J Crew Group Inc Sample Contracts

AutoNDA by SimpleDocs
ARTICLE I ---------
Stockholders' Agreement • December 17th, 1997 • J Crew Group Inc • New York
by and among
Registration Rights Agreement • December 17th, 1997 • J Crew Group Inc • New York
INDENTURE
J Crew Group Inc • December 17th, 1997 • New York
CONFORMED COPY CREDIT AGREEMENT
Credit Agreement • February 6th, 1998 • J Crew Group Inc • Blank checks • New York
Contract
Underwriting Agreement • January 17th, 2007 • J Crew Group Inc • Retail-apparel & accessory stores • New York

Certain stockholders, named in Schedule II hereto (the “Selling Stockholders”), of J. Crew Group, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 7,500,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,125,000 additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).

J. Crew Group, Inc. Common Stock, par value $0.01 per share Underwriting Agreement
Underwriting Agreement • May 17th, 2006 • J Crew Group Inc • Retail-apparel & accessory stores • New York
ARTICLE I THE LOANS
Credit Agreement • February 7th, 2003 • J Crew Group Inc • Retail-apparel & accessory stores • New York
ARTICLE I
Lease • December 17th, 1997 • J Crew Group Inc
AGREEMENT AND PLAN OF MERGER Dated as of November 23, 2010 among CHINOS HOLDINGS, INC., CHINOS ACQUISITION CORPORATION and J. CREW GROUP, INC.
Agreement and Plan of Merger • November 26th, 2010 • J Crew Group Inc • Retail-apparel & accessory stores • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of November 23, 2010 (this “Agreement”), is by and among Chinos Holdings, Inc., a Delaware corporation (“Parent”), Chinos Acquisition Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and J. Crew Group, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are used as defined in Section 8.12.

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among J. CREW OPERATING CORP. J. CREW INC. GRACE HOLMES, INC. d/b/a J. CREW RETAIL H.F.D. NO. 55, INC. d/b/a J. CREW FACTORY as Borrowers and J. CREW GROUP, INC. J. CREW INTERNATIONAL, INC. J....
Loan and Security Agreement • September 3rd, 2010 • J Crew Group Inc • Retail-apparel & accessory stores • New York

This Amended and Restated Loan and Security Agreement dated December 23, 2004 is entered into by and among J. Crew Operating Corp., a Delaware corporation (“Operating”), J. Crew Inc., a New Jersey corporation (“J. Crew”), Grace Holmes, 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”, and together with J. Crew, Retail, Operating, each individually a “Borrower” and collectively, “Borrowers”), J. Crew Group, Inc., a New York corporation (“Parent”), J. Crew International, Inc. (“JCI”), and J. Crew Intermediate LLC, a Delaware limited liability company (“Intermediate”, and together with Parent and JCI, each individually a “Guarantor” and collectively, “Guarantors”), the parties hereto as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders”), Wachovia Capital Markets, LLC, a Delaware limited li

AGREEMENT OF SUBLEASE
Agreement of Sublease • December 17th, 1997 • J Crew Group Inc • New Jersey
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • July 18th, 2017 • J Crew Group Inc • Retail-apparel & accessory stores • New York

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 13, 2017 (this “Amendment No. 1”), by and among J. CREW GROUP, INC., a Delaware corporation (the “Borrower”), the Lenders under the Existing Credit Agreement (as defined below) party hereto (the “Consenting Lenders”) and the “New Lenders” listed on the signature pages hereto (the “New Lenders”) and acknowledged by Wilmington Savings Fund Society, FSB, a federal savings bank (“WSFS”), as Administrative Agent (as defined below) in accordance with Section 10.01 of the Existing Credit Agreement (as defined below).

AutoNDA by SimpleDocs
Chinos Acquisition Corporation to be merged with and into
Exchange 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”).

Letter Agreement
Letter Agreement • March 27th, 2018 • J Crew Group Inc • Retail-apparel & accessory stores

Pursuant to our discussions regarding your continued employment with J. Crew Group, Inc. (the “Company”), we thought it would be useful to lay out the terms and conditions of our agreement in this letter agreement (this “Agreement”) for all parties to sign. This Agreement will be effective April 1, 2018 (the “Commencement Date”).

by and among
Recapitalization Agreement • December 17th, 1997 • J Crew Group Inc • New York
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 Agent
Guaranty • 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).

STOCK OPTION GRANT AGREEMENT
Stock Option Grant Agreement • July 17th, 2008 • J Crew Group Inc • Retail-apparel & accessory stores • New York

WHEREAS, the Company has adopted and maintains the J. Crew Group, Inc. 2008 Equity Incentive Plan (the “Plan”) to promote the interests of the Company and its shareholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and

EMPLOYMENT AGREEMENT
Employment Agreement • March 21st, 2011 • J Crew Group Inc • Retail-apparel & accessory stores • New York

EMPLOYMENT AGREEMENT, dated as of the 7th day of March, 2011 (this “Agreement”), among Chinos Holdings, Inc., a Delaware corporation (“Parent”) and its subsidiary J. Crew Group, Inc. (collectively with Parent, the “Company”), with offices at 770 Broadway, New York, New York 10003 and Millard S. Drexler (the “Executive”).

AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AGREEMENT
Intellectual Property License Agreement • July 18th, 2017 • J Crew Group Inc • Retail-apparel & accessory stores • New York

This Amended and Restated Intellectual Property License Agreement (“Agreement”) is entered into as of July 13, 2017 (the “Effective Date”), by and among J. Crew Domestic Brand, LLC, a Delaware limited liability company (“Licensor”), on the one hand, and J. Crew International, Inc., a Delaware corporation (“Licensee”) and, in its capacity as the payor pursuant to Sections 2.2, 3.2, 4, 5.1, 5.5, 6.2, 8.1, 12.1, 12.2, and 12.5 of this Agreement, J. Crew Operating Corp., a Delaware corporation (“Payor”), on the other hand. Licensor and Licensee are collectively referred to throughout this Agreement as the “Parties.”

Indemnification Agreement
Indemnification Agreement • March 27th, 2018 • J Crew Group Inc • Retail-apparel & accessory stores • Delaware

This Indemnification Agreement (this “Agreement”) is made and entered into as of January 16, 2018 between Chinos Holdings, Inc., a Delaware corporation (“Chinos Holdings”), Chinos Intermediate Holdings A, Inc., a Delaware corporation (“Chinos A”), Chinos Intermediate Holdings B, Inc., a Delaware corporation (“Chinos B”), Chinos Intermediate Inc., a Delaware corporation (“Chinos Inter”), J. Crew Group, Inc., a Delaware corporation (“J. Crew Group” and together with Chinos Holdings, Chinos A, Chinos B, and Chinos Inter, each a “Company” and, collectively, the “Companies”) and _________________ (“Indemnitee”), on the other hand.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!