0000950152-06-009919 Sample Contracts

AMENDED AND RESTATED SHARED SERVICES AGREEMENT DATED AS OF October 29, 2006 BETWEEN DSW INC. AND RETAIL VENTURES, INC.
Shared Services Agreement • December 6th, 2006 • Retail Ventures Inc • Retail-variety stores • Ohio

This Amended and Restated Shared Services Agreement is entered into to be effective as of October 29, 2006 by and between DSW Inc., an Ohio corporation (“DSW”), and Retail Ventures, Inc. an Ohio corporation (“Retail Ventures”). DSW and Retail Ventures are sometimes being referred to herein separately as a “Party” and together as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Article I hereof.

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TRANSFER AND ASSIGNMENT AGREEMENT
Transfer and Assignment Agreement • December 6th, 2006 • Retail Ventures Inc • Retail-variety stores • Ohio

TRANSFER AND ASSIGNMENT AGREEMENT (this “Agreement”), dated as of October 29, 2006, by and among Brand Technology Services LLC, an Ohio limited liability company (“Buyer”) and wholly owned subsidiary of DSW Inc. (“DSW”), and Retail Ventures, Inc., an Ohio corporation (“RVI”), Retail Ventures Services, Inc., an Ohio corporation (“RVSI”) and wholly owned subsidiary of Retail Ventures Inc., Filene’s Basement, Inc., a Delaware corporation (“FB”) and wholly owned subsidiary of RVI, and Value City Department Stores LLC, an Ohio limited liability company (“VC”) and a wholly owned subsidiary of RVI (RVI, RVSI, FB, and VC, collectively, “Seller” or “RVI Entities”).

FIRST AMENDMENT TO INDUSTRIAL SPACE LEASE
Industrial Space Lease • December 6th, 2006 • Retail Ventures Inc • Retail-variety stores

THIS FIRST AMENDMENT TO INDUSTRIAL SPACE LEASE (this “First Amendment”) is dated as of November 30, 2006, by and between 4300 Venture 6729 LLC, a Delaware limited liability company (“Landlord”) and DSW Inc., an Ohio corporation (“Tenant”).

TRAILER PARKING LOT LEASE AGREEMENT
Parking Lot Lease Agreement • December 6th, 2006 • Retail Ventures Inc • Retail-variety stores

This Trailer Parking Lot Lease Agreement (the “Lease”) is made this 30th day of November, 2006 (the “Effective Date”) by and between 4300 East Fifth Avenue LLC, an Ohio limited liability company (hereinafter referred to as “Landlord”), with offices located at 1798 Frebis Avenue, Columbus, Ohio 43206-0410 and DSW Inc., an Ohio corporation (hereinafter referred to as “Tenant”), with offices located at 4150 East Fifth Avenue, Columbus, Ohio 43219, who hereby mutually covenant and agree as follows:

OFFICE SPACE LEASE — NET
Office Space Lease • December 6th, 2006 • Retail Ventures Inc • Retail-variety stores

THIS LEASE is made this 30th day of November, 2006 (the “Effective Date”), by and between 4300 Venture 34910 LLC, a Delaware limited liability company (hereinafter sometimes referred to as “Landlord”), with offices at 1798 Frebis Avenue, Columbus, Ohio 43206-0410, and DSW Inc., an Ohio corporation (hereinafter sometimes referred to as “Tenant”), with offices at 4150 East Fifth Avenue, Columbus, Ohio 43219, who hereby mutually covenant and agree as follows:

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