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                                                                     Exhibit 4.5

                                                                  Execution Copy

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                          REGISTRATION RIGHTS AGREEMENT

                             Dated as of May 6, 2003

                                     between

                            J. Crew Intermediate LLC

                                       and

      U.S. Bank National Association, as Trustee, on behalf of the Holders


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                                                                     Exhibit 4.5

          This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of May 6, 2003 between J. Crew Intermediate LLC (the "COMPANY"),
a Delaware limited liability company, and U.S. Bank National Association, as
Trustee under the Indenture ("U.S. BANK"), on behalf of the Holders, as defined
below.

          WHEREAS, the Company proposes to issues its 16.0% Senior Discount
Contingent Principal Notes due 2008 (the "NEW NOTES") as part of an exchange
offer (the "INITIAL EXCHANGE OFFER") for the outstanding 13 1/8% Senior Discount
Notes due 2008 issued by J. Crew Group, Inc. (the "EXISTING DEBENTURES"), as
described in the Confidential Offering Circular and Consent Solicitation
Statement, dated April 4, 2003, relating to the Initial Exchange Offer.

          NOW THEREFORE, the parties hereby agree as follows:

SECTION 1.       DEFINITIONS

          As used in this Agreement, the following capitalized terms shall have
the following meanings:

          ACT: The Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.

          ADDITIONAL INTEREST PAYMENT DATE: With respect to the New Notes, each
Interest Payment Date.

          AFFILIATE: As defined in Rule 405 of the Act.

          BUSINESS DAY: Any day except a Saturday, Sunday or other day in the
City of New York, or in the city of the corporate trust office of the Trustee,
on which banks are authorized to close.

          BROKER-DEALER: Any broker or dealer registered under the Exchange Act.

          BROKER-DEALER TRANSFER RESTRICTED SECURITIES: Exchange Notes that are
acquired by a Broker-Dealer in the Exchange Offer in exchange for New Notes that
such Broker-Dealer acquired for its own account as a result of market making
activities or other trading activities (other than New Notes acquired directly
from the Company or any of its Affiliates).

          COMMISSION: The Securities and Exchange Commission.

          CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for
purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Exchange Notes to be issued in the Exchange Offer, (b) the
maintenance of such Registration Statement continuously effective and the
keeping of the Exchange Offer open for a period not less than the minimum period
required pursuant to Section 3(b) hereof and (c) the delivery by the Company to
the Registrar under the Indenture of Exchange Notes in the same aggregate
principal amount as the aggregate principal amount of Transfer Restricted
Securities tendered by Holders thereof pursuant to the Exchange Offer.

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          DEALER MANAGER AGREEMENT: The dealer manager agreement dated as of
April 4, 2003, among the Company, J. Crew Group, Inc., J. Crew Operating Corp.
and Credit Suisse First Boston LLC, as the dealer manager, as such dealer
manager agreement is amended or supplemented from time to time in accordance
with the terms thereof.

          EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Commission promulgated thereunder.

          EXCHANGE NOTES: The Company's 16.0% Senior Discount Contingent
Principal Notes due 2008 to be issued pursuant to the Indenture (a) in the
Exchange Offer or (b) upon the request of any Holder of New Notes covered by a
Shelf Registration Statement, in exchange for such New Notes, and any
replacement Exchange Notes issued therefore in accordance with the Indenture.
The Exchange Notes shall be substantially identical in all material respects to
the New Notes (except that the transfer restrictions will be modified or
eliminated, as appropriate, and the Additional Interest provision will be
eliminated).

          EXCHANGE OFFER: The registration by the Company under the Act of the
New Notes pursuant to the Exchange Offer Registration Statement pursuant to
which the Company shall offer the Holders of all outstanding Transfer Restricted
Securities, other than any Holder of the New Notes who is an Affiliate of the
Company or who intends to participate in the Exchange Offer for the purpose of
distributing the Exchange Notes, the opportunity to exchange all such
outstanding Transfer Restricted Securities for Exchange Notes in an aggregate
principal amount equal to the aggregate principal amount of the Transfer
Restricted Securities tendered in the Exchange Offer by such Holders.

          EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

          HOLDERS: As defined in Section 2 hereof.

          INDEMNIFIED HOLDER: As defined in Section 8(a) hereof.

          INDENTURE: The Indenture, dated the Issue Date, between the Company
and U.S. Bank, as trustee (U.S. Bank, in such capacity, the "TRUSTEE"), pursuant
to which the New Notes or the Exchange Notes are to be issued, as such Indenture
is amended or supplemented from time to time in accordance with the terms
thereof.

          INTEREST PAYMENT DATE: As defined in the Indenture.

          ISSUE DATE: The date on which New Notes are first issued and
authenticated under the Indenture.

          PERSON: An individual, partnership, corporation, trust, unincorporated
organization, or a government or agency or political subdivision thereof.

          PROSPECTUS: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus

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supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such Prospectus.

          RECORD HOLDER: With respect to any Additional Interest Payment Date,
each Person who is a Holder of New Notes on the record date with respect to the
Interest Payment Date on which payment of such Additional Interest shall occur.

          REGISTRATION DEFAULT: As defined in Section 5 hereof.

          REGISTRATION STATEMENT: Any registration statement of the Company
relating to (a) an offering of Exchange Notes pursuant to the Exchange Offer or
(b) the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, in each case, (i) which is filed pursuant to
the provisions of this Agreement and (ii) including the Prospectus included
therein, all amendments and supplements thereto (including post-effective
amendments) and all exhibits and material incorporated by reference therein.

          RESTRICTED BROKER-DEALER: Any Broker-Dealer which holds Broker-Dealer
Transfer Restricted Securities.

          SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.

          TIA:   The Trust Indenture Act of 1939 as in effect on the date of the
Indenture.

          TRANSFER RESTRICTED SECURITIES: Each New Note, until the earliest to
occur of (a) the date on which such New Note is exchanged in the Exchange Offer
and entitled to be resold to the public by the Holder thereof without complying
with the prospectus delivery requirements of the Act, (b) the date on which such
New Note has been disposed of in accordance with a Shelf Registration Statement,
(c) the date on which such New Note is disposed of by a Broker-Dealer pursuant
to the "Plan of Distribution" contemplated by the Exchange Offer Registration
Statement (including delivery of the Prospectus contained therein) or (d) the
date on which such New Note is distributed to the public pursuant to Rule 144
under the Act.

SECTION 2.       HOLDERS

          A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "HOLDER") whenever such Person owns Transfer Restricted Securities.

SECTION 3.       REGISTERED EXCHANGE OFFER

          (a) Unless the Exchange Offer shall not be permitted by applicable
federal law (after the procedures set forth in Section 6(a)(i) below have been
complied with), the Company shall (i) cause to be filed with the Commission by
the 120th day after the Issue Date (or if such 120th day is not a Business Day,
the next succeeding Business Day), the Exchange Offer Registration Statement,
(ii) use its best efforts to cause such Exchange Offer Registration Statement to
become effective by the 180th day after the Issue Date (or if such 180th day is
not a Business Day, the next succeeding Business Day), (iii) in connection with
the foregoing, (A) file all pre-effective amendments to such Exchange Offer
Registration Statement as may be necessary in order to cause such Exchange Offer
Registration Statement to become effective, (B) file, if

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applicable, a post-effective amendment to such Exchange Offer Registration
Statement pursuant to Rule 430A under the Act and (C) cause all necessary
filings, if any, in connection with the registration and qualification of the
Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are
necessary to permit Consummation of the Exchange Offer, and (iv) upon the
effectiveness of such Exchange Offer Registration Statement, commence and
Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate
form permitting registration of the Exchange Notes to be offered in exchange for
the New Notes that are Transfer Restricted Securities and to permit sales of
Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers as
contemplated by Section 3(c) below.

          (b) The Company shall use its best efforts to cause the Exchange Offer
Registration Statement to be effective continuously, and shall keep the Exchange
Offer open for a period of not less than the minimum period required under
applicable federal and state securities laws to Consummate the Exchange Offer;
PROVIDED, HOWEVER, that in no event shall such period be less than 20 Business
Days. The Company shall cause the Exchange Offer to comply with all applicable
federal and state securities laws. No securities other than the New Notes shall
be included in the Exchange Offer Registration Statement. The Company shall
cause the Exchange Offer to be Consummated not later than the 210th day after
the Issue Date (or if such 210th day is not a Business Day, the next succeeding
Business Day).

          (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Restricted Broker-Dealer who holds New Notes that are Transfer
Restricted Securities and that were acquired for the account of such
Broker-Dealer as a result of market-making activities or other trading
activities, may exchange such New Notes (other than Transfer Restricted
Securities acquired directly from the Company or any Affiliate of the Company)
pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be
an "underwriter" within the meaning of the Act and must, therefore, deliver a
prospectus meeting the requirements of the Act in connection with its initial
sale of each Exchange Note received by such Broker-Dealer in the Exchange Offer,
which prospectus delivery requirement may be satisfied by the delivery by such
Broker-Dealer of the Prospectus contained in the Exchange Offer Registration
Statement. Such "Plan of Distribution" section shall also contain all other
information with respect to such sales of Broker-Dealer Transfer Restricted
Securities by Restricted Broker-Dealers that the Commission may require in order
to permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of New Notes held by any such
Broker-Dealer, except to the extent required by the Commission as a result of a
change in policy after the date of this Agreement.

          The Company shall use its best efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented and amended as
required by the provisions of Section 6(c) below to the extent necessary to
ensure that it is available for sales of Broker-Dealer Transfer Restricted
Securities by Restricted Broker-Dealers, and to ensure that such Registration
Statement conforms with the requirements of this Agreement, the Act and the
policies, rules and regulations of the Commission as announced from time to
time, for a period of 180 days from the date on which the Exchange Offer is
Consummated.

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          The Company shall promptly provide sufficient copies of the latest
version of such Prospectus to such Restricted Broker-Dealers upon request, and
in no event later than one Business Day after such request, at any time during
such 180 days period in order to facilitate such sales.

SECTION 4.       SHELF REGISTRATION

          (a) SHELF REGISTRATION. If (i) the Company is not required to file an
Exchange Offer Registration Statement with respect to the Exchange Notes because
the Exchange Offer is not permitted by applicable law or applicable
interpretations of the staff of the Commission (after the procedures set forth
in Section 6(a)(i) below have been complied with) or (ii) if for any other
reason the Exchange Offer Registration Statement is not effective by the 180th
day after the Issue Date (or if such 180th day is not a Business Day, the next
succeeding Business Day) then the Company shall (x) cause to be filed as
promptly as practicable, but not later than 120 days after being so required or
requested a shelf registration statement pursuant to Rule 415 under the Act
(which may be an amendment to the Exchange Offer Registration Statement (in
either event, the "SHELF REGISTRATION STATEMENT"), relating to all Transfer
Restricted Securities the Holders of which shall have provided the information
required pursuant to Section 4(b) hereof, and shall (y) use its best efforts to
cause such Shelf Registration Statement to become effective not later than 180
days after being so required or requested. If, after the Company has filed an
Exchange Offer Registration Statement which satisfies the requirements of
Section 3(a) above, the Company is required to file and make effective a Shelf
Registration Statement solely because the Exchange Offer shall not be permitted
under applicable federal law or applicable interpretations of the staff of the
Commission, then the filing of the Exchange Offer Registration Statement shall
be deemed to satisfy the requirements of clause (x) above. Such an event shall
have no effect on the requirements of clause (y) above. The Company shall use
its best efforts to keep the Shelf Registration Statement discussed in this
Section 4(a) continuously effective, supplemented and amended as required by and
subject to the provisions of Section 6(b) and Section 6(c) hereof to the extent
necessary to ensure that it is available for sales of Transfer Restricted
Securities by the Holders thereof entitled to the benefit of this Section 4(a),
and to ensure that it conforms with the requirements of this Agreement, the Act
and the policies, rules and regulations of the Commission as announced from time
to time, for a period of at least two years (as extended pursuant to Section
6(c)(i)) following the date on which such Shelf Registration Statement first
becomes effective under the Act.

          (b) PROVISION BY HOLDERS OF CERTAIN INFORMATION IN CONNECTION WITH THE
SHELF REGISTRATION STATEMENT. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, such
information specified in item 507 of Regulation S-K under the Act for use in
connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein. No Holder of Transfer Restricted Securities shall
be entitled to Additional Interest pursuant to Section 5 hereof unless and until
such Holder shall have used its best efforts to provide all such information.
Each Holder as to which any Shelf Registration Statement is being effected
agrees to furnish promptly to the Company all information required to be
disclosed in order to make the information previously furnished to the Company
by such Holder not materially misleading.

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SECTION 5.       ADDITIONAL INTEREST

          (a) If (i) any Registration Statement required by this Agreement is
not filed with the Commission on or prior to the date specified for such filing
in this Agreement, (ii) any such Registration Statement has not been declared
effective by the Commission on or prior to the date specified for such
effectiveness in this Agreement, (iii) the Exchange Offer has not been
Consummated within 210 days after the Issue Date or (iv) any Registration
Statement required by this Agreement is filed and declared effective but (A)
such Registration Statement ceases to be effective, prior to expiration of the
applicable time periods described in this Agreement, if so required or (B) such
Registration Statement ceases to be useable in connection with the resales of
Transfer Restricted Securities prior to expiration of the applicable time
periods described in this Agreement, if so required, (each such event referred
to in clauses (i) through (iv), a "REGISTRATION DEFAULT"), then the Company
hereby agrees to pay Additional Interest to each Holder of New Notes that are
Transfer Restricted Securities with respect to the first 90-day period
immediately following the occurrence of such Registration Default, in an amount
equal to $0.05 per week per $1,000 principal amount of such Transfer Restricted
Securities held by such Holder for each week or portion thereof that the
Registration Default continues. The amount of the Additional Interest shall
increase by an additional $0.05 per week per $1,000 in principal amount of such
Transfer Restricted Securities with respect to each subsequent 90-day period
until all Registration Defaults have been cured, up to a maximum amount of
Additional Interest of $0.25 per week per $1,000 principal amount of such
Transfer Restricted Securities. Notwithstanding anything to the contrary set
forth herein, (1) upon filing of the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement), in the case of (i)
above, (2) upon the effectiveness of the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement), in the case of (ii)
above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above,
or (4) upon the filing of a post-effective amendment to the Registration
Statement or an additional Registration Statement that causes the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement)
to again be declared effective or made usable in the case of (iv) above, the
Additional Interest payable with respect to the New Notes that are Transfer
Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as
applicable, shall cease.

          (b) A Registration Default referred to in Section 5(a) above shall be
deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (A) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared effective to permit
Holders to use the related prospectus or (B) other material events, with respect
to the Company that would need to be described in such Shelf Registration
Statement or the related prospectus and (ii) in the case of clause (B), the
Company is proceeding promptly and in good faith to amend or supplement such
Shelf Registration Statement and related prospectus to describe such events;
PROVIDED, HOWEVER, that in any case if such Registration Default occurs for a
continuous period in excess of 30 days, Additional Interest shall be payable in
accordance with the above paragraph from the day such Registration Default
occurs until such Registration Default is cured.

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          (c) Any amounts of Additional Interest due pursuant to clause (i),
(ii), (iii) or (iv) of Section 5(a) shall be payable in cash on the Interest
Payment Dates. All obligations of the Company set forth in the preceding
paragraph that are outstanding with respect to any Transfer Restricted Security
at the time such security ceases to be a Transfer Restricted Security shall
survive until such time as all such obligations with respect to such security
shall have been satisfied in full.

SECTION 6.       REGISTRATION PROCEDURES

          (a) EXCHANGE OFFER REGISTRATION STATEMENT. In connection with the
Exchange Offer, the Company shall comply with all applicable provisions of
Section 6(c) below, shall use its best efforts to effect such exchange and to
permit the sale of Broker-Dealer Transfer Restricted Securities being sold in
accordance with the intended method or methods of distribution thereof, and
shall comply with all of the following provisions:

              (i) If, following the date hereof there has been published a
     change in Commission policy with respect to exchange offers such as the
     Exchange Offer, such that in the reasonable opinion of counsel to the
     Company there is a substantial question as to whether the Exchange Offer is
     permitted by applicable federal law, the Company hereby agrees to seek a
     no-action letter or other favorable decision from the Commission allowing
     the Company to Consummate an Exchange Offer for such New Notes. The Company
     hereby agrees to pursue the issuance of such a decision to the Commission
     staff level. In connection with the foregoing, the Company hereby agrees to
     take all such other actions as are requested by the Commission or otherwise
     required in connection with the issuance of such decision, including
     without limitation (A) participating in telephonic conferences with the
     Commission, (B) delivering to the Commission staff an analysis prepared by
     counsel to the Company setting forth the legal bases, if any, upon which
     such counsel has concluded that such an Exchange Offer should be permitted
     and (C) diligently pursuing a resolution (which need not be favorable) by
     the Commission staff of such submission.

              (ii) As a condition to its participation in the Exchange Offer
     pursuant to the terms of this Agreement, each Holder of Transfer Restricted
     Securities shall furnish, upon the request of the Company, prior to the
     Consummation of the Exchange Offer, a written representation to the Company
     (which may be contained in the letter of transmittal contemplated by the
     Exchange Offer Registration Statement) to the effect that (A) it is not an
     Affiliate of the Company, or if it is an Affiliate of the Company, it will
     comply with the registration and prospectus delivery requirements of the
     Act to the extent applicable, (B) it is not engaged in, and does not intend
     to engage in, and has no arrangement or understanding with any person to
     participate in, a distribution of the Exchange Notes to be issued in the
     Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary
     course of business. Each Holder hereby acknowledges and agrees that any
     Holder of the New Notes who is an Affiliate of the Company or who intends
     to participate in the Exchange Offer for the purpose of distributing the
     Exchange Notes (1) could not under Commission policy as in effect on the
     date of this Agreement rely on the position of the Commission enunciated in
     MORGAN STANLEY AND CO., INC. (available June 5, 1991) and EXXON CAPITAL
     HOLDINGS CORPORATION (available May 13, 1988), as interpreted in the
     Commission's letter to Shearman & Sterling dated July 2, 1993, and similar
     no-action

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     letters (including, if applicable, any no-action letter obtained pursuant
     to clause (i) above) (2) will not be entitled to tender its New Notes in
     the Exchange Offer and (3) must comply with the registration and prospectus
     delivery requirements of the Act in connection with a secondary resale
     transaction and that such a secondary resale transaction must be covered by
     an effective registration statement containing the selling security holder
     information required by Item 507 or 508, as applicable, of Regulation S-K
     if the resales are of Exchange Notes obtained by such Holder in exchange
     for New Notes acquired by such Holder directly from the Company or an
     Affiliate thereof.

              (iii) Prior to effectiveness of the Exchange Offer Registration
     Statement, the Company shall provide a supplemental letter to the
     Commission (A) stating that the Company is registering the Exchange Offer
     in reliance on the position of the Commission enunciated in EXXON CAPITAL
     HOLDINGS CORPORATION (available May 13, 1988), MORGAN STANLEY AND CO., INC.
     (available June 5, 1991) and, if applicable, any no-action letter obtained
     pursuant to clause (i) above, (B) including a representation that the
     Company has not entered into any arrangement or understanding with any
     Person to distribute the Exchange Notes to be received in the Exchange
     Offer and that, to the best of the Company's information and belief, each
     Holder participating in the Exchange Offer is acquiring the Exchange Notes
     in its ordinary course of business and has no arrangement or understanding
     with any Person to participate in the distribution of the Exchange Notes
     received in the Exchange Offer and (C) any other undertaking or
     representation required by the Commission as set forth in any no-action
     letter obtained pursuant to clause (i) above.

          (b) SHELF REGISTRATION STATEMENT. In connection with the Shelf
Registration Statement, the Company shall comply with all the provisions of
Section 6(c) below and shall use its best efforts to effect such registration to
permit the sale of the Transfer Restricted Securities being sold in accordance
with the intended method or methods of distribution thereof (as indicated in the
information furnished to the Company pursuant to Section 4(b) hereof), and
pursuant thereto the Company will prepare and file with the Commission a
Registration Statement relating to the registration on any appropriate form
under the Act, which form shall be available for the sale of the Transfer
Restricted Securities in accordance with the intended method or methods of
distribution thereof within the time periods and otherwise in accordance with
the provisions hereof.

          (c) GENERAL PROVISIONS. In connection with any Registration Statement
and any related Prospectus required by this Agreement to permit the sale or
resale of Transfer Restricted Securities (including, without limitation, any
Exchange Offer Registration Statement and the related Prospectus, to the extent
that the same are required to be available to permit sales of Broker-Dealer
Transfer Restricted Securities by Restricted Broker-Dealers), the Company shall:

              (i) use its best efforts to keep such Registration Statement
     continuously effective and provide all requisite financial statements for
     the period specified in Section 3 or 4 of this Agreement, as applicable.
     Upon the occurrence of any event that would cause any such Registration
     Statement or the Prospectus contained therein (A) to contain a material
     misstatement or omission or (B) not to be effective and usable for resale
     of Transfer Restricted Securities during the period required by this
     Agreement, the Company shall file promptly an appropriate amendment to such
     Registration Statement, (1) in the case of

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     clause (A), correcting any such misstatement or omission, and (2) in the
     case of clauses (A) and (B), use its best efforts to cause such amendment
     to be declared effective and such Registration Statement and the related
     Prospectus to become usable for their intended purpose(s) as soon as
     practicable thereafter. Notwithstanding anything to the contrary set forth
     in this Agreement, the Company's obligation to use its best efforts to keep
     the Shelf Registration Statement continuously effective, supplemented and
     amended shall be suspended in the event continued effectiveness of the
     Shelf Registration Statement would, in the opinion of counsel to the
     Company, require the Company to disclose a material financing, acquisition
     or other corporate transaction, and the Board of Directors shall have
     determined in good faith that such disclosure is not in the best interests
     of the Company, but in no event will any such suspension, individually or
     in the aggregate, exceed ninety (90) days from the Issue Date.

              (ii) prepare and file with the Commission such amendments and
     post-effective amendments to the Registration Statement as may be necessary
     to keep the Registration Statement effective for the applicable period set
     forth in Section 3 or 4 hereof, or such shorter period as will terminate
     upon the earlier of the following (A) when all Transfer Restricted
     Securities covered by such Registration Statement have been sold and (B)
     when, in the written opinion of counsel to the Company, all outstanding
     Transfer Restricted Securities held by persons that are not Affiliates of
     the Company may be resold without registration under the Act pursuant to
     Rule 144(k) under the Act or any successor provision thereto; cause the
     Prospectus to be supplemented by any required Prospectus supplement, and as
     so supplemented to be filed pursuant to Rule 424 under the Act, and to
     comply fully with Rules 424, 430A and 462, as applicable, under the Act in
     a timely manner; and comply with the provisions of the Act with respect to
     the disposition of all securities covered by such Registration Statement
     during the applicable period in accordance with the intended method or
     methods of distribution by the sellers thereof set forth in such
     Registration Statement or supplement to the Prospectus;

              (iii) advise U.S. Bank, the underwriter(s), if any, and selling
     Holders promptly and, if requested by such Persons, confirm such advice in
     writing, (A) when the Prospectus or any Prospectus supplement or
     post-effective amendment has been filed, and, with respect to any
     Registration Statement or any post-effective amendment thereto, when the
     same has become effective, (B) of any request by the Commission for
     amendments to the Registration Statement or amendments or supplements to
     the Prospectus or for additional information relating thereto, (C) of the
     issuance by the Commission of any stop order suspending the effectiveness
     of the Registration Statement under the Act or of the suspension by any
     state securities commission of the qualification of the Transfer Restricted
     Securities for offering or sale in any jurisdiction, or the initiation of
     any proceeding for any of the preceding purposes, (D) of the existence of
     any fact or the happening of any event that makes any statement of a
     material fact made in the Registration Statement, the Prospectus, any
     amendment or supplement thereto or any document incorporated by reference
     therein untrue, or that requires the making of any additions to or changes
     in the Registration Statement in order to make the statements therein not
     misleading, or that requires the making of any additions to or changes in
     the Prospectus in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading. If at any time
     the Commission shall issue any stop

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     order suspending the effectiveness of the Registration Statement, or any
     state securities commission or other regulatory authority shall issue an
     order suspending the qualification or exemption from qualification of the
     Transfer Restricted Securities under state securities or Blue Sky laws, the
     Company shall use its best efforts to obtain the withdrawal or lifting of
     such order at the earliest possible time;

              (iv) furnish to U.S. Bank, each selling Holder named in any
     Registration Statement or Prospectus and each of the underwriter(s) in
     connection with such sale, if any, before filing with the Commission,
     copies of any Registration Statement or any Prospectus included therein or
     any amendments or supplements to any such Registration Statement or
     Prospectus, which documents will be subject to the review and comment of
     such Holders and underwriter(s) in connection with such sale, if any, for a
     period of at least five Business Days, and the Company will not file any
     such Registration Statement or Prospectus or any amendment or supplement to
     any such Registration Statement or Prospectus to which the selling Holders
     of the Transfer Restricted Securities covered by such Registration
     Statement or the underwriter(s) in connection with such sale, if any, shall
     reasonably object within five Business Days after the receipt thereof. A
     selling Holder or underwriter, if any, shall be deemed to have reasonably
     objected to such filing if such Registration Statement, amendment,
     Prospectus or supplement, as applicable, as proposed to be filed, contains
     a material misstatement or omission or fails to comply with the applicable
     requirements of the Act;

              (v) make available at reasonable times for inspection by the
     selling Holders, any managing underwriter participating in any disposition
     pursuant to such Registration Statement, if any, and any attorney or
     accountant retained by such selling Holders or any of such underwriter(s),
     all financial and other records, pertinent corporate documents and
     properties of the Company and cause the Company's officers, directors and
     employees to supply all information reasonably requested by any such
     Holder, underwriter, attorney or accountant in connection with such
     Registration Statement or any post-effective amendment thereto subsequent
     to the filing thereof and prior to its effectiveness, in each case, as
     shall be reasonably necessary to enable such persons, to conduct a
     reasonable investigation within the meaning of Section 11 of the Act;

              (vi) if requested by any selling Holders or the underwriter(s) in
     connection with such sale, if any, promptly include in any Registration
     Statement or Prospectus, pursuant to a supplement or post-effective
     amendment if necessary, such information as such selling Holders and
     underwriter(s), if any, may reasonably request to have included therein,
     including, without limitation, information relating to the "Plan of
     Distribution" of the Transfer Restricted Securities, information with
     respect to the principal amount of Transfer Restricted Securities being
     sold to such underwriter(s), the purchase price being paid therefor and any
     other terms of the offering of the Transfer Restricted Securities to be
     sold in such offering; and make all required filings of such Prospectus
     supplement or post-effective amendment as soon as practicable after the
     Company is notified of the matters to be included in such Prospectus
     supplement or post-effective amendment;

              (vii) furnish to each selling Holder and each of the
     underwriter(s) in connection with such sale, if any, without charge, at
     least one copy of the Registration Statement, as

                                       10
<Page>

     first filed with the Commission, and of each amendment thereto, and, if the
     Holder so requests in writing, all documents incorporated by reference
     therein and all exhibits (including exhibits incorporated therein by
     reference);

              (viii) deliver to each selling Holder and each of the
     underwriter(s), if any, without charge, as many copies of the Prospectus
     (including each preliminary prospectus) and any amendment or supplement
     thereto as such Persons reasonably may request; the Company hereby consents
     to the use (in accordance with law) of the Prospectus and any amendment or
     supplement thereto by each of the selling Holders and each of the
     underwriter(s), if any, in connection with the offering and the sale of the
     Transfer Restricted Securities covered by the Prospectus or any amendment
     or supplement thereto;

              (ix) enter into such agreements and make such representations and
     warranties and take all such other actions in connection therewith in order
     to expedite or facilitate the disposition of the Transfer Restricted
     Securities pursuant to any Registration Statement contemplated by this
     Agreement as may be reasonably requested by any Holder of Transfer
     Restricted Securities in connection with any sale or resale pursuant to any
     Registration Statement contemplated by this Agreement;

              (x) prior to any public offering of Transfer Restricted
     Securities, cooperate with the selling Holders, the underwriter(s), if any,
     and their respective counsel in connection with the registration and
     qualification of the Transfer Restricted Securities under the securities or
     Blue Sky laws of such jurisdictions as the selling Holders or
     underwriter(s), if any, may request and do any and all other acts or things
     necessary or advisable to enable the disposition in such jurisdictions of
     the Transfer Restricted Securities covered by the applicable Registration
     Statement; PROVIDED, HOWEVER, that the Company shall not be required to
     register or qualify as a foreign corporation where it is not now so
     qualified or to take any action that would subject it to the service of
     process in suits or to taxation, other than as to matters and transactions
     relating to the Registration Statement, in any jurisdiction where it is not
     now so subject;

              (xi) issue, upon the request of any Holder of New Notes covered by
     any Shelf Registration Statement contemplated by this Agreement, Exchange
     Notes having an aggregate principal amount equal to the aggregate principal
     amount of New Notes surrendered to the Company by such Holder in exchange
     therefor or being sold by such Holder; such Exchange Notes to be registered
     in the name of such Holder or in the name of the purchaser(s) of such
     Exchange Notes, as the case may be; in return, the New Notes held by such
     Holder shall be surrendered to the Company for cancellation;

              (xii) in connection with any sale of Transfer Restricted
     Securities that will result in such securities no longer being Transfer
     Restricted Securities, cooperate with the selling Holders and the
     underwriter(s), if any, to facilitate the timely preparation and delivery
     of certificates representing Transfer Restricted Securities to be sold and
     not bearing any restrictive legends; and to register such Transfer
     Restricted Securities in such denominations and such names as the Holders
     or the underwriter(s), if any, may request at least two Business Days prior
     to such sale of Transfer Restricted Securities;

                                       11
<Page>

              (xiii) use its best efforts to cause the disposition of the
     Transfer Restricted Securities covered by the Registration Statement to be
     registered with or approved by such other governmental agencies or
     authorities as may be necessary to enable the seller or sellers thereof or
     the underwriter(s), if any, to consummate the disposition of such Transfer
     Restricted Securities, subject to the proviso contained in clause (x)
     above;

              (xiv) subject to Section 6(c)(i), if any fact or event
     contemplated by Section 6(c)(iii)(D) above shall exist or have occurred,
     prepare a supplement or post-effective amendment to the Registration
     Statement or related Prospectus or any document incorporated therein by
     reference or file any other required document so that, as thereafter
     delivered to the purchasers of Transfer Restricted Securities, the
     Prospectus will not contain an untrue statement of a material fact or omit
     to state any material fact necessary to make the statements therein, in the
     light of the circumstances under which they were made, not misleading;

              (xv) provide a CUSIP number for all Transfer Restricted Securities
     not later than the effective date of a Registration Statement covering such
     Transfer Restricted Securities and provide U. S. Bank with printed
     certificates for the Transfer Restricted Securities which are in a form
     eligible for deposit with the Depository Trust Company; and

              (xvi) cause the Indenture to be qualified under the TIA not later
     than the effective date of the first Registration Statement required by
     this Agreement and, in connection therewith, cooperate with the Trustee and
     the Holders of New Notes to effect such changes to the Indenture as may be
     required for such Indenture to be so qualified in accordance with the terms
     of the TIA; and execute and use its best efforts to cause the Trustee to
     execute, all documents that may be required to effect such changes and all
     other forms and documents required to be filed with the Commission to
     enable such Indenture to be so qualified in a timely manner.

          (d) RESTRICTIONS ON HOLDERS. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(c)(i) or any notice from the Company of the existence of any fact of
the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the
applicable Registration Statement until such Holder's receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 6(c)(xiv) hereof,
or until it is advised in writing by the Company that the use of the Prospectus
may be resumed, and has received copies of any additional or supplemental
filings that are incorporated by reference in the Prospectus (the "ADVICE"). If
so directed by the Company, each Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of either such notice. In the
event the Company shall give any such notice, the time period regarding the
effectiveness of such Registration Statement set forth in Section 3 or 4 hereof,
as applicable, shall be extended by the number of days during the period from
and including the date of the giving of such notice pursuant to Section 6(c)(i)
or Section 6(c)(iii)(D) hereof to and including the date when each selling
Holder covered by such Registration Statement shall have received the copies of
the supplemented or amended Prospectus contemplated by Section 6(c)(xiv) hereof
or shall have received the Advice.

                                       12
<Page>

SECTION 7.       REGISTRATION EXPENSES

          All expenses incident to the Company's performance of or compliance
with this Agreement will be borne by the Company, regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all
registration and filing fees and expenses; (ii) all fees and expenses of
compliance with federal securities and state Blue Sky or securities laws; (iii)
all expenses of printing (including printing certificates for the Exchange Notes
to be issued in the Exchange Offer and printing of Prospectuses), messenger and
delivery services and telephone; (iv) all fees and disbursements of counsel for
the Company and U.S. Bank; and (v) all fees and disbursements of independent
certified public accountants of the Company.

          The Company will, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Company.

SECTION 8.       INDEMNIFICATION

          (a) The Company agrees to indemnify and hold harmless (i) each Holder
and (ii) each person, if any, who controls (within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act) any Holder (any of the persons
referred to in this clause (ii) being hereinafter referred to as a "controlling
person") and (iii) the respective officers, directors, partners, employees,
representatives and agents of any Holder or any controlling person (any person
referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an
"INDEMNIFIED HOLDER"), to the fullest extent lawful, from and against any and
all losses, claims, damages, liabilities, judgments, actions and expenses
(including without limitation and as incurred, reimbursement of all reasonable
costs of investigating, preparing, pursuing or defending any claim or action, or
any investigation or proceeding by any governmental agency or body, commenced or
threatened, including the reasonable fees and expenses of counsel to any
Indemnified Holder) directly or indirectly caused by, related to, based upon,
arising out of or in connection with any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement,
preliminary prospectus or Prospectus (or any amendment or supplement thereto),
or any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or expenses are
caused by an untrue statement or omission or alleged untrue statement or
omission that is made in reliance upon and in conformity with information
relating to any of the Holders furnished in writing to the Company by any of the
Holders expressly for use therein; PROVIDED, HOWEVER, that the foregoing
indemnification with respect to any untrue statement or alleged untrue statement
or omission or alleged omission in any preliminary prospectus or Prospectus,
shall not inure to the benefit of any Indemnified Holder from whom the person
asserting such loss, claim, damage, liability or expense purchased any of the
Exchange Notes if a copy of the Prospectus (or any amendment or supplement
thereto) was not sent or given on behalf of such Indemnified Holder to such
person at or prior to the written confirmation of the sale of such Exchange
Notes to such person and if the Prospectus (or the Prospectus, as so amended or
supplemented) would have cured the defect giving rise to such loss, claim,
damage, liability or expense.

                                       13
<Page>

          In case any action or proceeding (including any governmental or
regulatory investigation or proceeding) shall be brought or asserted against any
of the Indemnified Holders with respect to which indemnity may be sought against
the Company, such Indemnified Holder (or the Indemnified Holder controlled by
such controlling person) shall promptly notify the Company in writing (PROVIDED,
HOWEVER, that the failure to give such notice shall not relieve the Company of
its obligations pursuant to this Agreement). Such Indemnified Holder shall have
the right to employ its own counsel in any such action and the reasonable fees
and expenses of such counsel shall be paid, as incurred, by the Company
(regardless of whether it is ultimately determined that an Indemnified Holder is
not entitled to indemnification hereunder). The Company shall not, in connection
with any one such action or proceeding or separate but substantially similar or
related actions or proceedings in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) at any time for such Indemnified Holders, which firm shall be
designated by the Holders. The Company shall be liable for any settlement of any
such action or proceeding effected with the Company's prior written consent,
which consent shall not be withheld unreasonably, and the Company agrees to
indemnify and hold harmless each Indemnified Holder from and against any loss,
claim, damage, liability or expense by reason of any settlement of any action
effected with the written consent of the Company. The Company shall not, without
the prior written consent of each Indemnified Holder, settle or compromise or
consent to the entry of judgment in or otherwise seek to terminate any pending
or threatened action, claim, litigation or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not any
Indemnified Holder is a party thereto), unless such settlement, compromise,
consent or termination includes an unconditional release of each Indemnified
Holder from all liability arising out of such action, claim, litigation or
proceeding.

          (b) Each Holder of Transfer Restricted Securities agrees, severally
and not jointly, to indemnify and hold harmless the Company, and its organizer,
members, directors, officers, and any person controlling (within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act) the Company, and the
respective officers, directors, partners, employees, representatives and agents
of each such person, to the same extent as the foregoing indemnity from the
Company to each of the Indemnified Holders, but only with respect to claims and
actions based on information relating to such Holder furnished in writing by
such Holder expressly for use in any Registration Statement. In case any action
or proceeding shall be brought against the Company or its organizers, members,
directors or officers or any such controlling person in respect of which
indemnity may be sought against a Holder of Transfer Restricted Securities, such
Holder shall have the rights and duties given the Company, and the Company, such
organizers, members, directors or officers or such controlling person shall have
the rights and duties given to each Holder by the preceding paragraph. In no
event shall any Holder be liable or responsible for any amount in excess of the
amount by which the total received by such Holder with respect to its sale of
Transfer Restricted Securities pursuant to a Registration Statement exceeds (i)
the amount paid by such Holder for such Transfer Restricted Securities and (ii)
the amount of any damages which such Holder has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission.

          (c) If the indemnification provided for in this Section 8 is
unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof
(other than by reason of exceptions

                                       14
<Page>

provided in those Sections) in respect of any losses, claims, damages,
liabilities or expenses referred to therein, then each applicable indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or expenses in such proportion as is appropriate to
reflect the relative benefits received by the Company, on the one hand, and the
Holders, on the other hand, from the issuance and sale of the Exchange Notes by
the Company or if such allocation is not permitted by applicable law, the
relative fault of the Company, on the one hand, and of the Indemnified Holder,
on the other hand, in connection with the statements or omissions which resulted
in such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative fault of the Company, on the one
hand, and of the Indemnified Holder, on the other hand, shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Indemnified Holder and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The amount paid or payable by
a party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the limitations set
forth in the second paragraph of Section 8(a), any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action or claim.

          The Company and each Holder of Transfer Restricted Securities agree
that it would not be just and equitable if contribution pursuant to this Section
8(c) were determined by pro rata allocation (even if the Holders were treated as
one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or expenses referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 8, no Holder or
its related Indemnified Holders shall be required to contribute, in the
aggregate, any amount in excess of the amount by which the total received by
such Holder with respect to the sale of its Transfer Restricted Securities
pursuant to a Registration Statement exceeds the sum of (A) the amount paid by
such Holder for such Transfer Restricted Securities PLUS (B) the amount of any
damages which such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Holders' obligations to contribute
pursuant to this Section 8(c) are several in proportion to the respective
principal amount of Exchange Notes held by each of the Holders hereunder and not
joint.

SECTION 9.       RULE 144A

          The Company hereby agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding and during any period in which
the Company is not subject to Section 13 or 15(d) of the Securities Exchange
Act, to make available, upon request of any Holder of Transfer Restricted
Securities, to any Holder or beneficial owner of Transfer

                                       15
<Page>

Restricted Securities in connection with any sale thereof and any prospective
purchaser of such Transfer Restricted Securities designated by such Holder or
beneficial owner, the information required by Rule 144A(d)(4) under the Act in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144A.

SECTION 10.      MISCELLANEOUS

          (a) REMEDIES. Each Holder, in addition to being entitled to exercise
all rights provided herein, in the Indenture or granted by law, including
recovery of Additional Interest, will be entitled to specific performance of its
rights under this Agreement. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of
the provisions of this Agreement and hereby agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate.

          (b) NO INCONSISTENT AGREEMENTS. The Company will not, on or after the
date of this Agreement, enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's securities under any
agreement in effect on the date hereof.

          (c) ADJUSTMENTS AFFECTING THE NEW NOTES. The Company will not take any
action, or voluntarily permit any change to occur, with respect to the New Notes
that would materially and adversely affect the ability of the Holders to
Consummate any Exchange Offer.

          (d) AMENDMENTS AND WAIVERS. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 12(d)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities. Notwithstanding the foregoing, a waiver or consent to
departure from the provisions hereof that relates exclusively to the rights of
Holders whose securities are being tendered pursuant to the Exchange Offer and
that does not affect directly or indirectly the rights of other Holders whose
securities are not being tendered pursuant to such Exchange Offer may be given
by the Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities subject to such Exchange Offer.

          (e) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), or air courier guaranteeing
overnight delivery:

              (i)    if to a Holder, at the address set forth on the records of
     the Registrar under the Indenture, with a copy to the Registrar under the
     Indenture;

              (ii)   if to the Company:

                     J. Crew Intermediate LLC

                                       16
<Page>

                     c/o J. Crew Group, Inc.
                     770 Broadway
                     New York, New York  10003
                     Attention: General Counsel

                     With a copy to:

                     Cleary, Gottlieb, Steen & Hamilton
                     One Liberty Plaza
                     New York, New York  10006
                     Attention: Paul J. Shim, Esq.; and

              (iii)  if to U.S. Bank:

                     U.S. Bank National Association
                     225 Asylum Street, 23rd Floor
                     Hartford, Connecticut  06103
                     Attention: Corporate Trust Services
                     (J. Crew Intermediate LLC 2003 Registration Rights
                     Agreement)

          All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and on the next Business Day, if timely delivered
to an air courier guaranteeing overnight delivery. Notwithstanding the
foregoing, notices addressed to U.S. Bank shall be effective only upon receipt.

          Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

          (f) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Transfer Restricted Securities; PROVIDED, HOWEVER, that
this Agreement shall not inure to the benefit of or be binding upon a successor
or assign of a Holder unless and to the extent such successor or assign acquired
Transfer Restricted Securities directly from such Holder.

          (g) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

          (h) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          (i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

                                       17
<Page>

          (j) SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

          (k) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

                            [SIGNATURE PAGE FOLLOWS]

                                       18
<Page>

                                                                     Exhibit 4.5

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                 J. Crew Intermediate LLC


                                 By: /s/ Scott M. Rosen
                                     ----------------------------------
                                     Name: Scott M. Rosen
                                     Title: Executive Vice-President and Chief
                                     Financial Officer


                                 U.S. Bank National Association, as Trustee
                                     under the Indenture, on behalf of the
                                     Holders


                                 By: /s/ Philip G. Kane, Jr.
                                     ----------------------------------
                                     Name: Philip G. Kane, Jr.
                                     Title: Vice President