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EX-99.2
EIGHTH AMENDMENT (this "Eighth Amendment"), dated as of January
28,
2005, to the REVOLVING CREDIT AGREEMENT
dated as of January 25, 1994 (as amended
and modified prior to the date hereof, the
"Credit Agreement") between THE
TALBOTS, INC. (the "Borrower") and SUMITOMO
MITSUI BANKING CORPORATION (as
successor to The Sakura Bank, Limited, New
York Branch) (the "Bank").
WITNESSETH:
WHEREAS, pursuant to Section 14(j)(i) of the Credit Agreement,
the
Borrower has requested that the Bank extend
the Revolving Credit Period for one
year, so that such period would expire on
January 26, 2007;
WHEREAS, the Bank is willing to grant such extension, conditioned
on
the Borrower's agreement to amend the
Credit Agreement provided herein;
NOW, THEREFORE, in consideration of the premises, covenants and
agreements contained herein, the parties
hereto hereby agree as follows;
ARTICLE I
DEFINITIONS
Unless otherwise
indicated, capitalized terms used herein and defined in
the Credit Agreement shall have the
respective meanings ascribed thereto in the
Credit Agreement.
ARTICLE II
EXTENSION OF REVOLVING CREDIT PERIOD
The Bank hereby
notifies the Borrower of its acceptance of the Borrower's
request to extend the expiration date of
the Revolving Credit Period to January
26, 2007. In accordance with Section
14(j)(iii) of the Credit Agreement, the
Revolving Credit Period is extended to such
date.
ARTICLE III
MISCELLANEOUS
3.01. Effectiveness. Conditioned on the truth and
accuracy of the
representations made in Section 3.02
hereof, this Eighth Amendment shall become
effective as of the date hereof when the
Bank shall have received a copy of
this Eighth Amendment executed by the
parties hereto.
3.02. Representations. The Borrower reaffirms the
representations and
warranties in the Agreement as made as of
the date her
