3.4.4 Loan Contract between Seller and Minit Fashion GesmbH (now: BijouxOne Trading GesmbH) of January 29, 1993 including Confirmation of December 31, 1995 3.4.5 Loan Contract between Seller and Bijoux One Trading GesmbH of February 12, 1997 3.4.6...Stock Purchase Agreement • April 29th, 1999 • Claires Stores Inc • Retail-apparel & accessory stores
W I T N E S S E T H: - - - - - - - - - -Supplemental Indenture • December 17th, 2007 • Claires Stores Inc • Retail-apparel & accessory stores • New York
EXHIBIT 4.1 RIGHTS AGREEMENT DATED AS OF MAY 30, 2003 BY AND BETWEEN CLAIRE'S STORES, INC.Rights Agreement • June 23rd, 2003 • Claires Stores Inc • Retail-apparel & accessory stores • Florida
EXECUTION COPY FIRST AMENDMENT AND CONSENT This FIRST AMENDMENT AND CONSENT, dated as of February 1, 2002 (this "Amendment"), is made by and among (a) CLAIRE'S STORES, INC, a Florida corporation (the "Borrower"), (b) the lending institutions listed on...Claires Stores Inc • May 3rd, 2002 • Retail-apparel & accessory stores
AMONGAsset Purchase Agreement • December 16th, 1999 • Claires Stores Inc • Retail-apparel & accessory stores • Delaware
EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT Dated as of May 29, 2007 by and among CLAIRE'S STORES, INC. THE GUARANTORS LISTED ON SCHEDULE I HERETORegistration Rights Agreement • December 17th, 2007 • Claires Stores Inc • Retail-apparel & accessory stores • New York
AmongCredit Agreement • December 17th, 2007 • Claires Stores Inc • Retail-apparel & accessory stores • New York
Execution Copy EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered as of December 13, 2007 (the "Effective Date"), by and between Claire's Stores, Inc., a Florida corporation (the "Company"), and James Conroy (the...Employment Agreement • December 17th, 2007 • Claires Stores Inc • Retail-apparel & accessory stores • Illinois
Execution Copy EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered as of April 19, 2007 (the "Effective Date"), by and between Bauble Holdings Corp., a Delaware corporation ("Holdings"), and Eugene S. Kahn (the "Executive")....Employment Agreement • December 17th, 2007 • Claires Stores Inc • Retail-apparel & accessory stores • Illinois
AGREEMENTAgreement • April 15th, 2004 • Claires Stores Inc • Retail-apparel & accessory stores • Florida
Exhibit 10.2 MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT, is dated as of May 29, 2007 (this "Agreement"), among Claire's Stores, Inc., a Florida corporation ("Claire's"), Bauble Holdings Corp., a Delaware corporation ("Holdings",...Management Services Agreement • December 17th, 2007 • Claires Stores Inc • Retail-apparel & accessory stores • Delaware
EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into on this 4th day of December, 2002 by and between CLAIRE'S STORES, INC., a Florida corporation (the "Company"), and ROWLAND SCHAEFER (hereinafter, the "Executive"). R...Employment Agreement • December 17th, 2002 • Claires Stores Inc • Retail-apparel & accessory stores • Florida
Execution Copy EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered as of 29 May 2007, by and between Bauble Holdings Corp., a Delaware corporation ("Holdings"), and Mark Smith (the "Executive"). WHEREAS, upon the closing (the...Employment Agreement • December 17th, 2007 • Claires Stores Inc • Retail-apparel & accessory stores • England
BY AND AMONGStock Purchase Agreement • June 3rd, 2002 • Claires Stores Inc • Retail-apparel & accessory stores • Florida
1 EXHIBIT 4.2 [FORM OF NOTE]Claires Stores Inc • December 16th, 1999 • Retail-apparel & accessory stores
EXHIBIT (10)(r) THIS DEED is made on December ___, 1997 between: CLAIRE'S STORES, INC., whose registered office is situated at 3 S.W. 129th Avenue, Pembroke Pines, Florida 33027 (the "Company"); and MARK GERARD SMITH of 51 Croftdown Road, Harborne,...Claires Stores Inc • May 3rd, 2002 • Retail-apparel & accessory stores
EXHIBIT 10(w) CLARIFICATION TO EMPLOYMENT AGREEMENT This Clarification to Employment Agreement (the "CLARIFICATION") is entered into this 28th day of April, 2003 between CLAIRE'S STORES, INC., a Florida corporation (the "COMPANY"), and ROWLAND...Employment Agreement • May 2nd, 2003 • Claires Stores Inc • Retail-apparel & accessory stores
W I T N E S S E T H: ------------------- WHEREAS, the Borrower wishes to effect a merger with CSI Florida Acquisition, Inc. ("CSI"), a Florida corporation and a wholly owned subsidiary --- of the Borrower, pursuant to which the Borrower will...Consent and Waiver • September 11th, 2000 • Claires Stores Inc • Retail-apparel & accessory stores • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 20, 2012 Among CLAIRE’S INC., CLAIRE’S STORES, INC., as Borrower, THE LENDERS PARTY HERETO, CREDIT SUISSE AG, as Administrative Agent, and GOLDMAN SACHS BANK USA,Credit Agreement • September 25th, 2012 • Claires Stores Inc • Retail-apparel & accessory stores • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 20, 2012 (this “Agreement”), among CLAIRE’S INC. (formerly known as Bauble Holdings Corp.), a Delaware corporation (“Holdings”), CLAIRE’S STORES, INC., a Florida corporation (“Borrower”), the LENDERS party hereto from time to time, and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 12, 2016 and Effective as of September 20, 2016 Among CLAIRE’S STORES, INC., as Borrower, CLAIRE’S INC., THE LENDERS PARTY HERETO, and CREDIT SUISSE AG, as Administrative Agent,Credit Agreement • September 26th, 2016 • Claires Stores Inc • Retail-apparel & accessory stores • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 12, 2016 and effective as of September 20, 2016 (this “Agreement”), among CLAIRE’S INC. (formerly known as Bauble Holdings Corp.), a Delaware corporation (“Holdings”), CLAIRE’S STORES, INC., a Florida corporation (“Borrower”), the LENDERS party hereto from time to time, and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
AGREEMENT AND PLAN OF MERGER among CLAIRE’S STORES, INC., BAUBLE HOLDINGS CORP. and BAUBLE ACQUISITION SUB, INC. Dated as of March 20, 2007Agreement and Plan of Merger • March 22nd, 2007 • Claires Stores Inc • Retail-apparel & accessory stores • Florida
AGREEMENT AND PLAN OF MERGER, dated as of March 20, 2007 (this “Agreement”), among Bauble Holdings Corp., a Delaware corporation (“Parent”), Bauble Acquisition Sub, Inc., a Florida corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Claire’s Stores, Inc., a Florida corporation (the “Company”).
FLEET NATIONAL BANK AS ISSUERClaires Stores Inc • April 15th, 2004 • Retail-apparel & accessory stores • Massachusetts
GUARANTEEClaires Stores Inc • December 16th, 1999 • Retail-apparel & accessory stores • New York
SENIOR SECURED FIRST LIEN NOTES INDENTURE Dated as of March 15, 2013 Between CLAIRE’S STORES, INC., as the Issuer, THE GUARANTORS PARTY HERETO, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee and Collateral Agent 6.125% SENIOR SECURED...Intercreditor Agreement • March 19th, 2013 • Claires Stores Inc • Retail-apparel & accessory stores • New York
INDENTURE, dated as of March 15, 2013, between Claire’s Stores, Inc., a Florida corporation, as the Issuer (as defined below), the Guarantors (as defined below) party hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (as defined below) and Collateral Agent (as defined below).
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 9th, 2011 • Claires Stores Inc • Retail-apparel & accessory stores • New York
THIS INTERCREDITOR AGREEMENT is dated as of March 4, 2011, among (i) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a Credit Suisse, Cayman Islands Branch), in its capacity as Credit Agreement Agent, and each Other First Lien Obligations Agent from time to time party hereto, each in its capacity as First Lien Agent, (ii) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and collateral agent, and each collateral agent for any Future Second Lien Indebtedness from time to time party hereto, each in its capacity as Second Priority Agent, and (iii) CLAIRE’S INC., a Delaware corporation (“Holdings”), CLAIRE’S STORES, INC., a Florida corporation (the “Company”), and each Subsidiary of the Company listed on Schedule I hereto or that becomes a party hereto pursuant to Section 8.21 below.
EMPLOYMENT AGREEMENTEmployment Agreement • July 3rd, 2013 • Claires Stores Inc • Retail-apparel & accessory stores • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered as of June 28, 2013 (the “Effective Date”), between Claire’s Stores, Inc., a Florida corporation (the “Company”), and J. Per Brodin (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 19th, 2007 • Claires Stores Inc • Retail-apparel & accessory stores • Florida
This Employment Agreement (“Agreement”) is made and entered into as of the 18th day of January 2007 by and between CLAIRE’S STORES, INC., a Florida corporation (the “Company”), and IRA KAPLAN (the “Executive”).
Execution Version COLLATERAL AGREEMENT dated and effective as of March 15, 2013, among CLAIRE’S STORES, INC., as Issuer, THE PLEDGORS PARTY HERETO, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral AgentCollateral Agreement • March 19th, 2013 • Claires Stores Inc • Retail-apparel & accessory stores • New York
COLLATERAL AGREEMENT dated and effective as of March 15, 2013 (this “Agreement”), among CLAIRE’S STORES, INC., a Florida corporation (the “Issuer”), each Subsidiary of the Issuer identified on Schedule I hereto (each such Subsidiary, together with the Issuer and any Subsidiary of the Company that becomes a party hereto pursuant to Section 5.16 hereof, the “Pledgors,” and each, a “Pledgor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Indenture Secured Parties (as defined below).
RECITALSOffice Lease Agreement • April 15th, 2004 • Claires Stores Inc • Retail-apparel & accessory stores • Florida
GUARANTEE AND COLLATERAL AGREEMENT Dated and effective as of September 20, 2016, among CLAIRE’S STORES, INC., as Borrower, each Subsidiary Loan Party, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral AgentGuarantee and Collateral Agreement • September 26th, 2016 • Claires Stores Inc • Retail-apparel & accessory stores • New York
Reference is made to the Term Loan Credit Agreement dated as of September 20, 2016 (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto from time to time, the Administrative Agent and the Collateral Agent.
BACKSTOP COMMITMENT AGREEMENT BY AND AMONG CLAIRE’S INC., CLAIRE’S STORES INC. AND THE BACKSTOP PARTIES HERETO Dated as of March 31, 2018Backstop Commitment Agreement • April 5th, 2018 • Claires Stores Inc • Retail-apparel & accessory stores • New York
BACKSTOP COMMITMENT AGREEMENT (this “Agreement”), dated as of March 31, 2018 (the “Execution Date”), is by and among Claire’s Inc. (the “Parent”), Claire’s Stores, Inc. (“Stores”) and the parties identified on Schedule I hereto (each such party on Schedule I, as amended, modified, updated or supplemented pursuant to the terms hereof, a “Backstop Party” and, collectively, the “Backstop Parties”). Each of the Parent, Stores and the Backstop Parties is referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms not otherwise defined herein shall have the meaning set forth in the RSA (as defined below).
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT Dated as of August 12, 2016, Effective as of September 20, 2016, among CLAIRE’S INC., CLAIRE’S STORES, INC., as Borrower, each Subsidiary Loan Party, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,...Guarantee and Collateral Agreement • September 26th, 2016 • Claires Stores Inc • Retail-apparel & accessory stores • New York
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT dated as of August 12, 2016, and effective as of September 20, 2016 (this “Agreement”), among CLAIRE’S INC., a Delaware corporation (“Holdings”), CLAIRE’S STORES, INC., a Florida corporation (the “Borrower”), each Subsidiary Loan Party and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent (in such capacities, the “Administrative Agent”) for the Secured Parties (as defined below).
ABL CREDIT AGREEMENT Dated as of August 12, 2016 and Effective as of September 20, 2016 Among CLAIRE’S STORES, INC., as Borrower, CLAIRE’S INC., THE LENDERS PARTY HERETO, and CREDIT SUISSE AG, as Administrative AgentCredit Agreement • September 26th, 2016 • Claires Stores Inc • Retail-apparel & accessory stores • New York
ABL CREDIT AGREEMENT, dated as of August 12, 2016 and effective as of September 20, 2016 (this “Agreement” or “ABL Credit Agreement”), among CLAIRE’S INC. (formerly known as Bauble Holdings Corp.), a Delaware corporation (“Holdings”), CLAIRE’S STORES, INC., a Florida corporation (“Borrower”), the LENDERS party hereto from time to time, and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
FIRST AMENDED RESTRUCTURING SUPPORT AGREEMENTAgreement • September 14th, 2018 • Claires Stores Inc • Retail-apparel & accessory stores • New York
This First Amended Restructuring Support Agreement dated as of March 19, 2018 (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), as amended as of July 7, 2018, is among: (i) Claire’s Inc. (“Claire’s”) and each of its direct and indirect wholly-owned domestic subsidiaries identified on the signature pages attached hereto (collectively, the “Company”), (ii) Apollo Management Holdings, L.P., as manager and/or investment advisor of funds that are the owners and/or beneficial holders of interests in and claims against the Company (together with its affiliates, the “Sponsor”), and (iii) each of the undersigned creditors party hereto from time to time (including Transferees and Joining Parties, collectively the “Consenting Creditors,” and together with the Sponsor and the Company, each a “Party” and, collectively, the “Parties”). All capitalized terms not defined herein shall have the meanings ascribed to them in the restructuring term sheet attached hereto
SENIOR NOTES INDENTURE Dated as of May 14, 2013 Between CLAIRE’S STORES, INC., as the Issuer, THE GUARANTORS PARTY HERETO, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee 7.750% SENIOR NOTES DUE 2020Senior Notes Indenture • May 16th, 2013 • Claires Stores Inc • Retail-apparel & accessory stores • New York
INDENTURE, dated as of May 14, 2013, between Claire’s Stores, Inc., a Florida corporation, as the Issuer (as defined below), the Guarantors (as defined below) party hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (as defined below).
