Exhibit 4.1 STOCKHOLDERS' AGREEMENT STOCKHOLDERS' AGREEMENT (this "Agreement"), dated as of January 24, 2003, among J. Crew Group, Inc. (the "Company"), TPG Partners II, L.P. (the "Majority Stockholder") and Millard S. Drexler (the "Stockholder")....Stockholders' Agreement • February 3rd, 2003 • J Crew Group Inc • Retail-apparel & accessory stores • New York
EXECUTION COPY PLEDGE AGREEMENT dated as of October 17, 1997, among J. CREW OPERATING CORP., a Delaware corporation (the "Borrower"), J. CREW GROUP, INC., a New York corporation ("Holdings"), each subsidiary of the Borrower listed on Schedule I hereto...Pledge Agreement • December 17th, 1997 • J Crew Group Inc • New York
ARTICLE I ---------Stockholders' Agreement • December 17th, 1997 • J Crew Group Inc • New York
Exhibit 10.5(d) April 29, 2002 Mark Sarvary 7 Fox Run Purchase, NY 10577 Dear Mark: This letter will confirm our understanding of the arrangements under which your Employment Agreement ("Employment Agreement"), dated May 3, 1999, with the Company (as...J Crew Group Inc • April 22nd, 2003 • Retail-apparel & accessory stores
FORM OF LETTER AGREEMENT BETWEEN MATTHEW Exhibit 10.5 RUBEL AND J. CREW GROUP, INC. ------------ January 27, 1998 Mr. Matthew Rubel 739 Lake Avenue Greenwich, CT 06830 Dear Matt, This letter agreement ("Agreement") will supersede your current...Letter Agreement • February 26th, 1998 • J Crew Group Inc • Blank checks
by and amongRegistration Rights Agreement • December 17th, 1997 • J Crew Group Inc • New York
Exhibit 10.7(b) January 30, 2003 Mr. Blair Gordon 359 West 20/th/ Street, #4 New York, NY 10011 Dear Blair: This letter will confirm our understanding of the arrangements under which your Employment Agreement, dated December 12, 2001, with the Company...J Crew Group Inc • April 22nd, 2003 • Retail-apparel & accessory stores • New York
INDENTUREJ Crew Group Inc • December 17th, 1997 • New York
BY- LAWS ________________________ ARTICLE I The Corporation ---------------J Crew Group Inc • April 27th, 2001 • Blank checks
CONFORMED COPY CREDIT AGREEMENTCredit Agreement • February 6th, 1998 • J Crew Group Inc • Blank checks • New York
ContractUnderwriting Agreement • January 17th, 2007 • J Crew Group Inc • Retail-apparel & accessory stores • New York
Certain stockholders, named in Schedule II hereto (the “Selling Stockholders”), of J. Crew Group, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 7,500,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,125,000 additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
J. Crew Group, Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • May 17th, 2006 • J Crew Group Inc • Retail-apparel & accessory stores • New York
Execution Copy EMPLOYMENT AGREEMENT AGREEMENT, dated this 27th day of January, 2003 (this "Agreement"), among J. Crew Group, Inc., a New York Corporation (the "Parent") and its operating subsidiary J. Crew Operating Corp. (collectively with the...Employment Agreement • April 22nd, 2003 • J Crew Group Inc • Retail-apparel & accessory stores • New York
Exhibit 10.10 EMPLOYMENT AGREEMENT AGREEMENT, dated this 24th day of January, 2003 (this "Agreement"), among J. Crew Group, Inc., a New York Corporation (the "Parent") and its operating subsidiary J. Crew Operating Corp. (collectively with the Parent,...Employment Agreement • April 22nd, 2003 • J Crew Group Inc • Retail-apparel & accessory stores • New York
Exhibit 4.2(b) -------------- AMENDMENT dated as of November 23, 1998, to the Credit Agreement dated as of October 17, 1997 (as previously amended by an amendment dated as of March 18, 1998, the "Credit Agreement"), among J. CREW OPERATING CORP., a...J Crew Group Inc • April 30th, 1999 • Blank checks • New York
ARTICLE I THE LOANSCredit Agreement • February 7th, 2003 • J Crew Group Inc • Retail-apparel & accessory stores • New York
AMENDMENT TO RECAPITALIZATION AGREEMENT Amendment, dated as of October 17, 1997 (this "Amendment"), to that certain Recapitalization Agreement, dated as of July 22, 1997 (the "Recapitalization Agreement"), by and among J. Crew Group, Inc., a New York...Recapitalization Agreement • December 17th, 1997 • J Crew Group Inc • New York
ARTICLE ILease • December 17th, 1997 • J Crew Group Inc
AGREEMENT AND PLAN OF MERGER Dated as of November 23, 2010 among CHINOS HOLDINGS, INC., CHINOS ACQUISITION CORPORATION and J. CREW GROUP, INC.Agreement and Plan of Merger • November 26th, 2010 • J Crew Group Inc • Retail-apparel & accessory stores • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of November 23, 2010 (this “Agreement”), is by and among Chinos Holdings, Inc., a Delaware corporation (“Parent”), Chinos Acquisition Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and J. Crew Group, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are used as defined in Section 8.12.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among J. CREW OPERATING CORP. J. CREW INC. GRACE HOLMES, INC. d/b/a J. CREW RETAIL H.F.D. NO. 55, INC. d/b/a J. CREW FACTORY as Borrowers and J. CREW GROUP, INC. J. CREW INTERNATIONAL, INC. J....Loan and Security Agreement • September 3rd, 2010 • J Crew Group Inc • Retail-apparel & accessory stores • New York
This Amended and Restated Loan and Security Agreement dated December 23, 2004 is entered into by and among J. Crew Operating Corp., a Delaware corporation (“Operating”), J. Crew Inc., a New Jersey corporation (“J. Crew”), Grace Holmes, Inc., a Delaware corporation doing business as J. Crew Retail (“Retail”), H.F.D. No. 55, Inc., a Delaware corporation doing business as J. Crew Factory (“Factory”, and together with J. Crew, Retail, Operating, each individually a “Borrower” and collectively, “Borrowers”), J. Crew Group, Inc., a New York corporation (“Parent”), J. Crew International, Inc. (“JCI”), and J. Crew Intermediate LLC, a Delaware limited liability company (“Intermediate”, and together with Parent and JCI, each individually a “Guarantor” and collectively, “Guarantors”), the parties hereto as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders”), Wachovia Capital Markets, LLC, a Delaware limited li
AGREEMENT OF SUBLEASEAgreement of Sublease • December 17th, 1997 • J Crew Group Inc • New Jersey
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 18th, 2017 • J Crew Group Inc • Retail-apparel & accessory stores • New York
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 13, 2017 (this “Amendment No. 1”), by and among J. CREW GROUP, INC., a Delaware corporation (the “Borrower”), the Lenders under the Existing Credit Agreement (as defined below) party hereto (the “Consenting Lenders”) and the “New Lenders” listed on the signature pages hereto (the “New Lenders”) and acknowledged by Wilmington Savings Fund Society, FSB, a federal savings bank (“WSFS”), as Administrative Agent (as defined below) in accordance with Section 10.01 of the Existing Credit Agreement (as defined below).
EXECUTION COPY INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of October 17, 1997, among J. CREW OPERATING CORP., a Delaware corporation (the "Borrower") and a wholly-owned subsidiary of J. CREW GROUP, INC., a New York corporation...Indemnity, Subrogation and Contribution Agreement • December 17th, 1997 • J Crew Group Inc • New York
EMPLOYMENT AGREEMENT AGREEMENT, dated this 17th day of October, 1997 (the "Agreement"), among J. Crew Group, Inc., a New York Corporation (the "Parent") and its operating subsidiary J. Crew Operating Corp. (the "Subsidiary" and collectively with the...Employment Agreement • December 17th, 1997 • J Crew Group Inc • New York
Chinos Acquisition Corporation to be merged with and intoExchange and Registration Rights Agreement • March 10th, 2011 • J Crew Group Inc • Retail-apparel & accessory stores • New York
In connection with the merger (the “Merger”) of Chinos Acquisition Corporation, a Delaware corporation (“Chinos”), with and into J. Crew Group, Inc., a Delaware corporation (the “Company”), pursuant to the agreement and plan of merger by and among the Company, Chinos, and Chinos Holdings, Inc., a Delaware corporation, dated November 23, 2010, as amended, Chinos proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein), an aggregate of $400,000,000 principal amount of its 8.125% Senior Notes due 2019 (the “Notes”), which are unconditionally guaranteed on a senior unsecured basis by the Guarantors (as defined herein). Upon consummation of the Merger, the Company will assume all of Chino’s obligations in connection with the Notes. The representations, warranties, agreements and obligations of the Company and each of the Guarantors contained herein will not become effective until consummation of the Merger and th
CREDIT AGREEMENT Dated as of March 7, 2011 among CHINOS ACQUISITION CORPORATION, which on the Closing Date shall be merged with and into with J. Crew Group, Inc. surviving such merger as the Borrower, CHINOS INTERMEDIATE HOLDINGS B, INC., as Holdings,...Credit Agreement • March 10th, 2011 • J Crew Group Inc • Retail-apparel & accessory stores • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of March 7, 2011, among CHINOS ACQUISITION CORPORATION, a Delaware corporation (which on the Closing Date shall be merged with and into J. CREW GROUP, INC., a Delaware corporation (the “Company”), with the Company surviving such merger as the Borrower (the “Borrower”)), CHINOS INTERMEDIATE HOLDINGS B, INC., a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
Letter AgreementLetter Agreement • March 27th, 2018 • J Crew Group Inc • Retail-apparel & accessory stores
Pursuant to our discussions regarding your continued employment with J. Crew Group, Inc. (the “Company”), we thought it would be useful to lay out the terms and conditions of our agreement in this letter agreement (this “Agreement”) for all parties to sign. This Agreement will be effective April 1, 2018 (the “Commencement Date”).
EXHIBIT 10-16 LETTER AGREEMENT April 28, 1998 Mr. Barry Erdos 2111 Park Hill Drive Columbus, OH 43209 Dear Barry: Pursuant to our recent discussions regarding your employment with J. Crew Operating Corporation (the "Company"), we thought it would be...Letter Agreement • May 4th, 1998 • J Crew Group Inc • Blank checks
by and amongRecapitalization Agreement • December 17th, 1997 • J Crew Group Inc • New York
GUARANTY dated as of March 7, 2011 among CHINOS INTERMEDIATE HOLDINGS B, INC., as Holdings, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, and BANK OF AMERICA, N.A., as Administrative Agent and Collateral AgentGuaranty • March 10th, 2011 • J Crew Group Inc • Retail-apparel & accessory stores • New York
This GUARANTY, dated as of March 7, 2011, is among CHINOS INTERMEDIATE HOLDINGS B, INC., a Delaware corporation (“Holdings”), and the other Guarantors set forth on Schedule I hereto and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent for the Secured Parties (as defined below).
We are delighted that you have decided to return to J. Crew Operating Corp. (the "Company"). We thought it would be useful to lay out the terms and ------- conditions of our agreement in this letter agreement ("Agreement") for both --------- parties...Letter Agreement • April 27th, 2001 • J Crew Group Inc • Blank checks
STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • July 17th, 2008 • J Crew Group Inc • Retail-apparel & accessory stores • New York
WHEREAS, the Company has adopted and maintains the J. Crew Group, Inc. 2008 Equity Incentive Plan (the “Plan”) to promote the interests of the Company and its shareholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and
EMPLOYMENT AGREEMENTEmployment Agreement • March 21st, 2011 • J Crew Group Inc • Retail-apparel & accessory stores • New York
EMPLOYMENT AGREEMENT, dated as of the 7th day of March, 2011 (this “Agreement”), among Chinos Holdings, Inc., a Delaware corporation (“Parent”) and its subsidiary J. Crew Group, Inc. (collectively with Parent, the “Company”), with offices at 770 Broadway, New York, New York 10003 and Millard S. Drexler (the “Executive”).
AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • July 18th, 2017 • J Crew Group Inc • Retail-apparel & accessory stores • New York
This Amended and Restated Intellectual Property License Agreement (“Agreement”) is entered into as of July 13, 2017 (the “Effective Date”), by and among J. Crew Domestic Brand, LLC, a Delaware limited liability company (“Licensor”), on the one hand, and J. Crew International, Inc., a Delaware corporation (“Licensee”) and, in its capacity as the payor pursuant to Sections 2.2, 3.2, 4, 5.1, 5.5, 6.2, 8.1, 12.1, 12.2, and 12.5 of this Agreement, J. Crew Operating Corp., a Delaware corporation (“Payor”), on the other hand. Licensor and Licensee are collectively referred to throughout this Agreement as the “Parties.”
Indemnification AgreementIndemnification Agreement • March 27th, 2018 • J Crew Group Inc • Retail-apparel & accessory stores • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into as of January 16, 2018 between Chinos Holdings, Inc., a Delaware corporation (“Chinos Holdings”), Chinos Intermediate Holdings A, Inc., a Delaware corporation (“Chinos A”), Chinos Intermediate Holdings B, Inc., a Delaware corporation (“Chinos B”), Chinos Intermediate Inc., a Delaware corporation (“Chinos Inter”), J. Crew Group, Inc., a Delaware corporation (“J. Crew Group” and together with Chinos Holdings, Chinos A, Chinos B, and Chinos Inter, each a “Company” and, collectively, the “Companies”) and _________________ (“Indemnitee”), on the other hand.
