REGISTRATION RIGHTS AGREEMENT Dated as of March 18, 2014 by and among QVC, INC. THE GUARANTORS LISTED ON SCHEDULE I HERETO BARCLAYS CAPITAL INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATEDRegistration Rights Agreement • April 30th, 2014 • ER Marks, Inc. • Retail-catalog & mail-order houses • New York
This Agreement is made pursuant to the Purchase Agreement, dated March 11, 2014 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Representatives. 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 March 18, 2014, 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 TrusteeER Marks, Inc. • April 30th, 2014 • Retail-catalog & mail-order houses • New York
INDENTURE, dated as of March 18, 2014, 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”).
