CREW OPERATING CORP Sample Clauses
CREW OPERATING CORP. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer c/o J. Crew Group, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇, Esq. Telecopier: (▇▇▇)▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇.▇▇▇ with a copy to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Sang ▇▇▇ ▇▇▇, Esq. Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇@▇▇▇▇.▇▇▇ Signature page to Intercreditor Agreement By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer c/o J. CrewGroup, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇, Esq. Telecopier: (▇▇▇)▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇.▇▇▇ with a copy to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Sang ▇▇▇ ▇▇▇, Esq. Telecopier: (▇▇▇)▇▇▇-▇▇▇▇ Email: ▇▇▇▇@▇▇▇▇.▇▇▇ Signature page to Intercreditor Agreement By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer c/o J. Crew Group, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇, Esq. Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇.▇▇▇ with a copy to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Sang ▇▇▇ ▇▇▇, Esq. Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇@▇▇▇▇.▇▇▇ Signature page to Intercreditor Agreement By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President and Controller c/o J. Crew Group, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇, Esq. Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇.▇▇▇ with a copy to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Sang ▇▇▇ ▇▇▇, Esq. Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇@▇▇▇▇.▇▇▇ Signature page to Intercreditor Agreement By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer c/o J. Crew Group, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇, Esq. Telecopier: (▇▇▇)▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇.▇▇▇ with a copy to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Sang ▇▇▇ ▇▇▇, Esq. Telecopier: (▇▇▇)▇▇▇-▇▇▇▇ Email: ▇▇▇▇@▇▇▇▇.▇▇▇ Signature page to Intercreditor Agreement By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer c/o J. Crew Group, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention:...
CREW OPERATING CORP. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer Signature page to Pledge and Security Agreement By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President and Controller By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer Signature page to Pledge and Security Agreement ▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P., as Collateral Agent By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director Signature page to Pledge and Security Agreement This PLEDGE SUPPLEMENT, dated [mm/dd/yy], is delivered by [NAME OF GRANTOR] a [NAME OF STATE OF INCORPORATION] [Corporation] (the “Grantor”) pursuant to the Pledge and Security Agreement, dated as of [mm/dd/yy] (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), among J. CREW OPERATING CORP., the other Grantors named therein, and ▇▇▇▇▇▇▇ SACHS CREDIT PARTNERS L.P., as the Collateral Agent. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement. Grantor hereby confirms the grant to the Collateral Agent set forth in the Security Agreement of, and does hereby grant to the Collateral Agent, a security interest in all of Grantor’s right, title and interest in and to all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached supplements to Schedules to the Security Agreement and Schedules to the Collateral Questionnaire accurately and completely set forth all additional information required pursuant to the Security Agreement and hereby agrees that such supplements to Schedules to the Security Agreement and to the Collateral Questionnaire shall constitute part of the Schedules to the Security Agreement and to the Collateral Questionnaire, as the case may be.
CREW OPERATING CORP. Name: Title:
CREW OPERATING CORP. (together with it ------- successors and assigns, "Secured Party"). ------------- PRELIMINARY STATEMENTS
CREW OPERATING CORP. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EVP & CFO J. CREW INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EVP & CFO ▇▇▇▇▇ ▇▇▇▇▇▇, INC. d/b/a J. CREW RETAIL By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EVP & CFO H.F.D. NO. 55, INC. d/b/a J. CREW FACTORY By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EVP & CFO J. CREW GROUP, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EVP & CFO J. CREW INTERNATIONAL, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, VP & Controller J. CREW INTERMEDIATE LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EVP & CFO LOAN AND SECURITY SIGNATURE PAGES WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent By: /s/ Illegible Title: Director BANK OF AMERICA, N.A., as Syndication Agent By: Title: CONGRESS FINANCIAL CORPORATION, as Agent By: Title: CONGRESS FINANCIAL CORPORATION By: Title: Commitment: $65,000,000 BANK OF AMERICA, N.A. By: Title: Commitment: $50,000,000 LOAN AND SECURITY SIGNATURE PAGES WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent By: Title: BANK OF AMERICA, N.A., as Syndication Agent By: /s/ Illegible Title: Vice President CONGRESS FINANCIAL CORPORATION, as Agent By: Title: CONGRESS FINANCIAL CORPORATION By: Title: Commitment: $65,000,000 BANK OF AMERICA, N.A. By: /s/ Illegible Title: Vice President Commitment: $50,000,000 LOAN AND SECURITY SIGNATURE PAGES WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent By: Title: BANK OF AMERICA, N.A., as Syndication Agent By: Title: CONGRESS FINANCIAL CORPORATION, as Agent By: /s/ Illegible Title: First Vice President CONGRESS FINANCIAL CORPORATION By: /s/ Illegible Title: First Vice President Commitment: $65,000,000 BANK OF AMERICA, N.A. By: Title: Commitment: $50,000,000 LOAN AND SECURITY SIGNATURE PAGES THE CIT GROUP/BUSINESS CREDIT, INC. By: /s/ Illegible Title: Vice President Commitment: $25,000,000 LASALLE RETAIL FINANCE, a division of LaSalle Business Credit, as agent for Standard Federal Bank National Association By: Title: Commitment: $30,000,000 LOAN AND SECURITY SIGNATURE PAGES THE CIT GROUP/BUSINESS CREDIT, INC. By: Title: Commitment: $25,000,000 LASALLE RETAIL FINANCE, a division of LaSalle Business Credit, as agent for Standard Federal Bank National Association By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President Commitment: $30,000,000 LOAN AND SECURITY SIGNATURE PAGES This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Assignment and Acceptance”) dated as of , 200_ is made between (the “Assignor”) and (the “Assignee”).
CREW OPERATING CORP by ---------------------------- Name: Title: EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO, as a Guarantor, by ---------------------------- Name: Title: Authorized Officer THE CHASE MANHATTAN BANK, as Collateral Agent, by ---------------------------- Name: Title: SCHEDULE I to the Indemnity Subrogation and Contribution Agreement Guarantors Name Address Annex 1 to the Indemnity, Subrogation and Contribution Agreement SUPPLEMENT NO. dated as of [ ], to the Indemnity, Subrogation and Contribution Agreement dated as of October 17, 1997, (as the same may be amended, supplemented or otherwise modified from time to time, the "Indemnity, Subrogation and Contribution Agreement"), among J. CREW OPERATING CORP., a Delaware corporation (the "Borrower") and wholly-owned subsidiary of J. CREW GROUP, INC., a New York corporation ("Holdings"), each subsidiary of the Borrower listed on Schedule I thereto (the "Guarantors"), and THE CHASE MANHATTAN BANK, a New York banking corporation ("Chase"), as collateral agent (the "Collateral Agent"), for the Secured Parties (as defined in the Credit Agreement referred to below).
A. Reference is made to (a) the Credit Agreement dated as of October 17, 1997, (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, Holdings, the lenders from time to time party thereto (the "Lenders"), Donaldson, Lufkin & Jenrette Securities Corporation, a▇ ▇▇▇▇▇▇▇ti▇▇ ▇▇▇nt, ▇▇▇ ▇▇▇se, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), Collateral Agent and, with respect to Letters of Credit and Acceptances issued under the Credit Agreement, as issuing bank (in such capacity, the "Issuing Bank"), and (b) the Guarantee Agreement dated as of October 17, 1997, among the Guarantors, Holdings and the Collateral Agent (as amended, supplemented or otherwise modified from time to time, the "Guarantee Agreement").
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indemnity, Subrogation and Contribution Agreement and the Credit Agreement.
C. The Borrower and the Guarantors have entered into the Indemnity, Subrogation and Contribution Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit and Acceptances. Pursuant to Section 5.12 of the Credit Agreement, each Subsidiary of the Borrower which is also a Subsidiary Loan Party that was not in existence or ...
CREW OPERATING CORP. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President and Controller By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer ▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P., as Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Collateral Agent and Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Authorized Signatory BEAR, ▇▇▇▇▇▇▇ & CO. INC., as Joint Lead Arranger and Joint Bookrunner By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Title: Senior Managing Director BEAR ▇▇▇▇▇▇▇ CORPORATE LENDING INC., as Syndication Agent By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Title: Senior Managing Director WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agent By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners L.P. $285,000,000 100.0%
CREW OPERATING CORP. SENIOR SUBORDINATED NOTES DUE 2007 ---------------------------------------- ------------------- INDENTURE DATED AS OF OCTOBER 17, 1997 ------------------- ------------------------------------ STATE STREET BANK AND TRUST COMPANY TRUSTEE ------------------------------------- =================================================================== Indenture, dated as of October 17, 1997 among J. Crew Operating Corp., a Delaware corporation (the "Company"), as issuer, each of C&W Outlet, Inc., a New York corporation, ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., a Delaware corporation, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc., a New Jersey corporation, H.F.D. No. 55, Inc., a Delaware corporation, J. Crew, Inc., a New Jersey corporation, J. Crew International, Inc., a Delaware corporation, J. Crew Services, Inc., a New York corporation, and Popular Club Plan, Inc., a New Jersey corporation, as guarantors (each a "Guarantor") and together with any subsidiary that executes a Subsidiary Guarantee substantially in the form of Exhibit D attached hereto, (the "Guarantors") and State Street Bank and Trust Company, as trustee (the "Trustee"). The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the holders of the Company's 10 3/8% Senior Subordinated Notes due 2007 (the "Senior Subordinated Notes") and the exchange 10 3/8% Senior Subordinated Notes due 2007 (the "Exchange Senior Subordinated Notes" and, together with the Senior Subordinated Notes, the "Notes"):
CREW OPERATING CORP for itself and its Affiliates party to the Credit Agreement, hereby certifies to Agent and Lenders pursuant to Section 6.11(a) of the Credit Agreement as follows: