EX-10.3



 Exhibit 10.3 
 FIRST LIEN TRADEMARK SECURITY AGREEMENT 
 FIRST LIEN TRADEMARK SECURITY
AGREEMENT (as amended, restated, supplemented, waived or otherwise modified from time to time) (this “Agreement”), dated as of March 2, 2012, 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 2, 2012 (as amended, restated, supplemented, waived or otherwise
modified from time to time, the “Notes 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 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 (in such capacity, the “Trustee”) and Collateral Agent, as supplemented by the Supplemental Indenture dated March 2, 2012 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 Notes
Obligations. 
 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 Notes Security Agreement. The rules of construction specified in Section 1.02 of the Notes 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 Notes Obligations, the Grantor, pursuant to the Notes 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 

  
 1 








 
or acquired, all registrations thereof (if any), and all registration and recording 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 l(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 l(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. Notes 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 Notes 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 Notes 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 Notes
Security Agreement, the terms of the Notes 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. 

  
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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




  
 [First
Lien Trademark Security Agreement] 









			
	 THE BANK OF NEW YORK MELLON
 TRUST COMPANY, N.A., as Collateral Agent

		
	By:	 	 /s/ Craig A. Kaye

		 	Name: Craig A. Kaye
		 	Title: Vice President



  
 [Trademark
Security Agreement] 








 Schedule 1 
 Trademark Registrations 
 Please see attached. 







 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	  	2,978,984	  	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
					
	 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
					
	SECRET SANTA CIRCLE	  	4,005,371	  	CBI Distributing Corp.	  	35	  	Registered