Exhibit 10.1 AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT ("Amendment No. 2") dated April 4, 2003 by and among J. Crew Operating Corp., a Delaware corporation ("Operating"), J. Crew Inc., a New Jersey...Loan and Security Agreement • April 8th, 2003 • J Crew Operating Corp • Blank checks • New York
Exhibit 4.1 STOCKHOLDERS' AGREEMENT STOCKHOLDERS' AGREEMENT (this "Agreement"), dated as of February 20, 2003, between J. Crew Group, Inc. (the "Company"), TPG Partners II, L.P. ("TPG") and Jeffrey A. Pfeifle (the "Stockholder"). WHEREAS, the...Stockholders' Agreement • February 26th, 2003 • J Crew Operating Corp • Blank checks • New York
July 12, 2001J Crew Operating Corp • April 19th, 2002 • Blank checks • New York
Exhibit 10.14 Dear [Executive]: J.Crew Group, Inc. (together with its subsidiary companies, the "Company") has determined that it is in the best interests of the Company and its shareholders to agree to pay you the severance benefits described in this...J Crew Operating Corp • April 19th, 2002 • Blank checks
This letter agreement (this "Letter Agreement") is intended to memorialize ---------------- our recent discussions concerning the search for a new chief merchant of J. Crew Operating Corp. (the "Company") and the terms of your employment during and...Letter Agreement • April 19th, 2002 • J Crew Operating Corp • Blank checks
August 9, 1999 Mr. Mark Sarvary Chief Executive Officer J. Crew Group, Inc. 770 Broadway New York, NY 10003 Dear Mark: Pursuant to our recent discussions regarding the loan which J. Crew Operating Corp. (the "Company") will make to you in accordance...Pledge and Security Agreement • April 25th, 2000 • J Crew Operating Corp • Blank checks • New York
Exhibit 10.2 EMPLOYMENT AGREEMENT AGREEMENT, dated this 26th day of August, 2002 (the "Agreement"), among J. Crew Group, Inc., a New York corporation (the "Parent") and its operating subsidiary J. Crew Operating Corp. (the "Employer"), with offices at...Employment Agreement • September 6th, 2002 • J Crew Operating Corp • Blank checks • New York
e) In addition to the Options provided in Paragraph (d) of this Section 2, the Parent shall grant the Employee an additional option (the "Additional Option") to purchase 68,000 shares of common stock of the Parent ------------------ [post-stock split]...Employment Agreement • June 10th, 1999 • J Crew Operating Corp • Blank checks • New York
Exhibit 10.1 AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT ("Amendment No. 1") dated February 7, 2003 by and among J. Crew Operating Corp., a Delaware corporation ("Operating"), J. Crew Inc., a New...Loan and Security Agreement • February 14th, 2003 • J Crew Operating Corp • Blank checks • New York
by and among J. Crew Operating Corp. C & W Outlet, Inc. Clifford & Wills, Inc. Grace Holmes, Inc. H.F.D. No. 55, Inc. J. Crew, Inc. J. Crew International, Inc. J. Crew Services, Inc. Popular Club Plan, Inc. andRegistration Rights Agreement • December 17th, 1997 • Crew J Operating Corp • New York
ARTICLE I DefinitionsSecurity Agreement • December 17th, 1997 • Crew J Operating Corp • New York
INDENTURESupplemental Indenture • December 17th, 1997 • Crew J Operating Corp • New York
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. as Guarantors WACHOVIA BANK, NATIONAL ASSOCIATION as...Loan and Security Agreement • December 27th, 2002 • J Crew Operating Corp • Blank checks • New York
betweenRegistration Rights Agreement • May 8th, 2003 • J Crew Operating Corp • Blank checks • New York
d) As soon as practicable after the Effective Date, and subject to approval of the Compensation Committee of the Board of Directors of J. Crew Group, Inc. ("Group") and the stockholders of Group, the Company will cause Group to grant you an option...J Crew Operating Corp • April 19th, 2002 • Blank checks
Date. If the Company terminates the Employment Period without Cause, you will be entitled to continuation of your Base Salary as in effect immediately prior to such termination and medical benefits for a period of twelve (12) months after the date of...Letter Agreement • April 19th, 2002 • J Crew Operating Corp • Blank checks
AMENDMENT AND RESTATEMENT AGREEMENT (this "Amendment and Restatement") dated as of April 20, 1999, relating to the Credit Agreement dated as of October 17, 1997 (as previously amended, the "Credit Agreement"), among J. CREW OPERATING CORP., a Delaware...And Restatement Agreement • May 3rd, 1999 • J Crew Operating Corp • Blank checks
to INDENTURE Dated as of October 17, 1997 between J. CREW GROUP, INC., as Issuer,J Crew Operating Corp • May 8th, 2003 • Blank checks • New York
b) Upon termination of the Employment Period for any reason, you shall be entitled to any earned but unpaid Base Salary (as defined in Section 3(a) below) as of the Date of Termination. If the Company terminates the Employment Period without Cause,...Letter Agreement • April 25th, 2000 • J Crew Operating Corp • Blank checks
EXHIBIT 10-11 LETTER AGREEMENT April 28, 1998 Mr. Barry Erdos 2111 Park Hill Drive Columbus, OH 43209 Dear Barry: Pursuant to our recent discussions regarding your employment with J. Crew Operating Corporation (the "Company"), we thought it would be...Letter Agreement • May 4th, 1998 • Crew J Operating Corp • Blank checks
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 21st, 2005 • J Crew Operating Corp • Retail-apparel & accessory stores • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated this 20th day of October, 2005 (this “Agreement”), among J. Crew Group, Inc., a Delaware Corporation (the “Parent”) and its operating subsidiary J. Crew Operating Corp. (collectively with the Parent, the “Company”), with offices at 770 Broadway, New York, New York 10003 and Millard S. Drexler (the “Executive”).
Performance Based Grant STOCK OPTION GRANT AGREEMENT THIS AGREEMENT, made as of this 17th day of October, 1997 between J. CREW GROUP INC. (the "Company") and Emily Woods (the "Participant"). WHEREAS, the Company has adopted and maintains the J. Crew...Stock Option Grant Agreement • December 17th, 1997 • Crew J Operating Corp • New York
TRADEMARK LICENSE AGREEMENT between Millard S. Drexler, Millard S. Drexler, Inc. and Dated as of October 20, 2005Trademark License Agreement • October 21st, 2005 • J Crew Operating Corp • Retail-apparel & accessory stores • New York
TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of October 20, 2005 (the “Effective Date”), between Millard S. Drexler, Inc., a corporation incorporated under the laws of Delaware (“Licensor”), Millard S. Drexler (“MSD”) and J. Crew Group, Inc., a corporation incorporated under the laws of Delaware (“Licensee”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 18th, 2005 • J Crew Operating Corp • Retail-apparel & accessory stores • New York
AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“Amendment No. 1”), dated as of October 10, 2005, 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 and 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 from time to time to the Loan Agreement (as hereinafter defined) as lenders (each individually, a “Lender” and collectively, “Lenders”) and Wachovia Bank, National Association
REGISTRATION RIGHTS AGREEMENT dated as of July 3, 2006 among TPG Partners II, L.P. TPG Parallel II, L.P. TPG Investors II, L.P. TPG 1999 Equity II, L.P. and J. Crew Group, Inc.Registration Rights Agreement • July 3rd, 2006 • J Crew Operating Corp • Retail-apparel & accessory stores • New York
REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of July 3, 2006, by and among J. Crew Group, Inc., a Delaware corporation (the “Company”), and each of the following (hereinafter severally referred to as a “TPG Holder” and collectively referred to as the “TPG Holders”): TPG Partners II, L.P., TPG Parallel II, L.P., TPG Investors II, L.P. and TPG 1999 Equity II, L.P.
January 20, 2004Letter Agreement • April 30th, 2004 • J Crew Operating Corp • Retail-apparel & accessory stores • New York
This letter agreement ("Letter Agreement") will confirm our understanding of the arrangements under which your employment with J. Crew Group, Inc., J. Crew Operating Corp. and all of their subsidiaries and affiliates (collectively, the "Company") is terminated. These terms and conditions are set out below.
STOCK OPTION GRANT AGREEMENT THIS AGREEMENT, made as of this 17th day of October, 1997 between J. CREW GROUP INC. (the "Company") and Emily Woods (the "Participant"). WHEREAS, the Company has adopted and maintains the J. Crew Group 1997 Stock Option...Stock Option Grant Agreement • December 17th, 1997 • Crew J Operating Corp • New York
QuickLinks -- Click here to rapidly navigate through this documentJ Crew Operating Corp • April 29th, 2005 • Retail-apparel & accessory stores • New York
This letter will confirm our understanding of the arrangements under which your employment with the Company is terminated. The terms and conditions of the termination of your employment with the Company are set out below.
Custom Pricing Agreement J CREW 1 Ivy Cresent Lynchburg, VA 24502 Attention: Andrew Boguszewski This Custom Pricing Agreement ("Agreement") is made the 15 day of November, 1996 between Federal Express Corporation ("FedEx") and J CREW ("Company"). 1....Crew J Operating Corp • December 17th, 1997
April 10, 2004J Crew Operating Corp • April 30th, 2004 • Retail-apparel & accessory stores
Pursuant to our discussions regarding your employment with J. Crew Group, Inc. (the "Parent") and its operating subsidiaries (collectively with the Parent, the "Company"), we thought it would be useful to lay out the terms and conditions of our agreement in this letter agreement ("Agreement") for all parties to sign.
SECOND SUPPLEMENTAL INDENTURE to INDENTURE Dated as of March 18, 2005 by and among as Issuer and CREW INTERNATIONAL, INC. as Guarantors and as Trustee and as Collateral Agent Dated as of October 17, 2005Second Supplemental Indenture • October 18th, 2005 • J Crew Operating Corp • Retail-apparel & accessory stores • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of October 17, 2005, by and among J. CREW OPERATING CORP., a corporation duly organized and existing under the laws of Delaware (the “Company”), having its principal business office at 770 Broadway, New York, New York 10003, J. CREW GROUP, INC., GRACE HOLMES, INC. d/b/a J. CREW RETAIL, H.F.D. NO 55, INC. d/b/a J. CREW FACTORY, J. CREW, INC., and J. CREW INTERNATIONAL, INC. (the “Guarantors”), U.S. BANK NATIONAL ASSOCIATION, a national banking corporation, as trustee (the “Trustee”) and U.S. BANK NATIONAL ASSOCIATION, a national banking corporation, as collateral agent (the “Collateral Agent”), having a corporate trust office at Goodwin Square, 225 Asylum Street, Hartford, CT 06103.
FIRST SUPPLEMENTAL INDENTURE to INDENTURE Dated as of March 18, 2005 by and amongIndenture • October 18th, 2005 • J Crew Operating Corp • Retail-apparel & accessory stores • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of October 17, 2005, among J. CREW GROUP, INC., a corporation duly organized and existing under the laws of Delaware (the “New Guarantor”), J. CREW OPERATING CORP. (the “Issuer”), U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), and GRACE HOLMES, INC. d/b/a J.CREW RETAIL, H.F.D. NO 55, INC. d/b/a J. CREW FACTORY, J. CREW, INC. and J. CREW INTERNATIONAL, INC., as guarantors (the “Holdover Guarantors”).
LEASE AGREEMENTUniversity Village • April 29th, 2005 • J Crew Operating Corp • Retail-apparel & accessory stores • Washington
THIS LEASE is made and entered into this 14th day of October, 2003 between UNIVERSITY VILLAGE LIMITED PARTNERSHIP, a Washington limited partnership (“Landlord”), whose address is 2673 Northeast University Village Mall, Suite 7, Seattle, Washington 98105, and GRACE HOLMES, INC., a Delaware corporation (“Tenant”), whose address is 770 Broadway, New York, NY 10003.
AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 13th, 2006 • J Crew Operating Corp • Retail-apparel & accessory stores • New York
AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“Amendment No. 5”), dated as of July 10, 2006, 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 and Operating, each individually a “Borrower” and collectively, “Borrowers”), J. Crew Group, Inc., a Delaware corporation (“Parent”), Madewell Inc., a Delaware corporation (“Madewell”) and J. Crew International, Inc., a Delaware corporation (“JCI”, and together with Parent and Madewell, 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 Wachovia Bank, National Association, su
January 23, 2004J Crew Operating Corp • April 30th, 2004 • Retail-apparel & accessory stores
Pursuant to our discussions regarding your employment with J. Crew Group, Inc. (the "Parent") and its operating subsidiary, J. Crew Operating Corp. (collectively with the Parent, the "Company"), we thought it would be useful to lay out the terms and conditions of our agreement in this letter agreement ("Agreement") for all parties to sign.
