EX-10.5



 Exhibit 10.5 

Execution Version 

AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT 

AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT (this “First Amendment”), dated as of May 27, 2016, among JILL ACQUISITION
LLC, a Delaware limited liability company (the “Borrower”), JILL INTERMEDIATE LLC, a Delaware limited liability company (as successor to Jill Holdings LLC, “Holdings”), the other Credit Parties party hereto, the
2016 Incremental Term Loan Lenders (as defined below) party hereto, the other Lenders identified on the signature pages hereto and JEFFERIES FINANCE LLC, as the administrative agent (in such capacity, the “Administrative 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 Credit Agreement (as defined below). 

W I T N E S S E T H: 

WHEREAS, the Borrower, Holdings, the Lenders, the Administrative Agent and the other parties thereto are parties to that certain Term Loan
Credit Agreement, dated as of May 8, 2015 (the “Credit Agreement”); 
 WHEREAS, the Borrower has previously notified
the Administrative Agent, in accordance with Section 2.14(a) of the Credit Agreement, that it is requesting the establishment of commitments in respect of Incremental Term Loans in an aggregate principal amount of up to
$40,000,000 (the “2016 Incremental Term Loan Commitments”); 
 WHEREAS, the Borrower has requested, and, subject to the
satisfaction of the conditions set forth herein, the Administrative Agent has consented to, the amendment of the Credit Agreement on the terms and conditions set forth herein to establish the 2016 Incremental Term Loan Commitments, the proceeds of
which will be used, together with cash on hand of the Borrower, to make or pay a series of distributions and dividends to the direct and indirect parent entities of Borrower and ultimately to the partners of the topmost parent entity on or about the
First Amendment Effective Date (as defined below) in an aggregate amount not to exceed $70.0 million and to pay fees and expenses incurred in connection with the foregoing and in connection with this First Amendment (collectively, the
“First Amendment Transactions”), and each Lender with a 2016 Incremental Term Loan Commitment (each, a “2016 Incremental Term Loan Lender”) is prepared to provide Incremental Term Loans in an amount equal to such
2016 Incremental Term Loan Lender’s 2016 Incremental Term Loan Commitment set forth on Schedule 1 hereto (the “2016 Incremental Term Loans”), subject to the terms and conditions set forth herein; and 

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders consent to the amendment of certain other terms and
provisions of the Credit Agreement as set forth herein, and, subject to the satisfaction of the conditions set forth herein, the Administrative Agent and the Lenders signatory hereto are willing to do so, 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: 
 I. 2016 Incremental Term Loans. 

A. Pursuant to Section 2.14 of the Credit Agreement, and subject to the satisfaction of the conditions set forth in
Section III.E hereof, on and as of the First Amendment Effective Date: 
 1. Each 2016 Incremental Term Loan Lender
hereby agrees to make a 2016 Incremental Term Loan to the Borrower on the First Amendment Effective Date in a principal amount not to exceed its respective share of the 2016 Incremental Term Loan Commitment as set forth opposite its name on
Schedule 1 hereto. 







 Execution Version 

 
 2. Each 2016 Incremental Term Loan Lender hereby agrees that upon, and
subject to, the occurrence of the First Amendment Effective Date, such 2016 Incremental Term Loan Lender shall be deemed to be, and shall become, a “Lender” under, the Credit Agreement and the other Credit Documents with respect to its
2016 Incremental Term Loans. From and after the First Amendment Effective Date, each reference in the Credit Agreement to any 2016 Incremental Term Loan Lender’s “Commitment” shall be (A) its 2016 Incremental Term Loan Commitment
made pursuant to this First Amendment, as set forth opposite its name on Schedule 1 to this First Amendment under the heading “2016 Incremental Term Loan Commitment,” plus (B) any other Commitment of such 2016 Incremental Term
Loan Lender. 
 3. The 2016 Incremental Term Loans shall be identical to the Initial Term Loans, including, without limitation, with respect
to maturity, mandatory and voluntary prepayments, interest rate and other economic terms. 
 B. For purposes of the Credit Agreement, this
First Amendment shall be considered, with respect to the establishment of the 2016 Incremental Term Loan Commitments, the “Incremental Amendment.” 

C. The Required Lenders signatory hereto hereby consent to the incurrence of the 2016 Incremental Term Loans. 

II. Amendments to Credit Agreement. Subject to the satisfaction of the conditions set forth in Section III.E hereof, on and as of the First
Amendment Effective Date, the Credit Agreement is hereby amended as follows: 
 A. (i) Section 1.1 of the Credit
Agreement is hereby amended by inserting the following definitions in the proper alphabetical order: 
 ““2016
Dividend” means a series of distributions and dividends to the direct and indirect parent entities of Borrower and ultimately to the partners of the topmost parent entity (x) on or about the First Amendment Effective Date in an
aggregate amount not to exceed $70.0 million and (y) after the First Amendment Effective Date in an aggregate amount not to exceed $40.0 million with the proceeds of Incremental Term Loans incurred pursuant to clause (ii) of the
definition of “Maximum Incremental Facilities Amount.” 
 ““2016 Incremental Term Loans” means the Term Loans
funded on the First Amendment Effective Date by the 2016 Incremental Term Loan Lenders (as defined in the First Amendment) in an aggregate principal amount of up to $40,000,000.” 

““First Amendment” means Amendment No. 1 to Term Loan Credit Agreement, dated as of the First Amendment Effective
Date, by and among the Borrower, Holdings, the other Credit Parties party thereto, the Administrative Agent and the Lenders party thereto.” 

  
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 Execution Version 

 
 ““First Amendment Effective Date” means the
conditions precedent to the effectiveness of the First Amendment shall have been satisfied and waived in accordance with the terms thereof, which date shall be May 27, 2016.” 

““Scheduled 2016 Incremental Term Loan Repayment” shall have the meaning provided in Section 4.02(a)(i).”

 ““Scheduled 2016 Incremental Term Loan Repayment Date” shall have the meaning provided in Section
4.02(a)(i).” 
 ““Scheduled Term Loan Repayment” shall have the meaning provided in Section
4.02(a)(i).” 
 ““Scheduled Term Loan Repayment Date” shall have the meaning provided in Section
4.02(a)(i).” 
 (ii) The definition of “Maximum Incremental Facilities Amount” in
Section 1.1 of the Credit Agreement is hereby amended by amending and restating the definition in its entirety as follows: 

““Maximum Incremental Facilities Amount” shall mean, at any date of determination, the sum of (i)(x)
$50,000,000 minus (y) the sum of the aggregate principal amount of Incremental Term Loans made pursuant to this clause (i)(x) after the First Amendment Effective Date and prior to such date, plus (ii) the maximum amount such
that, after giving effect to the incurrence of such amount, the First Lien Net Leverage Ratio shall not exceed 3.50:1.00 (x) determined on a Pro Forma Basis as of the last day of the Calculation Period most recently ended prior to the
date of the incurrence of the Incremental Term Loans, as if such Incremental Term Loans (and any other Indebtedness incurred or to be incurred after the last day of such Calculation Period and on or prior to the date of determination) had been
incurred (and, if incurred to finance a Specified Transaction, such Specified Transaction had been consummated) on the first day of such Calculation Period, (y) without netting the cash proceeds of any Incremental Term Loans in calculating such
ratio and (z) any unsecured Incremental Term Loans or Incremental Term Loans that rank in junior in right of security with other Term Loans, in any case, that are outstanding on such date of determination or are to be incurred on such date of
determination shall be deemed to be secured on a pari passu basis with the Initial Term Loans for purposes of calculating such First Lien Net Leverage Ratio.” 

(iii) The definitions of “Scheduled Initial Term Loan Repayment” and “Scheduled Initial Term Loan
Repayment Date” in Section 1.1 of the Credit Agreement are hereby deleted in their entirety. 
 (iv) The
definition of “Term Loans” in Section 1.1 of the Credit Agreement is hereby amended by amending and restating the definition in its entirety as follows: 

“Term Loans” shall mean Initial Term Loans, 2016 Incremental Term Loans, Incremental Term Loans incurred after
the First Amendment Effective Date, Other Term Loans and Extended Term Loans. 

  
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 Execution Version 

 
 B. Section 4.01(c) of the Credit Agreement is hereby amended by
amending and restating such Section in its entirety as follows: 
 “(c) If, prior to the six month anniversary of the First Amendment
Effective Date, (x) the Borrower makes any prepayment of Term Loans with the proceeds of any debt financing referred to in clause (x) of the definition of “Repricing Transaction” (other than ABL Loans), or (y) effects any
amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender (including any Lender that is replaced for failing to consent to such amendment), (I) in the
case of clause (x), a prepayment premium of 1% of the aggregate principal amount of such Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the Class of Term Loans
subject to such Repricing Transaction.” 
 C. Sections 4.02(a)(i) and (ii) of the Credit Agreement
are hereby amended by amending and restating such Sections in their entirety as follows: 
 “4.02 Mandatory Repayments (a)(i). In
addition to any other mandatory repayments required pursuant to this Section 4.02, on the last Business Day of each Fiscal Quarter of the Borrower (each, a “Scheduled Term Loan Repayment Date”), the
Borrower shall be required to repay that aggregate principal amount of Initial Term Loans and 2016 Incremental Term Loans, to the extent then outstanding, in an amount equal to 0.25% of the original aggregate principal amount thereof, and the
Borrower shall be required to repay the remaining aggregate principal amount of Initial Term Loans and 2016 Incremental Term Loans then outstanding on the Initial Maturity Date (each such repayment, as the same may be (x) reduced as provided in
Section 4.01(a), 4.01(b) or 4.02(f), or pursuant to following clause (iii), or (y) increased, as provided in following clause (iv), a “Scheduled Term Loan Repayment”): 

(ii) Each additional Class of Term Loans created after the Closing Date in accordance with the provisions of this Agreement shall have
such scheduled repayments applicable thereto (each such repayment, as same may be (x) reduced as provided in Section 4.01(a), 4.02(b) or 4.02(f), or pursuant to the following clause (iii), or (y) increased as
provided in following clause (iv), a “Scheduled Additional Class Repayment” and, together with the Scheduled Term Loan Repayments, the “Scheduled Repayments”), payable on such date (each a
“Scheduled Additional Class Repayment Date” and, together with the Scheduled Term Loan Repayment Dates, the “Scheduled Repayment Date”) as shall be set forth in the applicable Incremental
Amendments, Extension Amendments and/or Refinancing Amendments, as applicable.” 
 D. Section 9.03 of the
Credit Agreement is hereby amended by deleting “and” at the end of clause (l) thereof, replacing the “.” at the end of clause (m) thereof with “; and” and inserting the following new clause (n) at the end
thereof: 
 “(n) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, one or more Loan
Parties may make the 2016 Dividend.” 

  
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 Execution Version 

 
 E. Section 9.11 of the Credit Agreement is
hereby amended by amending and restating such Section in its entirety as follows: 
 “9.11. Financial Covenant. The Borrower
shall not permit the Total Net Leverage Ratio, as of the last day of any Test Period ended closest to any date in the table below, to exceed the ratio set forth opposite such date in the table below. 

 

					
	Test Period ended closest to:	  	Total Net Leverage Ratio:	 
	 October 31, 2015
	  	 	5.00:1.00	  
	 January 31, 2016
	  	 	5.00:1.00	  
	 April 30, 2016
	  	 	5.00:1.00	  
	 July 31, 2016
	  	 	5.00:1.00	  
	 October 31, 2016
	  	 	5.00:1.00	  
	 January 31, 2017
	  	 	5.00:1.00	  
	 April 30, 2017
	  	 	5.00:1.00	  
	 July 31, 2017
	  	 	4.75:1.00	  
	 October 31, 2017
	  	 	4.75:1.00	  
	 January 31, 2018
	  	 	4.50:1.00	  
	 April 30, 2018
	  	 	4.50:1.00	  
	 July 31, 2018
	  	 	4.25:1.00	  
	 October 31, 2018
	  	 	4.00:1.00	  
	 January 31, 2019
	  	 	3.75:1.00	  
	 April 30, 2019
	  	 	3.75:1.00	  
	 July 31, 2019
	  	 	3.50:1.00	  
	 October 31, 2019
	  	 	3.50:1.00	  
	 January 31, 2020
	  	 	3.00:1.00	  
	 April 30, 2020
	  	 	3.00:1.00	  
	 July 31, 2020
	  	 	3.00:1.00	  
	 October 31, 2020
	  	 	3.00:1.00	  
	 January 31, 2021
	  	 	3.00:1.00	  
	 April 30, 2021
	  	 	3.00:1.00	  
	 July 31, 2021
	  	 	3.00:1.00	  
	 October 31, 2021
	  	 	3.00:1.00	  
	 January 31, 2022
	  	 	3.00:1.00	  
	 April 30, 2022
	  	 	3.00:1.00	  

 F. Section 9.12 of the Credit Agreement is hereby amended by amending and restating
such Section in its entirety as follows: 
 “9.12 Limitation on Capital Expenditures. The Borrower shall not permit the aggregate
amount of Capital Expenditures (other than (a) Capital Expenditures made in the form of Investments pursuant to Section 9.05(p) or (r), (b) Capital Expenditures described in clause (ii) of the definition thereof or (c) Capital
Expenditures made as tenant in leasehold improvements to the extent reimbursed by landlords) made in any Fiscal Year set forth below to exceed the amount set forth opposite such Fiscal Year below:
 
  

					
	Fiscal Year ending	  	Amount	 
		
	 January 30, 2016
	  	$	25,000,000	  
	 January 28, 2017
	  	$	45,000,000	  
	 February 3, 2018
	  	$	37,500,000	  
	 February 2, 2019, and each Fiscal Year thereafter
	  	$	27,500,000	  


  
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 Execution Version 

 
 The amount set forth above in this
Section 9.12 for each Fiscal Year is the “Base Amount”. The Base Amount for any Fiscal Year shall be increased by an amount equal to (x) the unused portion of any permitted Capital Expenditures in each
previous Fiscal Year and (y) any amounts allowed to be made or incurred for Capital Expenditures in the immediately subsequent Fiscal Year (as set forth above), if any; provided that any amounts so made or incurred in such Fiscal Year in
reliance on clause (y) shall result in a corresponding reduction (on a dollar-for-dollar basis) in the Base Amount of Capital Expenditures allowed to be made
or incurred in such immediately subsequent Fiscal Year.” 
 III. Miscellaneous Provisions. 

A. Representations and Warranties. 

1. Each Credit Party has the company power and authority to execute, deliver and perform the terms and provisions of this First Amendment and
has taken all necessary company action to authorize the execution, delivery and performance by it of this First Amendment. Each Credit Party has duly executed and delivered this First Amendment, and this First 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). 
 2. None of the
consummation of the First Amendment Transactions, the execution, delivery or performance by any Credit Party of this First Amendment, nor compliance by it with the terms and provisions thereof, will (a) contravene any provision of any law,
statute, rule or regulation or any order, writ, injunction or decree of any court or Governmental Authority, (b) conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under,
or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents and the ABL Loan Documents) upon any of the property or assets of any Credit Party or any of its Restricted
Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other agreement, contract or instrument to which any Credit Party or any of its Restricted Subsidiaries is a party or by which
it or any of its property or assets is bound or (c) violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or
equivalent organizational documents), as applicable, of any Credit Party or any of its Restricted Subsidiaries, except with respect to any violation or conflict referred to in clauses (a) and (b) to the extent that such violation or conflict
could not reasonably be expected to have individually or in the aggregate a Material Adverse Effect. 

  
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 Execution Version 

 
 3. No order, consent, approval, license, authorization or validation of,
or filing, recording or registration with (except for those that have otherwise been obtained or made on or prior to the First Amendment Effective Date and which remain in full force and effect on the First Amendment Effective Date) or exemption by,
any Governmental Authority or third party is required to be obtained or made by, or on behalf of, any Credit Party to authorize, or is required to be obtained or made by, or on behalf of, any Credit Party in connection with, (i) the execution,
delivery and performance by the Credit Parties of this First Amendment or (ii) the legality, validity, binding effect or enforceability of this First Amendment which in the case of clauses (i) and (ii), if not obtained, could reasonably be
expected to result in a Material Adverse Effect. 
 4. There are no actions, suits or proceedings pending or, to the knowledge of Holdings
and the Borrower, threatened (a) with respect to the First Amendment Transactions or this First Amendment or (b) that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

 B. This First Amendment is limited to the matters specified herein and shall not constitute a modification, acceptance or waiver of any
other provision of the Credit Agreement or any other Credit Document. 
 C. The Lenders party hereto consent to the terms of, and authorize
the Administrative Agent to enter into, Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof (the “Intercreditor Amendment”) attached as Exhibit I hereto. 

D. This First Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts 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 First Amendment by telefacsimile or in ‘PDF’ format by electronic mail
shall be effective as delivery of an original executed counterpart of this First Amendment. 
 E. This First Amendment and the rights and
obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York. 

F. The effectiveness of this First Amendment shall be subject to the satisfaction or waiver of the following conditions precedent (the date on
which all such conditions are satisfied or waived, the “First Amendment Effective Date”): 
 1. Executed First
Amendment. Receipt by the Administrative Agent of counterparts of this First Amendment, duly executed by each of the Borrower, Holdings, each other Credit Party, the Administrative Agent, each 2016 Incremental Term Loan Lender listed on
Schedule 1 hereto and the Lenders constituting Required Lenders, which shall have been delivered (including by way of facsimile or other electronic transmission) to the Administrative Agent, c/o Proskauer Rose LLP, Eleven Times Square, New
York, NY 10036, Attention: Andrew Eiger (facsimile number: 212-969-2900 / e-mail address: aeiger@proskauer.com). 

  
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 Execution Version 

 
 2. Executed Intercreditor Amendment. Receipt by the
Administrative Agent of counterparts of the Intercreditor Amendment, duly executed by each of the Borrower, Holdings, each other Credit Party, the Administrative Agent and the ABL Agent. 

3. Secretary’s Certificate. (x) The Administrative Agent shall have received a certificate from each Credit
Party, dated the First Amendment Effective Date, signed by an Authorized Officer of such Credit Party, and attested to by the secretary or any assistant secretary of such Credit Party, with appropriate insertions, together with certified copies of
the certificate or articles of incorporation and by-laws (or other equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such
certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative Agent and (y) on or prior to the First Amendment Effective Date, the Administrative Agent shall have received all records of
Company proceedings, good standing certificates and bring down letters, if any, which the Administrative Agent reasonably may have requested, such documents and papers where appropriate to be certified by proper Company or Governmental Authorities.

 4. Officer’s Certificate. The Administrative Agent shall have received a certificate, dated the First Amendment
Effective Date and signed by a duly authorized Officer of the Borrower on behalf of each Credit Party, confirming compliance with the conditions precedent set forth in Section III.E.8 below. 

5. Opinion of Counsel. On the First Amendment Effective Date, the Administrative Agent shall have received a favorable written
opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, special counsel to the Credit Parties, addressed to the Administrative Agent, the Collateral Agent and the Lenders and dated the First Amendment Effective Date in form and substance
reasonably satisfactory to the Administrative Agent. 
 6. Solvency Certificate. On the First Amendment Effective Date,
the Administrative Agent shall have received a solvency certificate from the chief financial officer (or other officer with reasonably equivalent duties) of the Borrower, in substantially the form of Exhibit II annexed hereto. 

7. Notice of Borrowing. Prior to the making of the 2016 Incremental Term Loans on the First Amendment Effective Date, the
Administrative Agent shall have received from the Borrower a Notice of Borrowing with respect to such 2016 Incremental Term Loans meeting the requirements of Sections 2.03(a) of the Credit Agreement. 

8. Fees. The Administrative Agent shall have received, on behalf of each Lender with Initial Term Loans that shall have delivered
an executed signature page to this First Amendment, and released such signature page, on or prior to 12:00 p.m., New York City time, on May 27, 2016, a non-refundable amendment fee equal to 0.25 %
multiplied by the sum of the unpaid principal balance of the Initial Term Loans held by such Lender, which amendment fee shall be earned in full on the date hereof. All other costs, fees and expenses (including legal fees and expenses) and other
compensation and amounts due and payable pursuant to Section 11.06 of the Credit Agreement or as separately agreed in writing in connection with the First Amendment shall have been paid on the First


  
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 Execution Version 

 
 Amendment Effective Date (and solely with respect to legal fees and
expenses and any other out-of-pocket fees and expenses that do not have a fixed dollar amount, to the extent invoiced prior to the First Amendment Effective Date). 

9. No Default; Representations and Warranties. On the First Amendment Effective Date and also after giving effect to the
First Amendment Transactions (i) no Default or Event of Default shall have occurred and be continuing and (ii) all representations and warranties contained in the Credit Agreement and in the other Credit Documents shall be true and correct
in all material respects with the same effect as though such representations and warranties had been made on the First Amendment Effective Date (it being understood and agreed that (x) 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 (y) 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). 
 10. Accrued Interest on Initial Term Loans. The
Borrower shall have paid or have caused to be paid, to the Lenders with Initial Term Loans on the First Amendment Effective Date, all accrued interest owing on the Initial Term Loans to and until the First Amendment Effective Date. 

G. Each Credit Party hereby acknowledges that it has read this First Amendment and consents to the terms hereof and further hereby affirms,
confirms, represents, warrants and agrees that (i) notwithstanding the effectiveness of this First Amendment, the obligations of such Credit Party under each of the Credit Documents to which it is a party shall not be impaired and each of the Credit
Documents to which such Credit Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; (ii) after giving effect to this First Amendment, (A)
neither the amendment of the Credit Agreement or any other Credit Document effected pursuant to this First Amendment nor the execution, delivery, performance or effectiveness of this First Amendment or any other Credit Document shall impair the
validity, effectiveness or priority of the Liens granted pursuant to the Security Documents (as in effect immediately prior to the First Amendment Effective Date, the “Existing Security Documents”) and such Liens shall continue
unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred and (B) in the case of any Guarantor, its guaranty, as and to the extent provided in the Guaranty, shall continue in full force and
effect in respect of the Obligations under the Credit Agreement, as amended by this First Amendment, and the other Credit Documents; (iii) neither the modification of the Credit Agreement effected pursuant to this First Amendment nor the execution,
delivery, performance or effectiveness of this First Amendment requires that any new filings be made or other action taken to perfect or maintain the perfection of such Liens; and (iv) 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 Administrative Agent to realize upon such Liens pursuant to the terms of the Security Documents have not been adversely affected
by modification of the Credit Agreement effected pursuant to this First Amendment or by the execution, delivery, performance or effectiveness of this First Amendment. 

Each Credit Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such
Credit Party is not required by the terms of the Credit Agreement or any other Credit Document to consent to this First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Credit Document shall be deemed to
require the consent of such Credit Party to any future waiver of the terms of the Credit Agreement. 

  
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 Execution Version 

 
 H. From and after the First Amendment Effective Date, (i) all
references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby on the First Amendment Effective Date and (ii) the First Amendment
shall be considered a “Credit Document” under the Credit Agreement. 

*        *        * 

  
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 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and
deliver this First Amendment as of the date first above written. 
  

					
	BORROWER:
	
	JILL ACQUISITION LLC
		
	By:	 	 /s/ David Biese

		 	Name:	 	David Biese
		 	Title:	 	Chief Financial Officer
	
	HOLDINGS:
	
	JILL INTERMEDIATE LLC
		
	By:	 	 /s/ David Biese

		 	Name:	 	David Biese
		 	Title:	 	Chief Financial Officer
	
	SUBSIDIARY GUARANTORS:
	
	J. JILL GIFT CARD SOLUTIONS, INC.
		
	By:	 	 /s/ David Biese

		 	Name:	 	David Biese
		 	Title:	 	Chief Financial Officer



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
	 JEFFERIES FINANCE LLC,
 as
Administrative Agent and a Lender

		
	By:	 	 /s/ J. Paul McDonnell

		 	Name:	 	J. Paul McDonnell
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 









							
	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL HOLDINGS LLC, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND
JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT.
		
		 	 JEFFERIES FINANCE LLC,
 as a
2016 Incremental Term Loan Lender

			
		 	By:	 	 /s/ J. Paul McDonnell

		 		 	Name:	 	J. Paul McDonnell
		 		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 









					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 Adirondack Park CLO Ltd.
 as a
Lender

		 	BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 Arch Street CLO, Ltd.
 as a
Lender

		
	By:	 	 /s/ Scott D’Orsi

		 	Name:	 	Scott D’Orsi
		 	Title:	 	Portfolio Manager



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 Arrowpoint CLO 2014-2, LTD.

as a Lender

		
	By:	 	 /s/ Sanjai Bhonsle

		 	Name:	 	Sanjai Bhonsle
		 	Title:	 	Portfolio Manager



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Arrowpoint CLO 2014-3, LTD.
		 	as a Lender
		
	By:	 	 /s/ Sanjai Bhonsle

		 	Name:	 	Sanjai Bhonsle
		 	Title:	 	Portfolio Manager



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Arrowpoint CLO 2015-4, Ltd.
		 	as a Lender
		 	 By: Arrowpoint Asset Management, LLC

As Collateral Manager

		
	By:	 	 /s/ Sanjai Bhonsle

		 	Name:	 	Sanjai Bhonsle
		 	Title:	 	Portfolio Manager



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Birchwood Park CLO, Ltd.
		 	as a Lender
		 	By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	BJC Health System
		 	as a Lender
		 	BY: GSO Capital Advisors II LLC, As its Investment Manager
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	BJC Pension Plan Trust
		 	as a Lender
		 	BY: GSO Capital Advisors LLC, its Investment Manager
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Blackstone / GSO Global Dynamic Credit Funding Ltd as a Lender
		 	By: Blackstone / GSO Global Dynamic Credit Master Fund, its Sole Shareholder
		 	By: Blackstone / GSO Debt Funds Management Europe Limited, its Manager
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Blackstone / GSO Long-Short Credit Income Fund as a Lender
		 	BY: GSO / Blackstone Debt Funds Management LLC as Investment Advisor
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Blackstone GSO U.S. Loan Funding Limited as a Lender
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	BLACKSTONE TREASURY ASIA PTE. LTD.
		 	as a Lender
		 	BY: GSO Capital Advisors LLC,
		 	its Investment Manager
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	BLACKSTONE/GSO STRATEGIC CREDIT FUND
		 	as a Lender
		 	BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Blackstone / GSO Senior Floating Rate Term Fund as a Lender
		 	BY: GSO / Blackstone Debt Funds Management LLC as Investment Advisor
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	BNPP LP CLO 2014-II, LLC,
		 	as a Lender
		
	By:	 	 /s/ Vanessa Ritter

		 	Name:	 	Vanessa Ritter
		 	Title:	 	Portfolio Manager



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

			
	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
	
	Bayside Small Cap Senior Loans III SPV, LLC
	
	 /s/ Richard Siegel

	By:	 	Richard Siegel
	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Bowman Park CLO, Ltd.
		 	as a Lender
		 	By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	BSG Fund Management B.V. on behalf of the Stichting Blue Sky Active Fixed Income US Leveraged Loan Fund
		 	as a Lender
		 	 By THL Credit Senior Loan Strategies LLC,

as Manager

		
	By:	 	 /s/ James R. Fellows

		 	Name:	 	James R. Fellows
		 	Title:	 	Managing Director/Co-Head



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Cole Park CLO, Ltd.
		 	as a Lender
		 	By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 Crown Point CLO III, Ltd.
 as a
Lender
 by Valcour Capital Management LLC,
 as its Collateral
Manager

		
	By:	 	 /s/ John D’Angelo

		 	Name:	 	John D’Angelo
		 	Title:	 	Sr. Portfolio Manager



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Cumberland Park CLO Ltd.
		 	as a Lender
		 	By: GSO / Blackstone Debt Funds Management
		 	LLC as Collateral Manager
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Cutwater 2015-I, LTD., as a Lender
		 	By: Cutwater Investor Services Corp as Collateral Manager
		
	By:	 	 /s/ Joseph Nelson

		 	Name:	 	Joseph Nelson
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Cutwater 2014-II, LTD., as a Lender
		 	By: Cutwater Investor Services Corp as Collateral Manager
		
	By:	 	 /s/ Joseph Nelson

		 	Name:	 	Joseph Nelson
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Cutwater 2014-I, LTD., as a Lender
		 	By: Cutwater Investor Services Corp as Collateral Manager
		
	By:	 	 /s/ Joseph Nelson

		 	Name:	 	Joseph Nelson
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	CVP Cascade CLO-3 Ltd.
		 	as a Lender
		 	By: CVP CLO Manager, LLC as Investment Manager
		
	By:	 	 /s/ Joseph Matteo

		 	Name:	 	Joseph Matteo
		 	Title:	 	Partner



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 Delaware Life Insurance Company
 as
a Lender

		 	By: GSO / Blackstone Debt Funds Management LLC as Sub-Advisor
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 DENALI CAPITAL CLO XI, LTD.
 as a
Lender

		 	BY: Crestline Denali Capital, L.P., collateral manager for DENALI CAPITAL CLO XI, LTD.
		
	By:	 	 /s/ Kelli Marti

		 	Name:	 	Kelli Marti
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Denali Capital CLO XII, Ltd.
		 	as a Lender
		 	BY: Crestline Denali Capital, L.P., collateral manager for DENALI CAPITAL CLO XII, LTD.
		
	By:	 	 /s/ Kelli Marti

		 	Name:	 	Kelli Marti
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Finn Square CLO, Ltd.
		 	as a Lender
		 	BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Gallatin CLO IV 2012-1, Ltd
		 	As Assignee
		 	 By: MP Senior Credit Partners LP
 as
its Collateral Manager

		
	By:	 	 /s/ Jane Lawrence

		 	Name:	 	Jane Lawrence
		 	Title:	 	Principal



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 Gallatin CLO V 2013-1, Ltd

As Assignee

		 	By: MP Senior Credit Partners L.P.
		 	as its Collateral Manager
		
	By:	 	 /s/ Jane Lawrence

		 	Name:	 	Jane Lawrence
		 	Title:	 	Principal



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Gallatin CLO VI 2013-2, LLC
		 	By: MP Senior Credit Partners L.P.
		 	as its Portfolio Manager
		
	By:	 	 /s/ Jane Lawrence

		 	Name:	 	Jane Lawrence
		 	Title:	 	Principal



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Gallatin CLO VII 2014-1, Ltd
		 	By: MP Senior Credit Partners
		 	as its Portfolio Manager
		
	By:	 	 /s/ Jane Lawrence

		 	Name:	 	Jane Lawrence
		 	Title:	 	Principal



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

			
	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
	
	 Gramercy Park CLO Ltd.
 as a
Lender

	 BY: GSO / Blackstone Debt Funds Management

LLC as Collateral Manager

		
	By:	 	 /s/ Thomas Iannarone

	Name:	 	Thomas Iannarone
	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	ICE 3: GLOBAL CREDIT CLO LIMITED
		 	as a Lender
		 	BY: ICE CANYON LLC, its Collateral Manager
		
	By:	 	 /s/ Jonathan M. Kaplan

		 	Name:	 	Jonathan M. Kaplan
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	JFIN CLO 2012 LTD
		 	By: Apex Credit Partners, as Portfolio Manager,
		 	as a Lender
		
	By:	 	 /s/ Stephen Goetschius

		 	Name:	 	Stephen Goetschius
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	JFIN CLO 2013 LTD
		 	By: Apex Credit Partners, as Portfolio Manager,
		 	as a Lender
		
	By:	 	 /s/ Stephen Goetschius

		 	Name:	 	Stephen Goetschius
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	JFIN CLO 2014 LTD
		 	By: Apex Credit Partners, as Portfolio Manager, as a Lender
		
	By:	 	 /s/ Stephen Goetschius

		 	Name:	 	Stephen Goetschius
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FlRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	JFIN CLO 2014-II LTD
		 	By: Apex Credit Partners, as Portfolio Manager,
		 	as a Lender
		
	By:	 	 /s/ Stephen Goetschius

		 	Name:	 	Stephen Goetschius
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	JFIN CLO 2015 LTD
		 	By: Apex Credit Partners, as Portfolio Manager,
		 	as a Lender
		
	By:	 	 /s/ Stephen Goetschius

		 	Name:	 	Stephen Goetschius
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	JFIN CLO 2015-II LTD
		 	By: Apex Credit Partners, as Portfolio Manager,
		 	as a Lender
		
	By:	 	 /s/ Stephen Goetschius

		 	Name:	 	Stephen Goetschius
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	JFIN MM CLO 2014 LTD
		 	By: Apex Credit Partners, as Portfolio Manager,
		 	as a Lender
		
	By:	 	 /s/ Stephen Goetschius

		 	Name:	 	Stephen Goetschius
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	 SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL
INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

		
		 	Keuka Park CLO, Ltd.
		 	as a Lender
		 	BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Tuolumne Grove CLO, Ltd.
		 	By: Tall Tree Investment Management as Collateral Manager,
		 	as a Lender
		
	By:	 	 /s/ Michael J. Starshak Jr.

		 	Name:	 	Michael J. Starshak Jr.
		 	Title:	 	Officer



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Nelder Grove CLO, Ltd.
		 	By: Tall Tree Investment Management as Collateral Manager,
		 	as a Lender
		
	By:	 	 /s/ Michael J. Starshak Jr.

		 	Name:	 	Michael J. Starshak Jr.
		 	Title:	 	Officer



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Lockwood Grove CLO, Ltd.
		 	By: Tall Tree Investment Management as Collateral Manager,
		 	as a Lender
		
	By:	 	 /s/ Michael J. Starshak Jr.

		 	Name:	 	Michael J. Starshak Jr.
		 	Title:	 	Officer



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Loomis Sayles Loan Fund, a series Trust of Multi Manager Global Investment Trust
		 	as a Lender
		 	By Loomis, Sayles & Company, L.P. its Investment Manager,
		 	By Loomis, Sayles & Company, Incorporated, its General Partner
		
	By:	 	 /s/ Mary McCarthy

		 	Name:	 	Mary McCarthy
		 	Title:	 	Vice President, Legal and Compliance Analyst



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Loomis Sayles Senior Floating Rate & Fixed Income Fund as a Lender
		 	By: Loomis, Sayles & Company, L.P., Its Investment Manager
		 	By: Loomis, Sayles & Company, Incorporated, Its General Partner
		
	By:	 	 /s/ Mary McCarthy

		 	Name:	 	Mary McCarthy
		 	Title:	 	Vice President, Legal and Compliance Analyst



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	MACQUARIE BANK LIMITED,
		 	as a Lender
		
	By:	 	 /s/ Robert Trevena

		 	Name:	 	Robert Trevena
		 	Title:	 	Division Director
		
	By:	 	 /s/ Fiona Smith

		 	Name:	 	Fiona Smith
		 	Title:	 	Division Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Marathon CLO VI, Ltd.
		 	as a Lender
		
	By:	 	 /s/ Louis Hanover

		 	Name:	 	Louis Hanover
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	MARATHON CLO VII LTD.
		 	as a Lender
		
	By:	 	 /s/ Louis Hanover

		 	Name:	 	Louis Hanover
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Marine Park CLO Ltd. as a Lender
		 	BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Monroe Capital BSL CLO 2015-1, Ltd.
		
		 	 By: Monroe Capital Management LLC,

as Collateral Manager and Attorney-in-fact

		
	By:	 	 /s/ Jeffrey Williams

		 	Name:	 	Jeffrey Williams
		 	Title:	 	Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Monroe Capital MML CLO 2016-1
		
		 	MONROE CAPITAL MML CLO 2016-1, LTD.,
		
		 	By: Monroe Capital Management LLC, as Collateral Manager Attorney-in-Fact
		
	By:	 	 /s/ Seth Friedman

		 	Name:	 	Seth Friedman
		 	Title:	 	Vice President



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	NEWSTAR COMMERCIAL LOAN FUNDING 2012-2 LLC, as a Lender
		
		 	By: NewStar Financial, Inc., its Designated Manager
		
	By:	 	 /s/ Robert Hornstein

		 	Name:	 	Robert Hornstein
		 	Title:	 	Managing Director
		
		 	NEWSTAR COMMERCIAL LOAN FUNDING 2013-1 LLC, as a Lender
		
		 	By: NewStar Financial, Inc., its Designated Manager
		
	By:	 	 /s/ Robert Hornstein

		 	Name:	 	Robert Hornstein
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	NEWSTAR COMMERCIAL LOAN FUNDING 2014-1 LLC, as a Lender
		
		 	By: NewStar Financial, Inc., its Designated Manager
		
	By:	 	 /s/ Robert Hornstein

		 	Name:	 	Robert Hornstein
		 	Title:	 	Managing Director
		
		 	NEWSTAR ARLINGTON SENIOR LOAN PROGRAM LLC, as a Lender
		
		 	By: NewStar Financial, Inc., its Designated Manager
		
	By:	 	 /s/ Robert Hornstein

		 	Name:	 	Robert Hornstein
		 	Title:	 	Managing Director
		
		 	NEWSTAR CLARENDON FUND CLO LLC, as a Lender
		
		 	By: NewStar Financial, Inc., its Designated Manager
		
	By:	 	 /s/ Robert Hornstein

		 	Name:	 	Robert Hornstein
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	NEWSTAR COMMERCIAL LOAN FUNDING 2015-1 LLC, as a Lender
		
		 	By: NewStar Financial, Inc., its Designated Manager
		
	By:	 	 /s/ Robert Hornstein

		 	Name:	 	Robert Hornstein
		 	Title:	 	Managing Director
		
		 	NEWSTAR COMMERCIAL LOAN FUNDING 2015-2 LLC, as a Lender
		
		 	By: NewStar Financial, Inc., its Designated
		
	By:	 	 /s/ Robert Hornstein

		 	Name:	 	Robert Hornstein
		 	Title:	 	Managing Director
		
		 	NEWSTAR WAREHOUSE FUNDING I LLC, as a Lender
		
		 	By: NewStar Financial, Inc., its Designated Manager
		
	By:	 	 /s/ Robert Hornstein

		 	Name:	 	Robert Hornstein
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	NHIT: Senior Floating Rate and Fixed Income Trust as a Lender
		 	By: Loomis Sayles Trust Company, LLC, its Trustee
		
	By:	 	 /s/ Mary McCarthy

		 	Name:	 	Mary McCarthy
		 	Title:	 	Vice President, Legal and Compliance Analyst



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Peaks CLO I, Ltd.
		 	as a Lender
		 	By: Arrowpoint Asset Management, LLC as Manager
		
	By:	 	 /s/ Sanjai Bhonsle

		 	Name:	 	Sanjai Bhonsle
		 	Title:	 	Portfolio Manager



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Waterville Funding LLC,
		 	as a Lender
		
	By:	 	 /s/ Jay Lapointe

		 	Name:	 	Jay Lapointe
		 	Title:	 	Officer



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Pinnacle Park CLO, Ltd
		 	as a Lender
		 	By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	PPG Industries, Inc. Pension Plan Trust
		 	as a Lender
		 	BY: GSO Capital Advisors LLC, As its Investment Advisor
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Russell Investment Company Russell Multi-Strategy Income Fund
		 	as a Lender
		 	THL Credit Advisors LLC, as Investment Manager
		
	By:	 	 /s/ James R. Fellows

		 	Name:	 	James R. Fellows
		 	Title:	 	Managing Director/Co-Head



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Saratoga Investment Corp CLO 2013-1, Ltd.,
		 	as a Lender
		
	By:	 	 /s/ Pavel Antonov

		 	Name:	 	Pavel Antonov
		 	Title:	 	Attorney-In-Fact



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Seneca Park CLO, Ltd.
		 	as a Lender
		 	By: GSO / Blackstone Debt Funds Management
		 	LLC as Collateral Manager
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL HOLDINGS LLC, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND
JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Senior Credit Fund SPV I, LLC
		 	By: Senior Credit Fund, LLC, its sole member
		 	By: Goldman Sachs Asset Management, solely in its capacity as Administrative Agent, and not as Principal,
		
		 	as a Lender
		
	By:	 	 /s/ Jerry Li

		 	Name:	 	Jerry Li
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Sheridan Square CLO, Ltd.
		 	as a Lender
		 	By: GSO / Blackstone Debt Funds Management
		 	LLC as Collateral Manager
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	Stewart Park CLO, Ltd.
		 	as a Lender
		 	BY: GSO / Blackstone Debt Funds Management
		 	LLC as Collateral Manager
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	TELOS CLO 2013-3, Ltd.
		 	as a Lender
		 	By: Telos Asset Management, LLC
		
	By:	 	 /s/ Jonathan Tepper

		 	Name:	 	Jonathan Tepper
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	TELOS CLO 2013-4, Ltd.
		 	as a Lender
		 	By: Telos Asset Management, LLC
		
	By:	 	 /s/ Jonathan Tepper

		 	Name:	 	Jonathan Tepper
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 TELOS CLO 2014-5, Ltd.

as a Lender

		 	BY: Telos Asset Management, LLC
		
	By:	 	 /s/ Jonathan Tepper

		 	Name:	 	Jonathan Tepper
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 TELOS CLO 2014-6, Ltd

as a Lender

		
	By:	 	 /s/ Jonathan Tepper

		 	Name:	 	Jonathan Tepper
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 Telos CLO 2015-7, Ltd.

as a Lender

		 	By: Telos Asset Management LLC as Collateral Servicer
		
	By:	 	 /s/ Jonathan Tepper

		 	Name:	 	Jonathan Tepper
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 Telos COF I, LLC
 as a
Lender

		 	By: Telos Asset Management LLC as Servicer
		
	By:	 	 /s/ Jonathan Tepper

		 	Name:	 	Jonathan Tepper
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 THL Credit Logan JV SPV I LLC
 as a
Lender

		 	By: THL Credit Logan JV LLC, its Designated Manager
		
	By:	 	 /s/ James R. Fellows

		 	Name:	 	James R. Fellows
		 	Title:	 	Managing Director/Co-Head



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 THL CREDIT SENIOR LOAN FUND
 as a
Lender

		 	By THL Credit Advisors LLC, as Subadviser
		
	By:	 	 /s/ James R. Fellows

		 	Name:	 	James R. Fellows
		 	Title:	 	Managing Director/Co-Head



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 THL Credit Wind River 2015-1 CLO Ltd.

as a Lender

		 	By THL Credit Senior Loan Strategies LLC, as Manager
		
	By:	 	 /s/ James R. Fellows

		 	Name:	 	James R. Fellows
		 	Title:	 	Managing Director/Co-Head



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 Tryon Park CLO Ltd. as a Lender
 BY:
GSO / Blackstone Debt Funds Management
LLC as Collateral Manager

		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	VENTURE XII CLO, Limited
as a Lender
		 	BY: its investment advisor MJX Asset Management LLC
		
	By:	 	 /s/ John P. Calaba

		 	Name:	 	John P. Calaba
		 	Title:	 	Portfolio Manager



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	VENTURE XIII CLO, Limited
as a Lender
		 	BY: its Investment Advisor MJX Asset Management LLC
		
	By:	 	 /s/ John P. Calaba

		 	Name:	 	John P. Calaba
		 	Title:	 	Portfolio Manager



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	VENTURE XIV CLO, Limited
as a Lender
		 	By: its investment advisor
MJX Asset Management LLC
		
	By:	 	 /s/ John P. Calaba

		 	Name:	 	John P. Calaba
		 	Title:	 	Portfolio Manager



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	VENTURE XV CLO, Limited
as a Lender
		 	By: its investment advisor MJX Asset Management LLC
		
	By:	 	 /s/ John P. Calaba

		 	Name:	 	John P. Calaba
		 	Title:	 	Portfolio Manager



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 VENTURE XVI CLO, Limited
 as a
Lender
 By: its investment advisor MJX Asset Management LLC

		
	By:	 	 /s/ John P. Calaba

		 	Name:	 	John P. Calaba
		 	Title:	 	Portfolio Manager



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 Venture XVII CLO Limited
 as a
Lender

		 	BY: its investment advisor, MJX Asset Management, LLC
		
	By:	 	 /s/ John P. Calaba

		 	Name:	 	John P. Calaba
		 	Title:	 	Portfolio Manager



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 Venture XVIII CLO, Limited
 as a
Lender

		 	By: its investment advisor MJX Asset Management LLC
		
	By:	 	 /s/ John P. Calaba

		 	Name:	 	John P. Calaba
		 	Title:	 	Portfolio Manager



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 Venture XXI CLO, Limited
 as a
Lender

		 	By: its investment advisor MJX Asset Management LLC
		
	By:	 	 /s/ John P. Calaba

		 	Name:	 	John P. Calaba
		 	Title:	 	Portfolio Manager



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 Venture XXII CLO Limited
 as a
Lender
 By: its investment advisor MJX Asset Management LLC

		
	By:	 	 /s/ John P. Calaba

		 	Name:	 	John P. Calaba
		 	Title:	 	Portfolio Manager



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 Westcott Park CLO, Ltd.
 as a
Lender

		 	By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager to Warehouse Parent, Ltd.
		
	By:	 	 /s/ Thomas Iannarone

		 	Name:	 	Thomas Iannarone
		 	Title:	 	Authorized Signatory



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	WhiteHorse X, Ltd.
		
		 	By: H.I.G. WhiteHorse Capital, LLC
		 	As: Collateral Manager
		
		 	 /s/ Jay Carvell

		 	By:	 	Jay Carvell
		 	Title:	 	Manager



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	WM Pool - High Yield Fixed Interest Trust as a Lender
		 	By: Loomis, Sayles & Company, L.P., its Investment Manager
		 	By: Loomis, Sayles & Company, Incorporated, its General Partner
		
	By:	 	 /s/ Mary McCarthy

		 	Name:	 	Mary McCarthy
		 	Title:	 	Vice President, Legal and Compliance Analyst



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 ZAIS CLO 1, Limited
 as a
Lender

		 	ZAIS CLO 1, Limited
		
	By:	 	 /s/ Vincent Ingato

		 	Name:	 	Vincent Ingato
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 ZAIS CLO 2, Limited
 as a
Lender

		 	ZAIS CLO 2, Limited
		
	By:	 	 /s/ Vincent Ingato

		 	Name:	 	Vincent Ingato
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 ZAIS CLO 3, Limited
 as a
Lender

		 	ZAIS CLO 3, Limited
		
	By:	 	 /s/ Vincent Ingato

		 	Name:	 	Vincent Ingato
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 Execution Version 

 

					
		 	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG JILL ACQUISITION LLC, JILL INTERMEDIATE LLC (AS SUCCESSOR TO JILL HOLDINGS LLC), THE OTHER CREDIT PARTIES PARTY
THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
		
		 	 ZAIS CLO 4, LIMITED
 as a
Lender

		
	By:	 	 /s/ Vincent Ingato

		 	Name:	 	Vincent Ingato
		 	Title:	 	Managing Director



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Credit Agreement 








 SCHEDULE 1 
  

									
	 2016 Incremental Term Loan Lenders
	  	2016 Incremental Term Loan
Commitment	 	  	2016 Incremental Term Loan
Commitment Percentage	 
	 Jefferies Finance LLC
	  	$	40,000,000.00	  	  	 	100	% 
		  	  
	  
	 	  	  
	  
	 
	 Total:
	  	$	40,000,000.00	  	  	 	100	% 
		  	  
	  
	 	  	  
	  
	 








 Execution Version 

 
 EXHIBIT I 

AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT 







 Execution Version 

 
 AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT 

AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (this “First Amendment”), dated as of May 27, 2016, among JILL ACQUISITION
LLC, a Delaware limited liability company (the “Borrower”), JILL INTERMEDIATE LLC, a Delaware limited liability company (as successor to Jill Holdings LLC, “Holdings”), the other Grantors party hereto, JEFFERIES
FINANCE LLC, as Term Loan Administrative Agent and as Term Loan Collateral Agent, and CIT Finance LLC, as ABL Facility Administrative Agent and as ABL Facility Collateral 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 Intercreditor Agreement (as defined below). 

W I T N E S S E T H: 

WHEREAS, Jefferies Finance LLC, as Term Loan Administrative Agent (in such capacity, the “Term Loan Administrative Agent”)
and as Term Loan Collateral Agent (in such capacity, the “Term Loan Collateral Agent”), CIT Finance LLC, as ABL Facility Administrative Agent (in such capacity, the “ABL Facility Administrative Agent”) and as ABL
Facility Collateral Agent (in such capacity, the “ABL Facility Collateral Agent”), and the Credit Parties party thereto are parties to that certain Intercreditor Agreement, dated as of May 8, 2015 (the “Intercreditor
Agreement”); 
 WHEREAS, the Borrower, Holdings, the other Grantors that are party to the Term Loan Credit Agreement, the Term Loan
Adminstrative Agent and the lenders party thereto are concurrently herewith entering into that certain Amendment No. 1 to Term Loan Credit Agreement (the “Term Loan Amendment”) attached as Exhibit I hereto; 

WHEREAS, the Borrower, Holdings, the other Grantors that are party to the ABL Facility Credit Agreement, the ABL Facility Adminstrative Agent
and the lenders party thereto are concurrently herewith entering into that certain Amendment No. 1 to ABL Credit Agreement (the “ABL Facility Amendment”) attached as Exhibit II hereto; 

WHEREAS, the Borrower has requested that the Term Loan Administrative Agent, the Term Loan Collateral Agent, the ABL Facility Administrative
Agent and the ABL Facility Collateral Agent consent to the amendment of certain terms and provisions of the Intercreditor Agreement as set forth herein, and, subject to the satisfaction of the conditions set forth herein, each of the Term Loan
Administrative Agent, the Term Loan Collateral Agent, the ABL Facility Administrative Agent and the ABL Facility Collateral Agent are willing to do so, 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:

 IV. Amendments to Intercreditor Agreement. Subject to the satisfaction of the conditions set forth in Section II.E hereof, on and as of the
Effective Date (as defined below), the Intercreditor Agreement is hereby amended as follows: 
 A. Section 1 of the
Intercreditor Agreement is hereby amended by inserting the following definition in the proper alphabetical order: 
 ““First
Amendment Effective Date” means May 27, 2016.” 







 B. The definition of “Term Loan Cap Amount” in
Section 1 of the Intercreditor Agreement is hereby amended by amending and restating the definition in its entirety as follows: 

“Term Loan Debt Cap” shall mean the greater of (a) the result of (i) $333,500,000, plus (ii) 115% of such
additional amounts permitted to be incurred under, or pursuant to, Section 2.14 of the Term Loan Credit Agreement (as in effect on the First Amendment Effective Date) or pursuant to any similar terms in any Additional Term Priority Obligations
Agreement and any corresponding provisions in any Refinancing thereof to the extent such similar or corresponding provisions do not permit an aggregate principal amount of Indebtedness in excess of an amount permitted under the Term Loan Credit
Agreement (as in effect on the First Amendment Effective Date), plus (iii) the amount incurred pursuant to a Term Loan DIP Financing not to exceed 15% of the sum of (x) the aggregate outstanding principal amount of Term Loan
Obligations (excluding Term Loan Hedging Obligations), plus (y) the maximum aggregate amount of additional Indebtedness that would be permitted to be incurred at such time under the Term Loan Credit Agreement without violating the terms
of the ABL Facility Credit Agreement or any Additional Term Priority Obligations Agreement (in each case as then in effect, and for this purpose ignoring any requirement that there exist no default or event of default), plus (iv) the
amount of any accrued and unpaid interest, paid in kind amounts and premium on any Indebtedness under the Term Loan Credit Agreement or any Additional Term Priority Obligations Agreement in connection with a Permitted Refinancing thereof plus fees
and expenses incurred in connection with such Permitted Refinancing, plus (v) the amount of any Recovery with respect to the Term Loan Obligations, plus (vi) the aggregate amount of all Term Loan Hedging Obligations,
minus (vii) the aggregate amount of all prepayments, repayments, repurchases and redemptions of the principal of the Term Loan Obligations under the Term Loan Credit Agreement or any Additional Term Priority Obligations Agreement (in
each case, excluding any prepayment or repayment of such Term Loan Obligations in connection with a Permitted Refinancing thereof) and (b) any Indebtedness and other obligations that otherwise constitute Term Loan Obligations then permitted to
be incurred pursuant to the terms of the ABL Facility Credit Agreement and any Additional Term Priority Obligations Agreement, each as then in effect. With respect to clause (b) above, the creditors extending the respective Term Loan
Obligations shall be entitled to rely in good faith on an opinion of counsel and, to the extent financial calculations are required, an officer’s certificate of the Borrower to the effect that the incurrence does not violate the terms of the
then existing ABL Facility Credit Agreement or Additional Term Priority Obligations Agreement and for purposes only of determining whether the respective Term Loan Obligations constitute Excess Term Loan Obligations for purposes of this Agreement,
such reliance shall be conclusive (and any Term Loan Obligations extended by such creditors in reliance thereon shall not constitute Excess Term Loan Obligations to the extent covered by such legal opinion and/or officer’s certificate, as
appropriate). 
 V. Miscellaneous Provisions. 

A. Representations and Warranties. 

1. Each party hereto represents and warrants that this First Amendment has been duly executed and delivered by such party and constitutes a
legal, valid and binding obligation of such party, enforceable in accordance with its terms. 
 2. The (x) Term Loan Administrative
Agent and Term Loan Collateral Agent represent and warrant to the ABL Facility Administrative Agent and ABL Facility Collateral Agent that they have been authorized by the requisite lenders under the Term Loan Credit Agreement to enter into this
First Amendment and that each of the 

  
 -2- 








 
agreements, covenants, waivers, and other provisions hereof is valid, binding, and enforceable against the Term Loan Secured Parties as fully as if they were parties hereto and (y) ABL
Facility Administrative Agent and ABL Facility Collateral Agent represent and warrant to the Term Loan Administrative Agent and Term Loan Collateral Agent that they have been authorized by the requisite lenders under the ABL Facility Credit
Agreement to enter into this First Amendment and that each of the agreements, covenants, waivers, and other provisions hereof is valid, binding, and enforceable against the ABL Facility Secured Parties as fully as if they were parties hereto; and

 3. Each party hereto acknowledges, confirms and agrees that, except as expressly set forth herein, the Intercreditor Agreement remains in
full force and effect in accordance with the existing terms and provisions thereof. 
 B. This First Amendment is limited to the matters
specified herein and shall not constitute a modification, acceptance or waiver of any other provision of the Intercreditor Agreement or any other Credit Document (as defined in the Term Loan Credit Agreement) or any other Credit Document (as defined
in the ABL Facility Credit Agreement). 
 C. This First Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate
counterparts 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 First Amendment by
telefacsimile or in ‘PDF’ format by electronic mail shall be effective as delivery of an original executed counterpart of this First Amendment. 

D. This First Amendment and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of New York. 
 E. The effectiveness of this First Amendment shall be subject to the satisfaction or
waiver of the following conditions precedent (the date on which all such conditions are satisfied or waived, the “Effective Date”): 

1. Receipt by each party hereto of an executed copy of this First Amendment, executed and delivered by each other party hereto. 

2. Receipt by the Term Loan Administrative Agent of an executed copy of the ABL Facility
Amendment, executed and delivered by the Borrowers, Holdings, the other Grantors party thereto, the ABL Facility
Administrative Agent and the lenders party thereto, and all conditions precedent to the effectiveness of the ABL Facility Amendment shall have been fully satisfied (after giving effect
to the effectiveness of this First Amendment), as determined and confirmed in writing by ABL Facility Administrative Agent. 

3. Receipt by the ABL Facility Administrative Agent of an executed copy of the Term Loan
Amendment, executed and delivered by the Borrower, Holdings, the other Grantors party thereto, the Term Loan
Administrative Agent and the lenders party thereto, and all conditions precedent to the effectiveness of the Term Loan Amendment shall have been fully satisfied (after giving effect to
the effectiveness of this First Amendment), as determined and confirmed in writing by Term Loan Administrative Agent. 

  
 -3- 








 F. From and after the Effective Date, (i) all references in the Term Loan Credit Agreement
and each of the other Credit Documents (as defined in the Term Loan Credit Agreement) to the Initial Intercreditor Agreement (as defined in the Term Loan Credit Agreement) shall be deemed to be references to the Intercreditor Agreement as modified
hereby on the Effective Date, (ii) the First Amendment shall be considered a “Credit Document” under the Term Loan Credit Agreement, (iii) all references in the ABL Facility Credit Agreement and each of the other Credit Documents
(as defined in the ABL Facility Credit Agreement) to the Initial Intercreditor Agreement (as defined in the ABL Facility Credit Agreement) shall be deemed to be references to the Intercreditor Agreement as modified hereby on the Effective Date and
(ii) the First Amendment shall be considered a “Credit Document” under the ABL Facility Credit Agreement. 
 G. The provisions
of Section 8.5 of the Intercreditor Agreement are hereby incorporated herein by reference, mutatis mutandis. 

*        *        * 

  
 -4- 








 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and
deliver this First Amendment as of the date first above written. 
  

			
	JILL ACQUISITION LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	JILL INTERMEDIATE LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	J. JILL GIFT CARD SOLUTIONS, INC.
		
	By:	 	  

		 	Name:
		 	Title:



  
 Jill Acquisition LLC
– Signature Page to First Amendment to Intercreditor Agreement 








 
			
	 JEFFERIES FINANCE LLC,

as Term Loan Administrative Agent and Term Loan Collateral Agent

		
	By:	 	  

		 	 Name:

		 	 Title:




  
 Jill Acquisition LLC
– Signature Page to First Amendment to Intercreditor Agreement 








 
			
	 CIT FINANCE LLC,
 as
ABL Facility Administrative Agent and ABL Facility Collateral Agent

		
	By:	 	  

		 	 Name:

		 	 Title:




  
 Jill Acquisition LLC
– Signature Page to First Amendment to Intercreditor Agreement 








 EXHIBIT I 

[Term Loan Amendment to be attached] 







 EXHIBIT II 

[ABL Facility Amendment to be attached] 







 EXHIBIT II 

FORM OF SOLVENCY CERTIFICATE 

[            ], 2016 

This Solvency Certificate is being executed and delivered pursuant to Section III.E.5 of that certain Amendment No. 1 to
Term Loan Credit Agreement (“First Amendment”), dated as of May 27, 2016, which amends that certain Term Loan Credit Agreement (the “Credit Agreement”) dated as of May 8, 2015, among Jill Intermediate LLC,
a Delaware limited liability company (as successor to Jill Holdings LLC, “Holdings”), Jill Acquisition LLC, a Delaware limited liability company (the “Borrower”), the other Credit Parties party thereto, the Lenders
from time to time party thereto and Jefferies Finance LLC, as administrative agent and collateral agent and collateral agent. Unless otherwise defined herein, capitalized terms used in this Solvency Certificate shall have the meanings set forth in
the First Amendment or the Credit Agreement, as applicable. 
 I, David Biese, the Chief Financial Officer of the Borrower, solely in
such capacity and not in an individual capacity, hereby certify that I am the Chief Financial Officer of the Borrower and that I am generally familiar with the businesses and assets of Holdings, the Borrower and its Restricted Subsidiaries
(taken as a whole), I have made such other investigations and inquiries as I have deemed appropriate and I am duly authorized to execute this Solvency Certificate on behalf of the Borrower pursuant to the First Amendment. 

I further certify, solely in my capacity as Chief Financial Officer of the Borrower, and not in my individual capacity, as of the date hereof
and after giving effect to the First Amendment Transactions and the incurrence of the indebtedness and obligations being incurred and the payment of the 2016 Dividend in connection with the First Amendment Transactions on the date hereof, that,
(i) the sum of the debt (including contingent liabilities) of Holdings, the Borrower and its Restricted Subsidiaries, taken as a whole, does not exceed the present fair saleable value of the assets of Holdings, the Borrower and its Restricted
Subsidiaries, taken as a whole; (ii) the capital of Holdings, the Borrower and its Restricted Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of Holdings, the Borrower or its Restricted Subsidiaries, taken
as a whole, contemplated as of the date hereof; and (iii) Holdings, the Borrower and its Restricted Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts including current obligations beyond their
ability to pay such debts as they mature in the ordinary course of business. For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard
No. 5). 
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 IN WITNESS WHEREOF, I have executed this Solvency Certificate on the date first written above.

  

					
	By:	 	  

		 	Name:	 	David Biese
		 	Title:	 	Chief Financial Officer