50,000,000 REVOLVING CREDIT FACILITY AMENDED AND RESTATED CREDIT AGREEMENT by and among DSW INC., as Borrower, THE GUARANTORS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION Dated as of August 2, 2013Credit Agreement • September 6th, 2013 • DSW Inc. • Retail-shoe stores
THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of August 2, 2013 and is made by and among DSW INC., an Ohio corporation (“DSW”), (the “Borrower”), each, of the GUARANTORS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, as the lender under this Agreement (hereinafter referred to in such capacity as the “Lender”). This Agreement amends and restates in its entirety the hereinafter defined Existing Loan Agreement
LETTER OF CREDIT AGREEMENT Dated as of August 2, 2013 among DSW INC., as the Lead Borrower For The Borrowers Named Herein WELLS FARGO BANK, NATIONAL ASSOCIATION, as L/C IssuerLetter of Credit Agreement • September 6th, 2013 • DSW Inc. • Retail-shoe stores • Ohio
Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms. 1 1.02 Other Interpretive Provisions. 10 1.03 Accounting Terms Generally. 11 1.04 Times of Day. 11 1.05 Letter of Credit Amounts. 11 ARTICLE II LETTERS OF CREDIT 12 2.01 Letters of Credit. 12 2.02 Termination or Reduction of Commitments. 16 2.03 Computation of Interest and Fees. 16 2.04 Payments Generally. 17 2.05 Fees. 17 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY; APPOINTMENT OF LEAD BORROWER 17 3.01 Taxes. 17 3.02 Increased Costs; Reserves on Letters of Credit. 18 3.03 Survival. 19 3.04 Designation of Lead Borrower as Borrowers’ Agent. 19 ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 19 4.01 Conditions of Initial L/C Credit Extension. 19 4.02 Conditions to all Credit Extensions. 21
