REGISTRATION RIGHTS AGREEMENT Dated as of July 2, 2012 by and among QVC, INC. THE GUARANTORS LISTED ON SCHEDULE I HERETO and BARCLAYS CAPITAL INC.Registration Rights Agreement • October 19th, 2012 • Affiliate Investment, Inc. • New York
This Agreement is made pursuant to the Purchase Agreement, dated June 27, 2012 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Representative. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 6(k) of the Purchase Agreement. Unless indicated otherwise, capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of July 2, 2012, among the Company, the Guarantors and U.S. Bank National Association, as trustee, relating to the Initial Notes and the Exchange Notes (the “Indenture”).
QVC, INC., THE GUARANTORS named herein and U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • October 19th, 2012 • Affiliate Investment, Inc. • New York
INDENTURE, dated as of July 2, 2012, among QVC, INC., a Delaware corporation, as issuer (the “Issuer”), the Guarantors (as hereinafter defined) party hereto from time to time and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
ISDA® International Swap and Derivatives Association, Inc. MASTER AGREEMENT dated as of August 28, 2006Isda Master Agreement • October 19th, 2012 • Affiliate Investment, Inc. • New York
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
CREDIT AGREEMENT Dated as of September 2, 2010, among QVC, INC., as Borrower, THE LENDERS PARTY HERETO, WELLS FARGO SECURITIES, LLC, as Lead Arranger and Lead Bookrunner, and JPMORGAN CHASE BANK, N.A., as Administrative AgentCredit Agreement • October 19th, 2012 • Affiliate Investment, Inc. • New York
CREDIT AGREEMENT, dated as of September 2, 2010 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among QVC, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as an Issuing Bank, WELLS FARGO BANK, N.A., as lead syndication agent (in such capacity, the “Lead Syndication Agent”) and as an Issuing Bank, and WELLS FARGO SECURITIES, LLC, as lead arranger and bookrunner (in such capacity, the “Lead Arranger”).
QVC, INC., THE GUARANTORS named herein and U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • October 19th, 2012 • Affiliate Investment, Inc. • New York
INDENTURE, dated as of September 25, 2009, among QVC, INC., a Delaware corporation, as issuer (the “Issuer”), the Guarantors (as hereinafter defined) party hereto from time to time and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
Multicurrency—Cross Border) International Swap Dealers Association, Inc. MASTER AGREEMENT Dated as of October 3, 2006Master Agreement • October 19th, 2012 • Affiliate Investment, Inc. • New York
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
QVC, INC., THE GUARANTORS named herein and U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • October 19th, 2012 • Affiliate Investment, Inc. • New York
INDENTURE, dated as of March 23, 2010, among QVC, INC., a Delaware corporation, as issuer (the “Issuer”), the Guarantors (as hereinafter defined) party hereto from time to time and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
COMPANY AGREEMENT OF QVC SAN ANTONIO, LLCCompany Agreement • October 19th, 2012 • Affiliate Investment, Inc. • Texas
This Company Agreement (the “Agreement”) of QVC San Antonio, LLC, a Texas limited liability company (the “Company”), is hereby adopted as of October 29, 2008 by QVC, Inc., a Delaware corporation, which is the sole Shareholder of the Company.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 19th, 2012 • Affiliate Investment, Inc. • Delaware
This AGREEMENT is made and entered into as of this 17th day of September, 2003, by and between QVC, Inc., a Delaware corporation (the “Company”), and «FirstName» «LastName» (the “Indemnitee”).
International Swaps and Derivatives Association, Inc. NOVATION AGREEMENT dated as of July 20, 2010 among: QVC INC. (the “Remaining Party”), FORTIS BANK SA/NV (the “Transferor”) AND BNP PARIBAS (the “Transferee”).Novation Agreement • October 19th, 2012 • Affiliate Investment, Inc. • New York
The Transferor and the Remaining Party have entered into one or more Transactions as identified in the attached Annex A (each an “Old Transaction”), each evidenced by a Confirmation (each an “Old Confirmation”) subject to the Old Agreement (as defined below).
QVC INTERNATIONAL LLC Limited Liability Company AgreementLimited Liability Company Agreement • October 19th, 2012 • Affiliate Investment, Inc. • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of QVC INTERNATIONAL LLC (the “Company”) is dated as of October 23rd, 2008, and is made by QVC, Inc., as the initial member of the Company (the “Initial Shareholder”).
