<PAGE>
                                                                 Exhibit 10.12.5


              AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
                        VALUE CITY DEPARTMENT STORES LLC
                                THE LEAD BORROWER
                                      FOR:

                        VALUE CITY DEPARTMENT STORES LLC
                           GRAMEX RETAIL STORES, INC.
                             FILENE'S BASEMENT, INC.
                          VALUE CITY OF MICHIGAN, INC.
                               GB RETAILERS, INC.
                          RETAIL VENTURES JEWELRY, INC.

                                  THE BORROWERS

                       NATIONAL CITY BUSINESS CREDIT, INC.
               ADMINISTRATIVE AGENT AND COLLATERAL AGENT FOR
               THE REVOLVING CREDIT LENDERS REFERENCED HEREIN

                               NATIONAL CITY BANK
                           AS LETTER OF CREDIT ISSUER

                       THE CIT GROUP/BUSINESS CREDIT, INC.
                              BANK OF AMERICA, N.A.
                            AS CO-SYNDICATION AGENTS

                      GENERAL ELECTRIC CAPITAL CORPORATION
                       WELLS FARGO RETAIL FINANCE II, LLC
                           AS CO-DOCUMENTATION AGENTS

                               NATIONAL CITY BANK
                                AS LEAD ARRANGER
<PAGE>
                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                <C>
ARTICLE 1 - DEFINITIONS:


Article 2 - The Revolving Credit:

  2.1.   Establishment of  Revolving Credit..................................
  2.2.   Advances in Excess of Borrowing Base (OverLoans)....................
  2.3.   Risks of Value of Collateral........................................
  2.4.   Commitment to Make Revolving Credit Loans and Support Letters of
         Credit..............................................................
  2.5.   Revolving Credit Loan Requests......................................
  2.6.   Suspension of Revolving Credit......................................
  2.7.   Making of Revolving Credit Loans....................................
  2.8.   SwingLine Loans.....................................................
  2.9.   The Loan Account....................................................
  2.10.  The Revolving Credit Notes..........................................
  2.11.  Payment of The Loan Account.........................................
  2.12.  Interest on Revolving Credit Loans..................................
  2.13.  Underwriting Fee; Collateral Monitoring Fee.........................
  2.14.  Unused Line Fee.....................................................
  2.15.  Concerning Fees.....................................................
  2.16.  Agent's and Revolving Credit Lenders' Discretion....................
  2.17.  Procedures For Issuance of L/Cs and Banker's Acceptances............
  2.18.  Fees For L/Cs and Banker's Acceptances..............................
  2.19.  Concerning L/C's and Banker's Acceptances...........................
  2.20.  Changed Circumstances...............................................
  2.21.  Designation of Lead Borrower as Borrowers' Agent....................
  2.22.  Revolving Credit Lenders' Commitments...............................
  2.23.  Payments............................................................

Article 3 - Conditions Precedent:

  3.1.   Corporate Due Diligence.............................................
  3.2.   Opinions............................................................
  3.3.   Additional Documents................................................
  3.4.   Officers' Certificates..............................................
  3.5.   Representations and Warranties......................................
  3.6.   Minimum Day One Availability........................................
  3.7.   Senior Non-convertible facility; Intercreditor Agreement............
  3.8.   DSW Initial public offering.........................................
  3.9.   Repayment of Existing Indebtedness..................................
  3.10.  Consents............................................................
  3.11.  Appraisals and Commercial Finance Examinations......................
  3.12.  Financial Information...............................................
  3.13.  Material Agreements.................................................
  3.14.  Litigation..........................................................
  3.15.  Perfection of Encumbrances..........................................
  3.16.  All Fees and Expenses Paid..........................................
  3.17.  Cash Management.....................................................
</TABLE>



                                       i
<PAGE>

<TABLE>
<S>                                                                                <C>
  3.18.  Insurance...........................................................
  3.19.  No Loan Party in Default............................................
  3.20.  No Adverse Change...................................................
  3.21.  Certain Changes.....................................................
  3.22.  Benefit of Conditions Precedent.....................................

Article 4 - General Representations and Warranties:

  4.1.   Due Organization. Authorization. No Conflicts.......................
  4.2.   Trade Names.........................................................
  4.3.   Intellectual Property...............................................
  4.4.   Locations...........................................................
  4.5.   Encumbrances........................................................
  4.6.   Indebtedness........................................................
  4.7.   Insurance...........................................................
  4.8.   Licenses............................................................
  4.9.   Leases..............................................................
  4.10.  Requirements of Law.................................................
  4.11.  Labor Relations.....................................................
  4.12.  Taxes...............................................................
  4.13.  No Margin Stock.....................................................
  4.14.  Investment and Holding Company Status...............................
  4.15.  ERISA...............................................................
  4.16.  Hazardous Materials.................................................
  4.17.  Litigation..........................................................
  4.18.  Adequacy of Disclosure..............................................
  4.19.  Unrestricted Subsidiaries...........................................
  4.20.  No Bankruptcy Filing................................................

Article 5 - GENERAL COVENANTS:

  5.1.   Payment and Performance of Liabilities..............................
  5.2.   Due Organization. Authorization. No Conflicts.......................
  5.3.   Trade Names.........................................................
  5.4.   Locations...........................................................
  5.5.   Encumbrances........................................................
  5.6.   Indebtedness........................................................
  5.7.   Insurance...........................................................
  5.8.   Licenses............................................................
  5.9.   Requirements of Law.................................................
  5.10.  Labor Relations.....................................................
  5.11.  Maintain Properties.................................................
  5.12.  Taxes...............................................................
  5.13.  No Margin Stock.....................................................
  5.14.  ERISA...............................................................
  5.15.  Hazardous Materials.................................................
  5.16.  Dividends. Investments. Corporate Action............................
  5.17.  Loans...............................................................
  5.18.  Protection of Assets................................................
</TABLE>



                                       ii
<PAGE>

<TABLE>
<S>                                                                                <C>
  5.19.  Line of Business; Conduct of Business...............................
  5.20.  Affiliate Transactions..............................................
  5.21.  Additional Subsidiaries.............................................
  5.22.  Further Assurances..................................................
  5.23.  Adequacy of Disclosure..............................................
  5.24.  No Restrictions on Liabilities......................................
  5.25.  Restrictions on Payment of Senior Non-Convertible Facility..........
  5.26.  Unrestricted Subsidiaries...........................................
  5.27.  Parent's Line of Business...........................................

Article 6 - Financial Reporting and Performance Covenants:

  6.1.   Maintain Records....................................................
  6.2.   Access to Records...................................................
  6.3.   Prompt Notice to Administrative Agent...............................
  6.4.   Weekly Reports......................................................
  6.5.   Monthly Reports.....................................................
  6.6.   Quarterly Reports...................................................
  6.7.   Annual Reports......................................................
  6.8.   Officers' Certificates..............................................
  6.9.   Inventories, Appraisals, and Audits.................................
  6.10.  Additional Financial Information....................................
  6.11.  Information Delivered Pursuant to Article 6.........................

Article 7 - USE OF COLLATERAL:

  7.1.   Use of  Inventory Collateral........................................
  7.2.   Inventory Quality...................................................
  7.3.   Adjustments and Allowances..........................................
  7.4.   Validity of Accounts................................................
  7.5.   Notification to Account Debtors.....................................

Article 8 - CASH MANAGEMENT. PAYMENT OF LIABILITIES:

  8.1.   Depository Accounts.................................................
  8.2.   Credit Card Receipts................................................
  8.3.   The Administrative Agent's, Collection, and Operating Accounts .....
  8.4.   Proceeds and Collections ...........................................
  8.5.   Payment of Liabilities..............................................
  8.6.   The Operating Account...............................................

Article 9 - GRANT OF SECURITY INTEREST:

  9.1.   Grant of Security Interest..........................................
  9.2.   Extent and Duration of Security Interest............................

Article 10 - COLLATERAL AGENT AS BORROWERS' ATTORNEY-IN-FACT:

  10.1.  Appointment as Attorney-In-Fact.....................................
  10.2.  No Obligation to Act................................................

Article 11 - Events of Default:

  11.1.  Failure to Pay the Revolving Credit.................................
</TABLE>



                                      iii
<PAGE>
<TABLE>


<S>                                                                                <C>
  11.2.  Failure To Make Other Payments......................................
  11.3.  Failure to Perform Covenant or Liability (No Grace Period)..........
  11.4.  Financial Reporting Requirements....................................
  11.5.  Failure to Perform Covenant or Liability (Grace Period).............
  11.6.  Misrepresentation...................................................
  11.7.  Acceleration of Other Debt. Breach of Lease.........................
  11.8.  Default Under Other Agreements......................................
  11.9.  Uninsured Casualty Loss.............................................
  11.10. Attachment. Judgment. Restraint of Business.........................
  11.11. Business Failure....................................................
  11.12. Bankruptcy..........................................................
  11.13. Termination of Guaranty.............................................
  11.14. Challenge to Loan Documents.........................................
  11.15. Change in Control...................................................

Article 12 - RIGHTS AND REMEDIES UPON DEFAULT:

  12.1.  Acceleration........................................................
  12.2.  Rights of Enforcement...............................................
  12.3.  Sale of Collateral..................................................
  12.4.  Occupation of Business Location.....................................
  12.5.  Grant of Nonexclusive License.......................................
  12.6.  Assembly of Collateral..............................................
  12.7.  Rights and Remedies.................................................

Article 13 - REVOLVING CREDIT FUNDINGS AND DISTRIBUTIONS:

  13.1.  Revolving Credit Funding Procedures.................................
  13.2.  SwingLine Loans.....................................................
  13.3.  Administrative Agent's Covering of Fundings.........................
  13.4.  Ordinary Course Distributions.......................................

Article 14 - ACCELERATION AND LIQUIDATION:

  14.1.  Acceleration Notices................................................
  14.2.  Acceleration........................................................
  14.3.  Initiation of Liquidation...........................................
  14.4.  Actions At and  Following Initiation of Liquidation.................
  14.5.  Collateral Agent's Conduct of Liquidation...........................
  14.6.  Distribution of Liquidation Proceeds................................
  14.7.  Relative Priorities To Proceeds of Liquidation......................

Article 15 - THE AGENT:

  15.1.  Appointment of The Agent............................................
  15.2.  Responsibilities of Agent...........................................
  15.3.  Concerning Distributions By the Agent...............................
  15.4.  Dispute Resolution..................................................
  15.5.  Distributions of Notices and of Documents...........................
  15.6.  Confidential Information............................................
  15.7.  Reliance by Agent...................................................
  15.8.  Non-Reliance on Agent and Other Revolving Credit Lenders............
</TABLE>


                                       iv
<PAGE>
<TABLE>


<S>                                                                                <C>
  15.9.  Indemnification.....................................................
  15.10. Resignation of Agent................................................
  15.11. Lead Arranger.......................................................

Article 16 - ACTION BY AGENT - CONSENTS - AMENDMENTS - WAIVERS:

  16.1.  Administration of Credit Facilities.................................
  16.2.  Actions Requiring or On Direction of Majority Lenders...............
  16.3.  Actions Requiring or On Direction of SuperMajority Lenders..........
  16.4.  Action Requiring Certain Consent....................................
  16.5.  Actions Requiring or Directed By Unanimous Consent..................
  16.6.  Actions Requiring SwingLine Lender Consent..........................
  16.7.  Actions Requiring Agent's Consent...................................
  16.8.  Miscellaneous Actions...............................................
  16.9.  Actions Requiring Lead Borrower's Consent...........................
  16.10. NonConsenting Revolving Credit Lender...............................

Article 17 - ASSIGNMENTS BY REVOLVING CREDIT LENDERS:

  17.1.  Assignments and Assumptions.........................................
  17.2.  Assignment Procedures...............................................
  17.3.  Effect of Assignment................................................

Article 18 - NOTICES:

  18.1.  Notice Addresses....................................................
  18.2.  Notice Given........................................................
  18.3.  Wire Instructions. Notice Given.....................................

Article 19 - TERM:

  19.1.  Termination of Revolving Credit.....................................
  19.2.  Actions On Termination..............................................

Article 20 - GENERAL:

  20.1.  Protection of Collateral............................................
  20.2.  Publicity...........................................................
  20.3.  Confidentiality.....................................................
  20.4.  Successors and Assigns..............................................
  20.5.  Severability........................................................
  20.6.  Amendments.  Course of Dealing......................................
  20.7.  Power of Attorney...................................................
  20.8.  Application of Proceeds.............................................
  20.9.  Increased Costs.....................................................
  20.10. Replacement of Revolving Credit Lender..............................
  20.11. Costs and Expenses of the Agent and Issuer..........................
  20.12. Copies and Facsimiles...............................................
  20.13. Ohio Law............................................................
  20.14. Consent to Jurisdiction.............................................
  20.15. Indemnification.....................................................
  20.16. Rules of Construction...............................................
  20.17. Agent's Consent.....................................................
</TABLE>


                                       v
<PAGE>
<TABLE>

<S>                                                                                <C>
  20.18. Participations......................................................
  20.19. Right of Set-Off....................................................
  20.20. Pledges To Federal Reserve Banks....................................
  20.21. Maximum Interest Rate...............................................
  20.22. Waivers.............................................................
  20.23. Additional Waivers..................................................
  20.24. Existing Loan Agreement Amended and Restated........................
</TABLE>



                                       vi
<PAGE>
                                    EXHIBITS

<TABLE>
<S>               <C>   <C>
      1.1         :     Existing L/Cs and Banker's Acceptances
      1.3         :     Intercompany Notes
      1.4         :     Exempt DDA
      1.5         :     Unrestricted Subsidiaries
      1.6         :     Existing Investments
      1.7         :     Permitted Dispositions
      2.5         :     Form of Loan Request
      2.8(c)      :     SwingLine Note
      2.10        :     Revolving Credit Note
      2.22        :     Revolving Credit Lenders' Commitments
      3.3         :     Additional Documents
      4.1         :     Corporate Information
      4.2         :     Trade Names
      4.4         :     Locations, Leases, and Landlords
      4.5(a)      :     Encumbrances
      4.5(b)      :     Consigned Property
      4.6         :     Indebtedness
      4.7         :     Insurance Policies
      4.8         :     Licenses
      4.9         :     Capital Leases
      4.11        :     Labor Contracts
                  :     Taxes
      4.16        :     Hazardous Materials
      4.17        :     Litigation
      5.17(e)     :     Existing Loans
      5.17(f)     :     Intercompany Loans
      6.4         :     Borrowing Base Certificate
      6.5         :     Monthly Financial Reporting Requirements
      8.1         :     DDA's.
                  :     Credit Card Arrangements
      8.3         :     Administrative Agent's Accounts; Collection
                        Account Banks; Operating Accounts
      17.2        :     Assignment / Assumption
</TABLE>


                                      vii
<PAGE>
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

                                                                   June 28, 2005

      THIS AGREEMENT is made between

            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
      Agreement and who in the future are those Persons (if any) who become
      "Revolving Credit Lenders" in accordance with the provisions hereof;

            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; 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; and

            GB Retailers, Inc. ("GBR"), a Delaware corporation with its
            principal executive offices at 3241 Westerville Road,
            Columbus, Ohio 43224; and

            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,


                                       1
<PAGE>
                                   WITNESSETH:

      WHEREAS, the Lead Borrower and certain other affiliated Persons have
entered into a Loan and Security Agreement dated as of June 11, 2002 with the
Administrative Agent, the Revolving Credit Lenders party thereto and National
City Business Credit, Inc. and Fleet Retail Group, Inc., as collateral agents
for the Revolving Credit Lenders (as amended and in effect through the Effective
Date, the "EXISTING LOAN AGREEMENT"); and

      WHEREAS, in connection with an initial public offering of the capital
stock of DSW, the Revolving Credit Lenders have agreed to release DSW and DSW
Shoe from their respective obligations under the Existing Loan Agreement and to
otherwise amend the provisions of the Existing Loan Agreement; and

      WHEREAS, the Borrowers, the Revolving Credit Lenders and the Agent desire
to amend and restate the Existing Loan Agreement as provided herein.

      NOW THEREFORE, it is hereby agreed that the Existing Loan Agreement is
hereby amended and restated as follows:

ARTICLE 1 - DEFINITIONS:

      As used herein, the following terms have the following meanings or are
defined in the section of this Agreement so indicated:

      "ACCELERATION":   The making of demand or declaration that any
            Indebtedness, not otherwise due and payable,  is due and
            payable. Derivations of the word "Acceleration" (such as
            "Accelerate") are used with like meaning in this Agreement.

      "ACCELERATION NOTICE":  Written notice as follows:

                  (a)   From the Administrative Agent to the Revolving
            Credit Lenders, as provided in Section 14.1(a).

                  (b)   From the SuperMajority Lenders to the
            Administrative Agent, as provided in Section 14.1(b).

      "ACCOUNT DEBTOR": Has the meaning given that term in the UCC.

      "ACCOUNTS": Include, without limitation, "accounts" as defined in the UCC,
            and also all: accounts, accounts receivable, receivables, and rights
            to payment (whether or not earned by performance) for: property that
            has been or is to be sold, leased, licensed, assigned, or otherwise
            disposed of; services rendered or to be rendered; a policy of
            insurance issued or to be issued; a secondary obligation incurred or
            to be incurred; arising out of the use of a credit or charge card or
            information contained on or used with that card; winnings in a
            lottery or other game of chance; and also all Inventory which gave
            rise thereto, and all rights associated with such Inventory,
            including the right of stoppage in transit; all reclaimed,


                                       2
<PAGE>
            returned, rejected or repossessed Inventory (if any) the sale of
            which gave rise to any Account.

      "ACH": Automated clearing house.

      "ACQUISITION": The purchase or acquisition of all or substantially all of
            the assets of any Person, the purchase of a controlling equity
            interest in any Person, or the merger or consolidation of any Person
            with any other Person, in any transaction or group of transactions
            which are part of a common plan.

      "ADMINISTRATIVE AGENT": NCBC, or its successors or assigns, in its
            capacity as administrative agent for the Revolving Credit
            Lenders hereunder.

      "ADMINISTRATIVE AGENT'S ACCOUNT":         Is defined in Section 8.3.

      "ADMINISTRATIVE AGENT'S  COVER":    Is defined in Section 13.3(c)(i).

      "AFFILIATE":      The following:

                  (a) With respect to any Person, any other Person that directly
            or, alone or with a group of related Persons whose interests taken
            as a whole, indirectly through one of more intermediaries, Controls,
            is Controlled by, or is under common Control with, such Person.
            Notwithstanding anything to the contrary herein contained, in no
            event shall the Agent, the Issuer, or any Revolving Credit Lender be
            considered an "Affiliate" of a Loan Party.

                  (b) Any Person: which is a parent, brother-sister or
            Subsidiary, of a Borrower; whose enterprise's tax returns or
            financial statements are consolidated with those of a Borrower;
            which is a member of the same controlled group of corporations
            (within the meaning of Section 1563(a)(1), (2) and (3) of the
            Internal Revenue Code of 1986, as amended from time to time) of
            which any Borrower is a member; or Controls or is Controlled by any
            Borrower.

                  (c) With respect to the Loan Parties, without limiting the
            provisions of clauses (a) and (b) hereof, "Affiliate" includes
            Schottenstein Stores Corporation.

      "AGENT": Collectively, the Administrative Agent and the Collateral Agent.

      "AGENT'S RIGHTS AND REMEDIES": Is defined in Section 12.7.

      "APPLICABLE LAW": As to any Person: (i) All statutes, rules, regulations,
            orders, or other requirements having the force of law and (ii) all
            court orders and injunctions, arbitrator's decisions, and/or similar
            rulings, in each instance ((i) and (ii)) of or by any federal,
            state, municipal, and other governmental authority, or court,
            tribunal, panel, or other body which has or claims jurisdiction over
            such Person, or any property of such Person, or of any other Person
            for whose conduct such Person would be responsible.


                                       3
<PAGE>
       "APPLICABLE MARGIN":   The following percentages for Base Margin
            Loans and LIBOR Loans based upon the following criteria:

<TABLE>
<CAPTION>
LEVEL       EXCESS AVAILABILITY          APPLICABLE       APPLICABLE MARGIN
                                         MARGIN FOR       FOR LIBOR LOANS
                                         BASE MARGIN
                                         LOANS
-----       -------------------          ----------       -----------------
<S>         <C>                          <C>              <C>
1           Greater than $160,000,000    0%               1.50%
2           Greater than $100,000,000,   0%               1.75%
            but less than or equal to
            $160,000,000
3           Greater than $60,000,000,    0.25%            2.00%
            but less than or equal to
            $100,000,000
4           Less than or equal to        0.50%            2.25%
            $60,000,000
</TABLE>

            The Applicable Margin shall initially be established at Level 2.
            Thereafter, the Applicable Margin shall be adjusted quarterly on the
            first day of each calendar quarter, commencing January 1, 2006,
            based upon the Average Excess Availability during the prior quarter,
            provided that in no event shall the Applicable Margin be established
            at Level 1 during the first six (6) months subsequent to the
            Effective Date. Upon the occurrence and during the continuance of a
            Specified Event of Default, the Applicable Margin may, at the option
            of the Agent, be immediately increased to the percentages set forth
            in Level 4 (even if the Excess Availability requirements for another
            Level have been met) and interest shall be determined in the manner
            set forth in Section 2.12(g).

      "APPRAISED INVENTORY LIQUIDATION VALUE": The product of (a) the Cost of
            Eligible Inventory (net of Inventory Reserves) multiplied by (b)
            that percentage, determined from the then most recent appraisal of
            each Division's Inventory undertaken initially at the Lead
            Borrower's request, and subsequently at the request of the
            Collateral Agent, to reflect the appraiser's estimate of the net
            recovery on such Division's Inventory in the event of an in-store
            liquidation of that Inventory.

      "APPRAISED INVENTORY PERCENTAGE":     87.5%.

      "ASSIGNING REVOLVING CREDIT LENDER":  Is defined in Section 17.1(a).


                                       4
<PAGE>
      "ASSIGNMENT AND ACCEPTANCE": Is defined in Section 17.2.

      "AUTHORIZED OFFICER": Is defined in Section 6.8.

      "AVAILABILITY":   Gross Availability Minus the Excess Availability
            Reserve.

      "AVAILABILITY RESERVES": Without duplication, such reserves as the
            Collateral Agent from time to time determines in the Collateral
            Agent's reasonable, good faith discretion as being appropriate to
            reflect the impediments to the Collateral Agent's ability to realize
            upon the Collateral. The Collateral Agent shall furnish the Lead
            Borrower with written notice two (2) Business Days prior to imposing
            or changing any Availability Reserve (unless a Specified Event of
            Default then exists and is continuing, in which event no prior
            notice shall be required). Without limiting the generality of the
            foregoing, Availability Reserves may include (but are not limited
            to) reserves based on the following:

                  (i)   rent (but only if a landlord's waiver, acceptable to the
                        Collateral Agent, has not been received by the
                        Collateral Agent).

                  (ii)  Customer Credit Liabilities.

                  (iii) taxes and other governmental charges, including, ad
                        valorem, personal property, and such other taxes which
                        are reasonably likely to have priority over the
                        Collateral Interests of the Collateral Agent in the
                        Collateral.

                  (iv)  L/C Landing Costs.

                  (v)   Hedge Agreements.

      Without limiting the rights of the Collateral Agent to establish or modify
      Availability Reserves, the initial Availability Reserves on the Effective
      Date shall be the following:

                  (a)   gift certificates and merchandise credits (in an
                        amount equal to fifty percent (50%) of the
                        outstanding gift certificates and merchandise
                        credits reflected in the Borrowers' financial
                        statements (which amount shall be updated no less
                        frequently than every thirty (30) days and which
                        financial statements will be maintained
                        consistently with past practices)).

                  (b)   landlord lien reserve equal to two months' rent for all
                        stores located in Pennsylvania and Virginia.

                  (c)   layaway deposits (in an amount equal to one hundred
                        percent (100%) of the outstanding layaway deposits
                        reflected in the Borrowers' financial statements (which
                        amount shall be updated no less frequently than every
                        thirty (30) days and which financial statements will be
                        maintained consistently with past practices)).


                                       5
<PAGE>
                  (d)   Hedge Agreements.

      "AVERAGE EXCESS AVAILABILITY": For any period, the sum of Excess
            Availability for each day comprising such period divided by the
            number of days in such period.

      "BANKER'S ACCEPTANCE": A time draft or bill of exchange relating to a
            documentary letter of credit which has been accepted by the Issuer.
            Without limitation, Existing Banker's Acceptances shall be deemed to
            be Banker's Acceptances issued under this Agreement and shall be
            entitled to all of the benefits hereof.

      "BANKER'S ACCEPTANCE FEES": The fees payable in respect of Banker's
            Acceptances pursuant to Section 2.18.

      "BANKRUPTCY CODE": Title 11, U.S.C., as amended from time to time.

      "BASE": For any day, a rate per annum equal to the higher of (a) the rate
            of interest which is established from time to time by NCB at its
            principal office in Cleveland, Ohio as its "prime rate" in effect,
            such rate to be adjusted automatically, without notice, as of the
            opening of business on the effective date of any change in such rate
            (it being agreed that (i) such rate is not necessarily the lowest
            rate of interest then available from NCB on fluctuating rate loans,
            and (ii) such rate may be established by NCB by public announcement
            or otherwise), and (b) the Federal Funds Effective Rate in effect on
            such day plus one-half of one percent (0.50%) per annum.

      "BASE MARGIN LOAN": Each Revolving Credit Loan while bearing interest at
            the Base Margin Rate.

      "BASE MARGIN RATE": That per annum rate which is the aggregate of the Base
            plus the Applicable Margin for Base Margin Loans.

      "BORROWER" and "BORROWERS": Is defined in the Preamble.

      "BORROWING BASE": The aggregate of the following with respect to all
            Borrowers:

                  (a) The face amount of Eligible Credit Card Receivables
            multiplied by the Credit Card Advance Rate.

                        Plus

                  (b) The lesser of (a) the Cost of Eligible Inventory (net of
            Inventory Reserves) multiplied by the Inventory Advance Rate or (b)
            the Appraised Inventory Percentage of the Appraised Inventory
            Liquidation Value.

      "BORROWING BASE CERTIFICATE": Is defined in Section 6.4.

      "BUSINESS DAY": Any day other than (a) a Saturday or Sunday; (b) any day
            on which banks in Cleveland, Ohio, generally are not open to the
            general public for the purpose of conducting commercial banking
            business; (c) a day on which the


                                       6
<PAGE>
            principal office of the Administrative Agent is not open to the
            general public to conduct business; or (d) when used in connection
            with a LIBOR Loan, any day on which banks are not open for dealings
            in dollar deposits in the London interbank market.

      "BUSINESS PLAN": The business plan for the Loan Parties fiscal years 2005
            through and including 2010 dated April 19, 2005, as set forth in
            that certain confidential side letter from the Lead Borrower to the
            Administrative Agent.

      "CAPITAL EXPENDITURES": The expenditure of funds or the incurrence
            of liabilities which may be capitalized in accordance with
            GAAP.

      "CAPITAL LEASE": Any lease which may be capitalized in accordance with
            GAAP.

      "CASH CONTROL EVENT": Either (i) an Event of Default has occurred and is
            continuing, or (ii) the Average Excess Availability for any five (5)
            consecutive Business Days is less than Forty-Five Million Dollars
            ($45,000,000). For purposes hereof, the occurrence of a Cash Control
            Event shall be deemed continuing notwithstanding that Average Excess
            Availability may thereafter exceed the amount set forth in the
            preceding sentence unless and until Average Excess Availability
            exceeds such amounts for ninety (90) consecutive Business Days, in
            which case a Cash Control Event shall no longer be deemed to be
            continuing for purposes hereof; provided that a Cash Control Event
            shall be deemed continuing (even if Average Excess Availability
            exceeds the required amounts for ninety (90) consecutive Business
            Days) if a Cash Control Event has occurred and been discontinued on
            one (1) occasion during the preceding twelve month period.

      "CCM": Cerberus Partners, L.P., a Delaware limited partnership with its
            principal office at 450 Park Avenue, New York, New York 10022.

      "CCM  TERM LOAN FACILITIES": The term loan facilities entered into among
            the Borrowers and CCM, as agent, pursuant to a Financing Agreement
            dated June 11, 2002, in the aggregate principal amount of
            $100,000,000.00, as amended and in effect.

      "CHANGE IN CONTROL": The occurrence of any of the following:

                  (a) The acquisition, by any group of Persons (within the
            meaning of the Securities Exchange Act of 1934, as amended) or by
            any Person (other than by (x) a Person Controlled by Schottenstein
            Stores Corporation, or (y) one or more Family Trusts) of beneficial
            ownership (within the meaning of Rule 13d-3 of the Securities and
            Exchange Commission) of 25% or more of the issued and outstanding
            capital stock of the Parent having the right, under ordinary
            circumstances, to vote for the election of directors of the Parent,
            excluding from the foregoing any acquisition pursuant to warrants
            issued under the exercise of conversion rights under the Senior
            Non-Convertible Facility.


                                       7
<PAGE>
                  (b) Other than as a result of the exercise by CCM of board
            representation rights under the Senior Non-Convertible Facility,
            more than thirty percent (30%) of the Persons who were directors of
            the Parent on the first day of any period consisting of twelve (12)
            consecutive calendar months (the first of which twelve (12) month
            periods commencing with the first day of May, 2005), cease to be
            directors of the Parent for any reason, other than death,
            disability, or replacement (in the ordinary course of business and
            not as a result of any change in the equity ownership of the Parent)
            by other Persons nominated by the nominating committee of the board
            of directors of the Parent.

                  (c) The failure of the Parent to own, directly or indirectly,
            95% of the capital stock of each of the other Loan Parties.

                  (d) The failure of Schottenstein Stores Corporation or one or
            more Family Trusts to possess, directly or indirectly, the power to
            cause the direction of the management and policies of the Parent and
            the Borrowers.

      "CHATTEL PAPER": Has the meaning given that term in the UCC.

      "CLASS A COMMON SHARES" has the meaning set forth for such term in the
            Articles of Incorporation of DSW as in effect on the Effective Date.

      "CLASS B COMMON SHARES" has the meaning set forth for such term in the
            Articles of Incorporation of DSW as in effect on the Effective Date.

      "CLOSING DATE": June 11, 2002.

      "COLLATERAL": Is defined in Section 9.1.

      "COLLATERAL AGENT": NCBC, or its successors or assigns, in its capacity as
            Collateral Agent for the Revolving Credit Lenders hereunder.

      "COLLATERAL INTEREST": Any interest in property to secure an obligation,
            including, without limitation, a security interest, mortgage, and
            deed of trust.

      "COLLATERAL MONITORING FEE": Is defined in Section 2.13.

      "COLLECTION ACCOUNT": Any DDA into which the proceeds of Collateral are
            transferred and concentrated, including, without limitation,
            transfers from other DDAs, credit card processors, checks, and
            accounts receivables. The Collection Accounts as of the Effective
            Date are set forth on EXHIBIT 8.3 hereto.

      "COLLECTION ACCOUNT AGREEMENT": An agreement, in form satisfactory to the
            Collateral Agent, which agreement recognizes the Collateral Agent's
            Collateral Interest in the contents of the DDA which is the subject
            of such agreement and agrees that, after and during the continuance
            of a Cash Control Event, such contents shall be transferred only to
            the Administrative Agent's Account or as otherwise instructed by the
            Administrative Agent.


                                       8
<PAGE>
      "COMMERCIAL TORT CLAIM": Has the meaning given that term in the UCC.

      "COMPETITIVE BUSINESS": Any business or enterprise consisting of any of
            the following:

                  (a)   Operation of off-price discount department stores.

                  (b)   Operation of retail furniture stores and related
            accessories.

                  (c)   Operation of designer and name brand shoe stores.

                  (d)   Operation of licensed shoe departments.

                  (e)   Furniture manufacturing.

                  (f)   Bedding manufacturing.

      "CONSENT": Actual consent given by the Revolving Credit Lender from whom
            such consent is sought; or the passage of seven (7) Business Days
            from receipt of written notice to a Revolving Credit Lender from the
            Agent of a proposed course of action to be followed by the Agent
            without such Revolving Credit Lender's giving the Agent written
            notice of that Revolving Credit Lender's objection to such course of
            action, provided that the Agent may rely on such passage of time as
            consent by a Revolving Credit Lender only if such written notice
            states that consent will be deemed effective if no objection is
            received within such time period.

      "CONSOLIDATED": When used to modify a financial term, test, statement, or
            report, refers to the application or preparation of such term, test,
            statement or report (as applicable) based upon the consolidation, in
            accordance with GAAP, of the financial condition or operating
            results of the Parent and its Subsidiaries.

      "CONTROL": The possession, direct or indirect, of the power to cause the
            direction of the management and policies of a Person whether through
            the ownership of voting securities, by contract or otherwise. A
            Person shall be deemed to have control of another Person if it is a
            "beneficial owner" (as such term is defined in Rule 13d-3 and Rule
            13d-5 of the Securities Exchange Act of 1934, as amended) or a
            member of a "group" that is the beneficial owner, directly or
            indirectly, of 20% or more of the voting stock or equity interest in
            such Person. The terms "Controlled" and "Controlling" as used herein
            are intended to have the same meaning as "Control."

      "COST": The lower of cost or market, determined in each case in accordance
            with GAAP.

      "COSTS OF COLLECTION": Includes, without limitation, all reasonable
            attorneys' fees and reasonable out-of-pocket expenses incurred by
            the Agent's and Issuer's attorneys, and all reasonable out-of-pocket
            costs incurred by the Agent and the Issuer in the administration of
            the Liabilities and/or the Loan Documents, including, without
            limitation, reasonable costs and expenses associated with travel on
            behalf of the Agent and Issuer, where such costs and expenses are
            related to or


                                       9
<PAGE>
            in respect of the Agent's and Issuer's: administration and
            management of the Liabilities; negotiation, documentation, and
            amendment of any Loan Document; or efforts to preserve, protect,
            collect, or enforce the Collateral, the Liabilities, and/or the
            Agent's Rights and Remedies and/or any of the rights and remedies of
            the Agent and Issuer against or in respect of any guarantor or other
            Person liable in respect of the Liabilities (whether or not suit is
            instituted in connection with such efforts). "Costs of Collection"
            also includes the reasonable fees and expenses of Lenders' Special
            Counsel. The Costs of Collection are Liabilities, and at the
            Administrative Agent's option may bear interest at the then
            effective Base Margin Rate after such time as they have been added
            to the Loan Account.

      "CREDIT CARD ADVANCE RATE": 85%

      "CUSTOMER CREDIT LIABILITY": Gift certificates, customer deposits,
            merchandise credits, layaway obligations, frequent shopping
            programs, and similar liabilities of any Borrower to its retail
            customers and prospective customers.

      "DDA": Any checking or other demand daily depository account maintained by
            any Borrower other than any Exempt DDA.

      "DEFAULT": Any occurrence, circumstance, or state of facts with respect to
            a Borrower which (a) is an Event of Default; or (b) would become an
            Event of Default if any requisite notice were given and/or any
            requisite period of time were to run and such occurrence,
            circumstance, or state of facts were not cured within any applicable
            grace period.

      "DELINQUENT REVOLVING CREDIT LENDER": Is defined in Section 13.3(c).

      "DEPOSIT ACCOUNT": Has the meaning given that term in the UCC and also
            includes all demand, time, savings, passbook, or similar accounts
            maintained with a bank.

      "DIVISION(S)": The various business segments of the Borrowers, such being
            the Filene's Business and the Value City Business.

      "DOCUMENTS": Has the meaning given that term in the UCC.

      "DOCUMENTS OF TITLE": Has the meaning given that term in the UCC.

      "DSW": DSW Inc., an Ohio corporation with its principal executive offices
            at 4150 East Fifth Avenue, Columbus, Ohio 43219.

      "DSW COMMON STOCK" means the Capital Stock of DSW consisting of Class A
            Common Shares and Class B Common Shares.

      "DSW SHOE": DSW Shoe Warehouse, Inc., a Missouri corporation with its
            principal executive offices at 4150 East Fifth Avenue, Columbus,
            Ohio 43219.


                                       10
<PAGE>
      "EFFECTIVE DATE": The date upon which the conditions precedent set forth
            in Article 3 hereof have been satisfied or waived and the first
            Revolving Credit Loans are to be made and L/Cs to be issued
            hereunder.

      "ELIGIBLE ASSIGNEE": A bank, insurance company, or company engaged in the
            business of making commercial loans having a combined capital and
            surplus in excess of $500,000,000 or any domestic Affiliate of any
            Revolving Credit Lender, or any Person to whom a Revolving Credit
            Lender assigns its rights and obligations under this Agreement as
            part of a programmed assignment and transfer of such Revolving
            Credit Lender's rights in and to a material portion of such
            Revolving Credit Lender's portfolio of asset based credit
            facilities. In no event shall an "Eligible Assignee" include a
            Person who is engaged in a Competitive Business with any Loan Party,
            and as long as Schottenstein Stores Corporation remains in Control
            of the Borrowers, an "Eligible Assignee" shall in no event include a
            Person which is engaged in a Competitive Business or a Related
            Business with Schottenstein Stores Corporation.

      "ELIGIBLE CREDIT CARD RECEIVABLES": Accounts due on a non-recourse basis
            from major or private label credit card processors, which have been
            outstanding for less than five (5) Business Days.

      "ELIGIBLE INVENTORY": Such of the Borrowers' Inventory, inclusive of
            Eligible L/C Inventory, at such locations, and of such types,
            character, qualities and quantities, as the Collateral Agent in its
            reasonable, good faith discretion from time to time determines to be
            acceptable for borrowing, as to which Inventory, the Collateral
            Agent has a perfected security interest which is prior and superior
            to all security interests, claims, and Encumbrances. Without
            limiting the foregoing, Inventory acquired in a Permitted
            Acquisition (other than a Permitted Acquisition involving the merger
            of one or more Loan Parties) shall not be deemed Eligible Inventory
            unless the Collateral Agent otherwise agrees.

      "ELIGIBLE L/C INVENTORY": Without duplication of other Eligible Inventory,
            Inventory not yet delivered to the Borrowers, the purchase of which
            is supported by a documentary L/C or Banker's Acceptance then having
            an initial expiry of sixty (60) or less days, provided that

                  (a) Such Inventory is of such types, character, qualities and
            quantities (net of Inventory Reserves) as the Collateral Agent in
            its reasonable, good faith discretion from time to time determines
            to be eligible for borrowing and it would otherwise constitute
            Eligible Inventory; and

                  (b) The documentary L/C supporting such purchase names the
            Collateral Agent as consignee of the subject Inventory or the
            Collateral Agent has control over the documents which evidence
            ownership of the subject Inventory (such as by the providing to the
            Collateral Agent of a customs brokers agreement in form reasonably
            satisfactory to the Collateral Agent).


                                       11
<PAGE>
      "EMPLOYEE BENEFIT PLAN": An employee pension benefit plan that is covered
            by Title IV of ERISA or is subject to the minimum finding standards
            under Section 412 of the Internal Revenue Code of 1986, as amended
            from time to time, and as to which a Borrower or any ERISA Affiliate
            may have any liability.

      "ENCUMBRANCE": Each of the following:

                  (a) A Collateral Interest or agreement to create or grant a
            Collateral Interest; a security interest; the interest of a lessor
            under a Capital Lease; conditional sale or other title retention
            agreement; sale of accounts receivable or chattel paper; or other
            arrangement pursuant to which any Person is entitled to any
            preference or priority with respect to the property or assets of
            another Person or the income or profits of such other Person; each
            of the foregoing whether consensual or non-consensual and whether
            arising by way of agreement, operation of law, legal process or
            otherwise.

                  (b) The filing of any financing statement under the UCC or
            comparable law of any jurisdiction, unless such financing statement
            is terminated promptly upon any Loan Party's knowledge thereof.

      "END DATE": The date upon which all of the following conditions are met:
            (a) all payment Liabilities described in Section 19.2(a) have been
            paid in full (b) satisfactory arrangements with respect to L/Cs and
            Banker's Acceptances have been made in accordance with the
            provisions of Section 19.2(b), and (c) all obligations of any
            Revolving Credit Lender to make loans and advances and to provide
            other financial accommodations to the Borrowers hereunder shall have
            been irrevocably terminated.

      "ENVIRONMENTAL ACTIONS": Any complaint, summons, citation, notice,
            directive, order, claim, litigation, investigation, judicial or
            administrative proceeding, judgment, letter or other communication
            from any Person or Governmental Authority involving violations of
            Environmental Laws or Releases of Hazardous Materials (i) from any
            assets, properties or businesses owned or operated by any Loan Party
            or any of its Subsidiaries or any predecessor in interest; or (ii)
            onto any facilities which received Hazardous Materials generated by
            any Loan Party or any of its Subsidiaries or any predecessor in
            interest.

      "ENVIRONMENTAL LAWS": The Comprehensive Environmental Response,
            Compensation and Liability Act (42 U.S.C.Section 9601, et seq.), the
            Hazardous Materials Transportation Act (49 U.S.C.Section 1801, et
            seq.), the Resource Conservation and Recovery Act (42 U.S.C.Section
            6901, et seq.), the Federal Clean Water Act (33 U.S.C.Section 1251
            et seq.), the Clean Air Act (42 U.S.C.Section 7401 et seq.), the
            Toxic Substances Control Act (15 U.S.C.Section 2601 et seq.) and the
            Occupational Safety and Health Act (29 U.S.C.Section 651 et seq.),
            as such laws may be amended or otherwise modified from time to time,
            and any other present or future federal, state, local or foreign
            statute, ordinance, rule, regulation, order, judgment, decree,
            permit, license or other binding determination of any Governmental
            Authority imposing liability or establishing standards of conduct


                                       12
<PAGE>
            for protection of the environment or other government restrictions
            relating to the protection of the environment or the Release,
            deposit or migration of any Hazardous Materials into the
            environment.

      "ENVIRONMENTAL LIABILITIES AND COSTS": All liabilities, monetary
            obligations, remedial actions, losses, damages, punitive damages,
            consequential damages, treble damages, reasonable costs and expenses
            (including all reasonable fees, disbursements and expenses of
            counsel, experts and consultants and costs of investigations and
            feasibility studies), fines, penalties, sanctions and interest
            incurred as a result of any claim or demand by any Governmental
            Authority or any third party, and which relate to any environmental
            condition or a Release of Hazardous Materials from or onto (i) any
            property presently or formerly owned by any Loan Party or any of its
            Subsidiaries or (ii) any facility which received Hazardous Materials
            generated by any Loan Party or any of its Subsidiaries.

      "ENVIRONMENTAL LIEN": Any Lien in favor of any Governmental Authority for
            Environmental Liabilities and Costs.

      "EQUIPMENT": Includes, without limitation, "equipment" as defined in the
            UCC, and also all furniture, store fixtures, motor vehicles, rolling
            stock, machinery, office equipment, plant equipment, tools, dies,
            molds, and other goods, property, and assets which are used and/or
            were purchased for use in the operation or furtherance of a
            Borrowers' business, and any and all accessions or additions
            thereto, and substitutions therefor.

      "ERISA": The Employee Retirement Income Security Act of 1974, as amended.

      "ERISA AFFILIATE": Any Person which is under common control with a
            Borrower within the meaning of Section 4001 of ERISA or is part of a
            group which includes any Borrower and which would be treated as a
            single employer under Section 414 of the Internal Revenue Code of
            1986, as amended from time to time.

      "EUROCURRENCY RESERVE PERCENTAGE": For any Interest Period with respect to
            a LIBOR Loan, as of any date of determination, the aggregate of the
            then stated maximum reserve percentages (including any marginal,
            special, emergency or supplemental reserves), expressed as a
            decimal, applicable to such Interest Period (if more than one such
            percentage is applicable, the daily average of such percentages for
            those days in such Interest Period during which any such percentages
            shall be so applicable) by the Board of Governors of the Federal
            Reserve System, any successor thereto, or any other banking
            authority, domestic or foreign, to which the Administrative Agent or
            any Revolving Credit Lender may be subject in respect of
            eurocurrency funding (currently referred to as "Eurocurrency
            Liabilities" in Regulation D of the Federal Reserve Board) or in
            respect of any other category of liabilities including deposits by
            reference to which the rate of interest on LIBOR Loans is determined
            or any category or extension of credit or other assets that include
            LIBOR Loans, as defined in such regulations. For purposes hereof,
            such reserve requirements shall include, without limitation, those
            imposed under Regulation D of the Federal Reserve Board and


                                       13
<PAGE>
            the LIBOR Loans shall be deemed to constitute Eurocurrency
            Liabilities subject to reserve requirements without benefit of
            credits for proration, exceptions or offsets which may be available
            to any Revolving Credit Lender under Regulation D.

      "EVENTS OF DEFAULT": Is defined in Article 11. An "Event of Default" shall
            be deemed to have occurred and to be continuing unless and until
            that Event of Default has been duly waived by the Administrative
            Agent in writing or cured to the satisfaction of the Administrative
            Agent.

      "EXCESS AVAILABILITY": As of any date of determination, Gross Availability
            less all then held checks, accounts payable which are beyond
            customary payment terms consistent with past practice (other than
            accounts payable which are being disputed in good faith and for
            which the Borrowers have adequate reserves), and overdrafts (other
            than daylight overdrafts, as defined in the Federal Reserve Daylight
            Credit Policies in effect from time to time).

      "EXCESS AVAILABILITY RESERVE": $27,500,000.

      "EXCLUDED PROPERTY": Shall mean the following:

                  (a) the Equipment that is subject to a "purchase money
            security interest", as such term is now or hereafter defined in the
            UCC, which (x) constitutes a Permitted Encumbrance under this
            Agreement and (y) prohibits the creation by a Loan Party of a junior
            security interest therein, unless the holder thereof has consented
            to the creation of such a junior security interest; or

                  (b) any General Intangibles, other than Payment Intangibles,
            if and only to the extent that (i) in the case of any such General
            Intangible, (x) any contract evidencing such General Intangible
            contains a valid and effective contractual restriction or limitation
            which prohibits the grant or creation of a security interest
            therein, or (y) a valid and effective restriction or limitation
            imposed by applicable law, regulation, rule, order or other
            directive of any governmental body, agency or authority, or the
            order of any court of competent jurisdiction, prohibits the grant or
            creation of a security interest in such General Intangible, or (ii)
            in the case of any such General Intangible, such General Intangible
            would be subject to loss or forfeiture upon the grant or creation of
            a security interest therein by reason of (x) a valid and effective
            contractual restriction or limitation contained in any contract
            evidencing such General Intangible, or (y) a valid and effective
            restriction or limitation imposed by applicable law, regulation,
            rule, order or other directive of any governmental body, agency or
            authority, or the order of any court of competent jurisdiction; or

                  (c) Inventory or other property held pursuant to consignment
            (other than between Loan Parties) arrangements in which a Borrower
            is the consignee to the extent that the consignor has properly
            perfected its interest therein; or

                  (d)   all motor vehicles owned by any Loan Party;


                                       14
<PAGE>
                  (e)   any Exempt DDA; or

                  (f)   all capital stock of DSW, DSW Shoe or any
            Subsidiary of either of the foregoing,

      provided that the Proceeds realized from any of the foregoing shall not be
      deemed Excluded Property but shall constitute Collateral.

      "EXEMPT DDA": Those depository accounts described on EXHIBIT 1.4 hereto,
            and, in addition, any depository account maintained by any Borrower,
            the only contents of which may be transfers from the Operating
            Account and actually used solely (i) for petty cash purposes; (ii)
            for payroll; (iii) for charitable contributions; or (iv) for
            medical, pension, benefits, VEBA, employees, taxes, stock options
            and like special purpose accounts.

      "EXISTING BANKER'S ACCEPTANCES": Those Banker's Acceptances described on
            EXHIBIT 1.1 hereto which have been issued by NCB under the
            Borrowers' existing credit facility with, among others, NCB.

      "EXISTING L/CS": Those letters of credit described on EXHIBIT 1.1 hereto
            which have been issued by NCB under the Borrowers' Existing Loan
            Agreement with, among others, NCB.

      "EXISTING LOAN AGREEMENT": Is defined in the Recitals.

      "FACILITY GUARANTEE": The Amended and Restated Guaranty executed by the
            Facility Guarantors in favor of the Agent, the Issuer and the
            Revolving Credit Lenders.

      "FACILITY GUARANTORS": The Parent, each Borrower, and all other
            Subsidiaries of the Parent now existing or hereafter created, other
            than DSW, DSW Shoe, any direct or indirect Subsidiary of DSW or DSW
            Shoe, and the Unrestricted Subsidiaries.

      "FACILITY GUARANTORS COLLATERAL DOCUMENTS": All security agreements,
            mortgages, pledge agreements, deeds of trust, and other instruments,
            documents or agreements executed and delivered by any Facility
            Guarantor to secure the Facility Guarantee.

      "FAMILY TRUST": One or more trusts established for the benefit of any of
            Jay L. Schottenstein, Susan S. Diamond, Ann S. Deshe, Lori
            Schottenstein, Geraldine Schottenstein, any of their respective
            spouses, children or lineal descendants, or any Person Controlled by
            any such trust or trusts.

      "FARM PRODUCTS": Has the meaning given that term in the UCC.

      "FEDERAL FUNDS EFFECTIVE RATE": For any day, the rate per annum (rounded
            upwards, if necessary, to the nearest 1/100th of 1%) equal to the
            weighted average of the rates on overnight federal funds
            transactions with members of the Federal Reserve System arranged by
            federal funds brokers on such day, as published by the


                                       15
<PAGE>
            Federal Reserve Bank of New York on the Business Day next succeeding
            such day, provided that (i) if the day for which such rate is to be
            determined is not a Business Day, the Federal Funds Effective Rate
            for such day shall be such rate on such transactions on the
            immediately preceding Business Day as so published on the next
            succeeding Business Day, and (ii) if such rate is not so published
            for any Business Day, the Federal Funds Effective Rate for such day
            shall be the average of quotations for such day on such transactions
            received by the Administrative Agent from three federal funds
            brokers of recognized standing selected by the Administrative Agent.

      "FEE LETTER": That letter dated March 10, 2005 and styled "Fee Letter"
            between the Lead Borrower and the Administrative Agent, as such
            letter may from time to time be amended.

      "FILENE'S": Has the meaning given that term in the Preamble hereto.

      "FILENE'S AVAILABILITY": The lesser of:

                  (a)   the result of the following:

                        (i)   The lesser of

                              (A)   The Revolving Credit Ceiling

                                       or

                              (B)   The Filene's Borrowing Base

                        Minus

                        (ii)  The aggregate unpaid balance of the Loan Account
                              attributable to Revolving Credit Loans made to
                              Filene's.

                        Minus

                        (iii) The aggregate undrawn Stated Amount of all then
                              outstanding L/Cs and Banker's Acceptances issued
                              for the account of Filene's.

                        Minus

                        (iv)  The aggregate of the Availability Reserves
                              attributable to Filene's.

                        or

                  (b)   Availability.

      "FILENE'S BORROWING BASE": The aggregate of the following:


                                       16
<PAGE>
                  (a) The face amount of Eligible Credit Card Receivables of
            Filene's multiplied by the Credit Card Advance Rate.

                        Plus

                  (b) The lesser of (a) the Cost of Eligible Inventory (net of
            Inventory Reserves) of Filene's multiplied by the Inventory Advance
            Rate or (b) the Appraised Inventory Percentage of the Appraised
            Inventory Liquidation Value of the Inventory of Filene's.

      "FILENE'S BUSINESS": The businesses operated by Filene's Basement, Inc.

      "FISCAL": When followed by "month", "quarter" or "year", the relevant
            fiscal period based on the Borrowers' fiscal year and accounting
            conventions.

      "FIXTURES": Has the meaning given that term in the UCC.

      "GAAP": Generally accepted accounting principles in effect from time to
            time in the United States, applied on a consistent basis, provided
            that "GAAP" shall mean generally accepted accounting principles
            consistent with those used in the preparation of the financial
            statements described herein.

      "GBR": Has the meaning given that term in the Preamble hereto.

      "GENERAL INTANGIBLES": Includes, without limitation, "general intangibles"
            as defined in the UCC; and also all: rights to payment for credit
            extended; deposits (other than DDAs); amounts due to any Borrower;
            credit memoranda in favor of any Borrower; warranty claims; tax
            refunds and abatements; insurance refunds and premium rebates; all
            means and vehicles of investment or hedging, including, without
            limitation, options, warrants, and futures contracts; records;
            customer lists; telephone numbers; goodwill; causes of action;
            judgments; payments under any settlement or other agreement;
            literary rights; rights to performance; royalties; license and/or
            franchise fees; rights of admission; licenses; franchises; license
            agreements, including all rights of any Borrower to enforce same;
            permits, certificates of convenience and necessity, and similar
            rights granted by any governmental authority; patents, patent
            applications, patents pending, and other intellectual property;
            internet addresses and domain names; developmental ideas and
            concepts; proprietary processes; blueprints, drawings, designs,
            diagrams, plans, reports, and charts; catalogs; manuals; technical
            data; computer software programs (including the source and object
            codes therefor), computer records, computer software, rights of
            access to computer record service bureaus, service bureau computer
            contracts, and computer data; tapes, disks, semi-conductors chips
            and printouts; trade secrets rights, copyrights, mask work rights
            and interests, and derivative works and interests; user, technical
            reference, and other manuals and materials; trade names, trademarks,
            service marks, and all goodwill relating thereto; applications for
            registration of the foregoing; and all other general intangible
            property of any Borrower in the nature of intellectual property;
            proposals; cost estimates, and reproductions on paper, or otherwise,
            of any and all


                                       17
<PAGE>
            concepts or ideas, and any matter related to, or connected with, the
            design, development, manufacture, sale, marketing, leasing, or use
            of any or all property produced, sold, or leased, by any Borrower or
            credit extended or services performed, by any Borrower, whether
            intended for an individual customer or the general business of any
            Borrower, or used or useful in connection with research by any
            Borrower.

      "GOODS": Has the meaning given that term in the UCC, and also includes all
            things movable when a security interest therein attaches and also
            all computer programs embedded in goods and any supporting
            information provided in connection with a transaction relating to
            the program if (i) the program is associated with the goods in such
            manner that it customarily is considered part of the goods or (ii)
            by becoming the owner of the goods, a Person acquires a right to use
            the program in connection with the goods.

      "GOVERNMENTAL AUTHORITY": Any nation or government, any federal, state,
            city, town, municipality, county, local or other political
            subdivision thereof or thereto and any department, commission,
            board, bureau, instrumentality, agency or other entity exercising
            executive, legislative, judicial, taxing, regulatory or
            administrative powers or functions of or pertaining to government.

      "GRAMEX": Has the meaning given that term in the Preamble hereto.

      "GROSS AVAILABILITY": The result of the following in the aggregate with
            respect to all Borrowers:

                        (i)   The lesser of

                              (A)   The Revolving Credit Ceiling

                                       or

                              (B)   The Borrowing Base

                        Minus

                        (ii)  The aggregate unpaid balance of the Loan
                              Account.

                        Minus

                        (iii) The aggregate undrawn Stated Amount of all then
                              outstanding L/Cs and Banker's Acceptances.

                        Minus

                        (v)   The aggregate of the Availability Reserves.

      "HAZARDOUS MATERIALS": (a) Any element, compound or chemical that is
            defined, listed or otherwise classified as a contaminant, pollutant,
            toxic pollutant, toxic or


                                       18
<PAGE>
            hazardous substance, extremely hazardous substance or chemical,
            hazardous waste, special waste, or solid waste under Environmental
            Laws or that is reasonably likely to cause immediately, or at some
            reasonably foreseeable future time, harm to or have an adverse
            effect on, the environment or risk to human health or safety,
            including, without limitation, any pollutant, contaminant, waste,
            hazardous waste, toxic substance or dangerous good which is defined
            or identified in any Environmental Law and which is present in the
            environment in such quantity or state that it contravenes any
            Environmental Law; (b) petroleum and its refined products; (c)
            polychlorinated biphenyls; (d) any substance exhibiting a hazardous
            waste characteristic, including, without limitation, corrosivity,
            ignitability, toxicity or reactivity as well as any radioactive or
            explosive materials; and (e) any raw materials, building components
            (including, without limitation, asbestos-containing materials) and
            manufactured products containing hazardous substances listed or
            classified as such under Environmental Laws.

      "HEDGEAGREEMENTS": All obligations of any Person in respect of interest
            rate swap agreements, currency swap agreements and other similar
            agreements designed to hedge against fluctuations in interest rates
            or foreign exchange rates.

      "INDEBTEDNESS": Without duplication, all obligations, contingent and
            otherwise, that in accordance with GAAP should be classified upon
            the balance sheet of any Borrower and/or the consolidated balance
            sheet of the Parent as liabilities, other than trade payables,
            deferred rent, or accrued expenses incurred in the ordinary course
            of business or to which reference should be made by footnotes
            thereto, including in any event and whether or not so classified:

                  (a) All obligations in respect of money borrowed (including
            any indebtedness which is non-recourse to the credit of such Person
            but which is secured by an Encumbrance on any asset of such Person)
            whether or not evidenced by a promissory note, bond, debenture or
            other written obligation to pay money.

                  (b) All obligations evidenced by bonds, notes, debentures or
            other similar instruments.

                  (c) All obligations in connection with Hedge Agreements.

                  (d) All obligations in connection with any letter of credit or
            acceptance transaction (including, without limitation, the face
            amount of all letters of credit and acceptances issued for the
            account of such Person or reimbursement on account of which such
            Person would be obligated).

                  (e) All obligations in connection with the sale or discount of
            accounts receivable or chattel paper of such Person.

                  (f) All obligations on account of deposits or advances other
            than deferred rent incurred in the ordinary course of business.


                                       19
<PAGE>
                  (g) All obligations as lessee under Capital Leases; and

                  (h) All obligations in connection with any sale and leaseback
            transaction.

                          "Indebtedness" also includes:

                        (x) Indebtedness of others secured by an Encumbrance on
                  any asset of such Person, whether or not such Indebtedness is
                  assumed by such Person.

                        (y) Any guaranty, endorsement, suretyship or other
                  undertaking pursuant to which that Person may be liable in
                  respect of Indebtedness of any third party; and

                        (z) The Indebtedness of a partnership or joint venture
                  for which such Person is liable as a general partner or joint
                  venturer.

      "INDEMNIFIED PERSON": Is defined in Section 20.15.

      "INFORMATION": Is defined in Section 20.3.

      "INSTRUMENTS": Has the meaning given that term in the UCC.

      "INTERCOMPANY NOTES": The promissory notes and other evidences of
            Indebtedness among the Loan Parties outstanding from time to time.
            The Intercompany Notes outstanding as of the Effective Date are set
            forth on EXHIBIT 1.3 hereto.

      "INTERCREDITOR AGREEMENT": The Amended and Restated Intercreditor and Lien
            Subordination Agreement dated as of the Effective Date entered into
            among the Agent, on behalf of the Revolving Credit Lenders, and CCM,
            as agent under the Senior Non-Convertible Facility.

      "INTEREST PAYMENT DATE": With reference to:

                  Each LIBOR Loan: The last day of the Interest Period relating
            thereto (and on the last day of the third month for any such loan
            which has a six month Interest Period); the Termination Date; and
            the End Date.

                  Each Base Margin Loan: The first day of each [August,
            November, February and May]; the Termination Date; and the End
            Date.

      "INTEREST PERIOD": The following:

                  (a) With respect to each LIBOR Loan: Subject to Subsection
            (c), below, the period commencing on the date of the making or
            continuation of, or conversion to, the subject LIBOR Loan and ending
            one, two, three, or six months thereafter, as the Lead Borrower may
            elect by notice (pursuant to Section 2.5) to the Administrative
            Agent


                                       20
<PAGE>
                  (b) With respect to each Base Margin Loan: Subject to
            Subsection (c), below, the period commencing on the date of the
            making or continuation of or conversion to such Base Margin Loan and
            ending on that date (i) as of which the subject Base Margin Loan is
            converted to a LIBOR Loan, as the Lead Borrower may elect by notice
            (pursuant to Section 2.5) to the Administrative Agent, or (ii) on
            which the subject Base Margin Loan is paid by the Borrowers.

                  (c) The setting of Interest Periods is in all instances
            subject to the following:

                        (i) Any Interest Period for a Base Margin Loan which
                  would otherwise end on a day which is not a Business Day shall
                  be extended to the next succeeding Business Day.

                        (ii) Any Interest Period for a LIBOR Loan which would
                  otherwise end on a day that is not a Business Day shall be
                  extended to the next succeeding Business Day, unless that
                  succeeding Business Day is in the next calendar month, in
                  which event such Interest Period shall end on the last
                  Business Day of the month during which the Interest Period
                  ends.

                        (iii) Subject to Subsection (iv), below, any Interest
                  Period applicable to a LIBOR Loan, which Interest Period
                  begins on a day for which there is no numerically
                  corresponding day in the calendar month during which such
                  Interest Period ends, shall end on the last Business Day of
                  the month during which that Interest Period ends.

                        (iv) Any Interest Period which would otherwise end after
                  the Termination Date shall end on the Termination Date.

                        (v) The number of Interest Periods in effect at any one
                  time is subject to Section 2.12(e) hereof.

      "INVENTORY": Includes, without limitation, "inventory" as defined in the
            UCC and also all: (a) Goods which are leased by a Person as lessor;
            are held by a Person for sale or lease or to be furnished under a
            contract of service; are furnished by a Person under a contract of
            service; or consist of raw materials, work in process, or materials
            used or consumed in a business; (b) Goods of said description in
            transit; (c) Goods of said description which are returned,
            repossessed and rejected; (d) packaging, advertising, and shipping
            materials related to any of the foregoing; (e) all names, marks, and
            General Intangibles affixed or to be affixed or associated thereto;
            and (f) Documents and Documents of Title which represent any of the
            foregoing.

      "INVENTORY ADVANCE RATE": As to any Borrower, the following percentages of
            the Cost of Eligible Inventory of such Borrower specified below for
            the periods indicated:


                                       21
<PAGE>
<TABLE>
<CAPTION>
Borrower                    Period                        Inventory Advance Rate
--------                    ------                        ----------------------
<S>                         <C>                           <C>
Filene's Basement, Inc.     December 15 through           68%
                            August 31 of each year

                            September 1 through           78%
                            December 14 of each year

All other Borrowers         December 15 through           67%
                            October 31 of each year

                            November 1 through            78%
                            December 14 of each year
</TABLE>

      Any Inventory Advance Rate may be increased by the Collateral Agent from
      time to time in its sole discretion by an amount not to exceed two percent
      (2%) from the rates set forth above. Without limiting the generality of
      the Collateral Agent's discretion, the increase of an Inventory Advance
      Rate by the Collateral Agent shall not obligate the Collateral Agent to
      maintain such increased Inventory Advance Rate for any specific period of
      time and the Collateral Agent may reduce the Inventory Advance Rate (but
      not below the levels set forth in the above table) at any time in their
      sole discretion. The increase of the Inventory Advance Rate by the
      Collateral Agent on any one occasion shall not obligate them to increase
      the Inventory Advance Rate on any other occasion.

      "INVENTORY RESERVES": Without duplication, such Reserves as may be
            established from time to time by the Collateral Agent in the
            Collateral Agent's reasonable, good faith discretion with respect to
            the determination of the saleability, at retail, of the Eligible
            Inventory or which reflect such other factors as affect the market
            value of the Eligible Inventory. The Collateral Agent shall furnish
            the Lead Borrower with notice two (2) Business Days prior to
            imposing or changing any Inventory Reserve (unless a Specified Event
            of Default then exists and is continuing, in which event no prior
            notice shall be required). Without limiting the rights of the
            Collateral Agent to establish or modify Inventory Reserves, the
            initial Inventory Reserves on the Effective Date shall be the
            following:

                  (a)   shrinkage;

                  (b)   consigned Inventory; and

                  (b)   damaged Goods.

      "INVESTMENT PROPERTY": Has the meaning given that term in the UCC.

      "IPO" means the proposed initial public offering of Class A Common Shares
            of DSW under the Securities Act, completed substantially as
            described in DSW's Form S-1 Registration Statement, as filed with
            the SEC on March 14, 2005, as amended from time to time, which
            offering shall be completed as a primary offering by DSW.


                                       22
<PAGE>
      "IPO EFFECTIVE DATE" means the date on which the IPO is consummated in
           accordance with the terms of the Underwriting Agreement in the form
           attached to the Form S-1 Registration Statement as filed with the
           SEC on March 14, 2005, as amended from time to time.

      "IPO PRICE" means the price at which each Class A Common Share is offered
           to the public in a Qualifying IPO as set forth on the cover page to
           the prospectus in such IPO.

      "ISSUER": The issuer of any L/C or Banker's Acceptance. The Issuer shall
            be NCB or such other Revolving Credit Lender (or Affiliate of a
            Revolving Credit Lender) as the Lead Borrower (with the consent of
            the Administrative Agent, which consent shall not be unreasonably
            withheld) may select.

      "JEWELRY": Retail Ventures Jewelry, Inc., an Ohio corporation.

      "L/C":Any letter of credit issued pursuant to this Agreement. Without
            limitation, Existing L/Cs shall be deemed to be L/Cs issued under
            this Agreement and shall be entitled to all of the benefits hereof.

      "L/C LANDING COSTS": To the extent not included in the Stated Amount of
           an L/C or a Banker's Acceptance, customs, duty, freight, and other
           out-of-pocket costs and expenses which will be expended to "land"
           the Inventory, the purchase of which is supported by such L/C or
           Banker's Acceptance.

      "L/C FEES": The fees payable in respect of L/Cs pursuant to Section 2.18.

      "LEAD ARRANGER":  NCB.

      "LEAD BORROWER":  Defined in the Preamble.

      "LEASE": Any lease or other agreement, no matter how styled or structured,
            pursuant to which a Borrower is entitled to the use or occupancy of
            any space.

      "LEASEHOLD INTEREST": Any interest of a Borrower as lessee under any
            Lease.

      "LENDERS' SPECIAL COUNSEL": A single counsel, selected by the Majority
            Lenders following the occurrence of an Event of Default, to
            represent the interests of the Revolving Credit Lenders in
            connection with the enforcement, attempted enforcement, or
            preservation of any rights and remedies under this, or any other
            Loan Document, as well as in connection with any "workout",
            forbearance, or restructuring of the credit facility contemplated
            hereby.

      "LETTER-OF-CREDIT RIGHT": Has the meaning given that term in UCC and also
            refers to any right to payment or performance under an L/C, whether
            or not the beneficiary has demanded or is at the time entitled to
            demand payment or performance.

      "LIABILITIES": Includes, without limitation, the following:


                                       23
<PAGE>
                  (a) All and each of the following, arising under this
            Agreement or under any of the other Loan Documents, whether now
            existing or hereafter arising:

                        (i) Any and all direct and indirect liabilities, debts,
                  and obligations of each Borrower to the Agent or any Revolving
                  Credit Lender, each of every kind, nature, and description.

                        (ii) Each obligation to repay any loan, advance,
                  indebtedness, note, obligation, overdraft, or amount now or
                  hereafter owing by any Borrower to the Agent or any Revolving
                  Credit Lender (including all future advances whether or not
                  made pursuant to a commitment by the Agent or any Revolving
                  Credit Lender), whether or not any of such are liquidated,
                  unliquidated, primary, secondary, secured, unsecured, direct,
                  indirect, absolute, contingent, or of any other type, nature,
                  or description, or by reason of any cause of action which the
                  Agent or any Revolving Credit Lender may hold against any
                  Borrower.

                        (iii) All notes and other obligations of each Borrower
                  now or hereafter assigned to or held by the Agent or any
                  Revolving Credit Lender, each of every kind, nature, and
                  description.

                        (iv) All interest, fees, and charges and other amounts
                  which may be charged by the Agent or any Revolving Credit
                  Lender to any Borrower and/or which may be due from any
                  Borrower to the Agent or any Revolving Credit Lender from time
                  to time.

                        (v) All reasonable costs and expenses incurred or paid
                  by the Agent or any Revolving Credit Lender in respect of any
                  agreement between any Borrower and the Agent or any Revolving
                  Credit Lender or instrument furnished by any Borrower to the
                  Agent or any Revolving Credit Lender (including, without
                  limitation, Costs of Collection, reasonable attorneys' fees,
                  and all court and litigation costs and expenses).

                        (vi) Any and all covenants of each Borrower to or with
                  the Agent or any Revolving Credit Lender and any and all
                  obligations of each Borrower to act or to refrain from acting
                  in accordance with any agreement between that Borrower and the
                  Agent or any Revolving Credit Lender or instrument furnished
                  by that Borrower to the Agent or any Revolving Credit Lender.

                        (vii) Each of the foregoing as if each reference to the
                  "the Agent or any Revolving Credit Lender" were to each
                  Affiliate of the Agent.

                  (b) Any and all direct or indirect liabilities, debts, and
            obligations of each Borrower to the Agent or any Affiliate of the
            Agent, each of every kind, nature, and description owing on account
            of any service or accommodation provided to, or for the account of
            any Borrower pursuant to this or any other


                                       24
<PAGE>
            Loan Document, including cash management services, Hedge Agreements,
            and the issuances of L/C's and Banker's Acceptances.

      "LIBOR BUSINESS DAY": Any day which is both a Business Day and a day on
            which the London interbank market in which NCB participates is open
            for dealings in United States Dollar deposits.

      "LIBOR LOAN": Any Revolving Credit Loan which bears interest at a LIBOR
            Rate.

      "LIBOR MARGIN": The Applicable Margin for LIBOR Loans.

      "LIBOR OFFER RATE": For any Interest Period for LIBOR Loans, the quotient
            (rounded upwards, if necessary, to the next 1/100 of 1%) of : (x)
            the per annum rate of interest determined by the Administrative
            Agent in accordance with its usual procedures (which determination
            shall be conclusive absent manifest error) as of approximately 11:00
            a.m. (London time) two LIBOR Business Days prior to the beginning of
            such Interest Period pertaining to such LIBOR Loan, as provided by
            Bloomberg's or Reuters (or any other similar company or service that
            provides rate quotations comparable to those currently provided by
            such companies as the rate in the London interbank market) as the
            rate in the London interbank market for deposits in U.S. Dollars in
            immediately available funds with a maturity comparable to such
            Interest Period divided by (y) a number equal to 1.00 minus the
            Eurocurrency Reserve Percentage. In the event that such rate
            quotation is not available for any reason, then the rate (for
            purposes of clause (x) hereof) shall be the rate, determined by the
            Administrative Agent as of approximately 11:00 a.m. (London time)
            two LIBOR Business Days prior to the beginning of such Interest
            Period pertaining to such LIBOR Loan, to be the average (rounded
            upwards, if necessary, to the next 1/100 of 1%) of the per annum
            rates at which deposits in U.S. Dollars in immediately available
            funds in an amount comparable to NCBC's Revolving Credit Commitment
            Percentage of such LIBOR Loan and with a maturity comparable to such
            Interest Period are offered to the prime banks by leading banks in
            the London interbank market. The LIBOR Offer Rate shall be adjusted
            automatically on and as of the effective date of any change in the
            Eurocurrency Reserve Percentage.

      "LIBOR RATE": That per annum rate which is the aggregate of the LIBOR
            Offer Rate plus the LIBOR Margin.

      "LIQUIDATION": The exercise, by the Collateral Agent, of those rights
            accorded to the Collateral Agent under the Loan Documents as a
            creditor of the Borrowers following and on account of the occurrence
            and continuance of an Event of Default looking towards the
            realization on the Collateral. Derivations of the word "Liquidation"
            (such as "Liquidate") are used with like meaning in this Agreement.

      "LOAN ACCOUNT":   Is defined in Section 2.9.


                                       25
<PAGE>
      "LOAN COMMITMENT": With respect to each Revolving Credit Lender, that
            respective Revolving Credit Lender's Revolving Credit Dollar
            Commitment.

      "LOAN DOCUMENTS": This Agreement, the Facility Guarantee, the Facility
            Guarantors Collateral Documents, the Intercreditor Agreement, and
            each other instrument or document from time to time executed and/or
            delivered in connection with the arrangements contemplated hereby or
            in connection with any transaction with the Agent or any Affiliate
            of the Agent related to this Agreement, including, without
            limitation, any transaction which arises out of any cash management,
            depository, investment, banker's acceptance, letter of credit,
            interest rate protection, Hedge Agreement, or other services
            provided by the Agent or any Affiliate of the Agent, as each may be
            amended from time to time.

      "LOAN PARTY OR LOAN PARTIES": Collectively, the Borrowers and the Facility
            Guarantors.

      "MAJORITY LENDERS": (a) If there are two or fewer Revolving Credit Lenders
            who are not Delinquent Revolving Credit Lenders: All Revolving
            Credit Lenders who are not Delinquent Revolving Credit Lenders.

                  (b) If there are three or more Revolving Credit Lenders who
            are not Delinquent Revolving Credit Lenders: Revolving Credit
            Lenders (other than Delinquent Revolving Credit Lenders) holding at
            least 51% of the Revolving Credit Commitment Percentages of the
            Revolving Credit Dollar Commitments of Revolving Credit Lenders who
            are not Delinquent Revolving Credit Lenders.

      "MATERIAL ACCOUNTING CHANGE": Any change in GAAP applicable to accounting
            periods subsequent to the Parent's fiscal year most recently
            completed prior to the execution of this Agreement, which change has
            a material effect on the Parent's Consolidated financial condition
            or operating results, as reflected on financial statements and
            reports prepared by or for the Parent and its Subsidiaries, when
            compared with such condition or results as if such change had not
            taken place.

      "MATERIAL ADVERSE EFFECT": A material adverse effect on (a) the business,
            operations, property, assets, or financial condition of (i) the Loan
            Parties taken as a whole, or (ii) the Value City Business taken as a
            whole, or (b) the validity or enforceability of this Agreement or
            any of the other Loan Documents or any of the material rights or
            remedies of the Agent or the Revolving Credit Lenders hereunder or
            thereunder.

      "MATURITY DATE":  The earlier of (a) June 28, 2009, or (b) the day
            which is 91 days prior to the maturity date under the Senior
            Non-Convertible Facility.

      "NCB": National City Bank, a national banking association.

      "NCBC": National City Business Credit, Inc., an Ohio corporation.


                                       26
<PAGE>
      "NOMINEE": A business entity (such as a corporation or limited
            partnership) formed by the Collateral Agent to own or manage any
            Post Foreclosure Asset.

      "NON-CONVERTIBLE SENIOR COLLATERAL": All assets of the Loan Parties other
            than Accounts (excluding any right to payment arising from any
            license by a Borrower or any other Loan Party of any intellectual
            property and excluding any insurance proceeds of any real estate or
            Equipment); Inventory; Chattel Paper, Instruments, and Documents
            related to any Accounts or Inventory; Payment Intangibles (including
            tax refunds, but excluding any Payment Intangibles that are proceeds
            of the Non-Convertible Senior Collateral); marketable securities;
            licenses related to department store concessions and the fees
            associated therewith; all Intercompany Notes of the Borrowers and
            Loan Parties other than those described in the Intercreditor
            Agreement; Collection Accounts, DDAs, and credit card proceeds of
            the Borrowers; books and records of the Borrowers and the Loan
            Parties relating to any of the foregoing; and all products and
            Proceeds of the foregoing, including, without limitation, proceeds
            of insurance policies to the extent such proceeds relate to any of
            the foregoing.

      "OPERATING ACCOUNT": Is defined in Section 8.3.

      "OVERLOAN": A loan, advance, or providing of credit support (such as the
            issuance of any L/C) to the extent that, immediately after its
            having been made, Availability, Filene's Availability or VC
            Availability, as applicable, is less than zero.

      "PARENT": Retail Ventures, Inc., an Ohio corporation.

      "PARTICIPANT": Is defined in Section 20.18, hereof.

      "PAYMENT INTANGIBLE": As defined in the UCC and also any general
            intangible under which the Account Debtor's primary obligation is a
            monetary obligation.

      "PERMITTED ACQUISITION": (i) Any Acquisition the cash consideration for
            which is less than $3,000,000 in the aggregate in any fiscal year of
            the Parent and its Subsidiaries and which satisfies the conditions
            set forth in clauses (f), (g), (h), and (i) below, and (ii) any
            other Acquisition in which each of the following conditions are
            satisfied:

                  (a) No Default or Event of Default then exists or would arise
            from the consummation of such Acquisition.

                  (b) Such Acquisition shall have been approved by the Board of
            Directors of the Person (or similar governing body if such Person is
            not a corporation) which is the subject of such Acquisition and such
            Person shall not have announced that it will oppose such Acquisition
            or shall not have commenced any action which alleges that such
            Acquisition will violate applicable law.

                  (c) The Lead Borrower shall have furnished the Collateral
            Agent with ten (10) days prior notice of such intended Acquisition
            and shall have furnished


                                       27
<PAGE>
            the Collateral Agent with a current draft of the acquisition
            agreement and other acquisition documents, a summary of any due
            diligence undertaken by the Parent and/or the Borrowers in
            connection with such Acquisition, appropriate financial statements
            of the Person which is the subject of such Acquisition, pro forma
            projected financial statements for the twelve month period following
            such Acquisition after giving effect to such Acquisition (including
            balance sheets, cash flows and income statements by month for the
            acquired Person, individually, and on a consolidated basis with all
            Loan Parties), and such other information as the Collateral Agent
            may reasonably require, each of which shall be reasonably
            satisfactory to the Collateral Agent.

                  (d) The structure of the Acquisition shall be acceptable to
            the Collateral Agent in its reasonable judgment. If an Acquisition
            of capital stock or other equity interests, after consummation of
            such Acquisition, the Parent or a Borrower shall own directly or
            indirectly a majority of the equity interests in the Person being
            acquired and shall control a majority of any voting interests,
            and/or shall otherwise Control the Person being acquired.

                  (e) The Collateral Agent shall have received (i) the results
            of appraisals of the assets (or the assets of the Person) to be
            acquired in such Acquisition and of a commercial finance examination
            of the Person which is (or whose assets are) being acquired, and
            (ii) such other due diligence as the Collateral Agent may reasonably
            require, all of the results of the foregoing to be reasonably
            satisfactory to the Collateral Agent.

                  (f) Any assets acquired shall be utilized in, and if the
            Acquisition involves a merger, consolidation or stock acquisition,
            the Person which is the subject of such Acquisition shall be engaged
            in, only those businesses permitted under Section 5.19, below.

                  (g) If the Person which is the subject of such Acquisition is
            a Subsidiary of the Parent or a Borrower, such Subsidiary shall have
            executed such documents as may be necessary to be joined as a
            "Borrower" or "Facility Guarantor" hereunder , as determined by the
            Collateral Agent, and the Collateral Agent shall have received a
            first priority security and mortgage interest (subject to Permitted
            Encumbrances) in such Subsidiary's capital stock, inventory,
            accounts, equipment, real estate, leaseholds, and other property of
            the same nature as constitutes Collateral under this Agreement in
            order to secure the Liabilities.

                  (h) The total consideration paid for all Acquisitions (whether
            in cash, tangible property, notes or other property (other than
            capital stock of the Parent)) after the Effective Date, shall not
            exceed in the aggregate the sum of $20,000,000.

                  (i) Excess Availability immediately prior to such Acquisition,
            immediately after giving effect thereto, and projected Excess
            Availability on a pro forma projected basis for the twelve months
            immediately following such Acquisition, shall not be less than
            $70,000,000.


                                       28
<PAGE>
      "PERMITTED DISPOSITION": Shall mean any of the following:

                  (a) Licenses of intellectual property or licensed or leased
            departments of a Loan Party or any of its Subsidiaries in the
            ordinary course of business or to any other Loan Party;

                  (b) Leases or subleases of Leases, to the extent at any point
            in time such Lease or subleases have anticipated minimum fixed
            annual rental payments of not more than $3,000,000 in the aggregate;

                  (c) Sales, assignments, transfers, conveyances or other
            dispositions of any or all of the property specified in EXHIBIT 1.7
            hereof; provided that in connection with a sale or similar
            disposition of any such property, if a Loan Party receives a note or
            similar obligations as all or part of the consideration therefor,
            such Loan Party shall secure such note or obligation with a mortgage
            or similar Lien on such property and pledge such note or other
            obligation to the Collateral Agent as security for the Liabilities
            pursuant to the terms of the Loan Documents;

                  (d) Sales of Inventory and Equipment in connection with store
            closures permitted in accordance with the provisions of Section
            5.4(c) hereof, provided that all sales of Inventory in connection
            with store closings (1) after the occurrence and during the
            continuance of an Event of Default, or (2) consisting of more than
            fifteen (15) retail stores at the same time, shall be in accordance
            with liquidation agreements and with liquidators reasonably
            acceptable to the Collateral Agent;

                  (e) the sale, lease or transfer of any property to the Parent
            or to any Loan Party;

                  (f) as long as no Event of Default then exists or would arise
            therefrom, the dividend, distribution or other transfer of the
            capital stock of DSW owned by the Parent to the stockholders of the
            Parent;

                  (g) as long as no Event of Default then exists or would arise
            therefrom, the sale or other transfer of the capital stock of DSW
            owned by the Parent in order to pay taxes of the Parent and its
            Subsidiaries then due (or resulting from such sale) or to pay the
            Indebtedness owed by the Parent to the Lead Borrower pursuant to the
            promissory note date January 1, 2005, made by the Parent payable to
            the order of the Lead Borrower in the principal amount of
            $240,000,000 (the "RVI Note"), with such payments to be applied by
            the Lead Borrower first, to the payment of amounts owed under the
            Senior Non-Convertible Facility, and then, after all such amounts
            under the Senior Non-Convertible Facility have been paid in full, to
            the payment of the Liabilities hereunder; and

                  (h) (i) the sale of any property, land or building (including
            any related receivables or other intangible assets) to DSW, DSW Shoe
            or any Person which is not a Subsidiary of the Parent, or (ii) in
            addition to the transfers


                                       29
<PAGE>
            described in clauses (f) and (g) of this definition, the sale of the
            entire capital stock (or other equity interests) and Indebtedness of
            any Subsidiary owned by a Loan Party to any Person which is not a
            Subsidiary of a Borrower, or (iii) the consummation of any other
            asset sale with a Person who is not a Subsidiary of a Borrower,
            provided that, in each case ((i)-(iii)):

                  A.    the consideration for such transaction represents fair
                        value, and at least 90% of such consideration consists
                        of cash, provided that in connection with a sale or
                        similar disposition of any such Property, if a Loan
                        Party receives a note or similar obligations as all or
                        part of the consideration therefor, such Loan Party
                        shall secure such note or obligation with a mortgage or
                        similar Lien on such Property and pledge such note or
                        other obligation to the Collateral Agent as security for
                        the Liabilities pursuant to the terms of the Loan
                        Documents;

                  B.    the aggregate consideration for all such transactions
                        completed in any fiscal year does not exceed $500,000,

                  C.    the aggregate consideration for all such transactions
                        completed after the Effective Date does not exceed
                        $1,500,000, and

                  D.    other than in connection with a transaction, the
                        aggregate consideration for which is equal to an amount
                        less than $500,000, at least five (5) Business Days
                        prior to the date of completion of such transaction such
                        Loan Party shall have delivered to the Agent an
                        officer's certificate executed on behalf of such Loan
                        Party by an Authorized Officer of such Loan Party, which
                        certificate shall contain a description of the proposed
                        transaction, the date such transaction is scheduled to
                        be consummated, the estimated purchase price or other
                        consideration for such transaction, financial
                        information pertaining to compliance with the preceding
                        clause (A), and which shall (if requested by the Agent)
                        include a certified copy of the draft or definitive
                        documentation pertaining thereto.

      "PERMITTED ENCUMBRANCES": Shall mean any of the following:

                  (a) Encumbrances for taxes not yet delinquent or which are
            being contested in good faith by appropriate proceedings, provided
            that adequate reserves with respect thereto are maintained on the
            books of the Borrowers in accordance with GAAP, and provided further
            that, no notice of tax lien has been filed with respect thereto;

                  (b) Encumbrances in respect of property or assets imposed by
            law in the ordinary course of business, such as carrier's,
            warehousemen's, mechanics', materialmen's, repairmen's, landlord's
            or similar Encumbrances arising in the ordinary course of business
            which (i) are not overdue in accordance with customary business
            practices and consistent with the applicable Loan Party's prior


                                       30
<PAGE>
            practices, and do not in the aggregate materially detract from the
            value of such property or assets or materially impair the use
            thereof in the operation of the business of the Loan Parties, or
            (ii) are being contested in good faith by a Loan Party, by
            appropriate proceedings diligently instituted and conducted and
            without danger of any material risk to the Collateral and adequate
            reserves or other appropriate provision, if any, as shall be
            required in conformity with GAAP shall have been made therefor;

                  (c) Encumbrances, pledges or deposits in connection with
            workers' compensation, unemployment insurance and other types of
            social security;

                  (d) Deposits to secure the performance of tenders, bids,
            sales, trade and government contracts, leases, statutory
            obligations, surety, appeal, and supersedeas bonds, warranty,
            advance payment, customs, performance and return-of-money bonds and
            other obligations of a like nature in the ordinary course of
            business (exclusive of obligations in respect of the payment of
            borrowed money) whether pursuant to statutory requirements, common
            law or consensual arrangements;

                  (e) Easements, rights of way, leases, zoning or deed
            restrictions, licenses, covenants, building, restrictions, minor
            defects or irregularities in title and other similar real estate
            encumbrances incurred in the ordinary course of business that in the
            aggregate do not materially interfere with the conduct of the
            business of the Loan Parties; defects and irregularities in titles,
            survey exceptions, encumbrances, easements or reservations of others
            for rights-of-way, roads, pipelines, railroad crossings, services,
            utilities or other similar purposes; outstanding mineral rights or
            reservations (including rights with respect to the removal of
            material resource) which do not materially diminish the value of the
            surface estate, assuming usage of such surface estate similar to
            that being carried on by any Loan Party as of the effective date;

                  (f) Any interest or title of a lessor under any lease entered
            into by any Loan Party in the ordinary course of business not in
            violation of the Loan Documents;

                  (g) Any interest or title of any lessee under any leases or
            subleases of real property of a Loan Party not in violation of the
            requirements of the Loan Documents, provided that all such
            Encumbrances do not in the aggregate materially detract from the
            value of such Loan Party's property or materially impair the use
            thereof in the operation of such Loan Party's business;

                  (h) Encumbrances arising from financing statements regarding
            property subject to Capital Leases not in violation of the
            requirements of the Loan Documents, provided that such Encumbrances
            are only in respect of the property subject to, and secure only, the
            respective lease;

                  (i) Rights of consignors of goods to a Loan Party as
            consignee;


                                       31
<PAGE>
                  (j) Encumbrances arising from judgments, decrees or
            attachments in existence less than 30 days after the entry thereof,
            with respect to which execution has been stayed and with respect to
            which payment in full above any applicable deductible is covered by
            insurance or a bond, or in circumstances not constituting an Event
            of Default under Section 11.10(a);

                  (k) Encumbrances created by this Agreement or the other Loan
            Documents;

                  (l) Encumbrances (i) listed on EXHIBIT 4.5(A), annexed hereto,
            or (ii) arising out of the refinancing, extension, renewal or
            refunding of any Indebtedness secured by any such Encumbrances,
            provided that the principal amount of such Indebtedness is not
            increased and such Indebtedness is not secured by any additional
            assets;

                  (m) Encumbrances which are placed upon Equipment or
            improvements to real property (including the associated real
            property) used in the ordinary course of business of a Loan Party or
            any Subsidiary (other than DSW, DSW Shoe and their Subsidiaries) (i)
            at the time of (or within 90 days after) the acquisition of such
            Equipment or the completion of such improvements by such Loan Party
            or any such Subsidiary (other than DSW, DSW Shoe and their
            Subsidiaries) to secure Indebtedness incurred to pay or finance all
            or a portion of the purchase price or other cost thereof, provided
            that the Encumbrance on the Equipment so acquired or the real
            property so improved does not encumber any other asset of such Loan
            Party or any such Subsidiary; or (ii) are existing on Equipment or
            real property at the time acquired by a Loan Party or any Subsidiary
            or on assets of a Person at the time such Person first becomes a
            Subsidiary of the Borrower; provided that (A) any such Encumbrances
            were not created at the time of or in contemplation of the
            acquisition of such assets or Person by a Loan Party or any
            Subsidiaries; (B) in the case of any such acquisition of a Person,
            any such Encumbrance attaches only to the Equipment or real estate,
            as applicable, of such Person; and (C) in the case of any such
            acquisition of Equipment or real estate by a Loan Party or any
            Subsidiary, any such Encumbrance attaches only to the property and
            assets so acquired and not to any other property or assets of such
            Loan Party or any such Subsidiary; provided that the Encumbrances
            outstanding from time to time under this clause (m) shall not secure
            any Indebtedness other than Permitted Indebtedness described in
            clause (c) of such definition;

                  (n) Encumbrances securing Indebtedness assumed in connection
            with, or continuing to exist after, but not incurred in connection
            with, or contemplation of, a Permitted Acquisition, which
            Encumbrances were in effect prior to the consummation of the
            Permitted Acquisition, provided that such Encumbrances may not
            extend to any Accounts, Inventory, or General Intangibles of the
            Loan Parties or of the Person so acquired;

                  (o) An Encumbrance granted by any Loan Party in connection
            with the Senior Non-Convertible Facility; and


                                       32

<PAGE>
                  (p) An Encumbrance granted by the Parent in favor of the Lead
            Borrower on the capital stock of DSW and Filene's.

      The inclusion of the foregoing as "Permitted Encumbrances" shall not limit
      or impair the right of the Collateral Agent to impose Reserves on account
      thereof in accordance with the provisions of this Agreement.

      "PERMITTED INDEBTEDNESS": Shall mean any of the following:

                  (a) Indebtedness incurred under this Agreement and the other
            Loan Documents including any Indebtedness on account of the
            Revolving Credit.

                  (b) Any Indebtedness incurred under the Senior
            Non-Convertible Facility.

                  (c) Indebtedness on account of Equipment or improvements to
            real property acquired in compliance with the requirements of
            subparagraph (m) of the definition of Permitted Encumbrances, the
            incurrence of which would not otherwise be prohibited by this
            Agreement; provided that such Indebtedness shall not exceed
            $10,000,000 in the aggregate at any time outstanding for all Loan
            Parties and, with respect to the Parent only, shall not exceed
            $5,000,000 in the aggregate outstanding at any time;

                  (d) (i) Indebtedness consisting of all obligations of a Loan
            Party or any Subsidiary (other than DSW, DSW Shoe and their
            Subsidiaries) as lessee under Capital Leases, and

                      (ii) Indebtedness consisting of all obligations of a
            Loan Party or any Subsidiary (other than DSW, DSW Shoe and their
            Subsidiaries) under any lease (i) which is accounted for by the
            lessee as an operating lease and (ii) under which the lessee is
            intended to be the "owner" of the leased property for Federal income
            tax purposes;

            provided that (A) at the time of any incurrence thereof after the
            date hereof, and after giving effect thereto, no Event of Default
            shall have occurred and be continuing or would result therefrom; and
            (B) the aggregate outstanding principal amount (using the
            obligations in lieu of principal amount, in the case of any Capital
            Lease, or present value, based on the implicit interest rate, in
            lieu of principal amount, in the case of any lease described above
            in part (ii)) of Indebtedness permitted by this clause (d) shall not
            exceed $10,000,000 in the aggregate principal amount outstanding at
            any time for all Loan Parties and, with respect to the Parent only,
            shall not exceed $5,000,000 in the aggregate principal amount
            outstanding at any time.

                  (e) Indebtedness of the Loan Parties and any Subsidiary (other
            than DSW, DSW Shoe and their Subsidiaries) under Hedge Agreements
            other than for speculative purposes with any Revolving Credit Lender
            or an Affiliate of a Revolving Credit Lender to which the agent
            under the Senior Non-Convertible


                                       33
<PAGE>
            Facility has consented in accordance with agreements evidencing the
            Senior Non-Convertible Facility.

                  (f) The Indebtedness listed on EXHIBIT 4.6, annexed
            hereto;

                  (g) Indebtedness to sellers in connection with Permitted
            Acquisitions;

                  (h) Intercompany indebtedness between and among the Loan
            Parties (other than the Parent) pursuant to loans and advances
            permitted in accordance with Subsection 5.17(f), below, and
            intercompany Indebtedness due to the Parent by any other Loan Party
            to the extent permitted hereunder;

                  (i) Indebtedness with respect to indemnities, warranties,
            statutory obligations, and surety, appeal and supersedeas bonds
            incurred in the ordinary course of business;

                  (j) Indebtedness in respect of overdraft protections and
            otherwise in connection with deposit accounts;

                  (k) Indebtedness arising out of the refinancing, extension,
            renewal or refunding of any Indebtedness permitted under this
            Agreement, provided that the principal amount of such Indebtedness
            is not increased from the amount outstanding at the time of such
            refinancing;

                  (l) Indebtedness owed by the Parent to any of the other Loan
            Parties in an amount not to exceed $5,000,000 (less amounts paid
            under Section 5.16(a) hereof) in the aggregate at any time
            outstanding; and

                  (m) Intercompany Indebtedness between and among the Loan
            Parties, as evidenced by the Intercompany Notes.

      "PERMITTED INVESTMENTS": Shall mean each of the following:

                  (a) direct obligations of, or obligations the principal of and
            interest on which are unconditionally guaranteed by, the United
            States of America (or by any agency thereof to the extent such
            obligations are backed by the full faith and credit of the United
            States of America), in each case maturing not more than one year
            from the date of acquisition thereof;

                  (b) investments in commercial paper maturing not more than one
            year from the date of acquisition thereof and having, at such date
            of acquisition, the highest credit rating obtainable from Standard &
            Poors or from Moody's Investment Services, Inc.;

                  (c) investments in certificates of deposit, banker's
            acceptances and time deposits maturing not more than one year from
            the date of acquisition thereof issued or guaranteed by or placed
            with, and money market deposit accounts issued or offered by, any
            domestic office of any financial institution organized under the
            laws of the United States of America or any State thereof that


                                       34
<PAGE>
            has a combined capital and surplus and undivided profits of not less
            than $500,000,000;

                  (d) fully collateralized repurchase agreements with a term of
            not more than 30 days for securities described in clause (a) above
            (without regard to the limitation on maturity contained in such
            clause) and entered into with a financial institution satisfying the
            criteria described in clause (c) above;

                  (e) marketable direct obligations issued by any state of the
            United States of America or any political subdivision of any such
            state or any public instrumentality thereof maturing within one year
            from the date of acquisition thereof and, at the time of
            acquisition, having one of the two highest ratings obtainable from
            either Standard & Poors or from Moody's Investment Services, Inc.;

                  (f) investments in money market funds, substantially all the
            assets of which are comprised of securities of the types described
            in clauses (a) through (e) above;

                  (g) investments acquired by a Loan Party or any of its
            Subsidiaries (i) in exchange for any other investment held by such
            Loan Party or any such Subsidiary in connection with or as a result
            of a bankruptcy, workout, reorganization or recapitalization of the
            issuer of such other investment, or (ii) as a result of a
            foreclosure by such Loan Party or any of its Subsidiaries with
            respect to any secured investment or other transfer of title with
            respect to any secured investment in default;

                  (h) investments by a Loan Party in the capital of any
            wholly-owned Subsidiary of such Loan Party, including without
            limitation, any Permitted Acquisitions, provided that such Loan
            Party has complied with the provisions of Section 5.21 hereof with
            respect to such Subsidiary;

                  (i) to the extent not permitted by the foregoing clauses,
            existing investments in any Subsidiaries (and any increases thereof
            attributable to increases in retained earnings);

                  (j) to the extent not permitted by the foregoing clauses,
            the existing investments described on EXHIBIT 1.6 hereto;

                  (k) investments of a Loan Party and any Subsidiary in Hedge
            Agreements other than for speculative purposes, to which the agent
            under the Senior Non-Convertible Facility has consented in
            accordance with agreements evidencing the Senior Non-Convertible
            Facility;

                  (l) investments of any Person which are outstanding at the
            time such Person becomes a Subsidiary of a Loan Party as a result of
            a Permitted Acquisition, but not any increase in the amount thereof
            unless otherwise permitted by this Agreement;


                                       35
<PAGE>
                  (m) any other investments (whether in the form of cash or
            contribution of property, and if in the form of a contribution of
            property, such property shall be valued for purposes of this clause
            at the fair value thereof) in any corporation, partnership, limited
            liability company, joint venture or other business entity, which is
            not itself a Subsidiary of the Parent or a Borrower or owned or
            Controlled by any director, officer or employee of the Parent or a
            Borrower or any of its Subsidiaries, not otherwise permitted by the
            foregoing clauses, made after the Effective Date, shall be permitted
            to be incurred if (i) no Event of Default shall have occurred and be
            continuing, or would result therefrom, and (ii) the aggregate
            cumulative amount of such investments (together with any loans and
            advances permitted under Sections 5.6 and 5.17) does not exceed
            $6,000,000; and

                  (n) investments by the Parent in the capital stock of DSW
            existing on the Effective Date and increases thereof due to
            retained earnings;

            provided that, except for Excluded Property and loans to officers
            and directors, all such Permitted Investments are subject to a
            perfected Encumbrance in favor of the Collateral Agent.

      "PERSON": Any natural person, and any corporation, limited liability
            company, trust, partnership, joint venture, or other enterprise
            or entity.

      "POST FORECLOSURE ASSET": All or any part of the Collateral, ownership of
            which is acquired by the Collateral Agent or a Nominee on account of
            the "bidding in" at a disposition as part of a Liquidation or by
            reason of a "deed in lieu" type of transaction.

      "PROTECTIVE OVERADVANCES": Revolving Credit Loans which are OverLoans, but
            as to which each of the following conditions is satisfied: (a) when
            aggregated with all other Revolving Credit Loans, SwingLine Loans,
            Protective OverAdvances and the Stated Amount of L/Cs and Banker's
            Acceptances, the Revolving Credit Ceiling is not exceeded; and (b)
            when aggregated with all other Protective OverAdvances, such
            Revolving Credit Loans do not aggregate more than $13,750,000; (c)
            such Protective OverAdvances shall not remain outstanding for more
            than forty-five (45) days in any period of one hundred eighty (180)
            consecutive days, and (d) such Revolving Credit Loans are made or
            undertaken in the Administrative Agent's reasonable, good faith
            discretion (or as directed by the Collateral Agent) to protect and
            preserve the interests of the Revolving Credit Lenders. Overadvances
            on account of circumstances beyond the control of the Agent (such as
            a drop in collateral value) shall not be deemed "Protective
            Overadvances" and shall not be subject to the limitations contained
            herein.

      "PROCEEDS": Includes, without limitation, "Proceeds" as defined in the
            UCC.

      "QUALIFYING IPO": means an IPO that satisfies each of the following
            conditions:


                                       36
<PAGE>
                  (a) Not more than 40% of the value (as of the IPO Effective
            Date calculated by reference to the IPO Price) of all issued and
            outstanding DSW Common Stock shall be sold in connection with the
            IPO;

                  (b) Immediately following the IPO and the application of the
            net cash proceeds thereof, DSW Common Stock having not less than 60%
            of the value (as of the IPO Effective Date calculated by reference
            to the IPO Price) of all issued and outstanding DSW Common Stock,
            shall be held (directly or indirectly) by Parent, free and clear of
            all Encumbrances, other than (i) Encumbrances in favor of the agent
            under the Senior Non-Convertible Facility, and (ii) Encumbrances
            permitted by clause (p) of the definition of Permitted Encumbrances;

                  (c) The sale price of the Class A Common Shares sold in the
            IPO shall reflect the fair market value of such Class A Common
            Shares on the IPO Effective Date;

                  (d) The Net Cash Proceeds from the IPO shall be sufficient to
            repay in full in cash all obligations outstanding under the CCM Term
            Loan Facilities; and

                  (e) The IPO Effective Date shall be on or prior to December
            31, 2005.

      "RECEIPTS": All cash, cash equivalents, money, checks, credit card
            slips, receipts and other Proceeds from any sale of the
            Collateral.

      "RECEIVABLES COLLATERAL": That portion of the Collateral which consists of
            Accounts, Payment Intangibles, Chattel Paper, Instruments, Documents
            of Title, Documents, Investment Property, Payment Intangibles,
            Letter-of-Credit Rights, bankers' acceptances, and all other rights
            to payment.

      "RELATED BUSINESS": Any business or enterprise consisting of any
            of the following:

                  (a) asset maximization services; or

                  (b) asset valuation services.

      "RELEASE": Any spilling, leaking, pumping, pouring, emitting, emptying,
            discharging, injecting, escaping, leaching, seeping, migrating,
            dumping or disposing of any Hazardous Material (including the
            abandonment or discarding of barrels, containers and other closed
            receptacles containing any Hazardous Material) into the indoor or
            outdoor environment, including, without limitation, the movement of
            Hazardous Materials through or in the ambient air, soil, surface or
            ground water, or property, which is in violation of any
            Environmental Laws.

      "REGISTER": Is defined in Section 17.2(c).

      "REQUIREMENTS OF LAW":  As to any Person:

                  (a) Applicable Law.

                  (b) That Person's organizational documents.


                                       37
<PAGE>
                  (c) That Person's by-laws and/or other instruments which deal
            with corporate or similar governance, as applicable.

      "RESERVES": The following: Availability Reserves and Inventory Reserves.

      "REVOLVING CREDIT": Is defined in Section 2.1.

      "REVOLVING CREDIT CEILING": $275,000,000.00.

      "REVOLVING CREDIT DOLLAR COMMITMENT": As set forth on EXHIBIT 2.22,
            annexed hereto (as such amounts may change in accordance with the
            provisions of this Agreement).

      "REVOLVING CREDIT LENDERS": Each Revolving Credit Lender to which
            reference is made in the Preamble of this Agreement and any other
            Person who becomes a "Revolving Credit Lender" in accordance with
            the provisions of this Agreement.

      "REVOLVING CREDIT LOANS": Loans made under the Revolving Credit, except
            that where the term "Revolving Credit Loan" is used with reference
            to available interest rates applicable to the loans under the
            Revolving Credit, it refers to so much of the unpaid principal
            balance of the Loan Account as bears the same rate of interest for
            the same Interest Period. (See Section 2.12(d)).

      "REVOLVING CREDIT NOTE": Is defined in Section 2.10.

      "REVOLVING CREDIT COMMITMENT PERCENTAGE": As set forth on EXHIBIT 2.22,
            annexed hereto (as such amounts may change in accordance with the
            provisions of this Agreement).

      "RVI  NOTE": Has the meaning set forth in clause (g) of the definition of
            Permitted Dispositions.

      "SEC": The Securities and Exchange Commission.

      "SENIOR NON-CONVERTIBLE FACILITY": The credit facility set forth in the
            Senior Subordinated Convertible Loan Agreement dated as of March 15,
            2000, amended from time to time prior to the Effective Date and as
            amended and restated June 11, 2002, in the present principal amount
            of $75,000,000.00, and as most recently amended and restated on the
            Effective Date.

       "SPECIFIED EVENT OF DEFAULT": An Event of Default arising under
            any of the following sections of this Agreement:

                  (a) SECTION 11.1.

                  (b) SECTION 11.2.

                  (c) SECTION 11.3 (with respect to Sections 5.16, 5.17, 5.20,
            and Article 8 only).


                                       38
<PAGE>
                  (d) SECTION 11.5 (with respect to a breach of Sections
            4.5, and 5.26 only).

                  (e) SECTION 11.6.

                  (f) SECTION 11.11.

                  (g) SECTION 11.12.

                  (h) SECTION 11.15.

      "STATED AMOUNT": The maximum amount for which an L/C or Banker's
            Acceptance may be honored.

      "SUBSIDIARY": Any corporation, association, partnership, limited liability
            company, trust, or other business entity of which the designated
            parent shall at any time own directly or indirectly through a
            Subsidiary or Subsidiaries at least a majority (by number of votes
            or Controlling interests) of the outstanding voting interests.

      "SUPERMAJORITY LENDERS": Revolving Credit Lenders (other than Delinquent
            Revolving Credit Lenders) holding 66-2/3% or more of the Revolving
            Credit Commitment Percentages (calculated without regard to any
            Revolving Credit Commitment Percentage of any Delinquent Revolving
            Credit Lender).

      "SUPPORTING OBLIGATION": Has the meaning given that term in the UCC and
            also refers to a Letter-of-Credit Right or secondary obligation
            which supports the payment or performance of an Account, Chattel
            Paper, a Document, a General Intangible, an Instrument, or
            Investment Property.

      "SWINGLINE": The facility pursuant to which the SwingLine Lender may
            advance Revolving Credit Loans aggregating up to the SwingLine Loan
            Ceiling.

      "SWINGLINE LENDER": NCBC.

      "SWINGLINE LOAN CEILING": $25,000,000.00 (subject to increase as
            provided in Section 16.4(e)).

      "SWINGLINE LOANS": Defined in Section 2.8.

      "TERMINATION DATE": The earliest of (a) the Maturity Date; or (b) the date
            of the occurrence of any event described in Section , below; or (c)
            the date designated as the Termination Date in the Administrative
            Agent's notice to the Lead Borrower setting the Termination Date on
            account of the occurrence of any Event of Default other than as
            described in Section , below; or (d) that date designated as the
            Termination Date, thirty (30) days irrevocable written notice of
            which is provided by the Lead Borrower to the Administrative Agent.

      "TRANSFER": Wire transfer pursuant to the wire transfer system maintained
            by the Board of Governors of the Federal Reserve Board, or as
            otherwise may be agreed to


                                       39
<PAGE>
            from time to time by the Administrative Agent making such Transfer
            and the subject Revolving Credit Lender. Wire instructions may be
            changed in the same manner that Notice Addresses may be changed
            (Section 18.1), except that no change of the wire instructions for
            Transfers to any Revolving Credit Lender shall be effective without
            the consent of the Administrative Agent.

      "UCC": The Uniform Commercial Code as in effect from time to time in the
            State of Ohio.

      "UNANIMOUS CONSENT": Consent of Revolving Credit Lenders (other than
            Delinquent Revolving Credit Lenders) holding 100% of the Loan
            Commitments (other than Loan Commitments held by a Delinquent
            Revolving Credit Lender).

      "UNDERWRITING FEE": Is defined in Section 2.13.

      "UNRESTRICTED SUBSIDIARY": Those Subsidiaries of the Lead Borrower
            described on EXHIBIT 1.5 hereto.

      "UNUSED LINE FEE": As defined in Section 2.14.

      "VALUE CITY BUSINESS": The Borrowers' business other than the Filene's
            Business.

      "VALUE CITY ENTITIES": VCDS LLC, Gramex, VC Michigan, GBR and
            Jewelry.

      "VC AVAILABILITY": The lesser of:

                  (a) the result of the following:

                        (i)   The lesser of

                              (A) The Revolving Credit Ceiling

                                       or

                              (B) The VC Borrowing Base

                        Minus

                        (ii)  The aggregate unpaid balance of the Loan Account
                              attributable to Revolving Credit Loans made to the
                              Value City Entities.

                        Minus

                        (iii) The aggregate undrawn Stated Amount of all then
                              outstanding L/Cs and Banker's Acceptances issued
                              for the account of the Value City Entities.

                        Minus


                                       40
<PAGE>
                        (iv)  The aggregate of the Availability Reserves
                              attributable to the Value City Entities.

                        or

                  (b) Availability.

      "VC BORROWING BASE": The aggregate of the following:

                  (a) The face amount of Eligible Credit Card Receivables
            of the Value City Entities multiplied by the Credit Card Advance
            Rate.

                        Plus

                  (b) The lesser of (a) the Cost of Eligible Inventory (net of
            Inventory Reserves) of the Value City Entities multiplied by the
            Inventory Advance Rate or (b) the Appraised Inventory Percentage of
            the Appraised Inventory Liquidation Value of the Inventory of the
            Value City Entities.

      "VC MICHIGAN": Has the meaning given that term in the Preamble hereto.

      "VCDS LLC": Value City Department Stores LLC, an Ohio limited liability
            company.

ARTICLE 2 - THE REVOLVING CREDIT:

      2.1.  ESTABLISHMENT OF  REVOLVING CREDIT.

            (a) The Revolving Credit Lenders hereby establish a revolving line
of credit (the "REVOLVING CREDIT") in the Borrowers' favor pursuant to which
each Revolving Credit Lender, subject to, and in accordance with, this
Agreement, acting through the Administrative Agent, shall make loans and
advances and otherwise provide financial accommodations to and for the account
of the Borrowers as provided herein.

            (b) Loans, advances, and financial accommodations under the
Revolving Credit shall be made (i) with respect to Filene's, with reference to
the Filene's Borrowing Base and shall be subject to Filene's Availability, and
(ii) with respect to the Value City Entities, with reference to the VC Borrowing
Base and shall be subject to VC Availability, and (iv) with respect to all
Borrowers, with reference to Availability. The Borrowing Base, the Filene's
Borrowing Base, the VC Borrowing Base, Availability, Filene's Availability and
VC Availability shall be determined by the Administrative Agent by reference to
Borrowing Base Certificates furnished as provided in Section 6.4, below, and
shall be subject to the following:

                        (A) Such determination shall take into account such
            Reserves as the Administrative Agent may determine as being
            applicable thereto.

                        (B) The Cost of Eligible Inventory will be determined in
            a manner consistent with current tracking practices of the Borrowers
            as in effect on the date hereof and as previously disclosed to the
            Administrative Agent, based on the Borrowers' stock ledgers
            inventory.


                                       41
<PAGE>
            (c) The commitment of each Revolving Credit Lender to provide such
loans, advances, and financial accommodations is subject to Section 2.22.

            (d) The proceeds of borrowings under the Revolving Credit shall be
used for the Borrowers' working capital and general corporate purposes
(including, intercompany loans), all solely to the extent permitted by this
Agreement. No proceeds of a borrowing under the Revolving Credit may be used,
nor shall any be requested, with a view towards the accumulation of any general
fund or funded reserve of the Borrowers other than in the ordinary course of the
Borrowers' business and consistent with the provisions of this Agreement.

      2.2.  ADVANCES IN EXCESS OF BORROWING BASE (OVERLOANS).

            (a) Except as provided in Section 16.3(a), no Revolving Credit
Lender has any obligation to any Borrower to make any loan or advance, or
otherwise to provide any credit to or for the benefit of any Borrower where the
result of such loan, advance, or credit is an OverLoan.

            (b) The Revolving Credit Lenders' obligations, among themselves, are
subject to (among other provisions of this Agreement) Section 13.3(a) (which
relates to each Revolving Credit Lender's making amounts available to the
Administrative Agent) and (which relates to Protective OverAdvances).

            (c) The Revolving Credit Lenders' providing of an OverLoan on any
one occasion does not affect the obligations of each Borrower hereunder
(including each Borrower's obligation to immediately repay any amount which
otherwise constitutes an OverLoan) nor obligate the Revolving Credit Lenders to
do so on any other occasion.

      2.3. RISKS OF VALUE OF COLLATERAL. The Agent's reference to a given asset
in connection with the making of loans, credits, and advances and the providing
of financial accommodations under the Revolving Credit and/or the monitoring of
compliance with the provisions hereof shall not be deemed a determination by the
Agent or any Revolving Credit Lender relative to the actual value of the asset
in question. All risks concerning the value of the Collateral are and remain
upon the Borrowers. All Collateral secures the prompt, punctual, and faithful
performance of the Liabilities whether or not relied upon by the Administrative
Agent in connection with the making of loans, credits, and advances and the
providing of financial accommodations under the Revolving Credit.

      2.4. COMMITMENT TO MAKE REVOLVING CREDIT LOANS AND SUPPORT LETTERS OF
CREDIT. Subject to the provisions of this Agreement, the Revolving Credit
Lenders shall make a loan or advance under the Revolving Credit and the
Administrative Agent shall endeavor to have an L/C or Banker's Acceptance issued
for the account of one or more of the Loan Parties, in each instance if duly and
timely requested by the Lead Borrower as provided herein provided that:

            (a) No OverLoan is then outstanding and none will result therefrom.

            (b) No Borrower is then in Default and none will thereby become in
Default.


                                       42
<PAGE>
            (c) Notwithstanding anything to the contrary contained in this
Agreement, L/C's and Bankers Acceptances issued for the account of the Parent
shall be limited to those L/Cs required to support the workman's compensation
obligations of the Parent and its Subsidiaries (other than DSW, DSW Shoe and
their Subsidiaries) and for no other purpose.

      2.5.  REVOLVING CREDIT LOAN REQUESTS.

            (a) Requests for loans and advances under the Revolving Credit or
for the continuance or conversion of an interest rate applicable to a Revolving
Credit Loan may be requested by the Lead Borrower in accordance with the
provisions of Sections 2.5(b) through and including 2.5(d) hereof, by written or
telephonic notice (in the case of telephonic notice, promptly confirmed in
writing if so requested by the Administrative Agent). Such notice of borrowing
shall be substantially in the form of EXHIBIT 2.5 hereto, signed by the Lead
Borrower and transmitted to the Administrative Agent by telecopier. Each such
notice shall be irrevocable and shall specify (i) the proposed Borrower (i.e.
Filene's or one of the Value City Entities, as applicable), (ii) the amount of
the proposed borrowing and the date thereof (which shall be a Business Day) and
(iii) whether the borrowing then being requested is to be a borrowing of Base
Margin Loans or LIBOR Loans and, if LIBOR Loans, the Interest Period with
respect thereto. If no election is made as to the type of Loan or no election of
Interest Period is specified in any such notice for a borrowing of LIBOR Loans,
such notice shall be deemed a request for borrowing of Base Margin Loans. The
Administrative Agent may rely on any telephonic request for a borrowing to the
same extent that the Administrative Agent may rely on a written request. The
Borrowers shall bear all risks related to the giving of borrowing requests
telephonically.

            (b) Subject to the provisions of this Agreement, the Lead Borrower
may, on behalf of any Borrower, request a Revolving Credit Loan and elect an
interest rate and Interest Period to be applicable to that Revolving Credit Loan
by giving notice to the Administrative Agent by no later than the following:

                  (i) If such Revolving Credit Loan is to be or is to be
      converted to a Base Margin Loan: By 2:00 p.m. on the Business Day on which
      the subject Revolving Credit Loan is to be made or is to be so converted
      (provided that if notice is furnished after 12:00 noon on any Business
      Day, the Revolving Credit Loan so requested shall be deemed a request for
      a SwingLine Loan). Base Margin Loans requested by the Lead Borrower, other
      than those resulting from the conversion of a LIBOR Loan, shall not be
      less than $250,000 and in increments of $10,000 in excess of such minimum.

                  (ii) If such Revolving Credit Loan is to be, or is to be
      continued as, or converted to, a LIBOR Loan: By 2:00 p.m. three (3) LIBOR
      Business Days before the commencement of any new Interest Period or the
      end of the then applicable Interest Period. LIBOR Loans and conversions to
      LIBOR Loans shall each be not less than $3,000,000 and in increments of
      $1,000,000 in excess of such minimum.

                  (iii) Any LIBOR Loan which matures while any Borrower is in
      Default shall be converted, at the option of the Administrative Agent, to
      a Base Margin Loan notwithstanding any notice from the Lead Borrower that
      such Loan is to be continued as a LIBOR Loan.


                                       43
<PAGE>
                  (iv) LIBOR Loans may not be converted or continued as LIBOR
      Loans at any time other than the end of the Interest Period applicable
      thereto unless the Borrowers shall pay, upon demand, any amounts due
      pursuant to Section 2.11(f) hereof.

            (c) Any request for a Revolving Credit Loan or for the continuance
or conversion of an interest rate applicable to a Revolving Credit Loan which is
made after the applicable deadline therefor, as set forth above, shall be deemed
to have been made at the opening of business on the then next Business Day or
LIBOR Business Day, as applicable.

            (d) The Lead Borrower may, on behalf of any Loan Party, request that
the Administrative Agent cause the issuance by the Issuer of L/Cs or Banker's
Acceptances for the account of the Borrowers as provided in Section 2.17.
Notwithstanding anything to the contrary contained in this Agreement, L/C's and
Bankers Acceptances issued for the account of the Parent shall be limited to
those L/Cs required to support the workman's compensation obligations of the
Parent and its Subsidiaries (other than DSW, DSW Shoe and their Subsidiaries)
and for no other purpose.

            (e) The Administrative Agent may rely on any request for a loan or
advance, or other financial accommodation under the Revolving Credit which the
Administrative Agent, in good faith, believes to have been made by a Person duly
authorized to act on behalf of the Lead Borrower and may decline to make any
such requested loan or advance, or issuance, or to provide any such financial
accommodation pending the Administrative Agent's being furnished with such
documentation concerning that Person's authority to act as may be satisfactory
to the Administrative Agent.

            (f) A request by the Lead Borrower for loan or advance, or other
financial accommodation under the Revolving Credit shall be irrevocable and
shall constitute certification by each Borrower that as of the date of such
request, each of the following is true and correct:

                  (i) There has been no material adverse change in the
      Borrowers' financial condition from the most recent financial information
      furnished the Agent or any Revolving Credit Lender pursuant to this
      Agreement.

                  (ii) Each representation which is made herein or in any of the
      Loan Documents is then true and complete in all material respects as of
      and as if made on the date of such request except to the extent that any
      of the same relates expressly to a different date.

                  (iii) Unless accompanied by a written certificate of the Lead
      Borrower's President or its Chief Financial Officer describing (in
      reasonable detail) the facts and circumstances of any Default then
      existing and the steps (if any) being taken to remedy such condition, that
      no Default has occurred and is continuing.

      2.6.  SUSPENSION OF REVOLVING CREDIT.  If, at any time or from time to
time, any Borrower is in Default:

            (a) The Administrative Agent may, and at the direction of the
SuperMajority Lenders shall, suspend the Revolving Credit immediately, in which
event, neither the


                                       44
<PAGE>
Administrative Agent nor any Revolving Credit Lender shall be obligated, during
such suspension, to make any loans or advance to any Borrower, or to provide any
financial accommodation hereunder or to seek the issuance of any L/C or of any
Banker's Acceptance for the account of any Loan Party. Nothing contained herein
shall limit the right of the Administrative Agent to make Protective
OverAdvances or the obligation of the Revolving Credit Lenders with respect to
SwingLine Loans, Protective OverAdvances, L/Cs and Banker's Acceptances during
such suspension period.

            (b) The Administrative Agent may, and at the direction of the
SuperMajority Lenders shall, suspend the right of the Lead Borrower to request
any LIBOR Loan or to convert any Base Margin Loan to a LIBOR Loan.

      2.7.  MAKING OF REVOLVING CREDIT LOANS.

            (a) A loan or advance under the Revolving Credit shall be made by
the transfer of the proceeds of such loan or advance to the Operating Account of
the applicable Division. The proceeds of any Revolving Credit Loan shall be made
available before 3:00 p.m. on the date requested in accordance with Section 2.5
hereof.

            (b) A loan or advance shall be deemed to have been made under the
Revolving Credit (and the Borrowers shall be indebted to the Administrative
Agent and the Revolving Credit Lenders for the amount thereof immediately) at
the following:

                  (i) The Administrative Agent's initiation of the transfer of
      the proceeds of such loan or advance in accordance with the Lead
      Borrower's instructions (if such loan or advance is of funds requested by
      the Lead Borrower).

                  (ii) The charging of the amount of such loan to the Loan
      Account (in all other circumstances).

            (c) Absent gross negligence, bad faith or willful misconduct, there
shall not be any recourse to or liability of the Administrative Agent or any
Revolving Credit Lender, on account of:

                  (i)   Any delay in the making of any loan or advance
      requested under the Revolving Credit.

                  (ii) Any delay by any bank or other depository institution in
      treating the proceeds of any such loan or advance as collected funds.

                  (iii) Any delay in the receipt, and/or any loss, of funds
      which constitute a loan or advance under the Revolving Credit, the wire
      transfer of which was properly initiated by the Administrative Agent in
      accordance with wire instructions provided to the Administrative Agent by
      the Lead Borrower.

      2.8.  SWINGLINE LOANS.

            (a) For ease of administration, Base Margin Loans may be made by the
SwingLine Lender (in the aggregate, the "SWINGLINE LOANS") in accordance with
the procedures


                                       45
<PAGE>
set forth in this Agreement for the making of loans and advances under the
Revolving Credit. The aggregate unpaid principal balance of the SwingLine Loans
shall not, as to all Borrowers, at any one time be in excess of the lesser of
(i) as to all Borrowers, the SwingLine Loan Ceiling, or (ii) as to any Division,
Filene's Availability, or VC Availability, as applicable. The SwingLine Lender
shall not make a SwingLine Loan if the SwingLine Lender has received notice from
the Administrative Agent that the Administrative Agent has suspended, or the
Administrative Agent has received written notice from the SuperMajority Lenders
instructing the Administrative Agent to suspend, the Revolving Credit in
accordance with the terms hereof. Absent such notification, the SwingLine Lender
(x) shall not otherwise be required to determine whether the conditions
precedent to such SwingLine Loan have been satisfied or whether the requested
borrowing would cause Availability, Filene's Availability or VC Availability, as
applicable, to be exceeded, and (y) shall be entitled in all cases to have each
Revolving Credit Lender make Revolving Credit Loans in settlement of such
SwingLine Loans in accordance with the provisions of Section 13.2 hereof.

            (b) The aggregate unpaid principal balance of SwingLine Loans shall
bear interest at the rate applicable to Base Margin Loans (or a money market
based rate quoted by the Agent and accepted by the Lead Borrower) and shall be
repayable as a loan under the Revolving Credit.

            (c) The Borrowers' obligation to repay SwingLine Loans shall be
evidenced by a Note in the form of EXHIBIT 2.8(C), annexed hereto, executed by
the Borrowers, and payable to the SwingLine Lender. Neither the original nor a
copy of that Note shall be required, however, to establish or prove any
Liability. Upon receipt of an affidavit of an officer of, and a customary
indemnity from, a SwingLine Lender as to the loss, theft, destruction or
mutilation of the SwingLine Note, the Borrowers will issue in lieu thereof a
replacement SwingLine Note in the same principal amount thereof and of like
tenor.

            (d) For all purposes of this Loan Agreement, the SwingLine Loans and
the Borrowers' obligations to the SwingLine Lender constitute Revolving Credit
Loans and are secured as "Liabilities".

            (e) SwingLine Loans shall be subject to periodic settlement with the
Revolving Credit Lenders as provided in this Agreement.

      2.9.  THE LOAN ACCOUNT.

            (a) An account ("LOAN ACCOUNT") shall be opened on the books of the
Administrative Agent in which a record shall be kept of all loans and advances
made under the Revolving Credit (including, without limitation, Swingline
Loans). The Loan Account shall also contain separate entries for loans and
advances made to each Division.

            (b) The Administrative Agent shall also keep a record (either in the
Loan Account or elsewhere, as the Administrative Agent may from time to time
elect) of all interest, fees, service charges, costs, expenses, and other debits
owed to the Agent and each Revolving Credit Lender on account of the Liabilities
from each Borrower and from each Division and of all credits against such
amounts so owed.


                                       46
<PAGE>
            (c) All credits against the Liabilities shall be conditional upon
final payment to the Administrative Agent for the account of the Agent or
Revolving Credit Lender entitled thereto of the items giving rise to such
credits. The amount of any item credited against the Liabilities which is
charged back against the Agent or any Revolving Credit Lender or is disgorged
for any reason or is not so paid shall be a Liability and shall be added to the
Loan Account, whether or not the item so charged back or not so paid is
returned.

            (d) Except as otherwise provided herein, all fees, service charges,
costs, and expenses for which any Borrower is obligated hereunder are payable on
demand.

            (e) The Administrative Agent, without the request of the Lead
Borrower, may advance under the Revolving Credit any interest, fee, service
charge, or other payment to which the Agent or any Revolving Credit Lender is
entitled from any Borrower pursuant hereto and may charge the same to the Loan
Account notwithstanding that an OverLoan may result thereby; provided that the
Administrative Agent shall not charge the Loan Account for any third-party
expenses incurred by the Agent (such as fees for attorneys, appraisers and
commercial finance examinations) without first having furnished the Lead
Borrower with a copy of the invoice therefor two (2) Business Days prior to the
date that the Loan Account is to be so charged.. Any such advance shall be
deemed a Base Margin Loan. Such action on the part of the Administrative Agent
shall not constitute a waiver of the Administrative Agent's rights and each
Borrower's obligations under Section 2.11(b). Any amount which is added to the
principal balance of the Loan Account as provided in this Section shall bear
interest at the interest rate then and thereafter applicable to Base Margin
Loans. The Administrative Agent shall promptly furnish the Lead Borrower with a
detailed statement itemizing any amounts so charged to the Loan Account.

            (f) Any statement rendered by the Administrative Agent or any
Revolving Credit Lender to the Lead Borrower concerning the Liabilities shall be
considered correct and accepted by each Borrower and shall, absent manifest
error, be conclusively binding upon each Borrower unless the Lead Borrower
provides the Administrative Agent with written objection thereto within twenty
(20) days from the receipt by the Lead Borrower of such statement, which written
objection shall indicate, with particularity, the reason for such objection. The
Loan Account and the Administrative Agent's books and records concerning the
loan arrangement contemplated herein and the Liabilities shall be prima facie
evidence and proof of the items described therein.

      2.10. THE REVOLVING CREDIT NOTES. The Borrowers' obligation to repay loans
and advances under the Revolving Credit, with interest as provided herein, shall
be evidenced by Notes (each, a "REVOLVING CREDIT NOTE") in the form of EXHIBIT
2.10, annexed hereto, executed by each Borrower, one payable to each Revolving
Credit Lender. Neither the original nor a copy of any Revolving Credit Note
shall be required, however, to establish or prove any Liability. Upon receipt of
an affidavit of an officer of, and a customary indemnity from, a Revolving
Credit Lender as to the loss, theft, destruction or mutilation of the Revolving
Credit Note, the Borrowers will issue in lieu thereof a replacement Revolving
Credit Note in the same principal amount thereof and of like tenor.

      2.11. PAYMENT OF THE LOAN ACCOUNT.


                                       47
<PAGE>
            (a) The Borrowers may repay all or any portion of the principal
balance of the Loan Account from time to time until the Termination Date.

            (b) Each Borrower, without notice or demand from the Administrative
Agent or any Revolving Credit Lender, shall immediately pay the Administrative
Agent that amount, from time to time, which is necessary so that there is no
OverLoan outstanding.

            (c) Subject to Section 8.4, during the continuance of a Cash Control
Event, the Borrowers shall repay the Revolving Credit:

                  (i) subject to the terms of the Intercreditor Agreement, in an
      amount equal to the proceeds realized from the sale, refinancing, or other
      disposition of, or realization upon, any Collateral; and

                  (ii)  in accordance with the provisions of Article 8 hereof.

All amounts prepaid under this Section 2.11 may be reborrowed under the
Revolving Credit, subject to and in accordance with, the terms of this
Agreement.

            (d) The Borrowers shall repay the then entire unpaid balance of the
Loan Account and all other Liabilities on the Termination Date.

            (e) The Administrative Agent shall endeavor to cause the application
of payments (if any), pursuant to Sections 2.11(a) and 2.11(b) against LIBOR
Loans then outstanding in such manner as results in the least cost to the
Borrowers, but shall not have any affirmative obligation to do so nor liability
on account of the Administrative Agent's failure to have done so. In no event
shall action or inaction taken by the Administrative Agent excuse any Borrower
from any indemnification obligation under Section 2.11(f).

            (f) The Borrowers shall indemnify the Administrative Agent and each
Revolving Credit Lender and hold the Administrative Agent and each Revolving
Credit Lender harmless from and against any loss, cost or expense (including
loss of anticipated profits and amounts payable by the Administrative Agent or
such Revolving Credit Lender on account of "breakage fees" (so-called)) which
the Administrative Agent or such Revolving Credit Lender may sustain or incur
(including, without limitation, by virtue of acceleration after the occurrence
of any Event of Default) as a consequence of the following:

                  (i) Failure by any Borrower to pay any of the principal amount
      of or any interest on any LIBOR Loan as and when due and payable,
      including any such loss or expense arising from interest or fees payable
      by such Revolving Credit Lender in order to maintain its LIBOR Loans.

                  (ii) Failure by any Borrower to make a borrowing or conversion
      after the Lead Borrower has given (or is deemed to have given) a request
      for a Revolving Credit Loan or a request to convert a Revolving Credit
      Loan from one applicable interest rate to another.


                                       48
<PAGE>
                  (iii) The making of any payment on a LIBOR Loan or the making
      of any conversion of any such Loan to a Base Margin Loan on a day that is
      not the last day of the applicable Interest Period with respect thereto.

            (g) Upon at least two (2) Business Days' prior written notice to the
Administrative Agent, the Borrowers may at any time in whole permanently
terminate, or from time to time in part permanently reduce, the Revolving Credit
Dollar Commitments. Each such reduction shall be in the principal amount of
$5,000,000 or any integral multiple thereof. Each such reduction or termination
shall (i) be applied ratably to the Revolving Credit Dollar Commitments of each
Revolving Credit Lender and (ii) be irrevocable when given. At the effective
time of each such termination, the Borrowers shall pay to the Administrative
Agent for application as provided herein any amount by which the unpaid balance
of the Loan Account and aggregate undrawn Stated Amount of all then outstanding
L/Cs and Banker's Acceptances outstanding on such date exceeds the amount to
which the Revolving Credit Dollar Commitments are so reduced. Any such reduction
or termination of the Revolving Credit Dollar Commitments may not be reinstated.

      2.12. INTEREST ON REVOLVING CREDIT LOANS.

            (a) Each Revolving Credit Loan shall bear interest at the Base
Margin Rate unless timely notice is given (as provided in Section 2.5) that the
subject Revolving Credit Loan (or a portion thereof) is, or is to be converted
to, a LIBOR Loan.

            (b) Each Revolving Credit Loan which consists of a LIBOR Loan shall
bear interest at the applicable LIBOR Rate.

            (c) Subject to, and in accordance with, the provisions of this
Agreement, the Lead Borrower may cause all or a part of the unpaid principal
balance of the Loan Account to bear interest at the Base Margin Rate or the
LIBOR Rate as specified from time to time by the Lead Borrower by notice to the
Administrative Agent.

            (d) For ease of reference and administration, each part of the Loan
Account which bears interest at the same rate of interest and for the same
Interest Period is referred to herein as if it were a separate "Revolving Credit
Loan".

            (e) The Lead Borrower shall not select, renew, or convert any
interest rate for a Revolving Credit Loan such that, in addition to interest at
the Base Margin Rate, there are more than ten (10) Interest Periods for LIBOR
Loans in the aggregate for all Borrowers applicable to the Revolving Credit
Loans at any one time.

            (f) The Borrowers shall pay accrued and unpaid interest on each
Revolving Credit Loan to its Division in arrears as follows:

                  (i)   On the applicable Interest Payment Date for that
      Revolving Credit Loan.

                  (ii)  On the Termination Date and on the End Date.


                                       49
<PAGE>
                  (iii) Following the occurrence of any Event of Default, with
      such frequency as may be determined by the Administrative Agent.

            (g) Following the occurrence of any Event of Default (and whether or
not the Agent exercises its rights on account thereof), all Revolving Credit
Loans shall bear interest, at the option of the Administrative Agent or at the
instruction of the SuperMajority Lenders, at a rate which is the aggregate of
the applicable rate (including the Applicable Margin) for Base Margin Loans
and/or LIBOR Loans, as applicable, plus two percent (2%) per annum.

      2.13. UNDERWRITING FEE; COLLATERAL MONITORING FEE. In addition to any
other fee or expense to be paid by the Borrowers on account of the Revolving
Credit, the Borrowers shall pay the Administrative Agent the "UNDERWRITING FEE",
THE "STRUCTURING FEE" and the "COLLATERAL MONITORING FEE" at the times and in
the amounts as set forth the Fee Letter.

      2.14. UNUSED LINE FEE. In addition to any other fee to be paid by the
Borrowers on account of the Revolving Credit, the Borrowers shall pay the
Administrative Agent, for the account of the Revolving Credit Lenders, the
"UNUSED LINE FEE" (so referred to herein) of 0.25% per annum of the average
difference, during the month just ended (or relevant period with respect to the
payment being made on the Termination Date) between the Revolving Credit Ceiling
and the aggregate of the unpaid principal balance of the Loan Account and the
undrawn Stated Amount of L/Cs and Banker's Acceptances outstanding during the
relevant period. The Unused Line Fee shall be paid in arrears, on the first day
of each month after the execution of this Agreement and on the Termination Date.

      2.15. CONCERNING FEES. The Borrowers shall not be entitled to any credit,
rebate or repayment of any fee earned by the Administrative Agent or any
Revolving Credit Lender pursuant to this Agreement or any Loan Document
notwithstanding any termination of this Agreement or suspension or termination
of the Administrative Agent's and any Revolving Credit Lender's respective
obligation to make loans and advances hereunder.

      2.16. AGENT'S AND REVOLVING CREDIT LENDERS' DISCRETION.

            (a) Each reference in the Loan Documents to the exercise of
reasonable, good faith discretion or the like by the Agent or any Revolving
Credit Lender shall be to such Person's exercise of its judgment, in good faith,
based upon such information of which that Person then has actual knowledge.

            (b) The burden of establishing the failure of the Agent or any
Revolving Credit Lender to have acted in a reasonable manner in such Person's
exercise of such discretion shall be the Borrowers'.

      2.17. PROCEDURES FOR ISSUANCE OF L/CS AND BANKER'S ACCEPTANCES.

            (a) The Lead Borrower may request, either directly or, as provided
in Section 2.21(a), through Retail Ventures Imports, Inc., that an Issuer cause
the issuance of L/Cs or Banker's Acceptances for the account of any Loan Party.
Requests for L/Cs and Banker's Acceptances shall be given by the Lead Borrower
to the Administrative Agent and the Issuer not later than 2:00 p.m. three (3)
Business Days prior to the specified date for the issuance of the


                                       50
<PAGE>
requested L/C or Banker's Acceptance. Requests for L/Cs and Banker's Acceptances
may be requested by the Lead Borrower by written or telephonic notice (in the
case of telephonic notice, promptly confirmed in writing if so requested by the
Administrative Agent or the Issuer). Each such notice shall be irrevocable and
shall specify with respect to each L/C and Banker's Acceptance requested (i) the
Borrower which is to be the account party for whose benefit the L/C or Banker's
Acceptance is being issued, (ii) the face amount of the proposed L/C or Banker's
Acceptance, which shall be denominated in dollars and the intended date of
issuance thereof (which shall be a Business Day), (iii) the beneficiary, and
(iv) the terms (including the anticipated expiry date) of the L/C or Banker's
Acceptance. The Administrative Agent and the Issuer may rely on any telephonic
request for the issuance of a L/C or Banker's Acceptance to the same extent that
the Administrative Agent and the Issuer may rely on a written request. The
Borrowers shall bear all risks related to the giving of requests for the
issuance of L/Cs or Banker's Acceptances telephonically. Notwithstanding
anything to the contrary contained in this Agreement, (i) L/C's and Bankers
Acceptances issued for the account of the Parent shall be limited to those L/Cs
required to support the workman's compensation obligations of the Parent and its
Subsidiaries (other than DSW, DSW Shoe and their Subsidiaries) and for no other
purpose, and (ii) no L/C or Banker's Acceptance shall be issued by any Issuer
which is not also the Administrative Agent unless such Issuer shall have
received notice from the Administrative Agent that the conditions to such
issuance have been met. Any Issuer shall notify the Administrative Agent in
writing on each Business Day of all L/Cs or Bankers Acceptances issued on the
prior Business Day by such Issuer.

            (b) The Administrative Agent and/or the applicable Issuer will,
subject to the terms of this Agreement, issue any L/C or Banker's Acceptance so
requested by the Lead Borrower from and including the Effective Date until the
thirtieth (30th) Business Day prior to the Maturity Date, provided that, at the
time that the request is made, the Revolving Credit has not been suspended as
provided in Section 2.6 and if so issued:

                  (i)  The aggregate Stated Amount of all L/Cs and Banker's
      Acceptances then outstanding, does not exceed $75,000,000;

                  (ii) The expiry of the L/C or Banker's Acceptance is not later
      than the earlier of thirty (30) days prior to the Maturity Date or the
      following:

                        (A) As to standby L/Cs: one (1) year from initial
            issuance (or in the case of renewal or extension thereof, one year
            after such renewal or extension), provided that each standby L/C
            may, upon the request of the Lead Borrower, include a provision
            whereby, subject to the approval of the Issuer, such standby L/C may
            be renewed for additional consecutive periods of twelve (12) months
            or less (but not beyond the date that is thirty Business Days prior
            to the Maturity Date) unless the Issuer notifies the beneficiary
            thereof at least 30 days prior to the then applicable expiration
            date that such L/C will not be renewed.

                        (B) As to documentary L/Cs: ninety (90) days from
            issuance.

                        (C) As to Banker's Acceptances: ninety (90) days from
            issuance.


                                       51
<PAGE>
                  (iii) If, notwithstanding the foregoing, the Administrative
      Agent causes the issuance of an L/C or Banker's Acceptance, the expiry of
      which is later than the Maturity Date, it shall be 105% cash
      collateralized at its issuance; and

                  (iv) An OverLoan will not result from the issuance of the
      subject L/C or Banker's Acceptance.

            (c) Concurrently with requesting the issuance of a L/C or a Banker's
Acceptance, the applicable Borrower shall execute and deliver to the Issuer in
respect of such requested L/C or Banker's Acceptance a reimbursement or similar
agreement in the Issuer's then standard form of application for and
reimbursement agreement with respect to letters of credit and banker's
acceptances; provided however that in the event of any conflict between the
provisions of such reimbursement agreement and this Agreement, the provisions of
this Agreement shall govern.

            (d) Absent gross negligence, bad faith or willful misconduct, there
shall not be any recourse to, nor liability of, the Administrative Agent or any
Revolving Credit Lender on account of

                  (i)   Any delay or refusal by an Issuer to issue an L/C or
      a Banker's Acceptance;

                  (ii) Any action or inaction of an Issuer on account of or in
      respect to, any L/C or any Banker's Acceptance.

            (e) Immediately upon the issuance of any L/C or any Banker's
Acceptance by the Issuer (or the amendment of a L/C or Banker's Acceptance
increasing the amount thereof), and without any further action on the part of
the Issuer, the Issuer shall be deemed to have sold to each Revolving Credit
Lender, and each such Revolving Credit Lender shall be deemed unconditionally
and irrevocably to have purchased from the Issuer, without recourse or warranty,
an undivided interest and participation, to the extent of such Revolving Credit
Lender's Revolving Credit Commitment Percentage, in such L/C and Banker's
Acceptance, each drawing thereunder and the obligations of the Borrowers under
this Agreement and the other Loan Documents with respect thereto. In
consideration thereof, each Revolving Credit Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent for the account of the
Issuer its Revolving Credit Commitment Percentage of each disbursement made by
the Issuer with respect to a L/C or Banker's Acceptance which is not reimbursed
by the Borrowers. Each Revolving Credit Lender acknowledges and agrees that its
obligations hereunder are absolute and unconditional and shall not be effected
by any event or circumstance whatsoever, including the existence of a Default or
the suspension of the Revolving Credit. Any action taken or omitted by the
Issuer under or in connection with a L/C or Banker's Acceptance, if taken or
omitted in the absence of gross negligence, actual bad faith, or willful
misconduct, shall not create for the Issuer any resulting liability to any
Revolving Credit Lender.

            (f) The Borrowers shall reimburse the Issuer for the amount of any
honoring of a drawing under an L/C or Banker's Acceptance on the same day on
which such honoring takes place in immediately available funds in U.S. dollars.
The Administrative Agent, without the request of any Borrower, may advance under
the Revolving Credit (and charge to the Loan


                                       52
<PAGE>
Account) the amount of any honoring of any L/C or Banker's Acceptance and other
amount for which any Borrower, the Issuer, or the Revolving Credit Lenders
become obligated on account of, or in respect to, any L/C or Banker's
Acceptance. Such advance shall be a Base Margin Loan and shall be made whether
or not any Borrower is in Default or such advance would result in an OverLoan.
Such action shall not constitute a waiver of the Administrative Agent's rights
under Section 2.11(b) hereof.

      2.18. FEES FOR L/CS AND BANKER'S ACCEPTANCES.

            (a) The applicable Borrowers shall pay the Administrative Agent, for
the account of the Revolving Credit Lenders, on the first day of each calendar
month, in arrears, a fee (each, an "L/C Fee") equal to the following per annum
percentages of the average Stated Amount of the following categories of L/Cs
outstanding during the subject month for such Borrowers' Division:

                  (i)   As to standby L/Cs:  the Applicable Margin for LIBOR
      Loans.

                  (ii)  As to documentary L/Cs: the Applicable Margin for
      LIBOR Loans minus 0.50%.

                  (iii) After the occurrence and during the continuance of an
      Event of Default, at the option of the Administrative Agent (or at the
      instruction of the SuperMajority Lenders), the L/C Fee shall be increased
      for any L/Cs which from time to time are not cash collateralized in the
      amounts required in accordance with the provisions of this Agreement by an
      amount equal to two percent (2%) per annum.

            (b) The applicable Borrowers shall pay the Administrative Agent, for
the account of the Revolving Credit Lenders, on the first day of each month, in
arrears, a fee (each, a "BANKER'S ACCEPTANCE FEE") equal to the Applicable
Margin for LIBOR Loans minus 0.50% of the average Stated Amount of the Banker's
Acceptances outstanding during the subject month for such Borrowers' Division.
After the occurrence and during the continuance of an Event of Default, at the
option of the Administrative Agent (or at the instruction of the SuperMajority
Lenders), the Banker's Acceptance Fee shall be increased for any Banker's
Acceptances which from time to time are not cash collateralized in the amounts
required in accordance with the provisions of this Agreement by an amount equal
to two percent (2%) per annum.

            (c) In addition to the fees to be paid as provided in Subsections
2.18(a) and 2.18(b), above, the Borrowers shall pay to the Administrative Agent
(or to the Issuer, if so requested by Administrative Agent), on demand, all
issuance, processing, negotiation, amendment, and administrative fees and other
amounts charged by the Issuer on account of, or in respect to, any L/C or
Banker's Acceptance issued for its Division.

            (d)   If any change in Applicable Law shall either:

                  (i) impose, modify or deem applicable any reserve, special
      deposit or similar requirements against letters of credit heretofore or
      hereafter issued by any Issuer or with respect to which any Revolving
      Credit Lender or any Issuer has an obligation to lend to fund drawings
      under any L/C or any Banker's Acceptance; or


                                       53
<PAGE>
                  (ii)  impose on any Issuer any other condition or
      requirements relating to any such letters of credit or banker's
      acceptance;

and the result of any event referred to in Section 2.18(d)(i) or 2.18(d)(ii),
above, shall be to increase the cost to any Revolving Credit Lender or to any
Issuer of issuing or maintaining any L/C or Banker's Acceptance (which increase
in cost shall be the result of such Issuer's reasonable allocation among that
Revolving Credit Lender's or Issuer's letter of credit customers of the
aggregate of such cost increases resulting from such events), then, upon demand
by the Administrative Agent and delivery by the Administrative Agent to the Lead
Borrower of a certificate of an officer of the subject Revolving Credit Lender
or the subject Issuer describing such change in law, executive order,
regulation, directive, or interpretation thereof, its effect on such Revolving
Credit Lender or such Issuer, and the basis for determining such increased costs
and their allocation, the Borrowers shall immediately pay to the Administrative
Agent, from time to time as specified by the Administrative Agent, such amounts
as shall be sufficient to compensate the subject Revolving Credit Lender or the
subject Issuer for such increased cost. Any Revolving Credit Lender's or any
Issuer's determination of costs incurred under Section 2.18(d)(i) or
2.18(d)(ii), above, and the allocation, if any, of such costs among the
Borrowers and other letter of credit customers of such Revolving Credit Lender
or such Issuer, if done in good faith and made on an equitable basis and in
accordance with such officer's certificate, shall, absent manifest error, be
presumed to be accurate.

      2.19. CONCERNING L/C'S AND BANKER'S ACCEPTANCES.

            (a) None of the Issuer, the Issuer's correspondents, any Revolving
Credit Lender, the Administrative Agent, or any advising, negotiating, or paying
bank with respect to any L/C or Banker's Acceptance shall be responsible in any
way for:

                  (i) The performance by any beneficiary under any L/C or
      Banker's Acceptance of that beneficiary's obligations to any Borrower.

                  (ii) The form, sufficiency, correctness, genuineness,
      authority of any Person signing; falsification; or the legal effect of;
      any documents called for under any L/C or Banker's Acceptance if (with
      respect to the foregoing) such documents on their face appear to be in
      order.

            (b) The Issuer may honor, as complying with the terms of any L/C or
any Banker's Acceptance and of any drawing thereunder, any drafts or other
documents otherwise in order, but signed or issued by an administrator,
executor, conservator, trustee in bankruptcy, debtor in possession, assignee for
the benefit of creditors, liquidator, receiver, or other legal representative of
the party authorized under such L/C or Banker's Acceptance to draw or issue such
drafts or other documents.

            (c) The Issuer may reject any drafts and documents presented under
any L/C or any Banker's Acceptance which are discrepant in any manner,
notwithstanding any prior course of dealing by the Issuer in honoring drafts
under L/Cs or Banker's Acceptances.

            (d) Unless otherwise agreed to, in the particular instance, each
Borrower hereby authorizes any Issuer to:


                                       54
<PAGE>
                  (i)   Select an advising bank, if any.

                  (ii)  Select a paying bank, if any.

                  (iii) Select a negotiating bank.

            (e) All directions, correspondence, and funds transfers relating to
any L/C or any Banker's Acceptance are at the risk of the Borrowers. The Issuer
shall have discharged the Issuer's obligations under any L/C or Banker's
Acceptance which, or the drawing under which, includes payment instructions, by
the initiation of the method of payment called for in, and in accordance with,
such instructions (or by any other commercially reasonable and comparable
method). None of the Administrative Agent, any Revolving Credit Lender, or the
Issuer shall have any responsibility for any inaccuracy, interruption, error, or
delay in transmission or delivery by post, telegraph or cable, or for any
inaccuracy of translation.

            (f) The Administrative Agent's, each Revolving Credit Lender's, and
the Issuer's rights, powers, privileges and immunities specified in or arising
under this Agreement are in addition to any heretofore or at any time hereafter
otherwise created or arising, whether by statute or rule of law or contract.

            (g) Except to the extent otherwise expressly provided hereunder or
agreed to in writing by the Issuer and the Lead Borrower, documentary L/Cs will
be governed by the Uniform Customs and Practice for Documentary Credits,
International Chamber of Commerce, Publication No. 500, and standby L/Cs will be
governed by International Standby Practices ISP98 (adopted by the International
Chamber of Commerce on April 6, 1998) and any respective subsequent revisions
thereof.

            (h) The obligations of the Borrowers under this Agreement with
respect to L/Cs and Banker's Acceptances are absolute, unconditional, and
irrevocable and shall be performed strictly in accordance with the terms hereof
under all circumstances, whatsoever including, without limitation, the
following:

                  (i) Any lack of validity or enforceability or restriction,
      restraint, or stay in the enforcement of this Agreement, any L/C, any
      Banker's Acceptance, or any other agreement or instrument relating
      thereto.

                  (ii) Any Borrower's consent to any amendment or waiver of, or
      consent to the departure from, any L/C or any Banker's Acceptance.

                  (iii) The existence of any claim, set-off, defense, or other
      right which any Borrower may have at any time against the beneficiary of
      any L/C or Banker's Acceptance.

                  (iv) Any good faith honoring of a drawing under any L/C or
      Banker's Acceptance, which drawing possibly could have been dishonored
      based upon a strict construction of the terms of the L/C or Banker's
      Acceptance.

      2.20. CHANGED CIRCUMSTANCES.


                                       55
<PAGE>
            (a) The Administrative Agent may advise the Lead Borrower that the
Administrative Agent has made the good faith determination (which determination
shall be final and conclusive) of any of the following:

                  (i)   Adequate and fair means do not exist for ascertaining
      the rate for LIBOR Loans.

                  (ii) The continuation of or conversion of any Revolving Credit
      Loan to a LIBOR Loan has been made impracticable or unlawful by the
      occurrence of a contingency that materially and adversely affects the
      applicable market or the compliance by the Administrative Agent or any
      Revolving Credit Lender in good faith with any Applicable Law.

                  (iii) The indices on which the interest rates for LIBOR Loans
      are based shall no longer represent the effective cost to the
      Administrative Agent or any Revolving Credit Lender for U.S. dollar
      deposits in the interbank market for deposits in which it regularly
      participates.

            (b) In the event that the Administrative Agent advises the Lead
Borrower of an occurrence described in Section 2.20(a), then, until the
Administrative Agent notifies the Lead Borrower that the circumstances giving
rise to such notice no longer apply:

                  (i) The obligation of the Administrative Agent or each
      Revolving Credit Lender to make loans of the type affected by such changed
      circumstances or to permit the Lead Borrower to select the affected
      interest rate as otherwise applicable to any Revolving Credit Loans shall
      be suspended.

                  (ii) Any notice which the Lead Borrower had given the
      Administrative Agent with respect to any LIBOR Loan, the time for action
      with respect to which has not occurred prior to the Administrative Agent's
      having given notice pursuant to Section 2.20(a), shall be deemed at the
      option of the Administrative Agent to not having been given.

      2.21. DESIGNATION OF LEAD BORROWER AS BORROWERS' AGENT.

            (a) Each Borrower hereby irrevocably designates and appoints the
Lead Borrower as that Borrower's agent to obtain loans and advances under the
Revolving Credit, the proceeds of which shall be available to each Borrower for
those uses as those set forth in Section 2.1(d) and to request the issuance of
L/Cs and Banker's Acceptances for such Borrower. The Value City Entities and
Filene's further irrevocably designate and appoint Retail Ventures Imports, Inc.
as their agent to request the issuance of L/Cs and Banker's Acceptances for such
Borrower (to the extent that the Lead Borrower does not make such request). As
the disclosed principal for its agent, each Borrower shall be obligated to the
Agent and each Revolving Credit Lender on account of loans and advances so made
to, and L/Cs and Banker's Acceptances so issued for, its Division under the
Revolving Credit as if made directly by the Revolving Credit Lenders to that
Borrower, notwithstanding the manner by which such loans and advances are
recorded on the books and records of the Lead Borrower and of any Borrower.


                                       56
<PAGE>
            (b) Each Borrower recognizes that credit available to it under the
Revolving Credit is in excess of and on better terms than it otherwise could
obtain on and for its own account and that one of the reasons therefor it is
joining in the credit facility contemplated herein with all other Borrowers.
Consequently, each Borrower hereby assumes and agrees to fully, faithfully, and
punctually discharge all Liabilities of all of the Borrowers and hereby
guarantees the payment and performance of all Liabilities of all other
Borrowers. In any action or proceeding with respect to any Borrower involving
any Applicable Law, including, without limitation, state or federal bankruptcy,
insolvency, reorganization or other law affecting the rights of creditors
generally, if the obligations of such Borrower as a guarantor hereunder would
otherwise be held or determined to be void, invalid or unenforceable, or
subordinated to the claims of any other creditors, on account of the amount of
its liability hereunder, then, notwithstanding any other provision hereof to the
contrary, the amount of such liability shall, without any further action by such
Borrower, any Lender, the Agent or any other Person, be automatically limited
and reduced to the highest amount which is valid and enforceable and not
subordinated to the claims of other creditors as determined in such action or
proceeding after taking into account such Borrower's right of indemnification
and contribution from each other Borrower under Section 20.23(d) hereof.

            (c) The proceeds of each loan and advance provided under the
Revolving Credit which is requested by the Lead Borrower shall be deposited into
the Operating Account of the applicable Division. Neither the Administrative
Agent nor any Revolving Credit Lender shall have any obligation to see to the
application of such proceeds.

      2.22. REVOLVING CREDIT LENDERS' COMMITMENTS.

            (a) Subject to Section 17.1 (which provides for assignments and
assumptions of commitments), each Revolving Credit Lender's "REVOLVING CREDIT
COMMITMENT PERCENTAGE", and "REVOLVING CREDIT DOLLAR COMMITMENT" (respectively
so referred to herein) is set forth on EXHIBIT 2.22, annexed hereto.

            (b) The obligations of each Revolving Credit Lender are several and
not joint. No Revolving Credit Lender shall have any obligation to make any loan
under the Revolving Credit in excess of either of the following:

                  (i) That Revolving Credit Lender's Revolving Credit Commitment
      Percentage of the subject loan or advance or of Availability, Filene's
      Availability or VC Availability, as applicable.

                  (ii) Any loan which, when aggregated with all other loans made
      by that Revolving Credit Lender under the Revolving Credit and then
      outstanding, exceed that Revolving Credit Lender's Revolving Credit Dollar
      Commitment.

            (c) No Revolving Credit Lender shall have any liability to the
Borrowers on account of the failure of any other Revolving Credit Lender to
provide any loan or advance under the Revolving Credit nor any obligation to
make up any shortfall which may be created by such failure.


                                       57
<PAGE>
            (d) The Revolving Credit Dollar Commitments, Revolving Credit
Commitment Percentages, and identities of the Revolving Credit Lenders may be
changed, from time to time by the reallocation or assignment of Revolving Credit
Dollar Commitments and Revolving Credit Commitment Percentages among the
Revolving Credit Lenders or with other Persons who determine to become
"Revolving Credit Lenders", provided, however unless an Event of Default has
occurred and is continuing (in which event, no consent of any Borrower is
required) any assignment to a Person (other than to another Lender or to any
domestic Affiliate of any Lender) shall be subject to the prior consent of the
Lead Borrower (not to be unreasonably withheld or delayed), which consent will
be deemed given unless the Lead Borrower provides the Administrative Agent with
written objection, not more than five (5) Business Days after the Administrative
Agent shall have given the Lead Borrower written notice of a proposed
assignment), provided that the Lead Borrower's consent shall in no event be
required with respect to the following: (i) an assignment to another Revolving
Credit Lender; or (ii) an assignment to a transferee of a Revolving Credit
Lender's rights in and to a material portion of such Revolving Credit Lender's
portfolio of asset based credit facilities.

            (e) Upon written notice given the Lead Borrower from time to time by
the Administrative Agent, of any assignment or allocation referenced in Section
2.22(d):

                  (i) Each Borrower shall execute one or more replacement
      Revolving Credit Notes to reflect such changed Revolving Credit Dollar
      Commitments, Revolving Credit Commitment Percentages, and identities and
      shall deliver such replacement Revolving Credit Notes to the
      Administrative Agent (which promptly thereafter shall deliver to the Lead
      Borrower the Revolving Credit Notes so replaced) provided however, in the
      event that a Revolving Credit Note is to be exchanged following its
      acceleration or the entry of an order for relief under the Bankruptcy Code
      with respect to any Borrower, the Administrative Agent, in lieu of causing
      the Borrowers to execute one or more new Revolving Credit Notes, may issue
      the Administrative Agent's certificate confirming the resulting Revolving
      Credit Dollar Commitments and Revolving Credit Commitment Percentages.

                  (ii) Such change shall be effective from the effective date
      specified in such written notice and any Person added as a Revolving
      Credit Lender shall have all rights and privileges of a Revolving Credit
      Lender hereunder thereafter as if such Person had been a signatory to this
      Agreement and any other Loan Document to which a Revolving Credit Lender
      is a signatory and any Person removed as a Revolving Credit Lender shall
      be relieved of any obligations or responsibilities of a Revolving Credit
      Lender hereunder thereafter.

      2.23. PAYMENTS.

            (a) The Borrowers shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees
or reimbursement of drawings under L/Cs, Banker's Acceptances, or otherwise)
prior to 2:00 p.m. on the date when due, in immediately available funds, without
setoff or counterclaim. Any amounts received after such time on any date may, in
the reasonable, good faith discretion of the Administrative Agent, be deemed to
have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the
Administrative


                                       58
<PAGE>
Agent at its offices at 1965 East Sixth Street, Cleveland, Ohio (or such other
address as to which the Lead Borrower shall have been advised by the
Administrative Agent), except payments to be made directly to the Issuer as
expressly provided herein. If any payment under any Loan Document shall be due
on a day that is not a Business Day, except with respect to LIBOR Loans, the
date for payment shall be extended to the next succeeding Business Day, and, in
the case of any payment accruing interest, interest thereon shall be payable for
the period of such extension. All payments under each Loan Document shall be
made in dollars.

            (b) If and to the extent that any payment owed by the Borrowers to
the Administrative Agent, any Revolving Credit Lender or the Issuer is not made
when due, each Borrower authorizes the Administrative Agent, the Revolving
Credit Lenders and the Issuer, as the case may be, to charge from time to time
against any or all of the deposit accounts of the Borrowers any amount so due.
Notice of such charge shall be given promptly to the Lead Borrower.

ARTICLE 3 - CONDITIONS PRECEDENT:

      As a condition to the effectiveness of this Agreement, the establishment
of the Revolving Credit, and the making of the first loan under the Revolving
Credit, each of the documents respectively described in Sections 3.1 through and
including 3.4, (each in form and substance satisfactory to the Administrative
Agent) shall have been delivered to the Administrative Agent, and the conditions
respectively described in Sections 3.5 through and including 3.21, shall have
been satisfied:

      3.1.  CORPORATE DUE DILIGENCE.

            (a) Certificates of corporate good standing or full force and
effect, as applicable, for each Loan Party, respectively issued by the Secretary
of State for the state in which that Loan Party is incorporated.

            (b) Certificates of due qualification, in good standing, issued by
the Secretary(ies) of State of each State for each Borrower reasonably required
by the Administrative Agent.

            (c) Certificates of each Loan Party's Secretary of the due adoption,
continued effectiveness, and setting forth the texts of, each corporate
resolution adopted in connection with the establishment of the loan arrangement
contemplated by the Loan Documents and attesting to the true signatures of each
Person authorized as a signatory to any of the Loan Documents.

      3.2.  OPINIONS.  Opinions of counsel to the Loan Parties in form and
substance satisfactory to the Administrative Agent.

      3.3.  ADDITIONAL DOCUMENTS.  Such additional instruments and documents
as the Agent or its counsel may reasonably require or request including,
without limitation, the documents described on EXHIBIT 3.3 hereto.


                                       59
<PAGE>
      3.4.  OFFICERS' CERTIFICATES.  Certificates executed by the Chief
Executive Officer and the Chief Financial Officer of the Lead Borrower in
form and substance satisfactory to the Administrative Agent.

      3.5. REPRESENTATIONS AND WARRANTIES. Each of the representations made by
or on behalf of each Loan Party in this Agreement or in any of the other Loan
Documents or in any other report, statement, document, or paper provided by or
on behalf of each Loan Party shall be true and complete as of the date as of
which such representation or warranty was made.

      3.6. MINIMUM DAY ONE AVAILABILITY. After giving effect to the first
funding under the Revolving Credit, any charges to the Loan Account made in
connection with the establishment of the credit facility contemplated hereby,
L/Cs and Banker's Acceptances to be issued at, or immediately subsequent to,
such establishment, Excess Availability shall not be less than $90,000,000.00.

      3.7. SENIOR NON-CONVERTIBLE FACILITY; INTERCREDITOR AGREEMENT. The Senior
Non-Convertible Facility shall be fully funded on the Effective Date. All
documentation entered into with respect to the Senior Non-Convertible Facility
shall be satisfactory to the Lead Arranger, in its sole reasonable, good faith
discretion. The Agent shall have entered into the Intercreditor Agreement on
terms reasonably satisfactory to the Lead Arranger.

      3.8.  DSW INITIAL PUBLIC OFFERING.

      A Qualifying IPO of the Class A Common Shares of DSW shall have been
consummated and proceeds sufficient to repay in full all Indebtedness
outstanding under the CCM Term Loan Facilities shall have been received and
applied to such Indebtedness pursuant to Section 3.9 below, all of which shall
be satisfactory in form and substance to the Agent.

      3.9. REPAYMENT OF EXISTING INDEBTEDNESS. The Administrative Agent shall
have received a payoff letter from CCM as agent under the CCM Term Loan
Facilities as well as a tender of releases and discharges of all collateral
security for the CCM Term Loan Facilities, each in form and substance
satisfactory to the Administrative Agent. Such Indebtedness shall be repaid on
the Effective Date.

      3.10. CONSENTS.  All necessary consents and approvals to the
transactions contemplated hereby shall have been obtained and shall be
satisfactory to the Administrative Agent.

      3.11. APPRAISALS AND COMMERCIAL FINANCE EXAMINATIONS. The Collateral Agent
shall have received (a) appraisals of the Borrowers' Inventory by a third party
appraiser acceptable to the Collateral Agent, and (b) a commercial finance
examination with respect to the Lead Borrower and its Subsidiaries, including a
review of the Borrowers' books and records, each in form and substance
satisfactory to the Collateral Agent.

      3.12. FINANCIAL INFORMATION.

      The Administrative Agent shall have received such financial information
and projections as the Agent may reasonably request, including, without
limitation, monthly financial projections


                                       60
<PAGE>
of the Borrowers for the subsequent three fiscal years and annual financial
projections of the Borrowers through the Maturity Date. All such financial
information shall be reasonably satisfactory to the Agent and shall reflect the
Borrowers' ability to perform their obligations hereunder.

      3.13. MATERIAL AGREEMENTS. The consummation of the transactions
contemplated hereby shall not (a) violate any applicable law, statute, rule or
regulation or (b) conflict with, or result in a default or event of default
under, any material agreement of any Loan Party. There shall not have occurred
any default of any material contract or agreement of any Loan Party. The Agent
shall be satisfied with the corporate structure and organizational documents of
the Borrowers and the Parent.

      3.14. LITIGATION.  There shall not be pending any litigation or other
proceeding, the result of which could reasonably be expected to have a
Material Adverse Effect.

      3.15. PERFECTION OF ENCUMBRANCES.

            (a) The Collateral Agent shall have received results of searches or
other evidence reasonably satisfactory to the Collateral Agent (in each case
dated as of a date reasonably satisfactory to the Collateral Agent) indicating
the absence of Encumbrances, except for Permitted Encumbrances, on the assets of
the Loan Parties, except for which termination statements and releases
reasonably satisfactory to the Collateral Agent are being tendered concurrently
with such extension of credit.

            (b) The Collateral Agent shall have received all documents and
instruments, including Uniform Commercial Code financing statements, required by
law or reasonably requested by the Collateral Agent to be filed, registered or
recorded to create or perfect the first priority Encumbrances intended to be
created under the Loan Documents (subject to Permitted Encumbrances having
priority over the Encumbrance of the Collateral Agent pursuant to operation of
law) and all such documents and instruments shall have been so filed (or
provision made therefor), registered or recorded to the satisfaction of the
Collateral Agent.

      3.16. ALL FEES AND EXPENSES PAID. All fees due at or immediately after the
first funding under the Revolving Credit and all costs and expenses incurred by
the Agent and the Lead Arranger in connection with the establishment of the
credit facility contemplated hereby (including the fees and expenses of counsel
to the Agent and the Lead Arranger) shall have been paid in full.

      3.17. CASH MANAGEMENT.  The Loan Parties shall have established cash
management systems reasonably acceptable to the Agent, including, without
limitation, compliance with the provisions of Sections 8.1(b), 8.2(b), and
8.3(a).

      3.18. INSURANCE. The Agent shall be reasonably satisfied with the
insurance maintained by the Loan Parties and the Agent shall have received an
endorsement to such insurance policies naming the Agent as loss payee and/or
additional insured and otherwise satisfactory in form and substance to the
Agent.

      3.19. NO LOAN PARTY IN DEFAULT.  No Loan Party is in Default.


                                       61
<PAGE>
      3.20. NO ADVERSE CHANGE. The Agent shall be reasonably satisfied that any
financial statements delivered to it fairly present the business and financial
condition of the Borrowers and their Subsidiaries, and that there has been no
material adverse change in the assets, business, financial condition, or income
of the Borrowers and their Subsidiaries since the April, 2005 financial
information delivered to the Agent.

      3.21. CERTAIN CHANGES.

            (a) No material changes in governmental regulations or policies
affecting the Loan Parties, the Agent, the Lead Arranger or any Revolving Credit
Lender involved in this transaction shall have occurred prior to the Effective
Date.

            (b) There shall not have occurred prior to the Efective Date any
disruption or material adverse change in the financial or capital markets in
general that would, in the reasonable opinion of the Administrative Agent, have
a material adverse effect on the market for loan syndications or adversely
affecting the syndication of the Revolving Credit Loans.

      3.22. BENEFIT OF CONDITIONS PRECEDENT. The conditions set forth in this
Article 3 are for the sole benefit of the Agent and each Revolving Credit Lender
and may be waived by the Administrative Agent in whole or in part without
prejudice to the Agent or any Revolving Credit Lender.

No document shall be deemed delivered to the Agent or any Revolving Credit
Lender until received and accepted by the Administrative Agent at its offices in
Cleveland, Ohio. Under no circumstances shall this Agreement take effect until
executed and accepted by the Agent.

ARTICLE 4 - GENERAL REPRESENTATIONS AND WARRANTIES:

      To induce each Revolving Credit Lender to establish the credit facility
contemplated herein and to induce the Revolving Credit Lenders to provide loans
and advances under the Revolving Credit (each of which loans shall be deemed to
have been made in reliance thereupon) the Loan Parties, in addition to all other
representations and warranties made by any Loan Party in any other Loan
Document, make those representations and warranties set forth below.

      4.1.  DUE ORGANIZATION. AUTHORIZATION. NO CONFLICTS.

            (a) Each Loan Party presently is in good standing as a corporation
or other entity under the laws of the state in which it is organized, and,
except as described on EXHIBIT 4.1, annexed hereto, is duly qualified and in
good standing in every other state in which, by reason of the nature or location
of each Loan Parties' assets or operation of each of their respective business,
such qualification may be necessary, except where the failure to so qualify
would not have a Material Adverse Effect.

            (b) Each Loan Party's respective organizational identification
number assigned to it by the state of its incorporation and its respective
federal employer identification number, as of the Effective Date, is listed on
EXHIBIT 4.1, annexed hereto.


                                       62
<PAGE>
            (c) Each Loan Party has all requisite power and authority to execute
and deliver all Loan Documents to which that Loan Party is a party and has all
requisite power to perform all Liabilities.

            (d) The execution and delivery by each Loan Party of each Loan
Document to which it is a party; each Loan Party's consummation of the
transactions contemplated by such Loan Documents (including, without limitation,
the creation of Collateral Interests by that Loan Party to secure the
Liabilities); and each Loan Party's performance under those of the Loan
Documents to which it is a party:

                  (i)   Have been duly authorized by all necessary action.

                  (ii) Do not contravene in any material respect any provision
      of any Requirement of Law or obligation of that Loan Party.

                  (iii) Will not result in the creation or imposition of, or the
      obligation to create or impose, any Encumbrance upon any assets of that
      Loan Party pursuant to any Requirement of Law or obligation, except
      pursuant to the Loan Documents.

            (e) The Loan Documents have been duly executed and delivered by each
Loan Party and are the legal, valid and binding obligations of each Loan Party,
enforceable against each Loan Party in accordance with their respective terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally or by
equitable principles relating to enforceability.

      4.2.  TRADE NAMES.

            (a)   EXHIBIT 4.2, annexed hereto, is a listing as of the
Effective Date, of:

                  (i) All names under which, to the knowledge of the Lead
      Borrower, any Loan Party has conducted its business in the past five (5)
      years.

                  (ii) All Persons with whom any Loan Party has consolidated or
      merged, or from whom any Loan Party has acquired in a single transaction
      or in a series of related transactions substantially all of such Person's
      assets in the past five (5) years.

      4.3.  INTELLECTUAL PROPERTY.

            (a) Each Loan Party owns and possesses, or has the right to use all
material patents, industrial designs, trademarks, trade names, trade styles,
brand names, service marks, logos, copyrights, trade secrets, know-how,
confidential information, and other intellectual or proprietary property of any
third Person necessary for that Loan Party's conduct of that Loan Party's
business.

            (b) The conduct by each Loan Party of that Loan Party's business
does not, to the knowledge of the Loan Parties, presently infringe (nor will any
Loan Party conduct its business in the future so as to infringe) the patents,
industrial designs, trademarks, trade names, trade styles, brand names, service
marks, logos, copyrights, trade secrets, know-how,


                                       63
<PAGE>
confidential information, or other intellectual or proprietary property of any
third Person, except where such infringement is not reasonably likely to have a
Material Adverse Effect.

      4.4.  LOCATIONS.

            (a) The Collateral, and the books, records, and papers of the Loan
Parties pertaining thereto, are kept and maintained solely (i) at those
locations which are listed on EXHIBIT 4.4, annexed hereto (or as supplemented
pursuant to the terms of this Agreement), which Exhibit includes, with respect
to each such location, the name and address of the landlord on the Lease which
covers such location (or an indication that a Loan Party owns the subject
location) and of all service bureaus with which any such records are maintained
or (ii) at such other locations as to which the Lead Borrower has provided ten
(10) days prior written notice to the Administrative Agent of the intended
location of the Collateral, books, records, and papers thereat.

            (b) No tangible personal property of any Loan Party is in the care
or custody of any third party or stored or entrusted with a bailee or other
third party, except (i) as otherwise disclosed pursuant to, or permitted by,
this Section 4.4, or (ii) for Inventory in an amount not to exceed $1,000,000 at
Cost in the aggregate at any time in the ordinary course of business.

      4.5.  ENCUMBRANCES.

            (a) The Loan Parties are the owners of the Collateral free and clear
of all Encumbrances other than any Permitted Encumbrance.

            (b) No Loan Party has possession of any property on consignment to
that Loan Party from a third party that is not a Loan Party except (i) as of the
Effective Date, those listed on EXHIBIT 4.5(B), annexed hereto and (ii) those as
to which the Loan Parties notify the Administrative Agent in accordance with the
provisions of Section 6.3 hereof.

      4.6.  INDEBTEDNESS.   The Loan Parties do not have any Indebtedness
other than:

            (a)   Permitted Indebtedness; and

            (b)   A Loan Party's guaranty of Permitted Indebtedness of
another Loan Party.

      4.7.  INSURANCE.

            EXHIBIT 4.7, annexed hereto, is a schedule of all insurance policies
owned by the Loan Parties or under which any Loan Party is the named insured as
of the Effective Date. Each of such policies is in full force and effect. To the
best of such Loan Party's knowledge, neither the issuer of any such policy nor
any Loan Party is in default or violation of any such policy.

      4.8. LICENSES. Each material license, distributorship, franchise, and
similar agreement issued to, or to which any Loan Party is a party is in full
force and effect. Each material license agreement to which a Loan Party is a
party as of the Effective Date is listed on EXHIBIT 4.8, annexed hereto. No
party to any such license or agreement is in default or violation thereof,
except where such default or failure is not reasonably likely to have a Material


                                       64
<PAGE>
Adverse Effect. No Loan Party has received any notice or threat of cancellation
of any such license or agreement.

      4.9. LEASES. EXHIBIT 4.9, annexed hereto, is a schedule of all presently
effective Capital Leases as of the Effective Date. (EXHIBIT 4.4 includes a list
of all other presently effective Leases). Each of such Leases and Capital Leases
is in full force and effect. No Loan Party, to the best of its knowledge, is in
default or violation of any such Lease or Capital Lease, except where such
violation is not reasonably likely to have a Material Adverse Effect. No Loan
Party has received any notice or threat of cancellation of any such Lease or
Capital Lease, which cancellation (together with all other similar
cancellations) is reasonably likely to have a Material Adverse Effect.

      4.10. REQUIREMENTS OF LAW. Each Loan Party and each of its Subsidiaries is
in compliance with all Requirements of Law except where the failure of such
compliance will not have a Material Adverse Effect. No Loan Party has received
any notice of any violation of any Requirement of Law (other than of a violation
which does not have a Material Adverse Effect), which violation has not been
cured or otherwise remedied.

      4.11. LABOR RELATIONS.

            (a) As of the Effective Date, no Loan Party is a party to any
collective bargaining or other labor contract except as listed on EXHIBIT 4.11,
annexed hereto.

            (b) There is not presently pending and, to any Loan Party's
knowledge, there is not threatened any of the following except to the extent any
of the following is not reasonably likely to have a Material Adverse Effect:

                  (i)   Any strike, slowdown, picketing, work stoppage, or
      employee grievance process.

                  (ii) Except as described on EXHIBIT 4.17 annexed hereto, any
      proceeding against or affecting any Loan Party relating to the alleged
      violation of any Applicable Law pertaining to labor relations or before
      National Labor Relations Board, the Equal Employment Opportunity
      Commission, or any comparable governmental body, organizational activity,
      or other labor or employment dispute against or affecting any Loan Party,
      which, if determined adversely to that Loan Party is reasonably likely to
      have a Material Adverse Effect on that Loan Party.

                  (iii) Any lockout of any employees by any Loan Party (and no
      such action is contemplated by any Loan Party).

                  (iv)  Any application for the certification of a collective
      bargaining agent.

            (c) No event has occurred or circumstance exists which could provide
the basis for any work stoppage or other labor dispute which would be reasonably
likely to have a Material Adverse Effect.

            (d)   Each Loan Party:


                                       65
<PAGE>
                  (i) Has complied with all Applicable Law relating to
      employment, equal employment opportunity, nondiscrimination, immigration,
      wages, hours, benefits, collective bargaining, the payment of social
      security and similar taxes, occupational safety and health, and plant
      closing, except where such non-compliance is not reasonably likely to have
      a Material Adverse Effect.

                  (ii) Is not liable for the payment of compensation, damages,
      taxes, fines, penalties, or other amounts, however designated, for that
      Loan Party's failure to comply with any Applicable Law referenced in
      Section 4.11(d)(i) which is reasonably likely to have a Material Adverse
      Effect.

      4.12. TAXES.

            (a)   With respect to the Loan Parties' federal, state, and local
tax liability and obligations:

                  (i) To the best of its knowledge, the Lead Borrower, in
      compliance with all Applicable Law, has properly filed all material
      returns due to be filed up to the date of this Agreement.

                  (ii)  Except as described on EXHIBIT :

                        (A) Currently, no Loan Party has received from any
            taxing authority any request to perform any examination of or with
            respect to any Loan Party nor any other written or verbal notice in
            any way relating to any claimed failure by any Loan Party to comply
            with all Applicable Law concerning payment of any taxes or other
            amounts in the nature of taxes in excess of $500,000 in any one
            instance.

                        (B) No agreement exists which waives or extends any
            statute of limitations applicable to the right of any taxing
            authority to assert a deficiency or make any other claim for or in
            respect to federal income taxes.

                        (C) No issue has been raised in any tax examination of
            any Loan Party which reasonably could be expected to result in the
            assertion of a deficiency for any fiscal year open for examination,
            assessment, or claim by any taxing authority in excess of $500,000
            in the aggregate for all Loan Parties.

            (b) The Loan Parties have paid, as they become due and payable, all
taxes and unemployment contributions and other charges of any kind or nature
levied, assessed or claimed against any Loan Party or the Collateral by any
Person whose claim could result in an Encumbrance upon any asset of any Loan
Party or by any governmental authority except for (i) taxes, contributions and
charges which are being contested in good faith by such Loan Party, by
appropriate proceedings diligently instituted and conducted, without danger to
any material risk to the Collateral, and adequate reserves or appropriate
provision, if any, as shall be required in conformity with GAAP, shall have been
made therefor, and provided that no Encumbrance has been filed on account
thereof, and (ii) taxes, contributions, and other charges which the Loan Parties
have inadvertently not paid when due as long as (A) the aggregate amount thereof
does


                                       66
<PAGE>
not exceed $500,000, and (B) no Encumbrance has been filed on account thereof,
and (C) promptly upon the date an Authorized Officer obtains knowledge or should
have obtained knowledge thereof, the Borrowers make payment of such taxes,
contributions or charges; has properly exercised any trust responsibilities
imposed upon any Loan Party by reason of withholding from employees' pay or by
reason of any Loan Parties' receipt of sales tax or other funds for the account
of any third party; has timely made all contributions and other payments as may
be required pursuant to any Employee Benefit Plan now or hereafter established
by any Loan Party; and has timely filed all tax and other returns and other
reports with each Governmental Authority to whom any Loan Party is obligated to
so file, except for such returns or reports which the Loan Parties have
inadvertently not paid when due as long as (A) the aggregate amount of taxes,
assessments or charges with respect to such returns does not exceed $500,000,
and (B) no Encumbrance has been filed on account thereof, and (C) promptly upon
the date an Authorized Officer obtains knowledge or should have obtained
knowledge thereof, the Borrowers file such returns and/or reports and make
payment of any amounts required to be paid on account thereof.

      4.13. NO MARGIN STOCK. No Loan Party is engaged in the business of
extending credit for the purpose of purchasing or carrying any margin stock
(within the meaning of Regulations U, T, and X of the Board of Governors of the
Federal Reserve System of the United States).

      4.14. INVESTMENT AND HOLDING COMPANY STATUS. No Loan Party is (a) an
"investment company" as defined in, or subject to regulation under, the
Investment Company Act of 1940 or (b) a "holding company" as defined in, or
subject to regulation under, the Public Utility Holding Company Act of 1935.

      4.15. ERISA.  Except to the extent that such action is not reasonably
likely to have a Material Adverse Effect, neither any Loan Party nor any
ERISA Affiliate has within the past three (3) years:

                  (i) Violated or failed to be in full compliance with any Loan
      Party's Employee Benefit Plan.

                  (ii) Failed timely to file all reports and filings required by
      ERISA to be filed by any Loan Party.

                  (iii) Engaged in any nonexempt "prohibited transactions" or
      "reportable events" (respectively as described in ERISA).

                  (iv) Engaged in, or committed, any act such that a tax or
      penalty reasonably could be imposed upon any Loan Party on account thereof
      pursuant to ERISA.

                  (v)   Incurred any material accumulated funding deficiency
      within the meaning of ERISA.

                  (vi) Terminated any Employee Benefit Plan such that a lien
      could be asserted against any assets of any Loan Party on account thereof
      pursuant to ERISA.


                                       67
<PAGE>
                  (vii) Failed to make any required contribution or payment to,
      or made a complete or partial withdrawal from, any Employee Benefit Plan
      which is a multiemployer plan within the meaning of Section 4001(a) of
      ERISA.

      4.16. HAZARDOUS MATERIALS. Except as set forth on EXHIBIT 4.16 hereto, (i)
the operations of each Loan Party are in material compliance with all
Environmental Laws; (ii) to the best of each Loan Party's knowledge, there has
been no Release at any of the properties owned or operated by any Loan Party or
a predecessor in interest, or at any disposal or treatment facility which
received Hazardous Materials generated by any Loan Party or any predecessor in
interest which is reasonably likely to have a Material Adverse Effect; (iii) no
Environmental Action has been asserted against any Loan Party or any predecessor
in interest nor does any Loan Party have knowledge or notice of any threatened
or pending Environmental Action against any Loan Party or any predecessor in
interest which is reasonably likely to have a Material Adverse Effect; (iv) no
Loan Party has knowledge of any Environmental Actions that have been asserted
against any facilities that may have received Hazardous Materials generated by
any Loan Party or any predecessor in interest which are reasonably likely to
have a Material Adverse Effect; (v) to the best of such Loan Party's knowledge,
no property now or formerly owned or operated by a Loan Party has been used as a
treatment or disposal site for any Hazardous Material; (vi) no Loan Party has
failed to report to the proper Governmental Authority any Release which is
required to be so reported by any Environmental Laws which is reasonably likely
to have a Material Adverse Effect; (vii) each Loan Party holds all licenses,
permits and approvals required under any Environmental Laws in connection with
the operation of the business carried on by it, except for such licenses,
permits and approvals as to which a Loan Party's failure to maintain or comply
with is not reasonably likely to have a Material Adverse Effect; and (viii) no
Loan Party has received any notification pursuant to any Environmental Laws that
(A) any work, repairs, construction or Capital Expenditures are required to be
made in respect as a condition of continued compliance with any Environmental
Laws, or any license, permit or approval issued pursuant thereto or (B) any
license, permit or approval referred to above is about to be reviewed, made,
subject to limitations or conditions, revoked, withdrawn or terminated, in each
case, except as is not reasonably likely to have a Material Adverse Effect.

      4.17. LITIGATION. Except as described in EXHIBIT 4.17, annexed hereto,
there is not presently pending or threatened by or against any Loan Party any
suit, action, proceeding, or investigation which, if determined adversely to any
Loan Party, would have a Material Adverse Effect. As of the Effective Date, no
Loan Party is the holder of any Commercial Tort Claim other than as described on
EXHIBIT 4.17.

      4.18. ADEQUACY OF DISCLOSURE.

            (a) All quarterly and annual financial statements furnished to the
Administrative Agent and to each Revolving Credit Lender by the Loan Parties on
a consolidated basis have been prepared in accordance with GAAP consistently
applied (provided however, that unaudited financial statements are subject to
normal year end adjustments and to the absence of footnotes). All financial
statements furnished to the Administrative Agent and to each Revolving Credit
Lender by the Loan Parties present fairly the condition of the Loan Parties at
the date(s) thereof and the results of operations and cash flows for the
period(s) covered (provided however, that unaudited financial statements are
subject to normal year end adjustments and to the absence of footnotes). There
has been no change in the Consolidated financial condition, results of


                                       68
<PAGE>
operations, or cash flows of the Loan Parties since the date(s) of such
financial statements, other than changes which are not reasonably likely to have
a Material Adverse Effect.

            (b) No Loan Party has any material contingent obligation or material
obligation under any Lease or Capital Lease which is not noted in the Loan
Parties' annual Consolidated financial statements furnished to the
Administrative Agent and to each Revolving Credit Lender prior to the execution
of this Agreement.

            (c) No document, instrument, agreement, or paper given to the Agent
or to any Revolving Credit Lender by or on behalf of each Loan Party or any
guarantor of the Liabilities in connection with the execution of this Agreement
by the Agent and to each Revolving Credit Lender contains any untrue statement
of a material fact or omits or will omit to state a material fact necessary in
order to make the statements therein not misleading. There is no fact known to
any Loan Party which has, or which, in the foreseeable future is reasonably
likely to have a Material Adverse Effect.

      4.19. UNRESTRICTED SUBSIDIARIES.  Each of the Unrestricted Subsidiaries
is inactive or in the process of being liquidated or dissolved.

      4.20. NO BANKRUPTCY FILING.   No Loan Party is contemplating, or has
any knowledge of any other Person contemplating, taking any of the actions
described in Section 11.11 or 11.12 hereof.  No Loan Party is contemplating
the liquidation of all or a major portion of such Loan Party's assets.

      4.21. PATRIOT ACT

      Each Borrower is in compliance, in all material respects, with the USA
PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the "Patriot Act"). No part of the proceeds of the Loans will be used, directly
or indirectly, for any payments to any governmental official or employee,
political party, official of a political party, candidate for political office,
or anyone else acting in an official capacity, in order to obtain, retain or
direct business or obtain any improper advantage, in violation of the United
States Foreign Corrupt Practices Act of 1977, as amended.

      4.22. FOREIGN ASSET CONTROL REGULATIONS Neither of the advance of the
Loans nor the use of the proceeds of any thereof will violate the Trading With
the Enemy Act (50 U.S.C. Section 1 et seq., as amended) (the "Trading With the
Enemy Act") or any of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the
"Foreign Assets Control Regulations") or any enabling legislation or executive
order relating thereto (which for the avoidance of doubt shall include, but
shall not be limited to (a) Executive Order 13224 of September 21, 2001 Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten to
Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the "Executive Order")
and (b) the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)).
Furthermore, none of the Borrowers or their Affiliates (a) is or will become a
"blocked person" as described in the Executive Order, the Trading With the Enemy
Act or the Foreign Assets Control Regulations or (b) engages or will engage in
any dealings or transactions,


                                       69
<PAGE>
or be otherwise associated, with any such "blocked person" or in any manner
violative of any such order.

ARTICLE 5 - GENERAL COVENANTS:

      5.1.  PAYMENT AND PERFORMANCE OF LIABILITIES.  The Loan Parties shall
pay each payment Liability when due (or when demanded, if payable on demand)
and shall promptly, punctually, and faithfully perform each other Liability.

      5.2.  DUE ORGANIZATION. AUTHORIZATION. NO CONFLICTS.

            (a) Each Loan Party shall remain in good standing as a corporation
or other entity under the laws of the state in which it is organized, and shall
hereafter remain duly qualified and in good standing in every other state in
which, by reason of the nature or location of each Loan Parties' assets or
operation of each of their respective business, such qualification may be
necessary, except where the failure to so qualify would not have a Material
Adverse Effect.

            (b) No Loan Party shall change its state of organization; any
organizational identification number assigned to that Loan Party by that state;
or that Loan Party's federal taxpayer identification number, without the prior
written consent of the Administrative Agent, which consent shall not be
unreasonably withheld.

            (c) Except where the failure to observe, maintain, or perform the
following is not reasonably likely to have a Material Adverse Effect:

                  (i) All customary formalities regarding the corporate
      existence of each Loan Party will be observed.

                  (ii) In accordance with its present practices, each Loan Party
      will accurately maintain its organizational documents separate from those
      of any Affiliate of such Loan Party and any other Person.

      5.3.  TRADE NAMES.

            The Lead Borrower will provide the Administrative Agent with not
less than ten (10) days prior written notice (with reasonable particularity) of
any change to any Loan Party's name from that under which that Loan Party is
conducting its business at the execution of this Agreement and will not effect
such change unless each Loan Party is then in compliance with all provisions of
this Agreement.

      5.4.  LOCATIONS.

            (a) The Collateral, and the books, records, and papers of the Loan
Parties pertaining thereto, will be kept and maintained solely (i) at those
locations which are listed on Exhibit 4.4, annexed hereto (or as supplemented
pursuant to the terms of this Agreement), which Exhibit includes, with respect
to each such location, the name and address of the landlord on the Lease which
covers such location (or an indication that a Loan Party owns the subject
location) and of all service bureaus with which any such records are maintained
or (ii) at such other


                                       70
<PAGE>
locations as to which the Lead Borrower has provided ten (10) days prior written
notice to the Administrative Agent of the intended location of the Collateral,
books, records, and papers thereat.

            (b) No Loan Party shall remove any of the Collateral from those
locations described in Section 4.4(a) except for the following purposes:

                  (i)   To accomplish sales of Inventory in the ordinary
      course of business.

                  (ii) To move Inventory or other Collateral from one such
      location to another such location.

                  (iii) To utilize such of the Collateral as is removed from
      such locations in the ordinary course of business.

            (c)   No Loan Party will:

                  (i) Alter, modify, or amend any Lease in a manner which is
      reasonably likely to have a Material Adverse Effect.

                  (ii) Other than leased departments and similar arrangements
      with third parties, commit to open or close, or open or close, any
      location at which any Loan Party maintains, offers for sales, or stores
      any of the Collateral, in any fiscal year such that the actual number of
      stores of all Borrowers in the aggregate (A) exceeds by ten (10) the
      number of stores reflected on the Business Plan for such fiscal year, or
      (B) is more than ten (10) fewer than the number of stores reflected on the
      Business Plan for such fiscal year (without giving effect to any new
      stores which the Business Plan projected to be opened or closed, but which
      have not in fact been opened or closed)

            (d) No tangible personal property of any Loan Party shall hereafter
be placed under such care, custody, storage, or entrustment, except (i) as
otherwise disclosed pursuant to, or permitted by, this Section 5.5, or (ii) for
Inventory in an amount not to exceed $1,000,000 at Cost in the aggregate at any
time in the ordinary course of business.

      5.5.  ENCUMBRANCES.

            (a) The Loan Parties shall remain, the owners of the Collateral free
and clear of all Encumbrances other than any Permitted Encumbrance.

            (b) No Loan Party shall have possession of any property on
consignment to that Loan Party from a third party that is not a Loan Party
except (i) those listed on EXHIBIT 4.5(B), annexed hereto and (ii) those as to
which the Loan Parties notify the Administrative Agent in accordance with the
provisions of Section 6.3 hereof.

      5.6.  INDEBTEDNESS.   The Loan Parties shall not hereafter have any
Indebtedness other than:

            (a)   Permitted Indebtedness; and


                                       71
<PAGE>
            (b)   A Loan Party's guaranty of Permitted Indebtedness of
another Loan Party.

      5.7.  INSURANCE.

            (a) The Lead Borrower shall provide the Administrative Agent with
prompt written notice of any change in the insurance policies owned by the Loan
Parties or under which any Loan Party is the named insured from those in effect
as of the Closing Date.

            (b) The Loan Parties shall have and maintain at all times insurance
covering such risks, in such amounts, containing such terms, in such form, for
such periods, and written by the companies presently providing such insurance,
or such other companies as may be selected by the Lead Borrower and are
satisfactory to the Agent (whose consent shall not be unreasonably withheld).

            (c) All insurance carried by the Loan Parties shall provide for a
minimum of thirty (30) days' prior written notice of cancellation to the
Administrative Agent and all such insurance which covers the Collateral shall

                  (i) Include an endorsement in favor of the Collateral Agent,
      which endorsement shall provide that the insurance, to the extent of the
      Collateral Agent's interest therein, shall not be impaired or invalidated,
      in whole or in part, by reason of any act or neglect of any Loan Party or
      by the failure of any Loan Party to comply with any warranty or condition
      of the policy.

                  (ii) Not include an endorsement in favor of any other Person
      (other than the agents for the holders of the Senior Non-Convertible
      Facility, those Persons intended as beneficiaries of any builder's risk
      insurance, and the holder of any Permitted Encumbrances).

            (d) The Lead Borrower shall furnish the Collateral Agent from time
to time, upon request of the Collateral Agent, with certificates or other
evidence satisfactory to the Collateral Agent regarding compliance by the Loan
Parties with the foregoing requirements.

            (e) In the event of the failure by the Loan Parties to maintain
insurance as required herein, the Agent, at its option and the Loan Parties'
expense, may obtain such insurance at the expense of the Loan Parties, provided,
however, the Agent's obtaining of such insurance shall not constitute a cure or
waiver of any Event of Default occasioned by the Loan Parties' failure to have
maintained such insurance.

      5.8. LICENSES. The Loan Parties shall (a) with respect to existing
licensors and licensees, use its best efforts to, and (b) with respect to
license agreements entered into after the Effective Date, shall, cause the
licensors and licensees to enter into such tri-party or estoppel agreements as
the Agent may reasonably request.

      5.9. REQUIREMENTS OF LAW. Each Loan Party shall and shall cause its
Subsidiaries to be in compliance with, and shall hereafter comply with and use
its assets in compliance with, all Requirements of Law except where the failure
of such compliance will not have a Material Adverse Effect.


                                       72
<PAGE>
      5.10. LABOR RELATIONS.

            The Lead Borrower shall provide the Administrative Agent with prompt
written notice of any additional or amended collective bargaining or other labor
contract entered into after the Effective Date.

      5.11. MAINTAIN PROPERTIES.  The Loan Parties shall:

            (a) Keep the Collateral in good order and repair (ordinary
reasonable wear and tear and insured casualty excepted).

            (b)   Not suffer or cause the waste or destruction of any
material part of the Collateral.

            (c)   Not use any of the Collateral in violation of any policy of
insurance thereon.

            (d)   Not sell, lease, or otherwise dispose of any of the
Collateral, other than the following:

                  (i)   The use of Inventory in compliance with this
      Agreement.

                  (ii) The disposal of Equipment which is obsolete, worn out, or
      damaged beyond repair, or no longer useful in the Loan Parties'
      businesses.

                  (iii) Permitted Dispositions.

                  (iv)  The turning over to the Administrative Agent of all
      Receipts as provided herein.

                  (v)   The use of the Collateral to pay Liabilities arising
      in the ordinary course.

      5.12. TAXES.

            The Loan Parties shall: pay, as they become due and payable, all
taxes and unemployment contributions and other charges of any kind or nature
levied, assessed or claimed against any Loan Party or the Collateral by any
Person whose claim could result in an Encumbrance upon any asset of any Loan
Party or by any governmental authority, provided, however, that (i) no such
taxes, contributions and charges are required to be paid if being contested in
good faith by such Loan Party, by appropriate proceedings diligently instituted
and conducted, without danger to any material risk to the Collateral, and
adequate reserves or appropriate provision, if any, as shall be required in
conformity with GAAP, shall have been made therefor, and provided that no
Encumbrance has been filed on account thereof, and (ii) the inadvertent failure
of a Loan Party to pay any such taxes, contributions, and other charges when due
shall not constitute an Event of Default hereunder as long as (A) the aggregate
amount thereof does not exceed $500,000, and (B) no Encumbrance has been filed
on account thereof, and (C) promptly upon the date an Authorized Officer obtains
knowledge or should have obtained knowledge thereof, the Borrowers make payment
of such taxes, contributions or


                                       73
<PAGE>
charges; properly exercise any trust responsibilities imposed upon any Loan
Party by reason of withholding from employees' pay or by reason of any Loan
Parties' receipt of sales tax or other funds for the account of any third party;
timely make all contributions and other payments as may be required pursuant to
any Employee Benefit Plan now or hereafter established by any Loan Party; and
timely file all tax and other returns and other reports with each Governmental
Authority to whom any Loan Party is obligated to so file, provided that the
inadvertent failure of a Loan Party to file any such returns or reports when due
shall not constitute an Event of Default hereunder as long as (A) the aggregate
amount of taxes, assessments or charges with respect to such returns does not
exceed $500,000, and (B) no Encumbrance has been filed on account thereof, and
(C) promptly upon the date an Authorized Officer obtains knowledge or should
have obtained knowledge thereof, the Borrowers file such returns and/or reports
and make payment of any amounts required to be paid on account thereof.

      5.13. NO MARGIN STOCK.  No part of the proceeds of any borrowing
hereunder will be used at any time to purchase or carry any such margin stock
or to extend credit to others for the purpose of purchasing or carrying any
such margin stock.

      5.14. ERISA.

            Neither any Loan Party nor any ERISA Affiliate shall ever engage in
any action of the type described in Section 4.15, if as a result thereof, such
Loan Party or ERISA Affiliate will, or could reasonably be expected to, incur
liability that could reasonably likely have a Material Adverse Effect.

      5.15. HAZARDOUS MATERIALS.

            (a) Each Loan Party shall, except where a violation or failure is
not reasonably likely to have a Material Adverse Effect: (i) keep any property
either owned or operated by it or any of its Subsidiaries free of any
Environmental Liens; (ii) comply, and cause each of its Subsidiaries to comply,
in all material respects with Environmental Laws and provide to the Collateral
Agent any documentation of such compliance which the Collateral Agent may
reasonably request; (iii) provide the Collateral Agent written notice within
five (5) days of any Release of a Hazardous Material in excess of any reportable
quantity from or onto property at any time owned or operated by it or any of its
Subsidiaries and take any remedial actions required to abate said Release; (iv)
provide the Collateral Agent with written notice within ten (10) days of the
receipt of any of the following: (A) notice that an Environmental Lien has been
filed against any property of any Loan Party or any of its Subsidiaries; (B)
commencement of any Environmental Action or notice that an Environmental Action
will be filed against any Loan Party or any of its Subsidiaries; and (C) notice
of a violation, citation or other administrative order which, to the extent that
any of the foregoing are reasonably likely to have a Material Adverse Effect and
(v) defend, indemnify and hold harmless the Agent and the Revolving Credit
Lenders and their transferees, and their respective employees, agents, officers
and directors, from and against any claims, demands, penalties, fines,
liabilities, settlements, damages, costs or expenses (including, without
limitation, attorney and consultant fees, investigation and laboratory fees,
court costs and litigation expenses) arising out of (A) the generation,
presence, disposal, Release or threatened Release of any Hazardous Materials on,
under, in, originating or emanating from any property at any time owned or
operated by any Loan Party or any of its Subsidiaries (or its predecessors in
interest or title), (B) any personal injury (including wrongful


                                       74
<PAGE>
death) or property damage (real or personal) arising out of or related to the
presence or Release of such Hazardous Materials, (C) any request for
information, investigation, lawsuit brought or threatened, settlement reached or
order by a Governmental Authority relating to the presence or Release of such
Hazardous Materials, (D) any violation of any Environmental Law and/or (E) any
Environmental Action filed against the Agent or any Revolving Credit Lender, to
the extent that any of the foregoing is reasonably likely to have a Material
Adverse Effect.

            (b) No Loan Party shall knowingly or negligently permit the use,
handling, generation, storage, treatment, Release or disposal of Hazardous
Materials at any property owned or leased by it or any of its Subsidiaries,
except in compliance with Environmental Laws and so long as such use, handling,
generation, storage, treatment, Release or disposal of Hazardous Materials is
not reasonably likely to result in a Material Adverse Effect.

      5.16. DIVIDENDS. INVESTMENTS. CORPORATE ACTION.   No Loan Party shall:

            (a) Pay any cash dividend or make any other distribution in respect
of any class of that Loan Party's capital stock (other than dividends payable to
another Loan Party or payable solely in the capital stock of such paying Loan
Party). Notwithstanding anything to the contrary contained herein, dividends
(other than dividends payable solely in the capital stock of another Loan Party)
shall only be payable to the Parent by any other Loan Party to the extent not
otherwise in violation of the Loan Documents and in any event in an amount not
to exceed $5,000,000 (less loans and advances to the Parent made under clause
(l) of the definition of Permitted Indebtedness) in the aggregate after the date
hereof.

            (b) 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:

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

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

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

            (c) Invest in or purchase any stock or securities or rights to
purchase any such stock or securities, of any Person other than a Permitted
Investment, or a Permitted Acquisition.

            (d) Merge or consolidate or be merged or consolidated with or into
any other corporation or other entity, other than in connection with a Permitted
Acquisition (provided that a Loan Party is the surviving, continuing or
resulting corporation) or of one Loan Party into another Loan Party; provided
that, if no Default or Event of Default shall have occurred and be continuing or
would result therefrom, the following shall be permitted:


                                       75
<PAGE>
                  (i) With the prior written consent of the agent under the
      Senior Non-Convertible Facility, the merger, consolidation or amalgamation
      of any wholly-owned Subsidiary with or into a Borrower or with or into
      another wholly-owned Subsidiary of a Borrower, so long as in any merger,
      consolidation or amalgamation involving a Borrower, the Borrower is the
      surviving, continuing or resulting corporation;

                  (ii)  The liquidation or dissolution of any Unrestricted
      Subsidiary.

                  (iii) Any acquisition which is a Permitted Acquisition,
      provided that all of the applicable conditions contained in the definition
      of the term Permitted Acquisition are satisfied.

      Notwithstanding the foregoing, the Parent may not merge or consolidate or
      be merged or consolidated with or into any other Person without the prior
      written consent of the Administrative Agent.

            (e) Subordinate any debts or obligations owed to that Loan Party by
any third party to any other debts owed by such third party to any other Person.

            (f) Enter into leases of property or assets not constituting
Permitted Acquisitions, unless such leases are not otherwise in violation of
this Agreement.

            (g) Organize or create any Affiliate other than in connection with a
Permitted Acquisition or in compliance with the provisions of Section 5.21
hereof with respect to such Subsidiary.

            (h) Acquire any assets other than in the ordinary course and conduct
of that Loan Party's business as conducted at the execution of this Agreement,
other than in connection with a Permitted Acquisition or as otherwise permitted
in this Agreement.

      5.17. LOANS.  No Loan Party shall make any loans or advances to, nor
acquire the Indebtedness of, any Person, provided, however, the foregoing
does not prohibit any of the following:

            (a)   Advance payments made to that Loan Party's suppliers in the
ordinary course;.

            (b) Advances to that Loan Party's officers, employees, and
salespersons with respect to reasonable expenses to be incurred by such
officers, employees, and salespersons for the benefit of that Loan Party, which
expenses are properly substantiated by the Person seeking such advance and
properly reimbursable by that Loan Party;

            (c) Loans and advances to employees for business-related moving
expenses, costs of replacement homes, business machines or supplies, automobiles
and other similar expenses, in each case incurred in the ordinary course of
business not to exceed (together with loans and advances under Section 5.17(d)
and investments permitted under clause (m) of the definition of Permitted
Investments) $6,000,000 in the aggregate outstanding to all employees at any one
time;


                                       76
<PAGE>
            (d) Loans and advances to that Loan Party's officers, employees, and
salespersons in connection with any employment agreements or arrangements, or
any stock options or option plans not to exceed $6,000,000 (together with loans
and advances under Section 5.17(c) and investments permitted under clause (m) of
the definition of Permitted Investments) in the aggregate outstanding to all
employees at any one time;

            (e)   To the extent not permitted by the foregoing clauses, the
existing loans and advances, described on EXHIBIT 5.17(E) hereto;

            (f) Intercompany loans and advances or other intercompany
Indebtedness (i) existing on the date hereof and described on EXHIBIT 5.17(F)
hereof, (ii) hereafter made among any Loan Parties within the same Division,
(iii) hereafter made by any Borrower to any other Borrower, (iv) hereafter made
by any Loan Party to any of its wholly owned Subsidiaries which are also Loan
Parties; and (v) hereafter made to the Parent by any other Loan Party to the
extent any of the same constitutes Permitted Indebtedness under clause (l) of
the definition of Permitted Indebtedness or to any Loan Party by the Parent,
provided that (x) such intercompany loans shall be evidenced by such
documentation as the Collateral Agent may require, and (y) after the occurrence
of a Cash Control Event, no such intercompany loans may be made under clause
(iii) hereof unless there is no VC Availability or Filene's Availability, as
applicable, immediately prior to the making of such loan to the Division to whom
such loan is being made.

            (g) Loans and advances of a Person outstanding at the time such
Person becomes a Subsidiary as a result of a Permitted Acquisition, provided
that any such loans or advances were not made at the time of or in contemplation
of the acquisition of such Person by a Loan Party or any Subsidiaries.

            (h) Any other loans and advances to or for the benefit of any Person
which (i) is not itself a Loan Party, (ii) are not otherwise permitted by the
foregoing clauses, and (iii) are made after the Effective Date, which loans and
advances have been approved in advance by the Administrative Agent.

      5.18. PROTECTION OF ASSETS. The Administrative Agent, in the
Administrative Agent's reasonable, good faith discretion, and from time to time,
may discharge any tax or Encumbrance on any of the Collateral, or take any other
action which the Administrative Agent may deem reasonably necessary or desirable
to repair, insure, maintain, preserve, collect, or realize upon any of the
Collateral. The Administrative Agent shall not have any obligation to undertake
any of the foregoing and shall have no liability on account of any action so
undertaken except where there is a specific finding in a judicial proceeding (in
which the Administrative Agent has had an opportunity to be heard), from which
finding no further appeal is available, that the Administrative Agent had acted
in actual bad faith, in willful misconduct, or in a grossly negligent manner.
The Loan Parties shall pay to the Administrative Agent, on demand, or the
Administrative Agent, in its reasonable, good faith discretion, may add to the
Loan Account, all amounts paid or incurred by the Administrative Agent pursuant
to this Section 5.18.

      5.19. LINE OF BUSINESS; CONDUCT OF BUSINESS.


                                       77
<PAGE>
            (a) No Loan Party shall engage in any business other than the
business in which it is currently engaged or a business reasonably related
thereto, or any retail lease department operation.

            (b) The Loan Parties shall conduct their business substantially in
accordance with the Business Plan, or as otherwise approved by the
Administrative Agent pursuant to Section 6.10, below. The foregoing shall not
obligate the Borrowers to achieve any specific financial performance and no
financial performance covenants are intended to be imposed thereby.

      5.20. AFFILIATE TRANSACTIONS.

            (a) Except as set forth in that certain confidential side letter
from the Lead Borrower to the Administrative Agent and for loans which may be
made between Loan Parties permitted pursuant to Section 5.17, above, no Loan
Party shall make any payment, nor give any value to any Affiliate except for
leases, goods and services with such Affiliate for a price and on terms which
shall be in the ordinary course of business at prices and on terms and
conditions no less favorable to that Loan Party than those which would have been
charged and imposed in an arms length transaction from unrelated third parties,
except (i) sales of goods to an Affiliate for use or distribution outside of the
United States of America which complies with the any applicable legal
requirements of the Internal Revenue Code of 1986 and the Treasury Regulations,
each as amended from time to time, provided that such sales shall not exceed
$500,000 in the aggregate in any fiscal year of the Borrowers, (ii) loans,
advances and other payments to officers and directors as part of their
compensation which are entered into in the ordinary course of business and which
are not otherwise prohibited under the Loan Documents, (iii) other dividends and
distributions to officers, directors and shareholders otherwise permitted under
this Agreement, or (iv) transactions between or among the Loan Parties not
prohibited hereunder and not involving any other Affiliate.

            (b) The Loan Parties shall not (i) without the prior written consent
of the Administrative Agent, amend, modify or waive any of the provisions of the
instruments, documents or agreements described in the confidential side letter
referred to in clause (a) above, the effect of which is to increase the payments
or value to be furnished by a Loan Party to any Affiliate (other than for
ordinary increases under such instruments, documents and agreements in the
ordinary course of business, for which the Loan Parties are presently obligated
to make payment in such instrument, document or agreement as in effect on the
Effective Date) or which would cause such instruments, documents or agreements
to be at prices and on terms and conditions less favorable to that Loan Party
than those which would have been charged and imposed in an arms length
transaction from unrelated third parties, or (ii) make any payments under such
instruments, documents or agreements in advance of the date when due (other than
payments made to Affiliates to fund obligations or anticipated claims under
workers' compensation, medical plans, employee benefit plans or agreements, and
other similar plans, all in accordance with current practices).

            (c) The Borrowers shall use their best efforts to cause their
Affiliates to execute and deliver to the Agent and the Revolving Credit Lenders
such documentation as the Administrative Agent may reasonably require to
evidence the Affiliates' agreement with the provisions of this Section 5.20.


                                       78
<PAGE>
      5.21. ADDITIONAL SUBSIDIARIES. If any additional Subsidiary (other than of
DSW, DSW Shoe and their Subsidiaries) is formed or acquired after the Effective
Date, the Lead Borrower will notify the Collateral Agent thereof and (a) the
Loan Parties will cause such Subsidiary to become a Borrower or Facility
Guarantor hereunder, as determined by the Collateral Agent, within three (3)
Business Days after such Subsidiary is formed or acquired and promptly take such
actions to create and perfect Encumbrances on such Subsidiary's assets to secure
the Liabilities as the Collateral Agent or the Majority Lenders shall reasonably
request and (b) if any shares of capital stock or Indebtedness of such
Subsidiary are owned by or on behalf of any Loan Party, the Loan Parties will
cause such shares and promissory notes evidencing such Indebtedness to be
pledged within three (3) Business Days after such Subsidiary is formed or
acquired. Nothing contained herein shall be deemed a modification of any other
provisions of this Agreement restricting the formation or acquisition of
Subsidiaries by the Loan Parties.

      5.22. FURTHER ASSURANCES.

            (a) No Loan Party will hereafter acquire any asset or any interest
in property (other than Leasehold Interests not required to be pledged under the
Senior Non-Convertible Facility) which is not, immediately upon such
acquisition, subject to such a perfected Collateral Interest in favor of the
Collateral Agent to secure the Liabilities (subject only to Permitted
Encumbrances).

            (b) Each Loan Party shall execute and deliver to the Collateral
Agent such instruments, documents, and papers, and shall do all such things from
time to time hereafter as the Collateral Agent may reasonably request to carry
into effect the provisions and intent of this Agreement; to protect and perfect
the Collateral Agent's Collateral Interests in the Collateral; and to comply
with all applicable statutes and laws, and facilitate the collection of the
Receivables Collateral. Each Loan Party shall execute all such instruments as
may be reasonably required by the Collateral Agent with respect to the
recordation and/or perfection of the Collateral Interests created or
contemplated herein.

            (c) Each Loan Party hereby designates the Collateral Agent as and
for that Loan Party's true and lawful attorney, with full power of substitution,
to sign and file any financing statements in order to perfect or protect the
Collateral Agent's Collateral Interests in the Collateral.

            (d) This Agreement constitutes an authenticated record which
authorizes the Collateral Agent to file such financing statements as the
Collateral Agent determine as appropriate to perfect or protect the Collateral
Interests created by this Agreement.

      5.23. ADEQUACY OF DISCLOSURE.

            No document, instrument, agreement, or paper hereafter given to the
Agent or to any Revolving Credit Lender by or on behalf of each Loan Party or
any guarantor of the Liabilities in connection with the execution of this
Agreement by the Agent and to each Revolving Credit Lender contains or will
contain any untrue statement of a material fact or omits or will omit to state a
material fact necessary in order to make the statements therein not misleading.


                                       79
<PAGE>
      5.24. NO RESTRICTIONS ON LIABILITIES.  No Loan Party shall enter into
or directly or indirectly become subject to any agreement which prohibits or
restricts, in any manner, any Loan Party's:

            (a)   Creation of, and granting of Collateral Interests in favor
of the Collateral Agent.

            (b)   Incurrence of Liabilities.

      5.25. RESTRICTIONS ON PAYMENT OF SENIOR NON-CONVERTIBLE FACILITY.

            (a)   The Senior Non-Convertible Facility may be paid only as
follows:

                  (i) Except as permitted pursuant to clauses (i)(B) and (ii)(B)
      hereof, interest and fees on the Senior Non-Convertible Facility may be
      paid in cash in the ordinary course in accordance with the terms of the
      documents evidencing the Senior Non-Convertible Facility as long as (A) no
      Specified Event of Default has occurred and is continuing, and (B) Average
      Excess Availability for the thirty (30) day period prior to the making of
      such payment is equal to or greater than Thirty-Five Million Dollars
      ($35,000,000.00), plus the amount of the proposed payment, and Excess
      Availability immediately after giving effect to such payment is equal to
      or greater than Thirty-Five Million Dollars ($35,000,000.00). If such
      Excess Availability requirements are not satisfied, no interest or fee
      payments may be made on the Senior Non-Convertible Facility in cash (i.e.
      partial payments of interest or fees on the Senior Non-Convertible
      Facility in cash shall not be permitted);

                  (ii) Subject to the terms of the Intercreditor Agreement,
      principal on the Senior Non-Convertible Facility may be paid only as
      follows:

                        (A)   From the net cash proceeds of the
            Non-Convertible Senior Collateral; or

                        (B) So long as no Event of Default then exists or would
            arise therefrom, from payments made on account of the RVI Note in
            accordance with the provisions of clause (g) of the definition of
            Permitted Dispositions; or

                        (C) Upon satisfaction of each of the following
            conditions and only to the extent that the following conditions are
            not breached as a result of such payment:

                              (I) The Borrowers shall have achieved at least 85%
                  of Consolidated EBITDA set forth in the most receipt forecasts
                  furnished pursuant to Section 5.10(b) hereof for the twelve
                  months ending on the last day of the month immediately
                  preceding such payment; and

                              (II) After giving effect to such payment, Excess
                  Availability shall be at least $90,000,000, as determined by
                  the Collateral Agent; and


                                       80
<PAGE>
                              (III) After giving effect to such payment, pro
                  forma projected Excess Availability for each of the ninety
                  (90) days subsequent to the date of such payment must be at
                  least $90,000,000, as determined by the Collateral Agent;

                              (IV) Prior to, at the time of, and after giving
                  effect to such payment, no Specified Event of Default then
                  exists; or

                        (D) On the scheduled maturity date of the Senior
            Non-Convertible Facility (but not any accelerated maturity date).

            (b) The Loan Parties shall not hereafter effect or permit any
changes in or amendment to (i) the terms relating to the repayment of the Senior
Non-Convertible Facility, or (ii) except as provided in the Intercreditor
Agreement, any of the instruments, documents or agreements evidencing the Senior
Non-Convertible Facility. If, notwithstanding the foregoing, CCM, as agent under
the Senior Non-Convertible Facility, hereafter imposes any additional or more
restrictive covenants (financial or otherwise) or events of default with respect
to the Senior Non-Convertible Facility (including by amendment or an existing
covenant or event of default, by waiver, consent or otherwise) than is imposed
on the Effective Date under this Agreement or any Loan Party grants to CCM, as
agent under the Senior Non-Convertible Facility, a new covenant or event of
default that is not contained in this Agreement as of the Effective Date, the
Lead Borrower shall promptly notify, and furnish a copy thereof to the
Administrative Agent.

      5.26. UNRESTRICTED SUBSIDIARIES.No Unrestricted Subsidiary shall, at
any time, have assets in excess of $500,000 in the aggregate.

      5.27. PARENT'S LINE OF BUSINESS. The Parent shall not engage in any
business, and shall not own any property or assets, other than acquiring and
owning (a) the capital stock of any other Loan Party, DSW or the Unrestricted
Subsidiaries, and (b) any investments permitted to be made by the Parent
hereunder, and (c) otherwise incidental to the operation of the business of a
holding company.

ARTICLE 6 - FINANCIAL REPORTING AND PERFORMANCE COVENANTS:

      6.1.  MAINTAIN RECORDS.   The Loan Parties shall:

            (a) At all times, keep proper books of account, in which full, true,
and accurate entries shall be made of all of the Loan Parties' financial
transactions, all in accordance with GAAP applied consistently with prior
periods to fairly reflect the Consolidated financial condition of the Loan
Parties at the close of, and its results of operations for, the periods in
question.

            (b) Timely provide the Administrative Agent with those financial
reports, statements, and schedules required by this Article 6 or otherwise, each
of which reports, statements and schedules shall be prepared, to the extent
applicable, in accordance with GAAP applied consistently with prior periods to
fairly reflect the Consolidated financial condition of the Loan Parties at the
close of, and the results of operations for, the period(s) covered therein.


                                       81
<PAGE>
            (c) At all times, keep accurate current records of the Collateral
including, without limitation, accurate current stock, cost, and sales records
of its Inventory for each Division, accurately and sufficiently itemizing and
describing the kinds, types, and quantities of Inventory and the cost and
selling prices thereof.

            (d) At all times, retain (i) Deloitte and Touche, LLP, or such other
nationally recognized independent certified public accountants who are
reasonably satisfactory to Schottenstein Stores Corporation (as long as it
remains in Control of the Borrowers) or (ii) or such other independent certified
public accountants who are reasonably satisfactory to Schottenstein Stores
Corporation (as long as it remains in Control of the Borrowers) and the
Administrative Agent, and instruct such accountants, subject to the terms of
such accountants' internal policies, and subject to the confidentiality
provisions of this Agreement, to fully cooperate with, and be available to, the
Administrative Agent to discuss the Loan Parties' financial performance,
financial condition, operating results, controls, and such other matters, within
the scope of the retention of such accountants, as may be raised by the
Administrative Agent.

            (e)   Not change any Loan Party's fiscal year.

      6.2.  ACCESS TO RECORDS.

            (a) Each Loan Party shall accord the Agent with reasonable access
during normal business hours from time to time as each Agent may require to all
properties owned by or over which any Loan Party has control. The Agent shall
have the right, and each Loan Party will permit the Agent from time to time as
the Agent may request, to examine, inspect, copy, and make extracts from any and
all of the Loan Parties' books, records, electronically stored data, papers, and
files. Each Loan Party shall make that Loan Party's copying facilities available
to the Agent.

            (b)   Each Loan Party hereby authorizes the Agent to:

                  (i) Inspect, copy, duplicate, review, cause to be reduced to
      hard copy, run off, draw off, and otherwise use any and all computer or
      electronically stored information or data which relates to any Loan Party.
      Each Loan Party shall request full cooperation with the Agent from any
      service bureau, contractor, accountant, or other Person.

                  (ii) Verify at any time the Collateral or any portion thereof,
      including verification with Account Debtors, and/or with each Loan Party's
      computer billing companies, collection agencies, and accountants.

            (c) The Agent from time to time may designate one or more
representatives to exercise the Agent's rights under this Section 6.2 as fully
as if the Agent were doing so, provided that the Agent shall not designate a
Person which is in a Competitive Business.

      6.3.  PROMPT NOTICE TO ADMINISTRATIVE AGENT.


                                       82
<PAGE>
            (a) The Lead Borrower shall provide the Administrative Agent with
written notice promptly upon the occurrence of any of the following events,
which written notice shall be with reasonable particularity as to the facts and
circumstances in respect of which such notice is being given:

                  (i) Any change in any Loan Party's President, chief executive
      officer, chief operating officer, and chief financial officer (without
      regard to the title(s) actually given to the Persons discharging the
      duties customarily discharged by officers with those titles).

                  (ii) Any ceasing of any Loan Party's payment of the debts of
      that Loan Party generally as they mature, in the ordinary course, to its
      creditors (other than its ceasing of making of such payments on account of
      a dispute which, if adversely determined to the Loan Parties is not
      reasonably likely to have a Material Adverse Effect).

                  (iii) Any failure by any Loan Party to pay rent at any of that
      Loan Party's locations, which failure continues for more than three (3)
      days following the last day on which such rent was payable unless such
      failure is not reasonably likely to have a Material Adverse Effect.

                  (iv) Any material adverse change in the business, operations,
      or financial affairs of any Borrower.

                  (v)   The occurrence of any Default.

                  (vi) Any intention on the part of any Loan Party to discharge
      that Loan Party's present independent accountants or any withdrawal or
      resignation by such independent accountants from their acting in such
      capacity (as to which, see Subsection 6.1(d)).

                  (vii) Any litigation which, if determined adversely to any
      Loan Party, is reasonably likely to have a Material Adverse Effect.

                  (viii) Any intention of a Borrower to enter into a consignment
      arrangement or licensing or other similar agreement (whether for
      intellectual property, leased departments in stores or otherwise) with any
      other Person (other than a Loan Party).

                  (ix)  Any Material Accounting Changes.

                  (x) Any event, occurrence or circumstance not specifically
      described herein which is reasonably likely to have a Material Adverse
      Effect.

                  (xi) Any Loan Party's entering into a license agreement after
      the Effective Date.

                  (xii) Any Loan Party's entering into a Capital Lease after
      the Effective Date.


                                       83
<PAGE>
            (b)   The Lead Borrower shall:

                  (i) Provide the Administrative Agent, when so distributed,
      with copies of any materials distributed to all shareholders of the Lead
      Borrower (qua such shareholders).

                  (ii)  Provide the Administrative Agent:

                        (A) When filed, copies of all filings with the SEC. Such
            copies may be provided in electronic format.

                        (B) When received, copies of all correspondence from the
            SEC, other than routine general communications from the SEC.

                        (C) Should any of the information on any of the Exhibits
            hereto become misleading in any material respect, the Borrower shall
            promptly advise the Administrative Agent in writing with such
            revisions or updates as may be necessary or appropriate to update or
            correct the same; provided however that no such Exhibit shall be
            deemed to have been amended, modified or superseded by any such
            correction or update, nor shall any breach of representation or
            warranty resulting from the inaccuracy or incompleteness of such
            Exhibit be deemed to have been cured or waived, unless and until the
            Administrative Agent, in its discretion shall have accepted in
            writing such revisions.

                  (iii) At the request of the Administrative Agent, from time to
      time, provide the Administrative Agent with copies of all advertising
      (including copies of all print advertising and duplicate tapes of all
      video and radio advertising).

                  (iv) Provide the Administrative Agent, when received by any
      Loan Party, with a copy of any management letter or similar communications
      from any independent accountant of any Loan Party.

      6.4. WEEKLY REPORTS. Weekly, on Friday of each week (as of the then
immediately preceding Saturday) the Lead Borrower shall provide the
Administrative Agent with borrowing base certificates (each, a "BORROWING BASE
CERTIFICATE") in the form of EXHIBIT 6.4 annexed hereto (as such form may be
revised from time to time by the Administrative Agent), prepared separately for
each Division and combined for all Borrowers, and sales audit reports and flash
collateral reports (each in such form as may be specified from time to time by
the Collateral Agent) prepared separately for each Division and combined for all
Borrowers. Such reports may be sent to the Administrative Agent by facsimile
transmission, provided that the original thereof is forwarded to the
Administrative Agent on the date of such transmission.

      6.5.  MONTHLY REPORTS.   Monthly, the Lead Borrower shall provide the
Administrative Agent with those financial statements and reports described in
EXHIBIT 6.5, annexed hereto, at the times set forth in such exhibit.


                                       84
<PAGE>
      6.6.  QUARTERLY REPORTS.  Quarterly, within forty-five (45) days
following the end of each of the Loan Parties' fiscal quarters, the Lead
Borrower shall provide the Administrative Agent with the following:

            (a) An original counterpart of a management prepared financial
statement (which shall be prepared in the same manner and using the same
assumptions as set forth in the forecasts furnished to, and approved by, the
Administrative Agent pursuant to the provisions of Section 6.10(c) hereof) for
(i) the Loan Parties on a consolidated basis, (ii) the Filene's Business, and
(iii) the Value City Business, in each case for the fiscal quarter most recently
ended, and for the period from the beginning of the Loan Parties' then current
fiscal year through the end of the subject quarter, with comparative information
for the same period of the previous fiscal year, which statement shall include a
balance sheet, statement of operations, and cash flows and comparisons for the
corresponding quarter of the then immediately previous year, as well as to the
Loan Party's forecast.

            (b)   The officer's compliance certificate described in Section
6.8.

      6.7.  ANNUAL REPORTS.

            (a) Annually, within ninety (90) days following the end of the Loan
Parties' fiscal year, the Lead Borrower shall furnish the Administrative Agent
with the following:

                  (i) An original signed counterpart of the Loan Parties'
      Consolidated annual financial statement, which statement shall have been
      prepared by, and bear the unqualified opinion of, the Lead Borrower's
      independent certified public accountants (i.e. said statement shall be
      "certified" by such accountants) and shall include, at a minimum (with
      comparative information for the then prior fiscal year) a balance sheet,
      statement of operations, statement of changes in shareholders' equity, and
      cash flows.

                  (ii) A consolidating annual financial statement for (i) the
      Filene's Business, and (ii) the Value City Business which shall include
      (with comparative information for the then prior fiscal year) a balance
      sheet and statement of operations.

                  (iii) The officer's compliance certificate described in
      Section 6.8.

            (b) No later than fifteen (15) days prior to the end of each of the
Loan Parties' fiscal years, the Lead Borrower shall give written notice to such
independent certified accountants (with a copy of such notice, when sent, to the
Administrative Agent) that such annual financial statement will be delivered by
the Lead Borrower to the Administrative Agent (for subsequent distribution to
each Revolving Credit Lender), and that the Lead Borrower has been advised that
the Administrative Agent and each Revolving Credit Lender will rely thereon with
respect to the administration of, and transactions under, the credit facility
contemplated by this Agreement.

      6.8. OFFICERS' CERTIFICATES. The Lead Borrower shall cause either the Lead
Borrower's Chief Executive Officer, President, Executive Vice President, Chief
Financial Officer, Controller, or Treasurer (collectively, an "AUTHORIZED
OFFICER"), in each instance, to


                                       85
<PAGE>
provide such Person's certificate with the monthly, quarterly and annual
financial statements to be provided pursuant to this Agreement, which
certificate shall:

            (a) Indicate that (i) with respect to the Consolidated financial
statement, the subject statement was prepared in accordance with GAAP
consistently applied, and (ii) with respect to all financial statements,
presents fairly the financial condition of the applicable Loan Parties at the
close of, and the results of the applicable Loan Parties' operations and cash
flows (where such cash flows are required to be provided) for, the period(s)
presented, subject, however to the following:

                        (A) Usual year end adjustments (this exception shall not
      be included in the certificate which accompanies such annual statement).

                        (B) Material Accounting Changes (in which event, such
      certificate shall include a schedule (in reasonable detail) of the effect
      of each such Material Accounting Change.

            (b) Indicate either that (i) no Default has occurred and is
continuing, or (ii) if such an event has occurred, its nature (in reasonable
detail) and the steps (if any) being taken or contemplated by the Loan Parties
to be taken on account thereof.

      6.9.  INVENTORIES, APPRAISALS, AND AUDITS.

            (a) The Collateral Agent, at the reasonable expense of the Loan
Parties, may participate in and/or observe each scheduled physical count of
Inventory which is undertaken on behalf of any Loan Party.

            (b) The Loan Parties, at their own expense, shall cause not less
than one (1) physical inventory of each of Division to be undertaken in each
twelve (12) month period during which this Agreement is in effect conducted by
such inventory takers as are reasonably satisfactory to the Collateral Agent and
following such methodology as may be reasonably satisfactory to the Collateral
Agent.

                  (i) The Lead Borrower, within forty-five (45) days following
      the completion of such inventory, shall provide the Collateral Agent with
      a reconciliation of the results of each such inventory (as well as of any
      other physical inventory undertaken by any Loan Party) and shall post such
      results to the Loan Parties' stock ledger and, as applicable to the Loan
      Parties' other financial books and records .

                  (ii) The Collateral Agent, in their reasonable, good faith
      discretion, if any Event of Default has occurred and is continuing, may
      cause such additional inventories to be taken as the Collateral Agent
      determine (each, at the expense of the Loan Parties).

            (c) The Collateral Agent may obtain appraisals of the Collateral
(copies of which, subject to the approval of the appraiser, shall be provided to
the Lead Borrower promptly upon receipt thereof), from time to time (in all
events, at the Loan Parties' expense) conducted by Hilco Appraisal Services, LLC
or such appraisers as are satisfactory to the Collateral Agent.


                                       86
<PAGE>
The Collateral Agent may conduct up to two (2) appraisals (in each event, at the
Loan Parties' expense) of the Collateral during any twelve (12) month period
during which this Agreement is in effect, but in their reasonable, good faith
discretion, during the occurrence and continuance of an Event of Default, may
undertake additional such appraisals (likewise at the Loan Party's expense)
during such period.

            (d) The Collateral Agent may conduct up to two (2) commercial
finance field examinations (in each event, at the Loan Parties' expense) of the
Loan Parties' books and records during any twelve (12) month period during which
this Agreement is in effect, but in their reasonable, good faith discretion
during the occurrence and continuance of an Event of Default, may undertake
additional such audits (likewise at the Loan Party's expense) during such
period.

            (e) Notwithstanding anything to the contrary herein contained, upon
the occurrence of any event or circumstance which is reasonably likely to have a
material adverse effect on the business, operations, property, assets, or
financial condition of any Division, the limitations set forth in clauses (c)
and (d) on the number of appraisals and commercial finance examinations which
the Agent may cause to be undertaken for such Division only shall be
inapplicable and the Agent may undertake as many appraisals and commercial
finance examinations of such Division with such frequency as the Agent may deem
reasonably appropriate and necessary (none of which shall be included in
determining the number of appraisals and commercial finance examinations the
Agent may undertake with respect to other Divisions).

            (f) Pursuant to the terms of the Intercreditor Agreement, CCM, as
agent under the Senior Non-Convertible Facility, may require the Collateral
Agent to undertake appraisals of the Collateral by appraisers selected in
accordance with the provisions of Section 6.9(c) hereof. Any such appraisals
undertaken by the Collateral Agent at the requirement of CCM shall not reduce
the number of appraisals permitted to be undertaken by the Collateral Agent
under Section 6.9(c) hereof. To the extent that the results of any such
appraisal reflect a reduction in the Appraised Inventory Liquidation Value, the
Collateral Agent may in their reasonable, good faith discretion reduce the
Inventory Advance Rates in a manner consistent with the reduced Appraised
Inventory Liquidation Value. In no event shall such Inventory Advance Rates be
subject to increase as a result of such appraisals, provided that nothing
contained herein shall impair the right of the Collateral Agent to increase the
Inventory Advance Rate as set forth in the definition of such term..

            (g) The Collateral Agent from time to time may undertake "mystery
shopping" (so-called) visits to all or any of the Loan Parties' business
premises.

      6.10. ADDITIONAL FINANCIAL INFORMATION.

            (a) In addition to all other information required to be provided
pursuant to this Article 6, the Lead Borrower promptly shall provide the Agent
with such other and additional information concerning the Loan Parties, the
Collateral, the operation of the Loan Parties' business, and the Loan Parties'
financial condition, including original counterparts of financial reports and
statements, as the Agent may from time to time reasonably request from the Lead
Borrower.


                                       87

<PAGE>
            (b) The Lead Borrower shall, upon the Administrative Agent's
request, provide the Administrative Agent, from time to time hereafter, with
updated forecasts of the Loan Parties' anticipated performance and operating
results for the current fiscal year. Such forecasts shall be in a format
consistent with the format previously provided to the Administrative Agent.

            (c) In all events, the Lead Borrower, no sooner than ninety (90) nor
later than sixty (60) days prior to the end of each of the Loan Parties' fiscal
years, shall provide the Administrative Agent with an updated and extended
forecast which shall go out at least through the end of the then next fiscal
year and shall include a statement of operations, balance sheet, and statement
of cash flow, by month, each Consolidated (with consolidating schedules by
Division) and each prepared in conformity with GAAP and consistent with the Loan
Parties' then current accounting practices.

            (d) When available the "Annual Budget", as approved by the Lead
Borrowers' Board of Directors, shall be provided to the Administrative Agent.
The Annual Budget shall be subject to the approval of the Administrative Agent
(whose approval shall not be unreasonably withheld) only if the Annual Budget
varies in a material way from the Business Plan for such fiscal year.

            (e) Each Loan Party recognizes that all commercial finance
examinations, inventories, analysis, financial information, and other materials
which the Agent may obtain, develop, or receive with respect to the Loan Parties
(other than appraisals and inventories received from third parties) are
confidential to the Agent and that, except as otherwise provided herein, no Loan
Party is entitled to receipt of any of such commercial finance examinations,
inventories, analysis, financial information, and other materials, nor copies or
extracts thereof or therefrom.

      6.11. INFORMATION DELIVERED PURSUANT TO ARTICLE 6.

      All information required to be delivered pursuant to Article 6 may be
delivered by and in electronic format.

ARTICLE 7 - USE OF COLLATERAL:

      7.1.  USE OF  INVENTORY COLLATERAL.

            (a) No Loan Party shall engage in any of the following with respect
to its Inventory:

                  (i) Any sale other than for fair consideration in the conduct
      of the Loan Parties' business in the ordinary course.

                  (ii) Sales or other dispositions to creditors, except returns
      in the ordinary course of business.

                  (iii) Sales or other dispositions in bulk except in the
      ordinary course of business consistent with past practices.


                                       88
<PAGE>
                  (iv) Sales in breach of any provision of this Agreement.

                  (v) Sales other than in connection with Permitted
      Dispositions.

            (b) Without the prior written consent of the Collateral Agent, no
sale of Inventory shall be on consignment (other than between Loan Parties),
approval, or under any other circumstances such that, with the exception of the
Loan Parties' customary return policy applicable to the return of inventory
purchased by the Loan Parties' retail customers in the ordinary course, such
Inventory may be returned to a Loan Party without the consent of the Collateral
Agent.

      7.2. INVENTORY QUALITY. All Inventory now owned or hereafter acquired by
each Loan Party is and will be of good and merchantable quality, consistent with
past practices.

      7.3. ADJUSTMENTS AND ALLOWANCES. Each Loan Party may grant such allowances
or other adjustments to that Loan Party's Account Debtors as that Loan Party may
reasonably deem to accord with sound business practice and which are normal and
customary extensions and adjustments in the ordinary course of business,
provided, however, the authority granted the Loan Parties pursuant to this
Section 7.3 may be limited or terminated by the Administrative Agent at any time
in the Administrative Agent's reasonable, good faith discretion after the
occurrence and during the continuance of an Event of Default.

      7.4.  VALIDITY OF ACCOUNTS.

            (a) Except for adjustments and disputes in the ordinary course of
business, the amount of each Account shown on the books, records, and invoices
of the Loan Parties represented as owing by each Account Debtor is the correct
amount actually owing by such Account Debtor and shall have been fully earned by
performance by the Loan Parties.

            (b) No Loan Party has any knowledge of any impairment of the
validity or collectibility of any of the Accounts, other than returns, reserves,
unauthorized use of credit cards, bad checks, adjustments and disputes which
occur in the ordinary course of business. The Lead Borrower shall notify the
Administrative Agent of any such impairment immediately after any Loan Party
becomes aware of any such impairment.

            (c) No Loan Party shall post any bond to secure any Loan Party's
performance under any agreement to which any Loan Party is a party nor cause any
surety, guarantor, or other third party obligee to become liable to perform any
obligation of any Loan Party (other than to the Collateral Agent) in the event
of any Loan Party's failure so to perform, if, as a result of the surety,
guarantor or third party obligee's performance, such Person would obtain a
Encumbrance on any Collateral having priority to the Encumbrance of the
Collateral Agent.

      7.5. NOTIFICATION TO ACCOUNT DEBTORS. The Collateral Agent shall have the
right (after the occurrence of a Cash Control Event) to notify any of the Loan
Parties' Account Debtors to make payment directly to the Administrative Agent
and to collect all amounts due on account of the Collateral.


                                       89
<PAGE>
ARTICLE 8 - CASH MANAGEMENT. PAYMENT OF LIABILITIES:

      8.1.  DEPOSITORY ACCOUNTS.

            (a) Annexed hereto as EXHIBIT 8.1 is a listing of all present DDA's,
which listing includes, with respect to each depository of the Loan Parties, the
following: (i) the name and address of that depository; (ii) the account
number(s) of the account(s) maintained with such depository; and (iii) a contact
person at such depository.

            (b) The Lead Borrower shall deliver the following to the
Administrative Agent, as a condition to the effectiveness of this Agreement:

                  (i) Notifications, executed on behalf of each Borrower, to
      each depository institution with which any DDA is maintained (other than
      any Exempt DDA and the Collection Accounts), in form satisfactory to the
      Administrative Agent of the Collateral Agent's interest in such DDA. Such
      Notifications shall be held in escrow by the Administrative Agent until
      the occurrence of a Cash Control Event at which time they may be delivered
      to the applicable depositary institutions.

                  (ii) A Collection Account Agreement with any depository
      institution at which a Collection Account is maintained, including those
      listed on EXHIBIT 8.1.

            (c) No Borrower will establish any DDA hereafter (other than an
Exempt DDA) unless, contemporaneous with such establishment, the Lead Borrower
delivers the following to the Administrative Agent:

                  (i) A notification for the depository at which such DDA is
      established if the same would have been required pursuant to Section
      8.1(b)(i) if the subject DDA were open at the execution of this Agreement.

                  (ii) A Collection Account Agreement executed on behalf of the
      depository at which such DDA is established if the same would have been
      required pursuant to Section 8.1(b)(ii) if the subject DDA were open at
      the execution of this Agreement.

      8.2.  CREDIT CARD RECEIPTS.

            (a) Annexed hereto as EXHIBIT 8.2 is a Schedule which describes all
arrangements to which any Borrower is a party with respect to the payment to
that Borrower of the proceeds of credit card charges for sales by that Borrower.

            (b) The Lead Borrower shall deliver to the Administrative Agent, as
a condition to the effectiveness of this Agreement, an agreement executed on
behalf of each Borrower with each of each Borrower's credit card clearinghouses
and processors (in form satisfactory to the Administrative Agent), which
agreement provides that, during the existence of a Cash Control Event, payment
of all credit card charges submitted by that Borrower to that clearinghouse or
other processor and any other amount payable to that Borrower by such
clearinghouse or other processor shall be directed to the Administrative Agent's
Account or as otherwise designated from time to time by the Administrative
Agent. No Borrower shall change


                                       90
<PAGE>
such direction or designation except upon and with the prior written consent of
the Administrative Agent and no Borrower will enter into any agreements with a
new credit card clearinghouse or processor hereafter unless, contemporaneous
with such establishment, the Lead Borrower delivers to the Administrative Agent
an agreement with such credit card clearinghouse or processor of like terms to
those required hereunder on the Closing Date.

      8.3.  THE ADMINISTRATIVE AGENT'S, COLLECTION, AND OPERATING ACCOUNTS.

            (a) The following checking accounts have been or will be established
(and are so referred to herein):

                  (i) The "ADMINISTRATIVE AGENT'S ACCOUNT(S)" (so referred to
      herein): Established by the Administrative Agent with NCB for each
      Division as more specifically described on EXHIBIT 8.3 hereto.

                  (ii) The "COLLECTION ACCOUNTS" (so referred to herein):
      Established by the Lead Borrower with those financial institutions
      described on EXHIBIT 8.3 hereof.

                  (iii) The "OPERATING ACCOUNTS" (so referred to herein):
      Established by each Division with NCB as more specifically described on
      EXHIBIT 8.3 hereto.

            (b) The contents of each DDA and of each Collection Account
constitutes Collateral and Proceeds of Collateral. The contents of each
Administrative Agent's Account constitutes the Administrative Agent's property.

            (c) The Borrowers shall pay all fees and charges of, and maintain
such impressed balances as may be required by the depository in which any
account is opened as required hereby (even if such account is opened by and/or
is the property of the Agent).

      8.4.  PROCEEDS AND COLLECTIONS.

            (a)   All Receipts constitute Collateral and proceeds of
Collateral.

            (b) Absent a Cash Control Event, the Borrowers may collect all
Receipts and use such Receipts in the ordinary course of business.

            (c) During a Cash Control Event, the Borrowers for each Division
shall cause all Receipts to be deposited or transferred to the Administrative
Agent's Account for such Division.

            (d) Subject to this Section 8.4, upon notice from the Administrative
Agent to the Lead Borrower that a Cash Control Event has occurred:

                  (i)   All Receipts:

                        (A) Shall be held in trust by the Borrowers for the
            Collateral Agent.


                                       91
<PAGE>
                        (B) Shall not be commingled with any of any Borrower's
            other funds.

                        (C) Shall be deposited and/or transferred only to a
            Collection Account or the applicable Administrative Agent's
            Accounts, and the Borrowers shall not have any authority to withdraw
            any amounts from such accounts and the Administrative Agent shall
            have no obligation to deposit such Receipts in the applicable
            Operating Account.

                  (ii) The Lead Borrower shall cause the ACH transfer or wire
      transfer to the Collection Account or the applicable Administrative
      Agent's Account (except in those instances in which such transfer is not
      within the control of the Lead Borrower or any other Borrower), no less
      frequently than daily (and whether or not there is then an outstanding
      balance in the Loan Account) of the following:

                        (A) The then contents of each DDA (other than any Exempt
            DDA), each such transfer to be net of any minimum balance, not to
            exceed $2,000.00, as may be required to be maintained in the subject
            DDA by the bank at which such DDA is maintained.

                        (B) The proceeds of all credit card charges not
            otherwise provided for pursuant hereto.

                  (iii) In the event that, notwithstanding the provisions of
      this Section 8.4(d), any of the Borrowers receives or otherwise has
      dominion and control of any Receipts, or any proceeds or collections of
      any Collateral, such Receipts, proceeds, and collections shall be held in
      trust by that Borrower for the Agent and shall not be commingled with any
      of that Borrower's other funds or deposited in any account of any Borrower
      other than as instructed by the Administrative Agent.

                  (iv) The Borrowers shall not disburse any funds in the DDAs,
      Collection Accounts or other deposit accounts (other than Exempt DDAs and
      the Operating Accounts in the ordinary course of business consistent with
      past practices) other than in accordance with the provisions of this
      Section 8.4.

      8.5.  PAYMENT OF LIABILITIES.

            (a) On each Business Day after the occurrence and during the
continuance of a Cash Control Event, the Administrative Agent shall apply the
then collected balance of each Administrative Agent's Account (net of fees
charged, and of such impressed balances as may be required by the bank at which
such Administrative Agent's Account is maintained) First, towards the SwingLine
Loans of the applicable Division, Second, towards the unpaid balance of the Loan
Account for such Division, and Third, to all other Liabilities in such order as
the Administrative Agent may determine.

            (b) The following rules shall apply to deposits and payments under
and pursuant to this Section 8.5:


                                       92
<PAGE>
                  (i) Funds shall be deemed to have been deposited to an
      Administrative Agent's Account on the Business Day on which deposited,
      provided that notice of such deposit is available to the Administrative
      Agent by 1:00PM on that Business Day.

                  (ii) Funds paid to the Administrative Agent, other than by
      deposit to an Administrative Agent's Account, shall be deemed to have been
      received on the Business Day when they are good and collected funds,
      provided that notice of such payment is available to the Administrative
      Agent by 1:00PM on that Business Day.

                  (iii) If notice of a deposit to an Administrative Agent's
      Account (Section 8.5(b)(i)) or payment (Section 8.5(b)(ii)) is not
      available to the Administrative Agent until after 1:00PM on a Business
      Day, such deposit or payment shall be deemed to have been made at 9:00AM
      on the then next Business Day.

                  (iv) All deposits to an Administrative Agent's Account and
      other payments to the Administrative Agent are subject to clearance and
      collection.

            (c) The Administrative Agent shall transfer to the Operating Account
of the applicable Division any surplus in the Administrative Agent's Account for
such Division remaining after the application towards the Liabilities referred
to in Section 8.5(a), above (less those amounts which are to be netted out, as
provided therein) provided, however, in the event that

                  (i)   any Default has occurred and is continuing; and

                  (ii)  one or more L/Cs and Banker's Acceptances are then
      outstanding,

then the Administrative Agent may, and at the direction of the SuperMajority
Lenders shall, establish a funded reserve of up to 105% of the aggregate Stated
Amounts of such L/C's and such Banker's Acceptances. Such funded reserve shall
either be (i) returned to the applicable Borrower provided that no Borrower is
in Default or (ii) applied towards the Liabilities in the manner set forth
herein following the occurrence of any Event of Default described in Section or
acceleration following the occurrence of any other Event of Default.

      8.6.  THE OPERATING ACCOUNT.

            (a) Except as otherwise specifically provided in, or permitted by,
this Agreement, funds in the Operating Account of each Division shall be
utilized to fund disbursements made by such Division, including, without
limitation, from any expense accounts maintained by such Division, provided that
funds in the Operating Account for the Filene's Business may be distributed to
the Lead Borrower in the ordinary course to the extent necessary in order that
the Lead Borrower may pay the expenses of the Filene's Business consistent with
the parties' prior practices.

            (b) After the occurrence and during the continuance of any Event of
Default or at any time that Average Excess Availability for any five (5)
consecutive Business Days is less than $48,000,000.00, NCB shall not be
obligated to permit any outgoing ACH transfers


                                       93
<PAGE>
unless the amount of the proposed transfer is fully prefunded in accordance with
the requirements and practices of NCB.

ARTICLE 9 - GRANT OF SECURITY INTEREST:

      9.1. GRANT OF SECURITY INTEREST. To secure the Borrowers' prompt,
punctual, and faithful performance of all and each of the Liabilities, each
Borrower hereby grants to the Collateral Agent, for the ratable benefit of the
Revolving Credit Lenders, the Issuer, the Agent, and the Affiliates of each of
them, a continuing security interest in and to, and assigns to the Collateral
Agent, for the ratable benefit of the Revolving Credit Lenders, the following,
and each item thereof, whether now owned or now due, or in which that Borrower
has an interest, or hereafter acquired, arising, or to become due, or in which
that Borrower obtains an interest, and all products, Proceeds, substitutions,
and accessions of or to any of the following, but excluding the Excluded
Property (all of which, together with any other property in which the Collateral
Agent may in the future be granted a security interest, is referred to herein as
the "COLLATERAL"):

            (a) All Accounts.

            (b) All Inventory.

            (c) All General Intangibles.

            (d) All Equipment.

            (e) All Goods.

            (f) All Farm Products.

            (g) All Fixtures.

            (h) All Chattel Paper.

            (i) All Letter-of-Credit Rights.

            (j) All Payment Intangibles.

            (k) All Supporting Obligations.

            (l) The Commercial Tort Claim described on EXHIBIT 4.17 hereto.

            (m) All books, records, and information relating to the Collateral
and/or to the operation of each Borrowers' business, and all rights of access to
such books, records, and information, and all property in which such books,
records, and information are stored, recorded, and maintained.

            (n) All Leasehold Interests (other than Leasehold Interests not
required to be pledged under the Senior Non-Convertible Facility).


                                       94
<PAGE>
            (o) All Investment Property, Instruments, Documents, Deposit
Accounts, money, policies and certificates of insurance, deposits, impressed
accounts, compensating balances, cash, or other property.

            (p) All insurance proceeds, refunds, and premium rebates, including,
without limitation, proceeds of fire and credit insurance, whether any of such
proceeds, refunds, and premium rebates arise out of any of the foregoing. (9.1
through 9.1(o)) or otherwise.

            (q) All liens, guaranties, rights, remedies, and privileges
pertaining to any of the foregoing (9.1 through 9.1(p)), including the right of
stoppage in transit.

      9.2.  EXTENT AND DURATION OF SECURITY INTEREST.

            (a) The security interest created and granted herein is in addition
to, and supplemental of, any security interest previously granted by any
Borrower to the Collateral Agent (including, without limitation, under any
mortgages and deeds of trust) and shall continue in full force and effect
applicable to all Liabilities until

                  (i) the Termination Date has occurred; and

                  (ii) all Liabilities have been paid or satisfied in full in
      cash and satisfactory arrangements with respect to L/Cs and Banker's
      Acceptances as provided in Section 19.2 hereof have been made; and

                  (iii) the security interest created herein is specifically
      terminated in writing by duly authorized officers of the Collateral Agent
      as provided in Section 19.2(d) hereof.

            (b) It is intended that the Collateral Interests created herein
extend to and cover all assets of each Borrower, except for Excluded Property.

            (c) If a Borrower shall at any time acquire a Commercial Tort Claim,
the Lead Borrower shall promptly notify the Administrative Agent in writing of
the details thereof and the Borrowers shall take such actions as the Collateral
Agent shall request in order to grant to the Collateral Agent, for the ratable
benefit of the Revolving Credit Lenders, the Issuer, the Agent, and the
Affiliates of each of them, a perfected and first priority security interest
therein and in the Proceeds thereof.

ARTICLE 10 - COLLATERAL AGENT AS BORROWERS' ATTORNEY-IN-FACT:

      10.1. APPOINTMENT AS ATTORNEY-IN-FACT. Each Borrower hereby irrevocably
constitutes and appoints the Collateral Agent (acting through any officer of the
Collateral Agent) as that Borrower's true and lawful attorney, with full power
of substitution, following the occurrence of an Event of Default, to convert the
Collateral into cash at the sole risk, cost, and expense of that Borrower, but
for the sole benefit of the Agent and the Revolving Credit Lenders. The rights
and powers granted the Collateral Agent by this appointment include but are not
limited to the right and power to:


                                       95
<PAGE>
            (a) Prosecute, defend, compromise, or release any action relating to
the Collateral.

            (b) Sign change of address forms to change the address to which each
Borrowers' mail is to be sent to such address as the Collateral Agent shall
designate (after which copies of all such mail shall be promptly furnished to
the Lead Borrower); receive and open each Borrowers' mail; remove any
Receivables Collateral and Proceeds of Collateral therefrom and turn over the
balance of such mail either to the Lead Borrower or to any trustee in bankruptcy
or receiver of the Lead Borrower, or other legal representative of a Borrower
whom the Collateral Agent determine to be the appropriate Person to whom to so
turn over such mail.

            (c) Endorse the name of the relevant Borrower in favor of the
Collateral Agent upon any and all checks, drafts, notes, acceptances, or other
items or instruments; sign and endorse the name of the relevant Borrower on, and
receive as secured party, any of the Collateral, any invoices, schedules of
Collateral, freight or express receipts, or bills of lading, storage receipts,
warehouse receipts, or other documents of title respectively relating to the
Collateral.

            (d) Sign the name of the relevant Borrower on any notice to that
Borrowers' Account Debtors or verification of the Receivables Collateral; sign
the relevant Borrowers' name on any Proof of Claim in Bankruptcy against Account
Debtors, and on notices of lien, claims of mechanic's liens, or assignments or
releases of mechanic's liens securing the Accounts.

            (e) Take all such action as may be necessary to obtain the payment
of any letter of credit and/or banker's acceptance of which any Borrower is a
beneficiary.

            (f) Repair, manufacture, assemble, complete, package, deliver, alter
or supply goods, if any, necessary to fulfill in whole or in part the purchase
order of any customer of each Borrower.

            (g) Use, license or transfer any or all General Intangibles of each
Borrower.

      10.2. NO OBLIGATION TO ACT. The Collateral Agent shall not be obligated to
do any of the acts or to exercise any of the powers authorized by Section 10.1
herein, but if the Collateral Agent elect to do any such act or to exercise any
of such powers, they shall not be accountable for more than they actually
receive as a result of such exercise of power, and shall not be responsible to
any Borrower for any act or omission to act except for any act or omission to
act as to which there is a final determination made in a judicial proceeding (in
which proceeding the Collateral Agent have had an opportunity to be heard) which
determination includes a specific finding that the subject act or omission to
act had been grossly negligent or in actual bad faith, or willful misconduct.

ARTICLE 11 - EVENTS OF DEFAULT:

      The occurrence of any event described in this Article 11 respectively
shall constitute an "EVENT OF DEFAULT" herein. The occurrence of any Event of
Default shall also constitute, without notice or demand, a default under all
other agreements between the Agent or any Revolving Credit Lender and any Loan
Party and instruments and papers heretofore, now, or hereafter given


                                       96
<PAGE>
the Agent or any Revolving Credit Lender by any Loan Party in connection with
any of the Loan Documents.

      11.1. FAILURE TO PAY THE REVOLVING CREDIT.  The failure by any Loan
Party to pay when due any principal of, interest on, or fees in respect
of, the Revolving Credit.

      11.2. FAILURE TO MAKE OTHER PAYMENTS. The failure by any Loan Party to pay
when due (or upon demand, if payable on demand) any payment Liability other than
any payment liability on account of the principal of, or interest on, or fees in
respect of, the Revolving Credit.

      11.3. FAILURE TO PERFORM COVENANT OR LIABILITY (NO GRACE PERIOD). The
failure by any Loan Party to promptly, punctually, faithfully and timely
perform, discharge, or comply with any covenant or Liability included in any of
the following provisions hereof:

<TABLE>
<CAPTION>
                  Section           Relates to:
                  -------           -----------
<S>                                 <C>
                  5.6               Indebtedness
                  5.12              Pay taxes
                  5.16              Dividends. Investments. Other Corporate Actions
                  5.17              Loans and Advances
                  5.18              Affiliate Transactions
                  5.26              Parent's Line of Business
                  Article 6         Reporting Requirements (except as set forth in Section 11.4, below)
                  Article 8         Cash Management
</TABLE>

      11.4. FINANCIAL REPORTING REQUIREMENTS. The failure by the Borrower to
promptly, punctually, faithfully and timely perform, discharge, or comply with
the financial reporting requirements included in Section 6.4, subject, however,
to the following limited number of grace periods applicable to certain of those
requirements:

<TABLE>
<CAPTION>
REPORT / STATEMENT      REQUIRED BY    GRACE PERIOD       NUMBER OF GRACE
                        SECTION                           PERIODS
------------------      -----------    ------------       ---------------
<S>                     <C>            <C>                <C>
Weekly Report           5.4            Two (2) Business   Twice in any twelve
                                       Days               (12) consecutive months
</TABLE>

      11.5. FAILURE TO PERFORM COVENANT OR LIABILITY (GRACE PERIOD). The failure
by any Loan Party, within twenty (20) days following the earlier of any
Authorized Officer's knowledge of a breach of any covenant or Liability not
described in any of Sections 11.1, 11.2, 11.3, or 11.4 or of its receipt of
written notice from the Administrative Agent of the breach of any of such
covenants or Liabilities, provided that if such failure cannot be reasonably
cured within such twenty (20) day period and the Loan Parties have diligently
proceeded, and continue to diligently proceed, to effectuate a cure of such
failure, such failure shall not be an Event of Default hereunder unless (a) such
failure is not cured within twenty (20) days after the expiration


                                       97
<PAGE>
of such initial twenty (20) day period, or (b) such failure, in the reasonable
judgment of the Collateral Agent, is reasonably likely to have a Material
Adverse Effect.

      11.6. MISREPRESENTATION. The determination by the Administrative Agent
that any representation or warranty at any time made by any Loan Party to the
Agent or any Revolving Credit Lender was not true or complete in all material
respects when given.

      11.7. ACCELERATION OF OTHER DEBT. BREACH OF LEASE. The occurrence and
continuance of any event of default or other event, which with the giving of
notice, the passage of time or both, would be an event of default under (i) the
Senior Non-Convertible Facility, or (ii) any other Indebtedness of any Loan
Party equal to or in excess of One Million Dollars ($1,000,000.00) to any
creditor other than the Agent or any Revolving Credit Lender, (whether or not
such Indebtedness has been accelerated), or, Leases aggregating more than five
percent (5%) of all Leases of the Loan Parties existing from time to time could
be terminated due to a default by a Loan Party thereunder (whether or not the
subject creditor or lessor takes any action on account of such occurrence).

      11.8. DEFAULT UNDER OTHER AGREEMENTS. The occurrence of any breach of any
covenant or Liability imposed by, or of any default under, any agreement between
the Agent or any Revolving Credit Lender and any Loan Party or instrument given
by any Loan Party to the Agent or any Revolving Credit Lender relating to
Indebtedness of any Loan Party in excess of $1,000,000 in the aggregate and the
expiration, without cure, of any applicable grace period (notwithstanding that
the Agent or Revolving Credit Lender may not have exercised all or any of its
rights on account of such breach or default).

      11.9. UNINSURED CASUALTY LOSS. The occurrence of any uninsured loss,
theft, damage, or destruction of or to any material portion of the Collateral.

      11.10. ATTACHMENT. JUDGMENT. RESTRAINT OF BUSINESS.

            (a) The entry of any judgment in excess of Two Million Five Hundred
Thousand Dollars ($2,500,000.00) against any Loan Party, which judgment (i) is
not covered by insurance (as to which the insurer has not notified the
applicable Loan Party of the insurer's reservation of rights) or (ii) is not
satisfied, stayed (if a money judgment) or appealed from (with execution or
similar process stayed) within thirty (30) days of its entry.

            (b) The entry of any order or the imposition of any other process
having the force of law, the effect of which is to restrain the conduct by any
Borrower of its business in the ordinary course and which is reasonably likely
to have a Material Adverse Effect.

      11.11. BUSINESS FAILURE. Any act by, against, or relating to any Loan
Party, or its property or assets, which act constitutes the determination, by
any Loan Party, to initiate a program of substantial or total self-liquidation;
application for, consent to, or sufferance of the appointment of a receiver,
trustee, or other Person, pursuant to court action or otherwise, over all, or
any part of any Loan Party's property; the granting of any trust mortgage or
execution of an assignment for the benefit of the creditors of any Loan Party,
or the occurrence of any other voluntary or involuntary liquidation or extension
of debt agreement for any Loan Party; the offering by or entering into by any
Loan Party of any composition, extension, or any other


                                       98
<PAGE>
arrangement seeking relief generally from or extension of the debts of any Loan
Party; or the initiation of any judicial or non-judicial proceeding or agreement
by, against, or including any Loan Party which seeks or intends to accomplish a
reorganization or arrangement with creditors; and/or the initiation by or on
behalf of any Loan Party of the liquidation or winding up of all or any part of
any Loan Party's business or operations except that any of the foregoing actions
which are commenced against a Loan Party shall not be deemed an Event of Default
hereunder as long as such action is timely contested in good faith by that Loan
Party by appropriate proceedings and is dismissed within sixty (60) days of the
institution of the foregoing.

      11.12. BANKRUPTCY. The failure by any Loan Party to generally pay the
debts of that Loan Party as they mature; adjudication of bankruptcy or
insolvency relative to any Loan Party; the entry of an order for relief or
similar order with respect to any Loan Party in any proceeding pursuant to the
Bankruptcy Code or any other federal bankruptcy law; the filing of any
complaint, application, or petition by any Loan Party initiating any matter in
which any Loan Party is or may be granted any relief from the debts of that Loan
Party pursuant to the Bankruptcy Code or any other insolvency statute or
procedure; the filing of any complaint, application, or petition against any
Loan Party initiating any matter in which that Loan Party is or may be granted
any relief from the debts of that Loan Party pursuant to the Bankruptcy Code or
any other insolvency statute or procedure, which complaint, application, or
petition is not timely contested in good faith by that Loan Party by appropriate
proceedings or, if so contested, is not dismissed within sixty (60) days of when
filed.

      11.13. TERMINATION OF GUARANTY. The termination or attempted termination
of any Facility Guarantee by any Facility Guarantor.

      11.14. CHALLENGE TO LOAN DOCUMENTS.

            (a) Any challenge by or on behalf of any Loan Party to the validity
of any Loan Document or the applicability or enforceability of any Loan Document
strictly in accordance with the subject Loan Document's terms or which seeks to
void, avoid, limit, or otherwise adversely affect any security interest created
by or in any Loan Document or any payment made pursuant thereto.

            (b) Any determination by any court or any other judicial or
government authority that any Loan Document is not enforceable strictly in
accordance with the subject Loan Document's terms or which voids, avoids,
limits, or otherwise adversely affects any security interest created by any Loan
Document or any payment made pursuant thereto.

      11.15. CHANGE IN CONTROL. Any Change in Control.

ARTICLE 12 - RIGHTS AND REMEDIES UPON DEFAULT:

      12.1. ACCELERATION. Upon the occurrence of any Event of Default as
described in Section , all Indebtedness of the Loan Parties to the Revolving
Credit Lenders shall be immediately due and payable. Upon the occurrence and
continuance of any Event of Default other than as described in Section , the
Administrative Agent may (and on the issuance of Acceleration Notice(s)
requisite to the causing of Acceleration, the Administrative Agent shall)
declare all Indebtedness of the Borrowers to the Revolving Credit Lenders to be
immediately due


                                       99
<PAGE>
and payable and the Agent may exercise all of the Agent's Rights and Remedies as
the Agent from time to time thereafter determine as appropriate.

      12.2. RIGHTS OF ENFORCEMENT. Subject to the terms of the Intercreditor
Agreement, the Collateral Agent shall have all of the rights and remedies of a
secured party upon default under the UCC, in addition to which the Collateral
Agent shall have all and each of the following rights and remedies:

            (a) To give notice to any bank at which any DDA or Collection
Account is maintained and in which Proceeds of Collateral are deposited, to turn
over such Proceeds directly to the Agent.

            (b) To give notice to any customs broker of any of the Borrowers to
follow the instructions of the Collateral Agent as provided in any written
agreement or undertaking of such broker in favor of the Collateral Agent.

            (c) To collect the Receivables Collateral with or without the taking
of possession of any of the Collateral.

            (d) To take possession of all or any portion of the Collateral.

            (e) To sell, lease, or otherwise dispose of any or all of the
Collateral, in its then condition or following such preparation or processing as
the Collateral Agent deems advisable and with or without the taking of
possession of any of the Collateral.

            (f) To conduct one or more going out of business sales which include
the sale or other disposition of the Collateral.

            (g) To apply the Receivables Collateral or the Proceeds of the
Collateral towards (but not necessarily in complete satisfaction of) the
Liabilities.

            (h) To exercise all or any of the rights, remedies, powers,
privileges, and discretions under all or any of the Loan Documents.

      12.3. SALE OF COLLATERAL.

      After the occurrence and during the continuance of an Event of Default:

            (a) Any sale or other disposition of the Collateral may be at public
or private sale upon such terms and in such manner as the Collateral Agent deem
advisable, having due regard to compliance with any statute or regulation which
might affect, limit, or apply to the Collateral Agent' disposition of the
Collateral.

            (b) The Collateral Agent, in the exercise of the Collateral Agent's
rights and remedies upon default, may conduct one or more going out of business
sales, in the Collateral Agent's own right or by one or more agents and
contractors. Such sale(s) may be conducted upon any premises owned, leased, or
occupied by any Borrower. The Collateral Agent and any such agents or
contractors, in conjunction with any such sale, may augment the Inventory with
other goods (all of which other goods shall remain the sole property of the
Collateral Agent or


                                      100
<PAGE>
such agents or contractors). Any amounts realized from the sale of such goods
which constitute augmentations to the Inventory (net of an allocable share of
the costs and expenses incurred in their disposition) shall be the sole property
of the Collateral Agent or such agents or contractors and neither any Borrower
nor any Person claiming under or in right of any Borrower shall have any
interest therein. Upon request of the Lead Borrower, the Collateral Agent shall
promptly furnish, or cause to be furnished, to the Lead Borrower a
reconciliation of the amounts received from the augmentation of the Inventory
and the allocation of costs and expenses thereto.

            (c) Unless the Collateral is perishable or threatens to decline
speedily in value, or is of a type customarily sold on a recognized market (in
which event the Collateral Agent shall provide the Lead Borrower such notice as
may be practicable under the circumstances), the Collateral Agent shall give the
Lead Borrower at least ten (10) days prior notice, by authenticated record, of
the date, time, and place of any proposed public sale, and of the date after
which any private sale or other disposition of the Collateral may be made. Each
Borrower agrees that such written notice shall satisfy all requirements for
notice to that Borrower which are imposed under the UCC or other applicable law
with respect to the exercise of the Collateral Agent's rights and remedies upon
default.

            (d) The Agent and any Revolving Credit Lender may purchase the
Collateral, or any portion of it at any sale held under this Article.

            (e) The Collateral Agent shall deliver the proceeds of the
Collateral Agent' exercise of its rights and remedies upon default to the
Administrative Agent for application pursuant to Section 14.6 hereof.

      12.4. OCCUPATION OF BUSINESS LOCATION. In connection with the Collateral
Agent's exercise of the Collateral Agent's rights under this Article 12, the
Collateral Agent may enter upon, occupy, and use any premises owned or occupied
by each Borrower, and may exclude each Borrower from such premises or portion
thereof as may have been so entered upon, occupied, or used by the Collateral
Agent. The Collateral Agent shall not be required to remove any of the
Collateral from any such premises upon the Collateral Agent's taking possession
thereof, and may render any Collateral unusable to the Borrowers. In no event
shall the Collateral Agent be liable to any Borrower for use or occupancy by the
Collateral Agent of any premises pursuant to this Article 12, nor for any charge
(such as wages for any Borrowers' employees and utilities) incurred in
connection with the Collateral Agent's exercise of the Agent's Rights and
Remedies.

      12.5. GRANT OF NONEXCLUSIVE LICENSE. In connection with the Collateral
Agent's exercise of the Collateral Agent's rights under this Article 12, each
Borrower hereby grants to the Collateral Agent a royalty free nonexclusive
irrevocable license to use, apply, and affix any trademark, trade name, logo, or
the like in which any Borrower now or hereafter has rights, such license being
with respect to the Collateral Agent's exercise of the rights hereunder
including, without limitation, in connection with any completion of the
manufacture of Inventory or sale or other disposition of Inventory.

      12.6. ASSEMBLY OF COLLATERAL. In connection with the Collateral Agent's
exercise of the Collateral Agent's rights under this Article 12, the Collateral
Agent may require any Borrower to assemble the Collateral and make it available
to the Collateral Agent at the


                                      101
<PAGE>
Borrowers' sole risk and expense at a place or places which are reasonably
convenient to both the Collateral Agent and the Lead Borrower.

      12.7. RIGHTS AND REMEDIES. The rights, remedies, powers, privileges, and
discretions of the Agent hereunder (herein, the "AGENT'S RIGHTS AND REMEDIES")
shall be cumulative and not exclusive of any rights or remedies which it would
otherwise have. No delay or omission by the Agent in exercising or enforcing any
of the Agent's Rights and Remedies shall operate as, or constitute, a waiver
thereof. No waiver by the Agent of any Event of Default or of any default under
any other agreement shall operate as a waiver of any other default hereunder or
under any other agreement. No single or partial exercise of any of the Agent's
Rights or Remedies, and no express or implied agreement or transaction of
whatever nature entered into between the Agent and any Person, at any time,
shall preclude the other or further exercise of the Agent's Rights and Remedies.
No waiver by the Agent of any of the Agent's Rights and Remedies on any one
occasion shall be deemed a waiver on any subsequent occasion, nor shall it be
deemed a continuing waiver. The Agent's Rights and Remedies may be exercised at
such time or times and in such order of preference as the Agent may determine.
The Agent's Rights and Remedies may be exercised without resort or regard to any
other source of satisfaction of the Liabilities.

ARTICLE 13 - REVOLVING CREDIT FUNDINGS AND DISTRIBUTIONS:

      13.1. REVOLVING CREDIT FUNDING PROCEDURES.  Subject to Section 13.2:

            (a) The Administrative Agent shall advise each Revolving Credit
Lender, no later than 12:30 p.m. on a date on which any Revolving Credit Loan
(other than a SwingLine Loan) is to be made on that date. Such advice, in each
instance, may be by telephone or facsimile transmission, provided that if such
advice is by telephone, it shall be confirmed in writing. Advice of a Revolving
Credit Loan shall include the amount of and interest rate applicable to the
subject Revolving Credit Loan.

            (b) Subject to that Revolving Credit Lender's Revolving Credit
Dollar Commitment, each Revolving Credit Lender, by no later than 3:00 p.m. on
the day on which the subject Revolving Credit Loan is to be made, shall Transfer
that Revolving Credit Lender's Revolving Credit Commitment Percentage of the
subject Revolving Credit Loan to the Administrative Agent in immediately
available funds.

      13.2. SWINGLINE LOANS.

            (a) In the event that, when a Base Margin Rate Revolving Credit Loan
is requested, the aggregate unpaid balance of the SwingLine Loan is less than
the SwingLine Loan Ceiling, then the SwingLine Lender may advise the
Administrative Agent that the SwingLine Lender has determined to include up to
the amount of the requested Revolving Credit Loan as part of the SwingLine Loan.
In such event, the SwingLine Lender shall Transfer the amount of the requested
Revolving Credit Loan to the Administrative Agent.

            (b) The SwingLine Loan shall be converted to a Revolving Credit Loan
in which all Revolving Credit Lenders participate as follows:


                                      102
<PAGE>
                  (i) At any time and from time to time, but no less frequently
      than once during each five (5) Business Day period, the SwingLine Lender
      may advise the Administrative Agent that all, or any part of the SwingLine
      Loan is to be converted to a Revolving Credit Loan in which all Revolving
      Credit Lenders participate.

                  (ii) At the times set forth in Section 13.4, the then entire
      unpaid principal balance of the SwingLine Loan shall be converted to a
      Revolving Credit Loan in which all Revolving Credit Lenders participate.

                  (iii) At the initiation of a Liquidation, the then entire
      unpaid principal balance of the SwingLine Loan shall be converted to a
      Revolving Credit Loan in which all Revolving Credit Lenders participate.

In either such event, the Administrative Agent shall advise each Revolving
Credit Lender of such conversion as if, and with the same effect as if such
conversion were the making of a Revolving Credit Loan as provided in Section
9.1.

            (c) The SwingLine Lender, in separate capacities, may also be the
Administrative Agent and a Revolving Credit Lender.

            (d) The SwingLine Lender, in its capacity as SwingLine Lender, is
not a "Revolving Credit Lender" for any of the following purposes:

                  (i) Except as otherwise specifically provided in the relevant
      Section, any distribution pursuant to Section 14.6.

                  (ii) Determination of whether the requisite Loan Commitments
      have Consented to action requiring such Consent.

      13.3. ADMINISTRATIVE AGENT'S COVERING OF FUNDINGS.

            (a) Each Revolving Credit Lender shall make available to the
Administrative Agent, as provided herein, that Revolving Credit Lender's
Revolving Credit Commitment Percentage of the following:

                  (i) Each Revolving Credit Loan, up to the maximum amount of
      that Revolving Credit Lender's Revolving Credit Dollar Commitment of the
      Revolving Credit Loans.

                  (ii) Up to the maximum amount of that Revolving Credit
      Lender's Revolving Credit Dollar Commitment of each drawing under a L/C
      and Banker's Acceptance (to the extent that such drawing under a L/C or
      Banker's Acceptance is not "covered" by a Revolving Credit Loan as
      provided herein).

            (b)   In all circumstances, the Administrative Agent may:

                  (i) Assume that each Revolving Credit Lender, subject to
      Section 13.3(a), timely shall make available to the Administrative Agent
      that Revolving Credit Lender's Revolving Credit Commitment Percentage of
      each Revolving Credit Loan,


                                      103
<PAGE>
      notice of which is provided pursuant to Section 9.1 and shall make
      available, to the extent not "covered" by a Revolving Credit Loan, that
      Revolving Credit Lender's Revolving Credit Commitment Percentage of any
      honoring of an L/C or a Banker's Acceptance.

                  (ii) In reliance upon such assumption, make available the
      corresponding amount to the Borrowers (but the Administrative Agent shall
      not be obligated to make such amount available to the Borrowers until
      actual receipt thereof from the Revolving Credit Lenders).

                  (iii) Assume that each Revolving Credit Lender timely shall
      pay, and shall make available, to the Administrative Agent all other
      amounts which that Revolving Credit Lender is obligated to so pay and/or
      make available hereunder or under any of the Loan Documents.

            (c) In the event that, in reliance upon any of such assumptions, the
Administrative Agent makes available a Revolving Credit Lender's Revolving
Credit Commitment Percentage of one or more Revolving Credit Loans, or any other
amount to be made available hereunder or under any of the Loan Documents, which
amount a Revolving Credit Lender (a "DELINQUENT REVOLVING CREDIT LENDER") fails
to provide to the Administrative Agent within one (1) Business Day of written
notice of such failure, then:

                  (i) The amount which had been made available by the
      Administrative Agent is an "ADMINISTRATIVE AGENT'S COVER" (and is so
      referred to herein).

                  (ii) All interest paid by the Borrowers on account of the
      Revolving Credit Loan or coverage of the subject drawing of a L/C or
      Banker's Acceptance which consist of the Administrative Agent's Cover
      shall be retained by the Administrative Agent until the Administrative
      Agent's Cover, with interest, has been paid.

                  (iii) The Delinquent Revolving Credit Lender shall pay to the
      Administrative Agent, on demand, interest at a rate equal to the
      prevailing Federal Funds Effective Rate on any Administrative Agent's
      Cover in respect of that Delinquent Revolving Credit Lender.

                  (iv) The Administrative Agent shall have succeeded to all
      rights to payment to which the Delinquent Revolving Credit Lender
      otherwise would have been entitled hereunder in respect of those amounts
      paid by or in respect of the Borrowers on account of the Administrative
      Agent's Cover together with interest until it is repaid. Such payments
      shall be deemed made first towards the amounts in respect of which the
      Administrative Agent's Cover was provided and only then towards amounts in
      which the Delinquent Revolving Credit Lender is then participating. For
      purposes of distributions to be made pursuant to Section 13.4(a) (which
      relates to ordinary course distributions) or Section 14.6 (which relates
      to distributions of proceeds of a Liquidation) below, amounts shall be
      deemed distributable to a Delinquent Revolving Credit Lender (and
      consequently, to the Administrative Agent to the extent to which the
      Administrative Agent is then entitled) at the highest level of
      distribution (if applicable) at which the Delinquent Revolving Credit
      Lender would otherwise have been entitled to a distribution.


                                      104
<PAGE>
                  (v) Subject to Subsection 13.3(c)(iv), the Delinquent
      Revolving Credit Lender shall be entitled to receive any payments from the
      Borrowers to which the Delinquent Revolving Credit Lender is then
      entitled, provided however there shall be deducted from such amount and
      retained by the Administrative Agent any interest to which the
      Administrative Agent is then entitled on account of Section 13.3(c)(ii),
      above.

            (d) A Delinquent Revolving Credit Lender shall not be relieved of
any obligation of such Delinquent Revolving Credit Lender hereunder (all and
each of which shall constitute continuing obligations on the part of any
Delinquent Revolving Credit Lender).

            (e) A Delinquent Revolving Credit Lender may cure its status as a
Delinquent Revolving Credit Lender by paying the Administrative Agent the
aggregate of the following:

                  (i) The Administrative Agent's Cover (to the extent not
      previously repaid by the Borrowers and retained by the Administrative
      Agent in accordance with Subsection 13.3(c)(iv), above) with respect to
      that Delinquent Revolving Credit Lender.

                  Plus

                  (ii) The aggregate of the amount payable under Subsection
      13.3(c)(iii), above (which relates to interest to be paid by that
      Delinquent Revolving Credit Lender).

                  Plus

                  (iii) All such costs and expenses as may be incurred by the
      Administrative Agent in the enforcement of the Administrative Agent's
      rights against such Delinquent Revolving Credit Lender.

      13.4. ORDINARY COURSE DISTRIBUTIONS.  (This Section 13.4 applies
unless the provisions of Section 14.6 (which relates to distributions in
the event of a Liquidation) becomes operative).

            (a) Weekly, on each Thursday (or more frequently at the
Administrative Agent's option) the Administrative Agent and each Revolving
Credit Lender shall settle up on amounts advanced under the Revolving Credit and
payments received on account of the Revolving Credit (including, without
limitation, collected funds received in the Administrative Agent's Accounts and
not released to the Operating Accounts as provided herein).

            (b) The Administrative Agent shall distribute to the SwingLine
Lender and to each Revolving Credit Lender, such Person's respective pro-rata
share of payments of interest and fees on account of the Revolving Credit when
actually received and collected by the Administrative Agent. For purposes of
calculating interest due to a Revolving Credit Lender, that Revolving Credit
Lender shall be entitled to receive interest on the actual amount contributed by
that Revolving Credit Lender towards the principal balance of the Revolving
Credit Loans outstanding during the applicable period covered by the interest
payment made by the Borrowers. Any net principal reductions to the Revolving
Credit Loans received by the Administrative Agent in accordance with the Loan
Documents during such period shall not reduce such actual amount so contributed,
for purposes of calculation of interest due to that


                                      105
<PAGE>
Revolving Credit Lender, until the Administrative Agent has distributed to that
Revolving Credit Lender its pro-rata share thereof.

            (c) No Revolving Credit Lender shall have any interest in, or right
to receive any part of, the Underwriting Fee, the Structuring Fee or the
Collateral Monitoring Fee to be paid by the Borrowers to the Administrative
Agent pursuant to this Agreement.

            (d) Any amount received by the Administrative Agent as reimbursement
for any cost or expense (including without limitation, reasonable attorneys'
fees) shall be distributed by the Administrative Agent to that Person which is
entitled to such reimbursement as provided in this Agreement (and if such
Person(s) is (are) the Revolving Credit Lenders, pro-rata based upon their
respective Revolving Credit Commitment Percentages at the date on which the
expense, in respect of which such reimbursement is being made, was incurred).

            (e) Each distribution pursuant to this Section 13.4 is subject to
Section 13.3(c), above.

ARTICLE 14 - ACCELERATION AND LIQUIDATION:

      14.1. ACCELERATION NOTICES.

            (a) The Administrative Agent may give the Revolving Credit Lenders
an Acceleration Notice at any time following the occurrence of an Event of
Default.

            (b) The SuperMajority Lenders may give the Administrative Agent an
Acceleration Notice at any time following the occurrence of an Event of Default.
Such notice may be by multiple counterparts, provided that counterparts executed
by the requisite Revolving Credit Lenders are received by the Administrative
Agent within a period of five (5) consecutive Business Days.

      14.2. ACCELERATION. Unless stayed by judicial or statutory process, the
Administrative Agent shall Accelerate the Liabilities on account of the
Revolving Credit within a commercially reasonable time following:

            (a) The Administrative Agent's giving of an Acceleration Notice to
the Revolving Credit Lenders as provided in Section 14.1(a).

            (b) The Administrative Agent's receipt of an Acceleration Notice
from the SuperMajority Lenders, in compliance with Section 14.1(b) .

      14.3. INITIATION OF LIQUIDATION. Unless stayed by judicial or statutory
process, a Liquidation shall be initiated by the Administrative Agent within a
commercially reasonable time following Acceleration of Liabilities on account of
the Revolving Credit.

      14.4. ACTIONS AT AND FOLLOWING INITIATION OF LIQUIDATION.

            (a)   At the initiation of a Liquidation:


                                      106
<PAGE>
                  (i) The unpaid principal balance of the SwingLine Loan (if
      any) shall be converted, pursuant to Section 13.2(b)(iii), to a Revolving
      Credit Loan in which all Revolving Credit Lenders participate.

                  (ii) The Administrative Agent and the Revolving Credit Lenders
      shall "net out" each Revolving Credit Lender's respective contributions
      towards the Revolving Credit Loans, so that each Revolving Credit Lender
      holds that Revolving Credit Lender's Revolving Credit Commitment
      Percentage of the Revolving Credit Loans and advances.

            (b) Following the initiation of a Liquidation, each Revolving Credit
Lender shall contribute, towards any L/C and Banker's Acceptance thereafter
honored and not immediately reimbursed by the Borrowers, that Revolving Credit
Lender's Revolving Credit Commitment Percentage of such honoring.

      14.5. COLLATERAL AGENT'S CONDUCT OF LIQUIDATION.

            (a) Any Liquidation shall be conducted by the Collateral Agent,
subject to the direction of the SuperMajority Lenders.

            (b) The Collateral Agent may establish one or more Nominees to "bid
in" or otherwise acquire ownership to any Post Foreclosure Asset.

            (c) The Collateral Agent shall manage the Nominee and manage and
dispose of any Post Foreclosure Assets with a view towards the realization of
the economic benefits of the ownership of the Post Foreclosure Assets and in
such regard, the Collateral Agent and/or the Nominee may operate, repair,
manage, maintain, develop, and dispose of any Post Foreclosure Asset in such
manner as the Collateral Agent determine as appropriate under the circumstances.

            (d) The Collateral Agent may decline to undertake or to continue
taking a course of action or to execute an action plan (whether proposed by the
Collateral Agent or any Revolving Credit Lender) unless indemnified to the
Collateral Agent's satisfaction by the Revolving Credit Lenders against any and
all liability and expense which may be incurred by the Collateral Agent by
reason of taking or continuing to take that course of action or action plan.

            (e) Each Revolving Credit Lender shall execute all such instruments
and documents not inconsistent with the provisions of this Agreement as the
Collateral Agent and/or the Nominee reasonably may request with respect to the
creation and governance of any Nominee, the conduct of the Liquidation, and the
management and disposition of any Post Foreclosure Asset.

      14.6. DISTRIBUTION OF LIQUIDATION PROCEEDS.

            (a) The Collateral Agent may establish one or more reasonably funded
reserve accounts into which proceeds of the conduct of any Liquidation may be
deposited in anticipation of future expenses which may be incurred by the
Collateral Agent in the exercise of rights as a secured creditor of the
Borrowers and prior claims which the Collateral Agent anticipate may need to be
paid.


                                      107
<PAGE>
            (b) The Collateral Agent shall distribute the net proceeds of
Liquidation to the Administrative Agent for application in accordance with the
relative priorities set forth in Section 14.7, but subject to the terms of the
Intercreditor Agreement.

            (c) Each Revolving Credit Lender, on the written request of the
Collateral Agent and/or any Nominee, not more frequently than once each month,
shall reimburse the Collateral Agent and/or any Nominee, pro-rata, for any cost
or expense reasonably incurred by the Collateral Agent and/or the Nominee in the
conduct of a Liquidation, which amount is not covered out of current proceeds of
the Liquidation, which reimbursement shall be paid over to and distributed by
the Collateral Agent.

      14.7. RELATIVE PRIORITIES TO PROCEEDS OF LIQUIDATION.

            (a) All distributions of proceeds of a Liquidation shall be net of
payment over to the Collateral Agent as reimbursement for all reasonable third
party costs and expenses incurred by the Collateral Agent and to Lenders'
Special Counsel and to any funded reserve established pursuant to Section
14.6(a).

            (b) Subject to the terms of the Intercreditor Agreement and the
provisions of Section 14.7(c) below, the proceeds of a Liquidation, net of those
amounts described in Section 13.3(c)(iv), shall be distributed based on the
following priorities:

                  (i) To the SwingLine Lender, on account of any SwingLine loans
      not converted to Revolving Credit Loans pursuant to Section 14.4(a)(i);
      and then

                  (ii) To the Revolving Credit Lenders (other than any
      Delinquent Revolving Credit Lender), pro-rata, to the unpaid principal
      balance of the Revolving Credit; and then

                  (iii) To the Revolving Credit Lenders (other than any
      Delinquent Revolving Credit Lender), pro-rata, to accrued interest on the
      Revolving Credit; and then

                  (iv) To the Revolving Credit Lenders (other than any
      Delinquent Revolving Credit Lender), pro-rata, to those fees distributable
      hereunder to the Revolving Credit Lenders; and then

                  (v) To the Collateral Agent, an amount equal to 105% of the
      Stated Amount of all L/Cs and Bankers' Acceptances then outstanding; and
      then

                  (vi) To any Delinquent Revolving Credit Lenders, pro-rata to
      amounts to which such Delinquent Revolving Credit Lenders otherwise would
      have been entitled pursuant to Sections 14.7(b)(ii), 14.7(b)(iii),
      14.7(b)(iv); and then

                  (vii) To any other Liabilities, including any obligations due
      on account of Hedge Agreements.

            (c) Notwithstanding anything to the contrary herein contained, all
proceeds received from the Collateral of a Division shall first be applied to
the Revolving Credit Loans,


                                      108
<PAGE>
L/Cs, Banker's Acceptances, interest, fees and other Liabilities of such
Division before application to any other Liabilities.

ARTICLE 15 - THE AGENT:

      15.1. APPOINTMENT OF THE AGENT.

            (a) Each Lender appoints and designates NCBC as the "Administrative
Agent" hereunder and under the Loan Documents.

            (b) Each Lender appoints and designates NCBC as the "Collateral
Agent" hereunder and under the Loan Documents.

            (c)   Each Revolving Credit Lender authorizes the Agent:

                  (i) To execute those of the Loan Documents and all other
      instruments relating thereto to which the Agent is a party.

                  (ii) To take such action on behalf of the Revolving Credit
      Lenders and to exercise all such powers as are expressly delegated to the
      Agent hereunder and in the Loan Documents and all related documents,
      together with such other powers as are reasonably incident thereto.

      15.2. RESPONSIBILITIES OF AGENT.

            (a) The Agent shall not have any duties or responsibilities to, or
any fiduciary relationship with, any Revolving Credit Lender except for those
expressly set forth in this Agreement.

            (b)   Neither the Agent nor any of its Affiliates shall be
responsible to any Revolving Credit Lender for any of the following:

                  (i)   Any recitals, statements, representations or
      warranties made by any Borrower or any other Person.

                  (ii) Any appraisals or other assessments of the assets of any
      Borrower or of any other Person responsible for or on account of the
      Liabilities.

                  (iii) The value, validity, effectiveness, genuineness,
      enforceability, or sufficiency of the Loan Agreement, the Loan Documents
      or any other document referred to or provided for therein.

                  (iv) Any failure by any Borrower or any other Person (other
      than the Agent) to perform its respective obligations under the Loan
      Documents.

            (c) The Agent may employ attorneys, accountants, and other
professionals and agents and attorneys-in-fact and shall not be responsible for
the negligence or misconduct of any such attorneys, accountants, and other
professionals or agents or


                                      109
<PAGE>
attorneys-in-fact selected by the Agent with reasonable care. No such attorney,
accountant, other professional, agents, or attorney-in-fact shall be responsible
for any action taken or omitted to be taken by any other such Person.

            (d) Neither the Agent, nor any of its directors, officers, or
employees shall be responsible for any action taken or omitted to be taken or
omitted to be taken by any other of them in connection herewith in reliance upon
advice of its counsel nor, in any other event except for any action taken or
omitted to be taken as to which a final judicial determination has been or is
made (in a proceeding in which such Person has had an opportunity to be heard)
that such Person had acted in a grossly negligent manner, in actual bad faith,
or in willful misconduct.

            (e) The Agent shall not have any responsibility in any event for
more funds than the Agent actually receives and collects.

            (f) The Agent, in its separate capacity as a Lender, shall have the
same rights and powers hereunder as any other Lender.

      15.3. CONCERNING DISTRIBUTIONS BY THE AGENT.

            (a) The Administrative Agent in its reasonable discretion based upon
the Agent's determination of the likelihood that additional payments will be
received, expenses incurred, and/or claims made by third parties to all or a
portion of such proceeds, may delay the distribution of any payment received on
account of the Liabilities.

            (b) The Administrative Agent may disburse funds prior to determining
that the sums which the Agent expects to receive have been finally and
unconditionally paid to the Agent. If and to the extent that the Administrative
Agent does disburse funds and it later becomes apparent that the Agent did not
then receive a payment in an amount equal to the sum paid out, then any
Revolving Credit Lender to whom the Administrative Agent made the funds
available, on demand from the Administrative Agent, shall refund to the
Administrative Agent the sum paid to that Person.

            (c) If, in the opinion of the Agent, the distribution of any amount
received by the Agent might involve the Agent in liability, or might be
prohibited hereby, or might be questioned by any Person, then the Administrative
Agent may refrain from making distribution until the Agent's right to make
distribution has been adjudicated by a court of competent jurisdiction.

            (d) The proceeds of any Revolving Credit Lender's exercise of any
right of, or in the nature of, set-off shall be deemed, First, to the extent
that a Revolving Credit Lender is entitled to any distribution hereunder, to
constitute such distribution and Second, shall be shared with the other
Revolving Credit Lenders as if distributed pursuant to (and shall be deemed as
distributions under) Section 14.7.

            (e) Each Revolving Credit Lender recognizes that the crediting of
the Borrowers with the "proceeds" of any transaction in which a Post Foreclosure
Asset is acquired is a non-cash transaction and that, in consequence, no
distribution of such "proceeds" will be made by the Administrative Agent to any
Revolving Credit Lender.


                                      110
<PAGE>
            (f) In the event that (x) a court of competent jurisdiction shall
adjudge that any amount received and distributed by the Agent is to be repaid or
disgorged or (y) those Lenders adversely affected thereby determine to effect
such repayment or disgorgement, then each Revolving Credit Lender to which any
such distribution shall have been made shall repay, to the Agent which had made
such distribution, that Revolving Credit Lender's pro-rata share of the amount
so adjudged or determined to be repaid or disgorged.

      15.4. DISPUTE RESOLUTION. Any dispute among the Revolving Credit Lenders
and/or the Agent concerning the interpretation, administration, or enforcement
of the financing arrangements contemplated by this or any other Loan Document or
the interpretation or administration of this or any other Loan Document which
cannot be resolved amicably shall be resolved in the United States District
Court for the District of Ohio, sitting in Cleveland, Ohio, or in the courts of
Cuyahoga County, Ohio, to the jurisdiction of which courts each Revolving Credit
Lender hereto hereby submits.

      15.5. DISTRIBUTIONS OF NOTICES AND OF DOCUMENTS. The Administrative Agent
will forward to each Revolving Credit Lender, promptly after the Administrative
Agent's receipt thereof, a copy of each notice or other document furnished to
the Administrative Agent pursuant to this Agreement, including monthly,
quarterly, and annual financial statements received from the Lead Borrower
pursuant to Article 6 of this Agreement, other than any of the following:

            (a) Routine communications associated with requests for Revolving
Credit Loans and/or the issuance of L/Cs and Banker's Acceptances.

            (b) Routine or nonmaterial communications.

            (c) Any notice or document required by any of the Loan Documents to
be furnished directly to the Revolving Credit Lenders by the Lead Borrower.

            (d) Any notice or document of which the Administrative Agent has
knowledge that such notice or document had been forwarded to the Revolving
Credit Lenders other than by the Administrative Agent.

      15.6. CONFIDENTIAL INFORMATION.

            (a) Each Revolving Credit Lender will maintain, as confidential in
accordance with the provisions of Section 20.3 hereof, all of the following:

                  (i) Proprietary approaches, techniques, and methods of
      analysis which are applied by the Agent in the administration of the
      credit facility contemplated by this Agreement.

                  (ii) Proprietary forms and formats utilized by the Agent in
      providing reports to the Revolving Credit Lenders pursuant hereto, which
      forms or formats are not of general currency.

            (b) Nothing included herein shall prohibit the disclosure of any
such information as may be required to be provided by judicial process or by
regulatory authorities having jurisdiction over any party to this Agreement.


                                      111
<PAGE>
      15.7. RELIANCE BY AGENT. The Agent shall be entitled to rely upon any
certificate, notice or other document (including any cable, telegram, telex, or
facsimile) reasonably believed by the Agent to be genuine and correct and to
have been signed or sent by or on behalf of the proper Person or Persons, and
upon advice and statements of attorneys, accountants and other experts selected
by the Agent. As to any matters not expressly provided for in this Agreement,
any Loan Document, or in any other document referred to therein, the Agent shall
in all events be fully protected in acting, or in refraining from acting, in
accordance with the applicable Consent required by this Agreement. Instructions
given with the requisite Consent shall be binding on all Revolving Credit
Lenders.

      15.8. NON-RELIANCE ON AGENT AND OTHER REVOLVING CREDIT LENDERS.

            (a) Each Revolving Credit Lender represents to all other Revolving
Credit Lenders and to the Agent that such Revolving Credit Lender:

                  (i) Independently and without reliance on any representation
      or act by the Agent or by any other Revolving Credit Lender, and based on
      such documents and information as that Revolving Credit Lender has deemed
      appropriate, has made such Revolving Credit Lender's own appraisal of the
      financial condition and affairs of the Borrowers and decision to enter
      into this Agreement.

                  (ii) Has relied upon that Revolving Credit Lender's review of
      the Loan Documents by that Revolving Credit Lender and by counsel to that
      Revolving Credit Lender as that Revolving Credit Lender deemed appropriate
      under the circumstances.

            (b) Each Revolving Credit Lender agrees that such Revolving Credit
Lender, independently and without reliance upon the Agent or any other Revolving
Credit Lender, and based upon such documents and information as such Revolving
Credit Lender shall deem appropriate at the time, will continue to make such
Revolving Credit Lender's own appraisals of the financial condition and affairs
of the Borrowers when determining whether to take or not to take any
discretionary action under this Agreement.

            (c) The Agent, in the discharge of the Agent's duties hereunder,
shall not be required to make inquiry of, or to inspect the properties or books
of, any Person.

            (d) Except for notices, reports, and other documents and information
expressly required to be furnished to the Revolving Credit Lenders by the
Administrative Agent hereunder (as to which, see Section 15.5), the Agent shall
have no affirmative duty or responsibility to provide any Lender with any credit
or other information concerning any Person, which information may come into the
possession of the Agent or any Affiliate of the Agent.

            (e) Each Revolving Credit Lender, at such Revolving Credit Lender's
request, shall have reasonable access to all nonprivileged documents in the
possession of the Agent, which documents relate to the Agent's performance of
its respective duties hereunder.

      15.9. INDEMNIFICATION. Without limiting the liabilities of the Borrowers
under this Agreement or any of the other Loan Documents, each Revolving Credit
Lender shall indemnify the Agent, pro-rata, for any and all liabilities,
obligations, losses, damages, penalties, actions,


                                      112
<PAGE>
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever (including attorneys' reasonable fees and expenses and other
out-of-pocket expenditures) which may at any time be imposed on, incurred by, or
asserted against the Agent and in any way relating to or arising out of this
Agreement or any other Loan Document or any documents contemplated by or
referred to therein or the transactions contemplated thereby or the enforcement
of any of terms hereof or thereof or of any such other documents, provided,
however, no Revolving Credit Lender shall be liable for any of the foregoing to
the extent that any of the foregoing arises from any action taken or omitted to
be taken by the Agent as to which a final judicial determination has been or is
made (in a proceeding in which the Agent has had an opportunity to be heard)
that the Agent had acted in a grossly negligent manner, in actual bad faith, or
in willful misconduct.

      15.10.      RESIGNATION OF AGENT.

            (a) The Agent may resign at any time by giving 30 days prior written
notice thereof to the Revolving Credit Lenders. Upon receipt of any such notice
of resignation, the SuperMajority Lenders shall have the right to appoint a
successor to the Agent (and if no Event of Default has occurred and is
continuing, with the consent of the Lead Borrower, not to be unreasonably
withheld and, in any event, deemed given by the Lead Borrower if no written
objection is provided by the Lead Borrower to the (resigning) Agent within ten
(10) Business Days notice of such proposed appointment). If a successor Agent
shall not have been so appointed and accepted such appointment within 30 days
after the giving of notice by the resigning Agent, then the resigning Agent may
appoint a successor Agent, which shall be a financial institution having a
combined capital and surplus in excess of $500,000,000. The consent of the Lead
Borrower otherwise required by this Section 15.10(a) shall not be required if an
Event of Default has occurred and is continuing.

            (b) Upon the acceptance of any appointment as Agent hereunder by a
successor Agent, such successor shall thereupon succeed to, and become vested
with, all the rights, powers, privileges, and duties of the (resigning) Agent so
replaced, and the (resigning) Agent shall be discharged from the (resigning)
Agent's duties and obligations hereunder, other than on account of any
responsibility for any action taken or omitted to be taken by the (resigning)
Agent as to which a final judicial determination has been or is made (in a
proceeding in which the (resigning) Person has had an opportunity to be heard)
that such Person had acted in a grossly negligent manner or in bad faith, or in
willful misconduct.

            (c) After any retiring Agent's resignation, the provisions of this
Agreement and of all other Loan Documents shall continue in effect for the
retiring Person's benefit in respect of any actions taken or omitted to be taken
by it while it was acting as Agent.

      15.11. LEAD ARRANGER, CO-SYNDICATION AGENTS AND CO-DOCUMENTATION AGENTS.

      Notwithstanding the provisions of this Agreement or any of the other Loan
Documents, none of the Lead Arranger, the Co-Syndication Agents or the
Co-Documentation Agents shall have any powers, rights, duties, responsibilities
or liabilities with respect to this Agreement and the other Loan Documents other
than confidentiality provisions contained herein.


                                      113
<PAGE>
ARTICLE 16 - ACTION BY AGENT - CONSENTS - AMENDMENTS - WAIVERS:

      16.1. ADMINISTRATION OF CREDIT FACILITIES.

            (a) Except as otherwise specifically provided in this Agreement, the
Agent may take any action with respect to the credit facility contemplated by
the Loan Documents as the Agent determines to be appropriate, provided, however,
the Agent is under no affirmative obligation to take any action which it is not
required by this Agreement or the Loan Documents specifically to so take.

            (b) Except as specifically provided in the following Sections of
this Agreement, whenever a Loan Document or this Agreement provides that action
may be taken or omitted to be taken in the Agent's reasonable, good faith
discretion, the Agent shall have the sole right to take, or refrain from taking,
such action without, and notwithstanding, any vote of the Revolving Credit
Lenders:

<TABLE>
<CAPTION>
            Actions Described in Section Required        Type of Consent
            -------------------------------------        ---------------
<S>                                                      <C>
            16.2                                         Majority Lenders
            16.3                                         SuperMajority Lenders
            16.4                                         Certain Consent
            16.5                                         Unanimous Consent
            16.6                                         Consent of SwingLine Lender
            16.7                                         Consent of the Agent
</TABLE>

            (c) The rights granted to the Revolving Credit Lenders in those
sections referenced in Section 16.1(b) shall not otherwise limit or impair the
Agent's exercise of its reasonable, good faith discretion under the Loan
Documents.

      16.2. ACTIONS REQUIRING OR ON DIRECTION OF MAJORITY LENDERS.

      Except as otherwise provided in this Agreement, the Consent or direction
of the Majority Lenders is required for any amendment, waiver, or modification
of any Loan Document.

      16.3. ACTIONS REQUIRING OR ON DIRECTION OF SUPERMAJORITY LENDERS.

      The Consent or direction of the SuperMajority Lenders is required as
follows:

            (a) The SuperMajority Lenders may direct the Administrative Agent to
permit Protective OverAdvances to be outstanding for more than 45 consecutive
Business Days or more than twice in any twelve month period (the Revolving
Credit Lenders recognizing that, except as described in this Section , any loan
or advance under the Revolving Credit which results in a Protective OverAdvance
may be made by the Administrative Agent in its reasonable, good faith discretion
without the Consent of the Revolving Credit Lenders, whether or not a Default
exists, and that each Revolving Credit Lender shall be bound thereby).

            (b) The SuperMajority Lenders may direct the Administrative Agent to
suspend the Revolving Credit, if any Default is then occurring, following which
direction, and


                                      114
<PAGE>
for as long as a Default is then occurring, the only Revolving Credit Loans
which may be made are the following:

                  (i) Protective OverAdvances not otherwise prohibited as
      provided in .

                  (ii) Revolving Credit Loans made to "cover" the honoring of
      L/C's and Banker's Acceptances.

                  (iii) Revolving Credit Loans made with Consent of the
      SuperMajority Lenders.

            (c) The SuperMajority Lenders may undertake the following if an
Event of Default has occurred and is continuing:

                  (i) Give the Administrative Agent an Acceleration Notice in
      accordance with Section 14.1(b).

                  (ii) Direct the Administrative Agent to increase the rate of
      interest to the default rate of interest as provided in, and to the extent
      permitted by, this Agreement.

      16.4. ACTION REQUIRING CERTAIN CONSENT.  The Consent or direction of
the following is required for the following actions:

            (a) Any forgiveness of all or any portion of any payment Liability:
All Revolving Credit Lenders whose payment Liability is being so forgiven:
(other than any Delinquent Revolving Credit Lender).

            (b) Any decrease in any interest rate or fee payable under any of
the Loan Documents (other than any fee payable to the Administrative Agent (for
which the consent of the Administrative Agent shall be required): All Revolving
Credit Lenders adversely affected thereby (other than any Delinquent Revolving
Credit Lender).

            (c) Any postponement of the scheduled time for payment of any amount
payable under any of the Loan Documents: All Revolving Credit Lenders adversely
affected thereby (other than any Delinquent Revolving Credit Lender).

            (d) Volitional Disgorgement as described in 15.3(f): Each Revolving
Credit Lender (other than any Delinquent Revolving Credit Lender) which is
adversely affected thereby.

            (e) Increase in the SwingLine Ceiling: The consent of the SwingLine
Lender and the Majority Lenders.

      16.5. ACTIONS REQUIRING OR DIRECTED BY UNANIMOUS CONSENT.  None of
the following may take place except with Unanimous Consent:

            (a) Any release of a material portion of the Collateral, but such
Consent to such release is not required if any of the following conditions is
satisfied:


                                      115
<PAGE>
                  (i) Such release is otherwise required or provided for in the
      Loan Documents.

                  (ii) Such release is being made to facilitate a Liquidation.

                  (iii) No OverLoan exists immediately after giving effect to
      the application to the Loan Account of the net proceeds received on
      account of the transaction in which such release is made.

            (b) Any amendment of the Definitions of "Borrowing Base", "Filene's
Borrowing Base", "VC Borrowing Base", "Excess Availability Reserve",
"Availability", "Filene's Availability" or "VC Availability" or of any
Definition of any component thereof, such that more credit would be available to
a Borrower, based on the same assets, as would have been available to such
Borrower immediately prior to such amendment , it being understood, however,
that:

                  (i) The foregoing shall not limit the adjustment by the
      Collateral Agent of any Reserve (other than the Excess Availability
      Reserve) or the Inventory Advance Rate in the Collateral Agent's
      administration of the Revolving Credit as otherwise permitted by this
      Agreement.

                  (ii) The foregoing shall not prevent the Administrative Agent,
      in its administration of the Revolving Credit, from restoring any
      component of the Borrowing Base, Filene's Borrowing Base, or VC Borrowing
      Base which had been lowered by the Administrative Agent back to the value
      of such component, as stated in this Agreement or to an intermediate
      value.

            (c) Any waiver, amendment, or modification which has the effect of
increasing any Revolving Credit Dollar Commitment, Revolving Credit Commitment
Percentage, or the Revolving Credit Ceiling, except that no Consent shall be
required for any such increase which is the result of the application of the
following Sections of this Agreement:

                  (i) Section 16.10 (which relates to NonConsenting Revolving
      Credit Lenders).

                  (ii) Section 17.1 (which relates to assignments and
      assumptions).

            (d) Any release of any Person obligated on account of the
Liabilities.

            (e) The making of any Revolving Credit Loan which, when made,
exceeds Availability and is not a Protective OverAdvance, subject, however, to
the following:

                  (i) No Consent is required in connection with the making of
      any Revolving Credit Loan to "cover" any honoring of a drawing under any
      L/C or any Banker's Acceptance.

                  (ii) Each Lender recognizes that subsequent to the making of a
      Revolving Credit Loan which does not constitute a Protective OverAdvance,
      the unpaid principal balance of the Loan Account may exceed Borrowing Base
      on account of


                                      116
<PAGE>
      changed circumstances beyond the control of the Agent (such as a drop in
      collateral value).

            (f) Any amendment which has the effect of modifying the
Administrative Agent's right or ability to make Protective OverAdvances.

            (g) The waiver of the obligation of the Borrowers to reduce the
unpaid principal balance of loans under the Revolving Credit to an amount so
that no OverLoan (other than a Protective OverAdvance) is outstanding.

            (h) Any amendment of this Article 16.

            (i) Any subordination of the Liabilities to any material obligation
of any Borrower, unless such subordination is otherwise required pursuant to
this or is permitted by this Agreement.

            (j) Amendment of any of the following Definitions:

                        "Majority Lender"
                        "Maturity Date"
                        "Protective OverAdvance"
                        "SuperMajority Lenders
                        "Unanimous Consent"

      16.6. ACTIONS REQUIRING SWINGLINE LENDER CONSENT. No action, amendment, or
waiver of compliance with, any provision of the Loan Documents or of this
Agreement which affects the SwingLine Lender may be undertaken without the
Consent of the SwingLine Lender.

      16.7. ACTIONS REQUIRING AGENT'S CONSENT.

      No action referenced herein which modifies the rights, duties, and
obligations of the Agent shall be effective without the written consent of the
Agent.

      16.8. MISCELLANEOUS ACTIONS.

            (a) Notwithstanding any other provision of this Agreement, no single
Revolving Credit Lender independently may exercise any right of action or
enforcement against or with respect to any Borrower.

            (b) The Agent shall be fully justified in failing or refusing to
take action under this Agreement or any Loan Document on behalf of any Revolving
Credit Lender unless the Agent shall first

                  (i) receive such clear, unambiguous, written instructions as
      the Agent deem appropriate; and

                  (ii) be indemnified to the Agent's satisfaction by the
      Revolving Credit Lenders against any and all liability and expense which
      may be incurred by the Agent by


                                      117
<PAGE>
      reason of taking or continuing to take any such action, unless such action
      had been grossly negligent, in willful misconduct, or in bad faith.

            (c) The Agent may establish reasonable procedures for the providing
of direction and instructions from the Revolving Credit Lenders to the Agent,
including its reliance on multiple counterparts, facsimile transmissions, and
time limits within which such direction and instructions must be received in
order to be included in a determination of whether the requisite Lenders have
provided their direction, Consent, or instructions.

      16.9. ACTIONS REQUIRING LEAD BORROWER'S CONSENT.

            (a) The Lead Borrower's consent is required for any amendment of
this Agreement, except that each of the following Articles of this Agreement may
be amended without the consent of the Lead Borrower:

<TABLE>
<CAPTION>
            Article     Title of Article
            -------     ----------------
<S>                     <C>
            13          Revolving Credit Fundings and Distributions

            14          Acceleration and Liquidation (other than any
                        modifications to the requisite percentage of Revolving
                        Credit Lenders which may furnish an Acceleration Notice
                        under Section 14.1(b))

            15.1        The Agent (provided that the provisions of Section
                        15.10(a) relating to the Lead Borrower's consent to a
                        successor Agent in certain circumstances may not be
                        amended without the Lead Borrower's consent).

            16          Action By Agent - Consents - Amendments - Waivers
                        (other than as provided in Section 16.9(b))

            17          Assignments and Participations (provided that the
                        provisions of Section 17.1(a)(i) relating to the Lead
                        Borrower's consent to an assignment in certain
                        circumstances may not be amended without the Lead
                        Borrower's consent).
</TABLE>

            (b) Subject to Section 16.9(c), the following Sections of Article 16
may not be amended without the consent of the Lead Borrower:

<TABLE>
<CAPTION>
            Actions Described in Section        Type of Consent Required
            ----------------------------        ------------------------
<S>                                             <C>
            16.3                                SuperMajority Lenders
            16.5                                Unanimous Consent
            16.9                                Actions Requiring Lead Borrower's Consent
</TABLE>

and further provided that no provision of any Article listed in Section 16.9(a)
that (i) obligates the Agent to exercise reasonable, good faith discretion, or
(ii) imposes liability on any Person for acting in a grossly negligent manner,
in actual bad faith or willful misconduct, or (iii) imposes


                                      118
<PAGE>
any confidentiality obligation under this Agreement on any Person, may be
amended without the consent of the Lead Borrower.

            (c) The Lead Borrower's consent to the amendment of those provisions
referenced in Section 16.9(b)

                  (i) Shall be deemed given unless written objection is made,
      within seven (7) Business Days following the Administrative Agent's giving
      notice to the Lead Borrower of the proposed amendment; and

                  (ii) shall not be required following the occurrence of any
      Event of Default.

      16.10. NONCONSENTING REVOLVING CREDIT LENDER.

            (a) In the event that a Revolving Credit Lender (in this Section
16.10, a "NONCONSENTING REVOLVING CREDIT LENDER") does not provide its Consent
to a proposal by the Agent to take action which requires consent under this
Article 16, then one or more Revolving Credit Lenders who provided Consent to
such action may require the assignment, without recourse and in accordance with
the procedures outlined in Section 17.1, below, of the NonConsenting Revolving
Credit Lender's Loan Commitment hereunder on fifteen (15) days written notice to
the Administrative Agent and to the NonConsenting Revolving Credit Lender.

            (b) At the end of such fifteen (15) days, and provided that the
NonConsenting Revolving Credit Lender delivers the Revolving Credit Note held by
the NonConsenting Revolving Credit Lender to the Administrative Agent (or a lost
note affidavit and indemnity reasonably acceptable to the Administrative Agent),
the Revolving Credit Lenders who have given such written notice shall Transfer
the following to the NonConsenting Revolving Credit Lender:

                  (i) Such NonConsenting Revolving Credit Lender's pro-rata
      share of the principal and interest of the Revolving Credit Loans to the
      date of such assignment.

                  (ii) All fees distributable hereunder to the NonConsenting
      Revolving Credit Lender to the date of such assignment.

                  (iii) Any out-of-pocket costs and expenses for which the
      NonConsenting Revolving Credit Lender is entitled to reimbursement from
      the Borrowers.

            (c) In the event that the NonConsenting Revolving Credit Lender
fails to deliver to the Administrative Agent the Revolving Credit Note held by
the NonConsenting Revolving Credit Lender (or a lost note affidavit and
indemnity) as provided in Section 16.10(b), then:

                  (i) The amount otherwise to be Transferred to the
      NonConsenting Revolving Credit Lender shall be Transferred to the
      Administrative Agent and held by the Administrative Agent, without
      interest, to be turned over to the NonConsenting


                                      119
<PAGE>
      Revolving Credit Lender upon delivery of the Revolving Credit Note held by
      that NonConsenting Revolving Credit Lender (or a lost note affidavit and
      indemnity).

                  (ii) The Revolving Credit Note held by the NonConsenting
      Revolving Credit Lender shall have no force or effect whatsoever.

                  (iii) The NonConsenting Revolving Credit Lender shall cease to
      be a "Revolving Credit Lender".

                  (iv) The Revolving Credit Lender(s) which have Transferred the
      amount to the Administrative Agent as described above shall have succeeded
      to all rights and become subject to all of the obligations of the
      NonConsenting Revolving Credit Lender as "Revolving Credit Lender".

            (d) In the event that more than one (1) Revolving Credit Lender
wishes to require such assignment, the NonConsenting Revolving Credit Lender's
Loan Commitment hereunder shall be divided among such Revolving Credit Lenders,
pro-rata based upon their respective Revolving Credit Commitment Percentages,
with the Administrative Agent coordinating such transaction.

            (e) The Administrative Agent shall coordinate the retirement of the
Revolving Credit Note held by the NonConsenting Revolving Credit Lender and the
issuance of Revolving Credit Notes to those Revolving Credit Lenders which
"take-out" such NonConsenting Revolving Credit Lender, provided, however, no
processing fee otherwise to be paid as provided in Section 17.2(b) shall be due
under such circumstances.

ARTICLE 17 - ASSIGNMENTS BY REVOLVING CREDIT LENDERS:

      17.1. ASSIGNMENTS AND ASSUMPTIONS.

            (a) Except as provided herein, each Revolving Credit Lender (in this
Section 17.1(a), an "ASSIGNING REVOLVING CREDIT LENDER") may assign to one or
more Eligible Assignees (in this Section 17.1(a), each an "ASSIGNEE REVOLVING
CREDIT LENDER") all or a portion of that Revolving Credit Lender's interests,
rights and obligations under this Agreement and the Loan Documents (including
all or a portion of its Revolving Credit Dollar Commitment) and the same portion
of the Revolving Credit Loans at the time owing to it, and of the Revolving
Credit Note held by the Assigning Revolving Credit Lender, provided that:

                  (i) The Administrative Agent and, subject to the provisions of
      Section 2.22(d) hereof, the Lead Borrower, shall have given its prior
      written consent to such assignment, which consent shall not be
      unreasonably withheld, but need not be given if the proposed assignment
      would result in any resulting Revolving Credit Lender's having a Revolving
      Credit Dollar Commitment of less than the "minimum hold" amount specified
      in Section 17.1(a)(iii).

                  (ii) Each such assignment shall be of a constant, and not a
      varying, percentage of all the Assigning Revolving Credit Lender's rights
      and obligations under this Agreement.


                                      120
<PAGE>
                  (iii) Following the effectiveness of such assignment, the
      Assigning Revolving Credit Lender's Revolving Credit Dollar Commitment (if
      not an assignment of all of the Assigning Revolving Credit Lender's Loan
      Commitment) shall not be less than $5,000,000.00.

      17.2. ASSIGNMENT PROCEDURES.  (This Section 17.2 describes the
procedures to be followed in connection with an assignment effected
pursuant to this Article 17 and permitted by Section 17.1).

            (a) The parties to such an assignment shall execute and deliver to
the Administrative Agent, for recording in the Register, an Assignment and
Acceptance substantially in the form of EXHIBIT 17.2, annexed hereto (each, an
"ASSIGNMENT AND ACCEPTANCE").

            (b) The Assigning Revolving Credit Lender shall deliver to the
Administrative Agent, with such Assignment and Acceptance, the Revolving Credit
Note held by the subject Assigning Revolving Credit Lender and the
Administrative Agent's processing fee of $3,500.00.

            (c) The Administrative Agent shall maintain a copy of each
Assignment and Acceptance delivered to it and a register or similar list (the
"REGISTER") for the recordation of the names and addresses of the Revolving
Credit Lenders and of the Revolving Credit Dollar Commitment and Revolving
Credit Commitment Percentage of each Revolving Credit Lender. The Register shall
be available for inspection by the Revolving Credit Lenders at any reasonable
time and from time to time upon reasonable prior notice. In the absence of
manifest error, the entries in the Register shall be conclusive and binding on
all Revolving Credit Lenders. The Administrative Agent and the Revolving Credit
Lenders may treat each Person whose name is recorded in the Register as a
"Revolving Credit Lender" hereunder for all purposes of this Agreement.

            (d) The Assigning Revolving Credit Lender and Assignee Revolving
Credit Lender, directly between themselves, shall make all appropriate
adjustments in payments for periods prior to the effective date of an Assignment
and Assumption.

      17.3. EFFECT OF ASSIGNMENT.

            (a) From and after the effective date specified in an Assignment and
Acceptance which has been executed, delivered, and recorded (which effective
date the Administrative Agent may delay by up to five (5) Business Days after
the delivery of such Assignment and Acceptance):

                  (i)   The Assignee Revolving Credit Lender:

                        (A) Shall be a party to this Agreement and the Loan
            Documents (and to any amendments thereof) as fully as if the
            Assignee Revolving Credit Lender had executed each..

                        (B) Shall have the rights of a Revolving Credit Lender
            hereunder to the extent of the Revolving Credit Dollar Commitment
            and


                                      121
<PAGE>
            Revolving Credit Commitment Percentage assigned by such Assignment
            and Acceptance.

                  (ii) The Assigning Revolving Credit Lender shall be released
      from the Assigning Revolving Credit Lender's obligations under this
      Agreement and the Loan Documents to the extent of the Loan Commitment
      assigned by such Assignment and Acceptance.

                  (iii) The Administrative Agent shall undertake to obtain and
      distribute replacement Revolving Credit Notes to the subject Assigning
      Revolving Credit Lender and Assignee Revolving Credit Lender.

            (b) By executing and delivering an Assignment and Acceptance, the
parties thereto confirm to and agree with each other and with all parties to
this Agreement as to those matters which are set forth in the subject Assignment
and Acceptance.

ARTICLE 18 - NOTICES:

      18.1. NOTICE ADDRESSES. All notices, demands, and other communications
made in respect of any Loan Document (other than a request for a loan or advance
or other financial accommodation under the Revolving Credit) shall be made to
the following addresses, each of which may be changed upon seven (7) days
written notice to all others given by certified mail, return receipt requested:

            If to the Administrative Agent:

                  National City Business Credit, Inc.
                  1965 E. Sixth Street
                  Cleveland, Ohio 44114
                  Attention   : Joseph Kwasny
                  Fax         : (216) 222-9555

            With a copy to:

                  Riemer & Braunstein LLP
                  Three Center Plaza
                  Boston, Massachusetts  02108
                  Attention   :  David S. Berman, Esquire
                  Fax         : (617) 880-3456

            If to the Lead Borrower
            And All Borrowers:

                  Value City Department Stores LLC
                  3241 Westerville Road
                  Columbus, Ohio 43224
                  Attention   :   James. A. McGrady
                  Fax         :    (614) 473-2721


                                      122
<PAGE>
            With a copy to:

                  Schottenstein Stores Corporation
                  1800 Moler Road
                  Columbus, Ohio 43207
                  Attention   : Irwin A. Bain, Esquire
                  Fax         : (614) 443-0972

            With a copy to:

                  Vorys, Sater, Seymour and Pease LLP
                  52 East Gay Street
                  Columbus, Ohio  43215
                  Attention   :John B. Weimer, Esquire
                              Fax         : (614) 719-5086

      18.2. NOTICE GIVEN.

            (a) Except as otherwise specifically provided herein, notices shall
be deemed made and correspondence received, as follows (all times being local to
the place of delivery or receipt):

                  (i) By certified mail, return receipt requested: the date when
      actually received.

                  (ii) By recognized overnight express delivery: the Business
      Day following the day when sent.

                  (iii) By Hand: If delivered on a Business Day after 9:00 AM
      and no later than three (3) hours prior to the close of customary business
      hours of the recipient, when delivered. Otherwise, at the opening of the
      then next Business Day.

                  (iv) By Facsimile transmission (which must include a header on
      which the party sending such transmission is indicated): If sent on a
      Business Day after 9:00 AM and no later than three (3) hours prior to the
      close of customary business hours of the recipient, one (1) hour after
      being sent. Otherwise, at the opening of the then next Business Day.

      18.3. WIRE INSTRUCTIONS. NOTICE GIVEN. Subject to change in the same
manner that a notice address may be changed (as to which, see Section 18.1),
wire transfers to the Administrative Agent shall be made in accordance with the
following wire instructions:

            National City Bank.
            ABA Number        : 041000124
            Account Name      : National City Business Credit, Inc.
            Account Number    : 3790116
            Reference         : Value City


                                      123
<PAGE>
ARTICLE 19 - TERM:

      19.1. TERMINATION OF REVOLVING CREDIT.  The Revolving Credit shall
remain in effect (subject to suspension as provided in Section 2.6 hereof)
until the Termination Date.

      19.2. ACTIONS ON TERMINATION.

            (a) On the Termination Date, the Borrowers shall pay the
Administrative Agent (whether or not then due), in immediately available funds,
all Liabilities including, without limitation: the following:

                  (i) The entire balance of the Loan Account (including the
      unpaid principal balance of the Revolving Credit Loans, and the SwingLine
      Loan ).

                  (ii)  Any then remaining installments of the Collateral
      Monitoring Fee.

                  (iii) Any payments due on account of the indemnification
      obligations included in Section 2.11(f).

                  (iv)  Any accrued and unpaid Unused Line Fee.

                  (v) All unreimbursed costs and expenses of the Agent and of
      Lenders' Special Counsel for which each Borrower is responsible.

                  (vi)  All other Liabilities.

            (b) On the Termination Date, the Borrowers shall also shall make
such arrangements concerning any L/Cs and Banker's Acceptances then outstanding
as are reasonably satisfactory to the Administrative Agent.

            (c) Until such payment (Section 19.2(a)) and arrangements concerning
L/Cs and Banker's Acceptances (Section 19.2(b)), all provisions of this
Agreement, other than those included in Article 2 which place any obligation on
the Administrative Agent or any Revolving Credit Lender to make any loans or
advances or to provide any financial accommodations to any Borrower shall remain
in full force and effect until all Liabilities shall have been paid in full.

            (d) On the Termination Date, and upon satisfaction by the Loan
Parties of the terms of Section 19.2(a) and (b), above, the Collateral Agent
shall release the Collateral Interests granted the Collateral Agent by the
Borrowers hereunder, which may be upon such conditions and indemnifications as
the Collateral Agent may reasonably require.

ARTICLE 20 - GENERAL:

      20.1. PROTECTION OF COLLATERAL. The Agent has no duty as to the collection
or protection of the Collateral beyond the safe custody of such of the
Collateral as may come into the possession of the Agent.

      20.2. PUBLICITY. Subject to the prior approval of the Lead Borrower (which
approval shall not be unreasonably withheld or delayed), the Administrative
Agent may issue a


                                      124
<PAGE>
"tombstone" notice of the establishment of the credit facility contemplated by
this Agreement and may make reference to each Borrower (and may utilize any logo
or other distinctive symbol associated with each Borrower) in connection with
any advertising, promotion, or marketing (including reference in any "case
study" of the creditor facility contemplated hereby) undertaken by the
Administrative Agent.

      20.3. CONFIDENTIALITY. Each of the Agent, the Issuer, the Lead Arranger,
the Revolving Credit Lenders, the SwingLine Lender, and any Person subject to
this Section 20.3 by the terms of this Agreement (or behalf of itself, and each
of its directors, officers, and employees) agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) to any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement and any actual or prospective
counterparty or advisors to any swap or derivative transactions relating to the
Loan Parties and the Liabilities (subject to an agreement executed for the
benefit of the Lead Borrower which contains provisions substantially the same as
those of this Section 20.3, (g) with the consent of the Loan Parties or (h) to
the extent such Information (i) becomes publicly available other than as a
result of a breach of this Section or (ii) becomes legally available to the
Agent, the Issuer, the Lead Arranger or any Revolving Credit Lender on a
nonconfidential basis from a source other than the Loan Parties. For the
purposes of this Section, the term "Information" means all information received
from the Loan Parties relating to their business, other than any such
information that is available to the Agent, the Issuer, the Lead Arranger or any
Revolving Credit Lender on a nonconfidential basis prior to disclosure by the
Loan Parties, provided that, in the case of information received from the Loan
Parties after the date hereof, such information is identified at the time of
delivery as confidential or of the type of information, such as business plans
or financial information as is customarily confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information that
is of a similar nature. The confidentiality provisions contained in this
Agreement shall survive the termination, assignment or invalidation of this
Agreement, or of any of the rights and obligations contained herein or therein.

      20.4. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
Borrowers and their respective representatives, successors, and assigns and
shall enure to the benefit of the Agent and each Revolving Credit Lender and
their respective successors and assigns, provided, however, no trustee or other
fiduciary appointed with respect to any Borrower shall have any rights
hereunder. In the event that the Agent or any Revolving Credit Lender assigns or
transfers its rights under this Agreement, the assignee shall thereupon succeed
to and become vested with


                                      125
<PAGE>
all rights, powers, privileges, and duties of such assignor hereunder and such
assignor shall thereupon be discharged and relieved from its duties and
obligations hereunder.

      20.5. SEVERABILITY. Any determination that any provision of this Agreement
or any application thereof is invalid, illegal, or unenforceable in any respect
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 provision of this Agreement.

      20.6. AMENDMENTS.  COURSE OF DEALING.

            (a) This Agreement and the other Loan Documents incorporate all
discussions and negotiations between each Borrower and the Agent and each
Revolving Credit Lender, either express or implied, concerning the matters
included herein and in such other instruments, any custom, usage, or course of
dealings to the contrary notwithstanding. No such discussions, negotiations,
custom, usage, or course of dealings shall limit, modify, or otherwise affect
the provisions hereof or thereof. No failure by the Agent or any Revolving
Credit Lender to give notice to the Lead Borrower of any Borrower's having
failed to observe and comply with any warranty or covenant included in any Loan
Document shall constitute a waiver of such warranty or covenant or the amendment
of the subject Loan Document. No change made by the Agent to the manner by which
Borrowing Base is determined shall obligate the Agent to continue to determine
Borrowing Base in that manner.

            (b) Each Borrower may undertake any action otherwise prohibited
hereby, and may omit to take any action otherwise required hereby, upon and with
the express prior written consent of the Administrative Agent. Subject to
Article 16, no consent, modification, amendment, or waiver of any provision of
any Loan Document shall be effective unless executed in writing by or on behalf
of the party to be charged with such modification, amendment, or waiver (and if
such party is the Administrative Agent then by a duly authorized officer
thereof). Any modification, amendment, or waiver provided by the Administrative
Agent shall be in reliance upon all representations and warranties theretofore
made to the Administrative Agent by or on behalf of the Borrowers (and any
guarantor, endorser, or surety of the Liabilities) and consequently may be
rescinded in the event that any of such representations or warranties was not
true and complete in all material respects when given.

      20.7. POWER OF ATTORNEY. In connection with all powers of attorney
included in this Agreement (which may be exercised only after the occurrence and
during the continuance of an Event of Default), each Borrower hereby grants unto
the Administrative Agent (acting through any of its officers) full power to do
any and all things necessary or appropriate in connection with the exercise of
such powers as fully and effectually as that Borrower might or could do, hereby
ratifying all that said attorney shall do or cause to be done by virtue of this
Agreement. No power of attorney set forth in this Agreement shall be affected by
any disability or incapacity suffered by any Borrower and each shall survive the
same. All powers conferred upon the Agent by this Agreement, being coupled with
an interest, shall be irrevocable until this Agreement is terminated by a
written instrument executed by a duly authorized officer of the Agent. The
Administrative Agent, as agent for the Borrowers under any power of attorney
included in this Agreement and the other Loan Documents, is not a fiduciary for
any Borrower, but instead, in exercising any one or more rights with respect to
such powers of attorney, may do so for the sole and exclusive benefit of the
Revolving Credit Lenders, and not for the benefit of any Borrower.


                                      126
<PAGE>
The Borrowers acknowledge and agree that the provisions of Title 20,
Pennsylvania Consolidated Statutes Section 5601 et seq., as amended (including,
without limitation, Act 39 of 1999) shall not be applicable to any one or more
powers of attorney contained in any Loan Document previously, concurrently or in
the future executed and delivered by the Borrowers.

      20.8. APPLICATION OF PROCEEDS. The proceeds of any collection, sale, or
disposition of the Collateral, or of any other payments received hereunder,
shall be applied towards the Liabilities in such order and manner as the
Administrative Agent determines in its sole reasonable, good faith discretion,
consistent, however, with Sections 14.6 and 14.7 and any other applicable
provisions of this Agreement. The Borrowers shall remain liable for any
deficiency remaining following such application.

      20.9. INCREASED COSTS. If, after the date hereof, as a result of any
change in any Requirement of Law, or change of the interpretation or application
thereof by any court or by any governmental or other authority or entity charged
with the administration thereof, whether or not having the force of law, which:

            (a) subjects any Revolving Credit Lender to any taxes or changes the
basis of taxation, or increases any existing taxes, on payments of principal,
interest or other amounts payable by any Borrower to the Agent or any Revolving
Credit Lender under this Agreement (except for taxes on the Agent or any
Revolving Credit Lender based on net income or capital imposed by the
jurisdiction in which the principal or lending offices of the Agent or that
Revolving Credit Lender are located);

            (b) imposes, modifies or deems applicable any reserve, cash margin,
special deposit or similar requirements against assets held by, or deposits in
or for the account of or loans by or any other acquisition of funds by the
relevant funding office of any Revolving Credit Lender;

            (c) imposes on any Revolving Credit Lender any other condition with
respect to any Loan Document; or

            (d) imposes on any Revolving Credit Lender a requirement to maintain
or allocate capital in relation to the Liabilities;

and the result of any of the foregoing, in such Revolving Credit Lender's
reasonable opinion, is to increase the cost to that Revolving Credit Lender of
making or maintaining any loan, advance or financial accommodation or to reduce
the income receivable by that Revolving Credit Lender in respect of any loan,
advance or financial accommodation by an amount which that Revolving Credit
Lender deems to be material, then upon written notice from the Administrative
Agent, from time to time, to the Lead Borrower (such notice to set out in
reasonable detail the facts giving rise to and a summary calculation of such
increased cost or reduced income), the Borrowers shall forthwith pay to the
Administrative Agent, for the benefit of the subject Revolving Credit Lender,
upon receipt of such notice, that amount which shall compensate the subject
Revolving Credit Lender for such additional cost or reduction in income.

      20.10. REPLACEMENT OF REVOLVING CREDIT LENDER. If (a) any Revolving Credit
Lender incurs increased costs and requests compensation under Section 2.18(d) or
Section 20.9,


                                      127
<PAGE>
(b) any Revolving Credit Lender is a Delinquent Revolving Credit Lender, then
the Lead Borrower may

            (a) request such Revolving Credit Lender or Issuer to use reasonable
efforts to designate a different lending office for funding or booking its loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches, or Affiliates, if in the judgment of such Revolving Credit
Lender or Issuer, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.18(d) or Section 20.9 hereof, and (ii)
would not subject such Revolving Credit Lender or Issuer to any unreimbursed
cost or expense, and would not otherwise be disadvantageous to such Revolving
Credit Lender or Issuer. The Lead Borrower shall pay all reasonable costs and
expenses incurred by such Revolving Credit Lender or Issuer in connection with
any such designation of assignment; and

            (b) at its sole expense and effort, upon notice to such Revolving
Credit Lender and the Administrative Agent, require such Revolving Credit Lender
to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Article 17), all its interests, rights and obligations
under this Agreement to an assignee that shall assume such obligations (which
assignee may be another Revolving Credit Lender, if a Revolving Credit Lender
accepts such assignment), provided that (i) if such assignee is not an existing
Revolving Credit Lender, the Lead Borrower shall have received the prior written
consent of the Administrative Agent, which consent shall not unreasonably be
withheld, (ii) such Revolving Credit Lender shall have received payment of an
amount equal to the outstanding principal of its Revolving Credit Loans and
participations in unreimbursed drawings under L/Cs and Banker's Acceptances and
SwingLine Loans, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Lead Borrower (in the case of
all other amounts) and (iii) such assignment will result in a reduction in such
compensation, payments or costs. A Revolving Credit Lender shall not be required
to make any such assignment and delegation if, prior thereto, as a result of a
waiver by such Revolving Credit Lender or otherwise, the circumstances entitling
the Lead Borrower to require such assignment and delegation cease to apply.

      20.11. COSTS AND EXPENSES OF THE AGENT AND ISSUER.

            (a) The Borrowers shall pay from time to time on demand all Costs of
Collection and all reasonable costs, expenses, and disbursements (including
reasonable attorneys' fees and expenses) which are incurred by the Agent or the
Issuer in connection with the preparation, negotiation, execution, and delivery
of this Agreement and of any other Loan Documents, and all other reasonable
costs, expenses, and disbursements which may be incurred in connection with or
in respect to the credit facility contemplated hereby or which otherwise are
incurred with respect to the Liabilities.

            (b) The Borrowers shall pay from time to time on demand all
reasonable costs and expenses (including reasonable attorneys' fees and
expenses) incurred, following the occurrence of any Event of Default, by the
Revolving Credit Lenders to Lenders' Special Counsel.


                                      128

<PAGE>
            (c) Each Borrower authorizes the Administrative Agent to pay all
such fees and expenses and in the Administrative Agent's reasonable, good faith
discretion, to add such fees and expenses to the Loan Account.

            (d) The undertaking on the part of each Borrower in this Section
20.11 shall survive payment of the Liabilities and/or any termination, release,
or discharge executed by the Agent in favor of any Borrower, other than a
termination, release, or discharge which makes specific reference to this
Section 20.11.

      20.12. COPIES AND FACSIMILES. Each Loan Document and all documents and
papers which relates thereto which have been or may be hereinafter furnished the
Agent or any Revolving Credit Lender may be reproduced by that Revolving Credit
Lender or by the Agent by any photographic, microfilm, xerographic, digital
imaging, or other process, and such Person making such reproduction may destroy
any document so reproduced. Any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding
(whether or not the original is in existence and whether or not such
reproduction was made in the regular course of business). Any facsimile which
bears proof of transmission shall be binding on the party which or on whose
behalf such transmission was initiated and likewise shall be so admissible in
evidence as if the original of such facsimile had been delivered to the party
which or on whose behalf such transmission was received.

      20.13. OHIO LAW.  This Agreement and all rights and obligations hereunder,
including matters of construction, validity, and performance, shall be governed
by the law of State of Ohio.

      20.14. CONSENT TO JURISDICTION.

            (a) Each Borrower agrees that any legal action, proceeding, case, or
controversy against any Borrower with respect to any Loan Document may be
brought in the courts of Franklin County, Ohio or in the United States District
Court, District of Ohio, sitting in Columbus, Ohio, as the Administrative Agent
may elect in the Administrative Agent's sole reasonable, good faith discretion.
By execution and delivery of this Agreement, each Borrower, for itself and in
respect of its property, accepts, submits, and consents generally and
unconditionally, to the jurisdiction of the aforesaid courts.

            (b) Each Borrower WAIVES any objection based on forum non conveniens
and any objection to venue of any action or proceeding instituted under any of
the Loan Documents and consents to the granting of such legal or equitable
remedy as is deemed appropriate by the Court.

            (c) Nothing herein shall affect the right of the Agent to bring
legal actions or proceedings in any other competent jurisdiction.

            (d) Each Borrower agrees that any action commenced by any Borrower
asserting any claim arising under or in connection with this Agreement or any
other Loan Document shall be brought solely in the courts of Franklin County,
Ohio or in the United States District Court, District of Ohio, sitting in
Columbus, Ohio, and that such Courts shall have exclusive jurisdiction with
respect to any such action.


                                      129
<PAGE>
      20.15. INDEMNIFICATION. Each Borrower shall indemnify, defend, and hold
the Agent, the Issuer, and each Revolving Credit Lender and any Participant and
any of their respective employees, officers, agents, Subsidiaries, and
Affiliates (each, an "INDEMNIFIED PERSON") harmless of and from any claim
brought or threatened against any Indemnified Person by any Borrower, any
guarantor or endorser of the Liabilities, or any other Person (as well as from
reasonable attorneys' fees, expenses, and disbursements in connection therewith)
on account of the relationship of the Borrowers or of any guarantor or endorser
of the Liabilities, including all costs, expenses, liabilities, and damages as
may be suffered by any Indemnified Person in connection with (x) the Collateral;
(y) the occurrence of any Event of Default; or (z) the exercise of any rights or
remedies under any of the Loan Documents (each of claims which may be defended,
compromised, settled, or pursued by the Indemnified Person with counsel of the
Lender's selection, but at the expense of the Borrowers) other than any claim as
to which a final determination is made in a judicial proceeding (in which the
Agent and any other Indemnified Person has had an opportunity to be heard),
which determination includes a specific finding that the Indemnified Person
seeking indemnification had acted in a grossly negligent manner or in actual bad
faith or in willful misconduct. This indemnification shall survive payment of
the Liabilities and/or any termination, release, or discharge executed by the
Agent in favor of the Borrowers, other than a termination, release, or discharge
duly executed on behalf of the Agent which makes specific reference to this
Section 20.15.

      20.16. RULES OF CONSTRUCTION.  The following rules of construction shall
be applied in the interpretation, construction, and enforcement of this
Agreement and of the other Loan Documents:

            (a) Unless otherwise specifically provided for herein (and then only
to the extent so provided), interest and any fee or charge which is stated as a
per annum percentage shall be calculated based on a 360 day year and actual days
elapsed for LIBOR Loans and based on a 365/366 day year and actual days elapsed
for Base Margin Loans.

            (b)   Words in the singular include the plural and words in the
plural include the singular.

            (c) Unless otherwise specifically provided for herein or in a
specific Loan Document (and then only to the extent so provided), as between the
parties hereto or to any Loan Document, the definitions of the following terms,
as included in the UCC, are deemed to be as follows for purposes of the
performance of obligations arising under or in respect of any Loan Document:

                  (i)   "Authenticate" means "signed".

                  (ii)  "Record" means written information in a tangible form.

            (d) Titles, headings (indicated by being underlined or shown in
SMALL CAPITALS) and any Table of Contents are solely for convenience of
reference; do not constitute a part of the instrument in which included; and do
not affect such instrument's meaning, construction, or effect.

            (e)   The words "includes" and "including" are not limiting.


                                      130
<PAGE>
            (f) Text which follows the words "including, without limitation" (or
similar words) is illustrative and not limitational.

            (g) Text which is shown in italics (except for parenthesized
italicized text), shown in BOLD, shown IN ALL CAPITAL LETTERS, or in any
combination of the foregoing, shall be deemed to be conspicuous.

            (h)   The words "may not" are prohibitive and not permissive.

            (i) Any reference to a Person's "knowledge" (or words of similar
import) are to such Person's knowledge assuming that such Person has undertaken
reasonable and diligent investigation with respect to the subject of such
"knowledge" (whether or not such investigation has actually been undertaken).

            (j) Terms which are defined in one section of any Loan Document are
used with such definition throughout the instrument in which so defined.

            (k)   The term "Dollars" and the symbol "$" each refers to United
States Dollars.

            (l) Unless limited by reference to a particular Section or
provision, any reference to "herein", "hereof", or "within" is to the entire
Loan Document in which such reference is made.

            (m) References to "this Agreement" or to any other Loan Document is
to the subject instrument as amended to the date on which application of such
reference is being made.

            (n)   Except as otherwise specifically provided, all references
to time are to Cleveland, Ohio time.

            (o) In the determination of any notice, grace, or other period of
time prescribed or allowed hereunder:

                  (i) Unless otherwise provided (A) the day of the act, event,
      or default from which the designated period of time begins to run shall
      not be included and the last day of the period so computed shall be
      included unless such last day is not a Business Day, in which event the
      last day of the relevant period shall be the then next Business Day and
      (B) the period so computed shall end at 5:00 PM on the relevant Business
      Day.

                  (ii)  The word "from" means "from and including".

                  (iii) The words "to" and "until" each mean "to, but
      excluding".

                  (iv)  The word "through" means "to and including".

            (p) The Loan Documents shall be construed and interpreted in a
harmonious manner and in keeping with the intentions set forth in Section 20.17
hereof, provided, however, in the event of any inconsistency between the
provisions of this Agreement and any other Loan Document, the provisions of this
Agreement shall govern and control.


                                      131
<PAGE>
      20.17. AGENT'S CONSENT. Unless otherwise explicitly provided herein, the
Agent's or any Revolving Credit Lender's consent to any action of any Borrower
which is prohibited unless such consent is given may be given or refused by the
Agent or such Revolving Credit Lender in its sole reasonable, good faith
discretion and without reference to Section 2.16 hereof.

      20.18. PARTICIPATIONS. Each Revolving Credit Lender may sell
participations to one or more financial institutions (each, a "PARTICIPANT") in
that Revolving Credit Lender's interests herein provided that no such
participation shall include any provision which accords that Participant with
any rights, vis a vis the Agent, with respect to any requirement herein for
approval by a requisite number or proportion of the Revolving Credit Lenders. No
such sale of a participation shall relieve a Revolving Credit Lender from that
Revolving Credit Lender's obligations hereunder nor obligate the Agent to any
Person other than a Revolving Credit Lender.

      20.19. RIGHT OF SET-OFF. Any and all deposits or other sums at any time
credited by or due to any Borrower from the Agent or any Revolving Credit Lender
or any Participant or from any Affiliate of any of the foregoing, and any cash,
securities, instruments or other property of any Borrower in the possession of
any of the foregoing (other than in Exempt DDA accounts), whether for
safekeeping or otherwise (regardless of the reason such Person had received the
same) shall at all times constitute security for all Liabilities and for any and
all obligations of each Borrower to the Agent and such Revolving Credit Lender
or any Participant or such Affiliate, and (a) after the occurrence and during
the continuance of an Event of Default, or (b) after the service of process upon
the Agent or any Revolving Credit Lender or any Participant seeking to attach,
by trustee, mesne, or other process, any funds of any Loan Party on deposit
with, or assets of any Loan Party in the possession of, the Agent or that
Revolving Credit or such Participant, in excess of Five Hundred Thousand Dollars
($500,000.00), may be applied or set off against the Liabilities and against
such obligations at any time, whether or not such are then due and whether or
not other collateral is then available to the Agent or that Revolving Credit
Lender.

      20.20. PLEDGES TO FEDERAL RESERVE BANKS. Nothing included in this
Agreement shall prevent or limit any Revolving Credit Lender, to the extent that
such Revolving Credit Lender is subject to any of the twelve Federal Reserve
Banks organized under Section 4 of the Federal Reserve Act (12 U.S.C. Section
341) from pledging all or any portion of that Lender's interest and rights under
this Agreement, provided, however, neither such pledge nor the enforcement
thereof shall release the pledging Revolving Credit Lender from any of its
obligations hereunder or under any of the Loan Documents.

      20.21. MAXIMUM INTEREST RATE. Regardless of any provision of any Loan
Document, neither the Agent nor any Revolving Credit Lender shall be entitled to
contract for, charge, receive, collect, or apply as interest on any Liability,
any amount in excess of the maximum rate imposed by Applicable Law. Any payment
which is made which, if treated as interest on a Liability would result in such
interest's exceeding such maximum rate shall be held, to the extent of such
excess, as additional collateral for the Liabilities as if such excess were
"Collateral."

      20.22. WAIVERS.


                                      132
<PAGE>
            (a) Each Borrower (and all guarantors, endorsers, and sureties of
the Liabilities) make each of the waivers included in Section 20.22(b), below,
knowingly, voluntarily, and intentionally, and understands that the Agent and
each Revolving Credit Lender, in establishing the facilities contemplated hereby
and in providing loans and other financial accommodations to or for the account
of the Borrowers as provided herein, whether not or in the future, is relying on
such waivers.

            (b)   EACH BORROWER, AND EACH SUCH GUARANTOR, ENDORSER, AND
SURETY RESPECTIVELY WAIVES THE FOLLOWING:

                  (i) Except as otherwise specifically required hereby, notice
      of non-payment, demand, presentment, protest and all forms of demand and
      notice, both with respect to the Liabilities and the Collateral.

                  (ii) Except as otherwise specifically required hereby, the
      right to notice and/or hearing prior to the Agent's exercising of the
      Agent's rights upon default.

                  (iii) THE RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR
      CONTROVERSY IN WHICH THE AGENT OR ANY REVOLVING CREDIT LENDER IS OR
      BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR
      AGAINST THE AGENT OR ANY REVOLVING CREDIT LENDER OR IN WHICH THE AGENT OR
      ANY REVOLVING CREDIT LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR
      CONTROVERSY ARISES OUT OF OR IS IN RESPECT OF, ANY RELATIONSHIP AMONG OR
      BETWEEN ANY BORROWER OR ANY OTHER PERSON AND THE AGENT AND EACH REVOLVING
      CREDIT LENDER LIKEWISE WAIVES THE RIGHT TO A JURY IN ANY TRIAL OF ANY SUCH
      CASE OR CONTROVERSY).

                  (iv) Any defense, counterclaim, set-off, recoupment, or other
      basis on which the amount of any Liability, as stated on the books and
      records of the Agent, could be reduced or claimed to be paid otherwise
      than in accordance with the tenor of and written terms of such Liability.

                  (v)   Any claim to consequential, special, or punitive
      damages.

      20.23. ADDITIONAL WAIVERS.

            (a) The Liabilities are the joint and several obligations of each
Loan Party. To the fullest extent permitted by applicable law, the obligations
of each Loan Party hereunder shall not be affected by (i) the failure of the
Agent or any Revolving Credit Lender to assert any claim or demand or to enforce
or exercise any right or remedy against any other Loan Party under the
provisions of this Agreement, any other Loan Document or otherwise, (ii) any
rescission, waiver, amendment or modification of, or any release from any of the
terms or provisions of, this Agreement, any other Loan Document, or any other
agreement, including with respect to any other Borrower of the Liabilities, or
(iii) the failure to perfect any security interest in, or the release of, any of
the security held by or on behalf of the Collateral Agent or any Revolving
Credit Lender.


                                      133
<PAGE>
            (b) The obligations of each Loan Party hereunder shall not be
subject to any reduction, limitation, impairment or termination for any reason
(other than the indefeasible payment in full in cash of the Liabilities),
including any claim of waiver, release, surrender, alteration or compromise of
any of the Liabilities, and shall not be subject to any defense or set-off,
counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality or unenforceability of the Liabilities or otherwise. Without limiting
the generality of the foregoing, the obligations of each Loan Party hereunder
shall not be discharged or impaired or otherwise affected by the failure of the
Agent or any Revolving Credit Lender to assert any claim or demand or to enforce
any remedy under this Agreement, any other Loan Document or any other agreement,
by any waiver or modification of any provision of any thereof, by any default,
failure or delay, willful or otherwise, in the performance of the Liabilities,
or by any other act or omission that may or might in any manner or to any extent
vary the risk of any Loan Party or that would otherwise operate as a discharge
of any Loan Party as a matter of law or equity (other than the indefeasible
payment in full in cash of all the Liabilities).

            (c) To the fullest extent permitted by applicable law, each Loan
Party waives any defense based on or arising out of any defense of any other
Loan Party or the unenforceability of the Liabilities or any part thereof from
any cause, or the cessation from any cause of the liability of any other Loan
Party, other than the indefeasible payment in full in cash of all the
Liabilities. The Agent and the Revolving Credit Lenders may, at their election,
foreclose on any security held by one or more of them by one or more judicial or
nonjudicial sales, accept an assignment of any such security in lieu of
foreclosure, compromise or adjust any part of the Liabilities, make any other
accommodation with any other Loan Party, or exercise any other right or remedy
available to them against any other Loan Party, without affecting or impairing
in any way the liability of any Loan Party hereunder except to the extent that
all the Liabilities have been indefeasibly paid in full in cash. Pursuant to
applicable law, each Loan Party waives any defense arising out of any such
election even though such election operates, pursuant to applicable law, to
impair or to extinguish any right of reimbursement or subrogation or other right
or remedy of such Loan Party against any other Loan Party, as the case may be,
or any security.

            (d) Upon payment by any Loan Party of any Liabilities, all rights of
such Loan Party against any other Loan Party arising as a result thereof by way
of right of subrogation, contribution, reimbursement, indemnity or otherwise
shall in all respects be subordinate and junior in right of payment to the prior
indefeasible payment in full in cash of all the Liabilities, as more
particularly set forth in an Indemnity, Subrogation and Contribution Agreement
to be entered into among the Loan Parties. In addition, any indebtedness of any
Loan Party now or hereafter held by any other Loan Party is hereby subordinated
in right of payment to the prior payment in full of the Liabilities. None of the
Loan Parties will demand, sue for, or otherwise attempt to collect any such
indebtedness. If any amount shall erroneously be paid to any Loan Party on
account of (a) such subrogation, contribution, reimbursement, indemnity or
similar right or (b) any such indebtedness of any Loan Party, such amount shall
be held in trust for the benefit of the Agent and the Revolving Credit Lenders
and shall forthwith be paid to the Administrative Agent to be credited against
the payment of the Liabilities, whether matured or unmatured, in accordance with
the terms of the Loan Documents.

      20.24. PATRIOT ACT NOTICES


                                      134
<PAGE>
      Each Lender hereby notifies the Borrowers that pursuant to the
requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies the Borrowers, which information includes the name
and address of each Borrower and other information that will allow such Lender
to identify such Borrower in accordance with the Patriot Act.

      20.25. EXISTING LOAN AGREEMENT AMENDED AND RESTATED. This Agreement shall
amend and restate the Existing Loan Agreement in its entirety. On the Effective
Date, the rights and obligations of the parties under the Existing Loan
Agreement shall be subsumed within and be governed by this Agreement; provided,
however, that, except as specifically provided herein, each of the "Revolving
Credit Loans" (as such term is defined in the Existing Loan Agreement)
outstanding under the Existing Loan Agreement on the Effective Date shall, for
purposes of this Agreement, be included as Revolving Credit Loans hereunder and
each of the "L/Cs" and "Bankers Acceptances" (as such terms are defined in the
Existing Loan Agreement) outstanding under the Existing Loan Agreement on the
Effective Date shall, for purposes of this Agreement, be included as L/Cs and
Bankers Acceptances hereunder.

                   [REMAINDER OF PAGE INTENTIONALLY BLANK]


                                      135
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as a sealed instrument as
of the day and year first above written.


                                    VALUE CITY DEPARTMENT STORES LLC
                                    ("LEAD BORROWER")


                                    By:________________________________
                                    Name: James A. McGrady
                                    Title: Vice President


                                    "OTHER BORROWERS":

                                    GRAMEX RETAIL STORES, INC.


                                    By:________________________________
                                    Name: James A. McGrady
                                    Title: Chief Financial Officer


                                    FILENE'S BASEMENT, INC.


                                    By:________________________________
                                    Name: James A. McGrady
                                    Title: Chief Financial Officer


                                    VALUE CITY OF MICHIGAN, INC.


                                    By:________________________________
                                    Name: James A. McGrady
                                    Title: Chief Financial Officer


                                    GB RETAILERS, INC.


                                    By:________________________________
                                    Name: James A. McGrady
                                    Title: Chief Financial Officer


                                    RETAIL VENTURES JEWELRY, INC.


                                    By:________________________________
                                    Name: James A. McGrady
                                    Title: Chief Financial Officer


                                     VCDS-1
<PAGE>
                                    NATIONAL CITY BUSINESS CREDIT, INC.
                                    (ADMINISTRATIVE AGENT, COLLATERAL AGENT
                                    AND REVOLVING CREDIT LENDER)


                                    By:_________________________________
                                    Name: Joseph L. Kwasny
                                    Title: Director


                                     VCDS-2
<PAGE>
                                    NATIONAL CITY BANK
                                    (ISSUER AND LEAD ARRANGER)


                                    By:_________________________________
                                    Name: ______________________________
                                    Title: _______________________________


                                     VCDS-3
<PAGE>
                                    FLEET RETAIL GROUP, LLC (f/k/a Fleet
                                    Retail Group, Inc.) (CO-SYNDICATION AGENT
                                    AND REVOLVING CREDIT LENDER)



                                    By:_________________________________
                                    Name: ______________________________
                                    Title: _______________________________



                                     VCDS-4
<PAGE>
                                    WELLS FARGO RETAIL FINANCE II, LLC
                                    (CO-DOCUMENTATION AGENT AND REVOLVING
                                    CREDIT LENDER)



                                    By:_________________________________
                                    Name:________________________________
                                    Title:________________________________



                                     VCDS-5
<PAGE>
                                    THE CIT GROUP/BUSINESS CREDIT, INC.
                                    (CO-SYNDICATION AGENT AND REVOLVING
                                    CREDIT LENDER)



                                    By:_________________________________
                                    Name:_______________________________
                                    Title:________________________________



                                     VCDS-6
<PAGE>
                                    GENERAL ELECTRIC CAPITAL CORPORATION
                                    (CO-DOCUMENTATION AGENT AND REVOLVING
                                    CREDIT LENDER)


                                    By:_________________________________
                                    Name:_______________________________
                                    Title:________________________________



                                     VCDS-7
<PAGE>
                                    LASALLE BANK NATIONAL ASSOCIATION
                                    (REVOLVING CREDIT LENDER)

                                    By:_________________________________
                                    Name:_______________________________
                                    Title:________________________________



                                     VCDS-8
<PAGE>
                                    WACHOVIA CAPITAL FINANCE CORPORATION
                                    (CENTRAL) (REVOLVING CREDIT LENDER)


                                    By:_________________________________
                                    Name:_______________________________
                                    Title:________________________________



                                     VCDS-9
<PAGE>
                                    HSBC BUSINESS CREDIT (USA) INC.
                                    (REVOLVING CREDIT LENDER)

                                    By:_________________________________
                                    Name:_______________________________
                                    Title:________________________________



                                    VCDS-10


