Exhibit
10.6


 


EXECUTION
COPY


 


 


TRANSITION
SERVICES AGREEMENT


 


dated as of


 


November  27, 2002


 


between


 


LERNER NEW YORK HOLDING, INC.,


 


NY & CO. GROUP, INC.


 


and


 


LIMITED BRANDS, INC.


 

















 


	
  ARTICLE
  1 DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  Section 1.01 Definitions

  	
   

  
	
  Section 1.02 Internal Reference

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  2 PURCHASE AND SALE OF SERVICES

  	
   

  
	
   

  	
   

  
	
  Section 2.01 Purchase and Sale of Services

  	
   

  
	
  Section 2.02 Additional Services

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  3 SERVICE COSTS

  	
   

  
	
   

  	
   

  
	
  Section 3.01 Service Costs Generally

  	
   

  
	
  Section 3.02 Subcontractors

  	
   

  
	
  Section 3.03 Title to Equipment; Methods

  	
   

  
	
  Section 3.04 Customary Billing

  	
   

  
	
  Section 3.05 Pass-Through Billing

  	
   

  
	
  Section 3.06 Percent of Sales Billing

  	
   

  
	
  Section 3.07 Fixed Fee Billing

  	
   

  
	
  Section 3.08 Capital Investments

  	
   

  
	
  Section 3.09 Invoicing and Settlement of
  Costs

  	
   

  
	
  Section 3.10 Amended Schedules

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  4 PROVISION OF SERVICES; INDEMNIFICATION

  	
   

  
	
   

  	
   

  
	
  Section 4.01 General Standard of Service

  	
   

  
	
  Section 4.02 Ownership of Products

  	
   

  
	
  Section 4.03 Review Meetings

  	
   

  
	
  Section 4.04 Limitation of Liability

  	
   

  
	
  Section 4.05 Indemnification of Limited
  Brands by Buyer and Target

  	
   

  
	
  Section 4.06 Indemnification of Buyer By
  Limited Brands

  	
   

  
	
  Section 4.07 Notice of Certain Matters

  	
   

  
	
  Section 4.08 Indemnification Procedures

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  5 TERM AND TERMINATION

  	
   

  
	
   

  	
   

  
	
  Section 5.01 Term

  	
   

  
	
  Section 5.02 Termination of the Parties

  	
   

  
	
  Section 5.03 Effect of Termination

  	
   

  
	
  Section 5.04 Notification of Change of
  Control

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  6 MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
  Section 6.01 Confidential Information;
  Non-Solicitation

  	
   

  
	
  Section 6.02 Audits

  	
   

  
	
  Section 6.03 No Agency

  	
   

  
	
  Section 6.04 Force Majeure

  	
   

  
	
  Section 6.05 Entire Agreement; Successors
  and Assigns

  	
   

  
	
  Section 6.06 Notices

  	
   

  
	
  Section 6.07 Governing Law

  	
   

  
	
  Section 6.08 Jurisdiction

  	
   

  



 


i

















 


	
  Section 6.09 WAIVER OF JURY TRIAL

  	
   

  
	
  Section 6.10 Severability

  	
   

  
	
  Section 6.11 Amendments and Waivers

  	
   

  
	
  Section 6.12 Counterparts

  	
   

  
	
  Section 6.13 Captions; Certain Terms

  	
   

  
	
  Section 6.14 Fiscal Periods, Fiscal Years

  	
   

  
	
  Section 6.15 Guaranty

  	
   

  



 


 


	
  Appendix A

  	
   

  	
  —

  	
   

  	
  Scheduled Consents

  
	
  Appendix B

  	
   

  	
  —

  	
   

  	
  Employee List

  
	
  Appendix C

  	
   

  	
  —

  	
   

  	
  Cost Methodologies

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule
  I

  	
   

  	
  —

  	
   

  	
  Human
  Resources and Benefits Services

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule II

  	
   

  	
  —

  	
   

  	
  Information Technology
  Services

  
	
   

  	
   

  	
  —

  	
   

  	
  Appendix A:

  	
  Associates’ Use of Electronic
  Equipment/Information and Communications

  
	
   

  	
   

  	
  —

  	
   

  	
  Appendix B:

  	
  Business Application Software

  
	
   

  	
   

  	
  —

  	
   

  	
  Appendix C:

  	
  Computer-Related
  Equipment On-Site at Lerner

  
	
   

  	
   

  	
  —

  	
   

  	
  Appendix D:

  	
  Costs
  for Information Technology Services

  
	
   

  	
   

  	
  —

  	
   

  	
  Appendix D-1:

  	
  LTS Cost
  Allocations Fiscal Year 2002

  
	
   

  	
   

  	
  —

  	
   

  	
  Appendix D-2:

  	
  LTS Cost
  Allocation Fiscal Year 2003

  
	
   

  	
   

  	
  —

  	
   

  	
  Appendix E:

  	
  LTS Service Level
  Partnership

  
	
   

  	
   

  	
  —

  	
   

  	
  Appendix F:

  	
  Peak Season Plan

  
	
   

  	
   

  	
  —

  	
   

  	
  Appendix G:

  	
  Lerner Dedicated Personnel

  
	
   

  	
   

  	
  —

  	
   

  	
  Appendix H:

  	
  Form of Quitclaim License

  
	
   

  	
   

  	
  —

  	
   

  	
  Appendix I:

  	
  Form of
  Quitclaim License

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule III

  	
   

  	
  —

  	
   

  	
  Logistics and Related Services

  
	
   

  	
   

  	
  —

  	
   

  	
  Appendix A:

  	
  Service Level
  Partnership Guideline

  
	
   

  	
   

  	
  —

  	
   

  	
  Appendix B:

  	
  Reports
  Received from the Distribution Center

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule IV

  	
   

  	
  —

  	
   

  	
  Store Design and Store Construction
  Services

  
	
   

  	
   

  	
  —

  	
   

  	
  Appendix A:

  	
  Schedules
  Completed Stores

  
	
   

  	
   

  	
  —

  	
   

  	
  Appendix B:

  	
  Monthly
  Operating Allocation by Cost Center

  
	
   

  	
   

  	
  —

  	
   

  	
  Appendix C:

  	
  List
  of Store Fixtures

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule V

  	
   

  	
  —

  	
   

  	
  Real
  Estate Services

  
	
   

  	
   

  	
  —

  	
   

  	
  Appendix A:

  	
  Monthly
  Operating Allocation by Cost Center

  
	
   

  	
   

  	
  —

  	
   

  	
  Appendix B:

  	
  Leases in Negotiation; List of Personnel

  
	
   

  	
   

  	
  —

  	
   

  	
  Appendix C:

  	
  Special
  Provisions for Certain Lease Locations

  
	
   

  	
   

  	
  —

  	
   

  	
  Appendix D:

  	
  Leases
  Currently in Documentation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule VI

  	
   

  	
  —

  	
   

  	
  Tax Services

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule VII

  	
   

  	
  —

  	
   

  	
  Treasury and Cash
  Management Services

  



 


ii

















 


	
  Schedule VIII

  	
   

  	
  —

  	
   

  	
  Limited Travel
  Logistics Support Services

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule IX

  	
   

  	
  —

  	
   

  	
  London Buying Office Support Services

  



 


iii

















 


TRANSITION
SERVICES AGREEMENT


 


This Transition Services Agreement (this “Agreement”)
is entered into as of November 27, 2002 by and between Lerner
New York Holding, Inc., a Delaware corporation (“Target”), NY & Co. Group, Inc., a
Delaware corporation (“Buyer”), and Limited Brands, Inc., a
Delaware corporation (“Limited Brands”).


 


W I T N E S S E T H:


 


WHEREAS, Buyer has acquired all of the outstanding
capital stock of Target pursuant to the Stock Purchase Agreement (the “Stock
Purchase Agreement”) dated as of November 22, 2002, among
Limited Brands, LFAS, Inc. and Buyer;


 


WHEREAS, Limited Brands has heretofore provided to
Target and its Subsidiaries certain administrative, financial, management
information technology, logistics and other services; and


 


WHEREAS, Buyer and Target desire to obtain certain
services from Limited Brands, on the terms and subject to the conditions set
forth herein.


 


NOW, THEREFORE, the parties hereto agree as follows:


 


 


ARTICLE 1

DEFINITIONS


 


Section 1.01  Definitions.  (a) All terms used but not defined herein
shall have the meanings ascribed to them in the Stock Purchase Agreement.  The following terms, as used herein, have
the following meanings, applicable to both the singular and the plural forms of
the terms described:


 


“Affiliate” means, with respect to any Person, any
Person directly or indirectly controlling, controlled by, or under common
control with such other Person.  For
purposes of this definition, “control” when used with respect to any Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise, and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.


 


“Agreement” has the meaning ascribed thereto
in the preamble hereto, as such agreement may be amended and supplemented from
time to time in accordance with its terms.


 


“Change of Control of Buyer” means
(1) prior to the occurrence of a fully distributed public offering of
stock or other securities (“IPO”)
of Buyer,


 

















 


Bear Stearns Merchant Banking II, L.P. (“BSMB”) or one or more of its Affiliates,
collectively cease to (x) own (directly or indirectly) at least 50% of the
Total Voting Power of Buyer, or (y) have (directly or indirectly) the right to
appoint a majority of the members of the board of directors of Buyer;
(2) following the occurrence of an IPO of Buyer, BSMB or one or more of
its Affiliates, collectively cease to own (directly or indirectly) at least 35%
of the Total Voting Power of, and no other person or group (as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended)
beneficially owns more than 35% of, the Total Voting Power of Buyer;
(3) any merger, consolidation or other business combination of Buyer, or
any direct or indirect parent entity of Buyer (for the avoidance of doubt, any
merger, consolidation or other business combination of BSMB and its Affiliates
shall not be covered hereunder) with any Person after giving effect to which
BSMB or one or more of its Affiliates, collectively cease (A) prior to the
occurrence of an IPO of Buyer, to (x) own (directly or indirectly) at least 50%
of the Total Voting Power of the surviving entity of such merger, consolidation
or other business combination of Buyer, or (y) have (directly or indirectly)
the right to appoint a majority of the members of the board of directors of the
surviving entity of such merger, consolidation or other business combination of
Buyer, or (B) following the occurrence of an IPO of Buyer, BSMB or one or
more of its Affiliates, collectively cease to own (directly or indirectly) at
least 35% of the Total Voting Power of, and no other person or group (as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended)
beneficially owns more than 35% of, the Total Voting Power of the surviving
entity of such merger, consolidation or other business combination of Buyer; or
(4) the direct or indirect acquisition by any Person or group of Persons of 50%
or more of the consolidated assets of Buyer and its Subsidiaries.


 


“Change of Control
of Buyer’s Subsidiary” means with respect to any direct or indirect
Subsidiary of Buyer, Buyer or one or more of its Affiliates, collectively cease
to (x) own (directly or indirectly) at least 50% of the Total Voting Power of
such Subsidiary, or (y) have (directly or indirectly) the right to appoint a
majority of the members of the board of directors of such Subsidiary.


 


“Fiscal periods” or “fiscal
years” All references to fiscal periods or fiscal years contained
herein in this Agreement and in the Schedules attached hereto refer to the
fiscal year or fiscal period of Limited Brands.


 


“Laws”
means any law, statute (including all applicable building, zoning, subdivision,
health and safety and other land use statutes), regulation, rule, permit,
license, certificate, judgment, order, award or other legally binding decision
or requirement of any arbitrator, court, government or governmental agency or
instrumentality (domestic or foreign).


 


2

















 


“Lerner”
as used in the Schedules attached hereto means Buyer and its Subsidiaries, as
applicable, except  that all
references to Lerner in Section 3.3 of Schedule II attached hereto shall be
deemed to be references to Target.


 


“Limited Brands Entities” means Limited
Brands and its Subsidiaries, and “Limited Brands Entity” shall mean any of
the Limited Brands Entities.


 


“Logistics Services”
has the meaning ascribed to such term on Schedule III attached hereto.


 


“Person”
means an individual, corporation, partnership, limited liability company,
association, trust or other entity or organization, including a government or
political subdivision or an agency or instrumentality thereof.


 


“Products” means apparel and accessory (of a
type typically sold by Buyer and its Subsidiaries) merchandise acquired for
sale by Buyer and its Subsidiaries.


 


“Reference Rate”
means the rate per annum equal to the “Prime Rate” as published in the Wall
Street Journal, Eastern Edition.


 


“Schedules” means Schedules I – IX hereto
and any additional Schedule hereto by written agreement of the parties.


 


“Service Entity”
means any entity (other than any Limited Brands Entity and Buyer and its
Subsidiaries) to which services comparable to those described under this
Agreement are provided by any Limited Brands Entities.


 


“Services” means one or more of the various
services described in any of the Schedules.


 


“Significant Increase” means with respect to
Logistics Services an aggregate annual increase of more than (x) $100,000
with respect to any allocated overhead and (y) $250,000 with respect to any
other allocated cost (each such amount as annually adjusted for changes
pursuant to the U.S. Department of Commerce Services Index).


 


“Subsidiary” means, at any time, with
respect to any Person (the “Subject Person”), (1) any Person of
which either (x) more than 50% of the shares of stock or other interests
entitled to vote in the election of directors or comparable Persons performing
similar functions (excluding shares or other interests entitled to vote only
upon the failure to pay dividends thereon or other contingencies) or (y) more
than a 50% interest in the profits or capital of such Person, are at the time
owned or controlled directly or indirectly by the Subject Person or
(2) any Person whose assets, or portions thereof, are consolidated with
the net earnings of the Subject Person and are recorded on the books of the
Subject Person for financial reporting purposes in accordance with generally


 


3

















 


accepted accounting principles in effect in the
country in which the Subject Person is incorporated.


 


“Total Voting Power” with respect to any
Person means the total combined voting power of all securities of such Person
entitled to vote generally in the election of directors of such Person.  For so long as Buyer has a classified board,
the term “Total Voting Power” means, with respect to Buyer, the combined voting
power of those classes or series of capital stock of Buyer having the power to
elect directors of Buyer.


 


(b)                                 Each
of the following terms is defined in the Section set forth opposite such term:


 


	
  Term

  	
   

  	
  Section

  	
   

  
	
  Additional Consents

  	
   

  	
  2.01

  	
   

  
	
  Additional
  Services

  	
   

  	
  2.02

  	
   

  
	
  Allocated
  Cost

  	
   

  	
  3.01

  	
   

  
	
  BSMB

  	
   

  	
  1.01

  	
   

  
	
  Buyer
  Obligations

  	
   

  	
  6.15

  	
   

  
	
  Capital
  Investments

  	
   

  	
  3.08

  	
   

  
	
  Claim

  	
   

  	
  4.08

  	
   

  
	
  Change
  of Control Notice

  	
   

  	
  5.04

  	
   

  
	
  Confidential
  Information

  	
   

  	
  6.01

  	
   

  
	
  Cost
  Component(s)

  	
   

  	
  3.01

  	
   

  
	
  Customary
  Billing

  	
   

  	
  3.01

  	
   

  
	
  Damages

  	
   

  	
  4.05

  	
   

  
	
  Equipment

  	
   

  	
  3.03

  	
   

  
	
  Fixed
  Fee Billing

  	
   

  	
  3.01

  	
   

  
	
  Force
  Majeure

  	
   

  	
  6.04

  	
   

  
	
  Indemnified
  Party

  	
   

  	
  4.08

  	
   

  
	
  Indemnifying
  Party

  	
   

  	
  4.08

  	
   

  
	
  IPO

  	
   

  	
  1.01

  	
   

  
	
  Limited
  Brands Indemnified Person

  	
   

  	
  4.04

  	
   

  
	
  Net
  Sales Ratio

  	
   

  	
  3.06

  	
   

  
	
  Non-Compliance
  Notice

  	
   

  	
  4.07

  	
   

  
	
  Non-Buyer
  Costs

  	
   

  	
  3.01

  	
   

  
	
  Pass-Through
  Billing

  	
   

  	
  3.01

  	
   

  
	
  Percent
  of Sales Billing

  	
   

  	
  3.01

  	
   

  
	
  Proposed
  Change

  	
   

  	
  3.10

  	
   

  
	
  Review
  Meetings

  	
   

  	
  4.03

  	
   

  
	
  Scheduled
  Consents

  	
   

  	
  2.01

  	
   

  
	
  Selected
  Additional Consents

  	
   

  	
  2.01

  	
   

  
	
  Service
  Costs

  	
   

  	
  3.01

  	
   

  
	
  Specific
  Billing

  	
   

  	
  3.01

  	
   

  
	
  Subcontractor

  	
   

  	
  3.02

  	
   

  
	
  Buyer
  Indemnified Person

  	
   

  	
  4.06

  	
   

  



 


4

















 


	
  Term

  	
   

  	
  Section

  	
   

  
	
  Third
  Party Claim

  	
   

  	
  4.08

  	
   

  



 


Section 1.02  Internal Reference. 
Unless the context indicates otherwise, references to
Articles, Sections and paragraphs shall refer to the corresponding articles,
sections and paragraphs in this Agreement and references to the parties shall
mean the parties to this Agreement.


 


 


ARTICLE 2

PURCHASE AND SALE OF SERVICES


 


Section 2.01  Purchase and Sale of Services.  (a) 
On the terms and subject to the conditions of this Agreement, Limited
Brands agrees to provide to Buyer, or procure the provision to Buyer of, and
Buyer agrees to purchase from Limited Brands, the Services.


 


(b)                                 Notwithstanding
anything herein to the contrary, (1) the Services to be provided to Buyer under
this Agreement shall, at Buyer’s request, be provided to any Subsidiary of
Buyer, (2) subject to Section 3.02 and Schedule IV attached hereto,
Limited Brands shall have the right, in its sole and absolute discretion, to
satisfy its obligation to provide or procure Services hereunder by causing one
or more of its Subsidiaries (directly or through one or more Subcontractors as
set forth in Section 3.02) to provide or procure such Services in the manner
set forth on the Schedules; provided that if such Services are
provided to other Limited Brands Entities or their Affiliates, or Service
Entities, Limited Brands shall only be permitted to cause its Subsidiaries or
engage Subcontractors to provide or procure Services to substantially the same
extent and at substantially the same quality and cost as such Services are
provided by Subsidiaries or Subcontractors to all such Limited Brands Entities
and their Affiliates and Service Entities, (it being understood that from time
to time immaterial discrepancies may exist between the extent, quality and/or
cost of such services that are provided by Subsidiaries or Subcontractors to
Limited Brands Entities, their Affiliates, Service Entities and Buyer and its
Subsidiaries), and (3) in no event shall Limited Brands be required to
provide Buyer and its Subsidiaries with any Service for any fiscal year at
volumes or levels more than 115% of the volumes or levels provided to Buyer and
its Subsidiaries in the immediately preceding fiscal year with respect to such
Service unless such increase was caused by facts, actions or events other than
growth or expansion of Buyer’s or its Subsidiaries’ businesses and (4)  in no event shall Limited Brands be required
to provide Buyer and its Subsidiaries with any Service other than services related to apparel and related
merchandise and accessories customarily handled by Limited Brands, excluding
any personal care or cosmetics products.  With respect to Services provided to, or procured on behalf of,
any Subsidiary of Buyer, Buyer agrees to pay or to cause such


 


5

















 


Subsidiary to pay all amounts payable by or in respect
of such Services pursuant to this Agreement.


 


(c)                                  Notwithstanding
anything in this Agreement to the contrary, (i) Limited Brands shall not be
obligated to provide any Service to Buyer where the consent of a third party is
related to and reasonably required for the provision of such Service as long as
such consent has not been obtained and (ii) Limited Brands shall not be
obligated to provide any Service to Target or its Subsidiaries where the consent
of a third party is related to and reasonably required for the provision of
such Service as long as such consent has not been obtained and such consent is
set forth on Appendix A attached hereto (“Scheduled Consents”).  Limited Brands and Buyer shall use their
commercially reasonable efforts to cooperate in obtaining any Scheduled
Consents, (or to obtain such consent on behalf of Target and its Subsidiaries),
on the best terms available under the circumstances (the terms of which shall
not impose any obligations or conditions on Limited Brands or without Buyer’s
prior written consent on Buyer or any of its Subsidiaries), including preparing
and sending letters requesting consent to third parties from whom a Scheduled
Consent is required in order for Limited Brands to provide the applicable
Service hereunder.  Buyer shall bear any
and all costs incurred in connection with the obtaining of such Scheduled
Consents and shall pay all fees directly to such third party to the extent such
fees have been approved by Buyer; provided that Buyer shall have no
obligation to pay for or reimburse Limited Brands for any consent fees that
have been paid by Limited Brands or any of its Affiliates pursuant to Section
5.09(c) of the Stock Purchase Agreement.


 


(d)                                 Limited
Brands, Buyer and Target acknowledge and agree that (i) certain consents will
be required in order for Limited Brands to be permitted to provide certain
Services to Buyer (“Additional Consents”), and (ii) the
Scheduled Consents include some, but not necessarily all, of the Additional
Consents.  Limited Brands will use its
good faith reasonable efforts to identify to Buyer all Additional Consents in
writing no later than 5:00 PM on Wednesday, December 11, 2002.  Within five Business Days after receipt of
such information from Limited Brands, Buyer will notify Limited Brands in
writing of those Additional Consents that it wishes Limited Brands to obtain (“Selected
Additional Consents”). 
Limited Brands and Buyer shall use their commercially reasonable efforts
to cooperate in obtaining any Selected Additional Consents, (or to obtain such
consent on Buyer’s behalf), on the best terms available under the circumstances
(the terms of which shall not impose any obligations or conditions on Limited
Brands or without Buyer’s prior written consent on Buyer or any of its
Subsidiaries), including preparing and sending letters requesting consent to
third parties from whom a Selected Additional Consent is required in order for
Limited Brands to provide the applicable Service hereunder.  To the extent that a Selected Additional
Consent is required from a third party that (i) has already received a request
from Limited Brands for consent with respect to the provision of Services to
Target and its Subsidiaries, but not to Buyer, and (ii) has not yet granted its
consent with respect to thereto, Limited Brands will amend its request to such


 


6

















 


third party as necessary so that such request will be
for a consent to provide the applicable Service to Buyer, Target and Target’s
Subsidiaries.  To the extent that a
Selected Additional Consent is required from a third party that has already
granted consent with respect to the provision of Services to Target and
Target’s Subsidiaries, but not to Buyer, Limited Brands and Buyer will use
their commercially reasonable efforts to obtain a modification of such consent
that would permit Limited Brands to provide the applicable Services to Buyer,
Target and Target’s Subsidiaries.  Buyer
shall bear any and all costs incurred in connection with the obtaining of such
Selected Additional Consents and shall pay all fees directly to such third
party to the extent such fees have been approved by Buyer; provided that Buyer shall
have no obligation to pay for or reimburse Limited Brands for any consent fees
that have been paid by Limited Brands or any of its Affiliates pursuant to
Section 5.09(c) of the Stock Purchase Agreement.


 


(e)                                  To
the extent that a Limited Brands Entity enters into any license with a third party
for the provision of Services to Buyer or its Subsidiaries during the term of
this Agreement, such license shall permit Limited Brand Entities to provide
Services to Buyer and such Subsidiaries.


 


Section 2.02  Additional Services.  In addition to the Services to be provided
or procured by Limited Brands in accordance with Section 2.01, if requested by
Buyer, and to the extent that Limited Brands and Buyer may mutually agree,
Limited Brands shall provide additional services to Buyer and its Subsidiaries,
including any services required by Buyer or its Subsidiaries to support any
Capital Investments made directly by Buyer or its Subsidiaries and those
Services set forth in Section 2.9 to Schedule III attached hereto (the “Additional
Services”).  The scope of any
such Additional Services, as well as the term, costs, and other terms and
conditions applicable to such Additional Services, shall be as mutually agreed
by Limited Brands and Buyer and shall be reflected in amendments or additions
to the Schedules as mutually agreed by Limited Brands and Buyer.  It is understood and agreed that (1) Limited
Brands shall be under no obligation to provide or procure any such Additional
Service requested by Buyer, and (2) any decision to provide or procure any
such Additional Service shall be made by Limited Brands in its sole discretion; provided,
however, that Limited Brands, in
its reasonable discretion, shall provide improvements, enhancements and
augmentations of existing Services consistent with those customarily provided
by Limited Brands to Limited Brands Entities, their Affiliates and Service
Entities generally.


 


 


ARTICLE 3

SERVICE COSTS


 


Section 3.01  Service Costs Generally.  (a) The Schedules indicate, with respect to
each Service listed therein, whether the costs to be charged to Buyer for such
Service are determined by (1) the customary billing method described in


 


7

















 


Section 3.04 (“Customary
Billing”), (2) the pass-through billing method described in
Section 3.05 (“Pass-Through Billing”), (3) the percentage of net sales method
described in Section 3.06 (“Percent of Sales Billing”), (4) the fixed
fee method described in Section 3.07 (“Fixed Fee Billing”), (5) a specific billing
method to be mutually agreed upon by Buyer and Limited Brands (“Specific
Billing”) or (6) some combination thereof.  The amounts calculated by the Limited Brands Entities pursuant to
the Customary Billing, Pass-Through Billing, Percent of Sales Billing, Fixed
Fee Billing and Specific Billing methods applicable to Services provided to
Buyer and its Subsidiaries and charged to Buyer as provided herein are
collectively referred to herein as the “Service Costs.”


 


(b)                                 Except
where the Schedules attached hereto expressly provide for other methods of
invoicing and settling costs, Buyer agrees to pay to Limited Brands or its
designee in the manner set forth in Section 3.09 the Service Costs applicable
to each of the Services actually provided or procured by Limited Brands.


 


(c)                                  The
Service Costs calculated pursuant to each of the specific billing methods
described herein may include without limitation one or more of the following
costs: (1) direct costs incurred by Limited Brands Entities in providing the
Services, (2) a portion of costs or expenses (including without limitation
service-specific overhead costs, and the costs of depreciation of new and
existing assets) incurred by one or more of the Limited Brands Entities in
providing services to one or more of the Limited Brands Entities, their Affiliates,
Service Entities and Buyer and its Subsidiaries reasonably and fairly allocated
among Limited Brands Entities, their Affiliates, Service Entities and Buyer and
its Subsidiaries in good faith based on the level, nature, quality or other
appropriate measure of the Services provided to each such entity for which such
costs and expenses were incurred by such Limited Brands Entities, (each, an “Allocated
Cost”); provided, that
the parties acknowledge that an allocation based on the percentage of
respective sales is a reasonable and fair allocation with respect to Percentage
of Sales Billing, and (3) third party costs incurred by Limited Brands Entities
in providing the Services which are reasonably and fairly allocated, if
allocated, among Limited Brands, their Affiliates, Service Entities and Buyer
and its Subsidiaries in good faith based on the level, nature, quality or other
appropriate measure of the Services provided to each such entity for which such
third party costs were incurred by such Limited Brands Entity; provided, that the parties acknowledge
that an allocation based on the percentage of respective sales is a reasonable
and fair allocation with respect to Percentage of Sales Billing, (each of
(1)-(3), a “Cost Component,” and collectively, the “Cost Components”).  In the discretion of Limited Brands, one or
more of the Limited Brands Entities may charge Buyer directly for Allocated
Costs whether or not the remaining allocable portion of such costs attributed
to other businesses of Limited Brands (the “Non-Buyer Costs”) are directly or indirectly charged to such
other business by the Limited Brands Entities; provided that Limited
Brands shall in no


 


8

















 


event charge such Non-Buyer Costs to Buyer or its
Subsidiaries.  Notwithstanding any
provision of this Section 3.01(c) to the contrary, to the extent that the
actual amount of any Service Cost is set forth in a Schedule (e.g., clause (3)
of the second paragraph of Schedule 1, Sections 2.5 and 2.6 of Schedule III and
the second sentence of the first paragraph of Schedule VII) the Service Cost
for such Service shall be as set forth in the relevant Schedule.


 


(d)                                 Subject
to the proviso contained in the second sentence of Section 3.01(c) above,
the parties intend and agree that except for the Fixed Fee Billing, the methods
of calculation of each of the Service Costs hereunder shall be sufficient to
permit the Limited Brands Entities to receive full reimbursement for all fully
absorbed costs and expenses incurred directly or indirectly by the Limited
Brands Entities in connection with the provision of the Services (including
without limitation one or more of the Cost Components), but shall not contain a
mark up, profit or premium in excess of fully absorbed costs and expenses
except as may otherwise be provided herein.


 


Section 3.02  Subcontractors.  Limited Brands shall have the right,
directly or through one or more Subsidiaries, to hire or engage one or more
subcontractors or other third parties (each, a “Subcontractor”) to perform
all or any of its obligations under this Agreement; provided that Limited
Brands shall remain ultimately liable and responsible for compliance with the
terms and conditions of this Agreement, including without limitation, ensuring
that the obligations with respect to the nature, quality and standards of care
set forth in Section 4.01 hereof are satisfied with respect to any Services
provided by any Subcontractor, subject to Schedule IV attached hereto.  In hiring or engaging any Subcontractor (a)
Limited Brands shall ensure that the terms of such arrangement (including,
without limitation, the price and applicable standards of quality to be charged
or maintained by the Subcontractor for such Services) are no less favorable
than the terms (taken as a whole) which Limited Brands would be able to obtain
for Limited Brands Entities with respect to such Services and (b) Limited
Brands Entities shall only be permitted to procure Services from Subcontractors
to substantially the same extent and at substantially the same quality and cost
as such Services are provided by Subcontractors to all such Limited Brands
Entities and their Affiliates and Service Entities generally (it being
understood that from time to time immaterial discrepancies may exist between
the extent, quality and/or cost of such services that are provided by
Subsidiaries or Subcontractors to Limited Brands Entities, their Affiliates,
Service Entities and Buyer and its Subsidiaries).


 


Section 3.03  Title to Equipment; Methods.  (a) 
All procedures, methods, systems, strategies, intellectual property,
tools, equipment, facilities and other resources used by any Limited Brands
Entity in connection with the provision of Services hereunder (collectively,
the “Equipment”)
shall remain the property of such Limited Brands Entity and shall at all times
be under the sole direction and control of Limited Brands except for any such
Equipment that is owned by Target


 


9

















 


prior to the date hereof
or that will be transferred to Target pursuant to the Stock Purchase Agreement
or as expressly provided for in any Schedule attached to this Agreement.


 


(b)                                 Notwithstanding
any other provisions of this Agreement, but subject to the terms of Section
4.01 and any prohibition or limitation on modifications or changes in methods
of operation or delivery of Services included in the Schedules attached hereto,
Limited Brands shall have the right in its sole discretion to modify or change
the methods of operation and delivery of the Services; provided that such modifications or methods do not
discriminate against Buyer and its Subsidiaries as compared with the methods of
operation and delivery of the Services to the Limited Brands Entities, their
Affiliates or Service Entities (it being understood that from time to time
immaterial discrepancies may exist between the methods of operation and
delivery of the Services to the Limited Brands Entities, their Affiliates,
Service Entities and Buyer and its Subsidiaries).


 


Section 3.04  Customary Billing.  The costs of Services to which the Customary
Billing method applies shall, subject to Section 3.01(c) or any change in such
costs expressly provided in the Schedules attached hereto, be calculated on a
basis that is equivalent to the basis on which costs are attributed (whether
through direct or indirect charges, allocations or otherwise) from time to time
to other businesses operated by Limited Brands for comparable services, which
may include without limitation one or more of the Cost Components.


 


Section 3.05  Pass-Through Billing.  The costs of Services to which the
Pass-Through Billing method applies shall, subject to Section 3.01(c), be equal
to the aggregate amount of the third-party costs and expenses incurred (which
costs shall include but not be limited to adjustments for attributable rebates
and the costs incurred in connection with obtaining the consent of any party to
a contract or agreement to which any Limited Brands Entity is a party where
such consent is related to and reasonably required for the provision of any
Service) by any Limited Brands Entity on behalf of Buyer and its Subsidiaries; provided
that any consent fees paid by Limited Brands or any of its Affiliates pursuant
to Section 5.09(c) of the Stock Purchase Agreement shall not be billed
hereunder.


 


Section 3.06  Percent of
Sales Billing.  The costs of
Services to which the Percent-of-Sales Billing method applies shall, subject to
Section 3.01(c) or any change in such costs expressly provided in the Schedules
attached hereto, be equal to the amount obtained by multiplying (x) the
aggregate cost incurred each month by the Limited Brands Entities in providing
such Services to one or more businesses of Limited Brands and to Buyer and its
Subsidiaries by (y) the Net Sales Ratio for such month.  “Net Sales Ratio” means the net sales of
Buyer and its Subsidiaries for a particular month divided by the aggregate net
sales of all businesses of Limited Brands, combined with the net sales of Buyer
and its Subsidiaries, to which costs for such month are being allocated.  In order to permit Limited Brands to
calculate the billing method provided for in this Section 3.06


 


10

















 


(and for no other purpose), Buyer shall provide Limited
Brands with all necessary sales information not later than the close of
business on the first Business Day immediately following such calendar month
and all such information shall be handled by Limited Brands in accordance with
Section 6.01(g).


 


Section 3.07  Fixed
Fee Billing.  The cost of
Services to which the Fixed Fee Billing method applies shall be in the amount
set forth in the applicable Schedule.


 


Section 3.08  Capital Investments. (a) Subject to
clauses (b) and (c) of this Section 3.08 and Appendix D of
Schedule II, Limited Brands shall have the right from time to time to make
such capital investments as one or more of the Limited Brands Entities deems
reasonably necessary to support performance of the Services.  Costs incurred by Limited Brands in
connection with such capital investments (including without limitation
transportation and installation costs) (“Capital Investments”) shall be part of the
Service Costs and shall be reimbursed by Buyer pursuant to the procedure set
forth in Section 3.09 only (i) to the extent that Buyer is allocated a
share of the depreciation expenses, amortization expenses, and/or capitalized
lease expenses as appropriately associated with such Capital Investment which
share of expenses has been reasonably and fairly allocated among Limited
Brands, their Affiliates, Services Entities and Buyer and its Subsidiaries in
good faith based on the level, nature, quality or other appropriate measure of
services provided to each such entity for which such Capital Investment was
made and (ii) in the amount of such depreciation, amortization expenses, and/or
capitalized lease expense.


 


(b)                                 Subject
to Schedule IV attached hereto, Capital Investments incurred by Limited Brands
on Buyer’s and any of its Subsidiaries’ behalf in connection with store design
and construction shall be paid for by Buyer directly or through the
Pass-Through Billing method.


 


(c)                                  For
specific Capital Investments that need to be acquired by Limited Brands for the
sole purpose of fulfilling its obligations under this Agreement, Buyer shall
reimburse Limited Brands for and shall retain title to such investments; provided
that if any such Capital Investment involves the expenditure of more
than $100,000, then Limited Brands will consult with Buyer prior to making such
investment with respect to the necessity of such Capital Investment and Buyer
will have the authority to approve such Capital Investment, which approval will
not be unreasonably withheld.  If
Limited Brands and Buyer reach agreement that the provision of such Services is
no longer practicable without such Capital Investment, Limited Brands and Buyer
will work together to reach a mutually agreeable decision as to if and how such
Services will continue to be provided to Buyer and its Subsidiaries without
such Capital Investment.  If Limited
Brands and Buyer fail to reach agreement on the necessity of such Capital
Investment and Limited Brands does not reasonably believe it can


 


11

















 


practicably continue to provide the affected Services
without such Capital Investment, then Limited Brands may terminate such
affected Services, providing as much notice to Buyer as is reasonably possible
in the circumstances but in any event not less than 60 days notice.


 


(d)                                 The Parties hereto acknowledge and agree that
if Buyer or any of its Subsidiaries makes a Capital Investment in equipment or
intellectual property (including any information technology systems or
software) to be used by Limited Brands in connection with the provision of any
of the Services hereunder or to be supported by Limited Brands as a Service
hereunder, Limited Brands shall continue to provide the same level of service
or support with respect to such Capital Investment as Limited Brands would
provide or support such Capital Investment had the investment been made by
Limited Brands on behalf of Buyer or any of its Subsidiaries so long as the
equipment or intellectual property (including any information technology
systems or software) purchased by Buyer or any of its Subsidiaries is of
similar quality and compatible with equipment or intellectual property used by
Limited Brands Entities generally.


 


Section 3.09  Invoicing and Settlement of Costs.  (a) Except as otherwise expressly provided
for in the Schedules attached hereto, Limited Brands shall (or shall cause one
or more of the Limited Brands Entities to) invoice the Chief Financial Officer
of Buyer on a monthly basis (not later than the fifteenth day of the following
month), for the Service Costs incurred in the prior month, and will provide to
Buyer the same billing data and level of detail as Limited Brands customarily
provides to the other businesses operated by Limited Brands and such other
related data as may be reasonably requested by Buyer, including a breakdown of
the costs associated with each Service. 
Limited Brands shall use its commercially reasonable efforts to cause
invoices to be presented to Buyer on the schedule set forth in this Article 3,
but no delay in presentation of an invoice shall affect Buyer’s obligation to
pay the full amount of such invoice on the terms set forth herein.


 


(b)                                 Except
as provided in Section 3.09(d) or as specifically provided for in any Schedule
hereto, Buyer agrees to pay on or before 30 days after the date on which
Limited Brands invoices Buyer for the Service Costs, all amounts invoiced by
Limited Brands pursuant to Section 3.09(a). 
Such payments shall be made by Buyer, at its option, through one or more
of the following methods:  (i) by
check payable to the order of Limited Brands or (ii) by wire transfer of
immediately available funds to an account specified in writing by Limited
Brands.


 


(c)                                  Subject
to Section 3.08(c) or as specifically provided for in any Schedule attached
hereto, Buyer shall pay Limited Brands by wire transfer, check or other methods
mutually agreeable to the parties, all amounts with respect to Capital
Investments within 10 Business Days of the date on which Limited Brands
invoices Buyer for such Capital Investments (either in whole or on a percentage
of completion basis).  Limited Brands
shall be under no obligation to


 


12

















 


make any Capital Investment before receipt of Buyer’s
advance payment for such expenditure other than as set forth in Schedule IV
hereof.


 


(d)                                 If
Buyer fails to pay any monthly payment within 15 days of the relevant payment
date, Buyer shall be obligated to pay, in addition to the amount due on such
payment date, interest on such amount at the greater of (1) 10% and (2) the
Reference Rate plus 5%, in each case per annum compounded monthly from the
relevant payment date through the date of payment; provided that such
interest rate shall not exceed the maximum rate permitted by applicable
Law.  All payments made shall be applied
first to unpaid interest and then to amounts billed but unpaid.  If Buyer fails to pay the full amount of any
invoice within 30 days of the
relevant payment date and to the extent the aggregate amount of such overdue
unpaid invoices exceeds $50,000, Limited Brands may, without liability, suspend
its obligations hereunder to provide any and all Services to Buyer until such
time as such invoices have been paid in full; provided, that this sentence may be
invoked only after 15 days prior notice to Buyer of the payment
delinquency.


 


(e)                                  For
certain Services, as reasonably deemed appropriate from time to time by the
Limited Brands Entities, Service Costs may be billed to Buyer on an estimated
basis.  In such cases the method of
estimation will be reasonably determined by Limited Brands and will be made
available to Buyer.  Any estimated costs
billed pursuant to this Section 3.09(e) shall be invoiced and paid pursuant to
the procedures set forth in this Section 3.09. 
Except as provided in Appendix D to Schedule II, at such point in
time as the actual costs for any Services previously billed on an estimated
basis are determined, Limited Brands will notify Buyer of such actual costs and
will notify Buyer if any adjustment is necessary to reimburse one party for any
difference between the actual and estimated costs.  If in any case (1) an adjustment is necessary in favor of Buyer,
Limited Brands will reimburse Buyer for the amount of such adjustment at the
time such notice is given and (2) an adjustment is necessary in favor of
Limited Brands, Buyer shall reimburse Limited Brands for the amount of such
adjustment no later than 30 days after receipt of such notice.  If the applicable party fails to reimburse
the other party for the full amount of the difference between actual and
estimated costs within the time specified above, such party shall be obligated
to pay, in addition to the amount due on such payment date, interest on such
amount at the greater of (1) 10% and (2) the Reference Rate plus 5%, in each
case per annum compounded monthly from the relevant payment date through the
date of payment; provided that such interest rate shall not exceed the
maximum rate permitted by applicable Law. 
All payments made shall be applied first to unpaid interest and then to
amounts billed but unpaid.  Limited
Brands shall have the right to notify Buyer of such adjustment and, as
applicable, to receive payment from Buyer or make payment to Buyer for the
amount of such difference, whether or not such notification and adjustment is
made with respect to any Limited Brands Entity receiving comparable services.


 


13

















 


(f)                                    Notwithstanding
anything in this Agreement to the contrary, Buyer shall not offset amounts due
or payable hereunder to Limited Brands with any amounts owing to Buyer or its
Affiliates under this Agreement, the Stock Purchase Agreement or any other
agreement or arrangement.


 


(g)                                 In
the event that Buyer disputes an aggregate of $500,000 of Service Costs billed
to Buyer in any fiscal year, Buyer shall have the right to conduct an audit
upon the same terms and conditions as set forth in Section 6.02 in advance
and in addition to such annual audit procedure.


 


Section 3.10  Amended Schedules.  (a) Subject to any specific limitations
on amendments of billing methodologies included in any Schedule attached hereto
(it being understood that statements in any of the Schedules attached hereto to
the effect that a particular Service will be billed pursuant to one of the
specific billing methodologies identified in Section 3.01(a) above (e.g.,
Customary Billing and Pass-Through Billing) shall not be construed as such a
specific limitation) prior to January 31 of each year commencing with
January 31, 2004 for so long as the relevant Services continue to be
provided under this Agreement, Limited Brands may prepare and deliver to Buyer
amended versions of the Schedules, setting forth with respect to the Services
described in such Schedules, proposed changes in any of the methodologies used
to calculate the Service Costs (each, a “Proposed Change”) and, to the extent
available, the Service Costs estimated to be payable for such Services for the
then current Fiscal Year of Limited Brands; provided that
the cost methodologies set forth on Appendix Cshall not be altered during the term that Limited Brands provides
the Services associated with such cost methodologies to Buyer.  Except as Buyer and Limited Brands may
otherwise agree, and except as specifically described in this Agreement, any Proposed
Change shall (1) be on terms and conditions no less favorable than the
terms and conditions on which costs are calculated and charged to any Limited
Brands Entity to which comparable services are provided other than for services
for which Fixed Fee Billing applies, (2) not burden Buyer with charges in
excess of fully absorbed costs incurred by the Limited Brands Entities
consistent with Section 3.01(d) and the cost methodologies set forth on
Appendix C, and (3) be accompanied by a statement providing
reasonable justification of, and support for, such Proposed Change.  Upon receipt of any notice of a Proposed
Change, Buyer shall, within 21 days, provide a written statement to Limited
Brands stating any objection to the Proposed Change and the reasons therefore.  Limited Brands and Buyer shall work together
in good faith to resolve any such objections in a manner reasonably
satisfactory to both parties.  In any
case, after all Proposed Changes for a fiscal year have been submitted to
Buyer, Limited Brands shall be available for a meeting at Buyer’s request to
review all such Proposed Changes prior to the date such Proposed Changes are to
take effect.  Subject to Section
3.10(b), all Proposed Changes shall take effect as specified in the relevant
amended Schedules, except that subject to any procedures for the amendments of
specific provision in any Schedule attached hereto, no Proposed Change shall
take effect sooner than the later of (x) 75 days after notification to
Buyer of such


 


14

















 


Proposed Changes and (y) before February 1 of the
following fiscal year (e.g., a
Proposed Change delivered in November 2003 would take effect on February 1,
2004).


 


(b)                                 Notwithstanding
any other provision of this Agreement, if a Proposed Change for Logistics
Services would result in a Significant Increase in the amount of Service Costs
that Buyer would be obligated to pay under this Agreement as compared to those
that would be payable were such Proposed Change not made, then Buyer shall have
the right during such 75-day period following receipt of notice of such
Proposed Change to terminate, as applicable, (A) all (but not less than
all) Logistics Services, (B) the Logistics Services described under the
heading “Compliance Support Services”, or (C) if the Logistics Services
described under the heading “Compliance Support Services” have been terminated
earlier, all (but not less than all) of the remaining Logistics Services
provided hereunder upon written notice to Limited Brands, and such termination
shall be effective within the time period specified in Section 5.02 with
respect to such Service.  If Buyer
terminates such Service in accordance with this Section 3.10(b), Limited Brands
shall continue to provide such Service until the effective date of such
termination on the financial terms (or reasonable estimate thereof) existing
prior to the Proposed Change.


 


 


ARTICLE 4

PROVISION OF SERVICES; INDEMNIFICATION


 


Section 4.01  General Standard of Service.  Except as otherwise agreed in writing by the
parties hereto, Limited Brands agrees that the nature, quality, and standard of
care applicable to the delivery of the Services hereunder shall be
substantially the same as that of the Services which Limited Brands generally
provides from time to time to its Subsidiaries and Affiliates throughout its
businesses, provided that Limited Brands is not restricted by any contract or
agreement with third parties set forth on Appendix A or applicable Law,
(in which case, Limited Brands shall use its commercially reasonable efforts to
provide or procure such Services in accordance with the foregoing provisions of
this sentence; however, if, notwithstanding such efforts, Limited Brands is not
able to provide or procure such Services in accordance with the foregoing
provisions of this sentence Limited Brands shall be relieved of such
obligation).  Subject to Limited Brands’
express obligations under this Agreement, management of and control over the
provision of the Services (including without limitation the determination or
designation at any time of the Equipment, employees and other resources of the
Limited Brands Entities to be used in connection with the provision of the
Services) shall reside solely with Limited Brands.  Without limiting the generality of the foregoing, all labor
matters relating to any associates of Limited Brands and its Subsidiaries
(including, without limitation, any associates of any Limited Brands Entity
involved in the provision of Services to


 


15

















 


Buyer or its Subsidiaries) shall be within the
exclusive control of Limited Brands, and none of Buyer and its Subsidiaries
shall take any action affecting such matters except as set forth on
Schedules II and III with respect to certain personnel.


 


Section 4.02  Ownership of
Products. (a) Notwithstanding any other provision of this Agreement,
title to all Products or other Buyer in-store supplies that are transported,
shipped, warehoused or otherwise held in the custody of any Limited Brands
Entity on behalf of Buyer or its Subsidiaries shall at all times remain with
Buyer, and Buyer or such Subsidiary shall at all times be the owner of record
of such Products or other Buyer in-store supplies, and, subject to Section
4.04, shall be solely responsible for any matters arising from such Products
and Buyer in-store supplies.


 


(b)                                 In
connection with any obligations of any Limited Brands Entity to a third party,
Limited Brands shall not permit any lien or other encumbrance to be placed upon
any products, Buyer in-store supplies, or other materials that are transported,
shipped, warehoused or otherwise held in the custody of any Limited Brands
Entity on behalf of Buyer or any of its Subsidiaries.  Limited Brands, on behalf of all Limited Brands Entities, hereby
waives any right under applicable laws, rules or regulations such Limited
Brands Entities may have as a warehouseman or otherwise with respect to the
products, Buyer in-store supplies or other materials that are transported,
shipped, warehoused or otherwise held in the custody of any Limited Brands
Entities on behalf of Buyer or its Subsidiaries.  Limited Brands shall execute, and shall cause the other Limited
Brands Entities to execute, any agreement, waiver, assignment or other document
reasonably requested from time to time by the lenders to Buyer or its
Subsidiaries that relate to the matters set forth in this Section 4.02.


 


Section 4.03  Review Meetings.  In addition to any meetings set forth on the Schedules, the
parties agree to hold review meetings (the “Review Meetings”) within
reasonable time periods (however in no event less than once a year) on a date
to be set by management of Limited Brands with the consent of Buyer, which
shall not be unreasonably withheld, conditioned or delayed.  Representatives of Buyer and of all Limited
Brands Entities which are providing Services to Buyer or its Subsidiaries at
the time of the meeting shall attend the Review Meeting and shall review and
discuss any operational, strategic or other issues raised by any participant
with respect to the provision of the Services, including any Proposed Changes
pursuant to Section 3.10 prior to their effective date.  The parties intend that information
exchanged at such Review Meetings shall be in addition to ongoing communication
between representatives of Buyer and the Limited Brands Entities with respect
to the provision of the Services hereunder and any meetings specified in the
Schedules attached hereto.


 


Section 4.04   Limitation
of Liability.  (a) Buyer agrees
that none of the Limited Brands Entities or any of their respective directors,
officers, agents, and employees (each, a “Limited Brands Indemnified Person”) shall
have any


 


16

















 


liability, whether direct or indirect, in contract or
tort or otherwise, to Buyer or any of its Subsidiaries or any other Person for
or in connection with the Services rendered or to be rendered by any Limited
Brands Indemnified Person pursuant to this Agreement, the transactions contemplated
hereby or any Limited Brands Indemnified Person’s actions or inactions in
connection with any such Services or transactions, except for damages which
have resulted from (i) such Limited Brands Indemnified Person’s gross
negligence or willful misconduct, (ii) a willful or knowing breach of such
Limited Brands Indemnified Person’s obligations under this Agreement, and
(iii) the willful or knowing violation by any Limited Brands Entity of any
Law, in each case in connection with any such Services, actions or inactions.


 


(b)                                 Notwithstanding
the provisions of Section 4.04(a) or any other provision of this Agreement,
none of the Limited Brands Entities shall be liable for any special, indirect,
incidental, punitive or consequential damages of any kind whatsoever
(including, without limitation, attorneys’ fees) in any way due to, resulting
from or arising in connection with any of the Services or the performance of or
failure to perform Limited Brands’ obligations under this Agreement.  This disclaimer applies without limitation
(1) to claims arising from the provision of the Services or any failure or
delay in connection therewith; (2) to claims for lost profits; (3) regardless
of the form of action, whether in contract, tort (including negligence), strict
liability, or otherwise; and (4) regardless of whether such damages are
foreseeable or whether Limited Brands has been advised of the possibility of
such damages.


 


Section 4.05   Indemnification of Limited Brands by Buyer and Target.  Buyer and Target, on a joint and several
basis, agree to indemnify and hold harmless each Limited Brands Indemnified
Person from and against any and all damage, loss, liability and expense
(including, without limitation, reasonable expenses of investigation and
reasonable attorneys’ fees and expenses in connection with any action, suit or
proceeding) (“Damages”) incurred or suffered by any Limited Brands
Indemnified Person arising out of or in connection with the Services rendered
or to be rendered by any Limited Brands Indemnified Person pursuant to this
Agreement, any transaction entered into in connection with the Services to be
performed hereunder or any Limited Brands Indemnified Person’s actions or
inactions in connection with any such Services or transactions; provided that neither Target nor Buyer
shall be responsible for any damages of any Limited Brands Indemnified Person
that have resulted from (i) such Limited Brands Indemnified Person’s gross
negligence or willful misconduct (it being understood and agreed that the provision
by any Limited Brands Entity of any of the Services to (A) any of Target
and its Subsidiaries without obtaining any Scheduled Consent and (B) Buyer
without obtaining any Additional Consent, in each case with respect to any
contract or agreement to which any Limited Brands Entity is a party as of the
date hereof shall not constitute gross negligence or willful misconduct by any
Limited Brands Entity; provided
that the relevant Limited Brands Entity has, where required by the terms of
this Agreement, used


 


17

















 


commercially reasonable efforts to obtain the relevant
consents), (ii) a willful and knowing breach of such Limited Brands
Indemnified Person’s obligations under this Agreement, or (iii) the willful
and knowing violation by any Limited Brands Entity of any Law, in each case in
connection with any action or inaction related to such Services.  Notwithstanding the provisions of this
Section 4.05 or any other provision of this Agreement, neither Target nor Buyer
shall be liable (1) for any special, indirect, incidental, punitive or
consequential damages of any kind whatsoever (including, without limitation,
attorneys’ fees) in any way due to, resulting from or arising in connection
with any of the Services or the performance of or failure to perform Buyer’s or
its Subsidiaries’ obligations under this Agreement or (2) any damage to
property (other than the products or other property owned or held for use by
Buyer or its Subsidiaries), where such damage is caused by any Limited Brands
Entity or any of their employees or agents.


 


Section 4.06  Indemnification of Buyer By Limited
Brands.  (a) Limited Brands agrees to
indemnify and hold harmless Buyer and its Subsidiaries and each of their
respective directors, officers, agents, and employees (each, a “Buyer
Indemnified Person”) from and against any and all Damages incurred
or suffered by any Buyer Indemnified Person arising out of (i) the gross
negligence or willful misconduct of any Limited Brands Indemnified Person, (ii)
a willful and knowing breach of any Limited Brands Indemnified Person’s
obligation under this Agreement, or (iii) the willful and knowing violation by
an Limited Brands Entity of any law, in each case in connection with any action
or inaction related to the Services rendered or to be rendered pursuant to this
Agreement.  Notwithstanding the
provisions of this Section 4.06 or any other provision of this Agreement,
Limited Brands shall not be liable for any special, indirect, incidental,
punitive or consequential damages of any kind whatsoever (including without
limitation, attorneys’ fees) in any way due to, resulting from or arising in
connection with any of the Services or the performance of or failure to perform
Limited Brands’ obligations under this Agreement.  This disclaimer applies without limitation (1) to claims arising
from the provision of the Services or any failure or delay in connection
therewith; (2) to claims for lost profits; (3) regardless of the form of
action, whether in contract, tort (including negligence), strict liability, or
otherwise; and (4) regardless of whether such damages are foreseeable or
whether Limited Brands has been advised of the possibility of such damages.


 


Section 4.07   Notice
of Certain Matters.  If Buyer
at any time believes that Limited Brands is not in full compliance with its
obligations under this Agreement, Buyer shall so notify Limited Brands in
writing promptly (but not later than 30 days) after becoming aware of such
possible non-compliance by Limited Brands. 
Such notice (a “Non-Compliance Notice”) shall set forth in
reasonable detail the basis for Buyer’s belief as well as Buyer’s view as to
the steps to be taken by Limited Brands to address the possible
non-compliance.  For the 30 days after
receipt of such a notice, appropriate representatives of Limited Brands and
Buyer shall work in good faith to develop a plan to resolve the matters
referred to in the Non-Compliance Notice. 
If such matters are not resolved


 


18

















 


through such discussions, Buyer may elect to terminate
Limited Brands’ obligation to provide or procure, and its obligation to
purchase, the Service or Services referred to in its Non-Compliance Notice in
accordance with Section 5.02.  In the
event such matters are resolved through such discussions and Buyer does not
elect to terminate such Service or Services within 60 days of the end of the
30-day period referred to in the third sentence of this Section 4.07, Buyer
shall not be entitled to deliver another Non-Compliance Notice or pursue other
remedies with respect to same or any substantially similar matter so long as
Limited Brands complies in all material respects with the terms of such
resolution.


 


Section 4.08  Indemnification Procedures.  (a) Each party and any other indemnified
persons shall be entitled to the indemnity described in this Article 4, provided that, in the case of third party claims, the
following conditions are met (the party obliged to provide indemnification is
referred to as the “Indemnifying Party,” and the party entitled
to be indemnified is referred to as the “Indemnified Party”):


 


(1)                                  The
Indemnified Party agrees to give prompt notice to the Indemnifying Party of the
assertion of any claim, or the commencement of any suit, action or proceeding
(“Claim”) in respect of which
indemnity may be sought under such Article 4 and will provide the Indemnifying
Party such information with respect thereto that the Indemnifying Party may
reasonably request.  The failure to so notify
the Indemnifying Party shall not relieve the Indemnifying Party of its
obligations hereunder, except to the extent such failure shall have actually
adversely prejudiced the Indemnifying Party.


 


(2)                                  The
Indemnifying Party shall be entitled to participate in the defense of any Claim
asserted by any third party (“Third Party Claim”) and, subject to the
limitations set forth in this Section 4.08, shall be entitled to control the
defense of such Third Party Claim and appoint lead counsel for such defense, in
each case at its expense; provided that it has acknowledged
responsibility for the defense of such Claim. 
Any Indemnified Person shall have the right to participate in such
litigation or proceeding and to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Person unless (i)
such Indemnifying Person and such Indemnified Person shall have mutually agreed
in writing to the retention of such counsel; (ii) representation of both
parties by the same counsel would, in the opinion of counsel to such
Indemnified Person, be inappropriate due to actual or potential differing
interests between such Indemnifying Person and such Indemnified Person; or
(iii)  if such Indemnifying Person
fails or is failing to actively defend such Third Party Claim.


 


19

















 


(3)                                  If
the Indemnifying Party shall assume the control of the defense of any Third
Party Claim in accordance with the provisions of this Section 4.08, the
Indemnifying Party shall obtain the prior written consent of the Indemnified
Party before entering into any settlement of such Third Party Claim unless (i)
the settlement does not require the Indemnified Party to pay money damages and
(ii) the settlement is for money damages only. 
If the Indemnified Party has assumed the defense of any Third Party
Claim in accordance with the provisions of this Section 4.08, the Indemnified
Party shall obtain the prior written consent of the Indemnifying Party before
entering into any settlement of such Third Party Claim.


 


(b)                                 Subject
to Section 6.02 and Appendix D to Schedule II, the terms of this Article 4
shall provide the exclusive remedy for monetary damages of Limited Brands
Indemnified Persons and the Buyer Indemnified Persons with respect to Damages
associated with the matters set forth in this Agreement.


 


 


ARTICLE 5

TERM AND TERMINATION


 


Section 5.01  Term. 
Except as otherwise provided in this Article 5 or as otherwise agreed in
writing by the parties, this Agreement shall be effective as of the date hereof
and Limited Brands’ obligation to provide or procure, and Buyer’s obligation to
purchase, a Service shall cease as of the applicable date set forth in the
applicable Schedules or such earlier date determined in accordance with Section
5.02.


 


Section 5.02  Termination
of the Parties.  (a)  Buyer only may terminate Services hereunder
pursuant to the following provisions:


 


(i)                                     Buyer
may terminate any particular service set forth in any of the Schedules if
Limited Brands shall have failed to perform any of its material obligations
under this Agreement relating to such Service, Buyer has notified Limited
Brands in writing of such failure, and such failure shall have continued for a
period of 60 days after
receipt by Limited Brands of written notice of such failure taking into account
any period following the delivery of any Non-Compliance Notice pursuant to
Section 4.07 hereof;


 


(ii)                                  For
any reason, upon 60 days advance written notice, Buyer may terminate any
particular service set forth in any of the Schedules (other than
Schedule III) attached hereto ;


 


20

















 


(iii)                               For any reason, upon
10 Business Days advance written notice, Buyer may terminate any
particular service for any property listed on Appendix A to
Schedule IV;


 


(iv)                              In
accordance with the provisions of Section 3.10(b) or 6.04(c) hereto; and


 


(v)                                 For
any reason, upon 15-months advance written notice, which notice shall be given
no earlier than the first anniversary of the Closing Date, Buyer may terminate
(A) all (but not less than all) Logistics Services, (B) the Logistics Services
described under the heading “Compliance Support Services” in Schedule III,
or (C) if the Logistics Services described under the heading “Compliance
Support Services” in Schedule III have been terminated earlier, all (but
not less than all) of the remaining Logistics Services (such termination right,
as applicable, to be exercisable more than once).


 


(b)                                 Limited
Brands may terminate any Service at any time: 
(1) upon a Change of Control of Buyer; provided that the
effective date of such termination shall be 60 days following the consummation
of the transaction that constitutes the Change of Control for Services other
than Logistics Services provided hereunder and 15-months following the
consummation of the transaction that constitutes the Change of Control for
Logistics Services (which notices may be given after receipt of the Change of
Control Notice (as defined in Section 5.04); (2) if Buyer shall have
failed to perform any of its material obligations under this Agreement relating
to such Service, Limited Brands has notified Buyer in writing of such failure,
and such failure shall have continued for a period of 30 days after receipt by
Buyer of written notice of such failure; (3) with respect to any
Subsidiary of Buyer, upon a Change of Control of Buyer’s Subsidiary with
respect to such Subsidiary in accordance with the time period contemplated by
clause (1) of this paragraph; or (4) in accordance with the provisions of
Section 3.08(c) hereto.


 


(c)                                  Limited
Brands may terminate, for any reason, upon 15-months advance written notice,
which notice shall be given no earlier than the date which is 45-months after
the Closing Date, (i) all (but not less than all) Logistics Services, (B) the
Logistics Services described under the heading “Compliance Support Services” in
Schedule III attached hereto, or (C) if the Logistics Services described under
the heading “Compliance Support Services” in Schedule III attached hereto have
been terminated earlier, all (but not less than all) of the remaining Logistics
Services (such termination right, as applicable, to be exercisable more than
once).


 


Section 5.03   Effect of Termination.  (a) Upon termination of any particular
service set forth in any of the Schedules attached hereto pursuant to
Sections 3.08(c), 3.10(b), 4.07, 5.02, or 6.04(c) and subject to Limited
Brands’


 


21

















 


obligation to continue to provide certain services
following the conversion of any information technology system to Buyer or its
Subsidiaries in accordance with Schedule II, and Buyer’s payment
obligations with respect thereto as set forth on Schedule II, Limited
Brands shall have no further obligation to provide such terminated service or
to perform its obligations hereunder with respect to such terminated service
and neither Buyer nor Target shall have any obligation to purchase any such
terminated service from Limited Brands, pay any fees relating to such
terminated service or make any other payments with respect to such terminated
service; provided that the
foregoing shall not in any way operate to impair or destroy any of the rights
or remedies of either party of its obligations to comply with the provisions of
this Agreement which have accrued prior to the effective date of termination of
such a service.  Upon termination of
this Agreement in accordance with its terms, Limited Brands shall have no
further obligation to provide any Services or to perform its obligations
hereunder, and neither of Buyer nor Target shall have any obligation to
purchase any Services from Limited Brands, pay any fees relating to any
Services or make any other payments with respect to any Service; provided that the foregoing shall not in
any way operate to impair or destroy any of the rights or remedies of either
party or to relieve either party of its obligations to comply with the
provisions of this Agreement which have accrued prior to the effective date of
termination of this Agreement. 
Notwithstanding any such termination of a service or of this Agreement,
but subject to the other terms of this Agreement, (1) Buyer shall remain liable
to Limited Brands for all Service Costs incurred by any Limited Brands Entity
on behalf of Buyer or its Subsidiaries in connection with the provision of any
Services prior to the effective date of such termination in accordance with the
terms of this Agreement (including without limitation (A) the aggregate
outstanding amount of any capital expenditure incurred by any Limited Brands
Entity on behalf of Buyer or its Subsidiaries in accordance with the terms of
this Agreement, and (B) any amounts owed under any noncancelable or other
contract or agreement entered into by any Limited Brands Entity on behalf of
Buyer or its Subsidiaries); provided
that Limited Brands shall use commercially reasonable efforts to mitigate the
costs under any such contracts or agreements; (2) Limited Brands shall continue
to charge Buyer for administrative and program costs relating to benefits paid
after but incurred prior to the termination of any Service and other services
required to be provided after the termination of such Service and Buyer shall
be obligated to pay such expenses in accordance with the terms of this
Agreement; and (3) the provisions of Articles 4, 5 and 6 shall survive any such
termination indefinitely.


 


(b)                                 No
later than six (6) months following the effective date of any termination of
this Agreement (18 months following the effective date of any termination of
this Agreement as to amounts payable in connection with the Services provided
under Schedule IV), Limited Brands shall invoice Buyer for the aggregate
outstanding amount payable to Limited Brands pursuant to Section 5.03(a)(1).  Buyer shall pay such amount within 30 days
of receipt of such


 


22

















 


invoice, by wire transfer of immediately available
funds to an account designated by Limited Brands.


 


(c)                                  As
soon as practicable, and in any event no later than 30 days after termination
of this Agreement in accordance with its terms, each party shall return to the
other party in accordance with such other party’s instructions and at such
other party’s expense, all of the other party’s materials and Confidential
Information in its possession or control (including, without limitation, all
Confidential Information and any copies thereof); provided that each party
may retain copies of the other party’s Confidential Information, if reasonably
necessary to operate the business consistent with past practice to the extent
possible under applicable Law.


 


(d)                                 Following
the delivery of a notice with respect to the termination of any Service,
Limited Brands and Buyer, commencing promptly following such notice, shall
cooperate in good faith to (i) provide for an orderly transition of such
Service to Buyer or its Subsidiaries or to a successor service provider in
accordance with a transition schedule reasonably requested by Buyer and (ii) to
mitigate the costs associated with such termination.


 


Section 5.04   Notification
of Change of Control.  Buyer
shall promptly notify Limited Brands of any Change of Control of Buyer or
Change of Control of Buyer’s Subsidiary (or any definitive agreement,
arrangement or plan which, if consummated, would result in such a Change of
Control), setting forth the date and circumstances of such Change of Control
and the identity of the third party(ies) involved in such Change of Control
(such notice, the “Change of Control Notice”).


 


 


ARTICLE 6

MISCELLANEOUS


 


Section
6.01  Confidential Information;
Non-Solicitation.  (a) Confidential Information.  The Limited Brands Entities, on the one
hand, and Buyer and its Subsidiaries, on the other hand, may provide to the
other party certain confidential, proprietary and trade secret business and
technical information in connection with the performance of this Agreement (“Confidential
Information”).  All
information shall be presumed to be Confidential Information unless such
information is generally available to the public (other than by the receiving
party in violation of this Section 6.01) or if a disclosing party acknowledges
in writing that such information is not Confidential Information.  The Limited Brands Entities, on the one
hand, and Buyer and its Subsidiaries, on the other hand, shall preserve the
confidentiality of all Confidential Information that is provided by the other
party in connection with this Agreement, and shall not, without the prior
written consent of the other party, disclose, display or make available to any
Person, or use for its own or any other Person’s benefit, other


 


23

















 


than as necessary in performance of its obligations
under this Agreement, any Confidential Information of the other party; provided that any Limited Brands Entity,
on the one hand, and Buyer and its Subsidiaries, on the other hand, may
disclose such portion of the Confidential Information relating to the other
party to the extent, but only to the extent, (a) the disclosing party
reasonably believes in good faith that such disclosure is required under Law or
the rules of a securities exchange; provided, further that the disclosing party first notifies the other
party hereto of such requirement and allows such party a reasonable opportunity
to seek a protective order or other appropriate remedy to prevent such
disclosure, (b) such Confidential
Information is or becomes generally available to the public other than as a
result of a disclosure by any party or any of such party’s representatives, or
(c) such Confidential Information is or becomes available to any Limited
Brands Entity, on the one hand, or Buyer and its Subsidiaries, on the other
hand, or such party’s representatives
on a non-confidential basis from a source other than the other party or any of
such other party’s representatives; provided,
however, that in the case of (c) and (d), such source is not known to the
disclosing party or any of such party’s representatives to be bound by a
confidentiality agreement with or other contractual, legal, or fiduciary
obligation of confidentiality to the nondisclosing party with respect to such
information.  The Limited Brands
Entities, on the one hand, and Buyer and its Subsidiaries, on the other hand,
shall exercise the same standard of care to safeguard all Confidential
Information of the other party against improper disclosure or use as such party
employs with its own Confidential Information of similar type.  Limited Brands and Buyer acknowledge that
money damages would not be a sufficient remedy for any breach of the provision
of this Section 6.01 and that the non-breaching party shall be entitled to
equitable relief in a court of Law in the event of, or to prevent, a breach or
threatened breach of this Section 6.01. 
Limited Brands shall cause the Limited Brands Entities, and Buyer shall
cause its Subsidiaries, to comply with the provisions of this
Section 6.01(a).


 


(b)                                 Notwithstanding
the provisions of Section 6.01, but subject to Section 5.03(c), upon a Change
of Control of Buyer, if requested by Limited Brands, Buyer shall (1) promptly
(but in no event later than 30 days after the occurrence of such Change of
Control) return to Limited Brands or destroy all Confidential Information in
its possession (or that of any of its Affiliates) relating to Limited Brands or
any of its Affiliates, (2) no longer be permitted to use such Confidential
Information in its business or operations (or the business or operations of any
of its Affiliates) and (3) promptly (but in no event later than 30 days after
the occurrence of such Change of Control) deliver a written certificate to
Limited Brands executed by Buyer’s Chief Executive Officer expressly
acknowledging the obligations set forth in clauses (1) and (2) of this sentence
and certifying that Buyer has and will continue to adhere to such requirements.


 


(c)                                  To
the extent that any third-party proprietor of information or software to be
disclosed or made available to Buyer in connection with performance of Services
requires a specific form of non-disclosure agreement as a


 


24

















 


condition of its consent to use of the same for the
benefit of Buyer or to permit Buyer access to such information or software,
Buyer will review such form of non-disclosure agreement and provide comments on
such agreement to Limited Brands in a timely manner.  Limited Brands shall use commercially reasonable efforts to
modify such form of non-disclosure agreement with such third-party to reflect
Buyer’s comments, and Buyer will execute (and will cause employees of Buyer and
its Subsidiaries to execute, if required) such modified agreement (if it is
modified) or the originally presented agreement (if it is not modified).  During such period of discussion or negotiation,
Limited Brands will be under no obligation to use such software or technology
in violation of such license agreement or applicable copyright or other Laws,
nor will Limited Brands have any liability with respect to such non-use.


 


(d)                                 From,
and until the expiration of 12 months from the termination of all of the
Services under this Agreement, Buyer shall not, and shall cause its controlled
Affiliates not to, without the prior written approval of Limited Brands,
directly or indirectly solicit for employment any person who is an employee of
Limited Brands or any of its Affiliates and who has performed any of the
Services under this Agreement or with whom Buyer or any of its controlled
Affiliates otherwise has had any contact at any time during the performance of
the Services hereunder; provided that the foregoing shall not
prohibit solicitation conducted through an independent employment or
recruitment firm (so long as the firm was not directed to solicit such person
or the personnel of Limited Brands or its Affiliates generally) or as a result
of the use of a general solicitation (such as an advertisement) not
specifically directed to employees of Limited Brands or its Affiliates; provided,
further, that Buyer or any of its controlled Affiliates may solicit for
employment and employ any of the persons set forth on Appendix B attached
hereto or any person hired to replace such employees set forth in Appendix B
attached hereto following the earlier of (i) the termination of any Service
performed by any such person, (ii) the date such employee’s employment with any
Limited Brands Entity is terminated (except if such employee’s employment is
terminated by Limited Brands, in good faith, for cause), and (iii) upon
promotion of any such employee to a position in which such employee no longer
provides substantially the same level of Services to Buyer and its Subsidiaries
as such person provided to Target and its Subsidiaries prior to the date hereof
and such employee could not have been promoted to a similar position in which
the level of services provided to Buyer and its Subsidiaries would have been
substantially similar to the levels provided to Target and its Subsidiaries on
the date hereof if such employee is listed under Category 1 on Appendix G to
Schedule II attached hereto and (iv) upon the mutual agreement of Limited
Brands and Buyer.  Notwithstanding anything to the contrary
above, Buyer and its Subsidiaries shall only be permitted to hire an aggregate
of two (2) Network Analysts, two (2) PC Desktop Analysts and one (1) Telecom
Administrator/Specialist from among the Network Analysts, PC Desktop Analysts
or Telecom Administrators/Specialists listed on Appendix B (or those


 


25

















 


persons hired to replace
such named employees set forth in Appendix B attached hereto).


 


(e)                                  From the date hereof and until the expiration
of 12 months from the termination of a specific Service under this Agreement,
none of the Limited Brands Entities shall, and each Limited Brand Entity shall
cause its controlled Affiliates not to, without the prior written approval of
Buyer directly or indirectly solicit for employment any person who performs
such Service at Buyer or its Subsidiaries substantially similar to the Services
provided by the persons set forth on Appendix B attached hereto; provided
that the foregoing shall not prohibit solicitation conducted through an
independent employment or recruitment firm (so long as the firm was not
directed to solicit such person or the personnel of Buyer or its Affiliates
generally) or as a result of the use of a general solicitation (such as an
advertisement) not specifically directed to employees of Buyer or its
Affiliates.


 


(f)                                    Notwithstanding
anything to the contrary contained herein, Buyer and its Subsidiaries shall be
permitted to invite all employees listed an Appendix B to this Agreement to any
social or other similar events and such invitation shall not constitute a
solicitation of such individuals in violation of Section 6.01(d) hereof.


 


(g)                                 Given
the commercial and competitive sensitivities of each Party with respect to
certain of its Confidential Information that Limited Brands, on the one hand,
and Buyer and its Subsidiaries, on the other hand, may be provided with or have
access to under this Agreement (such as product pricing information and
customer lists and other similar business information), Limited Brands, on the
one hand, and Buyer and its Subsidiaries, on the other hand, hereby agree that,
in addition to, and without limiting the obligations set forth in Section
6.01(a), unless expressly permitted under this Agreement or necessary to
exercise their rights or to perform their obligations hereunder, Limited
Brands, on the one hand, and Buyer and its Subsidiaries, on the other hand,  shall not disclose or provide access to (i)
any Confidential Information of the other party that relates to pricing or to
customer lists or other customer information, and (ii) any Confidential
Information of the other party that the other party designates should be
subject to the restrictions set forth in this Section 6.01(g), to any Person
who is involved in its and/or any of its Affiliate’s strategic planning and/or
in any of its and/or any of its Affiliate’s pricing, marketing and/or sales
decisions, planning or analysis, or otherwise use such Confidential Information
in connection with any such decisions. 
Without limiting the foregoing, any net sales information of Buyer or
its Subsidiaries that any Limited Brands Entity receives from Buyer or its
Subsidiaries pursuant to Section 3.06 shall be subject to the restrictions set
forth in this Section 6.01(g), and such Limited Brands Entity shall therefore
be obligated hereunder to not disclose or provide access to such Confidential
Information to any Person who is involved in Limited Brands’ and/or any of the
Limited Brand Entity’s strategic planning and/or in any of Limited Brands’
and/or


 


26

















 


any Limited Brand Entity’s pricing, marketing and/or
sales decisions, planning or analysis, or otherwise use such Confidential
Information in connection with any such decisions.  Limited Brands shall cause the Limited Brands Entities, and Buyer
shall cause its Subsidiaries, to comply with the provisions of this
Section 6.01(g).


 


Section
6.02   Audits.  (a)
In addition to the audits provided for in the Schedules attached hereto,
throughout the term of this Agreement and for one (1) year thereafter, Buyer
shall have the right once within each 12 month period, at its own expense and
on thirty (30) days advance written notice to Limited Brands, to have its
auditors or other representatives audit the books and records of any Limited
Brands Entities for the sole purpose of certifying the accuracy of the Service
Costs and Cost Components (including that such costs are reasonably and fairly
allocated to Buyer and its Subsidiaries as contemplated by this Agreement)
charged by Limited Brands to Buyer in accordance with the terms of this
Agreement for the preceding 12-month period subject to (b) below.  In the event such auditing indicates any
overpayment or underpayment of amounts paid to Limited Brands by Buyer, the
applicable party shall pay the other party for the amount of such overpayment
or underpayment, as the case may be, plus interest accruing monthly from the
date of such overpayment or underpayment until the settlement of such amount is
made at the greater of (1) 10% and (2) the Reference Rate plus 5%, in each case
per annum compounded monthly from the relevant payment date through the date of
payment (provided that such interest rate shall not exceed the maximum rate
permitted by applicable Law), within thirty (30) days following the date of
such audit.


 


(b)                                 If
Limited Brands disagrees with the results of Buyer’s audit, Limited Brands may,
within thirty (30) days after delivery of the audit results referred to in (a),
deliver a notice to Buyer disagreeing with the results of such audit.  Any such notice of disagreement shall
specify in reasonable detail those Service Costs, Cost Components or amounts as
to which Limited Brands disagrees and shall specify Limited Brands’ proposed
adjustment(s) to the audit, and Limited Brands shall be deemed to have agreed
with all other items and amounts contained in the audit delivered pursuant to
Section 6.02(a).  If Limited Brands
shall fail to give Buyer such notice of disagreement within such thirty (30)
day period, Limited Brands shall be deemed to have agreed with Buyer as to the
results of such audit.


 


(c)                                  If
a notice of disagreement shall be duly and timely delivered pursuant to Section
6.02(b), Limited Brands and Buyer shall, during the 30 days following such
delivery, use their commercially reasonable efforts to reach agreement on the
disputed Service Costs, Cost Components or other items, which aggregate amount
related to such items shall not be less than the amount thereof shown in
Buyer’s calculations delivered pursuant to Section 6.02(a) nor more than the
amount thereof shown in Limited Brands’ calculation delivered pursuant to Section
6.02(b).  If, during such 30 day period,
Limited Brands and Buyer are


 


27

















 


unable to reach such agreement, they shall within five
(5) days following the end of such 30 day period refer the dispute to KPMG
(other than the offices of KPMG located in Columbus, Ohio, Indianapolis,
Indiana or New York, New York) for resolution.  KPMG shall be directed to promptly commence a review this
Agreement and the disputed items or amounts for the purpose of calculating the
Service Costs and Cost Components in accordance with the provisions of Section
6.02(a).  In making such calculation,
KPMG may examine all work papers utilized in connection with the preparation of
the audit and all materials and other data used by Limited Brands in
determining the Service Costs and Cost Components, but shall consider only
those items or amounts as to which Limited Brands has disagreed.  Such independent accounting firm shall
deliver to Limited Brands and Buyer, as promptly as practicable, but in any
event, within 30 days after such independent accounting firm have commenced
their review, a report setting forth such calculation of such disputed amount,
which calculation shall not be greater than the amount thereof shown in Limited
Brands’ calculation delivered pursuant to Section 6.02(b) nor less than the
amount thereof shown in Buyer’s calculation delivered pursuant to Section
6.02(a).  Such report shall be final and
binding upon the parties hereto absent manifest error.  The cost of such review and report shall be
borne by the party whose position with respect to the calculation (with respect
to Buyer, as delivered pursuant to Section 6.02(a), and with respect to Limited
Brands, as delivered pursuant to Section 6.02(b)) bears the greatest difference
to the final position of the independent accounting firm.


 


(d)                                 Limited
Brands and Buyer agree that they will, and agree to cause their respective
independent accountants and each Subsidiary to, cooperate and assist in the
preparation of the audit and the calculation of the Service Costs and Cost
Components and in the conduct of the reviews and determinations identified by
Section (c), including without limitation, the making available to the extent
necessary of books, records, work papers and personnel for a period of at least
twelve months following the termination of all of the Services hereunder.


 


(e)                                  In
the event such auditing by the independent accounting firm indicates any
overpayment or underpayment of amounts paid to Limited Brands by Buyer, the
applicable party shall pay the other party for the amount of such overpayment
or underpayment, as the case may be, plus interest accruing monthly from the
date of such overpayment or underpayment until the settlement of such amount is
made at the greater of (1) 10% and (2) the Reference Rate plus 5%, in each case
per annum compounded monthly from the relevant payment date through the date of
payment (provided that such interest rate shall not exceed the maximum rate
permitted by applicable Law), within thirty (30) days following the date of
such audit.


 


Section
6.03  No Agency.  (a) Nothing in this Agreement shall constitute or be deemed to
constitute a partnership, agency or joint venture between the parties hereto
or, except as is necessary for performance of the Services, shall constitute or
be deemed to constitute any party the agent or employee of the other


 


28

















 


party for any purpose whatsoever and neither party
shall have authority or power to make any statements, representations or
commitments of any kind, take any action which shall be binding on the other,
or bind the other or to contract in the name of, or create a liability against,
the other in any way or for any purpose.


 


(b)                                 Nothing
in this Agreement shall establish or be deemed to establish any fiduciary
relationship between the parties hereto. The parties’ respective rights and
obligations hereunder shall be limited to the contractual rights and
obligations expressly set forth herein on the terms and conditions set forth
herein.


 


(c)                                  Except
as otherwise specifically provided for herein, each party shall be responsible
for compliance with all applicable Laws, rules, regulations and orders of
governmental authorities, for obtaining required licenses and permits, for the
payments of all applicable taxes and for the conduct and compensation of its
employees.


 


Section
6.04   Force
Majeure.  (a)  Neither the Limited Brands Entities, on the
one hand, nor Buyer and its Subsidiaries, on the other hand, shall be held
liable or responsible to the other party nor be deemed to have defaulted under
or breached this Agreement for failure or delay in fulfilling or performing any
term of this Agreement when such failure or delay is caused by or results from
causes beyond the reasonable control of the affected party (“Force Majeure”), including, but not limited
to, fire; floods; storms; embargoes, war or acts of war (declared or
undeclared); insurrections, riots or other civil commotions; strikes, lockouts,
or other labor disturbances; explosions; sabotage; accidents; governmental
orders; changes in statutes, rules or regulations; delays by unaffiliated
suppliers or carriers; shortages of fuel, power, raw materials or components;
acts of God; or acts, omissions, or delays in acting by any governmental or
military authority, or the other party;
provided, however, it is
understood that this Section 6.04 is intended only to suspend and not discharge
a party’s obligations under this Agreement, and that when the causes of the
failure or delay are removed or alleviated the affected party shall resume
performance of its obligations hereunder. 
In the event that Limited Brands, on the one hand, and Buyer, on the
other hand, are unable to fulfill any of their respective obligations due to
any Force Majeure event shall (1) promptly after the occurrence thereof give
notice to the other party with details of such event and (2) use its
commercially reasonable efforts to remedy such event as promptly as
practicable.  If Limited Brands is
unable to provide any of the Services due to Force Majeure, Limited Brands, on
the one hand, and Buyer and its Subsidiaries, on the other hand, shall exert
commercially reasonable efforts to cooperatively seek a solution that is
mutually satisfactory, such as the subcontracting of all or part of the
provision of the Services under the supervision of Limited Brands for the
period of time during or affected by the Force Majeure.


 


(b)                                 Promptly
on becoming aware of Force Majeure causing a delay in performance or preventing
performance of any obligations imposed by this


 


29

















 


Agreement (and termination of such delay), Buyer shall
have the right, but not the obligation, to engage Subcontractors to perform such
obligations for the duration of such period that Force Majeure delays or
prevents the performance of such obligation by a party.  Buyer shall not be obligated to pay Limited
Brands for any Services that can not be provided due to a Force Majeure event
during the pendency of such Force Majeure event.


 


(c)                                  In
the event that any particular Service is disrupted, altered or temporarily
terminated due to such Force Majeure and such Service cannot be remedied
or restored within a reasonable period of time applicable to such service,
Buyer shall have the right to terminate any such Services (including any
logistic Services) upon reasonable notice to Limited Brands under the
prevailing circumstances.


 


Section
6.05  Entire
Agreement; Successors and Assigns. (a) This Agreement (including the
Schedules constituting a part of this Agreement) constitutes the entire
agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter of this
Agreement.


 


(b)                                 The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.  No party may assign, delegate or otherwise
transfer any of its rights or obligations under this Agreement without the
consent of each other party hereto; provided that Buyer may assign this
agreement (i) to any of its controlled Affiliates so long as Buyer remains
subject to all obligations hereunder, or (ii) to its lenders for collateral
security purposes and Limited Brands may subcontract services in accordance
with Sections 2.01(b) and 3.02 hereof.


 


Section
6.06  Notices.  All notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
transmission) and shall be given:


 


30

















 


(a)                                  If
to Target, to:


 


Lerner
New York Holding, Inc.

450 West 33rd Street

New York, NY  10001

Attention:  Chief Operating Officer

Fax:  (212)  884-2105


 


with
a copy (which shall not constitute notice) to:


 


Kirkland
& Ellis

655 Fifteenth Street, N.W.

Washington, D.C.  20005

Attention:  Michael T. Edsall

Fax:  (202)  879-5200


 


(b)                                 If
to Buyer, to:


 


NY
& Co. Group, Inc.

450 West 33rd Street

New York, NY  10001

Attention:  Chief Operating Officer

Fax:  (212)  884-2105


 


with
a copy (which shall not constitute notice) to:


 


Kirkland
& Ellis

655 Fifteenth Street, N.W.

Washington, D.C.  20005

Attention:  Michael T. Edsall

Fax:  (202)  879-5200


 


(c)                                  If
to Limited Brands, to:


 


Limited
Brands, Inc.

Three Limited Parkway

Columbus, OH 43230

Fax: (614) 415-7188

Attention: Samuel P. Fried


 


with
a copy (which shall not constitute notice) to:


 


31

















 


Davis
Polk & Wardwell

450 Lexington Avenue

New York, NY 10017 

Fax: (212) 450-4800 

Attention: David L. Caplan


 


or to such other addresses or telecopy number and with
such other copies, as such party may hereafter specify for the purpose by notice
to the other parties.  All such notices,
requests and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to 5 p.m. in the place of
receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or
communication shall be deemed not to have been received until the next
succeeding Business Day in the place of receipt.  Each such notice, request or other communication shall be
effective (1) if given by telecopy, when such telecopy is transmitted to
the telecopy number specified in this Section and evidence of receipt is
received or (2) if given by any other means, upon delivery or refusal of
delivery at the address specified in this Section 6.06.


 


Section
6.07  Governing
Law.  This Agreement shall be
governed by and construed in accordance with the Laws of the State of New York,
without regard to conflicts of law rules of such state.


 


Section
6.08  Jurisdiction.  Except as otherwise expressly provided in
this Agreement, the parties hereto agree that any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or
in connection with, this Agreement or the transactions contemplated thereby
shall be brought in the United States District Court for the Southern District
of New York or any New York State court sitting in New York City, Borough of
Manhattan, so long as one of such courts shall have subject matter jurisdiction
over such suit, action or proceeding, and that any cause of action arising out
of this Agreement shall be deemed to have arisen from a transaction of business
in the State of New York, and each of the parties hereby irrevocably consents
to the jurisdiction of such courts (and of the appropriate appellate courts
therefrom) in any such suit, action or proceeding and irrevocably waives, to
the fullest extent permitted by Law, any objection that it may now or hereafter
have to the laying of the venue of any such suit, action or proceeding in any
such court or that any such suit, action or proceeding which is brought in any
such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on
any party anywhere in the world, whether within or without the jurisdiction of
any such court.  Without limiting the
foregoing, each party agrees that service of process on such party as provided
in Section 6.06 shall be deemed effective service of process on such party.


 


Section
6.09  WAIVER
OF JURY TRIAL.  THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO


 


32

















 


THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


Section
6.10  Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement or the application
of any such provision to any Person or circumstance shall be held to be
prohibited by, illegal or unenforceable under applicable law or rule in any
respect by a court of competent jurisdiction, such provision shall be
ineffective only to the extent of such prohibition, illegality or
unenforceability, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.


 


Section
6.11   Amendments and Waivers. (a)  Any provision of this Agreement may be
amended or waived if, but only if, such amendment or waiver is in writing and
is signed, in the case of an amendment, by each party to this Agreement, or in
the case of a waiver, by the party against whom the waiver is to be effective.


 


(b)                                 No
failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. 
The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by Law.


 


Section
6.12  Counterparts.  This Agreement may be signed in any number
of counterparts, each of which shall be an original with the same effect as if
the signatures thereto and hereto were on the same instrument.  This Agreement shall become effective when
each party hereto shall have received a counterpart hereof signed by the other
party hereto.


 


Section
6.13  Captions;
Certain Terms.  The captions
herein are included for convenience of reference only and shall be ignored in
the construction or interpretation hereof. 
All references to “$” or “dollars” shall be to United States dollars
and all references to “days” shall be to calendar days unless
otherwise specified.  Whenever the words
“include”,
“includes”
or “including”
are used in this Agreement, they shall be deemed to be followed by the words,
“without limitation.”  The Schedules
hereto shall be deemed to be incorporated in and an integral part of this
Agreement.


 


Section
6.14  Fiscal Periods, Fiscal Years.  In the event that Limited Brands changes its
fiscal year end from the Saturday that is closest to January 31st,
the parties hereby agree to make any conforming changes to this Agreement and
the Schedules attached hereto with respect to any dates based on such periods.


 


Section
6.15  Guaranty. 
Target hereby irrevocably and unconditionally guarantees to Limited
Brands the prompt and full discharge by Buyer of all of


 


33

















 


Buyer’s obligations and
liabilities under this Agreement including, without limitation, the payment of
all amounts which are or may become due and payable by Buyer hereunder when and
as the same shall become due and payable (collectively, the “Buyer Obligations”), in accordance with the
terms hereof.  Target acknowledges and
agrees that, with respect to all Buyer Obligations to pay money, such guaranty
shall be a guaranty of payment and performance and not of collection and shall
not be conditioned or contingent upon the pursuit of any remedies against Buyer.  If Buyer shall default in the due and
punctual performance of any Buyer Obligation, including the full and timely
payment of any amount due and payable pursuant to any Buyer Obligation, Target
will forthwith perform or cause to be performed such Buyer Obligation and will
forthwith make full payment of any amount due with respect thereto at its sole
cost and expense.  Target hereby waives
any right, whether legal or equitable, statutory or non-statutory, to require
Limited Brands to proceed against or take any action against or pursue any
remedy with respect to Buyer before Limited Brands may enforce its rights
hereunder against Target.


 


[Remainder
of page intentionally left blank; next page is signature page]


 


34

















 


IN WITNESS WHEREOF, the
parties have caused this Transition Services Agreement to be signed by their
duly authorized representatives.


 


	
   

  	
  LIMITED BRANDS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy J. Faber

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LERNER NEW YORK HOLDING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald W. Ristau

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  NY & CO. GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald W. Ristau

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


Appendix A


 


 


Scheduled
Consents


 


37

















 


Appendix
A


 


Consents


 


	
  Vendor

  	
   

  	
  Application
  / Product

  	
   

  	
  Business
  Process / Function

  
	
  Business
  Application Software

  	
   

  	
   

  
	
  GEAC

  	
   

  	
  GEAC “E” Series

  	
   

  	
  Payroll/Human Resource

  
	
  IBM

  	
   

  	
  Polling

  	
   

  	
  Store Polling

  
	
  SVI

  	
   

  	
  Island Pacific Financials

  	
   

  	
  General Ledger, Accounts
  Payable, Fixed Assets, Stock Ledger

  
	
  SVI

  	
   

  	
  Island Pacific
  Merchandising

  	
   

  	
  Includes: OSI-SVP Gift
  Card Lookup

  
	
  SVI

  	
   

  	
  Island Pacific Sales
  Audit

  	
   

  	
  Sales Audit

  
	
  Gerber Technology

  	
   

  	
  Accumark

  	
   

  	
  Garment Pattern Making

  
	
  Lectra

  	
   

  	
  CDI U4ia

  	
   

  	
  CAD Design System

  
	
  Datacolor

  	
   

  	
  Colortools / Colorite

  	
   

  	
  Garment Color Management

  
	
  NCR

  	
   

  	
  Teredata (NCR Unix and NT
  SQL)

  	
   

  	
  Data Warehouse Decision
  Support / Analysis

  
	
  Trintech

  	
   

  	
  Driscoll

  	
   

  	
  Bank Reconciliation

  
	
  Hyperion

  	
   

  	
  Hyperion Essbase

  	
   

  	
  Finance, Planning

  
	
  Corel

  	
   

  	
  Micrografx

  	
   

  	
  Drawing/design

  
	
  Gerber Technology

  	
   

  	
  WebPDM

  	
   

  	
  Garment technical
  specifications

  
	
  JDA

  	
   

  	
  Arthur Planning (MIPS)

  	
   

  	
  Merchandise Planning

  
	
  JDA

  	
   

  	
  Arthur Allocation

  	
   

  	
  Allocation

  
	
  MicroStrategy

  	
   

  	
  MicroStrategy DSS Agent

  	
   

  	
  DW Decision Support /
  Analysis (user interface)

  
	
  Sterling

  	
   

  	
  Sterling Gentran
  Translator

  	
   

  	
  EDI - VAN-based

  
	
  Sterling

  	
   

  	
  Sterling Web Suites

  	
   

  	
  EDI - web-based

  
	
  Peregrine

  	
   

  	
  Peregrine System

  	
   

  	
   

  
	
  Network Associates

  	
   

  	
  McAfee Antivirus

  	
   

  	
   

  
	
  Systems
  Software

  	
   

  	
   

  	
   

  	
   

  
	
  ASC

  	
   

  	
  Resource Accountant

  	
   

  	
   

  
	
  ProData

  	
   

  	
  DBU

  	
   

  	
   

  
	
  Aldon

  	
   

  	
  Scompare

  	
   

  	
   

  
	
  Aldon

  	
   

  	
  Change Management System

  	
   

  	
   

  
	
  IBM

  	
   

  	
  ACF/SSP

  	
   

  	
   

  
	
  IBM

  	
   

  	
  ADCS

  	
   

  	
   

  
	
  IBM

  	
   

  	
  APL2

  	
   

  	
   

  
	
  IBM

  	
   

  	
  APL2/AE

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  Batch Processor

  	
   

  	
   

  
	
  IBM

  	
   

  	
  BDT

  	
   

  	
   

  
	
  IBM

  	
   

  	
  BookManager Bookserver

  	
   

  	
   

  
	
  IBM

  	
   

  	
  BookManager Read

  	
   

  	
   

  
	
  IBM

  	
   

  	
  BTAM

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-90’s Services - MVS
  (TNG Framework for OS/390)

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-Easytrieve DB2

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-Easytrieve Plus for
  MVS

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-Easytrieve Plus
  Runtime

  	
   

  	
   

  



 


1

















 


	
  Vendor

  	
   

  	
  Application
  / Product

  	
   

  	
  Business
  Process / Function

  
	
  Computer Associates

  	
   

  	
  CA-Faver MVS

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-Global Subsystem (GSS
  for MVS)

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-IDMS Core (DB + IDD +
  CV)

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-IDMS Culprit MVS

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-IDMS DC MVS

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-IDMS Online Query MVS

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-IDMS SQL

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-IDMS UCF

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-IDMS VSAM Transparency

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-Insight for DB2

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-Intertest

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-Intertest Batch

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-Panvalet

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-Panvalet/ISPF

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-Panvalet/TSO

  	
   

  	
   

  
	
  IBM

  	
   

  	
  CICS

  	
   

  	
   

  
	
  IBM

  	
   

  	
  CICS 3270 PC

  	
   

  	
   

  
	
  Compuware

  	
   

  	
  CICS Abend-Aid/FX

  	
   

  	
   

  
	
  IBM

  	
   

  	
  CICS/ESA

  	
   

  	
   

  
	
  MacKinney

  	
   

  	
  CICS/Qsort

  	
   

  	
   

  
	
  IBM

  	
   

  	
  Cobol for OS/390

  	
   

  	
   

  
	
  BMC

  	
   

  	
  Control-D

  	
   

  	
   

  
	
  BMC

  	
   

  	
  Control-M

  	
   

  	
   

  
	
  BMC

  	
   

  	
  Control-O

  	
   

  	
   

  
	
  BMC

  	
   

  	
  Control-R

  	
   

  	
   

  
	
  BMC

  	
   

  	
  Control-T

  	
   

  	
   

  
	
  BMC

  	
   

  	
  Control-V

  	
   

  	
   

  
	
  BMC

  	
   

  	
  Control-W (ECSGATE)

  	
   

  	
   

  
	
  IBM

  	
   

  	
  Domino Go Web Server 5.0

  	
   

  	
   

  
	
  IBM

  	
   

  	
  Domino Go Web Server NA
  Secure 5.0

  	
   

  	
   

  
	
  IBM

  	
   

  	
  eNetwork Communication
  Server IP

  	
   

  	
   

  
	
  IBM

  	
   

  	
  eNetwork Communication
  Server SNA

  	
   

  	
   

  
	
  IBM

  	
   

  	
  FFST

  	
   

  	
   

  
	
  Compuware

  	
   

  	
  Fileaid/MVS

  	
   

  	
   

  
	
  IBM

  	
   

  	
  FORTRAN

  	
   

  	
   

  
	
  IBM

  	
   

  	
  GDDM

  	
   

  	
   

  
	
  IBM

  	
   

  	
  GPAR

  	
   

  	
   

  
	
  IBM

  	
   

  	
  GTF

  	
   

  	
   

  
	
  IBM

  	
   

  	
  IFAR

  	
   

  	
   

  



 


2

















 


	
  Vendor

  	
   

  	
  Application
  / Product

  	
   

  	
  Business
  Process / Function

  
	
  IBM

  	
   

  	
  Infoman

  	
   

  	
   

  
	
  IBM

  	
   

  	
  InfoSys

  	
   

  	
   

  
	
  IBM

  	
   

  	
  IOCP

  	
   

  	
   

  
	
  Software Diversified

  	
   

  	
  IPCP

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JES/328X

  	
   

  	
   

  
	
  Diversified Software

  	
   

  	
  JobScan

  	
   

  	
   

  
	
  Soft Systems

  	
   

  	
  JPU

  	
   

  	
   

  
	
  IBM

  	
   

  	
  LE Data Encryption

  	
   

  	
   

  
	
  IBM

  	
   

  	
  NCP

  	
   

  	
   

  
	
  IBM

  	
   

  	
  NDM

  	
   

  	
   

  
	
  IBM

  	
   

  	
  Net Question

  	
   

  	
   

  
	
  IBM

  	
   

  	
  Netview

  	
   

  	
   

  
	
  IBM

  	
   

  	
  NPM

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OGL/370

  	
   

  	
   

  
	
  Candle

  	
   

  	
  Omegamon II for CICS

  	
   

  	
   

  
	
  Candle

  	
   

  	
  Omegamon II for MVS

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 DFMSMSdfp 1.3.0

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 DFSMSdss

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 DFSMShsm

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 DFSORT

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 EREP/MVS 3.5.0

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 HCD

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 HL Assembler 1.2.0

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 ICKDSF R16

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 ISPF

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 JES2

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 Language
  Environment

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 MVS/ESA BCP

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 RMF 5.2

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 SDSF

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 Security Server
  (RACF)

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 SMP/E

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 TCP/IP 3.2

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 TSO/E

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 VTAM 4.4

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS/390

  	
   

  	
   

  
	
  IBM

  	
   

  	
  PI and Special Fonts

  	
   

  	
   

  
	
  IBM

  	
   

  	
  PL/1 C/L

  	
   

  	
   

  
	
  IBM

  	
   

  	
  PMF

  	
   

  	
   

  



 


3

















 


	
  Vendor

  	
   

  	
  Application
  / Product

  	
   

  	
  Business
  Process / Function

  
	
  IBM

  	
   

  	
  PPFA

  	
   

  	
   

  
	
  IBM

  	
   

  	
  PSF

  	
   

  	
   

  
	
  Chicago-Soft

  	
   

  	
  QuickRef

  	
   

  	
   

  
	
  SAS

  	
   

  	
  SAS Base

  	
   

  	
   

  
	
  SAS

  	
   

  	
  SAS Graph

  	
   

  	
   

  
	
  IBM

  	
   

  	
  SDF II

  	
   

  	
   

  
	
  Discover

  	
   

  	
  Senden Interface Program

  	
   

  	
   

  
	
  Compuware

  	
   

  	
  Shared Services

  	
   

  	
   

  
	
  Unicom

  	
   

  	
  Smart Security
  Administrator

  	
   

  	
   

  
	
  Software Diversified

  	
   

  	
  Smartmail

  	
   

  	
   

  
	
  IBM

  	
   

  	
  Sonoran Sans Serif Fonts

  	
   

  	
   

  
	
  IBM

  	
   

  	
  Sonoran Sans Serif Head

  	
   

  	
   

  
	
  IBM

  	
   

  	
  Sonoran Serif Font

  	
   

  	
   

  
	
  DTS

  	
   

  	
  SRS

  	
   

  	
   

  
	
  IBM

  	
   

  	
  SSP

  	
   

  	
   

  
	
  Compuware

  	
   

  	
  Strobe

  	
   

  	
   

  
	
  Compuware

  	
   

  	
  Strobe base release

  	
   

  	
   

  
	
  Compuware

  	
   

  	
  Strobe MVS

  	
   

  	
   

  
	
  Software Diversified

  	
   

  	
  SuperSender

  	
   

  	
   

  
	
  Candle

  	
   

  	
  SuperSession

  	
   

  	
   

  
	
  IBM

  	
   

  	
  Unix System Service
  Application Services

  	
   

  	
   

  
	
  IBM

  	
   

  	
  VS/APL

  	
   

  	
   

  
	
  Compuware

  	
   

  	
  Xpediter/CICS

  	
   

  	
   

  
	
  Compuware

  	
   

  	
  Xpediter/CICS

  	
   

  	
   

  
	
  Compuware

  	
   

  	
  Xpediter/TSO

  	
   

  	
   

  
	
  Compuware

  	
   

  	
  Xpediter/TSO

  	
   

  	
   

  
	
  Compuware

  	
   

  	
  Xpediter/Xchange

  	
   

  	
   

  
	
  Veritas

  	
   

  	
  Backup Exec

  	
   

  	
   

  
	
  HP

  	
   

  	
  C Compiler

  	
   

  	
   

  
	
  HP

  	
   

  	
  Ignite-UX

  	
   

  	
   

  
	
  HP

  	
   

  	
  HP-UX

  	
   

  	
   

  
	
  HP

  	
   

  	
  MC/ServiceGuard

  	
   

  	
   

  
	
  HP

  	
   

  	
  MirrorDisk/UX

  	
   

  	
   

  
	
  HP

  	
   

  	
  GlancePlus/UX

  	
   

  	
   

  
	
  HP

  	
   

  	
  C++ Compler

  	
   

  	
   

  
	
  HP

  	
   

  	
  OnLineJFS

  	
   

  	
   

  
	
  HP

  	
   

  	
  Measureware Srvr Agt

  	
   

  	
   

  
	
  HP

  	
   

  	
  FSTk Network Tools

  	
   

  	
   

  
	
  HP

  	
   

  	
  IT/Operations Agt

  	
   

  	
   

  



 


4

















 


	
  Vendor

  	
   

  	
  Application
  / Product

  	
   

  	
  Business
  Process / Function

  
	
  BMC

  	
   

  	
  BMC Availability

  	
   

  	
   

  
	
  BMC

  	
   

  	
  BMC SQL Explore

  	
   

  	
   

  
	
  BMC

  	
   

  	
  BMC DB Reorg

  	
   

  	
   

  
	
  SyncSort

  	
   

  	
  SyncSort

  	
   

  	
   

  
	
  Netscape

  	
   

  	
  Netscape Fasttrack Server

  	
   

  	
   

  
	
  Netscape

  	
   

  	
  Netscape Communicator

  	
   

  	
   

  
	
  HP

  	
   

  	
  OpenView License Server

  	
   

  	
   

  
	
  HP

  	
   

  	
  HP PerfView Analyzer

  	
   

  	
   

  
	
  HP

  	
   

  	
  IT/Operations

  	
   

  	
   

  
	
  HP

  	
   

  	
  FSTk Software Development

  	
   

  	
   

  
	
  HP

  	
   

  	
  FSTk System Admin

  	
   

  	
   

  
	
  HP

  	
   

  	
  FSTk Non Image Format

  	
   

  	
   

  
	
  HP

  	
   

  	
  FSTk Word Process

  	
   

  	
   

  
	
  HP

  	
   

  	
  HP Jet Admin for UNIX
  Utility

  	
   

  	
   

  
	
  HP

  	
   

  	
  ECS
  Configuration/Management for NNM

  	
   

  	
   

  
	
  HP

  	
   

  	
  Emanate SNMP Agent

  	
   

  	
   

  
	
  HP

  	
   

  	
  SNMP Extensible Agent

  	
   

  	
   

  
	
  HP

  	
   

  	
  HP Bridge Manager for
  Enterprise Storage Mgmt

  	
   

  	
   

  
	
  HP

  	
   

  	
  HP SCSI Gateway Software
  for Ent. Storage Mgmt

  	
   

  	
   

  
	
  HP

  	
   

  	
  IT/O English Oracle

  	
   

  	
   

  
	
  Digital Controls

  	
   

  	
  LP Plus

  	
   

  	
   

  
	
  Oracle

  	
   

  	
  Oracle Ent. Edition

  	
   

  	
   

  
	
  Oracle

  	
   

  	
  Oracle Std. Edition

  	
   

  	
   

  



 


Other Consents:


1.  Consents
with respect to Cash Transfer Matters (as defined in Schedule VII).


 


2.  Consents
with respect to Collection Matters (as defined in Schedule VII).


 


5

















 


Appendix B


 


 


Limited
Brands Associates Who May Be Solicited to Become Lerner Associates


 


	
  Purchasing:

  	
   

  	
   

  	
   

  	
   

  
	
  *Donna Wenz-Weber

  	
   

  	
  –

  	
   

  	
  Director

  
	
  *Bob Lewis

  	
   

  	
  –

  	
   

  	
  Manager

  
	
  *Donna Weber

  	
   

  	
  –

  	
   

  	
  Assistant

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Copy
  Center:

  	
   

  	
   

  	
   

  	
   

  
	
  *Jerry Peterson

  	
   

  	
  –

  	
   

  	
  Supervisor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Imports/Logistics:

  	
   

  	
   

  	
   

  	
   

  
	
  *Kathleen Lawrence

  	
   

  	
  –

  	
   

  	
  Manager Int’l Compliance

  
	
  Victor Borrero

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Distribution:

  	
   

  	
   

  	
   

  	
   

  
	
  Bruce Mosier

  	
   

  	
  –

  	
   

  	
  Director Lerner
  Distribution

  
	
  Mark Kell

  	
   

  	
  –

  	
   

  	
  Manager - Outbound
  Operations

  
	
  Steve Lipps

  	
   

  	
  –

  	
   

  	
  Supervisor - Outbound
  Operations (First Shift)

  
	
  Greg Noel

  	
   

  	
  –

  	
   

  	
  Supervisor - Reserve
  Storage (First Shift)

  
	
  Todd Patton

  	
   

  	
  –

  	
   

  	
  Supervisor -
  Merchandise Coordination

  
	
  Chuck Cuddihy

  	
   

  	
  –

  	
   

  	
  Supervisor - Inbound
  Operations (First Shift)

  
	
  Benitta McDonald

  	
   

  	
  –

  	
   

  	
  Supervisor - Vendor
  Coordination

  
	
  Rick Phillips

  	
   

  	
  –

  	
   

  	
  Supervisor - Outbound
  Operations (Second Shift)

  
	
  Deon Flie

  	
   

  	
  –

  	
   

  	
  Manager - Second Shift
  Operations

  
	
  John Carr

  	
   

  	
  –

  	
   

  	
  Manager - Inbound
  Operations (Second Shift)

  
	
  Susan Battenberg

  	
   

  	
  –

  	
   

  	
  Administrative
  Assistant

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IT:

  	
   

  	
   

  	
   

  	
   

  
	
  Alan Gelber

  	
   

  	
  –

  	
   

  	
  Director, Business
  Services

  
	
  Albert Cavallaro

  	
   

  	
  –

  	
   

  	
  Manager, IT Business Services

  
	
  Lou Fiore

  	
   

  	
  –

  	
   

  	
  Information Center
  Analyst

  
	
  Donna Hobbs

  	
   

  	
  –

  	
   

  	
  Technical Analyst

  
	
  Albert Lavie

  	
   

  	
  –

  	
   

  	
  Database Administrator

  
	
  Natalya (Natasha)
  Lomaka

  	
   

  	
  –

  	
   

  	
  Programmer/Analyst

  
	
  Sergey Semenov

  	
   

  	
  –

  	
   

  	
  Programmer/Analyst

  
	
  Ariel Dele Fuente

  	
   

  	
  –

  	
   

  	
  Information Center Analyst

  
	
  Sean Kerrigan

  	
   

  	
   

  	
   

  	
   

  
	
  Ed Lares

  	
   

  	
  –

  	
   

  	
  Product Technology

  
	
  Robert Gonzales

  	
   

  	
  –

  	
   

  	
  Network Analyst

  
	
  Mike Anselmo

  	
   

  	
  –

  	
   

  	
  Network Analyst

  
	
  Robert Neumann

  	
   

  	
  –

  	
   

  	
  Network Analyst

  



 


38

















 


	
  Matt Casilinuovo

  	
   

  	
  –

  	
   

  	
  Network Analyst

  
	
  Peter Jaworowski

  	
   

  	
  –

  	
   

  	
  Network Analyst

  
	
  Matt Brown

  	
   

  	
  –

  	
   

  	
  PC Desktop Analyst

  
	
  Rodney Caldwell

  	
   

  	
  –

  	
   

  	
  PC Desktop Analyst

  
	
  Rick Spencer

  	
   

  	
  –

  	
   

  	
  Telecom
  Administrator/Specialist

  
	
  Leon Abbot

  	
   

  	
  –

  	
   

  	
  Telecom
  Administrator/Specialist

  
	
  Ismael Estrada

  	
   

  	
  –

  	
   

  	
  Operations Manager (NY
  Campus)

  
	
  Travis Hardison

  	
   

  	
  –

  	
   

  	
  Production Scheduler

  
	
  Debra Van Iderstine

  	
   

  	
  –

  	
   

  	
  Production Scheduler

  
	
  Florence Anderson

  	
   

  	
  –

  	
   

  	
  Production Scheduler

  
	
  George Miller

  	
   

  	
  –

  	
   

  	
  Lead Operator

  
	
  Ali Subhaw

  	
   

  	
  –

  	
   

  	
  Lead Operator

  
	
  Derek Green

  	
   

  	
  –

  	
   

  	
  I/O Operator

  
	
  Sarita Rosa

  	
   

  	
  –

  	
   

  	
  Telecom Coordinator

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Real
  Estate Payables:

  	
   

  	
   

  	
   

  	
   

  
	
  Dan Bruni

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Distribution
  Quality Control:

  
	
  Diane Delbalso

  	
   

  	
  –

  	
   

  	
  Supervisor

  
	
  Tiffany Smith

  	
   

  	
  –

  	
   

  	
  Group Lead:  AM shift

  
	
  Jacquie Moore

  	
   

  	
  –

  	
   

  	
  Auditor

  
	
  Blanche Guest

  	
   

  	
  –

  	
   

  	
  Auditor

  
	
  Jenna Shappard

  	
   

  	
  –

  	
   

  	
  Auditor

  
	
  Stephanie Kendrick

  	
   

  	
  –

  	
   

  	
  Auditor

  
	
  Mary Cook

  	
   

  	
  –

  	
   

  	
  Auditor

  
	
  Lori Green

  	
   

  	
  –

  	
   

  	
  Handler/Auditor

  
	
  Karen Lortz

  	
   

  	
  –

  	
   

  	
  Clerical

  
	
  Marilyn Salyer

  	
   

  	
  –

  	
   

  	
  Group Lead:  PM shift

  
	
  Zengeih Kiflemariam

  	
   

  	
  –

  	
   

  	
  Auditor

  
	
  Gale Hartmann

  	
   

  	
  –

  	
   

  	
  Auditor

  



 












* Expected to become
Lerner Associates immediately upon closing.


 


39

















 


APPENDIX C


 


Cost
Methodologies


 


40

















 


Appendix C


 


	
  Schedule

  	
   

  	
  Reference

  	
   

  	
  Language

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.               Schedule I

  	
   

  	
  Page 1, ¶2, Part 3

  	
   

  	
  $10,000 per month for
  support and coordination provided by Limited Brands’ Corporate Human
  Resources Department.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.               Schedule I

  	
   

  	
  Page 2, §3

  	
   

  	
  Claims costs for
  Short-Term Inactive Employees which will be paid in accordance with
  Section 9.03 of the Stock Purchase Agreement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.               Schedule II

  	
   

  	
  Appendix D, including
  D-1 and D-2

  	
   

  	
  Entire Appendix.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.               Schedule III

  	
   

  	
  Sections 1.7, 2.3,
  through 2.6,  2.8, 2.10, and 5.1

  	
   

  	
  In each case, entire
  paragraph.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.               Schedule IV

  	
   

  	
  ¶1

  	
   

  	
  Lerner may, upon
  reasonable advance written notice to Limited Brands, elect to pay such costs
  directly to the appropriate third party service providers.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.               Schedule IV

  	
   

  	
  Appendix B

  	
   

  	
  Entire Appendix.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.               Schedule IV

  	
   

  	
  Pages 4 and 5

  	
   

  	
  The specific billing
  method described as the Progress Payment Schedule.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.               Schedule V

  	
   

  	
  Appendix A

  	
   

  	
  Entire Appendix.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.               Schedule V

  	
   

  	
  Pages 3 and 4

  	
   

  	
  Migration assistance
  and lease abstract services fixed at $50,000.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.         Schedule VI

  	
   

  	
  Page 1, ¶3

  	
   

  	
  Entire paragraph.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.         Schedule VII

  	
   

  	
  Page 1, ¶1

  	
   

  	
  Second and third
  sentence.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.         Schedule VIII

  	
   

  	
  Section 1.2

  	
   

  	
  Entire paragraph.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.         Schedule IX

  	
   

  	
  Page 1, ¶1

  	
   

  	
  Entire paragraph.

  



 

















 


Human Resources
and Benefits Services – Schedule I


 


Limited Brands’
obligation to provide or procure and Lerner’s obligation to purchase the
benefit Services described in this Schedule shall terminate, subject to
Lerner’s prior termination of its right to receive and obligation to purchase
Services hereunder, no later than February 28, 2003 for support Services and no
later than March 31, 2003 for transition Services, except as may be
specifically provided for herein, and provided that Lerner will use its
commercially reasonable best efforts to terminate support Services by December
31, 2002.  Lerner may terminate its
right to Services hereunder as of any date upon 15 days’ written notice to
Limited Brands, and following the date of such termination Lerner shall have no
further obligations hereunder other than payment to Limited Brands for any Services
rendered prior to the date of such termination in accordance with the
provisions of this Schedule.


 


Except as otherwise noted
herein, the cost for performance of the Services on this schedule will be in
accordance with the following terms: 1) general plan administrator and
third-party support Services costs will be on the Customary Billing Method; 2)
specific third-party costs attributable to costs incurred pursuant to the
request of Lerner will be on the Pass-Through Billing Method; and, 3) $10,000
per month for support and coordination provided by Limited Brands’ Corporate
Human Resources Department.


 


Benefits Plans Support
Services


 


Health and Welfare Benefit Plans


 


Based on meeting
eligibility requirements, individuals employed by Lerner prior to the
termination of Limited Brands’ obligations under this Schedule I (and eligible
beneficiaries thereof) (“Lerner Associates”) will continue to participate in
the following plans and programs of Limited Brands until termination of Limited
Brands’ obligation to provide support Services under this Schedule I:


 


•                  Health
Plans


 


•                  Medical
Program


 


•                  Dental
Program


 


•                  Vision
Discount Program


 


•                  Long-term
Disability Program (with respect to Associates who are not Short-Term Inactive
Employees as defined in Section 9.03(a) of the Stock Purchase Agreement)


 


•                  Group
Term Life Insurance


 


•                  Executive
Medical Plan


 


•                  Unemployment
Case Administration (on a claims made basis)


 

















 


•                  Relocation
Services


 


•                  Crisis
Management


 


In the event that
Limited Brands’ Crisis Preparedness Team implements a plan of action in
response to a crisis which affects Limited Brands and could be reasonably
deemed to affect Lerner, Limited Brands shall include Lerner in such
implementation as if the Closing had not occurred. In the event of a crisis
which affects Lerner but which does not affect Limited Brands, Limited Brands
will provide consulting and support to Lerner with respect to matters that are
typically addressed by Limited Brands’ Crisis Preparedness Team.


 


1.                                       Health
Plan Benefits / Claims


 


Limited Brands
will retain liability for the payment of claims incurred prior to the Closing
Date, regardless of when reported, pursuant to the provisions of Section 9.03
of the Stock Purchase Agreement.


 


Costs for claims incurred
on or after the Closing Date and prior to the termination of this Schedule I
and processed for Lerner Associates will be paid by Limited Brands and billed
to Lerner using the Pass-Through Billing Method.  Notwithstanding anything contained herein to the contrary and
irrespective of the periods of support provided hereunder, Lerner will continue
to reimburse Limited Brands under the payment terms of this Agreement for all
claims and benefits expenditures incurred for claims incurred on or subsequent
to the Closing Date and prior to the termination of this Schedule I,
irrespective of when processed for payment or collection, provided such claims
are reported within 15 months after the date the related service was performed
or provided.  This applies to active
participants and participants (or their eligible dependents) who become
entitled to receive COBRA coverage on or after the Closing Date.


 


2.                                       Participant
Contributions


 


Lerner will retain the
contributions of Lerner Associates as an offset to the claims costs paid to
Limited Brands.


 


3.                                       Administration


 


Medical, dental
and group term life and long-term disability benefits administration will be
contracted with third party suppliers and the administration and claims costs
will be billed on the Pass-Through Billing Method, except with respect to
long-term disability administration and claims costs for Short-Term Inactive
Employees which will be paid in accordance with Section 9.03 of the Stock
Purchase Agreement.


 


Administrative
Services provided by Limited Brands in connection with the management and
oversight of the Health and Welfare Benefit Plans will include, without
limitation:


 


2

















 


•                  Claims
adjudication under the terms of the available plans;


 


•                  Maintenance
of toll-free telephone lines for inquiries and questions, etc.;


 


•                  Interactions
with vendors; and,


 


•                  External
support services.


 


Such services will not
include, and Lerner shall be solely responsible for:


 


•                  Maintenance
of eligibility files;


 


•                  Employee
enrollment;


 


•                  Notification
to Limited Brands of enrollment and status changes;


 


•                  Internal
support services, including COBRA notification; and,


 


•                  Communications
with Lerner Associates regarding such plans.


 


Other Benefit Plans


 


Effective as of the close
of business on the Closing Date, Lerner Associates will no longer participate
in, nor will Limited Brands provide benefits under, the following programs
except to the extent required by the terms of the programs, applicable law or
as specified in Article 9 of the Stock Purchase Agreement:


 


•                  Limited
Brands Employee Stock Purchase Plan


 


•                  Limited
Brands Stock Option and Restricted Stock Plans


 


•                  Limited
Brands Supplemental Retirement Plan


 


Benefit Plans Transition Services


 


Limited Brands will
provide necessary assistance to facilitate the smooth transition either to the
benefit plans of Buyer or to stand-alone benefit plans of Lerner, which
transition assistance will include:


 


•                  Coordination
with and access to necessary vendors and service providers.


 


•                  Support
of the Lerner payroll function for preparation of all tax and statutorily
required filings for the calendar year ending December 31, 2002.


 


•                  Coordination
and assistance with outside accountants and professionals as is reasonably
necessary to prepare audit reports and necessary filings at the request of and
on behalf of Lerner for the calendar year ended December 31, 2002 for the
benefits programs listed herein.  The
costs for such Services shall be billed using the Customary Billing Method.


 


3

















 


Other Matters


 


Any direct expenses (legal fees, travel, etc.)
incurred at Lerner’s direction in connection with the provisions of these
Services will be billed under the Pass-Through Billing method.


 


The agreement of Limited Brands and Buyer relating to
Limited Brands Savings and Retirement Plan, Limited Brands Supplemental
Retirement Plan and disability with respect to the Short-Term Inactive
Employees and credit for pre-Closing service are set forth in Article 9 of the
Stock Purchase Agreement.


 


4

















 


Schedule II


 


Information
Technology Services


 


Limited Brands’ obligation to provide or procure, and
Lerner’s obligation to purchase, the Services described in this Schedule shall
expire, except as expressly identified below, on October 1, 2004 (the “Expiration
Date”).  The costs for the
Services on this Schedule shall be billed and paid by Lerner as set forth on
Appendix D attached hereto.


 


Except as expressly provided herein or as otherwise
agreed to by Lerner and Limited Brands in writing, all information technology
equipment resources and services including onsite equipment and shared
equipment described herein or otherwise used in connection with or related to
the provision of the Services hereunder shall remain the property of Limited
Brands Entities (including, subject to Section 2.8, all Wide Area Network and Local Area Network and wiring
infrastructure supporting Lerner).


 


During the term of this Schedule II, Lerner shall
comply with all policies and procedures generally applicable to Limited Brands
Entities in connection with the Services provided under this Schedule,
including Limited Brands, Inc. Policy on Associates’ Use of Electronic
Equipment/Information and Communications attached hereto as Appendix A.  Limited Brands shall notify Lerner in
writing of any changes to any such policies or procedures prior to the
implementation thereof and shall include in any such notice the date on which such
amended policy or procedure shall become effective and a copy of such amended
policy or procedure.  Notwithstanding
the foregoing, in no event shall Lerner be required to comply with any amended
policies or procedures if Lerner does not receive a copy of the same from
Limited Brands and prior written notice of the date on which any such policy or
procedure shall become effective.


 


A copy of the Service
Level Partnership guidelines between Lerner and Limited Technology
Services Inc. (“LTS”) in effect as
of the Closing Date, as amended by the parties to this Agreement, is attached
to this Schedule II as Appendix E (as amended from time to time during the term
of this Schedule II, the “Service Level
Partnership”). Lerner and Limited Brands acknowledge and agree that:
(i) the Service Level Partnership, as is the case with all such other service
level partnerships among the Limited Brand Entities, constitutes non-binding
principles that represent only a target level for the Services on this Schedule
that Limited Brands will use commercially reasonable efforts to achieve during
the term of this Schedule II; (ii) neither the Service Level Partnership itself
nor its inclusion in this Schedule constitutes a representation, warranty,
covenant or guarantee that any or all of the levels of service set forth therein
have been met prior to the Closing Date or will be met following the Closing
Date; and (iii) nothing in this paragraph shall amend, modify or supercede (A)
the nature, quality and standard of care applicable to the delivery of the
Services hereunder as set forth in Section 4.01 of the Agreement, or (B) the
limitation of liability  of any
Limited Brands Indemnified Person pursuant to Section 4.04 of the
Agreement.  The Service Level
Partnership is subject to change based on changes in equivalent levels of
service that affect other Limited Brands Entities generally; provided  that
Limited Brands shall provide Lerner with reasonable (and in any case at least
thirty (30) days) prior written


 

















 


notice of any proposed changes to the
Service Level Partnership and provide Lerner with an opportunity to review and
comment on such proposed changes as such levels of service relate to Lerner and
reasonably cooperate with Lerner in the implementation of any changes to the
levels of service set forth in the Service Level Partnership.  Promptly following the Closing Date, Limited
Brands and Lerner shall mutually agree to appropriate escalation procedures to
be followed in the event that there is a consistent failure to meet the levels
of service set forth in the Service Level Partnership by Limited Brands and
such failure does not affect other Limited Entities generally.


 


Lerner hereby grants to Limited Brands the right to
continue to occupy and utilize Limited Brands’ existing office space within the
Lerner headquarters (or with respect to office space used by Limited Brands’
personnel within the Lerner headquarters, equivalent office space within
Lerner’s headquarters) throughout the duration of this Schedule.  Limited Brands agrees that it shall only
occupy approximately the same amount
of Lerner office space during the term of this Schedule II as was occupied by
Limited Brands on the Closing Date.  It
is understood that such office space will be utilized by Limited Brands to
provide information technology services to Lerner, as well as other Limited
Brand Entities.  Limited Brands will
cause any employees, consultants, or contractors of Limited Brands using, or
having access to any Lerner office space to execute customary non-disclosure
agreements in favor of Lerner in a form reasonably satisfactory to Limited
Brands and Lerner.  Lerner will cause
any employees, consultants or contractors of Lerner using, or having access to
any data about any of the other Limited Brands Entities to execute customary
non-disclosure agreements in favor of Limited Brands in a form reasonably
satisfactory to Limited Brands and Lerner. 
The office space within Lerner’s existing headquarters occupied by
Limited Brands during the term of this Schedule shall only be used by
employees, consultants and contractors of Limited Brands in connection with the
provision of information technology services (or by such other employees of Limited Brands authorized by Lerner in
writing, such authorization not to be unreasonably withheld).  Limited
Brands shall vacate such Lerner office space promptly following the Expiration
Date or any early termination of this Schedule or of the Agreement, or on such
other date as the parties may mutually agree in writing.


 


1.                                      Computing
Platform Services


 


Limited Brands will provide the operating
environments, with capacity and resource-availability not less than that used
by Lerner as of the Closing Date, as are set forth in Appendix B attached
hereto and including any hardware related thereto.  Subject to the foregoing minimum environment, resource and
capacity commitments, the specific configurations made available may change at
the option of Limited Brands provided the change shall be “transparent” to the
service levels  (i.e., no material
adverse impact) with no increase in cost. 
Limited Brands shall notify Lerner in writing in advance of such
changes.  Without limiting the
foregoing, Limited Brands shall provide to Lerner at least seven (7) days prior
written notice of the proposed date of any scheduled outage in Limited Brands’


 


2

















 


operating system and shall cooperate with Lerner in determining the
exact date on and time during which such a scheduled outage in the Limited
Brands’ operating system shall occur, taking into account any scheduled events
in Lerner’s commercial calendar that would be disrupted by an outage of Limited
Brands’ operating system; provided
that in the event that an outage
of Limited Brands’ operating system is required to perform any emergency maintenance
work, Limited Brands shall provide Lerner with as much prior notice (where
practicable, in writing) of such an outage as is reasonably practicable in the
circumstances. All changes to or outages of Limited Brands’ operating
environment shall be conducted in accordance with Limited Brands’ Peak Season
Plan, a copy of which policy in effect as of the Closing Date is attached
hereto as Appendix F (as amended by Limited Brands from time to time, the “Peak Season
Plan”), including in accordance with the blackout periods policy set
forth in such Peak Season Plan.  Limited
Brands shall provide Lerner with reasonable prior written notice of any
proposed changes to any of the policies set forth in the Peak Season Plan that
affect the Limited Brand Entities generally at the same time as notice of any
such change is provided to the other Limited Brand Entities and sufficient to
provide Lerner with an opportunity to review and comment on such proposed
changes.


 


2.                                      Support
Services


 


2.1.                              Application
Support


 


Limited Brands will
provide Help Desk and First Level support for the business applications set
forth in Appendix B.


 


2.2.                              Point-of-Sale
Equipment Refurbishing


 


Limited Brands will use
reasonable commercial efforts to source, refurbish and ship to Lerner any NCR
point-of-sale equipment and related back-office hardware, consistent with past
practice, but subject to availability. 
In the event that any NCR point-of-sale and related back-office hardware
owned by a Limited Brands Entity becomes available during the term of
Schedule II, Limited Brands will not use or divert any such hardware
without first providing written notice to Lerner and offering Lerner a right of
first offer with respect to the purchase of any or all such hardware in
refurbishing Lerner’s point-of-sale equipment.


 


2.3.                              Second
Level Point-of-Sale Support


 


Limited Brands will
provide support for hardware and software problems, plus Store
Telecommunications.


 


2.4.                              Point-of-Sale
Support for New Stores


 


Limited Brands will provide:


 


(a)                                  Installation
and set-up of refurbished equipment.


 


(b)                                 Installation
of telecommunications equipment.


 


3

















 


2.5.                              Production
Support in Data Center 24 by 7


 


Limited Brands will
provide computing Services related to the following:


 


•                  Batch
Jobs;


•                  Printing;


•                  Backups;


•                  System
Level problem resolution; and


•                  Store
Polling and re-alignment.


 


2.6.                              Electronic
Commerce (EDI) Support


 


Lerner understands that
Electronic Commerce (EDI) support shall exclude new development and new processes
except as set forth in this Section 2.6. 
EDI support will include the addition of vendors to the EDI transaction
set or EDI documents that exist as of the date hereof. Further, to the extent
that Limited Brands will be adding new transaction sets or EDI documents for
other businesses of Limited Brands during the term of this Schedule II, Lerner
shall also be entitled to receive such new transaction sets.


 


2.7.                              PC/LAN/WAN
Support


 


Limited Brands will
provide the following PC/LAN/WAN support to Lerner:


 


1.                                       Help
desk support;


 


2.                                       Desktop/Laptop
PC and Mac support;


 


3.                                       NT
server support;


 


4.                                       Local
Area Network (LAN) support;


 


5.                                       Support
for browser access to Internet (except as otherwise provided in this Schedule
II, Lerner shall be solely responsible for all matters related to the Lerner
Websites (as defined in Section 3.4));


 


6.                                       Support
for remote dial access to Network;


 


7.                                       E-mail
support; and


 


8.                                       Wide
Area Network (WAN) support.


 


4

















 


2.8.                              On-Site
Equipment


 


All physical LAN
equipment located on Lerner premises (i.e., headquarters and stores), including
switches, hubs and wiring shall become the property of Lerner on the Closing
Date.  All WAN equipment, including
routers (other than WAN equipment used exclusively in the business of Lerner as
of the Closing Date), located at Lerner premises (i.e., headquarters and
stores), will remain the property of Limited Brands, and Lerner will grant
access to Limited Brands to remove such WAN equipment following the expiration
of the Services hereunder.  Limited
Brands will support all LAN and WAN equipment until the earlier of the
expiration of this Schedule II or, if applicable, the termination of the
applicable Service pursuant to Appendix D. 
Desktop units (including PC’s, printers, peripherals, monitors, and
Macs) and NT servers located at the Lerner premises (i.e., headquarters and
stores) and exclusively used by Lerner shall become the property of Lerner on
the Closing Date.  For the avoidance of
doubt, the computer-related equipment described in Appendix C shall become the
property of Lerner on the Closing Date. 
It is Limited Brands’ and Lerner’s intention that Appendix C identifies
all of the computer-related equipment at Lerner’s premises (other than WAN equipment
not exclusively used in the business of Lerner), or exclusively used by Lerner
as of the Closing Date; however, the omission of any item of computer-related
equipment included within the foregoing categories from Appendix C shall not
affect Lerner’s rights in and to such equipment and upon notification of the
omission of any such item of equipment by one party to the other, such item
shall be deemed to be included on Appendix C at no additional cost to
Lerner.  In the event of any dispute as
to the ownership of any equipment located on Lerner premises, the parties shall
negotiate in good faith to determine which of them shall have ownership in any
such item.  Lerner shall have the right,
during the term of this Schedule II, to identify in writing any additional
computer-related equipment or other information technology equipment located on
Lerner premises and owned by Limited Brands to which Lerner wishes to acquire
title.  Promptly after Limited Brands’
receipt of such notice, Limited Brands and Lerner shall meet and negotiate in
good faith the terms of any transfer of such equipment (including appropriate
consideration) following the Expiration Date, or earlier than such date if
Limited Brands and Lerner determine that any such equipment would be required
by Lerner following the termination of any of the Services.


 


Limited Brands will
support this computing-related equipment until such time as this Schedule II
expires.


 


5

















 


Any equipment moves or
replacements of desktops at Lerner will be done only with the prior written
approval of Lerner, which approval will not be unreasonably withheld.


 


2.9.                              Definition
of Support


 


Unless more specifically
defined for a given aspect of the Services, the term “support” means: (1) to
respond to questions; (2) to make reasonable attempts to diagnose and correct
problems; and (3) to refer problems to the proper vendor, as required.


 


2.10.                        Prioritization
of work


 


Limited Brands agrees
that Lerner may, in the exercise of its reasonable discretion, establish
priorities for the efforts of Limited Brands’ technology associates dedicated
to Lerner in supporting the production environment, fixing bugs and where
possible doing additional tactical enhancements.  Attached hereto as Appendix G is a list of Limited Brands’
technology associates who, during the term of their employment with Limited
Brands, will be dedicated to the provision of the Services set forth in this
Schedule II to substantially the same degree as such personnel were dedicated
to Lerner prior to the Closing in the provision of the information technology
services to Lerner (each, a “Lerner Dedicated Employee”); provided however that nothing in this
Section 2.10 shall be deemed to restrict Limited Brands’ ability to terminate
any Lerner Dedicated Employee on the basis of such employee’s performance,
nor,  except as otherwise provided on
Appendix G, from promoting any Lerner Dedicated Employee to a function that
would not involve the provision of Services to Lerner; provided further that prior to any such
termination or promotion of a Lerner Dedicated Employee, Limited Brands shall
provide reasonable prior written notice to Lerner of its intention to terminate
any such Lerner Dedicated Employee or promote any such Lerner Dedicated
Employee to a function that would not involve the provision of Services to
Lerner and, pursuant to Section 6.01(d) of the Agreement, Lerner may offer
employment to any such Lerner Dedicated Employees identified in Category 1 on
Appendix G following Lerner’s receipt of any such notice from Limited Brands.  Without
limiting the foregoing, LTS may evaluate the level of staffing that LTS, in the
exercise of its reasonable business judgment, believes to be required to
fulfill Limited Brands’ and LTS’ obligations under this Schedule and to provide
Lerner with the Services identified herein in accordance with the standards of
service identified in the Agreement. 
LTS shall consult with Lerner and seek Lerner’s agreement (not to be
unreasonably withheld) to any proposals made by LTS as to the appropriate
levels of staffing required from time to time during the term of this Schedule
based upon the amount and type of Services that Limited Brands is providing to
Lerner at such time under this


 


6

















 


Schedule.  It is agreed that “tactical enhancements”
(including, modifications to the format or content of reports and other general
enhancements to Lerner’s systems)  will
not require Limited Brands to utilize additional resources.


 


2.11.                        Software
Upgrades


 


Limited Brands will
perform upgrades to the software applications used by Lerner (including, those
applications listed on Appendix B) in conjunction with the implementation of
such upgrades either: (a) for the Limited Brands Entities generally; or (b)
with respect to any other Limited Brands Entities that have similar or the same
software. Limited Brands will provide Lerner with sixty (60) days prior written
notice of any such proposed upgrade. Lerner and Limited Brands shall cooperate
and mutually agree as to the exact date on and time during which any such
upgrade will occur, taking into account any scheduled events in Lerner’s
commercial calendar that would be disrupted by an upgrade in the software
application at issue.  Limited Brands
shall perform such upgrade services, and all testing and training in connection
therewith, consistent with past practices with respect to such services and in
accordance with Limited Brands’ Peak Season Plan, including in accordance with
the blackout periods policy set forth in such Peak Season Plan, but subject to
the understanding with respect to the policies set forth in Peak Season Plan as
described in Section 1 of this Schedule. 
During the term of this Schedule II, Lerner shall be permitted to
continue its participation in the Process Advisory Council and the Planning
Council consistent with past practices, including making requests for upgrades
of particular software applications.


 


2.12.                        Documentation


 


Limited Brands will
provide to Lerner all informational materials and other documentation relating
to the Services set forth in this Schedule II, including, without limitation,
all informational materials and other documentation relating to all software
and utilities applications (whether licensed from a third-party or a Custom
Application (as defined in Section 3.3)), any upgrades or bug fixes for such
applications and any training manuals (collectively, “IT Documentation”).
Notwithstanding anything in this Schedule II or in the body of the Agreement,
following any termination of the Agreement or any termination or expiration of
this Schedule II, Lerner may retain and use copies of all IT Documentation. The
rights and obligations of Limited Brands and Lerner in this Section 2.11 shall be
subject to the terms of any applicable software license agreement between
Limited Brands and a third party, or any consent provided by an applicable
licensor, in each case as provided in Section 3.3.


 


7

















 


2.13.                        Strategic
Planning Meetings


 


Promptly following the
Closing Date, Limited Brands and Lerner shall establish a project management
team to oversee and coordinate the Services set forth on this Schedule II. The
project management team shall meet periodically (but in no event less than once
each calendar quarter).


 


3.                                      Transition
Services


 


All transition Services
will be developed and will be performed in accordance with approved design
specifications, and will be supported by LTS or other designated Limited Brands Entities through the
Expiration Date.  Limited Brands will
provide the following services:


 


3.1.                              Technical
Training


 


Technical and user
training for Lerner associates, as will be provided by the LTS Learning Center,
consistent with Limited Brands’ practices in effect from time to time with
respect to Limited Brands Entities generally.


 


3.2.                              Conversion
Services


 


Limited Brands will be
responsible for the conversion of the Services listed in Section 2.1 up to the
point of “turnover,” as declared by Limited Brands and agreed to by
Lerner.  On “turnover,” Lerner will
become fully responsible for the application, operating system, and data.  “Turnover” will be defined by Limited Brands
and Lerner for various aspects of the migration, and may vary from one aspect
of the Services to another.  The
following conversion Services will be provided:


 


•                  Limited
Brands will provide all necessary staff that may be required to provide
specialized knowledge of systems used by Lerner (including, without limitation,
any staff who may be required in addition to the Lerner Dedicated Personnel)
and such staff shall continue to be available to Lerner for thirty (30) days
following the “turnover” of any application to provide such Q&A and other
support (including, without limitation, history reloads and data restores) as
Lerner may reasonably require (the “Post Termination Services”).  Lerner shall provide the staff necessary for
the conversion effort in order to facilitate timely assumption of
responsibility for the application.


 


•                  Consulting
with Lerner executive team concerning the hardware and operating system
environment in use at Limited Brands, as well as the hardware and operating
system environment appropriate for Lerner’s stand-alone instance of each of the
above, but shall not include sizing, tailoring or tuning of the environment of
the Lerner stand-alone configuration after “turnover.”


 


8

















 


•                  Copies
of data related to Lerner’s business, both current and all reasonably available
historical data, will be made available to complete the conversion.  All such data will be provided in magnetic
tape format or FTP, as Limited Brands and Lerner may mutually agree, (or in
such other format compatible with devices and applications in use at Limited
Brands as Lerner reasonably requests) and shall be provided by Limited Brands
to Lerner within one (1) week of Limited Brands’ receipt of Lerner’s initial
request to provide any such data.


 


•                  Copies
of all configured application software and utilities shall also be made
available to complete the conversion, subject to any license agreements
governing the use of such software or the terms of any consent provided by a
licensor of any such software for Limited Brands to provide or otherwise make
available any such software to Lerner during the term of this Schedule II.


 


Through completion of
each migration, Limited Brands agrees to continue the archiving and
record-keeping activities in support of Lerner, in accordance with the terms of
the Agreement.


 


3.3.                              Access
to Software


 


(a)                                  Third
Party Software.  Applications and
operating system software (including related IT Documentation) licensed to
Limited Brands Entities by a third party and made available to or used for the
benefit of Lerner under this Schedule shall not be available for Lerner’s use
unless the applicable licensor first consents in writing to Limited Brands, if
such consent is required.


 


(b)                                 Definition
of Custom Applications.  For the
purposes of this Agreement, “Custom Applications” shall mean any application
software or utility developed by or on behalf of any Limited Brand Entity
(whether alone, or by or with a third party) owned by any Limited Brands
Entity, or in which such application software or utility any Limited Brands Entity
has rights sufficient to grant to Lerner the rights granted herein.


 


(c)                                  Transitional
License to Custom Applications. 
Limited Brands hereby grants to Lerner a non-exclusive, worldwide,
non-transferable, royalty-free, fully paid-up right and license (which such
license shall include the right to grant sublicenses to Lerner’s subsidiaries
for so long as each such entity remains a subsidiary of Lerner) to access, use
and/or reproduce in object code format for Lerner’s and its permitted
sublicensees’ internal business purposes, the following Custom Applications:
(i) all Custom Applications that used by, or for the benefit of, or that are in
the process of being implemented for, Lerner as of the Closing Date (“Lerner Custom Applications”), (ii) any
Custom Applications that may be developed by or for Limited Brands during the
term of this Schedule II to which Lerner will contribute by the payment of fees
pursuant to Appendix D to this Schedule II or Section 3.08 of the Agreement (“New Custom Applications”), and (iii) upon
Lerner’s written request and at no additional cost to Lerner other than any
incremental costs that may be associated with the implementation of any such
Custom Application for Lerner in excess of costs covered by the fees payable by
Lerner in accordance with Appendix D of this


 


9

















 


Schedule, any Custom Applications that may have been
developed by or for a particular Limited Brands Entity prior to the Closing
Date (“Limited Brands Custom Applications”).
This transitional license shall be effective from the Closing Date until the
earlier of: (w) the “turnover” of any applicable Custom Application to Lerner
as provided in Section 3.2, (x) a Change of Control of Target (as defined in
Section 1.01 of the Agreement), (y) any other early termination of this
Schedule II or the Agreement, or (z) the Expiration Date of this Schedule II.


 


(d)                                 QuitClaim
License to Certain Applications. 
Following any expiration or termination of the transitional license set
forth in Section 3.3(c), Limited Brands will license to Lerner the Custom
Applications identified below on the following terms:


 


1.                                       Pursuant
to the form of quitclaim license attached hereto as Appendix H, any and all:
(A) Lerner Custom Applications (other than the Custom Application referred to
as “Size Selling”); and (B) Limited Brands Custom Applications, implemented in
Lerner’s business during the term of the transitional license set forth in
Section 3.3(c), or for which implementation of any such Limited Brands Custom
Application has commenced but not been completed prior to any expiration or
termination of the transitional license, and which has not been identified by
Limited Brands in writing as a Custom Application that Limited Brands believes
provides a competitive advantage in accordance with Section 3.3(e)(2).


 


2.                                       Pursuant
to the form of quitclaim license attached hereto as Appendix I, the Custom
Application referred to as “Size Selling.”


 


(e)                                  Lerner’s
Rights to Certain Other Custom Applications.


 


1.                                       Limited
Brands shall provide Lerner with reasonable prior written notice of Limited
Brand’s intention to commence development work on a New Custom Application the
cost of which is either (i) provided within the “Project Expenditure” line item
in the Total Estimated Budget for the applicable period in accordance with
Section 1(d) of Appendix D hereto or (ii) a Capital Investment made pursuant to
Section 3.08(a) of the Agreement, and shall include in such notice (A) whether
or not Limited Brands believes


 


10

















 


that such New Custom Application would provide Limited
Brands with a competitive advantage, and (B) Limited’s proposal as to Lerner’s
rights in and to any such New Custom Application after any expiration or
termination of the transitional license. 
Upon receipt of such notice, Lerner shall have thirty (30) days to
notify Limited Brands in writing as to whether it wishes to contribute to the
development cost of such New Custom Application by the payment of fees under
this Agreement.  In the event that
Lerner elects not to contribute to the development costs of such New Custom
Application, Lerner may reject the amount included within the “Project
Expenditure” line item allocated to development costs for such New Custom
Application in the Total Estimated Budget for the applicable period in
accordance with Section 1(d) of Appendix D hereto.  If Lerner elects to contribute to the development costs of any
such New Custom Application, Lerner and Limited Brands shall negotiate in good
faith and mutually agree to Lerner’s rights in and to such New Custom
Application following any expiration or termination of the transitional
license.


 


2.                                       Limited
Brands shall notify Lerner in writing within thirty (30) of Limited Brands’
receipt of a request from Lerner to be able to use any Limited Brands Custom
Application, and shall include in any such notice (A) whether or not Limited
Brands believes that such Limited Brands Custom Application provides Limited
Brands with a competitive advantage, and (B) if Limited Brands believes that
such Limited Brands Custom Application provides Limited Brands with a
competitive advantage, Limited Brands’ proposal as to Lerner’s rights in and to
such Limited Brands Custom Application after any expiration or termination of
the transitional license.  Upon receipt
of such notice, Lerner shall have thirty (30) days to notify Limited Brands in
writing that Lerner wishes to implement such Limited Brands Custom Application
and, if Lerner so notifies Limited Brands, Lerner and Limited Brands shall
negotiate in good faith and mutually agree to Lerner’s rights in and to such
Limited Brands Custom Application following any expiration or termination of
the transitional license.


 


(f)                                    Subject
to execution of the applicable form of license set forth above and, upon the
date of execution of any such quitclaim license, Limited Brands will provide to
Lerner, at no additional cost, copies of the source code and object code for
the Custom Application covered by each such license.


 


3.4.                              Website
Services


 


Within three (3) months
from the Closing Date, Limited Brands shall remove, or cause to be removed, any
and all hypertext links from any


 


11

















 


website owned or operated
by Limited Brands, or any Limited Brands Entity (collectively, the “Limited Brands Websites”) to any website
owned or operated by Lerner or any of its Subsidiaries (collectively, the “Lerner Websites”) and Lerner shall remove,
or cause to be removed, any and all hypertext links from the Lerner Websites to
the Limited Brand Websites. Limited Brands and Lerner shall cooperate during
such period to remove all content and other materials exclusively related to
Lerner from the Limited Brands Websites and will provide such content and other
materials to Lerner in a mutually agreed format promptly after the removal of
hypertext links from the Limited Brands Websites to the Lerner Websites
pursuant to this Section 3.4.


 


Lerner shall continue to
have the benefit of the Master Contract for Genuity Services (the “Genuity Contract”) pursuant to which Lerner
receives website hosting services and other website infrastructure support for
the Lerner Websites in accordance with past practices for a period of twelve
(12) months following the Closing Date, or, if Lerner enters into an agreement
with a third party to provide such services prior to the expiration of such
twelve (12) month period, such shorter period of time as Lerner and Limited
Brands may agree; provided that
the Genuity Contract remains in effect during such period; provided further that if Limited Brands
gives or receives any notice of termination of the Genuity Contract, Limited
Brands will provided a copy of such notice to Lerner upon delivery to or
receipt by thereof Limited Brands, as the case may be.  Lerner shall pay Limited Brands for such
website hosting and other website infrastructure services in accordance with
past practices and as set forth on Appendix D.


 


3.5.                              Other
Transition Services


 


Limited Brands will
assist Lerner in Lerner’s project to complete the installation, training and
implementation of the “Power by Hour” PC-based labor scheduling system and
process for Lerner Limited Brands will also provide the necessary information
technology services and support to make any changes to Lerner’s payroll system
as a result of Lerner no longer being a Limited Brands Entity following the
Closing.


 


4.                                      Telecommunications
Services


 


4.1.                              Move/add/change
Services


 


Limited Brands will
provide move/add/change telecommunications Services for Lerner offices at
Lerner’s business headquarters.


 


12

















 


4.2.                              Global
Services Agreement


 


Until such time as this
Schedule II expires, but not later than May 31, 2004, and subject to (1) the
execution of an Affiliate Participation Enrollment Agreement (“Affiliate
Agreement”) satisfactory to Limited Brands and (2) the terms of such
Affiliate Agreement and the terms of the Global Services Agreement, executed
April 30, 1999, between The Limited, Inc. and MCI Telecommunications
Corporation and MCI Global Resources, Inc. (“Global Services Agreement”),
Limited Brands shall provide Lerner with the Services that are provided to
Limited Brands under such Global Services Agreement (x) at Lerner’s offices
located at 450 West 33rd Street, New York, NY, (y) at Lerner’s retail
store locations, and (z) at other affiliated locations as mutually agreed
between Limited Brands and Lerner and as provided in the Global Services
Agreement. At Lerner’s option, it may “opt out” of such Services and provide
its own such service.  Any
equipment-related cost required to implement Lerner decisions to “opt out” will
be paid by Lerner.  Prior to Lerner
electing to provide, or arranging for the provision of, the Services described
in this Section for itself, Limited Brands shall provide to Lerner on a monthly
basis, within ten (10) days of the end each fiscal month, written notice of
Lerner’s levels of usage under the Global Services Agreement for the prior
fiscal month.


 


4.3.                              Telephone
and Voice Messaging Systems


 


The Telephone System (including the desktop units) and
the Voice Messaging (Voice Mail) System that service Lerner, as well as all
purchased cell phones and pagers in the possession of Lerner Associates, together
with any and all related liabilities (existing and/or future) for this
equipment, software and/or services, shall become the property and
responsibility of Lerner as of the Closing Date.


 


13

















 


Appendix A


 


Associates’ Use of Electronic Equipment/Information and
Communications


 


(See
Attached)


 

















 


Appendix
A

to Schedule II


 


Limited Brands, Inc. Policy on
Associates’ Use of

Electronic
Equipment/Information and Communications


 


The Company(1) provides Associates with many
technological resources to help them do their jobs. These resources include
electronic mail (“e-mail”), voice mail, desktop and laptop
computers, fax machines, computer servers and networks, access to Internet, and
other electronic devices and services (generally referred to as “technology”).  This technology is intended primarily for
business-related matters but may also be used to address occasional personal
needs.  Whether business or personal,
on-site or off-site, all use of Company technology must comply with the
following guidelines:


 


•                  Does
not adversely affect job performance or disrupt others.


 


•                  Is
not:


 


•                  furthering
or enabling the business activity of any entity other than the Company.


•                  used
to engage in gambling, distribute chain letters, solicit funds, collect
signatures, conduct membership drives, distribute literature or gifts, sell
merchandise or services, or carry on any similar non-business related
activities.


•                  used
to conduct a job search (except as part of an outplacement process authorized
by the Company).


 


•                  Does
not intentionally use or spread (i.e., access, download, upload, transmit
or re-transmit):


 


•                  material
that violates the company’s Equal Employment Opportunity or Non-Harassment
policy-for example, material that contains derogatory racial or gender
comments, pornographic or obscene materials, or derogatory religious comments.


•                  material
that contains offensive, threatening, or harassing language, or is otherwise
likely to offend other associates or to negatively reflect upon the Company,
its customers, or suppliers.


•                  information
that is knowingly, recklessly, or maliciously false.


•                  copyrighted
materials or other intellectual property without authorization of the owner.


•                  anything
constituting or encouraging a criminal offense, giving rise to civil liability,
or otherwise violating any laws or Company policy.


 












(1) For purposes of this Attachment only, “Company” refers to Limited
Brands, Inc. and its affiliates.


 

















 


•                  Does
not:


 


•                  result
in any unauthorized additional billing or direct cost to the Company;


•                  involve
using other individuals’ account names or passwords, or attempt to access
resources to which an associate has not been given access; or


•                  involve
transmitting (“spamming”) or re-transmitting unsolicited messages, including
advertisements, sales materials, or jokes.


 


Retention of messages fills up large amounts of
storage space on our systems and can slow the performance of both our network
and individual personal computers. 
Associates must promptly delete messages they send or receive that no
longer require action or are not necessary to an on-going project. Electronic
messages older than 90 days will automatically be deleted from Associates’
mailboxes.


 


Every Associate must guard against the dissemination
of sensitive or confidential Company information or information that may be
proprietary or a trade secret of the Company. Interception or disclosure of
confidential information could be highly disruptive and harmful to the
business.  A useful rule of thumb: If
you would not send the information on a postcard, do not send it via e-mail,
discuss it over the Internet, or post it in chat rooms.


 


In order to avoid virus contamination and copyright
infringement, no software may be installed on the Company’s computer systems
unless the installation is preformed in accordance with the standards and
procedures published by Limited Brands Technology Services.


 


The Company may at its discretion, monitor and/or
audit the use of its technology resources for any reason at any time.  Please understand that, as a result of the
Company’s monitoring and/or audit process, your personal activities carried out
using the Company’s resources may become known to others.  The Company assumes no responsibility or
liability for the protection of information or disclosure related to the
personal use of its resources by Associates.


 


Compliance with this policy is the responsibility of
every Associate. In using the Company’s technology, we expect that all
Associates will use discretion and judgment consistent with the values of the
Company.  If, at any time, you are
unclear as to the proper use of the Company’s technology, contact Limited
Brands Technology Services. Reports of specific unacceptable uses should be
directed to your manager, Human Resources, or the Ethics Hotline.


 


The Company may, at its discretion, take disciplinary
action up to and including discharge against any associate who violates this
policy.  This policy also applies to
contractors and authorized vendors that have access to the Company’s
technology.


 

















 


Appendix B



Business Application Software



(See Attached)


 

















 




	
  LTS
  Application Software Summary

  	
   

  	
  Appendix
  B

  To Schedule II

  






 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Platform

  	
   

  
	
  Vendor

  	
   

  	
  Application
  / Product

  	
   

  	
  Business
  Process /

  Function

  	
   

  	
  Version

  	
   

  	
  Mainframe

  	
   

  	
  AS/400

  	
   

  	
  NT

  	
   

  	
  HP UNIX

  	
   

  	
  Other

  	
   

  
	
  Business Application
  Software

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GEAC

  	
   

  	
  GEAC “E” Series

  	
   

  	
  Payroll/Human Resource

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  Polling

  	
   

  	
  Store Polling

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Internal custom

  	
   

  	
  PRIMIS

  	
   

  	
  Price Management System

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Internal custom

  	
   

  	
  Store Mail

  	
   

  	
  Text mail

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SVI

  	
   

  	
  Island Pacific Financials

  	
   

  	
  General Ledger, Accounts
  Payable, Fixed Assets, Stock Ledger

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SVI

  	
   

  	
  Island Pacific
  Merchandising

  	
   

  	
  Includes: OSI-SVP Gift Card
  Lookup

  	
   

  	
  7.5

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SVI

  	
   

  	
  Island Pacific Sales Audit

  	
   

  	
  Sales Audit

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gerber Technology?

  	
   

  	
  Accumark

  	
   

  	
  Garment Pattern Making

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Internal custom

  	
   

  	
  Assortment Planning
  (Access)

  	
   

  	
  Merchandise Asst/Line
  Planning

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Internal custom

  	
   

  	
  Assortment Planning (Excel)

  	
   

  	
  Merchandise Asst/Line
  Planning

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Internal custom

  	
   

  	
  Broadway

  	
   

  	
  Merchandise Buy Cycle
  System

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lectra

  	
   

  	
  CDI U4ia

  	
   

  	
  CAD Design System

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Datacolor

  	
   

  	
  Colortools / Colorite

  	
   

  	
  Garment Color Management

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Teradata

  	
   

  	
  Teradata (NCR Unix and NT
  SQL)

  	
   

  	
  Data Warehouse Decision
  Support / Analysis

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  
	
  Trintech

  	
   

  	
  Driscoll

  	
   

  	
  Bank Reconciliation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Internal custom

  	
   

  	
  EASI

  	
   

  	
  Store Ops

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hyperion

  	
   

  	
  Hyperion Essbase

  	
   

  	
  Finance, Planning

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Internal custom

  	
   

  	
  IRIS

  	
   

  	
  Loss Prevention

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corel

  	
   

  	
  Micrografx

  	
   

  	
  Drawing/design

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gerber Technology

  	
   

  	
  WebPDM

  	
   

  	
  Garment technical
  specifications

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JDA

  	
   

  	
  Arthur Planning (MIPS)

  	
   

  	
  Merchandise Planning

  	
   

  	
  4.6.1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  JDA

  	
   

  	
  Arthur Allocation

  	
   

  	
  Allocation

  	
   

  	
  2.0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  MicroStrategy

  	
   

  	
  MicroStrategy DSS Agent

  	
   

  	
  DW Decision Support /
  Analysis (user interface)

  	
   

  	
  5.6

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  Sterling

  	
   

  	
  Sterling Gentran Translator

  	
   

  	
  EDI - VAN-based

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  Sterling

  	
   

  	
  Sterling Web Suites

  	
   

  	
  EDI - web-based

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  Adobe

  	
   

  	
  MAC grafx packages

  	
   

  	
  (MAC Platform)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  
	
  REF

  	
   

  	
  REF (POS)

  	
   

  	
  In-Store system (NCR POS
  Platform)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  
	
  ?

  	
   

  	
  PR Tax System

  	
   

  	
  Unsure if used

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Internal custom

  	
   

  	
  Status Reporting Database

  	
   

  	
  Unsure if used

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PurchasingNet, Inc.

  	
   

  	
  PO WriterPlus

  	
   

  	
  Non-merchandise purchasing

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Systems Software

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ASC

  	
   

  	
  Resource Accountant

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RSF

  	
   

  	
  Remote Software Facility

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BMC

  	
   

  	
  Control_M

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ProData

  	
   

  	
  DBU

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Aldon

  	
   

  	
  Scompare

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


1

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Platform

  	
   

  
	
  Vendor

  	
   

  	
  Application
  / Product

  	
   

  	
  Business
  Process /

  Function

  	
   

  	
  Version

  	
   

  	
  Mainframe

  	
   

  	
  AS/400

  	
   

  	
  NT

  	
   

  	
  HP UNIX

  	
   

  	
  Other

  	
   

  
	
  Aldon

  	
   

  	
  Change Management System

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  ACF/SSP

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  ADCS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  APL2

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  APL2/AE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  Batch Processor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  BDT

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  BookManager Bookserver

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  BookManager Read

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  BTAM

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-90’s Services - MVS (TNG
  Framework for OS/390)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-Easytrieve DB2

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-Easytrieve Plus for MVS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-Easytrieve Plus Runtime

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-Faver MVS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-Global Subsystem (GSS
  for MVS)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-IDMS Core (DB + IDD +
  CV)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-IDMS Culprit MVS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-IDMS DC MVS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-IDMS Online Query MVS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-IDMS SQL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-IDMS UCF

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-IDMS VSAM Transparency

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-Insight for DB2

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-Intertest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-Intertest Batch

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-Panvalet

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-Panvalet/ISPF

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Computer Associates

  	
   

  	
  CA-Panvalet/TSO

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  CICS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  CICS 3270 PC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Compuware

  	
   

  	
  CICS Abend-Aid/FX

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  CICS/ESA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MacKinney

  	
   

  	
  CICS/Qsort

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  Cobol for OS/390

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


2

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Platform

  	
   

  
	
  Vendor

  	
   

  	
  Application
  / Product

  	
   

  	
  Business
  Process /

  Function

  	
   

  	
  Version

  	
   

  	
  Mainframe

  	
   

  	
  AS/400

  	
   

  	
  NT

  	
   

  	
  HP UNIX

  	
   

  	
  Other

  	
   

  
	
  BMC

  	
   

  	
  Control-D

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BMC

  	
   

  	
  Control-M

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BMC

  	
   

  	
  Control-O

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BMC

  	
   

  	
  Control-R

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BMC

  	
   

  	
  Control-T

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BMC

  	
   

  	
  Control-V

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BMC

  	
   

  	
  Control-W (ECSGATE)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  Domino Go Web Server 5.0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  Domino Go Web Server NA
  Secure 5.0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  eNetwork Communication
  Server IP

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  eNetwork Communication
  Server SNA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  FFST

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Compuware

  	
   

  	
  Fileaid/MVS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  FORTRAN

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  GDDM

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  GPAR

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  GTF

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  IFAR

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  Infoman

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  InfoSys

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  IOCP

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software Diversified

  	
   

  	
  IPCP

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JES/328X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Diversified Software

  	
   

  	
  JobScan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Soft Systems

  	
   

  	
  JPU

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  LE Data Encryption

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  NCP

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  NDM

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  Net Question

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  Netview

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  NPM

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OGL/370

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Candle

  	
   

  	
  Omegamon II for CICS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Candle

  	
   

  	
  Omegamon II for MVS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 DFMSMSdfp 1.3.0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


3

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Platform

  	
   

  
	
  Vendor

  	
   

  	
  Application
  / Product

  	
   

  	
  Business
  Process /

  Function

  	
   

  	
  Version

  	
   

  	
  Mainframe

  	
   

  	
  AS/400

  	
   

  	
  NT

  	
   

  	
  HP UNIX

  	
   

  	
  Other

  	
   

  
	
  IBM

  	
   

  	
  OS-390 DFSMSdss

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 DFSMShsm

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 DFSORT

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 EREP/MVS 3.5.0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 HCD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 HL Assembler 1.2.0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 ICKDSF R16

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 ISPF

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 JES2

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 Language Environment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 MVS/ESA BCP

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 RMF 5.2

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 SDSF

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 Security Server
  (RACF)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 SMP/E

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 TCP/IP 3.2

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 TSO/E

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS-390 VTAM 4.4

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  OS/390

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  PI and Special Fonts

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  PL/1 C/L

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  PMF

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  PPFA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  PSF

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chicago-Soft

  	
   

  	
  QuickRef

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SAS

  	
   

  	
  SAS Base

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SAS

  	
   

  	
  SAS Graph

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  SDF II

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Discover

  	
   

  	
  Senden Interface Program

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Compuware

  	
   

  	
  Shared Services

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unicom

  	
   

  	
  Smart Security
  Administrator

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software Diversified

  	
   

  	
  Smartmail

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  Sonoran Sans Serif Fonts

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  Sonoran Sans Serif Head

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  Sonoran Serif Font

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Platform

  	
   

  
	
  Vendor

  	
   

  	
  Application
  / Product

  	
   

  	
  Business
  Process /

  Function

  	
   

  	
  Version

  	
   

  	
  Mainframe

  	
   

  	
  AS/400

  	
   

  	
  NT

  	
   

  	
  HP UNIX

  	
   

  	
  Other

  	
   

  
	
  DTS

  	
   

  	
  SRS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  SSP

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Compuware

  	
   

  	
  Strobe

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Compuware

  	
   

  	
  Strobe base release

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Compuware

  	
   

  	
  Strobe MVS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Software Diversified

  	
   

  	
  SuperSender

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Candle

  	
   

  	
  SuperSession

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  Unix System Service
  Application Services

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  VS/APL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Compuware

  	
   

  	
  Xpediter/CICS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Compuware

  	
   

  	
  Xpediter/CICS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Compuware

  	
   

  	
  Xpediter/TSO

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Compuware

  	
   

  	
  Xpediter/TSO

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Compuware

  	
   

  	
  Xpediter/Xchange

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Microsoft

  	
   

  	
  SQL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Microsoft

  	
   

  	
  Windows OS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Veritas

  	
   

  	
  Backup Exec

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NETIQ

  	
   

  	
  NETIQ App Manager

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mcafee

  	
   

  	
  Mcafee Antivirus

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  C Compiler

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  Ignite-UX

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  HP-UX

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  MC/ServiceGuard

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  MirrorDisk/UX

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  GlancePlus/UX

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  C++ Compler

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  OnLineJFS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  Measureware Srvr Agt

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  FSTk Network Tools

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  IT/Operations Agt

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  BMC

  	
   

  	
  BMC Availability

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  BMC

  	
   

  	
  BMC SQL Explore

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  BMC

  	
   

  	
  BMC DB Reorg

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  SyncSort

  	
   

  	
  SyncSort

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  Netscape

  	
   

  	
  Netscape Fasttrack Server

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  



 


5

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Platform

  	
   

  
	
  Vendor

  	
   

  	
  Application
  / Product

  	
   

  	
  Business
  Process /

  Function

  	
   

  	
  Version

  	
   

  	
  Mainframe

  	
   

  	
  AS/400

  	
   

  	
  NT

  	
   

  	
  HP UNIX

  	
   

  	
  Other

  	
   

  
	
  Netscape

  	
   

  	
  Netscape Communicator

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  OpenView License Server

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  HP PerfView Analyzer

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  IT/Operations

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  FSTk Software Development

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  FSTk System Admin

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  FSTk Non Image Format

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  FSTk Word Process

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  HP Jet Admin for UNIX
  Utility

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  ECS Configuration/Management
  for NNM

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  Emanate SNMP Agent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  SNMP Extensible Agent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  HP Bridge Manager for
  Enterprise Storage Mgmt

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  HP SCSI Gateway Software
  for Ent. Storage Mgmt

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  HP

  	
   

  	
  IT/O English Oracle

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  Digital Controls

  	
   

  	
  LP Plus

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  Oracle

  	
   

  	
  Oracle Ent. Edition

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  Oracle

  	
   

  	
  Oracle Std. Edition

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  



 


6

















 


Appendix C


 


Computer-Related Equipment On-site at Lerner


 


(See Attached)


 

















 


Appendix C


 


Computer
Related Equipment--Currently On Site


at
Lerner


 


 


1.                                       To
become the property of Lerner as of the Closing Date:


 


	
  Equipment

  	
   

  	
  Role

  	
   

  	
  Quantity

  
	
  LNY-S-UARTEST

  	
   

  	
  Test Server

  	
   

  	
  1

  
	
  LNY-S-SQLBKUP1

  	
   

  	
  SQL test Server

  	
   

  	
  1

  
	
  LNY-S-SQLPROD1

  	
   

  	
  SQL Production Server

  	
   

  	
  1

  
	
  LNY-S-SQLPROD2

  	
   

  	
  SQL Production Server

  	
   

  	
  1

  
	
  NYCLNYPRINT

  	
   

  	
  Print Server

  	
   

  	
  1

  
	
  LNY-S-PCIMAGE

  	
   

  	
  PC Image Server

  	
   

  	
  1

  
	
  NYCDC2

  	
   

  	
  Domain Controller (from
  IBC)

  	
   

  	
  1

  
	
  NCR POS Servers

  	
   

  	
  Stores POS

  	
   

  	
  520

  
	
  NCR POS Registers

  	
   

  	
  Stores POS

  	
   

  	
  1,983

  
	
  Centillion 100

  	
   

  	
  LAN Switch

  	
   

  	
  2

  
	
  BayStack 301's

  	
   

  	
  LAN Hub

  	
   

  	
  10

  
	
  BayStack 303's

  	
   

  	
  LAN Hub

  	
   

  	
  15

  
	
  BayStack 450's

  	
   

  	
  LAN Hub

  	
   

  	
  2

  
	
  PC's

  	
   

  	
   

  	
   

  	
  448

  
	
  MAC's

  	
   

  	
   

  	
   

  	
  25

  
	
  Printers

  	
   

  	
   

  	
   

  	
  50

  



 


 


 


2

















 


Schedule II


 


Appendix D


 


Costs for Information Technology
Services


 


Lerner shall pay Limited Brands for the Services
provided pursuant to this Schedule II in the amounts set forth below and in
accordance with the Customary Billing Method and Percent of Sales Billing
Method, as adjusted pursuant to Paragraph 3 hereof.


 


1.                                       Estimated
Monthly Fees.


 


Each reference to a fiscal period in this Schedule
shall be deemed a reference to such fiscal period of Limited Brands.


 


Lerner shall pay Limited Brands an estimated monthly
fee (“Estimated
Monthly Fee”) for the Services provided to Lerner pursuant to this
Schedule II in each fiscal month during the term of this Schedule II.


 


The Estimated Monthly Fee shall be equal: (i) to the
total estimated budget for the Services for each fiscal year during which this
Schedule II is in effect as set forth below for each applicable fiscal year
(the “Total
Estimated Budget”), divided by (ii) twelve (12) (or such smaller
number representing the number of months remaining prior to the termination of
the Services provided pursuant to Schedule II hereof), subject to any reduction
in the Estimated Monthly Fee as a result of any rebates due to Lerner in
accordance with Paragraph 3, or any percentage cost reduction in the total
amount payable by Lerner to Limited Brands in accordance with Paragraph 4.


 


Total Estimated Budget for Fiscal December and Fiscal
January 2002:  The
Total Estimated Budget for fiscal December and fiscal January 2002 and an
allocation of the cost for each item of the Services included within such
amount is attached hereto as Appendix D-1.


 


Total Estimated Budget for Fiscal 2003:  The Total Estimated Budget for fiscal 2003
and an allocation of the cost for each item of the Services included within such
amount is attached hereto as Appendix D-2, subject to adjustment as set forth
in Paragraph 3 of this Appendix D; provided,
that if Lerner notifies Limited Brands in writing by 5 PM, EST on December 2,
2002 that it desires to share in POS development costs, then Lerner and Limited
Brands shall cooperate to amend Appendix D-2 to this Schedule II to add an
amount equal to Lerner’s allocated portion of the POS development costs
(approximately $610,000) to the line item entitled Project Expenditures in the
Total Estimated Budget for fiscal 2003.


 


Fiscal 2004 (first eight months):  The Total Estimated Budget for fiscal 2004
(first eight months) and each subsequent fiscal year shall be mutually agreed
to by Lerner and Limited Brands in accordance with the following mechanism:


 

















 


(a) on or before August 1, 2003
Lerner shall provide its budgeted sales for such fiscal year to Limited Brands
Center Finance;


 


(b) on
the basis of such budgeted sales, Limited Brands shall prepare and provide to
Lerner as soon as practicable following receipt of the budget for fiscal year
2004 from Center Finance and in any event within five (5) Business Days
thereafter, an initial draft of a proposed Lerner total estimated budget and an
allocation of the cost for each item of the Services and/or projects included
within such proposed total estimated budget, including a breakdown of the
projects within each line item set forth on Appendix D-2 entitled Project
Expenditures and an allocation of the cost for each of the projects included within
such line item, in each case similar in all material respects to the allocation
of costs set forth in Appendices D-1 and D-2 (the “Initial Proposed Budget”);


 


(c)
Limited Brands shall prepare and provide to Lerner a final version of the
Initial Proposed Budget or confirm that the Initial Proposed Budget reflects
Limited Brands’ proposed total estimated budget for such fiscal year no later
than November 15, 2003 (such revised budget, the “Proposed Budget”);


 


(d)
Lerner shall notify Limited Brands within thirty (30) days of receipt of such
Proposed Budget whether or not Limited Brands’ Proposed Budget and/or cost
allocation is acceptable to Lerner, including whether or not the projects
proposed to be included by Limited Brands within the line item of Project
Expenditure and the cost allocation for any such projects are acceptable to
Lerner.   For the avoidance of doubt,
Lerner shall be entitled to reject any project (and the cost allocation for
such project) included within the line item of Project Expenditure that does
not provide any benefit to Lerner;


 


(e) in the event that Lerner disputes Limited
Brands’ Proposed Budget, any item included therein or the cost allocation
associated with such item, service or project, Lerner shall notify Limited
Brands in writing of the disputed amount, specifying the basis for Lerner’s
dispute thereof (“Budget Dispute Notice”).  If a Budget Dispute Notice shall be duly and
timely delivered pursuant to this Section (e), Limited Brands and Lerner
shall, during the thirty (30) days following such delivery, use their
reasonable best efforts to reach agreement on the disputed items or amounts of
the Proposed Budget.  The total
estimated budget as finally agreed between Limited Brands and Lerner shall be
the “Total
Estimated Budget” for such fiscal year.


 


2.                                       Indirect
IT Allocation


 


Lerner shall also pay Limited Brands a fee
representing Lerner’s indirect IT allocation in the amount of $183,333 for each
month during which Schedule II is in effect commencing in the month following the
execution of the Transition Services Agreement; provided  that
Lerner shall be entitled to credit of $183,333 per month up to an aggregate of
$3,000,000 to be applied against such indirect IT allocation.


 


2

















 


3.                                       True-up


 


(a)
Limited Brands will cause to be prepared and delivered to Lerner a reasonably
detailed statement (the “Settlement Statement”) of IT costs
allocable to Lerner calculated in accordance with the Customary Billing Method
and Percent of Sales Billing Method, as applicable (“Actual Monthly Fee”) within
five (5) Business Days following
each fiscal month, in the case of IT costs billed in accordance with the
Customary Billing Method (activity based charges), and within five (5) Business Days following the end of
the second and fourth fiscal quarters, in the case of IT costs billed in
accordance with the Percent of Sales Billing Method (except that the Settlement
Statement to be delivered at the end of fiscal January 2002 shall reflect IT
costs allocable to Lerner from the Closing Date through the end of fiscal
2002).


 


(b) If
Lerner disagrees with Limited Brands calculation of the Actual Monthly Fee
delivered, Lerner may, within 20 days after delivery of the Settlement
Statements referred to in (a), deliver a notice to Limited Brands disagreeing
with such calculation and setting forth Lerner’s calculation of such
amount.  Any such notice of disagreement
shall specify in reasonable detail those items or amounts as to which Lerner
disagrees and shall specify Lerner’s proposed adjustment(s) to the Settlement
Statement, and Lerner shall be deemed to have agreed with all other items and
amounts contained in the Settlement Statement delivered pursuant to Section
(a).  If Lerner shall fail to give
Limited Brands such notice of disagreement within such 20 day period, Lerner
shall be deemed to have agreed with Limited Brands as to the Settlement
Statement.


 


(c) If
a notice of disagreement shall be duly and timely delivered pursuant to Section
(b), Limited Brands and Lerner shall, during the 30 days following such
delivery, use their reasonable best efforts to reach agreement on the disputed
items or amounts of Actual Monthly Fee, which amount shall not be more than the
amount thereof shown in Limited Brands’ calculations delivered pursuant to
Section (a) nor less than the amount thereof shown in Lerner’s calculation
delivered pursuant to Section (b).  If,
during such 30 day period, Limited and Lerner are unable to reach such
agreement, they shall (1) in the case of IT costs billed in accordance with the
Percent of Sales Billing Method within five (5) days following the end of such
30 day period, and (2) in the case of IT costs billed in accordance with the
Customary Billing Method (activity based charges) within five (5) days
following the end of the second fiscal quarter or fourth fiscal quarter, as
applicable, refer the dispute to KPMG (other than in the offices of KPMG
located in Columbus, Ohio, Indianapolis, Indiana or New York, New York)
for resolution.  KPMG shall be directed
to promptly commence a review this Agreement and the disputed items or amounts
for the purpose of calculating the Actual Monthly Fee in accordance with the
provisions of Section (a).  In making
such calculation, KPMG may examine all work papers utilized in connection with
the preparation of the Settlement Statement but shall consider only those items
or amounts in the Actual Monthly Fee as to which Lerner has disagreed.  Such independent accounting firm shall
deliver to Limited Brands and Lerner, as promptly as practicable, but in any
event, within 30 days after such independent accounting firm have commenced
their review, a report setting forth such calculation of such disputed amount,
which calculation shall not be greater than the amount thereof


 


3

















 


shown in Limited Brands’
calculation delivered pursuant to Section (a) nor less than the amount thereof
shown in Lerner’s calculation delivered pursuant to Section (b). Such report
shall be final and binding upon the parties hereto absent manifest error.  The cost of such review and report shall be
borne by the party whose position with respect to the calculation (with respect
to Limited Brands, as delivered pursuant to Section (a), and with respect to
Lerner, as delivered pursuant to Section (b)) bears the greatest difference to
the final position of the independent accounting firm.


 


(d)
The Actual Monthly Fee set forth in the Settlement Statement in each case
either as agreed to by Limited Brands and Lerner if such Settlement Statement
is not referred to the independent accounting firm or as finally determined by
the independent accounting firm, shall be the “Final Monthly Fee”.


 


(e)
Limited Brands and Lerner agree that they will, and agree to cause their
respective independent accountants and each Subsidiary to, cooperate and assist
in the preparation of the Settlement Statement and the calculation of the
Actual Monthly Fee and in the conduct of the reviews and determinations
identified by Section (c), including without limitation, the making available
to the extent necessary of books, records, work papers and personnel for a
period of at least twelve months following the termination of the Services
provided pursuant to Schedule II.


 


(f) If
the Final Monthly Fee exceeds the estimated monthly fee paid (“Estimated
Monthly Fee”), then Lerner shall pay to Limited Brands an amount
equal to the entire amount by which the Final Monthly Fee exceeds the Estimated
Monthly Fee at the time Lerner makes
its next monthly payment for IT Services.  If the Estimated Monthly Fee exceeds the Final Monthly Fee, then
Limited Brands shall credit an amount equal to the entire amount by which the
Estimated Monthly Fee exceeds the Final Monthly Fee against any amounts owing
to Limited Brands for IT Services pursuant to this Schedule II.


 


4.                                       Fee
Reduction Following Termination of Services


 


(a)
Limited Brands acknowledges that Lerner may terminate all or a portion of any
of the Services provided pursuant to this Schedule II in accordance with the
procedures set forth in Article 5 of this Agreement.


 


(b) In
the event that Lerner elects to terminate all Services grouped within a
conversion phase set forth below, Lerner shall deliver to Limited Brands a
notice indicating that the Services it requested to terminate pursuant to
Article 5 of this Agreement represent the termination of all Services
grouped within a conversion phase and indicating that such conversion has been
completed and no further Services in such conversion phase group, other than
the Post Termination Services set forth in Section 3.2 of this
Schedule II shall be required following the date of such notification (the
“Confirmation
of Termination Notice”).


 


4

















 


(c) Following
the delivery of the Confirmation of Termination Notice by Lerner to Limited
Brands, the total monthly costs for IT Services set forth in the line items of
the Total Estimated Budget for fiscal year 2003 attached hereto as
Appendix D-2 (and for any equivalent line item in the Total Estimated
Budget for any subsequent fiscal year as finally agreed upon by Lerner and
Limited Brand) for Data Processing and Non-Brand Related Depreciation shall be
reduced by the percentages assigned to each such conversion phase set forth
below for (i) the monthly payment due in the month following the month in
which all IT Services grouped within such conversion phase are terminated and
such monthly payment shall be prorated such that Lerner shall only be responsible
for the payment of such terminated Services for an aggregate of thirty days
following the date of the Confirmation of Termination Notice and (ii) in
each subsequent month thereafter during the term of this Schedule II.


 


	
  Conversion

  Phase

  	
   

  	
  Application

  	
   

  	
  Hardware

  Platform

  	
   

  	
  Reduction%

  
	
  I

  	
   

  	
  Store communications

  •                  Polling

  •                  Store mail

  	
   

  	
  Mainframe

  	
   

  	
  7.5%

  
	
  II

  	
   

  	
  Island Pacific

  •                  Merchandising
  – I3

  •                  Sales Audit

  •                  AP

  •                  GL

  •                  Fixed Assets

  •                  Bolt-ons

  	
   

  	
  AS/400

  	
   

  	
  20.0%

  
	
  III

  	
   

  	
  Arthur Planning

  Arthur Allocation

  	
   

  	
  Unix / NT

  Unix/ NT

  	
   

  	
  20.0%

  
	
  IV

  	
   

  	
  Payroll – GEAC

  	
   

  	
  Mainframe

  	
   

  	
  7.5%

  
	
  V

  	
   

  	
  Data Warehouse

  	
   

  	
  NCR Teradata

  	
   

  	
  30.0%

  
	
  VI

  	
   

  	
  Miscellaneous

  •                  IRIS

  •                  Driscoll

  •                  EASI

  •                  Broadway

  •                  Hyperion

  •                  Gerber
  products

  •                  Gentran

  •                  PRIMS

  	
   

  	
  

  NT

  NT

  NT



  NT

  NT

  NT

  Mainframe

  	
   

  	
  7.5%

  
	
  VII

  	
   

  	
  POS

  	
   

  	
  NCR

  	
   

  	
  7.5%

  



 


In the event that
Lerner terminates all or a portion of the Telecommunications Services or the
LAN/WAN, the aggregate costs for IT Services included in the Network/
Telecommunications line item of the budget which are not activity based charges
billed under the Customary Billing Method shall be reduced on a monthly basis
in a specific


 


5

















 


amount to be mutually agreed upon by Lerner and Limited Brands.  In the event that Lerner terminates all or a
portion of an activity-based service billed under the Customary Billing Method,
the Estimated Monthly Fee shall be reduced by the amount estimated for such
services on a monthly basis as set forth in the Total Estimated Budget for such
fiscal year.


 


6

















 


Appendix
D-1


 


Total
Estimated Budget for December 2002 and January 2003


 


(See Attached)


 

















 


	
  LTS Cost Allocations

  	
   

  	
  Schedule II - Appendix D-1

  
	
  Fiscal Year 2002
  (‘000s)

  	
   

  	
   

  
	
  Lerner New York/New York & Co.

  	
   

  	
   

  



 


 


	
   

  	
   

  	
  Fall
  FY2002

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenditure Type

  	
   

  	
  Activity

  Based

  	
   

  	
  % of Sales

  	
   

  	
  Total

  	
   

  	
  Billing
  Method

  	
   

  	
  Basis

  	
   

  	
  Description

  	
   

  
	
  Break / Fix Support

  	
   

  	
  183

  	
   

  	
   

  	
   

  	
  183

  	
   

  	
  Customary

  	
   

  	
  Cost per call

  	
   

  	
  Personnel Costs for support
  activities related to office technology (phone, PC), common applications, and
  point of sale equipment and systems

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enhancement Support

  	
   

  	
  90

  	
   

  	
  5

  	
   

  	
  95

  	
   

  	
  Customary

  	
   

  	
  Hours used x $50/hr., % of sales

  	
   

  	
  Personnel Costs for
  support/enhancement activities which provide added functionality to common
  applications

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Data Processing

  	
   

  	
  1

  	
   

  	
  271

  	
   

  	
  272

  	
   

  	
  Customary

  	
   

  	
  % of sales 

  	
   

  	
  Costs associated with the
  centralized processing platforms across the organization, printing paper -
  includes hardware depreciation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Non-Brand Related Depreciation

  	
   

  	
   

  	
   

  	
  108

  	
   

  	
  108

  	
   

  	
  Customary

  	
   

  	
  Actual depreciation

  	
   

  	
  Depreciation related to
  non-brand specific assets (i.e. purchased shared service assets or projects)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Direct Brand Costs

  	
   

  	
  37

  	
   

  	
   

  	
   

  	
  37

  	
   

  	
  Customary

  	
   

  	
  Actual costs, including
  Genuity

  	
   

  	
  Personnel costs for campus
  based support activities, as well as business specific hardware, software,
  maintenance, depreciation and external labor; these costs can easily be
  tracked to a specific entity

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Network / Telecommuncations

  	
   

  	
  52

  	
   

  	
  72

  	
   

  	
  124

  	
   

  	
  Customary

  	
   

  	
  Actual costs, % of sales

  	
   

  	
  Costs associated with wide
  area network and voice communication activities including: 800 numbers, local
  and long distance phone service, video/conference service and pagers

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B2B Services

  	
   

  	
  5

  	
   

  	
   

  	
   

  	
  5

  	
   

  	
  Customary

  	
   

  	
  Usage costs

  	
   

  	
  Development and maintenance
  of Internet B2B businesses for all business units

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Learning Center

  	
   

  	
   

  	
   

  	
  12

  	
   

  	
  12

  	
   

  	
  Customary

  	
   

  	
  Usage costs

  	
   

  	
  Training and support all
  common system across the enterprise as well as offering a full curriculum of
  desktop applications; provides ad-hoc consulting for common systems

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Project Expenditures

  	
   

  	
  18

  	
   

  	
  294

  	
   

  	
  312

  	
   

  	
  Customary

  	
   

  	
  Brand specific costs, % of sales

  	
   

  	
  Internal labor, external
  labor, software, hardware, project management, research, training,
  etc..related to discretionary spending on initiatives which will replace or
  add functionality to the overall IT environment.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Direct Allocation

  	
   

  	
  386

  	
   

  	
  762

  	
   

  	
  1,148

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


Appendix D-2


 


Total Estimated Budget for 2003


 


(See Attached)


 

















 


	
  LTS Cost Allocations

  	
   

  	
  Schedule II - Appendix D-2

  
	
  Fiscal Year 2003
  (‘000s)

  	
   

  	
   

  
	
  Lerner New York/New York & Co.

  	
   

  	
   

  



 


	
   

  	
   

  	
  FY2003

  Total

  	
   

  	
  Spring
  FY2003

  	
   

  	
  Fall
  FY2003

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenditure Type

  	
   

  	
  Amount

  	
   

  	
  Activity

  Based

  	
   

  	
  % of Sales

  	
   

  	
  Total

  	
   

  	
  Activity

  Based

  	
   

  	
  % of Sales

  	
   

  	
  Total

  	
   

  	
  Billing
  Method

  	
   

  	
  Basis

  	
   

  	
  Description

  	
   

  
	
  Break / Fix Support

  	
   

  	
  1,156

  	
   

  	
  606

  	
   

  	
   

  	
   

  	
  606

  	
   

  	
  550

  	
   

  	
   

  	
   

  	
  550

  	
   

  	
  Customary

  	
   

  	
  Cost per call

  	
   

  	
  Personnel Costs for support
  activities related to office technology (phone, PC), common applications, and
  point of sale equipment and systems

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enhancement Support

  	
   

  	
  593

  	
   

  	
  291

  	
   

  	
  16

  	
   

  	
  307

  	
   

  	
  270

  	
   

  	
  16

  	
   

  	
  286

  	
   

  	
  Customary

  	
   

  	
  Hours used x $50/hr., % of sales

  	
   

  	
  Personnel Costs for
  support/enhancement activities which provide added functionality to common
  applications

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Data Processing

  	
   

  	
  2,208

  	
   

  	
  4

  	
   

  	
  1,100

  	
   

  	
  1,104

  	
   

  	
  4

  	
   

  	
  1,100

  	
   

  	
  1,104

  	
   

  	
  Customary

  	
   

  	
  % of sales

  	
   

  	
  Costs associated with the
  centralized processing platforms across the organization, printing paper -
  includes hardware depreciation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Non-Brand Related Depreciation

  	
   

  	
  702

  	
   

  	
   

  	
   

  	
  378

  	
   

  	
  378

  	
   

  	
   

  	
   

  	
  324

  	
   

  	
  324

  	
   

  	
  Customary

  	
   

  	
  Actual depreciation

  	
   

  	
  Depreciation related to non-brand
  specific assets (i.e. purchased shared service assets or projects)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Direct Brand Costs

  	
   

  	
  427

  	
   

  	
  241

  	
   

  	
   

  	
   

  	
  241

  	
   

  	
  186

  	
   

  	
   

  	
   

  	
  186

  	
   

  	
  Customary

  	
   

  	
  Actual costs, including
  Genuity

  	
   

  	
  Personnel costs for campus
  based support activities, as well as business specific hardware, software,
  maintenance, depreciation and external labor; these costs can easily be
  tracked to a specific entity

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Network / Telecommuncations

  	
   

  	
  730

  	
   

  	
  146

  	
   

  	
  214

  	
   

  	
  360

  	
   

  	
  155

  	
   

  	
  215

  	
   

  	
  370

  	
   

  	
  Customary

  	
   

  	
  Actual costs, % of sales

  	
   

  	
  Costs associated with wide
  area network and voice communication activities including: 800 numbers, local
  and long distance phone service, video/conference service and pagers

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B2B Services

  	
   

  	
  28

  	
   

  	
  14

  	
   

  	
   

  	
   

  	
  14

  	
   

  	
  14

  	
   

  	
   

  	
   

  	
  14

  	
   

  	
  Customary

  	
   

  	
  Usage costs

  	
   

  	
  Development and maintenance
  of Internet B2B businesses for all business units

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Learning Center

  	
   

  	
  69

  	
   

  	
   

  	
   

  	
  34

  	
   

  	
  34

  	
   

  	
   

  	
   

  	
  35

  	
   

  	
  35

  	
   

  	
  Customary

  	
   

  	
  Usage costs

  	
   

  	
  Training and support all
  common system across the enterprise as well as offering a full curriculum of
  desktop applications; provides ad-hoc consulting for common systems

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Project Expenditures

  	
   

  	
  505

  	
   

  	
  25

  	
   

  	
  200

  	
   

  	
  225

  	
   

  	
  30

  	
   

  	
  250

  	
   

  	
  280

  	
   

  	
  Customary

  	
   

  	
  Brand specific costs, % of sales

  	
   

  	
  Internal labor, external
  labor, software, hardware, project management, research, training,
  etc..related to discretionary spending on initiatives which will replace or
  add functionality to the overall IT environment.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Direct Allocation

  	
   

  	
  6,418

  	
   

  	
  1,327

  	
   

  	
  1,942

  	
   

  	
  3,269

  	
   

  	
  1,209

  	
   

  	
  1,940

  	
   

  	
  3,149

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


Appendix G


 


Lerner Dedicated
Personnel


 


•                  Category 1


 


•                  Alan
Gelber - Director Business Services. Limited Brands shall not move Alan Gelber
from his current position prior to October 1, 2003 unless otherwise agreed by
Limited Brands and Lerner.


 


•                  Albert
Cavallaro - Manager IT Business Services


 


•                  Lou
Fiore - Info Center Analyst


 


•                  Donna
Hobbs - Technical Analyst


 


•                  Albert
Lavie - Database Admin


 


•                  Natalya
(Natasha) Lomaka - Programmer/Analyst


 


•                  Category 2


 


•                  Ed
Lares - Product Technology. Limited Brands shall not move Ed Lares from his
current position for the duration of the term of Schedule II unless otherwise
agreed by Limited Brands and Lerner:


 


•                  Network Analysts


 


Robert Gonzales


 


Mike Anselmo


 


Robert Neumann


 


Matt Casilinuovo


 


Peter Jaworowski


 


•                  PC Desktop Analysts


 


Matt Brown


 


Rodney Caldwell


 


•                  Telecom Administrator/Specialist


 


Rick Spencer


 

















 


Leon Abbot


 


•                  Other Employees


 


Sergey Semenov -
Programmer/Analyst


 


Ariel Dele Fuente - Info
Center Analyst


 


Sean Kerrigan


 


Ismael Estrada -
Operations Manager (NY Campus)


 


Travis Hardison -
Production Scheduler


 


Debra Van Iderstine -
Production Scheduler


 


Florence Anderson -
Production Scheduler


 


George Miller - Lead
Operator


 


Ali Subhaw - Lead
Operator


 


Derek Green - I/O
Operator


 


Sarita Rosa - Telecom
Coordinator


 


2

















 


Appendix H


 


Form of QuitClaim License


 


(See Attached)


 

















 


APPENDIX
H


 


QUITCLAIM
LICENSE AGREEMENT


 


 


This agreement
(“Agreement”) is entered into this
            day of
                ,
200    by and between Limited Brands, Inc., a Delaware
corporation (“Limited Brands”), and Lerner New York Holding, Inc. a Delaware
corporation (“Lerner”), for itself and its Affiliates (collectively,
“Licensees”).


 


W I T N E S S E T H:


 


A.                                   WHEREAS,
The Limited has authored certain computer software code as more fully described
on each Addendum executed by the parties from time to time and attached hereto
(the “Software”); and


 


B.                                     WHEREAS,
Licensees desire to obtain a right to use the Software, and Limited Brands is
willing to quitclaim a license to Licensees and to permit Licensees to use the
Software “AS IS” and without any warranties of any kind.


 


NOW, THEREFORE, in
consideration of the promises and the mutual covenants of the parties herein,
it is hereby agreed as follows:


 


1.                                       Grant
of License.


 


1.1                                 Subject
to the terms and conditions of this Agreement, Limited Brands hereby quitclaims
to Licensees and Licensees hereby accept a nonexclusive, nontransferable
(except as set forth in Sections 1.3 and 7.1), royalty-free, paid-up license to
use, reproduce and prepare derivative works of the Software, for their internal
business purposes only, in both source code and object code forms.  The quitclaimed license granted herein is in
all cases subject to any overriding obligations imposed by the licensor of any
computer software of which the Software is a derivative work, which underlies
the Software or with which the Software otherwise operates (“Related
Software”). No license to any Related Software is included under this
Agreement.  In the event that any
Related Software is required for possession and/or beneficial use of the
Software, then as a condition of its continued enjoyment of the quitclaimed
license rights granted herein, Licensees shall, if and as determined by
Licensees in their sole discretion, be responsible for obtaining, a license to
the Related Software.


 


1.2                                 For
the purposes of this Agreement, (A) “Affiliates” means any entity that directly
(or indirectly through one or more intermediaries) controls, is controlled by,
or is under common control with Lerner. 
The term “control” (including the terms “controlling,” “controlled by”
and “under common control with”) means the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of an
entity, whether through the ownership of voting securities or through membership
or, in the case of limited liability companies, by agreement, and includes
Lerner New York, Inc., Lernco, Inc., Nevada Receivable Factoring, Inc.,
Associated Lerner Shops of America, Inc. and Lerner New York GC, LLC, or any
successor entity to any such listed entity, for so long as each such entity
remains under common control with Lerner New York, Inc., and (B) “Departing
Affiliate” means an Affiliate which by sale, merger, spin-off, restructuring or
otherwise ceases to be an Affiliate of Lerner, as defined in (A) above.


 


1.3                                 Lerner
may grant Departing Affiliates a nonexclusive, nontransferable sublicense to
the Software with rights equivalent to those set forth in Section 1.1 hereof,
without the rights to further sublicense the Software, and solely for the
internal business purposes of such Departing Affiliate.  All such sublicenses shall contain terms
equivalent to Sections 2, 3, 4, 5, 6 and 7 hereof, and shall provide that
Limited Brands is an intended third party beneficiary of such provisions.


 


1.4                                 A
form of Addendum describing the Software is annexed hereto.  Upon mutual agreement, the parties may
accept additional Addenda (which will refer to this Agreement) setting forth
the Software licensed hereunder upon mutual execution.


 


1

















 


2.                                       Term
and Termination.


 


2.1                                 This
Agreement will continue in force until terminated by the provisions of this
Section 2.


 


2.2                                 Either
party may terminate this Agreement upon any material default by the other party
or such party’s agent or representative, of any provision of this Agreement,
which default has not been cured within thirty (30) days of written notice to
the defaulting party of the condition giving rise to the default; provided,
however, that the cure period may be extended by the consent of the parties,
which consent will not be unreasonably withheld, if the breaching party has
commenced cure during the thirty (30) day notice period and pursues cure of the
breach in good faith.


 


2.3                                 Upon
termination, all rights granted to Licensees hereunder shall terminate,
Licensees shall cease using the Software (whether or not modified or merged
into other materials) and Licensees shall certify in writing to Limited Brands
that all copies (in any form or media) have been destroyed or returned to
Limited Brands.  The provisions of
Sections 3, 4, 5, 6 and 7 shall survive any termination hereof.


 


3.                                       Disclaimer
of Warranty.


 


LIMITED BRANDS MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH
RESPECT TO THE SOFTWARE, WHICH IS PROVIDED “AS IS.”  LIMITED BRANDS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE
SOFTWARE.  LIMITED BRANDS FURTHER
DISCLAIMS ALL WARRANTIES OF GOOD TITLE, FREEDOM FROM ENCUMBRANCE OR FREEDOM FROM
INFRINGEMENT.


 


4.                                       Limitation
of Liability.


 


IN NO EVENT SHALL LIMITED BRANDS BE LIABLE FOR ANY DAMAGES
WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR
PERFORMANCE OF THE SOFTWARE, WHETHER ANY CLAIM FOR SUCH RECOVERY IS BASED UPON
THEORIES OF CONTRACT, NEGLIGENCE, OR TORT (INCLUDING STRICT LIABILITY) AND EVEN
IF LIMITED BRANDS HAS KNOWLEDGE OF THE POSSIBILITY OF POTENTIAL LOSS OR
DAMAGE.  LICENSEES HEREBY WAIVE, FOR
THEMSELVES AND THEIR SUCCESSORS AND ASSIGNS, ANY AND ALL CLAIMS FOR DAMAGES,
INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND
CONSEQUENTIAL DAMAGES.


 


5.                                       Confidentiality;
Proprietary Rights; Title.


 


5.1                                 Licensees
acknowledge that the Software is the valuable trade secret property of Limited
Brands.  Except for disclosures to third
party contractors pursuant to agreements obligating such contractors to
maintain the Software in confidence consistent with the terms of this Agreement
and to otherwise comply with the provisions of this Agreement, Licensees will
keep in confidence and protect the Software (in both its original form or as it
may be modified by Licensees pursuant to the provisions hereof) from disclosure
to third-parties and restrict its use as provided in this Agreement.  Licensees agree to formulate and adopt
appropriate safeguards as are necessary to ensure protection of the
confidentiality of such Software. 
Licensees acknowledge that unauthorized disclosure of the Software shall
cause Limited Brands irreparable harm for which monetary damages may be
inadequate, and Licensees agrees that Limited Brands may seek injunctive relief
to enforce the provisions hereof.


 


5.2                                 Title
to, ownership of and all proprietary rights in the Software is reserved to, and
will at all times remain, with Limited Brands. 
Notwithstanding the foregoing, any modifications, enhancements,
improvements or alterations to the Software made by Licensees shall be owned by
Licensees.  The use of any such
modified, enhanced, improved or otherwise altered version of the Software by
Licensees shall be in accordance with the terms of this Agreement, including
the license grant in Section 1.  To the
extent notices of Limited Brands’s trade secrets, trademarks and copyright
interests are included in or affixed to the Software, Licensees shall not alter
or remove such notices, and shall duplicate such notices on any copies of the
Software made hereunder.


 


2

















 


5.3                                 Licensees
will inform their employees of their obligations under this Section 5 and
instruct them so as to ensure such obligations are met.


 


5.4                                 Following
delivery of written notice to Licensees, Licensees shall not do or fail to do
any act or thing which, in the reasonable opinion of Limited Brands (the basis
for which shall be set forth in any such notice), will impair any of Limited
Brands’s proprietary or other rights in and to the Software; except where
Licensees’ compliance with the terms of any such notice would prevent Licensees
from using the Software as contemplated hereunder.


 


6.                                       Indemnification


 


Licensees shall be liable and assume liability for and
shall indemnify and hold Limited Brands harmless from and against any and all
liabilities, obligations, losses, damages, injuries, claims (including without
limitation claims involving strict or absolute liability) demands, penalties,
costs and expenses (including reasonable attorneys’ fees) (“Claims”) of
whatever kind and nature imposed or asserted against Limited Brands by reason
of (i) any act or failure to act of Licensees, or employees or agents of
Licensees in connection with Licensees’ exercise of its rights granted
hereunder or other use of the Software; or (ii) any exercise or
fulfillment by Licensees or employees or agents of Licensees of any right granted
to or obligation undertaken by Licensees under this Agreement.  The foregoing indemnity shall not apply to
Claims arising as a direct result of the gross negligence or willful misconduct
of Limited Brands, its employees or agents.


 


7.                                       General.


 


7.1                                 Licensees
may not assign or transfer (by operation of law or otherwise) all or any part
of their rights or obligations under this Agreement without Limited Brands’s
prior written consent, which may be withheld for any reason.  In no event shall Licensees’ rights or obligations
hereunder be assigned or assignable by any bankruptcy proceedings, and in no
event shall this Agreement or any rights or privileges hereunder be an asset of
Licensees under any bankruptcy, insolvency or reorganization proceedings.  Provided, however, that the following
transactions relating to Lerner will not be deemed an assignment of this
Agreement and will not give rise to any requirement of consent by Limited
Brands, nor result in any right to terminate or alter this Agreement: any
merger (including but not limited to a reincorporation merger); any
consolidation; any reorganization; any stock exchange; any sale of stock; any
sale of all or substantially all of the assets of Lerner; or any similar or
related transaction in which Lerner is the surviving entity or, if Lerner is
not the surviving entity, the surviving entity continues to conduct the
business conducted by Lerner prior to consummation of the transaction.  Limited Brands may assign this Agreement or
any of its rights or obligations hereunder, provided the assignee agrees to be
bound by the terms hereof.


 


7.2                                 No
modification, addition to or waiver of any right, obligation or default shall
be effective unless it is in writing and is signed by the party against which
the same is sought to be enforced.


 


7.3                                 Limited
Brands and Licensees do not and shall not hold themselves out and shall not be
considered as an agent, legal representative, joint venturer, partner, or agent
of the other for any purpose whatsoever.


 


7.4                                 This
Agreement constitutes the final, complete and exclusive statement of the
agreement between the parties in respect of the subject matter hereof and
supersedes all prior and contemporaneous agreements between the parties in
respect to the subject matter hereof. 
No other writings may become a part of this Agreement, except as
provided herein.


 


7.5                                 All
notices required to be given under this Agreement shall be given in writing and
shall be deemed to be given when (i) delivered by hand, (ii) mailed
by prepaid registered or certified mail, return receipt requested,
(iii) sent by facsimile device with a copy sent at the same time by
regular U.S. mail, postage prepaid, or (iv) sent by commercial courier
with written verification of the receipt to each party at its address set forth
below or at such other address as a party may designate by notice as required
hereby.


 


3

















 


7.6                                 If
any provision of this Agreement is held invalid, illegal or unenforceable in
any respect in any jurisdiction then, to the fullest extent permitted by law,
(a) all other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in order to carry out the
intentions of the parties as nearly as may be possible; (b) such invalidity,
illegality or unenforceability of such provision shall not affect the validity,
legality or enforceability of such provision in any jurisdiction; and (c) the
parties shall promptly negotiate in good faith a replacement provision to carry
out the intention of the invalid, illegal or unenforceable provision, to the
fullest extent permitted by law.  To the
extent permitted by applicable law, each party waives any provision of law that
would render any provision of this Agreement prohibited or unenforceable in any
respect.


 


8.                                       Governing
Law.  This Agreement shall be
construed and the rights of the parties hereunder shall be governed by the laws
of the State of Ohio applicable to contracts made and to be performed in the
State of Ohio without regard to principles of conflicts of laws.


 


IN WITNESS WHEREOF this
Agreement has been executed by the parties hereto to be effective as of the
date first set forth above.


 


 


	
  Lerner New York
  Holding, Inc.

  	
  Limited Brands, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Robert A. Meilen

  
	
   

  	
   

  	
   

  	
   

  
	
  Printed Name

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
  Group
  Vice President, COO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Three Limited Parkway

  	
   

  
	
   

  	
   

  	
  Columbus, Ohio 43230

  	
   

  
	
  Attn.:

  	
   

  	
   

  	
  Attn.: Vice President
  and Chief Information Officer

  
	
  Fax:

  	
   

  	
   

  	
   

  	
  Fax: 614-415-7238

  	
   

  
														



 


4

















 


FORM OF ADDENDUM

to the

QUITCLAIM LICENSE AGREEMENT

dated
                ,
2002

between Lerner New York Holding, Inc. and Limited Brands, Inc.


 


 


Software:


 


 


[list of software to be
included under the quitclaim]


 


 


 


 


Accepted and Agreed:


 


	
  Lerner New York
  Holding, Inc.

  	
  Limited Brands, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Printed Name

  	
   

  	
  Printed Name

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Three Limited Parkway

  	
   

  
	
   

  	
   

  	
  Columbus, Ohio 43230

  	
   

  
	
  Attn.:

  	
   

  	
   

  	
  Attn.: Group Vice
  President, COO

  
	
  Fax:

  	
   

  	
   

  	
   

  	
  Fax: 614-415-7238

  	
   

  
																



 


5

















 


Appendix I


 


Form of QuitClaim License


 


(See Attached)


 

















 


APPENDIX
I


 


QUITCLAIM
LICENSE AGREEMENT


 


 


This agreement
(“Agreement”) is entered into this
            day of
                  ,
200    by and between Limited Brands, Inc., a Delaware
corporation (“Limited Brands”), and Lerner New York Holding, Inc. a Delaware
corporation (“Lerner”), for itself and its Affiliates (collectively,
“Licensees”).


 


W I T N E S S E T H:


 


A.                                   WHEREAS,
The Limited has authored certain computer software code known informally as
“Size Selling” and consisting of the computer software programs entitled
PrePack.cpp (the web engine), Colorcalcs.cpp (the calculation engine) and
SizeSellingCustomFrameSet (the Microstrategy interface) (collectively, the
“Software”); and


 


B.                                     WHEREAS,
Licensees desire to obtain a right to use the Software, and Limited Brands is
willing to quitclaim a license to Licensees and to permit Licensees to use the
Software “AS IS” and without any warranties of any kind.


 


NOW, THEREFORE, in
consideration of the promises and the mutual covenants of the parties herein,
it is hereby agreed as follows:


 


1.                                       Grant
of License.


 


1.1                                 Subject
to the terms and conditions of this Agreement, Limited Brands hereby quitclaims
to Licensees and Licensees hereby accept a nonexclusive, nontransferable
(except as implicit in the definition of “Affiliate”, as set forth in Section
1.2), royalty-free, paid-up license to use, reproduce and prepare derivative
works of the Software, for their internal business purposes only, in both
source code and object code forms.  The
quitclaimed license granted herein is in all cases subject to any overriding
obligations imposed by the licensor of any computer software of which the
Software is a derivative work, which underlies the Software or with which the
Software otherwise operates (“Related Software”).  No license to any Related Software is included under this
Agreement.  In the event that any Related
Software is required for possession and/or beneficial use of the Software, then
as a condition of its continued enjoyment of the quitclaimed license rights
granted herein, Licensees shall, if and as determined by Licensees in their
sole discretion, be responsible for obtaining, a license to the Related
Software.


 


1.2                                 For
the purposes of this Agreement, “Affiliates” means any of Lerner New York,
Inc., Lernco, Inc., Nevada Receivable Factoring, Inc., Associated Lerner Shops
of America, Inc. and Lerner New York GC, LLC, or any successor entity to any
such listed entity, for so long as each such entity remains under common
control with Lerner New York, Inc., and any other entity affiliated with Lerner
which may be listed on Addendum 1 attached hereto, as such Addendum 1 may be
updated by written agreement of the parties from time to time.


 


2.                                       Term
and Termination.


 


2.1                                 This
Agreement will continue in force until terminated by the provisions of this
Section 2.


 


2.2                                 Either
party may terminate this Agreement upon any material default by the other party
or such party’s agent or representative, of any provision of this Agreement,
which default has not been cured within thirty (30) days of written notice to
the defaulting party of the condition giving rise to the default; provided,
however, that the cure period may be extended by the consent of the parties,
which consent will not be unreasonably withheld, if the breaching party has
commenced cure during the thirty (30) day notice period and pursues cure of the
breach in good faith.


 


1

















 


2.3                                 Limited
Brands may terminate this Agreement upon written notice to Lerner in the event
of any change of control of Lerner where the person possessing control of
Lerner following such change of control is a competitor of Limited Brands in
the apparel industry.  For the purposes
of this Agreement, the term “control” means the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of
an entity, whether through the ownership of voting securities, or through
membership, or in the case of limited liability companies, by agreement.


 


2.4                                 Upon
termination, all rights granted to Licensees hereunder shall terminate,
Licensees shall cease using the Software (whether or not modified or merged
into other materials) and Licensees shall certify in writing to Limited Brands
that all copies (in any form or media) have been destroyed or returned to
Limited Brands.  The provisions of
Sections 3, 4, 5, 6 and 7 shall survive any termination hereof.


 


3.                                       Disclaimer
of Warranty.


 


LIMITED BRANDS MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH
RESPECT TO THE SOFTWARE, WHICH IS PROVIDED “AS IS.”  LIMITED BRANDS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE.  LIMITED BRANDS FURTHER DISCLAIMS ALL
WARRANTIES OF GOOD TITLE, FREEDOM FROM ENCUMBRANCE OR FREEDOM FROM
INFRINGEMENT.


 


4.                                       Limitation
of Liability.


 


IN NO EVENT SHALL LIMITED BRANDS BE LIABLE FOR ANY DAMAGES
WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR
PERFORMANCE OF THE SOFTWARE, WHETHER ANY CLAIM FOR SUCH RECOVERY IS BASED UPON
THEORIES OF CONTRACT, NEGLIGENCE, OR TORT (INCLUDING STRICT LIABILITY) AND EVEN
IF LIMITED BRANDS HAS KNOWLEDGE OF THE POSSIBILITY OF POTENTIAL LOSS OR
DAMAGE.  LICENSEES HEREBY WAIVE, FOR
THEMSELVES AND THEIR SUCCESSORS AND ASSIGNS, ANY AND ALL CLAIMS FOR DAMAGES,
INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND
CONSEQUENTIAL DAMAGES.


 


5.                                       Confidentiality;
Proprietary Rights; Title.


 


5.1                                 Licensees
acknowledge that the Software is the valuable trade secret property of Limited
Brands.  Except for disclosures to third
party contractors pursuant to agreements obligating such contractors to
maintain the Software in confidence consistent with the terms of this Agreement
and to otherwise comply with the provisions of this Agreement, Licensees will
keep in confidence and protect the Software (in both its original form or as it
may be modified by Licensees pursuant to the provisions hereof) from disclosure
to third-parties and restrict its use as provided in this Agreement.  Licensees agree to formulate and adopt
appropriate safeguards as are necessary to ensure protection of the
confidentiality of such Software. 
Licensees acknowledge that unauthorized disclosure of the Software shall
cause Limited Brands irreparable harm for which monetary damages may be
inadequate, and Licensees agrees that Limited Brands may seek injunctive relief
to enforce the provisions hereof.


 


5.2                                 Title
to, ownership of and all proprietary rights in the Software is reserved to, and
will at all times remain, with Limited Brands. 
Notwithstanding the foregoing, any modifications, enhancements,
improvements or alterations to the Software made by Licensees shall be owned by
Licensees.  The use of any such
modified, enhanced, improved or otherwise altered version of the Software by
Licensees shall be in accordance with the terms of this Agreement, including
the license grant in Section 1.  To the
extent notices of Limited Brands’s trade secrets, trademarks and copyright
interests are included in or affixed to the Software, Licensees shall not alter
or remove such notices, and shall duplicate such notices on any copies of the
Software made hereunder.


 


5.3                                 Licensees
will inform their employees of their obligations under this Section 5 and
instruct them so as to ensure such obligations are met.


 


2

















 


5.4                                 Following
delivery of written notice to Licensees, Licensees shall not do or fail to do
any act or thing which, in the reasonable opinion of Limited Brands (the basis
for which shall be set forth in any such notice), will impair any of Limited
Brands’s proprietary or other rights in and to the Software; except where
Licensees’ compliance with the terms of any such notice would prevent Licensees
from using the Software as contemplated hereunder.


 


6.                                       Indemnification


 


Licensees shall be liable and assume liability for and
shall indemnify and hold Limited Brands harmless from and against any and all
liabilities, obligations, losses, damages, injuries, claims (including without
limitation claims involving strict or absolute liability) demands, penalties,
costs and expenses (including reasonable attorneys’ fees) (“Claims”) of
whatever kind and nature imposed or asserted against Limited Brands by reason
of (i) any act or failure to act of Licensees, or employees or agents of
Licensees in connection with Licensees’ exercise of its rights granted
hereunder or other use of the Software; or (ii) any exercise or
fulfillment by Licensees or employees or agents of Licensees of any right
granted to or obligation undertaken by Licensees under this Agreement.  The foregoing indemnity shall not apply to
Claims arising as a direct result of the gross negligence or willful misconduct  of
Limited Brands, its employees or agents.


 


7.                                       General.


 


7.1                                 Licensees
may not assign or transfer (by operation of law or otherwise) all or any part
of their rights or obligations under this Agreement without Limited Brands’
prior written consent, which may be withheld for any reason.  In no event shall Licensees’ rights or
obligations hereunder be assigned or assignable by any bankruptcy proceedings,
and in no event shall this Agreement or any rights or privileges hereunder be
an asset of Licensees under any bankruptcy, insolvency or reorganization
proceedings.  Lerner will promptly
notify Limited Brands in the event of any change of control of Lerner.  Limited Brands may assign this Agreement or
any of its rights or obligations hereunder, provided the assignee agrees to be
bound by the terms hereof.


 


7.2                                 No
modification, addition to or waiver of any right, obligation or default shall
be effective unless it is in writing and is signed by the party against which
the same is sought to be enforced.


 


7.3                                 Limited
Brands and Licensees do not and shall not hold themselves out and shall not be
considered as an agent, legal representative, joint venturer, partner, or agent
of the other for any purpose whatsoever.


 


7.4                                 This
Agreement constitutes the final, complete and exclusive statement of the
agreement between the parties in respect of the subject matter hereof and
supersedes all prior and contemporaneous agreements between the parties in
respect to the subject matter hereof. 
No other writings may become a part of this Agreement, except as
provided herein.


 


7.5                                 All
notices required to be given under this Agreement shall be given in writing and
shall be deemed to be given when (i) delivered by hand, (ii) mailed
by prepaid registered or certified mail, return receipt requested,
(iii) sent by facsimile device with a copy sent at the same time by
regular U.S. mail, postage prepaid, or (iv) sent by commercial courier
with written verification of the receipt to each party at its address set forth
below or at such other address as a party may designate by notice as required
hereby.


 


7.6                                 If
any provision of this Agreement is held invalid, illegal or unenforceable in
any respect in any jurisdiction then, to the fullest extent permitted by law,
(a) all other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in order to carry out the
intentions of the parties as nearly as may be possible; (b) such invalidity,
illegality or unenforceability of such provision shall not affect the validity,
legality or enforceability of such provision in any jurisdiction; and (c) the
parties shall promptly negotiate in good faith a replacement provision to carry
out the intention of the invalid, illegal or unenforceable provision, to the
fullest extent permitted by law.  To the
extent permitted by applicable law, each party waives any provision of law that
would render any provision of this Agreement prohibited or unenforceable in any
respect.


 


3

















 


7.7                                 At
Limited Brands’ cost, Limited Brands may cause KPMG (other than KPMG personnel
from the offices of KPMG located in Columbus, Ohio, Indianapolis, Indiana or
New York, New York) or another independent certified public accountant
reasonably acceptable to Lerner, on at least thirty (30) days prior written
notice, to have access to Licensees’ facilities and systems at which the
Software is used hereunder, during regular business hours of Licensees, and
without interfering with Licensees’ normal business operations, to verify
compliance by Licensees with the terms and conditions of this Agreement.  At Lerner’s request, KPMG or such accountant
must execute with Lerner a nondisclosure agreement reasonably acceptable to
Lerner with regard to all materials or systems inspected by such
accountant.  Such accountant may only
report to Limited Brands whether or not (i) the Software is being used in
accordance with the terms and conditions of this Agreement and (ii) if not
being so used, the nature of the noncompliance and the basis for such
conclusion.  Such accountant shall
provide to Lerner a copy of such report. 
Such inspections shall occur no more frequently than once annually.


 


8.                                       Governing
Law.  This Agreement shall be
construed and the rights of the parties hereunder shall be governed by the laws
of the State of Ohio applicable to contracts made and to be performed in the
State of Ohio without regard to principles of conflicts of laws.


 


IN WITNESS WHEREOF this
Agreement has been executed by the parties hereto to be effective as of the
date first set forth above.


 


	
  Lerner New York
  Holding, Inc.

  	
  Limited Brands, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Robert A. Meilen

  
	
   

  	
   

  	
   

  	
   

  
	
  Printed Name

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
  Group
  Vice President, COO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Three Limited Parkway

  	
   

  
	
   

  	
   

  	
  Columbus, Ohio 43230

  	
   

  
	
  Attn.:

  	
   

  	
   

  	
  Attn.: Vice President
  and Chief Information Officer

  
	
  Fax:

  	
   

  	
   

  	
   

  	
  Fax: 614-415-7238

  	
   

  
														



 


4

















 


ADDENDUM 1

to the

QUITCLAIM LICENSE AGREEMENT

dated
              ,
2002

between Lerner New York Holding, Inc. and Limited Brands, Inc.


 


 


Additional Entities
qualifying as Affiliates:


 


 


None


 


 


 


 


Accepted and Agreed:


 


	
  Lerner New York
  Holding, Inc.

  	
  Limited Brands, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Printed Name

  	
   

  	
  Printed Name

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Three Limited Parkway

  	
   

  
	
   

  	
   

  	
  Columbus, Ohio 43230

  	
   

  
	
  Attn.:

  	
   

  	
   

  	
  Attn.: Group Vice
  President, COO

  
	
  Fax:

  	
   

  	
   

  	
   

  	
  Fax: 614-415-7238

  	
   

  
																



 


5

















 


Schedule III


 


Logistics and Related Services


 


General


 


1.1                                 Except
as otherwise provided in this Schedule III, Limited Brands’ obligation to
provide or procure, and Lerner’s obligation to purchase, the Services described
in this Schedule III (the “Logistics Services”) shall commence on the
Closing Date and terminate on the earliest to occur of (i) the date which is
fifteen months after the date on which Limited Brands notifies Lerner in
writing that it has elected to terminate its obligation to provide or procure
the Logistics Services, which notice shall be given no earlier than the date
which is 45 months after the Closing Date, (ii) the date which is fifteen
months after the date on which Lerner notifies Limited Brands in writing that
it has elected to terminate its obligation to purchase the Logistics Services,
which notice shall be given no earlier than the date which is twelve months
after the Closing Date, and (iii) the date specified for such termination in
the applicable section of Section 5.02 of the Agreement, if Limited Brands or
Lerner, as the case may be, terminates the Logistics Services in accordance
with Section 5.02 of the Agreement.  The
period from the Closing Date until the date on which the Logistics Services are
terminated is referred to as the “Logistics Term”.


 


1.2                                 The
cost for the Logistics Services shall be billed using the Customary Billing
method, except as otherwise noted below.


 


1.3                                 Lerner
shall communicate in a timely manner with Limited Brands regarding business
plans, activities or information which may impact the ability of Limited Brands
to perform the Logistics Services, including without limitation product line
review information, global production plans, store distribution strategies,
advance shipping notices or significant changes in requirements.


 


1.4                                 Upon
reasonable prior notice from Lerner, Limited Brands will cooperate with and
provide such assistance to Lerner as is reasonably requested and which does not require an unreasonable
amount of Limited Brands resources or manpower (including, without limitation, access to (i) books and records
of Limited Brands relating to the Logistics Services provided to Lerner
hereunder, but only to information therein that relates exclusively to the
Logistics Services provided to Lerner hereunder, and (ii) senior employees of
Limited Brands), to enable Lerner to study the level of costs associated
with the Lerner business on a standalone basis.


 


1.5                                 A
copy of the Service Level Partnership guidelines between Lerner and LLS in
effect as of the Closing Date, as amended by the parties to this Agreement, are
attached to this Schedule III as Appendix A  (as
amended from time to time during the term of this Schedule III, the “Service
Level Partnership”).  Lerner and Limited Brands
acknowledge and agree that (i) the Service Level Partnership, as is the case
with all such


 

















 


other service level partnerships among the Limited
Brand Entities, constitutes non-binding principles that represent only a target
level for the Logistics Services that Limited Brands Entities will use
commercially reasonable efforts to achieve during the Logistics Term, (ii)
neither the Service Level Partnership itself nor its inclusion in this Schedule
constitutes a representation, warranty, covenant or guarantee that any or all
of the levels of service set forth therein have been met prior to the Closing
Date or will be met following the Closing Date, and (iii) nothing in this
paragraph shall amend, affect, modify or supercede (A) the nature, quality and
standard of care applicable to the delivery of the Services hereunder as set
forth in Section 4.01 of the Agreement, or (B) the limitation on the liability
of any Limited Brands Indemnified Person as set forth in Section 4.04 of the
Agreement.  The Service Level
Partnership is subject to change based on (i) changes in equivalent levels of
service that affect other Limited Brands Entities generally, and (ii) material
changes in Lerner’s business profile and practices from those existing as of
the Closing Date; provided that Limited Brands shall provide Lerner with
reasonable (and in any case at least 30 days) prior written notice of any
proposed changes to the Service Level Partnership, provide Lerner with an
opportunity to review and comment on such proposed changes as such levels of
service relate to Lerner and reasonably cooperate with Lerner in the
implementation of any changes to the levels of service set forth in the Service
Level Partnership.  Promptly following
the Closing Date, Limited Brands and Lerner shall mutually agree to appropriate
escalation procedures to be followed in the event that there is a consistent
failure to meet the levels of service set forth in the Service Level Partnership
by Limited Brands and such failure does not affect other Limited Brands
Entities generally.  The head of Limited
Brands’ distribution center will respond to any inquiries made by Lerner with
respect to the level of services to be provided hereunder as promptly as
reasonably practicable.


 


1.6                                 Limited
Brands shall prepare and deliver to Lerner managerial reports, budgets,
forecasts and other reports in accordance with past practices, including the
reports set forth on Appendix B to this Schedule III, subject to changes in
such reporting implemented with respect to Limited Brands Entities generally
(in which case Lerner will receive such reports, budgets, forecasts and other
reports on a basis consistent with that applied to Limited Brands Entities
generally).  It is understood and agreed
that Limited Brands will not prepare and deliver to Lerner any LLS Monthly
Briefing or any Quarterly MSA Coverage Report.


 


1.7                                 General
Overhead (Senior Leadership) shall be billed at a rate of $69,103 per month for
the period from the Closing Date until December 31, 2003.  For each successive annual period
thereafter, the monthly rate for such period shall be increased based on annual
increases in the U.S. Department of Commerce’s consumer price index as of
November of the immediately preceding year as calculated in accordance with
Limited Brand’s customary methodology (the “CPI Adjustment”).


 


1.8                                 Lerner
shall continue to provide information connectivity, including, without
limitation, purchase order vendor and factory name and address, purchase order
uploads, vendor production updates, source plan updates and customs clearance
status updates to


 


2

















 


Limited Brands’ freight tracking system and agrees to
cooperate with Limited Brands in efforts to improve such freight tracking
system.


 


1.9                                 Limited
Brands shall keep Lerner informed with respect to material information Limited
Brands receives with respect to all distribution and/or transportation and
delivery matters that could reasonably be expected to impact Lerner’s business,
including, without limitation, dock strikes, fuel surcharges and security
developments and any contingency plans formulated to address any such security,
distribution and or transportation issues which may arise on substantially the
same basis as it does with respect to Limited Brands Entities generally.


 


1.10                           Limited
Brands shall not provide any insurance coverage for any property or cargo loss,
direct or indirect, of Lerner in connection with the Logistics Services.  Limited Brands will file freight claims
against third-party service providers contracted by Limited Brands with respect
to loss or damage of Lerner products and will remit to Lerner the full amount
of its proportionate share of any proceeds recovered from such third-party
providers based on the products and/or cargo losses suffered by Lerner; provided
that in no event shall Limited Brands have any liability with
respect to such claims unless, and then only to the extent that, actual amounts
are recovered with respect to Lerner claims. 
Any LLS cargo insurance costs included in amounts billed to Lerner for
Logistics Services will be credited against future amounts billed to Lerner for
Logistics Services.


 


1.11                           Through
April 30, 2003 (provided that such contract remains in effect through such
date), Lerner shall continue to have the benefit of the DDS contract in
relation to the distribution of supplies to Lerner stores.


 


1.12                           Through
the date which is the six-month anniversary of the Closing Date (provided that
such contract remains in effect through such date), Lerner shall continue to
have the benefit of the master contract for paper and the provision of services
thereunder.


 


Distribution Services


 


2.1                                 Distribution
services shall include receiving, handling, processing, and storing of Lerner
Products.


 


2.2                                 Costs
associated with the distribution services which are specified in the four
immediately following paragraphs shall be billed as set forth in those
paragraphs.  All other distribution
services costs, including without limitation, distribution center management,
labor costs, supplies, overflow storage and processing costs, trailer storage
fees, fixed shipping, overhead costs and human resources support shall be
billed under the Customary Billing method.


 


2.3                                 Building
occupancy costs (representing approximately 1.8 million storage units in the
fall and 2.4 million storage units in the spring), will be billed at a rate of


 


3

















 


$105,439 per month during the remainder of fiscal 2002 and during
fiscal 2003 and increased each year thereafter based on the CPI
Adjustment.  In the event that Lerner
requires additional storage space in excess of 1.8 million storage units in the
fall and 2.4 million units in the spring, Limited Brands will provide overflow
storage in up to 150 storage trailers (representing approximately 1.8 million
units in the fall and 2.4 million units in the spring) billed under the
Customary Billing method.  In the event
that such overflow storage space requirement exceeds 150 storage trailers,
Lerner will be provided with distribution center overflow space, which costs
will be billed according to the Customary Billing method.


 


2.4                                 Other
building related costs will be billed at a rate of $32,000 per month during the
remainder of fiscal 2002 and during fiscal 2003 and increased each year
thereafter based on the CPI Adjustment. 
These costs will be billed at the aforementioned rate irrespective of
actual building space employed in the provision of these services.  Other building related costs include, but
are not limited to, property taxes, campus security, building security, and an
allocated share of the associate cafeteria subsidy.  Other building related costs do not include utilities, which will
be billed using the Customary Billing method, as allocated to Lerner based on
square footage of building space employed in the provision of these services.


 


2.5                                 Equipment
ownership costs will be billed at a rate of $25,000 per month for the term of
the Agreement.  These costs will be
billed at the aforementioned rate irrespective of actual equipment employed in
the provision of these services.


 


2.6                                 Equipment
maintenance costs will be billed at a rate of $34,500 per month during the
remainder of fiscal 2002 and during fiscal 2003 and increased each year
thereafter based on the CPI Adjustment. 
These costs will be billed at the aforementioned rate irrespective of
actual equipment employed in the provision of these services.


 


2.7                                 Lerner shall share in a portion of the fixed
shipping costs.  These costs may
include, without limitation, rent, depreciation, and technology support for
shipping building operations.  The fixed
shipping costs will be billed using the Customary Billing method and shall be
determined pursuant to a usage-based allocation calculated using actual fixed
costs incurred and actual unit volume handled.


 


2.8                                 In the event that
Limited Brands proposes to transfer Lerner’s inventory, distribution and
storage facility to an alternate location, Limited Brands will notify Lerner,
and after such notice, Limited Brands and Lerner will meet to discuss and
mutually agree on whether such transfer shall occur and, if Limited Brands and
Lerner agree that such transfer shall occur, then Limited Brands and Lerner
shall discuss and mutually agree on the timing and implementation of any such
transfer and the remedies to compensate Lerner for any business interruption,
reduced levels of productivity, and any other costs incurred by Lerner as a
result of such building shift.


 


4

















 


2.9                                 Additional
services such as sensor tagging, re-labeling, or other modifications of Lerner
Products may be performed within the distribution center at Lerner’s request
subject to Limited Brands’ agreement that adequate distribution center
resources, including without limitation labor, management, space, and equipment
are available.  Limited Brands will not
withhold such agreement unreasonably. 
Limited Brands will provide estimates and bill Lerner for such
additional services using the Specific Billing method.


 


2.10                           If
termination of the Logistics Services results in excess logistics and related
service labor for Limited Brands, Lerner shall be fully liable for and shall
reimburse Limited Brands for 50% of the total severance/transition related
costs, including without limitation severance payments, outplacement services,
medical benefits, and dental benefits, provided to distribution services
associates of Limited Brands, including processing labor and management
associates employed for the benefit of Lerner. 
These same severance/transition related costs include, without
limitation, payroll taxes paid by Limited Brands in relation to the
aforementioned severance payments.  Such
severance/transition related costs shall include, without limitation, the costs
incurred by Limited Brands in connection with the termination or transition of
the employment of any such distribution services associates during, or
following the termination of, Limited Brands’ provision of services
hereunder.  Lerner’s 50% share of such
severance/transition costs in no event will be more than $0.5 million.


 


2.11                           Limited
Brands shall provide to Lerner logistics services with respect to the
prestaging of floor sets, new store opening and remodeling on substantially the
same basis as it provides such services to Limited Brands Entities generally.


 


2.12                           Limited
Brands shall work with Lerner to investigate labor efficiencies, and shall
cooperate with Lerner to implement mutually agreed upon labor efficiency
programs.


 


2.13                           Limited
Brands shall permit Lerner to specify prepacks and bulk shipping configurations
at the distribution centers.


 


2.14                           Lerner
shall have the ability to direct and control the quality control process at the
distribution centers with respect to Lerner’s merchandise and quality control
assurance personnel at Limited Brands distribution centers will follow
directions received from Lerner’s Director of Quality Control in New York with
respect to Lerner’s merchandise.


 


2.15                           Limited
Brands agrees to hold review meetings not less that once per quarter on a
mutually agreed upon date to discuss distribution costs and services.


 


5

















 


Transportation
and Delivery Services


 


3.1                                 Limited
Brands shall provide the following transportation and delivery Service:
international inbound transportation for merchandise purchased by Lerner under
FOB terms of sale (such services not to include customs services), container
freight station services, domestic inbound transportation, inbound and outbound
transportation administration, outbound domestic transportation to stores and
small parcel services.


 


3.2                                 Upon
request by Lerner, Limited Brands agrees (i) to conduct an analysis of the
distribution costs associated with Limited Brands use of Federal Express for
inter-store shipping versus the employment of regional or other carriers, and
(ii) meet with Lerner to discuss the results of such analysis and consider the
potential implementation of such results.


 


3.3                                 Limited
Brands shall not ship any merchandise or marketing materials by air to Lerner
stores unless such shipment has been authorized in writing by Lerner’s
Executive Vice President Planning.  In
the event that any merchandise is shipped by Limited Brands for Lerner to
stores by air and such shipment has not been authorized, Limited Brands shall
be responsible for all costs and expenses associated with the shipment of such
merchandise, less the estimated cost of transporting such shipment by means of
ground transportation.


 


3.4                                 Limited
Brands shall continue to distribute any marketing materials prepared by Lerner
to the Lerner stores as requested by Lerner on substantially the same basis as
it provides such service to Limited Brands Entities generally.


 


Compliance
Support Services


 


4.1                                 Limited
Brands will provide the following compliance support services to Lerner:


 


•                  US
Customs Compliance


•                  Country
of Origin Compliance


•                  Labor
Standards Compliance


•                  Regulatory
Compliance


 


4.2                                 Compliance
Independent Production Services administration, customs administration and
quality and regulatory affairs administration will be billed using the
Customary Billing method, except as otherwise set forth in this Section
“Compliance Support Services” of Schedule III. 
Customs brokerage services will be billed using the Customary Billing
method.  In addition to base Independent
Production Services administration billed under the Customary Billing method
above, Independent Production Services shall also conduct factory
certifications and recertifications, which shall be billed under the Customary
Billing method.


 


6

















 


4.3                                 Limited
Brands shall use such efforts as it applies with respect to Limited Brands
Entities generally to detect or identify any defects, non-compliance or
degradation of controls, as to products, processes, facilities or otherwise, in
each case, with respect to customs compliance. 
Limited Brands shall promptly report any such defects, non-compliance or
degradation of controls to Lerner.


 


4.4                                 Limited
Brands will make available to Lerner any new compliance audit programs or
guidelines that are distributed to the Limited Brands Entities during the
duration of the compliance support services.


 


4.5                                 Lerner
will have the permanent right to copy and use, for the business of Lerner and
its subsidiaries, any and all of the documents, procedures, manuals, other
materials and methodologies that Limited Brands currently uses in connection
with performing the import logistics and customs/compliance functions on behalf
of Lerner, as well as revisions and new materials and procedures developed and
used on behalf of Lerner during the period of obtaining the Logistics Services.


 


4.6                                 Limited
Brands shall allow persons designated by Lerner reasonable access to observe,
learn and participate in the process in which Limited Brands performs import
logistics and customs and compliance services on behalf of Lerner and its
affiliates.


 


4.7                                 Notwithstanding
anything in this Agreement or the Stock Purchase Agreement, Lerner will own and
have the right to possession of all records, which must be maintained pursuant
to the regulations and requirements of the U.S. Customs Service, relating to
merchandise imported previously and in the future for Lerner or any of its
Subsidiaries by Limited Brands; provided that Limited Brands will have the
right to copies of such records or access to such records upon reasonable prior
notice.


 


Information
Technology


 


5.1                                 Unless
otherwise agreed to in writing by Lerner, Limited Brands will continue to
operate the software and information technology systems used in or related to
the logistic services set forth in this Schedule III at no additional cost to
Lerner (beyond that already included in the LLS Customary Billing method
charges).  These software and
information technology systems include, but are not be limited to, the
following software applications: DCIS, DCRS, Rockport, Manugistics, Catalyst,
Oscar and PPV (or any replacement or additional software applications that
Limited Brands may implement during the term of this Schedule III). Limited
Brands shall provide all necessary LTS services required to support these
software and information technology systems at no additional cost to Lerner
(beyond that already included in the LLS Customary Billing method charges).


 


5.2                                 Limited
Brands shall provide reasonable prior written notice to Lerner in the event
that Limited Brands determines that, during the term of Schedule III, the DCIS system and/or the DCRS system
will be replaced with an alternative package solution


 


7

















 


(for example, the PKMS
system)  to operate and
support the logistics Services for the Limited Brands Entities. Upon receipt of
such notice, Lerner may notify Limited Brands of its desire to implement such
new package solution and Limited Brands and Lerner will then negotiate in good
faith to determine whether it would be mutually beneficial for Lerner to
transition to such new package solution in conjunction with the other Limited
Brand Entities.


 


5.3                                 Subject to the following sentence, upon
the termination of all Logistics Services, Limited Brands will enter into a
quitclaim license in the form attached to Schedule II as Appendix H, pursuant
to which agreement and subject to the terms and conditions set forth therein,
Limited Brands will license to Lerner, any Custom Applications (as defined in
Section 3.3(b) of Schedule II) used in the Logistics Services provided by
Limited Brands to Lerner under this Schedule III during the term of this
Schedule; provided that such
Custom Application is still used in the Logistics Services provided by Limited
Brands to Lerner under this Schedule III as of the date of the termination of
the Logistic Services.  Notwithstanding
the foregoing, Limited Brands will not be obligated to license to Lerner, and
Lerner shall have no right to obtain a license with respect to, any Custom
Application described in the preceding sentence developed after the Closing
Date but prior to the date of the termination of the Logistics Services if (i)
Limited Brands has determined, in its sole discretion, that it does not wish to
license such Custom Application to Lerner and has notified Lerner of such
determination no less than 30 days prior to any implementation of such Custom
Application with respect to the Logistics Services provided by Limited Brands
to Lerner, and (ii) prior to the date of termination of the Logistics Services,
Limited Brands has not allocated any development or on-going maintenance costs
to Lerner with respect to such Custom Application.


 


8

















 


 


Schedule
III

Appendix B


 


Reports Received from the Distribution Center


 


1.                                       Summary
of Seasonable LLS Charges/Credit


 


2.                                       Annual
Summary of LLS Rate and Charge Guidance for Lerner New York


 


3.                                       Annual
Budget by Month/Season Updated Four Times Annually


 


4.                                       Weekly
Summary of Outbound Freight Charges


 


5.                                       Final
P&L Key Statistics – Monthly


 


6.                                       DC
Actual Operating Statement


 


7.                                       DC
Actual Labor Report


 


8.                                       Lerner
Monthly Performance Reporting Package


 


9.                                       Lerner
Productivity – DC Report


 


10.                                 Daily
Quality Issues


 


11.                                 Peak
Shipping Designated Delivery Days by District


 


12.                                 Monthly
Transaction Detail


 


13.                                 Monthly
LLS Freight Details


 


14.                                 LLS
Monthly End In-transit Analysis


 


15.                                 Daily
Air Shipping Report


 


16.                                 Weekly
Operating Summary


 


9

















 


Schedule IV


 


Store Design and Store Construction Services


 


Limited Brands’ obligation to provide or procure, and
Lerner’s obligation to purchase, the Services described in this Schedule shall
terminate on the earlier of (1) when stores scheduled for Fall Season 2002 and
Spring Season 2003, as presented on Appendix A to this Schedule, are
complete or (2) July 31, 2003.  Lerner
may, at its option, upon ten Business Days advance written notice (the “Services
Stop Notice”), require Limited Brands to cease Services for any
property on such Appendix.  Lerner
recognizes that if and when projects are deleted, Lerner will be responsible
for all costs incurred or committed through the first Business Day after the
Services Stop Notice is delivered to Limited Brands.  Lerner may, upon reasonable advance written notice to Limited
Brands, elect to pay such costs directly to the appropriate third party service
providers.  Costs that are not paid
directly by Lerner, and are paid by Limited Brands, will be billed by Limited
Brands to Lerner within one hundred twenty (120) days after delivery of the Services
Stop Notice.


 


Notwithstanding anything contained herein to the
contrary, Lerner is obligated to provide reimbursement to Limited Brands for
all costs and charges incurred on behalf of Lerner in connection with the
Services provided hereunder, provided that such Services are billed
within 12 months following the end of the Season that includes the completion
of such Services.


 


Limited Brands shall provide the following Services to
Lerner:


 


•                  Initial
design of space.


 


•                  Production
of architectural and mechanical drawings of the store design.


 


•                  Administration
of construction of stores to drawing specifications that will be consistent
with designs of Lerner stores constructed within the 12 months prior to the
Closing Date.


 


•                  Purchasing,
shipment, and installation of materials.


 


•                  Project
management, accumulation of capital costs, and payment of contractor and vendor
bills.


 


•                  Prestaging of floorsets, new store opening
and remodeling in accordance with past practices.


 


•                  Assistance,
as necessary, to transition the responsibilities for store design and
construction to Lerner, including the transfer to Lerner of:


 


•                  Store
design plans, including working drawings, elevations and spec sheets done on
behalf of Lerner that are in the possession of Limited Brands or available to
Limited Brands from third


 

















 


parties for Lerner
stores. Lerner shall pay Limited Brands’ out of pocket cost for this process.


 


•                  Limited
Brands’ list of contractors, architects, materials, suppliers, and other
non-Limited Brands resources used in the design and construction of Lerner
stores.


 


•                  To
the extent known or reasonably ascertainable by Limited Brands, detailed lists
of contractor and vendor costs associated with stores on Appendix A
within 90 days following the Closing Date.


 


 


Limited Brands and Lerner agree that the Services
shall not include visual merchandising and prototyping.


 


 


Costs charged for store
design and construction Services, other than capital construction costs, will
be based upon the Specific Billing method (the “Limited Store Design and
Construction – Monthly Operating Allocation by Cost Center” is attached hereto
as Appendix B and sets forth estimated costs for the Services based on
the methodology set forth on such Appendix B).


 


For each construction
project, Limited Brands shall submit the following information and items to
Lerner for Lerner’s review:


 


•                  a detailed construction schedule containing
the major components of the construction project and the estimated time
required for each, including the estimated commencement date or scheduled
commencement date of construction of the construction project, milestone dates
and the estimated date of completion of construction;


 


•                  an itemized statement of the estimated
construction cost, including permits and architectural and engineering fees;


 


•                  the names and addresses of Limited Brands’
contractors (and the contractors’ subcontractors) engaged or to be engaged by
Limited Brands for the construction project (“Limited Brands’ Contractors”);
and


 


•                  certified copies of insurance policies or
certificates of insurance as hereinafter described.


 


Limited Brands will update
such information and items by notice to Lerner of any material changes.


 


As used herein, the term “Plans”
shall mean architectural and engineering plans and specifications covering the
construction project (including, without limitation, architectural, mechanical
and electrical working drawings for the construction project), in


 


2

















 


forms reasonably consistent with the forms
generally used by Limited Brands for its own projects.


 


For each construction project, Limited Brands shall, to the extent
reasonably practical, obtain (or cause any general contractor to obtain):


 


•                  all required building permits;


 


•                  all required insurance coverages as provided herein;
and


 


•                  items required to be submitted to landlord
prior to commencement of construction of the construction project.


 


All material changes to the Plans requested by Limited Brands which
will materially increase costs or adversely affect operations must be approved
by Lerner in advance of the implementation of such changes as part of the
construction project.


 


All work done in or upon the stores by Limited Brands shall be done
according to the standards set forth below, except as the same may be modified
in the Plans approved by or on behalf of Lerner and Limited Brands.


 


•                  The Plans shall be prepared by design
professionals, and Limited Brands will use reasonable efforts to (i) ensure
that the contracts with such design professionals contain a requirement that
the Plans be prepared in compliance with all applicable statutes, ordinances,
regulations, laws, codes and industry standards and (ii) secure for, or
otherwise pass through to, Lerner the benefits of such provisions;


 


•                  When construction has been completed, Limited
Brands shall assist Lerner in obtaining an occupancy permit for the premises;


 


•                  Limited Brands’ Contractors shall be licensed
contractors;


 


•                  Limited Brands shall use only new materials
in the construction projects, except where explicitly shown otherwise in the
Plans.  Limited Brands shall use
reasonable efforts to obtain warranties of at least one (1) year’s duration
from the completion of the construction projects against defects in workmanship
and materials on all work performed and equipment installed in the stores as
part of the construction projects; and


 


•                  Limited Brands shall use reasonable efforts
to have all Limited Brands’ Contractors provide standard insurance for workers
compensation, general liability and property damage and any insurance which may
be required under the applicable lease; all policies (except the workers’
compensation policy) shall be endorsed to include as additional insured parties
Limited


 


3

















 


Brands,
Lerner and such additional persons as Lerner may reasonably designate.


 


•                  Limited Brands shall use reasonable efforts
to have all Limited Brands’ Contractors provide an industry standard indemnity
(the benefits of which Limited Brands shall use reasonable efforts to secure
for, or otherwise pass through to, Lerner in addition to Limited Brands)
against claims, liabilities, losses, damages and expenses arising out of or in
connection with each construction project including, without limitation,
mechanics’ liens or the cost of any repairs to the leased premises necessitated
by the activities of Limited Brands’ Contractors and bodily injury to persons.


 


As used herein, “Cash Allowances” shall mean cash rebate
construction allowances customarily provided by landlords to tenants in
conjunction with the tenant’s agreeing to sign a lease with such landlord.  Except and to the extent a project is in
process as of the Closing, in which case (i) Lerner shall pay capital
construction costs after the Closing in accordance with the contracts and other
agreements in place as of the Closing and (ii) the provisions set forth below
shall not apply, the capital construction costs for the Services described in
this Schedule shall be billed to Lerner on the Specific Billing method under
the following terms and conditions (the “Progress Payment Schedule”):


 


1.              For
construction projects relating to construction contracts signed by Limited
Brands:


 


•                  Twenty-five
percent (25%) of the construction costs (the “Initial Progress Payment”),
net of Cash Allowances, will be paid by Lerner to Limited Brands 30 days prior
to commencement of construction based on the then current estimated project
costs;


 


•                  Forty
percent (40%) of the construction costs based on the then current estimated
project costs (the “Second Progress Payment”), net of Cash
Allowances, and less the Initial Progress Payment, will be paid by Lerner to
Limited Brands within three (3) days prior to commencement of construction;


 


•                  Fifty-five
percent (55%) of the construction costs based on the then current estimated
project costs (the “Third Progress Payment”), net of Cash
Allowances, and less the Second Progress Payment, will be paid by Lerner to
Limited Brands within thirty (30) days after commencement of construction;


 


•                  Seventy
percent (70%) of the construction costs based on the then current estimated
project costs (the “Fourth Progress Payment”), net of Cash
Allowances, and less the Third Progress Payment, will be paid


 


4

















 


by Lerner to Limited
Brands within sixty (60) days after commencement of construction;


 


•                  Ninety
percent (90%) of the construction costs based on the then current estimated
project costs (the “Fifth Progress Payment”), net of Cash
Allowances, and less the Fourth Progress Payment, will be paid by Lerner to
Limited Brands within ninety (90) days after commencement of construction;


 


2.               For
construction projects relating to construction contracts signed by Lerner:


 


•                  Twenty-five
percent (25%) of the construction costs (the “Initial Progress Payment”),
gross of any allowances, will be paid by Lerner to Limited Brands thirty (30)
days prior to commencement of construction based on the then current estimated
project costs;


 


•                  Forty
percent (40%) of the construction costs based on the then current estimated
project costs (the “Second Progress Payment”), gross of any
allowances, and less the Initial Progress Payment, will be paid by Lerner to
Limited Brands within three (3) days prior to commencement of construction;


 


•                  Fifty-five
percent (55%) of the construction costs based on the then current estimated
project costs (the “Third Progress Payment”), gross of any
allowances, and less the Second Progress Payment, will be paid by Lerner to
Limited Brands within thirty (30) days after commencement of construction;


 


•                  Seventy
percent (70%) of the construction costs based on the then current estimated
project costs (the “Fourth Progress Payment”), gross of any
allowances, and less the Third Progress Payment, will be paid by Lerner to
Limited Brands within sixty (60) days after commencement of construction;


 


•                  Ninety
percent (90%) of the construction costs based on the then current estimated
project costs (the “Fifth Progress Payment”), gross of any
allowances, and less the Fourth Progress Payment, will be paid by Lerner to
Limited Brands within ninety (90) days after commencement of construction;


 


Upon completion of each store construction project:


 


•                                          Lerner
shall deliver to Limited Brands an executed Letter of Acceptance, with respect
to such project, provided that Limited Brands has certified to Lerner that
the tenant’s work under the applicable lease has been substantially completed, i.e.,
complete except for minor punchlist


 


5

















 


items, in accordance with
the plans and specifications for such project.


 


•                                          For
all leases where there is a tenant allowance to be paid by the landlord,
Limited Brands will provide all necessary documentation required under the
lease (e.g.,
lien waivers, contractor affidavit, certificate of occupancy, architect
certification, paid bills, etc.) to the landlord, and Limited Brands will
provide copies of all such documentation to Lerner.  With respect to leases signed by Lerner, Lerner agrees to review
allowance documentation requirements with Limited Brands.


 


•                                          With
respect to contracts billed on a net basis, if the landlord has not paid the
Cash Allowance within sixty (60) days after Limited Brands has provided all
documentation to the landlord required to receive such Cash Allowance from the
landlord, Lerner agrees to immediately pay Limited Brands any amounts due to
Limited Brands in connection with such Cash Allowance, and Limited Brands will
assign to Lerner any interest Limited Brands may have in such Cash Allowance.


 


•                                          A
preliminary final billing to correct for any differences between previously
billed estimated costs and costs actually incurred to date, will be billed to
Lerner by Limited Brands three months after construction is complete and will
contain a reasonably detailed breakdown of Limited Brands’ construction
costs.  Such billing by Limited Brands
will be accompanied by a Letter of Acceptance to be executed by Lerner (which
Lerner will not unreasonably withhold) and originals (or copies if the originals
are not available) of final lien waivers from (i) the general contractor(s) and
(ii) subcontractors and suppliers if the amount of such services or supplies
exceeds $25,000, provided Lerner acknowledges that Limited Brands’ business
practice does not include obtaining (and therefore Limited Brands shall not be
required to obtain hereunder) lien waivers with respect to supplies that are
provided by Limited Brands to Lerner as “owner supplied materials” or that are
obtained by contractors from large-scale retail suppliers, such as Home
Depot.  Lerner will not be required to
make final payment until all such documentation required to be delivered
hereunder has been received; provided, however, if Limited Brands
has been unable to obtain such required lien waivers, and either (x) the period
for filing liens has expired or (y) any lien has been fully bonded by Limited
Brands, then Lerner may no longer condition payment on receipt of waivers, and
Limited Brands only shall be required to provide copies of the waivers, if any,
which Limited Brands has actually obtained. 
Limited Brands will use commercially reasonable efforts to provide the
following (provided
that such documents/information shall not be a condition of payment by Lerner
of any amounts hereunder):


 


•                  Contractor
affidavit


•                  Warranties


 


6

















 


•                  Equipment
handbooks


•                  Shop
drawings


•                  Wiring
layouts


 


•                                          Lerner
will be responsible for the payment of all bills for project costs received
following the Closing Date for projects in progress as of the Closing Date.


 


•                                          Lerner
will be responsible for the payment of all bills received prior to the Closing
Date for project costs to the extent that such costs are accrued on the Closing
Statement prepared pursuant to the Stock Purchase Agreement.


 


Lerner understands and acknowledges that:


 


•                                          Construction
contracts entered into on or subsequent to the Closing Date shall be executed
by Lerner, and that Limited Brands shall not be a party thereunder.


 


•                                          Project
costs are estimated using available methods and that such estimates are subject
to inaccuracy and changes in assumptions. 
In connection herewith, Limited Brands will notify the Director of
Construction for Lerner (the “Director of Construction”) if forecasted
project overages are greater than 10% of total project costs.  Then, within five Business Days of such
notification to the Director of Construction, such Director of Construction
shall determine whether and how to proceed with the project and shall
communicate any change of direction to Limited Brands.  Absent such communication to Limited Brands,
Limited Brands may, in its reasonable discretion, move forward with such
project in accordance with the previously approved plans and irrespective of
such forecasted project overages. 
Notwithstanding any use or communication of estimates, Lerner shall be
responsible for all costs actually incurred or committed.


 


•                                          If
there are any projects on which Limited Brands performs work and for which the
work cannot be completed prior to July, 31, 2003, Lerner will be responsible
for all costs incurred or committed to as of such date (excluding costs for
which Limited Brands has already been reimbursed by Lerner).  Additionally, Limited Brands will provide to
Lerner copies of all documents related to the project and such project will be
transferred to Lerner for completion. 
To the extent reasonably available to Limited Brands, Limited Brands
will remain responsible for providing all documentation for collection of a
tenant allowance that is not delivered to Lerner at the time of transfer.


 


7

















 


•                                          The
stores which are the subject of the Services described in this Schedule IV, and
for which Lerner shall have the obligation to pay all the costs and expenses
described herein, are listed on the attached Appendix A.


 


Lerner agrees to communicate in a timely manner with
Limited Brands regarding business plans that may impact the ability of Limited
Brands to perform the Services described in this Schedule.  Limited Brands will notify Lerner weekly of
its anticipated construction schedule. 
Limited Brands will not be required to proceed with the construction of
any specific store for which an officer of Lerner has not provided formal
signoff of plans and specifications.


 


Store Fixtures


 


A list of store fixtures for which Lerner is
obligated, directly or indirectly, under irrevocable purchase commitments is
provided at Appendix C.


 


Such commitments include pre-paid inventories held in
the name of Limited Brands on Lerner’s behalf at certain suppliers, and which
will be utilized and billed to the construction project in the normal course of
construction.  Following the execution
of the Agreement, no blanket orders for store fixtures shall be made without the
prior written approval of Lerner.  Upon
termination of the Services described in this Schedule IV, whether in
accordance with its terms or earlier, Lerner shall be billed for any unused but
prepaid store fixture inventory, and any remaining commitments and title to all
related assets will then be transferred to Lerner.


 


8

















 


Appendix A


 


Scheduled Completed Stores

Fall Season 2002/Spring Season 2003


 


•    See list of stores attached hereto.


 


A - 1

















 


Scheduled
Completed Stores


Fall Season
2002/Spring Season 2003


 


	
  Store

  Number

  	
   

  	
  Store

  Name

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Status

  	
   

  	
  Season

  	
   

  	
  Type

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0600811

  	
   

  	
  TRIANGLE TOWNE

  	
   

  	
  RALEIGH

  	
   

  	
  NC

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  NEW STORE

  	
   

  
	
  0600055

  	
   

  	
  MONDAWMIN

  	
   

  	
  BALTIMORE

  	
   

  	
  MD

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600268

  	
   

  	
  NORTH POINT

  	
   

  	
  ALPHARETTA

  	
   

  	
  GA

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600744

  	
   

  	
  SECURITY SQ

  	
   

  	
  BALTIMORE

  	
   

  	
  MD

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600955

  	
   

  	
  TC AT COBB

  	
   

  	
  KENNESAW

  	
   

  	
  GA

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600323

  	
   

  	
  COLUMBIA

  	
   

  	
  COLUMBIA

  	
   

  	
  MD

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600057

  	
   

  	
  EASTPOINT

  	
   

  	
  BALTIMORE

  	
   

  	
  MD

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600478

  	
   

  	
  TOWSONTOWN

  	
   

  	
  TOWSON

  	
   

  	
  MD

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600769

  	
   

  	
  ANNAPOLIS

  	
   

  	
  ANNAPOLIS

  	
   

  	
  MD

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600362

  	
   

  	
  CUMBERLAND

  	
   

  	
  ATLANTA

  	
   

  	
  GA

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600081

  	
   

  	
  MARLEY STATION

  	
   

  	
  GLEN BURNIE

  	
   

  	
  MD

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600005

  	
   

  	
  PERIMETER

  	
   

  	
  ATLANTA

  	
   

  	
  GA

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600617

  	
   

  	
  WEST COUNTY

  	
   

  	
  SAINT LOUIS

  	
   

  	
  MO

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  NEW STORE

  	
   

  
	
  0600025

  	
   

  	
  WHITE MARSH

  	
   

  	
  BALTIMORE

  	
   

  	
  MD

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600091

  	
   

  	
  ARBOR PLACE

  	
   

  	
  DOUGLASVILLE

  	
   

  	
  GA

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600256

  	
   

  	
  NORTHLAKE

  	
   

  	
  ATLANTA

  	
   

  	
  GA

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600049

  	
   

  	
  HUDSON

  	
   

  	
  JERSEY CITY

  	
   

  	
  NJ

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600888

  	
   

  	
  LANDMARK

  	
   

  	
  ALEXANDRIA

  	
   

  	
  VA

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600938

  	
   

  	
  OWINGS MILLS TWN CTR

  	
   

  	
  OWINGS MILLS

  	
   

  	
  MD

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600746

  	
   

  	
  TYSONS CORNER

  	
   

  	
  MCLEAN

  	
   

  	
  VA

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600070

  	
   

  	
  BERGENLINE AVE

  	
   

  	
  UNION CITY

  	
   

  	
  NJ

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600026

  	
   

  	
  GWINNETT

  	
   

  	
  DULUTH

  	
   

  	
  GA

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600313

  	
   

  	
  MONTGOMERY

  	
   

  	
  BETHESDA

  	
   

  	
  MD

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600564

  	
   

  	
  SOUTHLAKE

  	
   

  	
  MORROW

  	
   

  	
  GA

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600242

  	
   

  	
  SPRINGFIELD

  	
   

  	
  SPRINGFIELD

  	
   

  	
  VA

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600878

  	
   

  	
  ST. CHARLES TC

  	
   

  	
  WALDORF

  	
   

  	
  MD

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600177

  	
   

  	
  WHEATON

  	
   

  	
  WHEATON

  	
   

  	
  MD

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600048

  	
   

  	
  MALL OF GEORGIA

  	
   

  	
  BUFORD

  	
   

  	
  GA

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600338

  	
   

  	
  SOUTH DEKALB

  	
   

  	
  DECATUR

  	
   

  	
  GA

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600662

  	
   

  	
  MALL AT STONE CREST

  	
   

  	
  LITHONIA

  	
   

  	
  GA

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600645

  	
   

  	
  GEORGIA SQ

  	
   

  	
  ATHENS

  	
   

  	
  GA

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RE-SIGN

  	
   

  
	
  0600871

  	
   

  	
  CAROLINA PL

  	
   

  	
  PINEVILLE

  	
   

  	
  NC

  	
   

  	
  OPN

  	
   

  	
  Fall 02

  	
   

  	
  RELO-DOWNSIZE

  	
   

  
	
  0600961

  	
   

  	
  BUCKLAND HILLS

  	
   

  	
  MANCHESTER

  	
   

  	
  CT

  	
   

  	
  CMP

  	
   

  	
  Fall 02

  	
   

  	
  RELO-DOWNSIZE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0600846

  	
   

  	
  MIAMI INT

  	
   

  	
  MIAMI

  	
   

  	
  FL

  	
   

  	
  SCH

  	
   

  	
  Spring 03

  	
   

  	
  RELO-DOWNSIZE

  	
   

  
	
  0600598

  	
   

  	
  OAK PARK

  	
   

  	
  OVERLAND PARK

  	
   

  	
  KS

  	
   

  	
  SCH

  	
   

  	
  Spring 03

  	
   

  	
  REFURBISHMENT

  	
   

  
	
  0600967

  	
   

  	
  SOUTHRIDGE

  	
   

  	
  GREENDALE

  	
   

  	
  WI

  	
   

  	
  SCH

  	
   

  	
  Spring 03

  	
   

  	
  REFURBISHMENT

  	
   

  
	
  0600708

  	
   

  	
  WESTMINSTER

  	
   

  	
  WESTMINSTER

  	
   

  	
  CA

  	
   

  	
  SCH

  	
   

  	
  Spring 03

  	
   

  	
  CARVE-OUT/REFURB

  	
   

  
	
  0600414

  	
   

  	
  MONTCLAIR

  	
   

  	
  MONTCLAIR

  	
   

  	
  CA

  	
   

  	
  SCH

  	
   

  	
  Spring 03

  	
   

  	
  REMODEL-DOWNSIZE

  	
   

  
	
  0600815

  	
   

  	
  BROOKFIELD

  	
   

  	
  BROOKFIELD

  	
   

  	
  WI

  	
   

  	
  SCH

  	
   

  	
  Spring 03

  	
   

  	
  REFURBISHMENT

  	
   

  
	
  0600140

  	
   

  	
  MEMORIAL CITY

  	
   

  	
  HOUSTON

  	
   

  	
  TX

  	
   

  	
  SCH

  	
   

  	
  Spring 03

  	
   

  	
  RELO-DOWNSIZE

  	
   

  
	
  0600640

  	
   

  	
  HAYWOOD

  	
   

  	
  GREENVILLE

  	
   

  	
  SC

  	
   

  	
  SCH

  	
   

  	
  Spring 03

  	
   

  	
  .

  	
   

  
	
  0600480

  	
   

  	
  SOUTHLAND

  	
   

  	
  HAYWARD

  	
   

  	
  CA

  	
   

  	
  SCH

  	
   

  	
  Spring 03

  	
   

  	
  .

  	
   

  



 


1

















 


Appendix B


 


 


Limited Real Estate – Monthly
Operating Allocation by Cost Center


 


•                  See attachment hereto.


 


A - 1

















 


Appendix B


 


Limited Store Design and Construction
Monthly
Operating Allocation by Cost Center


 


	
  Total
  Projection / Budget

  	
   

  	
  Calculation
  based on
October 2002 Projections

  	
   

  	
  Based on Oct Proj

  	
   

  	
  Calculation
  based on
2003 Budget

  	
   

  	
  Total

  	
   

  	
  Total Spring 2003

  	
   

  
	
  per Cost
  Center

  	
   

  	
  December

  	
   

  	
  January

  	
   

  	
  Total 2002

  	
   

  	
  February

  	
   

  	
  March

  	
   

  	
  April

  	
   

  	
  May

  	
   

  	
  June

  	
   

  	
  July

  	
   

  	
  Spring 2003

  	
   

  	
  Less July

  	
   

  
	
  Administration

  	
   

  	
  665,049

  	
   

  	
  1,005,227

  	
   

  	
  1,670,276

  	
   

  	
  373,361

  	
   

  	
  396,686

  	
   

  	
  376,284

  	
   

  	
  376,284

  	
   

  	
  396,686

  	
   

  	
  387,484

  	
   

  	
  2,306,785

  	
   

  	
  1,919,301

  	
   

  
	
  Apparel

  	
   

  	
  227,164

  	
   

  	
  179,905

  	
   

  	
  407,069

  	
   

  	
  211,123

  	
   

  	
  261,009

  	
   

  	
  217,138

  	
   

  	
  217,138

  	
   

  	
  261,009

  	
   

  	
  467,566

  	
   

  	
  1,634,984

  	
   

  	
  1,167,418

  	
   

  
	
  Bath and Body Works

  	
   

  	
  239,694

  	
   

  	
  214,288

  	
   

  	
  453,982

  	
   

  	
  152,344

  	
   

  	
  251,057

  	
   

  	
  164,147

  	
   

  	
  164,147

  	
   

  	
  194,957

  	
   

  	
  275,973

  	
   

  	
  1,202,626

  	
   

  	
  926,652

  	
   

  
	
  Finance

  	
   

  	
  129,480

  	
   

  	
  210,243

  	
   

  	
  339,724

  	
   

  	
  111,951

  	
   

  	
  143,823

  	
   

  	
  116,103

  	
   

  	
  116,103

  	
   

  	
  143,823

  	
   

  	
  165,491

  	
   

  	
  797,294

  	
   

  	
  631,803

  	
   

  
	
  Facilities Planning

  	
   

  	
  46,522

  	
   

  	
  29,461

  	
   

  	
  75,983

  	
   

  	
  90,967

  	
   

  	
  111,040

  	
   

  	
  93,464

  	
   

  	
  93,464

  	
   

  	
  111,040

  	
   

  	
  151,580

  	
   

  	
  651,554

  	
   

  	
  499,974

  	
   

  
	
  Purchasing

  	
   

  	
  138,671

  	
   

  	
  109,360

  	
   

  	
  248,032

  	
   

  	
  110,420

  	
   

  	
  142,657

  	
   

  	
  114,513

  	
   

  	
  114,513

  	
   

  	
  142,657

  	
   

  	
  200,003

  	
   

  	
  824,763

  	
   

  	
  624,760

  	
   

  
	
  Prototype

  	
   

  	
  50,101

  	
   

  	
  40,128

  	
   

  	
  90,230

  	
   

  	
  36,907

  	
   

  	
  47,635

  	
   

  	
  38,247

  	
   

  	
  38,247

  	
   

  	
  47,635

  	
   

  	
  40,695

  	
   

  	
  249,367

  	
   

  	
  208,671

  	
   

  
	
  Strategic Operations

  	
   

  	
  368,416

  	
   

  	
  139,677

  	
   

  	
  508,093

  	
   

  	
  182,094

  	
   

  	
  219,467

  	
   

  	
  186,813

  	
   

  	
  186,813

  	
   

  	
  219,467

  	
   

  	
  305,682

  	
   

  	
  1,300,337

  	
   

  	
  994,656

  	
   

  
	
  Victoria’s Secret Beauty / Aura Science

  	
   

  	
  128,709

  	
   

  	
  104,406

  	
   

  	
  233,115

  	
   

  	
  87,823

  	
   

  	
  93,692

  	
   

  	
  90,062

  	
   

  	
  90,062

  	
   

  	
  93,692

  	
   

  	
  91,742

  	
   

  	
  547,071

  	
   

  	
  455,330

  	
   

  
	
  Victoria’s Secret Stores

  	
   

  	
  276,617

  	
   

  	
  228,060

  	
   

  	
  504,677

  	
   

  	
  279,438

  	
   

  	
  335,259

  	
   

  	
  286,137

  	
   

  	
  286,137

  	
   

  	
  335,259

  	
   

  	
  404,801

  	
   

  	
  1,927,031

  	
   

  	
  1,522,230

  	
   

  
	
  Visual Merchandising

  	
   

  	
  70,789

  	
   

  	
  195,838

  	
   

  	
  266,627

  	
   

  	
  63,713

  	
   

  	
  160,200

  	
   

  	
  245,675

  	
   

  	
  103,475

  	
   

  	
  127,120

  	
   

  	
  140,571

  	
   

  	
  840,754

  	
   

  	
  700,183

  	
   

  
	
  Total Projection / Budget by Month

  	
   

  	
  2,341,213

  	
   

  	
  2,456,593

  	
   

  	
  4,797,806

  	
   

  	
  1,700,140

  	
   

  	
  2,162,525

  	
   

  	
  1,928,584

  	
   

  	
  1,786,384

  	
   

  	
  2,073,345

  	
   

  	
  2,631,588

  	
   

  	
  12,282,567

  	
   

  	
  9,650,979

  	
   

  



 


	
  Identified
  Expenses

  Specific to the Brand -

  Design and Prototype**

  	
   

  	
  December

  	
   

  	
  January

  	
   

  	
  Based on Oct Proj

  Total 2002

  	
   

  	
  February

  	
   

  	
  March

  	
   

  	
  April

  	
   

  	
  May

  	
   

  	
  June

  	
   

  	
  July

  	
   

  	
  Total

  Spring 2003

  	
   

  	
  Total Spring 2003

  Less July

  	
   

  
	
  Lerner

  	
   

  	
  1,417

  	
   

  	
  1,417

  	
   

  	
  2,834

  	
   

  	
  833

  	
   

  	
  833

  	
   

  	
  833

  	
   

  	
  833

  	
   

  	
  833

  	
   

  	
  833

  	
   

  	
  5,000

  	
   

  	
  4,167

  	
   

  
	
  Limited

  	
   

  	
  833

  	
   

  	
  833

  	
   

  	
  1,667

  	
   

  	
  833

  	
   

  	
  833

  	
   

  	
  833

  	
   

  	
  833

  	
   

  	
  833

  	
   

  	
  833

  	
   

  	
  5,000

  	
   

  	
  4,167

  	
   

  
	
  Express

  	
   

  	
  2,629

  	
   

  	
  2,629

  	
   

  	
  5,257

  	
   

  	
  37,733

  	
   

  	
  37,733

  	
   

  	
  37,733

  	
   

  	
  37,733

  	
   

  	
  37,733

  	
   

  	
  37,733

  	
   

  	
  226,400

  	
   

  	
  188,667

  	
   

  
	
  Bath and Body Works

  	
   

  	
  93,391

  	
   

  	
  93,391

  	
   

  	
  186,783

  	
   

  	
  37,733

  	
   

  	
  37,733

  	
   

  	
  37,733

  	
   

  	
  37,733

  	
   

  	
  37,733

  	
   

  	
  37,733

  	
   

  	
  226,400

  	
   

  	
  188,667

  	
   

  
	
  Victoria’s Secret Beauty / Aura Science

  	
   

  	
  71,021

  	
   

  	
  71,021

  	
   

  	
  142,042

  	
   

  	
  68,767

  	
   

  	
  68,767

  	
   

  	
  68,767

  	
   

  	
  68,767

  	
   

  	
  68,767

  	
   

  	
  68,767

  	
   

  	
  412,600

  	
   

  	
  343,833

  	
   

  
	
  Victoria’s Secret Stores

  	
   

  	
  47,500

  	
   

  	
  47,500

  	
   

  	
  95,000

  	
   

  	
  85,800

  	
   

  	
  85,800

  	
   

  	
  85,800

  	
   

  	
  85,800

  	
   

  	
  85,800

  	
   

  	
  85,800

  	
   

  	
  514,800

  	
   

  	
  429,000

  	
   

  
	
  Total Design and Prototype Expense

  	
   

  	
  215,374

  	
   

  	
  215,374

  	
   

  	
  430,749

  	
   

  	
  230,867

  	
   

  	
  230,867

  	
   

  	
  230,867

  	
   

  	
  230,867

  	
   

  	
  230,867

  	
   

  	
  230,867

  	
   

  	
  1,385,200

  	
   

  	
  1,154,333

  	
   

  



 












**Does not include
Design / Prototype expense for Facilities Planning or Visual Merchandising


 


	
  Total
  Operating Expense per Cost Center less Identified Expenses and Facilities
  Planning

  	
   

  	
  December

  	
   

  	
  January

  	
   

  	
  Based on Oct Proj

  Total 2002

  	
   

  	
  February

  	
   

  	
  March

  	
   

  	
  April

  	
   

  	
  May

  	
   

  	
  June

  	
   

  	
  July

  	
   

  	
  Total

  Spring 2003

  	
   

  	
  Total Spring 2003

  Less July

  	
   

  
	
  Administration

  	
   

  	
  665,049

  	
   

  	
  1,005,227

  	
   

  	
  1,670,276

  	
   

  	
  373,361

  	
   

  	
  396,686

  	
   

  	
  376,284

  	
   

  	
  376,284

  	
   

  	
  396,686

  	
   

  	
  387,484

  	
   

  	
  2,306,785

  	
   

  	
  1,919,301

  	
   

  
	
  Apparel

  	
   

  	
  222,286

  	
   

  	
  175,026

  	
   

  	
  397,312

  	
   

  	
  171,723

  	
   

  	
  221,609

  	
   

  	
  177,738

  	
   

  	
  177,738

  	
   

  	
  221,609

  	
   

  	
  428,166

  	
   

  	
  1,398,584

  	
   

  	
  970,418

  	
   

  
	
  Bath and Body Works

  	
   

  	
  146,302

  	
   

  	
  120,897

  	
   

  	
  267,199

  	
   

  	
  114,610

  	
   

  	
  213,324

  	
   

  	
  126,414

  	
   

  	
  126,414

  	
   

  	
  157,224

  	
   

  	
  238,240

  	
   

  	
  976,226

  	
   

  	
  737,986

  	
   

  
	
  Finance

  	
   

  	
  129,480

  	
   

  	
  210,243

  	
   

  	
  339,724

  	
   

  	
  111,951

  	
   

  	
  143,823

  	
   

  	
  116,103

  	
   

  	
  116,103

  	
   

  	
  143,823

  	
   

  	
  165,491

  	
   

  	
  797,294

  	
   

  	
  631,803

  	
   

  
	
  Facilities Planning

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Purchasing

  	
   

  	
  138,671

  	
   

  	
  109,360

  	
   

  	
  248,032

  	
   

  	
  110,420

  	
   

  	
  142,657

  	
   

  	
  114,513

  	
   

  	
  114,513

  	
   

  	
  142,657

  	
   

  	
  200,003

  	
   

  	
  824,763

  	
   

  	
  624,760

  	
   

  
	
  Prototype

  	
   

  	
  50,101

  	
   

  	
  40,128

  	
   

  	
  90,230

  	
   

  	
  36,907

  	
   

  	
  47,635

  	
   

  	
  38,247

  	
   

  	
  38,247

  	
   

  	
  47,635

  	
   

  	
  40,695

  	
   

  	
  249,367

  	
   

  	
  208,671

  	
   

  
	
  Strategic Operations

  	
   

  	
  368,416

  	
   

  	
  139,677

  	
   

  	
  508,093

  	
   

  	
  182,094

  	
   

  	
  219,467

  	
   

  	
  186,813

  	
   

  	
  186,813

  	
   

  	
  219,467

  	
   

  	
  305,682

  	
   

  	
  1,300,337

  	
   

  	
  994,656

  	
   

  
	
  Victoria’s Secret Beauty / Aura Science

  	
   

  	
  57,688

  	
   

  	
  33,385

  	
   

  	
  91,073

  	
   

  	
  19,057

  	
   

  	
  24,925

  	
   

  	
  21,295

  	
   

  	
  21,295

  	
   

  	
  24,925

  	
   

  	
  22,975

  	
   

  	
  134,471

  	
   

  	
  111,496

  	
   

  
	
  Victoria’s Secret Stores

  	
   

  	
  229,117

  	
   

  	
  180,560

  	
   

  	
  409,677

  	
   

  	
  193,638

  	
   

  	
  249,459

  	
   

  	
  200,337

  	
   

  	
  200,337

  	
   

  	
  249,459

  	
   

  	
  319,001

  	
   

  	
  1,412,231

  	
   

  	
  1,093,230

  	
   

  
	
  Visual Merchandising

  	
   

  	
  70,789

  	
   

  	
  195,838

  	
   

  	
  266,627

  	
   

  	
  63,713

  	
   

  	
  160,200

  	
   

  	
  245,675

  	
   

  	
  103,475

  	
   

  	
  127,120

  	
   

  	
  140,571

  	
   

  	
  840,754

  	
   

  	
  700,183

  	
   

  
	
  Total Operating Expenses to be Allocated

  	
   

  	
  2,077,900

  	
   

  	
  2,210,341

  	
   

  	
  4,288,241

  	
   

  	
  1,377,474

  	
   

  	
  1,819,785

  	
   

  	
  1,603,421

  	
   

  	
  1,461,221

  	
   

  	
  1,730,605

  	
   

  	
  2,248,308

  	
   

  	
  10,240,813

  	
   

  	
  7,992,505

  	
   

  



 


Costs are allocated using 75% project
count and 25% open selling sq. ft.


 


	
  Lexus Project Count

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  9

  	
   

  	
  9

  	
   

  	
  9

  	
   

  	
  9

  	
   

  	
  9

  	
   

  	
  9

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Limited Brands Project Count

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  92

  	
   

  	
  92

  	
   

  	
  92

  	
   

  	
  92

  	
   

  	
  92

  	
   

  	
  92

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lexus %

  	
   

  	
  2.0

  	
  %

  	
  2.0

  	
  %

  	
  9.8

  	
  %

  	
  9.8

  	
  %

  	
  9.8

  	
  %

  	
  9.8

  	
  %

  	
  9.8

  	
  %

  	
  9.8

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lexus Open Selling Sq. Footage

  	
   

  	
  3,736

  	
   

  	
  3,736

  	
   

  	
  3,736

  	
   

  	
  3,736

  	
   

  	
  3,736

  	
   

  	
  3,736

  	
   

  	
  3,736

  	
   

  	
  3,736

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Limited Brands Open Selling Sq. Footage

  	
   

  	
  20,191

  	
   

  	
  20,191

  	
   

  	
  20,191

  	
   

  	
  20,191

  	
   

  	
  20,191

  	
   

  	
  20,191

  	
   

  	
  20,191

  	
   

  	
  20,191

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lexus %

  	
   

  	
  18.5

  	
  %

  	
  18.5

  	
  %

  	
  18.5

  	
  %

  	
  18.5

  	
  %

  	
  18.5

  	
  %

  	
  18.5

  	
  %

  	
  18.5

  	
  %

  	
  18.5

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Blended 75% Proj/25% Open Selling SF

  	
   

  	
  6.1

  	
  %

  	
  6.1

  	
  %

  	
  12.0

  	
  %

  	
  12.0

  	
  %

  	
  12.0

  	
  %

  	
  12.0

  	
  %

  	
  12.0

  	
  %

  	
  12.0

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  LSD&C
  Lexus Allocation per Cost Center*

  	
   

  	
  December

  	
   

  	
  January

  	
   

  	
  2002 Allocation

  per Cost Center

  	
   

  	
  February

  	
   

  	
  March

  	
   

  	
  April

  	
   

  	
  May

  	
   

  	
  June

  	
   

  	
  July

  	
   

  	
  2003 Allocation

  per Cost Center

  	
   

  	
  Total Spring 2003

  Less July

  	
   

  	
  Total LSD&C

  Allocation

  Dec ‘02 - June ‘03

  	
   

  
	
  Administration

  	
   

  	
  40,739

  	
   

  	
  61,578

  	
   

  	
  102,317

  	
   

  	
  44,664

  	
   

  	
  47,454

  	
   

  	
  45,014

  	
   

  	
  45,014

  	
   

  	
  47,454

  	
   

  	
  46,354

  	
   

  	
  275,954

  	
   

  	
  229,601

  	
   

  	
   

  	
   

  
	
  Apparel

  	
   

  	
  15,034

  	
   

  	
  12,139

  	
   

  	
  27,172

  	
   

  	
  21,376

  	
   

  	
  27,344

  	
   

  	
  22,096

  	
   

  	
  22,096

  	
   

  	
  27,344

  	
   

  	
  52,054

  	
   

  	
  172,309

  	
   

  	
  120,255

  	
   

  	
   

  	
   

  
	
  Bath and Body Works

  	
   

  	
  8,962

  	
   

  	
  7,406

  	
   

  	
  16,368

  	
   

  	
  13,711

  	
   

  	
  25,519

  	
   

  	
  15,123

  	
   

  	
  15,123

  	
   

  	
  18,808

  	
   

  	
  28,500

  	
   

  	
  116,783

  	
   

  	
  88,283

  	
   

  	
   

  	
   

  
	
  Finance

  	
   

  	
  7,932

  	
   

  	
  12,879

  	
   

  	
  20,811

  	
   

  	
  13,392

  	
   

  	
  17,205

  	
   

  	
  13,889

  	
   

  	
  13,889

  	
   

  	
  17,205

  	
   

  	
  19,797

  	
   

  	
  95,378

  	
   

  	
  75,581

  	
   

  	
   

  	
   

  
	
  Facilities Planning

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
   

  	
   

  
	
  Purchasing

  	
   

  	
  8,495

  	
   

  	
  6,699

  	
   

  	
  15,194

  	
   

  	
  13,209

  	
   

  	
  17,066

  	
   

  	
  13,699

  	
   

  	
  13,699

  	
   

  	
  17,066

  	
   

  	
  23,926

  	
   

  	
  98,664

  	
   

  	
  74,738

  	
   

  	
   

  	
   

  
	
  Prototype

  	
   

  	
  3,069

  	
   

  	
  2,458

  	
   

  	
  5,527

  	
   

  	
  4,415

  	
   

  	
  5,698

  	
   

  	
  4,575

  	
   

  	
  4,575

  	
   

  	
  5,698

  	
   

  	
  4,868

  	
   

  	
  29,831

  	
   

  	
  24,963

  	
   

  	
   

  	
   

  
	
  Strategic Operation

  	
   

  	
  22,568

  	
   

  	
  8,556

  	
   

  	
  31,125

  	
   

  	
  21,783

  	
   

  	
  26,254

  	
   

  	
  22,348

  	
   

  	
  22,348

  	
   

  	
  26,254

  	
   

  	
  36,568

  	
   

  	
  155,556

  	
   

  	
  118,988

  	
   

  	
   

  	
   

  
	
  Victoria’s Secret Beauty / Aura Science

  	
   

  	
  3,534

  	
   

  	
  2,045

  	
   

  	
  5,579

  	
   

  	
  2,280

  	
   

  	
  2,982

  	
   

  	
  2,547

  	
   

  	
  2,547

  	
   

  	
  2,982

  	
   

  	
  2,748

  	
   

  	
  16,086

  	
   

  	
  13,338

  	
   

  	
   

  	
   

  
	
  Victoria’s Secret Stores

  	
   

  	
  14,035

  	
   

  	
  11,061

  	
   

  	
  25,096

  	
   

  	
  23,164

  	
   

  	
  29,842

  	
   

  	
  23,966

  	
   

  	
  23,966

  	
   

  	
  29,842

  	
   

  	
  38,161

  	
   

  	
  168,941

  	
   

  	
  130,780

  	
   

  	
   

  	
   

  
	
  Visual Merchandising

  	
   

  	
  4,336

  	
   

  	
  11,997

  	
   

  	
  16,333

  	
   

  	
  7,622

  	
   

  	
  19,164

  	
   

  	
  29,389

  	
   

  	
  12,378

  	
   

  	
  15,207

  	
   

  	
  16,816

  	
   

  	
  100,577

  	
   

  	
  83,761

  	
   

  	
   

  	
   

  
	
  Total Operating Expenses Allocated to Lexus

  	
   

  	
  128,704

  	
   

  	
  136,817

  	
   

  	
  265,522

  	
   

  	
  165,617

  	
   

  	
  218,529

  	
   

  	
  192,646

  	
   

  	
  175,635

  	
   

  	
  207,861

  	
   

  	
  269,792

  	
   

  	
  1,230,081

  	
   

  	
  960,288

  	
   

  	
  1,225,810

  	
   

  



 












*  Allocated Expenses plus Brand Identified
Expenses


 

















 


Appendix C


 


List of Store Fixtures


 


•                                          None.


 


 


C-1

















 


Schedule V


 


Real Estate
Services


 


Limited Brands’ obligation to provide or procure, and
Lerner’s obligation to purchase, the Services described in this Schedule shall
terminate on the earlier of (1) 180 days after the Closing Date and (2) the
expiration of sixty (60) days advance notice of intent to terminate, in
accordance with Section 5.02 of this Agreement.  In no event will a termination of a given Service under this
Schedule affect any remaining non-cancelled Services hereunder, which shall
continue to be provided for the period set forth herein.  Lerner shall no longer be required to pay
for the terminated Services after the termination date of such Services, other
than for Services utilized prior to the termination date for which Limited
Brands has not received payment.


 


Processing and overhead costs to administer real
estate payables, including the processing of rent, additional rent and utility
payments to landlords or other persons, shall be based upon the Specific
Billing method (the Limited Real Estate – Monthly Operating Allocation by Cost
Center is attached hereto as Appendix A and sets forth estimated costs
for the Services based on the methodology set forth on such Appendix A).  Other costs shall be as set forth herein.


 


Reimbursements for rent and vendor payments will be
processed as provided for herein.


 


Lerner shall communicate timely with Limited Brands
regarding business plans that may impact the ability of Limited Brands to
perform the Services described in this Schedule.


 


Real Estate Services


 


Limited Brands shall provide the following Services to Lerner:


 


1.              Provide Lerner with
the following:


 


•                                          Entire
leasing files, including without limitation all correspondence, drafts, leasing
plans and contact person information for all existing Lerner locations
(including locations where a Lerner lease is under negotiation during the term
of this Agreement).


 


•                                          Limited
Brands’ list of developers, corporate offices, contacts and phone numbers for
all Lerner locations.


 


•                                          Lease
abstraction services to record details of executed leases into Limited Brands’
real estate system.


 

















 


•                                          Upon
request by Lerner, Limited Brands will provide migration assistance for the
Lerner data in the Lease Administration and Lease Payables systems
applications.  Such migration assistance
will include consultation and access to appropriate electronic database
information that will be extracted from the databases associated with the two
systems identified above.  Additionally,
such migration assistance will include contact information and communications
facilitation with the related Lerner outside software providers.  The database extracts from the JD Edwards
payables system will include, to the extent available, all current payment
information and payment history for Lerner stores.


 


•                                          Originals
of all Lerner leases (Limited Brands will retain copies) and copies of all
master leases of Limited Brands to which Lerner is a party.


 


•                                          Names
and contact information of vendors that supply significant services to Lerner
in the real estate area.


 


•                                          Copies
of third party service arrangements relating to occupancy, except to the extent
that any such items are confidential, unless Lerner is a party thereto.


 


•                                          Lease
negotiation services in connection with (i) current leases which are expiring
for which Limited Brands has initiated such negotiation process as of the date
hereof (a list of such leases and the applicable Limited Brands’ personnel
negotiating such leases is set forth on Appendix B attached hereto) or
(ii) Lerner leases expiring on or before January 1, 2004.  In connection with such lease negotiation
services, Limited Brands shall use due diligence and good faith efforts to
negotiate the best commercially reasonable business terms available to Lerner
with the landlords, without consideration of the interests of any other Limited
Brands Entities (and taking into account the relative market conditions, the
landlords involved in such process and Lerner’s business reputation and
financial status), and in furtherance of such goals, Limited Brands’ efforts
shall include, without limitation, (1) using ongoing business relationships
with landlords to attempt to identify various deal opportunities that may exist
for Lerner, (2) using scheduled portfolio review meetings with landlords as an
opportunity to discuss certain Lerner locations, (3) including discussions of
Lerner locations in regular phone calls with landlords regarding availability
of space in shopping centers and report on the nature of those discussions to
designated representatives of Lerner and (4) taking all steps reasonably
requested by Lerner (other than the payment of any amount or the incurrence of
any obligation) to assist Lerner in obtaining the extension of such leases on
terms reasonably acceptable to Lerner; provided, (x) the lease negotiation
services described above shall not include, nor shall Limited Brands or its
agents be deemed to have offered at any time, legal advice or opinions with
respect to any documents or agreements generated in connection with such
negotiations, and Lerner agrees, at Lerner’s election and sole cost and
expense, to provide its own legal counsel and other advisors as to the
suitability of such documents and agreements and the overall lease transaction;
(y) all final decisions whether to accept or reject a


 


2

















 


deal with the landlords shall be made by Lerner and,
except for the failure by Limited Brands to provide the lease negotiation
services in accordance with the standard of care described herein, Limited
Brands shall have no liability to Lerner in connection with the consummation
of, or the failure to consummate, any lease transaction contemplated herein;
and (z) under no circumstances shall Limited Brands be required to execute or
deliver any guaranty or other security with respect to the renewal, extension
or replacement of any such leases or to secure alternate leased space for
Lerner.  In addition, and subject to the
provisions of Appendix C attached hereto, such lease negotiation
services shall include, as applicable, identifying reasonably suitable
alternative sites for leases that are expiring and which will not be renewed.


 


•                                          Meetings,
by conference call (or other media) or, at Lerner’s option, in person at
Limited Brands’ offices, weekly or, at Lerner’s option, less frequently, at
which the applicable Limited Brands’ representatives or employees with
responsibility for negotiating any leases on behalf of Lerner will be made
available and provide a reasonably detailed summary of the status of such
negotiations and such other information reasonably requested by Lerner.  Any decisions with respect to material
business terms in connection with such lease negotiations shall be made by
Lerner.  In addition, representatives of
Lerner shall have the right, at Lerner’s election, to participate in
discussions or negotiations between Limited Brands, on behalf of Lerner, and
any landlords.  Limited Brands shall
provide prior notice to Lerner of any such discussions and negotiations to the
extent reasonably practical.


 


•                                          With
respect to the renewal or extension of a Lerner lease, a list of the leases and
a reasonable summary of the material terms for which either (i) Limited Brands
(or Lerner, as the case may be) has executed and submitted documents to a relevant
landlord or (ii) a relevant landlord has executed and submitted documents to
Limited Brands (or Lerner, as the case may be), but for which an executed
counterpart for such document has not yet been delivered by the other party as
of the date hereof, is set forth on Appendix D attached hereto.


 


Upon request by Lerner, Limited Brands will promptly
provide Lerner with general, non-proprietary, non-confidential mall information
related to malls in which Lerner is currently located and currently in the Limited
Brands real estate system, consisting generally of center profile information,
market distribution information, Project Capital Requests, lease plans and
contacts.  Lerner shall not be entitled
to receive competitors’ or Limited Brands’ proprietary or confidential data.


 


The costs for the foregoing shall be as follows:


 


•                                          Migration
Assistance, and


 


	
  •

  	
   

  	
  Lease Abstract Services:

  	
   

  	
  $50,000.00

  



 


3

















 


Upon request by Lerner, Limited Brands will promptly
provide Lerner with general, non-proprietary, non-confidential information
regarding audits conducted by Limited Brands in the past two (2) years and
consisting generally of industry-wide information (and not specific to any
particular landlord, mall or store), desk-top audits, savings information and
general overviews of claim and settlement information (including information
with respect to general types of claims asserted) not specific to any
particular landlord.


 


2.              Administer
real estate payables, including the processing of rent, additional rent and
utility payments to landlords or other persons, as applicable, under the
following provisions:


 


•                                          All
such disbursements to be made by Limited Brands on behalf of Lerner shall be
preceded by payment to Limited Brands from Lerner of an estimate, as provided
below, of the amounts to be remitted from Limited Brands to the landlords or
other persons, as applicable.  Limited
Brands will advise Lerner at least 10 days prior to the expected date of
payment by Lerner of the amount necessary to cover the disbursement.  All such payments from Lerner to Limited
Brands must be received by Limited Brands in immediately available funds at
least two (2) Business Days prior to the dates on which such payments are due
to the landlords or other persons, as applicable.


 


•                                          Payments
to Limited Brands are to be equal to an estimate of the following month’s rent
for each store, plus or minus an amount equal to the difference in the prior
month’s estimated payments from Lerner to Limited Brands and the prior month’s
actual payments by Limited Brands to the landlords or other persons, as
applicable.  Limited Brands shall,
within 30 days from the determination of actual costs, provide a “true-up” of
previous payments, and Limited Brands will provide a summary schedule that
supports the “true-up” of payments. 
Limited Brands may not take any deductions from lease payments to
Landlords, e.g.,  for
unpaid tenant allowances, unless specifically permitted by Lerner.


 


•                                          Upon
termination of the payment processing Services described under this Section,
Limited Brands shall perform a reconciliation of the payments made hereunder by
Limited Brands, on behalf of Lerner, to landlords and the amounts paid by
Lerner to Limited Brands in estimation of such landlord payments.  Limited Brands or Lerner, as the case may
be, shall pay any amounts determined to be owing to the other party pursuant to
such reconciliation.  Limited Brands also
will provide payment history for each store to the extent that it is available.
It is expressly agreed that Lerner shall be responsible for the payment of all
lease charges; it further being agreed that


 


4

















 


such charges shall be reconciled as part of the final
settlement process described herein.


 


•                                          Limited
Brands agrees that if any settlement or agreement in connection with any audit
of or claim against a landlord has been executed prior to the date hereof with
such landlord, and such agreement provides for an on-going direct benefit to
Lerner in the form of agreed upon pass-through expenses under a lease after the
Closing Date, Limited Brands will not do anything to interfere with such
benefits from and after the Closing Date. 
With respect to settlements or agreements that are agreed to in concept
but have not been executed as of the date hereof by Limited Brands and the
respective landlord, and such agreement would provide for an on-going direct
benefit to Lerner in the form of agreed upon pass-through expenses under a
lease after the Closing Date, Limited Brands agrees that it will not instigate
or solicit any re-negotiation of such understandings with the landlord and
shall use commercially reasonable efforts to enter into a final definitive
agreement with such landlord on such terms agreed to in concept; provided, Limited Brands makes no
representation, warranty or guaranty that such deal will ever be executed or
otherwise become binding on the landlord or that Lerner will ever enjoy the
proposed benefits of such preliminary agreement.  From and after the Closing Date, Limited Brands shall have no
obligation to make, solicit, negotiate or entertain any proposals or obtain any
benefits for Lerner with respect to any claims against the landlords under the
Lerner leases.  It is further understood
and agreed that Limited Brands shall be entitled to all proceeds, awards,
judgments and settlements in respect of any claims for overpayments in respect
of any of the Lerner leases to the extent such overpayments relate to payments
made prior to the Closing Date in respect of periods prior to the Closing
Date.  In no event shall Lerner be
entitled to receive any payment or other consideration received by Limited
Brands prior to the Closing Date, nor shall Lerner be entitled to make any
claims directly to a landlord with respect to amounts paid prior to the Closing
Date.


 


Lerner understands and agrees that:


 


•                                          Lerner
must provide monthly timely sales data by store for any locations for which
Limited Brands requires the data to properly determine rent payments; provided,
however,
Limited Brands shall only use such data for the purpose of determining such
rent payments and not for any other purpose;


 


•                                          From
and after the date of delivery to Lerner of all the lease records and files as
set forth above, any sales audits performed by landlords with respect to Lerner
shall be conducted at Lerner’s offices (or stores, as the case may be); and


 


5

















 


•                                          Upon
termination of the real estate payables Services pursuant to this Schedule,
Lerner must purchase from Limited Brands any and all outstanding utility
deposits held by Limited Brands on behalf of Lerner stores.


 


6

















 


Appendix
A


 


Limited Real Estate – Monthly Operating
Allocation by Cost Center


 


•                                          See
attachment hereto. 


 


 


A - 1

















 


Limited Real Estate


Monthly Operating Allocation by Cost Center


 


	
   

  	
   

  	
  Calculation
  based on

  October 2002 Projections

  	
   

  	
  Based on Oct Proj

  	
   

  	
  Calculation
  based on

  2003 Budget

  	
   

  	
   

  	
   

  
	
  Grand Total Budget

  	
   

  	
  December

  	
   

  	
  January

  	
   

  	
  Total 2002

  	
   

  	
  February

  	
   

  	
  March

  	
   

  	
  April

  	
   

  	
  May

  	
   

  	
  Total 2003

  	
   

  
	
  Business Management

  	
   

  	
  91,392

  	
   

  	
  72,995

  	
   

  	
  164,387

  	
   

  	
  68,450

  	
   

  	
  88,601

  	
   

  	
  71,097

  	
   

  	
  71,097

  	
   

  	
  299,246

  	
   

  
	
  Asset Management (Finance)

  	
   

  	
  131,344

  	
   

  	
  104,796

  	
   

  	
  236,140

  	
   

  	
  93,644

  	
   

  	
  121,484

  	
   

  	
  97,333

  	
   

  	
  97,333

  	
   

  	
  409,795

  	
   

  
	
  Lease Administration

  	
   

  	
  110,049

  	
   

  	
  59,372

  	
   

  	
  169,421

  	
   

  	
  56,388

  	
   

  	
  73,144

  	
   

  	
  58,616

  	
   

  	
  58,616

  	
   

  	
  246,764

  	
   

  
	
  Legal

  	
   

  	
  306,356

  	
   

  	
  147,017

  	
   

  	
  453,373

  	
   

  	
  134,229

  	
   

  	
  170,920

  	
   

  	
  139,063

  	
   

  	
  139,063

  	
   

  	
  583,276

  	
   

  
	
  Deal Makers

  	
   

  	
  623,907

  	
   

  	
  508,957

  	
   

  	
  1,132,865

  	
   

  	
  375,287

  	
   

  	
  416,723

  	
   

  	
  342,378

  	
   

  	
  342,378

  	
   

  	
  1,476,766

  	
   

  
	
  Real Estate Administration

  	
   

  	
  302,553

  	
   

  	
  420,947

  	
   

  	
  723,501

  	
   

  	
  234,801

  	
   

  	
  270,603

  	
   

  	
  239,489

  	
   

  	
  239,489

  	
   

  	
  984,383

  	
   

  
	
  Area Research and Planning

  	
   

  	
  443,581

  	
   

  	
  163,440

  	
   

  	
  607,021

  	
   

  	
  123,938

  	
   

  	
  152,962

  	
   

  	
  127,704

  	
   

  	
  127,704

  	
   

  	
  532,308

  	
   

  
	
  RE Buying and Occupancy Subtotal

  	
   

  	
  2,009,184

  	
   

  	
  1,477,523

  	
   

  	
  3,486,707

  	
   

  	
  1,086,738

  	
   

  	
  1,294,436

  	
   

  	
  1,075,682

  	
   

  	
  1,075,682

  	
   

  	
  4,532,538

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Energy Services

  	
   

  	
  37,010

  	
   

  	
  29,549

  	
   

  	
  66,559

  	
   

  	
  29,310

  	
   

  	
  37,948

  	
   

  	
  30,435

  	
   

  	
  30,435

  	
   

  	
  128,127

  	
   

  
	
  Real Estate Payables

  	
   

  	
  82,302

  	
   

  	
  90,678

  	
   

  	
  172,980

  	
   

  	
  73,925

  	
   

  	
  95,639

  	
   

  	
  76,820

  	
   

  	
  77,686

  	
   

  	
  324,070

  	
   

  
	
  Occupancy Expense Compliance (Audit)

  	
   

  	
  98,374

  	
   

  	
  224,871

  	
   

  	
  323,245

  	
   

  	
  65,336

  	
   

  	
  84,466

  	
   

  	
  67,725

  	
   

  	
  67,725

  	
   

  	
  285,252

  	
   

  
	
  RE Payables Subtotal

  	
   

  	
  217,687

  	
   

  	
  345,097

  	
   

  	
  562,784

  	
   

  	
  168,570

  	
   

  	
  218,053

  	
   

  	
  174,980

  	
   

  	
  175,846

  	
   

  	
  737,449

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Real Estate Development

  	
   

  	
  30,150

  	
   

  	
  23,936

  	
   

  	
  54,086

  	
   

  	
  23,166

  	
   

  	
  30,115

  	
   

  	
  24,092

  	
   

  	
  24,092

  	
   

  	
  101,466

  	
   

  
	
  Aura Science

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Other Subtotal

  	
   

  	
  30,150

  	
   

  	
  23,936

  	
   

  	
  54,086

  	
   

  	
  23,166

  	
   

  	
  30,115

  	
   

  	
  24,092

  	
   

  	
  24,092

  	
   

  	
  101,466

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total RE Projection / Budget by Month

  	
   

  	
  2,257,021

  	
   

  	
  1,846,556

  	
   

  	
  4,103,577

  	
   

  	
  1,278,474

  	
   

  	
  1,542,604

  	
   

  	
  1,274,754

  	
   

  	
  1,275,621

  	
   

  	
  5,371,453

  	
   

  



 


	
  LRE Lexus
  Allocation by Cost Center

  	
   

  	
  Methodology

  	
   

  	
  December

  	
   

  	
  January

  	
   

  	
  2002 Allocation

  per Cost Center

  	
   

  	
  February

  	
   

  	
  March

  	
   

  	
  April

  	
   

  	
  May

  	
   

  	
  2003 Allocation

  per Cost Center

  	
   

  	
  Total RE Allocation

  Dec ‘02 - May ‘03

  	
   

  
	
  Business Management

  	
   

  	
  75% Proj Count/25
  Open Selling SF

  	
   

  	
  5,598

  	
   

  	
  4,471

  	
   

  	
  10,070

  	
   

  	
  8,188

  	
   

  	
  10,599

  	
   

  	
  8,505

  	
   

  	
  8,505

  	
   

  	
  35,798

  	
   

  	
   

  	
   

  
	
  Asset Management (Finance)

  	
   

  	
  75% Proj Count/25
  Open Selling SF

  	
   

  	
  8,046

  	
   

  	
  6,420

  	
   

  	
  14,465

  	
   

  	
  11,202

  	
   

  	
  14,533

  	
   

  	
  11,644

  	
   

  	
  11,644

  	
   

  	
  49,023

  	
   

  	
   

  	
   

  
	
  Lease Administration

  	
   

  	
  75% Proj Count/25
  Open Selling SF

  	
   

  	
  6,741

  	
   

  	
  3,637

  	
   

  	
  10,378

  	
   

  	
  6,746

  	
   

  	
  8,750

  	
   

  	
  7,012

  	
   

  	
  7,012

  	
   

  	
  29,520

  	
   

  	
   

  	
   

  
	
  Legal

  	
   

  	
  75% Proj Count/25
  Open Selling SF

  	
   

  	
  18,767

  	
   

  	
  9,006

  	
   

  	
  27,773

  	
   

  	
  16,057

  	
   

  	
  20,447

  	
   

  	
  16,636

  	
   

  	
  16,636

  	
   

  	
  69,776

  	
   

  	
   

  	
   

  
	
  Deal Makers

  	
   

  	
  75% Proj Count/25
  Open Selling SF

  	
   

  	
  38,219

  	
   

  	
  31,178

  	
   

  	
  69,397

  	
   

  	
  44,895

  	
   

  	
  49,851

  	
   

  	
  40,958

  	
   

  	
  40,958

  	
   

  	
  176,662

  	
   

  	
   

  	
   

  
	
  Real Estate Administration

  	
   

  	
  75% Proj Count/25
  Open Selling SF

  	
   

  	
  18,534

  	
   

  	
  25,786

  	
   

  	
  44,320

  	
   

  	
  28,089

  	
   

  	
  32,371

  	
   

  	
  28,649

  	
   

  	
  28,649

  	
   

  	
  117,759

  	
   

  	
   

  	
   

  
	
  Area Research and Planning

  	
   

  	
  75% Proj Count/25
  Open Selling SF

  	
   

  	
  27,173

  	
   

  	
  10,012

  	
   

  	
  37,185

  	
   

  	
  14,826

  	
   

  	
  18,298

  	
   

  	
  15,277

  	
   

  	
  15,277

  	
   

  	
  63,679

  	
   

  	
   

  	
   

  
	
  RE Buying and Occupancy Subtotal

  	
   

  	
   

  	
   

  	
  123,078

  	
   

  	
  90,510

  	
   

  	
  213,588

  	
   

  	
  130,003

  	
   

  	
  154,850

  	
   

  	
  128,681

  	
   

  	
  128,681

  	
   

  	
  542,215

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Energy Services

  	
   

  	
  25% Proj Count/75
  Open Selling SF

  	
   

  	
  5,321

  	
   

  	
  4,248

  	
   

  	
  9,569

  	
   

  	
  4,784

  	
   

  	
  6,194

  	
   

  	
  4,968

  	
   

  	
  4,968

  	
   

  	
  20,914

  	
   

  	
   

  	
   

  
	
  Real Estate Payables

  	
   

  	
  25% Proj Count/75
  Open Selling SF

  	
   

  	
  11,833

  	
   

  	
  13,037

  	
   

  	
  24,870

  	
   

  	
  12,067

  	
   

  	
  15,611

  	
   

  	
  12,539

  	
   

  	
  12,681

  	
   

  	
  52,898

  	
   

  	
   

  	
   

  
	
  Occupancy Expense Compliance (Audit)

  	
   

  	
  25% Proj Count/75
  Open Selling SF

  	
   

  	
  14,144

  	
   

  	
  32,330

  	
   

  	
  46,474

  	
   

  	
  10,665

  	
   

  	
  13,787

  	
   

  	
  11,055

  	
   

  	
  11,055

  	
   

  	
  46,562

  	
   

  	
   

  	
   

  
	
  RE Payables Subtotal

  	
   

  	
   

  	
   

  	
  31,298

  	
   

  	
  49,616

  	
   

  	
  80,913

  	
   

  	
  27,516

  	
   

  	
  35,593

  	
   

  	
  28,562

  	
   

  	
  28,703

  	
   

  	
  120,374

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total LRE Lexus Allocation by Month

  	
   

  	
   

  	
   

  	
  154,376

  	
   

  	
  140,125

  	
   

  	
  294,501

  	
   

  	
  157,519

  	
   

  	
  190,443

  	
   

  	
  157,243

  	
   

  	
  157,384

  	
   

  	
  662,589

  	
   

  	
  957,090

  	
   

  



 


	
  Lexus Project Count*

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  9

  	
   

  	
  9

  	
   

  	
  9

  	
   

  	
  9

  	
   

  	
   

  	
   

  
	
  Limited Brands Project Count*

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  92

  	
   

  	
  92

  	
   

  	
  92

  	
   

  	
  92

  	
   

  	
   

  	
   

  
	
  Lexus %

  	
   

  	
  2.0

  	
  %

  	
  2.0

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
  9.8

  	
  %

  	
  9.8

  	
  %

  	
  9.8

  	
  %

  	
  9.8

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lexus Open Selling Sq. Footage

  	
   

  	
  3,736

  	
   

  	
  3,736

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3736

  	
   

  	
  3,736

  	
   

  	
  3,736

  	
   

  	
  3,736

  	
   

  	
   

  	
   

  
	
  Limited Brands Open Selling Sq. Footage

  	
   

  	
  20,191

  	
   

  	
  20,191

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20,191

  	
   

  	
  20,191

  	
   

  	
  20,191

  	
   

  	
  20,191

  	
   

  	
   

  	
   

  
	
  Lexus %

  	
   

  	
  18.5

  	
  %

  	
  18.5

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
  18.5

  	
  %

  	
  18.5

  	
  %

  	
  18.5

  	
  %

  	
  18.5

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Blended 75% Project Count/25% Open Selling SF

  	
   

  	
  6.1

  	
  %

  	
  6.1

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
  12.0

  	
  %

  	
  12.0

  	
  %

  	
  12.0

  	
  %

  	
  12.0

  	
  %

  	
   

  	
   

  
	
  Blended 25% Project Count/75% Open Selling SF

  	
   

  	
  14.4

  	
  %

  	
  14.4

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
  16.3

  	
  %

  	
  16.3

  	
  %

  	
  16.3

  	
  %

  	
  16.3

  	
  %

  	
   

  	
   

  



 












*
2002 Project count based on Lerner store openings and Limited Brands total
store openings in Q4


*
2003 Project count based on Lerner store openings and Limited Brands total store
openings in Spring 2003


 

















 


Appendix
B


 


Leases
in Negotiation; List of Personnel


 


I.                                         Leases
in Negotiation


 


•                                          See list of
leases attached hereto.


 


II                                        List
of Personnel


 


•                                          Jamie
Bersani, Senior Vice President


•                                          Dan Rose, VP
National Real Estate Management


•                                          Andy Lane, VP
East


•                                          Mike Elleman,
VP West


•                                          Cheryl Mack


•                                          Lisa Balis


•                                          Chuck Langer


•                                          Ed Kelloff


•                                          Linda Eddy


•                                          Bob Austain


•                                          Jeff Gaul


•                                          Kevin
Schoolcraft


•                                          Marc Klein


 


B-1

















 


Appendix
C


 


Special
Provisions for Certain Lease Locations


 


Notwithstanding anything to the contrary set forth in
this Schedule V, Limited Brands shall use its commercially reasonable best
efforts to attempt to (i) with respect to the Retail Lease for the property
known as Store #373, Carousel, New York, (A) extend the term of such Retail
Lease until January 31, 2004 and (B) secure alternate space in the mall at
Carousel for Lerner for the replacement of the existing space at the expiration
of such Retail Lease; (ii) with respect to the Retail Lease for the property
known as Store #474, Bridgewater Commons, New Jersey, (A) extend the term of
such Retail Lease until July 31, 2003 and (B) secure alternate space in the
mall at Bridgewater Commons for Lerner for the replacement of the existing
space at the expiration of such Retail Lease; (iii) with respect to the Retail
Lease for the property known as Store #119, Lakeside, Louisiana, secure
alternate space in the mall at Lakeside for Lerner; and (iv) with respect to
the Retail Lease for the property known as Store #95, St. Louis Galleria,
Missouri, secure alternate space in the mall at St. Louis Galleria for Lerner; provided,
however,
under no circumstances shall Limited Brands be required to pay any money to any
Person or execute or deliver any guaranty or other security with respect to the
renewal, extension or replacement of any Retail Lease or to secure alternate
leased space.


 


Notwithstanding anything herein to the contrary,
Lerner (i) acknowledges that any alternate space deals secured for Lerner will
likely be for long-term lease arrangements and (ii) agrees that Lerner shall
vacate (A) the property known as Store #474, Bridgewater Commons, New Jersey on
or before July 31, 2003 and (B) the property known as Store #95, St. Louis Galleria,
Missouri upon 30 days’ prior notice from Limited Brands (provided the effective
date for such termination shall not be earlier than March 31, 2003), and Lerner
agrees to execute and deliver an appropriate lease termination agreement to
Limited Brands for the Store #95 Retail Lease. 
Lerner agrees that it has been compensated by Limited Brands in the
amount of $1.5 million by virtue of a reduction to the Purchase Price with
respect to such arrangements.


 


C-1

















 


Appendix
D


 


Leases
Currently in Documentation


 


•                    See list of leases attached
hereto.  


 


D-1

















 


STATUS OF APPROVED DEALS WITH
LEGAL


Attorney Comments as of:                               11/20/02


 


	
  PCR

  	
   

  	
  DIV

  	
   

  	
  CENTER

  	
   

  	
  CITY

  	
   

  	
  STATE

  	
   

  	
  DEVELOPER

  	
   

  	
  PROJ

  DIR

  	
   

  	
  CENTER

  DIR

  	
   

  	
  LGL

  	
   

  	
  SEASON

  	
   

  
	
  42878

  	
   

  	
  LER

  	
   

  	
  STROUD-1008

  	
   

  	
  STROUDSBURG

  	
   

  	
  PA

  	
   

  	
  CBL

  	
   

  	
  CSM

  	
   

  	
  MJK

  	
   

  	
  PCK

  	
   

  	
  S 2001

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  41045

  	
   

  	
  LER

  	
   

  	
  RIVER HILLS-1885

  	
   

  	
  MANKATO

  	
   

  	
  MN

  	
   

  	
  GENERAL GROWTH

  	
   

  	
  CPL

  	
   

  	
  CPL

  	
   

  	
  MAO

  	
   

  	
  F 2001

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43139

  	
   

  	
  LER

  	
   

  	
  VISTA RIDGE-1721

  	
   

  	
  LEWISVILLE

  	
   

  	
  TX

  	
   

  	
  GENERAL GROWTH

  	
   

  	
  RKA

  	
   

  	
  RKA

  	
   

  	
  MAO

  	
   

  	
  F 2001

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43007

  	
   

  	
  LER

  	
   

  	
  VISTA RIDGE-1721

  	
   

  	
  LEWISVILLE

  	
   

  	
  TX

  	
   

  	
  GENERAL GROWTH

  	
   

  	
  RKA

  	
   

  	
  RKA

  	
   

  	
  MAO

  	
   

  	
  S 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  41725

  	
   

  	
  LER

  	
   

  	
  THE PAVILIONS AT

  BUCKLAND HILLS-1778

  	
   

  	
  MANCHESTER

  	
   

  	
  CT

  	
   

  	
  GENERAL GROWTH

  	
   

  	
  DAR

  	
   

  	
  CSM

  	
   

  	
  MAO

  	
   

  	
  F 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  41486

  	
   

  	
  LER

  	
   

  	
  FAYETTE-338

  	
   

  	
  LEXINGTON

  	
   

  	
  KY

  	
   

  	
  CBL

  	
   

  	
  MJK

  	
   

  	
  KBS

  	
   

  	
  PCK

  	
   

  	
  F 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43615

  	
   

  	
  LER

  	
   

  	
  LANDMARK-542

  	
   

  	
  ALEXANDRIA

  	
   

  	
  VA

  	
   

  	
  GENERAL GROWTH

  	
   

  	
  MJK

  	
   

  	
  MJK

  	
   

  	
  MAO

  	
   

  	
  F 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43004

  	
   

  	
  LER

  	
   

  	
  OAK PARK-742

  	
   

  	
  OVERLAND PARK

  	
   

  	
  KS

  	
   

  	
  PARK

  	
   

  	
  CPL

  	
   

  	
  CPL

  	
   

  	
  LP

  	
   

  	
  S 2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43510

  	
   

  	
  LER

  	
   

  	
  TOWER CITY-1810

  	
   

  	
  CLEVELAND

  	
   

  	
  OH

  	
   

  	
  FOREST CITY

  	
   

  	
  CSM

  	
   

  	
  CSM

  	
   

  	
  MFB

  	
   

  	
  F 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44161

  	
   

  	
  LER

  	
   

  	
  CAROLINA EAST-160

  	
   

  	
  GREENVILLE

  	
   

  	
  NC

  	
   

  	
  STEVEN D. BELL AND COMPANY

  	
   

  	
  KBS

  	
   

  	
  KBS

  	
   

  	
  KAW

  	
   

  	
  S 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44147

  	
   

  	
  LER

  	
   

  	
  LOUIS JOLIET-574

  	
   

  	
  JOLIET

  	
   

  	
  IL

  	
   

  	
  URBAN

  	
   

  	
  LJB

  	
   

  	
  LJB

  	
   

  	
  LP

  	
   

  	
  F 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43873

  	
   

  	
  LER

  	
   

  	
  BROOKFIELD SQ-134

  	
   

  	
  BROOKFIELD

  	
   

  	
  WI

  	
   

  	
  CBL

  	
   

  	
  CPL

  	
   

  	
  CPL

  	
   

  	
  PCK

  	
   

  	
  S 2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43231

  	
   

  	
  LER

  	
   

  	
  MONTCLAIR-674

  	
   

  	
  MONTCLAIR

  	
   

  	
  CA

  	
   

  	
  GENERAL GROWTH

  	
   

  	
  LJE

  	
   

  	
  LJE

  	
   

  	
  MAO

  	
   

  	
  S 2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44212

  	
   

  	
  LER

  	
   

  	
  RICHLAND-1493

  	
   

  	
  MANSFIELD

  	
   

  	
  OH

  	
   

  	
  WESTFIELD

  	
   

  	
  CSM

  	
   

  	
  CSM

  	
   

  	
  JHI

  	
   

  	
  F 2002

  	
   

  



 


	
  PCR

  	
   

  	
  DIV

  	
   

  	
  CENTER

  	
   

  	
  TYPE

  	
   

  	
  APPROVED

  	
   

  	
  START

  	
   

  	
  PCR

  TO LGL

  	
   

  	
  SOW

  	
   

  	
  LEGAL
  COMMENTS

  	
   

  
	
  42878

  	
   

  	
  LER

  	
   

  	
  STROUD-1008

  	
   

  	
  Rent Rel

  	
   

  	
  10/31/01

  	
   

  	
   

  	
   

  	
  11/13/01

  	
   

  	
   

  	
   

  	
  9/9 Awaiting LL approval of deal; 10/10 - No change

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  41045

  	
   

  	
  LER

  	
   

  	
  RIVER HILLS-1885

  	
   

  	
  Opt Ren

  	
   

  	
  11/19/01

  	
   

  	
   

  	
   

  	
  12/13/01

  	
   

  	
  2/26/02

  	
   

  	
  9/12 - LL redrafting docs pursuant to new deal; 10/3
  - MAO drafting docs; 10/9 - MAO sent revised docs to LL; 11/7 - Mark Arbus to
  review doc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43139

  	
   

  	
  LER

  	
   

  	
  VISTA RIDGE-1721

  	
   

  	
  Renewal

  	
   

  	
  12/19/01

  	
   

  	
   

  	
   

  	
  1/8/02

  	
   

  	
  9/3/02

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43007

  	
   

  	
  LER

  	
   

  	
  VISTA RIDGE-1721

  	
   

  	
  Renovatn

  	
   

  	
  12/19/01

  	
   

  	
   

  	
   

  	
  1/8/02

  	
   

  	
  9/3/02

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  41725

  	
   

  	
  LER

  	
   

  	
  THE PAVILIONS AT

  BUCKLAND HILLS-1778

  	
   

  	
  Rel/Dwn

  	
   

  	
  2/20/02

  	
   

  	
  8/26/02

  	
   

  	
  2/21/02

  	
   

  	
  8/23/02

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  41486

  	
   

  	
  LER

  	
   

  	
  FAYETTE-338

  	
   

  	
  Renewal

  	
   

  	
  2/28/02

  	
   

  	
   

  	
   

  	
  3/7/02

  	
   

  	
  11/19/02

  	
   

  	
  9/9 Negotiating - open issue: “no-kiosk” clause and
  deviation from standard CBL lease form; 10/22 - Awaiting LL site plan; 10/31
  - Scheduling conference call to resolve open issues; 11/14 setting up conf.
  call

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43615

  	
   

  	
  LER

  	
   

  	
  LANDMARK-542

  	
   

  	
  Renewal

  	
   

  	
  4/4/02

  	
   

  	
   

  	
   

  	
  4/11/02

  	
   

  	
   

  	
   

  	
  Docs. received 7/02; 8/02 comments sent to LL; 10/9 -
  LL reviewing docs, Need help getting revised docs; 11/7 Mark Arbus to check
  on status

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43004

  	
   

  	
  LER

  	
   

  	
  OAK PARK-742

  	
   

  	
  Renovatn

  	
   

  	
  4/30/02

  	
   

  	
  2/3/03

  	
   

  	
  5/10/02

  	
   

  	
   

  	
   

  	
  9/9 Need docs from LL; placing follow up calls; 9/23
  - LL agreed to allow KAW to draft docs; 11/12 comments to LL

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43510

  	
   

  	
  LER

  	
   

  	
  TOWER CITY-1810

  	
   

  	
  RR/Renew

  	
   

  	
  5/14/02

  	
   

  	
   

  	
   

  	
  5/21/02

  	
   

  	
   

  	
   

  	
  9/12 - In abstracting; 9/20 - With RMM for review;
  10/10 - JHI and KAW finalizing docs

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44161

  	
   

  	
  LER

  	
   

  	
  CAROLINA EAST-160

  	
   

  	
  Opt Term

  	
   

  	
  7/15/02

  	
   

  	
   

  	
   

  	
  7/22/02

  	
   

  	
   

  	
   

  	
  9/9 LL reviewing docs forwarded to them 8/15/02; 11/7
  - KAW following up with LL; 11/14 preparing docs for execution

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44147

  	
   

  	
  LER

  	
   

  	
  LOUIS JOLIET-574

  	
   

  	
  Renewal

  	
   

  	
  7/15/02

  	
   

  	
   

  	
   

  	
  7/22/02

  	
   

  	
   

  	
   

  	
  Comments sent to LL 9/3; 10/17 LB resolving deal
  issues

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43873

  	
   

  	
  LER

  	
   

  	
  BROOKFIELD SQ-134

  	
   

  	
  Renovatn

  	
   

  	
  7/15/02

  	
   

  	
  3/3/03

  	
   

  	
  7/22/02

  	
   

  	
   

  	
   

  	
  9/9 awaiting Ll approval of deal; 9/26 - PCK drafting
  lease; 10/3 - Draft sent to LL; 11/14 awaiting LL comments

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43231

  	
   

  	
  LER

  	
   

  	
  MONTCLAIR-674

  	
   

  	
  Rel/Dwn

  	
   

  	
  7/22/02

  	
   

  	
  3/10/03

  	
   

  	
  8/9/02

  	
   

  	
   

  	
   

  	
  9/9 Need docs - requested docs from LL; 10/9 - No LL
  deal approved; 10/31 - Need docs; 11/7 - MAO reviewing lease; 11/14 MAO
  verifying lease action

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44212

  	
   

  	
  LER

  	
   

  	
  RICHLAND-1493

  	
   

  	
  RR/Renew

  	
   

  	
  7/30/02

  	
   

  	
   

  	
   

  	
  8/9/02

  	
   

  	
   

  	
   

  	
  9/9 - LL drafting docs; 10/18 - JHI reviewing docs
  received 10/14; 11/8 - Comments sent to LL

  	
   

  



 


2

















 


	
  PCR

  	
   

  	
  DIV

  	
   

  	
  CENTER

  	
   

  	
  CITY

  	
   

  	
  STATE

  	
   

  	
  DEVELOPER

  	
   

  	
  PROJ

  DIR

  	
   

  	
  CENTER

  DIR

  	
   

  	
  LGL

  	
   

  	
  SEASON

  	
   

  
	
  44237

  	
   

  	
  LER

  	
   

  	
  SOUTHLAKE-1271

  	
   

  	
  MERRILLVILLE

  	
   

  	
  IN

  	
   

  	
  WESTFIELD

  	
   

  	
  LJB

  	
   

  	
  LJB

  	
   

  	
  JHI

  	
   

  	
  F 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43377

  	
   

  	
  LER

  	
   

  	
  HAYWOOD-461

  	
   

  	
  GREENVILLE

  	
   

  	
  SC

  	
   

  	
  SIMON PROPERTY

  GROUP

  	
   

  	
  KBS

  	
   

  	
  KBS

  	
   

  	
  LP

  	
   

  	
  S 2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44056

  	
   

  	
  LER

  	
   

  	
  REGENCY SQUARE-856

  	
   

  	
  RICHMOND

  	
   

  	
  VA

  	
   

  	
  TAUBMAN

  	
   

  	
  MJK

  	
   

  	
  KBS

  	
   

  	
  MAO

  	
   

  	
  S 2004

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44207

  	
   

  	
  LER

  	
   

  	
  CENTRE AT

  SALISBURY-1748

  	
   

  	
  SALISBURY

  	
   

  	
  MD

  	
   

  	
  MACERICH

  	
   

  	
  MJK

  	
   

  	
  MJK

  	
   

  	
  MAO

  	
   

  	
  F 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44229

  	
   

  	
  LER

  	
   

  	
  EASTDALE-291

  	
   

  	
  MONTGOMERY

  	
   

  	
  AL

  	
   

  	
  ARONOV REALTY

  MANAGEMENT, INC.

  	
   

  	
  JG

  	
   

  	
  JG

  	
   

  	
  MAO

  	
   

  	
  F 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43463

  	
   

  	
  LER

  	
   

  	
  RIVER HILLS-1885

  	
   

  	
  MANKATO

  	
   

  	
  MN

  	
   

  	
  GENERAL GROWTH

  	
   

  	
  CPL

  	
   

  	
  CPL

  	
   

  	
  MAO

  	
   

  	
  F 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44135

  	
   

  	
  LER

  	
   

  	
  SAVANNAH-1726

  	
   

  	
  SAVANNAH

  	
   

  	
  GA

  	
   

  	
  TRAMMELL CROW

  FAISON

  	
   

  	
  JG

  	
   

  	
  JG

  	
   

  	
  LRS

  	
   

  	
  F 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44347

  	
   

  	
  LER

  	
   

  	
  KENTUCKY OAKS-511

  	
   

  	
  PADUCAH

  	
   

  	
  KY

  	
   

  	
  CAFARO

  	
   

  	
  MJK

  	
   

  	
  KBS

  	
   

  	
  JHI

  	
   

  	
  F 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44299

  	
   

  	
  LER

  	
   

  	
  PERIMETER-809

  	
   

  	
  ATLANTA

  	
   

  	
  GA

  	
   

  	
  ROUSE

  	
   

  	
  JG

  	
   

  	
  JG

  	
   

  	
  LP

  	
   

  	
  F 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44338

  	
   

  	
  LER

  	
   

  	
  TOWN & COUNTRY-1798

  	
   

  	
  MIAMI

  	
   

  	
  FL

  	
   

  	
  ROUSE

  	
   

  	
  JG

  	
   

  	
  JG

  	
   

  	
  LP

  	
   

  	
  F 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44336

  	
   

  	
  LER

  	
   

  	
  SIERRA VISTA-947

  	
   

  	
  CLOVIS

  	
   

  	
  CA

  	
   

  	
  GENERAL GROWTH

  	
   

  	
  EMK

  	
   

  	
  EMK

  	
   

  	
  MAO

  	
   

  	
  F 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44356

  	
   

  	
  LER

  	
   

  	
  BROADWAY & 181 STREET

  (WASHINGTON

  HEIGHTS)-46605

  	
   

  	
  NEW YORK

  	
   

  	
  NY

  	
   

  	
  UNUSED1

  	
   

  	
  DAR

  	
   

  	
  CSM

  	
   

  	
  KAW

  	
   

  	
  S 2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44341

  	
   

  	
  LER

  	
   

  	
  PEMBROKE LAKES-1736

  	
   

  	
  PEMBROKE

  PINES

  	
   

  	
  FL

  	
   

  	
  GENERAL GROWTH

  	
   

  	
  JG

  	
   

  	
  JG

  	
   

  	
  MAO

  	
   

  	
  F 2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44209

  	
   

  	
  LER

  	
   

  	
  HULEN-482

  	
   

  	
  FORT WORTH

  	
   

  	
  TX

  	
   

  	
  ROUSE

  	
   

  	
  RKA

  	
   

  	
  RKA

  	
   

  	
  LP

  	
   

  	
  F 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44458

  	
   

  	
  LER

  	
   

  	
  OAKS-1415

  	
   

  	
  GAINESVILLE

  	
   

  	
  FL

  	
   

  	
  GENERAL GROWTH

  	
   

  	
  JG

  	
   

  	
  JG

  	
   

  	
  MAO

  	
   

  	
  F 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44438

  	
   

  	
  LER

  	
   

  	
  ALTAMONTE-35

  	
   

  	
  ALTAMONTE

  SPRIN

  	
   

  	
  FL

  	
   

  	
  GENERAL GROWTH

  	
   

  	
  JG

  	
   

  	
  JG

  	
   

  	
  MAO

  	
   

  	
  F 2002

  	
   

  



 


	
  PCR

  	
   

  	
  DIV

  	
   

  	
  CENTER

  	
   

  	
  TYPE

  	
   

  	
  APPROVED

  	
   

  	
  START

  	
   

  	
  PCR

  TO LGL

  	
   

  	
  SOW

  	
   

  	
  LEGAL
  COMMENTS

  	
   

  
	
  44237

  	
   

  	
  LER

  	
   

  	
  SOUTHLAKE-1271

  	
   

  	
  Renewal

  	
   

  	
  7/30/02

  	
   

  	
   

  	
   

  	
  8/9/02

  	
   

  	
   

  	
   

  	
  9/9 - Need confirmation of deal from new owner; 9/20
  - LL contact checking on status of deal; 9/26 - Expecting docs next week;
  10/18 - LL contact checking on status of docs; 11/15 - With RMM for review

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43377

  	
   

  	
  LER

  	
   

  	
  HAYWOOD-461

  	
   

  	
  Ext Down

  	
   

  	
  7/30/02

  	
   

  	
  2/3/03

  	
   

  	
  9/10/02

  	
   

  	
   

  	
   

  	
  9/9 Need docs; global co-tenancy issue; 10/17
  comments to LL; 11/14 reviewing revised lease

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44056

  	
   

  	
  LER

  	
   

  	
  REGENCY SQUARE-856

  	
   

  	
  Renewal

  	
   

  	
  7/30/02

  	
   

  	
   

  	
   

  	
  8/9/02

  	
   

  	
   

  	
   

  	
  Doc. received 8/02; comments sent 9/9; 10/9 - MJK
  working on Promo issue; 11/7 - LL sending revised docs

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44207

  	
   

  	
  LER

  	
   

  	
  CENTRE AT

  SALISBURY-1748

  	
   

  	
  Renewal

  	
   

  	
  7/30/02

  	
   

  	
   

  	
   

  	
  8/9/02

  	
   

  	
   

  	
   

  	
  9/9 No LL deal approved; 10/9 - LL resolving deal
  issues; 10/17 LL processing docs.; 11/7 Andy Lane emailed Macerich verifying
  status

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44229

  	
   

  	
  LER

  	
   

  	
  EASTDALE-291

  	
   

  	
  Renewal

  	
   

  	
  7/30/02

  	
   

  	
   

  	
   

  	
  8/9/02

  	
   

  	
   

  	
   

  	
  9/12 - Need docs; Requested from LL; 10/3 - LL
  drafting amendment; 10/31 - In for signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43463

  	
   

  	
  LER

  	
   

  	
  RIVER HILLS-1885

  	
   

  	
  Renewal

  	
   

  	
  8/13/02

  	
   

  	
   

  	
   

  	
  8/20/02

  	
   

  	
   

  	
   

  	
  9/12 - LL redrafting docs pursuant to new deal; 10/9
  - MAO drafted docs; 11/7 - Mark Arbus to review doc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44135

  	
   

  	
  LER

  	
   

  	
  SAVANNAH-1726

  	
   

  	
  RR/Renew

  	
   

  	
  8/22/02

  	
   

  	
   

  	
   

  	
  8/27/02

  	
   

  	
  9/27/02

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44347

  	
   

  	
  LER

  	
   

  	
  KENTUCKY OAKS-511

  	
   

  	
  Renewal

  	
   

  	
  8/27/02

  	
   

  	
   

  	
   

  	
  9/4/02

  	
   

  	
  11/6/02

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44299

  	
   

  	
  LER

  	
   

  	
  PERIMETER-809

  	
   

  	
  RR/Renew

  	
   

  	
  8/27/02

  	
   

  	
   

  	
   

  	
  9/4/02

  	
   

  	
   

  	
   

  	
  10/14 comments to LL; 10/29 - With RMM for review

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44338

  	
   

  	
  LER

  	
   

  	
  TOWN & COUNTRY-1798

  	
   

  	
  Renewal

  	
   

  	
  8/27/02

  	
   

  	
   

  	
   

  	
  9/4/02

  	
   

  	
   

  	
   

  	
  9/4 called for doc - favored nations language issue;
  10/9 - In abstracting; 10/29 - With RMM for review

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44336

  	
   

  	
  LER

  	
   

  	
  SIERRA VISTA-947

  	
   

  	
  RR/Renew

  	
   

  	
  8/27/02

  	
   

  	
   

  	
   

  	
  9/4/02

  	
   

  	
   

  	
   

  	
  Comments sent to LL 9/11; 9/20 - EMK resolving deal
  issue; 10/31 - LL drafting revised docs; 11/14 EMK resolving deal issue

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44356

  	
   

  	
  LER

  	
   

  	
  BROADWAY & 181 STREET

  (WASHINGTON

  HEIGHTS)-46605

  	
   

  	
  Renovatn

  	
   

  	
  9/26/02

  	
   

  	
   

  	
   

  	
  3/24/03

  	
   

  	
  10/2/02

  	
   

  	
  11/7 - KAW reviewing PCR

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44341

  	
   

  	
  LER

  	
   

  	
  PEMBROKE LAKES-1736

  	
   

  	
  Ext Down

  	
   

  	
  9/26/02

  	
   

  	
   

  	
   

  	
  5/12/03

  	
   

  	
  10/2/02

  	
   

  	
  10/3 - Need docs; 11/7 Mark Arbus to send doc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44209

  	
   

  	
  LER

  	
   

  	
  HULEN-482

  	
   

  	
  Renewal

  	
   

  	
  10/7/02

  	
   

  	
   

  	
   

  	
  10/15/02

  	
   

  	
   

  	
   

  	
  10/15 w/RMM

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44458

  	
   

  	
  LER

  	
   

  	
  OAKS-1415

  	
   

  	
  RR/Renew

  	
   

  	
  10/10/02

  	
   

  	
   

  	
   

  	
  10/18/02

  	
   

  	
   

  	
   

  	
  10/31 - Need docs; 11/7 Mark Arbus to send doc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44438

  	
   

  	
  LER

  	
   

  	
  ALTAMONTE-35

  	
   

  	
  RR/Renew

  	
   

  	
  10/10/02

  	
   

  	
   

  	
   

  	
  11/1/02

  	
   

  	
   

  	
   

  	
  11/7 - Need docs; 11/7 Mark Arbus to send doc.

  	
   

  



 


3

















 


	
  PCR

  	
   

  	
  DIV

  	
   

  	
  CENTER

  	
   

  	
  CITY

  	
   

  	
  STATE

  	
   

  	
  DEVELOPER

  	
   

  	
  PROJ

  DIR

  	
   

  	
  CENTER

  DIR

  	
   

  	
  LGL

  	
   

  	
  SEASON

  	
   

  
	
  44474

  	
   

  	
  LER

  	
   

  	
  UNIONTOWN-1098

  	
   

  	
  UNIONTOWN

  	
   

  	
  PA

  	
   

  	
  CROWN

  	
   

  	
  MJK

  	
   

  	
  MJK

  	
   

  	
  JHI

  	
   

  	
  S 2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44333

  	
   

  	
   

  	
   

  	
  LER
  SOUTHLAND-1394

  	
   

  	
  HAYWARD

  	
   

  	
  CA

  	
   

  	
  GENERAL GROWTH

  	
   

  	
  EMK

  	
   

  	
  EMK

  	
   

  	
  MAO

  	
   

  	
  S 2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44530

  	
   

  	
  LER

  	
   

  	
  VALDOSTA-1107

  	
   

  	
  VALDOSTA

  	
   

  	
  GA

  	
   

  	
  COLONIAL

  	
   

  	
  JG

  	
   

  	
  JG

  	
   

  	
  LRS

  	
   

  	
  F 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44451

  	
   

  	
  LER

  	
   

  	
  CAROUSEL-1852

  	
   

  	
  SYRACUSE

  	
   

  	
  NY

  	
   

  	
  PYRAMID

  	
   

  	
  DAR

  	
   

  	
  MJK

  	
   

  	
  PCK

  	
   

  	
  F 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44563

  	
   

  	
  LER

  	
   

  	
  NORTHLAND CENTER-1369

  	
   

  	
  SOUTHFIELD

  	
   

  	
  MI

  	
   

  	
  GP-NORTHLAND CENTER, LLC

  	
   

  	
  LJB

  	
   

  	
  LJB

  	
   

  	
  JHI

  	
   

  	
  F 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44103

  	
   

  	
  LER

  	
   

  	
  GREENWOOD
  PARK-438

  	
   

  	
  GREENWOOD

  	
   

  	
  IN

  	
   

  	
  SIMON PROPERTY GROUP

  	
   

  	
  LJB

  	
   

  	
  LJB

  	
   

  	
  LP

  	
   

  	
  F 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL DEALS

  	
  36

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
																					



 


	
  PCR

  	
   

  	
  DIV

  	
   

  	
  CENTER

  	
   

  	
  TYPE

  	
   

  	
  APPROVED

  	
   

  	
  START

  	
   

  	
  PCR

  TO LGL

  	
   

  	
  SOW

  	
   

  	
  LEGAL
  COMMENTS

  	
   

  
	
  44474

  	
   

  	
  LER

  	
   

  	
  UNIONTOWN-1098

  	
   

  	
  RR/Renew

  	
   

  	
  10/15/02

  	
   

  	
   

  	
   

  	
  10/18/02

  	
   

  	
   

  	
   

  	
  10/18 - Need docs; 11/15 - With RMM for review

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44333

  	
   

  	
  LER

  	
   

  	
  SOUTHLAND-1394

  	
   

  	
  Ext Down

  	
   

  	
  10/31/02

  	
   

  	
   

  	
   

  	
  11/1/02

  	
   

  	
   

  	
   

  	
  11/7 - Need docs

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44530

  	
   

  	
  LER

  	
   

  	
  VALDOSTA-1107

  	
   

  	
  Renewal

  	
   

  	
  11/8/02

  	
   

  	
   

  	
   

  	
  11/19/02

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44451

  	
   

  	
  LER

  	
   

  	
  CAROUSEL-1852

  	
   

  	
  Renewal

  	
   

  	
  11/8/02

  	
   

  	
   

  	
   

  	
  11/19/02

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44563

  	
   

  	
  LER

  	
   

  	
  NORTHLAND CENTER-1369

  	
   

  	
  RR/Renew

  	
   

  	
  11/13/02

  	
   

  	
   

  	
   

  	
  11/19/02

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44103

  	
   

  	
  LER

  	
   

  	
  GREENWOOD PARK-438

  	
   

  	
  Renewal

  	
   

  	
  11/13/02

  	
   

  	
   

  	
   

  	
  11/19/02

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL DEALS

  	
  36

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
																			



 


4

















 


Schedule VI


 


Tax
Services


 


Limited Brands’ obligation to provide or procure, and
Lerner’s obligation to purchase, the income tax support Services described in
this Schedule shall terminate no later than the extended filing date for the
income tax returns of Lerner for the fiscal year ending February 1, 2003.


 


Limited Brands’ obligation to provide or procure, and
Lerner’s obligation to purchase, the sales and use tax support Services
described in this Schedule shall terminate no later than March 31, 2003.


 


Costs will be charged using the Percent of Sales
Billing method and will be applied only to the costs associated with those
functional areas that support Federal and State and Local tax processing.


 


Services in support of income tax filings provided in
this Schedule are intended to relate to the short period beginning on the
Closing Date and ending on February 1, 2003.


 


Nothing contained in this Schedule or the Agreement
shall be deemed to supersede the agreements among the parties with respect to
Taxes contained in the Stock Purchase Agreement.


 


Tax
Services


 


Limited Brands shall:


 


•                                          Provide
assistance and coordinate with Lerner’s internal and/or external tax
accountants and professionals as is reasonably necessary for the preparation
and filing of the following income tax returns of Lerner:


 


•                                          Federal
consolidated income tax returns for the tax periods ending on or before
February 1, 2003.


 


•                                          Combined
and separate state and local income or franchise tax returns and annual reports
for tax periods ending on or before February 1, 2003.


 


•                                          Assist
Lerner in the computation of quarterly tax payments and shall provide notice of
scheduled due dates for the above income tax returns of Lerner.


 


•                                          In
consultation with Lerner’s internal and/or external tax accountants and
professionals, assist in the preparation of filing all sales and use tax
returns for Lerner until March 31, 2003 


 


•                                          Assist
Lerner to the extent reasonably necessary in the transition of tax
responsibility from Limited Brands to Lerner by:


 


•                                          Providing
access to tax personnel of Limited Brands to assist with issues related to the
transition of the tax work from Limited Brands to Lerner; and


 

















 


•                                          To
the extent reasonably necessary, assisting with responding to revenue agent
inquiries for post closing date periods.


 


•                                          With
respect to data requests and/or support Services, 30 days advance notice shall
be provided to Limited Brands.


 

















 


Schedule VII


 


Treasury
and Cash Management
Services


 


Limited Brands’ obligation to provide or procure, and
Lerner’s obligation to purchase, the Services described in this Schedule shall
terminate on the earlier of (1) the date when Lerner’s cash management system
is operational and (2) six months after the Closing Date.  The costs for the Services on this Schedule
will be $5,000 per month (or fraction thereof), which is based on estimated
personnel costs that will be incurred in connection with providing services to
Lerner, and will be billed under this Specific Billing method.  In addition to the costs described in the
preceding sentence, Lerner will also be charged for (i) out-of-pocket expenses,
including but not limited to travel and wire transfer fees, under the
Pass-Through Billing method, and (ii) with respect to Cash Transfer Matters and
Collection Matters, fees, costs and expenses under the Customary Billing Method
or the Pass-Through Billing Method, as appropriate.


 


Limited Brands shall:


 


•                                          Allow
a designated employee of Lerner reasonable access to observe, learn and
participate in the daily cash positioning, wire transfer initiation, and
accounting matters associated with Lerner cash transactions.


 


•                                          For
cash concentration, disbursement and wire transfer structure (“Cash Transfer
Matters”), (i) assist in developing a cash concentration, disbursement and wire
transfer structure for Lerner, and (ii) subject to the receipt of any required
consents and provided that the applicable contracts remain in effect through
the date on which such services are terminated, provide Lerner the benefit of
Limited Brands’ existing Cash Transfer Matters, which may be modified by mutual
agreement of Limited Brands and Lerner and, where required, any third party.


 


•                                          Assist
Lerner in gaining access to necessary banking services and vendors.


 


•                                          Disclose
to Lerner the fee structure of the banking services currently used by Limited
Bonds on Lerner’s behalf.


 


•                                          For
credit cards, treasury, cash management or cash collection mechanisms
(“Collection Matters”), (i) provide Lerner with the assistance and
documentation reasonably necessary to enter into similar contracts in its own
name, (ii) subject to the receipt of any required consents and provided that
such contracts


 

















 


remain in effect through
the date on which such services are terminated, provide Lerner the benefits of
all existing contracts for Collection Matters, and (iii) subject to the receipt
of any required consents and provided that such contracts remain in effect
through the date on which such services are terminated, permit Lerner to
continue to process Lerner’s credit card receivables through JPMorgan Chase
Bank and Chase Merchant Services L.L.C. and any other receivables related to
cash management or cash collection through service providers with which Limited
Brands has a contract.


 


•                                          Allow
any current Letters of Credit to remain outstanding until their natural
maturity date.  Monitoring of such
Letters of Credit in the customary fashion will continue until the natural
maturity date of the last pre-Closing Letter of Credit. Any new orders made
after the Closing Date will be secured by Letters of Credit issued under
Lerner’s credit facility.  Limited
Brands will assist Lerner to develop a Letter of Credit monitoring system.  Limited Brands and Lerner acknowledge and
agree that nothing in this paragraph shall modify or amend the rights and
obligations of Limited Brands and Buyer under Section 6.05 of the Stock
Purchase Agreement.


 


Limited Brands shall not provide any other financial
services to, or on behalf of, Lerner, including, but not limited to, hedging of
foreign currency on behalf of Lerner or any other Person.


 


2

















 


SCHEDULE
VIII


 


LIMITED TRAVEL LOGISTICS SUPPORT SERVICES


 


1.1                                 Limited
Brands’ obligation to provide or procure, and Lerner’s obligation to purchase,
the Services described in this Schedule shall terminate on February 1, 2003,
except as may be specifically provided for herein.


 


1.2                             The
operating and overhead costs for services set forth in this Schedule shall be
billed on the Customary Billing Method, and will be based on the regular per
ticket transaction fee charged to all other businesses of Limited Brands ($30
per transaction) times the transactions ticketed for Lerner Associates (or for
others traveling on behalf of Lerner) during the period from the Closing Date
to February 1, 2003, including transactions occurring on or prior to the
Closing Date.


 


Ticketing and Support Services


 


2.1                               Services
to be performed through February 1, 2003 are limited to the following:


 


•                                          Ticketing
of domestic U.S. reservations for business travel for itineraries with travel
initiating prior to February 15, 2003.


 


•                                          Ticketing
of international reservations for business travel for itineraries with travel
initiating prior to May 3, 2003.


 


•                                          Ticketing
of group meetings reservations (groups of 10 or more) for business travel for
itineraries with travel initiating prior to May 3, 2003.


 


Notwithstanding anything
herein to the contrary, for all tickets issued by Limited Travel Logistics on
or prior to February 1, 2003, Limited Travel Logistics will provide:


 


(1)                                  Support
through the completion of travel for all reservations ticketed through Limited
Travel Logistics, consistent with the types of support provided to the other
businesses of Limited Brands; and,


 


(2)                                  Research
of ticket billing and credit issues identified prior to May 30, 2003, for
reservations ticketed through Limited Travel Logistics.


 


2.2                               For
Lerner Associates traveling internationally on tickets issued by Limited Brands
Travel Logistics Services, International Traveler Emergency Medical Support
(MEDPASS) will be made available to those Associates for the duration of their
trip.  If used, any and all charges
billed by MEDPASS for such services will be billed to Lerner on the
Pass-Through Billing Method.  Limited
Brands makes no representations with respect to the adequacy or performance of
such MEDPASS services for the Lerner Associates using such services.


 

















 


Notwithstanding anything
herein to the contrary, Limited Brands shall not provide and shall not be
responsible for providing Traveler Travel Accident Insurance for Lerner
Associates.


 


Columbus
– New York Shuttle


 


3.1                               Services
of the Limited Brands’ Columbus – New York Shuttle will not be available to
Associates of Lerner subsequent to the Closing Date;  provided that, for as long as Schedule III is in
effect, Richard P. Crystal, President and Chief Executive Officer of Lerner,
will be personally entitled to a seat on the shuttle to attend status meetings
to be held with Lexlie H. Wexner, Chief Executive Officer of Limited Brands,
for an aggregate of 6 roundtrip flights per annum.  Any reservations of Associates of Lerner that are scheduled on
such Columbus – New York Shuttle subsequent to the Closing Date will be
rescheduled onto commercial carriers and all related charges shall be the sole
responsibility of Lerner.


 

















 


SCHEDULE IX


 


LONDON BUYING OFFICE SUPPORT SERVICES


 


Limited Brands’ obligation to provide or procure, and
Lerner’s obligation to purchase, the Services described in this Schedule, shall
terminate on May 27, 2003, unless earlier terminated in accordance with Section
5.02 of the Agreement.  Except as set
forth below, the operating and overhead costs for Services set forth in this
Schedule shall be billed on the Customary Billing method based on an allocation
of costs equal to the ratio of Lerner visitor days to the London Buying Office
to the sum of total visitor days at the London Buying Office utilized by all
businesses of Limited Brands and Lerner visitor days.


 


London Buying Office


 


Services to be performed:


 


•                                          Support
for Lerner buyers while such buyers are on goods and samples buying trips to
Europe. 


 


•                                          Research
and provide information to Lerner as to which designers are delivering goods
early each season, and prepare information reports for Lerner buyers prior to
their buying trips to Europe.  Such
information reports shall include general photographs of people “in the
streets”; specific photographs, as reasonably requested by Lerner; and, product
tear sheets.


 


•                                          Maintain
close communications with the Lerner Design Department and buy samples on
behalf of Lerner in between buying trips to Europe.  Any samples purchased on behalf of Lerner shall be billed on the
Pass-Through Billing method.


 


•                                          Communicate
with the Lerner Design Department on the latest European fashion trends. •      Assist with locating
production, technology and sourcing talent in Europe.


 


•                                          Assist
with sourcing production, including print and knit design within Europe.