J Crew Operating Corp Sample Contracts

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to INDENTURE Dated as of October 17, 1997 between J. CREW GROUP, INC., as Issuer,
First Supplemental Indenture • May 8th, 2003 • J Crew Operating Corp • Blank checks • New York
July 12, 2001
Termination Agreement • April 19th, 2002 • J Crew Operating Corp • Blank checks • New York
INDENTURE
Indenture • December 17th, 1997 • Crew J Operating Corp • New York
ARTICLE I Definitions
Security Agreement • December 17th, 1997 • Crew J Operating Corp • New York
between
Registration Rights Agreement • May 8th, 2003 • J Crew Operating Corp • Blank checks • New York
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December 16, 1997 Mr. David DeMattei 31 North Moore Street New York, NY 10003 Dear Dave, This letter will supersede your current employment agreement dated December 6, 1996 (countersigned by you on May 27, 1997) and your Stock Option Plan dated...
Employment Agreement • February 6th, 1998 • Crew J Operating Corp • Blank checks

This letter will supersede your current employment agreement dated December 6, 1996 (countersigned by you on May 27, 1997) and your Stock Option Plan dated February 5, 1997 as amended on February 10, 1997 ("prior DeMattei Stock Option Agreement") and all of their provisions, as well as any other arrangements of any kind pertaining to your employment, compensation, equity or other incentive programs or transaction bonuses or other perquisites and whether in writing or orally understood. Any and all such employment arrangements shall hereafter be governed solely by this letter agreement and any amendments to this letter signed by an authorized officer of J. Crew Group, Inc. and by you. You will continue to be employed as President, J. Crew Retail (consisting primarily of Grace Holmes, Inc. and H. F. D. No. 55, Inc.).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • October 21st, 2005 • J Crew Operating Corp • Retail-apparel & accessory stores • New York

AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated this 20th day of October, 2005 (this “Agreement”), among J. Crew Group, Inc., a Delaware Corporation (the “Parent”) and its operating subsidiary J. Crew Operating Corp. (collectively with the Parent, the “Company”), with offices at 770 Broadway, New York, New York 10003 and Millard S. Drexler (the “Executive”).

TRADEMARK LICENSE AGREEMENT between Millard S. Drexler, Millard S. Drexler, Inc. and Dated as of October 20, 2005
Trademark License Agreement • October 21st, 2005 • J Crew Operating Corp • Retail-apparel & accessory stores • New York

TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of October 20, 2005 (the “Effective Date”), between Millard S. Drexler, Inc., a corporation incorporated under the laws of Delaware (“Licensor”), Millard S. Drexler (“MSD”) and J. Crew Group, Inc., a corporation incorporated under the laws of Delaware (“Licensee”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 18th, 2005 • J Crew Operating Corp • Retail-apparel & accessory stores • New York

AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“Amendment No. 1”), dated as of October 10, 2005, 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 and 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 from time to time to the Loan Agreement (as hereinafter defined) as lenders (each individually, a “Lender” and collectively, “Lenders”) and Wachovia Bank, National Association

REGISTRATION RIGHTS AGREEMENT dated as of July 3, 2006 among TPG Partners II, L.P. TPG Parallel II, L.P. TPG Investors II, L.P. TPG 1999 Equity II, L.P. and J. Crew Group, Inc.
Registration Rights Agreement • July 3rd, 2006 • J Crew Operating Corp • Retail-apparel & accessory stores • New York

REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of July 3, 2006, by and among J. Crew Group, Inc., a Delaware corporation (the “Company”), and each of the following (hereinafter severally referred to as a “TPG Holder” and collectively referred to as the “TPG Holders”): TPG Partners II, L.P., TPG Parallel II, L.P., TPG Investors II, L.P. and TPG 1999 Equity II, L.P.

January 20, 2004
Termination Agreement • April 30th, 2004 • J Crew Operating Corp • Retail-apparel & accessory stores • New York

This letter agreement ("Letter Agreement") will confirm our understanding of the arrangements under which your employment with J. Crew Group, Inc., J. Crew Operating Corp. and all of their subsidiaries and affiliates (collectively, the "Company") is terminated. These terms and conditions are set out below.

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Severance Agreement • April 29th, 2005 • J Crew Operating Corp • Retail-apparel & accessory stores • New York

This letter will confirm our understanding of the arrangements under which your employment with the Company is terminated. The terms and conditions of the termination of your employment with the Company are set out below.

April 10, 2004
Employment Agreement • April 30th, 2004 • J Crew Operating Corp • Retail-apparel & accessory stores

Pursuant to our discussions regarding your employment with J. Crew Group, Inc. (the "Parent") and its operating subsidiaries (collectively with the Parent, the "Company"), we thought it would be useful to lay out the terms and conditions of our agreement in this letter agreement ("Agreement") for all parties to sign.

SECOND SUPPLEMENTAL INDENTURE to INDENTURE Dated as of March 18, 2005 by and among as Issuer and CREW INTERNATIONAL, INC. as Guarantors and as Trustee and as Collateral Agent Dated as of October 17, 2005
Second Supplemental Indenture • October 18th, 2005 • J Crew Operating Corp • Retail-apparel & accessory stores • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of October 17, 2005, by and among J. CREW OPERATING CORP., a corporation duly organized and existing under the laws of Delaware (the “Company”), having its principal business office at 770 Broadway, New York, New York 10003, J. CREW GROUP, INC., GRACE HOLMES, INC. d/b/a J. CREW RETAIL, H.F.D. NO 55, INC. d/b/a J. CREW FACTORY, J. CREW, INC., and J. CREW INTERNATIONAL, INC. (the “Guarantors”), U.S. BANK NATIONAL ASSOCIATION, a national banking corporation, as trustee (the “Trustee”) and U.S. BANK NATIONAL ASSOCIATION, a national banking corporation, as collateral agent (the “Collateral Agent”), having a corporate trust office at Goodwin Square, 225 Asylum Street, Hartford, CT 06103.

FIRST SUPPLEMENTAL INDENTURE to INDENTURE Dated as of March 18, 2005 by and among
First Supplemental Indenture • October 18th, 2005 • J Crew Operating Corp • Retail-apparel & accessory stores • New York

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of October 17, 2005, among J. CREW GROUP, INC., a corporation duly organized and existing under the laws of Delaware (the “New Guarantor”), J. CREW OPERATING CORP. (the “Issuer”), U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), and GRACE HOLMES, INC. d/b/a J.CREW RETAIL, H.F.D. NO 55, INC. d/b/a J. CREW FACTORY, J. CREW, INC. and J. CREW INTERNATIONAL, INC., as guarantors (the “Holdover Guarantors”).

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