EXHIBIT 10.48.1
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Agreement is made, this 8th day of January 2001, between SHONAC
CORPORATION, an Ohio corporation having its principal offices located at 0000
Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000 ("Assignor") and DSW SHOE WAREHOUSE, INC., a
Missouri corporation having its principal offices located at 0000 Xxxxxxx Xxxx,
Xxxxxxxx, Xxxx 00000 ("Assignee").
RECITALS
WHEREAS, Assignor is the Subtenant under a certain Sublease dated June 12,
2000, with Schottenstein Stores Corporation, ("Sublandlord"), relative to
approximately 30,799 square feet of real property known as Best Buy Shopping
Center, 000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000 ("the
"Sublease"); and
WHEREAS, Assignee is a wholly owned subsidiary of Assignor.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, the parties agree as follows:
1. Assignor hereby sells, assigns, and conveys to Assignee all of Assignor's
rights, title, and interest under the Lease.
2. Assignee hereby accepts this assignment and agrees to perform all
obligations for which the Tenant is responsible under the Lease.
3. Assignor warrants that the Lease is in full force and effect, that neither
Assignor nor Landlord is in breach thereof or in default thereunder, that the
Lease has not been modified or amended, except as stated above, and that the
Lease is valid and enforceable. Assignor further warrants that it has not
previously assigned the Lease or sublet the Premises, that its interest in the
Lease is unencumbered, and that Assignor has full power and authority to assign
its interest under the Lease.
4. Assignor hereby agrees to indemnify and hold Assignee harmless from all
liability, loss, damage, and expense incurred by Assignee as a result of any
defaults by Assignor as Tenant under the Lease which may have occurred or may
occur at any time prior to the effective date of this Agreement, and from all
liability, loss, damage, and expense that Assignee may suffer by reason of any
challenge to the validity or enforceability of the Lease or to any of the terms
thereof.
5. Assignee hereby agrees to indemnify and hold Assignor harmless from all
liability, loss, damage, and expense incurred by Assignor as a result of any
defaults by Assignee as Tenant under the lease which may occur at any time after
the effective date of this agreement.
6. In no event will this Assignment and Assumption Agreement operate to
release Assignor from its primary obligations and liabilities under the Lease.
Executed as of the day and year first above written.
Signed and acknowledged in the ASSIGNOR:
presence of:
SHONAC CORPORATION
/s/ Xxxxxxx X. Xxxxxxxx BY: Xxxxxxx X. Meena
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NAME: Xxxxxxx X. Meena
/s/ Xxxxx X. Xxxx TITLE: Vice President-Controller/Asst. Secy.
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ASSIGNEE:
DSW SHOE WAREHOUSE, INC.
/s/ Xxxxxxx X. Xxxxxxxx BY: /s/ Xxxx X. Xxxxxxx
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NAME: Xxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxx TITLE: President
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STATE OF OHIO )
) SS:
COUNTY OF FAIRFIELD )
The foregoing instrument was acknowledged before me this 4th day of
January, 2001, by Xxxxxxx X. Meena, Vice President-Controller/Assistant
Secretary, of SHONAC CORPORATION, an Ohio corporation, on behalf of the
corporation.
/s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Notary Public
Xxxxxxx X. Xxxxxxxx
Commission expires 8/2/04
STATE OF OHIO )
) SS:
COUNTY OF FAIRFIELD )
The foregoing instrument was acknowledged before me this 8th day of
January, 2001, by Xxxx X. Xxxxxxx, President, of DSW SHOE WAREHOUSE, INC., a
Missouri corporation, on behalf of the corporation.
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Notary Public
Xxxxxxx X. Xxxxxxxx
Commission expires 8/2/04
