FIRST AMENDMENT TO TERM LOAN
AGREEMENT
FIRST AMENDMENT,
dated as of March 12, 2009 (this “ Amendment
”) to the Term Loan Agreement, dated as of July 16, 2008
(as amended, the “ Term Loan Agreement ”),
between The Talbots, Inc., a Delaware corporation (the “
Borrower ”) and Aeon (U.S.A.), Inc., a Delaware
corporation (the “ Lender ”).
WHEREAS,
the parties hereto are parties to the Term Loan Agreement and wish
to amend the Term Loan Agreement;
NOW,
THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, the parties hereto agree as
follows:
1.
Defined Terms . Unless otherwise defined herein, capitalized
terms defined in the Term Loan Agreement shall have such defined
meanings when used herein.
2.
Amendment to Section 1(a) of the Term Loan Agreement .
Section 1(a) of the Term Loan Agreement is hereby amended
by:
(i) deleting in
their entirety the definitions of each of “Consolidated
EBITDA”, “Consolidated EBITDAR”,
“Consolidated Net Income”, “Consolidated Net
Interest Expense”, “Consolidated Net Worth”,
“Disposition”, “Fixed Charge Coverage
Ratio”, “Leverage Ratio”, “Operating Lease
Obligations” and “Total Indebtedness”;
and
(ii) deleting in
its entirety the definition of “GAAP” and substituting
in lieu thereof the following new definition:
“
GAAP ” shall mean generally accepted accounting
principles in effect from time to time in the United States,
applied on a consistent basis.”; and
(iii) deleting in
its entirety the definition of “Permitted Indebtedness”
and substituting in lieu thereof the following new
definition:
“
Permitted Indebtedness ” shall mean:
(a) any
Indebtedness owing to the Lender under this Credit Agreement and
the other Loan Documents;
(b) any
other Indebtedness listed on Schedule 4.1(s) (including
Indebtedness under lines of credit and other credit facilities
described on such Schedule, as in effect on the date hereof), and
the extension of maturity, refinancing or modification of the terms
thereof; provided , however , that after giving
effect to such extension, refinancing or modification, the amount
of such Indebtedness is not greater than the amount of Indebtedness
outstanding immediately prior to such extension, refinancing or
modification;
