VICTORIA’S SECRET & CO., as Company and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE DATED AS OF JULY 15, 2021 4.625% Senior Notes due 2029Indenture • August 3rd, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • New York
In connection with our proposed sale of $________ aggregate principal amount of Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly, we hereby certify as follows:
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • June 2nd, 2023 • Victoria's Secret & Co. • Retail-women's clothing stores • Ohio
THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of 6/20/2022 (the “Effective Date”), by and between the Company and CHRIS RUPP (the “Executive”) (hereinafter collectively referred to as the “Parties”).
L BRANDS TO VS TRANSITION SERVICES AGREEMENT dated as of August 2, 2021 by and between L BRANDS, INC. and VICTORIA’S SECRET & CO.Transition Services Agreement • August 3rd, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • Delaware
WHEREAS, VS and Service Provider have entered into a Separation and Distribution Agreement dated as of August 2, 2021 (the “Separation Agreement”), pursuant to which and on the terms and conditions set forth therein, among other things, Service Provider has agreed to distribute the VS Business to the holders of the L Brands Common Stock as of the Record Date;
AMENDMENT NO. 1 dated as of May 8, 2023 (this “Amendment”), among VICTORIA’S SECRET & CO., a Delaware corporation (the “Company”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative...Revolving Credit Agreement • September 1st, 2023 • Victoria's Secret & Co. • Retail-women's clothing stores • New York
REVOLVING CREDIT AGREEMENT (the “Agreement”) dated as of August 2, 2021, among VICTORIA’S SECRET & CO., a Delaware corporation, the BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.
DOMESTIC TRANSPORTATION SERVICES AGREEMENT dated as of August 2, 2021 by and between MAST LOGISTICS SERVICES, LLC and VICTORIA’S SECRET & CO.Domestic Transportation Services Agreement • August 3rd, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • Delaware
THIS DOMESTIC TRANSPORTATION SERVICES AGREEMENT (this “Agreement”) is entered into this August 2, 2021 (the “Effective Date”) by and between Mast Logistics Services, LLC, a Delaware limited liability company (“Service Provider”), and Victoria’s Secret & Co., a Delaware corporation (“VS”) (each, a “Party” and together, the “Parties”).
SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • August 3rd, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT dated as of August 2, 2021 (as the same may be amended from time to time in accordance with its terms and together with the schedules and exhibits hereto, this “Agreement”) between L Brands, Inc., a Delaware corporation (“L Brands”), and Victoria’s Secret & Co., a Delaware corporation (“VS”) (each, a “Party” and together, the “Parties”).
TAX MATTERS AGREEMENTTax Matters Agreement • August 3rd, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • Delaware
This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of August 2, 2021 between L Brands, Inc., a Delaware corporation (“L Brands”), on behalf of itself and the members of the L Brands Group, as defined below, and Victoria’s Secret & Co., a Delaware corporation (“VS,” and together with L Brands, the “Parties”), on behalf of itself and the members of the VS Group, as defined below.
FORM OF VS TO L BRANDS TRANSITION SERVICES AGREEMENT dated as of by and between L BRANDS, INC. and VICTORIA’S SECRET & CO.Transition Services Agreement • July 1st, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • Delaware
VS TO L BRANDS TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of [__], 2021 (the “Effective Date”) between Victoria’s Secret & Co., a Delaware corporation (“Service Provider”), and L Brands, Inc., a Delaware corporation (“L Brands”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • August 3rd, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores
EMPLOYEE MATTERS AGREEMENT dated as of August 2, 2021 (as the same may be amended from time to time in accordance with its terms, and together with the exhibits hereto, this “Agreement”), between L Brands, Inc., a Delaware corporation (“L Brands”), and Victoria’s Secret & Co., a Delaware corporation (“VS”) (each, a “Party” and together, the “Parties”).
AMENDMENT NO. 2 TO VS TO L BRANDS TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 17th, 2023 • Victoria's Secret & Co. • Retail-women's clothing stores
This AMENDMENT NO. 2 TO VS TO L BRANDS TRANSITION SERVICES AGREEMENT (this “Amendment”) is dated as of January 23, 2023 and effective as of January 28, 2023 (the “Effective Date”), by and between Bath & Body Works, Inc. (formerly known as L Brands, Inc.), a Delaware corporation (“BBW”), and Victoria’s Secret & Co., a Delaware corporation (“Service Provider,” and together with BBW, the “Parties”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • July 1st, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of [●], 2021 by and among Victoria’s Secret & Co., a Delaware corporation (the “Company”), Leslie H. Wexner and Abigail S. Wexner.
VS TO L BRANDS TRANSITION SERVICES AGREEMENT dated as of August 2, 2021 by and between L BRANDS, INC. and VICTORIA’S SECRET & CO.Brands Transition Services Agreement • August 3rd, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • Delaware
VS TO L BRANDS TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of August 2, 2021 (the “Effective Date”) between Victoria’s Secret & Co., a Delaware corporation (“Service Provider”), and L Brands, Inc., a Delaware corporation (“L Brands”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 10th, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • Delaware
THIS AGREEMENT is made and entered into as of the _____ day of August, 2021 by and between Victoria’s Secret & Co., a Delaware corporation (the “Company”), and the undersigned (the “lndemnitee”).
AMENDMENT NO. 1 dated as of May 8, 2023 (this “Amendment”), among VICTORIA’S SECRET & CO., a Delaware corporation (the “Company”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), to the First Lien...First Lien Credit Agreement • September 1st, 2023 • Victoria's Secret & Co. • Retail-women's clothing stores • New York
FIRST LIEN CREDIT AGREEMENT, dated as of August 2, 2021 (this “Agreement”), by and among Victoria’s Secret & Co., a Delaware corporation (the “Company”), as the borrower hereunder, the Lenders from time to time party hereto, and JPMorgan Chase Bank, N.A, in its capacities as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”).
RETENTION BONUS AGREEMENTRetention Bonus Agreement • July 1st, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores
This Retention Bonus Agreement (the “Agreement”) is entered into by and between L Brands, Inc. (the “Company”) and Amy Hauk (the “Associate”).
FORM OF REVOLVING CREDIT AGREEMENT dated as of [●], 2021, among VICTORIA’S SECRET & CO., The Borrowing Subsidiaries Party Hereto, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent JPMORGAN CHASE BANK,...Form of Revolving Credit Agreement • July 1st, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • New York
REVOLVING CREDIT AGREEMENT (the “Agreement”) dated as of [●], 2021, among VICTORIA’S SECRET & CO., a Delaware corporation, the BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.
Supplemental Indenture in Respect of Subsidiary GuaranteeSupplemental Indenture • August 3rd, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • New York
SUPPLEMENTAL INDENTURE, dated as of August 2, 2021 (this “Supplemental Indenture”), among Victoria’s Secret Stores, LLC, Victoria’s Secret Direct Brand Management, LLC, Intimate Apparel Brand Management, LP, MII Brand Import, LLC, LB US Holding, LLC and VS Service Company, LLC, (the “New Subsidiary Guarantors”), Victoria’s Secret & Co. (the “Company”), and U.S. Bank National Association, as Trustee under the Indenture referred to below.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 1st, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • Ohio
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between VS Service Company LLC, a Delaware LLC (hereinafter the “Company”) and Martin Waters (the “Executive”) (hereinafter collectively referred to as the “Parties”).
Form of Victoria’s Secret & Co. 2021 Stock Option and Performance Incentive Plan Stock Option Award AgreementStock Option Award Agreement • July 1st, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • Delaware
By accepting this Stock Option Award Agreement (the “Agreement”), the Participant agrees to the following terms and conditions and the terms of the Victoria’s Secret & Co. 2021 Stock Option and Performance Incentive Plan (the “Plan”). The grant of this stock option is contingent on signing a Non-Solicitation/Non-Compete Agreement, as applicable. Unless otherwise defined herein, capitalized terms used herein shall have the meaning set forth in the Plan.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • June 21st, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • Delaware
THIS AGREEMENT is made and entered into as of the [—] day of [—], 2021 by and between Victoria’s Secret & Co., a Delaware corporation (the “Company”), and the undersigned (the “lndemnitee”).
AGREEMENT AND PLAN OF MERGER by and among VICTORIA’S SECRET & CO. FASHION HOLDING GROUP, INC., ADOREME, INC. and, SOLELY IN ITS CAPACITY as COMPANY EQUITYHOLDER REPRESENTATIVE, FORTIS ADVISORS LLC Dated as of November 1, 2022Agreement and Plan of Merger • November 1st, 2022 • Victoria's Secret & Co. • Retail-women's clothing stores • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of November 1, 2022, by and among: Victoria’s Secret & Co., a Delaware corporation (the “Buyer”); Fashion Holding Group, Inc., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”); AdoreMe, Inc., a Delaware corporation (the “Company”); and, solely for purposes of being bound by and having the benefit of the relevant provisions of Section 2.1, Section 2.4, Section 2.6, Section 2.7, Section 2.8, Section 5.7, Section 7.1(h), Section 10.4, ARTICLE XI and ARTICLE XII and solely in such Person’s capacity as the Company Equityholder Representative, Fortis Advisors LLC, a Delaware limited liability company (the “Company Equityholder Representative”).
Form of Victoria’s Secret & Co. 2021 Stock Option and Performance Incentive Plan Performance Share Unit Award AgreementVictoria's Secret & Co. • July 1st, 2021 • Retail-women's clothing stores • Delaware
By accepting this Performance Share Unit award, the Participant agrees to the following terms and conditions and the terms of the Victoria’s Secret & Co. 2021 Stock Option and Performance Incentive Plan (“the Plan”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning set forth in the Plan.
Form of Victoria’s Secret & Co. 2021 Stock Option and Performance Incentive Plan Restricted Share Unit Award AgreementVictoria's Secret & Co. • July 1st, 2021 • Retail-women's clothing stores • Delaware
By accepting this Restricted Share Unit award, the Participant agrees to the following terms and conditions and the terms of the Victoria’s Secret & Co. 2021 Stock Option and Performance Incentive Plan (“the Plan”). The “Restricted Period” begins on the Grant Date and ends on the Vesting Date (as each is defined below). Unless otherwise defined herein, capitalized terms used herein shall have the meaning set forth in the Plan.
RETENTION AGREEMENTRetention Agreement • July 1st, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • Delaware
This Retention Agreement (the “Agreement”) is entered into by and between one of the subsidiaries of L Brands, Inc. (the “Company”) and Greg Unis (the “Associate”).
FORM OF FIRST LIEN CREDIT AGREEMENTCredit Agreement • July 1st, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • New York
FIRST LIEN CREDIT AGREEMENT, dated as of [●], 2021 (this “Agreement”), by and among Victoria’s Secret & Co., a Delaware corporation (the “Company”), as the borrower hereunder, the Lenders from time to time party hereto, and JPMorgan Chase Bank, N.A, in its capacities as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”).
