Exhibit 10.31
THIRD AMENDMENT TO LEASE
AGREEMENT
THIS THIRD
AMENDMENT TO LEASE AGREEMENT (this “Third
Amendment”) is made on this 15 th day of January, 2008, by and
between LIBERTY VENTURE I, LP , a Delaware limited
partnership (“Landlord”), and LESLIE’S
POOLMART, INC., a Delaware corporation
(“Tenant”).
BACKGROUND:
A. Landlord’s predecessor,
Liberty Property Limited Partnership, and Tenant entered into a
certain Lease Agreement dated December 30, 1997 (the
“Original Lease”), as amended by First Amendment to
Lease Agreement dated June 3, 1999 (the “First
Amendment”) and Second Amendment to Lease Agreement dated
May 31, 2007 (the “Second Amendment” and, together
with the Original Lease, and the First Amendment, collectively, the
“Lease”), covering certain premises containing
approximately 130,540 rentable square feet (the
“Premises”), located in Landlord’s building (the
“Building”) at 300 Commodore Drive, Swedesboro, New
Jersey, as more fully described in the Original Lease.
B. Tenant desires to extend the term
of the Lease and to otherwise modify the Lease in certain respects
and Landlord has agreed to such extension and modification subject
to the provisions of this Third Amendment. Accordingly, Landlord
and Tenant desire to amend the Lease.
NOW, THEREFORE
, the parties hereto, in
consideration of the mutual promises and covenants contained herein
and in the Lease, and intending to be legally bound, hereby agree
that the Lease is amended as follows:
1. All capitalized terms used herein
and not otherwise defined herein shall have the meanings ascribed
to them in the Lease.
2. The “TERM” of
the Lease is hereby extended for one (1) additional term of
sixty-eight (68) months (the “Third Extended Term”)
commencing on May 1, 2008 and expiring at 11:59 P.M. local time on
December 31, 2013.
3. Section 1(c)(ii) of the Original
Lease, defining “EXPIRATION DATE” , is hereby
amended to extend the Expiration Date until December 31,
2013.
4. Tenant’s “MINIMUM
ANNUAL RENT” obligation for the Third Extended Term shall
be as follows:
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5/1/08 – 6/30/08
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—
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$48,408.58
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*7/1/08 – 8/31/08
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—
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$ 0.00
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9/1/08 – 6/30/09
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—
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$44,601.17
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7/1/09 – 6/30/10
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$545,918.28
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$45,493.19
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7/1/10 – 6/30/11
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$556,836.65
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$46,403.05
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7/1/11 – 6/30/12
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$567,973.38
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$47,331.12
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7/1/12 – 6/30/13
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$579,332.89
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$48,277.74
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7/1/13 – 12/31/13
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—
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$ 49,243.29
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*
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Monthly
installments of Estimated Annual Operating Expenses shall be
payable by Tenant in these months notwithstanding that no
installments of Minimum Annual Rent are then due and
payable.
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5. Tenant accepts the Premises in
its “as is” “where is” condition and
Landlord shall have no obligations whatsoever to improve or pay for
improvements to the Premises for Tenant’s use and
occupancy.
6. Section 6 of the Second Amendment
and Section 32 of the Original Lease, granting Tenant certain
options to extend the Term of the Lease, are hereby deleted in
their entirety and the following is substituted
therefore:
“ 32. Option to
Renew .
(a) Provided that Tenant is not then
in default hereunder, Tenant shall have the right and option to
extend the term of this lease under the same terms and conditions
(except for minimum annual rent and these options to renew) as
herein set forth for two (2) additional periods of five (5) years
each, the additional term to begin on January 1, 2014 for the first
five (5) year renewal option, and January 1, 2019 for the second
five (5) year renewal option. The option for the additional terms
must be exercised by Tenant by giving Landlord prior written notice
thereof nine (9) months prior to lease expiration.
(b) The minimum annual rent for the
first year of each additional term shall be equal to ninety-five
percent (95%) of the fair market rental value of the Premises,
determined pursuant to subsection 32(c) hereof, with three percent
(3%) annual escalations. There shall be no tenant improvement
allowance on the renewal options. The minimum annual rent for
each
