exv10w1






Exhibit 10.1




Disclosure Schedules to Credit Agreement, dated as of May 29, 2007




1









 








SCHEDULE 1.01 A




Certain U.S. Subsidiaries




None




2









 





SCHEDULE 1.01B




Mortgaged Properties



Hoffman Estates, 2400 West Central Road, 60195 IL




3









 








SCHEDULE 1.01C




Existing Letters of Credit



That certain standby letter of credit (No. 186412845) dated as of April 2, 2004, issued by Bank of
America, N.A. in favor of The Travelers Indemnity Company.




4









 








SCHEDULE 1.01D




Immaterial Subsidiaries




Sassy Doo!, Inc.

Claire’s Puerto Rico Corp.

Claire’s Canada Corp.

Afterthoughts Merchandising Corp.

Claire’s Holding GMBH

WhiteClaire’s Accessorros Portugal Unipessol LDA

Claire’s Netherlands B.V.

Claire’s Distribution B.V.

Claire’s International Europe, Ltd

CSI Luxembourg S.a.r.l.

BMS Fashion Corp

Claire’s China Services Trust

Claire’s Austria Gmbh

Claire’s Switzerland Gmbh

Claire’s Germany Gmbh

Claire’s Belgium B.V.B.A.

Claire’s Accessories Spain, S.L.

Femina Hgmbh Co Kg

Femina Hgmbh

RSI International Ltd.




5









 





SCHEDULE 1.01E




Refinanced Indebtedness



That certain Loan and Security Agreement dated as of March 31, 2004 among Fleet Retail Group, Inc.,
Fleet National Bank and Claire’s Stores, Inc., as lead borrower for BMS Distributing Corp.,
Claire’s Boutiques, Inc., CBI Distributing Corp. and Claire’s Puerto Rico Group.




6









 








SCHEDULE 1.01F




Unrestricted Subsidiaries




None




7









 





SCHEDULE 1.01G




Certain EBITDA Addbacks



1. any non-recurring costs, expenses or charges incurred in connection with reports and other
services provided by consultants to the Borrower;



2. amortization and lease expense relating to Borrower’s Synthetic Lease Obligations;



3. settlement amounts paid and legal expenses incurred in connection with:





(a) Wyakie Coleman vs. Claire’s Stores, Inc., Claire’s Boutiques, Inc., d/b/a
Afterthoughts, Claire’s, Claire’s Accessories, Icing and/or Icing by Claire’s; and Does 1 to
100, inclusive (the “Coleman Case”). This wage class action is in a very preliminary
state, and no class has been certified at this time. Accordingly, the Borrower is not able to
make an assessment of the materiality of the litigation at this time; and




(b) Debra Gring and Raajna Naidu vs. Claire’s Boutiques, Inc. and Does 1 to 100, inclusive
(the “Gring Case”). The Borrower is in the process of negotiating a settlement of this
wage class action litigation for a one-time payment.



8









 





SCHEDULE 1.01H




Cost Savings





	1.	 	insurance cost savings and
	 
	2.	 	changes in executive travel policies




9









 











SCHEDULE 2.01




Commitments




	 	 	 	 	 	 	 	 	 
	Lender Name	 	Revolving Commitment	 	Term B Loan Commitment
	Credit Suisse
	 	$	44,000,000	 	 	$	556,000,000	 
	Bear, Stearns & Co. Inc.
	 	$	33,000,000	 	 	$	417,000,000	 
	Lehman Commercial Paper Inc.
	 	$	33,000,000	 	 	$	417,000,000	 
	LaSalle Bank
	 	$	20,000,000	 	 	$	15,000,000	 
	Sumitomo Mitsui Banking
Corporation
	 	$	20,000,000	 	 	$	15,000,000	 
	Mizuho Corporate Bank Ltd.
	 	$	20,000,000	 	 	$	5,000,000	 
	SunTrust Bank
	 	$	15,000,000	 	 	$	5,000,000	 
	Natixis
	 	$	15,000,000	 	 	$	20,000,000	 
	Total
	 	$	200,000,000	 	 	$	1,450,000,000	 






10









 






SCHEDULE 3.01




Organization and Good Standing




None




11









 





SCHEDULE 3.04




Government Approvals




None




12









 





SCHEDULE 3.07(b)




Possession under Leases




None




13









 





SCHEDULE 3.07(c)




Intellectual Property




None





14











 





SCHEDULE 1.01C




Subsidiaries




	 	 	 	 	 
	Name	 	Jurisdiction	 	Owner of Equity Interests
	Claire’s Stores, Inc.

	 	Florida
	 	100% Holdings
	Sassy Doo! Inc.

	 	Delaware
	 	100% Claire’s Stores, Inc.
	Claire’s Puerto Rico Corp.

	 	Delaware
	 	100% Claire’s Stores, Inc.
	CBI Distributing Corp

	 	Delaware
	 	56% Claire’s Stores, Inc.

44% Claire’s Boutiques, Inc.
	Claire’s Boutiques, Inc.

	 	Colorado
	 	100% Claire’s Stores, Inc.
	Claire’s Canada Corp.

	 	Delaware
	 	100% Claire’s Stores, Inc.
	Afterthoughts Merchandising
Corp.

	 	Delaware
	 	100% Claire’s Stores, Inc.
	Claire’s Holding GMBH

	 	Switzerland
	 	100% Claire’s Stores, Inc.
	CSC Limited Partnership

	 	Canada
	 	90% Claire’s Stores, Inc. 

10% Claire’s Canada Corp.
	Claire’s Stores Canada Corp.

	 	Canada
	 	100% Claire’s Canada Corp.
	BMS Distributing Corp.

	 	Delaware
	 	100% CBI Distributing Corp.
	Claire’s Accessories UK, Ltd.

	 	United Kingdom
	 	100% Claire’s Holding GMBH
	WhiteClaire’s Accessories
Portugal Unipessoal LSA

	 	Portugal
	 	100% Claire’s Holding GMBH
	Claire’s Netherlands B.V.

	 	Netherlands
	 	100% Claire’s Holding GMBH
	Claire’s Distribution B.V.

	 	Netherlands
	 	100% Claire’s Holding GMBH
	Clarie’s International
Europe, Ltd

	 	Switzerland
	 	100% Claire’s Holding GMBH
	CSI Luxembourg S.a.r.l.

	 	Luxembourg
	 	100% Claire’s Holding GMBH
	BMS Fashion Corp.

	 	Cayman
	 	100% Claire’s Holding GMBH
	Claire’s China Services Trust

	 	China
	 	100% BMS Fashion Corp.
	Claire’s Austria Gmbh

	 	Austria
	 	100% Claire’s International
Europe Ltd.
	Claire’s Switzerland Gmbh

	 	Switzerland
	 	100% Claire’s International
Europe Ltd.
	Claire’s Germany Gmbh

	 	Germany
	 	100% Claire’s International
Europe Ltd.
	Claire’s Belgium B.V.B.A.

	 	Beligum
	 	100% Claire’s Accessories
UK, Ltd.
	Claire’s Accessories Spain,
S.L.

	 	Spain
	 	100% Claire’s Accessories
UK, Ltd.
	Claire’s France S.A.S.

	 	France
	 	100% Claire’s UK French Branch
	Femina Hgmbh Co Kg

	 	Austria
	 	95% Claire’s Austria Gmbh 

5% Femina Hgmbh
	Femina Hgmbh

	 	Austria
	 	100% Claire’s Austria Gmbh
	RSI International Ltd.

	 	Hong Kong
	 	100% Claire’s China
Services 
	Claire’s UK French Branch

	 	France
	 	100% Claire’s Accessories
UK, Ltd.
	Claire’s UK Irish Branch

	 	Ireland
	 	100% Claire’s Accessories
UK, Ltd.
	CSI Luxembourg Swiss Branch

	 	Switzerland
	 	100% CSI Luxembourg S.a.r.l.






15









 






SCHEDULE 3.08(b)




Subscriptions



Holdings and the Fund have entered into a stockholders agreement dated as of May 29, 2007, by and
among Holdings and the Stockholders (as defined herein) that are parties thereto (the “Stockholders
Agreement”), that sets forth applicable provisions relating to the management and ownership of
Holdings and its subsidiaries, including the right of an affiliate of Tri-Artisan Capital Partners,
LLC (the member of one of the Fund’s affiliated funds) to appoint one of the members of Holdings
board of directors and the right of the Fund to appoint the remaining members of Holding’s board of
directors. In addition, the Stockholders Agreement will contain customary information rights, drag
along rights, tag along rights, preemptive rights, registration rights and restrictions on the
transfer of Holding’s common stock.




16









 








SCHEDULE 3.13




Taxes




None




17









 





SCHEDULE 3.16




Environmental Matters



The Target received a letter, dated February 13, 2007, from the U.S. Consumer Product Safety
Commission (“CPSC”) as a result of voluntary reporting by the Target to the CPSC in January 2007 of
seven jewelry items sold in Claire’s stores that tested excess of 600 ppm for lead content. Under
current guidelines of the CPSC, such products are considered toxic under the Federal Hazardous
Substances Act. The Target removed all such products from the store shelves in December 2006. The
Target worked with the CPSC to take corrective actions, which included a recall of all affected
products sold (approximately 35,000 units) and, in addition approximately 20,000 units had been
previously removed from the stores prior to sale. One of the seven items was brought to the
Target’s attention by Health Canada in December 2006 as a result of random testing conducted by
Health Canada, at which time, on a voluntary basis, the Target took actions to remove the six other
jewelry items manufactured by the vendor that manufactured the one item identified by Health
Canada. The recall was publicly announced on March 15, 2007.




18









 








SCHEDULE 3.18




Material Real Estate



Hoffman Estates, 2400 West Central Road, 60195 IL




19









 








SCHEDULE 3.23




Intellectual Property




None




20









 





SCHEDULE 4.02(b)




Local Counsel




Canadian Counsel:

Osler, Hoskin & Harcourt LLP

100 King Street West

1 First Canadian Place

Suite 6100, P.O. Box 50

Toronto, Ontario M5X1B8




Colorado Counsel:

Hutchinson Black and Cook LLC

921 Walnut Street

Suite 200

Boulder, CO 80302




Florida Counsel:

Morgan Lewis & Bockius LLP

5300 Wachovia Financial Center

200 South Biscayne Boulevard

Miami, FL 33131




Illinois Counsel:

Lord, Bissell & Brook LLP

111 S. Wacker Drive

Chicago, IL 60606




21









 





SCHEDULE 4.02(d)




Certain Collateral Matters



1. Borrower will use commercially reasonable efforts to deliver the zoning endorsement pertaining
to the Mortgaged Property within 45 days of the Closing Date, provided that such time period may
be extended by the Administrative Agent.



2. Borrower will use commercially reasonable efforts to deliver the land survey endorsement
pertaining to the Mortgaged Property within 45 days of the Closing Date, provided that such time
period may be extended by the Administrative Agent.



3. Borrower will use commercially reasonable efforts to deliver the land survey endorsement
pertaining to the Mortgaged Property within 45 days of Closing Date, provided that such time
period may be extended by the Administrative Agent.



4. Borrower will use commercially reasonable efforts deliver the comprehensive (ALTA 9)
endorsement pertaining to the Mortgaged Property within 45 days of the Closing Date, provided that
such time period may be extended by the Administrative Agent.



5. Borrower will use commercially reasonable efforts to deliver the subdivision endorsement
pertaining to the Mortgaged Property within 45 days of the Closing Date, provided that such time
period may be extended by the Administrative Agent.



6. Borrower will use commercially reasonable efforts to deliver the contiguity endorsement (if
applicable) pertaining to the Mortgaged Property within 45 days of the Closing Date, provided that
such time period may be extended by the Administrative Agent.



7. Borrower will use commercially reasonable efforts to deliver the zoning and compliance report
from Planning & Zoning Resource Corporation within 45 days of the Closing Date, provided that such
time period may be extended by the Administrative Agent.



8. Borrower will use commercially reasonable efforts to deliver the survey pertaining to the
Mortgaged Property within 45 days of the Closing Date, provided that such time period may be
extended by the Administrative Agent.



9. Within 15 days of the Closing Date, or as extended by the Administrative Agent, the Borrower
will form a new wholly-owned Delaware limited liability company, transfer all of its interests in
Claire’s Holdings GMBH to such new wholly-owned Delaware limited liability company and satisfy all
of the elements of the Collateral Guarantee Requirement under the Credit Agreement with respect to
such new wholly-owned Delaware limited liability company (it being understood that such new
subsidiary will be a Qualified CFC Holding Company).




22









 








SCHEDULE 6.01




Indebtedness



1. Those items listed on Schedule 1.01E.



2. Those items listed on Schedule 1.01C.



3. Guarantees by the Borrower of tax withholding obligations of Foreign Subsidiaries.



4.
Guarantees by the Borrower and the Subsidiaries of intercompany loans made to Claire’s Germany
Gmbh.




23









 








SCHEDULE 6.02(a)




Liens



1. Lien by Expeditors International of Washington, Inc. against CBI Distributing Corp. evidenced
by initial filing number 41079997.



2. Lien by J.G. Saginsaw LLC against Claire’s Stores, Inc. evidenced by initial filing number
41791120



3. Lien by CBL & Associates Properties against Claire’s Boutiques, Inc. evidenced by initial
filing number 61859933.



4. Lien by Rivergate Mall Limited Partnership against Claire’s Stores, Inc. evidenced by initial
filing number 200305525547.



5. Lien by Fleet Capital Corporation against Claire’s Canada Corp. evidenced by initial filing
number 31630626.



6. Lien by Fleet Capital Corporation against Claire’s Boutiques, Inc. evidenced by initial number
31630618.




24









 








SCHEDULE 6.04




Investments



1. Borrower is a 50% joint venture partner in Claire’s Nippon Co., Ltd.



2. Sassy Doo!, Inc. is a 50% joint venture partner in Aaron Company, LLC.



3. Money market investments with less than 90 days to maturity having a balance of approximately
$270 million as of May 5, 2007, in general ledger account 01701.




25









 








SCHEDULE 6.07




Transactions with Affiliates



Holdings and the Fund have entered into a stockholders agreement dated May 29, 2007, by and among
Holdings and the Stockholders (as defined herein) that are parties thereto (the “Stockholder
Agreement”), that sets forth applicable provisions relating to the management and ownership of
Holdings and its subsidiaries, including the right of an affiliate Tri-Artisan Capital Partners,
LLC (the member of one of the Fund’s affiliated funds) to appoint one of the members of Holding’s
board of directors and the right of the Fund to appoint the remaining members of Holding’s board of
directors. In addition, the Stockholders Agreement will contain customary information rights, drag
along rights, tag along rights, preemptive rights, registration rights and restrictions on the
transfer of Holding’s common stock.




26









 








SCHEDULE 9.01




Notice Information




Administrative Agent or Collateral Agent:

Credit Suisse

Eleven Madison Avenue

New York, NY 10010

Attention: Agency Group

Fax No.: (212) 325-8304




Borrower and The Other Loan Parties:

Claire’s Stores, Inc.

3 SW 129th Avenue

Suite 400

Attention: Ira Kaplan, Senior Vice President and Chief Financial Officer

Pembroke Pines, FL 33027

Fax No.: (954) 433-3999





27