CONSENT AND FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED ASSET-BASED LOAN CREDIT AGREEMENT AND AMENDMENT TO CERTAIN ANCILLARY LOAN DOCUMENTSAsset-Based Loan Credit Agreement • January 26th, 2023 • Express, Inc. • Retail-apparel & accessory stores • New York
This SECOND AMENDED AND RESTATED ASSET-BASED LOAN CREDIT AGREEMENT dated as of May 20, 2015, as amended on May 24, 2019, January 13, 2021 and, November 23, 2022 and January 25, 2023 (as amended, amended and restated, restated, supplemented, modified or otherwise in effect from time to time, this “Agreement”), among EXPRESS, INC., a Delaware corporation (“Holdings”), EXPRESS TOPCO LLC, a Delaware limited liability company (“Intermediate Holdings”), EXPRESS HOLDING, LLC, a Delaware limited liability company (the “Parent”), EXPRESS, LLC, a Delaware limited liability company (the “Borrower”), the other Loan Parties (as hereinafter defined), the Lenders (as hereinafter defined), the Issuing Bank (as hereinafter defined), the Swing Line Bank (as hereinafter defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, 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 as adminis
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED OR OMITTED. License AgreementLicense Agreement • January 26th, 2023 • Express, Inc. • Retail-apparel & accessory stores • Delaware
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED OR OMITTED. REGISTRATION...Registration Rights Agreement • January 26th, 2023 • Express, Inc. • Retail-apparel & accessory stores • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 25, 2023, by and among Express, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the signature pages hereto (collectively, together with their respective successors and assigns, the “Purchasers” and each, a “Purchaser”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. The Purchasers and any other party that may become a party hereto pursuant to Section 4.1 are referred to collectively as the “Investors” and individually each as an “Investor”.
EXP TOPCO, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated January 25, 2023Limited Liability Company Agreement • January 26th, 2023 • Express, Inc. • Retail-apparel & accessory stores • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of EXP TOPCO, LLC, a Delaware limited liability company (the “Company”), is entered into on January 25, 2023 (the “Closing Date”), pursuant to the Delaware Limited Liability Company Act, Delaware Code Ann. Title 6, §§18-101, et seq. (the “Delaware Act”), by and among the Company, EXPWHP, LLC, a Delaware limited liability company (“EXPWHP”), Express Fashion Investments, LLC, a Delaware limited liability company (“Contribution Co”), and Express LLC, a Delaware limited liability company (“Express”). Capitalized terms used herein shall have the respective meanings ascribed to such terms in Article I.
