The Limited Inc

FULL TEXT of Unrestricted Subsidiary definition from Dec 15, 1995 $1B credit agreement (EX-4.8): Five carve-out categories allow The Limited to designate entities that are EXCLUDED from consolidated SEC reporting via private written notice to Agent (Morgan Guaranty Trust). Category (c): 'exclusively in the business of owning or leasing, and operating, aircraft and/or trucks.' Category (e): 'primarily as a carrier transporting goods in both intrastate and interstate commerce.' Designation is one-way: may only change once during agreement term. Deutsche Bank AG New York Branch was Managing Agent. Agreement replaced Aug 30, 1990 facility. Counsel: Davis Polk & Wardwell (Company), Cravath Swaine & Moore (Agent).

CRITICAL STRUCTURAL FINDING: The Limited's 1995 credit agreement (filed with FY1995 10-K) defines 'Unrestricted Subsidiaries' with specific carve-outs for entities (c) 'exclusively in the business of owning or leasing, and operating, aircraft and/or trucks' and (e) 'primarily as a carrier transporting goods in both intrastate and interstate commerce.' Unrestricted Subsidiaries are EXCLUDED from consolidated financial reporting — meaning any air cargo or freight carrier subsidiary would be legally invisible in SEC filings. This is the mechanism by which a Southern Air Transport relationship could be structured without ever appearing in The Limited's 10-K. The credit agreement was executed the same year SAT relocated to Columbus.

The Limited's 1995 credit facility (~$715M total) banking syndicate: Morgan Guaranty Trust ($125M, Agent), Citibank ($82M, Managing Agent), DEUTSCHE BANK AG NEW YORK AND/OR CAYMAN ISLANDS BRANCHES ($82M, Managing Agent), Chemical Bank ($62.5M), First National Bank of Chicago ($62.5M), HSBC ($62.5M), NationsBank ($62.5M), Bank of New York ($50M), Bank of America ($42M), Mellon Bank ($42M), UBS Chicago ($42M). National City Bank Columbus served as CD Reference Bank. Deutsche Bank — which later maintained Epstein's personal accounts — was a Managing Agent with Cayman Islands capability. HSBC was the same bank Mast Industries (Far East) used in Hong Kong.

ATMI (American Textile Manufacturers Institute) sued The Limited under the federal False Claims Act for 'submitting false country of origin declarations to the U.S. Customs Service.' Filed pre-1997, dismissed with prejudice Nov 1997, affirmed by 6th Circuit Sep 1999, cert denied by Supreme Court Apr 2000. This directly relates to CNMI quota circumvention — garments manufactured in Saipan were labeled with false country of origin to avoid US import quotas.

Saipan CNMI lawsuits (filed Jan 13, 1999) named 'the Company and its subsidiary, Lane Bryant, Inc.' as defendants alongside 'many national retailers.' The Limited's own SEC disclosure characterized the CNMI manufacturers as 'apparel manufacturers unrelated to the Company (some of which have sold goods to the Company)' — distancing language that obscures Mast Industries' role as the sourcing intermediary.

STRUCTURAL ANALYSIS: The Dec 1995 credit agreement creates a complete opacity mechanism for aviation operations. By designating an entity as Unrestricted Subsidiary: (1) excluded from consolidated financial statements, (2) excluded from Exhibit 21 if individually insignificant, (3) exempt from credit agreement debt covenants (Section 5.9 Consolidated Subsidiary Debt Limitations), (4) exempt from current ratio covenant (Section 5.6.1), (5) exempt from tangible net worth covenant (Section 5.6.2). The only constraint: investments in Unrestricted Subsidiaries are carved out of 'WFN Companies Tangible Assets.' Designation is by private written notice to Agent — NEVER publicly disclosed. This means any Limited-owned aircraft entity or carrier entity would be legally invisible in all SEC filings, creating a structural gap that cannot be filled through public records alone.

TEMPORAL CORRELATION: The Dec 15, 1995 credit agreement with aircraft/carrier Unrestricted Subsidiary carve-outs was executed the SAME YEAR SAT relocated to Columbus/Rickenbacker (April 1995 first flights). It replaced the Aug 30, 1990 credit agreement. Without access to the 1990 agreement text, cannot confirm whether the carve-out is (a) new language added specifically for the SAT relationship, or (b) pre-existing boilerplate carried forward. The 1990 agreement was incorporated by reference in FY1994 10-K and full text is not available in EDGAR. A new credit agreement was executed Sep 25, 1997, also not filed in full. Key question: was the aircraft/carrier carve-out added or modified in December 1995? This would require obtaining the 1990 agreement from Morgan Guaranty Trust/JPMorgan archives or from the lender syndicate.

NEGATIVE RESULT: Zero mentions of Southern Air Transport, Rickenbacker Airport, air cargo, or freight operations in ANY Limited Brands 10-K filing from 1997-2007 (11 annual reports reviewed). Despite SAT operating out of Rickenbacker to fly garments for The Limited from Hong Kong, this relationship was never disclosed to SEC or shareholders. The 10-Ks describe 'Most merchandise shipped to distribution centers in the Columbus, Ohio area' without specifying the air cargo operation.

NEGATIVE RESULT: Exhibit 21 subsidiary lists reviewed across 4 fiscal years (FY1994/1995/1996/FY2005) — zero aviation, air cargo, freight, or carrier entities appear in ANY year. All named subsidiaries are retail brands, distribution services, and holding companies. Every year includes the caveat: 'The names of certain subsidiaries are omitted since such unnamed subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.' Entity evolution tracked: Limited Distribution Services Inc (under LTDSP Inc) → renamed to Limited Logistics Services Inc by FY2005. LTDSP Inc is a Delaware holding corp — parent of the distribution arm. Neither entity has aviation-related naming.