TERM LOAN CREDIT AGREEMENT among JILL HOLDINGS LLC, JILL ACQUISITION LLC, THE VARIOUS LENDERS PARTY HERETO FROM TIME TO TIME and JEFFERIES FINANCE LLC, as ADMINISTRATIVE AGENT Dated as of May 8, 2015 JEFFERIES FINANCE LLC and MACQUARIE CAPITAL (USA)...Term Loan Credit Agreement • February 10th, 2017 • Jill Intermediate LLC • Women's, misses', and juniors outerwear • Delaware
WHEREAS, on or prior to the date hereof, JJill Holdings, Inc., a Delaware corporation, intends to acquire Jill Intermediate LLC (“Jill Intermediate”) and its subsidiaries (the “Acquisition”), pursuant to the terms of that certain Membership Interest Purchase Agreement (together with all exhibits, schedules and other disclosure letters thereto, collectively, the “Purchase Agreement”), dated as of March 30, 2015, by and among JJill Holdings, Inc., Jill Intermediate, the members of Jill Intermediate party thereto and JJ Holding Company Limited (as the same may be amended, restated, amended and restated modified and/or supplemented from time to time in accordance with the terms hereof and thereof), pursuant to which (i) certain equity holders will receive equity interests in JJIP, LLC, and contribute such equity interests to JJill Topco Holdings, L.P. (“Topco”), in exchange for certain equity interests in Topco, (ii) Jill Intermediate will pay off interests under the Commodities Purchase A
ContractRestricted Stock Unit Award Agreement • February 10th, 2017 • Jill Intermediate LLC • Women's, misses', and juniors outerwear • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [ ], 20[ ] (the “Date of Grant”), by and between J.Jill, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”).
ContractNonqualified Option Award Agreement • February 10th, 2017 • Jill Intermediate LLC • Women's, misses', and juniors outerwear • Delaware
THIS NONQUALIFIED OPTION AWARD AGREEMENT (this “Agreement”), is entered into as of [ ], 20[ ] (the “Date of Grant”), by and between J.Jill, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the J.Jill Inc. 2017 Omnibus Equity Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).
JILL ACQUISITION LLC TOWERBROOK CAPITAL PARTNERS L.P. SERVICES AGREEMENTServices Agreement • February 10th, 2017 • Jill Intermediate LLC • Women's, misses', and juniors outerwear • Delaware
This Services Agreement (this “Agreement”) is made and entered into, and shall have effect, as of May 8, 2015 (the “Effective Date”), by and between Jill Acquisition LLC, a Delaware limited liability company with its principal place of business located at 4 Batterymarch Park, Quincy, Massachusetts 02169 (the “Company”), on the one hand, and TowerBrook Capital Partners L.P., a limited partnership organized under the laws of Delaware (“TowerBrook”), on the other hand. The Company and TowerBrook are the “Parties” and each a “Party” to this Agreement. Certain defined terms used herein are defined in Section 11.
AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • February 10th, 2017 • Jill Intermediate LLC • Women's, misses', and juniors outerwear • New York
AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT (this “First Amendment”), dated as of May 27, 2016, among JILL ACQUISITION LLC, a Delaware limited liability company (the “Borrower”), JILL INTERMEDIATE LLC, a Delaware limited liability company (as successor to Jill Holdings LLC, “Holdings”), the other Credit Parties party hereto, the 2016 Incremental Term Loan Lenders (as defined below) party hereto, the other Lenders identified on the signature pages hereto and JEFFERIES FINANCE LLC, as the administrative agent (in such capacity, the “Administrative Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement (as defined below).
