VICTORIA’S SECRET & CO., as Company and U.S. BANK NATIONAL ASSOCIATION, as Trustee FORM OF INDENTURE DATED AS OF JULY [●], 2021 4.625% Senior Notes due 2029Indenture • July 1st, 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 • July 1st, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • Ohio
THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of the last date of signature below (the “Effective Date”), by and between the Company and Greg Unis (the “Executive”) (hereinafter collectively referred to as the “Parties”).
FORM OF L BRANDS TO VS 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
WHEREAS, VS and Service Provider have entered into a Separation and Distribution Agreement dated as of [__], 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;
FORM OF SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • July 1st, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT dated as of [—] (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”).
FORM OF TAX MATTERS AGREEMENTTax Matters Agreement • July 1st, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • Delaware
This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of [__], 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”).
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.
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.
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 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”).
