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”).
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).
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 • March 10th, 2011 • J Crew Group 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).
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 • March 10th, 2011 • J Crew Group 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).
SUPPLEMENTAL INDENTURE DELIVERED BY J. CREW GROUP, INC. AND EACH OF J. CREW OPERATING CORP., J. CREW INC., GRACE HOLMES, INC., H. F. D. NO. 55, INC., J. CREW VIRGINIA, INC., MADEWELL INC., AND J. CREW INTERNATIONAL, INC. (THE “GUARANTORS”)Supplemental Indenture • March 10th, 2011 • J Crew Group Inc • Retail-apparel & accessory stores • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of March 7, 2011 among J. Crew Group, Inc., a Delaware corporation (the “Issuer”), the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
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 • 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 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”).
Registration Rights Agreement Joinder with respect to the Registration Rights Agreement for Chinos Acquisition Corporation $400,000,000 8.125% Senior Notes due 2019Registration Rights Agreement • March 10th, 2011 • J Crew Group Inc • Retail-apparel & accessory stores • New York
Reference is hereby made to that certain Registration Rights Agreement, dated as of March 7, 2011 (the “Registration Rights Agreement”), among Chinos Acquisition Corporation, a Delaware corporation and the Purchasers, providing for the issuance and sale of the Securities (as defined therein). As a condition to the consummation of the offering of the Securities, each of J. Crew Group, Inc. (the “Company”) and each Guarantor (as defined in the Registration Rights Agreement) has agreed to join in the Registration Rights Agreement as of the date hereof. Unless otherwise defined herein, capitalized terms used but not defined herein shall have the respective meanings given them in the Registration Rights Agreement.
