AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit 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).
AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual 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.”
INDENTUREIndenture • July 18th, 2017 • J Crew Group Inc • Retail-apparel & accessory stores • New York
INDENTURE, dated as of July 13, 2017, among J. Crew Brand, LLC, a Delaware limited liability company (the “LLC Issuer”), J. Crew Brand Corp., a Delaware corporation, (the “Corporate Issuer” and, together with the LLC Issuer, the “Issuers”), the Guarantors (as defined herein) and U.S. Bank National Association, a national banking association, as Trustee and as Collateral Agent.
Supplemental Guarantee AgreementSupplemental Guarantee Agreement • July 18th, 2017 • J Crew Group Inc • Retail-apparel & accessory stores • New York
Supplemental Guarantee Agreement (this “Agreement”), dated as of July 13, 2017, between Chinos Intermediate Holdings A, Inc., a Delaware corporation (the “the Supplemental Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).
SECURITY AGREEMENT dated as of July 13, 2017 among THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIME, and as Collateral AgentSecurity Agreement • July 18th, 2017 • J Crew Group Inc • Retail-apparel & accessory stores • New York
This SECURITY AGREEMENT, dated as of July 13, 2017 (this “Agreement”), among J. Crew Brand, LLC, a Delaware limited liability company (the “LLC Issuer”), J. CREW BRAND CORP., a Delaware corporation (the “Corporate Issuer” and, together with the LLC Issuer, the “Issuers”), J. CREW BRAND INTERMEDIATE, LLC, a Delaware limited liability company (“Holdings”), the Subsidiaries of Holdings set forth on Schedule I hereto (collectively, the “Subsidiary Guarantors”) and U.S. Bank National Association, as Collateral Agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 18th, 2017 • J Crew Group Inc • Retail-apparel & accessory stores • New York
Intercreditor Agreement (this “Agreement”), dated as of July 13, 2017, between U.S. Bank National Association, as Collateral Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “New Notes Collateral Agent”) for the New Notes Secured Parties (as defined below), and U.S. Bank National Association, as Collateral Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “New Private Placement Notes Collateral Agent”) for the New Private Placement Notes Secured Parties (as defined below).
AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • July 18th, 2017 • J Crew Group Inc • Retail-apparel & accessory stores • New York
This Amended and Restated Management Services Agreement (the “Agreement”) is entered into as of July 13, 2017 by and among Chinos Holdings, Inc., a Delaware corporation (“Holdings”), J. Crew Group, Inc., a Delaware corporation (“Group”), Chinos Intermediate Holdings A, Inc. (“Intermediate A”), Chinos Intermediate, Inc., a Delaware corporation (“Newco”) and Chinos Intermediate Holdings B, Inc. (“Intermediate B” and, together with Group and Newco, the “Companies”).
CALL RIGHT AGREEMENTCall Right Agreement • July 18th, 2017 • J Crew Group Inc • Retail-apparel & accessory stores • New York
This CALL RIGHT AGREEMENT (the “Agreement”) is dated as of July 13, 2017, and entered into by and between (i) WILMINGTON SAVINGS FUND SOCIETY, FSB, in its capacity as administrative agent for the holders of the Term Loan Obligations (as defined below), including its successors and assigns from time to time (the “Term Loan Agent”), (ii) U.S. BANK NATIONAL ASSOCIATION, in its capacity as trustee for the holders of the IPCO New Notes Obligations (as defined below), including its successors and assigns from time to time (the “IPCO New Notes Trustee”) and (iii) U.S. BANK NATIONAL ASSOCIATION, in its capacity as trustee for the holders of the IPCO New Money Notes Obligations (as defined below), including its successors and assigns from time to time (the “IPCO New Money Notes Trustee”).
AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS’ AGREEMENTManagement Stockholders’ Agreement • July 18th, 2017 • J Crew Group Inc • Retail-apparel & accessory stores • Delaware
AMENDED AND RESTATED PRINCIPAL INVESTORS Stockholders’ AgreementManagement Services Agreement • July 18th, 2017 • J Crew Group Inc • Retail-apparel & accessory stores • Delaware
THIS AMENDED AND RESTATED PRINCIPAL INVESTORS STOCKHOLDERS’ AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of July 13, 2017, is made by and among:
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • July 18th, 2017 • J Crew Group Inc • Retail-apparel & accessory stores • New York
This Management Services Agreement (the “Agreement”) is entered into as of July 13, 2017 by and among Chinos Holdings, Inc., a Delaware corporation (“Holdings”), TPG Capital, L.P. (“TPG”) and Leonard Green & Partners, L.P. (“LGP” and, together with TPG, the “Managers”).
