INTERCREDITOR AGREEMENTIntercreditor Agreement • March 9th, 2011 • Claires Stores Inc • Retail-apparel & accessory stores • New York
THIS INTERCREDITOR AGREEMENT is dated as of March 4, 2011, among (i) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a Credit Suisse, Cayman Islands Branch), in its capacity as Credit Agreement Agent, and each Other First Lien Obligations Agent from time to time party hereto, each in its capacity as First Lien Agent, (ii) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and collateral agent, and each collateral agent for any Future Second Lien Indebtedness from time to time party hereto, each in its capacity as Second Priority Agent, and (iii) CLAIRE’S INC., a Delaware corporation (“Holdings”), CLAIRE’S STORES, INC., a Florida corporation (the “Company”), and each Subsidiary of the Company listed on Schedule I hereto or that becomes a party hereto pursuant to Section 8.21 below.
SECOND LIEN TRADEMARK SECURITY AGREEMENTSecond Lien Trademark Security Agreement • March 9th, 2011 • Claires Stores Inc • Retail-apparel & accessory stores • New York
SECOND LIEN TRADEMARK SECURITY AGREEMENT (as amended, restated, supplemented, waived or otherwise modified from time to time) (this “Agreement”), dated as of March 4, 2011, between CBI Distributing Corp., a Delaware corporation (the “Grantor”), and The Bank of New York Mellon Trust Company, N.A., as collateral agent for the Indenture Secured Parties (as hereinafter defined) (in such capacity, the “Collateral Agent”).
ContractSupplemental Indenture • March 9th, 2011 • Claires Stores Inc • Retail-apparel & accessory stores
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.
COLLATERAL AGREEMENT dated and effective as of March 4, 2011, among CLAIRE’S STORES, INC., as Issuer, THE PLEDGORS PARTY HERETO, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral AgentCollateral Agreement • March 9th, 2011 • Claires Stores Inc • Retail-apparel & accessory stores • New York
COLLATERAL AGREEMENT dated and effective as of March 4, 2011 (this “Agreement”), among CLAIRE’S STORES, INC., a Florida corporation (the “Issuer”), each Subsidiary of the Company identified on Schedule I hereto (each such Subsidiary, together with the Issuer and any Subsidiary of the Company that becomes a party hereto pursuant to Section 5.16 hereof, the “Pledgors,” and each, a “Pledgor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Indenture Secured Parties (as defined below).
REGISTRATION RIGHTS AGREEMENT Dated as of March 4, 2011 by and among CLAIRE’S ESCROW CORPORATION CLAIRE’S STORES, INC. THE GUARANTORS LISTED ON SCHEDULE I HERETO and CREDIT SUISSE SECURITIES (USA) LLC GOLDMAN, SACHS & CO. MORGAN JOSEPH TRIARTISAN LLCRegistration Rights Agreement • March 9th, 2011 • Claires Stores Inc • Retail-apparel & accessory stores • New York
This Agreement is made pursuant to the Purchase Agreement, dated February 17, 2011, by and among the Escrow Issuer, the Company, the Guarantors, and the Representatives (the “Purchase Agreement”). In order to induce the initial purchasers named in Schedule A to the Purchase Agreement (the “Initial Purchasers”) to purchase the Notes, the Escrow Issuer, the Company, and the Guarantors have agreed to provide the registration rights set forth in this Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the indenture, to be dated as of the date hereof (the “Indenture”), by and between the Escrow Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (in such capacity, the “Trustee”) and Collateral Agent, relating to the Notes and the Exchange Notes (as defined below).
