SENIOR SECURED FIRST LIEN NOTES INDENTURE Dated as of March 15, 2013 Between CLAIRE’S STORES, INC., as the Issuer, THE GUARANTORS PARTY HERETO, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee and Collateral Agent 6.125% SENIOR SECURED...Intercreditor Agreement • March 19th, 2013 • Claires Stores Inc • Retail-apparel & accessory stores • New York
INDENTURE, dated as of March 15, 2013, between Claire’s Stores, Inc., a Florida corporation, as the Issuer (as defined below), the Guarantors (as defined below) party hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (as defined below) and Collateral Agent (as defined below).
Execution Version COLLATERAL AGREEMENT dated and effective as of March 15, 2013, 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 19th, 2013 • Claires Stores Inc • Retail-apparel & accessory stores • New York
COLLATERAL AGREEMENT dated and effective as of March 15, 2013 (this “Agreement”), among CLAIRE’S STORES, INC., a Florida corporation (the “Issuer”), each Subsidiary of the Issuer 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).
FIRST LIEN TRADEMARK SECURITY AGREEMENTFirst Lien Trademark Security Agreement • March 19th, 2013 • Claires Stores Inc • Retail-apparel & accessory stores • New York
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”).
JOINDER AGREEMENT NO. 2Joinder Agreement • March 19th, 2013 • Claires Stores Inc • Retail-apparel & accessory stores • New York
This Agreement is supplemental to that certain Intercreditor Agreement, dated as of March 4, 2011 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Credit Suisse AG, Cayman Islands Branch, as Credit Agreement Agent, The Bank of New York Mellon Trust Company, N.A., as Trustee and collateral agent, Holdings, the Company and certain subsidiaries of the Company. This Agreement has been entered into to record the accession of the New Agent as Other First Priority Lien Obligations Agent under the Intercreditor Agreement.
To: Each Collateral Agent under the First Lien Intercreditor Agreement (in each case, as such terms are defined below)Intercreditor Agreement • March 19th, 2013 • Claires Stores Inc • Retail-apparel & accessory stores
JOINDER NO. 1 (this “Joinder”) dated as of March 15, 2013, to the First Lien Intercreditor Agreement, dated as of March 2, 2012 (as amended or supplemented from time to time, the “First Lien Intercreditor Agreement”), among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Bank Collateral Agent for the Credit Agreement Secured Parties (in each case, as defined below), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Indenture Agent for the Indenture Secured Parties (in each case, as defined below), each Grantor party thereto and each Additional Agent (as defined below) from time to time party thereto for the Additional Secured Parties of the Series (as defined below) with respect to which it is acting in such capacity.
