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Exhibit 10.11
EXECUTION COPY
AMENDMENT TO SUBLEASE AGREEMENT
This amendment to the Sublease Agreement dated June 11, 1995 (the
"Sublease Agreement") between Victoria's Secret Stores, Inc., a Delaware
corporation (hereinafter referred to as "Landlord") and Abercrombie & Fitch Co.,
a Delaware corporation (hereinafter referred to as "Tenant") is entered into and
made as of the 19th day of May, 1998, by and between the Landlord and the
Tenant.
W I T N E S S E T H:
WHEREAS, Landlord has leased from Distribution Land Corp., a
Delaware corporation ("DLC"), a certain office/warehouse distribution facility
containing approximately 951,798 square feet of floor space, identified on
Exhibit A attached to the Sublease Agreement (the "Building"), pursuant to the
terms of that certain Building Lease Agreement between Landlord and DLC dated as
of June 1, 1995 (the "Building Lease"); and
WHEREAS, the Building is located upon an approximately 321.1 acre
parcel of land located at the intersection of East Broad Street (State Route 16)
and Xxxxxx Road, Reynoldsburg, Ohio, which land is depicted on Exhibit A
attached to the Sublease Agreement (the "Campus"); and
WHEREAS, Landlord subleased to Tenant a portion of the Building as
more particularly described in the Sublease Agreement (the "Premises") and
granted to Tenant the right to utilize certain common areas and facilities
located within the Building and the Campus, all subject to the terms and
conditions of the Sublease Agreement and the Building Lease; and
WHEREAS, Landlord and Tenant desire to amend the Sublease Agreement
as hereinafter provided.
NOW, THEREFORE, in consideration of the premises described above and
the mutual promises set forth herein, Landlord and Tenant, intending to be
legally bound, hereby agree as follows:
SECTION 1. Definitions. Any capitalized terms not defined herein shall
have the meanings ascribed to them in the Sublease Agreement.
SECTION 2. Amendments. Effective as of the date hereof, the parties agree
that the Sublease Agreement shall be amended as follows:
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(a) Section 1.02.C(ii) shall be deleted and replaced with the
following:
"(ii) The space within the Premises is further depicted on the floor
plan attached hereto as EXHIBIT B and made a part hereof by
this reference, and consists of the following approximate
number of square feet: 271,617 (consisting of 70,320 square
feet of office space and 201,297 square feet of distribution
space)"
(b) Section 1.02.D shall be deleted and replaced with the following:
"D. Term: Six (6) years, beginning on June 1, 1995 (the
"Commencement Date") and ending on May 31, 2001 (the
"Expiration Date")"
(c) Section 1.02.E(i) shall be deleted and replaced with the following:
"(i) Office space - $11.00 per square feet, or $773,520.00"
(d) Section 1.02.E(iii) shall be deleted and replaced with the
following:
"(iii) Total Annual Base Rent (for distribution and office space) of
$1,347,216.45"
(e) Section 1.02.F shall be deleted and replaced with the following:
"F. Monthly Installments of Base Rent (for distribution and office
space): $112,268.04"
(f) Section 1.02.G and Section 3.05 shall be deleted in their entirety.
(g) EXHIBIT B shall be deleted and replaced with the new Exhibit B
attached hereto.
SECTION 3. No Other Modifications. Except as amended hereby, the
Sublease Agreement shall remain unchanged and the Sublease Agreement as amended
shall remain in full force and effect.
SECTION 4. Governing Law. This Amendment shall be construed and
enforced in accordance with the laws of the State of Ohio.
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SECTION 5. Successors and Assigns. This Amendment and the respective
rights and obligations of the parties hereto shall inure to the benefit of and
be binding upon the successors and assigns of the parties hereto, as well as the
parties themselves.
SECTION 6. Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original and said counterparts
shall together constitute one and the same instrument, binding all of the
parties hereto, notwithstanding all of the parties are not signatory to the
original or the same counterparts.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
Witnesses as to Landlord: LANDLORD:
VICTORIA'S SECRET STORES, INC., a
Delaware corporation
________________________________ By: ______________________________
Print Name:_____________________ Name:
Title:
________________________________
Print Name:_____________________ ATTESTED BY:
________________________________ __________________________________
Print Name:_____________________ Name:
Title:
________________________________
Print Name:_____________________
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Witnesses as to Tenant: TENANT:
ABERCROMBIE & FITCH, INC., a
Delaware corporation
________________________________ By: ______________________________
Print Name:_____________________ Name:
Title:
Print Name:_____________________ ATTESTED BY:
________________________________ __________________________________
Print Name:_____________________ Name:
Title:
________________________________
Print Name:_____________________
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STATE OF OHIO,
COUNTY OF FRANKLIN, SS:
The foregoing instrument was acknowledged before me this 19th day of
May, 1998, by __________________ and __________________, ______________,
respectively, of Victoria's Secret Stores, Inc., a Delaware corporation, on
behalf of the corporation.
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Notary Public
Notarial Seal
STATE OF OHIO,
COUNTY OF FRANKLIN, SS:
The foregoing instrument was acknowledged before me this 19th day of
May, 1998, by ______________________ and ____________________,
___________________, respectively, of Abercrombie & Fitch, Inc., a Delaware
corporation, on behalf of the corporation.
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Notary Public
Notarial Seal
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