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Exhibit 99.2
AMENDMENT No. 2 to
REVOLVING CREDIT AGREEMENT
Amendment No. 2, dated as of April 17, 2005 (the "Amendment"), to
the
Revolving Credit Agreement dated as of
April 17, 2003, 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 hereby 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 date "April 17, 2006" set forth in the definition of the
term
"Maturity Date" shall be replaced with the date "April 17,
2007".
(b) The date "April 17, 2006" set forth in the definition of the
term
"Revolving Credit Termination Date" shall be replaced with the
date
"April 17, 2007".
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 the amendments set forth
herein shall be assumed to be in effect and
all references in the
representations and warranties of the
Agreement to this "Agreement" or words of
like import intended to refer to the
Agreement shall be read, for the purposes
hereof, to refer to both this Amendment and
the Agreement as amended hereby,
(ii) represents and warrants to the Lender
that no Default or Event of Default
has occurred and is continuing and (iii)
agrees that all references in the
Agreement, the Note and each of the other
Loan Do
