Jill Acquisition LLC c/o Golden Gate Private Equity, Inc. One Embarcadero Center 39th Floor San Francisco, California 94111 September 30, 2009Talbots Inc • December 10th, 2009 • Retail-women's clothing stores • New York
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. Jill, LLC, a New Hampshire limited liability company (“J. Jill”), and Birch Pond Realty Corporation, a Delaware corporation ( “Birch Pond” and, together with TGLP, J. Jill and Parent, each a “Seller” and, collectively, the “Sellers”), and Jill 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.
Exhibit A SEVERANCE AGREEMENTExhibit a Severance 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.
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT AND PARENT DISCLOSURE SCHEDULEAsset Purchase Agreement • December 10th, 2009 • Talbots Inc • Retail-women's clothing stores • New York
THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT AND PARENT DISCLOSURE SCHEDULE, is made as of July 2, 2009 (this “Amendment”), by and among The Talbots, Inc., a Delaware corporation (“Parent”), The Talbots Group, Limited Partnership, a Massachusetts limited partnership (“TGLP”), J. Jill, LLC, a New Hampshire limited liability company (“J. Jill”), and Birch Pond Realty Corporation, a Delaware corporation (“Birch Pond” and, together with TGLP, J. Jill and Parent, each a “Seller” and, collectively, the “Sellers”), and Jill Acquisition LLC, a Delaware limited liability company (“Buyer”).
