Exhibit 10.1
SECOND AMENDMENT TO FIFTH AMENDED
AND RESTATED LOAN AGREEMENT
This Second Amendment to Fifth Amended and Restated Loan Agreement,
dated as of July 25, 2002, by and among The J. Jill Group, Inc., a Delaware
corporation ("BORROWER") on the one hand, and Citizens Bank of Massachusetts,
HSBC Bank USA, and Banknorth, N.A. f/k/a Peoples Heritage Bank, N.A., successor
by merger to Bank of New Hampshire, N.A. (collectively "LENDERS") and Citizens
Bank of Massachusetts as agent ("AGENT") for the LENDERS, on the other hand.
WITNESSETH:
WHEREAS, BORROWER, LENDERS and AGENT are parties to that certain Fifth
Amended and Restated Loan Agreement dated as of June 29, 2001, as amended by
First Amendment thereto dated as of August 28, 2001 (collectively, the "LOAN
AGREEMENT"); and
WHEREAS, BORROWER, LENDERS and AGENT wish to amend the LOAN AGREEMENT
as more particularly hereafter set forth. Capitalized terms used herein without
definition shall have the meanings ascribed to them in the LOAN AGREEMENT.
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereby agree that the LOAN AGREEMENT is hereby amended as
follows:
1. Section 1.01 of the LOAN AGREEMENT is hereby amended by deleting the
definition of "TERMINATION DATE" appearing therein and substituting
therefor the following:
"TERMINATION DATE" shall mean June 1, 2004."
2. Section 1.01 of the LOAN AGREEMENT is hereby amended by deleting the
definition of "UNFINANCED CAPITAL EXPENDITURES" appearing therein
and substituting therefor the following:
"UNFINANCED CAPITAL EXPENDITURES" shall mean the lesser of (A)
consolidated capital expenditures net of related tenant allowances
minus new consolidated long term indebtedness issued during the
applicable period plus the aggregate amount of all long term
indebtedness prepaid during such period or (B) the "CASH
CALCULATION" as hereafter described. "CASH CALCULATION" shall equal
zero ($0) if BORROWER'S cash and cash equivalents pursuant to
BORROWER'S consolidated balance sheet at the end of the applicable
period equals or exceeds Twenty-Eight Million
Seven Hundred Six Thousand Dollars ($28,706,000). If BORROWER'S cash
and cash equivalents pursuant to BORROWER'S consolidated balance
sheet at the end of the applicable period are less than Twenty-Eight
Million Seven Hundred Six Thousand Dollars ($28,706,000) (the
"LESSER SUM"), then "CASH CALCULATION" shall equal the difference
between Twenty-Eight Million Seven Hundred Six Thousand Dollars
($28,706,000) and the LESSER SUM. The term "long term indebtedness"
as used in this definition shall include, but not be limited to,
those items shown on Schedule 1.01C."
3. Section 1.01 of the LOAN AGREEMENT is hereby amended by adding the
following definitions to said Section in the appropriate
alphabetical location in said Section:
"CASH CALCULATION" is defined in the definition of "UNFINANCED
CAPITAL EXPENDITURES."
"LESSER SUM" is defined in the definition of "UNFINANCED CAPITAL
EXPENDITURES."
"TNW MINIMUM BENCHMARK" is defined in Section 9.17.
4. Section 6.06 of the LOAN AGREEMENT is hereby deleted in its
entirety.
5. Section 9.16 of the LOAN AGREEMENT is hereby deleted in its entirety
and the following is substituted therefor:
"9.16. BORROWER and its SPECIAL SUBSIDIARIES shall not open more
than an aggregate of ninety (90) new retail stores in the combined
FISCAL YEARS of 2002 and 2003 of BORROWER, and thereafter BORROWER
and its SPECIAL SUBSIDIARIES shall not open more than fifty (50) new
retail stores in any FISCAL YEAR of BORROWER commencing with FISCAL
YEAR 2004."
6. Section 9.17 of the LOAN AGREEMENT is hereby deleted in its entirety
and the following is substituted therefor:
"BORROWER'S TANGIBLE NET WORTH shall not be less than One Hundred
Ten Million Dollars ($110,000,000) from the date of execution hereof
through December 27, 2002; and at December 28, 2002, BORROWER'S
TANGIBLE NET WORTH shall not be less than the sum of (A) One Hundred
Ten Million Dollars ($110,000,000) and (B) fifty percent (50%) of
BORROWER'S net income (but not less than zero) for the year then
ended (the "TNW MINIMUM BENCHMARK"). Thereafter, at each year end of
BORROWER in each succeeding year, BORROWER's TANGIBLE NET WORTH
shall not be less than the sum of (A) the TNW MINIMUM BENCHMARK for
the immediately preceding year and (B) fifty percent (50%) of
BORROWER's net income (but not less than zero) for the year then
ended."
7. Simultaneously herewith, BORROWER shall pay to AGENT for the benefit
of the LENDERS on a pro rata basis a facility fee of Sixty-Two
Thousand Five
2
Hundred Dollars ($62,500) in connection with this Second Amendment
to Fifth Amended and Restated Loan Agreement.
8. Simultaneously herewith, BORROWER shall execute and deliver to AGENT
an amendment of each of the REVOLVING NOTES reflecting the aforesaid
new TERMINATION DATE, each in form and substance satisfactory to
AGENT.
Except as hereby amended, the LOAN AGREEMENT is hereby ratified, confirmed and
republished.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the date first above written.
CITIZENS BANK OF MASSACHUSETTS THE J. JILL GROUP, INC.
By: /s/ Lori B. Leeth By: /s/ Linda L. Trudel
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Lori B. Leeth, Senior Vice President Name: Linda L. Trudel
Title: Vice President/Corporate Controller
HSBC BANK USA BANKNORTH, N.A. f/k/a Peoples Heritage
Bank, N.A., successor by merger to Bank of
By: /s/ George Ahlmeyer New Hampshire, N.A.
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George Ahlmeyer, Senior Vice President
By: /s/ Jon R. Sundstrom
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Jon R. Sundstrom
Senior Vice President