EXHIBIT (10)(r)
THIS DEED is made on December ___, 1997 between:
CLAIRE'S STORES, INC., whose registered office is situated at 0 X.X.
000xx Xxxxxx, Xxxxxxxx Xxxxx, Xxxxxxx 00000 (the "Company"); and
XXXX XXXXXX XXXXX of 00 Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxx, Xxxx
Xxxxxxxx X00 0XX (the "Borrower").
1. THE LOAN
The Company will advance to the Borrower the sum of (pound) 300,000
(the "Loan") within five days of the date of this Deed.
2. INTEREST
No interest shall be payable on the Loan.
3. REPAYMENT OF THE LOAN
The Loan shall become repayable to the Company on demand in full on the
earliest of the following (each a "Repayment Event"):
3.1 a petition for bankruptcy or personal insolvency being filed
against the Borrower and having not been dismissed within
seven (7) days of the same; or
3.2 the sale of all or any fully paid ordinary shares in the
capital of Claire's Accessories UK Limited (the "Shares") held
by the Borrower or the cancellation of any options over such
Shares held by the Borrower pursuant to the Amended and
Restated Employee Option of even date or the Trigger Agreement
of even date made between the Company and the Borrower.
4. PAYMENTS
4.1 By Borrower: Payment by the Borrower under this Agreement
shall be made, without set-off or counterclaim, in sterling in
same day funds by credit to the Company's account and/or bank
as it may from time to time designate.
4.2 By Company: Payment by the Company under this Deed shall be
made in sterling to such account notified to the Company by
the Borrower.
5. RIGHT OF SET-OFF
5.1 Where a Repayment Event occurs, the Company shall be
entitled to set-off against the Loan or against any part of
the Loan outstanding any amount owed to the Borrower by the
Company and for the avoidance of doubt any amounts owed to
the Borrower pursuant to any purchase of Shares or options
contemplated under Clause 3.2 above.
5.2 In the event of the death of the Borrower, reference to the
Borrower in Clause 5.1 shall be deemed to include references
to the personal representatives of the Borrower.
6. NOTICES
6.1 Any notice requiring to be served under or in connection with
this agreement shall be in writing and shall be delivered or
sent:
6.1.1 In the case of the Borrower, to the address of the
Borrower shown at the top of this document or such
other address as may have previously been notified to
the Company for this purpose; and
6.1.2 In the case of the Company, to its treasurer at its
registered office shown at the top of this document
or such other address as may have been previously
notified to the Borrower for this purpose.
6.2 In the case of the death of the Borrower and until the Company
has received notice in writing of the grant of probate of his
will or letters of administration of his estate any such
notice so given shall be as effective as if he were still
living.
6.3 Any such notice shall be delivered by hand, facsimile
transmission or sent by pre-paid first class post and:
(i) if delivered by hand shall conclusively be
deemed to have been received at the time of
delivery;
(ii) if sent by facsimile shall conclusively be
deemed to have been received at the time of
dispatch; and
(iii) if sent by post shall conclusively be deemed
to have been received 48 hours from the time
of posting.
7. GOVERNING LAW
This Agreement will be governed by and construed in accordance with
English law.
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IN WITNESS of which this agreement has been duly executed as a deed on
the date stated at the beginning.
SIGNED as a Deed by
Claire's Stores, Inc. -------------------------------------
acting by Director
and
-------------------------------------
Secretary
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