Exhibit 10.34.2





Exhibit 10.34.2




FIRST LEASE AMENDMENT




THIS FIRST LEASE AMENDMENT (“Amendment”) is executed this                      day of                     , 2010, by and
between JUBILEE LIMITED PARTNERSHIP, an Ohio limited partnership (“Landlord”), and DSW SHOE
WAREHOUSE, INC., a Missouri corporation (“Tenant”).



BACKGROUND:




A. Landlord and Shonac Corporation, predecessor-in-interest to Tenant entered into a certain
Lease Agreement dated October 8, 2003, as assigned (the “Lease”) whereby Tenant leases from
Landlord and Landlord leases to Tenant certain premises consisting of approximately 29,579 square
feet of space located in a shopping center commonly known as Golden Triangle Mall, located in the
City of Denton, County of Denton, State of Texas.




B. Landlord and Tenant desire to amend the Lease in order to revise the Minimum Rent.



NOW, THEREFORE, in consideration of the foregoing, the mutual covenants herein contained and
each act performed hereunder by the parties, Landlord and Tenant hereby agree that the Lease is
amended as follows:



1. Minimum Rent Tenant shall pay monthly Minimum Rent in the amount of $24,649.16,
beginning November 1, 2009 through October 31, 2010. Tenant shall pay monthly Minimum Rent in the
amount of $31,057.95 beginning March 1, 2014 through February 29, 2016 (Lease Years 11 and 12).
Except as set forth herein, all rents and other amounts payable by Tenant remain unchanged.



2. Incorporation of Background. The above Background paragraphs are hereby
incorporated into this Amendment as if fully set forth herein.



3. Examination of Amendment. Submission of this instrument for examination or
signature does not constitute a reservation or option, and it is not effective until execution by
and delivery to both Landlord and Tenant.



4. Definitions. Except as otherwise provided herein, the capitalized terms used in
this Amendment shall have the definitions set forth in the Lease.



5. Entire Agreement. The Lease, as amended by this Amendment, constitutes the entire
agreement between Landlord and Tenant regarding the Lease and the subject matter contained herein
and supersedes any and all prior and/or contemporaneous oral or written negotiations, agreements or
understandings.



6. Lease Ratification. The Lease, as modified herein, is in full force and effect,
and the parties hereby ratify the same. The Lease and this Amendment shall be binding upon the
parties and their respective successors and assigns. To the extent the terms and conditions of the
Lease conflict with or are inconsistent with this Amendment, the terms and conditions of this
Amendment shall control.



 


 









 





7. Counterparts. This Amendment may be executed in counterparts, each of which shall
be deemed a part of an original and all of which together shall constitute one agreement.
Signature pages may be detached from the counterparts and attached to a single copy of this
Amendment to form one document.



8. Prohibited Persons and Transactions. To the best of its knowledge, neither Tenant
nor any of Tenant’s parent, subsidiary or other entity controlled by or under common control with
such parent or subsidiary (an “Affiliate”) is listed, controlled by, or acting for, or on behalf of
any person or entity, appearing on the U.S. Treasury Department’s Office of Foreign Assets Control
list of restrictions and prohibited persons or any replacement thereof (the “OFAC List”). To the
best of its knowledge, neither Landlord nor any Affiliate of Landlord is listed, controlled by, or
acting for, or on behalf of any person or entity, appearing on the OFAC List.



9. Voidable if Not Fully Executed. If a fully-executed original of this Amendment is
not received by Tenant at 810 DSW Dr., Columbus, Ohio 43219 before the date that is 60 calendar
days following the execution of this Amendment by Tenant, then this Amendment shall be voidable by
Tenant at its option by giving written notice to Landlord under this paragraph.



[signatures appear on the following page]




 


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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed on the day and year
first written above.



	 	 	 	 	 	 	 	 	 	 	 
	LANDLORD:	 	 	 	TENANT:
	 
	 	 	 	 	 	 	 	 	 	 
	 	By: 	JUBILEE LIMITED PARTNERSHIP,

an Ohio limited partnership	 	 	 	DSW SHOE WAREHOUSE, INC.,

a Missouri corporation
	 	Its:	Member	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:
	 	SCHOTTENSTEIN PROFESSIONAL
	 	 	 	By:
	 	/s/ William L. Jordan
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	ASSET MANAGEMENT
CORPORATION,
	 	 	 	 	 	William L. Jordan, EVP/General Counsel
	 

	 	 	 	a Delaware corporation	 	 	 	 	 	 
	 

	 	Its:
	 	General Partner	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jay Schottenstein	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Its: Chairman	 	 	 	 	 	 






{acknowledgements on next page}




	 	 	 	 	 
	STATE OF                                         

	 	)	 
	 

	 	) ss:	 
	COUNTY OF                                         

	 	)	 







 


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