exv10w3






Exhibit 10.3




EXECUTION COPY




SECOND LIEN TRADEMARK SECURITY AGREEMENT




          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”).




          Reference is made to (x) the Collateral Agreement dated March 4, 2011 (as amended, restated,
supplemented, waived or otherwise modified from time to time, the “Security Agreement”)
among Claire’s Stores, Inc., a Florida corporation (the “Issuer”), the other Pledgors (as
defined below) party thereto from time to time, and the Collateral Agent, and (y) the Indenture
dated as of March 4, 2011, among Claire’s Escrow Corporation, a Delaware corporation (“Claire’s
Escrow”), and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity,
the “Trustee”) and Collateral Agent, as supplemented by the Supplemental Indenture dated
March 4, 2011 among the Issuer, the Issuer’s Subsidiaries named therein and the Trustee and
Collateral Agent (such agreement, as amended, amended and restated, supplemented or otherwise
modified from time to time, the “Indenture”).




          The Issuer and each other Pledgor (including the Grantor) will receive substantial benefits
from the execution, delivery and performance of the obligations under the Indenture and the other
Noteholder Documents and each is, therefor, willing to enter into this Agreement. This Agreement
is given by the Grantor in favor of the Collateral Agent for the benefit of the Indenture Secured
Parties to secure the payment and performance of all of the Noteholder Claims (as hereinafter
defined).




          Accordingly the parties hereto agree as follows:




          SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein
shall have the meanings specified in the Security Agreement. The rules of construction specified
in Section 1.02 of the Security Agreement also apply to this Agreement.




          SECTION 2. Grant of Security Interest. As security for the payment or performance, as the
case may be, in full of the Noteholder Claims, the Grantor, pursuant to the Security Agreement, did
and hereby does grant to the Collateral Agent, its successors and assigns, for the benefit of the
Indenture Secured Parties, a security interest in, all right, title or interest in or to any and
all of the following assets and properties now owned or at any time hereafter acquired by the
Grantor or in which the Grantor now has or at any time in the future may acquire any right, title
or interest (collectively, the “Trademark Collateral”):





     (a) all trademarks, service marks, corporate names, company names, business names,
fictitious business names, trade styles, trade dress, logos, other source or business
identifiers, designs and general intangibles of like nature, now existing or hereafter
adopted or acquired, all registrations thereof (if any), and all registration and recording



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applications filed in connection therewith, including registrations and registration
applications in the United States Patent and Trademark Office or any similar offices in any
State of the United States or any other country or any political subdivision thereof (except
for “intent to use” applications for trademark or service mark registrations filed pursuant
to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege
Use or a Statement of Use under Sections 1(c) and 1(d) of the Lanham Act has been filed, to
the extent that, and solely during the period for which, any assignment of an “intent to
use” application prior to such filing would violate the Lanham Act), and all renewals
thereof, including those listed on Schedule I (the “Trademarks”);



          (b) all goodwill associated with or symbolized by the Trademarks;





     (c) all claims for, and rights to sue for, past or future infringements of any of the
foregoing; and




     (d) all income, royalties, damages and payments now or hereafter due and payable with
respect to any of the foregoing, including damages and payments for past or future
infringement thereof.



          SECTION 3. Security Agreement. The security interests granted to the Collateral Agent herein
are granted in furtherance, and not in limitation of, the security interests granted to the
Collateral Agent pursuant to the Security Agreement. The Grantor hereby acknowledges and affirms
that the rights and remedies of the Collateral Agent with respect to the Trademark Collateral are
more fully set forth in the Security Agreement, the terms and provisions of which, including
without limitation, all rights, privileges, protections, benefits, immunities and indemnities
provided the Collateral Agent, are hereby incorporated herein by reference as if fully set forth
herein. In the event of any conflict between the terms of this Agreement and the Security
Agreement, the terms of the Security Agreement shall govern.




          SECTION 4. Choice of Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.




          SECTION 5. Intercreditor Agreement Controls. Notwithstanding anything herein to the
contrary, (i) the liens and security interests granted to the Collateral Agent pursuant to this
Agreement are expressly subject and subordinate to the liens and security interests granted to
Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), as collateral
agent (and its permitted successors), for the benefit of the secured parties referred to below,
pursuant to the Guarantee and Collateral Agreement dated as of May 29, 2007 (as amended, amended
and restated, supplemented or otherwise modified from time to time), from the Issuer and the other
“Pledgors” referred to therein, in favor of Credit Suisse AG, Cayman Islands Branch (f/k/a Credit
Suisse, Cayman Islands Branch), as collateral agent for the benefit of the secured parties referred
to therein, and (ii) the exercise of any right or remedy by the Collateral Agent hereunder is
subject to the limitations and provisions of the Intercreditor Agreement dated as of March 4, 2011
(as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor
Agreement”), by and among Credit Suisse AG, Cayman Islands Branch, in




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its capacity as Credit Agreement Agent, The Bank of New York Mellon Trust Company, N.A., as
Trustee and Collateral Agent, Claire’s Inc., the Issuer and the Subsidiaries party thereto. In the
event of any conflict between the terms of the Intercreditor Agreement and the terms of this
agreement, the terms of the Intercreditor Agreement shall govern.








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          IN WITNESS WHEREOF, the Grantor and the Indenture Secured Parties have caused this Agreement
to be duly executed and delivered as of the date first written above.




	 	 	 	 	 
	 	CBI DISTRIBUTING CORP.

 	 
	 	By:  	/s/
J. Per Brodin	 
	 	 	Name:  	J. Per Brodin	 
	 	 	Title: Executive Vice President 

and Chief Financial
Officer
	 
	 



[Second Lien Trademark Security Agreement]



 









 





	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON 

TRUST COMPANY, N.A., as Collateral Agent

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



[Second Lien Trademark Security Agreement]



 









 






Schedule I




Trademark Registrations




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trademark	 	Reg. No.	 	Owner	 	Classes	 	Status
	...IT’S AT CLAIRE’S

	 	 	3,817,929	 	 	CBI Distributing Corp.
	 	 	35	 	 	Registered
	C Swirl

	 	 	3,512,546	 	 	CBI Distributing Corp.
	 	 	4, 14, 16, 20, 26	 	 	Registered
	CLAIRE

	 	 	2,813,344	 	 	CBI Distributing Corp.
	 	 	28	 	 	Registered
	CLAIRE’S

	 	 	2,908,860	 	 	CBI Distributing Corp.
	 	 	20	 	 	Registered
	CLAIRE’S

	 	 	2,978,984	 	 	CBI Distributing Corp.
	 	 	16	 	 	Registered
	CLAIRE’S

	 	 	2,967,212	 	 	CBI Distributing Corp.
	 	 	20	 	 	Registered
	CLAIRE’S

	 	 	2,908,861	 	 	CBI Distributing Corp.
	 	 	26	 	 	Registered
	CLAIRE’S

	 	 	3,190,840	 	 	CBI Distributing Corp.
	 	 	21	 	 	Registered
	CLAIRE’S

	 	 	3,190,839	 	 	CBI Distributing Corp.
	 	 	35	 	 	Registered
	CLAIRE’S

	 	 	2,925,470	 	 	CBI Distributing Corp.
	 	 	25	 	 	Registered
	CLAIRE’S

	 	 	1,891,172	 	 	CBI Distributing Corp.
	 	 	25	 	 	Registered
	CLAIRE’S

	 	 	2,919,171	 	 	CBI Distributing Corp.
	 	 	21	 	 	Registered
	CLAIRE’S

	 	 	2,951,866	 	 	CBI Distributing Corp.
	 	 	3	 	 	Registered
	CLAIRE’S

	 	 	2,908,858	 	 	CBI Distributing Corp.
	 	 	11	 	 	Registered
	CLAIRE’S

	 	 	2,908,859	 	 	CBI Distributing Corp.
	 	 	16	 	 	Registered
	CLAIRE’S

	 	 	2,996,103	 	 	CBI Distributing Corp.
	 	 	14	 	 	Registered
	CLAIRE’S

	 	 	2,908,857	 	 	CBI Distributing Corp.
	 	 	9	 	 	Registered
	CLAIRE’S

	 	 	2,900,024	 	 	CBI Distributing Corp.
	 	 	24	 	 	Registered
	CLAIRE’S

	 	 	2,974,652	 	 	CBI Distributing Corp.
	 	 	35	 	 	Registered
	CLAIRE’S

	 	 	1,890,335	 	 	CBI Distributing Corp.
	 	 	42	 	 	Registered
	CLAIRE’S

	 	 	1,925,359	 	 	CBI Distributing Corp.
	 	 	14	 	 	Registered
	CLAIRE’S

	 	 	3,319,826	 	 	CBI Distributing Corp.
	 	 	3	 	 	Registered
	CLAIRE’S

	 	 	1,929,317	 	 	CBI Distributing Corp.
	 	 	5	 	 	Registered
	CLAIRE’S ACCESSORIES

	 	 	1,946,557	 	 	CBI Distributing Corp.
	 	 	42	 	 	Registered
	CLAIRE’S ACCESSORIES

	 	 	1,956,047	 	 	CBI Distributing Corp.
	 	 	42	 	 	Registered
	CLAIRE’S ACCESSORIES & Design

	 	 	2,294,937	 	 	CBI Distributing Corp.
	 	 	35	 	 	Registered
	CLAIRE’S BOUTIQUES & Design

	 	 	1,514,045	 	 	CBI Distributing Corp.
	 	 	42	 	 	Registered
	CLAIRE’S CLUB

	 	 	2,908,867	 	 	CBI Distributing Corp.
	 	 	20	 	 	Registered
	CLAIRE’S CLUB

	 	 	2,908,191	 	 	CBI Distributing Corp.
	 	 	26	 	 	Registered
	CLAIRE’S CLUB

	 	 	2,908,868	 	 	CBI Distributing Corp.
	 	 	25	 	 	Registered
	CLAIRE’S CLUB

	 	 	2,908,863	 	 	CBI Distributing Corp.
	 	 	9	 	 	Registered
	CLAIRE’S CLUB

	 	 	2,908,862	 	 	CBI Distributing Corp.
	 	 	3	 	 	Registered
	CLAIRE’S CLUB

	 	 	3,343,775	 	 	CBI Distributing Corp.
	 	 	35	 	 	Registered
	CLAIRE’S CLUB

	 	 	2,908,866	 	 	CBI Distributing Corp.
	 	 	18	 	 	Registered
	CLAIRE’S CLUB

	 	 	2,908,865	 	 	CBI Distributing Corp.
	 	 	14	 	 	Registered
	CLAIRE’S CLUB

	 	 	2,992,613	 	 	CBI Distributing Corp.
	 	 	21	 	 	Registered
	CLAIRE’S CLUB

	 	 	2,908,864	 	 	CBI Distributing Corp.
	 	 	11	 	 	Registered
	CLAIRE’S ETC.

	 	 	2,064,149	 	 	CBI Distributing Corp.
	 	 	42	 	 	Registered






[Second Lien Trademark Security Agreement]



 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trademark	 	Reg. No.	 	Owner	 	Classes	 	Status
	CLAIRE’S ETC.

	 	 	2,065,959	 	 	CBI Distributing Corp.
	 	 	42	 	 	Registered
	CLAIRE’S (logo)

	 	 	3,602,239	 	 	CBI Distributing Corp.
	 	 	35	 	 	Registered
	CLAIRE’S (stylized)

	 	 	2,623,039	 	 	CBI Distributing Corp.
	 	 	35	 	 	Registered
	ICING

	 	 	3,743,653	 	 	CBI Distributing Corp.
	 	 	3, 9, 14, 18, 20, 25, 26, 35	 	 	Registered
	ICING BY CLAIRE’S

	 	 	3,050,863	 	 	CBI Distributing Corp.
	 	 	35	 	 	Registered
	ICING BY CLAIRE’S

	 	 	3,475,495	 	 	CBI Distributing Corp.
	 	 	14	 	 	Registered
	THE ICING

	 	 	3,461,876	 	 	CBI Distributing Corp.
	 	 	35	 	 	Registered
	THE ICING

	 	 	1,466,727	 	 	CBI Distributing Corp.
	 	 	35	 	 	Registered
	THE ICING

	 	 	2,762,642	 	 	CBI Distributing Corp.
	 	 	35	 	 	Registered
	THE ICING ACCESSORIES & Design

	 	 	2,234,841	 	 	CBI Distributing Corp.
	 	 	35	 	 	Registered
	SENSITIVE SOLUTIONS

	 	 	1,951,435	 	 	CBI Distributing Corp.
	 	 	14	 	 	Registered
	WHERE GETTING READY IS HALF THE FUN

	 	 	2,664,513	 	 	CBI Distributing Corp.
	 	 	35	 	 	Registered
	WHERE THROWING A PARTY IS ALL THE FUND

	 	 	3,136,920	 	 	CBI Distributing Corp.
	 	 	41	 	 	Registered
	BEE WHO YOU WANNA BE

	 	 	2,888,867	 	 	CBI Distributing Corp.
	 	 	35	 	 	Registered






[Second Lien Trademark Security Agreement]