Exhibit 10.20


 


CONFIDENTIAL TREATMENT REQUESTED


WITH RESPECT TO CERTAIN PORTIONS


HEREOF DENOTED WITH
"[***]"


 


AGREEMENT OF SUBLEASE


 


By and between


 


CORPORATE HEALTHCARE FINANCING, INC.

T/A PERFORMAX


 


(as
Sublandlord)


 


and


 


KP SPORTS, INC.

t/b/a UNDER ARMOUR PERFORMANCE APPAREL


 


(as
Subtenant)


 





















 


TABLE OF CONTENTS


 


	
  1.

  	
  SUBLEASED PREMISES

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  TERM

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  RENT

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  ADDITIONAL RENT

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  INSURANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  SEPARATELY METERED UTILITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  RENTAL PAYMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  IMPROVEMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  SIGNAGE

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  OPTION TO EXPAND

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  RIGHT OF FIRST OFFER

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  SERVER AND TELECOM ROOM

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  SECURITY DEPOSIT

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  PARKING

  	
   

  
	
   

  	
   

  	
   

  
	
  15.

  	
  RENEWAL OPTION

  	
   

  
	
   

  	
   

  	
   

  
	
  16.

  	
  CONSENT OF PRIME LANDLORD

  	
   

  
	
   

  	
   

  	
   

  
	
  17.

  	
  REMOVAL

  	
   

  
	
   

  	
   

  	
   

  
	
  18.

  	
  SUBLEASING AND ASSIGNMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  19.

  	
  NOTICES AND DEMANDS

  	
   

  
	
   

  	
   

  	
   

  
	
  20.

  	
  PRIME LEASE

  	
   

  
	
   

  	
   

  	
   

  
	
  21.

  	
  RECITALS

  	
   

  
	
   

  	
   

  	
   

  
	
  22.

  	
  ACCESS

  	
   

  
	
   

  	
   

  	
   

  
	
  23.

  	
  INDEMNITY

  	
   

  
	
   

  	
   

  	
   

  
	
  24.

  	
  DEFAULT/REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  25.

  	
  BROKERS

  	
   

  
	
   

  	
   

  	
   

  
	
  26.

  	
  COMPLIANCE WITH LAW

  	
   

  
	
   

  	
   

  	
   

  
	
  27.

  	
  INTEREST OF SUCCESSORS

  	
   

  
	
   

  	
   

  	
   

  
	
  28.

  	
  ENTIRE AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  29.

  	
  CAPTIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  30.

  	
  GOVERNING LAW

  	
   

  



 


i





















 


	
  31.

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  32.

  	
  AUTHORITY

  	
   

  
	
   

  	
   

  	
   

  
	
  33.

  	
  WAIVER OF JURY TRIAL

  	
   

  
	
   

  	
   

  	
   

  
	
  34.

  	
  WAIVER OF SUBROGATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibits:

  	
   

  
	
  Exhibit A -
  Prime Lease

  	
   

  
	
  Exhibit B -
  Description of Subleased Premises

  	
   

  
	
  Exhibit C -
  Intentionally Deleted

  	
   

  
	
  Exhibit D -
  Certificate Affirming Sublease Commencement Date

  	
   

  
	
  Exhibit E -
  List of Inventory

  	
   

  
	
  Exhibit F -
  Plans and Specifications for Unimproved Space

  	
   

  
	
  Exhibit G -
  Brokers

  	
   

  
	
  Exhibit H -
  Modular Workstations and Layout Plan

  	
   

  



 


ii





















 


AGREEMENT OF SUBLEASE


 


THIS AGREEMENT OF SUBLEASE (this “Sublease”), made effective the 1st
day of June, 2004, by and between Corporate Healthcare Financing, Inc.,
T/A Performax, with an address at 1030 Hull Street, Baltimore, Maryland
(hereinafter referred to as “Sublandlord”)
and KP Sports, Inc., a Maryland corporation d/b/a Under Armour Performance
Apparel, with an address at 1020 Hull Street, 3rd Floor, Baltimore,
Maryland 21230 (hereinafter referred to as “Subtenant”).


 


WITNESSETH:


 


WHEREAS, Sublandlord is presently the lessee of
approximately 49,903 rentable square feet which consists of (a) approximately
32, 841 square feet located on the entire second (2nd) floor in the
Cascade Building and (b) approximately 17,062 square feet located on a
portion of the second floor of the Dawn Building, all located in the
development known as Tide Point (“Tide Point”),
Baltimore, Maryland 21230 (the “Premises”). 
The leasehold interest is set forth in that certain Agreement of Lease
dated on or about August 10, 2001 between Hull Point, LLC (“Prime Landlord”) as landlord and
Sublandlord as tenant, a copy of which is attached hereto as Exhibit A and made a part hereof (the “Prime Lease”).


 


WHEREAS, Sublandlord now desires to sublease a portion
of the Premises, described in Exhibit B hereto (the “Subleased Premises”)
and Subtenant wishes to lease the Subleased Premises from Sublandlord, under
the terms and conditions set forth hereunder and subject and subordinate at all
times to the terms and conditions of the Prime Lease, for general office
purposes, but for no other use or purpose.


 


NOW, THERFORE, the parties hereto, intending to be
legally bound hereunder, mutually agree as follows:


 


1.                                       SUBLEASED
PREMISES.


 


a.                                       Sublandlord
hereby demises and subleases to Subtenant the Subleased Premises.  Subtenant shall take the possession of the
Subleased Premises subject to the terms and conditions of this Sublease.  Subtenant agrees to accept the Subleased
Premises from Sublandlord in the condition set forth in this Section 1 and
Section 8 herein.  Subtenant’s
occupancy of the Subleased Premises shall be deemed an acceptance of the
Subleased Premises by Subtenant as delivered and an acknowledgement by
Subtenant that Sublandlord has fully complied with its obligations pursuant to
Sections 1 and 8.  Subtenant shall
use the Subleased Premises only for general office purposes.


 


b.                                      Sublandlord
shall demise the Subleased Premises as shown on Exhibit B.  Except
as otherwise provided on Exhibit B,
Sublandlord shall deliver the Subleased Premises to Subtenant and Subtenant
agrees to accept the Subleased Premises, in its “as-is” condition on the date
hereof and that with respect to the Subleased Premises, Subtenant is entering
into this Sublease without any representation or warranty with respect to the
fitness or habitability of the Subleased Premises for Subtenant’s intended use.


 





















 


c.                                       The
rentable area of the Subleased Premises is 20,527 square feet.  The Subtenant shall have the right to verify
the usable square feet of the Subleased Premises at the Subtenant’s sole cost
and expense.


 


2.                                       TERM.


 


a.                                       The
Term of this Sublease shall commence on June 1, 2004 (the “Sublease Start Date”), and shall terminate
on the date which is two (2) years and eleven (11) months after the
Sublease Start Date (the “Sublease Expiration
Date”), subject to the conditions of this Section 2 or other
provisions of this Sublease.  After the
Sublease Start Date and after Sublandlord shall have vacated the Subleased
Premises, Sublandlord and Subtenant each agree to execute and deliver a
certificate in the form attached hereto as Exhibit D.  Sublandlord and Subtenant agree that
Sublandlord shall be permitted to occupy the Subleased Premises from the
Sublease Start Date through June 6, 2004 (“Sublandlord’s Occupancy Period”).  The above notwithstanding, provided Subtenant
is not in default under the Covenant to pay Base Rent, Additional Rent or any
other payments hereunder, during Sublandlord’s Occupancy Period, Subtenant
shall not be liable for any damage to Sublandlord’s property (excluding the
items listed on Exhibit E attached hereto), which may occur during
Sublandlord’s Occupancy Period, unless such damage is caused by the gross
negligence or willful misconduct of Subtenant or its agents or employees.  In addition, Subtenant shall not be held
liable under the Prime Lease for any act or obligation of Tenant thereunder
until the expiration of Sublandlord’s Occupancy Period unless, due to the gross
negligence or willful misconduct of Subtenant or its agents or employees, a
default occurs under the Prime Lease; provided however, Subtenant shall not be
relieved of any of its obligations hereunder including its obligations
contained in Section 23 herein. 
Notwithstanding anything to the contrary contained in this Section 2a.,
Subtenant shall be liable under the Prime Lease for the acts and obligations of
the tenant thereunder, commencing on the earlier of (i) the expiration of
Sublandlord’s Occupancy Period or (ii) the date upon which Sublandlord
vacates the Subleased Premises.


 


b.                                      Subject
to the provisions of Section 16 below, in the event that the Prime Lease
is terminated for any reason whatsoever prior to the Sublease Expiration Date,
this Sublease shall terminate as of the date of termination of the Prime
Lease.  Sublandlord shall have no
liability to Subtenant as a result of termination of the Prime Lease.


 


3.                                       RENT.


 


a.                                       Subtenant
hereby covenants and agrees to pay to Sublandlord as base rent for the
Subleased Premises (“Base Rent”),
beginning on the Sublease Start Date, payable without deduction, set-off or
demand, in equal monthly installments, on the first (1st) day of the
month as follows:


 


	
  Sublease

  	
   

  	
  Per
  Square Ft.

  	
   

  	
  Monthly

  	
   

  	
  Annual
  Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  (06/01/2004-02/28/2005)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  2

  	
   

  	
  (03/01/2005-02/28/2006)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  3

  	
   

  	
  (03/01-2006-02/28/2007)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  4

  	
   

  	
  (03/01/2007-04/30/2007)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  



 


2





















 


b.                                      In
the event that Subtenant exercises its Expansion Option as set forth in Section 10,
the Base Rent for the Subleased Premises as set forth hereinabove, shall be
increased to reflect the additional square footage of that portion of the
Expansion Space which is located in the Cascade Building, and the additional
Base Rent for that portion of the Expansion Space located in the Dawn Building
shall be set forth below:


 


	
  Sublease

  	
   

  	
  Per
  Square Ft.

  	
   

  	
  Monthly

  	
   

  	
  Annual
  Rate

  	
   

  
	
  1

  	
   

  	
  (06/01/2004-02/28/2005)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  2

  	
   

  	
  (03/01/2005-02/28/2006)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  3

  	
   

  	
  (03/01-2006-02/28/2007)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  4

  	
   

  	
  (03/01/2007-04/30/2007)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  



 


c.                                       In
addition, if the Term is extended as provided hereinabove, the Base Rent for
the Subleased Premises and the Expansion Space located in the Cascade Building
and the Dawn Building for Sublease Years 5 and 6 shall be paid by Subtenant,
without deduction, set-off or demand, in equal monthly installments, on the
first (1st) day of the month as follows:


 


Base Rent for the
Subleased Premises and Expansion Space in Cascade Building:


 


	
  Sublease

  	
   

  	
  Per
  Square Ft.

  	
   

  	
  Monthly

  	
   

  	
  Annual
  Rate

  	
   

  
	
  5

  	
   

  	
  (05/01/2007-02/29/2008)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  6

  	
   

  	
  (03/01/2008-05/31/2008)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  



 


Base Rent for the
Expansion Space in Dawn Building:


 


	
  Sublease

  	
   

  	
  Per
  Square Ft.

  	
   

  	
  Monthly

  	
   

  	
  Annual
  Rate

  	
   

  
	
  5

  	
   

  	
  (05/01/2007-02/29/2008)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  6

  	
   

  	
  (03/01/2008-05/31/2008)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  



 


4.                                       ADDITIONAL
RENT


 


In addition to Base Rent, Subtenant shall pay monthly
additional rent (“Additional Rent”),
which shall include Subtenant’s Proportionate Share of increases in real estate
taxes, insurance, operating expenses and other of Sublandlord’s costs under the
Prime Lease with respect to the Subleased Premises, which increases shall
exceed Base Taxes and Base Operating Costs, respectively.  For the purposes of this Sublease, “Subtenant’s Proportionate Share” shall mean
the fraction (expressed as a percentage) determined from time to time by
dividing the number of rentable square feet in the Subleased Premises by the
number of rentable square feet in the Building subject to adjustment from time
to time as such areas may change in accordance


 


3





















 


with the terms of this
Agreement.  The above notwithstanding,
Base Taxes and Base Operating Costs for the Building and the Subleased Premises
are included in the Base Rent set forth in Section 3.  Base Taxes shall mean taxes incurred for the
state fiscal tax year in which the Building is first re-assessed to reflect the
Prime Landlord’s rehabilitation and conversion of the Building and the related
improvements for Tide Point.  Base
Operating Costs shall mean operating costs and insurance expenses incurred in
the 2004 calendar year (the “Base Year”).


 


5.                                       INSURANCE


 


Subtenant shall maintain insurance for the Subleased
Premises as is required of Sublandlord (as tenant) under the Prime Lease,
provided, however, Sublandlord shall require Prime Landlord, to maintain
insurance for the Building in accordance with Section 7.6 of the Prime
Lease.  The costs and expenses of any and
all such insurance carried by the Prime Landlord shall be deemed a part of Base
Operating Costs, and Subtenant shall pay to Sublandlord its Proportionate Share
of increases in such Base Operating Costs as set forth in Section 4
hereof.  All insurance required to be
carried by Subtenant hereunder shall name Sublandlord and Prime Landlord as
additional insureds and shall contain a provision requiring that Sublandlord
and Prime Landlord be given at least thirty (30) days prior written notice
before any such policy can be canceled. 
Subtenant shall deliver a certificate of such insurance and receipts
evidencing payment of the premium for such insurance (and, upon request, copies
of all required insurance policies) to Sublandlord on or before the Sublease
Start Date and annually thereafter.


 


6.                                       SEPARATELY
METERED UTILITIES.


 


Subtenant shall be solely responsible for and shall
promptly pay actual charges (i.e., without mark-up or surcharge) for all
separately metered items, including without limitation, charges for HVAC,
water, electricity, telephone, and any other utility used or consumed in the
Subleased Premises; provided however, electricity, at Sublandlord’s election
shall be metered, submetered or, Subtenant shall pay its Proportionate Share
directly to Sublandlord (without mark-up or surcharge).  If electricity is metered or submetered,
Subtenant shall be solely responsible for and shall promptly pay all charges
for electricity directly to the service provider.  In the event that any of the above-referenced
utility charges cannot be separately metered or submetered, Subtenant shall pay
Subtenant’s Proportionate Share directly to Sublandlord (without mark-up or
surcharge).


 


7.                                       RENTAL
PAYMENTS.


 


Subtenant agrees to pay Base Rent in the amount
determined pursuant to the terms of Section 3 hereof.  Base Rent and Additional Rent shall be
payable to Sublandlord on the first day of each month during the term of this
Sublease at the address set forth above. 
Monthly installments of rent and other charges for partial calendar
months shall be proportionately adjusted.


 


8.                                       IMPROVEMENTS.


 


Work performed by Subtenant, if any, shall comply with
the terms of the Prime Lease and all applicable laws, ordinances and
regulations and shall be completed in a first-class


 


4





















 


workmanlike manner, free
from all defects.  All such work by
Subtenant shall be subject to the prior written consent of the Sublandlord
which consent may be granted or withheld in Sublandlord’s sole discretion.  The above notwithstanding, Subtenant shall
not make any structural alterations to the exterior of the Subleased Premises.


 


Subtenant shall be solely responsible for the cost and
performance of any improvements to the Subleased Premises required after the
Sublease Start Date in order to comply with governmental ordinances or
regulations which remain or become effective after the Sublease Start Date
provided such improvements are required as a result of Subtenant’s use and
occupancy of the Subleased Premises and are not required (or their installation
triggered by) (i) work to be performed by Landlord under the Prime Lease
or (ii) work required to be performed under the terms of this Sublease
Agreement, by Sublandlord in or in connection with the Unimproved Space (as
defined below), and provided Sublandlord shall not be required to make such
improvements if Subtenant would be required to make improvements as a direct
Tenant of Landlord.  The cost of any
other improvements beyond what has been described in this Section 8 or is
mutually agreed to by Sublandlord and Subtenant will be borne by Subtenant and
subject to the Prime Lease.  Sublandlord
represents and warrants to Subtenant that to its knowledge, the Subleased
Premises are as of the date hereof in material compliance with all applicable
laws, ordinances and regulations.


 


Subtenant shall not permit any mechanics’ liens to
remain filed against the Subleased Premises for any work performed or materials
furnished in connection with Subtenant’s work. 
If such a lien is filed, Subtenant, within ten (10) days of its
receipt of such notice of the lien filing, shall either pay the amount of the
lien or bond off and diligently contest such lien.


 


Subtenant shall be permitted at no additional cost to
Subtenant, during the initial term of this Sublease and any extension periods
contained herein, to use all of the modular workstations and all of the
furniture located in the Subleased Premises and used by Sublandlord during the
period of time in which Sublandlord was in possession of the Subleased
Premises.  During the initial term of
this Sublease and any extension periods contained herein, Subtenant shall
further be permitted, at no additional cost to Subtenant, to use the audiovisual
equipment located in the boardroom of the Subleased Premises.  An inventory list of such modular
workstations, furniture, and audiovisual equipment, which Subtenant may use
pursuant to and under the terms of this Section 8, is attached hereto and
made a part hereof as Exhibit E.  The above notwithstanding, any modular
workstations, furniture, audiovisual equipment or other items used by Subtenant
pursuant to this Section 8 and listed on Exhibit E (including modular
workstations, furniture and/or any other items in the Expansion Premises (as
defined herein)) shall be and remain the property of Sublandlord and shall not
be removed by Subtenant unless Sublandlord otherwise directs Subtenant to
remove such items.


 


In the event that Subtenant shall exercise its
Expansion Option (as defined herein) or its Right of First Offer (as defined
herein), Sublandlord shall deliver that portion of the Expansion Premises
located in the Dawn Building that are on the date hereof improved,
substantially in accordance with Section 1(b) above (the “Improved Space”); and that portion of the
Expansion Premises located in the Dawn Building that are on the date hereof
unimproved (the “Unimproved Space”),
in accordance with the plans and specifications attached hereto as Exhibit F.  Subtenant shall be permitted, at no additional
cost to Subtenant, during the initial


 


5





















 


term of this Sublease and
any extension periods contained herein, to use all of the modular workstations
and all of the furniture located in the Expansion Premises and used by
Sublandlord during the period of time in which Sublandlord was in possession of
the Expansion Premises.  The modular
workstations and furniture in that portion of the Expansion Premises located in
the Cascade Building shall be the same as the modular workstations and
furniture in the Subleased Premises.  In
addition, the modular workstations and furniture in the Improved Space shall be
in quality and appearance substantially similar to provided in the subleased
premise; provided however the modular workstations and furniture in the
Unimproved Space shall be in quality and appearance in the form as approved by
Sublandlord and Subtenant on April 21, 2004 and as identified on the
layout plan attached hereto as Exhibit H.  The parties agree that Sublandlord shall
provide an inventory list to Subtenant to be attached to this Sublease as an
Addendum, listing all of the modular workstations and furniture located in the
Expansion Premises, which Subtenant may use pursuant to and under the terms of
this paragraph.


 


All work performed by Sublandlord in the Unimproved
Space and any other portion of the Premises shall comply with the terms of the
Prime Lease and all applicable laws, ordinances and regulations and shall be
completed in a first-class workmanlike manner, free from all material
defects.  Sublandlord agrees to keep
Subtenant advised of the commencement and progress of all such work (in writing
if reasonably requested by Subtenant). 
If Subtenant is to occupy the Expansion Premises, Sublandlord shall
deliver the same free of mechanics’ liens and all other claims, charges and
encumbrances.


 


Prime Landlord agrees to perform the Bridge Work (as
defined herein) at no cost to Subtenant; provided however Sublandlord shall
contribute an amount not to exceed [***] Dollars ($[***]) (“Sublandlord’s Contribution”) towards the
cost of performing such Bridge Work. 
Sublandlord’s Contribution shall be paid in accordance with a separate
agreement to be entered into between Sublandlord and Prime Landlord, Prime
Landlord shall be responsible for obtaining all permits which may be necessary
for the performance and completion of the Bridge Work and Sublandlord hereby
agrees to cooperate, at no expense to Sublandlord (subject to payment of
Sublandlord’s Contribution), as may be required in connection with Prime
Landlord’s obtaining any such permits. 
For the purposes of this Sublease, the term “Bridge Work” shall mean all labor and materials necessary to
modify the existing bridge from the third (3rd) floor of the Ivory
Building so it connects to the second (2nd) floor of the Cascade
Building, in compliance with plans to be developed by Prime Landlord, and
approved by Sublandlord, all applicable laws, ordinances and regulations and in
a first-class workmanlike manner, free from all defects.


 


9.                                       SIGNAGE.


 


Sublandlord agrees, subject to Prime Landlord’s prior
approval, at its sole cost and expense to provide Building signage which is in
conformance with signage used throughout the five buildings and the pad site
(collectively, the “Building”)
located in Tide Point (“Building Standard
Signage”) on the main entry door or doors used for primary access to
the Subleased Premises.  The cost of such
Building Standard Signage shall be in an amount mutually agreed upon by Sublandlord
and Subtenant.  Sublandlord and Subtenant
shall also agree on the design and installation specifications for signage to
be installed in the elevator lobby/reception area shared by Sublandlord and
Subtenant adjacent to the main entry doors used for primary access to


 


6





















 


the Premises and the
Subleased Premises (the “Reception Signage”),
subject to Prime Landlord’s approval. 
The design and implementation cost and expense of the Reception Signage
shall be paid by Subtenant.  No sign,
advertisement or notice other than the Building Standard Signage and Reception
Signage described herein referring to Subtenant shall be painted, affixed or
otherwise displayed on any part of the exterior or interior of the Building
(including windows and doors) without the prior written approval of Sublandlord
and Prime Landlord, which approval may be granted or withheld in Sublandlord’s
or Prime Landlord’s sole and absolute discretion.  If any item that has not been approved by Sublandlord
and Prime Landlord is so displayed, then Sublandlord or Prime Landlord shall
have the right to remove such item at Subtenant’s expense or to require
Subtenant to do the same.


 


10.                                 OPTION
TO EXPAND.


 


During the period from the Sublease Start Date through
the eighteenth (18th) month following the Sublease Start Date (the “Expansion Option Period”), Subtenant shall
have an option to expand (the “Expansion
Option”) into the remainder of Sublandlord’s Premises which consists
of approximately 12,314 square feet located on a portion of the second (2nd)
floor of the Cascade Building and approximately 17,062 square feet located on a
portion of the second (2nd) floor of the Dawn Building
(collectively, the “Expansion Space”),
provided that on the date Subtenant exercises its Expansion Option, Subtenant
itself (and not an assignee or sub-subtenant) occupies the entire Subleased
Premises and provided further, that no Event of Default has occurred and is
continuing.  Subtenant shall exercise its
Expansion Option upon six (6) months prior written notice to Sublandlord
and according to the terms set forth herein. 
If Subtenant exercises its Expansion Option, the Term of this Sublease
shall be extended so that the Sublease Expiration Date will become May 31,
2008 and the parties agree to enter into an amendment to this Sublease, which
amendment shall provide for the Expansion Space to be incorporated into the
Subleased Premises.  Tenant’s
Proportionate Share shall be modified to reflect the inclusion of the Expansion
space and the Base Rent shall be modified as set forth in Sections 3b and
3c.


 


11.                                 RIGHT
OF FIRST OFFER.


 


Beginning in the nineteenth (19th) month
following the Sublease Start Date and thereafter during the Term of this
Sublease (the “Offer Period”), Subtenant
shall have the right of first offer (the “Right
of First Offer”) for the entire (but not less than the entire)
Expansion Space in both the Cascade Building and the Dawn Building.  Sublandlord shall notify Subtenant of the
availability of the Expansion Space in writing, specifying the terms which
Sublandlord is willing to accept to sublease the Expansion Space.  Subtenant shall, by written notice to
Sublandlord (with a copy to Prime Landlord), exercise its Right of First Offer
within twenty (20) days of receipt of Sublandlord’s notice and according to
terms offered by Sublandlord.  If
Subtenant rejects or does not respond to the terms of Sublandlord’s notice then
Subtenant’s Right of First Offer shall thereafter irrevocably lapse and
terminate as to the Expansion Space, and Sublandlord shall thereafter be free
to sublease the Expansion Space to any third-party at any time without regard
to the restrictions in this Section and on whatever terms and conditions
Sublandlord may decide.  The Right of
First Offer shall be of no force and effect if at the time of Subtenant’s
attempt at exercise thereof, an Event of Default has occurred and is
continuing.  If Subtenant exercise its
Right of First Offer as provided herein, then and in such event, Sublandlord
and Subtenant shall enter into an amendment to this Sublease within fifteen
(15) days following the


 


7





















 


date of Subtenant’s
exercise of its Right of First Offer for sublease of the Expansion Space on the
terms and conditions set forth in Sublandlord’s notice which amendment, among
other terms, covenants and conditions therein contained, shall provide for the
Expansion Space to be incorporated into the Subleased Premises and the Base
Rent and Tenant’s Proportionate Share to be modified to reflect the inclusion
of the Expansion Space.


 


12.                                 SERVER
AND TELECOM ROOM.


 


Sublandlord and Subtenant agree, prior to the Sublease
Start Date, to work together to determine whether the current server and
telecom room within the Subleased Premises can be shared between Sublandlord
and Subtenant without material disruption to the business functions of
Sublandlord and Subtenant.  In the event
the current server and telecom room cannot be shared, Sublandlord shall provide
a server and telecom room which will support the business needs of both
Sublandlord and Subtenant without any material disruption to the business
functions of either Sublandlord and Subtenant. 
The cost of providing any such server and telecom room shall be shared
equally between Sublandlord and Subtenant and shall be in an amount mutually
agreed upon by Sublandlord and Subtenant.


 


13.                                 SECURITY
DEPOSIT.


 


Upon execution of this Sublease, Subtenant shall
deposit with Sublandlord the sum of Sixty-Eight Thousand Four Hundred
Twenty-Three and 40/100 Dollars ($68,423.40) as a security deposit, which, if
Subtenant is in default (and following the expiration of all applicable notice
and/or cure periods).  Sublandlord can
use in full or any portion thereof, to cure the default or to compensate
Sublandlord for all damage sustained by it resulting from Subtenant’s
default.  Such security deposit, less any
amounts properly deducted therefrom and applied against Subtenant’s obligations
under this Sublease, shall be paid to Subtenant after this Sublease expires,
provided Subtenant surrenders the Subleased Premises in the condition required
in Section 17 of this Sublease.  If
Subtenant does not exercise its Expansion Option as provided in Section 10
on or prior to the expiration of the Expansion Option Period, Sublandlord shall
refund a portion of the security deposit in the amount of Thirty-Two Thousand
Two Hundred Twelve Dollars ($34,212.00) to Subtenant no later than thirty (30)
days following the expiration of the Expansion Option Period.


 


14.                                 PARKING.


 


Pursuant to Section 4.1(e) of the Prime
Lease Sublandlord is entitled to a total of one hundred forty-nine (149)
parking spaces (“Sublandlord’s Base Parking”)
which shall include ten (10) “preferred” parking spaces in the lot
southwest of the Subleased Premises. 
During the Sublease Term, Sublandlord agrees to make available to
Subtenant, Subtenant’s Proportionate Share of Sublandlord’s Base Parking, which
on the Sublease Start Date, shall be a total of sixty-two (62) parking spaces,
which shall include four (4) “preferred” parking spaces.


 


In the event that Sublandlord does not use its full
allocation of Sublandlord’s Base Parking, Subtenant shall be permitted to use
the excess parking spaces; provided however, Sublandlord shall be permitted to
regain any or all of the excess parking spaces upon thirty (30) days prior
written notice to Subtenant.


 


8





















 


15.                                 RENEWAL
OPTION.


 


a.                                       Provided
Subtenant is in possession of the Subleased Premises and an Event of Default
does not exist under the Sublease, Subtenant shall have the right to extend the
Term of the Sublease (the “Sublease Renewal
Option”) for five (5) additional terms of one (1) year
each through to the expiration date of the Prime Lease (each a “Sublease
Renewal Term”).  Notwithstanding anything
to the contrary contained herein, in no event may any of the Sublease Renewal
Terms extend beyond the expiration date of the Prime Lease.  If Subtenant shall exercise such Sublease
Renewal Option, the first Sublease Renewal Term shall commence on the
expiration of the Sublease Term and if Subtenant shall, by the first Sublease
Renewal Term, exercise the Sublease Renewal Option with respect to a second
Sublease Renewal Term, the second Sublease Renewal Term shall commence upon the
expiration of the first Sublease Renewal Term and the same shall be the case
for each of the remaining Sublease Renewal Terms, if such Sublease Renewal
Option shall be so exercised with respect to each of the remaining Sublease
Renewal Terms.  Each Sublease Renewal
Term shall be governed by the same terms, covenants and conditions as contained
in this Sublease, except that the Base Rent for the Sublease Renewal Term shall
be paid by Subtenant without deduction, set-off for demand, in equal monthly
installments as follows:


 


	
  Sublease

  	
   

  	
  Per
  Square Ft.

  	
   

  	
  Monthly

  	
   

  	
  Annual
  Rate

  	
   

  
	
  5

  	
   

  	
  (05/01/2007-02/29/2008)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  6

  	
   

  	
  (03/01/2008-02/28/2009)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  7

  	
   

  	
  (03/01-2009-02/28/2010)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  8

  	
   

  	
  (03/01/2010-02/28/2011)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  9

  	
   

  	
  (03/01/2011-02/28/2012)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  



 


The Sublease Renewal Option shall be exercised, if at
all, by written notice to Sublandlord given not less than four (4) months
prior to the expiration of the Sublease Term.


 


b.                                      The
above notwithstanding, in the event that Subtenant shall exercise its Expansion
Option pursuant to Section 10 or shall acquire the Expansion Premises
pursuant to its Right of First Offer contained in Section 11, Subtenant’s
Renewal Option shall be governed by the provisions contained in this Section 15b.  Provided Subtenant is in possession of the
Subleased Premises and the Expansion Premises and an Event of Default does not
exist under the Sublease, Subtenant shall have the right to extend the Term of
the Sublease (the “Entire Premises Renewal
Option”) for two (2) additional terms; the first renewal term
shall be for a period of two (2) years and the second renewal term shall
be for a period of one (1) year and nine (9) months (each an “Entire Premises Renewal Term”).  Notwithstanding anything to the contrary
contained herein, in no event shall any of the Entire Premises Renewal Terms
extend beyond the expiration date of the Prime Lease.


 


If Subtenant shall exercise such Entire Premises
Renewal Option, the first Entire Premises Renewal Term shall commence upon the
expiration of the Sublease Term and, if, Subtenant shall, by the first Entire
Premises Renewal Term, exercise the Entire Premises


 


9





















 


Renewal Option with
respect to a second Entire Premises Renewal Term, the second Entire Premises
Renewal Term shall commence upon the expiration of the first Entire Premises
Renewal Term.  Each of the Entire
Premises Renewal Terms shall be governed by the same terms, covenants and
conditions as contained in this Sublease, except: (i) Subtenant’s
Proportionate Share of increases in insurance and operating charges and real
estate taxes shall be adjusted to reflect their respective, then current Base
Year; and (ii) the Base Rent for each Entire Premises Renewal Term shall
be paid by Subtenant without deduction, set-off or demand, in equal monthly
installments, on the first (1st) day of the month as follows:


 


Base Rent for that portion
of Subleased Premises and Expansion Space located in Cascade Building during
the Entire Premises Renewal Term shall be:


 


	
  Sublease

  	
   

  	
  Per
  Square Ft.

  	
   

  	
  Monthly

  	
   

  	
  Annual
  Rate

  	
   

  
	
  7

  	
   

  	
  (06/01/2008-05/31/2009)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  8

  	
   

  	
  (06/01/2009-05/31/2010)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  9

  	
   

  	
  (06/01-2010-05/31/2011)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  10

  	
   

  	
  (06/01/2011-02/28/2012)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  



 


Base Rent for that
portion of the Expansion Space located in Dawn Building during the Entire
Premises Renewal Term shall be:


 


	
  Sublease

  	
   

  	
  Per
  Square Ft.

  	
   

  	
  Monthly

  	
   

  	
  Annual
  Rate

  	
   

  
	
  7

  	
   

  	
  (06/01/2008-05/31/2009)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  8

  	
   

  	
  (06/01/2009-05/31/2010)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  9

  	
   

  	
  (06/01-2010-05/31/2011)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  10

  	
   

  	
  (06/01/2011-02/28/2012)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  



 


The Entire Premises Renewal Option shall be exercised,
if at all, by written notice to Sublandlord given not less than six (6) months
prior to the expiration date of the Sublease Term.


 


16.                                 CONSENT
OF PRIME LANDLORD.


 


This Sublease is contingent upon the approval of the
Prime Landlord of the terms of this Agreement of Sublease, including without
limitation, the use clause herein, the plans and specifications of the
improvements described in Section 8 hereof and attached hereto as Exhibit F
and Sublandlord’s obligation to contribute an amount not to exceed [***]
Dollars ($[***]) toward the cost of such Bridge Work.  Prime Landlord shall execute this Agreement
in satisfaction of the contingency set forth above, for the purposes of (i) evidencing
Prime Landlord’s approval of Sublandlord’s subleasing the Subleased Premises to
Subtenant herein upon all of the terms contained in this Agreement of Sublease
and (ii) acknowledging Prime Landlord’s obligation to perform the Bridge
Work as set forth in


 


10





















 


Section 8
above.  This Sublease shall further be
made contingent upon Sublandlord’s obtaining from Prime Landlord an
acknowledgement stating, in effect, that: 
(a) Subtenant shall have the right (but shall not be obligated to)
to cure any and/or all of Sublandlord’s defaults under the Prime Lease (it
being agreed that for monetary defaults the cure period shall be ten (10) days
from Subtenant’s receipt from Prime Landlord of written notice of default and
for non-monetary defaults the cure period shall be thirty (30) days from
Subtenant’s receipt from Prime Landlord of written notice of default) and (b) in
the event of a termination of the Prime Lease, Prime Landlord agrees to enter
into a new lease with Subtenant on the form of office lease as previously
executed by Prime Landlord and Subtenant on March 29, 2002, upon
substantially the same terms and conditions contained herein, provided however,
that, (x) notwithstanding the rental rates set forth in this Sublease, the
rental rates in the new lease shall be the same as the rental rates established
pursuant to the Prime Lease, (y) the Base Year for Base Operating Costs in
the new lease shall be the calendar year 2002 as set forth in the Prime Lease,
and (z) the notice periods in the new lease for exercising the Sublease
Renewal Option and the Entire Premises Renewal Option as set forth in Section 15
hereof shall be nine (9) months.


 


17.                                 REMOVAL.


 


Subtenant agrees to forfeit its right to the Subleased
Premises upon expiration or earlier termination of this Sublease.  Prior to relinquishing possession of the
Subleased Premises, Subtenant shall remove from the Subleased Premises all
personal property located therein belonging to Subtenant, including trade
fixtures, furniture and equipment.  In
addition, Subtenant shall remove from the Subleased Premises any improvements
or alterations made to the Subleased Premises by Subtenant, as directed by
Sublandlord.  Subtenant shall repair any
damage to the Subleased Premises resulting from any such removal.  Any equipment or personal property not so
removed at the Sublease Expiration Date shall automatically become the property
of Sublandlord, and Sublandlord may elect to store such property at Subtenant’s
expense or dispose of same.  Upon the
expiration or other termination of this Sublease, Subtenant shall surrender to
Sublandlord the Subleased Premises broom clean, in good order, repair and
condition.


 


18.                                 SUBLEASING
AND ASSIGNMENT.


 


Subtenant shall not assign, mortgage, pledge or
encumber this Sublease, or sublet the whole or any part of the Subleased
Premises, without the prior written consent of Prime Landlord and Sublandlord,
which consent shall not be unreasonably withheld.  Notwithstanding the foregoing, and to the
extent provided in the Prime Lease, Subtenant shall have the right, without
Prime Landlord’s or Sublandlord’s prior written consent, to assign this
Sublease or sublet all or any part of the Subleased Premises (as the same may
expand pursuant to the terms and conditions of this Sublease), to any parent,
subsidiary, affiliate corporation or other legal entity of the survivor of any
merger or business combination or to the purchaser of all or substantially all
of the assets or stock or other equity interests of Subtenant (an “Affiliate”).  Consent by Prime Landlord and Sublandlord to
any assignment, subletting, or licensing shall not:  (i) constitute a waiver of the
requirement for such consent to any subsequent assignment, subletting or
licensing; or (ii) relieve the Subtenant from its duties, responsibilities
and obligations under this Sublease. 
Sublandlord and Subtenant agree that the provisions of
Paragraphs 14.2 and 14.3 of the Prime Lease shall be applicable to any
assignment, sublet and


 


11





















 


license of the Subleased
premises, and those Paragraphs are incorporated herein by this reference,
except that every reference therein to “Tenant,” “Landlord,” and “Rent” shall
refer herein to “Subtenant,” “Sublandlord,” and the rent payable pursuant to Section 3
and Section 4 hereof, respectively.


 


19.                                 NOTICES
AND DEMANDS.


 


Except as may be otherwise provided in this Sublease,
any notice, demand, consent, approval, request or other communication or document
to be provided hereunder to the Sublandlord, the Subtenant or the Prime
Landlord (a) shall be in writing, and (b) shall be deemed to have
been provided (i) two (2) days following the date sent as certified
mail in the United States mails, postage prepaid, return receipt requested, (ii) on
the day following the date it is deposited prior to the close of business with
Federal Express or another national courier service or (iii) on the date
of hand delivery (if such party’s receipt thereof is acknowledged in writing),
in each case to the address of such party set forth hereinbelow or to such
other address as such party may designate from time to time by notice to each
other party hereto.


 


If to the Sublandlord, notice shall be sent to:


 


Steven C. Berger, CPA

PERFORMAX

1030 Hull Street

Baltimore, Maryland  21230


 


with a copy to:


 


Morton P. Fisher, Jr., Esquire

Ballard Spahr Andrews & Ingersoll, LLP

300 East Lombard Street

18th Floor

Baltimore, Maryland  21202


 


If to the Subtenant, notice shall be sent to:


 


J. Scott Plank

Chief Administrative Officer

Under Armour Performance Apparel

1020 Hull Street

3rd Floor

Baltimore, Maryland  21230


 


with a copy to:


 


James D. Kelly, Jr., Esquire

Dickstein Shapiro Morin & Oshinsky, LLP

2101 L Street, N.W.

Washington, D.C.  20037


 


12





















 


If to the Prime Landlord, notice shall be sent to:


 


Hull Point, LLC

Tide Point

1010 Hull Street

Baltimore, Maryland  21230

Attention:  Property Management


 


with a copy to:


 


John P. Machen, Esquire

Piper Rudnick LLP

6225 Smith Avenue

Baltimore, Maryland  21209


 


20.                                 PRIME
LEASE.


 


a.                                       Subtenant
hereby acknowledges that Sublandlord is the tenant under the Prime Lease.  The Prime Lease attached hereto as Exhibit B is incorporated by reference
as fully as if the terms and provisions thereof were set forth herein.  Notwithstanding any provision herein to the
contrary, this Sublease shall automatically terminate upon the expiration or
termination of the Prime Lease for any reason.


 


b.                                      Except
as provided in this Sublease, Subtenant agrees to assume and be bound by the
same responsibilities, rights, obligations and duties that Sublandlord has
under the Prime Lease as the same relate to the Subleased Premises.  To the extent that any action taken or
proposed by Subtenant requires the approval of Prime Landlord under the Prime
Lease, it is understood and agreed that such action shall also require the
approval of Sublandlord under this Sublease. 
It is further understood and agreed that as to Subtenant, Sublandlord
shall have all of the rights (but not the obligations) which Prime Landlord has
under the Prime Lease.


 


c.                                       Where
the exercise or existence of Subtenant’s rights hereunder are conditioned upon
the giving of notice to Prime Landlord under the terms of the Prime Lease,
Subtenant shall exercise its rights under this Sublease by giving Sublandlord
written notice of such exercise at least three (3) business days prior to
the time specified therefor in the Prime Lease. 
Sublandlord will thereafter take such reasonable action as may be
necessary to request Prime Landlord’s consent.


 


d.                                      In
the event that (i) Prime Landlord does not cure any breach, violation or
default by Prime Landlord under the Prime Lease which directly affects the
Subleased Premises within the time periods provided thereunder, and (ii) Sublandlord
elects not to pursue its remedies, if any, under the Prime Lease, then
Subtenant may, upon written notice to Sublandlord, commence and diligently
pursue Sublandlord’s remedies, if any, under the Prime Lease at Subtenant’s
sole cost and expense.  Sublandlord
agrees to promptly (and in all events not later than four (4) business
days) notify Subtenant of whether it intends to pursue its remedies under the
Prime Lease, and, if Sublandlord elects not to pursue its remedies, Sublandlord
agrees to cooperate, as may be required, in Subtenant’s prosecution of
Sublandlord’s remedies under the Prime Lease.


 


13





















 


e.                                       The
terms of the Prime Lease are hereby fully incorporated by reference into this
Sublease.  In the event any term,
covenant, condition or obligation of either party under this Sublease shall
conflict or is inconsistent with any such term of the Prime Lease, then the
terms of this Sublease as between Sublandlord and subtenant shall dictate and
control each such party’s obligations, except where such compliance or conduct
would cause a default under the Prime Lease.


 


21.                                 RECITALS.


 


The recitals to this Sublease are incorporated herein
by reference.


 


22.                                 ACCESS.


 


Sublandlord shall be entitled to enter the Subleased
Premises at any reasonable time during the Subtenant’s usual business hours,
after giving Subtenant at least twenty-for (24) hours oral or written notice
thereof (except in an emergency), (a) to inspect the Subleased Premises, (b) to
make repairs, or (c) to cure any default on the part of Subtenant.  Subtenant acknowledges and agrees that
Sublandlord’s right of entry onto the Subleased Premises shall be governed by Article 11
of the Prime Lease.


 


23.                                 INDEMNITY.


 


Subtenant hereby agrees to defend, indemnify and hold
Sublandlord and its officers, directors, stockholders, affiliates, employees
and agents harmless from and against any cost, damage, claim, liability or
expense (including reasonable attorneys’ fees) (i) arising from any damage
to the Subleased Premises or Building or any injury to any persons on the
Subleased Premises or Building occurring on or after the Sublease Start Date
through the term of this Sublease resulting from Subtenant’s failure to assume
any or all responsibilities and obligations as subtenant under this Sublease,
or (ii) arising from or out of the occupancy or use by Subtenant of the
Subleased Premises or any part thereof, or occasioned wholly or in party by any
act or omission of Subtenant, its agents, contractors, employees, licensees or
invitees, or (iii) arising as a result of a breach by Subtenant of any of
the terms of the Prime Lease.


 


Subtenant agrees to indemnify, defend, and hold
harmless Sublandlord, its assignees, transferees and their respective
employees, officers, and directors from and against any and all damages,
actions, awards, fines, claims, of any kind, and all costs associated therewith
including clean-up costs, expenses, attorneys’ and consultants’ fees and court
costs which may arise as a result of any claim or finding that Hazardous
Materials are present within, upon, or beneath the Subleased Premises,
Building, common areas, or parking facilities as a result of Subtenant’s, or
its agents’, employees’, contractors’ or invitees’ use or occupancy of the
Subleased Premises, Building, common areas or parking facilities, or as a
result of Subtenant’s, or its agents, employees’ contractors’ or invitees’ act
or omission.  Subtenant shall, at its
sole cost and expense, after first obtaining Sublandlord’s consent, properly
investigate, clean-up, remediate, remove, and abate such Hazardous Materials,
and take all other actions required by any federal state, local, or other
governmental authority having jurisdiction thereof, in accordance with all
applicable federal, state, and local laws, rules, regulations, orders, and
ordinances.  Subtenant’s


 


14





















 


obligations and
liabilities under this paragraph shall survive the expiration or earlier
termination of this Sublease.


 


Sublandlord hereby agrees to defend, indemnify and
hold Subtenant and its officers, directors, stockholders, affiliates, employees
and agents harmless from and against any cost, damage, claim, liability or
expense (including reasonable attorney’s fees) (i) arising from any damage
to the Subleased Premises or Building nor any injury to any persons on the
Subleased Premises or Building occurring on or after the Sublease Start Date
through the term of this Sublease resulting from Sublandlord’s failure to
assume any or all responsibilities and obligations as Sublandlord under this
Sublease, or (ii) arising from or out of the occupancy or use by
Sublandlord of that portion of the Premises not constituting a part of the Subleased
Premises or any part thereof, or occasioned wholly or in part by any act or
omission of Sublandlord, its agents, contractors, employees, licensees or
invitees, or (iii) arising as a result of a breach by Sublandlord of any
of the terms of the Prime Lease.  The
above notwithstanding, Sublandlord’s liability in connection with any costs,
damage, claim, liability or expense arising in connection with the Bridge Work
shall be limited to the amount of Sublandlord’s Contribution (as defined in Section 8).


 


Sublandlord agrees to indemnify, defend, and hold
harmless Subtenant, its assignees, transferees and their respective employees,
officers, and directors from and against any and all damages, actions, awards,
fines, claims, of any kind, and all costs associated therewith including
clean-up costs, expenses, attorneys’ and consultant’s fees and court costs
which may arise as a result of any claim or finding that Hazardous Materials
are present within, upon or beneath the Premises, Subleased Premises, Building,
common areas, or parking facilities as a result of Sublandlord’s, or its agents’,
employees’, contractors’ or invitees’ use or occupancy of the Premises or
Subleased Premises prior to the Sublease Start Date, or as a result of
Subtenant’s, or its agents’, employees’, contractors’ or invitees’ act or
omission.  Sublandlord shall, at its sole
cost and expense, after first obtaining Subtenant’s consent, properly
investigate, clean-up, remediate, remove, and abate such Hazardous Materials,
and take all other actions required by any federal, state, local, or other
governmental authority having jurisdiction thereof, in accordance with all
applicable federal, state, and local laws, rules, regulations, orders, and
ordinances.  Sublandlord’s obligations
and liabilities under this paragraph shall survive the expiration or earlier
termination of this Sublease.


 


Sublandlord represents and warrants to Subtenant that
to its knowledge, as of the date hereof, the Premises, Subleased Premises and
Building are free of Hazardous Materials.


 


The term “Hazardous Materials” as used herein shall
mean any hazardous or toxic substance, material, or waste (including, without
limitation, asbestos) which, during the term of this Sublease, is determined by
or is defined by any federal, state, local, or other governmental authority to
be capable of posing a risk of injury to health, safety, or property and/or the
use and/or disposal of which is regulated by any such governmental authority.


 


24.                                 DEFAULT/REMEDIES.


 


An event of default under this Sublease shall be
determined in the same manner as set forth in Article 17 of the Prime
Lease.  The provisions of Article 17
of the Prime Lease are


 


15





















 


incorporated herein by
reference except that every reference therein to “Tenant,” “Landlord” and “rent”
shall refer herein to Subtenant, Sublandlord and the rent payable pursuant to Section 3
and Section 4 hereof, respectively. 
Sublandlord shall have the same rights and remedies as Prime Landlord
pursuant to Section 17.2 of the Prime Lease in the event of a default by
Subtenant.


 


25.                                 BROKERS.


 


Each party hereto hereby (i) warrants to the
other that except as identified on Exhibit G
attached hereto and made a part hereof, no broker, finder or similar party has
assisted in this Sublease transaction, and (ii) agrees to indemnify,
defend and hold the other party harmless from any and all liability incurred as
a result of a breach or the foregoing warranty. 
Sublandlord shall be liable for the fees of the brokers listed on Exhibit G hereto.


 


26.                                 COMPLIANCE
WITH LAW.


 


Subtenant shall obey, observe and promptly comply with
all rules, regulations, ordinances and laws which shall be applicable, now or
at any time during the Term, to the Subleased Premises and shall promptly
comply with all orders, rules, rulings, and directives of any governmental
authority or agency having jurisdiction over the Subleased Premises, subject to
the provisions of Section 8 above. 
Throughout the Term of this Sublease and any extensions thereof,
Subtenant shall not permit the presence, use, generation, release, discharge,
storage, disposal, or transportation of any Hazardous Materials on, under, in,
above, to, or from the Subleased Premises. 
In all events, Subtenant shall at its sole cost and expense, remove or
otherwise abate any Hazardous Material released at the Subleased Premises if
directly caused by Subtenant or persons acting under Subtenant.  Throughout the Term of this Sublease and any
extensions thereof, Sublandlord shall not permit the presence, use, generation,
release, discharge, storage, disposal, or transportation of any Hazardous
Materials on, under, in, above, to, or from the Premises.  In all events, Sublandlord shall at its sole
cost and expense, remove or otherwise abate any Hazardous Materials released at
the Premises if directly caused by Sublandlord or persons acting under
Sublandlord.


 


27.                                 INTEREST
OF SUCCESSORS.


 


The covenants and agreements of this Sublease shall be
binding upon, and inure to the benefit of, the successors and permitted assigns
of the parties hereto.


 


28.                                 ENTIRE
AGREEMENT.


 


This Sublease, together with the Exhibits attached
hereto, contains and embodies the entire agreement of the parties hereto, and
any representations, inducements, or agreements, oral or otherwise, between the
parties hereto not contained in this Sublease and the Exhibits, shall not be of
any force or effect.  This Sublease may
not be modified, changed or terminated in whole or in part except by an
agreement in writing duly signed by both parties hereto.


 


29.                                 CAPTIONS.


 


The captions are inserted only as a matter of
convenience and for reference, and in no way define, limit or describe the
scope of this Sublease or the intent of any provisions hereof.


 


16





















 


30.                                 GOVERNING
LAW.


 


This Sublease shall be governed by the laws of the
State of Maryland without regard to its rules of conflicts of laws.


 


31.                                 DEFINITIONS.


 


Unless otherwise set forth herein, all terms herein
set forth shall have the same meaning as set forth in the Prime Lease.


 


32.                                 AUTHORITY.


 


The individuals executing this Sublease on behalf of
either the Subtenant or Sublandlord represents and warrants that each is a
rightful signatory of its organization and that each organization is in good
standing under the laws the state in which the Subleased Premises are located
and has full right and authority to enter into the Sublease and perform its
respective obligations hereunder.


 


33.                                 WAIVER
OF JURY TRIAL.


 


SUBLANDLORD, SUBTENANT, AND ALL GENERAL PARTNERS OF
SUBTENANT WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM
BROUGHT IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THIS SUBLEASE, THE SUBLANDLORD-SUBTENANT RELATIONSHIP, SUBTENANT’S USE OR
OCCUPANCY OF THE SUBLEASED PREMISES OR ANY CLAIM OF INJURY OR DAMAGE.  SUBTENANT CONSENTS TO SERVICE OF PROCESS AND
ANY PLEADING RELATING TO ANY SUCH ACTION AT THE SUBLEASED PREMISES; PROVIDED,
HOWEVER, THAT NOTHING HEREIN SHALL BE CONSTRUED AS REQUIRING SUCH SERVICE AT
THE SUBLEASED PREMISES.  SUBLANDLORD,
SUBTENANT, AND ALL GENERAL, PARTNERS OF SUBTENANT WAIVE ANY OBJECTION TO THE
VENUE OF ANY ACTION FILED IN ANY COURT SITUATED IN THE JURISDICTIONIN WHICH THE
BUILDING IS LOCATED AND WAIVE ANY RIGHT UNDER THE DOCTRINE OF FORUM NON
CONVENIENS OR OTHERWISE, TO TRANSFER ANY SUCH ACTION FILED IN ANY SUCH COURT TO
ANY OTHER COURT.


 


34.                                 WAIVER
OF SUBROGATION.


 


Each party hereto shall obtain from its property
insurer a waiver of subrogation provision with respect to the other party
hereto.  Each party hereto hereby agrees
that it will not make a claim against, or seek to recover from, the other party
any cost, damage, claim, liability or expense (including reasonable attorneys’
fees) which is occasioned by any action, omission, fault, negligence or
misconduct on the part of such other party, its agents, employees, contractors,
invitees, licensees, customers, clients, family members and guests, to the
extent that the injured party is covered therefore by insurance which it
maintains or is required to maintain under the terms of this Sublease, and the
injured party is reimbursed by its carrier therefore.


 


[SIGNATURES CONTINUED ON NEXT PAGE]


 


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IN WITNESS WHEREOF, Sublandlord and Subtenant have
hereunto affixed their names under seal in acknowledgment and acceptance of the
terms hereof.


 


	
  ATTEST:

  	
   

  	
  SUBLANDLORD:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CORPORATE HEALTH
  CARE

  FINANCING, INC., t/a PERFORMAX

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Amy Sullivan

  	
   

  	
  By:

  	
  [illegible]

  	
   (SEAL)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
  SUBTENANT:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KP SPORTS, INC.
  d/b/a UNDER ARMOUR

  PERFORMANCE APPAREL

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ J. Novak

  	
   

  	
  By:

  	
  /s/ J. Scott
  Plank

  	
   (SEAL)

  
	
   

  	
   

  	
   

  	
  J. Scott Plank

  	
   

  
	
   

  	
   

  	
   

  	
  Chief Administrative Officer

  	
   

  



 


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Hull Point, LLC, the named Prime Landlord herein,
signs this Agreement of Sublease in satisfaction of the contingencies set forth
in Section 16 herein, (a) to evidence Prime Landlord’s approval of
Sublandlord’s subleasing the Subleased Premises to named Subtenant herein upon
all of the terms contained in this Sublease Agreement, (b) to acknowledge
Prime Landlord’s obligation to perform the Bridge Work as set forth in Section 8
herein, (c) to acknowledge Subtenant shall have the right (but not be obligated
to) to cure any and/or all of Sublandlord’s defaults under the Prime Lease, (it
being agreed that for monetary defaults the cure period shall be ten (10) days
from Subtenant’s receipt from Prime Landlord of written notice of default and
for non-monetary defaults the cure period shall be thirty (30) days from
Subtenant’s receipt from Prime Landlord of written notice of default) and (d) to
acknowledge that, in the event of a termination of the Prime Lease, Prime
Landlord agrees to enter into a new lease with Subtenant on the form of office
lease as previously executed by Prime Landlord and Subtenant on March 29,
2002, upon substantially the same terms and conditions contained herein,
provided however, that, (i) notwithstanding the rental rates set forth in
the Sublease, the rental rates in the new lease shall be the same as the rental
rates established pursuant to the Prime Lease, (ii) the Base Year for Base
Operating Costs in the new lease shall be the calendar year 2002 as set forth
in the Prime Lease, and (iii) the notice periods in the new lease for
exercising the Sublease Renewal Option and the Entire Premises Renewal Option
as set forth in Section 15 of the Sublease shall be nine (9) months.  Sublandlord shall remain liable for the
performance of all obligations arising under the Prime Lease until the
termination thereof.


 


	
  ATTEST:

  	
  PRIME
  LANDLORD:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HULL POINT, LLC,

  	
   

  	
   

  
	
   

  	
  a Maryland
  limited liability company

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Locust Tide
  Point LLC,

  	
   

  	
   

  
	
   

  	
   

  	
  Managing Member

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  LTP Management
  LLC,

  	
   

  
	
   

  	
   

  	
  Managing Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [illegible]

  	
   

  	
   

  	
  By:

  	
    /s/ Carl W. Struever

  	
   (SEAL)

  
	
   

  	
   

  	
   

  	
    Carl
  W. Struever

  	
   

  
	
   

  	
   

  	
   

  	
    Managing
  Member

  	
   

  
										



 


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