DSW 2011 Annual Report Download - page 107

Parties or Guarantors are a party; and, the New Guarantor hereby agrees that from the date hereof and so long as any Loan or any
Commitment of any Lender shall remain outstanding and until the indefeasible payment in full in cash of the Secured Obligations,
expiration or termination of all Letters of Credit (or with respect to any undrawn Letters of Credit, the full Cash Collateralization
thereof or the supporting thereof by another letter of credit from an issuing bank and on terms satisfactory to the Issuing Lender and
the Administrative Agent), and the payment and performance of all other Obligations of the Loan Parties under the Loan Documents,
the New Guarantor shall perform, comply with, and be subject to and bound by each of the terms and provisions of the Credit
Agreement, Guaranty, Security Agreement and each of the other Loan Documents jointly and severally with the existing parties
thereto. Without limiting the generality of the foregoing, the New Guarantor hereby represents and warrants that (i) each of the
representations and warranties set forth in Section 5 of the Credit Agreement applicable to a Loan Party is true and correct as to the
New Guarantor on and as of the date hereof (other than representations and warranties that relate solely to an earlier date) and (ii) the
New Guarantor has heretofore received a true and correct copy of the Credit Agreement, Guaranty, Security Agreement and each of
the other Loan Documents (including any modifications thereof or supplements or waivers thereto) in effect on the date hereof.
“(ii) any dividends or other distributions, and share repurchases, share redemptions or retirements, provided
that prior to
and after giving effect to the making of such dividend or other distribution, no Trigger Event Election or Event of Default
shall have occurred and the Borrowers shall have on hand the Minimum Cash Requirement;”
(b) Ratification
. The New Guarantor hereby makes, affirms, and ratifies in favor of the Administrative Agent and the other Secured
Parties the Credit Agreement, Guaranty, Security Agreement and each of the other Loan Documents given by the Guarantors to the
Administrative Agent or any of the other Secured Parties, and to the extent that any changes in any representations, warranties, and
covenants require any amendments to the schedules of any of such Loan Documents as a result of DSW's formation of the New
Guarantor or the joinder of the New Guarantor to the Loan Documents, such schedules are hereby updated, as evidenced by any
supplemental schedules (if any) annexed to this Amendment in Exhibit A .
(c) Grant of Security Interest
. Without limiting the foregoing, as security for the due and punctual payment and performance of the
Secured Obligations in full, the New Guarantor hereby agrees that the Secured Parties shall have, and the New Guarantor hereby
grants to and creates in favor of the Administrative Agent for the benefit of itself and the other Secured Parties (as defined in the
Security Agreement), a continuing first priority Lien on, and security interest under the UCC in and to, the Collateral (as defined in
the Security Agreement) subject only to Permitted Liens having priority by operation of Law.
(d) Further Assurances
. The New Guarantor further agrees that with respect to each item of Collateral as to which (i) the creation of a
valid and enforceable security interest is not governed exclusively by the UCC or (ii) the perfection of a valid and enforceable first
priority security interest therein under the UCC cannot be accomplished either by (a) the Administrative Agent taking possession
thereof, (b) the Administrative Agent's having “control” (
as defined in the UCC) thereof, or (c) by the filing in appropriate locations
of appropriate UCC financing statements executed by the New Guarantor, the New Guarantor will at its expense execute and deliver
to the Administrative Agent and hereby does authorize the Administrative Agent to execute and file such documents, agreements,
notices, assignments and instruments and take such further actions as may be reasonably requested by the Administrative Agent from
time to time for the purpose of creating, protecting and preserving a valid and perfected first priority Lien on such item, subject only
to Permitted Liens having priority by operation of Law, enforceable against the New Guarantor to secure the Secured Obligations. In
furtherance of the foregoing, the New Guarantor shall execute and deliver or cause to be executed and delivered at any time and from
time to time such further instruments and documents and do or cause to be done such further acts as may be reasonably necessary in
the reasonable opinion of the Administrative Agent to carry out more effectively the provisions and purposes of this Joinder and the
other Loan Documents.
3. Amendments to Credit Agreement
.
(a)
The provisions of Section 7.2.5 of the Credit Agreement [Dividends and Related Distributions] are hereby amended by deleting
clause (ii) in its entirety and substituting the following clause (ii) in its stead:
(b) The provisions of Section 7.2.14 [Capital Expenditures] are hereby amended by deleting the number “$100,000,000”
in its entirety
therefrom and substituting in its stead the number “$125,000,000”.