EX-99.3
AMENDMENT NO. 1 TO
REVOLVING CREDIT AGREEMENT
Amendment No. 1, dated as of January 28, 2005 (the "Amendment"), to the
Revolving Credit Agreement, dated as of January 28, 2004 (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 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 definition of the term "Maturity Date" in Section 1 of the
Agreement shall be deleted and the following shall be inserted in its
place:
"'Maturity Date' shall mean January 28, 2007, subject to an extension
thereof pursuant to Section 2.5(d) hereof, or such earlier date on
which the Revolving Loans are due and payable and the commitment of
the Lender to make any such Revolving Loans has been terminated or
otherwise cancelled (whether at stated maturity, by mandatory
prepayment, by acceleration or otherwise) in accordance with the terms
hereof.".
(b) The definition of the term "Revolving Credit Termination Date" in
Section 1 of the Agreement shall be deleted and the following shall be
inserted in its place:
"'Revolving Credit Termination Date' shall mean January 28, 2007, or
such later date as set forth in Section 2.5(d) hereof, or such earlier
date on which the Revolving Loan Commitment is terminated in full
hereunder.".
(c) Section 2.5(d) shall be amended by adding the following at the end
thereof:
"iv. In the event the Revolving Credit Termination Date is extended
for an additional year, there shall be a corresponding extension in
the Maturity Date,
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").
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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.
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: Senior Vice President,
Finance and CFO
MIZUHO CORPORATE BANK, LTD.
By: /s/ Xxxxx Xxxxxx
----------------------------
Name: Xxxxx Xxxxxx
Title: Deputy General Manager
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