FIRST AMENDMENT TO TERM LOANFACILITY AGREEMENT

 

FIRST AMENDMENT, dated as of December 28, 2009 (this “Amendment”) to the Term Loan Facility Agreement, dated as of February 25, 2009 (as further amended, supplemented or otherwise modified through the date hereof, the “Term Loan Facility 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 Facility Agreement and wish to amend the Term Loan Facility Agreement;

 

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

 

 

 

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) August 31, 2009, or, if such day is not a Business Day, the next succeeding Business Day; provided, that , the Borrower shall be permitted, in its sole discretion, to extend such date for successive six-month periods upon prior written notice to the Lender no later than five Business Days prior to the last day of such six-month period; provided , further, that, in no event shall the Maturity Date extend past February 27, 2012, (ii) the date of the consummation of a Qualified Transaction and (iii) such earlier date on which the Term Loan become due and payable (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 period at the end of clause (g) of the definition of “Permitted Liens” and inserting a semicolon in lieu thereof, (ii) deleting the period at the end of clause (h) of such definition and inserting in lieu thereof the phrase “; and” and (iii) inserting the following new clause (i) immediately after clause (h) of such definition:   “(i)           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.

 

 

 

 

“8.13           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 8.13, 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 8.3, (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 8.13, “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.

 

 

 

a.

Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment.  Each Guarantor hereby confirms that each Loan Document to which it is a party (including, without limitation, the Guaranty) will continue to guarantee the payment and performance of all obligations of the Borrower under the Credit Agreement as amended by this Amendment.

 

b.

Each Guarantor acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound (including, without limitation, the Guaranty) shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment.

 

c.

Each Guarantor acknowledges and agrees that nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to this Amendment or any future amendments to the Credit Agreement.

 

 

 

 

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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
	Signed in: New York, NY

 

 

[First Amendment to Term Loan Facility Agreement]