EX-10.17.3



 Exhibit 10.17.3 
 THIRD AMENDMENT TO OFFICE LEASE 
 THIS THIRD AMENDMENT TO OFFICE
LEASE (“Third Amendment”) is entered into effective as of January 28, 2013 (the “Effective Date”), by and between Chesapeake Plaza, L.L.C., an Oklahoma limited liability company (“Landlord”) and Pier 1 Services
Company, a Delaware statutory trust (“Tenant”). 
 WITNESSETH: 

WHEREAS, Landlord and Tenant entered into that certain Office Lease dated June 9, 2008 (the “Original Lease”) for certain
space (the “Premises”) in the office building known as Chesapeake Plaza located at 100 Pier 1 Place, Fort Worth, Tarrant County, Texas (the “Building”); and 

WHEREAS, Landlord and Tenant entered into that certain First Amendment to Office Lease dated June 20, 2008 (the “First
Amendment”); and 
 WHEREAS, Landlord and Tenant entered into that certain Second Amendment to Office Lease dated
July 1, 2011 (the “Second Amendment”, and together with the Original Lease and the First Amendment, the “Lease”); and 
 WHEREAS, the parties hereto have now agreed to further modify the Lease in certain respects on the terms and conditions as set forth herein. 

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants herein set forth, and for such other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to amend the Lease as follows: 

1. Defined Terms. All initially capitalized terms used but not defined herein will have the same meanings as ascribed to them in the Lease.

 2. Term. Landlord and Tenant have agreed to extend the Term through and including 11:59 p.m. on June 30, 2022 for all purposes
under the Lease. Accordingly, as of the Effective Date, all references to the length of the Term and/or the Expiration Date shall be modified accordingly. 
 3. Expansion of Premises. Effective as of the dates set forth below, the Premises will be expanded, as follows: 
  

	 	3.1	 Effective as of March 1, 2013 (the “16th Floor Expansion Date”), the Premises is hereby expanded to include the entire 16th floor of the Building, which is comprised of a total of 26,507
square feet of Rentable Square Footage (the “16th
Floor Expansion Space”). Accordingly, as of the 16th Floor Expansion Date, all references in the Lease to the Rentable Square Footage of the Premises shall for all purposes under the Lease be deemed to be 281,610 square feet.



  
 THIRDAMENDMENT TO OFFICE LEASE 

(PIER 1 SERVICES COMPANY) 

  









	 	3.2	 Effective as of May 1, 2013 (the “15th Floor Expansion Date”), the Premises is hereby expanded to include the entire 15th floor of the Building, which is comprised of a total of 26,763
square feet of Rentable Square Footage (the “15th
Floor Expansion Space”, and together with the 16th
Floor Expansion Space, the “Expansion Space”). Accordingly, as of the 15th Floor Expansion Date, all references in the Lease to the Rentable Square Footage of the Premises shall for all purposes under the Lease be deemed to be 308,373 square feet. 



 

	 	3.3	 Landlord expressly disclaims any and all warranties of any nature, express or implied, in fact or by law with respect to the Expansion Space, including
without limitation, the implied warranties of habitability, suitability, merchantability and fitness for any particular purpose. By occupying the 16th Floor Expansion Space as of the 16th Floor Expansion Date and the 15th Floor Expansion Space as of the 15th Floor Expansion Date, respectively, Tenant accepts the Expansion Space in its “as-is” condition and
configuration and shall be deemed to have accepted delivery of the same, and TENANT HEREBY AGREES THAT AS OF THE
16TH FLOOR EXPANSION DATE AND THE 15TH FLOOR EXPANSION DATE, RESPECTIVELY, THE EXPANSION SPACE IS OR WILL
BE IN GOOD ORDER AND SATISFACTORY CONDITION AND THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, BY LANDLORD REGARDING THE EXPANSION SPACE. 


 4. Increased Base Rent. Commencing on the dates set forth below and continuing for each calendar month thereafter throughout the remainder of the Term, Tenant’s monthly Base Rent as set forth
in Section 1.D of the Lease is hereby amended as follows: 
  

									
	 Period
	  	Annual Rate
Per Square Foot	 	  	Monthly
Base Rent	 
	
16th Floor Expansion Date through April 30, 2013
	  	$	25.00	  	  	$	586,687.50	  
	 May 1, 2013 through June 30, 2015
	  	$	25.00	  	  	$	642,443.75	  
	 July 1, 2015 through June 30, 2018
	  	$	26.50	  	  	$	680,990.38	  
	 July 1, 2018 through June 30, 2022
	  	$	27.50	  	  	$	706,688.13	  

 5. Grant of Option to Extend Term. Tenant is hereby granted the right and option to extend the Term of this Lease
for one (1) renewal period of five (5) years (the “Renewal Period”), which option shall be exercised by delivery of written notice to Landlord given no later than six (6) months prior to the Expiration Date, provided that at
the time of such notice and at the commencement of such Renewal Period, (i) Tenant remains in occupancy of at least eighty percent (80%) of the Premises, and (ii) no uncured event of default exists under the Lease. The Base Rent due
and payable for the Premises during the Renewal Period shall be as follows: during the first two (2) Lease Years of the Renewal Period, the Base Rent shall be at the annual rate of Thirty and No/100 Dollars ($30.00) multiplied by the Rentable
Square Footage of the Premises, and during the last three (3) Lease Years of the Renewal Period, the Base Rent shall be at the annual rate of Thirty-two and 50/100 Dollars ($32.50) multiplied by the Rentable Square Footage of the Premises. In
the event Tenant timely exercises the foregoing option, the Renewal Period shall be considered part of the Term of the Lease and all other terms and conditions of this Lease shall continue to apply during the Renewal Period, except that Tenant shall
have no further option to extend the Term of the Lease. 
  

THIRDAMENDMENT TO OFFICE LEASE 
 (PIER 1 SERVICES
COMPANY) 

  
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 6. Cafeteria Covenants. Upon the closing of a sale of the Property from Landlord to a third party,
Section 7.A.(11) of the Lease is amended as of such closing date to read as follows: 
 “(11) A cafeteria offering food
for purchase on the terrace level of the Building on Business Days, with products, service and pricing substantially similar to or better than food service operations commonly offered in other corporate cafeterias in the Dallas/Ft. Worth metro area
which are operated by companies engaged in the business of offering such services on a contract basis, such as by way of example, Aramark, Sodexo or Compass Group, and which food service operations are reasonably similar to the cafeteria in the
Building; provided, however: 
  

	 	(A)	In the event the number of total permanent Building occupants falls below 640, Landlord, at its discretion, may terminate such cafeteria or food service for the
Building. Landlord’s right to discontinue cafeteria food service on individual days for Holidays or inclement weather is limited as provided in Section 7.A(11)(B) below; and 


 

	 	(B)	Notwithstanding anything herein to the contrary, Landlord shall not be required to provide such cafeteria or food service on the following days:


  

	 	(i)	Days that Landlord is closed for business due to inclement weather (provided that Landlord delivers notice of such closure to Tenant at the same time such notice is
provided to Landlord’s Building employees); 

  

	 	(ii)	The Friday immediately before Easter, commonly known as Good Friday; or 

  

	 	(iii)	At Landlord’s election, either the day before or the day after New Year’s Day, or, if New Year’s Day falls on a weekend, then, at Landlord’s
election, either the day before or the day after the Holiday designated by Landlord in place of New Year’s Day.” 

 7. Name of Building. Upon the closing of a sale of the Property from Landlord to a third party, the Lease is hereby modified to add the following, effective from and after such closing date: for so
long as Tenant occupies at least seventy-five percent (75%) of the Rentable Square Footage of the Building as of the
15th Floor Expansion Date, (i) the Building shall be
designated and named “Pier 1 Imports Building” or other similar name designated by Tenant from time to time which includes the name of Tenant or any Affiliate of Tenant, and (ii) Tenant shall have the right to change the
Building’s address to “100 Pier 1 Place”, at Tenant’s sole cost and expense. Notwithstanding anything in Section 28 of the Lease to the contrary, from and after such closing date, Landlord shall not have the right to change
the Building’s name, address or signage for so long as Tenant meets the criteria set forth above. 
  
 THIRDAMENDMENT TO OFFICE LEASE 
 (PIER 1 SERVICES COMPANY) 

  
 3 








 8. Tenant’s Additional Signage Rights. Upon the closing of a sale of the
Property from Landlord to a third party, the Lease is hereby modified to add the following, effective from and after such closing date: for so long as Tenant occupies at least seventy-five percent (75%) of the Rentable Square Footage of the
Building as of the 15th Floor Expansion Date,
Section 31.P of the Lease is hereby modified to add the following additional signage rights to those already existing rights set forth therein: notwithstanding anything in Section 31.P. of the Lease to the contrary, Tenant shall have the
right to modify the current Building signage, monuments and flags and any new Building identification signs, monuments or flags to reflect the Building naming rights described in paragraph 7 of this Third Amendment, including, the right to
remove existing signage on the three (3) pedestal directional signs and on the East and South entrance doors of the Building identifying the name of the Building as Chesapeake Plaza or including the Chesapeake Logo, and to display and maintain,
at Tenant’s sole cost and expense, signage identifying the changed name of the Building on the three (3) pedestal directional signs and on the East and South entrance doors of the Building. Tenant shall pay the costs of the fabrication and
installation of such new signage, and the removal of the previous signage, and shall deliver to Landlord the signs removed and replaced by Tenant, for Landlord’s disposition. Landlord and/or its other tenants shall have the right to maintain
the existing signage positions on the pedestal sign at the Energy Way entry to the Property and the pedestal sign at Forrest Park and 5th Street. 
 9.
Guaranty. Landlord has required as a condition to entering into this Third Amendment that Pier 1 Imports, Inc., a Delaware corporation (the “Guarantor”) provide an unconditional guarantee of the performance of the obligations of
Tenant throughout the Term of the Lease, including the payment of all amounts provided for therein. The Guarantor must duly execute a Guaranty in a form reasonably acceptable to both parties and deliver the same to Landlord as a condition to, and
prior to the effectiveness of, Landlord’s obligations under this Third Amendment. 
 10. 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 Third Amendment. Tenant and Landlord shall each indemnify the other against all costs, expenses, 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. 
  

THIRDAMENDMENT TO OFFICE LEASE 
 (PIER 1 SERVICES
COMPANY) 

  
 4 








 11. Notice Address Change. The notice address for Landlord set forth in section 1.M of the Lease is
hereby changed and amended to be the following: 
 If to Landlord: 

Chesapeake Plaza, L.L.C. 
 c/o Chesapeake Land Development Company, L.L.C. 
 P.O. Box 54853 

Oklahoma City, OK 73154-0496 
 Attn: Dan LeDonne 
 Telephone Number:      (405)
935-2532 
 Telecopy Number:        (405) 849-2532 

With copy to: 
 Chesapeake Plaza, L.L.C. 
 6100 N.Western Ave. 

Oklahoma City, OK 73118 
 Attn: General Counsel 
 Telephone Number:      (405)
848-8000 
 Telecopy Number:        (405) 879-9561 

With copy to: 
 Joe C. Lewallen, Jr. 
 Commercial Law Group, P.C. 

5520 North Francis Avenue 
 Oklahoma City, OK 73118-6040 
 Telephone
Number:      (405) 232-3001 
 Telecopy
Number:        (405) 232-5553 
 12. Entire Agreement; Supercession. This Third Amendment shall
become effective only upon its full execution and delivery by Landlord and Tenant. This Third 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 Third
Amendment. In all respects, except as specifically amended hereby, the terms and conditions of the Lease remain in full force and effect and unabated and the Lease, as amended by this Third Amendment, shall be binding upon and shall inure to the
benefit of the parties hereto, their successors and permitted assigns. 
 13. Multiple Counterparts. The parties may execute this Third
Amendment in counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one and the same instrument. To facilitate execution of this Third Amendment, the parties may execute and exchange, by
telephone facsimile or electronic mail PDF, counterparts of the signature pages. 
 (Signature Pages Follow) 

 
 THIRDAMENDMENT TO OFFICE LEASE 

(PIER 1 SERVICES COMPANY) 

  
 5 








 Exhibit 10.17.3 
 SIGNATURE PAGE TO 
 THIRD AMENDMENT TO OFFICE LEASE

 IN WITNESS WHEREOF, Landlord and Tenant have executed this Third Amendment as of the Effective Date hereof.

  

			
	 LANDLORD:
  

CHESAPEAKE PLAZA, L.L.C.,
 an Oklahoma
limited liability company

		
	By:	 	 
	Name: Henry J. Hood
	Title: Senior Vice President - Land


  
 THIRDAMENDMENT TO OFFICE LEASE

 (PIER 1 SERVICES COMPANY) 

  








 Exhibit 10.17.3 
 SIGNATURE PAGE TO 
 THIRD AMENDMENT TO OFFICE LEASE

 IN WITNESS WHEREOF, Landlord and Tenant have executed this Third Amendment as of the Effective Date hereof.

  

					
	 TENANT:
  

PIER 1 SERVICES COMPANY,
 a Delaware
statutory trust

		
	By:	 	Pier 1 Holdings, Inc., a Delaware corporation, its managing trustee
			
		 	By:	 	 
		 	Name: Alexander W. Smith
		 	Title: President and CEO


  
 THIRDAMENDMENT TO OFFICE LEASE

 (PIER 1 SERVICES COMPANY)