Exhibits A-D to Credit
Agreement, dated as of May 29, 2007
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[FORM OF]
ASSIGNMENT AND ACCEPTANCE
This
Assignment and Acceptance (the “ Assignment and
Acceptance ”) is dated as of the Effective Date set
forth below and is entered into by and between [I nsert name of
Assignor ] (the “ Assignor ”) and [
Insert name of Assignee ] (the “
Assignee ”). Capitalized terms used but not
defined herein shall have the meanings given to them in the Credit
Agreement identified below (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “
Credit Agreement ”), receipt of a copy of which
is hereby acknowledged by the Assignee. The Standard Terms and
Conditions set forth in Annex 1 attached hereto are hereby agreed
to and incorporated herein by reference and made a part of this
Assignment and Acceptance as if set forth herein in
full.
For
an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably
purchases and assumes from the Assignor, subject to and in
accordance with the Standard Terms and Conditions and the Credit
Agreement, as of the Effective Date inserted by the Agent as
contemplated below (i) all of the Assignor’s rights and
obligations in its capacity as a Lender under the Credit Agreement
and any other documents or instruments delivered pursuant thereto
to the extent related to the amount and percentage interest
identified below of all of such outstanding rights and obligations
of the Assignor under the respective facilities identified below
(including any guarantees included in such facilities) and
(ii) to the extent permitted to be assigned under applicable
law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any person, whether
known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way
based on or related to any of the foregoing, including contract
claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and
obligations sold and assigned pursuant to clause (i) above
(the rights and obligations sold and assigned pursuant to clauses
(i) and (ii) above being referred to herein collectively
as the “ Assigned Interest ”). Such sale
and assignment is without recourse to the Assignor and, except as
expressly provided in this Assignment and Acceptance, without
representation or warranty by the Assignor.
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Assignor:
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Assignee:
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[and is an
Affiliate/Approved Fund of [ identify Lender ]
1 ]
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Borrower:
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Bauble
Acquisition Sub, Inc. 2
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2
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Administrative
Agent:
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Credit Suisse,
Cayman Islands Branch, as administrative agent under the Credit
Agreement.
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Credit
Agreement:
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Credit
Agreement, dated as of May 29, 2007 (as amended, restated,
amended and restated, supplemented or otherwise modified from time
to time), among Bauble Holdings Corp., a Delaware corporation
(“ Holdings ”), Bauble Acquisition Sub,
Inc. (which on the Closing Date shall be merged with and into
Claire’s Stores, Inc., a Florida corporation, with
Claire’s Stores, Inc. surviving such merger as the borrower)
(the “ Borrower ”), the Lenders party
thereto, Credit Suisse, Cayman Islands Branch, as Administrative
Agent, Bear Stearns Corporate Lending Inc., as Syndication Agent,
and Lehman Commercial Paper Inc., as Documentation
Agent.
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Assigned
Interest:
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Percentage
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Aggregate Amount
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Amount of
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Assigned of
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of Commitment/
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Commitment/
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Commitment/
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Facility
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Loans
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Loans Assigned
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Loans 3
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CUSIP Number
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$
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$
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%
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$
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$
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%
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Effective Date:
____________ __, 2___ [TO BE INSERTED BY THE ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR].
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(cont’d from previous page)
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2
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References to
Bauble Acquisition Sub, Inc. shall be to Claire’s Stores,
Inc. after consummation of the Merger contemplated by the Credit
Agreement.
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3
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Set forth, to
at least 9 decimals, as a percentage of the Commitment/Loans of all
Lenders thereunder.
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3
The terms set
forth in this Assignment and Acceptance are hereby agreed
to:
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ASSIGNOR
[NAME OF ASSIGNOR]
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By:
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Name:
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Title:
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ASSIGNEE
[NAME OF ASSIGNEE]
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By:
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Name:
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Title:
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[Consented to
and Accepted:] 4
CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
as Administrative Agent
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By:
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Name:
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Title:
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4
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To be added
only if the consent of the Administrative Agent is required by the
terms of the Credit Agreement.
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4
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[Consented
to:] 5
[BAUBLE ACQUISITION SUB, INC.] 6
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By:
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Name:
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Title:
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[Consented
to:] 7
[ISSUING BANK]
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By:
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Name:
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Title:
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5
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To be added
only if the consent of the Borrower is required by the terms of the
Credit Agreement.
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6
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References to
Bauble Acquisition Sub, Inc. shall be to Claire’s Stores,
Inc. after consummation of the Merger contemplated by the Credit
Agreement.
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7
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To be added
only if the consent of the Issuing Bank is required by the terms of
the Credit Agreement.
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5
STANDARD TERMS AND CONDITIONS
FOR
ASSIGNMENT AND ACCEPTANCE
1.
Representations and Warranties.
1.1
Assignor . The Assignor (a) represents and
warrants that (i) it is the legal and beneficial owner of the
Assigned Interest, (ii) the Assigned Interest is free and
clear of any lien, encumbrance or other adverse claim,
(iii) its Commitment, and the outstanding balances of its
Loans, in each case without giving effect to assignments thereof
which have not become effective, are as set forth herein, and
(iv) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Acceptance
and to consummate the transactions contemplated hereby; and
(b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection
with the Credit Agreement or any other Loan Document, (ii) the
execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Borrower, any
of its Subsidiaries or Affiliates or any other person obligated in
respect of any Loan Document or (iv) the performance or
observance by the Borrower, any of its Subsidiaries or Affiliates
or any other Person of any of their respective obligations under
any Loan Document.
1.2.
Assignee . The Assignee (a) represents and
warrants that (i) it is an eligible Assignee and has full
power and authority, and has taken all action necessary, to execute
and deliver this Assignment and Acceptance and to consummate the
transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it satisfies the requirements, if any,
specified in the Credit Agreement that are required to be satisfied
by it in order to acquire the Assigned Interest and become a
Lender, (iii) from and after the Effective Date, it shall be
bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of the Assigned Interest, shall have
the obligations of a Lender thereunder, (iv) it has received a
copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 5.04
thereof, as applicable, and such other documents and information as
it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance and to
purchase the Assigned Interest on the basis of which it has made
such analysis and decision independently and without reliance on
the Agent or any other Lender, and (v) if it is a Foreign
Lender, attached to the Assignment and Acceptance is any
documentation required to be delivered by it pursuant to the terms
of the Credit Agreement, duly completed and executed by the
Assignee; and (b) agrees that (i) it will, independently
and without reliance on the Administrative Agent, the Assignor or
any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Loan Documents,
(ii) it appoints and authorizes the Administrative Agent to
take such action on its behalf and to exercise such powers under
the Credit Agreement as are delegated to the Administrative Agent,
by the terms thereof, together with such powers as are reasonably
incidental thereto, and (iii) it will perform
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in accordance
with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a
Lender.
2.
Payments . From and after the Effective Date, the
Administrative Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignor for amounts which have accrued
to but excluding the Effective Date and to the Assignee for amounts
which have accrued from and after the Effective Date.
3.
General Provisions . This Assignment and Acceptance
shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns. This Assignment
and Acceptance may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed
counterpart of a signature page of this Assignment and Acceptance
by facsimile shall be effective as delivery of a manually executed
counterpart of this Assignment and Acceptance. This Assignment and
Acceptance shall be construed in accordance with and governed by
the laws of the State of New York.
7
[FORM OF]
SOLVENCY CERTIFICATE
This
Certificate is being delivered pursuant to Section 4.02(k) of
the Credit Agreement dated as of May 29, 2007 (as the same may
be amended, restated or otherwise modified from time to time, the
“ Credit Agreement ”), among BAUBLE HOLDINGS
CORP., a Delaware corporation (“ Holdings ”),
BAUBLE ACQUISITION SUB, INC. (which on the Closing Date shall be
merged with and into Claire’s Stores, Inc., a Florida
corporation, with Claire’s Stores, Inc. surviving such merger
as the borrower), a Florida corporation (the “
Borrower ”), the LENDERS party thereto from time to
time, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent
and collateral agent (in such capacities, the “
Administrative Agent ”) for the Lenders, BEAR STEARNS
CORPORATE LENDING, INC., as syndication agent (in such capacity,
the “ Syndication Agent ”), and LEHMAN
COMMERCIAL PAPER, INC., as documentation agent (in such capacity,
the “ Documentation Agent ”). Terms defined in
the Credit Agreement are used herein with the same
meanings.
I,
[____________], hereby certify that I am the Chief Financial
Officer of the Borrower and that I am knowledgeable of the
financial and accounting matters of the Borrower and its
Subsidiaries, the Credit Agreeme
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