THIRD AMENDMENT TO CREDIT AGREEMENT
THIRD AMENDMENT, dated as of January 29, 1999 (the "Third
Amendment") by and between TALBOTS INC. (the "Borrower") and BANK OF
TOKYO-MITSUBISHI TRUST COMPANY (f/k/a The Bank of Tokyo Trust Company, the
"Bank").
W I T N E S S E T H:
WHEREAS, the Borrower and the Bank entered into that certain
Revolving Credit Agreement dated as of January 25, 1994, as amended by that
certain First Amendment dated as of November 21, 1995, and that certain Second
Amendment dated as of April 18, 1996 (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 Third 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 5(a) of the Credit Agreement is hereby amended by deleting
"0.5%" from the end of the tenth line in said Section and inserting in its
place, "0.875%" in lieu thereof.
C. Section 8(a) of the Credit Agreement is hereby amended by adding the
following paragraphs (xi) and (xii) immediately following paragraph 8(a) in said
Section:
"(xi) 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 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.
(xii) The Borrower has conducted a comprehensive review and
assessment of its 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 or its ability to repay its
obligations."
D. Section 10 of the Credit Agreement is hereby amended by adding the
following paragraphs (f) and (g) immediately following paragraph (e) in said
Section:
"(f) The Borrower shall 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 to properly
assess, quantify, address and resolve the Year 2000 Problem.
(g) 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 its 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 Third Amendment, the
Borrower hereby represents and warrants that:
1. No Default or Event of Default exists as of the date of
this Third Amendment, both before and after giving effect to the Third
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 Third 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 Third Amendment.
B. This Third 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 Third 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 LAW OF THE
STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Third Amendment as of the date
first above written.
THE TALBOTS INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: /s/ T. SAEGUSA
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Name: T. Saegusa
Title: S.V.P.