LIMITED GUARANTEELimited Guarantee • June 1st, 2012 • Sycamore Partners, L.P. • 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.Merger Sub • June 1st, 2012 • Sycamore Partners, L.P. • Retail-women's clothing stores • Delaware
