Exhibit 4.1


 


 


 


 


 


 


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


 


THE GUARANTORS PARTY HERETO, as Guarantors


 


and


 


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


 


as Trustee


 


_________________________________


 


ELEVENTH SUPPLEMENTAL INDENTURE


 


Dated as of October 16, 2020


 


to


 


INDENTURE


 


Dated as of March 15, 1988


 


_________________________________


 


 


 


 


 


 


 


 




     


     


    

 


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 Eleventh 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 Eleventh Supplemental Indenture.	4
	SECTION 3.6.	Conflict.	4
	SECTION 3.7.	Governing Law.	4
	SECTION 3.8.	Trustee.	4


 



     


     


    

 


ELEVENTH SUPPLEMENTAL INDENTURE, dated as
of October 16, 2020, among L Brands, Inc. (formerly known as Limited 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 March 15, 1988 (the “Base Indenture”), as amended by the first supplemental indenture,
dated May 31, 2005 (the “First Supplemental Indenture”), as further amended by the second supplemental indenture,
dated July 17, 2007 (the “Second Supplemental Indenture”), as further amended by the third supplemental indenture,
dated May 4, 2010 (the “Third Supplemental Indenture”), as further amended by the fourth supplemental indenture,
dated January 29, 2011 (the “Fourth Supplemental Indenture”), as further amended by the fifth supplemental indenture,
dated March 25, 2011 (the “Fifth Supplemental Indenture”), as further amended by the sixth supplemental indenture,
dated February 7, 2012 (the “Sixth Supplemental Indenture”), as further amended by the seventh supplemental
indenture, dated March 22, 2013 (the “Seventh Supplemental Indenture”), as further amended by the eighth supplemental
indenture, dated October 16, 2013 (the “Eighth Supplemental Indenture”), and as further amended by the ninth
supplemental indenture, dated January 30, 2015 (the “Ninth Supplemental Indenture”), as further amended by the
tenth supplemental indenture, dated June 30, 2019 (the “Tenth Supplemental Indenture” and, together with the
Base Indenture, as also amended by the First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture,
Fourth Supplemental Indenture Fifth Supplemental Indenture, Sixth Supplemental Indenture, Seventh Supplemental Indenture, Eighth
Supplemental Indenture and the Ninth 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, the Company wishes to amend the Sixth
Supplemental Indenture pursuant to which the Company issued its 5.625% Senior Notes due 2022 (the “Notes”),
to remove certain provisions related to the Notes contained in the Sixth Supplemental Indenture;


 


WHEREAS, Section 1302 of the Base Indenture
provides that a supplemental indenture may be entered into by the Company and the Trustee with the consent of not less than a majority
in aggregate principal amount of the Debt Securities of the Holders of such series of Debt Securities which are affected by such
supplemental indenture, voting as a single class (the “Requisite Consent”) for specified purposes stated therein;


 


WHEREAS, upon the terms and subject to the
conditions set forth in its Offer to Purchase and Consent Solicitation Statement, dated as of September 16, 2020 (as amended by
press releases issued by the Company on September 16, 2020, and September 30, 2020, the “Consent Solicitation Statement”),
the Company has solicited consents (the “Consent Solicitation”) of, among others, the Holders of the Notes to
certain proposed amendments to the Sixth Supplemental Indenture requiring the Requisite Consent of Holders and to the execution
of this Eleventh Supplemental Indenture, as described in more detail in the Consent Solicitation Statement, and the Company has
now obtained such Requisite Consent of such Holders, and, as such, this Eleventh Supplemental Indenture, the amendments set forth
herein and the Trustee’s entry into this Eleventh Supplemental Indenture are authorized pursuant to Section 1302 of the Base
Indenture;


 


WHEREAS, all things necessary to make this
Eleventh 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 ELEVENTH 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
Eleventh 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 Eleventh 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 Eleventh 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) 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


 


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


 


ARTICLE TWO


OPERATION OF AMENDMENTS


 


SECTION 2.1. Amendments.


 


Pursuant to Section 1302 of the Indenture,
the Company and the Trustee (in the case of the Trustee, acting in reliance upon the instructions and directions of the Holders
who have validly delivered consents representing the Requisite Consent pursuant to the Consent Solicitation) hereby agree to amend
or supplement certain provisions of the Sixth Supplemental Indenture in respect of the 2022 Notes as follows:


 


(a) Section 1.1 (Definitions) is hereby amended with
respect to the definition of “Officers’ Certificate” and restated by the following:


 


“‘Officer’s Certificate’
means a certificate signed on behalf of the Company by the Chairman of the Board of Directors, the President, an Executive Vice
President of the Company, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company.”


 


(b) Section 5.3 (Reports) is hereby amended and restated
in its entirety by the following:


 


“The Company shall comply with the provisions
of Section 314(a) of the Trust Indenture Act to the extent applicable.”


 


(c) Section 5.5 (Change of Control) is deleted in its
entirety. In addition, the definitions for “Below Investment Grade Rating Event,” “Change of Control Offer,”
“Change of Control Notice,” “Change of Control Payment” and “Continuing Directors” contained
in Section 1.1 are deleted in their entirety.


 






     


     


    

 


ARTICLE THREE


MISCELLANEOUS


 


SECTION 3.1. Effect of Eleventh Supplemental Indenture.


 


(1) This Eleventh Supplemental Indenture is
a supplemental indenture within the meaning of Section 1302 of the Original Indenture, and the Original Indenture shall be read
together with this Eleventh 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 Eleventh 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 Eleventh 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 Eleventh
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 Eleventh 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 Eleventh Supplemental Indenture.


 


Nothing in this Eleventh 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 Eleventh Supplemental Indenture.


 


SECTION 3.6. Conflict.


 


In the event that there is a conflict or inconsistency
between the Original Indenture and this Eleventh Supplemental Indenture, the provisions of this Eleventh 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 ELEVENTH 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 Eleventh 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 Eleventh Supplemental Indenture to be duly executed on the date and year first written above.


 


 


	 	L BRANDS, INC.
	 	 
	 	By:	/s/ Timothy J. Faber
	 	 	Name:	Timothy J. Faber
	 	 	Title:	Senior Vice President and Treasurer


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Eleventh Supplemental
Indenture]




 


 






     


     


    

 


 


	 
	 	 	 	 
	 	GUARANTORS:
	 	BATH & BODY WORKS BRAND
	 	
        MANAGEMENT, INC. 

	 	BATH & BODY WORKS DIRECT, INC.
	 	BATH & BODY WORKS, LLC
	 	BEAUTYAVENUES, LLC
	 	DIRECT FACTORING, LLC
	 	DISTRIBUTION LAND COMPANY, LLC
	 	INTIMATE BRANDS, INC.
	 	INTIMATE BRANDS HOLDING, LLC
	 	LIMITED BRANDS DIRECT FULFILLMENT, INC.
	 	LIMITED BRANDS SERVICE COMPANY, LLC
	 	MII BRAND IMPORT, LLC
	 	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 Eleventh Supplemental
Indenture]


 






     


     


    

 


 


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


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Eleventh Supplemental
Indenture]