J.JILL, INC. (as Issuer) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (as Warrant Agent) Warrant Agreement Dated as of October 2, 2020 Warrants Exercisable for Shares of Common StockWarrant Agreement • October 2nd, 2020 • J.Jill, Inc. • Women's, misses', and juniors outerwear • Delaware
WARRANT AGREEMENT, dated as of October 2, 2020, among J.Jill, Inc., a Delaware corporation (as further defined below, the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
SUBORDINATED TERM LOAN CREDIT AGREEMENT among J.JILL, INC., JILL ACQUISITION LLC, THE VARIOUS LENDERS PARTY HERETO FROM TIME TO TIME and WILMINGTON TRUST, NATIONAL ASSOCIATION, as ADMINISTRATIVE AGENT and as COLLATERAL AGENT Dated as of September 30, 2020Loan Credit Agreement • October 2nd, 2020 • J.Jill, Inc. • Women's, misses', and juniors outerwear
SUBORDINATED TERM LOAN CREDIT AGREEMENT, dated as of September 30, 2020, among J.JILL, INC., a Delaware corporation (“Holdings”), Jill Acquisition LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto from time to time and Wilmington Trust, National Association (“Wilmington Trust”), as Administrative Agent and as Collateral Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
AMENDMENT NO. 4 TO ABL CREDIT AGREEMENT AND WAIVERAbl Credit Agreement and Waiver • October 2nd, 2020 • J.Jill, Inc. • Women's, misses', and juniors outerwear • New York
WHEREAS, on or prior to the date hereof, JJill Holdings, Inc., a Delaware corporation (“Holdings”), intends to acquire Jill Intermediate LLC (“Jill Intermediate”) and its subsidiaries (the “Acquisition”) pursuant to the terms of that certain Membership Interest Purchase Agreement, dated as of March 30, 2015, by and among Holdings, 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, and together with all exhibits, schedules and other disclosure letters thereto, collectively, the “Purchase Agreement”), 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 Purcha
AMENDMENT NO. 2 TO TERM LOAN CREDIT AGREEMENT, CONSENT AND WAIVERCredit Agreement • October 2nd, 2020 • J.Jill, Inc. • Women's, misses', and juniors outerwear • Delaware
WHEREAS, on or prior to the Closing Date, 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
