0001193125-10-204267 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 • 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

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THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 3rd, 2010 • J Crew Group Inc • Retail-apparel & accessory stores • New York

THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of the 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”).

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AMENDMENT NO.2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND AMENDMENT NO. 1 TO GUARANTEE
Loan and Security Agreement • September 3rd, 2010 • J Crew Group Inc • Retail-apparel & accessory stores • New York

AMENDMENT NO.2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“Amendment No. 2”), dated as of May 15, 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”), J. Crew International, Inc. (“JCI”, and together with Parent, each individually an “Existing Guarantor” and collectively, “Existing Guarantors”), and Madewell Inc., a Delaware corporation (“Madewell”, and together with Existing Guarantors, each individually a “Guarantor” and collectively, “Guarantors”), the parties from time to time to the Loan Agreement (as hereinafter defined) as lenders (each individually,

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PLEDGE AND SECURITY AGREEMENT Term Loan Collateral dated as of May 15, 2006 between EACH OF THE GRANTORS PARTY HERETO and GOLDMAN SACHS CREDIT PARTNERS L.P., as Collateral Agent
Control Agreement • September 3rd, 2010 • J Crew Group Inc • Retail-apparel & accessory stores • New York

This PLEDGE AND SECURITY AGREEMENT, dated as of May 15, 2006 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and GOLDMAN SACHS CREDIT PARTNERS L.P., (“GSCP”) as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, including its successors and assigns from time to time, the “Collateral Agent”).

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July 15, 2010
Lyons Mazeau • September 3rd, 2010 • J Crew Group Inc • Retail-apparel & accessory stores

Reference is made herein to the letter agreement between you and J. Crew Group, Inc. (the “Parent”) and its operating subsidiaries (collectively with the Parent, the “Company”), dated December 17, 2008 (the “2008 Agreement”), which sets forth certain terms and conditions of your employment with the Company, as amended by the parties to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder. In connection therewith, this letter agreement (the “Agreement”) amends and restates the terms and conditions of your employment with the Company, and thus supersedes the 2008 Agreement, effective as of the date hereof.

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INTERCREDITOR AGREEMENT
Intercreditor Agreement • September 3rd, 2010 • J Crew Group Inc • Retail-apparel & accessory stores • New York
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AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT Dated as of May 4, 2007 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 MADEWELL INC. J. CREW GROUP, INC. J. CREW...
Pledge and Security Agreement • September 3rd, 2010 • J Crew Group Inc • Retail-apparel & accessory stores • New York

AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of May 4, 2007, by 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”), Madewell 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. (“Holdings”), J. CREW INTERNATIONAL, INC. (“JCI”, a “Guarantor” and together with Holdings, the “Guarantors”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.11 (Additional Grantors) (each a “Grantor” and, collectively, with the Borrowers and the Guarantors, the “Grantors”), in favor of Citicorp USA, Inc. (“CUSA”), as agent (in such capacity, the “Adminis

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 4, 2007 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 MADEWELL INC. as Borrowers J. CREW GROUP, INC. J. CREW...
Credit Agreement • September 3rd, 2010 • J Crew Group Inc • Retail-apparel & accessory stores • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 4, 2007, 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”), Madewell 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 (as defined below), the Issuers (as defined below) and CITICORP USA, INC. (“Citicorp”), as administrative agent for the Lenders and the Issuers (in such capacity, the “Administrative Agent”), Citicorp, as collateral agent f

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