Re: Confidentiality AgreementGiraffe Holding, Inc. • October 25th, 2010 • Apparel & other finishd prods of fabrics & similar matl • Delaware
In connection with your consideration of a possible negotiated transaction (a “Possible Transaction”) involving The Gymboree Corporation, a Delaware corporation (together with its subsidiaries, the “Company”), the Company is prepared to make available to you and your Representatives (as hereinafter defined) certain information concerning the Company. As a condition to being furnished such information, you agree that you will, and will cause your Representatives to, treat the Evaluation Material (as hereinafter defined) in accordance with the provisions of this letter agreement. The term “Representatives” shall mean, as to any party, its affiliates, partners, members, directors, officers, employees, agents, advisors (including, without limitation, attorneys, accountants, consultants, bankers, and financial advisors) and representatives of any of the foregoing; provided, however, that, as applied to you, the term “Representatives” shall only mean those of your Representatives who receive
Giraffe Holding, Inc. Boston, MA 02199 Ladies and Gentlemen:Giraffe Holding, Inc. • October 25th, 2010 • Apparel & other finishd prods of fabrics & similar matl • Delaware
This letter agreement sets forth the commitment of Bain Capital Fund X, L.P. (the “Fund”), subject to the terms and conditions contained herein, to purchase certain equity interests of Giraffe Holding, Inc., a newly formed Delaware corporation (the “Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) to be entered into as of the date hereof, among the Parent, The Gymboree Corporation (the “Company”) and Giraffe Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Sub”), Acquisition Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of such Merger and a wholly-owned subsidiary of the Parent. Each capitalized term used and not defined herein shall have the meaning ascribed thereto in the Merger Agreement.
Re: Amendment to Confidentiality AgreementGiraffe Holding, Inc. • October 25th, 2010 • Apparel & other finishd prods of fabrics & similar matl
Reference is made to that certain Confidentiality Agreement, dated August 9, 2010 (the “Confidentiality Agreement”), by and between The Gymboree Corporation, a Delaware corporation (together with its subsidiaries, the “Company”) and Bain Capital Partners, LLC (“you”). The Company and you hereby agree as follows:
GUARANTYGuaranty • October 25th, 2010 • Giraffe Holding, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This limited guaranty, dated as of October 11, 2010 (this “Guaranty”), by Bain Capital Fund X, L.P. (the “Guarantor”) is in favor of The Gymboree Corporation, a Delaware corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among the Company, Giraffe Holding, Inc. (“Parent”), and Giraffe Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”). Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to them in the Merger Agreement.
