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
AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND AMENDMENT NO. 1 TO GUARANTEELoan and Security Agreement • May 17th, 2006 • J Crew Group Inc • Retail-apparel & accessory stores • New York
AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“Amendment No. 2”), dated as of May 15, 2006, 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 Delaware corporation (“Parent”), J. Crew International, Inc. (“JCI”, and together with Parent, each individually an “Existing Guarantor” and collectively, “Existing Guarantors”), and Madewell Inc., a Delaware corporation (“Madewell”, and together with Existing Guarantors, each individually a “Guarantor” and collectively, “Guarantors”), the parties from time to time to the Loan Agreement (as hereinafter defined) as lenders (each individually
PLEDGE AND SECURITY AGREEMENT Term Loan Collateral dated as of May 15, 2006 between EACH OF THE GRANTORS PARTY HERETO and GOLDMAN SACHS CREDIT PARTNERS L.P., as Collateral AgentControl Agreement • May 17th, 2006 • J Crew Group Inc • Retail-apparel & accessory stores • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of May 15, 2006 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and GOLDMAN SACHS CREDIT PARTNERS L.P., (“GSCP”)as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, including its successors and assigns from time to time, the “Collateral Agent”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • May 17th, 2006 • J Crew Group Inc • Retail-apparel & accessory stores • New York
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • May 17th, 2006 • J Crew Group Inc • Retail-apparel & accessory stores • New York
Trademark Security Agreement, dated as of May 15, 2006 (as amended, restated or otherwise modified, the “Trademark Security Agreement”), between each of J. CREW INC. and J. CREW INTERNATIONAL, INC. (collectively, “Grantors”) and GOLDMAN SACHS CREDIT PARTNERS L.P., in its capacity as collateral agent for the Secured Parties (together with successors and assigns in such capacity, the “Collateral Agent”).
CREDIT AND GUARANTY AGREEMENT dated as of May 15, 2006 among J. CREW OPERATING CORP., J. CREW GROUP, INC., CERTAIN SUBSIDIARIES OF J. CREW OPERATING CORP., as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P. and BEAR, STEARNS & CO. INC....Credit and Guaranty Agreement • May 17th, 2006 • J Crew Group Inc • Retail-apparel & accessory stores • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of May 15, 2006, is entered into by and among J. CREW OPERATING CORP., a Delaware corporation (“Company”), J. CREW GROUP, INC., a Delaware corporation (together with its successors, “Holdings”), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Joint Lead Arranger, Joint Bookrunner, Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”), Bear, Stearns & Co. Inc. (“Bear Stearns”), as Joint Lead Arranger and Joint Bookrunner, Bear Stearns Corporate Lending Inc., as Syndication Agent (in such capacity, “Syndication Agent”) and WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as Documentation Agent (in such capacity, “Documentation Agent”).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • May 17th, 2006 • J Crew Group Inc • Retail-apparel & accessory stores • New York
Copyright Security Agreement, dated as of May 15, 2006 (as amended, restated or otherwise modified from time to time, the “Copyright Security Agreement”), between J. CREW INTERNATIONAL, INC. (“Grantor”) and GOLDMAN SACHS CREDIT PARTNERS L.P., in its capacity as collateral agent for the Secured Parties (together with its successors and assigns in such capacity, the “Collateral Agent”).
AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 17th, 2006 • J Crew Group Inc • Retail-apparel & accessory stores • New York
AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“Amendment No. 3”), dated as of May 15, 2006, 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 Delaware corporation (“Parent”), Madewell Inc., a Delaware corporation (“Madewell”) and J. Crew International, Inc., a Delaware Corporation, (“JCI”, and together with Parent and Madewell, 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, su
ARTICLE I THE LOANSCredit Agreement • May 17th, 2006 • J Crew Group Inc • Retail-apparel & accessory stores • New York
