ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT
Exhibit 10.55.01
THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (this “Assignment”) is made effective this
22 day of January, 2008 (the “Effective Date”), by and between VALUE CITY DEPARTMENT STORES LLC, an
Ohio limited liability company, having an address of 0000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000
(“Assignor”), RETAIL VENTURES, INC., an Ohio corporation, having an address of 0000 Xxxxxxxxxxx
Xxxx, Xxxxxxxx, Xxxx 00000 (“Assignee”), and JUBILEE-SAWMILL LLC, an Ohio limited liability
company, having an address of 0000 Xxxxx Xxxx, Xxxxxxxx, Xxxx 00000 (“Landlord”).
WITNESSETH
WHEREAS, Assignor and Landlord are tenant and landlord, respectively, under that certain Lease
dated July 19, 2006 between Value City Department Stores, Inc. and Jubilee Limited Partnership, as
amended pursuant to that certain Lease Modification Agreement dated November 2, 2000 (collectively,
the “Lease”), for approximately 71,072 square feet of floor area (the “Leased Premises”) located in
the shopping center known as Sun Shopping Center at 0000 X. Xxxxxx-Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxx;
and
WHEREAS, Assignor is the successor by merger to Value City Department Stores, Inc., and
Landlord is the successor to Jubilee Limited Partnership, the landlord under the Lease; and
WHEREAS, Assignee currently is the parent corporation to the subsidiary that occupies the
Leased Premises pursuant to an oral sublease with Assignor (the “Filene’s Sublease”); and
WHEREAS, Assignor desires to assign its interest as tenant in the Lease to Assignee as of the
Effective Date, and Assignee desires to accept the assignment of tenant’s interest in the Lease
from Assignor and to assume all of tenant’s right, title, estate, interest, duties and obligations
under the Lease as of the Effective Date; and
WHEREAS, Landlord is willing to consent to the assignment of the Lease as herein set forth;
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Assignor, Assignee and Landlord hereby agree as follows:
1. Assignment. Assignor hereby gives, grants, bargains, sells, conveys, transfers and
sets over unto Assignee, its successors and assigns, as of the Effective Date, all of Assignor’s
right, title, estate, interest, duties and obligations as tenant in and to the Lease and the Leased
Premises under the Lease.
2. Assumption. Assignee hereby accepts the foregoing assignment and, in consideration
thereof, Assignee hereby covenants and agrees that, from and after the Effective Date and for the
remainder of the term of the Lease and all renewals and extensions thereof exercised by Assignee,
Assignee will assume, observe, perform, fulfill and be bound by all terms, covenants, conditions
and obligations of Assignor under the Lease (including, without limitation, the payment of all rent
and other sums required to be paid by Assignor under the
Lease) which arise on and after the Effective Date and are to be observed, performed and
fulfilled by Assignor on and after the Effective Date, in the same manner and to the same extent as
if Assignee were the Assignor named therein.
3. Landlord’s Consent. Landlord hereby consents to the assignment by Assignor to
Assignee of the Assignor’s interest under the Lease, as herein set forth and agrees to release
Assignor from all obligations and liability under the Lease from and after the Effective Date.
4. Indemnification.
(a) Assignee hereby indemnifies and agrees to defend and hold harmless Assignor, its
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 Assignor may or
shall incur under the Lease by reason of any failure of Assignee to have complied with, or to have
performed, the duties and obligations of Assignor under the Lease from and after the Effective
Date.
(b) Assignor hereby indemnifies and agrees to defend and hold harmless Assignee, its
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 Assignee may or
shall incur under the Lease by reason of any failure of Assignor to have complied with, or to have
performed, the duties and obligations of Assignor under the Lease arising prior to the Effective
Date.
5. Successors and Assigns. The terms and conditions of this Assignment shall be
binding upon and shall inure to the benefit of the parties hereto and their respective successors
and assigns.
6. Assignment of Warranties and Guaranties. To the extent assignable and to the
extent any exist, Assignor hereby assigns to Assignee all guaranties and warranties it owns related
to the Leased Premises. Assignor shall execute such further reasonable documents to evidence such
transfer as are reasonably requested by Assignee either before or after the Effective Date. If
there is a cost or fee for the transfer of any warranty or guaranty, that cost shall be borne by
Assignee.
7. Counterparts. This Assignment may be executed in counterparts, each of which shall
be deemed an original, and all of which shall constitute one document.
8. Third Parties. The agreements herein are for the sole benefit of Assignor,
Assignee and Landlord, and no third party is intended to benefit hereby.
9. Assignee’s Notice Address. For the purposes of Section 33 of the Lease, notices to
Assignee shall be addressed to Assignee at 0000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000.
10. Governing Law. The terms of this Assignment shall be governed by the laws of the
State in which the Leased Premises is located.
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11. Entire Agreement. This Assignment shall be deemed to contain all of the terms and
conditions agreed upon with respect to the assumption and assignment of the Lease, it being
understood that there are no outside representations or oral agreements.
12. Capitalized Terms. Any capitalized terms used in this Assignment and not defined
shall have the same meaning set forth in the Lease.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed on the
day and year first set forth above.
| ASSIGNOR: VALUE CITY DEPARTMENT STORES LLC, an Ohio limited liability company |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| ASSIGNEE: RETAIL VENTURES, INC., an Ohio corporation |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| LANDLORD: JUBILEE-SAWMILL, LLC, an Ohio limited liability company |
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| By: | Jubilee Limited Partnership, an Ohio limited partnership, its sole member |
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| By: | Schottenstein Professional Asset Management Corporation, a Delaware corporation, general partner |
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| By: | ||||
| Name: | ||||
| Title: | ||||
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STATE OF OHIO
|
) | |||||
| ) | ss: | |||||
COUNTY OF FRANKLIN
|
) |
The foregoing instrument was acknowledged before me this ___ day of , 2007, by
, the of Value City Department Stores LLC, an Ohio limited
liability company, on behalf of the limited liability company.
| Notary Public | ||||
STATE OF OHIO
|
) | |||||
| ) | ss: | |||||
COUNTY OF FRANKLIN
|
) |
The foregoing instrument was acknowledged before me this ___ day of , 2007, by
, the of Filene’s Basement, Inc., a Delaware corporation, on
behalf of the corporation.
| Notary Public | ||||
STATE OF OHIO
|
) | |||||
| ) | ss: | |||||
COUNTY OF FRANKLIN
|
) |
The foregoing instrument was acknowledged before me this ___ day of , 2007, by
, the of Schottenstein Professional Asset Management
Corporation, a Delaware corporation, the general partner of Jubilee Limited Partnership, an Ohio
limited partnership, the sole member of Jubilee-Sawmill LLC, an Ohio limited liability company, on
behalf of the corporation, limited partnership, and limited liability company.
| Notary Public | ||||
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