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 • March 25th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • 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”).
EXPRESS, LLC EXPRESS FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 8.750% SENIOR NOTES DUE 2018 INDENTURE Dated as of March 5, 2010 U.S. BANK NATIONAL ASSOCIATION as TrusteeIndenture • March 25th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • New York
INDENTURE dated as of March 5, 2010 among Express, LLC, a Delaware limited liability company (“Express”), Express Finance Corp., a Delaware corporation (“Express Finance” and, together with Express, the “Issuers”), the Guarantors (as defined) and U.S. Bank National Association, as trustee.
AMENDMENT NO. 1 TO UNIT PURCHASE AGREEMENTUnit Purchase Agreement • March 25th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • 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”).
REGISTRATION RIGHTS AGREEMENT by and among Express, LLC Express Finance Corp. Express Parent LLC Express GC, LLC and Banc of America Securities LLC Goldman, Sachs & Co. Morgan Stanley & Co. Incorporated Dated as of March 5, 2010Registration Rights Agreement • March 25th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 5, 2010, by and among Express, LLC, a Delaware limited liability company, and Express Finance Corp., a Delaware corporation, (collectively, the “Issuers”), Express Parent LLC, a Delaware limited liability company, and Express GC, LLC, an Ohio limited liability company, (collectively, the “Guarantors”), and Banc of America Securities LLC, Goldman, Sachs & Co., and Morgan Stanley & Co. Incorporated (collectively, the “Initial Purchasers”), each of whom has agreed to purchase pursuant to the Purchase Agreement (as defined below) the Issuers’ 8.750% Senior Notes due 2018 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
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...Intercreditor Agreement • March 25th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • 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).
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 • March 25th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • 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.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 25th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of February 5, 2010, by and among EXPRESS TOPCO LLC, a Delaware limited liability company (“Borrower”); the Lenders identified on the signature pages hereto; and KKR SCF LOAN ADMINISTRATION, LLC, a Delaware limited liability company, as administrative agent (in such capacity, together with its successors in such capacity, “Administrative Agent”) for the Lenders, amends that certain Credit Agreement, dated as of June 26, 2008 (the “Credit Agreement”), by and among the Borrower; the financial institutions who are or hereafter become parties thereto as Lenders; and the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • March 25th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • New York
THIS FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Amendment”) is dated as of February 5, 2010 and is entered into by and among Express Holding, LLC, a Delaware limited liability company (“Holdings”), Express, LLC, a Delaware limited liability company (the “Borrower”), MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent (“Administrative Agent”), the Lenders signatory hereto and, for purposes of Section IV hereof, the Guarantors listed on the signature pages hereto, and is made with reference to that certain TERM LOAN CREDIT AGREEMENT dated as of July 6, 2007 (as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement” and after giving effect to this Amendment, the “Amended Agreement”) by and among the Borrower, Holdings, the subsidiaries of the Borrower named therein, the Lenders, the Administrative Agent, Morgan Stanley & Co. Incorporated, as Collateral Agent, and the other Agents named therein. Capitalized terms used herein
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...Intercreditor Agreement • March 25th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • 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
EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • Ohio
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into, by the parties, by and between Express, LLC (hereinafter the “Company”), and [ ] (the “Executive”) (hereinafter collectively referred to as “the parties”) and is effective on the date of execution by the parties.
SECOND AMENDMENT TO ASSET-BASED LOAN CREDIT AGREEMENT AND FIRST AMENDMENT TO ABL SECURITY AGREEMENTCredit Agreement • March 25th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • New York
THIS SECOND AMENDMENT TO ASSET-BASED LOAN CREDIT AGREEMENT AND FIRST AMENDMENT TO ABL SECURITY AGREEMENT (this “Amendment”) is dated as of February 5, 2010 and is entered into by and among Express Holding, LLC, a Delaware limited liability company (“Holdings”), Express, LLC, a Delaware limited liability company (the “Borrower”), WELLS FARGO RETAIL FINANCE, LLC (“Wells Fargo”) and Wells Fargo, as administrative agent (the “Administrative Agent”), the Lenders signatory hereto, and for purposes of Section IV hereof, the Guarantors listed on the signature pages hereto, and is made with reference to (i) that certain ASSET-BASED LOAN CREDIT AGREEMENT dated as of July 6, 2007 (as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement” and after giving effect to this Amendment, the “Amended Agreement”) by and among the Borrower, Holdings, the subsidiaries of the Borrower named therein, the Lenders, the Administrative Agent and Collateral Agent, and (ii) that
February 12, 2010Personal and Confidential • March 25th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • Ohio
This letter agreement will serve to confirm the terms of your continued employment with Express, LLC, a Delaware limited liability company (“Express”), and Express Parent LLC, a Delaware limited liability company (“Parent,” and together with Express, the “Company”), as President and Chief Executive Officer of the Company reporting directly to the board of managers of Parent (the “Board”). Your duties as President and Chief Executive Officer will involve such duties as are normally associated with such position and such other matters related to the day-to-day management of the Company as delegated to you by the Board. Your principal place of business will be at the Company’s chief executive office, which is currently located in Columbus, Ohio, it being agreed and understood that you will engage in business travel to the extent necessary or desirable for the performance of your duties as the Company’s President and Chief Executive Officer. So long as you are the Company’s President and C
