Exhibit 10.1
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 13,
2017 (this "Amendment No. 1"), by and among J. CREW GROUP, INC., a Delaware
corporation (the "Borrower"), the Lenders under the Existing Credit Agreement
(as defined below) party hereto (the "Consenting Lenders") and the "New Lenders"
listed on the signature pages hereto (the "New Lenders") and acknowledged by
Wilmington Savings Fund Society, FSB, a federal savings bank ("WSFS"), as
Administrative Agent (as defined below) in accordance with Section 10.01 of the
Existing Credit Agreement (as defined below).
WHEREAS, Chinos Intermediate Holdings B, Inc., a Delaware corporation
("Holdings"), as Holdings, the Borrower, the lenders from time to time party
thereto (the "Lenders") and WSFS, as administrative agent (in such capacity, as
successor to Bank of America, N.A., the "Administrative Agent"), have entered
into an Amended and Restated Credit Agreement, dated as of March 5, 2014 (as
amended, restated, amended and restated, supplemented or otherwise modified and
in effect on the date hereof, the "Existing Credit Agreement") and as further
amended by the Amendments (as defined below) (the "Credit Agreement")
(capitalized terms used but not otherwise defined in this Amendment No. 1 have
the meanings assigned to such terms in the Credit Agreement);
WHEREAS, the Required Lenders have agreed to amend the Existing Credit Agreement
to, among other things, create a new Class of Loans (the "Amended Loans") on the
Amendment No. 1 Effective Date (as defined below);
WHEREAS, each Consenting Lender has agreed to convert its Initial Loan to an
Amended Loan on the Amendment No. 1 Effective Date;
WHEREAS, the New Lenders have agreed to make New Loans to the Borrower on the
Amendment No. 1 Effective Date; and
WHEREAS, the Borrower and the other Loan Parties wish to make certain other
amendments authorized pursuant to the terms of Section 10.01 of the Existing
Credit Agreement.
NOW, THEREFORE, in consideration of the premises and covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
Section 1.Amendments.
(a)Subject to the satisfaction of the conditions set forth in Section 3(a)
hereof, on the Amendment No. 1 Effective Date, the Existing Credit Agreement is
hereby amended to incorporate the changes reflected in (i) Section
10.07(b)(iii)(B), (ii) Section 10.07(b)(v) and (iii) Section 10.07(k) of the
redlined version of the Credit Agreement attached hereto as Annex A-1 (and in
any defined term as used in any such provision) (the "Initial Amendment") but
not, for the avoidance of doubt, any other change reflected in the redlined
version of the Credit Agreement attached hereto as Annex A-1.
(b)Subject to the satisfaction of the conditions set forth in Section 3(b)
hereof, on the Amendment No. 1 Effective Date, (i) the Existing Credit Agreement
is hereby further amended to incorporate the changes reflected in the redlined
version of the Credit Agreement attached hereto