First Supplemental Indenture


 Exhibit 4.2 
  

EXECUTION 
  

 FIRST SUPPLEMENTAL INDENTURE 
  
 to 
 INDENTURE 
 Dated as of March 18, 2005 
  
 by and among 
  
 J. CREW GROUP, INC. 
  
 as New Guarantor 
  
 and

  
 J. CREW OPERATING CORP. 
  
 as Issuer 
  
 and 
  
 GRACE HOLMES, INC. d/b/a J. CREW RETAIL, H.F.D. NO 55, INC. d/b/a 
 J. CREW FACTORY, J. CREW, INC., and J. CREW INTERNATIONAL, 
 INC. 
  
 as Holdover Guarantors 
  
 and 
  
 U.S. BANK NATIONAL ASSOCIATION 
  
 as Trustee 
  
 Dated as of October 17, 2005 
  







 FIRST SUPPLEMENTAL INDENTURE 
  
 FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of October 17, 2005, among J. CREW GROUP, INC.,
a corporation duly organized and existing under the laws of Delaware (the “New Guarantor”), J. CREW OPERATING CORP. (the “Issuer”), U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), and GRACE HOLMES, INC. d/b/a
J.CREW RETAIL, H.F.D. NO 55, INC. d/b/a J. CREW FACTORY, J. CREW, INC. and J. CREW INTERNATIONAL, INC., as guarantors (the “Holdover Guarantors”). 
  
 W I T N E S S E T H 
  
 WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 18, 2005, providing for the
issuance of 9 3/4% Senior Subordinated Notes due 2014 (the “Notes”) guaranteed by the Holdover
Guarantors and J. CREW INTERMEDIATE LLC (the “Predecessor Guarantor”) pursuant to a note guarantee, dated as of March 18, 2005 (the “Note Guarantee”); 
  
 WHEREAS, the Predecessor Guarantor and the New Guarantor have entered into the Agreement of Merger dated October 11, 2005 (the
“Merger Agreement”), and the New Guarantor has executed and filed in Delaware a certificate to cause the occurrence of the merger described in the Merger Agreement (the “Merger”). The effective date of the Merger was
October 11, 2005 and by operation of the Merger (i) the Predecessor Guarantor was merged with and into the New Guarantor and (ii) the New Guarantor became responsible for and subject to all obligations and entitled to the rights of
the Predecessor Guarantor under the Indenture and the Notes; 
  
 WHEREAS, the
Merger is permitted under Section 12.03 of the Indenture and the New Guarantor has executed this First Supplemental Indenture to comply with the requirements of Section 12.03; and 
  
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute
and deliver this First Supplemental Indenture. 
  
 NOW THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

  
 1. CAPITALIZED TERMS. Capitalized terms used
herein without definition shall have the meanings assigned to them in the Indenture. 
  
 2. ASSUMPTION OF GUARANTEE. The New Guarantor hereby expressly assumes all the obligations of the Predecessor Guarantor under the Indenture and the Note Guarantee endorsed by the Predecessor
Guarantor upon the Notes and the due and punctual performance of all the covenants and conditions of the Indenture to be performed by the Predecessor Guarantor. 
  

3. AGREEMENT TO GUARANTEE. The New Guarantor hereby agrees to provide an unconditional Guarantee on the terms and subject
to the conditions set forth herein and in the Indenture, including but not limited to Article 12 thereof. 






 4. EFFECT OF THE SUPPLEMENTAL INDENTURE. This
First Supplemental Indenture supplements the Indenture and shall be a part, and subject to all the terms, thereof. Except as expressly supplemented hereby, the Indenture, the Notes and the Note Guarantees issued thereunder shall continue in full
force and effect. 
  
 5. NO RECOURSE
AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the New Guarantor, as such, shall have any liability for any obligations of the Issuer or any Guarantor under
the Notes, any Note Guarantee, the Indenture or this First Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is
against public policy. 
  
 5. NEW YORK
LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
  
 6. COUNTERPARTS. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 

 
 7. EFFECT OF HEADINGS. The Section headings
herein are for convenience only and shall not affect the construction hereof. 
  
 8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained
herein, all of which recitals are made solely by the New Guarantor and the Issuer. 
  
 [Signature page follows] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date
first stated above. 
  

			
	 J. CREW GROUP, INC.

	         as New Guarantor

		
	 By:
	 	 /s/ James S. Scully


	 Name:
	 	 James S. Scully

	 Title:
	 	 EVP & CFO

	
	 J. CREW OPERATING CORP.
         as Issuer

		
	 By:
	 	 /s/ James S. Scully


	 Name:
	 	 James S. Scully

	 Title:
	 	 EVP & CFO

	
	 GRACE HOLMES, INC. d/b/a J. CREW RETAIL

	         as Holdover Guarantor

		
	 By:
	 	 /s/ James S. Scully


	 Name:
	 	 James S. Scully

	 Title:
	 	 EVP & CFO

	
	 H.F.D. NO 55, INC. d/b/a J. CREW FACTORY

	         as Holdover Guarantor

		
	 By:
	 	 /s/ James S. Scully


	 Name:
	 	 James S. Scully

	 Title:
	 	 EVP & CFO



  

 4 








			
	 J. CREW, INC.

	         as Holdover Guarantor

		
	 By:
	 	 /s/ James S. Scully


	 Name:
	 	 James S. Scully

	 Title:
	 	 EVP & CFO

	
	 J. CREW INTERNATIONAL, INC.
         as Holdover Guarantor

		
	 By:
	 	 /s/ Nicholas Lamberti


	 Name:
	 	 Nicholas Lamberti

	 Title:
	 	 VP

	
	 U.S. BANK NATIONAL ASSOCIATION
         as Trustee

		
	 By:
	 	 /s/ Philip G. Kane, Jr.


	 Name:
	 	 Philip G. Kane, Jr.

	 Title:
	 	 Vice President



  

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