10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 30, 2011

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 1-8344

LIMITED BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware	31-1029810
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Three Limited Parkway, P.O. Box 16000, Columbus, Ohio	43216
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (614) 415-7000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $.50 Par Value	Outstanding at August 26, 2011
	298,324,674 Shares

LIMITED BRANDS, INC.

TABLE OF CONTENTS

	Page No.
Part I. Financial Information
Item 1. Financial Statements *
Consolidated Statements of Income for the Thirteen Weeks and Twenty-Six Weeks Ended July  30, 2011 and July 31, 2010 (Unaudited)		3
Consolidated Balance Sheets as of July 30, 2011 (Unaudited), January 29, 2011 and July  31, 2010 (Unaudited)		4
Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended July 30, 2011 and July  31, 2010 (Unaudited)		5
Notes to Consolidated Financial Statements (Unaudited)		6
Report of Independent Registered Public Accounting Firm		28
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995		29
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		30
Item 3. Quantitative and Qualitative Disclosures About Market Risk		45
Item 4. Controls and Procedures		46
Part II. Other Information
Item 1. Legal Proceedings		47
Item 1A. Risk Factors		47
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		47
Item 3. Defaults Upon Senior Securities		47
Item 4. Reserved		47
Item 5. Other Information		47
Item 6. Exhibits		47
Signatures		49

* The Company’s fiscal year ends on the Saturday nearest to January 31. As used herein, “second quarter of 2011” and “second quarter of 2010” refer to the thirteen week periods ending July 30, 2011 and July 31, 2010, respectively. “Year-to-date 2011” and “year-to-date 2010” refer to the twenty-six week periods ending July 30, 2011 and July 31, 2010, respectively.

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PART I—FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

LIMITED BRANDS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in millions except per share amounts)

(Unaudited)

	Second Quarter						Year-to-Date
	2011			2010			2011			2010
Net Sales	$	2,458		$	2,242		$	4,675		$	4,174
Costs of Goods Sold, Buying and Occupancy		(1,556	)		(1,464	)		(2,931	)		(2,702	)
Gross Profit		902			778			1,744			1,472
General, Administrative and Store Operating Expenses		(708	)		(542	)		(1,334	)		(1,051	)
Operating Income		194			236			410			421
Interest Expense		(64	)		(51	)		(119	)		(112	)
Other Income		146			59			234			122
Income Before Income Taxes		276			244			525			431
Provision for Income Taxes		45			66			129			140
Net Income	$	231		$	178		$	396		$	291
Net Income Per Basic Share	$	0.76		$	0.55		$	1.27		$	0.90
Net Income Per Diluted Share	$	0.73		$	0.54		$	1.23		$	0.87
Dividends Per Share	$	1.20		$	0.15		$	1.40		$	1.30

The accompanying Notes are an integral part of these Consolidated Financial Statements.

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LIMITED BRANDS, INC.

CONSOLIDATED BALANCE SHEETS

(in millions except per share amounts)

	July 30, 2011			January 29, 2011			July 31, 2010
	(Unaudited)						(Unaudited)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	1,035		$	1,130		$	1,300
Accounts Receivable, Net		241			232			209
Inventories		1,104			1,032			1,083
Deferred Income Taxes		30			35			32
Other		242			163			181
Total Current Assets		2,652			2,592			2,805
Property and Equipment, Net		1,583			1,610			1,641
Goodwill		1,457			1,451			1,447
Trade Names and Other Intangible Assets, Net		598			592			596
Other Assets		210			206			233
Total Assets	$	6,500		$	6,451		$	6,722
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	646		$	545		$	559
Accrued Expenses and Other		696			765			615
Income Taxes		5			194			6
Total Current Liabilities		1,347			1,504			1,180
Deferred Income Taxes		224			202			224
Long-term Debt		3,524			2,507			2,532
Other Long-term Liabilities		780			761			713
Shareholders’ Equity:
Preferred Stock - $1.00 par value; 10 shares authorized; none issued		0			0			0
Common Stock - $0.50 par value; 1,000 shares authorized; 334, 329 and 326 shares issued; 301, 321 and 323 shares outstanding, respectively		167			164			163
Paid-in Capital		252			164			63
Accumulated Other Comprehensive Income (Loss)		(2	)		1			9
Retained Earnings		1,320			1,354			1,906
Less: Treasury Stock, at Average Cost; 33, 8 and 3 shares, respectively		(1,112	)		(207	)		(68	)
Total Limited Brands, Inc. Shareholders’ Equity		625			1,476			2,073
Noncontrolling Interest		0			1			0
Total Equity		625			1,477			2,073
Total Liabilities and Equity	$	6,500		$	6,451		$	6,722

The accompanying Notes are an integral part of these Consolidated Financial Statements.

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LIMITED BRANDS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)

	Year-to-Date
	2011			2010
Operating Activities:
Net Income	$	396		$	291
Adjustments to Reconcile Net Income to Net Cash Provided by (Used for) Operating Activities:
Depreciation and Amortization of Long-lived Assets		196			194
Amortization of Landlord Allowances		(16	)		(17	)
Deferred Income Taxes		23			2
Share-based Compensation Expense		24			23
Excess Tax Benefits from Share-based Compensation		(34	)		(10	)
Gain on Sale of Express Common Stock		(86	)		0
Contribution of Express Common Stock to The Limited Brands Foundation		163			0
Gain on Contribution of Express Common Stock to The Limited Brands Foundation		(147	)		0
Gain on Distribution from Express		0			(49	)
Gain on Express Initial Public Offering		0			(52	)
Gain on Divestiture of Limited Stores		0			(20	)
Loss on Extinguishment of Debt		0			25
Changes in Assets and Liabilities:
Accounts Receivable		(7	)		10
Inventories		(69	)		(44	)
Accounts Payable, Accrued Expenses and Other		(12	)		(9	)
Income Taxes Payable		(155	)		(128	)
Other Assets and Liabilities		(53	)		(32	)
Net Cash Provided by Operating Activities		223			184
Investing Activities:
Capital Expenditures		(162	)		(110	)
Proceeds from Sale of Express Common Stock		99			0
Return of Capital from Express		0			49
Return of Capital from Limited Stores		0			7
Proceeds from Divestiture of Limited Stores		0			32
Proceeds from Express Initial Public Offering		0			20
Other Investing Activities		0			(1	)
Net Cash Used for Investing Activities		(63	)		(3	)
Financing Activities:
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs		981			390
Payments of Long-term Debt		0			(621	)
Financing Costs		(7	)		(14	)
Repurchase of Common Stock		(890	)		(68	)
Dividends Paid		(431	)		(422	)
Excess Tax Benefits from Share-based Compensation		34			10
Proceeds From Exercise of Stock Options and Other		55			38
Net Cash Used for Financing Activities		(258	)		(687	)
Effects of Exchange Rate Changes on Cash and Cash Equivalents		3			2
Net Decrease in Cash and Cash Equivalents		(95	)		(504	)
Cash and Cash Equivalents, Beginning of Period		1,130			1,804
Cash and Cash Equivalents, End of Period	$	1,035		$	1,300

The accompanying Notes are an integral part of these Consolidated Financial Statements.

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LIMITED BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Description of Business and Basis of Presentation

Description of Business

Limited Brands, Inc. (“the Company”) operates in the highly competitive specialty retail business. The Company is a specialty retailer of women’s intimate and other apparel, beauty and personal care products and accessories. The Company sells its merchandise through specialty retail stores in the United States (“U.S.”) and Canada, which are primarily mall-based, and through its websites, catalogue and international franchise, license and wholesale partners. The Company currently operates the following retail brands:

• Victoria’s Secret

• Victoria’s Secret Pink

• Bath & Body Works

• La Senza

• Henri Bendel

Fiscal Year

The Company’s fiscal year ends on the Saturday nearest to January 31. As used herein, “second quarter of 2011” and “second quarter of 2010” refer to the thirteen week periods ending July 30, 2011 and July 31, 2010, respectively. “Year-to-date 2011” and “year-to-date 2010” refer to the twenty-six week periods ending July 30, 2011 and July 31, 2010, respectively.

Basis of Consolidation

The Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company accounts for investments in unconsolidated entities where it exercises significant influence, but does not have control, using the equity method. Under the equity method of accounting, the Company recognizes its share of the investee net income or loss. Losses are only recognized to the extent the Company has positive carrying value related to the investee. Carrying values are only reduced below zero if the Company has an obligation to provide funding to the investee. The Company’s share of net income or loss of unconsolidated entities from which the Company purchases merchandise or merchandise components is included in Costs of Goods Sold, Buying and Occupancy on the Consolidated Statements of Income. The Company’s share of net income or loss of all other unconsolidated entities is included in Other Income on the Consolidated Statements of Income. The Company’s equity investments are required to be tested for impairment when it is determined there may be an other than temporary loss in value.

Express

2010

Through May 12, 2010, the Company had a 25% ownership interest in Express and accounted for this investment under the equity method of accounting. On May 13, 2010, Express completed an initial public offering (“IPO”). Additionally, the Company sold a portion of its shares of common stock in Express in conjunction with the IPO. As a result, the Company’s ownership interest was diluted from 25% to 18%. The Company eliminated in consolidation 25% of gross merchandise sourcing revenue to Express through May 12, 2010 and eliminated 18% from May 13, 2010 through the end of the second quarter of 2010.

Based on the Company’s reduced ownership in Express, the resulting loss of contractual rights and the resignation of the Company’s seats on Express’ Board of Directors in August 2010, the Company concluded that it was no longer appropriate to account for its investment in Express using the equity method of accounting. Thus, at the beginning of the third quarter of 2010, the Company commenced accounting for its investment in Express using the cost method of accounting. As a result of the accounting change, the Company ceased recording equity income (loss) from Express in Other Income on the Consolidated Statement of Income and the Company also began recognizing 100% of gross merchandise sourcing revenue from Express.

2011

In April 2011, the Company sold a portion of its remaining shares of common stock in Express in an Express secondary offering, which reduced the Company’s ownership in Express to 8%. A gain was recognized upon the disposition of the shares. In April 2011, the Company also formally renounced its rights to its Express Board of Directors’ seat. As a result, the Company commenced accounting for its investment in Express using the available-for-sale method of accounting in the first quarter of 2011.

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In July 2011, the Company contributed all of its remaining shares of common stock in Express to The Limited Brands Foundation. For additional information, see Note 7, “Equity Investments and Other.”

Limited Stores

Through June 9, 2010, the Company had a 25% ownership interest in Limited Stores. The Company accounted for this investment under the equity method of accounting and eliminated in consolidation 25% of gross merchandise sourcing revenue to Limited Stores equal to the Company’s ownership percentage. On June 10, 2010, the Company divested its remaining 25% ownership percentage in Limited Stores and resigned its seat on Limited Stores’ Board of Directors. Beginning June 10, 2010, the Company ceased recording equity income (loss) from Limited Stores and also began recognizing 100% of gross merchandise sourcing revenue to Limited Stores.

Interim Financial Statements

The Consolidated Financial Statements as of and for the quarter ended July 30, 2011 and July 31, 2010 are unaudited and are presented pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in the Company’s 2010 Annual Report on Form 10-K.

In the opinion of management, the accompanying Consolidated Financial Statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods.

Seasonality of Business

Due to seasonal variations in the retail industry, the results of operations for any interim period are not necessarily indicative of the results expected for the full fiscal year.

Concentration of Credit Risk

The Company maintains cash and cash equivalents with various major financial institutions. Currently, the Company’s investment portfolio is comprised of U.S. and Canadian government obligations and AAA-rated money market funds, bank time deposits and highly rated commercial paper.

The Company monitors the relative credit standing of financial institutions and other entities with whom the Company transacts and limits the amount of credit exposure with any one entity. The Company also monitors the creditworthiness of entities to which the Company grants credit terms in the normal course of business and counterparties to derivative instruments.

2. New Accounting Pronouncements

Other Comprehensive Income

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) ASU 2011-05, Presentation of Comprehensive Income, which amends ASC 220, Comprehensive Income. This guidance eliminates the option to present the components of other comprehensive income as a part of the statement of shareholders’ equity and requires other comprehensive income to be presented as part of a single continuous statement of comprehensive income or in a statement of other comprehensive income immediately following the statement of income. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income. This guidance will be effective beginning in fiscal year 2012 and must be retrospectively applied to all reporting periods presented. The FASB has permitted early adoption. ASU 2011-05 will not have an impact on the Company’s consolidated results of operations, financial position or cash flows.

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3. Earnings Per Share and Shareholders’ Equity

Earnings Per Share

Earnings per basic share are computed based on the weighted-average number of outstanding common shares. Earnings per diluted share include the weighted-average effect of dilutive options and restricted stock on the weighted-average shares outstanding.

The following table provides shares utilized for the calculation of basic and diluted earnings per share for the second quarter and year-to-date of 2011 and 2010:

	Second Quarter						Year-to-Date
	2011			2010			2011			2010
	(in millions)
Weighted-average Common Shares:
Issued Shares		334			326			332			324
Treasury Shares		(29	)		(1	)		(21	)		0
Basic Shares		305			325			311			324
Effect of Dilutive Options and Restricted Stock		10			9			10			9
Diluted Shares		315			334			321			333
Anti-dilutive Options and Awards (a)		1			3			1			3

(a) These options and awards were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

Shareholders’ Equity

Share Repurchases

Under the authority of the Company’s Board of Directors, the Company repurchased shares of its common stock under the following repurchase programs during year-to-date 2011 and 2010:

	Amount		Shares Repurchased				Amount Repurchased
Repurchase Program	Authorized		2011		2010		2011		2010
	(in millions)		(in thousands)				(in millions)
May 2011 (a)	$	500		7,750		NA	$	296	$	0
March 2011		500		13,695		NA		500		0
November 2010 (b)		200		3,431		NA		109		0
March 2010 (c)		200		NA		2,817		0		68
Total Shares Repurchased				24,876		2,817	$	905	$	68

(a) The May 2011 repurchase program had $204 million remaining as of July 30, 2011.

(b) The November 2010 repurchase program had $31 million remaining at the time it was cancelled in conjunction with the approval of the March 2011 repurchase program.

(c) The March 2010 repurchase program had $53 million remaining at the time it was cancelled in conjunction with the approval of the November 2010 repurchase program.

NA Not applicable

For the May 2011 repurchase program, $15 million of share repurchases were reflected in Accounts Payable on the July 30, 2011 Consolidated Balance Sheet and were settled in August 2011.

Subsequent to July 30, 2011, the Company repurchased an additional 3 million shares of common stock for $113 million under the May 2011 repurchase program.

Dividends

In March 2010, the Company’s Board of Directors declared a special dividend of $1 per share. The special dividend, totaling $325 million, was distributed on April 19, 2010 to shareholders of record at the close of business on April 5, 2010. In accordance with the

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anti-dilutive provisions of the 1993 Stock Option and Performance Incentive Plan, the Company adjusted both the exercise price and the number of share-based awards outstanding as of the record date of the special dividend. The aggregate fair value, the aggregate intrinsic value and the ratio of the exercise price to the market price were approximately equal immediately before and after the adjustment. Therefore, no compensation expense was recognized.

In January 2011, the Company’s Board of Directors declared its first quarter 2011 common stock dividend of $0.20 per share. The dividend totaling $64 million was paid on March 11, 2011. This is a $0.05 increase from the Company’s previous quarterly dividends.

In May 2011, the Company’s Board of Directors declared a special dividend of $1 per share. The special dividend, totaling $304 million, was distributed on July 1, 2011 to shareholders of record at the close of business on June 17, 2011. Consistent with the March 2010 special dividend, the Company adjusted both the exercise price and the number of share-based awards outstanding as of the record date.

4. Inventories

The following table provides details of inventories as of July 30, 2011, January 29, 2011 and July 31, 2010:

	July 30, 2011		January 29, 2011		July 31, 2010
	(in millions)
Finished Goods Merchandise	$	999	$	956	$	984
Raw Materials and Merchandise Components		105		76		99
Total Inventories	$	1,104	$	1,032	$	1,083

Inventories are principally valued at the lower of cost, as determined by the weighted-average cost method, or market.

5. Property and Equipment, Net

The following table provides details of property and equipment, net as of July 30, 2011, January 29, 2011 and July 31, 2010:

	July 30, 2011			January 29, 2011			July 31, 2010
	(in millions)
Property and Equipment, at Cost	$	4,227		$	4,183		$	4,082
Accumulated Depreciation and Amortization		(2,644	)		(2,573	)		(2,441	)
Property and Equipment, Net	$	1,583		$	1,610		$	1,641

Depreciation expense was $97 million and $96 million for the second quarter of 2011 and 2010, respectively. Depreciation expense was $194 million and $191 million for year-to-date 2011 and 2010, respectively.

6. Goodwill, Trade Names and Other Intangible Assets, Net

Goodwill

The following table provides the rollforward of goodwill for year-to-date 2011:

	Victoria’s Secret (a)		Bath & Body Works		Total
	(in millions)
Balance as of January 29, 2011	$	823	$	628	$	1,451
Foreign Currency Translation		6		0		6
Balance as of July 30, 2011	$	829	$	628	$	1,457

(a) Balance is presented net of a $189 million La Senza impairment recognized in the fourth quarter of 2008.

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The following table provides the rollforward of goodwill for year-to-date 2010:

	Victoria’s Secret (a)		Bath & Body  Works		Total
	(in millions)
Balance as of January 30, 2010	$	814	$	628	$	1,442
Foreign Currency Translation		5		0		5
Balance as of July 31, 2010	$	819	$	628	$	1,447

(a) Balance is presented net of a $189 million La Senza impairment recognized in the fourth quarter of 2008.

Intangible Assets – Indefinite Lives

Intangible assets with indefinite lives represent the Victoria’s Secret, Bath & Body Works and La Senza trade names. These assets totaled $584 million as of July 30, 2011, $576 million as of January 29, 2011 and $571 million as of July 31, 2010 and are included in Trade Names and Other Intangible Assets, Net on the Consolidated Balance Sheets.

Intangible Assets – Finite Lives

Intangible assets with finite lives represent intellectual property, certain trademarks, licensing agreements, customer relationships and favorable operating leases. These assets totaled $14 million as of July 30, 2011, $16 million as of January 29, 2011 and $25 million as of July 31, 2010 and are included in Trade Names and Other Intangible Assets, Net on the Consolidated Balance Sheets. Amortization expense was $1 million and $1 million for the second quarter of 2011 and 2010, respectively. Amortization expense was $2 million and $3 million for year-to-date 2011 and 2010, respectively. Estimated future annual amortization expense will be approximately $2 million for the remainder of 2011, $4 million in 2012, $3 million in both 2013 and 2014 and $2 million in 2015.

7. Equity Investments and Other

Express

In July 2007, the Company completed the divestiture of 75% of its ownership interest in Express. In conjunction with the transaction, the Company and Express entered into transition services agreements whereby the Company provided support to Express in various operational areas including logistics, technology and merchandise sourcing. The terms of these transition services arrangements varied and ranged from three months to three years.

In October 2009, the Company entered into new agreements with Express whereby the Company will continue to provide logistics services and lease office space. The Company also continues to provide sourcing services to Express.

The Company recognized merchandise sourcing revenue from Express of $108 million and $81 million in the second quarter of 2011 and 2010, respectively. The Company recognized merchandise sourcing revenue from Express of $192 million and $145 million in year-to-date 2011 and 2010, respectively. The 2010 amounts are net of the elimination of merchandise sourcing revenue equal to the Company’s ownership percentage. The Company’s accounts receivable from Express for merchandise sourcing and other services provided totaled $78 million as of July 30, 2011, $74 million as of January 29, 2011 and $85 million as of July 31, 2010.

In March 2010, Express completed a cash distribution to its owners and the Company received $57 million. The Company’s portion representing a return on capital was $8 million and is included in Other Assets and Liabilities within the Operating Activities section of the 2010 Consolidated Statement of Cash Flows. The remaining portion representing a return of capital was $49 million and is included in Return of Capital from Express within the Investing Activities section of the 2010 Consolidated Statement of Cash Flows. The proceeds received from the cash distribution were in excess of the Company’s carrying value of the investment in Express. As a result, the carrying value was reduced to zero as of the date of the cash distribution and a pre-tax gain of approximately $49 million was recorded. The pre-tax gain is included in Other Income on the year-to-date 2010 Consolidated Statement of Income.

On May 13, 2010, Express completed an IPO and the Company sold 1.3 million shares of its common stock in Express for $20 million. As a result, the Company’s ownership interest was diluted from 25% to 18% and the carrying value of the Company’s remaining investment was increased to reflect the proportional impact of the IPO. As a result of these events, the Company recognized a pre-tax gain of $52 million, which is included in Other Income on the 2010 Consolidated Statements of Income.

Based on the Company’s reduced ownership in Express, the resulting loss of contractual rights and the resignation of the Company’s seats on Express’ Board of Directors in August 2010, the Company concluded that it was no longer appropriate to account for its investment in Express using the equity method of accounting. Thus, at the beginning of the third quarter of 2010, the Company commenced accounting for its investment in Express using the cost method of accounting because the Company’s shares of Express’ common stock were subject to certain market and contractual restrictions. As a result of the accounting change, the Company ceased recording equity income (loss) from Express in Other Income on the Consolidated Statement of Income and the Company also began recognizing 100% of gross merchandise sourcing revenue to Express.

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On December 15, 2010, Express completed a secondary offering and the Company sold an additional 3.6 million shares of its common stock in Express for $52 million. As a result, the Company’s ownership interest was reduced from 18% to 14% and the Company recognized a pre-tax gain of $45 million. Express also completed a cash dividend to its owners in December 2010 and the Company received $7 million. As a result of the dividend, the Company recognized a pre-tax gain of $7 million.

On April 12, 2011, the Company sold 5.5 million shares of its common stock in Express for $99 million. As a result, the Company’s ownership interest was reduced from 14% to 8% and the Company recognized a pre-tax gain of $86 million, which is included in Other Income on the year-to-date 2011 Consolidated Statement of Income. On April 21, 2011, the Company also formally renounced its rights to its Express Board of Directors’ seat. As a result, the Company commenced accounting for its investment in Express using the available-for-sale method of accounting in the first quarter of 2011.

In July 2011, the Company contributed all of its remaining 7.2 million shares of Express to The Limited Brands Foundation. This charitable contribution funded the Company’s April 2011 $50 million pledge to The Limited Brands Foundation and provided additional funding for their charitable activities. As a result, the Company recognized contribution expense in the second quarter of 2011 of $113 million equal to the difference between the market value of the Express shares on the date of the contribution and the amount of the pledge made in the first quarter of 2011. These amounts are included in General, Administrative and Store Operating Expenses on the 2011 Consolidated Statements of Income. The Company also recognized a non-taxable gain of $147 million representing the difference between the market value of the Express shares on the date of the contribution and the Company’s net carrying value. The gain is included in Other Income on the 2011 Consolidated Statements of Income.

The Company’s investment carrying value under the cost method of accounting was $29 million as of January 29, 2011. The Company’s investment carrying value under the equity method of accounting was $37 million as of July 31, 2010. These amounts are included in Other Assets on the 2010 Consolidated Balance Sheets.

Limited Stores

In August 2007, the Company completed the divestiture of 75% of its ownership interest in Limited Stores. In conjunction with the transaction, the Company and Limited Stores entered into transition services agreements whereby the Company provided support to Limited Stores in various operational areas including logistics, technology and merchandise sourcing. The terms of these transition services arrangements varied and ranged from three months to three years.

In June 2010, the Company entered into a new agreement with Limited Stores whereby the Company will continue to provide logistics services. The Company also continues to provide merchandise sourcing services to Limited Stores.

The Company recognized merchandise sourcing revenue from Limited Stores of $27 million and $19 million in the second quarter of 2011 and 2010, respectively. The Company recognized merchandise sourcing revenue from Limited Stores of $52 million and $34 million in year-to-date 2011 and 2010, respectively. These amounts are net of the elimination of merchandise sourcing revenue equal to the Company’s ownership percentage. The Company’s accounts receivable from Limited Stores for merchandise sourcing and other services provided totaled $17 million as of July 30, 2011, $9 million as of January 29, 2011 and $13 million as of July 31, 2010.

In February 2010, Limited Stores completed a cash distribution to its owners and the Company received $7 million. The proceeds received from the cash dividend reduced the Company’s carrying value of the investment in Limited Stores. The distribution represented a return of capital and is included in Return of Capital from Limited Stores within the Investing Activities section on the 2010 Consolidated Statement of Cash Flows.

In June 2010, the Company completed the divestiture of its remaining 25% ownership interest in Limited Stores and resigned its seat on Limited Stores’ Board of Directors. The Company received pre-tax net cash proceeds of $32 million from the divestiture. The Company recorded a pre-tax gain on the divestiture of $20 million ($42 million net of related tax benefits). The Company ceased recording equity income (loss) from Limited Stores in Other Income on the Consolidated Statement of Income. The Company also began recognizing 100% of gross merchandise sourcing revenue to Limited Stores following the divestiture.

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Easton Investment

The Company has land and other investments in Easton, a 1,300 acre planned community in Columbus, Ohio that integrates office, hotel, retail, residential and recreational space. These investments, at cost, totaled $68 million as of July 30, 2011, $69 million as of January 29, 2011 and $68 million as of July 31, 2010 and are recorded in Other Assets on the Consolidated Balance Sheets.

Included in the Company’s Easton investments is an equity interest in Easton Town Center, LLC (“ETC”), an entity that owns and has developed a commercial entertainment and shopping center. The Company’s investment in ETC is accounted for using the equity method of accounting. The Company has a majority financial interest in ETC, but another unaffiliated member manages ETC. Certain significant decisions regarding ETC require the consent of unaffiliated members in addition to the Company.

8. Income Taxes

The provision for income taxes is based on the current estimate of the annual effective tax rate and is adjusted as necessary for quarterly events. The Company’s quarterly effective tax rate does not reflect a benefit associated with losses related to certain foreign subsidiaries.

For the second quarter of 2011 and year-to-date 2011, the Company’s effective tax rates were 16.2% and 24.5%, respectively. The 2011 rates were lower than the Company’s combined estimated federal and state rate of 38.5% primarily due to tax benefits associated with the Company’s charitable contribution of Express shares to The Limited Brands Foundation.

For the second quarter of 2010 and year-to-date 2010, the Company’s effective tax rates were 26.8% and 32.4%, respectively. The 2010 rates were lower than the Company’s combined estimated federal and state rate of 38.5% primarily due to the divestiture of its remaining 25% ownership in Limited Stores, which resulted in the recognition of the capital loss associated with the 2007 divestiture of 75% of its ownership in Limited Stores.

Income taxes paid were approximately $138 million and $99 million for the second quarter of 2011 and 2010, respectively. Income taxes paid approximated $353 million and $268 million for year-to-date 2011 and 2010, respectively.

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9. Long-term Debt

The following table provides the Company’s long-term debt balance as of July 30, 2011, January 29, 2011 and July 31, 2010:

	July 30, 2011		January 29, 2011		July 31, 2010
	(in millions)
Senior Secured Debt
5.30% Mortgage due August 2010	$	0	$	0	$	2
Senior Unsecured Debt with Subsidiary Guarantee
$1 billion, 6.625% Fixed Interest Rate Notes due April 2021 (“2021 Notes”)	$	1,000	$	0	$	0
$500 million, 8.50% Fixed Interest Rate Notes due June 2019, Less Unamortized Discount (“2019 Notes”)		487		486		485
$400 million, 7.00% Fixed Interest Rate Notes due May 2020 (“2020 Notes”)		400		400		400
Total Senior Unsecured Debt with Subsidiary Guarantee	$	1,887	$	886	$	885
Senior Unsecured Debt
$700 million, 6.90% Fixed Interest Rate Notes due July 2017, Less Unamortized Discount (“2017 Notes”)(a)	$	711	$	699	$	703
$350 million, 6.95% Fixed Interest Rate Debentures due March 2033, Less Unamortized Discount (“2033 Notes”)		350		350		350
$300 million, 7.60% Fixed Interest Rate Notes due July 2037, Less Unamortized Discount (“2037 Notes”)		299		299		299
5.25% Fixed Interest Rate Notes due November 2014, Less Unamortized Discount (“2014 Notes”)(b)		219		215		237
6.125% Fixed Interest Rate Notes due December 2012, Less Unamortized Discount (“2012 Notes”)(c)		58		58		58
Total Senior Unsecured Debt	$	1,637	$	1,621	$	1,647
Total	$	3,524	$	2,507	$	2,534
Current Portion of Long-term Debt		0		0		(2	)
Total Long-term Debt, Net of Current Portion	$	3,524	$	2,507	$	2,532

(a) The balance includes a fair value interest rate hedge adjustment which increased the debt balance by $12 million as of July 30, 2011, $0 million as of January 29, 2011 and $4 million as of July 31, 2010.

(b) The principal balance outstanding was $213 million as of both July 30, 2011 and January 29, 2011 and $234 million as of July 31, 2010. The balances include a fair value interest rate hedge adjustment which increased the debt balance by $7 million as of July 30, 2011, $2 million as of January 29, 2011 and $4 million as of July 31, 2010.

(c) The principal balance outstanding was $57 million as of both July 30, 2011 and January 29, 2011 and $58 million as of July 31, 2010. The balances included a fair value interest rate hedge adjustment which increased the debt balance by $1 million as of July 30, 2011, January 29, 2011 and July 31, 2010.

Issuance of Notes

2011

In March 2011, the Company issued $1 billion of 6.625% notes due in April 2021 utilizing an existing shelf registration under which debt securities, common and preferred stock and other securities can be issued. The 2021 Notes are jointly and severally guaranteed on a full and unconditional basis by the guarantors. The net proceeds from the issuance were $981 million, which included transaction costs of $19 million. These transaction costs are being amortized through the maturity date of April 2021 and are included within Other Assets on the July 30, 2011 Consolidated Balance Sheet.

2010

In May 2010, the Company issued $400 million of 7.00% notes due in May 2020 utilizing an existing shelf registration under which debt securities, common and preferred stock and other securities can be issued. The 2020 Notes are jointly and severally guaranteed on a full and unconditional basis by the guarantors. The net proceeds from the issuance were $390 million, which included transaction costs of $10 million. These transaction costs are being amortized through the maturity date of May 2020 and are included within Other Assets on the July 30, 2011, January 29, 2011 and July 31, 2010 Consolidated Balance Sheets.

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Repurchase of Notes

In May 2010, the Company used a portion of the proceeds from the 2020 Notes to repurchase $134 million of the Company’s 2012 Notes for $144 million. The Company used the remaining portion of the proceeds from the 2020 Notes to repurchase $266 million of the 2014 Notes for $277 million. The loss on extinguishment of this debt was $25 million and is included in Other Income (Loss) on the 2010 Consolidated Statements of Income.

In August 2010, the Company repurchased $20 million and $1 million of 2014 Notes and 2012 Notes, respectively, through open-market transactions.

Revolving Facility

On July 15, 2011, the Company entered into an amendment and restatement (“Amendment”) of its secured revolving credit facility (“Revolving Facility”). The Amendment increased the aggregate amount of the commitments of the lenders under the Revolving Facility from $800 million to $1 billion and extended the termination date from August 1, 2014 to July 15, 2016. In addition, the Amendment reduced fees payable under the Revolving Facility which are based on the Company’s long-term credit ratings. The fees related to committed and unutilized amounts per year were reduced from 0.50% to 0.325% and the fees related to outstanding letters of credit were reduced from 3.00% to 1.75%. In addition, the interest rate on outstanding borrowings was reduced from the London Interbank Offered Rate (“LIBOR”) plus 3.00% to LIBOR plus 1.75%.

The Company incurred fees related to the Amendment of the Revolving Facility of $7 million, which were capitalized and are being amortized over the remaining term of the Revolving Facility.

The Revolving Facility contains fixed charge coverage and debt to EBITDA financial covenants. The Company is required to maintain a fixed charge coverage ratio of not less than 1.75 to 1.00 and a consolidated debt to consolidated EBITDA ratio not exceeding 4.00 to 1.00 for the most recent four-quarter period. In addition, the Revolving Facility provides that investments and restricted payments may be made, without limitation on amount, if (a) at the time of and after giving effect to such investment or restricted payment the ratio of consolidated debt to consolidated EBITDA for the most recent four-quarter period is less than 3.00 to 1.00 and (b) no default or event of default exists. As of July 30, 2011, the Company was in compliance with both of its financial covenants and the ratio of consolidated debt to consolidated EBITDA was less than 3.00 to 1.00.

As of July 30, 2011, there were no borrowings outstanding under the Revolving Facility.

Letters of Credit

The Revolving Facility supports the Company’s letter of credit program. The Company had $30 million of outstanding letters of credit as of July 30, 2011 that reduce its remaining availability under its credit agreements.

Term Loan and Participating Interest Rate Swap Arrangements

In March 2010, the Company prepaid $200 million of a term loan. In conjunction with the term loan prepayment, the Company terminated participating interest rate swap arrangements totaling $200 million. For additional information, see Note 10, “Derivative Instruments.”

Fair Value Interest Rate Swap Arrangements

For information related to the Company’s fair value interest rate swap arrangements, see Note 10, “Derivative Instruments.”

10. Derivative Instruments

Foreign Exchange Risk

In January 2007, the Company entered into a series of cross-currency swaps related to approximately $470 million of Canadian dollar denominated intercompany loans. These cross-currency swaps mitigate the exposure to fluctuations in the U.S. dollar-Canadian dollar exchange rate related to the Company’s La Senza operations. The cross-currency swaps require the periodic exchange of fixed rate Canadian dollar interest payments for fixed rate U.S. dollar interest payments as well as exchange of Canadian dollar and U.S. dollar principal payments upon maturity. The cross-currency swaps mature between 2015 and 2018 at the same time as the related loans and are designated as cash flow hedges of foreign currency exchange risk. Changes in the U.S. dollar-Canadian dollar exchange rate and the related swap settlements result in reclassification of amounts from accumulated other comprehensive income (loss) to earnings to completely offset foreign currency transaction gains and losses recognized on the intercompany loans.

14

The following table provides a summary of the fair value and balance sheet classification of the derivative financial instruments designated as foreign exchange cash flow hedges as of July 30, 2011, January 29, 2011 and July 31, 2010:

	July 30, 2011		January 29, 2011		July 31, 2010
	(in millions)
Other Long-term Liabilities	$	83	$	57	$	34

The following table provides a summary of the pre-tax financial statement effect of the gains and losses on the Company’s derivative instruments designated as foreign exchange cash flow hedges for the second quarter and year-to-date 2011 and 2010:

		Second Quarter						Year-to-Date
	Location	2011			2010			2011			2010
		(in millions)
Gain (Loss) Recognized in Other Comprehensive Income (Loss)	Other Comprehensive Income (Loss)	$	2		$	13		$	(26	)	$	0
(Gain) Loss Reclassified from Accumulated Other Comprehensive Income (Loss) into Other Income (Loss) (a)	Other Income (Loss)		(5	)		(5	)		23			18

(a) Represents reclassification of amounts from accumulated other comprehensive income (loss) to earnings to completely offset foreign currency transaction gains and losses recognized on the intercompany loans. No ineffectiveness was associated with these foreign exchange cash flow hedges.

Interest Rate Risk

Interest Rate Designated Cash Flow Hedges

In March 2010, the Company prepaid a $200 million term loan. In conjunction with the term loan pre-payment, the Company terminated participating interest rate swap arrangements totaling $200 million resulting in a realized loss of $10 million. This realized loss was expensed in Interest Expense on the year-to-date 2010 Consolidated Statement of Income as there are no future cash flows associated with these terminated swap arrangements.

Interest Rate Designated Fair Value Hedges

In June 2010, the Company entered into multiple interest rate swap arrangements related to all of the outstanding 2012 Notes, all of the outstanding 2014 Notes and $175 million of the outstanding 2017 Notes. The interest rate swap arrangements effectively convert the fixed interest rate on the related debt to a variable interest rate based on a LIBOR plus a fixed interest rate.

The swap arrangements are designated as fair value hedges. The changes in the fair value of the interest rate swaps have an equal and offsetting impact to the carrying value of the debt on the balance sheet. The differential to be paid or received on the interest rate swap arrangements is accrued and recognized as an adjustment to interest expense.

In August 2010, the Company terminated interest rate designated fair value hedges with a notional amount of $21 million in conjunction with the repurchase of $20 million and $1 million of 2014 Notes and 2012 Notes, respectively.

In January 2011, the Company entered into multiple fair value interest rate swap arrangements to effectively convert an additional $150 million of the outstanding 2017 Notes from a fixed interest rate to a variable interest rate.

In July 2011, the Company terminated interest rate designated fair value hedges related to the 2012 Notes with a notional amount of $57 million. In settlement of these hedges, the Company received $1 million. The settlement amount was equal to the fair value adjustment to the 2012 Notes and is being amortized in interest expense through the maturity date of the 2012 Notes.

Subsequent to July 30, 2011, the Company terminated interest rate designated fair value hedges related to the 2014 Notes with a notional amount of $213 million. In settlement of these hedges, the Company received $10 million. The settlement amount was equal to the fair value adjustment to the 2014 Notes and will be amortized in interest expense through the maturity date of the 2014 Notes.

15

The following table provides a summary of the fair value and balance sheet classification of the derivative financial instruments designated as interest rate fair value hedges as of July 30, 2011, January 29, 2011, and July 31, 2010:

	July 30, 2011		January 29, 2011		July 31, 2010
	(in millions)
Other Assets	$	19	$	3	$	9

11. Fair Value Measurements

The following table provides a summary of the carrying value and fair value of long-term debt as of July 30, 2011, January 29, 2011 and July 31, 2010:

	July 30, 2011		January 29, 2011		July 31, 2010
	(in millions)
Carrying Value	$	3,524	$	2,507	$	2,534
Fair Value (a)		3,704		2,638		2,583

(a) The estimated fair value of the Company’s publicly traded debt is based on quoted market prices. The estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

The authoritative guidance included in ASC Topic 820, Fair Value Measurements and Disclosure, establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

• Level 1 – Quoted market prices in active markets for identical assets or liabilities.

• Level 2 – Observable inputs other than quoted market prices included in Level 1, such as quoted prices of similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

• Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

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The following table provides a summary of assets and liabilities measured in the consolidated financial statements at fair value on a recurring basis as of July 30, 2011, January 29, 2011 and July 31, 2010:

	Level 1		Level 2		Level 3		Total
	(in millions)
As of July 30, 2011
Assets:
Cash and Cash Equivalents	$	1,035	$	0	$	0	$	1,035
Interest Rate Designated Fair Value Hedges		0		19		0		19
Liabilities:
Cross-currency Cash Flow Hedges		0		83		0		83
Lease Guarantees		0		0		5		5
As of January 29, 2011
Assets:
Cash and Cash Equivalents	$	1,130	$	0	$	0	$	1,130
Interest Rate Designated Fair Value Hedges		0		3		0		3
Liabilities:
Cross-currency Cash Flow Hedges		0		57		0		57
Lease Guarantees		0		0		6		6
As of July 31, 2010
Assets:
Cash and Cash Equivalents	$	1,300	$	0	$	0	$	1,300
Interest Rate Designated Fair Value Hedges		0		9		0		9
Liabilities:
Cross-currency Cash Flow Hedges		0		34		0		34
Lease Guarantees		0		0		7		7

The Company’s Level 2 fair value measurements are measured using market approach valuation techniques. The primary inputs to these techniques include benchmark interest rates and foreign currency exchange rates, as applicable to the underlying instruments.

The Company’s Level 3 fair value measurements are measured using income approach valuation techniques. The primary inputs to these techniques include the guaranteed lease payments, discount rates as well as the Company’s assessment of the risk of default on guaranteed leases.

Management believes that the carrying values of accounts receivable, accounts payable and accrued expenses approximate fair value because of their short maturity.

The following table provides a reconciliation of the Company’s lease guarantees measured at fair value on a recurring basis using unobservable inputs (Level 3) for second quarter and year-to-date 2011 and 2010:

	Second Quarter						Year-to-Date
	2011			2010			2011			2010
	(in millions)
Beginning Balance	$	6		$	8		$	6		$	9
Change in Estimated Fair Value Reported in Earnings		(1	)		(1	)		(1	)		(2	)
Ending Balance	$	5		$	7		$	5		$	7

The Company’s lease guarantees include minimum rent and additional payments covering taxes, common area costs and certain other expenses and relate to leases that commenced prior to the disposition of certain businesses. The fair value of these lease guarantees is impacted by economic conditions, probability of rent obligation payments, period of obligation as well as the discount rate utilized. For additional information, see Note 13, “Commitments and Contingencies.”

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12. Comprehensive Income (Loss)

The following table provides detail for other comprehensive income (loss) for second quarter and year-to-date 2011 and 2010:

	Second Quarter						Year-to-Date
	2011			2010			2011			2010
	(in millions)
Net Income	$	231		$	178		$	396		$	291
Other Comprehensive Income (Loss):
Foreign Currency Translation		1			2			(1	)		0
Unrealized Gain (Loss) on Cash Flow Hedges		2			13			(26	)		0
Reclassification of Cash Flow Hedges to Earnings		(5	)		(5	)		24			25
Total Comprehensive Income	$	229		$	188		$	393		$	316

The following table provides additional detail regarding the composition of accumulated other comprehensive income (loss) as of July 30, 2011, January 29, 2011 and July 31, 2010:

	July 30, 2011			January 29, 2011			July 31, 2010
	(in millions)
Foreign Currency Translation	$	(9	)	$	(7	)	$	(6	)
Cash Flow Hedges		7			8			15
Total Accumulated Other Comprehensive Income (Loss)	$	(2	)	$	1		$	9

The components of other comprehensive income (loss) and accumulated other comprehensive income (loss) above are presented net of tax as applicable.

13. Commitments and Contingencies

The Company is subject to various claims and contingencies related to lawsuits, taxes, insurance, regulatory and other matters arising out of the normal course of business. Actions filed against the Company from time to time include commercial, tort, intellectual property, customer, employment, data privacy, securities and other claims, including purported class action lawsuits. Management believes that the ultimate liability arising from such claims and contingencies, if any, is not likely to have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

In April 2011, the Company made a pledge of $50 million to The Limited Brands Foundation. In July 2011, the Company contributed all of its remaining 7.2 million shares of Express to The Limited Brands Foundation which fulfilled the $50 million pledge and provided additional funding for their charitable activities. For additional information, see Note 7, “Equity Investments and Other.”

Guarantees

In connection with the disposition of certain businesses, the Company has remaining guarantees of approximately $82 million related to lease payments of Express, Limited Stores, Abercrombie & Fitch, Dick’s Sporting Goods (formerly Galyan’s), Lane Bryant, New York & Company and Anne.x under the current terms of noncancelable leases expiring at various dates through 2017. These guarantees include minimum rent and additional payments covering taxes, common area costs and certain other expenses and relate to leases that commenced prior to the disposition of the businesses. In certain instances, the Company’s guarantee may remain in effect if the term of a lease is extended.

The Company’s guarantees related to Express, Limited Stores and New York & Company require fair value accounting in accordance with generally accepted accounting principles (“U.S. GAAP”) in effect at the time of these divestitures. The guaranteed lease payments related to Express, Limited Stores and New York & Company totaled $57 million as of July 30, 2011, $65 million as of January 29, 2011 and $75 million as of July 31, 2010. The estimated fair value of these guarantee obligations was $5 million as of July 30, 2011, $6 million as of January 29, 2011 and $7 million as of July 31, 2010, and is included in Other Long-term Liabilities on the Consolidated Balance Sheets.

The Company’s guarantees related to Abercrombie & Fitch, Dick’s Sporting Goods (formerly Galyan’s), Lane Bryant and Anne.x are not subject to fair value accounting, but require that a loss be accrued when probable and reasonably estimable based on U.S. GAAP in effect at the time of these divestitures. The Company had no liability recorded with respect to any of the guarantee obligations as it concluded that payments under these guarantees were not probable as of July 30, 2011, January 29, 2011 and July 31, 2010.

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14. Retirement Benefits

The Company sponsors a tax-qualified defined contribution retirement plan and a non-qualified supplemental retirement plan for substantially all of its associates within the United States of America. Participation in the tax-qualified plan is available to associates who meet certain age and service requirements. Participation in the non-qualified plan is made available to associates who meet certain age, service, job level and compensation requirements.

The qualified plan permits participating associates to elect contributions up to the maximum limits allowable under the Internal Revenue Code. The Company matches associate contributions according to a predetermined formula and contributes additional amounts based on a percentage of the associates’ eligible annual compensation and years of service. Associate contributions and Company matching contributions vest immediately. Additional Company contributions and the related investment earnings are subject to vesting based on years of service. Total expense recognized related to the qualified plan was $13 million and $12 million for the second quarter of 2011 and 2010, respectively. Total expense recognized related to the qualified plan was $27 million and $25 million for year-to-date 2011 and 2010, respectively.

The non-qualified plan is an unfunded plan which provides benefits beyond the Internal Revenue Code limits for qualified defined contribution plans. The plan permits participating associates to elect contributions up to a maximum percentage of eligible compensation. The Company matches associate contributions according to a predetermined formula and contributes additional amounts based on a percentage of the associates’ eligible compensation and years of service. The plan also permits participating associates to defer additional compensation up to a maximum amount which the Company does not match. Associates’ accounts are credited with interest using a rate determined by the Company. Associate contributions and the related interest vest immediately. Company contributions, along with related interest, are subject to vesting based on years of service. Associates may elect in-service distributions for the unmatched additional deferred compensation component only. The remaining vested portion of associates’ accounts in the plan will be distributed upon termination of employment in either a lump sum or in annual installments over a specified period of up to 10 years. Total expense recognized related to the non-qualified plan was $6 million for both the second quarter of 2011 and 2010. Total expense recognized related to the non-qualified plan was $12 million for both year-to-date 2011 and 2010.

15. Segment Information

The Company has two reportable segments: Victoria’s Secret and Bath & Body Works.

The Victoria’s Secret segment sells women’s intimate and other apparel, personal care and beauty products and accessories under the Victoria’s Secret, Victoria’s Secret Pink and La Senza brand names. Victoria’s Secret merchandise is sold through retail stores, its website, www.VictoriasSecret.com, and its catalogue. Through its website and catalogue, certain Victoria’s Secret’s merchandise may be purchased worldwide. La Senza sells merchandise through retail stores located throughout Canada and stores with licensing arrangements or franchise relationships in 43 other countries. La Senza products may also be purchased through its website, www.LaSenza.com.

The Bath & Body Works segment sells personal care, beauty and home fragrance products. Bath & Body Works merchandise is sold at retail stores and through its website, www.bathandbodyworks.com.

Other consists of the following:

• International retail, franchise, license and wholesale operations (excluding La Senza), which include the Company’s Bath & Body Works and Victoria’s Secret stores in Canada;

• Henri Bendel, a chain of specialty stores which feature accessories and personal care products;

• Mast Global, a merchandise sourcing and production function serving the Company’s internal brands as well as third-party customers; and

• Corporate functions including non-core real estate, equity investments and other governance functions such as treasury and tax.

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The following table provides the Company’s segment information for second quarter and year-to-date 2011 and 2010:

	Victoria’s Secret		Bath & Body  Works		Other			Total
	(in millions)
2011
Second Quarter:
Net Sales	$	1,571	$	563	$	324		$	2,458
Operating Income (Loss) (a)		239		70		(115	)		194
Year-to-Date:
Net Sales	$	3,014	$	1,043	$	618		$	4,675
Operating Income (Loss) (b)		479		124		(193	)		410
2010
Second Quarter:
Net Sales	$	1,448	$	537	$	257		$	2,242
Operating Income (Loss)		192		64		(20	)		236
Year-to-Date:
Net Sales	$	2,712	$	967	$	495		$	4,174
Operating Income (Loss)		359		102		(40	)		421

(a) Other includes $113 million of expense associated with the charitable contribution to The Limited Brands Foundation. For additional information, see Note 7, “Equity Investments.”

(b) Other includes $163 million of expense associated with the charitable contribution to The Limited Brands Foundation. For additional information, see Note 7, “Equity Investments.”

The Company’s international sales, including direct sales shipped internationally, totaled $245 million and $175 million for second quarter of 2011 and 2010, respectively. The Company’s international sales totaled $435 million and $321 million for year-to-date 2011 and 2010, respectively.

16. Subsequent Events

Subsequent to July 30, 2011, the Company terminated interest rate designated fair value hedges related to the 2014 Notes with a notional amount of $213 million. In settlement of these hedges, the Company received $10 million. For additional information, see Note 10, “Derivative Instruments.”

17. Supplemental Guarantor Financial Information

The Company’s 2019 Notes, 2020 Notes and 2021 Notes are jointly and severally guaranteed on a full and unconditional basis by certain of the Company’s wholly owned subsidiaries. The Company is a holding company and its most significant assets are the stock of its subsidiaries. The guarantors represent (a) substantially all of the sales of the Company’s domestic subsidiaries, (b) more than 90% of the assets owned by the Company’s domestic subsidiaries, other than real property, certain other assets and intercompany investments and balances and (c) more than 95% of the accounts receivable and inventory directly owned by the Company’s domestic subsidiaries.

The following supplemental financial information sets forth for the Company and its guarantor and non-guarantor subsidiaries: the Condensed Consolidating Balance Sheets as of July 30, 2011, January 29, 2011 and July 31, 2010 and the Condensed Consolidating Statements of Income and Cash Flows for the periods ended July 30, 2011 and July 31, 2010.

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LIMITED BRANDS, INC.

CONSOLIDATED BALANCE SHEETS

(in millions)

(Unaudited)

	July 30, 2011
	Limited Brands, Inc.			Guarantor Subsidiaries		Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	0		$	565	$	470		$	0		$	1,035
Accounts Receivable, Net		2			194		45			0			241
Inventories		0			911		193			0			1,104
Deferred Income Taxes		0			31		(1	)		0			30
Other		(2	)		160		84			0			242
Total Current Assets		0			1,861		791			0			2,652
Property and Equipment, Net		0			903		680			0			1,583
Goodwill		0			1,318		139			0			1,457
Trade Names and Other Intangible Assets, Net		0			411		187			0			598
Net Investments in and Advances to/from Consolidated Affiliates		4,011			16,110		3,205			(23,326	)		0
Other Assets		210			45		602			(647	)		210
Total Assets	$	4,221		$	20,648	$	5,604		$	(23,973	)	$	6,500
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	15		$	321	$	310		$	0		$	646
Accrued Expenses and Other		52			384		260			0			696
Income Taxes		0			0		5			0			5
Total Current Liabilities		67			705		575			0			1,347
Deferred Income Taxes		(5	)		41		188			0			224
Long-term Debt		3,524			597		36			(633	)		3,524
Other Long-term Liabilities		10			564		218			(12	)		780
Total Equity		625			18,741		4,587			(23,328	)		625
Total Liabilities and Equity	$	4,221		$	20,648	$	5,604		$	(23,973	)	$	6,500

21

LIMITED BRANDS, INC.

CONSOLIDATED BALANCE SHEETS

(in millions)

	January 29, 2011
	Limited Brands, Inc.			Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated Limited Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	0		$	701	$	429	$	0		$	1,130
Accounts Receivable, Net		1			189		42		0			232
Inventories		0			830		202		0			1,032
Deferred Income Taxes		0			30		5		0			35
Other		0			117		47		(1	)		163
Total Current Assets		1			1,867		725		(1	)		2,592
Property and Equipment, Net		0			936		674		0			1,610
Goodwill		0			1,318		133		0			1,451
Trade Names and Other Intangible Assets, Net		0			411		181		0			592
Net Investments in and Advances to/from Consolidated Affiliates		11,835			28,045		14,486		(54,366	)		0
Other Assets		176			55		645		(670	)		206
Total Assets	$	12,012		$	32,632	$	16,844	$	(55,037	)	$	6,451
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	0		$	312	$	233	$	0		$	545
Accrued Expenses and Other		29			420		316		0			765
Income Taxes		(3	)		167		30		0			194
Total Current Liabilities		26			899		579		0			1,504
Deferred Income Taxes		(6	)		28		180		0			202
Long-term Debt		2,507			608		47		(655	)		2,507
Other Long-term Liabilities		12			576		188		(15	)		761
Total Equity		9,473			30,521		15,850		(54,367	)		1,477
Total Liabilities and Equity	$	12,012		$	32,632	$	16,844	$	(55,037	)	$	6,451

22

LIMITED BRANDS, INC.

CONSOLIDATED BALANCE SHEETS

(in millions)

(Unaudited)

	July 31, 2010
	Limited Brands, Inc.			Guarantor Subsidiaries		Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	0		$	876	$	424		$	0		$	1,300
Accounts Receivable, Net		1			172		36			0			209
Inventories		0			923		160			0			1,083
Deferred Income Taxes		0			35		(3	)		0			32
Other		1			77		103			0			181
Total Current Assets		2			2,083		720			0			2,805
Property and Equipment, Net		0			997		644			0			1,641
Goodwill		0			1,318		129			0			1,447
Trade Names and Other Intangible Assets, Net		0			418		178			0			596
Net Investments in and Advances to/from Consolidated Affiliates		11,996			12,754		6,315			(31,065	)		0
Other Assets		64			90		785			(706	)		233
Total Assets	$	12,062		$	17,660	$	8,771		$	(31,771	)	$	6,722
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	2		$	366	$	191		$	0		$	559
Accrued Expenses and Other		30			337		248			0			615
Income Taxes		0			0		6			0			6
Total Current Liabilities		32			703		445			0			1,180
Deferred Income Taxes		(9	)		35		198			0			224
Long-term Debt		2,532			608		82			(690	)		2,532
Other Long-term Liabilities		13			555		159			(14	)		713
Total Equity		9,494			15,759		7,887			(31,067	)		2,073
Total Liabilities and Equity	$	12,062		$	17,660	$	8,771		$	(31,771	)	$	6,722

23

LIMITED BRANDS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in millions)

(Unaudited)

	Second Quarter 2011
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	0		$	2,254		$	842		$	(638	)	$	2,458
Costs of Goods Sold, Buying and Occupancy		0			(1,446	)		(724	)		614			(1,556	)
Gross Profit		0			808			118			(24	)		902
General, Administrative and Store Operating Expenses		(2	)		(486	)		(250	)		30			(708	)
Operating Income (Loss)		(2	)		322			(132	)		6			194
Interest Expense		(64	)		0			(3	)		3			(64	)
Other Income (Expense)		0			3			146			(3	)		146
Income (Loss) Before Income Taxes		(66	)		325			11			6			276
Provision (Benefit) for Income Taxes		0			43			2			0			45
Equity in Earnings, Net of Tax		297			94			(157	)		(234	)		0
Net Income (Loss)	$	231		$	376		$	(148	)	$	(228	)	$	231
	Second Quarter 2010
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	0		$	2,106		$	599		$	(463	)	$	2,242
Costs of Goods Sold, Buying and Occupancy		0			(1,384	)		(520	)		440			(1,464	)
Gross Profit		0			722			79			(23	)		778
General, Administrative and Store Operating Expenses		(1	)		(512	)		(58	)		29			(542	)
Operating Income (Loss)		(1	)		210			21			6			236
Interest Expense		(51	)		0			(3	)		3			(51	)
Other Income (Expense)		(25	)		3			83			(2	)		59
Income (Loss) Before Income Taxes		(77	)		213			101			7			244
Provision (Benefit) for Income Taxes		(9	)		66			9			0			66
Equity in Earnings, Net of Tax		246			119			(53	)		(312	)		0
Net Income (Loss)	$	178		$	266		$	39		$	(305	)	$	178

24

LIMITED BRANDS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in millions)

(Unaudited)

	Year-to-Date 2011
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	0		$	4,315		$	1,567		$	(1,207	)	$	4,675
Costs of Goods Sold, Buying and Occupancy		0			(2,731	)		(1,350	)		1,150			(2,931	)
Gross Profit		0			1,584			217			(57	)		1,744
General, Administrative and Store Operating Expenses		(4	)		(1,065	)		(326	)		61			(1,334	)
Operating Income (Loss)		(4	)		519			(109	)		4			410
Interest Expense		(118	)		(9	)		(6	)		14			(119	)
Other Income (Expense)		0			7			231			(4	)		234
Income (Loss) Before Income Taxes		(122	)		517			116			14			525
Provision (Benefit) for Income Taxes		0			82			47			0			129
Equity in Earnings, Net of Tax		518			408			149			(1,075	)		0
Net Income (Loss)	$	396		$	843		$	218		$	(1,061	)	$	396
	Year-to-Date 2010
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	0		$	3,945		$	1,127		$	(898	)	$	4,174
Costs of Goods Sold, Buying and Occupancy		0			(2,597	)		(946	)		841			(2,702	)
Gross Profit		0			1,348			181			(57	)		1,472
General, Administrative and Store Operating Expenses		(2	)		(993	)		(123	)		67			(1,051	)
Net Gain on Joint Ventures		0			0			0			0			0
Operating Income (Loss)		(2	)		355			58			10			421
Interest Expense		(111	)		0			(6	)		5			(112	)
Other Income (Expense)		(25	)		6			145			(4	)		122
Income (Loss) Before Income Taxes		(138	)		361			197			11			431
Provision (Benefit) for Income Taxes		(9	)		97			52			0			140
Equity in Earnings, Net of Tax		420			261			(31	)		(650	)		0
Net Income (Loss)	$	291		$	525		$	114		$	(639	)	$	291

25

LIMITED BRANDS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)

	Year-to-Date 2011
	Limited Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations		Consolidated Limited Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(94	)	$	205		$	112		$	0	$	223
Investing Activities:
Capital Expenditures		0			(88	)		(74	)		0		(162	)
Proceeds from Sale of Express Common Stock		0			0			99			0		99
Net Cash Provided by (Used for) Investing Activities		0			(88	)		25			0		(63	)
Financing Activities:
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs		981			0			0			0		981
Financing Costs		(7	)										(7	)
Repurchase of Common Stock		(890	)		0			0			0		(890	)
Dividends Paid		(431	)		0			0			0		(431	)
Excess Tax Benefits from Share-based Compensation		0			28			6			0		34
Net Financing Activities and Advances to/from Consolidated Affiliates		386			(281	)		(105	)		0		0
Proceeds from Exercise of Stock Options and Other		55			0			0			0		55
Net Cash Provided by (Used for) Financing Activities		94			(253	)		(99	)		0		(258	)
Effects of Exchange Rate Changes on Cash and Cash Equivalents		0			0			3			0		3
Net Increase (Decrease) in Cash and Cash Equivalents		0			(136	)		41			0		(95	)
Cash and Cash Equivalents, Beginning of Period		0			701			429			0		1,130
Cash and Cash Equivalents, End of Period	$	0		$	565		$	470		$	0	$	1,035

26

LIMITED BRANDS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)

	Year-to-Date 2010
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations		Consolidated Limited Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(123	)	$	277		$	30		$	0	$	184
Investing Activities:
Capital Expenditures		0			(71	)		(39	)		0		(110	)
Return of Capital from Express		0			0			49			0		49
Return of Capital from Limited Stores		0			0			7			0		7
Proceeds from Divestiture of Limited Stores		0			0			32			0		32
Proceeds from Express Initial Public Offering		0			0			20			0		20
Net Investments in Consolidated Affiliates		0			0			0			0		0
Other Investing Activities		0			0			(1	)		0		(1	)
Net Cash Provided by (Used for) Investing Activities		0			(71	)		68			0		(3	)
Financing Activities:
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs		390			0			0			0		390
Payment of Long-term Debt		(621	)		0			0			0		(621	)
Financing Costs		(14	)		0			0			0		(14	)
Repurchase of Common Stock		(68	)		0			0			0		(68	)
Dividends Paid		(422	)		0			0			0		(422	)
Excess Tax Benefits from Share-based Compensation		0			8			2			0		10
Net Financing Activities and Advances to/from Consolidated Affiliates		820			(779	)		(41	)		0		0
Proceeds from Exercise of Stock Options and Other		38			0			0			0		38
Net Cash Provided by (Used for) Financing Activities		123			(771	)		(39	)		0		(687	)
Effects of Exchange Rate Changes on Cash and Cash Equivalents		0			0			2			0		2
Net Increase (Decrease) in Cash and Cash Equivalents		0			(565	)		61			0		(504	)
Cash and Cash Equivalents, Beginning of Period		0			1,441			363			0		1,804
Cash and Cash Equivalents, End of Period	$	0		$	876		$	424		$	0	$	1,300

27

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders

of Limited Brands, Inc.:

We have reviewed the consolidated balance sheets of Limited Brands, Inc. and subsidiaries (the “Company”) as of July 30, 2011 and July 31, 2010, and the related consolidated statements of income for the thirteen and twenty-six week periods ending July 30, 2011 and July 31, 2010, and the consolidated statements of cash flows for the twenty-six week periods ended July 30, 2011 and July 31, 2010. These financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Limited Brands, Inc. and subsidiaries as of January 29, 2011, and the related consolidated statements of income, total equity, and cash flows for the year then ended (not presented herein), and in our report dated March 18, 2011, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of January 29, 2011, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Ernst & Young LLP

Columbus, Ohio

August 31, 2011

28

SAFE HARBOR STATEMENT UNDER THE PRIVATE

SECURITIES LITIGATION ACT OF 1995

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Limited Brands, Inc. cautions any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this report or made by our company or our management involve risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “planned,” “potential” and similar expressions may identify forward-looking statements. Risks associated with the following factors, among others, in some cases have affected and in the future could affect our financial performance and actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements included in this report or otherwise made by our company or our management:

• general economic conditions, consumer confidence, consumer spending patterns and market disruptions including severe weather conditions, natural disasters, health hazards, terrorist activities, financial crises, political crises or other major events, or the prospect of these events;

• the seasonality of our business;

• the dependence on a high volume of mall traffic and the possible lack of availability of suitable store locations on appropriate terms;

• our ability to grow through new store openings and existing store remodels and expansions;

• our ability to successfully expand into international markets and related risks;

• our independent licensees and franchisees;

• our direct channel business;

• our failure to protect our reputation and our brand images;

• our failure to protect our trade names, trademarks and patents;

• the highly competitive nature of the retail industry generally and the segments in which we operate particularly;

• consumer acceptance of our products and our ability to keep up with fashion trends, develop new merchandise and launch new product lines successfully;

• our reliance on foreign sources of production, including risks related to:

• political instability;

• duties, taxes, other charges on imports;

• legal and regulatory matters;

• volatility in currency exchange rates;

• local business practices and political issues;

• potential delays or disruptions in shipping and related pricing impacts;

• the disruption of imports by labor disputes; and

• changing expectations regarding product safety due to new legislation;

• stock price volatility;

• our failure to maintain our credit rating;

• our ability to service our debt;

• our ability to retain key personnel;

• our ability to attract, develop and retain qualified employees and manage labor costs;

• the inability of our manufacturers to deliver products in a timely manner and meet quality standards;

• fluctuations in product input costs;

• fluctuations in energy costs;

• increases in the costs of mailing, paper and printing;

• claims arising from our self-insurance;

• our ability to implement and maintain information technology systems;

• our failure to comply with regulatory requirements;

• tax matters; and

• legal and compliance matters.

We are not under any obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this report to reflect circumstances existing after the date of this report or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Additional information regarding these and other factors can be found in “Item 1A. Risk Factors” in our 2010 Annual Report on Form 10-K.

29

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations are based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The following information should be read in conjunction with our financial statements and the related notes included in Item 1. Financial Statements.

Executive Overview

We had strong performance in the second quarter of 2011 despite a retail environment that continues to be uncertain. Our net sales increased $216 million to $2.458 billion driven by a comparable store sales increase of 9%. Our net income increased by $53 million to $231 million. Our 2011 net income included a non-taxable gain of $147 million related to the charitable contribution of all of our remaining shares of Express common stock to The Limited Brands Foundation and the related pre-tax contribution expense of $113 million. Our 2010 net income included a pre-tax gain of $52 million related to the Express IPO, a pre-tax gain of $20 million related to the divestiture of our remaining 25% ownership interest in Limited Stores and a pre-tax loss of $25 million related to the repurchase of a portion of our 2012 and 2014 Notes. As a result of the 2011 expense of $113 million associated with our charitable contribution, our operating income decreased $42 million to $194 million. For additional information related to our second quarter 2011 financial performance, see “Results of Operations.”

The global retail sector and our business continue to face an uncertain environment and, as a result, we continue to take a conservative stance in terms of the financial management of our business. We will continue to manage our business carefully and focus on the execution of the retail fundamentals, including bringing compelling merchandise assortments, marketing and store experiences to our customers.

30

Store Data

The following table compares second quarter of 2011 store data to second quarter of 2010 and year-to-date 2011 store data to year-to-date 2010:

	Second Quarter							Year-to-Date
Sales Per Average Selling Square Foot	2011		2010		% Change			2011		2010		% Change
Victoria’s Secret Stores U.S.	$	177	$	157		13	%	$	340	$	294		16	%
Bath & Body Works U.S.		138		132		5	%		256		238		8	%
La Senza Canada (a)		107		103		4	%		189		188		1	%
Sales Per Average Store (in thousands)
Victoria’s Secret Stores U.S.	$	1,043	$	920		14	%	$	2,004	$	1,716		17	%
Bath & Body Works U.S.		328		312		5	%		607		563		8	%
La Senza Canada (a)		356		347		3	%		630		632		0	%
Average Store Size (selling square feet)
Victoria’s Secret Stores U.S.		5,913		5,855		1	%
Bath & Body Works U.S.		2,375		2,368		0	%
La Senza Canada		3,319		3,360		(1	%)
Total Selling Square Feet (in thousands)
Victoria’s Secret Stores U.S.		6,019		6,084		(1	%)
Bath & Body Works U.S.		3,790		3,834		(1	%)
La Senza Canada		826		857		(4	%)

(a) Metric is presented in Canadian dollars to eliminate the impact of foreign currency fluctuations.

31

The following table compares second quarter of 2011 store data to the second quarter of 2010 and year-to-date 2011 store data to year-to-date 2010:

	Second Quarter						Year-to-Date
	2011			2010			2011			2010
Number of Stores (a)
Victoria’s Secret
Beginning of Period		1,021			1,040			1,028			1,040
Opened		0			1			1			4
Closed		(3	)		(2	)		(11	)		(5	)
End of Period		1,018			1,039			1,018			1,039
Bath & Body Works
Beginning of Period		1,603			1,621			1,606			1,627
Opened		1			0			1			2
Closed		(8	)		(2	)		(11	)		(10	)
End of Period		1,596			1,619			1,596			1,619
La Senza Canada
Beginning of Period		250			257			252			258
Opened		0			0			0			0
Closed		(1	)		(2	)		(3	)		(3	)
End of Period		249			255			249			255
Bath & Body Works Canada
Beginning of Period		59			36			59			31
Opened		3			3			3			8
Closed		0			0			0			0
End of Period		62			39			62			39
Victoria’s Secret Canada
Beginning of Period		12			4			12			4
Opened		2			2			2			2
Closed		0			0			0			0
End of Period		14			6			14			6
Henri Bendel
Beginning of Period		11			11			11			11
Opened		1			0			1			0
Closed		0			0			0			0
End of Period		12			11			12			11
Total
Beginning of Period		2,956			2,969			2,968			2,971
Opened		7			6			8			16
Closed		(12	)		(6	)		(25	)		(18	)
End of Period		2,951			2,969			2,951			2,969

(a) Number of stores excludes independently owned La Senza, Bath & Body Works and Victoria’s Secret stores operated by licensees and franchisees.

32

Results of Operations

Second Quarter of 2011 Compared to Second Quarter of 2010

Operating Income

The following table provides our segment operating income (loss) and operating income rates (expressed as a percentage of net sales) for the second quarter of 2011 in comparison to the second quarter of 2010:

							Operating Income Rate
	2011			2010			2011			2010
Second Quarter	(in millions)
Victoria’s Secret	$	239		$	192			15.2	%		13.2	%
Bath & Body Works		70			64			12.5	%		12.0	%
Other (a) (b)		(115	)		(20	)		(35.6	%)		(7.6	%)
Total Operating Income	$	194		$	236			7.9	%		10.5	%

(a) Includes Corporate, Mast Global, Henri Bendel and our international operations excluding La Senza.

(b) Includes $113 million of expense associated with the charitable contribution of shares of Express to The Limited Brands Foundation. For additional information, see Note 7, “Equity Investments.”

For the second quarter of 2011, operating income decreased $42 million to $194 million and the operating income rate decreased to 7.9% from 10.5%. The drivers of the operating income results are discussed in the following sections.

Net Sales

The following table provides net sales for the second quarter of 2011 in comparison to the second quarter of 2010:

	2011		2010		% Change
Second Quarter	(in millions)
Victoria’s Secret Stores	$	1,064	$	956		11	%
La Senza		114		101		14	%
Victoria’s Secret Direct		393		391		1	%
Total Victoria’s Secret		1,571		1,448		8	%
Bath & Body Works		563		537		5	%
Other (a)		324		257		26	%
Total Net Sales	$	2,458	$	2,242		10	%

(a) Includes Mast Global, Henri Bendel and our international operations excluding La Senza.

The following table provides a reconciliation of net sales for the second quarter of 2011 to the second quarter of 2010:

	Victoria’s Secret		Bath & Body Works			Other		Total
Second Quarter	(in millions)
2010 Net Sales	$	1,448	$	537		$	257	$	2,242
Comparable Store Sales		108		20			1		129
Sales Associated with New, Closed, and Non-comparable Remodeled Stores, Net		5		(2	)		33		36
Foreign Currency Translation		8		0			5		13
Direct Channels		2		8			0		10
Mast Global Third-party Sales and Other		0		0			28		28
2011 Net Sales	$	1,571	$	563		$	324	$	2,458

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The following table compares the second quarter of 2011 comparable store sales to the second quarter of 2010:

Second Quarter	2011			2010
Victoria’s Secret Stores		12	%		13	%
La Senza		1	%		0	%
Total Victoria’s Secret		11	%		12	%
Bath & Body Works		4	%		0	%
Total Comparable Store Sales (a)		9	%		7	%

(a) Includes Bath & Body Works Canada, Victoria’s Secret Canada and Henri Bendel.

For the second quarter of 2011, our net sales increased $216 million to $2.458 billion and comparable store sales increased 9%. The increase in our net sales was primarily driven by the following:

Victoria’s Secret

For the second quarter of 2011, net sales increased $123 million to $1.571 billion and comparable store sales increased 11%. The increase in net sales was primarily driven by the following:

• At Victoria’s Secret Stores, net sales increased across most categories including Pink, core lingerie, swimwear and beauty driven by a compelling merchandise assortment that incorporated newness, innovation and fashion;

• At Victoria’s Secret Direct, net sales increased 1% related to increases in Pink and swimwear offset by decreases in core lingerie and apparel. Victoria’s Secret Direct sales were negatively impacted by a reduction in Semi-annual sale days; and

• At La Senza, net sales increased primarily due to favorable currency translation and an increase in the international franchise business.

The increase in comparable store sales was primarily driven by a significant increase in total transactions and higher average dollar sales at Victoria’s Secret Stores.

Bath & Body Works

For the second quarter of 2011, net sales increased $26 million to $563 million and comparable store sales increased 4%. From a merchandise category perspective, net sales were driven by growth in the Signature Collection, home fragrance and antibacterial categories which all incorporated newness and innovation. The increase in comparable store sales was driven by an increase in total transactions partially offset by a slight decrease in average dollar sales.

Other

For the second quarter of 2011, net sales increased $67 million to $324 million primarily related to new Victoria’s Secret and Bath & Body Works stores in Canada and an increase in third-party sales at Mast Global due to recognizing 100% of gross merchandise sourcing revenue to Express and Limited Stores in the second quarter of 2011. For additional information, see Note 7, “Equity Investments and Other.”

Gross Profit

For the second quarter of 2011, our gross profit increased $124 million to $902 million and our gross profit rate (expressed as a percentage of net sales) increased to 36.7% from 34.7%, primarily driven by the following:

Victoria’s Secret

For the second quarter of 2011, the increase in gross profit was primarily driven by the following:

• At Victoria’s Secret Stores, gross profit increased due to higher merchandise margin dollars as a result of the increase in net sales. The increase in merchandise margin dollars was partially offset by higher buying and occupancy expenses due to an increase in occupancy expense driven by higher net sales and store related activity; and

• At Victoria’s Secret Direct, gross profit increased primarily due to higher merchandise margin dollars as a result of a decrease in promotional activity and a decrease in buying and occupancy expense primarily related to lower fulfillment costs.

The increase in the gross profit rate was driven primarily by leverage on buying and occupancy expenses from the increase in net sales at Victoria’s Secret Stores and an increase in the merchandise margin rate at Victoria’s Secret Direct.

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Bath & Body Works

For the second quarter of 2011, the increase in gross profit was driven by higher merchandise margin dollars related to the increase in net sales. The increase in merchandise margin dollars was partially offset by an increase in buying and occupancy expenses driven by higher occupancy costs related to the increase in net sales and store related activity.

The increase in the gross profit rate was driven by an increase in merchandise margin rate.

Other

For the second quarter of 2011, the gross profit increase was primarily driven by net sales increases in our Canadian Victoria’s Secret and Bath & Body Works stores. The gross profit rate increased due to our increase in net sales of our international businesses partially offset by the recognition of 100% of Mast Global’s sales to Express and Limited Stores in the second quarter of 2011.

General, Administrative and Store Operating Expenses

For the second quarter of 2011, our general, administrative and store operating expenses increased $166 million to $708 million primarily driven by $113 million of expense associated with the charitable contribution of shares of Express to The Limited Brands Foundation and an increase in store selling expenses related to higher sales and other investments to improve the customer experience including investments in training and technology.

The general, administrative and store operating expense rate increased to 28.8% from 24.1% due to deleverage associated with the charitable contribution to The Limited Brands Foundation.

Other Income and Expense

Interest Expense

The following table provides the average daily borrowings and average borrowing rates for the second quarter of 2011 and 2010:

Second Quarter	2011			2010
Average daily borrowings (in millions)	$	3,561		$	2,624
Average borrowing rate (in percentages)		6.54	%		6.87	%

For the second quarter of 2011, our interest expense increased $13 million to $64 million primarily driven by an increase in average borrowings related to the March 2011 $1 billion note issuance, partially offset by a decrease in the average borrowing rate.

Other Income

For the second quarter of 2011, our other income increased $87 million to $146 million driven by a $147 million gain on the contribution of our remaining shares of Express to The Limited Brands Foundation. In the second quarter of 2010, we recorded a $52 million gain related to the Express IPO, a $20 million gain related to the divestiture of the remaining 25% ownership in Limited Stores and recognized equity method income from Express.

Provision for Income Taxes

For the second quarter of 2011, our effective tax rate was 16.2% as compared to 26.8% in the second quarter of 2010. The 2011 rate was lower than our combined estimated federal and state rate of 38.5% primarily due to tax benefits associated with the charitable contribution of Express shares to The Limited Brands Foundation. The 2010 rate was lower than our combined federal and state statutory rate primarily due to the divestiture of our remaining 25% ownership in Limited Stores, which resulted in the recognition of the capital loss associated with the 2007 divestiture of 75% of our ownership in Limited Stores.

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Results of Operations

Year-to-Date 2011 Compared to Year-to-Date 2010

Operating Income

The following table provides our segment operating income (loss) and operating income rates (expressed as a percentage of net sales) for year-to-date 2011 in comparison to year-to-date 2010:

							Operating Income Rate
	2011			2010			2011			2010
Year-to-Date	(in millions)
Victoria’s Secret	$	479		$	359			15.9	%		13.2	%
Bath & Body Works		124			102			11.9	%		10.6	%
Other (a) (b)		(193	)		(40	)		(31.2	%)		(8.0	)%
Total Operating Income	$	410		$	421			8.8	%		10.1	%

(a) Includes Corporate, Mast, Henri Bendel and our international operations excluding La Senza.

(b) Includes $163 million of expense associated with the charitable contribution of all of our remaining shares of Express to The Limited Brands Foundation. For additional information, see Note 7, “Equity Investments.”

For year-to-date 2011, operating income decreased $11 million to $410 million and the operating income rate decreased to 8.8% from 10.1%. The drivers of the operating income results are discussed in the following sections.

Net Sales

The following table provides net sales for year-to-date 2011 in comparison to year-to-date 2010:

	2011		2010		% Change
Year-to-Date	(in millions)
Victoria’s Secret Stores	$	2,050	$	1,784		15	%
La Senza		202		187		8	%
Victoria’s Secret Direct		762		741		3	%
Total Victoria’s Secret		3,014		2,712		11	%
Bath & Body Works		1,043		967		8	%
Other (a)		618		495		25	%
Total Net Sales	$	4,675	$	4,174		12	%

(a) Includes Mast, Henri Bendel and our international operations excluding La Senza.

The following table provides a reconciliation of net sales for year-to-date 2011 to year-to-date 2010:

	Victoria’s Secret		Bath & Body Works			Other		Total
Year-to-Date	(in millions)
2010 Net Sales	$	2,712	$	967		$	495	$	4,174
Comparable Store Sales		257		63			2		322
Sales Associated With New, Closed and Non-comparable Remodeled Stores, Net		12		(6	)		58		64
Foreign Currency Translation		12		0			7		19
Direct Channels		21		19			0		40
Mast Third-party Sales and Other		0		0			56		56
2011 Net Sales	$	3,014	$	1,043		$	618	$	4,675

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The following table compares year-to-date 2011 comparable store sales to year-to-date 2010:

Year-to-Date	2011			2010
Victoria’s Secret Stores		15	%		12	%
La Senza		(1	%)		1	%
Total Victoria’s Secret		14	%		12	%
Bath & Body Works		7	%		3	%
Total Comparable Store Sales (a)		12	%		8	%

(a) Includes Bath & Body Works Canada, Victoria’s Secret Canada and Henri Bendel.

For year-to-date 2011, our net sales increased $501 million to $4.675 billion and comparable store sales increased 12%. The increase in our net sales was primarily driven by the following:

Victoria’s Secret

For year-to-date 2011, net sales increased $302 million to $3.014 billion and comparable store sales increased 14%. The increase in net sales was primarily driven by:

• At Victoria’s Secret Stores, net sales increased across most categories including Pink, core lingerie and beauty driven by a compelling merchandise assortment that incorporated newness, innovation and fashion;

• At Victoria’s Secret Direct, net sales increased 3% with increases across most categories including core lingerie, swimwear and apparel driven by a compelling merchandise assortment; and

• At La Senza, net sales increased primarily due to favorable currency fluctuations and an increase in the international franchise business.

The increase in comparable store sales was driven by a significant increase in total transactions and higher average dollar sales.

Bath & Body Works

For year-to-date 2011, net sales increased $76 million to $1.043 billion and comparable store sales increased 7%. From a merchandise category perspective, net sales were driven by growth in the Signature Collection, home fragrance and antibacterial categories. The increase in comparable store sales was primarily driven by an increase in total transactions and a slight increase in average dollar sales.

Other

For year-to-date 2011, net sales increased $123 million to $618 million primarily related to new Victoria’s Secret and Bath & Body Works stores in Canada and an increase in third-party sales at Mast Global due to recognizing 100% of gross merchandise sourcing revenue to Express and Limited Stores in 2011. For additional information, see Note 7, “Equity Investments and Other.”

Gross Profit

For year-to-date 2011, our gross profit increased $272 million to $1.744 billion and our gross profit rate (expressed as a percentage of net sales) increased to 37.3% from 35.3% primarily driven by the following:

Victoria’s Secret

For year-to-date 2011, the increase in gross profit was primarily driven by:

• At Victoria’s Secret Stores, gross profit increased driven by higher merchandise margin dollars as a result of the increase in net sales. The increase in merchandise margin was partially offset by an increase in buying and occupancy expenses primarily driven by higher net sales and store related activity; and

• At Victoria’s Secret Direct, gross profit increased driven by higher merchandise margin dollars as a result of the increase in net sales and decreased promotional activity and a decrease in buying and occupancy expense primarily related to lower fulfillment costs.

The increase in the gross profit rate was driven primarily by leverage on buying and occupancy expenses from the increase in net sales at Victoria’s Secret and an increase in the merchandise margin rate at Victoria’s Secret Direct.

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Bath & Body Works

For year-to-date 2011, the increase in gross profit was driven by higher merchandise margin dollars related to the increase in net sales. The increase in merchandise margin dollars was partially offset by an increase in buying and occupancy expenses driven by higher occupancy costs related to the increase in net sales and store related activity. The increase in the gross profit rate was driven by an increase in merchandise margin rate and leverage on buying and occupancy expense from the increase in net sales.

Other

For year-to-date 2011, the gross profit increase was primarily driven by net sales increases in our Canadian Victoria’s Secret and Bath & Body Works stores. The gross profit rate increased due to an increase in net sales of our international businesses partially offset by the recognition of 100% of Mast Global’s sales to Express and Limited Stores in 2011.

General, Administrative and Store Operating Expenses

For year-to-date 2011, our general, administrative and store operating expenses increased $283 million to $1.334 billion primarily driven by $163 million of expense associated with the $50 million charitable pledge to The Limited Brands Foundation in the first quarter and the charitable contribution of all of our remaining shares of Express to The Limited Brands Foundation in the second quarter. Additionally, store selling and marketing expenses increased related to the increase in net sales.

The general, administrative and store operating expense rate increased to 28.5% from 25.2% due to deleverage associated with the charitable pledge and contribution to The Limited Brands Foundation.

Other Income and Expense

Interest Expense

The following table provides the average daily borrowings and average borrowing rates for year-to-date 2011 and 2010:

Year-to-Date	2011			2010
Average daily borrowings (in millions)	$	3,257		$	2,642
Average borrowing rate (in percentages)		6.55	%		6.81	%

For year-to-date 2011, our interest expense increased $7 million to $119 million primarily driven by an increase in average borrowings related to the March 2011 $1 billion note issuance partially offset by a decrease in the average borrowing rate. In addition, our 2010 interest expense included $10 million of expense associated with terminating our remaining participating interest rate swap arrangements.

Other Income

For year-to-date 2011, our other income (loss) increased from $122 million to $234 million. Our 2011 other income includes an $86 million pre-tax gain related to the sale of a portion of our shares of Express completed in April 2011 and a $147 million gain related to the charitable contribution of our remaining shares of Express to The Limited Brands Foundation completed in July 2011. Our 2010 other income includes a $52 million pre-tax gain related to the Express IPO, a $49 million pre-tax gain related to a $57 million cash distribution from Express, a $20 million pre-tax gain related to the divestiture of the remaining 25% ownership in Limited Stores, a $25 million pre-tax loss on extinguishment of a portion of our 2012 and 2014 Notes and income from our equity method investments in Express and Limited Stores. We ceased recognition of equity method income from Express beginning in the third quarter of 2010 as a result of a change in accounting methodologies and we ceased recognition of equity method income from Limited Stores beginning in the second quarter of 2010 in conjunction with the divestiture of our remaining ownership interest.

Provision for Income Taxes

For year-to-date 2011, our effective tax rate was 24.5% as compared to 32.4% in 2010. The 2011 rate was lower than our combined estimated federal and state rate of 38.5% primarily due to tax benefits associated with the charitable contribution of Express shares to The Limited Brands Foundation. The 2010 rate was lower than our combined federal and state statutory rate primarily due to the divestiture of our remaining 25% ownership in Limited Stores, which resulted in the recognition of the capital loss associated with the 2007 divestiture of 75% of our ownership in Limited Stores.

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FINANCIAL CONDITION

Liquidity and Capital Resources

Liquidity, or access to cash, is an important factor in determining our financial stability. We are committed to maintaining adequate liquidity. Cash generated from our operating activities provides the primary resources to support current operations, growth initiatives, seasonal funding requirements and capital expenditures. Our cash provided from operations is impacted by our net income and working capital changes. Our net income is impacted by, among other things, sales volume, seasonal sales patterns, timing of new product introductions and profit margins. Historically, sales are higher during the fourth quarter of the fiscal year due to seasonal and holiday-related sales patterns. Generally, our need for working capital peaks during the summer and fall months as inventory builds in anticipation of the holiday period.

Our total cash and cash equivalents held outside of the United States in various foreign jurisdictions were $395 million as of July 30, 2011. Under current tax laws and regulations, if cash and cash equivalents held outside the U.S. are repatriated to the U.S., we may be subject to additional U.S. income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes.

The following table provides our long-term debt balance as of July 30, 2011, January 29, 2011 and July 31, 2010:

	July 30, 2011		January 29, 2011		July 31, 2010
	(in millions)
Senior Secured Debt
5.30% Mortgage due August 2010	$	0	$	0	$	2
Senior Unsecured Debt with Subsidiary Guarantee
$1 billion, 6.625% Fixed Interest Rate Notes due April 2021 (“2021 Notes”)	$	1,000	$	0	$	0
$500 million, 8.50% Fixed Interest Rate Notes due June 2019, Less Unamortized Discount (“2019 Notes”)		487		486		485
$400 million, 7.00% Fixed Interest Rate Notes due May 2020 (“2020 Notes”)		400		400		400
Total Senior Unsecured Debt with Subsidiary Guarantee	$	1,887	$	886	$	885
Senior Unsecured Debt
$700 million, 6.90% Fixed Interest Rate Notes due July 2017, Less Unamortized Discount (“2017 Notes”)(a)	$	711	$	699	$	703
$350 million, 6.95% Fixed Interest Rate Debentures due March 2033, Less Unamortized Discount (“2033 Notes”)		350		350		350
$300 million, 7.60% Fixed Interest Rate Notes due July 2037, Less Unamortized Discount (“2037 Notes”)		299		299		299
5.25% Fixed Interest Rate Notes due November 2014, Less Unamortized Discount (“2014 Notes”)(b)		219		215		237
6.125% Fixed Interest Rate Notes due December 2012, Less Unamortized Discount (“2012 Notes”)(c)		58		58		58
Total Senior Unsecured Debt	$	1,637	$	1,621	$	1,647
Total	$	3,524	$	2,507	$	2,534
Current Portion of Long-term Debt		0		0		(2	)
Total Long-term Debt, Net of Current Portion	$	3,524	$	2,507	$	2,532

(a) The balance includes a fair value interest rate hedge adjustment which increased the debt balance by $12 million as of July 30, 2011, $0 million as of January 29, 2011 and $4 million as of July 31, 2010.

(b) The principal balance outstanding was $213 million as of both July 30, 2011 and January 29, 2011 and $234 million as of July 31, 2010. The balances include a fair value interest rate hedge adjustment which increased the debt balance by $7 million as of July 30, 2011, $2 million as of January 29, 2011 and $4 million as of July 31, 2010.

(c) The principal balance outstanding was $57 million as of both July 30, 2011 and January 29, 2011 and $58 million as of July 31, 2010. The balances included a fair value interest rate hedge adjustment which increased the debt balance by $1 million as of July 30, 2011, January 29, 2011 and July 31, 2010.

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Issuance of Notes

2011

In March 2011, we issued $1 billion of 6.625% notes due in April 2021 utilizing an existing shelf registration under which debt securities, common and preferred stock and other securities can be issued. The 2021 Notes are jointly and severally guaranteed on a full and unconditional basis by the guarantors. The net proceeds from the issuance were $981 million, which included transaction costs of $19 million.

2010

In May 2010, we issued $400 million of 7.00% notes due in May 2020 utilizing an existing shelf registration under which debt securities, common and preferred stock and other securities can be issued. The 2020 Notes are jointly and severally guaranteed on a full and unconditional basis by the guarantors. The net proceeds from the issuance were $390 million, which included transaction costs of $10 million.

Repurchase of Notes

In May 2010, we used a portion of the proceeds from the 2020 Notes to repurchase $134 million of our 2012 Notes for $144 million. We used the remaining portion of the proceeds from the 2020 Notes to repurchase $266 million of our 2014 Notes for $277 million.

In August 2010, we repurchased $20 million and $1 million of 2014 Notes and 2012 Notes, respectively, through open-market transactions.

Revolving Facility

On July 15, 2011, we entered into an amendment and restatement (“Amendment”) of our secured revolving credit facility (“Revolving Facility”). The Amendment increased the aggregate amount of the commitments of the lenders from $800 million to $1 billion and extended the termination date from August 1, 2014 to July 15, 2016. In addition, the Amendment reduced fees payable under the Revolving Facility which are based on our long-term credit ratings. The fees related to committed and unutilized amounts per year were reduced from 0.50% to 0.325% and the fees related to outstanding letters of credit were reduced from 3.00% to 1.75%. In addition, the interest rate on outstanding borrowings was reduced from the London Interbank Offered Rate (“LIBOR”) plus 3.00% to LIBOR plus 1.75%.

We incurred fees related to the Amendment of the Revolving Facility of $7 million. The fees associated with the Amendment were capitalized and are being amortized over the remaining term of the Revolving Facility.

The Revolving Facility contains fixed charge coverage and debt to EBITDA financial covenants. We are required to maintain a fixed charge coverage ratio of not less than 1.75 to 1.00 and a consolidated debt to consolidated EBITDA ratio not exceeding 4.00 to 1.00 for the most recent four-quarter period. In addition, the Revolving Facility provides that investments and restricted payments may be made, without limitation on amount, if (a) at the time of and after giving effect to such investment or restricted payment the ratio of consolidated debt to consolidated EBITDA for the most recent four-quarter period is less than 3.00 to 1.00 and (b) no default or event of default exists. As of July 30, 2011, we were in compliance with both of our financial covenants and the ratio of consolidated debt to consolidated EBITDA was less than 3.00 to 1.00.

As of July 30, 2011, there were no borrowings outstanding under the Revolving Facility.

Letters of Credit

The Revolving Facility supports our letter of credit program. We had $30 million of outstanding letters of credit as of July 30, 2011 that reduce our remaining availability under our credit agreements.

Term Loan and Participating Interest Rate Swap Arrangements

In March 2010, we prepaid a $200 million term loan. In conjunction with the term loan, we terminated participating interest rate swap arrangements totaling $200 million.

Fair Value Interest Rate Swap Arrangements

In June 2010, we entered into multiple fair value interest rate swap arrangements to effectively convert all of our outstanding 2012 Notes, all of our outstanding 2014 Notes and $175 million of our outstanding 2017 Notes from a fixed interest rate to a variable interest rate.

In August 2010, we terminated interest rate designated fair value hedges with a notional amount of $21 million in conjunction with the repurchase of $20 million and $1 million of 2014 Notes and 2012 Notes, respectively.

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In January 2011, we entered into a series of interest rate swap arrangements to effectively convert an additional $150 million of our outstanding 2017 Notes from a fixed interest rate to a variable interest rate.

In July 2011, we terminated interest rate designated fair value hedges related to the 2012 Notes with a notional amount of $57 million. In settlement of these hedges, we received $1 million.

Subsequent to July 30, 2011, we terminated interest rate designated fair value hedges related to the 2014 Notes with a notional amount of $213 million. In settlement of these hedges, we received $10 million.

For additional information, see Note 10, “Derivative Instruments.”

Working Capital and Capitalization

We believe that our available short-term and long-term capital resources are sufficient to fund foreseeable requirements.

The following table provides a summary of our working capital position and capitalization as of July 30, 2011, January 29, 2011 and July 31, 2010:

	July 30, 2011		January 29, 2011		July 31, 2010
	(in millions)
Cash Provided by Operating Activities (a)	$	223	$	1,284	$	184
Capital Expenditures (a)		162		274		110
Working Capital		1,305		1,088		1,625
Capitalization:
Long-term Debt		3,524		2,507		2,532
Shareholders’ Equity		625		1,476		2,073
Total Capitalization		4,149		3,983		4,605
Remaining Amounts Available Under Credit Agreements (b)		970		755		724

(a) The January 29, 2011 amounts represent a twelve-month period and the July 30, 2011 and July 31, 2010 amounts represent six-month periods.

(b) Letters of credit issued reduce our remaining availability under the Revolving Facility. We have outstanding letters of credit that reduce our remaining availability under the Revolving Facility of $30 million as of July 30, 2011, $45 million as of January 29, 2011 and $76 million as of July 31, 2010.

Credit Ratings

The following table provides our credit ratings as of July 30, 2011:

	Moody’s	S&P	Fitch
Corporate	Ba1	BB+	BB+
Senior Unsecured Debt with Subsidiary Guarantee	Ba1	BB+	BB+
Senior Unsecured Debt	Ba2	BB+	BB
Outlook	Stable	Negative	Stable

Our borrowing costs under our Revolving Facility are linked to our credit ratings at S&P, Moody’s and Fitch, and if we receive an upgrade or downgrade to our corporate credit ratings by S&P, Moody’s or Fitch, the borrowing costs could decrease or increase, respectively. The guarantees of our obligations under the Revolving Facility by certain of our subsidiaries (such subsidiaries, the “Guarantors”) and the security interests granted in our and the Guarantors’ collateral securing such obligations are released if our credit ratings are higher than a certain level. Additionally, the restrictions imposed under the Revolving Facility on our ability to make investments and to make restricted payments cease to apply if our credit ratings are higher than certain levels. Credit rating downgrades by any of the agencies do not accelerate the repayment of any of our debt.

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Common Stock Share Repurchases

Under the authority of our Board of Directors, we repurchased shares of our common stock under the following repurchase programs for year-to-date 2011 and 2010:

	Amount		Shares Repurchased				Amount Repurchased
Repurchase Program	Authorized		2011		2010		2011		2010
	(in millions)		(in thousands)				(in millions)
May 2011 (a)	$	500		7,750		NA	$	296	$	0
March 2011		500		13,695		NA		500		0
November 2010 (b)		200		3,431		NA		109		0
March 2010 (c)		200		NA		2,817		0		68
Total Shares Repurchased				24,876		2,817	$	905	$	68

(a) The May 2011 repurchase program had $204 million remaining as of July 30, 2011.

(b) The November 2010 repurchase program had $31 million remaining at the time it was cancelled in conjunction with the approval of the March 2011 repurchase program.

(c) The March 2010 repurchase program had $53 million remaining at the time it was cancelled in conjunction with the approval of the November 2010 repurchase program.

NA Not applicable

Subsequent to July 30, 2011, we repurchased an additional 3 million shares of common stock for $113 million under the May 2011 repurchase program.

Dividend Policy and Procedures

In March 2010, our Board of Directors declared a special dividend of $1 per share. The special dividend, totaling $325 million, was distributed on April 19, 2010 to shareholders of record at the close of business on April 5, 2010.

In May 2011, our Board of Directors declared a special dividend of $1 per share. The special dividend, totaling $304 million, was distributed on July 1, 2011 to shareholders of record at the close of business on June 17, 2011.

Our Board of Directors will determine future dividends after giving consideration to our levels of profit and cash flow, capital requirements, current and forecasted liquidity, the restrictions placed upon us by our borrowing arrangements as well as financial and other conditions existing at the time.

Cash Flow

The following table provides a summary of our cash flow activity for year-to-date 2011 and 2010:

	Year-to-Date
	2011			2010
	(in millions)
Cash and Cash Equivalents, Beginning of Period	$	1,130		$	1,804
Net Cash Flows Provided by Operating Activities		223			184
Net Cash Flows Used for Investing Activities		(63	)		(3	)
Net Cash Flows Used for Financing Activities		(258	)		(687	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		3			2
Net Decrease in Cash and Cash Equivalents		(95	)		(504	)
Cash and Cash Equivalents, End of Period	$	1,035		$	1,300

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Operating Activities

Net cash provided by operating activities in 2011 was $223 million, including net income of $396 million. Net income included depreciation and amortization of $196 million, expense associated with a contribution of our remaining shares of Express to The Limited Brands Foundation of $163 million, a gain related to The Limited Brands Foundation contribution of $147 million and a pre-tax gain on the sale of Express common stock of $86 million. Other changes in assets and liabilities represent items that had a current period cash flow impact, such as changes in working capital. The most significant item in working capital was a decrease in Income Taxes Payable due to seasonal tax payments and the charitable contribution to The Limited Brands Foundation.

Net cash provided by operating activities in 2010 was $184 million, including net income of $291 million. Net income included depreciation and amortization of $194 million, a gain on Express initial public offering of $52 million, a gain on distribution from Express of $49 million and a gain on divestiture of Limited Stores of $20 million. Other changes in assets and liabilities represent items that had a current period cash flow impact, such as changes in working capital. The most significant item in working capital was a decrease in Income Taxes Payable due to seasonal tax payments.

Investing Activities

Net cash used for investing activities in 2011 was $63 million consisting of capital expenditures of $162 million partially offset by cash proceeds from the sale of Express common stock of $99 million. The capital expenditures included $96 million for opening new stores and remodeling and improving existing stores. Remaining capital expenditures were primarily related to spending on technology and infrastructure to support growth.

Net cash used for investing activities in 2010 was $3 million consisting primarily of capital expenditures of $110 million partially offset by a return of capital from both Express and Limited Stores of $49 million and $7 million, respectively, proceeds from the divestiture of Limited Stores of $32 million and proceeds from the Express initial public offering of $20 million. The capital expenditures included $62 million for opening new stores and remodeling and improving existing stores. Remaining capital expenditures were primarily related to spending on technology and infrastructure to support growth.

Financing Activities

Net cash used for financing activities in 2011 was $258 million consisting primarily of repurchase of common stock of $890 million and quarterly and special dividend payments aggregating to $1.40 per share, or $431 million, partially offset by proceeds from the issuance of long-term debt of $981 million (net of issuance costs) and proceeds from the exercise of stock options.

Net cash used for financing activities in 2010 was $687 million consisting primarily of payments of long-term debt of $621 million, quarterly and special dividend payments aggregating to $1.30 per share, or $422 million, and repurchase of common stock of $68 million, partially offset by proceeds from the issuance of long-term debt of $390 million.

Contingent Liabilities and Contractual Obligations

In connection with the disposition of certain businesses, we have remaining guarantees of approximately $82 million related to lease payments of Express, Limited Stores, Abercrombie & Fitch, Dick’s Sporting Goods (formerly Galyan’s), Lane Bryant, New York & Company and Anne.x under the current terms of noncancelable leases expiring at various dates through 2017. These guarantees include minimum rent and additional payments covering taxes, common area costs and certain other expenses and relate to leases that commenced prior to the disposition of the businesses. In certain instances, our guarantee may remain in effect if the term of a lease is extended.

Our guarantees related to Express, Limited Stores and New York & Company require fair value accounting in accordance with U.S. GAAP in effect at the time of these divestitures. The guaranteed lease payments related to Express, Limited Stores and New York & Company totaled $57 million as of July 30, 2011, $65 million as of January 29, 2011 and $75 million as of July 31, 2010. The estimated fair value of these guarantee obligations was $5 million as of July 30, 2011, $6 million as of January 29, 2011 and $7 million as of July 31, 2010 and is included in Other Long-term Liabilities on our Consolidated Balance Sheets.

Our guarantees related to Abercrombie & Fitch, Dick’s Sporting Goods (formerly Galyan’s), Lane Bryant and Anne.x are not subject to fair value accounting, but require that a loss be accrued when probable and reasonably estimable based on U.S. GAAP in effect at the time of these divestitures. We had no liability recorded with respect to any of the guarantee obligations as we concluded that payments under these guarantees were not probable as of July 30, 2011, January 29, 2011 and July 31, 2010.

Our contractual obligations primarily consist of long-term debt and the related interest payments, operating leases, purchase orders for merchandise inventory and other long-term obligations. These contractual obligations impact our short-term and long-term liquidity and capital resource needs. There have been no other material changes in our contractual obligations since January 29, 2011, other than the issuance of the 2021 Notes. Additionally, certain of our contractual obligations may fluctuate during the normal course of business (primarily changes in our merchandise inventory-related purchase obligations which fluctuate throughout the year as a result of the seasonal nature of our operations).

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RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Other Comprehensive Income

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) ASU 2011-05, Presentation of Comprehensive Income, which amends ASC 220, Comprehensive Income. This guidance eliminates the option to present the components of other comprehensive income as a part of the statement of shareholders’ equity and requires other comprehensive income to be presented as part of a single continuous statement of comprehensive income or in a statement of other comprehensive income immediately following the statement of income. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income. This guidance will be effective beginning in fiscal 2012 and must be retrospectively applied to all reporting periods presented. The FASB has permitted early adoption. ASU 2011-05 will not have an impact on our consolidated results of operations, financial position or cash flows.

IMPACT OF INFLATION

While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe the effects of inflation, if any, on the results of operations and financial condition have been minor.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to adopt accounting policies related to estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, management evaluates its accounting policies, estimates and judgments, including those related to inventories, long-lived assets, claims and contingencies, income taxes and revenue recognition. Management bases its estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

There have been no material changes to the critical accounting policies and estimates disclosed in our 2010 Annual Report on Form 10-K.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

The market risk inherent in our financial instruments represents the potential loss in fair value, earnings or cash flows arising from adverse changes in foreign currency exchange rates or interest rates. We use derivative financial instruments like cross-currency swaps and the participating interest rate swap arrangement to manage exposure to market risks. We do not use derivative financial instruments for trading purposes.

Foreign Exchange Rate Risk

Our foreign exchange rate translation exposure is primarily the result of the January 2007 acquisition of La Senza Corporation, whose operations are conducted primarily in Canada. To mitigate the translation risk to our earnings and the fair value of our investment in La Senza associated with fluctuations in the U.S. dollar-Canadian dollar exchange rate, we entered into a series of cross-currency swaps related to Canadian dollar denominated intercompany loans. These cross-currency swaps require the periodic exchange of fixed rate Canadian dollar interest payments for fixed rate U.S. dollar interest payments as well as exchange of Canadian dollar and U.S. dollar principal payments upon maturity. The swap arrangements mature between 2015 and 2018 at the same time as the related loans. As a result of the Canadian dollar denominated intercompany loans and the related cross-currency swaps, we do not believe there is any material translation risk to La Senza’s net earnings associated with fluctuations in the U.S. dollar-Canadian dollar exchange rate.

In addition, our Canadian dollar denominated earnings are subject to U.S. dollar-Canadian dollar exchange rate risk as substantially all of our merchandise sold in Canada is sourced through U.S. dollar transactions.

Interest Rate Risk

Our investment portfolio primarily consists of interest-bearing instruments that are classified as cash and cash equivalents based on their original maturities. Our investment portfolio is maintained in accordance with our investment policy, which specifies permitted types of investments, specifies credit quality standards and maturity profiles and limits credit exposure to any single issuer. The primary objective of our investment activities are the preservation of principal, the maintenance of liquidity and the maximization of interest income while minimizing risk. Currently, our investment portfolio is comprised of U.S. and Canadian government obligations, AAA-rated money market funds, bank time deposits and highly-rated commercial paper. Given the short-term nature and quality of investments in our portfolio, we do not believe there is any material risk to principal associated with increases or decreases in interest rates.

All of our long-term debt as of July 30, 2011 has fixed interest rates. In June 2010, we entered into a series of interest rate swap arrangements related to all of our outstanding 2012 Notes, all of our outstanding 2014 Notes and $175 million of our outstanding 2017 Notes. In August 2010, we terminated $21 million of these interest rate swap arrangements in conjunction with the repurchase of $20 million and $1 million of 2014 Notes and 2012 Notes, respectively. In January 2011, we entered into a series of interest rate swap arrangements related to an additional $150 million of our outstanding 2017 Notes. In July 2011, we terminated interest rate designated fair value hedges related to the 2012 Notes with a notional amount of $57 million. The effect of the interest rate swap arrangements is to convert the respective amount of debt from a fixed interest rate to a variable interest rate. The variable interest rate associated with these swap arrangements fluctuates based on changes in LIBOR.

Subsequent to July 30, 2011, we terminated interest rate designated fair value hedges related to the 2014 Notes with a notional amount of $213 million.

For the balance of our long-term debt that is not subject to the interest rate swap arrangements, our exposure to interest rate changes is limited to the fair value of the debt issued, which would not have a material impact on our earnings or cash flows.

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Fair Value of Financial Instruments

As of July 30, 2011, management believes that the carrying values of cash and cash equivalents, receivables and payables approximate fair value because of the short maturity of these financial instruments.

The following table provides a summary of financial instruments as of July 30, 2011, January 29, 2011 and July 31, 2010:

	July 30, 2011			January 29, 2011			July 31, 2010
	(in millions)
Long-term Debt: (a)
Carrying Value	$	3,524		$	2,507		$	2,534
Fair Value, Estimated (b)		3,704			2,638			2,583
Cross-currency Swap Arrangements (c) (d)		83			57			34
Fixed-to-Floating Interest Rate Swap Arrangements (c) (e)		(19	)		(3	)		(9	)

(a) The increase in long-term debt is related to the issuance of the March 2021 Notes.

(b) The estimated fair value is based on quoted market prices. The estimates presented are not necessarily indicative of the amounts that we could realize in a current market exchange.

(c) Swap arrangements are in an (asset) liability position.

(d) The change in fair value of the cross-currency swap arrangements relates to the fluctuations in the U.S. dollar-Canadian dollar exchange rate.

(e) Represents multiple interest rate swap arrangements entered into during fiscal 2010 related to various outstanding notes to effectively convert the fixed interest rate on the related debt to a variable interest rate based on three-month LIBOR plus a fixed interest rate.

We maintain cash and cash equivalents with various major financial institutions, as well as a Revolving Facility that supports our letter of credit program. We monitor the relative credit standing of these financial institutions and other entities and limit the amount of credit exposure with any one entity. We also monitor the creditworthiness of entities to which we grant credit terms in the normal course of business and counterparties to derivative instruments.

Item 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report, our disclosure controls and procedures were adequate and effective and designed to ensure that material information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting that occurred in the second quarter 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

We are a defendant in a variety of lawsuits arising in the ordinary course of business. Actions filed against our Company from time to time include commercial, tort, intellectual property, customer, employment, data privacy, securities and other claims, including purported class action lawsuits. Although it is not possible to predict with certainty the eventual outcome of any litigation, in the opinion of management, our current legal proceedings are not expected to have a material adverse effect on our financial position or results of operations.

Item 1A. RISK FACTORS

The risk factors that affect our business and financial results are discussed in “Item 1A: Risk Factors” in the 2010 Annual Report on Form 10-K. We wish to caution the reader that the risk factors discussed in “Item 1A: Risk Factors” in our 2010 Annual Report on Form 10-K, and those described elsewhere in this report or other Securities and Exchange Commission filings, could cause actual results to differ materially from those stated in any forward-looking statements.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides our repurchases of our common stock during the second quarter of 2011:

Period	Total Number of Shares Purchased (a)		Average Price Paid Per Share (b)		Total Number of Shares Purchased as Part of Publicly Announced Programs (c)		Maximum Number of Shares (or Approximate Dollar Value) that May Yet be Purchased Under the Programs (c)
	(in thousands)				(in thousands)
May 2011		1,843	$	40.72		1,837	$	443,829
June 2011		4,813		37.10		4,811		265,341
July 2011		1,568		39.19		1,556		204,367
Total		8,224		38.31		8,204		204,367

(a) The total number of shares repurchased includes shares repurchased as part of publicly announced programs, with the remainder relating to shares repurchased in connection with tax payments due upon vesting of employee restricted stock awards and the use of our stock to pay the exercise price on employee stock options.

(b) The average price paid per share includes any broker commissions.

(c) For additional share repurchase program information, see Note 3 to the Consolidated Financial Statements included in Item 1. Financial Statements.

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Item 4. RESERVED

Item 5. OTHER INFORMATION

Not applicable.

Item 6. EXHIBITS

Exhibits
4.1	Amendment and Restatement Agreement, dated as of July 15, 2011, among Limited Brands, Inc., the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, under the Amended and Restated Five-Year Revolving Credit Agreement dated as of March 8, 2010 and as Collateral Agent under the loan documents.
15	Letter re: Unaudited Interim Financial Information re: Incorporation of Report of Independent Registered Public Accounting Firm.
31.1	Section 302 Certification of CEO.
31.2	Section 302 Certification of CFO.

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Exhibits
32	Section 906 Certification (by CEO and CFO).
99.1	Amendment to Schedule 13G regarding common stock of Express, Inc., dated as of July 28, 2011, jointly filed by each of Limited Brands, Inc., Intimate Brands, Inc., Intimate Brands Holding, LLC, Limited Brands Store Operations, Inc., EXP Investments, Inc., and American Apparel Investment.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

LIMITED BRANDS, INC.
(Registrant)
By:	/s/ STUART B. BURGDOERFER
	Stuart B. Burgdoerfer
	Executive Vice President and Chief Financial Officer *

Date: August 31, 2011

* Mr. Burgdoerfer is the principal financial officer and the principal accounting officer and has been duly authorized to sign on behalf of the Registrant.

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EX-4.1

Exhibit 4.1

AMENDMENT AND RESTATEMENT AGREEMENT dated as of July 15, 2011, among LIMITED BRANDS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., (a) in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”) under the Amended and Restated Five-Year Revolving Credit Agreement dated as of March 8, 2010 (the “Existing Revolving Credit Agreement”), among the Borrower, the lenders party thereto, and the Administrative Agent and (b) as Collateral Agent under the Loan Documents (in such capacity, the “Collateral Agent”).

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

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

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

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

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

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

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

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

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

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

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

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

(c) Subject to Section 4 below, effective on the Restatement Effective Date, each Existing Lender and New Lender shall be deemed to be a party to the Restated Revolving Credit Agreement, together with the Borrower, the Administrative Agent, the Collateral Agent and the Issuing Banks, and the Restated Revolving Credit Agreement shall govern the rights and obligations of the parties thereto with respect to the Commitments and the Revolving Credit Exposure; provided that the foregoing shall not be construed to discharge or release the Borrower from any obligations owed to any Existing Lender or Issuing Bank under the Existing Revolving Credit Agreement, which shall remain owing under the Restated Revolving Credit Agreement.

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

SECTION 4. Commitments and Revolving Credit Exposure; Certain Commitment Terminations and Reductions; Etc. (a) Effective upon the Restatement Effective Date (i) each Existing Lender and New Lender that, on or prior to 12 p.m. (New York City time) on July 15, 2011 (subject to extension by the Administrative Agent and the Borrower, the “Cutoff Time”), has executed and delivered to the Administrative Agent (or its counsel) a counterpart of this Agreement (or evidence thereof as contemplated by Section 6(a) below) shall be a Lender under the Restated Revolving Credit Agreement, and, in the case of each such Existing Lender, its Existing Commitment shall be a Commitment thereunder, (ii) each New Lender shall be a Lender thereunder with a Commitment not exceeding the amount specified in its commitment advice to the Administrative Agent, (iii) each Existing Lender that, on or prior to the Cutoff Time, has not executed and delivered to the Administrative Agent (or its counsel)

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a counterpart of this Agreement (or evidence thereof as contemplated by Section 6(a) below) shall cease to be a party to the Restated Credit Agreement, and its Existing Commitment, and its participation or obligation to acquire participations in Letters of Credit, shall terminate and (iv) each Lender shall have a participation or obligation to acquire a participation in each Letter of Credit equal to its Applicable Percentage thereof.

(b) Immediately after giving effect to the amendment and restatement of the Existing Revolving Credit Agreement on the Restatement Effective Date, if the aggregate amount of Commitments exceeds $1,000,000,000, then the Commitments shall be reduced by the amount of such excess. Any such reduction shall be allocated pro rata among the Lenders except as otherwise determined by the Administrative Agent based on indications from Lenders that do not wish to have their Commitments reduced and to give effect to any New Lenders.

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

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

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

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

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

(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.

3

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

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

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

(e) The Administrative Agent shall have received (i) all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under any Loan Document, (ii) all accrued and unpaid interest, commitment fees and participation fees under the Existing Credit Agreement and (iii) the prepayments, if any, required to be made pursuant to Section 7 hereof.

(f) The Collateral and Guarantee Requirement shall be satisfied. The Collateral Agent (or its counsel) shall have received, from each of the Borrower and the Subsidiaries that are parties to the Existing Collateral Agreement (and any other Material Subsidiaries that are required to become parties thereto in order to satisfy the Collateral and Guarantee Requirement), a counterpart of an amendment and restatement of the Existing Collateral Agreement substantially in the form of Exhibit C hereto signed on behalf of such party.

(g) 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.

(h) After giving effect to the transactions contemplated hereby, the total Commitments shall not be less than $1,000,000,000; provided that the condition set forth in this paragraph may be waived by the Borrower.

4

The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied (or waived by the Restatement Lenders) at or prior to 3:00 p.m., New York City time, on July 15, 2011 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).

SECTION 7. Prepayments. If, after giving effect to the transactions contemplated hereby on the Restatement Effective Date, there are any Existing Loans outstanding, then the Borrower shall, on the Restatement Effective Date, prepay all such Existing Loans (it being understood that such prepayment may be financed by a simultaneous borrowing of Revolving Loans in accordance with the Restated Revolving Credit Agreement). The undersigned Lenders hereby waive any requirement of prior notice of any such prepayment.

SECTION 8. Fees. The Borrower agrees to pay to the Administrative Agent, for the account of each Existing Lender or New Lender that becomes a Lender as of the Restatement Effective Date, a fee in an amount previously agreed. Such fees shall be due and payable on the Restatement Effective Date.

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

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

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

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

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

5

SECTION 13. Headings. The Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

6

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

LIMITED BRANDS, INC.,
By:	/s/ Stuart B. Burgdoerfer
	Name:	Stuart B. Burgdoerfer
	Title:	Executive Vice President and 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

LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF JULY 15, 2011, RELATING TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT REFERRED TO THEREIN AMONG LIMITED BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
BANK OF AMERICA, N.A.
By:	/s/ Thomas Kainamura
	Name:	Thomas Kainamura
	Title:	VP

LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF JULY 15, 2011, RELATING TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT REFERRED TO THEREIN AMONG LIMITED BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
The Huntington National Bank
[Name of Lender]
By:	/s/ Amanda M. Sigg
	Name:	Amanda M. Sigg
	Title:	Vice President

LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF JULY 15, 2011, RELATING TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT REFERRED TO THEREIN AMONG LIMITED BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
THE ROYAL BANK OF SCOTLAND PLC
By:	/s/ Tracy Rahn
	Name:	Tracy Rahn
	Title:	Director

LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF JULY 15, 2011, RELATING TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT REFERRED TO THEREIN AMONG LIMITED BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
Citibank, NA
[Name of Lender]
By:	/s/ Shannon Sweeney
	Name:	Shannon Sweeney
	Title:	Vice President

LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF JULY 15, 2011, RELATING TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT REFERRED TO THEREIN AMONG LIMITED BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
HSBC Bank USA, N.A.
By:	/s/ Grace Lee
	Name:	Grace Lee
	Title:	Vice President

LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF JULY 15, 2011, RELATING TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT REFERRED TO THEREIN AMONG LIMITED BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
The Bank of Nova Scotia
By:	/s/ Michelle C. Phillips
	Name:	Michelle C. Phillips
	Title:	Director

LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF JULY 15, 2011, RELATING TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT REFERRED TO THEREIN AMONG LIMITED BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
Keybank National Association
[Name of Lender]
By:	/s/ Marianne T. Meil
	Name:	Marianne T. Meil
	Title:	Senior Vice President

LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF JULY 15, 2011, RELATING TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT REFERRED TO THEREIN AMONG LIMITED BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
THE NORTHERN TRUST COMPANY
By:	/s/ Jeffrey P. Sullivan
	Name:	Jeffrey P. Sullivan
	Title:	Vice President

LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF JULY 15, 2011, RELATING TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT REFERRED TO THEREIN AMONG LIMITED BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
Wells Fargo Bank N.A.
By:	/s/ G. Lee Wagner Jr.
	Name:	G. Lee Wagner Jr
	Title:	Vice President

LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF JULY 15, 2011, RELATING TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT REFERRED TO THEREIN AMONG LIMITED BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
PNC Bank, National Association
By:	/s/ Thomas E. Redmond
	Name:	Thomas E. Redmond
	Title:	Senior Vice President

LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF JULY 15, 2011, RELATING TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT REFERRED TO THEREIN AMONG LIMITED BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
Standard Chartered Bank
[Name of Lender]
By:	/s/ James P. Hughes A2386
	Name:	James P. Hughes A2386
	Title:	Director
By:	/s/ Andrew Y. Ng
	Name:	Andrew Y. Ng
	Title:	Director

LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF JULY 15, 2011, RELATING TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT REFERRED TO THEREIN AMONG LIMITED BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
Fifth Third Bank
[Name of Lender]
By:	/s/ Michael J. Schaltz, Jr.
	Name:	Michael J. Schaltz, Jr.
	Title:	Vice President

LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF JULY 15, 2011, RELATING TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT REFERRED TO THEREIN AMONG LIMITED BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
SOVEREIGN BANK
By:	/s/ David Denlinger
	Name:	David Denlinger
	Title:	Senior Vice President

LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF JULY 15, 2011, RELATING TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT REFERRED TO THEREIN AMONG LIMITED BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
U.S Bank National Association
[Name of Lender]
By:	/s/ Frances W. Josephic
	Name:	Frances W. Josephic
	Title:	Vice President

LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF JULY 15, 2011, RELATING TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT REFERRED TO THEREIN AMONG LIMITED BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By:	/s/ Victor Pierzchalski
	Name:	Victor Pierzchalski
	Title:	Authorized Signatory
By:
	Name:
	Title:

LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF JULY 15, 2011, RELATING TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT REFERRED TO THEREIN AMONG LIMITED BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
Mizuho Corporate Bank, Ltd.
[Name of Lender]
By:	/s/ Yasuo Imaizumi
	Name:	Yasuo Imaizumi
	Title:	Deputy General Manager

LENDERS UNDER THE CREDIT AGREEMENT
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF JULY 15, 2011, RELATING TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT REFERRED TO THEREIN AMONG LIMITED BRANDS, INC., THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
TD Bank, N.A.
By:	/s/ Mark Hogan
	Name:	Mark Hogan
	Title:	Senior Vice President

EXHIBITS

Exhibits
Exhibit A	Amended and Restated Five -Year Revolving Credit Agreement
Exhibit B	Form of Opinion of Davis Polk & Wardwell LLP
Exhibit C	Amended and Restated Guarantee and Collateral Agreement

EXHIBIT A

AMENDED AND RESTATED

FIVE-YEAR REVOLVING CREDIT AGREEMENT

dated as of

July 15, 2011

Amending and Restating the

Five-Year Revolving Credit Agreement

dated as of October 6, 2004,

Previously Amended and Restated

as of November 5, 2004, March 22, 2006, August 3, 2007, February 19, 2009 and March 8, 2010

among

LIMITED BRANDS, INC.,

The Lenders Party Hereto

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Collateral Agent

J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

and CITIGROUP GLOBAL MARKETS, INC.,

as Joint Lead Arrangers and Joint Bookrunners

and

BANK OF AMERICA, N.A. and

CITICORP NORTH AMERICA, INC.,

as Co-Syndication Agents

and

HSBC BANK USA, N.A., and

WELLS FARGO BANK, N.A.

as Co-Documentation Agents

TABLE OF CONTENTS

	Page
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms		1
SECTION 1.02. Classification of Loans and Borrowings		20
SECTION 1.03. Terms Generally		20
SECTION 1.04. Accounting Terms; GAAP		21
ARTICLE II
THE CREDITS
SECTION 2.01. Commitments		21
SECTION 2.02. Loans and Borrowings		22
SECTION 2.03. Requests for Revolving Borrowings		22
SECTION 2.04. Competitive Bid Procedure		23
SECTION 2.05. Letters of Credit		25
SECTION 2.06. Funding of Borrowings		30
SECTION 2.07. Interest Elections		31
SECTION 2.08. Termination, Reduction and Increase of Commitments		32
SECTION 2.09. Repayment of Loans; Evidence of Indebtedness		33
SECTION 2.10. Prepayment of Loans		34
SECTION 2.11. Fees		34
SECTION 2.12. Interest		35
SECTION 2.13. Alternate Rate of Interest		37
SECTION 2.14. Increased Costs		37
SECTION 2.15. Break Funding Payments		39
SECTION 2.16. Taxes		39
SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Set-offs		42
SECTION 2.18. Mitigation Obligations; Replacement of Lenders		43
SECTION 2.19. Defaulting Lenders		45
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01. Corporate Existence and Power		46
SECTION 3.02. Corporate and Governmental Authorization; No Contravention		46
SECTION 3.03. Binding Effect		46
SECTION 3.04. Financial Information		46
SECTION 3.05. Litigation and Environmental Matters		47
SECTION 3.06. Subsidiaries		47

ii

SECTION 3.07. Not an Investment Company	48
SECTION 3.08. ERISA	48
SECTION 3.09. Taxes	48
SECTION 3.10. Disclosure	48
ARTICLE IV
CONDITIONS
SECTION 4.01. Intentionally Omitted	49
SECTION 4.02. Each Credit Event	49
ARTICLE V
COVENANTS
SECTION 5.01. Information	49
SECTION 5.02. Maintenance of Properties	51
SECTION 5.03. Maintenance of Insurance	52
SECTION 5.04. Preservation of Corporate Existence	52
SECTION 5.05. Inspection of Property, Books and Records	52
SECTION 5.06. Fixed Charge Coverage Ratio	52
SECTION 5.07. Debt to Consolidated EBITDA	52
SECTION 5.08. Limitations on Liens	53
SECTION 5.09. Compliance with Laws	54
SECTION 5.10. Limitations on Subsidiary Indebtedness	54
SECTION 5.11. Transactions with Affiliates	55
SECTION 5.12. Consolidations, Mergers and Sales of Assets	55
SECTION 5.13. Use of Proceeds	55
SECTION 5.14. Clean Down	55
SECTION 5.15. Information Regarding Collateral	55
SECTION 5.16. Collateral and Guarantee Requirement	56
SECTION 5.17. Investments	56
SECTION 5.18. Restricted Payments	57
SECTION 5.19. Restrictive Agreements	57
SECTION 5.20. Credit Ratings	58
SECTION 5.21. Prepayment Avoidance	58
ARTICLE VI
EVENTS OF DEFAULT AND REMEDIES
SECTION 6.01. Events of Default	58
SECTION 6.02. Remedies	62
SECTION 6.03. Notice of Default	62

iii

ARTICLE VII
THE AGENTS
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01. Notices	65
SECTION 8.02. Waivers; Amendments	65
SECTION 8.03. Expenses; Indemnity; Damage Waiver	66
SECTION 8.04. Successors and Assigns	68
SECTION 8.05. Survival	71
SECTION 8.06. Counterparts; Integration; Effectiveness	71
SECTION 8.07. Severability	72
SECTION 8.08. Right of Setoff	72
SECTION 8.09. Governing Law; Jurisdiction; Consent to Service of Process	72
SECTION 8.10. WAIVER OF JURY TRIAL	73
SECTION 8.11. Headings	73
SECTION 8.12. Confidentiality	73
SECTION 8.13. Interest Rate Limitation	74
SECTION 8.14. Collateral	74
SECTION 8.15. USA Patriot Act	74
Schedule 2.01 - Commitments
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 FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of July 15, 2011, 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 July 15, 2011 (the “Restatement Agreement”), relating to the Amended and Restated Five-Year Revolving Credit Agreement dated as of March 8, 2010 (the “Existing Credit Agreement”), among Limited Brands, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the Restatement Agreement, the Existing Credit Agreement is being amended and restated in the form hereof.

The parties hereto agree as follows:

ARTICLE I

Definitions

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

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

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

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

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

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

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

“Applicable Percentage” means, at any time, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment at such time. 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 payable hereunder in respect of Letters of Credit and commitment fees payable hereunder in respect of the Commitments, as the case may be, the applicable rate per annum set forth below under the caption “Eurodollar Spread”, “ABR Spread”, “Participation Fee Rate” or “Commitment Fee Rate”, as the case may be, based upon the Borrower’s Credit Ratings applicable on such date:

Credit Rating (Moody’s/S&P/Fitch):	Eurodollar Spread	ABR Spread	Commitment Fee Rate	LC Participation Fee Rate
Category 1 ³Baa2/BBB/BBB	1.25%	0.25%	0.25%	1.25%
Category 2 Baa3/BBB-/BBB-	1.50%	0.50%	0.30%	1.50%
Category 3 Ba1/BB+/BB+	1.75%	0.75%	0.325%	1.75%
Category 4 Ba2/BB/BB	2.25%	1.25%	0.40%	2.25%
Category 5 < Ba2/BB/BB	2.75%	1.75%	0.50%	2.75%

For purposes of the foregoing, (a) if any of S&P, Moody’s or Fitch 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 or agencies that do then have a Credit Rating for the Borrower in effect, (b) if each of S&P, Moody’s and Fitch has in effect a Credit Rating for the Borrower and such Credit Ratings shall fall within different Categories then the Applicable Rate shall be based on the Category in which two of such ratings shall fall or, if there shall be no such Category, on the Category in which the second highest of the ratings shall fall, (c) if only two of S&P, Moody’s and Fitch has in effect a Credit Rating for the Borrower and such Credit Ratings shall fall within different Categories then the Applicable Rate shall be based on the Category that is immediately above that which includes the lower of the two Credit Ratings, (d) if none of S&P, Moody’s or Fitch 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, (e) 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 (f) if the Credit Ratings established or deemed to have been established by any of S&P, Moody’s and Fitch for the Borrower shall be changed (other than as a result of a change in the rating system of S&P, Moody’s or Fitch), 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

2

change and ending on the date immediately preceding the effective date of the next such change. If the rating system of S&P, Moody’s or Fitch 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, the 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; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, promulgated or issued.

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

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

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

“Collateral Agreement” means the Guarantee and Collateral Agreement dated as of February 19, 2009, as amended and restated as of the Restatement Effective Date, among the Borrower, the Subsidiary Loan Parties and the Collateral Agent.

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

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

4

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

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

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

“Commitment” means, 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, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable.

“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

5

(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 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.

6

“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 (a) 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, and (b) for purposes of determining the Applicable Rate, in the case of Fitch, the “Issuer Default Rating” assigned by Fitch 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 reasonably 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 unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Default, shall be specifically identified in such writing) has not been satisfied, (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 generally under other agreements in which it commits to extend credit (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable Default, shall be specifically identified in such writing or public statement) cannot be satisfied), (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 (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt by the Administrative Agent of such confirmation), (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

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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, (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 and (iii) a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

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

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

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

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

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

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

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

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

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

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

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

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

“ETC Entity” means (i) any Person (including Easton Town Center, LLC) and MORSO Holding Co.) engaged primarily in the ownership, management, leasing, development or operation of real property located in or around the Columbus, Ohio Easton Shopping Center and (ii) any Person substantially all of the assets of which consist of equity interests in or debt of any Person described in clause (i).

“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 any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) income, franchise or similar Taxes imposed on (or measured by) such Recipient’s net income by the United States of America, (b) income, franchise or similar

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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, (d) in the case of a Lender (other than an assignee pursuant to a request by the Borrower under Section 2.18(b)), any U.S. federal withholding Tax that (i) is in effect and would apply to amounts payable to or for the account of such Lender under applicable law at the time such Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such 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 such withholding Tax pursuant to Section 2.16(a), or (ii) is attributable to such Lender’s failure to comply with Section 2.16(e) and (e) any U.S. federal Taxes imposed under FATCA.

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

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable with), and any current or future regulations or official interpretations thereof.

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

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

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

“Fitch” means Fitch, Inc.

“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 not a U.S. Person.

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

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

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

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

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

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

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

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

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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 (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Information Memorandum” means the Confidential Information Memorandum dated June 2011, prepared in connection with transactions contemplated by the Restatement Agreement.

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

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

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

“Interest Period” means (a) with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on (i) the date that is one or two weeks thereafter or (ii) the numerically corresponding day in the calendar month that is one, two, three or six months thereafter or, if available from all participating Lenders, nine or 12 months thereafter, in each case as the Borrower may elect and

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(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.

“Investment” has the meaning ascribed to such term in Section 5.17.

“IRS” means the United States Internal Revenue Service.

“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 Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

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

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount (or outstanding amount, in the case of a banker’s acceptance) of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any 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).

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

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

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

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

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

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

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

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“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 July 15, 2016.

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

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

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

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

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

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

“Participant Register” has the meaning set forth in Section 8.04(c)(iii).

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

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“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;

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.

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“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.

“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.

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

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

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

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

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

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

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

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

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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 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.

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

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

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“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 Baa3 and BBB- 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 Baa3 or BBB- 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 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 Basket Conditions” means, in respect of any Investment or Restricted Payment to be made in reliance on such conditions, the following conditions: (a) at the time of and after giving effect to such Investment or Restricted Payment, no Default shall have occurred and be continuing; (b) the ratio of (i) Consolidated Debt at the time of, and after giving effect to, such Investment or Restricted Payment (and any related incurrence of Indebtedness) to (ii) Consolidated EBITDA for the most recent period of four consecutive fiscal quarters for which financial statements are available and have been delivered pursuant to Section 5.01, is less than 3.00 to 1.00 and (c) if such Investment or Restricted Payment exceeds $50,000,000, the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer to the effect that the conditions specified in clauses (a) and (b) above are satisfied and setting forth in reasonable detail the calculations required to establish satisfaction of the condition set forth in clause (b) above.

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

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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.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“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.

“Withholding Agent” means any Loan Party and the Administrative Agent.

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 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.

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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 (a) for purposes of determining compliance with any provision of this Agreement, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in accounting for leases pursuant to GAAP resulting from the implementation of proposed Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010, or any successor proposal, (b) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification Topic 825, or any successor thereto, to value any Indebtedness of the Borrower or any Subsidiary at “fair value”, as defined therein and (c) 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. (a) 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 other Loans being made or Letters of Credit being issued on the same date and any concurrent repayment of Loans and reimbursement of LC Disbursements) will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the total Commitments.

(b) Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

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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 of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

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

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

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

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

(i) the aggregate amount of the requested Borrowing;

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

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(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 2.07.

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 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

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

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

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

SECTION 2.05. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit, in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the 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. Notwithstanding anything to the contrary contained in this Agreement, it is understood and agreed that, except as separately agreed between such Issuing Bank and the Borrower, no Issuing Bank shall have an obligation hereunder to issue any Letter of Credit.

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

(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

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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 the Borrower shall have received notice of such LC Disbursement; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Revolving Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each 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

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liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of any Issuing Bank; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof or such Issuing Bank’s failure to make an LC Disbursement under a Letter of Credit upon presentation to it of documents strictly complying with such Letter of Credit. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, such Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. Any Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice 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) with respect to ABR Revolving Loans and, if not so reimbursed on the date due pursuant to such paragraph (e), then from and including such date so due to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate provided in Section 2.12(c) with respect to ABR Revolving Loans. Interest accrued pursuant to this paragraph shall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any 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.

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(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 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

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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 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 (or, in the case of a Borrowing that is being made on same-day notice, prior to the time at which such Borrowing is required to be funded) 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.

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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.

(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.

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

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

SECTION 2.08. Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, 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 (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, if applicable, 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 Commitments hereunder, after giving effect to new Commitments and increases in existing Commitments pursuant to this paragraph, shall not exceed $1,250,000,000, (ii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the

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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 Interest 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.

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 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

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Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 8.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

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

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

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(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 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.

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(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 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.

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(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

(b) the Administrative Agent is advised by Lenders holding a majority of the Commitments (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 and (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 of 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

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

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

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

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(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 other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.10(b) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan or (e) the assignment of any Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event which, in the reasonable judgment of such Lender, such Lender (or an existing or prospective participant in a related Loan) incurred, 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) Each payment by any Loan Party under any Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

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

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

(d) Each Lender shall severally indemnify the Administrative Agent, within 10 days after written demand therefor, for the full amount of any Taxes (but, in the case of any Indemnified Taxes, only to the extent that the Loan Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so) attributable to such Lender that are paid or payable by the Administrative Agent in connection with any Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Excluded Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth and explaining in reasonable detail the amount of such payment or liability delivered to a Lender by the Administrative Agent shall be conclusive absent manifest error.

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

(f) (A) Any Foreign Lender that is entitled to an exemption from, or reduction of withholding Tax under the law of the United States of America, or any treaty to which the United States of America is a party, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), on or prior to the date of this Agreement (or, in the case of ay Lender that becomes a party to this Agreement pursuant to an Assignment and Assumption) either (a) two properly executed originals of Form W-8ECI or Form W-8BEN (or any successor forms) prescribed by the IRS or other documents satisfactory to the Borrower and the Administrative Agent, as the case may be, certifying (i) that all payments to be made to such Foreign Lender under the Loan Documents are exempt from United States withholding Taxes because such payments are effectively connected with the conduct by such Lender of a trade or business within the United States and are included in such Lender’s gross income or (ii) that all payments to be made to such Foreign Lender under the Loan Documents are completely exempt from Taxes or are subject to such Taxes at a reduced rate by an applicable Tax treaty, (b)(i) a certificate executed by such Lender certifying that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and that such Lender qualifies for the portfolio interest exemption under Section 881(c) of the Code, and (ii) two properly executed

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originals of IRS Form W-8BEN (or any successor form) or (c) in the case of a Foreign Lender that is not the beneficial owner of payments made under this Agreement (including a partnership or a participating Lender) (i) an IRS Form W-8IMY on behalf of itself and (ii) the relevant forms prescribed in this paragraph (f)(A) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided, however, that if the Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender may provide a certificate described in clause (b)(i) on behalf of such partners, in each case, certifying such Lender’s entitlement to an exemption from, or reduction of, United States Withholding Tax with respect to payments of interest to be made hereunder or under this Agreement or any other Loan Document. In the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party, the IRS W-8BEN shall (x) with respect to payments of interest under the Loan Documents, establish an exemption from U.S. federal Withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under the Loan Documents, establish an exemption from U.S. federal withholding Tax ;pursuant to the “business profits” or “other income” article of such tax treaty. Each Lender that is not a Foreign Lender shall deliver to the Borrower (with a copy to the Administrative Agent) two properly executed originals IRS Form W-9 (or any successor form). Each Lender agrees (but only to the extent it is legally entitled to do so) to provide the Borrower (with a copy to the Administrative Agent) with new forms prescribed by the IRS upon the expiration or obsolescence of any previously delivered form, after the occurrence of any event requiring a change in the most recent forms delivered by it to the Borrower and the Administrative Agent, or at any other time reasonably requested by Borrower.

(B) If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.16(f)(B), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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

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interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

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

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

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

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

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

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

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

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(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 Issuing Banks), which consents shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans) and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts, in each case payable to it by the Borrower hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.14, additional interest under Section 2.12(e) or payments required to be made pursuant to Section 2.16, such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

(c) If any Lender becomes a Defaulting Lender, then, and at any time thereafter while such Lender continues to be a Defaulting Lender, the Borrower may, in its sole discretion, terminate the Commitment of such Lender and prepay all Loans of such Lender then outstanding, together with interest thereon to the date of such prepayment; provided that such termination and prepayment shall be permitted only if, after giving effect thereto (including 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

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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 Defaulting Lender’s LC Exposure, provided that the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time) 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;

(c) no commitment fees or participation fees shall accrue for the account of or be payable to such Defaulting Lender; and

(d) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 8.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 8.02, require the consent of such Defaulting Lender in accordance with the terms hereof.

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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 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 2010, reported on by Ernst & Young LLP and set forth in the Borrower’s Annual Report on Form 10-K for Fiscal Year 2010, a copy of which has been delivered to each of the Lenders, and (ii) the first fiscal quarter of Fiscal Year 2011, certified by a Financial Officer, in each case

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

(b) From January 31, 2011 to the date hereof or any Test Date, there has been no material adverse change in the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries, considered as a whole.

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

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

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

SECTION 3.06. Subsidiaries. (a) Each of the Consolidated Subsidiaries is a corporation, limited liability company or partnership duly organized, validly existing and, to the extent applicable, in good standing under the laws of its jurisdiction of organization, and has all requisite 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 organized, existing or in good standing or to have such power and authority is not reasonably expected by the Borrower to have a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole.

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

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

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

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

SECTION 3.10. Disclosure. The 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.

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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 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);

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(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 (i) and (ii) above, a certificate of a Financial Officer (1) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Sections 5.06 and 5.07 on the date of such financial statements, (2) stating whether, to the best knowledge of such Financial Officer, any Default exists on the date of such certificate and, if any Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto, (3) except during a Release Period, stating that there are no Material Subsidiaries that have not satisfied the Collateral and Guarantee Requirement and (4) unless (x) if both rating agencies shall have a Credit Rating then in effect, the Credit Ratings are BBB- and Baa3 (in each case, with stable outlook) or better or (y) if only one rating agency shall have a Credit Rating then in effect, the Credit Rating from such rating agency is BBB- or Baa3 (in each case, with stable outlook) or better, stating the aggregate amount of Investments and Restricted Payments made in reliance on clause (g) of Section 5.17 and clause (d) of Section 5.18 during the preceding fiscal quarter and confirming that the Unrestricted Basket Conditions were satisfied with respect to each such Investment or Restricted Payment;

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

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

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

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

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(viii) if and when any executive officer of the Borrower or any Financial Officer obtains knowledge that any ERISA Affiliate (1) has given or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC, (2) has received notice of complete or partial withdrawal liability under Title IV of ERISA, a copy of such notice or (3) has received notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan, a copy of such notice;

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

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

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

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

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

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SECTION 5.03. Maintenance of Insurance. The Borrower will, and will cause each Consolidated Subsidiary to, insure and keep insured, with reputable insurance companies, so much of its properties and such of its liabilities for bodily injury or property damage, to such an extent and against such risks (including fire), as companies engaged in similar businesses customarily insure properties and liabilities of a similar character; or, in lieu thereof, the Borrower will maintain, or cause each Consolidated 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 1.75 to 1.00.

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 4.00 to 1.00.

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

(a) Permitted Encumbrances;

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

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

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

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

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

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

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

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

(d) Capital Lease Obligations.

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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.

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.

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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) the Credit Ratings are Ba1 and BB+ or worse, or (ii) either Credit Rating is Ba2 or BB or worse, then the Borrower will promptly, but in no event later than five Business Days thereafter, cause the Collateral and Guarantee Requirement to be satisfied.

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

SECTION 5.17. Investments. The Borrower will not, nor will the Borrower permit any Subsidiary Loan Party to, purchase, hold or acquire (including pursuant to any consolidation or merger with any Person that was not a Loan Party prior 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 (each of the foregoing being an “Investment”), except (a) those existing on February 19, 2009, (b) those made after February 19, 2009, in an aggregate amount not to exceed $100,000,000, (c) contributions by the Borrower or any Subsidiary Loan Party of Equity Interests in any Foreign Subsidiary to any other Foreign Subsidiary, (d) licenses by the Borrower or any Subsidiary Loan Party to any Consolidated Subsidiary that is not a Loan Party of intellectual property in the ordinary course of business, (e) transfers or licenses by the Borrower or any Subsidiary Loan Party to any Foreign Subsidiary of any intellectual property that is usable primarily, or for use primarily, outside of the United States, (f) accounts receivable held by a Loan Party arising out of the sale of inventory or provision of services, in each case in the ordinary course of business, to a Subsidiary that is not a Loan Party and (g) any other Investment if, at the time thereof and after giving effect thereto, the Unrestricted Basket Conditions are satisfied. Notwithstanding the foregoing, this Section shall not apply at any time, or

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to any Investment made at any time that (i) if both rating agencies shall then have a Credit Rating in effect, the Credit Ratings are Baa3 and BBB- (in each case, with stable outlook) or better or (ii) if only one rating agency shall then have a Credit Rating in effect, such Credit Rating is Baa3 or BBB- (in each case, with stable outlook), as applicable, or better. For the avoidance of doubt, an Investment made pursuant to either clause (g) of this Section 5.17 or the immediately preceding sentence of this Section 5.17 shall be permitted notwithstanding that the conditions set forth in such clause (g) or the immediately preceding sentence shall thereafter cease to be satisfied.

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

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

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

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

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

Notwithstanding the foregoing, this Section shall not apply at any time that (i) if both rating agencies shall then have a Credit Rating in effect, the Credit Ratings are Baa3 and BBB- (in each case, with stable outlook) or better or (ii) if only one rating agency shall then have a Credit Rating in effect, such Credit Rating is Baa3 or BBB- (in each case, with stable outlook), 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

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February 19, 2009 contained in any of the instruments, indentures and other agreements identified on Schedule 5.19 or any extension, renewal, supplement, amendment or other modification of any thereof or any additional such instrument, indenture or other agreement so long as, in each case, any such prohibition, restriction or condition contained therein is not more restrictive in any material respect than the prohibitions, restrictions and conditions contained in the instruments, indentures and other agreements identified on Schedule 5.19 as in effect on February 19, 2009, (c) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets to be sold, (d) the foregoing provisions relating to Liens shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement (other than secured Indebtedness permitted by clause (g) of Section 5.08) if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (e) the foregoing provisions relating to Liens shall not apply to customary provisions in leases restricting the assignment thereof.

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

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

ARTICLE VI

Events of Default and Remedies

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

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

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been incorrect in any material respect when made or deemed made, and, if the consequences of such representation or statement being incorrect shall be susceptible of remedy in all material respects, such consequences shall not be remedied in all material respects within 30 days after any executive officer of the Borrower or any Financial Officer first becomes aware of or is advised that such representation or statement was incorrect in a material respect;

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

(d) (i) the Borrower or any Consolidated Subsidiary shall fail to pay principal of or interest on any Material Indebtedness and the longer of any periods within which the Borrower or such Consolidated Subsidiary shall be allowed to cure such nonpayment shall have elapsed, or 10 days shall have passed since such failure, in either case without curing such nonpayment or (ii) any event or condition shall occur which enables the holder of any Material Indebtedness or any Person acting on such holder’s behalf to accelerate the maturity thereof, and the longer of any periods within which the Borrower or such Consolidated Subsidiary shall be allowed to cure such condition or event shall have elapsed, or 10 days shall have passed since the occurrence of such event or condition, in either case without curing such event or condition; provided no Default under this clause (d) shall be deemed to occur if (1) if at the time the relevant event or condition described in this clause (d) occurs, (A) if both rating agencies shall have a Credit Rating then in effect, the Credit Ratings are BBB- and Baa3 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 Baa3 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

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application against the Borrower or any Consolidated Subsidiary and continue undismissed for 30 days (or if such dismissal of such unauthorized proceedings cannot reasonably be obtained within such 30-day period, the Borrower or any Consolidated Subsidiary shall fail either to proceed with due diligence to seek to obtain dismissal within such 30-day period or to obtain dismissal within 60 days), (iii) authorize or file a voluntary petition in bankruptcy, suffer an order for relief under any Federal bankruptcy law, or apply for or consent (by admission of material allegations of a petition or otherwise) to the application of any bankruptcy, reorganization, arrangement, readjustment of debt, insolvency, dissolution, liquidation or other similar law of any jurisdiction, or authorize such application or consent, or proceedings to such end shall be instituted against the Borrower or any Consolidated Subsidiary without such authorization, application or consent which are not vacated within 30-days from the date thereof (or if such vacation cannot reasonably be obtained within such 30-day period, the Borrower shall fail either to proceed with due diligence to seek to obtain vacation within such 30-day period or to obtain vacation within 60 days), (iv) permit or suffer all or any substantial part of its properties to be sequestered, attached, or subjected to a Lien (other than a Lien expressly permitted by the exceptions to Section 5.08) through any legal proceeding or distraint which is not vacated within 30-days from the date thereof (or if such vacation cannot reasonably be obtained within such 30-day period, the Borrower shall fail either to proceed with due diligence to seek to obtain vacation within such 30 day period or to obtain vacation within 60 days), (v) generally not pay its debts as such debts become due or admit in writing its inability to do so, or (vi) conceal, remove, or permit to be concealed or removed, any material part of its property, with intent to hinder, delay or defraud its creditors or any of them; provided, however, that the foregoing events will not constitute an Event of Default if such events occur with respect to any Subsidiary which is: (1) a Consolidated Subsidiary not organized under the laws of any State of the United States, the District of Columbia or Canada or any province thereof and not engaged in the retail business, if the aggregate Value of the Borrower’s and all Consolidated Subsidiaries’ investments in and advances to such Consolidated Subsidiary and all such other Consolidated Subsidiaries to which these tests are being applied within a period of 18 months ending on the date of determination, does not exceed $100,000,000, and if at the time the relevant event or condition described in this clause (e) occurs, (A) both rating agencies shall have a Credit Rating then in effect, the Credit Ratings are BBB- and Baa3 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 Baa3 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

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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 Baa3 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 Baa3 or better and (C) the Borrower does not cease to have the Credit Ratings described in clause (A) or (B) above for reasons attributable to the relevant event or condition described in this clause (e); or (3) any Consolidated Subsidiary (other than a Subsidiary Loan Party) not engaged in the retail business, if the aggregate Value of the Borrower’s and all Consolidated Subsidiaries’ investments in and advances to such Consolidated Subsidiary and all other such Consolidated Subsidiaries to which these tests are being applied within a period of 18 months ending on the date of determination, does not exceed $25,000,000;

(f) the Borrower or any ERISA Affiliate shall fail to pay when due an amount or amounts aggregating in excess of $100,000,000 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.

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

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

ARTICLE VII

The Agents

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

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

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

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

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

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

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

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

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

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ARTICLE VIII

Miscellaneous

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

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

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

(c) if to an Issuing Bank, as applicable, to it at (i) JPMorgan Chase Bank, N.A., Attention of Mary McCormack (Telecopy No. (212) 552-5650), (ii) Citicorp North America, Inc., 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

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right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, any Issuing Bank and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.

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

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

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Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by either Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for either Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents.

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

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

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

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

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

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

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

(B) the Administrative Agent; and

(C) each Issuing Bank.

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

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

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(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;

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

(E) no assignment shall be made to the Borrower or any of its Affiliates.

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

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

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

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

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

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

(iii) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the

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Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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

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

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

71

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, 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.

72

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

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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.

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SCHEDULE 2.01

Commitments

Lender	Commitment
JPMORGAN CHASE BANK, N.A.	$	110,000,000.00
BANK OF AMERICA, N.A.	$	110,000,000.00
CITIBANK, NA	$	110,000,000.00
WELLS FARGO BANK N.A.	$	75,000,000.00
HSBC BANK USA, N.A.	$	75,000,000.00
KEYBANK NATIONAL ASSOCIATION	$	50,000,000.00
MIZUHO CORPORATE BANK, LTD.	$	50,000,000.00
THE ROYAL BANK OF SCOTLAND PLC	$	50,000,000.00
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.	$	50,000,000.00
U.S. BANK NATIONAL ASSOCIATION	$	50,000,000.00
PNC BANK, NATIONAL ASSOCIATION	$	35,000,000.00
SOVEREIGN BANK	$	35,000,000.00
THE HUNTINGTON NATIONAL BANK	$	35,000,000.00
THE BANK OF NOVA SCOTIA	$	35,000,000.00
FIFTH THIRD BANK	$	35,000,000.00
STANDARD CHARTERED BANK	$	35,000,000.00
TD BANK, N.A.	$	35,000,000.00
THE NORTHERN TRUST COMPANY	$	25,000,000.00
TOTAL	$	1,000,000,000.00

SCHEDULE 3.05

Disclosed Matters

The litigation referred to in Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2011.

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, LLC	Delaware	Yes
4.	Intimate Brands Holding, LLC	Delaware	Yes
5.	Intimate Brands, Inc.	Delaware	Yes
6.	Limited Brands Direct Fulfillment, Inc.	Delaware	Yes
7.	Limited Brands Service Company, LLC	Delaware	Yes
8.	Limited Store Planning, Inc.	Delaware	Yes
9.	Mast Industries, Inc.	Delaware	Yes
10.	Victoria’s Secret Direct Brand Management, LLC	Delaware	Yes
11.	Victoria’s Secret Stores Brand Management, Inc.	Delaware	Yes
12.	Victoria’s Secret Stores, LLC	Delaware	Yes
13.	Abco, LLC	Delaware	No
14.	American Apparel Investments, Inc.	Delaware	No
15.	American Licensing Group Limited Partnership	Delaware	No
16.	Aura Science, LLC	Delaware	No
17.	Bath & Body Works Direct, Inc.	Delaware	No
18.	Bath & Body Works GC, LLC	Ohio	No
19.	Bendelco, Inc.	Delaware	No
20.	Bigelow Merchandising, LLC	Delaware	No
21.	Brymark, Inc.	Delaware	No
22.	Distribution Land Corp.	Delaware	No
23.	EXP Investments, Inc.	Delaware	No
24.	Far West Factoring, LLC	Nevada	No
25.	Henri Bendel, Inc.	Delaware	No
26.	Independent Production Services, Inc.	Delaware	No
27.	Intermark Development Group, Inc.	Delaware	No
28.	Intimissimi GC, LLC	Ohio	No
29.	La Senza, Inc.	Delaware	No
30.	L.B.I. Holdings, Inc.	Nevada	No
31.	Limited (Overseas), Inc.	Delaware	No
32.	Limited Assets, Inc.	Delaware	No
33.	Limited Brand and Creative Services, Inc.	Delaware	No
34.	Limited Brands Direct Holding, Inc.	Delaware	No

	Subsidiary Name	Jurisdiction of Organization	Material Subsidiary as of the Restatement Effective Date (Yes/No)
42.	Limited Brands Direct Marketing, Inc.	Delaware	No
43.	Limited Brands Direct Media Production, Inc.	Delaware	No
44.	Limited Brands Sourcing, Inc.	Delaware	No
45.	Limited Brands Store Operations, Inc.	Delaware	No
46.	Limited Brands, Inc.	Delaware	No
47.	Limited Customs Services, Inc.	Delaware	No
48.	Limited Direct, Inc.	Delaware	No
49.	Limited Factoring Inc.	Nevada	No
50.	Limited Logistics Services, Inc.	Delaware	No
51.	Limited Marketing Corp.	Delaware	No
52.	Limited Marketing Services, Inc.	Delaware	No
53.	Limited Merchandising, Inc.	Delaware	No
54.	Limited New York, Inc.	Delaware	No
55.	Limited Overseas Finance, LLC	Delaware	No
56.	Limited Service Corporation II	Delaware	No
57.	Limited Specialties, Inc.	Delaware	No
58.	Limited Technology Services, Inc.	Delaware	No
59.	Lone Mountain Factoring, LLC	Nevada	No
60.	MA Holdings, Inc.	Nevada	No
61.	Mast Industries Sourcing, Inc.	Delaware	No
62.	Niacorp Commercial, Inc.	Nevada	No
63.	Oldco, Inc.	Delaware	No
64.	Overseas Holdings, Inc.	Delaware	No
65.	PENHAL Investments, Inc.	Delaware	No
66.	Slatkin & Co., Inc.	New York	No
67.	Victoria’s Secret Beauty Company	Delaware	No
68.	Victoria’s Secret Direct GC, LLC	Ohio	No
69.	Victoria’s Secret Direct New York, LLC	Delaware	No
70.	Victoria’s Secret Stores GC, LLC	Ohio	No

2

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 July 15, 2011, 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/Loans 2
$	$		%

Effective Date:                  , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].

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

2

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:

3

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.

2

EXHIBIT B

		New York Menlo Park Washington DC London Paris	Madrid Tokyo Beijing Hong Kong
Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017	212 450 4000 tel 212 701 5800 fax

July [ • ], 2011

To the Lenders and the Administrative Agent

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

        as Administrative Agent

383 Madison Avenue, 24th Floor

New York, NY 10179

Ladies and Gentlemen:

We have acted as special New York counsel for Limited Brands, Inc., a Delaware corporation (the “Company”), in connection with the Amendment and Restatement Agreement dated as of the date hereof (the “Amendment and Restatement”) in respect of the Amended and Restated Five-Year Revolving Credit Agreement (the “Existing Revolving Credit Agreement” and, as amended and restated pursuant to the Amendment and Restatement, the “Amended and Restated Revolving Credit Agreement”) dated as of March 8, 2010 among the Company, the lenders party thereto on the date hereof (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”). Terms defined in the Amended and Restated Revolving Credit Agreement and not otherwise defined herein are used herein as therein defined.

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

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

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

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

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

The Administrative Agent July [•], 2011

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

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

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

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

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

(ii) We express no opinion as to (a) the effect of fraudulent conveyance, fraudulent transfer or similar provisions of applicable law on the conclusions expressed above or (b) any provision of any Loan Document that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provisions of applicable law by limiting the amount of any Loan Party’s obligations.

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

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

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

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

(vii) We express no opinion as to provisions in the Loan Documents that purport to create rights of set-off in favor of participants or that provide for set-off to be made otherwise than in accordance with applicable laws.

(viii) We have assumed that (a) the Company was validly existing and in good standing at the time of its execution and delivery of the Restatement Agreement (as defined in the Existing Revolving Credit Agreement) (the “Existing Restatement Agreement”), (b) at the time of the

2

The Administrative Agent July [•], 2011

execution and delivery of the Existing Restatement Agreement, the execution and delivery by the Company of the Existing Restatement Agreement and the performance by the Company of the Existing Revolving Credit Agreement were within its corporate powers and had been duly authorized by all necessary corporate action and did not contravene its certificate of incorporation or bylaws, (c) the Existing Restatement Agreement was executed and delivered by the Company and (d) the execution, delivery and performance by the Company of the Existing Restatement Agreement, and the performance by the Company of the Existing Revolving Credit Agreement, did not contravene, or constitute a default under, any law, rule or regulation or any order, injunction, decree, agreement, contract or instrument to which it was a party or by which it is bound.

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

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

            Very truly yours,

3

Schedule I

Specified Agreements

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

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

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

4. Third Supplemental Indenture to the 1988 Indenture dated as of May 4, 2010 between the Company and The Bank of New York Trust Company, N.A., as Trustee.

5. Fourth Supplemental Indenture to the 1988 Indenture dated as of January 29, 2011 between the Company and The Bank of New York Trust Company, N.A., as Trustee.

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

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

EXHIBIT C

AMENDED AND RESTATED

GUARANTEE AND COLLATERAL AGREEMENT

dated as of

July 15, 2011,

Amending and Restating the

Guarantee and Collateral Agreement

dated as of February 19, 2009,

Previously Amended as of July 10, 2009

among

LIMITED BRANDS, INC.,

THE SUBSIDIARIES OF LIMITED BRANDS, INC.

IDENTIFIED HEREIN

and

JPMORGAN CHASE BANK, N.A.,

as Collateral Agent

TABLE OF CONTENTS

ARTICLE I
Definitions
SECTION 1.01. Defined Terms	1
SECTION 1.02. Other Defined Terms	1
ARTICLE II
Guarantee
SECTION 2.01. Guarantee	7
SECTION 2.02. Guarantee of Payment; Continuing Guarantee	7
SECTION 2.03. No Limitations	7
SECTION 2.04. Reinstatement	8
SECTION 2.05. Agreement To Pay; Subrogation	8
SECTION 2.06. Information	8
ARTICLE III
Pledge of Securities
SECTION 3.01. Pledge	9
SECTION 3.02. Representations, Warranties and Covenants	9
SECTION 3.03. Voting Rights; Dividends and Interest	10
SECTION 3.04. Existing Indentures	11
ARTICLE IV
Security Interests in Personal Property
SECTION 4.01. Security Interest	12
SECTION 4.02. Representations and Warranties	13
SECTION 4.03. Covenants	14
SECTION 4.04. Commercial Tort Claims	16
ARTICLE V
Remedies
SECTION 5.01. Remedies Upon Default	16
SECTION 5.02. Application of Proceeds	18
SECTION 5.03. Grant of License to Use Intellectual Property	19
SECTION 5.04. Securities Act	19

SECTION 5.05. Registration	20
ARTICLE VI
Indemnity, Subrogation and Subordination
SECTION 6.01. Indemnity and Subrogation	21
SECTION 6.02. Contribution and Subrogation	21
SECTION 6.03. Subordination	21
ARTICLE VII
Miscellaneous
SECTION 7.01. Notices	22
SECTION 7.02. Waivers; Amendment	22
SECTION 7.03. Collateral Agent’s Expenses; Indemnification	22
SECTION 7.04. Successors and Assigns	22
SECTION 7.05. Survival of Agreement	23
SECTION 7.06. Counterparts; Effectiveness; Several Agreement	23
SECTION 7.07. Severability	23
SECTION 7.08. Right of Set-Off	24
SECTION 7.09. Governing Law; Jurisdiction; Consent to Service of Process	24
SECTION 7.10. WAIVER OF JURY TRIAL	24
SECTION 7.11. Headings	25
SECTION 7.12. Security Interest Absolute	25
SECTION 7.13. Termination or Release	25
SECTION 7.14. Additional Subsidiaries	26
SECTION 7.15. Collateral Agent Appointed Attorney-in-Fact	26
SECTION 7.16. Collateral Agent	27
SECTION 7.17. Existing Collateral Agreement	27

Schedules

Schedule I Subsidiary Parties

Exhibits

Exhibit I	Form of Supplement
Exhibit II	Form of Perfection Certificate

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT dated as of July 15, 2011, among LIMITED BRANDS, INC., the Subsidiaries from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Collateral Agent.

Reference is made to the Amended and Restated Five-Year Revolving Credit Agreement dated as of February 19, 2009 (as amended and as currently in effect, the “Existing Credit Agreement”), among Limited Brands, Inc. (the “Borrower”), the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. Subject to the terms and conditions set forth in the Amendment and Restatement Agreement, dated as of July 15, 2011 (the “Restatement Agreement”), among the Borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative and collateral agent, the Lenders have agreed to amend and restate the Existing Credit Agreement (as so amended and restated, and as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The amendment and restatement of the Existing Credit Agreement is conditioned upon, among other things, the execution and delivery of this Agreement, which amends and restates the existing Collateral Agreement as defined in the Existing Credit Agreement (the “Existing Collateral Agreement”). The Subsidiary Parties are subsidiaries of the Borrower, will derive substantial benefits from the amendment and restatement of the Existing Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to consent thereto. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. (a) Each capitalized term used but not defined herein shall have the meaning or meanings specified in the Credit Agreement. Each term defined in the New York UCC and not defined in this Agreement shall have the meaning specified therein. The term “instrument” shall have the meaning specified in Article 9 of the New York UCC.

(b) The rules of construction specified in Sections 1.03 and 1.04 of the Credit Agreement also apply to this Agreement.

SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Account Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

“Agents” means the Administrative Agent under the Credit Agreement and the Collateral Agent.

“Article 9 Collateral” has the meaning assigned to such term in Section 4.01.

“Borrower” has the meaning assigned to such term in the introductory paragraph to this Agreement.

“Collateral” means Article 9 Collateral and Pledged Collateral.

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

“Contributing Party” has the meaning assigned to such term in Section 6.02.

“Copyright License” means any written agreement, now or hereafter in effect, granting to any third party any right now or hereafter in existence under any Copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any Copyright now or hereafter owned by any third party, or that a third party now or hereafter otherwise has the right to license and all rights of such Grantor under any such agreement.

“Copyrights” means, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (or any similar office in any other country).

“Credit Agreement” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Excluded Property” means (a) any aircraft, motor vehicle, Fixture or Deposit Account and (b) any Intellectual Property that is usable primarily, or for use primarily, outside of the United States; provided that the treatment of Deposit Accounts as “Excluded Property” shall not be construed to result in Proceeds of Collateral being treated as “Excluded Property”.

“Existing Credit Agreement” has the meaning assigned to such term in the introductory paragraph to this Agreement.

“Existing Collateral Agreement” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Existing Indentures” means (a) the Indenture dated as of March 15, 1988, between Limited Brands, Inc. (f/k/a The Limited, Inc.) and The Bank of New York, as Trustee as supplemented by the First Supplemental Indenture dated as of May 31, 2005 to the 1988 Indenture, among Limited Brands, Inc. (f/k/a The Limited, Inc.), The Bank of New York, as Resigning Trustee, and The Bank of New York Trust Company, N.A., as

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Successor Trustee, the Second Supplemental Indenture dated as of July 17, 2007 to the 1988 Indenture, between Limited Brands, Inc. (f/k/a The Limited, Inc.) and The Bank of New York Trust Company, N.A., as Trustee, the Third Supplemental Indenture dated as of May 4, 2010 to the 1988 Indenture, between Limited Brands, Inc. (f/k/a The Limited, Inc.) and The Bank of New York Mellon Trust Company, N.A. (f/k/a The Bank of New York Trust Company, N.A.), as Trustee and the Fourth Supplemental Indenture dated as of January 29, 2011 to the 1998 Indenture, between Limited Brands, Inc. (f/k/a The Limited, Inc.) and The Bank of New York Mellon Trust Company, N.A. (f/k/a The Bank of New York Trust Company, N.A.), as Trustee (the “1988 Indenture”), (b) the Indenture dated as of February 19, 2003, between Limited Brands, Inc. and The Bank of New York, as Trustee (the “2003 Indenture”) and (c) the Indenture dated as of June 19, 2009, among Limited Brands, Inc., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “2009 Indenture”).

“Existing LC Obligations” means any obligations of the Borrower or any Consolidated Subsidiary in respect of any letters of credit (or any bankers acceptances resulting therefrom) outstanding on the Restatement Effective Date that were issued by any Lender or any Affiliate of a Lender, and identified to the Collateral Agent and the Borrower within three Business Days after the Restatement Effective Date.

“Federal Securities Laws” has the meaning assigned to such term in Section 5.04.

“Grantors” means the Borrower and the Subsidiary Parties.

“Guarantors” means the Borrower (except with respect to obligations of the Borrower) and the Subsidiary Parties.

“Intellectual Property” means all intellectual and similar property of every kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, domain names, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

“License” means any Patent License, Trademark License, Copyright License or other license or sublicense agreement to which any Grantor is a party.

“Loan Document Obligations” means (a) the due and punctual payment by the Borrower of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans made under the Credit Agreement, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon

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and obligations to provide cash collateral, and (iii) all other monetary obligations of the Borrower to any of the Secured Parties under the Credit Agreement and each of the other Loan Documents, including obligations to pay fees, expenses reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other obligations of the Borrower under or pursuant to the Credit Agreement and each of the other Loan Documents, and (c) the due and punctual payment and performance of all the obligations of each other Loan Party under or pursuant to this Agreement and each of the other Loan Documents (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding).

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“OA Payment Obligations” has the meaning assigned to such term in the definition of “Open Account Agreement”.

“Obligations” means (a) Loan Document Obligations, (b) any obligations of the Borrower or any Subsidiary in respect of overdrafts and related liabilities owed to a Lender or an Affiliate of a Lender arising from treasury, depository or cash management services, (c) the due and punctual payment and performance of all obligations of the Borrower and each Subsidiary under each Hedging Agreement that (i) is in effect on the Restatement Effective Date with a counterparty that is a Lender or an Affiliate of a Lender as of the Restatement Effective Date or (ii) is entered into after the Restatement Effective Date with any counterparty that is a Lender or an Affiliate of a Lender at the time such Hedging Agreement is entered into, (d) any OA Payment Obligations; provided that the aggregate amount of OA Payment Obligations included in the “Obligations” at any time shall not exceed $200,000,000 and (e) any Separate LC Obligations; provided that the aggregate principal amount of Separate LC Obligations (including contingent reimbursement obligations in respect of undrawn amounts under any outstanding letters of credit) included in the “Obligations” at any time shall not exceed $200,000,000. In the event that the aggregate amount of OA Payment Obligations exceeds $200,000,000, or the aggregate principal amount of Separate LC Obligations exceeds $200,000,000, the portion of the OA Payment Obligations or Separate LC Obligations, as applicable, included in the “Obligations” shall be determined based on the chronological order in which such OA Payment Obligations or Separate LC Obligations (or the commitment to incur such OA Payment Obligation or Separate LC Obligations) arose.

“Open Account Agreement” means any agreement between or among a Lender or any of its Affiliates and the Borrower or any Subsidiary, as identified to the Collateral Agent as an “Open Account Agreement” for purposes of this Agreement by the Borrower from time to time, pursuant to which the Borrower or such Subsidiary has committed to pay such Lender or its Affiliates (a) amounts on account of any account receivable purchased by such Lender or its Affiliates from certain vendors of the Borrower and its Consolidated Subsidiaries, (b) the amount of any overdrafts created by such Lender or its Affiliates to pay vendors other than those referred to in clause (a) above, and (c) certain processing fees thereunder (the obligations to pay the amounts referred to in clauses (a), (b) and (c), collectively, the “OA Payment Obligations”).

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“Patent License” means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a Patent, now or hereafter owned by any Grantor or that any Grantor now or hereafter otherwise has the right to license, or granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.

“Patents” means with respect to any Person all of the following now owned or hereafter acquired by such Person: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Perfection Certificate” means a certificate substantially in the form of Exhibit II, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by a Financial Officer and the chief legal officer of the Borrower.

“Permitted Liens” means Liens permitted under Sections 5.08(a), (b), (c), (d), (f) or (g) of the Credit Agreement.

“Pledged Collateral” has the meaning assigned to such term in Section 3.01.

“Pledged Debt Securities” has the meaning assigned to such term in Section 3.01.

“Pledged Equity Interests” has the meaning assigned to such term in Section 3.01.

“Pledged Securities” means any promissory notes, stock certificates, unit certificates, or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.

“Required Secured Parties” 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.

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“Secured Parties” means (a) the Lenders, (b) the Agents, (c) the Issuing Banks (d) each provider of treasury, depository or cash management services the liabilities in respect of which constitute Obligations, (e) each counterparty to any Hedging Agreement with the Borrower or any Subsidiary the obligations under which constitute Obligations, (f) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document, (g) each Lender or Affiliate of a Lender party to any Open Account Agreement or that is an issuer of a letter of credit the obligations in respect of which are Separate LC Obligations and (h) the successors and assigns of each of the foregoing.

“Security Interest” has the meaning assigned to such term in Section 4.01(a).

“Separate LC Obligations” means obligations of the Borrower or any Subsidiary owed to a Lender or an Affiliate of a Lender in respect of any letter of credit (other than a Letter of Credit issued under the Credit Agreement) issued by such Lender or Affiliate of a Lender for the account of the Borrower or such Subsidiary (as identified to the Collateral Agent as a letter of credit that represents a “Separate LC Obligation” for purposes of this Agreement by the Borrower from time to time), including (a) each payment required to be made by the Borrower or such Subsidiary, as applicable, in respect of such letter of credit, when and as due, including payments in respect of reimbursement of disbursements and interest thereon and (b) fees, expense reimbursement obligations and indemnification obligations owed by the Borrower or such Subsidiary, as applicable, in respect of or relating to such letter of credit.

“Subsidiary Parties” means (a) the Subsidiaries identified on Schedule I and (b) each other Subsidiary that becomes a party to this Agreement after the Restatement Effective Date.

“Trademark License” means any written agreement, now or hereafter in effect, granting to any third party any right to use any Trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any Trademark now or hereafter owned by any third party or that a third party now or hereafter otherwise has the right to license, and all rights of any Grantor under any such agreement.

“Trademarks” means, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.

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ARTICLE II

Guarantee

SECTION 2.01. Guarantee. Each Guarantor irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to the Borrower or any Subsidiary of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.

SECTION 2.02. Guarantee of Payment; Continuing Guarantee. Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the Collateral Agent or any other Secured Party to any security held for the payment of the Obligations or to any balance of any deposit account or credit on the books of the Collateral Agent or any other Secured Party in favor of the Borrower, any other party, or any other Person. Each Guarantor agrees that its guarantee hereunder is continuing in nature and applies to all Obligations, whether currently existing or hereafter incurred.

SECTION 2.03. No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.13 or the indefeasible payment in full in cash of the Obligations, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations, or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Party for the Obligations or any of them; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each

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Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder.

(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or any Subsidiary or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any Subsidiary, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any Subsidiary or exercise any other right or remedy available to them against the Borrower or any Subsidiary, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any Subsidiary, as the case may be, or any security.

SECTION 2.04. Reinstatement. Each of the Guarantors agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Collateral Agent or any other Secured Party upon the bankruptcy or reorganization of the Borrower, any Subsidiary or otherwise.

SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any Subsidiary to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any sums to the Collateral Agent as provided above, all rights of such Guarantor against the Borrower or any Subsidiary arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VI.

SECTION 2.06. Information. Each Guarantor (a) assumes all responsibility for being and keeping itself informed of the Borrower’s and each Subsidiary’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and (b) agrees that none of the Collateral Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

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ARTICLE III

Pledge of Securities

SECTION 3.01. Pledge. Subject to Section 3.04, as security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(i) the shares of capital stock and other Equity Interests owned by it, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b)(i) the debt securities owned by it, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing all such debt securities (the “Pledged Debt Securities”); (c) subject to Section 3.03, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.03, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

SECTION 3.02. Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

(a) except for the security interests granted hereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities, (ii) holds the same free and clear of all Liens, other than Liens created by this Agreement, Permitted Liens and transfers made in compliance with the Credit Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens created by this Agreement, Permitted Liens and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and Permitted Liens), however arising, of all Persons whomsoever;

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(b) except for restrictions and limitations imposed by the Loan Documents, the agreements, instruments and documents governing or entered into in connection with secured indebtedness permitted under Section 5.08(g) of the Credit Agreement or securities laws generally, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;

(c) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;

(d) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);

(e) by virtue of the execution and delivery by the Grantors of this Agreement, the Collateral Agent will obtain (i) a legal and valid lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations and (ii) subject to the filings described in Section 4.02(b), a perfected security interest in all Pledged Securities in which a security interest may be perfected by filing of a Uniform Commercial Code financing statement (or analogous document) in the United States (or any political subdivision thereof) and its territories and possessions; and

(f) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.

SECTION 3.03. Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified the Grantors that their rights under this Section 3.03 are being suspended:

(i) each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; and

(ii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws.

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(b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(ii) of this Section 3.03, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(ii) of this Section 3.03 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 3.03 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.02. After all Events of Default have been cured or waived and the Borrower has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(ii) of this Section 3.03 and that remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 3.03, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 3.03, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, provided that, unless otherwise directed by the Required Secured Parties, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights.

(d) Any notice given by the Collateral Agent to the Grantors suspending their rights under paragraph (a) of this Section 3.03 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(ii) in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s right to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

SECTION 3.04. Existing Indentures. Notwithstanding any provision herein to the contrary, none of the Collateral, the Pledged Collateral or the Article 9 Collateral shall include any “Voting Stock” of any “Significant Subsidiary” within the meaning of Section 504 of the 1988 Indenture, Section 5.04 of the 2003 Indenture and Section 4.04 of the 2009 Indenture, as in effect on the date hereof.

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ARTICLE IV

Security Interests in Personal Property

SECTION 4.01. Security Interest. (a) Subject to Section 3.04, as security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title and interest in and to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all Documents;

(iv) all Equipment;

(v) all General Intangibles;

(vi) all Instruments;

(vii) all Inventory;

(viii) all Investment Property;

(ix) Letter-of-Credit rights;

(x) Commercial Tort Claims included in the Article 9 Collateral pursuant to Section 4.04;

(xi) all books and records pertaining to the Article 9 Collateral; and

(xii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing.

(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (other than fixture filings or other filings required to be made in any real estate recording office) with respect to the Article 9 Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement (other than a fixture filing or other filing required to be made in any real estate recording office) or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request.

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Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements (other than fixture filings or other filings required to be made in any real estate recording office) or amendments thereto if filed prior to the date hereof.

(c) The Security Interest and the security interests granted pursuant to Article III are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

(d) Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to (i) any contract or agreement to which a Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (A) the unenforceability of any right of the Grantor therein or (B) a breach or termination pursuant to the terms of, or a default under, any such contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law or principles of equity), provided, however, with respect to any contract or agreement described in clause (i) of this paragraph (d), that such security interest shall attach immediately at such time as the condition causing such unenforceability shall be remedied and, to the extent severable, shall attach immediately to any portion of such contract or agreement that does not result in any of the consequences specified in subclauses (A) or (B) of this paragraph (d) including, any Proceeds of such contract or agreement, (ii) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (iii) any Excluded Property.

(e) Notwithstanding anything herein to the contrary, any Security Interest in any Intellectual Property shall be subordinate to any license thereof (other than a license to a Loan Party) permitted under the Credit Agreement.

SECTION 4.02. Representations and Warranties. The Grantors jointly and severally represent and warrant to the Collateral Agent and the Secured Parties that:

(a) Each Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.

(b) (i) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein, including the exact legal name of each Grantor, is correct and complete as of the Restatement Effective Date and (ii) the Uniform Commercial Code financing statements prepared by the Collateral Agent based

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upon the information provided to the Collateral Agent in the Perfection Certificate for filing in each governmental office specified in Schedule 2 to the Perfection Certificate (or specified by notice from the Borrower to the Collateral Agent after the Restatement Effective Date in the case of filings required by Section 5.16 of the Credit Agreement), are all the filings, recordings and registrations that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by the filing of a Uniform Commercial Code financing statement (or analogous document), other than a fixture filing or other filing required to be made in any real estate recording office, in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration of such a financing statement is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements.

(c) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performance of the Obligations and (ii) subject to the filings described in Section 4.02(b), a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than Permitted Encumbrances and Liens expressly permitted to be prior to the Security Interest pursuant to clause (b), (c) or (d) of Section 5.08 of the Credit Agreement.

(d) The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens created under this Agreement and Permitted Liens. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Article 9 Collateral, (ii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Article 9 Collateral with the United States Patent and Trademark Office or the United States Copyright Office or (iii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except (x) in each case, for Liens expressly permitted pursuant to Section 5.08 of the Credit Agreement and (y) in the case of subclauses (ii) and (iii) above, filings made in connection with transfers and licenses not prohibited by the Credit Agreement.

SECTION 4.03. Covenants. (a) Each Grantor shall, at its own expense, take any and all actions necessary to defend title to all material portions of the Article 9 Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien not permitted pursuant to Section 5.08 of the Credit Agreement.

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(b) Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements or other documents in connection herewith or therewith; provided that (i) no filings shall be required other than the filing of UCC financing statements (other than fixture filings and other filings required to be made in any real estate recording office), (ii) except as set forth in Section 5.01 following the occurrence and during the continuation of an Event of Default, no Grantor shall be required to deliver Instruments, Chattel Paper or Securities to any Person and (iii) no Grantor shall be required to enter into any control agreement or similar agreement.

(c) The Collateral Agent and such Persons as the Collateral Agent may reasonably designate shall have the right, at the Grantors’ own cost and expense, to inspect the Article 9 Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Article 9 Collateral is located, to discuss the Grantors’ affairs with the officers of the Grantors and their independent accountants and to verify under reasonable procedures, in accordance with Section 5.05 of the Credit Agreement, the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Article 9 Collateral, including, in the case of Accounts or Article 9 Collateral in the possession of any third party, if an Event of Default shall have occurred and be continuing, by contacting Account Debtors or the third party possessing such Article 9 Collateral for the purpose of making such a verification. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party.

(d) At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 5.08 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization, provided that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

(e) Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

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(f) None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of the Article 9 Collateral or shall grant any other Lien in respect of the Article 9 Collateral, except as permitted by the Credit Agreement. None of the Grantors shall make or permit to be made any transfer of the Article 9 Collateral, except that the Grantors may use and dispose of the Article 9 Collateral in any lawful manner not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document.

(g) The Grantors, at their own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to the Inventory and Equipment in accordance with the requirements set forth in Section 5.03 of the Credit Agreement. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or to pay any premium in whole or part relating thereto, the Collateral Agent may, without waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent deems advisable. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Collateral Agent and shall be additional Obligations secured hereby.

SECTION 4.04. Commercial Tort Claims. If requested by the Collateral Agent, a Grantor shall promptly deliver to the Collateral Agent a writing signed by such Grantor, including a summary description of any Commercial Tort Claim identified by the Collateral Agent as to which such Grantor has filed a complaint or counterclaim in which it has claimed an amount greater than $100,000,000 (or has made a claim in an amount that is not specified, but that the Collateral Agent reasonably believes, in consultation with the Borrower, will exceed $100,000,000), and grant to the Collateral Agent in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent.

ARTICLE V

Remedies

SECTION 5.01. Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right to take any of or all the following actions at the same or different times: (a) with respect to any Article 9 Collateral consisting of

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Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the applicable Grantors to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Article 9 Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and (b) with or without legal process and with or without prior notice or demand for performance, to take possession of the Article 9 Collateral and without liability for trespass, but without breach of the peace, to enter any premises where the Article 9 Collateral may be located for the purpose of taking possession of or removing the Article 9 Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. Each such purchaser at any sale of Collateral shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale

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made pursuant to this Agreement, subject to the Collateral Agent’s consent, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any Obligation then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 5.01 shall be deemed, to the fullest extent permitted under applicable law, to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

SECTION 5.02. Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows:

FIRST, to the payment of all costs and expenses incurred by the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document;

SECOND, to the payment in full of the Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and

THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Collateral Agent shall have, to the fullest extent permitted under applicable law, absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding),

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the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

SECTION 5.03. Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, upon the occurrence and during the continuation of an Event of Default, provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

SECTION 5.04. Securities Act. In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, to

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the fullest extent permitted under applicable law, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section 5.04 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

SECTION 5.05. Registration. Each Grantor agrees that, upon the occurrence and during the continuance of an Event of Default, if for any reason the Collateral Agent desires to sell any of the Pledged Collateral (the issuer in respect of which is a Consolidated Subsidiary) at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Collateral to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Collateral. Each Grantor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective affiliates and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Grantor or the issuer of such Pledged Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Grantor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Collateral to qualify, file or register, any of the Pledged Collateral under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Grantor will bear all costs and expenses of carrying out its obligations under this Section 5.05. Each Grantor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 5.05 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 5.05 may be specifically enforced.

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ARTICLE VI

Indemnity, Subrogation and Subordination

SECTION 6.01. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 6.03), the Borrower agrees that (a) in the event a payment in respect of any obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part an Obligation owed to any Secured Party, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

SECTION 6.02. Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than the Borrower) shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment.

SECTION 6.03. Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors and Grantors under Sections 6.01 and 6.02 and all other rights of the Guarantors and Grantors of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of the Borrower or any Guarantor or Grantor to make the payments required by Sections 6.01 and 6.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor or Grantor with respect to its obligations hereunder, and each Guarantor and Grantor shall remain liable for the full amount of the obligations of such Guarantor or Grantor hereunder.

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(b) Each Guarantor and Grantor hereby agrees that, in any bankruptcy, insolvency or other similar proceeding or at any time that remedies are being exercised hereunder in respect of an Event of Default that has occurred and is continuing, all Indebtedness and other monetary obligations owed by it to any other Guarantor, Grantor or any other Consolidated Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.

ARTICLE VII

Miscellaneous

SECTION 7.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 8.01 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Party shall be given to it in care of the Borrower as provided in Section 8.01 of the Credit Agreement.

SECTION 7.02. Waivers; Amendment. (a) No failure or delay by any Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document 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 Collateral Agent, any Issuing Bank and the Lenders hereunder and under the other Loan Documents 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 any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.02, 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 Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(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 Collateral Agent (with the written consent of the Required Secured Parties) and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply.

SECTION 7.03. Collateral Agent’s Expenses; Indemnification. The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder and to indemnification, in each case as provided in Section 8.03 of the Credit Agreement.

SECTION 7.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor, Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

22

SECTION 7.05. Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders 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 Lender or on its behalf and notwithstanding that the Collateral 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 under the Credit Agreement, 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 any Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.

SECTION 7.06. Counterparts; Effectiveness; Several Agreement. 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. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

SECTION 7.07. 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.

23

SECTION 7.08. Right of Set-Off. If an 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 any Guarantor against any of and all the obligations of such Guarantor now or hereafter existing under this Agreement owed to such Lender.

SECTION 7.09. 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) Each of the Loan Parties 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 this Agreement or any other 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 this Agreement or any other Loan Document shall affect any right that any Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor, Guarantor, or their respective properties in the courts of any jurisdiction.

(c) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 7.09. 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 7.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 7.10. 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 THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY

24

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 7.10.

SECTION 7.11. 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 7.12. Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor and Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor or Guarantor in respect of the Obligations or this Agreement.

SECTION 7.13. Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate when all the Loan Document Obligations have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement.

(b) The Guarantees made herein, the Security Interest and all other security interests granted hereby shall be released at any time when (i) if both rating agencies shall have a Credit Rating then in effect, the Credit Ratings are BBB- and Baa3 (in each case, with stable outlook) or better, or, if only one rating agency shall have a Credit Rating then in effect, the Credit Rating from such rating agency is BBB- or Baa3 (in each case with stable outlook) or better, (ii) no Default has occurred and is continuing or would result from such release (including as a result of the Subsidiary Parties ceasing to be Loan Parties) and (iii) the Collateral Agent shall have received a certificate from a Financial Officer confirming that the conditions described in clauses (i) and (ii) of this paragraph (b) are satisfied.

25

(c) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Consolidated Subsidiary.

(d) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or other transfer to a Loan Party), the security interest in such Collateral shall be automatically released.

(e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (d) of this Section 7.13, the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 7.13 shall be without recourse to or warranty by the Collateral Agent.

SECTION 7.14. Additional Subsidiaries. Pursuant to Section 5.16 of the Credit Agreement, each Material Subsidiary that was not in existence or not a Material Subsidiary on the Restatement Effective Date is required to enter into this Agreement as a Subsidiary Party upon becoming such a Material Subsidiary. Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Exhibit I hereto, such Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if originally named as a Subsidiary Party herein. The execution and delivery of any such instrument shall not require the consent of any other party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

SECTION 7.15. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to

26

make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

SECTION 7.16. Collateral Agent. The provisions set forth in Article VII of the Credit Agreement shall apply for the purpose of this Agreement as fully as if set forth herein. The Collateral Agent shall be fully protected in acting upon any instructions of the Required Secured Parties, and the holders of other Obligations shall not be entitled to direct any action by the Collateral Agent hereunder.

SECTION 7.17. Existing Collateral Agreement. Effective on the Restatement Effective Date, the Existing Collateral Agreement is hereby amended and restated in its entirety hereby. The amendment and restatement of the Existing Collateral Agreement hereby shall not be construed to discharge or otherwise affect (a) any obligations of any Guarantor or Grantor accrued or otherwise owing under the Existing Collateral Agreement or (b) any security interest granted pursuant to the Existing Collateral Agreement, it being understood that such obligations and security interests shall continue hereunder. Without limiting the generality of the foregoing, this Agreement is not intended to constitute a novation of the Existing Collateral Agreement.

[Signature Pages Follow]

27

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

LIMITED BRANDS, INC.,
by
	Name:	Stuart B. Burgdoerfer
	Title:	Executive Vice President and Chief Financial Officer
VICTORIA’S SECRET STORES BRAND MANAGEMENT, INC.,
by
	Name:	Timothy J. Faber
	Title:	Senior Vice President and Treasurer
VICTORIA’S SECRET STORES, LLC,
by
	Name:
	Title:
VICTORIA’S SECRET DIRECT BRAND MANAGEMENT, LLC,
by
	Name:	Timothy J. Faber
	Title:	Senior Vice President and Treasurer
BATH & BODY WORKS BRAND MANAGEMENT, INC.,
by
	Name:	Timothy J. Faber
	Title:	Senior Vice President and Treasurer

BATH & BODY WORKS, LLC,
by
	Name:	Timothy J. Faber
	Title:	Senior Vice President and Treasurer

MAST INDUSTRIES, INC.,
by
	Name:	Timothy J. Faber
	Title:	Senior Vice President and Treasurer

BEAUTYAVENUES, LLC,
by
	Name:	Timothy J. Faber
	Title:	Senior Vice President and Treasurer

LIMITED BRANDS SERVICE COMPANY, LLC,
by
	Name:	Timothy J. Faber
	Title:	Senior Vice President and Treasurer

INTIMATE BRANDS, INC.,
by
	Name:	Timothy J. Faber
	Title:	Senior Vice President and Treasurer

LIMITED BRANDS DIRECT FULFILLMENT, INC.,
by
	Name:	Timothy J. Faber
	Title:	Senior Vice President and Treasurer

LIMITED STORE PLANNING, INC.,
by
	Name:	Timothy J. Faber
	Title:	Senior Vice President and Treasurer

INTIMATE BRANDS HOLDING, LLC,
by
	Name:	Timothy J. Faber
	Title:	Senior Vice President and Treasurer

JPMORGAN CHASE BANK, N.A., as Collateral Agent,
by
	Name:
	Title:

Schedule I to the

Guarantee and

Collateral Agreement

SUBSIDIARY PARTIES

Bath & Body Works Brand Management, Inc.

Bath & Body Works, LLC

beautyAvenues, LLC

Intimate Brands, Inc.

Intimate Brands Holding, LLC

Limited Brands Direct Fulfillment, Inc.

Limited Brands Service Company, LLC

Limited Store Planning, Inc.

Mast Industries, Inc.

Victoria’s Secret Direct Brand Management, LLC

Victoria’s Secret Stores Brand Management, Inc.

Victoria’s Secret Stores, LLC

Exhibit I to the

Guarantee and

Collateral Agreement

SUPPLEMENT NO.        dated as of [•], to the Amended and Restated Guarantee and Collateral Agreement dated as of July 15, 2011 (the “Collateral Agreement”), among LIMITED BRANDS, INC., a Delaware corporation (the “Borrower”), certain subsidiaries of the Borrower party thereto (each such subsidiary individually a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors and the Borrower are referred to collectively herein as the “Grantors”) and JPMORGAN CHASE BANK, N.A., a national banking association (“JPMCB”), as collateral agent (in such capacity, the “Collateral Agent”).

A. Reference is made to the Amended and Restated Five-Year Credit Agreement dated as of July 15, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders party thereto and JPMCB, as administrative agent and collateral agent.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Collateral Agreement.

C. The Grantors have entered into the Collateral Agreement in order to induce the Lenders to make and maintain Loans and the Issuing Banks to issue Letters of Credit. Section 7.14 of the Collateral Agreement provides that additional Subsidiaries of the Borrower may become Subsidiary Parties under the Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Subsidiary”) is executing this Supplement to become a Subsidiary Party under the Collateral Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Collateral Agent and the New Subsidiary agree as follows:

SECTION 1. In accordance with Section 7.14 of the Collateral Agreement, the New Subsidiary by its signature below becomes a Subsidiary Party, Grantor and Guarantor under the Collateral Agreement with the same force and effect as if originally named therein as a Subsidiary Party, Grantor and Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Collateral Agreement applicable to it as a Subsidiary Party, Grantor and Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor and Guarantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations (as defined in the Collateral Agreement), does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit

Exhibit I to the

Guarantee and

Collateral Agreement

of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Collateral Agreement) of the New Subsidiary. Each reference to a “Guarantor” or “Grantor” in the Collateral Agreement shall be deemed to include the New Subsidiary. The Collateral Agreement is hereby incorporated herein by reference.

SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3. This Supplement 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 Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. The New Subsidiary hereby represents and warrants that set forth on Schedule I attached hereto is a schedule with the true and correct legal name of the New Subsidiary, its jurisdiction of formation and the location of its chief executive office.

SECTION 5. Except as expressly supplemented hereby, the Collateral Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. Any provision of this Supplement 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 or of the Collateral Agreement, and the invalidity of a particular provision contained herein or in the Collateral Agreement in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 8. All communications and notices hereunder shall be given as provided in Section 7.01 of the Collateral Agreement.

SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

Exhibit I to the

Guarantee and

Collateral Agreement

IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this Supplement to the Collateral Agreement as of the day and year first above written.

[NAME OF NEW SUBSIDIARY],
by
	Name:
	Title:

JPMORGAN CHASE BANK, N.A., as Collateral Agent
by
	Name:
	Title:

Schedule I

to Supplement No.      to the

Guarantee and

Collateral Agreement

NEW SUBSIDIARY INFORMATION

Name Jurisdiction of Formation Chief Executive Office

Exhibit II to the

Guarantee and

Collateral Agreement

PERFECTION CERTIFICATE

[Date]

Reference is made to the Amended and Restated Five-Year Credit Agreement dated as of July 15, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Limited Brands, Inc. (the “Borrower”), the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement or the Collateral Agreement referred to therein, as applicable.

The undersigned, a Financial Officer and the chief legal officer, respectively, of the Borrower, in each case in his or her capacity as such and not in his or her personal capacity, hereby certify to the Collateral Agent and each other Secured Party as follows:

1. Names. (a) The exact legal name of each Grantor, as such name appears in its respective certificate of formation, is set forth in Schedule 1.

(b) Set forth in Schedule 1 is each other legal name each Grantor has had in the past five years, together with the date of the relevant change.

(c) Except as set forth in Schedule 1 hereto, no Grantor has changed its identity or corporate structure in any way within the past five years.

(d) Set forth in Schedule 1 is the Organizational Identification Number, if any, issued by the jurisdiction of formation of each Grantor that is a registered organization:

2. Current Locations. (a) The mailing address of each Grantor is set forth opposite its name in Schedule 1.

(b) The jurisdiction of formation of each Grantor that is a registered organization is set forth opposite its name in Schedule 1.

3. Unusual Transactions. All Accounts have been originated by the Grantors and all Inventory has been acquired by the Grantors in the ordinary course of business.

4. File Search Reports. File search reports have been obtained from each Uniform Commercial Code filing office identified with respect to such Grantor in Section 2 hereof, and such search reports reflect no liens against any of the Collateral other than those permitted under the Credit Agreement.

5. UCC Filings. Financing statements in substantially the form of Schedule 2 hereto have been prepared for filing in the proper Uniform Commercial Code filing office in the jurisdiction in which each Grantor is located as set forth with respect to such Grantor in Section 2 hereof.

6. Schedule of Filings. Attached hereto as Schedule 3 is a schedule setting forth, with respect to the filings described in Section 5 above, each filing and the filing office in which such filing is to be made.

2

IN WITNESS WHEREOF, the undersigned have duly executed this certificate on the day and year first above written.

JPMORGAN CHASE BANK, N.A., Individually And As Administrative Agent And Collateral Agent,
by
	Name:
	Title:

LIMITED BRANDS, INC.,
by
	Name:
	Title:

VICTORIA’S SECRET STORES BRAND MANAGEMENT, INC.,
by
	Name:
	Title:

VICTORIA’S SECRET STORES BRAND MANAGEMENT, INC.,
by
	Name:
	Title:

VICTORIA’S SECRET DIRECT BRAND MANAGEMENT, INC.,
by
	Name:
	Title:

3

BATH & BODY WORKS BRAND MANAGEMENT, INC.,
by
	Name:
	Title:

BATH & BODY WORKS, INC.,
by
	Name:
	Title:

MAST INDUSTRIES, INC.,
by
	Name:
	Title:

BEAUTY AVENUES, LLC.,
by
	Name:
	Title:

LIMITED BRANDS SERVICE COMPANY, LLC,
by
	Name:
	Title:

4

INTIMATE BRANDS, INC.,
by
	Name:
	Title:

LIMITED BRANDS DIRECT FULFILLMENT, INC.,
by
	Name:
	Title:

LIMITED STORE PLANNING, INC.,
by
	Name:
	Title:

LIMITED BRANDS, INC.,
by
	Name:
	Title:

INTIMATE BRANDS HOLDING, LLC,
by
	Name:
	Title:

5

Schedule 1

Names and Current Locations

	Name of Grantor (Section 1(a))	Previous Legal Names and Date of Change (Section 1(b))	Change in Identity or Corporate Structure1 (Section 1(c))	Organizational Identification Number (Section 1(d))	Current Mailing Address (Section 2(a))	Jurisdiction of Formation (Section 2(b))
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.

¹  Note to preparer: Put a “Yes” or “No” in this column, as appropriate. Changes in identity or corporate structure would include mergers, consolidations and acquisitions, as well as any change in the form, nature or jurisdiction of organization. If any such change has occurred, put a “Yes” in this column and fill in Schedule 1(a) for each acquiree or constituent party to a merger or consolidation.

Schedule 1(a)

Changes in Corporate Identity/Structure

Name of Grantor Corporate Change and Date Organizational Identification
Number of Predecessor Entity Mailing Address of
Predecessor Entity Jurisdiction of
Formation of
Predecessor Entity

Name of Grantor Corporate Change and Date Organizational Identification
Number of Predecessor Entity Mailing Address of
Predecessor Entity Jurisdiction of
Formation of
Predecessor Entity

Schedule 2

Form of Financing Statements To Be Filed

Schedule 3

Filings/Filing Offices

Type of Filing Grantor Jurisdiction/Filing Office

EX-15

Exhibit 15

August 31, 2011

To the Board of Directors and Shareholders

of Limited Brands, Inc.:

We are aware of the incorporation by reference in the following Registration Statements of Limited Brands, Inc. and, with respect to the Registration Statement on Form S-3, in the related Prospectus of Limited Brands, Inc.:

Registration Statement (Form S-3 ASR No. 333-170406)

Registration Statement (Form S-4 No. 333-163026)

Registration Statement (Form S-8 No. 33-49871)

Registration Statement (Form S-8 No. 333-110465)

Registration Statement (Form S-8 No. 333-04927)

Registration Statement (Form S-8 No. 333-04941)

Registration Statement (Form S-8 No. 333-118407)

Registration Statement (Form S-8 No. 333-161841);

of our report dated August 31, 2011 relating to the unaudited consolidated interim financial statements of Limited Brands, Inc. and its subsidiaries that are included in its Form 10-Q for the quarter ended July 30, 2011.

/s/ Ernst & Young LLP

Columbus, Ohio

EX-31.1

Exhibit 31.1

Section 302 Certification

I, Leslie H. Wexner, certify that:

1. I have reviewed this report on Form 10-Q of Limited Brands, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/    LESLIE H. WEXNER        

Leslie H. Wexner

Chairman and Chief Executive Officer

Date: August 31, 2011

EX-31.2

Exhibit 31.2

Section 302 Certification

I, Stuart B. Burgdoerfer, certify that:

1. I have reviewed this report on Form 10-Q of Limited Brands, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/    STUART B. BURGDOERFER        

Stuart B. Burgdoerfer

Executive Vice President and

Chief Financial Officer

Date: August 31, 2011

EX-32

Exhibit 32

Section 906 Certification

Leslie H. Wexner, the Chairman and Chief Executive Officer, and Stuart B. Burgdoerfer, the Executive Vice President and Chief Financial Officer, of Limited Brands, Inc. (the “Company”), each certifies that, to the best of his knowledge:

(i) the Quarterly Report of the Company on Form 10-Q dated August 31, 2011 for the period ending July 30, 2011 (the “Form 10-Q”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ LESLIE H. WEXNER

Leslie H. Wexner

Chairman and Chief Executive Officer

/s/ STUART B. BURGDOERFER

Stuart B. Burgdoerfer

Executive Vice President and Chief Financial Officer

Date: August 31, 2011

EX-99.1

Exhibit 99.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Express, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

30219E103

(CUSIP Number)

July 28, 2011

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13G

CUSIP No. 30219E103

1.	NAMES OF REPORTING PERSONS Limited Brands, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0
12.	TYPE OF REPORTING PERSON* CO

Page 2 of 11

13G

CUSIP No. 30219E103

1.	NAMES OF REPORTING PERSONS Intimate Brands, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0
12.	TYPE OF REPORTING PERSON* CO

Page 3 of 11

13G

CUSIP No. 30219E103

1.	NAMES OF REPORTING PERSONS Intimate Brands Holding, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0
12.	TYPE OF REPORTING PERSON* CO

Page 4 of 11

13G

CUSIP No. 30219E103

1.	NAMES OF REPORTING PERSONS Limited Brands Store Operations, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0
12.	TYPE OF REPORTING PERSON* CO

Page 5 of 11

13G

CUSIP No. 30219E103

1.	NAMES OF REPORTING PERSONS EXP Investments, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0
12.	TYPE OF REPORTING PERSON* CO

Page 6 of 11

13G

CUSIP No. 30219E103

1.	NAMES OF REPORTING PERSONS American Apparel Investments, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0
12.	TYPE OF REPORTING PERSON* CO

Page 7 of 11

Item 1(a). Name of Issuer:

Express, Inc. (the “Company”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

The Company’s principal executive offices are at 1 Express Drive, Columbus, Ohio 43230.

Item 2(a). Name of Person Filing:

This Schedule 13G is being jointly filed by each of Limited Brands, Inc. (“Limited”), Intimate Brands, Inc. (“IBI”), Intimate Brands Holding, LLC (“IBH”), Limited Brands Store Operations, Inc. (“LBSO”), EXP Investments, Inc. (“EXP”), and American Apparel Investment (“AAI,” and collectively, the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2011, a copy of which is attached as Exhibit A to this Schedule 13G, pursuant to which the Reporting Persons agreed to file any amendments to the Schedule 13G filed by the Reporting Persons on February 14, 2011 jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (as amended, the “Act”).

Item 2(b). Address of Principal Business Office or, if None, Residence:

The principal business address of each Reporting Person is Three Limited Parkway, P.O. Box 16000, Columbus, OH 43216.

Item 2(c). Citizenship:

Each Reporting Person is organized under the laws of the State of Delaware.

Item 2(d). Title of Class of Securities:

The class of equity securities of the Company to which this filing on Schedule 13G relates is Common Stock, par value $0.01 per share (the “Common Stock”).

Item 2(e). CUSIP Number:

The CUSIP number of the Company’s Common Stock is 30219E103.

Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not Applicable.

Item 4. Ownership.*

(a) Amount beneficially owned: 0

(b) Percent of class: 0

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 0

* The share amounts and the percentage stated in this Item 4 are provided for each of the Reporting Persons.

Page 8 of 11

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. x

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

As of July 28, 2011, the group referenced in the initial Schedule 13G filed by the Reporting Persons on February 14, 2011 are not members of a group in connection with the Common Stock. All further filings with respect to transactions in the Common Stock will be filed, if required, by members of that group in their individual capacities.

Item 10. Certifications.

Not Applicable.

Page 9 of 11

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 5, 2011

Limited Brands, Inc.
By:	/s/ Timothy J. Faber
	Name:	Timothy J. Faber
	Title:	Senior Vice President - Treasury, Mergers, Acquisitions
Intimate Brands, Inc.
By:	/s/ Luis F. Machado
	Name:	Luis F. Machado
	Title:	Senior Vice President - Legal
Intimate Brands Holding, LLC
By:	/s/ Luis F. Machado
	Name:	Luis F. Machado
	Title:	Senior Vice President - Legal
Limited Brands Store Operations, Inc.
By:	/s/ Luis F. Machado
	Name:	Luis F. Machado
	Title:	Senior Vice President - Legal
EXP Investments, Inc.
By:	/s/ Luis F. Machado
	Name:	Luis F. Machado
	Title:	Senior Vice President - Legal
American Apparel Investments, Inc.
By:	/s/ Luis F. Machado
	Name:	Luis F. Machado
	Title:	Senior Vice President - Legal

Exhibit A

JOINT FILING AGREEMENT

This will confirm the agreement by and among all the undersigned that the Schedule 13G on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of the Common Stock, $0.01 par value per share, of Express, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1). This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: February 14, 2011

Limited Brands, Inc.
By:	/s/ Timothy J. Faber
	Name:	Timothy J. Faber
	Title:	Senior Vice President - Treasury, Mergers, Acquisitions
Intimate Brands, Inc.
By:	/s/ Luis F. Machado
	Name:	Luis F. Machado
	Title:	Senior Vice President - Legal
Intimate Brands Holding, LLC
By:	/s/ Luis F. Machado
	Name:	Luis F. Machado
	Title:	Senior Vice President - Legal
Limited Brands Store Operations, Inc.
By:	/s/ Luis F. Machado
	Name:	Luis F. Machado
	Title:	Senior Vice President - Legal
EXP Investments, Inc.
By:	/s/ Luis F. Machado
	Name:	Luis F. Machado
	Title:	Senior Vice President - Legal
American Apparel Investments, Inc.
By:	/s/ Luis F. Machado
	Name:	Luis F. Machado
	Title:	Senior Vice President - Legal

XML



Long-term Debt (Schedule Of Long-term Debt Instruments) (Details) (USD $)							6 Months Ended			1 Months Ended	6 Months Ended			6 Months Ended			1 Months Ended	6 Months Ended			6 Months Ended						6 Months Ended						6 Months Ended			6 Months Ended			6 Months Ended
	Jul. 30, 2011	Jan. 29, 2011	Jul. 31, 2010	Jul. 30, 2011 Limited Brands, Inc. [Member]	Jan. 29, 2011 Limited Brands, Inc. [Member]	Jul. 31, 2010 Limited Brands, Inc. [Member]	Jul. 30, 2011 Mortgage 5.30% Due August 2010 [Member]	Jan. 29, 2011 Mortgage 5.30% Due August 2010 [Member]	Jul. 31, 2010 Mortgage 5.30% Due August 2010 [Member]	Mar. 31, 2011 Fixed Rate 6.625 Percent Notes Due April 2021 [Member]	Jul. 30, 2011 Fixed Rate 6.625 Percent Notes Due April 2021 [Member]	Jan. 29, 2011 Fixed Rate 6.625 Percent Notes Due April 2021 [Member]	Jul. 31, 2010 Fixed Rate 6.625 Percent Notes Due April 2021 [Member]	Jul. 30, 2011 Fixed Rate 8.50% Notes Due June 2019 [Member]	Jan. 29, 2011 Fixed Rate 8.50% Notes Due June 2019 [Member]	Jul. 31, 2010 Fixed Rate 8.50% Notes Due June 2019 [Member]	May 31, 2010 Fixed Rate 7.00% Notes Due May 2020 [Member]	Jul. 30, 2011 Fixed Rate 7.00% Notes Due May 2020 [Member]	Jan. 29, 2011 Fixed Rate 7.00% Notes Due May 2020 [Member]	Jul. 31, 2010 Fixed Rate 7.00% Notes Due May 2020 [Member]	Jul. 30, 2011 Fixed Rate 6.90% Notes Due July 2017 [Member]		Jan. 29, 2011 Fixed Rate 6.90% Notes Due July 2017 [Member]		Jul. 31, 2010 Fixed Rate 6.90% Notes Due July 2017 [Member]		Jul. 30, 2011 Fixed Rate 5.25% Notes Due November 2014 [Member]		Jan. 29, 2011 Fixed Rate 5.25% Notes Due November 2014 [Member]		Jul. 31, 2010 Fixed Rate 5.25% Notes Due November 2014 [Member]		Jul. 30, 2011 Fixed Rate 6.95% Debentures Due March 2033 [Member]	Jan. 29, 2011 Fixed Rate 6.95% Debentures Due March 2033 [Member]	Jul. 31, 2010 Fixed Rate 6.95% Debentures Due March 2033 [Member]	Jul. 30, 2011 Fixed Rate 7.60% Notes Due July 2037 [Member]	Jan. 29, 2011 Fixed Rate 7.60% Notes Due July 2037 [Member]	Jul. 31, 2010 Fixed Rate 7.60% Notes Due July 2037 [Member]	Jul. 30, 2011 Fixed Rate 6.125% Notes Due December 2012 [Member]		Jan. 29, 2011 Fixed Rate 6.125% Notes Due December 2012 [Member]		Jul. 31, 2010 Fixed Rate 6.125% Notes Due December 2012 [Member]
Senior Secured Debt							$ 0	$ 0	$ 2,000,000
Senior Unsecured Debt with Subsidiary Guarantee	1,887,000,000	886,000,000	885,000,000								1,000,000,000	0	0	487,000,000	486,000,000	485,000,000		400,000,000	400,000,000	400,000,000
Senior Unsecured Debt	1,637,000,000	1,621,000,000	1,647,000,000																		711,000,000	[1]	699,000,000	[1]	703,000,000	[1]	219,000,000	[2]	215,000,000	[2]	237,000,000	[2]	350,000,000	350,000,000	350,000,000	299,000,000	299,000,000	299,000,000	58,000,000	[3]	58,000,000	[3]	58,000,000	[3]
Total	3,524,000,000	2,507,000,000	2,534,000,000
Current Portion of Long-term Debt	0	0	(2,000,000)
Total Long-term Debt, Net of Current Portion	3,524,000,000	2,507,000,000	2,532,000,000	3,524,000,000	2,507,000,000	2,532,000,000
Debt Instrument, Face Amount										1,000,000,000	1,000,000,000			500,000,000			400,000,000	400,000,000			700,000,000												350,000,000			300,000,000
Debt Instrument, Stated Rate							5.30%			6.625%	6.625%			8.50%			7.00%	7.00%			6.90%						5.25%						6.95%			7.60%			6.125%
Principal Balance Outstanding																											213,000,000		213,000,000		234,000,000								57,000,000		57,000,000		58,000,000
Fair Value Interest Rate Hedge Adjustment																					$ 12,000,000		$ 0		$ 4,000,000		$ 7,000,000		$ 2,000,000		$ 4,000,000								$ 1,000,000		$ 1,000,000		$ 1,000,000
Maturity date							Aug. 01, 2010			Apr. 01, 2021	Apr. 01, 2021			Jun. 01, 2019			May 01, 2020	May 01, 2020			Jul. 01, 2017						Nov. 01, 2014						Mar. 01, 2033			Jul. 01, 2037			Dec. 01, 2012

[1] The balance includes a fair value interest rate hedge adjustment which increased the debt balance by $12 million as of July 30, 2011, $0 million as of January 29, 2011 and $4 million as of July 31, 2010.

[2] The principal balance outstanding was $213 million as of both July 30, 2011 and January 29, 2011 and $234 million as of July 31, 2010. The balances include a fair value interest rate hedge adjustment which increased the debt balance by $7 million as of July 30, 2011, $2 million as of January 29, 2011 and $4 million as of July 31, 2010.

[3] The principal balance outstanding was $57 million as of both July 30, 2011 and January 29, 2011 and $58 million as of July 31, 2010. The balances included a fair value interest rate hedge adjustment which increased the debt balance by $1 million as of July 30, 2011, January 29, 2011 and July 31, 2010.

XML



Consolidated Balance Sheets (USD $) In Millions	Jul. 30, 2011	Jan. 29, 2011	Jul. 31, 2010
Current Assets:
Cash and Cash Equivalents	$ 1,035	$ 1,130	$ 1,300
Accounts Receivable, Net	241	232	209
Inventories	1,104	1,032	1,083
Deferred Income Taxes	30	35	32
Other	242	163	181
Total Current Assets	2,652	2,592	2,805
Property and Equipment, Net	1,583	1,610	1,641
Goodwill	1,457	1,451	1,447
Trade Names and Other Intangible Assets, Net	598	592	596
Other Assets	210	206	233
Total Assets	6,500	6,451	6,722
Current Liabilities:
Accounts Payable	646	545	559
Accrued Expenses and Other	696	765	615
Income Taxes	5	194	6
Total Current Liabilities	1,347	1,504	1,180
Deferred Income Taxes	224	202	224
Long-term Debt	3,524	2,507	2,532
Other Long-term Liabilities	780	761	713
Shareholders' Equity:
Preferred Stock - $1.00 par value; 10 shares authorized; none issued	0	0	0
Common Stock - $0.50 par value; 1,000 shares authorized; 334, 329 and 326 shares issued; 301, 321 and 323 shares outstanding, respectively	167	164	163
Paid-in Capital	252	164	63
Accumulated Other Comprehensive Income (Loss)	(2)	1	9
Retained Earnings	1,320	1,354	1,906
Less: Treasury Stock, at Average Cost; 33, 8 and 3 shares, respectively	(1,112)	(207)	(68)
Total Limited Brands, Inc. Shareholders' Equity	625	1,476	2,073
Noncontrolling Interest	0	1	0
Total Equity	625	1,477	2,073
Total Liabilities and Equity	$ 6,500	$ 6,451	$ 6,722

XML



Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Per Share data	Jul. 30, 2011	Jan. 29, 2011	Jul. 31, 2010
Consolidated Balance Sheets
Preferred Stock, par value	$ 1	$ 1	$ 1
Preferred Stock, shares authorized	10	10	10
Preferred Stock, shares issued	0	0	0
Common Stock, par value	$ 0.5	$ 0.5	$ 0.5
Common Stock, shares authorized	1,000	1,000	1,000
Common Stock, shares issued	334	329	326
Common Stock, shares outstanding	301	321	323
Treasury Stock, shares	33	8	3

XML



Derivative Instruments (Foreign Exchange Contracts - Cash Flow Hedging Disclosure) (Details) (USD $) In Millions	3 Months Ended				6 Months Ended
	Jul. 30, 2011		Jul. 31, 2010		Jul. 30, 2011		Jul. 31, 2010
Ineffectiveness of foreign exchange cash flow hedges					$ 0
Other Comprehensive Income (Loss) [Member]
Gain (Loss) Recognized in Other Comprehensive Income (Loss)	2		13		(26)		0
Other Income (Loss) [Member]
(Gain) Loss Reclassified from Accumulated Other Comprehensive Income (Loss) into Other Income (Loss)	$ (5)	[1]	$ (5)	[1]	$ 23	[1]	$ 18	[1]

[1] Represents reclassification of amounts from accumulated other comprehensive income (loss) to earnings to completely offset foreign currency transaction gains and losses recognized on the intercompany loans. No ineffectiveness was associated with these foreign exchange cash flow hedges.

XML



Description Of Business And Basis Of Presentation (Policy)

6 Months Ended

Jul. 30, 2011

Description Of Business And Basis Of Presentation

Description Of Business

Description of Business

Limited Brands, Inc. ("the Company") operates in the highly competitive specialty retail business. The Company is a specialty retailer of women's intimate and other apparel, beauty and personal care products and accessories. The Company sells its merchandise through specialty retail stores in the United States ("U.S.") and Canada, which are primarily mall-based, and through its websites, catalogue and international franchise, license and wholesale partners. The Company currently operates the following retail brands:

• Victoria's Secret

• Victoria's Secret Pink

• Bath & Body Works

• La Senza

• Henri Bendel

Fiscal Year

Fiscal Year

The Company's fiscal year ends on the Saturday nearest to January 31. As used herein, "second quarter of 2011" and "second quarter of 2010" refer to the thirteen week periods ending July 30, 2011 and July 31, 2010, respectively. "Year-to-date 2011" and "year-to-date 2010" refer to the twenty-six week periods ending July 30, 2011 and July 31, 2010, respectively.

Basis Of Consolidation

 Basis of Consolidation

The Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company accounts for investments in unconsolidated entities where it exercises significant influence, but does not have control, using the equity method. Under the equity method of accounting, the Company recognizes its share of the investee net income or loss. Losses are only recognized to the extent the Company has positive carrying value related to the investee. Carrying values are only reduced below zero if the Company has an obligation to provide funding to the investee. The Company's share of net income or loss of unconsolidated entities from which the Company purchases merchandise or merchandise components is included in Costs of Goods Sold, Buying and Occupancy on the Consolidated Statements of Income. The Company's share of net income or loss of all other unconsolidated entities is included in Other Income on the Consolidated Statements of Income. The Company's equity investments are required to be tested for impairment when it is determined there may be an other than temporary loss in value.

Express

2010

Through May 12, 2010, the Company had a 25% ownership interest in Express and accounted for this investment under the equity method of accounting. On May 13, 2010, Express completed an initial public offering ("IPO"). Additionally, the Company sold a portion of its shares of common stock in Express in conjunction with the IPO. As a result, the Company's ownership interest was diluted from 25% to 18%. The Company eliminated in consolidation 25% of gross merchandise sourcing revenue to Express through May 12, 2010 and eliminated 18% from May 13, 2010 through the end of the second quarter of 2010.

Based on the Company's reduced ownership in Express, the resulting loss of contractual rights and the resignation of the Company's seats on Express' Board of Directors in August 2010, the Company concluded that it was no longer appropriate to account for its investment in Express using the equity method of accounting. Thus, at the beginning of the third quarter of 2010, the Company commenced accounting for its investment in Express using the cost method of accounting. As a result of the accounting change, the Company ceased recording equity income (loss) from Express in Other Income on the Consolidated Statement of Income and the Company also began recognizing 100% of gross merchandise sourcing revenue from Express.

2011

In April 2011, the Company sold a portion of its remaining shares of common stock in Express in an Express secondary offering, which reduced the Company's ownership in Express to 8%. A gain was recognized upon the disposition of the shares. In April 2011, the Company also formally renounced its rights to its Express Board of Directors' seat. As a result, the Company commenced accounting for its investment in Express using the available-for-sale method of accounting in the first quarter of 2011.

In July 2011, the Company contributed all of its remaining shares of common stock in Express to The Limited Brands Foundation. For additional information, see Note 7, "Equity Investments and Other."

Limited Stores

Through June 9, 2010, the Company had a 25% ownership interest in Limited Stores. The Company accounted for this investment under the equity method of accounting and eliminated in consolidation 25% of gross merchandise sourcing revenue to Limited Stores equal to the Company's ownership percentage. On June 10, 2010, the Company divested its remaining 25% ownership percentage in Limited Stores and resigned its seat on Limited Stores' Board of Directors. Beginning June 10, 2010, the Company ceased recording equity income (loss) from Limited Stores and also began recognizing 100% of gross merchandise sourcing revenue to Limited Stores.

Interim Financial Statements

Interim Financial Statements

The Consolidated Financial Statements as of and for the quarter ended July 30, 2011 and July 31, 2010 are unaudited and are presented pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). These Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in the Company's 2010 Annual Report on Form 10-K.

In the opinion of management, the accompanying Consolidated Financial Statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods.

Seasonality Of Business

Seasonality of Business

Due to seasonal variations in the retail industry, the results of operations for any interim period are not necessarily indicative of the results expected for the full fiscal year.

Concentration Of Credit Risk

Concentration of Credit Risk

The Company maintains cash and cash equivalents with various major financial institutions. Currently, the Company's investment portfolio is comprised of U.S. and Canadian government obligations and AAA-rated money market funds, bank time deposits and highly rated commercial paper.

The Company monitors the relative credit standing of financial institutions and other entities with whom the Company transacts and limits the amount of credit exposure with any one entity. The Company also monitors the creditworthiness of entities to which the Company grants credit terms in the normal course of business and counterparties to derivative instruments.

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Document And Entity Information	6 Months Ended
	Jul. 30, 2011	Aug. 26, 2011
Document And Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jul. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Trading Symbol	LTD
Entity Registrant Name	LIMITED BRANDS INC
Entity Central Index Key	0000701985
Current Fiscal Year End Date	--01-28
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		298,324,674

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Long-term Debt (Revolving Facility And Letters Of Credit) (Narrative) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended				6 Months Ended		6 Months Ended		6 Months Ended		6 Months Ended	0 Months Ended		0 Months Ended	6 Months Ended
	Jul. 30, 2011	Jul. 31, 2010	Jul. 30, 2011 From The Fourth Quarter Of Fiscal Year 2010 Through The Third Quarter Of Fiscal Year 2011 [Member]	Jul. 15, 2011 Before Amendment [Member] Revolving Credit Expiring August 2014 [Member]	Jul. 30, 2011 Before Amendment [Member] Revolving Credit Expiring August 2014 [Member] Committed And Unused Lines Of Credit [Member]	Jul. 30, 2011 Before Amendment [Member] Revolving Credit Expiring August 2014 [Member] Outstanding Borrowings [Member]	Jul. 30, 2011 Before Amendment [Member] Revolving Credit Expiring August 2014 [Member] Letters Of Credit [Member]	Jul. 15, 2011 After Amendment [Member] Revolving Credit Expiring July 2016 [Member]	Jul. 30, 2011 After Amendment [Member] Revolving Credit Expiring July 2016 [Member] Committed And Unused Lines Of Credit [Member]	Jul. 30, 2011 After Amendment [Member] Revolving Credit Expiring July 2016 [Member] Outstanding Borrowings [Member]	Jul. 30, 2011 After Amendment [Member] Revolving Credit Expiring July 2016 [Member] Letters Of Credit [Member]	Jul. 15, 2011 Revolving Credit Facility [Member]	Jul. 30, 2011 Revolving Credit Facility [Member]	Jul. 15, 2011 Amendment [Member]	Jul. 30, 2011 Amendment [Member]	Jul. 30, 2011 Letters Of Credit [Member]
Revolving facility, borrowing capacity				$ 800				$ 1,000
Termination date												Aug. 01, 2014		Jul. 15, 2016
Fixed charge coverage ratio	1.75
Ratio of consolidated debt to consolidated EBITDA			4.0
Debt to EBITDA ratio required for unlimited investments and restricted payments	3.0
Company's consolidated debt to EBITDA	3.0
Commitment fee percentage, unused capacity					0.50%				0.325%
Current credit fees percentage rate, letters of credit							3.00%				1.75%
Percentage spread over variable base rate						3.00%				1.75%
Fees related to the amendment of debt	7	14													7
Outstanding letters of credit													$ 0			$ 30

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Property And Equipment, Net (Tables)

6 Months Ended

Jul. 30, 2011

Property And Equipment, Net

Summary Of Property And Equipment, Net

	July 30, 2011			January 29, 2011			July 31, 2010
	(in millions)
Property and Equipment, at Cost	$	4,227		$	4,183		$	4,082
Accumulated Depreciation and Amortization		(2,644	)		(2,573	)		(2,441	)
Property and Equipment, Net	$	1,583		$	1,610		$	1,641

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Long-term Debt (Issuance And Repurchase Of Notes) (Narrative) (Details) (USD $)	6 Months Ended		1 Months Ended	6 Months Ended	1 Months Ended	6 Months Ended	1 Months Ended	6 Months Ended		1 Months Ended	6 Months Ended
	Jul. 30, 2011	Jul. 31, 2010	Mar. 31, 2011 Fixed Rate 6.625 Percent Notes Due April 2021 [Member]	Jul. 30, 2011 Fixed Rate 6.625 Percent Notes Due April 2021 [Member]	May 31, 2010 Fixed Rate 7.00% Notes Due May 2020 [Member]	Jul. 30, 2011 Fixed Rate 7.00% Notes Due May 2020 [Member]	May 31, 2010 Fixed Rate 6.125% Notes Due December 2012 [Member]	Jul. 30, 2011 Fixed Rate 6.125% Notes Due December 2012 [Member]	Aug. 31, 2010 Fixed Rate 6.125% Notes Due December 2012 [Member]	May 31, 2010 Fixed Rate 5.25% Notes Due November 2014 [Member]	Jul. 30, 2011 Fixed Rate 5.25% Notes Due November 2014 [Member]	Aug. 31, 2010 Fixed Rate 5.25% Notes Due November 2014 [Member]
Debt instrument, face amount			$ 1,000,000,000	$ 1,000,000,000	$ 400,000,000	$ 400,000,000
Debt instrument, stated rate			6.625%	6.625%	7.00%	7.00%		6.125%			5.25%
Net proceeds from the notes issuance	981,000,000	390,000,000	981,000,000		390,000,000
Notes issuance transaction costs			19,000,000		10,000,000
Debt instrument, face amount, repurchased							134,000,000		1,000,000	266,000,000		20,000,000
Payments of long-term debt	0	621,000,000					144,000,000			277,000,000
Loss on extinguishment of debt	$ 0	$ (25,000,000)								$ 25,000,000
Maturity date			Apr. 01, 2021	Apr. 01, 2021	May 01, 2020	May 01, 2020		Dec. 01, 2012			Nov. 01, 2014

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Equity Investments And Other

6 Months Ended

Jul. 30, 2011

Equity Investments And Other

Equity Investments And Other

7. Equity Investments and Other

Express

In July 2007, the Company completed the divestiture of 75% of its ownership interest in Express. In conjunction with the transaction, the Company and Express entered into transition services agreements whereby the Company provided support to Express in various operational areas including logistics, technology and merchandise sourcing. The terms of these transition services arrangements varied and ranged from three months to three years.

In October 2009, the Company entered into new agreements with Express whereby the Company will continue to provide logistics services and lease office space. The Company also continues to provide sourcing services to Express.

The Company recognized merchandise sourcing revenue from Express of $108 million and $81 million in the second quarter of 2011 and 2010, respectively. The Company recognized merchandise sourcing revenue from Express of $192 million and $145 million in year-to-date 2011 and 2010, respectively. The 2010 amounts are net of the elimination of merchandise sourcing revenue equal to the Company's ownership percentage. The Company's accounts receivable from Express for merchandise sourcing and other services provided totaled $78 million as of July 30, 2011, $74 million as of January 29, 2011 and $85 million as of July 31, 2010.

In March 2010, Express completed a cash distribution to its owners and the Company received $57 million. The Company's portion representing a return on capital was $8 million and is included in Other Assets and Liabilities within the Operating Activities section of the 2010 Consolidated Statement of Cash Flows. The remaining portion representing a return of capital was $49 million and is included in Return of Capital from Express within the Investing Activities section of the 2010 Consolidated Statement of Cash Flows. The proceeds received from the cash distribution were in excess of the Company's carrying value of the investment in Express. As a result, the carrying value was reduced to zero as of the date of the cash distribution and a pre-tax gain of approximately $49 million was recorded. The pre-tax gain is included in Other Income on the year-to-date 2010 Consolidated Statement of Income.

On May 13, 2010, Express completed an IPO and the Company sold 1.3 million shares of its common stock in Express for $20 million. As a result, the Company's ownership interest was diluted from 25% to 18% and the carrying value of the Company's remaining investment was increased to reflect the proportional impact of the IPO. As a result of these events, the Company recognized a pre-tax gain of $52 million, which is included in Other Income on the 2010 Consolidated Statements of Income.

Based on the Company's reduced ownership in Express, the resulting loss of contractual rights and the resignation of the Company's seats on Express' Board of Directors in August 2010, the Company concluded that it was no longer appropriate to account for its investment in Express using the equity method of accounting. Thus, at the beginning of the third quarter of 2010, the Company commenced accounting for its investment in Express using the cost method of accounting because the Company's shares of Express' common stock were subject to certain market and contractual restrictions. As a result of the accounting change, the Company ceased recording equity income (loss) from Express in Other Income on the Consolidated Statement of Income and the Company also began recognizing 100% of gross merchandise sourcing revenue to Express.

On December 15, 2010, Express completed a secondary offering and the Company sold an additional 3.6 million shares of its common stock in Express for $52 million. As a result, the Company's ownership interest was reduced from 18% to 14% and the Company recognized a pre-tax gain of $45 million. Express also completed a cash dividend to its owners in December 2010 and the Company received $7 million. As a result of the dividend, the Company recognized a pre-tax gain of $7 million.

On April 12, 2011, the Company sold 5.5 million shares of its common stock in Express for $99 million. As a result, the Company's ownership interest was reduced from 14% to 8% and the Company recognized a pre-tax gain of $86 million, which is included in Other Income on the year-to-date 2011 Consolidated Statement of Income. On April 21, 2011, the Company also formally renounced its rights to its Express Board of Directors' seat. As a result, the Company commenced accounting for its investment in Express using the available-for-sale method of accounting in the first quarter of 2011.

In July 2011, the Company contributed all of its remaining 7.2 million shares of Express to The Limited Brands Foundation. This charitable contribution funded the Company's April 2011 $50 million pledge to The Limited Brands Foundation and provided additional funding for their charitable activities. As a result, the Company recognized contribution expense in the second quarter of 2011 of $113 million equal to the difference between the market value of the Express shares on the date of the contribution and the amount of the pledge made in the first quarter of 2011. These amounts are included in General, Administrative and Store Operating Expenses on the 2011 Consolidated Statements of Income. The Company also recognized a non-taxable gain of $147 million representing the difference between the market value of the Express shares on the date of the contribution and the Company's net carrying value. The gain is included in Other Income on the 2011 Consolidated Statements of Income.

The Company's investment carrying value under the cost method of accounting was $29 million as of January 29, 2011. The Company's investment carrying value under the equity method of accounting was $37 million as of July 31, 2010. These amounts are included in Other Assets on the 2010 Consolidated Balance Sheets.

Limited Stores

In August 2007, the Company completed the divestiture of 75% of its ownership interest in Limited Stores. In conjunction with the transaction, the Company and Limited Stores entered into transition services agreements whereby the Company provided support to Limited Stores in various operational areas including logistics, technology and merchandise sourcing. The terms of these transition services arrangements varied and ranged from three months to three years.

In June 2010, the Company entered into a new agreement with Limited Stores whereby the Company will continue to provide logistics services. The Company also continues to provide merchandise sourcing services to Limited Stores.

The Company recognized merchandise sourcing revenue from Limited Stores of $27 million and $19 million in the second quarter of 2011 and 2010, respectively. The Company recognized merchandise sourcing revenue from Limited Stores of $52 million and $34 million in year-to-date 2011 and 2010, respectively. These amounts are net of the elimination of merchandise sourcing revenue equal to the Company's ownership percentage. The Company's accounts receivable from Limited Stores for merchandise sourcing and other services provided totaled $17 million as of July 30, 2011, $9 million as of January 29, 2011 and $13 million as of July 31, 2010.

In February 2010, Limited Stores completed a cash distribution to its owners and the Company received $7 million. The proceeds received from the cash dividend reduced the Company's carrying value of the investment in Limited Stores. The distribution represented a return of capital and is included in Return of Capital from Limited Stores within the Investing Activities section on the 2010 Consolidated Statement of Cash Flows.

In June 2010, the Company completed the divestiture of its remaining 25% ownership interest in Limited Stores and resigned its seat on Limited Stores' Board of Directors. The Company received pre-tax net cash proceeds of $32 million from the divestiture. The Company recorded a pre-tax gain on the divestiture of $20 million ($42 million net of related tax benefits). The Company ceased recording equity income (loss) from Limited Stores in Other Income on the Consolidated Statement of Income. The Company also began recognizing 100% of gross merchandise sourcing revenue to Limited Stores following the divestiture.

Easton Investment

The Company has land and other investments in Easton, a 1,300 acre planned community in Columbus, Ohio that integrates office, hotel, retail, residential and recreational space. These investments, at cost, totaled $68 million as of July 30, 2011, $69 million as of January 29, 2011 and $68 million as of July 31, 2010 and are recorded in Other Assets on the Consolidated Balance Sheets.

Included in the Company's Easton investments is an equity interest in Easton Town Center, LLC ("ETC"), an entity that owns and has developed a commercial entertainment and shopping center. The Company's investment in ETC is accounted for using the equity method of accounting. The Company has a majority financial interest in ETC, but another unaffiliated member manages ETC. Certain significant decisions regarding ETC require the consent of unaffiliated members in addition to the Company.

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Goodwill, Trade Names And Other Intangible Assets, Net (Tables)

6 Months Ended

Jul. 30, 2011

Goodwill, Trade Names And Other Intangible Assets, Net

Schedule Of Goodwill

	Victoria's Secret (a)		Bath & Body  Works		Total
	(in millions)
Balance as of January 29, 2011	$	823	$	628	$	1,451
Foreign Currency Translation		6		0		6
Balance as of July 30, 2011	$	829	$	628	$	1,457

(a) Balance is presented net of a $189 million La Senza impairment recognized in the fourth quarter of 2008.

	Victoria's Secret (a)		Bath & Body  Works		Total
	(in millions)
Balance as of January 30, 2010	$	814	$	628	$	1,442
Foreign Currency Translation		5		0		5
Balance as of July 31, 2010	$	819	$	628	$	1,447

(a) Balance is presented net of a $189 million La Senza impairment recognized in the fourth quarter of 2008.

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Equity Investments And Other (Express) (Details) (USD $) Share data in Millions, unless otherwise specified	1 Months Ended			3 Months Ended	6 Months Ended		0 Months Ended			1 Months Ended				3 Months Ended		6 Months Ended
	Jul. 31, 2011	Apr. 30, 2011	Jan. 31, 2011	Jul. 30, 2011	Jul. 30, 2011	Jul. 31, 2010	Apr. 12, 2011 Express [Member]	Dec. 15, 2010 Express [Member]	May 13, 2010 Express [Member]	Dec. 31, 2010 Express [Member]	Aug. 31, 2010 Express [Member]	Mar. 31, 2010 Express [Member]	Jul. 31, 2007 Express [Member]	Jul. 30, 2011 Express [Member]	Jul. 31, 2010 Express [Member]	Jul. 30, 2011 Express [Member]	Jul. 31, 2010 Express [Member]	Jan. 29, 2011 Express [Member]	May 12, 2010 Express [Member]
Equity method investment ownership percentage divested													75.00%
Terms of transition services arrangements range													three months to three years
Common stock sold							$ 99,000,000	$ 52,000,000	$ 20,000,000
Merchandise sourcing revenue from equity method investment														108,000,000	81,000,000	192,000,000	145,000,000
Accounts receivable for merchandise sourcing														78,000,000	85,000,000	78,000,000	85,000,000	74,000,000
Cash distribution from equity method investment												57,000,000
Cash distribution representing a return of capital recorded within Operating Assets												8,000,000
Cash distribution representing a return of capital included within Investing Activities												49,000,000					49,000,000
Equity method investment carrying value												0			37,000,000		37,000,000
Pre-tax gain on distribution recorded in Other Income					0	(49,000,000)	86,000,000	45,000,000		7,000,000		49,000,000
Shares of common stock in Express sold in the IPO									1.3
Gain on Express Initial Public Offering					0	52,000,000			52,000,000
Diluted ownership interest							8.00%	14.00%
Equity method ownership percentage									18.00%										25.00%
Shares of common stock in Express sold in secondary offering							5.5	3.6
Dividends, common stock, cash			64,000,000							7,000,000
Merchandise sourcing sales recognition											100.00%
Contribution of shares	7.2
Amount pledged to The Limited Brands Foundation	50,000,000	50,000,000
Contribution expense				113,000,000	163,000,000	0
Non-taxable gain on contribution of Express shares					147,000,000	0
Cost method investment carrying value																		29,000,000
Equity method investment carrying value included in Other Assets												$ 0			$ 37,000,000		$ 37,000,000

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Earnings Per Share And Shareholders' Equity (Dividends) (Details) (USD $)	1 Months Ended
	May 31, 2011	Jan. 31, 2011	Mar. 31, 2010
Earnings Per Share And Shareholders' Equity
Common stock dividend payable per share		$ 0.20
Amount of dividend increase over prior periods		$ 0.05
Dividends paid		$ 64,000,000
Special dividend declared	$ 1		$ 1
Special dividend, distributed	304,000,000		325,000,000
Dividends payable, date of record	Jun. 17, 2011		Apr. 05, 2010
Dividends payable, date paid	Jul. 01, 2011	Mar. 11, 2011	Apr. 19, 2010
Compensation expense recognized due to anti-dilutive provisions			$ 0

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Inventories (Tables)

6 Months Ended

Jul. 30, 2011

Inventories

Summary Of Inventories

	July 30, 2011		January 29, 2011		July 31, 2010
	(in millions)
Finished Goods Merchandise	$	999	$	956	$	984
Raw Materials and Merchandise Components		105		76		99
Total Inventories	$	1,104	$	1,032	$	1,083

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Comprehensive Income (Loss)

6 Months Ended

Jul. 30, 2011

Comprehensive Income (Loss)

Comprehensive Income (Loss)

12. Comprehensive Income (Loss)

The following table provides detail for other comprehensive income (loss) for second quarter and year-to-date 2011 and 2010:

	Second Quarter						Year-to-Date
	2011			2010			2011			2010
	(in millions)
Net Income	$	231		$	178		$	396		$	291
Other Comprehensive Income (Loss):
Foreign Currency Translation		1			2			(1	)		0
Unrealized Gain (Loss) on Cash Flow Hedges		2			13			(26	)		0
Reclassification of Cash Flow Hedges to Earnings		(5	)		(5	)		24			25
Total Comprehensive Income	$	229		$	188		$	393		$	316

The following table provides additional detail regarding the composition of accumulated other comprehensive income (loss) as of July 30, 2011, January 29, 2011 and July 31, 2010:

	July 30, 2011			January 29, 2011			July 31, 2010
	(in millions)
Foreign Currency Translation	$	(9	)	$	(7	)	$	(6	)
Cash Flow Hedges		7			8			15
Total Accumulated Other Comprehensive Income (Loss)	$	(2	)	$	1		$	9

The components of other comprehensive income (loss) and accumulated other comprehensive income (loss) above are presented net of tax as applicable.

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Earnings Per Share And Shareholders' Equity

6 Months Ended

Jul. 30, 2011

Earnings Per Share And Shareholders' Equity

Earnings Per Share And Shareholders' Equity

3. Earnings Per Share and Shareholders' Equity

Earnings Per Share

Earnings per basic share are computed based on the weighted-average number of outstanding common shares. Earnings per diluted share include the weighted-average effect of dilutive options and restricted stock on the weighted-average shares outstanding.

The following table provides shares utilized for the calculation of basic and diluted earnings per share for the second quarter and year-to-date of 2011 and 2010:

	Second Quarter						Year-to-Date
	2011			2010			2011			2010
	(in millions)
Weighted-average Common Shares:
Issued Shares		334			326			332			324
Treasury Shares		(29	)		(1	)		(21	)		0
Basic Shares		305			325			311			324
Effect of Dilutive Options and Restricted Stock		10			9			10			9
Diluted Shares		315			334			321			333
Anti-dilutive Options and Awards (a)		1			3			1			3

(a) These options and awards were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

Shareholders' Equity

Share Repurchases

Under the authority of the Company's Board of Directors, the Company repurchased shares of its common stock under the following repurchase programs during year-to-date 2011 and 2010:

	Amount Authorized		Shares Repurchased				Amount Repurchased
Repurchase Program			2011		2010		2011		2010
	(in millions)		(in thousands)				(in millions)
May 2011 (a)	$	500		7,750		NA	$	296	$	0
March 2011		500		13,695		NA		500		0
November 2010 (b)		200		3,431		NA		109		0
March 2010 (c)		200		NA		2,817		0		68
Total Shares Repurchased				24,876		2,817	$	905	$	68

(a) The May 2011 repurchase program had $204 million remaining as of July 30, 2011.

(b) The November 2010 repurchase program had $31 million remaining at the time it was cancelled in conjunction with the approval of the March 2011 repurchase program.

(c) The March 2010 repurchase program had $53 million remaining at the time it was cancelled in conjunction with the approval of the November 2010 repurchase program.

NA Not applicable

For the May 2011 repurchase program, $15 million of share repurchases were reflected in Accounts Payable on the July 30, 2011 Consolidated Balance Sheet and were settled in August 2011.

Subsequent to July 30, 2011, the Company repurchased an additional 3 million shares of common stock for $113 million under the May 2011 repurchase program.

Dividends

In March 2010, the Company's Board of Directors declared a special dividend of $1 per share. The special dividend, totaling $325 million, was distributed on April 19, 2010 to shareholders of record at the close of business on April 5, 2010. In accordance with the anti-dilutive provisions of the 1993 Stock Option and Performance Incentive Plan, the Company adjusted both the exercise price and the number of share-based awards outstanding as of the record date of the special dividend. The aggregate fair value, the aggregate intrinsic value and the ratio of the exercise price to the market price were approximately equal immediately before and after the adjustment. Therefore, no compensation expense was recognized.

In January 2011, the Company's Board of Directors declared its first quarter 2011 common stock dividend of $0.20 per share. The dividend totaling $64 million was paid on March 11, 2011. This is a $0.05 increase from the Company's previous quarterly dividends.

In May 2011, the Company's Board of Directors declared a special dividend of $1 per share. The special dividend, totaling $304 million, was distributed on July 1, 2011 to shareholders of record at the close of business on June 17, 2011. Consistent with the March 2010 special dividend, the Company adjusted both the exercise price and the number of share-based awards outstanding as of the record date.

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Earnings Per Share And Shareholders' Equity (Narrative) (Details) (USD $) In Millions	6 Months Ended	1 Months Ended	6 Months Ended	1 Months Ended
	Jul. 30, 2011	Nov. 30, 2010 March Repurchase Program [Member]	Jul. 30, 2011 May Repurchase Program [Member]	Mar. 31, 2011 November Repurchase Program [Member]
Share repurchase reflected in Accounts payable			$ 15
Stock repurchase program remaining authorized repurchase amount		53	204	31
Common stock repurchased, shares			3.0
Common stock repurchased	$ 10		$ 113

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Long-term Debt

6 Months Ended

Jul. 30, 2011

Long-term Debt

Long-term Debt

9. Long-term Debt

The following table provides the Company's long-term debt balance as of July 30, 2011, January 29, 2011 and July 31, 2010:

	July 30, 2011		January 29, 2011		July 31, 2010
	(in millions)
Senior Secured Debt
5.30% Mortgage due August 2010	$	0	$	0	$	2
Senior Unsecured Debt with Subsidiary Guarantee
$1 billion, 6.625% Fixed Interest Rate Notes due April 2021 ("2021 Notes")	$	1,000	$	0	$	0
$500 million, 8.50% Fixed Interest Rate Notes due June 2019, Less Unamortized Discount ("2019 Notes")		487		486		485
$400 million, 7.00% Fixed Interest Rate Notes due May 2020 ("2020 Notes")		400		400		400
Total Senior Unsecured Debt with Subsidiary Guarantee	$	1,887	$	886	$	885
Senior Unsecured Debt
$700 million, 6.90% Fixed Interest Rate Notes due July 2017, Less Unamortized Discount ("2017 Notes")(a)	$	711	$	699	$	703
$350 million, 6.95% Fixed Interest Rate Debentures due March 2033, Less Unamortized Discount ("2033 Notes")		350		350		350
$300 million, 7.60% Fixed Interest Rate Notes due July 2037, Less Unamortized Discount ("2037 Notes")		299		299		299
5.25% Fixed Interest Rate Notes due November 2014, Less Unamortized Discount ("2014 Notes")(b)		219		215		237
6.125% Fixed Interest Rate Notes due December 2012, Less Unamortized Discount ("2012 Notes")(c)		58		58		58
Total Senior Unsecured Debt	$	1,637	$	1,621	$	1,647
Total	$	3,524	$	2,507	$	2,534
Current Portion of Long-term Debt		0		0		(2	)
Total Long-term Debt, Net of Current Portion	$	3,524	$	2,507	$	2,532

(a) The balance includes a fair value interest rate hedge adjustment which increased the debt balance by $12 million as of July 30, 2011, $0 million as of January 29, 2011 and $4 million as of July 31, 2010.

(b) The principal balance outstanding was $213 million as of both July 30, 2011 and January 29, 2011 and $234 million as of July 31, 2010. The balances include a fair value interest rate hedge adjustment which increased the debt balance by $7 million as of July 30, 2011, $2 million as of January 29, 2011 and $4 million as of July 31, 2010.

(c) The principal balance outstanding was $57 million as of both July 30, 2011 and January 29, 2011 and $58 million as of July 31, 2010. The balances included a fair value interest rate hedge adjustment which increased the debt balance by $1 million as of July 30, 2011, January 29, 2011 and July 31, 2010.

Issuance of Notes

2011

In March 2011, the Company issued $1 billion of 6.625% notes due in April 2021 utilizing an existing shelf registration under which debt securities, common and preferred stock and other securities can be issued. The 2021 Notes are jointly and severally guaranteed on a full and unconditional basis by the guarantors. The net proceeds from the issuance were $981 million, which included transaction costs of $19 million. These transaction costs are being amortized through the maturity date of April 2021 and are included within Other Assets on the July 30, 2011 Consolidated Balance Sheet.

2010

In May 2010, the Company issued $400 million of 7.00% notes due in May 2020 utilizing an existing shelf registration under which debt securities, common and preferred stock and other securities can be issued. The 2020 Notes are jointly and severally guaranteed on a full and unconditional basis by the guarantors. The net proceeds from the issuance were $390 million, which included transaction costs of $10 million. These transaction costs are being amortized through the maturity date of May 2020 and are included within Other Assets on the July 30, 2011, January 29, 2011 and July 31, 2010 Consolidated Balance Sheets.

Repurchase of Notes

In May 2010, the Company used a portion of the proceeds from the 2020 Notes to repurchase $134 million of the Company's 2012 Notes for $144 million. The Company used the remaining portion of the proceeds from the 2020 Notes to repurchase $266 million of the 2014 Notes for $277 million. The loss on extinguishment of this debt was $25 million and is included in Other Income (Loss) on the 2010 Consolidated Statements of Income.

In August 2010, the Company repurchased $20 million and $1 million of 2014 Notes and 2012 Notes, respectively, through open-market transactions.

Revolving Facility

On July 15, 2011, the Company entered into an amendment and restatement ("Amendment") of its secured revolving credit facility ("Revolving Facility"). The Amendment increased the aggregate amount of the commitments of the lenders under the Revolving Facility from $800 million to $1 billion and extended the termination date from August 1, 2014 to July 15, 2016. In addition, the Amendment reduced fees payable under the Revolving Facility which are based on the Company's long-term credit ratings. The fees related to committed and unutilized amounts per year were reduced from 0.50% to 0.325% and the fees related to outstanding letters of credit were reduced from 3.00% to 1.75%. In addition, the interest rate on outstanding borrowings was reduced from the London Interbank Offered Rate ("LIBOR") plus 3.00% to LIBOR plus 1.75%.

The Company incurred fees related to the Amendment of the Revolving Facility of $7 million, which were capitalized and are being amortized over the remaining term of the Revolving Facility.

The Revolving Facility contains fixed charge coverage and debt to EBITDA financial covenants. The Company is required to maintain a fixed charge coverage ratio of not less than 1.75 to 1.00 and a consolidated debt to consolidated EBITDA ratio not exceeding 4.00 to 1.00 for the most recent four-quarter period. In addition, the Revolving Facility provides that investments and restricted payments may be made, without limitation on amount, if (a) at the time of and after giving effect to such investment or restricted payment the ratio of consolidated debt to consolidated EBITDA for the most recent four-quarter period is less than 3.00 to 1.00 and (b) no default or event of default exists. As of July 30, 2011, the Company was in compliance with both of its financial covenants and the ratio of consolidated debt to consolidated EBITDA was less than 3.00 to 1.00.

As of July 30, 2011, there were no borrowings outstanding under the Revolving Facility.

Letters of Credit

The Revolving Facility supports the Company's letter of credit program. The Company had $30 million of outstanding letters of credit as of July 30, 2011 that reduce its remaining availability under its credit agreements.

Term Loan and Participating Interest Rate Swap Arrangements

In March 2010, the Company prepaid $200 million of a term loan. In conjunction with the term loan prepayment, the Company terminated participating interest rate swap arrangements totaling $200 million. For additional information, see Note 10, "Derivative Instruments."

Fair Value Interest Rate Swap Arrangements

For information related to the Company's fair value interest rate swap arrangements, see Note 10, "Derivative Instruments."

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Retirement Benefits

6 Months Ended

Jul. 30, 2011

Retirement Benefits

Retirement Benefits

14. Retirement Benefits

The Company sponsors a tax-qualified defined contribution retirement plan and a non-qualified supplemental retirement plan for substantially all of its associates within the United States of America. Participation in the tax-qualified plan is available to associates who meet certain age and service requirements. Participation in the non-qualified plan is made available to associates who meet certain age, service, job level and compensation requirements.

The qualified plan permits participating associates to elect contributions up to the maximum limits allowable under the Internal Revenue Code. The Company matches associate contributions according to a predetermined formula and contributes additional amounts based on a percentage of the associates' eligible annual compensation and years of service. Associate contributions and Company matching contributions vest immediately. Additional Company contributions and the related investment earnings are subject to vesting based on years of service. Total expense recognized related to the qualified plan was $13 million and $12 million for the second quarter of 2011 and 2010, respectively. Total expense recognized related to the qualified plan was $27 million and $25 million for year-to-date 2011 and 2010, respectively.

The non-qualified plan is an unfunded plan which provides benefits beyond the Internal Revenue Code limits for qualified defined contribution plans. The plan permits participating associates to elect contributions up to a maximum percentage of eligible compensation. The Company matches associate contributions according to a predetermined formula and contributes additional amounts based on a percentage of the associates' eligible compensation and years of service. The plan also permits participating associates to defer additional compensation up to a maximum amount which the Company does not match. Associates' accounts are credited with interest using a rate determined by the Company. Associate contributions and the related interest vest immediately. Company contributions, along with related interest, are subject to vesting based on years of service. Associates may elect in-service distributions for the unmatched additional deferred compensation component only. The remaining vested portion of associates' accounts in the plan will be distributed upon termination of employment in either a lump sum or in annual installments over a specified period of up to 10 years. Total expense recognized related to the non-qualified plan was $6 million for both the second quarter of 2011 and 2010. Total expense recognized related to the non-qualified plan was $12 million for both year-to-date 2011 and 2010.

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Derivative Instruments

6 Months Ended

Jul. 30, 2011

Derivative Instruments

Derivative Instruments

10. Derivative Instruments

Foreign Exchange Risk

In January 2007, the Company entered into a series of cross-currency swaps related to approximately $470 million of Canadian dollar denominated intercompany loans. These cross-currency swaps mitigate the exposure to fluctuations in the U.S. dollar-Canadian dollar exchange rate related to the Company's La Senza operations. The cross-currency swaps require the periodic exchange of fixed rate Canadian dollar interest payments for fixed rate U.S. dollar interest payments as well as exchange of Canadian dollar and U.S. dollar principal payments upon maturity. The cross-currency swaps mature between 2015 and 2018 at the same time as the related loans and are designated as cash flow hedges of foreign currency exchange risk. Changes in the U.S. dollar-Canadian dollar exchange rate and the related swap settlements result in reclassification of amounts from accumulated other comprehensive income (loss) to earnings to completely offset foreign currency transaction gains and losses recognized on the intercompany loans.

The following table provides a summary of the fair value and balance sheet classification of the derivative financial instruments designated as foreign exchange cash flow hedges as of July 30, 2011, January 29, 2011 and July 31, 2010:

	July 30, 2011		January 29, 2011		July 31, 2010
	(in millions)
Other Long-term Liabilities	$	83	$	57	$	34

The following table provides a summary of the pre-tax financial statement effect of the gains and losses on the Company's derivative instruments designated as foreign exchange cash flow hedges for the second quarter and year-to-date 2011 and 2010:

		Second Quarter						Year-to-Date
	Location	2011			2010			2011			2010
		(in millions)
Gain (Loss) Recognized in Other Comprehensive Income (Loss)	Other Comprehensive Income (Loss)	$	2		$	13		$	(26	)	$	0
(Gain) Loss Reclassified from Accumulated Other Comprehensive Income (Loss) into Other Income (Loss) (a)	Other Income (Loss)		(5	)		(5	)		23			18

(a) Represents reclassification of amounts from accumulated other comprehensive income (loss) to earnings to completely offset foreign currency transaction gains and losses recognized on the intercompany loans. No ineffectiveness was associated with these foreign exchange cash flow hedges.

Interest Rate Risk

Interest Rate Designated Cash Flow Hedges

In March 2010, the Company prepaid a $200 million term loan. In conjunction with the term loan pre-payment, the Company terminated participating interest rate swap arrangements totaling $200 million resulting in a realized loss of $10 million. This realized loss was expensed in Interest Expense on the year-to-date 2010 Consolidated Statement of Income as there are no future cash flows associated with these terminated swap arrangements.

Interest Rate Designated Fair Value Hedges

In June 2010, the Company entered into multiple interest rate swap arrangements related to all of the outstanding 2012 Notes, all of the outstanding 2014 Notes and $175 million of the outstanding 2017 Notes. The interest rate swap arrangements effectively convert the fixed interest rate on the related debt to a variable interest rate based on a LIBOR plus a fixed interest rate.

The swap arrangements are designated as fair value hedges. The changes in the fair value of the interest rate swaps have an equal and offsetting impact to the carrying value of the debt on the balance sheet. The differential to be paid or received on the interest rate swap arrangements is accrued and recognized as an adjustment to interest expense.

In August 2010, the Company terminated interest rate designated fair value hedges with a notional amount of $21 million in conjunction with the repurchase of $20 million and $1 million of 2014 Notes and 2012 Notes, respectively.

In January 2011, the Company entered into multiple fair value interest rate swap arrangements to effectively convert an additional $150 million of the outstanding 2017 Notes from a fixed interest rate to a variable interest rate.

In July 2011, the Company terminated interest rate designated fair value hedges related to the 2012 Notes with a notional amount of $57 million. In settlement of these hedges, the Company received $1 million. The settlement amount was equal to the fair value adjustment to the 2012 Notes and is being amortized in interest expense through the maturity date of the 2012 Notes.

Subsequent to July 30, 2011, the Company terminated interest rate designated fair value hedges related to the 2014 Notes with a notional amount of $213 million. In settlement of these hedges, the Company received $10 million. The settlement amount was equal to the fair value adjustment to the 2014 Notes and will be amortized in interest expense through the maturity date of the 2014 Notes.

The following table provides a summary of the fair value and balance sheet classification of the derivative financial instruments designated as interest rate fair value hedges as of July 30, 2011, January 29, 2011, and July 31, 2010:

	July 30, 2011		January 29, 2011		July 31, 2010
	(in millions)
Other Assets	$	19	$	3	$	9

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Segment Information (Tables)

6 Months Ended

Jul. 30, 2011

Segment Information

Schedule Of Segment Reporting Information

	Victoria's Secret		Bath & Body  Works		Other			Total
	(in millions)
2011
Second Quarter:
Net Sales	$	1,571	$	563	$	324		$	2,458
Operating Income (Loss) (a)		239		70		(115	)		194
Year-to-Date:
Net Sales	$	3,014	$	1,043	$	618		$	4,675
Operating Income (Loss) (b)		479		124		(193	)		410
2010
Second Quarter:
Net Sales	$	1,448	$	537	$	257		$	2,242
Operating Income (Loss)		192		64		(20	)		236
Year-to-Date:
Net Sales	$	2,712	$	967	$	495		$	4,174
Operating Income (Loss)		359		102		(40	)		421

(a) Other includes $113 million of expense associated with the charitable contribution to The Limited Brands Foundation. For additional information, see Note 7, "Equity Investments."

(b) Other includes $163 million of expense associated with the charitable contribution to The Limited Brands Foundation. For additional information, see Note 7, "Equity Investments."

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Income Taxes

6 Months Ended

Jul. 30, 2011

Income Taxes

Income Taxes

8. Income Taxes

The provision for income taxes is based on the current estimate of the annual effective tax rate and is adjusted as necessary for quarterly events. The Company's quarterly effective tax rate does not reflect a benefit associated with losses related to certain foreign subsidiaries.

For the second quarter of 2011 and year-to-date 2011, the Company's effective tax rates were 16.2% and 24.5%, respectively. The 2011 rates were lower than the Company's combined estimated federal and state rate of 38.5% primarily due to tax benefits associated with the Company's charitable contribution of Express shares to The Limited Brands Foundation.

For the second quarter of 2010 and year-to-date 2010, the Company's effective tax rates were 26.8% and 32.4%, respectively. The 2010 rates were lower than the Company's combined estimated federal and state rate of 38.5% primarily due to the divestiture of its remaining 25% ownership in Limited Stores, which resulted in the recognition of the capital loss associated with the 2007 divestiture of 75% of its ownership in Limited Stores.

Income taxes paid were approximately $138 million and $99 million for the second quarter of 2011 and 2010, respectively. Income taxes paid approximated $353 million and $268 million for year-to-date 2011 and 2010, respectively.

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Derivative Instruments (Foreign Exchange Contracts - Balance Sheet Hedging Disclosure) (Details) (USD $) In Millions	Jul. 30, 2011	Jan. 29, 2011	Jul. 31, 2010
Derivative Instruments
Other Long-term Liabilities	$ 83	$ 57	$ 34

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Description Of Business And Basis Of Presentation

6 Months Ended

Jul. 30, 2011

Description Of Business And Basis Of Presentation

Description Of Business And Basis Of Presentation

1. Description of Business and Basis of Presentation

Description of Business

Limited Brands, Inc. ("the Company") operates in the highly competitive specialty retail business. The Company is a specialty retailer of women's intimate and other apparel, beauty and personal care products and accessories. The Company sells its merchandise through specialty retail stores in the United States ("U.S.") and Canada, which are primarily mall-based, and through its websites, catalogue and international franchise, license and wholesale partners. The Company currently operates the following retail brands:

• Victoria's Secret

• Victoria's Secret Pink

• Bath & Body Works

• La Senza

• Henri Bendel

Fiscal Year

The Company's fiscal year ends on the Saturday nearest to January 31. As used herein, "second quarter of 2011" and "second quarter of 2010" refer to the thirteen week periods ending July 30, 2011 and July 31, 2010, respectively. "Year-to-date 2011" and "year-to-date 2010" refer to the twenty-six week periods ending July 30, 2011 and July 31, 2010, respectively.

 Basis of Consolidation

The Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company accounts for investments in unconsolidated entities where it exercises significant influence, but does not have control, using the equity method. Under the equity method of accounting, the Company recognizes its share of the investee net income or loss. Losses are only recognized to the extent the Company has positive carrying value related to the investee. Carrying values are only reduced below zero if the Company has an obligation to provide funding to the investee. The Company's share of net income or loss of unconsolidated entities from which the Company purchases merchandise or merchandise components is included in Costs of Goods Sold, Buying and Occupancy on the Consolidated Statements of Income. The Company's share of net income or loss of all other unconsolidated entities is included in Other Income on the Consolidated Statements of Income. The Company's equity investments are required to be tested for impairment when it is determined there may be an other than temporary loss in value.

Express

2010

Through May 12, 2010, the Company had a 25% ownership interest in Express and accounted for this investment under the equity method of accounting. On May 13, 2010, Express completed an initial public offering ("IPO"). Additionally, the Company sold a portion of its shares of common stock in Express in conjunction with the IPO. As a result, the Company's ownership interest was diluted from 25% to 18%. The Company eliminated in consolidation 25% of gross merchandise sourcing revenue to Express through May 12, 2010 and eliminated 18% from May 13, 2010 through the end of the second quarter of 2010.

Based on the Company's reduced ownership in Express, the resulting loss of contractual rights and the resignation of the Company's seats on Express' Board of Directors in August 2010, the Company concluded that it was no longer appropriate to account for its investment in Express using the equity method of accounting. Thus, at the beginning of the third quarter of 2010, the Company commenced accounting for its investment in Express using the cost method of accounting. As a result of the accounting change, the Company ceased recording equity income (loss) from Express in Other Income on the Consolidated Statement of Income and the Company also began recognizing 100% of gross merchandise sourcing revenue from Express.

2011

In April 2011, the Company sold a portion of its remaining shares of common stock in Express in an Express secondary offering, which reduced the Company's ownership in Express to 8%. A gain was recognized upon the disposition of the shares. In April 2011, the Company also formally renounced its rights to its Express Board of Directors' seat. As a result, the Company commenced accounting for its investment in Express using the available-for-sale method of accounting in the first quarter of 2011.

In July 2011, the Company contributed all of its remaining shares of common stock in Express to The Limited Brands Foundation. For additional information, see Note 7, "Equity Investments and Other."

Limited Stores

Through June 9, 2010, the Company had a 25% ownership interest in Limited Stores. The Company accounted for this investment under the equity method of accounting and eliminated in consolidation 25% of gross merchandise sourcing revenue to Limited Stores equal to the Company's ownership percentage. On June 10, 2010, the Company divested its remaining 25% ownership percentage in Limited Stores and resigned its seat on Limited Stores' Board of Directors. Beginning June 10, 2010, the Company ceased recording equity income (loss) from Limited Stores and also began recognizing 100% of gross merchandise sourcing revenue to Limited Stores.

Interim Financial Statements

The Consolidated Financial Statements as of and for the quarter ended July 30, 2011 and July 31, 2010 are unaudited and are presented pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). These Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in the Company's 2010 Annual Report on Form 10-K.

In the opinion of management, the accompanying Consolidated Financial Statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods.

Seasonality of Business

Due to seasonal variations in the retail industry, the results of operations for any interim period are not necessarily indicative of the results expected for the full fiscal year.

Concentration of Credit Risk

The Company maintains cash and cash equivalents with various major financial institutions. Currently, the Company's investment portfolio is comprised of U.S. and Canadian government obligations and AAA-rated money market funds, bank time deposits and highly rated commercial paper.

The Company monitors the relative credit standing of financial institutions and other entities with whom the Company transacts and limits the amount of credit exposure with any one entity. The Company also monitors the creditworthiness of entities to which the Company grants credit terms in the normal course of business and counterparties to derivative instruments.

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Inventories

6 Months Ended

Jul. 30, 2011

Inventories

Inventories

4. Inventories

The following table provides details of inventories as of July 30, 2011, January 29, 2011 and July 31, 2010:

	July 30, 2011		January 29, 2011		July 31, 2010
	(in millions)
Finished Goods Merchandise	$	999	$	956	$	984
Raw Materials and Merchandise Components		105		76		99
Total Inventories	$	1,104	$	1,032	$	1,083

Inventories are principally valued at the lower of cost, as determined by the weighted-average cost method, or market.

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Property And Equipment, Net (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jul. 30, 2011	Jul. 31, 2010	Jul. 30, 2011	Jul. 31, 2010	Jan. 29, 2011
Property And Equipment, Net
Property and Equipment, at Cost	$ 4,227	$ 4,082	$ 4,227	$ 4,082	$ 4,183
Accumulated Depreciation and Amortization	(2,644)	(2,441)	(2,644)	(2,441)	(2,573)
Property and Equipment, Net	1,583	1,641	1,583	1,641	1,610
Depreciation expense	$ 97	$ 96	$ 194	$ 191

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Comprehensive Income (Loss) (Tables)

6 Months Ended

Jul. 30, 2011

Comprehensive Income (Loss)

Components Of Other Comprehensive Income (Loss)

	Second Quarter						Year-to-Date
	2011			2010			2011			2010
	(in millions)
Net Income	$	231		$	178		$	396		$	291
Other Comprehensive Income (Loss):
Foreign Currency Translation		1			2			(1	)		0
Unrealized Gain (Loss) on Cash Flow Hedges		2			13			(26	)		0
Reclassification of Cash Flow Hedges to Earnings		(5	)		(5	)		24			25
Total Comprehensive Income	$	229		$	188		$	393		$	316

Components Of Accumulated Other Comprehensive Income (Loss)

	July 30, 2011			January 29, 2011			July 31, 2010
	(in millions)
Foreign Currency Translation	$	(9	)	$	(7	)	$	(6	)
Cash Flow Hedges		7			8			15
Total Accumulated Other Comprehensive Income (Loss)	$	(2	)	$	1		$	9

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Comprehensive Income (Loss) (Components Of Other Comprehensive Income (Loss)) (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jul. 30, 2011	Jul. 31, 2010	Jul. 30, 2011	Jul. 31, 2010
Comprehensive Income (Loss)
Net Income	$ 231	$ 178	$ 396	$ 291
Other Comprehensive Income (Loss):
Foreign Currency Translation	1	2	(1)	0
Unrealized Gain (Loss) on Cash Flow Hedges	2	13	(26)	0
Reclassification of Cash Flow Hedges to Earnings	(5)	(5)	24	25
Total Comprehensive Income	$ 229	$ 188	$ 393	$ 316

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Commitments And Contingencies (Narrative) (Details) (USD $) In Millions	1 Months Ended		6 Months Ended		12 Months Ended
	Jul. 31, 2011	Apr. 30, 2011	Jul. 30, 2011	Jul. 31, 2010	Jan. 29, 2011
Amount pledged to The Limited Brands Foundation	$ 50	$ 50
Contribution of shares	7.2
Lease guarantees remaining after disposition of certain businesses			82
Maturity year				2017
Guarantee obligations liability			0	0	0
Express Limited Stores And New York And Company [Member]
Lease guarantees remaining after disposition of certain businesses			57	75	65
Lease guarantees, estimated fair value			$ 5	$ 7	$ 6

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Derivative Instruments (Narrative) (Details) (USD $)	1 Months Ended				6 Months Ended						1 Months Ended			1 Months Ended		1 Months Ended
	Aug. 31, 2011	Jul. 31, 2011	Aug. 31, 2010	Mar. 31, 2010	Jul. 30, 2011	Jul. 31, 2010	Jan. 31, 2007	Jan. 31, 2007 Maximum [Member] Cross-Currency Swaps [Member]	Jan. 31, 2007 Minimum [Member] Cross-Currency Swaps [Member]	Mar. 31, 2010 Interest Rate Swap	Mar. 31, 2010 Variable Rate Term Loan Due August 2012 [Member]	Jan. 29, 2011 2017 Notes [Member]	Jun. 30, 2010 2017 Notes [Member]	May 31, 2010 Fixed Rate 5.25% Notes Due November 2014 [Member]	Aug. 31, 2010 Fixed Rate 5.25% Notes Due November 2014 [Member]	May 31, 2010 Fixed Rate 6.125% Notes Due December 2012 [Member]	Aug. 31, 2010 Fixed Rate 6.125% Notes Due December 2012 [Member]
Canadian dollar denominated intercompany loans related to cross-currency swaps							$ 470,000,000
Repurchase of notes in conjunction with termination of fair value hedges														266,000,000	20,000,000	134,000,000	1,000,000
Derivative instruments maturity period								2018	2015
Prepayment of long-term debt					0	621,000,000					200,000,000			277,000,000		144,000,000
Termination of derivatives										200,000,000
Future cash flows associated with terminated swap arrangements				0
Arrangements terminated, realized losses recognized as interest expense										10,000,000
Fair value interest rate swap arrangements												150,000,000	175,000,000
Notional amount of interest rate fair value hedge terminated	213,000,000	57,000,000	21,000,000
Cash received on settlement of hedge		1,000,000
Cash received on settlement of hedge					$ 10,000,000

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Supplemental Guarantor Financial Information (Narrative) (Details)	6 Months Ended
	Jul. 30, 2011
Supplemental Guarantor Financial Information
Minimum percentage of assets owned by domestic subsidiaries	90.00%
Minimum percentage of accounts receivable and inventory owned by domestic subsidiaries	95.00%

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Property And Equipment, Net

6 Months Ended

Jul. 30, 2011

Property And Equipment, Net

Property And Equipment, Net

5. Property and Equipment, Net

The following table provides details of property and equipment, net as of July 30, 2011, January 29, 2011 and July 31, 2010:

	July 30, 2011			January 29, 2011			July 31, 2010
	(in millions)
Property and Equipment, at Cost	$	4,227		$	4,183		$	4,082
Accumulated Depreciation and Amortization		(2,644	)		(2,573	)		(2,441	)
Property and Equipment, Net	$	1,583		$	1,610		$	1,641

Depreciation expense was $97 million and $96 million for the second quarter of 2011 and 2010, respectively. Depreciation expense was $194 million and $191 million for year-to-date 2011 and 2010, respectively.

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Goodwill, Trade Names And Other Intangible Assets, Net (Schedule of Goodwill) (Details) (USD $) In Millions	6 Months Ended								3 Months Ended
	Jul. 30, 2011	Jul. 31, 2010	Jul. 30, 2011 Victoria's Secret [Member]		Jul. 31, 2010 Victoria's Secret [Member]		Jul. 30, 2011 Bath & Body Works [Member]	Jul. 31, 2010 Bath & Body Works [Member]	Jan. 31, 2009 LaSenza [Member]
Goodwill, beginning balance	$ 1,451	$ 1,442	$ 823	[1]	$ 814	[1]	$ 628	$ 628
Foreign Currency Translation	6	5	6	[1]	5	[1]	0	0
Goodwill, ending balance	1,457	1,447	829	[1]	819	[1]	628	628
Goodwill impairment charges									$ 189

[1] Balance is presented net of a $189 million La Senza impairment recognized in the fourth quarter of 2008.

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Long-term Debt (Tables)

6 Months Ended

Jul. 30, 2011

Long-term Debt

Schedule Of Long-term Debt Instruments

	July 30, 2011		January 29, 2011		July 31, 2010
	(in millions)
Senior Secured Debt
5.30% Mortgage due August 2010	$	0	$	0	$	2
Senior Unsecured Debt with Subsidiary Guarantee
$1 billion, 6.625% Fixed Interest Rate Notes due April 2021 ("2021 Notes")	$	1,000	$	0	$	0
$500 million, 8.50% Fixed Interest Rate Notes due June 2019, Less Unamortized Discount ("2019 Notes")		487		486		485
$400 million, 7.00% Fixed Interest Rate Notes due May 2020 ("2020 Notes")		400		400		400
Total Senior Unsecured Debt with Subsidiary Guarantee	$	1,887	$	886	$	885
Senior Unsecured Debt
$700 million, 6.90% Fixed Interest Rate Notes due July 2017, Less Unamortized Discount ("2017 Notes")(a)	$	711	$	699	$	703
$350 million, 6.95% Fixed Interest Rate Debentures due March 2033, Less Unamortized Discount ("2033 Notes")		350		350		350
$300 million, 7.60% Fixed Interest Rate Notes due July 2037, Less Unamortized Discount ("2037 Notes")		299		299		299
5.25% Fixed Interest Rate Notes due November 2014, Less Unamortized Discount ("2014 Notes")(b)		219		215		237
6.125% Fixed Interest Rate Notes due December 2012, Less Unamortized Discount ("2012 Notes")(c)		58		58		58
Total Senior Unsecured Debt	$	1,637	$	1,621	$	1,647
Total	$	3,524	$	2,507	$	2,534
Current Portion of Long-term Debt		0		0		(2	)
Total Long-term Debt, Net of Current Portion	$	3,524	$	2,507	$	2,532

(a) The balance includes a fair value interest rate hedge adjustment which increased the debt balance by $12 million as of July 30, 2011, $0 million as of January 29, 2011 and $4 million as of July 31, 2010.

(b) The principal balance outstanding was $213 million as of both July 30, 2011 and January 29, 2011 and $234 million as of July 31, 2010. The balances include a fair value interest rate hedge adjustment which increased the debt balance by $7 million as of July 30, 2011, $2 million as of January 29, 2011 and $4 million as of July 31, 2010.

(c) The principal balance outstanding was $57 million as of both July 30, 2011 and January 29, 2011 and $58 million as of July 31, 2010. The balances included a fair value interest rate hedge adjustment which increased the debt balance by $1 million as of July 30, 2011, January 29, 2011 and July 31, 2010.

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Supplemental Guarantor Financial Information (Consolidated Statements Of Income) (Details) (USD $) In Millions	3 Months Ended			6 Months Ended
	Jul. 30, 2011		Jul. 31, 2010	Jul. 30, 2011		Jul. 31, 2010
Net Sales	$ 2,458		$ 2,242	$ 4,675		$ 4,174
Costs of Goods Sold, Buying and Occupancy	(1,556)		(1,464)	(2,931)		(2,702)
Gross Profit	902		778	1,744		1,472
General, Administrative and Store Operating Expenses	(708)		(542)	(1,334)		(1,051)
Net Gain on Joint Venture						0
Operating Income	194	[1]	236	410	[2]	421
Interest Expense	(64)		(51)	(119)		(112)
Other Income (Expense)	146		59	234		122
Income Before Income Taxes	276		244	525		431
Provision (Benefit) for Income Taxes	45		66	129		140
Equity in Earnings, Net of Tax	0		0	0		0
Net Income	231		178	396		291
Limited Brands, Inc. [Member]
Net Sales	0		0	0		0
Costs of Goods Sold, Buying and Occupancy	0		0	0		0
Gross Profit	0		0	0		0
General, Administrative and Store Operating Expenses	(2)		(1)	(4)		(2)
Net Gain on Joint Venture						0
Operating Income	(2)		(1)	(4)		(2)
Interest Expense	(64)		(51)	(118)		(111)
Other Income (Expense)	0		(25)	0		(25)
Income Before Income Taxes	(66)		(77)	(122)		(138)
Provision (Benefit) for Income Taxes	0		(9)	0		(9)
Equity in Earnings, Net of Tax	297		246	518		420
Net Income	231		178	396		291
Guarantor Subsidiaries [Member]
Net Sales	2,254		2,106	4,315		3,945
Costs of Goods Sold, Buying and Occupancy	(1,446)		(1,384)	(2,731)		(2,597)
Gross Profit	808		722	1,584		1,348
General, Administrative and Store Operating Expenses	(486)		(512)	(1,065)		(993)
Net Gain on Joint Venture						0
Operating Income	322		210	519		355
Interest Expense	0		0	(9)		0
Other Income (Expense)	3		3	7		6
Income Before Income Taxes	325		213	517		361
Provision (Benefit) for Income Taxes	43		66	82		97
Equity in Earnings, Net of Tax	94		119	408		261
Net Income	376		266	843		525
Non-guarantor Subsidiaries [Member]
Net Sales	842		599	1,567		1,127
Costs of Goods Sold, Buying and Occupancy	(724)		(520)	(1,350)		(946)
Gross Profit	118		79	217		181
General, Administrative and Store Operating Expenses	(250)		(58)	(326)		(123)
Net Gain on Joint Venture						0
Operating Income	(132)		21	(109)		58
Interest Expense	(3)		(3)	(6)		(6)
Other Income (Expense)	146		83	231		145
Income Before Income Taxes	11		101	116		197
Provision (Benefit) for Income Taxes	2		9	47		52
Equity in Earnings, Net of Tax	(157)		(53)	149		(31)
Net Income	(148)		39	218		114
Eliminations [Member]
Net Sales	(638)		(463)	(1,207)		(898)
Costs of Goods Sold, Buying and Occupancy	614		440	1,150		841
Gross Profit	(24)		(23)	(57)		(57)
General, Administrative and Store Operating Expenses	30		29	61		67
Net Gain on Joint Venture						0
Operating Income	6		6	4		10
Interest Expense	3		3	14		5
Other Income (Expense)	(3)		(2)	(4)		(4)
Income Before Income Taxes	6		7	14		11
Provision (Benefit) for Income Taxes	0		0	0		0
Equity in Earnings, Net of Tax	(234)		(312)	(1,075)		(650)
Net Income	$ (228)		$ (305)	$ (1,061)		$ (639)

[1] Other includes $113 million of expense associated with the charitable contribution to The Limited Brands Foundation. For additional information, see Note 7, "Equity Investments."

[2] Other includes $163 million of expense associated with the charitable contribution to The Limited Brands Foundation. For additional information, see Note 7, "Equity Investments."

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Segment Information (Details) (USD $) In Millions	3 Months Ended			6 Months Ended
	Jul. 30, 2011		Jul. 31, 2010	Jul. 30, 2011		Jul. 31, 2010
Net Sales	$ 2,458		$ 2,242	$ 4,675		$ 4,174
Operating Income (Loss)	194	[1]	236	410	[2]	421
International sales	245		175	435		321
Contribution expense	113			163		0
Victoria's Secret [Member]
Net Sales	1,571		1,448	3,014		2,712
Operating Income (Loss)	239	[1]	192	479	[2]	359
Bath & Body Works [Member]
Net Sales	563		537	1,043		967
Operating Income (Loss)	70	[1]	64	124	[2]	102
Other [Member]
Net Sales	324		257	618		495
Operating Income (Loss)	$ (115)	[1]	$ (20)	$ (193)	[2]	$ (40)

[1] Other includes $113 million of expense associated with the charitable contribution to The Limited Brands Foundation. For additional information, see Note 7, "Equity Investments."

[2] Other includes $163 million of expense associated with the charitable contribution to The Limited Brands Foundation. For additional information, see Note 7, "Equity Investments."

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Supplemental Guarantor Financial Information (Tables)

3 Months Ended

6 Months Ended

12 Months Ended

Jul. 30, 2011

Jul. 31, 2010

Jul. 30, 2011

Jul. 31, 2010

Jan. 29, 2011

Supplemental Guarantor Financial Information

Consolidated Balance Sheets

	July 30, 2011
	Limited Brands, Inc.			Guarantor Subsidiaries		Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	0		$	565	$	470		$	0		$	1,035
Accounts Receivable, Net		2			194		45			0			241
Inventories		0			911		193			0			1,104
Deferred Income Taxes		0			31		(1	)		0			30
Other		(2	)		160		84			0			242
Total Current Assets		0			1,861		791			0			2,652
Property and Equipment, Net		0			903		680			0			1,583
Goodwill		0			1,318		139			0			1,457
Trade Names and Other Intangible Assets, Net		0			411		187			0			598
Net Investments in and Advances to/from Consolidated Affiliates		4,011			16,110		3,205			(23,326	)		0
Other Assets		210			45		602			(647	)		210
Total Assets	$	4,221		$	20,648	$	5,604		$	(23,973	)	$	6,500
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	15		$	321	$	310		$	0		$	646
Accrued Expenses and Other		52			384		260			0			696
Income Taxes		0			0		5			0			5
Total Current Liabilities		67			705		575			0			1,347
Deferred Income Taxes		(5	)		41		188			0			224
Long-term Debt		3,524			597		36			(633	)		3,524
Other Long-term Liabilities		10			564		218			(12	)		780
Total Equity		625			18,741		4,587			(23,328	)		625
Total Liabilities and Equity	$	4,221		$	20,648	$	5,604		$	(23,973	)	$	6,500

	July 31, 2010
	Limited Brands, Inc.			Guarantor Subsidiaries		Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	0		$	876	$	424		$	0		$	1,300
Accounts Receivable, Net		1			172		36			0			209
Inventories		0			923		160			0			1,083
Deferred Income Taxes		0			35		(3	)		0			32
Other		1			77		103			0			181
Total Current Assets		2			2,083		720			0			2,805
Property and Equipment, Net		0			997		644			0			1,641
Goodwill		0			1,318		129			0			1,447
Trade Names and Other Intangible Assets, Net		0			418		178			0			596
Net Investments in and Advances to/from Consolidated Affiliates		11,996			12,754		6,315			(31,065	)		0
Other Assets		64			90		785			(706	)		233
Total Assets	$	12,062		$	17,660	$	8,771		$	(31,771	)	$	6,722
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	2		$	366	$	191		$	0		$	559
Accrued Expenses and Other		30			337		248			0			615
Income Taxes		0			0		6			0			6
Total Current Liabilities		32			703		445			0			1,180
Deferred Income Taxes		(9	)		35		198			0			224
Long-term Debt		2,532			608		82			(690	)		2,532
Other Long-term Liabilities		13			555		159			(14	)		713
Total Equity		9,494			15,759		7,887			(31,067	)		2,073
Total Liabilities and Equity	$	12,062		$	17,660	$	8,771		$	(31,771	)	$	6,722

	January 29, 2011
	Limited Brands, Inc.			Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated Limited Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	0		$	701	$	429	$	0		$	1,130
Accounts Receivable, Net		1			189		42		0			232
Inventories		0			830		202		0			1,032
Deferred Income Taxes		0			30		5		0			35
Other		0			117		47		(1	)		163
Total Current Assets		1			1,867		725		(1	)		2,592
Property and Equipment, Net		0			936		674		0			1,610
Goodwill		0			1,318		133		0			1,451
Trade Names and Other Intangible Assets, Net		0			411		181		0			592
Net Investments in and Advances to/from Consolidated Affiliates		11,835			28,045		14,486		(54,366	)		0
Other Assets		176			55		645		(670	)		206
Total Assets	$	12,012		$	32,632	$	16,844	$	(55,037	)	$	6,451
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	0		$	312	$	233	$	0		$	545
Accrued Expenses and Other		29			420		316		0			765
Income Taxes		(3	)		167		30		0			194
Total Current Liabilities		26			899		579		0			1,504
Deferred Income Taxes		(6	)		28		180		0			202
Long-term Debt		2,507			608		47		(655	)		2,507
Other Long-term Liabilities		12			576		188		(15	)		761
Total Equity		9,473			30,521		15,850		(54,367	)		1,477
Total Liabilities and Equity	$	12,012		$	32,632	$	16,844	$	(55,037	)	$	6,451

Consolidated Statements Of Income

	Second Quarter 2011
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	0		$	2,254		$	842		$	(638	)	$	2,458
Costs of Goods Sold, Buying and Occupancy		0			(1,446	)		(724	)		614			(1,556	)
Gross Profit		0			808			118			(24	)		902
General, Administrative and Store Operating Expenses		(2	)		(486	)		(250	)		30			(708	)
Operating Income (Loss)		(2	)		322			(132	)		6			194
Interest Expense		(64	)		0			(3	)		3			(64	)
Interest Income		0			3			0			(3	)		0
Other Income (Expense)		0			0			146			0			146
Income (Loss) Before Income Taxes		(66	)		325			11			6			276
Provision (Benefit) for Income Taxes		0			43			2			0			45
Equity in Earnings, Net of Tax		297			94			(157	)		(234	)		0
Net Income (Loss)	$	231		$	376		$	(148	)	$	(228	)	$	231

	Second Quarter 2010
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	0		$	2,106		$	599		$	(463	)	$	2,242
Costs of Goods Sold, Buying and Occupancy		0			(1,384	)		(520	)		440			(1,464	)
Gross Profit		0			722			79			(23	)		778
General, Administrative and Store Operating Expenses		(1	)		(512	)		(58	)		29			(542	)
Operating Income (Loss)		(1	)		210			21			6			236
Interest Expense		(51	)		0			(3	)		3			(51	)
Interest Income		0			3			0			(3	)		0
Other Income (Expense)		(25	)		0			83			1			59
Income (Loss) Before Income Taxes		(77	)		213			101			7			244
Provision (Benefit) for Income Taxes		(9	)		66			9			0			66
Equity in Earnings, Net of Tax		246			119			(53	)		(312	)		0
Net Income (Loss)	$	178		$	266		$	39		$	(305	)	$	178

	Year-to-Date 2011
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	0		$	4,315		$	1,567		$	(1,207	)	$	4,675
Costs of Goods Sold, Buying and Occupancy		0			(2,731	)		(1,350	)		1,150			(2,931	)
Gross Profit		0			1,584			217			(57	)		1,744
General, Administrative and Store Operating Expenses		(4	)		(1,065	)		(326	)		61			(1,334	)
Operating Income (Loss)		(4	)		519			(109	)		4			410
Interest Expense		(118	)		(9	)		(6	)		14			(119	)
Interest Income		0			6			0			(6	)		0
Other Income (Expense)		0			1			231			2			234
Income (Loss) Before Income Taxes		(122	)		517			116			14			525
Provision (Benefit) for Income Taxes		0			82			47			0			129
Equity in Earnings, Net of Tax		518			408			149			(1,075	)		0
Net Income (Loss)	$	396		$	843		$	218		$	(1,061	)	$	396

	Year-to-Date 2010
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	0		$	3,945		$	1,127		$	(898	)	$	4,174
Costs of Goods Sold, Buying and Occupancy		0			(2,597	)		(946	)		841			(2,702	)
Gross Profit		0			1,348			181			(57	)		1,472
General, Administrative and Store Operating Expenses		(2	)		(993	)		(123	)		67			(1,051	)
Net Gain on Joint Ventures		0			0			0			0			0
Operating Income (Loss)		(2	)		355			58			10			421
Interest Expense		(111	)		0			(6	)		5			(112	)
Interest Income		0			6			0			(5	)		1
Other Income (Expense)		(25	)		0			145			1			121
Income (Loss) Before Income Taxes		(138	)		361			197			11			431
Provision (Benefit) for Income Taxes		(9	)		97			52			0			140
Equity in Earnings, Net of Tax		420			261			(31	)		(650	)		0
Net Income (Loss)	$	291		$	525		$	114		$	(639	)	$	291

Consolidated Statements Of Cash Flows

	Year-to-Date 2011
	Limited Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations		Consolidated Limited Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(94	)	$	205		$	112		$	0	$	223
Investing Activities:
Capital Expenditures		0			(88	)		(74	)		0		(162	)
Proceeds from Sale of Express Common Stock		0			0			99			0		99
Net Cash Provided by (Used for) Investing Activities		0			(88	)		25			0		(63	)
Financing Activities:
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs		981			0			0			0		981
Financing Costs		(7	)										(7	)
Repurchase of Common Stock		(890	)		0			0			0		(890	)
Dividends Paid		(431	)		0			0			0		(431	)
Excess Tax Benefits from Share-based Compensation		0			28			6			0		34
Net Financing Activities and Advances to/from Consolidated Affiliates		386			(281	)		(105	)		0		0
Proceeds from Exercise of Stock Options and Other		55			0			0			0		55
Net Cash Provided by (Used for) Financing Activities		94			(253	)		(99	)		0		(258	)
Effects of Exchange Rate Changes on Cash and Cash Equivalents		0			0			3			0		3
Net Increase (Decrease) in Cash and Cash Equivalents		0			(136	)		41			0		(95	)
Cash and Cash Equivalents, Beginning of Period		0			701			429			0		1,130
Cash and Cash Equivalents, End of Period	$	0		$	565		$	470		$	0	$	1,035

	Year-to-Date 2010
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations		Consolidated Limited Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(123	)	$	277		$	30		$	0	$	184
Investing Activities:
Capital Expenditures		0			(71	)		(39	)		0		(110	)
Return of Capital from Express		0			0			49			0		49
Return of Capital from Limited Stores		0			0			7			0		7
Proceeds from Divestiture of Limited Stores		0			0			32			0		32
Proceeds from Express Initial Public Offering		0			0			20			0		20
Net Investments in Consolidated Affiliates		0			0			0			0		0
Other Investing Activities		0			0			(1	)		0		(1	)
Net Cash Provided by (Used for) Investing Activities		0			(71	)		68			0		(3	)
Financing Activities:
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs		390			0			0			0		390
Payment of Long-term Debt		(621	)		0			0			0		(621	)
Financing Costs		(14	)		0			0			0		(14	)
Repurchase of Common Stock		(68	)		0			0			0		(68	)
Dividends Paid		(422	)		0			0			0		(422	)
Excess Tax Benefits from Share-based Compensation		0			8			2			0		10
Net Financing Activities and Advances to/from Consolidated Affiliates		820			(779	)		(41	)		0		0
Proceeds from Exercise of Stock Options and Other		38			0			0			0		38
Net Cash Provided by (Used for) Financing Activities		123			(771	)		(39	)		0		(687	)
Effects of Exchange Rate Changes on Cash and Cash Equivalents		0			0			2			0		2
Net Increase (Decrease) in Cash and Cash Equivalents		0			(565	)		61			0		(504	)
Cash and Cash Equivalents, Beginning of Period		0			1,441			363			0		1,804
Cash and Cash Equivalents, End of Period	$	0		$	876		$	424		$	0	$	1,300

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Goodwill, Trade Names And Other Intangible Assets, Net (Narrative) (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jul. 30, 2011	Jul. 31, 2010	Jul. 30, 2011	Jul. 31, 2010	Jan. 29, 2011
Goodwill, Trade Names And Other Intangible Assets, Net
Intangible assets with indefinite lives	$ 584	$ 571	$ 584	$ 571	$ 576
Intangible assets with finite lives	14	25	14	25	16
Amortization expense	1	1	2	3
Estimated future amortization expense for the remainder of 2011			2
Estimated future annual amortization expense in 2012			4
Estimated future annual amortization expense in 2013			3
Estimated future annual amortization expense in 2014			3
Estimated future annual amortization expense in 2015			$ 2

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Fair Value Measurements (Tables)

6 Months Ended

Jul. 30, 2011

Fair Value Measurements

Carrying Value And Fair Value Of Long-Term Debt, Disclosure

	July 30, 2011		January 29, 2011		July 31, 2010
	(in millions)
Carrying Value	$	3,524	$	2,507	$	2,534
Fair Value (a)		3,704		2,638		2,583

(a) The estimated fair value of the Company's publicly traded debt is based on quoted market prices. The estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

Fair Value, Assets And Liabilities Measured On Recurring Basis

	Level 1		Level 2		Level 3		Total
	(in millions)
As of July 30, 2011
Assets:
Cash and Cash Equivalents	$	1,035	$	0	$	0	$	1,035
Interest Rate Designated Fair Value Hedges		0		19		0		19
Liabilities:
Cross-currency Cash Flow Hedges		0		83		0		83
Lease Guarantees		0		0		5		5
As of January 29, 2011
Assets:
Cash and Cash Equivalents	$	1,130	$	0	$	0	$	1,130
Interest Rate Designated Fair Value Hedges		0		3		0		3
Liabilities:
Cross-currency Cash Flow Hedges		0		57		0		57
Lease Guarantees		0		0		6		6
As of July 31, 2010
Assets:
Cash and Cash Equivalents	$	1,300	$	0	$	0	$	1,300
Interest Rate Designated Fair Value Hedges		0		9		0		9
Liabilities:
Cross-currency Cash Flow Hedges		0		34		0		34
Lease Guarantees		0		0		7		7

Fair Value, Lease Guarantees On Recurring Basis, Unobservable Input

	Second Quarter						Year-to-Date
	2011			2010			2011			2010
	(in millions)
Beginning Balance	$	6		$	8		$	6		$	9
Change in Estimated Fair Value Reported in Earnings		(1	)		(1	)		(1	)		(2	)
Ending Balance	$	5		$	7		$	5		$	7

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Commitments And Contingencies

6 Months Ended

Jul. 30, 2011

Commitments And Contingencies

Commitments And Contingencies

13. Commitments and Contingencies

The Company is subject to various claims and contingencies related to lawsuits, taxes, insurance, regulatory and other matters arising out of the normal course of business. Actions filed against the Company from time to time include commercial, tort, intellectual property, customer, employment, data privacy, securities and other claims, including purported class action lawsuits. Management believes that the ultimate liability arising from such claims and contingencies, if any, is not likely to have a material adverse effect on the Company's results of operations, financial condition or cash flows.

In April 2011, the Company made a pledge of $50 million to The Limited Brands Foundation. In July 2011, the Company contributed all of its remaining 7.2 million shares of Express to The Limited Brands Foundation which fulfilled the $50 million pledge and provided additional funding for their charitable activities. For additional information, see Note 7, "Equity Investments and Other."

Guarantees

In connection with the disposition of certain businesses, the Company has remaining guarantees of approximately $82 million related to lease payments of Express, Limited Stores, Abercrombie & Fitch, Dick's Sporting Goods (formerly Galyan's), Lane Bryant, New York & Company and Anne.x under the current terms of noncancelable leases expiring at various dates through 2017. These guarantees include minimum rent and additional payments covering taxes, common area costs and certain other expenses and relate to leases that commenced prior to the disposition of the businesses. In certain instances, the Company's guarantee may remain in effect if the term of a lease is extended.

The Company's guarantees related to Express, Limited Stores and New York & Company require fair value accounting in accordance with generally accepted accounting principles ("U.S. GAAP") in effect at the time of these divestitures. The guaranteed lease payments related to Express, Limited Stores and New York & Company totaled $57 million as of July 30, 2011, $65 million as of January 29, 2011 and $75 million as of July 31, 2010. The estimated fair value of these guarantee obligations was $5 million as of July 30, 2011, $6 million as of January 29, 2011 and $7 million as of July 31, 2010, and is included in Other Long-term Liabilities on the Consolidated Balance Sheets.

The Company's guarantees related to Abercrombie & Fitch, Dick's Sporting Goods (formerly Galyan's), Lane Bryant and Anne.x are not subject to fair value accounting, but require that a loss be accrued when probable and reasonably estimable based on U.S. GAAP in effect at the time of these divestitures. The Company had no liability recorded with respect to any of the guarantee obligations as it concluded that payments under these guarantees were not probable as of July 30, 2011, January 29, 2011 and July 31, 2010.

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Fair Value Measurements (Fair Value, Assets And Liabilities Measured On Recurring Basis) (Details) (USD $) In Millions	Jul. 30, 2011	Apr. 30, 2011	Jan. 29, 2011	Jul. 31, 2010	May 01, 2010	Jan. 30, 2010
Assets:
Cash and Cash Equivalents	$ 1,035		$ 1,130	$ 1,300
Interest Rate Designated Fair Value Hedges	19		3	9
Liabilities:
Cross-currency Cash Flow Hedges	83		57	34
Lease Guarantees	5	6	6	7	8	9
Fair Value, Inputs, Level 1 [Member]
Assets:
Cash and Cash Equivalents	1,035		1,130	1,300
Interest Rate Designated Fair Value Hedges	0		0	0
Liabilities:
Cross-currency Cash Flow Hedges	0		0	0
Lease Guarantees	0		0	0
Fair Value, Inputs, Level 2 [Member]
Assets:
Cash and Cash Equivalents	0		0	0
Interest Rate Designated Fair Value Hedges	19		3	9
Liabilities:
Cross-currency Cash Flow Hedges	83		57	34
Lease Guarantees	0		0	0
Fair Value, Inputs, Level 3 [Member]
Assets:
Cash and Cash Equivalents	0		0	0
Interest Rate Designated Fair Value Hedges	0		0	0
Liabilities:
Cross-currency Cash Flow Hedges	0		0	0
Lease Guarantees	$ 5		$ 6	$ 7

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Retirement Benefits (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 30, 2011	Jul. 31, 2010	Jul. 30, 2011	Jul. 31, 2010
Retirement Benefits
Expense related to the qualified plan	$ 13	$ 12	$ 27	$ 25
Distribution of remaining vested portion of associates' accounts, annual installments period (years)			10
Expense related to the non-qualified plan	$ 6	$ 6	$ 12	$ 12

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Goodwill, Trade Names And Other Intangible Assets, Net

6 Months Ended

Jul. 30, 2011

Goodwill, Trade Names And Other Intangible Assets, Net

Goodwill, Trade Names and Other Intangible Assets, Net

6. Goodwill, Trade Names and Other Intangible Assets, Net

Goodwill

The following table provides the rollforward of goodwill for year-to-date 2011:

	Victoria's Secret (a)		Bath & Body  Works		Total
	(in millions)
Balance as of January 29, 2011	$	823	$	628	$	1,451
Foreign Currency Translation		6		0		6
Balance as of July 30, 2011	$	829	$	628	$	1,457

(a) Balance is presented net of a $189 million La Senza impairment recognized in the fourth quarter of 2008.

The following table provides the rollforward of goodwill for year-to-date 2010:

	Victoria's Secret (a)		Bath & Body  Works		Total
	(in millions)
Balance as of January 30, 2010	$	814	$	628	$	1,442
Foreign Currency Translation		5		0		5
Balance as of July 31, 2010	$	819	$	628	$	1,447

(a) Balance is presented net of a $189 million La Senza impairment recognized in the fourth quarter of 2008.

Intangible Assets – Indefinite Lives

Intangible assets with indefinite lives represent the Victoria's Secret, Bath & Body Works and La Senza trade names. These assets totaled $584 million as of July 30, 2011, $576 million as of January 29, 2011 and $571 million as of July 31, 2010 and are included in Trade Names and Other Intangible Assets, Net on the Consolidated Balance Sheets.

Intangible Assets – Finite Lives

Intangible assets with finite lives represent intellectual property, certain trademarks, licensing agreements, customer relationships and favorable operating leases. These assets totaled $14 million as of July 30, 2011, $16 million as of January 29, 2011 and $25 million as of July 31, 2010 and are included in Trade Names and Other Intangible Assets, Net on the Consolidated Balance Sheets. Amortization expense was $1 million and $1 million for the second quarter of 2011 and 2010, respectively. Amortization expense was $2 million and $3 million for year-to-date 2011 and 2010, respectively. Estimated future annual amortization expense will be approximately $2 million for the remainder of 2011, $4 million in 2012, $3 million in both 2013 and 2014 and $2 million 2015.

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Subsequent Events

6 Months Ended

Jul. 30, 2011

Subsequent Events

Subsequent Events

16. Subsequent Events

Subsequent to July 30, 2011, the Company terminated interest rate designated fair value hedges related to the 2014 Notes with a notional amount of $213 million. In settlement of these hedges, the Company received $10 million. For additional information, see Note 10, "Derivative Instruments."

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Supplemental Guarantor Financial Information (Consolidated Balance Sheets) (Details) (USD $) In Millions	Jul. 30, 2011	Jan. 29, 2011	Jul. 31, 2010	Jan. 30, 2010
Current Assets:
Cash and Cash Equivalents	$ 1,035	$ 1,130	$ 1,300	$ 1,804
Accounts Receivable, Net	241	232	209
Inventories	1,104	1,032	1,083
Deferred Income Taxes	30	35	32
Other	242	163	181
Total Current Assets	2,652	2,592	2,805
Property and Equipment, Net	1,583	1,610	1,641
Goodwill	1,457	1,451	1,447	1,442
Trade Names and Other Intangible Assets, Net	598	592	596
Net Investments in and Advances to/from Consolidated Affiliates	0	0	0
Other Assets	210	206	233
Total Assets	6,500	6,451	6,722
Current Liabilities:
Accounts Payable	646	545	559
Accrued Expenses and Other	696	765	615
Income Taxes	5	194	6
Total Current Liabilities	1,347	1,504	1,180
Deferred Income Taxes	224	202	224
Long-term Debt	3,524	2,507	2,532
Other Long-term Liabilities	780	761	713
Total Equity	625	1,477	2,073
Total Liabilities and Equity	6,500	6,451	6,722
Limited Brands, Inc. [Member]
Current Assets:
Cash and Cash Equivalents	0	0	0	0
Accounts Receivable, Net	2	1	1
Inventories	0	0	0
Deferred Income Taxes	0	0	0
Other	(2)	0	1
Total Current Assets	0	1	2
Property and Equipment, Net	0	0	0
Goodwill	0	0	0
Trade Names and Other Intangible Assets, Net	0	0	0
Net Investments in and Advances to/from Consolidated Affiliates	4,011	11,835	11,996
Other Assets	210	176	64
Total Assets	4,221	12,012	12,062
Current Liabilities:
Accounts Payable	15	0	2
Accrued Expenses and Other	52	29	30
Income Taxes	0	(3)	0
Total Current Liabilities	67	26	32
Deferred Income Taxes	(5)	(6)	(9)
Long-term Debt	3,524	2,507	2,532
Other Long-term Liabilities	10	12	13
Total Equity	625	9,473	9,494
Total Liabilities and Equity	4,221	12,012	12,062
Guarantor Subsidiaries [Member]
Current Assets:
Cash and Cash Equivalents	565	701	876	1,441
Accounts Receivable, Net	194	189	172
Inventories	911	830	923
Deferred Income Taxes	31	30	35
Other	160	117	77
Total Current Assets	1,861	1,867	2,083
Property and Equipment, Net	903	936	997
Goodwill	1,318	1,318	1,318
Trade Names and Other Intangible Assets, Net	411	411	418
Net Investments in and Advances to/from Consolidated Affiliates	16,110	28,045	12,754
Other Assets	45	55	90
Total Assets	20,648	32,632	17,660
Current Liabilities:
Accounts Payable	321	312	366
Accrued Expenses and Other	384	420	337
Income Taxes	0	167	0
Total Current Liabilities	705	899	703
Deferred Income Taxes	41	28	35
Long-term Debt	597	608	608
Other Long-term Liabilities	564	576	555
Total Equity	18,741	30,521	15,759
Total Liabilities and Equity	20,648	32,632	17,660
Non-guarantor Subsidiaries [Member]
Current Assets:
Cash and Cash Equivalents	470	429	424	363
Accounts Receivable, Net	45	42	36
Inventories	193	202	160
Deferred Income Taxes	(1)	5	(3)
Other	84	47	103
Total Current Assets	791	725	720
Property and Equipment, Net	680	674	644
Goodwill	139	133	129
Trade Names and Other Intangible Assets, Net	187	181	178
Net Investments in and Advances to/from Consolidated Affiliates	3,205	14,486	6,315
Other Assets	602	645	785
Total Assets	5,604	16,844	8,771
Current Liabilities:
Accounts Payable	310	233	191
Accrued Expenses and Other	260	316	248
Income Taxes	5	30	6
Total Current Liabilities	575	579	445
Deferred Income Taxes	188	180	198
Long-term Debt	36	47	82
Other Long-term Liabilities	218	188	159
Total Equity	4,587	15,850	7,887
Total Liabilities and Equity	5,604	16,844	8,771
Eliminations [Member]
Current Assets:
Cash and Cash Equivalents	0	0	0	0
Accounts Receivable, Net	0	0	0
Inventories	0	0	0
Deferred Income Taxes	0	0	0
Other	0	(1)	0
Total Current Assets	0	(1)	0
Property and Equipment, Net	0	0	0
Goodwill	0	0	0
Trade Names and Other Intangible Assets, Net	0	0	0
Net Investments in and Advances to/from Consolidated Affiliates	(23,326)	(54,366)	(31,065)
Other Assets	(647)	(670)	(706)
Total Assets	(23,973)	(55,037)	(31,771)
Current Liabilities:
Accounts Payable	0	0	0
Accrued Expenses and Other	0	0	0
Income Taxes	0	0	0
Total Current Liabilities	0	0	0
Deferred Income Taxes	0	0	0
Long-term Debt	(633)	(655)	(690)
Other Long-term Liabilities	(12)	(15)	(14)
Total Equity	(23,328)	(54,367)	(31,067)
Total Liabilities and Equity	$ (23,973)	$ (55,037)	$ (31,771)

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Subsequent Events (Details) (USD $) In Millions	6 Months Ended
	Jul. 30, 2011
Subsequent Events
Notional amount of fair value hedges	$ 213
Cash received on settlement of hedge	$ 10

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Inventories (Details) (USD $) In Millions	Jul. 30, 2011	Jan. 29, 2011	Jul. 31, 2010
Inventories
Finished Goods Merchandise	$ 999	$ 956	$ 984
Raw Materials and Merchandise Components	105	76	99
Total Inventories	$ 1,104	$ 1,032	$ 1,083

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Derivative Instruments (Tables)

6 Months Ended

Jul. 30, 2011

Derivative Instruments

Foreign Exchange Contracts - Balance Sheet Hedging Disclosure

	July 30, 2011		January 29, 2011		July 31, 2010
	(in millions)
Other Long-term Liabilities	$	83	$	57	$	34

Foreign Exchange Contracts - Cash Flow Hedging Disclosure

		Second Quarter						Year-to-Date
	Location	2011			2010			2011			2010
		(in millions)
Gain (Loss) Recognized in Other Comprehensive Income (Loss)	Other Comprehensive Income (Loss)	$	2		$	13		$	(26	)	$	0
(Gain) Loss Reclassified from Accumulated Other Comprehensive Income (Loss) into Other Income (Loss) (a)	Other Income (Loss)		(5	)		(5	)		23			18

(a) Represents reclassification of amounts from accumulated other comprehensive income (loss) to earnings to completely offset foreign currency transaction gains and losses recognized on the intercompany loans. No ineffectiveness was associated with these foreign exchange cash flow hedges.

Interest Rate Cash Flow Hedges On Balance Sheet, Disclosure

	July 30, 2011		January 29, 2011		July 31, 2010
	(in millions)
Other Assets	$	19	$	3	$	9

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Consolidated Statements Of Cash Flows (USD $) In Millions	6 Months Ended
	Jul. 30, 2011	Jul. 31, 2010
Operating Activities:
Net Income	$ 396	$ 291
Adjustments to Reconcile Net Income to Net Cash Provided by (Used for) Operating Activities:
Depreciation and Amortization of Long-lived Assets	196	194
Amortization of Landlord Allowances	(16)	(17)
Deferred Income Taxes	23	2
Share-based Compensation Expense	24	23
Excess Tax Benefits from Share-based Compensation	(34)	(10)
Gain on Sale of Express Common Stock	(86)	0
Contribution of Express Common Stock to The Limited Brands Foundation	163	0
Gain on Contribution of Express Common Stock to The Limited Brands Foundation	(147)	0
Gain on Distribution from Express	0	(49)
Gain on Express Initial Public Offering	0	(52)
Gain on Divestiture of Limited Stores	0	(20)
Loss on Extinguishment of Debt	0	25
Changes in Assets and Liabilities:
Accounts Receivable	(7)	10
Inventories	(69)	(44)
Accounts Payable, Accrued Expenses and Other	(12)	(9)
Income Taxes Payable	(155)	(128)
Other Assets and Liabilities	(53)	(32)
Net Cash Provided by Operating Activities	223	184
Investing Activities:
Capital Expenditures	(162)	(110)
Proceeds from Sale of Express Common Stock	99	0
Proceeds from Divestiture of Limited Stores	0	32
Proceeds from Express Initial Public Offering	0	20
Other Investing Activities	0	(1)
Net Cash Used for Investing Activities	(63)	(3)
Financing Activities:
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs	981	390
Payments of Long-term Debt	0	(621)
Financing Costs	(7)	(14)
Repurchase of Common Stock	(890)	(68)
Dividends Paid	(431)	(422)
Excess Tax Benefits from Share-based Compensation	34	10
Proceeds From Exercise of Stock Options and Other	55	38
Net Cash Used for Financing Activities	(258)	(687)
Effects of Exchange Rate Changes on Cash and Cash Equivalents	3	2
Net Decrease in Cash and Cash Equivalents	(95)	(504)
Cash and Cash Equivalents, Beginning of Period	1,130	1,804
Cash and Cash Equivalents, End of Period	1,035	1,300
Express [Member]
Investing Activities:
Return of Capital	0	49
Limited Stores [Member]
Investing Activities:
Return of Capital	$ 0	$ 7

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Supplemental Guarantor Financial Information

6 Months Ended

Jul. 30, 2011

Supplemental Guarantor Financial Information

Supplemental Guarantor Financial Information

17. Supplemental Guarantor Financial Information

The Company's 2019 Notes, 2020 Notes and 2021 Notes are jointly and severally guaranteed on a full and unconditional basis by certain of the Company's wholly owned subsidiaries. The Company is a holding company and its most significant assets are the stock of its subsidiaries. The guarantors represent (a) substantially all of the sales of the Company's domestic subsidiaries, (b) more than 90% of the assets owned by the Company's domestic subsidiaries, other than real property, certain other assets and intercompany investments and balances and (c) more than 95% of the accounts receivable and inventory directly owned by the Company's domestic subsidiaries.

The following supplemental financial information sets forth for the Company and its guarantor and non-guarantor subsidiaries: the Condensed Consolidating Balance Sheets as of July 30, 2011, January 29, 2011 and July 31, 2010 and the Condensed Consolidating Statements of Income and Cash Flows for the periods ended July 30, 2011 and July 31, 2010.

LIMITED BRANDS, INC.

CONSOLIDATED BALANCE SHEETS

(in millions)

(Unaudited)

	July 30, 2011
	Limited Brands, Inc.			Guarantor Subsidiaries		Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	0		$	565	$	470		$	0		$	1,035
Accounts Receivable, Net		2			194		45			0			241
Inventories		0			911		193			0			1,104
Deferred Income Taxes		0			31		(1	)		0			30
Other		(2	)		160		84			0			242
Total Current Assets		0			1,861		791			0			2,652
Property and Equipment, Net		0			903		680			0			1,583
Goodwill		0			1,318		139			0			1,457
Trade Names and Other Intangible Assets, Net		0			411		187			0			598
Net Investments in and Advances to/from Consolidated Affiliates		4,011			16,110		3,205			(23,326	)		0
Other Assets		210			45		602			(647	)		210
Total Assets	$	4,221		$	20,648	$	5,604		$	(23,973	)	$	6,500
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	15		$	321	$	310		$	0		$	646
Accrued Expenses and Other		52			384		260			0			696
Income Taxes		0			0		5			0			5
Total Current Liabilities		67			705		575			0			1,347
Deferred Income Taxes		(5	)		41		188			0			224
Long-term Debt		3,524			597		36			(633	)		3,524
Other Long-term Liabilities		10			564		218			(12	)		780
Total Equity		625			18,741		4,587			(23,328	)		625
Total Liabilities and Equity	$	4,221		$	20,648	$	5,604		$	(23,973	)	$	6,500

LIMITED BRANDS, INC.

CONSOLIDATED BALANCE SHEETS

(in millions)

	January 29, 2011
	Limited Brands, Inc.			Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated Limited Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	0		$	701	$	429	$	0		$	1,130
Accounts Receivable, Net		1			189		42		0			232
Inventories		0			830		202		0			1,032
Deferred Income Taxes		0			30		5		0			35
Other		0			117		47		(1	)		163
Total Current Assets		1			1,867		725		(1	)		2,592
Property and Equipment, Net		0			936		674		0			1,610
Goodwill		0			1,318		133		0			1,451
Trade Names and Other Intangible Assets, Net		0			411		181		0			592
Net Investments in and Advances to/from Consolidated Affiliates		11,835			28,045		14,486		(54,366	)		0
Other Assets		176			55		645		(670	)		206
Total Assets	$	12,012		$	32,632	$	16,844	$	(55,037	)	$	6,451
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	0		$	312	$	233	$	0		$	545
Accrued Expenses and Other		29			420		316		0			765
Income Taxes		(3	)		167		30		0			194
Total Current Liabilities		26			899		579		0			1,504
Deferred Income Taxes		(6	)		28		180		0			202
Long-term Debt		2,507			608		47		(655	)		2,507
Other Long-term Liabilities		12			576		188		(15	)		761
Total Equity		9,473			30,521		15,850		(54,367	)		1,477
Total Liabilities and Equity	$	12,012		$	32,632	$	16,844	$	(55,037	)	$	6,451

LIMITED BRANDS, INC.

CONSOLIDATED BALANCE SHEETS

(in millions)

(Unaudited)

	July 31, 2010
	Limited Brands, Inc.			Guarantor Subsidiaries		Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	0		$	876	$	424		$	0		$	1,300
Accounts Receivable, Net		1			172		36			0			209
Inventories		0			923		160			0			1,083
Deferred Income Taxes		0			35		(3	)		0			32
Other		1			77		103			0			181
Total Current Assets		2			2,083		720			0			2,805
Property and Equipment, Net		0			997		644			0			1,641
Goodwill		0			1,318		129			0			1,447
Trade Names and Other Intangible Assets, Net		0			418		178			0			596
Net Investments in and Advances to/from Consolidated Affiliates		11,996			12,754		6,315			(31,065	)		0
Other Assets		64			90		785			(706	)		233
Total Assets	$	12,062		$	17,660	$	8,771		$	(31,771	)	$	6,722
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	2		$	366	$	191		$	0		$	559
Accrued Expenses and Other		30			337		248			0			615
Income Taxes		0			0		6			0			6
Total Current Liabilities		32			703		445			0			1,180
Deferred Income Taxes		(9	)		35		198			0			224
Long-term Debt		2,532			608		82			(690	)		2,532
Other Long-term Liabilities		13			555		159			(14	)		713
Total Equity		9,494			15,759		7,887			(31,067	)		2,073
Total Liabilities and Equity	$	12,062		$	17,660	$	8,771		$	(31,771	)	$	6,722

LIMITED BRANDS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in millions)

(Unaudited)

	Second Quarter 2011
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	0		$	2,254		$	842		$	(638	)	$	2,458
Costs of Goods Sold, Buying and Occupancy		0			(1,446	)		(724	)		614			(1,556	)
Gross Profit		0			808			118			(24	)		902
General, Administrative and Store Operating Expenses		(2	)		(486	)		(250	)		30			(708	)
Operating Income (Loss)		(2	)		322			(132	)		6			194
Interest Expense		(64	)		0			(3	)		3			(64	)
Other Income (Expense)		0			3			146			(3	)		146
Income (Loss) Before Income Taxes		(66	)		325			11			6			276
Provision (Benefit) for Income Taxes		0			43			2			0			45
Equity in Earnings, Net of Tax		297			94			(157	)		(234	)		0
Net Income (Loss)	$	231		$	376		$	(148	)	$	(228	)	$	231
	Second Quarter 2010
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	0		$	2,106		$	599		$	(463	)	$	2,242
Costs of Goods Sold, Buying and Occupancy		0			(1,384	)		(520	)		440			(1,464	)
Gross Profit		0			722			79			(23	)		778
General, Administrative and Store Operating Expenses		(1	)		(512	)		(58	)		29			(542	)
Operating Income (Loss)		(1	)		210			21			6			236
Interest Expense		(51	)		0			(3	)		3			(51	)
Other Income (Expense)		(25	)		3			83			(2	)		59
Income (Loss) Before Income Taxes		(77	)		213			101			7			244
Provision (Benefit) for Income Taxes		(9	)		66			9			0			66
Equity in Earnings, Net of Tax		246			119			(53	)		(312	)		0
Net Income (Loss)	$	178		$	266		$	39		$	(305	)	$	178

LIMITED BRANDS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in millions)

(Unaudited)

	Year-to-Date 2011
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	0		$	4,315		$	1,567		$	(1,207	)	$	4,675
Costs of Goods Sold, Buying and Occupancy		0			(2,731	)		(1,350	)		1,150			(2,931	)
Gross Profit		0			1,584			217			(57	)		1,744
General, Administrative and Store Operating Expenses		(4	)		(1,065	)		(326	)		61			(1,334	)
Operating Income (Loss)		(4	)		519			(109	)		4			410
Interest Expense		(118	)		(9	)		(6	)		14			(119	)
Other Income (Expense)		0			7			231			(4	)		234
Income (Loss) Before Income Taxes		(122	)		517			116			14			525
Provision (Benefit) for Income Taxes		0			82			47			0			129
Equity in Earnings, Net of Tax		518			408			149			(1,075	)		0
Net Income (Loss)	$	396		$	843		$	218		$	(1,061	)	$	396
	Year-to-Date 2010
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	0		$	3,945		$	1,127		$	(898	)	$	4,174
Costs of Goods Sold, Buying and Occupancy		0			(2,597	)		(946	)		841			(2,702	)
Gross Profit		0			1,348			181			(57	)		1,472
General, Administrative and Store Operating Expenses		(2	)		(993	)		(123	)		67			(1,051	)
Net Gain on Joint Ventures		0			0			0			0			0
Operating Income (Loss)		(2	)		355			58			10			421
Interest Expense		(111	)		0			(6	)		5			(112	)
Other Income (Expense)		(25	)		6			145			(4	)		122
Income (Loss) Before Income Taxes		(138	)		361			197			11			431
Provision (Benefit) for Income Taxes		(9	)		97			52			0			140
Equity in Earnings, Net of Tax		420			261			(31	)		(650	)		0
Net Income (Loss)	$	291		$	525		$	114		$	(639	)	$	291

LIMITED BRANDS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)

	Year-to-Date 2011
	Limited Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations		Consolidated Limited Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(94	)	$	205		$	112		$	0	$	223
Investing Activities:
Capital Expenditures		0			(88	)		(74	)		0		(162	)
Proceeds from Sale of Express Common Stock		0			0			99			0		99
Net Cash Provided by (Used for) Investing Activities		0			(88	)		25			0		(63	)
Financing Activities:
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs		981			0			0			0		981
Financing Costs		(7	)										(7	)
Repurchase of Common Stock		(890	)		0			0			0		(890	)
Dividends Paid		(431	)		0			0			0		(431	)
Excess Tax Benefits from Share-based Compensation		0			28			6			0		34
Net Financing Activities and Advances to/from Consolidated Affiliates		386			(281	)		(105	)		0		0
Proceeds from Exercise of Stock Options and Other		55			0			0			0		55
Net Cash Provided by (Used for) Financing Activities		94			(253	)		(99	)		0		(258	)
Effects of Exchange Rate Changes on Cash and Cash Equivalents		0			0			3			0		3
Net Increase (Decrease) in Cash and Cash Equivalents		0			(136	)		41			0		(95	)
Cash and Cash Equivalents, Beginning of Period		0			701			429			0		1,130
Cash and Cash Equivalents, End of Period	$	0		$	565		$	470		$	0	$	1,035

LIMITED BRANDS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)

	Year-to-Date 2010
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations		Consolidated Limited Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(123	)	$	277		$	30		$	0	$	184
Investing Activities:
Capital Expenditures		0			(71	)		(39	)		0		(110	)
Return of Capital from Express		0			0			49			0		49
Return of Capital from Limited Stores		0			0			7			0		7
Proceeds from Divestiture of Limited Stores		0			0			32			0		32
Proceeds from Express Initial Public Offering		0			0			20			0		20
Net Investments in Consolidated Affiliates		0			0			0			0		0
Other Investing Activities		0			0			(1	)		0		(1	)
Net Cash Provided by (Used for) Investing Activities		0			(71	)		68			0		(3	)
Financing Activities:
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs		390			0			0			0		390
Payment of Long-term Debt		(621	)		0			0			0		(621	)
Financing Costs		(14	)		0			0			0		(14	)
Repurchase of Common Stock		(68	)		0			0			0		(68	)
Dividends Paid		(422	)		0			0			0		(422	)
Excess Tax Benefits from Share-based Compensation		0			8			2			0		10
Net Financing Activities and Advances to/from Consolidated Affiliates		820			(779	)		(41	)		0		0
Proceeds from Exercise of Stock Options and Other		38			0			0			0		38
Net Cash Provided by (Used for) Financing Activities		123			(771	)		(39	)		0		(687	)
Effects of Exchange Rate Changes on Cash and Cash Equivalents		0			0			2			0		2
Net Increase (Decrease) in Cash and Cash Equivalents		0			(565	)		61			0		(504	)
Cash and Cash Equivalents, Beginning of Period		0			1,441			363			0		1,804
Cash and Cash Equivalents, End of Period	$	0		$	876		$	424		$	0	$	1,300

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Equity Investments And Other (Limited Stores) (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended	6 Months Ended		0 Months Ended	1 Months Ended			3 Months Ended		6 Months Ended
	Jan. 31, 2011	Jul. 30, 2011	Jul. 31, 2010	Jun. 10, 2010 Limited Stores [Member]	Jun. 30, 2010 Limited Stores [Member]	Feb. 28, 2010 Limited Stores [Member]	Aug. 31, 2007 Limited Stores [Member]	Jul. 30, 2011 Limited Stores [Member]	Jul. 31, 2010 Limited Stores [Member]	Jul. 30, 2011 Limited Stores [Member]	Jul. 31, 2010 Limited Stores [Member]	Jan. 29, 2011 Limited Stores [Member]
Equity method investment ownership percentage divested				25.00%	25.00%		75.00%
Merchandise sourcing revenue from equity method investment								$ 27	$ 19	$ 52	$ 34
Accounts receivable for merchandise sourcing								17	13	17	13	9
Pre-tax net cash proceeds from divestiture included within Investing Activities					32
Pre-tax gain on distribution recorded in Other Income		0	(49)		20
Gain from sale of equity method investment net of related tax benefits					42
Dividends, common stock, cash	$ 64					$ 7
Terms of transition services arrangements range							three months to three years
Merchandise sourcing sales recognition				100.00%	100.00%

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Earnings Per Share And Shareholders' Equity (Tables)

6 Months Ended

Jul. 30, 2011

Earnings Per Share And Shareholders' Equity

Shares Utilized For The Calculation Of Basic And Diluted Earnings Per Share

	Second Quarter						Year-to-Date
	2011			2010			2011			2010
	(in millions)
Weighted-average Common Shares:
Issued Shares		334			326			332			324
Treasury Shares		(29	)		(1	)		(21	)		0
Basic Shares		305			325			311			324
Effect of Dilutive Options and Restricted Stock		10			9			10			9
Diluted Shares		315			334			321			333
Anti-dilutive Options and Awards (a)		1			3			1			3

(a) These options and awards were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

Schedule Of Company's Repurchase Program

	Amount Authorized		Shares Repurchased				Amount Repurchased
Repurchase Program			2011		2010		2011		2010
	(in millions)		(in thousands)				(in millions)
May 2011 (a)	$	500		7,750		NA	$	296	$	0
March 2011		500		13,695		NA		500		0
November 2010 (b)		200		3,431		NA		109		0
March 2010 (c)		200		NA		2,817		0		68
Total Shares Repurchased				24,876		2,817	$	905	$	68

(a) The May 2011 repurchase program had $204 million remaining as of July 30, 2011.

(b) The November 2010 repurchase program had $31 million remaining at the time it was cancelled in conjunction with the approval of the March 2011 repurchase program.

(c) The March 2010 repurchase program had $53 million remaining at the time it was cancelled in conjunction with the approval of the November 2010 repurchase program.

NA Not applicable

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New Accounting Pronouncements

6 Months Ended

Jul. 30, 2011

New Accounting Pronouncements

New Accounting Pronouncements

2. New Accounting Pronouncements

Other Comprehensive Income

In June 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") ASU 2011-05, Presentation of Comprehensive Income, which amends ASC 220, Comprehensive Income. This guidance eliminates the option to present the components of other comprehensive income as a part of the statement of shareholders' equity and requires other comprehensive income to be presented as part of a single continuous statement of comprehensive income or in a statement of other comprehensive income immediately following the statement of income. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income. This guidance will be effective beginning in fiscal year 2012 and must be retrospectively applied to all reporting periods presented. The FASB has permitted early adoption. ASU 2011-05 will not have an impact on the Company's consolidated results of operations, financial position or cash flows.

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Fair Value Measurements

6 Months Ended

Jul. 30, 2011

Fair Value Measurements

Fair Value Measurements

11. Fair Value Measurements

The following table provides a summary of the carrying value and fair value of long-term debt as of July 30, 2011, January 29, 2011 and July 31, 2010:

	July 30, 2011		January 29, 2011		July 31, 2010
	(in millions)
Carrying Value	$	3,524	$	2,507	$	2,534
Fair Value (a)		3,704		2,638		2,583

(a) The estimated fair value of the Company's publicly traded debt is based on quoted market prices. The estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

The authoritative guidance included in ASC Topic 820, Fair Value Measurements and Disclosure, establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

• Level 1 – Quoted market prices in active markets for identical assets or liabilities.

• Level 2 – Observable inputs other than quoted market prices included in Level 1, such as quoted prices of similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

• Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The following table provides a summary of assets and liabilities measured in the consolidated financial statements at fair value on a recurring basis as of July 30, 2011, January 29, 2011 and July 31, 2010:

	Level 1		Level 2		Level 3		Total
	(in millions)
As of July 30, 2011
Assets:
Cash and Cash Equivalents	$	1,035	$	0	$	0	$	1,035
Interest Rate Designated Fair Value Hedges		0		19		0		19
Liabilities:
Cross-currency Cash Flow Hedges		0		83		0		83
Lease Guarantees		0		0		5		5
As of January 29, 2011
Assets:
Cash and Cash Equivalents	$	1,130	$	0	$	0	$	1,130
Interest Rate Designated Fair Value Hedges		0		3		0		3
Liabilities:
Cross-currency Cash Flow Hedges		0		57		0		57
Lease Guarantees		0		0		6		6
As of July 31, 2010
Assets:
Cash and Cash Equivalents	$	1,300	$	0	$	0	$	1,300
Interest Rate Designated Fair Value Hedges		0		9		0		9
Liabilities:
Cross-currency Cash Flow Hedges		0		34		0		34
Lease Guarantees		0		0		7		7

The Company's Level 2 fair value measurements are measured using market approach valuation techniques. The primary inputs to these techniques include benchmark interest rates and foreign currency exchange rates, as applicable to the underlying instruments.

The Company's Level 3 fair value measurements are measured using income approach valuation techniques. The primary inputs to these techniques include the guaranteed lease payments, discount rates as well as the Company's assessment of the risk of default on guaranteed leases.

Management believes that the carrying values of accounts receivable, accounts payable and accrued expenses approximate fair value because of their short maturity.

The following table provides a reconciliation of the Company's lease guarantees measured at fair value on a recurring basis using unobservable inputs (Level 3) for second quarter and year-to-date 2011 and 2010:

	Second Quarter						Year-to-Date
	2011			2010			2011			2010
	(in millions)
Beginning Balance	$	6		$	8		$	6		$	9
Change in Estimated Fair Value Reported in Earnings		(1	)		(1	)		(1	)		(2	)
Ending Balance	$	5		$	7		$	5		$	7

The Company's lease guarantees include minimum rent and additional payments covering taxes, common area costs and certain other expenses and relate to leases that commenced prior to the disposition of certain businesses. The fair value of these lease guarantees is impacted by economic conditions, probability of rent obligation payments, period of obligation as well as the discount rate utilized. For additional information, see Note 13, "Commitments and Contingencies."

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Fair Value Measurements (Carrying Value And Fair Value Of Long-Term Debt, Disclosure) (Detail) (USD $) In Millions	Jul. 30, 2011		Jan. 29, 2011		Jul. 31, 2010
Fair Value Measurements
Carrying Value	$ 3,524		$ 2,507		$ 2,534
Fair Value	$ 3,704	[1]	$ 2,638	[1]	$ 2,583	[1]

[1] The estimated fair value of the Company's publicly traded debt is based on quoted market prices. The estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

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Comprehensive Income (Loss) (Components Of Accumulated Other Comprehensive Income (Loss)) (Details) (USD $) In Millions	Jul. 30, 2011	Jan. 29, 2011	Jul. 31, 2010
Comprehensive Income (Loss)
Foreign Currency Translation	$ (9)	$ (7)	$ (6)
Cash Flow Hedges	7	8	15
Total Accumulated Other Comprehensive Income (Loss)	$ (2)	$ 1	$ 9

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Description Of Business And Basis Of Presentation (Narrative) (Details)	0 Months Ended			1 Months Ended		0 Months Ended		1 Months Ended
	Apr. 12, 2011 Express [Member]	May 13, 2010 Express [Member]	May 12, 2010 Express [Member]	Aug. 31, 2010 Express [Member]	Jul. 31, 2007 Express [Member]	Jun. 10, 2010 Limited Stores [Member]	Jun. 09, 2010 Limited Stores [Member]	Jun. 30, 2010 Limited Stores [Member]	Aug. 31, 2007 Limited Stores [Member]
Equity method ownership percentage		18.00%	25.00%				25.00%
Cost method ownership percentage	8.00%
Percentage of merchandise sourcing revenue eliminated		18.00%	25.00%				25.00%
Merchandise sourcing sales recognition				100.00%		100.00%		100.00%
Divested remaining ownership percentage					75.00%	25.00%		25.00%	75.00%

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Segment Information

6 Months Ended

Jul. 30, 2011

Segment Information

Segment Information

15. Segment Information

The Company has two reportable segments: Victoria's Secret and Bath & Body Works.

The Victoria's Secret segment sells women's intimate and other apparel, personal care and beauty products and accessories under the Victoria's Secret, Victoria's Secret Pink and La Senza brand names. Victoria's Secret merchandise is sold through retail stores, its website, www.VictoriasSecret.com, and its catalogue. Through its website and catalogue, certain Victoria's Secret's merchandise may be purchased worldwide. La Senza sells merchandise through retail stores located throughout Canada and stores with licensing arrangements or franchise relationships in 43 other countries. La Senza products may also be purchased through its website, www.LaSenza.com.

The Bath & Body Works segment sells personal care, beauty and home fragrance products. Bath & Body Works merchandise is sold at retail stores and through its website, www.bathandbodyworks.com.

Other consists of the following:

• International retail, franchise, license and wholesale operations (excluding La Senza), which include the Company's Bath & Body Works and Victoria's Secret stores in Canada;

• Henri Bendel, a chain of specialty stores which feature accessories and personal care products;

• Mast Global, a merchandise sourcing and production function serving the Company's internal brands as well as third-party customers; and

• Corporate functions including non-core real estate, equity investments and other governance functions such as treasury and tax.

The following table provides the Company's segment information for second quarter and year-to-date 2011 and 2010:

	Victoria's Secret		Bath & Body  Works		Other			Total
	(in millions)
2011
Second Quarter:
Net Sales	$	1,571	$	563	$	324		$	2,458
Operating Income (Loss) (a)		239		70		(115	)		194
Year-to-Date:
Net Sales	$	3,014	$	1,043	$	618		$	4,675
Operating Income (Loss) (b)		479		124		(193	)		410
2010
Second Quarter:
Net Sales	$	1,448	$	537	$	257		$	2,242
Operating Income (Loss)		192		64		(20	)		236
Year-to-Date:
Net Sales	$	2,712	$	967	$	495		$	4,174
Operating Income (Loss)		359		102		(40	)		421

(a) Other includes $113 million of expense associated with the charitable contribution to The Limited Brands Foundation. For additional information, see Note 7, "Equity Investments."

(b) Other includes $163 million of expense associated with the charitable contribution to The Limited Brands Foundation. For additional information, see Note 7, "Equity Investments."

The Company's international sales, including direct sales shipped internationally, totaled $245 million and $175 million for second quarter of 2011 and 2010, respectively. The Company's international sales totaled $435 million and $321 million for year-to-date 2011 and 2010, respectively.

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Consolidated Statements Of Income (USD $) In Millions, except Per Share data	3 Months Ended			6 Months Ended
	Jul. 30, 2011		Jul. 31, 2010	Jul. 30, 2011		Jul. 31, 2010
Consolidated Statements Of Income
Net Sales	$ 2,458		$ 2,242	$ 4,675		$ 4,174
Costs of Goods Sold, Buying and Occupancy	(1,556)		(1,464)	(2,931)		(2,702)
Gross Profit	902		778	1,744		1,472
General, Administrative and Store Operating Expenses	(708)		(542)	(1,334)		(1,051)
Operating Income	194	[1]	236	410	[2]	421
Interest Expense	(64)		(51)	(119)		(112)
Other Income	146		59	234		122
Income Before Income Taxes	276		244	525		431
Provision for Income Taxes	45		66	129		140
Net Income	$ 231		$ 178	$ 396		$ 291
Net Income Per Basic Share	$ 0.76		$ 0.55	$ 1.27		$ 0.90
Net Income Per Diluted Share	$ 0.73		$ 0.54	$ 1.23		$ 0.87
Dividends Per Share	$ 1.20		$ 0.15	$ 1.40		$ 1.30

[1] Other includes $113 million of expense associated with the charitable contribution to The Limited Brands Foundation. For additional information, see Note 7, "Equity Investments."

[2] Other includes $163 million of expense associated with the charitable contribution to The Limited Brands Foundation. For additional information, see Note 7, "Equity Investments."

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Earnings Per Share And Shareholders' Equity (Shares Utilized for the Calculation of Basic and Diluted Earnings per Share) (Details) In Millions	3 Months Ended				6 Months Ended
	Jul. 30, 2011		Jul. 31, 2010		Jul. 30, 2011		Jul. 31, 2010
Weighted-average Common Shares:
Issued Shares	334		326		332		324
Treasury Shares	(29)		(1)		(21)		0
Basic Shares	305		325		311		324
Effect of Dilutive Options and Restricted Stock	10		9		10		9
Diluted Shares	315		334		321		333
Anti-dilutive Options and Awards	1	[1]	3	[1]	1	[1]	3	[1]

[1] These options and awards were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

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Long-term Debt (Term Loan And Participating And Fair Value Interest Rate Swap Arrangements) (Narrative) (Details) (USD $) In Millions	1 Months Ended
	Aug. 31, 2011	Jul. 31, 2011	Aug. 31, 2010	Mar. 31, 2010	Aug. 31, 2010 Fixed Rate 6.125% Notes Due December 2012 [Member]	May 31, 2010 Fixed Rate 6.125% Notes Due December 2012 [Member]	Aug. 31, 2010 Fixed Rate 5.25% Notes Due November 2014 [Member]	May 31, 2010 Fixed Rate 5.25% Notes Due November 2014 [Member]
Prepayments on the term loan				$ 200
Notional amount of interest rate fair value hedge terminated	213	57	21
Notional amount of the interest rate swap arrangements terminated				200
Repurchase of notes in conjunction with termination of fair value hedges					$ 1	$ 134	$ 20	$ 266

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Fair Value Measurements (Fair Value, Lease Guarantees On Recurring Basis, Unobservable Input) (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jul. 30, 2011	Jul. 31, 2010	Jul. 30, 2011	Jul. 31, 2010
Fair Value Measurements
Beginning Balance	$ 6	$ 8	$ 6	$ 9
Change in Estimated Fair Value Reported in Earnings	(1)	(1)	(1)	(2)
Ending Balance	$ 5	$ 7	$ 5	$ 7

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Supplemental Guarantor Financial Information (Consolidated Statements Of Cash Flows) (Details) (USD $) In Millions	6 Months Ended
	Jul. 30, 2011	Jul. 31, 2010	Jul. 31, 2010 Express [Member] Limited Brands, Inc. [Member]	Jul. 31, 2010 Limited Stores [Member] Limited Brands, Inc. [Member]	Jul. 30, 2011 Limited Brands, Inc. [Member]	Jul. 31, 2010 Limited Brands, Inc. [Member]	Jul. 31, 2010 Express [Member] Guarantor Subsidiaries [Member]	Jul. 31, 2010 Limited Stores [Member] Guarantor Subsidiaries [Member]	Jul. 30, 2011 Guarantor Subsidiaries [Member]	Jul. 31, 2010 Guarantor Subsidiaries [Member]	Jul. 31, 2010 Express [Member] Non-guarantor Subsidiaries [Member]	Jul. 31, 2010 Limited Stores [Member] Non-guarantor Subsidiaries [Member]	Jul. 30, 2011 Non-guarantor Subsidiaries [Member]	Jul. 31, 2010 Non-guarantor Subsidiaries [Member]	Jul. 31, 2010 Express [Member] Eliminations [Member]	Jul. 31, 2010 Limited Stores [Member] Eliminations [Member]	Jul. 30, 2011 Eliminations [Member]	Jul. 31, 2010 Eliminations [Member]	Jul. 31, 2010 Limited Stores [Member]	Jul. 31, 2010 Express [Member]
Net Cash Provided by (Used for) Operating Activities	$ 223	$ 184			$ (94)	$ (123)			$ 205	$ 277			$ 112	$ 30			$ 0	$ 0
Investing Activities:
Capital Expenditures	(162)	(110)			0	0			(88)	(71)			(74)	(39)			0	0
Return of Capital			0	0			0	0			49	7			0	0			7	49
Proceeds from Divestiture of Limited Stores	0	32				0				0				32				0
Proceeds from Sale of Express Common Stock	99	0			0				0				99				0
Proceeds from Express Initial Public Offering	0	20				0				0				20				0
Net Investments in Consolidated Affiliates		0				0				0				0				0
Other Investing Activities	0	(1)				0				0				(1)				0
Net Cash Used for Investing Activities	(63)	(3)			0	0			(88)	(71)			25	68			0	0
Financing Activities:
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs	981	390			981	390			0	0			0	0			0	0
Payment of Long-term Debt	0	(621)				(621)				0				0				0
Dividends Paid	(431)	(422)			(431)	(422)			0	0			0	0			0	0
Financing Costs	(7)	(14)			(7)	(14)				0				0				0
Repurchase of Common Stock	(890)	(68)			(890)	(68)			0	0			0	0			0	0
Excess Tax Benefits from Share-based Compensation	34	10			0	0			28	8			6	2			0	0
Net Financing Activities and Advances to/from Consolidated Affiliates	0	0			386	820			(281)	(779)			(105)	(41)			0	0
Proceeds from Exercise of Stock Options and Other	55	38			55	38			0	0			0	0			0	0
Net Cash Used for Financing Activities	(258)	(687)			94	123			(253)	(771)			(99)	(39)			0	0
Effects of Exchange Rate Changes on Cash and Cash Equivalents	3	2			0	0			0	0			3	2			0	0
Net Decrease in Cash and Cash Equivalents	(95)	(504)			0	0			(136)	(565)			41	61			0	0
Cash and Cash Equivalents, Beginning of Period	1,130	1,804			0	0			701	1,441			429	363			0	0
Cash and Cash Equivalents, End of Period	$ 1,035	$ 1,300			$ 0	$ 0			$ 565	$ 876			$ 470	$ 424			$ 0	$ 0

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Equity Investments And Other (Easton Investment) (Details) (USD $)	6 Months Ended
	Jul. 30, 2011	Jul. 30, 2011 Easton Investment [Member]	Jan. 29, 2011 Easton Investment [Member]	Jul. 31, 2010 Easton Investment [Member]
Acres Of Land	1,300
Equity method investment carrying value included in Other Assets		$ 68,000,000	$ 69,000,000	$ 68,000,000

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Income Taxes (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 30, 2011	Jul. 31, 2010	Jul. 30, 2011	Jul. 31, 2010	Jul. 31, 2010 Limited Stores [Member] 2007 Divestiture [Member]	Jul. 31, 2010 Limited Stores [Member] 2010 Divestiture [Member]	Jun. 09, 2010 Limited Stores [Member]
Effective tax rate	16.20%	26.80%	24.50%	32.40%
Combined estimated federal and state rate			38.50%	38.50%
Equity method investment ownership percentage divested					75.00%	25.00%	25.00%
Income tax payments	$ 138	$ 99	$ 353	$ 268

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Derivative Instruments (Interest Rate Cash Flow Hedges On Balance Sheet, Disclosure) (Details) (USD $) In Millions	Jul. 30, 2011	Jan. 29, 2011	Jul. 31, 2010
Derivative Instruments
Other Assets	$ 19	$ 3	$ 9

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Earnings Per Share And Shareholders' Equity (Schedule of Company's Repurchase Program) (Details) (USD $) In Millions, except Share data in Thousands	6 Months Ended
	Jul. 30, 2011		Jul. 31, 2010
Shares Repurchased	24,876		2,817
Amount Repurchased	$ 905		$ 68
May 2011 [Member]
Amount Authorized	500	[1]
Shares Repurchased	7,750	[1]		[1],[2]
Amount Repurchased	296	[1]	0	[1]
March 2011 [Member]
Amount Authorized	500
Shares Repurchased	13,695			[2]
Amount Repurchased	500		0
November 2010 [Member]
Amount Authorized	200	[3]
Shares Repurchased	3,431	[3]		[2],[3]
Amount Repurchased	109	[3]	0	[3]
March 2010 [Member]
Amount Authorized	200	[4]
Shares Repurchased			2,817	[4]
Amount Repurchased	$ 0	[4]	$ 68	[4]

[1] The May 2011 repurchase program had $204 million remaining as of July 30, 2011.

[2] Not applicable

[3] The November 2010 repurchase program had $31 million remaining at the time it was cancelled in conjunction with the approval of the March 2011 repurchase program.

[4] The March 2010 repurchase program had $53 million remaining at the time it was cancelled in conjunction with the approval of the November 2010 repurchase program.