ASSIGNMENT AND ASSUMPTION AGREEMENT
This Agreement is made, this 11th day of May, 2001, between SHONAC CORPORATION, an Ohio
corporation having its principal offices located at 4150 East Fifth Avenue, Columbus, Ohio 43219. ("Assignor")
and DSW SHOE WAREHOUSE, INC., a Missouri corporation having its principal offices located at 4150 East
Fifth Avenue, Columbus, Ohio 43219 ("Assignee").
WHEREAS, Assignor is the Tenant under a certain assignment of lease dated February 28, 2001, by and
between Assignor and SCHOTTENSTEIN STORES CORPORATION, a Delaware corporation ("Landlord"),
relative to approximately 40,305 square feet of real property located in a certain shopping center known as
Shoppes of Beavercreek, Towne Drive, Beavercreek, Ohio (the "Lease"); and
WHEREAS, Assignee is a wholly owned subsidiary of Assignor.
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
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