EX. 10(Q) - 364-DAY REVOLVING CREDIT AGREEMENT

Retailer Agreement

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CLAIBORNE LIZ INC | Fleet National Bank | Citibank, N.A. | Bank One, NA | JPMORGAN CHASE BANK | J.P. MORGAN SECURITIES, INC

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Title: EX. 10(Q) - 364-DAY REVOLVING CREDIT AGREEMENT
Governing Law: New York Date: 3/11/2004
Industry: APPARL Sector: CYCLIC

Search Retailer Agreement by:

Exhibit 10(q)

JP Morgan

================================================================================

364-DAY CREDIT AGREEMENT

dated as of

October 17, 2003

among

LIZ CLAIBORNE, INC.

The Lenders Party Hereto

Fleet National Bank and Citibank, N.A.,

as Syndication Agents

Bank One, NA,

as Documentation Agent

and

JPMORGAN CHASE BANK,

as Administrative Agent

$375,000,000 364-DAY REVOLVING CREDIT FACILITY

J.P. MORGAN SECURITIES, INC.,

as Sole Advisor, Lead Arranger

and Sole Bookrunner

================================================================================

<PAGE>

TABLE OF CONTENTS

Page

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ARTICLE I

Definitions

SECTION 1.01. Defined Terms....................................................1

SECTION 1.02. Terms Generally.................................................15

SECTION 1.03. Accounting Terms; GAAP..........................................16

ARTICLE II

The Credits

SECTION 2.01. Commitments.....................................................16

SECTION 2.02. Loans and Borrowings............................................16

SECTION 2.03. Requests for Borrowings.........................................17

SECTION 2.04. Funding of Borrowings...........................................18

SECTION 2.05. Interest Elections..............................................18

SECTION 2.06. Termination and Reduction of Commitments........................19

SECTION 2.07. Repayment of Loans; Evidence of Debt............................20

SECTION 2.08. Optional Prepayment of Loans....................................20

SECTION 2.09. Fees ...........................................................21

SECTION 2.10. Interest........................................................21

SECTION 2.11. Alternate Rate of Interest......................................22

SECTION 2.12. Increased Costs.................................................23

SECTION 2.13. Break Funding Payments..........................................24

SECTION 2.14. Taxes...........................................................24

SECTION 2.15. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.....25

SECTION 2.16. Mitigation Obligations; Replacement of Lenders..................26

SECTION 2.17. Source of Funds.................................................27

ARTICLE III

Representations and Warranties

SECTION 3.01. Organization; Powers............................................27

SECTION 3.02. Authorization; Enforceability...................................28

SECTION 3.03. Governmental Approvals; No Conflicts............................28

SECTION 3.04. Financial Condition; No Material Adverse Change.................28

SECTION 3.05. Properties; Liens...............................................28

SECTION 3.06. Litigation and Environmental Matters............................29

SECTION 3.07. Compliance with Laws and Agreements.............................29

SECTION 3.08. No Default......................................................29

SECTION 3.09. Investment and Holding Company Status...........................29

<PAGE>

Page

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SECTION 3.10. No Burdensome Restrictions......................................29

SECTION 3.11. Taxes...........................................................29

SECTION 3.12. Federal Regulations.............................................30

SECTION 3.13. Subsidiaries....................................................30

SECTION 3.14. ERISA...........................................................30

SECTION 3.15. Disclosure......................................................30

ARTICLE IV

Conditions

SECTION 4.01. Effective Date..................................................31

SECTION 4.02. Each Credit Event...............................................32

ARTICLE V

Affirmative Covenants

SECTION 5.01. Financial Statements............................................32

SECTION 5.02. Certificates; Other Information.................................33

SECTION 5.03. Notices of Material Events......................................33

SECTION 5.04. Existence; Conduct of Business..................................34

SECTION 5.05. Payment of Obligations..........................................34

SECTION 5.06. Maintenance of Properties and Trademarks; Insurance.............34

SECTION 5.07. Books and Records; Inspection Rights............................34

SECTION 5.08. Environmental Laws..............................................35

SECTION 5.09. Compliance......................................................35

SECTION 5.10. Additional Subsidiaries.........................................35

SECTION 5.11. Use of Proceeds.................................................35

ARTICLE VI

Negative Covenants

SECTION 6.01. Financial Covenants.............................................36

SECTION 6.02. Indebtedness....................................................36

SECTION 6.03. Liens...........................................................37

SECTION 6.04. Fundamental Changes.............................................38

SECTION 6.05. Investments, Loans, Advances, Guarantees and Acquisitions;

Hedging Agreements..............................................39

SECTION 6.06. Limitation on Sale of Assets....................................40

SECTION 6.07. Restricted Payments.............................................40

SECTION 6.08. Transactions with Affiliates....................................40

SECTION 6.09. Changes in Fiscal Periods.......................................41

SECTION 6.10. Lines of Business...............................................41

<PAGE>

Page

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ARTICLE VII

Events of Default

ARTICLE VIII

The Administrative Agent

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices.........................................................45

SECTION 9.02. Waivers; Amendments.............................................46

SECTION 9.03. Expenses; Indemnity; Damage Waiver..............................46

SECTION 9.04. Successors and Assigns..........................................47

SECTION 9.05. Survival........................................................51

SECTION 9.06. Counterparts; Integration; Effectiveness........................51

SECTION 9.07. Severability....................................................51

SECTION 9.08. Right of Setoff.................................................51

SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process......52

SECTION 9.10. WAIVER OF JURY TRIAL............................................52

SECTION 9.11. Headings........................................................52

SECTION 9.12. Confidentiality.................................................53

SCHEDULES:

Schedule 2.01 -- Commitments

Schedule 3.06 -- Disclosed Matters

Schedule 3.13 -- Subsidiaries

Schedule 6.02 -- Existing Indebtedness

Schedule 6.03 -- Existing Liens

Schedule 6.05(i) -- Existing Investments

Schedule 6.05(ii) -- Borrower's Investment Policy

EXHIBITS:

Exhibit A -- Form of Assignment and Acceptance

Exhibit B-1 -- Form of Opinion of Kramer Levin Naftalis & Frankel LLP

Exhibit B-2 -- Form of Opinion of Deputy General Counsel of the Borrower

Exhibit C -- Form of Subsidiary Guarantee

iii

<PAGE>

364-DAY CREDIT AGREEMENT dated as of October 17, 2003, among LIZ CLAIBORNE,

INC., the LENDERS party hereto, FLEET NATIONAL BANK and CITIBANK, N.A., as

Syndication Agents, BANK ONE, NA, as Documentation Agent and JPMORGAN CHASE

BANK, as Administrative Agent.

The parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms

have the meanings specified below:

"ABR", when used in reference to any Loan or Borrowing, refers to whether

such Loan, or the Loans comprising such Borrowing, are bearing interest at a

rate determined by reference to the Alternate Base Rate.

"Administrative Agent" means JPMorgan Chase Bank, in its capacity as

administrative agent for the Lenders hereunder.

"Administrative Questionnaire" means an Administrative Questionnaire in a

form supplied by the Administrative Agent.

"Affiliate" means, with respect to a specified Person, another Person that

directly, or indirectly through one or more intermediaries, Controls or is

Controlled by or is under common Control with the Person specified.

"Agreement" means this 364-Day Credit Agreement, as amended, supplemented

or otherwise modified from time to time in accordance with its terms.

"Alternate Base Rate" means, for any day, a rate per annum equal to the

greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in

effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on

such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change

in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate shall be

effective from and including the effective date of such change in the Prime

Rate, the Base CD Rate or the Federal Funds Effective Rate, as applicable.

"Applicable Percentage" means, with respect to any Lender, the percentage

of the total Commitments represented by such Lender's Commitment. If the

Commitments have terminated or expired, the Applicable Percentages shall be

determined based upon the Commitments most recently in effect, giving effect to

any assignments.

"Applicable Rate" means, for any day, with respect to any Eurocurrency

Revolving Loan or ABR Revolving Loan, as the case may be, or with respect to the

facility fees payable hereunder, the applicable rate per annum set forth below

under the caption

<PAGE>

"Eurocurrency Spread," "ABR Spread" or "Facility Fee Rate," based upon the

ratings by Moody's and S&P, respectively, applicable on such date to the Index

Debt:

<TABLE>

====================================================================================================================

Eurocurrency Facility Fee Utilization

Level Index Debt Rating Spread ABR Spread Rate Fee Rate

--------------------------------------------------------------------------------------------------------------------

I >= A-/A3 0.35% 0.00% 0.10% 0.125%

--------------------------------------------------------------------------------------------------------------------

II BBB+/Baa1 0.50% 0.00% 0.125% 0.125%

--------------------------------------------------------------------------------------------------------------------

III BBB/Baa2 0.60% 0.00% 0.15% 0.125%

--------------------------------------------------------------------------------------------------------------------

IV BBB-/Baa3 0.80% 0.00% 0.20% 0.25%

--------------------------------------------------------------------------------------------------------------------

V <= BB+/Ba1 1.075% 0.025% 0.25% 0.25%

====================================================================================================================

</TABLE>

For purposes of the foregoing, (i) if the ratings established or deemed to

have been established by Moody's and S&P for the Index Debt shall fall within

different Levels, the Applicable Rate shall be based on the higher of the two

ratings (i.e., the lower Level number) unless one of the two ratings is two or

more Levels lower than the other, in which case the Applicable Rate shall be

determined by reference to the Level next below that of the higher of the two

Levels; and (ii) if the ratings established or deemed to have been established

by Moody's and S&P for the Index Debt shall be changed (other than as a result

of a change in the rating system of Moody's or S&P), such change shall be

effective as of the date on which it is first announced by the applicable rating

agency. Each change in the Applicable Rate shall apply during the period

commencing on the effective date of such change and ending on the date

immediately preceding the effective date of the next such change. If the rating

system of Moody's or S&P shall change, or if either such rating agency shall

cease to be in the business of rating corporate debt obligations, the Borrower

and the Lenders shall negotiate in good faith to amend this definition to

reflect such changed rating system or the unavailability of ratings from such

rating agency and, pending the effectiveness of any such amendment, the

Applicable Rate shall be determined by reference to the rating most recently in

effect prior to such change or cessation. If, on any date, the Loans or the

"Dollar Equivalent" of the outstanding principal amount of the "Loans" and "L/C

Obligations" under the Three-Year Credit Agreement exceed 50% of the aggregate

amount of the Commitments or the "Commitments" under the Three-Year Credit

Agreement, as the case may be (or, during the period after the Commitments or

such "Commitments", as the case may be, have terminated, 50% of the aggregate

amount of the Commitments or such "Commitments", as the case may be, immediately

prior to such termination), the Eurocurrency Spread or ABR Spread, as the case

may be, for such date shall increase by the amount set forth in the above grid

under the caption "Utilization Fee Rate," based upon the ratings by Moody's and

S&P, respectively, applicable on such date to the Index Debt.

"Approved Fund" means (a) a CLO and (b) with respect to any Lender that is

a fund which invests in bank loans and similar extensions of credit, any other

fund that invests in bank loans and similar extensions of credit and is managed

by the same investment advisor as such Lender or by an Affiliate of such

investment advisor.

<PAGE>

"Assessment Rate" means, for any day, the annual assessment rate in effect

on such day that is payable by a member of the Bank Insurance Fund classified as

"well-capitalized" and within supervisory subgroup "B" (or a comparable

successor risk classification) within the meaning of 12 C.F.R. Part 327 (or any

successor provision) to the Federal Deposit Insurance Corporation for insurance

by such Corporation of time deposits made in dollars at the offices of such

member in the United States; provided that if, as a result of any change in any

law, rule or regulation, it is no longer possible to determine the Assessment

Rate as aforesaid, then the Assessment Rate shall be such annual rate as shall

be reasonably determined by the Administrative Agent to be representative of the

cost of such insurance to the Lenders.

"Assignment and Acceptance" means an assignment and acceptance entered into

by a Lender and an assignee (with the consent of any party whose consent is

required by Section 9.04), and accepted by the Administrative Agent, in the form

of Exhibit A or any other form approved by the Administrative Agent.

"Availability Period" means the period from and including the Effective

Date to but excluding the earlier of the Maturity Date and the date of

termination of the Commitments.

"Base CD Rate" means the sum of (a) the Three-Month Secondary CD Rate

multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

"Board" means the Board of Governors of the Federal Reserve System of the

United States of America.

"Borrower" means Liz Claiborne, Inc., a Delaware corporation.

"Borrowing" means Revolving Loans of the same Type, made, converted or

continued on the same date and, in the case of Eurocurrency Loans, as to which a

single Interest Period is in effect.

"Borrowing Request" means a request by the Borrower for a Borrowing in

accordance with Section 2.03.

"Business Day" means any day that is not a Saturday, Sunday or other day on

which commercial banks in New York City are authorized or required by law to

remain closed; provided that, when used in connection with a Eurocurrency Loan,

the term "Business Day" shall also exclude any day on which banks are not open

for dealings in dollar deposits in the London interbank market.

"Capital Lease Obligations" means the obligations of the Borrower and its

Subsidiaries to pay rent or other amounts under any lease of (or other

arrangement conveying the right to use) real or personal property, or a

combination thereof, which obligations are required to be classified and

accounted for as capital leases on a consolidated balance sheet of the Borrower

under GAAP, and the amount of such obligations shall be the capitalized amount

thereof determined in accordance with GAAP.

<PAGE>

"Change in Control" means (a) the acquisition of ownership, directly or

indirectly, beneficially or of record, by any Person or group (within the

meaning of Section 13(d) of the Securities Exchange Act of 1934 and the rules of

the Securities and Exchange Commission thereunder as in effect on the date

hereof) of shares representing more than 33 1/3% of the aggregate ordinary

voting power represented by the issued and outstanding capital stock of the

Borrower; or (b) occupation of a majority of the seats (other than vacant seats)

on the board of directors of the Borrower by Persons who were neither (i)

nominated by the board of directors of the Borrower nor (ii) appointed by

directors so nominated.

"Change in Law" means (a) the adoption of any law, rule or regulation after

the date of this Agreement, (b) any change in any law, rule or regulation or in

the interpretation or application thereof by any Governmental Authority after

the date of this Agreement or (c) compliance by any Lender (or, for purposes of

Section 2.12(b), by any lending office of such Lender or by such Lender's

holding company, if any) with any request, guideline or directive (whether or

not having the force of law) of any Governmental Authority made or issued after

the date of this Agreement.

"CLO" means any entity (whether a corporation, partnership, trust or

otherwise) that is engaged in making, purchasing, holding or otherwise investing

in bank loans and similar extensions of credit in the ordinary course of its

business and is administered or managed by a Lender or an Affiliate of such

Lender.

"Closing Date" means the date on which the conditions precedent set forth

in Section 4.01 shall have been satisfied, which date is October 17, 2003.

"Code" means the Internal Revenue Code of 1986, as amended from time to

time.

"Commitment" means, with respect to each Lender, the commitment of such

Lender to make Revolving Loans, expressed as an amount representing the maximum

aggregate amount of such Lender's Revolving Credit Exposure hereunder, as such

commitment may be (a) reduced from time to time pursuant to Section 2.06 and (b)

reduced or increased from time to time pursuant to assignments by or to such

Lender pursuant to Section 9.04. The initial amount of each Lender's Commitment

is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to

which such Lender shall have assumed its Commitment, as applicable. The

aggregate amount of the Commitments on the Closing Date is $375,000,000.

"Conduit Lender" means any special purpose corporation organized and

administered by any Lender for the purpose of making Loans hereunder otherwise

required to be made by such Lender and designated by such Lender in a written

instrument, subject to the consent of the Borrower (which, in each case, shall

not be unreasonably withheld or delayed); provided, that the designation by any

Lender of a Conduit Lender shall not relieve the designating Lender of any of

its obligations to fund a Loan under this Agreement if, for any reason, its

Conduit Lender fails to fund any such Loan, and the designating Lender (and not

the Conduit Lender) shall have the sole right and responsibility to deliver all

consents and waivers required or requested under this Agreement with respect to

its Conduit Lender; and provided further, that no Conduit Lender shall (a) be

entitled to receive any greater amount pursuant to Section 2.12, 2.13, 2.14 or

9.03 than the designating Lender would have been entitled to receive

<PAGE>

in respect of the extensions of credit made by such Conduit Lender or (b) be

deemed to have any Commitment hereunder.

"Consolidated EBITDA" means, for any period, Consolidated Net Income for

such period plus, without duplication and to the extent reflected as a charge in

the statement of such Consolidated Net Income for such period, the sum of (a)

income or franchise tax expense, (b) interest expense, both expensed and

capitalized, amortization or writeoff of debt discount and debt issuance costs

and commissions, discounts and other fees and charges associated with

Indebtedness (including the Loans), (c) depreciation and amortization expense,

(d) amortization of intangibles (including, but not limited to, goodwill) and

organization costs, (e) any extraordinary, unusual or non-recurring non-cash

expenses or losses (including, whether or not otherwise includable as a separate

item in the statement of such Consolidated Net Income for such period, non-cash

losses on sales of assets outside of the ordinary course of business), and (f)

any other non-cash charges, and minus, to the extent included in the statement

of such Consolidated Net Income for such period, the sum of (a) interest income,

(b) any extraordinary, unusual or non-recurring income or gains (including,

whether or not otherwise includable as a separate item in the statement of such

Consolidated Net Income for such period, gains on the sales of assets outside of

the ordinary course of business) and (c) any other non-cash income, all as

determined on a consolidated basis.

"Consolidated EBITDAR" means, with respect to any period, Consolidated

EBITDA for such period plus the Consolidated Rental Expense of the Borrower for

such period.

"Consolidated Interest Expense" means, for any period, (a) the total amount

of interest expense, both expensed and capitalized, of the Borrower and its

Subsidiaries determined on a consolidated basis, without duplication, in

accordance with GAAP for such period minus (b) the amount of interest income of

the Borrower and its Subsidiaries determined on a consolidated basis in

accordance with GAAP for such period

"Consolidated Net Income" means, for any period, the consolidated net

income (or loss) of a Borrower and its Subsidiaries, determined on a

consolidated basis in accordance with GAAP; provided that there shall be

excluded (a) the income (or deficit) of any Person accrued prior to the date it

becomes a Subsidiary of such Borrower or is merged into or consolidated with

such Borrower or any of its Subsidiaries, (b) the income (or deficit) of any

Person (other than a Subsidiary of such Borrower) in which such Borrower or any

of its Subsidiaries has an ownership interest, except to the extent that any

such income is actually received by such Borrower or such Subsidiary in the form

of dividends or similar distributions and (c) the undistributed earnings of any

Subsidiary of such Borrower to the extent that the declaration or payment of

dividends or similar distributions by such Subsidiary is not at the time

permitted by the terms of any Contractual Obligation (other than under the

Agreement) or Requirement of Law applicable to such Subsidiary.

"Consolidated Rental Expense" means, for any period, the aggregate amount

of fixed and contingent rentals payable by the Borrower and its Subsidiaries for

such period determined on a consolidated basis in accordance with GAAP with

respect to leases of real property minus the aggregate amount of rental income

(including licensee related income from licensees operating on the store

premises of the Borrower and its Subsidiaries) payable to the

<PAGE>

Borrower and its Subsidiaries for such period in accordance with GAAP with

respect to leases of real and personal property.

"Consolidated Total Debt" means, at any date, the aggregate principal

amount of the Indebtedness of the Borrower and its Subsidiaries at such date set

forth on the Borrower's consolidated balance sheet opposite the captions

"Current Portion of Long Term Borrowings," "Long Term Borrowings" and "Short

Term Borrowings," determined on a consolidated basis in accordance with GAAP.

"Contractual Obligation" means, as to any Person, any provision of any

security issued by such Person or of any agreement, instrument or other

undertaking to which such Person is a party or by which it or any of its

property is bound.

"Control" means the possession, directly or indirectly, of the power to

direct or cause the direction of the management or policies of a Person, whether

through the ability to exercise voting power, by contract or otherwise.

"Controlling" and "Controlled" have meanings correlative thereto.

"Default" means any event or condition which constitutes an Event of

Default or which upon notice, lapse of time or both would, unless cured or

waived, become an Event of Default.

"Disclosed Matters" means the actions, suits and proceedings and the

environmental matters disclosed in Schedule 3.06.

"dollars" or "$" refers to lawful money of the United States of America

unless otherwise specified.

"Documentation Agent" means Bank One, NA.

"Effective Date" means the date on which the conditions specified in

Section 4.01 are satisfied (or waived in accordance with Section 9.02).

"Environmental Laws" means all applicable laws, rules, regulations, codes,

ordinances, orders, decrees, judgments, injunctions, notices or binding

agreements issued, promulgated or entered into by any Governmental Authority,

which relate in any way to the environment, preservation or reclamation of

natural resources, the management, release or threatened release of any

Hazardous Material or to human health and safety matters.

"Environmental Liability" means any liability, contingent or otherwise

(including any liability for damages, costs of environmental remediation, fines,

penalties or indemnities), of the Borrower or any Subsidiary, directly or

indirectly, resulting from or based upon (a) violation of any Environmental Law,

(b) the generation, use, handling, transportation, storage, treatment or

disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,

(d) the release or threatened release of any Hazardous Materials into the

environment or (e) any contract or agreement pursuant to which liability is

incurred by the Borrower or any Subsidiary with respect to any of the foregoing.

<PAGE>

"ERISA" means the Employee Retirement Income Security Act of 1974, as

amended from time to time.

"ERISA Affiliate" means any trade or business (whether or not incorporated)

that, together with the Borrower, is treated as a single employer under Section

414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and

Section 412 of the Code, is treated as a single employer under Section 414 of

the Code.

"ERISA Event" means (a) any "reportable event", as defined in Section 4043

of ERISA or the regulations issued thereunder with respect to a Plan (other than

an event for which the 30-day notice period is waived); (b) the existence with

respect to any Plan of an "accumulated funding deficiency" (as defined in

Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the

filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an

application for a waiver of the minimum funding standard with respect to any

Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any

liability under Title IV of ERISA with respect to the termination of any Plan;

(e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan

administrator of any notice relating to an intention to terminate any Plan or

Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the

Borrower or any of its ERISA Affiliates of any liability with respect to the

withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the

receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by

any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,

concerning the imposition of Withdrawal Liability or a determination that a

Multiemployer Plan is, or is expected to be, insolvent or in reorganization,

within the meaning of Title IV of ERISA.

"Eurocurrency", when used in reference to any Loan or Borrowing, refers to

whether such Loan, or the Loans comprising such Borrowing, are bearing interest

at a rate determined by reference to the LIBO Rate.

"Event of Default" has the meaning assigned to such term in Article VII.

"Excluded Taxes" means, with respect to the Administrative Agent, any

Lender or any other recipient of any payment to be made by or on account of any

obligation of the Borrower hereunder, (a) income or franchise taxes imposed on

(or measured by) its net income by the United States of America, or by the

jurisdiction under the laws of which such recipient is organized or in which its

principal office is located or, in the case of any Lender, in which its

applicable lending office is located, (b) any branch profits taxes imposed by

the United States of America or any similar tax imposed by any other

jurisdiction in which the Borrower is located and (c) in the case of a Foreign

Lender (other than an assignee pursuant to a request by the Borrower under

Section 2.16(b)), any United States withholding tax that is imposed on amounts

payable to such Foreign Lender at the time such Foreign Lender becomes a party

to this Agreement or at the time such Lender changes its applicable lending

office or is attributable to such Foreign Lender's failure or inability to

comply with Section 2.14(e), except to the extent that such Foreign Lender's

assignor (if any) or such Foreign Lender, in the case of a Lender that changes

its applicable lending office, was entitled, at the time of assignment or at the

time of the change in applicable lending office, to receive additional amounts

from the Borrower with respect to such withholding tax pursuant to Section

2.14(a).

<PAGE>

"Extended Maturity Date" has the meaning set forth in Section 2.07.

"Federal Funds Effective Rate" means, for any day, the weighted average

(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on

overnight Federal funds transactions with members of the Federal Reserve System

arranged by Federal funds brokers, as published on the next succeeding Business

Day by the Federal Reserve Bank of New York, or, if such rate is not so

published for any day that is a Business Day, the average (rounded upwards, if

necessary, to the next 1/100 of 1%) of the quotations for such day for such

transactions received by the Administrative Agent from three Federal funds

brokers of recognized standing selected by it.

"Financial Officer" means the Senior Vice President - Chief Financial

Officer, chief financial officer, principal accounting officer, treasurer or

controller of the Borrower.

"Fixed Charge Coverage Ratio" means, as at the last day of any period,

Consolidated EBITDAR divided by the sum of Consolidated Interest Expense plus

Consolidated Rental Expense.

"Foreign Lender" means any Lender that is organized under the laws of a

jurisdiction other than that in which the Borrower is located. For purposes of

this definition, the United States of America, each State thereof and the

District of Columbia shall be deemed to constitute a single jurisdiction.

"GAAP" means generally accepted accounting principles in the United States

of America.

"Governmental Authority" means the government of the United States of

America, any other nation or any political subdivision thereof, whether state or

local, and any agency, authority, instrumentality, regulatory body, court,

central bank or other entity exercising executive, legislative, judicial,

taxing, regulatory or administrative powers or functions of or pertaining to

government.

"Guarantee" of or by any Person (the "guarantor") means any obligation,

contingent or otherwise, of the guarantor guaranteeing or having the economic

effect of guaranteeing any Indebtedness or other obligation of any other Person

(the "primary obligor") in any manner, whether directly or indirectly, and

including any obligation of the guarantor, direct or indirect, (a) to purchase

or pay (or advance or supply funds for the purchase or payment of) such

Indebtedness or other obligation or to purchase (or to advance or supply funds

for the purchase of) any security for the payment thereof, (b) to purchase or

lease property, securities or services for the purpose of assuring the owner of

such Indebtedness or other obligation of the payment thereof, (c) to maintain

working capital, equity capital or any other financial statement condition or

liquidity of the primary obligor so as to enable the primary obligor to pay such

Indebtedness or other obligation or (d) as an account party in respect of any

letter of credit or letter of guaranty issued to support such Indebtedness or

obligation; provided, that the term Guarantee shall not include endorsements for

collection or deposit in the ordinary course of business.

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"Hazardous Materials" means all radioactive substances or wastes and all

hazardous or toxic substances, wastes or other pollutants, including petroleum,

asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas,

and all other substances or wastes regulated under any Environmental Law.

"Hedging Agreement" means any interest rate protection agreement, foreign

currency exchange agreement, commodity price protection agreement or other

interest or currency exchange rate or commodity price hedging arrangement.

"Indebtedness" of any Person means, without duplication, (a) all

obligations of such Person for borrowed money, (b) all obligations of such

Person evidenced by bonds, debentures, notes or similar instruments, (c) all

obligations of such Person under conditional sale or other title retention

agreements relating to property acquired by such Person, (d) all obligations of

such Person in respect of the deferred purchase price of property or services

(excluding accounts payable incurred in the ordinary course of business), (e)

all Indebtedness of others secured by (or for which the holder of such

Indebtedness has an existing right, contingent or otherwise, to be secured by)

any Lien on property owned or acquired by such Person, whether or not the

Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person

of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h)

all obligations, contingent or otherwise, of such Person as an account party in

respect of letters of credit and letters of guaranty and (i) all obligations,

contingent or otherwise, of such Person in respect of bankers' acceptances. The

Indebtedness of any Person shall include, without duplication, the Indebtedness

of any other entity (including any partnership in which such Person is a general

partner) to the extent such Person is liable therefor as a result of such

Person's ownership interest in or other relationship with such entity, except to

the extent the terms of such Indebtedness provide that such Person is not liable

therefor.

"Indemnified Taxes" means Taxes other than Excluded Taxes.

"Index Debt" means senior, unsecured, long-term indebtedness for borrowed

money of the Borrower that is not guaranteed by any other Person or subject to

any other credit enhancement.

"Interest Election Request" means a request by the Borrower to convert or

continue a Borrowing in accordance with Section 2.05.

"Interest Payment Date" means (a) with respect to any ABR Loan, the last

day of each March, June, September and December, and (b) with respect to any

Eurocurrency Loan, the last day of the Interest Period applicable to the

Borrowing of which such Loan is a part and, in the case of a Eurocurrency

Borrowing with an Interest Period of more than three months' duration, each day

prior to the last day of such Interest Period that occurs at intervals of three

months' duration after the first day of such Interest Period.

"Interest Period" means with respect to any Eurocurrency Loan, the period

commencing on the date of such Loan and ending on the numerically corresponding

day in the calendar month that is one, two, three or six months (or to the

extent available to all Lenders, nine or twelve months) thereafter, as the

Borrower may elect; provided, that (i) if any Interest

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Period would end on a day other than a Business Day, such Interest Period shall

be extended to the next succeeding Business Day unless such next succeeding

Business Day would fall in the next calendar month, in which case such Interest

Period shall end on the next preceding Business Day and (ii) any Interest Period

pertaining to a Eurocurrency Loan that commences on the last Business Day of a

calendar month (or on a day for which there is no numerically corresponding day

in the last calendar month of such Interest Period) shall end on the last

Business Day of the last calendar month of such Interest Period. For purposes

hereof, the date of a Borrowing initially shall be the date on which such

Borrowing is made or if initially an ABR Loan, on the date initially converted

and, in the case of a Eurocurrency Loan, thereafter shall be the effective date

of the most recent conversion or continuation of such Borrowing.

"Lender Affiliate" means, (a) with respect to any Lender, (i) an Affiliate

of such Lender or (ii) an Approved Fund.

"Lenders" means the Persons listed on Schedule 2.01 and any other Person

that shall have become a party hereto pursuant to an Assignment and Acceptance,

other than any such Person that ceases to be a party hereto pursuant to an

Assignment and Acceptance.

"Leverage Ratio" means, as at the last day of any period, the ratio of (a)

Consolidated Total Debt on such day to (b) Consolidated EBITDA for such period.

"LIBO Rate" means, with respect to any Eurocurrency Borrowing for any

Interest Period, the rate appearing on Page 3750 of the Telerate screen (or on

any successor or substitute page of such Page, or any successor to or substitute

for such Page, providing rate quotations comparable to those currently provided

on such page of such Page, as determined by the Administrative Agent from time

to time for purposes of providing quotations of interest rates applicable to

deposits in the relevant currency in the London interbank market) at

approximately 11:00 a.m., London time, two Business Days prior to the

commencement of such Interest Period, as the rate for dollar deposits with a

maturity comparable to such Interest Period. In the event that such rate is not

available at such time for any reason, then the "LIBO Rate" with respect to such

Eurocurrency Borrowing for such Interest Period shall be the rate at which

deposits in the relevant currency of $5,000,000 and for a maturity comparable to

such Interest Period are offered to the principal London office of the

Administrative Agent in immediately available funds in the London interbank

market at approximately 11:00 a.m., London time, two Business Days prior to the

commencement of such Interest Period.

"Lien" means, with respect to any asset, (a) any mortgage, deed of trust,

lien, pledge, hypothecation, encumbrance, charge or security interest in, on or

of such asset, (b) the interest of a vendor or a lessor under any conditional

sale agreement, capital lease or title retention agreement (or any financing

lease having substantially the same economic effect as any of the foregoing)

relating to such asset and (c) in the case of securities, any purchase option,

call or similar right of a third party with respect to such securities.

"Loan Documents" means this Agreement, the Subsidiary Guarantee and any

Notes.

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"Loan Parties" means the Borrower and each Subsidiary that is a party to a

Loan Document.

"Loans" means the loans made by the Lenders to the Borrower pursuant to

this Agreement.

"Material Adverse Effect" means a material adverse effect on (a) the

business, assets, operations or condition, financial or otherwise, of the

Borrower and the Subsidiaries taken as a whole, (b) the ability of the Borrower

to perform any of its obligations under this Agreement or (c) the rights of or

benefits available to the Lenders under this Agreement and the Subsidiary

Guarantee.

"Material Indebtedness" means Indebtedness (other than the Loans), or

obligations in respect of one or more Hedging Agreements, of any one or more of

the Borrower and its Subsidiaries in an aggregate principal amount exceeding

$50,000,000. For purposes of determining Material Indebtedness, the "principal

amount" of the obligations of the Borrower or any Subsidiary in respect of any

Hedging Agreement at any time shall be the maximum aggregate amount (giving

effect to any netting agreements) that the Borrower or such Subsidiary would be

required to pay if such Hedging Agreement were terminated at such time.

"Maturity Date" means October 15, 2004.

"Moody's" means Moody's Investors Service, Inc.

"Multiemployer Plan" means a multiemployer plan as defined in Section

4001(a)(3) of ERISA.

"Note" has the meaning set forth in Section 2.07(e).

"Other Taxes" means any and all present or future stamp or documentary

taxes or any other excise or property taxes, charges or similar levies arising

from any payment made hereunder or from the execution, delivery or enforcement

of, or otherwise with respect to, this Agreement.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and

defined in ERISA and any successor entity performing similar functions.

"Permitted Acquisition" means any acquisition by the Borrower or any

Subsidiary of any of the assets of, or capital stock in, a Person or of a

division or line of business of a Person if, immediately after giving effect

thereto, (a) no Default has occurred and is continuing or would result

therefrom, (b) the principal business of any such acquired Person, division or

line of business shall be a Permitted Line of Business, (c) all actions required

to be taken under Section 5.10 with respect to any Subsidiary acquired or newly

formed in connection with such acquisition have been taken, (d) the Borrower and

its Subsidiaries are in compliance, on a pro forma basis after giving effect to

such acquisition, with the covenants contained in Section 6.01 recomputed as at

the last day of the most recently ended fiscal quarter of the Borrower for which

financial statements are available, as if such acquisition had occurred on the

first day of each relevant period for testing such compliance and (e) the

Borrower has delivered to the

<PAGE>

Administrative Agent an officers' certificate to the effect set forth in clauses

(a), (b), (c) and (d) above, together with all relevant financial information

for the Person or assets to be acquired and reasonably detailed calculations

demonstrating satisfaction of the requirement set forth in clause (d) above.

"Permitted Encumbrances" means:

(a) Liens imposed by law for taxes that are not yet due or are being

contested in compliance with Section 5.05;

(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's

and other like Liens imposed by law, arising in the ordinary course of

business and securing obligations that are not overdue by more than 30 days

or are being contested in compliance with Section 5.05;

compliance with workers' compensation, unemployment insurance and other

social security laws or regulations;

(d) Liens granted and deposits made to secure the performance of bids,

trade contracts, leases, statutory obligations, surety and appeal bonds,

performance bonds and other obligations of a like nature, in each case in

the ordinary course of business; and

(e) easements, zoning restrictions, rights-of-way and similar

encumbrances on real property imposed by law or arising in the ordinary

course of business that do not secure any monetary obligations and do not

materially detract from the value of the affected property or interfere

with the ordinary conduct of business of the Borrower or any Subsidiary;

provided that the term "Permitted Encumbrances" shall not include any Lien

securing Indebtedness.

"Permitted Lines of Business" means (a) the business of the Borrower as

conducted on the Effective Date, (b) any wholesale, retail or other distribution

of products (including catalogue and internet) or services under any Trademark

or any derivative thereof, (c) any similar business and any business which

provides a service and/or supplies products in connection with any business

described in clause (a) or (b) above or (d) any reasonable modification or

extension thereof.

"Person" means any natural person, corporation, limited liability company,

trust, joint venture, association, company, partnership, Governmental Authority

or other entity.

"Plan" means any employee pension benefit plan (other than a Multiemployer

Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code

or Section 302 of ERISA, and in respect of which the Borrower or any ERISA

Affiliate is (or, if such plan were terminated, would under Section 4069 of

ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

<PAGE>

"Prime Rate" means the rate of interest per annum publicly announced from

time to time by the Administrative Agent as its prime rate in effect at its

principal office in New York

City; each change in the Prime Rate shall be effective from and including the

date such change is publicly announced as being effective.

"Register" has the meaning set forth in Section 9.04(c).

"Regulation U" means Regulation U of the Board as in effect from time to

time.

"Related Parties" means, with respect to any specified Person, such

Person's Affiliates and the respective directors, officers, employees, agents

and advisors of such Person and such Person's Affiliates.

"Required Lenders" means, at any time, Lenders having Revolving Credit

Exposures and unused Commitments representing more than 50% of the sum of the

total Revolving Credit Exposures and unused Commitments at such time.

"Requirement of Law" means, as to any Person, the Certificate of

Incorporation and By-Laws or other organizational or governing documents of such

Person, and any law, treaty, rule or regulation or determination of an

arbitrator or a court or other Governmental Authority, in each case applicable

to or binding upon such Person or any of its property or to which such Person or

any of its property is subject.

"Responsible Officer" means the chief executive officer, president, any

vice president or Financial Officer of the Borrower, but in any event, with

respect to financial matters, a Financial Officer of the Borrower.

"Restricted Payment" means any dividend or other distribution (whether in

cash, securities or other property) with respect to any shares of any class of

capital stock of the Borrower or any Subsidiary, or any payment (whether in

cash, securities or other property), including any sinking fund or similar

deposit, on account of the purchase, redemption, retirement, acquisition,

cancellation or termination of any such shares of capital stock of the Borrower

or any option, warrant or other right to acquire any such shares of capital

stock of the Borrower.

"Revolving Credit Exposure" means, with respect to any Lender at any time,

the sum of the outstanding principal amount of such Lender's Revolving Loans at

such time.

"Revolving Loan" means a Loan made pursuant to Section 2.01.

"S&P" means Standard & Poor's Ratings Services, a division of the McGraw

Hill Companies, Inc.

"Statutory Reserve Rate" means a fraction (expressed as a decimal), the

numerator of which is the number one and the denominator of which is the number

one minus the aggregate of the maximum reserve percentages (including any

marginal, special, emergency or supplemental reserves) expressed as a decimal

established by the Board to which the Administrative Agent is subject (a) with

respect to the Base CD Rate, for new negotiable

<PAGE>

nonpersonal time deposits in dollars of over $100,000 with maturities

approximately equal to three months and (b) with respect to the LIBO Rate, for

eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in

Regulation D of the Board). The Statutory Reserve Rate shall be adjusted

automatically on and as of the effective date of any change in any reserve

percentage.

"Subordinated Indebtedness" means any Indebtedness of the Borrower,

provided that with respect to any such Indebtedness (i) no part of the principal

of such Indebtedness is stated to be payable or is required to be paid (whether

by way of mandatory sinking fund, mandatory redemption, mandatory prepayment or

otherwise) prior to the Maturity Date or, if such Maturity Date is extended

pursuant to Section 2.07, the Extended Maturity Date and the payment of

principal of which and (subject to clause (ii) below) any other obligations of

the Borrower in respect thereof are subordinated to the prior payment in full of

principal of and interest (including post-petition interest) on the Loans and

all other obligations and liabilities of the Borrower to the Administrative

Agent and the Lenders hereunder on terms and conditions first approved in

writing by the Required Lenders, (ii) no part of the interest accruing on such

Indebtedness (other than interest payable solely in kind which shall be

similarly subordinated) is payable, without the prior written consent of the

Required Lenders, after a Default or Event of Default has occurred and is

continuing, and (iii) such Indebtedness otherwise contains terms, covenants and

conditions in form and substance reasonably satisfactory to the Required

Lenders, as evidenced by their prior written approval thereof.

"subsidiary" means, with respect to any Person (the "parent") at any date,

any corporation, limited liability company, partnership, association or other

entity the accounts of which would be consolidated with those of the parent in

the parent's consolidated financial statements if such financial statements were

prepared in accordance with GAAP as of such date, as well as any other

corporation, limited liability company, partnership, association or other entity

(a) of which securities or other ownership interests representing more than 50%

of the equity or more than 50% of the ordinary voting power or, in the case of a

partnership, more than 50% of the general partnership interests are, as of such

date, owned, controlled or held, or (b) that is, as of such date, otherwise

Controlled, by the parent or one or more subsidiaries of the parent or by the

parent and one or more subsidiaries of the parent.

"Subsidiary" means any wholly-owned subsidiary of the Borrower and any

other subsidiary of the Borrower that the Borrower and the Administrative Agent

agree in writing to designate as a "Subsidiary", it being understood that the

Borrower and the Administrative Agent have agreed to designate each of the

entities set forth on Schedule 3.13 as a Subsidiary.

"Subsidiary Guarantee" means the Subsidiary Guarantee, substantially in the

form of Exhibit C, among the Subsidiary Guarantors signatories thereto and the

Administrative Agent, for the benefit of the Lenders.

"Subsidiary Guarantor" means each Subsidiary indicated on Schedule 3.13 as

being a "Subsidiary Guarantor", together with each other Subsidiary that becomes

a party to the Subsidiary Guarantee in compliance with Section 5.10.

"Syndication Agents" means Fleet National Bank and Citibank, N.A.

<PAGE>

"Taxes" means any and all present or future taxes, levies, imposts, duties,

deductions, charges or withholdings imposed by any Governmental Authority.

"Term-Out Applicable Rate" means the Applicable Rate plus 0.25%.

"Term-Out Period" means the period from but excluding the Maturity Date to

and including the Extended Maturity Date.

"Three-Month Secondary CD Rate" means, for any day, the secondary market

rate for three-month certificates of deposit reported as being in effect on such

day (or, if such day is not a Business Day, the next preceding Business Day) by

the Board through the public information telephone line of the Federal Reserve

Bank of New York (which rate will, under the current practices of the Board, be

published in Federal Reserve Statistical Release H.15(519) during the week

following such day) or, if such rate is not so reported on such day or such next

preceding Business Day, the average of the secondary market quotations for

three-month certificates of deposit of major money center banks in New York City

received at approximately 10:00 a.m., New York City time, on such day (or, if

such day is not a Business Day, on the next preceding Business Day) by the

Administrative Agent from three negotiable certificate of deposit dealers of

recognized standing selected by it.

"Three-Year Credit Agreement" means the Three-Year Credit Agreement dated

as of October 21, 2002, (as amended, supplemented or otherwise modified from

time to time in accordance with its terms) among the Borrower, the financial

institutions party thereto, Fleet National Bank and Citibank, N.A., as

syndication agents, Bank One, NA, as documentation agent and the Administrative

Agent, providing for a three-year credit facility in an initial aggregate amount

of $375,000,000.

"Trademarks" has the meaning set forth in Section 5.06.

"Transactions" means the execution, delivery and performance by the

Borrower of this Agreement and by the Subsidiary Guarantors of the Subsidiary

Guarantee, the borrowing of Loans and the use of the proceeds thereof.

"Type", when used in reference to any Loan or Borrowing, refers to whether

the rate of interest on such Loan, or on the Loans comprising such Borrowing, is

determined by reference to the LIBO Rate or the Alternate Base Rate.

"Withdrawal Liability" means liability to a Multiemployer Plan as a result

of a complete or partial withdrawal from such Multiemployer Plan, as such terms

are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Terms Generally. The definitions of terms herein shall apply

equally to the singular and plural forms of the terms defined. Whenever the

context may require, any pronoun shall include the corresponding masculine,

feminine and neuter forms. The words "include," "includes" and "including" shall

be deemed to be followed by the phrase "without limitation." The word "will"

shall be construed to have the same meaning and effect as the word "shall."

Unless the context requires otherwise (a) any definition of or reference to any

agreement, instrument or other document herein shall be construed as referring

to such

<PAGE>

agreement, instrument or other document as from time to time amended,

supplemented or otherwise modified (subject to any restrictions on such

amendments, supplements or modifications set forth herein), (b) any reference

herein to any Person shall be construed to include such Person's successors and

assigns, (c) the words "herein," "hereof" and "hereunder," and words of similar

import, shall be construed to refer to this Agreement in its entirety and not to

any particular provision hereof, (d) all references herein to Articles,

Sections, Exhibits and Schedules shall be construed to refer to Articles and

Sections of, and Exhibits and Schedules to, this Agreement and (e) the words

"asset" and "property" shall be construed to have the same meaning and effect

and to refer to any and all tangible and intangible assets and properties,

including cash, securities, accounts and contract rights.

SECTION 1.03. Accounting Terms; GAAP. Except as otherwise expressly

provided herein, all terms of an accounting or financial nature shall be

construed in accordance with GAAP, as in effect from time to time; provided

that, if the Borrower notifies the Administrative Agent that the Borrower

requests an amendment to any provision hereof to eliminate the effect of any

change occurring after the date hereof in GAAP or in the application thereof on

the operation of such provision (or if the Administrative Agent notifies the

Borrower that the Required Lenders request an amendment to any provision hereof

for such purpose), regardless of whether any such notice is given before or

after such change in GAAP or in the application thereof, then such provision

shall be interpreted on the basis of GAAP as in effect and applied immediately

before such change shall have become effective until such notice shall have been

withdrawn or such provision amended in accordance herewith.

ARTICLE II

The Credits

SECTION 2.01. Commitments. Subject to the terms and conditions set forth

herein, each Lender agrees to make revolving credit loans in dollars ("Revolving

Loans") to the Borrower from time to time during the Availability Period in an

aggregate principal amount that will not result in (i) such Lender's Revolving

Credit Exposure exceeding such Lender's Commitment or (ii) the sum