EXHIBIT 10.13.4
FOURTH AMENDMENT
TO FINANCING AGREEMENT
FOURTH AMENDMENT, dated as of June __, 2005 (this "Amendment"), by
and among Value City Department Stores LLC, an Ohio limited liability company
("Value City" or "VCDS"), DSW, Inc., an Ohio corporation (formerly known as
Shonac Corporation ("DSW"), DSW Shoe Warehouse, Inc., a Missouri corporation
("DSWSW"), Gramex Retail Stores, Inc., a Delaware corporation ("Gramex"),
Filene's Basement, Inc., a Delaware corporation ("Filene's"), GB Retailers, Inc.
a Delaware corporation ("GB"), Value City of Michigan, Inc., a Michigan
corporation ("VC Michigan", and together with Value City, DSW, DSWSW, Gramex,
Filene's and GB, each a "Borrower" and collectively, the "Borrowers"), X.X.
Xxxxxxxx Delivery, Inc. ("Overland"), Value City Department Stores Services,
Inc. ("Services"), Retail Ventures, Inc., an Ohio corporation (the "Parent"),
Retail Ventures Jewelry, Inc., an Ohio corporation ("RV Jewelry"), Retail
Ventures Services, Inc., an Ohio corporation ("RV Services"), and Retail
Ventures Imports, Inc. (formerly known as VC Acquisition, Inc.), an Ohio
corporation ("Imports", and together with Overland, Services, the Parent, RV
Jewelry and RV Services, each a "Guarantor" and collectively, the "Guarantors",
and together with the Borrowers, each a "Loan Party", and collectively, the
"Loan Parties"), the lenders currently party to the Financing Agreement (as
defined below) (each a "Lender" and collectively, the "Lenders") and Cerberus
Partners, L.P., a limited partnership formed under the laws of the State of
Delaware ("CPLP"), as agent for the Lenders (in such capacity, together with its
successors and assigns in such capacity, the "Agent").
RECITALS
WHEREAS, the Loan Parties and certain of their affiliates, the
Lenders and the Agent are parties to that certain Financing Agreement dated as
of June 11, 2002, as amended by the First Amendment to Financing Agreement,
dated as of October 7, 2003, by the Second Amendment to Financing Agreement,
dated as of July 29, 2004 and by the Third Amendment to Financing Agreement,
dated as of December 29, 2004 (as amended, supplemented, restated or otherwise
modified through the date hereof, the "Financing Agreement");
WHEREAS, the Loan Parties have advised the Agent that DSW intends to
consummate an IPO (as hereinafter defined), subject to the consent of the Agent
and the Lenders;
WHEREAS, the Loan Parties have requested that the Agent and the
Lenders (i) consent to the consummation of the IPO, and (ii) make certain
related amendments to the Financing Agreement;
WHEREAS, subject to the terms and conditions contained herein, the
Lenders have agreed to (i) consent to the IPO, provided that among other things,
the IPO is a Qualifying IPO (as hereinafter defined), and (ii) modify and amend
certain provisions of the Financing Agreement as provided herein, provided that
among other things, the Loan Parties execute and deliver this Amendment.
NOW THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, the parties hereto hereby agree as follows:
1. Definitions. All capitalized terms used herein and not otherwise
defined herein are used herein as defined in the Financing Agreement.
2. Amendments to Financing Agreement.
(a) New Definitions. (i) The following new definitions are
hereby added to Section 1.01 of the Financing Agreement (in appropriate
alphabetical order) to read in their entirety as follows:
"Class A Common Shares" has the meaning set forth for such term in
the Articles of Organization of DSW.
"Class B Common Shares" has the meaning set forth for such term in
the Articles of Organization of DSW.
"DSW Common Stock" means the Capital Stock of DSW consisting of
Class A Common Shares and Class B Common Shares.
"DSW Note" means (a) the promissory note dated March 10, 2005, made
by DSW to the order of the Parent, in the original principal amount
of $165,000,000, and (b) the promissory note dated May 27, 2005,
made by DSW to the order of the Parent in the original principal
amount of $25,000,000.
"DSWSW Guarantee" means the guarantee, dated as of March 10, 2005,
made by DSWSW in favor of the Parent, guaranteeing the obligations
of DSW under the DSW Note.
"Extension Fee" has the meaning specified therefor in Section
2.06(c).
"Extension Option" has the meaning specified therefor in Section
2.03(d).
"Extension Option Deadline" has the meaning specified therefor in
Section 2.03(d).
"Fourth Amendment" means the Fourth Amendment to this Agreement,
dated as of June __, 2005, by and among the Borrowers, the
Guarantors, the Lenders and the Agent.
"Fourth Amendment Effective Date" has the meaning specified therefor
in Section 4 of the Fourth Amendment.
"IPO" means the proposed initial public offering of Class A Common
Shares of DSW under the Securities Act, completed substantially as
described in DSW's Form S-1 Registration Statement, as filed with
the SEC on June 15, 2005, as amended
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from time to time, which offering shall be completed as a primary
offering by DSW.
"IPO Effective Date" means the date on which the IPO is consummated
in accordance with the terms set forth in (i) Section 3 of the
Fourth Amendment, and (ii) the Form S-1 Registration Statement, as
filed with the SEC on June 15, 2005, as amended from time to time.
"IPO Price" means the price at which each Class A Common Share is
offered to the public in a Qualifying IPO as set forth on the cover
page to the prospectus in such IPO.
"Qualifying IPO" means an IPO that satisfies each of the following
conditions:
(a) Not more than 45% of the value (as of the IPO Effective Date
calculated by reference to the IPO Price) of all issued and
outstanding DSW Common Stock shall be sold in connection with
the IPO;
(b) Immediately following the IPO and the application of the Net
Cash Proceeds thereof, DSW Common Stock having not less than
55% of the value (as of the IPO Effective Date calculated by
reference to the IPO Price) of all issued and outstanding DSW
Common Stock shall be held (directly or indirectly) by Parent,
free and clear of all Liens, other than (i) Liens in favor of
the Convertible Loan Agent, and (ii) Liens granted by the
Parent in favor of Value City solely with respect to the DSW
Common Stock owned by the Parent and solely to secure the
Parent's obligations to Value City under the RVI Note, subject
to the terms of the RVI Note and the RVI Pledge;
(c) The sale price of the Class A Common Shares sold in the IPO
shall reflect the fair market value of such Class A Common
Shares on the IPO Effective Date;
(d) The Net Cash Proceeds from the IPO shall be sufficient to
repay (i) in full in cash all Obligations outstanding under
this Agreement, and (ii) $25,000,000 in cash of the
obligations outstanding under the Convertible Loan Agreement;
and
(e) The IPO Effective Date shall occur on or prior to December 31,
2005.
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"RVI Note" means the promissory note, dated January 1, 2005, as
amended and restated as of the IPO Effective Date, satisfactory in
form and substance to the Agent, made by Parent to the order of
Value City, in the original principal amount of $240,000,000.
"RVI Pledge" means the pledge agreement, dated January 1, 2005. as
amended and restated as of the IPO Effective Date, satisfactory in
form and substance to the Agent, made by the Parent in favor of
Value City, securing the obligations of the Parent under the RVI
Note.
(i) The definition of each of the following terms is hereby
deleted in its entirety and the following substituted in its stead:
"Convertible Loan Agreement" means the Senior Convertible Loan
Agreement dated as of June 11, 2002, among the Loan Parties, the
Convertible Loan Agent and the Convertible Loan Lenders, as amended
and restated by the Second Amended and Restated Senior Loan
Agreement, dated as of the date hereof, and effective upon the
Effective Date specified therein.
"Final Maturity Date" means the earlier to occur of (a) June 11,
2006 (or such later date to which the Term Loan Maturity Date may be
extended under Section 2.03(d) hereof), or (b) the date on which any
Loan shall become due and payable in accordance with the terms of
this Agreement and the other Loan Documents.
(c) Extension of Final Maturity Date. Section 2.03 of the Financing
Agreement is hereby amended by adding a new clause (d) thereto to read in its
entirety as follows:
(d) The Borrowers shall have the option to extend the date specified
in clause (a) of the definition of the term "Final Maturity Date"
from June 11, 2006 to June 11, 2007 (the "Extension Option"),
subject to the satisfaction, by not later than 5:00 p.m., New York
City time, on July 31, 2005 (the "Extension Option Deadline"), of
each of the following extension conditions:
(i) The Administrative Borrower shall have delivered
written notice to the Agent, in form and substance satisfactory to
the Agent, on or prior to the Extension Option Deadline of the
election by the Borrowers to exercise the Extension Option;
(ii) The Borrowers shall have paid to the Agent, in
immediately available funds, the Extension Fee described in Section
2.06(c) on the date the Extension Option is exercised.
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(iii) As of the date the Extension Option is exercised
(A) the representations and warranties contained in Article V of
this Agreement and in each other Loan Document, certificate or other
writing delivered to the Agent or any Lender pursuant hereto or
thereto on or prior to such date are true and correct on and as of
the date the Extension Option is exercised as though made on and as
of such date, and (B) no Default or Event of Default shall have
occurred and be continuing.
(iv) On the date the Extension Option is exercised, the
Agent shall have received (A) an opinion of Xxxxxxx Xxxxxxx &
Xxxxxxxx LLP, counsel to the Loan Parties (or such other counsel as
shall be reasonably acceptable to the Agent) in the form
substantially similar to Exhibit D-1 to the Convertible Loan
Agreement (as amended and restated by the Second Amended and
Restated Senior Loan Agreement, dated as of the date hereof) with
respect to the Loan Documents, and (B) a certificate of an
Authorized Officer of the Administrative Borrower certifying that
each of the conditions set forth in this Section 2.03(d) have been
satisfied on or prior to the Extension Option Deadline.
(b) Mandatory Prepayments. Section 2.05(b)(iii) of the Financing
Agreement is hereby amended and restated to read in its entirety as follows:
(iii) Upon the issuance or incurrence by any Loan Party or any of
its Subsidiaries of any Indebtedness (other than Permitted
Indebtedness), or the sale or issuance by any Loan Party or any of
its Subsidiaries of any shares of its Capital Stock (other than
pursuant to stock option plans for employees, officers and
directors), and subject to the terms of the Intercreditor Agreement,
the Borrowers shall prepay the outstanding amount of the Loans in an
amount equal to 100% of the Net Cash Proceeds received by such
Person in connection therewith; provided, however, that, following
the Fourth Amendment Effective Date and subject to the conditions
specified in Section 3 of the Fourth Amendment, in the case of the
IPO, the Loan Parties shall apply the Net Cash Proceeds of the IPO
in accordance with the terms set forth in Section 3(d)(i) and
3(d)(ii) of the Fourth Amendment prior to making the prepayments
required pursuant to this subsection (iii); provided, that Value
City pays in full all Obligations outstanding under this Agreement
and $25,000,000 of the obligations outstanding under the Convertible
Loan Agreement, in each case, on the IPO Effective Date. The
provisions of this subsection (iii) shall not be deemed to be
implied consent to any such issuance, incurrence or sale otherwise
prohibited by the terms and conditions of this Agreement.
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(d) Section 2.06 of the Financing Agreement is hereby amended by
adding a new clause (c) thereto to read in its entirety as follows:
(c) Term Loan Extension Fee. As a condition to exercising the
Extension Option pursuant to Section 2.03(d), the Borrowers shall
pay to the Agent, for the account of the Lenders in accordance with
their Pro Rata Shares, an extension fee (the "Extension Fee") in an
amount equal to 3.00% of the outstanding principal balance of the
Loans on the date the Extension Option is exercised.
(b) Events of Default. Section 9.01 of the Financing Agreement
is hereby amended by adding a new clause (q) thereto to read in its entirety as
follows:
(q) the failure of the holder of the DSW Note, the DSWSW Guarantee,
the RVI Note or the RVI Pledge to comply in any respect with any
subordination provision or any other intercreditor provision
contained therein;
3. Consent to IPO. The Agent and the Lenders hereby consent, as of
the Fourth Amendment Effective Date, to the consummation of the IPO; provided
that:
(a) The Borrowers have paid on or before the IPO Effective Date,
all fees, costs, expenses and taxes then payable pursuant to
the Financing Agreement;
(b) The IPO shall constitute a Qualifying IPO;
(c) On the IPO Effective Date, the Net Cash Proceeds of the IPO
shall be immediately applied (i) by DSW to repay to Parent in
full the obligations outstanding under the DSW Note, (ii) by
Parent to repay to Value City a portion of the obligations
outstanding under the RVI Note, and (iii) by Value City to
repay in full (x) all Obligations outstanding under the
Financing Agreement and (y) $25,000,000 of the obligations
outstanding under the Convertible Loan Agreement, in each
case, in immediately available funds;
(d) the Second Amended and Restated Senior Loan Agreement, dated
as of June __, 2005, among the Loan Parties, the lenders party
thereto and the Agent, shall have become effective in
accordance with its terms and shall be in full force and
effect, and each of the conditions precedent to the
effectiveness thereof shall have been (or contemporaneously
with the IPO shall be) satisfied or waived, as determined by
the Agent in its sole discretion, exercised reasonably;
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(e) The IPO shall be consummated in accordance with all
requirements of Applicable Law and on terms and conditions
reasonably satisfactory to Agent, (it being acknowledged that
the terms of the IPO set forth in the Form S1 filed with the
SEC on June 15, 2005 (without giving effect to any subsequent
amendments thereto) are satisfactory to the Agent) and all
consents, authorizations and approvals of, and filings and
registrations with, and all other actions in respect of, any
Governmental Authority or other Person required in connection
with the IPO shall have been obtained and shall be in full
force and effect; and
(f) The Agent shall have received, immediately prior to the
consummation of the IPO, a certificate of an Authorized
Officer of each Loan Party, in form and substance satisfactory
to the Agent, certifying that each of the conditions set forth
in this Section 3 has been, or concurrently with the
consummation of the IPO will be, satisfied.
4. Termination. Following payment by Value City in full of all of
the Obligations outstanding under the Financing Agreement, the Financing
Agreement shall be terminated (other than with respect to the provisions thereof
that expressly survive the termination thereof) and all liens and security
interests securing the Obligations shall be irrevocably released and discharged
and the Loan Parties are hereby authorized to file UCC-3 termination statements
and such other documents, instruments and releases with respect to any
mortgages, liens, encumbrances or other security interests on any property of
the Loan Parties to reflect such termination, release and discharge. Upon
satisfaction of each of the conditions set forth in Sections 3 and 5 hereof, the
Agent (at the expense of the Parent) hereby agrees (A) to execute and deliver to
the Loan Parties such instruments and documents in form and substance reasonably
satisfactory to the Parent and the Agent, which are reasonably requested by the
Parent, for the purpose of effecting the intent of this Section 4 including,
without limitation, to release of record any and all Liens and security
interests with respect to the Collateral and to terminate any and all control
agreements, lockbox agreements, landlord's or similar waivers and like
documents, except to the extent such agreements, waivers and like documents
secure the obligations of the Loan Parties to other lenders, in which case, such
agreements, waivers and like documents shall be amended to the extent agreed
between the Agent and the Loan Parties solely to reflect the termination of the
Financing Agreement and the repayment of the Obligations thereunder, (B) to
return to the Loan Parties (or at the direction of the Loan Parties deliver to
the agent under the Second Amended and Restated Senior Loan Agreement, which
direction is hereby given with respect to each Loan Party other than DSW and
DSWSW) all certificates, stock powers, pledged promissory notes and other
physical collateral provided by the Loan Parties to, and held by, the Agent
pursuant to the Loan Documents, and (C) to return to the Parent any certificate
representing the Capital Stock of DSW or DSWSW (together with any applicable
stock powers) held by the Agent prior to the IPO.
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5. Conditions to Effectiveness. This Amendment shall become
effective upon satisfaction or waiver in full of the following conditions
precedent (the date on which such conditions are satisfied, the "Fourth
Amendment Effective Date"):
(a) Both before and immediately after giving effect to this
Amendment, (i) the representations and warranties contained in this Amendment
and Article V of the Financing Agreement shall be correct on and as of the date
of this Amendment as though made on and as of such date (except where such
representations and warranties relate to an earlier date in which case such
representations and warranties shall be true and correct as of such earlier
date); and (ii) no Default or Event of Default shall have occurred and be
continuing on the date of this Amendment or result from this Amendment becoming
effective in accordance with its terms.
(b) The Agent shall have received, on or before the Fourth
Amendment Effective Date, each of the following documents, in form and substance
satisfactory to the Agent and dated the Fourth Amendment Effective Date (unless
otherwise specified herein or in such document), and all conditions precedent to
the effectiveness of such documents (where applicable) shall have been satisfied
or waived:
(i) this Amendment, duly executed by the Loan Parties, the
Lenders and the Agent;
(ii) a certificate of an Authorized Officer of each Loan
Party, certifying the names and true signatures of the representatives of such
Person authorized to sign each Loan Document to which such Person is or will be
a party and the other documents to be executed and delivered by such Person in
connection herewith and therewith, together with evidence of the incumbency of
such Authorized Officers; and
(iii) a copy of the resolutions of each Loan Party, certified
as of the date hereof by an Authorized Officer thereof, authorizing (A) the
transactions contemplated hereby, and (B) the execution, delivery and
performance by such Person of each Loan Document to which such Person is or will
be a party, included as amended hereby or by the documents contemplated hereby,
and the execution and delivery of the other documents to be delivered by such
Person in connection herewith and therewith, and (C) the IPO, and each of the
documents contemplated thereby.
6. Loan Parties' Representations and Warranties. Each Loan Party
represents and warrants to the Agent and the Lenders as follows:
(a) Such Loan Party (i) is duly organized, validly existing
and in good standing under the laws of the state of its organization and (ii)
has all requisite power, authority and legal right to execute, deliver and
perform this Amendment and to perform the Financing Agreement, as amended
hereby.
(b) The execution, delivery and performance by such Loan Party
of this Amendment and the performance by such Loan Party of the Financing
Agreement, as amended hereby and the consummation of the IPO (i) have been duly
authorized by all necessary action, (ii) do not and will not violate or create a
default under such Loan Party's organizational
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documents, any applicable law or any contractual restriction binding on or
otherwise affecting such Loan Party or any of such Loan Party's properties
(including, without limitation, any Leases) except where such violation of
default is not reasonably likely to have a Material Adverse Effect, and (iii)
except as provided in the Loan Documents, do not and will not result in or
require the creation of any Lien, upon or with respect to such Loan Party's
property.
(c) No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority is required in connection
with the due execution, delivery and performance by such Loan Party of this
Amendment or the performance by such Loan Party of the Financing Agreement, as
amended hereby, except to the extent that the failure to obtain the same would
not have a Material Adverse Effect.
(d) This Amendment and the Financing Agreement, as amended
hereby, constitute the legal, valid and binding obligations of such Loan Party,
as the case may be, enforceable against such Loan Party, in accordance with
their terms except to the extent the enforceability thereof may be limited by
any applicable bankruptcy, insolvency, moratorium or similar laws from time to
time in effect affecting generally the enforcement of creditors' rights and
remedies and by general principles of equity.
(e) Both before and immediately after giving effect to this
Amendment, (i) the representations and warranties contained in Article V of the
Financing Agreement are correct on and as of the date hereof as though made on
and as of the date hereof (except to the extent such representations and
warranties expressly relate to an earlier date, in which case such
representations and warranties shall be true and correct as of such earlier
date), and (ii) no Default or Event of Default has occurred and is continuing on
and as of the date hereof.
7. Continued Effectiveness of Financing Agreement. Each Loan Party
hereby (a) confirms and agrees that the Financing Agreement and each other Loan
Document to which it is a party is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects except that on and
after June __, 2005, all references in any such Loan Document to "the Financing
Agreement", the "Agreement", "hereto", "hereof", "hereunder", "thereto",
"thereof", "thereunder" or words of like import referring to the Financing
Agreement shall mean the Financing Agreement as amended by this Amendment, (b)
confirms and agrees that to the extent that any such Loan Document purports to
assign or pledge to the Agent, for the ratable benefit of the Lenders, or to
grant to the Agent, for the ratable benefit of the Lenders a security interest
in or Lien on, any Collateral as security for the Obligations of the Loan
Parties, or any of their respective Subsidiaries from time to time existing in
respect of the Financing Agreement and the Loan Documents, such pledge,
assignment and/or grant of the security interest or Lien is hereby ratified and
confirmed in all respects, and (c) confirms and agrees that no amendment of any
terms or provisions of the Financing Agreement or the amendments granted
hereunder shall relieve any Loan Party from complying with such terms and
provisions other than as expressly amended hereby or from complying with any
other term or provision thereof or herein.
8. Reaffirmation by Guarantors. Each Guarantor hereby (a) consents
to the transactions contemplated by the Amendment; (b) acknowledges and
reaffirms its obligations owing to the Agent and the Lenders under any Loan
Documents to which it is a party; and (c) agrees that each of the Loan Documents
to which it is a party is and shall remain in full force and
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effect. Although each of the Guarantors has been informed of the matters set
forth herein and has acknowledged and agreed to same, it understands that
neither the Agent nor any Lender has any obligation to inform it of such matters
in the future or to seek its acknowledgment or agreement to future amendments,
and nothing herein shall create such a duty.
9. Miscellaneous.
(a) This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of
this Amendment by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this Amendment.
(b) Section and paragraph headings herein are included for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
(c) This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York. Each of the parties to this
Amendment hereby irrevocably waives all rights to trial by jury in any action,
proceeding or counterclaim arising out of or relating to this Amendment.
(d) This Amendment is a Loan Document executed pursuant to the
Financing Agreement and shall be construed, administered and interpreted in
accordance with the terms thereof.
10. JURY TRIAL WAIVER. THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION, OR IN
ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS
AMENDMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT (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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment, to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
BORROWERS: VALUE CITY DEPARTMENT STORES LLC,
an Ohio limited liability company
By:_______________________________
Name: Xxxxx X. XxXxxxx
Title: Vice President
DSW, INC.,
an Ohio corporation
By:________________________________
Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
DSW SHOE WAREHOUSE, INC.,
a Missouri corporation
By:________________________________
Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
GRAMEX RETAIL STORES, INC.,
a Delaware corporation
By:________________________________
Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
FILENE'S BASEMENT, INC.,
a Delaware corporation
By:_______________________________
Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
VALUE CITY OF MICHIGAN, INC.,
a Michigan corporation
By:______________________________
Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
GB RETAILERS, INC.,
a Delaware corporation
By:______________________________
Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
GUARANTORS: X.X. XXXXXXXX DELIVERY, INC.
a Delaware corporation
By:______________________________
Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
VALUE CITY DEPARTMENT STORES
SERVICES, INC.
a Delaware corporation
By:______________________________
Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
RETAIL VENTURES, INC.
an Ohio corporation
By:_______________________________
Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
RETAIL VENTURES JEWELRY, INC.
an Ohio corporation
By:_______________________________
Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
RETAIL VENTURES SERVICES, INC.
an Ohio corporation
By:_________________________________
Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
RETAIL VENTURES IMPORTS, INC.
(formerly known as VC Acquisition, Inc.),
an Ohio corporation
By:__________________________________
Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
AGENT AND LENDER:
CERBERUS PARTNERS, L.P.,
a Delaware limited partnership, on behalf
of itself and its affiliate assigns
By: CERBERUS ASSOCIATES, L.L.C.
By:__________________________________
Name:
Title:
LENDER:
SCHOTTENSTEIN STORES CORPORATION
a Delaware limited partnership
By:___________________________________
Name:
Title:
