Exhibit 10.2


 


AMENDED AND RESTATED REVOLVING
NOTE


 


	
   

  	
   

  	
  Boston, Massachusetts

  
	
   

  	
   

  	
   

  
	
  $31,500,000

  	
   

  	
  December 30, 2005

  



 


On or before the “Termination Date” as defined in that
certain Loan Agreement hereinafter referred to, or earlier upon the occurrence
of an “Event of Default” as defined in said Loan Agreement, for value received,
the undersigned promises to pay to the order of Citizens Bank of Massachusetts
(hereinafter called the “Holder”), at its principal office at 28 State Street,
Boston, Massachusetts 02109, or such other location that the holder may specify


 


THIRTY-ONE MILLION FIVE
HUNDRED THOUSAND DOLLARS


($31,500,000)


 


or such lesser amount as may from time to time be outstanding under the
terms of that certain Fifth Amended and Restated Loan Agreement dated June 29,
2001, between the undersigned, on the one hand, and the several financial
institutions from time to time party thereto (the payee hereof being one of
them) and Citizens Bank of Massachusetts as Agent, on the other hand (as
amended, modified, supplemented and/or restated from time to time) (the “Loan
Agreement”).  Capitalized terms used
herein without definition shall have the meanings ascribed to them in the Loan
Agreement.


 


The principal amount outstanding hereunder shall be
paid in accordance with the provisions of the Loan Agreement.  Interest shall accrue at the rates provided
in the Loan Agreement and shall be paid in accordance with the Loan
Agreement.  The entire unpaid principal
balance and all accrued and unpaid interest shall be paid in full on the
Termination Date or earlier upon an Event of Default.  If any payment is not made when due
hereunder, then, without limitation on any other right of the Holder, there
shall be a late charge and an augmented interest rate as provided in the Loan
Agreement.


 


If an Event of Default shall occur, the entire unpaid
principal balance of this note and all accrued and unpaid interest may become
or be declared due and payable without notice or demand, in the manner and with
the effect provided in the Loan Agreement.


 


Every maker, endorser and guarantor of this note, or
the obligation represented by this note, waives presentment, demand, notice,
protest, and all other demands or notices in connection with the delivery,
acceptance, endorsement, performance, default, or enforcement of this note,
assents to any and all extensions or postponements of the time of payment or
any other


 





















 


indulgence, to any substitution, exchange, or release of collateral,
and/or to the addition or release of any other party or person primarily or
secondarily liable, and generally waives all suretyship defense and defenses in
the nature thereof.


 


The undersigned will pay all reasonable out-of-pocket
costs and expenses of collection, including reasonable attorneys’ fees,
incurred or paid by the holder in enforcing this note or the obligations hereby
evidenced, to the extent permitted by law.


 


No delay or omission of the holder in exercising any
right or remedy hereunder shall constitute a waiver of any such right or
remedy.  Acceptance by the holder of any
payment after acceleration shall not operate as a bar to or waiver of such
acceleration.


 


The holder need not enter payments of principal or
interest upon this note, but may maintain a record thereof on a separate ledger
maintained by the holder.


 


The word “holder” as used in this note shall mean the
payee or indorsee of this note who is in possession of it or the bearer if this
note is at the time payable to bearer.


 


This note shall be governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts and shall take
effect as an instrument under seal.


 


This amended and restated revolving note, issued
pursuant to that certain Seventh Amendment (“Seventh Amendment” ) to Fifth
Amended and Restated Loan Agreement which Seventh Amendment is dated as of
December 30, 2005, and as the same may hereafter be modified, amended,
supplemented, superseded or replaced, amends and restates (and replaces and
supersedes) that certain Amended and Restated Revolving Note from the
undersigned to the Holder dated June 26, 2003, as amended by First Amendment
thereto dated as of September 30, 2004.


 


	
  WITNESS:

  	
  THE J. JILL
  GROUP, INC.

  
	
   

  	
   

  
	
    /s/
  Mara D. Calame

  	
   

  	
  By:

  	
  /s/ Olga L.
  Conley

  	
   

  
	
   

  	
  Name:

  	
  Olga L.
  Conley

  	
   

  
	
   

  	
  Title:

  	
  EVP/CAO & CFO