THIRD AMENDMENT
THIS THIRD AMENDMENT (this “Amendment”), dated as of December 13, 2024, is entered into 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 other Guarantors party hereto, the Lenders party hereto, and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and an L/C Issuer.
RECITALS
WHEREAS, the Borrower, Holdings, the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, are parties that that certain Credit Agreement dated as of November 15, 2021 (as amended, modified, supplemented, increased, extended, restated, renewed, refinanced and replaced from time to time, the “Credit Agreement”); and
WHEREAS, the Credit Parties have requested certain modifications to the Credit Agreement and Lenders constituting Required Lenders have agreed to the requested modifications on the terms and conditions herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
3.1The definition of Applicable Rate in Section 1.01 of the Credit Agreement is hereby amended to read as follows:
“Applicable Rate” means, for any day, the rate per annum equal to:
(a)during the period commencing on the First Amendment Effective Date through (but excluding) November 12, 2024: (i) in the case of Base Rate Loans, 1.25%, (ii) in the case of Term SOFR Loans, 2.25%, (iii) in the case of the Letter of Credit Fee, 2.25% and (iv) in the case of the Commitment Fee, 0.375%;
(b)during the period commencing on November 12, 2024 through (but excluding) December 13, 2024: (i) in the case of Base Rate Loans, 2.75%, (ii) in the case of Term SOFR Loans, 3.75%, (iii) in the case of the Letter of Credit Fee, 3.75% and (iv) in the case of the Commitment Fee, 0.375%;
(c)during the period commencing on December 13, 2024 through (but excluding) February 1, 2025: (i) in the case of Base Rate Loans, 3.25%, (ii) in the case of Term SOFR Loans, 4.25%, (iii) in the case of the Letter of Credit Fee, 4.25% and (iv) in the case of the Commitment Fee, 0.375%; and
(b)from and after February 1, 2025: (i) in the case of Base Rate Loans, 4.00%, (ii) in the case of Term SOFR Loans, 5.00%, (iii) in the case of the Letter of Credit Fee, 5.00% and (iv) in the case of the Commitment Fee, 0.375%.
3.2 | Section 4.02 of the Credit Agreement is hereby amended to add a new clause (e) to read as follows: |
(e)The Borrower shall have delivered the financial statements required by Section 6.01(a) and the related Compliance Certificate required by Section 6.02(b) for the Fiscal Year ending December 31, 2024 demonstrating compliance with the Financial Covenants for the period of four Fiscal Quarters then ended.
3.3 | Section 6.01 of the Credit Agreement is hereby amended to add a new clause (d) to read as follows: |
not later than 5:00 pm Eastern on the first Business Day of each week, commencing with December 23, 2024 and through March 3, 2025, true and complete copies of all bank statements together with an aging of all outstanding payables, in each case as of the immediately preceding Business Day, certified by a Responsible Officer of the Borrower and in form and detail reasonably acceptable to the Administrative Agent.
3.4A new clause (c) is added to Section 7.16 of the Credit Agreement to read as follows:
(c)The Credit Parties shall not permit Liquidity, determined on a consolidated basis for Holdings and its Subsidiaries as of the last Business Day of each week commencing with the week ending December 20, 2024, to be less than (i) for the weeks ending December 20, 2024, December 27, 2024 and January 3, 2025, $1,500,000, (ii) for the weeks ending January 10, 2025 and January 17, 2025, $1,000,000, (iii) for the weeks ending January 24, 2025, January 31, 2025, February 7, 2025 and February 14, 2025, $2,000,000 and (iv) for the weeks ending February 21, 2025 and February 28, 2025, $4,000,000.
2
As used herein, “Liquidity” means, with respect to any Person as of any date, the aggregate amount of Unrestricted Cash and Cash Equivalents of such Person as of such date, in each case that is not subject to any Lien, other than Permitted Liens.
3
[SIGNATURE PAGES FOLLOW]
4
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Third Amendment to be duly executed and delivered by a duly authorized officer as of the date first above written.
BORROWER:LULU’S FASHION LOUNGE, LLC,
a Delaware limited liability company
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: CEO
HOLDINGS:LULU’S FASHION LOUNGE PARENT, LLC,
a Delaware limited liability company
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: CEO
ADMINISTRATIVE AGENT:BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Director
LENDERS:BANK OF AMERICA, N.A.,
as a Lender, L/C Issuer and Swing Line Lender
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Director
