UNIT PURCHASE AGREEMENT dated as of May 15, 2007 among EXPRESS INVESTMENT CORP., LIMITED BRANDS STORE OPERATIONS, INC., EXPRESS HOLDING, LLC and LIMITED BRANDS, INC. relating to the purchase and sale of of EXPRESS HOLDING, LLCUnit Purchase Agreement • February 16th, 2010 • Express Parent LLC • New York
AGREEMENT (this “Agreement”) dated as of May 15, 2007 among Express Investment Corp., a Delaware corporation (“Buyer”), Limited Brands Store Operations, Inc., a Delaware corporation (“Seller”), Limited Brands, Inc., a Delaware corporation (“Limited Brands”) and Express Holding, LLC, a Delaware limited liability company (the “Company”).
125,000,000 TERM LOAN CREDIT AGREEMENT Dated as of July 6, 2007 Among EXPRESS HOLDING, LLC, as Parent EXPRESS, LLC, as Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and MORGAN STANLEY & CO. INCORPORATED as Collateral Agent and...Credit Agreement • February 16th, 2010 • Express Parent LLC • New York
TERM LOAN CREDIT AGREEMENT dated as of July 6, 2007 among EXPRESS HOLDING, LLC, a Delaware limited liability company (the “Parent”), EXPRESS, LLC, a Delaware limited liability company (the “Borrower”), the Subsidiary Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), MORGAN STANLEY & CO. INCORPORATED (“MS&Co”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, the “Collateral Agent”) for the Secured Parties (as hereinafter defined), and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as syndication agent, and MSSF, as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent” and, together with the Collateral Agent, the “Agents”) for the Lender Parties (as hereinafter defined).
AMENDMENT NO. 1 TO UNIT PURCHASE AGREEMENTUnit Purchase Agreement • February 16th, 2010 • Express Parent LLC • New York
AMENDMENT NO. 1 TO UNIT PURCHASE AGREEMENT (this “Amendment”), dated as of July 6, 2007, among Express Investment Corp., a Delaware corporation (“Buyer”), Limited Brands Store Operations, Inc., a Delaware corporation (“Seller”), Limited Brands, Inc., a Delaware corporation (“Limited Brands”), and Express Holding, LLC, a Delaware limited liability company (the “Company”).
200,000,000 ASSET-BASED LOAN CREDIT AGREEMENT Dated as of July 6, 2007 Among EXPRESS HOLDING, LLC, as Parent EXPRESS, LLC, as Borrower and THE INITIAL LENDERS, INITIAL ISSUING BANK AND SWING LINE BANK NAMED HEREIN, as Initial Lenders, Initial Issuing...Loan Credit Agreement • February 16th, 2010 • Express Parent LLC • New York
ASSET-BASED LOAN CREDIT AGREEMENT dated as of July 6, 2007 among EXPRESS HOLDING, LLC, a Delaware limited liability company (the “Parent”), EXPRESS, LLC, a Delaware limited liability company (the “Borrower”), the Subsidiary Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), the Issuing Bank (as hereinafter defined), the Swing Line Bank (as hereinafter defined), WELLS FARGO RETAIL FINANCE, LLC (“WFR”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, the “Collateral Agent”) for the Secured Parties (as hereinafter defined), and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as syndication agent, THE CIT GROUP/BUSINESS CREDIT, INC. and WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL), as co-documentation agents (the “Documentation Agents”), and WFR, as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent” and, together with the Collateral
CREDIT AGREEMENT dated June 26, 2008 among EXPRESS TOPCO LLC, as Borrower, THE LENDERS PARTY HERETO and KKR SCF LOAN ADMINISTRATION, LLC, as Administrative Agent Skadden, Arps, Slate, Meagher & Flom LLP 300 S. Grand Ave Los Angeles, CA 90071Credit Agreement • February 16th, 2010 • Express Parent LLC • New York
This CREDIT AGREEMENT (this “Agreement”), dated June 26, 2008, among EXPRESS TOPCO LLC, a Delaware limited liability company (“Borrower”), the Lenders, and KKR SCF LOAN ADMINISTRATION, LLC, a Delaware limited liability company, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders.
SERVICES AGREEMENT dated as of July 6, 2007 between Express, LLC and Limited Brands, Inc.Services Agreement • February 16th, 2010 • Express Parent LLC • Ohio
This Services Agreement (this “Agreement”) is entered into as of July 6, 2007 by and between Express, LLC, a Delaware limited liability company (the “Company”), and Limited Brands, Inc., a Delaware corporation (“Limited Brands”).
EXCHANGE AGREEMENTExchange Agreement • February 16th, 2010 • Express Parent LLC
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered as of June 26, 2008, by and among Express Parent LLC, a Delaware limited liability company (“Parent”), Express Topco LLC, a Delaware limited liability company (“Topco”), Express Holding, LLC, a Delaware limited liability company (“Holding”), and the persons and entities listed on Schedule I attached hereto (each, a “Securityholder,” and collectively, the “Securityholders”).
MASTER SUBLEASEMaster Sublease • February 16th, 2010 • Express Parent LLC
This MASTER SUBLEASE (this “Sublease”) dated as of July 6, 2007 by and between LIMITED BRANDS, INC., a Delaware corporation (“Lessor”), and EXPRESS, LLC, a Delaware limited liability company (“Lessee”).
STORE LEASES AGREEMENTStore Leases Agreement • February 16th, 2010 • Express Parent LLC
This STORE LEASES AGREEMENT is entered into as of July 6, 2007 (this “Agreement”), by and among LIMITED STORES, LLC (“LS”), BATH & BODY WORKS, LLC (“Bath & Body Works”), VICTORIA’S SECRET STORES, LLC (“Vic”), DIVA US, LLC (“Diva”), EXPRESS, LLC (“Express”) and LIMITED BRANDS, INC. (“Limited”);
ContractLoan Credit Agreement • February 16th, 2010 • Express Parent LLC • New York
AMENDMENT NO. 1 TO THE ASSET-BASED LOAN CREDIT AGREEMENT (this “Amendment”) among EXPRESS HOLDING, LLC, a Delaware limited liability company (the “Parent”), EXPRESS, LLC, a Delaware limited liability company (the “Borrower”), the Subsidiary Guarantors (as hereinafter defined) party hereto, the Lenders (as hereinafter defined) party hereto, WELLS FARGO RETAIL FINANCE, LLC, (“Wells Fargo”), as collateral agent (the “Collateral Agent”), and Wells Fargo, as administrative agent (the “Administrative Agent”; together with the Collateral Agent, the “Agents”).
LOGISTICS SERVICES AGREEMENTLogistics Services Agreement • February 16th, 2010 • Express Parent LLC • Ohio
THIS LOGISTICS SERVICES AGREEMENT (the “Agreement”) is entered into this 5th day of October, 2009, by and between LIMITED LOGISTICS SERVICES, INC., a Delaware corporation (“LLS”), and Express, LLC, a Delaware limited liability company (“Express”).
