Exhibit 10

Execution Version

May 30, 2012

TLB Merger Sub Inc.

c/o Sycamore Partners Management, L.L.C.

9 West 57th Street, 31st Floor

New York, New York 10019

Attention: Peter Morrow and Ryan McClendon

$85,000,000 Amended and Restated Term Loan Agreement

Ladies and Gentlemen:

You (“Merger Sub”) have advised Wells Fargo Bank, National Association (“Wells Fargo”) that Merger Sub, an entity formed by investment funds managed by Sycamore Partners Management, L.L.C. (“Sponsor”) intends to acquire (“Acquisition”), directly or indirectly, all of the outstanding shares of capital stock of The Talbots, Inc. (the “Company”) and, together with its subsidiaries, the “Acquired Business”) in accordance with that certain Agreement and Plan of Merger, by and among TLB Holdings LLC, a Delaware limited liability company (“Parent”), Merger Sub and the Company dated as of May 30, 2012 (the “Acquisition Agreement”), through a merger transaction (the “Long-Form Merger”) or by means of the purchase of a majority of the shares of the Company pursuant to a cash tender offer, a subsequent issuance of additional shares by the Company to you (if necessary) and the subsequent consummation of a short-form merger (the “Short-Form Merger”, and together with the Long-Form Merger, each a “Merger”).

Reference is made to that certain Term Loan Agreement dated as of February 16, 2012 entered into by and among The Talbots, Inc., The Talbots Group Limited Partnership and Talbots Classics Finance Company, Inc., as borrowers (collectively the “Borrowers”), certain other credit parties designated therein (together with the Existing Borrowers, the “Credit Parties”), Wells Fargo, as Agent (the “Agent”), Wells Fargo, Tennenbaum Opportunities Fund VI, LLC, 1903 OnShore Funding, LLC (“1903”), 1903 OffShore Loans SPV Limited and Stone Tower Credit Solutions Master Fund Ltd, as lenders (collective the “Lenders”) (as amended and in effect on the date hereof, the “Existing Term Loan Agreement”).

Pursuant to the terms and conditions of the Existing Term Loan Agreement, upon the closing of the Acquisition, a “Change in Control” (as defined in the Existing Term Loan Agreement) will occur. The Agent and the Lenders subject to the terms and conditions set forth in this letter (this “Commitment Letter”) hereby agree to consent to the Change in Control resulting from the Acquisition and enter into an amended and restated term loan agreement with the Borrowers (“A&R Term Loan Agreement”) in an aggregate principal amount equal to $85,000,000 (the “Aggregate Commitments”). Each Lender agrees to maintain outstanding the existing Term Loans owing to it under the Existing Term Loan Agreement pursuant to the A&R Term Loan Agreement (the “Existing Term Loan Amount”). In addition, 1903 is pleased to advise you of its commitment to provide, directly or through an affiliate, a last out term loan in the amount equal to the lesser of (x) $11,000,000; and (y) the difference between the Aggregate Commitments and the Existing Term Loan Amount (the “Last Out Tranche”), upon the terms set forth in this Commitment Letter. The commitments of the Lenders hereunder are several and not joint.

The commitments of the Lenders hereunder are subject only to the satisfaction of each of the following conditions precedent: (a) the accuracy and completeness in all material respects of all Specified Representations (as defined in Exhibit A); (b) satisfaction of the Conditions Precedent set forth on Exhibit A annexed hereto; (c) since January 28, 2012 to the date of this Commitment Letter, except as

(i) disclosed in the Company SEC Filings (as defined in the Acquisition Agreement) filed after January 28, 2012 and prior to the date of the Acquisition Agreement, (ii) contemplated by, or as disclosed pursuant to, the Acquisition Agreement or (iii) set forth in Section 4.09 of the Company Disclosure Letter (as defined in the Acquisition Agreement), there has not been any Company Material Adverse Effect (as defined in the Acquisition Agreement); and (d) since the date of this Commitment Letter there has not been a Company Material Adverse Effect in each case in clauses (c) and (d) that would result in the failure of a condition precedent to your (or your affiliate’s) obligation to consummate the Acquisition; provided that each of the Agent and each Lender agrees that it shall not waive any such condition (and no term or condition of this Commitment Letter (including any exhibit or schedule hereto) shall be amended or modified) without your consent.

You represent, warrant and covenant that (a) all financial projections concerning the Borrowers (which, for the avoidance of doubt, shall include the Company) and its subsidiaries that have been or are hereafter made available to Wells Fargo or the Lenders by you or any of your representatives (or on your or their behalf) (the “Projections”) have been or will be prepared in good faith based upon assumptions you believed to be reasonable at the time made and (b) all written information, other than Projections and general economic and industry information, which has been or is hereafter made available to Wells Fargo or the Lenders by you or any of your representatives (or on your or their behalf) in connection with any aspect of the transactions contemplated hereby (the “Information”), as and when furnished (after giving effect to any supplements and updates thereto from time to time), is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading (which information shall be to your knowledge to the extent it relates to the Company and its subsidiaries and their respective businesses). You agree to furnish us with further and supplemental Information from time to time until the date of the closing of the A&R Term Loan Agreement (the “Effective Date”) so that the representation, warranty and covenant in the immediately preceding sentence are correct on the Effective Date as if the Information were being furnished, and such representation, warranty and covenant were being made, on such date (provided that to the extent such additional and supplemental information relates to the Company and its subsidiaries and their respective businesses, your obligations will be limited to using commercially reasonable efforts to provide such information). In issuing this commitment, the Lenders and Wells Fargo are and will be using and relying on the Information without independent verification thereof.

By executing this Commitment Letter, you agree to reimburse the Agent from time to time on demand for all reasonable documented and invoiced out-of-pocket fees and expenses (including, but not limited to, (a) the reasonable fees, disbursements and other charges of Choate, Hall & Stewart LLP, as counsel to the Agent and (b) due diligence expenses) incurred in connection with the A&R Term Loan Agreement, the preparation of the definitive documentation therefor and the other transactions contemplated hereby.

You agree to indemnify and hold harmless Wells Fargo, each Lender and each of their affiliates and their respective officers, directors, employees, agents, advisors and other representatives (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party promptly upon demand therefor (together with reasonably detailed documentation supporting such demand)) any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable out-of-pocket fees, disbursements and other charges of one primary counsel to all Indemnified Parties, taken as a whole (and, in the case of an actual conflict of interest, additional counsel for each affected Indemnified Person) and, if necessary, one local counsel in any applicable jurisdiction) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any matters contemplated by this Commitment

Letter or any related transaction or (b) the A&R Term Loan Agreement and any other financings, or any use made or proposed to be made with the proceeds thereof, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from (i) such Indemnified Party’s gross negligence or willful misconduct or (ii) a material breach in bad faith of the obligations of such Indemnified Party under this Commitment Letter. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equity holders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. None of any Indemnified Party, you, the Company, their affiliates and their respective officers, directors, employees, agents, advisors and other representatives shall have any liability (whether direct or indirect, in contract or tort or otherwise) arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages; it being understood that nothing contained in this sentence shall limit your indemnification obligations to the extent set forth above. Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnified Party as determined by a final and non-appealable judgment of a court of competent jurisdiction.

This Commitment Letter and the fee letter among you and Wells Fargo of even date herewith (the “Fee Letter”) and the contents hereof and thereof are confidential and, except for disclosure hereof or thereof on a confidential basis to your officers, directors, accountants, attorneys and other professional advisors retained by you in connection with the A&R Term Loan Agreement, the transactions contemplated hereby or as otherwise required by law, may not be disclosed in whole or in part to any person or entity without our prior written consent; provided, however, it is understood and agreed that (a) you may disclose this Commitment Letter but not the Fee Letter on a confidential basis to the Company and its officers, employees, directors, accountants and other advisors retained in connection with the Acquisition Agreement and the other transactions contemplated hereby, and (b) after your acceptance of this Commitment Letter and the Fee Letter, you may disclose this Commitment Letter but not the Fee Letter in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges.

You acknowledge that Wells Fargo and each Lender or their respective affiliates may be providing financing or other services to parties whose interests may conflict with yours. Wells Fargo and each Lender agree that they will not furnish confidential information obtained from you to any parties referred to above or any of their other customers and that they will treat confidential information relating to you and your affiliates with the same degree of care as they treat their own confidential information. Wells Fargo and the Lenders further advise you that they will not make available to you confidential information that they have obtained or may obtain from any other customer. In connection with the services and transactions contemplated hereby, you agree that Wells Fargo and each Lender are permitted to access, use and share with any of their affiliates, agents, advisors (legal or otherwise) or representatives any information concerning you or any of your affiliates that is or may come into the possession of Wells Fargo, any Lender or any of such affiliates so long as each such affiliate, agent, advisor or representative agrees to be bound by the confidentiality obligations of Wells Fargo hereunder.

In connection with all aspects of each transaction contemplated by this Commitment Letter, you acknowledge and agree, and acknowledge your affiliates’ understanding, that: (a) (i) the commitments and other services described herein regarding the A&R Term Loan Agreement are arm’s-length commercial transactions between you and your affiliates, on the one hand, and Wells Fargo and each

Lender on the other hand, (ii) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, and (iii) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transaction contemplated hereby; (b) (i) each of Wells Fargo and the Lenders has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity and (ii) neither Wells Fargo nor any Lender has any obligation to you or your affiliates with respect to the transaction contemplated hereby except those obligations expressly set forth herein; and (c) Wells Fargo and each Lender and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates, and Wells Fargo and each Lender have no obligation to disclose any of such interests to you or your affiliates. To the fullest extent permitted by law, you hereby waive and release any claims that you may have against Wells Fargo and each Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by this Commitment Letter.

The provisions of the immediately preceding five paragraphs shall remain in full force and effect regardless of whether any definitive documentation for the A&R Term Loan Agreement shall be executed and delivered (except that, upon the occurrence of the Closing Date, the provisions relating to indemnification, reimbursement and confidentiality hereunder shall automatically terminate and be superseded by the indemnification, reimbursement and confidentiality provisions set forth in the A&R Term Loan Agreement and related documentation), and notwithstanding the termination of this Commitment Letter or any commitment of any Lender or undertaking of Wells Fargo hereunder.

This Commitment Letter and the Fee Letter may be executed in counterparts which, taken together, shall constitute an original. Delivery of an executed counterpart of this Commitment Letter or the Fee Letter by telecopier, facsimile or electronic mail shall be effective as delivery of a manually executed counterpart thereof.

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement to negotiate in good faith the A&R Term Loan Agreement credit documentation in respect thereof (the “Credit Documentation”) by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the commitment provided hereunder is subject only to conditions precedent expressly described in the third paragraph hereof and Exhibit A hereto. Reasonably promptly after the execution of this Commitment Letter, the parties hereto shall proceed with the negotiation of the Credit Documentation as soon as reasonably possible for the purpose of executing and delivering the Credit Documentation substantially contemporaneously with the consummation of the Acquisition.

This Commitment Letter and the Fee Letter shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of laws principles thereof, but including section 5-1401 of the New York General Obligations Law; provided however, that (a) the interpretation of the definition of “Company Material Adverse Effect” and (b) the determination of the accuracy of any Acquisition Agreement Representations and whether as a result thereof you have the right under the Acquisition Agreement not to consummate the Acquisition shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable conflicts of laws. Each of you, Wells Fargo and each Lender hereby irrevocably waives any and all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter, the Fee Letter, the transactions contemplated hereby and thereby or the actions of Wells Fargo or any Lender in the negotiation, performance or enforcement hereof. Each of you, Wells Fargo and the Lenders consents to the exclusive jurisdiction and venue of the federal and/or state courts located in New York, New York in

connection with any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter, the Fee Letter, the transactions contemplated hereby and thereby or the actions of Wells Fargo or any Lender in the negotiation, performance or enforcement hereof. The commitments of the Lenders and undertakings of Wells Fargo may be terminated by us if you fail to perform in all material respects your obligations under this Commitment Letter or the Fee Letter on a timely basis.

This Commitment Letter and the Fee Letter embody the entire agreement and understanding among Wells Fargo and each Lender, you and your affiliates with respect to the A&R Term Loan Agreement and supersedes all prior agreements and understandings relating to the specific matters hereof. No party has been authorized by Wells Fargo or any Lender to make any oral or written statements that are inconsistent with this Commitment Letter. This Commitment Letter is not assignable by you without our prior written consent and is intended to be solely for the benefit of the parties hereto and the Indemnified Parties. Wells Fargo and the Lenders hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), Wells Fargo and the other Lenders may be required to obtain, verify and record information that identifies the Parent, the Borrowers and all other Credit Parties, which information includes the name, address, tax identification number and other information regarding the Parent, the Borrowers and Credit Parties (including the Company and its subsidiaries) that will allow the Lenders to identify the Parent, the Borrowers and Credit Parties (including the Company and its subsidiaries) in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act. You shall provide, and agree to cause Parent and the Company to provide, Wells Fargo and Lenders, prior to the Effective Date, with all documentation and other information required by bank regulatory authorities under “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act; it being agreed that all documentation required pursuant to this paragraph has been delivered with respect to the Credit Parties.

This Commitment Letter and all commitments and undertakings of Wells Fargo and the Lenders hereunder will expire at 8:00 p.m. (central time) on June 1, 2012 unless you execute this Commitment Letter and the Fee Letter and return them to us prior to that time (which may be by facsimile transmission or electronic mail). Thereafter, all commitments of the Lenders and undertakings of Wells Fargo hereunder will expire on the Outside Date (as defined in the Acquisition Agreement) unless definitive documentation for the A&R Term Loan Agreement is executed and delivered prior to such date.

THIS WRITTEN AGREEMENT, EXHIBIT A HERETO, SCHEDULE I HERETO AND THE FEE LETTER REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

We are pleased to have the opportunity to work with you in connection with this important financing.

	Very truly yours,

	WELLS FARGO BANK NATIONAL ASSOCIATION, as Agent and Lender


	By:	/s/ Adam D. Salter
	Name:	Adam D. Salter
	Title:	Managing Director

TALBOTS INC SC 13D/A