0001104659-04-041385 Sample Contracts

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 • December 28th, 2004 • J Crew Group Inc • Retail-apparel & accessory stores • New York

This Amended and Restated Loan and Security Agreement dated December , 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 liab

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INTERCREDITOR AGREEMENT
Intercreditor Agreement • December 28th, 2004 • J Crew Group Inc • Retail-apparel & accessory stores • New York

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • December 28th, 2004 • J Crew Group Inc • Retail-apparel & accessory stores • New York

AMENDMENT NO. 1 TO CREDIT AGREEMENT (“Amendment No. 1”), dated as of November 21, 2004, by and among TPG-MD INVESTMENT, LLC, a Delaware limited liability Borrower (the “Lender”), J. CREW OPERATING CORP., a Delaware corporation (the “Borrower”), J. CREW GROUP, INC. (the “Parent”) and each of GRACE HOLMES INC., a Delaware corporation doing business as J. Crew Retail, H.F.D. NO. 55, INC., a Delaware corporation doing business as J. Crew Factory, J. CREW, INC., a New Jersey corporation, and J. CREW INTERNATIONAL, INC., a Delaware corporation, as guarantors (each a “Guarantor”) and together with any subsidiary that executes a Note Guarantee (the “Guarantors”).

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SECURITY AGREEMENT by and among J. CREW OPERATING CORP. J. CREW INC. GRACE HOLMES, INC. H.F.D. NO. 55, INC. J. CREW INTERNATIONAL, INC. and J. CREW INTERMEDIATE LLC as Grantors and U.S. BANK NATIONAL ASSOCIATION as Collateral Agent Dated: November 21,...
Security Agreement • December 28th, 2004 • J Crew Group Inc • Retail-apparel & accessory stores • New York

This Security Agreement, dated November 21, 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”), J. Crew International, Inc., a Delaware corporation (“JCI”, and together with Operating, J. Crew, Retail, and Factory, the “J. Crew Companies”), J. Crew Intermediate LLC, a Delaware limited liability company (“Intermediate” and, together with Operating, J. Crew, Retail, Factory, and JCI, “Grantors”), and U.S. Bank National Association, as Collateral Agent (as defined below).

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SENIOR SUBORDINATED LOAN AGREEMENT
Senior Subordinated Loan Agreement • December 28th, 2004 • J Crew Group Inc • Retail-apparel & accessory stores • New York

SENIOR SUBORDINATED LOAN AGREEMENT dated as of November 21, 2004 (this “Agreement”) among J. CREW OPERATING CORP., a Delaware corporation, as Borrower, the Guarantors (as defined below), the LENDERS party hereto and U.S. Bank National Association, as Administrative Agent.

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AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 28th, 2004 • J Crew Group Inc • Retail-apparel & accessory stores • New York

AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (“Amendment No. 3”), dated November 21, 2004, 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 Operating, J. Crew and Retail, each individually a “Borrower” and collectively, “Borrowers”), J. Crew Group, Inc., a New York corporation (“Parent”), J. Crew International, Inc., a Delaware corporation (“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 from time to time to the Loan Agreement (as hereinafter defined) as lenders (each individually, a “Lender” and collectively, “Lenders”) and Congress Financial Corporation, a Del

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