CREW OPERATING CORP Sample Clauses

CREW OPERATING CORP. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer c/o J. Crew Group, Inc. 000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxx, Esq. Telecopier: (000)000-0000 Email: xxxxxx.xxxx@xxxxx.xxx with a copy to: Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP Xxx Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Sang Xxx Xxx, Esq. Telecopier: (000) 000-0000 Email: xxxx@xxxx.xxx Signature page to Intercreditor Agreement J. CREW GROUP, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer c/o J. CrewGroup, Inc. 000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxx, Esq. Telecopier: (000)000-0000 Email: xxxxxx.xxxx@xxxxx.xxx with a copy to: Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP Xxx Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Sang Xxx Xxx, Esq. Telecopier: (000)000-0000 Email: xxxx@xxxx.xxx Signature page to Intercreditor Agreement J. CREW INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer c/o J. Crew Group, Inc. 000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxx, Esq. Telecopier: (000) 000-0000 Email: xxxxxx.xxxx@xxxxx.xxx with a copy to: Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP Xxx Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Sang Xxx Xxx, Esq. Telecopier: (000) 000-0000 Email: xxxx@xxxx.xxx Signature page to Intercreditor Agreement J. CREW INTERNATIONAL, INC. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President and Controller c/o J. Crew Group, Inc. 000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxx, Esq. Telecopier: (000) 000-0000 Email: xxxxxx.xxxx@xxxxx.xxx with a copy to: Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP Xxx Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Sang Xxx Xxx, Esq. Telecopier: (000) 000-0000 Email: xxxx@xxxx.xxx Signature page to Intercreditor Agreement XXXXX XXXXXX, INC. By: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer c/o J. Crew Group, Inc. 000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxx, Esq. Telecopier: (000)000-0000 Email: xxxxxx.xxxx@xxxxx.xxx with a copy to: Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP Xxx Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Sang Xxx Xxx, Esq. Telecopier: (000)000-0000 Email: xxxx@xxxx.xxx Signature page to Intercreditor Agreement H.F.D. NO. 55, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President ...
Sample 1
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CREW OPERATING CORP. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer J. CREW GROUP, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer J. CREW INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX XXXXXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Signature page to Pledge and Security Agreement H.F.D. NO. 55, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer J. CREW INTERNATIONAL, INC. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President and Controller XXXXXXXX INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Signature page to Pledge and Security Agreement XXXXXXX XXXXX CREDIT PARTNERS L.P., as Collateral Agent By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director Signature page to Pledge and Security Agreement EXHIBIT A TO PLEDGE AND SECURITY AGREEMENT PLEDGE SUPPLEMENT This PLEDGE SUPPLEMENT, dated [mm/dd/yy], is delivered by [NAME OF GRANTOR] a [NAME OF STATE OF INCORPORATION] [Corporation] (the “Grantor”) pursuant to the Pledge and Security Agreement, dated as of [mm/dd/yy] (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), among J. CREW OPERATING CORP., the other Grantors named therein, and XXXXXXX SACHS CREDIT PARTNERS L.P., as the Collateral Agent. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement. Grantor hereby confirms the grant to the Collateral Agent set forth in the Security Agreement of, and does hereby grant to the Collateral Agent, a security interest in all of Grantor’s right, title and interest in and to all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached supplements to Schedules to the Security Agreement and Schedules to the Collateral Questionnaire accurately and completely set forth all additional information required pursuant to the Security Agreement and hereby agrees that such supplements to Schedules to the Security Agreemen...
Sample 1
CREW OPERATING CORP. By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, EVP & CFO J. CREW INC. By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, EVP & CFO XXXXX XXXXXX, INC. d/b/a J. CREW RETAIL By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, EVP & CFO H.F.D. NO. 55, INC. d/b/a J. CREW FACTORY By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, EVP & CFO GUARANTORS J. CREW GROUP, INC. By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, EVP & CFO J. CREW INTERNATIONAL, INC. By: /s/ Xxxx Xxxxxxxx Xxxx Xxxxxxxx, VP & Controller J. CREW INTERMEDIATE LLC By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, EVP & CFO LOAN AND SECURITY SIGNATURE PAGES ADMINISTRATIVE AGENT WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent By: /s/ Illegible Title: Director SYNDICATION AGENT BANK OF AMERICA, N.A., as Syndication Agent By: Title: AGENT CONGRESS FINANCIAL CORPORATION, as Agent By: Title: LENDERS CONGRESS FINANCIAL CORPORATION By: Title: Commitment: $65,000,000 BANK OF AMERICA, N.A. By: Title: Commitment: $50,000,000 LOAN AND SECURITY SIGNATURE PAGES ADMINISTRATIVE AGENT WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent By: Title: SYNDICATION AGENT BANK OF AMERICA, N.A., as Syndication Agent By: /s/ Illegible Title: Vice President AGENT CONGRESS FINANCIAL CORPORATION, as Agent By: Title: LENDERS CONGRESS FINANCIAL CORPORATION By: Title: Commitment: $65,000,000 BANK OF AMERICA, N.A. By: /s/ Illegible Title: Vice President Commitment: $50,000,000 LOAN AND SECURITY SIGNATURE PAGES ADMINISTRATIVE AGENT WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent By: Title: SYNDICATION AGENT BANK OF AMERICA, N.A., as Syndication Agent By: Title: AGENT CONGRESS FINANCIAL CORPORATION, as Agent By: /s/ Illegible Title: First Vice President LENDERS CONGRESS FINANCIAL CORPORATION By: /s/ Illegible Title: First Vice President Commitment: $65,000,000 BANK OF AMERICA, N.A. By: Title: Commitment: $50,000,000 LOAN AND SECURITY SIGNATURE PAGES THE CIT GROUP/BUSINESS CREDIT, INC. By: /s/ Illegible Title: Vice President Commitment: $25,000,000 LASALLE RETAIL FINANCE, a division of LaSalle Business Credit, as agent for Standard Federal Bank National Association By: Title: Commitment: $30,000,000 LOAN AND SECURITY SIGNATURE PAGES THE CIT GROUP/BUSINESS CREDIT, INC. By: Title: Commitment: $25,000,000 LASALLE RETAIL FINANCE, a division of LaSalle Business Credit, as agent for Standard Federal Bank National Association By: /s/ Xxxxx X. Xxxxxxxx Title: Xxxxx X. Xxxxxxxx, Vice President Commitment: $30,000,000 LOAN AND SECURITY SIGNATURE PAGES EXHIBIT A to AMENDED AND RESTAT...
Sample 1
CREW OPERATING CORP by ---------------------------- Name: Title: EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO, as a Guarantor, by ---------------------------- Name: Title: Authorized Officer THE CHASE MANHATTAN BANK, as Collateral Agent, by ---------------------------- Name: Title: SCHEDULE I to the Indemnity Subrogation and Contribution Agreement Guarantors Name Address Annex 1 to the Indemnity, Subrogation and Contribution Agreement SUPPLEMENT NO. dated as of [ ], to the Indemnity, Subrogation and Contribution Agreement dated as of October 17, 1997, (as the same may be amended, supplemented or otherwise modified from time to time, the "Indemnity, Subrogation and Contribution Agreement"), among J. CREW OPERATING CORP., a Delaware corporation (the "Borrower") and wholly-owned subsidiary of J. CREW GROUP, INC., a New York corporation ("Holdings"), each subsidiary of the Borrower listed on Schedule I thereto (the "Guarantors"), and THE CHASE MANHATTAN BANK, a New York banking corporation ("Chase"), as collateral agent (the "Collateral Agent"), for the Secured Parties (as defined in the Credit Agreement referred to below).
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CREW OPERATING CORP. Name: Title: TPG Partners II, L.P. ------------------------------- Name: Title: ------------------------------- Xxxxx Xxxxx
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CREW OPERATING CORP. (together with it ------- successors and assigns, "Secured Party"). ------------- PRELIMINARY STATEMENTS
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CREW OPERATING CORP. 10 3/8 SENIOR SUBORDINATED NOTES DUE 2007 ---------------------------------------- ------------------- INDENTURE DATED AS OF OCTOBER 17, 1997 ------------------- ------------------------------------ STATE STREET BANK AND TRUST COMPANY TRUSTEE ------------------------------------- =================================================================== Indenture, dated as of October 17, 1997 among J. Crew Operating Corp., a Delaware corporation (the "Company"), as issuer, each of C&W Outlet, Inc., a New York corporation, Xxxxx Xxxxxx Inc., a Delaware corporation, Xxxxxxxx & Xxxxx, Inc., a New Jersey corporation, H.F.D. No. 55, Inc., a Delaware corporation, J. Crew, Inc., a New Jersey corporation, J. Crew International, Inc., a Delaware corporation, J. Crew Services, Inc., a New York corporation, and Popular Club Plan, Inc., a New Jersey corporation, as guarantors (each a "Guarantor") and together with any subsidiary that executes a Subsidiary Guarantee substantially in the form of Exhibit D attached hereto, (the "Guarantors") and State Street Bank and Trust Company, as trustee (the "Trustee"). The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the holders of the Company's 10 3/8% Senior Subordinated Notes due 2007 (the "Senior Subordinated Notes") and the exchange 10 3/8% Senior Subordinated Notes due 2007 (the "Exchange Senior Subordinated Notes" and, together with the Senior Subordinated Notes, the "Notes"):
Sample 1
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CREW OPERATING CORP for itself and its Affiliates party to the Credit Agreement, hereby certifies to Agent and Lenders pursuant to Section 6.11(a) of the Credit Agreement as follows:
Sample 1

Related to CREW OPERATING CORP

  • Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

  • Parent Subsidiaries (a) All the outstanding shares of capital stock or voting securities of, or other equity interests in, each Parent Subsidiary have been validly issued and are fully paid and nonassessable and are owned by Parent, by another Parent Subsidiary or by Parent and another Parent Subsidiary, free and clear of all material pledges, liens, charges, mortgages, deeds of trust, rights of first offer or first refusal, options, encumbrances and security interests of any kind or nature whatsoever (collectively, with covenants, conditions, restrictions, easements, encroachments, title retention agreements or other third party rights or title defect of any kind or nature whatsoever, “Liens”), and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities laws.

  • Sub-Advisor The U.K. Sub-Advisor shall pay the salaries and fees of all personnel of the U.K. Sub-Advisor performing services for the Portfolio relating to research, statistical and investment activities.

  • Parent Nothing herein shall be construed to limit or affect any action or inaction by (i) Parent or Merger Sub in accordance with the terms of the Merger Agreement or (ii) any Affiliate, officer, director or direct or indirect equity holder of Parent or Merger Sub acting in his or her capacity as a director or officer of Parent or Merger Sub; provided, however, that this Section 1.11 shall not relieve any such Person from any liability or obligation that he, she or it may have independently of this Agreement or as a consequence of any action or inaction by such Person.

  • Surviving Entity Surviving Entity" shall mean the acquiring or resulting entity following the Change of Control.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Sub-Advisors The Advisor may from time to time, in its sole discretion to the extent permitted by applicable law, appoint one or more sub-advisors, including, without limitation, affiliates of the Advisor, to perform investment advisory services with respect to the Fund. The Advisor may terminate any or all sub-advisors in its sole discretion at any time to the extent permitted by applicable law.

  • Merger Subsidiaries Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.14(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.14(a) or (b), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

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