exv4w2






Exhibit 4.2




          SENIOR SECURED SECOND LIEN NOTES SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”),
dated as of March 4, 2011, by and among Claire’s Stores, Inc., a Florida corporation (the
“Company”), BMS Distributing Corp., a Delaware corporation, CBI Distributing Corp., a Delaware
corporation, Claire’s Boutiques, Inc., a Colorado corporation, Claire’s Canada Corp., a Delaware
corporation, Claire’s Puerto Rico Corp., a Delaware corporation, and CSI Canada LLC, a Delaware
limited liability company, as guarantors (the “Guarantors”), and The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”) and Collateral Agent (the “Collateral Agent”), to the
Indenture (the “Indenture”), dated as of March 4, 2011, among Claire’s Escrow Corporation, a
Delaware corporation (the “Issuer”), the Trustee, and the Collateral Agent.



W
I T N E S S E T H:




          WHEREAS, the Issuer has heretofore executed and delivered to the Trustee and the Collateral
Agent the Indenture providing for the issuance of $450,000,000 aggregate principal amount of 8.875%
Senior Secured Second Lien Notes due 2019 (the “Notes”);



          WHEREAS, the Issuer has merged with and into the Company (the “Merger”), with the Company as
the surviving entity in the Merger;



          WHEREAS, as a result of the Merger and pursuant to Section 13.20 of the Indenture, the Company
is assuming, by and under this Supplemental Indenture, the obligations of the Issuer for the due
and punctual payment of the principal of, premium, if any, and interest on all the Notes and the
performance and observance of the Indenture on the part of the Issuer;



          WHEREAS, pursuant to Section 13.20 of the Indenture, the Guarantors are, by and under this
Supplemental Indenture, unconditionally guaranteeing the obligations of the Issuer for the due and
punctual payment of the principal of, premium, if any, and interest on all the Notes and the
performance and observance of the Indenture on the part of the Issuer on the terms and conditions
set forth herein;



          WHEREAS, Sections 5.01 and 9.01 of the Indenture provide that the Trustee, the Collateral
Agent, the Company and each of the Guarantors are authorized to execute and deliver this
Supplemental Indenture; and



          WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate or
other action on the part of the Trustee, the Collateral Agent, the Company and each of the
Guarantors.



          NOW, THEREFORE, for and in consideration of the foregoing premises and for good and valuable
consideration, the receipt of which is hereby acknowledged, it is mutually covenanted and agreed,
for the equal and ratable benefit of the Holders of the Notes, as follows:



          Section 1. Capitalized Terms. Capitalized terms used herein but not defined shall
have the meanings assigned to them in the Indenture.



          Section 2. Assumption by the Company. The Company hereby assumes the obligations of
the Issuer for the due and punctual payment of the principal of, premium, if any, and interest on
all outstanding Notes issued pursuant to the Indenture and the performance and



1









 




observance of each other obligation and covenant set forth in the Indenture to be performed or
observed on the part of the Issuer. The Company is hereby substituted for, and may exercise every
right and power of, the Issuer under the Indenture with the same effect as if the Company had been
named as the Issuer in the Indenture, and the Company is a Successor Issuer under the Indenture.




          Section 3. Agreement to Guarantee. Each of the Guarantors, by its execution of this
Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms
of the Indenture applicable to Guarantors, including but not limited to Article X thereof.



          Section 4. Ratification of Indenture; Supplemental Indenture Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and effect. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of
Notes heretofore or hereafter authenticated and delivered shall be bound hereby.



          Section 5. The Trustee and the Collateral Agent. Neither the Trustee nor the
Collateral Agent shall be responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein.
Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are
assumed, or shall be construed to be assumed by the Trustee or the Collateral Agent by reason of
this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee
and the Collateral Agent subject to all the terms and conditions set forth in the Indenture with
the same force and effect as if those terms and conditions were repeated at length herein and made
applicable to the Trustee and the Collateral Agent with respect hereto. In entering into this
Supplemental Indenture, the Trustee and the Collateral Agent shall be entitled to the benefit of
every provision of the Indenture relating to the conduct or affecting the liability or affording
protection to the Trustee and the Collateral Agent, whether or not elsewhere herein so provided.



          Section 6. Notices. For purposes of the Indenture, the address for notices to the
Company and/or any Guarantor shall be as set forth below:




Claire’s Stores, Inc.

2400 West Central Road

Hoffman Estates, IL 60192

Attention: Chief Financial Officer



          Section 7. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



          Section 8. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement.



          Section 9. Effect of Headings. The Section headings herein are for convenience only
and shall not effect the construction of this Supplemental Indenture and shall in no way modify or
restrict any of the terms or provisions hereof.



2









 





          Section 10. Severability. In case any provision of this Supplemental Indenture shall
be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.



          Section 11. Benefits Acknowledged. The Guarantors’ guarantees are subject to the
terms and conditions set forth in the Indenture. Each of the Guarantors acknowledges that it will
receive direct and indirect benefits from the financing arrangements contemplated by the Indenture
and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this
Supplemental Indenture are knowingly made in contemplation of such benefits.



[Signatures on following page]




3









 








          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first above written.



	 	 	 	 	 
	 	Claire’s Stores, Inc.

 	 
	 	By:  	/s/ J. Per Brodin	 
	 	 	Name:  	J. Per Brodin	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer	 
	 
	 	BMS Distributing Corp.

 	 
	 	By:  	/s/ J. Per Brodin	 
	 	 	Name:  	J. Per Brodin	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer	 
	 
	 	CBI Distributing Corp.

 	 
	 	By:  	/s/ J. Per Brodin	 
	 	 	Name:  	J. Per Brodin	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer	 
	 
	 	Claire’s Boutiques, Inc.

 	 
	 	By:  	/s/ J. Per Brodin	 
	 	 	Name:  	J. Per Brodin	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer	 
	 
	 	Claire’s Canada Corp.

 	 
	 	By:  	/s/ J. Per Brodin	 
	 	 	Name:  	J. Per Brodin	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer	 
	 
	 	Claire’s Puerto Rico Corp.

 	 
	 	By:  	/s/ J. Per Brodin	 
	 	 	Name:  	J. Per Brodin	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer	 
	 
	 	CSI Canada LLC

 	 
	 	By:  	/s/ J. Per Brodin	 
	 	 	Name:  	J. Per Brodin	 
	 	 	Title:  	Manager	 



1









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,





AS TRUSTEE

 	 
	 	By:  	/s/ Geraldine Creswell	 
	 	 	Name:  	Geraldine Creswell	 
	 	 	Title:  	Vice President	 
	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,





AS COLLATERAL AGENT

 	 
	 	By:  	/s/ Geraldine Creswell	 
	 	 	Name:  	Geraldine Creswell	 
	 	 	Title:  	Vice President	 



2