Amendment to Restructuring Support Agreement

Exhibit 10.1

EXECUTION VERSION

FIRST AMENDED RESTRUCTURING SUPPORT AGREEMENT

This First Amended Restructuring Support Agreement dated as of March 19, 2018 (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), as amended as of July 7, 2018, is among: (i) Claire’s Inc. (“Claire’s”) and each of its direct and indirect wholly-owned domestic subsidiaries identified on the signature pages attached hereto (collectively, the “Company”), (ii) Apollo Management Holdings, L.P., as manager and/or investment advisor of funds that are the owners and/or beneficial holders of interests in and claims against the Company (together with its affiliates, the “Sponsor”), and (iii) each of the undersigned creditors party hereto from time to time (including Transferees and Joining Parties, collectively the “Consenting Creditors,” and together with the Sponsor and the Company, each a “Party” and, collectively, the “Parties”). All capitalized terms not defined herein shall have the meanings ascribed to them in the restructuring term sheet attached hereto as Exhibit A (including exhibits attached thereto, the “Restructuring Term Sheet”), which Restructuring Term Sheet is expressly incorporated by reference herein and made a part of this Agreement as if fully set forth herein.

RECITALS:

WHEREAS, before the date hereof, the Parties and their representatives have engaged in arm’s-length, good-faith negotiations regarding a restructuring of the existing debt and other obligations of the Company on the terms and conditions set forth in this Agreement (the “Restructuring”);

WHEREAS, the Parties have agreed to take certain actions in support of the Restructuring on the terms and conditions set forth in this Agreement and the Restructuring Term Sheet (which Restructuring Term Sheet is expressly incorporated by reference herein and made a part of this Agreement as if fully set forth herein); and

WHEREAS, the Company will be implementing the Restructuring through a pre-negotiated joint chapter 11 plan of reorganization and certain other transactions as set forth herein and in the Restructuring Term Sheet.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which each of the Parties hereby acknowledges, each Party, intending to be legally bound hereby, agrees as follows:

1. DEFINITIONS; RULES OF CONSTRUCTION.

(a) Definitions. The following terms shall have the following definitions:

“Ad Hoc First Lien Group” means that certain ad hoc group of holders of First Lien Claims, each in their capacities as such, represented by Willkie Farr & Gallagher LLP and Millstein & Co.

“Agreement” has the meaning set forth in the preamble hereof, and includes, for the avoidance of doubt, the Restructuring Term Sheet and all exhibits thereto.

“Agreement Effective Date” means: (i) with respect to the Consenting Creditors, the first day on which each of the conditions set forth at Section 37(a) have been satisfied, and (ii) with respect to the Company, the first day on which each of the conditions set forth at Section 37(b) have been satisfied.

“Alternative Proposal” means any plan of reorganization or liquidation, proposal, term sheet, offer, transaction, dissolution, winding up, liquidation, reorganization, refinancing, recapitalization, restructuring, merger, consolidation, business combination, joint venture, partnership, sale of material assets or equity involving the majority of the Company’s or one or more of its controlled subsidiaries’ equity, assets or liabilities, other than the Restructuring.

“Backstop Parties” means the Initial Consenting Creditors and Sponsor.

“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532.

“Bankruptcy Court” means the United States Bankruptcy Court for the District of Delaware, administering the Chapter 11 Cases.

“Breakup Fee” has the meaning set forth in Section 5(b) hereof.

“Business Day” means any day other than Saturday, Sunday, and any day that is a legal holiday or a day on which banking institutions in New York, New York are authorized by law or other governmental action to close.

“Chapter 11 Cases” means the voluntary chapter 11 cases filed by the Debtors.

“Claim” means any claim as that term is defined by section 101(5) of the Bankruptcy Code.

“Claire’s” has the meaning set forth in the preamble hereof.

“Claire’s 2019 1L Notes” means the notes issued pursuant to the Claire’s 2019 1L Notes Indenture.

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“Claire’s 2019 1L Notes Indenture” means that certain Senior Secured First Lien Notes Indenture, dated as of February 28, 2012, between Claire’s Escrow II Corporation, and the Bank of New York Mellon Trust Company, N.A., as Trustee and Collateral Agent, as amended, modified, or supplemented from time to time.

“Claire’s 2020 1L Notes” means the notes issued pursuant to the Claire’s 2020 1L Notes Indenture.

“Claire’s 2020 1L Notes Indenture” means that certain Senior Secured First Lien Notes Indenture, dated as of March 15, 2013, between Claire’s Stores, Inc. as the issuer, and the Bank of New York Mellon Trust Company, N.A., as Trustee and Collateral Agent, as amended, modified, or supplemented from time to time.

“CLSIP Forbearance Agreement” shall have the meaning set forth in the Restructuring Term Sheet.

“Company” has the meaning set forth in the preamble hereof.

“Company Termination Event” has the meaning set forth in Section 11 hereof.

“Confidential Claims Information” has the meaning set forth in Section 4(a)(viii) hereof.

“Confirmation Order” means an order entered by the Bankruptcy Court confirming the Plan and approving assumption of the New Money Backstop Commitment Agreement that is consistent with this Agreement and otherwise reasonably acceptable in form and substance to the Company and the Requisite Consenting Creditors (as evidenced by their written approval).

“Consenting Creditors” has the meaning set forth in the preamble hereof.

“Creditor Termination Event” has the meaning set forth in Section 8 hereof.

“Debtors” means those Company entities identified on Schedule A to the Restructuring Term Sheet.

“Definitive Documentation” means the (i) Plan, (ii) Confirmation Order, (iii) Disclosure Statement, (iv) Disclosure Statement Order, (v) any intercompany financing agreements (vi) the CLSIP Forbearance Agreement; (vii) New First Lien Term Loan, (viii) New ABL Revolver, (ix) New Money Backstop Commitment Agreement, (x) Shareholders Agreement, (xi) Plan Supplement, (xii) Organizational Documents, (xiii) any court filings filed by the Debtors in the Chapter 11 Cases to implement the foregoing, and (xiv) any other documents or exhibits related to or contemplated in the foregoing clause (i) – (xiv), each of which shall be consistent with this Agreement and otherwise reasonably acceptable in form and substance to the Company and the Requisite Consenting Creditors (as evidenced by their written approval).

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“DIP Financing” means the DIP Facilities, the DIP Term Sheet and any subsequent debtor-in-possession financing to which the Requisite Consenting Creditors consent.

“DIP Orders” means the orders entered by the Bankruptcy Court approving the DIP Financing on an interim and final basis.

“Disclosure Statement” means the Company’s disclosure statement, including any exhibits, appendices, related documents, ballots, and procedures related to the solicitation of votes to accept or reject the Plan, in each case, as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, that is consistent with this Agreement and otherwise reasonably acceptable in form and substance to the Company and the Requisite Consenting Creditors (as evidenced by their written approval).

“Disclosure Statement Order” means an order entered by the Bankruptcy Court approving the Disclosure Statement and solicitation materials as containing, among other things, “adequate information” as required by sections 1125 and 1126(b) of the Bankruptcy Code that is consistent with this Agreement and otherwise reasonably acceptable in form and substance to the Company and the Requisite Consenting Creditors (as evidenced by their written approval).

“Effective Date” means the date upon which all conditions precedent to the effectiveness of the Plan have been satisfied or are expressly waived in accordance with the terms thereof, as the case may be, and on which the Restructuring and the other transactions to occur on the effective date pursuant to the Plan become effective or are consummated.

“Eligible Institution” means (a) a commercial bank (i) organized under the laws of the United States of America, any state thereof, or the District of Columbia, or that is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof, or the District of Columbia, and is a member of the Federal Reserve System or (ii) organized under the laws of any other country that is a member of the Organization for Economic Cooperation and Development, or a political subdivision of any such country, provided that such bank is acting through a branch or agency located in the United States or (b) any other lender that does not hold any Claims against or Interests in the Company and specializes in providing asset-based or cash flow revolving financing to variety of customers as part of its main business and that is (i) organized under the laws of the United States of America, any state thereof or the District of Columbia or (ii) organized under the laws of any other country that is a member of the Organization for Economic Cooperation and Development, or a political subdivision of any such country, provided that such institution is acting through a branch or agency located in the United States.

“Executory Contracts and Leases Information” has the meaning set forth in Section 4(a)(v) hereof.

“Existing ABL Revolver” means that certain ABL Credit Agreement, dated as of September 20, 2016, between Claire’s Stores, Inc. as borrower, and Credit Suisse AG as Administrative Agent, as amended, modified, or supplemented from time to time.

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“Existing RCF” means that certain Second Amended and Restated Credit Agreement, dated as of September 20, 2016, between Claire’s Stores, Inc. as borrower, and Credit Suisse AG as Administrative Agent, as amended, modified, or supplemented from time to time.

“Fee Letters” means (i) that certain letter agreement dated as of January 12, 2018 among Millstein & Co., Willkie Farr & Gallagher, LLP, Claire’s Stores, Inc. and certain Initial Consenting Creditors; and (ii) that certain letter agreement dated January 16, 2018 among Willkie Farr & Gallagher LLP to Claire’s Stores, Inc.

“First Lien Claims” means all Claims arising under the First Lien Term Loan Credit Agreement, the Claire’s 2019 1L Notes Indenture, the Claire’s 2020 1L Notes Indenture, and the term loans and notes issued pursuant to the foregoing instruments.

“First Lien Debt” means all indebtedness arising under the First Lien Term Loan Credit Agreement, the Claire’s 2019 1L Notes Indenture, the Claire’s 2020 1L Notes Indenture, and the term loans and notes issued pursuant to the foregoing instruments.

“First Lien Fees and Expenses” means the reasonable and documented fees and expenses of (i) the Initial Consenting Creditors (other than professional fees and expenses) incurred in connection with the negotiation and implementation of the Restructuring; (ii) Paul, Weiss, Rifkind, Wharton & Garrison LLP as advisor to the Sponsor in its capacity as holder of certain First Lien Claims; and (iii) the First Lien Professionals incurred in their representation of holders of First Lien Claims in such capacity, from January 12, 2018 through and including the later of either (x) the termination of the applicable fee period in each Fee Letter and (y) the Effective Date; provided that documentation with respect to First Lien Fees and Expenses shall be summary in nature and shall be redacted to preserve attorney-client privilege.

“First Lien Professionals” means (i) Willkie Farr & Gallagher LLP, Morris Nichols, Arsht & Tunnell LLP, as local counsel, and Millstein & Co., each in their capacities as advisors to the Ad Hoc First Lien Group, (ii) an executive compensation consultant and (iii) such other legal, consulting, financial, and/or other professional advisors as may be retained from time to time by the Ad Hoc First Lien Group with the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

“First Lien Term Loan” means the Senior Secured First Lien Term Loan due 2021 issued under the First Lien Term Loan Credit Agreement.

“First Lien Term Loan Credit Agreement” means the $40,000,000 Term Loan Credit Agreement dated as of September 20, 2016, among Claire’s Stores, Inc. as borrower, and Wilmington Trust, National Association as Administrative Agent and Collateral Agent, as amended, modified, or supplemented from time to time.

“Gibraltar Amendment” has the meaning set forth in Section 4(a)(xiii) hereof.

“Initial Consenting Creditors” means, collectively, Diameter Capital Partners LP, Elliott Management Corporation, Monarch Alternative Capital LP, The Cincinnati High Yield Desk of J.P. Morgan Investment Management Inc., The Indianapolis High Yield Desk of J.P. Morgan Investment Management Inc., and Venor Capital Management LP.

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“Interest” means any equity security or other rights, options, warrants, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable or exchangeable securities or other agreements, arrangements or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in the Company.

“Joinder” has the meaning set forth in Section 36 hereof.

“Joining Party” has the meaning set forth in Section 36 hereof.

“Marketing Procedures Order” means the Order Granting in Part Motion of Oaktree Capital Management for Entry of an Order Pursuant to Sections 105, 363 and 1107 of the Bankruptcy Code Directing the Debtors to Modify Their Marketing Process [Docket No. 543], entered by the Bankruptcy Court on June 22, 2018.

“Material Adverse Change” means any event, change, effect, occurrence, development, circumstance or change of fact occurring after the date hereof that, individually or in the aggregate, has, had, or would reasonably be expected to have a material adverse effect on the business, results or operations, financial condition, assets, or liabilities of the Company and its subsidiaries, taken as a whole; provided that “Material Adverse Change” shall not include any event, effect, occurrence, development, circumstance, or change of fact occurring after the date hereof and arising out of or resulting from (i) conditions or effects that generally affect persons or entities engaged in the industries or markets in which the Company or its subsidiaries operate, (ii) general economic conditions in the United States or Europe, (iii) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States or its territories, possessions, diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (iv) financial, banking, securities, credit, or commodities markets, prevailing interest rates or general capital markets conditions in the United States, Europe, or globally, (v) changes in United States generally accepted accounting principles, (vi) changes in laws, rules, regulations, orders, or other binding directives issued by any governmental entity, or (vii) the taking of any action or any inaction required by this Agreement or the Restructuring, including the commencement of the Chapter 11 Cases and prosecution of the Plan.

“Milestones” means those milestones set forth in the Restructuring Term Sheet; provided that (i) the milestone to obtain entry of the Disclosure Statement Order shall be as soon as reasonably practicable after the Petition Date (but in no event later than July 20, 2018), and (ii) the milestone to cause the Effective Date to occur shall be as soon as reasonably practicable after the Petition Date (but in no event later than the earlier of (a) fifteen (15) calendar days after the entry of the confirmation order and (b) September 30, 2018).

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“New Money Backstop Commitment Agreement” shall have the meaning set forth in the Restructuring Term Sheet.    

“Organizational Documents” means the certificate or articles of incorporation and bylaws, certificate of formation and partnership or operating agreement (as applicable), and any similar documents thereto as may be applicable under applicable law for the reorganized Company.

“Participating Claims” has the meaning set forth in Section 13(a) hereof.

“Parties” has the meaning set forth in the preamble hereof.

“Payout Event” means a chapter 11 plan, other than the Plan, providing for the (i) the indefeasible payment in full in cash, including any accrued but unpaid interest (including postpetition interest at the default contract rate), of: (A) all of the First Lien Claims and (B) all Claims arising under (I) the DIP Financing, (II) the CLSIP Loan, (III) the Gibraltar 2019 Term Loan, (IV) the Gibraltar 2021 Term Loan, and (V) the Gibraltar Intermediate Secured Term Loan; and (ii) treatment of all other Claims against the Company on terms that are no less favorable than as provided in the Restructuring Term Sheet

“Payout Event Proposal” means a good faith proposal, offer, or indication of interest from a Payout Event Sponsor to fund a transaction that contemplates a Payout Event on or prior to November 30, 2018.

“Payout Event Sponsor” means a Person that the Company’s board of directors believes in good faith has expressed, or that may express, a legitimate interest in, and has the financial ability to consummate, a Payout Event.

“Person” means an individual, a partnership, a joint venture, a limited liability company, a corporation, a trust, an unincorporated organization, a group or any legal entity or association.

“Petition Date” means the date on which the Debtors filed voluntary petitions under chapter 11 of the Bankruptcy Code.

“Plan” means the chapter 11 plan of reorganization for the Debtors annexed hereto as Exhibit B, as it may be amended, restated, or supplemented, in accordance with the terms thereof and consistent with this Agreement and the Restructuring Term Sheet.

“Plan Supplement” means the supplement to the Plan in the Chapter 11 Cases, that includes the necessary documentation to effect the Plan and shall be filed before confirmation of the Plan, in form and substance consistent with this Agreement and otherwise reasonably acceptable to the Requisite Consenting Creditors and the Company (as evidenced by their written approval).

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“Qualified Marketmaker” means an entity that (i) holds itself out to the market as standing ready in the ordinary course of business to purchase from and sell to customers Claims, or enter with customers into long and/or short positions in Claims, in its capacity as a dealer or market maker in such Claims, and (ii) is in fact regularly in the business of making a market in claims, interests and/or securities of issuers or borrowers. For the avoidance of doubt, it is acknowledged and agreed that no Initial Consenting Creditor is a Qualified Marketmaker.

“Qualified Marketmaker Joinder Date” has the meaning set forth in Section 13(d) hereof.

“Requisite Consenting Creditors” means, as of any time of determination, the Initial Consenting Creditors holding greater than 66 2/3% of the aggregate amount of all First Lien Claims held at such time by all of the Initial Consenting Creditors.

“Restructuring” has the meaning set forth in the recitals hereof.

“Restructuring Support Period” means the period commencing on the Agreement Effective Date, and ending on the earlier of (i) the date on which this Agreement is terminated with respect to all Parties, and (ii) the Effective Date.

“Restructuring Term Sheet” has the meaning set forth in the recitals hereof.

“Securities Act” has the meaning set forth in Section 7(c) hereof.

“Security Interest” has the meaning set forth in Section 7(b) hereof.

“Sponsor Termination Event” has the meaning set forth in Section 9 hereof.

“Termination Event” means a Creditor Termination Event or a Company Termination Event.

“Transfer” has the meaning set forth in Section 13(a) hereto.

(b) Rules of Construction. Each reference in this Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to this Agreement, including, for the avoidance of doubt, the Restructuring Term Sheet and all exhibits thereto. Additionally, for all references to written notices or other writings described herein, email to the parties set forth in Section 26 shall be sufficient.

(c) Sponsor. For the avoidance of doubt, each reference in this Agreement to the “Sponsor” shall not include any employee or member of Apollo Management Holdings, L.P. and/or its affiliates in such employee’s or member’s capacity as a member of the Company’s board of directors.

2. COMMITMENT OF THE CONSENTING CREDITORS.

(a) Affirmative Covenants. Subject to the terms and conditions hereof, for the duration of the Restructuring Support Period, each Consenting Creditor shall:

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(i) use commercially reasonable efforts to support and complete the Restructuring and all transactions contemplated under this Agreement, in accordance with the Milestones;

(ii) (A) negotiate in good faith the Definitive Documentation and (B) exercise any and all necessary and appropriate rights, and execute and deliver any and all necessary and appropriate documentation, including any direction letters, in each case, in its capacity as a holder of Claims in furtherance of the Restructuring and the Definitive Documentation;

(iii) timely vote (when solicited to do so in accordance with this Agreement after receipt of a Disclosure Statement approved by the Bankruptcy Court and by the applicable deadline for doing so) all of its Participating Claims to accept the Plan and not to change or withdraw such vote prior to the voting deadline to accept or reject the Plan; provided that such vote shall be deemed revoked and void ab initio at any time following termination of this Agreement;

(iv) use its commercially reasonable efforts to consent to those actions contemplated by this Agreement or otherwise required to be taken to effectuate the Restructuring, including entering into all documents and agreements necessary to consummate the Restructuring;

(v) use its commercially reasonable efforts to promptly notify the Company, in writing, of any material governmental or third-party complaints, litigations, investigations, or hearings (or written communications indicating that the same may be contemplated or threatened) with respect to the Restructuring; provided that no such notice need by given if, in the opinion of counsel, giving such notice is not permitted pursuant to such proceedings;

(vi) upon request by the Company and/or their advisors, use its commercially reasonable efforts to promptly provide, through the First Lien Professionals, the Company or the Company’s advisors the aggregate principal amount of all Claims held by such Consenting Creditor against the Company and its subsidiaries or affiliates, on an issuance-by-issuance basis as of the date of such request;

(vii) to the extent applicable, (A) not opt-out of any third party release contemplated by the Plan and/or (B) opt-in to any third party release contemplated by the Plan; and

(viii) for any Initial Consenting Creditor that is also a CLSIP Creditor, use its commercially reasonable efforts to enter into the CLSIP Forbearance Agreement.

(b) Negative Covenants. Subject to the terms and conditions hereof, for the duration of the Restructuring Support Period, each Consenting Creditor shall not:

(i) object to, or vote any of such Participating Claims to reject, the Plan;

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(ii) direct the administrative agents under the Existing ABL Revolver, the Existing RCF, and the First Lien Term Loan, and the trustees under the Claire’s 2019 1L Notes Indenture and the Claire’s 2020 1L Notes Indenture or any other individual, a partnership, a joint venture, a limited liability company, a corporation, a trust, an unincorporated organization, a group, a governmental or regulatory authority, or any legal entity or other Person to exercise any right or remedy for the enforcement, collection, or recovery of any Participating Claims against, or Interests in, the Company, its subsidiaries, or affiliates;

(iii) negotiate, enter into, consummate or otherwise participate in any Alternative Proposal or take any other action, including, but not limited to, initiating any legal proceeding or enforcing rights as holders of Claims, that is inconsistent with, or that would reasonably be expected to prevent or materially delay consummation of, the Restructuring;

(iv) enter into any other restructuring support or similar agreement (including any settlement agreement) with respect to the Restructuring with any material creditor, equity holder, ad hoc group, or statutory committee that would be inconsistent with such Consenting Creditors’ obligations under this Agreement, in each case without the consent of the Company (such consent not to be unreasonably withheld);

(v) directly or indirectly, take any actions, or fail to take any actions, where such taking or failing to take actions would be, in either case, (A) inconsistent with this Agreement or the Definitive Documentation or (B) otherwise inconsistent with, or reasonably expected to prevent, interfere with, delay or impede the implementation or consummation of, the Restructuring;

(vi) directly or indirectly, acquire, beneficially own, or control (whether through syndications, assignments, participations, or otherwise) any DIP ABL Revolving Loans or DIP ABL Revolving Commitments (each as defined in the DIP Term Sheet); or

(vii) directly or indirectly, encourage any entity to undertake any action prohibited by this Section 2(b).

Subject in all respects to applicable intercreditor agreements among the parties thereto, nothing in this Agreement shall prohibit any Consenting Creditor from (x) appearing as a party-in-interest in any matter arising in the Chapter 11 Cases, (y) taking or directing any action to be taken relating to maintenance, protection, or preservation of any collateral or defending its claims and interests, and (z) enforcing any right, remedy, condition, consent, or approval requirement under this Agreement or any Definitive Documentation entered into in connection with the Restructuring; provided that, in each case, any such action is not materially inconsistent with such Consenting Creditor’s obligations hereunder.

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3. COMMITMENT OF THE SPONSOR.

(a) Affirmative Covenants. Subject to the terms and conditions hereof, for the duration of the Restructuring Support Period, the Sponsor shall:

(i) use commercially reasonable efforts to support and complete the Restructuring and all transactions contemplated under this Agreement, in accordance with the Milestones;

(ii) (A) negotiate in good faith the Definitive Documentation and (B) exercise any and all necessary and appropriate rights, and execute and deliver any and all necessary and appropriate documentation, including any direction letters, in each case, in its capacity as a holder of Claims in furtherance of the Restructuring and the Definitive Documentation;

(iii) timely vote (to the extent solicited to do so in accordance with this Agreement after receipt of a Disclosure Statement approved by the Bankruptcy Court and by the applicable deadline for doing so) all of its Participating Claims and Interests to accept the Plan and not to change or withdraw such vote prior to the voting deadline to accept or reject the Plan; provided that such vote shall be deemed revoked and void ab initio at any time following termination of this Agreement;

(iv) use commercially reasonable efforts to consent to those actions contemplated by this Agreement or otherwise required to be taken to effectuate the Restructuring, including entering into all documents and agreements necessary to consummate the Restructuring;

(v) use commercially reasonable efforts to promptly notify the Company and the Ad Hoc First Lien Group, in writing, of any material governmental or third-party complaints, litigations, investigations, or hearings (or written communications indicating that the same may be contemplated or threatened) with respect to the Restructuring; provided that no such notice need be given if, in the opinion of counsel, giving such notice is not permitted pursuant to such proceedings;

(vi) upon request by the Company, the Ad Hoc First Lien Group and/or their respective advisors, use its commercially reasonable efforts to promptly provide the aggregate principal amount of all Claims held by the Sponsor against the Company and its subsidiaries or affiliates, on an issuance-by-issuance basis as of the date of such request;

(vii) to the extent applicable, (A) not opt-out of any third party release contemplated by the Plan and/or (B) opt-in to any third party release contemplated by the Plan; and

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(viii) use commercially reasonably efforts to promptly notify or update the Company and the Ad Hoc First Lien Group upon becoming aware (A) of a breach by one or more Party of its obligations under this Agreement, (B) that a Termination Event has occurred, and (C) of any developments or any case or controversy that has been commenced or may be commenced against the Company or any of the Consenting Creditors that would reasonably be expected to impede or prevent consummation of the Restructuring; provided that, for the avoidance of doubt, none of the obligations in this paragraph (ix) shall apply to any information learned by an employee or member of the Sponsor in his or her capacity as a member of the Company’s board of directors.

(b) Negative Covenants. Subject to the terms and conditions hereof, for the duration of the Restructuring Support Period, the Sponsor shall not:

(i) object to, or vote any of such Claims to reject, the Plan;

(ii) vote any of its Claims in favor of or support, directly or indirectly, any Alternative Proposal;

(iii) publicly announce its intention not to pursue the Restructuring or file any pleading with the Bankruptcy Court inconsistent with this Agreement;

(iv) direct any other individual, a partnership, a joint venture, a limited liability company, a corporation, a trust, an unincorporated organization, a group, a governmental or regulatory authority, or any legal entity or other Person to exercise any right or remedy for the enforcement, collection, or recovery of any Claims against, or Interests in, the Company, its subsidiaries, or affiliates;

(v) negotiate, enter into, consummate, or assist in the submission or development of or otherwise participate in any Alternative Proposal or take any other action, including, but not limited to, initiating any legal proceeding or enforcing rights as holders of Claims or Interests, that is inconsistent with, or that would reasonably be expected to prevent or materially delay consummation of, the Restructuring; for the avoidance of doubt, in no event shall the Sponsor take any action to solicit, initiate, encourage, or assist the submission or development of any Payout Event Proposal;

(vi) enter into any other restructuring support or similar agreement (including any settlement agreement) with respect to the Restructuring with any material creditor, equity holder, ad hoc group, or statutory committee that would be inconsistent with Sponsor’s obligations under this Agreement, in each case without the consent of the Company and the Requisite Consenting Creditors (such consent not to be unreasonably withheld);

(vii) directly or indirectly, take any actions, or fail to take any actions, where such taking or failing to take actions would be, in either case, (A) inconsistent with this Agreement or the Definitive Documentation or (B) otherwise inconsistent with, or reasonably expected to prevent, interfere with, delay or impede the implementation or consummation of, the Restructuring;

(viii) solicit, initiate, encourage, assist the submission or development of, or negotiate any financing for the Debtors that is not the DIP Financing; or

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(ix) directly or indirectly, encourage any entity to undertake any action prohibited by this Section 3(b).

Subject in all respects to applicable intercreditor agreements among the parties thereto, nothing in this Agreement shall prohibit the Sponsor from (x) appearing as a party-in-interest in any matter arising in the Chapter 11 Cases, (y) taking or directing any action to be taken relating to maintenance, protection, or preservation of any collateral or defending its claims and interests, and (z) enforcing any right, remedy, condition, consent, or approval requirement under this Agreement or any Definitive Documentation entered into in connection with the Restructuring; provided that, in each case, any such action is not materially inconsistent with the Sponsor’s obligations hereunder.

4. COVENANTS OF THE COMPANY.

(a) Affirmative Covenants of the Company. Subject to the terms and conditions hereof, for the duration of the Restructuring Support Period, the Company shall:

(i) use commercially reasonable efforts to support and complete the Restructuring and all transactions contemplated under this Agreement, in accordance with the Milestones, including commencing the Chapter 11 Cases;

(ii) negotiate in good faith the Definitive Documentation;

(iii) use commercially reasonable efforts to obtain any and all required governmental, regulatory, licensing, Bankruptcy Court, or other approvals (including, without limitation, any necessary third-party consents) necessary to implement and/or consummate the Restructuring;

(iv) use commercially reasonable efforts to lift or otherwise reverse the effect of any injunction or other order or ruling of a court or regulatory body that would impede the consummation of the Restructuring;

(v) (1) cause Hilco Real Estate, LLC, the Company’s real estate advisor, to consult weekly with the First Lien Professionals and the Ad Hoc First Lien Group on the Company’s lease assumption and rejection strategy, (2) consult in good faith with the counsel and financial advisor to the Ad Hoc First Lien Group on the Company’s lease assumption and rejection strategy, including with respect to negotiations on the rejection, modification, or assumption of leases, (3) consult in good faith with the First Lien Professionals prior to the Company’s entry into, termination, or modification of any material operational contracts or other arrangements (including without limitation, concessions agreements and European operations); and (4) use commercially reasonable efforts to identify in writing to the First Lien Professionals the contracts and leases proposed to be assumed, assumed and assigned, or rejected by motion to the Bankruptcy Court or pursuant to the Plan at least 5 business days prior to filing the Plan Supplement (the “Executory Contracts and Leases Information”). The Company shall make relevant personnel or advisors reasonably available during business hours to provide reasonable assistance to the Initial Consenting Creditors’ review of any such executory contracts and leases identified in the Executory Contracts and Leases Information;

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(vi) use commercially reasonable efforts to operate the Company in the ordinary course consistent with industry practice and the operations contemplated pursuant to the Company’s business plan (as may be updated from time to time in consultation with the Ad Hoc First Lien Group), taking into account the Restructuring and the commencement of the Chapter 11 Cases;

(vii) use commercially reasonable efforts to promptly notify or update the Initial Consenting Creditors upon becoming aware of any of the following occurrences: (A) a Termination Event has occurred; (B) any person has challenged the validity or priority of, or has sought to avoid, any lien securing the First Lien Claims pursuant to a pleading filed with the Bankruptcy Court or otherwise; (C) any developments, negotiations, or proposals relating to any material contracts or case or controversy against the Company that has been or may be commenced against the Company that would reasonably be expected to impede or prevent consummation of the Restructuring; or (D) a written proposal with respect to an Alternative Proposal, including a Payout Event Proposal, with such notice to include the identity of the non-Debtor Person or group of Persons involved as well as a written copy of such Alternative Proposal;

(viii) unless the Company obtains the prior written consent of a Consenting Creditor: (x) use the information regarding any Claims owned at any time by such Consenting Creditor (the “Confidential Claims Information”) solely in connection with this Agreement (including any disputes relating thereto); and (y) except as required by law, rule, or regulation or by order of a court or as requested or required by the Securities and Exchange Commission or by any other federal or state regulatory, judicial, governmental, or supervisory authority or body, keep the Confidential Claims Information strictly confidential and not disclose the Confidential Claims Information to any other Person. In the event that the Company is required (by law, rule, regulation, deposition, interrogatories, requests for information or documents in legal or administrative proceedings, subpoena, civil investigative demand or other similar process, or by any governmental, judicial, regulatory, or supervisory body) to disclose the Confidential Claims Information or the contents thereof, the Company shall, to the extent legally permissible, provide affected Consenting Creditors with prompt notice of any such request or requirement so that such Consenting Creditors may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this section at such Consenting Creditor’s sole cost and expense. If, in the absence of a protective order or other remedy or the receipt of a waiver from a Consenting Creditor, the Company believes that it is nonetheless, following consultation with counsel, required to disclose the Confidential Claims Information, the Company may disclose only that portion of the Confidential Claims Information that it believes, following consultation with counsel, it is required to disclose, provided that it exercises reasonable efforts to preserve the confidentiality of the Confidential Claims Information, including, without limitation, by marking the Confidential Claims Information “Confidential – Attorneys’ Eyes Only” and by reasonably cooperating with the affected Consenting Creditor to

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obtain an appropriate protective order or other reliable assurance that confidential and attorneys’ eyes only treatment will be accorded to the Confidential Claims Information. In no event shall this Agreement be construed to impose on a Consenting Creditor an obligation to disclose the price for which it acquired or disposed of any Claim. The Company’s obligations under this Section 4(a)(viii) shall survive termination of this Agreement;

(ix) use commercially reasonable efforts to cause the signature pages attached to this Agreement to be redacted to the extent this Agreement is filed on the docket maintained in the Chapter 11 Cases, posted on the Company’s website, or otherwise made publicly available;

(x) (A) after the Petition Date, and to the extent authorized by the Bankruptcy Court pursuant to any order providing adequate protection to holders of First Lien Claims, promptly pay the First Lien Fees and Expenses (which, for the avoidance of doubt, shall not include success fees, transaction fees, or similar fees), other than those fees and expenses set forth in clause (ii) of the definition of First Lien Fees and Expenses, as adequate protection as provided by the Restructuring Term Sheet so long as a Company Termination Event has not occurred and is not continuing; and (B) on the Effective Date, pay, in full, all unpaid First Lien Fees and Expenses (which, for the avoidance of doubt, shall include success fees, transaction fees, or similar fees);

(xi) use commercially reasonable efforts and work in good faith to finalize the Definitive Documentation, including, without limitation, the form of the documents in the Plan Supplement so that before the commencement of the hearing on confirmation of the Plan each such document has been filed in forms that are consistent with this Agreement and otherwise reasonably acceptable in form and substance to the Company and the Requisite Consenting Creditors (as evidenced by their written approval);

(xii) use commercially reasonable efforts to provide the Initial Consenting Creditors or the First Lien Professionals with copies of any information or reporting at the same time such information or reporting is provided to DIP agents and/or lenders pursuant to the DIP Financing or the DIP Orders;

(xiii) use commercially reasonable efforts to provide the Initial Consenting Creditors or the First Lien Professionals with advance copies of any amendment, forbearance agreement or similar document related to the Gibraltar Intermediate Secured Term Loan due 2019 (the “Gibraltar Amendment”), which document shall be reasonably acceptable in form and substance to the Company and the Requisite Consenting Creditors, it being acknowledged and agreed that the term sheet for the Gibraltar Amendment reviewed as of the date hereof is reasonably acceptable; and

(xiv) use commercially reasonable efforts to cause each of its direct and indirect subsidiaries, whether a Party to this Agreement or not, to comply with the terms of this Agreement as if such entity were a Company entity party hereto.

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(b) Negative Covenants of the Company. Subject to the terms and conditions hereof, for the duration of the Restructuring Support Period, the Company (except with the prior written consent of the Requisite Consenting Creditors) shall not, directly or indirectly:

(i) subject to Section 5(a) hereof (and from and after the date hereof), take any action to solicit, initiate, encourage, negotiate, or assist the submission or development of an Alternative Proposal;

(ii) (A) publicly announce its intention not to pursue the Restructuring; (B) suspend or revoke the Restructuring; or (C) execute any agreements, instruments, or other documents (including any modifications or amendments to any Definitive Documentation necessary to effectuate the Restructuring) that, in whole or in part, are not materially consistent with this Agreement;

(iii) directly or indirectly, take any actions, or fail to take any actions, where such taking or failing to take actions would be, in either case, (A) inconsistent with this Agreement or the Definitive Documentation or (B) otherwise inconsistent with, or reasonably expected to prevent, interfere with, delay or impede the implementation or consummation of, the Restructuring;

(iv) enter into, terminate, or otherwise modify any material operational contracts, leases, or other arrangements (including without limitation, concessions agreements and European operations) without the prior written consent of the Requisite Consenting Creditors (such consent not to be unreasonably withheld, conditioned, or delayed);

(v) (A) redeem, purchase or acquire, or offer to acquire any shares of, or any options, warrants, conversion privileges, or rights of any kind to acquire any shares of, any of its capital stock or other equity interests, or (B) issue, sell, pledge, dispose of, or grant or incur any encumbrance on, any shares of, or any options, warrants, conversion privileges, or rights of any kind to acquire any shares of, any of its capital stock or other equity interests (other than issuances of equity interests upon the exercise, exchange, or conversion of options, warrants, or other conversion privileges that are outstanding as of the date hereof and only in accordance with the terms of such options, warrants, or other conversion privileges as in effect on the date hereof);

(vi) other than as required by the Restructuring Term Sheet or the Plan, amend or propose to amend its respective certificate or articles of incorporation, bylaws, LLC Agreement, or other comparable organizational documents;

(vii) (A) split, combine or reclassify any outstanding shares of its capital stock or other equity interests, or (B) declare, set aside or pay any dividend or other distribution payable in cash, stock, property, a combination thereof, or otherwise with respect to any of its capital stock or other equity interests or any capital stock or other equity interests of any other Person;

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(viii) pay or make any payment, transfer, or other distribution (whether in cash, securities, or other property) of or in respect of principal of or interest on any funded indebtedness for borrowed money of the Debtors that either (A) is expressly subordinate in right of payment to the First Lien Claims or (B) secured by an interest in collateral, which interest is subordinate in priority to that securing any of the First Lien Claims, or any payment or other distribution (whether in cash, securities, or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation, or termination in respect of any such funded indebtedness that is not contemplated by the Restructuring Term Sheet;

(ix) enter into any transaction, or proposed settlement of any claim, litigation, dispute, controversy, cause of action, proceeding, appeal, determination, investigation, matter, or otherwise that will materially impair the Company’s ability to consummate the Restructuring or the value that the Company is committing to provide holders of First Lien Claims in accordance with this Agreement;

(x) file, support, amend or modify the Plan except as provided by this Agreement or otherwise without the consent of the Requisite Consenting Creditors (such consent not to be unreasonably withheld);

(xi) enter into any other restructuring support or similar agreement (including any settlement agreement) with respect to the Restructuring with any material creditor, equity holder, ad hoc group, or statutory committee that would be inconsistent with the Company’s obligations under this Agreement or that would materially impair the Company’s ability to consummate the Restructuring within the timeframe contemplated by this Agreement, in each case without the consent of the Requisite Consenting Creditors (such consent not to be unreasonably withheld);

(xii) without limiting the Company’s rights under Section 5(a) hereof, solicit, initiate, encourage, assist the submission or development of, negotiate, enter into, file with the Bankruptcy Court, or seek Court approval to enter into any financing that is not the DIP Financing without the written consent of the Requisite Consenting Creditors, such consent not to be unreasonably withheld, provided that such consent shall not be required if the Company is seeking alternate DIP financing and one or more Initial Consenting Creditors control the exercise of remedies under the DIP Financing in effect at that time;

(xiii) consent to any assignments of, or participations in, the DIP ABL Revolving Loans or DIP ABL Revolving Commitments to any bank or other financial institutions other than an Eligible Institution without first receiving the written consent of the Requisite Consenting Creditors (such consent not to be unreasonably withheld); provided that this clause (xiii) shall not apply to the extent compliance herewith would otherwise breach the Company’s obligations pursuant to that certain Commitment Letter dated as of March 11, 2018 by and between Claire’s Stores, Inc. and Citigroup Global Markets; or

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(xiv) directly or indirectly, encourage any entity to undertake any action prohibited by this Section 4(b).

(c) The Company acknowledges that it has reviewed this Agreement and has decided to enter into this Agreement in the exercise of its fiduciary duties.

5. ADDITIONAL AGREEMENTS; GO-SHOP AND BREAKUP FEE.

(a) From and after the date hereof, the Company shall be authorized to solicit, develop, and negotiate one or more Alternative Proposals pursuant to the Marketing Procedures Order.

(b)

(i) If this Agreement is terminated as to all Parties hereto for any reason other than (x) by the Consenting Creditors following a breach by the Sponsor in respect of which the Consenting Creditors may terminate this Agreement or (y) by the Company upon the breach of Consenting Creditors in respect of which the Company may terminate this Agreement, the Company shall pay to the Backstop Parties a termination fee equal to $38.75 million upon such termination (the “Breakup Fee”).    

(ii) The Company shall make the payment of the Breakup Fee to the Backstop Parties or their designees based upon the allocations set forth on Schedule I hereto

(iii) Following the termination of this Agreement in a circumstance where the Breakup Fee would be payable in accordance with Section 5(b)(i), (x) the Consenting Creditors’ rights to seek allowance of the Breakup Fee as an administrative expense of the Debtors’ estates pursuant to section 503(b)(1) of the Bankruptcy Code and (y) the Company’s and any other party’s rights to oppose such a request are fully reserved.

6. MUTUAL REPRESENTATIONS, WARRANTIES AND COVENANTS.

(a) Each of the Parties, severally and not jointly, represents and warrants to each other Party that the following statements are true, correct, and complete as of the date hereof (or, if later, the date that such Party first became or becomes a Party) but, solely with respect to the Company, subject to any limitations or approvals arising from, or required by, the commencement of the Chapter 11 Cases:

(i) it is validly existing and in good standing under the laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;

(ii) except as expressly provided in this Agreement or as may be required for disclosure by the Securities and Exchange Commission, no material consent or approval of, or any registration or filing with, any other Person is required for it to carry out the Restructuring contemplated by, and perform its obligations under, this Agreement;

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(iii) except as expressly provided in this Agreement, it has all requisite organizational power and authority to enter into this Agreement and to carry out the Restructuring contemplated by, and perform its obligations under, this Agreement;

(iv) the execution and delivery by it of this Agreement, and the performance of its obligations hereunder, have been duly authorized by all necessary organizational action on its part;

(v) it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement; and

(vi) the execution, delivery, and performance by such Party of this Agreement does not and will not (1) violate any provision of law, rule, or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, (2) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any material debt for borrowed money to which it or any of its subsidiaries is a party, or (3) violate any order, writ, injunction, decree, statute, rule, or regulation.

(b) The Company represents and warrants to the Consenting Creditors and the Sponsor that there are no pending agreements or understandings (oral or written) and that it has not entered into a definitive agreement (oral or written) with respect to an Alternative Proposal as of the date first written above.

7. OWNERSHIP OF CLAIMS. Each Consenting Creditor and Sponsor, severally and not jointly, represents and warrants as follows:

(a) as of the date of this Agreement, it (i) either (A) is the beneficial owner of the principal amount of Claims set forth below its signature hereto with the power to vote such Claims or (B) has sole investment or voting discretion with respect to the principal amount of Claims set forth below its signature hereto and has the power and authority to bind the beneficial owner(s) of such Claims to this Agreement, and (ii) does not beneficially own or control any other Claims for outstanding debt obligations other than those Claims identified below its name on it signature page hereof;

(b) other than pursuant to this Agreement, such Claims are free and clear of any pledge, lien, security interest, hypothecation or encumbrance (each, a “Security Interest”), that would materially or adversely affect such Consenting Creditor’s ability to perform its obligations contained in this Agreement at the time such obligations are required to be performed, it being understood that any Security Interest that is released upon the payment of the underlying obligation and any Security Interest in favor of a broker-dealer in connection with any prime brokerage account does not materially and adversely affect a Consenting Creditor’s ability to perform its obligations contained in this Agreement at the time such obligations are required to be performed; and

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(c) (i) it is either (A) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (B) an institutional accredited investor (as defined in Rule 501(a)(1), (2), (3), or (7) under the Securities Act of 1933, as amended (the “Securities Act”), (C) a non-U.S. person under Regulation S under the Securities Act, or (D) the foreign equivalent of (A) or (B) above, and (ii) any securities of the Company acquired by the Consenting Creditor in connection with the Restructuring will have been acquired for investment and not with a view to distribution or resale in violation of the Securities Act.

8. TERMINATION BY REQUISITE CONSENTING CREDITORS.

The Requisite Consenting Creditors may terminate this Agreement, in each case, upon delivery of written notice to the Company and the Sponsor in accordance with Section 26 hereof at any time after the occurrence of or during the continuation of any of the following events (each, a “Creditor Termination Event”):

(a) the breach by the Company of any of its obligations, representations, warranties, or covenants set forth in this Agreement in any respect, which breach of covenant or obligation (if curable) remains uncured three (3) Business Days after the receipt by the Company of written notice of such breach from the Requisite Consenting Creditors;

(b) (i) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction (including, without limitation, an order of the Bankruptcy Court which has not been stayed), of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of any material portion of the Restructuring, and/or (ii) the execution by the Company of a settlement or other agreement in respect of any of the counts asserted against it that adversely affects (or would adversely affect if consummated) the consummation of any material portion of the Restructuring, and in each case which remains uncured after three (3) Business Days after receipt by the Company of written notice from the Requisite Consenting Creditors;

(c) a trustee under section 1104 of the Bankruptcy Code or an examiner shall have been appointed in the Chapter 11 Cases, which order has not been reversed, stayed, or vacated after three (3) Business Days;

(d) an order for relief under chapter 7 of the Bankruptcy Code shall have been entered in the Chapter 11 Cases, or the Chapter 11 Cases shall have been dismissed, in each case by order of the Bankruptcy Court, which order has not been reversed, stayed, or vacated after three (3) Business Days;

(e) if any of the Definitive Documentation (including any amendment or modification thereof) filed with the Bankruptcy Court or otherwise finalized, or has become effective, contains terms and conditions that are inconsistent with this Agreement or otherwise not reasonably acceptable in form and substance to the Requisite Consenting Creditors, and such defect remains uncured three (3) Business Days after the receipt by the Company of written notice of such inconsistency from the Requisite Consenting Creditors;

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(f) the Disclosure Statement Order or the Confirmation Order, is (i) amended or modified without the consent of the Requisite Consenting Creditors; or (ii) reversed, permanently stayed, dismissed, or vacated, unless the Bankruptcy Court enters a new Disclosure Statement Order, or a new Confirmation Order, as applicable; in each case which remains uncured after three (3) Business Days after receipt by the Company of written notice by the Requisite Consenting Creditors;

(g) the Company, Sponsor, or any of their respective affiliates file any motion or pleading with the Bankruptcy Court that is not consistent in all material respects with this Agreement and such motion or pleading has not been withdrawn within two (2) Business Days of each of the Company’s and/or the applicable filing party’s receiving written notice from the Requisite Consenting Creditors that such motion or pleading is inconsistent with this Agreement;

(h) the Company (i) withdraws or revokes the Plan, (ii) files, publicly proposes or otherwise supports (in a manner not permitted pursuant to Section 5(a) hereof), or executes a definitive written agreement with respect to an Alternative Proposal, including a Payout Event Proposal, or (iii) executes an amendment or written modification to a Definitive Document that is not consistent with this Agreement;

(i) the Company fails to use commercially reasonable efforts to oppose any (A) Alternative Proposal filed with the Bankruptcy Court, or (B) amendment or modification to the Plan filed with the Bankruptcy Court containing any terms that are inconsistent with this Agreement, unless such amendment or modification is otherwise consented to in writing by the Requisite Consenting Creditors (such consent not to be unreasonably withheld);

(j) the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to any assets of the Company with an aggregate value in excess of $10,000,000 without the written consent of the Requisite Consenting Creditors, which order has not been reversed, stayed, or vacated after three (3) Business Days;

(k) the Bankruptcy Court grants relief that is inconsistent in any respect with this Agreement and such inconsistent relief is not dismissed, vacated or modified to be consistent with this Agreement within five (5) Business Days of the Company’s receiving written notice from the Requisite Consenting Creditors that such relief is inconsistent with this Agreement;

(l) the Company loses the exclusive right to file and solicit acceptances of a chapter 11 plan;

(m) the Company files, joins or supports (pursuant to a pleading filed with, or a statement made before, the Bankruptcy Court) any motion, application, adversary proceeding or cause of action (A) challenging the validity, enforceability, or priority of, or to avoid, the liens on any asset or assets comprising any portion of the collateral securing the First Lien Claims, (B)

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seeking to impose liability upon or enjoin the holders of First Lien Claims in their capacity as such, or (C) seeking to restrict the rights of holders of First Lien Claims in their capacity as such, in each case unless otherwise consented to in writing by the Requisite Consenting Creditors and where such pleading has not been withdrawn within three (3) Business Days of the Company receiving written notice from the Requisite Consenting Creditors that such motion or pleading is inconsistent with this Agreement; provided, that, the foregoing shall not limit nor be deemed to limit (x) the Company’s rights to enforce this Agreement in any way or (y) the Company’s rights to seek a determination that any adequate protection payments made on account of First Lien Claims should be recharacterized as payment on account of the secured portion of First Lien Claims as of the Petition Date;

(n) the occurrence of a Material Adverse Change;

(o) there is a failure to achieve any Milestone, unless such Milestone is satisfied prior to a termination of this Agreement;

(p) the Effective Date has not occurred by September 30, 2018, subject to extension by the Requisite Consenting Creditors in writing;

(q) the Company executes a definitive written agreement with respect to an Alternative Proposal;

(r) the Company or any of its subsidiaries enters into any Gibraltar

Amendment that is not reasonably acceptable to the Requisite Consenting Creditors, it being acknowledged and agreed that the Gibraltar Amendment contemplated by the term sheet reviewed by the Consenting Creditors as of the date hereof is acceptable; or

(s) the Bankruptcy Court grants relief that is inconsistent in any respect with this Agreement and such inconsistent relief is not dismissed, vacated or modified to be consistent with this Agreement within five (5) Business Days of the Company’s receiving written notice from the Requisite Consenting Creditors that such relief is inconsistent with this Agreement.

9. TERMINATION BY THE SPONSOR. The Sponsor may terminate this Agreement, solely with respect to the Sponsor, at any time after the occurrence of or during the continuation of any of the following events solely to the extent such event adversely impacts the Sponsor (each, a “Sponsor Termination Event”):

(a) the breach by the Company of any of its obligations, representations, warranties, or covenants set forth in this Agreement in any respect, which breach of covenant or obligation (if curable) remains uncured three (3) Business Days after the receipt by the Company of written notice of such breach from the Sponsor;

(b) (i) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction (including, without limitation, an order of the Bankruptcy Court which has not been stayed), of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of any material portion of

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the Restructuring, and/or (ii) the execution by the Company of a settlement or other agreement in respect of any of the counts asserted against it that adversely affects (or would adversely affect if consummated) the consummation of any material portion of the Restructuring, and in each case which remains uncured after three (3) Business Days after receipt by the Company of written notice from the Sponsor;

(c) a trustee under section 1104 of the Bankruptcy Code or an examiner shall have been appointed in the Chapter 11 Cases, which order has not been reversed, stayed, or vacated after three (3) Business Days;

(d) an order for relief under chapter 7 of the Bankruptcy Code shall have been entered in the Chapter 11 Cases, or the Chapter 11 Cases shall have been dismissed, in each case by order of the Bankruptcy Court, which order has not been reversed, stayed, or vacated after three (3) Business Days;

(e) the Company (i) withdraws or revokes the Plan, or (ii) files, publicly proposes or otherwise supports (in a manner not permitted pursuant to Section 5(a) hereof), or executes a definitive written agreement with respect to an Alternative Proposal, including a Payout Event Proposal; or

(f) the Bankruptcy Court grants relief that is inconsistent in any respect with this Agreement and such inconsistent relief is not dismissed, vacated or modified to be consistent with this Agreement within five (5) Business Days of the Company receiving written notice from the Sponsor that such relief is inconsistent with this Agreement.

10. MUTUAL TERMINATION. This Agreement may be terminated by mutual, written agreement among (a) the Company, and (b) the Requisite Consenting Creditors.

11. COMPANY TERMINATION EVENTS. The Company may terminate this Agreement, upon the occurrence of any of the following events (each a “Company Termination Event):

(a) a failure by any Consenting Creditor to timely vote all its Participating Claims (as defined herein) in accordance with Section 2(a)(iii) hereof; provided that the foregoing shall not apply if Consenting Creditors holding in excess of 67.0% of all First Lien Claims have submitted ballots to accept the Plan (and not withdrawn such ballots) in accordance with Section 2(a)(iii) hereof;

(b) without limiting Section 11(a) hereof, the breach by one or more Consenting Creditors of any of the material obligations, representations, warranties, or covenants of such Consenting Creditors set forth in this Agreement, and which breach remains uncured after three (3) Business Days after receipt by the Requisite Consenting Creditors of written notice from the Company; provided that the foregoing shall not apply if non-breaching Consenting Creditors hold in excess of 67.0% of all First Lien Claims as of such date;

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(c) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction (including, without limitation, an order of the Bankruptcy Court which has not been stayed), of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a portion of the Restructuring and in each case which remains uncured after three (3) Business Days after receipt by the Requisite Consenting Creditors of written notice from the Company;

(d) a Consenting Creditor or any of its affiliates files any motion or pleading with the Bankruptcy Court that is not consistent in all material respects with this Agreement and such motion or pleading has not been withdrawn within two (2) Business Days of each of the Consenting Creditor’s and/or the applicable filing party’s receiving written notice from the Company that such motion or pleading is inconsistent with this Agreement; provided that the foregoing shall not apply if non-breaching Consenting Creditors hold in excess of 67.0% of all First Lien Claims as of such date;

(e) a Consenting Creditor files, publicly proposes or otherwise supports any (i) Alternative Proposal (other than a Payout Event Proposal), or (ii) amendment or modification to the Plan containing any terms that are inconsistent with this Agreement and such filing, proposal or support has not been withdrawn within two (2) Business Days of the Consenting Creditor receiving written notice from the Company that such filing, proposal or support violates this Agreement; provided that the foregoing shall not apply if non-breaching Consenting Creditors hold in excess of 67.0% of all First Lien Claims as of such date;

(f) the Bankruptcy Court grants relief that is inconsistent in any respect with this Agreement and such inconsistent relief is not dismissed, vacated or modified to be consistent with this Agreement within five (5) Business Days of the Consenting Creditors’ receiving written notice from the Company that such relief is inconsistent with this Agreement;

(g) the occurrence of a Material Adverse Change; or

(h) if the board of directors of any Debtor at any time determines in good faith that continued performance under this Agreement would be inconsistent with its fiduciary duties.

12. TERMINATION.

(a) This Agreement shall terminate if the New Money Backstop Commitment Agreement terminates for any reason, provided that if the New Money Backstop Commitment Agreement is terminated by the Company upon the breach of Initial Consenting Creditors in respect of which the Company may terminate that agreement, the Breakup Fee shall not be due and payable hereunder.

(b) Subject to Section 11(h), no Party may terminate this Agreement based on a Company Termination Event, Creditor Termination Event, or Sponsor Termination Event, as applicable, caused by such Party’s failure to perform or comply in all material respects with the terms and conditions of this Agreement (unless such failure to perform or comply arises as a result of another Party’s actions or inactions).

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(c) Upon the termination of this Agreement by the Requisite Consenting Creditors or the Company, (i) all Parties shall be released from their commitments, undertakings, and agreements under or related to this Agreement other than obligations under this Agreement which by their terms expressly survive a termination date, and (ii) there shall be no liability or obligation on the part of any Party.

(d) Upon the termination of this Agreement as to the Sponsor following a Sponsor Termination Event, (i) the Sponsor shall be released from its commitments, undertakings, and agreements under or related to this Agreement other than obligations under this Agreement which by their terms expressly survive a termination date, and (ii) there shall be no liability or obligation on the part of any Party to the Sponsor.

(e) In no event shall any termination of this Agreement relieve a Party from (i) liability for its breach or non-performance of its obligations hereunder prior to the termination date, including but not limited to the Company’s obligations to pay the First Lien Fees and Expenses, and (ii) obligations under this Agreement which by their terms expressly survive a termination date.

13. TRANSFER OF CLAIMS

(a) Each Consenting Creditor and the Sponsor agrees that it shall not sell, assign, grant, transfer, convey, hypothecate or otherwise dispose of (each, a “Transfer”) any Claims, including First Lien Claims, against the Company now owned or hereafter acquired (collectively, the “Participating Claims”), or any option thereon or any right or interest (voting or otherwise) in any or all of its Participating Claims, except to a party that (i) is a Consenting Creditor, or (ii), as a condition subsequent to the effectiveness of any such Transfer, executes and delivers a Transfer Agreement in the form attached hereto as Exhibit C to counsel to the Ad Hoc First Lien Group, the Company, and to Weil, Gotshal & Manges LLP (“Weil”) no more than two (2) business days after the settlement of the relevant Transfer in accordance with Section 26 hereof, and any such Participating Claims automatically shall be deemed to be subject to the terms of this Agreement. With respect to any Transfers effectuated in accordance with clause (ii) above, (A) such transferee shall be deemed to be Consenting Creditor for purposes of this Agreement, and (B) the Company shall be deemed to have acknowledged such Transfer.

(b) This Agreement shall in no way be construed to preclude any Consenting Creditor from acquiring additional Claims against the Company other than DIP ABL Revolving Loans or DIP ABL Revolving Commitments; provided, that, (i) any such additional Claims automatically shall be deemed to be Participating Claims and shall be subject to all of the terms of this Agreement and (ii) each such Consenting Creditor agrees that such additional Participating Claims shall be subject to this Agreement. Each Consenting Creditor agrees to provide to counsel to the Ad Hoc First Lien Group, the Company, and Weil notice in accordance with Section 26 hereof of (x) the acquisition of any additional Participating Claims and (y) whether such Claims were acquired from an existing Consenting Creditor, no more than two (2) business days after of the consummation of the transaction acquiring such additional Participating Claims.

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(c) Notwithstanding anything herein to the contrary, (i) any Consenting Creditor may Transfer any of its Participating Claims to a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Creditor; provided, that, the Qualified Marketmaker subsequently Transfers all right, title and interest in such Participating Claims to a transferee that is or becomes a Consenting Creditor in accordance with this Agreement, and the transfer documentation between the transferring Consenting Creditor and such Qualified Marketmaker shall contain a requirement that provides as such; and (ii) to the extent any Consenting Creditor is acting in its capacity as a Qualified Marketmaker, it may Transfer any Claims that it acquires from an entity that is not a Consenting Creditor without the requirement that the transferee be or become a Consenting Creditor.

(d) Notwithstanding the foregoing, if at the time of a proposed Transfer of such Participating Claims to a Qualified Marketmaker, such Participating Claims (x) may be voted on the Plan or any Alternative Proposal, the proposed transferor Consenting Creditor must first vote such Participating Claims in accordance with Section 2(a)(iii), or (y) have not yet been and may not yet be voted on the Plan or any Alternative Proposal and such Qualified Marketmaker does not Transfer such Participating Claims to a subsequent transferee prior to the third (3^rd) business day prior to the expiration of the applicable voting deadline (such date, the “Qualified Marketmaker Joinder Date”), such Qualified Marketmaker shall be required to (and the transfer documentation to the Qualified Marketmaker shall have provided that it shall), on the first (1st) Business Day immediately following the Qualified Marketmaker Joinder Date, become a Consenting Creditor with respect to such Participating Claims in accordance with the terms hereof; provided, that, the Qualified Marketmaker shall automatically, and without further notice or action, no longer be a Consenting Creditor with respect to such Participating Claims at such time that the transferee of such Participating Claims becomes a Consenting Creditor with respect to such Participating Claims.

(e) Any Transfer of Participating Claims that does not comply with this Section 13 shall be deemed null and void ab initio in all respects and without further action by any Party.

(f) Notwithstanding anything herein to the contrary, to the extent that a Consenting Creditor effects the Transfer of all of its Claims in accordance with this Agreement, including, for the avoidance of doubt, in accordance with the foregoing portion of this Section 13, such Consenting Creditor shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder.

14. COOPERATION.

(a) The Company shall use commercially reasonable efforts to provide counsel for the Ad Hoc First Lien Group and the Sponsor drafts of all motions, applications, and other pleadings the company intends to file with the Bankruptcy Court to implement the Restructuring (or that could be reasonably expected to affect the interests of holders of First Lien Claims, in their capacities as such) at least three (3) business days before the date when the Company intends to file such pleading, unless such advance notice is impossible or impracticable under the circumstances, in which case the Company shall use commercially reasonable efforts to notify telephonically or by electronic mail counsel to the Ad Hoc First Lien Group and the Sponsor to advise them as such and, in any event, shall provide such drafts as soon as reasonably practicable.

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(b) Each Consenting Creditor shall use commercially reasonable efforts to provide counsel for the Company drafts of all motions, applications, and other pleadings the Consenting Creditor intends to file with the Bankruptcy Court to implement the Restructuring at least three (3) business days before the date when such Consenting Creditor intends to file such pleading, unless such advance notice is impossible or impracticable under the circumstances, in which case the Consenting Creditor shall use commercially reasonable efforts to notify telephonically or by electronic mail counsel to the Company to advise them as such and, in any event, shall provide such drafts as soon as reasonably practicable.

15. AMENDMENTS. Unless otherwise specifically provided herein, no amendment, modification, waiver, or other supplement of the terms of this Agreement (including the Restructuring Term Sheet) shall be valid unless such amendment, modification, waiver, or other supplement is in writing and has been signed by the Company and the Requisite Consenting Creditors; provided, however, that any amendment to this Agreement to (i) the defined term “Requisite Consenting Creditors,” (ii) the conditions to the effectiveness of this Agreement set forth in Section 37, and (iii) this Section 15, shall require the written consent of the Company and each Initial Consenting Creditor.

16. ENTIRE AGREEMENT. This Agreement, including the Restructuring Term Sheet and the attached exhibits, constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersedes all other prior negotiations, agreements and understandings, whether written or oral, among the Parties with respect to the subject matter of this Agreement; provided, however, that any confidentiality agreement executed by any Consenting Creditor or First Lien Professional and the Fee Letters shall survive this Agreement and shall continue to be in full force and effect in accordance with their terms.

17. SURVIVAL OF AGREEMENT. Notwithstanding the termination of this Agreement, the agreements and obligations of the Parties in Sections 4(a)(viii), 4(a)(x)(A), and 15 through 35 survive such termination and shall continue in full force and effect in accordance with the terms hereof. Each of the Parties acknowledges and agrees that this Agreement is being executed in connection with negotiations concerning a possible restructuring of the Company, and in contemplation of possible filings by the Company under Chapter 11 of the Bankruptcy Code, and (a) the exercise of the rights granted in this Agreement (including giving of notice of termination) shall not be a violation of the automatic stay provisions of section 362 of the Bankruptcy Code and (b) the Company hereby waives its right to assert a contrary position in the Chapter 11 Cases, if any, with respect to the foregoing.

18. IPCOs; ADDITIONAL AGREEMENTS. Notwithstanding anything herein to the contrary, it is acknowledged and agreed that CLSIP Holdings LLC (“CLSIP HoldCo”) and CLSIP LLC (“CLSIPCo” and, collectively, the “IPCos”) shall be Parties to this Agreement only to the extent their respective obligations or undertakings (including representations, and warranties) do not conflict with, or breach, any material contractual

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obligation or undertaking of those entities, including the CLSIP Loan Credit Agreement and their formation or organizational documents, (collectively, the “Non-RSA IPCo Undertakings”); provided further that to the extent any of the Non-RSA IPCo Undertakings would otherwise conflict with, or breach, any of the IPCos’ respective covenants, obligations, undertakings, representations, or warranties under this Agreement, the applicable covenant, undertaking, representation or warranty under this Agreement shall be automatically amended and deemed amended without any further action by any Party solely with respect to CLSIP HoldCo and/or CLSIPCo, as applicable, such that no such conflict or breach (including any Consenting Creditor Termination Event or Sponsor Termination Event that might otherwise occur) shall exist and in no event shall the IPCos have any monetary liability as a result of their status as Parties under this Agreement.

19. NO WAIVER OF PARTICIPATION AND PRESERVATION OF RIGHTS. If the transactions contemplated herein are not consummated, or following the occurrence of the termination of this Agreement with respect to all Parties, if applicable, nothing herein shall be construed as a waiver by any Party of any or all of such Party’s rights, remedies, claims, and defenses and the Parties expressly reserve any and all of their respective rights, remedies, claims and defenses.

20. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which, when so executed, shall constitute the same instrument and the counterparts may be delivered by email in portable document format (.pdf).

21. HEADINGS. The headings of the Sections, paragraphs, and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof.

22. RELATIONSHIP AMONG PARTIES. Notwithstanding anything herein to the contrary, the duties and obligations of the Consenting Creditors under this Agreement shall be several, not joint. No Consenting Creditor shall, as a result of its entering into and performing its obligations under this Agreement, be deemed to be part of a “group” (as that term is used in section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) with any of the other Consenting Creditor. It is understood and agreed that no Consenting Creditor has any duty of trust or confidence in any kind or form with any other Consenting Creditor, and, except as expressly provided in this Agreement, there are no commitments among or between them. In this regard, it is understood and agreed that any Consenting Creditor may trade in the Claims or other debt or equity securities of the Company without the consent of the Company or any other Consenting Creditor, but subject to applicable securities laws, the terms of this Agreement, and the terms of the First Lien Term Loan Credit Agreement and the First Lien Indentures; provided, however, that no Consenting Creditor shall have any responsibility for any such trading to any other entity by virtue of this Agreement. No prior history, pattern, or practice of sharing confidences among or between the Consenting Creditors shall in any way affect or negate this understanding and agreement.

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23. REMEDIES. It is understood and agreed by the Parties that, without limiting any other remedies available at law or equity, money damages would be an insufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy of any such breach, including, without limitation, an order of the Bankruptcy Court or other court of competent jurisdiction requiring any Party to comply promptly with any of its obligations hereunder, without the necessity of proving the inadequacy of money damages as a remedy. Each of the Parties hereby waives any defense that a remedy at law is adequate and any requirement to post bond or other security in connection with actions instituted for injunctive relief, specific performance, or other equitable remedies.

24. NO COMMITMENT. Neither any Consenting Creditor nor the Sponsor shall be obligated to fund or otherwise be committed to provide funding in connection with the Restructuring, except pursuant to a separate commitment letter or definitive documentation relating specifically to such funding, if any, that has been (i) executed by such Consenting Creditor or the Sponsor and (ii) approved by the Bankruptcy Court, as necessary, along with the satisfaction of any conditions precedent to such funding requirements.

25. JURY TRIAL, GOVERNING LAW AND DISPUTE RESOLUTION.

(a) The Parties waive all rights to trial by jury in any jurisdiction in any action, suit, or proceeding brought to resolve any dispute between or among the Parties arising out of this Agreement, whether sounding in contract, tort or otherwise.

(b) This Agreement shall be governed by and construed in accordance with the Bankruptcy Code and the laws of the State of New York, without regard to any conflicts of law provision which would require the application of the law of any other jurisdiction. By its execution and delivery of this Agreement, each Party irrevocably and unconditionally agrees for itself that, subject to Section 25(c), any legal action, suit or proceeding against it with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought in any state or federal court of competent jurisdiction in New York County, State of New York, and by execution and delivery of this Agreement, each of the Parties hereby: (i) irrevocably accepts and submits itself to the nonexclusive jurisdiction of such court, generally and unconditionally, with respect to any such action, suit or proceeding; and (ii) waives any objection to laying venue in any such action, suit or proceeding.

(c) Notwithstanding the foregoing, if the Chapter 11 Cases are commenced, nothing in Section 25(a)–(b) shall limit the authority of the Bankruptcy Court to hear any matter related to or arising out of this Agreement, and each Party irrevocably and unconditionally consents to the jurisdiction and venue of the Bankruptcy Court to hear and determine such matters during the pendency of the Chapter 11 Cases.

26. NOTICES. All notices, requests, documents delivered, and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally, mailed (first class postage prepaid) or by email to the Parties at the below addresses, or e-mail addresses. For the avoidance of doubt when written notice or approval from

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Requisite Consenting Creditors is required by this Agreement, email from Requisite Consenting Creditors’ counsel to Company’s counsel shall be sufficient.

If to the Company:

Claire’s Stores, Inc.

2400 West Central Road

Hoffman Estates, IL 60192

Attn: Stephen Sernett

Facsimile: (312)

E-mail Address:       ***@***

With a copy to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attn: Ray C. Schrock, P.C.

         Matt Barr

         Ryan Preston Dahl

Facsimile: (212) 310 8007

E-mail Address:     ***@***

                                 ***@***

                                 ***@***

If to a Consenting Creditor, to the address set forth beneath such lender’s signature block, and, if to an Initial Consenting Creditor, with a copy to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Attn:    Matthew A. Feldman

            Brian S. Lennon

            Daniel I. Forman

Telephone: (212) 728-8000

Facsimile: (212) 728-8111

E-mail Address:     ***@***

                                 ***@***

                                 ***@***

If to the Sponsor:

Apollo Management Holdings, L.P.

9 West 57th Street

New York, NY 10019

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Attn:    Lance Milken

            John Suydam

Telephone: (212) 515-3200

E-mail Address:     ***@***

                                ***@***

With a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Attn:    Jeffrey D. Saferstein

Facsimile: (212) 373-3000

Email Address:     ***@***

27. NO ASSIGNMENTS; THIRD-PARTY BENEFICIARIES. Except as expressly provided herein, this Agreement may not be assigned by any Party. In furtherance of the foregoing, the rights of an Initial Consenting Creditor in its capacity as such are personal to it and may not be assigned to any party. The terms and provisions of this Agreement are intended solely for the benefit of the Parties hereto and their respective successors, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person.

28. CONFLICTS BETWEEN THE RESTRUCTURING TERM SHEET AND THIS AGREEMENT. In the event of any conflict among the terms and provisions in the Restructuring Term Sheet and this Agreement, the terms and provisions of the Restructuring Term Sheet shall control, except with respect to the definition of “Milestones” set forth herein (in which case this Agreement shall control). In the event of any conflict among the terms and provisions in the Plan, this Agreement, and the Restructuring Term Sheet, the terms and provisions of the Plan shall control. Nothing contained in this Section 28 shall affect, in any way, the requirements set forth herein for the amendment of this Agreement and the Restructuring Term Sheet as set forth in Section 15 herein.

29. SETTLEMENT DISCUSSIONS. This Agreement is part of a proposed settlement of matters that could otherwise be the subject of litigation among the Parties hereto. Nothing herein shall be deemed an admission of any kind. Pursuant to Federal Rule of Evidence 408 and any applicable state rules of evidence, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than to prove the existence of this Agreement or in a proceeding to enforce the terms of this Agreement.

30. GOOD-FAITH COOPERATION; FURTHER ASSURANCES. The Parties shall cooperate with each other in good faith in respect of matters concerning the implementation and consummation of the Restructuring.

31. ACCESS. The Company will promptly provide the First Lien Professionals and Initial Consenting Creditors access, upon reasonable notice, during normal business hours to relevant properties, books, contracts (including any executory contracts and

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unexpired leases), commitments, records, management and executive personnel, and advisors of the Company (other than with respect to materials subject to attorney-client privilege or where granting such access is prohibited by law); provided, however, that the Company’s obligations hereunder shall be conditioned upon such Party being party to an appropriate confidentiality agreement or undertaking; provided, further, however, that any existing confidentiality agreements entered into between the Company, on one hand, and a Party, on the other hand, shall be deemed to be appropriate.

32. QUALIFICATION ON CONSENTING CREDITOR REPRESENTATIONS. The Parties acknowledge that all representations, warranties, covenants, and other agreements made by any Consenting Creditor that is a separately managed account of an investment manager are being made only with respect to the Claims managed by such investment manager (in the amount identified on the signature pages hereto), and shall not apply to (or be deemed to be made in relation to) any Claims that may be beneficially owned by such Consenting Creditor that are not held through accounts managed by such investment manager.

33. PUBLICITY. The Company shall use commercially reasonable efforts to submit drafts to the First Lien Professionals of any press releases and public documents that constitute disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement at least three (3) Business Days prior to making any such disclosure, and shall afford them a reasonable opportunity under the circumstances to comment on such documents and disclosures and shall incorporate any such reasonable comments in good faith.

34. SEVERABILITY. If any provision of this Agreement for any reason is held to be invalid, illegal or unenforceable in any respect, that provision shall not affect the validity, legality or enforceability of any other provision of this Agreement.

35. COMPANY FIDUCIARY DUTIES

(a) Nothing in this Agreement shall require the Company or any directors, officers, or members of the Company, each in its capacity as a director, officer, or member of the Company, to take any action, or to refrain from taking any action, to the extent inconsistent with its or their fiduciary obligations under applicable law (as determined by them after consultation with legal counsel).

(b) All Consenting Creditors reserve all rights they may have, including the right to challenge any exercise by the Company, or any directors, officers, or members of the Company of their respective fiduciary duties.

36. ADDITIONAL CONSENTING CREDITORS. Any holder of First Lien Claims may at any time become a party to this Agreement as a Consenting Creditor (a “Joining Party”) by executing a joinder agreement (the “Joinder”) substantially in the form attached as Exhibit D hereto, pursuant to which such Joining Party represents and warrants to the Company and the other Consenting Creditors that it agrees to be bound by the terms of this Agreement as a Consenting Creditor hereunder.

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37. CONDITION TO EFFECTIVENESS OF RESTRUCTURING SUPPORT AGREEMENT.

(a) This Agreement shall be effective and binding upon each Consenting Creditor and Sponsor immediately upon such Party’s execution and delivery of its signature page to the Company; provided, that, if the Agreement Effective Date with respect to the Company does not occur prior to March 19, 2018, this Agreement shall be null and void ab initio and of no force and effect and without any further action by any Party.

(b) This Agreement shall be effective and binding upon the Company immediately upon the execution and delivery of signature pages to the Company of Consenting Creditors holding not less than 67.0% of all First Lien Claims.

[Signature Pages Follow]

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*    *    *    *    *

Signature Page to Restructuring Support Agreement

Exhibit A

Restructuring Term Sheet

CLAIRE’S INC., ET AL.

RESTRUCTURING TERM SHEET

March 19, 2018

This term sheet (the “Term Sheet”) sets forth the principal terms of a comprehensive restructuring of the existing debt and other obligations of the Company (on the terms set forth herein, the “Restructuring”). The Restructuring will be consummated through prearranged cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) and as otherwise set forth in the restructuring support agreement to which this Term Sheet is attached as Exhibit A (the “RSA”) and this Term Sheet.

THIS TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY CHAPTER 11 PLAN OF REORGANIZATION, IT BEING UNDERSTOOD THAT SUCH A SOLICITATION, IF ANY, ONLY WILL BE MADE IN COMPLIANCE WITH APPLICABLE PROVISIONS OF SECURITIES, BANKRUPTCY AND/OR OTHER APPLICABLE LAW.

1

Schedule A

Debtors

BMS Distributing Corp.

CBI Distributing Corp.

Claire’s Inc.

Claire’s Boutiques, Inc.

Claire’s Canada Corp.

Claire’s Puerto Rico Corp.

Claire’s Stores, Inc.

CSI Canada LLC