Exhibit 10.11
AMENDMENT NO. 7 TO ABL CREDIT AGREEMENT
THIS AMENDMENT NO. 7 TO ABL CREDIT AGREEMENT (this “Seventh
Amendment”), dated as of December 1, 2023 (the “Seventh Amendment Effective Date”), is entered into by and among JILL ACQUISITION LLC, a Delaware limited liability company (the “Company”), J. JILL GIFT CARD SOLUTIONS, INC., a Florida corporation (“Gift Card Solutions” and, together with the Company, the “Borrowers”), J.JILL, INC., a Delaware corporation, as successor to JJill Holdings, Inc. and Jill Intermediate LLC (as replacement “Parent” of Jill Holdings LLC) (“Parent”), the Lenders party hereto and CIT FINANCE LLC, as the Administrative Agent and Collateral Agent (in such capacities, the “Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the ABL Credit Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the Borrowers, Parent, the Agent and the other parties thereto are parties to that certain ABL Credit Agreement, dated as of May 8, 2015 (as amended by Amendment No. 6 to ABL Credit Agreement, dated as of May 10, 2023, Amendment No. 5 to ABL Credit Agreement dated as of April 15, 2022, Amendment No. 4 to ABL Credit Agreement and Waiver dated as of September 30, 2020, Amendment No. 3 to ABL Credit Agreement dated as of June 12, 2019, Amendment No. 2 to ABL Credit Agreement dated as of August 22, 2018, and Amendment No. 1 to ABL Credit Agreement dated as of May 27, 2016 (the “ABL Credit Agreement”) and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Amended ABL Credit Agreement”); and
WHEREAS, in connection with the foregoing, the Agent, the Lenders (constituting the Required Lenders) and the Borrowers have agreed to the making of certain amendments to, and certain waivers in respect of, the ABL Credit Agreement, in each case, subject to the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, it is agreed:
“In Transit Inventory Reserve Amount” shall mean (a) at all times during an In Transit Inventory Reserve Period, an amount equal to
$500,000, and (b) at all other times, an amount equal to $0.
“In Transit Inventory Reserve Period” means a period
$5,000,000, and (b) continuing through and including the first day after such date that Excess Availability has equaled or exceeded
$5,000,000, as determined by the Administrative Agent in its Permitted Discretion, following the date of delivery to the Administrative Agent of a Borrowing Base Certificate required by Section 9.01(f).
““Borrowing Base” shall mean, as of any date of calculation, the amount, calculated pursuant to the Borrowing Base Certificate most recently delivered to the Administrative Agent in accordance with Section 9.01(f) (but as modified as provided below in this definition), equal to, without duplication:
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Each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to review such computations and if, in its Permitted Discretion, such computations have not been calculated in accordance with the terms of this Agreement, each of the Administrative Agent and the Collateral Agent shall have the right to correct any such errors. Without limiting the foregoing, assets which are acquired by one or more Borrowers pursuant to one or more Permitted Acquisitions (or owned by Borrowers that are acquired under one or more Permitted Acquisitions) but for which the Administrative Agent shall not have received an acceptable appraisal and/or field examination with respect to such assets, as applicable, may be included in the Borrowing Base as of the time of such Permitted Acquisition (subject to such Reserves as may be established from time to time by the Administrative Agent with respect thereto in its Permitted Discretion) until the 30th day after the time of such Permitted Acquisition so long as (x) Borrowers and the Administrative Agent reasonably believe in good faith that such assets do not otherwise fail to satisfy the criteria contained in the respective defined terms above, and (y) the aggregate amount of such assets that are included in the Borrowing Base under this paragraph does not at any time exceed $1,000,000.”
“(iii) is the subject of a non-negotiable bill of lading, non- negotiable sea waybill or other similar shipping document governed by the laws of a state within the United States (each a “Non-Negotiable Document”) that (A) is consigned to a Borrower, and (B) is issued by the carrier (including a non-vessel operating common carrier) in possession of the inventory that is subject to such non-negotiable document and, if requested by the Administrative Agent following the occurrence and during the continuance of an Event of Default, to which a Carrier Notice has been delivered;”
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Amendment, and this Seventh Amendment constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).
(b) that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
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and attached to a single counterpart so that all signature pages are physically attached to the same document. The parties hereto agree that delivery of an executed counterpart of a signature page to this Seventh Amendment by telefacsimile or in ‘.PDF’ format by electronic mail shall be effective as delivery of an original executed counterpart of this Seventh Amendment.
(i) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (ii) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date).
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Obligations under the Amended ABL Credit Agreement, as amended by this Seventh Amendment, and the other Credit Documents; and (3) the position of the Lenders with respect to such Liens, the Collateral in which a security interest was granted pursuant to the Existing Security Documents, and the ability of the Agent to realize upon such Liens pursuant to the terms of the Security Documents have not been adversely affected by modification of the ABL Credit Agreement effected pursuant to this Seventh Amendment or by the execution, delivery, performance or effectiveness of this Seventh Amendment.
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AGENT AND LENDER
CIT FINANCE LLC,
as Administrative Agent, Collateral Agent and sole Lender
By:
Name: Robert L. Klein
Title: Managing Director
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Seventh Amendment as of the date first above written.
CREDIT PARTIES:
JILL ACQUISITION LLC,
as a Borrower
By: /s/ Mark Webb
Name: Mark Webb
Title: Executive Vice President
J. JILL GIFT CARD SOLUTIONS, INC.,
as a Borrower
By: /s/ Mark Webb
Name: Mark Webb
Title: Executive Vice President
J.JILL, INC.,
as a Guarantor
By: /s/ Mark Webb
Name: Mark Webb
Title: Executive Vice President