PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) THIRD AMENDMENT TO MASTER LEASE AGREEMENT
(PAGE
NUMBERS REFER TO PAPER DOCUMENT ONLY)
EXHIBIT 10.63
THIRD
AMENDMENT TO
This THIRD AMENDMENT TO MASTER LEASE
AGREEMENT (this “Amendment”) is made and entered into by and between WAL-MART
STORES EAST, LP, a Delaware limited partnership, WAL-MART STORES, INC., a
Delaware corporation, WAL-MART LOUISIANA, LLC, a Delaware limited liability
company, and WAL-MART STORES TEXAS, LLC, a Texas limited partnership
(collectively, “Landlord”) and CPI CORP, a Delaware corporation
(“Tenant”). The effective date (the “Effective Date”) of this
Amendment is the date on which this Amendment is last executed by a party
hereto, as indicated on the signature pages of this Amendment.
RECITALS
WHEREAS, Landlord and Portrait
Corporation of America, Inc. (“PCA”) entered into that certain Master Lease
Agreement (the “Master Lease”) effective June 8, 2007;
WHEREAS, PCA assigned its rights and
obligations under the Master Lease to Tenant pursuant to that certain First
Amendment to Master Lease Agreement effective June 20, 2007 (the “First
Amendment”); and
WHEREAS, Landlord and Tenant entered
into that certain Second Amendment to the Master Lease effective August 20, 2007
(the “Second Amendment”); and
WHEREAS, Landlord and Tenant desire to
modify the Master Lease in accordance with the terms and provisions of this
Amendment.
NOW, THEREFORE, in consideration of the
premises and promises contained herein, and other good and valuable
consideration, the receipt and sufficiency and validity of which are hereby
acknowledged, Landlord and Tenant agree as follows:
AGREEMENT
1.
Accuracy of
Recitals. The foregoing recitals are true and
correct and are hereby incorporated into this Amendment as if fully set forth
herein.
2. Definitions. Capitalized
terms used in this Amendment without definition shall have the meaning assigned
to such terms in the Master Lease as amended, unless the context expressly
required otherwise.
3. Amendment. The
Master Lease is amended as follows:
|
a.
|
Section
1.1H of the Master Lease is deleted and replaced by the
following:
“Leased Premises” means the areas of the Store
designated in Section A-1 of each fully executed Attachment A to this
Master Lease leased to Tenant by Landlord subject to the terms and
conditions of this Master
Lease.
|
|
b.
|
Section
1.1.K. of the Master Lease is deleted and replaced by the
following:
“Store”
or “Stores” means the “Wal-Mart” retail stores operated by Landlord
designated on Exhibit A
attached hereto and incorporated herein. Exhibit A in
the form attached hereto is hereinafter added to
this
Master Lease.
|
1 of
5
|
c.
|
On
or before July 31, 2008, Tenant shall close the 51 Leased Premises located
in Stores designated on Exhibit B
attached hereto and incorporated herein. The parties may extend
the July 31, 2008 Leased Premises
closure date by mutual written agreement. Exhibit B in
the form attached hereto is added to the Master Lease. All
Leased Premises closed in accordance with this Section 3(c) must be closed
in accordance with
Section 17.3 of the Master Lease, except that Tenant shall leave each
Leased Premises closed in accordance with this Section 3(c) in broom clean
condition.
|
|
d.
|
Appendix-1
of the Master Lease is hereby amended by deleting Section 8(e) in its
entirety.
|
|
e.
|
The
Hours of Operation defined in Section 3 of Appendix-1 of the Master Lease
are deleted and replaced by the following new minimum Hours of
Operation:
|
|
Day
|
Hours
|
Lunch
|
||
|
Sunday
– Thursday
|
10
am – 6 pm
|
Closed
2-3 pm
|
||
|
Friday
|
10
am – 7 pm
|
Closed
2-3 pm
|
||
|
Saturday
|
10
am – 7 pm
|
Open
|
4. Acknowledgement. Landlord
acknowledges that Tenant has complied with the requirements set forth in Section
8(e)(3) of Appendix-1 of the Master Lease for the fiscal year ending January 31,
2008, which has been deleted pursuant to Section 3(d) of this
Amendment.
5. Headings. The
section headings are for convenience of reference only and do no modify or
restrict any provisions hereof and shall not be used to construe any
provisions.
6. Successors. The
Amendment shall inure to the benefit of and bind the parties hereto and their
respective executors, heirs, administrators, successors and assigns to the
extent permitted by the Master Lease.
7. Full Force and
Effect. Except as expressly modified by this
Amendment, the Master Lease, as amended by the First and Second Amendments,
remains unmodified in full force and effect and is ratified by the parties
hereto.
8. Counterparts. This
Amendment may be executed in multiple counterparts, each of which shall be
deemed to be an original, but all of which, together, shall constitute one and
the same instrument. Facsimile signatures shall have the same force
and effect as original signatures.
IN WITNESS WHEREOF, the
parties have executed this Amendment as of the day and year written
below.
| LANDLORD: | |||
| WAL-MART STORES, INC. | |||
|
By:
|
/s/Xxx X. Xxxxxxxx | 4/15/08 | |
| Xxx X. Xxxxxxxx | Date | ||
| Title: | |||
2of
5
| WAL-MART STORES EAST, LP | |||
|
By:
|
/s/Xxx X. Xxxxxxxx | 4/15/08 | |
| Xxx X. Xxxxxxxx | Date | ||
| Title: | |||
| WAL-MART STORES TEXAS, LLC | |||
|
By:
|
/s/Xxx X. Xxxxxxxx | 4/15/08 | |
| Xxx X. Xxxxxxxx | Date | ||
| Title: | |||
| WAL-MART LOUISIANA, LLC | |||
|
By:
|
/s/Xxx X. Xxxxxxxx | 4/15/08 | |
| Xxx X. Xxxxxxxx | Date | ||
| Title: | |||
3of
5
Exhibit
A
(See
Attached)
4of
5
Exhibit
B
(See
Attached)
5of
5
