Exhibit 4.1

     

    AMENDMENT
AND RESTATEMENT AGREEMENT dated as of March 8, 2010, among  LIMITED
BRANDS, INC., a Delaware corporation (the “Borrower”), the
LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., (a) in its capacity as
Administrative Agent (in such capacity, the “Administrative
Agent”) under the Amended and Restated Five-Year Revolving Credit
Agreement dated as of February 19, 2009 (the “Existing Revolving Credit
Agreement”), among the Borrower, the lenders party thereto, and the
Administrative Agent and (b) as Collateral Agent under the Loan Documents (in
such capacity, the “Collateral
Agent”).

     

    WHEREAS
the Borrower has requested, and the undersigned Lenders have agreed, upon the
terms and subject to the conditions set forth herein, that the Existing
Revolving Credit Agreement be amended and restated as provided
herein.

     

    NOW,
THEREFORE, the Borrower, the undersigned Lenders, the Administrative Agent and
the Collateral Agent hereby agree as follows:

     

    SECTION
1. Defined
Terms.  (a)  Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Restated Revolving
Credit Agreement referred to below.

     

    (b) As used
in this Agreement, the following terms have the meanings specified
below:

     

    “Existing” when used
in reference to any defined term for a Person or thing, refers to such Person or
thing under the Existing Revolving Credit Agreement (e.g., “Existing”
Lender refers to a Lender under, and as defined in, the Existing Credit
Agreement).

     

    “New Class A Lender”
means any financial institution (a) that is not an Existing Lender but that is
to become a Class A Lender on the Restatement Effective Date with the consent of
each of the Borrower, the Administrative Agent and the Issuing Banks or (b) any
Existing Lender that is to become a Class A Lender on the Restatement Effective
Date and whose Class A Commitment is to exceed its Existing Commitment with the
consent of such Existing Lender, the Borrower and the Administrative
Agent.

     

    “Restatement Effective
Date” means the date that the conditions set forth or referred to in
Section 6 hereof shall be satisfied or waived.

     

    “Restatement Lenders”
means (a) the “Required Lenders” under (and as defined in) the Existing
Revolving Credit Agreement and (b) any New Class A Lender.

     

    “Term Loan Credit
Agreement” has the meaning set forth in the Existing Credit
Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    “Term Loans” has the
meaning set forth in the Existing Credit Agreement.

     

    SECTION
2. Restatement Effective
Date.  The transactions provided for in Sections 3 and 4 hereof
shall be consummated at a closing to be held at the offices of Cravath,
Swaine & Moore LLP.

     

    SECTION
3. Amendment and Restatement of
the Existing Revolving Credit Agreements; Loans and Letters of
Credit.

     

    (a) Effective
on the Restatement Effective Date, the Existing Revolving Credit Agreement is
hereby amended and restated to read in its entirety as set forth in
Exhibit A hereto (the “Restated Revolving Credit
Agreement”).  From and after the effectiveness of such
amendment and restatement, the terms “Agreement”, “this Agreement”, “herein”,
“hereinafter”, “hereto”, “hereof” and words of similar import, as used in the
Restated Revolving Credit Agreement, shall, unless the context otherwise
requires, refer to such Restated Revolving Credit Agreement.

     

    (b) Subject
to Section 4 below, all Existing Letters of Credit and Existing Revolving Loans
outstanding under, and Existing Commitments in effect under, the Existing
Revolving Credit Agreement on the Restatement Effective Date shall continue to
be outstanding and in effect under the Restated Revolving Credit Agreement and,
on and after the Restatement Effective Date, the terms of the Restated Revolving
Credit Agreement will govern the rights and obligations of the Borrower, the
Revolving Lenders, the Issuing Banks, the Collateral Agent and the
Administrative Agent with respect thereto.

     

    (c) Effective
on the Restatement Effective Date, each Existing Lender and New Class A Lender
shall be deemed to be a party to the Restated Revolving Credit Agreement,
together with the Borrower, the Administrative Agent, the Collateral Agent and
the Issuing Banks, and the Restated Revolving Credit Agreement shall govern the
rights and obligations of the parties thereto with respect to the Commitments
and the Revolving Credit Exposure; provided that the
foregoing shall not be construed to discharge or release the Borrower from any
obligations owed to any Existing Lender or Issuing Bank under the Existing
Revolving Credit Agreement, which shall remain owing under the Restated
Revolving Credit Agreement.

     

    (d) From and
after the Restatement Effective Date, all references in the Restated Revolving
Credit Agreement to “the date hereof”, “the date of this Agreement” or other
words or phrases of similar import shall be deemed references to the date of
this Agreement.

     

    SECTION
4. Classification of
Commitments and Revolving Credit Exposure; Certain Commitment Reductions;
Etc.  (a)  Effective upon the Restatement Effective
Date (i) each Existing Lender and New Class A Lender that, on or prior to
12 p.m. (New York City time) on March 3, 2010, has executed and delivered
to the Administrative Agent (or its counsel) a counterpart of this Agreement (or
evidence

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    thereof
as contemplated by Section 6(a) below) shall be a Class A Lender under the
Restated Revolving Credit Agreement, and, in the case of each such Existing
Lender, its Existing Commitment and Existing Revolving Loans shall be a Class A
Commitment and Class A Revolving Loans thereunder, respectively, (ii) each
other Existing Lender shall be a Class B Lender under the Restated Revolving
Credit Agreement, and its Existing Commitment and Existing Revolving Loans shall
be a Class B Commitment and Class B Revolving Loans thereunder, respectively,
(iii) each New Class A Lender shall be a Class A Lender thereunder
with a Class A Commitment not exceeding the amount specified in its commitment
advice to the Administrative Agent, (iv) each Class B Lender shall be released
from its participations or obligations to acquire participations in all Letters
of Credit and (v) each Class A Lender shall have a participation or
obligation to acquire a participation in each Letter of Credit equal to its
Applicable Class A Percentage thereof.

     

    (b) Immediately
after giving effect to the amendment and restatement of the Existing Revolving
Credit Agreement on the Restatement Effective Date, if the aggregate amount of
Class A Commitments exceeds $800,000,000, then the Class A Commitments shall be
reduced by the amount of such excess.  Any such reduction shall be
allocated pro rata among the Class A Lenders except as otherwise determined by
the Administrative Agent based on indications from Class A Lenders that do not
wish to have their Class A Commitments reduced and to give effect to any New
Class A Lenders.

     

    (c) The
Administrative Agent is hereby authorized to prepare Schedule 2.01 to the
Restated Revolving Credit Agreement, reflecting the Class A Commitments and
Class B Commitments as of the Restatement Effective Date after giving effect to
any reduction of Class A Commitments pursuant to paragraph (b)
above.  Promptly after the Restatement Effective Date, the
Administrative Agent shall make available to the Borrower and the Lenders copies
of Schedule 2.01 thereto so prepared by it, and the amounts reflected
therein shall be conclusive absent demonstrable error.

     

    SECTION
5. Representations and
Warranties.  The Borrower represents and warrants
that:

     

    (a) As of the
Restatement Effective Date, the representations and warranties set forth in the
Restated Revolving Credit Agreement and the Collateral Agreement are true and
correct with the same effect as if made on the Restatement Effective Date,
except to the extent such representations and warranties expressly relate to an
earlier date (in which case such representations and warranties are true and
correct as of such earlier date).

     

    (b) As of the
Restatement Effective Date, no Default under the Restated Revolving Credit
Agreement has occurred and is continuing.

     

    SECTION
6. Conditions.  The
consummation of the transactions set forth in Sections 3 and 4 of this Agreement
shall be subject to the satisfaction of the following conditions
precedent:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    (a) The
Administrative Agent (or its counsel) shall have received from each of the
Borrower and the Restatement Lenders either (i) a counterpart of this
Agreement signed on behalf of such party or (ii) written evidence
satisfactory to the Administrative Agent (which may include telecopy or
electronic transmission of a signed signature page of this Agreement) that such
party has signed a counterpart of this Agreement.

     

    (b) The
Administrative Agent shall have received a written opinion dated the Restatement
Effective Date of Davis Polk & Wardwell LLP, New York counsel for the
Borrower, substantially in the form of Exhibit B, and covering such other
matters relating to the Borrower and this Amendment as the Administrative Agent
shall reasonably request.  The Borrower hereby requests such counsel
to deliver such opinion.

     

    (c) The
Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of the Borrower, the authorization by
the Borrower of the transactions contemplated hereby and any other legal matters
relating to the Borrower or the transactions contemplated hereby, all in form
and substance satisfactory to the Administrative Agent and its
counsel.

     

    (d) The
Administrative Agent shall have received a certificate, dated the Restatement
Effective Date and signed by the President, a Vice President or a Financial
Officer of the Borrower, confirming the representations and warranties set forth
in paragraphs (a) and (b) of Section 5 of this Agreement.

     

    (e) The
Administrative Agent shall have received (i) all fees and other amounts due and
payable on or prior to the Restatement Effective Date, including, to the extent
invoiced, reimbursement or payment of all out-of-pocket expenses required to be
reimbursed or paid by the Borrower under any Loan Document and (ii) all accrued
and unpaid interest, commitment fees and participation fees under the Existing
Credit Agreement. 

     

    (f) The
Administrative Agent shall have received all documentation and other information
reasonably requested by it to satisfy the requirements of bank regulatory
authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including the Patriot Act.

     

    (g) The
Administrative Agent shall be reasonably satisfied that all Term Loans and other
amounts accrued and owing under the Term Loan Credit Agreement shall be fully
repaid on the Restatement Effective Date.

     

    (h) The
Collateral Agent shall have received an agreement, in form and substance
reasonably satisfactory to it, executed and delivered by each Loan Party,
confirming that the Collateral Agreement remains in full force and effect after
giving effect to the transactions contemplated hereby.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    (i) The
Borrower shall be satisfied that, after giving effect to the transactions
contemplated hereby, the total Class A Commitments shall not be less than
$800,000,000; provided that the
condition set forth in the paragraph may be waived by the Borrower.

     

    The
Administrative Agent shall notify the Borrower and the Lenders of the
Restatement Effective Date, and such notice shall be conclusive and
binding.  Notwithstanding the foregoing, the consummation of the
transactions set forth in Sections 3 and 4 of this Agreement shall not become
effective unless each of the foregoing conditions is satisfied (or waived by the
Restatement Lenders) at or prior to 3:00 p.m., New York City time, on March 8,
2010 (and, in the event such conditions are not so satisfied or waived, this
Agreement shall terminate at such time).

     

    SECTION
7. Borrowing Requests;
Prepayments.  (a)  Promptly upon the effectiveness of
the amendment and restatement of the Existing Revolving Credit Agreement as
provided herein, if there are any outstanding Borrowings, the Borrower shall
deliver Borrowing Requests with respect to the outstanding Borrowings under the
Restated Revolving Credit Agreement, identifying each such Borrowing as a
Class A Borrowing or a Class B Borrowing, as the case may be, and the
amount thereof and, in the case of Eurodollar Borrowings, the remaining Interest
Periods.  Such Borrowing Requests shall not affect the remaining
Interest Period of any Borrowing or change the LIBO Rate of any Borrowing or
require any payment under Section 2.15 of the Restated Revolving Credit
Agreement, but shall be solely for the purpose of establishing the segregation
of outstanding Class A Borrowings and Class B Borrowings.

     

    (b) If, after
giving effect to the transactions contemplated hereby on the Restatement
Effective Date, the total Class A Revolving Credit Exposures exceed the total
Class A Commitments, or any Class A Lender’s Class A Revolving Credit Exposure
exceeds its Class A Commitment, then the Borrower shall prepay Class A Revolving
Loans, on the Restatement Effective Date, in such amount as shall be necessary
to eliminate such excess.  The undersigned Lenders hereby waive any
requirement of prior notice of any such prepayment.

     

    (c) If, after
giving effect to the transactions contemplated hereby on the Restatement
Effective Date, there are Class A Revolving Loans outstanding but such Loans are
not held by the Class A Lenders ratably in accordance with their Class A
Commitments, then the Borrower shall, on the Restatement Effective Date, prepay
all such Class A Revolving Loans (it being understood that such prepayment may
be financed by a simultaneous borrowing of Class A Revolving Loans in accordance
with the Restated Revolving Credit Agreement).  The undersigned
Lenders hereby waive any requirement of prior notice of any such
prepayment.

     

    SECTION
8. Class A
Fee.  The Borrower agrees to pay to the Administrative Agent,
for the account of each Existing Lender or New Class A Lender that becomes a
Class A Lender as of the Restatement Effective Date, a fee in an amount equal to
0.625% of its Class A Commitment as of the Restatement Effective Date


     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    (determined
after giving effect to any reduction of the Class A Commitments pursuant to
Section 4(b) above). Such fees shall be due and payable on the Restatement
Effective Date.

     

    SECTION
9. Expenses.  The
Borrower agrees to reimburse each of the Administrative Agent and the Collateral
Agent for the out-of-pocket expenses incurred by it in connection with the
transactions contemplated hereby, including the reasonable fees, charges and
disbursements of Cravath, Swaine & Moore LLP, counsel for the
Administrative Agent and the Collateral Agent.

     

    SECTION
10. Counterparts;
Amendments.  This Agreement may not be amended nor may any
provision hereof be waived except pursuant to a writing signed by the Borrower,
the Administrative Agent, the Collateral Agent and the Restatement
Lenders.  This Agreement may be executed in two or more counterparts,
each of which shall constitute an original but all of which when taken together
shall constitute a single contract.  Delivery of an executed
counterpart of a signature page of this Agreement by facsimile or other
electronic transmission shall be effective as delivery of a manually executed
counterpart of this Agreement.

     

    SECTION
11. Notices.  All
notices hereunder shall be given in accordance with the provisions of
Section 8.01 of the Restated Revolving Credit Agreement.

     

    SECTION
12. Applicable Law; Waiver of
Jury Trial.  (A)  THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.

     

    (B) EACH
PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 8.10 OF THE RESTATED
REVOLVING CREDIT AGREEMENT AS IF SUCH SECTIONS WERE SET FORTH IN FULL
HEREIN.

     

    SECTION
13. Term Loan Credit
Agreement.  By their execution hereof, the undersigned Lenders
that are also parties to the Term Loan Credit Agreement, which Lenders
constitute, in the aggregate, “Required Lenders” thereunder, and as defined
therein, hereby waive the provisions of the Term Loan Credit Agreement that
would otherwise require advance notice for the prepayment of Term Loans
thereunder; provided that the
foregoing waiver shall apply only to the repayment of all Term Loans outstanding
thereunder, in each case on the Restatement Effective Date.

     

    SECTION
14. Headings.  The
Section headings used herein are for convenience of reference only, are not part
of this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

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

     

    
    

     

    
      	 	
              LIMITED
      BRANDS, INC.,

            	 
	 	 	 	 	 
	 	
              by

            	 	 	 
	 	 	
              Name:

            	 	 
	 	 	
              Title:

            	 	 


    

     

    
       

      
        	 	
                
                  JPMORGAN
      CHASE BANK, N.A.,

                  individually
      and as Administrative Agent and Collateral Agent,

                

              	 
	 	 	 	 	 
	 	
                by

              	 	 	 
	 	 	
                Name:

              	 	 
	 	 	
                Title:

              	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    
      
        	 	
                SIGNATURE
      PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT  DATED AS OF MARCH
           , 2010, RELATING TO THE AMENDED AND RESTATED
      FIVE-YEAR REVOLVING CREDIT AGREEMENT REFERRED TO THEREIN AMONG LIMITED
      BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS
      ADMINISTRATIVE AGENT AND COLLATERAL AGENT

              	 
	 	 	 
	 	 	 
	 	
                Name
      of Lender]

              	 
	 	 	 	 	 
	 	
                by

              	 	 	 
	 	 	
                Name:

              	 	 
	 	 	
                Title:

              	 	 
	 	 	 	 	 
	 	
                Commitment
      held by the Lender:

              	 
	 	 	 
	 	Commitment:
    $	 	 
	 	 	 	 	 


      

       

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      EXHIBITS

    

    


     

    Exhibits

     

    
      	
              Exhibit
      A

            	
              Amended
      and Restated Five -Year Revolving Credit
  Agreement

            


    

    
      	
              Exhibit
      B

            	
              Form
      of Opinion of Davis Polk & Wardwell
LLP

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
        
          EXHIBIT
A

           

          
            

            

          

           

          AMENDED
AND RESTATED

          FIVE-YEAR
REVOLVING CREDIT AGREEMENT

           

           

          dated as
of

           

          March 8,
2010

           

          Amending
and Restating the

          Five-Year
Revolving Credit Agreement

          dated as
of October 6, 2004,

          Previously
Amended and Restated

          as of
November 5, 2004, March 22, 2006, August 3, 2007 and February 19,
2009

           

          among

           

          LIMITED
BRANDS, INC.,

           

          The
Lenders Party Hereto

           

          and

           

          JPMORGAN
CHASE BANK, N.A.,

           

          as
Administrative Agent and Collateral Agent

           

          ______________________________________________

           

           

          J.P.
MORGAN SECURITIES INC., BANC OF AMERICA SECURITIES LLC

          and
CITIGROUP GLOBAL MARKETS INC.,

          as Joint
Lead Arrangers and Joint Bookrunners

           

          and

           

          BANK OF
AMERICA, N.A. and

          CITIBANK,
N.A.,

          as
Co-Syndication Agents

           

          and

           

          HSBC BANK
USA, N.A. and

          WELLS
FARGO BANK, N.A.

          as
Co-Documentation Agents

        

         

         

        
          

          

        

        
          
            
            

          

          
            
            

            
            

          

          
            
            

          

        

         

        TABLE OF CONTENTS

        
          


           

           

          
            	 
    	
                    Page

                  
	 	 
	
                    ARTICLE I

                  
	 	 
	
                    DEFINITIONS

                  
	 	 
	
                    SECTION
      1.01.  Defined Terms

                  	
                    1

                  
	
                    SECTION
      1.02.  Classification of Loans and Borrowings

                  	
                    21

                  
	
                    SECTION
      1.03.  Terms Generally

                  	
                    21

                  
	
                    SECTION
      1.04.  Accounting Terms; GAAP

                  	
                    22

                  
	 
    	 
    
	
                    ARTICLE
      II

                  
	 
    	 
    
	
                    THE
      CREDITS

                  
	 
    	 
    
	
                    SECTION
      2.01.  Commitments

                  	
                    22

                  
	
                    SECTION
      2.02.  Loans and Borrowings

                  	
                    22

                  
	
                    SECTION
      2.03.  Requests for Revolving Borrowings

                  	
                    23

                  
	
                    SECTION
      2.04.  Competitive Bid Procedure

                  	
                    24

                  
	
                    SECTION
      2.05.  Letters of Credit

                  	
                    26

                  
	
                    SECTION
      2.06.  Funding of Borrowings

                  	
                    31

                  
	
                    SECTION
      2.07.  Interest Elections

                  	
                    32

                  
	
                    SECTION
      2.08.  Termination, Reduction and Increase of
      Commitments

                  	
                    33

                  
	
                    SECTION
      2.09.  Repayment of Loans; Evidence of
    Indebtedness

                  	
                    34

                  
	
                    SECTION
      2.10.  Prepayment of Loans

                  	
                    35

                  
	
                    SECTION
      2.11.  Fees

                  	
                    36

                  
	
                    SECTION
      2.12.  Interest

                  	
                    37

                  
	
                    SECTION
      2.13.  Alternate Rate of Interest

                  	
                    38

                  
	
                    SECTION
      2.14.  Increased Costs

                  	
                    39

                  
	
                    SECTION
      2.15.  Break Funding Payments

                  	
                    40

                  
	
                    SECTION
      2.16.  Taxes

                  	
                    41

                  
	
                    SECTION
      2.17.  Payments Generally; Pro Rata Treatment; Sharing of
      Set-offs

                  	
                    43

                  
	
                    SECTION
      2.18.  Mitigation Obligations; Replacement of
      Lenders

                  	
                    44

                  
	
                    SECTION
      2.19.  Defaulting Lenders

                  	
                    46

                  


          

          


          ARTICLE
III

          


          REPRESENTATIONS
AND WARRANTIES

          


          
            	
                    SECTION
      3.01.  Corporate Existence and Power

                  	
                    47

                  
	
                    SECTION
      3.02.  Corporate and Governmental Authorization; No
      Contravention

                  	
                    47

                  
	
                    SECTION
      3.03.  Binding Effect

                  	
                    47

                  
	
                    SECTION
      3.04.  Financial Information

                  	
                    47

                  
	
                    SECTION
      3.05.  Litigation and Environmental Matters

                  	
                    48

                  
	
                    SECTION
      3.06.  Subsidiaries

                  	
                    48

                  


          

           

          
            
              
              

            

            
              i

              
                

              

            

            
              
              

            

          

           

          
            	
                    SECTION 3.07.  Not an Investment
      Company

                  	
                    49

                  
	
                    SECTION
      3.08.  ERISA

                  	
                    49

                  
	
                    SECTION
      3.09.  Taxes

                  	
                    49

                  
	
                    SECTION
      3.10.  Disclosure

                  	
                    49

                  
	 
    	 
    
	
                    ARTICLE
      IV

                  
	 
    	 
    
	
                    CONDITIONS

                  
	 
    	 
    
	
                    SECTION
      4.01.  Intentionally Omitted.

                  	
                    49

                  
	
                    SECTION
      4.02.  Each Credit Event

                  	
                    50

                  


          

          


          ARTICLE
V

          


          COVENANTS

          


          
            	
                    SECTION
      5.01.  Information

                  	
                    50

                  
	
                    SECTION
      5.02.  Maintenance of Properties

                  	
                    52

                  
	
                    SECTION
      5.03.  Maintenance of Insurance

                  	
                    52

                  
	
                    SECTION
      5.04.  Preservation of Corporate Existence

                  	
                    53

                  
	
                    SECTION
      5.05.  Inspection of Property, Books and Records

                  	
                    53

                  
	
                    SECTION
      5.06.  Fixed Charge Coverage Ratio

                  	
                    53

                  
	
                    SECTION
      5.07.  Debt to Consolidated EBITDA

                  	
                    53

                  
	
                    SECTION
      5.08.  Limitations on Liens

                  	
                    54

                  
	
                    SECTION
      5.09.  Compliance with Laws

                  	
                    55

                  
	
                    SECTION
      5.10.  Limitations on Subsidiary Indebtedness

                  	
                    55

                  
	
                    SECTION
      5.11.  Transactions with Affiliates

                  	
                    56

                  
	
                    SECTION
      5.12.  Consolidations, Mergers and Sales of
    Assets

                  	
                    56

                  
	
                    SECTION
      5.13.  Use of Proceeds

                  	
                    57

                  
	
                    SECTION
      5.14.  Clean Down

                  	
                    57

                  
	
                    SECTION
      5.15.  Information Regarding Collateral

                  	
                    57

                  
	
                    SECTION
      5.16.  Collateral and Guarantee Requirement

                  	
                    57

                  
	
                    SECTION
      5.17.  Investments

                  	
                    57

                  
	
                    SECTION
      5.18.  Restricted Payments

                  	
                    58

                  
	
                    SECTION
      5.19.  Restrictive Agreements

                  	
                    59

                  
	
                    SECTION
      5.20.  Credit Ratings

                  	
                    59

                  
	
                    SECTION
      5.21.  Prepayment Avoidance

                  	
                    59

                  


          

          


          ARTICLE
VI

          


          EVENTS OF
DEFAULT AND REMEDIES

          


          
            	
                    SECTION
      6.01.  Events of Default

                  	
                    59

                  
	
                    SECTION
      6.02.  Remedies

                  	
                    63

                  
	
                    SECTION
      6.03.  Notice of Default

                  	
                    63

                  


          


         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

        
          


          ARTICLE VII

          


          THE
AGENTS

          


          


          ARTICLE
VIII

          


          MISCELLANEOUS

          


          
            	
                    SECTION
      8.01.  Notices

                  	
                    66

                  
	
                    SECTION
      8.02.  Waivers; Amendments

                  	
                    67

                  
	
                    SECTION
      8.03.  Expenses; Indemnity; Damage Waiver

                  	
                    68

                  
	
                    SECTION
      8.04.  Successors and Assigns

                  	
                    69

                  
	
                    SECTION
      8.05.  Survival

                  	
                    72

                  
	
                    SECTION
      8.06.  Counterparts; Integration; Effectiveness

                  	
                    72

                  
	
                    SECTION
      8.07.  Severability

                  	
                    72

                  
	
                    SECTION
      8.08.  Right of Setoff

                  	
                    73

                  
	
                    SECTION
      8.09.  Governing Law; Jurisdiction; Consent to Service of
      Process

                  	
                    73

                  
	
                    SECTION
      8.10.  WAIVER OF JURY TRIAL

                  	
                    73

                  
	
                    SECTION
      8.11.  Headings

                  	
                    74

                  
	
                    SECTION
      8.12.  Confidentiality

                  	
                    74

                  
	
                    SECTION
      8.13.  Interest Rate Limitation

                  	
                    74

                  
	
                    SECTION
      8.14.  Collateral

                  	
                    75

                  
	
                    SECTION
      8.15.  USA Patriot Act

                  	
                    75

                  
	 	 
	 	 
	Schedule 3.05 -
      Disclosed Matters	 
	
                    Schedule 3.06 -
      Material Subsidiaries

                  	 
	      
                    Schedule
      5.08 - Existing Liens

                  	 
	      
                    Schedule
      5.19 - Restrictive Agreements

                  	 
	 	 
	 	 
	      
                    EXHIBITS:

                  	 
	 	 
	      
                    Exhibit
      A - Form of Assignment and Assumption

                  	 


          

           

        

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

        


        


        AMENDED
AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of March 8, 2010,
among LIMITED BRANDS, INC., the LENDERS party hereto and JPMORGAN CHASE BANK,
N.A., as Administrative Agent.

         

        Reference
is made to the Amendment and Restatement Agreement dated as of March 8, 2010
(the “Restatement
Agreement”), relating to the Amended and Restated Five-Year Revolving
Credit Agreement dated as of February 19, 2009 (the “Existing Credit
Agreement”), among Limited Brands, Inc., the Lenders party thereto and
JPMorgan Chase Bank, N.A., as Administrative Agent.  Pursuant to the
Restatement Agreement, the Existing Credit Agreement is being amended and
restated in the form hereof.

         

        The
parties hereto agree as follows:

         

        ARTICLE
I

         

        Definitions

         

        SECTION
1.01.  Defined
Terms.  As used in this Agreement, the following terms have the
meanings specified below:

         

        “ABR”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate.

         

        “Administrative Agent”
means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the
Lenders hereunder.

         

        “Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied
by the Administrative Agent.

         

        “Affiliate” means,
with respect to a specified Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified.

         

        “Agents” means the
Administrative Agent and the Collateral Agent.

         

        “Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime
Rate in effect on such day, (b) the Federal Funds Effective Rate in effect
on such day plus 1⁄2 of 1% and (c) the LIBO Rate for a one-month Interest
Period on such day (or if such day is not a Business Day, the immediately
preceding Business Day) plus 1%; provided that, for
the avoidance of doubt, for purposes of calculating the Alternate Base Rate, the
LIBO Rate for any day shall be based on the Reuters BBA Libor Rates
page 3750 (or on any successor or substitute page of such page) at
approximately 11:00 a.m. London time on such day.  Any change in
the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or the LIBO Rate shall be effective from and including the
effective date of such change in the Prime Rate, the Federal Funds Effective
Rate or the LIBO Rate, respectively.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        “Applicable Class A
Percentage” means, at any time, with respect to any Class A Lender, the
percentage of the total Class A Commitments represented by such Lender’s Class A
Commitment at such time.  If the Class A Commitments have terminated
or expired, the Applicable Class A Percentages shall be determined based upon
the Class A Commitments most recently in effect, giving effect to any
assignments.

         

        “Applicable Class B
Percentage” means, at any time, with respect to any Class B Lender, the
percentage of the total Class B Commitments represented by such Lender’s Class B
Commitment at such time.  If the Class B Commitments have terminated
or expired, the Applicable Class B Percentages shall be determined based upon
the Class B Commitments most recently in effect, giving effect to any
assignments.

         

        “Applicable Rate”
means (subject to Section 2.19), for any day, (i) with respect to any
Eurodollar Revolving Loan or ABR Loan that is a Class A Revolving Loan, or with
respect to the participation fees payable hereunder in respect of Letters of
Credit and commitment fees payable hereunder in respect of the Class A
Commitments, as the case may be, the applicable rate per annum set forth below
under the caption  “Eurodollar Spread”, “ABR Spread”, “Participation
Fee Rate” or “Commitment Fee Rate”, as the case may be, based upon the
Borrower’s Credit Ratings applicable on such date:

         

        


        
          	
                  
                    Credit
      Rating:

                  

                	
                  
                    Eurodollar
      Spread

                  

                	
                  
                    ABR
      Spread

                  

                	
                  
                    Participation
      Fee Rate

                  

                	
                  
                    Commitment
      Fee

                    Rate

                  

                
	
                  Category
      1

                  ≥
      BBB/Baa2

                	
                  2.00%

                   

                	
                  1.00%

                   

                	
                  2.00%

                   

                	
                  0.50%

                
	
                  Category
      2

                  BBB-/Baa3

                	
                  2.50%

                   

                	
                  1.50%

                   

                	
                  2.50%

                   

                	
                  0.50%

                
	
                  Category
      3

                  BB+/Ba1

                	
                  3.00%

                   

                	
                  2.00%

                   

                	
                  3.00%

                   

                	
                  0.50%

                
	
                  Category
      4

                  BB/Ba2

                	
                  3.50%

                   

                	
                  2.50%

                   

                	
                  3.50%

                   

                	
                  0.75%

                
	
                  Category
      5

                  ≤
      BB-/Ba3

                	
                  4.00%

                	
                  3.00%

                	
                  4.00%

                	
                  0.75%

                


        

        


        and (ii)
with respect to any Eurodollar Revolving Loan or ABR Loan that is a Class B
Revolving Loan, or with respect to the commitment fees payable hereunder in
respect of the Class B Commitments, as the case may be, the applicable rate per
annum set forth below under the caption “Eurodollar Spread”, “ABR Spread”, or
“Commitment Fee Rate”, as the case may be, based upon the Borrower’s Credit
Ratings applicable on such date:

         

         

        
          	
                  
                    Credit
      Rating:

                  

                	
                  
                    Eurodollar
      Spread

                  

                	
                  
                    ABR
      Spread

                  

                	
                  
                    Commitment
      Fee

                    Rate

                  

                
	
                  Category
      1

                  ≥
      BBB/Baa2

                	
                  2.50%

                   

                	
                  1.50%

                   

                	
                  0.50%

                
	
                  Category
      2

                  BBB-/Baa3

                	
                  3.00%

                   

                	
                  2.00%

                   

                	
                  0.50%

                
	
                  Category
      3

                  BB+/Ba1

                	
                  3.50%

                   

                	
                  2.50%

                   

                	
                  0.50%

                
	
                  Category
      4

                  BB/Ba2

                	
                  4.00%

                   

                	
                  3.00%

                   

                	
                  0.75%

                
	
                  Category
      5

                  ≤
      BB-/Ba3

                	
                  4.50%

                	
                  3.50%

                	
                  0.75%

                


        

        


        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        For
purposes of the foregoing clauses (i) and (ii), (a) if either S&P or
Moody’s shall not have in effect a Credit Rating for the Borrower (other than by
reason of the circumstances referred to in the last sentence of this definition)
the Applicable Rate shall be determined on the basis of the rating agency that
does then have a Credit Rating for the Borrower in effect, (b) if the
Credit Ratings established by Moody’s and S&P shall fall within different
Categories then the Applicable Rate shall be based on the lower of the two
Credit Ratings, (c) if neither S&P nor Moody’s has in effect a Credit
Rating for the Borrower (other than by reason of the circumstances referred to
in the last sentence of this definition) then the Borrower shall be deemed to be
rated in Category 5, (d) the Borrower shall be deemed to be rated in
Category 5 at any time that an Event of Default has occurred and is
continuing and (e) if the Credit Ratings established or deemed to have been
established by S&P and Moody’s for the Borrower shall be changed (other than
as a result of a change in the rating system of S&P or Moody’s), such change
shall be effective as of the date on which it is first announced by the
applicable rating agency.  Each change in an Applicable Rate shall
apply during the period commencing on the effective date of such change and
ending on the date immediately preceding the effective date of the next such
change. If the rating system of  S&P or Moody’s shall change, or
if either such rating agency shall cease to be in the business of rating
obligors, the Borrower and the Lenders shall negotiate in good faith to amend
this definition to reflect such changed rating system, or the unavailability of
ratings from such rating agency and, pending the effectiveness of any such
amendment, each Applicable Rate shall be determined by reference to the rating
most recently in effect prior to such change or cessation.

         

        “Assignment and
Assumption” means an assignment and assumption entered into by a Lender
and an assignee (with the consent of any party whose consent is required by
Section 8.04), and accepted by the Administrative Agent, in the form of
Exhibit A or any other form approved by the Administrative
Agent.

         

        “Board” means the
Board of Governors of the Federal Reserve System of the United States of
America.

         

        “Borrower” means
Limited Brands, Inc., a Delaware corporation.

         

        “Borrowing” means (a)
Revolving Loans of the same Class and Type made, converted or continued on the
same date and, in the case of Eurodollar Loans, as to which a single Interest
Period is in effect or (b) a Competitive Loan or group of Competitive Loans of
the same Type made on the same date and as to which a single Interest Period is
in effect.

         

        “Borrowing Request”
means a request by the Borrower for a Revolving Borrowing in accordance with
Section 2.03.

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        “Business Day” means
any day that is not a Saturday, Sunday or other day on which commercial banks in
New York City are authorized or required by law to remain closed; provided that, when
used in connection with a Eurodollar Loan, the term “Business Day” shall also
exclude any day on which banks are not open for dealings in dollar deposits in
the London interbank market.

         

        “Capital Lease
Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on
a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with
GAAP.

         

        “Change in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or
of record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the Securities and Exchange Commission thereunder
as in effect on the date hereof) other than the Permitted Holders of shares
representing more than 30% of the aggregate ordinary voting power represented by
the issued and outstanding capital stock of the Borrower or (b) occupation of a
majority of the seats (other than vacant seats) on the board of directors of the
Borrower by Persons who were neither (i) nominated by the board of directors of
the Borrower nor (ii) appointed by directors so nominated.

         

        “Change in Law” means
(a) the adoption of any law, rule or regulation after  (i) with
respect to any Revolving Loan or the Commitments, the date of this Agreement or
(ii) with respect to any Competitive Loan, the date of the related
Competitive Bid, (b) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after
(i) with respect to any Revolving Loan or the Commitments, the date of this
Agreement or (ii) with respect to any Competitive Loan, the date of the
related Competitive Bid, or (c) compliance by any Lender or any Issuing Bank
(or, for purposes of Section 2.14(b), by any lending office of such Lender or by
such Lender’s or such Issuing Bank’s holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after (i) with respect to any
Revolving Loan or the Commitments, the date of this Agreement or (ii) with
respect to any Competitive Loan, the date of the related Competitive
Bid.

         

        “Class”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Class A Revolving Loans, Class B Revolving Loans
or Competitive Loans, when used in reference to any Commitment, refers to
whether such Commitment is a Class A Commitment or a Class B Commitment, and,
when used in reference to any Lender, refers to whether such Lender is a Class A
Lender or a Class B Lender.

         

        “Class A Availability
Period” means the period from and including the Restatement Effective
Date to but excluding the earlier of the Class A Maturity Date and the date of
termination of the Class A Commitments.

         

        “Class A Commitment”
means, with respect to each Lender, the commitment, if any, of such Lender to
make Class A Revolving Loans and to acquire 

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        participations
in Letters of Credit hereunder,  expressed as an amount representing
the maximum aggregate amount of such Lender’s Class A Revolving Credit Exposure
hereunder, as such commitment may be (a) reduced or increased from time to time
pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 8.04.  The
initial amount of each Class A Lender’s Commitment is set forth on Schedule
2.01, or in the Assignment and Assumption pursuant to which such Lender shall
have assumed its Class A Commitment, as applicable.

         

        “Class A Competitive
Loan” means a Competitive Loan that matures after the Class B Maturity
Date.

         

        “Class A Lender” means
a Lender with a Class A Commitment or Class A Revolving Credit
Exposure.

         

        “Class A Maturity
Date” means August 1, 2014.

         

        “Class A Revolving Credit
Exposure” means, with respect to any Class A Lender at any time, the sum
of (a) the outstanding principal amount of such Class A Lender’s Class A
Revolving Loans and (b) such Class A Lender’s LC Exposure at such
time.

         

        “Class A Revolving
Loan” means (a) each Revolving Loan outstanding under (and as defined in)
the Existing Credit Agreement  as of the Restatement Effective Date as
to which the Lender is a Class A Lender and (b) a Loan made on or after the
Restatement Effective Date pursuant to Section 2.01(a).

         

        “Class B Availability
Period” means the period from and including the Restatement Effective
Date to but excluding the earlier of the Class B Maturity Date and the date of
termination of the Class B Commitments.

         

        “Class B Commitment”
means, with respect to each Lender, the commitment, if any, of such Lender to
make Class B Revolving Loans hereunder,  expressed as an amount
representing the maximum aggregate amount of such Lender’s Class B Revolving
Credit Exposure hereunder, as such commitment may be (a) reduced from time to
time pursuant to Section 2.08 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section
8.04.  The initial amount of each Class B Lender’s Commitment is set
forth on Schedule 2.01, or in the Assignment and Assumption pursuant to
which such Lender shall have assumed its Class B Commitment, as
applicable.

         

        “Class B Lender” means
a Lender with a Class B Commitment or Class B Revolving Credit
Exposure.

         

        “Class B Maturity
Date” means August 3, 2012.

         

        “Class B Revolving Credit
Exposure” means, with respect to any Class B Lender at any time, the
outstanding principal amount of such Class B Lender’s Class B Revolving
Loans.

         

        “Class B Revolving
Loan” means (a) each Revolving Loan outstanding under (and as defined in)
the Existing Credit Agreement  as of the Restatement
Effective

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        Date as
to which the Lender is a Class B Lender and (b) a Loan made on or after the
Restatement Effective Date pursuant to Section 2.01(b).

         

        “Code” means the
Internal Revenue Code of 1986, as amended from time to time.

         

        “Collateral” means any
and all assets, tangible or intangible, on which Liens are purported to be
granted pursuant to the Collateral Documents as security for the
Obligations.

         

        “Collateral Agent”
means JPMorgan Chase Bank, N.A., in its capacity as collateral agent under the
Collateral Documents.

         

        “Collateral Agreement”
means the Guarantee and Collateral Agreement dated as of February 19, 2009,
as amended July 10, 2009, among the Borrower, the Subsidiary Loan Parties and
the Administrative Agent.

         

        “Collateral and Guarantee
Requirement” means, at any time, the requirement that:

         

        (a)  the
Collateral Agent shall have received from the Borrower and each Material
Subsidiary either (i) a counterpart of the Collateral Agreement duly
executed and delivered on behalf of the Borrower or such Material Subsidiary, as
applicable, or (ii) in the case of any Person that becomes a Material
Subsidiary after February 19, 2009, a supplement to the Collateral Agreement, in
the form specified therein, duly executed and delivered on behalf of such
Material Subsidiary;

         

        (b)  all Uniform
Commercial Code financing statements required by law or reasonably requested by
the Collateral Agent to be filed, registered or recorded to perfect the Liens
intended to be created by the Collateral Agreement to the extent required by,
and with the priority required by, the Collateral Agreement, shall have been
filed, registered or recorded or delivered to the Collateral Agent for filing,
registration or recording; and

         

        (c)  the
Borrower and each Material Subsidiary shall have obtained all consents and
approvals required to be obtained by it in connection with the execution and
delivery of all Collateral Documents to which it is a party, the performance of
its obligations thereunder and the granting by it of the Liens
thereunder.

         

        “Collateral Documents”
means, collectively, the Collateral Agreement and each other security agreement
or other instrument or document granting a Lien upon the Collateral as security
for the Obligations.

         

        “Commitment” means a
Class A Commitment or a Class B Commitment.

         

        “Competitive Bid”
means an offer by a Lender to make a Competitive Loan in accordance with
Section 2.04.

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        “Competitive Bid Rate”
means, with respect to any Competitive Bid, the Margin or the Fixed Rate, as
applicable, offered by the Lender making such Competitive Bid.

         

        “Competitive Bid
Request” means a request by the Borrower for Competitive Bids in
accordance with Section 2.04.

         

        “Competitive Loan”
means a Loan made pursuant to Section 2.04.

         

        “Consolidated Debt”
means, at any date of determination, the total Indebtedness of the Borrower and
the Consolidated Subsidiaries at such date (excluding, whether or not any ETC
Entity is a Consolidated Subsidiary, any Non-Recourse ETC Debt) determined on a
consolidated basis in accordance with GAAP.

         

        “Consolidated EBITDA”
means, for any period, Consolidated Net Income for such period (adjusted (i) to
exclude any non-cash items deducted or included in determining Consolidated Net
Income for such period attributable to FAS 133 – Accounting for Derivative
Instruments and Hedging Activities, FAS 142 – Goodwill and Other Intangible
Assets, or stock options and other equity-linked compensation to officers,
directors and employees, and (ii) to deduct cash payments made during such
period in respect of Hedging Agreements (or other items subject to FAS 133 –
Accounting for Derivative Instruments and Hedging Activities) to the extent not
otherwise deducted in determining Consolidated Net Income for such period) plus
(a) without duplication and to the extent deducted in determining such
Consolidated Net Income, the sum of (i) consolidated interest expense for such
period, (ii) consolidated income tax expense for such period, (iii) all amounts
attributable to depreciation and amortization for such period and (iv) any
extraordinary or nonrecurring charges for such period, and minus (b) without
duplication and to the extent included in determining such Consolidated Net
Income, any extraordinary or nonrecurring gains for such period, all determined
on a consolidated basis in accordance with GAAP; provided that
regardless of whether any ETC Entity is a Consolidated Subsidiary, the results
of any ETC Entity shall be included in Consolidated EBITDA to the extent (and
only to the extent) actually distributed (directly or indirectly) by such ETC
Entity to the Borrower or another Consolidated Subsidiary that is not an ETC
Entity; provided further, that if on
or prior to the applicable date of determination of Consolidated EBITDA, an
acquisition or disposition outside of the ordinary course of business has
occurred that has the effect of increasing or decreasing Consolidated EBITDA
then (without duplication of any other adjustment made in determining
Consolidated EBITDA for such period) Consolidated EBITDA shall be determined on
a pro forma basis to give effect to such acquisition or disposition as if such
acquisition or disposition had occurred immediately prior to the commencement of
the period for which Consolidated EBITDA is to be determined.

         

        “Consolidated EBITDAR”
means, for any period, Consolidated EBITDA for such period plus, without
duplication and to the extent deducted in the determination of such Consolidated
EBITDA, consolidated fixed minimum store rental expense for such period, all
determined on a consolidated basis in accordance with GAAP; provided that, if on
or prior to the applicable date of determination of Consolidated EBITDAR, an
acquisition or disposition outside of the ordinary course of business has
occurred that has the effect of increasing or decreasing Consolidated EBITDAR,
then (without duplication

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        of
adjustments made in determining Consolidated EBITDA for such period)
Consolidated EBITDAR shall be determined on a pro forma basis to give effect to
such acquisition or disposition as if such acquisition or disposition had
occurred immediately prior to the commencement of the period for which
Consolidated EBITDAR is to be determined.

         

        “Consolidated Fixed
Charges” means, for any period, the sum of (a) consolidated interest
expense, both expensed and capitalized (including the interest component in
respect of Capital Lease Obligations but excluding any interest expense in
respect of Indebtedness of any ETC Entity, except to the extent actually paid by
the Borrower or a Consolidated Subsidiary other than, if it is a Consolidated
Subsidiary, any ETC Entity), of the Borrower and the Consolidated Subsidiaries
for such period, plus (b) consolidated fixed minimum store rental expense
of the Borrower and the Consolidated Subsidiaries for such period, all
determined on a consolidated basis in accordance with GAAP; provided that, if on
or prior to the applicable date of determination of Consolidated Fixed Charges,
an acquisition or disposition outside of the ordinary course of business has
occurred that has the effect of increasing or decreasing Consolidated Fixed
Charges, then Consolidated Fixed Charges shall be determined on a pro forma
basis to give effect to such acquisition or disposition as if such acquisition
or disposition had occurred immediately prior to the commencement of the period
for which Consolidated Fixed Charges is to be determined.

         

        “Consolidated Net
Income” means, for any period, the net income or loss of the Borrower and
the Consolidated Subsidiaries for such period determined on a consolidated basis
in accordance with GAAP.

         

        “Consolidated
Subsidiary” means any Subsidiary (other than an Unrestricted Subsidiary),
the accounts of which are, or are required to be, consolidated with those of the
Borrower in the Borrower’s periodic reports filed under the Securities Exchange
Act of 1934.

         

        “Control” means, with
respect to a specified Person, the possession, directly or indirectly, of the
power to direct, or cause the direction of, the management or policies of such
Person, whether through the ability to exercise voting power, by contract or
otherwise.  “Controlling” and
“Controlled”
have correlative meanings.

         

        “Credit Rating” means,
in the case of S&P, the “Issuer Credit Rating” assigned by S&P to the
Borrower and, in the case of Moody’s, the “Corporate Family Rating” assigned by
Moody’s to the Borrower.

         

        “Default” means any
event or condition which constitutes an Event of Default or which upon notice,
lapse of time or both would, unless cured or waived, become an Event of
Default.

         

        “Defaulting Lender”
means any Lender, as determined by the Administrative Agent, that has (a) failed
to fund any portion of its Loans or participations in Letters of Credit within
three Business Days of the date required to be funded by it hereunder, (b)
notified the Borrower, the Administrative Agent, any Issuing Bank or any Lender
in writing that it does not intend to comply with any of its funding obligations
under this Agreement or has made a public statement to the effect that it does
not intend to comply with its funding obligations under this Agreement or under
other agreements in

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        which it
commits to extend credit, (c) failed, within five Business Days after request by
the Administrative Agent, to confirm that it will comply with the terms of this
Agreement relating to its obligations to fund prospective Loans and
participations in then outstanding Letters of Credit, (d) otherwise failed to
pay over to the Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within three Business Days of the date when
due, unless the subject of a good-faith dispute, or (e) become the subject
of a bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee or custodian appointed for it, or has consented to, approved of or
acquiesced in any such proceeding or appointment or has a parent company that
has become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee or custodian appointed for it, or has consented
to, approved of or acquiesced in any such proceeding or appointment; provided that
(i) if a Lender would be a “Defaulting Lender” solely by reason of events
relating to a parent company of such Lender or solely because a Governmental
Authority has been appointed as receiver, conservator, trustee or custodian for
such Lender, in each case as described in clause (e) above, the
Administrative Agent may, in its discretion, determine that such Lender is not a
“Defaulting Lender” if and for so long as the Administrative Agent is satisfied
that such Lender will continue to perform its funding obligations hereunder and
(ii) the Administrative Agent may, by notice to the Borrower and the Lenders,
declare that a Defaulting Lender is no longer a “Defaulting Lender” if the
Administrative Agent determines, in its discretion, that the circumstances that
resulted in such Lender becoming a “Defaulting Lender” no longer
apply.

         

        “Disclosed Matters”
means the actions, suits and proceedings and the environmental matters disclosed
in Schedule 3.05.

         

        “Disqualified Equity
Interest” means, any Equity Interest in the Borrower that by its terms
(or by the terms of any security into which it is convertible or for which it is
exchangeable, either mandatorily or at the option of the holder thereof), or
upon the happening of any event or condition:

         

        (a)
matures or is mandatorily redeemable (other than solely for Equity Interests in
the Borrower that do not constitute Disqualified Equity Interests and cash in
lieu of fractional shares of such Equity Interests), whether pursuant to a
sinking fund obligation or otherwise, prior to the Specified Date;

         

        (b) is
convertible or exchangeable at the option of the holder thereof for Indebtedness
or Equity Interests (other than solely for Equity Interests in the Borrower that
do not constitute Disqualified Equity Interests and cash in lieu of fractional
shares of such Equity Interests), prior to the Specified Date; or

         

        (c) is
redeemable (other than solely for Equity Interests in the Borrower that do not
constitute Disqualified Equity Interests and cash in lieu of fractional shares
of such Equity Interests) or is required to be repurchased by the Borrower or
any of its Affiliates, in whole or in part, at the option of the holder thereof,
prior to the Specified Date; provided that this
clause (c) shall not apply to any requirement of mandatory redemption or
repurchase that is contingent upon an asset disposition or the incurrence of
Indebtedness if such mandatory redemption

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        or
repurchase can be avoided through repayment or prepayment of Loans or through
investments by the Borrower or the Consolidated Subsidiaries in assets to be
used in their businesses.

         

        “dollars” or “$” refers to lawful
money of the United States of America.

         

        “Domestic Subsidiary”
means any Subsidiary that is organized under the laws of the United States of
America, any State thereof or the District of Columbia.

         

        “Environmental Laws”
means all applicable laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions or binding agreements issued, promulgated or
entered into by any Governmental Authority, relating to the environment,
preservation or reclamation of natural resources or the management, release or
threatened release of any Hazardous Material.

         

        “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrower or any Consolidated Subsidiary directly or
indirectly resulting from or based upon (a) violation of any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment
or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials
into the environment or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.

         

        “Equity Interests”
means shares of capital stock, partnership interests, membership interests in a
limited liability company, beneficial interests in a trust or other equity
ownership interests in a Person.

         

        “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to
time.

         

        “ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with
the Borrower, is treated as a single employer under Section 414(b) or (c)
of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of
the Code, is treated as a single employer under Section 414 of the
Code.

         

        “ETC Entity” means (i)
Easton Town Center, LLC and (ii) any Person substantially all of the assets of
which consist of (x) some or all of the assets held by Easton Town Center, LLC
at any time prior to February 19, 2009 or (y) equity interests in or debt of
Easton Town Center, LLC or any Person described in subclause (x) or this
subclause (y) of this clause (ii).

         

        “Eurodollar”, when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to a LIBO Rate.

         

        “Event of Default” has
the meaning assigned to such term in Article VI.

         

        “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, any Issuing Bank or
any other recipient of any payment to be made by or on account of any obligation
of the Borrower hereunder, (a) income or franchise Taxes

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

         

        imposed
on (or measured by) its net income  by the United States of America,
(b) income, franchise or similar Taxes imposed by the jurisdiction under
the laws of which such recipient is organized or in which its principal office
is located or, in the case of any Lender, in which its applicable lending office
is located, or which are imposed by reason of any present or former connection
between such Lender and the jurisdiction imposing such Taxes, other than solely
as a result of this Agreement or any Loan or transaction contemplated hereby,
(c) any branch profits Taxes imposed by the United States of America or any
similar Tax imposed by any other jurisdiction described in clause (a) or
(b) above and (d) in the case of a Foreign Lender (other than an assignee
pursuant to a request by the Borrower under Section 2.18(b)), any withholding
Tax that (i) is in effect and would apply to amounts payable to such Foreign
Lender under applicable law at the time such Foreign Lender becomes a party to
this Agreement (or designates a new lending office), except to the extent that
such Foreign Lender (or its assignor, if any) was entitled, under applicable law
at the time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to any withholding Tax
pursuant to Section 2.16(a), or (ii) is attributable to such Foreign Lender’s
failure to comply with Section 2.16(f).

         

        “Existing Credit
Agreement” has the meaning set forth in the introductory statement of
this Agreement.

         

        “Federal Funds Effective
Rate” means, for any day, the weighted average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day
that is a Business Day, the average (rounded upwards, if necessary, to the next
1/100 of 1%) of the quotations for such day for such transactions received by
the Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

         

        “Financial Officer”
means the chief financial officer, principal accounting officer, treasurer or
controller of the Borrower.

         

        “Fiscal Year” means
the fiscal year of the Borrower which shall commence on the Sunday following the
Saturday on or nearest (whether following or preceding) January 31 of one
calendar year and end on the Saturday on or nearest (whether following or
preceding) January 31 of the following calendar year.

         

        “Fixed Rate” means,
with respect to any Competitive Loan (other than a Eurodollar Competitive Loan),
the fixed rate of interest per annum specified by the Lender making such
Competitive Loan in its related Competitive Bid.

         

        “Fixed Rate Loan”
means a Competitive Loan bearing interest at a Fixed Rate.

         

        “Foreign Lender” means
any Lender that is organized under the laws of a jurisdiction other than that in
which the Borrower is located.  For purposes of this definition, the
United States of America, each State thereof and the District of Columbia shall
be deemed to constitute a single jurisdiction.

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

        “Foreign Subsidiary”
means any Subsidiary that is not a Domestic Subsidiary.

         

        “GAAP” means generally
accepted accounting principles in the United States of America.

         

        “Governmental
Authority” means the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

         

        “Guarantee” of or by
any Person (the “guarantor”) means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation or
to purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or
services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity
capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation or (d) as an account party in respect of any letter of credit or
letter of guaranty issued to support such Indebtedness or obligation; provided that the
term “Guarantee” shall not include endorsements for collection or deposit in the
ordinary course of business.

         

        “Hazardous
Materials”  means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes in
each case which are regulated pursuant to any Environmental Law.

         

        “Hedging Agreement”
means any interest rate protection agreement, foreign currency exchange
agreement, commodity price protection agreement or other interest or currency
exchange rate or commodity price hedging arrangement.

         

        “Immaterial
Subsidiaries” means, at any time, Consolidated Subsidiaries that (a) are
Domestic Subsidiaries and (b) at such time, in the aggregate for all such
Subsidiaries, (i) directly own less than 10% of the amount of Qualifying U.S.
Assets owned directly by all Consolidated Subsidiaries that are Domestic
Subsidiaries and (ii) directly own accounts receivable and inventory
representing less than 5% of the book value of the accounts receivable and
inventory directly owned by all Consolidated Subsidiaries that are Domestic
Subsidiaries.

         

        “Indebtedness” of any
Person means, without duplication, (a) all obligations of such Person for
borrowed money, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such
Person in respect of the deferred purchase price of property (other than
inventory) or

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

         

        services
(excluding accruals and trade accounts payable arising in the ordinary course of
business), (d) all Indebtedness of others secured by any Lien on property
owned or acquired by such Person, whether or not the Indebtedness secured
thereby has been assumed, (e) all Guarantees by such Person of Indebtedness
of others, (f) all Capital Lease Obligations of such Person and
(g) all obligations, contingent or otherwise, of such Person in respect of
bankers’ acceptances.

         

        “Indemnified Taxes”
means Taxes other than Excluded Taxes and Other Taxes.

         

        “Intercreditor
Agreement” means an intercreditor agreement among the Loan Parties, the
Collateral Agent and the trustee, agent or other representative for holders of
any Indebtedness secured by second-priority Liens contemplated by clause (g) of
Section 5.08, which intercreditor agreement shall be consistent with the
then existing market practice and reasonably acceptable to the Required Secured
Parties (it being understood that (i) any such intercreditor agreement
shall be considered approved by a Lender if made available to such Lender by the
Administrative Agent (through Intralinks or  similar facility) and
such Lender is informed that such intercreditor agreement shall be considered
approved by it if there is no objection within three Business Days, and no such
objection is made and (ii) such intercreditor agreement shall be deemed
accepted if approved or deemed approved by the Required Secured
Parties).

         

        “Interest Election
Request” means a request by the Borrower to convert or continue a
Revolving Borrowing in accordance with Section 2.07.

         

        “Interest Payment
Date” means (a) with respect to any ABR Loan, the last day of each
March, June, September and December, (b) with respect to any Eurodollar Loan,
the last day of the Interest Period applicable to the Borrowing of which such
Loan is a part and, in the case of a Eurodollar Borrowing with an Interest
Period of more than three-months’ duration, each day prior to the last day of
such Interest Period that occurs at intervals of three-months’ duration after
the first day of such Interest Period and (c) with respect to any Fixed
Rate Loan, the last day of the Interest Period applicable to the Borrowing of
which such Loan is a part and, in the case of a Fixed Rate Borrowing with an
Interest Period of more than 90-days’ duration (unless otherwise specified in
the applicable Competitive Bid Request), each day prior to the last day of such
Interest Period that occurs at intervals of 90-days’ duration after the first
day of such Interest Period, and any other dates that are specified in the
applicable Competitive Bid Request as Interest Payment Dates with respect to
such Borrowing.

         

        “Interest Period”
means (a) with respect to any Eurodollar Borrowing, the period commencing
on the date of such Borrowing and ending on (i) the date that is one or two
weeks thereafter or (ii) the numerically corresponding day in the calendar
month that is one, two, three or six months thereafter or, if available
from all participating Lenders, nine or 12 months thereafter, in each case as
the Borrower may elect and (b) with respect to any Fixed Rate Borrowing,
the period (which shall not be less than seven days or more than 180 days)
commencing on the date of such Borrowing and ending on the date specified in the
applicable Competitive Bid Request; provided that
(i) if any Interest Period would end on a day other than a Business Day,
such Interest Period shall be extended to the next succeeding Business Day
unless, in the case of a

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

         

        Eurodollar
Borrowing with an Interest Period of an integral number of months only, such
next succeeding Business Day would fall in the next calendar month, in which
case such Interest Period shall end on the next preceding Business Day, (ii) any
Interest Period pertaining to a Eurodollar Borrowing with an Interest Period of
an integral number of months that commences on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the last calendar month of such Interest Period) shall end on the last
Business Day of the last calendar month of such Interest Period, (iii) any
Interest Period with respect to a Class B Revolving Borrowing, that would
otherwise end after the Class B Maturity Date will end on the Class B
Maturity Date and (iv) any Interest Period with respect to a Class A Revolving
Borrowing or a Competitive Loan that would otherwise end after the Class A
Maturity Date will end on the Class A Maturity Date.  For purposes
hereof, the date of a Borrowing initially shall be the date on which such
Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be
the effective date of the most recent conversion or continuation of such
Borrowing.

         

        “Issuing Bank” means,
as applicable, (a) JPMorgan Chase Bank, N.A., in its capacity as an issuer of
Letters of Credit hereunder, (b) Citibank, N.A., in its capacity as an issuer of
Letters of Credit hereunder, (c)  any other Class A Lender or
Affiliate of a Class A Lender designated by the Borrower (with such Class A
Lender’s consent) as an Issuing Bank in a written notice to the Administrative
Agent and (d) their respective successors in such capacity as provided in
Section 2.05(i).  Any Issuing Bank may, in its discretion,
arrange for one or more Letters of Credit to be issued by Affiliates of such
Issuing Bank, in which case the term “Issuing Bank” shall include any such
Affiliate with respect to Letters of Credit issued by such
Affiliate.

         

        “LC Disbursement”
means a payment made by any Issuing Bank pursuant to a Letter of
Credit.

         

        “LC Exposure” means,
at any time, the sum of (a) the aggregate undrawn amount (or outstanding
amount, in the case of a banker’s acceptance) of all outstanding Letters of
Credit at such time plus (b) the aggregate amount of all LC Disbursements that
have not yet been reimbursed by or on behalf of the Borrower at such
time.  The LC Exposure of any Class A Lender at any time shall be its
Applicable Class A Percentage of the total LC Exposure at such time, subject to
adjustment pursuant to any LC Exposure Reallocation.  An LC Exposure
Reallocation permitted hereunder shall be effective upon election by the
Borrower as provided in Section 2.19, and shall be rescinded with respect to any
Defaulting Lender at the time it ceases to be a Defaulting Lender or at the time
its Commitment is assigned pursuant Section 2.18(b) or terminated pursuant to
Section 2.18(c).

         

        “LC Exposure
Reallocation” means an adjustment to the LC Exposure of each
non-Defaulting Class A Lender, to take account of a Class A Lender or Class A
Lenders being or becoming a Defaulting Lender, that increases the LC Exposure of
each Class A Lender that is not a Defaulting Lender to equal its Applicable
Class A Percentage (determined as though the Commitment of each Defaulting
Lender were reduced to zero) of the total LC Exposure, in order to support its
ratable share of the LC Exposure of the relevant Defaulting Lender or Defaulting
Lenders.  In the event of an LC Exposure Reallocation (a) the LC
Exposure of the relevant Defaulting Lender shall not be

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

         

        decreased,
but (b) the LC Exposure of each Class A Lender that is not a Defaulting
Lender shall be increased as provided above, and such Class A Lender’s increased
LC Exposure shall apply for all purposes of this Agreement, including for
purposes of determining its Class A Revolving Credit Exposure and participation
fees payable with respect to its LC Exposure.  Notwithstanding any
other provision of this Agreement, an LC Exposure Reallocation shall not be
permitted if, after giving effect thereto, the Class A Revolving Credit Exposure
of any Class A Lender shall exceed its Class A Commitment.

         

        “Lenders” means the
Persons listed on Schedule 2.01 and any other Person that shall have become
a party hereto (i) pursuant to an accession agreement as contemplated in
Section 2.08(d) or (ii) pursuant to an Assignment and Assumption as
contemplated in Section 8.04(b), other than any such Person that ceases to
be a party hereto pursuant to an Assignment and Assumption.

         

        “Letter of Credit”
means any letter of credit issued pursuant to this Agreement and shall include,
if applicable, any bankers’ acceptance resulting from any such letter of credit,
so long as such banker’s acceptance matures within the period provided for in
Section 2.05(c)(ii).

         

        “LIBO Rate” means,
with respect to any Eurodollar Borrowing for any Interest Period, the rate
appearing on Reuters BBA Libor Rates page 3750 (or on any successor or
substitute page of such Service, or any successor to or substitute for such
Service, providing rate quotations comparable to those currently provided on
such page of such Service, as determined by the Administrative Agent from time
to time for purposes of providing quotations of interest rates applicable to
dollar deposits in the London interbank market) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, as the rate for dollar deposits with a maturity comparable to such
Interest Period.  In the event that such rate is not available at such
time for any reason, then the “LIBO Rate” with
respect to such Eurodollar Borrowing for such Interest Period shall be the rate
at which dollar deposits of $5,000,000 and for a maturity comparable to such
Interest Period are offered by the principal London office of the Administrative
Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

         

        “Lien” means, with
respect to any asset, any mortgage, deed of trust, lien, pledge, hypothecation,
encumbrance, charge or security interest in, on or of such asset.

         

        “Loan Documents” means
this Agreement, the Collateral Documents and the Restatement
Agreement.

         

        “Loan Parties” means
the Borrower and the Subsidiary Loan Parties.

         

        “Loans” means the
loans made by the Lenders to the Borrower pursuant to this
Agreement.

         

        “Margin” means, with
respect to any Competitive Loan bearing interest at a rate based on a LIBO Rate,
the marginal rate of interest, if any, to be added to or subtracted from a LIBO
Rate to determine the rate of interest applicable to such Loan, as specified by
the Lender making such Loan in its related Competitive Bid.

         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

         

        “Material Adverse
Effect” means a material adverse effect on (a) the business,
financial position or results of operations of the Borrower and the Consolidated
Subsidiaries, taken as a whole, (b) the ability of the Borrower to perform
any of its obligations under this Agreement or (c) the rights of or
benefits available to the Lenders under this Agreement or, except during a
Release Period, the Collateral Agreement.

         

        “Material
Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit), or obligations in respect of one or more Hedging Agreements, of any one
or more of the Borrower and its Consolidated Subsidiaries in an aggregate
principal amount exceeding $100,000,000.  For purposes of determining
Material Indebtedness, the “principal amount” of the obligations of the Borrower
or any Consolidated Subsidiary in respect of any Hedging Agreement at any time
shall be the maximum aggregate amount (giving effect to any netting agreements)
that the Borrower or such Consolidated Subsidiary would be required to pay if
such Hedging Agreement were terminated at such time.

         

        “Material Subsidiary”
means any Consolidated Subsidiary that is a Domestic Subsidiary and is not an
Immaterial Subsidiary.

         

        “Minority Interest
Disposition” means a sale, transfer or other disposition by the Borrower
or any of the Subsidiaries (including the issuer thereof) of up to 20% of the
Equity Interests in any Subsidiary of the Borrower.

         

        “Moody’s” means
Moody’s Investors Service, Inc.

         

        “Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.

         

        “Non-Recourse ETC
Debt” means any Indebtedness of any ETC Entity, except to the extent such
Indebtedness is Guaranteed by, or otherwise recourse to, the Borrower or any
other Subsidiary that is not an ETC Entity.

         

        “Obligations” has the
meaning set forth in the Collateral Agreement.

         

        “Other Taxes” means
any and all present or future recording, stamp, documentary, excise, property or
similar taxes, charges or levies imposed by the United States of America or any
political subdivision thereof arising from any payment made hereunder or from
the execution, delivery or enforcement of, or otherwise with respect to, this
Agreement.

         

        “PBGC” means the
Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
successor entity performing similar functions.

         

        “Permitted
Encumbrances” means:

         

        (a) Liens
imposed by law for taxes that are not yet due;

         

        (b)
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s , landlord’s
and other like Liens imposed by law, arising in the ordinary course of business
and securing obligations that are not overdue by more than 30 days;

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

         

        (c)
pledges and deposits made in the ordinary course of business in compliance with
workers’ compensation, unemployment insurance and other social security laws or
regulations;

         

        (d)
deposits to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of
a like nature, in each case in the ordinary course of business;

         

        (e)
judgment liens in respect of judgments that do not constitute an Event of
Default under clause (j) of Section 6.01;

         

        (f)
easements, zoning restrictions, rights-of-way and similar encumbrances on real
property imposed by law or arising in the ordinary course of business that do
not secure any monetary obligations and do not materially detract from the value
of the affected property or interfere with the ordinary conduct of business of
the Borrower or any Subsidiary;

         

        (g) Liens
in favor of sellers of goods arising under Article 2 of the New York
Uniform Commercial Code or similar provisions of applicable law in the ordinary
course of business, covering only the goods sold and securing only the unpaid
purchase price for such goods and related expenses; and

         

        (h) Liens
securing obligations in respect of trade letters of credit; provided that such
Liens do not extend to any property other than the goods financed or paid for
with such letters of credit, documents of title in respect thereof and proceeds
thereof;

         

        provided that the
term “Permitted Encumbrances” shall not include any Lien securing
Indebtedness.

         

        “Permitted Holders”
means Leslie H. Wexner, all descendants of any of his grandparents, any spouse
or former spouse of any of the foregoing, any descendant of any such spouse or
former spouse, the estate of any of the foregoing, any trust for the benefit, in
whole or in part, of one or more of the foregoing and any corporation, limited
liability company, partnership or other entity Controlled by one or more of the
foregoing.

         

        “Person” means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other
entity.

         

        “Plan”  means
any employee pension benefit plan (other than a Multiemployer Plan) subject to
the provisions of Title IV of ERISA or Section 412 of the Code or
Section 302 of ERISA, and in respect of which the Borrower or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.

         

        “Prime Rate” means the
rate of interest per annum publicly announced from time to time by JPMorgan
Chase Bank, N.A., as its prime rate in effect at its principal office in New
York City; each change in the Prime Rate shall be effective from and including
the date such change is publicly announced as being effective.

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

         

        “Prior Credit
Agreement” means the Amended and Restated Five-Year Revolving Credit
Agreement dated as of August 3, 2007, among the Borrower, the lenders party
thereto and the Administrative Agent (before giving effect to the amendment and
restatement thereof on the Prior Restatement Effective Date).

         

        “Prior Restatement Effective
Date” means the “Restatement Effective Date” as defined in the Existing
Credit Agreement.

         

        “Qualifying U.S.
Assets” means any and all assets directly owned by the Consolidated
Subsidiaries that are Domestic Subsidiaries, other than (a) real property,
including improvements thereto and fixtures, (b) aircraft and (c) investments in
the Borrower or any of its Subsidiaries.  The amount or value of any
Qualifying U.S. Assets at any time shall be the book value thereof at such time
determined in accordance with GAAP.

         

        “Register” has the
meaning set forth in Section 8.04.

         

        “Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the
respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.

         

        “Release Period” means
a period (a) commencing upon the release and termination of the Guarantees of
the Subsidiary Loan Parties and the security interests in the Collateral
pursuant to Section 7.13(b) of the Collateral Agreement and (b) ending when the
Borrower is required to satisfy the Collateral and Guarantee Requirement as
provided in Section 5.16(b).

         

        “Required Lenders”
means, at any time, Lenders having Revolving Credit Exposures and unused
Commitments representing more than 50% of the sum of the total Revolving Credit
Exposures and unused Commitments at such time; provided that, for
purposes of declaring the Loans to be due and payable pursuant to Article VI,
and for all purposes after the Loans become due and payable pursuant to
Article VI or the Commitments expire or terminate, the outstanding
Competitive Loans of the Lenders shall be included in their respective Revolving
Credit Exposures in determining the Required Lenders.

         

        “Required Secured
Parties” has the meaning set forth in the Collateral
Agreement.

         

        “Restatement
Agreement” has the meaning set forth in the introductory statement of
this Agreement.

         

        “Restatement Effective
Date” has the meaning set forth in the Restatement
Agreement.

         

        “Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other
property) with respect to any Equity Interests in the Borrower or any
Consolidated Subsidiary, or any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of
any Equity Interests in the Borrower or any Consolidated Subsidiary; provided that a
dividend, distribution or payment payable solely in Equity Interests (other than
Disqualified Equity Interests) in

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

         

        the
Borrower or applicable Consolidated Subsidiary shall not constitute a Restricted
Payment.

         

        “Revolving Credit
Exposure” means Class A Revolving Credit Exposure and Class B Revolving
Credit Exposure.

         

        “Revolving Loan” means
a Class A Revolving Loan or Class B Revolving Loan.

         

        “S&P” means
Standard & Poor’s Ratings Services.

         

        “Secured Parties” has
the meaning set forth in the Collateral Agreement.

         

        “Specified Date” means
the date that is 180 days after the Class A Maturity Date.

         

        “Statutory Reserve
Percentage” means for any day the percentage (expressed as a decimal)
that is in effect on such day, as prescribed by the Board, for determining the
maximum reserve requirement for a member bank of the Federal Reserve System for
eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in
Regulation D of the Board).  Such reserve percentage shall
include those imposed pursuant to such Regulation D.  The
Statutory Reserve Percentage shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

         

        “subsidiary” means,
with respect to any Person (the “parent”) at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent’s consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity
(a) of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power or, in the case
of a partnership, more than 50% of the general partnership interests are, as of
such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

         

        “Subsidiary” means any
subsidiary of the Borrower.

         

        “Subsidiary Loan
Party” means, at any time, any Material Subsidiary that is a party to the
Collateral Agreement and has satisfied the Collateral and Guarantee Requirement
at such time.  A Consolidated Subsidiary that has satisfied the
Collateral and Guarantee Requirement shall cease to be a Subsidiary Loan Party
at such time as its Guarantee of the Obligations, and the security interests in
its assets securing the Obligations, in each case under the Collateral
Agreement, are released, subject to reinstatement as a Subsidiary Loan Party if
and when it subsequently satisfies the Collateral and Guarantee
Requirement.

         

        “Taxes” means any and
all present or future taxes, levies, imposts, duties, deductions, charges or
withholdings imposed by any Governmental Authority, including any interest,
additions to tax or penalties applicable thereto.

         

        “Test Date” means the
date of any Borrowing hereunder (other than a Borrowing made hereunder solely
for the purpose of paying maturing commercial paper

         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

         

        of the
Borrower) or the date of any issuance, amendment, renewal or extension of any
Letter of Credit; provided that any
such date shall not be a “Test Date” if, on such date, (a) if both rating
agencies shall have a Credit Rating then in effect, the Credit Ratings are BBB
and Baa2 or better or (b) if only one rating agency shall have a Credit
Rating then in effect, the Credit Rating from such rating agency is BBB or Baa2
or better.

         

        “Transactions” means
the execution, delivery and performance by each Loan Party of the Loan Documents
to which it is to be a party, the borrowing of Loans, the use of the proceeds
thereof and the issuance of Letters of Credit hereunder.

         

        “Type”, when used in
reference to any Loan or Borrowing, refers to whether the rate of interest on
such Loan, or on the Loans comprising such Borrowing, is determined by reference
to the LIBO Rate, the Alternate Base Rate or a Fixed Rate.

         

        “Unfunded Liabilities”
means, with respect to any Plan at any time, the amount (if any) by which
(a) the present value of all benefits under such Plan exceeds (b) the
fair market value of all Plan assets allocable to such benefits, all determined
as of the then most recent valuation date for such Plan, but only (i) to
the extent that such excess represents a potential liability of the Borrower or
any ERISA Affiliate to the PBGC or any other Person under Title IV of ERISA or
(ii) with respect to a Plan which is a Multiemployer Plan as described in
Section 4001(a)(3) of ERISA, to the extent of the Unfunded Liabilities of
such Plan allocable to the Borrower or any ERISA Affiliate under
Section 4212 of ERISA.

         

        “Unrestricted Basket
Conditions” means, in respect of any Investment or Restricted Payment to
be made in reliance on such conditions, the following
conditions:  (a) at the time of and after giving effect to such
Investment or Restricted Payment, no Default shall have occurred and be
continuing; (b) the ratio of (i) Consolidated Debt at the time of, and
after giving effect to, such Investment or Restricted Payment (and any related
incurrence of Indebtedness) to (ii) Consolidated EBITDA for the most recent
period of four consecutive fiscal quarters for which financial statements are
available and have been delivered pursuant to Section 5.01, is less than
3.00 to 1.00 and (c) if such Investment or Restricted Payment exceeds
$50,000,000, the Borrower shall have delivered to the Administrative Agent a
certificate of a Financial Officer to the effect that the conditions specified
in clauses (a) and (b) above are satisfied and setting forth in reasonable
detail the calculations required to establish satisfaction of the condition set
forth in clause (b) above.

         

        “Unrestricted
Subsidiary” means any Subsidiary designated as an Unrestricted Subsidiary
in a written notice sent at any time after the date of this Agreement by the
Borrower to the Administrative Agent which is engaged (a) primarily in the
business of making or discounting loans, making advances, extending credit or
providing financial accommodation to, or purchasing the obligations of, others;
(b) primarily in the business of insuring property against loss and subject
to regulation as an insurance company by any Governmental Authority;
(c) exclusively in the business of owning or leasing, and operating,
aircraft and/or trucks; (d) primarily in the ownership, management, leasing
or operation of real estate, other than parcels of real estate with respect to
which 51% or more of the rentable space is used by the Borrower or a
Consolidated Subsidiary in the normal course of business; or (e) primarily
as a carrier

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

         

        transporting
goods in both intrastate and interstate commerce; provided that
(i) the Borrower may by notice to the Administrative Agent change the
designation of any Subsidiary described in subparagraphs (a) through (e) above,
but may do so only once during the term of this Agreement, (ii) the
designation of a Subsidiary as an Unrestricted Subsidiary more than 30 days
after the creation or acquisition of such Subsidiary where such Subsidiary was
not specifically so designated within such 30 days shall be deemed to be
the only permitted change in designation and (iii) immediately after the
Borrower designates any Subsidiary whether now owned or hereafter acquired or
created as an Unrestricted Subsidiary or changes the designation of a Subsidiary
from an Unrestricted Subsidiary to a Consolidated Subsidiary, the Borrower and
all Consolidated Subsidiaries would be in compliance with all of the provisions
of this Agreement.

         

        “Value” means, when
used in Section 6.01(e) with respect to investments in and advances to a
Consolidated Subsidiary, the book value thereof immediately before the relevant
event or events referred to in Section 6.01(e) occurred with respect to
such Consolidated Subsidiary.

         

        “Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in
Part I of Subtitle E of Title IV of ERISA.

         

        SECTION
1.02.  Classification of Loans and
Borrowings.  For purposes of this Agreement, Loans may be
classified and referred to by Class (e.g., a “Class A
Revolving Loan”) or by Type (e.g., a “Eurodollar
Loan”) or by Class and Type (e.g., a “Eurodollar
Class A Revolving Loan”).  Borrowings also may be classified and
referred to by Class (e.g., a “Class A
Revolving Borrowing”) or by Type (e.g., a “Eurodollar
Borrowing”) or by Class and Type (e.g., a “Eurodollar
Class A Revolving Borrowing”).

         

        SECTION
1.03.  Terms
Generally.  The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined.  Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without
limitation”.  The word “will” shall be construed to have the same
meaning and effect as the word “shall”.  Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein), (b) any reference herein to any Person shall
be construed to include such Person’s successors and assigns, (c) the words
“herein”, “hereof” and “hereunder”, and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement and (e) the words “asset” and “property” shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

         

        
          SECTION
1.04.  Accounting Terms;
GAAP.  Except as otherwise expressly provided herein, all terms
of an accounting or financial nature shall be construed in accordance with GAAP,
as in effect from time to time; provided that, if the
Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until  such notice
shall have been withdrawn or such provision  amended in accordance
herewith.

           

           

          ARTICLE
II

           

          The
Credits

           

          SECTION
2.01.  Commitments.  i)  Subject
to the terms and conditions set forth herein, each Class A Lender agrees to make
Class A Revolving Loans to the Borrower from time to time during the Class A
Availability Period in an aggregate principal amount that (after giving effect
to the making of such Class A Revolving Loans and any other Loans being made or
Letters of Credit being issued on the same date and any concurrent repayment of
Loans and reimbursement of LC Disbursements) will not result in (i) such Class A
Lender’s Class A Revolving Credit Exposure exceeding such Class A Lender’s Class
A Commitment, (ii) the sum of the total Class A Revolving Credit Exposures
plus the aggregate principal amount of outstanding Class A Competitive
Loans exceeding the total Class A Commitments or (iii) the sum of the total
Revolving Credit Exposures plus the aggregate principal amount of outstanding
Competitive Loans exceeding the total Commitments.

           

          (b)
Subject to the terms and conditions set forth herein, each Class B Lender agrees
to make Class B Revolving Loans to the Borrower from time to time during the
Class B Availability Period in an aggregate principal amount that (after giving
effect to the making of such Class B Revolving Loans and any other Loans being
made or Letters of Credit being issued on the same date and any concurrent
repayment of Loans) will not result in (i) such Class B Lender’s Class B
Revolving Credit Exposure exceeding such Class B Lender’s Class B Commitment or
(ii) the sum of the total Revolving Credit Exposures plus the aggregate
principal amount of outstanding Competitive Loans exceeding the total
Commitments.

           

          (c)
Within the foregoing limits and subject to the terms and conditions set forth
herein, the Borrower may separately borrow, prepay and reborrow Revolving Loans
under either Class.

           

          SECTION
2.02.  Loans
and Borrowings.  b)  Each Revolving Loan of either
Class shall be made as part of a Borrowing consisting of Revolving Loans of
such

           

          
            
              
              

            

            
              22

              
                

              

            

            
              
              

            

          

           

          Class
made by the Lenders of such Class ratably in accordance with their respective
Commitments of such Class.  Each Competitive Loan shall be made in
accordance with the procedures set forth in Section 2.04.  The failure
of any Lender to make any Loan required to be made by it shall not relieve any
other Lender of its obligations hereunder; provided that the
Commitments and Competitive Bids of the Lenders are several and no Lender shall
be responsible for any other Lender’s failure to make Loans as
required.

           

          (b) Subject to Section 2.13, (i) each Revolving
Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the
Borrower may request in accordance herewith, and (ii) each Competitive
Borrowing shall be comprised entirely of Eurodollar Loans or Fixed Rate Loans as
the Borrower may request in accordance herewith.  Each Lender at its
option may make any Eurodollar Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan; provided
that any exercise of such option shall not affect the obligation of the Borrower
to repay such Loan in accordance with the terms of this
Agreement.

           

          (c)
At the commencement of each Interest Period for any Eurodollar Revolving
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $20,000,000.  At the time
that each ABR Revolving Borrowing is made, such Borrowing shall be in an
aggregate amount that is an integral multiple of $1,000,000 and not less than
$20,000,000; provided
that an ABR Revolving Borrowing of any Class may be in an aggregate amount that
is equal to the entire unused balance of the total Commitments of such Class or
in an aggregate amount that is required to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.05(e) or to provide cash collateral as
contemplated by Section 2.19.  Each Competitive Borrowing shall be in
an aggregate amount that is an integral multiple of $1,000,000 and not less than
$20,000,000.  Borrowings of more than one Type and Class may be
outstanding at the same time; provided
that there shall not at any time be more than a total of 12 Class A Eurodollar
Revolving Borrowings or more than a total of 6 Class B Eurodollar Revolving
Borrowings outstanding.

           

          SECTION
2.03.  Requests for Revolving
Borrowings.   To request a Revolving Borrowing, the
Borrower shall notify the Administrative Agent of such request by telephone (a)
in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New
York City time, three Business Days before the date of the proposed
Borrowing and (b) in the case of an ABR Borrowing, not later than 11:00 a.m.,
New York City time, on the date of the proposed Borrowing.  Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Borrower.  Each such telephonic and written Borrowing Request
shall specify the following information in compliance with
Section 2.02:

           

          (i) the
aggregate amount (expressed in dollars) and Class (either Class A or Class B) of
the requested Borrowing;

           

          (ii) the
date of such Borrowing, which shall be a Business Day;

           

          
            
              
              

            

            
              23

              
                

              

            

            
              
              

            

          

           

          (iii)
whether such Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing;

           

          (iv) in
the case of a Eurodollar Borrowing, the initial Interest Period to be applicable
thereto, which shall be a period contemplated by the definition of the term
“Interest Period”; and

           

          (v) the
location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section
2.06.

           

          If no
election as to the Class of any Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be a Class A Revolving
Borrowing.  If no election as to the Type of Revolving Borrowing is
specified, then the requested Revolving Borrowing shall be an ABR
Borrowing.  If no Interest Period is specified with respect to any
requested Eurodollar Revolving Borrowing, then the Borrower shall be deemed to
have selected an Interest Period of one month’s duration.  Promptly
following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender’s Loan to be made as part of the requested
Borrowing.

           

          SECTION
2.04.  Competitive Bid
Procedure.  i)  Subject to the terms and conditions
set forth herein, from time to time during the Class A Availability Period the
Borrower may request Competitive Bids and may (but shall not have any obligation
to) accept Competitive Bids and borrow Competitive Loans; provided that after
giving effect to the borrowing of such Competitive Loans and any other Loans
being made or Letters of Credit being issued on the same date and any concurrent
repayment of Loans and reimbursement of LC Disbursements (i) the sum of the
total Class A Revolving Credit Exposures plus the aggregate principal
amount of outstanding Class A Competitive Loans shall not exceed the total
Class A Revolving Commitments and (ii) the sum of the total Revolving
Credit Exposures plus the aggregate principal amount of outstanding Competitive
Loans at any time shall not exceed the total Commitments.  To request
Competitive Bids, the Borrower shall notify the Administrative Agent of such
request by telephone, (a) in the case of a Eurodollar Borrowing, not later
than 11:00 a.m., New York City time, four Business Days before the date of the
proposed Borrowing and (b) in the case of a Fixed Rate Borrowing, not later
than 10:00 a.m., New York City time, one Business Day before the date of the
proposed Borrowing; provided that the
Borrower may submit up to (but not more than) five Competitive Bid Requests on
the same day, but a Competitive Bid Request shall not be made within three
Business Days after the date of any previous Competitive Bid Request, unless any
and all such previous Competitive Bid Requests shall have been withdrawn or all
Competitive Bids received in response thereto rejected.  Each such
telephonic Competitive Bid Request shall be confirmed promptly by hand delivery
or telecopy to the Administrative Agent of a written Competitive Bid Request in
a form approved by the Administrative Agent and signed by the
Borrower.  Each such telephonic and written Competitive Bid Request
shall specify the following information in compliance with Section
2.02:

           

          (i) the
aggregate amount of the requested Borrowing;

           

          
            
              
              

            

            
              24

              
                

              

            

            
              
              

            

          

           

          (ii) the
date of such Borrowing, which shall be a Business Day;

           

          (iii)
whether such Borrowing is to be a Eurodollar Borrowing or a Fixed Rate
Borrowing;

           

          (iv) the
Interest Period to be applicable to such Borrowing, which shall be a period
contemplated by the definition of the term “Interest Period”; and

           

          (v) the
location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section
2.06.

           

          Promptly
following receipt of a Competitive Bid Request in accordance with this Section,
the Administrative Agent shall notify the Lenders of the details thereof by
telecopy, inviting the Lenders to submit Competitive Bids; provided that only
Class A Lenders will be invited to submit Competitive Bids in respect of a
Class A Competitive Loan.

           

          (b)
Each Lender (other than a Class B Lender, in the case of a Competitive Bid
Request for Class A Competitive Loans) may (but shall not have any
obligation to) make one or more Competitive Bids to the Borrower in response to
a Competitive Bid Request.  Each Competitive Bid by a Lender must be
in a form approved by the Administrative Agent and must be received by the
Administrative Agent by telecopy, (x) in the case of a Eurodollar
Competitive Borrowing, not later than 9:30 a.m., New York City time, three
Business Days before the proposed date of such Competitive Borrowing and
(y) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m.,
New York City time, on the proposed date of such Competitive
Borrowing.  Competitive Bids that do not conform substantially to the
form approved by the Administrative Agent may be rejected by the Administrative
Agent, and the Administrative Agent shall notify the applicable Lender as
promptly as practicable.  Each Competitive Bid shall specify
(i) the principal amount (which shall be a minimum of $5,000,000 and an
integral multiple of $1,000,000 and which may equal the entire principal amount
of the Competitive Borrowing requested by the Borrower) of the Competitive Loan
or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate
or Rates at which the Lender is prepared to make such Loan or Loans (expressed
as a percentage rate per annum in the form of a decimal to no more than four
decimal places) and (iii) the Interest Period applicable to each such Loan
and the last day thereof.

           

          (c)
The Administrative Agent shall promptly notify the Borrower by telecopy of the
Competitive Bid Rate and the principal amount specified in each Competitive Bid
and the identity of the Lender that shall have made such Competitive
Bid.

           

          (d)
Subject only to the provisions of this paragraph, the Borrower may accept or
reject any Competitive Bid.  The Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopy in a form approved by
the Administrative Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, (x) in the case of a Eurodollar Competitive
Borrowing, not later than 10:30 a.m., New York City time, three Business
Days before the date of the proposed Competitive Borrowing and (y) in the
case of a Fixed Rate Borrowing, not later than 10:30 a.m., New

           

          
            
              
              

            

            
              25

              
                

              

            

            
              
              

            

          

           

          York
City time, on the proposed date of the Competitive Borrowing; provided
that (i) the failure of the Borrower to give such notice shall be deemed to
be a rejection of each Competitive Bid, (ii) the Borrower shall not accept
a Competitive Bid made at a particular Competitive Bid Rate if the Borrower
rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the
aggregate amount of the Competitive Bids accepted by the Borrower shall not
exceed the aggregate amount of the requested Competitive Borrowing specified in
the related Competitive Bid Request, (iv) to the extent necessary to comply
with clause (iii) above, the Borrower may accept Competitive Bids at the same
Competitive Bid Rate in part, which acceptance, in the case of multiple
Competitive Bids at such Competitive Bid Rate, shall be made pro rata in
accordance with the amount of each such Competitive Bid, and (v) except
pursuant to clause (iv) above, no Competitive Bid shall be accepted for a
Competitive Loan unless such Competitive Loan is in a minimum principal amount
of $5,000,000 and an integral multiple of $1,000,000; provided
further that if a Competitive Loan must be in an amount less than
$5,000,000 because of the provisions of clause (iv) above, such Competitive Loan
may be for a minimum of $1,000,000 or any integral multiple thereof, and in
calculating the pro rata allocation of acceptances of portions of multiple
Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv)
the amounts shall be rounded to integral multiples of $1,000,000 in a manner
determined by the Borrower.  A notice given by the Borrower pursuant
to this paragraph shall be irrevocable.

           

          (e)
The Administrative Agent shall promptly notify each bidding Lender by telecopy
whether or not its Competitive Bid has been accepted (and, if so, the amount and
Competitive Bid Rate so accepted), and each successful bidder will thereupon
become bound, subject to the terms and conditions hereof, to make the
Competitive Loan in respect of which its Competitive Bid has been
accepted.

           

          (f)
If the Administrative Agent shall elect to submit a Competitive Bid in its
capacity as a Lender, it shall submit such Competitive Bid directly to the
Borrower at least one quarter of an hour earlier than the time by which the
other Lenders are required to submit their Competitive Bids to the
Administrative Agent pursuant to paragraph (b) of this Section.

           

          SECTION
2.05.  Letters of
Credit.  (a) General.  Subject
to the terms and conditions set forth herein, the Borrower may request the
issuance of Letters of Credit, in a form reasonably acceptable to the
Administrative Agent and the applicable Issuing Bank, at any time and from time
to time during the Class A Availability Period.  In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by the Borrower to, or entered into by the Borrower with, an Issuing
Bank relating to any Letter of Credit, the terms and conditions of this
Agreement shall control.  The parties hereto acknowledge and agree
that (i) Letters of Credit may be issued to support obligations of Subsidiaries
of the Borrower as well as the Borrower, (ii) Letters of Credit issued to
support obligations of a Subsidiary may state that they are issued for such
Subsidiary’s account and (iii) regardless of any such statement in any Letter of
Credit, the Borrower is the “account party” in
respect of all Letters of Credit and will be responsible for reimbursement of LC
Disbursements as provided herein.  

           

          
            
              
              

            

            
              26

              
                

              

            

            
              
              

            

          

           

          Notwithstanding
anything to the contrary contained in this Agreement, it is understood and
agreed that, except as separately agreed between such Issuing Bank and the
Borrower, no Issuing Bank shall have an obligation hereunder to issue any Letter
of Credit.

           

          (b)
Notice
of Issuance, Amendment, Renewal, Extension; Certain
Conditions.  To request the issuance of a Letter of Credit (or
the amendment, renewal or extension of an outstanding Letter of Credit), the
Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the relevant
Issuing Bank) to the relevant Issuing Bank and the Administrative Agent
(reasonably in advance of the requested date of issuance, amendment, renewal or
extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, and
specifying the date of issuance, amendment, renewal or extension (which shall be
a Business Day), the date on which such Letter of Credit is to expire (which
shall comply with paragraph (c) of this Section), the amount of such Letter
of Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit.  If requested by the relevant Issuing Bank, the Borrower
also shall submit a letter of credit application on such Issuing Bank’s standard
form in connection with any request for a Letter of Credit.  A Letter
of Credit shall be issued, amended, renewed or extended only if (and upon
issuance, amendment, renewal or extension of each Letter of Credit the Borrower
shall be deemed to represent and warrant that), after giving effect to such
issuance, amendment, renewal or extension (i) the LC Exposure shall not
exceed $500,000,000, (ii) the sum of the total Class A Revolving Credit
Exposures plus the aggregate principal amount of outstanding Class A
Competitive Loans shall not exceed the total Class A Commitments, (iii) the
sum of the total Revolving Credit Exposures plus the aggregate principal amount
of outstanding Competitive Loans shall not exceed the total Commitments and
(iv) no Class A Lender’s Class A Revolving Credit Exposure shall exceed its
Class A Commitment.

           

          (c)
Expiration
Date.  Each Letter of Credit shall expire at or prior to the
close of business on the earlier of (i) the date one year after the date of
the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension); provided
that a Letter of Credit may be subject to customary “evergreen” provisions
pursuant to which the expiration date thereof shall be automatically extended
for a period of up to one year (subject to clause (ii) of this sentence)
unless notice to the contrary shall have been given by any Issuing Bank in
respect thereof by a specified date, and (ii) the date that is five
Business Days prior to the Class A Maturity Date.

           

          (d)
Participations.  By
the issuance of a Letter of Credit (or an amendment to a Letter of Credit
increasing the amount thereof) and without any further action on the part of the
relevant Issuing Bank or the Class A Lenders, such Issuing Bank hereby grants to
each Class A Lender, and each Class A Lender hereby acquires from such Issuing
Bank, a participation in such Letter of Credit equal to such Class A Lender’s
Applicable Class A Percentage of the aggregate amount available to be drawn
under such Letter of Credit, subject to any LC Exposure
Reallocation.  In consideration and in furtherance of

           

          
            
              
              

            

            
              27

              
                

              

            

            
              
              

            

          

           

          the
foregoing, each Class A Lender hereby absolutely and unconditionally agrees to
pay to the Administrative Agent, for the account of such Issuing Bank, such
Class A Lender’s Applicable Class A Percentage of each LC Disbursement made by
such Issuing Bank and not reimbursed by the Borrower on the date due as provided
in paragraph (e) of this Section, or of any reimbursement payment required to be
refunded to the Borrower for any reason, subject to any LC Exposure
Reallocation.  Each Class A Lender acknowledges and agrees that its
obligation to acquire participations pursuant to this paragraph in respect of
Letters of Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Class A Commitments, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever.

           

          (e)
Reimbursement.  If
any Issuing Bank shall make any LC Disbursement in respect of a Letter of
Credit, the Borrower shall reimburse such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than
12:00 noon, New York City time, on the next Business Day after the date that
such LC Disbursement is made, if the Borrower shall have received notice of such
LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if
such notice has not been received by the Borrower prior to such time on such
date, then not later than 12:00 noon, New York City time, on (i) the Business
Day that the Borrower receives such notice, if such notice is received prior to
10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day
immediately following the day that the Borrower receives such notice, if such
notice is not received prior to such time on the day of receipt; provided
that the Borrower may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.03 that such payment be financed with an
ABR Revolving Borrowing in an equivalent amount and, to the extent so financed,
the Borrower’s obligation to make such payment shall be discharged and replaced
by the resulting ABR Revolving Borrowing.  If the Borrower fails to
make such payment when due, the Administrative Agent shall notify each Class A
Lender of the applicable LC Disbursement, the payment then due from the Borrower
in respect thereof and such Class A Lender’s Applicable Class A Percentage
thereof (subject to any LC Exposure Reallocation).  Promptly following
receipt of such notice, each Class A Lender shall pay to the Administrative
Agent its Applicable Class A Percentage (subject to any LC Exposure
Reallocation) of the payment then due from the Borrower, in the same manner as
provided in Section 2.06 with respect to Loans made by such Class A Lender
(and Section 2.06 shall apply, mutatis
mutandis,
to the payment obligations of the Class A Lenders), and the Administrative Agent
shall promptly pay such Issuing Bank the amounts so received by it from the
Class A Lenders.  Promptly following receipt by the Administrative
Agent of any payment from the Borrower pursuant to this paragraph, the
Administrative Agent shall distribute such payment to such Issuing Bank or, to
the extent that Class A Lenders have made payments pursuant to this paragraph to
reimburse such Issuing Bank, then to such Class A Lenders and such Issuing Bank
as their interests may appear.  Any payment made by a Class A Lender
pursuant to this paragraph to reimburse such Issuing Bank for any LC
Disbursement (other than the funding of ABR Revolving Loans as contemplated
above) shall not constitute a Loan and shall not relieve the Borrower of its
obligation to reimburse such LC Disbursement.

           

          
            
              
              

            

            
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          (f)
Obligations
Absolute.  The Borrower’s obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or any other term or provision in this Agreement, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by any Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower’s obligations
hereunder.  Neither the Administrative Agent, the Lenders nor any
Issuing Bank, nor any of their Related Parties, shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of any Issuing Bank; provided
that the foregoing shall not be construed to excuse any Issuing Bank from
liability to the Borrower to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by the
Borrower to the extent permitted by applicable law) suffered by the Borrower
that are caused by such Issuing Bank’s failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof or such Issuing Bank’s failure to make an LC Disbursement
under a Letter of Credit upon presentation to it of documents strictly complying
with such Letter of Credit.  The parties hereto expressly agree that,
in the absence of gross negligence or willful misconduct on the part of any
Issuing Bank (as finally determined by a court of competent jurisdiction), such
Issuing Bank shall be deemed to have exercised care in each such
determination.  In furtherance of the foregoing and without limiting
the generality thereof, the parties agree that, with respect to documents
presented which appear on their face to be in substantial compliance with the
terms of a Letter of Credit, such Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for
further investigation, regardless of any notice or information to the contrary,
or refuse to accept and make payment upon such documents if such documents are
not in strict compliance with the terms of such Letter of Credit.

           

          (g)
Disbursement
Procedures.  Any Issuing Bank shall, promptly following its
receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit.  Such Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether such Issuing Bank has made or
will make an LC Disbursement thereunder; provided
that any failure to give or delay in giving such notice

           

          
            
              
              

            

            
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          shall
not relieve the Borrower of its obligation to reimburse such Issuing Bank and
the Class A Lenders with respect to any such LC Disbursement.

           

          (h)
Interim
Interest.  If any Issuing Bank shall make any LC Disbursement,
then, unless the Borrower shall reimburse such LC Disbursement in full on the
later of (i) the date when such LC Disbursement is made and (ii) the date upon
which the Borrower receives notice of such LC Disbursement pursuant to
paragraph (g) above (such later date, the “Interest
Commencement Date”), the unpaid amount thereof shall bear interest, for
each day from and including the Interest Commencement Date to but excluding the
date that reimbursement of such LC Distribution is due pursuant to paragraph (e)
of this Section at the rate provided in Section 2.12(a) with respect to ABR
Class A Revolving Loans and, if not so reimbursed on the date due pursuant
to such paragraph (e), then from and including such date so due to but excluding
the date that the Borrower reimburses such LC Disbursement, at the rate provided
in Section 2.12(d) with respect to ABR Class A Revolving
Loans.  Interest accrued pursuant to this paragraph shall be for the
account of such Issuing Bank, except that interest accrued on and after the date
of payment by any Class A Lender pursuant to paragraph (e) of this Section,
to reimburse such Issuing Bank shall be for the account of such Class A
Lender to the extent of such payment.

           

          (i)
Replacement
of an Issuing Bank.  Any Issuing Bank may be replaced at any
time by written agreement among the Borrower and the successor Issuing
Bank.  The Borrower shall notify the Administrative Agent, the
replaced Issuing Bank and the Class A Lenders of any such replacement of any
Issuing Bank.  At the time any such replacement shall become
effective, the Borrower shall pay all unpaid fees payable by the Borrower that
have accrued for the account of any replaced Issuing Bank pursuant to Section
2.11(b).  From and after the effective date of any such replacement,
(i) the successor Issuing Bank shall have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term “Issuing
Bank” shall be deemed to refer to such successor or to any previous
Issuing Bank, or to such successor and all previous Issuing Banks, as the
context shall require.  After the replacement of any Issuing Bank
hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such
replacement, but shall not be required to issue additional Letters of
Credit.

           

          (j)
Cash
Collateralization.  If any Event of Default shall occur and be
continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
have been accelerated, Lenders with LC Exposure representing greater than 50% of
the total LC Exposure) demanding the deposit of cash collateral pursuant to this
paragraph, the Borrower shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the
Lenders, an amount in cash equal to the LC Exposure as of such date plus any
accrued and unpaid interest thereon; provided
that the obligation to deposit such cash collateral shall become effective
immediately, and such deposit shall become immediately due and payable, without
demand or other notice of any kind, upon the occurrence of any Event of Default
with respect to the Borrower

           

          
            
              
              

            

            
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          described
in clause (e) of Section 6.01.  The Borrower also shall deposit cash
collateral pursuant to this paragraph as and to the extent required by Section
2.19(a).  Each such deposit shall be held by the Administrative Agent
as collateral for the payment and performance of the obligations of the Borrower
under this Agreement.  The Administrative Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over such
account.  Other than any interest earned on the investment of such
deposits, which investments shall be made at the option and sole discretion of
the Administrative Agent and at the Borrower’s risk and expense, such deposits
shall not bear interest.  Interest or profits, if any, on such
investments shall (i) in the case of cash collateral deposited pursuant to the
first sentence of this Section 2.05(j), accumulate in such account and (ii) in
the case of cash collateral deposited pursuant to Section 2.19(a), be remitted
to the Borrower promptly by the Administrative Agent unless an Event of Default
has occurred and is continuing.  Cash collateral deposited pursuant to
the first sentence of this Section 2.05(j) (and interest and profits in respect
thereof accumulated in such account pursuant to clause (i) of the preceding
sentence) shall be applied by the Administrative Agent to reimburse any Issuing
Bank for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of the Borrower for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated (but subject to the consent of Class A Lenders
with LC Exposure representing greater than 50% of the total LC Exposure and, in
the case of cash collateral required by Section 2.19(a), the consent of the
Issuing Banks with outstanding Letters of Credit), be applied to satisfy other
obligations of the Borrower under this Agreement.  Cash collateral
deposited pursuant to Section 2.19(a) in respect of any Defaulting Lender shall
be applied by the Administrative Agent to such Defaulting Lender’s Applicable
Class A Percentage of any LC Disbursements for which it has not been
reimbursed.  If the Borrower is required to provide an amount of cash
collateral hereunder as a result of the occurrence of an Event of Default or
pursuant to Section 2.19(a), such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three Business Days after
all Events of Default have been cured or waived or such amount is no longer
required in order to comply with Section 2.19(a) (and no Event of Default has
occurred and is continuing), as applicable.

           

          SECTION
2.06.  Funding of
Borrowings.  (a)  Each Lender shall make each Loan to
be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account of
the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders.  The Administrative Agent will make such Loans
available to the Borrower by promptly crediting the amounts so received, in like
funds, to an account of the Borrower maintained with the Administrative Agent in
New York City and designated by the Borrower in the applicable Borrowing Request
or Competitive Bid Request; provided that ABR
Revolving Loans made to finance the reimbursement of an LC Disbursement as
provided in Section 2.05(e) shall be remitted by the Administrative Agent to the
applicable Issuing Bank.

           

          (b)
Unless the Administrative Agent shall have received notice from a Lender prior
to the proposed date of any Borrowing that such Lender will not make available
to the Administrative Agent such Lender’s share of such Borrowing,
the

           

          
            
              
              

            

            
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          Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount.  In
such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and
the Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (i) in the case of
such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation or (ii) in the case of the Borrower, the greater of
the interest rate applicable to the Loans of the other Lenders included in the
applicable Borrowing and a rate determined by the Administrative Agent to equal
its cost of funds for funding such amount.  If such Lender pays such
amount to the Administrative Agent, then such amount shall constitute such
Lender’s Loan included in such Borrowing.

           

          SECTION
2.07.  Interest
Elections.  (a)  Each Revolving Borrowing initially
shall be of the Class and Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar Revolving Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request.  Thereafter,
the Borrower may elect to convert such Borrowing to a different Type or to
continue such Borrowing and, in the case of a Eurodollar Revolving Borrowing,
may elect Interest Periods therefor, all as provided in this
Section.  The Borrower may elect different options with respect to
different portions of the affected Borrowing, in which case each such portion
shall be allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing.  This Section shall not apply to Competitive
Borrowings, which may not be converted or continued.  Notwithstanding
any other provision of this Section, the Borrower shall not be permitted to
change the Class of any Borrowing.

           

          (b)
To make an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing
Request would be required under Section 2.03 if the Borrower were requesting a
Revolving Borrowing of the Type resulting from such election to be made on the
effective date of such election.  Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
Borrower.

           

          (c)
Each telephonic and written Interest Election Request shall specify the
following information in compliance with Section 2.02:

           

          (i) the
Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the
portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) below shall be
specified for each resulting Borrowing);

           

          
            
              
              

            

            
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          (ii) the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;

           

          (iii)
whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing; and

           

          (iv) if
the resulting Borrowing is to be a Eurodollar Borrowing, the Interest Period to
be applicable thereto after giving effect to such election, which shall be a
period contemplated by the definition of the term “Interest
Period”.

           

          If any
such Interest Election Request requests a Eurodollar Borrowing but does not
specify an Interest Period, then the Borrower shall be deemed to have selected
an Interest Period of one month’s duration.

           

          (d)
Promptly following receipt of an Interest Election Request, the Administrative
Agent shall advise each participating Lender of the details thereof and of such
Lender’s portion of each resulting Borrowing.

           

          (e)
If the Borrower fails to deliver a timely Interest Election Request with respect
to a Eurodollar Revolving Borrowing prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at
the end of such Interest Period such Borrowing shall be converted to an ABR
Borrowing.

           

          SECTION
2.08.  Termination, Reduction and
Increase of Commitments.  (a) Unless previously terminated, (i)
the Class A Commitments shall terminate on the Class A Maturity Date and (ii)
the Class B Commitments shall terminate on the Class B Maturity
Date.

           

          (b)
The Borrower may at any time terminate, or from time to time reduce, the
Commitments of either Class; provided
that (i) each reduction of the Commitments of a Class shall be in an amount
that is an integral multiple of $1,000,000 and not less than $25,000,000 and
(ii) the Borrower shall not terminate or reduce the Commitments of a Class
if, after giving effect to any concurrent prepayment of the Loans in accordance
with Section 2.10 and, if applicable, reimbursement of LC Disbursements in
accordance with Section 2.05(c), (A) the sum of the Revolving Credit
Exposures plus the aggregate principal amount of outstanding Competitive Loans
would exceed the total Commitments or (B) the sum of the Revolving Credit
Exposures of such Class (plus, in the case of any determination relating to the
Class A Commitments, the aggregate principal amount of outstanding
Class A Competitive Loans) would exceed the total Commitments of such
Class.

           

          (c)
The Borrower shall notify the Administrative Agent of any election to terminate
or reduce the Commitments of either Class under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof.  Promptly following receipt of any notice, the Administrative
Agent shall advise the Lenders of the applicable Class of the contents
thereof.  Each notice delivered by the Borrower pursuant to this
Section shall be irrevocable; provided
that a notice of termination of the Commitments of either Class

           

          
            
              
              

            

            
              33

              
                

              

            

            
              
              

            

          

           

          delivered
by the Borrower may state that such notice is conditioned upon the effectiveness
of other credit facilities, in which case such notice may be revoked by the
Borrower (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied.  Any termination
or reduction of the Commitments of either Class shall be
permanent.  Each reduction of the Commitments of either Class (other
than a termination of the Commitment of a Defaulting Lender of either Class
pursuant to Section 2.18(c)) shall be made ratably among the Lenders of such
Class in accordance with their respective Commitments of such
Class.

           

          (d)
At any time during a Release Period, the Borrower may, by written notice to the
Administrative Agent, executed by the Borrower and one or more financial
institutions (any such financial institution referred to in this Section being
called an “Increasing
Lender”), which may include any Lender, cause Class A Commitments of the
Increasing Lenders to become effective (or, in the case of an Increasing Lender
that is an existing Class A Lender, cause its Class A Commitment to be
increased, as the case may be) in an amount for each Increasing Lender set forth
in such notice; provided
that (i) the aggregate amount of all Commitments hereunder, after giving effect
to new Class A Commitments and increases in existing Class A Commitments
pursuant to this paragraph, shall not exceed $1,250,000,000, (ii) each
Increasing Lender, if not already a Lender hereunder, shall be subject to the
approval of the Administrative Agent (which approval shall not be unreasonably
withheld) and (iii) each Increasing Lender, if not already a Lender hereunder,
shall become a party to this Agreement by completing and delivering to the
Administrative Agent a duly executed accession agreement in a form satisfactory
to the Administrative Agent and the Borrower.  New Class A Commitments
and increases in Class A Commitments pursuant to this Section shall become
effective on the date specified in the applicable notices delivered pursuant to
this Section.  Following any extension of a new Class A Commitment or
increase of a Class A Lender’s Class A Commitment pursuant to this paragraph,
any Class A Revolving Loans outstanding prior to the effectiveness of such
increase or extension shall continue outstanding until the ends of the
respective Interest Periods applicable thereto, and shall then be repaid or
refinanced with new Class A Revolving Loans made pursuant to Section
2.01.  Following any increase in the Class A Commitments pursuant to
this paragraph, the Borrower will use its reasonable best efforts to ensure
that, to the extent there are outstanding Class A Revolving Loans, each Class A
Lender’s outstanding Class A Revolving Loans will be in accordance with such
Class A Lender’s pro rata portion of the Class A Commitments.

           

          SECTION
2.09.  Repayment of Loans;
Evidence of Indebtedness.  (a) The Borrower hereby
unconditionally promises to pay (i) to the Administrative Agent for the account
of each Lender of the applicable Class the then unpaid principal amount of each
Class A Revolving Loan on the Class A Maturity Date and each Class B Revolving
Loan on the Class B Maturity Date and (ii) to the Administrative Agent for the
account of each Lender that shall have made any Competitive Loan the then unpaid
principal amount of each Competitive Loan of such Lender on the last day of the
Interest Period applicable to such Loan.

           

          (b)
Each Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender

           

          
            
              
              

            

            
              34

              
                

              

            

            
              
              

            

          

           

          resulting
from each Loan made by such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time
hereunder.

           

          (c)
The Administrative Agent shall maintain accounts in which it shall record
(i) the amount of each Loan made hereunder, the Class and Type thereof and
the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder for the account of the Lenders and each Lender’s
share thereof.

           

          (d)
The entries made in the accounts maintained pursuant to paragraph (b)
or (c) of this Section shall be prima facie evidence of the existence and
amounts of the obligations recorded therein; provided
that the failure of any Lender or the Administrative Agent to maintain such
accounts or any error therein shall not in any manner affect the obligation of
the Borrower to repay the Loans in accordance with the terms of this
Agreement.

           

          (e)
Any Lender may request that Loans made by it be evidenced by a promissory
note.  In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent.  Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 8.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

           

          SECTION
2.10.  Prepayment of
Loans.  (a)  The Borrower shall have the right at any
time and from time to time to prepay any Borrowing in whole or in part, subject
to prior notice in accordance with paragraph (b) of this Section; provided that the
Borrower shall not have the right to prepay any Competitive Loan without the
prior consent of the Lender thereof.

           

          (b)
The Borrower shall notify the Administrative Agent by telephone (confirmed by
telecopy) of any prepayment hereunder (i) in the case of prepayment of a
Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment and (ii) in the case of
prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York
City time, on the date of prepayment.  Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; provided
that, if a notice of prepayment is given in connection with a conditional notice
of termination of the Commitments of either Class as contemplated by
Section 2.08, then such notice of prepayment may be revoked if such notice
of termination is revoked in accordance with
Section 2.08.  Promptly following receipt of any such notice
relating to a Revolving Borrowing, the Administrative Agent shall advise the
participating Lenders of the contents thereof.   Each partial
prepayment of any Revolving Borrowing shall be in an amount that would be
permitted in the case of an advance of a Revolving Borrowing of

           

          
            
              
              

            

            
              35

              
                

              

            

            
              
              

            

          

           

          the
same Type as provided in Section 2.02.  Each prepayment of a Revolving
Borrowing (other than a prepayment of the Loans of a Defaulting Lender pursuant
to Section 2.18(c)) shall be applied ratably to the Loans included in the
prepaid Borrowing.  Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.12.

           

          SECTION
2.11.  Fees.  (a)  The
Borrower agrees to pay to the Administrative Agent for the account of each
Lender a commitment fee, which shall accrue at the Applicable Rate on the daily
unused amount of the Commitment of such Lender during the period from and
including the Restatement Effective Date to but excluding the date on which such
Commitment terminates.  Accrued commitment fees shall be payable in
arrears on the last day of March, June, September and December of each year and
on the Class A Maturity Date or Class B Maturity Date (as applicable),
commencing on the first such date to occur after the date hereof.  All
commitment fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but
excluding the last day).  For purposes of computing commitment fees,
the Commitment of a Lender shall be deemed to be used to the extent of the
outstanding Revolving Loans and LC Exposure of such Lender (and the outstanding
Competitive Loans of such Lender shall be disregarded for such
purpose).

           

          (b) The
Borrower agrees to pay (i) to the Administrative Agent for the account of each
Class A Lender a participation fee with respect to its participations in Letters
of Credit, which shall accrue at the Applicable Rate on the daily amount of the
LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Restatement Effective
Date to but excluding the later of the date on which such Class A Lender’s Class
A Commitment terminates and the date on which such Class A Lender ceases to have
any LC Exposure, and (ii) to the relevant Issuing Bank a fronting fee, which
shall accrue at the rate or rates per annum separately agreed upon between the
Borrower and such Issuing Bank on the daily amount of the LC Exposure (excluding
any portion thereof attributable to unreimbursed LC Disbursements) during the
period from and including the Restatement Effective Date to but excluding the
later of the date of termination of the Class A Commitments and the date on
which there ceases to be any LC Exposure, as well as such Issuing Bank’s
standard fees with respect to the issuance, amendment, renewal or extension of
any Letter of Credit or processing of drawings thereunder. Participation and
fronting fees accrued through and including the last day of March, June,
September and December of each year shall be payable on the third Business Day
following such last day, commencing on the first such date to occur after the
Restatement Effective Date; provided that all
such fees shall be payable on the date on which the Class A Commitments
terminate and any such fees accruing after the date on which the Class A
Commitments terminate shall be payable on demand.  Any other fees
payable by the Borrower to any Issuing Bank pursuant to this paragraph shall be
payable within 10 days after demand.  All participation and fronting
fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the
last day).  In addition to the fees referred to above, each Issuing
Bank (i) may collect customary drawing fees from beneficiaries of Letters of
Credit

        

         

        
          
            
            

          

          
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      issued by
it and (ii) may require that Letters of Credit issued by it contain customary
provisions for such drawing fees.

      


      (c) The
Borrower agrees to pay to the Administrative Agent, for its own account and for
the account of the initial Lenders, fees in the amounts and at the times
separately agreed upon between the Borrower and the Administrative
Agent.

      


      (d) All
fees payable by the Borrower hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (or to the relevant
Issuing Bank, in the case of fees payable by the Borrower to it) for
distribution to the parties entitled thereto. Fees paid by the Borrower shall
not be refundable under any circumstances.

      


      SECTION
2.12. Interest.
(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate
Base Rate plus the Applicable Rate.

      


      
        	
                (b)  

              	
                The
      Loans comprising each Eurodollar Borrowing shall bear
    interest

              


      

      (i) in the
case of a Eurodollar Revolving Loan, at the LIBO Rate for the Interest Period in
effect for such Borrowing plus the Applicable Rate, or (ii) in the case of a
Eurodollar Competitive Loan, at the LIBO Rate for the Interest Period in effect
for such Borrowing plus (or minus, as applicable) the Margin applicable to such
Loan.

      


      
        	
                (c)  

              	
                Each
      Fixed Rate Loan shall bear interest at the Fixed Rate
      applicable

              


      

      to such
Loan.

      


      (d)
Notwithstanding the foregoing, if any principal of or interest on any Loan or
any fee or other amount payable by the Borrower hereunder is not paid when due,
whether at stated maturity, upon acceleration or otherwise, such overdue amount
shall bear interest, after as well as before judgment, at a rate per annum equal
to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise
applicable to such Loan as provided in the preceding paragraphs of this Section
or (ii) in the case of any other amount, 2% plus the rate applicable to ABR
Loans of the Class as to which such overdue amount relates or the Class of
Lender to which such overdue amount is owing (or, if such overdue amount is not
related to a particular Class or Lender, the rate applicable to ABR Class A
Revolving Loans) as provided in paragraph (a) of this Section.

      


      (e) (i)
For so long as any Lender maintains reserves against “Eurocurrency
liabilities” (or any other category of liabilities which includes
deposits by reference to which the interest rate on Eurodollar Revolving Loans
is determined or any category of extensions of credit or other assets which
includes loans by a non-United States office of any Lender to United States
residents), and as a result the cost to such Lender (or its lending office for
Eurodollar Revolving Loans) of making or maintaining its Eurodollar Revolving
Loans is increased, then such Lender may require the Borrower to pay,
contemporaneously with each payment of interest on any Eurodollar Revolving Loan
of such Lender, additional interest on such Eurodollar Revolving Loan for the
Interest Period of such Eurodollar Revolving Loan at a rate per annum up to but
not

      


      
        
          
          

        

        
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      exceeding
the excess of (A)(x) the applicable LIBO Rate divided by (y) one minus the
Statutory Reserve Percentage over (B) the rate specified in the preceding clause
(x).

      


      (ii) Any
Lender wishing to require payment of additional interest (x) shall so notify the
Borrower and the Administrative Agent, in which case such additional interest on
the Eurodollar Revolving Loans of such Lender shall be payable to such Lender at
the place indicated in such notice with respect to each Interest Period
commencing at least three Business Days after the giving of such notice and (y)
shall furnish to the Borrower at least five Business Days prior to each date on
which interest is payable on the Eurodollar Revolving Loans an officer’s
certificate setting forth the amount to which such Lender is then entitled under
this Section (which shall be consistent with such Lender’s good-faith estimate
of the level at which the related reserves are maintained by it). Each such
certificate shall be accompanied by such information as the Borrower may
reasonably request as to the computation set forth therein.

      


      (f)
Accrued interest on each Loan shall be payable in arrears on each Interest
Payment Date for such Loan and, in the case of Revolving Loans of either Class,
upon termination of the Commitments of such Class; provided that (i)
interest accrued pursuant to paragraph (d) of this Section shall be payable on
demand, (ii) in the event of any repayment or prepayment of any Loan (other than
a prepayment of an ABR Revolving Loan prior to the end of the Class A
Availability Period or Class B Availability Period, as applicable), accrued
interest on the principal amount repaid or prepaid shall be payable on the date
of such repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.

      


      (g) All
interest hereunder shall be computed on the basis of a year of 360 days, except
that interest computed by reference to the Alternate Base Rate at times when the
Alternate Base Rate is based on the Prime Rate shall be computed on the basis of
a year of 365 days (or 366 days in a leap year), and in each case shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day). The applicable Alternate Base Rate, or LIBO Rate shall
be determined by the Administrative Agent, and such determination shall be
conclusive absent manifest error.

      


      SECTION
2.13. Alternate Rate
of Interest. If prior to the commencement of any Interest Period for a
Eurodollar Borrowing of either Class:

      


      (a) the
Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining
the LIBO Rate for such Interest Period; or

      


      (b) the
Administrative Agent is advised by Lenders holding a majority of the Commitments
of the applicable Class (or, in the case of a Eurodollar Competitive Loan, the
Lender that is required to make such Loan) that the LIBO Rate for such Interest
Period will not adequately and fairly reflect the cost to such

      


      
        
          
          

        

        
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      Lenders
(or Lender) of making or maintaining their Loans (or its Loan) included in such
Borrowing for such Interest Period;

      


      then the
Administrative Agent shall give notice thereof to the Borrower and the Lenders
of the applicable Class by telephone or telecopy as promptly as practicable
thereafter, but not later than 10:00 a.m. (New York City time) on the first day
of such Interest Period, and, until the Administrative Agent notifies the
Borrower and the Lenders of the applicable Class that the circumstances giving
rise to such notice no longer exist, (i) any Interest Election Request that
requests the conversion of any Revolving Borrowing to, or continuation of any
Revolving Borrowing as, a Eurodollar Borrowing of such Class shall be
ineffective, (ii) if any Borrowing Request requests a Eurodollar Revolving
Borrowing of such Class, then, unless the Borrower notifies the Administrative
Agent by 12:00 noon (New York City time) on the date of such Borrowing that it
elects not to borrow on such date, such Borrowing shall be made as an ABR
Borrowing of such Class and (iii) any request by the Borrower for a Eurodollar
Competitive Borrowing shall be ineffective; provided that if the
circumstances giving rise to such notice do not affect all the Lenders of such Class,
then requests by the Borrower for Eurodollar Competitive Borrowings may be made
to Lenders of such Class that are not affected thereby.

      


      SECTION
2.14.  Increased
Costs.  (a)  If any Change in Law shall:

      


      (i) impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Statutory
Reserve Percentage) or any Issuing Bank; or

      


      (ii) impose on
any Lender or any Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans made by such Lender or
any Letter of Credit or participation therein (other than an imposition or
change in Taxes, Other Taxes or Excluded Taxes, or any Change in Law relating to
capital requirements or the rate of return on capital, with respect to which
Section 2.16 and paragraph (b) of this Section, respectively, shall
apply);

      


      and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining, or reduce the amount receivable by any Lender with
respect to, any Eurodollar Loan (or of maintaining its obligation to make any
such Loan) or to increase the cost to such Lender or such Issuing Bank of
participating in, issuing or maintaining any Letter of Credit, then the Borrower
will pay to such Lender or such Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or such Issuing
Bank, as the case may be, for such additional costs incurred or reduction
suffered.

      


      (b) If
any Lender or any Issuing Bank determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender’s or such Issuing Bank’s capital or on the capital of such
Lender’s or such Issuing Bank’s holding company, if any, as a consequence of
this Agreement or the Loans made by, or participations in Letters of Credit held
by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a
level below that which such Lender or such

       

      
        
          
          

        

        
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      Issuing
Bank or such Lender’s or such Issuing Bank’s holding company could have achieved
but for such Change in Law (taking into consideration such Lender’s or such
Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s
holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender or such Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or such Issuing Bank
or such Lender’s or such Issuing Bank’s holding company for any such reduction
suffered.

      


      (c) A
certificate of a Lender or an Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or such Issuing Bank or its holding company,
as the case may be, as specified in paragraph (a) or (b) of this Section shall
be delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay such Lender or such Issuing Bank, as the case may be, the
amount shown as due on any such certificate within 15 days after receipt
thereof.

      


      (d)
Failure or delay on the part of any Lender or any Issuing Bank to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender’s or such Issuing Bank’s right to demand such compensation; provided that the
Borrower shall not be required to compensate a Lender or an Issuing Bank
pursuant to this Section for any increased costs or reductions incurred more
than 180 days prior to the date that such Lender or such Issuing Bank, as the
case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s or such Issuing Bank’s
intention to claim compensation therefor; provided further
that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 180-day period referred to above shall be extended to
include the period of retroactive effect thereof.

      


      (e)
Notwithstanding the foregoing provisions of this Section, a Lender shall not be
entitled to compensation pursuant to this Section in respect of any Competitive
Loan if the Change in Law that would otherwise entitle it to such compensation
shall have been publicly announced prior to submission of the Competitive Bid
pursuant to which such Loan was made.

      


      SECTION
2.15. Break Funding
Payments. In the event of (a) the payment of any principal of any
Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (b)
the conversion of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or
prepay any Eurodollar Revolving Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.10(b) and is revoked in accordance therewith), (d) the failure
to borrow any Competitive Loan after accepting the Competitive Bid to make such
Loan, or (e) the assignment of any Eurodollar Loan or Fixed Rate Loan other than
on the last day of the Interest Period applicable thereto as a result of a
request by the Borrower pursuant to Section 2.18, then, in any such event, the
Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event which, in the reasonable judgment of such Lender,
such Lender (or an existing or prospective participant in a related Loan)
incurred,

      


      
        
          
          

        

        
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      including
any loss incurred in obtaining, liquidating or employing deposits from third
parties, but excluding loss of margin for the period after any such payment. A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay
such Lender the amount shown as due on any such certificate within 15 days after
receipt thereof.

      


      SECTION
2.16. Taxes.
(a) Any and all payments by or on account of any obligation of the Borrower
hereunder shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if the
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then

      (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section) the Administrative Agent, Lender or Issuing Bank (as the case may
be) receives an amount equal to the sum it would have received had no such
deductions been made,

      (ii) the
Borrower shall make such deductions and (iii) the Borrower shall pay the full
amount deducted to the relevant Governmental Authority in accordance with
applicable law.

      


      (b) In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

      


      (c) The
Borrower shall indemnify the Administrative Agent, each Lender and any Issuing
Bank, within 15 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender
or such Issuing Bank, as the case may be, on or with respect to any payment by
or on account of any obligation of the Borrower hereunder (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) and any reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority;
provided, that
the Borrower shall not be obligated to make payment to such Lender or
Administrative Agent for penalties, interest or expenses attributable to the
gross negligence or willful misconduct of such Lender or Administrative Agent. A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on its
own behalf or on behalf of a Lender or an Issuing Bank, shall be conclusive
absent manifest error.

      


      (d) Each
Lender shall severally indemnify the Administrative Agent, within 10 days after
written demand therefor, for the full amount of any Excluded Taxes attributable
to such Lender that are paid or payable by the Administrative Agent in
connection with any Loan Document and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Excluded Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A
certificate setting forth and explaining in reasonable detail the amount of such
payment or liability delivered to a Lender by the Administrative Agent shall be
conclusive absent manifest error.

      


      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

      (e) As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

      


      (f) Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
Tax under the law of the United States of America, or any treaty to which the
United States of America is a party, with respect to payments under this
Agreement or any other Loan Document shall deliver to the Borrower (with a copy
to the Administrative Agent), on or prior to the date of this Agreement (or, in
the case of any Lender that becomes a party to this Agreement pursuant to an
Assignment and Assumption, on or prior to the effective date of such Assignment
and Assumption), either (a) two properly executed originals of Form W-8ECI or
Form W-8BEN (or any successor forms) prescribed by the Internal Revenue Service
or other documents satisfactory to the Borrower and the Administrative Agent, as
the case may be, certifying (i) that all payments to be made to such Foreign
Lender under the Loan Documents are exempt from United States withholding Taxes
because such payments are effectively connected with the conduct by such Lender
of a trade or business within the United States and are included in such
Lender’s gross income or (ii) that all payments to be made to such Foreign
Lender under the Loan Documents are completely exempt from Taxes or are subject
to such Taxes at a reduced rate by an applicable Tax treaty, or (b)(i) a
certificate executed by such Lender certifying that such Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code and that such Lender
qualifies for the portfolio interest exemption under Section 881(c) of the Code,
and (ii) two properly executed originals of Internal Revenue Service Form W-8BEN
(or any successor form), in each case, certifying such Lender’s entitlement to
an exemption from United States withholding Tax with respect to payments of
interest to be made hereunder or under this Agreement or any other Loan
Document. In the case of a Foreign Lender claiming the benefits of an income tax
treaty to which the United States is a party, the Internal Revenue Service Form
W-8BEN shall (i) with respect to payments of interest under the Loan Documents,
establish an exemption from U.S. federal withholding Tax pursuant to the
“interest” article of such tax treaty and (ii) with respect to any other
applicable payments under the Loan Documents, establish an exemption from U.S.
federal withholding Tax pursuant to the “business profits” or “other income”
article of such tax treaty. Each Lender that is not a Foreign Lender shall
deliver to the Borrower (with a copy to the Administrative Agent) two properly
executed originals of Internal Revenue Service Form W-9 (or any successor form).
Each Lender agrees (but only to the extent it is legally entitled to do so) to
provide the Borrower (with a copy to the Administrative Agent) with new forms
prescribed by the Internal Revenue Service upon the expiration or obsolescence
of any previously delivered form, after the occurrence of any event requiring a
change in the most recent forms delivered by it to the Borrower and the
Administrative Agent, or at any other time reasonably requested by
Borrower.

      


      (g) If
the Administrative Agent or a Lender determines, in its sole discretion, that it
has received a refund of any Taxes or Other Taxes as to which it
has

      


      
        
          
          

        

        
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      been
indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section, it shall pay over such refund to
the Borrower (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrower under this Section with respect to the Taxes or
Other Taxes giving rise to such refund), net of all out-of-pocket expenses of
the Administrative Agent or such Lender and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such
refund); provided, that the
Borrower, upon the request of the Administrative Agent or such Lender, agrees to
repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund to such Governmental Authority.
This Section shall not be construed to require the Administrative Agent or any
Lender to make available its tax returns (or any other information relating to
its taxes which it deems confidential) to the Borrower or any other
Person.

      


      SECTION
2.17. Payments
Generally; Pro Rata Treatment; Sharing of Set- offs. (a) The
Borrower shall make each payment required to be made by it hereunder (whether of
principal, interest, fees or reimbursement of LC Disbursements, or of amounts
payable under Section 2.14, 2.15 or 2.16, or otherwise) on the date when due, in
immediately available funds, without set-off or counterclaim, and the Borrower
agrees to instruct its bank which will be transmitting such funds with respect
to such payments not later than 10:00 A.M. (New York City time) on the date when
due. All such payments shall be made to the Administrative Agent at its offices
at 270 Park Avenue, New York, New York, except payments to be made directly to
an Issuing Bank as expressly provided herein and except that payments pursuant
to Sections 2.14, 2.15, 2.16 and 8.03 shall be made directly to the Persons
entitled thereto. The Administrative Agent shall distribute any such payments
received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof. If any payment hereunder shall be due on a
day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
hereunder shall be made in dollars.

      


      (b) If at
any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC Disbursements,
interest and fees then due from the Borrower hereunder, such funds shall be
applied (i) first, towards payment of interest and fees then due from the
Borrower hereunder, ratably among the parties entitled thereto in accordance
with the amounts of such interest and fees then due to such parties, and (ii)
second, towards payment of principal and unreimbursed LC Disbursements then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal and unreimbursed LC Disbursements then due to such
parties.

      


      (c) If
any Lender shall, by exercising any right of set-off or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Revolving Loans or participations in LC Disbursements resulting in such
Lender

      


      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

      


      receiving
payment of a greater proportion of the aggregate amount of its Revolving Loans
and participations in LC Disbursements and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater
proportion shall purchase (for cash at face value) participations in the
Revolving Loans and participations in LC Disbursements of other Lenders to the
extent necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans and participations in LC
Disbursements; provided that (i) if
any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans or
participations in LC Disbursements to any assignee or participant, other than to
the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions
of this paragraph shall apply). The Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any
Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against the Borrower rights of set-off and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of the
Borrower in the amount of such participation.

      


      (d)
Unless the Administrative Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Administrative Agent for
the account of the Lenders or any Issuing Bank hereunder that the Borrower will
not make such payment, the Administrative Agent may assume that the Borrower has
made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Lenders or such Issuing Bank, as the case may
be, the amount due. In such event, if the Borrower has not in fact made such
payment, then each of the Lenders or such Issuing Bank, as the case may be,
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or such Issuing Bank with interest thereon,
for each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank
compensation.

      


      (e) If
any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.05(d) or (e), 2.06(b) or 2.17(d), then the Administrative Agent may,
in its discretion (notwithstanding any contrary provision hereof), apply any
amounts thereafter received by the Administrative Agent for the account of such
Lender to satisfy such Lender’s obligations under such Sections until all such
unsatisfied obligations are fully paid.

      


      SECTION
2.18. Mitigation
Obligations; Replacement of Lenders. (a) If any Lender requests
compensation under Section 2.14, or additional interest under Section 2.12(e) or
if the Borrower is required to pay any additional amount to any
Lender

      


      
        
          
          

        

        
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      or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.14, 2.12(e) or 2.16, as the case
may be, in the future and (ii) would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Lender. The
Borrower hereby agrees to pay all reasonable costs and expenses incurred by any
Lender in connection with any such designation or assignment.

      


      (b) If
any Lender requests compensation under Section 2.14, or additional interest
under Section 2.12(e), or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.16, or if any Lender becomes a Defaulting Lender, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 8.04), all its interests, rights and obligations under this Agreement
(other than any outstanding Competitive Loans held by it) to an assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent (and, if a Class A Commitment is being assigned, the Issuing Banks), which
consents shall not unreasonably be withheld, (ii) such Lender shall have
received payment of an amount equal to the outstanding principal of its Loans
(other than Competitive Loans) and participations in LC Disbursements, accrued
interest thereon, accrued fees and all other amounts, in each case payable to it
by the Borrower hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all
other amounts) and (iii) in the case of any such assignment resulting from a
claim for compensation under Section 2.14, additional interest under Section
2.12(e) or payments required to be made pursuant to Section 2.16, such
assignment will result in a material reduction in such compensation or payments.
A Lender shall not be required to make any such assignment and delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply.

      


      (c) If
any Lender becomes a Defaulting Lender, then, and at any time thereafter while
such Lender continues to be a Defaulting Lender, the Borrower may, in its sole
discretion, terminate the Commitment of such Lender and prepay all Loans of such
Lender then outstanding, together with interest thereon to the date of such
prepayment; provided that such
termination and prepayment shall be permitted only if, after giving effect
thereto (including, in the case of a Defaulting Lender that is a Class A Lender,
the adjustment of Class A Revolving Credit Exposures of the Class A Lenders to
give effect to the allocation of LC Exposure in accordance with the Applicable
Class A Percentages of the Class A Lenders after giving effect thereto), no
Lender’s Revolving Credit Exposure shall exceed its Commitment.

      


      
        
          
          

        

        
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      (d) In
connection with any proposed amendment, modification or waiver of or with
respect to any provision of this Agreement (a “Proposed Change”)
requiring the consent of all Lenders, if the consent of the Required Lenders to
such Proposed Change is obtained, but the consent to such Proposed Change of
other Lenders whose consent is required is not obtained (any such Lender whose
consent is not obtained as described in this Section 2.18(c) being referred to
as a “Non-Consenting
Lender”), then the Borrower may, at its sole expense and effort, upon
notice to each Non-Consenting Lender and the Administrative Agent, require each
Non-Consenting Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in Section 8.04) all its
interests, rights and obligations under this Agreement (other than any
outstanding Competitive Loans held by it) to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent, which consent shall not be unreasonably withheld, (ii) such
Non-Consenting Lender shall have received payment of an amount equal to the
outstanding principal of its Loans (other than Competitive Loans), accrued
interest thereon, accrued fees and all other amounts, in each case payable to it
by the Borrower hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all
other amounts) and (iii) the Borrower shall not be permitted to require any
Non-Consenting Lender to make any such assignment unless all Non-Consenting
Lenders are required to make such assignments and, as a result thereof, the
Proposed Change will become effective.

      


      SECTION
2.19. Defaulting
Lenders. Notwithstanding any other provision of this Agreement to the
contrary, if any Lender becomes a Defaulting Lender then the following
provisions shall apply for so long as such Lender is a Defaulting
Lender:

      


      (a) if any LC
Exposure exists at the time a Class A Lender is a Defaulting Lender the Borrower
shall within three Business Days following notice by the Administrative Agent
either (i) cash collateralize such Defaulting Lender’s LC Exposure in accordance
with the procedures set forth in Section 2.05(j) for so long as such Defaulting
Lender’s LC Exposure is outstanding, (ii) elect, by notice to the Administrative
Agent, an LC Exposure Reallocation with respect to such Defaulting Lender’s LC
Exposure or (iii) comply with a combination of clauses (i) and (ii) above with
respect to such Defaulting Lender’s LC Exposure;

      


      (b) no
Issuing Bank shall be required to issue, amend or increase any Letter of Credit
at any time when a Class A Lender is a Defaulting Lender unless the Borrower
provides cash collateral or elects an LC Exposure Reallocation (or a combination
thereof) in accordance with clause (a) above in respect of such Defaulting
Lender’s LC Exposure in respect thereof;

      


      (c) in the
case of a Class B Lender that is a Defaulting Lender, the Applicable Rate in
respect of commitment fees payable to such Defaulting Lender shall be reduced to
the rates that applied to facility fees under the Prior Credit Agreement
immediately prior to the Prior Restatement Effective Date; and

      


      
        
          
          

        

        
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      (d) in
the case of a Class A Lender that is a Defaulting Lender, no commitment fees or
participation fees shall accrue for the account of or be payable to such
Defaulting Lender.

      


      It is
understood that, if the Class A Commitment of a Defaulting Lender is assigned
pursuant to Section 2.18(b) or terminated pursuant to Section 2.18(c), the
provisions of this Section 2.19 shall cease to apply in respect of such
Defaulting Lender and its Class A Commitment.

      


      ARTICLE
III

      


      Representations and
Warranties

      


      The
Borrower represents and warrants to the Lenders that:

      


      SECTION
3.01. Corporate
Existence and Power. Each Loan Party is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization and
has all corporate or other organizational power and authority required to carry
on its business as now conducted.

      


      SECTION
3.02. Corporate and
Governmental Authorization; No Contravention. The
Transactions to be entered into by each Loan Party are within such Loan Party’s
corporate or other organizational power, have been duly authorized by all
necessary corporate or other organizational action, require no action by or in
respect of, or filing with, any governmental body, agency or official (other
than the filing of reports with the Securities and Exchange Commission and
filings necessary to satisfy the Collateral and Guarantee Requirement) and do
not contravene, or constitute a default under, any provision of applicable law
or regulation or of the certificate of incorporation, bylaws or other
organizational documents of such Loan Party or of any agreement, judgment,
injunction, order, decree or other instrument binding upon such Loan
Party.

      


      SECTION
3.03. Binding
Effect. This Agreement has been duly executed and delivered by the
Borrower and constitutes, and the Collateral Agreement (at such times as the
Collateral and Guarantee Requirement is required to be satisfied) has been duly
executed and delivered by the Borrower and each Material Subsidiary and
constitutes, a valid and binding obligation of the Borrower (and such Material
Subsidiary, if applicable), enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency and other similar laws affecting creditors’
rights generally, concepts of reasonableness and general principles of equity,
regardless of whether considered in a proceeding in equity or at
law.

      


      SECTION
3.04. Financial
Information. (a) The consolidated balance sheet of the Borrower and the
Subsidiaries and the related consolidated statements of income, shareholders’
equity and cash flows as of and for (i) Fiscal Year 2008, reported on by Ernst
& Young LLP and set forth in the Borrower’s Annual Report on Form 10-K for
Fiscal Year 2008, a copy of which has been delivered to each of the Lenders, and
(ii) each of the first, second and third fiscal quarters of Fiscal Year 2009,
certified by a

      


      
        
          
          

        

        
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      Financial
Officer, in each case fairly present, in conformity with GAAP (except, in the
case of the financial statements referred to in clause (ii) above, for normal
year-end adjustments and the absence of footnotes), the consolidated financial
position of the Borrower and the Subsidiaries as of such date and their
consolidated results of operations and cash flows for such Fiscal Year or
portion of such Fiscal Year, as applicable.

      


      (b) From
January 31, 2009 to the date hereof or any Test Date, there has been no material
adverse change in the business, financial position or results of operations of
the Borrower and the Consolidated Subsidiaries, considered as a
whole.

      


      SECTION
3.05. Litigation and
Environmental Matters. (a) There is no action, suit or proceeding pending
against, or to the knowledge of the Borrower threatened against or affecting,
the Borrower or any Consolidated Subsidiaries before any court or arbitrator or
any governmental body, agency or official in which there is, in the good faith
judgment of the Borrower (which shall be conclusive), a reasonable possibility
of an adverse decision which could materially adversely affect the business,
consolidated financial position or consolidated results of operations of the
Borrower and the Consolidated Subsidiaries considered as a whole, or which in
any manner draws into question the validity or enforceability of this
Agreement.

      


      (b)
Except for the Disclosed Matters and except with respect to any other matters
that, individually or in the aggregate, are not reasonably expected in the good
faith judgment of the Borrower (which shall be conclusive) to materially
adversely affect the business, financial position or results of operations of
the Borrower and the Consolidated Subsidiaries considered as a whole, neither
the Borrower nor any of the Consolidated Subsidiaries (i) has failed to comply
with any Environmental Law or to obtain, maintain or comply with any permit,
license or other approval required under any Environmental Law, (ii) has become
subject to any Environmental Liability, (iii) has received notice of any claim
with respect to any Environmental Liability or (iv) knows of any basis for any
Environmental Liability.

      


      (c) Since
the date of this Agreement, there has been no change in the status of the
Disclosed Matters that, individually or in the aggregate in the good faith
judgment of the Borrower (which shall be conclusive), has resulted in a material
adverse effect on the business, financial position or results of operations of
the Borrower and the Consolidated Subsidiaries considered as a
whole.

      


      SECTION
3.06. Subsidiaries. (a)
Each of the Consolidated Subsidiaries is a corporation duly incorporated,
validly existing and, to the extent applicable, in good standing under the laws
of its jurisdiction of incorporation, and has all corporate power and authority
required to carry on its business as now conducted except to the extent that the
failure of any such Consolidated Subsidiary to be so incorporated, existing or
in good standing or to have such power and authority is not reasonably expected
by the Borrower to have a material adverse effect on the business, financial
position or results of operations of the Borrower and the Consolidated
Subsidiaries considered as a whole.

      


      
        
          
          

        

        
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      (b)
Schedule 3.06 hereto completely and accurately sets forth the names and
jurisdictions of organization of each Consolidated Subsidiary that is a Domestic
Subsidiary as of the Restatement Effective Date, indicating for each such
Subsidiary whether it is a Material Subsidiary as of the Restatement Effective
Date.

      


      SECTION
3.07. Not an
Investment Company. Neither the Borrower nor any Subsidiary Loan Party is
required to register as an “investment company” under (and within the meaning
of) the Investment Company Act of 1940, as amended.

      


      SECTION
3.08. ERISA.
The Borrower and its ERISA Affiliates (a) have fulfilled their material
obligations under the minimum funding standards of ERISA and the Code with
respect to each Plan, (b) are in compliance in all material respects with the
presently applicable provisions of ERISA and the Code and (c) have not incurred
any liability in excess of $100,000,000 to the PBGC or a Plan under Title IV of
ERISA other than a liability to the PBGC for premiums under Section 4007 of
ERISA; provided, that this
sentence shall not apply to (i) any ERISA Affiliate as described in Section
414(m) of the Code (other than the Borrower or a Subsidiary) or any Plan
maintained by such an ERISA Affiliate or (ii) any Multiemployer Plan. The
Borrower and its Subsidiaries have made all material payments to Multiemployer
Plans which they have been required to make under the related collective
bargaining agreement or applicable law.

      


      SECTION
3.09. Taxes.
The Borrower and its Subsidiaries have filed all United States federal income
tax returns and all other material tax returns which, in the opinion of the
Borrower, are required to be filed by them and have paid all taxes due pursuant
to such returns or pursuant to any assessment received by the Borrower or any
Subsidiary, except for assessments which are being contested in good faith by
appropriate proceedings. The charges, accruals and reserves on the books of the
Borrower and its Subsidiaries in respect of taxes or other governmental charges
are, in the opinion of the Borrower, adequate.

      


      SECTION
3.10. Disclosure. The
financial statements delivered pursuant to Section 5.01(a)(i) and (ii), the
registration statements delivered pursuant to Section 5.01(a)(vi) (in each case
in the form in which such registration statements were declared effective, as
amended by any post-effective amendments thereto) and the reports on Forms 10-K,
10-Q and 8-K delivered pursuant to Section 5.01(a)(vi), do not, taken as a whole
and in each case as of the date thereof, contain any material misstatement of
fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided that, with
respect to projected financial information, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.

      


      


      ARTICLE
IV

      


      Conditions

      


      SECTION
4.01.  Intentionally Omitted.

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

      SECTION
4.02. Each Credit
Event. The obligation of each Lender to make a Loan on the occasion of
any Borrowing, and of any Issuing Bank to issue, amend, renew or extend any
Letter of Credit, is subject to the satisfaction of the following
conditions:

      


      (a) The
representations and warranties of the Borrower set forth in this Agreement shall
be true and correct, and at such times as the Collateral and Guarantee
Requirement is required to be satisfied, the representations and warranties of
the Loan Parties as set forth in the Collateral Agreement shall be true and
correct in all material respects, in each case on and as of the date of such
Borrowing or the date of issuance, amendment, renewal or extension of such
Letter of Credit, as applicable (except to the extent that any such
representation or warranty expressly relates to a specified date or dates, in
which case such representation or warranty shall be true and correct as of such
specified date or dates).

      


      (b) At the
time of and immediately after giving effect to such Borrowing or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, no
Default shall have occurred and be continuing.

      


      Each
Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a) and
(b) of this Section.

      


      ARTICLE
V

      


      Covenants

      


      The
Borrower agrees that, so long as any Lender has any Commitment hereunder or any
amount payable hereunder remains unpaid:

      


      SECTION
5.01. Information. (a) The
Borrower will deliver to the Administrative Agent and each of the
Lenders:

      


      (i) as soon
as available and in any event within 90 days after the end of each Fiscal Year,
the Annual Report of the Borrower on Form 10-K for such Fiscal Year, containing
financial statements reported on in a manner acceptable to the Securities and
Exchange Commission by Ernst & Young LLP or other independent public
accountants of nationally recognized standing selected by the Borrower (without
a “going concern” or like qualification or exception and without any
qualification or exception as to the scope of such audit);

      


      (ii) as soon
as available and in any event within 45 days after the end of each of the first
three quarters of each Fiscal Year, a copy of the Borrower’s report on Form 10-Q
for such quarter with the financial statements therein contained to be certified
(subject to normal year end adjustments) as to fairness of presentation,
generally accepted accounting principles (except footnotes) and consistency, by
a Financial Officer;

      


      
        
          
          

        

        
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      (iii) simultaneously
with the delivery of each set of financial statements referred to in clauses (i)
and (ii) above, a certificate of a Financial Officer (1)
setting
forth in reasonable detail the calculations required to establish whether the
Borrower was in compliance with the requirements of Sections 5.06 and 5.07 on
the date of such financial statements, (2) stating whether, to the best
knowledge of such Financial Officer, any Default exists on the date of such
certificate and, if any Default then exists, setting forth the details thereof
and the action which the Borrower is taking or proposes to take with respect
thereto, (3)
except
during a Release Period, stating that there are no Material Subsidiaries that
have not satisfied the Collateral and Guarantee Requirement and (4) unless (x)
if both rating agencies shall have a Credit Rating then in effect, the Credit
Ratings are BBB+ and Baa1 or better or (y) if only one rating agency shall have
a Credit Rating then in effect, the Credit Rating from such rating agency is
BBB+ or Baa1 or better, stating the aggregate amount of Investments and
Restricted Payments made in reliance on clause (g) of Section 5.17 and clause
(d) of Section 5.18 during the preceding fiscal quarter and confirming that the
Unrestricted Basket Conditions were satisfied with respect to each such
Investment or Restricted Payment;

      


      (iv) simultaneously
with the delivery of each set of financial statements referred to in clause (a)
above, a statement of the firm of independent public accountants which reported
on such statements whether anything has come to their attention to cause them to
believe that any Default existed on the date of such statements (insofar as such
pertains to accounting matters);

      


      (v) promptly
upon the mailing thereof to the stockholders of the Borrower generally, copies
of all financial statements, reports and proxy statements so
mailed;

      


      (vi) promptly
upon the filing thereof, copies of all registration statements (other than the
exhibits thereto and any registration statements on Form S-8 or its equivalent)
and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which the
Borrower shall have filed with the Securities and Exchange
Commission;

      


      (vii) within
four Business Days of any executive officer of the Borrower or any Financial
Officer obtaining knowledge of any condition or event recognized by such officer
to be a Default, a certificate of a Financial Officer setting forth the details
thereof and the action which the Borrower is taking or proposes to take with
respect thereto;

      


      (viii) if and
when any executive officer of the Borrower or any Financial Officer obtains
knowledge that any ERISA Affiliate (1) has given or is required to give notice
to the PBGC of any “reportable event” (as
defined in Section 4043 of ERISA) with respect to any Plan which might
constitute grounds for a termination of such Plan under Title IV of ERISA, or
knows that the plan administrator of any Plan has given or is required to give
notice of any such reportable event, a copy of the notice of such reportable
event given or required to be given to the PBGC,

      


      
        
          
          

        

        
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      (2) has
received notice of complete or partial withdrawal liability under Title IV of
ERISA, a copy of such notice or (3) has received notice from the PBGC under
Title IV of ERISA of an intent to terminate or appoint a trustee to administer
any Plan, a copy of such notice;

      


      (ix) from time
to time such additional information regarding the financial position or business
of the Borrower and Subsidiaries as the Administrative Agent, at the request of
any Lender, may reasonably request; and

      


      (x) except
during a Release Period, as soon as available and in any event within 30 days
after the end of each Fiscal Year, a financial forecast for the Borrower and the
Consolidated Subsidiaries for the subsequent Fiscal Year, including a
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
of the end of such fiscal year and each fiscal quarter thereof and consolidated
statements of income and cash flows of the Borrower and its Consolidated
Subsidiaries for such fiscal year and each fiscal quarter thereof.

      


      
        (b)  Certificates
delivered pursuant to this Section shall be signed manually or shall
be copies of a manually signed certificate.

      

      


      (c) The
Borrower may provide for electronic delivery of the financial statements,
certificates, reports and registration statements described in clauses (i),
(ii), (iii), (iv), (v) and (vi) of paragraph (a) of this Section by posting such
financial statements, certificates, reports and registration statements on
Intralinks or any similar service approved by the Administrative Agent, or
delivering such financial statements, certificates, reports and registration
statements to the Administrative Agent for posting on Intralinks (or any such
similar service).

      


      SECTION
5.02. Maintenance of
Properties. The Borrower will, and will cause each Consolidated
Subsidiary to, maintain and keep in good condition, repair and working order all
properties used or useful in the conduct of its business and supply such
properties with all necessary equipment and make all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Borrower may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided that
nothing in this Section shall prevent the Borrower or any Consolidated
Subsidiary from discontinuing the operation and maintenance of any of such
properties if such discontinuance is, in the judgment of the Borrower, desirable
in the conduct of the business of the Borrower or such Consolidated Subsidiary,
as the case may be, and not disadvantageous in any material respect to the
Lenders.

      


      SECTION
5.03. Maintenance of
Insurance. The Borrower will, and will cause each Consolidated Subsidiary
to, insure and keep insured, with reputable insurance companies, so much of its
properties and such of its liabilities for bodily injury or property damage, to
such an extent and against such risks (including fire), as companies engaged in
similar businesses customarily insure properties and liabilities of a similar
character; or, in lieu thereof, the Borrower will maintain, or cause each
Consolidated

      


      
        
          
          

        

        
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      Subsidiary
to maintain, a system or systems of self-insurance which will be in accord with
the customary practices of companies engaged in similar businesses in
maintaining such systems.

      


      SECTION
5.04. Preservation of
Corporate Existence. Except pursuant to a transaction not prohibited by
Section 5.12, each Loan Party shall preserve and maintain its corporate
existence, rights, franchises and privileges in any State of the United States
which it shall select as its jurisdiction of incorporation or organization, and
qualify and remain qualified as a foreign corporation or foreign organization in
each jurisdiction in which such qualification is necessary, except such
jurisdictions, if any, where the failure to preserve and maintain its corporate
or other organizational existence, rights, franchises and privileges, or qualify
or remain qualified will not have a material adverse effect on the business or
property of such Loan Party.

      


      SECTION
5.05. Inspection of
Property, Books and Records. The Borrower will, and will cause each
Consolidated Subsidiary to, make and keep books, records and accounts in which
transactions are recorded as necessary to (a) permit preparation of the
Borrower’s consolidated financial statements in accordance with generally
accepted accounting principles and (b) otherwise comply with the requirements of
Section 13(b)(2) of the Securities Exchange Act of 1934 as in effect from time
to time. At any reasonable time during normal business hours and from time to
time, the Borrower will permit the Administrative Agent or any of the Lenders or
any agents or representatives thereof at their expense (to the extent not in
violation of applicable law) to examine and make copies of and abstracts from
the records and books of account of, and visit the properties of, the Borrower
and any Consolidated Subsidiaries and to discuss the affairs, finances and
accounts of the Borrower and any Consolidated Subsidiaries with any of their
respective officers or directors. Any information obtained pursuant to this
Section or Section 5.01(a) shall be subject to Section 8.12.

      


      SECTION
5.06. Fixed Charge
Coverage Ratio. The Borrower will not permit the ratio of Consolidated
EBITDAR to Consolidated Fixed Charges for any period of four consecutive fiscal
quarters to be less than (a) 1.60 to 1.00 for all such periods ending prior to
the fiscal quarter ending on or about January 31, 2011 and (b) 1.75 to 1.00 for
all such periods ending on or about January 31, 2011, or
thereafter.

      


      SECTION
5.07. Debt to
Consolidated EBITDA. The Borrower will not permit the ratio of
Consolidated Debt as of any date to Consolidated EBITDA for the period of four
consecutive fiscal quarters ended on such date (or, if such date is not the last
day of a fiscal quarter of the Borrower, then for the period of four consecutive
fiscal quarters of the Borrower most recently ended prior to such date) to
exceed the ratio set forth below with respect to the period during which such
date is included:

      


      
        	
                Period beginning on
      and including the last

              	
                Maximum Leverage
      Ratio

              
	
                day of each fiscal
      quarter ending on or

              	 
      
	
                about the date set
      forth below and ending

              	 
      
	
                on and excluding the
      last day of the next

              	 
      


      

      


      
        
          
          

        

        
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                fiscal
      quarter

              	 
      
	 
      	 
      
	
                January
      31, 2009, April 30, 2009, July 31,

              	
                5.00
      to 1.00

              
	
                2009,
      October 31, 2009, January 31, 2010,

              	 
      
	
                April
      30, 2010, July 31, 2010 and October

              	 
      
	
                31,
      2010

              	 
      
	 
      	 
      
	
                January
      31, 2011, April 30, 2011, July 31,

              	
                4.50
      to 1.00

              
	
                2011
      and October 31, 2011

              	 
      
	 
      	 
      
	
                January
      31, 2012 and thereafter

              	
                4.00
      to 1.00

              
	 
      	 
      


      

      


      


      SECTION
5.08. Limitations on
Liens. The Borrower will not, and will not permit any Consolidated
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof,
except:

      


      
        (a)  Permitted
Encumbrances;

      

      


      (b) any Lien
on any property or asset of the Borrower or any Consolidated Subsidiary existing
on November 5, 2004 and set forth in Schedule 5.08; provided that (i)
such Lien shall not apply to any other property or asset of the Borrower or any
Consolidated Subsidiary and (ii) such Lien shall secure only those obligations
which it secures on November 5, 2004 and extensions, renewals and replacements
thereof that do not increase the outstanding principal amount
thereof;

      


      (c) any Lien
existing on any property or asset prior to the acquisition thereof by the
Borrower or any Consolidated Subsidiary or existing on any property or asset of
any Person that becomes a Consolidated Subsidiary after November 5, 2004 prior
to the time such Person becomes a Consolidated Subsidiary; provided that (i)
such Lien is not created in contemplation of or in connection with such
acquisition or such Person becoming a Consolidated Subsidiary, as the case may
be, (ii) such Lien shall not apply to any other property or assets of the
Borrower or any Consolidated Subsidiary and (iii) such Lien shall secure only
those obligations which it secures on the date of such acquisition or the date
such Person becomes a Consolidated Subsidiary, as the case may be, and
extensions, renewals and replacements thereof that do not increase the
outstanding principal amount thereof;

      


      (d) Liens on
fixed or capital assets acquired, constructed or improved by the Borrower or any
Consolidated Subsidiary; provided that (i)
with respect to a Consolidated Subsidiary, such security interests secure
Indebtedness permitted by Section 5.10, (ii) such security interests and the
Indebtedness secured thereby are incurred prior to or within 90 days after such
acquisition or the completion of

      


      
        
          
          

        

        
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      such
construction or improvement (or are incurred to extend, renew or replace
security interests and Indebtedness previously incurred in compliance with this
clause), (iii) the Indebtedness secured thereby does not exceed the cost of
acquiring, constructing or improving such fixed or capital assets and (iv) such
security interests shall not apply to any other property or assets of the
Borrower or any Consolidated Subsidiary;

      


      (e) other
Liens, securing obligations in an aggregate principal amount not exceeding
$400,000,000; provided that (i) at
no time shall more than $50,000,000 of such obligations be secured by Liens on
inventory and (ii) at no time shall more than $5,000,000 of such obligations be
secured by Liens on any property or assets constituting Collateral or any
intellectual property owned by a Loan Party that is usable primarily, or for use
primarily, outside the United States;

      


      
        (f)  Liens
granted on the Collateral pursuant to the Collateral Documents; and

      

      


      (g) second-priority
Liens on the Collateral securing Indebtedness for borrowed money in an aggregate
principal amount not exceeding $750,000,000; provided that (i) the
Indebtedness secured by such second-priority Liens (A) shall not mature on
or prior to the Specified Date, (B) shall not require any scheduled repayment of
principal on or prior to the Specified Date, (C) shall not have terms more
restrictive, taken as a whole, than those set forth in this Agreement and
(D) shall be
subject only to mandatory prepayments, if any, that can be avoided through
repayment or prepayment of Loans or through investments by the Borrower or the
Consolidated Subsidiaries in assets to be used in their businesses and (ii) such
second-priority Liens and the Indebtedness secured thereby shall be subject to
an Intercreditor Agreement; provided, further that such
second-priority Liens shall not be permitted during a Release
Period.

      


      SECTION
5.09. Compliance with
Laws. The Borrower will, and will cause each Consolidated Subsidiary to,
comply in all material respects with all applicable laws, ordinances, rules,
regulations and requirements of governmental authorities (including ERISA and
the rules and regulations thereunder), except to the extent that (a) the
necessity of compliance therewith is contested in good faith by appropriate
proceedings or (b) the failure to so comply would not result in any material
adverse effect on the business, financial condition or results of operations of
the Borrower and Consolidated Subsidiaries taken as a whole.

      


      SECTION
5.10. Limitations on
Subsidiary Indebtedness. The Borrower will not permit any Consolidated
Subsidiary (other than any Subsidiary Loan Party) to create, incur, assume or
suffer to exist any Indebtedness except:

      


      (a)
Indebtedness of any Consolidated Subsidiary which is, or the direct or indirect
parent of which is, acquired by the Borrower or any other Consolidated
Subsidiary after March 22, 2006, which Indebtedness is in existence at the time
such Consolidated Subsidiary (or parent) is so acquired; provided that
such

      


      
        
          
          

        

        
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      Indebtedness
was not created at the request or with the consent of the Borrower or any
Subsidiary, and such Indebtedness may not be extended other than pursuant to the
terms thereof as in existence at the time such Consolidated Subsidiary (or
parent) was acquired;

      


      (b) other
Indebtedness in an aggregate principal amount for all Consolidated Subsidiaries
(excluding any Non-Recourse ETC Debt) not exceeding $225,000,000;
and

      


      (c) Indebtedness
of any Consolidated Subsidiary to the Borrower or any other Consolidated
Subsidiary to the extent not prohibited by Section 5.17.

      


      SECTION
5.11. Transactions
with Affiliates. The Borrower will not, and will not permit any of its
Consolidated Subsidiaries to, sell, lease or otherwise transfer any property or
assets to, or purchase, lease or otherwise acquire any property or assets from,
or otherwise engage in any other transactions with, any of its Affiliates,
except (a) at prices and on terms and conditions not less favorable to the
Borrower or such Consolidated Subsidiary than could be obtained on an
arm’s-length basis from unrelated third parties, (b) any transaction determined
by a majority of the disinterested directors of the Borrower’s board of
directors to be fair to the Borrower and its Subsidiaries, (c) transactions
between or among the Borrower and its Consolidated Subsidiaries not involving
any other Affiliate and (d) any transaction with respect to which neither the
fair market value of the related property or assets, nor the consideration
therefor, exceeds $5,000,000.

      


      SECTION
5.12. Consolidations,
Mergers and Sales of Assets. The Borrower will not (a) consolidate or
merge with or into any other Person, (b) liquidate or dissolve or (c) sell,
lease or otherwise transfer all or any substantial part of the assets of the
Borrower and its Consolidated Subsidiaries, taken as a whole, to any other
Person; provided
that the Borrower may merge with another Person if (i) the
corporation surviving the
merger is the Borrower or a corporation organized under the laws of a State of
the United States into which the Borrower desires to merge for the purpose of
becoming incorporated in such State (in which case such corporation shall assume
all of the Borrower’s obligations under this Agreement by an agreement
satisfactory to the Required Lenders (and the Required Lenders shall not
unreasonably withhold their consent to the form of such agreement) and shall
deliver to the Administrative Agent and the Lenders such legal opinions and
other documents as the Administrative Agent may reasonably request to evidence
the due authorization, validity and binding effect thereof) and (ii) immediately
after giving effect to such merger, no Default shall have occurred and be
continuing; and provided further that
the foregoing shall not be construed to prohibit any Minority Interest
Disposition or any other sale, lease or other transfer of assets (including by
means of dividends, share repurchases or recapitalizations) that does not
involve all or any substantial part of the assets of the Borrower and its
Consolidated Subsidiaries taken as a whole.

      


      
        
          
          

        

        
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      SECTION
5.13. Use of
Proceeds. The Borrower will use the proceeds of the Loans for general
corporate purposes (including, without limitation, repurchases of, and dividends
on, its equity securities).

      


      SECTION
5.14. Clean
Down. The Borrower will cause the aggregate principal amount of
outstanding Loans not to exceed $200,000,000 for a period of at least 30
consecutive days between January 15 and February 28 of each calendar
year.

      


      SECTION
5.15. Information
Regarding Collateral. The Borrower will furnish to the Collateral Agent
prompt written notice of any change (i) in the legal name of any Loan Party, as
set forth in its organizational documents, (ii) in the jurisdiction of
organization or the form of organization of any Loan Party (including as a
result of any merger or consolidation), (iii) in the address set forth on the
financing statement filed with respect to any Loan Party or (iv) in the
organizational identification number, if any, or, with respect to any Loan Party
organized under the laws of a jurisdiction that requires such information to be
set forth on the face of a Uniform Commercial Code financing statement, the
Federal Taxpayer Identification Number of such Loan Party.

      


      SECTION
5.16. Collateral and
Guarantee Requirement. (a) If (i) any Material Subsidiary is formed or
acquired after the Restatement Effective Date or (ii) any Consolidated
Subsidiary shall become a Material Subsidiary after the Restatement Effective
Date, then the Borrower will promptly, but in no event later than 15 days after
such formation or acquisition (in the case of clause (i)) or 15 days after any
executive officer or Financial Officer of the Borrower obtains knowledge thereof
(in the case of clause (ii)), notify the Administrative Agent and the Lenders
thereof and cause the Collateral and Guarantee Requirement to be satisfied with
respect to such Material Subsidiary; provided that the
requirements of this paragraph shall not apply during a Release
Period.

      


      (b) If a
Release Period commences, the Borrower agrees that if at any time thereafter (i)
if both rating agencies shall then have a Credit Rating in effect, either Credit
Rating is worse than Baa2 or BBB, respectively, or (ii) if only one rating
agency shall then have a Credit Rating in effect, such Credit Rating is worse
than Baa2 or BBB, as applicable, then the Borrower will promptly, but in no
event later than five Business Days thereafter, cause the Collateral and
Guarantee Requirement to be satisfied.

      


      (c) The
Borrower will, and the Borrower will cause each of the Material Subsidiaries to,
execute any and all further documents, financing statements, agreements and
instruments, and take all such further actions (including the filing and
recording of financing statements), that may be required under any applicable
law, or that the Collateral Agent or the Required Lenders may reasonably
request, to cause the Collateral and Guarantee Requirement to be and remain
satisfied (except during a Release Period), all at the expense of the
Borrower.

      


      SECTION
5.17. Investments. The
Borrower will not, nor will the Borrower permit any Subsidiary Loan Party to,
purchase, hold or acquire (including pursuant to any consolidation or merger
with any Person that was not a Loan Party prior

      


      
        
          
          

        

        
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      to such
consolidation or merger, it being understood that any consolidation or merger of
a Subsidiary Loan Party with any Subsidiary that is not a Loan Party shall be
treated as an investment in such Subsidiary if the survivor of such
consolidation or merger is not a Subsidiary Loan Party) any Equity Interests in
or evidences of Indebtedness or other securities of, make or permit to exist any
loans or advances to, Guarantee any Indebtedness of, or make or permit to exist
any other investment in, any Subsidiary that is not a Subsidiary Loan Party,
except (a) those existing on February 19, 2009, (b) those made after February
19, 2009, in an aggregate amount not to exceed $100,000,000, (c) contributions
by the Borrower or any Subsidiary Loan Party of Equity Interests in any Foreign
Subsidiary to any other Foreign Subsidiary, (d) licenses by the Borrower or any
Subsidiary Loan Party to any Consolidated Subsidiary that is not a Loan Party of
intellectual property in the ordinary course of business, (e) transfers or
licenses by the Borrower or any Subsidiary Loan Party to any Foreign Subsidiary
of any intellectual property that is usable primarily, or for use primarily,
outside of the United States, (f) accounts receivable held by a Loan Party
arising out of the sale of inventory or provision of services, in each case in
the ordinary course of business, to a Subsidiary that is not a Loan Party and
(g) any other Investment if, at the time thereof and after giving effect
thereto, the Unrestricted Basket Conditions are satisfied; provided that the
requirements of this Section shall not apply during any Release
Period.

      


      SECTION
5.18. Restricted
Payments. The Borrower will not, and will not permit any Consolidated
Subsidiary to, declare or make, or agree to pay or make, directly or indirectly,
any Restricted Payment, except:

      


      (a) any
wholly-owned Consolidated Subsidiary may distribute any cash, property or assets
to the Borrower or any other Consolidated Subsidiary that is its direct or
indirect parent;

      


      (b) any
Consolidated Subsidiary may declare and pay dividends ratably with respect to
its Equity Interests;

      


      (c) the
Borrower may make Restricted Payments in cash in an aggregate amount not to
exceed $220,000,000 during any fiscal year; provided that, at the
time of declaration (in the case of a dividend) or payment (in all other cases)
and after giving effect thereto, no Event of Default has occurred and is
continuing and (ii) the Borrower would be in compliance with Section 5.07 after
giving effect to such Restricted Payment and any Indebtedness being incurred in
connection therewith; and .

      


      (d) the
Borrower may make any additional Restricted Payment in cash if, at the time
thereof and after giving effect thereto, the Unrestricted Basket Conditions are
satisfied.

      


      Notwithstanding
the foregoing, this Section shall not apply at any time that (i) if both rating
agencies shall then have a Credit Rating in effect, the Credit Ratings are Baa2
and BBB or better or (ii) if only one rating agency shall then have a Credit
Rating in effect, such Credit Rating is Baa2 or BBB, as applicable, or
better.

      


      
        
          
          

        

        
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      SECTION
5.19. Restrictive
Agreements. The Borrower will not, nor will it permit any Consolidated
Subsidiary that is a Domestic Subsidiary to, directly or indirectly, enter into,
incur or permit to exist any agreement or other arrangement that prohibits,
restricts or imposes any condition upon the ability of the Borrower or any
Consolidated Subsidiary that is a Domestic Subsidiary to create, incur or permit
to exist any Lien upon any of its property or assets to secure, or the ability
of any Consolidated Subsidiary that is a Domestic Subsidiary to Guarantee, the
Obligations (or the obligations under any credit facility that refinances or
replaces this Agreement); provided that (a) the
foregoing shall not apply to restrictions and conditions imposed by law or any
Loan Document, (b) the foregoing shall not apply to restrictions and conditions
existing on February 19, 2009 contained in any of the instruments, indentures
and other agreements identified on Schedule 5.19 or any extension, renewal,
supplement, amendment or other modification of any thereof or any additional
such instrument, indenture or other agreement so long as, in each case, any such
prohibition, restriction or condition contained therein is not more restrictive
in any material respect than the prohibitions, restrictions and conditions
contained in the instruments, indentures and other agreements identified on
Schedule 5.19 as in effect on February 19, 2009, (c) the foregoing shall not
apply to customary restrictions and conditions contained in agreements relating
to the sale of a Subsidiary or any assets pending such sale, provided that such
restrictions and conditions apply only to the Subsidiary or assets to be sold,
(d) the foregoing provisions relating to Liens shall not apply to restrictions
or conditions imposed by any agreement relating to secured Indebtedness
permitted by this Agreement (other than secured Indebtedness permitted by clause
(g) of Section 5.08) if such restrictions or conditions apply only to the
property or assets securing such Indebtedness and (e) the foregoing provisions
relating to Liens shall not apply to customary provisions in leases restricting
the assignment thereof.

      


      SECTION
5.20. Credit
Ratings. The Borrower will use commercially reasonable efforts to
maintain Credit Ratings from each of S&P and Moody’s at all
times.

      


      SECTION
5.21. Prepayment
Avoidance. The Borrower will, and will cause each Consolidated Subsidiary
to, either repay or prepay Loans, or make investments in assets to be used in
their businesses, in each case as necessary to avoid any mandatory redemption,
repurchase or prepayment referred to in the proviso to clause (c) of the
definition of “Disqualified Equity Interest” or the proviso to clause (g) of
Section 5.08.

      


      


      ARTICLE
VI 

       

      Events of Default and
Remedies

      


      SECTION
6.01. Events of
Default. Any of the following shall be an “Event of
Default”:

      


      (a) the
Borrower shall fail to make any payment of principal of or interest on any Loan
or any obligation in respect of any LC Disbursement when due or to

      


      
        
          
          

        

        
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      pay any
fees or other amounts payable by it hereunder when due, and such failure remains
unremedied for three Business Days after the Borrower’s actual receipt of notice
of such failure from the Administrative Agent at the request of any
Lender;

      


      
        (b)  any
statement of fact or representation made or deemed to be made by (i) the
Borrower in this Agreement or by the Borrower or any of its officers in any
certificate delivered pursuant to this Agreement or (ii) at such times as the
Collateral and Guarantee Requirement is required to be satisfied, any Loan Party
in any Loan Document or by any Loan Party or any of its respective officers in
any certificate delivered pursuant to any Loan Document, shall prove to have
been incorrect in any material respect when made or deemed made, and, if the
consequences of such representation or statement being incorrect shall be
susceptible of remedy in all material respects, such consequences shall not be
remedied in all material respects within 30 days after any executive officer of
the Borrower or any Financial Officer first becomes aware of or is advised that
such representation or statement was incorrect in a material
respect;

      

      


      (c) (i) the
Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Section 5.04 (with respect to the existence of the Borrower), 5.08,
5.10, 5.11, 5.12, 5.13, 5.17, 5.18, 5.19 or 5.21 and, if the consequences of
such failure shall be susceptible of remedy in all material respects, such
consequences shall not be remedied in all material respects within 20 days after
any executive officer of the Borrower or any Financial Officer first becomes
aware or is advised of such failure or (ii) the Borrower shall fail to observe
or perform any covenant, condition or agreement contained in Section 5.06, 5.07
or 5.14;

      


      (d) (i) the
Borrower or any Consolidated Subsidiary shall fail to pay principal of or
interest on any Material Indebtedness and the longer of any periods within which
the Borrower or such Consolidated Subsidiary shall be allowed to cure such
nonpayment shall have elapsed, or 10 days shall have passed since such failure,
in either case without curing such nonpayment or (ii) any event or condition
shall occur which enables the holder of any Material Indebtedness or any Person
acting on such holder’s behalf to accelerate the maturity thereof, and the
longer of any periods within which the Borrower or such Consolidated Subsidiary
shall be allowed to cure such condition or event shall have elapsed, or 10 days
shall have passed since the occurrence of such event or condition, in either
case without curing such event or condition; provided no Default
under this clause (d) shall be deemed to occur if (1) if at the time the
relevant event or condition described in this clause (d) occurs, (A) if both
rating agencies shall have a Credit Rating then in effect, the Credit Ratings
are BBB and Baa2 or better, or (B) if only one rating agency shall have a Credit
Rating then in effect, the Credit Rating from such rating agency is BBB or Baa2
or better, (2) the Borrower does not cease to have the Credit Ratings described
in clause (1) above for reasons attributable to the relevant event or condition
described in this clause (d), and (3) all Material Indebtedness that is affected
by any event or condition described in this clause (d) is either (A) owed by a
Consolidated Subsidiary not incorporated

      


      
        
          
          

        

        
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      under the
laws of any State of the United States, the District of Columbia or Canada or
any province thereof, or (B) permitted under clause (a) of Section
5.10;

      


      (e) the
Borrower or any Consolidated Subsidiary shall (i) make a general assignment for
the benefit of creditors, (ii) apply for or consent (by admission of material
allegations of a petition or otherwise) to the appointment of a receiver,
custodian, trustee or liquidator of the Borrower or any Consolidated Subsidiary
or any substantial part of the properties of the Borrower or any Consolidated
Subsidiary or authorize such application or consent, or proceedings seeking such
appointment shall be commenced without such authorization, consent or
application against the Borrower or any Consolidated Subsidiary and continue
undismissed for 30 days (or if such dismissal of such unauthorized proceedings
cannot reasonably be obtained within such 30-day period, the Borrower or any
Consolidated Subsidiary shall fail either to proceed with due diligence to seek
to obtain dismissal within such 30-day period or to obtain dismissal within 60
days), (iii) authorize or file a voluntary petition in bankruptcy, suffer an
order for relief under any Federal bankruptcy law, or apply for or consent (by
admission of material allegations of a petition or otherwise) to the application
of any bankruptcy, reorganization, arrangement, readjustment of debt,
insolvency, dissolution, liquidation or other similar law of any jurisdiction,
or authorize such application or consent, or proceedings to such end shall be
instituted against the Borrower or any Consolidated Subsidiary without such
authorization, application or consent which are not vacated within 30-days from
the date thereof (or if such vacation cannot reasonably be obtained within such
30-day period, the Borrower shall fail either to proceed with due diligence to
seek to obtain vacation within such 30-day period or to obtain vacation within
60 days), (iv) permit or suffer all or any substantial part of its properties to
be sequestered, attached, or subjected to a Lien (other than a Lien expressly
permitted by the exceptions to Section 5.08) through any legal proceeding or
distraint which is not vacated within 30-days from the date thereof (or if such
vacation cannot reasonably be obtained within such 30-day period, the Borrower
shall fail either to proceed with due diligence to seek to obtain vacation
within such 30 day period or to obtain vacation within 60 days), (v) generally
not pay its debts as such debts become due or admit in writing its inability to
do so, or (vi) conceal, remove, or permit to be concealed or removed, any
material part of its property, with intent to hinder, delay or defraud its
creditors or any of them; provided, however, that the
foregoing events will not constitute an Event of Default if such events occur
with respect to any Subsidiary which is: (1) a Consolidated Subsidiary not
organized under the laws of any State of the United States, the District of
Columbia or Canada or any province thereof and not engaged in the retail
business, if the aggregate Value of the Borrower’s and all Consolidated
Subsidiaries’ investments in and advances to such Consolidated Subsidiary and
all such other Consolidated Subsidiaries to which these tests are being applied
within a period of 18 months ending on the date of determination, does not
exceed $100,000,000, and if at the time the relevant event or condition
described in this clause (e) occurs, (A) both rating agencies shall have a
Credit Rating then in effect, the Credit Ratings are BBB and Baa2 or better, (B)
if only one rating agency shall have a Credit Rating then in effect,
the

      


      
        
          
          

        

        
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      Credit
Rating from such rating agency is BBB or Baa2 or better and (C) the Borrower
does not cease to have the Credit Ratings described in clause (A) or (B) above
for reasons attributable to the relevant event or condition described in this
clause (e); (2) a Consolidated Subsidiary (other than a Subsidiary Loan Party)
organized under the laws of any State of the United States, the District of
Columbia or Canada or any province thereof and not engaged in the retail
business, if the aggregate Value of the Borrower’s and all Consolidated
Subsidiaries’ investments in and advances to such Consolidated Subsidiary and
all other such Consolidated Subsidiaries to which these tests are being applied
within a period of 18 months ending on the date of determination, does not
exceed $50,000,000, and if at the time the relevant event or condition described
in this clause (e) occurs, (A) both rating agencies shall have a Credit Rating
then in effect, the Credit Ratings are BBB and Baa2 or better, (B) if only one
rating agency shall have a Credit Rating then in effect, the Credit Rating from
such rating agency is BBB or Baa2 or better and (C) the Borrower does not cease
to have the Credit Ratings described in clause (A) or (B) above for reasons
attributable to the relevant event or condition described in this clause (e); or
(3) any Consolidated Subsidiary (other than a Subsidiary Loan Party) not engaged
in the retail business, if the aggregate Value of the Borrower’s and all
Consolidated Subsidiaries’ investments in and advances to such Consolidated
Subsidiary and all other such Consolidated Subsidiaries to which these tests are
being applied within a period of 18 months ending on the date of determination,
does not exceed $25,000,000;

      


      (f) the
Borrower or any ERISA Affiliate shall fail to pay when due an amount or amounts
aggregating in excess of $50,000,000 which it shall have become liable to pay to
the PBGC or to a Plan under Title IV of ERISA; or notice of intent to terminate
a Plan or Plans having aggregate Unfunded Liabilities in excess of $100,000,000
(collectively a “Material Plan”) shall
be filed under Title IV of ERISA by the Borrower or any ERISA Affiliate, any
plan administrator or any combination of the foregoing; or the PBGC shall
institute proceedings under Title IV of ERISA to terminate or to cause a trustee
to be appointed to administer any Material Plan or a proceeding shall be
instituted by a fiduciary of any Material Plan against the Borrower or any ERISA
Affiliate to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding
shall not have been dismissed within 30 days thereafter; or a condition shall
exist by reason of which the PBGC would be entitled to obtain a decree
adjudicating that any Material Plan must be terminated;

      


      (g) the
Borrower shall fail to perform or observe in any material respect any other
term, covenant or agreement contained in any Loan Document (including without
limitation Section 5.01 of this Agreement) on its part to be performed or
observed and any such failure remains unremedied for 30 days after the Borrower
shall have received written notice thereof from the Administrative Agent at the
request of any Lender;

      


      
        (h)  a Change
in Control shall occur; or

      

      


      
        
          
          

        

        
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      (i) one
or more judgments for the payment of money in an aggregate amount in excess of
$100,000,000, exclusive of amounts covered by third party insurance, shall be
rendered against the Borrower, any Consolidated Subsidiary or any combination
thereof and the same shall remain undischarged for a period of 60 consecutive
days during which execution shall not be effectively stayed, or any action shall
be legally taken by a judgment creditor to attach or levy upon any assets of the
Borrower or any Consolidated Subsidiary to enforce any such judgment; provided that in
calculating the amounts covered by third party insurance, amounts covered by
third party insurance shall not include amounts for which the third party
insurer has denied liability.

      


      SECTION
6.02. Remedies.
If any Event of Default shall occur and be continuing, the Administrative Agent
shall (a) if requested by the Required Lenders, by notice to the Borrower
terminate the Commitments and they shall thereupon terminate, and (b) if
requested by Lenders holding more than 50% of the aggregate unpaid principal
amount of the Loans, by notice to the Borrower declare the Loans (together with
accrued interest thereon and all other amounts payable by the Borrower
hereunder) to be, and the Loans (together with accrued interest thereon and all
other amounts payable by the Borrower hereunder) shall thereupon become,
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrower; provided that in the
case of any of the bankruptcy Events of Default specified in Section 6.01(e)
with respect to the Borrower, without any notice to the Borrower or any other
act by the Administrative Agent or the Lenders, the Commitments shall thereupon
terminate and the Loans (together with accrued interest thereon and all other
amounts payable by the Borrower hereunder) shall become immediately due and
payable without presentment, demand, protest or other notice of any kind, all of
which are hereby waived by the Borrower.

      


      SECTION
6.03. Notice of
Default. The Administrative Agent shall give notice to the Borrower under
Section 6.01(a) or 6.01(g) promptly upon being requested to do so by any Lender
and shall thereupon notify all the Lenders thereof.

      


      


      ARTICLE
VII

      


      The
Agents

      


      Each of
the Lenders and each Issuing Bank hereby irrevocably appoints each of the
Administrative Agent and the Collateral Agent as its agent and authorizes such
Agent to take such actions on its behalf and to exercise such powers as are
delegated to such Agent by the terms of the Loan Documents, together with such
actions and powers as are reasonably incidental thereto. In addition, to the
extent required under the laws of any jurisdiction, each of the Lenders hereby
grants to the Collateral Agent any required powers of attorney to execute and
enforce any Collateral Document governed by the laws of such jurisdiction on
such Lender’s behalf.

      


      Each of
the banks serving as an Agent hereunder shall have the same rights and powers in
its capacity as a Lender as any other Lender and may exercise the

      


      
        
          
          

        

        
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      same as
though it were not an Agent, and such bank and its Affiliates may accept
deposits from, lend money to and generally engage in any kind of business with
the Borrower or any Subsidiary or other Affiliate thereof as if it were not an
Agent under the Loan Documents.

      


      The
Agents shall not have any duties or obligations except those expressly set forth
in the Loan Documents. Without limiting the generality of the foregoing, (a) the
Agents shall not be subject to any fiduciary or other implied duties, regardless
of whether a Default has occurred and is continuing, (b) the Agents shall not
have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated by the
Loan Documents that the applicable Agent is required to exercise in writing by
the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary under the circumstances as provided in Section 8.02) or, in the
case of the Collateral Documents, the Required Secured Parties, and (c) except
as expressly set forth in the Loan Documents, the Agents shall not have any duty
to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrower or any of its Subsidiaries that is
communicated to or obtained by the banks serving as Agents or any of their
respective Affiliates in any capacity. No Agent shall be liable for any action
taken or not taken by it with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 8.02) or, in the case of the
Collateral Documents, the Required Secured Parties, or in the absence of its own
gross negligence or willful misconduct. Each Agent shall be deemed not to have
knowledge of any Default unless and until written notice thereof is given to
such Agent by the Borrower or a Lender, and the Agents shall not be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement, (ii) the contents
of any certificate, report or other document delivered hereunder or in
connection with any Loan Document, (iii) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article IV or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be
delivered to the applicable Agent.

      


      Each
Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing believed by it to be genuine and to have been signed
or sent by the proper Person. Each of the Agents also may rely upon any
statement made to it orally or by telephone and believed by it to be made by the
proper Person, and shall not incur any liability for relying thereon. Each Agent
may consult with legal counsel (who may be counsel for the Borrower),
independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.

      


      Each of
the Agents may perform any and all of its duties and exercise its rights and
powers by or through any one or more sub-agents appointed by such Agent. Each of
the Agents and any such sub-agent may perform any and all of its duties
and

      


      
        
          
          

        

        
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      exercise
its rights and powers through their respective Related Parties. The exculpatory
provisions of the preceding paragraphs shall apply to any such sub-agent and to
the Related Parties of each Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as an Agent.

      


      Subject
to the appointment and acceptance of a successor Agent as provided in this
paragraph, either Agent may resign at any time by notifying the Lenders, the
Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders
(or, in the case of the Collateral Agent, the Required Secured Parties) shall
have the right, in consultation with the Borrower, to appoint a successor. If no
successor shall have been so appointed by the Required Lenders (or, in the case
of the Collateral Agent, the Required Secured Parties) and shall have accepted
such appointment within 30 days after the retiring Agent gives notice of its
resignation, then the retiring Agent may, on behalf of the Lenders and the
Issuing Banks, appoint a successor Agent which shall be a bank with an office in
New York, New York, or an Affiliate of any such bank. Upon the acceptance of its
appointment as an Agent by a successor, such successor shall succeed to and
become vested with all the rights, powers, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations under the Loan Documents. The fees payable by the Borrower to a
successor Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrower and such successor. After such Agent’s
resignation hereunder, the provisions of this Article and Section 8.03 shall
continue in effect for the benefit of such retiring Agent, its sub-agents and
their respective Related Parties in respect of any actions taken or omitted to
be taken by any of them while it was acting as an Agent.

      


      Each
Lender acknowledges that it has, independently and without reliance upon the
Agents or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon the Agents or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon any Loan
Document, any related agreement or any document furnished hereunder or
thereunder. The Joint Lead Arrangers and Joint Bookrunners, the Co-Syndication
Agents and the Co-Documentation Agents (each as identified on the cover page of
this Agreement), in their capacities as such, shall have no rights, powers,
duties, liabilities, fiduciary relationships or obligations under any Loan
Document or any of the other documents related hereto.

      


      Each of
the Lenders hereby (a) agrees to be bound by the provisions of the Collateral
Documents, including those terms thereof applicable to the Collateral Agent and
the provisions thereof authorizing the Required Secured Parties to approve
amendments or modifications thereto or waivers thereof, and to control remedies
thereunder, and (b) irrevocably authorizes the Collateral Agent to release any
Lien on any Collateral in accordance with the Collateral Documents.

      


      Each of
the Lenders hereby (a) authorizes and instructs the Collateral Agent to enter
into an Intercreditor Agreement if Indebtedness is incurred that is
secured

      


      
        
          
          

        

        
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      by Liens
contemplated by clause (g) of Section 5.08 and (b) agrees that it will be bound
by and will take no actions contrary to the provisions of such Intercreditor
Agreement.

      


      


      ARTICLE
VIII

      


      Miscellaneous

      


      SECTION
8.01. Notices.
Except in the case of notices and other communications expressly permitted to be
given by telephone (and subject to the last paragraph of this section), all
notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

      


      (a) if to the
Borrower, to it at Three Limited Parkway, P.O. Box 16000, Columbus, Ohio 43216,
Attention of Treasurer (Telecopy No. (614) 415-8098) with copy to General
Counsel (Telecopy No. (614) 415-7188);

      


      (b) if to
either Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 1111
Fannin Street, Floor 10, Houston, Texas 77002-6925, Attention of Maria Saez,
Loan & Agency Services (Telecopy No. 713-750-2956 and emailed, if
applicable, to covenant.compliance@jpmorgan.com), with a copy to JPMorgan Chase
Bank, N.A., 383 Madison Avenue, 24th Floor, New York, New York 10179, Attention
of Lauren Baker (Telecopy No. 212-270-6637);

      


      (c) if to an
Issuing Bank, as applicable, to it at (i) JPMorgan Chase Bank, N.A., Attention
of Mary McCormack (Telecopy No. (212) 552-5650), (ii) Citibank, N.A., Attention
of LC Team (Telecopy No. (212) 994-0847) or (iii) to it at its address (or
telecopy number) specified in writing to the Borrower and the Administrative
Agent in accordance with this Section 8.01; and

      


      (d) if to any
other Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire.

      


      Any party
hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of
receipt.

      


      Notices
and other communications to the Lenders hereunder may be delivered or furnished
by electronic communications pursuant to procedures approved by the
Administrative Agent; provided that the
foregoing shall not apply to notices pursuant to Article II unless otherwise
agreed by the Administrative Agent and the applicable Lender. Either Agent or
the Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that
approval of such procedures may be limited to particular notices or
communications.

      


      
        
          
          

        

        
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      SECTION
8.02. Waivers;
Amendments. (a) No failure or delay by the Administrative Agent, any
Issuing Bank or any Lender in exercising any right or power hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the
Administrative Agent, any Issuing Bank and the Lenders hereunder are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of this Agreement or consent to any departure by the
Borrower therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, any Lender or any
Issuing Bank may have had notice or knowledge of such Default at the
time.

      


      (b)
Neither this Agreement nor any provision hereof may be waived, amended or
modified except pursuant to an agreement or agreements in writing entered into
by the Borrower and the Required Lenders or by the Borrower and the
Administrative Agent with the consent of the Required Lenders; provided that no such
agreement shall (i) increase the Commitment of any Lender without the written
consent of such Lender, (ii) reduce the principal amount of any Loan or LC
Disbursement or reduce the rate of interest thereon, or reduce any fees payable
by the Borrower hereunder, without the written consent of each Lender affected
thereby, (iii) postpone the scheduled date of payment of the principal amount of
any Loan or LC Disbursement, or any interest thereon, or any fees payable by the
Borrower hereunder, or reduce the amount of, waive or excuse any such payment,
or postpone the scheduled date of expiration of any Commitment, without the
written consent of each Lender affected thereby, (iv) change Section 2.17(b) or
(c) in a manner that would alter the pro rata sharing of payments required
thereby, without the written consent of each Lender, or (v) change any of the
provisions of this Section or the definition of “Required Lenders” or
any other provision hereof specifying the number or percentage of Lenders
required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the written consent of
each Lender; provided
further that no such agreement shall amend, modify or otherwise affect
the rights or duties of the Administrative Agent or any Issuing Bank hereunder
without the prior written consent of the Administrative Agent or any Issuing
Bank, as the case may be. Notwithstanding the foregoing, any provision of this
Agreement may be amended by an agreement in writing entered into by the
Borrower, the Required Lenders and the Administrative Agent (and, if their
rights or obligations are affected thereby, any Issuing Bank) if (i) by the
terms of such agreement the Commitment of each Lender not consenting to the
amendment provided for therein shall terminate upon the effectiveness of such
amendment and (ii) at the time such amendment becomes effective, each Lender not
consenting thereto receives payment in full of the principal of and interest
accrued on each Loan made by it and all other amounts owing to it or accrued for
its account under this Agreement.

      


      
        
          
          

        

        
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      SECTION
8.03. Expenses;
Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Agents and their respective Affiliates,
including the reasonable fees, charges and disbursements of a single counsel for
the Agents, as applicable, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of the Loan
Documents or any amendments, modifications or waivers of the provisions thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated) and (ii) if an Event of Default occurs, all reasonable
out-of-pocket expenses incurred by either Agent, any Issuing Bank or any Lender,
including the fees, charges and disbursements of any counsel for either Agent,
any Issuing Bank or any Lender, in connection with the enforcement or protection
of its rights in connection with the Loan Documents.

      


      (b) The
Borrower shall indemnify each Agent, any Issuing Bank and each Lender, and each
Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the reasonable fees,
charges and disbursements of any counsel for any Indemnitee in connection with
any investigative, administrative or judicial proceeding, whether or not such
Indemnitee shall be designated a party thereto, which may be incurred by any
Indemnitee, relating to or arising out of any actual or proposed use of proceeds
of Loans hereunder for the purpose of acquiring equity securities of any Person
or any exercise of remedies under the Loan Documents; provided that no
Indemnitee shall have the right to be indemnified hereunder (i) with respect to
the acquisition of equity securities of a wholly-owned Subsidiary, or of a
Person who prior to such acquisition did not conduct any business or (ii) for
its own gross negligence or willful misconduct.

      


      (c) To
the extent that the Borrower fails to pay any amount required to be paid by it
to either Agent or any Issuing Bank under paragraph (a) or (b) of this Section,
(i) each Lender, in the case of this Agreement, severally agrees to pay to the
Administrative Agent or Issuing Bank, as the case may be, such Lender’s ratable
share (determined in accordance with such Lender’s share of the total
Commitments or, if the Commitments have terminated, the total Revolving Credit
Exposures, in each case as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount and (ii) each Secured
Party, in the case of the Collateral Agreement, severally agrees to pay to the
Collateral Agent such Secured Party’s ratable share (determined in accordance
with such Secured Party’s share of the Obligations) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against such Agent or
Issuing Bank in its capacity as such.

      


      (d) To
the extent permitted by applicable law, the Borrower shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, the Loan
Documents or any agreement or instrument contemplated hereby, the Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof; provided that the
foregoing waiver shall not

      


      
        
          
          

        

        
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      apply to
special, indirect or consequential damages (but shall apply to punitive damages)
attributable to the failure of a Lender to fund Loans, when required to do so
hereunder, promptly after the receipt of notice of such failure.

      


      (e) All
amounts due under this Section shall be payable promptly after written demand
therefor.

      


      SECTION
8.04. Successors and
Assigns. (a) The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of any Issuing Bank that
issues any Letter of Credit), except that (i) other than pursuant to a merger
permitted under Section 5.12, the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
each Lender (and any attempted assignment or transfer by the Borrower without
such consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this
Section. Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby (including any Affiliate of any Issuing
Bank that issues any Letter of Credit), Participants (to the extent provided in
paragraph (c) of this Section) and, to the extent expressly contemplated hereby,
the Related Parties of each of the Agents, any Issuing Bank and the Lenders) any
legal or equitable right, remedy or claim under or by reason of this
Agreement.

      


      (b) (i)
Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may
assign to one or more assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
at the time owing to it) with the prior written consent (such consent not to be
unreasonably withheld) of:

      


      (A) the
Borrower; provided that no
consent of the Borrower shall be required for an assignment to a Lender, an
Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred
and is continuing, any other assignee;

      


      
        (B)  the
Administrative Agent; and

      

      


      
        (C)  each
Issuing Bank.

      

      


      
        (ii)  Assignments
shall be subject to the following additional conditions:

      

      


      (A) except in
the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender’s Commitment
or Loans, the amount of the Commitment or Loans of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent) shall
not be less than $10,000,000 unless each of the Borrower and the
Administrative

      


      
        
          
          

        

        
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      Agent
otherwise consents; provided that no such
consent of the Borrower shall be required if an Event of Default has occurred
and is continuing;

      


      (B) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender’s rights and obligations under this Agreement in respect of
the applicable Class; provided that this
clause shall not apply to rights in respect of outstanding Competitive
Loans;

      


      (C) the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption, together with a processing and recordation fee of
$3,500; and

      


      (D) the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent
an Administrative Questionnaire.

      


      For
purposes of this Section 8.04(b), the term “Approved Fund” has the following
meaning:

      


      “Approved Fund” means
any Person (other than a natural person) that is engaged in making, purchasing,
holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by a Lender,
an Affiliate of a Lender or an entity or an Affiliate of an entity that
administers or manages a Lender.

      


      (iii) Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and
Assumption the assignee thereunder shall be a party hereto and, to the extent of
the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 2.14,
2.15, 2.16 and 8.03). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 8.04
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (c) of
this Section.


      


      (iv) The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Commitment of, and principal amount of the Loans and LC
Disbursements owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”). The
entries in the Register shall be conclusive, in the absence of manifest error,
and the Borrower, the Administrative

      


      
        
          
          

        

        
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      Agent,
any Issuing Bank and the Lenders may treat each Person whose name is recorded in
the Register pursuant to the terms hereof as a Lender hereunder for all purposes
of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower, any Issuing Bank and any Lender, at
any reasonable time and from time to time upon reasonable prior
notice.

      


      (v) Upon
its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section and
any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption
and record the information contained therein in the Register. No assignment
shall be effective for purposes of this Agreement unless it has been recorded in
the Register as provided in this paragraph.

      


      (c) (i)
Any Lender may, without the consent of the Borrower, the Administrative Agent or
any Issuing Bank, sell participations to one or more banks or other entities (a
“Participant”)
in all or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it); provided that (A)
such Lender’s obligations under this Agreement shall remain unchanged, (B) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (C) the Borrower, the Administrative Agent,
any Issuing Bank and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce the Loan Documents and to approve any amendment,
modification or waiver of any provision of the Loan Documents; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in clause (i), (ii), (iii) or (iv) of the first proviso to Section
8.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 8.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.17(c) as though it were a
Lender.

      


      (ii) A
Participant shall not be entitled to receive any greater payment under Section
2.14 or 2.16 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower’s prior written
consent. A Participant that would be a Foreign Lender if it were a Lender shall
not be entitled to the benefits of Section 2.16 unless the Borrower is notified
of the participation sold to such Participant and such Participant agrees, for
the

      


      
        
          
          

        

        
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      benefit
of the Borrower, to comply with Section 2.16(f) as though it were a
Lender.

      


      (d) Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank, and this Section shall not apply to any such pledge or assignment of a
security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

      


      SECTION
8.05. Survival.
All covenants, agreements, representations and warranties made by the Loan
Parties in the Loan Documents and in the certificates or other instruments
delivered in connection with or pursuant to any Loan Document shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of the Loan Documents and the making of any
Loans and issuance of any Letters of Credit, regardless of any investigation
made by any such other party or on its behalf and notwithstanding that the
Administrative Agent, any Issuing Bank or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any
credit is extended hereunder, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid or any
Letter of Credit is outstanding and so long as the Commitments have not expired
or terminated. The provisions of Sections 2.14, 2.15, 2.16 and 8.03 and Article
VII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision
hereof.

      


      SECTION
8.06. Counterparts;
Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Agreement, the other Loan Documents and
any separate letter agreements with respect to fees payable to the
Administrative Agent and the initial Lenders constitute the entire contract
among the parties relating to the subject matter hereof and supersede any and
all previous agreements and understandings, oral or written, relating to the
subject matter hereof. This Agreement shall become effective as provided in the
Restatement Agreement.

      


      SECTION
8.07. Severability. Any
provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

      


      
        
          
          

        

        
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      SECTION
8.08. Right of
Setoff. If any Event of Default shall have occurred and be continuing,
each Lender and each of its Affiliates is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other obligations at any time owing by such Lender or
Affiliate to or for the credit or the account of the Borrower against any and
all the obligations then due of the Borrower now or hereafter existing under
this Agreement held by such Lender. The rights of each Lender under this Section
are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.

      


      SECTION
8.09. Governing Law;
Jurisdiction; Consent to Service of Process. (a) This
Agreement shall be construed in accordance with and governed by the law of the
State of New York.

      


      (b) The
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of
New York sitting in New York County and of the United States District Court of
the Southern District of New York, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to any Loan Document, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees, to the fullest extent permitted
under applicable law, that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or Federal court.
Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in any Loan
Document shall affect any right that either Agent, any Issuing Bank or any
Lender may otherwise have to bring any action or proceeding relating to any Loan
Document against the Borrower or its properties in the courts of any
jurisdiction.

      


      (c) The
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or
relating to any Loan Document in any court referred to in paragraph (b) of this
Section. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.

      


      (d) Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 8.01. Nothing in any Loan Document will affect
the right of any party to this Agreement to serve process in any other manner
permitted by law.

      


      SECTION
8.10. WAIVER OF JURY
TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED

      


      
        
          
          

        

        
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      THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

      


      SECTION
8.11. Headings.
Article and Section headings and the Table of Contents used herein are for
convenience of reference only, are not part of this Agreement and shall not
affect the construction of, or be taken into consideration in interpreting, this
Agreement.

      


      SECTION
8.12. Confidentiality. Each
of the Agents, any Issuing Bank and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates’ directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies under any Loan Document or
any suit, action or proceeding relating to any Loan Document or the enforcement
of rights thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of the Borrower
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to either
Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source
other than the Borrower. For the purposes of this Section, “Information” means
all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to either Agent, any
Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the
Borrower. Any Person required to maintain the confidentiality of Information as
provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information.

      


      SECTION
8.13. Interest Rate
Limitation. Notwithstanding anything herein to the contrary, if at any
time the interest rate applicable to any Loan, together with all fees, charges
and other amounts which are treated as interest on such Loan under applicable
law (collectively the “Charges”), shall
exceed the maximum lawful rate (the “Maximum Rate”) which
may be contracted for, charged, taken, received or reserved by the Lender
holding such Loan in accordance with applicable law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in
respect

      


      
        
          
          

        

        
          74

          
            

          

        

        
          
          

        

      

       

      thereof,
shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the
interest and Charges payable to such Lender in respect of other Loans or periods
shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Effective
Rate to the date of repayment, shall have been received by such
Lender.

      


      SECTION
8.14. Collateral. Each of
the Lenders represents to the Agents and each of the other Lenders that it in
good faith is not relying upon any “margin stock” (as
defined in Regulation U of the Board) as collateral in the extension or
maintenance of the credit provided for in this Agreement. In addition, the
Borrower will not use or permit any proceeds of the Loans to be used in any
manner which would violate or cause any Lender to be in violation of Regulation
U of the Board.

      


      SECTION
8.15. USA Patriot
Act. Each Lender hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the “Patriot Act”) it is
required to obtain, verify and record information that identifies the Borrower,
which information includes the name and address of the Borrower and other
information that will allow such Lender to identify the Borrower in accordance
with the Patriot Act.

      


      
        
          
          

        

        
          75

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE 3.05

      Disclosed
Matters

      


      The
litigation referred to in Borrower's Quarterly Report on Form 10-Q for the
fiscal quarter ended October 31, 2009.

      


      


      


      
        
          
          

        

        
           

          
            

          

        

        
          
          

        

         

         

      

      
        SCHEDULE
3.06

      

       

      
        Consolidated Domestic
Subsidiaries

      

       

      
        	 	
                Subsidiary
      Name

              	
                
                  Jurisdiction
      of
Organization

              	
                
                  
                    Material
      Subsidiary as of
the Restatement Effective
Date
      (Yes/No)

              
	
                1.

              	
                Bath
      & Body Works Brand Management, Inc.

              	
                Delaware

              	
                Yes

              
	
                2.

              	
                Bath
      & Body Works, LLC

              	
                Delaware

              	
                Yes

              
	
                3.

              	
                beautyAvenues,
      Inc.

              	
                Delaware

              	
                Yes

              
	
                4.

              	
                Intimate
      Brands, Inc.

              	
                Delaware

              	
                Yes

              
	
                5.

              	
                Limited
      Brands Direct Fulfillment, Inc.

              	
                Delaware

              	
                Yes

              
	
                6.

              	
                Limited
      Service Corporation

              	
                Delaware

              	
                Yes

              
	
                7.

              	
                Limited
      Store Planning, Inc.

              	
                Delaware

              	
                Yes

              
	
                8.

              	
                Mast
      Industries, Inc.

              	
                Delaware

              	
                Yes

              
	
                9.

              	
                Victoria's
      Secret Direct Brand Management, LLC

              	
                Delaware

              	
                Yes

              
	
                10.

              	
                Victoria's
      Secret Stores Brand Management, Inc.

              	
                Delaware

              	
                Yes

              
	
                11.

              	
                Victoria's
      Secret Stores, LLC

              	
                Delaware

              	
                Yes

              
	
                12.

              	
                Abco,
      LLC

              	
                Delaware

              	
                No

              
	
                13.

              	
                American
      Licensing Group Limited Partnership

              	
                Delaware

              	
                No

              
	
                14.

              	
                Aura
      Science, LLC

              	
                Delaware

              	
                No

              
	
                15.

              	
                Bath
      & Body Works Direct, Inc.

              	
                Delaware

              	
                No

              
	
                16.

              	
                Bath
      & Body Works GC, LLC

              	
                Ohio

              	
                No

              
	
                17.

              	
                Beachline,
      LLC

              	
                Delaware

              	
                No

              
	
                18.

              	
                Bendelco,
      Inc.

              	
                Delaware

              	
                No

              
	
                19.

              	
                Bigelow
      Merchandising, LLC

              	
                Delaware

              	
                No

              
	
                20.

              	
                Boston
      Enterprises, LLC

              	
                Delaware

              	
                No

              
	
                21.

              	
                Brymark,
      Inc.

              	
                Delaware

              	
                No

              
	
                22.

              	
                Directional
      Visions, LLC

              	
                Delaware

              	
                No

              
	
                23.

              	
                Distribution
      Land Corp.

              	
                Delaware

              	
                No

              
	
                24.

              	
                Eastern
      Key Properties, LLC

              	
                Delaware

              	
                No

              
	
                25.

              	
                El
      Strategies, LLC

              	
                Delaware

              	
                No

              
	
                26.

              	
                EXP
      Investments, Inc.

              	
                Delaware

              	
                No

              
	
                27.

              	
                Far
      West Factoring, LLC

              	
                Nevada

              	
                No

              
	
                28.

              	
                Freehold
      Properties, LLC

              	
                Delaware

              	
                No

              
	
                29.

              	
                Hayes
      Productions, LLC

              	
                Delaware

              	
                No

              
	
                30.

              	
                Henri
      Bendel, Inc.

              	
                Delaware

              	
                No

              
	
                31.

              	
                Independent
      Production Services, Inc.

              	
                Delaware

              	
                No

              
	
                32.

              	
                Intermark
      Development Group, Inc.

              	
                Delaware

              	
                No

              
	
                33.

              	
                Intimissimi
      GC, LLC

              	
                Ohio

              	
                No

              
	
                34.

              	
                L.B.I.
      Holdings, Inc.

              	
                Nevada

              	
                No

              
	
                35.

              	
                Limco,
      Inc.

              	
                Delaware

              	
                No

              
	
                36.

              	
                Limcourt,
      Inc.

              	
                Delaware

              	
                No

              
	
                37.

              	
                Limhil,
      Inc.

              	
                Delaware

              	
                No

              
	
                38.

              	
                Limited
      (Overseas), Inc.

              	
                Delaware

              	
                No

              
	
                39.

              	
                Limited
      Assets, Inc.

              	
                Delaware

              	
                No

              
	
                40.

              	
                Limited
      Brand and Creative Services, Inc.

              	
                Delaware

              	
                No

              
	
                41.

              	
                Limited
      Brands Direct Holding, Inc.

              	
                Delaware

              	
                No

              


      

       

      
        
          
          

        

        
           

          
            

          

        

        
          
          

        

      

       

      
        SCHEDULE
3.06



       

      
        	 	
                Subsidiary
      Name

              	
                
                  Jurisdiction
      of
Organization

              	
                
                  
                    Material
      Subsidiary as of
the Restatement Effective
Date
      (Yes/No)

              
	
                42.

              	
                Limited
      Brands Direct Marketing, Inc.

              	
                Delaware

              	
                No

              
	
                43.

              	
                Limited
      Brands Direct Media Production, Inc.

              	
                Delaware

              	
                No

              
	
                44.

              	
                Limited
      Brands Sourcing, Inc.

              	
                Delaware

              	
                No

              
	
                45.

              	
                Limited
      Brands Store Operations, Inc.

              	
                Delaware

              	
                No

              
	
                46.

              	
                Limited
      Brands, Inc.

              	
                Delaware

              	
                No

              
	
                47.

              	
                Limited
      Customs Services, Inc.

              	
                Delaware

              	
                No

              
	
                48.

              	
                Limited
      Direct, Inc.

              	
                Delaware

              	
                No

              
	
                49.

              	
                Limited
      Factoring Inc.

              	
                Nevada

              	
                No

              
	
                50.

              	
                Limited
      Logistics Services, Inc.

              	
                Delaware

              	
                No

              
	
                51.

              	
                Limited
      Marketing Corp.

              	
                Delaware

              	
                No

              
	
                52.

              	
                Limited
      Marketing Services, Inc.

              	
                Delaware

              	
                No

              
	
                53.

              	
                Limited
      Merchandising, Inc.

              	
                Delaware

              	
                No

              
	
                54.

              	
                Limited
      New York, Inc.

              	
                Delaware

              	
                No

              
	
                55.

              	
                Limited
      Overseas Finance, LLC

              	
                Delaware

              	
                No

              
	
                56.

              	
                Limited
      Service Corporation II

              	
                Delaware

              	
                No

              
	
                57.

              	
                Limited
      Specialties, Inc.

              	
                Delaware

              	
                No

              
	
                58.

              	
                Limited
      Technology Services, Inc.

              	
                Delaware

              	
                No

              
	
                59.

              	
                Limres,
      Inc.

              	
                Delaware

              	
                No

              
	
                60.

              	
                Limsoc,
      Inc.

              	
                Delaware

              	
                No

              
	
                61.

              	
                Limtown,
      Inc.

              	
                Delaware

              	
                No

              
	
                62.

              	
                Lone
      Mountain Factoring, LLC

              	
                Nevada

              	
                No

              
	
                63.

              	
                MA
      Holdings, Inc.

              	
                Nevada

              	
                No

              
	
                64.

              	
                Mast
      Industries (Delaware), Inc.

              	
                Delaware

              	
                No

              
	
                65.

              	
                Mast
      Industries Sourcing, Inc.

              	
                Delaware

              	
                No

              
	
                66.

              	
                Midwest
      Visions, LLC

              	
                Delaware

              	
                No

              
	
                67.

              	
                MORSO
      Holding Co.

              	
                Delaware

              	
                No

              
	
                68.

              	
                Nevada
      Fusion, Inc.

              	
                Nevada

              	
                No

              
	
                69.

              	
                New
      Vision (U.S.), Inc.

              	
                Delaware

              	
                No

              
	
                70.

              	
                Niacorp
      Commercial, Inc.

              	
                Nevada

              	
                No

              
	
                71.

              	
                Niacorp
      Development, Inc.

              	
                Nevada

              	
                No

              
	
                72.

              	
                North
      Port Enterprises, LLC

              	
                Delaware

              	
                No

              
	
                73.

              	
                Oldco,
      Inc.

              	
                Delaware

              	
                No

              
	
                74.

              	
                Overseas
      Holdings, Inc.

              	
                Delaware

              	
                No

              
	
                75.

              	
                PENHAL
      Investments, Inc.

              	
                Delaware

              	
                No

              
	
                76.

              	
                Retail
      Transportation Company

              	
                Delaware

              	
                No

              
	
                77.

              	
                REYNO
      Holding Co.

              	
                Delaware

              	
                No

              
	
                78.

              	
                Slatkin
      & Co., Inc.

              	
                New
      York

              	
                No

              
	
                79.

              	
                Southern
      Key Properties, LLC

              	
                Delaware

              	
                No

              
	
                80.

              	
                Victoria's
      Secret Beauty Company

              	
                Delaware

              	
                No

              
	
                81.

              	
                Victoria's
      Secret Direct GC, LLC

              	
                Ohio

              	
                No

              
	
                82.

              	
                Victoria's
      Secret Direct New York, LLC

              	
                Delaware

              	
                No

              
	
                83.

              	
                Victoria's
      Secret Stores GC, LLC

              	
                Ohio

              	
                No

              


      

       

       

      
        
          
          

        

        
           

          
            

          

        

        
          
          

        

      

      


      


      


      


      SCHEDULE 5.08

      Existing
Liens

      


      NONE.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      SCHEDULE 5.19

      


      


      Restrictive
Agreements

      


      
        	
                1.  

              	
                Indenture
      dated as of March 15, 1988 between the Borrower and The Bank of New York,
      as Trustee (the “1988 Indenture ”)

              


      

      


      
        	
                2.  

              	
                First
      Supplemental Indenture to the 1988 Indenture dated as of May 31, 2005
      among the Borrower, The Bank of New York, as Resigning Trustee and The
      Bank of New York Trust Company, N.A., as Successor
  Trustee

              


      

      


      
        	
                3.  

              	
                Second
      Supplemental Indenture to 1988 Indenture dated as of July 17, 2007 between
      the Borrower and The Bank of New York Trust Company, N.A., as
      Trustee

              


      

      


      
        	
                4.  

              	
                Indenture
      dated as of February 19, 2003 between the Borrower and The Bank of New
      York, as Trustee

              


      

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      EXHIBIT A


      TO THE
AMENDED AND RESTATED

      FIVE-YEAR
REVOLVING CREDIT AGREEMENT

      


      


      [FORM
OF]

      


      ASSIGNMENT
AND ASSUMPTION

      


      This
Assignment and Assumption (the “Assignment and
Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [Insert name of Assignor] (the “Assignor”) and
[Insert name of Assignee] (the “Assignee”).

      Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the Assignee. The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to
and incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full.

      


      For an
agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor’s rights and
obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding
rights and obligations of the Assignor under the respective facilities
identified below (including any letters of credit included in such facilities)
and (ii) to the extent permitted to be assigned under applicable law, all
claims, suits, causes of action and any other right of the Assignor (in its
capacity as a Lender) against any Person, whether known or unknown, arising
under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed thereby
or in any way based on or related to any of the foregoing, including contract
claims, tort claims, malpractice claims, statutory claims and all other claims
at law or in equity related to the rights and obligations sold and assigned
pursuant to clause (i) above (the rights and obligations sold and assigned
pursuant to clauses (i) and (ii) above being referred to herein collectively as
the “Assigned
Interest”). Such sale and assignment is without recourse to the Assignor
and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by the Assignor.

       

      
      

       

      
        	
                1.

              	
                Assignor: 

              	 
	 	 	  
	
                2.

              	Assignee:	 
	 	
                [and
      is an Affiliate/Approved Fund of [Identify Lender]]1

              
	 	 
	
                3.

              	
                Borrower:
      Limited Brands, Inc.

              


      

       

      
        
          

        

      

      
        	
                1  

              	
                Select
      as applicable.

              


      

      


      
        
          
          

        

        
           

          
            

          

        

        
          
          

        

      

       

      4. Administrative Agent: JPMorgan Chase Bank, N.A., as the
Administrative Agent under the Credit Agreement

      


      
        	
                5.  

              	
                Credit
      Agreement: The Amended and Restated Five-Year Revolving Credit Agreement
      dated as of March 8, 2010, among Limited Brands, Inc., the Lenders parties
      thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other
      agents parties thereto.

              


      

      


      
        	
                6.  

              	
                Assigned
      Interest:

              


      

      


      
        	
                
                  Class
      of
Commitment/Loans

              	
                
                  
                    
                      
                        Aggregate
      Amount

                        of

                      
Commitment/Loans
for all Lenders of
      the
applicable Class

              	
                
                  
                    Amount
      of

                    Commitment/Loans

                  
Assigned

              	
                
                  
                    
                      Percentage
Assigned
      of
Commitment/

                  Loans of the

                  applicable Class  2

                

              
	 
      	
                $

              	
                $

              	
                %

              
	 
      	 
      	 
      	 
      


      

      


      Effective
Date:                                                   ,
20     [TO BE
INSERTED BY ADMINISTRATIVE

      AGENT AND
WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR].

      


      


       

      
        
          
2 Set
forth, to at least 9 decimals, as a percentage of the Commitment/Loans of
all Lenders of the
applicable Class thereunder.

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      The terms set forth in this Assignment and Assumption are hereby
agreed to:

       

      
      

       

      
        	 	ASSIGNOR
      [NAME OF ASSIGNOR],
	 	 	 
	 	 	 
	 	by	 
	 	 	Title:
	 	 	 
	 	
                ASSIGNEE
      [NAME OF ASSIGNEE],

              
	 	 
	 	by	 
	 	 	Title:
	 	 	 
	 	 	 


      

       

      


      


       

      
        	
                Consented
      to and Accepted:

              	 
	 	 
	
                JPMORGAN
      CHASE BANK, N.A.,

                as
      Administrative Agent,

              	 
	 	 	 
	by	 	 
	 	Title:	 
	 	 
	Consented
    to:	 
	 	 	 
	
                LIMITED
      BRANDS, INC.,

              	 
	 	 	 
	by	 	 
	 	Title:	 
	 	 	 


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ANNEX 1

      


      


      LIMITED
BRANDS, INC.

      AMENDED
AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT

      


      
        STANDARD
TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

      

      


      1.  Representations and
Warranties.

      


      1.1 Assignor. The
Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of
any lien, encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit Agreement
or any other agreement, instrument or document related thereto (each, a “Loan Document”), (ii)
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Loan Documents, (iii) the financial condition of the Borrower, any
of its Subsidiaries or Affiliates or any other Person obligated in respect of
any Loan Document or (iv) the performance or observance by the Borrower, any of
its Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.

      


      1.2.
Assignee. The
Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any,
specified in the Credit Agreement that are required to be satisfied by it in
order to acquire the Assigned Interest and become a Lender, (iii) from and after
the Effective Date, it shall be bound by the provisions of the Credit Agreement
as a Lender thereunder and, to the extent of the Assigned Interest, shall have
the obligations of a Lender thereunder, (iv) it has received a copy of the
Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 5.01 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase the Assigned Interest on the basis of which it has made such analysis
and decision independently and without reliance on the Administrative Agent or
any other Lender and (v) if it is a Foreign Lender, attached to this Assignment
and Assumption is any documentation required to be delivered by it pursuant to
the terms of the Credit Agreement, duly completed and executed by the Assignee;
and (b) agrees that (i) it will, independently and without reliance on the
Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan
Documents and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.

      


      2. Payments. From and
after the Effective Date, the Administrative Agent shall make all payments in
respect of the Assigned Interest (including payments of

      


      
        
          
          

        

        
           

          
            

          

        

        
          
          

        

      

      


      principal, interest, fees and other amounts) to the Assignor for
amounts which have accrued to but excluding the Effective Date and to the
Assignee for amounts which have accrued from and after the Effective
Date.

      


      3. General Provisions.
This Assignment and Assumption shall be binding upon, and inure to the benefit
of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart of
a signature page of this Assignment and Assumption by telecopy shall be
effective as delivery of a manually executed counterpart of this Assignment and
Assumption. This Assignment and Assumption shall be governed by, and construed
in accordance with, the law of the State of New York.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
       

      
        
          	 
      	
                  New
      York

                  Menlo
      Park

                  Washington
      DC

                  London

                  Paris

                	
                  Madrid

                  Tokyo

                  Beijing

                  Hong
      Kong

                


        

        

         

         

        
           

          
            
              	
                      Davis
      Polk & Wardwell LLP

                      450
      Lexington Avenue

                      New
      York, NY 10017

                    	
                      212-450-4000
      tel
212-701-5800 fax

                      name@davispolk.com

                    


            

             

          

          
             

          

        

      

      
        March 8,
2010

         

        To
the Lenders and the Administrative Agent

        c/o JPMorgan Chase
Bank, N.A.,

        as
Administrative Agent

        383 Madison Avenue,
24th Floor

        New York, NY
10179

         

        Ladies and
Gentlemen:

         

        We
have acted as special New York counsel for Limited Brands, Inc., a Delaware
corporation (the “Company”), in connection with
the Amendment and Restatement Agreement dated as of the date hereof (the “Amendment and Restatement”) in
respect of the Amended and Restated Five-Year Revolving Credit Agreement (the
“Existing Revolving Credit
Agreement” and, as amended and restated pursuant to the Amendment and
Restatement, the “Amended and
Restated Revolving Credit Agreement”) dated as of February 19, 2009 among
the Company, the lenders party thereto on the date hereof (the “Lenders”) and JPMorgan Chase
Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and
Collateral Agent (in such capacity, the “Collateral
Agent”).  Terms defined in the Amended and Restated Revolving
Credit Agreement and not otherwise defined herein are used herein as therein
defined.

         

        We
have reviewed an executed copy of the Amendment and Restatement.  We
have also examined originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as we have deemed necessary or advisable for purposes of this
opinion.

         

        Based upon the
foregoing, and subject to the qualifications set forth below, we are of the
opinion that:

         

        1.           The
Company is a corporation validly existing and in good standing under the laws of
the State of Delaware.

         

        2.           The
execution, delivery and performance by the Company of the Amendment and
Restatement, and the performance by the Company of the Amended and Restated
Revolving Credit Agreement, are within its corporate powers, and have been duly
authorized by all necessary corporate action.  The Company has duly
executed and delivered the Amendment and Restatement.

         

        3.           The
execution, delivery and performance by the Company of the Amendment and
Restatement, and the performance by the Company of the Amended and Restated
Revolving Credit 

         

        
          
            
            

          

          
             

            
              

            

          

          
            
            

          

           

          
            	The
      Administrative Agent 	
                    2

                  	
                    March 8,
  2010

                  


          

           

           

        

        Agreement,
(i) require no action by or in respect of, or filing with, any governmental
body, agency or official under (a) United States federal or New York State law
or (b) the Delaware General Corporation Law (the “DGCL”) (other than filings and
recordings to perfect security interests and liens granted under the Collateral
Agreement), (ii) do not contravene, or constitute a default under, any provision
of (a) applicable United States federal or New York State law or regulation or
the DGCL, in each case that in our experience is normally applicable to general
business corporations in relation to transactions of the type contemplated by
the Amendment and Restatement and the Amended and Restated Revolving Credit
Agreement, (b) the Company’s certificate of incorporation or by-laws or (c) any
agreement or instrument listed in Schedule I hereto (the “Specified Agreements”) and
(iii) do not result in or require the creation or imposition of any Lien on any
asset of the Company under any Specified Agreement.

         

        4.           Each
of the Amendment and Restatement and the Amended and Restated Revolving Credit
Agreement constitutes a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms.

         

        5.           The
Company is not required to register as an “investment company” under the
Investment Company Act of 1940, as amended.

         

        The foregoing
opinions are subject to the following assumptions and
qualifications:

         

        (i)           Our
opinion in paragraph 4 above is subject to applicable bankruptcy, insolvency and
similar laws affecting creditors’ rights generally, concepts of reasonableness
and equitable principles of general applicability.

         

        (ii)           We
express no opinion as to the effect of fraudulent conveyance, fraudulent
transfer or similar provisions of applicable law on the conclusions expressed
above.

         

        (iii)           Except
as expressly set forth in paragraph 5 above, we express no opinion as to United
States federal or state securities laws.

         

        (iv)           We
express no opinion as to the creation, attachment, perfection, effect of
perfection or priority of any security interest or lien.

         

        (v)           As
to various provisions in the Amendment and Restatement or the Amended and
Restated Revolving Credit Agreement that grant the Administrative Agent, the
Collateral Agent or the Lenders certain rights to make determinations or take
actions in their discretion, we assume that such discretion will be exercised in
good faith and in a commercially reasonable manner.

         

        (vi)           We
express no opinion as to the effect (if any) of any law of any jurisdiction
(except the State of New York) in which any Lender is located that may limit the
rate of interest that such Lender may charge or collect.

         

        (vii)           We
have assumed that (a) the Company was validly existing and in good standing at
the time of its execution and delivery of the Restatement Agreement (as defined
in the Existing Revolving Credit Agreement) (the “Existing Restatement
Agreement”), (b) at the time of the execution and delivery of the
Existing Restatement Agreement, the execution and delivery by the Company of the
Existing Restatement Agreement and the performance by the Company of the
Existing Revolving Credit Agreement were within its corporate powers and had
been duly authorized by all necessary corporate action and did not contravene
its certificate of incorporation or bylaws, (c) the Existing Restatement
Agreement was executed and delivered by the Company and (d) the execution,
delivery and performance by the Company of the Existing Restatement Agreement,
and the performance by the Company of the Existing Revolving Credit Agreement,
did not contravene, or 

         

        
          
            
            

          

          
             

            
              

            

          

          
            
            

          

        

        
           

          
            	The
      Administrative Agent 	
                    3

                  	
                    March 8,
  2010

                  


          

           

        

         

        constitute a
default under, any law, rule or regulation or any order, injunction, decree,
agreement, contract or instrument to which it was a party or by which it is
bound.

         

        The foregoing
opinion is limited to the laws of the State of New York, the federal laws of the
United States of America and, with respect to paragraphs 1 and 2 and clauses
(i)(b), (ii)(a) and (ii)(b) of paragraph 3 above only, the DGCL.

         

        This opinion is
rendered solely to you in connection with the above matter.  This
opinion may not be relied upon by you for any other purpose or relied upon by
any other person without our prior written consent.

         

        
          	 	
                  Very truly
yours,

                


        

        


        
          
            
            

          

          
             

            
              

            

          

          
            
            

          

           

           

        

        Schedule
I

        


        


        Specified
Agreements

        


        
          	
                  1.  

                	
                  Indenture
      dated as of March 15, 1988 between the Company and The Bank of New York,
      as Trustee (the “1988
      Indenture”).

                


        

        


        
          	
                  2.  

                	
                  First
      Supplemental Indenture to the 1988 Indenture dated as of May 31, 2005
      among the Company, The Bank of New York, as Resigning Trustee, and The
      Bank of New York Trust Company, N.A., as Successor
  Trustee.

                


        

        


        
          	
                  3.  

                	
                  Second
      Supplemental Indenture to the 1988 Indenture dated as of July 17, 2007
      between the Company and The Bank of New York Trust Company, N.A., as
      Trustee.

                


        

        


        
          	
                  4.  

                	
                  Indenture
      dated as of February 19, 2003 between the Company and The Bank of New
      York, as Trustee.

                


        

        


        
          	
                  5.  

                	
                  Indenture
      dated as of June 19, 2009 between the Company and The Bank of New York
      Mellon Trust Company, N.A., as
Trustee