Reference is hereby made to that certain First Amended and Restated Forbearance Agreement, dated as of July 15, 2020 (as amended by that certain amendment dated July 22, 2020, as amended by that certain amendment dated July 29, 2020, as amended by that certain amendment dated August 5, 2020, and as amended hereby, the Forbearance Agreement), by and among Jill Acquisition LLC, a Delaware limited liability company (Jill Acquisition), J.Jill Gift Card Solutions, Inc., a Florida corporation (J.Jill Gift Card Solutions and together with Jill Acquisition, each a Borrower and collectively, the Borrowers), J.Jill, Inc., a Delaware corporation (Parent), CIT Finance LLC, as administrative agent and collateral agent (in such capacities, the Agent) and the Lenders party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Forbearance Agreement.
Pursuant to Section 6.06 of the Forbearance Agreement, the Forbearance Agreement may only be amended or modified in writing by the Credit Parties and the Required Lenders (or the Agent at the direction of the Required Lenders), subject to any additional requirements under the Credit Agreement, if applicable; provided that, at the option of the Required Lenders in their sole discretion, any such amendment may be effectuated through email confirmation.
The Credit Parties have requested, notwithstanding the terms and conditions of the Forbearance Agreement, that the Agent and the Required Lenders consent to and approve the following amendments to the Forbearance Agreement:
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The reference to August 13, 2020 in Section 2.02(a) of the Forbearance Agreement shall be replaced with August 27, 2020;
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Section 4.01(b) of the Forbearance Agreement shall be amended and restated in its entirety as follows:
(b) The Credit Parties shall (i) satisfy reasonable diligence requests of the Agent or the Lenders party hereto within a reasonable period of time after the receipt of such request and (ii) conduct conference calls with the Agent and MIII (as defined below) as reasonably requested by Agent but, in any event, not less than weekly.;
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The reference to August 13, 2020 in Section 4.01(e) of the Forbearance Agreement shall be replaced with August 27, 2020;
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Section 4.03 of the Forbearance Agreement shall be amended and restated in its entirety as follows:
4.03 Payment of Expenses. The Credit Parties agree to pay and reimburse the Agent promptly for all of its heretofore and hereafter incurred reasonable and documented out-of-pocket costs and expenses in accordance with Section 13.01(i) of the Credit Agreement arising in connection with this Agreement, the Credit Agreement and the other Credit Documents, including the reasonable fees and disbursements of Stradley Ronon Stevens & Young, LLP (Stradley), Proskauer Rose LLP (Proskauer) and M-III Partners, LP (MIII); in furtherance of the foregoing, the Credit Parties agree to pay to MIII an evergreen retainer in an amount equal to $50,000 within one (1) Business Day after receipt of an invoice therefor, including wire instructions, which shall be retained by MIII for application against its final invoice, and further agree to pay for professional fees and out-of-pocket expenses of MIII to the extent invoiced, on a semi-monthly basis.
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The reference to August 13, 2020 in Section 6.01(b) of the Forbearance Agreement shall be replaced with August 27, 2020
(collectively, the Proposed Amendments).