exv10w1w1






Exhibit 10.1.1




FIRST AMENDMENT TO OFFICE LEASE




     THIS FIRST AMENDMENT TO OFFICE LEASE (this “First Amendment”) is entered into as of the
20th day of June, 2008 (the “Effective Date”), by and between CHESAPEAKE PLAZA, L.L.C.,
a Oklahoma limited liability company (“Landlord”), and PIER 1 SERVICES COMPANY, a Delaware
statutory trust (“Tenant”).




Recitals:




     A. Landlord and Tenant entered into that certain Office Lease dated June 9, 2008 (the
“Lease”), covering certain space containing approximately 344,798 Rentable Square Feet located on
the mezzanine and on the 5th, 6th, 7th, 8th,
9th, 10th, 11th, 12th, 14th,
15th, 16th, 17th and 20th floors (the “Premises”), of
the office building now known as Chesapeake Plaza and located at 100 Pier 1 Place, Fort Worth,
Tarrant County, Texas (the “Building”).



     B. Landlord and Tenant desire to amend and modify the Lease in certain respects as provided
herein. Unless otherwise expressly provided herein, capitalized terms used herein shall have the
same meanings as designated in the Lease.



Agreement:




     In consideration of the sum of Ten and No/100 Dollars ($10.00), the mutual covenants and
agreements contained herein and in the Lease, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby amend and
modify the Lease as follows:


1. Premises. Landlord and Tenant have agreed to redefine the Rentable Square
Footage of the Premises for all purposes under the Lease. Accordingly, as of the Effective Date,
all references to the Rentable Square Footage of the Premises being 344,798 square feet are deleted
and replaced with references to the Rentable Square Footage of the Premises being 357,294 square
feet. In addition, Exhibit A-1 attached to the Lease is hereby deleted in its entirety and
replaced with Exhibit A-1 attached hereto. Notwithstanding Sections 1.C and 2 and any
other provisions of the Lease to the contrary, if Tenant and/or any of Tenant’s employees are
charged a fee for access to the fitness center/workout room (but specifically excluding any fees or
charges that are associated with incidental services or products that are offered at the fitness
center/workout room, including, but not limited to, charges or fees for personal trainers or sales
of food and beverage products) in the Building (wherever located), the total square footage of the
fitness center/workout room, including any dressing rooms, showers or restrooms incidental to such
fitness center/workout room, will be removed from the calculation of the Common Area Allocation
factor used to determine the Rentable Square Footage of the Premises (as set out in Exhibit
A-1 attached hereto), and therefore the Rentable Square Footage of the Premises shall be
reduced accordingly. The figures of “$2,133,586.00” and “246,183” in Section 3.E are replaced with
the figures “$2,210,892.66” and “255,103”, respectively.



2. Base Rent. As of the Effective Date hereof, Section 1.D of the Lease is hereby
deleted in its entirety and replaced with the following:




			
	 	 	 
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     “D. “Base Rent”:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Annual Rate	 	Monthly
	Period	 	Per Square Foot	 	Base Rent
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	June 9, 2008
	 	through	 	June 30, 2011	 	$	24.00	 	 	$	714,588.00	*
	July 1, 2011
	 	through	 	June 30, 2015	 	$	26.00	 	 	$	774,137.00	*






Lease Month = A full calendar month, for example, if the Commencement

Date occurs on June 15, Lease Month 1 will be July 1 through July 31,

Lease Month 2 will be August 1 through August 31, and so on.






 




			
	*	 	Tenant’s monthly Base Rent obligations will be reduced as the Rentable
Square Footage of the Premises is reduced including, without limitation,
reductions pursuant to the provisions of Article 3 of this Lease and
reductions as a result of the leasing of the lobby or other Common Areas;
provided the annual Base Rent rate for the Premises shall remain as
reflected in the table above. Further, such reductions in the Rentable
Square Footage of the Premises and Tenant’s monthly Base Rent obligations
shall be memorialized in an amendment to this Lease.”




3. Submetering. As of the Effective Date, all references throughout the Lease to
the submetered portion of the Premises being “the 7th and 8th floors” are
hereby deleted and replaced with references to the submetered portion of the Premises being “the
8th floor”. Landlord and Tenant hereby acknowledge and agree that Tenant shall not be
assessed the Hourly HVAC Charge for HVAC service to the 8th floor of the Building during
hours other than Normal Business Hours, provided Tenant diligently pursues the installation of a
submeter to measure Tenant’s electrical consumption on the 8th floor of the Building
pursuant to the terms of the Lease, as amended hereby. Further, Tenant shall be deemed to not have
diligently pursued the installation of the submeter for the 8th floor of the Building if
such submeter is not installed and operational on or before July 31, 2008. Subject to Landlord’s
prompt approval of Tenant’s proposed scope of work in connection with the installation of the
submeter, in the event the submeter for the 8th floor is not installed and operational
by July 31, 2008, commencing on August 1, 2008, and continuing through and including the date such
submeter is installed and is operational, Tenant shall pay any applicable Hourly HVAC Charge for
HVAC service to the 8th floor of the Building during hours other than Normal Business
Hours. Tenant agrees to cooperate with Landlord to determine the reasonable allocation of charges
for Tenant’s electrical consumption for the 8th floor from June 9, 2008 through and including the
date the submeter for the 8th floor is installed and is operational.



4. No Broker. Tenant and Landlord each represent to the other that neither party
has executed a written agreement with any broker or agent in connection with this First Amendment.
Tenant and Landlord shall each indemnify the other against all costs, expenses, 




			
	 	 	 
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attorneys’ fees, liens and other liability for commissions or other compensation claimed by any
broker or agent claiming the same by, through or under the indemnifying party.



5. Time of the Essence. Time is of the essence with respect to Tenant’s execution
and delivery to Landlord of this First Amendment. If Tenant fails to execute and deliver a signed
copy of this First Amendment to Landlord by 5:00 p.m. (Fort Worth, Texas time) on June 20, 2008,
this First Amendment shall be deemed null and void and shall have no force or effect, unless
otherwise agreed in writing by Landlord. Landlord’s acceptance, execution and return of this First
Amendment shall constitute Landlord’s agreement to waive Tenant’s failure to meet such deadline.



6. Miscellaneous. This First Amendment shall become effective only upon its full
execution and delivery by Landlord and Tenant. This First Amendment contains the parties’ entire
agreement regarding the subject matter covered herein, and supersedes all prior correspondence,
negotiations, and agreements, if any, whether oral or written, between the parties concerning such
subject matter. There are no contemporaneous oral agreements, and there are no representations or
warranties between the parties not contained in this First Amendment. Except as modified by this
First Amendment, the terms and provisions of the Lease shall remain in full force and effect, and
the Lease, as modified by this First Amendment, shall be binding upon and shall inure to the
benefit of the parties hereto, their successors and permitted assigns.



7. Counterparts. This First Amendment may be executed in one or more
counterparts, each of which when taken together shall constitute one and the same amendment, and
each of which shall constitute an original copy of this First Amendment. In addition, this First
Amendment may be executed via facsimile or other electronic record and such facsimile copy or other
electronic record shall constitute an original copy of this First Amendment.




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     EXECUTED as of the day and year first above written.



	 	 	 	 	 
	 	LANDLORD:



CHESAPEAKE PLAZA, L.L.C., 

an Oklahoma limited liability company

 	 
	 	By:  	
 	 
	 	 	Henry J. Hood, Senior Vice President- 	 
	 	 	Land and Legal & General Counsel 	 
	 



	 	 	 	 	 
	 	TENANT:



PIER 1 SERVICES COMPANY,

a Delaware statutory trust

 	 
	 	By:  	 Pier 1 Holdings, Inc.,
a Delaware corporation,
its managing trustee
 	 
	 	 	 	 
	 	 	 	 
	 	By:  	
 	 
	 	 	Alex Smith, President and CEO 	 
	 	 	 	 
	 



			
	 	 	 
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EXHIBIT A-1




CHART OF RENTABLE SQUARE FOOTAGE ON EACH FLOOR AND COMMON

AREAS




	 	 	 	 	 
	Total Gross Area
	 	 	460,614	 
	less: Verticle Penitration
	 	 	50,637	 
	 
	 	 	 
	Total Rentable
	 	 	409,977	 
	 
	 	 	 	 
	Common Area
	 	 	63,615	 
	Total Useable
	 	 	346,362	 
	 
	 	 	 
	Total Rentable
	 	 	409,977	 
	 
	 	 	 	 
	Ratio of Common Area to Useable
	 	 	0.18367	 






Square
Footage Breakdown




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total	 	 	 	 	 	 	Common	 	 	Rentable	 
	Floor	 	Rentable	 	 	Useable	 	 	Area Charge	 	 	Area(1)	 
	 
	Terrace
	 	 	42,847	 	 	 	795	 	 	 	146	 	 	 	941	 
	Lobby
	 	 	26,969	 	 	 	5,406	 	 	 	992	 	 	 	6,398	 
	Mezz
	 	 	13,153	 	 	 	13,153	 	 	 	2,416	 	 	 	15,568	 
	5
	 	 	22,329	 	 	 	22,329	 	 	 	4,101	 	 	 	26,430	 
	6
	 	 	22,329	 	 	 	22,329	 	 	 	4,101	 	 	 	26,430	 
	7
	 	 	22,329	 	 	 	22,329	 	 	 	4,101	 	 	 	26,430	 
	8
	 	 	22,329	 	 	 	22,329	 	 	 	4,101	 	 	 	26,430	 
	9
	 	 	22,610	 	 	 	22,610	 	 	 	4,153	 	 	 	26,763	 
	10
	 	 	22,610	 	 	 	22,610	 	 	 	4,153	 	 	 	26,763	 
	11
	 	 	22,610	 	 	 	22,610	 	 	 	4,153	 	 	 	26,763	 
	12
	 	 	22,610	 	 	 	22,610	 	 	 	4,153	 	 	 	26,763	 
	14
	 	 	22,610	 	 	 	22,610	 	 	 	4,153	 	 	 	26,763	 
	15
	 	 	22,610	 	 	 	22,610	 	 	 	4,153	 	 	 	26,763	 
	16
	 	 	22,394	 	 	 	22,394	 	 	 	4,113	 	 	 	26,507	 
	17
	 	 	22,394	 	 	 	22,394	 	 	 	4,113	 	 	 	26,507	 
	18
	 	 	19,372	 	 	 	19,372	 	 	 	3,558	 	 	 	22,930	 
	19
	 	 	18,936	 	 	 	18,936	 	 	 	3,478	 	 	 	22,414	 
	20
	 	 	18,936	 	 	 	18,936	 	 	 	3,478	 	 	 	22,414	 
	 
	 
	 	 	409,977	 	 	 	346,362	 	 	 	63,615	 	 	 	409,977	 








 




			
	(1)	 	Square footage used to calculate rent expense





	 	 	 
	 
	 	 
	Chesapeake Plaza/Pier 1 Services Company

	 	 







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