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                                                                    EXHIBIT 10.1



     FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT



     This Fourth Amendment to Loan and Security Agreement (the "FOURTH
AMENDMENT") is made as of this 10th day of March, 2005 by and among

          National City Business Credit, Inc. (f/k/a National City Commercial
     Finance, Inc.), an Ohio corporation with offices at 1965 E. Sixth Street,
     Cleveland, Ohio 44114, as administrative agent (in such capacity, herein
     the "ADMINISTRATIVE AGENT"), for the ratable benefit of the "REVOLVING
     CREDIT LENDERS", who are, at present, those financial institutions
     identified on the signature pages of this Fourth Amendment and who in the
     future are those Persons (if any) who become "Revolving Credit Lenders" in
     accordance with the provisions of the Loan Agreement (as defined below);

          National City Business Credit, Inc. (f/k/a National City Commercial
     Finance, Inc.), and Fleet Retail Group, Inc. (f/k/a Fleet Retail Finance
     Inc.), a Delaware corporation with offices at 40 Broad Street, Boston,
     Massachusetts 02109, as collateral agents (collectively, in such capacity,
     herein the "COLLATERAL AGENTS"), for the ratable benefit of the Revolving
     Credit Lenders;

          and

          National City Bank, as L/C Issuer (the "ISSUER");

          and

          The Revolving Credit Lenders;

          and

          Value City Department Stores LLC (in such capacity, the "LEAD
     BORROWER"), an Ohio limited liability company with its principal executive
     offices at 3241 Westerville Road, Columbus, Ohio 43224-3751, as agent for
     the following (individually, a "BORROWER" and collectively, the
     "BORROWERS"):

          Said Value City Department Stores LLC ("VCDS LLC"); and

          DSW Inc. (f/k/a Shonac Corporation) ("SHONAC"), an Ohio corporation
          with its principal executive offices at 4150 East Fifth Avenue,
          Columbus, Ohio 43219;

          DSW Shoe Warehouse, Inc. ("DSW"), a Missouri corporation with its
          principal executive offices at 4150 East Fifth Avenue, Columbus, Ohio
          43219; and

          Gramex Retail Stores, Inc. ("GRAMEX"), a Delaware corporation with its
          principal executive offices at 3241 Westerville Road, Columbus, Ohio
          43224; and




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          Filene's Basement, Inc. ("FILENE'S"), a Delaware corporation with its
          principal executive offices at 3241 Westerville Road, Columbus, Ohio
          43224-3751; and

          Value City of Michigan, Inc. ("VC MICHIGAN"), a Michigan corporation
          with its principal executive offices at 36901 Warren Road, Westland,
          Michigan 48185;

          GB Retailers, Inc. ("GBR"), a Delaware corporation with its principal
          executive offices at 3241 Westerville Road, Columbus, Ohio 43224; and

          Retail Ventures Jewelry, Inc. ("JEWELRY"), an Ohio corporation with
          its principal executive offices at 3241 Westerville Road, Columbus,
          Ohio 43224;

in consideration of the mutual covenants contained herein and benefits to be
derived herefrom,

                              W I T N E S S E T H:

     A.   Reference is hereby made to that certain Loan and Security Agreement
          dated as of June 11, 2002 (as the same has been, and may hereafter be,
          amended, modified, supplemented or restated, the "LOAN AGREEMENT")
          among (i) Value City Department Stores LLC, successor by merger to
          Value City Department Stores, Inc. (the "LEAD BORROWER"), (ii) the
          other Borrowers (other than the Lead Borrower), (iii) the Revolving
          Credit Lenders, (iv) the Administrative Agent, (v) the Collateral
          Agents, and (vi) the Issuer.

     B.   The Borrowers have requested that the Revolving Credit Lenders modify
          and amend certain provisions of the Loan Agreement to, among other
          things, increase the amount available to be borrowed thereunder.

     D.   The Revolving Credit Lenders have agreed to consent to modify and
          amend certain provisions of the Loan Agreement as provided herein.

     Accordingly, the parties hereto agree as follows:

1.   Definitions. Capitalized terms used herein and not otherwise defined
     herein shall have the meanings assigned to such terms in the Loan
     Agreement.

2.   Amendments to Loan Agreement.


     a.   Amendments to Article 1 of Loan Agreement. The provisions of
          Article 1 of the Loan Agreement are hereby revised as follows:



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          i.   The definition of "Excess Availability Reserve" is hereby
               amended by deleting the number "$35,000,000" and substituting the
               number "$40,000,000" in its stead.

          ii.  The definition of "Revolving Credit Ceiling" is hereby amended by
               deleting the number "$350,000,000.00" and substituting the number
               "$425,000,000" in its stead.

          iii. The definition of "SwingLine Loan Ceiling" is hereby amended by
               deleting the number "$25,000,000" and substituting the number
               "$35,000,000" in its stead.

     b.   Amendments to Exhibits to Loan Agreement. Exhibit 2.23 [Revolving
          Credit Lenders' Commitments] to the Loan Agreement is hereby amended
          and restated in its entirety in the form of Exhibit 2.23 attached
          hereto and incorporated by reference herein.

3.   Representations and Warranties. The Borrowers hereby restate and reaffirm
     all representations, warranties, and covenants set forth in the Loan
     Agreement and the other Loan Documents as of the date hereof.

4.   Conditions Precedent to Effectiveness. This Fourth Amendment shall not be
     effective until each of the following conditions precedent have been
     fulfilled to the satisfaction of the Administrative Agent:

     a.   This Fourth Amendment shall have been duly executed and delivered by
          all of the Revolving Credit Lenders and the other parties hereto, and
          shall be in full force and effect and shall be in form and substance
          satisfactory to the Administrative Agent and the Revolving Credit
          Lenders.

     b.   All action on the part of the Borrowers necessary for the valid
          execution, delivery and performance by the Borrowers of this Fourth
          Amendment and all other documentation, instruments, and agreements to
          be executed in connection herewith shall have been duly and
          effectively taken and evidence thereof satisfactory to the
          Administrative Agent shall have been provided to the Administrative
          Agent.

     c.   The Lead Borrower and each other Loan Party shall each have delivered
          the following to the Administrative Agent, in form and substance
          satisfactory to the Administrative Agent:

          i.   Certificate of each Loan Party's Secretary of the due adoption,
               continued effectiveness, and setting forth the text of each
               corporate resolution adopted in connection with the loan
               arrangement, as modified by the Fourth Amendment, and attesting
               to the true signatures of each Person authorized as a signatory
               to any of the Loan Documents.

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          ii.  Amended and Restated Swingline Note; and

          iii. Amended and Restated Revolving Credit Notes in favor of each of
               the Revolving Credit Lenders.

          iv.  Amendment to Fee Letter.

          v.   Opinion of counsel to the Loan Parties.

     d.   The Administrative Agent shall have received the consent of the
          holders of the Term Loans to this Fourth Amendment, together with a
          Third Amendment to Intercreditor and Subordination Agreement to
          reflect changes therein necessitated hereby, each in form and
          substance reasonably satisfactory to the Administrative Agent.

     e.   The Borrowers shall have paid to the Administrative Agent for the pro
          rata account of the Revolving Credit Lenders an amendment fee in an
          amount equal to $75,000.

     f.   All other fees due under the Loan Agreement and the Fee Letter, as
          amended hereby, and all costs and expenses incurred by the Agent in
          connection with the preparation and negotiation of this Fourth
          Amendment and related documents (including the fees and expenses of
          counsel to the Agent), shall have been paid in full.

     g.   No Default or Event of Default shall be then occurring.

     h.   The Loan Parties shall have executed and delivered to the
          Administrative Agent such other documents, instruments, and agreements
          as may be required by the Administrative Agent.

5.   Miscellaneous.

     a.   This Fourth Amendment may be executed in several counterparts and by
          each party on a separate counterpart, each of which, when so executed
          and delivered, shall be an original, and all of which together shall
          constitute one instrument.

     b.   This Fourth Amendment expresses the entire understanding of the
          parties with respect to the transactions contemplated hereby. No prior
          negotiations or discussions shall limit, modify, or otherwise affect
          the provisions hereof.

     c.   Any determination that any provision of this Fourth Amendment or any
          application hereof is invalid, illegal or unenforceable in any respect
          and in any instance shall not effect the validity, legality, or
          enforceability of such provision in any other instance, or the
          validity, legality or enforceability of any other provisions of this
          Fourth Amendment.


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     d.   The Loan Parties shall pay on demand all costs and expenses of the
          Agent, including, without limitation, reasonable attorneys' fees in
          connection with the preparation, negotiation, execution and delivery
          of this Fourth Amendment.

     e.   This Fourth Amendment and all rights and obligations hereunder,
          including matters of construction, validity, and performance, shall be
          governed by the law of State of New York.



                            [SIGNATURE PAGES FOLLOW]
























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         IN WITNESS WHEREOF, the parties have duly executed this Fourth
Amendment as of the day and year first above written.

BORROWERS:                              VALUE CITY DEPARTMENT STORES LLC


                                        By:________________________________
                                        Name: James A. McGrady
                                        Title: Vice President


                                        DSW INC. (f/k/a Shonac Corporation)


                                        By:________________________________
                                        Name: James A. McGrady
                                        Title: Chief Financial Officer


                                        DSW SHOE WAREHOUSE, INC.


                                        By:________________________________
                                        Name: James A. McGrady
                                        Title: Chief Financial Officer


                                        GRAMEX RETAIL STORES, INC.


                                        By:________________________________
                                        Name: James A. McGrady
                                        Title: Chief Financial Officer


                                        FILENE'S BASEMENT, INC.


                                        By:________________________________
                                        Name: James A. McGrady
                                        Title: Chief Financial Officer




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                                        VALUE CITY OF MICHIGAN, INC.


                                        By:________________________________
                                        Name: James A. McGrady
                                        Title: Chief Financial Officer


                                        GB RETAILERS, INC.


                                        By:________________________________
                                        Name: James A. McGrady
                                        Title: Chief Financial Officer


                                        RETAIL VENTURES JEWELRY,  INC.


                                        By:_________________________________
                                        Name: James A. McGrady
                                        Title: Chief Financial Officer


                                        NATIONAL CITY BUSINESS CREDIT, INC.
                                        (f/k/a National City Commercial
                                        Finance, Inc.) (ADMINISTRATIVE AGENT,
                                        COLLATERAL AGENT AND REVOLVING
                                        CREDIT LENDER)


                                        By:__________________________________
                                        Name: _______________________________
                                        Title: ______________________________


                                        NATIONAL CITY BANK
                                        (ISSUER)


                                        By:__________________________________
                                        Name: _______________________________
                                        Title: ______________________________





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                                        FLEET RETAIL GROUP, INC. (f/k/a Fleet
                                        Retail Finance Inc.) (COLLATERAL AGENT
                                        AND REVOLVING CREDIT LENDER)


                                        By:__________________________________
                                        Name: _______________________________
                                        Title: ______________________________


                                        WELLS FARGO RETAIL FINANCE II, LLC


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________


                                        THE CIT GROUP/BUSINESS CREDIT, INC.


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________


                                        AMSOUTH BANK


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________



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                                        GENERAL ELECTRIC CAPITAL CORPORATION


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________


                                        HSBC BUSINESS CREDIT (USA), INC.


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________


                                        WEBSTER BUSINESS CREDIT CORPORATION


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________


                                        LASALLE BANK NATIONAL ASSOCIATION


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________




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                                        PNC BANK, National Association


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________


                                        SIEMENS FINANCIAL SERVICES, INC.


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________









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