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