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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 th
