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EXHIBIT 4.2
[FORM OF NOTE]
$__________________ ________ __, ____
New York, New York
FOR VALUE RECEIVED, the undersigned, XXXXXX'S STORES, INC., a Delaware
corporation (the "BORROWER"), hereby unconditionally promises to pay to the
order of ______________ (the "LENDER") at the office of Fleet National Bank,
located at Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, in lawful money of the United
States of America and in immediately available funds, the principal amount of
______________ DOLLARS ($___________), or, if less, the unpaid principal amount
of each Loan made by the Lender pursuant to Section 2.1 or 2.4(a), whichever is
applicable, of the Credit Agreement, as hereinafter defined. The Loans shall be
repaid in accordance with Section 2.3 or 2.4(b), whichever is applicable, of
such Credit Agreement.
The Borrower further agrees to pay interest in like money at such
office on the unpaid principal amount hereof from time to time outstanding at
the rates and on the dates specified in Section 2.12 of such Credit Agreement.
This Note is (a) one of the Notes referenced in the Credit Agreement,
dated as of December 1, 1999 (as amended, supplemented or otherwise modified
from time to time, the "CREDIT AGREEMENT"), among the Borrower, the lenders
parties thereto (the "LENDERS"), the Syndication Agent, the Documentation Agent
and Fleet National Bank, as Administrative Agent, (b) subject to the provisions
of the Credit Agreement and (c) subject to optional and mandatory prepayment in
whole or in part as provided in the Credit Agreement. This Note is guaranteed as
provided in the Loan Documents. Reference is hereby made to the Loan Documents
for a description of the nature and extent of the guarantees, the terms and
conditions upon which each guarantee was granted and the rights of the holder of
this Note in respect thereof.
The Lender is authorized to record the date and maturity date of each
Loan, the interest rate applicable thereto and each payment or prepayment of
principal with respect thereto on a schedule annexed hereto and made a part
hereof, or on a continuation thereof which shall be attached hereto and made a
part hereof, or in its internal records; PROVIDED, HOWEVER, that any failure of
the Lender so to record or any error in any such record shall not impair the
obligations of the Borrower hereunder.
Upon the occurrence of any one or more of the Events of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement.
All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.
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Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
CLAIRE'S STORES, INC.
By: ________________________________
Name: Xxx X. Xxxxxx
Title: Vice-President
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