CREW OPERATING CORP. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer c/o J. Crew Group, Inc. 000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxx, Esq. Telecopier: (000)000-0000 Email: xxxxxx.xxxx@xxxxx.xxx with a copy to: Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP Xxx Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Sang Xxx Xxx, Esq. Telecopier: (000) 000-0000 Email: xxxx@xxxx.xxx Signature page to Intercreditor Agreement By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer c/o J. CrewGroup, Inc. 000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxx, Esq. Telecopier: (000)000-0000 Email: xxxxxx.xxxx@xxxxx.xxx with a copy to: Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP Xxx Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Sang Xxx Xxx, Esq. Telecopier: (000)000-0000 Email: xxxx@xxxx.xxx Signature page to Intercreditor Agreement By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer c/o J. Crew Group, Inc. 000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxx, Esq. Telecopier: (000) 000-0000 Email: xxxxxx.xxxx@xxxxx.xxx with a copy to: Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP Xxx Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Sang Xxx Xxx, Esq. Telecopier: (000) 000-0000 Email: xxxx@xxxx.xxx Signature page to Intercreditor Agreement By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President and Controller c/o J. Crew Group, Inc. 000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxx, Esq. Telecopier: (000) 000-0000 Email: xxxxxx.xxxx@xxxxx.xxx with a copy to: Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP Xxx Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Sang Xxx Xxx, Esq. Telecopier: (000) 000-0000 Email: xxxx@xxxx.xxx Signature page to Intercreditor Agreement By: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer c/o J. Crew Group, Inc. 000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxx, Esq. Telecopier: (000)000-0000 Email: xxxxxx.xxxx@xxxxx.xxx with a copy to: Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP Xxx Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Sang Xxx Xxx, Esq. Telecopier: (000)000-0000 Email: xxxx@xxxx.xxx Signature page to Intercreditor Agreement By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer c/o J. Crew Group, Inc. 000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention:...
CREW OPERATING CORP. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Signature page to Pledge and Security Agreement By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President and Controller By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Signature page to Pledge and Security Agreement XXXXXXX XXXXX CREDIT PARTNERS L.P., as Collateral Agent By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx 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 XXXXXXX 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 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:
CREW OPERATING CORP. (together with it ------- successors and assigns, "Secured Party"). ------------- PRELIMINARY STATEMENTS
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, Xxxxx Xxxxxx Inc., a Delaware corporation, Xxxxxxxx & Xxxxx, 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. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President and Controller By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXXXX XXXXX CREDIT PARTNERS L.P., as Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Collateral Agent and Lender By: /s/ Xxxxxxx Xxxxxx Authorized Signatory BEAR, XXXXXXX & CO. INC., as Joint Lead Arranger and Joint Bookrunner By: /s/ Xxxxxxx Xxxx Xxxxx Name: Xxxxxxx Xxxx Xxxxx Title: Senior Managing Director BEAR XXXXXXX CORPORATE LENDING INC., as Syndication Agent By: /s/ Xxxxxxx Xxxx Xxxxx Name: Xxxxxxx Xxxx Xxxxx Title: Senior Managing Director WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agent By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President Xxxxxxx Xxxxx Credit Partners L.P. $285,000,000 100.0%
CREW OPERATING CORP. By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, EVP & CFO J. CREW INC. By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, EVP & CFO XXXXX XXXXXX, INC. d/b/a J. CREW RETAIL By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, EVP & CFO H.F.D. NO. 55, INC. d/b/a J. CREW FACTORY By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, EVP & CFO J. CREW GROUP, INC. By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, EVP & CFO J. CREW INTERNATIONAL, INC. By: /s/ Xxxx Xxxxxxxx Xxxx Xxxxxxxx, VP & Controller J. CREW INTERMEDIATE LLC By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, 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/ Xxxxx X. Xxxxxxxx Title: Xxxxx X. Xxxxxxxx, 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”).
