J JILL GROUP INC
EXHIBIT 10.1
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<TYPE>EX-10.1
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<FILENAME>a2062729zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
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                                                                    Exhibit 10.1


                        FIRST AMENDMENT TO FIFTH AMENDED
                           AND RESTATED LOAN AGREEMENT

         This First Amendment to Fifth Amended and Restated Loan Agreement,
dated as of August 28, 2001, by and among The J. Jill Group, Inc., a Delaware
corporation ("BORROWER") on the one hand, and Citizens Bank of Massachusetts,
HSBC Bank USA, and Bank of New Hampshire (collectively "LENDERS") and Citizens
Bank of Massachusetts as agent ("AGENT") for the LENDERS, on the other hand.

                                   WITNESSETH:

         WHEREAS, BORROWER, LENDERS and AGENT are parties to that certain Fifth
Amended and Restated Loan Agreement dated as of June 29, 2001 (the "LOAN
AGREEMENT"); and

         WHEREAS, BORROWER, LENDERS and AGENT wish to amend the LOAN AGREEMENT
as more particularly hereafter set forth. Capitalized terms used herein without
definition shall have the meanings ascribed to them in the LOAN AGREEMENT.

         NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereby agree that the LOAN AGREEMENT is hereby amended as
follows:

          1.   Section 6.06 of the LOAN AGREEMENT is hereby amended by deleting
               in the second sentence of said Section each time where they
               appear therein the word and number "sixty (60)" and substituting
               therefor the word and number "one hundred twenty (120)" so that
               as amended, the second sentence of Section 6.06 shall provide as
               follows:

               "With respect to those jurisdictions set forth on Exhibit 6.06B
               in which BORROWER or any of its SPECIAL SUBSIDIARIES is or
               becomes a lessee, BORROWER shall have not later than the earlier
               of (i) one hundred twenty (120) days from CLOSING or (ii) one
               hundred twenty (120) days from taking possession of such
               leasehold premises to obtain from said owner/lessor a landlord's
               waiver of lien certificate in substantially the form of Exhibit
               6.06A with such changes thereto as the AGENT shall approve."

          2.   Section 9.16 of the LOAN AGREEMENT is hereby deleted in its
               entirety and the following is substituted therefor:

               "9.16. BORROWER and its SPECIAL SUBSIDIARIES shall not open more
               than fifty (50) new retail stores during combined FISCAL YEARS
               2001 and 2002 of BORROWER, and thereafter BORROWER shall not open
               more than twenty-five (25) new retail stores in any FISCAL YEAR
               of BORROWER commencing with FISCAL YEAR 2003."


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Except as hereby amended, the LOAN AGREEMENT is hereby ratified, confirmed and
republished.

         IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the date first above written.

CITIZENS BANK OF MASSACHUSETTS              THE J. JILL GROUP, INC.

By:  /s/ Lori B. Leeth, SVP                 By: /S/ Olga L. Conley
  ----------------------------------          ----------------------------------
     Lori B. Leeth, Senior Vice President   Name: Olga L. Conley
                                              ----------------------------------
                                            Title: Chief Financial Officer
                                              ----------------------------------


HSBC BANK USA

By: /s/ George Ahlmeyer
    -----------------------------------------
    George Ahlmeyer, Senior Vice President

BANK OF NEW HAMPSHIRE, N.A.

By: /s/ Jon R. Sundstrom
    -----------------------------------------
    Jon R. Sundstrom, Senior Vice President







                                      -2-

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