COMMITMENTS AND CONTINGENCIES

(a) CONTINGENT LIABILITIES. We have been named as a defendant in various actions and proceedings, including actions brought by certain employees whose employment has been terminated arising from our ordinary business activities. We and the individual members of our board of directors have been named as defendants in certain lawsuits relating to the Merger Agreement and the proposed Merger. The lawsuits generally allege that our directors breached their fiduciary duties by authorizing the Merger for an inadequate price following an inadequate process. The lawsuits also allege that Jones, Sycamore and certain of its affiliates aided and abetted the alleged breaches of fiduciary duties by the directors. Plaintiffs seek an injunction preventing consummation of the Merger, rescission in the event the Merger is consummated, damages and attorneys' fees and costs. Although the amount of any liability that could arise with respect to these actions cannot be accurately predicted, in our opinion, any such liability will not have a material adverse effect on our financial position or results of operations.

(b) ROYALTIES. We have an exclusive license to produce, market and distribute costume jewelry in the United States, Canada, Mexico and Japan under the Givenchy trademark pursuant to an agreement with Givenchy, which expires on December 31, 2015. The agreement requires us to pay a percentage of net sales against guaranteed minimum royalty and advertising payments as set forth in the agreement.

We have a sub-license agreement with VCJS LLC ("VCJS") to design, develop, produce and distribute in the United States, Mexico and Canada Jessica Simpson jeanswear, activewear and sportswear under the Jessica Simpson (signature) trademark which VCJS licenses from With You, Inc. ("WYI"). The agreement, which expires on December 31, 2014 (October 15, 2014 if the master license between WYI and VCJS is not renewed), requires us to pay a percentage of net sales against guaranteed minimum royalty and pooled marketing fee payments as set forth in the agreement.

We also have a distribution and retail license agreement with VCJS to distribute products bearing the trademarks Vince Camuto, Vince Camuto Signature and Jessica Simpson in various European territories. The agreement, which ends on December 31, 2018 (unless terminated earlier or renewed) requires us to pay a percentage of net sales against guaranteed minimum royalty and pooled marketing fee payments as set forth in the agreement. The agreement contains renewal options under certain conditions through December 31, 2024.

We have an exclusive licensing and distribution agreement with Rafe IP Holdings LLC, a company affiliated with one of our employees, to design, develop, produce and distribute women's footwear, handbags, small leather goods and jewelry in the United States, Australia, Canada, Japan, the Philippines, Singapore and Korea under the Rafe and Rafe New York trademarks. The agreement, which expires on December 31, 2016, requires us to pay a percentage of net sales as set forth in the agreement. The agreement contains renewal options under certain conditions through December 31, 2026.

We have an exclusive license to design, develop, produce and distribute footwear worldwide under the Lipsy trademark pursuant to an agreement with Lipsy Limited, which expires on March 18, 2015. The agreement requires us to pay a percentage of net sales against guaranteed minimum royalty payments as set forth in the agreement.

Minimum payments under these license agreements are as follows.

Year Ending December 31,	2014		2015		2016		2017		2018
(In millions)
Givenchy	$	0.8	$	0.9	$	-	$	-	$	-
Jessica Simpson/Vince Camuto		3.5		0.3		0.3		0.3		0.3
Lipsy		0.1		0.1		-		-		-
	$	4.4	$	1.3	$	0.3	$	0.3	$	0.3

Year Ended December 31,	2013			2012			2011
(In millions)
Minimum rent	$	123.7		$	127.1		$	119.4
Contingent rent		2.4			2.5			3.5
Less: sublease rent		(1.4	)		(2.3	)		(4.5	)
	$	124.7		$	127.3		$	118.4

The following is a schedule by year of minimum rental payments required under operating leases:

Year Ending December 31,
(In millions)
2014	$	130.4
2015		146.7
2016		105.2
2017		81.7
2018		77.3
Later years		368.0
	$	909.3

Certain of the leases provide for renewal options and the payment of real estate taxes and other occupancy costs. Future rental commitments for leases have not been reduced by minimum non-cancelable sublease income aggregating $25.0 million.