Second Amendment to Loan and Security Agreement among National City Business Credit, Fleet Retail Group, and Value City Department Stores, Inc. et al.

Summary

This agreement is a second amendment to a prior Loan and Security Agreement between National City Business Credit, Fleet Retail Group, National City Bank, and several retail companies including Value City Department Stores, Inc. The amendment extends the maturity date of a $350 million revolving credit facility from June 11, 2005 to June 11, 2006. It also updates certain exhibits and requires the borrowers to pay an amendment fee and cover related costs. The amendment becomes effective once all parties sign and specific conditions are met, including no existing defaults.

EX-10.1 2 l09458aexv10w1.txt EXHIBIT 10.1 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 1965 E. Sixth Street, Cleveland, Ohio 44114, 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 40 Broad Street, Boston, Massachusetts 02109, 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 3241 Westerville Road, Columbus, Ohio ###-###-####, 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 4150 East Fifth Avenue, Columbus, Ohio 43219; DSW Shoe Warehouse, Inc. ("DSW"), a Missouri corporation with its principal executive offices at 4150 East Fifth Avenue, Columbus, Ohio 43219; and Gramex Retail Stores, Inc. ("GRAMEX"), a Delaware corporation with its principal executive offices at 3241 Westerville Road, Columbus, Ohio 43224; and Filene's Basement, Inc. ("FILENE'S"), a Delaware corporation with its principal executive offices at 3241 Westerville Road, Columbus, Ohio ###-###-####; and -1- Exhibit 10.1 Value City Limited Partnership ("VCLP"), an Ohio limited partnership with its principal executive offices at 3241 Westerville Road, Columbus, Ohio ###-###-####; and Value City of Michigan, Inc. ("VC MICHIGAN"), a Michigan corporation with its principal executive offices at 36901 Warren Road, Westland, Michigan 48185; GB Retailers, Inc. ("GBR"), a Delaware corporation with its principal executive offices at 3241 Westerville Road, Columbus, Ohio 43224; and Retail Ventures Jewelry, Inc. ("JEWELRY"), an Ohio corporation with its principal executive offices at 3241 Westerville Road, Columbus, Ohio 43224; 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. -2- 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 -3- 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] -4- 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/ James A. McGrady --------------------------------------- Name: James A. McGrady Title:Chief Financial Officer BORROWERS: VALUE CITY DEPARTMENT STORES, INC. By: /s/ James A. McGrady --------------------------------------- Name: James A. McGrady Title:Chief Financial Officer SHONAC CORPORATION By: /s/ James A. McGrady --------------------------------------- Name: James A. McGrady Title:Chief Financial Officer DSW SHOE WAREHOUSE, INC. By: /s/ James A. McGrady --------------------------------------- Name: James A. McGrady Title:Chief Financial Officer GRAMEX RETAIL STORES, INC. By: /s/ James A. McGrady --------------------------------------- Name: James A. McGrady Title:Chief Financial Officer -5- Exhibit 10.1 FILENE'S BASEMENT, INC. By: /s/ James A. McGrady --------------------------------------- Name: James A. McGrady Title:Chief Financial Officer VALUE CITY LIMITED PARTNERSHIP By: Westerville Road GP, Inc., its General Partner By: /s/ James A. McGrady --------------------------------------- Name: James A. McGrady Title:Chief Financial Officer VALUE CITY OF MICHIGAN, INC. By: /s/ James A. McGrady --------------------------------------- Name: James A. McGrady Title:Chief Financial Officer GB RETAILERS, INC. By: /s/ James A. McGrady --------------------------------------- Name: James A. McGrady Title:Chief Financial Officer RETAIL VENTURES JEWELRY, INC. By: /s/ James A. McGrady --------------------------------------- Name: James A. McGrady Title:Chief Financial Officer -6- 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/ James R. Dore --------------------------------------- Name: James R. Dore Title: Managing Director WELLS FARGO RETAIL FINANCE LLC By: --------------------------------------- Name: Title: THE CIT GROUP/BUSINESS CREDIT, INC. By: --------------------------------------- Name: Title: -7- Exhibit 10.1 AMSOUTH BANK By: --------------------------------------- Name: Title: GENERAL ELECTRIC CAPITAL CORPORATION By: --------------------------------------- Name: Title: HSBC BUSINESS CREDIT (USA), INC. By: --------------------------------------- Name: Title: WEBSTER BUSINESS CREDIT CORPORATION By: --------------------------------------- Name: Title: LASALLE BANK NATIONAL ASSOCIATION By: --------------------------------------- Name: Title: PNC BANK, National Association By: --------------------------------------- Name: Title: -8- Exhibit 10.1 SIEMENS FINANCIAL SERVICES, INC. By: --------------------------------------- Name: Title: -9-