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
In 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:
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
WHEREAS, 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;
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
THIS 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”).
REVOLVING CREDIT AGREEMENT dated as of August 2, 2021, among VICTORIA’S SECRET & CO., The Borrowing Subsidiaries Party Hereto, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent JPMORGAN CHASE BANK,...Revolving Credit Agreement • August 3rd, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • New York
REVOLVING 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
SEPARATION 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
This 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.
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • August 3rd, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores
EMPLOYEE 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”).
FIRST LIEN CREDIT AGREEMENT Dated as of August 2, 2021 among VICTORIA’S SECRET & CO., as the Company, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., GOLDMAN SACHS...First Lien Credit Agreement • August 3rd, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • New York
FIRST 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
VS 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”).
Supplemental Indenture in Respect of Subsidiary GuaranteeSupplemental Indenture • August 3rd, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • New York
SUPPLEMENTAL 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.
