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
Contract Type FiledAugust 3rd, 2021 Company Industry JurisdictionIn 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:
Standard Contracts
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • June 7th, 2024 • Victoria's Secret & Co. • Retail-women's clothing stores • Ohio
Contract Type FiledJune 7th, 2024 Company Industry JurisdictionTHIS 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 Melinda McAfee (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
Contract Type FiledAugust 3rd, 2021 Company Industry JurisdictionWHEREAS, 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;
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • Delaware
Contract Type FiledJuly 1st, 2021 Company Industry JurisdictionThis 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.
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
Contract Type FiledAugust 3rd, 2021 Company Industry JurisdictionTHIS 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”).
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
Contract Type FiledSeptember 1st, 2023 Company Industry JurisdictionREVOLVING 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.
SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • August 3rd, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • Delaware
Contract Type FiledAugust 3rd, 2021 Company Industry JurisdictionSEPARATION 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
Contract Type FiledAugust 3rd, 2021 Company Industry JurisdictionThis 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
Contract Type FiledJuly 1st, 2021 Company Industry JurisdictionVS 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 10th, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • Delaware
Contract Type FiledAugust 10th, 2021 Company Industry JurisdictionTHIS 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”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • August 3rd, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores
Contract Type FiledAugust 3rd, 2021 Company IndustryEMPLOYEE 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. 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
Contract Type FiledSeptember 1st, 2023 Company Industry JurisdictionFIRST 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”).
VS TO L BRANDS 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
Contract Type FiledAugust 3rd, 2021 Company Industry JurisdictionVS 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”).
AMENDMENT NO. 2 TO VS TO L BRANDS TRANSITION SERVICES AGREEMENTVs to L Brands Transition Services Agreement • March 17th, 2023 • Victoria's Secret & Co. • Retail-women's clothing stores
Contract Type FiledMarch 17th, 2023 Company IndustryThis 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”).
RETENTION BONUS AGREEMENTRetention Bonus Agreement • July 1st, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores
Contract Type FiledJuly 1st, 2021 Company IndustryThis Retention Bonus Agreement (the “Agreement”) is entered into by and between L Brands, Inc. (the “Company”) and Amy Hauk (the “Associate”).
Supplemental Indenture in Respect of Subsidiary GuaranteeSupplemental Indenture • August 3rd, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • New York
Contract Type FiledAugust 3rd, 2021 Company Industry JurisdictionSUPPLEMENTAL 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
Contract Type FiledJuly 1st, 2021 Company Industry JurisdictionTHIS 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
Contract Type FiledJuly 1st, 2021 Company Industry JurisdictionBy 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.
AMENDMENT NO. 2 TO L BRANDS TO VS TRANSITION SERVICES AGREEMENTL Brands to vs Transition Services Agreement • March 17th, 2023 • Victoria's Secret & Co. • Retail-women's clothing stores
Contract Type FiledMarch 17th, 2023 Company IndustryThis AMENDMENT NO. 2 TO L BRANDS TO VS 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 Victoria’s Secret & Co., a Delaware corporation (“VS”), and Bath & Body Works, Inc. (formerly known as L Brands, Inc.), a Delaware corporation (“Service Provider,” and together with VS, the “Parties”).
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
Contract Type FiledNovember 1st, 2022 Company Industry JurisdictionTHIS 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 AgreementPerformance Share Unit Award Agreement • July 1st, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • Delaware
Contract Type FiledJuly 1st, 2021 Company Industry JurisdictionBy 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.
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • January 29th, 2025 • Victoria's Secret & Co. • Retail-women's clothing stores • Ohio
Contract Type FiledJanuary 29th, 2025 Company Industry JurisdictionTHIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of January 29, 2025 (the “Effective Date”), by and between the Company and Scott Sekella (the “Executive”) (hereinafter collectively referred to as the “Parties”).
Form of Victoria’s Secret & Co. 2021 Stock Option and Performance Incentive Plan Restricted Share Unit Award AgreementRestricted Share Unit Award Agreement • July 1st, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • Delaware
Contract Type FiledJuly 1st, 2021 Company Industry JurisdictionBy 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
Contract Type FiledJuly 1st, 2021 Company Industry JurisdictionThis 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”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 14th, 2024 • Victoria's Secret & Co. • Retail-women's clothing stores • Ohio
Contract Type FiledAugust 14th, 2024 Company Industry JurisdictionTHIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between VS Service Company, LLC, a Delaware limited liability company (the “Company”), and Hillary Super (the “Executive”) (hereinafter collectively referred to as the “Parties”).