Exhibit 10.2





Exhibit 10.2




REVOLVING NOTE




	 	 	 	 	 
	$30,000,000.00
	 	Columbus, Ohio
	 
	 	February 8, 2011






FOR VALUE RECEIVED, the undersigned, Retail Ventures, Inc., an Ohio corporation (herein called
the “Borrower”), hereby promises to pay to the order of SEI, Inc. (the “Lender”) the lesser of (i)
the principal sum of Thirty Million Dollars ($30,000,000.00), or (ii) the aggregate unpaid
principal balance of all Loans made by the Lender to the Borrower pursuant to Section 1.2 of the
Loan Agreement, dated as of even date herewith, between the Borrower and the Lender (as amended,
restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”), payable on
the Maturity Date.



The Borrower shall pay interest on the unpaid principal balance hereof from time to time
outstanding from the date hereof at the rate or rates per annum specified in Section 1.2(b) of or
as otherwise provided in the Loan Agreement.



Upon the occurrence and during the continuation of a Default, the Borrower shall pay interest
on the entire principal amount of the then outstanding Loans evidenced by this Revolving Note at a
rate per annum as set forth in Section 1.2(b) of the Loan Agreement.



Subject to the provisions of the Loan Agreement, interest on this Revolving Note will be
payable on the dates set forth in Section 1.3(a) of the Loan Agreement and on the Maturity Date, or
upon the earlier acceleration of the Loans.



Subject to the provisions of the Loan Agreement, if any payment or action to be made or taken
hereunder shall be stated to be or become due on a day which is not a business day, such payment or
action shall be made or taken on the next following business day; and such extension of time shall
be included in computing interest or fees, if any, in connection with such payment or action.



Subject to the provisions of the Loan Agreement, payments of both principal and interest shall
be made without setoff, counterclaim or other deduction of any nature at the office of the Lender
located at 4300 E. Fifth Avenue, Columbus, OH 43219, in lawful money of the United States of
America in immediately available funds.



This Note is the Note referred to in, and is entitled to the benefits of, the Loan Agreement
and other Related Documents, including the representations, warranties, covenants and conditions
contained therein. The Loan Agreement, among other things, contains provisions for acceleration of
the maturity hereof upon the happening of certain stated events and also for prepayment, in certain
circumstances, on account of principal hereof prior to maturity upon the terms and conditions
therein specified.



All capitalized terms used herein shall, unless otherwise defined herein, have the same
meanings given to such terms in the Loan Agreement.


 


 









 





Except as otherwise provided in the Loan Agreement, the Borrower waives presentment, demand,
notice, protest and all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note and the Loan Agreement.



This Note shall bind the Borrower and its successors and assigns, and the benefits hereof
shall inure to the benefit of the Lender and its successors and assigns; provided,
however, that the Borrower may not assign this Note or its obligations hereunder except as
permitted by the Loan Agreement. All references herein to the “Borrower” and the “Lender” shall be
deemed to apply to the Borrower and the Lender, respectively, and their respective successors and
assigns.



This Note and any other documents delivered in connection herewith and the rights and
obligations of the parties hereto and thereto shall for all purposes be governed by and construed
and enforced in accordance with the Laws of the State of Ohio (without giving effect to its laws of
conflicts).



All communications and notices hereunder and any waiver, amendment or modification hereof
shall be in writing and given as provided in the Loan Agreement.



[SIGNATURE PAGE FOLLOWS]



 


 









 





[SIGNATURE PAGE 1 OF 1 TO REVOLVING NOTE]




IN WITNESS WHEREOF, the undersigned has executed this Note by its duly authorized officer with
the intention that it constitute a sealed instrument.



	 	 	 	 	 	 	 	 	 
	 	 	RETAIL VENTURES, INC., an Ohio corporation
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ James A. McGrady	 	(SEAL)
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	James A. McGrady	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer,

Chief Financial Officer,

President and Treasurer