8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 18, 2006

THE TALBOTS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-12552	41-1111318
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Talbots Drive, Hingham, Massachusetts	02043
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (781) 749-7600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Section 1 – Registrant’s Business and Operations

Item 1.01      Entry into a Material Definitive Agreement.

Renewal of Banking Facilities

     On April 18, 2006, The Talbots, Inc. (the “Company”) received notice from Mizuho Corporate Bank, Ltd. (the “Bank”) that the Bank had approved an extension of its credit agreement with the Company to April 17, 2008. The facility provides for maximum available borrowing of $18,000,000 and can be extended annually upon mutual agreement. Interest terms on the unsecured revolving credit agreement are fixed, at the Company’s option, for periods of one, three, or six months.

Section 9 – Financial Statements and Exhibits

Item 9.01      Financial Statements and Exhibits.

     (d)      Exhibits.

99.1 Letter Re: Revolving Credit Agreement, dated as of April 17, 2003, as amended, between The Talbots, Inc., as Borrower, and Mizuho Corporate Bank, Ltd., as Lender

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE TALBOTS, INC.
Date April 20, 2006	By:	/s/ Edward L. Larsen
		Name:	Edward L. Larsen
		Title:	Senior Vice President, Finance Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1
 

	Mizuho Corporate Bank, Ltd.
	New York Branch
	1251 Avenue of the Americas
	New York, NY 10020-1104
	Tel (212) 282-3000 Fax (212) 282-4250
	Telex ATT 420802 MCI 170998

April 10, 2006

The Talbots, Inc.
175 Beal Street
Hingham, Massachusetts 02043
Attention: Edward L. Larsen, Senior Vice President, Finance & CFO

Re: Revolving Credit Agreement, dated as of April 17, 2003, as amended, between The Talbots, Inc., as Borrower, and Mizuho Corporate Bank, Ltd., as Lender (the “Agreement”)

Dear Sirs:

We are in receipt of your letter to us dated March 9, 2006 requesting the extension of the Maturity Date and Revolving Credit Termination Date (as such terms are defined in the Agreement) to April 17, 2008. Unless otherwise defined, all capitalized terms used herein shall have the meanings provided in the Agreement.

We hereby accept and grant such request and accordingly, effective on the date hereof, the date “April 17, 2007” set forth in the definitions of each of the terms “Maturity Date” and “Revolving Credit Termination Date” in the Agreement shall be replaced with date “April 17, 2008”.

Except as expressly set forth herein, this letter shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lender under the Agreement, the Note or any other Loan Document and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in any of the Agreement, the Note and the other Loan Documents, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

Very truly yours,
 

/s/ Keiji Takada
 

Keiji Takada, 

Deputy General Manager