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FORM OF NOTICE OF CONTINUATION/CONVERSION
EXHIBIT F
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FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
EXHIBIT G
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FORM OF SECURITY AGREEMENT
EXHIBIT H
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FORM OF PARENT GUARANTY
SCHEDULE 1.1
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COMMITMENTS
SCHEDULE 1.3
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EXISTING LETTERS OF CREDIT
SCHEDULE 5.2(j) -
ADDITIONAL FINANCIAL AND COLLATERAL REPORTS
SCHEDULE 6.5
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SUBSIDIARIES AND AFFILIATES
SCHEDULE 6.7
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SUBSIDIARY CAPITALIZATION
SCHEDULE 6.9
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DEBT
SCHEDULE 6.10 -
DISTRIBUTIONS
SCHEDULE 6.11 -
REAL ESTATE
SCHEDULE 6.12 -
TRADE NAMES
SCHEDULE 6.13 -
LITIGATION
SCHEDULE 6.15 -
ENVIRONMENTAL LAW
SCHEDULE 6.18 -
ERISA COMPLIANCE
SCHEDULE 6.25 -
BANK ACCOUNTS AND CREDIT CARD PROCESSORS
SCHEDULE 7.10(b) - PERMITTED EXISTING LIENS
SCHEDULE 7.11 -
INVESTMENTS
v
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 19, 2012
(this "Agreement"), is made by and among the financial institutions from time to
time parties hereto (such financial institutions, together with their respective
successors and assigns, are referred to hereinafter each individually as a
"Lender" and collectively as the "Lenders"), BANK OF AMERICA, N.A., as
Administrative Agent and Collateral Agent for the Lenders (in such capacities,
the "Agent"), JPMORGAN CHASE BANK, N.A., as Syndication Agent, WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Documentation Agent, ANNTAYLOR, INC., a Delaware
corporation ("ATI"), ANNCO, INC., a Delaware corporation ("ANNCO"), ANNTAYLOR
DISTRIBUTION SERVICES, INC., a Delaware corporation ("AT Distribution"),
ANNTAYLOR RETAIL, INC., a Florida corporation ("AT Retail") and ANN CARD
SERVICES, INC., a Florida corporation ("ACS"; ATI, ANNCO, AT Distribution, AT
Retail and ACS may be referred to individually herein as a "U.S. Borrower" or
collectively as the "U.S. Borrowers") and ANN CANADA INC., a Canadian
corporation (the "Canadian Borrower" and together with the U.S. Borrowers,
collectively, the "Borrowers").
W I T N E S S E T H:
WHEREAS, ATI, ANNCO, AT Distribution and AT Retail, the lenders referred to
therein, the syndication agents named therein, the issuing banks named therein
and the administrative agent named therein have entered into that certain
Original Credit Agreement (as defined in Annex A hereto);
WHEREAS, the Borrowers have requested that the Lenders continue to make
available to them a revolving line of credit for loans and letters of credit in
an amount not to exceed $250,000,000 (subject to increase to $400,000,000
pursuant to the terms set forth herein) by amending the terms of the Original
Credit Agreement, and restating such terms in their entirety, as set forth
herein;
WHEREAS, capitalized terms used in this Agreement and not otherwise defined
herein shall have the meanings ascribed thereto in Annex A which is attached
hereto and incorporated herein; the rules of construction contained therein
shall govern the interpretation of this Agreement and the other Loan Documents
(except as otherwise provided for therein), and all Annexes, Exhibits and
Schedules attached hereto are incorporated herein by reference; and
WHEREAS, the Lenders have agreed to continue to make available to the Borrowers
a revolving credit facility upon the terms and conditions set forth in this
Agreement;
NOW, THEREFORE, in consideration of