Amendment and Restatement Agreement - Five Year Revolving Credit  Agreement



 Exhibit 4.7 
 AMENDMENT AND RESTATEMENT AGREEMENT 
 dated as of 
 March 22,2006 
 among 
 LIMITED BRANDS, INC., 
 The Lenders Party Hereto 
 JPMORGAN CHASE BANK, N.A., 
 as Administrative
Agent 
  

 J.P. MORGAN
SECURITIES INC., BANG OF AMERICA SECURITIES LLC and 
 CITIGROUP GLOBAL MARKETS INC., 
 as Joint Lead Arrangers and Joint Bookrunners 
 and 
 BANK OF AMERICA, N.A. and CITICORP NORTH AMERICA, INC., 
 as Co-Syndication Agents 







 AMENDMENT AND RESTATEMENT AGREEMENT dated as of March 22, 2006 (this “Amendment and
Restatement”). in respect of the AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of November 5, 2004 (the “Existing Credit Agreement”), amending and restating the Five-Year Revolving Credit Agreement
dated as of October 6, 2004, among LIMITED BRANDS, INC., a Delaware corporation (the “Borrower”); the LENDERS from time to time party hereto (the “Lenders”): and JPMORGAN CHASE BANK, N.A., as Administrative
Agent (in such capacity, the “Administrative Agent”). 
 The Borrower has requested that the Existing Credit Agreement be amended and
restated as set forth in Section 1 below and the other parties hereto are willing so to amend and restate the Existing Credit Agreement. Each capitalized term used but not defined herein has the meaning assigned thereto in the Existing Credit
Agreement as amended and restated hereby. 
 In consideration of the premises and the agreements herein contained, the parties hereto hereby agree, on the
terms and subject to the conditions set forth herein, as follows: 
 SECTION 1. Amendment and Restatement. Upon the effectiveness of this Amendment and
Restatement as provided in Section 3 below, the Existing Credit Agreement shall be amended and restated in the form in which it exists on the date hereof but with the following revisions (the Existing Credit Agreement, as so amended and
restated, being called the “Restated Credit Agreement”): 
 (a) Preamble. The first sentence of the preamble is hereby deleted and
replaced with the following sentence: 
 Reference is made to the Amended and Restated Five-Year Revolving Credit Agreement dated as of
November 5, 2004 (the “Existing Credit Agreement”), amending and restating the Five-Year Revolving Credit Agreement dated as of October 6,2004, among Limited Brands, Inc., the Lenders party thereto and JPMorgan Chase Bank,
N.A., as successor to JPMorgan Chase Bank, as Administrative Agent. The Borrower has requested the Lenders to amend and restate the Existing Credit Agreement in order to, among other things, (a) extend the Maturity Date (such term and each
other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I) and (b) amend the Applicable Rate. 







 (b) Section 1.01. Section 1.01 is hereby amended by deleting the definitions of the terms
“Administrative Agent”, “Applicable Rate”, “Maturity Date” and “Test Date” and adding the following definitions in proper alphabetical order to read as follows: 
 “Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder. 
 “Applicable Rate” means, for any day, with respect to any Eurodollar Revolving Loan, or with respect to the participation fees and
facility fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Eurodollar Spread”, “Participation Fee Rate” or “Facility Fee Rate”, as the case may be, based upon
the highest two of the three ratings by Fitch, S&P and Moody’s, respectively, applicable on such date to the Index Debt: 
  

													
	Index Debt	  	Eurodollar Spread	 	 	Participation Fee	 	 	Facility Fee	 
	 Ratings:
	  	Usage < 50%	 	 	Usage > 50%	 	 	Rate	 	 	Rate	 
	Category 1	  	0.230	%	 	0.330	%	 	0.330	%	 	0.070	%
	> A-/A-/A3	  			 			 			 		
					
	Category 2	  			 			 			 		
	BBB+/BBB+/	  	0.320	%	 	0.420	%	 	0.420	%	 	0.080	%
	Baal	  			 			 			 		
					
	Category 3	  			 			 			 		
	BBB/BBB/Baa2	  	0.350	%	 	0.450	%	 	0.450	%	 	0.100	%
					
	Category 4	  			 			 			 		
	BBB-/BBB-/Baa3	  	0.500	%	 	0.600	%	 	0.600	%	 	0.150	%
					
	Category 5	  			 			 			 		
	Lower	  	0.700	%	 	0.800	%	 	0.800	%	 	0.200	%

 For purposes of the foregoing, (a) if any of Fitch, S&P or Moody’s shall not have in
effect a rating for the Index Debt (other than by reason of the circumstances referred to in the last sentence of this definition) the Applicable Rate shall be determined on the basis of the rating agency or rating agencies that do then have ratings
for the Index Debt in effect, provided that if there are only two such ratings in effect and such ratings are not in the same Category, then the Applicable Rate will be determined by reference to the Category next above that of the lower of
such two ratings, (b) if none of Fitch, S&P and Moody’s has in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the last sentence of this definition) then the Index Debt shall be deemed to be
rated in Category 5, (c) the Index Debt shall be deemed to be rated in Category 5 at any time that an Event of Default has occurred and is continuing, (d) if all three ratings exist and the highest two of three ratings established or
deemed to have been established by Fitch, S&P and Moody’s for the Index Debt are not in the same Category, then the 
  

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 Applicable Rate will be determined by reference to the Category of the lower of such two ratings and
(e) if the ratings established or deemed to have been established by Fitch, S&P and Moody’s for the Index Debt shall be changed (other than as a result of a change in the rating system of Fitch, S&P or Moody’s), such change
shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in an Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately
preceding the effective date of the next such change. If the rating system of Fitch, S&P or Moody’s shall change, or if any such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the
Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system, or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, each Applicable Rate shall be
determined by reference to the rating most recently in effect prior to such change or cessation. 
 “Fitch” means Fitch
Ratings, Inc. 
 “Maturity Date” means the date that is five years after the Restatement Date. 
 “2006 Amendment and Restatement” means the Amendment and Restatement Agreement dated as of March 22,2006, relating to this
Agreement. 
 “Restatement Date” means the date on which the conditions specified in Section 3 of the 2006 Amendment and
Restatement are satisfied (or waived in accordance with Section 8.02). 
 “Test Date” means, if at the time the rating
of any two of Fitch, S&P and Moody’s with respect to the Index Debt (or if any such rating agency does not provide a rating with respect to the Index Debt, either of such other two rating agencies) shall be less than BBB-, BBB- or Baa3 and
the rating of the other such rating agency with respect to the Index Debt shall not be at least BBB-, BBB- or Baa3 (with, in the case of a rating of BBB-, BBB- or Baa3, stable outlook), or if there shall not be a rating in effect from such other
rating agency of the Index Debt, the date of any Borrowing hereunder (other than a Borrowing made hereunder solely for the purpose of paying maturing commercial paper of the Borrower) or the date of any issuance, amendment, renewal or extension of
any Letter of Credit. 
 (c) Section 3.04(a). Paragraph (a) of Section 3.04 is hereby amended by deleting the words “Fiscal Year
2003” and substituting therefor “Fiscal Year 2004” in each instance they appear and by deleting the words “second fiscal quarter of Fiscal Year 2004” and substituting therefor “third fiscal quarter of Fiscal Year
2005”. 
  

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 (d) Section 3.04(b). Paragraph (b) of Section 3.04 is hereby amended by deleting the date “January
31,2004” and substituting therefor “January 29, 2005”. 
 (e) Conditions. Section 4.01 is hereby deleted and replaced with:

 SECTION 4.01. Intentionally Omitted. 
 (f)
Section 5.01. Section 5.01 is hereby amended by adding at the end thereof the following: 
 (c) The Borrower may provide for
electronic delivery of the financial statements, certificates, reports and registration statements described in clauses (i),(ii),(iii), (iv),(v) and (vi) of paragraph (a) of this Section by posting such financial statements, certificates,
reports and registration statements on Intralinks or any similar service approved by the Administrative Agent, or delivering such financial statements, certificates, reports and registration statements to the Administrative Agent for posting on
Intralinks (or any such similar service). 
 (g) Section 5.08. Section 5.08 is hereby amended by deleting each occurrence of the phrase
“the date hereof and substituting therefor “November 5,2004”. 
 (h) Schedules. Schedule 2.01 and Schedule 3.05 are hereby deleted and
replaced with Schedule 2.01 and Schedule 3.05 to this Amendment and Restatement. It is understood that the effect of the replacement of Schedule 2.01 is to terminate the Commitments under (and as defined in) the Existing Credit Agreement of lenders
thereunder not listed on Schedule 2.01 to this Amendment and Restatement so that, as of the Restatement Date, the only Lenders and Commitments shall be as set forth on Schedule 2.01 to this Amendment and Restatement. 
 (i) Restatement Date. From and after the Restatement Date (as defined below), all references in the Restated Credit Agreement to “the date hereof, “the
date of this Agreement” or other words or phrases of similar import shall be deemed references to the date of this Amendment and Restatement. 
 SECTION
2. Representations and Warranties. The Borrower represents and warrants that: 
 (a) At the time of and after giving effect to this Amendment and
Restatement, the representations and warranties set forth in the Restated Credit Agreement are true and correct with the same effect as if made on the Restatement Date, except to the extent such representations and warranties expressly relate to an
earlier date (in which case such representations and warranties are true and correct as of such earlier date). 
  

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 (b) At the time of and after giving effect to this Amendment and Restatement, no Default has occurred and is continuing.

 SECTION 3. Conditions to Effectiveness. This Amendment and Restatement and the obligations of the Lenders to make Loans under the Restated Credit
Agreement shall become effective on the date (the “Restatement Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 8.02 of the Restated Credit Agreement): 
 (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Amendment and Restatement signed on behalf
of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment and Restatement) that such party has signed a counterpart of this Amendment
and Restatement. 
 (b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the
Restatement Date) of each of (i) Samuel P. Fried, Esq., General Counsel of the Borrower, and (ii) Davis Polk & Wardwell, counsel for the Borrower, substantially in the form of Exhibits B-l and B-2, respectively, and covering such
other matters relating to the Borrower, this Amendment and Restatement, the Restated Credit Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.

 (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request
relating to the organization, existence and good standing of the Borrower, the authorization of this Amendment and Restatement and any other legal matters relating to the Borrower, this Amendment and Restatement or the Restated Credit Agreement, all
in form and substance satisfactory to the Administrative Agent and its counsel. 
 (d) The Administrative Agent shall have received a certificate, dated the
Restatement Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 2 of this Amendment and Restatement.

 (e) If any “Lender” under (and as defined in) the Existing Credit Agreement is not identified on Schedule 2.01 hereto as a Lender under the
Restated Credit Agreement, then (i) the “Commitment” of each such Lender under (and as defined in) the Existing Credit Agreement shall be terminated, and (ii) this Amendment and Restatement shall have been signed by Lenders
constituting the “Required Lenders” under (and as defined in) the Existing Credit Agreement. 
 (f) Unless the Lenders and their respective
Commitments under the Restated Credit Agreement as of the Restatement Date will remain the same as those of the 
  

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 “Lenders” under (and as defined in) the Existing Credit Agreement, then on the Restatement Date the Borrower
shall pay all fees and interest accrued for the account of the “Lenders” under (and as defined in) the Existing Credit Agreement and prepay any and all “Loans” outstanding under (and as defined in) the Existing Credit Agreement
in accordance with the Existing Credit Agreement (without prejudice to the Borrower’s right to borrow under and in accordance with the Restated Credit Agreement on the Restatement Date in order to effect such prepayment). 
 (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including, to the extent invoiced,
reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. 
 (h) The Administrative Agent shall be
satisfied that the Amendment and Restatement Agreement dated as of the date hereof, with respect to the Amended and Restated Term Loan Credit Agreement dated as of November 5,2004, among the Borrower, the Lenders party there and JPMorgan Chase
Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement. 
 (i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including the Patriot Act. 
 The Administrative Agent shall notify the Borrower and the Lenders in writing of the
Restatement Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 8.02
of the Restated Credit Agreement) at or prior to 3:00 p.m., New York City time, on March 31, 2006 (and, in the event such conditions are not so satisfied or waived, this Amendment and Restatement shall terminate at such time). 
 SECTION 4. Agreement. Except as specifically stated herein, the provisions of the Existing Credit Agreement are and shall remain in full force and effect. As used
therein, the terms “Credit Agreement”, “herein”, “hereunder”, “hereinafter”, “hereto”, “hereof and words of similar import shall, unless the context otherwise requires, refer to the Restated
Credit Agreement. 
 SECTION 5. Expenses. The Borrower agrees to reimburse the Administrative Agent for the out-of-pocket expenses incurred by it in
connection with this Amendment and Restatement, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent. 
 SECTION 6. Counterparts. This Amendment and Restatement may be executed in any number of counterparts and by different parties hereto on separate 
  

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 counterparts, each of which when so executed and delivered shall be deemed an original, but all of which when taken
together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment and Restatement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. 

SECTION 7. Applicable Law. THIS AMENDMENT AND RESTATEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 SECTION 8. Headings. The headings of this Amendment and Restatement are for purposes of reference only and shall not limit or otherwise affect the
meaning hereof. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Restatement to be duly executed by their respective
authorized officers as of the day and year first above written. 
  

			
	LIMITED BRANDS, INC.,
		
	by	 	 /s/ Timothy J. Faber

	Name:	 	Timothy J. Faber
	Title:	 	Vice President, Treasurer
	
	 JPMORGAN CHASE BANK, N.A.,
 individually and
as Administrative Agent,

		
	by	 	 /s/ Barry Bergman

	Name:	 	BARRY BERGMAN
	Title:	 	MANAGING DIRECTOR


  

 8 









			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	Name of Institution: Bank of America, N.A.
		
	by	 	 /s/ John Pocalyko

	Name:	 	 John Pocalyko

	Title:	 	Senior Vice President










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	Name of Institution: Citicorp North America, Inc
		
	by	 	 /s/ John McQuiston

	Name:	 	JOHN McQUISTON
	Title:	 	Vice President & Director










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	Name of Institution: HSBC BANK USA, N.A.
		
	by	 	 /s/ Sam Opitz

	Name:	 	Sam Opitz
	Title:	 	AVP 










			
	SIGNATURE PAGE TO AMENDMENT
	AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED BRANDS, INC., THE LENDERS
PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	Name of Institution: Wachovia Bank, National
                                  Association
		
	by	 	 /s/ Susan T. Gallagher

	Name:	 	Susan T. Gallagher
	Title:	 	Vice President










			
	SIGNATURE PAGE TO AMENDMENT
	AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED BRANDS, INC., THE LENDERS
PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	Name of Institution: THE BANK OF NEW YORK
		
	by	 	 /s/ Randolph E.J. Medrano

	Name:	 	Randolph E.J. Medrano
	Title:	 	Vice President










			
	SIGNATURE PAGE TO AMENDMENT
	AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED BRANDS, INC., THE LENDERS
PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	Name of Institution: Mizuho Corporate Bank, Ltd
		
	by	 	 /s/ Bertram H. Tang

	Name:	 	Bertram Tang
	Title:	 	Senior Vice President & Team Leader










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	Chicago Branch
		
	by	 	 /s/ Tsuguyuki Umene

	Name	 	TSUGUYUKI UMENE
	Title	 	DEPUTY GENERAL MANAGER










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	Name of Institution: BNP Paribas
		
	by	 	 /s/ Curt Price

	Name:	 	Curt Price
	Title:	 	Managing Director
		
		 	 /s/ Paul Harris

	Name:	 	Paul Harris
	Title:	 	Managing Director










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	Name of Institution: KeyBank National Association
		
	by	 	 /s/ Marianne T. Meil

	Name:	 	Marianne T. Meil
	Title:	 	Senior Vice President










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	Name of Institution: The Royal Bank of Scotland plc
		
	by	 	 /s/ Michaela V. Galluzzo

	Name:	 	Michaela V. Galluzzo
	Title:	 	Vice President










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	LaSalle Bank National Association:
		
	by	 	 /s/ Steve Shepard

	Name:	 	Steve Shepard
	Title:	 	SVP










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
		
	Name of Institution:	 	The governor and company of The Bank of Ireland


  

					
	by	 	 /s/ Carla Ryan
	 	 /s/ Philip Allen

	Name:	 	CARLA RYAN	 	PHILIP ALLEN
	Title	 	Authorised Signatory	 	Authorised Signatory










			
	 SIGNATURE PAGE TO AMENDMENT
 AND
RESTATEMENT DATED AS OF
 MARCH 22, 2006, TO THE AMENDED
 AND
RESTATED FIVE-YEAR
 REVOLVING CREDIT AGREEMENT
 DATED AS OF
NOVEMBER 5, 2004,
 AMONG LIMITED BRANDS, INC., THE
 LENDERS PARTY
THERETO AND
 JPMORGAN CHASE BANK, N.A., AS
 ADMINISTRATIVE
AGENT










		
	Name of Institution:	 	 STANDARD CHARTERED BANK
 ONE MADISON
AVENUE
 NEW YORK, NY 10010-3603



  

			
	by	 	 /s/ Mark Sims

	Name:	 	Mark Sims
	Title:	 	Senior Vice President


  

	
	 /s/ Robert K. Reddington

	ROBERT K. REDDINGTON
	AVP/CREDIT DOCUMENTATION
	CREDIT RISK CONTROL
	STANDARD CHARTERED BANK N.Y.










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED BRANDS,
INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
		
	By	 	
	
	Wells Fargo Bank, N. A.
	
	 /s/ Melissa Nachman

	Name:	 	Melissa Nachman
	Title:	 	Vice President
	
	 /s/ Marc-Philippe Piche

	Name:	 	Marc-Philippe Piche
	Title:	 	Associate










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	Name of Institution: Sun Trust Bank
		
	by	 	 /s/ Heidi M. Khambatta

	Name:	 	Heidi m. Khambatta
	Title:	 	Director










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	FIFTH THIRD BANK, AN OHIO BANKING CORPORATION
		
	by	 	 /s/ Christopher D. Jones

	Name:	 	CHRISTOPHER D. JONES
	Title:	 	VICE PRESIDENT










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	Name of Institution: National City Bank
		
	by	 	 /s/ Jennifer Taliaferro

	Name:	 	Jennifer Taliaferro
	Title:	 	Relationship Manager










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	Name of Institution: PNC Bank National Association
		
	by	 	 /s/ Julie S. Springer

	Name:	 	Julie S. Springer
	Title	 	Vice President










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004. AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	Name of Institution: US Bank National Association
		
	by	 	 /s/ Heather Hinkelman

	Name:	 	Heather Hinkelman
	Title:	 	Banking Officer










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	Name of Institution: Union Bank of California, N.A.
		
	by	 	 /s/ Ching Lim

	Name:	 	Ching Lim
	Title:	 	Vice President










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	Name of Institution: BANCO BILBAO VIZCAYA
                                 ARGENTARIA SA
		
	by	 	 /s/ Hector O. Villegas

	Name:	 	HECTOR O. VILLEGAS
	Title:	 	Vice President
		 	Global Corporate Banking
		 	
		 	 /s/ Glampaolo Consigliere

		 	Vice President
		 	Global Trade Finance










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	 Name of Institution: First Commercial Bank New
                                  York Agency

		
	by	 	 /s/ Bruce M. J. Ju

	Name:	 	Bruce M. J. Ju
	Title:	 	VP & General Manager










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	Name of Institution: Huntington National Bank
		
	by	 	 /s/ John M . Luehmann

	Name:	 	John M . Luehmann
	Title:	 	Vice President










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	Name of Institution: Malayan Banking Berhad
		
	by	 	 /s/ Fauzi Zulkifli

	Name:	 	Fauzi Zulkifli
	Title:	 	General Manager










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	Name of Institution: Sovereign Bank
		
	by	 	 /s/ Elisabet Hayes

	Name:	 	Elisabet Hayes
	Title:	 	Vice President










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	 Name of Institution: Hua Nan Commercial Bank,
                                   LTD. New York
Agency

		
	by	 	 /s/ Te-Chin Wang

	Name:	 	Te-Chin Wang
	Title:	 	Assistant General Manager










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	Name of Institution: The Northern Trust Company
		
	by	 	 /s/ John A. Konstantos

	Name:	 	John A. Konstantos
	Title:	 	Vice President










			
	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT DATED AS OF MARCH 22, 2006, TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2004, AMONG LIMITED
BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
	
	 Name of Institution: E. Sun Commercial Bank, Ltd.
                                   Los Angeles
Branch

		
	by	 	 /s/ Benjamin Lin

	Name:	 	Benjamin Lin
	Title:	 	EVP & General Manager









 Schedule 2.01 
  

				
	 Lender
	  	Commitment
	 JPMorgan Chase Bank, N.A.
	  	$	76,666,667
	 Bank of America, N.A.
	  	 	76,666,667
	 Citicorp North America, Inc.
	  	 	76,666,667
	 HSBC Bank USA, National Association
	  	 	60,000,000
	 Wachovia Bank, N.A.
	  	 	60,000,000
	 The Bank of New York
	  	 	56,666,667
	 Mizuho Corporate Bank, Ltd.
	  	 	50,000,000
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd., Chicago Branch
	  	 	48,000,000
	 BNP Paribas
	  	 	46,666,667
	 KeyBank National Association
	  	 	46,666,667
	 The Royal Bank of Scotland plc
	  	 	46,666,667
	 LaSalle Bank National Association
	  	 	33,333,333
	 The Governor and Company of The Bank of Ireland
	  	 	33,333,333
	 Standard Chartered Bank
	  	 	33,333,333
	 Wells Fargo Bank
	  	 	33,333,333
	 SunTrust Bank
	  	 	26,666,667
	 Fifth Third Bank
	  	 	20,000,000
	 National City Bank
	  	 	20,000,000
	 PNC Bank, National Association
	  	 	20,000,000
	 U.S. Bank National Association
	  	 	20,000,000
	 Union Bank of California, N.A.
	  	 	18,666,667
	 Banco Bilbao Vizcaya Argentaria SA
	  	 	13,333,333
	 First Commercial Bank, New York Agency
	  	 	13,333,333
	 The Huntington National Bank
	  	 	13,333,333
	 Malayan Banking Berhad
	  	 	13,333,333
	 Sovereign Bank
	  	 	13,333,333
	 Hua Nan Commercial Bank, LTD, New York Agency
	  	 	10,000,000
	 The Northern Trust Company
	  	 	10,000,000
	 E. Sun Commercial Bank, Ltd. Los Angeles Branch
	  	 	10,000,000
	TOTAL	  	$	1,000,000,000