0001193125-09-180462 Sample Contracts

GUARANTEE
Guarantee • August 24th, 2009 • Charlotte Russe Holding Inc • Retail-women's clothing stores • Delaware

This Guarantee is made by Advent Partners GPE VI 2008 Limited Partnership, Advent Partners GPE VI 2009 Limited Partnership, and Advent Partners GPE VI-A Limited Partnership, each a limited partnership under its jurisdiction of formation (collectively, the “Guarantors”, and each, a “Guarantor”), in favor of Charlotte Russe Holding, Inc. (the “Guaranteed Party”), as of August 24, 2009 (this “Guarantee”).

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AGREEMENT AND PLAN OF MERGER dated as of August 24, 2009 among ADVENT CR HOLDINGS, INC., ADVENT CR, INC. and CHARLOTTE RUSSE HOLDING, INC.
Merger Agreement • August 24th, 2009 • Charlotte Russe Holding Inc • Retail-women's clothing stores • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 24, 2009, among ADVENT CR HOLDINGS, INC., a Delaware corporation (“Parent”), ADVENT CR, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and CHARLOTTE RUSSE HOLDING, INC., a Delaware corporation (the “Company”).

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • August 24th, 2009 • Charlotte Russe Holding Inc • Retail-women's clothing stores • New York

THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the “Amendment”) is made as of the 24th day of August, 2009, by and between CHARLOTTE RUSSE HOLDING, INC., a Delaware corporation (the “Company”), and MELLON INVESTOR SERVICES LLC (the “Rights Agent”).

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