WITNESSETH
EX-10.2 3 b65084tbexv10w2.htm EX-10.2 TERMINATION AGREEMENT AS OF APRIL 13, 2007 ($8,000,000) exv10w2
Exhibit 10.2
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).
WITNESSETH
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 be promptly invoiced by the Bank to the Borrower and paid thereby. Notwithstanding anything contained herein to the contrary, this Agreement shall not impair or terminate the rights and obligations of the respective parties under the Credit Agreement to the extent those rights and obligations expressly survive the termination of the Credit Agreement or any documents related therewith.
Section 3.Effectiveness. This Agreement shall become effective as of April 13, 2007 (the Effective Date) upon payment by the Borrower to the Bank in no later than 1:00 p.m. (New York time) of an amount equal to $8,110,663.89 which represents the outstanding principal amount, interest and all other costs (including funding loss, if any) under the Credit Facility as of April 13, 2007. The Borrower agrees and acknowledges that the Borrower shall repay the loan currently outstanding under the Credit Facility in the aggregate principal amount of $8,000,000 out of the proceeds of a term loan to be extended to the Borrower by the Bank pursuant to that certain credit agreement dated as of March 28, 2007 (the Refinance Agreement). The Borrower further acknowledges and agrees that such payment (together with the prepayment of the loan currently outstanding from The Bank of Tokyo-Mitsubishi UFJ, Ltd. in the principal amount of $12,000,000 under a discretionary revolving credit facility) shall constitute the making of the Term Loan to the Borrower under the Refinance Agreement.
Section 4. Miscellaneous.
A. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
B. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be as effective as delivery of a manually executed counterpart of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day first above written.
BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY | ||||||
By | /s/ Ryoichi Shinke | |||||
Name: Ryoichi Shinke | ||||||
Title: SVP & Manager | ||||||
THE TALBOTS, INC. | ||||||
By | /s/ Edward L. Larsen | |||||
Name: Edward L. Larsen | ||||||
Title: Senior Vice President, Finance | ||||||
Chief Financial Officer and Treasurer |