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”), XXXXX XXXXXX, 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”), Xxxxxxxx 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 give you notice, irrevocably, pursuant to Section 2.11 (Conversion/Continuation Option) of the Credit Agreement that the undersigned hereby request a [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 undersigned hereby certify that no Event of Default has occurred and is continuing on the date hereof.

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”), XXXXX XXXXXX, 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”), Xxxxxxxx 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 give gives you notice, irrevocably, pursuant to Section 2.11 2.2 (Conversion/Continuation OptionBorrowing Procedures) of the Credit Agreement that the undersigned hereby request requests a [conversion] [continuation] on 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 $ 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 undersigned hereby certify that no Event of Default has occurred and is continuing on the date hereof.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”), XXXXX XXXXXX, 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”), Xxxxxxxx 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 give you notice, irrevocably, pursuant to Section 2.11 2.3 (Conversion/Continuation OptionSwing Loans) of the Credit Agreement that the undersigned hereby request a [conversion] [continuation] on requests 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 Swing Loans (the “Proposed Advance”) as required by Section 2.3 (Swing Loans) 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 undersigned hereby certify that no Event of Default has occurred and is continuing on the date hereof.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”), XXXXX XXXXXX, 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”), Xxxxxxxx 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 give you notice, irrevocably, pursuant to Section 2.11 2.4(c) (Conversion/Continuation OptionLetters of Credit) of the Credit Agreement that the undersigned hereby request requests the issuance of a Letter of Credit by [Name of Issuer] in the form of a [conversionstandby] [continuationdocumentary] on letter of credit for the benefit of [Name of Beneficiary], of $ in principal the amount of presently outstanding Revolving Loans that are [Base Rate Loans$ ] [Eurodollar Rate Loans] to be issued on . (the “Issue Date”) and having an Interest Period ending on expiration date of , [to] [as] [Base Rate][Eurodollar Rate] Loans. The Interest Period for such amount form of the requested to be converted to or continued as Eurodollar Rate Loans Letter of Credit is [one] [two] [three] [six] month[s]]attached hereto. In connection herewith, the The undersigned hereby certify that no Event of Default has occurred and is continuing the following statements are true on the date hereof.hereof and shall be true on the Issue Date both before and after giving effect thereto: