10.15
Obligations Upon Receipt of Indefeasible Payment In Full
51
10.16
Anti-Money Laundering/International Trade Law Compliance
52
v
SCHEDULES
SCHEDULE 1.1(A)
-
PRICING GRID
SCHEDULE 1.1(B)
-
EXISTING LETTERS OF CREDIT
SCHEDULE 1.1(C)
-
PERMITTED LIENS
SCHEDULE 5.1.1
-
QUALIFICATIONS TO DO BUSINESS
SCHEDULE 5.1.2
-
SUBSIDIARIES
SCHEDULE 5.1.4
-
ENVIRONMENTAL MATTERS
SCHEDULE 5.1.16
-
LABOR MATTERS
SCHEDULE 5.1.17
-
CREDIT CARD ARRANGEMENTS
SCHEDULE 6.1.1
-
OPINION OF COUNSEL
SCHEDULE 7.1.3
-
INSURANCE REQUIREMENTS RELATED TO COLLATERAL
SCHEDULE 7.2.1
-
EXISTING INDEBTEDNESS
SCHEDULE 7.2.8
-
AFFILIATE TRANSACTIONS
SCHEDULE 10.5.1
-
NOTICE ADDRESSES
vi
EXHIBITS
EXHIBIT 1.1(D)(1)
-
BORROWER JOINDER
EXHIBIT 1.1(D)(2)
-
GUARANTOR JOINDER
EXHIBIT 1.1(E)
-
GUARANTY AGREEMENT
EXHIBIT 1.1(F)
-
REVOLVING CREDIT NOTE
EXHIBIT 1.1(G)
-
SECURITY AGREEMENT
EXHIBIT 2.2
-
LOAN REQUEST
EXHIBIT 7.3.3
-
COMPLIANCE CERTIFICATE2
vii
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the
"Agreement") is dated as of August 2, 2013 and is made by and among DSW INC., an
Ohio corporation ("DSW"), (the "Borrower"), each, of the GUARANTORS (as
hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, as the lender under
this Agreement (hereinafter referred to in such capacity as the "Lender"). This
Agreement amends and restates in its entirety the hereinafter defined Existing
Loan Agreement
The Borrower has requested the Lender to provide a revolving credit facility to
the Borrowers in an aggregate original principal amount not to exceed
$50,000,000, which may be increased in accordance with the terms of Section 2.7
[Increase in Revolving Credit Commitment] hereof. In consideration of their
mutual covenants and agreements hereinafter set forth and intending to be
legally bound hereby, the parties hereto covenant and agree as follows:
1.
CERTAIN DEFINITIONS
1.1
Certain Definitions. In addition to words and terms defined elsewhere in
this Agreement, the following words and terms shall have the following meanings,
respectively, unless the context hereof clearly requires otherwise:
Account shall mean "accounts" as defined in the UCC, and also shall mean any
account, contract right, general intangible, chattel paper, instrument or
document representing any right to payment for goods sold or services rendered,
whether or not earned by performance and whether or not evidenced by a contract,
instrument or document, which is now owned or hereafter acquired by a Loan
Party. All Accounts shall be subject to the Lender's Prior Security Interest.
Account Debtor shall mean any Person who is or who may become obligated to a
Loan Party under, with respect to, or on account of, an Account.
Acquisition shall mean, with respect to any Person (a) an investment in, or a
purchase of a controlling interest in, the equity interests of any other Person,
(b) a purchase or other acquisition of all or substantially all of the assets or
properties of, another Person or of any business unit of another Person, (c) any
merger, consolidation or amalgamation of such Person with any other Person or
other transaction or series of transactions resulting in the acquisition of all
or substantially all