Jill Acquisition LLC c/o Golden Gate Private Equity, Inc. One Embarcadero Center 39th Floor San Francisco, California 94111 September 30, 2009

Exhibit 2.2

Xxxx Acquisition LLC
c/o Golden Gate Private Equity, Inc.
Xxx Xxxxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000

September 30, 2009

The Talbots, Inc.
Xxx Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attention: General Counsel
Telecopy: (000) 000-0000

Dear Sir or Madam:

     We refer to that certain Asset Purchase Agreement, dated as of June 7, 2009, as amended July 2, 2009 (the “Agreement”), by and among The Talbots, Inc., a Delaware corporation (“Parent”), The Talbots Group, Limited Partnership, a Massachusetts limited partnership (“TGLP”), J. Xxxx, LLC, a New Hampshire limited liability company (“J. Xxxx”), and Birch Pond Realty Corporation, a Delaware corporation ( “Birch Pond” and, together with TGLP, J. Xxxx and Parent, each a “Seller” and, collectively, the “Sellers”), and Xxxx Acquisition LLC, a Delaware limited liability company (“Buyer”). Capitalized terms used in this letter agreement without definition shall have the respective meanings ascribed thereto in the Agreement.

     Each of the Sellers and Buyer agree that Section 2.4(a) of the Agreement is hereby amended by deleting the words “ninety (90) days” in the first sentence of such section and inserting in lieu thereof the words “one hundred twenty (120) days”.

     Each of the Sellers and Buyer agree that Section 6.2 of the Agreement is hereby amended by deleting the words “one hundred twenty (120) days” in the first sentence of such section and inserting in lieu thereof the words “one hundred fifty (150) days”.

     Except as expressly provided herein, this letter agreement shall not constitute an amendment, modification or waiver of any provision of the Agreement, which shall continue and remain in full force and effect in accordance with its terms (as amended by this letter agreement).

     This letter agreement shall be governed by and construed under the Laws of the State of New York (without regard to the conflict of law principles thereof).

     This letter agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any facsimile copies hereof or signature hereon shall , for all purposes, be deemed originals,

	Sincerely, XXXX ACQUISITION LLC
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	CFO

Accepted and agreed to as of the date first above-written:

THE TALBOTS, INC.

By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	COO & CFO
THE TALBOTS GROUP, LIMITED PARTNERSHIP
By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	COO & CFO
J. XXXX, LLC
By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	COO & CFO
BIRCH POND REALTY CORPORATION
By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	President

cc: Xxxxx & XxXxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
                 Xxxxx-Do Gong, Esq.
Telecopy: (000) 000-0000

Xxx Xxxxxx LLP
000 Xxxxxx Xxxxx
Xxxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Telecopy: (000) 000-0000

Xxxxxxxx & Xxxxx LLP
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Mikaal Shoaib, Esq.
                 Xxxxxx Xxxxx, Esq.
Telecopy: 000-000-0000