Exhibit 10.1
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Second Amendment to Loan and Security Agreement (the "SECOND AMENDMENT") is
made as of this 29th day of July, 2004 by and among
National City Business Credit, Inc. (f/k/a National City Commercial
Finance, Inc.), an Ohio corporation with offices at 0000 X. Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxx 00000, as administrative agent (in such capacity, herein
the "ADMINISTRATIVE AGENT"), for the ratable benefit of the "REVOLVING
CREDIT LENDERS", who are, at present, those financial institutions
identified on the signature pages of this Second Amendment and who, in the
future, are those Persons (if any) who become "Revolving Credit Lenders" in
accordance with the provisions of the Loan Agreement (as defined below);
National City Business Credit, Inc. (f/k/a National City Commercial
Finance, Inc.), and Fleet Retail Group, Inc. (f/k/a Fleet Retail Finance
Inc.), a Delaware corporation with offices at 00 Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, as collateral agents (collectively, in such capacity,
herein the "COLLATERAL AGENTS"), for the ratable benefit of the Revolving
Credit Lenders,
and
National City Bank, as L/C Issuer (the "ISSUER");
and
The Revolving Credit Lenders;
and
Value City Department Stores, Inc. (in such capacity, the "LEAD BORROWER"),
an Ohio corporation with its principal executive offices at 0000
Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000-0000, as agent for the following
(individually, a "BORROWER" and collectively, the "BORROWERS"):
Said Value City Department Stores, Inc. ("VALUE CITY"); and
Shonac Corporation ("SHONAC"), an Ohio corporation with its
principal executive offices at 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx,
Xxxx 00000;
DSW Shoe Warehouse, Inc. ("DSW"), a Missouri corporation with its
principal executive offices at 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx,
Xxxx 00000; and
Gramex Retail Stores, Inc. ("GRAMEX"), a Delaware corporation with
its principal executive offices at 0000 Xxxxxxxxxxx Xxxx, Xxxxxxxx,
Xxxx 00000; and
Filene's Basement, Inc. ("FILENE'S"), a Delaware corporation with
its principal executive offices at 0000 Xxxxxxxxxxx Xxxx, Xxxxxxxx,
Xxxx 00000-0000; and
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Exhibit 10.1
Value City Limited Partnership ("VCLP"), an Ohio limited partnership
with its principal executive offices at 0000 Xxxxxxxxxxx Xxxx,
Xxxxxxxx, Xxxx 00000-0000; and
Value City of Michigan, Inc. ("VC MICHIGAN"), a Michigan corporation
with its principal executive offices at 00000 Xxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxx 00000;
GB Retailers, Inc. ("GBR"), a Delaware corporation with its
principal executive offices at 0000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxxx
00000; and
Retail Ventures Jewelry, Inc. ("JEWELRY"), an Ohio corporation with
its principal executive offices at 0000 Xxxxxxxxxxx Xxxx, Xxxxxxxx,
Xxxx 00000;
in consideration of the mutual covenants contained herein and benefits to be
derived herefrom,
W I T N E S S E T H:
A. Reference is hereby made to that certain Loan and Security Agreement
dated as of June 11, 2002 (as the same has been, and may hereafter
be, amended, modified, supplemented or restated, the "LOAN
AGREEMENT") among (i) the Lead Borrower, (ii) the other Borrowers,
(iii) the Revolving Credit Lenders, (iv) National City Business
Credit, Inc. (f/k/a National City Commercial Finance, Inc.), as
Administrative Agent for the Revolving Credit Lenders and as
SwingLine Lender, (v) National City Business Credit, Inc. (f/k/a
National City Commercial Finance, Inc.) and Fleet Retail Group, Inc.
(f/k/a Fleet Retail Finance Inc.), as Collateral Agents for the
Revolving Credit Lenders, and (vi) National City Bank, as Issuer,
pursuant to which the Revolving Credit Lenders have extended to the
Borrowers a senior secured revolving credit loan in the maximum
principal amount of $350,000,000.00 (the "REVOLVING CREDIT");
B. The Borrowers have requested the Revolving Credit Lenders to extend
the Maturity Date of the Revolving Credit from June 11, 2005 to June
11, 2006 under the Loan Agreement.
C. The Revolving Credit Lenders have agreed to extend the Maturity Date
of the Revolving Credit, subject to the terms and conditions set
forth herein.
Accordingly, the parties hereto agree as follows:
1. Definitions. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Loan
Agreement.
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Exhibit 10.1
2. Amendment to Article 1 of Loan Agreement. The provisions of Article 1 of
the Loan Agreement are hereby revised as follows:
(a) The definition of "Maturity Date" is hereby deleted in its entirety
and the following substituted in its stead:
"MATURITY DATE": June 11, 2006.
3. Amendments to Exhibits to Loan Agreement. The Exhibits to the Loan
Agreement are revised as follows:
(a) Exhibit 2.23 [Revolving Credit Lenders' Commitments] is hereby
amended and restated in its entirety in the form of Exhibit 2.23
attached hereto and incorporated by reference herein.
4. Representations and Warranties. The Borrowers hereby restate all
representations, warranties, and covenants set forth in the Loan Agreement
as of the date hereof. To the extent that any changes in any
representations, warranties, and covenants require any amendments to the
Exhibits to the Loan Agreement, such Exhibits are amended and restated, as
evidenced by any replacement Exhibits annexed to this Second Amendment.
5. Conditions Precedent to Effectiveness. This Second Amendment shall not be
effective until each of the following conditions precedent have been
fulfilled to the satisfaction of the Administrative Agent:
(a) This Second Amendment shall have been duly executed and delivered by
the Borrowers, the Revolving Credit Lenders and the other parties
hereto, and shall be in full force and effect and shall be in form
and substance satisfactory to the Administrative Agent and the
Revolving Credit Lenders.
(b) All action on the part of the Borrowers necessary for the valid
execution, delivery and performance by the Borrowers of this
Second Amendment shall have been duly and effectively taken and
evidence thereof satisfactory to the Administrative Agent shall
have been provided to the Administrative Agent.
(c) All documents, instruments and agreements in connection with the
Term Loans, including, without limitation, a Second Amendment to
Financing Agreement extending the maturity date of the Term Loans to
June 11, 2006, as may be deemed necessary by the Administrative
Agent shall have been duly executed and delivered by the Borrowers.
(d) The Borrowers shall have paid to the Administrative Agent an
amendment fee (the "AMENDMENT FEE") in an amount equal to 0.125% of
the Revolving Credit Ceiling ($437,500.00). The Amendment Fee shall
be fully earned and payable by the Borrowers to the Administrative
Agent, for its account and for the account of the other
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Exhibit 10.1
Revolving Credit Lenders, in full on the date of this Second
Amendment. The Amendment Fee shall not be subject to refund or
rebate under any circumstances.
(e) All costs and expenses incurred by the Agent in connection with the
preparation and negotiation of this Second Amendment and related
documents (including the fees and expenses of counsel to the Agent)
shall have been paid in full.
(f) No Default or Event of Default shall be then occurring.
(g) The Borrowers shall have executed and delivered to the
Administrative Agent such other documents, instruments, and
agreements as may be reasonably required by the Administrative
Agent.
6. Consent to Extension of Term Loans. Upon satisfaction of all of the
conditions precedent to the effectiveness of this Second Amendment, the
Revolving Credit Lenders shall be deemed to have given their consent to
the extension of the maturity date of the Term Loans from June 11, 2005 to
June 11, 2006 in accordance with the terms of the Second Amendment to
Financing Agreement among the Borrowers and CCM.
7. Miscellaneous.
(a) This Second Amendment may be executed in several counterparts and by
each party on a separate counterpart, each of which when so executed
and delivered shall be an original, and all of which together shall
constitute one instrument.
(b) This Second Amendment expresses the entire understanding of the
parties with respect to the transactions contemplated hereby. No
prior negotiations or discussions shall limit, modify, or otherwise
affect the provisions hereof.
(c) Any determination that any provision of this Second Amendment or any
application hereof is invalid, illegal or unenforceable in any
respect and in any instance shall not effect the validity, legality,
or enforceability of such provision in any other instance, or the
validity, legality or enforceability of any other provisions of this
Second Amendment.
(d) The Borrowers shall pay on demand all costs and expenses of the
Agent, including, without limitation, reasonable attorneys' fees in
connection with the preparation, negotiation, execution and delivery
of this Second Amendment.
[SIGNATURE PAGES FOLLOW]
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Exhibit 10.1
IN WITNESS WHEREOF, the parties have duly executed this Second Amendment
as of the day and year first above written.
PARENT: RETAIL VENTURES, INC.
By: /s/ Xxxxx X. XxXxxxx
---------------------------------------
Name: Xxxxx X. XxXxxxx
Title:Chief Financial Officer
BORROWERS: VALUE CITY DEPARTMENT STORES, INC.
By: /s/ Xxxxx X. XxXxxxx
---------------------------------------
Name: Xxxxx X. XxXxxxx
Title:Chief Financial Officer
SHONAC CORPORATION
By: /s/ Xxxxx X. XxXxxxx
---------------------------------------
Name: Xxxxx X. XxXxxxx
Title:Chief Financial Officer
DSW SHOE WAREHOUSE, INC.
By: /s/ Xxxxx X. XxXxxxx
---------------------------------------
Name: Xxxxx X. XxXxxxx
Title:Chief Financial Officer
GRAMEX RETAIL STORES, INC.
By: /s/ Xxxxx X. XxXxxxx
---------------------------------------
Name: Xxxxx X. XxXxxxx
Title:Chief Financial Officer
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Exhibit 10.1
FILENE'S BASEMENT, INC.
By: /s/ Xxxxx X. XxXxxxx
---------------------------------------
Name: Xxxxx X. XxXxxxx
Title:Chief Financial Officer
VALUE CITY LIMITED PARTNERSHIP
By: Westerville Road GP, Inc., its
General Partner
By: /s/ Xxxxx X. XxXxxxx
---------------------------------------
Name: Xxxxx X. XxXxxxx
Title:Chief Financial Officer
VALUE CITY OF MICHIGAN, INC.
By: /s/ Xxxxx X. XxXxxxx
---------------------------------------
Name: Xxxxx X. XxXxxxx
Title:Chief Financial Officer
GB RETAILERS, INC.
By: /s/ Xxxxx X. XxXxxxx
---------------------------------------
Name: Xxxxx X. XxXxxxx
Title:Chief Financial Officer
RETAIL VENTURES JEWELRY, INC.
By: /s/ Xxxxx X. XxXxxxx
---------------------------------------
Name: Xxxxx X. XxXxxxx
Title:Chief Financial Officer
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Exhibit 10.1
NATIONAL CITY BUSINESS CREDIT, INC.
(f/k/a National City Commercial
Finance, Inc.)
(ADMINISTRATIVE AGENT, COLLATERAL AGENT AND
REVOLVING CREDIT LENDER)
By:
---------------------------------------
Name:
Title:
NATIONAL CITY BANK
(ISSUER)
By:
---------------------------------------
Name:
Title:
FLEET RETAIL GROUP, INC. (f/k/a Fleet
Retail Finance Inc.)
(COLLATERAL AGENT AND REVOLVING CREDIT
LENDER)
By: /s/ Xxxxx X. Xxxx
---------------------------------------
Name: Xxxxx X. Xxxx
Title: Managing Director
XXXXX FARGO RETAIL FINANCE LLC
By:
---------------------------------------
Name:
Title:
THE CIT GROUP/BUSINESS CREDIT, INC.
By:
---------------------------------------
Name:
Title:
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Exhibit 10.1
AMSOUTH BANK
By:
---------------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:
---------------------------------------
Name:
Title:
HSBC BUSINESS CREDIT (USA), INC.
By:
---------------------------------------
Name:
Title:
XXXXXXX BUSINESS CREDIT CORPORATION
By:
---------------------------------------
Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION
By:
---------------------------------------
Name:
Title:
PNC BANK, National Association
By:
---------------------------------------
Name:
Title:
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Exhibit 10.1
SIEMENS FINANCIAL SERVICES, INC.
By:
---------------------------------------
Name:
Title:
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