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                                 Exhibit 10.1.3


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                       VALUE CITY DEPARTMENT STORES, INC.,
                                AS THE BORROWER,


                    THE FINANCIAL INSTITUTIONS NAMED HEREIN,
                                   AS LENDERS,

                                       AND


                               NATIONAL CITY BANK
         AS A LENDER, A LETTER OF CREDIT ISSUER, THE SWING LINE LENDER,
               THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, AND
                           AS THE DOCUMENTATION AGENT

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                                 AMENDMENT NO. 3
                                   DATED AS OF
                                  MAY 21, 2001
                                       TO
                              AMENDED AND RESTATED
                                CREDIT AGREEMENT
                                   DATED AS OF
                                 MARCH 15, 2000

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                       AMENDMENT NO. 3 TO CREDIT AGREEMENT

         THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of May 21, 2001
("THIS AMENDMENT"), is among VALUE CITY DEPARTMENT STORES, INC., an Ohio
corporation (herein, together with its successors and assigns, the "Borrower"),
the financial institutions listed on the signature pages hereof (collectively,
the "LENDERS"), and NATIONAL CITY BANK, a national banking association, as a
Lender, the Swing Line Lender, a Letter of Credit Issuer, the Collateral Agent,
the Documentation Agent and as Administrative Agent (in such latter capacity,
the "ADMINISTRATIVE AGENT").

         PRELIMINARY STATEMENTS:

         1. The Borrower, the Lenders, and the Agents named above entered into
the Amended and Restated Credit Agreement, dated as of March 15, 2000, as
amended by Amendment No. 1 dated as of May 9, 2000, and by Amendment No. 2 dated
as of December 11, 2000 (the "CREDIT AGREEMENT"). Capitalized terms used in this
Amendment and not otherwise defined have the meanings assigned such terms in the
Credit Agreement.

         2. The parties hereto desire to further amend the Credit Agreement, all
as more fully set forth herein.

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the Borrower, the Lenders, and the Administrative
Agent hereby agree as follows:

         SECTION 1. AMENDMENTS TO CREDIT AGREEMENT.

         Subject to the satisfaction of each of the conditions to effectiveness
set forth in Section 4, the Credit Agreement is hereby amended as follows:

         1.1 PREPAYMENTS AND REFINANCINGS OF OTHER DEBT, ETC. Section 9.14 of
the Credit Agreement is amended and restated in its entirety as follows:

             9.14. PREPAYMENTS AND REFINANCINGS OF OTHER DEBT, ETC. The Borrower
         will not, and will not permit any of its Subsidiaries to, make (or give
         any notice in respect thereof) any voluntary or optional payment or
         prepayment or redemption or acquisition for value of (including,
         without limitation, by way of depositing with the trustee with respect
         thereto money or securities before due for the purpose of paying when
         due) or exchange of, or refinance or refund, any Indebtedness of the
         Borrower or its Subsidiaries which has an outstanding principal balance
         (or Capitalized Lease Obligation, in the case of a Capital Lease, or
         present value, based on the implicit interest rate, in the case of a
         Synthetic Lease) greater than $1,000,000 (other than (i) the
         Obligations, (ii) intercompany loans and advances among the Borrower
         and its Subsidiaries, (iii) the Subordinated Bridge Debt and
         Subordinated Bridge Debt Refinancing as governed by section 9.13
         hereof, and (iv) subject to section 9.20 hereof, the SSC Debt);
         PROVIDED that the Borrower or any Subsidiary may refinance or refund
         any such Indebtedness if the aggregate principal amount thereof (or
         Capitalized Lease Obligation, in the case of a Capital Lease, or
         present value, based on the implicit interest rate, in the case of a
         Synthetic Lease) is not increased and the weighted average life to
         maturity thereof (computed in accordance with standard financial
         practice) is not reduced by more than 10%.



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         SECTION 2. REPRESENTATIONS AND WARRANTIES.

         The Borrower represents and warrants as follows:

         2.1 AUTHORIZATION AND VALIDITY OF DOCUMENTS. This Amendment has been
duly authorized by all necessary corporate action on the part of the Borrower,
has been duly executed and delivered by a duly authorized officer of the
Borrower, and constitutes the valid and binding agreement of the Borrower,
enforceable against the Borrower in accordance with its terms.

         2.2 REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Credit Parties contained in the Credit Agreement and in the other Credit
Documents are true and correct in all material respects on and as of the date
hereof as though made on and as of the date hereof, except to the extent that
such representations and warranties expressly relate to an earlier specified
date, in which case such representations and warranties are hereby reaffirmed as
true and correct in all material respects as of the date when made.

         2.3 NO EVENT OF DEFAULT. No condition or event has occurred or exists
that constitutes a Default or an Event of Default.

         2.4 COMPLIANCE. The Borrower is in full compliance with all covenants
and agreements contained in the Credit Agreement, as amended hereby, and each
Credit Party is in full compliance with the other Credit Documents to which it
is a party.


         SECTION  3. CONTINUING EFFECT OF CREDIT DOCUMENTS.

         This Amendment shall not constitute an amendment or waiver of or
consent to any provision of the Credit Agreement or any other Credit Document
not expressly referred to herein and shall not be construed as an amendment,
waiver, or consent to any action on the part of the Borrower that would require
an amendment, waiver, or consent of the Administrative Agent or the Lenders
except as expressly stated herein. Except as expressly amended hereby, the
provisions of the Credit Agreement and each other Credit Document are and shall
remain in full force and effect in accordance with their respective terms.


         SECTION  4. CONDITIONS TO EFFECTIVENESS.

         This Amendment shall become effective on a date (the "AMENDMENT
EFFECTIVE DATE"), on or before May 21, 2001, if the following conditions shall
have been satisfied on and as of such date:

                  (a) counterparts of this Amendment shall have been executed by
         the Borrower, the Required Lenders and the Administrative Agent, and
         counterparts hereof as so executed shall have been delivered to the
         Administrative Agent; and

                  (b) the Acknowledgment and Consent appended hereto shall have
         been executed by the Credit Parties named therein, and counterparts
         thereof as so executed shall have been delivered to the Administrative
         Agent;

and thereafter this Amendment shall be binding upon and inure to the benefit of
the Borrower, the Administrative Agent, and each Lender and their respective
permitted successors and assigns. After this




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Amendment becomes effective, the Administrative Agent will promptly furnish a
copy of this Amendment to each Lender and the Borrower.

         SECTION  5. MISCELLANEOUS.

         5.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made in this Amendment shall survive the execution and delivery of
this Amendment, and no investigation by the Administrative Agent or any Lender
or any subsequent Loan or other Credit Event shall affect the representations
and warranties or the right of the Administrative Agent or any Lender to rely
upon them.

         5.2 REFERENCE TO CREDIT AGREEMENT. The Credit Agreement and any and all
other agreements, instruments or documentation now or hereafter executed and
delivered pursuant to the terms of the Credit Agreement as amended hereby, are
hereby amended so that any reference therein to the Credit Agreement shall mean
a reference to the Credit Agreement as amended hereby.

         5.3 EXPENSES. As provided in the Credit Agreement, but without limiting
any terms or provisions thereof, the Borrower shall pay on demand all reasonable
costs and expenses incurred by the Administrative Agent in connection with the
preparation, negotiation, and execution of this Amendment, including without
limitation the reasonable costs and fees of the Administrative Agent's special
legal counsel, regardless of whether this Amendment becomes effective in
accordance with the terms hereof, and all reasonable costs and expenses incurred
by the Administrative Agent or any Lender in connection with the enforcement or
preservation of any rights under the Credit Agreement, as amended hereby.

         5.4 SEVERABILITY. Any term or provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the term or provision so held to be invalid or unenforceable.

         5.5 APPLICABLE LAW. This Amendment shall be governed by and construed
in accordance with the laws of the State of Ohio.

         5.6 HEADINGS. The headings, captions and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.

         5.7 ENTIRE AGREEMENT. This Amendment is specifically limited to the
matters expressly set forth herein. This Amendment and all other instruments,
agreements and documentation executed and delivered in connection with this
Amendment embody the final, entire agreement among the parties hereto with
respect to the subject matter hereof and supersede any and all prior
commitments, agreements, representations and understandings, whether written or
oral, relating to the matters covered by this Amendment, and may not be
contradicted or varied by evidence of prior, contemporaneous or subsequent oral
agreements or discussions of the parties hereto. There are no oral agreements
among the parties hereto relating to the subject matter hereof or any other
subject matter relating to the Credit Agreement.

         5.8 JURY TRIAL WAIVER. The parties hereto hereby confirm that the jury
trial waiver provisions of section 12.8(c) of the Credit Agreement shall be
fully applicable to this Amendment and the transactions contemplated hereby.

         5.9 COUNTERPARTS. This Amendment may be executed by the parties hereto
separately in one or more counterparts, each of which when so executed shall be
deemed to be an original, but all of which when taken together shall constitute
one and the same agreement.

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         IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
as of the date first above written.


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<CAPTION>

<S>                                                         <C>
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VALUE CITY DEPARTMENT STORES, INC.                          NATIONAL CITY BANK,
                                                                 INDIVIDUALLY AS A LENDER, THE SWING LINE
                                                                 LENDER, A LETTER OF CREDIT ISSUER AND
BY:/S/ JAMES A. MCGRADY                                          IN ITS CAPACITY AS THE COLLATERAL AGENT,
   ---------------------------------------------                 THE DOCUMENTATION AGENT AND THE
       James A. McGrady,                                         ADMINISTRATIVE  AGENT
         Chief Financial Officer and Treasurer


                                                            BY:
                                                               ------------------------------
                                                                    Ralph A. Kaparos,
                                                                    Senior Vice-President
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BANK ONE, N. A.,                                            LASALLE BANK NATIONAL ASSOCIATION,
    AS A LENDER                                                 AS A LENDER



BY:                                                         BY:
   ---------------------------------                           ------------------------------
     TITLE:                                                       TITLE:
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FIRSTAR CORPORATION,                                        HSBC BANK USA,
    AS A LENDER                                                 AS A LENDER


BY:                                                         BY:
   ---------------------------------                           ---------------------------------
     TITLE:                                                       TITLE:

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THE HUNTINGTON NATIONAL BANK,                               FIFTH THIRD BANK,
    AS A LENDER                                                  CENTRAL OHIO,
                                                                 AS A LENDER

BY
   ---------------------------------
     TITLE:                                                 BY
                                                               ---------------------------------
                                                                  TITLE:

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BANK LEUMI USA,                                             ASSOCIATED BANK MILWAUKEE,
     CHICAGO BRANCH,                                            AS A LENDER
     AS A LENDER

                                                            BY:
                                                               ---------------------------------
BY:                                                         TITLE:
   ---------------------------------
     TITLE:

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FIRST BANK,                                                 WELLS FARGO BANK N.A.,
    AS A LENDER                                                 AS A LENDER

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<TABLE>

<S>                                                         <C>
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BY:                                                         BY:
   ---------------------------------                           ---------------------------------
     TITLE:                                                       TITLE:

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THE FUJI BANK, LIMITED,
    AS A LENDER


BY
   ---------------------------------
     TITLE:
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                           ACKNOWLEDGMENT AND CONSENT

         For the avoidance of doubt, and without limitation of the intent and
effect of sections 6 and 10 of the Subsidiary Guaranty (as such term is defined
in the Credit Agreement referred to in the Amendment No. 3 to Credit Agreement
(the "AMENDMENT"), to which this Acknowledgment and Consent is appended), each
of the undersigned hereby unconditionally and irrevocably (i) acknowledges
receipt of a copy of the Credit Agreement and the Amendment, and (ii) consents
to all of the terms and provisions of the Credit Agreement as amended by the
Amendment.

         Capitalized terms used herein and not otherwise defined have the
meanings assigned such terms in the Credit Agreement referred to herein. This
Acknowledgment and Consent is for the benefit of the Lenders and the
Administrative Agent, any other person who is a third party beneficiary of the
Subsidiary Guaranty, and their respective successors and assigns. No term or
provision of this Acknowledgment and Consent may be modified or otherwise
changed without the prior written consent of the Administrative Agent, given as
provided in the Credit Agreement. This Acknowledgment and Consent shall be
binding upon the successors and assigns of each of the undersigned. This
Acknowledgment and Consent may be executed by any of the undersigned in separate
counterparts, each of which shall be an original and all of which together shall
constitute one and the same instrument.

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         IN WITNESS WHEREOF, each of the undersigned has duly executed and
delivered this Acknowledgment and Consent as of the date of the Amendment
referred to herein.


<TABLE>

<S>                                                        <C>
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VALUE CITY OF MICHIGAN, INC.,                               VALUE CITY LIMITED PARTNERSHIP,
      AS A SUBSIDIARY GUARANTOR                                   AS A SUBSIDIARY GUARANTOR
VC ACQUISITION, INC.,
      AS A SUBSIDIARY GUARANTOR                             BY: WESTERVILLE ROAD GP, INC.,
GB RETAILERS, INC.,                                                ITS GENERAL PARTNER
      AS A SUBSIDIARY GUARANTOR
WESTERVILLE ROAD GP, INC.,
      AS A SUBSIDIARY GUARANTOR                             BY:/S/JAMES A. MCGRADY
                                                               -------------------
WESTERVILLE ROAD LP, INC.,                                      James A. McGrady,
      AS A SUBSIDIARY GUARANTOR                                 Chief Financial Officer and Treasurer
SHONAC CORPORATION,
      AS A SUBSIDIARY GUARANTOR
DSW SHOE WAREHOUSE, INC.
   (f/k/a WILKERSON SHOE CO.),                              VALUE CITY ACQUISITION CORP.,
       AS A SUBSIDIARY GUARANTOR                                  AS A SUBSIDIARY GUARANTOR
VALUE CITY DEPARTMENT STORES
    SERVICES, INC.
    (f/k/a PENN MANAGEMENT, INC.),                          BY:/S/ JAMES A. MCGRADY
                                                               --------------------
       AS A SUBSIDIARY GUARANTOR                                    James A. McGrady,
J. S. OVERLAND DELIVERY, INC.,                                      Secretary
      AS A SUBSIDIARY GUARANTOR
GRAMEX RETAIL STORES, INC.,
      AS A SUBSIDIARY GUARANTOR
FILENE'S BASEMENT, INC.
(f/k/a BASE ACQUISITION CORP.),
      AS A SUBSIDIARY GUARANTOR


BY:JAMES A. MCGRADY
   -------------------------------------------------
        James A. McGrady,
        Chief Financial Officer and Treasurer


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