CONSENT AND WAIVER
CONSENT AND WAIVER, dated as of June 13, 2000, (this "Consent and Waiver"),
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to the Credit Agreement, dated as of December 1, 1999 (as amended, supplemented
or otherwise modified from time to time, the "Credit Agreement"), among Claire's
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Stores, Inc., a Delaware Corporation (the "Borrower"), the several banks and
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other financial institutions or entities from time to time parties thereto,
Bear, ▇▇▇▇▇▇▇ & Co., Inc., as sole lead arranger and sole book manager, Bear
▇▇▇▇▇▇▇ Corporate Lending Inc., as syndication agent (in such capacity, the
"Syndication Agent"), SunTrust Bank, South Florida, N.A., as documentation
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agent, and Fleet National Bank, as administrative agent (in such capacity, the
-
"Administrative Agent").
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W I T N E S S E T H:
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WHEREAS, the Borrower wishes to effect a merger with CSI Florida
Acquisition, Inc. ("CSI"), a Florida corporation and a wholly owned subsidiary
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of the Borrower, pursuant to which the Borrower will reincorporate from the
State of Delaware to the State of Florida (the "Reincorporation"), as more fully
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described in the portion of the Borrower's definitive proxy statement, dated as
of May 8, 2000, attached hereto as Exhibit A;
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WHEREAS, by operation of law CSI, as the surviving corporation in
the Reincorporation, shall be responsible for the liabilities and obligations of
the Borrower under the Credit Agreement;
WHEREAS, the Borrower requests that the Required Lenders consent to
the Reincorporation and waive any violations of the Credit Agreement that may
result therefrom; and
WHEREAS, the Required Lenders are willing to make such waiver and,
consent but only on the terms and subject to the conditions set forth herein.
NOW THEREFORE, in consideration of the premises herein contained and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used
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herein which are defined in the Credit Agreement are used herein as defined
therein.
2. Consent and Waiver. The Required Lenders hereby irrevocably consent to
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the Reincorporation and irrevocably waive any breach of the Credit Agreement
resulting therefrom.
3. Express Assumption of Obligations. Upon the effectiveness of the
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Reincorporation, CSI hereby expressly agrees to assume all liabilities and
obligations of the Borrower under the Loan Documents.
4. Conditions to Effectiveness. This Consent and Waiver shall become
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effective on the condition that (a) CSI, the Borrower, the Administrative Agent
and the Required Lenders shall have executed this Consent and Waiver, (b) no
Default or Event of Default shall have occurred and be continuing on the date
hereof after giving effect to this Consent and Waiver and (c ) all conditions
precedent to the Reincorporation shall have been satisfied or waived and the
Reincorporation shall have become effective.
5. Representations and Warranties. The Borrower hereby represents and
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warrants that the representations and warranties contained in the Credit
Agreement (except those that expressly speak as of a certain date) will be,
after giving effect to the consent and waiver provided herein, true and correct
in all material respects, as if made on and as of the date hereof.
6. No Other Consents/Waivers. Except as to those provisions of the Loan
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Documents expressly waived herein, the Loan Documents shall continue to be, and
shall remain in full force and effect in accordance with their terms.
7. Counterparts. The Consent and Waiver may be executed in counterparts and
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all of the said counterparts taken together shall be deemed to constitute one
and the same instrument.
8. GOVERNING LAW. THIS CONSENT AND WAIVER SHALL BE GOVERNED BY, AND
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CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
9. Expenses. The Borrower agrees to pay or reimburse the Syndication Agent
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and the Administrative Agent for all of their reasonable out-of-pocket costs and
expenses incurred in connection with the preparation, negotiation and execution
of this Consent and Waiver, including, without limitation, the fees and
disbursements of counsel to the Syndication Agent and the Administrative Agent.
[Remainder of Page Blank Intentionally]
IN WITNESS WHEREOF, the parties hereto have caused this Consent and Waiver
to be executed and delivered by their duly authorized officers as of the date
first written above.
CLAIRE'S STORES, INC.
By:-------------------------------------
Name:
Title:
CSI FLORIDA ACQUISITION, INC.
By:-------------------------------------
Name:
Title:
FLEET NATIONAL BANK,
as Administrative Agent and as a
Lender
By:--------------------------------------
Name:
Title:
BEAR ▇▇▇▇▇▇▇ CORPORATE LENDING, INC.
as Syndication Agent and as a
Lender
By:--------------------------------------
Name:
Title:
SUNTRUST BANK, SOUTH FLORIDA, N.A.
as Documentation Agent and as a
Lender
By:--------------------------------------
Name:
Title:
BANKATLANTIC, A FEDERAL SAVINGS BANK
By:--------------------------------------
Name:
Title:
BANK LEUMI USA
By:--------------------------------------
Name:
Title:
BANK ONE, NA
By:--------------------------------------
Name:
Title:
ISRAEL DISCOUNT BANK OF NEW YORK
By:--------------------------------------
Name:
Title:
By:--------------------------------------
Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION
By:--------------------------------------
Name:
Title:
▇▇▇▇▇▇ BANK PLC
By:--------------------------------------
Name:
Title:
THE ROYAL BANK OF SCOTLAND PLC
By:--------------------------------------
Name:
Title:
RZB-FINANCE LLC
By:--------------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:--------------------------------------
Name:
Title:
