Letter Agreement for Renewal of Import Letter of Credit Facility between HSBC and The Talbots, Inc. (May 12, 2000)
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This agreement is between The Hongkong and Shanghai Banking Corporation Limited (HSBC) and The Talbots, Inc. HSBC is renewing a banking facility for The Talbots, Inc., increasing the limit to $50 million for issuing import letters of credit to finance merchandise imports. The facility is subject to review and can be withdrawn or called for repayment at any time, with a final review by April 30, 2001. The agreement outlines pricing, documentation requirements, and conditions for use, including a transition of part of the facility from HSBC USA to Hong Kong by September 30, 2000.
EX-10.10 3 0003.txt EX. 10.10 - LETTER AGREEMENT DATED MAY 12, 2000 [HSBC Letterhead] CONFIDENTIAL The Talbots, Inc. 175 Beal Street Hingham, MA 02043 USA 12 May 2000 Attn: Mr. Edward L. Larsen Senior Vice President Dear Sir BANKING FACILITIES We refer to our recent discussion and are pleased to advise that we have reviewed your banking facilities and offer a renewal within the following revised limits. These facilities are subject to review at any time and, in any event by 30 April 2001 and also subject to our overriding right of withdrawal and repayment on demand, including the right to call for cash cover on demand for prospective and contingent liabilities. Uncommitted Import Letter of Credit Facility LC Issuing Bank : The Hongkong and Shanghai Banking Corporation Limited. (please also see "Other terms and conditions" below) Borrower / LC Applicant : The Talbots, Inc. Facility Amount : USD50,000,000 (previously USD30,000,000) Purpose : For the issuance of Letters of Credit (LC) at sight or with usance periods of up to 6 months, with validity period up to 1 year to finance the import of general merchandise. Pricing : On LC Applicant : - LC Issuance : Nil - Amendments : Nil On LC Beneficiary : - Payment of documents presented via HSBC Branches : Nil - Payment of documents presented via third party bank : 0.125% (minimum : USD65.00) - Payment of documents under usance LC : 0.5% per annum Collateral : Nil Documentation : 1. Facsimile Indemnity Letter 2. Continuing Commercial Letter of Credit and Security Agreement dated 15 May 1996 together with amendment letter dated 19 July 1999. 3. Letter of Credit Discrepancy Waiver dated 11 December 1996. 4. Certified copy of Corporate Banking Resolution dated 31 May 1996. 5. Board Resolution approving LC facility of USD30 million (approval dates : 7 February 1996 / 6 February 1997) which were certified on 21 June 1999. 6. By-Laws of The Talbots, Inc. Reporting : 10Q and 10K within 90 days of period end Requirement Financial : Nil Covenants Other Terms : USD10m of the facility is available with HSBC Bank and Conditions USA until 30 September 2000 when all LC issuance should be transferred to Hong Kong. (total LC outstandings in both Hong Kong and the United States however must not exceed overall facility limit of USD50 million at all time). Please arrange for the authorised signatories to sign and return to us the duplicate copy of this letter to 1) signify your understanding and acceptance of the terms and conditions under which the above facility is granted, and 2) confirm the correctness and validity of all the documentation listed above. This facility will remain open for acceptance until the close of business on 29 May 2000 and if not accepted by that date will be deemed to have lapsed. We are pleased to be of continued assistance. Yours sincerely Accepted and Agreed to : The Talbots, Inc. PEARLY LAW EDWARD L. LARSEN ---------------- Pearly Law Relationship Manager Enc /jw