0001193125-07-211040 Sample Contracts

LIMITED BRANDS, INC. TERMS AGREEMENT [Date]
Terms Agreement • October 1st, 2007 • Limited Brands Inc • Retail-women's clothing stores • New York

We (the “Representative”) understand that Limited Brands, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”) (i) the principal amount of its senior debt securities (the “Senior Debt Securities”) or subordinated debt securities (the “Subordinated Debt Securities”) (both Senior Debt Securities and Subordinated Debt Securities are hereinafter referred to as the “Debt Securities”), if any, identified in Schedule I hereto (the “Underwritten Debt Securities”) and/or (ii) the warrants (the “Warrants”), if any, identified in Schedule I hereto (the “Underwritten Warrants”) to purchase the aggregate principal amount of the debt securities identified in Schedule I hereto (the “Warrant Securities”). If such Debt Securities and Warrants are being issued together in units, such units are referred to herein as the “Underwritten Units.” The Underwritten Debt Securities, if any, the Underwritten Warrants, if any,

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FIRST SUPPLEMENTAL INDENTURE Dated as of May 31, 2005 to Indenture Dated as of March 15, 1988
Indenture • October 1st, 2007 • Limited Brands Inc • Retail-women's clothing stores • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 31, 2005, among LIMITED BRANDS, INC. (formerly known as THE LIMITED, INC.), a Delaware corporation (the “Company”), THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as successor trustee (the “Trustee” or “Successor Trustee”) and THE BANK OF NEW YORK, a banking corporation organized and existing under the laws of the State of New York, as resigning trustee (the “Trustee” or “Resigning Trustee”).

SECOND SUPPLEMENTAL INDENTURE Dated as of July 17, 2007 to Indenture Dated as of March 15, 1988
Second Supplemental Indenture • October 1st, 2007 • Limited Brands Inc • Retail-women's clothing stores • New York

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 17, 2007, between LIMITED BRANDS, INC. (formerly known as THE LIMITED, INC.), a Delaware corporation (the “Company”) and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”).

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