CONFIDENTIALITY AGREEMENTConfidentiality Agreement • January 30th, 2012 • Sycamore Partners, L.P. • Retail-women's clothing stores • New York
This Confidentiality Agreement (this “Agreement”) is dated as of January 27, 2012 by and between Sycamore Partners Management, L.L.C., a Delaware limited liability company (the “Receiving Party”) and The Talbots, Inc., a Delaware corporation (together with its subsidiaries, the “Company”).
LIMITED GUARANTEELimited Guarantee • June 1st, 2012 • Sycamore Partners, L.P. • Retail-women's clothing stores • Delaware
THIS LIMITED GUARANTEE, dated as of May 30, 2012 (this “Limited Guarantee”), is made by Sycamore Partners, L.P., a Delaware limited partnership, and Sycamore Partners A, L.P., a Delaware limited partnership (collectively, the “Guarantor”), in favor of The Talbots, Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated on or about the date hereof (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among the Company, TLB Holdings LLC, a Delaware limited liability company (“Parent”), and TLB Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
TLB Merger Sub Inc. c/o Sycamore Partners Management, L.L.C.Merger Sub • June 1st, 2012 • Sycamore Partners, L.P. • Retail-women's clothing stores • Delaware
WAIVER TO AGREEMENT AND PLAN OF MERGERWaiver to Agreement and Plan of Merger • June 13th, 2012 • Sycamore Partners, L.P. • Retail-women's clothing stores
This WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Waiver”), dated June 12, 2012, is made by and among The Talbots, Inc., a Delaware corporation (the “Company”), TLB Holdings LLC, a Delaware limited liability company (“Parent”), and TLB Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”) and waives certain provisions (as set forth herein) of that certain Agreement and Plan of Merger, dated May 30, 2012 (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among the Company, Parent and Sub. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
May 22, 2012Sycamore Partners, L.P. • May 23rd, 2012 • Retail-women's clothing stores • Delaware
We refer to our Exclusivity Agreement dated May 5, 2012 (as amended by that certain letter agreement between Sycamore and the Company dated May 15, 2012, the “Exclusivity Agreement”). All terms used, but not defined, in this letter have the meanings given to them in the Exclusivity Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • August 1st, 2011 • Sycamore Partners, L.P. • Retail-women's clothing stores
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of The Talbots, Inc., and that this agreement be included as an Exhibit 99.1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
May 15, 2012Exclusivity Agreement • May 16th, 2012 • Sycamore Partners, L.P. • Retail-women's clothing stores • Delaware
We refer to our Exclusivity Agreement dated May 5, 2012 (the “Exclusivity Agreement”). All terms used, but not defined, in this letter have the meanings given to them in the Exclusivity Agreement.
