EX-3
from SC 13D/A
4 pages
Investment Funds Managed by Sycamore Partners Management, L.L.C. (“Sycamore”) Have Engaged in Discussions With the Talbots, Inc. (Together With Its Subsidiaries, the “Company”) Regarding the Proposed Acquisition (The “Transaction”) by One or More Entities Controlled by Sycamore of 100% of the Issued and Outstanding Capital Stock of the Company. in Consideration of the Effort and Expenditures of Sycamore in Connection With Continuing Such Discussions With Respect to a Potential Transaction, the Undersigned Hereby Agree as Follows: 1. for a Period (The “Exclusivity Period”) Beginning on the Date of This Letter Agreement and Ending on the First to Occur Of: (I) the Execution of a Definitive Agreement Between Sycamore and the Company With Respect to a Transaction; (II) Receipt by the Company of Written Notice From Sycamore Advising the Company That Sycamore Is No Longer Actively Pursuing the Transaction; and (III) 5:00 P.M. (New York City Time) on May 15, 2012,
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EX-3.(I)
from 8-K
1 page
Certificate of Amendment of the Certificate of Incorporation of the Talbots, Inc. (Pursuant to Section 242 of the Delaware General Corporation Law) the Undersigned Hereby Certify the Following: 1. the Name of the Corporation Is the Talbots, Inc. 2. the Certificate of Incorporation of the Corporation Was Filed With the Secretary of State of the State of Delaware on October 23, 1989. a Certificate of Amendment of the Corporation Was Filed With the Secretary of State of the State of Delaware on November 5, 1993. 3. Article Fourth of the Certificate of Incorporation Is Hereby Amended as Follows to Increase the Number of Shares From the Presently Authorized 40 Million Shares of Common Stock, Par Value $.01 Per Share, to 100 Million Shares of Common Stock, Par Value $.01 Per Share. Fourth: The Total Number of Shares Which the Corporation Shall Have Authority to Issue Is 100 Million Shares of Common Stock, and the Par Value of Each Such Share Is $.01. 4. the Foregoing Amendment of the Certificate of Incorporation Was Authorized by Vote of the Board of Directors of the Corporation and by Vote of the Holders of a Majority of All Outstanding Shares Entitled to Vote Thereon. in Witness Whereof, We Have Subscribed This Document on May 25, 2000, and Do Hereby Affirm, Under the Penalties of Perjury, That the Statements Contained Herein Have Been Examined by US and Are True and Correct. Edward L. Larsen Edward L. Larsen, Senior Vice President, Finance and Chief Financial Officer Richard T. O'connell, Jr. Richard T. O'connell, Jr., Secretary
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