SIXTH AMENDMENT TO SENIOR SUBORDINATED
CONVERTIBLE LOAN AGREEMENT
THIS SIXTH AMENDMENT TO SENIOR SUBORDINATED CONVERTIBLE LOAN AGREEMENT,
of February 1, 2002 (this "AMENDMENT"), is among VALUE CITY DEPARTMENT STORES, INC., an
Ohio corporation (herein, together with its successors and assigns, the "BORROWER"), the lender listed on the
signature pages hereof (the "LENDER"), and SCHOTTENSTEIN STORES CORPORATION, a Delaware
corporation, as a Lender and as Administrative Agent (in such latter capacity, the "ADMINISTRATIVE
1. The Borrower and Prudential Securities Credit Corp., LLC, as initial lender and as administrative agent
("PSCC"), entered into the Senior Subordinated Convertible Loan Agreement, dated as of March 15, 2000
(the "PRUDENTIAL LOAN AGREEMENT").
2. As of December 11, 2000, PSCC assigned all of its right, title and interest in the Prudential Loan Agreement
and attendant loan documents to Schottenstein Stores Corporation,
3. As of December 11, 2000, the Borrower and the Lender entered into a certain Waiver and Amendment to
Senior Subordinated Convertible Loan Agreement, thereby amending and modifying the Prudential Loan
Agreement (the Prudential Loan Agreement, as so amended, and as the same may hereafter be amended from
time to time, is hereinafter collectively referred to as the "LOAN AGREEMENT"). Capitalized terms used in this
Amendment and not otherwise defined have the meanings assigned such terms in the Loan Agreement.
Concurrently with the above referenced Waiver and Amendment, the Borrower and the Lender entered into a
certain letter agreement and term sheet (the "TERM SHEET") setting forth the terms of an amendment to be
entered into between the Borrower and the Lender.
4. As of January 1, 2001, the Borrower and the Lender entered into a Second Amendment to Senior
Subordinated Convertible Loan Agreement thereby amending and modifying the Loan Agreement. Capitalized
terms used in this Amendment and not o