exv10w8wa






Exhibit 10.8 (a)




FIRST AMENDMENT TO LEASE AGREEMENT




     THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into as of
this 1st
 day of November, 2000 by and between AETNA LIFE INSURANCE COMPANY c/o UBS
REALTY INVESTORS, LLC, a Massachusetts limited liability company (“Landlord”) and ULTA,
SALON.COSMETICS & FRAGRANCE, INC., a Delaware corporation (“Tenant”).



WITNESSETH:



     WHEREAS, Landlord and Tenant’s predecessor-in-interest, Ulta3 Cosmetics & Salon Inc. (“Ulta
3”), entered into that certain Lease Agreement dated June 22,1999 (the “Original
Lease”), pursuant to which Landlord leased to Ulta3 approximately 291,305 square feet of space
at 1135 Arbor Drive, Romeoville, Illinois as more particularly set forth in the Original Lease; and



     WHEREAS, Landlord and Tenant desire to amend the Original Lease according to the terms hereof to
modify the Base Rental and confirm other items set forth in the Lease (as amended by this
Amendment, the Original Lease is hereinafter referred to as the “Lease”);



     NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and
Tenant hereby agree as follows:



     1. Controlling Language. 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 Original Lease, the terms and provisions of this Amendment shall govern and control; in all
other respects, the Original Lease shall remain unmodified and in full force and effect.



     2. Base Rental. Landlord and Tenant have finally determined Construction Rent and therefore
hereby modify the Lease to specify the actual amounts of Base Rental (Carry-Over Rent plus
Construction Rent) due under the terms of the Lease. Therefore, Item 9 of the “Basic Definitions
and Lease Provisions” is hereby deleted and replaced in its entirety by Schedule 1 attached hereto.



     3. Security
Deposit. The parties to the Lease have elected not to make any change in the
amount of the Letter of Credit Landlord now holds based on the final determination of Construction
Rent.



     4. Work. Landlord and Tenant acknowledge and agree that notwithstanding the terms of the
Lease, Landlord shall have no obligation to perform any of the Second Phase Work, Mezzanine or
Elevator.



 









 







     5. Miscellaneous.



          A. Landlord and Tenant hereby agree that (i) this Amendment is incorporated into and made a part
of the Lease, (ii) any and all references to the Lease hereinafter shall include this Amendment,
(iii) the Lease and all terms, conditions and provisions of the Lease are in full force and effect
as of the date hereof, except as expressly modified and amended hereinabove, and (iv) neither
Landlord nor Tenant is in default under the terms of the Lease.



          B. All terms capitalized but not defined herein shall have the same meaning ascribed to such terms
in the Lease.



          C. This Amendment shall be governed by and construed under the laws of the State of Illinois.



     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.



	 	 	 	 	 
	LANDLORD: AETNA LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 
	By:

	 	UBS REALTY INVESTORS, LLC, (f/k/a


Allegis Realty Investors LLC) a Massachusetts


limited liability company, its Investment 

Advisor and Agent	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Joseph E. Gaukler
 

Joseph E. Gaukler
	 	 
	Title:

	 	Director	 	 
	 
	Date:

	 	November 1, 2000	 	 
	 
	 	 	 	 
	TENANT:	 	 
	 
	 	 	 	 
	ULTA SALON.COSMETICS & FRAGRANCE, 

INC., a Delaware corporation	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Matt Strall
 

Matt Strall
	 	 
	Title:

	 	V.P. Distribution	 	 
	 
	Date:.

	 	Oct 28, 2000	 	 






2









 






Schedule 1




Rent Stream



6/21/00


Term 10/1/99-4/30/2010




	 	 	 	 	 
	Building Expansion with Soft Costs
	 	$	3,974,195	 
	Cost Capped @11% with 3% annual escalations
	 	$	437,161.41 	 1st year







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Original Building	 	 	Expansion	 	 	Total Rent
	 	 	 	 	 	 	 	170,087 sf	 	 	121,218 sf	 	 	291,305 sf
	 	 	 	 	 	 	 	 	 	 	Rent	 	 	 	 	 	Rent	 	 	 	 	 	Rent
	Lease Period	 	Annual Rent	 	(psf)	 	Annual Rent	 	(psf)	 	Annual Rent	 	(psf)
	From	 	To	 	(Payable Monthly)	 	Annualized	 	(Payable Monthly)	 	Annualized	 	(Payable Monthly)	 	Annualized
	10/1/99
	 	 	9/30/00	 	 	$	680,000.00	 	 	$	4.00	 	 	$	437,161.41	 	 	$	3.61	 	 	$	1,117,161.41	 	 	$	3.84	 
	10/1/00
	 	 	9/30/01	 	 	$	680,000.00	 	 	$	4.00	 	 	$	450,276.25	 	 	$	3.71	 	 	$	1,130,276.25	 	 	$	3.88	 
	10/1/01
	 	 	9/30/02	 	 	$	680,000.00	 	 	$	4.00	 	 	$	463,784.54	 	 	$	3.83	 	 	$	1,143,784.54	 	 	$	3.93	 
	10/1/02
	 	 	9/30/03	 	 	$	740,208.00	 	 	$	4.35	 	 	$	477,698.07	 	 	$	3.94	 	 	$	1,217,906.07	 	 	$	4.18	 
	10/1/03
	 	 	9/30/04	 	 	$	765,000.00	 	 	$	4.50	 	 	$	492,029.02	 	 	$	4.06	 	 	$	1,257,029.02	 	 	$	4.32	 
	10/1/04
	 	 	9/30/05	 	 	$	765,000.00	 	 	$	4.50	 	 	$	506,789.89	 	 	$	4.18	 	 	$	1,271,789.89	 	 	$	4.37	 
	10/1/05
	 	 	9/30/06	 	 	$	783,063.00	 	 	$	4.60	 	 	$	521,993.58	 	 	$	4.31	 	 	$	1,305,056.58	 	 	$	4.48	 
	10/1/06
	 	 	9/30/07	 	 	$	790,500.00	 	 	$	4.65	 	 	$	537,653.39	 	 	$	4.44	 	 	$	1,328,153.39	 	 	$	4.56	 
	10/1/07
	 	 	9/30/08	 	 	$	790,500.00	 	 	$	4.65	 	 	$	553,782.99	 	 	$	4.57	 	 	$	1,344,282.99	 	 	$	4.61	 
	10/1/08
	 	 	9/30/09	 	 	$	808,563.00	 	 	$	4.75	 	 	$	570,396.48	 	 	$	4.71	 	 	$	1,378,959.48	 	 	$	4.73	 
	10/1/09
	 	 	4/30/10	 	 	$	476,000.00	 	 	$	4.80	 	 	$	342,713.22	 	 	$	4.85	 	 	$	818,713.22	 	 	$	4.82	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	TOTAL RENT	 	$	13,313,112.83