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.
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.
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.
INTERCREDITOR AGREEMENTIntercreditor Agreement • September 26th, 2016 • Claires Stores Inc • Retail-apparel & accessory stores • New York
This INTERCREDITOR AGREEMENT is dated as of September 20, 2016 and entered into by and among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, not in its individual capacity but solely in its capacity as administrative agent under the ABL Credit Agreement and collateral agent under the ABL Security Documents (in such separate capacities and including its successors and assigns from time to time in such capacities, the “Initial ABL Agent”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not in its individual capacity but solely in its capacity as Trustee (in such capacity and including its successors and assigns from time to time, the “Trustee”) and collateral agent under the Indenture (in such capacity and including its successors and assigns in such capacity from time to time, the “Notes Agent”) and the Additional First Lien Agent signatory hereto on the date hereof (the “Initial Additional First Lien Agent”) and each other Additional First Lien Agent from time to time party hereto for th
INTELLECTUAL PROPERTY AGREEMENTIntellectual Property Agreement • September 26th, 2016 • Claires Stores Inc • Retail-apparel & accessory stores • New York
This Intellectual Property Agreement (“Agreement”) is entered into as of September 20, 2016 (the “Effective Date”), by and among (i) CLSIP LLC, a limited liability company organized and existing under the laws of Delaware, having an address at 2400 West Central Road, Hoffman Estates, IL 60192 (“CLSIP”), (ii) CBI Distributing Corp., a corporation organized and existing under the laws of Delaware, having an address at 2400 West Central Road, Hoffman Estates, IL 60192 (“CBI”), and (iii) each of the Other Claire’s Parties (as defined herein) identified on the signature pages hereof, each with an address at 2400 West Central Road, Hoffman Estates, IL 60192.
TERM LOAN CREDIT AGREEMENT Dated as of September 20, 2016 Among CLSIP HOLDINGS LLC, as Holdings, CLSIP LLC, as Borrower, THE LENDERS PARTY HERETO, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral AgentTerm Loan Credit Agreement • September 26th, 2016 • Claires Stores Inc • Retail-apparel & accessory stores • New York
TERM LOAN CREDIT AGREEMENT, dated as of September 20, 2016 (this “Agreement”), by and among CLSIP HOLDINGS LLC, a Delaware limited liability company (“Holdings”), CLSIP LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, and Wilmington Trust, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).
EXCHANGE AGREEMENTExchange Agreement • September 26th, 2016 • Claires Stores Inc • Retail-apparel & accessory stores • New York
EXCHANGE AGREEMENT (this “Agreement”), dated as of September 20, 2016, among (i) Claire’s Stores, Inc., a Florida corporation (“Claire’s Stores”), (ii) CLSIP LLC, a Delaware limited liability company and a subsidiary of Claire’s Stores (“Claire’s Newco”), (iii) Claire’s (Gibraltar) Holdings Limited, a Gibraltar private limited liability company and a subsidiary of Claire’s Stores (“Claire’s Gibraltar”, and together with Claire’s Stores and Claire’s Newco, the “Offerors”), (iv) the investors listed on Schedule 1 hereto (collectively, the “Apollo Holders”) and (v) the investor listed on Schedule 2 hereto (the “Parent”, and together with the Apollo Holders, the “Affiliated Holders”). Terms used but not defined herein shall have the meanings ascribed to them in the Offer to Exchange Statement (as defined below).
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 as Administrative AgentGuarantee and Collateral Agreement • September 26th, 2016 • Claires Stores Inc • Retail-apparel & accessory stores • New York
Reference is made to the ABL Credit Agreement dated as of August 12, 2016 and effective as of September 20, 2016 (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the Borrower, the LENDERS party thereto from time to time and the Administrative Agent.
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • September 26th, 2016 • Claires Stores Inc • Retail-apparel & accessory stores • New York
This Intellectual Property Assignment Agreement (“Agreement”) is entered into as of September 20, 2016 (the “Effective Date”), by and among CBI Distributing Corp., a corporation organized and existing under the laws of Delaware, having an address at 2400 West Central Road, Hoffman Estates, IL 60192 (“CBI”), Claire’s Stores, Inc., a Florida Corporation, having an address at 2400 West Central Road, Hoffman Estates, IL 60192 (“Claire’s Stores”) (solely with respect to Sections 4.1 and 5), and CLSIP Holdings LLC, a limited liability company organized and existing under the laws of Delaware, having an address at 2400 West Central Road, Hoffman Estates, IL 60192 (“Holdings”). CBI and Holdings are collectively referred to throughout this Agreement as the “Parties.”
GUARANTEE AND COLLATERAL AGREEMENT Dated and effective as of September 20, 2016, among CLSIP HOLDINGS LLC, as Holdings CLSIP LLC, as Borrower, 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 Holdings, the Borrower, the Lenders party thereto from time to time, the Administrative Agent and the Collateral Agent.
TERM LOAN CREDIT AGREEMENT Dated as of September 20, 2016 Among CLAIRE’S STORES, INC., as Borrower, THE LENDERS PARTY HERETO, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral AgentIntercreditor Agreement • September 26th, 2016 • Claires Stores Inc • Retail-apparel & accessory stores • New York
TERM LOAN CREDIT AGREEMENT, dated as of September 20, 2016 (this “Agreement”), among CLAIRE’S STORES INC., a Florida corporation (the “Borrower”), the LENDERS party hereto from time to time, and Wilmington Trust, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).
CREDIT AGREEMENT Dated as of August 12, 2016 and Effective as of September 20, 2016 Among CLAIRE’S (GIBRALTAR) HOLDINGS LIMITED as Borrower, THE LENDERS PARTY HERETO, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative AgentCredit Agreement • September 26th, 2016 • Claires Stores Inc • Retail-apparel & accessory stores • New York
CREDIT AGREEMENT, dated as of August 12, 2016 and effective as of September 20, 2016 (this “Agreement”), among CLAIRE’S (GIBRALTAR) HOLDINGS LIMITED, a Gibraltar private company limited by shares (the “Borrower”), the LENDERS party hereto from time to time, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • September 26th, 2016 • Claires Stores Inc • Retail-apparel & accessory stores • New York
This Intellectual Property Assignment Agreement (“Agreement”) is entered into as of September 20, 2016 (the “Effective Date”), by and among CLSIP Holdings LLC, a limited liability company organized and existing under the laws of Delaware, having an address at 2400 West Central Road, Hoffman Estates, IL 60192 (“Holdings”), and CLSIP LLC, a limited liability company organized and existing under the laws of Delaware, having an address at 2400 West Central Road, Hoffman Estates, IL 60192 (“CLSIP”). Holdings and CLSIP are collectively referred to throughout this Agreement as the “Parties.”
DATED 2016 as the Existing Parent as the New Parent as Original Borrowers as Original Guarantors - and - as Lender AMENDMENT AND RESTATEMENT AGREEMENT relating to a facility agreement originally dated amendment agreement dated 15 July 2015 and as...Restatement Agreement • September 26th, 2016 • Claires Stores Inc • Retail-apparel & accessory stores • England and Wales
TERM LOAN CREDIT AGREEMENT Dated as of September 20, 2016 Among CLAIRE’S (GIBRALTAR) HOLDINGS LIMITED, as Borrower, THE LENDERS PARTY HERETO, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative AgentTerm Loan Credit Agreement • September 26th, 2016 • Claires Stores Inc • Retail-apparel & accessory stores • New York
TERM LOAN CREDIT AGREEMENT, dated as of September 20, 2016 (this “Agreement”), among CLAIRE’S (GIBRALTAR) HOLDINGS LIMITED, a Gibraltar private limited liability company (the “Borrower”), the LENDERS party hereto from time to time, and Wilmington Trust, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
