EX-10.12





 Exhibit 10.12 

EXECUTION VERSION 
 WAIVER AND
AMENDMENT NO. 3 dated as of February 15, 2019 (this “Amendment”) to the Credit Agreement dated as of August 28, 2017 (as amended, supplemented or modified prior to the date hereof, the “Credit Agreement”),
by and among LULU’S FASHION LOUNGE, LLC, a Delaware limited liability company (the “Borrower”), LULU’S FASHION LOUNGE PARENT, LLC, a Delaware limited liability company (“Holdings”), the Lenders party
thereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto,
the “Collateral Agent” and, together with the Administrative Agent, the “Agent”) for the Lenders. 
 A.
The Borrower has requested that the Credit Agreement be amended in order to extend the date by which the Borrower is required to furnish to the Agent (i) its internally prepared unaudited consolidated financial statements and related
documentation with respect to the Fiscal Quarter ended on or about December 31, 2018 and (ii) its annual budget and projections with respect to the Fiscal Year ended on or about December 31, 2019. 

B. The Required Lenders are willing to amend the Credit Agreement, on the terms and subject to the conditions set forth herein. 

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows: 
 SECTION 1. Defined Terms; Interpretation; Etc.
Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement. The rules of construction set forth in Section 11.2 of the Credit Agreement shall apply mutatis mutandis to this Amendment.

 SECTION 2. Waiver. Certain Defaults have occurred and are continuing as a result of the Borrower’s failure to comply
with (i) Section 4.1(b) of the Credit Agreement with respect to the internally prepared unaudited financial statements and related documentation with respect to the Fiscal Quarter ending on or about December 31, 2018 and
(ii) Section 4.2(d) of the Credit Agreement with respect to the annual budget and projections with respect to the Fiscal Year ending on or about December 31, 2019 (such Defaults, the “Designated Defaults”). The
Lenders party hereto, constituting the Required Lenders, hereby waive the Designated Defaults. 
 SECTION 3. Amendment to the Credit
Agreement. Effective as of the Effective Date (as defined below), the Credit Agreement is hereby amended as follows: 
  

	 	a..	 Section 4.1(b) of the Credit Agreement is hereby amended by inserting the following proviso at the end
thereof: 


 “provided that, with respect to the Fiscal Quarter ended on or about
December 31, 2018, the Borrower shall furnish such internally prepared unaudited financial statements and reports on or prior to February 22, 2019;” 
  

	 	b..	 Section 4.2(d) of the Credit Agreement is hereby amended by inserting the following proviso at the end
thereof: 














 “provided that, with respect to the annual budget and
projections to be delivered with respect to the Fiscal Year ending on or about December 31, 2019, the Borrower shall furnish such annual budget and projections on or prior to February 22, 2019;” 

SECTION 4. Conditions Precedent to Effectiveness. This Amendment shall become effective on the date (the “Effective
Date”) on which the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (a) the Borrower and (b) the Required Lenders. 

SECTION 5. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower
represents and warrants to the Agent and each Lender that, as of the Effective Date, (a) the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document are true and correct in all
material respects (without duplication of any materiality qualifier contained therein) on and as of the Effective Date, except to the extent that any representation or warranty expressly relates to an earlier date or period (in which event such
representations and warranties were true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date or period) and (b) no Default (other than the Designated Defaults) or
Event of Default has occurred and is continuing. 
 SECTION 6. Effect of Amendment. Except as expressly set forth herein, this
Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify,
amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which shall continue in full force and effect. Nothing herein shall be deemed to
entitle any Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or
different circumstances. After the date hereof, any reference in any Loan Document to the Credit Agreement shall be deemed to refer without further amendment to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan
Document” for all purposes of the Credit Agreement and the other Loan Documents. 
 SECTION 7. Counterparts. This Amendment
may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature
pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Amendment by facsimile transmission or Electronic Transmission shall be as effective as delivery of a
manually executed counterpart hereof. 
 SECTION 8. Governing Law. The laws of the State of New York shall govern all matters
arising out of, in connection with or relating to this Amendment, including, without limitation, its validity, interpretation, construction, performance and enforcement (including, without limitation, any claims based in contract or tort law arising
out of the subject matter hereof and any determinations with respect to post-judgment interest). 












 SECTION 9. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. 
 [Remainder of page intentionally left blank] 












 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their respective authorized officers as of the day and year first above written. 
  

			
	LULU’S FASHION LOUNGE, LLC,
		
	by	 	/s/ Crystal Landsem
		 	 Name: Crystal Landsem
 Title:
CFO



 [Signature Page to Waiver and Amendment No. 3] 












 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH, individually and as Administrative Agent
		
	by	 	/s/ Vipul Dhadda
		 	 Name: Vipul Dhadda
 Title: Authorized
Signatory

	
		
	by	 	/s/ Joan Park
		 	 Name: Joan Park
 Title: Authorized
Signatory



 [Signature Page to Waiver and Amendment No. 3] 












 
					
	 SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 3 DATED AS OF THE DATE FIRST WRITTEN ABOVE TO THE CREDIT AGREEMENT OF LULU’S
FASHION LOUNGE, LLC
  
 Name of Lender: BGC Credit Opportunities Fund Ltd

		
	By	 	/s/ Todd A. Berry
		 	Name:	 	Todd A. Berry
		 	Title:	 	 COO of its general partner,
 Birch Grove
Advisors LLC



 [Signature Page to Waiver and Amendment No. 3] 












 
					
	 SIGNATURE PAGE TO WAIVER AND

AMENDMENT NO. 3 DATED AS OF THE DATE
 FIRST WRITTEN ABOVE TO THE
CREDIT
 AGREEMENT OF LULU’S FASHION LOUNGE,
 LLC

 
 Name of Lender: BGC Income Fund-01
LP

		
	by	 	/s/ Todd A. Berry
		 	Name:	 	Todd A. Berry
		 	Title:	 	 COO of its general partner,
 Birch Grove
Advisors LLC



 [Signature Page to Waiver and Amendment No. 3] 












 
					
	SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 3 DATED AS OF THE DATE FIRST WRITTEN ABOVE TO THE CREDIT AGREEMENT OF LULU’S FASHION LOUNGE, LLC
	
	Name of Lender: Swiss Capital Alternative Strategies Fund SPC RE: SC Alternative Strategy 14SP
		
	by 	 	/s/ Todd A. Berry
		 	Name:	 	Todd A. Berry
		 	Title:	 	COO of its general partner,
		 		 	Birch Grove Advisors LLC


 [Signature Page to Waiver and Amendment No. 3] 












 
					
	SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 3 DATED AS OF THE DATE FIRST WRITTEN ABOVE TO THE CREDIT AGREEMENT OF LULU’S FASHION LOUNGE, LLC
	
	Name of Lender: I-45 SPV LLC
		
	by 	 	/s/ Josh Weinstein
		 	Name:	 	Josh Weinstein
		 	Title:	 	Managing Director


 [Signature Page to Waiver and Amendment No. 3] 












 
					
	SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 3 DATED AS OF THE DATE FIRST WRITTEN ABOVE TO THE CREDIT AGREEMENT OF LULU’S FASHION LOUNGE, LLC
	
	Name of Lender: Snow Hill Designated Activity Company
		
	By 	 	/s/ Ruth Dominguez
		 	Name:	 	Ruth Dominguez
		 	Title:	 	Associate Director
	
	For any Lender requiring a second signature block:
		
	By 	 	 
		 	Name:	 	
		 	Title:	 	


 [Signature Page to Waiver and Amendment No. 3] 












 
					
	SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 3 DATED AS OF THE DATE FIRST WRITTEN ABOVE TO THE CREDIT AGREEMENT OF LULU’S FASHION LOUNGE, LLC
	
	Name of Lender: GOLDMAN SACHS FUNDING INTERNATIONAL LIMITED
		
	By 	 	/s/ Daniel Lueders
		 	Name:	 	Daniel Lueders
		 	Title:	 	Authorized Signatory


 [Signature Page to Waiver and Amendment No. 3] 












 
					
	SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 3 DATED AS OF THE DATE FIRST WRITTEN ABOVE TO THE CREDIT AGREEMENT OF LULU’S FASHION LOUNGE, LLC
	
	MONROE CAPITAL CORPORATION,
in its capacity as a Lender
		
	By 	 	/s/ Jeffrey Cupples
		 	Name:	 	Jeffrey Cupples
		 	Title:	 	Managing Director


  

			
		  	 MONROE CAPITAL PRIVATE CREDIT FUND II

FINANCING SPV LLC, in its capacity as a Lender

		
		  	 By: MONROE CAPITAL PRIVATE CREDIT FUND II LP,

as Designated Manager

		
		  	 By: MONROE CAPITAL PRIVATE CREDIT FUND II LLC,

its general partner



 

			
	 By 
	 	 /s/ Jeffrey
Cupples



 
					
	       
	 	 Name:
	 	 Jeffrey Cupples

		 	 Title:
	 	 Managing Director



  

			
		  	MONROE CAPITAL PRIVATE CREDIT FUND II (UNLEVERAGED) LP, in its capacity as a Lender
		
		  	By: MONROE CAPITAL PRIVATE CREDIT FUND II LLC, its general partner

  

			
	By 	 	/s/ Jeffrey Cupples


 
					
	      	 	Name:	 	Jeffrey Cupples
		 	Title:	 	Managing Director


 [Signature Page to Waiver and Amendment No. 3] 












 
					
	SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 3 DATED AS OF THE DATE FIRST WRITTEN ABOVE TO THE CREDIT AGREEMENT OF LULU’S FASHION LOUNGE, LLC
	
	MONROE PRIVATE CREDIT FUND A FINANCING SPV LLC, in its capacity as a Lender
	
	 By: MONROE PRIVATE CREDIT FUND A

LP, as its Designated Manager

	
	 By: MONROE PRIVATE CREDIT FUND A

LLC, its general partner

		
	By 	 	/s/ Jeffrey Cupples
		 	Name:	 	Jeffrey Cupples
		 	Title:	 	Managing Director
	
	 MONROE CAPITAL PRIVATE CREDIT

FUND I FINANCING SPV LLC, in its capacity
 as a
Lender

	
	By: MONROE CAPITAL PRIVATE CREDIT FUND I LP, as its Designated Manager
	
	By: MONROE CAPITAL PRIVATE CREDIT FUND I LLC, its general partner
		
	By 	 	/s/ Jeffrey Cupples
		 	Name:	 	Jeffrey Cupples
		 	Title:	 	Managing Director


 [Signature Page to Waiver and Amendment No. 3] 












 
			
	SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 3 DATED AS OF THE DATE FIRST WRITTEN ABOVE TO THE CREDIT AGREEMENT OF LULU’S FASHION LOUNGE, LLC
	
	MONROE CAPITAL PRIVATE CREDIT FUND II-O (UNLEVERAGED OFFSHORE) LP, in its capacity as a Lender
	
	By: MONROE CAPITAL PRIVATE CREDIT FUND II LLC, its general partner


 
			
		
	By 	 	/s/ Jeffrey Cupples
		 	Name: Jeffrey Cupples
		 	Title: Managing Director


 [Signature Page to Waiver and Amendment No. 3] 












 
					
	SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 3 DATED AS OF THE DATE FIRST WRITTEN ABOVE TO THE CREDIT AGREEMENT OF LULU’S FASHION LOUNGE, LLC
	
	Name of Lender:
	Monroe Capital MML CLO 2014-1, Ltd.
	
	By: Monroe Capital Management LLC, as Asset Manager and Attorney-in-fact
		
	By	 	/s/ Seth Friedman
		 	Name:	 	Seth Friedman
		 	Title:	 	Director
	
	Name of Lender:
	
	Monroe Capital MML CLO 2016-1, Ltd.
	
	 By: Monroe Capital Management LLC, as

Collateral Manager and Attorney-in-fact

		
	By	 	/s/ Seth Friedman
		 	Name:	 	Seth Friedman
		 	Title:	 	Director
	
	Name of Lender:
	
	Monroe Capital MML CLO 2017-1, Ltd.
	
	 By: Monroe Capital Management LLC, as

Collateral Manager and Attorney-in-fact

		
	By 	 	/s/ Seth Friedman
		 	Name:	 	Seth Friedman
		 	Title:	 	Director


 [Signature Page to Waiver and Amendment No. 3] 












 
					
	SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 3 DATED AS OF THE DATE FIRST WRITTEN ABOVE TO THE CREDIT AGREEMENT OF LULU’S FASHION LOUNGE, LLC
	
	Name of Lender:
	
	Monroe Capital MML CLO VI, Ltd.
	
	By: Monroe Capital Management LLC, as Asset Manager and Attorney-in-fact
		
	By 	 	/s/ Seth Friedman
		 	Name:	 	Seth Friedman
		 	Title:	 	Director


 [Signature Page to Waiver and Amendment No. 3] 












 
					
	TCW DIRECT LENDING, LLC
	By: TCW Asset Management Company LLC its Investment Advisor
		
	By:	 	/s/ Suzanne Grosso
		 	Name:	 	Suzanne Grosso
		 	Title:	 	Authorized Signatory
	
	TCW BRAZOS FUND LLC
	By: TCW Asset Management Company LLC its Investment Advisor
		
	By:	 	/s/ Suzanne Grosso
		 	Name:	 	Suzanne Grosso
		 	Title:	 	Authorized Signatory
	
	TCW DIRECT LENDING STRATEGIC VENTURES LLC
		
	By:	 	/s/ Suzanne Grosso
		 	Name:	 	Suzanne Grosso
		 	Title:	 	Authorized Signatory
	
	TCW SKYLINE LENDING, L.P.
	By: TCW Asset Management Company LLC its Investment Advisor
		
	By:	 	/s/ Suzanne Grosso
		 	Name:	 	Suzanne Grosso
		 	Title:	 	Authorized Signatory
	
	WEST VIRGINIA DIRECT LENDING LLC
	By: TCW Asset Management Company LLC its Investment Advisor
		
	By:	 	/s/ Suzanne Grosso
		 	Name:	 	Suzanne Grosso
		 	Title:	 	Authorized Signatory


 [Signature Page to Waiver and Amendment No. 3]