AGREEMENT AND PLAN OF MERGER by and among The Talbots, Inc., TLB Holdings LLC, and TLB Merger Sub Inc. dated as of May 30, 2012Merger Agreement • June 15th, 2012 • TLB Merger Sub Inc. • Retail-women's clothing stores • Delaware
This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 30, 2012, is entered into by and among TLB Holdings LLC, a Delaware limited liability company ("Parent"), TLB Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent ("Sub"), and The Talbots, Inc., a Delaware corporation (the "Company"). Each of Parent, Sub and the Company are referred to herein as a "Party" and together as "Parties." Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X.
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • June 15th, 2012 • TLB Merger Sub Inc. • 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 15th, 2012 • TLB Merger Sub Inc. • 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.Term Loan Agreement • June 15th, 2012 • TLB Merger Sub Inc. • Retail-women's clothing stores
WAIVER TO AGREEMENT AND PLAN OF MERGERWaiver to Agreement and Plan of Merger • June 15th, 2012 • TLB Merger Sub Inc. • 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.
General Electric Capital CorporationCommitment Letter • June 15th, 2012 • TLB Merger Sub Inc. • Retail-women's clothing stores • Delaware
