EXHIBIT B
AMENDED AND RESTATED SECURITY AGREEMENT
AMENDED AND RESTATED SECURITY AGREEMENT dated as of
September 20, 1996 between ANNTAYLOR GLOBAL SOURCING, INC.
(formerly known as CAT US, Inc.), a Delaware corporation having
an office at 142 West 57th Street, New York, NY 10019 (the
"Company") and THE HONGKONG AND SHANGHAI BANKING CORPORATION
-------
LIMITED, a foreign banking corporation acting through its New
York Branch (the "Bank").
----
W I T N E S S E T H :
WHEREAS, the Company has provided a collateral security
interest to the Bank under a General Security Agreement dated
August 4, 1995 (the "Original Agreement");
------------------
WHEREAS, the Company has requested that the Original
Agreement be restated in its entirety to reflect the amendment of
certain provisions thereof; and
WHEREAS, the Company and the Bank are parties to an
Amended and Restated Credit Agreement dated as of September 20,
1996 (as modified and supplemented and in effect from time to
time, the "Credit Agreement"), providing, subject to the terms
----------------
and conditions thereof, for extensions of credit (by issuing
letters of credit and making loans) to be made by the Bank to the
Company in an aggregate face or principal amount not exceeding
$40,000,000.
NOW, THEREFORE, to induce the Bank to enter into the
Credit Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
Company has agreed to continue to pledge and to grant a security
interest in the Collateral (as hereinafter defined) as security
for the Secured Obligations (as hereinafter defined).
Accordingly, the parties hereto agree that the Original Agreement
is hereby amended and restated in its entirety as follows:
Section 1. Definitions. Terms defined in the Credit Agreement
-----------
are used herein as defined therein. In addition, as used herein:
"Accounts" shall have the meaning ascribed thereto in
--------
Section 3(d) hereof.
"Collateral" shall have the meaning ascribed thereto in
----------
Section 3 hereof.
"Documents" shall have the meaning ascribed thereto in
---------
Section 3(i) hereof.
"Equipment" shall have the meaning ascribed thereto in
---------
Section 3(g) hereof.
===========================================================================
"Instruments" shall have the meaning ascribed thereto in
-----------
Section 3(e) hereof.
"Inventory" shall have the meaning ascribed thereto in
---------
Section 3(f) hereof.
"Issuers" shall mean, collectively, the respective
-------
corporations identified in Annex 1 hereto under the caption
"Issuers".
-------
"Pledged Stock" shall have the meaning ascribed thereto in
-------------
Section 3(a) hereof.
"Secured Obligations" shall mean, collectively, (a) the
--------------------
principal of and interest on the Loans made by the Bank to,
and the Note held by the Bank of, the Company, and all other
amounts from time to time owing to the Bank by the Company
under the Credit Agreement or the Note, (b) all obligations of
the Company to the Bank hereunder, and (c) all obligations of
the Company under any other Credit Document to which it is
party.
"Stock Collateral" shall mean, collectively, the
----------------
Collateral described in clauses (a) through (c) of Section 3
hereof and the proceeds of and to any such property and, to
the extent related to any such property or such proceeds, all
books, correspondence, credit files, records, invoices and
other papers.
"Uniform Commercial Code" shall mean the Uniform
-----------------------
Commercial Code as in effect in the State of New York from
time to time.
Section 2. Representations and Warranties. The Company
------------------------------
represents and warrants to the Bank that:
(a) the Company is the sole beneficial owner of the
Collateral and no Lien exists or will exist upon any
Collateral at any time (and, with respect to the Stock
Collateral, no right or option to acquire the same exists in
favor of any other Person), except for Liens permitted under
Section 8.06 of the Credit Agreement and except for the pledge
and security interest in favor of the Bank created or provided
for herein which pledge and security interest constitutes a
first priority perfected pledge and security interest in and
to all of the Collateral;
(b) the Pledged Stock evidenced by the certificates
identified in Annex 1 hereto is, and all other Pledged Stock
will be, duly authorized, validly issued, fully paid and
nonassessable and none of such Pledged Stock is or will be
subject to any contractual restriction, or any restriction
under the charter or by-laws of the respective Issuers of such
Pledged Stock, upon the transfer of such Pledged Stock (except
for any such restriction contained herein or in the Credit
Agreement);
===========================================================================
(c) the Pledged Stock evidenced by the certificates
identified in Annex 1 hereto constitutes the indicated
percentage of the total issued and outstanding shares of
capital stock of any class of the Issuers beneficially owned
by the Company on the date hereof (whether or not registered
in the name of the Company) and said Annex 1 correctly
identifies, as at the date hereof, the respective Issuers of
such Pledged Stock, the respective class and par value of the
shares comprising such Pledged Stock and the respective number
of shares (and registered owner thereof) evidenced by each
such certificate; and
(d) any goods now or hereafter produced by the Company or
any of its Subsidiaries included in the Collateral have been
and will be produced in compliance with the requirements of
the Fair Labor Standards Act, as amended.
Section 3. Collateral. As collateral security for the prompt
----------
payment in full when due (whether at stated maturity, by
acceleration or otherwise) of the Secured Obligations, the
Company hereby continues to pledge and grant to the Bank a
security interest in all of the Company's right, title and
interest in the following property, whether now owned by the
Company or hereafter acquired and whether now existing or
hereafter coming into existence, and wherever located (all being
collectively referred to herein as "Collateral"):
----------
(a) the respective shares of common/preferred stock of
the Issuers evidenced by the certificates identified in Annex
1 hereto and all other shares of capital stock of whatever
class of the Issuers, now or hereafter owned by the Company,
together with in each case the certificates evidencing the
same (collectively, the "Pledged Stock");
-------------
(b) all shares, securities, moneys or property
representing a dividend on any of the Pledged Stock, or
representing a distribution or return of capital upon or in
respect of the Pledged Stock, or resulting from a split-up,
revision, reclassification or other like change of the Pledged
Stock or otherwise received in exchange therefor, and any
subscription warrants, rights or options issued to the holders
of, or otherwise in respect of, the Pledged Stock;
(c) without affecting the obligations of the Company
under any provision prohibiting such action hereunder or under
the Credit Agreement, in the event of any consolidation or
merger in which any Issuer is not the surviving corporation,
all shares of each class of the capital stock of the successor
corporation (unless such successor corporation is the Company
itself) formed by or resulting from such consolidation or
merger;
(d) all accounts and general intangibles (each as defined
in the Uniform Commercial Code) of the Company constituting
any right to the payment of money, including (but not limited
to) all moneys due and to become due to the Company in respect
of any loans or advances for the purchase price of Inventory
or Equipment or other goods sold or leased or for services
========================================================================
rendered, all moneys due and to become due to the Company
under any guarantee (including a letter of credit) of the
purchase price of Inventory or Equipment sold by the Company
and all tax refunds (such accounts, general intangibles and
moneys due and to become due being herein called collectively
"Accounts");
--------
(e) all instruments, chattel paper or letters of credit
(each as defined in the Uniform Commercial Code) of the
Company evidencing, representing, arising from or existing in
respect of, relating to, securing or otherwise supporting the
payment of, any of the Accounts, including (but not limited
to) promissory notes, drafts, bills of exchange and trade
acceptances (herein collectively called "Instruments");
-----------
(f) all inventory (as defined in the Uniform Commercial
Code) of the Company, all goods obtained by the Company in
exchange for such inventory, and any products made or
processed from such inventory including all substances, if
any, commingled therewith or added thereto (herein
collectively called "Inventory");
---------
(g) all equipment (as defined in the Uniform Commercial
Code) of the Company (herein collectively called "Equipment");
---------
(h) each contract and other agreement of the Company
relating to the sale or other disposition of Inventory or
Equipment;
(i) all documents of title (as defined in the Uniform
Commercial Code) or other receipts of the Company covering,
evidencing or representing Inventory or Equipment (herein
collectively called "Documents");
---------
(j) all rights, claims and benefits of the Company
against any Person arising out of, relating to or in
connection with Inventory or Equipment purchased by the
Company, including, without limitation, any such rights,
claims or benefits against any Person storing or transporting
such Inventory or Equipment; and
(k) all other tangible or intangible property of the
Company, including, without limitation, all proceeds, products
and accessions of and to any of the property of the Company
described in clauses (a) through (j) above in this Section 3
(including, without limitation, any proceeds of insurance
thereon), and, to the extent related to any property described
in said clauses or such proceeds, products and accessions, all
books, correspondence, credit files, records, invoices and
other papers, including without limitation all tapes, cards,
computer runs and other papers and documents in the possession
or under the control of the Company or any computer bureau or
service company from time to time acting for the Company.
===========================================================================
Section 4. Further Assurances; Remedies. In furtherance of the
----------------------------
grant of the pledge and security interest pursuant to Section 3
hereof, the Company hereby agrees with the Bank as follows:
4.01 Delivery and Other Perfection. The Company shall:
-----------------------------
(a) if any of the above-described shares, securities,
monies or property required to be pledged by the Company under
clauses (a), (b) and (c) of Section 3 hereof are received by
the Company, forthwith either (x) transfer and deliver to the
Bank such shares or securities so received by the Company
(together with the certificates for any such shares and
securities duly endorsed in blank or accompanied by undated
stock powers duly executed in blank) all of which thereafter
shall be held by the Bank, pursuant to the terms of this
Agreement, as part of the Collateral or (y) take such other
action as the Bank shall deem necessary or appropriate to duly
record the Lien created hereunder in such shares, securities,
monies or property referred to in said clauses (a), (b) and
(c);
(b) deliver and pledge to the Bank any and all
Instruments, endorsed and/or accompanied by such instruments
of assignment and transfer in such form and substance as the
Bank may request; provided, that so long as no Default shall
have occurred and be continuing, the Company may retain for
collection in the ordinary course any Instruments received by
it in the ordinary course of business and the Bank shall,
promptly upon request of the Company, make appropriate
arrangements for making any other Instrument pledged by the
Company available to it for purposes of presentation,
collection or renewal (any such arrangement to be effected, to
the extent deemed appropriate by the Bank, against trust
receipt or like document);
(c) give, execute, deliver, file and/or record any
financing statement, notice, instrument, document, agreement
or other papers that may be necessary or desirable (in the
judgment of the Bank) to create, preserve, perfect or validate
any security interest granted pursuant hereto or to enable the
Bank to exercise and enforce its rights hereunder with respect
to such security interest, including, without limitation,
causing any or all of the Stock Collateral to be transferred
of record into the name of the Bank or its nominee (and the
Bank agrees that if any Stock Collateral is transferred into
its name or the name of its nominee, the Bank will thereafter
promptly give to the Company copies of any notices and
communications received by it with respect to the Stock
Collateral), provided that notices to account debtors in
respect of any Accounts or Instruments shall be subject to the
provisions of clause (g) below;
(d) upon the acquisition after the date hereof by the
Company of any Equipment covered by a certificate of title or
ownership, cause the Bank to be listed as the lienholder on
=======================================================================
such certificate of title and within 120 days of the
acquisition thereof deliver evidence of the same to the Bank;
(e) keep full and accurate books and records relating to
the Collateral, and stamp or otherwise mark such books and
records in such manner as the Bank may reasonably require in
order to reflect the security interests granted by this
Agreement;
(f) permit representatives of the Bank, upon reasonable
notice, at any time during normal business hours to inspect
and make abstracts from its books and records pertaining to
the Collateral, and permit representatives of the Bank to be
present at the Company's place of business to receive copies
of all communications and remittances relating to the
Collateral, and forward copies of any notices or
communications by the Company with respect to the Collateral,
all in such manner as the Bank may require; and
(g) upon the occurrence and during the continuance of any
Default, upon request of the Bank, promptly notify (and the
Company hereby authorizes the Bank so to notify) each account
debtor in respect of any Accounts or Instruments that such
Collateral has been assigned to the Bank hereunder, and that
any payments due or to become due in respect of such
Collateral are to be made directly to the Bank.
4.02 Other Financing Statements and Liens. Without the
------------------------------------
prior written consent of the Bank, the Company shall not file or
suffer to be on file, or authorize or permit to be filed or to be
on file, in any jurisdiction, any financing statement or like
instrument with respect to the Collateral in which the Bank is
not named as the sole secured party.
4.03 Preservation of Rights. The Bank shall not be
------------------------
required to take steps necessary to preserve any rights against
prior parties to any of the Collateral.
4.04 Special Provisions Relating to Stock Collateral.
-----------------------------------------------
(a) The Company will cause the Stock Collateral to
constitute at all times the percentage indicated on Annex 1
hereto of the total number of shares of each class of capital
stock of each Issuer then outstanding.
(b) So long as no Event of Default shall have occurred
and be continuing, the Company shall have the right to
exercise all voting, consensual and other powers of ownership
pertaining to the Stock Collateral for all purposes not
inconsistent with the terms of this Agreement, the Credit
Agreement, the Notes or any other instrument or agreement
referred to herein or therein, provided that the Company
agrees that it will not vote the Stock Collateral in any
manner that is inconsistent with the terms of this Agreement,
===========================================================================
the Credit Agreement, the Notes or any such other instrument
or agreement; and the Bank shall execute and deliver to the
Company or cause to be executed and delivered to the Company
all such proxies, powers of attorney, dividend and other
orders, and all such instruments, without recourse, as the
Company may reasonably request for the purpose of enabling the
Company to exercise the rights and powers which it is entitled
to exercise pursuant to this Section 4.04(b).
(c) Unless and until an Event of Default has occurred and
is continuing, the Company shall be entitled to receive and
retain any dividends on the Stock Collateral paid in cash out
of earned surplus.
(d) If any Event of Default shall have occurred, then so
long as such Event of Default shall continue, and whether or
not the Bank or any Bank exercises any available right to
declare any Secured Obligation due and payable or seeks or
pursues any other relief or remedy available to it under
applicable law or under this Agreement, the Credit Agreement,
the Notes or any other agreement relating to such Secured
Obligation, all dividends and other distributions on the Stock
Collateral shall be paid directly to the Bank and retained by
it as part of the Stock Collateral, subject to the terms of
this Agreement, and, if the Bank shall so request in writing,
the Company agrees to execute and deliver to the Bank
appropriate additional dividend, distribution and other orders
and documents to that end, provided that if such Event of
Default is cured, any such dividend or distribution
theretofore paid to the Bank shall, upon request of the
Company (except to the extent theretofore applied to the
Secured Obligations) be returned by the Bank to the Company.
4.05 Events of Default, etc. During the period during
-------------------------
which an Event of Default shall have occurred and be continuing:
(i) the Company shall, at the request of the
Bank, assemble the Collateral owned by it at such place
or places, reasonably convenient to both the Bank and the
Company, designated in its request;
(ii) the Bank may make any reasonable compromise
or settlement deemed desirable with respect to any of the
Collateral and may extend the time of payment, arrange
for payment in installments, or otherwise modify the
terms of, any of the Collateral;
(iii) the Bank shall have all of the rights and
remedies with respect to the Collateral of a secured
party under the Uniform Commercial Code (whether or not
said Code is in effect in the jurisdiction where the
rights and remedies are asserted) and such additional
rights and remedies to which a secured party is entitled
==========================================================================
under the laws in effect in any jurisdiction where any
rights and remedies hereunder may be asserted, including,
without limitation, the right, to the maximum extent
permitted by law, to exercise all voting, consensual and
other powers of ownership pertaining to the Collateral as
if the Bank were the sole and absolute owner thereof (and
the Company agrees to take all such action as may be
appropriate to give effect to such right);
(iv) the Bank in its discretion may, in its name
or in the name of the Company or otherwise, demand, sue
for, collect or receive any money or property at any time
payable or receivable on account of or in exchange for
any of the Collateral, but shall be under no obligation
to do so; and
(v) the Bank may, upon 10 Business Days' prior
written notice to the Company of the time and place, with
respect to the Collateral or any part thereof which shall
then be or shall thereafter come into the possession,
custody or control of the Bank, or any of its agents,
sell, lease, assign or otherwise dispose of all or any of
such Collateral, at such place or places as the Bank
deems best, and for cash or on credit or for future
delivery (without thereby assuming any credit risk), at
public or private sale, without demand of performance or
notice of intention to effect any such disposition or of
time or place thereof (except such notice as is required
above or by applicable statute and cannot be waived) and
the Bank or anyone else may be the purchaser, lessee,
assignee or recipient of any or all of the Collateral so
disposed of at any public sale (or, to the extent
permitted by law, at any private sale), and thereafter
hold the same absolutely, free from any claim or right of
whatsoever kind, including any right or equity of
redemption (statutory or otherwise), of the Company, any
such demand, notice or right and equity being hereby
expressly waived and released. The Bank may, without
notice or publication, adjourn any public or private sale
or cause the same to be adjourned from time to time by
announcement at the time and place fixed for the sale,
and such sale may be made at any time or place to which
the same may be so adjourned.
The proceeds of each collection, sale or other disposition under
this Section 4.05 shall be applied in accordance with Section
4.09 hereof.
The Company recognizes that, by reason of certain
prohibitions contained in the Securities Act of 1933, as amended,
and applicable state securities laws, the Bank may be compelled,
with respect to any sale of all or any part of the Collateral, to
limit purchasers to those who will agree, among other things, to
acquire the Collateral for their own account, for investment and
not with a view to the distribution or resale thereof. The
Company acknowledges that any such private sales may be at prices
and on terms less favorable to the Bank than those obtainable
through a public sale without such restrictions, and,
notwithstanding such circumstances, agrees that any such private
sale shall be deemed to have been made in a commercially
reasonable manner and that the Bank shall have no obligation to
engage in public sales and no obligation to delay the sale of any
Collateral for the period of time necessary to permit the
respective Issuer thereof to register it for public sale.
4.06 Deficiency. If the proceeds of sale, collection or
----------
other realization of or upon the Collateral pursuant to Section
4.05 hereof are insufficient to cover the costs and expenses of
such realization and the payment in full of the Secured
Obligations, the Company shall remain liable for any deficiency.
4.07 Removals, etc. Without at least 30 days prior
-------------
written notice to the Bank, the Company shall not (i) maintain
any of its books or records with respect to the Collateral at any
office or maintain its chief executive office or its principal
place of business at any place, or permit any Inventory or
Equipment to be located anywhere other than at the address
indicated beneath the signature of the Company to the Credit
Agreement or at one of the locations identified in Annex 2 hereto
or in transit from one of such locations to another (or, with
respect to Inventory, in transit from one of such locations to a
customer of the Company) or (ii) change its corporate name, or
the name under which it does business, from the name shown on the
signature page hereto.
4.08 Private Sale. The Bank shall incur no liability as a
------------
result of the sale of the Collateral, or any part thereof, at any
private sale pursuant to Section 4.05 hereof conducted in a
commercially reasonable manner. The Company hereby waives any
claims against the Bank arising by reason of the fact that the
price at which the Collateral may have been sold at such a
private sale was less than the price which might have been
obtained at a public sale or was less than the aggregate amount
of the Secured Obligations, even if the Bank accepts the first
offer received and does not offer the Collateral to more than one
offeree.
4.09 Application of Proceeds. Except as otherwise herein
-----------------------
expressly provided, the proceeds of any collection, sale or other
realization of all or any part of the Collateral pursuant hereto,
and any other cash at the time held by the Bank under this
Section 4, shall be applied by the Bank:
First, to the payment of the costs and expenses of such
-----
collection, sale or other realization, including reasonable
out-of-pocket costs and expenses of the Bank and the fees and
expenses of its agents and counsel, and all expenses, and
advances made or incurred by the Bank in connection therewith;
Next, to the payment in full of the Secured Obligations; and
----
==========================================================================
Finally, to the payment to the Company, or its successors
-------
or assigns, or as a court of competent jurisdiction may
direct, of any surplus then remaining.
As used in this Section 5, "proceeds" of Collateral shall mean
--------
cash, securities and other property realized in respect of, and
distributions in kind of, Collateral, including any thereof
received under any reorganization, liquidation or adjustment of
debt of the Company or any issuer of or obligor on any of the
Collateral.
4.10 Attorney-in-Fact. Without limiting any rights or
----------------
powers granted by this Agreement to the Bank while no Event of
Default has occurred and is continuing, upon the occurrence and
during the continuance of any Event of Default the Bank is hereby
appointed the attorney-in-fact of the Company for the purpose of
carrying out the provisions of this Section 4 and taking any
action and executing any instruments which the Bank may deem
necessary or advisable to accomplish the purposes hereof, which
appointment as attorney-in-fact is irrevocable and coupled with
an interest. Without limiting the generality of the foregoing,
so long as the Bank shall be entitled under this Section 4 to
make collections in respect of the Collateral, the Bank shall
have the right and power to receive, endorse and collect all
checks made payable to the order of the Company representing any
dividend, payment, or other distribution in respect of the
Collateral or any part thereof and to give full discharge for the
same.
4.11 Perfection. Prior to or concurrently with the
----------
execution and delivery of this Agreement, the Company shall (i)
file such financing statements and other documents in such
offices as the Bank may request to perfect the security interests
granted by Section 3 of this Agreement, and (ii) deliver to the
Bank all certificates identified in Annex 1 hereto, accompanied
by undated stock powers duly executed in blank.
4.12 Termination. When all Secured Obligations shall have
-----------
been paid in full and the Facilities of the Bank under the Credit
Agreement shall have expired or been terminated, this Agreement
shall terminate, and the Bank shall forthwith cause to be
assigned, transferred and delivered, against receipt but without
any recourse, warranty or representation whatsoever, any
remaining Collateral and money received in respect thereof, to or
on the order of the Company. The Bank shall also execute and
deliver to the Company upon such termination such Uniform
Commercial Code termination statements and such other
documentation as shall be reasonably requested by the Company to
effect the termination and release of the Liens on the
Collateral.
4.13 Expenses. The Company agrees to pay to the Bank all
--------
out-of-pocket expenses (including reasonable expenses for legal
services of every kind) of, or incident to, the enforcement of
any of the provisions of this Section 4, or performance by the
Bank of any obligations of the Company in respect of the
Collateral which the Company has failed or refused to perform, or
any actual or attempted sale, or any exchange, enforcement,
============================================================================
collection, compromise or settlement in respect of any of the
Collateral, and for the care of the Collateral and defending or
asserting rights and claims of the Bank in respect thereof, by
litigation or otherwise, including expenses of insurance, and all
such expenses shall be Secured Obligations to the Bank secured
under Section 3 hereof.
4.14 Further Assurances. The Company agrees that, from
-------------------
time to time upon the written request of the Bank, the Company
will execute and deliver such further documents and do such other
acts and things as the Bank may reasonably request in order fully
to effect the purposes of this Agreement.
4.15 Collateral Audit. The Company shall permit
------------------
representatives of the Bank to undertake an annual audit of the
Collateral, and the Company agrees to pay all reasonable expenses
of the Bank incurred in connection therewith.
Section 5. Miscellaneous.
-------------
5.01 No Waiver. No failure on the part of the Bank or any
---------
of its agents to exercise, and no course of dealing with respect
to, and no delay in exercising, any right, power or remedy
hereunder shall operate as a waiver thereof; nor shall any single
or partial exercise by the Bank or any of its agents of any
right, power or remedy hereunder preclude any other or further
exercise thereof or the exercise of any other right, power or
remedy. The remedies herein are cumulative and are not exclusive
of any remedies provided by law.
5.02 Governing Law. This Agreement shall be governed by,
-------------
and construed in accordance with, the law of the State of New
York.
5.03 Notices. All notices, requests, consents and demands
-------
hereunder shall be in writing and telexed, telecopied,
telegraphed, cabled or delivered to the intended recipient at its
address or telex number specified pursuant to Section 10.02 of
the Credit Agreement and shall be deemed to have been given at
the times specified in said Section 10.02.
5.04 Waivers, etc. The terms of this Agreement may be
--------------
waived, altered or amended only by an instrument in writing duly
executed by the Company and the Bank. Any such amendment or
waiver shall be binding upon the Bank, each holder of any Secured
Obligation and the Company.
5.05 Successors and Assigns. This Agreement shall be
------------------------
binding upon and inure to the benefit of the respective
successors and assigns of the Company, the Bank, and each holder
of the Secured Obligations (provided, however, that the Company
shall not assign or transfer its rights hereunder without the
prior written consent of the Bank).
===========================================================================
5.06 Counterparts. This Agreement may be executed in any
------------
number of counterparts, all of which together shall constitute
one and the same instrument and any of the parties hereto may
execute this Agreement by signing any such counterpart.
5.07 Agents. The Bank may employ agents and
------
attorneys-in-fact in connection herewith and shall not be
responsible for the negligence or misconduct of any such agents
or attorneys-in-fact selected by it in good faith.
5.08 Severability. If any provision hereof is invalid and
------------
unenforceable in any jurisdiction, then, to the fullest extent
permitted by law, (i) the other provisions hereof shall remain in
full force and effect in such jurisdiction and shall be liberally
construed in favor of the Bank in order to carry out the
intentions of the parties hereto as nearly as may be possible and
(ii) the invalidity or unenforceability of any provision hereof
in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction.
--------------
=========================================================================
_
IN WITNESS WHEREOF, the parties hereto have caused this
Security Agreement to be duly executed as of the day and year
first above written.
ANNTAYLOR GLOBAL SOURCING, INC.
By /s/
_________________________
Name:
Title:
Address for Notices:
142 West 57th Street
New York, NY 10019
Telecopy: (212)
THE HONGKONG AND SHANGHAI BANKING
CORPORATION LIMITED, NEW YORK BRANCH
By /s/
_______________________
Name: Ian Wright
Title: Vice President
Address for Notices:
140 Broadway
New York, NY 10005
Attention: NYK CBU TRS
Telecopy: (212) 658-2813
============================================================================
ANNEX 1
LIST OF PLEDGED STOCK
NONE
============================================================================
ANNEX 2
LIST OF LOCATIONS
AnnTaylor Global Sourcing, Inc.
414 Chapel Street
New Haven, CT 06511
Louisville Distribution Center
7101 Distribution Drive
Louisville, KY 40258
Flag Trucking Services Company
5 Dwight Place
Fairfield, NJ 07006
SSCI
1072 West Side Avenue
Jersey City, NJ 07306
Summit Transportation
Building 40
Hackensack Avenue
Kearny, NJ 07032
AnnTaylor Global Sourcing, Inc.
1372 Broadway
New York, New York 10018
AnnTaylor Global Sourcing, Inc.
142 West 57th Street
New York, NY 10019
Freight-A-Ranger
3275 Alum Creek Drive
Columbus, OH 43207