0000950152-09-004202 Sample Contracts

CONSENT AND RATIFICATION AGREEMENT
Consent and Ratification Agreement • April 27th, 2009 • Retail Ventures Inc • Retail-variety stores • Ohio

WHEREAS, reference is made to that certain Second Amended and Restated Loan and Security Agreement dated as of January 23, 2008 (as amended, modified, supplemented or restated and in effect from time to time, the “Loan Agreement”) by, among others, (i) the Borrower, (ii) the Revolving Credit Lenders named therein, (iii) the Agent, and (iv) National City Bank, as Issuer, pursuant to which the Agent and the Revolving Credit Lenders have agreed to provide loans and other financial accommodations to or for the benefit of the Borrower;

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PURCHASE AGREEMENT by and between RETAIL VENTURES, INC., and FB II ACQUISITION CORP. Dated as of April 21, 2009
Purchase Agreement • April 27th, 2009 • Retail Ventures Inc • Retail-variety stores • Delaware

THIS PURCHASE AGREEMENT, dated as of April 21, 2009 (this “Agreement”), is entered into by and between Retail Ventures, Inc., an Ohio corporation (the “Seller”) and FB II Acquisition Corp., a Delaware corporation (the “Purchaser”).

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