exhibit10-1.htm


    


      AGREEMENT
        TO ACQUIRE LEASES AND LEASE PROPERTIES

       

      


       

      This
        Agreement to Acquire Leases and
        Lease Properties (the “Agreement”) dated October 3, 2007 (the “Effective Date”)
        by and between VALUE CITY DEPARTMENT STORES LLC, an Ohio limited liability
        company and successor by merger to Value City Department Stores, Inc., having
        an
        address of 3241 Westerville Road, Columbus, Ohio 43224  (“VCDS”), GB
        RETAILERS, INC., a Delaware corporation having an address of 3241 Westerville
        Road, Columbus, Ohio 43224 (“GB” and collectively with VCDS, the “VCDS
        Tenants”), SCHOTTENSTEIN STORES CORPORATION, an Ohio corporation having an
        address of 1800 Moler Road, Columbus, Ohio 43207 (“SSC”), TRUSS REALTY CO., an
        Ohio limited partnership having an address at 1800 Moler Road, Columbus,
        Ohio
        43207 (“Truss”), VALLEY FAIR CORPORATION, a Delaware corporation having an
        address of 1800 Moler Road, Columbus, Ohio 43207 (“Valley Fair”), EAST MAIN
        CENTERS-I LLC, an Ohio limited liability company having an address of 1800
        Moler
        Road, Columbus, Ohio 43207 (“EMC”), and INDEPENDENCE LIMITED LIABILITY COMPANY,
        an Ohio limited liability company having an address of 1800 Moler Road,
        Columbus, Ohio 43207 (“Independence” and together with SSC, Truss, Valley Fair
        and EMC, the “SSC Landlords”); RETAIL VENTURES, INC., an Ohio corporation having
        an address of 3241 Westerville Road, Columbus, Ohio 43224 (“RVI”) [the VCDS
        Tenants, the SSC Landlords, and RVI, each being a “VCDS Entity,” and
        collectively, the “VCDS ENTITIES”); and BURLINGTON COAT FACTORY WAREHOUSE
        CORPORATION, a Delaware corporation having an address of 1830 Route 30,
        Burlington, New Jersey 08016 (“BURLINGTON”), and the affiliate entities of
        Burlington set forth in Exhibit A hereto (collectively with BURLINGTON,
        the “BURLINGTON Entities”).  The “Effective Date” of this Agreement is
        the later of the day that VCDS (or its attorney) and BURLINGTON (or its
        attorney) receives a fully executed copy of this Agreement.

       

      R
        E CI T
        A L S

       

      A
        VCDS Tenant is the lessee or
        sublessee under each of the leases listed on Exhibit B hereto (each a
“Lease” and collectively, the “Leases”).  The leased premises under
        each of the Leases is referred to herein as the “Leased Premises.”

       

      An
        SSC Landlord is the landlord under
        each of the Leases listed on Exhibit C hereto (each an “SSC Lease” and
        collectively, the “SSC Leases”).

       

      SSC
        intends to acquire by assignment
        from the applicable VCDS Tenant each of the Leases listed on Exhibit D
        hereto (each an “SSC Assigned Lease”), and SSC and BURLINGTON desire, upon such
        assignment, to enter into a sublease (each an “SSC Sublease”) for a portion of
        the space leased to SSC under the SSC Assigned Lease.

       

      BURLINGTON
        desires to acquire all of
        the right, title and interests of the VCDS Tenants in and to the Leases set
        forth in Exhibit E hereto (each an “Assignment Lease” and collectively,
        the “Assignment Leases”) and the VCDS Tenants desire to transfer, sell, and
        assign all rights, title, and interest of the VCDS Tenants in and to the
        Assignment Leases to the applicable BURLINGTON Entity on the terms and
        conditions contained herein.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      BURLINGTON
        also desires to enter into
        new leases with the SSC Landlords (each a “New SSC Lease”) for each of the
        Leased Premises under the SSC Leases (each an “SSC Premises”) to replace the
        respective SSC Lease which would be terminated.

      


      BURLINGTON
        also desires to enter into a
        sublease (the “102 Sublease”) with VCDS for the retail portion of the property
        leased to VCDS under the Lease for Store No. 102 on Westerville Road in
        Columbus, Ohio (the “102 Lease”).

      


      RVI
        is the parent company of VCDS and
        has an economic incentive to provide the indemnities and to undertake the
        other
        obligations on RVI’s part, as more particularly set forth herein.

      


      NOW
        THEREFORE, for good and valuable
        consideration, the receipt and sufficiency of which is hereby acknowledged,
        the
        parties hereby agree as follows:

      


      Terms.

       

      1.           Leasehold
        Interests Under the VCDS Leases.  Subject to the terms and
        conditions of this Agreement, (i) all or a portion of the right, title and
        interest of VCDS in and to the Leases shall be assigned, transferred, subleased
        or otherwise conveyed to the applicable BURLINGTON Entity as set forth on
        Exhibit A hereto (in each case the “Applicable BURLINGTON Entity”), and
        the Applicable BURLINGTON Entity agrees to acquire, the right, title, benefit,
        privilege, and interest as a tenant or subtenant under the Assignment Leases,
        by
        one of the following methods:

       

      
        	
                 

              	
                (a)

              	
                Each
                  of the Assignment Leases which is not removed from the list of
                  Assignment
                  Leases as a result of the inability to obtain the Required Amendments
                  as
                  set forth in Section 3(a) or the Landlords’ Consents, if required, as set
                  forth in Section 3(c), or if designated a Removed Lease by VCDS,
                  SSC or
                  BURLINGTON under Section 3(d), shall be assigned by the respective
                  VCDS
                  Tenant to and assumed by the Applicable BURLINGTON Entity and shall
                  remain
                  in effect subject to such amendments as BURLINGTON may negotiate
                  with the
                  respective landlord (each an “Assignment Transaction” and collectively,
                  the “Assignment Transactions”).

              


      

       

      
        	
                 

              	
                (b)

              	
                Each
                  of the SSC Leases shall be assigned by the respective VCDS Tenant
                  to the
                  Applicable BURLINGTON Entity and shall then be terminated and replaced
                  by
                  a New SSC Lease between the respective SSC Landlord and the Applicable
                  BURLINGTON Entity in substantially the form attached hereto as
                  Exhibit F (the “New SSC Lease Form”) with the blanks completed
                  with the lease specific terms set forth in Exhibit G for the
                  applicable SSC Lease, and such other terms as SSC and BURLINGTON
                  may agree
                  (each a “SSC Lease Transaction” and collectively, the “SSC Lease
                  Transactions”).  Each SSC Landlord respectively agrees that no
                  BURLINGTON Entity shall have any liability at all to any person
                  or entity
                  whatsoever arising out of accepting assignment of an SSC Lease,
                  

                other
                  than the specific SSC Lease or SSC Leases assigned to and assumed
                  by
                  that  BURLINGTON Entity and the liability of BURLINGTON under
                  any guaranties of any SSC Leases, the SSC Subleases, and the 102
                  Sublease,
                  and that no BURLINGTON Entity other than BURLINGTON shall be a
                  guarantor
                  of the  obligations of any other BURLINGTON
                  Entity.

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      
        	
                 

              	
                (c)

              	
                Each
                  of the SSC Assigned Leases, as to which SSC can obtain the consents
                  of the
                  landlord to assignment and assumption of such Lease by SSC and
                  sublease a
                  portion of the Leased Premises to the Applicable BURLINGTON Entity
                  upon
                  terms acceptable to SSC, unless removed by SSC under Section 3(d),
                  shall
                  be assigned by the respective VCDS Tenant to and assumed by SSC
                  and shall
                  remain in effect subject to such amendments as SSC may negotiate
                  with the
                  respective landlord, and SSC and the applicable BURLINGTON Entity
                  shall
                  then enter into an SSC Sublease for all space within the Leased
                  Premises
                  not currently subleased to American Signature, Inc. or an affiliate
                  thereof (the “Subleased Space”) in substantially the form attached hereto
                  as Exhibit H with the blanks completed with the sublease specific
                  terms set forth in Exhibit I for the applicable SSC Sublease (each
                  an “SSC Sublease Transaction” and collectively, the “SSC Sublease
                  Transactions”).

              


      

       

      
        	
                 

              	
                (d)

              	
                With
                  respect to VCDS Store No. 102, VCDS and the Applicable BURLINGTON
                  Entity
                  shall enter into the 102 Sublease in substantially the form attached
                  hereto as Exhibit J (the “102 Sublease
                  Transaction”).

              


      

       

      Unless
        provided otherwise in this
        Agreement, except for the Removed Leases (as defined in Section 3), BURLINGTON
        shall be required to (i) purchase and accept all of the Assignment Leases,
        (ii)
        enter into all of the New SSC Leases, (iii) enter into all of the SSC Subleases,
        and (iv) enter into the 102 Sublease, and VCDS shall not be obligated to
        convey
        its interest in any Assignment Lease, enter into the 102 Sublease, or assign
        the
        SSC Assigned Leases to SSC and SSC shall not be obligated to acquire the
        SSC
        Assigned Leases and enter into the SSC Sublease or New SSC Lease unless
        BURLINGTON completes the purchase or sublease, as applicable, of all the
        Leases
        except the Removed Leases.  Unless the parties agree otherwise, the
        closings of the Assignment Transactions, the SSC Lease Transactions, the
        SSC
        Sublease Transactions, and the 102 Sublease Transaction shall occur
        simultaneously.

       

      2.           Purchase
        Price.  The purchase price for the sale of the Leases hereunder is
        Twenty-five Million Dollars ($25,000,000.00) (the “Purchase Price”) and is
        allocated among the Leases as set forth on Exhibit K hereto (the
“Allocated Purchase Prices”).  The Purchase Price for the Assignment
        Leases and Store No. 162 is referred to herein as the “BURLINGTON Purchase
        Price,” is Sixteen Million Dollars ($16,000,000.00), and shall be paid by
        BURLINGTON.  The Purchase Price for the SSC Leases and the SSC
        Assigned Leases (except Store No. 162) is referred to herein as the “SSC
        Purchase Price,” is Nine Million Dollars ($9,000,000.00), and shall be paid by
        SSC or the respective SSC Landlord, as the case may be.

       


      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      


       

      
        	
                 

              	
                (a)

              	
                The
                  BURLINGTON Purchase Price shall be payable by BURLINGTON as
                  follows:

              


      

       

      
        	
                 

              	
                (i)

              	
                By
                  the second (2nd) Business Day after the Effective Date, BURLINGTON
                  shall
                  deliver to Clean Title Agency, Inc., dba Hummel Title Agency with
                  an
                  address of 2715 East Main Street, Bexley, Ohio 43209 (“Escrow Agent”) an
                  amount equal to ten percent (10%) of the Purchase Price by wire
                  transfer
                  of immediately available funds.  Such amount and all interest
                  earned thereon is referred to herein as the “Deposit.”  The
                  Deposit shall be held by Escrow Agent and disbursed in accordance
                  with the
                  terms of this Agreement and the Escrow Agreement attached hereto
                  as
                  Exhibit L.

              


      

       

      
        	
                 

              	
                (ii)

              	
                Within
                  three (3) Business Days of BURLINGTON’s receipt of the GOB Notice from
                  VCDS as set forth in Section 4 hereof, BURLINGTON shall deliver
                  or cause
                  to be delivered, at its sole cost and expense, to VCDS an irrevocable
                  standby letter of credit (the “LOC”) issued by a commercial bank
                  reasonably acceptable to VCDS (the “Issuer”), utilizing a form reasonably
                  acceptable to VCDS, naming VCDS as beneficiary and having a U.S.
                  Dollar
                  face amount equal to 90% of the Purchase Price (including the SSC
                  Purchase
                  Price).  The conditions for a draw under the LOC shall be: (a)
                  three Business Days shall have passed from the time VCDS gave BURLINGTON
                  written notice that VCDS will be making a draw against the LOC;
                  and (b)
                  the submission, following such three (3) Business Day period, to
                  the
                  Issuer from VCDS of a statement, under oath subject to perjury,
                  specifying
                  that VCDS is entitled to a draw under the LOC in the amount specified
                  in
                  the draft accompanying such statement.  The LOC shall have a
                  term of not less than one (1) year from the date thereof.  The
                  LOC shall provide that it is governed by International Standby
                  Practices
                  1998 (International Chamber of Commerce Publication 590) and any
                  subsequent revision thereof which the Issuer then adheres
                  to.  VCDS shall be entitled to draw under the LOC in the event
                  that BURLINGTON fails to pay the unpaid balance of the BURLINGTON
                  Purchase
                  Price to Escrow Agent by the Closing Date in accordance with Section
                  2(a)(iii) below or fails to deliver the documents required to be
                  delivered
                  pursuant to Sections 6.3 and 6.6 below with respect to the SSC
                  Leases and
                  the SSC Assigned Leases as provided in Section 10.3(b) below; provided,
                  however, that VCDS agrees not to submit any such draw request under
                  the
                  LOC unless and until such event has occurred.  The act of
                  drawing on the LOC by VCDS pursuant to this Section 2(a)(ii) shall
                  be in
                  lieu of any other remedies available to VCDS for such failure,
                  shall
                  excuse BURLINGTON from making the payment pursuant to Section 2(a)(iii)
                  below, and as to the Leases for which the SSCPurchase Price is
                  due and
                  shall excuse SSC from making the payment pursuant to Section 2(b)
                  below,
                  and the Closing shall proceed as if the full Purchase Price had
                  been paid
                  by BURLINGTON or SSC, as the case may be, except that the Closing
                  Payment
                  by Escrow Agent shall be reduced by the amount drawn on the
                  LOC.  It shall not, however, be treated as an agreement between
                  or among the parties that the conditions precedent to Closing had
                  taken
                  place or that the amount drawn by VCDS was proper, each party to
                  this
                  Agreement reserving the right to assert that Closing was not required
                  to
                  take place at such time or that the amount so drawn was not
                  proper.  If BURLINGTON fails to timely provide the LOC to VCDS,
                  at its option VCDS may terminate this Agreement by written notice
                  to
                  BURLINGTON and Escrow Agent, in which case the Escrow Agent shall
                  distribute the entire Deposit to VCDS as liquidated
                  damages.

              


      

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      
        	
                 

              	
                (iii)

              	
                On
                  or before the each Closing Date (the First Closing Date, the Second
                  Closing Date or any Final Closing Date, each as the case may be),
                  BURLINGTON shall pay to Escrow Agent the remaining ninety percent
                  (90%)
                  balance of the BURLINGTON Purchase Price attributable to the Lease(s)
                  actually included in that Closing.

              


      

       

      
        	
                 

              	
                (iv)

              	
                At
                  each Closing, if VCDS has not made a draw against the LOC as provided
                  in
                  (b) above, Escrow Agent shall distribute to VCDS the lesser of
                  the
                  Adjusted Purchase Price [as defined in Section 13.11(a)] attributable
                  to
                  the Lease(s) included in that Closing or the funds then held by
                  Escrow
                  Agent (the “Closing Payment”), and if any funds remain, then such
                  remaining funds shall be distributed to BURLINGTON.  If VCDS has
                  made a draw against the LOC, then the funds being held by Escrow
                  Agent
                  shall be distributed to BURLINGTON.

              


      

       

      
        	
                 

              	
                (v)

              	
                Upon
                  receipt of each Closing Payment, VCDS shall give the LOC’s issuing bank
                  written instructions to reduce the amount of the LOC by the amount
                  of the
                  Closing Payment made at that Closing, and upon the Final Closing
                  for the
                  last of the Leases (or the agreement of the parties that there
                  will be no
                  more Closings), VCDS shall return the LOC to
                  BURLINGTON.

              


      

       

      
        	
                 

              	
                (vi)

              	
                The
                  Allocated Purchase Price for VCDS Store No. 189 is on account of
                  the
                  minimum floor area within the Leased Premises being at least Seventy-Five
                  Thousand (75,000) square feet and the maximum floor areas being
                  the entire
                  space let pursuant to the Lease for VCDS Store No.
                  189.  Notwithstanding the foregoing, BURLINGTON agrees to use
                  commercially reasonable efforts to negotiate with the landlord
                  of those
                  Leased Premises with the objective of reducing the floor area of
                  the
                  Leased Premises under that Lease to approximately Seventy-Five
                  Thousand
                  (75,000) square feet, and to get, in connection with suchLease:
                  (a) the
                  landlord’s consent to the assignment of lease from the applicable VCDS
                  Tenant to the applicable BURLINGTON Entity; (b) an acceptable SNDA;
                  and
                  (c) the Required Amendments.  If BURLINGTON receives payment
                  from the landlord of VCDS Store No. 189 in return for allowing
                  that
                  landlord to recapture any part of the Leased Premises, the entire
                  amount
                  of such payment shall be paid over by the applicable BURLINGTON
                  Entity to
                  the applicable VCDS Tenant.  Such payment shall be made within
                  ten (10) days after the BURLINGTON Entity receives such payment
                  or
                  payments.  BURLINGTON shall not be obligated to accept Leased
                  Premises that are not commercially reasonable, for a retail department
                  store, in terms of shape, facilities (including loading facilities),
                  frontage, visibility, utilities or other similar
                  factors.  Notwithstanding the foregoing, if the applicable
                  BURLINGTON Entity is unable to negotiate with the landlord for
                  the
                  landlord to recapture all but approximately Seventy-Five Thousand
                  (75,000)
                  square feet of floor area, BURLINGTON may reject assignment of
                  the lease
                  and make the Lease a BURLINGTON Rejection Lease [as defined in
                  Section
                  3(a)].

              


      

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      
        	
                 

              	
                (vii)

              	
                The
                  Allocated Purchase Price for VCDS Store No. 401 is on account of
                  the
                  minimum floor area within the Leased Premises being at least Eighty
                  Thousand (80,000) square feet and the maximum floor areas being
                  the entire
                  space let pursuant to the Lease for VCDS Store No.
                  401.  Notwithstanding the foregoing, BURLINGTON agrees to use
                  commercially reasonable efforts to negotiate with the landlord
                  of those
                  Leased Premises with the objective of reducing the floor area of
                  the
                  Leased Premises under that Lease to approximately Eighty Thousand
                  (80,000)
                  square feet, and to get, in connection with such Lease: (a) the
                  landlord’s
                  consent to the assignment of lease from the applicable VCDS Tenant
                  to the
                  applicable BURLINGTON Entity; (b) an acceptable SNDA; and (c) the
                  Required
                  Amendments.  If BURLINGTON receives payment from the landlord of
                  VCDS Store No. 401 in return for allowing that landlord to recapture
                  any
                  part of the Leased Premises, the entire amount of such payment
                  shall be
                  paid over by the applicable BURLINGTON Entity to the applicable
                  VCDS
                  Tenant.  Such payment shall be made within ten (10) days after
                  the BURLINGTON Entity receives such payment or
                  payments.  BURLINGTON shall not be obligated to accept Leased
                  Premises that are not commercially reasonable, for a retail department
                  store, in terms of shape, facilities (including loading facilities),
                  frontage, visibility, vertical transportation (if required), multi-floor
                  usability, utilities or other similar factors.  Notwithstanding
                  the foregoing, if the applicable BURLINGTON Entity is unable to
                  negotiate
                  with the landlord for the landlord to recapture all but approximately
                  Eighty Thousand (80,000) square feet of floor area, BURLINGTON
                  may

              


      

      
        	
                 

              	 	
                reject
                  assignment of the lease and make the Lease a BURLINGTON Rejection
                  Lease.

              


      

       

      
        	
                 

              	
                (b)

              	
                The
                  SSC Purchase Price, subject to adjustments as set forth herein,
                  shall be
                  paid by SSC in cash or immediately available funds delivered to
                  Escrow
                  Agent on or before each applicable Closing.  Provided, however,
                  if BURLINGTON fails to complete its closing requirements for such
                  Closing,
                  for any Lease for which SSC is to pay the Purchase Price as set
                  forth in
                  Section 6 hereof, SSC shall not be required to pay the SSC Purchase
                  Price
                  for such Lease and VCDS may draw upon the LOC in the same manner
                  as
                  provided herein for the failure of BURLINGTON to pay the balance
                  of the
                  BURLINGTON Purchase Price for an Assignment Lease, it being agreed
                  that
                  SSC would not be entering into the transaction for any SSC Lease
                  or SSC
                  Assigned Lease without a sublease with
                  BURLINGTON.

              


      

       

      3.           Inspection.

       

      (a)           Lease
        Review.  BURLINGTON has reviewed the Assignment Leases and
        identified those provisions of each Assignment Lease which in BURLINGTON’s
        opinion must be amended or modified in order for BURLINGTON to use the Leased
        Premises for retail purposes but such requests are limited to:  (i) a
        change in permitted use if most lawful retail uses are not already permitted;
        (ii) a change in trade name restriction if there is a trade name restriction;
        (iii) approval of specific alteration plans to the extent such approval is
        required; (v) approval of specific signage if Landlord’s consent is required for
        such signage; (vi) such changes as are required to permit the operation of
        a
        typical Burlington Coat Factory store; and (vii) a Subordination,
        Non-Disturbance and Attornment Agreement (“SNDA”) if the Lease is inferior to an
        existing mortgage or superior lease and no SNDA is already in existence (the
        “Required Amendments”).  Within forty (40) days after the Effective
        Date, BURLINGTON shall provide VCDS with a list of the Required Amendments
        with
        respect to each Lease and will use commercially reasonable efforts to negotiate
        the Required Amendments to each Lease with the respective landlords and
        sub-landlords thereunder (each a “Landlord” and collectively, the “Landlords”)
        to its reasonable satisfaction with due diligence.  BURLINGTON will
        notify VCDS promptly as to each Assignment Lease as to which it has negotiated
        the Required Amendments to its satisfaction on or before December 20, 2007
        (the “Consent Date”), and shall on the Consent Date notify VCDS of each
        Assignment Lease as to which it has not negotiated the Required Amendments
        to
        its satisfaction and desires not to acquire as a result thereof (each a
“BURLINGTON Rejection Lease”) or for which BURLINGTON will invoke the provisions
        of the second paragraph of Section 5 to extend the Consent Date for such
        Assignment Lease.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      SSC
        and BURLINGTON have reviewed the
        SSC Assigned Leases and identified those provisions of each SSC Assigned
        Lease
        which in their respective opinions must be amended or modified for SSC to
        assume
        the Lease and sublease the Subleased Space to BURLINGTON.  BURLINGTON
        has further reviewed the 102 Lease and identified the provisions thereof
        which
        in its opinion must be amended or modified for BURLINGTON to enter into the
        102
        Sublease.  Such requests shall be subject to the same limitations,
        time frame and procedures as set forth in the preceding paragraph relative
        to
        the Assignment Leases, except that BURLINGTON must notify SSC and VCDS as
        to any
        Required Amendments required by BURLINGTON within thirty (30) days of the
        Effective Date and SSC will notify VCDS of any Required Amendment within
        forty
        (40) days of the Effective Date, and if the Required Amendments to an SSC
        Assigned Lease or the 102 Lease are not obtained by the Consent Date, upon
        providing of the notice of such fact to VCDS by BURLINGTON or SSC on or before
        the Consent Date, such Lease shall be deemed a BURLINGTON Rejection
        Lease.  The amendments and modifications identified by SSC and
        BURLINGTON, respectively as to each SSC Assigned Lease and the amendments
        and
        modifications identified by BURLINGTON as to the 102 Sublease
        shall  be provided to SSC within forty (40) days after the Effective
        Date.

       

      (b)           Physical
        Inspection.  BURLINGTON has conducted (or has decided not to
        conduct) a physical inspection of each Leased Premises and accepts the physical
        condition of each of the Leased Premises, subject to: (i) receipt of the
        credit
        against the Purchase Price set forth in Section 9.4 of receipt of such credit
        by
        payment from VCDS at Closing; (ii) all warranties and representations expressly
        given or made by VCDS or SSC, as the case may be, in this Agreement; and
        (iii)
        such continuing repair and maintenance obligations on the part of any of
        the
        VCDS Tenants or the VCDS Entities expressly provided for in this Agreement;
        or
        (iv) the obligations of VCDS or each VCDS Entity, respectively, as landlord
        or
        sublandlord under any of the SSC Leases or the 102 Sublease.

       

      (c)           Consents.  VCDS
        shall use commercially reasonable efforts to obtain the consent of each Landlord
        (a “Consent”) of an Assignment Lease and an SSC Assigned Lease and the 102
        Sublease as to which the consent of the Landlord to the assignment of the
        Lease
        to BURLINGTON (or in the case of an SSC Assigned Lease, to the assignment
        of
        Lease to SSC and sublease to BURLINGTON or in the case of the 102 Lease,
        the
        sublease to BURLINGTON) is required (each a “Consent Lease”) on or before the
        Consent Date and shall notify BURLINGTON of any Consent Leases as to which
        it
        has been unable to obtain the Consent on or before the Consent Date (a “No
        Consent Lease”).  Unless VCDS and BURLINGTON (and SSC with respect to
        an SSC Assigned Lease) agree otherwise in writing by December 31, 2007 or
        unless
        BURLINGTON, in writing, by December 31, 2007, invokes the provisions of the
        second paragraph of Section 5 to extend the December 31, 2007 deadline, each
        BURLINGTON Rejection Lease and each No Consent Lease (collectively, the “Removed
        Leases”) shall be removed from the Assignment Leases and the SSC Assigned Leases
        to be assigned and assumed hereunder, and from the 102 Sublease (if applicable)
        and the Purchase Price shall be reduced accordingly based on the Allocated
        Purchase Prices for the Removed Leases.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      (d)           Removal
        by VCDS, SSC or BURLINGTON.  Notwithstanding any provision of this
        Agreement to the contrary, VCDS may elect to remove any Assignment Lease
        or any
        SSC Assigned Leases from the Assignment Leases or SSC Assigned Leases to
        be
        assigned hereunder, and SSC may remove any SSC Assigned Lease from the SSC
        Leases to be subleased hereunder under the following circumstances: (i) where,
        despite the applicable VCDS Tenant’s good faith, commercially reasonable
        efforts, the Landlord’s Consent for that Lease cannot be obtained; or (ii) at
        their sole discretion in the case of Store No. 185 and Store No. 188 provided
        such removal takes place before March 1, 2008, subject to the provisions
        of this
        Section 3(d); or (iii) with respect to Store No. 129 in the event SSC determines
        in its sole discretion that it is not economically practical to do the
        Landlord’s Work provided such removal takes place before March 1, 2008 [such
        removal being referred to as a “VCDS Removal”].  Each VCDS Removal
        shall be evidenced by written notice of such removal by VCDS or SSC, as the
        case
        may be, to BURLINGTON prior to Closing or March 1, 2008, whichever occurs
        earlier with respect to a particular Lease, and such Lease shall be deemed
        to be
        a Removed Lease.  Provided, however, if any of the Leases for VCDS
        Store Nos. 129, 162, 164, 188, 189 or 401 (the “Preferred Leases”) become
        Removed Leases for any reason, BURLINGTON shall have the right to elect to
        remove any one of the Leases for VCDS Store Nos. 152, 153, 158 and 177 (the
        “Compensation Leases”) from the Assignment Leases to be assigned hereunder by
        written notice to VCDS prior to Closing and such Lease shall become a Removed
        Lease, such that for each Preferred Lease that becomes a Removed Lease
        BURLINGTON may cause one Compensation Lease to also become a Removed
        Lease.  For each Removed Lease under this Section 3(d), the Purchase
        Price shall be reduced by the Allocated Purchase Price for the Removed
        Lease.

       

      (e)           Break
        Up Fees.  As to any of the Removed Leases set forth in Exhibit
        M hereto, in addition to a reduction in the Purchase Price by the amount
        of
        the Allocated Purchase Price for such Lease, VCDS shall pay to BURLINGTON
        a
“Break Up Fee” for such Lease in the amount set forth in Exhibit M
        hereto.

       

      (f)           Broken
        Leases.  In addition to, and not in derogation of, the provisions
        of Section 3(d) of this Agreement, if any one or more of the following VCDS
        Store Nos. are the Leased Premises described in a Removed Lease, the provisions
        of this paragraph shall apply as to that VCDS Store Nos.:  129, 162,
        164, 189 and 401 (each a “Broken Lease”).  For each Broken Lease: (a)
        the Purchase Price shall be reduced by the Allocated Purchase Price for such
        Removed Lease [but only once if the Removed Lease is also subject to a reduction
        pursuant to Section 3(d)]; and (b) if any VCDS Entity disposes of that Removed
        Lease before February 1, 2010 by way of sale, assignment, termination thereof,
        or any other method of transfer such that the Removed Lease is terminated,
        or
        that there is another Tenant (other than the VCDS Entity-tenant) under the
        Removed Lease, or that more than half of the floor area of the Leased Premises
        is sublet to a subtenant (each, a “Later Disposition”), or by way of any
        combination thereof, and any VCDS Entity receives money or property or any
        other
        compensation in connection with the Later Disposition, that VCDS Entity shall
        pay BURLINGTON for VCDS Store No. 129 an amount equal to $500,000 and for
        each
        of VCDS Store Nos. 162, 164, 189 and 401 an amount equal to twenty-five percent
        (25%) of the money and fair market value of whatever other property may have
        been received net of any costs incurred by VCDS, such as repairs and tenant
        improvements, in connection with such Later Disposition, with such payment
        being
        made no later than ten (10) days after its receipt by the VCDS
        Entity.

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      VCDS
        shall use commercially reasonable
        efforts to obtain and deliver to BURLINGTON and SSC, as applicable, at least
        five (5) Business Days before Closing:  (i) an Estoppel Certificate
        for each Lease from its Landlord in substantially the form attached hereto
        as
Exhibit N (“Estoppel Certificate”) and containing substantive information
        consistent with the corresponding Lease as such Lease was furnished to
        BURLINGTON and SSC before the Effective Date as well as showing that the
        Lease
        is in full force and effect without default or impending default on the part
        of
        the landlord or tenant thereunder; (ii) the written consent of its Landlord
        to
        the assignment of its Lease to BURLINGTON with respect to each Assignment
        Lease
        or with respect to the assignment of the Lease to SSC and the sublease to
        BURLINGTON with respect to the SSC Assigned Leases (if required by its Lease
        or
        if BURLINGTON or SSC reasonably determines is required by the Lease); and
        (iii)
        an Assignment and Assumption Agreement signed by VCDS (and the Landlord if
        required by the Lease) as to each Lease except the 102 Sublease.  Each
        of the consents and agreements delivered in connection with this Section
        3(c)
        shall be placed into escrow and held by the Escrow Agent in accordance with
        the
        terms and conditions of the Escrow Agreement.  If VCDS is unable to
        furnish a Estoppel Certificate for one or more of the Leases, BURLINGTON
        and SSC
        shall accept a certification from VCDS in substitution for a missing Estoppel
        Certificate, provided VCDS shall indemnify and hold BURLINGTON or the Applicable
        BURLINGTON Entity and SSC harmless from and against all claims, demands,
        causes
        of action, judgments, liabilities, losses, damages, costs or expenses (including
        without limitation all reasonable attorneys’ fees and out-of-pocket expenses)
        incurred by  BURLINGTON or the Applicable BURLINGTON Entity and SSC
        and related to or arising out of BURLINGTON or the Applicable BURLINGTON
        Entity’s and SSC’s reliance on such certification.  Such agreement to
        indemnify and hold BURLINGTON harmless or the Applicable BURLINGTON Entity
        and
        SSC shall survive Closing.

       

      As
        to any Assignment Lease or SSC
        Assigned Lease as to which the Landlord consents to the assignment of the
        Lease,
        but refuses to release the VCDS Tenant or any guarantor of the Lease (a
“Guarantor”) and their respective members, shareholders, directors, officers,
        successors and assigns from and against any and all claims, demands, causes
        of
        action, judgments, liabilities, losses, damages, costs or expenses (including
        without limitation all reasonable attorneys’ fees and out-of-pocket expenses)
        which the VCDS Tenant or Guarantor may incur under the Lease by reason of
        the
        failure of the Applicable BURLINGTON Entity or SSC, as the case may be, to
        comply with or perform its duties and obligations under the Lease from and
        after
        the Closing Date (the “Post-Closing Assignment Liability”) and as to any Lease
        as to which the consent of the Landlord to the assignment is not required
        but
        the VCDS Tenant or any Guarantor is not released from, Post-Assignment Liability
        (in each such instance, an “Indemnification Lease”), BURLINGTON and the
        Applicable BURLINGTON Entity or SSC, as the case may be, agree to indemnify
        and
        hold harmless the VCDS Tenant and any Guarantor and their respective members,
        shareholders, directors, officers, successors and assigns from any
        Post-Assignment Liability.  This agreement shall survive
        Closing.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

      4.           GOB
        Sales.  Promptly following the Consent Date, VCDS shall notify
        BURLINGTON of the date on which it intends to start and end
        going-out-of-business sales (“GOB Sales”) for each of the Leased Premises other
        than the Removed Leases (the “GOB Notice”) and shall proceed to conduct such GOB
        Sales.  All GOB Sales and all business with the retail public shall
        end by such date as is necessary for VCDS to deliver possession of the Leased
        Premises to the Applicable BURLINGTON Entity on the applicable Possession
        Date
        in accordance with the provisions of Section 9.4(a) hereof.

       

      5.           Closing.  Following
        the completion of the GOB Sales or in anticipation thereof, but no later
        than
        February 8, 2008 with respect to the Store Nos. listed on Exhibit X and
        March 25, 2008 with respect to the others, VCDS shall notify BURLINGTON that
        it
        is prepared to conduct the Closing and the proposed date for Closing, which
        shall be no more than five (5) Business Days thereafter (the “Closing
        Notice”).  Upon the delivery of the Closing Notice and subject to the
        satisfaction or waiver of all the conditions set forth in Section 10 at or
        before the Closing, the Closing of the purchase and sale of the Leases shall
        be
        held on the date set forth in the Closing Notice at the offices of the Escrow
        Agent or at such other date, time, and location as the parties shall mutually
        agree upon.  No party shall be required to be in attendance at the
        Closing.  Escrow Agent is authorized to accept closing documents in
        escrow and to release thosedocuments upon the written instructions of each
        party, respectively, as if that party had personally attended the
        Closing.  The date the Closing actually takes place as to the Store
        Nos. listed on Exhibit X is called the “First Closing
        Date.”  The date the Closing actually takes place as to the other
        Store Nos. is called the “Second Closing Date.”

       

      The
        parties contemplate that
        uncontrollable circumstances, such as continuing good faith negotiations
        with
        some landlords under the Leases or litigation arising out of disputes with
        such
        landlords or third parties with respect to the Leases may preclude conducting
        a
        Closing of the transfer of such Leases or the other transactions contemplated
        by
        this Agreement with respect to such Leases.  In each such case, the
        assignment of such Lease or the making of a sublease with respect to such
        Leased
        Premises shall be deferred to a later date (not to exceed one [1] year from
        the
        applicable original Closing Date unless litigation has been commenced by
        or
        against Landlord with respect to the withholding of such consent by the
        Landlord) (in each case, respectively, the “Final Closing Date”) and the
        parties, in good faith, shall close the transaction as to such Lease or Leased
        Premises by a date no later than the earlier of the next March 1 or September
        1
        that is ten (10) business days after the day that the dispute with the Lease’s
        landlord is resolved (by the delivery of the Landlord’s Consent or Required
        Amendment or otherwise) or the end of the litigation (with all appeal periods
        exhausted) in such a way that either BURLINGTON, in its sole discretion,
        will
        accept the Lease or the contemplated sublease of the Leased Premises or that
        the
        litigation has been resolved in favor of the parties to this
        Agreement.  In the event that the dispute involves 

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      the
        receipt of a Landlord’s Consent or of a Required Amendment, and unless both
        BURLINGTON and VCDS agree otherwise, no party to this Agreement shall have
        the
        right to create a Removed Lease if a good faith dispute with a landlord under
        such Lease is being negotiated or if litigation has been commenced with respect
        to such a Lease or either party has given the other notice that it will commence
        litigation against such recalcitrant landlord to enforce any Lease provision
        that such party, in good faith, requires the recalcitrant landlord to grant
        consent to the assignment, sublease or Lease amendment.  In the case
        of each such Lease where Closing did not take place at the First Closing
        or
        Second Closing, on that Lease’s Final Closing Date, the Purchase Price
        attributable to such Lease and the Work Credit attributable to such Lease
        shall
        be settled at the Final Closing for that Lease.  Pursuant to this
        paragraph, BURLINGTON may extend the Consent Date for any Assignment Lease
        that
        would be covered by the concepts in this paragraph or extend the December
        31,
        2007 date in Section 3(c) for any Lease that would be covered by the concepts
        in
        this paragraph for a period not to exceed one year from the original Closing
        Date.

       

      6.           Deliveries
        at Closing.

       

      6.1           Deliveries
        by VCDS.  At or before each Closing, the VCDS Tenants shall
        deliver each of the following to the Applicable BURLINGTON Entity with respect
        to each Assignment Lease other than the Removed Leases, and to SSC with respect
        to each SSC Lease other than the Removed Leases, applicable to that Closing,
        unless they are in the possession of the Escrow Agent and are to be delivered
        in
        accordance with Section 6.3:

       

      (i)           an
        original Estoppel Certificate substantially in the form of Exhibit N
        executed by the Landlord under the Assignment Lease and from all Sublessees
        of
        any Sublease, wherein such Estoppel Certificate must: (A) confirm that its
        Lease
        with the assigning VCDS Tenant and all amendments thereto, as furnished by
        that
        VCDS Tenant to BURLINGTON or SSC, as the case may be, is the true and correct
        lease (as amended only by those amendments); (B) confirm the termination
        date of
        the then current term of that Lease; (C) state that the applicable VCDS Tenant
        is not in default of any of its obligations under that Lease and that it,
        the
        Landlord or Sublessee, as the case may be, is unaware of any uncured breach
        on
        the part of that VCDS Tenant that, with the giving of notice or the passage
        of
        time, or either, would be a default on the part of that VCDS Tenant; and
        (D)
        those other items as BURLINGTON reasonably requests of that Landlord or
        Sublessee, as the case may be, to certify as true, are in fact, to that
        Landlord’s knowledge and belief, true.

       

      (ii)           a
        duplicate copy of each Assignment Lease and SSC Assigned Lease and duplicate
        copies of its entire lease file or files and all contents thereof, or any
        other
        documents it has in its possession specifically with respect to the Assigned
        Lease, the SSC Assignment Lease, and all subleases (but not documents relating
        to the operation of any businesses within the Leased Premises);

       

      (iii)           keys
        and security codes providing access to the Leased Premises; and

       

      (iv)           evidence
        of the satisfaction of each of the Required Amendments applicable to the
        Lease.

       

      6.2           Deliveries
        by VCDS and BURLINGTON.  At the Closing, the VCDS Tenants and the
        Applicable BURLINGTON Entity shall jointly execute and deliver to each other
        each of the following documents with respect to each Assignment Lease other
        than
        the Removed Leases and the 102 Sublease, unless they are in the possession
        of
        the Escrow Agent and are to be delivered in accordance with Section
        6.3:

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      (i)           an
        Assignment, Assumption and Amendment of Lease Agreement for the Lease, in
        substantially the form attached hereto as Exhibit O (“Assignment and
        Assumption Agreement”), which shall have been signed by the Landlord under each
        Lease if the Landlord’s signature is required by the respective Lease, and if
        that Landlord requires payment or reimbursement for reviewing and executing
        such
        document, VCDS and BURLINGTON shall share such charges equally;

       

      (ii)           a
        Memorandum of Assignment of Lease in a form reasonably agreeable to BURLINGTON
        and VCDS for each Assignment Lease;

       

      (iii)           a
        Sublease with respect to Store No. 102 in substantially the form attached
        hereto
        as Exhibit J;

       

      (iv)           a
        Memorandum of Sublease in a form reasonably agreeable to  BURLINGTON
        and VCDS with respect to Store No. 102.

       

      (v)           an
        agreed Settlement Statement (as defined below);

       

      (vi)           such
        other documents as may be reasonably required to effect and consummate the
        assignment of the Lease;

      
 

      (vii)           a
        schedule of rents for all sublessees, including the date(s) through which
        such
        rents (including items of additional rent) have been paid; and

       

      (viii)                      such
        financial information and documentary backup as is reasonably required for
        a
        tenant or sublandlord to determine common area operating costs, taxes, and
        similar items for 2007 and 2008; and

       

      (ix)           a
        Recognition Agreement among the Landlord, VCDS and BURLINGTON in recordable
        form
        reasonably acceptable to BURLINGTON with respect to the 102
        Sublease.

       

      6.3           Deliveries
        by SSC and BURLINGTON.  At the Closing, the respective SSC
        Landlord and the Applicable BURLINGTON Entity shall jointly execute and deliver
        to each other each of the following documents:

       

      (i)          a
        new SSC Lease with respect to each SSC Lease;

       

      (ii)          a
        termination agreement with respect to the existing SSC
        Lease.  A copy of this shall also be delivered to
        VCDS;

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

      (iii)          a
        Sublease with respect to each SSC Assigned Lease;

       

      (iv)          a
        Memorandum of Sublease with respect to each SSC Sublease; and

       

      (v)          a
        Recognition Agreement among the Landlord, SSC, and the Applicable BURLINGTON
        Entity with respect to each SSC Sublease; provided, however, if the Landlord
        is
        unwilling to execute a recognition agreement, no recognition agreement will
        be
        required and SSC shall indemnify and hold the Applicable BURLINGTON Entity
        harmless with respect to all losses and damages (including, without limitation,
        reasonable attorneys fees and other legal costs) resulting from the termination
        of the SSC Assigned Lease as a result of a default by SSC
        thereunder.

       

      6.4           Deliveries
        by VCDS and the VCDS
        Entities.                                                                                                At
        the Closing, the respective VCDS Landlord and the respective VCDS Entity
        shall
        jointly execute and deliver with respect to each SSC Assigned
        Lease:

       

      (i)          an
        Assignment, Assumption and Amendment of Lease Agreement in form reasonably
        agreeable to VCDS and SSC;

       

      (ii)          a
        Memorandum of Assignment of Lease in form reasonably agreeable to VCDS and
        SSC;

       

      (iii)          corporate
        resolutions or comparable documents where the delivering party is not a
        corporation (such as a consent of members or trustees), authorizing, adopting
        or
        ratifying this Agreement and the transactions contemplated by this Agreement;
        and

       

      (iv)          such
        other documents as may be reasonably required to effect and consummate the
        assignment of the Lease.

       

      6.5           Deliveries
        by BURLINGTON.  At the Closing, BURLINGTON and each respective
        BURLINGTON Entity shall execute and deliver with respect to each Assigned
        Lease,
        each SSC Lease, each SSC Sublease, and the 102 Sublease, as
        applicable:

       

      (i)           corporate
        resolution or comparable document when the delivering party is not a corporation
        (such as a consent of members or trustees), authorizing, adopting or ratifying
        this Agreement and the transactions contemplated by this Agreement.

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

      6.6           Deliveries
        by RVI.  At the Closing, RVI shall execute and deliver to
        BURLINGTON an Indemnification Agreement in the form attached hereto as
Exhibit R  (the “RVI Indemnity”) relating to: any loss or
        damage that BURLINGTON may suffer or incur as a result of: (i) the exercise
        by
        the Landlord under any of the Leases listed on Exhibit S hereto of its
        rights under Section 44 of each such Lease; and (ii) the Lease Package
        Deficiency Damages.  The RVI Indemnity also shall include the
        agreement by RVI to repurchase or cause an affiliated entity to purchase,
        the
        fee interest in the Leased Premises under each of the Leases listed in
Exhibit S in the event a Landlord under any such Lease exercises its
        rights under Section 44 of such Lease to cause VCDS to repurchase such fee
        interest and it is finally determined by a court of competent jurisdiction,
        after all applicable appeal periods have expired, that such Landlord has
        such
        right and the right has been properly exercised.

       

      At
        the Closing, RVI shall deliver to
        BURLINGTON a corporate resolution authorizing, adopting or ratifying this
        Agreement and the transactions contemplated by this Agreement

       

      6.7           Deliveries
        by the Escrow Agent.  At the Closing, the Escrow Agent shall
        deliver the following:

       

      (i)           the
        Closing Payment shall be released to VCDS; and

       

      (ii)           the
        Estoppel Certificates, consents, and Assignment and Assumption Agreements
        and
        other closing documents delivered to Escrow Agent by any party hereto shall
        be
        delivered to the parties entitled thereto.

       

      7.           Representations
        and Warranties of the VCDS Entities.

       

      A.           Each
        VCDS Tenant hereby represents and warrants to BURLINGTON (and, as they relate
        to
        the SSC Assigned Leases, to SSC) as of the date hereof, and again at the
        Closing
        of the transfer with respect to each Lease, as follows:

       

      (a)           Organization,
        Good Standing of VCDS.  VCDS is a limited liability company
        validly existing and in good standing pursuant to the laws of the State of
        Ohio,
        with all requisite power and authority to own, lease, and operate its properties
        and to carry on its business as presently conducted.

       

      (b)           Organization,
        Good Standing of GB.  GB is a corporation validly existing and in
        good standing pursuant to the laws of the State of Delaware, with all requisite
        power andauthority to own, lease, and operate its properties and to carry
        on its
        business as presently conducted.

       

      (c)           Authority
        and Capacity; Authorization of Agreement.  The execution and
        delivery of this Agreement and the performance by each VCDS Tenant of its
        obligations and agreements hereunder have been duly and validly authorized
        and
        approved by all necessary corporate action.

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

      (d)           Execution,
        Delivery, and Performance; Effect of Agreement.  This Agreement
        has been duly executed and delivered by each VCDS Tenant and constitutes
        the
        valid and binding obligation of the VCDS Tenants and is enforceable against
        each
        VCDS Tenant in accordance with its terms except as limited by:  (i)
        applicable bankruptcy, insolvency, reorganization, moratorium or other laws
        of
        general application affecting enforcement of creditors’ rights; and (ii) general
        principles of equity that restrict the availability of equitable remedies
        (regardless of whether enforceability is considered in a proceeding in equity
        or
        at law).  The execution and delivery of this Agreement by each VCDS
        Tenant, the performance by each VCDS Tenant of its obligations pursuant to
        the
        terms of this Agreement, and the consummation of the transactions contemplated
        hereby, do not and will not, with or without the giving of notice or lapse
        of
        time, or both:  (a) violate or conflict with any term of the
        certificate of incorporation, by-laws or other organizational documents of
        each
        VCDS Tenant; (b) violate any provision of law, statute, rule, regulation
        or
        executive order to which each VCDS Tenant or any of its assets or properties
        is
        subject; or (c) violate any judgment, order, writ, injunction, ruling or
        decree
        of any court or administrative body applicable to each VCDS Tenant or its
        assets
        or properties.

       

      (e)           Leases.  Each
        VCDS Tenant represents with respect to each Lease as to which it is the tenant,
        except as described in Exhibit P, that:

       

      (i)           It
        has provided to BURLINGTON copies of all written materials in its Lease files
        relative to each Lease;

       

      (ii)           It
        is in sole possession of the Leased Premises and has not further assigned,
        subleased or licensed the Leased Premises or any part thereof or encumbered
        said
        leasehold interest in any manner whatsoever except as set forth in Exhibit
        B-1 and Exhibit P hereto or elsewhere in this Agreement;

       

      (iii)           Neither
        it, nor, to its knowledge, the Landlord, is in default under the Lease, and
        it
        knows of no breach of the Lease that, with the giving of notice or the passage
        of time, or either, would be a default on its part or on the part of that
        Landlord;

       

      (iv)           Neither
        it, nor to its knowledge, any subtenant, is in default under any sublease
        and it
        knows of no breach of any sublease that, with the giving of notice or the
        passage of time, or either, would be a default on its part or on the part
        of
        that sublessee;

       

      (v)           It
        has not been served with any summons or complaint and to its knowledge there
        is
        no litigation pending or threatened in connection with its Lease and Sublease
        or
        the Leased Premises;(vi)It has not received written notice of any ongoing
        building or life safety code violations with respect to its Leased Premises;
        and
        to its knowledge no governmental authority is threatening to cite it with
        respect to any ongoing building or life safety code violations with respect
        to
        its Leased Premises;

       

      (vii)           No
        minimum rent due and payable under its Lease remains unpaid through the last
        day
        of the month in which the Effective Date falls, no payments of percentage
        or
        additional rent due and payable under its Lease remains unpaid, and a security
        deposit in the amount set forth in Exhibit Q has been deposited with
        Landlord;

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

      (viii)          It
        has not received notice of any special assessments against the Leased Premises
        and it is unaware of any such special assessments;

       

      (ix)           To
        its knowledge, there are no material violations by it or any sublessee of
        laws
        or regulations or agreements existing at or applicable to its Leased Premises
        that would materially adversely affect use of the Leased Premises either
        as a
        retail department store or for the purposes being used on the Effective
        Date;

       

      (x)           The
        schedule of sublessee’s rents and the date through each subtenant’s rents have
        been paid as of the Closing Date is true and complete; and

       

      (xi)           To
        the extent that each Lease or sublease furnished to BURLINGTON (each a “Lease
        Package”) is not a true and complete copy of such Lease and all amendments
        thereto and as a result of the failure of a Lease Package to include any
        material document relating to the Lease or sublease, BURLINGTON incurs
        out-of-pocket expenses, including reasonable attorneys’ fees, or suffers any
        ascertainable monetary loss or damage, including any payment to a landlord
        reasonably necessary to correct such deficiency (such expenses, losses or
        damages being referred to as “Lease Package Deficiency Damages”) in excess of
        Twenty-five Thousand Dollars ($25,000.00) [(the “Threshold Damage Amount”] in
        the aggregate for all Lease Packages, VCDS and RVI shall each, jointly and
        severally, indemnify and hold BURLINGTON and the Applicable BURLINGTON Entity
        harmless from all Lease Package Deficiency Damages in excess of the Threshold
        Damage Amount.

       

      B.           Each
        SSC Landlord, respectively, hereby represents and warrants to BURLINGTON
        as of
        the date hereof, as follows:

       

      (a)           Organization,
        Good Standing.  It is a limited liability company or corporation
        or partnership, as the case may be validly existing and in good standing
        pursuant to the laws of its state of organization, authorized to do business
        in
        the state where its subject Leased Premises is located, with all requisite
        power
        and authority to own, lease, and operate its properties and to carry on its
        business as presently conducted.

       

                 (b)           Authority
        and Capacity; Authorization of Agreement.  The execution and
        delivery of this Agreement and the performance by it of its obligations and
        agreements hereunder have been duly and validly authorized and approved by
        all
        necessary entity action.

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

      (c)           Execution,
        Delivery, and Performance; Effect of Agreement.  This Agreement
        has been duly executed and delivered by it and constitutes its valid and
        binding
        obligation and is enforceable against it in accordance with its terms except
        as
        limited by:  (i) applicable bankruptcy, insolvency, reorganization,
        moratorium or other laws of general application affecting enforcement of
        creditors’ rights; and (ii) general principles of equity that restrict the
        availability of equitable remedies (regardless of whether enforceability
        is
        considered in a proceeding in equity or at law).  The execution and
        delivery of this Agreement by it, the performance by it of its obligations
        pursuant to the terms of this Agreement, and the consummation of the
        transactions contemplated hereby, do not and will not, with or without the
        giving of notice or lapse of time, or both:  (a) violate or
        conflict with any term of its certificate of incorporation, by-laws or its
        other
        organizational documents, as the case may be for its form of entity; (b)
        violate
        any provision of law, statute, rule, regulation or executive order to which
        it
        or any of its assets or properties is subject; or (c) violate any judgment,
        order, writ, injunction, ruling or decree of any court or administrative
        body
        applicable to it or its assets or properties.

       

      (d)           Leases.  It
        represents with respect to each Lease as to which it is the landlord, except
        as
        described in Exhibit P, that:

       

      (i)           It
        has the right and power to lease its Leased Premises to the applicable
        BURLINGTON Entity, and has not given any other person or entity the right
        of
        possession to, or the right to occupy, all or any part of the Leased Premises
        for any period after the Closing related to that Leased Premises and that
        no
        part of the leasehold estate for those Leased Premises will be encumbered
        in any
        manner whatsoever except as set forth in Exhibit B-1 and Exhibit P
        hereto or elsewhere in this Agreement;

       

      (ii)           It
        has not been served with any summons or complaint and to its knowledge there
        is
        no litigation pending or threatened in connection with the Leased
        Premises;

       

      (iii)           It
        has not received written notice of any ongoing building or life safety code
        violations with respect to its Leased Premises; and to its knowledge no
        governmental authority is threatening to cite it with respect to any ongoing
        building or life safety code violations with respect to its Leased
        Premises;

       

      (iv)           It
        has not received notice of any special assessments against the Leased Premises
        and it is unaware of any such special assessments; and

       

      (v)           To
        its knowledge, there are no material violations by it or any sublessee of
        laws
        or regulations or agreements existing at or applicable to its Leased Premises
        that would materially adversely affect use of the Leased Premises either
        as a
        retail department store or for the purposes being used on the Effective
        Date.

       


      
        
           

        

        
          17

          
            

          

        

        
           

        

      


      


       

      C.           RVI
        hereby represents and warrants to BURLINGTON as of the date hereof, as
        follows:

       

      (a)           Organization,
        Good Standing of RVI.  It is a corporation validly existing and in
        good standing pursuant to the laws of the State of Ohio, with all requisite
        power and authority to own, lease, and operate its properties and to carry
        on
        its business as presently conducted.

       

      (b)           Authority
        and Capacity; Authorization of Agreement.  The execution and
        delivery of this Agreement and the performance by it of its obligations and
        agreements hereunder have been duly and validly authorized and approved by
        all
        necessary corporate action.

       

      (c)           Execution,
        Delivery, and Performance; Effect of Agreement.  This Agreement
        has been duly executed and delivered by it and constitutes its valid and
        binding
        obligation and is enforceable against it in accordance with its terms except
        as
        limited by:  (i) applicable bankruptcy, insolvency, reorganization,
        moratorium or other laws of general application affecting enforcement of
        creditors’ rights; and (ii) general principles of equity that restrict the
        availability of equitable remedies (regardless of whether enforceability
        is
        considered in a proceeding in equity or at law).  The execution and
        delivery of this Agreement by it, the performance by it of its obligations
        pursuant to the terms of this Agreement, and the consummation of the
        transactions contemplated hereby, do not and will not, with or without the
        giving of notice or lapse of time, or both:  (a) violate or
        conflict with any term of its certificate of incorporation, by-laws or its
        other
        organizational documents, as the case may be for its form of entity; (b)
        violate
        any provision of law, statute, rule, regulation or executive order to which
        it
        or any of its assets or properties is subject; or (c) violate any judgment,
        order, writ, injunction, ruling or decree of any court or administrative
        body
        applicable to it or its assets or properties.

       

      8.           Representations
        and Warranties of BURLINGTON.  BURLINGTON and each Applicable
        BURLINGTON Entity hereby represent and warrant to each VCDS Tenant and each
        SSC
        Landlord as of the date hereof as follows:

       

      (a)           Organization,
        Good Standing.  BURLINGTON and each Applicable BURLINGTON Entity
        is an entity validly existing and in good standing pursuant to the laws of
        the
        state of its organizational jurisdiction, with all requisite power and authority
        to own, lease, and operate its properties and to carry on its business as
        presently conducted.

       

      (b)           Authority
        and Capacity; Authorization of Agreement.  The execution and
        delivery of this Agreement and the performance by BURLINGTON and each Applicable
        BURLINGTON Entity of its obligations and agreements hereunder have been duly
        and
        validly authorized and approved by all necessary entity action.

       

      (c)           Execution,
        Delivery and Performance; Effect of Agreement.  This Agreement has
        been duly executed and delivered by BURLINGTON and each Applicable BURLINGTON
        Entity and constitutes the valid and binding obligation of BURLINGTON and
        each
        Applicable BURLINGTON Entity and is enforceable against BURLINGTON and each
        Applicable BURLINGTON Entity in accordance with its terms except as limited
        by:  (i) applicable bankruptcy, insolvency, reorganization, moratorium
        or other laws of general application affecting enforcement of creditors’ rights;
        and (ii) general principles of equity that restrict the availability of
        equitable remedies (regardless of whether enforceability is considered in
        a
        proceeding in equity or at law).  The execution and delivery by
        BURLINGTON and each 

       

      
        
           

        

        
          18

          
            

          

        

        
           

        

      

      Applicable
        BURLINGTON Entity of this Agreement, the performance by BURLINGTON and each
        Applicable BURLINGTON Entity of its obligations pursuant to the terms of
        this
        Agreement, and the consummation of the transactions contemplated hereby,
        do not
        and will not, with or without the giving of notice or lapse of time, or
        both:  (a) violate or conflict with any term of the certificate of
        incorporation, by-laws or other organizational documents of BURLINGTON and
        each
        Applicable BURLINGTON Entity; (b) violate any provision of law, statute,
        rule, regulation or executive order to which BURLINGTON and each Applicable
        BURLINGTON Entity or any of its assets or property are subject; or (c) violate
        any judgment, order, writ, injunction, ruling or decree of any court or
        administrative body applicable to BURLINGTON and each Applicable BURLINGTON
        Entity or its assets or properties.  No consent, authorization or
        approval from, or registration or filing with, any governmental entity or
        other
        third party is required to be obtained or made by or with respect to BURLINGTON
        and each Applicable BURLINGTON Entity in connection with the execution and
        delivery of this Agreement or the consummation of the transactions contemplated
        hereby.

       

      9.           Covenants
        and Agreements.

       

      9.1           Cooperation.  VCDS
        shall use commercially reasonable efforts to obtain all Estoppel Certificates
        and signatures to the Assignment and Assumption Agreements required pursuant
        to
        the terms of this Agreement.  BURLINGTON shall cooperate with VCDS to
        obtain all Estoppel Certificates, consents and signatures to the Assignment
        and
        Assumption Agreement required pursuant to the terms and conditions of this
        Agreement, including, without limitation, by providing all financial information
        reasonably requested by a Landlord and, BURLINGTON shall negotiate in good
        faith
        for the Required Amendments with respect to the Assignment Leases and the
        102
        Sublease, and SSC shall similarly cooperate with VCDS to obtain all Estoppel
        Certificates, consents and signatures to the Assignment and Assumption
        Agreements required pursuant to the terms of this Agreement with respect
        to the
        SSC Assigned Leases.  VCDS shall cooperate with BURLINGTON in
        BURLINGTON’s efforts to obtain the Required Amendments.  With respect
        to each of the SSC Leases, the SSC Subleases and the 102 Sublease, and each
        Assignment Lease with respect to which the Landlord requires a guaranty of
        the
        Applicable BURLINGTON Entity’s obligations under the Lease as a condition of
        consent to Assignment, BURLINGTON shall execute a Guaranty of the obligations
        of
        the Applicable BURLINGTON Entity in such form as the Landlord or sublessor
        may
        reasonably request.  Neither BURLINGTON nor SSC shall condition its
        negotiations for the Required Amendments on a Landlord’s agreement to make any
        Lease amendments other than the Required Amendments.  However, nothing
        contained in this Section 9.1 will require either BURLINGTON, any Applicable
        BURLINGTON Entity, SSC, or any VCDS Tenant to expend any material sum, make
        a
        material financial commitment or grant or agree to any material concession
        to
        obtain a Required Amendment, where materiality shall be measured in the
        aggregate for all of the Assigned Leases covered by this
        Agreement.  Any sum paid or financial commitment pursuant to the
        preceding sentence shall be made with the mutual agreement, not to be
        unreasonably withheld, of VCDS and BURLIGNTON and shall be shared equally
        by
        VCDS and BURLINGTON.

       

      9.2           Leases;
        Insurance.  During the period from the Effective Date to the
        Closing Date, each VCDS Tenant shall:  (i) comply in all material
        respects with the terms and conditions of each Lease; (ii) maintain its Leased
        Premises in substantially the same or better condition than it is was on
        June 1,
        2007, reasonable wear and tear excepted; (iii) not terminate or modify any
        terms
        or provisions of its Lease; and (iv) shall maintain all insurance coverage
        required to be maintained under the terms of the Lease.

       

      
        
           

        

        
          19

          
            

          

        

        
           

        

      

      9.3           Assignment.  On
        the Closing Date, the respective VCDS Tenant shall: (a) assign each Assignment
        Lease to the Applicable BURLINGTON Entity and assign each SSC Assigned Lease
        to
        SSC, and the Applicable BURLINGTON Entity or SSC, as applicable, shall accept
        such assignment and assume the obligations of the VCDS Tenant under such
        Lease
        pursuant to the respective Assignment and Assumption Agreement; and (b) assign
        all its subleases under the Assignment Leases to the Applicable BURLINGTON
        Entity and assign all the subleases under the SSC Assigned Leases to SSC,
        and
        the Applicable BURLINGTON Entity or SSC, as applicable, shall accept such
        assignment and assume the obligations of the sublessor under such subleases
        pursuant to an assignment and assumption agreement in form reasonably acceptable
        to it and BURLINGTON as to the Assignment Leases and SSC as to the SSC Assigned
        Leases (“Sublease Assignment”).

       

      9.4           Possession,
        Landlord’s Work, Rent Commencement and Rent Credit.

       

      (a)           Possession.  Possession
        of the Leased Premises or Subleased Space, as applicable, shall be delivered
        to
        the Applicable BURLINGTON Entity on the date for such Leased Premises set
        forth
        on Exhibit T hereto (each a “Possession Date”) free of all tenancies and
        occupants (other than as listed on Exhibit B-1 hereof) in broom clean
        condition, with all personal property and trade fixtures removed, and otherwise
        in substantially the same or better condition than it was on June 1, 2007,
        reasonable wear and tear excepted.  In addition, as to any Lease where
        VCDS or SSC is obligated to perform any work to prepare the Leased Premises,
        for
        occupancy by Tenant, as set forth in Exhibit U hereof (“Landlord’s
        Work”), the Landlord’s Work shall have been substantially completed by the
        respective Possession Date.  On the applicable Possession Date, the
        Applicable BURLINGTON Entity shall take possession of each respective Leased
        Premises or Subleased Space, as applicable, and shall accept each Leased
        Premises or Subleased Space, as applicable, in such condition or better than
        it
        was on June 1, 2007, reasonable wear and tear excepted.  In the event
        the applicable VCDS Tenant fails to deliver possession of any Leased Premises
        or
        Subleased Space, as applicable, to BURLINGTON on the applicable Possession
        Date
        in the condition provided in this Section 9.4, all personal property within
        the
        Leased Premises or Subleased Space, as applicable, except that owned by a
        sublessee then in possession of a portion of the Leased Premises or Subleased
        Space, as applicable, shall be deemed abandoned, and the Applicable BURLINGTON
        Entity may retain, sell or otherwise dispose of the same at its sole discretion,
        and VCDS shall pay to BURLINGTON an amount equal to the out-of-pocket costs
        and
        expenses incurred by the Applicable BURLINGTON Entity in placing the Leased
        Premises or Subleased Space, as applicable, in the condition required by
        this
        Section 9.4 (the “Cure Amount”) within ten (10) days of an invoice therefor to
        pay BURLINGTON for such costs.

       

      
        
           

        

        
          20

          
            

          

        

        
           

        

      



      (b)           Landlord’s
        Work.  VCDS shall perform the Landlord’s Work with respect to each
        Assignment Lease and the 102 Sublease as set forth in Exhibit U prior to
        the applicable Possession Date at VCDS’ expense, and SSC shall perform the
        Landlord’s Work with respect to each SSC Sublease set forth on Exhibit U
        with respect to each SSC Lease and SSC Sublease as set forth in Exhibit U
        prior to the applicable Possession Date at VCDS’ expense.  All Leased
        Premises shall be delivered in broom clean condition, free of all personal
        property.

       

      (c)           Work
        Credit.  VCDS shall pay to BURLINGTON in the form of a credit on
        the Purchase Price at Closing an amount equal to the Work Credit amount for
        such
        Lease on Exhibit V hereto, and BURLINGTON shall make the respective
        leasehold improvements set forth on Exhibit V at BURLINGTON’s sole
        expense.  Provided, however, in the event for any Closing the work
        credits applicable to the Leases involved in such Closing exceed the Purchase
        Price to be paid by BURLINGTON in connection with such Closing, the amount
        of
        such excess (the “Carry Over Credit”) shall accrue and be credited upon the
        Purchase Price to be paid at the next closing at which the Purchase Price
        to be
        paid at such Closing exceeds the work credits applicable to such Closing
        plus
        the Carry Over Credit, and if any Carry Over Credit would remain unpaid
        following the last Closing hereunder, VCDS shall pay to BURLINGTON an amount
        equal to such Carry Over Credit at such last Closing.

       

      (d)           Rent
        Commencement Date/Rent Credit.  It is the intention of the parties
        that notwithstanding the delivery of possession of each Leased Premises on
        the
        applicable Possession Date, BURLINGTON, as to each of the Leased Premises,
        shall
        not be obligated to pay rent until August 1, 2008.  Provided, however,
        for any Lease listed on Exhibit Z hereof, for each day after February 15,
        2008 through March 15, 2008 that the Closing is not held and possession of
        the
        Leased Premises delivered the rent shall be abated for one additional day
        after
        August 1, 2008.  If the Closing Date for any Lease listed on
Exhibit Z is not held on or before February 15, 2008, it shall be held on
        or before March 15, 2008, and the date on which it is held shall be referred
        to
        herein as the “Alternate Closing Date.”  Provided further, for any
        Lease, the Closing of which is not held and possession of the Leased Premises
        delivered by the First Closing Date, the Second Closing Date or the Alternate
        Closing Date, as applicable, BURLINGTON shall not be obligated to pay rent
        until
        the first September 1 or March 1 that is at least One Hundred Eighty (180)
        days
        after the Possession Date for that Leased Premises, unless the applicable
        BURLINGTON Entity opens for business with the retail public at those Leased
        Premises, in which case that BURLINGTON Entity’s rent shall commence on that
        date.  In this regard, with respect to the SSC Leases and the SSC
        Subleases, the Applicable BURLINGTON Entity shall commence paying rent in
        accordance with the foregoing.  The date on which the Applicable
        BURLINGTON Entity is obligated to begin paying rent under this Section 9.4(d)
        is
        referred to herein as the “Rent Commencement Date.”  With respect to
        the Assignment Leases, in lieu of paying rent for such period, at Closing
        VCDS
        shall give BURLINGTON a credit on the Purchase Price equal to the rent and
        estimated additional rent that would be due under the Assignment Leases for
        the
        period following the Possession Date through the day before August 1, 2008
        or
        the first September 1 or March 1 that is at least One Hundred Eighty (180)
        days
        after the Possession Date for that Leased Premises, whichever is
        applicable.  The additional rent (and rent, where the Leased Premises
        were open for business with the retail public before such September 1 or
        March,
        as the case may be) shall be reconciled subsequent to the Rent Commencement
        Date
        as provided in Section 13.11.

       


      
        
           

        

        
          21

          
            

          

        

        
           

        

      


      9.5           Access
        Prior to the Closing Date.  Between the Effective Date and the
        earlier of the Closing Date, BURLINGTON shall have access to each Leased
        Premises, and SSC shall have access to the Leased Premises under each SSC
        Assigned Lease, for the purpose of inspecting the same, during regular store
        business hours (unless written consent is otherwise granted by VCDS) upon
        reasonable prior notice to VCDS.  Any entry by BURLINGTON or SSC shall
        be made in a way that does not unreasonably interfere with the business
        activities taking place within the Leased Premises.

       

      10.           Conditions.  The
        obligations of the VCDS Tenant, BURLINGTON and SSC to consummate the
        transactions contemplated by this Agreement are subject to the following
        conditions with respect to each Lease:

       

      10.1           Conditions
        to BURLINGTON’S Obligations.  The obligations of BURLINGTON to
        effectuate the Closing are subject to the satisfaction or waiver at or prior
        to
        the Closing of the following conditions:

       

      (a)           The
        applicable Landlord shall have agreed to consent to the Required Amendments
        to
        each applicable Assignment Lease;

       

      (b)           Where
        such consent is required, the applicable Landlord shall provide written Consent
        to the assignment of the applicable Assignment Lease by VCDS to
        BURLINGTON;

       

      (c)           Where
        the particular Assignment Lease so requires, the applicable Landlord shall
        have
        executed and delivered an Assignment and Assumption Agreement with respect
        to
        each Lease;

       

      (d)           A
        completed and fully executed and reasonably satisfactory Estoppel Certificate
        has been received from each Landlord for each Assignment Lease;

       

      (e)           VCDS
        shall have delivered the documents required to be delivered pursuant to Section
        6.1 and 6.2 of this Agreement;

       

      (f)           SSC
        shall have delivered the documents required to be delivered pursuant to Section
        6.3 of this Agreement;

       

      (g)           RVI
        shall have delivered the RVI Indemnity;

       

      (h)           All
        representations and warranties of the VCDS Tenants contained in this Agreement
        that are qualified by a reference to materiality shall be true and correct
        and
        each other representation and warranty of the VCDS Tenants shall be true
        and
        correct in all material respects in each case as of the date of this Agreement
        and at and as of the Closing Date as if made on that date (except in the
        case of
        representations and warranties that expressly speak as of a specified date
        or
        time need only be true and correct as of such specified time or date, without
        any qualification as to materiality); and

       

      
        
           

        

        
          22

          
            

          

        

        
           

        

      

      (i)           No
        injunction, stay or restraining order shall be in effect prohibiting the
        consummation of the transactions contemplated by this agreement.

       

      (j)           All
        Assigned Leases are to be unencumbered by leasehold mortgages and no person
        or
        entity shall have any security therein.

       

      10.2           Conditions
        to VCDS’ Obligations.  The obligations of the VCDS Tenants to
        effect the Closing are subject to the satisfaction or waiver at or prior
        to the
        Closing of the following conditions:

       

      (a)           BURLINGTON
        shall have delivered the documents required to be delivered pursuant to Sections
        6.2, 6.3 and 6.5 of this Agreement;

       

      (b)           All
        representations and warranties of BURLINGTON and the Applicable BURLINGTON
        Entities contained in this Agreement that are qualified by a reference to
        materiality shall be true and correct and each other representation and warranty
        of BURLINGTON and the Applicable BURLINGTON Entities shall be true and correct
        in all material respects in each case as of the date of this Agreement and
        at
        and as of the Closing Date as if made on that date (except in the case of
        representations and warranties that expressly speak as of a specified date
        or
        time need only be true and correct as of such specified time or date, without
        any qualification as to materiality);

       

      (c)           The
        Applicable BURLINGTON Entity shall acquire the rights, title, and interest
        of
        VCDS under all of the Assignment Leases except the Removed Leases, and SSC
        shall
        acquire the right, title and interest of VCDS under all of the SSC Assigned
        Leases except the Removed Leases, and BURLINGTON shall have executed the
        102
        Sublease; and

       

      (d)           No
        injunction, stay or restraining order shall be in effect prohibiting the
        consummation of the transactions contemplated by this Agreement.

       

      10.3           Condition
        to SSC’s Obligations.  The Obligations of SSC to effect the
        Closing are subject to the satisfaction or waiver at or prior to the Closing
        of
        the following Conditions:

       

      (a)          VCDS
        shall have delivered the instruments required to be delivered pursuant to
        Section 6.4;

       

      (b)          BURLINGTON
        shall have delivered the documents required to be delivered pursuant to Sections
        6.3 and 6.5;

       

      (c)          All
        representations and warranties of the VCDS Tenants contained in this Agreement
        that are qualified by a reference to materiality shall be true and correct
        and
        each other representation and warranty of the VCDS Tenants shall be true
        and
        correct in all material respects in each case as of the date of this Agreement
        and at and as of the Closing Date as if made on that date (except in the
        case of
        representations and warranties that expressly speak as of a specified date
        or
        time need only be true and correct as of such specified time or date, without
        any qualification as to materiality);

       


      
        
           

        

        
          23

          
            

          

        

        
           

        

      


      (d)          SSC
        shall acquire the rights, title and interest applicable to VCDS Tenants under
        all of the SSC Assigned Leases; and

       

      (e)          No
        injunction, stay or restraining order shall be in effect prohibiting the
        consummation of the transactions contemplated by this Agreement.

       

      11.           Termination.

       

      11.1           Termination.  This
        Agreement may be terminated, and the transactions contemplated by this Agreement
        may be abandoned at any time prior to the Closing by:

       

      (a)           the
        mutual written agreement of BURLINGTON, VCDS and SSC;

       

      (b)           Any
        party, if any court of competent jurisdiction or other competent governmental
        authority shall have issued a statute, rule, regulation, order, decree or
        injunction or taken any other action permanently restraining, enjoining or
        otherwise prohibiting all or any portion of the transactions contemplated
        by
        this Agreement and such statute, rule, regulation, order, decree or injunction
        or other action shall have become final and non-appealable;

       

      (c)           VCDS,
        if BURLINGTON does not agree to acquire the rights, title, and interest of
        VCDS
        in all of the Assignment Leases other than the Removed Leases, and SSC does
        not
        agree to acquire the right, title and interest of VCDS in all of the SSC
        Assigned Leases, and BURLINGTON does not agree to execute the 102
        Sublease;

       

      (d)           BURLINGTON,
        in the event:  (i) of a material breach of this Agreement by any VCDS
        Tenant or SSC if the VCDS Tenant or SSC fails to cure such breach within
        ten
        (10) Business Days following notification thereof by BURLINGTON; or (ii)
        the
        satisfaction of any condition to BURLINGTON’S obligations under this Agreement
        becomes impossible or impracticable with the use of commercially reasonable
        efforts if the failure of such condition to be satisfied is not caused by
        a
        breach of this Agreement by BURLINGTON or any Applicable BURLINGTON Entity;
        or

       

      (e)           SSC,
        but only as to the SSC Leases and the SSC Assigned Leases, if BURLINGTON
        does
        not enter into all of the New SSC Leases and all the SSC Subleases.

       

      11.2           Effect
        of Termination.  If this Agreement is validly terminated pursuant
        to Section 11.1, this Agreement will forthwith become null and void and have
        no
        further effect, without any liability on the part of any party hereto or
        its
        affiliates, directors, officers or stockholders, other than the provisions
        of
        this Section 11.2, Section 11.3, and Section 13 hereof.  Nothing
        contained in this Section 11.2 shall relieve any party from liability for
        any
        breach of this Agreement occurring prior to termination.

       

      11.3           Remedies
        for Breach of Agreement.

       

      (a)           In
        the event this Agreement is terminated by VCDS as a result of the failure
        of
        BURLINGTON to timely provide to VCDS the LOC as set forth in Section
        2(b),

       


      
        
           

        

        
          24

          
            

          

        

        
           

        

      


       the
        Deposit shall be paid to VCDS by Escrow Agent as liquidated damages and
        BURLINGTON shall have no other liability hereunder.

       

      (b)           In
        the event BURLINGTON fails to pay the Escrow Agent the remaining balance
        of the
        BURLINGTON Purchase Price as provided in Section 2(a)(ii) or fails to deliver
        the documents required to be delivered pursuant to Sections 6.3 and 6.5 with
        respect to the SSC Leases and the SSC Assigned Leases as provided in Section
        10.3(b) by the Closing Date, VCDS may draw upon the LOC as provided in Section
        2(b), and the Closing will proceed as if the payment under Section 2(a)(ii)
        had
        been made and such default by BURLINGTON shall be deemed waived by
        VCDS.

       

      (c)           In
        the event of a default under the Agreement by BURLINGTON, in lieu of the
        remedies provided in Section 11.3(b) above, VCDS shall be entitled to all
        remedies to which it may be entitled in equity or at law, including specific
        performance of the terms hereof, or termination of this Agreement, in which
        case
        VCDS shall have the right to receive the entire Deposit as liquidated damages
        and not as a penalty.  Provided, however, if the default by BURLINGTON
        is the failure of BURLINGTON or the Applicable BURLINGTON Entity to comply
        with
        a condition of Closing, in addition to the remedies available to VCDS under
        Section 11.3(b) above, such default shall not be deemed waived and VCDS
        shall also be entitled to specific performance of the terms of this
        Agreement.

       

      (d)           In
        the event of a default under this Agreement by any VCDS Tenant or SSC,
        BURLINGTON shall be entitled to all remedies to which it may be entitled
        in
        equity or at law, including specific performance of the terms hereof, or
        termination of this Agreement and return of the Deposit.

       

      12.           Disclaimer.  EXCEPT
        AS PROVIDED HEREIN TO THE CONTRARY AND AS REPRESENTED AND WARRANTED BY VCDS
        HEREIN, EACH LEASED PREMISES SHALL BE DELIVERED TO THE APPLICABLE BURLINGTON
        ENTITY ON THE CLOSING DATE, FREE OF DEFAULTS ON THE PART OF THE RESPECTIVE
        VCDS
        TENANT, AS IS, WHERE IS, AND WITH ALL FAULTS IN ITS THEN EXISTING PHYSICAL
        CONDITION AS OF THE CLOSING DATE, WITHOUT WARRANTY BY VCDS AND WITHOUT ANY
        OBLIGATION ON THE PART OF VCDS TO MAKE ANY REPAIRS, CORRECTIONS OR IMPROVEMENTS
        TO THE LEASED PREMISES AND BURLINGTON’S USE AND OCCUPANCY OF THE LEASED PREMISES
        SHALL BE AT BURLINGTON’S OWN RISK.

       

      13.           Miscellaneous.

       

      13.1           No
        Broker.  VCDS and BURLINGTON each warrant and represent to the
        other that no financial adviser, broker, agent or finder has been retained
        by it
        in connection with this Agreement or any transaction contemplated hereby
        other
        than Clifford N. Simon of CNS Real Estate, whose fees shall be paid for by
        VCDS,
        nor are they aware that any such party is entitled to any fee or other
        compensation on account of this Agreement or any transaction contemplated
        hereby, and VCDS and BURLINGTON agree to indemnify, defend, and hold the
        others
        harmless from all losses or claims based on or arising out of any assertion
        by
        any such party that it is entitled to any fee or compensation due to an
        agreement made by such party and the indemnitor in violation of the
        forgoing.  VCDS warrants and represents that all commissions and
        brokerage fees have been fully paid with respect to each Assigned Lease as
        to
        the entire term of such Lease, all yet unexercised renewal rights, and all
        term
        extensions, purchases of the Leased Premises or expansions of the Leased
        Premises and that no BURLINGTON Entity will be responsible for paying any
        such
        commissions or brokerage fees.

       

      
        
           

        

        
          25

          
            

          

        

        
           

        

      

      13.2           Notices.  Any
        notice or other communication given by any party hereto to the other relating
        to
        this Agreement (“Notice[s]”) shall be:  (a) personally delivered or
        transmitted by facsimile with a hard copy to follow by first class mail;
        (b)
        sent by first class, certified mail, return receipt requested; or (c) delivered
        by a recognized overnight courier service that provides a delivery receipt,
        addressed to such other party at the respective addresses set forth
        below:

       

      If
        to BURLINGTON or any Applicable
        BURLINGTON Entity:

       

      Burlington
        Coat Factory Warehouse Corporation

      1830
        Route 30

      Burlington,
        New Jersey 08016

      Attn:  General
        Counsel

      Phone
        No.                                (609)
        387-7000 Ext. 2022

      Fax
        No.                      (609)
        239-9675

      


      With
        a
        copy to:

      


      Ira
        Meislik

      Meislik
        & Meislik

      66
        Park
        Street

      Montclair,
        New Jersey 07042

      Phone
        No.
        (973) 783-3000

      Fax
        No.                      (973)
        744-5757

      


      If
        to any
        VCDS Tenant:

      


      Value
        City Department Stores LLC

      3241
        Westerville Road

      Columbus,
        Ohio  43224

      Attn:
        General Counsel

      Phone
        No.                                (614)
        478-3424

      Fax
        No.                      (614)
        337-4682

      


      With
        a
        copy to:

      Retail
        Ventures

      3241
        Westerville Road

      Columbus,
        Ohio 43224

      Attn:
        Chief Financial Officer

      Phone
        No.                                (614)
        478-2300

      Fax
        No.                      (614)
        473-2721

       

      and
        to:

       

      
        
           

        

        
          26

          
            

          

        

        
           

        

      

      Vorys,
        Sater, Seymour and Pease LLP

       

      52
        East
        Gay Street

       

      P.O.
        Box
        1008

       

      Columbus,
        Ohio 43216-1008

       

      Attn:  Stephen
        R. Buchenroth

       

      Phone
        No.
        (614) 464-6366

       

      Fax
        No.     (614) 719-4648

       

      If
        to any
        SSC Landlord:

       

      Schottenstein
        Stores Corporation

                      1800
        Molder
        Road

                      Columbus,
        Ohio  43207

       

      Attn:  Tod
        H. Friedman

       

      Phone
        No.                                (614)
        449-4329

       

      Fax
        No.                      (614)
        443-0972

       

      With
        a
        copy to:

       

      Vorys,
        Sater, Seymour and Pease LLP

                      52
        East Gay
        Street

                      P.O.
        Box
        1008

                      Columbus,
        OH  43216-1008

       

      Attn:  Stephen
        R. Buchenroth

       

      Phone
        No.                                (614)
        464-6366

       

      Fax
        No.                      (614)
        719-4648

       

      Any
        such notice or other communication
        shall be deemed to have been sufficiently given for all purposes hereof the
        next
        Business Day after delivery to a recognized overnight carrier who provides
        a
        delivery receipt.  Notice by fax will be deemed received on the date
        of transmission, provided it was sent before 4:30 P.M. on a Business Day,
        otherwise it will be deemed received on the next Business Day.  Any
        Notice sent by fax must be confirmed by the sending of a copy of that Notice
        no
        later than the next Business Day by a recognized overnight carrier who provides
        a delivery receipt.

       

      13.3           Like-Kind
        Exchange.  At the request of BURLINGTON or VCDS, the other party
        shall cooperate in connection with any tax free exchange pursuant to Internal
        Revenue Code Section 1031 desired by the requesting party, provided
        that:  (a) in no event shall the cooperating party incur any cost or
        expense in connection with such exchange; (b) the cooperating party shall
        not be required to incur or assume any obligation or liability in connection
        with such exchange; (c) in no event shall the Closing be delayed; and (d)
        the
        requesting party shall indemnify and hold the cooperating party harmless
        from
        and against any and all losses, claims, expenses, or actions arising or
        resulting from the cooperating party’s participation in any such
        exchange.

       

       

      
        
           

        

        
          27

          
            

          

        

        
           

        

      

                13.4Section
        Headings.  The headings used in this Agreement have been inserted
        for convenience only and shall not be considered for the purpose of determining
        the meaning or legal effect of any of the provisions of this
        Agreement.

       

                13.5           Facsimiles.  Either
        party hereto may execute this document by facsimile signature, which facsimile
        signature shall be deemed to be an original signature; provided however,
        delivery of an executed counterpart by telecopy shall be as effective as
        delivery of a manually executed counterpart hereto provided that an original
        executed counterpart is delivered within two (2) days from delivery of the
        telecopy counterpart.

       

      13.6           Counterparts.  This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument.

       

      13.7           Casualty
        and Condemnation.  If, prior to the Closing Date applicable to a
        Lease, any Leased Premises is destroyed or damaged to such an extent that
        the
        Lease is not and may not be terminated as the result thereof, the parties
        shall
        close with respect to such Lease and all proceeds of insurance or condemnation
        awards payable to the VCDS Tenant for loss of items of or interests in the
        real
        property (including the leasehold interest) by reason of such damage or
        condemnation shall be paid or assigned to the Applicable BURLINGTON Entity
        with
        respect to the Assignment Leases and SSC with respect to the SSC Assigned
        Leases, together with an assignment of that VCDS’s Tenant’s rights to such
        proceeds together with payment from VCDS in the amount of any applicable
        insurance deductible or self-insured retention.

      


      13.8           Assignments.  Except
        as otherwise provided herein, this Agreement may not be assigned by any party
        without the consent of the others.  Subject to the foregoing, this
        Agreement shall be binding upon and inure to the benefit of the parties hereto
        and their respective successors and assigns.

       

      13.9           Entire
        Agreement.  This Agreement constitutes the entire agreement
        between the parties hereto with respect to the subject matter hereof and
        supersedes any and all written or oral agreements with respect
        hereto.  This Agreement may be amended or modified only by an
        instrument signed by all of the parties hereto.  This Agreement shall
        be construed in accordance with the laws of the State of Ohio as if it had
        been
        negotiated and executed in, and was to be wholly performed in Ohio.

       

      13.10                      Severability.  If
        any clause or provision of this Agreement is deemed by a court of law illegal,
        invalid, or unenforceable under any present or future law, the remainder
        of this
        Agreement shall not be affected thereby.  It is the intention of the
        parties that if any such provision is held to be illegal, invalid, or
        unenforceable, there shall be added in lieu thereof a provision as similar
        in
        terms to such provision as is possible and still be legal, valid and
        enforceable.

       

      13.11                      Prorations.

       

      (a)           All
        normal and customarily proratable items, including without limitation, rent,
        real estate and personal property taxes and assessments, (except utility
        bills
        as

       


      
        
           

        

        
          28

          
            

          

        

        
           

        

      


       hereinafter
        provided), operating expense payments, percentage rent payments and all other
        charges payable by the VCDS Tenants under the Leases shall be prorated as
        to
        each Lease as of the applicable Rent Commencement Date, with the VCDS Tenant
        being charged and credited for all of the same relating to the period up
        to (but
        not including) the applicable Rent Commencement Date and the Applicable
        BURLINGTON Entity or SSC, as applicable, being charged and credited for all
        of
        the same relating to the period on and after the applicable Rent Commencement
        Date.  The Purchase Price to be paid by BURLINGTON after adjustment
        for the items below with respect to the Assigned Leases shall be called the
        “Adjusted Purchase Price.”  With respect to the SSC Assigned Leases,
        the net adjustments set for the items set forth in this Section 13.11 shall
        be
        paid by SSC to VCDS or by VCDS to SSC, as applicable, at the
        Closing.  In that respect, with respect to the SSC Assigned Leases,
        whenever the term “BURLINGTON” is used in paragraphs (b) through (f) and
        paragraph (i) of this Section 13.11, it shall be deemed to mean
        SSC.

       

      (b)           Percentage
        Rent.  In the event that the gross sales (on an average daily
        basis) of VCDS for the lease year in which the Closing Date occurs exceed
        the
        threshold sales amount (on an average daily basis) for percentage rent under
        such Lease (the “Percentage Rent Threshold”), VCDS and BURLINGTON agree that
        VCDS shall be liable for an amount of the percentage rent due for that lease
        year equal to a fraction, the numerator of which is the amount of VCDS’ gross
        sales used for the computation of percentage rent under the Lease (“Gross
        Sales”) during the portion of the period of time to which such percentage rent
        relates (the “Calculation Year”) and the denominator of which is the total Gross
        Sales for such Calculation Year.  The balance shall be paid by
        BURLINGTON.  Upon the determination that percentage rent is due for
        such lease year, BURLINGTON shall notify VCDS of the amount thereof and VCDS
        shall pay to BURLINGTON the amount thereof due from VCDS within thirty (30)
        days
        from the date of such notice.  VCDS shall provide BURLINGTON with all
        gross sales information necessary, pursuant to the applicable Lease, to
        determine percentage rent for such lease year within thirty (30) days after
        the
        Closing Date.

       

      (c)           Additional
        Rent Items.  Upon reconciliation by Landlord of real estate taxes,
        insurance premiums or common area costs for the year in which the Closing
        Date
        occurs, a calculation shall be made by either VCDS or BURLINGTON as to the
        amounts that each such party should have paid toward such real estate taxes,
        insurance premiums or common area costs for that year.  VCDS and
        BURLINGTON agree that VCDS shall be liable for a portion of the deficiency
        due
        for that year equal to a fraction, the numerator of which is the number of
        days
        in the reconciled year through the day before the applicable Possession Date
        and
        the denominator of which is the number of days in such reconciled
        year.  The balance shall be paid by BURLINGTON.  Upon the
        determination that a deficiency for any such item is due for such year,
        BURLINGTON shall notify VCDS of the amount thereof and VCDS shall pay to
        BURLINGTON such amount due from VCDS within twenty (20) days from the date
        of
        such notice.  If, on the other hand, a reconciliation of any such item
        reveals VCDS’ payment to the applicable Landlord exceeded its share of such
        item, BURLINGTON shall remit to VCDS the amount of such excess payment made
        by
        VCDS.  Such remission shall be made to VCDS within twenty (20) days
        after demand therefor from VCDS.  Within five (5) Business Days after
        BURLINGTON’s receipt of any reconciliation from a Landlord, BURLINGTON shall
        send complete copies to VCDS of whatever was received by
        BURLINGTON.

       


      
        
           

        

        
          29

          
            

          

        

        
           

        

      


      (d)           If
        separately metered, final readings and final billings for utilities will
        be made
        if possible as of the day before the applicable Possession Date, in which
        event
        no proration shall be made with respect to utility bills.  Otherwise,
        a proration shall be made based upon the parties’ reasonable good faith estimate
        within 30 days from the applicable Possession Closing Date or such later
        date as
        shall be necessary so that such readjustment may be based upon actual bills
        for
        such utilities.  VCDS shall be entitled to receive a return of all
        deposits presently in effect with the utility providers, and BURLINGTON shall
        be
        obligated to make its own arrangements for deposits with the utility
        providers.

       

      (e)           No
        proration will be made with respect to insurance premiums for insurance policies
        carried by VCDS with respect to its Lease, and such insurance policies will
        not
        be assigned to BURLINGTON.

       

      (f)           The
        cash security deposits or last month’s rent paid by VCDS under its Lease shall
        be assigned by VCDS to BURLINGTON at Closing with an adjustment in the Closing
        Payment.

       

      (g)           Adjustment
        to the Purchase Price shall be made to comport with the provisions of Section
        13.7 dealing with damage from casualty or condemnation.

       

      (h)           The
        Purchase Price shall be adjusted by the Break Up Fee as provided in Section
        3(e).

       

      (i)           On
        or before two (2) days prior to the Closing Date, VCDS shall prepare and
        deliver
        to BURLINGTON a detailed statement (“Settlement Statement”) setting forth the
        manner of computation of the aforesaid proration adjustments for review and
        approval of BURLINGTON.

       

      (j)           In
        recognition of the fact that the Closing Date will occur prior to the applicable
        Rent Commencement Dates, prorations on the Settlement Statement shall be
        estimated for the purpose of the Closing, and then reconciled by the parties
        following the Closing Date within sixty (60) days after the last Rent
        Commencement Date and otherwise in accordance with the provisions of Section
        13.11(a).

       

      (k)           The
        provisions of this Section 13.11 shall survive the Closing with respect to
        each
        Lease for a period of six (6) months after a final accounting under the
        applicable Lease, for the year in which the Closing Date occurred, has been
        rendered.

       

      13.12                      Amendment.  No
        provision of this Agreement shall be deemed waived, amended, or modified
        by
        either party, unless it is in writing and signed by all of the parties to
        this
        Agreement.

       

      13.13                      Third
        Party Beneficiaries.  Nothing in this Agreement shall confer any
        rights upon any person or entity other than the parties hereto (except any
        permitted successors or assigns).

       


      
        
           

        

        
          30

          
            

          

        

        
           

        

      


      13.14                      Expenses.  Each
        party hereto shall pay its own expenses, including, without limitation,
        attorneys’ fees, in connection with the Agreement, the performance of its
        obligations hereunder, and the consummation of the transactions contemplated
        hereby.

       

      13.15                      Default
        by BURLINGTON or Any BURLINGTON Entity.  The parties hereto agree
        that if BURLINGTON or any BURLINGTON Entity fails to complete the Closing
        on the
        Closing Date or otherwise defaults hereunder, VCDS shall have the right without
        notice to draw upon the LOC for all damages it has suffered, including but
        not
        limited to the entire Purchase Price and to receive the deposit held by Escrow
        Agent.

       

      13.16                      Business
        Days.  A “Business Day” is a Monday through Friday that is not a
        legal holiday in either Ohio or New Jersey.  If any date for
        performance under this Agreement falls on a Saturday, Sunday, legal holiday
        or
        any day on which banks are closed in either Ohio or New Jersey, then the
        required performance shall occur on the next succeeding Business
        Day.

       

      13.17                      Knowledge.  Wherever
        in this Agreement, reference is made to the knowledge of VCDS, such knowledge
        is
        limited to the personal knowledge of the individual signing this Agreement
        on
        behalf of VCDS and an examination of the leasing files maintained, in the
        ordinary course of business, by or on behalf of VCDS with respect to the
        specific Leased Premises and the individuals listed on Exhibit W
        hereof.

       

      13.18                      Execution
        of This Agreement by SSC.  SSC is executing this Agreement for the
        sole purpose of indicating its agreement with BURLINGTON and VCDS and the
        Applicable BURLINGTON Entities to enter into the SSC Lease Transactions and
        the
        SSC Subleases pursuant to Sections 1(b), 1(c), 3(c), 6.3, 6.4, 9.5, 10.3
        and
        11.1 hereof.  SSC shall have no other obligations or liability
        hereunder, including, without limitation, liability for any representations
        or
        warranties made by VCDS or any other party hereunder.

       

      13.19                      Execution
        of This Agreement by RVI.  RVI is executing this Agreement for the
        sole purpose of indicating its agreement with Burlington and the Applicable
        BURLINGTON Entities pursuant to Sections 6.6 and 7C hereof.  RVI shall
        have no other obligations or liability hereunder, including without limitation,
        liability for any representations or warranties made by VCDS or any other
        party
        hereunder.

       

      13.20  Hazardous
        Materials.  VCDS shall indemnify and hold BURLINGTON and each
        Applicable BURLINGTON Entity harmless from and against any and all claims
        of any
        nature, costs (including, without limitation, reasonable attorney’s fees), and
        expenses relating to or arising out of any Hazardous Material at or about
        any of
        the Leased Premises where such Hazardous Material were present on the day
        that
        the Applicable VCDS Entity delivered possession of those Leased Premises
        to the
        Applicable BURLINGTON Entity in the condition required by this
        Agreement.  Notwithstanding the foregoing, this agreement to indemnify
        and hold BURLINGTON or an Applicable BURLINGTON Entity harmless shall not
        pertain to any asbestos containing material at all or to any Hazardous Material
        not reported to VCDS by the second (2nd) anniversary of such delivery of
        possession.  For purposes of this Agreement, “Hazardous Material”
shall mean any substance, chemical, compound, product, solid, gas, liquid,
        waste, byproduct, pollutant, contaminant, or material which is hazardous
        or
        toxic, and includes, without limitation: (a) asbestos, polychlorinated
        biphenyls, and petroleum (including crude oil or


      
        
           

        

        
          31

          
            

          

        

        
           

        

      


      any
        fraction thereof); and (b) any such material classified or regulated as
“hazardous” or “toxic” pursuant to any federal, state or local law.

      


      13.21                      Confidentiality.  Except
        with the consent of each of RVI, VCDS and BURLINGTON, no party shall disclose
        the terms and provisions of this Agreement, except to the extent such
        disclosure: (a) is reasonably required to obtain the Landlord consents; (b)
        is
        required by law; (c) is of a matter which has become public through no fault
        of
        the party who thereafter discloses such matter; (d) is reasonably required
        for
        the consummation of the transactions contemplated by this Agreement; or (e)
        is
        to consultants, attorneys or financial sources who need to know such information
        in connection with their services to a party, provided that the party has
        informed any such person of the confidential nature of such
        information.  RVI, VCDS and BURLINGTON shall cooperate and coordinate
        in good faith with respect to any public announcement with respect to the
        execution of this Agreement and the transactions contemplated
        hereby.

      


      IN
        WITNESS WHEREOF, VCDS and BURLINGTON
        have executed this Agreement as of the date first written above.

       

      VALUE
        CITY DEPARTMENT STORES LLC

      


      


      By:
        /s/James A.
        McGrady                                           

            Name:  James
        A. McGrady

            Title:    Vice
        President

      


      GB
        RETAILERS, INC.

      


      


      By:
        /s/ James A.
        McGrady                                                                 

             Name:
        James A. McGrady

             Title:   Chief
        Financial Officer

      


      SCHOTTENSTEIN
        STORES CORPORATION

      


      


      By:
        /s/ Benton E. Kraner

             Name:  Benton
        E. Kraner

             Title:

      


      RETAIL
        VENTURES, INC.

      


      


      By:
        /s/ James A. McGrady

              Name:  James
        A. McGrady

              Title:    Chief
        Financial Officer


      
        
           

        

        
          32

          
            

          

        

        
           

        

      


      


      TRUSS
        REALTY CO.

      


      


      By:
        /s/  Jay L.
        Schottenstein                                           

             Name:
        Jay L. Schottenstein

              Title:

      


      VALLEY
        FAIR CORPORATION

      


      


      By:
        /s/
 Jay L.
        Schottenstein                                           

             Name:  Jay
        L. Schottenstein

             Title:

      


      EAST
        MAIN
        CENTERS-I LLC

      


      


      By:
        /s/  Jay L.
        Schottenstein                                           

             Name:
        Jay L. Schottenstein

             Title:

      


      INDEPENDENCE
        LIMITED LIABILITY

      COMPANY

      


      


      By:
        /s/   Jay L.
        Schottenstein                                           

             Name:  Jay
        L. Schottenstein

             Title:

      


      BURLINGTON
        COAT FACTORY WAREHOUSE CORPORATION

      


      


      By:
        /s/  Mark A.
        Nesci                                                                           

             Mark
        A. Nesci, Chief Executive Officer

      


      BURLINGTON
        COAT FACTORY OF OHIO, LLC, an Ohio limited liability company

      


      By:
        BURLINGTON COAT FACTORY

             WAREHOUSE
        CORPORATION, its

              Sole
        Member

      


      By:
        /s/  Mark A.
        Nesci                                                                            

      Mark
        A. Nesci, Chief Executive
        Officer


      
        
           

        

        
          33

          
            

          

        

        
           

        

      


      


      


      BURLINGTON
        COAT FACTORY OF KENTUCKY, LLC,

      a
        Kentucky limited liability company

      


      By:
        BURLINGTON COAT FACTORY

             WAREHOUSE
        CORPORATION, its

              Sole
        Member

      


      


      By:
/s/  Mark
        A.
        Nesci                                                                            

      Mark
        A. Nesci, Chief Executive
        Officer

      


      


      


      BURLINGTON
        COAT FACTORY OF NEW JERSEY, LLC,

      a
        New
        Jersey limited liability company

      


      By:
        BURLINGTON COAT FACTORY

             WAREHOUSE
        CORPORATION, its

              Sole
        Member

      


      


      By:
/s/  Mark
        A.
        Nesci                                                                            

      Mark
        A. Nesci, Chief Executive
        Officer

      


      


      BURLINGTON
        COAT FACTORY OF PENNSYLVANIA, LLC,

      a
        Pennsylvania limited liability company

      


      By:
        BURLINGTON COAT FACTORY

             WAREHOUSE
        CORPORATION, its

              Sole
        Member

      


      


      By:
/s/  Mark
        A.
        Nesci                                                                             

      Mark
        A. Nesci, Chief Executive
        Officer


      
        
           

        

        
          34

          
            

          

        

        
           

        

      


      


      


      BURLINGTON
        COAT FACTORY OF MARYLAND, LLC,

      a
        Maryland limited liability company

      


      By:
        BURLINGTON COAT FACTORY

             WAREHOUSE
        CORPORATION, its

              Sole
        Member

      


      


      By:
/s/  Mark
        A.
        Nesci                                                                            

      Mark
        A. Nesci, Chief Executive
        Officer

      


      


      BURLINGTON
        COAT FACTORY OF DELAWARE, LLC,

      a
        Delaware limited liability company

      


      By:
        BURLINGTON COAT FACTORY

             WAREHOUSE
        CORPORATION, its

              Sole
        Member

      


      


      By:
/s/  Mark
        A.
        Nesci                                                                            

      Mark
        A. Nesci, Chief Executive
        Officer

      


      


      


      BURLINGTON
        COAT FACTORY OF GEORGIA, LLC,

      a
        Georgia
        limited liability company

      


      By:
        BURLINGTON COAT FACTORY

             WAREHOUSE
        CORPORATION, its

              Sole
        Member

      


      


      By:
/s/  Mark
        A.
        Nesci                                                                            

      Mark
        A. Nesci, Chief Executive
        Officer

      


      



      
        
           

        

        
          35

          
            

          

        

        
           

        

      


      BURLINGTON
        COAT FACTORY OF NORTH CAROLINA, LLC,

      A
        North
        Carolina limited liability company

      


      By:
        BURLINGTON COAT FACTORY

             WAREHOUSE
        CORPORATION, its

              Sole
        Member

      


      


      By:
/s/  Mark
        A.
        Nesci                                                                              

      Mark
        A. Nesci, Chief Executive
        Officer

      


      


      BURLINGTON
        COAT FACTORY OF MISSOURI, LLC,

      A
        Missouri limited liability company

      


      By:
        BURLINGTON COAT FACTORY

             WAREHOUSE
        CORPORATION, its

              Sole
        Member

      


      


      By:
/s/  Mark
        A.
        Nesci                                                                            

      Mark
        A. Nesci, Chief Executive
        Officer

      



      
        
           

        

        
          36

          
            

          

        

        
           

        

      


      


      EXHIBIT
        A

       

      BURLINGTON
        AFFILIATED ENTITIES

       

      


      
        


         

        
          	
                  Applicable
                    BURLINGTON Entity

                	
                  Leases
                    to be Acquired

                
	
                  1.  Burlington
                    Coat Factory of Ohio, LLC

                   

                   

                	
                  102,
                    107, 136, 144, 153, 181

                   

                
	
                  2.  Burlington
                    Coat Factory of Kentucky, LLC

                   

                   

                	
                  110,
                    145

                   

                
	
                  3.  Burlington
                    Coat Factory of New Jersey, LLC

                   

                   

                	
                  129,
                    189, 401, 402

                   

                
	
                  4.  Burlington
                    Coat Factory of Pennsylvania, LLC

                   

                   

                	
                  152,
                    158, 177, 188

                   

                
	
                  5.  Burlington
                    Coat Factory of Maryland, LLC

                   

                   

                	
                  162,
                    164, 167, 403

                   

                
	
                  6.  Burlington
                    Coat Factory of Delaware, LLC

                   

                   

                	
                  185

                   

                
	
                  7.  Burlington
                    Coat Factory of Georgia, LLC

                   

                   

                	
                  196

                   

                
	
                  8.  Burlington
                    Coat Factory of North Carolina, LLC

                   

                   

                	
                  198

                   

                
	
                  9.  Burlington
                    Coat Factory of Missouri, LLC

                   

                   

                	
                  425

                


        

        


         




      


       

       

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      EXHIBIT
        L

      


      FORM
        OF ESCROW AGREEMENT

      


      This
        ESCROW AGREEMENT, dated as of
        the ____ day of __________, 2007 (the “Escrow Agreement”), by and among Value
        City Department Stores LLC, an Ohio limited liability company having an address
        of 3241 Westerville Road, Columbus, Ohio 43224 (“VCDS”); Burlington Coat Factory
        Warehouse Corporation, a Delaware corporation having an address of 1830 Route
        30, Burlington, New Jersey 08016 (“Burlington”); Schottenstein Stores
        Corporation, an Ohio corporation having an address of 1800 Moler Road, Columbus,
        Ohio (“SSC”); Retail Ventures, Inc. (“RVI”); and Clean Title Agency, Inc., dba
        Hummel Title Agency, an Ohio corporation having an address of 2715 East Main
        Street, Bexley, Ohio 43209 (“Escrow Agent”).

       

      R
        E CI T
        A L S

       

      A.           On
        ___________, 2007, VCDS and GB Retailers, Inc. (collectively, the “VCDS
        Tenants”), Burlington and certain affiliates of Burlington (collectively, the
“Burlington Entities”), and SSC and certain entities related to SSC (the “SSC
        Landlords”) entered into an Agreement to Acquire Leases and Lease Properties
        pursuant to which (i) the Burlington Entities agreed to purchase from the
        VCDS
        Tenants and assume, and the VCDS Tenants agreed to sell and assign to the
        Burlington Entities, all of VCDS’ right, title and interest as tenant under
        certain Assignment Leases as described therein, and (ii) SSC agreed to acquire
        from the VCDS Tenants and assume, and the VCDS Tenants agreed to assign to
        SSC
        all of VCDS’ rights, title and interest as tenants under certain SSC Assigned
        Leases and to thereafter sublease a portion of the Leased Premises thereunder
        to
        the Applicable Burlington Entity which agreed to enter into such SSC Sublease,
        (iii) the Burlington Entities and the SSC Landlords agreed to enter into
        certain
        New SSC Leases as described therein, (iv) VCDS and Burlington agreed to enter
        into a Sublease for a portion of Store No. 102 (the “Lease Acquisition
        Agreement”), and RVI agreed to provide a certain indemnity and hold harmless
        agreement (“RVI Indemnity Agreement”).

       

      B.           Section
        2(a) of the Lease Acquisition Agreement provides for the payment of the Deposit
        to Escrow Agent to be held in escrow, and Section 2(c) of the Lease Acquisition
        Agreement provides for the payment of the balance of the Purchase Price to
        Escrow Agent at Closing to be disbursed by Escrow Agent.

       

      C.           Sections
        6.1, 6.2, 6.3, 6.4 and 6.5 of the Lease Acquisition Agreement provide for
        the
        delivery by VCDS, Burlington, SSC and Retail Ventures, Inc. to the Escrow
        Agent
        of various indemnification agreements, estoppel certificates, consents,
        assignment and assumption agreements, New SSC Leases, lease termination
        agreements, settlement statements and related documents in connection with
        the
        Closing (collectively, the “Closing Documents”).

       

      D.           Section
        6.6 of the Lease Acquisition Agreement provides for Escrow Agent to
        deliver:  (i) the Closing Payment to VCDS; and (ii) the Closing
        Documents to the parties entitled thereto.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


       

      E.           The
        parties wish to agree and to instruct Escrow Agent as to when and to
        whom:  (i) the Deposit is to be disbursed, (ii) the Closing
        Payment is to be disbursed; and (iii) the Closing Documents are to be
        delivered.

       

      NOW,
        THEREFORE, in consideration of the promises and premises contained herein
        and
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the parties agree as follows:

       

      TERMS

       

      1.  Recitals/Definitions.  The
        Recitals are incorporated into and made part of this Escrow
        Agreement.  All defined terms used in this Escrow Agreement which are
        not defined herein shall have the meaning ascribed to such terms in the
        Agreement to Acquire Leases.

       

      2.  Appointment.  Burlington,
        VCDS and SSC hereby appoint Escrow Agent on the terms and conditions set
        forth
        herein, and Escrow Agent accepts the appointment upon the terms and conditions
        set forth herein.

       

      3.  Delivery
        to Escrow Agent.  On or before the respective dates set forth in
        the Lease Acquisition Agreement (a) Burlington shall deliver the Deposit
        and the
        balance of the Purchase Price to Escrow Agent, (b) VCDS, SSC, RVI and
        Burlington shall deliver the Closing Documents to Escrow Agent.

       

      4.  Duties
        of Escrow Agent.  Escrow Agent shall hold the Deposit, the balance
        of the Purchase Price and the Closing Documents in escrow, and shall disburse
        such funds and deliver the Closing Documents only in accordance with the
        following provisions:

       

      (a)           Escrow
        Agent shall hold the Deposit in an interest bearing account at a federally
        insured financial institution or as otherwise jointly directed by VCDS and
        Burlington.  The interest so earned shall become part of the Deposit
        and shall be considered as income to the party receiving the Deposit, which
        party shall be responsible for the payment of any and all federal and state
        income taxes applicable to such interest.

       

      (b)           In
        the event Burlington fails to timely deliver to VCDS the LOC as provided
        in
        Section 2(b) of the Lease Acquisition Agreement and VCDS elects to terminate
        the
        Lease Acquisition Agreement as a result thereof, VCDS shall deliver a
        termination notice to Burlington and Escrow Agent, and unless Escrow Agent
        receives written notice from Burlington that it has delivered the LOC to
        VCDS,
        together with a copy of such LOC, within five (5) calendar days thereafter,
        Escrow Agent shall deliver the entire Deposit to VCDS.

       

      (c)           Upon
        Closing, Escrow Agent shall deliver the Closing Payment to VCDS at Closing
        as
        reflected on the Settlement Statement and shall deliver the Closing Documents
        as
        instructed by Burlington, VCDS and SSC.

       

      (d)           In
        the event Burlington defaults under the Lease Acquisition Agreement and as
        a
        result thereof VCDS exercises its right pursuant to Section 11.3(c) of the
        Lease

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


       Acquisition
        Agreement by sending a notice of such default to Burlington and Escrow Agent,
        and unless Escrow Agent receives a written objection from Burlington within
        five
        (5) calendar days of receipt of such notice, Escrow Agent shall deliver the
        entire Deposit to VCDS.

       

      (e)           In
        the event Burlington elects to terminate the Lease Acquisition Agreement
        as a
        result of a default by VCDS or SSC thereunder as permitted in Section 11.3(d)
        thereof by sending a termination notice to VCDS, SSC and Escrow Agent, unless
        Escrow Agent receives a written objection from VCDS within five (5) calendar
        days of receipt of such notice, Escrow Agent shall deliver the entire Deposit
        to
        Burlington.

       

      (f)           In
        the event either VCDS or Burlington timely objects to a disbursement of the
        Deposit pursuant to paragraph 4(b), (c) or (d) above, Escrow Agent shall
        hold
        the Deposit and may elect to either:  (i) continue to hold the Deposit
        until Escrow Agent receives a written agreement between Burlington and VCDS
        directing the disbursement of the Deposit or until ordered by a court of
        competent jurisdiction, as the case may be, in which event Escrow Agent shall
        disburse the Deposit in accordance with such agreement or court order; or
        (ii)
        place the Deposit into any court of competent jurisdiction and bring an action
        of interpleader or any other proceeding.

       

      (g)           In
        the event of any litigation between Burlington and VCDS, Escrow Agent may
        place
        the Deposit or any other sum with the clerk of the court in which such
        litigation is pending.  Upon the making of such deposit, Escrow Agent
        shall be relieved of its duties hereunder and shall have no liability thereafter
        to any party whatsoever.

       

      5.  Liability.  Upon
        delivery of all amounts and all Closing Documents held by it in accordance
        with
        this Escrow Agreement, Escrow Agent shall be relieved of all liability
        hereunder.

       

      6.  Uncertainty
        of Duties.  In the event that Escrow Agent shall be uncertain as
        to its duties or rights hereunder or shall receive instructions which, in
        the
        exercise of its reasonable judgment, it believes to be in conflict either
        with
        other instructions received by it or with any provision of this Escrow
        Agreement, Escrow Agent shall have the absolute right to suspend all further
        performance under this Escrow Agreement (except for the safekeeping of the
        Deposit, the balance of the Purchase Price and Closing Documents it is holding
        hereunder) until the resolution of such uncertainty or conflicting instructions
        to the Escrow Agent’s sole satisfaction by final judgment of a court of
        competent jurisdiction, joint written instructions from Burlington and VCDS,
        or
        otherwise.  In the event that any controversy arises between
        Burlington and VCDS with respect to this Escrow Agreement, Escrow Agent shall
        not be required to determine the proper resolution of such controversy and
        shall
        have the absolute right, in its sole discretion, to file a suit in interpleader
        and obtain an order from the court requiring Burlington and VCDS to litigate
        in
        such court their respective claims arising out of or in connection with this
        Escrow Agreement.  In the event of any dispute whatsoever among
        Burlington and VCDS with respect to disposition of the Deposit or the Closing
        Payment, Burlington and VCDS shall pay the attorneys’ fees and disbursements
        incurred by Escrow Agent (which said parties shall share equally, but for
        which
        said parties shall be jointly and severally liable) for any litigation in
        which
        Escrow Agent is named as, or becomes, a party.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      7.  Limitation
        of Duties of Escrow Agent.  The duties of Escrow Agent shall be
        limited to and determined solely by the express provisions of this Escrow
        Agreement and no implied duties shall be read into this Escrow Agreement
        against
        Escrow Agent.  Escrow Agent is not bound by and is under no duty to
        inquire into the terms or validity of any other agreements or documents which
        may be related to or deposited with Escrow Agent in connection with this
        Agreement.

       

      8.  Reliance.  Escrow
        Agent may rely upon any written notice, instruction or request delivered
        to it
        hereunder and believed by it to be genuine and to have been signed or presented
        by the proper party or parties.

       

      9.  Good
        Faith.  Escrow Agent shall not be liable for any act which Escrow
        Agent may do or omit to do hereunder, or for any mistake of fact or law,
        or for
        any error of judgment, or for the conduct of any employee, agent or attorney
        appointed by it, while acting in good faith, unless caused by or arising
        from
        its or its employees, agents or attorneys’ gross negligence or willful
        misconduct.

       

      10.  Indemnification.  Burlington
        and VCDS, jointly and severally, agree to indemnify and hold Escrow Agent
        harmless from and against any and all liabilities, causes of action, claims,
        demands, judgments, damages, costs and expenses (including reasonable attorneys’
fees and expenses) that may arise out of or in connection with Escrow Agent’s
        good faith acceptance of or performance of its duties and obligations under
        this
        Escrow Agreement other than by reason of Escrow Agent’s gross negligence or
        willful misconduct.  Escrow Agent shall be under no duty to institute
        any suit, or take any remedial procedures under this Escrow Agreement, or
        to
        enter any appearance or in any way defend any suit in which it be made a
        defendant hereunder until Escrow Agent has been indemnified as provided
        above.

       

      11.  Notices.  Any
        notice or other communication given by either party hereto to the other relating
        to this Agreement (“Notice[s]”) shall be:  (a) personally delivered or
        transmitted by facsimile with a hard copy to follow by first class mail;
        (b)
        sent by first class, certified mail, return receipt requested; or (c) delivered
        by a recognized overnight courier service that provides a delivery receipt,
        addressed to such other party at the respective addresses set forth
        below:

       

      
        	
                 

              	
                If
                  to Burlington:

              


      

       

      
        	
                 

              	
                Burlington
                  Coat Factory Warehouse Corporation

              


      

       

      
        	
                 

              	
                1830
                  Route 30

              


      

       

      
        	
                 

              	
                Burlington,
                  New Jersey 08016

              


      

       

      
        	
                 

              	
                Attn:  Paul
                  Tang, Esq.

              


      

       

      
        	
                 

              	
                Phone
                  No.  (609) 387-7800

              


      

       

      
        	
                 

              	
                Fax
                  No.      (609)
                  239-1421

              


      

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


       

      
        	
                 

              	
                If
                  to VCDS:

              


      

       

      Value
        City Department Stores, LLC

      3241
        Westerville Road

      Columbus,
        Ohio  43224

      Attn:
        General Counsel

      Phone
        No.                       (614)
        478-3424

      
        	
                 

              	
                Fax
                  No.

              	
                (614)
                  337-4682

              


      

       

      
        	
                 

              	
                with
                  a copy to:

              


      

       

      Retail
        Ventures

      3241
        Westerville Road

      Columbus,
        Ohio 43224

      Attn:
        Chief Financial Officer

      Phone
        No.                                (614)
        478-2300

      Fax
        No.                      (614)
        473-2721

       

      
        	
                 

              	
                and
                  to:

              


      

       

      
        	
                 

              	
                Vorys,
                  Sater, Seymour and Pease LLP

              


      

       

      
        	
                 

              	
                52
                  East Gay Street

              


      

       

      
        	
                 

              	
                P.O.
                  Box 1008

              


      

       

      
        	
                 

              	
                Columbus,
                  Ohio  42316-1008

              


      

       

      
        	
                 

              	
                Attn:  Stephen
                  R. Buchenroth

              


      

       

      
        	
                 

              	
                Phone
                  No. (614) 464-6366

              


      

       

      
        	
                 

              	
                Fax
                  No.     (614)
                  719-4648

              


      

       

      
        	
                 

              	
                If
                  to SSC:

              


      

       

      Schottenstein  Stores
        Corporation

       

      1800
        Moler Road

       

      Columbus,
        Ohio 43207

       

      Attn:  Tod
        H. Friedman

       

      Phone
        No.  (614) 449-4329

       

      Fax
        No.      (614) 443-0972

       

      with
        a
        copy to:

       

      Vorys,
        Sater, Seymour and Pease LLP

       

      52
        East
        Gay Street

       

      P.O.
        Box
        1008

       

      Columbus,
        Ohio  42316-1008

       

      Attn:  Stephen
        R. Buchenroth

       

      Phone
        No.
        (614) 464-6366

       

      Fax
        No.     (614) 719-4648

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


       

      
        	
                 

              	
                If
                  to RVI:

              


      

       

      Retail
        Ventures, Inc.

       

      3241
        Westerville Road

       

      Columbus,
        Ohio 43224

       

      Attn:  Chief
        Financial Officer

       

      Phone
        No.  (614) 478-2300

       

      Fax
        No.      (614) 473-2721

       

      with
        a
        copy to:

       

      Vorys,
        Sater, Seymour and Pease LLP

       

      52
        East
        Gay Street

       

      P.O.
        Box
        1008

       

      Columbus,
        Ohio  42316-1008

       

      Attn:  Stephen
        R. Buchenroth

       

      Phone
        No.
        (614) 464-6366

       

      Fax
        No.     (614) 719-4648

       

      
        	
                 

              	
                If
                  to Escrow Agent:

              


      

       

      
        	
                 

              	
                Hummel
                  Title Agency

              


      

       

      
        	
                 

              	
                2715
                  East Main Street

              


      

       

      
        	
                 

              	
                Bexley,
                  Ohio  43209

              


      

       

      
        	
                 

              	
                Attn:  Murray
                  Davis

              


      

       

      
        	
                 

              	
                Phone
                  No. (614) 237-3525

              


      

       

      
        	
                 

              	
                Fax
                  No.  (614) 237-3389

              


      

       

      Any
        such
        notice or other communication shall be deemed to have been sufficiently given
        for all purposes hereof the next Business Day after delivery to a recognized
        overnight carrier who provides a delivery receipt.  Notice by fax will
        be deemed received on the date of transmission, provided it was sent before
        4:30
        p.m. on a Business Day, otherwise it will be deemed received on the next
        Business Day.  Any Notice sent by fax must be confirmed by the sending
        of a copy of that Notice no later than the next Business Day by a recognized
        overnight carrier who provides a delivery receipt.

       

      12.  Entire
        Agreement.  The terms and provisions of this Escrow Agreement
        constitute the entire agreement between the parties hereto.  This
        Escrow Agreement or any provision hereof may be amended, modified or waived
        only
        by a written instrument duly signed by the parties hereto or their successors
        and assigns.

       

      13.  Governing
        Law.  The terms and provisions of this Agreement shall be
        construed or enforced in accordance with the laws of the State of Ohio without
        reference to its conflict of laws provisions.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      14.  Counterparts.  This
        Escrow Agreement may be executed in counterparts, each of which shall be
        deemed
        an original, but all of which together shall constitute one and the same
        instrument.

       

      IN
        WITNESS WHEREOF, the parties hereto
        have executed this Escrow Agreement on the day and year first above
        written.

       

      


       

      VALUE
        CITY DEPARTMENT STORES LLC

      


      


      By:                                                                 

      Name:

      Title:

      


      


      BURLINGTON
        COAT FACTORY WAREHOUSE CORPORATION

      


      


      By:                                                                 

      Name:

      Title:

      


      


      


      CLEAR
        TITLE AGENCY, INC.,

      dba
        Hummel Title Agency

      


      


      By:                                                                

      Name:

      Title:

      


      


      SCHOTTENSTEIN
        STORES CORPORATION

      


      By:                                                                 

      Name:

      Title:

      


      RETAIL
        VENTURES, INC.

      


      


      By:                                                                 

      Name:

      Title:


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      EXHIBIT
        R

      


      FORM
        OF INDEMNIFICATION AGREEMENT

      


      INDEMNIFICATION
        AGREEMENT

      


      


      THIS
        INDEMNIFICATION AGREEMENT is executed effective _________, 2008 by VALUE
        CITY
        DEPARTMENT STORES LLC, an Ohio limited liability company
        (“VCDS”) and RETAIL VENTURES, INC., an Ohio corporation
        (“RVI”) for the benefit of Burlington Coat Factory of
        ___________, LLC, a(n) ___________ limited liability company
        (“Burlington”).

       

      R
        E CI T
        A L S

       

      On
        September __, 2007, VCDS, GB Retailers, Inc., Schottenstein Stores Corporation,
        Valley Fair Corporation, Independence Limited Liability Company, RVI, Burlington
        Coat Factory Warehouse Corporation, (“BCFC”), Burlington, and
        other affiliates of Burlington (together with BCFC and Burlington, the
“Burlington Entities”) entered into an Agreement to Acquire
        Leases and Lease Properties with respect to various leases with respect to
        which
        VCDS or GB were the tenants (the “Agreement”).

       

      Pursuant
        to the Agreement, the Lease for Value City Department Stores No. ___ in
        _____________ (the “Lease”) is to be assigned by VCDS to
        Burlington and assumed by Burlington.

       

      The
        Lease
        contains in Section 44 thereof a certain provision pursuant to which under
        certain circumstances the landlord can require the tenant to repurchase the
        leased premises pursuant to the terms of that section (the “Put
        Provision”).

       

      The
        Agreement provides in Section 6.6 thereof that (i) RVI shall indemnify
        Burlington from any loss or damage that Burlington may suffer or incur as
        a
        result of the exercise by the landlord of its rights under Section 44 of
        the
        Lease, including but not limited to reasonable attorneys’ fees and legal costs
        (the “Put Exercise Damages”), and that (ii) in the event
        the landlord under the Lease exercises its rights under Section 44 of the
        Lease
        to cause Burlington, as the tenant under the Lease, or VCDS, as the Original
        Tenant under the Lease, to repurchase the leased premises and it is finally
        determined by a court of competent jurisdiction, after all applicable appeal
        periods have expired, that the landlord has such right and the right has
        been
        properly exercised, RVI shall repurchase or cause an affiliated entity to
        purchase the leased premises, subject to the Lease, in accordance with the
        Put
        Provision (the “Put Repurchase Obligation”).

       

      The
        Agreement also provides in Section 6.7A(c)(xi) that to the extent the copy
        of
        the Lease, any amendments, modifications and related documents furnished
        by VCDS
        to Burlington with respect to the Lease (the “Lease Package”)
        is not a true and complete copy of the Lease and all amendments thereto,
        and as
        a result of the failure of the Lease Package to include any material document
        relating to the Lease, Burlington incurs out-of-pocket expenses,

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


       including
        reasonable attorneys’ fees, or suffers any other loss or damage, including any
        payment to a landlord reasonably necessary to correct such deficiency (such
        expenses, losses or damages being referred to as “Lease Package
        Damages”) and if the Lease Package Damages with respect to the Lease,
        together with Lease Package Damages suffered by all other Burlington Entities
        with respect to the Assignment Leases they have assumed, exceed Twenty-Five
        Thousand Dollars ($25,000) (the “Combined Threshold Damage
        Amount”), VCDS and RVI will jointly and severally indemnify and hold
        harmless Burlington from all Lease Package Damages it suffers in excess of
        the
        Combined Threshold Damage Amount.

       

      RVI
        and
        VCDS are executing this Indemnification Agreement pursuant to the terms of
        Section 6.6 and 7(A)(c)(xi) of the Agreement.

       

      Agreement

       

      NOW,
        THEREFORE, in consideration of the foregoing and in accordance with the terms
        of
        the Agreement, and in consideration of Burlington assuming the Lease pursuant
        to
        the Agreement, VCDS and RVI agree as follows:

       

      1.            Capitalized
        terms used herein which are not specifically defined herein shall have the
        meaning ascribed to such terms in the Agreement.

       

      2.            Subject
        to Section 3 hereof, RVI and VCDS hereby jointly and severally agree to
        indemnify and hold harmless Burlington from all Lease Package Damages suffered
        by Burlington in excess of the Combined Threshold Damage Amount.

       

      3.            In
        connection with indemnification set forth in Section 2 hereof and as a condition
        thereof, within ten (10) days of notification by the landlord of the existence
        of an obligation under the Lease or another document not contained in the
        Lease
        Package, Burlington shall submit to RVI and VCDS at the address set forth
        in the
        Agreement or such other address as RVI or VCDS may supply from time to time
        (the
“Notice Address”) a demand for indemnification accompanied by
        (i) a copy of the notification from the landlord, (ii) a copy of the document
        or
        documents provided by the landlord which were not included in the Lease Package
        (the “Missing Documents”), (iii) the amount of Lease Package
        Damages claimed by Burlington in excess of the Combined Threshold Damage
        Amount
        (the “Claim Amount”) accompanied by such document supporting
        the Claim Amount as RVI and VCDS may reasonably request, and (iv) evidence
        reasonably acceptable to RVI and VCDS that the Combined Threshold Damage
        Amount
        has been reached (collectively, the “Indemnification
        Demand”).  Within thirty (30) days of receipt of the
        Indemnification Demand, RVI and/or VCDS shall (i) if they in good faith dispute
        the validity of the Missing Documents, notify Burlington of such dispute
        and
        immediately undertake on behalf of Burlington the defense of the claim by
        landlord at its sole expense (the “Defenses of Claim”), or (ii)
        if they acknowledges the validity of the Missing Documents, pay the Claim
        Amount
        to Burlington.  If in connection with the Defenses of Claim it is
        determined by RVI and VCDS or by a court of competent jurisdiction that the
        Missing Documents are valid documents applicable to the Lease, RVI and VCDS
        shall pay the Claim Amount or such lesser amount as agreed to by the landlord
        or
        determined by the court under clause (ii) above of this Section 3.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


       

      4.            RVI
        hereby agrees to indemnify and hold harmless Burlington from all Put Exercise
        Damages and agrees to pay the same within thirty (30) days of receipt of
        a
        demand for payment thereof from Burlington accompanied by such supporting
        documentation thereof as RVI may reasonably request.

       

      5.            RVI
        further agrees to promptly perform the Put Repurchase Obligation and purchase
        or
        cause an affiliate to purchase the leased premises subject to the Lease upon
        the
        terms contained in Section 44 of the Lease and Section 6.6 of the Agreement
        conditioned upon Burlington notifying RVI at the Notice Address (the
“Put Demand Notice”) within ten (10) days of receipt of notice
        by Burlington from the landlord that the landlord has elected to exercise
        under
        the Put Provision and demanded that Burlington repurchase the leased
        premises.  Upon receipt of such Put Demand Notice from Burlington, RVI
        shall have the exclusive right at its sole expense to negotiate, litigate,
        and
        enter into any settlement with the landlord with respect to whether the landlord
        is entitled to exercise the Put Right.  Burlington agrees to
        reasonably cooperate with RVI in connection therewith provided RVI shall
        reimburse Burlington for all reasonable out-of-pocket expenses incurred by
        Burlington in connection with such cooperation.

       

      6.            This
        Indemnification Agreement shall be construed in accordance with the laws
        of the
        State of Ohio.

       

      7.            This
        Indemnification Agreement shall be binding upon RVI and VCDS and shall inure
        to
        the benefit of Burlington and its successors and assigns.

       

      8.            Any
        notices or demands required or permitted to be given by Burlington under
        this
        Indemnification Agreement shall be given in writing by personal delivery,
        overnight express service, or United States mail addressed to the respective
        party at the Notice Address.  Such notice or demand, if by telecopy or
        personal delivery, shall be deemed to have been given on the date telecopied
        or
        delivered, if by overnight express service on the next business day following
        delivery to such service, and if by mail on the third day following the date
        deposited in the United States mail.

       

      9.            This
        Indemnification Agreement constitutes the entire agreement of the parties
        with
        respect to the subject matter hereof.  It may not be modified or
        amended except in a written agreement signed by all parties hereto.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement
        as of the date first set forth above.

       

      RETAIL
        VENTURES, INC.

      


      


      By:                                                                

      


      


      


      


      VALUE
        CITY DEPARTMENT STORES LLC

      


      


      By: