EXHIBIT 10.2.3
NINTH AMENDMENT TO LEASE CONTRACT
BY AND BETWEEN
CITY CENTER DEVELOPMENT CO.
AND
PIER 1 IMPORTS (U.S.), INC.
THIS NINTH AMENDMENT TO LEASE CONTRACT ("Amendment") is made and entered into
to be effective as of the 1st day of January, 1994 ("Effective Date"), by and
between CITY CENTER DEVELOPMENT CO., a Texas general partnership ("Landlord")
and PIER 1 IMPORTS (U.S.), INC., a Delaware corporation (successor-in-interest
to Pier 1 Imports - Texas, Inc.) ("Tenant").
WHEREAS, Landlord and Tenant entered into that certain Lease Contract
("Lease") dated July 19, 1985, covering office space on the 6th, 7th, and 8th
floors of City Center Tower II ("Building") located at 301 Commerce Street,
Block 40, City Addition to the City of Fort Worth, Tarrant County, Texas, and
on the ground floor of City Center Parking Garage, 201 Commerce Street, Fort
Worth, Texas; and
WHEREAS, the Lease was subsequently amended as of October 29, 1985; December
16, 1985; April 23, 1987 March 1, 1988; December 30, 1988; February 28, 1989;
August 1, 1990; and September 1, 1993 (whereby, among other items, such
amendments provided that the Leased Premises were expanded to include space on
the 5th and 9th, and 10th floors of the Building and space in the basement of
the building located at 201 Main Street, Fort Worth, Texas); and
WHEREAS, Landlord and Tenant desire to further amend the Lease as hereinafter
provided.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant hereby amend
the Lease as follows:
1. Paragraph 36 of the Lease (as previously amended) is further
amended to provide that for all purposes under this Lease the Month-to-Month
Space is comprised of approximately 1,356 square feet of Rentable Area located
on the 10th floor of the Building as outlined on Exhibit "A" attached to this
Ninth Amendment.
2. All capitalized terms not otherwise defined in this Ninth
Amendment have the meaning assigned to such terms in the Lease.
3. Except as specifically set forth in this Ninth Amendment, the
Lease as previously amended is ratified and remains in full force and effect as
written.
IN WITNESS WHEREOF, the parties have executed this Amendment on this the 21st
day of January, 1994, to be effective as of the 1st day of January, 1994.
CITY CENTER DEVELOPMENT CO. PIER 1 IMPORTS (U.S.),
INC.
a Texas general partnership a Delaware corporation
By: Sid R. Bass, Inc.
Thru Line, Inc.
Keystone, Inc., and By: _____________________________
Lee M. Bass, Inc.
its general partners Name: __________________________
Title: ___________________________
By: ______________________________
W. Robert Cotham, Vice President
of each named corporation
"LANDLORD" "TENANT"
TENTH AMENDMENT TO LEASE CONTRACT
BY AND BETWEEN
CITY CENTER DEVELOPMENT CO.
AND
PIER 1 IMPORTS (U.S.), INC.
THIS TENTH AMENDMENT TO LEASE CONTRACT ("Amendment") is made and entered
into to be effective as of the 1st day of March, 1994 ("Effective Date"), by and
between CITY CENTER DEVELOPMENT CO., a Texas general partnership ("Landlord")
and PIER 1 IMPORTS (U.S.), INC., a Delaware corporation (successor-in-interest
to Pier 1 Imports - Texas, Inc.) ("Tenant").
WHEREAS, Landlord and Tenant entered into that certain Lease Contract
("Lease") dated July 19, 1985, covering office space on the 6th, 7th, and 8th
floors of City Center Tower II ("Building") located at 301 Commerce Street,
Block 40, City Addition to the City of Fort Worth, Tarrant County, Texas and on
the ground floor of City Center Parking Garage ("Garage"), 201 Commerce Street,
Fort Worth, Texas; and
WHEREAS, the Leased Premises are now comprised of approximately (a) 18,848
square feet of Rentable Area on the 5th floor of the Building, (b) 18,794 square
feet of Rentable Area on the 6th floor of the Building, (c) 21,916 square feet
of Rentable Area on the 7th floor of the Building, (d) 22,274 square feet of
Rentable Area on the 8th floor of the Building, (e) 22,096 square feet of
Rentable Area on the 9th floor of the Building, (f) 10,878 square feet of
Rentable Area, plus 1,356 square feet of Month-to-Month Space on the 10th floor
of the Building, (g) 8,122 square feet of Rentable Area on the street level of
City Center Parking Garage I, and (h) 4,079 square feet of Rentable Area in the
basement of Texas Commerce Tower at 201 Main Street, Block 36, Original Town of
Fort Worth, Tarrant County, Texas;
WHEREAS, the Lease was subsequently amended as of October 29, 1985,
December 16, 1985, April 23, 1987, March 1, 1988, December 30, 1988, February
28, 1989, August 1, 1990, September 1, 1993, and January 1, 1994 (whereby, among
other items, such amendments provided that the Leased Premises were expanded to
include space on the 5th and 9th, and 10th floors of the Building and space in
the basement of the building located at 201 Main Street, Fort Worth, Texas); and
WHEREAS, Landlord and Tenant desire to further amend the Lease as provided
below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Landlord and Tenant amend the Lease as
follows:
1. Term. Paragraph 1 of the Seventh Amendment to the Lease which amended
the Term is further amended to provide that the Term is extended to expire on
February 28, 2004.
Tenant has no further options to renew the Lease Term beyond February 28, 2004.
2. Base Rent. Paragraph 2 of the Seventh Amendment to the Lease, which
amended the Base Rent applicable to the Leased Premises, is deleted and replaced
in its entirety as follows:
As Base Rent for use of that portion of the Leased Premises located in
the Building and the Garage, Tenant shall pay the Landlord or Landlord's
assigns, at Landlord's office without demand, and without deduction,
abatement, or set-off, except as otherwise expressly provided for in
Paragraph 7 or Paragraph 19 of the Lease, $17.75 per square foot of
Rentable Area per year from the Effective Date through February 28,
2004. As Base Rent for use of that portion of the Leased Premises
located in the basement of Texas Commerce Tower, 201 Main Street, Fort
Worth, Texas, Tenant shall pay $12.50 per square foot of Rentable Area
per year through February 28, 1996, and $14.00 per square foot of
Rentable Area per year from March 1, 1996, through February 28, 2004.
The Base Rent for the Leased Premises is comprised of (i) a Fixed Rent
Component equal to the Base Rent less $6.00, and (ii) a Variable
Maintenance Component equal to $6.00. Until July 1, 2001, the Base
Index is the last Consumer Price Index which was
published prior to May, 1987. On July 1, 2001, the Base Index will be
adjusted to be the last Consumer Price Index which is published prior to
July 1, 2001. The Variable Maintenance Component of the Base Rent shall
continue to be adjusted throughout the Term in accordance with the terms
of Paragraph 4(b) of the Lease, provided that such Variable Maintenance
Component shall not increase in any Lease Year by more than seven
percent (7%) above the Variable Maintenance Component for the previous
Lease Year. From the Effective Date throughout the remainder of the
Term, "Lease Year" means any one year period ending on the anniversary
of the Effective Date.
3. Base Year. Paragraph 3 of the Seventh Amendment to the Lease amending
the Base Year is further amended to provide that the Base Year with respect to
payment of Taxes is 1990 until July 1, 2001. On July 1, 2001, the Base Year
will become 2001.
4. Renovation Allowance. Paragraph 5 of the Seventh Amendment to the Lease
which added a new Paragraph 44 to the Lease is deleted in its entirety and
replaced with the following:
44. RENOVATION ALLOWANCE. Landlord shall provide Tenant with a tenant
improvement and renovation allowance for the Leased Premises in the
amount of $200,000 during each of the calendar years 1994, 1997, 1998,
1999, and 2000.
5. Expansion Space. Paragraph 40 of the Lease and all subsequent amendments
thereto are deleted and replaced in their entirety by the following:
40. EXPANSION SPACE.
A. Right of First Refusal. Tenant shall have a right of first
refusal, exercisable from time to time during the Term, to lease any
portion of the (a) approximately 9,770 square feet of Rentable Area on
the 10th floor of the Building as shown on Exhibit "A-1" attached to
this Tenth Amendment ("10th Floor Expansion Space"), (b) approximately
20,648 square feet of Rentable Area on the 11th floor of the Building as
shown on Exhibit "A-2" attached to this Tenth Amendment ("11th Floor
Expansion Space"), and (c) approximately 20,648 square feet of Rentable
Area on the 12th floor of the Building as shown on Exhibit "A-3"
attached to this Tenth Amendment ("12th Floor Expansion Space") that
Landlord proposes to lease to a third party. The 10th Floor Expansion
Space includes the approximately 1,356 square feet of the Month-to-Month
Space leased by Tenant and approximately 506 square feet of Rentable
Area leased to a third party under a lease expiring _____________. The
11th Floor Expansion Space includes approximately 5,891 square feet of
Rentable Area currently leased to a third party under a lease expiring
October 31, 1996, and approximately 7,598 square feet of Rentable Area
currently leased to a third party under a lease expiring April 30, 1998.
The 12th Floor Expansion Space includes approximately 1,177 square feet
of Rentable Area leased to a third party under a lease expiring December
31, 1994, approximately 1,715 square feet of Rentable Area currently
leased to a third party under a lease expiring April 30, 1996, and
approximately 2,562 square feet of Rentable Area leased to a third party
under a lease expiring October 31, 1998. At any time during the Term
when Landlord proposes to lease any portion of the 10th Floor Expansion
Space, 11th Floor Expansion Space, or 12th Floor Expansion Space to a
third party or to renew a lease with an existing tenant, Landlord shall
give Tenant written notice of the size and location of the proposed
lease space and shall offer it for lease to Tenant for a term
coextensive with the Term for a Base Rent of $17.00 per square foot of
Rentable Area per year (comprised of a Fixed Rent Component of $11.00
and a Variable Maintenance Component of $6.00 which is subject to
escalation in the same manner as the Variable Maintenance Component for
the remainder of the Leased Premises.) Tenant shall then have thirty
(30) days in which to give Landlord written notice of its intent to
exercise its right of first refusal. If Tenant does not elect to
exercise its right of first refusal, such right shall terminate until
such time as that expansion space again becomes available for lease.
B. Relocation of Existing Tenants. If Tenant desires to lease all of
the 10th Floor Expansion Space prior to the expiration of the existing
lease on approximately 506 square feet of Rentable Area in the 10th
Floor Expansion Space, Landlord shall make the entire 10th Floor
Expansion Space available for lease to Tenant, subject to the
availability of suitable space to which that existing tenant can be
relocated. Likewise, if Tenant desires to lease all of the 12th Floor
Expansion Space prior to the expiration of the then existing leases on
that floor, Landlord shall make the entire 12th Floor Expansion Space
available for lease to Tenant, subject to the availability of suitable
space to which the then existing 12th floor tenants can be relocated;
provided, however, Landlord will not be obligated to relocate any
tenants leasing portions of the 12th Floor Expansion Space under leases
entered into following Tenant's election not to exercise its right of
first refusal to lease that space.
C. Tenant Improvement Allowance for Expansion Space. For any of the
10th Floor Expansion Space, 11th Floor Expansion Space, and 12th Floor
Expansion Space leased by Tenant, Landlord shall provide Tenant with a
tenant improvement allowance of $15.00 per square foot of Rentable Area
of the expansion space leased. If any expansion space is leased by
Tenant within the last three (3) Lease Years of the Term and Tenant does
not renew the Lease prior to the expiration of the Term, Tenant shall
pay Landlord upon the expiration of the Term an amount equal to the
unamortized tenant improvement allowance for that space, based upon a
five (5) year amortization schedule.
6. All capitalized terms not otherwise defined in this Tenth Amendment have
the meanings assigned to such terms in the Lease.
7. Except as specifically set forth in this Tenth Amendment, the Lease as
previously amended is ratified and remains in full force and effect as written.
IN WITNESS WHEREOF, the parties have executed this Tenth Amendment on this
the ______ day of ___________, 1994, to be effective as of the 1st day of March,
1994.
CITY CENTER DEVELOPMENT CO., PIER 1 IMPORTS (U.S.), INC.,
a Texas general partnership a Delaware corporation
By: Sid R. Bass, Inc.
Thru Line, Inc.,
Keystone, Inc. and By: _________________________
Lee M. Bass, Inc.,
its general partners Name: ________________________
Title:________________________
By: ________________________________
W. Robert Cotham, Vice President
of each named corporation
"LANDLORD" "TENANT"