0000950123-10-034894 Sample Contracts

First amendment to loan and security agreement
Loan and Security Agreement • April 14th, 2010 • Retail Ventures Inc • Retail-variety stores • Ohio

PNC BANK (as successor to National City Bank (as successor to National City Business Credit, Inc.)), a national banking institution with offices at 1965 E. Sixth Street, Cleveland, Ohio 44114, as administrative agent (in such capacity herein, the “Administrative Agent”) for the ratable benefit of the Revolving Credit Lenders (as defined in the Loan Agreement referred to below);

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FIRST LEASE AMENDMENT
First Lease • April 14th, 2010 • Retail Ventures Inc • Retail-variety stores

THIS FIRST LEASE AMENDMENT (“Amendment”) is executed this day of , 2010, by and between JUBILEE LIMITED PARTNERSHIP, an Ohio limited partnership (“Landlord”), and DSW SHOE WAREHOUSE, INC., a Missouri corporation (“Tenant”).

RETAIL VENTURES, INC. RESTRICTED STOCK AWARD AGREEMENT Summary of Terms Awardee Name: JULIA A. DAVIS Grant Date: February 22, 2010 Award Type: Restricted Stock Number of Shares: 20,000
Restricted Stock Award Agreement • April 14th, 2010 • Retail Ventures Inc • Retail-variety stores • Ohio

This Agreement is entered into in Franklin County, Ohio. On February 22, 2010 (the “Grant Date”), Retail Ventures, Inc., an Ohio corporation (the “Company”), has awarded to Julia A. Davis (“Awardee”) 20,000 Shares of Restricted Stock (the “Restricted Stock” or “Award”), representing an unfunded unsecured promise of the Company to deliver common shares, without par value, of the Company (the “Shares”) to Awardee as set forth herein. The Restricted Stock has been granted pursuant to the Retail Ventures, Inc. Second Amended and Restated 2000 Stock Incentive Plan (the “Plan”), and shall be subject to all provisions of the Plan, which are incorporated herein by reference, and shall be subject to the provisions of this Restricted Stock Award Agreement (this “Agreement”). Capitalized terms used in this Agreement which are not specifically defined shall have the meanings ascribed to such terms in the Plan.

FIRST LEASE AMENDMENT
Retail Ventures Inc • April 14th, 2010 • Retail-variety stores

THIS FIRST LEASE AMENDMENT (“Amendment”) is executed this 1st day of February, 2010, by and between KSK SCOTTSDALE MALL, L.P., a Delaware limited partnership (“Landlord”), and DSW SHOE WAREHOUSE, INC., a Missouri corporation (“Tenant”).

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