AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 5, 2014 among J. CREW GROUP, INC., as the Borrower, CHINOS INTERMEDIATE HOLDINGS B, INC., as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, and THE OTHER LENDERS PARTY HERETO GOLDMAN...Credit Agreement • January 17th, 2020 • Chinos Holdings, Inc. • Retail-apparel & accessory stores • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of March 5, 2014, among J. CREW GROUP, INC., a Delaware corporation (the “Company” or 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 AgreementEmployment Agreement • September 13th, 2019 • Chinos Holdings, 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”).
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 • January 17th, 2020 • Chinos Holdings, 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).
CHINOS HOLDINGS, INC. AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (PERFORMANCE) THE SHARES SUBJECT TO THIS AWARD ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS...Restricted Stock Award Agreement • January 17th, 2020 • Chinos Holdings, Inc. • Retail-apparel & accessory stores • Delaware
REGISTRATION RIGHTS AGREEMENT BY AND AMONG MADEWELL GROUP, INC. AND [CHINOS SPV LLC]Registration Rights Agreement • January 17th, 2020 • Chinos Holdings, Inc. • Retail-apparel & accessory stores • New York
REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of [●], 2019, by and between Chinos Holdings, Inc. (to be renamed Madewell Group, Inc., in connection with the IPO (as defined below)), a Delaware corporation (the “Issuer”) and [Chinos SPV LLC], a Delaware limited liability company (“[Chinos SPV]”).
Indemnification AgreementIndemnification Agreement • September 13th, 2019 • Chinos Holdings, 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.
SECURITY 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...Security Agreement • January 17th, 2020 • Chinos Holdings, Inc. • Retail-apparel & accessory stores • New York
This SECURITY AGREEMENT, dated as of March 7, 2011 (this “Agreement”), 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”), the Subsidiary Guarantors set forth on Schedule I hereto and BANK OF AMERICA, N.A., as Collateral Agent for the Secured Parties (as defined below).
FIFTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT TO RELEASE OF MORTGAGESCredit Agreement • January 17th, 2020 • Chinos Holdings, Inc. • Retail-apparel & accessory stores • New York
FIFTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT TO RELEASE OF MORTGAGES, dated as of November 17, 2016 (this “Amendment”), by and among J. CREW GROUP, INC., a Delaware corporation (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 party hereto (collectively, the “Lenders” and individually, each a “Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 17th, 2020 • Chinos Holdings, Inc. • Retail-apparel & accessory stores • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 16, 2020 by and between Vincent Zanna (“Executive”) and Chinos Holdings, Inc. (to be renamed Madewell Group, Inc. prior to the Effective Date as defined below) (the “Company”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 17th, 2020 • Chinos Holdings, Inc. • Retail-apparel & accessory stores • New York
FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of October 11, 2012, by and among J. CREW GROUP, INC., a Delaware corporation (the “Borrower”) (which on the Effective Date was merged with Chinos Acquisition Corporation, a Delaware corporation, with the Borrower being the surviving entity of such merger), 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 party hereto (collectively, the “Lenders” and individually, each a “Lender”).
CREDIT AGREEMENT Dated as of March 7, 2011 among CHINOS ACQUISITION CORPORATION, which on the Effective Date shall be merged within and into J. CREW GROUP, INC., with J. Crew Group, Inc. surviving such merger as the Borrower, CHINOS INTERMEDIATE...Credit Agreement • January 17th, 2020 • Chinos Holdings, 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 Effective 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”).
NON-DISCLOSURE, NON-SOLICITATION, NON-COMPETITION, WORK PRODUCT OWNERSHIP AND DISPUTE RESOLUTION AGREEMENTNon-Disclosure, Non-Solicitation, Non-Competition Agreement • September 13th, 2019 • Chinos Holdings, Inc. • Retail-apparel & accessory stores • New York
In consideration of your employment as President and Chief Experience Officer with J. Crew Group, Inc. (“J. Crew”) and for other good and valuable consideration, receipt of which is hereby acknowledged, effective as of your first day of employment, you and J. Crew agree (this “Agreement”) as follows:
General ReleaseGeneral Release • September 13th, 2019 • Chinos Holdings, Inc. • Retail-apparel & accessory stores
SECURITY AGREEMENT dated as of March 7, 2011 among CHINOS ACQUISITION CORPORATION, which on the Effective Date shall be merged with and into with J. Crew Group, Inc. surviving such merger as the Borrower, CHINOS INTERMEDIATE HOLDINGS B, INC. as...Security Agreement • January 17th, 2020 • Chinos Holdings, Inc. • Retail-apparel & accessory stores • New York
This SECURITY AGREEMENT, dated as of March 7, 2011 (this “Agreement”), among CHINOS ACQUISITION CORPORATION, a Delaware corporation (which on the Effective 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”), the Subsidiary Guarantors set forth on Schedule I hereto and BANK OF AMERICA, N.A., as Collateral Agent for the Secured Parties (as defined below).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 17th, 2020 • Chinos Holdings, Inc. • Retail-apparel & accessory stores • New York
SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of March 5, 2014 (this “Amendment”), by and among J. CREW GROUP, INC., a Delaware corporation (the “Borrower”) (which on the Effective Date was merged with Chinos Acquisition Corporation, a Delaware corporation, with the Borrower being the surviving entity of such merger), 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 party hereto (collectively, the “Lenders” and individually, each a “Lender”).
FOURTH AMENDMENT TO CREDIT AGREEMENT (INCREMENTAL AMENDMENT)Credit Agreement • January 17th, 2020 • Chinos Holdings, Inc. • Retail-apparel & accessory stores • New York
FOURTH AMENDMENT TO CREDIT AGREEMENT (INCREMENTAL AMENDMENT), dated as of December 17, 2015 (this “Amendment”), by and among J. CREW GROUP, INC., a Delaware corporation (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 party hereto (collectively, the “Lenders” and individually, each a “Lender”).
FORM OF MADEWELL GROUP, INC. INVESTOR RIGHTS AGREEMENT Dated as of [●], 2019Investor Rights Agreement • January 17th, 2020 • Chinos Holdings, Inc. • Retail-apparel & accessory stores • Delaware
This INVESTOR RIGHTS AGREEMENT is made as of [●], 2019, among Madewell Group, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and [Chinos SPV LLC], a Delaware limited liability company ( “Chinos SPV”).
FORM OF AGREEMENT AND PLAN OF MERGERMerger Agreement • January 17th, 2020 • Chinos Holdings, Inc. • Retail-apparel & accessory stores • Delaware
AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of [_______], 2020 by and among Chinos Holdings, Inc., a Delaware corporation (“Chinos”), [J.Crew Newco], a Delaware corporation (“J.Crew”), [SPV LLC], a Delaware limited liability company (“Chinos SPV]”), [Merger Sub 1], a Delaware limited liability company (“Merger Sub 1”) and [Merger Sub 2], a Delaware limited liability company (“Merger Sub 2”).
SIXTH AMENDMENT TO CREDIT AGREEMENT (INCREMENTAL AMENDMENT)Credit Agreement • January 17th, 2020 • Chinos Holdings, Inc. • Retail-apparel & accessory stores • New York
SIXTH AMENDMENT TO CREDIT AGREEMENT (INCREMENTAL AMENDMENT) (this “Amendment”), dated as of September 19, 2018 (the “Sixth Amendment Effective Date”), by and among J. CREW GROUP, INC., a Delaware corporation (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”), as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”), Swing Loan Lender and Issuer under the Loan Documents, HSBC Bank USA, National Association, as Issuer, Wells Fargo Bank, National Association, as Issuer, and MUFG Union Bank, N.A.
Letter AgreementEmployment Agreement • September 13th, 2019 • Chinos Holdings, Inc. • Retail-apparel & accessory stores
Pursuant to our discussions regarding your 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 as of the date hereof, with your employment to commence on January 11, 2016 (the “Commencement Date”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 17th, 2020 • Chinos Holdings, Inc. • Retail-apparel & accessory stores • New York
THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of December 10, 2014 (this “Amendment”), by and among J. CREW GROUP, INC., a Delaware corporation (the “Borrower”), 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 party hereto (collectively, the “Lenders” and individually, each a “Lender”).
Letter AgreementEmployment Agreement • September 13th, 2019 • Chinos Holdings, Inc. • Retail-apparel & accessory stores • Delaware
Pursuant to our discussions regarding your 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 as of the date hereof, with your employment to commence on or about July 10, 2017 on a date to be mutually agreed upon by you and the Company (the “Commencement Date”).
FORM OF MUTUAL RELEASE AGREEMENTMutual Release Agreement • January 17th, 2020 • Chinos Holdings, Inc. • Retail-apparel & accessory stores • New York
WHEREAS, the Parties have agreed to the Transaction pursuant to the Transaction Support Agreement dated as of [●], 2019, among the Parties (as may be further amended, restated, supplemented, or otherwise modified from time to time, the “TSA”); and
FORM OF TRANSITION SERVICES AGREEMENTTransition Services Agreement • January 17th, 2020 • Chinos Holdings, Inc. • Retail-apparel & accessory stores • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of [●] (the “Effective Date”)2 is made and entered into by and between [J.Crew Newco], a Delaware corporation (“Service Provider” or “J.Crew”) and Chinos Holdings, Inc., a Delaware corporation (“Service Recipient” or “Madewell”). Service Provider and Service Recipient are individually referred to as a “Party” and collectively as the “Parties.”
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between CHINOS HOLDINGS, INC. and [J.CREW NEWCO] Dated as of [—]Separation and Distribution Agreement • January 17th, 2020 • Chinos Holdings, Inc. • Retail-apparel & accessory stores • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT dated as of [—] (as the same may be amended from time to time in accordance with its terms and together with the schedules and exhibits hereto, this “Agreement”) between Chinos Holdings, Inc., a Delaware corporation (“Madewell”), and [J.Crew Newco], a Delaware corporation (“J.Crew”).
FORM OF TAX MATTERS AGREEMENTTax Matters Agreement • January 17th, 2020 • Chinos Holdings, Inc. • Retail-apparel & accessory stores
This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of [●] between Chinos Holdings, Inc. (following the Distribution and in its capacity as common parent of a group of corporations that includes the Madewell Group, as defined below, “Madewell”), a Delaware corporation, and [J. Crew Newco] (“J.Crew”), a Delaware corporation.
Amendment to Letter AgreementEmployment Agreement • September 13th, 2019 • Chinos Holdings, Inc. • Retail-apparel & accessory stores
Reference is made to the letter agreement between you and J. Crew Group, Inc. (the “Company”), dated December 3, 2015 (the “Employment Agreement”). The purpose of this letter (the “Amendment”) is to amend the terms of the Employment Agreement, effective as of the date hereof. Capitalized terms not otherwise defined herein will have the same meaning as under the Employment Agreement. In consideration of your continued contributions and your acceptance of changes to your duties and responsibilities following the employment of the Company’s new chief executive officer (as set forth below), and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties agree to amend the Employment Agreement effective as of the date hereof (except as otherwise provided herein), as follows:
