---



##### 



TABLE OF CONTENTS
 Page1. CERTAIN DEFINITIONS
    
    
    11.1 Certain Definitions
    
    
    11.2 Construction
    
    
    321.3 Accounting Principles
    
    
    322. REVOLVING CREDIT AND SWING LOAN FACILITIES
    
    
    332.1 Revolving Credit Commitments
    
    
    332.1.1 Revolving Credit Loans
    
    
    332.1.2 Swing Loan Commitment
    
    
    332.2 Nature of Lenders Obligations with Respect to Revolving Credit
Loans; Permitted Overadvances
    
    
    342.2.1 Nature of Lenders Obligations with Respect to Revolving
Credit Loans
    
    
    342.2.2 Permitted Overadvances
    
    
    342.3 Commitment Fees
    
    
    342.4 Simplified Borrowing Base and Borrowing Base; Permitted Short Term Loans
    
    
    352.4.1 Simplified Borrowing Base and Borrowing Base
    
    
    352.4.2 Permitted Short Term Loans
    
    
    352.5 Revolving Credit Loan Requests; Swing Loan Requests
    
    
    362.5.1 Revolving Credit Loan Requests
    
    
    362.5.2 Swing Loan Requests
    
    
    362.6 Making Revolving Credit Loans and Swing Loans; Presumptions by the
Administrative Agent; Repayment of Revolving Credit Loans; Borrowings to Repay
Swing Loans
    
    
    362.6.1 Making Revolving Credit Loans
    
    
    362.6.2 Presumptions by the Administrative Agent
    
    
    372.6.3 Making Swing Loans
    
    
    372.6.4 Repayment of Revolving Credit Loans
    
    
    372.6.5 Borrowings to Repay Swing Loans
    
    
    382.6.6 Trigger Event Election Period
    
    
    382.7 Notes
    
    
    382.8 Use of Proceeds
    
    
    382.9 Letter of Credit Subfacility
    
    
    382.9.1 Issuance of Letters of Credit
    
    
    382.9.2 Letter of Credit Fees
    
    
    402.9.3 Disbursements, Reimbursement
    
    
    402.9.4 Repayment of Participation Advances
    
    
    422.9.5 Documentation
    
    
    422.9.6 Determinations to Honor Drawing Requests
    
    
    432.9.7 Nature of Participation and Reimbursement Obligations
    
    
    432.9.8 Indemnity
    
    
    442.9.9 Liability for Acts and Omissions
    
    
    452.9.10 Issuing Lender Reporting Requirements
    
    
    462.9.11 Cash Collateral
    
    
    46
  i




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##### 



Page2.10 Increase in Revolving Credit Commitments
    
    
    472.10.1 Increasing Lenders and New Lenders
    
    
    472.10.2 Repayment of Outstanding Loans; Borrowing of New Loans
    
    
    482.10.3 Outstanding Letters of Credit. Repayment of Outstanding
Loans; Borrowing of New Loans
    
    
    482.11 Reduction of Revolving Credit Commitment
    
    
    482.11.1 Revolving Credit Commitments
    
    
    482.11.2 Canadian Commitments
    
    
    482.11.3 Deemed Termination of Canadian Commitments
    
    
    483. INTEREST RATES
    
    
    493.1 Interest Rate Options
    
    
    493.1.1 Revolving Credit Interest Rate Options; Swing Line Interest Rate
    
    
    493.1.2 Rate Quotations
    
    
    503.2 Interest Periods
    
    
    503.2.1 Amount of Borrowing Tranche
    
    
    503.2.2 Renewals
    
    
    503.3 Interest and Fees After Default
    
    
    503.3.1 Letter of Credit Fees, Interest Rate
    
    
    503.3.2 Other Obligations
    
    
    503.3.3 Acknowledgment
    
    
    503.4 LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available
    
    
    513.4.1 Unascertainable
    
    
    513.4.2 Illegality; Increased Costs; Deposits Not Available
    
    
    513.4.3 Administrative Agents and Lenders Rights
    
    
    513.5 Selection of Interest Rate Options
    
    
    523.6 Interest Act (Canada)
    
    
    524. PAYMENTS
    
    
    524.1 Payments
    
    
    524.2 Pro Rata Treatment of Lenders; Repayment of Advances
    
    
    534.2.1 Pro Rata Treatment of Lenders
    
    
    534.2.2 Repayment of Advances
    
    
    534.3 Sharing of Payments by Lenders
    
    
    534.4 Presumptions by Administrative Agent
    
    
    544.5 Interest Payment Dates
    
    
    554.6 Voluntary Prepayments
    
    
    554.6.1 Right to Prepay
    
    
    554.6.2 Replacement of a Lender
    
    
    564.7 Mandatory Prepayments
    
    
    564.7.1 Disposition of Assets; Indebtedness
    
    
    564.7.2 Borrowing Base Exceeded; Canadian Borrowing Base Exceeded
    
    
    574.7.3 Receipt and Application of Payment
    
    
    574.7.4 Application Among Interest Rate Options
    
    
    57
  ii




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##### 



Page4.8 Increased Costs
    
    
    574.8.1 Increased Costs Generally
    
    
    574.8.2 Capital Requirements
    
    
    584.8.3 Certificates for Reimbursement; Repayment of Outstanding
Loans; Borrowing of New Loans
    
    
    584.8.4 Delay in Requests
    
    
    594.9 Taxes
    
    
    594.9.1 Payments Free of Taxes
    
    
    594.9.2 Payment of Other Taxes by the Borrowers
    
    
    594.9.3 Indemnification by the Borrowers; Treatment of Certain Refunds
    
    
    594.9.4 Evidence of Payments
    
    
    604.9.5 Status of Lenders
    
    
    604.10 Indemnity
    
    
    614.11 Settlement Date Procedures
    
    
    625. REPRESENTATIONS AND WARRANTIES
    
    
    625.1 Representations and Warranties
    
    
    625.1.1 Organization and Qualification; Power and Authority;
Compliance With Laws; Title to Properties; Event of Default
    
    
    625.1.2 Subsidiaries and Owners; Investment Companies
    
    
    635.1.3 Validity and Binding Effect
    
    
    635.1.4 No Conflict; Material Agreements; Consents
    
    
    635.1.5 Litigation
    
    
    645.1.6 Financial Statements
    
    
    645.1.7 Margin Stock
    
    
    645.1.8 Full Disclosure
    
    
    655.1.9 Taxes
    
    
    655.1.10
Patents, Trademarks, Copyrights, Licenses, Etc.
    
    
    655.1.11 Liens in the Collateral
    
    
    655.1.12 Insurance
    
    
    655.1.13 ERISA Compliance
    
    
    665.1.14 Environmental Matters
    
    
    665.1.15 Solvency
    
    
    665.1.16 Labor Matters
    
    
    665.1.17 DDAs; Credit Card Arrangements
    
    
    675.2 Updates to Schedules
    
    
    676. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT
    
    
    686.1 First Loans and Letters of Credit
    
    
    686.1.1 Deliveries
    
    
    686.1.2 Other Conditions Precedent
    
    
    696.1.3 Payment of Fees and Expenses
    
    
    706.2 Each Loan or Letter of Credit
    
    
    706.3 Initial
Loans or Letters of Credit  Canadian Borrower
    
    
    70
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##### 



Page7. COVENANTS
    
    
    707.1 Affirmative Covenants
    
    
    707.1.1 Preservation of Existence, Etc.
    
    
    707.1.2 Payment of Liabilities, Including Taxes, Etc.
    
    
    717.1.3 Maintenance of Insurance
    
    
    717.1.4 Maintenance of Properties and Leases
    
    
    717.1.5 Visitation Rights
    
    
    717.1.6 Keeping of Records and Books of Account
    
    
    727.1.7 Compliance with Laws; Use of Proceeds
    
    
    727.1.8 Further Assurances
    
    
    727.1.9 Anti-Terrorism Laws
    
    
    727.1.10 Cash Management
    
    
    737.2 Negative Covenants
    
    
    747.2.1 Indebtedness
    
    
    747.2.2 Liens; Lien Covenants
    
    
    767.2.3 Guaranties
    
    
    767.2.4 Loans and Investments
    
    
    767.2.5 Dividends and Related Distributions
    
    
    777.2.6 Liquidations, Mergers, Consolidations, Amalgamations, Acquisitions
    
    
    777.2.7 Dispositions of Assets or Subsidiaries
    
    
    777.2.8 Affiliate Transactions
    
    
    787.2.9 Subsidiaries, Partnerships and Joint Ventures
    
    
    787.2.10 Continuation of or Change in Business
    
    
    797.2.11 Fiscal Year
    
    
    797.2.12 Issuance of Stock
    
    
    797.2.13 Changes in Organizational Documents
    
    
    797.2.14 Capital Expenditures
    
    
    797.2.15 Minimum Fixed Charge Coverage Ratio
    
    
    797.2.16 Agreements Restricting Dividends
    
    
    807.2.17 DDAs; Credit Card Processors
    
    
    807.2.18 Negative Pledges
    
    
    807.3 Reporting Requirements
    
    
    807.3.1 Quarterly Financial Statements; Monthly Financial Statements
    
    
    807.3.2 Annual Financial Statements
    
    
    817.3.3 Certificate of the Borrowers
    
    
    817.3.4 Simplified Borrowing Base Certificates; Borrowing Base Certificates
    
    
    817.3.5 Minimum Cash Requirement; DDAs
    
    
    817.3.6 Notices
    
    
    81
  iv




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##### 



Page8. DEFAULT
    
    
    838.1 Events of Default
    
    
    838.1.1 Payments Under Loan Documents
    
    
    838.1.2 Breach of Warranty
    
    
    838.1.3 Breach of Certain Covenants
    
    
    838.1.4 Breach of Other Covenants
    
    
    848.1.5 Defaults in Indebtedness; Leases
    
    
    848.1.6 Final Judgments or Orders
    
    
    848.1.7 Loan Document Unenforceable
    
    
    848.1.8 Uninsured Losses; Proceedings Against Assets
    
    
    848.1.9 Events Relating to Plans and Benefit Arrangements
    
    
    858.1.10 Change of Control
    
    
    858.1.11 Relief Proceedings
    
    
    858.2 Consequences of Event of Default
    
    
    858.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings
    
    
    858.2.2 Bankruptcy, Insolvency or Reorganization Proceedings
    
    
    868.2.3 Set-off
    
    
    868.2.4 Application of Proceeds
    
    
    869. THE ADMINISTRATIVE AGENT
    
    
    899.1 Appointment and Authority
    
    
    899.2 Rights as a Lender
    
    
    909.3 Exculpatory Provisions
    
    
    909.4 Reliance by Administrative Agent
    
    
    919.5 Delegation of Duties
    
    
    919.6 Resignation of Administrative Agent
    
    
    919.7 Non-Reliance on Administrative Agent and Other Lenders
    
    
    929.8 No Other Duties, etc.
    
    
    929.9 Administrative Fee
    
    
    929.10 Authorization to Release Collateral and Guarantors
    
    
    939.11 No Reliance on Administrative Agents Customer Identification Program
    
    
    939.12 Defaulting Lender
    
    
    939.12.1 Failure or Refusal to Comply with Lender Obligations
    
    
    939.12.2 Non-Defaulting Lender Rights
    
    
    949.12.3 Indemnification
    
    
    949.12.4 Risk Participation
    
    
    9410. MISCELLANEOUS
    
    
    9510.1 Modifications, Amendments or Waivers
    
    
    9510.1.1 Increase of Commitment
    
    
    9510.1.2 Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment
    
    
    9510.1.3 Release of Collateral or Guarantor
    
    
    9510.1.4 Availability
    
    
    9610.1.5 Miscellaneous
    
    
    9610.2 No Implied Waivers; Cumulative Remedies
    
    
    96
  v




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##### 



Page10.3 Expenses; Indemnity; Damage Waiver
    
    
    9610.3.1 Costs and Expenses
    
    
    9610.3.2 Indemnification by the Loan Parties
    
    
    9710.3.3 Reimbursement by Lenders
    
    
    9810.3.4 Waiver of Consequential Damages, Etc.
    
    
    9810.3.5 Payments
    
    
    9810.4 Holidays
    
    
    9810.5 Notices; Effectiveness; Electronic Communication
    
    
    9910.5.1 Notices Generally
    
    
    9910.5.2 Electronic Communications
    
    
    9910.5.3 Change of Address, Etc.
    
    
    10010.6 Severability
    
    
    10010.7 Duration; Survival
    
    
    10010.8 Successors and Assigns
    
    
    10010.8.1 Successors and Assigns Generally
    
    
    10010.8.2 Assignments by Lenders
    
    
    10010.8.3 Register
    
    
    10210.8.4 Participations
    
    
    10210.8.5 Limitations upon Participant Rights Successors and Assigns Generally
    
    
    10310.8.6 Certain Pledges; Successors and Assigns Generally
    
    
    10310.9 Publicity
    
    
    10310.10 Confidentiality
    
    
    10410.10.1 General
    
    
    10410.10.2 Sharing Information With Affiliates of the Lenders
    
    
    10410.11 Counterparts; Integration; Effectiveness
    
    
    10410.11.1 Counterparts; Integration; Effectiveness
    
    
    10410.12 CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL
    
    
    10410.12.1 Governing Law
    
    
    10410.12.2 SUBMISSION TO JURISDICTION
    
    
    10510.12.3 WAIVER OF VENUE
    
    
    10510.12.4 SERVICE OF PROCESS
    
    
    10510.12.5 WAIVER OF JURY TRIAL
    
    
    10610.13 Patriot Act Notice; Proceeds of Crime Act
    
    
    10610.14 Additional Waivers
    
    
    10610.14.1 Joint and Several Liability
    
    
    10610.14.2 No Reduction of Obligations
    
    
    10710.14.3 Additional Waivers
    
    
    10710.14.4 Subordination
    
    
    10710.15 Obligations Upon Receipt of Indefeasible Payment In Full
    
    
    10810.16 Limitation Of Canadian Borrowers Liability
    
    
    10910.17 Judgment Currency
    
    
    10910.17.1 Judgment Currency
    
    
    10910.17.2 Change in Exchange Rate
    
    
    10910.17.3 Canadian Liabilities
    
    
    11010.17.4 Rate of Exchange
    
    
    11010.18 Language
    
    
    110
  vi




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##### 



LIST OF SCHEDULES AND EXHIBITS
 SCHEDULESSCHEDULE 1.1(A)
    
    -
    
    PRICING GRIDSCHEDULE 1.1(B)
    
    -
    
    COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICESSCHEDULE 1.1(C)
    
    -
    
    QUALIFIED CREDIT CARD RECEIVABLESSCHEDULE 1.1(D)
    
    -
    
    QUALIFIED INVENTORYSCHEDULE 1.1(E)
    
    -
    
    EXISTING LETTERS OF CREDITSCHEDULE 1.1(P)
    
    -
    
    PERMITTED LIENSSCHEDULE 5.1.1
    
    -
    
    QUALIFICATIONS TO DO BUSINESSSCHEDULE 5.1.2
    
    -
    
    SUBSIDIARIESSCHEDULE 5.1.14
    
    -
    
    ENVIRONMENTAL DISCLOSURESSCHEDULE 5.1.16
    
    -
    
    LABOR MATTERSSCHEDULE 5.1.17.1
    
    -
    
    DDAsSCHEDULE 5.1.17.2
    
    -
    
    CREDIT CARD PROCESSORSSCHEDULE 6.1.1
    
    -
    
    OPINION OF COUNSELSCHEDULE 7.1.3
    
    -
    
    INSURANCE REQUIREMENTS RELATING TO COLLATERALSCHEDULE 7.2.1
    
    -
    
    PERMITTED INDEBTEDNESSSCHEDULE 7.2.8
    
    -
    
    AFFILIATE TRANSACTIONS
 EXHIBITS
 EXHIBIT 1.1(A)
    
    -
    
    ASSIGNMENT AND ASSUMPTION AGREEMENTEXHIBIT 1.1(C)
    
    -
    
    COLLATERAL ASSIGNMENTEXHIBIT 1.1(G)(1)
    
    -
    
    GUARANTOR JOINDEREXHIBIT 1.1(G)(2)
    
    -
    
    GUARANTY AGREEMENTEXHIBIT 1.1(G)(3)
    
    -
    
    BORROWER JOINDEREXHIBIT 1.1(N)(1)
    
    -
    
    REVOLVING CREDIT NOTEEXHIBIT 1.1(N)(2)
    
    -
    
    SWING LOAN NOTEEXHIBIT 1.1(S)
    
    -
    
    SECURITY AGREEMENTEXHIBIT 2.5.1
    
    -
    
    LOAN REQUESTEXHIBIT 2.5.2
    
    -
    
    SWING LOAN REQUESTEXHIBIT 2.10
    
    -
    
    LENDER JOINDEREXHIBIT 7.3.3
    
    -
    
    COMPLIANCE CERTIFICATEEXHIBIT 7.3.4.1
    
    -
    
    SIMPLIFIED BORROWING BASE CERTIFICATEEXHIBIT 7.3.4.2
    
    -
    
    BORROWING BASE CERTIFICATE
  vii




---



##### 



CREDIT AGREEMENT
 Agreement DSW DSW Shoe Borrower Borrowers Administrative Agent
  CERTAIN DEFINITIONS
 Certain Definitions.
 Account
 Account Debtor
 Acquisition




---



##### 



Administrative Agent
 Administrative Fee Section 9.9
 Affiliate
 Agreement
 Alternate Source
 Anti-Terrorism Laws
 Applicable Commitment Fee Rate Schedule 1.1(A)
 Applicable Letter of Credit Fee Rate Schedule 1.1(A)
 Applicable Margin
 Schedule 1.1(A)
 Schedule 1.1(A)
  - 2 -




---



##### 



Schedule 1.1(A)
 Schedule 1.1(A)
 Approved Fund
 Arranger
 Assignment and Assumption Agreement Section 10.8 Exhibit 1.1(A)
 Authorized Officer
 Auto-Extension Letter of Credit Section
2.9.1
 Average Daily Revolving Credit Availability
 BA Equivalent Loan
 BA Equivalent Loan Borrowing
  - 3 -




---



##### 



BA Rate per annum
 BA Rate Option Section 3.1.1(iv)
 Bankruptcy Code
 Base Rate plus plus
 Base Rate Option Section 3.1.1(i)
 Blocked Account Section 7.1.10
 Blocked Account Agreement
 Blocked Account Bank
  - 4 -




---



##### 



Borrower Joinder Exhibit 1.1(G)(3)
 Borrowers
 Borrowing Base
 plus
 NOLV minus
   Borrowing Base Certificate Section
7.3.4(ii)
 Borrowing Base Trigger Event
  - 5 -




---



##### 



Borrowing Date
 Borrowing Tranche
 Business Day provided further that
 Canadian Availability minus minus provided
 Canadian Borrower
 Canadian Borrowing Base
 plus
  - 6 -




---



##### 



NOLV minus
   Canadian Commitment Schedule 1.1(B) Canadian Commitments
 Canadian Lender Bank Act Bank Act Income Tax
Act Income Tax Act
 Canadian Liabilities
  - 7 -




---



##### 



Canadian Prime Rate
 Canadian Prime Rate Option Section 3.1.1(iii)
 Capital Expenditures
 Capital Lease
 Cash Collateralize
 CD$
 Change in Law
 CIP Regulations Section 9.11
 Closing Date
 Code
 Collateral provided however provided further that
  - 8 -




---



##### 



Collateral Access Agreement
 Collateral Assignment Exhibit
1.1(C)
 Collateral Documents Section 5.1.11
 Commercial Letter of Credit
 Commitment Commitments
 Commitment Fee Section 2.3
 Compliance Certificate Section 7.3.3
 Concentration Account Section 7.1.10
 Consolidated EBITDA minus
 Credit Card Notification Section 7.1.10
  - 9 -




---



##### 



Credit Card Receivables
 Daily LIBOR Rate minus
 DDA
 Defaulting Lender Section 4.3
 Deteriorating Lender
 Determination Date
 Section 8.1.11
  - 10 -




---



##### 



Dollar, Dollars, U.S. Dollars $
 Domestic Borrower
 Domestic Lender
 Domestic Subsidiary
 Drawing Date Section 2.9.3
 DSW
 DSW Shoe
 Environmental Laws
 Equity Interests Section 5.1.2
 Equivalent Amount
  - 11 -




---



##### 



ERISA
 ERISA Affiliate
 ERISA Event
 ERISA Group
 Eurocurrency Liabilities
 Event of Default Section 8.1
 Excluded Property
  - 12 -




---



##### 



Excluded Taxes Section 4.9.5 Section 4.9.1
 Executive Order No. 13224
 Existing Letters of Credit Schedule 1.1(E)
 Existing Loan Agreement
 Expiration Date
 Federal Funds Effective Rate provided
  - 13 -




---



##### 



Federal Funds Open Rate Alternate
Source
 Fee Letter
 Financial Statement Accounts
 Financial Statement Inventory
 Fixed Charge Coverage Ratio minus minus minus
 Fixed Charges
 Foreign Lender
 Foreign Subsidiary
  - 14 -




---



##### 



GAAP Section 1.3 provided that
 General Security Agreement
 Guarantor
 Guarantor Joinder Exhibit 1.1(G)(1)
 Guaranty
 Guaranty Agreement Exhibit 1.1(G)(2)
 ICC Section 10.11.1
 Increasing Lender Section 2.10.1
  - 15 -




---



##### 



Indebtedness
 Indemnified Taxes
 Indemnitee Section 10.3.2
 Information
 Insolvency Proceeding
 Intercompany Subordination Agreement
 Interest Expense
  - 16 -




---



##### 



Interest Period
 Interest Rate Hedge
 Interest Rate Option
 Inventory
 IRS
 ISP98 Section 10.12.1
 Issuing Lender
 Joint Venture
 Judgment Conversion Date Section 10.17
 Judgment Currency Section 10.17
  - 17 -




---



##### 



Law
 Lender Provided Interest Rate Hedge
 Lenders Schedule 1.1(B)
 Letter of Credit Section 2.9.1
 Letter of Credit Borrowing Section 2.9.3
 Letter of Credit Fee Section 2.9.2
 Letter of Credit Obligation plus
 Letter of Credit Sublimit Section 2.9.1
 LIBOR Rate Alternate Source
  - 18 -




---



##### 



London interbank offered rates quoted by BloombergLIBOR Rate
    
    =
    
    or appropriate successor as shown on Bloomberg Page BBAM11.00 - LIBOR Reserve Percentage
  LIBOR Rate Option Section 3.1.1(ii)
 LIBOR Reserve Percentage Eurocurrency
Liabilities
 Lien
 Liquidation Percentage
 Loan Documents
  - 19 -




---



##### 



Loan Parties
 Loan Party Equity Interests Section 5.1.2
 Loan Request Section 2.5
 Loans Loan
 Material Adverse Change
 Minimum Cash Requirement
 Month
 Multiemployer Plan
 Net Proceeds
   - 20 -




---



##### 



plus plus
  New Lender Section 2.10.1
 NOLV
 Non-Consenting Lender Section 10.1
 Non-Extension Notice Date Section 2.9.1
 Notes Exhibit
1.1(N)(1) Exhibit 1.1(N)(2)
 Obligation
  - 21 -




---



##### 



Official Body
 Overadvance
 Other Lender Provided Financial Service Product
 Other Taxes
 Order Section 2.9.9
 Participant Section 10.8.4
 Participation Advance Section 2.9.3
 Payment Date
 Payment In Full
 PBGC
 Pension Plan
  - 22 -




---



##### 



Permitted Acquisition
         - 23 -




---



##### 



Permitted Investments provided provided further
 Permitted Liens
       - 24 -




---



##### 



Section 7.2.14
 Schedule
1.1(P) provided
 provided Schedule 1.1(P)
     provided
    - 25 -




---



##### 



Section 8.1.6
 Permitted Overadvance
       provided Section 2.9.3 Section 2.6.5 Section
2.11 Section 2.11
 Permitted Short Term Loans Section 2.4.2
  - 26 -




---



##### 



Person
 Plan
 PNC
 PNC Canada
 Potential Default
 PPSA Personal Property Security Act
 Prime Rate
 Principal Office
 Prior Security Interest
 Published Rate The Wall
Street Journal Money Rates
  - 27 -




---



##### 



Purchase Money Security Interest
 Qualified Credit Card Receivables Schedule
1.1(c)
 Qualified Inventory Schedule 1.1(d)
 Ratable Share provided provided provided
 Reimbursement Obligation Section 2.9.3
 Related Parties
 Relief Proceeding
  - 28 -




---



##### 



Required Lenders
   Required Share Section 4.11
 Revolving Credit Availability minus minus
 Revolving Credit Commitment Schedule 1.1(B) Revolving Credit Commitments
 Revolving Credit Loans Revolving Credit Loan Section 2.1 Section 2.9.3
 Revolving Facility Usage
 Security Agreement Exhibit 1.1(S)
 Settlement Date Section 4.11
  - 29 -




---



##### 



Simplified Borrowing Base plus
 Simplified Borrowing Base Certificate Section
7.3.4(i)
 Solvent
 Standby Letter of Credit
 Statements Section 5.1.6(i) Historical Statements
 Subordinated Indebtedness
 Subsidiary
  - 30 -




---



##### 



Subsidiary Equity Interests Section 5.1.2
 Substantial Liquidation
 Swing Loan Commitment Section 2.1.2
 Swing Loan Note Exhibit 1.1(N)(2)
 Swing Loan Request Section 2.5.2
 Swing Loans Swing Loan Section
2.1.2
 Taryn Rose
 Taxes
 Trigger Event
 Trigger Event Election Section 2.4.1
 Trigger Event Election Period Section
2.4.1
 UCC provided however UCC
  - 31 -




---



##### 



UCP Section 10.11.1
 Unintentional Overadvance
 USA Patriot Act
 Construction. Eastern Time
 Accounting Principles. provided however Section
7.2 Section 7.2
  - 32 -




---



##### 



Section 5.1.6(i) Section 7.2 provided that
 REVOLVING CREDIT AND SWING LOAN FACILITIES
 Revolving Credit Commitments.
 Revolving Credit Loans. provided minus minus minus Section 2.1
 Swing Loan Commitment. Swing
Loans Swing Loan Commitment minus Section
2.1.2
  - 33 -




---



##### 



Nature of Lenders Obligations with Respect to Revolving Credit Loans; Permitted
Overadvances.
 Nature of Lenders Obligations with Respect to Revolving Credit Loans. Section 2.5
 Permitted Overadvances. Section 2.9.3 Section 2.6.5
 Commitment Fees. Commitment Fee provided however
  - 34 -




---



##### 



provided further
 Simplified Borrowing Base and Borrowing Base; Permitted Short Term Loans.
 Simplified Borrowing Base and Borrowing Base Trigger Event
Election Period
 Permitted Short Term Loans Permitted Short Term Loan provided
  - 35 -




---



##### 



Revolving Credit Loan Requests; Swing Loan Requests.
 Revolving Credit Loan Requests. Section 3.2 Exhibit 2.5.1 Loan Request
 Swing Loan Requests Exhibit 2.5.2 Swing Loan Request
 Making Revolving Credit Loans and Swing Loans; Presumptions by the Administrative
Agent; Repayment of Revolving Credit Loans; Borrowings to Repay Swing Loans.
 Making Revolving Credit Loans. Section 2.5 Section 2.2.1
  - 36 -




---



##### 



Section 6.2 provided Section 2.6.2
 Presumptions by the Administrative Agent. Section 2.6.1
 Making Swing Loans Section 2.5.2
 Repayment of Revolving Credit Loans. provided th
  - 37 -




---



##### 



Borrowings to Repay Swing Loans provided Section 2.5.1 Section 2.6.5 Section 2.5.1
 Trigger Event Election Period.
 Notes.
 Use of Proceeds.
 Letter of Credit Subfacility.
 Issuance of Letters of Credit. Letter of Credit
  - 38 -




---



##### 



Section 6 Section 2.9 provided provided Letter of Credit Sublimit Section 6
 Auto-Extension Letter of Credit provided Non-Extension Notice Date provided however Section 6.2
  - 39 -




---



##### 



Letter of Credit Fees Letter of Credit Fee
 Disbursements, Reimbursement
  - 40 -




---



##### 



Reimbursement Obligation Drawing
Date Section 6.2 Section 2.9.3.1
 Section 2.9.3.1 Section 2.9.3 Section 2.9.3.1 Section 2.9.3.2
  - 41 -




---



##### 



Section 2.9.3.1 Section 6.2 Letter of Credit
Borrowing Section 2.9.3 Participation
Advance Section
2.9.3
 Repayment of Participation Advances.
   Documentation.
  - 42 -




---



##### 



Determinations to Honor Drawing Requests.
 Nature of Participation and Reimbursement Obligations. Section 2.9.3 Section 2.9
  Section 2.1 Section 2.5 Section 2.6 Section 6.2 Section 2.9.3
     - 43 -




---



##### 



Section 2.9.8
 Indemnity.
  - 44 -




---



##### 



Liability for Acts and Omissions
  - 45 -




---



##### 



Order
  Issuing Lender Reporting Requirements
 Cash Collateral provided that
  - 46 -




---



##### 



Increase in Revolving Credit Commitments.
 Increasing Lenders and New Lenders. Increasing Lender New
Lender
 No Obligation to Increase
 Minimum Increase Amount; Number of Requests
 Maximum Amount of All Increases
 Resolutions; Opinion
 Notes
 Approval of New Lenders
 Increasing Lenders
 New Lenders  Joinder Exhibit 2.10
  - 47 -




---



##### 



Repayment of Outstanding Loans; Borrowing of New Loans. Section 4.10 provided Section 2.10
 Outstanding Letters of Credit. Repayment of Outstanding Loans; Borrowing of New
Loans.
 Reduction of Revolving Credit Commitment
 Canadian Commitments
 Deemed Termination of Canadian Commitments
  - 48 -




---



##### 



INTEREST RATES
 Interest Rate Options. provided provided further Section 4.10
 Revolving Credit Interest Rate Options; Swing Line Interest Rate.
 Revolving Credit Base Rate Option
 Revolving Credit LIBOR Rate Option
 Revolving Credit Canadian Prime Rate Option
 Revolving Credit BA Rate Option
 Section 3.3
  - 49 -




---



##### 



Rate Quotations.
 Interest Periods.
 Amount of Borrowing Tranche.
 Renewals.
 Interest and Fees After Default.
 Letter of Credit Fees, Interest Rate. Section 2.9.2 Section 3.1
 Other Obligations.
 Acknowledgment. Section 3.3
  - 50 -




---



##### 



LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available.
 Unascertainable.
   Section 3.4.3
 Illegality; Increased Costs; Deposits Not Available.
    Section 3.4.3
 Administrative Agents and Lenders Rights. Section 3.4.1 Section
3.4.2 Section 3.4.1
  - 51 -




---



##### 



Section 3.4.2 Section
4.10 Section 4.6
 Selection of Interest Rate Options. Section 3.2
 Interest Act (Canada Interest Act
 PAYMENTS
 Payments. provided
  - 52 -




---



##### 



Pro Rata Treatment of Lenders; Repayment of Advances.
 Pro Rata Treatment of Lenders. Section 3.4.3 Section
3.4 Section 4.6.2 Section 4.8 Section 2.6.5
 Repayment of Advances.
 Sharing of Payments by Lenders. provided
   - 53 -




---



##### 



Section 4.3 Section
4.3
  Section 4.3
 Presumptions by Administrative Agent.
  - 54 -




---



##### 



Interest Payment Dates. Section 4.7
 Voluntary Prepayments.
 Right to Prepay. Section 4.6.2 Section 4.8 Section 4.10
     Section 3.4.3 Section
4.10
  - 55 -




---



##### 



Replacement of a Lender. Section 3.4 Section 4.8 Section 4.9 Section
10.1 Section 10.8 provided
 Section 10.8
 Section 4.10
 Section 4.8.1 Section 4.9
   Mandatory Prepayments.
 Disposition of Assets; Indebtedness. Section
7.2.7(v) Section 7.2.7(vi) provided Schedule 7.1.3
  - 56 -




---



##### 



Section 7.2.1 Section 4.7.1
 Borrowing Base Exceeded; Canadian Borrowing Base Exceeded.
 Receipt and Application of Payment. Section 7.1.10
 Application Among Interest Rate Options. Section 4.7 Section 4.10
 Increased Costs.
 Increased Costs Generally.
   - 57 -




---



##### 



Section 4.9
   Capital Requirements.
 Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New
Loans. Section 4.8.1 Section 4.8.2
  - 58 -




---



##### 



Delay in Requests. provided
 Taxes.
 Payments Free of Taxes. provided
 Payment of Other Taxes by the Borrowers. Section 4.9.1
 Indemnification by the Borrowers; Treatment of Certain Refunds.
 Indemnification By the Borrowers.
  - 59 -




---



##### 



Treatment of Certain Refunds. Section 4.9.3.1 provided Section 4.9.3.2
 Evidence of Payments.
 Status of Lenders.
  - 60 -




---



##### 



Indemnity. Section
4.8 Section 4.9
  Section 2.5 Section 3.2 Section 4.6
   - 61 -




---



##### 



Settlement Date Procedures Section 2.1.2 Required
Share Section 4.11 Section 2.1.2
 REPRESENTATIONS AND WARRANTIES
 Representations and Warranties.
 Organization and Qualification; Power and Authority; Compliance With Laws; Title to
Properties; Event of Default. Schedule 5.1.1
  - 62 -




---



##### 



Section
5.1.14
 Subsidiaries and Owners; Investment Companies. Schedule 5.1.2 Subsidiary Equity Interests Loan Party Equity Interests Equity
Interests 
 Validity and Binding Effect.
 No Conflict; Material Agreements; Consents.
  - 63 -




---



##### 



Litigation.
 Financial Statements.
 Historical Statements Statements
 Accuracy of Financial Statements
 Margin Stock.
  - 64 -




---



##### 



Full Disclosure.
 Taxes.
 Patents, Trademarks, Copyrights, Licenses, Etc.
 Liens in the Collateral. Collateral Documents Section 10.3.1
 Insurance.
  - 65 -




---



##### 



ERISA Compliance
   Environmental Matters. Schedule 5.1.14 provided
 Solvency.
 Labor Matters.
  - 66 -




---



##### 



Schedule
5.1.16
 DDAs; Credit Card Arrangements.
 DDAs. Schedule 5.1.17.1
 Credit Card Arrangements. Schedule 5.1.17.2
 Updates to Schedules.
  - 67 -




---



##### 



CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT
  First Loans and Letters of Credit.
 Deliveries.
  Exhibit 7.3.4.1 plus
   Schedule 6.1.1
   - 68 -




---



##### 



Other Conditions Precedent.
      - 69 -




---



##### 



Payment of Fees and Expenses.
 Each Loan or Letter of Credit.
 Initial Loans or Letters of Credit  Canadian Borrower. Section 7.2.9
 COVENANTS
  Affirmative Covenants.
 Preservation of Existence, Etc. Section 7.2.6
  - 70 -




---



##### 



Payment of Liabilities, Including Taxes, Etc. provided
 Maintenance of Insurance. Schedule 7.1.3
 Maintenance of Properties and Leases.
 Visitation Rights.
 General provided
  - 71 -




---



##### 



Post-Closing Covenant
 Keeping of Records and Books of Account.
 Compliance with Laws; Use of Proceeds. provided Section
7.1.7 Section 2.8
 Further Assurances.
 Anti-Terrorism Laws.
  - 72 -




---



##### 



Cash Management.
  Credit Card
Notification Schedule 5.1.17.1
 Blocked Accounts
  Concentration Account
        - 73 -




---



##### 



Section 7.1.10
   Negative Covenants.
 Indebtedness.
  Schedule 7.2.1 provided Schedule 7.2.1 ;
  - 74 -




---



##### 



provided
         - 75 -




---



##### 



Section 7.2.1
 Liens; Lien Covenants.
 Guaranties.
 Loans and Investments.
          - 76 -




---



##### 



Dividends and Related Distributions.
  provided
 Liquidations, Mergers, Consolidations, Amalgamations, Acquisitions.
    Dispositions of Assets or Subsidiaries.
    - 77 -




---



##### 



Section 7.2.14 provided
    Affiliate Transactions.
 Subsidiaries, Partnerships and Joint Ventures. Section 6.1
  - 78 -




---



##### 



Continuation of or Change in Business.
 Fiscal Year.
 Issuance of Stock.
 Changes in Organizational Documents.
 Capital Expenditures.
 Minimum Fixed Charge Coverage Ratio.
  - 79 -




---



##### 



Agreements Restricting Dividends.
 DDAs; Credit Card Processors
 Negative Pledges
 Reporting Requirements.
 Quarterly Financial Statements; Monthly Financial Statements.
    - 80 -




---



##### 



Annual Financial Statements.
 Certificate of the Borrowers. Section 7.3.1 Section 7.3.2 Compliance Certificate Exhibit 7.3.3
 Simplified Borrowing Base Certificates; Borrowing Base Certificates.
 Simplified Borrowing Base Certificate Exhibit 7.3.4.1
 th Borrowing Base Certificate Exhibit 7.3.4.2
 Minimum Cash Requirement; DDAs th
  - 81 -




---



##### 



Notices.
 Default
 Litigation
 Organizational Documents Section 7.2.13
 Erroneous Financial Information
 ERISA Event
 Change in Officers
 Material Adverse Change
 Change in Accountants
 Consignment or Other Arrangement
 Leases; Licenses Section 7.3.1(i) Section 7.3.2
  - 82 -




---



##### 



Trigger Event
 SEC Reports; Shareholder Communications
 Other Reports
 Annual Budget
 Management Letters
 Other Information
 DEFAULT
 Events of Default.
 Payments Under Loan Documents.
 Breach of Warranty.
 Breach of Certain Covenants. Section 7.1.2 Section 7.1.5 Section
7.1.10 Section 7.2
  - 83 -




---



##### 



Breach of Other Covenants.
 Defaults in Indebtedness; Leases.
 Final Judgments or Orders.
 Loan Document Unenforceable.
 Uninsured Losses; Proceedings Against Assets.
  - 84 -




---



##### 



Events Relating to Plans and Benefit Arrangements. Pension Benefits Act
 Change of Control.
 Relief Proceedings.
 Consequences of Event of Default.
 Events of Default Other Than Bankruptcy, Insolvency or Reorganization
Proceedings. Sections 8.1.1 8.1.10
  - 85 -




---



##### 



Bankruptcy, Insolvency or Reorganization Proceedings. Section 8.1.11
 Set-off. Section 4.3
 Application of Proceeds. Section 8.2
  First Section 3.4
  - 86 -




---



##### 



Second Section 3.4 Second
 Third
 Fourth Section 2.6.5
 Fifth Section 2.6.5
 Sixth Sixth
 Seventh Seventh
 Eighth
 Ninth Ninth
  - 87 -




---



##### 



Tenth Tenth
 Eleventh
 Last
 Section 2.9.3 Eighth
  First Section
3.4
 Second Section
3.4 Second
 Third
 Fourth Fourth
  - 88 -




---



##### 



Fifth Fifth
 Sixth
 Seventh Seventh
 Eighth Tenth
 Last
 Section 2.9.3 Sixth
 THE ADMINISTRATIVE AGENT
 Appointment and Authority. Section 9
  - 89 -




---



##### 



Rights as a Lender.
 Exculpatory Provisions.
  provided
  Section 10.1 Section 8.2
 Section 6
  - 90 -




---



##### 



Reliance by Administrative Agent.
 Delegation of Duties. Section 9
 Resignation of Administrative Agent. provided
  - 91 -




---



##### 



Section 9.6 Section 9 Section 10.3
 Section 9.6
 Non-Reliance on Administrative Agent and Other Lenders.
 No Other Duties, etc.
 Administrative Fee. Administrative Fee
  - 92 -




---



##### 



Authorization to Release Collateral and Guarantors. Section 7.2.7 Section 7.2.6 Section 7.2.7 Section 7.2.6
 No Reliance on Administrative Agents Customer Identification Program. CIP Regulations
 Defaulting Lender.
 Failure or Refusal to Comply with Lender Obligations.
  - 93 -




---



##### 



Non-Defaulting Lender Rights. pro rata
 Indemnification.
 Risk Participation.
     - 94 -




---



##### 



MISCELLANEOUS
 Modifications, Amendments or Waivers. provided
 Increase of Commitment.
 Extension of Payment; Reduction of Principal Interest or Fees; Modification of
Terms of Payment.
 Release of Collateral or Guarantor. Section 7.2.7
  - 95 -




---



##### 



Availability.
 Miscellaneous. Section 4.2 Section 9.3 Section 4.3 Section 10.1
 provided provided further Sections 10.1.1 10.1.5 Non-Consenting Lender Section 4.6.2
 No Implied Waivers; Cumulative Remedies.
 Expenses; Indemnity; Damage Waiver.
 Costs and Expenses.
  - 96 -




---



##### 



Indemnification by the Loan Parties. Indemnitee provided
  - 97 -




---



##### 



Reimbursement by Lenders. Section 10.3.1 Section 10.3.2 provided
 Waiver of Consequential Damages, Etc. Section 10.3.2
 Payments.
 Holidays. Section 3.2
  - 98 -




---



##### 



Notices; Effectiveness; Electronic Communication.
 Notices Generally. Section 10.5.2 Schedule 1.1(B)
 Section 10.5.2
 Electronic Communications. provided provided provided
  - 99 -




---



##### 



Change of Address, Etc.
 Severability.
 Duration; Survival. Section 4 Section 10.3
 Successors and Assigns.
 Successors and Assigns Generally. Section 10.8.2 Section 10.8.4 Section 10.8.6 Section 10.8.4
 Assignments by Lenders. provided
 Minimum Amounts
   - 100 -




---



##### 



Section 10.8.2
 Proportionate Amounts
 Required Consents
   Assignment and Assumption Agreement
 No Assignment to Loan Parties
 No Assignment to Natural Persons
  - 101 -




---



##### 



Section
10.8.3 Section
3.4 Section 4.8 Section 10.3 Section 10.8.2 Section 10.8.4
 Register.
 Participations. Participant provided
 provided Section 10.1.1 Section 10.1.2 Section
10.1.3 Section 10.8.5 Section 3.4 Section 4.8 Section 10.8.2 Section 8.2.3 provided Section 4.3
  - 102 -




---



##### 



Limitations upon Participant Rights Successors and Assigns Generally. Section 4.8 Section 4.9 Section 10.3 Section 4.9 Section 4.9.5
 Certain Pledges; Successors and Assigns Generally. provided
 Publicity
  - 103 -




---



##### 



Confidentiality.
 General.
 Sharing Information With Affiliates of the Lenders. Section 10.10.1
 Counterparts; Integration; Effectiveness.
 Counterparts; Integration; Effectiveness. Section 6
 CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS;
WAIVER OF JURY TRIAL.
 Governing Law. ICC UCP ISP98
  - 104 -




---



##### 



SUBMISSION TO JURISDICTION.
 WAIVER OF VENUE. SECTION 10.12
 SERVICE OF PROCESS. SECTION 10.5
  - 105 -




---



##### 



WAIVER OF JURY TRIAL.
 Patriot Act Notice; Proceeds of Crime Act. Proceeds of
Crime (Money Laundering) and Terrorist Financing Act Proceeds of Crime
Act
 Additional Waivers.
 Joint and Several Liability. provided that
  - 106 -




---



##### 



No Reduction of Obligations.
 Additional Waivers.
 Subordination.
  - 107 -




---



##### 



Accommodation Payment UFTA UFCA
 Obligations Upon Receipt of Indefeasible Payment In Full
   - 108 -




---



##### 



Section 10.3.1 Section 10.3.2
 Limitation Of Canadian Borrowers Liability.
  Judgment Currency.
 Judgment Currency
  Judgment Conversion
Date
 Change in Exchange Rate
  - 109 -




---



##### 



Canadian Liabilities
 Rate of Exchange
     Language.
    - 110 -




---



##### 



ATTEST:
    BORROWERS:
DSW INC.By:

/s/ Kurt GatterdamName:
    Kurt GatterdamTitle:
    Vice President and TreasurerDSW SHOE WAREHOUSE, INC.By:

/s/ Kurt GatterdamName:
    Kurt GatterdamTitle:
    Vice President and Treasurer




---



##### 



GUARANTORS:
ETAILDIRECT LLCBy:

/s/ Kurt GatterdamName:
    Kurt GatterdamTitle:
    Vice President and TreasurerDSW INFORMATION TECHNOLOGY LLCBy:

/s/ Kurt GatterdamName:
    Kurt GatterdamTitle:
    Vice President and TreasurerBRAND CARD SERVICES LLCBy:

/s/ Kurt GatterdamName:
    Kurt GatterdamTitle:
    Vice President and TreasurerMINT STUDIO LLCBy:

/s/ Kurt GatterdamName:
    Kurt GatterdamTitle:
    Vice President and Treasurer




---



##### 



PNC BANK, NATIONAL ASSOCIATION, as Administrative
Agent, as a Lender and as Issuing LenderBy:
    /s/ George M. GevasName:
    George M. GevasTitle:
    Senior Vice PresidentPNC BANK CANADA BRANCH, as a Canadian LenderBy:
    /s/ Mike DanbyName:
    Mike DanbyTitle:
    Assistant Vice President




---



##### 



EXHIBIT 1.1(A)
 ASSIGNMENT AND ASSUMPTION AGREEMENT
 Assignment Insert name of Assignor Assignor Insert name of Assignee Assignee Credit
Agreement
 Assigned Interest
 1.
    
    Assignor:2.
    
    Assignee:
    
    [and is an Affiliate1]3.
    
    Borrowers:
    
    DSW Inc. and DSW Shoe Warehouse, Inc., together with any other
Person joining the Credit Agreement as a Borrower thereunder4.
    
    Agent:
    
    PNC Bank, National Association, as administrative agent under the Credit Agreement5.
    
    Credit Agreement:
    
    The Credit Agreement dated as of June 30, 2010 by, among others, the Borrowers party thereto, the
Guarantors party thereto, the Lenders party thereto and the Agent, as administrative agent for the
Lenders.
 
 1
    
    Insert if applicable.




---



##### 



6.
    
    Assigned Interest:
 AggregateAmount of
    
    
    Amount of
    
    
    PercentageCommitment/Loans
    
    
    Commitment/Loans
    
    
    Assigned ofFacility Assigned
    
    for all Lenders
    
    
    Assigned2
    
    
    Commitment/Loans3________________4
    
    $
    
    
    
    $
    
    
    
    
    
    %________________
    
    $
    
    
    
    $
    
    
    
    
    
    %________________
    
    $
    
    
    
    $
    
    
    
    
    
    %
 5
 
 2
    
    Subject to minimum amount requirement, if applicable,
as set forth in Section 10.8.2(i) of the Credit Agreement3
    
    Set forth, to at least 9 decimals, as a percentage of
the Commitment/Loans of all Lenders thereunder.4
    
    Fill in the appropriate terminology for the types of
facilities under the Credit Agreement that are being assigned under this
Assignment (e.g. Revolving Credit Commitment, Swing Loan Commitment, etc.)
The same percentage of each facility owned by the Assignor shall be assigned to
the Assignee.5
    
    Assignor shall pay a fee of $3,500 to the Agent in
connection with the Assignment.  2




---



##### 



EXHIBIT 1.1(A)
  ASSIGNOR[NAME OF ASSIGNOR]By:Title:ASSIGNEE
[NAME OF ASSIGNEE]By:Title:




---



##### 



EXHIBIT 1.1(A)
 Consented to and Accepted:PNC BANK, NATIONAL ASSOCIATION, as AgentByName:Title:[Consented to:]6DSW INC., as a BorrowerByName:Title:DSW SHOE WAREHOUSE, INC., as a BorrowerByName:Title:[OTHER BORROWER(S), as a Borrower]ByName:Title:[Consented to:]7PNC BANK, NATIONAL ASSOCIATION, as 
Issuing LenderByName:Title:
 
 6
    
    To the extent required under Sections 10.8.2(i)(B) and
10.8.2(iii)(A) of the Credit Agreement.7
    
    To the extent required under Section 10.8.2(iii)(B) of
the Credit Agreement.




---



##### 



Agreement Borrower Borrowers Agent
 Representations and Warranties
 Assignor
 Assignee




---



##### 



Payments
 General Provisions
 Delivery
  2




---



##### 



EXHIBIT 1.1(C)
COLLATERAL ASSIGNMENT OF CONTRACT RIGHTS
 Assignment Assignor Assignors Assignee
  Credit Agreement Borrower Borrowers Guarantor Guarantors
 Security Agreement
 Assigned Contract Assigned
Contracts




---



##### 



-2-




---



##### 



-3-




---



##### 



-4-




---



##### 



ASSIGNORS:
    DSW INC., as a BorrowerBy:

/s/ Kurt GatterdamName:
    Kurt GatterdamTitle:
    TreasurerDSW SHOE WAREHOUSE, INC., as a BorrowerBy:

/s/ Kurt GatterdamName:
    Kurt GatterdamTitle:
    TreasurerETAILDIRECT LLC, as a GuarantorBy:

/s/ Kurt GatterdamName:
    Kurt GatterdamTitle:
    TreasurerBRAND CARD SERVICES LLC, as a GuarantorBy:

/s/ Kurt GatterdamName:
    Kurt GatterdamTitle:
    TreasurerDSW INFORMATION TECHNOLOGY LLC, as a GuarantorBy:

/s/ Kurt GatterdamName:
    Kurt GatterdamTitle:
    TreasurerMINT STUDIO LLC, as a GuarantorBy:

/s/ Kurt GatterdamName:
    Kurt GatterdamTitle:
    Treasurer




---



##### 



ASSIGNEE:
    PNC BANK, NATIONAL ASSOCIATION, as AgentBy:

/s/ George M. GevasName:
    George M. GevasTitle:
    Senior Vice President




---



##### 



Schedule I
 Assigned Contracts
 1.
    
    Supply Agreement dated as of January 30, 2005 by and between DSW Inc. (f/k/a Shonac
Corporation) and SYL, LLC (f/k/a Filenes Basement, Inc.), as amended and in effect2.
    
    Supply Agreement (Combo Stores) dated as of January 30, 2005 by and between DSW Inc.
(f/k/a Shonac Corporation) and SYL, LLC (f/k/a Filenes Basement, Inc.), as amended and in
effect3.
    
    Amended and Restated Supply Agreement dated as of May 30, 2006 by and between DSW Inc.
and Stein Mart, Inc., as amended and in effect4.
    
    Supply Agreement dated as of June 10, 2004 by and between DSW Inc. (f/k/a Shonac
Corporation) and Gordmans, Inc., as amended and in effect5.
    
    Supply Agreement dated as of September 16, 2003 by and between DSW Inc. (f/k/a Shonac
Corporation) and Retail Therapy, LLC (d/b/a Frugal Fannies Fashion Warehouse), as amended
and in effect




---



##### 



EXHIBIT 1.1(G)(1)

FORM OF
GUARANTOR JOINDER AND ASSUMPTION AGREEMENT
 Joinder New Guarantor
 Background
 Agreement Borrower Borrowers Administrative
Agent Guaranty Secured
Parties Security Agreement
 Agreement




---



##### 



- 2 -




---



##### 



- 3 -




---



##### 



[SIGNATURE PAGE 1 OF 2 OF GUARANTOR JOINDER AND ASSUMPTION AGREEMENT]
  ATTEST:By:Name:
    
    
    
    
    Name:Title:
    
    
    
    
    Title:




---



##### 



[SIGNATURE PAGE 2 OF 2 OF GUARANTOR JOINDER AND ASSUMPTION AGREEMENT]
   By:Name:Title:




---



##### 



EXHIBIT 1.1(G)(2)

FORM OF
CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP
 th
 Guarantied Obligations.




---



##### 



Guaranty.
 Obligations Absolute.
    - 3 -




---



##### 



- 4 -




---



##### 



Waivers, etc.
      - 5 -




---



##### 



Reinstatement.
 Agreement to Pay; Subrogation
 No Stay
 Incorporation by Reference.
 Notices.
  - 6 -




---



##### 



Counterparts; Telecopy Signatures.
 Setoff, Default Payments by Borrower.
   Construction.
  - 7 -




---



##### 



Successors and Assigns.
 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.
 Governing Law.
 Certain Waivers
 Certain Waivers; Submission to Jurisdiction.
  - 8 -




---



##### 



Severability; Modification to Conform to Law.
   - 9 -




---



##### 



Additional Guarantors
 Joint and Several Obligations.
  - 10 -




---



##### 



Receipt of Credit Agreement, Other Loan Documents, Benefits.
   Miscellaneous
  - 11 -




---



##### 



[SIGNATURE PAGE FOLLOWS]
  - 12 -




---



##### 



[SIGNATURE PAGE 1 OF 1 OF CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP]
  ETAILDIRECT LLCBy:Name:Title:BRAND CARD SERVICES LLCBy:Name:Title:DSW INFORMATION TECHNOLOGY LLCBy:Name:Title:MINT STUDIO LLCBy:Name:Title:




---



##### 



EXHIBIT 1.1(G)(3)
 FORM OF
BORROWER JOINDER AND ASSUMPTION AGREEMENT
 Joinder New Borrower
 Background
 Agreement Borrower Borrowers Administrative
Agent Security Agreement Secured Parties Fee Letter
 Agreement




---



##### 



- 2 -




---



##### 



- 3 -




---



##### 



[SIGNATURE PAGE 1 OF 2 OF BORROWER JOINDER AND ASSUMPTION AGREEMENT]
  ATTEST:By:Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:
 [SIGNATURE PAGE 2 OF 2 OF BORROWER JOINDER AND ASSUMPTION AGREEMENT]
   By:Name:Title:




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EXHIBIT 1.1(N)(1)

FORM OF
REVOLVING CREDIT NOTE
 $_____
    
    Cleveland, Ohio
June 30, 2010




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provided, however
       - 2 -




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- 3 -




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[SIGNATURE
PAGE 1 OF 1 TO REVOLVING CREDIT NOTE]
  DSW INC.By:Name:Title:DSW SHOE WAREHOUSE, INC.By:Name:Title:




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EXHIBIT 1.1(N)(2)

FORM OF
SWING LOAN NOTE
 $10,000,000
    
    Cleveland, OhioJune 30, 2010




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provided, however
       3




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4




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[SIGNATURE
PAGE 1 OF 1 TO SWING LOAN NOTE]
  DSW INC.By:Name:Title:DSW SHOE WAREHOUSE, INC.By:Name:Title:




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EXHIBIT 1.1(S)
 FORM OF
SECURITY AGREEMENT




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nt.
  - 15 -




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[SIGNATURE PAGE FOLLOWS]
  - 18 -




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[SIGNATURE PAGE 1 OF 3 TO SECURITY AGREEMENT]
  BORROWERS:
DSW INC.By:Name:Title:DSW SHOE WAREHOUSE, INC.By:Name:Title:GUARANTORS:

ETAILDIRECT LLCBy:Name:Title:BRAND CARD SERVICES LLCBy:Name:Title:




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[SIGNATURE PAGE 2 OF 3 TO SECURITY AGREEMENT]
 DSW INFORMATION TECHNOLOGY LLCBy:Name:Title:MINT STUDIO LLCBy:Name:Title: [SIGNATURE PAGE 3 OF 3 TO SECURITY AGREEMENT]
 ADMINISTRATIVE AGENT:

PNC BANK, NATIONAL ASSOCIATIONBy:Name:Title:  - 20 -




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EXHIBIT 2.5.1
FORM OF
LOAN REQUEST
  TO:
    
    PNC Bank, National Association
P7-PFSC-05-W
500 First Avenue
Pittsburgh, Pennsylvania 15219
Attention: Trina Barkley
Telephone: (412) 768-0423
Telecopy: (412) 705-2006FROM:
    
    The Borrowers (as defined below)RE:
    
    Credit Agreement dated as of June 30, 2010 (as amended, restated,
supplemented or otherwise modified from time to time, the
Agreement) by, among others, DSW Inc., DSW Shoe Warehouse, Inc.
(together with each of the other Persons which become Borrowers
under the Agreement from time to time each, a Borrower, and
collectively, the Borrowers), the Guarantors party thereto, the
Lenders party thereto and PNC Bank, National Association, as
administrative agent for the Lenders (the Administrative
Agent)
  A.
    
    Pursuant to Section 2.5.1 of the Agreement, the undersigned Borrowers irrevocably request
[check one line under1(a)below and fill in blank space next to the line as appropriate]:
 1.(a)
    
     A new Revolving Credit Loan OR
 

    
    A new Permitted Short Term Loan OR
    
    Renewal of the LIBOR Rate Option applicable to
an outstanding Revolving Credit Loan,
originally made on _______  ___,  _____ OR
    
    Conversion of the Base Rate Option applicable
to an outstanding Revolving Credit Loan
originally made on
 _____ 

to a Loan to
which the LIBOR Rate Option applies, OR




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
    
    Conversion of the LIBOR Rate Option applicable
to an outstanding Revolving Credit Loan originally made on ______ ___, _____ to a Loan to which the Base Rate Option applies.
 [Check one line under 1(b) below and fill in blank spaces in line next to line]:
 1.(b)(i) 
    
    Under the Base Rate Option. Such Loan shall have a Borrowing Date of _____,
 _____ (which date shall be (i) be the same Business Day as the Business Day
of receipt by the Administrative Agent by 1:00 p.m., Cleveland, Ohio time, of this Loan
Request for making a new Revolving Credit Loan to which the Base Rate Option applies,
or (ii) the last day of the preceding LIBOR Rate Interest Period if a Loan to which the
LIBOR Rate Option applies is being converted to a Loan to which the Base Rate Option
applies)8.
  (ii)
    
      Under the LIBOR Rate Option. Such Loan shall have a
Borrowing Date of
 _____ 

(which date shall be (i) three (3) Business Days
subsequent to the Business Day of receipt by the Administrative Agent by 1:00 p.m.,
Cleveland, Ohio time, of this Loan Request for making a new Revolving Credit Loan to
which the LIBOR Rate Option applies, renewing a Loan to which the LIBOR Rate Option
applies, or converting a Loan to which the Base Rate Option applies to a Loan to
which the LIBOR Rate Option applies, or (ii) the same Business Day as the last day
of the preceding Interest Period if a Loan to which the LIBOR Rate Option applies is
being converted to a Loan to which the Base Rate Option applies).
 2.
    
    Such Loan is in the principal amount of U.S. $_____ or
the principal amount to be renewed or converted is U.S. $_____[for Revolving Credit Loans under Section 2.5.1 of the Credit Agreement not to be
less than $1,000,000 and in increments of $500,000 if in excess of $1,000,000 for
each Borrowing Tranche to which the LIBOR Rate Option applies and not less than
$500,000 and in increments of $100,000 if in excess of $500,000 for each Borrowing
Tranche to which the Base Rate Option applies]93.
    
    [Complete blank below if the Borrowers are selecting the LIBOR Rate Option]:
 
 8
    
    Each Permitted Short Term Loan shall be a Revolving
Credit Loan to which the Base Rate Option applies.9
    
    No Permitted Short Term Loan shall be in excess of
$25,000,000.00.  2




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Such Loan shall have an Interest Period of [one, two, three, or six] Months.
 B.
    
    As of the date hereof and the date of making of the above-requested Loan (and after giving
effect thereto): (i) the Borrowers have performed and complied with all covenants and
conditions of the Agreement; (ii) all of Borrowers representations and warranties therein are
true and correct (except to the extent such representations and warranties: (1) relate to an
earlier date, in which case such they are true and correct in all material respects as of such
earlier date, or (2) are modified by materiality or Material Adverse Change or words of
similar import, in which case they are true and correct in all respects); (iii) no Event of
Default or Potential Default has occurred and is continuing or shall exist; (iv) the making of
such Loan shall not contravene any Law applicable to any Loan Party or Subsidiary of any Loan
Party or any of the Lenders; and (v) the Revolving Facility Usage does not exceed (x) with
respect to any such Loan other than a Permitted Short Term Loan, the lesser of (a) the
Revolving Credit Commitments, and (b) the [Simplified Borrowing Base]10[Borrowing
Base]11, or (y) with respect to any such Loan that is a Permitted Short Term Loan,
the Revolving Credit Commitments.
 [SIGNATURE PAGE FOLLOWS]
 
 10
    
    Applicable until the occurrence of a Borrowing Base
Trigger Event11
    
    Applicable from and after the occurrence of a
Borrowing Base Trigger Event  3




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[SIGNATURE PAGE 1 OF 1 TO LOAN REQUEST]
  DSW INC.By:Name:Title: DSW SHOE WAREHOUSE, INC.By:Name:Title:




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EXHIBIT 2.5.2
 FORM OF
SWING LOAN REQUEST
  TO:
    
    PNC Bank, National Association (the Swing Loan Lender)
P7-PFSC-05-W
500 First Avenue
Pittsburgh, Pennsylvania 15219
Attention: Trina Barkley
Telephone: (412) 768-0423
Telecopy: (412) 705-2006FROM:
    
    The Borrowers (as defined below)RE:
    
    Credit Agreement dated as of June 30, 2010 (as amended, restated,
supplemented or otherwise modified from time to time, the
Agreement) by, among others, DSW Inc., DSW Shoe Warehouse, Inc.
(together with each of the other Persons which become Borrowers
under the Agreement from time to time each, a Borrower, and
collectively, the Borrowers), the Guarantors party thereto, the
Lenders party thereto and PNC Bank, National Association, as
administrative agent for the Lenders (the Administrative
Agent)
   1. Aggregate Principal Amount of Swing Loans:[amount shall be not less than $100,000 and
in integral multiples of $100,000]
    
    US$2. Proposed Borrowing Date: [this Swing Loan
Request must be received by the Swing Loan
Lender by 1:00 p.m., Cleveland, Ohio time,
on the proposed Borrowing Date]




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12 13
 [SIGNATURE PAGE FOLLOWS]
 
 12
    
    Applicable until the occurrence of a Borrowing Base
Trigger Event13
    
    Applicable from and after the occurrence of a
Borrowing Base Trigger Event  - 2 -




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[SIGNATURE PAGE 1 OF 1 TO SWING LOAN REQUEST]
  DSW INC.By:Name:Title:DSW SHOE WAREHOUSE, INC.By:Name:Title:  - 3 -




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EXHIBIT 2.10
 LENDER JOINDER AND ASSUMPTION AGREEMENT
 Joinder Effective
Date Additional Lender
 Background
 Credit Agreement Borrower Borrowers Administrative
Agent
 Agreement




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Schedule I
     - 2 -




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[SIGNATURE PAGE FOLLOWS]
  - 3 -




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[SIGNATURE PAGE TO LENDER JOINDER AND ASSUMPTION AGREEMENT]
  [ADDITIONAL LENDER]By:Name:Title:Address for Notices:




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[ACKNOWLEDGEMENT TO LENDER JOINDER AND ASSUMPTION AGREEMENT]
  
 By:Name:
  - 2 -




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EXHIBIT 7.3.3

COMPLIANCE CERTIFICATE
  
  Credit Agreement Borrowers Administrative
Agent
 14 Report Date
 Maximum
Capital Expenditures
 Minimum
Fixed Charge Coverage Ratio 15
  
 14
    
    Applicable from and after the occurrence of a Trigger
Event Election.15
    
    Applicable from and after the occurrence of a Trigger
Event Election.




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(a) net income
    
    $PLUS(b) depreciation
    
    $PLUS(c) amortization
    
    $PLUS(d) other non-cash charges to
net income, interest expense and
income tax expense
    
    $(e) the sum of items
(2)(A)(i)(a) through
(2)(A)(i)(d) above equals:
    
    $MINUS
    
    $(f) non-cash credits to net
income
    
    $(g) Consolidated EBITDA (Line
(2)(A)(i)(e) minus Line
(2)(A)(i)(f)):
    
    $MINUSCapital Expenditures made during
such twelve (12) fiscal month
period, determined and
consolidated in accordance with
GAAP
    
    $MINUSincome taxes paid in cash during
such twelve (12) fiscal month
period, determined and
consolidated in accordance with
GAAP
    
    $MINUSdividends and other
distributions on account of, and
repurchases of, DSWs capital
stock during such twelve (12)
fiscal month period, determined
and consolidated in accordance
with GAAP
    
    $The difference of items
(2)(A)(i)(g) minus (2)(A)(ii)
minus (2)(A)(iii) is:
    
    $
  - 2 -




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Interest Expense
    
    $PLUSscheduled payments of principal
on Indebtedness (including
Capital Leases but excluding the
Revolving Credit Loans)
    
    $the sum of items (2)(B)(i)
through (2)(B)(ii) above equals:
    
    $
     - 3 -




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Financial Statements.
 Use following paragraph (A) for fiscal quarter-end financial statements
 Appendix I Quarterly Financial Statements
 Use following paragraph (B) for fiscal month-end financial statements 16
 Appendix I Monthly Financial Statements
 Use following paragraph (C) for fiscal year-end financial statements
 
 16
    
    Applicable from and after the occurrence of a Trigger
Event Election.  - 4 -




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Appendix I Annual Financial Statements
   - 5 -




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[SIGNATURE PAGE 1 OF 1 TO
COMPLIANCE CERTIFICATE]
  By:Name:Title:
    
    [Chief Executive Officer/President/
Chief  Financial Officer/Treasurer]




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APPENDIX I
  Title:BORROWERS:DSW INC.By:Name:Title:DSW SHOE WAREHOUSE, INC.By:Name:Title:




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SCHEDULE 1
 Commitments of Additional Lender After Giving Effect to
the Lender Joinder and Assumption Agreement
 Amount of Commitmentfor Revolving CreditLender
    
    Loans




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Exhibit 7.3.4.1
Simplified Borrowing Base Certificate
DSW Inc. and DSW Shoe Warehouse, Inc. (The Borrowers)
 Revolving Line of Credit
Availability: Simplified Borrowing Base Calculation
    
    As of Enter Date
 ($ in 000s)
    
    Amount ($)
    
    Advance Rate
    
    
    Availability ($)Book Value of Inventory
    
    
    
    
    50
    %
    
    
    
    (A)Book Value of Accounts Receivable, net
    
    
    
    
    60
    %
    
    $
    
    (B)Total Simplified Borrowing Base
    
    
    
    
    
    
    
    $
    
    (C)AVAILABILITY CALCULATIONBeginning Principal Balance
    
    
    
    
    
    
    
    $
    
    (u)ADD:
    
    Prior days advance
    
    
    
    
    
    $
    ADD:
    
    Fees charged today
    
    
    
    
    
    $
    ADD:
    
    LCS CHARGED
    
    
    
    
    
    $
    LESS:
    
    Prior days paydown
    
    
    
    
    
    $
    Ending principal balance
    
    
    
    
    
    
    
    $
    ADD:
    
    Est. accrued interest month to date
    
    
    
    
    
    $
    ADD:
    
    Hedge/Swap
    
    
    
    
    
    $
    ADD:
    
    Standby Letters of Credit
    
    
    
    
    
    $
    
    (x)ADD:
    
    Documentary Letters of Credit
    
    
    
    
    
    $
    
    (o)Total loan balance prior to request
    
    
    
    
    
    
    
    $
    
    (D)Net availability prior to todays request (C-E)
    
    
    
    
    
    
    
    $
    
    (E)ADVANCE REQUEST
    
    
    
    
    
    $
    
    (F)Net availability after todays request (E-F)
    
    
    
    
    
    
    
    $
    
    (G)
  AUTHORIZED OFFICER
    
    By:Name:Title:
  - 2 -




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Exhibit 7.3.4.2  Borrowing Base Certificate  DSW Inc. and DSW Shoe Warehouse, Inc. (The Borrowers)
 REVOLVING LINE OF CREDIT AVAILABILITY CALCULATION AT COST
 FAX TO:
 _____
    
    Cert. No. 230
  Total Company
    
    
    Minimum DrawGross availability (sum of all divisions borrowing bases) =
    
    
    
    (I)
    
    $
    AVAILABILITY CALCULATION 05/29/10 WBeginning Principal Balance
    
    $
    ADD: Prior days advance
    
    $
    ADD: Fees charged today
    
    $
    ADD: LCS CHARGED
    
    $
    LESS: Prior days paydown
    
    $
    Ending principal balance
    
    $
    ADD: Actual interest
    
    $
    ADD: Swap/Hedge
    
    $
    ADD: Standby Letters of CreditADD: Documentary Letters of CreditTotal loan balance prior to request
    
    $
    
    (J)Net availability prior to todays request (I-J)
    
    
    
    (K)ADVANCE REQUEST
    
    $
    
    (L)Net availability after todays request (K-L)
    
    $
    
    (M)
  AUTHORIZED OFFICER
    
    By:Name:Title:
  - 3 -