exv10w2






EXHIBIT 10.2




MASTER AGREEMENT




FOR




DOCUMENTARY 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, Documentary 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, arrange for
the issuance of Credits (as defined herein) through GE Capital Trade Services, Limited or another
subsidiary of GE Capital appointed in accordance with Section 3(d) (the “Issuer”), 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 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, Issuer
and each of their correspondents in relation to the Credits and all Drafts thereunder.




     2. Subrogation.



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




     3. Administration of Credit.



          (a) Applicant will promptly examine a copy of each Credit (and any amendments thereof) 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, Applicant will notify GE Capital
thereof in writing within two business days after its receipt of a copy of such Credit (and any
amendments thereof), and Applicant will conclusively be deemed to have waived any such claim
against GE Capital, Issuer and their subcontractors, servicers and agents unless such notice is
given as aforesaid.




          (b) Neither Issuer, GE Capital nor any of their correspondents shall be responsible for, and
neither Issuer’s and 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 Issuer, GE Capital or their subcontractors, servicers and agents or their respective
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 Issuer or 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
correspondent) or any consequences arising from causes beyond Issuer’s or 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 or Issuer required or permitted under any
(1) law or practice to which a Credit is subject, (2) applicable order, ruling or decree of any
court, arbitrator or governmental agency, or (3) published statement or interpretation on a matter
of law or practice; (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 and Issuer’s employees),
or (x) 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, Issuer may (1) act in reliance on any oral, telephone, 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
Issuer may then accept presentations of Drafts and documents for payment directly.







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          (c) Notwithstanding any waiver by Applicant of discrepancies in Drafts, documents or required
statements, GE Capital or Issuer, either one acting alone, has the right in its sole judgement, to
decline to approve any discrepancies and to refuse payment on that basis under any Credit issued
hereunder. Such right is in addition to and not in limitation of rights of Issuer under the UCP
(as defined in paragraph 15(e) below).




          (d) GE Capital may appoint any of its other subsidiaries as “Issuer” at any time and any such
Issuer may assign all or any portion of its rights under this Agreement or any Credit, including
without limitation any reimbursement obligation owing to it 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.




     4. Extensions, Increases and Modifications of Credit.



          Each Applicant agrees that GE Capital, acting through Issuer 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 Issuer; 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 Issuer 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 Issuer 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, Issuer,
or any other condition is imposed upon Issuer which imposes a cost upon Issuer, and the result, in
the determination of Issuer is to increase the cost to Issuer 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 Issuer hereunder, Applicant will pay to Issuer upon demand
such amounts required to compensate Issuer for such increased cost or reduction. In making the
determinations contemplated hereunder, Issuer may make such estimates, assumptions, allocations and
the like which Issuer in good faith determines to be appropriate, but Issuer’s selection thereof,
and Issuer’s determinations based thereon, shall be final and binding and conclusive upon
Applicant.







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     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 Issuer’s review of documents, then all discrepancies and other
irregularities of said documents shall be deemed waived by the Applicant, and Issuer 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 Issuer 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 Issuer 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, Issuer may direct GE Capital in its
capacity as Agent under the Credit Agreement to pursue any of the remedies provided for in the Loan
Documents, including without limitation declaring that all of the Obligations (including any such
Obligations 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, Issuer or any agent, servicer or subcontractor of either of them
may be subject or that due to currency fluctuations the Dollar Equivalent of the amount of a Credit
exceeds the amount of Dollars that Issuer in its sole judgment expected to be its maximum exposure
under such Credit, then Applicant will upon demand pay to GE Capital an 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.







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          “Agreement” shall mean, collectively, these terms and conditions each Application for
Documentary Letter of Credit entered into between GE Capital and/or Issuer 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 Documentary Letter of Credit issued by Issuer 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 First Union National Bank,
First Union Bank International or another bank of comparable size selected by Issuer; or b) in the
event that Issuer shall not at the time be offering such a rate, the amount of Dollars that Issuer,
in its sole judgment, specifies as sufficient to reimburse or provide funds to Issuer in respect of
amounts drawn or drawable under a Credit; in either case as and when determined by Issuer.




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




          “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.







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          “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 Issuer upon demand for and to indemnify and hold
GE Capital, Issuer and its correspondents 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/or Issuer and its correspondents in connection with any
Credit. Such Indemnified Liabilities shall include, but not be limited to, all such Indemnified
Liabilities incurred or suffered by GE Capital and/or Issuer and its correspondents in connection
with (a) GE Capital and/or Issuer’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
and/or Issuer in an action in which Applicant obtains an injunction against presentation or honor
of any Draft. None of GE Capital, Issuer or any correspondent shall be liable to Applicant for any
special, indirect, consequential or punitive damages arising with respect to any Credit. Applicant
must in all circumstances mitigate damages claimed against GE Capital or Issuer. If Issuer honors
a Draft or presentation under a Credit and GE Capital reimburses Issuer therefor, and Applicant
claims that it is not obligated to reimburse GE Capital for such Draft, Applicant shall nonetheless
pay to GE Capital the amount paid by GE Capital, without prejudice to Applicant’s claims against GE
Capital or Issuer 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 Issuer’s costs and expenses in
contesting the entry or maintenance of injunctive relief.







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     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 or Issuer 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 or Issuer 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 or Issuer
hereunder shall be cumulative and shall be supplementary of and in addition to those granted or
available to GE Capital or Issuer 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 of such Credit or
the carrying out of such instruction contravenes GE Capital’s customary procedures or policy 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 and Issuer 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






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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 OR ISSUER AND 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 Uniform Customs and Practice for
Documentary Credits (1993 Revision) International Chamber of Commerce Publication No. 500, or the
most recent revision thereof (the “UCP”), the terms of which are known to us, and the same shall be
considered as incorporated herein. Solely for purposes of interpreting the UCP’s application to
this Agreement and Credits issued hereunder, Issuer shall be deemed to be a “bank” as such term is
used in the UCP.




     16. Notices.



          Any notice to GE Capital or Issuer shall be effective only if in writing or by authenticated
teletransmission acceptable to GE Capital or Issuer, as applicable, directed to the attention of
and received by GE Capital or Issuer’s Letter of Credit Group, as applicable. 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 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 or
Issuer 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 seven days before (a) the date of such
event or (b) the date after which such event will occur.







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     17. Third Party Beneficiary.



          Applicant hereby acknowledges that Issuer is a third party beneficiary under this Agreement
and may enforce its rights under this Agreement directly against the Applicant as if Issuer were
named herein as a party.




     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, Issuer and their 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,	 	 	 	 	 	Title:	 	Duly Authorized Signatory	 	 
	 
	 	 	 	Chief Financial Officer and Treasurer	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 		 	 	 	 	 	 	 	 	 	 





Address of Applicant:




One Talbots Drive

Hingham, MA 02043

Attention: Chief Operating Officer and Chief Financial Officer

Fax No.: (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	 	 	 	TALBOTS CLASSICS FINANCE COMPANY,	 
	PARTNERSHIP, as Joint Applicant	 	 	 	INC., as Joint Applicant	 
	 
	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Michael Scarpa
 

	 	 	 	By:
	 	/s/ Michael Scarpa
 

	 
	 

	 	Name: Michael Scarpa
	 	 	 	 	 	Name: Michael Scarpa	 
	 

	 	Title: Chief Operating Officer,

          Chief Financial Officer and Treasurer
	 	 	 	 	 	Title: Vice President,

          Chief Financial Officer and Treasurer	 
	 
	 	 	 	 	 	 	 	 	 
	TALBOTS CLASSICS, INC., as Joint Applicant	 	 	 	TALBOTS IMPORT, LLC, as 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, as	 	 	 	TALBOTS INTERNATIONAL RETAILING	 
	Joint Applicant	 	 	 	LIMITED, INC., as 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,	 	 	 	TALBOTS (CANADA), INC.,	 
	as Joint Applicant	 	 	 	as 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 for Joint Applicants:

c/o The Talbots, Inc., One Talbots Drive, Hingham, MA 02043

Fax No.: (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,

          Chief Financial Officer and Treasurer
	 	 	 	 	 	Title: Vice President,

          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