Exhibit 4.8
[Global Note Legend]
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC") TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
[Private Placement Legend]
THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE
SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT
OF THE ISSUER THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT,
(d) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 (a) (1),
(2), (3) OR (7) UNDER THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED
INVESTOR")) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE
OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE
PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE
TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e)
IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS),
(2) TO THE ISSUER OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN
EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND
EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT
OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.
[Regulation S Temporary Global Note Legend]
THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY
EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL
APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO
THEM IN REGULATION S UNDER THE SECURITIES ACT.
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CUSIP [ ]
ISIN [ ](1)
[RULE 144A][REGULATION S] GLOBAL NOTE
representing up to
$350,000,000
No. ___ [$______________]
BAUBLE ACQUISITION SUB, INC.
promises to pay to Cede & Co., or registered assigns, the principal sum [set
forth on the Schedule of Exchanges of Interests in the Global Note attached
hereto] [of ________________________ United States Dollars] on June 1, 2015.
Interest Payment Dates: June 1 and December 1, commencing December 1, 2007
Record Dates: May 15 and November 15
[SIGNATURE PAGE FOLLOWS]
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(1) 144A CUSIP: 179584 AD9
144A ISIN: US179584AD92
Regulation S CUSIP: U17926 AB9
Regulation S ISIN: USU17926AB96
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IN WITNESS HEREOF, the Issuer has caused this instrument to be duly
executed.
Dated: __________________
BAUBLE ACQUISITION SUB, INC.
By:
-------------------------
Name:
Title:
4
This is one of the Notes referred to in the within-mentioned Indenture:
THE BANK OF NEW YORK,
as Trustee
By:
-------------------------
Authorized Signatory
5
[REVERSE OF NOTE]
BAUBLE ACQUISITION SUB, INC.
9.625%/10.375% SENIOR TOGGLE NOTES DUE 2015
Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.
1. INTEREST. Bauble Acquisition Sub, Inc., a Florida corporation (the
"Issuer"), promises to pay interest on the principal amount of this Note at a
rate per annum set forth below from May 29, 2007 until maturity and to pay the
Additional Interest, if any, payable pursuant to the Registration Rights
Agreement referred to below. The Issuer will pay interest on this Note
semi-annually in arrears on June 1 and December 1 of each year commencing on
December 1, 2007, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an "Interest Payment Date"). The Issuer will make
each interest payment to the Holder of record of this Note on the immediately
preceding May 15 and November 15 (each, a "Record Date"). Interest on this Note
will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from and including May 29, 2007. The Issuer will pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at the rate borne by this Note; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the rate borne by this Note. Interest will be computed
on the basis of a 360-day year comprised of twelve 30-day months.
For any Interest Period through June 1, 2011, the Issuer, may, at its
option, elect to pay interest on this Note (i) entirely in cash ("Cash
Interest"), (ii) entirely by increasing the principal amount of this Note or by
issuing PIK Notes ("PIK Interest") or (iii) 50% as Cash Interest and 50% as PIK
Interest. The Issuer must elect the form of interest payment with respect to
each Interest Period by delivering a notice to the Trustee prior to the
beginning of each Interest Period. The Trustee shall promptly deliver a
corresponding notice to the Holders. In the absence of such an election for any
Interest Period, interest on this Note will be payable in the form of the
interest payment for the prior Interest Period. Interest for the first Interest
Period commencing on the Issue Date shall be payable in cash. After June 1,
2011, the Issuer will make all interest payments on this Note in cash.
Cash Interest on this Note will accrue at the rate of 9.625%/10.375% per
annum. PIK Interest on this Note will accrue at the Cash Interest rate per annum
plus 0.75% and be payable [by increasing the principal amount of this Note by an
amount equal to the amount of PIK Interest for the applicable Interest Period
(rounded up to the nearest $1,000)](2) [by issuing PIK Notes in an aggregate
principal amount equal to the amount of PIK Interest for the applicable Interest
Period (rounded up to the nearest whole dollar) and the Trustee will, at the
request of the Issuer, authenticate and deliver such PIK Notes for original
issuance to the Holders on the relevant Record Date, as shown on the Note
Register](3). [Following an increase in the
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(2) For Global Notes only.
(3) For certificated Notes only.
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principal amount of this Note as a result of the payment of PIK Interest, this
Note will bear interest on such increased principal amount from and after the
date of such PIK Payment.](4) [Any PIK Notes will be dated as of the applicable
Interest Payment Date and will bear interest from and after such date.](2) All
PIK Notes issued pursuant to the payment of PIK Interest will mature on June 1,
2015 and will be governed by, and subject to the terms, provisions and
conditions of, the Indenture and shall have the same rights and benefits as the
Notes issued on the Issue Date. [Any PIK Notes will be issued with the
description "PIK" on the face of such PIK Note.](2)
2. METHOD OF PAYMENT. The Issuer will pay interest on this Note to the
Person who is the registered Holder of this Note at the close of business on May
15 or November 15 (whether or not a Business Day), as the case may be, next
preceding the Interest Payment Date, even if this Note is canceled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. Cash payment
of interest may be made by check mailed to the Holders at their addresses set
forth in the Note Register; provided that (a) all cash payments of principal,
premium, if any, and interest on, Notes represented by Global Notes registered
in the name of or held by DTC or its nominee will be made by wire transfer of
immediately available funds to the accounts specified by the Holder or Holders
thereof and (b) all cash payments of principal, premium, if any, and interest
with respect to certificated Notes will be made by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee
or the Paying Agent to such effect designating such account no later than 30
days immediately preceding the relevant due date for payment (or such other date
as the Trustee may accept in its discretion). Such payment shall be in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer
may change any Paying Agent or Registrar without notice to the Holders. The
Issuer or any of its Subsidiaries may act in any such capacity.
4. INDENTURE. The Issuer issued the Notes under an Indenture, dated as of
May 29, 2007 (the "Indenture"), between the Issuer and the Trustee. This Note is
one of a duly authorized issue of notes of the Issuer designated as its
9.25%/10.375% Senior Notes due 2015. The Issuer shall be entitled to issue
Additional Notes pursuant to Section 2.01 and 4.09 of the Indenture. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"). The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling.
5. OPTIONAL REDEMPTION.
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(4) For Global Notes only.
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(a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof,
the Notes will not be redeemable at the Issuer's option.
(b) On or after June 1, 2011, the Issuer may redeem the Notes at its
option, in whole at any time or in part from time to time, at the following
redemption prices (expressed as a percentage of principal amount), plus accrued
and unpaid interest and Additional Interest, if any, to the date of redemption
(the "Redemption Date"), if redeemed during the 12-month period commencing on
June 1 of the years set forth below:
Period Redemption Price
2011.............................................. 104.813%
2012.............................................. 102.406%
2013 and thereafter............................... 100.000%
(c) Prior to June 1, 2011, the Issuer may redeem the Notes at its option,
in whole at any time or in part from time to time, at a redemption price equal
to 100% of the principal amount of the Notes redeemed plus the Applicable
Premium as of, and accrued and unpaid interest and Additional Interest, if any,
to, the Redemption Date.
(d) At any time and from time to time on or prior to June 1, 2010, the
Issuer may redeem in the aggregate up to 35% of the original aggregate principal
amount of the Notes (calculated after giving effect to any issuance of
Additional Notes and PIK Notes) with the net cash proceeds of one or more Equity
Offerings (1) by the Issuer or (2) by any direct or indirect parent of the
Issuer, in each case to the extent the net cash proceeds thereof are contributed
to the common equity capital of the Issuer or used to purchase Capital Stock
(other than Disqualified Stock) of the Issuer from it, at a redemption price
(expressed as a percentage of principal amount thereof) of 109.625%, plus
accrued and unpaid interest and Additional Interest, if any, to the Redemption
Date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant Interest Payment Date); provided, however,
that at least 65% of the original aggregate principal amount of the Notes
(calculated after giving effect to any issuance of Additional Notes and PIK
Notes) must remain outstanding after each such redemption; provided, further,
that such redemption shall occur within 90 days after the date on which any
Equity Offering is consummated.
(e) Any redemption pursuant to this paragraph 5 shall be made pursuant to
the provisions of Sections 3.01 through 3.06 of the Indenture.
6. MANDATORY REDEMPTION. The Issuer shall not be required to make
mandatory redemption or sinking fund payments with respect to the Notes.
7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice
of redemption will be mailed by first-class mail at least 30 days but not more
than 60 days before the redemption date (except that redemption notices may be
mailed more than 60 days prior to a redemption date if the notice is issued in
connection with Article VIII or Article XI of the Indenture) to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $2,000 may be redeemed in part but only in whole multiples of
8
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the Redemption Date, interest ceases to accrue on this Note or portions
thereof called for redemption.
8. OFFERS TO REPURCHASE. Upon the occurrence of a Change of Control, the
Issuer shall make a Change of Control Offer in accordance with Section 4.13 of
the Indenture. In connection with certain Asset Sales, the Issuer shall make an
Asset Sale Offer as and when provided in accordance with Section 4.10 of the
Indenture.
9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $2,000 and integral multiples of $1,000
thereafter. The transfer of Notes may be registered and Notes may be exchanged
as provided in the Indenture. The Registrar and the Trustee may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Issuer may require a Holder to pay any taxes and fees required
by law or permitted by the Indenture. The Issuer need not exchange or register
the transfer of any Note or portion of a Note selected for redemption, except
for the unredeemed portion of any Note being redeemed in part. Also, the Issuer
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed.
10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes.
11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the
Notes may be amended or supplemented as provided in the Indenture.
12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are
defined in Section 6.01 of the Indenture. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 30% in principal amount of
the then outstanding Notes may declare the principal, premium, if any, interest
and any other monetary obligations on all the then outstanding Notes to be due
and payable immediately. Notwithstanding the foregoing, in the case of an Event
of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable immediately without further action
or notice. Holders may not enforce the Indenture, the Notes or the Guarantees
except as provided in the Indenture. Subject to certain limitations, Holders of
a majority in aggregate principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default (except a
Default relating to the payment of principal, premium, if any, or interest) if
it determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or and its consequences under the Indenture except a continuing
Default in payment of the principal of, premium, if any, or interest on, any of
the Notes held by a non-consenting Holder. The Issuer is required to deliver to
the Trustee annually a statement regarding compliance with the Indenture, and
the Issuer is required, after becoming aware of any Default, to deliver to the
Trustee a statement specifying such Default and what action the Issuer proposes
to take with respect thereto.
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13. AUTHENTICATION. This Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose until authenticated by
the manual signature of the Trustee or an authentication agent.
14. TRUSTEE DEALINGS WITH ISSUER. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its
Affiliates, as if it were not the Trustee.
15. NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator or stockholder of the Issuer or any Guarantor, as such, will have
any liability for any obligations of the Issuer or the Guarantors under the
Notes, the Indenture, the Guarantees or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes.
16. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement,
dated as of May 29, 2007, among Claire's Stores, Inc., the Guarantors named
therein and the other parties named on the signature pages thereof (the
"Registration Rights Agreement"), including the right to receive Additional
Interest (as defined in the Registration Rights Agreement).
17. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES.
18. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Issuer has
caused CUSIP and ISIN numbers to be printed on the Notes and the Trustee may use
CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.
The Issuer will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to the Issuer at the following address:
Bauble Acquisition Sub, Inc.
c/o Apollo Management, L.P.
10250 Constellation Boulevard
Suite 2900
Los Angeles, California 90067
Attention: Lance Milken
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ASSIGNMENT FORM
To assign this Note, fill in the form below:
(I) or (we) assign and transfer this Note to: ____________________________
(Insert assignee's legal name)
________________________________________________________________________________
(Insert assignee's social security number or taxpayer identification number.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Issuer. The agent may substitute
another to act for him.
Date: _____________________
Your Signature: __________________________________
(Sign exactly as your name appears
on the face of this Note)
Signature(s) must be guaranteed by an "eligible
guarantor institution" meeting the requirements of
the Registrar, which requirements include
membership or participation in the Security
Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be
determined by the Registrar in addition to, or in
substitution for, STAMP, al in accordance with the
Securities Exchange Act of 1934, as amended.
_______________________________________
Signature Guarantee
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OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Issuer pursuant to
Section 4.10 or 4.13 of the Indenture, check the appropriate box below:
[ ] Section 4.10 [ ] Section 4.13
If you want to elect to have only part of this Note purchased by the Issuer
pursuant to Section 4.10 or Section 4.13 of the Indenture, state the amount you
elect to have purchased:
$_______________
Date: _____________________
Your Signature: __________________________________
(Sign exactly as your name appears
on the face of this Note)
Tax Identification No.: __________________________
Signature(s) must be guaranteed by an "eligible
guarantor institution" meeting the requirements of
the Registrar, which requirements include
membership or participation in the Security
Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be
determined by the Registrar in addition to, or in
substitution for, STAMP, al in accordance with the
Securities Exchange Act of 1934, as amended.
_______________________________________
Signature Guarantee
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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*
The following increases or decreases in the principal amount of this Global Note
have been made:
Amount of increase Principal Amount of Signature of
Amount of decrease in Principal this Global Note authorized officer
Date of Exchange in Principal Amount Amount of this following such of Trustee or
or PIK Payment of this Global Note Global Note decrease or increase Custodian
---------------- ---------------------- --------------------- ------------------------ --------------------
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*This schedule should be included only if the Note is issued in global form
13