exv10w3






EXHIBIT 10.3




MASTER AGREEMENT



FOR



STANDBY LETTERS OF CREDIT



TERMS AND CONDITIONS



General Electric Capital Corporation

201 Merritt Seven

Norwalk, CT 06856




          The undersigned (“Applicant”) will require, from time to time, Standby Letters of Credit.
General Electric Capital Corporation (“GE Capital”) will, upon Applicant’s application therefor,
and to the extent such application is approved by GE Capital in its sole discretion, issue Standby
Letters of Credit or arrange for the issuance thereof through an indirect wholly-owned subsidiary
of GE Capital. Each Credit will be governed by and interpreted in accordance with the following
terms and conditions. Capitalized terms shall have the meanings accorded them in Section 9,
Definitions, below.



1. Payment Terms.




          In addition to all commissions, charges, fees and expenses payable in connection with Credits
pursuant to the Credit Agreement (including, without limitation the Letter of Credit Fee, as
defined in the Credit Agreement), Applicant agrees to pay to GE Capital on demand, at GE Capital’s
office located at 201 Merritt Seven, Norwalk, CT 06856 or at such other address or account as may
be designated in writing by GE Capital, in Dollars, in immediately available funds: (i) each
amount drawn under any Credit (which payment is permitted or required under this Agreement, ISP 98
or applicable law) in Dollars or in the event that the Credit permits Drafts under such Credit to
be payable in a currency other than Dollars, the Dollar Equivalent of each amount so drawn; (ii)
interest on each amount (or the Dollar Equivalent thereof) so drawn for each day from the date of
payment of the relevant Draft to and including the date of payment in full of such amount by
Applicant to GE Capital, at the rate specified in the Credit Agreement; and (iii) any and all
commissions and charges of, and any and all costs and expenses incurred by, GE Capital and its
subcontractors or agents in relation to the Credits and all Drafts thereunder. If a Credit
provides for sight payment, reimbursement by Applicant is due on the day on which GE Capital pays
on the applicable Draft. All payments by Applicant hereunder shall be made without withholding,
deduction or set-off and shall be made free and clear of taxes.



2. Subrogation.




          If GE Capital honors any presentation, demand or Draft and Applicant fails to reimburse GE
Capital therefor in accordance with the terms of the Credit Agreement, GE Capital may assert its
rights of subrogation under applicable law, whether GE Capital’s honor satisfies all or only part
of the underlying obligation. The Applicant must, on reasonable notice, cooperate with GE Capital
in its assertion of the Applicant’s rights against the Beneficiary, the Beneficiary’s rights
against the Applicant, and any other rights that GE Capital may have by






 









 







subrogation or assignment. Such cooperation shall include without limitation the prompt
return of all Drafts, documents, instruments and statements in Applicant’s possession that were
presented by or on behalf of Beneficiary in connection with any draw under a Credit. Subject to
the terms of the Credit Agreement and the terms of Section 8(b) below, the Applicant agrees to make
upon demand such cash deposits with GE Capital as GE Capital may require to further secure
Applicant’s Letter of Credit Obligations.



3. Administration of Credit.




     (a) Applicant will promptly examine a copy of each Credit (and any proposed amendments
thereto) sent to Applicant, as well as all other instruments and documents delivered to Applicant
from time to time in connection with such Credit, and, in the event Applicant has any claim of
non-compliance with the instructions or of any discrepancy or other irregularity or any objection
to any action taken or proposed to be taken by GE Capital with respect to any Credit, Applicant
will notify GE Capital thereof in writing within two business days after its receipt of a copy of
such Credit, any amendments thereto, or such instruments or documents or notice of any such
proposed action, and Applicant will conclusively be deemed to have waived any such claim against GE
Capital and its subcontractors, servicers and agents, unless such notice is given as aforesaid.
This Section 3(a) is intended to substitute two business days for the “not unreasonable time
period” set forth in Rule 5.09 of ISP 98.



     (b) Neither GE Capital nor any of its agents, subcontractors or servicers shall be responsible
for, and neither GE Capital’s powers and rights hereunder nor Applicant’s obligations shall be
affected by: (i) any act or omission pursuant to Applicant’s instructions; (ii) any other act or
omission of GE Capital or its subcontractors, servicers, agents or employees other than any such
arising from its or their gross negligence or willful misconduct; (iii) the validity, accuracy or
genuineness of Drafts, documents or required statements, even if such Drafts, documents or
statements should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or
forged (and notwithstanding that Applicant shall have notified GE Capital thereof); (iv) failure of
any Draft to bear any reference or adequate reference to the applicable Credit; (v) errors,
omissions, interruptions or delays in transmission of delivery of any messages however sent and
whether or not in code or otherwise; (vi) any act, default, omission, insolvency or failure in
business of any other person (including any agent, subcontractor or employee) or any consequences
arising from causes beyond GE Capital’s control; (vii) any acts or omissions of any Beneficiary of
any Credit or transferee of any Credit, if transferable; (viii) any act or omission of GE Capital
required or permitted under any (1) law or practice to which a Credit is subject (including ISP
98), (2) applicable order, ruling or decree of any court, arbitrator or governmental agency, (3) a
published statement or interpretation on a matter of law or practice (including ISP 98); (ix) honor
or other recognition of a presentation or demand that includes forged or fraudulent documents or
that is otherwise affected by the fraudulent, bad faith, or illegal conduct of the Beneficiary or
other person (excluding GE Capital’s employees), including payment to a person who forges the
signature of a Beneficiary or the signature of an assignee of a Credit’s proceeds, (x) honor of a
presentation without regard to any nondocumentary condition(s) in the Credit, regardless of whether
Rule 4.11 of ISP 98 applies, or (xi) dishonor of any presentation that does not strictly comply
with the terms of the applicable Credit or that is fraudulent, forged or otherwise not entitled to
be honored. Without limiting the generality of the foregoing, GE Capital may (1) act in reliance
on any oral, telephone,



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telegraphic, electronic, facsimile or written request, notice, or instruction believed in good faith to be from or have
been authorized by the Applicant, (2) receive, accept or pay as complying with the terms of a
Credit any Drafts or other documents, otherwise in order, which are signed by or issued to any
person or entity acting as the representative of, or in the place of, the party in whose name such
Credit provides that any Drafts or other documents should be drawn or issued and (3) waive its
stipulation that the bank nominated in the applicable Credit shall accept or pay the Drafts, and GE
Capital may then accept presentations of Drafts and documents for payment directly.




     (c) Subject to GE Capital’s obtaining any necessary consent from the Beneficiary or other
third party, GE Capital may for Applicant’s account at any time (i) treat a Credit as governed by
the law of the place where GE Capital or the Beneficiary is located, notwithstanding a choice of
law provision in the Credit, and, in case of conflict, treat the law as prevailing over practice in
such place or vice versa; (ii) shorten or lengthen the examination period; (iii)
specify or amend a specified place or manner of receiving a presentation, effecting honor, or
giving notice of dishonor; or (iv) discount an accepted Draft or deferred obligation incurred under
the Credit.



     (d) Unless GE Capital is enjoined by a court of competent jurisdiction, GE Capital may assume
that any Beneficiary or other presenter acts in good faith and that any presentation or other
demand is nonfraudulent.



     (e) Unless the Credit specifically permits and GE Capital specifically agrees, GE Capital need
not check the authenticity or authority of any purported Beneficiary signature, even if in other
transactions the Beneficiary is a customer or its signature is otherwise known to GE Capital.



     (f) Unless specifically committed to do so in a writing signed by GE Capital, GE Capital need
not consent to any amendment of a Credit. GE Capital may, without authorization from or notice to
Applicant, send a notice of non-extension to the Beneficiary under a Credit if it provides for
automatic extension. Any notice of dishonor given by GE Capital within six business days after
presentation of documents to GE Capital shall not be deemed to be unreasonable. This Section 3(f)
is intended to substitute six business days for the three business days set forth in Rule 5.01a of
ISP 98.



     (g) Notwithstanding any waiver by Applicant of discrepancies in Drafts, documents or required
statements, GE Capital acting alone has the right in its sole judgment, to decline to approve any
discrepancies and to refuse payment on that basis under any Credit issued hereunder.



     (h) GE Capital may assign its rights and delegate its duties hereunder to any subsidiary of GE
Capital, in each case without prior notice to Applicant; provided that such assignment and
delegation does not diminish Applicant’s rights or increase Applicant’s duties hereunder.



     (i) No Credit shall be issued hereunder providing for the acceptance of time Drafts or the
incurrence of deferred payment undertakings.



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     (j) Notwithstanding any provision herein contained to the contrary, if Applicant approves the
issuance of a Credit requiring payment of a Draft on the same day on which such Draft is presented,
GE Capital shall be entitled to honor such Draft without review or examination by Applicant and
Applicant waives all defenses to reimbursement thereof based on irregularities that may have been
revealed by Applicant’s review or examination.


4. Letter of Credit Text; Extensions, Increases and Modifications of Credit.




     (a) Applicant is responsible for preparing or approving the text of each Credit as issued by
GE Capital and as received by the Beneficiary. GE Capital’s recommendation or drafting of text or
GE Capital’s use or non-use or refusal to use text submitted by Applicant shall not affect
Applicant’s ultimate responsibility for the final text and its receipt by the Beneficiary.
Applicant is responsible for the effect, or lack of effect under ISP 98, Rule 4.11 or applicable
law, of a provision in any Credit that requires GE Capital to verify facts rather than examine
documents or that fails to identify the documents to which the provision applies.



          Applicant is responsible for including suitable provisions in the underlying agreement that
permit Applicant to review the text of the Credit as received by the Beneficiary and that describe
the circumstances under which: a drawing under the Credit may be made, Credit proceeds may be
applied to the underlying agreement, and part or all of those proceeds may be returned. Applicant
accepts the risk that the text of the Credit is consistent with the underlying obligation, suitable
for Applicant’s purposes, and received by the Beneficiary in time to permit the Beneficiary and
Applicant to review the Credit and to request any desired amendments.



     (b) Each Applicant agrees that GE Capital may at any time and from time to time, in its
discretion, by agreement with one or more other Applicants (whether or not such Applicant shall
have been appointed as the “Agent Applicant” in the Joint Signature Agreement contained in the
Application): a) further finance or refinance any transaction under any Credit; b) renew, extend
or change the time of payment or the manner, place or terms of payment of any of the Obligations;
c) settle or compromise any of the Obligations or subordinate the payment thereof to the payment of
any other debts of or claims against any Applicant which may at the time be due or owing to GE
Capital; or d) release any Applicant or any Guarantor or any Collateral, or modify the terms under
which such Collateral is held, or forego any right of setoff, or modify or amend in any way this
Agreement or any Credit, or give any waiver or consent under this Agreement; all in such manner and
on such terms as GE Capital may deem proper and without notice or further assent from such
Applicant. In any such event, such Applicant shall remain bound by such event and this Agreement
after giving effect to such event, and the Obligations under this Agreement shall be continuing
obligations in respect of any transaction so financed or refinanced and, in either case, if the
Obligations are contingent, may be treated by GE Capital as due and payable for their maximum face
amount.


5. Reserve Requirements and Similar Costs.




          If GE Capital is now or hereafter becomes subject to any reserve, special deposit or similar
requirement against assets of, deposits with, or for the account of, or credit extended by, GE
Capital, or any other condition is imposed upon GE Capital which imposes a cost upon



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GE Capital, and the result, in the determination of GE Capital is to increase the cost to GE
Capital of maintaining a Credit or paying or funding the payment of any Draft thereunder, or to
reduce the amount of any sum received or receivable, directly or indirectly, by GE Capital
hereunder, Applicant will pay to GE Capital upon demand such amounts required to compensate GE
Capital for such increased cost or reduction. In making the determinations contemplated hereunder,
GE Capital may make such estimates, assumptions, allocations and the like which GE Capital in good
faith determines to be appropriate, but GE Capital’s selection thereof, and GE Capital
determinations based thereon, shall be final and binding and conclusive upon Applicant.



6. Possession of Property by Applicant.




     If the Applicant accepts or retains possession of documents, goods or other property, if any,
covered by a Credit, prior to GE Capital’s review of such documents, then all discrepancies and
other irregularities of said documents shall be deemed waived by the Applicant, and GE Capital is
authorized and directed to pay any Drafts drawn or purporting to be drawn upon such Credit.


7. Partial Shipments.




     (a) Except as otherwise expressly stated in any Credit (i) partial shipments may be made under
such Credit, and GE Capital may honor the relative Drafts without inquiry regardless of any
apparent disproportion between the quantity shipped and the amount of the relative Draft and the
total amount of such Credit and the total quantity to be shipped under such Credit, and (ii) if
such Credit specifies shipments in installments within stated periods and the shipper fails to ship
in any designated period, shipments of subsequent installments may nevertheless be made in their
respective designated periods and GE Capital may honor the relative Drafts.


8. Events of Default, Remedies; Pre-funding.




     (a) If any Event of Default has occurred and is continuing, other than an Event of Default
specified in Sections 7.1(f) or 7.1(g) of the Credit Agreement, GE Capital as issuer hereunder and
in its capacity as Agent under the Credit Agreement may pursue any of the remedies provided for in
the Loan Documents, including without limitation declaring that all of the Obligations (including
any such Obligations hereunder that may be contingent and not matured) are immediately due and
payable. If an Event of Default under Sections 7.1(f) or 7.1(g) of the Credit Agreement has
occurred, the Obligations shall automatically be due and payable.



     (b) Without limiting the generality of the foregoing, Applicant agrees that if: i) any
Default or Event of Default shall have occurred and be continuing; or ii) in the event that a
Credit is denominated in a currency other than Dollars, GE Capital determines that such currency is
unavailable or that the transactions contemplated by this Agreement are unlawful or contrary to any
regulations to which GE Capital or any agent, servicer or subcontractor of GE Capital may be
subject or that due to currency fluctuations the Dollar Equivalent of the amount of a Credit
exceeds the amount of Dollars that GE Capital in its sole judgment expected to be its maximum
exposure under such Credit, then Applicant will upon demand pay to GE Capital an



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amount equal to
the undisbursed portion, if any, of such Credit (or such greater amount as may
be specified in the Credit Agreement), and such amount shall be held as additional Collateral
for the payment of all Letter of Credit Obligations, and after the expiration hereof, to the extent
not applied to the Letter of Credit Obligations, shall be returned to Applicant (unless otherwise
provided in the Credit Agreement or any other Loan Document).



9. Definitions.




          As used herein, the following terms shall have the following meanings:




          “Agent” shall have the meaning given such term in the Credit Agreement.




          “Agreement” shall mean, collectively, this Agreement each Application for Standby Letter of
Credit entered into between GE Capital and Applicant, the Joint Signature Agreement and the
Authorization and Agreement of Account Party appended hereto, as the same may be amended, modified,
supplemented or restated from time to time.




          “Applicant” shall mean the person or entity executing this Agreement as Applicant; provided
that if two or more persons or entities shall have executed this Agreement as Applicant or as Joint
Applicant, the terms “Applicant” and “Applicants” shall mean each and all of such persons and
entities, individually and collectively, except that, if the term “Applicant” is preceded by the
word “any” or “each” or a word or words of similar import, such terms shall be deemed to refer to
each of such persons or entities, individually.




          “Beneficiary” shall mean, as to any Credit, the beneficiary of that Credit.




          “Collateral” shall have the meaning given such term in the Credit Agreement.




          “Credit” shall mean a Standby Letter of Credit issued by GE Capital upon Applicant’s request
of GE Capital, as the same may be amended and supplemented from time to time, and any and all
renewals, increases, extensions and replacements thereof and therefor.




          “Credit Agreement” shall mean the Credit Agreement, dated as of April 7, 2010 among the
Applicant, the other credit parties signatory thereto, the lenders signatory thereto from time to
time and GE Capital as agent and as lender, as such Credit Agreement may be amended, modified,
supplemented or restated from time to time.




          “Default” shall have the meaning given such term in the Credit Agreement.




          “Dollar Equivalent” shall mean: a) the number of Dollars that is equivalent to an amount of a
currency other than Dollars, determined by applying the selling rate of Wachovia Bank National
Association or another bank of comparable size selected by GE Capital; or b) in the event that GE
Capital shall not at the time be offering such a rate, the amount of Dollars that GE Capital, in
its sole judgment, specifies as sufficient to reimburse or provide funds to GE Capital in respect
of amounts drawn or drawable under a Credit; in either case as and when determined by GE Capital.




          “Dollars” shall mean lawful currency of the United States of America.







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          “Draft” shall mean any draft (sight or time), receipt, acceptance, cable or other written
demand for payment.




          “Event of Default” shall have the meaning given such term in the Credit Agreement.




          “Guarantor” shall have the meaning given such term in the Credit Agreement.




          “Lenders” shall have the meaning given such term in the Credit Agreement.




          “Letter of Credit Obligations” shall have the meaning given such term in the Credit Agreement.




          “Loan Documents” shall have the meaning given such term in the Credit Agreement.




          “Loans” shall have the meaning given such term in the Credit Agreement.




          “Obligations” shall have the meaning given such term in the Credit Agreement.




          “Termination Date” shall mean the date on which (a) the Loans have been indefeasibly paid in
full; (b) all other Obligations under the Loan Documents have been discharged (other than
contingent indemnification Obligations to the extent no claim giving rise thereto has been
asserted), (c) all Letter of Credit Obligations have been cash collateralized in accordance with
the Credit Agreement, cancelled or, with the consent of Agent, backed by letters of credit
acceptable to Agent; (d) all Commitments have been terminated and (e) Agent and Lenders have been
released by the Credit Parties from all claims arising in connection with the Loan Documents.



10. Expenses; Indemnification.




          Applicant agrees to reimburse GE Capital and its subcontractors, servicers and agents upon
demand for and to indemnify and hold GE Capital and its subcontractors, servicers and agents
harmless from and against all claims, liabilities, losses, costs and expenses (“Indemnified
Liabilities”) including attorneys’ fees and disbursements, incurred or suffered by GE Capital and
its subcontractors, servicers and agents in connection with this Agreement or any Credit. Such
Indemnified Liabilities shall include, but not be limited to, all such Indemnified Liabilities
incurred or suffered by GE Capital and its subcontractors, servicers and agents in connection with
(a) GE Capital’s exercise of any right or remedy granted to it hereunder or under the Loan
Documents, (b) any claim and the prosecution or defense thereof arising out of or in any way
connected with this Agreement including, without limitation, as a result of any act or omission by
a Beneficiary, (c) the collection or enforcement of the Obligations, and (d) any of the events or
circumstances referred to in paragraph 3(b) hereof, including any defense by GE Capital in an
action in which Applicant obtains an injunction against presentation or honor of any Draft. None
of GE Capital or any subcontractor, servicer or agent of GE Capital shall be liable to Applicant
for any special, indirect, consequential or punitive damages arising with respect to any Credit.
Applicant must in all instances mitigate damages claimed against GE Capital or any subcontractor,
servicer or agent arising with respect to any Credit. If






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GE Capital honors a Draft
or presentation under a Credit for which Applicant claims it is not obligated to reimburse GE
Capital, Applicant shall nonetheless pay to GE Capital the amount paid by GE Capital, without
prejudice to Applicant’s claims against GE Capital to recover fees and costs paid by Applicant with
respect to the honored presentation plus any direct damages resulting therefrom which Applicant is
unable to avoid or reduce. Applicant’s prevailing in an action based on forgery or fraud of the
Beneficiary or other presenter does not relieve Applicant from its obligation to pay GE Capital’s
costs and expenses in contesting the entry or maintenance of injunctive relief.



11. Licenses; Insurance.




          If any Credit assures payment for goods to be imported, the Applicant shall procure or cause
the Beneficiaries of each Credit to procure promptly any necessary import and export or other
licenses for import or export or shipping of any goods referred to in or pursuant to such Credit
and to comply and to cause the Beneficiaries to comply with all foreign and domestic governmental
regulations in regard to the shipment and warehousing of such goods or otherwise relating to or
affecting such Credit, including governmental regulations pertaining to transactions involving
designated foreign countries or their nationals, and to furnish such certificates in that respect
as GE Capital may at any time require, and to keep such goods adequately covered by insurance in
amounts, with carriers and for such risks as shall be satisfactory to GE Capital, and to cause GE
Capital’s interest to be endorsed thereon, and to furnish GE Capital on demand with evidence
thereof. Should the insurance upon said goods for any reason be unsatisfactory to GE Capital, GE
Capital may, at its expense, obtain insurance satisfactory to it.



12. No Waivers of Rights Hereunder; Rights Cumulative.




          No delay by GE Capital in exercising any right hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any right preclude other or further exercises thereof
or the exercise of any other right. No waiver or amendment of any provision of this Agreement
shall be enforceable against GE Capital unless in writing and signed by an officer of GE Capital,
and unless it expressly refers to the provision affected, any such waiver shall be limited solely
to the specific event waived. All rights granted GE Capital hereunder shall be cumulative and
shall be supplementary of and in addition to those granted or available to GE Capital under the
Loan Documents or applicable law and nothing herein shall be construed as limiting any such other
right.



13. Continuing Agreement; Termination.




          This Agreement shall continue in full force and effect until the Termination Date (subject to
reinstatement, as provided in the Loan Documents).



14. Performance Standards.




          Notwithstanding any provision to the contrary herein, GE Capital reserves the right to decline
(i) any request made by the Applicant for the issuance of a Credit or (ii) any instruction provided
by the Applicant if, in its discretion, GE Capital determines that the issuance







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of such Credit or
the carrying out of such instruction contravenes GE Capital’s customary procedures or policy, ISP
98 or any applicable law, rule or regulation.



15. Governing Law; Jurisdiction; Certain Waivers.




     (a) This Agreement shall be governed by and interpreted and enforced in accordance with the
laws of the State of New York, and with respect to all security interests granted in connection
herewith, GE Capital shall have the rights and remedies of a secured party under applicable law,
including but not limited to the Uniform Commercial Code of New York. This Agreement supplements
the Loan Documents, including those provisions relating to Letter of Credit Obligations and, to the
extent of any inconsistency with the Loan Documents, this Agreement supersedes the Loan Documents.



     (b) APPLICANT AGREES THAT ALL ACTIONS AND PROCEEDINGS RELATING DIRECTLY OR INDIRECTLY TO THIS
AGREEMENT SHALL BE LITIGATED ONLY IN COURTS LOCATED WITHIN THE STATE OF NEW YORK AND THAT SUCH
COURTS ARE CONVENIENT FORUMS THEREFOR, AND APPLICANT SUBMITS TO THE PERSONAL JURISDICTION OF SUCH
COURTS.



     (c) Applicant waives personal service of process upon it and consents that any such service of
process may be made by certified or registered mail, return receipt requested, directed to
Applicant at its address last specified for notices hereunder, and service so made shall be deemed
completed two (2) days after the same shall have been so mailed.



     (d) APPLICANT WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BETWEEN IT AND
GE CAPITAL WAIVES THE RIGHT TO ASSERT IN ANY ACTION OR PROCEEDING WITH REGARD TO THIS AGREEMENT OR
ANY OF THE OBLIGATIONS ANY OFFSETS OR COUNTERCLAIMS WHICH IT MAY HAVE.



     (e) Each Credit and this Agreement shall be subject to the International Standby Practices,
International Chamber of Commerce Publication No. 590 (“ISP 98”) and the same are incorporated
herein by reference. Applicant is responsible for knowing applicable letter of credit law and
practice, including ISP 98. Solely for purposes of interpreting the ISP 98’s application to this
Agreement and Credits issued hereunder, GE Capital shall be deemed to be a “bank” as such term is
used in ISP 98. To the extent permitted by applicable law, this Agreement shall prevail in case of
a conflict with applicable law or ISP 98, and ISP 98 shall prevail in case of a conflict with
applicable law.


16. Notices.




          Any notice to GE Capital shall be effective only if in writing or by authenticated
teletransmission acceptable to GE Capital, as applicable, directed to the attention of and received
by GE Capital. Any notice to or demand on Applicant, or, if more than one Applicant executes this
Agreement, the Agent Applicant, shall be binding on all Applicants and shall be effective when made
to Applicant, or if more than one Applicant executes this Agreement, the Agent Applicant, by mail,
telegraph, facsimile, telephone or otherwise, in the case of mailed, telegraphed or cabled notices,
to the address appearing below such Applicant’s signature or at






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such other address as may hereafter
be specified in a notice designated as a notice of change of address under this paragraph, and in
the case of telephonic or facsimile notices, to the telephone
number of such Applicant appearing below Applicant’s signature. Any requirements under
applicable law of reasonable notice by GE Capital to Applicant of any event shall be met if notice
is given to Applicant or Agent Applicant, as the case may be, in the manner prescribed above at
least two days before (a) the date of such event or (b) the date after which such event will occur.



17. Applicant Status.




          The person identified in this Agreement as Applicant represents and warrants, except as
otherwise provided in this Agreement, that:




     (a) it acts for itself and for no other person in requesting issuance of each Credit for its
account;



     (b) it may be identified in each Credit as the “applicant,” “account party” or “customer” at
whose request and on whose instruction and for those account the Credit is issued;



     (c) it alone (acting through its officers) may authorize GE Capital to issue, amend, pay, or
otherwise act under any Credit; and



     (d) it alone has standing to enforce this Agreement or otherwise to assert the rights and
remedies of an applicant, including without limitation, to sue for any injunction against honor of
any Credit.


18. General.




     (a) If this Agreement is executed by two or more Applicants, they shall be jointly and
severally liable hereunder, and all provisions hereof regarding the Collateral shall apply to the
Obligations and Collateral of any or all of them.



     (b) This Agreement shall be binding upon the heirs, executors, administrators, assigns and
successors of each of the Applicant(s) and shall inure to the benefit of and be enforceable by GE
Capital and its respective successors, transferees and permitted assigns.



     (c) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof in that jurisdiction or
affecting the validity or enforceability of such provision in any other jurisdiction.



     (d) This Agreement shall be deemed to be a “Loan Document” for all purposes under the Credit
Agreement.



     (e) This Agreement may be executed in any number of separate counterparts, each of which shall
collectively and separately constitute one agreement.



[Remainder of Page Left Intentionally Blank]








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Date: August 31, 2010




Name of Applicant:




	 	 	 	 	 	 	 	 	 

	THE TALBOTS, INC.	 	 	 	GENERAL ELECTRIC CAPITAL CORPORATION
	 
	 	 	 	 	 	 	 	 
	By: 

	 	/s/ Michael Scarpa
	 	 	 	By: 
	 	/s/ Mark Forti
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Michael Scarpa
	 	 	 	 	 	Name: Mark Forti
	 

	 	Title: Chief Operating Officer,

          Chief Financial Officer and Treasurer
	 	 	 	 	 	Title: Duly Authorized Signatory





Address of Applicant:




One Talbots Drive, Hingham, MA 02043

Attention: Chief Operating Officer and Chief Financial Officer



Facsimile Number: (781) 741-7771









 









 








Joint Signature Agreement




          In consideration of your establishment from time to time of a Credit substantially as applied
for herein, it is further agreed that this Agreement shall be the joint and several agreement of
the undersigned and all property referred to in this Agreement as belonging to Applicant shall be
understood to refer to the joint property of any or all of the several Applicants as well as to the
individual property of each of them. The happening of any Event of Default as specified in
paragraph 6 of this Agreement with respect to any Applicant shall mature the obligations of all
Applicants. A demand made on any Applicant pursuant to paragraph 1 of this Agreement shall fix the
exchange rate as to all Applicants.




          It is agreed that The Talbots, Inc. shall appear in each Credit as Account Party and that The
Talbots, Inc. (“Agent Applicant”) has the exclusive right to issue all instructions on any and all
matters relating to such Credit, including, without limitation, instructions as to disposition of
documents and any unutilized funds, and waivers of discrepancies, and to agree with you upon any
amendments, modifications, extensions, renewals, or increases in such Credit or any other matter.




	 	 	 	 	 	 	 	 	 

	THE TALBOTS GROUP, LIMITED PARTNERSHIP,

Joint Applicant	 	 	 	TALBOTS CLASSICS FINANCE COMPANY, INC.,

Joint Applicant
	 
	 	 	 	 	 	 	 	 
	By: 

	 	/s/ Michael Scarpa
	 	 	 	By: 
	 	/s/ Michael Scarpa
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Michael Scarpa
	 	 	 	 	 	Name: Michael Scarpa
	 

	 	Title: Chief Operating Officer,
	 	 	 	 	 	Title: Vice President,
	 

	 	          Chief Financial Officer and Treasurer
	 	 	 	 	 	          Chief Financial Officer and Treasurer
	 

	 		 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TALBOTS CLASSICS, INC.,

Joint Applicant	 	 	 	TALBOTS IMPORT, LLC,

Joint Applicant
	 
	 	 	 	 	 	 	 	 
	By: 

	 	/s/ Michael Scarpa
	 	 	 	By: 
	 	/s/ Michael Scarpa
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Michael Scarpa
	 	 	 	 	 	Name: Michael Scarpa
	 

	 	Title: Vice President and Treasurer
	 	 	 	 	 	Title: Vice President and Treasurer
	 
	 	 	 	 	 	 	 	 
	BIRCH POND REALTY CORPORATION,

Joint Applicant	 	 	 	TALBOTS INTERNATIONAL RETAILING LIMITED,
INC.,

Joint Applicant
	 
	 	 	 	 	 	 	 	 
	By: 

	 	/s/ Michael Scarpa
	 	 	 	By: 
	 	/s/ Michael Scarpa
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Michael Scarpa
	 	 	 	 	 	Name: Michael Scarpa
	 

	 	Title: Vice President and Treasurer
	 	 	 	 	 	Title: Vice President and Treasurer
	 
	 	 	 	 	 	 	 	 
	TALBOTS (U.K.) RETAILING LIMITED,

Joint Applicant	 	 	 	TALBOTS (CANADA), INC.,

Joint Applicant
	 
	 	 	 	 	 	 	 	 
	By: 

	 	/s/ Michael Scarpa
	 	 	 	By: 
	 	/s/ Michael Scarpa
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Michael Scarpa
	 	 	 	 	 	Name: Michael Scarpa
	 

	 	Title: Vice President and Treasurer
	 	 	 	 	 	Title: Vice President and Treasurer
	 
	 	 	 	 	 	 	 	 
	Address of each Joint Applicants:	 	 	 	One Talbots Drive, Hingham, MA 02043
	 	 	 	 	 	 	Attention: COO and CFO
	 	 	 	 	 	 	Facsimile Number: (781) 741-7771






 









 






Authorization and Agreement of Account Party



Gentlemen:




     We hereby join the request of Applicant to issue from time to time the Credits, described on
page 1 with our name appearing as Account Party.



     In consideration of your issuing each Credit in this form it is agreed that Applicant has the
exclusive right to issue all instructions on any and all matters relating to such Credits
including, without limitation, instructions as to disposition of documents and any unutilized
funds, and waivers of discrepancies, and to agree with you upon any amendments, modifications,
extensions, renewals, or increases in each Credit or any other matters irrespective of whether the
same may now or hereafter affect our rights or those of our successors or assigns.



	 	 	 	 	 	 	 	 	 

	THE TALBOTS GROUP, LIMITED PARTNERSHIP, 

Account Party	 	 	 	TALBOTS CLASSICS FINANCE COMPANY, INC.,

Account Party
	 
	 	 	 	 	 	 	 	 
	By: 

	 	/s/ Michael Scarpa
	 	 	 	By: 
	 	/s/ Michael Scarpa
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Michael Scarpa
	 	 	 	 	 	Name: Michael Scarpa
	 

	 	Title: Chief Operating Officer,
	 	 	 	 	 	Title: Vice President,
	 

	 	          Chief Financial Officer and Treasurer
	 	 	 	 	 	          Chief Financial Officer and Treasurer
	 
	 	 	 	 	 	 	 	 
	TALBOTS CLASSICS, INC.,

Account Party	 	 	 	TALBOTS IMPORT, LLC,

Account Party
	 
	 	 	 	 	 	 	 	 
	By: 

	 	/s/ Michael Scarpa
	 	 	 	By: 
	 	/s/ Michael Scarpa
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Michael Scarpa
	 	 	 	 	 	Name: Michael Scarpa
	 
	 	Title: Vice President and Treasurer
	 	 	 	 	 	Title: Vice President and Treasurer

	 	 	 						
	BIRCH POND REALTY CORPORATION,

Account Party	 	 	 	TALBOTS INTERNATIONAL RETAILING LIMITED,
INC.,

 Account Party
	 
	 	 	 	 	 	 	 	 
	By: 

	 	/s/ Michael Scarpa
	 	 	 	By: 
	 	/s/ Michael Scarpa
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Michael Scarpa
	 	 	 	 	 	Name: Michael Scarpa
	 

	 	Title: Vice President and Treasurer
	 	 	 	 	 	Title: Vice President and Treasurer
	 
	 	 	 	 	 	 	 	 
	TALBOTS (U.K.) RETAILING LIMITED,

Joint Applicant	 	 	 	TALBOTS (CANADA), INC.,

Joint Applicant
	 
	 	 	 	 	 	 	 	 
	By: 

	 	/s/ Michael Scarpa
	 	 	 	By: 
	 	/s/ Michael Scarpa
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Michael Scarpa
	 	 	 	 	 	Name: Michael Scarpa
	 

	 	Title: Vice President and Treasurer
	 	 	 	 	 	Title: Vice President and Treasurer
	 
	 	 	 	 	 	 	 	 
	Address of each Account Party:	 	 	 	One Talbots Drive, Hingham, MA 02043
	 	 	 	 	 	 	Attention: COO and CFO
	 	 	 	 	 	 	Facsimile Number: (781) 741-7771