Exhibit 4.5
SENIOR TOGGLE NOTES SUPPLEMENTAL INDENTURE (this "Supplemental
Indenture"), dated as of May 29, 2007, by and among Claire's Stores, Inc., a
Florida corporation (the "Company"), the guarantors listed on Exhibit A hereto,
as guarantors (the "Guarantors"), and The Bank of New York, as Trustee (the
"Trustee"), to the Senior Toggle Notes Indenture (the "Indenture"), dated as of
May 29, 2007, among Bauble Acquisition Sub, Inc., a Florida corporation (the
"Issuer"), and the Trustee.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee
the Indenture providing for the issuance of $350,000,000 aggregate principal
amount of 9.625%/10.375% Senior Toggle Notes due 2015 (the "Notes");
WHEREAS, the Issuer has merged with and into the Company (the "Merger"),
with the Company as the surviving entity in the Merger;
WHEREAS, as a result of the Merger, the Company is assuming, by and under
this Supplemental Indenture, the obligations of the Issuer for the due and
punctual payment of the principal of, premium, if any, and interest on all the
Notes and the performance and observance of the Indenture on the part of the
Issuer;
WHEREAS, Sections 5.01 and 9.01 of the Indenture provide that the Trustee,
the Company and each of the Guarantors are authorized to execute and deliver
this Supplemental Indenture; and
WHEREAS, this Supplemental Indenture has been duly authorized by all
necessary corporate or other action on the part of the Trustee, the Company and
each of the Guarantors.
NOW, THEREFORE, for and in consideration of the foregoing premises and for
good and valuable consideration, the receipt of which is hereby acknowledged, it
is mutually covenanted and agreed, for the equal and ratable benefit of the
Holders of the Notes, as follows:
Section 1. Capitalized Terms. Capitalized terms used herein but not
defined shall have the meanings assigned to them in the Indenture.
Section 2. Assumption by the Company. The Company hereby assumes the
obligations of the Issuer for the due and punctual payment of the principal of,
premium, if any, and interest on all outstanding Notes issued pursuant to the
Indenture and the performance and observance of each other obligation and
covenant set forth in the Indenture to be performed or observed on the part of
the Issuer. The Company is hereby substituted for, and may exercise every right
and power of, the Issuer under the Indenture with the same effect as if the
Company had been named as the Issuer in the Indenture, and the Company is a
Successor Issuer under the Indenture.
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Section 3. Agreement to Guarantee. Each of the Guarantors, by its
execution of this Supplemental Indenture, agrees to be a Guarantor under the
Indenture and to be bound by the terms of the Indenture applicable to
Guarantors, including but not limited to Article X thereof.
Section 4. Ratification of Indenture; Supplemental Indenture Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.
Section 5. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein. Except as
otherwise expressly provided herein, no duties, responsibilities or liabilities
are assumed, or shall be construed to be assumed by the Trustee by reason of
this Supplemental Indenture. This Supplemental Indenture is executed and
accepted by the Trustee subject to all the terms and conditions set forth in the
Indenture with the same force and effect as if those terms and conditions were
repeated at length herein and made applicable to the Trustee with respect
hereto. In entering into this Supplemental Indenture, the Trustee shall be
entitled to the benefit of every provision of the Indenture relating to the
conduct or affecting the liability or affording protection to the Trustee,
whether or not elsewhere herein so provided.
Section 6. Notices. For purposes of the Indenture, the address for notices
to the Company shall be as set forth below:
Claire's Stores, Inc.
0 XX 000xx Xxxxxx
Xxxxxxxx Xxxxx, XX 00000
Attention: Chief Financial Officer
Section 7. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 8. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
Section 9. Effect of Headings. The Section headings herein are for
convenience only and shall not effect the construction of this Supplemental
Indenture and shall in no way modify or restrict any of the terms or provisions
hereof.
Section 10. Severability. In case any provision of this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
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Section 11. Benefits Acknowledged. The Guarantors' guarantees are subject
to the terms and conditions set forth in the Indenture. Each of the Guarantors
acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by the Indenture and this Supplemental
Indenture and that the guarantee and waivers made by it pursuant to this
Supplemental Indenture are knowingly made in contemplation of such benefits.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.
CLAIRE'S STORES, INC.
By: /s/ Xxx X. Xxxxxx
--------------------------------------
Name: Xxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
AFTERTHOUGHTS MERCHANDISING CORP.
By: /s/ Xxxxxxx Xxxxx
--------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President and Secretary
BMS DISTRIBUTING CORP.
By: /s/ Xxxxxxx Xxxxx
--------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President and Secretary
CBI DISTRIBUTING CORP.
By: /s/ Xxxxxxx Xxxxx
--------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President and Secretary
CLAIRE'S BOUTIQUES, INC.
By: /s/ Xxxxxxx Xxxxx
--------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President and Secretary
CLAIRE'S CANADA CORP.
By: /s/ Xxxxxxx Xxxxx
--------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President and Secretary
[Signature Page to Supplemental Indenture - Senior Toggle Notes]
CLAIRE'S PUERTO RICO CORP.
By: /s/ Xxxxxxx Xxxxx
--------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President and Secretary
SASSY DOO!, INC.
By: /s/ Xxxxxxx Xxxxx
--------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President and Secretary
[Signature Page to Supplemental Indenture - Senior Toggle Notes]
THE BANK OF NEW YORK,
AS TRUSTEE
By: /s/ Xxxx X. Xxxxx
--------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
[Signature Page to Supplemental Indenture - Senior Toggle Notes]
EXHIBIT A
Guarantors
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Afterthoughts Merchandising Corp.
BMS Distributing Corp.
CBI Distributing Corp
Claire's Boutiques, Inc.
Claire's Canada Corp.
Claire's Puerto Rico Corp.
Sassy Doo!, Inc.
