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EX-99.3
AMENDMENT NO. 1 TO
REVOLVING CREDIT AGREEMENT
Amendment No. 1, dated as of January 28, 2005 (the "Amendment"),
to the
Revolving Credit Agreement, dated as of January 28, 2004 (as
amended,
supplemented, restated or otherwise modified prior to the date
hereof, the
"Agreement"), between THE TALBOTS, INC. (the "Borrower") and
MIZUHO CORPORATE
BANK LTD. (the "Lender").
W I T N E S S E T H
WHEREAS, the Borrower has requested, and the Lender is willing,
to amend
the Agreement as set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged, the parties hereto
agree as
follows:
1) Defined Terms. Unless otherwise defined, all capitalized
terms used
herein shall have the meanings provided in the Agreement.
2) Amendments. As of the Effective Date (as hereafter defined)
the
Agreement shall be amended as follows:
(a) The definition of the term "Maturity Date" in Section 1 of
the
Agreement shall be deleted and the following shall be inserted
in its
place:
"'Maturity Date' shall mean January 28, 2007, subject to an
extension
thereof pursuant to Section 2.5(d) hereof, or such earlier date
on
which the Revolving Loans are due and payable and the commitment
of
the Lender to make any such Revolving Loans has been terminated
or
otherwise cancelled (whether at stated maturity, by
mandatory
prepayment, by acceleration or otherwise) in accordance with the
terms
hereof.".
(b) The definition of the term "Revolving Credit Termination
Date" in
Section 1 of the Agreement shall be deleted and the following
shall be
inserted in its place:
"'Revolving Credit Termination Date' shall mean January 28,
2007, or
such later date as set forth in Section 2.5(d) hereof, or such
earlier
date on which the Revolving Loan Commitment is terminated in
full
hereunder.".
(c) Section 2.5(d) shall be amended by adding the following at
the end
thereof:
"iv. In the event the Revolving Credit Termination Date is
extended
for an additional year, there shall be a corresponding extension
in
the Maturity Date,
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3) Representations and Warranties; No Default, etc. (a) The
Borrower
hereby (i) reaffirms the representations and warranties made by
it in the
Agreement on and as of the date hereof except that
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