Common use of Crew Clause in Contracts

Crew. Reference is made to the Second Amended and Restated Credit Agreement, dated as of May , 2007 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among J. CREW OPERATING CORP., a Delaware corporation (“Operating”), J. CREW INC., a New Jersey corporation (“J. Crew”), ▇▇▇▇▇ ▇▇▇▇▇▇, 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”), ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (“Madewell”, and together with Factory, J. Crew, Retail, and Operating, each individually a “Borrower” and collectively, the “Borrowers”), J. CREW GROUP, INC., a Delaware corporation (“Holdings”) and J. CREW INTERNATIONAL, INC., a Delaware corporation (“JCI” and together with Holdings, each individually a “Guarantor” and collectively, the “Guarantors”), the Lenders, the Issuers and CITICORP USA, INC. (“Citicorp”), as administrative agent for the Lenders and the Issuers (in such capacity, the “Administrative Agent”), Citicorp, as collateral agent for the Lenders and the Issuers (in such capacity, the “Collateral Agent”) and BANK OF AMERICA, N.A, and WACHOVIA BANK, NATIONAL ASSOCIATION as syndication agents for the Lenders and Issuers (in such capacity, the “Syndication Agents”). Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement. The Borrowers hereby gives you notice, irrevocably, pursuant to Section 2.2 (Borrowing Procedures) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement and, in connection therewith, sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.2 (Borrowing Procedures) of the Credit Agreement:

Crew. Reference is made to the Second Amended and Restated Credit Agreement, dated as of May , 2007 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among J. CREW OPERATING CORP., a Delaware corporation (“Operating”), J. CREW INC., a New Jersey corporation (“J. Crew”), ▇▇▇▇▇ ▇▇▇▇▇▇, INC., a Delaware corporation doing business as J. CREW RETAIL (“Retail”), H.F.D. NONo. 55, INC., a Delaware corporation doing business as J. Crew Factory (“Factory”), ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (“Madewell”, and together with Factory, J. Crew, Retail, and Operating, each individually a “Borrower” and collectively, the “Borrowers”), J. CREW GROUP, INC., a Delaware corporation (“Holdings”) and J. CREW INTERNATIONAL, INC., a Delaware corporation (“JCI” and together with Holdings, each individually a “Guarantor” and collectively, the “Guarantors”), the Lenders, the Issuers and CITICORP USA, INC. (“Citicorp”), as administrative agent for the Lenders and the Issuers (in such capacity, the “Administrative Agent”), Citicorp, as collateral agent for the Lenders and the Issuers (in such capacity, the “Collateral Agent”) and BANK OF AMERICA, N.A, and WACHOVIA BANK, NATIONAL ASSOCIATION as syndication agents for the Lenders and Issuers (in such capacity, the “Syndication Agents”). Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement. The Borrowers hereby gives give you notice, irrevocably, pursuant to Section 2.2 2.4(c) (Borrowing ProceduresLetters of Credit) of the Credit Agreement that the undersigned hereby requests the issuance of a Borrowing under Letter of Credit by [Name of Issuer] in the Credit Agreement andform of a [standby] [documentary] letter of credit for the benefit of [Name of Beneficiary], in connection therewith, sets forth below the information relating amount of [$ ] to such Borrowing be issued on . (the “Proposed BorrowingIssue Date”) as required by Section 2.2 (Borrowing Procedures) and having an expiration date of , . The form of the requested Letter of Credit Agreementis attached hereto. The undersigned hereby certify that the following statements are true on the date hereof and shall be true on the Issue Date both before and after giving effect thereto:

Crew. Reference is made to the Second Amended and Restated Credit Agreement, dated as of May , 2007 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among J. CREW OPERATING CORP., a Delaware corporation (“Operating”), J. CREW INC., a New Jersey corporation (“J. Crew”), ▇▇▇▇▇ ▇▇▇▇▇▇, 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”), ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (“Madewell”, and together with Factory, J. Crew, Retail, and Operating, each individually a “Borrower” and collectively, the “Borrowers”), J. CREW GROUP, INC., a Delaware corporation (“Holdings”) and J. CREW INTERNATIONAL, INC., a Delaware corporation (“JCI” and together with Holdings, each individually a “Guarantor” and collectively, the “Guarantors”), the Lenders, the Issuers and CITICORP USA, INC. (“Citicorp”), as administrative agent for the Lenders and the Issuers (in such capacity, the “Administrative Agent”), Citicorp, as collateral agent for the Lenders and the Issuers (in such capacity, the “Collateral Agent”) and BANK OF AMERICA, N.A, and WACHOVIA BANK, NATIONAL ASSOCIATION as syndication agents for the Lenders and Issuers (in such capacity, the “Syndication Agents”). Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement. The Borrowers hereby gives give you notice, irrevocably, pursuant to Section 2.2 2.3 (Borrowing ProceduresSwing Loans) of the Credit Agreement that the undersigned hereby requests a Borrowing that the Swing Loan Lender make Swing Loans available to the Borrowers under the Credit Agreement and, in that connection therewith, sets forth below the information relating to such Borrowing Swing Loans (the “Proposed BorrowingAdvance”) as required by Section 2.2 2.3 (Borrowing ProceduresSwing Loans) of the Credit Agreement:

Crew. Reference is made to the Second Amended and Restated Credit Agreement, dated as of May , 2007 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among J. CREW OPERATING CORP., a Delaware corporation (“Operating”), J. CREW INC., a New Jersey corporation (“J. Crew”), ▇▇▇▇▇ ▇▇▇▇▇▇, 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”), ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation (“Madewell”, and together with Factory, J. Crew, Retail, and Operating, each individually a “Borrower” and collectively, the “Borrowers”), J. CREW GROUP, INC., a Delaware corporation (“Holdings”) and J. CREW INTERNATIONAL, INTERNATIONAL INC., a Delaware corporation (“JCI” and together with Holdings, each individually a “Guarantor” and collectively, the “Guarantors”), the Lenders, the Issuers and CITICORP USA, INC. (“Citicorp”), as administrative agent for the Lenders and the Issuers (in such capacity, the “Administrative Agent”), Citicorp, as collateral agent for the Lenders and the Issuers (in such capacity, the “Collateral Agent”) and BANK OF AMERICA, N.A, and WACHOVIA BANK, NATIONAL ASSOCIATION as syndication agents for the Lenders and Issuers (in such capacity, the “Syndication Agents”). Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement. The Borrowers hereby gives give you notice, irrevocably, pursuant to Section 2.2 2.11 (Borrowing ProceduresConversion/Continuation Option) of the Credit Agreement that the undersigned hereby requests request a Borrowing under [conversion] [continuation] on , of $ in principal amount of presently outstanding Revolving Loans that are [Base Rate Loans] [Eurodollar Rate Loans] having an Interest Period ending on , [to] [as] [Base Rate][Eurodollar Rate] Loans. The Interest Period for such amount requested to be converted to or continued as Eurodollar Rate Loans is [one] [two] [three] [six] month[s]]. In connection herewith, the Credit Agreement and, in connection therewith, sets forth below undersigned hereby certify that no Event of Default has occurred and is continuing on the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.2 (Borrowing Procedures) of the Credit Agreement:date hereof.