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Exhibit 10.2
February 23, 2007
The Talbots, Inc.
1 Talbots Drive
Hingham, MA 02043
Attn: Mr.
Edward L. Larsen
Senior Vice President, Finance
Chief Financial Officer and Treasurer
Re:
Uncommitted Line of Credit
--------------------------
Ladies and Gentlemen:
We are pleased to advise you that BANK OF AMERICA, N.A. (the
"Lender")
has established for THE TALBOTS, INC., a Delaware corporation (the
"Borrower"),
an uncommitted line of credit with aggregate advances ("Loans")
outstanding
thereunder not at any time to exceed $5,000,000. The terms and
conditions of
such discretionary credit facility are as follows:
Loans
Discretionary:
All Loans hereunder shall be at the sole discretion
of the Lender. This letter is not a commitment by the
Lender to extend credit.
Principal:
The outstanding principal of each Loan shall be due
and payable on the earlier of (a) the maturity date
for such Loan agreed to by the Lender and the
Borrower at time such Loan is made, and (b) the
Maturity Date.
Interest:
Each Loan shall bear interest at the rate of interest
agreed to by the Lender and the Borrower at the time
such Loan
is made. Accrued and unpaid interest on
each Loan shall be due and payable on the date that
such Loan is payable. No Loan shall have a maturity
of more than 180 days. If the term of a Loan is more
than 90 days, interest on such Loan shall also be
payable on the 90th day after the making of such
Loan.
Maturity Date:
February 23, 2008.
Requests for Loans:
Any request for a Loan must be received by the Lender
at the address, telephone number or facsimile number
listed below the Lender's signature not later than
11:00 a.m., California time, on the date of the
requested Loan (which must be a day on which the
Lender is open to conduct substantially all of its
business). Any request for a Loan must be for an
amount of not less than $1,000,000.
Documentation:
The Loans shall be evidenced by a promissory note
satisfactory in form and substance to the Lender
executed by the Borrower. The Borrower shall also
execute and deliver to the Lender such other
documents as the Lender may reasonably request from
time to time.
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The Talbots, Inc.
February 23, 2007
Page 2
Notice:
The Lender hereby notifies the Borrower that pursuant
to the requirements of the USA PATRIOT Act (Title III
of Pub.L. 107-56 (signed into law October 26, 2001))
(the "Act"), the Lender is required to obtain, verify
and record information that identifies the Borrower,
which information includes the name and address of
the Borrower and other information that will allow
the Lender to identify the Borrower in accordance
with the Act.
Please indicate your acknowledgment of the foregoing by signing
and
returning to the Lender the enclosed copy of this letter at the
address shown on
the first page hereof.
Very truly yours,
BANK OF AMERICA, N.A.
By: /s/ John Pocalyko
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Name: John
Pocalyko
Title: Senior Vice President
Address:
2001 Clayton Road
Concord, CA
94520-2405
Attention: Jesse
Phalen
Telephone:
925-675-8458
Facsimile:
888-969-9228
ACKNOWLEDGED AND AGREED:
THE TALBOTS, INC.
By: /s/ Edward L. Larsen
-----------------------------------
Name:
Edward L. Larsen
Title:
Senior Vice President, Finance,
Chief Financial Officer and Treasurer
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MASTER PROMISSORY NOTE
$5,000,000.00
February 23, 2007
FOR VALUE RECEIVED, the undersigned, THE TALBOTS, INC., a
Delaware
corporation (the "Borrower"), hereby promises to pay to the order
of BANK OF
AMERICA, N.A. (the "Lender"), at its office at 2001 Clayton Road,
Concord, CA
94520-2405 (or at such other place as the Lender may designate from
time to
time), in lawful money of the United States of America and in
immediately
available funds, the principal amount of Five Million Dollars
($5,000,000.00) or
such lesser amount as shall equal the aggregate unpaid principal
amount of the
advances (the "Loans") made by the Lender to the Borrower under
this Master
Promissory Note (this "Note"), and to pay interest on the unpaid
principal
amount of each such Loan at the rates per annum and on the dates
specified
below.
Each Loan hereunder shall be at the sole discretion of the Lender.
Each
Loan shall have a maturity date and shall bear interest at the rate
per annum
quoted to the Borrower by the Lender and accepted by the Borrower
prior to the
making of such Loan (which acceptance shall in any event be deemed
to occur upon
receipt by the Borrower of the proceeds of any Loan). Each Loan,
and accrued and
unpaid interest thereon, shall be due and payable, on the earlier
of (a) the
maturity date of such Loan, or (b) February 23, 2008. No Loan shall
have a
maturity of more than 180 days. If the term of a Loan is more than
90 days,
interest on such Loan shall also be payable on the 90th day after
the making of
such Loan. The Lender may, if and to the extent any payment is not
made when due
hereunder, charge from time to time against any or all of the
Borrower's
accounts with the Lender any amount so due.
The date, amount, interest rate, and maturity date of each Loan,
and
each payment of principal and interest hereon, shall be recorded by
the Lender
on its books, which recordations shall, in the absence of manifest
error, be
conclusive as to such matters; provided that the failure of the
Lender to make
any such recordation or any error therein shall not limit or
otherwise affect
the obligations of the Borrower hereunder.
The Borrower may not prepay any Loan in whole or in part without
the
Lender's prior written consent; provided, however, that if any such
prepayment
is made the Borrower shall at the time of prepayment compensate the
Lender for
any loss, cost, or expense that the Lender incurs as a result of
such
prepayment. In addition, the Borrower shall compensate the Lender
for any loss,
cost or expense that the Lender incurs as a r
