Contract
Exhibit 99.2
NINTH AMENDMENT (this “Ninth Amendment”) dated as of January 27, 2006, to the REVOLVING CREDIT
AGREEMENT, dated as of January 25, 1994 (as amended and modified prior to the date hereof, the
“Credit Agreement”) between THE TALBOTS, INC. (the
“Borrower”) and SUMITOMO MITSUI BANKING
CORPORATION (as successor to The Sakura Bank, Limited, New York Branch) (the “Bank”).
WITNESSETH:
WHEREAS,
pursuant to Section 14(j)(i) of the Credit Agreement, the Borrower has requested that
the Bank extend the Revolving Credit Period for one year, so that such period would expire on
January 25, 2008;
WHEREAS, the Bank is willing to grant such extension, conditioned on the Borrower’s agreement
to amend the Credit Agreement provided herein;
NOW,
THEREFORE, in consideration of the premises, covenants and agreements contained herein,
the parties hereto hereby agree as follows:
ARTICLE 1
DEFINITIONS
DEFINITIONS
Unless
otherwise indicated, capitalized terms used herein and defined in the Credit Agreement shall
have the respective meanings ascribed thereto in the Credit Agreement.
ARTICLE II
EXTENSION OF REVOLVING CREDIT PERIOD
EXTENSION OF REVOLVING CREDIT PERIOD
The Bank hereby notifies the Borrower of its acceptance of the Borrower’s request to extend
the expiration date of the Revolving Credit Period to January 25, 2008. In accordance with Section
14(j)(iii) of the Credit Agreement, the Revolving Credit Period is extended to such date.
ARTICLE III
MISCELLANEOUS
MISCELLANEOUS
3.01. Effectiveness. Conditioned on the truth and accuracy of the representations made in
Section 3.02 hereof, this Ninth Agreement shall become effective as of the date hereof when the
Bank shall have received a copy of this Ninth Amendment executed by the parties hereto.
3.02. Representations. The Borrower reaffirms the representations and warranties in the
Agreement as made as of the date hereof and confirms that both before and after giving effect to
this Ninth Amendment there is and will be no Event of Default under the Agreement. The Borrower
makes the representations and warranties in the Agreement with
respect to its execution and delivery
as to the execution and delivery of this Ninth Amendment.
3.03.
Expenses. The Borrower agrees to pay on demand all out-of-pocket costs and expenses
incurred by the Bank in connection with the administration, modification and amendment of the
Agreement, as amended by this Ninth Amendment, including, without limitation, the reasonable fees
and out-of-pocket expenses of counsel to the Bank with respect thereto and with respect to
advising the Bank as to its rights and responsibilities thereunder, and all costs and expenses, if
any (including, without limitation, reasonable counsel fees and expenses), in connection with the
enforcement thereof (whether through negotiations, legal proceedings or otherwise).
3.04.
Ratification. The Credit Agreement shall remain in full force and effect in its
original form when this Ninth Amendment shall become effective except as the Credit Agreement is
specifically amended by the terms of this Ninth Amendment.
3.05. Cross-references. Any reference to the Credit Agreement made in the Credit
Agreement or any related document by either party hereto shall henceforth be to the Credit
Agreement as amended by this Ninth Amendment.
3.06. Execution in Counterparts. This Ninth Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken
together shall constitute one and
the same agreement.
3.07. Titles and Headings. The titles and headings of sections of this Ninth Amendment
are intended for convenience only and shall not in any way affect the meaning or construction of
any provisions of this Ninth Amendment.
3.08. Governing Law. This Ninth Amendment shall be considered an agreement under the
laws in effect in the State of New York and for all purposes shall be construed in accordance with
such laws without giving effect to the conflict of laws provisions contained therein.
IN WITNESS WHEREOF, the parties hereto have caused this Ninth Amendment to be executed by
their respective officers thereunto duly authorized, as of the date first above written.
THE TALBOTS, INC. |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Senior Vice President, Finance Chief Financial Officer and Treasurer |
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SUMITOMO MITSUI BANKING CORPORATION |
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By: | /s/ Xxxxxxxx Xxxxx | |||
Name: | Xxxxxxxx Xxxxx | |||
Title: | Senior Vice President | |||
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