Exhibit 10.17


 


CONFIDENTIAL TREATMENT REQUESTED


WITH RESPECT TO CERTAIN PORTIONS


HEREOF DENOTED WITH
"[***]"


 


FIRST AMENDMENT TO LEASE


 


THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of Sept.
10, 2002 by and between HULL POINT, LLC, a Maryland limited liability company (“Landlord”)
and KP SPORTS, INC. a Maryland corporation, d/b/a Under Armour Performance
Apparel (“Tenant”).


 


RECITALS


 


R.1.                            By that Office Lease dated March 29,
2002 by and between Landlord and Tenant (the “Original Lease”), Landlord leased
to Tenant and Tenant leased from Landlord certain space containing 18,617
rentable square feet of space on the third (3rd) floor of The Ivory
Building (the “Original Premises”) located at Tide Point, 1020 Hull Street,
Baltimore, Maryland 21230 (the Original Lease together with this First
Amendment are referred to collectively as the “Lease”).


 


R.2                               Landlord and Tenant desire to amend the
terms and conditions of the Original Lease to reflect an expansion of the
Original Premises of 13,263 rentable square feet of space located on the third
(3rd) floor The Ivory Building, including the bridge area between
The Ivory Building and the Dawn Building as more particularly depicted on Exhibit A
(the “Expansion Space”), and make certain other amendments as provided herein.


 


NOW, THEREFORE, in consideration of the above Recitals
and for other good and valuable consideration, the receipt and sufficiency of
which is mutually acknowledged, the parties agree as follows:


 


1.                                       Recitals.  All of the above-referenced Recitals are
incorporated into and made a substantive part hereof.


 


2.                                       Definitions.  Unless otherwise defined herein, all
capitalized terms herein shall have the meaning set forth in the Original
Lease.


 


3.                                       Amendments
to Original Lease.  The Original Lease
is hereby amended as follows:


 


3.1                                 Expansion
Space.


 


(a)                                  Delivery.  Landlord shall deliver to the Tenant the
Expansion Space on or about the date of this First Amendment.  On the date Landlord delivers the Expansion
Space to Tenant, the definition of the term “Premises” shall include the
Expansion Space and the rentable square footage of the Premises shall be
increased to 31,880 based on a core factor of [***] percent ([***]%).  Notwithstanding the foregoing, until January 1,
2004 (such time as Tenant commences payments of Base Rent on the entire
Premises), Landlord and Tenant hereby agree that Base Rent for the Original
Premises and the Expansion Space shall be based on a core factor of [***]
percent ([***]%).


 





















 


(b)                                 Rent
Commencement.  Landlord and Tenant
hereby agree that Section 4.1 of the Original Lease shall be deleted in
its entirety.  Tenant shall pay Landlord
an annual rent (the “Base Rent”) for the Premises in accordance with the
following schedule:


 


	
  Lease
  Year

  	
   

  	
  Per Square Foot

  	
   

  	
  Monthly

  	
   

  	
  Annualized

  	
   

  
	
  Rent Commencement
  

  Date-12/31/02

  	
   

  	
  $[***] on Original Premises

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  1/1/03-4/30/03
  (end of

  	
   

  	
  $[***] on Original Premises

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  1st
  Lease Year)

  	
   

  	
  $[***] on 5,238 rentable square feet of 

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
  Expansion Space

  	
   

  	
  Total: 

  	
  $

  	
  [***]

  	
   

  	
  Total:

  	
  $

  	
  [***]

  	
   

  
	
  5/1/03-6/30/03

  	
   

  	
  $[***] on Original Premises

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
  $[***] on 5,238 rentable square feet of 

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
  Expansion Space

  	
   

  	
  Total:

  	
  $

  	
  [***]

  	
   

  	
  Total:

  	
  $

  	
  [***]

  	
   

  
	
  7/1/03-12/31/03

  	
   

  	
  $[***] on Original Premises 

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
  $[***] on 10,476 rentable square feet of 

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
  Expansion Space

  	
   

  	
  Total:

  	
  $

  	
  [***]

  	
   

  	
  Total:

  	
  $

  	
  [***]

  	
   

  
	
  1/1/04-4/30/04
  (end of

  	
   

  	
  $[***] on Original Premises (18,617 rentable 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2nd Lease Year)

  	
   

  	
  square feet)

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
  $[***] on 13,263 rentable square feet of 

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
  Expansion Space

  	
   

  	
  Total:

  	
  $

  	
  [***]

  	
   

  	
  Total:

  	
  $

  	
  [***]

  	
   

  
	
  5/1/04-Termination
  Date

  	
   

  	
  $[***] on Original Premises (18,617 rentable
  square feet)

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
  $[***] on 13,263 square feet of Expansion
  Space

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TOTAL:

  	
  $

  	
  [***]

  	
   

  	
  TOTAL:

  	
  [***]

  	
   

  
	
  First Renewal
  Term

  	
   

  	
  $[***] on entire Premises

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Second
  Renewal Term

  	
   

  	
  $[***] on entire Premises

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  	
   

  	
  $

  	
  [***]

  	
   

  



 


2





















 


(c)                                  Term.  The term for the Expansion Space shall be
coterminous with the remainder’ of the Term of the Original Lease, together
with the renewal terms of the Original Lease.


 


(d)                                 Condition
of Expansion Space.  Landlord shall
deliver the Expansion Space to the Tenant in its “as is, where is” condition.


 


3.2                                 Right
of First Offer.  Section 2.3 of
the Original Lease (Right of First Offer) is hereby deleted. Tenant’s right of
first offer is hereby terminated.


 


3.3                                 Right
of First Refusal.  Section 2.4
of the Original Lease (Right of First Refusal) is hereby deleted. Tenant’s
right of first refusal is hereby terminated.


 


3.4                                 Parking.  Landlord and Tenant hereby confirm Tenant’s
parking rights at the Project as follows:


 


(a)                                  As
of the date of this First Amendment, Tenant is entitled to the use of seventy-two
(72) parking spaces at the Project (the “Current Spaces”).  Two (2) of the Current Spaces shall be
reserved for Tenant in the parking area outside of the Ivory Building lobby
area and three (3) of the Current Spaces shall be reserved for Tenant in
the parking outside of the Tide Building (the Tide Parking Lot) (collectively,
the “Reserved Spaces”).  The remainder of
the Current Spaces shall be non-exclusive spaces at the Project.


 


(b)                                 Commencing
on July 1, 2003, Tenant shall be entitled to use eighty-four (84)
non-exclusive parking spaces at the Project, subject to the Reserved Spaces.


 


(c)                                  Commencing
on January 1, 2004, Tenant shall be entitled to use ninety-six (96) non-exclusive
parking spaces at the Project, subject to the Reserved Spaces.


 


(d)                                 Tenant
has the option to increase the number of parking spaces leased by Tenant by
giving Landlord fifteen (15) days written notice, but in no event shall Tenant
be entitled to increase its parking spaces by more than a total of forty (40)
parking spaces. Tenant agrees to pay $50.00 per month for each additional
parking space. The charges for the additional parking spaces shall be deemed
Additional Rent and payable in accordance with section 4.4.2 of the Original
Lease.


 


4.                                       Miscellaneous.


 


4.1                                 The
language of this First Amendment shall be construed according to its normal and
usual meaning and not strictly for or against either Landlord or Tenant.


 


4.2                                 Landlord
and Tenant each represent to the other that it has not dealt with any broker in
connection with this First Amendment and each party shall hold the other
harmless from and indemnify the other for any costs and expenses incurred by
the indemnified party arising out of a breach of the other’s foregoing
representations.


 


3





















 


4.3                                 If
any clause or provision of this First Amendment is or becomes illegal, invalid,
or unenforceable because of present or future laws or any rule or regulation
of any governmental body or entity, effective during the Term (as defined in
the Original Lease), the intention of the parties hereto is that the remaining
parts of this First Amendment shall not be affected thereby.


 


4.4                                 The
captions appearing within the body of this First Amendment have been inserted
as a matter of convenience and for reference only and in no way define, limit
or enlarge the scope or meaning of this First Amendment or of any provision
hereof.


 


4.5                                 This
First Amendment may be executed in several counterparts, all of which shall
constitute one and the same instrument.


 


4.6                                 Any
references in the Original Lease to the “Lease” or the “Agreement” shall be
deemed to include the Original Lease as modified hereby.  Except as modified hereby, all terms and
conditions of the Original Lease shall continue in full force and effect.


 


4





















 


IN WITNESS WHEREOF, the parties have caused this
instrument to be executed as of the day and year first above written.


 


 


	
  WITNESS

  	
  LANDLORD

  
	
   

  	
  HULL POINT, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Locust Tide
  Point LLC, Managing

  Member

  	 

	
   

  	
   

  	
   

  	 

	
  /s/ Joshua
  Neiman

  	
   

  	
  By:

  	
  /s/ Carl W.
  Struever

  	
  (SEAL)

  	 

	
   

  	
   

  	
   

  	
  Carl W. Struever

  	
   

  	 

	
   

  	
   

  	
   

  	
  Managing Member

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  WITNESS

  	
   

  	
  TENANT

  
	
   

  	
   

  	
  KP SPORTS, INC.

  
	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  /s/ Thomas J. Sippel

  	
   

  	
  By:

  	
  /s/ J. Scott
  Plank

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  Name: J. Scott
  Plank

  	
   

  
	
   

  	
   

  	
   

  	
  Title: VP –
  Finance

  	
   

  
							



 


5





















 


Exhibit A


 


 


A-1