0000950135-06-000392 Sample Contracts

Contract
Ninth Amendment • January 31st, 2006 • Talbots Inc • Retail-women's clothing stores • New York

NINTH AMENDMENT (this “Ninth Amendment”) dated as of January 27, 2006, 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”).

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BANK OF TOKYO – MITSUBISHI UFJ LETTERHEAD] January 26, 2006
Talbots Inc • January 31st, 2006 • Retail-women's clothing stores

We refer to (a) that certain Revolving Credit Agreement dated as of January 25, 1994 (as amended, supplemented, or otherwise modified from time to time, the “Agreement”), between TALBOTS, INC. (the “Company”) and Bank of Tokyo-Mitsubishi UFJ Trust Company (f/k/a Bank of Tokyo-Mitsubishi Trust Company, which in turn was the successor to The Bank of Tokyo Trust Company, the “Bank”), and (b) the Company’s letter to the Bank dated as of December 6, 2005, pursuant to which the Company requested that the Bank extend the “Revolving Credit Period” of the Revolving Credit Facility under Section 14(j)(i) of the Agreement. Unless otherwise indicated, all capitalized terms used herein shall have the meaning ascribed to such terms in the Agreement.

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