FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
EXHIBIT 10.3
155659.00009/155661629v.4
FIRST AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of October 28, 2025, is entered into by and among LULU’S FASHION LOUNGE HOLDINGS, INC., a Delaware corporation (“Holdings”), LULU’S FASHION LOUNGE PARENT, LLC, a Delaware limited liability company (“Parent”), and LULU’S FASHION LOUNGE, LLC, a Delaware limited liability company (“Lulus”, and together with Holdings, Parent and any other Person that at any time after the date hereof becomes a Borrower hereunder, jointly, severally and collectively, the “Borrowers” and each individually a “Borrower”), the Persons from time to time party to the Loan Agreement (as defined below) as Guarantors, the several financial institutions from time to time party to the Loan Agreement as Lenders, and WHITE OAK COMMERCIAL FINANCE, LLC, a Delaware limited liability company (“WOCF”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”). Terms used herein without definition shall have the meanings ascribed to them in the Loan Agreement defined below.
RECITALS
A.Borrowers, Guarantors, Lenders, and Administrative Agent have previously entered into that certain Loan and Security Agreement, dated as of August 14, 2025 (as amended to date, as amended hereby, and the same may be further amended, restated, amended and restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”), pursuant to which Administrative Agent and the Lenders have made certain loans and financial accommodations available to Borrowers.
▇.▇▇▇▇ Parties have requested, and Administrative Agent and ▇▇▇▇▇▇▇ have agreed, to amend the Loan Agreement on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
“(A)Administrative Agent shall at all times have dominion and control over each Collection Account of any Loan Party, and all Deposit Accounts of any Loan Party (other than Excluded Accounts) shall be subject to a Control Agreement which shall provide, (a) in the case of the Collection Account (to the extent that the Collection Account is separate from the Administrative Agent Account), among other things, that all amounts therein will be forwarded by daily sweep to the Administrative Agent Account, or as otherwise directed by Administrative Agent and (b) in the case of each such other Deposit Account, among other things, that upon notice by the Administrative Agent to the deposit account bank, all amounts in each such deposit account will be forwarded by daily sweep to the Administrative Agent. At all times Borrowers shall cause all invoices evidencing Accounts (including Credit Card Receivables) to be marked payable directly to a Collection Account
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(it being understood and agreed that any checks received by the Borrowers in respect of Accounts shall be promptly (and, in any event, within five (5) Business Days following receipt) deposited or remitted into a Collection Account). All collections and other amounts received by the Loan Parties from any Account Debtor (including, without limitation, Credit Card Issuers and Credit Card Processors), in addition, all other cash received by the Loan Parties from any other source shall upon receipt be deposited into a Collection Account. Administrative Agent will credit all payments received by it to the Loan Account, conditional upon final collection; credit will be given only for cleared funds received prior to 11:00 a.m. (New York time) by Administrative Agent. In all cases, the Loan Account will be credited only with the net amounts actually received. The Loan Parties will not commingle any collections with any of their other funds or property, but will segregate them from their other assets and will hold them in trust and for the account and as the property of Revolver Lenders. Borrowers hereby agree to, and will cause the other Loan Parties to, endorse any collections upon the request of Administrative Agent. Administrative Agent may apply all amounts received by it to such of the Revolver Loans and in such order as it may elect in its sole and absolute discretion. Unless otherwise agreed by Administrative Agent and Administrative Borrower, any Loan requested by Administrative ▇▇▇▇▇▇▇▇ and made by Administrative Agent hereunder shall be disbursed to the Disbursement Account.”
“Each Loan Party will, and will cause each of its Subsidiaries to, keep (a) their Inventory (other than in-transit Inventory) only at the locations identified on Schedule 5.14 to this Agreement (provided that Borrowers may amend Schedule 5.14 to this Agreement so long as such amendment occurs by written notice to Administrative Agent within three (3) Business Days of the date on which such Inventory is moved to such new location and such new location is within the continental United States), (b) their Equipment only at the locations identified on Schedule 5.14 to this Agreement (provided that Borrowers may amend Schedule 5.14 to this Agreement so long as such amendment occurs by written notice to Administrative Agent within three (3) Business Days of the date on which such Equipment is moved to such new location and such new location is within the continental United States), and (c) their respective chief executive offices only at the locations identified on Schedule 5.14 to this Agreement (provided that Borrowers may amend Schedule 5.14 to this Agreement to reflect a new chief executive office in Chico, CA so long as such amendment occurs by written notice to Administrative Agent within three (3) Business Days of the date upon which Borrowers relocate to such location).”
“(f)Borrowing Base Report. The following Borrowing Base Reports: (i) if no Increased Reporting Period exists, on or before the fifth (5th) day of each Fiscal Month, a fully completed and executed Borrowing Base Report as of the last day of the previous Fiscal Month, (ii) during an Increased Reporting Period, on or before the fourth (4th) Business Day of each week, a fully completed and executed Borrowing Base Report as of the last day of the previous week; in each case by Borrowers and detailing the Eligible Wholesale Accounts, Eligible Credit Card Receivables and Eligible Inventory, containing a calculation of Revolver Availability Reserves and Revolver Availability and reflecting all sales, collections, debit and credit adjustments, purchases and cost of goods sold for
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inventories, and a detailed calculation of (A) those Accounts that are not Eligible Wholesale Accounts or Eligible Credit Card Receivables and (B) Inventory which is not Eligible Inventory, all of which calculations shall be prepared under the supervision of the chief financial officer of each Borrower and certified by such officer.”
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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.
BORROWERS:
LULU’S FASHION LOUNGE HOLDINGS, INC.,
a Delaware corporation
By:___/s/ Crystal Landsem_____________
Name:___ Crystal Landsem_______________
Title:____CEO________________________
LULU’S FASHION LOUNGE PARENT, LLC,
a Delaware limited liability company
By:___/s/ Crystal Landsem_____________
Name:___ Crystal Landsem_______________
Title:____CEO________________________
LULU’S FASHION LOUNGE, LLC,
a Delaware limited liability company
By:___/s/ Crystal Landsem_____________
Name:___ Crystal Landsem_______________
Title:____CEO________________________
[Signatures continue on following page]
[Signature Page to First Amendment to Loan and Security Agreement]
ADMINISTRATIVE AGENT: WHITE OAK COMMERCIAL FINANCE, LLC, |
LENDERS: |
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[Signature Page to First Amendment to Loan and Security Agreement]
