantor's
Collateral or the relevant part thereof.

<PAGE>

                                                                               5


                              SECTION 2. GUARANTEE

     2.1 Guarantee. (a) Each of the Guarantors hereby, jointly and severally,
unconditionally and irrevocably, guarantees to the Administrative Agent, for the
ratable benefit of the Secured Parties and their respective successors,
indorsees, transferees and assigns, the prompt and complete payment and
performance by the Borrower when due (whether at the stated maturity, by
acceleration or otherwise) of the Borrower Obligations.

     (b) Anything herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of each Guarantor hereunder and under the
other Loan Documents shall in no event exceed the amount which can be guaranteed
by such Guarantor under applicable federal and state laws relating to the
insolvency of debtors (after giving effect to the right of contribution
established in Section 2.2).

     (c) Each Guarantor agrees that the Borrower Obligations may at any time and
from time to time exceed the amount of the liability of such Guarantor hereunder
without impairing the guarantee contained in this Section 2 or affecting the
rights and remedies of the Secured Parties hereunder.

     (d) The guarantee contained in this Section 2 shall remain in full force
and effect until all the Borrower Obligations and the obligations of each
Guarantor under the guarantee contained in this Section 2 shall have been
satisfied by payment in full.

     (e) No payment made by the Borrower, any of the Guarantors, any other
guarantor or any other Person or received or collected by any Secured Party from
the Borrower, any of the Guarantors, any other guarantor or any other Person by
virtue of any action or proceeding or any set-off or appropriation or
application at any time or from time to time in reduction of or in payment of
the Borrower Obligations shall be deemed to modify, reduce, release or otherwise
affect the liability of any Guarantor hereunder which shall, notwithstanding any
such payment (other than any payment made by such Guarantor in respect of the
Borrower Obligations or any payment received or collected from such Guarantor in
respect of the Borrower Obligations), remain liable for the Borrower Obligations
up to the maximum liability of such Guarantor hereunder until the Borrower
Obligations are paid in full.

     2.2 Right of Contribution. Each Guarantor hereby agrees that to the extent
that a Guarantor shall have paid more than its proportionate share of any
payment made hereunder, such Guarantor shall be entitled to seek and receive
contribution from and against any other Guarantor hereunder which has not paid
its proportionate share of such payment. Each Guarantor's right of contribution
shall be subject to the terms and conditions of Section 2.3. The provisions of
this Section 2.2 shall in no respect limit the obligations and liabilities of
any Guarantor to the Secured Parties, and each Guarantor shall remain liable to
the Secured Parties for the full amount guaranteed by such Guarantor hereunder.

     2.3 No Subrogation. Notwithstanding any payment made by any Guarantor
hereunder or any set-off or application of funds of any Guarantor by any Secured
Party, no Guarantor shall be entitled to be subrogated to any of the rights of
any Secured Party against the Borrower or any other Guarantor or any collateral
security or guarantee or right of offset held by any Secured Party for the
payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled
to seek any contribution or reimbursement from the Borrower or any other
Guarantor in respect of payments made by such Guarantor hereunder, until all
amounts owing to the Secured Parties by the Borrower on account of the Borrower
Obligations are paid in full. If any amount shall be paid to any Guarantor on
account of such subrogation rights at any time when all of the Borrower
Obligations shall not have been paid in full, such amount shall be held by such
Guarantor in trust for the Secured Parties, segregated from other funds of such
Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over
to the Administrative Agent in the

<PAGE>

                                                                               6


exact form received by such Guarantor (duly indorsed by such Guarantor to the
Administrative Agent, if required), to be applied against the Borrower
Obligations, whether matured or unmatured, in such order as the Administrative
Agent may determine.

     2.4 Amendments, etc. with respect to the Borrower Obligations. Each
Guarantor shall remain obligated hereunder notwithstanding that, without any
reservation of rights against any Guarantor and without notice to or further
assent by any Guarantor, any demand for payment of any of the Borrower
Obligations made by any Secured Party may be rescinded by such Secured Party and
any of the Borrower Obligations continued, and the Borrower Obligations, or the
liability of any other Person upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by any Secured Party,
and the Loan Agreement and the other Loan Documents and any other documents
executed and delivered in connection therewith may be amended, modified,
supplemented or terminated, in whole or in part, as the Administrative Agent (or
the Required Lenders or all Lenders, as the case may be) may deem advisable from
time to time, and any collateral security, guarantee or right of offset at any
time held by the Administrative Agent or any Lender for the payment of the
Borrower Obligations may be sold, exchanged, waived, surrendered or released. No
Secured Party shall have any obligation to protect, secure, perfect or insure
any Lien at any time held by it as security for the Borrower Obligations or for
the guarantee contained in this Section 2 or any property subject thereto.

     2.5 Guarantee Absolute and Unconditional. Each Guarantor waives any and all
notice of the creation, renewal, extension or accrual of any of the Borrower
Obligations and notice of or proof of reliance by any Secured Party upon the
guarantee contained in this Section 2 or acceptance of the guarantee contained
in this Section 2; the Borrower Obligations, and any of them, shall conclusively
be deemed to have been created, contracted or incurred, or renewed, extended,
amended or waived, in reliance upon the guarantee contained in this Section 2;
and all dealings between the Borrower and any of the Guarantors, on the one
hand, and the Secured Parties, on the other hand, likewise shall be conclusively
presumed to have been had or consummated in reliance upon the guarantee
contained in this Section 2. Each Guarantor waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the
Borrower or any of the Guarantors with respect to the Borrower Obligations. Each
Guarantor understands and agrees that the guarantee contained in this Section 2
shall be construed as a continuing, absolute and unconditional guarantee of
payment without regard to (a) the validity or enforceability of the Loan
Agreement or any other Loan Document, any of the Borrower Obligations or any
other collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by any Secured Party, (b) any
defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by the
Borrower or any other Person against any Secured Party, or (c) any other
circumstance whatsoever (with or without notice to or knowledge of the Borrower
or such Guarantor) which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Borrower for the Borrower Obligations, or of
such Guarantor under the guarantee contained in this Section 2, in bankruptcy or
in any other instance. When making any demand hereunder or otherwise pursuing
its rights and remedies hereunder against any Guarantor, any Secured Party may,
but shall be under no obligation to, make a similar demand on or otherwise
pursue such rights and remedies as it may have against the Borrower, any other
Guarantor or any other Person or against any collateral security or guarantee
for the Borrower Obligations or any right of offset with respect thereto, and
any failure by any Secured Party to make any such demand, to pursue such other
rights or remedies or to collect any payments from the Borrower, any other
Guarantor or any other Person or to realize upon any such collateral security or
guarantee or to exercise any such right of offset, or any release of the
Borrower, any other Guarantor or any other Person or any such collateral
security, guarantee or right of offset, shall not relieve any Guarantor of any
obligation or liability hereunder, and shall not impair or affect the rights and
remedies, whether express, implied or available as

<PAGE>

                                                                               7


a matter of law, of any Secured Party against any Guarantor. For the purposes
hereof "demand" shall include the commencement and continuance of any legal
proceedings.

     2.6 Reinstatement. The guarantee contained in this Section 2 shall continue
to be effective, or be reinstated, as the case may be, if at any time payment,
or any part thereof, of any of the Borrower Obligations is rescinded or must
otherwise be restored or returned by any Secured Party upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Borrower or any
Guarantor, or upon or as a result of the appointment of a receiver, intervenor
or conservator of, or trustee or similar officer for, the Borrower or any
Guarantor or any substantial part of its property, or otherwise, all as though
such payments had not been made.

     2.7 Payments. Each Guarantor hereby guarantees that payments hereunder will
be paid to the Administrative Agent for the ratable benefit of the Secured
Parties without set-off or counterclaim in Dollars at the Funding Office.

                     SECTION 3. GRANT OF SECURITY INTEREST

          Each Grantor hereby assigns and transfers to the Administrative Agent,
and hereby grants to the Administrative Agent, for the ratable benefit of the
Secured Parties, a security interest in, all of the following property now owned
or at any time hereafter acquired by such Grantor or in which such Grantor now
has or at any time in the future may acquire any right, title or interest
(collectively, the "Collateral"), as collateral security for the prompt and
complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of such Grantor's Obligations:

     (a) all Accounts;

     (b) all Chattel Paper;

     (c) all Contracts;

     (d) all Deposit Accounts;

     (e) all Documents (other than title documents with respect to Vehicles);

     (f) all Equipment;

     (g) all Fixtures;

     (h) all General Intangibles;

     (i) all Instruments;

     (j) all Intellectual Property;

     (k) all Inventory;

     (l) all Investment Property other than the Capital Stock of the
Securitization Subsidiaries and any dividends from the Securitization
Subsidiaries payable to Holdings in respect of the Securitization Note;

     (m) all Letter-of-Credit Rights;

<PAGE>

                                                                               8


     (n) all Commercial Tort Claims with respect to Brookstone Company, Inc., et
al., Plaintiffs (Eddie Bauer, Inc.) v. Pyramid Company of Hadley, et al.,
Defendants, pending before the United States District Court for the Northern
District of New York (Case No. 96-CV-1215-NAM-GLS);

     (o) all other property not otherwise described above (except for any
property specifically excluded from any clause in this section above, and any
property specifically excluded from any defined term used in any clause of this
section above);

     (p) all books and records pertaining to the Collateral; and

     (q) to the extent not otherwise included, all Proceeds, Supporting
Obligations and products of any and all of the foregoing and all collateral
security and guarantees given by any Person with respect to any of the
foregoing;

          provided, however, that notwithstanding any of the other provisions
set forth in this Section 3, this Agreement shall not constitute a grant of a
security interest in any property to the extent that such grant of a security
interest is prohibited by any Requirements of Law of a Governmental Authority,
requires a consent not obtained from any Governmental Authority pursuant to such
Requirement of Law or is prohibited by, or constitutes a breach or default under
or results in the termination of or requires any consent not obtained under, any
contract, license, agreement, instrument or other document evidencing or giving
rise to such property or, in the case of any Investment Property, Pledged Stock
or Pledged Note, any applicable shareholder or similar agreement, except to the
extent that such Requirement of Law or the term in such contract, license,
agreement, instrument or other document or shareholder or similar agreement
providing for such prohibition, breach, default or termination or requiring such
consent is ineffective under applicable law.

                   SECTION 4. REPRESENTATIONS AND WARRANTIES

          To induce the Administrative Agent and the Lenders to enter into the
Loan Agreement and to induce the Lenders to make their respective loans and
other extensions of credit to the Borrower thereunder, each Grantor hereby
represents and warrants to the Secured Parties that:

     4.1 Title; No Other Liens. Except for the security interest granted to the
Administrative Agent for the ratable benefit of the Secured Parties pursuant to
this Agreement and the other Liens permitted to exist on the Collateral by the
Loan Agreement (including the Liens granted to secure the obligations under the
ABL Facility Agreement), such Grantor owns each item of the Collateral free and
clear of any and all Liens or claims of others. No effective financing statement
or other public notice with respect to all or any part of the Collateral is on
file or of record in any public office, except such as have been filed in favor
of the Administrative Agent, for the ratable benefit of the Secured Parties,
pursuant to this Agreement or as are permitted by the Loan Agreement (including
the Liens granted to secure the obligations under the ABL Facility Agreement).
For the avoidance of doubt, it is understood and agreed that any Grantor may, as
part of its business, grant licenses to third parties to use Intellectual
Property owned or developed by a Grantor. For purposes of this Agreement and the
other Loan Documents, such licensing activity shall not constitute a "Lien" on
such Intellectual Property. Each Secured Party understands that any such
licenses may be exclusive to the applicable licensees, and such exclusivity
provisions may limit the ability of the Administrative Agent to utilize, sell,
lease or transfer the related Intellectual Property or otherwise realize value
from such Intellectual Property pursuant hereto.

     4.2 Perfected First Priority Liens. The security interests in the Term
Lender Priority Collateral granted pursuant to this Agreement (a) upon
completion of the filings and other actions specified on Schedule 3 (which, in
the case of all filings and other documents referred to on such

<PAGE>

                                                                               9


Schedule 3, have been delivered to the Administrative Agent in completed and
duly executed form) will constitute valid perfected security interests in all of
the Term Lender Priority Collateral in favor of the Administrative Agent, for
the ratable benefit of the Secured Parties, as collateral security for such
Grantor's Obligations, enforceable in accordance with the terms hereof and the
Intercreditor Agreement against all creditors of such Grantor and any Persons
purporting to purchase any Term Lender Priority Collateral from such Grantor and
(b) are prior to all other Liens on the Term Lender Priority Collateral in
existence on the date hereof except for Liens permitted by the Loan Agreement
which have priority over the Liens on the Term Lender Priority Collateral.

     4.3 Perfected Second Priority Liens. The security interests in the
Revolving Lender Priority Collateral granted pursuant to this Agreement (a) upon
completion of the filings and other actions specified on Schedule 4 (which, in
the case of all filings and other documents referred to on such Schedule 4, have
been delivered to the Administrative Agent in completed and duly executed form)
will constitute valid perfected security interests in all of the Revolving
Lender Priority Collateral in favor of the Administrative Agent, for the ratable
benefit of the Secured Parties, as collateral security for such Grantor's
Obligations, enforceable in accordance with the terms hereof against all
creditors of such Grantor and any Persons purporting to purchase any Revolving
Lender Priority Collateral from such Grantor and (b) are prior to all other
Liens on the Revolving Lender Priority Collateral in existence on the date
hereof except for (x) Liens securing the ABL Facility and (y) Liens permitted by
the Loan Agreement which have priority over the Liens on the Revolving Lender
Priority Collateral.

     4.4 Jurisdiction of Organization; Chief Executive Office. On the date
hereof, such Grantor's jurisdiction of organization, identification number from
the jurisdiction of organization (if any), and the location of such Grantor's
chief executive office or sole place of business or principal residence, as the
case may be, are specified on Schedule 5. Such Grantor has furnished to the
Administrative Agent a certified charter, certificate of incorporation or other
organizational document, as applicable, and long-form good standing certificate
as of a date which is recent to the date hereof.

     4.5 Farm Products. None of the Collateral constitutes, or is the Proceeds
of, Farm Products.

     4.6 Investment Property. (a) The shares of Pledged Stock pledged by such
Grantor hereunder constitute all the issued and outstanding shares of all
classes of the Capital Stock of each Issuer owned by such Grantor or, in the
case of Foreign Subsidiary Voting Stock, if less, 66% of the outstanding Foreign
Subsidiary Voting Stock of each relevant Issuer.

     (b) All the shares of the Pledged Stock have been duly and validly issued
and are fully paid and nonassessable.

     (c) Each of the Pledged Notes constitutes the legal, valid and binding
obligation of the obligor with respect thereto, enforceable in accordance with
its terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing.

     (d) Such Grantor is the record and beneficial owner of, and has good and
marketable title to, the Investment Property pledged by it hereunder, free of
any and all Liens or options in favor of, or claims of, any other Person, except
the security interest created by this Agreement and the Liens granted to secure
the obligations under the ABL Facility Agreement.

     4.7 Receivables. (a) To the best of each Grantor's knowledge, no amount
payable to such Grantor under or in connection with any Receivable is evidenced
by any Instrument or Chattel Paper

<PAGE>

                                                                              10


which has not been delivered to the Administrative Agent, except, at any time
when the ABL Facility remains outstanding, any such Instrument or Chattel Paper
which evidences Receivables in respect of Revolving Lender Priority Collateral
which have been delivered to the ABL Facility Agent.

     (b) To the best of each Grantor's knowledge, none of the obligors on any
Receivables is a Governmental Authority.

     4.8 Contracts. (a) Except as could not reasonably be expected to have a
Material Adverse Effect, each Contract is in full force and effect and
constitutes a valid and legally enforceable obligation of the parties thereto,
subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.

     (b) Neither such Grantor nor (to the best of such Grantor's knowledge) any
of the other parties to the Contracts is in default in the performance or
observance of any of the terms thereof in any manner that, in the aggregate,
could reasonably be expected to have a Material Adverse Effect.

     (c) The right, title and interest of such Grantor in, to and under the
Contracts are not subject to any defenses, offsets, counterclaims or claims
that, in the aggregate, could reasonably be expected to have a Material Adverse
Effect.

     (d) To the best of each Grantor's knowledge, no amount payable to such
Grantor under or in connection with any Contract is evidenced by any Instrument
or Chattel Paper which has not been delivered to the Administrative Agent.

     (e) To the best of each Grantor's knowledge, none of the parties to any
Contract is a Governmental Authority.

     4.9 Intellectual Property. (a) Schedule 6 lists all registered Intellectual
Property and all Material Intellectual Property subject to pending applications
owned by such Grantor in its own name on the date hereof.

     (b) On the date hereof, all Material Intellectual Property is valid,
subsisting, unexpired and enforceable, has not been abandoned and does not
infringe the intellectual property rights of any other Person.

     (c) Except as set forth in Schedule 6, on the date hereof, none of the
Intellectual Property is the subject of any exclusive licensing or franchise
agreement pursuant to which such Grantor is the licensor or franchisor.

     (d) No holding, decision or judgment has been rendered by any Governmental
Authority which limits, cancels or questions the validity of, or such Grantor's
rights in, any Intellectual Property owned or licensed by such Grantor in any
respect that could reasonably be expected to have a Material Adverse Effect.

     (e) Except as described in Schedule 3.9 to the Loan Agreement, no material
action or proceeding is pending, or, to the knowledge of such Grantor,
threatened, on the date hereof (i) seeking to limit, cancel or question the
validity of any Intellectual Property owned or licensed by such Grantor or such
Grantor's ownership interest therein, or (ii) which, if adversely determined,
would materially adversely affect the value of any Intellectual Property owned
or licensed by such Grantor.

<PAGE>

                                                                              11


     4.10 Commercial Tort Claims. On the date hereof, except to the extent
listed in Section 3 above, no Grantor has rights in any Commercial Tort Claim
with potential value in excess of $100,000.

                              SECTION 5. COVENANTS

          Each Grantor covenants and agrees with the Secured Parties that, from
and after the date of this Agreement until the Obligations shall have been paid
in full:

     5.1 Delivery of Instruments, Certificated Securities and Chattel Paper. If
any amount payable under or in connection with any of the Collateral shall be or
become evidenced by any Instrument, Certificated Security or Chattel Paper in
excess of $5,000,000, such Instrument, Certificated Security or Chattel Paper
shall be delivered to the Administrative Agent within five Business Days after
receipt thereof in the case of Collateral, and in the case of Revolving Lender
Priority Collateral, at any time when the ABL Facility remains outstanding, to
the ABL Facility Agent, in each case duly indorsed in a manner reasonably
satisfactory to the Administrative Agent, to be held as Collateral pursuant to
this Agreement.

     5.2 Maintenance of Insurance. (a) Such Grantor will maintain, with
financially sound and reputable companies, insurance policies (i) insuring the
Inventory and Equipment against casualties as may be reasonably satisfactory to
the Administrative Agent and (ii) insuring such Grantor and the Administrative
Agent for the benefit of the Secured Parties against liability for personal
injury and property damage relating to such Inventory and Equipment, such
policies to be in such form and amounts and having such coverage as may be
reasonably satisfactory to the Administrative Agent.

     (b) All such insurance shall (i) name the Administrative Agent as insured
party or loss payee and (ii) be reasonably satisfactory in all other respects to
the Administrative Agent.

     (c) The Borrower shall deliver to the Administrative Agent on behalf of the
Lenders a report of a reputable insurance broker with respect to such insurance
substantially concurrently with each delivery of the Borrower's audited annual
financial statements and such supplemental reports with respect thereto as the
Administrative Agent may from time to time reasonably request.

     5.3 Payment of Obligations. Such Grantor will pay and discharge or
otherwise satisfy at or before maturity or before they become delinquent, as the
case may be, all taxes, assessments and governmental charges or levies imposed
upon the Collateral or in respect of income or profits therefrom, as well as all
claims of any kind (including, without limitation, claims for labor, materials
and supplies) against or with respect to the Collateral, except that no such
charge need be paid if the amount or validity thereof is currently being
contested in good faith by appropriate proceedings, reserves in conformity with
GAAP with respect thereto have been provided on the books of such Grantor and
such proceedings could not reasonably be expected to result in the sale,
forfeiture or loss of any material portion of the Collateral or any interest
therein.

     5.4 Maintenance of Perfected Security Interest; Further Documentation. (a)
Such Grantor shall maintain the security interest created by this Agreement as a
perfected security interest having at least the priority described in Sections
4.2 and 4.3 and at the request of the Administrative Agent shall defend such
security interest against the claims and demands of all Persons whomsoever,
subject to the rights of such Grantor and the ABL Facility Agent under the Loan
Documents and the Intercreditor Agreement to dispose of the Collateral.

     (b) Such Grantor will furnish to the Administrative Agent on behalf of the
Lenders from time to time statements and schedules further identifying and
describing the assets and property of such

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                                                                              12


Grantor and such other reports in connection therewith, in each case as the
Administrative Agent may reasonably request, all in reasonable detail.

     (c) At any time and from time to time, upon the written request of the
Administrative Agent, and at the sole expense of such Grantor, such Grantor will
promptly and duly execute and deliver, and have recorded, such further
instruments and documents and take such further actions as the Administrative
Agent may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted,
including, without limitation, (i) filing any financing or continuation
statements under the Uniform Commercial Code (or other similar laws) in effect
in any jurisdiction with respect to the security interests created hereby and
(ii) in the case of Investment Property, Deposit Accounts (other than Deposit
Accounts that typically have a zero balance at the end of each Business Day),
Letter-of-Credit Rights and any other relevant Collateral, taking any actions
necessary to enable the Administrative Agent to obtain "control" (within the
meaning of the applicable Uniform Commercial Code) with respect thereto.

     5.5 Changes in Name, etc. Such Grantor will not, except upon 10 days' prior
written notice to the Administrative Agent and delivery to the Administrative
Agent of all additional executed financing statements and other documents
reasonably requested by the Administrative Agent to maintain the validity,
perfection and priority of the security interests provided for herein, (i)
change its jurisdiction of organization from that referred to in Section 4.4 or
(ii) change its name.

     5.6 Notices. Such Grantor will advise the Administrative Agent on behalf of
the Lenders promptly, in reasonable detail, of:

     (a) any Lien (other than security interests created hereby or Liens
permitted under the Loan Agreement, including the Liens granted to secure the
obligations under the ABL Facility Agreement) on any of the Collateral which
would adversely affect the ability of the Administrative Agent to exercise any
of its remedies hereunder; and

     (b) of the occurrence of any other event which could reasonably be expected
to materially adversely affect the aggregate value of the Collateral or on the
security interests created hereby.

     5.7 Investment Property. (a) If such Grantor shall become entitled to
receive or shall receive any certificate (including, without limitation, any
certificate representing a dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate issued in
connection with any reorganization), option or rights in respect of the Capital
Stock of any Issuer, whether in addition to, in substitution of, as a conversion
of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect
thereof, such Grantor shall accept the same as the agent of the Secured Parties,
hold the same in trust for the Secured Parties and deliver the same forthwith to
the Administrative Agent in the exact form received, duly indorsed by such
Grantor to the Administrative Agent, if required, together with an undated stock
power covering such certificate duly executed in blank by such Grantor and with,
if the Administrative Agent so requests, signature guaranteed, to be held by the
Administrative Agent, subject to the terms hereof, as additional collateral
security for the Obligations. Any sums paid upon or in respect of the Investment
Property upon the liquidation or dissolution of any Issuer shall be paid over to
the Administrative Agent to be held by it hereunder as additional collateral
security for the Obligations, and in case any distribution of capital shall be
made on or in respect of the Investment Property or any property shall be
distributed upon or with respect to the Investment Property pursuant to the
recapitalization or reclassification of the capital of any Issuer or pursuant to
the reorganization thereof, the property so distributed shall, unless otherwise
subject to a perfected security interest in favor of the Administrative Agent,
be delivered to the Administrative Agent to be held by it hereunder as
additional collateral security for the Obligations. If any sums of money or
property so paid or distributed in respect

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                                                                              13


of the Investment Property shall be received by such Grantor, such Grantor
shall, until such money or property is paid or delivered to the Administrative
Agent, hold such money or property in trust for the Secured Parties, segregated
from other funds of such Grantor, as additional collateral security for the
Obligations.

     (b) Without the prior written consent of the Administrative Agent, such
Grantor will not (i) vote to enable, or take any other action to permit, any
Issuer to issue any Capital Stock of any nature or to issue any other securities
convertible into or granting the right to purchase or exchange for any Capital
Stock of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or
otherwise dispose of, or grant any option with respect to, the Investment
Property or Proceeds thereof (except pursuant to a transaction expressly
permitted by the Loan Agreement), (iii) create, incur or permit to exist any
Lien or option in favor of, or any claim of any Person with respect to, any of
the Investment Property or Proceeds thereof, or any interest therein, except for
the security interests created by this Agreement and Liens granted to secure the
obligations under the ABL Facility Agreement or (iv) enter into any agreement or
undertaking restricting the right or ability of such Grantor or the
Administrative Agent to sell, assign or transfer any of the Investment Property
or Proceeds thereof.

     (c) In the case of each Grantor which is an Issuer, such Issuer agrees that
(i) it will be bound by the terms of this Agreement relating to the Investment
Property issued by it and will comply with such terms insofar as such terms are
applicable to it, (ii) it will notify the Administrative Agent promptly in
writing of the occurrence of any of the events described in Section 5.7(a) with
respect to the Investment Property issued by it and (iii) the terms of Sections
6.3(c) shall apply to it, mutatis mutandis, with respect to all actions that may
be required of it pursuant to Section 6.3(c) with respect to the Investment
Property issued by it.

     5.8 Receivables. (a) Other than in the ordinary course of business
consistent with its past practice, such Grantor will not (i) grant any extension
of the time of payment of any Receivable, (ii) compromise or settle any
Receivable for less than the full amount thereof, (iii) release, wholly or
partially, any Person liable for the payment of any Receivable, (iv) allow any
credit or discount whatsoever on any Receivable or (v) amend, supplement or
modify any Receivable in any manner that could adversely affect the value
thereof.

     (b) Such Grantor will deliver to the Administrative Agent a copy of each
material demand, notice or document received by it that contests the validity or
enforceability of more than 10% of the aggregate amount of the then outstanding
Receivables.

     5.9 Contracts. (a) Such Grantor will perform and comply in all respects
with all its obligations under the Contracts except as could not reasonably be
expected to have a Material Adverse Effect.

     (b) Other than in the ordinary course of business consistent with its past
practice, such Grantor will not amend, modify, terminate or waive any provision
of any Contract in any manner which could reasonably be expected to materially
adversely affect the value of such Contract as Collateral.

     (c) At the request of the Administrative Agent, such Grantor will deliver
to the Administrative Agent a copy of each Contract and any demand, notice or
document received by it relating in any way to any Contract that questions the
validity or enforceability of such Contract.

     5.10 Intellectual Property. (a) Such Grantor (either itself or through
licensees) will (i) maintain as in the past the quality of products and services
offered under each material Trademark owned by such Grantor, (ii) use such
Trademark with the appropriate notice of registration and all other notices

<PAGE>

                                                                              14


and legends required by applicable Requirements of Law, (iii) not adopt or use
any mark which is confusingly similar or a colorable imitation of such Trademark
unless the Administrative Agent, for the ratable benefit of the Lenders, shall
obtain a perfected security interest in such mark pursuant to this Agreement,
and (iv) not (and not permit any licensee or sublicensee thereof to) do any act
or knowingly omit to do any act whereby such Trademark may become invalidated,
impaired or abandoned in any way, unless such Grantor shall have reasonably
determined that the use or maintenance of such Intellectual Property is no
longer desirable in the conduct of such Grantor's business.

     (b) Such Grantor will not (and will not permit any licensee or sublicensee
thereof to) do any act, or omit to do any act, whereby any material Patent may
become forfeited, abandoned or dedicated to the public.

     (c) Such Grantor will not (and will not permit any licensee or sublicensee
thereof to) do any act or knowingly omit to do any act whereby any material
portion of the Copyrights may become invalidated or otherwise impaired. Such
Grantor will not (and will not permit any licensee or sublicensee thereof to) do
any act whereby any material portion of the Copyrights may fall into the public
domain.

     (d) Such Grantor will not (and will not permit any licensee or sublicensee
thereof to) do any act that knowingly uses any Material Intellectual Property to
infringe the intellectual property rights of any other Person.

     (e) Such Grantor will notify the Administrative Agent and the Lenders
within fifteen Business Days after the last day of any fiscal quarter during
which it became aware that any application or registration relating to any
Material Intellectual Property has become forfeited, abandoned or dedicated to
the public, or which such application or registration such Grantor reasonably
expects may become forfeited, abandoned or dedicated to the public, or of any
adverse determination (including, without limitation, the institution of, or any
such determination in, any proceeding in the United States Patent and Trademark
Office, the United States Copyright Office or any court or tribunal in any
country) regarding such Grantor's ownership of, or the validity of, any Material
Intellectual Property or such Grantor's right to register the same or to own and
maintain the same, except for non-final prosecution correspondence with the
United States Patent and Trademark Office or the United States Copyright Office.

     (f) Whenever such Grantor, either by itself or through any agent, employee,
licensee or designee, shall file an application for the registration of any
Intellectual Property with the United States Patent and Trademark Office, the
United States Copyright Office or any similar office or agency in any other
country or any political subdivision thereof, such Grantor shall report such
filing to the Administrative Agent within fifteen Business Days after the last
day of the fiscal quarter in which such filing occurs. Upon request of the
Administrative Agent, such Grantor shall execute and deliver, and have recorded,
any and all agreements, instruments, documents, and papers as the Administrative
Agent may reasonably request to evidence the Secured Parties' security interest
in any Copyright, Patent or Trademark and any goodwill and general intangibles
of such Grantor relating thereto or represented thereby.

     (g) Such Grantor will take all reasonable steps, including, without
limitation, in any proceeding before the United States Patent and Trademark
Office, the United States Copyright Office or any similar office or agency in
any other country or any political subdivision thereof, that are necessary to
maintain and pursue each application (and to obtain the relevant registration)
and to maintain each registration of the Material Intellectual Property,
including, without limitation, filing of applications for renewal, affidavits of
use and affidavits of incontestability.

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                                                                              15


     (h) In the event that such Grantor becomes aware that any Material
Intellectual Property is infringed, misappropriated or diluted by a third party,
such Grantor shall (i) take such actions as such Grantor shall reasonably deem
appropriate under the circumstances to protect such Intellectual Property and
(ii) if such Intellectual Property is of material economic value, promptly
notify the Administrative Agent after it learns thereof and, if consistent with
such Grantor's reasonable business judgment, sue for infringement,
misappropriation or dilution, to seek injunctive relief where appropriate and to
recover any and all damages for such infringement, misappropriation or dilution.

     5.11 Commercial Tort Claims. If such Grantor shall obtain an interest in
any Commercial Tort Claim with a potential value in excess of $100,000, such
Grantor shall within 30 days of obtaining such interest sign and deliver
documentation reasonably requested by the Administrative Agent granting a
security interest under the terms and provisions of this Agreement in and to
such Commercial Tort Claim.

                         SECTION 6. REMEDIAL PROVISIONS

     6.1 Certain Matters Relating to Receivables. (a) Subject to the
Intercreditor Agreement, (i) the Administrative Agent shall have the right to
make test verifications of the Receivables in any manner and through any medium
that it reasonably considers advisable and no more frequently than once per
fiscal year (unless an Event of Default shall have occurred and be continuing,
in which case there shall not be any limits), and each Grantor shall furnish all
such assistance and information as the Administrative Agent may require in
connection with such test verifications and (ii) at any time but no more
frequently than once per fiscal year (unless an Event of Default shall have
occurred and be continuing, in which case there shall not be any limits), upon
the Administrative Agent's request and at the expense of the relevant Grantor,
such Grantor shall cause independent public accountants or others satisfactory
to the Administrative Agent to furnish to the Administrative Agent reports
showing reconciliations, aging and test verifications of, and trial balances
for, the Receivables.

     (b) Subject to the Intercreditor Agreement, (i) the Administrative Agent
hereby authorizes each Grantor to collect such Grantor's Receivables, subject to
the Administrative Agent's direction and control, and the Administrative Agent
may curtail or terminate said authority at any time after the occurrence and
during the continuance of an Event of Default and (ii) if required by the
Administrative Agent at any time after the occurrence and during the continuance
of an Event of Default, any payments of Receivables, when collected by any
Grantor, (A) shall be forthwith (and, in any event, within two Business Days)
deposited by such Grantor in the exact form received, duly indorsed by such
Grantor to the Administrative Agent if required, in a Collateral Account
maintained under the sole dominion and control of the Administrative Agent,
subject to withdrawal by the Administrative Agent for the account of the Lenders
only as provided in Section 6.5, and (B) until so turned over, shall be held by
such Grantor in trust for the Administrative Agent for the benefit of the
Secured Parties, segregated from other funds of such Grantor. Each such deposit
of Proceeds of Receivables shall be accompanied by a report identifying in
reasonable detail the nature and source of the payments included in the deposit.

     (c) Subject to the Intercreditor Agreement, at the Administrative Agent's
request, each Grantor shall deliver to the Administrative Agent all original and
other documents evidencing, and relating to, the agreements and transactions
which gave rise to the Receivables, including, without limitation, all original
orders, invoices and shipping receipts.

     6.2 Communications with Obligors; Grantors Remain Liable. (a) Subject to
the Intercreditor Agreement, upon reasonable notice to the Grantors the
Administrative Agent in its own name or in the name of others may at any time
after the occurrence and during the continuance of an Event of Default
communicate with obligors under the Receivables and parties to the Contracts to
verify with them to the Administrative Agent's satisfaction the existence,
amount and terms of any Receivables or Contracts.

<PAGE>

                                                                              16


     (b) Subject to the Intercreditor Agreement, upon the request of the
Administrative Agent at any time after the occurrence and during the continuance
of an Event of Default, each Grantor shall notify obligors on the Receivables
and parties to the Contracts that the Receivables and the Contracts have been
assigned to the Administrative Agent for the ratable benefit of the Secured
Parties and that payments in respect thereof shall be made directly to the
Administrative Agent.

     (c) Anything herein to the contrary notwithstanding, each Grantor shall
remain liable under each of the Receivables and Contracts to observe and perform
all the conditions and obligations to be observed and performed by it
thereunder, all in accordance with the terms of any agreement giving rise
thereto. No Secured Party shall have any obligation or liability under any
Receivable (or any agreement giving rise thereto) or Contract by reason of or
arising out of this Agreement or the receipt by any Secured Party of any payment
relating thereto, nor shall any Secured Party be obligated in any manner to
perform any of the obligations of any Grantor under or pursuant to any
Receivable (or any agreement giving rise thereto) or Contract, to make any
payment, to make any inquiry as to the nature or the sufficiency of any payment
received by it or as to the sufficiency of any performance by any party
thereunder, to present or file any claim, to take any action to enforce any
performance or to collect the payment of any amounts which may have been
assigned to it or to which it may be entitled at any time or times.

     6.3 Pledged Stock. (a) Unless an Event of Default shall have occurred and
be continuing and the Administrative Agent shall have given notice to the
relevant Grantor of the Administrative Agent's intent to exercise its
corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted
to receive all cash dividends paid in respect of the Pledged Stock and all
payments made in respect of the Pledged Notes, in each case paid in the normal
course of business of the relevant Issuer and consistent with past practice, to
the extent permitted in the Loan Agreement, and to exercise all voting and
corporate or other organizational rights with respect to the Investment
Property; provided, however, that no vote shall be cast or corporate or other
organizational right exercised or other action taken which, in the
Administrative Agent's reasonable judgment, which would be inconsistent with or
result in any violation of any provision of the Loan Agreement, this Agreement
or any other Loan Document.

     (b) If an Event of Default shall occur and be continuing and the
Administrative Agent shall give written notice of its intent to exercise such
rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall
have the right to receive any and all cash dividends, payments or other Proceeds
paid in respect of the Investment Property and make application thereof to the
Obligations in such order as the Administrative Agent may determine, and (ii)
any or all of the Investment Property shall be registered in the name of the
Administrative Agent or its nominee, and the Administrative Agent or its nominee
may thereafter exercise (x) all voting, corporate and other rights pertaining to
such Investment Property at any meeting of shareholders of the relevant Issuer
or Issuers or otherwise and (y) any and all rights of conversion, exchange and
subscription and any other rights, privileges or options pertaining to such
Investment Property as if it were the absolute owner thereof (including, without
limitation, the right to exchange at its discretion any and all of the
Investment Property upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate or other
organizational structure of any Issuer, or upon the exercise by any Grantor or
the Administrative Agent of any right, privilege or option pertaining to such
Investment Property, and in connection therewith, the right to deposit and
deliver any and all of the Investment Property with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and
conditions as the Administrative Agent may determine), all without liability
except to account for property actually received by it, but the Administrative
Agent shall have no duty to any Grantor to exercise any such right, privilege or
option and shall not be responsible for any failure to do so or delay in so
doing.

<PAGE>

                                                                              17


     (c) Each Grantor hereby authorizes and instructs each Issuer of any
Investment Property pledged by such Grantor hereunder to (i) comply with any
instruction received by it from the Administrative Agent in writing that (x)
states that an Event of Default has occurred and is continuing and (y) is
otherwise in accordance with the terms of this Agreement, without any other or
further instructions from such Grantor, and each Grantor agrees that each Issuer
shall be fully protected in so complying, and (ii) unless otherwise expressly
permitted hereby, pay any dividends or other payments with respect to the
Investment Property directly to the Administrative Agent.

     (d) Each Grantor recognizes that upon the occurrence and during the
continuance of an Event of Default the Administrative Agent may be unable to
effect a public sale of any or all of the Pledged Stock, by reason of certain
prohibitions contained in the Securities Act and applicable state securities
laws or otherwise, and may be compelled to resort to one or more private sales
thereof to a restricted group of purchasers which will be obliged to agree,
among other things, to acquire such securities for their own account for
investment and not with a view to the distribution or resale thereof. Each
Grantor acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees to the extent permitted by law that
any such private sale shall be deemed to have been made in a commercially
reasonable manner. The Administrative Agent shall be under no obligation to
delay a sale of any of the Pledged Stock for the period of time necessary to
permit the Issuer thereof to register such securities for public sale under the
Securities Act, or under applicable state securities laws, even if such Issuer
would agree to do so.

     6.4 Proceeds to be Turned Over To Administrative Agent. Subject to the
Intercreditor Agreement, in addition to the rights of the Administrative Agent
and the Lenders specified in Section 6.1 with respect to payments of
Receivables, if an Event of Default shall occur and be continuing, all Proceeds
received by any Grantor consisting of cash, checks and other near-cash items
shall be held by such Grantor in trust for the Administrative Agent and the
Lenders, segregated from other funds of such Grantor, and shall, forthwith upon
receipt by such Grantor, be turned over to the Administrative Agent in the exact
form received by such Grantor (duly indorsed by such Grantor to the
Administrative Agent, if required) to be applied to the Obligations. All
Proceeds received by the Administrative Agent hereunder shall be held by the
Administrative Agent in a Collateral Account maintained under its sole dominion
and control. All Proceeds while held by the Administrative Agent in a Collateral
Account (or by such Grantor in trust for the Administrative Agent and the
Lenders) shall continue to be held as collateral security for all the
Obligations and shall not constitute payment thereof until applied as provided
in Section 6.5.

     6.5 Application of Proceeds. Subject to the Intercreditor Agreement and the
second proviso in Section 2.6(c) of the Loan Agreement, at such intervals as may
be agreed upon by the Borrower and the Administrative Agent, or, if an Event of
Default shall have occurred and be continuing, at any time at the Administrative
Agent's election, the Administrative Agent may apply all or any part of Proceeds
constituting Collateral, whether or not held in any Collateral Account, and any
proceeds of the guarantee set forth in Section 2, in payment of the Obligations
in the following order:

          First, to pay incurred and unpaid fees and expenses of the
     Administrative Agent under the Loan Documents;

          Second, to the Administrative Agent, for application by it towards
     payment of amounts then due and owing and remaining unpaid in respect of
     the Obligations, pro rata among the Secured Parties according to the
     amounts of the Obligations then due and owing and remaining unpaid to the
     Secured Parties;

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                                                                              18


          Third, to the Administrative Agent, for application by it towards
     prepayment of the Obligations, pro rata among the Secured Parties according
     to the amounts of the Obligations then held by the Secured Parties; and

          Fourth, any balance remaining after the Obligations shall have been
     paid in full shall be paid over to the Borrower or to whomsoever may be
     lawfully entitled to receive the same.

     6.6 Code and Other Remedies. Subject to the Intercreditor Agreement, if an
Event of Default shall occur and be continuing, the Administrative Agent, on
behalf of the Secured Parties, may exercise, in addition to all other rights and
remedies granted to them in this Agreement and in any other instrument or
agreement securing, evidencing or relating to the Obligations, all rights and
remedies of a secured party under the New York UCC or any other applicable law.
Without limiting the generality of the foregoing, the Administrative Agent,
without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred
to below) to or upon any Grantor or any other Person (all and each of which
demands, defenses, advertisements and notices are hereby waived), may in such
circumstances forthwith collect, receive, appropriate and realize upon the
Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give
option or options to purchase, or otherwise dispose of and deliver the
Collateral or any part thereof (or contract to do any of the foregoing), in one
or more parcels at public or private sale or sales, at any exchange, broker's
board or office of any Secured Party or elsewhere upon such terms and conditions
as it may deem advisable and at such prices as it may deem best, for cash or on
credit or for future delivery without assumption of any credit risk. Any Secured
Party shall have the right upon any such public sale or sales, and, to the
extent permitted by law, upon any such private sale or sales, to purchase the
whole or any part of the Collateral so sold, free of any right or equity of
redemption in any Grantor, which right or equity is hereby waived and released.
Each Grantor further agrees, at the Administrative Agent's reasonable request,
to assemble the Collateral and make it available to the Administrative Agent at
places which the Administrative Agent shall reasonably select, whether at such
Grantor's premises or elsewhere. The Administrative Agent shall apply the net
proceeds of any action taken by it pursuant to this Section 6.6, after deducting
all reasonable costs and expenses of every kind incurred in connection therewith
or incidental to the care or safekeeping of any of the Collateral or in any way
relating to the Collateral or the rights of the Administrative Agent and the
Lenders hereunder, including, without limitation, reasonable attorneys' fees and
disbursements, to the payment in whole or in part of the Obligations, in such
order as the Administrative Agent may elect, and only after such application and
after the payment by the Administrative Agent of any other amount required by
any provision of law, including, without limitation, Section 9-615(a)(3) of the
New York UCC, need the Administrative Agent account for the surplus, if any, to
any Grantor. To the extent permitted by applicable law, each Grantor waives all
claims, damages and demands it may acquire against any Secured Party arising out
of the exercise by them of any rights hereunder. If any notice of a proposed
sale or other disposition of Collateral shall be required by law, such notice
shall be deemed reasonable and proper if given at least 10 days before such sale
or other disposition.

     6.7 Deficiency. Each Grantor shall remain liable for any deficiency if the
proceeds of any sale or other disposition of the Collateral are insufficient to
pay its Obligations and the fees and disbursements of any attorneys employed by
the Administrative Agent or any Lender to collect such deficiency.

                      SECTION 7. THE ADMINISTRATIVE AGENT

     7.1 Administrative Agent's Appointment as Attorney-in-Fact, etc. (a)
Subject to the Intercreditor Agreement, each Grantor hereby irrevocably
constitutes and appoints the Administrative Agent and any officer or agent
thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and
stead of such Grantor and in the name of

<PAGE>

                                                                              19


such Grantor or in its own name, for the purpose of carrying out the terms of
this Agreement, to take any and all appropriate action and to execute any and
all documents and instruments which may be necessary or desirable to accomplish
the purposes of this Agreement. At any time when an Event of Default has
occurred and is continuing and without limiting the generality of the foregoing,
each Grantor hereby gives the Administrative Agent the power and right, on
behalf of such Grantor, without notice to or assent by such Grantor, to do any
or all of the following:

          (i) in the name of such Grantor or its own name, or otherwise, take
     possession of and indorse and collect any checks, drafts, notes,
     acceptances or other instruments for the payment of moneys due under any
     Receivable or Contract or with respect to any other Collateral and file any
     claim or take any other action or proceeding in any court of law or equity
     or otherwise deemed appropriate by the Administrative Agent for the purpose
     of collecting any and all such moneys due under any Receivable or Contract
     or with respect to any other Collateral whenever payable;

          (ii) in the case of any Intellectual Property, execute and deliver,
     and have recorded, any and all agreements, instruments, documents and
     papers as the Administrative Agent may request to evidence the Secured
     Parties' security interest in such Intellectual Property and the goodwill
     and general intangibles of such Grantor relating thereto or represented
     thereby;

          (iii) pay or discharge taxes and Liens levied or placed on or
     threatened against the Collateral, effect any repairs or any insurance
     called for by the terms of this Agreement and pay all or any part of the
     premiums therefor and the costs thereof;

          (iv) execute, in connection with any sale provided for in Section 6.6,
     any indorsements, assignments or other instruments of conveyance or
     transfer with respect to the Collateral; and

          (v) (1) direct any party liable for any payment under any of the
     Collateral to make payment of any and all moneys due or to become due
     thereunder directly to the Administrative Agent or as the Administrative
     Agent shall direct; (2) ask or demand for, collect, and receive payment of
     and receipt for, any and all moneys, claims and other amounts due or to
     become due at any time in respect of or arising out of any Collateral; (3)
     sign and indorse any invoices, freight or express bills, bills of lading,
     storage or warehouse receipts, drafts against debtors, assignments,
     verifications, notices and other documents in connection with any of the
     Collateral; (4) commence and prosecute any suits, actions or proceedings at
     law or in equity in any court of competent jurisdiction to collect the
     Collateral or any portion thereof and to enforce any other right in respect
     of any Collateral; (5) defend any suit, action or proceeding brought
     against such Grantor with respect to any Collateral; (6) settle, compromise
     or adjust any such suit, action or proceeding and, in connection therewith,
     give such discharges or releases as the Administrative Agent may deem
     appropriate; (7) to the extent permitted by applicable law, assign any
     Copyright, Patent or Trademark (along with the goodwill of the business to
     which any such Copyright, Patent or Trademark pertains), throughout the
     world for such term or terms, on such conditions, and in such manner, as
     the Administrative Agent shall in its sole discretion determine; and (8)
     generally, sell, transfer, pledge and make any agreement with respect to or
     otherwise deal with any of the Collateral as fully and completely as though
     the Administrative Agent were the absolute owner thereof for all purposes,
     and do, at the Administrative Agent's option and such Grantor's expense, at
     any time, or from time to time, all acts and things which the
     Administrative Agent deems necessary to protect, preserve or realize upon
     the Collateral and the Administrative Agent's and the Lenders' security
     interests therein and to effect the intent of this Agreement, all as fully
     and effectively as such Grantor might do.

<PAGE>

                                                                              20


     Anything in this Section 7.1(a) to the contrary notwithstanding, the
Administrative Agent agrees that it will not exercise any rights under the power
of attorney provided for in this Section 7.1(a) unless an Event of Default shall
have occurred and be continuing.

     (b) If any Grantor fails to perform or comply with any of its agreements
contained herein, the Administrative Agent, at its option, but without any
obligation so to do, may perform or comply, or otherwise cause performance or
compliance, with such agreement.

     (c) The expenses of the Administrative Agent incurred in connection with
actions undertaken as provided in this Section 7.1, together with interest
thereon at a rate per annum equal to the highest rate per annum at which
interest would then be payable on any category of past due ABR Loans under
Section 2.9 of the Loan Agreement, from the date of payment by the
Administrative Agent to the date reimbursed by the relevant Grantor, shall be
payable by such Grantor to the Administrative Agent on demand.

     (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do
or cause to be done by virtue hereof. All powers, authorizations and agencies
contained in this Agreement are coupled with an interest and are irrevocable
until this Agreement is terminated and the security interests created hereby are
released.

     7.2 Duty of Administrative Agent. The Administrative Agent's sole duty with
respect to the custody, safekeeping and physical preservation of the Collateral
in its possession, under Section 9-207 of the New York UCC or otherwise, shall
be to deal with it in the same manner as the Administrative Agent deals with
similar property for its own account. Neither any Secured Party nor any of their
respective officers, directors, employees or agents shall be liable for failure
to demand, collect or realize upon any of the Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of any Grantor or any other Person or to take any
other action whatsoever with regard to the Collateral or any part thereof. The
powers conferred on the Secured Parties hereunder are solely to protect the
Secured Parties' interests in the Collateral and shall not impose any duty upon
any Secured Party to exercise any such powers. The Secured Parties shall be
accountable only for amounts that they actually receive as a result of the
exercise of such powers, and neither they nor any of their officers, directors,
employees or agents shall be responsible to any Grantor for any act or failure
to act hereunder, except for their own gross negligence or willful misconduct.

     7.3 Execution of Financing Statements. Pursuant to any applicable law, each
Grantor authorizes the Administrative Agent to file or record financing
statements and other filing or recording documents or instruments with respect
to the Collateral without the signature of such Grantor in such form and in such
offices as the Administrative Agent determines appropriate to perfect the
security interests of the Administrative Agent under this Agreement. Each
Grantor authorizes the Administrative Agent to use the collateral description
"all personal property" in any such financing statements. Each Grantor hereby
ratifies and authorizes the filing by the Administrative Agent of any financing
statement with respect to the Collateral made prior to the date hereof.

     7.4 Authority of Administrative Agent. Each Grantor acknowledges that the
rights and responsibilities of the Administrative Agent under this Agreement
with respect to any action taken by the Administrative Agent or the exercise or
non-exercise by the Administrative Agent of any option, voting right, request,
judgment or other right or remedy provided for herein or resulting or arising
out of this Agreement shall, as between the Administrative Agent and the
Lenders, be governed by the Loan Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Administrative Agent and the Grantors, the Administrative Agent shall be
conclusively presumed to be acting as agent for the Secured Parties with full
and valid authority so to act

<PAGE>

                                                                              21


or refrain from acting, and no Grantor shall be under any obligation, or
entitlement, to make any inquiry respecting such authority.

                            SECTION 8. MISCELLANEOUS

     8.1 Amendments in Writing. None of the terms or provisions of this
Agreement may be waived, amended, supplemented or otherwise modified except in
accordance with Section 9.1 of the Loan Agreement.

     8.2 Notices. All notices, requests and demands to or upon the
Administrative Agent or any Grantor hereunder shall be effected in the manner
provided for in Section 9.2 of the Loan Agreement; provided that any such
notice, request or demand to or upon any Guarantor shall be addressed to such
Guarantor at its notice address set forth on Schedule 1.

     8.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the
Administrative Agent nor any Lender shall by any act (except by a written
instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be
deemed to have waived any right or remedy hereunder or to have acquiesced in any
Default or Event of Default. No failure to exercise, nor any delay in
exercising, on the part of the Administrative Agent or any Lender, any right,
power or privilege hereunder shall operate as a waiver thereof. No single or
partial exercise of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Administrative Agent or any Lender of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Administrative Agent or such Lender would otherwise
have on any future occasion. The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any
other rights or remedies provided by law.

     8.4 Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay
or reimburse each Lender and the Administrative Agent for all its costs and
expenses incurred in collecting against such Guarantor under the guarantee
contained in Section 2 or otherwise enforcing or preserving any rights under
this Agreement and the other Loan Documents to which such Guarantor is a party,
including, without limitation, the fees and disbursements of financial advisors
and counsel to each Lender and the Administrative Agent.

     (b) Each Guarantor agrees to pay, and to save the Secured Parties harmless
from, any and all liabilities with respect to, or resulting from any delay in
paying, any and all stamp, excise, sales or other taxes which may be payable or
determined to be payable with respect to any of the Collateral or in connection
with any of the transactions contemplated by this Agreement.

     (c) Each Guarantor agrees to pay, and to save the Secured Parties harmless
from, any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever with respect to the execution, delivery, enforcement, performance and
administration of this Agreement to the extent the Borrower would be required to
do so pursuant to Section 9.5 of the Loan Agreement.

     (d) The agreements in this Section 8.4 shall survive repayment of the
Obligations and all other amounts payable under the Loan Agreement and the other
Loan Documents.

     8.5 Successors and Assigns. This Agreement shall be binding upon the
successors and assigns of each Grantor and shall inure to the benefit of the
Secured Parties and their successors and assigns; provided that no Grantor may
assign, transfer or delegate any of its rights or obligations under this
Agreement without the prior written consent of the Administrative Agent.

<PAGE>

                                                                              22


     8.6 Set-Off. Each Grantor hereby irrevocably authorizes the Administrative
Agent and each Lender at any time and from time to time, without notice to such
Grantor or any other Grantor, any such notice being expressly waived by each
Grantor, to set-off and appropriate and apply any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by the Administrative Agent or such Lender to or for the credit or the
account of such Grantor, or any part thereof in such amounts as the
Administrative Agent or such Lender may elect, against and on account of the
obligations and liabilities of such Grantor to the Administrative Agent or such
Lender hereunder and claims of every nature and description of the
Administrative Agent or such Lender against such Grantor, in any currency,
whether arising hereunder, under the Loan Agreement, any other Loan Document or
otherwise, as the Administrative Agent or such Lender may elect, whether or not
the Administrative Agent or any Lender has made any demand for payment and
although such obligations, liabilities and claims may be contingent or
unmatured. The Administrative Agent and each Lender shall notify such Grantor
promptly of any such set-off and the application made by the Administrative
Agent or such Lender of the proceeds thereof, provided that the failure to give
such notice shall not affect the validity of such set-off and application. The
rights of the Administrative Agent and each Lender under this Section 8.6 are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) which the Administrative Agent or such Lender may have.

     8.7 Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts (including by
telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.

     8.8 Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     8.9 Section Headings. The Section headings used in this Agreement are for
convenience of reference only and are not to affect the construction hereof or
be taken into consideration in the interpretation hereof.

     8.10 Integration. This Agreement and the other Loan Documents represent the
agreement of the Grantors, the Administrative Agent and the Lenders with respect
to the subject matter hereof and thereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to subject matter hereof and thereof not expressly set forth or
referred to herein or in the other Loan Documents.

     8.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     8.12 Submission To Jurisdiction; Waivers. Each Grantor hereby irrevocably
and unconditionally:

     (a) submits for itself and its property in any legal action or proceeding
relating to this Agreement and the other Loan Documents to which it is a party,
or for recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New

<PAGE>

                                                                              23


York, the courts of the United States of America for the Southern District of
New York, and appellate courts from any thereof;

     (b) consents that any such action or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

     (c) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to such Grantor at its
address referred to in Section 8.2 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;

     (d) agrees that nothing herein shall affect the right to effect service of
process in any other manner permitted by law or shall limit the right to sue in
any other jurisdiction; and

     (e) waives, to the maximum extent not prohibited by law, any right it may
have to claim or recover in any legal action or proceeding referred to in this
Section 8.12 any special, exemplary, punitive or consequential damages.

     8.13 Acknowledgements. Each Grantor hereby acknowledges that:

     (a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents to which it is a party;

     (b) neither the Administrative Agent nor any Lender has any fiduciary
relationship with or duty to any Grantor arising out of or in connection with
this Agreement or any of the other Loan Documents, and the relationship between
the Grantors, on the one hand, and the Administrative Agent and Lenders, on the
other hand, in connection herewith or therewith is solely that of debtor and
creditor; and

     (c) no joint venture is created hereby or by the other Loan Documents or
otherwise exists by virtue of the transactions contemplated hereby among the
Lenders or among the Grantors and the Lenders.

     8.14 Additional Grantors. Each Subsidiary of the Borrower that is required
to become a party to this Agreement pursuant to Section 5.10 of the Loan
Agreement shall become a Grantor for all purposes of this Agreement upon
execution and delivery by such Subsidiary of an Assumption Agreement in the form
of Annex 1 hereto.

     8.15 Releases. (a) At such time as the Loans and the other Obligations
shall have been paid in full, the Collateral shall be released from the Liens
created hereby, and this Agreement and all obligations (other than those
expressly stated to survive such termination) of the Administrative Agent and
each Grantor hereunder shall terminate, all without delivery of any instrument
or performance of any act by any party, and all rights to the Collateral shall
revert to the Grantors. At the request and sole expense of any Grantor following
any such termination, the Administrative Agent shall deliver to such Grantor any
Collateral held by the Administrative Agent hereunder, and execute and deliver
to such Grantor such documents as such Grantor shall reasonably request to
evidence such termination.

     (b) If any of the Collateral shall be sold, transferred or otherwise
disposed of by any Grantor in a transaction permitted by the Loan Agreement,
then the Administrative Agent, at the request and sole

<PAGE>

                                                                              24


expense of such Grantor, shall execute and deliver to such Grantor all releases
or other documents reasonably necessary or desirable for the release of the
Liens created hereby on such Collateral. At the request and sole expense of the
Borrower, a Subsidiary Guarantor shall be released from its obligations
hereunder in the event that all the Capital Stock of such Subsidiary Guarantor
shall be sold, transferred or otherwise disposed of in a transaction permitted
by the Loan Agreement; provided that the Borrower shall have delivered to the
Administrative Agent, at least ten Business Days prior to the date of the
proposed release, a written request for release identifying the relevant
Subsidiary Guarantor and the terms of the sale or other disposition in
reasonable detail, including the price thereof and any expenses in connection
therewith, together with a certification by the Borrower stating that such
transaction is in compliance with the Loan Agreement and the other Loan
Documents.

     8.16 WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

<PAGE>

                                                                              25


          IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee
and Collateral Agreement to be duly executed and delivered as of the date first
above written.

                                        [NAME OF GRANTOR]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

<PAGE>

                                                                      Schedule 1

                         NOTICE ADDRESSES OF GUARANTORS

<PAGE>

                                                                      Schedule 2

                       DESCRIPTION OF INVESTMENT PROPERTY

PLEDGED STOCK:

<TABLE>
<CAPTION>
Issuer   Class of Stock   Stock Certificate No.   No. of Shares
------   --------------   ---------------------   -------------
<S>      <C>              <C>                     <C>

</TABLE>

PLEDGED NOTES:

<TABLE>
<CAPTION>
Issuer   Payee   Principal Amount
------   -----   ----------------
<S>      <C>     <C>

</TABLE>

<PAGE>

                                                                      Schedule 3

                            FILINGS AND OTHER ACTIONS
                     REQUIRED TO PERFECT SECURITY INTERESTS
                       IN TERM LENDER PRIORITY COLLATERAL

                         Uniform Commercial Code Filings

          [List each office where a financing statement is to be filed]

                          Patent and Trademark Filings

                               [List all filings]

                      Actions with respect to Pledged Stock

                                  Other Actions

                      [Describe other actions to be taken]

<PAGE>

                                                                      Schedule 4

                            FILINGS AND OTHER ACTIONS
                     REQUIRED TO PERFECT SECURITY INTERESTS
                     IN REVOLVING LENDER PRIORITY COLLATERAL

                         Uniform Commercial Code Filings

          [List each office where a financing statement is to be filed]

                          Patent and Trademark Filings

                               [List all filings]

                      Actions with respect to Pledged Stock

                                  Other Actions

                      [Describe other actions to be taken]

<PAGE>

                                                                      Schedule 5

       LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE

<TABLE>
<CAPTION>
Grantor   Jurisdiction of Organization   Location of Chief Executive Office
-------   ----------------------------   ----------------------------------
<S>       <C>                            <C>

</TABLE>

<PAGE>

                                                                      Schedule 6

                        COPYRIGHTS AND COPYRIGHT LICENSES

                           PATENTS AND PATENT LICENSES

                        TRADEMARKS AND TRADEMARK LICENSES

<PAGE>

                                                                      Schedule 7

                                    CONTRACTS

<PAGE>

                           ACKNOWLEDGEMENT AND CONSENT

     The undersigned hereby acknowledges receipt of a copy of the Guarantee and
Collateral Agreement dated as of June 21, 2005 (the "Agreement"), made by the
Grantors parties thereto for the benefit of JPMORGAN CHASE BANK, N.A., as
Administrative Agent. The undersigned agrees for the benefit of the
Administrative Agent and the Lenders as follows:

          1. The undersigned will be bound by the terms of the Agreement and
will comply with such terms insofar as such terms are applicable to the
undersigned.

          2. The undersigned will notify the Administrative Agent promptly in
writing of the occurrence of any of the events described in Section 5.7(a) of
the Agreement.

          3. The terms of Sections 6.3(c) of the Agreement shall apply to it,
mutatis mutandis, with respect to all actions that may be required of it
pursuant to Section 6.3(c) of the Agreement.

                                        [NAME OF ISSUER]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        Address for Notices:

                                        ----------------------------------------

                                        ----------------------------------------

                                        ----------------------------------------
                                        Fax:
                                             -----------------------------------

<PAGE>

                                                                      Annex 1 to
                                              Guarantee and Collateral Agreement

          ASSUMPTION AGREEMENT, dated as of ________________, 200_, made by
______________________________ (the "Additional Grantor"), in favor of JPMORGAN
CHASE BANK, N.A., as administrative agent (in such capacity, the "Administrative
Agent") for the banks and other financial institutions or entities (the
"Lenders") parties to the Loan Agreement referred to below. All capitalized
terms not defined herein shall have the meaning ascribed to them in such Loan
Agreement.

                                   WITNESSETH:

          WHEREAS, Eddie Bauer Holdings, Inc. ("Holdings"), Eddie Bauer, Inc.
(the "Borrower"), the Lenders and the Administrative Agent have entered into a
Loan Agreement, dated as of June 21, 2005 (as amended, supplemented or otherwise
modified from time to time, the "Loan Agreement");

          WHEREAS, in connection with the Loan Agreement, the Borrower and
certain of its Affiliates (other than the Additional Grantor) have entered into
the Guarantee and Collateral Agreement, dated as of June 21, 2005 (as amended,
supplemented or otherwise modified from time to time, the "Guarantee and
Collateral Agreement") in favor of the Administrative Agent for the benefit of
the Lenders;

          WHEREAS, the Loan Agreement requires the Additional Grantor to become
a party to the Guarantee and Collateral Agreement; and

          WHEREAS, the Additional Grantor has agreed to execute and deliver this
Assumption Agreement in order to become a party to the Guarantee and Collateral
Agreement;

          NOW, THEREFORE, IT IS AGREED:

          1. Guarantee and Collateral Agreement. By executing and delivering
this Assumption Agreement, the Additional Grantor, as provided in Section 8.14
of the Guarantee and Collateral Agreement, hereby becomes a party to the
Guarantee and Collateral Agreement as a Grantor thereunder with the same force
and effect as if originally named therein as a Grantor and, without limiting the
generality of the foregoing, hereby expressly assumes all obligations and
liabilities of a Grantor thereunder. The information set forth in Annex 1-A
hereto is hereby added to the information set forth in the Schedules to the
Guarantee and Collateral Agreement. The Additional Grantor hereby represents and
warrants that each of the representations and warranties contained in Section 4
of the Guarantee and Collateral Agreement is true and correct on and as the date
hereof (after giving effect to this Assumption Agreement) as if made on and as
of such date.

          2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

<PAGE>

                                                                               2


          IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement to be duly executed and delivered as of the date first above written.

                                        [ADDITIONAL GRANTOR]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

<PAGE>

                                                                    Annex 1-A to
                                                            Assumption Agreement

                            Supplement to Schedule 1

                            Supplement to Schedule 2

                            Supplement to Schedule 3

                            Supplement to Schedule 4

                            Supplement to Schedule 5

                            Supplement to Schedule 6

                            Supplement to Schedule 7