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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)
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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
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DISTRIBUTIONS
SCHEDULE 6.11
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REAL ESTATE
SCHEDULE 6.12
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TRADE NAMES
SCHEDULE 6.13
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LITIGATION
SCHEDULE 6.15
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ENVIRONMENTAL LAW
SCHEDULE 6.18
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ERISA COMPLIANCE
SCHEDULE 6.25
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BANK ACCOUNTS AND CREDIT CARD PROCESSORS
SCHEDULE 7.10(b)
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PERMITTED EXISTING LIENS
SCHEDULE 7.11
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INVESTMENTS
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THIRD AMENDED AND RESTATED CREDIT AGREEMENT
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 23, 2008
(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., WACHOVIA BANK, NATIONAL ASSOCIATION,
and RBS CITIZENS, N.A., as Syndication Agents, ANNTAYLOR, INC., a Delaware
corporation ("ATI"), ANNCO, INC., a Delaware corporation ("ANNCO"), ANNTAYLOR
DISTRIBUTION SERVICES, INC., a Delaware corporation ("AT Distribution"), and
ANNTAYLOR RETAIL, INC., a Delaware corporation ("AT Retail"; ATI, ANNCO, AT
Distribution and AT Retail may be referred to individually herein as a
"Borrower" or collectively as the "Borrowers").
W I T N E S S E T H:
WHEREAS, ATI, 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, ATI has requested that the Lenders continue to make available to it a
revolving line of credit for loans and letters of credit in an amount not to
exceed $250,000,000 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 the mutual conditions and agreements set
forth in this Agreement, and for good and valuable consideration, the receipt of
which is hereby acknowledged, the Lenders, the Agent and the Borrowers hereby
agree that the Original Credit Agreement is hereby amended and restated in its
entirety, effective as of the Effective Date, as follows.
ARTICLE 1
LOANS AND