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EX-10.1 2 d256871dex101.htm SUPPLEMENT NO. 1, DATED AS OF SEPTEMBER 9, 2016 Supplement No. 1, dated as of September 9, 2016

EXHIBIT 10.1

SUPPLEMENT NO. 1 (this “Supplement”) dated as of September 9, 2016, to the Amendment No. 3 and Waiver (as defined below).

WHEREAS, CLAIRE’S INC., a Delaware corporation (“Holdings”), CLAIRE’S STORES, INC., a Florida corporation (the “Borrower”), the SUBSIDIARY LOAN PARTIES hereto, the LENDERS party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as administrative agent (the “Administrative Agent”) are parties to that certain Amendment No. 3 and Waiver (the “Amendment No. 3 and Waiver”) dated as of August 12, 2016, under the Amended and Restated Credit Agreement, dated as of September 20, 2012, among Holdings, the Borrower, the Administrative Agent, the Lenders party thereto from time to time and the agents, arrangers and bookrunners party thereto, as in effect on the date hereof (as amended on September 10, 2015 and April 30, 2014, the “Original Credit Agreement”);

WHEREAS, Section 9.08 of the Original Credit Agreement provides that Holdings, the Borrower and the Required Lenders may enter into this Supplement; and

WHEREAS, Holdings, the Borrower and the Required Lenders desire to supplement the Amendment No. 3 and Waiver on the terms set forth herein.

NOW, THEREFORE, the Amendment No. 3 and Waiver is supplemented as follows:

SECTION 1. Supplement to the Amendment No. 3 and Waiver. The Amendment No. 3 and Waiver is hereby supplemented to insert the changed page annexed hereto as Annex 1 into Section 7.03 of the Second Amended and Restated Credit Agreement attached to the Amendment No. 3 and Waiver and thereby amend. To the extent not all Lenders sign this Supplement but Required Lenders sign, this Supplement shall be deemed to be a further amendment to the Second Amended and Restated Credit Agreement effective concurrently with the Second Amended and Restated Credit Agreement Effective Date.

SECTION 2. Conditions to Supplement. The Supplement shall become effective on the date (the “Supplement Effective Date”) when the Administrative Agent (or its counsel) shall have received from the Administrative Agent, Holdings, the Borrower and Lenders constituting the Required Lenders either (i) a counterpart of this Supplement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Supplement.

SECTION 3. No Novation. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Original Credit Agreement or instruments securing the same, which shall remain in full force and effect in accordance with the Original Credit Agreement, except as modified hereby.

SECTION 4. Applicable Law; Waiver of Jury Trial. This Supplement shall constitute a “Loan Document” for purposes of the Original Credit Agreement. The provisions of Section 9.07, 9.11, 9.13 and 9.15 of the Original Credit Agreement are incorporated herein mutatis mutandis.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed by their respective authorized officers as of the day and year first written above.

CLAIRE’S INC.

CLAIRE’S STORES, INC.

BMS DISTRIBUTING CORP.

CBI DISTRIBUTING CORP.

CLAIRE’S BOUTIQUES, INC.

CLAIRE’S CANADA CORP.

CLAIRE’S PUERTO RICO CORP.


By:		/s/ Stephen Sernett
		Name: Stephen Sernett
		Title: Vice President & Associate General
		Counsel


CSI CANADA LLC

By:		/s/ Stephen Sernett
		Name: Stephen Sernett
		Title: Manager