Exhibit 10.75.1





Exhibit 10.75.1




First
amendment to loan and security agreement




This First Amendment to Loan and Security Agreement (the “First Amendment”) is made as of
January 6, 2010 by and among




PNC BANK (as successor to National City Bank (as successor to National City Business
Credit, Inc.)), a national banking institution 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 (as defined
in the Loan Agreement referred to below);




PNC BANK (as successor to National City Bank (as successor to National City Business
Credit, Inc.)), as collateral agent (in such capacity herein, the “Collateral Agent”), for
the ratable benefit of the Revolving Credit Lenders;




The REVOLVING CREDIT LENDERS;




DSW Inc., an Ohio corporation with its principal executive offices at 4150 East Fifth
Avenue, Columbus, Ohio 43219, as agent (in such capacity herein, the “Lead Borrower”) for
the following (individually, a “Borrower” and collectively, the “Borrowers”):




Said DSW Inc. (“DSW”); and




DSW Shoe Warehouse, Inc. (“DSW Shoe”), a Missouri corporation with its principal
executive offices at 4150 East Fifth Avenue, Columbus, Ohio 43219; and




The BORROWERS;



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 July 5, 2005 (as amended, modified, supplemented or restated and in effect from
time to time, the “Loan Agreement”) among (i) the Borrowers, (ii) the Revolving Credit
Lenders, (iii) the Administrative Agent, and (iv) the Collateral Agent.







	 	B.	 	The Borrowers have requested that the Revolving Credit Lenders modify and
amend certain provisions of the Loan Agreement in order to permit DSW to redeem and
repurchase certain of its capital stock from the Parent.







	 	C.	 	The Revolving Credit Lenders have agreed to modify and amend certain
provisions of the Loan Agreement in order to, among other things, permit such
redemption and repurchase 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 Article 1 of Loan Agreement. The provisions of Article 1 of the Loan
Agreement are hereby amended as follows:







	 	a.	 	By deleting the definitions of “NCB” and “NCBC” in their entirety and
substituting the following new definitions in their stead:







““NCB”: PNC Bank, a national banking association (as successor to National
City Bank), and its successors and assigns.”




““NCBC”: PNC Bank, a national banking association (as successor to National
City Bank (as successor to National City Business Credit, Inc.)), and its
successors and assigns.”




	 	b.	 	By adding the following new definition in the proper alphabetical order:







““First Amendment Effective Date”: January 6, 2010.”




	3.	 	Amendments to Article 5 of Loan Agreement. The provisions of Article 5 of the Loan
Agreement are hereby amended as follows:







	 	a.	 	The provisions of Section 5.16 of the Loan Agreement are hereby amended as
follows:







	 	i.	 	By deleting clause (b) thereof in its entirety and
substituting in its stead the following new clause (b):







“(b) (i) (A) On one occasion between the First Amendment Effective
Date and January 31, 2010, and (B) on one occasion between February 1,
2010 and April 30, 2010, DSW may make cash payments for the purpose of
purchasing from the Parent a portion of DSW’s capital stock if (w) no
Default or Event of Default shall have occurred and be continuing at the
time of declaration or payment thereof, (x) the aggregate amount so
expended does not exceed $10,000,000 on each such occasion, (y)
immediately after giving effect to the making of such payment, (1) the
Loan Parties’ cash, cash equivalents and short-term investments shall be
equal to or greater than $200,000,000, and (2) there shall be no Revolving
Credit Loans then outstanding, and (z) the Loan Parties shall have
provided to the Administrative Agent evidence, in form and substance
satisfactory to the Administrative Agent, of satisfaction of the
conditions contained in clause (y) above on a basis satisfactory to the
Administrative Agent, provided that any payments not made during
the period described in clause (i)(A) above shall be deemed waived and
shall not be permitted to be made during the period described in clause
(i)(B) above or on any other occasion; and




(ii) in addition to amounts to be paid under clause (i) hereof, own,
redeem, retire, purchase, or acquire any of any Loan Party’s capital
stock; provided that the Loan Parties may make cash payments for any such
purposes if:




(A) no Default or Event of Default shall have occurred and be
continuing at the time of declaration or payment thereof; and




(B) after giving effect to the making of any such cash
payment, the aggregate amount so expended for such purposes
subsequent to the Effective Date does not exceed $1,500,000; and




(C) after giving effect to the making of any such cash
payment, the aggregate amount so expended for such purposes in any
fiscal year of the Borrowers does not exceed $500,000.”


 


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	 	ii.	 	By adding the following new language at the beginning of
clause (c) thereof:







“Except as permitted pursuant to clause (b) hereof,”




	 	b.	 	The provisions of Section 5.20(a) of the Loan Agreement are hereby amended by
deleting the word “or” at the end of clause (iii) thereof, re-numbering clause (iv)
thereof as clause (v), and inserting the following new clause (iv) in its stead:







“(iv) transactions permitted pursuant to Section 5.16(b)(i) hereof, or”




	4.	 	Amendments to Article 18.1 of Loan Agreement. The provisions of Section 18.1 of the
Loan Agreement are hereby amended by deleting the notice address provided for the
Administrative Agent and substituting the following new notice address in its stead:







“If to the Administrative Agent:



	 	 	 	 	 
	 	 	PNC Bank
	 	 	1965 E. Sixth Street
	 	 	Cleveland, Ohio 44114
	 

	 	Attention
	 	: Anthony Alexander
	 

	 	Fax
	 	: (216) 222-8155







With a copy to:



	 	 	 	 	 
	 	 	Riemer & Braunstein LLP
	 	 	Three Center Plaza
	 	 	Boston, Massachusetts 02108
	 

	 	Attention
	 	: David S. Berman, Esquire
	 

	 	Fax
	 	: (617) 880-3456”







	5.	 	Representations and Warranties. The Borrowers hereby restate and reaffirm all
representations, warranties, and covenants set forth in the Loan Agreement and the other Loan
Documents as of the date hereof.







	6.	 	Conditions Precedent to Effectiveness. This First Amendment shall not be effective
until each of the following conditions precedent has been fulfilled to the satisfaction of the
Administrative Agent:







	 	a.	 	This First Amendment shall have been duly executed and delivered by the
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 Borrowers necessary for the valid execution,
delivery and performance by the Borrowers of this First Amendment and all other
documentation, instruments, and agreements to be executed 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.	 	No Default or Event of Default shall be then occurring.







	 	d.	 	The Loan Parties shall have executed and delivered to the Administrative
Agent such other documents, instruments, and agreements as may be required by the
Administrative Agent.





 


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	7.	 	Miscellaneous.







	 	a.	 	This First 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 with the Loan Agreement, shall constitute
one instrument. This First Amendment shall constitute a Loan Document for all
purposes.







	 	b.	 	This First 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.	 	Each of the Borrowers 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.







	 	d.	 	Any determination that any provision of this First 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 First Amendment.







	 	e.	 	The Loan Parties shall pay on demand all reasonable costs and expenses of the
Administrative Agent, including, without limitation, reasonable attorneys’ fees in
connection with the preparation, negotiation, execution and delivery of this First
Amendment.







	 	f.	 	This First 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 First Amendment as of the day and year
first above written.



	 	 	 	 	 
	 	DSW INC., as Lead Borrower and as a Borrower

 	 
	 	By:  	/s/ Kurt Gatterdam
 	 
	 	 	Name:  	Kurt Gatterdam 	 
	 	 	Title:  	VP, Treasurer 	 
	 
	 	DSW SHOE WAREHOUSE, INC., as a Borrower

 	 
	 	By:  	/s/ Kurt Gatterdam
 	 
	 	 	Name:  	Kurt Gatterdam 	 
	 	 	Title:  	VP, Treasurer 	 



Signature Page to First Amendment to Loan and Security Agreement




 


 









 









	 	 	 	 	 
	 

	PNC BANK (as successor to National City Bank (as
successor to National City Business Credit,
Inc.)), as Administrative Agent, Collateral
Agent, SwingLine Lender and Revolving Credit
Lender


	 
	 	By:  	                       /s/ Anthony Alexander
 	 
	 	 	Name:  	Anthony Alexander 	 
	 	 	Title:  	Vice President 	 



Signature Page to First Amendment to Loan and Security Agreement




 


 









 







	 	 	 
	 

	 	 BANK OF AMERICA, N.A., as a Revolving Credit
Lender






	 	 	 	 	 
	 	By:  	                        /s/ Kathleen Dimock
 	 
	 	 	Name:  	Kathleen Dimock 	 
	 	 	Title:  	Managing Director 	 



Signature Page to First Amendment to Loan and Security Agreement




 


 









 







	 	 	 
	 

	 	 GENERAL ELECTRIC CAPITAL CORPORATION, as a

 Revolving Credit Lender






	 	 	 	 	 
	 	By:  	                     /s/ Peter F. Crispino
 	 
	 	 	Name:  	Peter F. Crispino 	 
	 	 	Title:  	Duly Authorized Signatory 	 



Signature Page to First Amendment to Loan and Security Agreement




 


 









 







	 	 	 
	 

	 	 WELLS FARGO RETAIL FINANCE, LLC, as a Revolving

 Credit Lender






	 	 	 	 	 
	 	By:  	                         /s/ Adam B. Davis
 	 
	 	 	Name:  	Adam B. Davis 	 
	 	 	Title:  	Vice President 	 



Signature Page to First Amendment to Loan and Security Agreement




 


 









 







	 	 	 
	 

	 	 HSBC BUSINESS CREDIT (USA) INC., as a Revolving
 Credit  Lender






	 	 	 	 	 
	 	By:  	                       /s/ Thomas Getty, Jr.
 	 
	 	 	Name:  	Thomas Getty, Jr. 	 
	 	 	Title:  	Vice President 	 



Signature Page to First Amendment to Loan and Security Agreement