Attached files
Exhibit 2.2
Jill Acquisition LLC
c/o Golden Gate Private Equity, Inc.
One Embarcadero Center
39th Floor
San Francisco, California 94111
c/o Golden Gate Private Equity, Inc.
One Embarcadero Center
39th Floor
San Francisco, California 94111
September 30, 2009
The Talbots, Inc.
One Talbots Drive
Hingham, Massachusetts 02043
Attention: General Counsel
Telecopy: (914) 934-9136
One Talbots Drive
Hingham, Massachusetts 02043
Attention: General Counsel
Telecopy: (914) 934-9136
Dear Sir or Madam:
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.
Each of the Sellers and Buyer agree that Section 2.4(a) of the Agreement is hereby amended by
deleting the words ninety (90) days in the first sentence of such section and inserting in lieu
thereof the words one hundred twenty (120) days.
Each of the Sellers and Buyer agree that Section 6.2 of the Agreement is hereby amended by
deleting the words one hundred twenty (120) days in the first sentence of such section and
inserting in lieu thereof the words one hundred fifty (150) days.
Except as expressly provided herein, this letter agreement shall not constitute an amendment,
modification or waiver of any provision of the Agreement, which shall continue and remain in full
force and effect in accordance with its terms (as amended by this letter agreement).
This letter agreement shall be governed by and construed under the Laws of the State of New
York (without regard to the conflict of law principles thereof).
This letter agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. Any
facsimile copies hereof or signature hereon shall , for all purposes, be deemed originals,
Sincerely, JILL ACQUISITION LLC |
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By: | /s/ David Biese | |||
Name: | David Biese | |||
Title: | CFO | |||
Accepted and agreed to as of the date first above-written:
THE TALBOTS, INC.
By: | /s/ Michael Scarpa | |||
Name: | Michael Scarpa | |||
Title: | COO & CFO | |||
THE TALBOTS GROUP, LIMITED PARTNERSHIP |
||||
By: | /s/ Michael Scarpa | |||
Name: | Michael Scarpa | |||
Title: | COO & CFO | |||
J. JILL, LLC |
||||
By: | /s/ Michael Scarpa | |||
Name: | Michael Scarpa | |||
Title: | COO & CFO | |||
BIRCH POND REALTY CORPORATION |
||||
By: | /s/ Michael Scarpa | |||
Name: | Michael Scarpa | |||
Title: | President |
cc:
|
Dewey & LeBoeuf LLP 1301 Avenue of the Americas New York, New York 10019 Attention: Morton A. Pierce, Esq. Chang-Do Gong, Esq. Telecopy: (212) 259-6333 |
Day Pitney LLP
200 Campus Drive
Florham Park, New Jersey 07932
Attention: Warren J. Casey, Esq.
Telecopy: (973) 966-1015
200 Campus Drive
Florham Park, New Jersey 07932
Attention: Warren J. Casey, Esq.
Telecopy: (973) 966-1015
Kirkland & Ellis LLP
555 California Street
San Francisco, California 94104
Attention: Mikaal Shoaib, Esq.
Nathan Shinn, Esq.
Telecopy: 415-439-1500
555 California Street
San Francisco, California 94104
Attention: Mikaal Shoaib, Esq.
Nathan Shinn, Esq.
Telecopy: 415-439-1500