Common use of Accounting for Acquisitions Clause in Contracts

Accounting for Acquisitions. With respect to any Acquisition consummated on or after the Closing Date and prior to the Facility Termination Date, the following shall apply: (a) With respect to the UTI Acquisition, for each of the four Four-Quarter Periods ending next following the date of the Acquisition, Consolidated EBITDA of the Borrower shall be deemed to refer to Adjusted Consolidated EBITDA for all purposes hereunder; (b) As to each Acquisition that is accounted for as a "purchase," for each of the four Four-Quarter Periods ending next following the date of such Acquisition, Consolidated EBITDA shall include the results of operations of the Person or assets so acquired on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests," and which amounts may include such adjustments as are permitted under Regulation S-X of the Securities and Exchange Commission or reasonably satisfactory to the Agent; (c) For each of the four Four-Quarter Periods ending next following the date of each Acquisition, Consolidated Fixed Charges shall include the results of operations of the Person or assets so acquired, which amounts shall be determined on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests;" provided, however, Consolidated Interest Expense shall be adjusted on a historical pro forma basis to (i) eliminate interest expense accrued during such period on any Indebtedness repaid in connection with such Acquisition and (ii) include interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such Acquisition ("Incremental Debt") calculated (x) as if all such Incremental Debt had been incurred as of the first day of such Four-Quarter Period and (y) at the following interest rates: (I) for all periods subsequent to the date of the Acquisition and for Incremental Debt assumed or acquired in the Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Debt, equal to the average daily rate of interest actually applicable to such Incremental Debt hereunder or under other financing documents applicable thereto as at the end of each affected Four-Quarter Period, as the case may be.

Accounting for Acquisitions. With respect to any Acquisition consummated on or after the Closing Date and prior to the Facility Termination Date, the following shall apply: (a) With respect to the UTI Acquisition, for For each period of the four Four-Quarter Periods fiscal quarters ending next following the date of the Acquisition, Consolidated EBITDA of the Borrower shall be deemed to refer to Adjusted Consolidated EBITDA for all purposes hereunder; (b) As to each Acquisition that is accounted for as a "purchase," for each of the four Four-Quarter Periods ending next following the date of such any Acquisition, Consolidated EBITDA shall include the results of operations of the Person or assets so acquired on a historical pro forma basis as if to the extent information in sufficient detail concerning such Acquisition had been consummated as a "pooling historical results of interests," such Person or assets is reasonably available, and which amounts may shall include only adjustments reasonably satisfactory to the Administrative Agent and shall not include any increases to Consolidated EBITDA relative to synergies resulting from such adjustments as are Acquisition other than those permitted under pursuant to Regulation S-X of the Securities and Exchange Commission or reasonably satisfactory to the Agent;SEC; and (cb) For each period of the four Four-Quarter Periods fiscal quarters ending next following the date of each Acquisition, Consolidated Fixed Interest Charges shall include the results of operations of the Person or assets so acquired, which amounts shall be acquired determined on a historical pro forma basis as if to the extent information in sufficient detail concerning such Acquisition had been consummated as a "pooling historical results of interests;" such Person or assets is reasonably available; provided, howeverthat, Consolidated Interest Expense Charges shall be adjusted on a historical pro forma basis to (i) eliminate interest expense accrued during such period on any Indebtedness repaid in connection with such Acquisition and (ii) include interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such Acquisition ("“Incremental Debt"”) calculated (x) as if all such Incremental Debt had been incurred as of the first day of such Four-Quarter Period four fiscal quarter period and (y) at the following interest rates: (I) for all periods subsequent to the date of the Acquisition and for Incremental Debt assumed or acquired in the Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Debt, equal to the average daily rate of interest actually applicable to such Incremental Debt hereunder or under other financing documents applicable thereto as at the end of each affected Four-Quarter Periodthereto, as the case may be.

Accounting for Acquisitions. With respect to any Acquisition consummated on or after the Closing Date and prior to the Facility Termination Date, the following shall apply: (a) With respect to the UTI Acquisition, for each of the four Four-Quarter Periods ending next following the date of the Acquisition, Consolidated EBITDA of the Borrower shall be deemed to refer to Adjusted Consolidated EBITDA for all purposes hereunder; (b) As to each Acquisition that is accounted for as a "purchase," for For each of the four Four-Quarter Periods ending next following the date of such Acquisition, (i) Consolidated EBITDA EBITDAR shall include the results of operations of the Person or assets so acquired on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests," and which amounts may include such adjustments as are permitted under Regulation S-X of the Securities and Exchange Commission or and reasonably satisfactory to the Agent;Agent but (ii) for purposes of determining compliance with the provisions of Section 10.1(a), any increase in Consolidated Net Income resulting solely from such pro forma treatment of such Acquisition shall be disregarded; and (cb) For each of the four Four-Quarter Periods ending next following the date of each Acquisition, Consolidated Fixed Charges shall include the results of operations of the Person or assets so acquired, which amounts shall be determined on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests;" basis, provided, however, Consolidated Interest Expense shall be adjusted on a historical pro forma basis to (i) eliminate interest expense accrued during such period on any Indebtedness repaid in connection with such Acquisition and (ii) include interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such Acquisition ("“Incremental Debt"”) calculated (x) as if all such Incremental Debt had been incurred as of the first day of such Four-Quarter Period and (y) at the following interest rates: (I) for all periods subsequent to the date of the Acquisition and for Incremental Debt assumed or acquired in the Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Debt, equal to the average daily rate of interest actually applicable to such Incremental Debt hereunder or under other financing documents applicable thereto as at the end of each affected Four-Quarter Period, as the case may be.

Accounting for Acquisitions. With respect to any Acquisition consummated on or after the Closing Date and prior to the Facility Termination Date, the following shall apply: (a) With respect to the UTI Acquisition and the ATM Acquisition, for each of the four Four-Quarter Periods ending next following the date of the each such Acquisition, Consolidated EBITDA of the Borrower shall be deemed to refer to Adjusted Consolidated EBITDA for all purposes hereunder; (b) As to each Acquisition that is accounted for as a "purchase," for each of the four Four-Quarter Periods ending next following the date of such Acquisition, Consolidated EBITDA shall include the results of operations of the Person or assets so acquired on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests," and which amounts may include such adjustments as are permitted under Regulation S-X of the Securities and Exchange Commission or reasonably satisfactory to the Agent, all such pro forma results of operations and adjustments for such four Four Quarter Periods being set forth on a certificate of the Borrower, in the form of Exhibit M hereto, delivered on or prior to the date of such Acquisition and approved by the Agent and the Lenders in their sole discretion; (c) For each of the four Four-Quarter Periods ending next following the date of each Acquisition, Consolidated Fixed Charges shall include the results of operations of the Person or assets so acquired, which amounts shall be determined on a historical pro 35 42 forma basis as if such Acquisition had been consummated as a "pooling of interests;" provided, however, Consolidated Interest Expense shall be adjusted on a historical pro forma basis to (i) eliminate interest expense accrued during such period on any Indebtedness repaid in connection with such Acquisition and (ii) include interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such Acquisition ("Incremental Debt") calculated (x) as if all such Incremental Debt had been incurred as of the first day of such Four-Quarter Period and (y) at the following interest rates: (I) for all periods subsequent to the date of the Acquisition and for Incremental Debt assumed or acquired in the Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Debt, equal to the average daily rate of interest actually applicable to such Incremental Debt hereunder or under other financing documents applicable thereto as at the end of each affected Four-Quarter Period, as the case may be.

Accounting for Acquisitions. With respect to any Acquisition consummated on or after the Closing Date and prior to the Facility Termination Effective Date, the following shall apply: (a) With respect to the UTI Acquisition, for For each of the four Fourtwelve Twelve-Quarter Month Periods ending next following the date of the any Acquisition, Consolidated EBITDA of the Borrower shall be deemed to refer to Adjusted Consolidated EBITDA for all purposes hereunder; (b) As to each Acquisition that is accounted for as a "purchase," for each of the four Four-Quarter Periods ending next following the date of such Acquisition, Consolidated EBITDA shall include the results of operations of the Person or assets so acquired on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests," basis, and which amounts may include such adjustments as are permitted under Regulation S-X of the Securities SEC and Exchange Commission or reasonably satisfactory to the Agent;. (cb) For each of the four Fourtwelve Twelve-Quarter Month Periods ending next following the date of each Acquisition, Consolidated Fixed Charges shall include the results of operations of the Person or assets so acquired, which amounts shall be determined on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests;" basis; provided, however, Consolidated Interest Expense shall be adjusted on a historical pro forma basis to (i) eliminate interest expense accrued during such period on any Indebtedness Debt repaid in connection with such Acquisition and (ii) include interest expense on any Indebtedness Debt (including Indebtedness Debt hereunder) incurred, acquired or assumed in connection with such Acquisition ("“Incremental Debt"”) calculated (x) as if all such Incremental Debt had been incurred as of the first day of such FourTwelve-Quarter Month Period and (y) at the following interest rates: (I) for all periods subsequent to the date of the Acquisition and for Incremental Debt assumed or acquired in the Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Debt, equal to the average daily rate of interest actually applicable to such Incremental Debt hereunder or under other financing documents applicable thereto as at the end of each affected Four-Quarter Periodthereto, as the case may be. This Certificate is delivered to you pursuant to Section 5.2(c) of the Third Amended and Restated Credit Agreement dated as of April 23, 2008 (as amended, supplemented or modified from time to time, (the “Credit Agreement”), among AnnTaylor, Inc. (“ATI”), ANNCO, Inc., AnnTaylor Distribution Services, Inc., AnnTaylor Retail, Inc. (collectively, the “Borrowers”), Bank of America, N.A. (“Bank of America”), as Administrative Agent for the Lenders (in such capacity, (the “Agent”), and JPMorgan Chase Bank, N.A., Wachovia Bank, National Association, and RBS Citizens, N.A., as Syndication Agents. Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings so defined. 1. I am the duly elected, qualified and acting [Senior Vice President—Chief Financial Officer] [Vice President - Controller] of ATI. 2. I have reviewed and am familiar with the contents of this Certificate. I am providing this Certificate solely in my capacity as an officer of ATI. The matters set forth herein are true to the best of my knowledge after due inquiry, but I express no personal opinion as to any conclusions of law or other legal matters. 3. I have reviewed the terms of the Credit Agreement and the principal Loan Documents. Such review did not disclose the existence of, and I have no knowledge of the existence, as of the date of this Certificate, of any condition or event which constitutes a Default or an Event of Default [, except as set forth below]. [Except as set forth below,] [A]ll of the representations and warranties of the Borrowers contained in the Credit Agreement and the other principal Loan Documents are correct and complete in all material respects as at the date of this certificate as if made as of the date hereof, except for those that speak as of a particular date. [Except as set forth below,] [T]he Borrowers are, as of , , 200 [most recent quarter-end] (the “Determination Date”) in compliance in all material respects with all of their respective covenants and agreements in the Credit Agreement and the other principal Loan Documents. No Illiquidity Period has arisen or been in effect since the last Compliance Certificate delivered to the Agent [, except as set forth below]. 4. Liquidity as of the Determination Date is as set forth below: (a) Cash held in Approved Deposit Accounts $ (b) Cash Equivalents reflected on most recently consolidated balance sheet of Parent $ (c) 4(a) plus 4(b) $ (d) 4(c) minus $37,500,000 $ *

Accounting for Acquisitions. With respect to any Acquisition consummated on or after the Closing Date and prior to the Facility Termination Date, the following shall apply: (a) With respect to the UTI Acquisition, for each of the four Four-Quarter Periods ending next following the date of the Acquisition, Consolidated EBITDA of the Borrower shall be deemed to refer to Adjusted Consolidated EBITDA for all purposes hereunder; (b) As to each Acquisition that is accounted for as a "purchase," for each of the four Four-Quarter Periods ending next following the date of such Acquisition, (i) Consolidated EBITDA and Consolidated Net Income Available for Fixed Charges shall include the results of operations of the Person or assets so acquired on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests," and which amounts may include such adjustments as are permitted under Regulation S-X of the Securities and Exchange Commission or and reasonably satisfactory to the Agent;Agent but (ii) for purposes of determining compliance with the provisions of SECTION 9.1(A), any increase in Consolidated Net Income resulting solely from such pro forma treatment of such "purchase" Acquisition shall be disregarded; and (cb) For each of the four Four-Quarter Periods ending next following the date of each Acquisition, Consolidated Fixed Charges shall include the results of operations of the Person or assets so acquired, which amounts shall be determined on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests;" provided, however, Consolidated Interest Expense shall be adjusted on a historical pro forma basis to (i) eliminate interest expense accrued during such period on any Indebtedness repaid in connection with such Acquisition and (ii) include interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such Acquisition ("Incremental Debt") calculated (x) as if all such Incremental Debt had been incurred as of the first day of such Four-Quarter Period and (y) at the following interest rates: (I) for all periods subsequent to the date of the Acquisition and for Incremental Debt assumed or acquired in the Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Debt, equal to the average daily rate of interest actually applicable to such Incremental Debt hereunder or under other financing documents applicable thereto as at the end of each affected Four-Quarter Period, as the case may be.

Accounting for Acquisitions. With respect to any Acquisition consummated on or after the Closing Date and prior to the Facility Termination DateDate in accordance with SECTION 10.2 hereof, the following shall apply: : (a) With respect to the UTI Acquisition, for each of the four Four-Quarter Periods ending next following the date of the Acquisition, Consolidated EBITDA of the Borrower shall be deemed to refer to Adjusted Consolidated EBITDA for all purposes hereunder; (b) As to each Acquisition that is accounted for as a "purchase," for each of the four Four-Quarter Periods ending next following the date of such Acquisition, (i) Consolidated EBITDA shall include the results of operations of the Person or assets so acquired on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests," and which amounts may include but (ii) for purposes of determining compliance with the provisions of SECTION 10.1(c), any increase in Consolidated Net Income resulting solely from such adjustments as are permitted under Regulation S-X pro forma treatment of the Securities and Exchange Commission or reasonably satisfactory to the Agent;such Acquisition shall be disregarded; and (cb) For each of the four Four-Quarter Periods ending next following the date of each Acquisition, Consolidated Fixed Charges Interest Expense and Consolidated Cash Interest Expense shall include the results of operations of the Person or assets so acquired, which amounts shall be determined on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests;" provided, however, Consolidated Interest Expense and Consolidated Cash Interest Expense shall be adjusted on a historical pro forma basis to (i) eliminate cash interest expense accrued during such period on any Indebtedness repaid in connection with such Acquisition and (ii) include cash interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such Acquisition ("Incremental Debt") calculated (x) as if all such Incremental Debt had been incurred as of the first day of such Four-Quarter Period and (y) at the following interest rates: (Ii) for all periods subsequent to the date of the Acquisition and for Incremental Debt assumed or acquired in the Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest applicable thereto, and (IIii) for all periods prior to the actual incurrence of such Incremental Debt, equal to the average daily rate of interest actually applicable to such Incremental Debt hereunder or under other financing documents applicable thereto as at the end of each affected Four-Quarter Period, as the case may be. S-34 <PAGE> 42 ARTICLE II THE CREDIT FACILITIES --------------------- 2.1.

Accounting for Acquisitions. With respect to any Acquisition consummated on or after the Closing Date and prior to the Facility Termination DateDate in accordance with SECTION 10.2 hereof, the following shall apply: (a) With respect to the UTI Acquisition, for each of the four Four-Quarter Periods ending next following the date of the Acquisition, Consolidated EBITDA of the Borrower shall be deemed to refer to Adjusted Consolidated EBITDA for all purposes hereunder; (b) As to each Acquisition that is accounted for as a "purchase," for each of the four Four-Quarter Periods ending next following the date of such Acquisition, (i) Consolidated EBITDA shall include the results of operations of the Person or assets so acquired on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests," and which amounts may include but (ii) for purposes of determining compliance with the provisions of SECTION 10.1(c), any increase in Consolidated Net Income resulting solely from such adjustments as are permitted under Regulation S-X pro forma treatment of the Securities and Exchange Commission or reasonably satisfactory to the Agent;such Acquisition shall be disregarded; and (cb) For each of the four Four-Quarter Periods ending next following the date of each Acquisition, Consolidated Fixed Charges Interest Expense and Consolidated Cash Interest Expense shall include the results of operations of the Person or assets so acquired, which amounts shall be determined on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests;" provided, however, Consolidated Interest Expense and Consolidated Cash Interest Expense shall be adjusted on a historical pro forma basis to (i) eliminate cash interest expense accrued during such period on any Indebtedness repaid in connection with such Acquisition and (ii) include cash interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such Acquisition ("Incremental Debt") calculated (x) as if all such Incremental Debt had been incurred as of the first day of such Four-Quarter Period and (y) at the following interest rates: (Ii) for all periods subsequent to the date of the Acquisition and for Incremental Debt assumed or acquired in the Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest applicable thereto, and (IIii) for all periods prior to the actual incurrence of such Incremental Debt, equal to the average daily rate of interest actually applicable to such Incremental Debt hereunder or under other financing documents applicable thereto as at the end of each affected Four-Quarter Period, as the case may be.

Accounting for Acquisitions. With respect to any Acquisition consummated on or after the Closing Date and prior to the Facility Termination Effective Date, the following shall apply: (a) With respect to the UTI Acquisition, for For each of the four Fourtwelve Twelve-Quarter Month Periods ending next following the date of the any Acquisition, Consolidated EBITDA of the Borrower shall be deemed to refer to Adjusted Consolidated EBITDA for all purposes hereunder; (b) As to each Acquisition that is accounted for as a "purchase," for each of the four Four-Quarter Periods ending next following the date of such Acquisition, Consolidated EBITDA shall include the results of operations of the Person or assets so acquired on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests," basis, and which amounts may include such adjustments as are permitted under Regulation S-X of the Securities SEC and Exchange Commission or reasonably satisfactory to the Agent;. (cb) For each of the four Fourtwelve Twelve-Quarter Month Periods ending next following the date of each Acquisition, Consolidated Fixed Charges shall include the results of operations of the Person or assets so acquired, which amounts shall be determined on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests;" basis; provided, however, Consolidated Interest Expense shall be adjusted on a historical pro forma basis to (i) eliminate interest expense accrued during such period on any Indebtedness Debt repaid in connection with such Acquisition and (ii) include interest expense on any Indebtedness Debt (including Indebtedness Debt hereunder) incurred, acquired or assumed in connection with such Acquisition ("“Incremental Debt"”) calculated (x) as if all such Incremental Debt had been incurred as of the first day of such FourTwelve-Quarter Month Period and (y) at the following interest rates: (I) for all periods subsequent to the date of the Acquisition and for Incremental Debt assumed or acquired in the Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Debt, equal to the average daily rate of interest actually applicable to such Incremental Debt hereunder or under other financing documents applicable thereto as at the end of each affected Four-Quarter Periodthereto, as the case may be.

Accounting for Acquisitions. With respect to any Acquisition consummated on or after the Closing Date and prior to the Facility Termination Date, the following shall apply: (a) With respect to the UTI Acquisition, for each of the four Four-Quarter Periods ending next following the date of the Acquisition, Consolidated EBITDA of the Borrower shall be deemed to refer to Adjusted Consolidated EBITDA for all purposes hereunder; (b) As to each Acquisition that is accounted for as a "purchase," for each of the four Four-Quarter Periods ending next following the date of such Acquisition, (i) Consolidated EBITDA EBITDAR shall include the results of operations of the Person or assets so acquired on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests," and which amounts may include such adjustments as are permitted under Regulation S-X of the Securities and Exchange Commission or and reasonably satisfactory to the Agent;Agent but (ii) for purposes of determining compliance with the provisions of Section 10.1(a), any increase in Consolidated Net Income resulting solely from such pro forma treatment of such Acquisition shall be disregarded; and (cb) For each of the four Four-Quarter Periods ending next following the date of each Acquisition, Consolidated Fixed Charges shall include the results of operations of the Person or assets so acquired, which amounts shall be determined on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests;" provided, however, Consolidated Interest Expense shall be adjusted on a historical pro forma basis to (i) eliminate interest expense accrued during such period on any Indebtedness repaid in connection with such Acquisition and (ii) include interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such Acquisition ("Incremental Debt") calculated (x) as if all such Incremental Debt had been incurred as of the first day of such Four-Quarter Period and (y) at the following interest rates: (I) for all periods subsequent to the date of the Acquisition and for Incremental Debt assumed or acquired in the Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Debt, equal to the average daily rate of interest actually applicable to such Incremental Debt hereunder or under other financing documents applicable thereto as at the end of each affected Four-Quarter Period, as the case may be.

Accounting for Acquisitions. With respect to any Acquisition consummated on or after the Closing Date and prior to the Facility Termination Date, the following shall apply: (a) With respect to the UTI Acquisition, for For each period of the four Four-Quarter Periods fiscal quarters ending next following the date of the Acquisition, Consolidated EBITDA of the Borrower shall be deemed to refer to Adjusted Consolidated EBITDA for all purposes hereunder; (b) As to each Acquisition that is accounted for as a "purchase," for each of the four Four-Quarter Periods ending next following the date of such any Acquisition, Consolidated EBITDA shall include the results of operations of the Person or assets so acquired on a historical pro forma basis as if to the extent information in sufficient detail concerning such Acquisition had been consummated as a "pooling historical results of interests," such Person or assets is reasonably available, and which amounts may shall include such only adjustments as are permitted under Regulation S-X of the Securities and Exchange Commission or reasonably satisfactory to the Agent;Administrative Agent and shall not include any increases to Consolidated EBITDA relative to synergies resulting from such Acquisition; and (cb) For each period of the four Four-Quarter Periods fiscal quarters ending next following the date of each Acquisition, Consolidated Fixed Interest Charges shall include the results of operations of the Person or assets so acquired, which amounts shall be acquired determined on a historical pro forma basis as if to the extent information in sufficient detail concerning such Acquisition had been consummated as a "pooling historical results of interests;" such Person or assets is reasonably available; provided, howeverthat, Consolidated Interest Expense Charges shall be adjusted on a historical pro forma basis to (i) eliminate interest expense accrued during such period on any Indebtedness repaid in connection with such Acquisition and (ii) include interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such Acquisition ("“Incremental Debt"”) calculated (x) as if all such Incremental Debt had been incurred as of the first day of such Four-Quarter Period four fiscal quarter period and (y) at the following interest rates: (I) for all periods subsequent to the date of the Acquisition and for Incremental Debt assumed or acquired in the Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Debt, equal to the average daily rate of interest actually applicable to such Incremental Debt hereunder or under other financing documents applicable thereto as at the end of each affected Four-Quarter Periodthereto, as the case may be.

Accounting for Acquisitions. With respect to any Acquisition consummated on or after the Closing Date and prior to the Facility Termination Dateso long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the following shall apply: (a) With respect to the UTI Acquisition, for each of the four Four-Quarter Periods ending next following the date of the Acquisition, Consolidated EBITDA of the Borrower shall be deemed to refer to Adjusted Consolidated EBITDA for all purposes hereunder; (b) As to each Acquisition that is accounted for as a "purchase," for For each of the four Four-Quarter Periods ending next following the date of such Acquisition, (i) Consolidated EBITDA EBITDAR shall include the results of operations of the Person or assets so acquired on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests," and which amounts may include such adjustments as are permitted under Regulation S-X of the Securities SEC and Exchange Commission or reasonably satisfactory to the Agent;Administrative Agent but (ii) for purposes of determining compliance with the provisions of Section 7.01 (a), any increase in Consolidated Net Income resulting solely from such pro forma treatment of such Acquisition shall be disregarded; and (cb) For each of the four Four-Quarter Periods ending next following the date of each Acquisition, Consolidated Fixed Charges shall include the results of operations of the Person or assets so acquired, which amounts shall be determined on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests;" basis, provided, however, Consolidated Interest Expense shall be adjusted on a historical pro forma basis to (i) eliminate interest expense accrued during such period on any Indebtedness repaid in connection with such Acquisition and (ii) include interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such Acquisition ("“Incremental Debt"”) calculated (x) as if all such Incremental Debt had been incurred as of the first day of such Four-Quarter Period and (y) at the following interest rates: (I) for all periods subsequent to the date of the Acquisition and for Incremental Debt assumed or acquired in the Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Debt, equal to the average daily rate of interest actually applicable to such Incremental Debt hereunder or under other financing documents applicable thereto as at the end of each affected Four-Quarter Period, as the case may be.

Accounting for Acquisitions. With respect to any Acquisition consummated on or after the Closing Date and prior to the Facility Termination Effective Date, the following shall apply: (a) With respect to the UTI Acquisition, for For each of the four Fourtwelve Twelve-Quarter Month Periods ending next following the date of the any Acquisition, Consolidated EBITDA of the Borrower shall be deemed to refer to Adjusted Consolidated EBITDA for all purposes hereunder; (b) As to each Acquisition that is accounted for as a "purchase," for each of the four Four-Quarter Periods ending next following the date of such Acquisition, Consolidated EBITDA shall include the results of operations of the Person or assets so acquired on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests," basis, and which amounts may include such adjustments as are permitted under Regulation S-X of the Securities SEC and Exchange Commission or reasonably satisfactory to the Agent;. (cb) For each of the four Fourtwelve Twelve-Quarter Month Periods ending next following the date of each Acquisition, Consolidated Fixed Charges shall include the results of operations of the Person or assets so acquired, which amounts shall be determined on a historical pro forma basis as if such Acquisition had been consummated as a "pooling of interests;" basis; provided, however, Consolidated Interest Expense shall be adjusted on a historical pro forma basis to (i) eliminate interest expense accrued during such period on any Indebtedness Debt repaid in connection with such Acquisition and (ii) include interest expense on any Indebtedness Debt (including Indebtedness Debt hereunder) incurred, acquired or assumed in connection with such Acquisition ("Incremental Debt") calculated (x) as if all such Incremental Debt had been incurred as of the first day of such FourTwelve-Quarter Month Period and (y) at the following interest rates: (I) for all periods subsequent to the date of the Acquisition and for Incremental Debt assumed or acquired in the Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Debt, equal to the average daily rate of interest actually applicable to such Incremental Debt hereunder or under other financing documents applicable thereto as at the end of each affected Four-Quarter Periodthereto, as the case may be. EXHIBIT A FORM OF COMPLIANCE CERTIFICATE This Certificate is delivered to you pursuant to Section 5.2(d) of the Second Amended and Restated Credit Agreement dated as of November 14, 2003 (as amended, supplemented or modified from time to time, (the "Credit Agreement"), among AnnTaylor, Inc. ("ATI"), ANNCO, Inc., AnnTaylor Distribution Services, Inc., AnnTaylor Retail, Inc. (collectively, the "Borrowers"), Bank of America, N.A. ("Bank of America"), as Administrative Agent for the Lenders (in such capacity, (the "Agent"), JPMorgan Chase Bank and Wachovia Bank, National Association, as Syndication Agents, Fleet Retail Group and The CIT Group/Business Credit, Inc., as Documentation Agents. Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings so defined. 1. I am the duly elected, qualified and acting [Senior Vice President - Chief Financial Officer] [Vice President - Controller] of ATI. 2. I have reviewed and am familiar with the contents of this Certificate. I am providing this Certificate solely in my capacity as an officer of ATI. The matters set forth herein are true to the best of my knowledge after due inquiry, but I express no personal opinion as to any conclusions of law or other legal matters. 3. I have reviewed the terms of the Credit Agreement and the principal Loan Documents. Such review did not disclose the existence of, and I have no knowledge of the existence, as of the date of this Certificate, of any condition or event which constitutes a Default or an Event of Default [, except as set forth below]. All of the representations and warranties of each Borrower contained in the Credit Agreement and the other principal Loan Documents are correct and complete in all material respects as at the date of this certificate as if made as of the date hereof, except for those that speak as of a particular date. Each Borrower and each Credit Party is, as of _____________, ___, 200__ [most recent quarter-end] (the "Determination Date") in compliance in all material respects with all of its respective covenants and agreements in the Credit Agreement and the other principal Loan Documents. No Illiquidity Period has arisen or been in effect since the last Compliance Certificate delivered to the Agent [, except as set forth below]. 4. Liquidity as of the Determination Date is as set forth below: (a) Cash held in Approved Deposit Accounts $___________ (b) Cash Equivalents reflected on most recently prepared balance sheet $___________ (c) 4(a) plus 4(b) $___________ (d) 4(c) minus $50,000,000* $___________ (e) Availability** $___________ ____________ Liquidity $___________ * But not less than zero ** (or Adjusted Availability, if applicable)