JOINDER AGREEMENT

Exhibit 10.4

JOINDER AGREEMENT

JOINDER AGREEMENT (this “Agreement”) dated as of March 2, 2012 among The Bank of New York Mellon Trust Company, N.A. (the “New Agent”), as an Other First Priority Lien Obligations Agent, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Credit Agreement Agent, The Bank of New York Mellon Trust Company, N.A., as Trustee, and CLAIRE’S STORES, INC. (on behalf of itself and its subsidiaries), and any other First Lien Agent and other Second Priority Agent from time to time a party hereto.

This Agreement is supplemental to that certain Intercreditor Agreement, dated as of March 4, 2011 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Credit Suisse AG, Cayman Islands Branch, as Credit Agreement Agent, The Bank of New York Mellon Trust Company, N.A., as Trustee, Holdings, the Company and certain subsidiaries of the Company. This Agreement has been entered into to record the accession of the New Agent as Other First Priority Lien Obligations Agent under the Intercreditor Agreement.

Definitions

Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Intercreditor Agreement.

SECTION 1.

Accession

1.1. The New Agent agrees to become, with immediate effect, a party to and agrees to be bound by the terms of, the Intercreditor Agreement as an Other First Priority Lien Obligations Agent as if it had originally been party to the Intercreditor Agreement as an Other First Priority Lien Obligations Agent.

1.2. The New Agent confirm that its address details for notices pursuant to the Intercreditor Agreement are as follows:

The Bank of New York Mellon Trust Company, N.A.

00000 Xxxxxxxxx Xxxxxxx

Xxxxxxxxxxxx, XX 00000

Fax No.: (000) 000-0000

Attn: Corporate Trust Administration

1.3. Each party to this Agreement (other than the New Agent) confirms the acceptance of the New Agent as an Other First Priority Lien Obligations Agent for purposes of the Intercreditor Agreement.

1.4. The Bank of New York Mellon Trust Company, N.A. is acting in the capacity of Other First Priority Lien Obligations Agent solely for the Secured Parties under that certain Indenture dated as of February 28, 2012, among Claire’s Escrow II Corporation, a Delaware corporation (“Claire’s Escrow”), and The Bank of New York Mellon Trust Company, N.A., as Trustee, as supplemented by the Supplemental Indenture dated March 2, 2012 among Claire’s Escrow, the Company, the Company’s Subsidiaries named therein and the The Bank of New York Mellon Trust Company, N.A as trustee.

SECTION 2.

Miscellaneous

2.1. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

2.2. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a Credit Suisse, Cayman Islands Branch),
as Credit Agreement Agent
By:		/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Managing Director
By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Associate

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:		/s/ Xxxxx X. Xxxx
		Name: Xxxxx X. Xxxx
		Title: Vice President

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as New Agent
By:		/s/ Xxxxx X. Xxxx
		Name: Xxxxx X. Xxxx
		Title: Vice President

CLAIRE’S INC.
By:		/s/ J. Per Xxxxxx
		Name:		J. Per Xxxxxx
		Title:		Executive Vice President and Chief Financial Officer
CLAIRE’S STORES, INC.
By:		/s/ J. Per Xxxxxx
		Name:		J. Per Xxxxxx
		Title:		Executive Vice President and Chief Financial Officer
CLAIRE’S BOUTIQUES, INC.
CLAIRE’S PUERTO RICO CORP.
CBI DISTRIBUTING CORP.
CLAIRE’S CANADA CORP.
BMS DISTRIBUTING CORP.
By:		/s/ J. Per Xxxxxx
		Name:		J. Per Xxxxxx
		Title:		Executive Vice President and Chief Financial Officer
CSI CANADA LLC.
By:		/s/ J. Per Xxxxxx
		Name:		J. Per Xxxxxx
		Title:		Manager