-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CxKDzbpypHRnoGlwsylnuqDjHaTUu/Xxgl1myzZSHluugJpwYWt9XXCr54Te+D4H FZLB/uKU20zFQ7z4xmihyQ== 0000950135-07-000400.txt : 20070130 0000950135-07-000400.hdr.sgml : 20070130 20070130141905 ACCESSION NUMBER: 0000950135-07-000400 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070124 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070130 DATE AS OF CHANGE: 20070130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TALBOTS INC CENTRAL INDEX KEY: 0000912263 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 411111318 STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12552 FILM NUMBER: 07564051 BUSINESS ADDRESS: STREET 1: ONE TALBOTS DRIVE CITY: HINGHAM STATE: MA ZIP: 02043 BUSINESS PHONE: 7817497600 MAIL ADDRESS: STREET 1: ONE TALBOTS DRIVE CITY: HINGHAM STATE: MA ZIP: 02043 8-K 1 b63916tbe8vk.htm THE TALBOTS, INC. e8vk
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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) January 24, 2007
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))
 
 

 

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Item 1.01 Entry into a Material Definitive Agreement.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EX-10.1 Tenth Amendment, dated as of January 26, 2007
EX-10.2 Notice to Intention to Extend Revolving Credit Period, dated as of January 24, 2007
EX-10.3 Letter regarding Revolving Credit Agreement, dated January 12, 2007

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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 January 24, 2007, the Bank of Tokyo—Mitsubishi UFJ Trust Company approved an extension of its credit agreement with The Talbots, Inc. to January 25, 2009. The facility provides for maximum available borrowing of $8,000,000.
     On January 26, 2007, the Sumitomo Mitsui Banking Corporation approved an extension of its credit agreement with The Talbots, Inc. to January 26, 2009. The facility provides for maximum available borrowing of $16,000,000.
     On January 12, 2007, Mizuho Corporate Bank, Ltd. approved an extension of its credit agreement with The Talbots, Inc. to January 25, 2009. The facility provides for maximum available borrowing of $18,000,000.
     All of the credit facilities can be extended annually upon mutual agreement. Interest terms on the unsecured revolving credit agreements 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.
10.1   Tenth Amendment, dated as of January 26, 2007, to the Revolving Credit Agreement between The Talbots, Inc. and Sumitomo Mitsui Banking Corporation
 
10.2   Notice of Intention to Extend Revolving Credit Period, dated as of January 24, 2007, between Talbots, Inc. and the Bank of Tokyo-Mitsubishi UFJ Trust Company.
 
10.3   Letter regarding Revolving Credit Agreement, dated as of January 12, 2007, between The Talbots, Inc. and Mizuho Corporate Bank, Ltd.

 

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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 January 30, 2007  By:   /s/ Carol Stone    
    Name:   Carol Stone   
    Title:   Vice President, Corporate Controller   
 

 

EX-10.1 2 b63916tbexv10w1.txt EX-10.1 TENTH AMENDMENT, DATED AS OF JANUARY 26, 2007 Exhibit 10.1 TENTH AMENDMENT (this "Tenth Amendment"), dated as of January 26, 2007, to the REVOLVING CREDIT AGREEMENT dated as of January 25, 1994 (as amended and modified prior to the date hereof, the "Credit 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, pursuant to Section 14(j)(i) of the Credit Agreement, the Borrower has requested that the Bank extend the Revolving Credit Period for one additional year, so that such period would expire on January 26, 2009; WHEREAS, the Bank is willing to grant such extension, conditioned on the Borrower's agreement to amend the Credit Agreement provided 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 Credit Agreement shall have the respective meanings ascribed thereto in the Credit Agreement. ARTICLE II EXTENSION OF REVOLVING CREDIT PERIOD The Bank hereby notifies the Borrower of its acceptance of the Borrower's request to extend the expiration date of the Revolving Credit Period to January 26, 2009. In accordance with Section 14(j)(iii) of the Credit Agreement, the Revolving Credit Period is extended to such date. ARTICLE III MISCELLANEOUS 3.01. Effectiveness. Conditioned on the truth and accuracy of the representations made in Section 3.02 hereof, this Tenth Amendment shall become effective as of the date hereof when the Bank shall have received a copy of this Tenth Amendment executed by the parties hereto. 3.02. Representations. The Borrower reaffirms the representations and warranties in the Agreement as made as of the date hereof and confirms that both before and after giving effect to this Tenth Amendment there is and will be no Event of Default under the Agreement. 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 Tenth 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 Tenth 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 Credit Agreement shall remain in full force and effect in its original form when this Tenth Amendment shall become effective except as the Credit Agreement is specifically amended by the terms of this Tenth Amendment. 3.05. Cross-references. Any reference to the Credit Agreement made in the Credit Agreement or any related document by either party hereto shall henceforth be to the Credit Agreement as amended by this Tenth Amendment. 3.06. Execution in Counterparts. This Tenth 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 Tenth Amendment are intended for convenience only and shall not in any way affect the meaning or construction of any provisions of this Tenth Amendment. 3.08. Governing Law. This Tenth 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 Tenth Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written. THE TALBOTS, INC. By: /s/ Edward L. Larsen ------------------------------------ Name: ---------------------------------- Title: --------------------------------- SUMITOMO MITSUI BANKING CORPORATION By: /s/ Masahiko Ohara ------------------------------------ Masahiko Ohara Senior Vice President EX-10.2 3 b63916tbexv10w2.txt EX-10.2 NOTICE TO INTENTION TO EXTEND REVOLVING CREDIT PERIOD, DATED AS OF JANUARY 24, 2007 Exhibit 10.2 (BANK OF TOKYO-MITSUBISHI UFJ LOGO) BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY Member FDIC 1251 Avenue of the Americas New York, NY 10020-1104 Tel: 212-782-4000 January 24, 2007 Talbots, Inc. 175 Beal Street Hingham, MA 02043 Attention: Mr. Edward L. Larsen Re: Notice of Intention to Extend Revolving Credit Period Dear Sir: We refer to (a) that certain Revolving Credit Agreement dated as of January 25, 1994 (as amended, supplemented, or otherwise modified from time to time, the "Agreement"), between TALBOTS, INC. (the "Company") and Bank of Tokyo-Mitsubishi UFJ Trust Company (f/k/a Bank of Tokyo-Mitsubishi Trust Company, which in turn was the successor to The Bank of Tokyo Trust Company, the "Bank"), and (b) the Company's letter to the Bank dated as of December 15, 2006, pursuant to which the Company requested that the Bank extend the "Revolving Credit Period" of the Revolving Credit Facility under Section 14(j)(i) of the Agreement. Unless otherwise indicated, all capitalized terms used herein shall have the meaning ascribed to such terms in the Agreement. The Bank hereby notifies you that it will extend the Revolving Credit Period of the Revolving Credit Facility for a new term beginning on January 25, 2008 and ending on January 25, 2009, provided that no "Event of Default" shall have occurred or be continuing under Section 11 of the Agreement on January 25, 2008. Very truly yours, BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY By /s/ Yasuo Kitani ------------------------------------- Name: Yasuo Kitani Title: Senior Vice President & Manager EX-10.3 4 b63916tbexv10w3.txt EX-10.3 LETTER REGARDING REVOLVING CREDIT AGREEMENT, DATED JANUARY 12, 2007 Exhibit 10.3 (MIZUHO LOGO) 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 January 12, 2007 The Talbots, Inc. One Talbots Drive Hingham, Massachusetts 02043 Attention: Edward L. Larsen, Senior Vice President, Finance & CFO Re: Revolving Credit Agreement, dated as of January 28, 2004, 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 December 15, 2006 requesting the extension of the Maturity Date and Revolving Credit Termination Date (as such terms are defined in the Agreement) to January 25, 2009. 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 "January 25, 2008" 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 "January 25, 2009". 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 -----END PRIVACY-ENHANCED MESSAGE-----