exv10w1







	 	 	 	 	 



Exhibit 10.1




TWELFTH AMENDMENT OF REVOLVING CREDIT AGREEMENT





     TWELFTH AMENDMENT (this “Twelfth Amendment”), dated as of February 5, 2009, to the
REVOLVING CREDIT AGREEMENT dated as of January 25, 1994 (as amended and modified prior to the date
hereof, the “Agreement”) between THE TALBOTS, INC. (the “Borrower”) and SUMITOMO
MITSUI BANKING CORPORATION (as successor to The Sakura Bank, Limited, New York Branch) (the
“Bank”).



WITNESSETH:




     WHEREAS, the Borrower and the Bank wish to amend the Agreement in certain respects as set
forth herein;



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



ARTICLE I




DEFINITIONS




     Unless otherwise indicated, capitalized terms used herein and defined in the Agreement shall
have the respective meanings ascribed thereto in the Agreement.



ARTICLE II

AMENDMENTS





	2.01.	 	Definitions. Section 1(a) of the Agreement shall be amended by deleting the
following defined terms: “Capital Stock”, “Capitalized Lease Obligations”, “Consolidated
EBITDA”, “Consolidated EBITDAR”, “Consolidated Net Income”, “Consolidated Net Interest
Expense”, “Consolidated Net Worth”, “Disposition”, “Fixed Charge Coverage Ratio”, “GAAP”,
“Hedging Agreements”, “Indebtedness”, “Leverage Ratio”, “Operating Lease Obligations”,
“Subsidiary”, and “Total Indebtedness”.






	2.02.	 	Covenants. Section 10 of the Agreement shall be amended by deleting subsections
(f), (g), and (h), which are captioned, “Leverage Ratio”, “Net Worth”, and
“Fixed Charge Coverage Ratio”, respectively.





ARTICLE III

MISCELLANEOUS



3.01. Effectiveness. Conditioned on the truth and accuracy of the representations made in
Section 3.02 hereof, this Twelfth Amendment shall become effective as of the date hereof when the
Bank shall have received a copy of this Twelfth Amendment executed by the parties hereto.



3.02. Representations. The Borrower hereby represents and warrants that, after giving
effect to this Twelfth Amendment, except as disclosed to the Bank in writing prior to the date
hereof,



 









 






(i) no Event of Default exists, and (ii) all representations and warranties contained in the Agreement
are true and correct in all material respects. The Borrower makes the representations and
warranties in the Agreement with respect to its execution and delivery as to the execution and
delivery of this Twelfth Amendment.



3.03. Expenses. The Borrower agrees to pay on demand all out-of-pocket costs and expenses
incurred by the Bank in connection with the administration, modification and amendment of the
Agreement, as amended by this Twelfth Amendment, including, without limitation, the reasonable fees
and out-of-pocket expenses of counsel to the Bank with respect thereto and with respect to advising
the Bank as to its rights and responsibilities thereunder, and all costs and expenses, if any
(including, without limitation, reasonable counsel fees and expenses), in connection with the
enforcement thereof (whether through negotiations, legal proceedings or otherwise).



3.04. Ratification. The Agreement shall remain in full force and effect in its original
form when this Twelfth Amendment shall become effective except as heretofore amended and as the
Agreement is specifically amended by the terms of this Twelfth Amendment.



3.05. Cross-references. Any reference to the Agreement made in the Agreement or any
related document by either party hereto shall henceforth be to the Agreement as amended by this
Twelfth Amendment.



3.06. Execution in Counterparts. This Twelfth Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement.



3.07. Titles and Headings. The titles and headings of sections of this Twelfth Amendment
are intended for convenience only and shall not in any way affect the meaning or construction of
any provisions of this Twelfth Amendment.



3.08. Governing Law. This Twelfth Amendment shall be considered an agreement under the
laws in effect in the State of New York and for all purposes shall be construed in accordance with
such laws without giving effect to the conflict of laws provisions contained therein.




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Twelfth Amendment to be executed by
their respective officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 
	 	THE TALBOTS, INC.

 	 
	 	By:  	/s/ Carol Stone
 	 
	 	 	Name:  	Carol Stone 	 
	 	 	Title:  	Senior Vice President, Finance 	 
	 
	 	SUMITOMO MITSUI BANKING CORPORATION

 	 
	 	By:  	/s/ Manabu Hirabayashi
 	 
	 	 	Name:  	Manabu Hirabayashi 	 
	 	 	Title:  	Senior Vice President