GUARANTY (UNLIMITED)J Jill Group Inc • December 28th, 2004 • Retail-catalog & mail-order houses
This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance by the Borrower of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Agent or Lenders first attempt to collect any of the Obligations from the Borrower or any other party primarily or secondarily liable with respect thereto or resort to any security or other means of obtaining payment of any of the Obligations which the Agent or Lenders now has or may acquire after the date hereof, or upon any other contingency whatsoever.
SECURITY AGREEMENTSecurity Agreement • December 28th, 2004 • J Jill Group Inc • Retail-catalog & mail-order houses • Massachusetts
FIRST PLEDGE AND SECURITY AGREEMENT (Collateral Assignment of Membership Interests)First Pledge and Security Agreement • December 28th, 2004 • J Jill Group Inc • Retail-catalog & mail-order houses • Massachusetts
This FIRST PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of December 27, 2004, by and between J. Jill, GP, a Massachusetts general partnership whose sole partners are The J. Jill Group, Inc., a Delaware corporation (“Borrower”) and J.J. Company, Inc., a Massachusetts corporation (J. Jill, GP is hereafter referred to as the “Assignor”), in favor or Citizens Bank of Massachusetts as Agent for the benefit of and on behalf of all of the Lenders, as such term is defined in that certain Fifth Amended and Restated Loan Agreement dated as of June 29, 2001 as the same has been and may hereafter be amended (collectively, the “Loan Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Loan Agreement.
AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • December 28th, 2004 • J Jill Group Inc • Retail-catalog & mail-order houses
Reference is made to that certain Security Agreement dated June 29, 2001 from The Jill Group, Inc. (“DEBTOR”) in favor of Citizens Bank of Massachusetts as Agent (“AGENT”) for the benefit of and on behalf of Citizens Bank of Massachusetts, HSBC Bank USA, National Association and Banknorth, N.A. (the “SECURITY AGREEMENT”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the SECURITY AGREEMENT.
FIFTH AMENDMENT TO FIFTH AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • December 28th, 2004 • J Jill Group Inc • Retail-catalog & mail-order houses
This Fifth Amendment to Fifth Amended and Restated Loan Agreement, dated as of December 27, 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, and Banknorth, N.A. (collectively, “LENDERS”) and Citizens Bank of Massachusetts as agent (“AGENT”) for the LENDERS, on the other hand.
PLEDGE AGREEMENTPledge Agreement • December 28th, 2004 • J Jill Group Inc • Retail-catalog & mail-order houses • Massachusetts
This instrument is executed as of the 27th day of December, 2004 by and between The J. Jill Group, Inc., with an address of 4 Batterymarch Park, Quincy, Massachusetts 02169 (“Pledgor”) and Citizens Bank of Massachusetts (“Citizens”) as Agent for the benefit of and on behalf of all of the Lenders, as such term is defined in that certain Fifth Amended and Restated Loan Agreement (as amended, the “Loan Agreement”) dated June 29, 2001 between Pledgor, on the one hand, and the several financial institutions from time to time party thereto (Citizens being one of them) and Citizens as Agent, with its principal offices located at 28 State Street, Boston, MA 02108 (“Pledgee”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 28th, 2004 • J Jill Group Inc • Retail-catalog & mail-order houses
This Assignment and Assumption Agreement (“Agreement”) is entered into by and among CLC, Assignor, and Assignee with respect to the assignment by Assignor to Assignee of Assignor’s Interest in the Loan Documents.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of any and all loans, advances, extensions of credit, equipment financing and equipment leases now or hereafter made or extended by...J Jill Group Inc • December 28th, 2004 • Retail-catalog & mail-order houses • Rhode Island
This Guaranty is a continuing, unconditional and absolute guaranty of payment and performance. If for any reason any rental payment installment, principal or interest payment or any other sum or indebtedness now or hereafter owing by Obligor to CLC under the Agreements shall not be paid promptly when due, Guarantors will forthwith pay such sum to CLC, without regard to any counterclaim, set-off, deduction or defense of any kind which Obligor or Guarantors may have or assert, and without abatement, suspension, deferment or reduction on account of any occurrence whatsoever. The Guarantors hereby waive notice of and consent to the leasing and subleasing or financing, as applicable, of all equipment and other property now or hereafter leased or financed under or described in the Agreements, and any schedule(s), rider(s), individual leasing record(s) or acceptance form(s) executed pursuant thereto, to any subleasing or other use or disposition of any equipment or collateral (regardless of w
