SECOND AMENDMENT TO TERMLOAN AGREEMENT

 

 

SECOND AMENDMENT, dated as of December 28, 2009 (this “Amendment”) to the Term Loan Agreement, dated as of July 16, 2008 (as amended by the First Amendment to Term Loan Agreement, dated as of March 12, 2009, and as further amended, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), between The Talbots, Inc., a Delaware corporation (the “Borrower”) and Aeon (U.S.A.), Inc., a Delaware corporation (the “Lender”).

 

WITNESSETH

 

WHEREAS, the parties hereto are parties to the Term Loan Agreement and wish to amend the Term Loan Agreement;

 

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto agree as follows:

 

1.  Defined Terms. Unless otherwise defined herein, capitalized terms defined in the Term Loan Agreement shall have such defined meanings when used herein.

 

2.  Amendment to Section 1 of the Term Loan Agreement.  Section 1 of the Term Loan Agreement is hereby amended by:

 

a.

deleting in its entirety the definition of “Maturity Date” and inserting in lieu thereof the following new definition:   “Maturity Date” shall mean the earliest of (i) January 28, 2012, or, if such day is not a Business Day, the next succeeding Business Day, (ii) the date of the consummation of a Qualified Transaction and (iii) such earlier date on which the Term Loans become due and payable and the commitment of the Lender to make any such Term Loans has been terminated or otherwise cancelled (whether at stated maturity, by mandatory prepayment, by acceleration or otherwise) in accordance with the terms hereof.

 

b.

(i) deleting the phrase “; and” set forth in clause (f) of the definition of “Permitted Indebtedness”, (ii) deleting the period at the end of clause (g) of such definition and inserting in lieu thereof the phrase “; and” and (iii) inserting the following new clause (h) immediately after clause (g) of such definition:   “(h)           Indebtedness under the Secured Revolving Loan Agreement in a principal amount not to exceed $250,000,000 and guaranties of such Indebtedness.”

 

c.

(i) deleting the phrase “; and” set forth in clause (f) of the definition of “Permitted Liens”, (ii) deleting the period at the end of clause (g) of such definition and inserting in lieu thereof the phrase “; and” and (iii) inserting the following new clause (h) immediately after clause (g) of such definition:   “(h)           Liens securing the obligations under the Secured Revolving Loan Agreement and any guaranties of such obligations.”

 

d.

Adding the following new definitions in the appropriate alphabetical order in such Section 1:   “Aeon Agreement” shall mean the Repurchase, Repayment and Support Agreement, dated as of December 8, 2009, by and between the Borrower, BPW Acquisition Corp., a Delaware corporation, Aeon (U.S.A.), Inc., a Delaware corporation, and the Lender, as amended, supplemented or otherwise modified from time to time.

 

 

 

“9.13           Confidentiality.  The Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective directors, officers, employees, agents, advisors and representatives, in each case, who have a need to know as a result of their being involved in the execution or performance of this agreement and the transactions contemplated hereby (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to a Loan Document, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Credit Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 9.13, to any Assignee of or participant in, or any prospective Assignee of or participant in, any of its rights or obligations under this Credit Agreement or any pledgee referred to in Section 9.3, (g) with the consent of the Borrower or (h) to the extent such Information becomes publicly available other than as a result of a breach of this Section or becomes available to the Lender or any of its Affiliates on a non-confidential basis from a source other than the Borrower.  For purposes of this Section 9.13, “Information” means all information received from the Borrower relating to the Borrower or any Subsidiary or their respective businesses, other than any such information that is available to the Lender on a non-confidential basis prior to disclosure by the Borrower or any Subsidiary.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

 

 

 

 

 

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

	THE TALBOTS, INC.
	By:	/s/ Richard T. O’Connell, Jr.
		Name:	Richard T. O’Connell, Jr.
		Title:	Secretary
	Signed in:
	AEON (U.S.A.), INC.
	By:	/s/ Isao Tsuruta
		Name:	Isao Tsuruta
		Title:	Executive Vice President & GM   AEON (U.S.A.), Inc.
	Signed in: New York, NY