Exhibit 99.2
AMENDMENT No. 2 to
REVOLVING CREDIT AGREEMENT
Amendment No. 2, dated as of April 17, 2005 (the "Amendment"), to the
Revolving Credit Agreement dated as of April 17, 2003, as amended, supplemented,
restated or otherwise modified prior to the date hereof (the "Agreement"),
between THE TALBOTS, INC. (the "Borrower") and MIZUHO CORPORATE BANK, LTD. (the
"Lender").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower has requested, and the Lender is willing, to
amend the Agreement as set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1) Defined Terms. Unless otherwise defined, all capitalized terms used
herein shall have the meanings provided in the Agreement.
2) Amendments. As of the Effective Date (as hereafter defined) the
Agreement shall be amended as follows:
(a) The date "April 17, 2006" set forth in the definition of the term
"Maturity Date" shall be replaced with the date "April 17, 2007".
(b) The date "April 17, 2006" set forth in the definition of the term
"Revolving Credit Termination Date" shall be replaced with the date
"April 17, 2007".
3) Representations and Warranties; No Default, etc. (a) The Borrower
hereby (i) reaffirms the representations and warranties made by it in the
Agreement on and as of the date hereof except that the amendments set forth
herein shall be assumed to be in effect and all references in the
representations and warranties of the Agreement to this "Agreement" or words of
like import intended to refer to the Agreement shall be read, for the purposes
hereof, to refer to both this Amendment and the Agreement as amended hereby,
(ii) represents and warrants to the Lender that no Default or Event of Default
has occurred and is continuing and (iii) agrees that all references in the
Agreement, the Note and each of the other Loan Documents to "this Agreement",
"the Agreement", "the Note" and words of like import intended to refer to the
Agreement shall be deemed to be references to the Agreement as amended hereby.
(b) The Borrower hereby represents and warrants to the Lender as
follows:
(i) the execution, delivery and performance of each of this
Amendment and the Agreement as amended hereby are within its
corporate powers, have been duly authorized by all necessary
corporate and shareholder action and do not and will not
constitute a violation of, a default under or conflict with its
organizational documents, any applicable statute, law or
regulation or any contractual provision to which it is subject;
(ii) it has obtained all necessary consents and approvals to execute,
deliver and perform each of this Amendment and the Agreement as
amended hereby; and
(iii) each of this Amendment and the Agreement as amended hereby are
the legal, valid and binding obligations of the Borrower,
enforceable against the Borrower in accordance with its terms.
4. Effect of Amendments. Except as expressly set forth herein, this
Amendment shall not, by implication or otherwise, limit, impair,
constitute a waiver of or otherwise affect the rights and remedies of
the Lender under the Agreement, the Note or any other Loan Document
and shall not alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in
any of the Agreement, the Note and the other Loan Documents, all of
which are ratified and affirmed in all respects and shall continue in
full force and effect. This Amendment shall apply and be effective
only with respect to the provisions of the Agreement specifically
referred to herein.
5. Effectiveness. This Amendment will become effective as of the date set
forth above when this Amendment is executed and delivered by each of
the parties hereto (the "Effective Date").
6. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
7. Counterparts. This Amendment may be executed in any number of
counterparts each of which shall be an original and all of which taken
together shall constitute one and the same agreement. Delivery of any
executed signature page hereof by facsimile transmission shall be as
effective as delivery of a manually executed counterpart thereof.
8. Amendments. No amendment of any provision of this Amendment shall be
effective unless it is signed by each of the parties hereto.
[SIGNATURE PAGE FOLLOWS.]
IN WITNESS WHEREOF, the undersigned, by their duly authorized
officers have executed this Amendment.
THE TALBOTS, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------
Name: Xxxxxx X. Xxxxxx
Title: Sr. Vice President,
Finance & C.F.O.
MIZUHO CORPORATE BANK, LTD.
By: /s/ Xxxxx Xxxxxx
------------------------
Name: Xxxxx Xxxxxx
Title: Deputy General Manager
