SECOND AMENDMENT TO OFFICE/SHOWROOM/WAREHOUSE LEASE
Exhibit 10.8
(b)
SECOND AMENDMENT TO
OFFICE/SHOWROOM/WAREHOUSE LEASE
OFFICE/SHOWROOM/WAREHOUSE LEASE
THIS SECOND AMENDMENT TO OFFICE/SHOWROOM/WAREHOUSE LEASE (this “Amendment”) is made and
entered into as of this 27th day of April, 2009, by and between 1135 ARBOR DRIVE INVESTORS
LLC, a Delaware limited liability company (“Landlord”) and UTLA SALON, COSMETICS & FRAGRANCE, INC.,
a Delaware corporation (“Tenant”).
WI T N E S S E T H:
WHEREAS, Tenant’s predecessor-in-interest, ULTA 3 Cosmetics & Salon, Inc. (“ULTA 3”),
and Landlord entered into that certain Office/Showroom/Warehouse Lease dated June 22, 1999 (the
“Base Lease”), pursuant to which ULTA 3 leased certain premises (the “Premises”)
consisting of 291,335 rentable square feet located at 0000 Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx (the
“Building”), as more particularly set forth in the Base Lease;
WHEREAS, Landlord and Tenant entered into that First Amendment to Lease dated November 1, 2000 (the
“First Amendment”; the Base Lease as amended by the First Amendment is referred to herein
as the “Current Lease”) that finalized and documented the Base Rental under the Current
Lease; and
WHEREAS, Landlord and Tenant desire to amend the Current Lease to extend the date by which Tenant
must elect to extend the Lease Term by the Renewal Term;
NOW THEREFORE, for and in consideration of the covenants and agreements hereinafter set forth, and
also in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby mutually
agree as follows:
1. Controlling Language; Definitions; Deletions. Insofar as the specific terms and
provisions of this Amendment purport to amend or modify or are in conflict with the specific terms,
provisions and exhibits of the Current Lease, the terms and provisions of this Amendment shall
govern and control; in all other respects, the terms, provisions and exhibits of the Current Lease
shall remain unmodified and in full force and effect. Capitalized terms used herein without
definition shall have the meaning ascribed to such terms in the Current Lease. The Current Lease as
amended by this Amendment is herein referred to as the “Lease.”
2. Renewal Term. Landlord and Tenant hereby agree to extend the date by which Tenant must
provide Landlord written notice to extend the Lease Term by the Renewal Term from April 30, 2009 to
May 31, 2009 and all other terms of the Renewal Option shall remain the same (including, without
limitation, the rental during the Renewal Term being at the greater of the fair market rental rate
or the Base Rental in effect at the end of the initial Lease Term).
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3. Real Estate Broker. Tenant represents to Landlord that it has not dealt with any real
estate broker with respect to this Amendment, except for Colliers Xxxxxxx & Xxxxxxxxxx, Inc. and
Nicolson, Porter & List, Inc., and no other broker is in any way entitled to any broker’s fee or
other payment in connection with this Amendment based upon its acts. Tenant shall indemnify and
defend Landlord against any claims by any other broker or third party for any payment of any kind
in connection with this Amendment arising from a breach of the foregoing representation.
4. Counterparts. This Amendment may be executed in counterparts, each of which shall
constitute an original, and all of which, when taken together, shall constitute one and the same
instrument.
5. Time is of the Essence. Time is of the essence for this Amendment and each provision
hereof and thereof.
6. Submission of Amendment. Submission of this instrument for examination shall not bind
Landlord and no duty or obligation on Landlord shall arise under this instrument until this
instrument is signed and delivered by Landlord and Tenant.
7. Entire Agreement. This Amendment and the Current Lease contain the entire agreement
between Landlord and Tenant with respect to Tenant’s leasing of the Premises. Except for the
Current Lease and this Amendment, no prior agreements or understandings with respect to the
Premises shall be valid or of any force or effect.
8. Severability. If any provision of this Amendment or the application thereof to any
person or circumstance is or shall be deemed illegal, invalid or unenforceable, the remaining
provisions hereof shall remain in full force and effect and this Amendment shall be interpreted as
if such legal, invalid or unenforceable provision did not exist herein.
9. Lease In Full Force and Effect. Except as modified by this Amendment, all of the terms,
conditions, agreements, covenants, representations, warranties and indemnities contained in the
Current Lease remain in full force and effect. In the event of any conflict between the terms and
conditions of this Amendment and the terms and conditions of the Current Lease, the terms and
conditions of this Amendment shall prevail.
10. Successors and Assigns. This Amendment is binding upon and shall inure to the benefit
of the parties hereto and their respective heirs, legal representatives, successors and assigns.
[Signatures are on next page]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
| LANDLORD: | ||||||
| 1135 ARBOR DRIVE INVESTORS LLC, a Delaware limited liability company |
||||||
| By: | UBS Realty Investors LLC, a Massachusetts limited liability company, its manager |
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| By: Name: |
/s/ Xxxxxxx Xxxxxxxxx
|
|||||
| Title: | Director | |||||
| TENANT: | ||||||
| ULTA SALON, COSMETICS & FRAGRANCE, INC., a Delaware corporation |
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| By: Name: |
/s/ Xxxx X. Xxxxx, Xx.
|
|||||
| Title: | Senior Vice President Growth & Development |
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