Exhibit 10.1


 


FOURTH AMENDMENT TO FIFTH
AMENDED


AND RESTATED LOAN
AGREEMENT


 


                This Fourth
Amendment to Fifth Amended and Restated Loan Agreement, dated as of September
30, 2004, 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, successor by merger to HSBC Bank USA, and 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; and by Third Amendment thereto dated as of June 26, 2003 (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 respective definitions of “J. JILL DIRECT” and “SPECIAL
SUBSIDIARIES” appearing therein and substituting therefor the following:


 


“J. JILL DIRECT” means that certain former
Massachusetts corporation known as J. JILL DIRECT, INC. which corporation was
merged into and with BIRCH POND, the latter entity being the survivor of such
merger.


 


“SPECIAL SUBSIDIARIES” shall mean individually and
collectively each of QT SERVICES and BIRCH POND, the latter entity being the
surviving entity of a merger between it and J. JILL DIRECT.


 


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,
2006.


 


3.                                       Section 1.01 of the LOAN AGREEMENT is
hereby amended by deleting the definition of QUALIFIED INVESTMENTS appearing
therein and substituting therefor the following:


 





















 


                                                “QUALIFIED INVESTMENTS” shall mean
investments in (i) commercial paper rated P1 by Moody’s Investors Service, Inc.
or A-1 by Standard & Poor’s Corporation on the date of acquisition, (ii)
corporate bonds with a minimum rating of A-1 by Moody’s Investors Service, Inc.
or A+ by Standard & Poor’s Corporation; (iii) tax-exempt securities with a
minimum rating of A by Moody’s Investors Service, Inc. or Standard & Poor’s
Corporation or tax-exempt securities that are insured to meet such minimum
rating; (iv) certificates of deposit or other evidences of deposit at financial
institutions (having a combined capital and surplus in excess of One Billion
DOLLARS ($1,000,000,000)), or in any of the LENDERS; (v) obligations of the
United States Government or any agency thereof; (vi) obligations guaranteed by
the United States Government, (vii) repurchase agreements in United States
DOLLARS from financial institutions (having a combined capital and surplus in
excess of One Billion DOLLARS ($1,000,000,000)), or from any of the LENDERS;
(viii) so-called “money market accounts” in United States financial institutions
(having a combined capital and surplus in excess of One Billion DOLLARS
($1,000,000,000)) or in any of the LENDERS; (ix) money market mutual funds and
diversified mutual funds in financial institutions (having a combined capital
and surplus in excess of One Billion DOLLARS ($1,000,000,000)) provided that
(a) each obligation referred to above matures within three years from the date
of purchase and is payable in United States DOLLARS; (b) the duration of the entire
portfolio does not exceed two years; and (c) the interests of BORROWER or any
SUBSIDIARY, as the case may be, in the securities underlying repurchase
agreements referred to in subclause (vii) (except with respect to repurchase
agreements with AGENT) is fully perfected at all times.


 


4.                                       Section 1.01 of the LOAN AGREEMENT is
hereby amended by deleting the definition of “UNFINANCED CAPITAL EXPENDITURES”
appearing therein and substituting therefor the following:


 


                                                “UNFINANCED CAPITAL EXPENDITURES” shall mean
the lesser of (A) consolidated capital expenditures net of related tenant
allowances minus new consolidated long term indebtedness issued during the
applicable period plus the aggregate amount of all long term indebtedness
prepaid during such period or (B) the “CASH CALCULATION” as hereafter
described.  “CASH CALCULATION” shall
equal zero ($0) if BORROWER’S cash, cash equivalents, and QUALIFIED INVESTMENTS
pursuant to BORROWER’S consolidated balance sheet at the end of the applicable
period equals or exceeds Twenty-Eight Million Seven Hundred Six Thousand
Dollars ($28,706,000).  If BOROWER’S
cash, cash equivalents, and QUALIFIED INVESTMENTS pursuant to BOROWER’S
consolidated balance sheet at the end of the applicable period are less than
Twenty-Eight Million Seven Hundred Six Thousand Dollars ($28,706,000) (the “LESSER
SUM”), then “CASH CALCULATION” shall equal the difference between Twenty-Eight
Million Seven Hundred Six Thousand Dollars ($28,706,000) and the LESSER
SUM.  The term “long term indebtedness”
as 


 


 


2





















 


                                                used in this definition shall include,
but not be limited to, those items shown on Schedule 1.01C.


 


5.                                       Section 9.12 of the LOAN AGREEMENT is
hereby amended by deleting said section in its entirety and substituting
therefor the following:


 


                                                “9.12 
The BORROWER and its SUBSIDIARIES on a consolidated basis will not at
any time permit its ratio of “hard current assets” (defined as the aggregate of
(i) cash less cash held in escrow, (ii) QUALIFIED INVESTMENTS, (iii) ACCOUNTS
and (iv) INVENTORY) to current liabilities including ADVANCES to be less than
1.50 to 1.”


 


6.                                       Section 9.16 of the LOAN AGREEMENT is
hereby amended by deleting said section in its entirety.


 


7.                                       Section 9.17 of the LOAN AGREEMENT is
hereby amended by deleting said section in its entirety.


 


8.                                       Simultaneously herewith, BORROWER shall
pay to AGENT for the benefit of the LENDERS on a pro rata basis a facility fee
of Seventy-Five Thousand Dollars ($75,000) in connection with this Fourth Amendment
to Fifth Amended and Restated Loan Agreement.


 


9.                                       Simultaneously herewith, BORROWER shall
execute and deliver respectively to each of the LENDERS a First Amendment to
each amended and restated REVOLVING NOTE, each in form and substance satisfactory
to AGENT.


 


10.                                 LENDERS and AGENT acknowledge that J.
JILL DIRECT has been merged into and with BIRCH POND, and that any documents,
instruments or agreements formerly executed by J. JILL DIRECT are now the
obligations of the surviving entity, BIRCH POND.


 


11.                                 On account of a merger between HSBC BANK
USA and HSBC BANK USA, National Association, the latter entity being the
survivor of such merger, Subsection 12.02(b) of the LOAN AGREEMENT is hereby
amended by deleting the reference therein to “HSBC Bank USA” and substituting “HSBC
Bank USA, National Association.”  The
parties agree that such substitution shall be deemed to be made in all of the
FINANCING AGREEMENTS.


 


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


 


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                IN WITNESS WHEREOF, the parties
hereto have set their hands and seals as of the date first above written.


 


	
  CITIZENS
  BANK OF MASSACHUSETTS

  	
   

  	
  THE
  J. JILL GROUP, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Lori B. Leeth

  	
   

  	
   

  	
  By:

  	
  /s/
  Olga L. Conley

  
	
   

  	
  Lori
  B. Leeth, Senior Vice President

  	
   

  	
   

  	
  Name:

  	
  Olga
  L. Conley

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  EVP/CFO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  HSBC BANK USA, NATIONAL ASSOCIATION

  	
   

  	
  BANKNORTH, N.A.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ George Ahlmeyer

  	
   

  	
   

  	
  By: 

  	
  /s/ Jon R. Sundstrom

  
	
   

  	
  George Ahlmeyer,
  Senior Vice President

  	
   

  	
   

  	
   

  	
  Jon R. Sundstrom

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Senior Vice
  President

  



 


 


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