WITNESSETH:Loan Agreement • May 8th, 2006 • Talbots Inc • Retail-women's clothing stores • Massachusetts
Exhibit 99.2 AMENDMENT No. 2 to REVOLVING CREDIT AGREEMENT Amendment No. 2, dated as of April 17, 2005 (the "Amendment"), to the Revolving Credit Agreement dated as of April 17, 2003, as amended, supplemented, restated or otherwise modified prior to...Revolving Credit Agreement • April 18th, 2005 • Talbots Inc • Retail-women's clothing stores • New York
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated as of November 23, 1998, between H. JAMES METSCHER (the "Executive") and THE TALBOTS, INC., a Delaware corporation (the "Company"). W I T N E S S E T H WHEREAS, the Company desires to...Employment Agreement • April 29th, 1999 • Talbots Inc • Retail-women's clothing stores • Massachusetts
Exhibit 10.33 AMENDMENT TO LICENSE AGREEMENTLicense Agreement • May 1st, 1997 • Talbots Inc • Retail-women's clothing stores
Exhibit 10.11 THE TALBOTS, INC. CHANGE IN CONTROL AGREEMENT John Fiske c/o The Talbots, Inc. One Talbots Drive Hingham, Massachusetts 02043 Dear Mr. Fiske: This agreement (the "Agreement") reflects our mutual understanding regarding payments to be...Control Agreement • June 14th, 2007 • Talbots Inc • Retail-women's clothing stores • Massachusetts
Date: _______ THE TALBOTS, INC. EXECUTIVE STOCK BASED INCENTIVE PLAN 1997 NONQUALIFIED STOCK OPTION AGREEMENT To: Name: _______________ Title: _______________ We are pleased to notify you that by the determination of the Compensation Committee (herein...Talbots Inc • March 28th, 2001 • Retail-women's clothing stores
ARTICLE IFourth Amendment • May 1st, 1998 • Talbots Inc • Retail-women's clothing stores • New York
THIRD AMENDMENT TO CREDIT AGREEMENT THIRD AMENDMENT, dated as of January 29, 1999 (the "Third Amendment") by and between TALBOTS INC. (the "Borrower") and BANK OF TOKYO-MITSUBISHI TRUST COMPANY (f/k/a The Bank of Tokyo Trust Company, the "Bank"). W I...Credit Agreement • November 24th, 1999 • Talbots Inc • Retail-women's clothing stores • New York
April 12, 2005 To: The Talbots, Inc. Re: Revolving Credit Agreement dated as of January 25, 1994; First Amendment, dated as of November 21, 1995; Second Amendment, dated as of April 18, 1996; Third Amendment, dated as of April 17, 1998; and Fourth...Agreement • April 18th, 2005 • Talbots Inc • Retail-women's clothing stores
Re: Revolving Credit Agreement dated as of January 25, 1994; First Amendment, dated as of November 21, 1995; Second Amendment, dated as of April 18, 1996; Third Amendment, dated as of April 17, 1998; and Fourth Amendment Agreement, dated as of April 16, 1999, between The Talbots, Inc. as borrower, and The Norinchukin Bank (the "Agreement").
ARTICLE IThird Amendment • May 1st, 1998 • Talbots Inc • Retail-women's clothing stores • New York
Letterhead of The Norinchukin Bank] Acceptance Of Extension April 14, 2000 To: The Talbots, Inc. Re: Revolving Credit Agreement dated as of January 25, 1994; First Amendment, dated as of November 21, 1995; Second Amendment, dated as of April 18, 1996;...Agreement • May 18th, 2000 • Talbots Inc • Retail-women's clothing stores
Re: Revolving Credit Agreement dated as of January 25, 1994; First Amendment, dated as of November 21, 1995; Second Amendment, dated as of April 18, 1996; Third Amendment, dated as of April 17, 1998; and Fourth Amendment Agreement, dated as of April 16, 1999, between The Talbots, Inc. as borrower, and The Norichukin Bank (the "Agreement") --------------------------------------------------------------
Exhibit 10.38 THIRD AMENDMENT AGREEMENT THIS THIRD AMENDMENT AGREEMENT (this "Amendment") is made as of April 17, 1998 between The Talbots, Inc. (the "Borrower") and The Norinchukin Bank, New York Branch (the "Bank"). W I T N E S S E T H: WHEREAS, the...Third Amendment Agreement • May 1st, 1998 • Talbots Inc • Retail-women's clothing stores • New York
ACCEPTANCE OF EXTENSIONFourth Amendment Agreement • April 29th, 1999 • Talbots Inc • Retail-women's clothing stores • New York
Exhibit 10.10 GRANT AGREEMENT THIS GRANT AGREEMENT (the "Agreement") is entered into this 1st day of March, 2007 by and among The Talbots, Inc., a Delaware corporation ("Talbots"), The J. Jill Group, Inc., a Delaware corporation (as successor...Grant Agreement • June 14th, 2007 • Talbots Inc • Retail-women's clothing stores • Massachusetts
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 16, 2012 by and among THE TALBOTS, INC., THE TALBOTS GROUP, LIMITED PARTNERSHIP, and TALBOTS CLASSICS FINANCE COMPANY, INC., as the Borrowers, THE OTHER PERSONS PARTY HERETO THAT ARE...Credit Agreement • February 17th, 2012 • Talbots Inc • Retail-women's clothing stores • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of February 16, 2012, by and among THE TALBOTS, INC., a Delaware corporation (the “Company”), THE TALBOTS GROUP, LIMITED PARTNERSHIP, a Massachusetts limited partnership (“Talbots Group”), TALBOTS CLASSICS FINANCE COMPANY, INC., a Delaware corporation (“Talbots Finance”) (the Company, the Talbots Group and Talbots Finance are sometimes referred to herein collectively as the “Borrowers” and individually as a “Borrower”), the Company, as Borrower Representative, each other Person from time to time party hereto as a “Credit Party”, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for i
Exhibit 10.36 CREDIT AGREEMENT This CREDIT AGREEMENT (this "Agreement") is dated as of April 17, 1998 and is by and between TALBOTS, INC. (the "Borrower"), a corporation duly organized and validly existing under the laws of the State of Delaware, and...Credit Agreement • May 1st, 1998 • Talbots Inc • Retail-women's clothing stores • New York
WAIVER AND CONSENTWaiver and Consent • June 14th, 2007 • Talbots Inc • Retail-women's clothing stores
THE TALBOTS, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Rights AgreementRights Agreement • August 2nd, 2011 • Talbots Inc • Retail-women's clothing stores • Delaware
Rights Agreement (this “Rights Agreement”), dated as of August 1, 2011, by and between The Talbots, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”).
Exhibit 10.2 February 23, 2007 The Talbots, Inc. 1 Talbots Drive Hingham, MA 02043 Attn: Mr. Edward L. Larsen Senior Vice President, Finance Chief Financial Officer and Treasurer Re: Uncommitted Line of Credit -------------------------- Ladies and...Talbots Inc • February 23rd, 2007 • Retail-women's clothing stores
We are pleased to advise you that BANK OF AMERICA, N.A. (the "Lender") has established for THE TALBOTS, INC., a Delaware corporation (the "Borrower"), an uncommitted line of credit with aggregate advances ("Loans") outstanding thereunder not at any time to exceed $5,000,000. The terms and conditions of such discretionary credit facility are as follows:
WITNESSETH:Eighth Amendment • February 1st, 2005 • Talbots Inc • Retail-women's clothing stores • New York
WITNESSETH:Tenth Amendment • January 30th, 2007 • Talbots Inc • Retail-women's clothing stores • New York
SEVERANCE AGREEMENTSeverance Agreement • September 10th, 2009 • Talbots Inc • Retail-women's clothing stores • Massachusetts
This Severance Agreement (the “Agreement”) is made as of April 30, 2009, between The Talbots, Inc., a Delaware corporation (together with its subsidiaries, the “Company”) and Richard T. O’Connell, Jr. (the “Executive”). This Agreement sets forth the agreement of the parties relating to the severance arrangements for the Executive under certain circumstances. Capitalized terms used in this Agreement are defined in Section 7 hereof.
ARTICLE IFifth Amendment • April 25th, 2000 • Talbots Inc • Retail-women's clothing stores • New York
REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 2nd, 2009 • Talbots Inc • Retail-women's clothing stores • New York
REVOLVING CREDIT AGREEMENT, dated as of February 26, 2009 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), between THE TALBOTS, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Borrower”), and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., a Japanese banking corporation, acting through its New York Branch (together with its successors and assigns, the “Lender”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2010 • Talbots Inc • Retail-women's clothing stores • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of April 7, 2010, is made and entered into by and among The Talbots Inc., a Delaware corporation (the “Company”), BPW Acquisition Corp., a Delaware corporation, (“BPW”), Perella Weinberg Partners Acquisition LP, a Delaware limited partnership, and BNYH BPW Holdings LLC, a Delaware limited liability company (each a “Sponsor” and together the “Sponsors”), the other parties listed under “Holders” on the signature page hereto and any person or entity who hereafter becomes a party to this Agreement as contemplated by Section 4.02 of this Agreement (each such party, and each of the Sponsors, a “Holder” and collectively the “Holders”).
SIXTH EXTENSION OF SHARE REPURCHASE PROGRAM THIS AGREEMENT is entered into as of March 14, 2001 between THE TALBOTS, INC., a Delaware corporation ("Talbots") and JUSCO (U.S.A.), INC., a Delaware corporation ("JUSCO USA"). WHEREAS, Talbots originally...Share Repurchase Program • April 12th, 2001 • Talbots Inc • Retail-women's clothing stores
THE TALBOTS, INC. CHANGE IN CONTROL AGREEMENTControl Agreement • April 16th, 2009 • Talbots Inc • Retail-women's clothing stores • Massachusetts
This agreement (the “Agreement”) reflects our mutual understanding regarding payments to be made to, and benefits to be received by, you in the event your employment with The Talbots, Inc., a Delaware corporation (including its subsidiaries, the “Company”), is terminated by the Company within twelve (12) months following a Change in Control. This Agreement shall become effective on your employment commencement date. The capitalized termed used in this Agreement that are not otherwise defined herein shall have the meanings given to such terms in Appendix A hereto, incorporated herein by this reference and hereby made a part hereof.
AGREEMENT AND PLAN OF MERGER by and among The Talbots, Inc., TLB Holdings LLC, and TLB Merger Sub Inc. dated as of May 30, 2012Agreement and Plan of Merger • June 1st, 2012 • Talbots 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.
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • June 1st, 2012 • Talbots Inc • Retail-women's clothing stores • Delaware
This Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of May 30, 2012, between The Talbots, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”), amends that certain Rights Agreement, dated as of August 1, 2011 (the “Rights Agreement”).
THE TALBOTS, INC. CHANGE IN CONTROL AGREEMENTChange in Control Agreement • April 16th, 2009 • Talbots Inc • Retail-women's clothing stores • Massachusetts
This agreement (the “Agreement”) reflects our mutual understanding regarding payments to be made to, and benefits to be received by, you in the event your employment with The Talbots, Inc., a Delaware corporation (including its subsidiaries, the “Company”), is terminated by the Company within twelve (12) months following a Change in Control. This Agreement shall become effective on your employment commencement date (April 6, 2009). The capitalized termed used in this Agreement that are not otherwise defined herein shall have the meanings given to such terms in Appendix A hereto, incorporated herein by this reference and hereby made a part hereof.
THE TALBOTS, INC.Contract Contract • July 1st, 1999 • Talbots Inc • Retail-women's clothing stores
AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT Dated as of February 16, 2012 by THE TALBOTS, INC., THE TALBOTS GROUP, LIMITED PARTNERSHIP, and TALBOTS CLASSICS FINANCE COMPANY, INC., as the Borrowers, and EACH OTHER GRANTOR FROM TIME TO TIME...Guaranty and Security Agreement • February 17th, 2012 • Talbots Inc • Retail-women's clothing stores • New York
AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT, dated as of February 16, 2012, by THE TALBOTS, INC., a Delaware corporation (the “Company”), THE TALBOTS GROUP, LIMITED PARTNERSHIP, a Massachusetts limited partnership (the “Talbots Group”), TALBOTS CLASSICS FINANCE COMPANY, INC., a Delaware corporation (“Talbots Finance” and, together with the Company and the Talbots Group, collectively, the “Borrowers”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Borrowers, the “Grantors”), in favor of General Electric Capital Corporation (“GE Capital”), as administrative agent (in such capacity, together with its successors and permitted assigns, “Agent”) for the Lenders and each other Secured Party (each as defined in the Credit Agreement referred to below).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • June 27th, 2012 • Talbots 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”).
CREDIT AGREEMENT Dated as of April 7, 2010 by and among THE TALBOTS, INC., THE TALBOTS GROUP, LIMITED PARTNERSHIP, and TALBOTS CLASSICS FINANCE COMPANY, INC., as the Borrowers, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES,...Credit Agreement • April 8th, 2010 • Talbots Inc • Retail-women's clothing stores • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of April 7, 2010, by and among THE TALBOTS, INC., a Delaware corporation (the “Company”), THE TALBOTS GROUP, LIMITED PARTNERSHIP, a Massachusetts limited partnership (“Talbots Group”), TALBOTS CLASSICS FINANCE COMPANY, INC., a Delaware corporation (“Talbots Finance”) (the Company, the Talbots Group and Talbots Finance are sometimes referred to herein collectively as the “Borrowers” and individually as a “Borrower”), the Company, as Borrower Representative, each other Person from time to time party hereto as a “Credit Party”, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender (includ
SEVERANCE AGREEMENTSeverance Agreement • September 12th, 2007 • Talbots Inc • Retail-women's clothing stores • Massachusetts
This Severance Agreement (the “Agreement”) is made as of August 6, 2007, between The Talbots, Inc., a Delaware corporation (together with its subsidiaries, the “Company”) and Edward L. Larsen (the “Executive”). This Agreement sets forth the agreement of the parties relating to the severance arrangements for the Executive under certain circumstances. Capitalized terms used in this Agreement are defined in Section 8 hereof.
