Contract



				Exhibit 10.8
*** 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 SUBLEASE AGREEMENT

This Second Amendment to Master Sublease Agreement (this “Amendment”) is made and entered into by and between SEARS, XXXXXXX AND CO., a New York corporation and KMART CORPORATION, a Michigan corporation (as their interests may appear), each as a sublandlord (collectively, “Sublandlord”), and LANDS’ END, INC., a Delaware corporation, as the subtenant (“Subtenant”), to be effective on February 1, 2018 (the “Effective Date”).



	W I T N E S S E T H

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

WHEREAS, Sublandlord and Subtenant desire to amend the terms of the Sublease as set forth herein.

NOW, THEREFORE, pursuant to the foregoing, and in consideration of the mutual covenants and agreements contained in the Sublease and herein, the Sublease, 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 Sublease, unless otherwise defined in this Amendment.

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

“Sublandlord, pursuant to the leases set forth on Annex B (including any amendments thereto, but except to the extent no longer applicable) (each lease, a “Master Lease”), by and between Sublandlord and the applicable landlord under each Master Lease (each, a “Landlord”), desires to sublease to Subtenant, and Subtenant desires to sublease from Sublandlord 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 “Subleased Premises”), upon the terms and conditions provided herein.”

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

4.Annex C. Annex C of the Sublease 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 Sublease 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 Sublease, 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.



		SUBLANDLORD:

		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


		KMART CORPORATION, a Michigan corporation

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

		SUBTENANT:
		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



Annex A to Master Sublease 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

1003

1003 SALEM

Lease

8,532

[*****]

1/31/2019

[*****]

1019

1019 PLEASANTON

Lease

8,166

[*****]

1/31/2019

[*****]

1024

1024 FALLS CHURCH

Lease

7,472

[*****]

11/30/2018

[*****]

1034

1034 PITTSBURGH/XXXX XXXX

Lease

16,979

[*****]

4/13/2018

[*****]

1053

1053 SAUGUS

Lease

5,565

[*****]

1/31/2020

[*****]

1059

1059 SEATTLE/SHORELINE

Lease

6,575

[*****]

4/13/2018

[*****]

1062

1062 BROOKFIELD

Lease

9,484

[*****]

3/23/2018

[*****]

1064

1064 LANGHORNE/OXFORD VLY

Lease

8,103

[*****]

1/31/2019

[*****]

1079

1079 PORTLAND WASHINGTON SQ

Lease

14,142

[*****]

1/31/2019

[*****]

1089

1089 ANCHORAGE(SUR)

Lease

7,930

[*****]

4/13/2018

[*****]

1112

1112 MINNETONKA

Lease

5,712

[*****]

1/31/2020

[*****]

1122

1122 MAPLEWOOD

Lease

6,421

[*****]

1/31/2020

[*****]

1131

1131 LITTLETON DENVER

Lease

6,372

[*****]

1/31/2019

[*****]

1133

1133 LEOMINSTER

Lease

7,483

[*****]

1/31/2020

[*****]

1134

1134 MILFORD

Lease

9,130

[*****]

1/31/2020

[*****]

1148

1148 VENTURA

Lease

6,691

[*****]

1/31/2020

[*****]

1154

1154 WHITEHALL

Lease

7,401

[*****]

1/31/2020

[*****]

1156

1156 ROSEVILLE

Lease

7,565

[*****]

1/31/2019

[*****]

1163

1163 BURLINGTON

Lease

12,899

[*****]

4/13/2018

[*****]

1170

1170 LANSING

Lease

9,553

[*****]

11/30/2019

[*****]

1185

1185 ASHEVILLE

Lease

8,263

[*****]

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.

1193

1193 WATERFORD

Lease

7,484

[*****]

1/31/2020

[*****]

1202

1202 BEAVERCREEK/DAYTON

Lease

7,316

[*****]

10/26/2018

[*****]

1213

1213 AUBURN

Lease

9,695

[*****]

1/31/2019

[*****]

1243

1243 HANOVER

Lease

15,329

[*****]

1/31/2019

[*****]

1244

1244 YORK/GALLERIA

Lease

9,706

[*****]

1/31/2019

[*****]

1254

1254 WILMINGTON

Lease

7,863

[*****]

4/13/2018

[*****]

1273

1273 HOLYOKE

Lease

7,635

[*****]

10/24/2019

[*****]

1275

1275 ATLANTA/NORTHLAKE

Lease

7,993

[*****]

1/31/2019

[*****]

1284

1284 ALEXANDRIA

Lease

9,608

[*****]

1/31/2020

[*****]

1330

1330 EVANSVILLE

Lease

4,495

[*****]

4/13/2018

[*****]

1334

0000 XXXXXXXXXX XXXXX XXXXX

Lease

7,909

[*****]

1/31/2019

[*****]

1385

1385 ATLANTA

Lease

7,587

[*****]

1/31/2020

[*****]

1388

1388 COSTA MESA

Lease

8,042

[*****]

1/31/2019

[*****]

1390

1390 XXX ARBOR

Lease

14,168

[*****]

1/31/2020

[*****]

1395

1395 KNOXVILLE WEST TOWN

Lease

7,705

[*****]

1/31/2020

[*****]

1403

1403 NATICK

Lease

14,466

[*****]

1/31/2020

[*****]

1410

1410 CANTON

Lease

8,979

[*****]

1/31/2020

[*****]

1414

1414 NANUET

Lease

7,562

[*****]

1/31/2020

[*****]

1415

1415 CLEARWATER/COUNTRYSIDE

Lease

6,012

[*****]

1/31/2020

[*****]

1424

1424 BETHESDA

Lease

11,680

[*****]

1/31/2019

[*****]

1438

1438 EL CAJON

Lease

6,511

[*****]

1/31/2019

[*****]

1454

1454 BENSALEM/CORNWELLS HTS

Lease

7,123

[*****]

1/31/2020

[*****]

1455

1455 WILMINGTON

Lease

5,047

[*****]

1/31/2019

[*****]

1464

1464 DEPTFORD

Lease

7,995

[*****]

1/31/2019

[*****]

1478

1478 SAN BRUNO

Lease

7,017

[*****]

1/31/2019

[*****]

1490

1490 XXXX

Lease

9,074

[*****]

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.

1528

1528 SAN XXXXXX

Lease

6,922

[*****]

4/13/2018

[*****]

1538

1538 CITRUS HTS SUNRISE

Lease

8,827

[*****]

1/31/2020

[*****]

1560

1560 DAYTON DAYTON MALL

Lease

8,969

[*****]

1/31/2020

[*****]

1574

1574 MIDDLETOWN

Lease

8,471

[*****]

1/31/2020

[*****]

1584

1584 XXXXXX

Lease

7,688

[*****]

1/31/2020

[*****]

1623

1623 CLAY (SYRACUSE)

Lease

8,542

[*****]

1/31/2020

[*****]

1645

1645 BOCA RATON

Lease

6,696

[*****]

4/13/2018

[*****]

1646

1646 PINEVILLE

Lease

5,894

[*****]

1/31/2019

[*****]

1658

1658 SANTA XXXX

Lease

3,871

[*****]

1/31/2020

[*****]

1674

1674 WHITE PLAINS

Lease

8,729

[*****]

8/31/2018

[*****]

1695

1695 ALPHARETTA

Lease

12,110

[*****]

10/19/2018

[*****]

1725

1725 ANNAPOLIS

Lease

12,398

[*****]

1/31/2019

[*****]

1733

1733 YONKERS

Lease

6,664

[*****]

1/31/2020

[*****]

1750

1750 ORLAND PARK

Lease

7,154

[*****]

4/13/2018

[*****]

1810

1810 CINCINNATI

Lease

8,305

[*****]

1/31/2020

[*****]

1830

1830 FT XXXXX

Lease

6,455

[*****]

1/31/2020

[*****]

1844

1844 COLUMBIA

Lease

7,098

[*****]

1/31/2019

[*****]

1984

1984 BUFFALO/HAMBURG

Lease

8,118

[*****]

1/31/2019

[*****]

2023

2023 CONCORD

Lease

6,718

[*****]

1/31/2019

[*****]

2071

2071 CINCINNATI WESTERN HILLS

Lease

5,937

[*****]

4/13/2018

[*****]

2138

2138 SANTA XXXXXXX

Lease

5,841

[*****]

1/31/2020

[*****]

2173

2173 SARATOGA

Lease

6,281

[*****]

1/31/2019

[*****]

2212

2212 CEDAR RAPIDS

Lease

4,876

[*****]

1/31/2020

[*****]

2239

2239 VANCOUVER

Lease

4,750

[*****]

1/31/2019

[*****]

2323

2323 HYANNIS

Lease

7,915

[*****]

11/30/2019

[*****]

2353

2353 KINGSTON

Lease

6,207

[*****]

4/13/2018

[*****]

[*****] 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.

2373

2373 NO DARTMOUTH

Lease

4,076

[*****]

1/31/2019

[*****]

2435

2435 CHARLOTTESVILLE

Lease

6,125

[*****]

1/31/2020

[*****]

2443

2443 MANCHESTER

Lease

8,961

[*****]

1/31/2019

[*****]

2453

2453 GLENS FALLS

Lease

5,266

[*****]

1/31/2019

[*****]

2663

2663 NEWINGTON/PORTSMOUTH

Lease

6,938

[*****]

1/31/2019

[*****]

2664

2664 XXXXXXXXX

Lease

7,829

[*****]

7/31/2018

[*****]

2694

2694 FREDERICKSBURG

Lease

5,347

[*****]

1/31/2020

[*****]

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 Subleased Premises listed below (the “Contingent Rent Locations”), Subtenant shall pay as Rent the greater of (i) the Rent set forth on Annex A or (ii) [*****] of Subtenant’s Gross Sales for each applicable location as described on this Annex C. With respect to each Contingent Rent Location, Subtenant shall pay to Sublandlord 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 Subtenant’s merchandise (excluding sales of gift cards until time of redemption) made in or from the applicable Subleased Premises, and sales or service by any sublessee, assignee, concessionaire or licensee in such Subleased 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 Subtenant, if any, where such exchanges of goods or merchandise are made solely for the convenient operation of the business of Subtenant and not for the purpose of consummating a sale which has theretofore been made at, in, from or upon the applicable Subleased Premises, and/or for the purpose of depriving Sublandlord of the benefit of a sale which otherwise would be made at, in, from or upon such Subleased 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 Subtenant, (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 Subleased Premises.

Within thirty (30) days after the close of each fiscal year, Subtenant shall, for each Contingent Rent Location, deliver to Sublandlord 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 Subtenant as being true, complete and correct. For any Contingent Rent Location at which the calculation of [*****] of Subtenant’s Gross Sales (the “Percentage Rent Payment”) is greater than the amount of Rent which was paid for such location pursuant to Annex A, Subtenant’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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