Exhibit
4.1

     

    EXECUTION COPY

    


    


    AMENDMENT
AND RESTATEMENT AGREEMENT dated as of February 19, 2009, 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 each of
(i) the Amended and Restated Five-Year Revolving
Credit Agreement dated as of August 3, 2007 (the “Existing Revolving Credit
Agreement”), among the Borrower, the lenders party thereto, and the
Administrative Agent and (ii) the Amended and Restated Term Loan Credit
Agreement dated as of August 3, 2007 (the “Existing Term Loan Credit
Agreement”, and together with the Existing Revolving Credit Agreement,
the “Existing Credit
Agreements”), 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 each of the Existing
Credit Agreements 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 applicable Restated Credit Agreement
referred to below.

    


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

    


    “Lender” means a
“Lender” under (and as defined in) either Existing Credit Agreement immediately
prior to the Restatement Effective Date.

    


    “Loan Documents” means
this Agreement, the Restated Credit Agreements and the Collateral
Agreement.

    


    “Restatement Effective
Date” means the date that the conditions set forth or referred to in
Section 5 hereof shall be satisfied.

    


    “Restatement Lenders”
means the “Required Lenders” under (and as defined in) each of the Existing
Credit Agreements.

    


    “Revolving Lender”
means a Lender under the Existing Revolving Credit Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    “Term
Lender” means a Lender under the Existing Term Loan Credit
Agreement.

    


    SECTION
2. Restatement
Effective Date. The transactions provided for in Section 3 hereof shall
be consummated at a closing to be held at the offices of Cravath, Swaine &
Moore LLP, on such date as the Borrower and the Administrative Agent mutually
agree.

    


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

    


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

    


    (b) All
Letters of Credit and Loans outstanding under, and 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 applicable Issuing Bank and the
Administrative Agent with respect thereto. All Term Loans outstanding under the
Existing Term Loan Credit Agreement on the Restatement Effective Date shall
continue to be outstanding under the Restated Term Loan Credit Agreement and, on
and after the Restatement Effective Date, the terms of the Restated Term Loan
Credit Agreement will govern the rights and obligations of the Borrower, the
Term Lenders and the Administrative Agent with respect thereto.

    


    (c)
Effective on the Restatement Effective Date, each Revolving Lender shall be
deemed to be a party to the Restated Revolving Credit Agreement, together with
the Borrower, the Administrative Agent and the Collateral Agent, 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 Revolving Lender or Issuing Bank under the Existing
Revolving Credit Agreement, which shall remain owing under the Restated
Revolving Credit Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (d) Effective on the Restatement Effective Date, each of the Term
Lenders shall be deemed to be a party to the Restated Term Loan Credit
Agreement, together with the Borrower, the Administrative Agent and the
Collateral Agent, and the Restated Term Loan Credit Agreement shall govern the
rights and obligations of the parties thereto with respect to the Term Loans;
provided that
the foregoing shall not be construed to discharge or release the Borrower from
any obligations owed to any Term Lender under the Existing Term Loan Credit
Agreement, which shall remain owing under the Restated Term Loan Credit
Agreement.

    


    (e) From
and after the Restatement Effective Date, all references in each of the Restated
Credit Agreements 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. Representations and
Warranties. The Borrower represents and warrants that:

    


    (a) As of
the Restatement Effective Date, the representations and warranties set forth in
each of the Restated Credit Agreements 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 (and as defined in) either of
the Restated Credit Agreements has occurred and is continuing.

    


    SECTION
5. Conditions.
The consummation of the transactions set forth in Section 3 of this Agreement
shall be subject to the satisfaction of the following conditions
precedent:

    


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

    


    (c) The
Administrative Agent shall have received written opinions dated the Restatement
Effective Date of (i) Davis Polk & Wardwell, New York counsel for
the

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Borrower and the Material Subsidiaries, substantially in the form of
Exhibits D-1 and D- 2, and covering, respectively, such other matters relating
to (x) the Borrower, the Material Subsidiaries and the Loan Documents (as
defined in the Restated Revolving Credit Agreement) or (y) the Borrower, the
Material Subsidiaries and the Loan Documents (as defined in the Restated Term
Loan Credit Agreement), in each case as the Administrative Agent shall
reasonably request, and (ii) Morris, Nichols, Arsht & Tunnell LLP, special
Delaware counsel for the Borrower and the Material Subsidiaries, substantially
in the form of Exhibit D-3, and covering such other matters relating to the
Borrower, the Material Subsidiaries and the Collateral Agreement as the
Administrative Agent shall reasonably request. The Borrower hereby requests such
counsel to deliver such opinions.

    


    (d) 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 and the Material
Subsidiaries, the authorization of the Loan Documents and any other legal
matters relating to the Borrower, the Material Subsidiaries or the Loan
Documents, all in form and substance satisfactory to the Administrative Agent
and its counsel.

    


    (e) 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 4 of this Agreement.

    


    (f) The
Administrative Agent shall have received 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.

    


    (g) The
Administrative Agent shall be satisfied that all lending commitments under the
364-Day Revolving Credit Agreement dated as of July 11, 2008 (the “364-Day Agreement”),
among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as
administrative agent, shall be terminated, and all obligations accrued and owing
under the 364-Day Agreement shall be paid, on the Restatement Effective
Date.

    


    (h) 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.

    


    (i) The
Administrative Agent shall have received a completed Perfection Certificate (as
defined in the Collateral Agreement), dated as of the Restatement Effective Date
and signed by a Financial Officer and the chief legal officer of the Borrower,
together with all attachments contemplated thereby, including the results of a
recent search of the Uniform Commercial Code (or equivalent) filings made with
respect

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    to the Borrower and the Material Subsidiaries in the jurisdictions
contemplated by the Perfection Certificate, and such search shall reveal no
Liens on any of the assets of the Borrower or any of the Material Subsidiaries,
except for Liens permitted by Section 5.08 of each of the Restated Credit
Agreements or discharged on or prior to the Restatement Effective Date pursuant
to documentation reasonably satisfactory to the Administrative
Agent.

    


    (j) The
Administrative Agent shall have received evidence of insurance coverage
satisfying the applicable requirements of the Loan Documents.

    


    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
Section 3 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 February 20, 2009 (and, in the event
such conditions are not so satisfied or waived, this Agreement shall terminate
at such time).

    


    SECTION
6. Consent Fee.
In consideration of the agreements of the Lenders contained in this Agreement,
the Borrower agrees to pay to the Administrative Agent, for the account of each
Lender that delivers an executed counterpart of this Agreement at or prior to
3:00 p.m., New York City time, on February 19, 2009 (or such later time as shall
be agreed by the Borrower and the Administrative Agent), an amendment fee in an
amount equal to 0.50% of the sum of such Lender’s Commitments and outstanding
Term Loans (in each case, as defined in the Restated Revolving Credit Agreement)
determined as of and payable on (and subject to the occurrence of) the
Restatement Effective Date.

    


    SECTION
7. 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 Loan Documents, including the reasonable fees, charges and
disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative
Agent and the Collateral Agent.

    


    SECTION
8. 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
9. Notices. All
notices hereunder shall be given in accordance with the provisions of Section
8.01 of each of the Restated Credit Agreements.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
10.  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 EACH OF THE
RESTATED CREDIT AGREEMENTS AS IF SUCH SECTIONS WERE SET FORTH IN FULL
HEREIN.

    


    SECTION
11. Waiver Under
364-Day Agreement. By their execution hereof, the undersigned Lenders
that are also parties to the 364-Day Agreement, which Lenders constitute, in the
aggregate, “Required Lenders” thereunder, and as defined therein, hereby waive
the provisions of the 364-Day Agreement that would otherwise require advance
notice for the termination of commitments thereunder or the prepayment of loans
thereunder; provided that the foregoing waiver shall apply only to the
termination of all commitments under the 364-Day Agreement and repayment of all
loans outstanding thereunder, in each case on the Restatement Effective
Date.

    


    SECTION
12. 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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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

            	 	 	 
	 	
              /s/
      Stuart B. Burgdoerfer

            	 
	 	Name:	
              Stuart
      B. Burgdoerfer 

            	 
	 	Title:	
              Chief
      Financial Officer

            	 


    

     

    
       

      
        	
                JPMORGAN
      CHASE BANK, N.A., individually and as Administrative Agent and Collateral
      Agent,

              	 
	 	 	 	 
	
                by

              	 	 	 
	 	/s/ Barry
      Bergman	 
	 	Name:	
                Barry
      Bergman 

              	 
	 	Title:	
                Managing
      Director

              	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      
        
          	SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS
      OF FEBRUARY 19, 2009, RELATING TO (I) THE AMENDED AND RESTATED FIVE-YEAR
      REVOLVING CREDIT AGREEMENT REFERRED TO THEREIN AND (II) THE AMENDED AND
      RESTATED TERM LOAN CREDIT AGREEMENT REFERRED TO THEREIN, IN EACH CASE
      AMONG LIMITED BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE
      BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL
    AGENT	 
	 	 
	
                  BANCO
      BILBAO VIZCAYA ARGENTARIA, S.A.

                	 
	 	 	 	 
	
                  By:

                	 	 	 
	 	
                  /s/
      Miguel Lara

                	 
	 	Name:	
                  
                    Miguel
      Lara

                  

                	 
	 	Title:	
                  Managing
      Director

                	 
	 	 	 	 
	
                  By:

                	 	 	 
	 	
                  /s/
      Mauricio Paz

                	 
	 	Name:	
                  Mauricio
      Paz

                	 
	 	Title:	
                  Vice
      President

                  Global
      Trade Finance

                	 


        

         

      

    

    
       

      
        	
                BANK
      OF AMERICA, N.A.

              	 
	 	 	 	 
	
                by

              	 	 	 
	 	
                /s/
      Thomas Kainamura

              	 
	 	Name:	
                
                  Thomas
      Kainamura

                

              	 
	 	Title:	
                VP 

                  Bank
      of America, N.A.

                

              	 


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  
                    BNP
      Paribas

                  

                	 
	 	 	 	 
	
                  By:

                	 	 	 
	 	
                  
                    /s/
      Andrew Strait

                  

                	 
	 	Name:	
                  
                    
                      Andrew
      Strait

                    

                  

                	 
	 	Title:	
                  
                    Managing
      Director

                  

                	 
	 	 	 	 
	 	 	 	 
	
                  By:

                	 	 	 
	 	
                  /s/
      Nader Tannous

                	 
	 	Name:	
                  Nader
      Tannous

                	 
	 	Title:	Vice
    President	 


        

         

      

    

    
       

      
        
          
            	
                    
                      CHANG
      HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH

                    

                  	 
	 	 	 	 
	
                    By:

                  	 	 	 
	 	
                    
                      /s/
      Jim C.Y. Chen

                    

                  	 
	 	Name:	
                    
                      
                        Jim
      C.Y. Chen

                      

                    

                  	 
	 	Title:	
                    VP
      & General Manager

                  	 


          

           

        

         

        
          
            
              
                
                  	
                          
                            Citibank,
      N.A.

                          

                        	 
	 	 	 	 
	
                          By:

                        	 	 	 
	 	
                          
                            /s/
      Shannon A. Sweeney

                          

                        	 
	 	Name:	
                          
                            
                              Shannon
      A. Sweeney

                            

                          

                        	 
	 	Title:	
                          Vice
      President

                        	 


                

                 

              

            

          


      

    

    
      
         

        
          
            
              	
                      
                        Fifth
      Third Bank

                      

                    	 
	 	 	 	 
	
                      By:

                    	 	 	 
	 	
                      
                        /s/
      Michael R. Zaksheske

                      

                    	 
	 	Name:	
                      
                        
                          Michael
      R. Zaksheske

                        

                      

                    	 
	 	Title:	
                      Vice
      President

                    	 


            

             

          

           

        

      

      
        
          
            
              	
                      
                        First
      Commercial Bank, New York Agency

                      

                    	 
	 	 	 	 
	
                      By:

                    	 	 	 
	 	
                      
                        /s/
      May Hsiao

                      

                    	 
	 	Name:	
                      
                        
                          May
      Hsiao

                        

                      

                    	 
	 	Title:	
                      Assistant
      General Manager

                    	 


            

             

          

        

      

    

    
       

      
        
          
            
              	
                      
                        HSBC
      Bank USA, N.A.

                      

                    	 
	 	 	 	 
	
                      By:

                    	 	 	 
	 	
                      
                        /s/
      Robert H. Rogers

                      

                    	 
	 	Name:	
                      
                        
                          Robert
      H. Rogers

                        

                      

                    	 
	 	Title:	
                      First
      Vice President

                    	 


            

             

          

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    
      
        
          
            
              	
                      
                        KeyBank
      National Association

                      

                    	 
	 	 	 	 
	
                      By:

                    	 	 	 
	 	
                      
                        /s/
      Marianne T. Meil

                      

                    	 
	 	Name:	
                      
                        
                          Marianne
      T. Meil

                        

                      

                    	 
	 	Title:	
                      Senior
      Vice President

                    	 


            

             

          

        

      

      
         

        
          
            
              
                	
                        
                          Mizuho
      Corporate Bank, Ltd.

                        

                      	 
	 	 	 	 
	
                        By:

                      	 	 	 
	 	
                        
                          /s/
      Bertram H. Tang

                        

                      	 
	 	Name:	
                        
                          
                            Bertram
      H. Tang

                          

                        

                      	 
	 	Title:	
                        Authorized
      Signatory

                      	 


              

               

            

             

          

        

        
          
            
              
                	
                        
                          NATIONAL
      CITY BANK

                        

                      	 
	 	 	 	 
	
                        By:

                      	 	 	 
	 	
                        
                          /s/
      Kathryn C. Ellero

                        

                      	 
	 	Name:	
                        
                          
                            Kathryn
      C. Ellero

                          

                        

                      	 
	 	Title:	
                        Vice
      President

                      	 


              

               

            

             

          

        

        
          
            
              
                	
                        
                          PNC
      Bank National Association

                        

                      	 
	 	 	 	 
	
                        By:

                      	 	 	 
	 	
                        
                          /s/
      Mary Ann Amshoff

                        

                      	 
	 	Name:	
                        
                          
                            Mary
      Ann Amshoff

                          

                        

                      	 
	 	Title:	
                        Vice
      President

                      	 


              

              
 

            

          

        

        
          
            
              
                	
                        
                          Scotiabanc
      Inc.

                        

                      	 
	 	 	 	 
	
                        By:

                      	 	 	 
	 	
                        
                          /s/
      J.F. Todd

                        

                      	 
	 	Name:	
                        
                          
                            J.F.
      Todd

                          

                        

                      	 
	 	Title:	
                        Managing
      Director

                      	 


              

               

               

            

            
              
                
                  
                    
                      	
                              
                                Sovereign
      Bank

                              

                            	 
	 	 	 	 
	
                              By:

                            	 	 	 
	 	
                              
                                /s/
      Steven M. Weidman

                              

                            	 
	 	Name:	
                              
                                
                                  Steven
      M. Weidman

                                

                              

                            	 
	 	Title:	
                              Senior
      Vice President

                            	 


                    

                     

                  

                

              

            

          

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


    

     

    
       

      
        
          
            
              	
                      
                        Standard
      Chartered Bank

                      

                    	 
	 	 	 	 
	
                      By:

                    	 	 	 
	 	
                      
                        /s/
      James P. Hughes

                      

                    	 
	 	Name:	
                      
                        
                          James
      P. Hughes

                        

                      

                    	 
	 	Title:	
                      Vice
      President

                    	 
	 	 	 	 
	
                      By:

                    	 	 	 
	 	
                      /s/
      Robert K. Reddington

                    	 
	 	Name:	
                      Robert
      K. Reddington

                    	 
	 	Title:	
                      AVP/Credit
      Documentation

                      Credit
      Risk Control

                      Standard
      Chartered Bank

                      N.Y.

                    	 


            

             

          

           

        

      

      
        
          
            
              
                	
                        
                          SUNTRUST
      BANK

                        

                      	 
	 	 	 	 
	
                        By:

                      	 	 	 
	 	
                        
                          /s/
      Michael J. Vegh

                        

                      	 
	 	Name:	
                        
                          
                            Michael
      J. Vegh

                          

                        

                      	 
	 	Title:	
                        Vice
      President

                      	 


              

               

            

             

          

        

        
          
            
              
                	
                        
                          THE
      BANK OF NEW YORK MELLON

                        

                      	 
	 	 	 	 
	
                        By:

                      	 	 	 
	 	
                        
                          /s/
      David B. Wirl

                        

                      	 
	 	Name:	
                        
                          
                            David
      B. Wirl

                          

                        

                      	 
	 	Title:	
                        Vice
      President

                      	 


              

               

            

             

          

        

        
          
            
              
                	
                        
                          The
      Bank of Nova Scotia

                        

                      	 
	 	 	 	 
	
                        By:

                      	 	 	 
	 	
                        
                          /s/
      Michelle C. Phillips

                        

                      	 
	 	Name:	
                        
                          
                            Michelle
      C. Phillips

                          

                        

                      	 
	 	Title:	
                        Director

                      	 


              

            

             

          

        

         

        
          
            
              
                	
                        
                          THE
      BANK OF TOKYO-MITSUBISHI UFJ, LTD.

                        

                      	 
	 	 	 	 
	
                        By:

                      	 	 	 
	 	
                        
                          /s/
      Victor Pierzchalski

                        

                      	 
	 	Name:	
                        
                          
                            Victor
      Pierzchalski

                          

                        

                      	 
	 	Title:	
                        Authorized
      Signatory

                      	 


              

            

             

          

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

       

      
        
          
            
              	
                      
                        The
      Governor & Company of the Bank of Ireland

                      

                    	 
	 	 	 	 
	
                      By:

                    	 	 	 
	 	
                      
                        /s/
      Elaine Crowley

                      

                    	 
	 	Name:	
                      
                        
                          Elaine
      Crowley

                        

                      

                    	 
	 	Title:	
                      Authorised
      Signatory

                    	 
	 	 	 	 
	
                      By:

                    	 	 	 
	 	
                      /s/
      Caroline Sturley

                    	 
	 	Name:	
                      Caroline
      Sturley

                    	 
	 	Title:	
                      Authorised
      Signatory

                    	 


            

          

           

        

      

       

      
        
          
            
              	
                      
                        THE
      HUNTINGTON NATIONAL BANK

                      

                    	 
	 	 	 	 
	
                      By:

                    	 	 	 
	 	
                      
                        /s/
      Jeff D. Blendick

                      

                    	 
	 	Name:	
                      
                        
                          Jeff
      D. Blendick

                        

                      

                    	 
	 	Title:	
                      Vice
      President

                    	 


            

             

          

          
             

            
              
                
                  
                    	
                            
                              The
      Northern Trust Company

                            

                          	 
	 	 	 	 
	
                            By:

                          	 	 	 
	 	
                            
                              /s/
      Jeffrey P. Sullivan

                            

                          	 
	 	Name:	
                            
                              
                                Jeffrey
      P. Sullivan

                              

                            

                          	 
	 	Title:	
                            Vice
      President

                          	 


                  

                   

                

                
                   

                  
                    
                      
                        
                          	
                                  
                                    THE
      ROYAL BANK OF SCOTLAND PLC

                                  

                                	 
	 	 	 	 
	
                                  By:

                                	 	 	 
	 	
                                  
                                    /s/
      Charlotte Sohn Fuiks

                                  

                                	 
	 	Name:	
                                  
                                    
                                      Charlotte
      Sohn Fuiks

                                    

                                  

                                	 
	 	Title:	
                                  Managing
      Director

                                	 


                        

                         

                      

                      
                         

                        
                          
                            
                              
                                	
                                        
                                          Union
      Bank of California, N.A.

                                        

                                      	 
	 	 	 	 
	
                                        By:

                                      	 	 	 
	 	
                                        
                                          /s/
      Ching Lim

                                        

                                      	 
	 	Name:	
                                        
                                          
                                            Ching
      Lim

                                          

                                        

                                      	 
	 	Title:	
                                        Vice
      President

                                      	 


                              

                               

                            

                            
                               

                              
                                
                                  
                                    
                                      	
                                              
                                                US
      Bank, N.A.

                                              

                                            	 
	 	 	 	 
	
                                              By:

                                            	 	 	 
	 	
                                              
                                                /s/
      Frances W. Josephic

                                              

                                            	 
	 	Name:	
                                              
                                                
                                                  Frances
      W. Josephic

                                                

                                              

                                            	 
	 	Title:	
                                              Vice
      President

                                              U.S.
      Bank, N.A.

                                            	 


                                    

                                     

                                    
                                      
                                        
                                        

                                      

                                      
                                        
                                        

                                        
                                          

                                        

                                      

                                      
                                        
                                        

                                      

                                       

                                      
                                        
                                          
                                            
                                              
                                                	
                                                        
                                                          Wachovia Bank, National Association

                                                        

                                                      	 
	 	 	 	 
	
                                                        By:

                                                      	 	 	 
	 	
                                                        
                                                          
                                                            /s/
      Susan T. Gallagher

                                                          

                                                        

                                                      	 
	 	Name:	
                                                        
                                                          
                                                            
                                                              Susan
      T. Gallagher

                                                            

                                                          

                                                        

                                                      	 
	 	Title:	Director	 


                                              

                                               

                                            

                                             

                                          

                                        

                                        
                                          
                                            
                                              
                                                	
                                                        
                                                          Wells
      Fargo

                                                        

                                                      	 
	 	 	 	 
	
                                                        By:

                                                      	 	 	 
	 	
                                                        
                                                          /s/
      Steven Buehler

                                                        

                                                      	 
	 	Name:	
                                                        
                                                          
                                                            Steven
      Buehler

                                                          

                                                        

                                                      	 
	 	Title:	
                                                        Senior
      Vice President

                                                      	 


                                              

                                               

                                            

                                          

                                        

                                        
                                          
                                            
                                            

                                          

                                          
                                            
                                            

                                            
                                              

                                            

                                          

                                          
                                            
                                            

                                          

                                        


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    EXHIBITS

    


    


    Exhibits

    


    
      
        	
                Exhibit
      A

              	
                Amended
      and Restated Five -Year Revolving Credit Agreement

              
	
                Exhibit
      B

              	
                Amended
      and Restated Term Loan Credit Agreement

              
	
                Exhibit
      C

              	
                Form
      of Guarantee and Collateral Agreement

              
	
                Exhibit
      D-1

              	
                Form of Opinion of
      Davis Polk & Wardwell (Restated Revolving Credit
      Agreement)

              
	
                Exhibit
      D-2

              	
                Form of Opinion of
      Davis Polk & Wardwell (Restated Term Loan Credit  Agreement)

              
	
                Exhibit
      D-3

              	
                Form
      of Opinion of Morris, Nichols, Arsht & Tunnell
  LLP

              


      

    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Exhibit
A

       

      
        

        

      

       

      US$1,000,000,000


      AMENDED
AND RESTATED

      FIVE-YEAR
REVOLVING CREDIT AGREEMENT

       

      dated as
of

       

      February
19, 2009

       

      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 and August 3, 2007

       

      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.

      as
Co-Documentation Agent

    

     

     

    
      

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      TABLE OF
CONTENTS

      


      


      
        	 
      	 
      	
                Page

              
	 
      	 
      	 
      
	 
      	
                ARTICLE
      I

              	 
      
	 
      	 
      	 
      
	 
      	
                DEFINITIONS

              	 
      
	 
      	 
      	 
      
	
                SECTION
      1.01.

              	
                Defined
      Terms

              	
                1

              
	
                SECTION
      1.02.

              	
                Classification
      of Loans and Borrowings

              	
                19

              
	
                SECTION
      1.03.

              	
                Terms
      Generally

              	
                19

              
	
                SECTION
      1.04.

              	
                Accounting
      Terms; GAAP

              	
                20

              
	 
      	 
      	 
      
	 
      	
                ARTICLE
      II

              	 
      
	 
      	 
      	 
      
	 
      	
                THE
      CREDITS

              	 
      
	 
      	 
      	 
      
	
                SECTION
      2.01.

              	
                Commitments

              	
                20

              
	
                SECTION
      2.02.

              	
                Loans
      and Borrowings

              	
                20

              
	
                SECTION
      2.03.

              	
                Requests
      for Revolving Borrowings

              	
                21

              
	
                SECTION
      2.04.

              	
                Competitive
      Bid Procedure

              	
                22

              
	
                SECTION
      2.05.

              	
                Letters
      of Credit

              	
                24

              
	
                SECTION
      2.06.

              	
                Funding
      of Borrowings

              	
                29

              
	
                SECTION
      2.07.

              	
                Interest
      Elections

              	
                29

              
	
                SECTION
      2.08.

              	
                Termination,
      Reduction and Increase of Commitments

              	
                30

              
	
                SECTION
      2.09.

              	
                Repayment
      of Loans; Evidence of Indebtedness

              	
                32

              
	
                SECTION
      2.10.

              	
                Prepayment
      of Loans

              	
                32

              
	
                SECTION
      2.11.

              	
                Fees

              	
                33

              
	
                SECTION
      2.12.

              	
                Interest

              	
                34

              
	
                SECTION
      2.13.

              	
                Alternate
      Rate of Interest

              	
                35

              
	
                SECTION
      2.14.

              	
                Increased
      Costs

              	
                36

              
	
                SECTION
      2.15.

              	
                Break
      Funding Payments

              	
                37

              
	
                SECTION
      2.16.

              	
                Taxes

              	
                38

              
	
                SECTION
      2.17.

              	
                Payments
      Generally; Pro Rata Treatment; Sharing of Set-offs

              	
                39

              
	
                SECTION
      2.18.

              	
                Mitigation
      Obligations; Replacement of Lenders

              	
                41

              
	
                SECTION
      2.19.

              	
                Defaulting
      Lenders

              	
                42

              
	 
      	 
      	 
      
	 
      	
                ARTICLE
      III

              	 
      
	 
      	 
      	 
      
	 
      	
                REPRESENTATIONS
      AND WARRANTIES

              	 
      
	 
      	 
      	 
      
	
                SECTION
      3.01.

              	
                Corporate
      Existence and Power

              	
                43

              
	 
      	 
      	 
      
	
                SECTION
      3.02.

              	
                Corporate
      and Governmental Authorization; No Contravention

              	
                43

              
	
                SECTION
      3.03.

              	
                Binding
      Effect

              	
                43

              
	
                SECTION
      3.04.

              	
                Financial
      Information

              	
                44

              
	
                SECTION
      3.05.

              	
                Litigation
      and Environmental Matters

              	
                44

              
	
                SECTION
      3.06.

              	
                Subsidiaries

              	
                45

              


      

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

       

      
        	
                SECTION
      3.07.

              	
                Not
      an Investment Company

              	
                45

              
	
                SECTION
      3.08.

              	
                ERISA

              	
                45

              
	
                SECTION
      3.09.

              	
                Taxes

              	
                45

              
	
                SECTION
      3.10.

              	
                Disclosure

              	
                45

              
	 
      	 
      	 
      
	 
      	
                ARTICLE
      IV

              	 
      
	 
      	 
      	 
      
	 
      	
                CONDITIONS

              	 
      
	 
      	 
      	 
      
	
                SECTION
      4.01.

              	
                Intentionally
      Omitted.

              	
                46

              
	 
      	 
      	 
      
	
                SECTION
      4.02.

              	
                Each
      Credit Event

              	
                46

              
	 
      	 
      	 
      
	 
      	
                ARTICLE
      V

              	 
      
	 
      	 
      	 
      
	 
      	
                COVENANTS

              	 
      
	 
      	 
      	 
      
	
                SECTION
      5.01.

              	
                Information

              	
                46

              
	
                SECTION
      5.02.

              	
                Maintenance
      of Properties

              	
                48

              
	
                SECTION
      5.03.

              	
                Maintenance
      of Insurance

              	
                48

              
	
                SECTION
      5.04.

              	
                Preservation
      of Corporate Existence

              	
                49

              
	
                SECTION
      5.05.

              	
                Inspection
      of Property, Books and Records

              	
                49

              
	
                SECTION
      5.06.

              	
                Fixed
      Charge Coverage Ratio

              	
                49

              
	
                SECTION
      5.07.

              	
                Debt
      to Consolidated EBITDA

              	
                49

              
	
                SECTION
      5.08.

              	
                Limitations
      on Liens

              	
                50

              
	
                SECTION
      5.09.

              	
                Compliance
      with Laws

              	
                51

              
	
                SECTION
      5.10.

              	
                Limitations
      on Subsidiary Indebtedness

              	
                51

              
	
                SECTION
      5.11.

              	
                Transactions
      with Affiliates

              	
                52

              
	
                SECTION
      5.12.

              	
                Consolidations,
      Mergers and Sales of Assets

              	
                52

              
	
                SECTION
      5.13.

              	
                Use
      of Proceeds

              	
                53

              
	
                SECTION
      5.14.

              	
                Clean
      Down

              	
                53

              
	
                SECTION
      5.15.

              	
                Information
      Regarding Collateral

              	
                53

              
	
                SECTION
      5.16.

              	
                Collateral
      and Guarantee Requirement

              	
                53

              
	
                SECTION
      5.17.

              	
                Investments

              	
                54

              
	
                SECTION
      5.18.

              	
                Restricted
      Payments

              	
                54

              
	
                SECTION
      5.19.

              	
                Restrictive
      Agreements

              	
                55

              
	
                SECTION
      5.20.

              	
                Credit
      Ratings

              	
                56

              
	
                SECTION
      5.21.

              	
                Prepayment
      Avoidance

              	
                56

              
	
                SECTION
      5.22.

              	
                Term
      Loan Amendments

              	
                56

              
	 
      	 
      	 
      
	 
      	
                ARTICLE
      VI

              	 
      
	 
      	 
      	 
      
	 
      	
                EVENTS
      OF DEFAULT AND REMEDIES

              	 
      
	 
      	 
      	 
      
	
                SECTION
      6.01.

              	
                Events
      of Default

              	
                56

              
	
                SECTION
      6.02.

              	
                Remedies

              	
                59

              
	
                SECTION
      6.03.

              	
                Notice
      of Default

              	
                60

              


      

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	 
      	 
      	 
      
	 
      	
                ARTICLE
      VII

              	 
      
	 
      	 
      	 
      
	 
      	
                THE
      AGENTS

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                ARTICLE
      VIII

              	 
      
	 
      	 
      	 
      
	 
      	
                MISCELLANEOUS

              	 
      
	 
      	 
      	 
      
	
                SECTION
      8.01.

              	
                Notices

              	
                62

              
	
                SECTION
      8.02.

              	
                Waivers;
      Amendments

              	
                63

              
	
                SECTION
      8.03.

              	
                Expenses;
      Indemnity; Damage Waiver

              	
                64

              
	
                SECTION
      8.04.

              	
                Successors
      and Assigns

              	
                65

              
	
                SECTION
      8.05.

              	
                Survival

              	
                68

              
	
                SECTION
      8.06.

              	
                Counterparts;
      Integration; Effectiveness

              	
                69

              
	
                SECTION
      8.07.

              	
                Severability

              	
                69

              
	
                SECTION
      8.08.

              	
                Right
      of Setoff

              	
                69

              
	
                SECTION
      8.09.

              	
                Governing
      Law; Jurisdiction; Consent to Service of Process

              	
                69

              
	
                SECTION
      8.10.

              	
                WAIVER
      OF JURY TRIAL

              	
                70

              
	
                SECTION
      8.11.

              	
                Headings

              	
                70

              
	
                SECTION
      8.12.

              	
                Confidentiality

              	
                70

              
	
                SECTION
      8.13.

              	
                Interest
      Rate Limitation

              	
                71

              
	
                SECTION
      8.14.

              	
                Collateral

              	
                71

              
	
                SECTION
      8.15.

              	
                USA
      Patriot Act

              	
                71

              
	
                SECTION
      8.16.  

              	
                Waiver
      Under Existing Credit Agreement

              	
                72

              


      

    

     

     

    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 February 19, 2009,
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 February 19, 2009
(the “Restatement
Agreement”), relating to (a) the Amended and Restated Five-Year
Revolving Credit Agreement dated as of August 3, 2007 (the “Existing Credit
Agreement”), among Limited Brands, Inc., the Lenders party thereto and
JPMorgan Chase Bank, N.A., as Administrative Agent and (b) the Amended and
Restated Term Loan Credit Agreement dated as of August 3, 2007 (the “Existing Term Loan 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
Percentage” means, with respect to any Lender, the percentage of the
total Commitments represented by such Lender’s Commitment.  If the
Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

     

    “Applicable Rate”
means (subject to Section 2.19), for any day, with respect to any
Eurodollar Revolving Loan or ABR Loan, or with respect to the participation fees
and commitment fees payable hereunder, 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

              	 	
                2.50%

              	 	
                1.50%

              	 	
                2.50%

              	 	
                0.50%

              
	
                Category
      2

                BBB-/Baa3

              	 	
                3.00%

              	 	
                2.00%

              	 	
                3.00%

              	 	
                0.50%

              
	
                Category
      3

                BB+/Ba1

              	 	
                3.50%

              	 	
                2.50%

              	 	
                3.50%

              	 	
                0.50%

              
	
                Category
      4

                BB/Ba2

              	 	
                4.00%

              	 	
                3.00%

              	 	
                4.00%

              	 	
                0.75%

              
	
                Category
      5

                ≤
      BB-/Ba3

              	 	
                4.50%

              	 	
                3.50%

              	 	
                4.50%

              	 	
                0.75%

              


      

    

    


     For
purposes of the foregoing, (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 

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    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.

     

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

     

    “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 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.

     

    “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.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “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 Revolving Loans or Competitive
Loans.

     

    “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 among the Borrower, the Subsidiary
Loan Parties and the Administrative Agent, substantially in the form attached as
Exhibit C to the Restatement Agreement.

     

    “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 the Restatement Effective Date, 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

     

     

    
      
        
        

      

      
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    (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,
with respect to each Lender, the commitment of such Lender to make Revolving
Loans and to acquire participations in Letters of Credit
hereunder,  expressed as an amount representing the maximum aggregate
amount of such Lender’s 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 Lender’s
Commitment is set forth on Schedule 2.01 to the Existing Restatement Agreement,
or in the Assignment and Assumption pursuant to which such Lender shall have
assumed its Commitment, as applicable.  The initial aggregate amount
of the Lenders’ Commitments is $1,000,000,000.

     

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

     

    “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
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    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 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),
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    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 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.

     

    
      
        
        

      

      
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    “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 or repurchase can be avoided through
repayment or prepayment of Loans or Term 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.

     

     

    
      
        
        

      

      
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    “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 the Restatement Effective Date 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 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(e).

     

    “Existing Restatement”
means the Amendment and Restatement Agreement dated as of August 3, 2007, among
Limited Brands, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A.,
as Administrative Agent.

     

    “Existing Term Loan 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


     

     

    
      
        
        

      

      
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    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.

     

    “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” 

     

     

    
      
        
        

      

      
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    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 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.

     

    “Information
Memorandum” means the Confidential Information Memorandum to be prepared
in connection with the syndication of the credit facility provided for in this
Agreement relating to the Borrower and the Transactions.

     

    “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 or Term Loan Lender if made available
to such Lender or Term Loan Lender by the Administrative Agent (through
Intralinks or  similar facility) and such Lender or Term Loan 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


     

     

    
      
        
        

      

      
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    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 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 and (iii) any Interest Period that would otherwise end
after the Maturity Date will end on the 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 Lender or Affiliate of a
Lender designated by the Borrower (with such 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
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    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 Lender at any time shall be its
Applicable 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 Lender, to take account of a Lender or Lenders being or becoming
a Defaulting Lender, that increases the LC Exposure of each Lender that is not a
Defaulting Lender to equal its Applicable 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 decreased, but (b) the LC Exposure of each Lender that
is not a Defaulting Lender shall be increased as provided above, and such
Lender’s increased LC Exposure shall apply for all purposes of this Agreement,
including for purposes of determining its 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 Revolving Credit Exposure of any Lender shall exceed its
Commitment.

     

    “Lenders” means the
Persons listed on Schedule 2.01 to the Existing Restatement 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 bankers’ 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 

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    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.

     

    “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.

     

    “Maturity Date” means
August 3, 2012.

     

    “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.

     

     

    
      
        
        

      

      
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    “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;

     

    (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;

     

     

    
      
        
        

      

      
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    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.

     

    “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.

     

     

    
      
        
        

      

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

     

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

     

    “Revolving Loan” means
a Loan made pursuant to Section 2.03.

     

    “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 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.

     

     

    
      
        
        

      

      
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    “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.

     

    “Term Loan Credit
Agreement” means the Existing Term Loan Agreement as amended and restated
pursuant to the Restatement Agreement.

     

    “Term Loan Lender”
means a “Lender” under (and as defined in) the Term Loan Credit
Agreement.

     

    “Term Loan” means a
“Loan” under (and as defined in) the Term Loan Credit Agreement.

     

    “Test Date” means the
date of any Borrowing hereunder (other than a Borrowing made hereunder solely
for the purpose of paying maturing commercial paper of the Borrower) or the date
of any issuance, amendment, renewal or extension of any Letter of Credit; 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
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;


     

     

    
      
        
        

      

      
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    (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 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 “Revolving
Loan”) or by Type (e.g., a “Eurodollar
Loan”) or by Class and Type (e.g., a “Eurodollar
Revolving Loan”).  Borrowings also may be classified and referred to
by Class (e.g.,
a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar
Borrowing”) or by Class and Type (e.g., a “Eurodollar
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


     

     

    
      
        
        

      

      
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    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.

     

    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.  Subject
to the terms and conditions set forth herein, each Lender agrees to make
Revolving Loans to the Borrower from time to time during the Availability Period
in an aggregate principal amount that (after giving effect to the making of such
Revolving Loans and any concurrent repayment of Loans and reimbursement of LC
Disbursements) will not result in (a) such Lender’s Revolving Credit Exposure
exceeding such Lender’s Commitment or (b) the sum of the total Revolving
Credit Exposures plus the aggregate principal amount of outstanding Competitive
Loans exceeding the total Commitments.  Within the foregoing limits
and subject to the terms and conditions set forth herein, the Borrower may
borrow, prepay and reborrow Revolving Loans.

     

    SECTION
2.02.  Loans
and Borrowings.  (a)  Each Revolving Loan shall be
made as part of a Borrowing consisting of Revolving Loans made by the Lenders
ratably in accordance with their respective Commitments.  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 

     

     

    
      
        
        

      

      
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    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 may be in an aggregate amount that is equal to
the entire unused balance of the total Commitments or 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 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 of the requested Borrowing;

     

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

     

    (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 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 

     

     

    
      
        
        

      

      
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    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.  (a)  Subject to the terms and conditions
set forth herein, from time to time during the 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 the sum
of the total Revolving Credit Exposures plus the aggregate principal amount of
outstanding Competitive Loans at any time (after giving effect to the borrowing
of such Competitive Loans and any concurrent repayment of Loans and
reimbursement of LC Disbursements) 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;

     

    (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.

     

    (b)
Each Lender 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 

     

     

    
      
        
        

      

      
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    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 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 

     

     

    
      
        
        

      

      
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    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 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.

     

    (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 

     

     

    
      
        
        

      

      
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    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 Revolving Credit Exposures plus the aggregate principal amount
of outstanding Competitive Loans shall not exceed the total Commitments and
(iii) no Lender’s Revolving Credit Exposure shall exceed its
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 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 Lenders, such Issuing Bank hereby grants to each
Lender, and each Lender hereby acquires from such Issuing Bank, a participation
in such Letter of Credit equal to such Lender’s Applicable 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
the foregoing, each Lender hereby absolutely and unconditionally agrees to pay
to the Administrative Agent, for the account of such Issuing Bank, such Lender’s
Applicable 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 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 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


     

     

    
      
        
        

      

      
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    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 Lender of
the applicable LC Disbursement, the payment then due from the Borrower in
respect thereof and such Lender’s Applicable Percentage thereof (subject to any
LC Exposure Reallocation).  Promptly following receipt of such notice,
each Lender shall pay to the Administrative Agent its Applicable 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 Lender (and Section 2.06 shall apply, mutatis
mutandis,
to the payment obligations of the Lenders), and the Administrative Agent shall
promptly pay such Issuing Bank the amounts so received by it from the
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
Lenders have made payments pursuant to this paragraph to reimburse such Issuing
Bank, then to such Lenders and such Issuing Bank as their interests may
appear.  Any payment made by 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.

     

    (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 

     

     

    
      
        
        

      

      
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    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 shall not relieve the
Borrower of its obligation to reimburse such Issuing Bank and the 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) 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).  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 Lender pursuant to paragraph (e) of this Section, to reimburse
such Issuing Bank shall be for the account of such 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 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 

     

     

    
      
        
        

      

      
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    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
has 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 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 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 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 

     

     

    
      
        
        

      

      
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    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
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 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.

     

     

    
      
        
        

      

      
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    (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);

     

    (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 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, the Commitments shall terminate on the Maturity
Date.

     

    (b)
The Borrower may at any time terminate, or from time to time reduce, the
Commitments; provided
that (i) each reduction of the Commitments shall be in an amount that is an
integral multiple of $1,000,000 and not less than $25,000,000 and 

     

     

    
      
        
        

      

      
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    (ii) the
Borrower shall not terminate or reduce the Commitments if, after giving effect
to any concurrent prepayment of the Loans in accordance with Section 2.10 and
reimbursement of LC Disbursements in accordance with Section 2.05(c), the
sum of the Revolving Credit Exposures plus the aggregate principal amount of
outstanding Competitive Loans would exceed the total Commitments.

     

    (c)
The Borrower shall notify the Administrative Agent of any election to terminate
or reduce the Commitments 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 contents thereof.  Each notice
delivered by the Borrower pursuant to this Section shall be irrevocable; provided
that a notice of termination of the Commitments 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 shall be permanent.  Each reduction of the Commitments
(other than a termination of the Commitment of a Defaulting Lender pursuant to
Section 2.18(c)) shall be made ratably among the Lenders in accordance with
their respective Commitments.

     

    (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 Commitments of the
Increasing Lenders to become effective (or, in the case of an Increasing Lender
that is an existing Lender, cause its 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 new Commitments and increases in existing
Commitments pursuant to this paragraph during the term of this Agreement shall
not exceed $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 Commitments and increases in 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 Commitment or increase of a Lender’s Commitment pursuant to this
paragraph, any Revolving Loans outstanding prior to the effectiveness of such
increase or extension shall continue outstanding until the ends of the
respective Interests Periods applicable thereto, and shall then be repaid or
refinanced with new Revolving Loans made pursuant to Section
2.01.  Following any increase in the Commitments pursuant to this
paragraph, the Borrower will use its reasonable best efforts to ensure that, to
the extent there are outstanding Revolving Loans, each Lender’s outstanding
Revolving Loans will be in accordance with such Lender’s pro rata portion of the
Commitments.

     

     

    
      
        
        

      

      
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    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 the then unpaid principal amount of each Revolving Loan on the
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 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 

     

     

    
      
        
        

      

      
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    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 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 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 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 Maturity Date, 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 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 Lender’s Commitment
terminates and the date on which such 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 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 

     

     

    
      
        
        

      

      
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    on
which the Commitments terminate and any such fees accruing after the date on
which the 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 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 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 

     

     

    
      
        
        

      

      
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    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 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, upon termination
of the Commitments; 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
Availability Period), 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:

     

    (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

     

     

    
      
        
        

      

      
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    (b)
the Administrative Agent is advised by the Required Lenders (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 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 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 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 shall be ineffective, (ii) if any Borrowing Request requests a
Eurodollar Revolving Borrowing, 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 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, then requests by the Borrower for Eurodollar Competitive Borrowings may
be made to Lenders 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 

     

     

    
      
        
        

      

      
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    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 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 

     

     

    
      
        
        

      

      
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    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, 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 penalties, interest and 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)
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.

     

     

    
      
        
        

      

      
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    (e)
Any Foreign Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which the Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law or
reasonably requested by the Borrower as will permit such payments to be made
without withholding or at a reduced rate, provided
that such Foreign Lender has received written notice from the Borrower advising
it of the availability of such exemption or reduction and containing all
applicable documentation.

     

    (f)
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 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.

     

     

    
      
        
        

      

      
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    (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 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

     

     

    
      
        
        

      

      
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     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 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 Commitment is being assigned, the relevant
Issuing Bank), which consent 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 

     

     

    
      
        
        

      

      
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    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 the adjustment of Revolving Credit Exposures of the
Lenders to give effect to the allocation of LC Exposure in accordance with the
Applicable Percentages of the Lenders after giving effect thereto), no Lender’s
Revolving Credit Exposure shall exceed its Commitment.

     

    (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 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


     

    
      
        
        

      

      
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    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 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;
and

     

    (c)
the Applicable Rate in respect of commitment fees and participation fees payable
to such Defaulting Lender shall be reduced to the rates that applied to facility
fees and participation fees under the Existing Credit Agreement immediately
prior to the Restatement Effective Date.

     

    It
is understood that, if the 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 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 

     

     

    
      
        
        

      

      
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    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 2007, reported on by Ernst & Young LLP and set
forth in the Borrower’s Annual Report on Form 10-K for Fiscal Year 2007, 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 2008,
certified by a 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 February 2, 2008 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.

     

     

    
      
        
        

      

      
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    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.

     

    (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
Information Memorandum, 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 

     

     

    
      
        
        

      

      
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    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.

     

    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


     

     

    
      
        
        

      

      
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    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;

     

    (iii)
simultaneously with the delivery of each set of financial statements referred to
in clauses (a) and (b) 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 and (3) except during a Release
Period, stating that there are no Material Subsidiaries that have not satisfied
the Collateral and Guarantee Requirement;

     

    (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 

     

     

    
      
        
        

      

      
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    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, (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 consolidated statements of
income and cash flows of the Borrower and its Consolidated Subsidiaries for such
fiscal year.

     

    (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 

     

     

    
      
        
        

      

      
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    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 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:

     

     

    
      
        
        

      

      
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              Period beginning on and including the last 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 fiscal
      quarter

            	
              Maximum Leverage Ratio

            
	
              January
      31, 2009, April 30, 2009, July 31, 2009, October 31, 2009, January 31,
      2010, April 30, 2010, July 31, 2010 and October 31, 2010

            	
              5.00
      to 1.00

            
	
              January
      31, 2011, April 30, 2011, July 31, 2011 and October 31,
    2011

            	
              4.50
      to 1.00

            
	
              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;

     

     

    
      
        
        

      

      
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    (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 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 Term 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:

     

     

    
      
        
        

      

      
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    (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
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


     

     

    
      
        
        

      

      
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    not
involve all or any substantial part of the assets of the Borrower and its
Consolidated Subsidiaries taken as a whole.

     

    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.

     

     

    
      
        
        

      

      
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    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 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 the
Restatement Effective Date, (b) those made after the Restatement Effective Date
in an aggregate amount not to exceed the sum of (i) $100,000,000 plus (ii) the
amount available for Restricted Payments under, and permitted by,
clause (d) of Section 5.18, (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 and (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; 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, (i) 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; provided
that (i) the amount of such Restricted Payment, together with the aggregate
amount of all other Restricted Payments made by the Borrower after the
Restatement Effective Date (including those made pursuant to clause (b) above
and the amount of investments made pursuant to subclause (b)(ii) of Section
5.17), does not exceed the sum, without duplication, of (A) 50% of Consolidated
Net Income for the period (taken as one 

     

     

    
      
        
        

      

      
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    accounting
period) from the beginning of the first fiscal quarter ending after the
Restatement Effective Date to the end of the Borrower’s most recently ended
fiscal quarter for which financial statements are publicly available at the time
of such Restricted Payment (or, if such Consolidated Net Income for such period
is a deficit, minus 100% of such deficit); plus (B) 100% of the aggregate net
cash proceeds received by the Borrower, during the period from the Restatement
Effective Date to the date of such Restricted Payment, from the issuance by the
Borrower of additional Equity Interests (other than Disqualified Equity
Interests or Equity Interests issued to a Subsidiary or to an employee stock
ownership plan or trust), and (ii) at the time of declaration (in the case of a
dividend) or payment (in all other cases) and after giving effect thereto, (i)
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.

     

    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.

     

    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 the Restatement Effective Date 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 the Restatement Effective Date, (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.

     

     

    
      
        
        

      

      
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    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 Term 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.

     

    SECTION
5.22.  Term
Loan Amendments.  The Borrower will not agree to or permit any
amendment or modification to the Term Loan Credit Agreement that would result in
or permit the principal amount of Indebtedness thereunder to be increased
without the prior written consent of the Required Lenders.

     

    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 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, 5.21 or 5.22 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 

     

     

    
      
        
        

      

      
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    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 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 

     

     

    
      
        
        

      

      
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    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 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 

     

     

    
      
        
        

      

      
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    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

     

    (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 

     

     

    
      
        
        

      

      
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    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 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
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    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 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
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    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 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 

     

     

    
      
        
        

      

      
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    and
emailed, if applicable, to covenant.compliance@jpmorgan.com), with a copy to
JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, New York 10017, Attention
of Barry Bergman (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.

     

    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
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    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.

     

    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
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    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
Applicable Percentage (determined 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 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.

     

     

    
      
        
        

      

      
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    (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 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; 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.

     

     

    
      
        
        

      

      
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    (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 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
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    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 benefit of the Borrower, to comply with Section
2.16(e) 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 

     

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

    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.  Except as provided in Section 4.01, this Agreement shall
become effective when it shall have been executed by the Administrative Agent
and when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the other parties hereto,
and thereafter shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.  Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this
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.

     

    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 

     

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

    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 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 

     

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    

     

    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 or the Term Loan Credit 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 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 

     

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

     

    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.

     

    SECTION
8.16.  Waiver Under Existing Credit
Agreement. By their
execution hereof, the undersigned Lenders that are also parties to the Credit
Agreement dated as of July 13, 2001, among the Borrower, the banks party thereto
and JPMorgan Chase Bank (as successor to The Chase Manhattan Bank), as
administrative agent, which Lenders constitute, in the aggregate, “Required
Lenders” thereunder, and as defined therein, hereby waive the provisions of such
Credit Agreement that would otherwise require advance notice for the termination
of commitments thereunder or the prepayment of loans thereunder; provided that the
foregoing waiver shall apply only to the termination of all commitments under
such Credit Agreement and repayment of all loans outstanding thereunder, in each
case in connection with the effectiveness of this Agreement.

     

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
3.05


     

    Disclosed
Matters

    


    The
litigation referred to in the Borrower’s Quarterly Report on Form 10-Q for the
fiscal quarter ended November 1, 2008.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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.

            	
              American
      Licensing Group Limited Partnership

            	
              Delaware

            	
              No

            
	
              13.

            	
              Aquatanica
      Spa, Inc.

            	
              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.

            	
              Dolci
      Milano, Inc.

            	
              Delaware

            	
              No

            
	
              25.

            	
              Eastern
      Key Properties, LLC

            	
              Delaware

            	
              No

            
	
              26.

            	
              El
      Strategies, LLC

            	
              Delaware

            	
              No

            
	
              27.

            	
              EXP
      Investments, Inc.

            	
              Delaware

            	
              No

            
	
              28.

            	
              Far
      West Factoring, LLC

            	
              Nevada

            	
              No

            
	
              29.

            	
              Freehold
      Properties, LLC

            	
              Delaware

            	
              No

            
	
              30.

            	
              Hayes
      Productions, LLC

            	
              Delaware

            	
              No

            
	
              31.

            	
              Henri
      Bendel, Inc.

            	
              Delaware

            	
              No

            
	
              32.

            	
              Independent
      Production Services, Inc.

            	
              Delaware

            	
              No

            
	
              33.

            	
              Intermark
      Development Group, Inc.

            	
              Delaware

            	
              No

            
	
              34.

            	
              Intimissimi
      GC, LLC

            	
              Ohio

            	
              No

            
	
              35.

            	
              L.B.I.
      Holdings, Inc.

            	
              Nevada

            	
              No

            
	
              36.

            	
              Limco,
      Inc.

            	
              Delaware

            	
              No

            
	
              37.

            	
              Limcourt,
      Inc.

            	
              Delaware

            	
              No

            
	
              38.

            	
              Limhil,
      Inc.

            	
              Delaware

            	
              No

            
	
              39.

            	
              Limited
      (Overseas), Inc.

            	
              Delaware

            	
              No

            
	
              40.

            	
              Limited
      Assets, Inc.

            	
              Delaware

            	
              No

            
	
              41.

            	
              Limited
      Brand and Creative Services, 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 Holding, Inc.

              	
                Delaware

              	
                No

              
	
                43.

              	
                Limited
      Brands Direct Marketing, Inc.

              	
                Delaware

              	
                No

              
	
                44.

              	
                Limited
      Brands Direct Media Production, Inc.

              	
                Delaware

              	
                No

              
	
                45.

              	
                Limited
      Brands Sourcing, Inc.

              	
                Delaware

              	
                No

              
	
                46.

              	
                Limited
      Brands Store Operations, Inc.

              	
                Delaware

              	
                No

              
	
                47.

              	
                Limited
      Brands, Inc.

              	
                Delaware

              	
                No

              
	
                48.

              	
                Limited
      Customs Services, Inc.

              	
                Delaware

              	
                No

              
	
                49.

              	
                Limited
      Direct, Inc.

              	
                Delaware

              	
                No

              
	
                50.

              	
                Limited
      Factoring Inc.

              	
                Nevada

              	
                No

              
	
                51.

              	
                Limited
      Logistics Services, Inc.

              	
                Delaware

              	
                No

              
	
                52.

              	
                Limited
      Marketing Corp.

              	
                Delaware

              	
                No

              
	
                53.

              	
                Limited
      Marketing Services, Inc.

              	
                Delaware

              	
                No

              
	
                54.

              	
                Limited
      Merchandising, Inc.

              	
                Delaware

              	
                No

              
	
                55.

              	
                Limited
      New York, Inc.

              	
                Delaware

              	
                No

              
	
                56.

              	
                Limited
      Overseas Finance, LLC

              	
                Delaware

              	
                No

              
	
                57.

              	
                Limited
      Service Corporation II

              	
                Delaware

              	
                No

              
	
                58.

              	
                Limited
      Specialties, Inc.

              	
                Delaware

              	
                No

              
	
                59.

              	
                Limited
      Technology Services, Inc.

              	
                Delaware

              	
                No

              
	
                60.

              	
                Limres,
      Inc.

              	
                Delaware

              	
                No

              
	
                61.

              	
                Limsoc,
      Inc.

              	
                Delaware

              	
                No

              
	
                62.

              	
                Limtown,
      Inc.

              	
                Delaware

              	
                No

              
	
                63.

              	
                Lone
      Mountain Factoring, LLC

              	
                Nevada

              	
                No

              
	
                64.

              	
                MA
      Holdings, Inc.

              	
                Nevada

              	
                No

              
	
                65.

              	
                Mast
      Industries (Delaware), Inc.

              	
                Delaware

              	
                No

              
	
                66.

              	
                Mast
      Industries Sourcing, Inc.

              	
                Delaware

              	
                No

              
	
                67.

              	
                Midwest
      Visions, LLC

              	
                Delaware

              	
                No

              
	
                68.

              	
                MORSO
      Holding Co.

              	
                Delaware

              	
                No

              
	
                69.

              	
                Nevada
      Fusion, Inc.

              	
                Nevada

              	
                No

              
	
                70.

              	
                New
      Vision (U.S.), Inc.

              	
                Delaware

              	
                No

              
	
                71.

              	
                Niacorp
      Commercial, Inc.

              	
                Nevada

              	
                No

              
	
                72.

              	
                Niacorp
      Development, Inc.

              	
                Nevada

              	
                No

              
	
                73.

              	
                North
      Port Enterprises, LLC

              	
                Delaware

              	
                No

              
	
                74.

              	
                Oldco,
      Inc.

              	
                Delaware

              	
                No

              
	
                75.

              	
                Overseas
      Holdings, Inc.

              	
                Delaware

              	
                No

              
	
                76.

              	
                PENHAL
      Investments, Inc.

              	
                Delaware

              	
                No

              
	
                77.

              	
                Retail
      Transportation Company

              	
                Delaware

              	
                No

              
	
                78.

              	
                REYNO
      Holding Co.

              	
                Delaware

              	
                No

              
	
                79.

              	
                Slatkin
      & Co., Inc.

              	
                New
      York

              	
                No

              
	
                80.

              	
                Southern
      Key Properties, LLC

              	
                Delaware

              	
                No

              
	
                81.

              	
                Tri-State
      Factoring, LLC

              	
                Nevada

              	
                No

              
	
                82.

              	
                Victoria's
      Secret Beauty Company

              	
                Delaware

              	
                No

              
	
                83.

              	
                Victoria's
      Secret Direct GC, LLC

              	
                Ohio

              	
                No

              
	
                84.

              	
                Victoria's
      Secret Direct Holding, LLC

              	
                Delaware

              	
                No

              


      

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      SCHEDULE
3.06


      
        	 
      	
                Subsidiary
      Name

              	
                Jurisdiction
      of Organization

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

              
	
                85.

              	
                Victoria's
      Secret Direct New York, LLC

              	
                Delaware

              	
                No

              
	86.	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 February 19, 2009, 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:

            
	 	 	 	 


    

     

    
      	
              Aggregate
      Amount of Commitment/Loans for all Lenders

            	
              Amount
      of Commitment/Loans Assigned

            	
              Percentage
      Assigned of Commitment/ Loans2

            
	
              $

            	
              $

            	
              %

            


    

    


    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 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.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT B

    


    
      

      

    

    US$750,000,000

    


    AMENDED
AND RESTATED

    TERM LOAN
CREDIT AGREEMENT

    


    


    dated as
of

     

    February
19, 2009

    


    Amending
and Restating the

    Term Loan
Credit Agreement

    dated as
of October 6, 2004,

    Previously
Amended and Restated

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

    


    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.


    as
Co-Documentation Agent

    


    
      

      

    

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    


    TABLE OF
CONTENTS

     

    Page

     

    
      	
              ARTICLE
      I

            
	 
      	 
      
	
              Definitions

            
	 
      	 
      
	
              SECTION
      1.01.  Defined Terms

            	
              1

            
	
              SECTION
      1.02.  Classification of Loans and Borrowings

            	
              17

            
	
              SECTION
      1.03.  Terms Generally

            	
              17

            
	
              SECTION
      1.04.  Accounting Terms; GAAP

            	
              18

            
	 
      	 
      
	
              ARTICLE
      II

            
	 
      	 
      
	
              The
      Credits

            
	 
      	
               
      

            
	
              SECTION
      2.01.  Outstanding Loans

            	
              18

            
	
              SECTION
      2.02.  Loans and Borrowings

            	
              18

            
	
              SECTION
      2.03.  Requests for Borrowing

            	
              19

            
	
              SECTION
      2.04.  Funding of Borrowing

            	
              19

            
	
              SECTION
      2.05.  Interest Elections

            	
              20

            
	
              SECTION
      2.06.  Termination and Reduction of Commitments

            	
              21

            
	
              SECTION
      2.07.  Repayment of Loans; Evidence of Indebtedness;
      Amortization

            	
              21

            
	
              SECTION
      2.08.  Prepayment of Loans

            	
              22

            
	
              SECTION
      2.09.  Fees

            	
              23

            
	
              SECTION
      2.10.  Interest

            	
              23

            
	
              SECTION
      2.11.  Alternate Rate of Interest

            	
              24

            
	
              SECTION
      2.12.  Increased Costs

            	
              25

            
	
              SECTION
      2.13.  Break Funding Payments

            	
              26

            
	
              SECTION
      2.14.  Taxes

            	
              26

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

            	
              28

            
	
              SECTION
      2.16.  Mitigation Obligations; Replacement of
      Lenders

            	
              29

            
	 
      	 
      
	
              ARTICLE
      III

            
	 
      	 
      
	
              Representations
      and Warranties

            
	 
      	 
      
	
              SECTION
      3.01.  Corporate Existence and Power

            	
              30

            
	
              SECTION
      3.02.  Corporate and Governmental Authorization; No
      Contravention

            	
              31

            
	
              SECTION
      3.03.  Binding Effect

            	
              31

            


    

    


    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION 3.04.  Financial
    Information

            	
              31

            
	
              SECTION
      3.05.  Litigation and Environmental Matters

            	
              31

            
	
              SECTION
      3.06.  Subsidiaries

            	
              32

            
	
              SECTION
      3.07.  Not an Investment Company

            	
              32

            
	
              SECTION
      3.08.  ERISA

            	
              32

            
	
              SECTION
      3.09.  Taxes

            	
              33

            
	
              SECTION
      3.10.  Disclosure

            	
              33

            
	 
      	 
      
	
              ARTICLE
      IV

            
	 
      	 
      
	
              Conditions

            
	 
      	 
      
	
              SECTION
      4.01.  Intentionally Omitted.

            	
              33

            
	
              SECTION
      4.02.  Intentionally Omitted.

            	
              33

            
	 
      	 
      
	
              ARTICLE
      V

            
	 
      	 
      
	
              Covenants

            
	 
      	 
      
	
              SECTION
      5.01.  Information

            	
              33

            
	
              SECTION
      5.02.  Maintenance of Properties

            	
              35

            
	
              SECTION
      5.03.  Maintenance of Insurance

            	
              35

            
	
              SECTION
      5.04.  Preservation of Corporate Existence

            	
              36

            
	
              SECTION
      5.05.  Inspection of Property, Books and Records

            	
              36

            
	
              SECTION
      5.06.  Fixed Charge Coverage Ratio

            	
              36

            
	
              SECTION
      5.07.  Debt to Consolidated EBITDA

            	
              36

            
	
              SECTION
      5.08.  Limitations on Liens

            	
              37

            
	
              SECTION
      5.09.  Compliance with Laws

            	
              38

            
	
              SECTION
      5.10.  Limitations on Subsidiary Indebtedness

            	
              38

            
	
              SECTION
      5.11.  Transactions with Affiliates

            	
              39

            
	
              SECTION
      5.12.  Consolidations, Mergers and Sales of
    Assets

            	
              39

            
	
              SECTION
      5.13.  Use of Proceeds

            	
              40

            
	
              SECTION
      5.14.  Clean Down

            	
              40

            
	
              SECTION
      5.15.  Information Regarding Collateral

            	
              40

            
	
              SECTION
      5.16.  Collateral and Guarantee Requirement

            	
              40

            
	
              SECTION
      5.17.  Investments

            	
              40

            
	
              SECTION
      5.18.  Restricted Payments

            	
              41

            
	
              SECTION
      5.19.  Restrictive Agreements

            	
              42

            
	
              SECTION
      5.20.  Credit Ratings

            	
              42

            
	
              SECTION
      5.21.  Prepayment Avoidance

            	
              43

            
	
              SECTION
      5.22.  Revolving Loan Amendments

            	
              43

            
	 
      	 
      
	
              ARTICLE
      VI

            
	 
      	 
      
	
              Events
      of Default and Remedies

            
	 
      	 
      
	
              SECTION
      6.01.  Events of Default

            	
              43

            


    

    


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION 6.02.  Remedies

            	
              46

            
	
              SECTION
      6.03.  Notice of Default

            	
              47

            
	 
      	 
      
	
              ARTICLE
      VII

            
	 
      	 
      
	
              The
      Agents

            
	 
      	 
      
	 
      
	
              ARTICLE
      VIII

            
	 
      	 
      
	
              Miscellaneous

            
	 
      	 
      
	
              SECTION
      8.01.  Notices

            	
              49

            
	
              SECTION
      8.02.  Waivers; Amendments

            	
              50

            
	
              SECTION
      8.03.  Expenses; Indemnity; Damage Waiver

            	
              51

            
	
              SECTION
      8.04.  Successors and Assigns

            	
              52

            
	
              SECTION
      8.05.  Survival

            	
              55

            
	
              SECTION
      8.06.  Counterparts; Integration; Effectiveness

            	
              55

            
	
              SECTION
      8.07.  Severability

            	
              56

            
	
              SECTION
      8.08.  Right of Setoff

            	
              56

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

            	
              56

            
	
              SECTION
      8.10.  Waiver of Jury Trial

            	
              57

            
	
              SECTION
      8.11.  Headings

            	
              57

            
	
              SECTION
      8.12.  Confidentiality

            	
              57

            
	
              SECTION
      8.13.  Interest Rate Limitation

            	
              58

            
	
              SECTION
      8.14.  Collateral

            	
              58

            
	
              SECTION
      8.15.  USA Patriot Act

            	
              58

            


    

    


    


    


    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

    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

       

    

    AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT dated as of February
19, 2009, 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 February 19, 2009
(the “Restatement
Agreement”), relating to (i) the Amended and Restated Term Loan Credit
Agreement dated as of August 3, 2007 (the “Existing Credit Agreement”), among
Limited Brands, Inc., the Lenders party thereto and JPMorgan Chase Bank,
N.A., as Administrative Agent and (ii) the Amended and Restated Five-Year
Revolving Credit Agreement dated as of August 3, 2007 (the “Existing Revolving
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 Rate”
means, for any day, with respect to any Eurodollar Loan or ABR Loan, the
applicable rate per annum set forth below under the caption “Eurodollar Spread”
or “ABR Spread”, as the case may be, based upon the Borrower’s Credit Ratings
applicable on such date:

     

    
      
        	
                Credit
      Rating:

              	 	
                Eurodollar
      Spread

              	 	
                ABR
      Spread

              
	 
      	 	 
      	 	 
      
	
                Category
      1

              	 	
                2.50%

              	 	
                1.50%

              
	
                ≥
      BBB/Baa2

              	 	
                 
      

              	 	 
      
	
                Category
      2

              	 	
                3.00%

              	 	
                2.00%

              
	
                BBB-/Baa3

              	 	
                 
      

              	 	 
      
	
                Category
      3

              	 	
                3.50%

              	 	
                2.50%

              
	
                BB+/Ba1

              	 	
                 
      

              	 	 
      
	
                Category
      4

              	 	
                4.00%

              	 	
                3.00%

              
	
                BB/Ba2

              	 	 
      	 	 
      
	
                Category
      5

              	 	
                4.50%

              	 	
                3.50%

              
	
                ≤
      BB-/Ba3

              	 	 
      	 	 
      


      

    

     

    For
purposes of the foregoing, (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

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    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
Loans of the same 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.

    


    “Borrowing Date” means
the date on which the Borrower makes the Borrowing under this
Agreement.

    


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

    


    “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 the date of this
Agreement, (b) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
date of this Agreement, or (c) compliance by any Lender (or, for purposes of
Section 2.12(b), by any lending office of such Lender or by such Lender’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
the date of this Agreement.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    “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 among the Borrower, the Subsidiary
Loan Parties and the Administrative Agent, substantially in the form attached as
Exhibit C to the Restatement Agreement.

    


    “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 the Restatement Effective Date, 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” has the
meaning set forth in the Existing Credit Agreement. The Commitments have
terminated.

    


    “Consolidated Debt”
means, at any date of determination, the total Indebtedness of the Borrower and
the Consolidated Subsidiaries at such date (excluding,

    


    
      
        
        

      

      
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    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 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

    


    
      
        
        

      

      
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    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.

    


    “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;

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    (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 or repurchase can be avoided through
repayment or prepayment of Loans or Revolving 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.

    


    
      
        
        

      

      
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    “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 the Restatement
Effective Date 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 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 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 2.16(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 2.14(a), or (ii) is
attributable to such Foreign Lender’s failure to comply with Section
2.14(e).

    


    “Existing Restatement”
means the Amendment and Restatement Agreement dated as of August 3, 2007, among
Limited Brands, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A.,
as Administrative Agent.

    


    “Existing Revolving 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

    


    
      
        
        

      

      
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    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.

    


    “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.

    


    “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,

    


    
      
        
        

      

      
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    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
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.

    


    “Information
Memorandum” means the Confidential Information Memorandum to be prepared
in connection with the syndication of the credit facility provided for in this
Agreement relating to the Borrower and the Transactions.

    


    “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 or Revolving Lender if made available to such
Lender or Revolving Lender by the Administrative Agent (through Intralinks or
similar facility) and such Lender or Revolving 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).

    


    
      
        
        

      

      
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    “Interest
Election Request” means a request by the Borrower to convert or continue
a Borrowing in accordance with Section 2.05.

    


    “Interest Payment
Date” means (a) with respect to any ABR Loan, the last day of each March,
June, September and December and (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.

    


    “Interest Period”
means, with respect to any Eurodollar Borrowing, the period commencing on the
date of such Borrowing and ending on (a) the numerically corresponding day in
the calendar month that is one, two, three or six months thereafter or, if
available from all Lenders, nine or 12 months thereafter or (b) the next date on
which any scheduled payment of principal is due under Section 2.07 (but only if
such period is less than six month’s duration and is available from all
Lenders), in each case as the Borrower may elect; 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 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 and
(iii) any Interest Period that would otherwise end after the Maturity Date will
end on the Maturity Date. For purposes hereof, the date of a Eurodollar
Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date on which such Borrowing results from the
conversion or continuation of another Borrowing.

    


    “Lenders” means the
Persons listed on Schedule 2.01 to the Existing Restatement and any other Person
that shall have become a party hereto 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.

    


    “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

    


    
      
        
        

      

      
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    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.

    


    “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), 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.

    


    “Maturity Date” means
August 3, 2012.

    


    “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.

    


    
      
        
        

      

      
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    “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:

    


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

    

    


    
      (c)  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;

    

    


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

    


    (e)
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;

    


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

    


    (g)
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;

    


    (h) 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

    


    (i) 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;

    


    
      
        
        

      

      
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    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.

    


    “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 Loans or Commitments representing more than
50% of the sum of the total Loans or Commitments at such time.

    


    
      
        
        

      

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

    


    “Revolving Credit
Agreement” means the Existing Revolving Credit Agreement, as amended and
restated pursuant to the Restatement Agreement.

    


    “Revolving Lender”
means a “Lender” under (and as defined in) the Revolving Credit
Agreement.

    


    “Revolving Loan” means
a “Loan” under (and as defined in) the Revolving Credit Agreement.

    


    “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 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

    


    
      
        
        

      

      
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    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.

    


    “Test Date” means the
date of any Borrowing hereunder; 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 and the use of the proceeds
thereof.

    


    “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 or the Alternate Base 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
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

    


    
      
        
        

      

      
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    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 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 Type (e.g., a “Eurodollar
Loan”). Borrowings also may be classified and referred to by Type (e.g., a “Eurodollar
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

    


    
      
        
        

      

      
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    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.

    


    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. Outstanding
Loans. As of the Restatement Effective Date, after giving effect to the
transactions contemplated by the Restatement Agreement, the aggregate principal
amount of Loans outstanding hereunder is $750,000,000.

    


    SECTION
2.02. Loans and
Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting
of Loans made by the Lenders ratably in accordance with their respective
Commitments. The failure of any Lender to make the Loan required to be made by
it shall not relieve any other Lender of its obligations hereunder; provided that the
Commitments 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 2.11, the Borrowing made on the Borrowing Date shall be
comprised entirely of ABR Loans or Eurodollar 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 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; provided that a
Eurodollar Borrowing with an Interest Period that ends on the date on which any
scheduled payment of principal is due under Section 2.07 may be in the amount of
the scheduled payment of principal due on such date. Borrowings of more than one
Type may be outstanding at the same time;

    


    
      
        
        

      

      
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    provided
that there shall not at any time be more than a total of five
Eurodollar Borrowings
outstanding.

    


    SECTION
2.03. Requests for
Borrowing. To request the 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. 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. Such telephonic and written
Borrowing Request shall specify the following information in compliance with
Section 2.02:

    


    
      (i)  the
aggregate amount of the Borrowing;

    

    


    
      (ii)  the date
of the Borrowing;

    

    


    (iii) whether
the 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
2.04.

    


    If no
election as to the Type of Borrowing is specified, then the Borrowing shall be a
Eurodollar Borrowing. If no Interest Period is specified with respect to the
Borrowing, if it is requested (or deemed requested) as a Eurodollar 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 Borrowing.

    


    SECTION
2.04. Funding of
Borrowing. (a) Each Lender shall make the 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
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 Borrowing Request.

    


    (b)
Unless the Administrative Agent shall have received notice from a Lender prior
to the proposed date of the Borrowing that such Lender will not make available
to the Administrative Agent such Lender’s share of the 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
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
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
2.05. Interest
Elections. (a) The Borrowing initially shall be of the Type specified in
the applicable Borrowing Request and, in the case of a Eurodollar 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 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.

    


    (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
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);

    


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

    


    
      
        
        

      

      
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    (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 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 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 continued as a Eurodollar Borrowing
with an Interest Period of one month’s duration.

    


    SECTION
2.06. Termination and
Reduction of Commitments. (a) Unless previously terminated, the
Commitments shall terminate at the date on which Loans are made.

    


    (b) The
Borrower may at any time terminate, or from time to time reduce, the
Commitments; provided that each
reduction of the Commitments shall be in an amount that is an integral multiple
of $1,000,000 and not less than $25,000,000.

    


    (c) The
Borrower shall notify the Administrative Agent of any election to terminate or
reduce the Commitments 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
contents thereof. Each notice delivered by the Borrower pursuant to this Section
shall be irrevocable. Any termination or reduction of the Commitments shall be
permanent. Each reduction of the Commitments shall be made ratably among the
Lenders in accordance with their respective Commitments.

    


    SECTION
2.07. Repayment of
Loans; Evidence of Indebtedness; Amortization. (a) The
Borrower hereby unconditionally promises to pay to the Administrative
Agent for the account of each Lender the then unpaid principal amount of each
Loan as provided in paragraph (f) below.

    


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

    


    
      
        
        

      

      
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    (c) The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the 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).

    


    (f)   
(i)  Intentionally Omitted.

    


    (ii) The
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of each Lender the then unpaid principal amount of each Loan on the
Maturity Date.

    


    
      (iii)  Intentionally
Omitted.

    

    


    (iv) Each
repayment of a Borrowing shall be applied ratably to the Loans included in the
repaid Borrowing. Repayment of a Borrowing shall be accompanied by accrued
interest on the amount repaid.

    


    (v) The
Borrower shall select the Borrowing or Borrowings to be repaid and shall notify
the Administrative Agent by telephone (confirmed by telecopy) of such selection
not later than 11:00 a.m., New York City time, three Business Day before the
scheduled date of such repayment.

    


    SECTION
2.08. 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.

    


    (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 Borrowing, not later than 11:00 a.m., New York City time, one
Business Day

    


    
      
        
        

      

      
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    before
the date of prepayment and (ii) in the case of prepayment of an ABR 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 a
notice of prepayment may state that such notice is conditional upon the receipt
of proceeds from another financing, in which case such notice of prepayment may
be revoked by the Borrower (by notice to the Administrative Agent on or prior to
the specified prepayment date) if such condition is not satisfied. Promptly
following receipt of any such notice relating to a Borrowing, the Administrative
Agent shall advise the Lenders of the contents thereof. Each partial prepayment
of any Borrowing shall be in an amount that would be permitted in the case of an
advance of a Borrowing of the same Type as provided in Section 2.02. Each
prepayment of a Borrowing 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 2.10.

    


    SECTION
2.09. Fees.  (a)  Intentionally
omitted.

    


    (b) 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.

    


    (c) All
fees payable by the Borrower hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for distribution, to
the parties entitled thereto. Fees paid by the Borrower shall not be refundable
under any circumstances.

    


    SECTION
2.10. 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 at the LIBO Rate
for the Interest Period in effect for such Borrowing plus the Applicable
Rate.

    


    (c)
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 as provided in paragraph (a) of this Section.

    


    (d) (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 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

    


    
      
        
        

      

      
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    lending
office for Eurodollar Loans) of making or maintaining its Eurodollar Loans is
increased, then such Lender may require the Borrower to pay, contemporaneously
with each payment of interest on any Eurodollar Loan of such Lender, additional
interest on such Eurodollar Loan for the Interest Period of such Eurodollar Loan
at a rate per annum up to but not 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 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 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.

    


    (e)
Accrued interest on each Loan shall be payable in arrears on each Interest
Payment Date for such Loan; provided that (i)
interest accrued pursuant to paragraph (c) 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 Loan prior to the earlier of (x) the date upon which all
Loans are paid in full and (y) the Maturity Date), 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 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.

    


    (f) 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
2.11. Alternate Rate
of Interest. If prior to the commencement of any Interest Period for a
Eurodollar Borrowing:

    


    (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

    


    
      
        
        

      

      
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    (b) the
Administrative Agent is advised by the Required Lenders that the LIBO Rate for
such Interest Period will not adequately and fairly reflect the cost to such
Lenders of making or maintaining their Loans included in such Borrowing for such
Interest Period;

    


    then the
Administrative Agent shall give notice thereof to the Borrower and the Lenders
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 that
the circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if the Borrowing Request requests a Eurodollar Borrowing, then, unless
the Borrower notifies the Administrative Agent by 12:00 noon (New York City
time) on the date of the Borrowing that it elects not to borrow on such date,
the Borrowing shall be made as an ABR Borrowing.

    


    SECTION
2.12. 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

    


    (ii) impose on
any Lender or the London interbank market any other condition affecting this
Agreement or Eurodollar Loans made by such Lender (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 2.14 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), then the Borrower will pay to such Lender such additional amount or
amounts as will compensate such Lender for such additional costs incurred or
reduction suffered.

    


    (b) If
any Lender 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 capital
or on the capital of such Lender’s holding company, if any, as a consequence of
this Agreement or the Loans made by such Lender to a level below that which such
Lender or such Lender’s holding company could have achieved but for such Change
in Law (taking into consideration such Lender’s policies and the policies of
such Lender’s holding company with respect to capital adequacy), then from time
to time the Borrower will pay to such Lender such additional amount or amounts
as will compensate such Lender or such Lender’s holding company for any such
reduction suffered.

    


    
      
        
        

      

      
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    (c) A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender 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 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 to demand compensation pursuant to
this Section shall not constitute a waiver of such Lender’s right to demand such
compensation; provided that the
Borrower shall not be required to compensate a Lender pursuant to this Section
for any increased costs or reductions incurred more than 180 days prior to the
date that such Lender notifies the Borrower of the Change in Law giving rise to
such increased costs or reductions and of such Lender’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.

    


    SECTION
2.13. Break Funding
Payments. In the event of (a) the payment of any principal of any
Eurodollar 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
Loan on the date specified in any notice delivered pursuant hereto (regardless
of whether such notice may be revoked under Section 2.08(b) and is revoked in
accordance therewith), or (d) the assignment of any Eurodollar 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 2.16, 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, 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
2.14. 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 or Lender
(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.

    


    
      
        
        

      

      
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    (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 and each Lender, within 15
days after written demand therefor, for the full amount of any Indemnified Taxes
or Other Taxes paid by the Administrative Agent or such Lender, 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
penalties, interest and 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 by the Administrative Agent on its own behalf or on behalf of a
Lender, shall be conclusive absent manifest error.

    


    (d) 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.

    


    (e) Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which the Borrower is located, or any
treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law or reasonably
requested by the Borrower as will permit such payments to be made without
withholding or at a reduced rate, provided that such Foreign Lender has received
written notice from the Borrower advising it of the availability of such
exemption or reduction and containing all applicable documentation.

    


    (f) 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 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

    


    
      
        
        

      

      
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    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
2.15. 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 or fees, or of amounts payable under Section 2.12, 2.13 or
2.14, 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 that payments pursuant to Sections 2.12, 2.13, 2.14 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, 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 then
due hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal 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 Loans resulting in such Lender receiving payment of a greater proportion of
the aggregate amount of its Loans 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 Loans
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 Loans; 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 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

    


    
      
        
        

      

      
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    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 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 the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender 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 2.04(b) or 2.15(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
2.16. Mitigation
Obligations; Replacement of Lenders. (a) If any Lender requests
compensation under Section 2.12, or additional interest under Section 2.10(d) 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 2.14,
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 2.12, 2.10(d) or 2.14, 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 2.12, or additional interest
under Section 2.10(d), 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 2.14, or if any Lender defaults in its obligation to fund
Loans hereunder, 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

    


    
      
        
        

      

      
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    Section
8.04), all its interests, rights and obligations under this Agreement 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 unreasonably be withheld, (ii) such Lender shall
have received payment of an amount equal to the outstanding principal of its
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) in the case of any such assignment
resulting from a claim for compensation under Section 2.12, additional interest
under Section 2.10(d) or payments required to be made pursuant to Section 2.14,
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) 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 2.16(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 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, 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.

    


    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

    


    
      
        
        

      

      
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    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 2007, reported on by Ernst
& Young LLP and set forth in the Borrower’s Annual Report on Form 10-K for
Fiscal Year 2007, 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 2008,
certified by a 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
February 2, 2008 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

    


    
      
        
        

      

      
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    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.

    


    (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

    


    
      
        
        

      

      
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    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
Information Memorandum, 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.

    


    SECTION
4.02. Intentionally Omitted.

    


    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

    


    
      
        
        

      

      
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    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;

    


    (iii) simultaneously
with the delivery of each set of financial statements referred to in clauses (a)
and (b) 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 and (3) except
during a Release Period, stating that there are no Material Subsidiaries that
have not satisfied the Collateral and Guarantee Requirement;

    


    (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

    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    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, (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 consolidated statements of income and cash
flows of the Borrower and its Consolidated Subsidiaries for such fiscal
year.

    


    
      (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

    


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    


    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 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 day
      of each fiscal quarter ending on or  about
      the date set forth below and
      ending

            	
              Maximum Leverage
      Ratio

            


    

    


    
      
        
        

      

      
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              on and excluding the last day of the
      next fiscal
      quarter

            	 
      
	
              January
      31, 2009, April 30, 2009, July 31, 2009,
      October 31, 2009, January 31, 2010, April
      30, 2010, July 31, 2010 and October 31,
      2010

            	
              5.00
      to 1.00

            
	
              January
      31, 2011, April 30, 2011, July 31, 2011 and October 31,
    2011

            	
              4.50
      to 1.00

            
	
              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

    


    
      
        
        

      

      
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    incurred prior to or within 90 days after such acquisition or the
completion of 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 of 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 Revolving 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

    


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    


    such Consolidated Subsidiary (or parent) is so acquired; provided that such
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.

    


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    SECTION 5.13. Use of Proceeds. The
Borrower will use the proceeds of the Loans to finance repurchases of its
capital stock, or special dividends thereon (or a combination thereof), and, to
the extent of any excess, for general corporate purposes.

    


    SECTION
5.14. Clean
Down. The Borrower will cause the aggregate principal amount of
outstanding Revolving 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

    


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    


    pursuant to any consolidation or merger with any Person that was not
a Loan Party prior 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 the Restatement Effective
Date, (b) those made after the Restatement Effective Date in an aggregate amount
not to exceed the sum of (i) $100,000,000 plus (ii) the amount available for
Restricted Payments under, and permitted by, clause (d) of Section 5.18, (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 and (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; 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, (i) 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; provided that (i) the
amount of such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by the Borrower after the Restatement Effective
Date (including those made pursuant to clause (b) above and the amount of
investments made pursuant to subclause (b)(ii) of Section 5.17), does not exceed
the sum, without duplication, of (A) 50% of Consolidated Net Income for the
period (taken as one accounting period) from the beginning of the first fiscal
quarter ending after the Restatement Effective Date to the end of the Borrower’s
most recently ended fiscal

    


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    


    quarter for which financial statements are publicly available at the
time of such Restricted Payment (or, if such Consolidated Net Income for such
period is a deficit, minus 100% of such deficit); plus (B) 100% of the aggregate
net cash proceeds received by the Borrower, during the period from the
Restatement Effective Date to the date of such Restricted Payment, from the
issuance by the Borrower of additional Equity Interests (other than Disqualified
Equity Interests or Equity Interests issued to a Subsidiary or to an employee
stock ownership plan or trust), and (ii) at the time of declaration (in the case
of a dividend) or payment (in all other cases) and after giving effect thereto,
(i) 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.

    


    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.

    


    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 the Restatement Effective Date 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 the Restatement Effective Date, (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.

    


    
      
        
        

      

      
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    SECTION 5.21. Prepayment Avoidance.
The Borrower will, and will cause each Consolidated Subsidiary to, either repay
or prepay Loans or Revolving 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.

    


    SECTION
5.22. Revolving Loan
Amendments. The Borrower will not agree to or permit any amendment or
modification to the Revolving Credit Agreement that would result in or permit
the principal amount of Indebtedness (treating letters of credit as Indebtedness
for this purpose) thereunder to be increased (other than pursuant to Section
2.08(d) thereof, as in effect on the Restatement Effective Date) without the
prior written consent of the Required Lenders.

    


    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
when due or to 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, 5.21 or 5.22 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

    


    
      
        
        

      

      
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    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 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

    


    
      
        
        

      

      
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    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 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;

    


    
      
        
        

      

      
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    (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

    

    


    (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

    


    
      
        
        

      

      
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    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 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 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

    


    
      
        
        

      

      
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    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
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 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, 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

    


    
      
        
        

      

      
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    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 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, Houston, Texas 77002, 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

    


    
      
        
        

      

      
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    Chase Bank, N.A., 270 Park Avenue, New York, New York 10017,
Attention of Barry Bergman (Telecopy No. 212-270-6637); and

    


    (c) 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.

    


    SECTION
8.02. Waivers;
Amendments. (a) No failure or delay by the Administrative Agent 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 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 shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent or any Lender 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 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
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 2.15(b) or (c) in a manner

    


    
      
        
        

      

      
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    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 hereunder without the prior written consent of the
Administrative Agent. 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 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.

    


    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 or any Lender, including the
fees, charges and disbursements of any counsel for either Agent 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, 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 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
such Lender’s ratable share (determined in accordance with such Lender’s share
of the total Commitments or Loans outstanding as of the time that the applicable
unreimbursed

    


    
      
        
        

      

      
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    expense or indemnity payment is sought or, if the Commitments are
terminated and no Loans shall remain outstanding, determined in accordance with
such Lender’s share of the Loans outstanding at the time of repayment) 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 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 the use of the proceeds thereof; provided that the
foregoing waiver shall not 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, 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, 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 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; and

     

    
      
        
        

      

      
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      (B)  the
Administrative Agent.

       


    
      (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
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;

    


    (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 2.12,
2.13, 2.14 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

    


    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

    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 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 Agent 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 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 or the Administrative
Agent, 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
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 2.12, 2.13 and 2.14 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 2.15(c) as though it were a
Lender.

    

    


    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

    


    (ii) A Participant shall not be entitled to receive any greater
payment under Section 2.12 or 2.14 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 2.14 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
2.14(e) 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, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Administrative Agent 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 and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.12, 2.13, 2.14 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 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. Except as provided in Section 4.01, this Agreement shall
become effective when it shall have been executed by the Administrative Agent
and when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the other parties hereto,
and thereafter shall be binding upon and inure to the benefit of the
parties

    


    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

    


    hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this
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.

    


    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 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.

    


    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

    


    (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 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 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 or the Revolving
Credit 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 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 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

    


    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

    


    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 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.

    


    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

       

    

    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.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE 3.05

    


    Disclosed
Matters

    


    The
litigation referred to in the Borrower’s Quarterly Report on Form 10-Q for the
fiscal quarter ended November 1, 2008.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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. 

              	
                American
      Licensing Group Limited Partnership

              	
                Delaware

              	
                No

              
	
                13. 

              	
                Aquatanica
      Spa, Inc.

              	
                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. 

              	
                Dolci
      Milano, Inc.

              	
                Delaware

              	
                No

              
	
                25. 

              	
                Eastern
      Key Properties, LLC

              	
                Delaware

              	
                No

              
	
                26. 

              	
                El
      Strategies, LLC

              	
                Delaware

              	
                No

              
	
                27. 

              	
                EXP
      Investments, Inc.

              	
                Delaware

              	
                No

              
	
                28. 

              	
                Far
      West Factoring, LLC

              	
                Nevada

              	
                No

              
	
                29. 

              	
                Freehold
      Properties, LLC

              	
                Delaware

              	
                No

              
	
                30. 

              	
                Hayes
      Productions, LLC

              	
                Delaware

              	
                No

              
	
                31. 

              	
                Henri
      Bendel, Inc.

              	
                Delaware

              	
                No

              
	
                32. 

              	
                Independent
      Production Services, Inc.

              	
                Delaware

              	
                No

              
	
                33. 

              	
                Intermark
      Development Group, Inc.

              	
                Delaware

              	
                No

              
	
                34. 

              	
                Intimissimi
      GC, LLC

              	
                Ohio

              	
                No

              
	
                35. 

              	
                L.B.I.
      Holdings, Inc.

              	
                Nevada

              	
                No

              
	
                36. 

              	
                Limco,
      Inc.

              	
                Delaware

              	
                No

              
	
                37. 

              	
                Limcourt,
      Inc.

              	
                Delaware

              	
                No

              
	
                38. 

              	
                Limhil,
      Inc.

              	
                Delaware

              	
                No

              
	
                39. 

              	
                Limited
      (Overseas), Inc.

              	
                Delaware

              	
                No

              
	
                40. 

              	
                Limited
      Assets, Inc.

              	
                Delaware

              	
                No

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    
      
        SCHEDULE 3.06

         


      
        
          	 
      	
                  Subsidiary
      Name

                	
                  Jurisdiction
      of Organization

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

                
	
                  41. 

                	
                  Limited
      Brand and Creative Services, Inc.

                	
                  Delaware

                	
                  No

                
	
                  42. 

                	
                  Limited
      Brands Direct Holding, Inc.

                	
                  Delaware

                	
                  No

                
	
                  43. 

                	
                  Limited
      Brands Direct Marketing, Inc.

                	
                  Delaware

                	
                  No

                
	
                  44. 

                	
                  Limited
      Brands Direct Media Production, Inc.

                	
                  Delaware

                	
                  No

                
	
                  45. 

                	
                  Limited
      Brands Sourcing, Inc.

                	
                  Delaware

                	
                  No

                
	
                  46. 

                	
                  Limited
      Brands Store Operations, Inc.

                	
                  Delaware

                	
                  No

                
	
                  47. 

                	
                  Limited
      Brands, Inc.

                	
                  Delaware

                	
                  No

                
	
                  48. 

                	
                  Limited
      Customs Services, Inc.

                	
                  Delaware

                	
                  No

                
	
                  49. 

                	
                  Limited
      Direct, Inc.

                	
                  Delaware

                	
                  No

                
	
                  50. 

                	
                  Limited
      Factoring Inc.

                	
                  Nevada

                	
                  No

                
	
                  51. 

                	
                  Limited
      Logistics Services, Inc.

                	
                  Delaware

                	
                  No

                
	
                  52. 

                	
                  Limited
      Marketing Corp.

                	
                  Delaware

                	
                  No

                
	
                  53. 

                	
                  Limited
      Marketing Services, Inc.

                	
                  Delaware

                	
                  No

                
	
                  54. 

                	
                  Limited
      Merchandising, Inc.

                	
                  Delaware

                	
                  No

                
	
                  55. 

                	
                  Limited
      New York, Inc.

                	
                  Delaware

                	
                  No

                
	
                  56. 

                	
                  Limited
      Overseas Finance, LLC

                	
                  Delaware

                	
                  No

                
	
                  57. 

                	
                  Limited
      Service Corporation II

                	
                  Delaware

                	
                  No

                
	
                  58. 

                	
                  Limited
      Specialties, Inc.

                	
                  Delaware

                	
                  No

                
	
                  59. 

                	
                  Limited
      Technology Services, Inc.

                	
                  Delaware

                	
                  No

                
	
                  60. 

                	
                  Limres,
      Inc.

                	
                  Delaware

                	
                  No

                
	
                  61. 

                	
                  Limsoc,
      Inc.

                	
                  Delaware

                	
                  No

                
	
                  62. 

                	
                  Limtown,
      Inc.

                	
                  Delaware

                	
                  No

                
	
                  63. 

                	
                  Lone
      Mountain Factoring, LLC

                	
                  Nevada

                	
                  No

                
	
                  64. 

                	
                  MA
      Holdings, Inc.

                	
                  Nevada

                	
                  No

                
	
                  65. 

                	
                  Mast
      Industries (Delaware), Inc.

                	
                  Delaware

                	
                  No

                
	
                  66. 

                	
                  Mast
      Industries Sourcing, Inc.

                	
                  Delaware

                	
                  No

                
	
                  67. 

                	
                  Midwest
      Visions, LLC

                	
                  Delaware

                	
                  No

                
	
                  68. 

                	
                  MORSO
      Holding Co.

                	
                  Delaware

                	
                  No

                
	
                  69. 

                	
                  Nevada
      Fusion, Inc.

                	
                  Nevada

                	
                  No

                
	
                  70. 

                	
                  New
      Vision (U.S.), Inc.

                	
                  Delaware

                	
                  No

                
	
                  71. 

                	
                  Niacorp
      Commercial, Inc.

                	
                  Nevada

                	
                  No

                
	
                  72. 

                	
                  Niacorp
      Development, Inc.

                	
                  Nevada

                	
                  No

                
	
                  73. 

                	
                  North
      Port Enterprises, LLC

                	
                  Delaware

                	
                  No

                
	
                  74. 

                	
                  Oldco,
      Inc.

                	
                  Delaware

                	
                  No

                
	
                  75. 

                	
                  Overseas
      Holdings, Inc.

                	
                  Delaware

                	
                  No

                
	
                  76. 

                	
                  PENHAL
      Investments, Inc.

                	
                  Delaware

                	
                  No

                
	
                  77. 

                	
                  Retail
      Transportation Company

                	
                  Delaware

                	
                  No

                
	
                  78. 

                	
                  REYNO
      Holding Co.

                	
                  Delaware

                	
                  No

                
	
                  79. 

                	
                  Slatkin
      & Co., Inc.

                	
                  New
      York

                	
                  No

                
	
                  80. 

                	
                  Southern
      Key Properties, LLC

                	
                  Delaware

                	
                  No

                
	
                  81. 

                	
                  Tri-State
      Factoring, LLC

                	
                  Nevada

                	
                  No

                
	
                  82. 

                	
                  Victoria's
      Secret Beauty Company

                	
                  Delaware

                	
                  No

                


        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      SCHEDULE 3.06

    

    
       

      
        
          	 
      	
                  Subsidiary
      Name

                	
                  Jurisdiction
      of Organization

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

                
	
                  83. 

                	
                  Victoria’s Secret
      Direct GC, LLC

                	
                  Ohio

                	
                  No

                
	
                  84. 

                	
                  Victoria’s Secret
      Direct Holding, LLC

                	
                  Delaware

                	
                  No

                
	
                  85. 

                	
                  Victoria’s Secret
      Direct New York, LLC

                	
                  Delaware

                	
                  No

                
	
                  86. 

                	
                  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

      TERM LOAN
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 Term Loan Credit Agreement dated as of
      February 19, 2009, 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:

                  


          

           

        

      

    

    
      	
              Aggregate
      Amount of

            	
              Amount
      of

            	
              Percentage

            
	
              Commitment/Loans

            	
              Commitment/Loans

            	
              Assigned
      of

            
	
              for
      all Lenders

            	
              Assigned

            	
              Commitment/

            
	 
      	 
      	
              Loans2

            
	
              $

            	
              $

            	
                   
      %

            


    

    


    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
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 TERM LOAN 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.