Amended and Restated Pledge and Security Agreement, dated as of May 4, 2007



 Exhibit 10.4 

EXECUTION COPY 

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 INTERNATIONAL, INC. 

as Grantors 

and 

Each Other Grantor 

From Time to Time Party Hereto 

and 

CITICORP USA, INC. 

as Administrative Agent 

WEIL, GOTSHAL & MANGES LLP 

767 FIFTH AVENUE 

NEW YORK, NEW YORK 10153-0119 







 TABLE OF CONTENTS 

 

					
	 	 	 	  	Page
	 Section 1.1
	 	 Definitions
	  	2
	 Section 1.2
	 	 Certain Other Terms
	  	5
		
	 ARTICLE II GRANT OF SECURITY INTEREST

	  	6
			
	 Section 2.1
	 	 Collateral
	  	6
	 Section 2.2
	 	 Grant of Security Interest in Collateral
	  	7
	 Section 2.3
	 	 Cash Collateral Accounts
	  	7
		
	 ARTICLE III REPRESENTATIONS AND
WARRANTIES
	  	8
			
	 Section 3.1
	 	 Title; No Other Liens
	  	8
	 Section 3.2
	 	 Perfection and Priority
	  	8
	 Section 3.3
	 	 Jurisdiction of Organization; Chief Executive Office
	  	8
	 Section 3.4
	 	 Inventory and Equipment
	  	9
	 Section 3.5
	 	 Pledged Collateral
	  	9
	 Section 3.6
	 	 Accounts
	  	9
	 Section 3.7
	 	 Intellectual Property
	  	10
	 Section 3.8
	 	 Deposit Accounts; Securities Accounts
	  	10
	 Section 3.9
	 	 Commercial Tort Claims
	  	10
	 Section 3.10
	 	 Letters of Credit
	  	11
	 Section 3.11
	 	 Collateral Access Agreements, Bailee Letters, etc
	  	11
		
	 ARTICLE IV COVENANTS
	  	11
			
	 Section 4.1
	 	 Maintenance of Perfected Security Interest; Further Documentation
	  	11
	 Section 4.2
	 	 Changes in Locations, Name, Etc
	  	12
	 Section 4.3
	 	 Pledged Collateral
	  	12
	 Section 4.4
	 	 Accounts
	  	14
	 Section 4.5
	 	 Delivery of Instruments and Chattel Paper
	  	14
	 Section 4.6
	 	 Intellectual Property
	  	14
	 Section 4.7
	 	 License Agreements
	  	15
	 Section 4.8
	 	 Insurance
	  	16
	 Section 4.9
	 	 Notice of Commercial Tort Claims
	  	16
	 Section 4.10
	 	 Credit Card Agreements
	  	17
	 Section 4.11
	 	 Inventory Covenants
	  	17
		
	 ARTICLE V REMEDIAL PROVISIONS 
	  	18
			
	 Section 5.1
	 	 Code and Other Remedies
	  	18
	 Section 5.2
	 	 Accounts and Payments in Respect of General Intangibles
	  	19
	 Section 5.3
	 	 Pledged Collateral
	  	20
	 Section 5.4
	 	 Proceeds to be Turned Over To Administrative Agent
	  	21
	 Section 5.5
	 	 Registration Rights
	  	21
	 Section 5.6
	 	 Deficiency
	  	21
		
	 ARTICLE VI THE ADMINISTRATIVE AGENT 
	  	21
			
	 Section 6.1
	 	 Administrative Agent’s Appointment as Attorney-in-Fact
	  	21
	 Section 6.2
	 	 Duty of Administrative Agent
	  	23
	 Section 6.3
	 	 Authorization of Financing Statements
	  	23
	 Section 6.4
	 	 Authority of Administrative Agent
	  	23

  

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 TABLE OF CONTENTS 

(continued) 
  


					
	 	 	 	  	Page
	 ARTICLE VII MISCELLANEOUS 
	  	24
			
	 Section 7.1
	 	 Amendments in Writing
	  	24
	 Section 7.2
	 	 Notices
	  	24
	 Section 7.3
	 	 No Waiver by Course of Conduct; Cumulative Remedies
	  	24
	 Section 7.4
	 	 Amendment and Restatement; Effectiveness
	  	24
	 Section 7.5
	 	 Successors and Assigns
	  	25
	 Section 7.6
	 	 Counterparts
	  	25
	 Section 7.7
	 	 Severability
	  	25
	 Section 7.8
	 	 Section Headings
	  	26
	 Section 7.9
	 	 Entire Agreement
	  	26
	 Section 7.10
	 	 Governing Law
	  	26
	 Section 7.11
	 	 Additional Grantors
	  	26
	 Section 7.12
	 	 Release of Collateral
	  	26
	 Section 7.13
	 	 Reinstatement
	  	27

  

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 ANNEXES AND SCHEDULES 

 

			
	 Annex 1
	 	Form of Deposit Account Control Agreement
	Annex 2	 	Form of Securities Account Control Agreement
	Annex 3	 	Form of Pledge Amendment
	Annex 4	 	Form of Joinder Agreement
	Annex 5	 	Form of Short Form Intellectual Property Security Agreement
		
	Schedule 1	 	Jurisdiction of Organization; Principal Executive Office
	Schedule 2	 	Pledged Collateral
	Schedule 3	 	Filings
	Schedule 3.11	 	Collateral Access Agreements, Bailee Letters, etc.
	Schedule 4	 	Location of Inventory and Equipment
	Schedule 5	 	Intellectual Property
	Schedule 6	 	Bank Accounts; Control Accounts
	Schedule 7	 	Commercial Tort Claims

  

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 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 “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below). 

W I T N E S S E
T H: 
 WHEREAS, the Borrowers, the Guarantors, the lenders and issuers from
time to time party thereto, Wachovia Bank, National Association, as administrative agent (the “Existing Agent”), Congress Financial Corporation, as collateral agent (the “Existing Collateral Agent”), Bank of
America, as the syndication agent and certain other parties thereto, are parties to the Amended and Restated Loan and Security Agreement, dated as of December 23, 2004 (as amended, modified, or supplemented prior to the Effective Date (as
defined below), the “Existing Credit Agreement”); 
 WHEREAS, the Existing Agent and the
Existing Collateral Agent desire to resign from each of their respective capacities as administrative agent and collateral agent under the Existing Credit Agreement, and Citicorp desires to be appointed as the successor Administrative Agent and as
Swing Loan Lender and as Collateral Agent under the Credit Agreement, each effective as of the Effective Date (as defined below), pursuant to a master assignment and resignation agreement dated on or prior to the date hereof (the “Master
Assignment and Resignation Agreement”), among the Existing Agent, the Existing Collateral Agent, Citicorp, the Borrowers and the other Loan Parties; and 

WHEREAS, the Borrowers, the Guarantors, the Lenders and the Issuers have entered into the Second Amended and Restated
Credit Agreement, dated as of the date hereof (as amended, restated, supplemented, modified, increased, renewed, refunded, replaced or refinanced from time to time, the “Credit Agreement”) which amends and restates, together with
this Agreement, the Existing Credit Agreement in its entirety; 
 WHEREAS, the Grantors are party to the Guaranty
pursuant to which they have guaranteed the Obligations; 
 WHEREAS, it is a condition precedent to the
effectiveness of the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent; 

WHEREAS, the Loan Parties hereby reaffirm the Liens granted pursuant to the Financing Agreements (as defined in the
Existing Credit Agreement) to the Existing Agent for the benefit of the Secured Parties (as defined in the Existing Credit Agreement), which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and

  

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 PLEDGE AND SECURITY
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shall cover the collateral securing the Obligations (as defined in the Existing Credit Agreement) under the Financing Agreements (as defined under the Existing Credit Agreement) and shall
continue to secure the Secured Obligations; and 
 WHEREAS, each Grantor will receive substantial direct and
indirect benefits from the making of the Loans, the issuance of the Letters of Credit and the granting of the other financial accommodations to the Borrowers under the Credit Agreement; 

NOW, THEREFORE, in consideration of the premises and to induce the Lenders, the Issuers and the
Administrative Agent to enter into the Credit Agreement and to induce the Lenders and the Issuers to make their respective extensions of credit to the Borrowers thereunder, each Grantor hereby agrees with the Administrative Agent as follows:

 ARTICLE I DEFINED TERMS 

Section 1.1 Definitions 

(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein have the meanings given to them in the Credit
Agreement. 
 (b) Terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC,
including the following terms (which are capitalized herein): 
 “Account Debtor” 

“Account” 

“Certificated Security” 

“Chattel Paper” 

“Commercial Tort Claim” 

“Commodity Account” 

“Deposit Account” 

“Documents” 

“Entitlement Holder” 

“Entitlement Order” 

“Equipment” 

“Financial Asset” 

“General Intangible” 

“Goods” 

“Instruments” 

“Inventory” 

“Investment Property” 

“Letter-of-Credit Right” 

“Proceeds” 

“Securities Account” 

“Securities Intermediary” 

“Security” 

“Security Entitlement” 

“Supporting Obligation” 
  

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 (c) The following terms shall have the following meanings: 

“Additional Pledged Collateral” means any Pledged Collateral acquired by any Grantor after the date hereof (subject to
Section 7.11 (Additional Collateral and Guaranties) of the Credit Agreement) and in which a security interest is granted pursuant to Section 2.2 (Grant of Security Interest in Collateral), including, to the extent a security
interest is granted therein pursuant to Section 2.2 (Grant of Security Interest in Collateral), (i) all Stock and Stock Equivalents of any Person that are acquired by any Grantor after the date hereof, together with all
certificates, instruments or other documents representing any of the foregoing and all Security Entitlements of any Grantor in respect of any of the foregoing, (ii) all additional Indebtedness from time to time owed to any Grantor by any
obligor on the Pledged Debt Instruments and the Instruments evidencing such Indebtedness and (iii) all interest, cash, Instruments and other property or Proceeds from time to time received, receivable or otherwise distributed in respect of or
in exchange for any of the foregoing. “Additional Pledged Collateral” may be General Intangibles, Instruments or Investment Property. 

“Agreement” means this Pledge and Security Agreement.  

“Collateral” has the meaning specified in Section 2.1 (Collateral). 

“Deposit Account Control Agreement” means a letter agreement, substantially in the form of Annex 1 (Form of Deposit
Account Control Agreement) (with such changes as may be agreed to by the Administrative Agent), executed by the Grantor, the Administrative Agent and the relevant financial institution; provided, however, that the deposit account control
agreements executed and delivered in connection with the Existing Credit Agreement shall also be included in this definition. 

“Excluded Property” means, collectively, (i) any rights or interests in any contract, lease, permit, license,
charter or license agreement covering real or personal property, as such, if under the terms of such contract, lease, permit, license, charter or license agreement, or applicable law with respect thereto, the valid grant of a security interest or
lien therein to Administrative Agent is prohibited and such prohibition has not been or is not waived or the consent of the other party to such contract, lease, permit, license, charter or license agreement has not been or is not otherwise obtained
or under applicable law such prohibition cannot be waived; provided, that, the foregoing exclusion shall in no way be construed (A) to apply if any such prohibition is unenforceable under Sections 9-406, 9-407 or 9-408 of the UCC or
other applicable law or (B) so as to limit, impair or otherwise affect Administrative Agent’s unconditional continuing security interests in and liens upon any rights or interests of a Grantor in or to monies due or to become due under any
such contract, lease, permit, license, charter or license agreement (including any Receivables) and (ii) the Stock of J. Crew Japan, Inc. (“J. Crew Japan”). 

“Intellectual Property” shall mean, as to each Grantor, such Grantor’s now owned and hereafter arising or acquired:
patents, patent rights, patent applications, copyrights, works which are the subject matter of copyrights, copyright registrations, trademarks, trade names, trade styles, trademark and service mark applications, and licenses and rights to use any of
the foregoing; all extensions, renewals, reissues, divisions, continuations, and continuations-in-part of any of the foregoing; all rights to sue for past, present and future infringement of any of the foregoing; inventions, trade secrets, formulae,
processes, compounds, drawings, designs, blueprints, surveys, reports, manuals, and operating standards; goodwill (including any goodwill associated with any trademark or the license of any trademark); customer and other lists in whatever form
maintained; trade secret rights, copyright rights, rights in works of authorship, domain names and domain name registration; software and contract rights relating to computer software programs, in whatever form created or maintained. 

 

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 “LLC’ means each limited liability company in which a Grantor has an
interest, including those set forth on Schedule 2 (Pledged Collateral). 
 “LLC Agreement” means each
operating agreement with respect to a LLC, as each agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified from time to time. 

“Material Intellectual Property” means Intellectual Property owned by or licensed to a Grantor and material to the
conduct of any Grantor’s business. 
 “Partnership” means each partnership in which a Grantor has an
interest, including those set forth on Schedule 2 (Pledged Collateral). 
 “Partnership Agreement” means
each partnership agreement governing a Partnership, as each such agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified. 

“Pledged Certificated Stock” means all Certificated Securities and any other Stock and Stock Equivalent of a Person
evidenced by a certificate, Instrument or other equivalent document, in each case owned by any Grantor, including all Stock listed on Schedule 2 (Pledged Collateral). 

“Pledged Collateral” means, collectively, the Pledged Stock, Pledged Debt Instruments, any other Investment Property of
any Grantor, all Chattel Paper, certificates or other Instruments representing any of the foregoing and all Security Entitlements of any Grantor in respect of any of the foregoing. Pledged Collateral may be General Intangibles, Instruments or
Investment Property. 
 “Pledged Debt Instruments” means all right, title and interest of any Grantor in
Instruments evidencing any Indebtedness owed to such Grantor, including all Indebtedness described on Schedule 2 (Pledged Collateral), issued by the obligors named therein. 

“Pledged Stock” means all Pledged Certificated Stock and all Pledged Uncertificated Stock. For purposes of this
Agreement, the term “Pledged Stock” shall not include any Excluded Equity. 
 “Pledged Uncertificated
Stock” means any Stock or Stock Equivalent of any Person that is not a Pledged Certificated Stock, including all right, title and interest of any Grantor as a limited or general partner in any Partnership or as a member of any LLC and all
right, title and interest of any Grantor in, to and under any Partnership Agreement or LLC Agreement to which it is a party. 

“Receivables” means all of the following now owned or hereafter arising or acquired property of each Grantor:
(a) all Accounts; (b) all interest, fees, late charges, penalties, collection fees and other amounts due or to become due or otherwise payable in connection with any Account; (c) all payment intangibles of such Grantor;
(d) letters of credit, indemnities, guarantees, security or other deposits and proceeds thereof issued payable to any Grantor or 
  

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 otherwise in favor of or delivered to any Grantor in connection with any Account or any Credit Card
Receivables; or (e) all other Accounts, contract rights, Chattel Paper, Instruments, notes, General Intangibles and other forms of obligations owing to any Grantor, whether from the sale and lease of goods or other property, licensing of any
property (including Intellectual Property or other General Intangibles), rendition of services or from loans or advances by any Grantor or to or for the benefit of any third person (including loans or advances to any Affiliates or Subsidiaries of
any Grantor) or otherwise associated with any Accounts, Inventory or General Intangibles of any Grantor (including, without limitation, choses in action, causes of action, tax refunds, tax refund claims, any funds which may become payable to any
Grantor in connection with the termination of any Title IV Plan or other employee benefit plan and any other amounts payable to any Grantor from any Title IV Plan or other employee benefit plan, rights and claims against carriers and shippers,
rights to indemnification, business interruption insurance and proceeds thereof, casualty or any similar types of insurance and any proceeds thereof and proceeds of insurance covering the lives of employees on which any Grantor is a beneficiary).

 “Records” means, as to each Grantor, all of such Grantor’s present and future books of account of every
kind or nature, purchase and sale agreements, invoices, ledger cards, bills of lading and other shipping evidence, statements, correspondence, memoranda, credit files and other data relating to the Collateral or any account debtor, together with the
tapes, disks, diskettes and other data and software storage media and devices, file cabinets or containers in or on which the foregoing are stored (including any rights of any Grantor with respect to the foregoing maintained with or by any other
person). 
 “Securities Account Control Agreement” means a letter agreement, substantially in the form of
Annex 2 (Form of Securities Account Control Agreement) (with such changes as may be agreed to by the Administrative Agent), executed by the relevant Grantor, the Administrative Agent and the relevant Approved Securities Intermediary;
provided, however, that the securities account control agreements executed and delivered in connection with the Existing Credit Agreement shall also be included in this definition. 

“Securities Act” means the Securities Act of 1933, as amended. 

“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however,
that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Administrative Agent’s and the Secured Parties’ security interest in any Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such
attachment, perfection or priority and for purposes of definitions related to such provisions. 
 Section 1.2 Certain
Other Terms 
 (a) In this Agreement, in the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and
including.” 
 (b) The terms “herein,” “hereof,” “hereto” and “hereunder”
and similar terms refer to this Agreement as a whole and not to any particular Article, Section, subsection or clause in this Agreement. 
  

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 (c) References herein to an Annex, Schedule, Article, Section, subsection or clause
refer to the appropriate Annex or Schedule to, or Article, Section, subsection or clause in this Agreement. 
 (d) The meanings
given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. 
 (e) Where the
context requires, provisions relating to any Collateral, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or any relevant part thereof. 

(f) Any reference in this Agreement to a Financing Agreement shall include all appendices, exhibits and schedules thereto, and, unless
specifically stated otherwise all amendments, restatements, supplements or other modifications thereto, and as the same may be in effect at any time such reference becomes operative. 

(g) The term “including” means “including without limitation” except when used in the computation of time
periods. 
 (h) The terms “Lender,” “Issuer” “Administrative Agent” and “Secured
Party” include their respective successors. 
 (i) References in this Agreement to any statute shall be to such statute
as amended or modified and in effect from time to time. 
 ARTICLE II GRANT OF
SECURITY INTEREST  
 Section 2.1 Collateral 

For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Grantor or in which a
Grantor now has or at any time in the future may acquire any right, title or interests is collectively referred to as the “Collateral”: 

(a) all Accounts; 

(b) all General Intangibles, including, without limitation, all Intellectual Property; 

(c) all Goods, including, without limitation, Inventory and Equipment; 

(d) all Real Property subject to the Mortgages and fixtures; 

(e) all Chattel Paper, including, without limitation, all tangible and electronic chattel paper; 

(f) all Instruments, including, without limitation, all promissory notes; 

(g) all Documents; 

(h) all Deposit Accounts; 
  

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 PLEDGE AND SECURITY
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 (i) all letters of credit, banker’s acceptances and similar instruments and
including all Letter-of-Credit Rights; 
 (j) all Supporting Obligations and all present and future liens, security interests,
rights, remedies, title and interest in, to and in respect of Receivables and other Collateral, including (A) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related
to the Collateral, (B) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, (C) goods described in invoices, documents, contracts or instruments with
respect to, or otherwise representing or evidencing, Receivables or other Collateral, including returned, repossessed and reclaimed goods, and (D) deposits by and property of Account Debtors or other persons securing the obligations of Account
Debtors; 
 (k) all (A) Investment Property (including Securities, whether Certificated Securities or uncertificated
Securities, Securities Accounts, Security Entitlements, commodity contracts or Commodity Accounts) and (B) monies, credit balances, deposits and other property of any Grantor now or hereafter held or received by or in transit to Administrative
Agent, any Lender or its Affiliates or at any other depository or other institution from or for the account of any Grantor, whether for safekeeping, pledge, custody, transmission, collection or otherwise; 

(1) all Commercial Tort Claims, including, without limitation, those described on Schedule 7 (Commercial Tort Claims) and on any
supplement thereto received by the Administrative Agent pursuant to Section 4.9 (Notice of Commercial Tort Claims); 

(m) to the extent not otherwise described above, all Receivables; 

(n) all Records; and 

(o) all products and proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss
or damage to or destruction of or other involuntary conversion of any kind or nature of any or all of the other Collateral; 
 provided,
however, that “Collateral ” shall not include any Excluded Property; and provided, further, that if and when any property shall cease to be Excluded Property, such property shall be deemed at all times from and after the
date hereof to constitute Collateral. 
 Section 2.2 Grant of Security Interest in Collateral 

To secure payment and performance of all Obligations, each Grantor hereby grants to Administrative Agent, for itself and the benefit of
Lenders, a continuing security interest in, a lien upon, and a right of set off against, and hereby assigns to the Administrative Agent, for itself and the benefit of Lenders, as security (and hereby confirms, reaffirms and restates the prior grant
thereof to the Existing Agent, for itself and Lenders, pursuant to the Existing Credit Agreement in favor of the Administrative Agent and the Secured Parties), the Collateral. 

Section 2.3 Cash Collateral Accounts 

The Administrative Agent has established a Deposit Account at Citibank, N.A., designated as “Citicorp USA, Inc. – J. Crew Cash
Collateral Account”. Such Deposit Account shall be a Cash Collateral Account. 
  

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 ARTICLE III REPRESENTATIONS AND
WARRANTIES 
 To induce the Lenders, the Issuers and the Administrative Agent to enter into the Credit
Agreement, each Grantor hereby represents and warrants each of the following to the Administrative Agent, the Lenders, the Issuers and the other Secured Parties: 

Section 3.1 Title; No Other Liens 

Except for the Lien granted to the Administrative Agent pursuant to this Agreement and the other Liens permitted to exist on the
Collateral under the Credit Agreement, such Grantor (a) is the record and beneficial owner of the Pledged Collateral pledged by it hereunder constituting Instruments or Certificated Securities, (b) is the Entitlement Holder of all such
Pledged Collateral constituting Investment Property held in a Securities Account and (c) has rights in or the power to transfer each other item of Collateral in which a Lien is granted by it hereunder, free and clear of any other Lien, other
than Liens permitted by Section 8.2 (Liens, Etc.) of the Credit Agreement. 
 Section 3.2 Perfection and
Priority 
 The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected
security interest in favor of the Administrative Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (i) in the case of all Collateral in which a security interest may be
perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been
delivered to the Administrative Agent in completed and duly executed form), (ii) the delivery to the Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to
the Administrative Agent or in blank (it being acknowledged by the Administrative Agent that delivery of the Pledged Stock constituting Term Loan Primary Collateral (as defined in the Intercreditor Agreement) is subject to the terms of the
Intercreditor Agreement), (iii) the execution of the Master Assignment and Resignation Agreement, (A) the assignment of existing Securities Account Control Agreements with respect to Investment Property not in certificated form that have
been executed and delivered in connection with the Existing Credit Agreement and (B) the assignment of existing Deposit Account Control Agreements with respect to each Deposit Account of a Grantor with respect to which a Deposit Account Control
Agreement is required by Section 7.12 (Control Accounts; Approved Deposit Accounts) of the Credit Agreement that have been executed and delivered in connection with the Existing Credit Agreement, and (iv) all appropriate filings
having been made with the United States Copyright Office. Subject to the Intercreditor Agreement, such security interest shall be prior to all other Liens on the Collateral. 

Section 3.3 Jurisdiction of Organization; Chief Executive Office 

Such Grantor’s jurisdiction of organization, legal name, organizational identification number, if any, and the location of such
Grantor’s chief executive office or sole place of business, in each case as of the date hereof, is specified on Schedule 1 (Jurisdiction of Organization; Principal Executive Office) and such Schedule 1 (Jurisdiction of Organization;
Principal Executive Office) also lists all jurisdictions of incorporation, legal names and locations of such Grantor’s chief executive office or sole place of business for the five years preceding the date hereof. 

 

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 Section 3.4 Inventory and Equipment 

On the date hereof, such Grantor’s Inventory and Equipment (other than mobile goods and Inventory or Equipment in transit) are kept
at the locations listed on Schedule 4 (Location of Inventory and Equipment) and such Schedule 4 (Location of Inventory and Equipment) also list the locations of such Inventory and Equipment for the five years preceding the date hereof.

 Section 3.5 Pledged Collateral 

(a) The Pledged Stock pledged hereunder by such Grantor is listed on Schedule 2 (Pledged Collateral) and constitutes that
percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2 (Pledged Collateral). 

(b) All of the Pledged Stock (other than Pledged Stock in limited liability companies and partnerships) has been duly authorized, validly
issued and is fully paid and nonassessable. 
 (c) Subject to the Intercreditor Agreement, each of the Pledged Debt Instruments
constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). 

(d) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments
has been delivered to the Administrative Agent in accordance with Section 4.3(a) (Pledged Collateral) and Section 7.11 of the Credit Agreement (it being acknowledged by the Administrative Agent that delivery of all
Certificated Securities constituting Term Loan Primary Collateral (as defined in the Intercreditor Agreement) is subject to the terms of the Intercreditor Agreement). 

(e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a Securities Account Control Account.

 (f) Subject to the Intercreditor Agreement, other than Pledged Stock constituting General Intangibles, there is no Pledged
Collateral other than that represented by Certificated Securities or Instruments in the possession of the Administrative Agent or that consist of Financial Assets held in a Securities Account that is subject to a Securities Account Control
Agreement. 
 Section 3.6 Accounts 

No amount payable to such Grantor under or in connection with any Account is evidenced by any Instrument or Chattel Paper that has not
been delivered to the Administrative Agent, properly endorsed for transfer, to the extent delivery is required by Section 4.3 (Pledged Collateral). 
  

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 Section 3.7 Intellectual Property 

(a) Each Grantor owns all right, title and interest in and to, or has valid and continuing rights to use, sell and license, all
Intellectual Property used in the conduct of its business. Schedule 5 (Intellectual Property) lists all Intellectual Property owned by such Grantor that is the subject of a registration or application for registration in the United States or
any foreign jurisdiction, and all other Material Intellectual Property of such Grantor on the date hereof, separately identifying that owned by such Grantor and that licensed to such Grantor. The Intellectual Property set forth on Schedule 5
(Intellectual Property) for such Grantor constitutes all of the intellectual property rights necessary to conduct its business. 

(b) All Material Intellectual Property owned by such Grantor is valid, subsisting, unexpired and enforceable, has not been adjudged
invalid and has not been abandoned, and to the knowledge of such Grantor, no third party is infringing, misappropriating, diluting or otherwise violating such Material Intellectual Property. 

(c) Except as set forth in Schedule 5 (Intellectual Property), none of the Material Intellectual Property owned by such Grantor is
the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor. 
 (d) The
operation and conduct of the business of such Grantor does not infringe, misappropriate, dilute or violate the intellectual property rights of any other Person. 

(e) No holding, decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity
of, or such Grantor’s rights in, any Material Intellectual Property. 
 (f) No actions or proceedings seeking to limit,
cancel or question the validity of any Intellectual Property owned by such Grantor or such Grantor’s ownership interest therein is pending or, to the knowledge of such Grantor, threatened, that, in the aggregate, could reasonably be expected to
have a Material Adverse Effect. There are no claims, judgments or settlements to be paid by such Grantor relating to the Intellectual Property that, in the aggregate, could reasonably be expected to have a Material Adverse Effect. 

Section 3.8 Deposit Accounts; Securities Accounts 

The only Deposit Accounts or Securities Accounts maintained by any Grantor on the date hereof are those listed on Schedule 6 (Bank
Accounts; Control Accounts). 
 Section 3.9 Commercial Tort Claims 

The only Commercial Tort Claims in excess of $1,000,000 of any Grantor existing on the date hereof (regardless of whether the amount,
defendant or other material facts can be determined and regardless of whether such Commercial Tort Claim has been asserted, threatened or has otherwise been made known to the obligee thereof or whether litigation has been commenced for such claims)
are those listed on Schedule 7 (Commercial Tort Claims), which sets forth such information separately for each Grantor. 
  

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 Section 3.10 Letters of Credit 

[Intentionally Omitted]. 

Section 3.11 Collateral Access Agreements, Bailee Letters, etc. 

Schedule 3.11 (Collateral Access Agreements, Bailee Letters, etc.) sets forth all collateral access agreements, bailee letters,
third party agreements relating to the location of the Collateral, or equivalent documents of each Loan Party as of the date hereof. In the event that any Collateral is at any time after the date hereof located on premises (other than a store
location or a factory store location) for which a collateral access agreement, bailee letter, third party agreement relating to the location of the Collateral, or equivalent document has not been obtained, Grantors shall promptly notify the
Administrative Agent thereof in writing. Within 30 days of Administrative Agent’s request, Grantors shall deliver to Administrative Agent a collateral access agreement, bailee letter, third party agreement relating to the location of the
Collateral or equivalent document duly authorized, executed and delivered by such person and the Grantors that is the owner of such Collateral. 

ARTICLE IV COVENANTS 

Each Grantor agrees with the Administrative Agent to the following, as long as any Obligation or Revolving Credit Commitment remains
outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing: 
 Section 4.1 Maintenance
of Perfected Security Interest; Further Documentation 
 (a) Such Grantor shall maintain the security interest created by
this Agreement as a first priority perfected security interest, subject to the Intercreditor Agreement and shall defend such security interest and such priority against the claims and demands of all Persons. 

(b) Such Grantor shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing
the Collateral and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Administrative Agent. 

(c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor,
such Grantor shall promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further action as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted, including the filing of any financing or continuation statement under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created
hereby and the execution and delivery of Deposit Account Control Agreements and Securities Account Control Agreements (other than with respect to those deposit accounts and securities accounts that are subject to existing Deposit Account Control
Agreements and Securities Account Control Agreements as of the date hereof). 
  

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 Section 4.2 Changes in Locations, Name, Etc. 

(a) Except upon 30 days’ prior written notice to the Administrative Agent and delivery to the Administrative Agent of (i) all
additional financing statements and other documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein and (ii) if applicable, a written supplement to
Schedule 4 (Location of Inventory and Equipment) showing (A) any additional locations at which Inventory or Equipment shall be kept or (B) any changes in any location where Inventory or Equipment shall be kept that would require the
Administrative Agent to take any action to maintain a perfected security interest in such Collateral, such Grantor shall not do any of the following: 

(i) permit any Inventory or Equipment that, in the aggregate, has a Fair Market Value in excess of $100,000 ,to be kept at
a location other than those listed on Schedule 4 (Location of Inventory and Equipment), except for: (a) Inventory or Equipment in transit, (b) Inventory sold in the ordinary course of such Grantor’s business, (c) Equipment
that is undergoing repairs or maintenance in the ordinary course of such Grantor’s business and (d) Inventory or Equipment located at a store location or factory store location; 

(ii) change its jurisdiction of organization or its location, in each case from that referred to in Section 3.3
(Jurisdiction of Organization; Chief Executive Office); or 
 (iii) change its legal name or organizational
identification number, if any, or corporation, limited liability company or other organizational structure to such an extent that any financing statement filed in connection with this Agreement would become seriously misleading. 

Section 4.3 Pledged Collateral 

Subject to the Intercreditor Agreement: 

(a) Such Grantor shall (i) deliver to the Administrative Agent, all certificates and Instruments representing or evidencing any
Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed
instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in
substantially the form of Annex 3 (Form of Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 4 (Form of Joinder Agreement), or such
other documentation acceptable to the Administrative Agent (it being acknowledged by the Administrative Agent that delivery of the Pledged Collateral constituting Term Loan Primary Collateral (as defined in the Intercreditor Agreement) is subject to
the terms of the Intercreditor Agreement) and (ii) maintain all other Pledged Collateral constituting Investment Property in a Control Account. Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement.
After the occurrence and during the continuation of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice to the Grantor, to transfer to or to register in its name or in the name of its
nominees any Pledged Collateral. The Administrative Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger
denominations. 
  

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 (b) Except as provided in Article V (Remedial Provisions), such Grantor shall be
entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends) with respect to the Pledged Collateral. After the occurrence and during the continuation of an Event of Default, any
sums paid upon or in respect of any Pledged Collateral upon the liquidation or dissolution of any issuer of any Pledged Collateral, any distribution of capital made on or in respect of any Pledged Collateral or any property distributed upon or with
respect to any Pledged Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in
favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum of money or property paid or distributed as described in the immediately
preceding sentence in respect of any Pledged Collateral shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative
Agent, segregated from other funds of such Grantor, as additional security for the Secured Obligations. 
 (c) Except as
provided in Article V (Remedial Provisions), such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, limited liability company and similar rights with respect to the Pledged Collateral; provided, however,
that no vote shall be cast, consent given or right exercised or other action taken by such Grantor that would impair the Collateral, be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any
other Financing Agreement or, without prior notice to the Administrative Agent, enable or permit any issuer of Pledged Collateral to issue any Stock or other equity Securities of any nature or to issue any other securities convertible into or
granting the right to purchase or exchange for any Stock or other equity Securities of any nature of any issuer of Pledged Collateral. 

(d) Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any Investment
Property to any Person other than the Administrative Agent, subject to the Interecreditor Agreement; provided, however, that the mere establishment of a Control Account shall not be deemed a violation of this clause (d). 

(e) In the case of each Grantor that is an issuer of Pledged Collateral, such Grantor agrees to be bound by the terms of this Agreement
relating to the Pledged Collateral issued by it and shall comply with such terms insofar as such terms are applicable to it. In the case of any Grantor that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged
Collateral, such Grantor consents to (i) the exercise of the rights granted to the Administrative Agent hereunder (including those described in Section 5.3 (Pledged Collateral)), and (ii) the pledge by each other Grantor,
pursuant to the terms hereof, of the Pledged Stock in such Person and to the transfer of such Pledged Stock to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a holder of such Pledged
Stock with all the rights, powers and duties of other holders of Pledged Stock of the same class and, if the Grantor having pledged such Pledged Stock hereunder had any right, power or duty at the time of such pledge or at the time of such
substitution beyond that of such other holders, with all such additional rights, powers and duties. Such Grantor agrees to execute and deliver to the Administrative Agent such certificates, agreements and other documents as may be necessary to
evidence, formalize or otherwise give effect to the consents given in this clause (e). 
  

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 Section 4.4 Accounts 

Except as permitted by the Credit Agreement, such Grantor shall not, other than in the ordinary course of business consistent with its
past practice, settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor, Credit Card Issuer or Credit Card Processor. 

Section 4.5 Delivery of Instruments and Chattel Paper 

If any amount in excess of $250,000 payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced
by an Instrument or Chattel Paper, such Grantor shall immediately deliver such Instrument or Chattel Paper to the Administrative Agent, duly indorsed in a manner satisfactory to the Administrative Agent, or, if consented to by the Administrative
Agent, shall mark all such Instruments and Chattel Paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Citicorp USA, Inc., as Administrative Agent”.

 Section 4.6 Intellectual Property 

(a) Such Grantor (either itself or through licensees) shall (i) continue to use each trademark that is Material Intellectual Property
in order to maintain such trademark in full force and effect with respect to each class of goods for which such trademark is currently used, free from any claim of abandonment for non-use, (ii) use such trademark that is Material Intellectual
Property with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law and (iii) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act
whereby such trademark that is Material Intellectual Property (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way. 

(b) Such Grantor (either itself or through licensees) shall not do any act, or omit to do any act, whereby any patent that is Material
Intellectual Property may become forfeited, abandoned or dedicated to the public. 
 (c) Such Grantor (either itself or through
licensees) (i) shall not (and shall not permit any licensee or sublicensee thereof to) do any act or omit to do any act whereby any portion of the copyrights that is Material Intellectual Property may become invalidated or otherwise impaired
and (ii) shall not (either itself or through licensees) do any act whereby any portion of the copyrights that is Material Intellectual Property may fall into the public domain. 

(d) Such Grantor (either itself or through licensees) shall not do any act that knowingly infringes, misappropriates, or violates the
intellectual property rights of any other Person. 
 (e) Such Grantor shall notify the Administrative Agent immediately if it
knows, or has reason to know, that any application or registration relating to any Material Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including the institution
of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of, right to use,
interest in, or the validity of, any Material Intellectual Property or such Grantor’s right to register the same or to own and maintain the same. 
  

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 (f) Whenever such Grantor, either by itself or through any agent, licensee or designee,
shall file an application for the registration of any Material Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency within or outside the United States, such
Grantor shall report such filing to the Administrative Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, such Grantor shall execute and deliver, and have
recorded, all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s security interest in any such Material Intellectual Property and the goodwill and general intangibles of
such Grantor relating thereto or represented thereby. 
 (g) Such Grantor shall take all reasonable actions necessary or
requested by the Administrative Agent, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, to maintain and pursue each application (and to obtain the
relevant registration) and to maintain each registration of Material Intellectual Property, including filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition and interference and cancellation proceedings.

 (h) In the event that any Material Intellectual Property is or has been infringed upon or misappropriated or diluted by a
third party, such Grantor shall notify the Administrative Agent promptly after such Grantor learns thereof. Such Grantor shall take appropriate action in response to such infringement, misappropriation of dilution, including promptly bringing suit
for infringement, misappropriation or dilution and to recover all damages for such infringement, misappropriation of dilution, and shall take such other actions may be appropriate in its reasonable judgment under the circumstances to protect such
Material Intellectual Property. 
 (i) Unless otherwise agreed to by the Administrative Agent, such Grantor shall execute and
deliver to the Administrative Agent for filing in (i) the United States Copyright Office a short-form copyright security agreement in the form attached hereto as Annex 5 (Form of Short Form Intellectual Property Security Agreement),
(ii) in the United States Patent and Trademark Office and with the Secretary of State of all appropriate States of the United States a short-form patent security agreement in the form attached hereto as Annex 5 (Form of Short Form
Intellectual Property Security Agreement) and (iii) the United States Patent and Trademark Office a short-form trademark security agreement in form attached hereto as Annex 5 (Form of Short Form Intellectual Property Security Agreement)
(together with appropriate supporting documentation as may be requested by the Administrative Agent) in form and substance reasonably acceptable to the Administrative Agent. 

Section 4.7 License Agreements 

(a) With respect to a License Agreement applicable to Material Intellectual Property that is owned by a third party and licensed to a
Grantor and that is affixed to or otherwise used in connection with the manufacture, sale or distribution of any Inventory, each Grantor shall (i) give the Administrative Agent not less than ninety (90) days prior written notice of its
intention to not renew or to terminate, cancel, surrender or release its rights under any such 
  

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License Agreement, or to amend any such License Agreement or related arrangements to limit the scope of the right of such Grantor to use the Material Intellectual Property subject to such License
Agreement, either with respect to product, territory, term or otherwise, or to increase the amounts to be paid by such Grantor thereunder or in connection therewith (and the Administrative Agent may establish such Reserves as a result of any of the
foregoing as the Administrative Agent may reasonably determine), (ii) give the Administrative Agent prompt written notice of any such License Agreement entered into by such Grantor after the date hereof, or any material amendment to any such
License Agreement existing on the date hereof, in each case together with a true, correct and complete copy thereof and such other information with respect thereto as the Administrative Agent may reasonably request, (iii) give the
Administrative Agent prompt written notice of any material breach of any obligation, or any default, by the third party that is the licensor or by the Grantor that is the licensee or any other party under any such License Agreement, and deliver to
the Administrative Agent (promptly upon the receipt thereof by such Grantor in the case of a notice to such Grantor and concurrently with the sending thereof in the case of a notice from such Grantor) a copy of each notice of default and any other
notice received or delivered by such Grantor in connection with any such a License Agreement that relates to the scope of the right, or the continuation of the right, of such Grantor to use the Material Intellectual Property subject to such License
Agreement or the amounts required to be paid thereunder. 
 (b) With respect to a License Agreement applicable to Material
Intellectual Property that is owned by a third party and licensed to a Grantor and that is affixed to or otherwise used in connection with the manufacture, sale or distribution of any Inventory, at any time an Event of Default shall exist or have
occurred and be continuing or if after giving effect to any Reserves, or the reduction in the applicable Borrowing Base as a result of Eligible Inventory using such licensed Material Intellectual Property ceasing to be Eligible Inventory, the
Administrative Agent shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such License Agreement, whether in its own name and behalf, or in the name and behalf of a designee or nominee
of the Administrative Agent or in the name and behalf of such Grantor, subject to and in accordance with the terms of such License Agreement. The Administrative Agent may, but shall not be required to, perform any or all of such obligations of such
Grantor under any of the License Agreements, including, but not limited to, the payment of any or all sums due from such Grantor thereunder. Any sums so paid by the Administrative Agent shall constitute part of the Secured Obligations. 

Section 4.8 Insurance 

[Intentionally Omitted] 

Section 4.9 Notice of Commercial Tort Claims 

Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim in excess of $ 1,000,000 (whether from another
Person or because such Commercial Tort Claim shall have come into existence), (i) such Grantor shall, immediately upon such acquisition, deliver to the Administrative Agent, in each case in form and substance reasonably satisfactory to the
Administrative Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) containing a specific description of such Commercial Tort Claim, (ii) the provision
of Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative
Agent, any certificate, agreement and other document, and take all other action, 
  

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deemed by the Administrative Agent to be reasonably necessary or appropriate for the Administrative Agent to obtain, on behalf of the Lenders, subject to the Intercreditor Agreement, a
first-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 (Commercial Tort Claims) delivered pursuant to this Section 4.9 (Notice of Commercial Tort Claims) shall, after the
receipt thereof by the Administrative Agent, become part of Schedule 7 (Commercial Tort Claims) for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt. 

Section 4.10 Credit Card Agreements 

Each Grantor shall (a) observe and perform all material terms, covenants, conditions and provisions of the Credit Card Agreements to
be observed and performed by it at the times set forth therein; and (b) at all times maintain in full force and effect the Credit Card Agreements and not terminate, cancel, surrender, modify, amend, waive or release any of the Credit Card
Agreements, or consent to or permit to occur any of the foregoing; except, that, (i) any Grantor may terminate or cancel any of the Credit Card Agreements in the ordinary course of the business of such Grantor; provided, that, such
Grantor shall give the Administrative Agent not less than fifteen (15) days prior written notice of its intention to so terminate or cancel any of the Credit Card Agreements; (c) not enter into any new Credit Card Agreements with any new
Credit Card Issuer unless (i) the Administrative Agent shall have received not less than thirty (30) days prior written notice of the intention of such Grantor to enter into such agreement (together with such other information with respect
thereto as the Administrative Agent may request) and (ii) such Grantor delivers, or causes to be delivered to the Administrative Agent, a Credit Card Acknowledgment in favor of the Administrative Agent, (d) give the Administrative Agent
immediate written notice of any Credit Card Agreement entered into by such Grantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as the Administrative Agent may
request; and (e) furnish to the Administrative Agent, promptly upon the request of the Administrative Agent, such information and evidence as the Administrative Agent may require from time to time concerning the observance, performance and
compliance by such Grantor or the other party or parties thereto with the terms, covenants or provisions of the Credit Card Agreements. 

Section 4.11 Inventory Covenants 

(a) Such Grantor shall at all times maintain Inventory records reasonably satisfactory to the Administrative Agent, keeping correct and
accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Grantor’s cost therefor and daily withdrawals therefrom and additions thereto; 

(b) Such Grantor shall produce, use, store and maintain the Inventory, with all reasonable care and caution and in accordance with
applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); 

(c) Such Grantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of
the Inventory; 
 (d) Such Grantor shall not sell Inventory to any customer on approval, or any other basis which entitles the
customer to return or may obligate any Grantor to repurchase such Inventory except for the right of return given to retail customers of such Grantor in the ordinary course of the business of such Grantor in accordance with the then current return
policy of such Grantor; 
  

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 (e) Such Grantor shall keep the Inventory in good and marketable condition; 

(f) Such Grantor shall not, without prior written notice to the Administrative Agent or the specific identification of such Inventory in
a report with respect thereto provided by Borrower Agent to Administrative Agent, acquire or accept any Inventory on consignment or approval. 

ARTICLE V REMEDIAL PROVISIONS 

Section 5.1 Code and Other Remedies 

During the continuance of an Event of Default, the Administrative Agent may exercise, in addition to all other rights and remedies granted
to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of
the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all
and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to
purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any
Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right
upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any
Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that the Administrative
Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and
expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including
reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative
Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire
against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed
reasonable and proper if given at least 10 days before such sale or other disposition. 
  

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 Section 5.2 Accounts and Payments in Respect of General Intangibles

 (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement, if required by the
Administrative Agent at any time during the continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Grantor, shall be forthwith (and, in any event, within two Business Days)
deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent, in an Approved Deposit Account or a Cash Collateral Account, subject to withdrawal, and shall be applied by the Administrative Agent in
respect of any Obligations as provided in Section 5.4 (Proceeds to be Turned Over To Administrative Agent). Until so turned over or turned over, such payment shall be held by such Grantor in trust for the Administrative Agent, segregated
from other funds of such Grantor. Such deposits of Proceeds of Accounts and payments in respect of General Intangibles shall, at the request of the Administrative Agent after the occurrence and during the continuation of an Event of Default, be
summarized by a report identifying in reasonable detail the nature and source of the payments included in such deposits. 
 (b)
At the Administrative Agent’s request, during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions that gave
rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts (other than with respect to the sale of Inventory in the ordinary course, which shall be summarized in a report at the
request of the Administrative Agent. 
 (c) The Administrative Agent may, without notice, at any time during the continuance of
an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof. 

(d) The Administrative Agent in its own name or in the name of others may at any time during the continuance of an Event of Default
communicate with Account Debtors to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. 

(e) Upon the request of the Administrative Agent at any time during the continuance of an Event of Default, each Grantor shall notify
Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Administrative Agent and that payments in respect thereof shall be made directly to the Administrative Agent. In addition, the Administrative Agent may
at any time during the continuance of an Event of Default enforce such Grantor’s rights against such Account Debtors and obligors of General Intangibles. 

(f) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts and payments in respect,
of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Administrative Agent nor any other
Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Administrative Agent nor any other
Secured Party of any payment relating thereto, nor shall the Administrative Agent nor any other Secured Party be obligated in any manner to perform any obligation of any Grantor under or pursuant to any agreement giving rise to an Account or a
payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by 

 

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it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that
may have been assigned to it or to which it may be entitled at any time or times. 
 Section 5.3 Pledged
Collateral 
 Subject to the Intercreditor Agreement: 

(a) During the continuance of an Event of Default, upon notice by the Administrative Agent to the relevant Grantor or Grantors,
(i) the Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and (ii) the Administrative Agent or its
nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or
otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any
of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any
Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received
by it; provided, however, that the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. 

(b) In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise
pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, in each case after the occurrence and during the continuation of an Event of Default, (i) each Grantor shall promptly execute and
deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the
effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder
of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at
such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such
Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations. 

(c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to
(i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement,
without any other or further instructions from such Grantor, and each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect
to the Pledged Collateral directly to the Administrative Agent. 
  

 20 









 PLEDGE AND SECURITY
AGREEMENT 
 J. CREW GROUP INC. 

 

 Section 5.4 Proceeds to be Turned Over To Administrative Agent

 Upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly provided in the Credit
Agreement, all Proceeds received by the Administrative Agent hereunder in cash or Cash Equivalents shall be held by the Administrative Agent in a Cash Collateral Account. All Proceeds while held by the Administrative Agent in a Cash Collateral
Account (or by such Grantor in trust for the Administrative Agent) shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in the Credit Agreement. 

Section 5.5 Registration Rights 

[Intentionally Omitted] 

Section 5.6 Deficiency 

Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to
pay the Secured Obligations and the fees and disbursements of any attorney employed by the Administrative Agent or any other Secured Party to collect such deficiency. 

ARTICLE VI THE ADMINISTRATIVE AGENT 

Section 6.1 Administrative Agent’s Appointment as Attorney-in-Fact 

(a) Subject to the Intercreditor Agreement, each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any
officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose
of carrying out the terms of this Agreement, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the
foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following: 

(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any check,
draft, note, acceptance or other instrument for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or
otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable; 

(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document
or paper as the Administrative Agent may request to evidence the Administrative Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;

  

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 PLEDGE AND SECURITY
AGREEMENT 
 J. CREW GROUP INC. 

 

 (iii) pay or discharge taxes and Liens levied or placed on or threatened
against the Collateral, effect any repair or pay any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof); 

(iv) execute, in connection with any sale provided for in Section 5.1 (Code and Other Remedies), any
endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; or 
 (v)
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for,
collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express bill, bill of lading,
storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent
jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any
such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property (along with the goodwill of the business related thererto)
throughout the world for such term or terms, on such conditions, and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such
assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and
do, at the Administrative Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the
Administrative Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. 

Anything in this clause (a) to the contrary notwithstanding, the Administrative Agent agrees that it shall not exercise any right under the
power of attorney provided for in this clause (a) unless an Event of Default shall be continuing. 
 (b) If any
Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

 (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this
Section 6.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Loans that are Base Rate Loans under the Credit Agreement, from the date of payment by the
Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. 
  

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 PLEDGE AND SECURITY
AGREEMENT 
 J. CREW GROUP INC. 

 

 (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to
be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released. 

Section 6.2 Duty of Administrative Agent 

The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its
possession shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any other Secured Party nor any of their respective officers, directors, employees
or agents shall be liable for failure to demand, collect or realize upon any Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person
or to take any other action whatsoever with regard to any Collateral. The powers conferred on the Administrative Agent hereunder are solely to protect the Administrative Agent’s interest in the Collateral and shall not impose any duty upon the
Administrative Agent or any other Secured Party to exercise any such powers. The Administrative Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and
neither they nor any of their respective officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. 

Section 6.3 Authorization of Financing Statements 

Each Grantor authorizes the Administrative Agent and its Affiliates, counsel and other representatives, at any time and from time to time,
to file or record financing statements, amendments to financing statements, and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the Administrative Agent reasonably determines
appropriate to perfect the security interests of the Administrative Agent under this Agreement. Each Grantor hereby also authorizes the Administrative Agent and its Affiliates, counsel and other representatives, at any time and from time to time, to
file continuation statements with respect to previously filed financing statements. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or
recording in any jurisdiction. 
 Section 6.4 Authority of Administrative Agent 

Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action
taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between
the Administrative Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors, the
Administrative Agent shall be conclusively presumed to be acting as agent for the Administrative Agent and the other Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or
entitlement, to make any inquiry respecting such authority. 
  

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 PLEDGE AND SECURITY
AGREEMENT 
 J. CREW GROUP INC. 

 

 ARTICLE VII MISCELLANEOUS 

Section 7.1 Amendments in Writing 

None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with
Section 11.1 (Amendments, Waivers, Etc.) of the Credit Agreement; provided, however, that annexes to this Agreement may be supplemented (but no existing provisions may be modified and no Collateral may be released) through Pledge
Amendments and Joinder Agreements, in substantially the form of Annex 3 (Form of Pledge Amendment) and Annex 4 (Form of Joinder Agreement) respectively, in each case duly executed by the Administrative Agent and each Grantor
directly affected thereby. 
 Section 7.2 Notices 

All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided
for in Section 11.8 (Notices, Etc.) of the Credit Agreement; provided, however, that any such notice, request or demand to or upon any Grantor shall be addressed to the Grantor’s notice address set forth in such
Section 11.8. 
 Section 7.3 No Waiver by Course of Conduct;
Cumulative Remedies 
 Neither the Administrative Agent nor any other Secured Party shall by any act (except by a written
instrument pursuant to Section 7.1 (Amendments in Writing)), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to
exercise, nor any delay in exercising, on the part of the Administrative Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy that the Administrative Agent or such other Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are
not exclusive of any other rights or remedies provided by law. 
 Section 7.4
Amendment and Restatement; Effectiveness 
 (a) This Agreement shall become effective on the Effective Date.

 (b) On the Effective Date, the Existing Credit Agreement shall be amended and restated by the Credit Agreement together with
this Agreement, and the Existing Credit Agreement (as amended and restated by the Credit Agreement and this Agreement) shall continue to evidence the Liens granted thereunder and the incurrence by the Grantors of obligations thereunder (whether or
not such obligations are contingent as of the Effective Date). This Agreement is not in any way intended to constitute a novation of the Liens, interests or any obligations or liabilities existing under or granted pursuant to the Existing Credit
Agreement or evidence payment or performance of all or any portion of such obligations and liabilities or the release of any lien under the Existing Credit Agreement. 

 

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 PLEDGE AND SECURITY
AGREEMENT 
 J. CREW GROUP INC. 

 

 (c) The terms and conditions of this Agreement and the Administrative Agent’s, the
Lenders’ and the Issuers’ rights and remedies under this Agreement and the other Financing Agreements shall apply to (i) all of the Obligations incurred under the Credit Agreement and the Revolving Credit Notes issued thereunder and
all Obligations of the Grantors incurred under the Financing Agreements and (ii) all of the obligations incurred under the Existing Credit Agreement and all obligations of the Grantors incurred under the “Financing Agreements” (as
defined in the Existing Credit Agreement) (the “Existing Financing Agreements”). 
 (d) Each Grantor hereby
reaffirms the liens granted pursuant to the Existing Financing Agreements to the Existing Agent for the benefit of the secured parties thereunder, which Liens shall continue in full force and effect during the term of this Agreement and any renewals
thereof and shall continue to secure the Secured Obligations. 
 (e) This amendment and restatement is limited as written and is
not a consent to any other amendment, restatement, waiver or other modification, whether or not similar, and, except as expressly provided herein or in any other Financing Agreement, all terms and conditions of the Financing Agreements remain in
full force and effect unless otherwise specifically amended by this Agreement or any other Financing Agreement. 

Section 7.5 Successors and Assigns 

This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Administrative Agent
and each other Secured Party and their successors and assigns; provided, however, that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative
Agent. 
 Section 7.6 Counterparts 

This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by
telecopy), 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. Signature pages may be detached from multiple counterparts and attached to a single counterpart
so that all signature pages are attached to the same document. Delivery of an executed counterpart by telecopy shall be effective as delivery of a manually executed counterpart. 

Section 7.7 Severability 

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction. 
  

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 PLEDGE AND SECURITY
AGREEMENT 
 J. CREW GROUP INC. 

 

 Section 7.8 Section Headings 

The Article and Section titles contained in this Agreement are, and shall be, without substantive meaning or content of any kind
whatsoever and are not part of the agreement of the parties hereto. 
 Section 7.9 Entire Agreement

 This Agreement together with the other Financing Agreements represents the entire agreement of the parties and supersedes all
prior agreements and understandings relating to the subject matter hereof. 
 Section 7.10 Governing Law

 This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York. 
 Section 7.11 Additional Grantors 

If, pursuant to Section 7.11 (Additional Collateral and Guaranties) of the Credit Agreement, the Borrowers shall be required
to cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such Subsidiary shall execute and deliver to the Administrative Agent a Joinder Agreement substantially in the form of Annex 4 (Form of Joinder Agreement) and shall
thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Grantor party hereto on the Effective Date. 

Section 7.12 Release of Collateral 

(a) At the time provided in Section 10.8(b)(i) (Concerning the Collateral and the Collateral Documents) of the Credit
Agreement, the Collateral shall be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate,
all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent
shall deliver to such Grantor any Collateral of such Grantor held by the Administrative Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. 

(b) If the Administrative Agent shall be directed or permitted pursuant to Section 10.8(b)(ii) or (iii)
(Concerning the Collateral and the Collateral Documents) of the Credit Agreement to release any Lien created hereby upon any Collateral (including any Collateral sold or disposed of by any Grantor in a transaction permitted by the Credit
Agreement), such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, Section 10.8(b)(ii) or (iii) (Concerning the Collateral and the Collateral
Documents) of the Credit Agreement. In connection therewith, the Administrative Agent, at the request and sole expense of the Grantors, shall execute and deliver to the Grantors all releases or other documents, including, without limitation, UCC
termination statements, reasonably necessary or desirable for the release of the Lien created hereby on such Collateral. At the request and sole expense of the Grantors, a Grantor shall be released from its obligations

  

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 PLEDGE AND SECURITY
AGREEMENT 
 J. CREW GROUP INC. 

 

 
hereunder in the event that all the Stock of such Grantor shall be so sold or disposed; provided, however, that the Grantors shall have delivered to the Administrative Agent, at least ten
Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection
therewith, together with a certification by the Grantors in form and substance reasonably satisfactory to the Administrative Agent stating that such transaction is in compliance with the Credit Agreement and the other Financing Agreements.

 Section 7.13 Reinstatement 

Each Grantor further agrees that, if any payment made by any Loan Party or other Person and applied to the Obligations is at any time
annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of Collateral are required to be returned by any Secured Party to such Loan Party, its
estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such
liability shall be and remain in full force and effect, as fully as if such payment had never been made or, if prior thereto the Lien granted hereby or other Collateral securing such liability hereunder shall have been released or terminated by
virtue of such cancellation or surrender), such Lien or other Collateral shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect any Lien or other
Collateral securing the obligations of any Grantor in respect of the amount of such payment. 
 [SIGNATURE
PAGES FOLLOW] 
  

 27 








 IN WITNESS WHEREOF, each of the undersigned has
caused this Amended and Restated Pledge and Security Agreement to be duly executed and delivered as of the date first above written. 
  

			
	 Grantors:

	
	 J. CREW OPERATING CORP.

	 J. CREW INC.

	 GRACE HOLMES, INC.

	 H.F.D. NO. 55, INC.

	 MADEWELL INC.

	 J. CREW GROUP, INC.

		
	 By:
	 	 /s/ James S. Scully

		 	Name: James S. Scully
		 	Title:   Chief Financial Officer
	
	 J. CREW INTERNATIONAL, INC.

		
	 By:
	 	 /s/ Nicholas P. Lamberti

		 	 Name: Nicholas P. Lamberti

		 	 Title:   Vice President and Controller




 

			
	 ACCEPTED AND AGREED

	as of the date first above written:
	
	 CITICORP USA, INC., 

	 as Administrative Agent

		
	By:	 	  

		 	Name:
		 	Title:

 [SIGNATURE
PAGE TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT] 







 IN WITNESS WHEREOF, each of the undersigned has
caused this Amended and Restated Pledge and Security Agreement to be duly executed and delivered as of the date first above written. 
  

			
	Grantors:
	
	J. CREW OPERATING CORP.
	J. CREW INC.
	GRACE HOLMES, INC.
	H.F.D. NO. 55, INC.
	MADEWELL INC.
	J. CREW GROUP, INC.
		
	By:	 	  

		 	Name: James S. Scully
		 	Title:   Chief Financial Officer
	
	 J. CREW INTERNATIONAL, INC.

		
	By:	 	  

		 	Name: Nicholas P. Lamberti
		 	Title:   Vice President and Controller


  

			
	ACCEPTED AND AGREED
	as of the date first above written:
	
	CITICORP USA, INC., 
	as Administrative Agent
		
	By:	 	 /s/ Thomas M. Halsch

		 	Name: Thomas M. Halsch
		 	Title:   Director


[SIGNATURE PAGE TO AMENDED AND RESTATED
PLEDGE AND SECURITY AGREEMENT] 









 IN WITNESS WHEREOF, each of the undersigned has
caused this Pledge and Security Agreement to be duly executed and delivered as of the date first above written. 
  

			
	J. CREW OPERATING CORP.
	J. CREW INC.
	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 INTERNATIONAL, INC.
	MADEWELL INC.
	as Grantors
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	 ACCEPTED AND AGREED

	 as of the date first above written:

	
	CITICORP USA, INC.,
	as Administrative Agent
		
	By:	 	  

		 	Name:
		 	Title:

 [SIGNATURE
PAGE TO PLEDGE AND SECURITY AGREEMENT FOR’S CREDIT AGREEMENT] 









 ANNEX 1 

TO 

PLEDGE AND SECURITY AGREEMENT 

FORM OF DEPOSIT ACCOUNT CONTROL AGREEMENT

                  ,
     
 [Financial Institution] 

[Address] 
 Ladies and Gentlemen: 

Reference is made to account no.
[                                ] maintained with you (the “Bank”)
by [                                ] (the “Company”), [as borrower]
[as guarantor] into which funds are deposited from time to time (the “Account”). The Company has entered into a Pledge and Security Agreement, dated as of May     , 2007 (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”), among the Company, 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”), J. CREW GROUP INC. (“Holdings”) and J. CREW
INTERNATIONAL,
INC.(“JCI”) (each a “Grantor” and collectively the “Grantors”) and Citicorp USA, Inc., as agent for the Secured Parties referred to therein (in such capacity the
“Administrative Agent”). 
 Pursuant to the Pledge and Security Agreement and related documents, the Company
has granted to the Administrative Agent, for the benefit of the Secured Parties, a security interest in certain property of the Company, including, among other things, accounts, inventory, equipment, instruments, general intangibles and all proceeds
thereof (the “Collateral”). Payments with respect to the Collateral are or hereafter may be made to the Account. You, the Company and the Administrative Agent are entering into this letter agreement to perfect the security interest
of the Administrative Agent in the Account. 
 The Company hereby transfers to the Administrative Agent exclusive control of the
Account and all funds and other property on deposit therein. By your execution of this letter agreement, you (i) agree that you shall comply with instructions originated by the Administrative Agent directing disposition of the funds in the
Account without further consent of the Company and (ii) acknowledge and agree that the Administrative Agent now has exclusive control of the Account, that all funds and other property on deposit in the Account shall be transferred to the
Administrative Agent as provided herein, that the Account is being maintained by you for the benefit of the Administrative Agent and that all amounts and other property therein are held by you as custodian for the Administrative Agent. 

Except as provided in clauses (b)(iii) and (e) below, the Account shall not be subject to deduction, set-off,
banker’s lien, counterclaim, defense, recoupment or any other right in favor of any person or entity other than the Administrative Agent. By your execution of this letter agreement you also acknowledge that, as of the date hereof, you have
received no notice of any other pledge or assignment of the Account and have not executed any agreements with third parties covering the disposition of funds in the Account. You agree with the Administrative Agent as follows: 

(a) Notwithstanding anything to the contrary or any other agreement relating to the Account,. the Account is and shall be
maintained for the benefit of the Administrative Agent shall be subject to written instructions only from an authorized officer of the Administrative Agent. 
  

 A1-1 








 (b) [A post office box (the “Lockbox”) has been rented in
the name of the Company at the [                                ] post office and
the address to be used for such Lockbox is: 
           [Insert address]

 Your authorized representatives shall have access to the Lockbox under the authority given by the Company to the post office
and shall make regular pick-ups from the Lockbox timed to gain maximum benefit of early presentation and availability of funds. You shall endorse process all checks received in the Lockbox and deposit such checks (to the extent eligible) in the
Account in accordance with the procedures set forth below. 
 (i) You shall follow your usual operating
procedures for the handling of any [checks received from the Lockbox or other] remittance received in the Account that contains restrictive endorsements, irregularities (such as a variance between the written and numerical amounts), undated or
postdated items, missing signatures, incorrect payees and the like. 
 (ii) You shall endorse and process all
eligible checks and other remittance items not covered by clause (iii) below and deposit such checks and remittance items in the Account. 

(iii) You shall mail all checks returned unpaid because of uncollected or insufficient funds under appropriate advice to
the Company (with a copy of the notification of return to the Administrative Agent). You may charge the Account for the amounts of any returned check that has been previously credited to the Account. To the extent insufficient funds remain in the
Account to cover any such returned check, the Company shall indemnify you for the uncollected amount of such returned check upon your demand. 

(iv) You shall maintain a record of all checks and other remittance items received in the Account and, in addition to
providing the Company with photostatic copies thereof, vouchers, enclosures and the like of such checks and remittance items on a daily basis, furnish to the Administrative Agent a monthly statement of the Account to Citicorp USA, Inc., as
Administrative Agent at the following address: 388 Greenwich Street, New York, New York 10013, Attention:
[                                ], with a copy to the Company.] 

[(c) Prior to the delivery to you of a written notice from the Administrative Agent in the form of Exhibit A hereto (a
“Blockage Notice”), you are authorized to transfer to the Company, in same day funds, on each business day, the entire balance in the Account to the following account: 

ABA Number:
                                 

[name and address of Company’s bank] 
  


 A1-2 









	
	 Account Name:
                                         
           

	
                        
                Concentration Account

	 Account Number:
                                         
       

	 Reference:
                                         
                   

	 Attn:
                                         
                             



or to such other account as the Company may from time to time designate in writing.] 

(d) [From and after the delivery to you of a Blockage Notice, you] [You] shall transfer (by wire transfer or other method
of transfer mutually acceptable to you and the Administrative Agent) to the Administrative Agent, in same day funds, on each business day, the entire balance in the Account to the following account: 

 

	
	 ABA Number:
                                         
           

	 Citibank, N.A.

	 388 Greenwich Street

	 New York, New York 10013

	
	 Account Name:
                                         
           

	
                        
                Concentration Account

	
	 Account Number:
                                         
          

	 Reference:
                                         
                       

	 Attn:
                                         
                                



or to such other account as the Administrative Agent may from time to time designate in writing (the “Administrative Agent
Concentration Account”). 
 (e) All customary service charges and fees with respect to the Account shall
be debited to the Account. In the event insufficient funds remain in the Account to cover such customary service charges and fees, the Company shall pay and indemnify you for the amounts of such customary service charges and fees. 

This letter agreement shall be binding upon and shall inure to the benefit of you, the Company, the Administrative Agent, the Secured
Parties referred to in the Pledge and Security Agreement and the respective successors, transferees and assigns of any of the foregoing. This letter agreement may not be modified except upon the mutual consent of the Administrative Agent, the
Company and you. You may terminate the letter agreement only upon 30 days’ prior written notice to the Company and the Administrative Agent. The Administrative Agent may terminate this letter agreement upon 10 days’ prior written notice to
you and the Company. Upon such termination you shall close the Account and transfer all funds in the Account to the Administrative Agent Concentration Account or as otherwise directed by the Administrative Agent. After any such termination, you
shall nonetheless remain obligated promptly to transfer to the Administrative Agent Concentration Account or as the Administrative Agent may otherwise direct all funds and other property received in respect of the Account. 

This letter agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this letter agreement by telecopier shall be
effective as delivery of a manually executed counterpart of this letter agreement. 
  

 A1-3 








 This letter agreement supersedes all prior agreements, oral or written, with respect to the
subject matter hereof and may not be amended, modified or supplemented except by a writing signed by the Administrative Agent, the Company and you. You have not, and, without the prior consent of the Administrative Agent and the Company, you shall
not, agree with any third part to comply with instructions or other directions concerning the Account or the disposition of funds in the Account originated by such third party. 

The Company hereby agrees to indemnify and hold you, your directors, officers, agents and employees harmless against all claims, causes
of action, liabilities, lawsuits, demands and damages, including, without limitation, all court costs and reasonable attorney fees, in each case in any way related to or arising out of or in connection with this letter agreement or any action taken
or not taken pursuant hereto, except to the extent caused by your gross negligence or willful misconduct. 
 This letter
agreement shall be governed by, and construed in accordance with, the law of the State of New York. 
  

 A1-4 








 Upon acceptance of this letter agreement it shall be the valid and binding obligation of the
Company, the Administrative Agent, and you, in accordance with its terms. 
  

			
	 Very truly yours,
  

[NAME OF COMPANY]

		
	By:	 	  

		 	Name:
		 	Title:
	
	CITICORP USA, INC.,
	as Administrative Agent
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	 ACKNOWLEDGED AND AGREED

as of the date first above written:

	
	[FINANCIAL INSTITUTION]
		
	By:	 	  

		 	Name:
		 	Title:

 [SIGNATURE
PAGE TO DEPOSIT ACCOUNT CONTROL ACCOUNT AGREEMENT] 
  

 A1-5 








 EXHIBIT A 

TO 

DEPOSIT ACCOUNT CONTROL AGREEMENT 

Form of Administrative Agent Blockage Notice 

[Financial Institution] 
 [Address] 

 

	 	Re:	Account No.
                             (the “Account”) 


Ladies and Gentlemen: 

Reference is made to the Account and that certain Deposit Account Control Agreement dated
                 , 20     among you, Citicorp USA, Inc., as Administrative Agent (the “Administrative Agent”),
and [                                 ] (the “Deposit Account Control
Agreement”). Capitalized terms used herein shall have the meanings given to them in the Deposit Account Control Agreement. 

The Administrative Agent hereby notifies you that, from and after the date of this notice, you are hereby directed to transfer (by wire
transfer or other method of transfer mutually acceptable to you and the Administrative Agent) to the Administrative Agent, in same day funds, on each business day, the entire balance in the Account to the Administrative Agent Concentration Account
specified in clause (d) of the Deposit Account Control Agreement or to such other account as the Administrative Agent may from time to time designate in writing. 

 

			
	 Very truly yours,

	
	 CITICORP USA, INC,

as Administrative Agent

		
	 By:
	 	  

		 	 Name:

		 	Title:


  

 A1-6 








 ANNEX 2 

TO 

PLEDGE AND SECURITY AGREEMENT 

FORM OF SECURITIES ACCOUNT CONTROL AGREEMENT

 [Name and Address 
 of Approved
Securities 
 Intermediary] 
  

	
	                 ,
20    

 Ladies and Gentlemen: 

The undersigned
                                 (the “Pledgor”) together with
certain of its affiliates are party to a Pledge and Security Agreement dated May     , 2007 in favor of Citicorp USA, Inc., as agent for the Secured Parties referred to therein (the “Pledgee” and such
agreement the “Pledge and Security Agreement”) pursuant to which a security interest is granted by the Pledgor in all present and future Assets (hereinafter defined) in Account No.
                                 of the Pledgor (the “Pledge”).

 In connection therewith, the Pledgor hereby instructs you (the “Approved Securities
Intermediary”)
to do all of the following: 
  

	 	1.	hold in the Account the assets, including, without limitation, all financial assets, securities, security entitlements and all other property and rights now or
hereafter received in such Account (collectively the “Assets”), including, without limitation, those assets listed on Schedule A (List of Assets) attached hereto and made a part hereof; 


 

	 	2.	provide to the Pledgee, with a duplicate copy to the Pledgor, a monthly statement of Assets and a confirmation statement of each transaction effected in the Account
after such transaction is effected; and 

  

	 	3.	honor only the instructions or entitlement orders (within the meaning of Section 8-102 of the UCC (as defined below) (the “Entitlement Orders”) in
regard to or in connection with the Account given by an Authorized Officer of the Pledgee, except as provided in the following sentence. Until such time as the Pledgee gives a written notice in the form of Exhibit A hereto to the Approved Securities
Intermediary that the Pledgor’s rights under this sentence have been terminated (on which notice the Approved Securities Intermediary may rely exclusively), the Pledgor acting through an Authorized Officer may (a) exercise any voting right
that it may have with respect to any Asset, (b) give Entitlement Orders and otherwise give instructions to enter into purchase or sale transactions in the Account and (c) withdraw and receive for its own use all regularly scheduled
interest [and dividends] paid with respect to the Assets [and all cash proceeds of any sale of Assets] (“Permitted Withdrawals”); provided, however, that, unless the Pledgee has consented to the specific transaction, the Pledgor
shall not instruct the Approved Securities Intermediary to deliver and, except as 

  

 A2-1 









	 	may be required by law or by court order, the Approved Securities Intermediary shall not deliver, cash, securities, or proceeds from the sale of, or distributions on,
such securities out of the Account to the Pledgor or to any other person or entity other than Permitted Withdrawals. 


By its signature below, the Approved Securities Intermediary agrees to comply with the Entitlement Orders and instructions of an
Authorized Officer of the Pledgee (including, without limitation, any instruction with respect to sales, trades, transfers and withdrawals of cash or other of the Assets) without the further consent of the Pledgor or any other person (it being
understood and agreed by the Pledgor that the Approved Securities Intermediary shall have no duty or obligation whatsoever to have knowledge of the terms of the Pledge and Security Agreement or to determine whether or not an event of default exists
thereunder). The Pledgor hereby agrees to indemnify and hold harmless the Approved Securities Intermediary, its affiliates, officers and employees from and against all claims, causes of action, liabilities, lawsuits, demands and damages, including,
without limitation, all court costs and reasonable attorney’s fees, that may result by reason of the Approved Securities Intermediary complying with such instructions of the Pledgee. 

The Authorized Officer of the Pledgee who shall give oral instructions hereunder shall confirm the same in writing to the Approved
Securities Intermediary within five days after such oral instructions are given. 
 For the purpose of this Agreement, the term
“Authorized Officer of the Pledgor” shall refer in the singular to each of the chairman, chief executive officer, chief financial officer, any president or vice president, or the controller, or any other director or officer
identified by the Pledgor in a writing to the Pledgee and the Approved Securities Intermediary (each of whom is, on the date hereof, an officer or director of the Pledgor) and “Authorized Officer of the Pledgee” shall refer in the
singular to any person who is a vice president or managing director of the Pledgee. In the event that the Pledgor shall find it advisable to designate a replacement for any of its Authorized Officers, written notice of any such replacement shall be
given to the Approved Securities Intermediary and the Pledgee. 
 Except with respect to the obligations and duties as set forth
herein, this Agreement shall not impose or create any obligation or duty upon the Approved Securities Intermediary greater than or in addition to the customary and usual obligations and duties of the Approved Securities Intermediary to the Pledgor.

 As long as the Assets are pledged to the Pledgee, (i) the Approved Securities Intermediary shall not invade the Assets
to cover margin debits or calls in any other account of the Pledgor and (ii) the Approved Securities Intermediary agrees that, except for liens resulting from customary commissions, fees, or charges based upon transactions in the Account, it
subordinates in favor of the Pledgee any security interest, lien or right of setoff the Approved Securities Intermediary may have. The Approved Securities Intermediary acknowledges that it has not received notice of any other security interest in
the Account or the Assets. In the event any such notice is received, the Approved Securities Intermediary shall promptly notify the Pledgee. The Pledgor herein represents that the Assets are free and clear of any lien or encumbrance and agrees that,
with the exception of the security interest granted to the Pledgee, no lien or encumbrance shall be placed by it on the Assets without the express written consent of both the Pledgee and the Approved Securities Intermediary. 

 

 A2-2 








 This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns and it and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, and the law of the Approved Securities Intermediary’s jurisdiction for
the purposes of Section 8-110 of the Uniform Commercial Code in effect in the State of New York (the “UCC”) shall be, the law of the State of New York. 

The Approved Securities Intermediary shall treat all property at any time held by the Approved Securities Intermediary in the Account as
Financial Assets within the meaning of the UCC. The Approved Securities Intermediary acknowledges that this Agreement constitutes written notification to the Approved Securities Intermediary, pursuant to the UCC and any applicable federal
regulations for the Federal Reserve Book Entry System, of the Pledgee’s security interest in the Assets. The Pledgor, Pledgee and Approved Securities Intermediary are entering into this Agreement to provide for the Pledgee’s control of the
Assets and to confirm the first priority of the Pledgee’s security interest in the Assets. 
 If any term or provision of
this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall be construed in all respects as if the invalid or unenforceable term or provision were omitted. This Agreement may not be altered or amended in any
manner without the express written consent of the Pledgor, the Pledgee and the Approved Securities Intermediary. This Agreement may be executed in any number of counterparts, all of which shall constitute one original agreement. 

The Pledgor hereby agrees to indemnify and hold you, your directors, officers, agents and employees harmless against all claims, causes
of action, liabilities, lawsuits, demands and damages, including, without limitation, all court costs and reasonable attorney fees, in each case in any way related to or arising out of or in connection with this letter agreement or any action taken
or not taken pursuant hereto, except to the extent caused by your gross negligence or willful misconduct. 
 This Agreement may
be terminated by the Approved Securities Intermediary upon 30 day’s prior written notice to the Pledgor and the Pledgee. Upon expiration of such 30-day period, the Approved Securities Intermediary shall be under no further obligation except to
hold the Assets in accordance with the terms of this Agreement, pending receipt of written instructions from the Pledgor and the Pledgee, jointly, regarding the further disposition of the pledged Assets. 

The Pledgor acknowledges that this Agreement supplements any existing agreement of the Pledgor with the Approved Securities Intermediary
and, except as expressly provided herein, is in no way intended to abridge any right that the Approved Securities Intermediary might otherwise have. 
  

 A2-3 








 IN WITNESS WHEREOF, the Pledgor and the Pledgee
have caused this Agreement to be executed by their duly authorized officers all as of the date first above written. 
  

			
	 [NAME OF PLEDGOR]

		
	By:	 	  

		 	Name:
		 	Title:
	
	 CITICORP USA, INC., 

as Administrative Agent

		
	By:	 	  

		 	Name:
		 	Title:


  

			
	
	 ACCEPTED AND AGREED

as of the date first above written:

	
	[APPROVED FINANCIAL INTERMEDIARY]
		
	By:	 	  

		 	Name:
		 	Title:

 [SIGNATURE
PAGE TO SECURITIES ACCOUNT CONTROL AGREEMENT] 
  

 A2-4 








 SCHEDULE A 

TO 

SECURITIES ACCOUNT CONTROL AGREEMENT 

PLEDGED COLLATERAL ACCOUNT
NUMBER:                                 

 

 A2-5 








 EXHIBIT A 

TO 

SECURITIES ACCOUNT CONTROL AGREEMENT 

Form of Administrative Agent Notice of Control 

[Securities Intermediary] 
 [Address]

  

	 	Re:	Account No.
                                 (the “Account”)


 Ladies and Gentlemen: 

Reference is made to the Account and that certain Securities Account Control Agreement dated
                 , 20     among you, Citicorp USA, Inc., as Administrative Agent (the “Administrative Agent”),
and [                                 (the “Pledgor”)] (such
agreement, the “Securities Account Control Agreement”). Capitalized terms used herein shall have the meanings given to them in the Securities Account Control Agreement. 

The Administrative Agent hereby notifies you that, from and after the date of this notice, the Pledgor’s rights to give Entitlement
Orders with respect to the Account and the other rights afforded to the Pledgor under paragraph 4 of the Securities Account Control Agreement are terminated. From and after the delivery of this notice to you, you shall honor only the Entitlement
Orders in regard to or in connection with the Account and/or the financial assets contained therein given by an Authorized Officer of the Administrative Agent. 

 

	
	Very truly yours,
	
	CITICORP USA, INC,
	as Administrative Agent


  

			
	 By:
	 	  

		 	Name:
		 	Title:


  

 A2-6 








 ANNEX 3 

TO 

PLEDGE AND SECURITY AGREEMENT 

FORM OF PLEDGE AMENDMENT 

This PLEDGE AMENDMENT, dated as of
                 , 20     , is delivered pursuant to Section 4.3 (a) (Pledged Collateral) of the Pledge and
Security Agreement, dated as of May     , 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”), J. CREW
GROUP INc. (“Holdings”) and J. CREW INTERNATIONAL, INC.(“JCI”) (each a “Grantor” and collectively the “Grantors”)
in favor of Citicorp USA, Inc., as agent for the Secured Parties referred to therein (the “Pledge and Security Agreement”) and the undersigned hereby agrees that this Pledge Amendment may be attached to the Pledge and Security
Agreement and that the Pledged Collateral listed on this Pledge Amendment shall be and become part of the Collateral referred to in the Pledge and Security Agreement and shall secure all Secured Obligations of the undersigned. Capitalized terms used
herein but not defined herein are used herein with the meaning given them in the Pledge and Security Agreement. 
  

			
	[GRANTOR]
		
	 By:
	 	  

		 	 Name:

		 	 Title:




Pledged Stock 
  

									
	 ISSUER
	 	 CLASS
	 	 CERTIFICATE
NO(S).
	 	 PAR VALUE
	 	 NUMBER OF

SHARES,

UNITS OR

INTERESTS

	  	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 

 Pledged Debt Instruments 

 

									
	 ISSUER
	 	 DESCRIPTION OF
DEBT
	 	 CERTIFICATE
NO(S).
	 	 FINAL
MATURITY
	 	 PRINCIPAL

AMOUNT

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 

  

 A3-1 









			
	 ACKNOWLEDGED AND AGREED

as of the date first above written:

	
	 CITICORP USA, INC.,

as Administrative Agent

		
	By:	 	  

		 	Name:
		 	Title:

  

 A3-2 








 ANNEX 4 

TO 

PLEDGE AND SECURITY AGREEMENT 

FORM OF JOINDER AGREEMENT 

This JOINDER AGREEMENT, dated as of
                 , 20    , is delivered pursuant to Section 7.11 (Additional Grantors) of the Pledge and
Security Agreement, dated as of May     , 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”), J. CREW GROUP INC. (“Holdings”), J. CREW INTERNATIONAL, INC.(“JCI”) (each a
“Grantor” and collectively the “Grantors”) in favor of Citicorp USA, Inc., as agent for the Secured Parties referred to therein (the “Pledge and Security Agreement”), Capitalized terms used herein
but not defined herein are used with the meanings given them in the Pledge and Security Agreement. 
 By executing and
delivering this Joinder Agreement, the undersigned, as provided in Section 7.11 (Additional Grantors) of the Pledge and Security Agreement, hereby becomes a party to the Pledge and Security Agreement as a Grantor thereunder with the same
force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, hereby grants to the Administrative Agent, as collateral security for the full, prompt and complete payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the undersigned, a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned and expressly
assumes all obligations and liabilities of a Grantor thereunder. 
 The information set forth in Annex 1-A is hereby
added to the information set forth in Schedules 1 through 7 to the Pledge and Security Agreement. By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the Pledge
and Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Pledge Amendment shall be and become part of the Collateral referred to in the Pledge and Security Agreement and shall secure all Secured Obligations of the
undersigned. 
 The undersigned hereby represents and warrants that each of the representations and warranties contained in
Article III (Representations and Warranties) of the Pledge and Security Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date. 

IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed
and delivered as of the date first above written. 
  

			
	[ADDITIONAL GRANTOR]
		
	 By:
	 	  

		 	 Name:

		 	 Title:



  

 A4-1 









			
	ACKNOWLEDGED AND AGREED
	as of the date first above written:
	
	 [EACH GRANTOR PLEDGING

ADDITIONAL COLLATERAL]

		
	By:	 	  

		 	Name:
		 	Title:
	
	 CITICORP USA, INC., 

as Administrative Agent

		
	By:	 	  

		 	Name:
		 	Title:

  

 A4-2 








 ANNEX 5 

TO 

PLEDGE AND SECURITY AGREEMENT 

FORM OF SHORT FORM INTELLECTUAL PROPERTY
SECURITY AGREEMENT 
 [COPYRIGHT] [PATENT]
[TRADEMARK] SECURITY AGREEMENT, dated as of May,    , 2007, by each of the entities listed on the signature pages hereof or that becomes a party hereto pursuant to
Section 7.11 (Additional Grantors) of the Security Agreement referred to below (each a “Grantor” and, collectively, the “Grantors”), in favor of Citicorp USA, Inc. (“CUSA”), as
agent for the Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Administrative Agent”). 

W I T N E S S E
T H: 
 WHEREAS, pursuant to the Amended and Restated Credit Agreement, dated
as of May     , 2007 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), 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 and Issuers party thereto and CUSA, as agent for the Lenders and Issuers, the Lenders and the Issuers have severally agreed to make extensions of credit
to the Borrowers upon the terms and subject to the conditions set forth therein; 
 WHEREAS, the Grantors are
party to the Guaranty pursuant to which they have guaranteed the Obligations; and 
 WHEREAS, all the Grantors
are party to a Pledge and Security Agreement of even date herewith in favor of the Administrative Agent (the “Security Agreement”) pursuant to which the Grantors are required to execute and deliver this [Copyright] [Patent]
[Trademark] Security Agreement; 
 NOW, THEREFORE, in consideration of the premises and to induce
the Lenders, the Issuers and the Administrative Agent to enter into the Credit Agreement and to induce the Lenders and the Issuers to make their respective extensions of credit to the Borrowers thereunder, each Grantor hereby agrees with the
Administrative Agent as follows: 
 Section 2. Defined Terms 

Unless otherwise defined herein, terms defined in the Credit Agreement or in the Security Agreement and used herein have the meaning given
to them in the Credit Agreement or the Security Agreement. 
 Section 3. Grant of Security Interest in [Copyright]
[Trademark] [Patent] Collateral 
 Each Grantor, as collateral security for the full, prompt and complete payment and
performance when due (whether at stated maturity, by acceleration or otherwise) of the 
  

 A5-1 








 
Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the
benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the following Collateral of such Grantor (the “[Copyright] [Patent] [Trademark] Collateral”):

 [(a) all of its Copyrights and Copyright Licenses to which it is a party, including, without limitation, those referred to on
Schedule I hereto; 
 (b) all extensions of the foregoing; and 

(c) all Proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future
infringement of any Copyright or Copyright licensed under any Copyright License.] 
 or 

[(a) all of its Patents and Patent Licenses to which it is a party, including, without limitation, those referred to on Schedule I
hereto; 
 (b) all reissues, continuations or continuations-in-part of the foregoing; and 

(c) all Proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future
infringement of any Patent or any Patent licensed under any Patent License.] 
 or 

[(a) all of its Trademarks and Trademark Licenses to which it is a party, including, without limitation, those referred to on Schedule
I hereto; 
 (b) all goodwill of the business connected with the use of, and symbolized by, each Trademark; and 

(c) all Proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present, future
(i) infringement or dilution of any Trademark or Trademark licensed under any Trademark License or (ii) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License.] 

Section 4. Security Agreement 

The security interest granted pursuant to this [Copyright] [Patent] [Trademark] Security Agreement is granted in conjunction with the
security interest granted to the Administrative Agent pursuant to the Security Agreement and each Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect to the security interest in the
[Copyright] [Patent] [Trademark] Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. 

[SIGNATURE PAGES FOLLOW] 

 

 A5-2 








 IN WITNESS WHEREOF, each Grantor has caused
this [Copyright] [Patent] [Trademark] Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above. 

 

			
	[GRANTOR],
	as Grantor
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	 ACCEPTED AND AGREED

as of the date first above written:

	
	 CITICORP USA, INC., 

as Administrative Agent

		
	By:	 	  

		 	Name:
		 	Title:

 [SIGNATURE
PAGE TO [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT] 

 

 A5-3 








 Schedule 1 

(Jurisdiction of Organization; Principal Executive Office) 

 

							
	 Legal Name of

Grantor
	  	 Jurisdiction of

Formation
	  	 Organizational

Identification Number
	  	 Chief Executive Office

	J. Crew Group, Inc.	  	Delaware	  	4043069	  	 770 Broadway
 New York, NY
10003

				
	J. Crew Operating Corp.	  	Delaware	  	2794492	  	 770 Broadway
 New York, NY
10003

				
	J. Crew Inc.	  	New Jersey	  	0100221886	  	 770 Broadway
 New York, NY
10003

				
	J. Crew International, Inc.	  	Delaware	  	2297963	  	 802 West Street, Suite 102

Wilmington, DE 19801

				
	Grace Holmes Inc.	  	Delaware	  	0577825	  	 770 Broadway
 New York, NY
10003

				
	H.F.D. No. 55, Inc.	  	Delaware	  	0720619	  	 770 Broadway
 New York, NY
10003

				
	Madewell Inc.	  	Delaware	  	4154779	  	 770 Broadway
 New York, NY
10003


 Schedule 1 







 Schedule 2 

(Pledged Collateral) 

Pledged Stock 
  

													
	 Grantor
	 	 Issuer
	 	 Type of

Organization
	 	 No. of

Shares

Owned
	 	 Total

Shares

Outstanding
	 	 Percentage

Pledged
	 	 Certificate

No.

	 J. Crew Group, Inc.
	 	J. Crew Operating Corp.	 	Corporation	 	100	 	100	 	100	 	Cl
							
	 J. Crew Operating Corp.
	 	J. Crew Inc.	 	Corporation	 	100	 	100	 	100	 	4
							
	 J. Crew Operating Corp.
	 	Grace Holmes, Inc.	 	Corporation	 	10	 	10	 	100	 	3
							
	 J. Crew Operating Corp.
	 	H.F.D. No. 55, Inc.	 	Corporation	 	10	 	10	 	100	 	3
							
	 J. Crew Operating Corp.
	 	J. Crew Virginia, Inc.	 	Corporation	 	100	 	100	 	100	 	1
							
	 J. Crew Operating Corp.
	 	Madewell Inc.	 	Corporation	 	10	 	10	 	100	 	1
							
	 J. Crew Inc.
	 	J. Crew International, Inc.	 	Corporation	 	100	 	100	 	100	 	1
							
	 J. Crew International, Inc.
	 	J. Crew Japan, Inc.	 	Corporation	 	60	 	60	 	65	 	Not certificated

 Pledged
Debt Instruments 
  

							
	 Instrument
	 	 Holder
	 	 Maker
	 	 Maturity Date

	Global Intercompany Promissory Note	 	Each Grantor	 	Each Grantor	 	On Demand

  

 Schedule 2 








 Schedule 3 

(Filings) 
  

									
	 Debtor
	  	UCC-1 Filing
Number	  	 Jurisdiction
	  	 Original Secured

Party
	  	 Action

	 J. Crew Group, Inc.
	  	53163186	  	Delaware	  	Wachovia Bank, National Association (successor by merger to Congress Financial Corporation)	  	UCC-3 Financing Statement assignment to be filed with the Secretary of State of Delaware to assign this existing Financing Statement to Administrative Agent
					
	 J. Crew Operating Corp.
	  	23244450	  	Delaware	  	Congress Financial Corporation	  	UCC-3 Financing Statement assignment to be filed with the Secretary of State of Delaware to assign this existing Financing Statement to Administrative Agent
					
	 J. Crew Inc.
	  	21360176	  	New Jersey	  	Congress Financial Corporation	  	UCC-3 Financing Statement assignment to be filed with the Secretary of State of New Jersey to assign this existing Financing Statement to Administrative Agent
					
	 J. Crew International, Inc.
	  	23244492	  	Delaware	  	Congress Financial Corporation	  	UCC-3 Financing Statement assignment to be filed with the Secretary of State of Delaware to assign this existing Financing Statement to Administrative Agent


Schedule 3 








									
					
	Grace Holmes Inc.	  	23244476	  	Delaware	  	Congress Financial Corporation	  	UCC-3 Financing Statement assignment to be filed with the Secretary of State of Delaware to assign this existing Financing Statement to Administrative Agent
					
	H.F.D. No. 55, Inc.	  	23244484	  	Delaware	  	Congress Financial Corporation	  	UCC-3 Financing Statement assignment to be filed with the Secretary of State of Delaware to assign this existing Financing Statement to Administrative Agent
					
	Madewell Inc.	  	64051736	  	Delaware	  	Wachovia Bank, National Association (successor by merger to Congress Financial Corporation)	  	UCC-3 Financing Statement assignment to be filed with the Secretary of State of Delaware to assign this existing Financing Statement to Administrative Agent


Schedule 2 







 Schedule 3.11 

(Collateral Access Agreements, Bailee Letters, etc.) 

Collateral Access Agreement 
  

					
	 Address
	  	 Lessee
	  	 Landlord

	 770 Broadway New York,
 County
of New York
 New York, 10003
	  	Leased by J. Crew Group, Inc.	  	 770 Broadway Company LLC
 c/o
Vornado Management
 Company LLC
 888
Seventh Avenue
 New York, NY 10106



Customs Broker/Freight Forwarder Notification and Acknowledgment of Security Interest 

W.M. Stone & Co., Inc. 
 Vandegrift

 Worldwide Trade Logistics, Inc. 

Rical Group. 
 Schedule 3.11








 Schedule 4 

(Location of Inventory and Equipment) 

Owned and leased locations (other than store locations): 
  

					
	 Address
	  	 Owned/Leased
	  	 Landlord (if applicable)

	 770 Broadway New York,
 County
of New York
 New York, 10003
	  	Leased by J. Crew Group, Inc.	  	 770 Broadway Company LLC

c/o Vornado Management Company LLC
 888
Seventh Avenue
 New York, NY 10106

			
	 Two Penn Plaza New York,

County of New York
 New York,
10121
	  	Leased by J. Crew Group, Inc.	  	 Vornado Two Penn Property LLC

c/o Vornado Office Management LLC
 888 Seventh
Avenue
 New York, NY 10106

			
	 25 Mills Race Drive Lynchburg,

Virginia 24502
	  	Leased by J. Crew Inc.	  	 Mae Holding Company
 5145
Fischer Place
 Cincinnati, OH

			
	 One Clifford Way Asheville,

County of Buncombe
 North Carolina,
28810
	  	Owned by Grace Holmes, Inc.	  	N/A
			
	 One Ivy Crescent Lynchburg,

Virginia, 24506
	  	Owned by J. Crew Inc.	  	N/A

 Store Locations 

 

					
	 Location
	  	 City
	  	 State

	Kenosha	  	Pleasant Prairie	  	WI
	Pigeon	  	Pigeon Forge	  	TN
	Williamsburg	  	Williamsburg	  	VA
	Hilton Head	  	Bluffton	  	SC
	N. Conway	  	North Conway	  	NH
	Freeport	  	Freeport	  	ME
	Birch Run	  	Birch Run	  	MI
	Kittery	  	Kittery	  	ME
	Silverthorne	  	Silverthorne	  	CO
	Foley	  	Foley	  	AL

 Schedule 4 








					
	 Location
	  	 City
	  	 State

	Michigan City	  	Michigan City	  	IN
	Manchester	  	Manchester Center	  	VT
	Destin	  	Destin	  	FL
	Lancaster	  	Lancaster	  	PA
	Woodbury	  	Central Valley	  	NY
	Tannersville	  	Tannersville	  	PA
	San Marcos	  	San Marcos	  	TX
	Gilroy	  	Gilroy	  	CA
	St Augustine	  	St. Augustine	  	FL
	Tilton	  	Tilton	  	NH
	Napa	  	Napa	  	CA
	Cabazon	  	Cabazon	  	CA
	Commerce	  	Commerce	  	GA
	Loveland	  	Loveland	  	CO
	Rehoboth	  	Rehoboth Beach	  	DE
	Sawgrass	  	Sunrise	  	FL
	Niagara	  	Niagara Falls	  	NY
	Westbrook	  	Westbrook	  	CT
	Fingerlakes	  	Waterloo	  	NY
	Grove City	  	Grove City	  	PA
	Lee	  	Lee	  	MA
	Riverhead	  	Riverhead	  	NY
	Jackson	  	Jackson	  	NJ
	Myrtle Beach	  	Myrtle Beach	  	SC
	Hagerstown	  	Hagerstown	  	MD
	Leesburg	  	Leesburg	  	VA
	Wrentham	  	Wrentham	  	MA
	Seattle	  	Marysville	  	WA
	Chicago	  	Aurora	  	IL
	Dawsonville	  	Dawsonville	  	GA
	San Diego	  	San Diego	  	CA
	Edinburgh	  	Edinburgh	  	IN
	Miromar	  	Estero	  	FL
	Howell	  	Howell	  	MI
	Round Rock	  	Round Rock	  	TX
	Allen	  	Allen	  	TX
	Osage	  	Osage Beach	  	MO
	Clinton	  	Clinton	  	CT
	Vacaville	  	Vacaville	  	CA
	Liberty Village	  	Flemington	  	NJ
	Katy Mills	  	Katy	  	TX
	Las Vegas	  	Primm	  	NV
	The Outlets at Vero Beach	  	Vero Beach, FL	  	FL
	Northpark Madewell	  	Dallas	  	TX
	Century City Madewell	  	Los Angeles	  	CA

 Schedule 4 








					
	 Location
	  	 City
	  	 State

	The Domain- Madewell	  	Austin	  	TX
	Northpark Crewcuts	  	Dallas	  	TX
	Westchester Crewcuts	  	White Plains	  	NY
	The Gardens Mall	  	Palm Beach Gardens	  	FL
	South Street Seaport	  	New York	  	NY
	San Francisco Shopping Center	  	San Francisco	  	CA
	Atrium	  	Chestnut Hill	  	MA
	South Coast Plaza	  	Costa Mesa	  	CA
	The Shops at Liberty Place	  	Philadelphia	  	PA
	Pioneer Place	  	Portland	  	OR
	Cambridgeside Galleria	  	Cambridge	  	MA
	The Shops at Georgetown Park	  	Washington	  	DC
	Montgomery Mall	  	Bethesda	  	MD
	Northpark Center	  	Dallas	  	TX
	Oakbrook Center	  	Oakbrook	  	IL
	Northbrook Court	  	Northbrook	  	IL
	North Michigan Ave	  	Chicago	  	IL
	Somerset Collection	  	Troy	  	MI
	Westport	  	Westport	  	CT
	Scottsdale Fashion Square	  	Scottsdale	  	AZ
	Lenox Square	  	Atlanta	  	GA
	Roosevelt Field Mall	  	Garden City	  	NY
	Pasadena	  	Pasadena	  	CA
	Santa Fe	  	Santa Fe	  	NM
	The Galleria	  	Houston	  	TX
	Plaza Frontenac	  	St Louis	  	MO
	Northshore Mall	  	Peabody	  	MA
	Downtown Plaza	  	Sacramento	  	CA
	The Fashion Mall at Keystone C	  	Indianapolis	  	IN
	Southdale Mall	  	Edina	  	MN
	Bellevue Square	  	Bellevue	  	WA
	The Plaza at King of Prussia	  	King of Prussia	  	PA
	Crabtree Valley	  	Raleigh	  	NC
	Tysons Galleria	  	McLean	  	VA
	Park Meadows Center	  	Littleton	  	CO
	Woodfield Shopping Center	  	Schaumburg	  	IL
	Garden State Plaza	  	Paramus	  	NJ
	Stanford Shopping Center	  	Palo Alto	  	CA
	Prince	  	New York	  	NY
	Fifth Avenue	  	New York	  	NY
	Boca	  	Boca Raton	  	FL
	Copley Place	  	Boston	  	MA
	Short Hills Mall	  	Short Hills	  	NJ
	South Park	  	Charlotte	  	NC
	Danbury Fair Mall	  	Danbury	  	CT

 Schedule 4 








					
	 Location
	  	 City
	  	 State

	 Century City Shopping Center
	  	Los Angeles	  	CA
	 Westfarms Mall
	  	Farmington	  	CT
	 Fashion Valley
	  	San Diego	  	CA
	 Beachwood Mall
	  	Beachwood	  	OH
	 Aventura
	  	Aventura	  	FL
	 South Shore Plaza
	  	Braintree	  	MA
	 Riverside Square
	  	Hackensack	  	NJ
	 Perimeter Mall
	  	Atlanta	  	GA
	 Third Street Promenade
	  	Santa Monica	  	CA
	 Village at Corte Madera
	  	Corte Madera	  	CA
	 Burlingame
	  	Burlingame	  	CA
	 Harbor Place
	  	Baltimore	  	MD
	 The Westchester
	  	White Plains	  	NY
	 Oak Park Mall
	  	Overland Park	  	KS
	 Pacific Place
	  	Seattle	  	WA
	 Walt Whitman Mall
	  	Huntington Station	  	NY
	 Menlo Park
	  	Edison	  	NJ
	 Briarwood Mall
	  	Ann Arbor	  	MI
	 McArthur Center
	  	Norfolk	  	VA
	 Easton Town Center
	  	Columbus	  	OH
	 Cherry Creek Mall
	  	Denver	  	CO
	 Riverchase Galleria
	  	Birmingham	  	AL
	 Washington Square Mall
	  	Portland	  	OR
	 Kenwood Center
	  	Cincinnati	  	OH
	 Cape Cod Mall
	  	Hyannis	  	MA
	 Mall of Georgia
	  	Buford	  	GA
	 Providence Place
	  	Providence	  	RI
	 Mission Viejo
	  	Mission Viejo	  	CA
	 Brea Mall
	  	Brea	  	CA
	 Rockefeller Center
	  	New York	  	NY
	 Green Hills Mall
	  	Nashville	  	TN
	 Old Orchard Center
	  	Skokie	  	IL
	 Fashion Show
	  	Las Vegas	  	NV
	 North Star Mall
	  	San Antonio	  	TX
	 Tucson Mall
	  	Tucson	  	AZ
	 Woodland Shopping Center
	  	Grand Rapids	  	MI
	 Flatiron Crossing
	  	Broomfield	  	CO
	 Galleria at Roseville
	  	Roseville	  	CA
	 Lakeside Mall
	  	Metarie	  	LA
	 Deer Park Town Center
	  	Deer Park	  	IL
	 Avenue of the Penninsula
	  	Rolling Hills Estates	  	CA
	 Saddle Creek
	  	Germantown	  	TN
	 Walden Galleria
	  	Buffalo	  	NY
	 Greenwich Avenue
	  	Greenwich	  	CT
	 Stonebriar Center
	  	Frisco	  	TX

 Schedule 4 








					
	 Location
	  	 City
	  	 State

	 Ross Park
	  	Pittsburgh	  	PA
	 Stonestown Galleria
	  	San Francisco	  	CA
	 Mayfair Mall
	  	Wauwatosa	  	WI
	 Pentagon City
	  	Arlington	  	VA
	 Mall of America
	  	Bloomington	  	MN
	 Haywood Mall
	  	Greenville	  	SC
	 Carousel Center
	  	Syracuse	  	NY
	 Country Club Plaza
	  	Kansas City	  	MO
	 Brinton Lakes
	  	Glen Mills	  	PA
	 Suburban Square
	  	Ardmore	  	PA
	 The Grove
	  	Los Angeles	  	CA
	 Valley Fair
	  	Santa Clara	  	CA
	 The Gateway
	  	Salt Lake City	  	UT
	 Marlton
	  	Marlton	  	NJ
	 Tice’s Comer
	  	WoodcliffLake	  	NJ
	 International Plaza
	  	Tampa	  	FL
	 Yale University
	  	New Haven	  	CT
	 Twelve Oaks
	  	Novi	  	MI
	 North Ave Collection
	  	Chicago	  	IL
	 Burlington Town Center
	  	Burlington	  	VT
	 Fayette Mall
	  	Lexington	  	KY
	 Franklin Park
	  	Toledo	  	OH
	 Polaris Fashion
	  	Columbus	  	OH
	 Kierland Commons
	  	Scottsdale	  	AZ
	 Peachtree
	  	Norcross	  	GA
	 Columbia Mall
	  	Columbia	  	MD
	 Willow Grove
	  	Willow Grove	  	PA
	 Fashion Valley
	  	Murray	  	UT
	 Sherman Oaks
	  	Sherman Oaks	  	CA
	 Woodland Hills
	  	Tulsa	  	OK
	 Short Pump
	  	Richmond	  	VA
	 Fairfield Commons
	  	Beavercreek	  	OH
	 West Town Mall
	  	Knoxville	  	TN
	 Summit at Louisville
	  	Louisville	  	KY
	 Crossgates Mall
	  	Albany	  	NY
	 Chandler Fashion Sq
	  	Chandler	  	AZ
	 Rockingham Park
	  	Salem	  	NH
	 Aspen Grove
	  	Littleton	  	CO
	 Penn Square
	  	Oklahoma City	  	OK
	 University Village
	  	Seattle	  	WA
	 King Street
	  	Charleston	  	SC
	 Willow Bend
	  	Plano	  	TX
	 South Hills Village
	  	Upper St Clair	  	PA
	 Willowbrook Mall
	  	Wayne	  	NJ
	 Princeton
	  	Princeton	  	NJ

 Schedule 4 








					
	 Location
	  	 City
	  	 State

	 Streets at Southpoint
	  	Durham	  	NC
	 Charlottesville Square
	  	Charlottesville	  	VA
	 Eastview Mall
	  	Victor	  	NY
	 Madison & 45th
	  	New York	  	NY
	 Eastwood Town
	  	Lansing	  	MI
	 Village of Rochester Hills
	  	Rochester Hills	  	MI
	 Arbor Lakes
	  	Maple Grove	  	MN
	 Rockaway Town
	  	Rockaway	  	NJ
	 Smithhaven Mall
	  	Lake Grove	  	NY
	 Grand Place
	  	St. Paul	  	MN
	 Stoneridge Center
	  	Pleasanton	  	CA
	 Summit at Birmingham
	  	Birmingham	  	AL
	 Orland Square
	  	Orland Park	  	IL
	 Chevy Chase Pavillion
	  	Washington	  	DC
	 Manhasset
	  	Manhasset	  	NY
	 Walnut Street
	  	Pittsburgh	  	PA
	 Evergreen Walk
	  	South Windsor	  	CT
	 Jordan Creek
	  	West Des Moines	  	IA
	 St. John’s TC
	  	Jacksonville	  	FL
	 Northlake
	  	Charlotte	  	NC
	 Crocker Park
	  	Westlake	  	OH
	 Bridgeport Village
	  	Tigard	  	OR
	 The Gardens Mall
	  	Palm Beach Gardens	  	FL
	 Southlake Town Square
	  	Southlake	  	TX
	 Easthampton
	  	East Hampton	  	NY
	 The Woodlands
	  	The Woodlands	  	TX
	 Village Point
	  	Omaha	  	NE
	 The Galleria-Ft.Lauderdale
	  	Ft. Lauderdale	  	FL
	 Barton Creek
	  	Austin	  	TX
	 The Domain
	  	Austin	  	TX
	 Mall At Millenia
	  	Orlando	  	FL
	 The Streets at Chester
	  	Chester	  	NJ
	 Coconut Point
	  	Estero	  	FL
	 North Point Mall
	  	Alpharetta	  	GA
	 Broadway Plaza
	  	Walnut Creek	  	CA
	 Carmel Plaza, CA
	  	Carmel	  	CA
	 Friendly Center
	  	Greensboro	  	NC
	 Topanga Plaza
	  	Canoga Park	  	CA
	 The Summit Sierra
	  	Reno	  	NV
	 Columbus Circle
	  	New York	  	NY
	 West Towne Mall
	  	Madison	  	WI
	 La Cumbre
	  	Santa Barbara	  	CA
	 Waterside Shops at Pelican Bay
	  	Naples	  	FL

 Schedule 4 







 Schedule 5 

(Intellectual Property) 

Copyrights 
  

							
	 Grantor
	  	 Copyrights
	  	 Status
	  	 Registration No.

	 J. Crew International, Inc.
	  	Henry standing patchworkplaid	  	Registered	  	VA 1260936
	 J. Crew International, Inc.
	  	Hula girl	  	Registered	  	VA 1303448
	 J. Crew International, Inc.
	  	Lobster	  	Registered	  	VA1303449
	 J. Crew International, Inc.
	  	Palm tree	  	Registered	  	VA 1303450
	 J. Crew International, Inc.
	  	Flamingo	  	Registered	  	VA1360268

 Trademarks 

Trademark Licenses: 
 J. Crew licenses the
“J. Crew” trademark and related know-how to Itochu Fashion System Co., Ltd. and Itochu Corporation pursuant to a Trademark License Agreement among J. Crew International, Inc., Itochu Fashion System Co., Ltd and Itochu Corporation dated as
of November 4, 1997, as amended., and a Know-How License Agreement among J. Crew Group, Inc., Itochu Fashion System Co., Ltd. and Itochu Corporation dated as of November 4, 1997, as amended. 

Owned Trademarks: (see attached) 
 Note that
the “Madewell” marks were assigned to J. Crew in January of 2007. 
 Schedule 5 








 J. Crew International, Inc. 

CREWCUTS Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN.NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	 Argentina
	    	CREWCUTS	  	2008284	  	11-07-95	  	1615822	  	9/16/1996	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: CLASS HEADING
	  

							
	 Bermuda
	    	CREWCUTS	  	27871	  	05-22-96	  	27871	  	5/22/1996	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: SHIRTS, SWEATERS, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, BLOUSES, DRESSES, SKIRTS, KNIT TOPS, UNDERSHIRTS, SHOES,
ATHLETIC SHOES AND BOOTS
	  

							
	 Brazil
	    	CREWCUTS	  	818908173	  	11-16-95	  	818908173	  	10/24/2000	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: SHIRTS, SWEATERS, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, BLOUSES, DRESSES, SKIRTS, KNIT TOPS, UNDERSHIRTS, SHOES,
ATHLETIC SHOES AND BOOTS
	  

							
	 Canada
	    	CREWCUTS	  	788044	  	07-20-95	  	498047	  	7/29/1998	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	BASED ON USE: WEARING APPAREL, NAMELY CHILDREN’S SHIRTS, SWEATERS, SHOES, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS,
SHIRTS, BLOUSES, DRESSES;
	
	BASED ON INTENT TO USE: WEARING APPAREL, NAMELY SHIRTS, SWEATERS, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, BLOUSES, DRESSES,
SKIRTS, KNIT TOPS, UNDERSHIRTS, SHOES, ATHLETIC SHOES AND BOOTS
	  

							
	 Chile
	    	CREWCUTS	  	325429	  	11-09-95	  	512783	  	5/19/1998	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: SHIRTS, SWEATERS, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, DRESSES, SKIRTS,
KNIT TOPS, UNDERSHIRTS, SHOES, ATHLETIC, SHOES AND BOOTS AND ALL OTHER PRODUCTS COMPRISED IN CLASS 25 
  



 


					
		 	Created by Cowan, Liebowitz & Latman, P.C.	  	Page: 1










 J. Crew International, Inc. 

CREWCUTS Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	 China (People’s Republic Of)
	    	CREWCUTS	  	5163371	  	02-17-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 18: ALL SUBCLASS HEADINGS THAT CONTAIN ANY TYPE OF BAGS

	  

							
	 China (People’s Republic Of)
	    	CREWCUTS (ENGLISH AND CHINESE CHARACTERS)	  	950123345	  	09-29-95	  	997228	  	5/6/1997	  	REGISTERED
							
		    	



	  		  		  		  		  	
	
	 25: CLOTHING, FOOTWEAR AND HEADGEAR

	  

							
	 Colombia
	    	CREWCUTS	  	95053339	  	11-10-95	  	184927	  	3/1/1996	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: CLOTHING, FOOTWEAR AND HEADGEAR

	  

							
	 European Union
	    	CREWCUTS	  	003431319	  	10-30-03	  	003431319	  	9/20/2005	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	18: LEATHER AND IMITATION LEATHER AND GOODS MADE OF THESE MATERIALS AND NOT INCLUDED IN OTHER CLASSES; ANIMAL SKINS, HIDES, TRUNKS AND TRAVELLING BAGS; UMBRELLAS,
PARASOLS AND WALKING STICKS; WHIPS, HARNESS AND SADDLERY; LUGGAGE, HANDBAGS, DUFFEL BAGS, TOTE BAGS, WEEKENDER BAGS, BACKPACKS, PURSES, COSMETIC CASES (SOLD EMPTY), SHAVING KITS (SOLD EMPTY), BILLFOLDS, COIN CASES, KEY CASES AND EYEGLASS
CASES
	
	25: CLOTHING, FOOTWEAR, HEADGEAR; SHIRTS, T-SHIRTS, JERSEYS, SWEATERS, SWEATSHIRTS, UNDERWEAR, UNDERSHIRTS, SOCKS, BLOUSES, DRESSES, SKIRTS, KNIT TOPS, ROBES, SHORTS,
SLACKS, TROUSERS, PANTS, BELTS, JACKETS, SUITS, VESTS, COATS, RAINCOATS, SLICKERS, NAUTICAL CLOTHING, GYMNASTIC CLOTHING, SPORT AND LEISURE CLOTHING, PERSONAL LINENS AND ACCESSORIES, TIES, NECKTIES, SCARVES, BANDANNAS, ATHLETIC SHOES, BOOTS, CAPS
AND HATS
	
	35: ADVERTISING; BUSINESS MANAGEMENT; BUSINESS ADMINISTRATION; OFFICE FUNCTIONS; RETAIL SERVICES; RETAIL STORE SERVICES FOR APPAREL, SHOES, ACCESSORIES, JEWELRY,
COSMETICS, TOILETRIES, FRAGRANCES AND HOME FURNISHINGS; BUSINESS MANAGEMENT CONSULTANCY, INCLUDING GIVING ASSISTANCE AND ADVICE IN THE ESTABLISHMENT OF RETAIL STORES IN THE FIELD OF APPAREL, SHOES, ACCESSORIES, JEWELRY, COSMETICS, TOILETRIES,
FRAGRANCES AND HOME FURNISHINGS, THE BRINGING TOGETHER FOR THE BENEFIT OF OTHERS, OF APPAREL, SHOES, ACCESSORIES, JEWELRY, COSMETICS, TOILETRIES, FRAGRANCES AND HOME FURNISHINGS, EXCLUDING THE TRANSPORT THEREOF, ENABLING CONSUMERS TO CONVENIENTLY
VIEW AND PURCHASE THOSE GOODS
	
	 SENIORITY CLAIMED: AUSTRIA, BENELUX, FRANCE, GERMANY, GREECE, IRELAND, ITALY, PORTUGAL, SPAIN AND SWITZERLAND

 


  


					
		 	Created by Cowan, Liebowitz & Latman, P.C.	  	Page: 2










 J. Crew International, Inc. 

CREWCUTS Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG.NO.
	  	 REG. DATE
	  	 STATUS

	 Hong Kong
	    	 CREWCUTS (ENGLISH AND CHINESE

CHARACTERS)
	  	95/11697	  	09-19-95	  	03758/1997	  	3/26/1997	  	REGISTER
		    	  

 



  
	  		  		  		  		  	
	25: CLOTHING, FOOTWEAR AND HEADGEAR
	  

							
	 India
	    	CREWCUTS	  	1414837	  	01-18-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: CLOTHING, FOOTWEAR, HEADGEAR
	  

							
	 Indonesia
	    	CREWCUTS	  	D002006030540	  	09-15-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: CLASS HEADING

	  

							
	 Indonesia
	    	CREWCUTS	  	D96/14673	  	07-15-96	  	391235	  	9/22/1997	  	REGISTER
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: CLASS HEADING

	  

							
	 Ireland
	    	CREWCUTS	  	171095	  	09-22-95	  	171095	  	9/22/1995	  	REGISTER
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: SHIRTS, SWEATERS, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, BLOUSES, DRESSES,
SKIRTS, KNIT TOPS, UNDERSHIRTS, SHOES, ATHLETIC SHOES, AND BOOTS
  


  



					
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CREWCUTS Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	APPLN. DATE	  	REG. NO.	  	REG. DATE	  	STATUS
	 Japan
	    	CREWCUTS	  	2006-001235	  	01-11-06	  	5011494	  	12/15/2006	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	18: BAGS/POUCHES AND THE LIKE; HANDBAG OR PURSE FRAMES; INDUSTRIAL PACKAGING CONTAINERS OF LEATHER; CLOTHING FOR DOMESTIC PETS; VANITY CASES (NOT FITTED); UMBRELLAS;
WALKING STICKS, CANES, METAL PARTS/HANDLES OF CANES AND WALKING-STICKS; SADDLERY; LEATHER (UNWORKED AND SEMI-WORKED)
	
	25: CLOTHING; GARTERS, SOCK SUSPENDERS, BRACES, WAISTBANDS AND BELTS FOR CLOTHING; FOOTWEAR; MASQUERADE COSTUMES; SPECIAL SPORTING/GYMNASTIC WEAR; SPECIAL
SPORTING/GYMNASTIC FOOTWEAR
	  

							
	 Japan
	    	CREWCUTS	  	2006-111549	  	12-01-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	9: SUNGLASSES AND OTHER SPECTACLES (EYEGLASSES/GOGGLES); EYEGLASS FRAMES, EYEGLASS CASES, EYEGLASS CHAINS, AND OTHER PARTS/ACCESSORIES FOR SPECTACLES
	
	28: PLUSH TOYS, SOFT STACKABLE ANIMAL TOYS, ACCORDION MUSICAL PULL TOYS, SHAPE SORTERS, TOYS BUILDING BLOCKS, BABY RATTLES, CRIB MOBILES, BABY MULTIPLE ACTIVITY TOYS,
JIGSAW PUZZLES AND MANIPULATIVE PUZZLES, CHRISTMAS TREE ORNAMENTS AND BELLS, TEDDY BEARS, TOY FIGURINES, AND OTHER TOYS; PORCELAIN DOLLAS AND OTHER DOLLS; GAME MACHINES AND APPARTUS; POOL CUES AND OTHER BILLARD EQUIPMENT; BOARD GAMES, CARD GAMES,
GAME CARDS; DICE, DICE CUPS, DIAMOND GAMES, CHESS GAMES, CHECKERS, CONJURING APPARATUS, DOMINOS; PLAYING CARDS; TOYS FOR DOMESTIC PETS; CRICKET BALLS, FIELD HOCKEY BALLS, GOLF BALLS, LACROSSE BALLS, SOCCER BALLS, SPORT BALLS, FOOT BALLS,
SPORTING/GYMNASTIC EQUIPMENT; FISHING TACKLES
	  

							
	 Macao
	    	CREWCUTS	  	N20682	  	01-19-06	  	N/20682	  	6/9/2006	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: CLOTHING, FOOTWEAR, HEADGEAR

	  

							
	 Mauritius
	    	CREWCUTS	  	MU/M/6/04144	  	01-31-06	  	02847/2006	  	12/28/2006	  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: CLOTHING, FOOTWEAR AND HEADGEAR

	  



 


					
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 J. Crew International, Inc. 

CREWCUTS Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	 Mexico
	    	CREWCUTS	  	238457	  	07-26-95	  	502662	  	7/26/1995	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: SHIRTS, SWEATERS, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, BLOUSES, DRESSES,
SKIRTS, KNIT TOPS, UNDERSHIRTS, SHOES, ATHLETIC SHOES AND BOOTS
  
  

	 New Zealand
	    	CREWCUTS	  	255495	  	11-06-95	  	255495	  	11/6/1995	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: CLOTHING, FOOTWEAR AND HEADGEAR

 
  

	 Paraguay
	    	CREWCUTS	  	13306-1999	  	06-30-99	  	223465	  	3/24/2000	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: SHIRTS, SWEATERS, CAPS, HATS, BANDANAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, BLOUSES, DRESSES,
SKIRTS, KNIT TOPS, UNDERSHIRTS, SHOES, ATHLETIC SHOES AND BOOTS
  
  

	 Peru
	    	CREWCUTS	  	284701	  	11-15-95	  	023416	  	2/16/1996	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: SHIRTS, SWEATERS, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, BLOUSES, DRESSES,
SKIRTS, KNIT TOPS, UNDERSHIRTS, SHOES, ATHLETIC SHOES AND BOOTS, AND IN GENERAL ALL GOODS IN CLASS
  

 

	 Philippines
	    	CREWCUTS	  	I04I70	  	11-21-95	  	106439	  	5/30/2003	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: CHILDREN’S SHIRTS, SWEATERS, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS,
BLOUSES, DRESSES, SKIRTS, SHOES, ATHLETIC SHOES, AND BOOTS
  



 


					
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 J. Crew International, Inc. 

CREWCUTS Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	Singapore	    	CREWCUTS	  	8790/95	  	09-14-95	  	8790/95	  	9/14/1995	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: SHIRTS, SWEATERS, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, BLOUSES, DRESSES,
SKIRTS, KNIT TOPS, UNDER SHIRTS, SHOES, ATHLETIC SHOES AND BOOTS
  
  

	South Korea	    	CREWCUTS (English And Korean Characters)	  	96/34994	  	08-09-96	  	388005	  	12/24/1997	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	 12: TOILETRY CASES
  

 

	South Korea	    	CREWCUTS (English And Korean Characters)	  	95/35304	  	09-15-95	  	368229	  	7/10/1997	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	 NA 45: DRESS SHIRTS, SPORT SHIRTS, POLO SHIRTS, TEE SHIRTS, SWEATERS, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS,
BELTS, SOCKS, JACKETS, SLICKERS, BLOUSES, DRESSES, SKIRTS, KNIT TOPS, UNDERSHIRTS AND GLOVES
  

 

	South Korea	    	CREWCUTS (English And Korean Characters)	  	95/35305	  	09-15-95	  	360966	  	4/28/1997	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	 NA 27: LOW SHOES, BOOTS, LACE UP BOOTS, LEATHER SHOES, RUBBER SHOES, VINYL SHOES, RAIN SHOES, ARCTIC SHOES, BASEBALL SHOES,
BASKETBALL SHOES, RUGBY SHOES, HANDBALL SHOES, FIELD AND TRACK SHOES, HOCKEY SHOES, GOLF SHOES, BOXING SHOES, HIKING SHOES, ANGLER SHOES, WORK BOOTS, OVERSHOES, STRAW SHOES, SLIPPERS, SANDALS, CLOGS, SOLES, INSOLES AND SHOE PROTECTION
ACCESSORY
  
  

	South Korea	    	CREWCUTS (English And Korean Characters)	  	96/25393	  	06-14-96	  	387995	  	12/24/1997	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	 NA 25: HANDBAGS, OPERA BAGS, KNAPSACKS, DUFFEL BAGS, WALLETS, NAME CARD CASES, CREDIT CARD CASES, TOILETRY CASES, CARDBOARD
BOXES, PAPER BAGS AND PLASTIC PACKING BAGS
  


  


					
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 J. Crew International, Inc. 

CREWCUTS Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO
	  	 APPLN. DATE
	  	 REG. NO
	  	 REG. DATE
	  	 STATUS

	 Switzerland
	    	CREWCUTS	  	11254/1995	  	09-25-95	  	432432	  	9/25/1995	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: CLOTHING, FOOTWEAR, HEADGEAR

 
  

	 Taiwan
	    	CREWCUTS (ENGLISH AND CHINESE CHARACTERS)	  	84047363	  	09-19-95	  	00761644	  	5/16/1997	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	 25: SHIRTS, SWEATERS, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, BLOUSES, DRESSES,
SKIRTS, KNIT TOPS, UNDERSHIRTS, SHOES, ATHLETIC SHOES AND BOOTS
  
  

	 Thailand
	    	CREWCUTS	  	295676	  	10-16-95	  	KOR50574	  	10/16/1995	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: SHIRTS, SWEATERS, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, BLOUSES, DRESSES,
SKIRTS, KNIT TOPS, UNDERSHIRTS, SHOES, ATHLETIC SHOES, AND BOOTS
  
  

	 United States
	    	CREWCUTS	  	78/568692	  	02-16-05	  	3163866	  	10/24/2006	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 18: TOTE BAGS, BACKPACKS, WALLETS, SCHOOL BAGS, SCHOOL BOOK BAGS, SPORTS BAGS

 

	 26: HAIR ACCESSORIES, NAMELY TWISTERS, CLAW CLIPS; SNAP CLIPS; CLAM CLIPS FOR HAIR; BARRETTES; HAIR BANDS; HAIR BOWS; HAIR
BUCKLES; HAIR CLIPS; HAIR ORNAMENTS IN THE FORM OF COMBS; HAIR RIBBONS; HAIR SCRUNCHIES
  

	 35: RETAIL STORES AND ON-LINE RETAIL STORE SERVICES ALL FEATURING CHILDREN’S CLOTHING

 
  

	 United States
	    	CREWCUTS	  	78/417243	  	05-12-04	  	3107778	  	6/20/2006	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: SHIRTS, SWEATERS, SWEATSHIRTS, JACKETS, PANTS, SKIRTS, COATS, CAPS, HATS, SOCKS AND FOOTWEAR

 


  


					
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 J. Crew International, Inc. 

CREWCUTS Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	APPLN. DATE	  	REG. NO.	  	REG. DATE	  	STATUS
	United States	    	CREWCUTS	  	76/240045	  	04-12-01	  	2929166	  	3/1/2005	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: CHILDREN’S SHIRTS, SWEATERS, HATS, JACKETS

 
  

	Venezuela	    	CREWCUTS	  	018712/95	  	11-23-95	  	195374-9	  	3/7/1997	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: CLASS HEADING

 


  


					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	 Argentina
	    	J. CREW	  	1833779	  	02-26-92	  	1732673	  	4/22/1999	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: ALL GOODS UNDER THIS CLASS

 
  

	 Argentina
	    	J. CREW	  	2163790	  	07-20-98	  	1770468	  	1/10/2000	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 9: LENSES, SUNGLASSES, EYEGLASSES, FRAMES; CARRYING CASES FOR SUNGLASSES AND EYEGLASSES, SPECIAL CASES FOR GLASSES AND
LENSES, PARTS AND FITTINGS FOR SUNGLASSES AND EYEGLASSES, CORDS AND CHAINS FOR EYEGLASSES
  

 

	 Argentina
	    	J. CREW	  	2163791	  	07-20-98	  	1770469	  	1/10/2000	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 16: PRINTED MATTER, MAGAZINES, AND CATALOGS

 
  

	 Argentina
	    	J. CREW and Design (with oarsman and underline)	  	1833782	  	02-26-92	  	1676462	  	7/24/1998	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	 25: MEN’S AND WOMEN’S SHIRTS, SWEATERS, SHOES, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS,
JACKETS, SLICKERS, SKIRTS, BLOUSES AND DRESSES
  
  

	 Australia
	    	J. CREW	  	B598886	  	03-23-93	  	598886	  	11/14/1997	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 16: MAIL ORDER CATALOGUES AND ALL OTHER GOODS IN THIS CLASS

 


  


					
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J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	 Australia
	    	J. CREW and Design (with oarsman and no underline)	  	B598890	  	03-23-93	  	598890	  	11/14/1997	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	 16: MAIL ORDER CATALOGUES AND ALL OTHER GOODS IN THIS CLASS

 
  

	 Bahamas
	    	J. CREW	  		  		  		  		  	DOCKETED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: ALL GOODS IN CLASS

 
  

	 Bangladesh
	    	J. CREW	  	95889	  	12-14-05	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: ALL GOODS IN CLASS

 
  

	 Benelux
	    	J. CREW	  	713271	  	03-22-88	  	447085	  	3/22/1988	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 18: BELTS
  

25: MEN’S AND WOMEN’S SHIRTS, SWEATERS, SHOES, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, SKIRTS,
BLOUSES AND DRESSES
  
  

	 Bermuda
	    	J. CREW	  	26724	  	02-22-95	  	B26724	  	2/22/1995	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: SHIRTS, T-SHIRTS, BLOUSES, CAMISOLES, SWEATSHIRTS, SWEATERS, CARDIGANS, VESTS, TUNICS, COATS, JACKETS, SLICKERS,
BLAZERS, SUITS, BODYSUITS, TANK TOPS, ROMPERS, JUMPSUITS, PANTS, JEANS, SHORTS, STIRRUPS, SKIRTS, DRESSES, CHEMISES, PAJAMAS, NIGHT-GOWNS, BELTS, SWIMWEAR, LINGERIE, PANTIES, BRAS, SLIPS, HOSIERY, SOCKS, LEGGINGS, EXERCISEWEAR, LEOTARDS, UNITARDS,
BICYCLE SHORTS, BRA TOPS, SCARVES, BANDANNAS, GLOVES, HATS, FOOTWEAR, SLIPPERS, SHOES, SNEAKERS, MULES, SANDALS, MOCCASINS, ESPADRILLES AND THONGS

 


  


					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	APPLN. DATE	  	REG. NO.	  	REG. DATE	  	STATUS
	 Bermuda
	    	J. CREW & DESIGN	  	26449	  	10-05-94	  	26449	  	10/5/1994	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: SHIRTS, T-SHIRTS, BLOUSES, CAMISOLES, SWEATSHIRTS, SWEATERS, CARDIGANS, VESTS, TUNICS, COATS, JACKETS, SLICKERS,
BLAZERS, SUITS, BODYSUITS, TANK TOPS, ROMPERS, JUMPSUITS, PANTS, JEANS, SHORTS, STIRRUPS, SKIRTS, DRESSES, CHEMISES, PAJAMAS, NIGHTGOWNS, BELTS, SWIMWEAR, LINGERIE, PANTIES, BRAS, SLIPS, HOSIERY, SOCKS, LEGGINGS, LEOTARDS, UNITARDS, BICYCLE SHORTS,
BRA TOPS, SCARVES, BANDANNAS, GLOVES, HATS, FOOTWEAR, SLIPPERS, SHOES, SNEAKERS, MULES, SANDALS, MOCCASINS, ESPADRILLES AND THONGS
  

 

	 Brazil
	    	J. CREW	  	816726361	  	05-19-92	  	816726361	  	10/28/1997	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 NA 25.10 AND 25.60: DESIGNING AND MERCHANDISING OF MEN’S AND WOMEN’S APPAREL, APPAREL-RELATED ACCESSORIES AND
LUGGAGE AND SALES OF SUCH MERCHANDISE THROUGH RETAIL STORES AND MAIL ORDER
  

 

	 Brazil
	    	J. CREW	  	817895256	  	06-16-94	  	817895256	  	9/17/1996	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 NA 40.15: RETAIL AND MAIL ORDER SERVICES IN THE FIELD OF CLOTHING, CLOTHING ACCESSORIES, JEWELRY AND LUGGAGE; FACTORY,
RETAIL, AND WHOLESALE OUTLET STORE SERVICES IN THE FIELD OF CLOTHING, CLOTHING ACCESSORES, JEWELRY AND LUGGAGE
  

 

	 Brazil
	    	J. CREW and Design (with oarsman and underline)	  	816727880	  	05-20-92	  	816727880	  	8/26/1997	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	NA 25.10 AND 25.60: DESIGNING AND MERCHANDISING OF MEN’S AND WOMEN’S APPAREL, APPAREL- RELATED ACCESSORIES AND LUGGAGE AND SALES OF SUCH MERCHANDISE THROUGH
RETAIL STORES AND MAIL ORDER

  
  

 


					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	APPLN. NO.	  	APPLN. DATE	  	REG. NO.	  	REG. DATE	  	STATUS
	 Canada
	    	J. CREW	  	768042	  	11-08-94	  	469783	  	1/27/1997	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 CLOTHING AND ACCESSORIES, NAMELY, SHIRTS, SWEATERS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, JEANS, BELTS, SOCKS, JACKETS,
COATS, SLICKERS, SKIRTS, BLOUSES, DRESSES, CARDIGANS, VESTS, SCARVES, JUMPSUITS, T-SHIRTS, TIES, GLOVES, TANK TOPS, BLAZERS, LINGERIE, CAMISOLES, CHEMISES, UNDERWEAR, BRAS, BRA TOPS, SLEEPWEAR, HOSIERY, SWIMWEAR, SUITS, LEGGINGS, BODYSUITS, ROMPERS,
ROBES, LEOTARDS, TUNICS; FOOTWEAR, NAMELY SHOES, SNEAKERS, BOOTS, ESPADRILLES, SANDALS, MOCCASINS, SLIPPERS, THONGS, MULES; HEADWEAR, NAMELY CAPS, HATS, HEAD BANDS;
  

SUNGLASSES;
  

BACKPACKS, DUFFLE BAGS, TOTE BAGS;
  

MAIL ORDER SERVICES
  

 

	 Canada
	    	J. CREW and Design (with oarsman and underline)	  	604038	  	04-05-88	  	375013	  	11/2/1990	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	 MEN’S AND WOMEN’S SHIRTS, SWEATERS, SHOES, CAPS, HATS, BANDANAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS,
JACKETS, SLICKERS, SKIRTS, BLOUSES AND DRESSES; LUGGAGE, UMBRELLAS, HANDBAGS AND DUFFEL BAGS; RETAIL CATALOG SERVICES IN THE FIELD OF CLOTHING, LUGGAGE AND CLOTHING ACCESSORIES

 
  

	 Chile
	    	J.CREW	  	202590	  	03-18-92	  	653274	  	12/27/2002	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 42: RETAIL CATALOGUE SERVICES IN THE FIELD OF LEATHER AND IMITATION LEATHER, LUGGAGE, CLOTHING AND CLOTHING ACCESSORIES

  
  

	 Chile
	    	J.CREW	  	420919	  	07-17-98	  	534478	  	7/17/1998	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 9: LENSES, SUNGLASSES, EYEGLASSES, FRAMES; CARRYING CASES FOR SUNGLASSES AND EYEGLASSES, SPECIAL CASES FOR GLASSES AND
LENSES, PARTS AND FITTINGS FOR SUNGLASSES AND EYEGLASSES, CORDS AND CHAINS FOR EYEGLASSES
  

16: PRINTED MATTER, MAGAZINES, CATALOGS AND OTHER ARTICLES IN THIS CLASS

 


  


					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	APPLN. NO.	  	APPLN. DATE	  	REG. NO	  	REG. DATE	  	STATUS
	 Chile
	    	J. CREW	  	202588	  	03-18-92	  	653273	  	12/27/2002	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 18: TRUNKS, SUITCASES, SMALL SUITCASES, HANDBAGS, DUFFELBAGS, UMBRELLAS, LEATHER GOODS AND IMITATIONS OF LEATHER

 
  

	 Chile
	    	J. CREW & DESIGN (WITH LINE)	  	279438	  	07-12-94	  	443245	  	4/12/1995	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	 25: OUTER AND UNDER CLOTHING IN GENERAL AND OTHER ARTICLES OF CLASS 25

 
  

	 China (People’s Republic Of)
	    	J. CREW	  	9700128772	  	12-02-97	  	1281194	  	6/7/1999	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 9: EYEGLASSES, PINCE-NEZ, CONTACT LENSES, CORRECTION LENSES, EYEGLASSES CASES, PINCE-NEZ CASES, CHAINS FOR EYEGLASSES,
BOXES FOR CONTACT LENSES, EYEGLASS FRAMES, CONTAINERS FOR CONTACT LENSES, CLEANING CLOTHS FOR EYEGLASSES, SPECTACLES, LENSES FOR EYEGLASSES, LENSES (OPTICS), CHAINS FOR PINCE-NEZ, STRINGS FOR PINCE-NEZ AND FRAMES FOR PINCE-NEZ

 
  

	 China (People’s Republic Of)
	    	J. CREW	  		  	12-07-05	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 14: JEWELRY

	  
 18: LEATHER
GOODS AND UMBRELLAS
  
  

	 China (People’s Republic Of)
	    	J. CREW & DESIGN (WITH LINE)	  	8832227	  	09-10-88	  	358993	  	8/29/1989	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	 25: SHOES AND HATS

 


  


					
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J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	APPLN. NO.	  	APPLN. DATE	  	REG. NO.	  	REG. DATE	  	STATUS
	 China (People’s

    Republic Of)
	    	J. CREW (CHINESE CHARACTERS)	  	94111635	  	10-31-94	  	882248	  	10/14/1996	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: CLOTHING; SHOES; HATS
	  

							
	 China (People’s

    Republic Of)
	    	J. CREW (STYLIZED)	  	8836338	  	10-14-88	  	362359	  	9/29/1989	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: MEN’S AND WOMEN’S UNDERWEAR; ESTS; SHORTS; SWEATSHIRTS; PANTS; JACKETS; SLICKERS; SKIRTS; BLOUSES; SUITS FOR WOMEN
	  

							
	 China (People’s

    Republic Of)
	    	J. CREW (STYLIZED)	  	8836340	  	10-14-88	  	362731	  	9/29/1989	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	24: SOCKS AND HANKERCHIEFS
	  

							
	 China (People’s

    Republic Of)
	    	J. CREW (STYLIZED)	  	8836339	  	10-14-88	  	361137	  	9/9/1989	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: SHOES; HATS
	  

							
	 China (People’s

    Republic Of)
	    	J. CREW and Design (with oarsman and underline)	  		  		  	384288	  	9/29/1989	  	REGISTERED
	  

 



  

	 24: BANDANNAS

	  



 


					
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J. Crew Worldwide Registrations and Applications 
  

 
  


													
							
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	 China (People’s

    Republic Of)
	    	J. CREW and Design (with oarsman and underline)	  	8832226	  	09-10-88	  	362742	  	9/29/1989	  	REGISTERED
	  

 



  

	25: SOCKS AND HANKERCHIEFS
	  

							
	Colombia	    	J. CREW	  	94.006.448	  	02-18-94	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: MEN’S AND WOMEN’S SHIRTS, SWEATERS, SHOES, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, SKIRTS, BLOUSES AND
DRESSES
	  

							
	Colombia	    	J. CREW and Design (with oarsman and underline)	  	94.006.449	  	02-18-94	  		  		  	FILED
	  

 



  

	25: MEN’S AND WOMEN’S SHIRTS, SWEATERS, SHOES, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, SKIRTS, BLOUSES, DRESSES

	  

							
	Ecuador	    	J. CREW	  	110172	  	12-27-00	  	1156501	  	5/15/2001	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: SHIRTS, POLO’S, BLOUSES, CAMISOLES, T-SHIRTS, SWEATERS, SWEATSHIRTS, CARDIGANS, VESTS, TUNICS, COATS, JACKETS, BLAZERS, SUITS, TANK TOPS, CLOTHING SETS FOR
CHILDREN, SKI CLOTHES, PANTS, JEANS, SHORTS, OVERALLS, SKIRTS, DRESSES, WOMEN’S SHIRTS, PYJAMAS, NIGHTGOWNS, BELTS, SWIMSUITS, UNDERGARMENTS FOR WOMEN, KNEE-HI, BRAS, UNDERWEAR, SPORTSWEAR AND EXERCISE WEAR, HANKERCHIEFS, GLOVES, HATS, SHOES,
SNEAKERS, SANDALS, MOCASSINS, THONGS AND ALL OTHER GOODS IN THIS CLASS
	  

							
	Egypt	    	J. CREW	  	180391	  	11-20-05	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	: CLOTHING
	  



 


					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	 European Union
	    	J. CREW	  	3431103	  	10-30-03	  	003431103	  	10/30/2003	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	18. LEATHER AND IMITATION LEATHER AND GOODS MADE OF THESE MATERIALS AND NOT INCLUDED IN OTHER CLASSES; ANIMAL SKINS, HIDES, TRUNKS AND TRAVELLING BAGS; UMBRELLAS,
PARASOLS AND WALKING STICKS; WHIPS, HARNESS AND SADDLERY; LUGGAGE, HANDBAGS, DUFFEL BAGS, TOTE BAGS, WEEKENDER BAGS, BACKPACKS, PURSES, COSMETIC CASES (SOLD EMPTY), SHAVING KITS (SOLD EMPTY), BILLFOLDS, COIN CASES AND KEY CASES
	
	25: CLOTHING, FOOTWEAR, HEADGEAR; SHIRTS, T-SHIRTS, JERSEYS, SWEATERS, SWEATSHIRTS, UNDERWEAR, UNDERSHIRTS, SOCKS, BLOUSES, DRESSES, SKIRTS, KNIT TOPS, ROBES, SHORTS,
SLACKS, TROUSERS, PANTS, BELTS, JACKETS, SUITS, VESTS, COATS, RAINCOATS, SLICKERS, NAUTICAL CLOTHING, GYMNASTIC CLOTHING, SPORT AND LEISURE CLOTHING, PERSONAL LINENS AND ACCESSORIES, TIES, NECKTIES, SCARVES, BANDANNAS, ATHLETIC SHOES, BOOTS, CAPS
AND HATS
	
	35: ADVERTISING; BUSINESS MANAGEMENT; BUSINESS ADMINISTRATION; OFFICE FUNCTIONS; RETAIL SERVICES; RETAIL STORE SERVICES FOR APPAREL, SHOES, ACCESSORIES, JEWELRY,
COSMETICS, TOILETRIES, FRAGRANCES AND HOME FURNISHINGS; BUSINESS MANAGEMENT ACCESSORIES, JEWELRY, COSMETICS, TOILETRIES, FRAGRANCES AND HOME FURNISHINGS, THE BRINGING TOGETHER FOR THE BENEFIT OF OTHERS, OF APPAREL, SHOES, ACCESSORIES, JEWELRY,
COSMETICS, TOILETRIES, FRAGRANCES AND HOME FURNISHINGS, EXCLUDING THE TRANSPORT THEREOF, ENABLING CONSUMERS TO CONVENIENTLY VIEW AND PURCHASE THOSE GOODS
	
	 SENIORITY CLAIMED: AUSTRIA, BENELUX, FRANCE, GERMANY, GREECE, IRELAND, ITALY, PORTUGAL, SPAIN AND SWITZERLAND

 
  

	 European Union
	    	J. CREW	  	1561141	  	03-16-00	  	I56I141	  	6/25/2001	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 14: PRECIOUS METALS AND THEIR ALLOYS AND GOODS IN PRECIOUS METALS OR COATED THEREWITH, NOT INCLUDED IN OTHER CLASSES;
JEWELRY, PRECIOUS STONES; HOROLOGICAL AND CHRONOMETRIC INSTRUMENTS
  
  

	 European Union
	    	J. CREW	  	173210	  	04-01-96	  	173210	  	3/9/1999	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 16: PRINTED MATTER, MAGAZINES, MAIL ORDER CATALOGS FOR ALL KINDS OF GOODS;

	
	18: LEATHER AND IMITATION LEATHER AND GOODS MADE OF THESE MATERIALS; ANIMAL SKINS, HIDES, LUGGAGE, HANDBAGS, DUFFEL BAGS, TOTE BAGS, WEEKENDER BAGS, BACKPACKS, PURSES,
COSMETIC CASES (SOLD EMPTY) SHAVING KITS (SOLD EMPTY) BILLFOLDS, PASSPORT CASES, COIN CASES, KEY CASES, EYEGLASS CASES, CHECK BOOK CASES, TRUNKS AND TRAVELING BAGS; UMBRELLAS; PARASOLS; AND WALKING STICKS;
	
	25: CLOTHING NAMELY SHIRTS, T-SHIRTS, JERSEYS, SWEATERS, SWEATSHIRTS, UNDERWEAR, UNDERSHIRTS, SOCKS, BLOUSES, DRESSES, SKIRTS, KNIT TOPS, ROBES, SHORTS, SLACKS,
TROUSERS, PANTS, BELTS, JACKETS, SUITS, VESTS, COATS, RAINCOATS, SLICKERS, NAUTICAL CLOTHING, GYMNASTIC CLOTHING, SPORT AND LEISURE CLOTHING, PERSONAL LINENS AND ACCESSORIES, TIES, NECKTIES, HANDKERCHIEFS, SCARVES, BANDANNAS; FOOTWEAR NAMELY SHOES.
ATHLETIC SHOES, BOOTS; HEADWEAR NAMELY CAPS AND HATS
	
	 SENIORITY CLAIMED: AUSTRIA, BENELUX, FRANCE, GERMANY, GREECE, IRELAND, ITALY, PORTUGAL, SPAIN AND SWITZERLAND

 


  


					
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J. Crew Worldwide Registrations and Applications 
  

 
  


															
	 COUNTRY
	 	  	    	 MARK
	  	APPLN. NO.	  	APPLN. DATE	  	REG. NO.	  	REG. DATE	  	STATUS
	 European Union
	 		    	J. CREW	  	1372903	  	11-04-99	  	1372903	  	2/9/2005	  	REGISTERED
		 		    		  		  		  		  		  	
		 		    		  		  		  		  		  	
		 		    		  		  		  		  		  	
	4: INDUSTRIAL OILS AND GREASES; LUBRICANTS; DUST ABSORBING, WETTING AND BINDING COMPOSITIONS; FUELS (INCLUDING MOTOR SPIRIT) AND ILLUMINANTS; CANDLES, WICKS, SCENTED
AND UNSCENTED CANDLES
	
	 24: TEXTILES AND TEXTILE GOODS, NOT INCLUDED IN OTHER CLASSES; BED AND TABLE COVERS; HOME FURNISHINGS NAMELY PILLOW CASES,
PILLOW SHAMS, DUST RUFFLES, SHEETS, BED SKIRTS, COMFORTERS, BLANKET COVERS, DUVET COVERS, COMFORTER COVERS, BLANKETS, BEDSPREADS, QUILTS, TOWELS, WASH CLOTHS, SHOWER CURTAINS, TEXTILE BATH MATS, TEXTILE PLACE MATS, TEXTILE TABLE CLOTHS, TEXTILE
NAPKINS, TABLE LINENS, WINDOW CURTAINS, AND DRAPERIES.
  
  

	 European Union
	 		    	J. CREW	  	1510601	  	02-16-00	  	1510601	  	3/14/2002	  	REGISTERED
		 		    		  		  		  		  		  	
		 		    		  		  		  		  		  	
		 		    		  		  		  		  		  	
	 35: BUSINESS MANAGEMENT; BUSINESS ADMINISTRATION; OFFICE FUNCTIONS; RETAIL STORE SERVICES FOR APPAREL, SHOES, ACCESSORIES,
JEWELRY, COSMETICS, TOILETRIES, FRAGRANCES AND HOME FURNISHINGS; BUSINESS MANAGEMENT CONSULTANCY, INCLUDING GIVING ASSISTANCE AND ADVICE IN THE ESTABLISHMENT OF RETAIL STORES IN THE FIELD OF APPAREL, SHOES, ACCESSORIES, JEWELRY, COSMETICS,
TOILETRIES, FRAGRANCES AND HOME FURNISHINGS, THE BRINGING TOGETHER FOR THE BENEFIT OF OTHERS, OF APPAREL, SHOES, ACCESSORIES, JEWELRY, COSMETICS, TOILETRIES, FRAGRANCES AND HOME FURNISHINGS, EXCLUDING THE TRANSPORT THEREOF, ENABLING CONSUMERS TO
CONVENIENTLY VIEW AND PURCHASE THOSE GOODS
  
 42: TECHNICAL CONSULTANCY AND
ADVISING IN THE ESTABLISHMENT OF RETAIL STORES IN THE FIELD OF APPAREL, SHOES, ACCESSORIES, JEWELRY, COSMETICS, TOILETRIES, FRAGRANCES AND HOME FURNISHINGS

 
  

	 European Union
	 		    	J. CREW	  	1659325	  	05-16-00	  	1659325	  	8/21/2001	  	REGISTERED
		 		    		  		  		  		  		  	
		 		    		  		  		  		  		  	
		 		    		  		  		  		  		  	
	 9: SCIENTIFIC, NAUTICAL, SURVEYING, ELECTRIC, PHOTOGRAPHIC, CINEMATOGRAPHIC, OPTICAL, WEIGHING, MEASURING, SIGNALLING,
CHECKING (SUPERVISION), LIFE SAVING AND TEACHING APPARATUS AND INSTRUMENTS; SUNGLASSES; APPARATUS FOR RECORDING, TRANSMISSION OR REPRODUCTION OF SOUND OR IMAGES; MAGNETIC DATA CARRIERS, RECORDING DISCS; AUTOMATIC VENDING MACHINES AND MECHANISMS FOR
COIN OPERATED APPARATUS, CASH REGISTERS, CALCULATING MACHINES, DATA PROCESSING EQUIPMENT AND COMPUTERS; FIRE EXTINGUISHING APPARATUS
  



 


					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
							
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	European Union	    	J. CREW and Design (in box with oarsman)	  	3431806	  	10-30-03	  	003431806	  	10/30/2003	  	REGISTERED
	  

 



  

	18. LEATHER AND IMITATIONM LEATHER AND GOODS MADE OF THESE MATERIALS AND NOT INCLUDED IN OTHER CLASSES; ANIMAL SKINS, HIDES, TRUNKS AND TRAVELLING BAGS; UMBRELLAS,
PARASOLS AND WALKING STICKS; WHIPS, HARNESS AND SADDLERY; LUGGAGE, HANDBAGS, DUFFEL BAGS, TOTE BAGS, WEEKENDER BAGS, BACKPACKS, PURSES, COSMETIC CASES (SOLD EMPTY), SHAVING KITS (SOLD EMPTY), BILLFOLDS, PASSPORT CASES, COIN CASES, KEY CASES,
EYEGLASS CASES, CHEQUE BOOK CASES.
	
	25: CLOTHING, FOOTWEAR, HEADGEAR; SHIRTS, T-SHIRTS, JERSEYS, SWEATERS, SWEATSHIRTS, UNDERWEAR, UNDERSHIRTS, SOCKS, BLOUSES, DRESSES, SKIRTS, KNIT TOPS, ROBES, SHORTS,
SLACKS, TROUSERS, PANTS, BELTS, JACKETS, SUITS, VESTS, COATS, RAINCOATS, SLICKERS, NAUTICAL CLOTHING, GYMNASTIC CLOTHING, SPORT AND LEISURE CLOTHING, PERSONAL LINENS AND ACCESSORIES, TIES, NECKTIES, HANDKERCHIEFS, SCARVES, BANDANNAS, ATHLETIC SHOES,
BOOTS, CAPS AND HATS
	
	35: ADVERTISING; BUSINESS MANAGEMENT; BUSINESS ADMINISTRATION; OFFICE FUNCTIONS; RETAIL SERVICES; RETAIL STORE SERVICES FOR APPAREL, SHOES, ACCESSORIES, JEWELRY,
COSMETICS, TOILETRIES, FRAGRANCES AND HOME FURNISHINGS; BUSINESS MANAGEMENT CONSULTANCY, INCLUDING GIVING ASSISTANCE AND ADVICE IN THE ESTABLISHMENT OF RETAIL STORES IN THE FIELD OF APPAREL, SHOES, ACCESSORIES, JEWELRY, COSMETICS, TOILETRIES,
FRAGRANCES AND HOME FURNISHINGS, THE BRINGING TOGETHER FOR THE BENEFIT OF OTHERS, OF APPAREL, SHOES, ACCESSORIES, JEWELRY, COSMETICS, TOILETRIES, FRAGRANCES AND HOME FURNISHINGS, EXCLUDING THE TRANSPORT THEREOF, ENABLING CONSUMERS TO CONVENIENTLY
VIEW AND PURCHASE THOSE GOODS
	
	SENIORITY CLAIMED: AUSTRIA, BENELUX, FRANCE, GERMANY, GREECE, IRELAND, ITALY, PORTUGAL, SPAIN AND SWITZERLAND
	  

							
	France	    	J. CREW	  	916675	  	03-28-88	  	1504964	  	3/28/1988	  	REGISTERD
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: SHIRTS, T-SHIRTS, JERSEYS, SWEATERS, FOOTWEAR, HATS, CAPS, NECKTIES, SHORTS, SWEATSHIRTS, TROUSERS, PANTS, BELTS, SOCKS, VESTS, RAINCOATS, SKIRTS, BLOUSES, ROBES

	  

							
	France	    	J. CREW	  	92/441116	  	11-09-92	  	92441116	  	5/21/1993	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	16: PRINTED MATTER, PROSPECTUS, MAGAZINES, CATALOGS, PAPER, CARDBOARD AND PRODUCTS MADE OUT OF THESE MATERIALS (NOT INCLUDED IN OTHER CLASSES), PRODUCTS FOR PRINTERS,
BOOKBINDING MATERIALS, PHOTOGRAPHS, STATIONERY, ADHESIVES FOR PAPER PRODUCTS OR HOUSEHOLD PRODUCTS, ARTISTS MATERIALS, PAINT BRUSHES, TYPEWRITER AND OFFICE REQUISITES (OTHER THAN FURNITURE), INSTRUCTIONAL AND TEACHING MATERIALS (OTHER THAN
APPARATUS) PLASTICS (NOT INCLUDED IN OTHER CLASSES); PLAYING CARDS, PRINTERS TYPE AND CLICHES
	
	 18: LEATHER AND IMITATIONS OF LEATHER, AND GOODS MADE OF THESE MATERIALS (NOT INCLUDED IN OTHER CLASSES); ANIMAL SKINS,
HIDES, TRUNKS, AND TRAVELING BAGS; UMBRELLAS, PARASOLS, WALKING STICKS
  
 24:
TISSUES; BED AND TABLE COVERS; TEXTILE ARTICLES NOT INCLUDED IN OTHER CLASSES
  

25: CLOTHING, UNDERWEAR, HATS, HEADWEAR

	  
  

 


  


					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	APPLN. NO.	  	APPLN. DATE	  	REG. NO.	  	REG. DATE	  	STATUS
	 France
	    	J. CREW and Design (with oarsman and underline)	  	92/440446	  	11-04-92	  	92440446	  	11/4/1992	  	REGISTERED
	  

 



  

	 16: PRINTED MATTER, PROSPECT US, MAGAZINES, CATALOGS; PAPER, CARDBOARD AND PRODUCTS MADE OUT OF THESE MATERIALS (NOT
INCLUDED IN OTHER CLASSES); PRODUCTS FOR PRINTERS, BOOKBINDING MATERIALS, PHOTOGRAPHS, STATIONERY, ADHESIVES FOR PAPER PRODUCTS OR HOUSEHOLD PRODUCTS, ARTISTS MATERIALS, PAINT BRUSHES, TYPEWRITER AND OFFICE REQUISITES (OTHER THAN FURNITURE);
INSTRUCTIONAL AND TEACHING MATERIALS (OTHER THAN APPARATUS); PLASTICS (NOT INCLUDED IN OTHER CLASSES); PLAYING CARDS, PRINTERS TYPE AND CLICHES
  

18: LEATHER AND IMITATIONS OF LEATHER AND GOODS MADE OF THESE MATERIALS (NOT INCLUDED IN OTHER CLASSES); ANIMAL SKINS, HIDES, TRUNKS, AND TRAVELING BAGS;
UMBRELLAS, PARASOLS, WALKING STICKS
  
 24: TISSUES; BED AND TABLE COVERS;
TEXTILE ARTICLES NOT INCLUDED IN OTHER CLASSES
  
 25: CLOTHING, UNDERWEAR,
HATS, HEADWEAR
  
  

	 Germany
	    	J. CREW	  	P 36 427/25 WZ	  	04-09-88	  	1187930	  	4/9/1988	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 [ILLEGIBLE] CLOTHES FOR MEN AND WOMEN, IN PARTICULAR SHIRTS, JACKETS, CAPS, HATS, SCARFS, PANTS, SWEATSHIRTS, BELTS, SOCKS,
COATS, RAIN COATS, SKIRTS, BLOUSES, SUITS; FOOTWEAR
  
  

	 Hong Kong
	    	J. CREW	  		  	04-13-88	  	B678 OF 1990	  	4/13/1988	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: CLOTHING, SHOES, CAPS, HATS, BANDANNAS, BELTS, SOCKS, BUT NOT INCLUDING ANY OF THE AFORE SAID GOODS ADAPTED FOR SAILING
OR ROWING
  
  

	 Hong Kong
	    	J. CREW (ENGLISH AND CHINESE CHARACTERS)	  	95/01057	  	01-27-95	  	13561	  	1/27/1995	  	REGISTERED
	  

 



  

	25: CLOTHING, FOOTWEAR, HEADGEAR, BUT NOT INCLUDING ANY AFORESAID GOODS ADAPTED FOR SAILING OR ROWING


 
  
  



					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	Hong Kong	    	J. CREW (ENGLISH AND CHINESE CHARACTERS)	  	95/01058	  	01-27-95	  	13562	  	1/27/1995	  	REGISTERED
	  

 



  

	42: RETAIL, WHOLESALE, OUTLET STORE SERVICES AND MAIL ORDER SERVICES OF CLOTHING, CLOTHING ACCESSORIES, JEWELRY, SUITCASES, BRIEFCASES, HANDBAGS AND BAGS; ALL INCLUDED
IN CLASS 42; BUT NOT INCLUDING RETAIL, WHOLESALE, OUTLET STORE SERVICES AND MAIL ORDER SERVICES OF CLOTHING, CLOTHING ACCESSORIES, SUITCASES, BRIEFCASES AND BAGS ADAPTED FOR SAILING OR ROWING
	  

							
	Hong Kong	    	J. CREW and Design (with oarsman and underline)	  	2392/88	  	03-07-88	  	B677 OF 1990	  	3/7/1988	  	REGISTERED
	  

 



  

	25: CLOTHING, SHOES, CAPS, HATS, BANDANNAS, BELTS, SOCKS , BUT NOT INCLUDING ANY OF THE AFORE SAID GOODS ADAPTED FOR SAILING OR ROWING
	  

							
	India	    	J. CREW	  	1412546	  	01-09-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	18. LEATHER AND IMITATION OF LEATHER AND GOODS MADE OF THESE MATERIALS AND NOT INCLUDED IN OTHER CLASSES; LEATHER JACKETS AND BAGS, ANIMAL SKINS, HIDES; TRUNKS AND
TRAVELING BAGS; UMBRELLAS, PARASOLS AND WALKING STICKS; WHIPS, HARNESS AND SADDLERY
	
	25: CLOTHING, FOOTWEAR, HEADGEAR
	  

							
	Indonesia	    	J. CREW	  	D9517581	  	09-26-95	  	360979	  	5/30/1996	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: SHIRTS, T-SHIRTS, BLOUSES, CAMISOLES, SWEATSHIRTS, SWEATERS, CARDIGANS, VESTS, TUNICS, COATS, JACKETS, SLICKERS, BLAZERS, SUITS, BODYSUITS, TANK TOPS, ROMPERS,
JUMPSUITS, PANTS, NIGHTGOWNS, BELTS, SWIMWEAR, LINGERIE, PANTIES, BRAS, SLIPS, HOSIERY, SOCKS, LEGGINGS, EXERCISE-WEAR; SCARVES, BANDANNAS, GLOVES, HATS, FOOTWEAR
	  

							
	Ireland	    	J. CREW	  	202791	  	07-09-93	  	202791	  	7/1/1996	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	39: RETAIL AND MAIL ORDER CATALOG SERVICES IN THE FIELD OF CLOTHING, LUGGAGE, CLOTHING ACCESSORIES AND HOME FURNISHINGS


 


					
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J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	 Ireland
	    	J. CREW	  	126811	  	03-25-88	  	B126811	  	3/25/1988	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: MEN’S AND WOMEN’S SHIRTS, SWEATERS, SHOES, CAPS, HATS, BANDANAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS,
JACKETS, SLICKERS, SKIRTS, BLOUSES, DRESSES ALL INCLUDED IN CLASS 25
  
  

	 Ireland
	    	J. CREW	  	B159842	  	06-25-93	  	B159842	  	6/25/1993	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	9: SUNGLASSES, EYEGLASS FRAMES, CARRYING CASES FOR SUNGLASSES AND EYEGLASSES; PARTS AND FITTINGS FOR SUNGLASSES AND EYEGLASSES
	  
 16: PRINTED MATTER, CATALOGUES, MAGAZINES

 
 18: LUGGAGE, HANDBAGS, DUFFEL BAGS; TOTE BAGS, WEEKENDER BAGS, BACKPACKS, PURSES,
COSMETIC CASES (SOLD EMPTY), SHAVING KITS (SOLD EMPTY), BILLFOLDS, PASSPORT CASES, COINCASES, KEY CASES, EYEGLASS CASES, CHECKBOOK CASES, AND UMBRELLAS
  

24: HOME FURNISHINGS, NAMELY PILLOW CASES, PILLOW SHAMS, DUST RUFFLES, SHEETS, BED SKIRTS, COMFORTERS, BLANKET COVERS, DUVET COVERS, COMFORTER COVERS,
BLANKETS, BEDSPREADS, QUILTS, TOWELS, WASH CLOTHS, SHOWER CURTAINS, TEXTILE BATH MATS, TEXTILE PLACEMATS, TEXTILE TABLE CLOTHS, TEXTILE NAPKINS, TABLE LINENS, WINDOW CURTAINS, AND DRAPERIES

 
  

	 Ireland
	    	J. CREW and Design (in box with oarsman)	  	202792	  	07-09-93	  	202792	  	7/1/1996	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	 39: TRANSPORTATION, DELIVERY AND STORAGE OF CLOTHING, LUGGAGE, CLOTHING ACCESSORIES AND HOME FURNISHINGS

 
  

	 Ireland
	    	J. CREW and Design (in box with oarsman)	  	B159846	  	06-25-93	  	B159846	  	6/25/1993	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	9: SUNGLASSES, EYEGLASS FRAMES; CARRYING CASES FOR SUNGLASSES AND EYEGLASSES; PARTS AND FITTINGS FOR SUN GLASSES AND EYEGLASSES
	
	 16: PRINTED MATTER, CATALOGUES, MAGAZINES

 
 18: LUGGAGE, HANDBAGS, DUFFEL BAGS; TOTE BAGS, WEEKENDER BAGS, BACKPACKS, PURSES,
COSMETIC CASES (SOLD EMPTY), SHAVING KITS (SOLD EMPTY), BILLFOLDS, PASSPORT CASES, COIN CASES, KEY CASES, EYEGLASS CASES, CHECKBOOK CASES, AND UMBRELLAS
  

24: HOME FURNISHINGS, NAMELY PILLOW CASES, PILLOW SHAMS, DUST RUFFLES, SHEETS, BED SKIRTS, COMFORTERS, BLANKET COVERS, DUVET COVERS, COMFORTER COVERS,
BLANKETS, BEDSPREADS, QUILTS, TOWELS, WASH CLOTHS, SHOWER CURTAINS, TEXTILE BATH MATS, TEXTILE PLACEMATS, TEXTILE TABLE CLOTHS, TEXTILE NAPKINS, TABLE LINENS, WINDOW CURTAINS, AND DRAPERIES

 
 25: SHIRTS, T-SHIRTS, BLOUSES, SWEATSHIRTS, SWEATERS, VESTS, COATS, JACKETS, BLAZERS,
PARKAS, SLICKERS, APRONS, SUITS, JUMPSUITS, PANTS, SKI-PANTS, JEANS, SHORTS, BOXER SHORTS, SKIRTS, DRESSES, ROBES, PAJAMAS, NIGHTGOWNS, SLIPS, BELTS, SWIMWEAR, SOCKS, LEGGINGS, TIES, BANDANNAS, SCARVES, GLOVES, HEADBANDS, CAPS, HATS,
FOOTWEAR

	  

	

  


					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	Italy	    	J. CREW	  	19818/C88	  	04-I9-88	  	838874	  	3/8/2001	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: MEN’S AND WOMEN’S CLOTHING CONSISTING OF NAUTICAL, GYMNASTIC, SPORT AND LEISURE ARTICLES, PANTS, PERSONAL
LINENS AND ACCESSORIES; MISCELLANEOUS ACCESSORIES INCLUDING TIES, HATS, SHOES, BELTS, HANDKER CHIEFS, SCARVES;
  

42: CATALOG SALES OF ARTICLES OF TRAVEL AND RELATED ACCESSORIES

	  

							
	Japan	    	J. CREW	  	2000-037936	  	03-22-00	  	4560661	  	4/19/2002	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	24: WOVEN FABRICS; KNITTED FABRICS; FELT AND NON-WOVEN TEXTILE FABRICS; OIL CLOTHS; GUMMED CLOTHS; VINYL CLOTHS; RUBBERIZED CLOTHS; LEATHER CLOTHS; FILTER CLOTHS;
TOWELS AND OTHER FABRIC APPAREL ACCESSORIES; TEXTILE NAPKINS; DISH CLOTHS; MOSQUITO NETS; BEDSHEETS; BEDQUILTS & COTTON-STUFFED MATTRESSES; COMFORTERS; BED QUILT/MATTRESS CASES, COMFORTER COVERS; TICKS; PILLOWCASES/PILLOW SHAMS; BLANKETS;
BLANKET COVERS; DUST RUFFLES; BED SKIRTS; BEDSPREADS; QUILTING BED COVER, AND OTHER BED COVERS; TEXTILE CHAIR COVERS; WALL HANGINGS OF TEXTILE; BLINDS OF TEXTILE; CURTAINS; SHOWER CURTAINS; TEXTILE BED MATS; TABLE CLOTHS/TABLE LINENS; TEXTILE PLACE
MATS; THICK STAGE CURTAINS; TEXTILE TOILET SHEET COVERS; SHROUDS;KYOKATABIRA (JAPANESE SHROUDS); BLACK-AND-WHITE STRIPED CLOTH SCREENS; RED-AND-WHITE STRIPED CLOTH SCREENS; LABELS OF CLOTH; BILLIARD CLOTHS; BANNERS & FLAGS (NOT OF PAPER)

	  

							
	Japan	    	J.CREW	  	S63-048756	  	04-26-88	  	2709227	  	8/31/1995	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	NA 21: PERSONAL ORNAMENTS; BUTTONS; BAGS/POUCHES AND THE LIKE; JEWELRY AND IMITATION JEWELRY; ARTIFICIAL FLOWERS; COSMETIC UTENSILS AND TOILETRIES
	  

							
	Japan	    	J. CREW	  	10063/4	  	02-04-92	  	2705939	  	4/28/1995	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	NA 23: CLOCKS/WATCHES, EYEGLASSES AND THEIR PARTS AND ACCESSORIES
	  



 


					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	APPLN. NO.	  	APPLN. DATE	  	REG. NO.	  	REG. DATE	  	STATUS
	 Japan
	    	J. CREW	  	HI1-105229	  	11-18-99	  	4481740	  	6/15/2001	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 3: SOAPS & THE LIKE; POTPOURRI, ESSENTIAL OILS AND OTHER PERFUMERY & INCENSES; COSMETICS &
TOILETRIES; ANTI-PERSPIRANT/DEODORANT; ADHESIVES FOR AFFIXING FALSE HAIR; FALSE NAILS; FALSE EYELASHES; ADHESIVES FOR AFFIXING FALSE EYELASHES; DENTRIFICE; HOUSEHOLD ANTI-STATIC AGENTS; HOUSEHOLD DEGREASING AGENTS; RUST REMOVING PREPARATIONS; STAIN
REMOVING BENZINE; FABRIC SOFTNER; LAUNDRY STARCHES, LAUNDRY BLEACHES, FUNORI (SEAWEED GELATIN USED FOR WASHING AND STRETCHING CLOTHES); POLISHING PREPARATIONS; ABRASIVE PAPERS; ABRASIVE CLOTHS; ABRASIVE SANDS; ARTIFICIAL PUMICE; POLISHING PAPERS;
POLISHING CLOTHS; SHOE CREAMS & BOOT CREAMS; SHOE POLISHES/SHOE BLACKINGS; PAINT STRIPPING PREPARATIONS.
  

	 4: INDUSTRIAL OILS/GREASES/FATS; FUELS; WAXES; GREASES FOR SHOES/BOOTS; SOLID LUBRICANTS; LEATHER OILS/GREASES; LAMP WICKS;
SCENTED CANDLES AND OTHER CANDLES
  
  

	 Japan
	    	J. CREW	  	10065/4	  	02-04-92	  	4050142	  	8/29/1997	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 4: TOYS; DOLLS; RECREATIONAL EQUIPMENT; SPORTING GOODS; FISHING TACKLES; MUSICAL INSTRUMENTS; MUSICAL
PERFORMANCE AUXILIARY INSTRUMENTS; GRAMOPHONES (EXCLUDING ELECTRIC PHONOGRAPH PLAYERS); RECORDS; THEIR PARTS AND ACCESSORIES
  

 

	 Japan
	    	J. CREW & DESIGN	  	S63-048759	  	04-26-88	  	2713432	  	4/30/1996	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 18: PARASOLS AND UMBRELLAS; WALKING STICKS AND CANES

 

	 25: FOOTWEAR
  

 

	 Japan
	    	J. CREW & DESIGN	  	S63-048757	  	04-26-88	  	2715288	  	7/31/1996	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	NA 21: PERSONAL ORNAMENTS; BUTTONS; BAGS/POUCHES AND THE LIKE; JEWELERY AND IMITATION JEWELERY; ARTIFICIAL FLOWERS; TOILETRIES


 
  
  



					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	Japan	    	J. CREW & DESIGN	  	S63-038486	  	04-04-88	  	4081550	  	11/14/1997	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 NA 17: CLOTHING (EXCLUDING SPECIAL SPORTING/GYMNASTIC WEAR); FABRIC APPAREL ACCESSORIES (EXCLUDING THOSE BELONGING TO OTHER
CLASSES); BEDDING (EXCLUDING BEDS)
  
  

	Japan	    	J. CREW & DESIGN (WITH LINE)	  	10068/4	  	02-04-92	  	2723636	  	11/21/1997	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	 NA 25: PAPERS; STATIONERY
  

 

	Japan	    	J. CREW & DESIGN (WITH LINE)	  	10066/4	  	02-04-92	  	4050143	  	8/29/1997	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	 NA 24: TOYS; DOLLS; RECREATIONAL EQUIPMENT; SPORTING GOODS; FISHING TACKLES; MUSICAL INSTRUMENTS; MUSICAL PERFORMANCE
AUXILIARY INSTRUMENTS; GRAMOPHONES (EXCLUDING ELECTRIC PHONOGRAPH PLAYERS); RECORDS; THEIR PARTS AND ACCESSORIES
  

 

	Japan	    	J. CREW & DESIGN (WITH LINE)	  	10064/4	  	02-04-92	  	2705940	  	4/28/1995	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	 NA 23: CLOCKS/WATCHES, EYEGLASSES AND THEIR PARTS AND ACCESSORIES

 
  

	Japan	    	J. CREW + KATAKANA CHARACTERS	  	2000-087382	  	07-24-00	  	4505612	  	9/14/2001	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: CLOTHING; GARTERS; STOCKING SUSPENDERS; BRACES; WAISTBANDS; BELTS; FOOTWEAR; COSTUMES; SPECIAL SPORTING/GYMNASTIC WEAR;
SPECIAL SPORTING/GYMNASTIC FOOTWEAR
  


  


					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	APPLN. NO.	  	APPLN. DATE	  	REG. NO.	  	REG. DATE	  	STATUS
	 Japan
	    	J. CREW IN KATAKANA CHARACTERS	  		  		  	3318924	  	6/6/1997	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 14: PRECIOUS METALS, TABLEWARE AND THE LIKE OF PRECIOUS METAL, NUTCRACKERS, PEPPER POTS, SUGAR BOWLS, SALT SHAKERS, EGG
CUPS, NAPKIN HOLDERS, NAPKIN RINGS, TRAYS AND TOOTHPICK HOLDERS OF PRECIOUS METAL; VASES/FLOWER BOWLES OF PRECIOUS METAL; BOXES OF PRECIOUS METAL FOR NEEDLES; JEWEL CASES OF PRECIOUS METAL; CANDLE EXTINGUISHERS/CANDLESTICKS OF PRECIOUS METAL;
POUCHES/PURSES OF PRECIOUS METAL; SHOE ORNAMENTS OF PRECIOUS METAL; COMPACTS OF PRECIOUS METAL; SMOKERS’ ARTICLES OF PRECIOUS METAL; PERSONAL ORNAMENTS; JEWELRY AND IMITATION JEWELRY; ROUGH GEMSTONES; CLOCKS/WATCHES

 
  

	 Japan
	    	J. CREW IN KATAKANA CHARACTERS	  	HO6-090670	  	09-08-94	  	4046705	  	8/22/1997	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 16: PAPERS; PACKAGING CONTAINERS OF PAPER; GARBAGE BAGS OF PAPER; HYGIENIC PAPER; TOWELS, HANDKERCHIEFS, TABLE CLOTHS AND
BLINDS OF PAPER; DRESSMAKING PATTERNS; PAPER BANNERS AND FLAGS; BABIES’ DIAPERS OF PAPER; BAGGAGE LABELS; PRINTED MATTER; CALLIGRAPHY AND PAINTINGS; PHOTOGRAPH STANDS; KARUTA, UTAGARUTA AND HANAFUDA (JAPANESE PLAYING CARDS); PLAYING CARDS;
STATIONERY (EXCLUDING INSECT COLLECTING EQUIPMENT); ADHESIVES FOR STATIONERY OR HOUSEHOLD PURPOSES; INKING RIBBONS, TYPEWRITER RIBBONS; AUTOMATIC STAMP APPLYING MACHINES; ELECTRIC STAPLERS; ENVELOPE SEALING MACHINES FOR OFFICES; DRAWING INSTRUMENTS,
MATERIALS; TYPEWRITERS; PAPER SHREDDERS; SEALING WAX
  
  

	 Japan
	    	J. CREW IN KATAKANA CHARACTERS	  	HO6-090672	  	09-09-94	  	4102031	  	1/16/1998	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: NON-JAPANESE STYLE CLOTHING; COATS; SWEATERS AND THE LIKE; SHIRTS AND THE LIKE; NIGHTWEAR; UNDERWEAR; SWIMSUITS;
BATHING CAPS; JAPANESE STYLE CLOTHING; APRONS; COLLAR PROTECTORS; SOCKS AND STOCKINGS; GAITERS; FUR STOLES; SHAWLS; SCARVES; TABI (JAPANESE SOCKS) AND TABI COVERS; GLOVES; TEXTILE DIAPERS FOR BABIES; NECKTIES; NECKERCHIEFS; MUFFLERS; EAR MUFFS;
HOODS; NIGHT CAPS; HATS AND CAPS; GARTERS; STOCKING SUSPENDERS; SUSPENDERS; WAISTBANDS; BELTS; SHOES AND BOOTS; SHOE DOWELS, SHOE PEGS, SHOE HANDLES, HOBNAILS, METAL PIECES FOR PREVENTION OF SHOE SOLE WEARING; JAPANESE CLOGS AND SANDALS; SPECIAL
SPORTING, GYMNASTIC WEAR; SPECIAL SPORTING, GYMNASTIC FOOTWEAR (EXCLUDING HORSERIDING BOOTS)
  

 

	 Japan
	    	J. CREW IN KATAKANA CHARACTERS	  		  		  	3318925	  	6/6/1997	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	18: BAGS/POUCHES AND THE LIKE; HANDY TOILET CASES, METAL FITTING FOR BAGS OR POUCHES; PURSE CLASPS; PARASOLS AND UMBRELLAS; WALKING STICKS; CANES; METAL FITTINGS FOR
CANES; CANE HANDLES

  
  

 


					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	Japan	    	SO J. CREW + KATAKANA CHARACTERS	  	2000-063014	  	05-19-00	  	4480098	  	6/8/2001	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	3: SOAPS & THE LIKE; POTPOURRI, ESSENTIAL OILS AND OTHER PERFUMERY & INCENSES; COSMETICS & TOILETRIES; ANTI-PERSPIRANT/DEODORANT; ADHESIVES
FOR AFFIXING FALSE HAIR; FALSE NAILS; FALSE EYELASHES; ADHESIVES FOR AFFIXING FALSE EYELASHES; DENTRIFICE; HOUSEHOLD ANTI-STATIC AGENTS; HOUSEHOLD DEGREASING AGENTS; RUST REMOVING PREPARATIONS; STAIN REMOVING BENZINE; FABRIC SOFTNER; LAUNDRY
STARCHES, LAUNDRY BLEACHES, FUNORI (SEAWEED GELATIN USED FOR WASHING AND STRETCHING CLOTHES); POLISHING PREPARATIONS; ABRASIVE PAPERS; ABRASIVE CLOTHS; ABRASIVE SANDS; ARTIFICIAL PUMICE; POLISHING PAPERS; POLISHING CLOTHS; SHOE CREAMS &
BOOT CREAMS; SHOE POLISHES/SHOE BLACKINGS; PAINT STRIPPING PREPARATIONS.
		    		  		  		  		  		  	
	 4: INDUSTRIAL OILS/GREASES/FATS; FUELS; WAXES; GREASES FOR SHOES/BOOTS; SOLID LUBRICANTS; LEATHER OILS/GREASES; LAMP WICKS;
SCENTED CANDLES AND OTHER CANDLES
  
  

	Jordan	    	J. CREW	  	82488	  	11-14-05	  	82488	  	11/14/2005	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: ALL GOODS IN CLASS
  

 

	Macao	    	J. CREW	  	N/20015	  	11-22-05	  	N/20015	  	4/7/2006	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: CLOTHING, FOOTWEAR AND HEADGEAR

 
  

	Malaysia	    	J. CREW	  	88/03810	  	07-30-88	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: MEN’S AND WOMEN’S SHIRTS, SWEATERS, SHOES, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS,
JACKETS, SLICKERS, SKIRTS, BLOUSES, DRESSES
  


  


					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	  	 MARK
	  	APPLN. NO.	  	APPLN. DATE	  	REG. NO.	  	REG. DATE	  	STATUS
	 Mauritius
	  	J.CREW	  	MUM0503957	  	12-02-05	  	02782/2006	  	12/19/2006	  	FILED
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
	 25: CLOTHING, FOOTWEAR AND HEADGEAR

 
  

	 Mexico
	  	J. CREW	  	134213	  	03-04-92	  	427648	  	12/14/1992	  	REGISTERED
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
	 25: MEN’S AND WOMEN’S SHIRTS, SWEATERS, SHOES, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS,
JACKETS, SLICKERS, SKIRTS, BLOUSES, DRESSES AND ALL OTHER ARTICLES OF CLASS 25
  

 

	 Mexico
	  	J.CREW	  	134212	  	03-04-92	  	427647	  	12/14/1992	  	REGISTERED
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
	 18: LUGGAGE, UMBRELLAS, HANDBAGS, DUFFEL BAGS AND ALL OTHER ARTICLES OF CLASS 18

 
  

	 New Zealand
	  	J. CREW	  	178507	  	03-29-88	  	B178507	  	3/29/1988	  	REGISTERED
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
	 25: ARTICLES OF CLOTHING AND FOOTWEAR AND HEADGEAR; MEN’S AND WOMEN’S SHIRTS, SWEATERS, SHOES, CAPS, HATS,
BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, SKIRTS, BLOUSES AND DRESSES
  

 

	 New Zealand
	  	J. CREW	  	236676	  	05-06-94	  	B236676	  	5/6/1994	  	REGISTERED
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
	42: RETAIL AND MAIL ORDER CATALOG SERVICES IN THE FIELDS OF CLOTHING, CLOTHING ACCESSORIES, HABERDASHERY, JEWELLERY, WATCHES, TIME PIECES, LEATHER GOODS, PARASOLS,
UMBRELLAS, WALKING STICKS, AND LUGGAGE; RETAIL AND WHOLESALE OUTLET STORE SERVICES IN THE FILED OF CLOTHING, CLOTHING ACCESSORIES, HABERDASHERY, JEWELLERY, WATCHES, TIME PIECES, LEATHER GOODS, PARASOLS, UMBRELLAS, WALKING STICKS, AND
LUGGAGE

  
  

 


					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
	  	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	New Zealand	    	J. CREW	  	236675	  	05-06-94	  	B236675	  	5/6/1994	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	  
 25: ARTICLES OF CLOTHING, FOOTWEAR AND HEADGEAR;
SHIRTS, T-SHIRTS, BLOUSES, CAMISOLES, SWEATSHIRTS, SWEATERS, CARDIGANS, VESTS, TUNICS, COATS, JACKETS, SLICKERS, BLAZERS, SUITS, BODYSUITS, TANK TOPS, ROMPERS, JUMPSUITS, PANTS , JEANS, SHORTS, STIRRUPS, SKIRTS, DRESSES, CHEMISES, PAJAMAS,
NIGHTGOWNS, BELTS, SWIMWEAR, LINGERIE, PANTIES, BRAS, SLIPS, HOSIERY, SOCKS, LEGGINGS, EXERCISEWEAR, LEOTARDS, UNITARDS, BICYCLE SHORTS, BRA TOPS, SCARVES, BANDANNAS, GLOVES, HATS, FOOTWEAR, SLIPPERS, SHOES, SNEAKERS, MULES, SANDALS, MOCCASINS,
ESPADRILLES, AND THONGS
  
  

	Panama	    	J. CREW	  	069848	  	02-25-94	  	69848	  	2/25/1994	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	  
 25: MEN’S AND WOMEN’S SWEATERS, SHOES,
CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, SKIRTS, BLOUSES AND DRESSES
  

 

	Paraguay	    	J. CREW	  	7821-94	  	05-03-94	  	278052	  	12/21/1994	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	  
 25: ALL GOODS IN CLASS INCLUDING, SHIRTS, T-SHIRTS,
BLOUSES, CAMISOLES, SWEATSHIRTS, SWEATERS, CARDIGANS, VESTS, TUNICS, COATS, JACKETS, SLICKERS, BLAZERS, SUITS, BODYSUITS, TANKTOPS, ROMPERS, JUMPSUITS, PANTS, JEANS, SHORTS, STIRRUPS, SHIRTS, DRESSES, CHEMISES, PAJAMAS, NIGHTGOWNS, BELTS, SWIMWEAR,
LINGERIE, PANTIES, BRAS, SLIPS, HOSIERY, SOCKS, LEGGINGS, EXERCISE WEAR, SCARVES, BANDANNAS, GLOVES, HATS AND FOOTWEAR
  

 

	Peru	    	J. CREW	  	067163	  	07-24-98	  	49416	  	10/9/1998	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 9: CLASS HEADING

 


  


					
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J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	APPLN. NO.	  	APPLN. DATE	  	REG. NO.	  	REG. DATE	  	STATUS
	 Peru
	    	J. CREW	  	242018	  	05-10-94	  	021518	  	7/20/1995	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: SHIRTS, T-SHIRTS, BLOUSES, CAMISOLES, SWEATSHIRTS, SWEATERS, CARDIGANS, VESTS, TUNICS, COATS, JACKETS, SLICKERS,
BLAZERS, SUITS, BODYSUITS, TANK TOPS, ROMPERS, JUMPSUITS, PANTS, JEANS, SHORTS, STIRRUPS, SKIRTS, DRESSES, CHEMISES, PAJAMAS, NIGHTGOWNS, BELTS, SWIMWEAR, LINGERIE, PANTIES, BRAS, SLIPS, HOSIERY, SOCKS, LEGGINGS, EXERCISEWEAR, SCARVES, BANDANNAS,
GLOVES, HATS AND FOOTWEAR
  
  

	 Peru
	    	J. CREW	  	067164	  	07-24-98	  	49453	  	10/13/1998	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 16: CLASS HEADING

 
  

	 Peru
	    	J. CREW	  	067166	  	07-24-98	  	16044	  	10/30/1998	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 42: PROVIDING OF FOOD AND DRINK; TEMPORARY ACCOMODATION, MEDICAL, HYGIENIC AND BEAUTY CARE; VETERINARY AND AGRICULTURAL
SERVICES; LEGAL SERVICES; SCIENTIFIC AND INDUSTRIAL RESEARCH; COMPUTER PROGRAMMING AND IN GENERAL ALL THE SERVICES OF THE CLASS
  

 

	 Peru
	    	J. CREW	  	067165	  	07-24-98	  	49417	  	10/9/1998	  	REGISTERED
	
	 18: CLASS HEADING

 
  

	 Philippines
	    	J. CREW	  	4-2005-011301	  	12-01-05	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 GLOVES, SWIMWEAR AND LOUNGEWEAR

 


  


					
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J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	APPLN. NO.	  	APPLN. DATE	  	REG. NO.	  	REG. DATE	  	STATUS
	 Philippines
	    	J. CREW	  	64503	  	04-21-88	  	53979	  	11/16/1992	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: MEN’S AND WOMEN’S SHIRTS, SWEATERS, SHOES, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS,
JACKETS, SLICKERS, SKIRTS, BLOUSES AND DRESSES
  
  

	 Puerto Rico
	    	J. CREW	  		  	11-23-93	  	8030	  	12/1/1984	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 42: RETAIL CATALOG SERVICES IN THE FIELD OF CLOTHING, LUGGAGE AND CLOTHING ACCESSORIES

 
  

	 Puerto Rico
	    	J.CREW	  		  	11-23-93	  	8029	  	12/11/1984	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: MEN’S AND WOMEN’S SHIRTS, SWEATERS, SHOES, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS,
JACKETS, SLICKERS, SKIRTS, BLOUSES AND DRESSES
  
  

	 Puerto Rico
	    	J. CREW	  		  	11-23-93	  	8015	  	12/11/1984	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 14: WATCHES
  

 

	 Puerto Rico
	    	J. CREW	  		  	11-23-93	  	8028	  	12/1/1994	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	18: LUGGAGE, UMBRELLAS, HANDBAGS, DUFFEL-BAGS

  

 
  


					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	APPLN. NO.	  	APPLN. DATE	  	REG. NO.	  	REG. DATE	  	STATUS
	 Puerto Rico
	    	J. CREW and Design (with oarsman and underline)	  		  	07-02-93	  	8016	  	9/19/1989	  	REGISTERED
		    	  
  

 



	  		  		  		  		  	
	
	 18: LUGGAGE, UMBRELLAS, HANDBAGS AND DUFFEL BAGS

 
  

	 Puerto Rico
	    	J. CREW and Design (with oarsman and underline)	  		  	08-27-93	  	8031	  	9/19/1989	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	 42: RETAIL CATALOG SERVICES IN THE FIELD OF CLOTHING, LUGGAGE AND CLOTHING ACCESSORIES

 
  

	 Puerto Rico
	    	J. CREW and Design (with oarsman and underline)	  		  	11-23-93	  	8032	  	9/19/1989	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	 25: MEN’S AND WOMEN’S SHIRTS, SWEATERS, SHOES, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS,
JACKETS, SLICKERS, SKIRTS, BLOUSES AND DRESSES
  
  

	 Singapore
	    	J. CREW	  	3580/94	  	05-06-94	  	3580/94	  	5/6/1994	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 35: DIRECT MAIL ADVERTISING, COMPILATION OF MAILING LISTS

 
  

	 Singapore
	    	J. CREW	  	3448/88	  	07-06-88	  	3448/88	  	7/6/1988	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: MEN’S AND WOMEN’S SHIRTS, SWEATERS, SHOES, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, RAINCOATS, SKIRTS, BLOUSES AND
DRESSES

  
  

 


					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	Singapore	    	J. CREW and Design (with oarsman and no underline)	  	3443/94	  	04-29-94	  	3443/94	  	4/29/1994	  	REGISTERED
	  

 



  

	25: SHIRTS, T-SHIRTS, BLOUSES, CAMISOLES, SWEATSHIRTS, SWEATERS, CARDIGANS, VESTS, TUNICS, COATS, JACKETS, SLICKERS, BLAZERS, SUITS, BODYSUITS, TANK TOPS, ROMPERS,
JUMPSUITS, PANTS, JEANS, SHORTS, STIRRUPS, SKIRTS, DRESSES, CHEMISES, PAJAMAS, NIGHTGOWNS, BELTS, SWIMWEAR, LINGERIE, PANTIES, BRAS, SLIPS, HOSIERY, SOCKS, LEGGINGS, EXERCISEWEAR, LEOTARDS, UNITARDS, BICYCLE SHORTS, BRA TOPS, SCARVES, BANDANNAS,
GLOVES, HATS, FOOTWEAR, SLIPPERS, SHOES, SNEAKERS, MULES, SANDALS, MOCCASINS, ESPADRILLES, AND THONGS
	  

							
	South Korea	    	J. CREW	  	96/34993	  	08-09-96	  	388004	  	12/24/1997	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	12: TOILETRY CASES
	  

							
	South Korea	    	J. CREW	  	88-10151	  	05-02-88	  	179205	  	9/19/1989	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	NA 45: MEN’S AND WOMEN’S SHIRTS, SWEATERS, CAPS AND HATS, BANDANAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, SKIRTS, BLOUSES, DRESSES AND
GLOVES
	  

							
	South Korea	    	J. CREW	  	96/25392	  	06-14-96	  	421728	  	9/18/1998	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	18: HANDBAGS, OPERA BAGS, KNAPSACKS, DUFFEL BAGS, WALLETS. NAME CARD CASES, CREDIT CARD CASES, CARDBOARD BOXES, PAPER BAGS AND PLASTIC PACKING BAGS
	  

							
	South Korea	    	J. CREW	  	94/3637	  	05-06-94	  	29728	  	12/22/1995	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	35-: RETAIL AND MAIL ORDER CATALOG SERVICES IN THE FIELD OF CLOTHING, CLOTHING ACCESSORIES, JEWELRY AND LUGGAGE; FACTORY, RETAIL AND WHOLESALE OUTLET STORE SERVICES IN
THE FIELD OF CLOTHING, CLOTHING ACCESSORIES, JEWELRY AND LUGGAGE.
	  


  


					
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J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	South Korea	    	J. CREW (Korean characters)	  	94/32517	  	08-12-94	  	344259	  	7/29/1996	  	REGISTERED
	  

 



  

	25: SHIRTS, T-SHIRTS, DRESS SHIRTS, BLOUSES, CAMISOLES, SWEATSHIRTS, SWEATERS, CARDIGANS, VESTS, TUNICS, COATS, JACKETS, PARKAS, SLICKERS, BLAZERS, SUITS, BODYSUITS,
TANKTOPS, ROMPERS, JUMPSUITS, PANTS, JEANS, SHORTS, SKIRTS, DRESSES, CHEMISES, ROBES, PAJAMAS, HOSIERY, SOCKS, LEGGINGS, TIES, SCARVES, BANDANNAS, GLOVES, (INCLUDING, WEDDING GLOVES, DRIVING GLOVES, WINTER GLOVES AND MITTENS) NIGHTGOWNS, BELTS,
SWIMWEAR, LINGERIE, PANTIES, BRAS, SLIPS, APRONS, LEOTARDS, UNITARDS, BICYCLE SHORTS, BRA TOPS, CAPS, HATS, AND HEADBANDS
	  

							
	South Korea	    	J. CREW (Korean Characters)	  	94/6435	  	08-12-94	  	32389	  	7/22/1996	  	REGISTERED
	  

 



  

	35: RETAIL AND MAIL ORDER CATALOG SERVICES IN THE FIELD OF CLOTHING, CLOTHING ACCESSORIES, JEWELRY AND LUGGAGE; FACTORY, RETAIL AND WHOLESALE OUTLET STORE SERVICES IN
THE FIELD OF CLOTHING, CLOTHING ACCESSORIES, JEWELRY AND LUGGAGE
	  

							
	South Korea	    	J. CREW and Design (with oarsman and underline)	  	96/25394	  	06-14-96	  	421727	  	9/18/1998	  	REGISTERED
		    	



	  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	18: HANDBAGS, OPERA BAGS, KNAPSACKS, DUFFEL BAGS, WALLETS, NAME CARD CASES, CREDIT CARD CASES, TOILETRY CASES, CARDBOARD BOXES, PAPER BAGS AND PLASTIC PACKING
BAGS
	  

	  
 South Korea
	    	J. CREW and Design (with oarsman and underline)	  	96/34995	  	08-09-96	  	400578	  	3/26/1998	  	REGISTERED
	  

 



  

	12: TOILETRY CASES
	  

							
	South Korea	    	J. CREW and Design (with oarsman and underline)	  	88-11564	  	05-24-88	  	179206	  	9/19/1989	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	  

 



  

	 25: MEN’S AND WOMEN’S SHIRTS, SWEATERS, CAPS AND HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS,
JACKETS, SLICKERS, SKIRTS, BLOUSES, DRESSES AND GLOVES
  


  


					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO
	  	 REG. DATE
	  	 STATUS

	Sri Lanka	    	J. CREW & DESIGN (WITH LINE)	  	56666	  	12-29-88	  	56666	  	12/29/1998	  	REGISTERED
	  

 



  

	25: MEN’S AND WOMEN’S SHIRTS, SWEATERS, SHOES, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, SKIRTS, BLOUSES AND DRESSES

	  

							
	Sri Lanka	    	J. CREW (STYLIZED)	  	56665	  	12-29-88	  	56665	  	12/29/1998	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: MEN’S AND WOMEN’S SHIRTS, SWEATERS, SHOES, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, SKIRTS, BLOUSES AND DRESSES

	  

							
	Switzerland	    	J. CREW	  	9598/1993.4	  	08-04-93	  	416467	  	8/4/1993	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 9: SUNGLASSES, EYEGLASS FRAMES; CARRYING CASES FOR SUN-GLASSES AND EYEGLASSES; PARTS AND FITTINGS FOR SUNGLASSES AND
EYEGLASSES, EYEGLASS CASES; 16: RETAIL AND MAIL ORDER CATALOGS IN THE FIELD OF CLOTHING, LUGGAGE AND CLOTHING ACCESSORIES; 18: LUGGAGE, HANDBAGS, DUFFEL BAGS, TOTE BAGS, WEEKENDER BAGS, BACKPACKS, PURSES, COSMETICS CASES (SOLD EMPTY), SHAVING KITS
(SOLD EMPTY), BILLFOLDS, PASSPORT CASES, COIN CASES, KEY CASES, CHECKBOOK CASES, AND UMBRELLAS;
  

21: DUST RUFFLES;
  

24: HOME FURNISHINGS, INCLUDING PILLOW CASES, PILLOW SHAMS, SHEETS, BED SKIRTS, COMFORTERS, BLANKET COVERS, DUVET COVERS, CONFORTER COVERS, BLANKETS, BED
SPREADS, QUILTS, TOWELS, WASH CLOTHS, SHOWER CURTAINS, BATH MATS, PLACEMATS, TABLECLOTHS, NAPKINS, TABLE LINENS, WINDOW CURTAINS, AND DRAPERIES;
  

25: SHIRTS, T-SHIRTS, BLOUSES, SWEATSHIRTS, SWEATERS, VESTS, COATS, JACKETS, TEXT TYPE: GD2 BLAZERS, PARKAS, SLICKERS, APRONS, SUITS, JUMPSUITS, PANTS,
SKI-PANTS, JEANS, SHORTS, BOXER SHORTS, SKIRTS, DRESSES, ROBES, PAJAMAS, NIGHTGOWNS, SLIPS, BELTS, SWIMWEAR, SOCKS, LEGGINGS, TIES, BANDANNAS, SCARVES, GLOVES, HEADBANDS, CAPS, HATS, AND FOOTWEAR;

 
 42: RETAIL AND MAIL ORDER CATALOG SERVICES IN THE FIELD OF CLOTHING, LUGGAGE,
CLOTHING ACCESSORIES, AND HOME FURNISHINGS; RETAIL SERVICES IN THE FIELD OF CLOTHING, LUGGAGE, CLOTHING ACCESSORIES AND HOME FURNISHINGS

	  

							
	Taiwan	    	J. CREW	  	88023663	  	05-18-99	  	00901593	  	8/16/2000	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	24:TOWELS
	  


  


					
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J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	 Taiwan
	    	J. CREW	  	88023665	  	05-18-99	  	00917471	  	1/1/2001	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: BANDANAS, NECKTIES, SOCKS, BOOTS, SHOES, HOSIERY AND BELTS; CAPS, NECKTIES, GLOVES, HOSIERY, SOCKS AND PANTYHOSE
	  

	  

Taiwan
	    	J. CREW	  	83032577	  	05-09-94	  	00079957	  	12/15/1995	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	42: ACTING AS AGENCY FOR DISTRIBUTION OF CLOTHING, CLOTHING ACCESSORIES, JEWELRY AND LUGGAGE, MAIL ORDER SERVICES IN THE FIELD OF CLOTHING, CLOTHING ACCESSORIES,
JEWELRY AND LUGGAGE; SERVICES IN IMPORT-EXPORT TRADING AND AGENT FOR QUOTATIONS, TENDERS AND SALES OF VARIOUS PRODUCTS FOR DOMESTIC AND FOREIGN MANUFACTURES
	  

	  

Taiwan
	    	J. CREW	  	77/44943	  	09-30-88	  	00524921	  	6/1/1991	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	40: MEN’S AND WOMEN’S SHIRTS, PANTS, SHORTS, SKIRTS, JACKETS, SWEATERS, SWEAT SHIRTS, SLICKERS AND BLOUSES
	  

 

	 Taiwan
	    	J. CREW (ENGLISH AND CHINESE CHARACTERS)	  	83063797	  	10-14-94	  	78559	  	9/16/1995	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	42: RETAIL AND MAIL ORDER CATALOG SERVICES IN THE FIELD OF CLOTHING, CLOTHING ACCESSORIES, JEWELRY AND LUGGAGE; FACTORY, RETAIL AND WHOLESALE OUTLET STORE SERVICES IN
THE FIELD OF CLOTHING, CLOTHING ACCESSORIES, JEWELRY AND LUGGAGE
	  

 

	 Taiwan
	    	J. CREW (ENGLISH AND CHINESE CHARACTERS)	  	83063798	  	10-14-94	  	00711340	  	5/31/1991	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	25: CLOTHING; NAMELY SHIRTS, T-SHIRTS, BLOUSES, CAMISOLES, SWEATSHIRTS, SWEATERS, CARDIGANS, VESTS, TUNICS, COATS, JACKETS, PARKAS, SLICKERS, BLAZERS, SUITS, BODYSUITS,
TANKTOPS, ROMPERS, JUMPSUITS, PANTS, JEANS, SHORTS, STIRRUPS, SKIRTS, DRESSES, CHEMISES, ROBES, PAJAMAS, HOSIERY, SOCKS, LEGGINGS, TIES, SCARVES, BANDANNAS, GLOVES, NIGHTGOWNS, BELTS, SWIMWEAR, LINGERIE, PANTIES, BRAS, SLIPS, APRONS, EXERCISE WEAR
(LEOTARDS, UNITARDS, BICYCLE SHORTS, BRA TOPS) HEADGEAR (CAPS, HATS, HEADBANDS); FOOTWEAR (SLIPPERS, SHOES, SNEAKERS, MULES, SANDALS, MOCASSINS, ESPADRILLES, AND THONGS) (FORMERLY LOCAL CLASS 40)
	  



 


					
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 J. Crew International, Inc. 

J. CREW Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	 Taiwan
	    	J. CREW and Design (with oarsman and underline)	  	88023666	  	05-18-99	  	00920845	  	12/16/2000	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	25: BANDANAS, NECKTIES, SOCKS, BOOTS, SHOES, HOSIERY AND BELTS; CAPS, NECKTIES, GLOVES, HOSIERY, SOCKS AND PANTYHOSE
	  

	  

Taiwan
	    	J. CREW and Design (with oarsman and underline)	  	88023664	  	05-18-99	  	00908257	  	9/30/2000	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	24: TOWELS
	  

	  

Thailand
	    	J. CREW	  	609945	  	11-15-05	  	Kor248756	  	11/15/2005	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: SHIRTS, T’SHIRTS, SWEATERS, CARDIGANS, TUNICS, SCARVES, TIES, BANDANNAS, HEADBANDS, SHORTS, BOXER SHORTS, PANTS (EXCEPT UNDERPANTS AND SPORTS PANTS), JEAN
TROUSERS, JEAN SHIRTS, JEAN JACKETS, STIRRUPS, SWEATSHIRTS, SWEATPANTS, BELTS, SOCKS, COATS, JACKETS, VESTS, BLAZERS, SUITS, RAINCOATS, SLICKERS, PARKAS, SKIRTS, BLOUSES, CHEMISES, CAMISOLES, ROBES, DRESSES, KNIT TOPS, PAJAMAS, LEGGINGS, TIGHTS,
GLOVES, NIGHTGOWNS. LINGERIE, PANTIES, BRAS, SLIPS, APRONS, SPORTSWEAR, BODYSUITS, TANK TOPS, ROMPERS, JUMPSUITS, SKI PANTS, EXERCISE WEAR, LEOTARDS, UNITARDS, BICYCLE SHORTS, BRA TOPS, JOGGING SUITS, SWIMWEAR, STOCKING AND UNDERWEAR, CAPS, HATS,
SLIPPERS, SHOES, SPORT SHOES, BOOTS, SNEAKERS, MULES, SANDALS, MOCCASINS, ESPADRILLES, THONGS
	  

	  

Thailand
	    	J. CREW and Design (with oarsman and underline)	  	359724	  	05-12-98	  	73859	  	5/12/1988	  	REGISTERED
		    	  

 



  
	  		  		  		  		  	
	NA 38: ARTICLES OF CLOTHING; GOODS AS RECLASSIFIED IN INTERNATIONAL CLASS 25: SHIRTS, T-SHIRTS, SWEATERS, CARDIGANS, TUNICS, CAPS, HATS, SCARVES, TIES, BANDANNAS,
HEADBANDS, SHORTS, BOXER SHORTS, PANTS (EXCEPT UNDERPANTS AND SPORT PANTS), JEANS, STIRRUPS, SWEATSHIRTS, SWEATPANTS, BELTS, SOCKS, COATS, JACKETS, VESTS, BLAZERS, SUITS, COATS, RAINCOATS, SLICKERS, PARKAS, SKIRTS, BLOUSES, CHEMISES, CAMISOLES,
ROBES, DRESSES, KNIT TOPS, PAJAMAS, SOCKS, LEGGINGS, TIGHTS, GLOVES, NIGHTGOWNS, LINGERIE, PANTIES, BRAS, SLIPS, APRONS, SPORTSWEAR, BODYSUITS, TANK TOPS, ROMPERS, JUMPSUITS, SKI-PANTS, EXERCISE WEAR, LEOTARDS, UNITARDS, BICYCLE SHORTS, BRA TOPS,
JOGGING SUITS, SLIPPERS, SHOES (EXCEPT SPORT SHOES), SPORTSHOES, BOOTS, SNEAKERS, MULES, (CONTINUED GDS 2) TEXT TYPE: GD2 SANDALS, MOCCASINS, ESPADRILLES AND THONGS, SWIMWEAR
	  



 


					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	APPLN. NO.	  	APPLN. DATE	  	REG. NO.	  	REG. DATE	  	STATUS
	 Turkey
	    	J. CREW	  	2005/049702	  	11-21-05	  	2005 49702	  	11/21/2005	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	24: WOVEN AND NON-WOVEN FABRICS; CURTAINS; QUILTS; COARSE GLOVES AND CLOTHES FOR SOAPING, TOWELS; WALL COVERINGS OF TEXTILE, HANKERCHIEFS OF TEXTILE; FLAGS OF TEXTILE,
SADDLEBAGS
	
	25: CLOTHING MADE OF ALL KINDS OF MATERIALS (INNERWEAR AND OUTERWEAR); HOSIERY, FOOTWEAR, HEADGEAR, SPECIAL ARTICLES FOR BABIES, INCLUDED IN THIS CLASS; TIES, BELTS

	  

							
	 Turkey
	    	J. CREW	  	97/11849	  	08-14-97	  	1997011849	  	8/14/1997	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	I8: ANIMAL SKINS, HIDES, UMBRELLAS, PARASOLS AND WALKING STICKS
	  

							
	 United Kingdom
	    	J. CREW and Design (with oarsman)	  	B1340825	  	04-08-88	  	B1340825	  	4/8/1988	  	REGISTERED
							
		    	



	  		  		  		  		  	
	
	25: SHIRTS FOR MEN AND WOMEN; SHOES, CAPS, HATS, BANDANNAS, SHORTS, PANTS, TROUSERS, BELTS, SOCKS, JACKETS, SLICKERS, SKIRTS, BLOUSES AND DRESSES
	  

							
	 United Kingdom
	    	J. CREW and Design (with oarsman)	  	B1545162	  	08-17-93	  	B1545I62	  	8/17/1993	  	REGISTERED
							
		    	



	  		  		  		  		  	
	
	9: SUNGLASSES, SUNGLASS AND EYEGLASS FRAMES; CARRYING CASES FOR SUNGLASSES AND EYEGLASSES; PARTS AND FITTINGS FOR SUNGLASSES AND EYEGLASSES
	
	18: LUGGAGE, HANDBAGS, DUFFEL BAGS, TOTE BAGS, WEEKENDER BAGS, BACKPACKS, PURSES, COSMETIC CASES AND SHAVING CASES, ALL BEING SOLD EMPTY; BILLFOLDS, PASSPORTS CASES,
COINCASES, KEY CASES, CHECKBOOK CASES AND UMBRELLAS
	
	24: PILLOW CASES, PILLOW SHAMS, DUST RUFFLES, SHEETS, BED SKIRTS, COMFORTERS, BLANKET COVERS, DUVET COVERS, COMFORTER COVERS, BLANKETS, BED SPREADS, QUILTS, TOWELS,
WASH CLOTHS, SHOWER CURTAINS, TEXTILE BATH MATS, TEXTILE PLACEMATS, TEXTILE TABLE CLOTHS, TEXTILE NAPKINS, TABLE LINEN, WINDOW CURTAINS AND DRAPERIES
	  



 


					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	APPLN. NO.	  	APPLN. DATE	  	REG. NO.	  	REG. DATE	  	STATUS
	 United States
	    	J. CREW	  	73/411551	  	01-31-83	  	1308888	  	12/11/1984	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	18: LUGGAGE, UMBRELLAS, HANDBAGS, DUFFEL BAGS; 25: MEN’S AND WOMEN’S SHIRTS, SWEATERS, SHOES, CAPS, HATS, BANDANAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS,
JACKETS, SLICKERS, SKIRTS, BLOUSES, DRESSES; 42: RETAIL CATALOG SERVICES IN THE FIELD OF CLOTHING, LUGGAGE AND CLOTHING ACCESSORIES
	  

							
	 United States
	    	J. CREW	  	74/710155	  	08-02-95	  	2169873	  	6/30/1998	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: WOMEN’S INTIMATE APPAREL, NAMELY, BRAS, BRA TOPS, TANKTOPS, BRIEFS, BIKINI BOTTOMS AND THONGS
	  

							
	 United States
	    	J. CREW	  	75/706289	  	05-14-99	  	2462509	  	6/19/2001	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	14: NECKLACES, BRACELETS, EARRINGS AND RINGS
	  

							
	 United States
	    	J. CREW	  	78/652,755	  	06-17-05	  	3,098,101	  	5/30/2006	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	35: ON LINE CATALOG SERVICES FEATURING CLOTHING AND ACCESSORIES DISTRIBUTED BY MEANS OF A GLOBAL COMPUTER INFORMATION NETWORK
	  

							
	 United States
	    	J. CREW	  	75/676905	  	04-08-99	  	2351667	  	5/23/2000	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	35: RETAIL OUTLET AND RETAIL STORE SERVICES IN THE FIELD OF CLOTHING AND ACCESSORIES
	  



 


					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	 United States
	    	J. CREW KID	  	75/841909	  	11-05-99	  	2525857	  	1/1/2002	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: CHILDREN’S CLOTHING, NAMELY, SHIRTS, SWEATERS, CAPS, HATS, SHORTS, SWEATSHIRTS, PANTS, BELTS FOR CLOTHING, SOCKS, JACKETS, BLOUSES, DRESSES AND
HOSIERY
	  

	  
 United
States
	    	J. CREW UNTUCKED	  	78/496989	  	10-08-04	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: SHIRTS, T-SHIRTS, BLOUSES, SWEATERS, SWEAT SHIRTS, SWEAT PANTS, COATS, JACKETS, SHORTS, PANTS, SUITS, DRESSES, SKIRTS, SWIMWEAR, UNDERWEAR, SLEEPWEAR, LOUNGEWEAR,
TIGHTS, CAPS, HATS, GLOVES, SCARVES, TIES, POCKET SQUARES, BELTS, SOCKS AND FOOTWEAR
	  

	  
 United
States
	    	J. CREW UNTUCKED	  	78/563993	  	02-09-05	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	35: RETAIL STORES AND ON-LINE RETAIL STORE SERVICES ALL FEATURING CLOTHING AND ACCESSORIES
	  

	  
 United
States
	    	SO J. CREW	  	76/051252	  	05-18-00	  	2735138	  	7/8/2003	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 4: SCENTED AND UNSCENTED CANDLES

	  

	  

Uruguay
	    	J. CREW	  	293323	  	02-17-97	  	293323	  	1/10/2002	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 18: ALL GOODS IN CLASS
  

25: ALL GOODS IN CLASS
  

42: ALL SERVICES IN CLASS

	  



 


					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	Venezuela	    	J. CREW	  	005839	  	03-25-92	  	572	  	7/10/1994	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	42: RETAIL CATALOG SERVICES
	  

							
	Venezuela	    	J. CREW	  	005841	  	03-25-92	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	NA 39: MEN’S AND WOMEN’S SHIRTS, SWEATERS, SHOES, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, SKIRTS, BLOUSES AND
DRESSES
	  

							
	Venezuela	    	J. CREW and Design (with oarsman and underline)	  	005838	  	03-25-92	  		  		  	FILED
	  

 



  

	NA 39: MEN’S AND WOMEN’S SHIRTS, SWEATERS, SHOES, CAPS, HATS, BANDANNAS, SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, SKIRTS, BLOUSES AND
DRESSES
	  

							
	Vietnam	    	J. CREW	  	4-2006-02620	  	02-27-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: CLOTHING, FOOTWEAR, HEADGEAR
	  

							
	Virgin Islands     (US)	    	J. CREW	  		  		  	6130	  	12/11/1984	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 18: LUGGAGE UMBRELLAS, HANDBAGS, DUFFEL BAGS,

 
 25: MEN’S AND WOMEN’S SHIRTS, SWEATERS, SHOES, CAPS, HATS, BANDANNAS,
SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, SKIRTS, BLOUSES, DRESSES
  

42: RETAIL CATALOG SERVICES IN THE FIELD OF CLOTHING, LUGGAGE AND CLOTHING ACCESSORIES

	  



 


					
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 J. Crew International, Inc. 

J. Crew Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	 	APPLN. NO.	 	APPLN. DATE	 	 REG. NO.
	 	REG. DATE	 	STATUS
	 Virgin Islands (US)
	    	J. CREW	 		 		 	6128	 	3/9/1993	 	REGISTERED
		    		 		 		 		 		 	
		    		 		 		 		 		 	
		    		 		 		 		 		 	
	 42: RETAIL OUTLET AND RETAIL STORE SERVICES IN THE FIELD OF CLOTHING AND
ACCESSORIES
  
  

	 Virgin Islands (US)
	    	J. CREW and Design (with oarsman and underline)	 		 		 	6129	 	9/19/1989	 	REGISTERED
		    	  

 



  
	 		 		 		 		 	
	 18: LUGGAGE UMBRELLAS, HANDBAGS, DUFFEL BAGS,

 
 25: MEN’S AND WOMEN’S SHIRTS, SWEATERS, SHOES, CAPS, HATS, BANDANAS,
SHORTS, SWEATSHIRTS, PANTS, BELTS, SOCKS, JACKETS, SLICKERS, SKIRTS, BLOUSES, DRESSES;
  

42: RETAIL CATALOG SERVICES IN THE FIELD OF CLOTHING, LUGGAGE AND CLOTHING ACCESSORIES

 


  


					
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 Millard S. Drexler, Inc. 

MADEWELL Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	Brazil	    	MADEWELL	  	828795207	  	10-11-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: CLOTHING NAMELY, PANTS, SHORTS, SLACKS, JEANS, SWEATPANTS, OVERALLS, SHIRTS, BLOUSES, JACKETS, OUTERWEAR, SWEATERS, VESTS, BLAZERS, SKIRTS, DRESSES, HATS, CAPS,
BANDANAS, SHORTS, T-SHIRTS, SWEATSHIRTS, SOCKS, SLICKERS, SWIMWEAR, LOUNGEWEAR, ROBES, PAJAMAS, SCARVES, BELTS, GLOVES, FOOTWEAR, SHOES, BOOTS, SNEAKERS, AND FLIP FLOPS
	  

							
	China (People’s Republic Of)	    	MADEWELL	  	FORTHCOMING	  	11-15-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: CLOTHING NAMELY, PANTS, SHORTS, SLACKS, JEANS, SWEATPANTS, OVERALLS, SHIRTS, BLOUSES, JACKETS, OUTERWEAR, SWEATERS, VESTS, BLAZERS, SKIRTS, DRESSES, HATS, CAPS,
BANDANAS, SHORTS, T-SHIRTS, SWEATSHIRTS, SOCKS, SLICKERS, SWIMWEAR, LOUNGEWEAR, ROBES, PAJAMAS, SCARVES, BELTS, GLOVES, FOOTWEAR, SHOES, BOOTS, SNEAKERS, AND FLIP FLOPS
	  

							
	Colombia	    	MADEWELL	  	0700851	  	01-04-07	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: CLOTHING NAMELY, PANTS, SHORTS, SLACKS, JEANS, SWEATPANTS, OVERALLS, SHIRTS, BLOUSES, JACKETS, OUTERWEAR, SWEATERS, VESTS, BLAZERS, SKIRTS, DRESSES, HATS, CAPS,
BANDANAS, SHORTS, T-SHIRTS, SWEATSHIRTS, SOCKS, SLICKERS, SWIMWEAR, LOUNGEWEAR, ROBES, PAJAMAS, SCARVES, BELTS, GLOVES, FOOTWEAR, SHOES, BOOTS, SNEAKERS, AND FLIP FLOPS
	  

							
	Ecuador	    	MADEWELL	  	176365	  	10-06-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: CLOTHING NAMELY, PANTS, SHORTS, SLACKS, JEANS, SWEATPANTS, OVERALLS, SHIRTS, BLOUSES, JACKETS, OUTERWEAR, SWEATERS, VESTS, BLAZERS, SKIRTS, DRESSES, HATS, CAPS,
BANDANAS, SHORTS, T-SHIRTS, SWEATSHIRTS, SOCKS, SLICKERS, SWIMWEAR, LOUNGEWEAR, ROBES, PAJAMAS, SCARVES, BELTS, GLOVES, FOOTWEAR, SHOES, BOOTS, SNEAKERS, AND FLIP FLOPS
	  



 


					
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 Millard S. Drexler, Inc. 

MADEWELL Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	 Egypt
	    	MADEWELL	  	194001	  	11-19-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: CLOTHING NAMELY, PANTS, SHORTS, SLACKS, JEANS, SWEATPANTS, OVERALLS, SHIRTS, BLOUSES, JACKETS, OUTERWEAR, SWEATERS,
VESTS, BLAZERS, SKIRTS, DRESSES, HATS, CAPS, BANDANAS, SHORTS, T-SHIRTS, SWEATSHIRTS, SOCKS, SLICKERS, SWIMWEAR, LOUNGEWEAR, ROBES, PAJAMAS, SCARVES, BELTS, GLOVES, FOOTWEAR, SHOES, BOOTS, SNEAKERS, AND FLIP FLOPS

 
  

	 Hong Kong
	    	MADEWELL	  	300737406	  	10-10-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: CLOTHING NAMELY, PANTS, SHORTS, SLACKS, JEANS, SWEATPANTS, OVERALLS, SHIRTS, BLOUSES, JACKETS, OUTERWEAR, SWEATERS,
VESTS, BLAZERS, SKIRTS, DRESSES, HATS, CAPS, BANDANAS, SHORTS, T-SHIRTS, SWEATSHIRTS, SOCKS, SLICKERS, SWIMWEAR, LOUNGEWEAR, ROBES, PAJAMAS, SCARVES, BELTS, GLOVES, FOOTWEAR, SHOES, BOOTS, SNEAKERS, AND FLIP FLOPS

 
  

	 India
	    	MADEWELL	  	1495002	  	10-19-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: CLOTHING NAMELY, PANTS, SHORTS, SLACKS, JEANS, SWEATPANTS, OVERALLS, SHIRTS, BLOUSES, JACKETS, OUTERWEAR, SWEATERS,
VESTS, BLAZERS, SKIRTS, DRESSES, HATS, CAPS, BANDANAS, SHORTS, T-SHIRTS, SWEATSHIRTS, SOCKS, SLICKERS, SWIMWEAR, LOUNGEWEAR, ROBES, PAJAMAS, SCARVES, BELTS, GLOVES, FOOTWEAR, SHOES, BOOTS, SNEAKERS, AND FLIP FLOPS

 
  

	 Indonesia
	    	MADEWELL	  	D00 2006 037392	  	11-17-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: CLOTHING NAMELY, PANTS, SHORTS, SLACKS, JEANS, SWEATPANTS, OVERALLS, SHIRTS, BLOUSES, JACKETS, OUTERWEAR, SWEATERS,
VESTS, BLAZERS, SKIRTS, DRESSES, HATS, CAPS, BANDANAS, SHORTS, T-SHIRTS, SWEATSHIRTS, SOCKS, SLICKERS, SWIMWEAR, LOUNGEWEAR, ROBES, PAJAMAS, SCARVES, BELTS, GLOVES, FOOTWEAR, SHOES, BOOTS, SNEAKERS, AND FLIP FLOPS

 
  

	 Japan
	    	MADEWELL	  	T2004-56130	  	06-17-04	  	4858862	  		  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	

  
  

 


					
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 Millard S. Drexler, Inc. 

MADEWELL Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	 APPLN. DATE
	  	 REG. NO.
	  	 REG. DATE
	  	 STATUS

	Macao	    	MADEWELL	  	N/24595	  	10-17-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: CLOTHING NAMELY, PANTS, SHORTS, SLACKS, JEANS, SWEATPANTS, OVERALLS, SHIRTS, BLOUSES, JACKETS, OUTERWEAR, SWEATERS, VESTS, BLAZERS, SKIRTS, DRESSES, HATS, CAPS,
BANDANAS, SHORTS, T-SHIRTS, SWEATSHIRTS, SOCKS, SLICKERS, SWIMWEAR, LOUNGEWEAR, ROBES, PAJAMAS, SCARVES, BELTS, GLOVES, FOOTWEAR, SHOES, BOOTS, SNEAKERS, AND FLIP FLOPS
	  

							
	Malaysia	    	MADEWELL	  	06019224	  	10-19-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: CLOTHING NAMELY, PANTS, SHORTS, SLACKS, JEANS, SWEATPANTS, OVERALLS, SHIRTS, BLOUSES, JACKETS, OUTERWEAR, SWEATERS, VESTS, BLAZERS, SKIRTS, DRESSES, HATS, CAPS,
BANDANAS, SHORTS, T-SHIRTS, SWEATSHIRTS, SOCKS, SLICKERS, SWIMWEAR, LOUNGEWEAR, ROBES, PAJAMAS, SCARVES, BELTS, GLOVES, FOOTWEAR, SHOES, BOOTS, SNEAKERS, AND FLIP FLOPS
	  

							
	Mexico	    	MADEWELL	  	811973	  	10-10-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: CLOTHING NAMELY, PANTS, SHORTS, SLACKS, JEANS, SWEATPANTS, OVERALLS, SHIRTS, BLOUSES, JACKETS, OUTERWEAR, SWEATERS, VESTS, BLAZERS, SKIRTS, DRESSES, HATS, CAPS,
BANDANAS, SHORTS, T-SHIRTS, SWEATSHIRTS, SOCKS, SLICKERS, SWIMWEAR, LOUNGEWEAR, ROBES, PAJAMAS, SCARVES, BELTS, GLOVES, FOOTWEAR, SHOES, BOOTS, SNEAKERS, AND FLIP FLOPS
	  

							
	Pakistan	    	MADEWELL	  	228240	  	10-11-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: CLOTHING NAMELY, PANTS, SHORTS, SLACKS, JEANS, SWEATPANTS, OVERALLS, SHIRTS, BLOUSES, JACKETS, OUTERWEAR, SWEATERS, VESTS, BLAZERS, SKIRTS, DRESSES, HATS, CAPS,
BANDANAS, SHORTS, T-SHIRTS, SWEATSHIRTS, SOCKS, SLICKERS, SWIMWEAR, LOUNGEWEAR, ROBES, PAJAMAS, SCARVES, BELTS, GLOVES, FOOTWEAR, SHOES, BOOTS, SNEAKERS, AND FLIP FLOPS
	  

							
	Paraguay	    	MADEWELL	  	30746/2006	  	10-13-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	25: CLOTHING NAMELY, PANTS, SHORTS, SLACKS, JEANS, SWEATPANTS, OVERALLS, SHIRTS, BLOUSES, JACKETS, OUTERWEAR, SWEATERS, VESTS, BLAZERS, SKIRTS, DRESSES, HATS, CAPS,
BANDANAS, SHORTS, T-SHIRTS, SWEATSHIRTS, SOCKS, SLICKERS, SWIMWEAR, LOUNGEWEAR, ROBES, PAJAMAS, SCARVES. BELTS. GLOVES, FOOTWEAR, SHOES, BOOTS, SNEAKERS, AND FLIP FLOPS
	  



 


					
		 	Created by Cowan, Liebowitz & Latman, P.C.	  	Page: 3










 Millard S. Drexler, Inc. 

MADEWELL Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	     APPLN. NO.    
	  	 APPLN. DATE
	  	 REG. NO
	  	 REG. DATE
	  	 STATUS

	 Philippines
	    	MADEWELL	  	4-2006-011162	  	10-11-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: CLOTHING NAMELY, PANTS, SHORTS, SLACKS, JEANS, SWEATPANTS, OVERALLS, SHIRTS, BLOUSES, JACKETS, OUTERWEAR, SWEATERS,
VESTS, BLAZERS, SKIRTS, DRESSES, HATS, CAPS, BANDANAS, SHORTS, T-SHIRTS, SWEATSHIRTS, SOCKS, SLICKERS, SWIMWEAR, LOUNGEWEAR, ROBES, PAJAMAS, SCARVES, BELTS, GLOVES, FOOTWEAR, SHOES, BOOTS, SNEAKERS, AND FLIP FLOPS

 
  

	 Russian Federation
	    	MADEWELL	  	2006729869	  	10-17-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: CLOTHING NAMELY, PANTS, SHORTS, SLACKS, JEANS, SWEATPANTS, OVERALLS, SHIRTS, BLOUSES, JACKETS, OUTERWEAR, SWEATERS,
VESTS, BLAZERS, SKIRTS, DRESSES, HATS, CAPS, BANDANAS, SHORTS, T-SHIRTS, SWEATSHIRTS, SOCKS, SLICKERS, SWIMWEAR, LOUNGEWEAR, ROBES, PAJAMAS, SCARVES, BELTS, GLOVES, FOOTWEAR, SHOES, BOOTS, SNEAKERS, AND FLIP FLOPS

 
  

	 Thailand
	    	MADEWELL	  	645574	  	11-21-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: PANTS (NOT BEING UNDER PANTS OR SPORTS PANTS); SPORT PANTS; SHORTS; SLACKS; JEAN TROUSERS; SWEATPANTS; OVERALLS;
SHIRTS; BLOUSES; JACKETS; UPPER OUTER GARMENTS (NOT BEING UNDER GARMENTS OR SPORTS GARMENTS); SPORT UPPER GARMENTS; SWEATERS; VESTS; BLAZERS; SKIRTS; DRESSES; HAT/CAPS; BANDANAS; T-SHIRTS; SWEATSHIRTS; SOCKS; SLICKERS; SWIMWEAR; LOUNGEWEAR;
SLEEPWEAR; ROBES; SCARVES; BELTS; GLOVES; SHOES AND SPORT SHOES
  
  

	 Turkey
	    	MADEWELL	  	2006/048767	  	10-10-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: CLOTHING NAMELY, PANTS, SHORTS, SLACKS, JEANS, SWEATPANTS, OVERALLS, SHIRTS, BLOUSES, JACKETS, OUTERWEAR, SWEATERS,
VESTS, BLAZERS, SKIRTS, DRESSES, HATS, CAPS, BANDANAS, SHORTS, T-SHIRTS, SWEATSHIRTS, SOCKS, SLICKERS, SWIMWEAR, LOUNGEWEAR, ROBES, PAJAMAS, SCARVES, BELTS, GLOVES, FOOTWEAR, SHOES, BOOTS, SNEAKERS, AND FLIP FLOPS

 
  

	 United States
	    	MADEWELL	  	72/416485	  	02-24-72	  	968685	  	9/18/1973	  	REGISTERED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: MEN’S, WOMEN’S AND CHILDREN’S CLOTHING-NAMELY, WORK-WEAR, PANTS, SLACKS, JEANS, SHIRTS AND
JACKETS
  


  


					
		 	Created by Cowan, Liebowitz & Latman, P.C.	  	Page: 4










 Millard S. Drexler, Inc. 

MADEWELL Worldwide Registrations and Applications 
  

 
  


													
	 COUNTRY
	    	 MARK
	  	 APPLN. NO.
	  	APPLN. DATE	  	REG. NO.	  	REG. DATE	  	STATUS
	 United States
	    	MADEWELL	  	77/015932	  	10-06-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 18: LUGGAGE, HANDBAGS, DUFFEL BAGS, TOTE BAGS, LEATHER BELTS, SMALL LEATHER GOODS SUCH AS WALLETS, KEY CHAINS, POUCHES,
LEATHER GLOVES AND UMBRELLAS;
  
 25: CLOTHING, NAMELY, PANTS, SHORTS,
SLACKS, JEANS, SWEATPANTS, OVERALLS, SKIRTS, BLOUSES, JACKETS, OUTERWEAR, SWEATERS, VESTS, BLAZERS, SKIRTS, DRESSES, HATS, CAPS, BANDANAS, T-SHIRTS, SWEATSHIRTS, SOCKS, SLICKERS, SWIMWEAR, LOUNGEWEAR, ROBES, PAJAMAS, SCARVES, BELTS, GLOVES,
FOOTWEAR, SHOES, BOOTS, SNEAKERS AND FLIP FLOPS;
  
 35: ON-LINE AND IN STORE
RETAIL STORE SERVICES AND CATALOG SERVICES IN THE FIELDS OF CLOTHING, FOOTWEAR, HANDBAGS, UMBRELLAS, LUGGAGE AND BAGS, SMALL LEATHER ACCESSORIES, KEY CHAINS AND JEWELRY

 

							
	  

Venezuela
	    	MADEWELL	  	22918-06	  		  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: CLOTHING NAMELY, PANTS, SHORTS, SLACKS, JEANS, SWEATPANTS, OVERALLS, SHIRTS, BLOUSES, JACKETS, OUTERWEAR, SWEATERS,
VESTS, BLAZERS, SKIRTS, DRESSES, HATS, CAPS, BANDANAS, SHORTS, T-SHIRTS, SWEATSHIRTS, SOCKS, SLICKERS, SWIMWEAR, LOUNGEWEAR, ROBES, PAJAMAS, SCARVES, BELTS, GLOVES, FOOTWEAR, SHOES, BOOTS, SNEAKERS, AND FLIP FLOPS

 

	  

Vietnam
	    	MADEWELL	  	4-2006-19994	  	11-17-06	  		  		  	FILED
		    		  		  		  		  		  	
		    		  		  		  		  		  	
		    		  		  		  		  		  	
	 25: CLOTHING NAMELY, PANTS, SHORTS, SLACKS, JEANS, SWEATPANTS, OVERALLS, SHIRTS, BLOUSES, JACKETS, OUTERWEAR,
SWEATERS, VESTS, BLAZERS, SKIRTS, DRESSES, HATS, CAPS, BANDANAS, SHORTS, 
T-SHIRTS, SWEATSHIRTS, SOCKS, SLICKERS, SWIMWEAR, LOUNGEWEAR, ROBES, PAJAMAS, SCARVES, BELTS, GLOVES, FOOTWEAR, SHOES, BOOTS, SNEAKERS, AND FLIP FLOPS

 


  


					
		 	Created by Cowan, Liebowitz & Latman, P.C.	  	Page: 5









 Schedule 6 

(Bank Accounts; Securities Accounts) 

Securities Account (subject to an account control agreement): 
  

					
	Grantor	 	Broker	 	Account No.
			
	J. Crew Operating Corp.	 	Evergreen Service Company, LLC	 	4941009351661

 Bank Accounts (subject to a deposit account
control agreement): 
  

					
	Grantor	 	Depositary Bank	 	Account No.
			
	J. Crew Group, Inc.	 	Wachovia Bank,
National
Association	 	2000015151816
			
	J. Crew Inc.	 	SunTrust Bank	 	201334585
			
	J. Crew Inc.	 	SunTrust Bank	 	201334097
			
	J. Crew Inc.	 	SunTrust Bank	 	2017172873

  

 Schedule 6 








 Deposit Accounts 

 

							
	 Store
Number
	 	 Bank Name
	 	Account
Number	 	Sub-Account
Numbers
	 2
	 	First Banking Center	 	40034496	 	
	 3
	 	Citizens National Bank	 	33840	 	
	 5
	 	South Carolina B&T	 	120198650	 	
	 6
	 	Northway Bank	 	29830	 	
	 8
	 	Key Bank	 	29203660	 	
	 9
	 	National City	 	3333100033	 	
	 10
	 	BankNorth, NA	 	27266437	 	
	 14
	 	1st Bank of Silverthome	 	4065502802	 	
	 16
	 	AMSouth Bank	 	87245388	 	
	 17
	 	National City	 	189209	 	
	 18
	 	Factory Point National	 	1128698	 	
	 19
	 	AMSouth Bank	 	46594523	 	
	 21
	 	Sovereign Bank	 	81033435	 	
	 22
	 	Bank of America	 	9366179990	 	
	 23
	 	Citizens Bank	 	6100169545	 	
	 27
	 	Wachovia	 	2090000803749	 	
	 28
	 	Northway Bank	 	613231	 	
	 31
	 	Wells Fargo	 	610106155	 	
	 33
	 	Community Bank & Trust	 	155093	 	
	 37
	 	Compass Bank	 	809001381	 	
	 38
	 	Wilmington Trust	 	27614736	 	
	 42
	 	Citizens Bank	 	2202532670	 	
	 44
	 	Five Star Bank	 	277788358	 	
	 45
	 	National City	 	71761401	 	
	 46
	 	Legacy Banks	 	1115003632	 	
	 48
	 	Wachovia	 	2000009172403	 	
	 51
	 	The Fidelity Bank	 	168400104	 	
	 52
	 	Wachovia	 	2000014597617	 	
	 53
	 	Wrentham Co-Operative	 	16005373	 	
	 54
	 	Key Bank	 	479681059701	 	
	 55
	 	Old Second National Bank	 	1705045365	 	
	 56
	 	United Community Bank	 	2036127344	 	
	 58
	 	Irwin Union Bank	 	39926886	 	
	 60
	 	Chase	 	718102643	 	
	 61
	 	Chase	 	722621638	 	
	 62
	 	American National Bank of Texas	 	700019722	 	
	 63
	 	First Bank of the Lake	 	101074301	 	
	 64
	 	Bank of America	 	898005961961	 	
	 66
	 	Bank of the West	 	254055080	 	
	 66
	 	Wells Fargo	 	1939413843	 	

 Schedule 6 








							
	 Store
Number
	 	 Bank Name
	 	Account
Number	 	Sub-Account
Numbers
	 72
	 	 Wachovia
 Bank of America
(factory)
	 	2000035307899
5486854671	 	
	 4
	 		 		 	5486851959
	 24
	 		 		 	5493629970
	 25
	 		 		 	5486851946
	 30
	 		 		 	5486851933
	 39
	 		 		 	5486851920
	 49
	 		 		 	5486854668
	 57
	 		 		 	5505524112
				
		 	HSBC	 	834147599	 	
	 40
	 		 		 	
				
	 47
	 		 		 	
				
		 	Bank of America	 	5562560795	 	
		 	Wells Fargo	 	5763555637	 	
		 	Bank of America	 	898005962387	 	
				
		 	Wachovia	 	2000709726214	 	
	 570
	 		 		 	
	 660
	 		 		 	
		 	SunTrust	 	8801964167	 	
	 519
	 		 		 	
	 632
	 		 		 	
		 	Citibank	 	800374758	 	
	 511
	 		 		 	800374715
	 512
	 		 		 	800374723
	 583
	 		 		 	800374731
				
		 	Key	 	479681021222	 	
	 594
	 		 		 	479681021230
	 604
	 		 		 	479681021248
	 617
	 		 		 	479681021255
	 634
	 		 		 	479681021016
		 	Bank of America	 	9429133405	 	
	 503
	 		 		 	23972964
	 507
	 		 		 	9429135240
	 520
	 		 		 	9429135232
	 537
	 		 		 	4007009342
	 542
	 		 		 	9429135224
	 547
	 		 		 	9429133405
	 552
	 		 		 	71986123
	 560
	 		 		 	9429135275

 Schedule 6









							
	 Store
Number
	 	 Bank Name
	 	Account
Number	 	Sub-Account
Numbers
	 574
	 		 		 	9429135267
	 576
	 		 		 	9429133405
	 595
	 		 		 	2000006158543
	 614
	 		 		 	9429137967
	 636
	 		 		 	9429133376
	 653
	 		 		 	9429133384
	 655
	 		 		 	9429133392
	 672
	 		 		 	9429133405
		 	US Bank	 	823312079	 	
	 528
	 		 		 	153910034484
	 573
	 		 		 	488836172
	 582
	 		 		 	190918474
	 600
	 		 		 	754880292
	 656
	 		 		 	
	 677
	 		 		 	823312079
		 	Chase	 	633498019	 	
	 513
	 		 		 	631050366
	 527
	 		 		 	705001244940
	 535
	 		 		 	622713972
	 549
	 		 		 	633498043
	 568
	 		 		 	633498050
	 590
	 		 		 	1589015849
	 591
	 		 		 	622714012
	 616
	 		 		 	631050424
	 620
	 		 		 	643950413
	 625
	 		 		 	901064807
	 631
	 		 		 	633549084
	 637
	 		 		 	192493995
	 651
	 		 		 	363669634
	 661
	 		 		 	627216534
		 	Wells Fargo	 	4944051168	 	
	 506
	 		 		 	4944093780
	 521
	 		 		 	4944093798
	 522
	 		 		 	4944093806
	 546
	 		 		 	4944093822
	 548
	 		 		 	4944093830
	 555
	 		 		 	4944093848
	 558
	 		 		 	4944093863
	 592
	 		 		 	4944093913
	 608
	 		 		 	4944177971
	 610
	 		 		 	4944224807
	 621
	 		 		 	4944289867
	 652
	 		 		 	4944247717

 Schedule 6









							
	 Store

Number
	 	 Bank Name
	 	Account
Number	 	Sub-Account
Numbers
	 659
	 		 		 	4944177989
	 673
	 		 		 	4944265289
		 	Wachovia	 	2000006158543	 	
	 67
	 		 		 	
	 505
	 		 		 	
	 530
	 		 		 	
	 531
	 		 		 	
	 543
	 		 		 	
	 544
	 		 		 	
	 545
	 		 		 	
	 553
	 		 		 	
	 565
	 		 		 	
	 575
	 		 		 	
	 595
	 		 		 	
	 603
	 		 		 	
	 606
	 		 		 	
	 607
	 		 		 	
	 611
	 		 		 	
	 612
	 		 		 	
	 622
	 		 		 	
	 624
	 		 		 	
	 640
	 		 		 	
	 645
	 		 		 	
	 662
	 		 		 	
	 676
	 		 		 	
	 683
	 		 		 	
	 691
	 		 		 	
	 696
	 		 		 	
		 	Bank of America (retail)	 	5486854684	 	
	 59
	 		 		 	5562559078
	 68
	 		 		 	556256740
	 69
	 		 		 	8981720896
	 306
	 		 		 	5562560494
	 307
	 		 		 	5562560724
	 502
	 		 		 	5486852589
	 504
	 		 		 	5486854642
	 508
	 		 		 	5486854639
	 510
	 		 		 	5486854626
	 517
	 		 		 	5486854613
	 523
	 		 		 	5486854600
	 524
	 		 		 	5486854590
	 526
	 		 		 	5486852259
	 529
	 		 		 	5486852246

 Schedule 6









							
	 Store
Number
	  	 Bank Name
	  	Account
Number	  	Sub-Account
Numbers
	532	  		  		  	5507477018
	538	  		  		  	5486852233
	541	  		  		  	5486852220
	550	  		  		  	5486852217
	554	  		  		  	5486852204
	557	  		  		  	5486852194
	559	  		  		  	5486852181
	562	  		  		  	5486852178
	567	  		  		  	5507478855
	572	  		  		  	5486852165
	577	  		  		  	5486852152
	578	  		  		  	5486852149
	584	  		  		  	5486852123
	585	  		  		  	5486852110
	586	  		  		  	5486852107
	589	  		  		  	5486852097
	596	  		  		  	5486852084
	599	  		  		  	5486852068
	605	  		  		  	5486852055
	609	  		  		  	5486852042
	613	  		  		  	5486852039
	623	  		  		  	5487721538
	627	  		  		  	5486852026
	628	  		  		  	5486852013
	630	  		  		  	5488743065
	635	  		  		  	5486852000
	638	  		  		  	5486851991
	639	  		  		  	5495582170
	641	  		  		  	5486851988
	646	  		  		  	5486851975
	647	  		  		  	5486851962
	675	  		  		  	5505520158
	679	  		  		  	5507484182
	680	  		  		  	5562559175
	685	  		  		  	5562559191
	688	  		  		  	5562559201
	689	  		  		  	5562561846
	690	  		  		  	898005960360
	693	  		  		  	898003801900
	697	  		  		  	898003801845
	703	  		  		  	898005960373
		  	Chase	  	323187536	  	

 Schedule 6 








							
	 Store
Number
	  	 Bank Name
	  	Account Number	  	Sub-Account
Numbers
	501	  		  		  	323187536
	516	  		  		  	323187536
	539	  		  		  	323187536
	540	  		  		  	323187536
	581	  		  		  	323187536
	649	  		  		  	323187536
	668	  		  		  	323187536
	682	  		  		  	323187536
	700	  		  		  	323187536
	587	  	LaSalle Bank Midwest	  	5893069517	  	
	514	  		  	5893069517	  	
	615	  		  	5893069517	  	
	701	  	Wells Fargo	  	5763556353	  	
	679	  	Wells Fargo	  	5763556353	  	
	308	  	Wachovia Bank	  	2000036887059	  	
	509	  	Chevy Chase Bank	  	1624300740	  	
	525	  	Banknorth	  	138003661	  	
	532	  	BB&T	  	5135715427	  	
	533	  	Bank of the West	  	898004825	  	
	561	  	Hillcrest Bank	  	10026654	  	
	563	  	HSBC	  	148018211	  	
	565	  	Citibank	  	759178285	  	
	566	  	LaSalle Bank	  	5405484436	  	
	588	  	First National Bank of CO	  	242421	  	
	593	  	AMSouth Bank	  	1004078561	  	
	597	  	Citizens Bank	  	6101281055	  	
	601	  	Chevy Chase Bank	  	1074303857	  	
	602	  	Highland Bank	  	3010014677	  	
	618	  	National City	  	96463682	  	
	619	  	Sky Bank	  	6700020464	  	
	633	  	BB&T	  	5182873294	  	
	643	  	National City	  	967011017	  	
	644	  	Valley National Bank	  	40744841	  	
	648	  	Canandaigua National B&T	  	1101037872	  	
	650	  	Fifth Third Bank	  	7160916800	  	
	671	  	National City	  	649900484	  	
	681	  	Captiol One	  	3620209138	  	
	684	  	Mid City Bank	  	71196	  	
	686	  	Compass Bank	  	29688133	  	
	687	  	Bank of America	  	898005962371	  	

 Schedule 6 








							
	 Store
Number
	  	 Bank Name
	  	Account Number	  	Sub-Account
Numbers
	694	  	Bank of America	  	898005962067	  	
	695	  	Wells Fargo	  	5763556338	  	
	699	  	Bank of America	  	5562569767	  	
	707	  	Wachovia Bank	  	2000036893069	  	
		  	Chase - Corp Concentration	  	22073673	  	
		  	Wachovia - Corp Concentration	  	2000015151816	  	
		  	Bank of America - Payroll (Corp)	  	213010119	  	
		  	Suntrust Payroll Account	  	201334607	  	
		  	Suntrust Concetration Account	  	201334585	  	
		  	 Suntrust Refund
	  	200825763	  	
		  	Checks	  		  	
		  	 Suntrust Outlet Store
	  	201712873	  	
		  	 Suntrust Depository
	  		  	
		  	Account	  	201334097	  	

 Schedule 6 







 Schedule 7  

(Commercial Tort Claims) 

None. 
 Schedule
7