CONTRACTConsulting Agreement • July 1st, 1999 • Talbots Inc • Retail-women's clothing stores • New York
WITNESSETH:Loan Agreement • May 8th, 2006 • Talbots Inc • Retail-women's clothing stores • Massachusetts
January 12, 2007 The Talbots, Inc. One Talbots Drive Hingham, Massachusetts 02043 Attention: Edward L. Larsen, Senior Vice President, Finance & CFO Re: Revolving Credit Agreement, dated as of January 28, 2004, as amended between The Talbots, Inc., as...Revolving Credit Agreement • January 30th, 2007 • Talbots Inc • Retail-women's clothing stores
Re: Revolving Credit Agreement, dated as of January 28, 2004, as amended between The Talbots, Inc., as Borrower, and Mizuho Corporate Bank, Ltd., as Lender (the "Agreement")
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...Change in Control Agreement • June 14th, 2007 • Talbots Inc • Retail-women's clothing stores • Massachusetts
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
January 24, 2007 Talbots, Inc. 175 Beal Street Hingham, MA 02043 Attention: Mr. Edward L. Larsen Re: Notice of Intention to Extend Revolving Credit Period Dear Sir: We refer to (a) that certain Revolving Credit Agreement dated as of January 25, 1994...Revolving Credit Agreement • January 30th, 2007 • Talbots Inc • Retail-women's clothing stores
ACCEPTANCE OF EXTENSIONCredit Agreement • April 29th, 1999 • Talbots Inc • Retail-women's clothing stores • New York
RECITALSTrust Agreement • April 25th, 2000 • Talbots Inc • Retail-women's clothing stores • Minnesota
WAIVER AND CONSENTWaiver and Consent • June 14th, 2007 • Talbots Inc • Retail-women's clothing stores
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
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
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...Revolving Credit 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").
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 10.10 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
FOURTH EXTENSION OF SHARE REPURCHASE PROGRAM THIS AGREEMENT is entered into as of January 20, 2000 between THE TALBOTS, INC., a Delaware corporation ("Talbots") and JUSCO (U.S.A.), INC., a Delaware corporation ("JUSCO USA"). WHEREAS, Talbots...Share Repurchase Agreement • April 25th, 2000 • Talbots Inc • Retail-women's clothing stores
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
LETTERHEAD OF BANK OF TOYKO-MITSUBISHI] FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT, dated as of April 17, 1999 (the "First Amendment") by and between TALBOTS, INC. (the "Borrower") and THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH (the...Credit Agreement • November 24th, 1999 • Talbots Inc • Retail-women's clothing stores • New York
Exhibit A SEVERANCE AGREEMENTSeverance Agreement • December 10th, 2009 • Talbots Inc • Retail-women's clothing stores • Massachusetts
This Severance Agreement (the “Agreement”) is made as of March 20, 2009, between The Talbots, Inc., a Delaware corporation (together with its subsidiaries, the “Company”) and John Fiske, III (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.
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”).
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.
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”).
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 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.
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.
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”).
April 6, 2005Credit Agreement • April 12th, 2005 • Talbots Inc • Retail-women's clothing stores
We refer to (a) that certain Credit Agreement dated as of April 17, 1998 (as amended, modified, or supplemented, from time to time, the "Agreement"), between The Bank of Tokyo-Mitsubishi, Ltd., New York Branch (the "Bank") and Talbots, Inc. (the "Borrower") and (b) the Borrower's letter to the Bank dated as of March 16, 2005, pursuant to which the Borrower requested that the Bank extend the "Scheduled Termination Date" of the Credit Facility for a further period pursuant to Section 1 (h) of the Agreement. Unless otherwise indicated, all capitalized terms used herein shall have the meaning ascribed to such terms in the Agreement.
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”).
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 Agreement • April 12th, 2001 • Talbots Inc • Retail-women's clothing stores
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
MASTER AGREEMENT FOR DOCUMENTARY LETTERS OF CREDIT TERMS AND CONDITIONSMaster Agreement for Documentary Letters of Credit • August 31st, 2010 • Talbots Inc • Retail-women's clothing stores • New York
The undersigned (“Applicant”) will require, from time to time, Documentary Letters of Credit. General Electric Capital Corporation (“GE Capital”) will, upon Applicant’s application therefor, and to the extent such application is approved by GE Capital in its sole discretion, arrange for the issuance of Credits (as defined herein) through GE Capital Trade Services, Limited or another subsidiary of GE Capital appointed in accordance with Section 3(d) (the “Issuer”), an indirect wholly-owned subsidiary of GE Capital. Each Credit will be governed by and interpreted in accordance with the following terms and conditions. Capitalized terms shall have the meanings accorded them in Section 9, Definitions, below.
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 6th, 2010 • Talbots Inc • Retail-women's clothing stores • Delaware
This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of April 6, 2010 (this “Amendment”), is entered into by and among The Talbots, Inc., a Delaware corporation (the “Company”), Tailor Acquisition, Inc., a Delaware corporation and direct subsidiary of the Company (“Merger Sub”), and BPW Acquisition Corp., a Delaware corporation (“BPW”).
REPURCHASE, REPAYMENT AND SUPPORT AGREEMENTRepurchase, Repayment and Support Agreement • December 10th, 2009 • Talbots Inc • Retail-women's clothing stores • Delaware
This REPURCHASE, REPAYMENT AND SUPPORT AGREEMENT (this “Agreement”), is dated as of December 8, 2009, by and between The Talbots, Inc., a Delaware corporation (the “Company”), BPW Acquisition Corp., a Delaware corporation (“BPW”), Aeon (U.S.A.), Inc., a Delaware corporation (“A (USA)”), and Aeon Co., Ltd., a corporation organized and existing under the laws of Japan (“A”, and, together with A (USA), “Stockholder”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
AMENDED AND RESTATED SECURED REVOLVING LOAN AGREEMENTSecured Revolving Loan Agreement • January 4th, 2010 • Talbots Inc • Retail-women's clothing stores • New York
ContractRevolving Loan Credit Agreement • February 24th, 2004 • Talbots Inc • Retail-women's clothing stores • New York
REVOLVING LOAN CREDIT AGREEMENT CREDIT AGREEMENT, dated as of January 28, 2004 (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 MIZUHO CORPORATE BANK, LTD. (the “Lender”). WHEREAS, the Borrower desires to borrow, and the Lender agrees to extend, revolving credit loans to the Borrower during the period from and after the Closing Date (as hereafter defined) in accordance with the terms and conditions of this Credit Agreement. NOW, THEREFORE, the Borrower and the Lender hereby agree as follows: 1. Definitions. As used in this Credit Agreement, unless otherwise defined herein, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): “Affiliate” shall mean, as to any Person, any corporation or other
