UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
VALUE CITY DEPARTMENT STORES, INC.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
920387107
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
450 Park Avenue Lowenstein Sandler PC
28th Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 421-2600 (973) 597-2424
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 11, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Cusip No. 920387107
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1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: *
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Shares Beneficially 8) Shared Voting Power: *
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Owned by
Each Reporting 9) Sole Dispositive Power: *
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Person With 10) Shared Dispositive Power: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 3,360,021*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 9.0%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* Cerberus Partners, L.P., a Delaware limited partnership ("Cerberus") is the
holder of Senior Subordinated Convertible Loans in the principal amount of
$37,500,000 (the "Senior Loans"). The Senior Loans are convertible at any time
to the extent any portion of the loan remains outstanding at the option of the
holder thereof into shares of the Common Stock, no par value (the "Shares"), of
Value City Department Stores, Inc., an Ohio corporation (the "Company"). The
conversion price of the Senior Loans is $4.50 per share, subject to certain
conversion price adjustments. The issuance of more than 6,720,042 Shares (half
of which may be acquired by Cerberus) upon the conversion of the Senior Loans is
subject to approval of the Company's shareholders at its 2002 Annual Meeting of
Shareholders scheduled for September 26, 2002 (the "Annual Meeting"). Further,
upon shareholder approval at the Annual Meeting, Cerberus will also be issued a
warrant to purchase 1,477,396 Shares (subject to certain conversion price
adjustments) in connection with an additional loan to the Company. Stephen
Feinberg possesses sole power to vote and direct the disposition of all Shares
held by Cerberus. Thus, as of June 11, 2002, for the purposes of Reg. Section
240.13d-3, Stephen Feinberg is deemed to beneficially own 3,360,021 Shares, or
9.0% of the Shares deemed issued and outstanding as of that date. Upon approval
of the Company's shareholders at the Annual Meeting of (i) the issuance of
additional Shares issuable upon conversion of the Senior Loans, and (ii) the
issuance of additional Shares issuable in connection with the additional
financing, for the purposes of Reg. Section 240.13d-3, Mr. Feinberg would be
deemed to beneficially own 9,810,729 Shares, or 22.5% of the Shares deemed
issued and outstanding as of that date. See Item 5 of this Schedule 13D for
additional information.
Item 1. Security and Issuer.
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The class of equity securities to which this Schedule 13D relates is
the common stock, no par value (the "Shares"), of Value City Department Stores,
Inc., an Ohio corporation (the "Company"). The principal executive offices of
the Company are located at 3241 Westerville Road, Columbus, Ohio 43224.
Item 2. Identity and Background.
-----------------------
The person filing this statement is Stephen Feinberg, whose business
address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr. Feinberg
serves as the managing member of Cerberus Associates, L.L.C., the general
partner of Cerberus Partners, L.P., a Delaware limited partnership ("Cerberus").
Cerberus is engaged in the investment in personal property of all kinds,
including but not limited to capital stock, depository receipts, investment
companies, mutual funds, subscriptions, warrants, bonds, notes, debentures,
options and other securities of whatever kind and nature. Mr. Feinberg also
provides investment management and other services for various other third
parties.
Mr. Feinberg has never been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has he been a party
to any civil proceeding commenced before a judicial or administrative body of
competent jurisdiction as a result of which he was or is now subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Mr. Feinberg is a citizen of the United
States.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Pursuant to an Assignment and Acceptance (the "Assignment and
Acceptance"), dated June 11, 2002, between Cerberus and Schottenstein Stores
Corporation ("SSC"), Cerberus purchased and assumed 50% of SSC's right, title
and interest as lender under an Amended and Restated Senior Convertible Loan
Agreement (the "Loan Agreement"), dated as of June 11, 2002, by and among the
Company, certain subsidiaries of the Company, the lenders from time to time
party thereto, and SSC, in the principal amount of $75,000,000 (the "Senior
Loans"). The Senior Loans are convertible at any time to the extent any portion
of the loan remains outstanding at the option of the holder thereof into Shares,
at a conversion price of $4.50 per share. The conversion price, under certain
conditions, may be reduced to $4.00 per share. In addition, pursuant to a
Financing Agreement (the "Financing Agreement"), dated as of June 11, 2002, by
and among the Company, certain subsidiaries of the Company, the lenders from
time to time party thereto, and Cerberus, Cerberus and SSC made available to the
Company two term loans, each in an aggregate principal amount of $50,000,000. In
connection with the Financing Agreement, the Company will issue a warrant to
purchase 1,477,396 Shares (subject to certain conversion price adjustments) to
Cerberus, upon shareholder approval (as described in Item 5 below). The warrant
will be exercisable at any time at the option of the holder thereof until ten
years from the date of issuance of the warrant. All funds used to purchase or
acquire any securities of the Company came directly from the assets of Cerberus.
Item 4. Purpose of Transaction.
----------------------
The acquisition of the securities referred to herein is for
investment purposes. Mr. Feinberg has no present plans or intentions which
relate to or would result in any of the transactions required to be described in
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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Based upon information provided by the Company, there were 33,769,053
Shares deemed issued and outstanding as of June 11, 2002. As of June 11, 2002,
Cerberus is the holder of Senior Loans in the principal amount of $37,500,000.
The Senior Loans are convertible at any time to the extent any portion of the
loan remains outstanding at the option of the holder thereof into Shares. The
conversion price of the Senior Loans is $4.50 per share. Under certain
conditions, however, the conversion price may be reduced to $4.00 per share. The
issuance of more than 6,720,042 Shares (half of which may be acquired by
Cerberus) upon the conversion of amounts outstanding under the Loan Agreement is
subject to approval of the Company's shareholders at its 2002 Annual Meeting of
Shareholders scheduled for September 26, 2002 (the "Annual Meeting"). Stephen
Feinberg possesses sole power to vote and direct the disposition of all Shares
held by Cerberus. Thus, as of June 11, 2002, for the purposes of Reg.
Section 240.13d-3, Mr. Feinberg is deemed to beneficially own 3,360,021 Shares,
or 9.0% of the Shares deemed issued and outstanding as of that date.
In connection with the Financing Agreement (as more particularly
described in Item 3 and Item 6 of this Schedule 13D), Cerberus will be issued a
warrant to purchase 1,477,396 Shares (subject to certain conversion price
adjustments) upon shareholder approval at the Annual Meeting. The warrant will
be exercisable at any time at the option of the holder thereof until ten years
from the date of issuance of the warrant. Stephen Feinberg possesses sole power
to vote and direct the disposition of all Shares held by Cerberus. Therefore,
upon approval of the Company's shareholders at the Annual Meeting of (i) the
issuance of additional Shares issuable upon conversion of amounts outstanding
under the Loan Agreement, and (ii) the issuance of additional Shares issuable in
connection with the Financing Agreement, for the purposes of Reg. Section
240.13d-3, Mr. Feinberg would be deemed to beneficially own 9,810,729 Shares, or
22.5% of the Shares deemed issued and outstanding as of that date.
During the sixty days prior to June 11, 2002, the only transaction
in Shares, or securities convertible into, exercisable for or exchangeable for
Shares, by Mr. Feinberg or any person or entity controlled by him or any person
or entity for which he possesses voting or investment control over the
securities thereof, was the June 11, 2002 transactions described in this
Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
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In connection with the purchase of the Senior Loans, Cerberus entered
into an Assignment and Acceptance, an Amendment No. 1 to Amended and Restated
Senior Convertible Loan Agreement, and an Amended and Restated Registration
Rights Agreement pursuant to which, among other things, (i) Cerberus purchased
and assumed from SSC a 50% interest in and to all of SSC's rights and
obligations under the Loan Agreement, as more particularly set forth and
described in the Assignment and Acceptance attached as Exhibit 1 hereto, (ii)
Cerberus, the Company, SSC, and certain other parties amended the Loan Agreement
to, among other things, modify the terms of the Loan Agreement, reflect the
purchase and assumption by Cerberus described in clause (i) above and to set
forth certain other agreements by and among the Company, Cerberus and SSC with
respect thereto, including, among other things, (a) the right of Cerberus, upon
the conversion by it, if any, of the Senior Loans into Shares, to designate two
directors to serve on the board of directors of the Company, (b) the obligation
of the Company to take all action necessary to cause such Cerberus designees to
be appointed to the board of directors of the Company, (c) the obligation of SSC
to vote all of the Shares held by it, and take such other action that may be
necessary, so that such persons designated by Cerberus are elected to the board
of directors of the Company, (d) in the event that Cerberus converts all or any
portion of the Senior Loans into Shares, the right of Cerberus to require SSC to
convert up to an equivalent amount of the Senior Loans into Shares, (e) certain
limitations upon the ability of the Company to enter into certain types of
transactions or agreements with SSC without the prior written consent of
Cerberus, unless SSC elects to purchase from Cerberus certain designated
securities of the Company then held by Cerberus, (f) the right of Cerberus to
have certain proposed transactions between the Company and SSC reviewed by a
designated fairness committee and (g) limitations on the ability of the Company
to enter into certain transactions with Cerberus without the prior written
consent of SSC; in each case as more particularly set forth and described in the
Amendment No. 1 to Amended and Restated Senior Convertible Loan Agreement
incorporated by reference as Exhibit 2 hereto, and (iii) the Company, Cerberus
and SSC agreed to the terms pursuant to which the Company shall register the
shares of the Company issuable upon conversion of the Senior Loans and exercise
of the warrant issued pursuant to the Financing Agreement for resale by the
filing of a registration statement with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, as well as perform various
other obligations and agreements related to such registration, as more
particularly set forth and described in the Amended and Restated Registration
Rights Agreement incorporated by reference as Exhibit 3 hereto. The Loan
Agreement is incorporated by reference as Exhibit 4 hereto.
In connection with an additional extension of credit to the Company,
Cerberus and the Company, among other lenders, entered into a Financing
Agreement and agreed to a form of warrant pursuant to which, among other things,
(i) Cerberus and SSC made available to the Company two term loans, each in an
aggregate principal amount of $50,000,000, as more particularly set forth and
described in the Financing Agreement incorporated by reference as Exhibit 5
hereto, and (ii) Cerberus, the Company and SSC agreed to the form of warrant to
purchase Shares that will be issued to each of Cerberus and SSC in connection
with the extension of credit described in clause (i) above, as more particularly
set forth and described in the Form of Warrant incorporated by reference as
Exhibit 6 hereto.
The descriptions of the transactions and agreements set forth in this
Schedule 13D are qualified in their entirety by reference to the complete
agreements governing such matters, each of which are incorporated by reference
or attached to this Schedule 13D as exhibits pursuant to Item 7 hereof.
Except as otherwise described herein, no contracts, arrangements,
understandings or similar relationships exist with respect to the securities of
the Company between Stephen Feinberg and any person or entity.
Item 7. Material to be Filed as Exhibits.
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1. Form of Assignment and Acceptance dated June 11, 2002, by and
between SSC and Cerberus.
2. Amendment No. 1 to Amended and Restated Senior Convertible Loan
Agreement, dated as of June 11, 2002, by and among the Company, certain
subsidiaries of the Company, the lenders from time to time party thereto, and
SSC, incorporated by reference to Exhibit 10.3.1 to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended May 4, 2002 filed by the
Company on June 18, 2002.
3. Amended and Restated Registration Rights Agreement, dated as of
June 11, 2002, by and among the Company, SSC and Cerberus, incorporated by
reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended May 4, 2002 filed by the Company on June 18, 2002.
4. Amended and Restated Senior Convertible Loan Agreement, dated
as of June 11, 2002, by and among the Company, certain subsidiaries of the
Company, the lenders from time to time party thereto, and SSC, incorporated by
reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended May 4, 2002 filed by the Company on June 18, 2002.
5. Financing Agreement, dated as of June 11, 2002, by and among the
Company, certain subsidiaries of the Company, Cerberus and the lenders from time
to time party thereto, incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended May 4,
2002 filed by the Company on June 18, 2002.
6. Form of Warrant, incorporated by reference to Exhibit 10.5 to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended May 4,
2002 filed by the Company on June 18, 2002.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
June 21, 2002
/s/ Stephen Feinberg
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Stephen Feinberg, in his capacity
as the managing member of Cerberus
Associates, L.L.C., the general
partner of Cerberus Partners, L.P.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See, 18 U.S.C. 1001).
ASSIGNMENT AND ACCEPTANCE
Dated June 11, 2002
Reference is made to the Amended and Restated Convertable Loan
Agreement, dated as of June 11, 2002 (as the same may be further amended,
supplemented or otherwise modified from time to time, the "Convertible Loan
Agreement"), by and among Value City Department Stores, Inc., an Ohio
corporation (the "Borrower"), Shonac Corporation, an Ohio corporation
("Shonac"), DSW Shoe Warehouse, Inc., a Missouri corporation ("DSW"), Gramex
Retail Stores, Inc., a Delaware corporation ("Gramex"), VCM, Ltd., an Ohio
limited liability company ("VCM"), Filene's Basement, Inc., a Delaware
corporation ("Filene's"), GB Retailers, Inc., a Delaware corporation ("GB"),
J.S. Delivery Overland, Inc., a Delaware corporation ("JS"), LF Widman, Inc., a
Pennsylvania corporation ("LF"), Value City Department Stores Services, a
Delaware corporation ("VC Services"), Value City Limited Partnership ("VCLP"),
an Ohio limited partnership, Value City of Michigan, Inc., a Michigan
corporation ("VC Michigan"), Westerville Road General Partnership, a Delaware
corporation ("Westerville GP") and Westerville Road LP, a Delaware corporation
("Westerville LP", and together with Shonac, DSW, Gramex, VCM, Filene's, GB, JS,
LF, VC Services, VCLP, VC Michigan and Westerville GP, each a "Guarantor", and
collectively, the "Guarantors"), the lenders from time to time party thereto
(each a "Lender" and collectively, the "Lenders"), and Schottenstein Stores
Corporation ("SSC"), as agent for the Lenders (in such capacity, and together
with its successors and assigns, the "Agent"). Terms defined in the Convertible
Loan Agreement are used herein as therein defined.
SSC (solely in its capacity as a Lender under the Convertible
Loan Agreement) (the "Assignor") and Cerberus Partners, L.P. (the "Assignee")
agree as follows:
1. The Assignor hereby sells and assigns to the Assignee, without
recourse, representation or warranty, and the Assignee hereby purchases and
assumes from the Assignor, a 50% interest (the "Assigned Interest") in and to
all of the Assignor's rights and obligations under the Convertible Loan
Agreement as of the Effective Date (as defined below) (including, without
limitation, (i) the outstanding principal amount of the Loan made by the
Assignor, (ii) any accrued interest, PIK Interest or fees on such Loan and (iii)
the Note evidencing such Loan).
2. The Assignor (i) represents and warrants as of the date hereof
that the outstanding principal amount of its Loan is $75,000,000 (without giving
effect to assignments thereof which have not yet become effective); (ii)
represents and warrants that it is the legal and beneficial owner of the
interest it is assigning hereunder; (iii) makes no representation or warranty
and assumes no responsibility with respect to any statements, warranties or
representations made by or in connection with the Convertible Loan Agreement or
any other Loan Document or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Convertible Loan Agreement or any other
Loan Document, or any other instrument or document furnished pursuant thereto;
(iv) makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Loan Parties or the performance or
observance by any Loan Party of any of its obligations under the Convertible
Loan Agreement, any other Loan Document or any other instrument or document
furnished pursuant thereto; and (v) attaches the Note referred to in paragraph 1
above, and will, as Agent, exchange the Notes for new Notes (appropriately dated
so that no loss of interest accrued prior to the Effective Date shall result
with respect to the portion of the Loan assigned or the portion of the Loan
retained by the Assignor), consisting of a Note in the principal amount of
$37,500,000, payable to the order of the Assignee, and a Note in the principal
amount of $37,500,000, payable to the order of the Assignor.
(a) The Assignee represents and warrants that it has become a
party hereto solely in reliance upon its own independent investigation of the
financial and other circumstances surrounding the Loan Parties, the Collateral,
the Loan and all aspects of the transactions evidenced by or referred to in the
Loan Documents, or has otherwise satisfied itself thereto, and that it is not
relying upon any representation, warranty or statement (except any such
representation, warranty or statement expressly set forth in this Agreement) of
the Assignor in connection with the assignment made under this Agreement. The
Assignee further acknowledges that the Assignee will, independently and without
reliance upon the Agent, the Assignor or any other Lender and based upon the
Assignee's review of such documents and information as the Assignee deems
appropriate at the time, make and continue to make its own credit decisions in
entering into this Agreement and taking or not taking action under the Loan
Documents. The Assignor shall have no duty or responsibility either initially or
on a continuing basis to make any such investigation or any such appraisal on
behalf of the Assignee or to provide the Assignee with any credit or other
information with respect thereto, whether coming into its possession before the
making of the initial extension of credit under the Convertible Loan Agreement
or at any time or times thereafter except to the extent required by the
Convertible Loan Agreement.
(b) The Assignee represents and warrants to the Assignor that it
has experience and expertise in the making of loans such as the Loan or with
respect to the other types of credit which may be extended under the Convertible
Loan Agreement; that it has acquired its Assigned Interest for its own account
and not with any intention of selling all or any portion of such interest (other
than assignments to its affiliates in the ordinary course of business and as
permitted by the terms of the Convertible Loan Agreement); and that it has
received, reviewed and approved copies of all Loan Documents.
(c) The Assignor shall not be responsible to the Assignee for
the execution, effectiveness, accuracy, completeness, legal effect, genuineness,
validity, enforceability, collectibility or sufficiency of any of the Loan
Documents or for any representations, warranties, recitals or statements made
therein or in any written or oral statement or in any financial or other
statements, instruments, reports, certificates or any other documents made or
furnished or made available by the Assignor to the Assignee or by or on behalf
of the Loan Parties to the Assignor or the Assignee in connection with the Loan
Documents and the transactions contemplated thereby or for the financial
condition or business affairs of the Loan Parties or any other Person liable for
the payment of the Loan or payment of amounts owed in connection with other
extensions of credit under the Convertible Loan Agreement or the value of the
Collateral or any other matter, except as set forth in the Convertible Loan
Agreement. The Assignor shall not be required to ascertain or inquire as to the
performance or observance of any of the terms, conditions, provisions, covenants
or agreements contained in any of the Loan Documents or as to the use of the
proceeds of the Loan or as to the existence or possible existence of any Event
of Default or Default.
(d) Each party to this Agreement represents and warrants to the
other party to this Agreement that it has full power and authority to enter into
this Agreement and to perform its obligations under this Agreement in accordance
with the provisions of this Agreement, that this Agreement has been duly
authorized, executed and delivered by such party and that this Agreement
constitutes a legal, valid and binding obligation of such party, enforceable in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, moratorium or other similar laws affecting creditors' rights
generally and by general equitable principles.
(e) Each party to this Agreement represents and warrants that
the making and performance by it of this Agreement do not and will not violate
any law or regulation of the jurisdiction of its incorporation or any other law
or regulation applicable to it.
(f) Each party to this Agreement represents and warrants that
all consents, licenses, approvals, authorizations, exemptions, registrations,
filings, opinions and declarations from or with any agency, department,
administrative authority, statutory corporation or judicial entity necessary for
the validity or enforceability of its obligations under this Agreement have been
obtained, and no governmental authorizations other than any already obtained are
required in connection with its execution, delivery and performance of this
Agreement.
(g) The Assignor represents and warrants that it is the legal
and beneficial owner of the interest being assigned and that such interest is
free and clear of any Lien.
(h) The Assignor makes no representation or warranty and assumes
no responsibility with respect to the operations, condition (financial or
otherwise), business or assets of the Loan Parties or the performance or
observance by the Loan Parties of any of their obligations under the Convertible
Loan Agreement or any other Loan Document.
(i) Each of the Assignee and the Assignor agree to enter to
Amendment No. 1 to the Convertible Loan Agreement, of even date herewith, among
the Loan Parties, the Assignee and the Assignor, in the form attached hereto as
Exhibit A, pursuant to which, among other things, the Assignor shall resign as
Agent, and shall appoint and authorize Assignee as its successor Agent.
(j) The Assignee appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers under the Loan
Documents as are delegated to the Agent by the terms thereof, together with such
powers as are reasonably incidental thereto
(k) The Assignee agrees that it will perform in accordance with
their terms all of the obligations which by the terms of the Convertible Loan
Agreement and the other Loan Documents are required to be performed by it as a
Lender and as Agent.
(l) The Assignee confirms that it has received all documents and
information it has deemed appropriate to make its own credit analysis and
decision to enter into this Agreement.
(m) The Assignee specifies as its address for notices the office
set forth beneath its name on the signature pages hereof.
3. The effective date for this Assignment and Acceptance (the
"Effective Date") shall be the date on which each of the conditions precedent to
the effectiveness of Amendment No. 1 to the Convertible Loan Agreement are
satisfied in accordance with the terms thereof.
4. As of the Effective Date (i) the Assignee shall, in addition to
the rights and obligations under the Convertible Loan Agreement and the other
Loan Documents held by it immediately prior to the Effective Date, have the
rights and obligations under the Convertible Loan Agreement and the other Loan
Documents that have been assigned to it pursuant to this Agreement, and (ii) the
Assignor shall, to the extent provided in this Agreement, relinquish its rights
and be released from its obligations under the Convertible Loan Agreement and
the other Loan Documents that have been assigned by the Assignor to the Assignee
pursuant to this Agreement.
5. From and after the Effective Date, the Agent, shall make all
payments required to be made under the Convertible Loan Agreement and the Notes
in respect of the rights assigned hereby to the Assignee, as Lender. If the
Assignor receives or collects any payment of interest, PIK Interest or fees
attributable to the interests assigned to Assignee by this Agreement which has
accrued after the Effective Date, the Assignor shall distribute to the Assignee
such payment. If the Assignee receives or collects any payment which is not
attributable to the interests assigned to the Assignee by this Agreement or
which has accrued on or prior to the Effective Date, the Assignee shall
distribute to the Assignor such payment.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
6. This Agreement shall be governed by, and construed and interpreted
in accordance with, the laws of the State of New York applicable to contracts
made and to be performed entirely therein without consideration as to choice of
law.
SCHOTTENSTEIN STORES CORPORATION
By:
Name:
Title:
Date:
NOTICE ADDRESS AND PAYMENT
INSTRUCTIONS FOR ASSIGNOR
Telephone No.
Telecopy No.
CERBERUS PARTNERS, L.P.
By:
Name:
Title:
Date:
NOTICE ADDRESS AND PAYMENT
INSTRUCTIONS FOR ASSIGNEE
450 Park Avenue, 28th Floor
New York, New York 10022
Telephone No.
Telecopy No.
ACCEPTED this 11th day of June, 2002
SCHOTTENSTEIN STORES CORPORATION,
as Agent
By:
Name:
Title: