The components of the Company’s outstanding long-term debt at July 30, 2022 and January 29, 2022 were as follows (in thousands):


	At July 30, 2022
	Outstanding Balance			Original Issue Discount			Capitalized Fees & Expenses			Balance Sheet
Priming Term Loan due 2024	$	202,033		$	(1,073	)	$	(2,212	)	$	198,748
Subordinated Term Loan due 2024		19,040			—			(11,704	)		7,336
Totals		221,073			(1,073	)		(13,916	)		206,084
Less: Current portion		(2,739	)		—			—			(2,739	)
Net long-term debt	$	218,334		$	(1,073	)	$	(13,916	)	$	203,345


	At January 29, 2022
	Outstanding Balance			Original Issue Discount			Capitalized Fees & Expenses			Balance Sheet
Existing Term Loan due 2022	$	4,963		$	(10	)	$	—		$	4,953
Priming Term Loan due 2024		203,403			(1,356	)		(2,797	)		199,250
Subordinated Term Loan due 2024		17,829			—			(12,224	)		5,605
Totals		226,195			(1,366	)		(15,021	)		209,808
Less: Current portion		(7,692	)		—			—			(7,692	)
Net long-term debt	$	218,503		$	(1,366	)	$	(15,021	)	$	202,116

The Company was party to a term loan credit agreement, dated May 8, 2015, as amended, until it was re-paid on May 8, 2022.

The Company is party to a senior secured priming term loan facility, dated September 30, 2020 (the “Priming Loan” and, the lenders thereunder, the “Priming Lenders”).The maturity date of the Priming Credit Agreement is May 8, 2024, and the loans under the Priming Credit Agreement bear interest at the Company’s election at: (1) Base Rate (as defined in the Priming Credit Agreement) plus 4.00% or (2) LIBOR plus 5.00%, with a minimum LIBOR per annum of 1.00%, with the interest payable on a quarterly basis. The Priming Credit Agreement offered the option to make a principal paydown of at least $25.0 million by August 30, 2021; otherwise, there would be a paid-in-kind (“PIK”) interest rate increase and a PIK fee. On August 27, 2021, the Company made the principal paydown of $25.0 million to avoid additional PIK and interest fees.

In accordance with the Priming Credit Agreement, on May 31, 2021, the Company had the choice (the “May 31, 2021 Option”) to either (i) repay a stated principal amount of the loans under the Priming Credit Agreement, together with accrued and unpaid interest thereon or (ii) issue additional shares of common stock to the Priming Lenders in an amount as defined in the Priming Credit Agreement. On May 31, 2021, and within the terms of the Priming Loan, the Company chose to issue 272,097 additional shares of common stock to the Priming Lenders with a value of approximately $5.2 million (based on the value of those shares as of close on that date). The May 31, 2021 Option was considered an embedded derivative within the Priming Loan that was required to be adjusted to fair value each period while it was outstanding, with the adjustment being recorded in income. Through May 31, 2021, the fair value adjustments resulted in charges of $0.6 million and $2.8 million for the thirteen and twenty-six weeks ended July 31, 2021, respectively, being recorded within Fair value adjustment of derivative in the condensed consolidated statements of operations and comprehensive income (loss).

The Company’s obligations under the Priming Credit Agreement are secured by substantially all of the real and personal property of the Company and certain of its subsidiaries, subject to certain customary exceptions. The Priming Credit Agreement includes customary negative covenants, including covenants limiting the ability of the Company to, among other things, incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sales of assets and purchases, pay dividends and distributions, enter into transactions with affiliates, and make payments in respect of junior indebtedness. The Priming Credit Agreement also has certain financial covenants, including (1) a minimum liquidity covenant that generally requires minimum liquidity on a weekly basis of $15.0 million, (2) a first lien net leverage ratio that requires compliance beginning in the fourth quarter of Fiscal Year 2021 with a net leverage ratio of 5:1, which reduces over time, and (3) limits on capital expenditures of $20.0 million annually. As of July 30, 2022 and January 29, 2022, the Company was in compliance with all covenants.

On September 30, 2020, the Company entered into a subordinated facility, with the Subordinated Lenders (as defined below), that provides for a secured term loan facility in an aggregate principal amount equal to $15.0 million with an additional incremental capacity subject to certain customary conditions (the “Subordinated Facility”).

The Subordinated Lenders are a group of related parties that includes certain affiliates of TowerBrook and our Chairman of the board of directors.

The maturity date of the Subordinated Facility is November 8, 2024. Loans under the Subordinated Facility bear interest at the Borrower’s election at (1) Base Rate (as defined in the Subordinated Facility) plus 11.00% or (2) LIBOR plus 12.00%, with a minimum LIBOR per annum of 1.00%. The Subordinated Facility is secured by substantially all of the real and personal property of the Company. The Subordinated Facility includes customary negative covenants for subordinated term loan agreements of this type, including covenants limiting the ability of the Company to, among other things, incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sales of assets and purchases, pay dividends and distributions, enter into transactions with affiliates, and make payments in respect of junior indebtedness. The Subordinated Facility also has certain financial covenants, including (1) a minimum liquidity covenant that generally requires minimum liquidity on a weekly basis of $12.75 million, (2) a first lien net leverage ratio that requires compliance beginning in the fourth quarter of Fiscal Year 2021 with a net leverage ratio of 5.75:1, which reduces over time, and (3) limits on capital spending of $23.0 million annually. The difference between the carrying value of the subordinated facility debt and the principal amount was accreted over the term of the debt using the effective interest method.

On May 31, 2021, in accordance with the Subordinated Facility, the Company issued warrants to the Subordinated Lenders. See Note 8, Net Income (Loss) Per Share for additional information regarding the warrants.

The Company is party to a secured $40.0 million asset-based revolving credit facility agreement (the “ABL Facility”).

On April 15, 2022, the Company entered into an Amendment No. 5 to its ABL Credit Agreement (the “ABL Amendment”), by and among the Company, Jill Acquisition LLC, J.Jill Gift Card Solutions, Inc., Jill Intermediate LLC, the other guarantors party thereto from time to time, the other lenders party thereto from time to time and CIT Finance LLC, as the administrative agent and collateral agent. The ABL Amendment (i) extended the maturity date of the ABL Facility from May 8, 2023 to May 8, 2024, provided that if by November 4, 2023, the Priming Loan maturity date has not been appropriately extended to a date that is at least November 4, 2024, then the ABL Facility maturity date shall automatically be deemed to be November 4, 2023, and (ii) changed the benchmark interest rate applicable to the loans under the ABL Facility from LIBOR to the forward-looking secured overnight financing rate.

The Company had no short-term borrowings under the Company’s ABL Facility as of July 30, 2022 and January 29, 2022. The Company’s available borrowing capacity under the ABL Facility as of July 30, 2022 and January 29, 2022 was $34.9 million and $22.6 million, respectively. At July 30, 2022 and January 29, 2022, there were outstanding letters of credit of $4.5 million, which reduced the availability under the ABL Facility. As of July 30, 2022, the maximum commitment for letters of credit was $10.0 million.