exv10w6wa









Exhibit 10.6 (a)




FIRST AMENDMENT TO LEASE



THIS FIRST AMENDMENT TO LEASE is made as of the 23rd day of October 2007 (the “Amendment”), by and
between SOUTHWEST VALLEY PARTNERS, LLC, an Indiana limited liability company (hereinafter referred
to as “Landlord”) and ULTA SALON, COSMETICS & FRAGRANCE, INC., a Delaware corporation (hereinafter
referred to as “Tenant”), which terms “Landlord” and “Tenant” shall include the successors and
assigns of the respective parties.




WITNESSETH:




     WHEREAS, by Lease dated June 21, 2007 by and between Landlord and Tenant (the “Lease”),
Landlord did lease and demise unto Tenant approximately 328,995 square feet of bulk distribution
space located within the bulk distribution building located or to be constructed at Riverside
Business Center, 4570 West Lower Buckeye Road, Phoenix, Arizona 85034 (the “Premises”), as more
particularly described in the Lease Agreement; and



     WHEREAS, the parties hereto desire to amend the Lease as set forth herein.



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:




	 	1.	 	Capitalized Terms. All initial capitalized terms not defined
herein shall have the meaning ascribed to them in the Lease.
	 
	 	2.	 	Section 35.6. Section 35.6 of the Lease is hereby amended
and restated as follows:






	 	 	 	“Except as expressly permitted under this Section 35.6, this Lease shall not
be filed in any public record. Landlord acknowledges that (a) Tenant is in
the process of effecting an initial public offering (an “IPO”) of its common
stock and (b) in connection with such IPO, Tenant is required by the
Securities and Exchange Commission (the “SEC”) to file a registration
statement on Form S-1 (the “Registration Statement”) and disclose certain
material contracts pertaining to Tenant’s business. Landlord further
acknowledges that in order to comply with SEC rules and regulations, Tenant
may be required by the SEC to disclose all or a portion of this Lease (as
may be amended from time to time) as an exhibit to the Registration
Statement. Notwithstanding anything to the contrary in this Section 35.6 or
elsewhere in this Lease, Landlord hereby agrees that Tenant may file (but
only to the extent required by the SEC) all or such portion of this Lease
(as may be amended from time to time) as an exhibit




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	 	 	 	to the Registration Statement; provided, however, that Tenant shall (i) use
all reasonable efforts to exclude from the Registration Statement the
confidential terms of the Lease communicated by Landlord to Tenant,
including submitting to the SEC a request for confidential treatment with
respect to those terms; and (ii) fully communicate and cooperate with
Landlord as to Tenant’s filing of the Lease with the Registration Statement
and its efforts to keep certain terms confidential. Upon the request of
either party, the parties shall execute and file a memorandum of lease,
which shall not disclose any of the financial terms of this Lease.”






	 	3.	 	Miscellaneous.






	 	a.	 	Except as modified by this Amendment, all other
terms, covenants and conditions of the Lease not specifically amended
hereby shall remain in full force and effect.
	 
	 	b.	 	The Lease, as amended by this Amendment, contains the
entire agreement of the parties hereto and no representations,
inducements, promises or agreements, oral or otherwise, between the
parties not embodied herein shall be of any force or effect. The Lease
may be further amended only in writing signed by both Landlord and Tenant.
	 
	 	c.	 	This Amendment may be executed in several
counterparts, each of which shall be deemed to be an original and all of
which, collectively, shall be deemed to constitute one and the same
instrument.




IN WITNESS WHEREOF, the Landlord and Tenant have executed this instrument as of the day and year
first above written.




LANDLORD




SOUTHWEST VALLEY PARTNERS, LLC




	 	 	 	 
	By: 	 /s/ Michael S. Curless	 
	 	Name: 	Michael S. Curless 	 
	 	Title:	EVP 	 
	 



TENANT




ULTA SALON, COSMETICS & FRAGRANCE, INC.




	 	 	 	 
	By: 	 /s/ Alex J. Lelli, Jr.	 
	 	Name: 	Alex J. Lelli, Jr. 	 
	 	Title:	Senior Vice President, Growth & Development 
	 




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