EX-10.2



 Exhibit 10.2 
 Execution Version 
 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 15, 2013, 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 15, 2013 (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 March 15, 2013, among the Issuer, the Guarantors party thereto
from time to time and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, 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 







 Execution Version 

 
 
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 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. 

  
 2 








 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


 [Signature Page to Trademark Security Agreement] 







 
					
	THE BANK OF NEW YORK MELLON
	TRUST COMPANY, N.A., as Collateral Agent
		
	By:	 	 /s/ Teresa Petta

		 	Name:	 	Teresa Petta
		 	Title:	 	Vice President


 [First Lien Trademark Security Agreement] 







 Schedule 1 
 Trademark Registrations 
 Please see attached. 







 TRADEMARK REGISTRATIONS 

 

									
	 Owner
	  	 Mark
	  	 Classes
	  	 Status
	  	 Reg. No./(Ser. No.)

					
	 CBI Distributing Corp.
	  	IT’S AT CLAIRE’S	  	35	  	Registered	  	3817929
					
	 CBI Distributing Corp.
	  	C Swirl Logo	  	3, 14, 16, 20, 26	  	Registered	  	3512546
	 CBI Distributing Corp.
	  	CLAIRE	  	28	  	Registered	  	2813344
	 CBI Distributing Corp.
	  	CLAIRE’S	  	14	  	Registered	  	1925359
	 CBI Distributing Corp.
	  	CLAIRE’S	  	3	  	Registered	  	3319826
	 CBI Distributing Corp.
	  	CLAIRE’S	  	9	  	Registered	  	2908857
	 CBI Distributing Corp.
	  	CLAIRE’S	  	16	  	Registered	  	2908859
	 CBI Distributing Corp.
	  	CLAIRE’S	  	11	  	Registered	  	2908858
	 CBI Distributing Corp.
	  	CLAIRE’S	  	25	  	Registered	  	1891172
	 CBI Distributing Corp.
	  	CLAIRE’S	  	42	  	Registered	  	1890335
	 CBI Distributing Corp.
	  	CLAIRE’S	  	20	  	Registered	  	2967212
	 CBI Distributing Corp.
	  	CLAIRE’S	  	35	  	Registered	  	2974652
	 CBI Distributing Corp.
	  	CLAIRE’S	  	5	  	Registered	  	1929317
	 CBI Distributing Corp.
	  	CLAIRE’S	  	16	  	Registered	  	2978984
	 CBI Distributing Corp.
	  	CLAIRE’S	  	35	  	Registered	  	3190839
	 CBI Distributing Corp.
	  	CLAIRE’S	  	21	  	Registered	  	3190840
	 CBI Distributing Corp.
	  	CLAIRE’S	  	24	  	Registered	  	2900024
	 CBI Distributing Corp.
	  	CLAIRE’S	  	14	  	Registered	  	2996103
	 CBI Distributing Corp.
	  	CLAIRE’S	  	25	  	Registered	  	2925470
	 CBI Distributing Corp.
	  	CLAIRE’S	  	26	  	Registered	  	2908861
	 CBI Distributing Corp.
	  	CLAIRE’S	  	3	  	Registered	  	2951866
	 CBI Distributing Corp.
	  	CLAIRE’S	  	21	  	Registered	  	2919171
	 CBI Distributing Corp.
	  	CLAIRE’S ACCESSORIES	  	42	  	Registered	  	1956047
	 CBI Distributing Corp.
	  	CLAIRE’S ACCESSORIES	  	42	  	Registered	  	1946557
	 CBI Distributing Corp.
	  	 CLAIRE’S
 ACCESSORIES and design
	  	35	  	Registered	  	2294937
	 CBI Distributing Corp.
	  	CLAIRE’S BOUTIQUES and design	  	42	  	Registered	  	1514045
					
	 CBI Distributing Corp.
	  	CLAIRE’S CLUB	  	35	  	Registered	  	3343775
					
	 CBI Distributing Corp.
	  	CLAIRE’S CLUB	  	25	  	Registered	  	2908868
					
	 CBI Distributing Corp.
	  	CLAIRE’S CLUB	  	14	  	Registered	  	2908865
					
	 CBI Distributing Corp.
	  	CLAIRE’S CLUB	  	26	  	Registered	  	2908191
					
	 CBI Distributing Corp.
	  	CLAIRE’S CLUB	  	20	  	Registered	  	2908867









									
	CBI Distributing Corp.	  	CLAIRE’S CLUB	  	3	  	Registered	  	2908862
					
	CBI Distributing Corp.	  	CLAIRE’S CLUB	  	18	  	Registered	  	2908866
					
	CBI Distributing Corp.	  	CLAIRE’S CLUB	  	9	  	Registered	  	2908863
					
	CBI Distributing Corp.	  	CLAIRE’S CLUB	  	21	  	Registered	  	2992613
					
	CBI Distributing Corp.	  	CLAIRE’S ETC.	  	42	  	Registered	  	2065959
					
	CBI Distributing Corp.	  	CLAIRE’S ETC.	  	42	  	Registered	  	2064149
					
	CBI Distributing Corp.	  	CLAIRE’S Logo	  	35	  	Registered	  	3602239
					
	CBI Distributing Corp.	  	CLAIRE’S Stylized with @ logo	  	35	  	Registered	  	2623039
					
	CBI Distributing Corp.	  	ICING	  	 3, 9, 14, 18, 20,

25, 26, 35
	  	Registered	  	3743653
					
	CBI Distributing Corp.	  	ICING BY CLAIRE’S	  	35	  	Registered	  	3050863
					
	CBI Distributing Corp.	  	ICING BY CLAIRE’S	  	14, 26	  	Registered	  	3475495
					
	CBI Distributing Corp.	  	SECRET SANTA CIRCLE	  	35	  	Registered	  	4005371
					
	CBI Distributing Corp.	  	SENSITIVE SOLUTIONS	  	14	  	Registered	  	1951435
					
	CBI Distributing Corp.	  	THE ICING	  	42	  	Registered	  	1466727
					
	CBI Distributing Corp.	  	THE ICING	  	35	  	Registered	  	3461876
					
	CBI Distributing Corp.	  	THE ICING ACCESSORIES and Design	  	35	  	Registered	  	2234841
	CBI Distributing Corp.	  	WHERE GETTING READY IS HALF THE FUN	  	35	  	Registered	  	2664513
	CBI Distributing Corp.	  	WHERE THROWING A PARTY IS ALL THE FUN	  	41	  	Registered	  	3136920









									
	CBI Distributing Corp.	  	CLAIRE’S GARDEN	  	4	  	Registered	  	2745298
					
	CBI Distributing Corp.	  	CLAIRE’S GARDEN FILLED WAX CANDLE & Design	  	21	  	Registered	  	2856777