AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT VALUE CITY DEPARTMENT STORES LLC THE LEAD BORROWER FOR:Loan and Security Agreement • June 27th, 2005 • DSW Inc. • Retail-shoe stores • Ohio
by and among DSW INC. andRegistration Rights Agreement • June 27th, 2005 • DSW Inc. • Retail-shoe stores • New York
DSW INC.Underwriting Agreement • June 27th, 2005 • DSW Inc. • Retail-shoe stores • New York
RECITALSFinancing Agreement • June 27th, 2005 • DSW Inc. • Retail-shoe stores • New York
Exhibit 10.18 [FORM OF TERM LOAN WARRANT] THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED...Warrant Agreement • June 27th, 2005 • DSW Inc. • Retail-shoe stores • New York
RECITALSIndemnification Agreement • June 27th, 2005 • DSW Inc. • Retail-shoe stores • Ohio
Exhibit 10.17 [FORM OF CONVERSION WARRANT] THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE AND MAY NOT BE SOLD,...Common Stock Purchase Warrant • June 27th, 2005 • DSW Inc. • Retail-shoe stores • New York
EXHIBIT 10.26 SHARED SERVICES AGREEMENT DATED AS OF JANUARY 30, 2005Shared Services Agreement • June 27th, 2005 • DSW Inc. • Retail-shoe stores • Ohio
DSW INC. 2005 EQUITY INCENTIVE PLANNonqualified Stock Option Award Agreement • June 27th, 2005 • DSW Inc. • Retail-shoe stores • Ohio
THIS FORM OF AWARD AGREEMENT IS PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 DSW INC. 2005 EQUITY INCENTIVE PLAN FORM OF STOCK UNITS GRANTED TO ____________ ON ____________Stock Units Agreement • June 27th, 2005 • DSW Inc. • Retail-shoe stores • Ohio
EXHIBIT 10.14.4 SECOND AMENDED AND RESTATED SENIOR LOAN AGREEMENT DATED AS OF JUNE __, 2005Senior Loan Agreement • June 27th, 2005 • DSW Inc. • Retail-shoe stores • New York
THIS FORM OF AWARD AGREEMENT IS PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 DSW INC. 2005 EQUITY INCENTIVE PLAN FORM OF RESTRICTED STOCK UNITS AWARD AGREEMENT GRANTED TO ____________ ON ____________Restricted Stock Units Award Agreement • June 27th, 2005 • DSW Inc. • Retail-shoe stores • Ohio
BETWEENMaster Separation Agreement • June 27th, 2005 • DSW Inc. • Retail-shoe stores • Ohio
LICENSE AGREEMENTLicense Agreement • June 27th, 2005 • DSW Inc. • Retail-shoe stores • Ohio
This License Agreement (the “License”) is made and entered into this 30th day of August, 2002 (the “Effective Date”), by and between VALUE CITY DEPARTMENT STORES, INC., an Ohio corporation, whose address is 1800 Moler Road, Columbus, Ohio 43207 (“VCDS”), and SHONAC CORPORATION, an Ohio corporation, whose address is 4150 East Fifth Avenue, Columbus, Ohio 43219 (“Shonac”).
