[LETTERHEAD OF BANK OF TOYKO-MITSUBISHI]
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT, dated as of April 17, 1999 (the "First Amendment") by
and between TALBOTS, INC. (the "Borrower") and THE BANK OF TOKYO-MITSUBISHI,
LTD., NEW YORK BRANCH (the "Bank").
W I T N E S S E T H
WHEREAS, the Borrower and the Bank entered into that certain Credit
Agreement dated as of April 17, 1998 (the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided;
NOW THEREFORE, in consideration of the mutual agreements contained in
this First Amendment, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
I. All capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement.
II. Amendments to the Credit Agreement
A. Section 4 of the Credit Agreement is hereby amended by deleting
"0.625%" from the end of the second line in said Section and inserting in its
place, "0.875%" in lieu thereof.
B. Section 8 of the Credit Agreement is hereby amended by adding
paragraphs the following paragraphs (i) and (j) immediately following paragraph
(h) in said Section:
"(i) The Borrower has developed and implemented a
comprehensive detailed program to address on a timely basis
the Year 2000 Problem and reasonably anticipates that it will
on a timely basis successfully resolve the Year 2000 Problem
for all material computer hardware or software applications or
other data processing capacities used by it, and the Borrower,
on the basis of inquiries made, believes that each supplier,
vendor and customer of the Borrower (including any affiliate
or subsidiary of the Borrower) that is of material importance
to the financial well-being of the Borrower will also
successfully resolve on a timely basis the year 2000 Problem
for all of its material computer hardware or software
applications or other data processing capacities.
(j) The Borrower and each Subsidiary have conducted a
comprehensive review and assessment of their computer
applications with respect to the Year 2000 Problem and, based
on that review, the Borrower does not believe that the Year
2000 Problem or the costs of implementing a comprehensive
program to address the Year 2000 Problem will have a
materially adverse effect on the business condition (financial
or otherwise), operations, properties or prospects of the
Borrower and its Subsidiaries or its ability to repay its
obligations."
C. Section 10 of the Credit Agreement is hereby amended by adding the
following paragraphs (j) and (k) immediately following paragraph (i) in said
Section:
(j) The Borrower shall, and shall cause each Subsidiary to,
take appropriate steps to assess, quantify, address and
resolve its business and financial risks resulting from the
Year 2000 Problem, including those business and economic risks
resulting from the failure of key suppliers, vendors and
customers of the Borrower and each Subsidiary to properly
assess, quantify, address and resolve the Year 2000 Problem.
(k) The Borrower shall provide from time to time such further
information regarding the business, assets, liabilities,
financial condition, results of operations or business
prospects of the Borrower as the Bank may request, including
information on their efforts to address the Year 2000 Problem
and any auditor's management letters concerning the same.
II. Miscellaneous Provisions
A. In order to induce the Bank to enter into this First Amendment, the
Borrower hereby represents and warrants that:
1. No Default or Event of Default exists as of the date of
this First Amendment, both before and after giving effect to the First
Amendment; and
2. All of the representations and warranties contained in the
Credit Agreement are true and correct in all material respects on and as of the
date of this First Amendment, both before and after giving effect to this
Amendment, with the same effect as though such representations and warranties
had been made on and as of this First Amendment.
B. This First Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement. Except as expressly amended hereby, the Credit Agreement, the
Note and all documents, instruments and agreements related thereto are hereby
ratified and confirmed in all respects and shall continue in full force and
effect.
C. From and after the date first above written, all references in the
Credit Agreement shall be deemed to be references to the Credit Agreement as
amended hereby.
D. This First Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.
E. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAW
OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this First Amendment as of the date
first above written.
TALBOTS, INC.
By: /s/ XXXXXX X. XXXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Sr. Vice President, Finance
& Chief Financial Officer
THE BANK OF TOKYO-MITSUBISHI, LTD.
New York Branch
By: /s/ T. SAEGUSA
-----------------------------------------
Name: T. SAEGUSA
Title: D.G.M.
