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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 Docu
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