exv10w1






Exhibit 10.1




FIRST AMENDMENT TO WARRANT AGREEMENT




     This FIRST AMENDMENT TO WARRANT AGREEMENT, dated as of April 14, 2010 (this
“Amendment”), is entered into by and among BPW Acquisition Corp., a
Delaware corporation (“BPW”) and Mellon Investor Services LLC, a New Jersey
limited liability company, as warrant agent (the “Warrant Agent”).



     WHEREAS, the parties hereto are parties to that certain Warrant Agreement,
dated as of February 26, 2008 (the “Agreement”);



     WHEREAS, Section 18 of the Agreement provides that BPW, with the consent of (i)
the holders of Warrants exercisable for a majority of the Warrant Shares issuable on
exercise of all outstanding Warrants and (ii) the holders of a majority of Public
Warrants, may enter into this Amendment;



     WHEREAS, consents have been received from (i) holders of Warrants exercisable
for not less than a majority of the Warrant Shares issuable on exercise of all
outstanding Warrants (ii) the holders of not less than a majority of Public
Warrants, in each case with respect to the amendments set forth below in Article II;
and



     WHEREAS, all necessary actions to make this Amendment a valid agreement of the
parties hereto have been taken.



     NOW, THEREFORE, for and in consideration of the premises and mutual agreements
herein set forth, the parties hereto, intending to be legally bound, hereby agree as
follows:



ARTICLE I

DEFINITION OF TERMS




     Unless the context otherwise requires: (A) a term defined in the Agreement has
the same meaning when used in this Amendment; (B) capitalized terms used herein that
are not otherwise defined herein shall have the meaning assigned to such terms in
the Agreement; (C) references to Sections mean references to such Sections in the
Agreement, unless stated otherwise; and (D) rules of construction applicable
pursuant to the Agreement are also applicable herein. Each reference in the
Agreement to the “date hereof” or any similar term shall refer to February 26, 2008.



ARTICLE II

AMENDMENT TO THE WARRANT AGREEMENT




     The Agreement is hereby amended as follows:



     A. Clause (x) of the definition of “Warrant Exercise Period” contained in
Section 6(a) of the Agreement is hereby amended by deleting Clause (x)(A) of such
definition and replacing it in its entirety with the following (and Clause (x)(A) of
the definition of “Warrant Exercise Period” contained in Section 6(a) of the
Agreement as in effect prior to the execution of this Amendment by the parties
hereto shall no longer apply to the Warrants):




(A) With respect to the Public Warrants and the Sponsor Warrants, on
the later of (1) the date that is 12 months from the date of the
final prospectus



 









 







relating to the IPO; and (2) the earlier of: (X) the date that is 12
months from the date on which the Company completes its Initial
Business Combination and (Y) the date of public announcement by the
Company of a determination of the board of directors of the Company
at such time (the “Current Company Board”) that the Warrant Exercise
Period shall have commenced; and



     B. Clause (x)(B)(1) of the definition of “Warrant Exercise Period” contained
in Section 6(a) of the Agreement is hereby amended by inserting the phrase “that is
12 months from the date” immediately prior to the phrase “on which the Company
completes” contained therein, and Clause (x)(B)(1) of the definition of “Warrant
Exercise Period” contained in Section 6(a) of the Agreement as in effect prior to
the execution of this Amendment by the parties hereto shall no longer apply to the
Warrants.



     C. Clause (y) of the definition of “Warrant Exercise Period” contained in
Section 6(a) of the Agreement is hereby amended by deleting Clause (y)(A) of such
definition and replacing it in its entirety with the following (and Clause (y)(A) of
the definition of “Warrant Exercise Period” contained in Section 6(a) of the
Agreement as in effect prior to the execution of this Amendment by the parties
hereto shall no longer apply to the Warrants):




(A) the date that is the earlier of: (1) seven years from the date of
the final prospectus relating to the IPO and (2) in the event that the
Warrant Exercise Period with respect to the Public Warrants and the
Sponsor Warrants shall have commenced pursuant to clause (x)(A)(2)(Y)
of this definition, six years from the date of the final prospectus
relating to the IPO plus the number of days following the date on
which the Company completes its Initial Business Combination up to and
including the date of such public announcement; and



     D. Section 11 of the Agreement is hereby amended by deleting Section 11(c) in
its entirety and replacing it with the following (and Section 11(c) of the Agreement
as in effect prior to the execution of this Amendment by the parties hereto shall no
longer apply to the Warrants):




Mergers, Reorganization, Etc. In case of any
reclassification or reorganization of the outstanding shares of
Common Stock (other than (i) a change covered by Section 11(a)
hereof, (ii) an increase in the number of outstanding shares of
Common Stock resulting from a stock dividend payable in shares of
Common Stock, or from a split-up of shares of Common Stock, or other
similar event, or (iii) a change that solely affects the par value of
such shares of Common Stock), or in the case of any merger or
consolidation of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or
reorganization of the outstanding shares of Common Stock), or in the
case of any sale or conveyance to another corporation or entity of
the assets or other property of the Company as an entirety or
substantially as an entirety in connection with which the Company is
dissolved, at the option of the Current Company Board in its sole
discretion, (1) the Warrant holders shall thereafter have the right
to purchase and receive, upon the basis and upon the terms and
conditions specified in the Warrants and in lieu of the shares of
Common Stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented thereby, the
kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, that the Warrant holder would
have received if such



 









 







Warrant holder had exercised his, her or its Warrant(s) immediately
prior to such event or (2) each Warrant that is outstanding
immediately prior to the consummation of such reclassification,
reorganization, merger or consolidation, or dissolution following any
such sale or transfer, shall be cancelled (“Cashed Out”) as of
immediately prior to such consummation in exchange for, and in lieu
of the shares of Common Stock of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights
represented thereby, the right to receive a lump sum cash payment in
an amount equal to the excess, if any, of (X) the fair market value
(as determined by the Current Company Board acting in good faith in
its sole discretion) of the shares of stock or other securities or
property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, that the holder of such Warrant
would have received if such Warrant holder had exercised such Warrant
immediately prior to such event over (Y) the Exercise Price
applicable to such Warrant, provided, that if there is no such
excess, such Warrant shall be cancelled, without any consideration
being payable in respect thereof, and have no further force and
effect; and if any reclassification also results in a change in
shares of Common Stock covered by Section 11(a) hereof, then such
adjustment shall be made pursuant to Section 11(a) hereof and this
Section 11(b); provided that the option of the Company pursuant to
clause (2) above to Cash Out Warrants shall not apply in the case of
the Company’s Initial Business Combination. The provisions of this
Section 11(b) shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers,
except in each case, with respect to Warrants Cashed Out in
accordance with Section 11(b)(2) hereof.



     E. Section 11 of the Agreement is hereby further amended by deleting the
phrase “Sections 11(a) and 11(b)” contained in Section 11(e) and replacing it with
the phrase “Section 11(a)”, and Section 11(e) of the Agreement as in effect prior to
the execution of this Amendment by the parties hereto shall no longer apply to the
Warrants.



     F. Section 11 of the Agreement is hereby further amended by deleting Section
11(a) in its entirety (and Section 11(a) of the Agreement as in effect prior to the
execution of this Amendment by the parties hereto shall no longer apply to the
Warrants), and Sections 11(b) and 11(c) are hereby re-lettered Sections 11(a) and
11(b).



     G. Section 11 of the Agreement is hereby further amended by deleting Section
11(d) in its entirety (and Section 11(d) of the Agreement as in effect prior to the
execution of this Amendment by the parties hereto shall no longer apply to the
Warrants), and Sections 11(e) and 11(f) are hereby re-lettered Sections 11(c) and
11(d).



     H. Section 11 of the Agreement is hereby further amended by deleting Section
11(g) in its entirety (and Section 11(g) of the Agreement as in effect prior to the
execution of this Amendment by the parties hereto shall no longer apply to the
Warrants).




 









 





ARTICLE III

MISCELLANEOUS




     A. Ratification of Warrant Agreement; No Further Amendment; Full Force and
Effect.



     Except as amended or modified hereby, all terms, covenants and conditions of
the Agreement
as heretofore in effect shall remain in full force and effect and are hereby
ratified and confirmed in all respects. This Amendment shall form a part of the
Agreement for all purposes, and each party hereto and thereto shall be bound hereby.
This Amendment shall be deemed to be in full force and effect from and after the
execution of this Amendment by the parties hereto.



     B. Governing Law.



     This Amendment shall be deemed to be a contract made under the laws of the
State of New York and for all purposes shall be construed in accordance with the
internal laws of the State of New York. BPW agrees that all actions and proceedings
arising out of this Amendment or any of the transactions contemplated hereby shall
be brought in the United States District Court for the Southern District of New York
or in a New York State Court in the County of New York and that, in connection with
any such action or proceeding, the parties will submit to the jurisdiction of, and
venue in, such court.



     C. Successors; Entire Agreement; Counterparts.



     All the covenants and provisions of this Amendment by or for the benefit of BPW
or the Warrant Agent shall bind and inure to the benefit of their respective
successors and assigns hereunder. This Amendment constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and undertakings, both written and oral, among the parties
hereto, or any of them, with respect to the subject matter hereof. This Amendment
may be executed in any number of counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.



     D. Severability.



     If any term, provision, covenant or restriction of this Amendment is held by a
court of competent jurisdiction or other authority to be invalid, null and void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of
this Amendment shall remain in full force and effect and shall in no way be
affected, impaired or invalidated; and provided further, that if any such excluded
term, provision, covenant or restriction shall adversely affect the rights,
immunities, duties or obligations of the Warrant Agent, the Warrant Agent shall be
entitled to resign immediately.



[Remainder of Page Intentionally Left Blank]




 









 





     IN WITNESS WHEREOF, BPW and the Warrant Agent have caused this Amendment to be
executed as of the date first written above by their respective officers thereunto
duly authorized.



	 	 	 	 	 
	 	THE TALBOTS, INC.,

as Successor to BPW Acquisition Corp.

 	 
	 	By:  	/s/ Richard T. O’Connell, Jr.
 	 
	 	 	Name:  	Richard T. O’Connell, Jr. 	 
	 	 	Title:  	Executive Vice President, Real Estate, Legal,
Store Planning & Design and Construction, and
Secretary 	 
	 
	 	MELLON INVESTOR SERVICES LLC,

as Warrant Agent

 	 
	 	By:  	/s/
Christopher T. Coleman	 
	 	 	Name:  	Christopher T. Coleman	 
	 	 	Title:  	Vice President