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SEVENTH
AMENDMENT (this “Seventh Amendment”), dated as of January 28, 2004, 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,
by its letter dated December 19, 2003 delivered 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 28, 2006;
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 28, 2006. 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 Seventh Amendment shall become
effective as of the date hereof when the Bank shall have received a copy of this
Seventh 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 Seventh 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 Seventh 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 Seventh
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 Seventh Amendment shall become effective except
as the Credit Agreement is specifically amended by the terms of this Seventh
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 Seventh Amendment.
3.06.
Execution in Counterparts. This Seventh 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 Seventh
Amendment are intended for convenience only and shall not in any way affect the
meaning or construction of any provisions of this Seventh Amendment.
3.08.
Governing Law. This Seventh 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 Seventh Amendment to be executed by
their respective officers thereunto duly authorized, as of the date first above written.
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