exv10w57



 










Exhibit 10.57




SECOND AMENDMENT

AND

EXTENSION TO LEASE AGREEMENT




     This is the Second Amendment and Extension to Lease Agreement dated May 29, 1997 by and
between C.E. HOLMAN LIMITED PARTNERSHIP, having a mailing address of 40 Grove Street, Wellesley,
Massachusetts 02181 (hereinafter referred to as the “Landlord”), and DOVER SADDLERY RETAIL, INC.,
having a mailing address of 525 Great Road, PO Box 1100, Littleton, MA 01460 (hereinafter referred
to as the “Tenant”).



     WHEREAS, on May 29, 1997, Landlord entered into a lease (the “Lease”) with Tenant for premises
located in a shopping area known as the Holman Block on Washington and Church Streets in the Town
of Wellesley, County of Norfolk, Massachusetts, being more specifically designated as the two
contiguous stores numbered 591 and 595 Washington Street comprising approximately 3,276 square feet
on the first floor and basement (hereinafter the “Premises”); and



     WHEREAS, the Lease states that the term of the Lease shall be for a period of nine (9) years
and ten (10) months, ending on the thirtieth (30th) day of June, 2007; and



     WHEREAS, the Lease states that the Tenant shall have the opportunity to extend the term of the
Lease for one (1) successive period of five (5) years, but wishes to extend for ten (10) years and
the Landlord agrees to a 10 year extension as set forth below; and



     WHEREAS, the Tenant desires to extend the term of the Lease for an additional ten (10) year
period, commencing on July 1, 2007 and terminating on June 30, 2017; and



     WHEREAS, Landlord acknowledges that Tenant has provided timely notice of its intention to
extend the term of the Lease for an additional ten (10) year period, commencing on July 1, 2007 and
terminating on June 30, 2017.



 









 





     NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the
parties agree as follows:




	 	1.	 	Pursuant to the terms of the Lease, Tenant is leasing the Premises from the
Landlord for an agreed upon extended term, commencing on July 1, 2007 and terminating on
June 30, 2017, with the Minimum Rent for the extended term fixed as hereinafter set
forth. Effective July 1, 2007, the Minimum Rent shall no longer be subject to increases
tied to the Consumer Price Index, hence the second paragraph within Section IV of the
Lease is deleted in its entirety.






	 	a.	 	July 1, 2007 through June 30, 2008 an annual Minimum Rent of
$111,384.00 payable in equal monthly installments of $9,282.00;
	 
	 	b.	 	July 1, 2008 through June 30, 2009 an annual Minimum Rent of
$117,936.00 payable in equal monthly installments of $9,828.00;
	 
	 	c.	 	July 1, 2009 through June 30, 2010 an annual Minimum Rent of
$124,488.00 payable in equal monthly installments of $10,374.00;
	 
	 	d.	 	July 1, 2010 through June 30, 2011 an annual Minimum Rent of
$131,040.00 payable in equal monthly installments of $10,920.00;
	 
	 	e.	 	July 1, 2011 through June 30, 2012 an annual Minimum Rent of
$137,592.00 payable in equal monthly installments of $11,466.00;
	 
	 	f.	 	July 1, 2012 through June 30, 2013 an annual Minimum Rent of
$137,592.00 payable in equal monthly installments of $11,466;
	 
	 	g.	 	July 1, 2013 through June 30, 2014 an annual Minimum Rent of
$144,144.00 payable in equal monthly installments of $12,012.00;
	 
	 	h.	 	July 1, 2014 through June 30, 2015 an annual Minimum Rent of
$150,696.00 payable in equal monthly installments of $12,558.00;
	 
	 	i.	 	July 1, 2015 through June 30, 2016 an annual Minimum Rent of
$157,248.00 payable in equal monthly installments of $13,104.00; and
	 
	 	j.	 	July 1, 2016 through June 30, 2017 an annual Minimum Rent of
$163,800.00 payable in equal monthly installments of $13,650.00






	 	2.	 	Section XXIX of the Lease is deleted in its entirety and replaced as follows:




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“XXIX. EXTENSION





The Lease having been extended through June 30, 2017, the Tenant shall have the right,
to be exercised as hereinafter provided, to extend the term of this Lease for one (1)
additional period of five (5) years upon the following terms and conditions:




	 	1.	 	At the time of the exercise of such right, the Tenant shall not be
in default in the performance of any of the terms, covenants, or conditions
herein contained with respect to a matter as to which notice of default has been
given hereunder and which has not been remedied within the time limited in this
Lease and the Tenant, during the prior 5 years, must not have been in default in
performance of any of the terms, covenants or conditions herein contained with
respect to a matter as to which notice of default has been given hereunder on
more than three (3) occasions regardless of whether said defaults were cured
within the time allowed under this lease.
	 
	 	2.	 	Said extension shall be upon the same terms, covenants, and
conditions as in this Lease provided, except that,






	 	a.	 	There will be no further right to extend the term of
this Lease beyond June 30, 2022;
	 
	 	b.	 	During the extension period beginning July 1, 2017
through June 30, 2022, the annual MINIMUM RENTAL rate payable by Tenant to
Landlord shall be the fair market rental value of the premises. Said fair
market rental value shall be determined as follows: Fair Market Rental
shall be defined as the average per square foot rental for street level
retail stores which have signed new leases within six (6) months on either
side of December 31, 2016, in the Wellesley Shopping District. The
Wellesley Shopping District shall be defined as the retail shopping area
within Wellesley (not Wellesley Hills) on Washington Street and Church
Street. Landlord shall on or before the expiration of thirty (30) days
from the date of Landlord’s receipt written notice as provided below,
inform Tenant of the annual MINIMUM RENTAL applicable to this extension
period.





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	 	c.	 	If Tenant does not agree in either instance with the
MINIMUM RENTAL within thirty (30) days of receipt of the notice of MINIMUM
RENTAL from the Landlord, the fair market rental shall be a matter of
arbitration, with each party bearing the cost of one arbitrator and
splitting the cost of a third arbitrator chosen by the two arbitrators
selected by the Landlord and Tenant. Arbitrators shall be persons
professionally qualified to determine fair commercial rental value in the
Town of Wellesley, having been active participants in the Wellesley real
estate marker for a minimum of five (5) years. Landlord and Tenant agree to
be bound by either the agreed upon rent or the arbitrated rent.
	 
	 	d.	 	The Tenant shall exercise its second right to extend
the term of the Lease for the extension period July 1, 2017 through June
30, 2022 by notifying the Landlord of the Tenant’s election to exercise
such right no later than October 1, 2016. Upon the giving of said notice,
this Lease shall be deemed to be extended for the specified period,
subject to the provisions of this article, without execution of any
further instrument.”






	 	3.	 	Tenant shall pay all past due Minimum Rent and Tenant’s Portion of real estate
taxes and common expenses for the term ending June 30, 2007 forthwith. Landlord and
Tenant agreed that the amounts due for all categories are $3,513.00
	 
	 	4.	 	Tenant shall pay all past due Minimum Rent and Tenant’s Portion of real estate
taxes and common expenses for the extended term commencing July 1, 2007 forthwith.
	 
	 	5.	 	Tenant shall forthwith pay Landlord, as a one time additional Minimum Rent
payment an amount equaling the amount Landlord paid Landlord’s appraiser to resolve the
Minimum Rent issue the sum of $2,250.00.




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	 	6.	 	In all other respects, the Lease Agreement dated May 19, 1997 is ratified and
confirmed.





     IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment and Extension to
Lease Agreement on this                      day of August, 2007.



	 	 	 	 	 
	 	LANDLORD:



C.E. HOLMAN LIMITED PARTNERSHIP
	 

	 	 	 
	 	By:  Steven H. Grindle, President of The Holman 
 Corporation,
 	 
	 	 	 
	 	By:  	     /s/ Steven H. Grindle
 	 
	 	 	Its General Partner, duly authorized 	 
	 	 	 	 
	 
	 	TENANT:


DOVER SADDLERY RETAIL, INC.

 	 
	 	By:  	/s/ Stephen L. Day
 	 
	 	 	Its duly authorized President 	 
	 	 	 	 



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