EX-99.2
EIGHTH AMENDMENT (this "Eighth Amendment"), dated as of January 28,
2005, 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 26, 2007;
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 I
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
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
26, 2007. In accordance with Section 14(j)(iii) of the Credit Agreement, the
Revolving Credit Period is extended to such date.
ARTICLE III
MISCELLANEOUS
3.01. Effectiveness. Conditioned on the truth and accuracy of the
representations made in Section 3.02 hereof, this Eighth Amendment shall become
effective as of the date hereof when the Bank shall have received a copy of
this Eighth 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 Eighth 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 Eighth 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 Eighth
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 Eighth Amendment shall become effective except as
the Credit Agreement is specifically amended by the terms of this Eighth
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 Eighth Amendment.
3.06. Execution in Counterparts. This Eighth 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 Eighth
Amendment are intended for convenience only and shall not in any way affect the
meaning or construction of any provisions of this Eighth Amendment.
3.08. Governing Law. This Eighth 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 Eighth Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
THE TALBOTS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President, Finance
Chief Financial Officer and Treasurer
SUMITOMO MITSUI BANKING CORPORATION
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
Senior Vice President
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