DSW 2011 Annual Report Download - page 106

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EXHIBIT 10.6.2
JOINDER AND SECOND AMENDMENT TO CREDIT AGREEMENT
This Joinder and Second Amendment to Credit Agreement (this “ Amendment ”) is made as of March 16, 2012, by and among:
DSW INC., an Ohio corporation (“ DSW ”), and DSW SHOE WAREHOUSE, INC., a Missouri corporation (“ DSW Shoe ”
and, together
with DSW, individually, a “ Borrower ”, and collectively, the “ Borrowers ”);
the Persons named on Schedule I hereto (individually, an “ Existing Guarantor ”, and collectively, the “ Existing Guarantors ”);
DSW LEASED BUSINESS DIVISION LLC, an Ohio limited liability company (“ DSW-LBD ”) (the “ New Guarantor ”,
and together with
the Existing Guarantors, individually, a “ Guarantor ”, and collectively, the “ Guarantors ”;
the Guarantors, together with the Borrowers, are
hereinafter referred to individually as a “ Loan Party ”, and collectively as the “ Loan Parties ”);
the LENDERS party hereto; and
PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under the Credit Agreement referred to
below (in such capacity, the “ Administrative Agent ”);
in consideration of the mutual covenants herein contained and benefits to be derived herefrom.
W I T N E S S E T H:
WHEREAS, reference is made to that certain Credit Agreement, dated as of June 30, 2010 (as amended, restated, supplemented or otherwise
modified and in effect from time to time, the “ Credit Agreement ”),
by and among the Borrowers, the Existing Guarantors, the Lenders and the
Administrative Agent;
WHEREAS, the Borrowers have advised the Agent and the Lenders that DSW has (i) formed DSW-LBD as a wholly-
owned Subsidiary of
DSW and (ii) contributed, transferred and assigned to DSW Shoe its entire membership interest in DSW-LBD;
WHEREAS, pursuant to the Credit Agreement, the Borrowers are required to cause DSW-
LBD to join the Loan Documents as a Guarantor
thereunder;
WHEREAS, the New Guarantor shall receive direct and indirect benefits from the Lenders' providing loans and other financial
accommodations to the Borrowers under the Loan Documents;
WHEREAS, the New Guarantor desires to join the Credit Agreement and the other Loan Documents;
WHEREAS, the Loan Parties, the Required Lenders and the Administrative Agent desire to amend certain provisions of the Credit
Agreement, subject to the terms and conditions set forth herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms
. Capitalized terms used in this Amendment shall have the respective meanings assigned to such terms in Credit Agreement
unless otherwise defined herein.
2. Joinder to Loan Documents
.
(a) Joinder
. The New Guarantor hereby becomes a Guarantor under the terms of the Credit Agreement and in consideration of the value
of the synergistic and other benefits received by the New Guarantor as a result of being or becoming affiliated with the Borrowers
and the Guarantors, the New Guarantor hereby agrees that effective as of the date hereof it hereby is, and shall be deemed to be, and
assumes the Obligations of, a "Loan Party" and a "Guarantor", jointly and severally under the Credit Agreement, a "Guarantor,"
jointly and severally with the existing Guarantors under the Guaranty, a "Debtor" jointly and severally under the Security Agreement
and a Loan Party or Guarantor, as the case may be, under each of the other Loan Documents to which the Loan