Exhibit 10.55.01**ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT**          THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (this “**Assignment**”) is made effective this22 day of January, 2008 (the “**Effective Date**”), by and between VALUE CITY DEPARTMENT STORES LLC, anOhio limited liability company, having an address of 3241 Westerville Road, Columbus, Ohio 43224(“**Assignor**”), RETAIL VENTURES, INC., an Ohio corporation, having an address of 3241 WestervilleRoad, Columbus, Ohio 43224 (“**Assignee**”), and JUBILEE-SAWMILL LLC, an Ohio limited liabilitycompany, having an address of 1800 Moler Road, Columbus, Ohio 43207 (“**Landlord**”).WITNESSETH     WHEREAS, Assignor and Landlord are tenant and landlord, respectively, under that certain Leasedated July 19, 2006 between Value City Department Stores, Inc. and Jubilee Limited Partnership, asamended pursuant to that certain Lease Modification Agreement dated November 2, 2000 (collectively,the “**Lease**”), for approximately 71,072 square feet of floor area (the “**Leased Premises**”) located inthe shopping center known as Sun Shopping Center at 3704 W. Dublin-Granville Road, Columbus, Ohio;and     WHEREAS, Assignor is the successor by merger to Value City Department Stores, Inc., andLandlord is the successor to Jubilee Limited Partnership, the landlord under the Lease; and     WHEREAS, Assignee currently is the parent corporation to the subsidiary that occupies theLeased Premises pursuant to an oral sublease with Assignor (the “**Filene’s Sublease**”); and     WHEREAS, Assignor desires to assign its interest as tenant in the Lease to Assignee as of theEffective Date, and Assignee desires to accept the assignment of tenant’s interest in the Leasefrom Assignor and to assume all of tenant’s right, title, estate, interest, duties and obligationsunder the Lease as of the Effective Date; and     WHEREAS, Landlord is willing to consent to the assignment of the Lease as herein set forth;Agreement     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, Assignor, Assignee and Landlord hereby agree as follows:     1. Assignment. Assignor hereby gives, grants, bargains, sells, conveys, transfers andsets over unto Assignee, its successors and assigns, as of the Effective Date, all of Assignor’sright, title, estate, interest, duties and obligations as tenant in and to the Lease and the LeasedPremises under the Lease.     2. Assumption. Assignee hereby accepts the foregoing assignment and, in considerationthereof, Assignee hereby covenants and agrees that, from and after the Effective Date and for theremainder of the term of the Lease and all renewals and extensions thereof exercised by Assignee,Assignee will assume, observe, perform, fulfill and be bound by all terms, covenants, conditionsand obligations of Assignor under the Lease (including, without limitation, the payment of all rentand other sums required to be paid by Assignor under the
 

 
Lease) which arise on and after the Effective Date and are to be observed, performed andfulfilled by Assignor on and after the Effective Date, in the same manner and to the same extent asif Assignee were the Assignor named therein.     3. Landlord’s Consent. Landlord hereby consents to the assignment by Assignor toAssignee of the Assignor’s interest under the Lease, as herein set forth and agrees to releaseAssignor from all obligations and liability under the Lease from and after the Effective Date.     4. Indemnification.          (a) Assignee hereby indemnifies and agrees to defend and hold harmless Assignor, itsshareholders, directors, officers, successors and assigns from and against any and all claims,demands, causes of action, judgments, liabilities, losses, damages, costs or expenses (includingwithout limitation all reasonable attorneys’ fees and out-of-pocket expenses) which Assignor may orshall incur under the Lease by reason of any failure of Assignee to have complied with, or to haveperformed, the duties and obligations of Assignor under the Lease from and after the EffectiveDate.          (b) Assignor hereby indemnifies and agrees to defend and hold harmless Assignee, itsshareholders, directors, officers, successors and assigns from and against any and all claims,demands, causes of action, judgments, liabilities, losses, damages, costs or expenses (includingwithout limitation all reasonable attorneys’ fees and out-of-pocket expenses) which Assignee may orshall incur under the Lease by reason of any failure of Assignor to have complied with, or to haveperformed, the duties and obligations of Assignor under the Lease arising prior to the EffectiveDate.     5. Successors and Assigns. The terms and conditions of this Assignment shall bebinding upon and shall inure to the benefit of the parties hereto and their respective successorsand assigns.     6. Assignment of Warranties and Guaranties. To the extent assignable and to theextent any exist, Assignor hereby assigns to Assignee all guaranties and warranties it owns relatedto the Leased Premises. Assignor shall execute such further reasonable documents to evidence suchtransfer as are reasonably requested by Assignee either before or after the Effective Date. Ifthere is a cost or fee for the transfer of any warranty or guaranty, that cost shall be borne byAssignee.     7. Counterparts. This Assignment may be executed in counterparts, each of which shallbe deemed an original, and all of which shall constitute one document.     8. Third Parties. The agreements herein are for the sole benefit of Assignor,Assignee and Landlord, and no third party is intended to benefit hereby.     9. Assignee’s Notice Address. For the purposes of Section 33 of the Lease, notices toAssignee shall be addressed to Assignee at 3241 Westerville Road, Columbus, Ohio 42324.     10. Governing Law. The terms of this Assignment shall be governed by the laws of theState in which the Leased Premises is located.
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     11. Entire Agreement. This Assignment shall be deemed to contain all of the terms andconditions agreed upon with respect to the assumption and assignment of the Lease, it beingunderstood that there are no outside representations or oral agreements.     12. Capitalized Terms. Any capitalized terms used in this Assignment and not definedshall have the same meaning set forth in the Lease.     IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed on theday and year first set forth above.      **ASSIGNOR:**