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L Brands, Inc. – ‘10-Q’ for 8/3/19 – ‘EX-4.1’

On: Friday, 9/6/19, at 4:38pm ET · For: 8/3/19 · Accession #: 701985-19-39 · File #: 1-08344

  As Of               Filer                 Filing    For·On·As Docs:Size

 9/06/19  L Brands, Inc.                    10-Q        8/03/19   85:15M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.88M 
13: 10-Q        Complete Submission PDF File -- ltd20198310q         PDF   1.82M 
 2: EX-4.1      Fourth Supplemental Indenture                       HTML     56K 
 3: EX-4.2      Tenth Supplemental Indenture                        HTML     59K 
 4: EX-15       Letter Re: Incorporation of Report of Registered    HTML     24K 
                Public Accounting Firm                                           
 5: EX-31.1     Section 302 Certification of CEO                    HTML     31K 
 6: EX-31.2     Section 302 Certification of CFO                    HTML     31K 
 7: EX-32       Section 906 Certification of CEO and CFO            HTML     26K 
54: R1          Document and Entity Information Document            HTML     77K 
19: R2          Consolidated Statements Of Income                   HTML     68K 
40: R3          Consolidated Statements Of Comprehensive Income     HTML     46K 
68: R4          Consolidated Balance Sheets                         HTML    122K 
53: R5          Consolidated Balance Sheets (Parenthetical)         HTML     42K 
18: R6          Consolidated Statements of Total Equity (Deficit)   HTML     88K 
                Statement                                                        
39: R7          Consolidated Statements of Total Equity (Deficit)   HTML     26K 
                (Parenthetical)                                                  
66: R8          Consolidated Statements Of Cash Flows               HTML    112K 
56: R9          Description Of Business And Basis Of Presentation   HTML     39K 
22: R10         New Accounting Pronouncements                       HTML     31K 
30: R11         Leases                                              HTML     73K 
79: R12         Revenue Recognition                                 HTML     62K 
48: R13         Earnings Per Share And Shareholders' Equity         HTML     83K 
23: R14         Restructuring Activities                            HTML     30K 
31: R15         Inventories                                         HTML     36K 
80: R16         Property And Equipment, Net                         HTML     38K 
49: R17         Equity Investments                                  HTML     28K 
24: R18         Income Taxes                                        HTML     31K 
29: R19         Long-term Debt and Borrowing Facilities             HTML     89K 
74: R20         Derivative Financial Instruments                    HTML     54K 
61: R21         Fair Value Measurements                             HTML     82K 
20: R22         Comprehensive Income                                HTML     69K 
43: R23         Commitments and Contingencies                       HTML     33K 
75: R24         Retirement Benefits                                 HTML     31K 
62: R25         Segment Information                                 HTML     79K 
21: R26         Subsequent Events                                   HTML     26K 
44: R27         Supplemental Guarantor Financial Information        HTML    750K 
                Supplemental Guarantor Financial Information                     
73: R28         Description Of Business And Basis Of Presentation   HTML     71K 
                (Policy)                                                         
63: R29         Leases (Tables)                                     HTML     70K 
47: R30         Revenue Recognition (Tables)                        HTML     57K 
77: R31         Earnings Per Share And Shareholders' Equity         HTML     84K 
                (Tables)                                                         
33: R32         Inventories (Tables)                                HTML     38K 
26: R33         Property And Equipment, Net (Tables)                HTML     37K 
46: R34         Long-term Debt and Borrowing Facilities (Tables)    HTML     75K 
76: R35         Derivative Financial Instruments (Tables)           HTML     60K 
32: R36         Fair Value Measurements (Tables)                    HTML     81K 
25: R37         Comprehensive Income (Tables)                       HTML     69K 
45: R38         Segment Information (Tables)                        HTML     75K 
78: R39         Supplemental Guarantor Financial Information        HTML    752K 
                (Tables)                                                         
60: R40         New Accounting Pronouncements - Narrative           HTML     36K 
                (Details)                                                        
70: R41         Leases (Details)                                    HTML    111K 
38: R42         Revenue Recognition Narrative (Details)             HTML     35K 
15: R43         Revenue Recognition (Details)                       HTML     45K 
59: R44         Earnings Per Share And Shareholders' Equity         HTML     42K 
                (Shares Utilized for the Calculation of Basic and                
                Diluted Earnings per Share) (Details)                            
69: R45         Earnings Per Share And Shareholders' Equity         HTML     45K 
                (Schedule of Company's Repurchase Program)                       
                (Details)                                                        
37: R46         Earnings Per Share And Shareholders' Equity         HTML     29K 
                (Dividends) (Details)                                            
14: R47         Restructuring Activities (Details)                  HTML     42K 
58: R48         Inventories (Details)                               HTML     33K 
72: R49         Property And Equipment, Net (Details)               HTML     37K 
84: R50         Equity Investments (Details)                        HTML     29K 
50: R51         Income Taxes (Narrative) (Details)                  HTML     42K 
27: R52         Long-term Debt and Borrowing Facilities (Schedule   HTML     65K 
                Of Long-term Debt Instruments) (Details)                         
34: R53         Long-term Debt and Borrowing Facilities (Issuance   HTML     55K 
                And Repurchase Of Notes) (Narrative) (Details)                   
85: R54         Long-term Debt and Borrowing Facilities (Revolving  HTML     76K 
                Facility And Letters Of Credit) (Narrative)                      
                (Details)                                                        
51: R55         Long-term Debt and Borrowing Facilities - Exchange  HTML     44K 
                of Notes (Details)                                               
28: R56         Derivative Financial Instruments (Foreign Exchange  HTML     43K 
                Contracts - Cash Flow Hedging Disclosure)                        
                (Details)                                                        
35: R57         Derivative Financial Instruments Fair Values        HTML     37K 
                Derivatives, Balance Sheet Location, by Derivative               
                Contract Type (Details)                                          
83: R58         Fair Value Measurements (Carrying Value And Fair    HTML     30K 
                Value Of Long-Term Debt, Disclosure) (Detail)                    
52: R59         Fair Value Measurements (Fair Value, Assets And     HTML     46K 
                Liabilities Measured On Recurring Basis) (Details)               
16: R60         Comprehensive Income (Components Of Accumulated     HTML     70K 
                Other Comprehensive Income (Loss)) (Details)                     
41: R61         Commitments And Contingencies (Details)             HTML     31K 
65: R62         Retirement Benefits (Narrative) (Details)           HTML     30K 
55: R63         Segment Information (Details)                       HTML     46K 
17: R64         Supplemental Guarantor Financial Information        HTML     27K 
                (Narrative) (Details)                                            
42: R65         Supplemental Guarantor Financial Information        HTML    156K 
                (Consolidated Balance Sheets) (Details)                          
67: R66         Supplemental Guarantor Financial Information        HTML    105K 
                (Consolidated Statements Of Income) (Details)                    
57: R67         Supplemental Guarantor Financial Information        HTML    136K 
                (Consolidated Statements Of Cash Flows) (Details)                
36: XML         IDEA XML File -- Filing Summary                      XML    151K 
81: XML         XBRL Instance -- ltd-20198310q_htm                   XML   4.16M 
71: EXCEL       IDEA Workbook of Financial Reports                  XLSX     91K 
 9: EX-101.CAL  XBRL Calculations -- lb-20190803_cal                 XML    183K 
10: EX-101.DEF  XBRL Definitions -- lb-20190803_def                  XML    693K 
11: EX-101.LAB  XBRL Labels -- lb-20190803_lab                       XML   1.41M 
12: EX-101.PRE  XBRL Presentations -- lb-20190803_pre                XML    949K 
 8: EX-101.SCH  XBRL Schema -- lb-20190803                           XSD    152K 
64: JSON        XBRL Instance as JSON Data -- MetaLinks              319±   482K 
82: ZIP         XBRL Zipped Folder -- 0000701985-19-000039-xbrl      Zip    320K

‘EX-4.1’ — Fourth Supplemental Indenture

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

EXHIBIT 4.1

L BRANDS, INC. (formerly known as LIMITED BRANDS, INC.),

THE GUARANTORS PARTY HERETO, as Guarantors

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

_________________________________

FOURTH SUPPLEMENTAL INDENTURE

Dated as of June 30, 2019

INDENTURE

Dated as of June 16, 2016

_________________________________

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF

GENERAL APPLICATION



SECTION 1.1.	Definitions.	2

ARTICLE TWO

AMENDMENTS



SECTION 2.1.	Amendments.	3

ARTICLE THREE

MISCELLANEOUS



SECTION 3.1.	Effect of Fourth Supplemental Indenture.	3
SECTION 3.2.	Effect of Headings.	3
SECTION 3.3.	Successors and Assigns.	3
SECTION 3.4.	Severability Clause.	3
SECTION 3.5.	Benefits of Fourth Supplemental Indenture.	4
SECTION 3.6.	Conflict.	4
SECTION 3.7.	Governing Law.	4
SECTION 3.8.	Trustee.	4

FOURTH SUPPLEMENTAL INDENTURE, dated as of June 30, 2019, among L Brands, Inc. (formerly known as Limited Brands, Inc.), a Delaware corporation (hereinafter called the “Company”), the Guarantors (as hereinafter defined) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee hereunder (hereinafter called the “Trustee”).

RECITALS

WHEREAS, the Company and the Trustee, entered into an indenture, dated June 16, 2016 (the “Base Indenture”), as amended by the first supplemental indenture, dated June 16, 2016 (the “First Supplemental Indenture”), as further amended by the second supplemental indenture, dated January 23, 2018 (the “Second Supplemental Indenture”), and as further amended by the third supplemental indenture, dated June 20, 2019 (the “Third Supplemental Indenture” and the Base Indenture, as amended by the First Supplemental Indenture and Second Supplemental Indenture, the “Original Indenture”), pursuant to which senior unsecured debentures, notes or other evidences of indebtedness of the Company may be issued in one or more series from time to time;

WHEREAS, Mast Industries, Inc., a Delaware corporation, wholly owned subsidiary of the Company, and Guarantor changed its name from “Mast Industries, Inc.” to “MII Brand Import, LLC” (the “Name Change”);

WHEREAS, Section 13.01 of the Original Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee without the consent of any Holders of the Debt Securities, for specified purposes stated therein;

WHEREAS, the Company and the Guarantors desire to supplement the Indenture to reflect the Name Change;

WHEREAS, all things necessary to make this Fourth Supplemental Indenture a valid, binding and enforceable agreement of the Company, the Guarantors and the Trustee and a valid supplement to the Original Indenture have been done; and

NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the foregoing, the Company, the Guarantors and the Trustee mutually covenant and agree, for the equal and proportionate benefit of the Holders from time to time of the Debt Securities, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF

GENERAL APPLICATION

SECTION 1.1. Definitions.

The Original Indenture together with this Fourth Supplemental Indenture are hereinafter sometimes collectively referred to as the “Indenture.” For the avoidance of doubt, references to any “Section” of the “Indenture” refer to such Section of the Original Indenture as supplemented and amended by this Fourth Supplemental Indenture. All capitalized terms which are used herein and not otherwise defined herein are defined in the Original Indenture and are used herein with the same meanings as in the Original Indenture.

For all purposes of this Fourth Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this article have the meanings assigned to them in this article and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation;

(4) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular article, section or other subdivision; and

(5) all references used herein to the male gender shall include the female gender.

ARTICLE TWO

OPERATION OF AMENDMENTS

SECTION 2.1. Amendments.

The Original Indenture is hereby amended by replacing each instance of “Mast Industries, Inc.” with “MII Brand Import, LLC.”

ARTICLE THREE

MISCELLANEOUS

SECTION 3.1. Effect of Fourth Supplemental Indenture.

(1) This Fourth Supplemental Indenture is a supplemental indenture within the meaning of Section 13.01 of the Original Indenture, and the Original Indenture shall be read together with this Fourth Supplemental Indenture and shall have the same effect over all of the Debt Securities, in the same manner as if the provisions of the Original Indenture and this Fourth Supplemental Indenture were contained in the same instrument.

(2) In all other respects, the Original Indenture is confirmed by the parties hereto as supplemented by the terms of this Fourth Supplemental Indenture.

SECTION 3.2. Effect of Headings.

The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 3.3. Successors and Assigns.

All covenants and agreements in this Fourth Supplemental Indenture by the Company, the Guarantors, the Trustee and the Holders shall bind their successors and assigns, whether so expressed or not.

SECTION 3.4. Severability Clause.

In case any provision in this Fourth Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 3.5. Benefits of Fourth Supplemental Indenture.

Nothing in this Fourth Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto, any benefit or any legal or equitable right, remedy or claim under this Fourth Supplemental Indenture.

SECTION 3.6. Conflict.

In the event that there is a conflict or inconsistency between the Original Indenture and this Fourth Supplemental Indenture, the provisions of this Fourth Supplemental Indenture shall control; provided, however, if any provision hereof limits, qualifies or conflicts with another provision herein or in the Original Indenture, in either case, which is required or deemed to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required or deemed provision shall control.

SECTION 3.7. Governing Law.

THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE OR ENTERED INTO AND, IN EACH CASE, PERFORMED, IN SAID STATE.

SECTION 3.8. Trustee.

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company.

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

[Signature pages to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed on the date and year first written above.



L BRANDS, INC. (f/k/a Limited Brands, Inc.)
By:	/s/ *TIMOTHY J. FABER*
	Name:	Timothy J. Faber
	Title:	Senior Vice President and Treasurer

[Signature Page to Fourth Supplemental Indenture]



GUARANTORS:
BATH & BODY WORKS BRAND
MANAGEMENT, INC.
BATH & BODY WORKS, LLC
BEAUTYAVENUES, LLC
INTIMATE BRANDS, INC.
INTIMATE BRANDS HOLDING, LLC
LIMITED BRANDS DIRECT FULFILLMENT, INC.
LIMITED BRANDS SERVICE COMPANY, LLC
LIMITED STORE PLANNING, INC.
MII BRAND IMPORT, LLC (F/K/A MAST INDUSTRIES, INC.)
VICTORIA’S SECRET DIRECT BRAND MANAGEMENT, LLC
VICTORIA’S SECRET STORES BRAND MANAGEMENT, INC.
VICTORIA’S SECRET STORES, LLC
By:	/s/ *TIMOTHY J. FABER*
	Name:	Timothy J. Faber
	Title:	Senior Vice President and Treasurer

[Signature Page to Fourth Supplemental Indenture]



U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ *SCOTT MILLER*
	Name:	Scott Miller
	Title:	Vice President

[Signature Page to Fourth Supplemental Indenture]

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	9/6/19
For Period end:	8/3/19
	6/30/19
	6/20/19	8-K
	1/23/18	8-K
	6/16/16	8-K
		List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/22/24  Bath & Body Works, Inc.           10-K        2/03/24   98:8.3M
 3/17/23  Bath & Body Works, Inc.           10-K        1/28/23  115:10M
 3/21/22  Bath & Body Works, Inc.           S-3ASR      3/21/22    8:2.9M                                   Toppan Merrill/FA
 3/18/22  Bath & Body Works, Inc.           10-K        1/29/22  125:12M
 3/19/21  Bath & Body Works, Inc.           10-K        1/30/21  113:11M

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Filing Submission 0000701985-19-000039 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

L Brands, Inc. – ‘10-Q’ for 8/3/19 – ‘EX-4.1’

On: Friday, 9/6/19, at 4:38pm ET · For: 8/3/19 · Accession #: 701985-19-39 · File #: 1-08344

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-4.1’ — Fourth Supplemental Indenture

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

5 Subsequent Filings that Reference this Filing

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents