Exhibit 10.1


 


SEVENTH
AMENDMENT TO FIFTH AMENDED


AND
RESTATED LOAN AGREEMENT


 


This Seventh Amendment
(“Seventh Amendment”) to Fifth Amended and Restated Loan Agreement, dated as of
December 30, 2005, by and among The J. Jill Group, Inc., a Delaware corporation
(“BORROWER”) on the one hand, and Citizens Bank of Massachusetts, HSBC Bank
USA, National Association, and TD Banknorth, N.A., (collectively, “LENDERS”)
and Citizens Bank of Massachusetts as agent (“AGENT”) for the LENDERS, on the
other hand.


 


WITNESSETH:


 


WHEREAS, BORROWER, LENDERS
and AGENT are parties to that certain Fifth Amended and Restated Loan Agreement
dated as of June 29, 2001, as amended by First Amendment thereto dated as of
August 28, 2001; by Second Amendment thereto dated as of July 25, 2002; by
Third Amendment thereto dated as of June 26, 2003; by Fourth Amendment thereto
dated as of September 30, 2004; by Fifth Amendment thereto dated as of December
27, 2004; and by Sixth Amendment thereto dated as of June 17, 2005
(collectively, the “LOAN AGREEMENT”); and


 


WHEREAS, BORROWER, LENDERS
and AGENT wish to amend the LOAN AGREEMENT as more particularly hereafter set
forth.  Capitalized terms used herein
without definition shall have the meanings ascribed to them in the LOAN AGREEMENT.


 


NOW, THEREFORE, in
consideration of the covenants and agreements herein contained, the parties
hereby agree that the LOAN AGREEMENT is hereby amended as follows:


 


1.             Section 1.01 of the LOAN AGREEMENT is hereby
amended by deleting the definition “AGGREGATE COMMITMENT AMOUNT” appearing
therein and substituting therefor the following:


 


“AGGREGATE COMMITMENT
AMOUNT” shall mean the sum of SEVENTY MILLION DOLLARS ($70,000,000).


 


2.             Section 1.01 of the LOAN AGREEMENT is hereby
amended by deleting the definition of “TERMINATION DATE” appearing therein and
substituting therefor the following:


 


“TERMINATION DATE” shall
mean June 1, 2007.


 


3.             Section 5.01 of the LOAN AGREEMENT is hereby
amended by deleting said Section in its entirety and substituting therefor the
following:


 


“5.01  The respective amount of each LENDER’s
COMMITMENT AMOUNT and its respective COMMITMENT PERCENTAGE with respect to the
LOANS shall be:


 





















 


	
  BANK

  	
   

  	
  COMMITMENT AMOUNT

  	
   

  	
  COMMITMENT PERCENTAGE

  	
   

  
	
  Citizens Bank of Massachusetts

  	
   

  	
  $

  	
  31,500,000

  	
   

  	
  45

  	
  %

  
	
  HSBC Bank, USA, National Association

  	
   

  	
  $

  	
  24,500,000

  	
   

  	
  35

  	
  %

  
	
  TD Banknorth, N.A.

  	
   

  	
  $

  	
  14,000,000

  	
   

  	
  20

  	
  %

  



 


4.             Section 8.01(d) of the LOAN AGREEMENT is
hereby deleted in its entirety and the following is substituted therefor:


 


“8.01(d)  Not later than January 31 of each FISCAL
YEAR, annual projections for the current FISCAL YEAR of BORROWER and its
SPECIAL SUBSIDIARIES on a consolidated basis, showing projected quarter end
balance sheets, income statements by quarter, by season, and for the year, and
year to date cash flow statements as of each quarter end date for the current
year, all in such form as the AGENT shall reasonably require.


 


5.             Section 9.15 of the LOAN AGREEMENT is hereby
deleted in its entirety and the following is substituted therefor:


 


“The BORROWER will not, for
any FISCAL YEAR, as measured at FISCAL YEAR END, permit its ratio of
consolidated INDEBTEDNESS plus its L/C BALANCE plus the net present value
discounted at eight percent (8%) of all operating leases including fully
executed leases relating to retail stores of BORROWER or any of its SPECIAL
SUBSIDIARIES which have not yet opened, to TANGIBLE NET WORTH to be greater
than 2.50 to 1.”


 


6.             Section 9.18 of the LOAN AGREEMENT is hereby
deleted in its entirety and the following is substituted therefor:


 


“9.18  BORROWER shall (a) maintain a minimum net
profit after tax expense of at least One Dollar ($1.00) in any fiscal year,
commencing with the fiscal year ending on or about December 30, 2006, and (b)
shall not permit a net loss after tax benefit of greater than Two Million
Dollars ($2,000,000) for the fiscal year ending on or about December 31, 2005.”


 


7.             Article X of the LOAN AGREEMENT is hereby
amended by adding thereto the following Section 10.1(o) thereof:


 


“10.01(o)  Any Change of Control shall occur, where
Change of Control means:


 


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(a)           the acquisition by any Person, or
“group”(within the meaning of Sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended) of Persons acting in concert, of beneficial
ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended), directly or
indirectly, of 50% or more of the outstanding shares of voting stock of the BORROWER,
or


 


(b)           during any period of twelve (12) consecutive
calendar months, individuals:


 


(i)            who were directors of the BORROWER on the
first day of such period; or


 


(ii)           whose election or nomination for election to
the board of directors of the BORROWER was recommended or approved by at least
a majority of the directors then in office who were directors of the BORROWER
on the first day of such period, or who were themselves elected or nominated
for election by a majority of the directors who were directors of the BORROWER
on the first day of such period,


 


shall cease to constitute a
majority of the board of directors of the BORROWER.


 


8.             Simultaneously herewith, BORROWER shall
execute and deliver respectively to each of the LENDERS an amended and restated
REVOLVING NOTE in the face amount as set forth in Section 3 above, in
substitution for (and replacing and superseding) each REVOLVING NOTE (including
any amendment thereto) previously given to each such LENDER, each in form and
substance satisfactory to AGENT.


 


9.             Simultaneously herewith, BORROWER shall, and
shall cause the SPECIAL SUBSIDIARIES and any other parties including AFFILIATES
thereof, if any, as deemed necessary or desirable by the AGENT to, execute and
deliver to the AGENT such confirmation of Guarantees, Security Agreements and
Pledge Agreements in connection with this Seventh Amendment, each in form and
substance satisfactory to AGENT.


 


10.           Simultaneously herewith, BORROWER shall pay
to AGENT for the benefit of the LENDERS on a pro rata basis a facility fee of
One hundred Thousand Dollars ($100,000) in connection with this Seventh
Amendment to Fifth Amended and Restated Loan Agreement.


 


11.           Except as hereby amended, the LOAN AGREEMENT
is hereby ratified, confirmed, and republished.


 


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IN
WITNESS WHEREOF, the parties hereto (in counterparts, each of which shall be
deemed an original, and all of which shall constitute one and the same
document) have set their hands and seals as of the date first above written.


 


 


	
   

  	
  THE
  J. JILL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Olga L. Conley

  	
   

  
	
   

  	
  Name:

  	
    Olga
  L. Conley

  	
   

  
	
   

  	
  Title:

  	
       EVP/CAO
  & CFO

  	
   

  
						



 


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IN
WITNESS WHEREOF, the parties hereto (in counterparts, each of which shall be deemed
an original, and all of which shall constitute one and the same document) have
set their hands and seals as of the date first above written.


 


 


	
   

  	
  CITIZENS
  BANK OF MASSACHUSETTS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lori B. Leeth

  	
   

  
	
   

  	
   

  	
  Lori
  B. Leeth, Senior Vice President

  
					



 


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IN
WITNESS WHEREOF, the parties hereto (in counterparts, each of which shall be
deemed an original, and all of which shall constitute one and the same
document) have set their hands and seals as of the date first above written.


 


 


	
   

  	
  HSBC
  BANK USA, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kenneth V. McGraime

  	
   

  
	
   

  	
   

  	
  Kenneth
  V. McGraime, Senior Vice President

  
					



 


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IN
WITNESS WHEREOF, the parties hereto (in counterparts, each of which shall be
deemed an original, and all of which shall constitute one and the same
document) have set their hands and seals as of the date first above written.


 


 


	
   

  	
  TD
  BANKNORTH, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Charles A. Walker

  	
   

  
	
   

  	
   

  	
  Charles
  A. Walker, Senior Vice President

  
					



 


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