Contract



				Exhibit 10.4
*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

SECOND AMENDMENT TO MASTER LEASE AGREEMENT

This Second Amendment to Master Lease Agreement (this “Amendment”) is made and entered into by and between SEARS, XXXXXXX AND CO., a New York corporation, as the landlord (“Landlord”), and LANDS’ END, INC., a Delaware corporation, as the tenant (“Tenant”), to be effective on February 1, 2018 (the “Effective Date”).



	W I T N E S S E T H

WHEREAS, Landlord and Tenant previously entered into that certain Master Lease Agreement dated as of April 4, 2014, but effective as of February 1, 2014, as amended (the “Lease”).

WHEREAS, Landlord and Tenant desire to amend the terms of the Lease as set forth herein.

NOW, THEREFORE, pursuant to the foregoing, and in consideration of the mutual covenants and agreements contained in the Lease and herein, the Lease, as of the Effective Date of this Amendment, is hereby modified and amended as set out below:

1.Defined Terms. All capitalized terms used herein shall have the same meaning as defined in the Lease, unless otherwise defined in this Amendment.

2.Recitals. The Recitals of the Lease are hereby deleted and replaced with:

“Landlord desires to lease to Tenant, and Tenant desires to lease from Landlord, that certain premises within a building, which building location is set forth on Annex A, under the column heading “Store Name” (each, a “Building”), consisting of approximately the rentable square feet opposite each Building location on Annex A under the column describing square feet (“Sq Ft”), (each, a “Leased Premises”), upon the terms and conditions provided herein.”

3.Annex A. Annex A of the Lease is deleted in its entirety and replaced with Annex A attached hereto.

4.Annex C. Annex C of the Lease is deleted in its entirety and replaced with Annex C attached hereto.

5.Miscellaneous. With the exception of those terms and conditions specifically modified and amended herein, the herein referenced Lease shall remain in full force and effect in accordance with all its terms and conditions. In the event of any conflict between the terms and provisions of this Amendment and the terms and provisions of the Lease, the terms and provisions of this Amendment shall supersede and control.

6.Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts shall constitute one agreement. To facilitate execution of this Amendment, the parties may execute and exchange facsimile or e-mailed pdf counterparts of the signature pages and such counterparts shall serve as originals.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the dates set forth below, to be effective for all purposes, however, as of the Effective Date.



		LANDLORD:

		SEARS, XXXXXXX AND CO., a New York corporation

		By:	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Chief Financial Officer
		Date:	January 31, 2018


		TENANT:

		LANDS' END, INC., a Delaware corporation

		By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Chief Operating Officer/ Chief Financial Officer
		Date:	January 31, 2018

-2-



Annex A to Master Lease Agreement dated April 4, 2014 effective as of February 1, 2018

% Rent Location [*****] Gross Sales

Store Num

Store Name

Leased/Owned

Sq. Ft.

Rent PSF

Full Year

Monthly

Expiration Date

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

Jan

Full Year

FY2019

1004

1004 GARDEN CITY

Ground Lease

15,343

[*****]

1/31/2020

[*****]

1011

1011 GRANDVILLE

Owned

4,621

[*****]

1/31/2020

[*****]

1012

1012 DES MOINES

Owned

4,841

[*****]

1/31/2020

[*****]

1013

1013 XXXX BURNIE

Ground Lease

8,050

[*****]

1/31/2020

[*****]

1022

1022 OMAHA

Owned

4,760

[*****]

1/31/2020

[*****]

1023

1023 DULLES/LOUDOUN CNTY

Owned

9,535

[*****]

1/31/2019

[*****]

1029

1029 SPOKANE

Owned

6,049

[*****]

1/31/2019

[*****]

1033

1033 N ATTLEBORO

Owned

10,327

[*****]

1/31/2019

[*****]

1043

1043 MERIDEN

Owned

6,910

[*****]

1/31/2019

[*****]

1044

1044 JERSEY CTY/NEWPORT

Ground Lease

5,411

[*****]

1/31/2020

[*****]

1048

1048 PASADENA

Ground Lease

7,168

[*****]

1/31/2020

[*****]

1051

1051 STRONGSVILLE

Owned

5,833

[*****]

1/31/2019

[*****]

1073

1073 EXTON

Ground Lease

9,039

[*****]

10/5/2019

[*****]

1074

1074 WALDORF/ST XXXXXXX

Owned

8,771

[*****]

1/31/2020

[*****]

1104

1104 MARLBOROUGH

Owned

9,950

[*****]

1/31/2019

[*****]

1110

1110 PORTAGE

Owned

5,178

[*****]

1/31/2020

[*****]

1120

1120 COLUMBUS

Owned

8,374

[*****]

1/31/2020

[*****]

1136

1136 BIRMINGHAM/RIVERCHASE

Owned

4,215

[*****]

1/31/2020

[*****]

1139

1139 TUKWILA

Ground Lease

7,216

[*****]

7/31/2018

[*****]

1155

1155 KENNESAW

Owned

8,086

[*****]

1/31/2019

[*****]

1171

1171 SPRINGFIELD

Owned

4,748

[*****]

1/31/2020

[*****]

1182

1182 ST XXXXXX

Owned

8,004

[*****]

1/31/2019

[*****]

[*****] Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.

1192

1192 MUSKEGON

Owned

4,261

[*****]

1/31/2020

[*****]

1210

1210 COLUMBUS/POLARIS

Owned

6,611

[*****]

1/31/2020

[*****]

1221

1221 COLORADO SPRINGS

Owned

5,076

[*****]

1/31/2019

[*****]

1224

1224 HARRISBURG

Owned

7,435

[*****]

1/31/2019

[*****]

1253

1253 PEABODY

Ground Lease

13,313

[*****]

1/31/2020

[*****]

1263

1263 WATERBURY

Owned

7,176

[*****]

1/31/2019

[*****]

1271

1271 LITTLETON/DENVER SW

Owned

5,885

[*****]

1/31/2020

[*****]

1274

1274 RICHMOND/CHESTERFIELD

Ground Lease

7,551

[*****]

1/31/2020

[*****]

1278

1278 TORRANCE

Ground Lease

7,489

[*****]

1/31/2020

[*****]

1280

1280 SPRINGDALE

Ground Lease

16,506

[*****]

7/31/2019

[*****]

1283

1283 BRAINTREE

Ground Lease

8,694

[*****]

1/31/2020

[*****]

1290

1290 NILES

Owned

7,305

[*****]

1/31/2019

[*****]

1304

1304 SILVER SPRING

Ground Lease

4,973

[*****]

1/31/2019

[*****]

1314

1314 NEW BRUNSWICK

Owned

7,107

[*****]

1/31/2020

[*****]

1333

1333 POUGHKEEPSIE

Ground Lease

5,523

[*****]

1/31/2019

[*****]

1335

1335 GREENSBORO

Ground Lease

5,856

[*****]

1/31/2020

[*****]

1337

1337 PLANO

Owned

4,196

[*****]

1/31/2020

[*****]

1353

1353 DE XXXX/SYRACUSE

Owned

8,801

[*****]

1/31/2020

[*****]

1354

1354 WILLOW GROVE

Owned

8,635

[*****]

1/31/2019

[*****]

1364

1364 LAKE GROVE

Owned

7,133

[*****]

1/31/2019

[*****]

1368

1368 CONCORD

Ground Lease

9,947

[*****]

1/31/2019

[*****]

1374

1374 BEL AIR

Ground Lease

6,517

[*****]

1/31/2020

[*****]

1375

1375 WINSTON SALEM

Owned

10,406

[*****]

1/31/2020

[*****]

1404

1404 MASSAPEQUA

Ground Lease

6,997

[*****]

1/31/2020

[*****]

1443

1443 MANCHESTER

Owned

6,482

[*****]

1/31/2019

[*****]

1447

1447 FT WORTH

Owned

4,387

[*****]

1/31/2019

[*****]

[*****] Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.

1460

1460 LIVONIA

Owned

5,116

[*****]

1/31/2020

[*****]

1463

1463 BURLINGTON

Ground Lease

7,315

[*****]

1/31/2020

[*****]

1475

1475 DURHAM

Owned

7,596

[*****]

1/31/2020

[*****]

1494

1494 MOORESTOWN

Ground Lease

8,126

[*****]

1/31/2020

[*****]

1504

1504 WILLIAMSVILLE/BUFFALO

Owned

6,946

[*****]

1/31/2019

[*****]

1570

1570 SCHAUMBURG

Owned

6,552

[*****]

1/31/2020

[*****]

1595

1595 GREENVILLE

Owned

5,742

[*****]

1/31/2019

[*****]

1600

0000 XXXXXXXXXXXX XXXXXXXXX XX

Owned

15,291

[*****]

1/31/2020

[*****]

1605

1605 RALEIGH

Owned

7,204

[*****]

1/31/2019

[*****]

1610

1610 CINCINNATI NORTHGATE

Owned

5,933

[*****]

1/31/2019

[*****]

1614

1614 XXXXXXXXXX

Owned

8,270

[*****]

1/31/2019

[*****]

1620

1620 XXXXXX HILLS

Owned

7,853

[*****]

1/31/2019

[*****]

1644

1644 LANCASTER

Ground Lease

8,635

[*****]

1/31/2020

[*****]

1654

1654 MEDIA

Ground Lease

8,919

[*****]

1/31/2020

[*****]

1685

1685 DULUTH

Owned

6,545

[*****]

1/31/2019

[*****]

1690

1690 CHESTERFIELD

Owned

8,489

[*****]

1/31/2020

[*****]

1710

1710 NO OLMSTED

Owned

8,789

[*****]

1/31/2020

[*****]

1720

1720 STERLING HTS

Owned

8,167

[*****]

1/31/2019

[*****]

1722

1722 BLOOMINGTON

Ground Lease

8,564

[*****]

1/31/2020

[*****]

1730

1730 XXXXXXXX

Owned

6,338

[*****]

1/31/2019

[*****]

1734

1734 LAWRENCEVILLE

Owned

10,295

[*****]

1/31/2020

[*****]

1744

1744 OCEAN

Owned

8,224

[*****]

1/31/2019

[*****]

1754

1754 GAITHERSBURG

Owned

8,839

[*****]

1/31/2020

[*****]

1760

1760 NOVI

Owned

8,769

[*****]

1/31/2019

[*****]

1765

1765 PALM BEACH GARDENS

Ground Lease

6,188

[*****]

10/31/2018

[*****]

1800

1800 MISHAWAKA

Owned

5,927

[*****]

1/31/2020

[*****]

[*****] Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.

1804

1804 BARBOURSVILLE

Owned

8,441

[*****]

1/31/2019

[*****]

1805

1805 RALEIGH

Owned

7,318

[*****]

1/31/2019

[*****]

1834

1834 NORTH WALES

Ground Lease

9,819

[*****]

1/31/2020

[*****]

1853

1853 WILMINGTON

Owned

8,415

[*****]

1/31/2019

[*****]

1854

1854 PARKVILLE

Owned

7,928

[*****]

1/31/2020

[*****]

1958

0000 XXX XXXX/XXX XXXXX

Ground Lease

7,547

[*****]

3/23/2018

[*****]

2027

2027 WASILLA

Ground Lease

7,063

[*****]

1/31/2019

[*****]

2092

2092 APPLETON

Owned

5,792

[*****]

1/31/2020

[*****]

2183

2183 SO PORTLAND

Owned

5,564

[*****]

1/31/2019

[*****]

2309

2309 SILVERDALE

Owned

4,226

[*****]

1/31/2019

[*****]

2395

2395 MANASSAS

Ground Lease

7,407

[*****]

6/14/2019

[*****]

Total

[*****]

Count

Adjustment 1

Adjustment 2

Adjustment 3

Revised Totals

[*****]

[*****] Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.



		ANNEX C

		PERCENTAGE RENT

Commencing on February 1, 2018, with respect to the Leased Premises listed below (the “Contingent Rent Locations”), Tenant shall pay as Rent the greater of (i) the Rent set forth on Annex A or (ii) [*****] of Tenant’s Gross Sales for each applicable location as described on this Annex C. With respect to each Contingent Rent Location, Tenant shall pay to Landlord each month throughout the Term the Rent set forth on Annex A, subject to reconciliation as set forth below.

Contingent Rent Locations:

The locations as indicated on Annex A.

With respect to each Contingent Rent Location, the term “Gross Sales”, shall mean all cash, check, charge account or credit sales of Tenant’s merchandise (excluding sales of gift cards until time of redemption) made in or from the applicable Leased Premises, and sales or service by any sublessee, assignee, concessionaire or licensee in such Leased Premises, as determined in accordance with GAAP, as amended, after deductions for refunds and merchandise returned by customers. No deduction shall be allowed for uncollected or uncollectible credit accounts. Gross Sales shall not include (i) any sums collected and paid out for any sales or excise tax imposed by any duly constituted governmental authority, (ii) the exchange of merchandise between the stores of Tenant, if any, where such exchanges of goods or merchandise are made solely for the convenient operation of the business of Tenant and not for the purpose of consummating a sale which has theretofore been made at, in, from or upon the applicable Leased Premises, and/or for the purpose of depriving Landlord of the benefit of a sale which otherwise would be made at, in, from or upon such Leased Premises, (iii) the amount of returns to shippers or manufacturers, (iv) the amount of any cash or credit refund made upon any sale where the merchandise sold, or some part thereof, is thereafter returned by the customer and accepted by Tenant, (v) receipts from customers for carrying charges or other credit charges, or (vi) the sale of fixtures after their use in the conduct of business in such Leased Premises.

Within thirty (30) days after the close of each fiscal year, Tenant shall, for each Contingent Rent Location, deliver to Landlord a statement of Gross Sales for each such fiscal year showing the Gross Sales made during such fiscal year, certified by a duly qualified officer of Tenant as being true, complete and correct. For any Contingent Rent Location at which the calculation of [*****] of Tenant’s Gross Sales (the “Percentage Rent Payment”) is greater than the amount of Rent which was paid for such location pursuant to Annex A, Tenant’s statement of Gross Sales shall also be accompanied by a payment of the difference between the Percentage Rent Payment and the Rent which was paid pursuant to Annex A.

[*****] Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.

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