Exhibit 10.4
  LEASE AGREEMENT
  LT FIT (AZ-MD) LLC,
   LTF REAL ESTATE COMPANY, INC.




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Page1.
    
    Demise of Premises
    
    
    12.
    
    Certain Definitions
    
    
    13.
    
    Title and Condition; Single Lease Transaction
    
    
    74.
    
    Use of Leased Premises; Quiet Enjoyment
    
    
    95.
    
    Term
    
    
    96.
    
    Basic Rent
    
    
    107.
    
    Additional Rent
    
    
    108.
    
    Net Lease: Non-Terminability
    
    
    119.
    
    Payment of Impositions
    
    
    1210.
    
    Compliance with Laws and Easement Agreements; Environmental Matters
    
    
    1311.
    
    Liens; Recording
    
    
    1412.
    
    Maintenance and Repair
    
    
    1513.
    
    Alterations and Improvements
    
    
    1514.
    
    Permitted Contests
    
    
    1615.
    
    Indemnification
    
    
    1716.
    
    Insurance
    
    
    1717.
    
    Casualty and Condemnation
    
    
    2018.
    
    Termination Events
    
    
    2119.
    
    Restoration
    
    
    2320.
    
    Procedures Upon Purchase
    
    
    2421.
    
    Assignment and Subletting: Prohibition against Leasehold Financing
    
    
    2522.
    
    Events of Default
    
    
    2823.
    
    Remedies and Damages Upon Default
    
    
    3024.
    
    Notices
    
    
    3325.
    
    Estoppel Certificate
    
    
    3326.
    
    Surrender
    
    
    3327.
    
    No Merger of Title
    
    
    3428.
    
    Books and Records
    
    
    3429.
    
    Tenants Property
    
    
    3530.
    
    Non-Recourse as to Landlord
    
    
    3631.
    
    Financing
    
    
    3632.
    
    Subordination, Non-Disturbance and Attornment
    
    
    37
 -i-




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Page33.
    
    Tax Treatment; Reporting
    
    
    3734.
    
    Right of First Offer
    
    
    3735.
    
    State Specific Provisions
    
    
    3936.
    
    Post-Closing Obligations
    
    
    40(i)
    
    Estoppel Certificate by The
Columbia Association, Inc., a Maryland Non-Profit Membership Corporation, regarding Deed, Agreement and
Declaration of Covenants, Easements, Charges And Liens recorded in
Liber
463, Folio 158, Howard County, Maryland; as amended by Agreement
and
Declaration of Annexation dated 12/1/04, recorded 2/22/05 in Liber
8998,
Folio 239.
    
    
    4037.
    
    Miscellaneous
    
    
    41
 -ii-




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EXHIBITSExhibit A
    
    - PremisesExhibit B
    
    - Machinery and EquipmentExhibit C
    
    - Schedule of Permitted EncumbrancesExhibit D
    
    - Rent ScheduleExhibit E
    
    - Termination AmountsExhibit F
    
    - Premises Percentage Allocation of Basic Rent
 -iii-




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Landlord nd Tenant
  Demise of Premises Leased Premises Exhibit
A Land Improvements Exhibit B Equipment
 Certain Definitions




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2




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3




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th
    4




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Exhibit C
  Exhibit F Exhibit F
  5




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The Wall Street Journal The
Wall Street Journal Discount Rate Treasury Bills
           6




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Title and Condition; Single Lease Transaction
  AS IS
 7




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Warranties
   8




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EXHIBIT E EXHIBIT
F
 Use of Leased Premises; Quiet Enjoyment
   Term
 Initial Term Term Commencement Date
 9




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th th th Renewal Date Renewal Term
  Basic Rent Exhibit D Basic
Rent th Exhibit D Basic Rent Payment Date
 Additional Rent
 Additional
Rent
  10




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Late Charge
  Default Rate
    Net Lease: Non-Terminability
 Set-Off
   11




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rent
  Payment of Impositions
 Impositions
 Escrow Payment Escrow Charges
 12




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Compliance with Laws and Easement Agreements; Environmental Matters
   Site Reviewers Site Assessments
 13




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Liens; Recording
  record
 14




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Maintenance and Repair
   Alterations and Improvements
 Decorative
Alterations
 15




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Work
 Permitted Contests Permitted Violations
 16




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Indemnification
 Indemnitee
   Insurance
  17




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18




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19




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Casualty and Condemnation
  20




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Termination Events
 Affected Premises Termination
Event
 21




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Termination Notice
  Condemnation Termination Notice Termination Date
 Casualty Termination Notice Termination Date
 Rejection then Remaining
Obligations
 th
  22




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Exhibit F
 Restoration
 Restoration Fund
         23




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Procedures Upon Purchase.
  Purchase Date
  24




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Assignment and Subletting: Prohibition against Leasehold Financing
 Credit
Entity Negative Credit
Watch
 Non-Preapproved Assignee Non-Preapproved Assignment Review Criteria th
  25




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Preapproved Sublet
 Negative Credit Watch
  26




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OFAC
 Third Party Purchaser
 Asset
Transfer
 27




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Control
 Events of Default
 Event of Default
 28




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2006 Lease 2003 Lease Existing Leases
       29




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Remedies and Damages Upon Default
   30




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31




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32




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Notices th
 Estoppel Certificate Requesting Party Responding Party
 Surrender
 33




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No Merger of Title
 Books and Records
 GAAP
  34




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Tenants Property
 Tenants Property
       35




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Collateral
 Non-Recourse as to Landlord
 Financing
  36




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Subordination, Non-Disturbance and Attornment
  Tax Treatment; Reporting
 Right of First Offer
 Offer
 37




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ROFO Purchase Price
 ROFO Notice
 Third
Party Price Third Party Contract
   38




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CPA:17 CPA:16
  Purchase Date
  State Specific Provisions
  39




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Arizona Provisions
 Maryland Provisions
 Post-Closing Obligations
     PCR Post Closing Obligations
      40




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lnaugle@reedsmith.com
  Miscellaneous
    41




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OFAC
 42




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43




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LANDLORD:
LT FIT (AZ-MD) LLC,
a Delaware limited liability companyBy:
    CPA:17 LIMITED PARTNERSHIP,a Delaware limited partnership, its solemanaging memberBy:
    CORPORATE PROPERTYASSOCIATES 17  GLOBALINCORPORATED, a Maryland
corporation, its general partnerBy:Gino M. Sabatini,Executive DirectorTENANT:
LTF REAL ESTATE COMPANY, INC.,
a Minnesota corporationBy:
    /s/ Eric J. BussEric J. Buss, Secretary




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LANDLORD:
LT FIT (AZ-MD) LLC,
a Delaware limited liability companyBy:
    CPA:17 LIMITED PARTNERSHIP,a Delaware limited partnership, its solemanaging memberBy:
    CORPORATE PROPERTYASSOCIATES 17  GLOBALINCORPORATED, a Maryland
corporation, its general partnerBy:
    /s/ Gino M. SabatiniGino M. Sabatini,Executive DirectorTENANT:
LTF REAL ESTATE COMPANY, INC.,
a Minnesota corporationBy:Eric J. Buss, Secretary




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COLUMBIA, MARYLAND
   SCOTTSDALE, ARIZONA




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2




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SCOTTSDALE, ARIZONA
 1.
    
    Real estate taxes not yet due and payable for the 2nd half 2008 and thereafter, a
lien not yet due and payable.2.
    
    Right of entry to the State of Arizona and its lessees in connection with the mineral estate
and the production of oil and gas and set forth in Arizona Revised Statutes and in the Patent
to said land recorded in Docket 16343, Page 1147.3.
    
    Dedications, easements and other matters shown on the plat of Chauncey Ranch, as recorded in
Plat Book 619 of Maps, Page(s) 50 as it relates to the subject land, excepting therefrom the
easement for electric lines and incidental purposes in the document recorded June 18, 1982 as
Docket 16126, Page 940, which has been released by Release of Easement recorded in
2004-0606647 of Official Records, but deleting any covenant, condition or restriction
indicating a preference, limitation or discrimination based on race, color, religion, sex,
handicap, familial status or national origin to the extent such covenants, conditions or
restrictions violate 42 USC 3604(c).4.
    
    Declaration of Covenants, Conditions and Restrictions recorded December 21, 2004 as
2004-1497044 of Official Records and First Amendment recorded as 2005-1441352 of Official
Records, but deleting any covenant, condition or restriction indicating a preference,
limitation or discrimination based on race, color, religion, sex, handicap, familial status or
national origin to the extent such covenants, conditions or restrictions violate 42 USC
3604(c).5.
    
    The terms and provisions contained in the document entitled Multi-Use Easement Agreement
recorded December 06, 2000 as 2000-0933323 of Official Records and thereafter Amended and
Restated Multi-Use Easement Agreement recorded December 21, 2004 as 2004-1497042 of Official
Records.6.
    
    Memorandum of Pre-Annexation and Development Agreement recorded March 05, 2001 as
2001-0169234 of Official Records.7.
    
    The terms and provisions contained in the document entitled Reciprocal Easement Agreement
recorded December 21, 2004 as 2004-1497046 of Official Records and Amended and Restated
Agreement recorded March 11, 2005 as 2005-0298617 of Official Records.8.
    
    The terms and provisions contained in the document entitled Declaration of Parking and
Access Easement recorded December 20, 2004 as 2004-1495815 of Official Records and
re-recorded December 21, 2004 as 2004-1498677 of Official Records.9.
    
    All matters as set forth in Map of Dedication for Chauncey Ranch Infrastructure, recorded
as Book 587 of Maps, Page 37 as it relates to the subject land.




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10.
    
    All matters as set forth in Record of Survey for Chauncey Ranch  Parcel C, recorded March
09, 2005 as Book 733 of Maps, Page 32 as it relates to the subject land.11.
    
    All matters set forth in Declaration of Roadway and Utility Easement, recorded December 28,
2005 as 2005-1949714 of Official Records.12.
    
    An easement for fire hydrant and incidental purposes in the document recorded as 2001-1111627
of Official Records.13.
    
    An easement for fire hydrant and incidental purposes in the document recorded as 2001-1111628
of Official Records.14.
    
    An easement for fire hydrant and incidental purposes in the document recorded as 2001-1111629
of Official Records.15.
    
    An easement for utility and incidental purposes in the document recorded as 2006-1216741 of
Official Records.16.
    
    A document entitled Ordinance S-32712 accepting permanent easements for sidewalk purposes for
dedication, recorded March 6, 2006 as 2006-301993 of Official Records.17.
    
    Water rights, claims or title to water, whether or not shown by the public records.
 COLUMBIA MARYLAND
 1.
    
    State, County and Municipal Taxes and other charges (including, but not limited to,
assessments by any State, County, Municipality, Metropolitan District or Commission)
subsequent to June 30, 2009, and possible future tax levies and/or front foot benefit
assessments, which are a lien not yet due and payable.2.
    
    Subject to the following matters as shown on plat entitled Columbia Gateway, Parcels U-5 &
U-6, a Resubdivision of Columbia Gateway, Parcel U-4 as shown on Plat No. 14900, as
recorded among the Land Records of Howard County, Maryland in Plat MDR No. 15269:
 a.
    
    Ex sewer & Utility Easementb.
    
    5 x 40 Revertible Turnaround Easementc.
    
    Minimum BLD Restriction Line as set forth in owners dedication, the
establishment of which refers to the purposes of meeting zoning requirements, not for
creating a restriction of title or covenant, as set forth in General Note 6 of said
Plat.
 2




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##### 



3.
    
    Subject to the terms and provisions contained in Agreement recorded among the Land Records of
Howard County, Maryland in Liber 468, folio 239 unto the Baltimore Gas and Electric Company,
granting easement for utility lines and equipment.4.
    
    Subject to the following matters as shown on plat entitled Columbia Gateway, Parcels U-3 &
U-4 A Resubdivision of Columbia Gateway, Parcels U-1 and U-2 as shown on plat no.
14341, which plat is recorded among the Land records of Howard County, Maryland as Plat No.
14900:
 a.
    
    20 sewer & utility easement;b.
    
    ex. 20 sewer & utility easement;
 5.
    
    Terms and conditions of an easement for storm drainage purposes as contained in Declaration
of Storm Drain Easement dated October 4, 2004, recorded October 18, 2004, in Liber 8704, Page
430.6.
    
    Terms and conditions of Declaration of Landscaping Easement dated October 4, 2004, recorded
October 18, 2004, in Liber 8704, Page 436, as amended by Amended and Restated Declaration of
Landscaping Easement dated December 8, 2004, recorded February 22, 2005, in Liber 08998, Folio
246.7.
    
    Subject to the following matters as shown on Plat entitled Columbia, Gateway Parcels U-7 &
U-8 and Lot 15, A Resubdivision of Columbia Gateway, Parcel U-3, P.N. 14900, Parcels U-5
& U-6, P.N. 15269, and a revision to Columbia Gateway Lot 15, P.N. 14341 & 14342, Sheet 1,
2, 3 and 4 of 4 which plat is recorded December 8, 2004, among the Land Records of Howard
County, Maryland as Plat Nos. 17098, 17099, 17100 and 17101:
 a.
    
    Ex. 20 sewer and utility easement, p.n. 11895b.
    
    Ex. 20 sewer & utility easement, p.n. 14900c.
    
    Ex. 10 Bell Atlantic-Maryland Easement (Liber 3708, Folio 594)d.
    
    Ex. private storm drain easement (Liber 8794, folio 430)
 8.
    
    Terms and conditions of Deed, Agreement and Declaration of Covenants, Easements, Charges and
Liens recorded in Liber 463, Folio 158, as amended by Agreement and Declaration of Annexation
by and between The Columbia Association, Inc., a Maryland non-profit membership corporation,
and GEAPE Land Holdings II, Inc., a Maryland corporation, dated December 1, 2004, recorded
February 22, 2005, in Liber 08998, Folio 239.9.
    
    Terms and conditions of Columbia Gateway Declaration of Covenants, Conditions and
Restrictions recorded in Liber 1503, Folio 235, as amended by Declaration of Annexation by and
between The Howard Research and Development Corporation, a Maryland
 3




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##### 



corporation, and GEAPE Land Holdings II, Inc., a Maryland corporation, dated December 9,
2004, recorded February 22, 2005, in Liber 08998, Folio 243.
 10.
    
    Right of Way Easement dated January 12, 2006 and recorded among the aforesaid land records in
Liber 9928, folio 252 by and between LTF Real Estate Company, Inc. and Verizon Maryland, Inc.
 4




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##### 



INITIAL TERM AND ALL RENEWAL TERMS FOR BOTH PROPERTIES
 Rent year
    
    Annual Rent
    
    Quarterly rent1
    
    $
    5,658,029.36
    
    
    $
    1,414,507,.342
    
    $
    5,771,189.95
    
    
    $
    1,442,797.493
    
    $
    5,886,613.75
    
    
    $
    1,471,653,444
    
    $
    6,004,346.02
    
    
    $
    1,501,086.515
    
    $
    6,124,432.94
    
    
    $
    1,531,108.246
    
    $
    6,246,921.60
    
    
    $
    1,561,730.407
    
    $
    6,371,860.03
    
    
    $
    1,592,965.018
    
    $
    6,499,297.23
    
    
    $
    1,624,824.319
    
    $
    6,629,283.18
    
    
    $
    1,657,320.7910
    
    $
    6,761,868.84
    
    
    $
    1,690,467.2111
    
    $
    6,897,106.22
    
    
    $
    1,724,276.5512
    
    $
    7,035,048.34
    
    
    $
    1,758,762.0913
    
    $
    7,175,749.31
    
    
    $
    1,793,937.3314
    
    $
    7,319,264.30
    
    
    $
    1,829,816.0715
    
    $
    7,465,649.58
    
    
    $
    1,866,412.4016
    
    $
    7,614,962.57
    
    
    $
    1,903,740.6417
    
    $
    7,767,261.83
    
    
    $
    1,941,815.4618
    
    $
    7,922,607.06
    
    
    $
    1,980,651.7719
    
    $
    8,081,059.20
    
    
    $
    2,020,264.8020
    
    $
    8,242,680.39
    
    
    $
    2,060,670.1021
    
    $
    8,407,533.99
    
    
    $
    2,101,883.5022
    
    $
    8,575,684.67
    
    
    $
    2,143,921.1723
    
    $
    8,747,198.36
    
    
    $
    2,186,799.5924
    
    $
    8,922,142.33
    
    
    $
    2,230.535.5825
    
    $
    9,100,585.18
    
    
    $
    2,275,146.2926
    
    $
    9,282,596.88
    
    
    $
    2,320,649.2227
    
    $
    9,468,248.82
    
    
    $
    2,367,062.2028
    
    $
    9,657,613.79
    
    
    $
    2,414,403.4529
    
    $
    9,850,766.07
    
    
    $
    2,462,691.5230
    
    $
    10,047,781.39
    
    
    $
    2,511,945.3531
    
    $
    10,248,737.02
    
    
    $
    2,562,184.2532
    
    $
    10,453,711.76
    
    
    $
    2,613,427.9433
    
    $
    10,662,786.00
    
    
    $
    2,665,696.5034
    
    $
    10,876,041.72
    
    
    $
    2,719,010.4335
    
    $
    11,093,562.55
    
    
    $
    2,773,390.6436
    
    $
    11,315,433.80
    
    
    $
    2,828,858.4537
    
    $
    11,541,742.48
    
    
    $
    2,885,435.6238
    
    $
    11,772,577.33
    
    
    $
    2,943,144.3339
    
    $
    12,008,028.87
    
    
    $
    3,002,007.2240
    
    $
    12,248,189.45
    
    
    $
    3,062,047.36




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DEFINITIONS




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##### 



Lease Year
    
    Scottsdale Premises
    
    Columbia Premises1  5
    
    $
    34,414,662.71
    
    
    $
    30,217,752.636  10
    
    $
    35,426,858.68
    
    
    $
    31,106,510.0611  15
    
    $
    33,739,865.41
    
    
    $
    29,625,247.6816  20
    
    $
    32,052,872.14
    
    
    $
    28,143,985.291st Renewal Period
    
    $
    30,365,878.87
    
    
    $
    26,662,722.912nd Renewal Period
    
    $
    30,365,878.87
    
    
    $
    26,662,722.913rd Renewal Period
    
    $
    30,365,878.87
    
    
    $
    26,662,722.91




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##### 



Scottsdale Premises
    
    
    53.25
    %Columbia Premises
    
    
    46.75
    %100
    %