exv10w1






Exhibit 10.1




SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT




     This Second Amendment to Second Amended and Restated Loan and Security Agreement (the “Second
Amendment”) is made as of February 11, 2009 by and among




     National City Business Credit, Inc., an Ohio corporation with offices at 2300 Crown
Colony Drive, Suite 202, Quincy, Massachusetts 02169, 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 Agreement 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 herein);




     National City Business Credit, Inc., as Collateral Agent (in such capacity, herein the
“Collateral Agent”), for the ratable benefit of the Revolving Credit Lenders;




     Wells Fargo Retail Finance, LLC and Wachovia Capital Finance Corporation (Central), as
Co-Documentation Agents;




     and




     The Revolving Credit Lenders;




     and




Filene’s Basement, Inc. (the “Borrower”), a Delaware corporation with its principal
executive offices at 3241 Westerville Road, Columbus, Ohio 43224-3751;



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 Second Amended and Restated Loan and
Security Agreement dated as of January 23, 2008, as amended by that certain First
Amendment to Second Amended and Restated Loan and Security Agreement dated as of
September 18, 2008 (the “Loan Agreement”) among (i) the Borrower, (ii) the Revolving
Credit Lenders, (iii) the Administrative Agent, (iv) the Collateral Agent, and (v) the
Co-Documentation Agents.
	 
	 	B.	 	The Borrower has requested that the Administrative Agent and the Revolving
Credit Lenders agree to permit a last out participation in the Revolving Credit Loans
by the Parent, and in connection therewith have requested that the Administrative
Agent and the Revolving Credit Lenders




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	 	 	 	agree to amend the definition of Availability to account for the amounts to be
funded through the participation of the Parent.
	 
	 	C.	 	The Administrative Agent and the Revolving Credit Lenders have agreed to
modify certain provisions of the Loan Agreement as provided 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.	 	Amendment to Loan Agreement. Section (i)(B) of the definition of “Gross
Availability” set forth in Article 1 of Loan Agreement is hereby amended to read as follows:






	 	(B)	 	The Tranche A-1 Borrowing Base plus the Permitted OverAdvance (or if the
Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base plus the
Permitted OverAdvance)






	3.	 	Amendment to Loan Agreement. Article 1 of Loan Agreement is hereby amended by adding
the following definition in alphabetical order therein:






	 	 	 	“Permitted OverAdvance": Initially $7,500,000.00, reduced by the amount funded as a
Participation by the Parent and disbursed by the Agent (as defined in the
Participation Agreement) in accordance with the terms of a certain Last Out
Participation Agreement dated as of February 11, 2009 entered into between the
Parent and National City Business Credit, Inc., as Administrative Agent and
Collateral Agent (the “Participation Agreement”).






	4.	 	Ratification. Each of the Loan Parties hereby ratifies, confirms, and reaffirms all
representations, warranties, and covenants set forth in the Loan Agreement and the other Loan
Documents as of the date hereof. Except as expressly modified herein, all terms and
conditions of the Loan Agreement and the other Loan Documents remain in full force and effect.
	 
	5.	 	Conditions Precedent to Effectiveness. This Second Amendment shall not be effective
until each of the following conditions precedent has been fulfilled to the satisfaction of the
Administrative Agent:






	 	a.	 	This Second Amendment shall have been duly executed and delivered by the
Majority 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
Majority Lenders.
	 
	 	b.	 	All action on the part of the Loan Parties necessary for the valid execution,
delivery and performance by the Loan Parties of this Second Amendment and all other
documentation, instruments, and agreements to be executed




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	 	 	 	in connection herewith 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 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.






	6.	 	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 affect 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 Loan Parties 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.
	 
	 	e.	 	This Second Amendment and all rights and obligations hereunder, including
matters of construction, validity, and performance, shall be governed by the law of
State of Ohio.




[SIGNATURE PAGES FOLLOW]




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     IN WITNESS WHEREOF, the parties have duly executed this Second Amendment as of the day and
year first above written.



	 	 	 	 	 	 	 
	 	 	FILENE’S BASEMENT, INC., as Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	James McGrady	 	 
	 

	 	Title:
	 	Executive Vice President, Chief	 	 
	 

	 	 	 	Financial Officer, Treasurer and	 	 
	 

	 	 	 	Secretary	 	 





Signature Page to Second Amendment to

Second Amended and Restated Loan and Security Agreement





 









 








	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BUSINESS CREDIT,

INC., as Administrative Agent, Collateral

Agent and Revolving Credit Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 




Signature Page to Second Amendment to 

Second Amended and Restated Loan and Security Agreement




 









 








	 	 	 	 	 	 	 
	 	 	WELLS FARGO RETAIL FINANCE, LLC,

as a Co-Documentation Agent and a

Revolving Credit Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 




Signature Page to Second Amendment to

Second Amended and Restated Loan and Security Agreement





 









 








	 	 	 	 	 	 	 
	 	 	WACHOVIA CAPITAL FINANCE 

CORPORATION (CENTRAL), as a Co-

Documentation Agent and a Revolving

Credit Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 




Signature Page to Second Amendment to

Second Amended and Restated Loan and Security Agreement




 









 








	 	 	 	 	 
	The foregoing is acknowledged and agreed:	 	 
	 
	 	 	 	 
	RETAIL VENTURES, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:

	 	James McGrady	 	 
	Title:

	 	Executive Vice President, Chief	 	 
	 

	 	Financial Officer, Treasurer and	 	 
	 

	 	Secretary	 	 
	 
	 	 	 	 
	RETAIL VENTURES LICENSING, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:

	 	James McGrady	 	 
	Title:

	 	Executive Vice President, Chief	 	 
	 

	 	Financial Officer, Treasurer and	 	 
	 

	 	Secretary	 	 
	 
	 	 	 	 
	RETAIL VENTURES IMPORTS, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:

	 	James McGrady	 	 
	Title:

	 	Executive Vice President, Chief	 	 
	 

	 	Financial Officer, Treasurer and	 	 
	 

	 	Secretary	 	 
	 
	 	 	 	 
	RETAIL VENTURES SERVICES, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:

	 	James McGrady	 	 
	Title:

	 	Executive Vice President, Chief	 	 
	 

	 	Financial Officer, Treasurer and	 	 
	 

	 	Secretary	 	 





Acknowledgement Page to Second Amendment to

Second Amended and Restated Loan and Security Agreement