EX-10.2



 





EXHIBIT 10.2




SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY

AGREEMENT




     This Second Amendment to Amended and Restated Loan and Security Agreement (the “Second
Amendment”) is made as of this 3rd day of October, 2007 by and among




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




     and




     The Revolving Credit Lenders;




     and




     Value City Department Stores LLC (in such capacity, the “Lead Borrower”), an Ohio
limited liability company with its principal executive offices at 3241 Westerville Road,
Columbus, Ohio 43224-3751, as agent for the following (individually, a “Borrower” and
collectively, the “Borrowers”):




Said Value City Department Stores LLC (“VCDS LLC”); 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 43224-3751; 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



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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,




WITNESSETH:





	 	A.	 	Reference is hereby made to that certain Amended and Restated Loan and
Security Agreement dated as of July 5, 2005 (the “Loan Agreement”) among (i) the Lead
Borrower, (ii) the other Borrowers, (iii) the Revolving Credit Lenders, (iv) the
Administrative Agent, and (v) the Collateral Agent.
	 
	 	B.	 	VCDS LLC and GBR intend to sell, assign and transfer certain of their
leasehold interests, more particularly described on Exhibit 1.7A hereto
(collectively, the “Leaseholds”) in accordance with the terms and conditions of that
certain Agreement to Acquire Leases and Lease Properties dated as of October 3, 2007
by and between, among others, VCDS LLC, GBR and Burlington Coat Factory Warehouse
Corporation.
	 
	 	C.	 	The sale of the Leaseholds by VCDS LLC and GBR without the consent of the
Majority Lenders would constitute an Event of Default under the Loan Agreement.
	 
	 	D.	 	The Parent and the Borrowers have requested that the Revolving Credit Lenders
consent to the sale of the Leaseholds by VCDS LLC and GBR, waive any Events of Default
arising therefrom, and modify and amend certain provisions of the Loan Agreement.
	 
	 	E.	 	The Revolving Credit Lenders have agreed to so consent, waive and 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.	 	Amendments to Loan Agreement.






	 	a.	 	Amendments to Article 1 of Loan Agreement. The provisions of Article
1 of the Loan Agreement are hereby amended as follows :






	 	(a)	 	The definition of “Permitted Disposition” is hereby amended
by deleting the period at the end of clause (h)(D) and adding the following
new clause:




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	 	 	 	and; (i) the sale, assignment or other disposition of the Designated
Leaseholds for cash consideration and any “going out of business” sales of
Inventory with respect to such Designated Leaseholds, in accordance with
the terms of. the Burlington Agreement.






	 	(b)	 	The definition of “Permitted Indebtedness” is hereby amended
by deleting the word “and” at the end of clause (n), relettering clause (o) as
clause (p) and inserting the following new clause (o):
	 
	 	 	 	(o) Indebtedness consisting of the RVI Indemnity as defined in the
Burlington Agreement; and
	 
	 	(c)	 	The following definitions are hereby added to Article I of
the Loan Agreement in appropriate alphabetical order:
	 
	 	 	 	“Burlington Agreement”: that certain Agreement to Acquire Leases and Lease
Properties dated as of October 3, 2007 by and between, among others, VCDS
LLC, GBR and Burlington Coat Factory Warehouse Corporation.
	 
	 	 	 	“Designated Leaseholds”: Those certain Leases and Leasehold Interests of
VCDS LLC and GBR described on Exhibit 1.7A hereto..
	 
	 	 	 	“Second Amendment Effective Date”: October 3, 2007.






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






	 	a.	 	The provisions of Section 5.4(c)(ii) of the Loan Agreement are hereby amended
by adding the words “as a result of the sale, assignment, or disposition of the
Designated Leases and any “going out of business” sales of Inventory with respect to
such Designated Leaseholds, all pursuant to the Burlington Agreement,” at the
beginning thereof after the words “Other than” and before the words “leased
departments.”
	 
	 	b.	 	The provisions of Section 5.19(b) of the Loan Agreement are hereby amended by
adding the following at the end of the first sentence thereof:






The Administrative Agent and the Revolving Credit Lenders agree that,
notwithstanding the foregoing, the sale of the Designated Leaseholds and
any “going out of business” sales of Inventory with respect to such
Designated Leaseholds shall not be deemed to constitute the failure of
the Loan Parties to operate substantially in accordance with the Business
Plan for the 2007 Fiscal Year.



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	4.	 	Amendments to Exhibits to Loan Agreement.






	 	a.	 	All existing Exhibits to the Loan Agreement are hereby amended and restated
in their entirety in the forms of such Exhibits attached hereto and incorporated by
reference herein.
	 
	 	b.	 	The Loan Agreement is hereby amended by adding Exhibit 1.7A in the form
annexed hereto.






	5.	 	Release of Encumbrances. Upon the effectiveness of this Second Amendment and the
sale or disposition of the Designated Leases, as long as no Event of Default then exists and
is continuing, the Collateral Agent shall release any Encumbrances which the Collateral Agent
holds on the Designated Leases (but not the proceeds from the disposition thereof) to secure
the Liabilities. Such release shall, in all events, be subject to the provisions of Sections
8.4 and 8.5 of the Loan Agreement. The release of the Designated Leases shall in no way
limit, modify, affect, or impair the rights of the Collateral Agent to continue to hold the
balance of the Collateral to secure the Liabilities, including, without limitation, the rights
of the Borrowers under the Burlington Agreement (including, without limitation, with respect
to the letter of credit issued on behalf of Burlington Coat Factory Warehouse Corporation in
favor of VCDS LLC thereunder).






	6.	 	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.






	7.	 	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
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 Borrowers necessary for the valid execution,
delivery and performance by the Borrowers of this Second 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.	 	The Lead Borrower and each other Loan Party shall each have delivered the
following to the Administrative Agent, in form and substance satisfactory to the
Administrative Agent:






	 	(a)	 	Certificate of each Loan Party’s Secretary of the due
adoption, continued effectiveness, and setting forth the text of each
corporate




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	 	 	 	resolution adopted in connection with the loan arrangement, as modified by
the Second Amendment, and attesting to the true signatures of each Person
authorized as a signatory to any of the Loan Documents.






	 	(b)	 	Opinion of counsel to the Loan Parties.






	 	d.	 	All costs and expenses incurred by the Agents in connection with the
preparation and negotiation of this Second Amendment and related documents (including
the fees and expenses of counsel to the Agents), shall have been paid in full.
	 
	 	e.	 	After giving effect to this Second Amendment, no Default or Event of Default
shall be then occurring.
	 
	 	f.	 	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.






	8.	 	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 Loan Parties shall pay on demand all costs and expenses of the Agents,
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.








	 	 	 	 	 
	BORROWERS: 	VALUE CITY DEPARTMENT STORES LLC

 	 
	 	By:  	/s/ James A. McGrady
 	 
	 	 	Name:  	James A. McGrady 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	GRAMEX RETAIL STORES, INC.

 	 
	 	By:  	/s/ James A. McGrady
 	 
	 	 	Name:  	James A. McGrady 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	FILENE’S BASEMENT, INC.

 	 
	 	By:  	/s/ James A. McGrady
 	 
	 	 	Name:  	James A. McGrady 	 
	 	 	Title:  	Chief Financial Officer 	 



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	 	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 	 
	 



	 	 	 	 	 
	 	NATIONAL CITY BUSINESS CREDIT,
INC.

(Administrative Agent, Collateral agent and
revolving credit lender)

 	 
	 	By:  	/s/ Daniel O'Rourke 	 
	 	 	Name:  	Daniel O'Rourke 	 
	 	 	Title:  	Director 	 



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	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Thomas Araujo 	 
	 	 	Name:  	Thomas Araujo 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	WELLS FARGO RETAIL FINANCE II, LLC

 	 
	 	By:  	/s/ Adam Davis 	 
	 	 	Name:  	Adam Davis 	 
	 	 	Title:  	Assistant Vice President 	 



	 	 	 	 	 
	 	THE CIT GROUP/BUSINESS CREDIT, INC.

 	 
	 	By:  	/s/ Mark J. Long 	 
	 	 	Name:  	Mark J. Long 	 
	 	 	Title:  	Vice President 	 



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	 	GENERAL ELECTRIC CAPITAL CORPORATION

 	 
	 	By:  	/s/ Rebecca A. Ford 	 
	 	 	Name:  	Rebecca A. Ford 	 
	 	 	Title:  	Duly Authorized Signatory 	 



	 	 	 	 	 
	 	HSBC BUSINESS CREDIT (USA), INC.

 	 
	 	By:  	/s/ Jimmy Schwartz 	 
	 	 	Name:  	Jimmy Schwartz 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL)

 	 
	 	By:  	/s/ Vicki Geist 	 
	 	 	Name:  	Vicki Geist 	 
	 	 	Title:  	Director 	 



	 	 	 	 	 
	 	LASALLE BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Eileen Roethier 	 
	 	 	Name:  	Eileen Roethier 	 
	 	 	Title:  	First Vice President 	 




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