BATH & BODY WORKS, INC. (formerly known as L BRANDS, INC.), THE GUARANTORS PARTY HERETO, as Guarantors and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August 2, 2021 to INDENTURE Dated as of...

Exhibit 4.28

BATH & BODY WORKS, INC. (formerly known as L BRANDS, INC.),

THE GUARANTORS PARTY HERETO, as Guarantors

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of August 2, 2021

INDENTURE

Dated as of October 30, 2015

TABLE OF CONTENTS

Page


ARTICLE 1 Definitions And Other Provisions Of General Application			2
Section 1.01. Definitions.			2
ARTICLE 2 Operation of Amendments			3
Section 2.01. Amendments.			3
ARTICLE 3 Miscellaneous			3
Section 3.01. Effect of First Supplemental Indenture.			3
Section 3.02. Effect of Headings.			3
Section 3.03. Successors and Assigns.			3
Section 3.04. Severability Clause.			4
Section 3.05. Benefits of First Supplemental Indenture.			4
Section 3.06. Conflict.			4
Section 3.07. Governing Law.			4
Section 3.08. Trustee.			4

FIRST SUPPLEMENTAL INDENTURE, dated as of August 2, 2021, among Bath & Body Works, Inc. (formerly known as L Brands, Inc.), a Delaware corporation (hereinafter called the “Company”), the Guarantors (as hereinafter defined) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as successor trustee hereunder (hereinafter called the “Trustee”).

RECITALS

WHEREAS, the Company and the Trustee entered into an indenture, dated October 30, 2015 (the “Base Indenture”), pursuant to which the Company issued its 6.875% Senior Notes due 2035;

WHEREAS, the Company on July 9, 2021 approved change of its name from “L Brands, Inc.” to “Bath & Body Works, Inc.” effective as of the August 2, 2021 (the “Name Change”);

WHEREAS, Intimate Brands, Inc. and Intimate Brands Holding, LLC merged and changed the name of the surviving entity to “Beauty Specialty Holding, LLC” (the “Merger”);

WHEREAS, L Brands Store Design & Construction, Inc. ceased to be a guarantor under the Senior Credit Facility;

WHEREAS, the Company on July 9, 2021 approved the spin-off of the Company’s Victoria’s Secret business (the “VS Business”) through the distribution in a tax-free spin-off to the Company’s stockholders of all of the outstanding capital stock of an entity comprising the VS Business (such transaction, the “Spin-Off Transaction”), which results in the Company’s transfer of equity interests in MII Brand Import, LLC (f/k/a Mast Industries, Inc.), L Brands Direct Fulfillment, LLC (f/k/a L Brands Direct Fulfillment, Inc.), Victoria’s Secret Direct Brand Management, LLC, Victoria’s Secret Stores Brand Management, LLC (f/k/a Victoria’s Secret Stores Brand Management, Inc.) and Victoria’s Secret Stores, LLC (collectively, the “VS Guarantors”) to Victoria’s Secret & Co. on August 2, 2021 (the “Distribution Date”), effective as of 11:59 p.m. ET;

WHEREAS, each of the VS Guarantors shall cease to be a Subsidiary of the Company as of the Distribution Date as a result of the Spin-Off Transaction;

WHEREAS, Section 10.04 of the Base Indenture provides that (i) in the event of a sale or other transfer of Equity Interests in a Guarantor or dissolution of a Guarantor in compliance with the terms of the Base Indenture following which such Guarantor ceases to be a Subsidiary or (ii) upon such Guarantor ceasing to be a borrower or guarantor under the Senior Credit Facility, then such Guarantor shall be automatically and unconditionally released from all of its obligations under its Guarantee and that the Trustee shall execute any documents reasonably requested by the Company or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under Article 10 of the Base Indenture;

WHEREAS, Section 9.01 of the Base 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, the Merger and to release each of L Brands Store Design & Construction, Inc. and the VS Guarantors automatically and unconditionally from all of its obligations under its Guarantee pursuant to the Base Indenture;

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

NOW, THEREFORE, THIS FIRST 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 1
Definitions And Other Provisions Of General Application

Section 1.01.Definitions.

The Base Indenture together with this First 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 Base Indenture as supplemented and amended by this First Supplemental Indenture. All capitalized terms which are used herein and not otherwise defined herein are defined in the Base Indenture and are used herein with the same meanings as in the Base Indenture.

For all purposes of this First 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 2
Operation of Amendments

Section 2.01. Amendments.

The Base Indenture is hereby amended by replacing each instance of “L Brands, Inc.” with “Bath & Body Works, Inc.” All references in the Base Indenture to the “Company” shall mean Bath & Body Works, Inc.

The Base Indenture is further amended by replacing the Guarantors with the Guarantors executing this First Supplemental Indenture.

ARTICLE 3
Miscellaneous

Section 3.01. Effect of First Supplemental Indenture.

(1) This First Supplemental Indenture is a supplemental indenture within the meaning of Section 9.01 of the Base Indenture, and the Base Indenture shall be read together with this First Supplemental Indenture and shall have the same effect over all of the Debt Securities, in the same manner as if the provisions of the Base Indenture and this First Supplemental Indenture were contained in the same instrument.

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

Section 3.02. Effect of Headings.

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

Section 3.03. Successors and Assigns.

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

Section 3.04. Severability Clause.

In case any provision in this First 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 3.05. Benefits of First Supplemental Indenture.

Nothing in this First 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 First Supplemental Indenture.

Section 3.06. Conflict.

In the event that there is a conflict or inconsistency between the Base Indenture and this First Supplemental Indenture, the provisions of this First Supplemental Indenture shall control; provided, however, if any provision hereof limits, qualifies or conflicts with another provision herein or in the Base 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 3.07. Governing Law.

THIS FIRST 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 3.08. Trustee.

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First 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 page to follow]

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


BATH & BODY WORKS, INC. (f/k/a L Brands, Inc.)
By:			/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
			Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
			Title: Senior Vice President and Treasurer


GUARANTORS: BATH & BODY WORKS BRAND MANAGEMENT, INC. BATH & BODY WORKS DIRECT, INC. BATH & BODY WORKS, LLC BEAUTYAVENUES, LLC BEAUTY SPECIALTY HOLDING, LLC (f/k/a INTIMATE BRANDS, INC. and INTIMATE BRANDS HOLDING, LLC) L BRANDS SERVICE COMPANY, LLC LA SENZA, INC.
By:			/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
			Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
			Title: Senior Vice President and Treasurer


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:			/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
			Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
			Title: Vice President

BATH & BODY WORKS, INC. (formerly known as L BRANDS, INC.), THE GUARANTORS PARTY HERETO, as Guarantors and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August 2, 2021 to INDENTURE Dated as of...

Document Metadata

Document Metadata

Table of Contents