EX-10.2



 Exhibit 10.2 

EXCHANGE AGREEMENT 

EXCHANGE AGREEMENT (this “Agreement”), dated as of May 4, 2016, among (i) CLAIRE’S STORES, INC., a Florida
corporation (the “Company”), (ii) the Guarantors named on the signature pages hereto (collectively, the “Guarantors”) and (iii) and the investor listed on Schedule 1 hereto (the
“Institutional Investor”). 
 W I T N E S S E T H :

 WHEREAS, there are outstanding $259.6 million aggregate principal amount of the Company’s 10.50% Senior Subordinated Notes due 2017,
guaranteed by the Guarantors (the “Existing Notes”); and 
 WHEREAS, the Institutional Investor beneficially owns
$18,779,000 aggregate principal amount of the Existing Notes as set forth on Schedule 1 hereto; and 
 WHEREAS, the Company and the
Institutional Investor desire to exchange (i) the Existing Notes held by the Institutional Investor for (ii) $18,779,000 aggregate principal amount of the Company’s newly issued 10.50% PIK Senior Subordinated Notes due 2017,
guaranteed by the Guarantors (the “New Notes”); and 
 WHEREAS, certain of the Institutional Investor’s affiliates are
concurrently exchanging $155,621,000 aggregate principal amount of Existing Notes for $155,621,000 aggregate principal amount of New Notes on substantially similar terms pursuant to a separate exchange agreement; and 

WHEREAS, the New Notes will be issued pursuant to an indenture to be dated as of May 4, 2016, between the Company, the Guarantors and The Bank
of New York Mellon Trust Company, N.A., as Trustee, substantially in the form annexed hereto as Exhibit A (the “New Indenture”); 

NOW THEREFORE, in consideration of the premises hereof and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows: 
  

	I.	EXCHANGE AND PURCHASE OF SECURITIES 

 1.1 Exchange of Securities. Simultaneously
with the execution of this Agreement (the “Closing Date”), subject to the terms and conditions hereof, the Institutional Investor shall sell, assign, transfer and deliver to the Company, and the Company shall purchase and acquire
from the Institutional Investor, the aggregate principal amount of the Existing Notes set forth opposite the name of the Institutional Investor on Schedule 1 hereto, in exchange for delivery by the Company to the Institutional Investor of New
Notes in the aggregate principal amount set forth opposite the name of the Institutional Investor on Schedule 1 hereto. 








	II.	CLOSING 

 2.1 Deliveries. On the Closing Date: 

(a) the Institutional Investor will cause to be transferred to the Company, or otherwise in accordance with the instructions of
the Company, the Existing Notes held by the Institutional Investor; and 
 (b) the Company shall issue and deliver in
accordance with the instructions of the Institutional Investor, the aggregate principal amount of New Notes to which the Institutional Investor is entitled. 
  

	III.	CERTAIN REPRESENTATIONS AND COVENANTS OF THE INSTITUTIONAL INVESTOR 

 3.1
Representations. The Institutional Investor represents to the Company that it is acquiring New Notes solely for its own account and not as a nominee or agent for any other person and not with a view to, or for sale in connection with, any
distribution thereof (within the meaning of the Securities Act of 1933, as amended (the “Securities Act”)), that would be in violation of the securities laws of the United States of America or any state thereof, without prejudice,
however, to such Institutional Investor’s right at all times to sell or otherwise dispose of any part of such New Notes in accordance with the terms thereof and applicable law. 

The Institutional Investor further represents to the Company that it: (i) is knowledgeable, sophisticated and experienced in business and
financial matters; (ii) is able to bear the economic risk of such person’s investment in the New Notes; (iii) is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act);
(iv) understands that the New Notes are being issued pursuant to an exemption from registration under the Securities Act and that subsequent transfers of the New Notes are subject to limitations under the Securities Act; and (v) has been
afforded access to information about the Company and its subsidiaries and their financial condition, results, operations, businesses, properties, management and prospects and the opportunity to ask such questions as it has deemed necessary of, and
receive answers from, representatives of the Company and its subsidiaries concerning the terms and conditions of, and the merits and risks of investing in, the New Notes. 

3.2 Ownership. The Institutional Investor represents that it has all requisite power and authority to enter into and perform all its
obligations under this Agreement and to carry out the transactions contemplated hereby and that it is the lawful beneficial owner of the Existing Notes set forth opposite its name on Schedule 1 hereto, free of all liens, claims and
encumbrances. 
 3.3 Authorization. The Institutional Investor represents that it has taken all actions necessary to authorize it to
enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby and thereby and that this Agreement is a valid and binding obligation of it, enforceable in accordance with its terms, except for the
effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the rights of creditors generally and limitations imposed by federal or state law or equitable principles upon the specific enforceability
of any of the remedies, covenants or other provisions thereof, and upon the availability of injunctive relief or other equitable remedies. 

  
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 3.4 No Conflicts. The Institutional Investor represents that neither the execution or
delivery of this Agreement, nor the consummation of the transactions contemplated hereby will: 
 (a) violate any provision
of its organizational documents; or 
 (b) violate any statute or law or any judgment, decree, order, regulation or rule of
any court or governmental authority to which it may be subject. 
  

	IV.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY 

 The Company and each Guarantor, jointly
and severally, represent and warrant to the Institutional Investor as follows: 
 4.1 Due Organization, etc. The Company and each
Guarantor are corporations or limited liability companies duly organized, validly existing and in good standing under the laws of their jurisdiction of incorporation or formation and have all requisite power and authority to own or lease and operate
their properties and carry on their business as now conducted. The Company and each Guarantor have all requisite power and authority to enter into and perform all their obligations under this Agreement, the New Indenture and the New Notes (the
“Transaction Documents”) and to carry out the transactions contemplated hereby and thereby. 
 4.2 Authorization.
The Company and each Guarantor have taken all actions necessary to authorize them to enter into and perform their obligations under the Transaction Documents and to consummate the transactions contemplated hereby and thereby. This Agreement is, and
the New Indenture and the New Notes will be, valid and binding obligations of the Company and each Guarantor, enforceable in accordance with their terms, except for the effect of bankruptcy, insolvency, reorganization, moratorium and other similar
laws relating to or affecting the rights of creditors generally and limitations imposed by federal or state law or equitable principles upon the specific enforceability of any of the remedies, covenants or other provisions thereof, and upon the
availability of injunctive relief or other equitable remedies. 
 4.3 No Conflicts. Neither the execution or delivery of the
Transaction Documents, nor the issuance and delivery of the New Notes, nor the consummation of the transactions contemplated hereby or thereby will: 

(a) violate any provision of the organizational documents of the Company or any of the Guarantors; 

(b) violate any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority to
which the Company or any Guarantor or any of their respective properties may be subject; or 
 (c) cause the acceleration of
the maturity of, violate, be in conflict with, constitute a default under, permit the termination of, require the consent of any person under or result in the creation of any lien upon any property of any of the Company or any Guarantor under any
agreement relating to indebtedness for borrowed money to which any of the Company or any Guarantor is a party or by which any thereof (or their respective properties) may be bound (i) other than required consents, all of which have been
obtained on or before the Closing Date, and (ii) other than as would not have a material adverse effect on the Company and its subsidiaries taken as a whole. 

  
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 4.4 Investment Representations. 

(a) None of the Company, any of its subsidiaries, or to the knowledge of the Company, any of its affiliates, or any person
acting on its behalf, has engaged in any form of “general solicitation” or “general advertising” (as those terms are used in Regulation D as promulgated under the Securities Act) or in any manner involving a public offering
within the meaning of Section 4(a)(2) of the Securities Act in connection with the exchange of the New Notes. 
 (b)
None of the Company, any of its subsidiaries, any of its affiliates, or any person acting on its behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that
would require registration of the exchange of the New Notes under the Securities Act, whether through integration with prior offerings or otherwise. 

(c) Assuming the accuracy of the representations and warranties made by the Institutional Investor set forth in Article III
hereto, it is not necessary in connection with the exchange and delivery of the New Notes in the manner contemplated by this Agreement to register the offer, issuance or sale of any of the New Notes under the Securities Act and such offer, issuance
or sale does not require the New Indenture to be qualified under the Trust Indenture Act of 1939, as amended. 
  

	V.	COVENANTS OF THE COMPANY 

 5.1 Furnishing of Information. At any time when the
Company is not subject to Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, the Company will promptly furnish or cause to be furnished upon request to the Institutional Investor and prospective purchasers of the New
Notes, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the New Notes pursuant to Rule 144A(d)(4) (or any successor provision thereto) to the extent necessary to permit
compliance with Rule 144A in connection with resales by such holders of the New Notes unless already on file via the Securities and Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”). The Company
will pay the expenses of printing and distributing to the Institutional Investor all such documents. 
  

	VI.	MISCELLANEOUS 

 6.1 Notices. All notices and communications provided for herein
shall be in writing and shall be delivered personally against written receipt or sent by registered or certified mail, return receipt requested, postage prepaid, to the person to whom it is directed, and shall be deemed given when received. Notices
shall be directed: 
 (a) if to the Company or a Guarantor, to such person at: 

Claire’s Stores, Inc. 

  
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 2400 West Central Road 

Hoffman Estates, IL 60192 

Attention: Chief Financial Officer 

(b) if to the Institutional Investor, to the address set forth on Schedule 1 hereto; 

or at such other address as a party shall have specified by notice in writing, in the case of the Company or the Guarantors, to the Institutional Investor,
and in the case of the Institutional Investor, to the Company and the Guarantors. 
 6.2 Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York without regard to any conflict of law principles that might require the application of the laws of another jurisdiction. 

6.3 Amendments, etc. This Agreement may not be modified or amended, and no provision hereof may be waived, except by an instrument in
writing signed by the parties hereto to be charged. 
 6.4 Assignments. The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns. 
 6.5 Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 

[Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties have executed this agreement 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.

as Guarantor

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

		 	Title:	 	 Executive Vice President and
Chief Financial Officer

	
	 CBI DISTRIBUTING CORP.

as Guarantor

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

		 	Title:	 	 Executive Vice President and
Chief Financial Officer

	
	 CLAIRE’S BOUTIQUES, INC.

as Guarantor

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

		 	Title:	 	 Executive Vice President and
Chief Financial Officer

	
	 CLAIRE’S CANADA CORP.

as Guarantor

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

		 	Title:	 	 Executive Vice President and
Chief Financial Officer




  
 [Signature Page to
Exchange Agreement] 








  

					
	 CLAIRE’S PUERTO RICO CORP.

	 as Guarantor

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

		 	Title:	 	 Executive Vice President and
Chief Financial Officer

	
	 CSI CANADA LLC

as Guarantor

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

		 	Title:	 	Manager



  
 [Signature Page to
Exchange Agreement] 








 
			
	APOLLO INVESTMENT FUND VI, L.P.
		
	By: 	 	 Apollo Advisors VI, L.P.,
 its general
partner

		
	By:	 	 Apollo Capital Management VI, LLC,
 its general
partner

		
	By:	 	/s/ Laurie D. Medley
		 	 Name: Laurie D. Medley
 Title: Vice
President




  
 [Signature Page to
Exchange Agreement] 








 Schedule 1 
  

					
	 Institutional Investor
	  	Existing Notes	  	New Notes
	(Name and Address)	  	 	  	 
	 Apollo Investment Fund VI, L.P.
 c/o Apollo
Management VI, L.P.
 9 West 57th Street
 New York, NY
10019
	  	$18,779,000.00	  	$18,779,000.00








 Exhibit A 

Form of New Indenture