REVOLVING CREDIT AGREEMENT

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Exhibit 10.1

REVOLVING CREDIT AGREEMENT

     REVOLVING CREDIT AGREEMENT, dated as of December 29, 2008 (as the same may be amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), between THE TALBOTS, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the “ Borrower ”), and MIZUHO CORPORATE BANK, LTD. (together with its successors and assigns, the “ Lender ”).

     WHEREAS, the Borrower desires to borrow, and the Lender agrees to extend, revolving credit loans to the Borrower during the period from and after the Closing Date (as hereafter defined) in accordance with the terms and conditions of this Credit Agreement.

     NOW, THEREFORE, the Borrower and the Lender hereby agree as follows:

     1.  Definitions . As used in this Credit Agreement, unless otherwise defined herein, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

     “Affiliate” shall mean, as to any Person, any corporation or other entity that, directly or indirectly, controls, is controlled by or is under common control with such Person. For purposes of this definition, the term “control” (including “controlling,” “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to vote 10% or more of the voting stock of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting stock, by contract or otherwise.

     “Applicable Spread” shall mean a percentage determined by the Lender in its sole discretion upon at the time of each borrowing of Revolving Loans; provided that the Applicable Spread shall not be lower than 0.625% and shall not be higher than 1.30%.

     “Base Rate” shall mean the rate, as determined by the Lender on a daily basis, equal to the higher of (i) the rate per annum established by the Lender from time to time as the reference rate for short-term commercial loans in U.S. dollars to domestic corporate borrowers (which the Borrower acknowledges is not necessarily Lender’s lowest rate), and (ii) the overnight cost of funds of Lender as determined solely by Lender plus 1/4 of 1% per annum.

     “Borrower” is defined in the preamble of this Credit Agreement.

     “Borrowing Date” shall mean the date on which a Revolving Loan is made by the Lender in favor of the Borrower.

     “Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks are required or authorized to be closed in New York, New York.

     “Capitalized Lease Obligations” shall mean obligations for the payment of rent for any real or personal property under leases or agreements to lease that, in accordance with GAAP, have been or should be capitalized on the books of the lessee and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

     “Closing Date” shall mean December 29, 2008, or such other date on which the conditions precedent set forth in Section 5 hereof have been satisfied in full or waived in accordance with the terms hereof.

     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations and published interpretations thereof.

     “Commitment Fee” is defined in Section 2.9 hereof.

     “Commonly Controlled Entity” shall mean an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 414(b) or 414(c) of the Code.

     “Cost of Funds Rate” shall mean, with respect to each day during an Interest Period, the fixed rate per annum determined by the Lender to be its effective cost of funding in Dollars the applicable Revolver Loan for such Interest Period.

     “Default” means any event or circumstance that, with the giving of notice, the lapse of time or both, would constitute an Event of Default.

     “Dollars” and the symbol “$” shall mean dollars in the lawful money of the United States of America.

     “Environmental Action” shall mean any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter or other communication from any governmental agency, department, bureau, office or other authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials (i) from any assets, properties or businesses of the Borrower or any of its Subsidiaries or any predecessor in interest, (ii) from properties or businesses adjoining any properties or businesses of the Borrower or any of its Subsidiaries or any predecessor in interest, or (iii) from or onto any facilities which received Hazardous Materials generated by the Borrower or any of its Subsidiaries or any predecessor in interest.

     “Environmental Law” shall mean any present or future statute, ordinance, rule, regulation, order, judgment, decree, permit, license or other binding determination of any Governmental Authority imposing liability or establishing standards of conduct for protection of the environment as the same may be amended or supplemented from time to time.

     “Environmental Liabilities and Costs” shall mean all liabilities, monetary obligations, remedial actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of investigation and feasibility studies), fines, penalties, sanctions and interest incurred as a result of (i) any claim or demand by any Governmental Authority or any third party which relates to any environmental condition or a release of Hazardous Materials, or (ii) any breach by the Borrower or any of its Subsidiaries of any Environmental Law.

     “Environmental Lien” shall mean any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs.

     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations and published interpretations thereof.

     “Event of Default” is defined in Section 6 hereof.

     “FAX” is defined in Section 8.6 hereof.

     “Fed Funds Rate” shall mean, for any day, the average of the quotations for such day of Federal Funds transactions with members of the Federal Reserve System received by the Lender from three Federal Funds brokers of recognized standing selected by the Lender. If the Lender shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Fed Funds Rate for any reason, including the inability or failure of the Lender to obtain sufficient quotations in accordance with the terms hereof, the Fed Funds Rate shall be the Base Rate until the circumstances giving rise to such inability no longer exist. Any change in the interest rate on a Revolving Loan due to a change in the Base Rate or the Fed Funds Rate shall be effective on the effective date of such change in the Base Rate or the Fed Funds Rate, as the case may be.

     “GAAP” shall mean generally accepted accounting principles in the United States consistent with those utilized in preparing the audited financial statements referred to in Section 4(a) hereof.

     “Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof and any department, commission, board, bureau, instrumentality, agency or other entity exercising legislative, judicial, regulatory or administrative functions of, or pertaining to, government.

     “Hazardous Materials” shall mean (a) petroleum and petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas, and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.

     “Hedge Agreements” shall mean any interest rate, commodity or equity swap, cap, floor or forward rate agreement or collar arrangements, interest rate future or option contracts, currency swap agreements, currency future or option contracts and other similar agreements or arrangements designed to protect against fluctuations in interest rates or currency, commodity or equity values, and any confirmation executed in connection with any such agreement or arrangement.

     “Indebtedness” shall mean with respect to any Person, without duplication, (i) all indebtedness of such Person for borrowed money, (ii) all obligations of such Person for the deferred purchase price of assets or services acquired by such Person which, in accordance with GAAP, would be shown on the liability side of the balance sheet of such Person, (iii) all obligations of such Person under or evidenced by bonds, debentures, notes or other similar instruments or upon which interest payments are customarily made, (iv) all obligations and liabilities, contingent or otherwise, of such Person in respect of letters of credit, acceptances and similar facilities, including, without duplication, all drafts drawn thereunder, (v) all obligations of the kind referred to in clauses (i) through (iv) and (vi) through (viii) of this definition secured by any Lien on any property owned by such Person whether or not owing by such Person and even though such Person has not assumed or become liable for payment thereof, (vi) all Capitalized Lease Obligations of such Person, (vii) all obligations and liabilities of such Person created or arising under any conditional sale or other title retention agreement with respect to property used and/or acquired by such Person, even though the rights and remedies of the lessor, seller and/or lender thereunder are limited to repossession or sale of such property, or agreements to pay a specified purchase price for goods or services whether or not delivered or accepted, i.e., take-or-pay and similar obligations, (viii) contingent obligations of such Person under any Hedge Agreements, as calculated in accordance with accepted practice, (ix) all indebtedness of others referred in this definition guaranteed directly or indirectly in any manner by such Person, and (x) all obligations referred to in clauses (i) through (viii) of this definition of another Person (a) guaranteed directly or indirectly in any manner by such Person or (b) secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property owned by such Person; provided, however, that the term Indebtedness shall not include (y) trade payables (including trade letters of credit issued for the account of such Person in the ordinary course of its business, but excluding drafts drawn thereunder or any reimbursement obligations in respect thereof) or accrued expenses, in each case arising in the ordinary course of business and not more than 60 days delinquent. The Indebtedness of any Person shall include the Indebtedness of any partnership of, or joint venture in which, such Person is a general partner or joint venture.

     “Interest Period” shall mean such period as is mutually agreed upon by the Borrower and the Lender; provided , however , that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) no Interest Period shall be longer than 6 months, and (iii) no Interest Period shall end after the Maturity Date and any Interest Period which would, but for this clause, end after the Maturity Date shall instead end on the Maturity Date subject to the payment of all break-funding and other losses, costs and expenses incurred as a result thereof.

     “Lender” is defined in the preamble of this Credit Agreement.

     “Letter of Credit” or “Letters of Credit” shall have the meaning set forth in Section 2.1.3 hereof.

     “Letter of Credit Reimbursement Agreement” shall have the meaning set forth in Section 2.1.3 hereof.

     “Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien (statutory or otherwise), security interest, charge or other encumbrance or security or preferential arrangement of any nature whatsoever.

     “Loan Account” is defined in Section 2.7 hereof.

     “Loan Documents” shall mean each of this Credit Agreement, the Note, the Letter of Credit Agreement and each other document, instrument and agreement executed and delivered pursuant to or in connection herewith or therewith, as the same may be amended, supplemented or otherwise modified from time to time.

     “Material Adverse Effect” shall mean a material adverse effect on any of (a) the operations, business, assets, properties, prospects or condition (financial or otherwise) of the Borrower, (b) the ability of the Borrower to perform any of its obligations hereunder, under the Note or under any other Loan Document to which it is a party, (c) the legality, validity or enforceability of this Credit Agreement, the Note, the Letter of Credit Reimbursement Agreement or any other Loan Document, or (d) the rights and remedies of the Lender hereunder or under any other Loan Document.

     “Maturity Date” shall mean December 29, 2009, or such earlier date on which the Revolving Loans are due and payable and the commitment of the Lender to make Revolving Loans hereunder has been terminated or otherwise cancelled (whether at stated maturity, by mandatory prepayment, by acceleration or otherwise) in accordance with the terms hereof.

     “Multiemployer Plan” shall mean a Plan described in Section 4001(a)(3) of ERISA.

     “Note” shall mean the promissory note of the Borrower evidencing the Revolving Loans, payable to the order of the Lender, substantially in the form of Exhibit A hereto, as the same may be amended, supplemented or otherwise modified from time to time, or any substitute therefor.

     “Notice of Borrowing” is defined in Section 2.1.2 hereof.

     “Other Taxes” is defined in Section 7.2(b) hereof.

     “Parent” shall mean AEON Co., Ltd., a Japanese corporation which owns, directly or indirectly, a majority of the issued and outstanding capital stock of the Borrower.

     “PBGC” shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

     “Person” shall mean an individual, corporation, partnership, limited liability company or partnership, association, joint-stock company, trust, unincorporated organization, joint venture, Governmental Authority or other entity.

     “Plan” shall mean any pension plan that is covered by Title IV of ERISA and in respect of which the Borrower or a Commonly Controlled Entity is an “employer” as defined in Section 3(5) of ERISA.

     “Prohibited Transaction” shall mean any transaction set forth in Section 406 of ERISA or Section 4975 of the Code.

     “Release” shall mean any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the outdoor or indoor environment.

     “Reportable Event” shall mean any of the events set forth in Section 4043 of ERISA.

     “Revolving Credit Termination Date” shall mean December 29, 2009, or such earlier date on which the Revolving Loan Commitment is terminated in full hereunder.

     “Revolving Loan” is defined in Section 2.1.1 hereof.

     “Revolving Loan Commitment” is defined in Section 2.1.1 hereof.

     “Solvent” shall mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is not less than the total amount of its liabilities of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its existing debts as they become absolute and matured, (c) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small capital.

     “Subsidiary” shall mean, as to any Person, any corporation or other entity of which capital stock or other ownership interests having (in the absence of contingencies) ordinary voting power to elect at least a majority of the board of directors (or persons performing similar functions) of such corporation or other entity is, at the time of determination, owned directly, or indirectly through one or more intermediaries, by such Person.

     “Taxes” is defined in Section 7.2(a) hereof.

     “USA Patriot Act” is defined in Section 3(r) hereof.

     2.  The Revolving Loans

     2.1.1 The Revolving Loan Commitment . On the terms and subject to the conditions of this Credit Agreement, the Lender agrees, from time to time on any Business Day during the period commencing on the date hereof up to but excluding the Revolving Credit Termination Date, to make revolving loans (the “ Revolving Loans ”) to, and issue Letters of Credit for the account of, the Borrower in amounts, which in the aggregate shall not exceed the principal amount of $75,000,000 (the “Revolving Loan Commitment”). The Revolving Loan Commitment shall be subject to reduction and/or termination as herein provided (including, without limitation, pursuant to Sections 2.5 and 6.2 hereof). On the terms and subject to the conditions hereof, the Borrower may from time to time borrow, prepay, and re-borrow the Revolving Loans. Any such borrowing may be denominated in Dollars, as hereinafter provided, and shall be in the aggregate principal amount of $100,000 or any whole multiple thereof in excess of $100,000. On the Revolving Credit Termination Date the Revolving Loan Commitment shall terminate and the Lender shall have no obligation whatsoever to make any further Revolving Loans to, or issue any Letters of Credit on behalf of, the Borrower.

     2.1.2. Making the Revolving Loans . Each Revolving Loan shall be made upon written notice (in form and substance satisfactory to the Lender, a “Notice of Borrowing”), given by the Borrower to the Lender no later than 12:00 noon (New York City time) on the proposed borrowing date thereof. Each Notice of Borrowing shall be irrevocable and shall specify therein (A) the proposed borrowing date, which shall be a Business Day, (B) the principal amount of such Revolving Loan and (C) the duration of the initial Interest Period therefor. Upon fulfillment of the applicable conditions set forth in Section 5 hereof (or the waiver thereof by the Lender as herein prescribed), the Lender will make the proceeds of such Revolving Loan available to the Borrower in same day funds at the Lender’s office at 1251 Avenue of the Americas, New York, NY 10020, or at such other place as the Lender shall designate in writing to the Borrower. The Lender shall notify the Borrower of the Applicable Spread with respect to such Revolving Loan on or prior to the end of the first Interest Period with respect to such Revolving Loan; provided that the Lender’s failure to notify the Borrower of the Applicable Spread shall not affect the validity of such Revolving Loan or any obligations of the Borrower hereunder or under any Loan Document.

     2.1.3. Issuing Letters of Credit . If the Borrower requests the Lender to issue any letter of credit for the account of the Borrower (each, a “ Letter of Credit ”), the Borrower shall submit to the Lender an application for such issuance setting forth the proposed beneficiary, maximum amount and expiry date of such Letter of Credit and any other requirement of the Borrower in respect of the form of such Letter of Credit and acknowledging that such Letter of Credit, if issued by the Lender, shall be a “Letter of Credit” as defined in this Agreement. Each Letter of Credit shall be in form and substance satisfactory to the Lender and shall be issued in accordance with the provisions set forth in this Agreement and the applicable letter of credit reimbursement agreement (each, a “ Letter of Credit Reimbursement Agreement ”), substantially in the form of Annex I (for documentary letters of credit) or the Reimbursement Agreement for Standby Letters of Credit, dated as of September 29, 2008 between the Lender and the Borrower (for standby letters of credit) and/or such other documentation that is satisfactory to the Lender in form and substance. Prior to the issuance of any Letter of Credit by the Lender pursuant to the provisions of the Letter of Credit Agreement, the Borrower shall deliver a fully completed and originally executed copy thereof to the Lender. The Borrower agrees to pay for the issuance of each Letter of Credit the standard fees and commissions routinely charged by the Lender in connection therewith. The Lender shall not at any time be obligated to issue any Letter of Credit hereunder that would, by its terms, expire or terminate after the Maturity Date.

     2.2 Interest .

          (a) Each Revolving Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the sum of (a) the Cost of Funds Rate, and (b) the Applicable Spread.

          (b)Subject to Section 2.4 hereof, interest shall be payable on each Revolving Loan (i) in arrears on the last day of each Interest Period, (ii) on the date on which the principal amount of such Revolving Loan becomes due and payable hereunder (whether at stated maturity, by mandatory prepayment, optional prepayment by acceleration or otherwise), and (iii) in the case of any Interest Period which is longer than three (3) months, on each successive date three (3) months after the first day of such Interest Period.

          (c) Notwithstanding anything herein to the contrary, all accrued interest shall be payable on each date principal is payable hereunder pursuant to Sections 2.3 and 2.5 hereof or such earlier date as herein required.

          (d) Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

     2.3 Principal Repayment; Note . (a) The Borrower shall repay the outstanding principal balance of all outstanding Revolving Loans together with all other outstanding amounts due and owing hereunder or under the other Loan Documents on the Maturity Date.

          (b) The Borrower’s obligations to the Lender with respect to the payment of interest and principal with respect to the Revolving Loans shall be evidenced by this Credit Agreement and the Note. The Lender is hereby authorized by the Borrower to endorse on the schedule attached to the Note (or on a continuation of such schedule attached to the Note and made a part thereof) an appropriate notation evidencing the date and amount of each Revolving Loan, the date and amount of each principal payment and prepayment with respect thereto and the interest rate applicable thereto; provided , however , that the failure of the Lender to make any such notation (or any error in such notation) shall not affect any obligations of the Borrower hereunder or under the Note. The Note and the books and records of the Lender shall be conclusive evidence of the information set forth therein absent manifest error.

     2.4 Default Interest . Any principal, interest or other amount which is not paid when due, whether at stated maturity, by mandatory prepayment, by acceleration or otherwise, shall bear interest from the day when due until such principal, interest or other amount is paid in full, payable on demand, at a rate equal at all times to the Base Rate plus 2% per annum.

     2.5 Termination, Reduction or Extension of Revolving Loan Commitment; Prepayment .

          (a) The Borrower shall have the right at any time or from time to time, without premium or penalty, upon not less than three (3) Business Days’ prior irrevocable written notice to the Lender, to terminate or reduce the Revolving Loan Commitment. Any such reduction of the Revolving Loan Commitment shall be in an amount that is an integral multiple of $100,000 and not less than $100,000. Any termination or reduction of the Revolving Loan Commitment shall be permanent.

          (b) Prepayment . Upon three (3) Business Days’ prior irrevocable written notice by the Borrower received by the Lender, the Borrower may (and if such notice is given, shall), without penalty or premium, prepay all or any portion of the principal amount outstanding of any Revolving Loans together with accrued interest to the date of such prepayment on the amount prepaid; provided , however , that (i) prepayments of Revolving Loans prior to the Maturity Date shall not reduce the Revolving Loan Commitment; (ii) all prepayments shall be in amounts not less than the lesser of $100,000 or an integral multiple thereof or the amount of any Revolving Loan being prepaid; and (iii) any Revolving Loan may be designated by the Borrower to be prepaid if and only to the extent that prepayment is made on the last day of an Interest Period. Each prepayment made pursuant to this Section 2.5(b) shall be accompanied by the payment of (i) accrued interest to the date of such prepayment on the amount prepaid, (ii) any and all payments required pursuant to Section 7.1(d) hereof in respect of such prepayment, and (iii) any other amounts then due and owing hereunder.

          (c) If the Borrower receives notice from the Lender that the aggregate principal amount of all Revolving Loans outstanding hereunder exceeds at any time $75,000,000, the Borrower shall prepay Revolving Loans, together with all accrued interest thereon and any amounts due under Section 7.1(d) hereof, as necessary to eliminate such excess within 2 Business Days after receipt of such notice.

          (d) The Revolving Credit Termination Date may be extended any number of times as follows:

               i. The Borrower shall give the Lender an irrevocable written request substantially in the form of Exhibit C hereto at least 30 days before the Revolving Credit Termination Date then in effect.

               ii. Upon receipt of such request the Lender shall consider and determine whether to grant such request and shall give a written notice of its decision on or prior to the day one year before the Revolving Credit Termination Date then in effect.

               iii. In the event the Lender grants the Borrower’s request the Revolving Credit Termination Date then in effect shall be extended for one year. Otherwise the Revolving Credit Termination Date shall remain unchanged.

     2.6. Method of Payment .

          (a) All sums payable by the Borrower to the Lender hereunder or under the Note shall be payable in New York, New York, in Dollars, in immediately available funds and without any defense, set-off or counterclaim no later than 12:00 noon (New York time) on the day when due, for the account of and as directed by the Lender. Any payments made after 12:00 noon (New York time) on any day shall be deemed to have made on the immediately following Business Day.

          (b) Any payments shall be applied first to default charges, indemnities, expenses and other non-principal and interest amounts owed under any of the Loan Documents, if any, then to interest due and payable on the Revolving Loans, and thereafter to the principal amount of the Revolving Loans due and payable.

          (c) All computations of interest and fees shall be made by the Lender on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such amount is payable; provided , however , that if a Revolving Loan is repaid on the same day on which it is made, one day’s interest shall be paid on such Revolving Loan. Each change in the Base Rate shall immediately and simultaneously result in a corresponding change in the Default Rate.

          (d) Whenever any payment to be made hereunder or under any instrument delivered hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest; provided , however , that if such extension would cause such payment to be made in a new calendar month or beyond the Maturity Date, such payment shall be made on the next preceding Business Day.

          (e) The Borrower hereby authorizes the Lender, if and to the extent payment is not made when due under any Loan Document, to charge from time to time against any account of the Borrower with the Lender or any of its affiliates any amount so due. The Lender agrees to promptly notify the Borrower of any such charge made by the Lender; provided , however , that the Lender shall incur no liability for failing to do so and the failure of the Lender to so notify the Borrower shall in no event diminish the Lender’s right to make such charge under this Section 2.6(e).

     2.7. Loan Account . The Lender maintains on its books a loan account in the Borrower’s name (the “ Loan Account ”), showing the Revolving Loans, prepayments, the computation and payment of interest, and any other amounts due and sums paid hereunder and under the other Loan Documents. The entries made by the Lender in the Loan Account shall be conclusive and binding on the Borrower and the Lender as to the amount at any time due from the Borrower, absent manifest error.

     2.8. Use of Proceeds . The Borrower shall apply the proceeds of the Revolving Loans towards working capital; provided , however , that no proceeds of any of the Revolving Loans may be used to acquire or carry any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended and as in effect from time to time, or any “Margin Stock”, as defined in Federal Reserve Board Regulation U or otherwise be used in a manner which would violate or be inconsistent with Section 7 of the Securities Exchange Act of 1934, as amended and as in effect from time to time, or any regulations issued pursuant thereto, or any regulations issued pursuant thereto or the provisions of the regulations of the Federal Reserve Board or any Governmental Authority.

     2.9 Commitment Fee . The Borrower shall pay to the Lender on the last Business Day of each March and September while the Revolving Loan Commitment is in effect, commencing on March 31, 2009, a non-refundable commitment fee in arrears in an amount equal to 0.3125% per annum of the average daily unadvanced amount of the Revolving Loan Commitment from time to time in effect from (and including) the date hereof to (but excluding) the Maturity Date.

     3.  Representations and Warranties . The Borrower hereby represents and warrants to the Lender as follows:

          (a) Organization of Borrower . The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

          (b) Power and Authority . The Borrower has full legal right, power and authority to carry on its present business, to own its property and assets and to execute, deliver and perform this Credit Agreement, the Note and each other Loan Document to which it is a party. The Borrower is duly qualified or licensed as a foreign corporation authorized to conduct its activities and is in good standing in all jurisdictions in which the character of the properties owned or leased by it or the nature of the activities conducted by it makes such qualification or licensing necessary except where the failure to be so qualified or licensed could not reasonably be expected to have a Material Adverse Effect.

          (c) Authorization of Borrowing . All appropriate and necessary corporate, shareholder and other actions and approvals (including any governmental or regulatory approvals) have been taken or obtained by the Borrower to authorize the execution and delivery of this Credit Agreement, the Note and the other Loan Documents to which it is a party and to authorize the performance and observance of the terms of each.

          (d) Agreement Binding; No Conflicts . This Credit Agreement constitutes, and the Note and each other Loan Document when executed and delivered pursuant hereto will constitute, the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws and general equity principles affecting the enforcement of creditor’s rights generally. The execution, delivery and performance of this Credit Agreement, the Note and each other Loan Document to which the Borrower is a party and the use of the proceeds of any Revolving Loan do not and will not (i) violate or conflict with any provisions of law or any order, rule, directive or regulation of any court or other Governmental Authority, the charter, by-laws or other organizational documents of the Borrower or any agreement, document or instrument to which the Borrower is a party or by which its assets or properties are bound, (ii) constitute a default or an event or circumstance that, with the giving of notice or the passing of time, or both, would constitute a default under any such agreement, document or instrument, (iii) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any assets or properties of the Borrower, or (iv) result in any suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties.

          (e) Compliance with Law . There does not exist any conflict with or violation or breach of any law or any regulation, order, writ, injunction or decree of any court or governmental instrumentality.

          (f) Taxes . The Borrower has filed all tax returns (federal, state and local) required to be filed and has paid all taxes, assessments, fees and other governmental charges due by the Borrower with respect to the conduct of its operations or otherwise the failure of which could reasonably be expected to result in a Material Adverse Effect.

          (g) Governmental Consents . No consent, approval, authorization or order of, notice to or declaration or filing with, any administrative body or agency or other Governmental Authority on the part of the Borrower is required for the valid execution, delivery and performance by the Borrower of this Credit Agreement, the Note or any other Loan Document to which the Borrower is a party.

          (h) Litigation . There are no pending or, to the knowledge of the Borrower, threatened legal actions, suits, claims or administrative, arbitration or other proceedings against the Borrower that if adversely determined could reasonably be expected to result in a Material Adverse Effect, a Default or Event of Default.

          (i) Other Obligations . The Borrower is not in default in any material respect in the performance, observance or fulfillment of any obligation, covenant or condition in any agreement, document or instrument to which it is a party or by which it is bound which could be reasonably likely to result in a Material Adverse Effect.

          (j) Financial Information . (i) All financial information provided to the Lender by or on behalf of the Borrower and its Subsidiaries has been prepared in accordance with GAAP and fairly presents, in accordance with GAAP consistently applied, the consolidated financial condition of the Borrower and its Subsidiaries as at the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the fiscal periods ended on such respective dates. Except as fully disclosed in such financial information, there were no liabilities or obligations with respect to the Borrower of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to have a Material Adverse Effect on the Borrower.

               (ii) Since February 2, 2008, there has been no material adverse change in the operations, condition (financial or otherwise), business, assets or prospects of the Borrower and its Subsidiaries, taken as a whole, or of the Borrower or any of its Subsidiaries, on an individual basis.

          (k) Accuracy of Information . All factual information heretofore or contemporaneously furnished by or on behalf of the Borrower to the Lender for purposes of, or in connection with, this Credit Agreement, any other Loan Document or any transaction contemplated hereby or thereby (true and complete copies of which were furnished to the Lender in connection with its execution and delivery hereof) is, and all other factual information hereafter furnished by or on behalf of the Borrower to the Lender will be, true and accurate in every material respect on the date as of which such information is dated or certified and, in respect of such information heretofore or contemporaneously furnished to the Lender, as of the date of the execution and delivery of this Credit Agreement by the Lender, and such information is not, or shall not be, as the case may be, incomplete by omitting to state any material fact necessary to make such information not misleading.

          (l) Seniority . The obligations of the Borrower under this Credit Agreement and the other Loan Documents to which it is a party rank, and at all times shall rank, at least pari passu in priority of payment and in all other respects with all other unsecured and unsubordinated Indebtedness of the Borrower.

          (m) Investment Company Acts . Neither the Borrower nor any of its Subsidiaries is an “investment company” or an “affiliated person” or “promoter” of, or “principal underwriter” of or for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended.

          (n) Permits, Etc . The Borrower has all permits, consents, licenses, authorizations, approvals, entitlements and accreditations required for it lawfully to own, lease, manage or operate, or to acquire each business currently owned, leased, managed or operated, or to be acquired, by it. No condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such permit, consent, license, authorization, approval, entitlement or accreditation and which could reasonably be expected to result in a Material Adverse Effect, and there is no claim that any such permit, consent, license, authorization, approval, entitlement or accreditation is not in full force and effect.

          (o) Environmental Matters . Except to the extent not reasonably expected to result in a Material Adverse Effect or a Default or Event of Default, (i) none of the operations of the Borrower or any of its Subsidiaries violates any Environmental Law, (ii) no Environmental Action has been asserted against the Borrower or any of its Subsidiaries in writing nor does the Borrower have any knowledge of any threatened or pending Environmental Action against the Borrower, any of its Subsidiaries or any predecessor in interest, (iii) neither the Borrower nor any of its Subsidiaries has incurred any Environmental Liabilities and Costs, and (iv) to the Borrower’s knowledge, neither the Borrower nor any of its Subsidiaries has any contingent liability in connection with any release of any Hazardous Material into the environment.

          (p) ERISA . The Borrower and each of its Subsidiaries are in compliance in all material respects with all applicable provisions of ERISA. Neither a reportable Event nor a Prohibited Transaction has occurred and is continuing with respect to any Plan; no notice of intent to terminate a Plan has been filed, nor has any Plan been terminated; no circumstances exist which constitute grounds entitling the PBGC to institute proceedings to terminate, or appoint a trustee to administer, a Plan, nor has the PBGC instituted any such proceedings; neither the Borrower nor any Commonly Controlled Entity has completely or partially withdrawn from a Multiemployer Plan; the Borrower and each Commonly Controlled Entity have met their minimum funding requirements under ERISA with respect to all of their Plans; and neither the Borrower nor any Commonly Controlled Entity has incurred any liability to the PBGC under ERISA.

          (q) Solvency . The Borrower and its Subsidiaries, on both an individual and a consolidated basis, are Solvent and will be Solvent after giving effect to the transactions contemplated by this Credit Agreement and the other Loan Documents.

          (r) USA PATRIOT Act Compliance . The Borrower shall, and shall cause each of its Subsidiaries and Affiliates to, provide, such information and take such actions as are reasonably requested by the Lender in order to assist the Lender in maintaining compliance with the Uniting and Strengthening Ameri