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THIS TERMINATION
AGREEMENT is made as of April 13, 2007 (the
“Agreement”) between BANK OF TOKYO-MITSUBISHI UFJ TRUST
COMPANY, formerly known as BANK OF TOKYO-MITSUBISHI TRUST COMPANY
(the “Bank”) and THE TALBOTS, INC. (the
“Borrower”).
WHEREAS, the Bank
and the Borrower have entered into that certain Revolving Credit
Agreement (as the same has been amended from time to time, the
“Credit Agreement”) dated as of January 25, 1994,
pursuant to which the Bank made available to the Borrower a
revolving credit facility of up to $8,000,000 (the “Credit
Facility”).
WHEREAS, the
Borrower has requested that the Bank terminate the Credit Facility,
and the Bank is willing to terminate the Credit Facility upon the
terms and conditions set forth herein.
NOW, THEREFORE, in
exchange for good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged and confirmed), the
parties hereto agree as follows:
Section 1.
Definitions . Unless otherwise defined or provided herein,
capitalized terms used herein have the same meanings attributed
thereto in the Credit Agreement.
Section 2.
Termination . The parties hereby agree that the Credit
Agreement (and the Credit Facility provided thereunder) shall be
terminated as of the Effective Date (as hereinafter defined). Such
termination shall not effect any obligations of the Borrower or the
Bank under the Credit Agreement as to matters arising prior to such
Effective Date. Any costs due to the Bank for the period prior to
the Effective Date shall
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