Exhibit 10.2
AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT
This AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT (this “Amendment”), dated as of May 10, 2023 (the “Amendment No. 1 Effective Date”), is entered into by and among Jill Acquisition LLC, a Delaware limited liability company (the “Borrower”), J.Jill, Inc., a Delaware corporation (“Holdings”), J. Jill Gift Card Solutions, Inc., a Florida corporation (together with Holdings and the Borrower, the “Credit Parties”, and each a “Credit Party”), the Lenders party hereto constituting the Required Lenders and Jefferies Finance LLC (“Jefferies”), as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
PRELIMINARY STATEMENTS
WHEREAS, reference is made to that certain Term Loan Credit Agreement, dated as of April 5, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”; and as amended by this Amendment, the “Credit Agreement”), by and among the Borrower, Holdings, the Lenders party thereto from time to time, the Administrative Agent and Jefferies, as collateral agent (in such capacity, the “Collateral Agent”).
WHEREAS, in accordance with Section 12.12 of the Existing Credit Agreement, the Borrower and the Lenders party hereto constituting the Required Lenders have agreed to make certain amendments to the Existing Credit Agreement on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
“Amendment No. 6 to ABL Credit Agreement” means that certain Amendment No. 6 to ABL Credit Agreement, dated as of May 10, 2023, by and among Holdings, the Borrower, certain of its Subsidiaries party thereto, the lenders party thereto and the ABL Agent.”
“(j) Indebtedness of the Credit Parties under the ABL Loan Documents (and any Permitted Refinancing Indebtedness incurred in respect thereof) in an aggregate principal amount not to exceed $60,000,000 at any time outstanding; provided that such Indebtedness may not exceed $50,000,000 without the prior written consent of the Required Lenders(or the Administrative Agent acting at the direction of the Required
Lenders); provided,further, that no “first-in last-out” facility may be incurred pursuant to this clause (j) and the advance rates set forth in the ABL Loan Documents may not be increased without the consent of the Required Lenders (other than any increases to the advance rates set forth in the Amendment No. 6 to ABL Credit Agreement as in effect on May 10, 2023);”
[Signature Pages Follow]
IN WITESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.
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| J.JILL, INC., | |
| a Delaware corporation, as Holdings | |
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| By | /s/ Mark Webb |
| Name: | Mark Webb |
| Title: | Executive Vice President |
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| JILL ACQUISITION LLC | |
| A Delaware limited liability company, | |
| as the Borrower | |
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| By: | /s/ Mark Webb |
| Name: | Mark Webb |
| Title: | Executive Vice President |
| J. JILL GIFT CARD SOLUTIONS, INC., | |
| a Florida corporation, | |
| as the Borrower | |
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| By: | /s/ Mark Webb |
| Name: | Mark Webb |
| Title: | Executive Vice President
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| JEFFERIES FINANCE LLC, | |
| as Administrative Agent | |
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| By: | /s/ Peter Cucchiara |
| Name: | Peter Cucchiara |
| Title: | Senior Vice President
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| SYCAMORE PARTNERS CREDIT OPPORTUNITIES LLC, | |
| as a Lender | |
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| By: | /s/ Shawn Faurat |
| Name: | Shawn Faurat |
| Title: | Managing Director
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| ALCOF III NUBT, L.P. | |
| By: Arbour Lane Fund III GP, LLC | |
| Its General Partner, as a Lender | |
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| By: | /s/ Kenneth Hoffman |
| Name: | Kenneth Hoffman |
| Title: | Manager
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| ALCOF III REX, LLC | |
| As a Lender | |
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| By: | /s/ Kenneth Hoffman |
| Name: | Kenneth Hoffman |
| Title: | Manager
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Signature Page to Term Loan Credit Agreement
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