Letter of Negative Pledge

EXHIBIT C


LETTER OF NEGATIVE PLEDGE


The Hongkong and Shanghai Banking Corporation Limited


140 Broadway


New York, NY 10005-1196


Re: Amended and Restated Credit

Agreement dated as of September 20,

1996 with ANNTAYLOR GLOBAL

SOURCING, INC. (formerly known as

CAT US, Inc.) (the "Company") up to
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an aggregate amount of $40,000,000
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(the "Credit Agreement")
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Dear Sir/Madam:


In consideration of your agreeing to grant, continue and/or


further extend credit facilities and other financial


accommodation to the Company, the Company hereby irrevocably and


unconditionally covenants and undertakes with you as follows:


1. The Company shall not:


a. Create or attempt to create, assume or permit to

subsist any mortgage, security interest, charge,

pledge, lien, or other encumbrance upon, or permit any

lien, security interest or other encumbrance (except

for statutory or constitutional liens arising in the

ordinary course of business with respect to any

obligation or indebtedness which is not yet due and

payable) to arise on or affect, the whole or any part

of its respective undertaking, property, asset ...