X0202 4 2005-07-05 0 0000874444 RETAIL VENTURES INC RVI 0000087500 SCHOTTENSTEIN STORES CORP 1800 MOLER ROAD COLUMBUS OH 43207 0 0 1 0 A Senior Loan 4.50 2005-07-05 4 J 0 8333333 0 D 2009-06-10 Common Stock, without par value 8333333 0 D Conversion Warrant 4.50 2005-07-05 4 A 0 8333333 0 A Common Stock, without par value 8333333 8333333 D Term Loan Warrant 4.50 2005-07-05 4 J 0 1388752 0 A 2012-06-11 Common Stock, without par value 1388752 1388752 D Schottenstein Stores Corporation, a Delaware corporation ("SSC"), held $37.5 million of a $75 million Amended and Restated Senior Convertible Loan Agreement (the "Senior Loan"), originally entered into in June 2002 among Cerberus Partners, L.P., as agent and lender, SSC, as lender, and Issuer and its affiliates, as borrowers. On July 5, 2005, the Senior Loan was amended and restated whereby (i) $25 million of this facility was repaid by Issuer and its affiliates and (ii) the remaining $50 million convertible loan was converted into a non-convertible loan (of which SSC holds $25 million). Prior to its amendment and restatement, the Senior Loan was convertible at any time until its maturity date to the extent that any portion of the Senior Loan remained outstanding. Pursuant to the amendment and restatement of the Senior Loan, SSC was granted a warrant (the "Conversion Warrant") providing SSC the right, from time to time, in whole or in part and subject to certain conditions to (i) acquire 8,333,333 common shares of the Issuer, no par value (the "RVI Common Shares") at $4.50 per share, subject to certain adjustments, (ii) acquire from Issuer, DSW Class A shares at an exercise price of $19.00 per share, or (iii) acquire a combination thereof. Each of the Conversion Warrant and Term Loan Warrant is immediately exercisable for RVI Common Shares. The Conversion Warrant will expire on the later of June 11, 2007 or the date of repayment in full of the obligations under the Senior Loan. On July 5, 2005, a term loan warrant held by SSC (the "Term Loan Warrant"), pursuant to which SSC had the right to acquire 1,388,752 RVI Common Shares at $4.50 per share, was amended by Issuer to provide SSC the right, from time to time, in whole or in part and subject to certain conditions, to (i) acquire 1,388,752 RVI Common Shares at $4.50 per share, subject to certain adjustments, (ii) acquire from Issuer, DSW Class A Shares at an exercise price of $19.00 per share, or (iii) acquire a combination thereof. By: Robert J. Tannous, Attorney-in-Fact 2005-07-07