Exhibit 10.16


 


CONFIDENTIAL TREATMENT REQUESTED


WITH RESPECT TO CERTAIN PORTIONS


HEREOF DENOTED WITH "[***]"


 


 


OFFICE LEASE


 


by and between


 


HULL POINT, LLC


 


(Landlord)


 


and


 


K.P. SPORTS, INC.


 


d/b/a Under Armour Performance Apparel


 


(Tenant)


 





















 


TABLE OF CONTENTS


 


	
  1.

  	
  DEFINITIONS

  	
   

  
	
  2.

  	
  PREMISES; MEASUREMENT

  	
   

  
	
  3.

  	
  TERM

  	
   

  
	
  4.

  	
  RENT; SECURITY DEPOSIT

  	
   

  
	
  5.

  	
  TAXES

  	
   

  
	
  6.

  	
  USE OF PREMISES

  	
   

  
	
  7.

  	
  INSURANCE AND INDEMNIFICATION

  	
   

  
	
  8.

  	
  SERVICES AND UTILITIES

  	
   

  
	
  9.

  	
  REPAIRS AND MAINTENANCE

  	
   

  
	
  10.

  	
  IMPROVEMENTS

  	
   

  
	
  11.

  	
  LANDLORD’S RIGHT OF ENTRY

  	
   

  
	
  12.

  	
  DAMAGE OR DESTRUCTION

  	
   

  
	
  13.

  	
  CONDEMNATION

  	
   

  
	
  14.

  	
  ASSIGNMENT AND SUBLETTING

  	
   

  
	
  15.

  	
  RULES AND REGULATIONS

  	
   

  
	
  16.

  	
  SUBORDINATION AND ATTORNMENT

  	
   

  
	
  17.

  	
  DEFAULTS AND REMEDIES

  	
   

  
	
  18.

  	
  ESTOPPEL CERTIFICATE

  	
   

  
	
  19.

  	
  QUIET ENJOYMENT

  	
   

  
	
  20.

  	
  NOTICES

  	
   

  
	
  21.

  	
  GENERAL

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Exhibits

  	
   

  
	
   

  	
   

  	
   

  
	
  A

  	
  Plan showing
  Project and Building

  	
   

  
	
  B

  	
  Drawing showing
  approximate location of Premises

  	
   

  
	
  C

  	
  Landlord’s Work

  	
   

  
	
  D

  	
  Current Rules and Regulations

  	
   

  
	
  E

  	
  Collateral Assignment of Lease Form

  	
   

  
	
  F

  	
  Forms: First Amendment to Lease and
  Promissory Note

  	
   

  
	
  G

  	
  Schedule of
  Deliveries

  	
   

  
	
  H

  	
  Form of Subordination, Attornment
  and Non-Disturbance Agreement

  	
   

  
	
  I

  	
  Form of
  Estoppel Certificate

  	
   

  



 


i





















 


OFFICE LEASE


 


THIS LEASE is made on
this                
day of March, 2002 (the “Effective Date”),
by and between HULL POINT, LLC, a Maryland limited liability company (the “Landlord”), and KP SPORTS, INC., a Maryland
corporation, d/b/a Under Armour Performance Apparel (the “Tenant”).


 


IN CONSIDERATION of the
agreements and covenants hereinafter set forth, Landlord and Tenant mutually
agree as follows:


 


1.                                      DEFINITIONS.


 


1.1.                              As
used herein, the following terms shall have the following meanings:


 


“Base Operating Costs” means Operating Costs
incurred for the 2002 calendar year (the “Base
Year”).  If less than 95% of
the rentable square feet in the Project is occupied by tenants or Landlord is
not supplying services to 95% of the rentable square feet of the Project at any
time during any calendar year (including the Base Year), then Operating Costs
for such calendar year shall be an amount equal to the Operating Costs which
would normally be expected to be incurred using reasonable projections and
reasonable extrapolations from existing cost data had 95% of the Project’s
rentable square feet been occupied and had Landlord been supplying services to
95% of the Project’s rentable square feet throughout such calendar year.  Furthermore, if after the Base Year, the
Landlord provides additional services or incurs cost items in a category not
otherwise covered in Operating Costs as defined herein, the Base Operating
Costs shall be increased in a manner as reasonably determined by Landlord to
include such additional matter.


 


“Base Rent” has the meaning given it in subsection 4.1.


 


“Base Taxes” means Taxes incurred for the
state fiscal tax year beginning July 1, 2002 and ending June 30,
2003.


 


“Building” means collectively the five
buildings and the pad site used for office purposes and related accessory uses
in the development known as Tide Point, and located in Baltimore City,
Maryland.  The Building, which will
contain approximately 405,000 rentable square feet, is more particularly shown
on Exhibit A, subject to adjustment from time to time.  The names of individual buildings are
identified on Exhibit A.


 


“Building Service Equipment” means all
apparatus, machinery, devices, fixtures, appurtenances, equipment and personal
property now or hereafter located on the Premises and owned by the Landlord.


 


“Common Areas” means those areas and
facilities of the Project which may be designated by the Landlord from time to
time as common areas (portions of which may from time to time be relocated
and/or reconfigured by the Landlord in its sole discretion so long as
reasonable access to and from the Premises is maintained), which Common Areas
include footways, sidewalks, Parking Areas, lobbies, elevators, stairwells,
corridors, restrooms, water-


 





















 


related features, including water taxis, bulkheads and
docks, and certain exterior areas on the Project, subject, however, to the Rules and
Regulations.


 


“Default Rate” means an annual floating rate
of interest equal to [***] ([***]) percentage points in excess of the
prime rate of interest as announced from time to time by Bank of America, or
its successor.


 


“Insurance Premiums” means the aggregate of
any and all premiums paid by the Landlord for hazard, liability, loss-of-rent,
workmens’ compensation, boiler and machinery or similar insurance upon any or
all of the Project.


 


“Landlord” means the Person hereinabove
named as such and its successors and assigns.


 


“Lease Year” means (a) the period
commencing on the Rent Commencement Date and terminating at 11:59 p.m. on
the first anniversary of the last day of the month in which the Rent
Commencement Date occurs, and (b) each successive period of twelve (12)
calendar months thereafter during the Term.


 


“Operating Costs” means any and all costs
and expenses incurred by the Landlord for services performed by the Landlord or
by others on behalf of the Landlord with respect to the operation and
maintenance of the Premises, Building, the Project, and the Common Areas
located therein and serving or allocable to the Premises (including the Parking
Areas) in a manner deemed reasonable and appropriate by Landlord, including,
without limitation, all costs and expenses of:


 


(a)                                  operating,
maintaining, repairing, lighting, signing, cleaning, removing trash from,
painting, striping, controlling of traffic in, controlling of rodents in,
policing and securing the Common Areas;


 


(b)                                 purchasing
and maintaining in full force insurance for the Project as deemed necessary in
Landlord’s discretion;


 


(c)                                  operating,
maintaining, repairing and replacing machinery, furniture, accessories and
equipment used in the operation and maintenance of the Project, and the
personal property taxes and other charges incurred in connection with such
machinery, furniture, accessories and equipment;


 


(d)                                 maintaining
and repairing roofs, awnings, paving, curbs, walkways, drainage pipes, ducts,
conduits, grease traps and lighting fixtures throughout the Common Areas;


 


(e)                                  interior
and exterior planting, replanting and replacing flowers, shrubbery, trees,
grass and planters;


 


(f)                                    providing
electricity, heating, ventilation and air conditioning to the Common Areas and
HVAC service to the Building (it being understood that Tenant shall pay for all
costs of Tenant Electric (as defined below)), and operating, maintaining and
repairing any equipment used in connection therewith; it is


 


2





















 


further understood
that the maintenance of the HVAC in the Premises shall be an Operating Cost;
provided, however, that maintenance of specialized HVAC equipment installed in
the Premises, if any, shall not be an Operating Cost;


 


(g)                                 water
and sanitary sewer services and other services, if any, furnished to the
Premises, Common Areas and all rentable square feet of office space in the
Project for the non-exclusive use of tenants;


 


(h)                                 cleaning,
maintaining and repairing the Project;


 


(i)                                     accounting
and audit fees and expenses, including a five (5) percent property
management fee, payroll, payroll taxes, employee benefits and related expenses
of all personnel engaged in the operation, maintenance, and management of the
Project;


 


(j)                                     the
cost and expense of complying with all federal, state and local laws, orders,
regulations and ordinances applicable to the Project which are now in force, or
which may hereafter be in force;


 


(k)                                  the
cost (including legal, architectural and engineering fees incurred in
connection therewith) of any improvement made to the Project during any
Operating Year either (x) in order to comply with a legal requirement or
insurance requirement, whether or not such legal requirement or insurance
requirement is valid or mandatory, (y) with the reasonable expectation by
Landlord of reducing Operating Costs (as, for example, a labor-saving
improvement) or enhancing services, or (z) in lieu of a repair; provided,
however, (i) to the extent the cost of such improvement is required to be
capitalized under generally accepted accounting principles, such cost shall be
amortized over the useful economic life of such improvement as reasonably
estimated by Landlord, and the annual amortization shall be deemed an Operating
Cost in each of the Operating Years during which the cost of the improvement is
amortized; and (ii) in no event shall the amount included in Operating
Costs in connection with a capital improvement of the nature described in
clause (y) above exceed the annual amount by which Operating Costs were reduced
as a result of such capital;


 


(l)                                     providing
janitorial and trash removal services to the Project and Premises; and


 


(m)                               all
other costs of maintaining, repairing or replacing any or all of the Building
(including expenses of landscaping, snow, ice, water and debris removal,
outdoor lighting, road maintenance and exterior signage relating to the
Project).


 


Notwithstanding the
foregoing, the following items shall be excluded from Operating Costs:


 


(a)                                  franchise,
income taxes, or excess profit imposed upon Landlord;


 


3





















 


(b)                                 debt
service on Mortgages and any costs and expenses relating to a refinancing or
debt modification, including legal fees, title insurance premiums, survey
expenses, appraisal, environmental report, or engineering report;


 


(c)                                  leasing
commissions, brokerage fees or legal fees incurred in connection with the
negotiation and preparation of letters, deal memos, letters of intent, leases
and related documents with respect to the leasing, assignment or subletting of
space for any occupant of the Building;


 


(d)                                 the
cost of tenant installations incurred in connection with preparing space for a
new tenant or refurbishing or renovating space for an existing tenant;


 


(e)                                  salaries
and other compensations of personnel above the grade of building manager;


 


(f)                                    costs
of compliance with the Americans with Disabilities Act;


 


(g)                                 capital
costs, depreciation or amortization (except as provided in the list of
inclusions for Operating Costs under item (k) above);


 


(h)                                 all
costs applicable solely to any additional buildings constructed on the Project.


 


“Operating Year” means each respective
calendar year or part thereof during the Term, or, at the Landlord’s option,
any other 12-month period or part thereof designated by the Landlord during the
Term.


 


“Parking Areas” means those portions of the
Common Areas or other areas under Landlord’s control which from time to time are
designated by the Landlord for the parking of automobiles and other automotive
vehicles while engaged in business upon the Premises (other than while being
used to make deliveries to and from the Premises).


 


“Person” means a natural person, a trustee, a
corporation, a limited liability company, a partnership and/or any other form
of legal entity.


 


“Premises” means that certain space having a
rentable area of approximately 20,000 square feet (subject to measurement as
provided herein) and located on the third (3rd) floor in The Ivory Building,
1020 Hull Street, Baltimore, Maryland 21230, as more particularly depicted on Exhibit B
provided, that if at any time hereafter any portion of the Premises becomes no
longer subject to this Lease, “Premises” shall thereafter mean so much thereof
as remains subject to this Lease.


 


“Project” means that certain project located
in Baltimore City known as Tide Point containing approximately ten (10) acres,
more or less, together with the Building thereon.  The Project is more particularly shown on Exhibit A.


 


“Rent” means all Base Rent and all
Additional Rent.


 


4





















 


“Rules and Regulations” means the
reasonable rules and regulations having uniform applicability to all
tenants of the Project (subject to their respective leases) and governing their
use and enjoyment of the Project; provided that such rules and regulations
shall not materially interfere with the Tenant’s use and enjoyment of the
Premises in accordance with this Lease for the purposes listed in subsection 6.1.


 


“Tax Year” means the 12-month period
beginning July 1 of each year or such other 12-month period (deemed for
the purposes of this Lease to have 365 days) established as a real estate tax
year by the taxing authority having lawful jurisdiction over the Project.


 


“Taxes” means the aggregate of any and all
real property and other taxes, metropolitan district charges, front-foot
benefit assessments, special assessments and other taxes or public or private
assessments or charges levied against any or all of the tax parcel containing
the Premises.


 


“Tenant” means the Person hereinabove named
as such and its successors and permitted assigns hereunder.


 


“Tenant Electric” means electric current
supplied to or used in The Ivory Building during normal business hours,
including, but not limited to, lights, outlets, VAV boxes, air handling units,
any primary electric service charge and any specialized HVAC equipment serving
the Premises.


 


“Tenant’s Proportionate Share” means a
fraction, the numerator of which is the number of rentable square feet in the
Premises and the denominator of which is the number of square feet in the
Building, subject to adjustment from time to time as such areas may change.


 


“Tenant’s Share of Increased Operating Costs”
shall be the amount of (i) the Operating Costs for the Operating Year in
question less the Base Operating Costs multiplied by (ii) the Tenant’s
Proportionate Share.


 


“Tenant’s Share of Increased Taxes” shall be
the amount of (i) the Taxes for the Tax Year in question less the Base
Taxes multiplied by (ii) the Tenant’s Proportionate Share.


 


“Term” means the Original Term plus any
exercised renewals thereof.


 


2.                                      PREMISES;
MEASUREMENT.


 


2.1.                              Premises.  The Landlord hereby leases to the Tenant, and
the Tenant hereby leases from the Landlord, the Premises, together, with the
right to use, in common with others, the Common Areas.


 


2.2.                              Rentable
Area.  The Stable area of the
Premises shall be reasonably determined by the Landlord’s architect and shall
be equal to the usable square feet of the Premises, determined in accordance
with Baltimore Building Owners and Managers Association, International “Standard
Method for Measuring Floor Area in Office Buildings,” multiplied by a common
area factor to be calculated by Landlord’s architect and approved by
Tenant.  The Tenant shall have the right
to verify the usable square feet of the Premises at the Tenant’s sole
cost.  The area as so determined is
herein called the “Rentable Area.”  The
Rentable Area shall


 


5





















 


also include the data and telecommunication
termination point (patch panel room) on the third (3rd) floor of The Ivory
Building.  Once the Rentable Area of the
Premises has been verified and jointly agreed to, the parties shall enter into
a confirmation agreement setting forth (i) the area of the Premises, (ii) the
calculation of the Base Rent and (iii) the Tenants’ Proportionate Share.


 


2.3.                              Right
of First Offer.  Provided that both
on the date of Tenant’s exercise of its option in regard thereto, and on the
date upon which such space is to be occupied by Tenant hereunder, (i) this
Lease is in full force and effect and (ii) Tenant is not then in material
default hereunder, Tenant shall have the right of first offer (the “Right of First Offer”), upon the
conditions, and subject to the terms set forth in this section, to lease
additional office space on the third (3rd) floor of The Ivory Building (the “Expansion Space”):


 


(a)                                  Tenant
shall deliver written notice to the Landlord during the Original Term
indicating that Tenant requires the Expansion Space.  The notice shall include (i) the size
and location of the Expansion Space, (ii) the date on which the Tenant
intends to occupy the Expansion Spate, and (iii) the Base Rent to apply to
the Expansion Space which Landlord and Tenant agree shall be $[***] per
rentable square foot with [***]% annual escalations.  Landlord will include as part of the Base
Rent for the Expansion Space set forth above three (3) parking spaces per
1,000 square feet leased by Tenant. 
Tenant has the option to increase the ratio of parking spaces from three
(3) per 1,000 square feet leased by Tenant to five (5) spaces per
1,000 square feet leased by Tenant by giving Landlord fifteen (15) days written
notice.  Tenant agrees to pay $[***] per
month for each additional parking space. 
The charges for the additional parking spaces shall be deemed Additional
Rent in accordance with Section 4.4.2.


 


(b)                                 Within
ten (10) days of Landlord’s receipt of Tenant’s written notice, Landlord
shall deliver to Tenant written notice confirming receipt of Tenant’s notice
requiring the Expansion Space.


 


(c)                                  Landlord
and Tenant shall proceed in good faith to enter into an amendment to this
Lease, which amendment shall incorporate the Expansion Space into the Premises
and set forth (i) the Base Rent with respect to the Expansion Space as
provided above, (ii) Tenant’s Proportionate Share to reflect the inclusion
of the Expansion Space, (iii) the number of additional parking spaces
allocated for the Expansion Space as provided above, (iv) recalculation of
the common area factor charged on the entire space to reflect the entire floor’s
original common area factor, (v) the lease term on the Expansion Space
shall be coterminous with the term of the primary space, and (vi) any
other important terms relating to the lease of the Expansion Space.


 


2.4.                              Right
of First Refusal.


 


(a)                                  If,
at any time after the Effective Date, Landlord receives from a third party a
bona fide written offer to lease the Expansion Space which the Landlord desires
to accept,, the Landlord, before accepting the offer, shall send the Tenant
written notice of the proposed offer to lease the Expansion Space, which notice
shall embody the terms of the offer and a copy of the offer, together with a
written notification from the Landlord of Landlord’s intention to accept the
offer embodied in the notice if the offer is not accepted by the Tenant.  The Tenant shall have the right, within seven
(7) business days of the receipt of the written notice from Landlord (the “Refusal Period”), to accept the offer to
lease the Expansion Space on the terms and conditions


 


6





















 


set forth in the written notice.  In the event the Tenant elects to accept the
offer embodied in the written notice, the Tenant must do so by notifying
Landlord by written notice within the Refusal Period.


 


(b)                                 If
(i) the Tenant does not accept the offer embodied in the written notice
within the Refusal Period provided in paragraph (a) hereof or (ii) on
the date of Tenant’s acceptance of the offer to lease the Expansion Space or on
the date upon which such Expansion Space is to be occupied by Tenant, (x) this
Lease is not in full force and effect or (y) Tenant is in material default
under the Lease beyond all applicable cure periods, then the offer embodied in
the written notice shall be deemed withdrawn and the Landlord shall be free to
lease the Expansion Space to third parties free and clear of this Right of
First Refusal.


 


3.                                      TERM.


 


3.1.                              Original
Term; Rent Commencement Date.  This
Lease shall be for a term (the “Original Term”)
commencing on the Effective Date and ending at 11:59 p.m. on the third
(3rd) anniversary of the last day of the month in which the Rent Commencement
Date shall occur (which date is hereinafter referred to as the “Termination Date”).


 


Monthly payments of Base
Rent, Additional Rent and all other charges under this Lease shall commence on
the Rent Commencement Date which shall be the earliest to occur of:  (i) May 1, 2002; (ii) the date
upon which Tenant secures telecommunication service to the Premises; provided
that Tenant agrees to promptly order such services; or (iii) the date upon
which the Tenant actually moves into occupancy of the Premises and conducts
business therein.  Tenant shall have
access to the Premises after full lease execution for installation of
telecommunication and network wiring.  It
is Tenant’s goal to move into the Premises on or about April 15, 2002.


 


3.2.                              Confirmation
of Commencement and Termination. 
After (a) the Rent Commencement Date or (b) the expiration of
the Term or any earlier termination of this Lease by action of law or in any
other manner, the Landlord shall confirm in writing by instrument in recordable
form that, respectively, such rent commencement or such termination has
occurred, setting forth therein, respectively, the Rent Commencement Date and
the Termination Date.


 


3.3.                              Renewal.  Tenant shall have the option to renew the
Term of this Lease for two periods of one (1) year each (each, a “Renewal Term”).  Tenant shall exercise the option by providing
written notice to Landlord of its election to exercise such option no later
than six (6) months prior to the expiration of the Term; provided,
however, that Tenant’s option to renew shall be subject to the condition that
no default shall have occurred and be continuing after applicable notice and
cure periods have expired as of the date of Tenant’s exercise of such option or
as of the date of commencement of the Renewal Term; and provided further, that
if Tenant’s estate hereunder shall terminate prior to the commencement of the
Renewal Term, Tenant’s option to renew shall expire upon such termination.  Tenant shall have no other right to renew this
Lease after the Renewal Term.


 


Except as otherwise
expressly provided in this Lease, all terms, covenants, and conditions of this
Lease shall remain in full force and effect during the Renewal Term, except
that the Rent


 


7





















 


applicable to the Renewal Tern] shall be as set forth
in Section 4.1(b).  In no event
shall the Rent for the Renewal Term be less than the Rent in effect at the
expiration of the immediately preceding Term of the Lease.  If the Tenant fails to give notice exercising
the foregoing option by the date required herein, or if at the time Tenant
exercises such option or at commencement of the Renewal Term the Tenant is in
default of any term of this Lease, or if this Lease is assigned by Tenant or
the Premises is sublet in whole or part in violation of Section 14, then
Tenant’s rights and options to renew shall be automatically terminated and of
no further force or effect.


 


3.4.                              Surrender.  The Tenant at its expense at the expiration
of the Term or any earlier termination of this Lease, shall (a) promptly
surrender to the Landlord possession of the Premises (including any fixtures or
other improvements which, under Section 10, are owned by the Landlord) in
good order and repair (ordinary wear and tear excepted) and broom clean, (b) remove
therefrom all signs, goods, effects, machinery, fixtures and equipment used in
conducting the Tenant’s trade or business which are neither part of the
Building Service Equipment nor owned by the Landlord, and (c) repair any
damage caused by such removal.


 


3.5.                              Holding
Over.  If the Tenant continues to
occupy the Premises after the expiration of the Term or any earlier termination
of this Lease after obtaining the Landlord’s express, written consent thereto,
then:


 


(a)                                  such
occupancy (unless the parties hereto otherwise agree in writing) shall be
deemed to be under a month-to-month tenancy, which shall continue until either
party hereto notifies the other in writing, at least two months before the end
of any calendar month, that the notifying party elects to terminate such
tenancy at the end of such calendar month, in which event such tenancy shall so
terminate;


 


(b)                                 anything
in this section to the contrary notwithstanding, the Rent payable for each
such monthly period shall equal the sum of (a) one-twelfth (1/12) of that
amount which is equal to 150% of the Base Rent for the Lease Year during which
such expiration of the Term or termination of this Lease occurs, plus (b) the
Additional Rent payable under subsection 4.2; and


 


(c)                                  except
as provided herein, such month-to-month tenancy shall be on the same terms and
subject to the same conditions as those set forth in this Lease; provided,
however, that if the Landlord gives the Tenant, at least one month before the
end of any calendar month during such month-to-month tenancy, written notice
that such tents and conditions (including any thereof relating to the amount
and payment of Rent) shall, after such month, be modified in any manner
specified in such notice, then such tenancy shall, after such month, be upon
the said terms and subject to the said conditions, as so modified.


 


4.                                      RENT;
SECURITY DEPOSIT.


 


As Rent for the Premises,
the Tenant shall pay to the Landlord all of the following:


 


4.1.                              Base
Rent.


 


(a)                                  An
annual rent (the “Base Rent”) for
the Original Tenant shall be determined by multiplying the actual rentable
square footage as determined in accordance with Section 2.2


 


8





















 


hereof by the “Per Square Foot” as stated below
applicable to the particular Lease Year. 
The following chart illustrates Base Rent based on a rentable area of
20,000 square feet, but shall be adjusted based on the actual rentable square
footage of the Premises:


 


	
  Lease Year

  	
   

  	
  Per Square Foot

  	
   

  	
  Monthly

  	
   

  	
  Annual

  	
   

  
	
  1

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  2

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  3

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
													



 


(b)                                 The
Base Rent for the Renewal Term shall be determined by multiplying the actual
rentable square footage as determined in accordance with Section 2.2
hereof by the “Per Square Foot” as stated below applicable to the particular
Lease Year.  The following charts
illustrate Base Rent based on a rentable area of 20,000 square feet, but shall
be adjusted based on the actual rentable square footage of the Premises:


 


First Renewal Term


 


	
  Lease Year

  	
   

  	
  Per Square Foot

  	
   

  	
  Monthly

  	
   

  	
  Annual

  	
   

  
	
  1

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
											



 


Second Renewal
Term


 


	
  Lease Year

  	
   

  	
  Per Square Foot

  	
   

  	
  Monthly

  	
   

  	
  Annual

  	
   

  
	
  1

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
											



 


(c)                                  Landlord
has included as part of the Base Rent set forth above three (3) parking
spaces per 1,000 square feet leased by Tenant for a total of sixty (60) parking
spaces (the “Parking Spaces”).  Landlord agrees to reserve two (2) of
the Parking Spaces for Tenant in the parking area outside of The Ivory Building
lobby area and three (3) of the Parking Spaces for Tenant in the parking
area outside of The Tide Building (the “Tide
Parking Lot”).  Tenant has the
option to increase the ratio of Parking Spaces from three (3) spaces per
1,000 square feet leased by Tenant to five (5) spaces per 1,000 square
feet 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 $[***] 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.


 


4.2.                              Additional
Rent.  Additional rent (“Additional Rent”) shall include any and all
charges or other amounts which the Tenant is obligated to pay to the Landlord
under this Lease, other than the Base Rent.


 


4.3.                              Operating
Costs.


 


4.3.1.                     Computation.  Within one hundred twenty (120) days after
the end of each calendar year during the Term, the Landlord shall compute the
total of the Operating Costs incurred for the Building during such calendar
year, and the Landlord shall allocate them to each


 


9





















 


separate rentable space within the Building in
proportion to the respective operating costs percentages assigned to such
spaces; provided that anything in this subsection 4.3 to the contrary
notwithstanding, wherever the Tenant and/or any other tenant of space within
the Building has agreed in its lease or otherwise to provide any item of such
services partially or entirely at its own expense, or wherever in the Landlord’s
reasonable judgment any such significant item of expense is not incurred with
respect to or for the benefit of all of the net rentable space within the
Building, in allocating the Operating Costs pursuant to this subsection, the
Landlord shall make an appropriate adjustment, using generally accepted
accounting principles, as aforesaid, so as to avoid allocating to the Tenant or
to such other tenant (as the case may be) those Operating Costs covering such
services already being provided by the Tenant or by such other tenant at its
own expense, or to avoid allocating to all of the net rentable space within the
Project those Operating Costs incurred only with respect to a portion thereof,
as aforesaid.  The Tenant shall have the
right to review the books and records of the Landlord with respect to the calculation
of Operating Costs for the prior Lease Year at the Landlord’s office during
normal business hours, at the Tenant’s sole expense; provided (i) the
Tenant provides at least five (5) business days’ advance written notice to
the Landlord of its desire to inspect such books and records, and (ii) such
request is made within one hundred twenty (120) days after the Operating Costs
Statement is delivered by the Landlord to the Tenant.


 


4.3.2.                     Payment as
Additional Rent.  For each Operating
Year, the Tenant shall pay as Additional Rent to the Landlord, in the manner
provided herein, Tenant’s Share of Increased Operating Costs.  The Landlord shall send to the Tenant an
annual statement setting forth the Operating Costs for the applicable calendar
year.  Notwithstanding the actual costs,
Tenant’s Share of Increased Operating Costs shall not increase by more than [***]
percent ([***]%) per year.


 


4.3.3.                     Proration.  If only part of any calendar year falls
within the Term, the amount computed as Tenant’s Share of Increased Operating
Costs for such calendar year under this subsection shall be prorated in
proportion to the portion of such calendar year falling within the Term (but
the expiration of the Term before the end of a calendar year shall not impair
the Tenant’s obligation hereunder to pay such prorated portion of Tenant’s
Share of Increased Operating Costs for that portion of such calendar year
falling within the Term, which amount shall be paid on demand).


 


4.3.4.                     Landlord’s
Right to Estimate.  Anything in this
subsection to the contrary notwithstanding, the Landlord, at its
reasonable discretion, may (a) make from time to time during the Term a
reasonable estimate of the Additional Rent which may become due under this subsection for
any calendar year, (b) require the Tenant to pay to the Landlord for each
calendar month during such year one twelfth (1/12) of such Additional Rent, at
the time and in the manner that the Tenant is required hereunder to pay the
monthly installment of the Base Rent for such month, and (c) increase or
decrease from time to time during such calendar year the amount initially so
estimated for such calendar year, all by giving the Tenant written notice
thereof, accompanied by a schedule setting forth in reasonable detail the
expenses comprising the Operating Costs, as so estimated.  In such event, the Landlord shall cause the
actual amount of such Additional Rent to be computed and certified to the
Tenant within one hundred twenty (120) days after the end of such calendar
year.  Any overpayment or deficiency in
the Tenant’s payment of Tenant’s Share of Increased Operating’ Costs shall be
adjusted between the Landlord and the Tenant; the Tenant shall pay the Landlord
or the Landlord shall credit to the Tenant’s 


 


10





















 


account (or, if such adjustment is at the end of the
Term, the Landlord shall pay to the Tenant), as the case may be, within thirty
(30) days after such notice to the Tenant, such amount necessary to effect such
adjustment.  The Landlord’s failure to
provide such notice within the time prescribed above shall not relieve the
Tenant of any of its obligations hereunder.


 


4.4.                              When
Due and Payable.


 


4.4.1.                     Base Rent.  The Base Rent for any Lease Year shall be due
and payable in twelve (12) consecutive, equal monthly installments, in advance,
on the first (1st) day of each calendar month during such Lease Year.  In addition, if the Rent Commencement Date
falls on a day other than the first day of a calendar month, then the Base Rent
for the first month of the Term shall be prorated based on the number of days
remaining in that month and such amount shall be due and payable on the Rent
Commencement Date.


 


4.4.2.                     Additional
Rent.  Any Additional Rent accruing
to the Landlord under this Lease, except as is otherwise set forth herein,
shall be due and payable when the installment of Base Rent next falling due
after such Additional Rent accrues and becomes due and payable, unless the
Landlord makes written demand upon the Tenant for payment thereof at any
earlier time, in which event such Additional Rent shall be due and payable at
such time.


 


4.4.3.                     No
Set-Off; Late Payment.  Each such
payment shall be made promptly when due, without any deduction or setoff
whatsoever, and without demand, failing which the Tenant shall pay to the Landlord
as Additional Rent, after the fifth (5th) day after such payment remains due
but unpaid, a late charge equal to five percent (5%) of such payment which
remains due but unpaid.  In addition, any
payment that is not paid by the tenth (10th) day after such payment is due
shall bear interest at the Default Rate. 
Any payment made by the Tenant to the Landlord on account of Rent may be
credited by the Landlord to the payment of any Rent then past due before being
credited to Rent currently falling due. 
Any such payment which is less than the amount of Rent then due shall
constitute a payment made on account thereof, the parties hereto hereby
agreeing that the Landlord’s acceptance of such payment (whether or not with or
accompanied by an endorsement or statement that such lesser amount or the
Landlord’s acceptance thereof constitutes payment in full of the amount of Rent
then due) shall not alter or impair the Landlord’s rights hereunder to be paid
all of such amount then due, or in any other respect.


 


4.5.                              Where
Payable.  The Tenant shall pay the
Rent, in lawful currency of the United States of America, to the Landlord by
delivering or mailing it to the Landlord’s address which is set forth in section 20,
or to such other address or in such other manner as the Landlord from time to
time specifies by written notice to the Tenant.


 


4.6.                              Tax
on Lease.  If federal, state or local
law now or hereafter imposes any tax, assessment, levy or other charge directly
or indirectly upon (a) the Landlord with respect to this Lease or the
value thereof, (b) the Tenant’s use or occupancy of the Premises, (c) the
Base Rent, Additional Rent or any other sum payable under this Lease, or (d) this
transaction, then the Tenant shall pay the amount thereof as Additional Rent to
the Landlord upon demand, unless the Tenant is prohibited by law from doing so,
in which event the Landlord, at its election may terminate this Lease by giving
written notice thereof to the Tenant.


 


11





















 


4.7.                              Cash
Security Deposit or Letter of Credit. 
On the Effective Date, Tenant shall deliver to Landlord a cash security
deposit in the amount of two months of Base Rent or an unconditional
irrevocable letter of credit issued by a commercial bank reasonably acceptable
to Landlord payable to Landlord or Landlord’s assigns as “beneficiary” in the
amount of two months of Base Rent for the first (1st) year of the
Original Term (the “Letter of Credit”)
as security for the performance of the Tenant’s covenants and obligations under
this Lease for the Term.  Provided there
is no Event of Default, the cash security deposit or the Letter of Credit, as
the case may be, shall reduce by one-third (1/3) at the end of each Lease Year.  At the end of the Original Term, the
remaining cash security deposit shall be returned to Tenant or the Letter of
Credit shall expire, as the case may be.


 


If Tenant fails to pay
Base Rent or other charges due hereunder, or otherwise defaults with respect to
any provision of this Lease, Landlord shall have the right to draw against the
Letter of Credit and hold the funds for the payment of any Base Rent or other
charge due hereunder, to pay any other sum to which Landlord may become
obligated by reason of Tenant’s default, or to compensate Landlord for any loss
or damage which Landlord may suffer thereby. 
If Landlord so uses or applies all or any portion of said Letter of
Credit, Tenant shall within ten (10) days after written demand therefor
restore the amount of the Letter of Credit drawn so that the Letter of Credit
is restored to the amount existing prior to any drawing.


 


On termination of this
Lease, the Landlord shall return the Letter of Credit to Tenant.  The Letter of Credit shall be assignable to
any Mortgagee or purchaser of the Project.


 


5.                                      TAXES.


 


5.1.                              Payment.  For each Tax Year, the Tenant shall pay to
the Landlord, in the manner provided herein, Tenant’s Share of Increased Taxes.


 


5.2.                              Proration.  If only part of any Tax Year falls within the
Term, the amount computed as Tenant’s Share of Increased Taxes for such Tax
Year under this subsection shall be prorated in proportion to the portion
of such Tax Year falling within the Term (but the expiration of the Term before
the end of a Tax Year shall not impair the Tenant’s obligations hereunder to
pay such prorated portion of Tenant’s Share of Increased Taxes for that portion
of such Tax Year falling within the Term, which amount shall be paid on
demand).


 


5.3.                              Method
of Payment.  Tenant’s Share of
increased Taxes shall be paid by the Tenant, at the Landlord’s election (i) in
advance, in equal monthly installments in such amounts as are estimated and
billed for each Tax Year by the Landlord at the commencement of the Term and at
the beginning of each successive Tax Year during the Term, each such
installment being due on the first day of each calendar month or (ii) in a
lump sum, following the Landlord’s receipt of the tax bill for the Tax Year in
question, and calculation of Tenant’s Share of Increased Taxes with respect
thereto.  If the Landlord has elected
that the Tenant pay Tenant’s Share of Increased Taxes in installments, in
advance, then, at any time during a Tax Year, the Landlord may re-estimate
Tenant’s Share of Increased Taxes and thereafter adjust the Tenant’s monthly
installments payable during the Tax Year to reflect more accurately Tenant’s
Share of Increased Taxes.  Landlord shall
provide Tenant with reasonable explanation of the Landlord’s calculation of
Tenant’s Share of Increased Taxes including assumptions for the increase.  Within ninety (90)


 


12





















 


days after the Landlord’s receipt of tax bills for
each Tax Year, the Landlord will notify the Tenant of the amount of Taxes for
the Tax Year in question and the amount of Tenant’s Share of Increased Taxes
thereof.  Any overpayment or deficiency
in the Tenant’s payment of Tenant’s Share of Increased Taxes for each Tax Year
shall be adjusted between the Landlord and the Tenant; the Tenant shall pay the
Landlord or the Landlord shall credit to the Tenant’s account (or, if such
adjustment is at the end of the Term, the Landlord shall pay the Tenant), as
the case may be, within thirty (30) days after such notice to the Tenant, such
amount necessary to effect such adjustment. 
The Landlord’s failure to provide such notice within the time prescribed
above shall not relieve the Tenant of any of its obligations hereunder.


 


5.4.                              Taxes
on Rent.  In addition to Tenant’s
Share of Increased Taxes, the Tenant shall pay to the appropriate agency any
sales, excise and other tax (not including, however, the Landlord’s income
taxes) levied, imposed or assessed by the State of Maryland or any political
subdivision thereof or other taxing authority upon any Rent payable
hereunder.  The Tenant shall also pay,
prior to the time the same shall become delinquent of payable with penalty, all
taxes imposed on its inventory, furniture, trade fixtures, apparatus,
equipment, leasehold improvements installed by the Tenant or by the Landlord on
behalf of the Tenant and any other property of the Tenant.


 


5.5.                              Tax
Credits.  Landlord hereby discloses
to Tenant that the Property is expected to benefit from certain real property
tax credits for historic restorations and rehabilitations pursuant to Tax
Property Article 9-103 of the Annotated Code of Maryland.  Such credits will inure to Tenant’s benefit
by virtue of lower Taxes.  Such credits
will phase out over a period of ten years resulting in an increase of Taxes
over that period of time.  Within ten (10) business
days of full execution of the Lease, Landlord shall provide Tenant with a tax
credit phase out schedule so that Tenant may reasonably project the
increases in taxes which may be passed through to Tenant.


 


6.                                      USE
OF PREMISES.


 


6.1.                              Nature
of Use.  The Tenant shall use the
Premises only for general office purposes.


 


6.2.                              Compliance
with Law and Covenants.  The Tenant,
throughout the Term and at its sole expense, in its use and possession of the
Premises, shall:


 


(a)                                  comply
promptly and fully with (i) all laws, ordinances, notices, orders, rules,
regulations and requirements of all federal, state and municipal governments
and all departments, commissions, boards and officers thereof;


 


(b)                                 pay
when due all personal property taxes, income taxes, license fees and other
taxes assessed, levied or imposed upon the Tenant or any other person in
connection with the operation of its business upon the Premises or its use
thereof in any other manner; and


 


(c)                                  not
obstruct, annoy or interfere with the rights of other tenants.


 


13





















 


6.3.                              Mechanics’
Liens.  Without limiting the
generality of the foregoing provisions of this section, the Tenant shall not
create or permit to be created, and if created shall discharge or have
released, any mechanics’ or materialmens’ lien arising while this Lease is in
effect and affecting any or all of the Premises, the Building and/or the
Project, and the Tenant shall not permit any other matter or thing whereby the
Landlord’s estate, right and interest in any or all of the Premises, the
Building and/or the Project might be impaired. 
The Tenant shall defend, indemnify and hold harmless the Landlord
against and from any and all liability, claim of liability or expense (including
but not limited to that of reasonable attorneys’ fees) incurred by the Landlord
on account of any such lien or claim.


 


6.4.                              Signs.  The Tenant shall have no right, to erect
signs upon the Premises or the remainder of the Building or the Project without
the prior written consent of Landlord. 
Any exterior signage must be approved by the local Baltimore City
government and the National Park Service. 
The Landlord shall provide, at the Landlord’s sole expense for the first
time only, customary identification of the Tenant’s business on the lobby
directory of the Building.  All other
signs, including any sign on the main entry of the Premises, shall be paid for
by Tenant.  Landlord shall work with
Tenant in good faith to secure for Tenant exterior signage on the Building
which, at Tenant’s option, shall face the Tide Building or Baltimore’s Inner
Harbor.  Tenant shall pay all costs,
including Landlord’s costs, associated with the request for approval from local
Baltimore City government and the National Park Service and all costs
associated with the installation of signage. 
If signage is approved by the local Baltimore City government and the
National Park Service, Landlord will approve such signage.  Tenant shall also pay all costs of
deinstallation of such sign after Tenant’s tenancy of the Building and for any
repairs to the Building after deinstallation.


 


6.5.                              License.


 


6.5.1.                     Grant of
License.  The Landlord hereby grants
to the Tenant a non-exclusive license to use (and to permit its officers,
directors, agents, employees and invitees to use), in the course of conducting
business at the Premises, the Common Areas.


 


6.5.2.                     Non-Exclusive
License.  Such license shall be
exercised in common with the exercise thereof by the Landlord, the other
tenants or occupants of the Project, and their respective officers, directors,
agents, employees and invitees


 


6.5.3.                     Parking
Areas; Changes.


 


(a)                                  The
Landlord reserves the right to change the entrances, exits, traffic lanes,
boundaries and locations of the Parking Areas. 
The Landlord reserves the right to designate for the specific account of
the Tenant, and/or of other tenants of the Project, specific parking areas or
spaces constructed around, within or under the Project.  All Parking Areas and facilities which may be
furnished by the Landlord in or near the Project, including any employee
parking areas, truckways, loading docks, pedestrian sidewalks and ramps,
landscaped areas and other areas and improvements which may be provided by the
Landlord for the Tenant’s exclusive use or for general use, in common with
other tenants, their officers, agents, employees and visitors, shall at all
times be subject to the Landlord’s exclusive control and management, and the
Landlord shall have the right from time to time to establish; modify and
enforce reasonable rules and


 


14





















 


regulations with respect thereto.  The Landlord shall have the right to (a) police
the Common Areas, (b) establish and from time to time to change the level
of parking surfaces, (c) close all or any portion of the Common Areas to
such extent as, in the opinion of the Landlord’s counsel, may be legally
sufficient to prevent a dedication thereof or the accrual of any rights to any
person or to the public therein, (d) close temporarily all or any portion
of the Parking Areas, (e) discourage non-tenant parking, and (f) do
and perform such other acts in and to the Common Areas as, in the use of good
business judgment, the Landlord determines to be advisable, with a view to the
improvement of the convenience and use thereof by tenants, their officers,
agents, employees and visitors.  The
Tenant shall cause its officers, agents and employees to park their automobiles
only in such areas as the Landlord from time to time may designate by written
notice to the Tenant as employee parking areas, and the Tenant shall not use or
permit the use of any of the Common Areas in any manner which will obstruct the
driveways or throughways serving the Parking Areas or any other portion of the
Common Areas allocated for the use of others.


 


(b)                                 The
Tenant has the nonexclusive right to use sixty (60) on-site parking spaces
(which includes 5 reserved spaces) during the Term of this Lease as provided in
Section 4.1(c) and has the option to increase the number of spaces as
provided for in that Section.  At
Landlord’s request, Tenant shall provide license plate numbers for its
employees and otherwise cooperate with Landlord’s management of the Parking
Areas, which may include attended parking service.  Such parking expenses shall be part of
Operating Costs.


 


6.5.4.                     Alterations.  The Landlord reserves the right at any time
and from time to time (i) to change or alter the location, layout, nature
or arrangement of the Common Areas or any portion thereof, including but not
limited to the arrangement and/or location of entrances, passageways, doors,
corridors, stairs, lavatories, elevators, parking areas, and other public areas
of the Building, and (ii) to construct additional improvements on the
Project and make alterations thereof or additions thereto and build additional
stories on or in any such buildings adjoining the same; provided, however, that
no such change or alteration shall deprive the Tenant of access to the
Premises.  The alterations made in
accordance with this Section shall not be included in Operating Costs.


 


6.5.5.                     Use of
Common Areas.


 


(a)                                  The
Landlord shall at all times have full and exclusive control, management and
direction of the Common Areas


 


(b)                                 The
Tenant shall maintain in a neat and clean condition that area designated by the
Landlord as the refuse collection area, and shall not place or maintain
anywhere within the Project, other than within the area which may be designated
by Landlord from time to time as such refuse collection area, any trash,
garbage or other items, except as may otherwise be expressly permitted by this
Lease.


 


6.6.                              Liability
of Landlord.  The Landlord and its
agents and employees shall not be liable to the Tenant or any other person
whatsoever (a) for any injury to person or damage to Project caused by any
defect in or failure of equipment, pipes, wiring or broken glass, or the
backing up of any drains, or by gas, water, steam, electricity or oil leaking,
escaping or flowing


 


15





















 


into the Premises, or (b) for any loss or damage
that may be occasioned by or through the acts or omissions of any other tenant
of the Project or of any other person whatsoever, in each case other than due
to the gross negligence or willful misconduct of the Landlord or its employees
or agents or contractors.


 


6.7.                              Floor
Load.  The Tenant shall not place a
load upon any floor of the Premises exceeding the floor load per square foot
area which such floor was designed to carry which is 100 lbs. per square
foot.  The Landlord reserves the right to
prescribe the weight and position of all safes and other heavy equipment, and
to prescribe the reinforcing necessary, if any, which in the opinion of the
Landlord may be required under the circumstances, such reinforcing to be at the
Tenant’s sole expense.  Business machines
and mechanical equipment shall be placed and maintained by the Tenant in
settings sufficient in the Landlord’s judgment to absorb and prevent vibration
and noise, and the Tenant shall, at its sole expense, take such steps as the
Landlord may direct to remedy any such condition.


 


6.8.                              Hazardous
Materials.  The Tenant warrants and
agrees that the Tenant shall not cause or permit any Hazardous Material to be
brought upon, kept or used in or about the Premises by the Tenant, its agents,
employees, contractors or invitees.  If
the Tenant breaches the obligations stated in the preceding sentence, then the
Tenant shall indemnify, defend and hold the Landlord harmless from and against
any and all claims, judgments, damages, penalties, fines, costs, liabilities or
losses (including, without limitation, diminution in value of the Premises, the
Building and the Project generally, damages for the loss or restriction on use
of rentable or usable space or of any amenity of the Building or the Project
generally, damages from any adverse impact on marketing of space in the
Building, and sums paid in settlement of claims, reasonable attorneys’ fees,
reasonable consultant fees and reasonable expert fees) which arise during or
after the Term as a result of such contamination.


 


7.                                      INSURANCE
AND INDEMNIFICATION.


 


7.1.                              Insurance.  At all times from and after the earlier of (i) the
entry by the Tenant into the Premises, or (ii) the Rent Commencement Date,
the Tenant shall take out and keep in full force and effect, at its expense:


 


(a)                                  commercial
general liability insurance with a combined single limit of not less than One
Million Dollars ($1,000,000) per occurrence and Two Million Dollars
($2,000,000) in the aggregate, which limit may be reasonably increased by
Landlord to reflect changing legal liability standards;


 


(b)                                 special
form property insurance written at full replacement cost value and with
replacement cost endorsement in an amount not less than Two Million Dollars
($2,000,000.00) covering all of Tenant’s property, except for improvements
which are part of the Landlord’s Work;


 


(c)                                  worker’s
compensation or similar insurance in form and amounts required by law; and


 


16





















 


(d)                                 such
other insurance in such types and amounts as Landlord may reasonably require,
provided that such other insurance is in accordance with standards generally
accepted for comparable buildings in the downtown Baltimore area.


 


7.2.                              Tenant’s
Contractor’s Insurance.  The Tenant
shall require any contractor of the Tenant performing work in, on or about the
Premises to take out and keep in full force and effect, at no expense to the
Landlord, such insurance as Landlord may reasonably require.


 


7.3.                              Policy
Requirements.


 


7.3.1.                     The company
or companies writing any insurance which the Tenant is required to take out and
maintain or cause to be taken out or maintained pursuant to subsections 7.1
and/or 7.2, as well as the form of such insurance, at all times be subject to
the Landlord’s approval, and any such company or companies shall be licensed to
do business in the State of Maryland and have a rating of at least A or better
and a financial size rating of XII or larger from Best’s Key Rating Guide and
Supplemental Service (or comparable rating from a comparable insurance rating
service).  Public liability and all-risk
casualty insurance policies evidencing such insurance shall name the Landlord
and/or its designees (including, without limitation, any Mortgagee) as
additional insureds, shall be primary and noncontributory, and shall also
contain a provision by which the insurer agrees that such policy shall not be
cancelled, materially changed, terminated or not renewed except after thirty
(30) days’ advance written notice to the Landlord and/or such designees.


 


7.4.                              Indemnities
by Tenant and Landlord.


 


7.4.1.                     Notwithstanding
any policy or policies of insurance required of the Tenant, the Tenant, for
itself and its successors and assigns, to the extent permitted by law, shall
defend, indemnify and hold harmless the Landlord, the Landlord’s agents and any
Mortgagee against and from any and all liability or claims of liability by any
person asserted against or incurred by the Landlord and/or such agent or
Mortgagee in connection with (i) the use, occupancy, conduct, operation or
management of the Premises by the Tenant any of its agents, contractors,
servants, employees, licensees, concessionaires, suppliers, materialmen or
invitees during the Term; (ii) any work or thing whatsoever done or not
done on the Premises during the Term performed by Tenant, its employees, agents
or contractors; (iii) any breach or default in performing any of the
obligations under the provisions of this Lease and/or applicable law by the
Tenant or any of its agents, contractors, servants, employees, licensees,
suppliers, materialmen or invitees during the Term; (iv) any negligent,
intentionally tortuous or other act or omission by the Tenant or any of its
agents, contractors, servants, employees, licensees, concessionaires,
suppliers, materialmen or invitees during the Term; or (v) any injury to
or death of any person or any damage to any property occurring upon the
Premises (whether or not such event results from a condition existing before
the execution of this Lease or resulting in the termination of this Lease), and
from and against all costs, expenses and liabilities incurred in connection
with any claim, action, demand, suit at law, in equity or before any
administrative tribunal, arising in whole or in part by reason of any of the
foregoing (including, by way of example rather than of limitation, the fees of
attorneys, investigators and experts), all regardless of whether such claim,
action or proceeding is asserted before or after the expiration of the Term or
any earlier termination of this Lease.


 


17





















 


7.4.2.                     If any such
claim, action or proceeding is brought against the Landlord and/or any agent or
Mortgagee, the Tenant, if requested by the Landlord or such agent or Mortgagee,
and at the Tenant’s expense, promptly shall resist or defend such claim, action
or proceeding or cause it to be resisted or defended by an insurer.  The Landlord, at its option, shall be
entitled to participate in the selection of counsel, settlement and all other
matters pertaining to such claim, action or proceeding, all of which shall be
subject, in any case, to the prior written approval of the Landlord.


 


7.4.3.                     Subject to
the provisions of subsection 7.8, the Landlord hereby agrees for itself
and its successors and assigns to indemnify and save the Tenant harmless from
and against any liability or claims of liability arising solely out of the
gross negligence or intentional acts and omissions of the Landlord, its agents
or employees or contractors.


 


7.5.                              Landlord
Not Responsible for Acts of Others. 
The Landlord shall not be responsible or liable to the Tenant, or to
those claiming by, through or under the Tenant, for any loss or damage which
may be occasioned by or through the acts or omissions of persons occupying or
using space adjoining the Premises or any part of the premises adjacent to or
connecting with the Premises or any other part of the Building or the Project,
or for any loss or damage resulting to the Tenant (or those claiming by,
through or under the Tenant) or its or their property, from (a), the breaking,
bursting, stoppage or leaking of electrical cable and/or wires, or water,
gas, sewer or steam pipes, (b) falling plaster, or (c) dampness,
water, rain or snow in any part of the Building except in the case where Tenant
has duly notified the Landlord of such problem and Landlord has the obligation
under this Lease to correct such problem and has failed to take remedial action
in a timely manner.  To the maximum
extent permitted by law, the Tenant agrees to use and occupy the Premises, and
to use such other portions of the Project as the Tenant is herein given the
right to use, at the Tenant’s own risk.


 


The Landlord is not
obligated to protect from the criminal acts of third parties the Tenant, Tenant’s
agents, customers, invitees or employees, the Premises or the property of
Tenant or any property of any of Tenant’s agents, customers, invitees or
employees.  Tenant hereby acknowledges
that Tenant has the sole responsibility for the protection of the Premises, the
Tenant’s property and the Tenant’s customers, agents, invitees and
employees.  Tenant acknowledges that, if
Landlord shall provide security guards for the Common Areas, Landlord does not
represent, guarantee, or assume responsibility that Tenant will be secure from
any claims or causes of action relating to such security guards.


 


7.6.                              Landlord’s
Insurance.  During the Term, the
Landlord shall maintain, in commercially reasonable amounts, (a) insurance
on the Project against loss or damage by fire and all of the hazards included
in the extended coverage endorsement at full replacement cost value, (b) comprehensive
liability and property damage insurance with respect to the Common Areas,
against claims for personal injury or death, or property damage suffered by
others occurring in, on or about the Project, and (c) any other insurance,
in such form and in such amounts as are deemed reasonable by the Landlord,
including, without limitation, rent continuation and business interruption
insurance, theft insurance and workers’ compensation, flood and earthquake, and
boiler and machinery insurance.  The
costs and expenses of any and all insurance carried by the Landlord pursuant to
the provisions of this subsection 7.6 shall be deemed a part of Operating
Costs.


 


18





















 


7.7.                              Increase
in Insurance Premiums.  The Tenant
shall not do or suffer to be done, or keep or suffer to be kept, anything in,
upon or about the Premises, the Building or the Project which will contravene
the Landlord’s policies of hazard or liability insurance or which will prevent
the Landlord from procuring such policies from companies acceptable to the
Landlord.  If anything done, omitted to
be done, or suffered by the Tenant to be kept in, upon or about the Premises,
the Building or the Project shall cause the rate of fire or other insurance on
the Premises, the Building or the Project to be increased beyond the minimum
rate from time to time applicable to the Premises or to any such other property
for the use or uses made thereof, the Tenant shall pay to the Landlord, as
Additional Rent, the amount of any such increase upon the Landlord’s demand
therefor.


 


7.8.                              Waiver
of Right of Recovery.  To the extent
that any loss or damage to the Premises, the Building, the Project, any
building, structure or other tangible property, or resulting loss of income, or
losses under workers’ compensation laws and benefits, are covered by insurance,
neither party shall be liable to the other party or to any insurance company
insuring the other party (by way of subrogation or otherwise), even though such
loss or damage might have been occasioned by the negligence of such party, its
agents or employees.


 


8.                                      SERVICES
AND UTILITIES.


 


(a)                                  Landlord
shall provide the following services and utilities during normal business hours
on all days except Saturdays, Sundays, and federal and state holidays, or
unless otherwise stated below.  Cost of
such services shall be included as an Operating Cost.


 


(i)            when
necessary during normal business hours, central heating and air conditioning in
the Premises and the Common Areas at temperature levels customary for
comparable office buildings in the immediate vicinity (Landlord and Tenant
agree that Tenant shall have the right to operate the HVAC system serving the
Premises on an after-hours basis and shall pay for such expense in accordance
with Section 8(b));


 


(ii)           janitorial
services five business days per week; and


 


(iii)          three
passenger elevators, to be used in common with other tenants, except for the
occasion of a temporary repair or replacement of the elevators.


 


“Normal business hours”
for purposes of clause (a) above shall be deemed to mean the periods from
8:00 a.m. until 6:00 p.m. on business days (Monday through Friday)
and from 8:00 a.m. until 1:00 p.m. on Saturdays. Tenant shall
nonetheless have access to the Premises and elevators seven (7) days a
week, twenty-four (24) hours a day, subject to and in accordance with any
security procedures that Landlord may have in place.


 


(b)                                 Tenant
shall pay Tenant’s pro rata share of Tenant Electric.  In addition, Tenant shall pay for all costs
of after-hours HVAC service used by Tenant at an hourly rate mutually agreed
upon by Landlord and Tenant.  Electric
current supplied to or used in the Premises shall be set at the rate prevailing
for Tenant’s class of use as established by the company or companies chosen by
Landlord or its designee to provide electricity to the Premises.  Upon reasonable prior


 


19





















 


notice, Landlord or its designated electric service
provider may have access to the Premises to install equipment necessary to
deliver electric service to the Premises or the Building provided that Landlord
or the utility company shall restore the Premises to its condition prior to the
commencement of such work.  Landlord
reserves the right to switch electricity providers, if legally permissible, at
any time.  Landlord shall not be liable
to Tenant for damages arising as a result of service interruptions caused by
any electric service provider.  Electric
current supplied to or used in the Premise shall be measured by a submeter.


 


(c)                                  Any
failure by the Landlord to furnish any of the foregoing services or utilities,
resulting from circumstances beyond the Landlord’s reasonable control or from
interruption of such services due to repairs or maintenance, shall not render
the Landlord liable in any respect for damages to either person or property,
nor be construed as an eviction of the Tenant, nor cause an abatement of rent
hereunder, nor relieve the Tenant from any of its obligations hereunder, unless
caused by Landlord or its agents, employees and/or contractors.  If any public utility or governmental body
shall require the Landlord or the Tenant to restrict the consumption of any
utility or reduce any service for the Premises or the Building, the Landlord
and the Tenant shall comply with such requirements, whether or not the services
and utilities referred to in this section 8 are thereby reduced or
otherwise affected, without any liability on the part of the Landlord to the
Tenant or any other person or any reduction or adjustment in rent payable
hereunder.  The Landlord and its agents shall
be permitted reasonable access to the Premises for the purpose of installing
and servicing systems within the Premises deemed necessary by the Landlord to
provide the services and utilities referred to in this Section 8 to the
Tenant and other tenants in the Building.


 


(d)                                 Tenant
shall not at any time overburden or exceed the capacity of the mains, feeders,
ducts, conduits, or other facilities by which such utilities are supplied to,
distributed in or serve the Premises beyond normal office uses.  If Tenant desires to install any equipment
which shall require additional utility facilities or utility facilities of a
greater capacity than the facilities existing, such installation shall be
subject to Landlord’s prior written approval of Tenant’s plans and
specifications therefor.  If such installation
is approved by Landlord and if Landlord provides such additional facilities to
accommodate Tenant’s installation, Tenant agrees to pay Landlord, on demand,
the cost for providing such additional utility facilities or utility facilities
of greater capacity.  Landlord shall not
be responsible for providing any meters or other devices for the measurement of
utilities supplied to the Premises.  In
addition, if Tenant requires lighting other than the standard lighting provided
by Landlord for the Building, Tenant shall be required to pay Landlord on
demand for the additional costs of such lighting, including light bulb
replacement.


 


(e)                                  Landlord
shall cause to be operated a trash removal service for the Project, the costs
and expenses of which shall be a part of Operating Costs.  In the event that Tenant’s use of the
Premises requires trash removal services in excess of that required for
standard office tenants, Tenant shall pay to Landlord, as additional rent all
costs and expenses in excess of the trash removal costs which are attributable
to such excess usage.


 


(f)                                    In
the event Tenant wishes, at any time, to utilize the services of a
telecommunications provider who is not then authorized by the Landlord to
provide telecommunications services to tenants in the Building, such provider
shall be permitted to install


 


20





















 


its lines or other equipment within the Building after
it secures the prior written approval of the Landlord.  Landlord hereby authorizes Verizon, Worldcom,
and Telephonet to provide telecommunication services to the Building.  Tenant shall use its best efforts to get such
vendors to execute license and access agreements reasonably acceptable to
Landlord provided that such agreements do not materially alter the
telecommunication service to Tenant or increase the costs to Tenant of such
telecommunication services.  Landlord’s
approval shall not be deemed any kind of warranty or representation by
Landlord, including, without limitation, any warranty or representation as to
the suitability, competence, or financial strength of the provider.  Without limitation of the foregoing standard,
unless all of the following conditions are satisfied to Landlord’s
satisfaction, it shall be reasonable for Landlord to refuse to give its
approval:  (i) Landlord shall incur
no expense whatsoever with respect to any aspect of the provider’s provision of
its services, including, without limitation, the costs of installation,
materials and services; (ii) the provider shall agree to use the Building’s
central communications distribution system (“CDS”) to deliver
telecommunications services to Tenant (unless the CDS is not physically capable
of delivering such services); (iii) prior to commencement of any work in
or about the Building by the provider, the provider shall supply Landlord with
such written indemnities, insurance, financial statements, and such other items
as Landlord reasonably determines to be necessary to protect its financial
interests and the interests of the Building relating to the proposed activities
of the provider; (iv) the provider agrees in writing to abide by such rules and
regulations, Building and other codes, job site rules and such other
requirements as are reasonably determined by Landlord to be necessary to
protect the interests of the Building, the tenants in the Building, and
Landlord, in the same or similar manner as Landlord has the right to protect
itself and the Building with respect to proposed alterations as described in
this Lease; (v) Landlord reasonably determines that there is sufficient
space in the Building for the placement of all of the provider’s equipment and
materials; (vi) Landlord receives from the provider such compensation as
is reasonably determined by Landlord to compensate it for the fair market value
of a provider’s occupancy of the Building, and the costs which may reasonably
be expected to be incurred by Landlord in conjunction with the provider’s
occupancy of and activities within the Building; and (vii) all of the
foregoing matters are documented in a written agreement between Landlord and
the provider, the form and content of which is reasonably satisfactory to
Landlord.


 


Except as otherwise
authorized in writing by Landlord, all communications services provided to
Tenant shall be delivered via the Building’s CDS.  Landlord may charge Tenant’s service
providers fees for use of the CDS (“CDS Fees”), which includes monthly
recurring fees (“Recurring CDS Fees”) for use of each circuit of the CDS used
in the delivery of communications services to Tenant, and non-recurring fees (“Non-Recurring
CDS Fees”) relating to activities such as moves, adds and changes of circuits
which Landlord or Landlord’s agents are making. 
In the event that a service provider refuses for any reason to pay the
CDS Fees directly to Landlord, or if Tenant is directly using the CDS to
connect to a provider or otherwise, Tenant shall be responsible to pay Landlord
Non-Recurring CDS Fees, but in no event shall Tenant be responsible to pay to
Landlord Recurring CDS Fees,


 


Landlord shall repair or
replace the CDS as necessary to eliminate any interruption or other adverse
effects to Tenant caused by malfunction, damage or destruction of the CDS, the


 


21





















 


cost of which shall be borne by Tenant if the problem
was caused directly or indirectly by the act or omission of Tenant, its agents,
representatives, employees or invitees.


 


In no event shall
Landlord or its agents be liable for any direct or indirect claims or damages
of any kind arising out of any interruption or failure of communications or
related services (including without limitation, local or long distance phone
service, internet, cable TV, CDS, and data services) received by Tenant, it
being understood that Tenant shall look solely to its communications services
providers for recovery of any such claims or damages.  To the extent that Landlord or its agents
provides any communications services directly to Tenant, Tenant’s sole remedy
in the event that such services provided by Landlord or its agents are
interrupted or otherwise fail shall be an equitable abatement of the fees paid
by Tenant to Landlord or its agents for such services, pro-rated from the date
of the interruption or failure of service until the date upon which service is
restored.


 


Landlord shall have the
right to designate a third party as its agent to manage and/or own the
telecommunications infrastructure in the Building, whose responsibilities
include without limitation management of circuit activity on the CDS (“Manager”).  Manager or Landlord may provide to Tenant
operating procedures for the CDS, including the phone number(s) for the, person
or persons responsible for the operation and maintenance of the CDS, and Tenant
agrees to comply with any such procedures. 
Notwithstanding the foregoing, Landlord may, in its sole discretion and
upon notice to Tenant, also designate other entities as Manager of the CDS.


 


As used in this Lease
Agreement, “Communications Distribution System” (“CDS”) means the cables,
conduits, inner ducts, connecting hardware, entrance conduit, and distributed
antenna systems installed by Landlord or its agent in the Building, for the use
of Tenants and their invitees, telecommunications service providers, and Owner
for distributing wired and/or wireless telecommunications signals within the
Building.  The CDS includes the main,
intermediate, and horizontal cross-connects and demarcation frames.


 


9.                                      REPAIRS
AND MAINTENANCE.


 


9.1.                              Landlord’s
Duty to Maintain Structure.  The
Landlord shall maintain or cause to be maintained in good operating condition
the structure of the Building and shall be responsible for structural repairs
to the exterior walls, load bearing elements, foundations, roofs, structural
columns and structural floors with respect thereto, and the Landlord shall make
all required repairs thereto, provided, however, that if the necessity for such
repairs shall have arisen, in whole or in part, from the negligence or willful
acts or omissions of the Tenant, its agents, concessionaires, officers,
employees, licensees, invitees or contractors, or by any unusual use of the
Premises by the Tenant, then the Landlord may collect the cost of such repairs,
as Additional Rent, upon demand.


 


9.2.                              Tenant’s
Duty to Maintain Premises.


 


9.2.1.                     Except as
provided in subsection 9.1, the Tenant shall keep and maintain the
Premises and all fixtures and equipment located therein in a good, safe, clean
and sanitary condition consistent with the operation of a first-class office
building, and in compliance with all legal requirements with respect
thereto.  Except as provided in subsection 9.1,
all injury,


 


22





















 


breakage and damage to the Premises (and to any other
part of the Building and/or the Project, if caused by any act or omission of
the Tenant, its agents, concessionaires, officers, employees, licensees,
invitees or contractors) shall be repaired or replaced by the Tenant at its
expense.  The Tenant shall keep all pipes
and conduits and all mechanical, electrical, HVAC and plumbing systems
contained within the Premises in good, safe, clean and sanitary conditions.


 


9.2.2.                     The Tenant
shall keep the Premises in a neat, clean and orderly appearance to a standard
of cleanliness and hygiene reasonably satisfactory to the Landlord.  The Tenant shall surrender the Premises at
the expiration of the Term or at such other time as the Tenant may vacate the
Premises in accordance with Section 3.4 of the Lease,


 


10.                               IMPROVEMENTS.


 


10.1.                        Base
Building and Initial Tenant Improvements.


 


(a)                                  Initial
Tenant Improvements.  The Landlord
shall make the initial improvements to the Premises as set forth in Exhibit C
attached hereto and made a part hereof (the “Landlord’s
Work”).  Other than the Landlord’s
Work, Tenant shall lease the Premises in its “as-is” condition, including the
use of the modular workstations and accompanying furniture contained within the
Premises.  A modular work station
includes one chair, one workstation, one stationary pedestal file, one pedestal
file on wheels and one task table per two workstations.  Accompanying furniture includes conference
room furniture and office furniture including chairs and task tables.  Landlord and Tenant shall inventory the
modular workstations and accompanying furniture prior to Tenant’s occupancy of
the Premises.  All modular workstations
and accompanying furniture shall be the property of the Landlord and shall be
returned to Landlord at the expiration or early termination of this Lease.


 


(b)                                 Additional
Improvements.  Landlord shall be
obligated to spend excess money to make additional tenant improvements (“Additional Work”) only upon the
satisfaction of the following two conditions: 
(i) the Landlord obtains an acceptable equity or financing source
for the Additional Work, which equity or financing source shall be satisfactory
to Landlord in its sole discretion and (ii) the Tenant agrees to pay an
increased Base Rent in an amount necessary to amortize the cost to the Landlord
of the equity or financing source for the Additional Work.  If Tenant provides such additional funding,
the promissory note and lease amendment in connection therewith shall be in
substantially the form attached hereto as Exhibit F.


 


(c)                                  Construction.  As of the date of this Lease, Tenant
acknowledges that the Building and the Project are under construction by the
Landlord and that, during such construction, disruptions and inconveniences to
the Tenant may occur.  During the
construction and renovation of the Building and the Project, Tenant agrees to
provide Landlord with any and all access to the Premises as is necessary for
Landlord to complete the construction and renovation of the Building and the
Project, provided however, Landlord agrees to use its best efforts to minimize
any and all disruption and inconveniences to the Tenant.  In addition, Tenant agrees to follow the rules and
regulations with respect to a site under construction, including, but not
limited to, following all safety guidelines posted around or in construction
areas.


 


23





















 


10.2.                        Tenant
Alterations.  The Tenant shall not
make any alteration, improvement or addition in the aggregate costing more than
[***] Dollars ($[***]) (collectively “Alterations”) to the Premises without
first:


 


(i)                                     presenting
to the Landlord plans and specifications therefor and obtaining the Landlord’s
written consent thereto (which shall not, in the case of (1) non-structural
interior Alterations, or (2) Alterations which would not affect any
electrical, mechanical, plumbing or other Building systems, be unreasonably
withheld so long as such Alterations will not violate applicable law or the
provisions of this Lease, or impair the value of the Premises, the Building or
the rest of the Project or be visible from the exterior of the Building) and


 


(ii)                                  obtaining
any and all governmental permits or approvals for such Alterations, which are
required by applicable law; provided, that (1) any and all contractors or
workmen performing such Alterations must first be approved by the Landlord, (2) all
work is performed in a good and workmanlike manner in compliance with all
applicable codes, rules, regulations and ordinances, and (3) the Tenant
shall restore the Premises to its condition immediately before such Alterations
were made, by not later than the date on which the Tenant vacates the Premises
or the Termination Date, whichever is earlier.


 


The Tenant shall be
responsible for the cost of repairing any damage to the Building caused by
bringing therein any property for its use, or by the installation or removal of
such property, regardless of fault or by whom such damage is caused.  As a condition for approving any Alterations
on the Premises by the Tenant, the Landlord shall have the right to require the
Tenant, or the Tenant’s contractor, to furnish a bond in an amount equal to the
estimated cost of construction with a corporate surety approved by the Landlord
for (i) completion of the construction and (ii) indemnification of
the Landlord and the Tenant, as their interests may appear, against liens for
labor and materials, which bond shall be furnished before any work has begun or
any materials are delivered.


 


10.3.                        Acceptance
of Possession.  The Tenant shall for
all purposes of this Lease be deemed to have accepted the Premises and the
Building and to have acknowledged them to be in the condition called for
hereunder except with respect to those defects of which the Tenant notifies the
Landlord within thirty (30) days after the Rent Commencement Date.


 


10.4.                        Fixtures.  Any and all improvements, repairs,
alterations and all other property attached to, used in connection with or
otherwise installed within the Premises by the Landlord, or the Tenant shall
become the Landlord’s property, without payment therefor by the Landlord,
immediately on the completion of their installation; provided that any
machinery, equipment or fixtures installed by the Tenant and used in the
conduct of the Tenant’s trade or business (rather than to service the Premises,
the Building or the Project generally) and not part of the Building Service
Equipment shall remain the Tenant’s property; but further provided that if any
leasehold improvements made by the Tenant replaced any part of the Premises,
such leasehold improvements that replaced any part of the Premises shall be and
remain the Landlord’s property.


 


24





















 


11.                               LANDLORD’S
RIGHT OF ENTRY.


 


The Landlord and its
authorized representatives shall be entitled to enter the Premises at any
reasonable time during the Tenant’s usual business hours, after giving the
Tenant at least twenty-four (24) hours’ oral or written notice thereof, (a) to
inspect the Premises, (b) to exhibit the Premises (i) to any existing
or prospective purchaser or Mortgage thereof, or (ii) to any prospective
tenant thereof during the last six (6) months of the Term or upon notice
to vacate the Premises by Tenant, provided that in doing so the Landlord and
each such invitee observes all reasonable safety standards and procedures which
the Tenant may require, and (c) to make any repair thereto and/or to take
any other action therein which the Landlord is permitted to take by this Lease
or applicable law (provided, that in any situation in which, due to an
emergency or otherwise, the Landlord reasonably believes the physical condition
of the Premises, the Building or any part of the Project would be unreasonably
jeopardized unless the Landlord were to take such action immediately, the
Landlord shall not be required to give such notice to the Tenant and may enter
the same at any time).  Notwithstanding
clause (b) above, Tenant hereby agrees that Landlord shall have access to
the Premises upon at least twenty-four (24) hours’ oral or written notice to
obtain entry to the remainder of the third (3rd) floor space in The Ivory
Building for the purposes of exhibiting such space to prospective tenants.  Nothing in this section shall be deemed
to impose any duty on the Landlord to make any such repair or take any such
action, and the Landlord’s performance thereof shall not constitute a waiver of
the Landlord’s right hereunder to have the Tenant perform such work.  The Landlord shall not in any event be liable
to the Tenant for any inconvenience, annoyance, disturbance, loss of business
or other damage sustained by the Tenant by reason of the making of such
repairs, the taking of such action or the bringing of materials, supplies and
equipment upon the Premises during the course thereof, and the Tenant’s
obligations under this Lease shall not be affected thereby.


 


12.                               DAMAGE
OR DESTRUCTION.


 


12.1.                        Option
to Terminate.  If during the Term
either the Premises or any portion of the Building or the Project are
substantially damaged or destroyed by fire or other casualty, the Landlord shall
have the option (which it may exercise by giving written notice thereof to the
Tenant within sixty (60) days after the date on which such damage or
destruction occurs) to terminate this Lease as of the date specified in such
notice (which date shall not be earlier than the thirtieth (30th) day after
such notice is given).  On such
termination, the Tenant shall pay to the Landlord all Base Rent, Additional
Rent and other sums and charges payable by the Tenant hereunder and accrued
through such date (as justly apportioned to the date of such termination).  If the Landlord does not terminate this Lease
pursuant to this section, the Landlord shall restore the Premises as soon
thereafter as is reasonably possible to their condition on the date of
completion of Landlord’s Work, taking into account any delay experienced by the
Landlord in recovering the proceeds of any insurance policy payable on account
of such damage or destruction and in obtaining any necessary permits.  Until the Premises are so repaired, the Base
Rent (and each installment thereof) and the Additional Rent shall abate in
proportion to the floor area of so much, if any, of the Premises as is rendered
substantially unusable by the Tenant by such damage or destruction.  If during the Term either fifty percent
(50%), of the Premises rendering the Premises untenantable, any portion of the
Building or the Project are substantially damaged or destroyed by fire or other
casualty, or the repairs are estimated by the Landlord to require more than six
(6) months from the date of the casualty to complete, the Tenant shall
have


 


25





















 


the option (which it may exercise by giving written
notice thereof to Landlord within sixty (60) days after the date on which such
damage or destruction occurs) to terminate this Lease as of the date specified
in such notice (which date shall not be earlier than the thirtieth (30th) day
after such notice is given).  On such
termination, the Tenant shall pay to the Landlord all Base Rent, Additional
Rent and other sums and charges payab1e by the Tenant hereunder and accrued
through such date (as justly apportioned to the date of such termination).


 


12.2.                        No
Termination of Lease.  Except as is
otherwise expressly permitted by subsection 12.1, no total or partial
damage to or destruction of any or all of the Premises shall entitle either
party hereto to surrender or terminate this Lease, or shall relieve the Tenant
from its liability hereunder to pay in full the Base Rent, any Additional Rent
and all other sums and charges which are otherwise payable by the Tenant
hereunder, or from any of its other obligations hereunder, and the Tenant
hereby waives any right now or hereafter conferred upon it by statute or
otherwise, on account of any such damage or destruction, to surrender this
Lease, to quit or surrender any or all of the Premises, or to have any
suspension, diminution, abatement or reduction of the Base Rent or any
Additional Rent or other sum payable by the Tenant hereunder.


 


13.                               CONDEMNATION.


 


13.1.                        Termination
of Lease.  If any or all of the
Premises and/or of that portion of the Project underlying the Premises is taken
by the exercise of any power of eminent domain or is conveyed to or at the
direction of any governmental entity under a threat of any such taking (each of
which is herein referred to as a “Condemnation”),
this Lease shall terminate on the date on which the title to so much of the
Premises as is the subject of such Condemnation vests in the condemning
authority, unless the parties hereto otherwise agree in writing.  If all or any substantial portion of the
Building or the Project other than that portion thereof underlying the Premises
is taken or conveyed in a Condemnation, the Landlord shall be entitled, by
giving written notice thereof to the Tenant, to terminate this Lease on the
date on which the title to so much thereof as is the subject of such
Condemnation vests in the condemning authority. 
If this Lease is not terminated pursuant to this subsection, the Landlord
shall restore any of the Premises damaged by such Condemnation substantially to
its condition immediately before such Condemnation, as soon after the Landlord’s
receipt of the proceeds of such Condemnation as is reasonably possible under
the circumstances.


 


13.2.                        Condemnation
Proceeds.  Regardless of whether this
Lease is terminated under this section, the Tenant shall have no right in any
such Condemnation to make any claim on account thereof against the condemning
authority, except that the Tenant may make a separate claim for the Tenant’s
moving expenses and the value of the Tenant’s trade fixtures, provided that
such claim does not reduce the sums otherwise payable by the condemning
authority to the Landlord.  Except as
aforesaid, the Tenant hereby (a) waives all claims which it may have
against the Landlord or such condemning authority by virtue of such
Condemnation, and (b) assigns to the Landlord all such claims (including
but not limited to all claims for leasehold damages or diminution in value of
the Tenant’s leasehold interest hereunder).


 


13.3.                        Effect
on Rent.  If this Lease is terminated
under this section, any Base Rent, any Additional Rent and all other sums and
charges required to paid by the Tenant hereunder shall be


 


26





















 


apportioned and paid to the date of such
termination.  If this Lease is not so
terminated in the event of a Condemnation, the Base Rent (and each installment
thereof) and the Additional Rent shall be abated from the date on which the
title to so much, if any, of the Premises as is the subject of such
Condemnation vests in the condemning authority, through the Termination Date,
in proportion to the floor area of such portion of the Premises as is the
subject of such Condemnation.


 


13.4.                        No
Termination of Lease.  Except as
otherwise expressly provided in this section, no total or partial Condemnation
shall entitle either party hereto to surrender or terminate this Lease, or
shall relieve the Tenant from its liability hereunder to pay in full the Base
Rent, any Additional Rent and all other sums and charges which are otherwise
payable by the Tenant hereunder, or from any of its other obligations
hereunder, and the Tenant hereby waives any right now or hereafter conferred
upon it by statute or otherwise, on account of any such Condemnation, to
surrender this Lease, to quit or surrender any or all of the Premises, or to
receive any suspension, diminution, abatement or reduction of the Base Rent or
any Additional Rent or other sum payable by the Tenant hereunder.


 


14.                               ASSIGNMENT
AND SUBLETTING.


 


14.1.                        Landlord’s
Consent Required.  The Tenant shall
not assign this Lease, in whole or in part, nor sublet all or any part of the
Premises, nor license concessions or lease departments therein, nor otherwise
permit any other person to occupy or use any portion of the Premises
(collectively, a “Transfer”), without in each instance first obtaining the
written consent of the Landlord, which consent may not be unreasonably
withheld.  Notwithstanding the foregoing,
Tenant shall have the right without Landlord’s prior written consent to assign
this Lease or sublet all or any part of the Premises to any parent, subsidiary,
affiliate corporation of the survivor of any merger or to the purchaser of all
or substantially all of the assets of Tenant. 
Consent by the Landlord to any assignment, subletting, licensing or
other transfer shall not (i) constitute a waiver of the requirement for
such consent to any subsequent assignment, subletting, licensing or other
Transfer, (ii) relieve the Tenant from its duties, responsibilities and
obligations under this Lease, or (iii) relieve any guarantor of this Lease
from such guarantor’s obligations under its guaranty agreement.


 


14.2.                        Acceptance
of Rent from Transferee.  The
acceptance by the Landlord of the payment of Rent from any person following any
act, assignment or other Transfer prohibited by this section shall not
constitute a consent to such act, assignment or other Transfer, nor shall the
same be deemed to be a waiver of any right or remedy of the Landlord’s
hereunder.


 


14.3.                        Conditions
of Consent.  All reasonable costs
incurred by the Landlord in connection with any request for consent to a
Transfer, including reasonable costs of investigation and the reasonable fees
of the Landlord’s counsel, shall be paid by the Tenant on demand as a further
condition of any consent which may be given.


 


14.4.                        Profits
from Use or Transfer.  The Tenant
agrees that in the event of a Transfer, the Tenant shall pay the Landlord, within
ten (10) days after receipt thereof, fifty percent (50%) of the excess of (i) any
and all consideration, money or thing of value, however characterized, received
by the Tenant or payable to the Tenant in connection with or arising out of
such


 


27





















 


Transfer, over (ii) all amounts otherwise payable
by the Tenant to the Landlord pursuant to this Lease, less any and all
reasonable costs incurred by Tenant in effecting the Transfer.


 


14.5.                        Landlord’s
Right of Recapture.  If Tenant
intends to sublease any portion of the Premises or assign this Lease, then
Tenant shall give written notice of such intent to Landlord, which notice shall
constitute an offer to Landlord to recapture the Premises, or the portion of the
Premises covered by such sublease, as the case may be.  Tenant’s notice to Landlord shall identify
the specific “Rental Area” of the Premises subleased or indicate that the Lease
is to be assigned, and the date of commencement and termination of the sublease
or the effective date for the assignment, and shall include a copy of all of
the documents relating to such sublease or assignment.  Within thirty (30) days after Landlord’s
receipt of Tenant’s notice, Landlord may at its sole option elect to recapture
the Premises or such portion thereof, as the case may be, by giving Tenant
written notice thereof.  If Landlord
exercises its option, Tenant shall notify the prospective subtenant or assignee
of Landlord’s election, shall terminate the agreement with such prospective
subtenant or assignee if so directed by Landlord, and shall surrender the space
to Landlord pursuant to a written partial or total surrender of lease, as
applicable, reasonably satisfactory to both parties, providing for the
termination of this Lease with respect to the Premises or such portion thereof
and the parties’ obligations to each other with respect to such space.  Upon any partial termination under this Section 14.5,
(x) the Rental Area of the Premises shall be adjusted, and the base rent and
additional rent shall be pro-rated as of the date of termination and shall be
abated following the termination as to the surrendered Rental area, and
(y) Landlord, at Landlord’s sole cost and expense, shall construct
Building standard demising walls to separate the space covered by such partial
termination from the remaining part of the Premises.


 


14.6.                        Relocation
of Premises.  With respect to each
Renewal Term, within fifteen (15) days of Landlord’s receipt of written notice
by Tenant exercising its option to renew, Landlord shall have the one time
right, at its sole cost and expense to request Tenant to move from the Premises
to another suite of equal or greater size, amenities and decor, including
build-out of such relocation space, in the Building or the Project (the “Relocation Premises”) in accordance with
the plans and specifications originally prepared for the Premises, using
materials of like quality as those used in the build-out of the original
Premises provided, however, that in the event of receipt of any such notice,
Tenant by written notice to Landlord delivered not more than fifteen (15) days
after receipt of Landlord’s request for relocation may elect not to move to the
Relocation Premises and in lieu thereof to terminate this Lease, in which case
the termination shall be effective at the end of the Original Term or the first
Renewal Term, as the case may be.  If
Tenant fails to exercise such termination right within fifteen (15) days after
receipt of Landlord’s request for relocation, Tenant shall be deemed to have
agreed to such relocation.  If Tenant
exercises such termination right in a timely manner, Landlord may, by notice
delivered, to Tenant not more than fifteen (15) days after such termination
notice, rescind its relocation request, in which case Tenant’s termination
notice shall become void and this Lease shall continue as if no relocation
request were ever made.


 


In the event of any such
relocation, Landlord shall, within thirty (30) days of such relocation, pay all
expenses associated with preparing and decorating the Relocation Premises so
that they shall be substantially similar to the Premises, as well as the
expense of moving Tenant’s property, including, but not limited to, Tenant’s
furniture, equipment, supplies, telephones, and


 


28





















 


telephone equipment to the Relocation Premises.  Any such move shall be completed over a
weekend or during off hours as to minimize any interruption of Tenant’s’
business.  Occupancy of the Relocation
Premises shall be under and pursuant to the terms of this Lease.  Effective on the date of such relocation,
this Lease will be amended by deleting the description of the original premises
and substituting a description of such Relocation Premises and making any other
changes as may be reasonably necessary or desirable in light of such
relocation.


 


15.                               RULES
AND REGULATIONS.


 


The Landlord shall have
the right to prescribe, at its sole discretion, the Rules and
Regulations.  The Rules and
Regulations may govern, without limitation, the use of sound apparatus, noise
or vibrations emanating from machinery or equipment, obnoxious fumes and/or
odors, the parking of vehicles, lighting and storage and disposal of trash and
garbage.  The Landlord will not enforce
the Rules and Regulations in a discriminatory manner and will make
reasonable’ efforts to enforce the Rules, and Regulations uniformly against all
tenants.  The Tenant shall adhere to the Rules and
Regulations and shall cause its agents, employees, invitees, visitors and
guests to do so.  A copy of the Rules and
Regulations in effect on the date hereof is attached hereto as Exhibit D.  The Landlord shall have the right to amend
the Rules and Regulations from time to time.


 


16.                               SUBORDINATION
AND ATTORNMENT.


 


16.1.                        Subordination.


 


16.1.1.               Unless a Mortgagee
otherwise shall elect as provided in subsection 16.2, the Tenant’s rights
under this Lease are and shall remain subject and subordinate to the operation
and effect of any mortgage, deed of trust or other security instrument
constituting a lien upon the Premises, and/or the Project, whether the same
shall be in existence on the date hereof or created hereafter (any such lease,
mortgage, deed of trust or other security instrument being referred to herein
as a “Mortgage,” and the party or parties having the benefit of the same,
whether as beneficiary, trustee or noteholders being referred to hereinafter
collectively as “Mortgagee”).  The Tenant’s
acknowledgment and agreement of subordination as provided for in this section is
self-operative and no other instrument of subordination shall be required;
however, the Tenant shall execute, within ten (10) days after request
therefor, a document providing for such further assurance thereof and for such
other matters as shall be requisite or as may be requested from time to time by
the Landlord or any Mortgagee.  Within
fifteen (15) days of full execution of this Lease, Landlord and Tenant agree to
execute a Subordination, Attornment and Non-Disturbance Agreement in
substantially the form attached hereto as Exhibit H, being the form
of such agreed as approved by Riggs Bank, the current first Mortgagee of the
Project.


 


Landlord and Tenant
hereby agree to execute a Collateral Assignment of Lease in substantially the
form attached hereto as Exhibit E being the form of such agreed
upon by Landlord and Tenant and approved by Prudent Capital I, LP, a lender to
K.P. Sports, Inc.  Landlord and
Tenant further agree to execute such other Collateral Assignment of Lease is
substantially the same form as Exhibit E as may be requested by a
lender of K.P. Sports, Inc.  Upon
request of a lender of Tenant, Landlord will provide Tenant’s lender with
essentially the


 


29





















 


same information requested by Landlord of Tenant in
the form of estoppel certificate attached hereto as Exhibit I.


 


16.1.2.               The Landlord hereby
directs the Tenant, upon (i) the occurrence of any event of default by the
Landlord, as mortgagor under any Mortgage, (ii) the receipt by the Tenant
of a notice of the occurrence of such event of default under such Mortgage from
the Landlord or such Mortgagee, or (iii) a direction by the Mortgagee
under such Mortgage to the Tenant to pay all Rent thereafter to such Mortgagee,
to make such payment to such Mortgagee, and the Landlord agrees that in the
event that the Tenant makes such payments to such Mortgagee, as aforesaid, the
Tenant shall not be liable to the Landlord for the same.  In addition, the Mortgagee (and any person
who acquires the property from Mortgagee) shall not be responsible for security
deposits not actually received by the Mortgagee, or its affiliate, after the
Mortgagee, or its affiliate, becomes the owner of the property.


 


16.2.                        Mortgagee’s
Unilateral Subordination.  If a
Mortgagee shall so elect by notice to the Tenant or by the recording of a
unilateral declaration of subordination, this Lease and the Tenant’s rights
hereunder shall be superior and prior in right to the Mortgage of which such
Mortgagee has the benefit, with the same force and effect as if this Lease had
been executed, delivered and recorded prior to the execution, delivery and
recording of such Mortgage, subject, nevertheless, to such conditions as may be
set forth in any such notice or declaration.


 


16.3.                        Attornment.  If any Person shall succeed to all or any
part of the Landlord’s interest in the Premises, whether by purchase,
foreclosure, deed in lieu of foreclosure, power of sale, termination of lease
or otherwise, and if such successor-in-interest requests or requires, the
Tenant shall attorn to such successor-in-interest and shall execute within ten (10) after
receipt thereof an agreement in confirmation of such attorment in a form as may
be reasonably requested by such successor-in-interest.  Failure to respond within such ten (10) day
period shall be deemed to be a confirmation by the Tenant of the facts and
matters set forth therein.


 


16.4.                        Superior
Leases.  Tenant acknowledges that
Landlord may restructure the ownership of the Project involving one or more
ground leases or master leases (the “Superior Leases”).  In such event, Tenant agrees that it will
subordinate this Lease to such Superior Leases or, at Landlord’s option, enter
into a new sublease with the applicable master lessee upon substantially the
same terms and conditions as are set forth herein, provided that in connection
with such subordination or such new sublease, Tenant shall have the benefit of
a non-disturbance agreement which shall provide in substance, along with other
matters deemed reasonable or desirable by Landlord, that so long as Tenant is
not in default, Tenant’s rights of use and occupancy shall not be disturbed in
the event of a termination of any Superior Lease.


 


17.                               DEFAULTS
AND REMEDIES.


 


17.1.                        “Event
of Default” Defined.  Any one or more
of the following events shall constitute a default under the terms of this
Lease (“Event of Default”):


 


(a)                                  the
failure of the Tenant to pay any Rent or other sum of money due hereunder to
the Landlord or any other person within five (5) days after receipt of
written notification from the Landlord that the same is due;


 


30





















 


(b)                                 the
filing of a petition proposing the adjudication of the Tenant as a bankrupt or
insolvent, or the reorganization of the Tenant, or an arrangement by the Tenant
with its creditors, whether pursuant to the Federal Bankruptcy Act or any
similar federal or state proceeding, unless such petition is filed by a party
other than the Tenant and is withdrawn or dismissed within sixty (60) days
after the date of its filing;


 


(c)                                  the
appointment of a receiver or trustee for the business or property of the
Tenant, unless such appointment is vacated within sixty (60) days of its entry;


 


(d)                                 the
making by the Tenant of an assignment for the benefit of its creditors if
Tenant is insolvent;


 


(e)                                  a
default by the Tenant in the performance or observance of any covenant or
agreement of this Leases to be performed or observed by the Tenant (other than
as set forth in clauses (a) through (d) above), which default is not
cured within thirty (30) days after the giving of written notice thereof by the
Landlord, unless such default is of such nature that it cannot be cured within
such 30-day period, in which event an Event of Default shall not be deemed to
have occurred if the Tenant institutes a cure within the 30-day period and
thereafter diligently and continuously prosecutes the curing of the same until
completion, but in no event shall such cure period exceed ninety (90) days;
provided, however, that if the Tenant defaults in the performance of any such
covenant or agreement more than two (2) times during the Term, then
notwithstanding that such defaults have each been cured by the Tenant, any
further defaults shall be deemed an Event of Default without the ability to
cure; or


 


(f)                                    the
vacating or abandonment of the Premises by the Tenant at any time during the
Term.


 


17.2.                        Landlord’s
Remedies.  Upon the occurrence of an
Event of Default, the Landlord, without notice to the Tenant in any instance
(except where expressly provided for below), may do any one or more of the
following:


 


(a)                                  perform,
on behalf and at the expense of the Tenant, any obligation of the Tenant under
this Lease which the Tenant has failed to perform beyond any applicable grace
or cure periods and of which the Landlord shall have given the Tenant notice
(except in an emergency situation in which no notice is required), the cost of
which performance by the Landlord, together with interest thereon at the
Default Rate from the date of such expenditure, shall be deemed Additional Rent
and shall be payable by the Tenant to the Landlord as otherwise set forth
herein;


 


(b)                                 elect
to terminate this Lease and the tenancy created hereby by giving notice of such
election to the Tenant without any right on the part of the Tenant to save the
forfeiture by payment of any sum due or by other performance of condition,
term, agreement or covenant broken, or elect to terminate the Tenant’s
possessory rights and all other rights of the Tenant without terminating this
Lease, and in either event, at any time thereafter without notice or demand and
without any liability whatsoever, reenter the Premises by force, summary
proceedings or otherwise, and remove the Tenant and all other persons and
property from the Premises, and store such Project in a public warehouse or
elsewhere at the cost and for the


 


31





















 


account of the Tenant without resort to legal process
and without the Landlord being deemed guilty of trespass or becoming liable for
any loss or damage occasioned thereby; and


 


(c)                                  exercise
any other legal and/or equitable might or remedy which it may have at law or in
equity, including rights of specific performance and/or injunctive relief, where
appropriate.


 


17.3.                        Damages.


 


(a)                                  If
this Lease is terminated by the Landlord pursuant to subsection 17.2, the
Tenant nevertheless shall remain liable for any Rent and damages which may be
due or sustained prior to such termination, as well as all reasonable costs,
fees and expenses incurred by the Landlord in pursuit of its remedies
hereunder, and/or in connection with any bankruptcy proceedings of the Tenant,
and/or in connection with renting the Premises to others from time to time (all
such Rent, damages, costs, fees and expenses being referred to herein as “Termination
Damages”), plus additional damages for all Rent treated as in arrears (“Liquidated
Damages”).  At the election of the
Landlord, Termination Damages shall be an amount equal to either:


 


(i)                                     the
Rent which, but for the termination of this Lease, would have become due during
the remainder of the Term, less the amount or amounts of rent, if any, which
the Landlord receives during such period from others to whom the Premises may
be rented (other than any additional rent received by the Landlord as a result
of any failure of such other person to perform any of its obligations to the
Landlord), in which case Termination Damages shall be computed and payable in
monthly installments, in advance, on the first business day of each calendar
month following the termination of this Lease and shall continue until the date
on which the Term would have expired but for such termination, and any action
or suit brought to collect any such Termination Damages for any month shall not
in any manner prejudice the right of the Landlord to collect any Termination
Damages for any subsequent months by similar proceeding; or


 


(ii)                                  the
present worth (as of the date of such termination) of the Rent which, but for
the termination of this Lease, would have become due during the remainder of
the Term, less the fair rental value of the Premises, as determined by an
independent real estate appraiser or broker selected by the Landlord, in which
case such Termination Damages shall be payable to the Landlord in one lump sum
on demand, and shall bear interest at the Default Rate.  “Present worth” shall be computed by
discounting such amount to present worth at a rate equal to one percentage
point above the discount rate then in effect at the Federal Reserve Bank.


 


(b)                                 Notwithstanding
anything to the contrary set forth in this subsection 17.3, if either
party commences an action against the other party arising out of or in
connection with this Lease, the prevailing party shall be entitled to have and
recover from the losing party attorneys’ fees, costs of suit, investigation
expenses and discovery costs, including costs of appeal.


 


17.4.                        Waiver
of Jury Trial.  Each party hereto
hereby waives any right which it may otherwise have at law or in equity to a
trial by jury in connection with any suit or proceeding at law or in equity
brought by the other against the waiving party or which otherwise relates to
this


 


32





















 


lease, as a result of an event of default or
otherwise.  The Tenant agrees that in the
event the Landlord commences any summary proceeding for nonpayment of rent or
possession of the Premises, the Tenant will not, and hereby waives, all right
to interpose any counterclaim of whatever nature in any such proceeding.


 


18.                               ESTOPPEL
CERTIFICATE.


 


(a)                                  Within
fifteen (15) days of the full execution of this Lease, Tenant agrees to execute
an Estoppel Certificate in substantially the form attached hereto as Exhibit I,
being the form of such agreed as approved by Riggs Bank, the current first
mortgagee of the Project.


 


(b)                                 Landlord
also agrees to provide to Tenant a similar estoppel certificate from time when
reasonably requested.


 


19.                               QUIET
ENJOYMENT.


 


The Landlord hereby
warrants that, so long as all of the Tenant’s obligations hereunder are timely
performed, the Tenant will have during the Term quiet and peaceful possession
of the Premises and enjoyment of such rights as the Tenant may hold hereunder
to use the Common Areas, except if and to the extent that such possession and
use are terminated pursuant to this Lease.


 


20.                               NOTICES.


 


Except as may be
otherwise provided in this Lease, any notice, demand, consent, approval,
request or other communication or document to be provided hereunder to the
Landlord or the Tenant (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 Landlord, notice shall be sent to:



Hull Point, LLC

Tide Point

1040 Hull Street

Baltimore, Maryland 21230

Attention:                                         Property
Management


 


33





















 


with a copy to:



John P. Machen, Esquire

Piper Marbury Rudnick & Wolfe LLP

6225 Smith Avenue

Baltimore, Maryland 21209


 


If to the Tenant, notice shall be sent to:



J. Scott Plank

Vice President – Finance

Under Armour Performance Apparel

1600 Bush Street

Baltimore, Maryland 21230


 


with a copy to:



Tom Sippel, Esquire

Gill & Sippel

The B&O Railroad Station

98 Church Street

Rockville, Maryland 20850

301-251-9200 (phone)

301-762-6176 (fax)


 


21.                               GENERAL


 


21.1.                        Effectiveness.  This Lease shall become effective on and only
on its execution and delivery by each party hereto.


 


21.2.                        Complete
Understanding.  This Lease represents
the complete understanding between the parties hereto as to the subject matter
hereof, and supersedes all prior negotiations, representations, guaranties,
warranties, promises, statements and agreements, either written or oral,
between the parties hereto as to the same.


 


21.3.                        Amendment.  This Lease may be amended by and only by an
instrument executed and delivered by each party hereto.


 


21.4.                        Waiver.  No party hereto shall be deemed to have
waived the exercise of any right which it holds hereunder unless such waiver is
made expressly and in writing (and, without limiting the generality of the
foregoing, no delay or omission by any party hereto in exercising any such
right shall be deemed a waiver of its future exercise).  No such waiver made in any instance involving
the exercise of any such right shall be deemed a waiver as to any other such
instance or any other such right. 
Without limiting the generality of the foregoing provisions of this
subsection, the Landlord’s receipt or acceptance of any Base Rent, Additional
Rent or other sum from the Tenant or any other person shall not be deemed a
waiver of the Landlord’s right, to


 


34





















 


enforce any of its rights hereunder on account of any
default by the Tenant in performing its obligation’s hereunder.


 


21.5.                        Applicable
Law.  This Lease shall be given
effect and construed by application of the laws of Maryland, and any action or
proceeding arising hereunder shall be brought in the courts of Maryland;
provided, however, that if any such action or proceeding arises under the Constitution,
laws or treaties of the United States of America, or if there is a diversity of
citizenship between the parties thereto, so that it is to be brought in a
United States District Court, it may be brought only in the United States
District Court for Maryland or any successor federal court having original
jurisdiction.


 


21.6.                        Commissions.  The parties hereto hereby acknowledge and
agree that, in connection with the leasing of the Premises hereunder, they have
used the services of Colliers Pinkard. 
Any and all commissions due such brokers shall be paid in accordance
with the terms and conditions set forth in a separate written agreement or
agreements between the Landlord and Colliers Pinkard.  Subject to the foregoing, each party hereto
hereby represents and warrants to the other that, in connection with such
leasing, the party so representing and warranting has not dealt with any real
estate broker, agent or finder, and there is no commission, charge or other
compensation due on account thereof. 
Each party hereto shall indemnify and hold harmless the other against
and from any inaccuracy in such party’s representation.


 


21.7.                        Landlord’s
Liability.  No Person holding the
Landlord’s interest hereunder (whether or not such Person is named as the “Landlord”
herein) shall have any liability hereunder after such Person ceases to hold
such interest, except for any such liability accruing while such Person holds
such interest.  No Mortgagee not in
possession of the Premises shall have any liability hereunder.  Neither the Landlord nor any principal of the
Landlord, whether disclosed or undisclosed, shall have any personal liability
under this Lease.  If the Landlord
defaults in performing any of its obligations hereunder or otherwise, the
Tenant shall look solely to the Landlord’s equity, interest and rights in the
Project to satisfy the Tenant’s remedies on account thereof.


 


21.8.                        Remedies
Cumulative.  No reference to any
specific right or remedy shall preclude the Landlord from exercising any other
right or from having any other remedy or from maintaining any action to which
it may otherwise be entitled at law or in equity.  No failure by the Landlord to insist upon the
strict performance of any agreement, term, covenant or condition hereof, or to
exercise any right or remedy consequent upon a breach thereof, and no
acceptance of full or partial Rent during the continuance of any such breach,
shall constitute a waiver of any such breach, agreement, term, covenant or
condition.  No waiver by the Landlord of
any breach by the Tenant under this Lease or of any breach by any other tenant
under any other lease of any portion of the Building shall affect or alter this
Lease in any way whatsoever.


 


21.9.                        Severability.  No determination by any court, governmental
or administrative body or agency or otherwise that any provision of this Lease
or any amendment hereof is invalid or unenforceable in any instance shall
affect the validity or enforceability of (a) any other provision hereof,
or (b) such provision in any circumstance not controlled by such
determination.  Each such provision shall
remain valid and enforceable to the fullest extent allowed by, and shall be
construed wherever possible as being consistent with, applicable law.


 


35





















 


21.10.                  Authority.  If the Tenant is a corporation partnership,
limited liability company or similar entity, the person executing this Lease on
behalf of the Tenant represents and warrants that (a) the Tenant is duly
organized and validly existing and (b) this Lease (i) has been
authorized by all necessary parties, (ii) is validly executed by an
authorized officer or agent of the Tenant and (iii) is binding upon and
enforceable against the Tenant in accordance with its terms.


 


21.11.                  Recordation.  Neither this Lease, any amendment to this
Lease, nor any memorandum, affidavit or other item with respect thereto shall
be recorded by the Tenant or by anyone acting through, under or on behalf of
the Tenant, and the recording thereof in violation of this provision shall (i) be
deemed an Event of Default and (ii) at the Landlord’s election, make this
Lease null and void.


 


21.12.                  Headings.  The headings of the sections, subsections,
paragraphs and subparagraphs hereof are provided herein for and only for convenience
of reference and shall not be considered in construing their contents.


 


21.13.                  Construction.  As used herein, all references made (a) in
the neuter, masculine or feminine gender shall be deemed to have been made in
all such genders; (b) in the singular or plural number shall be deemed to
have been made, respectively, in the plural or singular number as well; and (c) to
any section, subsection, paragraph or subparagraph shall be deemed, unless
otherwise expressly indicated, to have been made to such section, subsection,
paragraph or subparagraph of this Lease.


 


21.14.                  Exhibits.  Each writing or drawing referred to herein as
being attached hereto as a schedule, an exhibit or otherwise designated herein
as a schedule or an exhibit hereto is hereby made a part hereof.


 


36





















 


IN WITNESS WHEREOF, each party hereto has executed and
ensealed this Lease, or caused it to be executed and ensealed on its behalf by
its duly authorized representatives, on the date first above written.


 


	
  WITNESS or
  ATTEST:

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  HULL POINT, LLC,
  a Maryland liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Locust Tide
  Point LLC, Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  LTP Management
  LLC, its Managing Member

  
	
   

  	
   

  
	
  [illegible]

  	
   

  	
  By:

  	
  /s/

  	
  Carl W. Struever

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
   

  	
  Carl W. Struever

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Managing Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS or
  ATTEST:

  	
   

  	
  TENANT:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KP SPORTS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [illegible]

  	
   

  	
  By:

  	
  /s/ J. Scott
  Plank

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  Scott Plank

  	
   

  
	
   

  	
   

  	
  Vice President -
  Finance

  	
   

  



 


37


















 


ACKNOWLEDGEMENT
OF LANDLORD


 


STATE OF MARYLAND


) to wit:


COUNTY OF


 


I HEREBY CERTIFY that on
this           day of                   ,
2002 before me, the subscriber, a Notary Public in and for the State aforesaid,
personally appeared                           
who acknowledged himself to be the                       
of                       ,
and that he, as such officer, being authorized so to do, executed the foregoing
instrument for the purposes therein contained by signing the name of said
corporation by himself as such officer.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and Notarial Seal.


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary
  Public

  
	
   

  	
   

  
	
   

  	
  My
  Commission Expires:

  



 


 


ACKNOWLEDGEMENT
OF TENANT


 


STATE OF MARYLAND


) to wit:


COUNTY OF


 


I HEREBY CERTIFY that on
this           day of                         ,
2002 before me, the subscriber, a Notary Public in and for the State aforesaid,
personally appeared                                         
who acknowledged himself to be the                                 
of                                 ,
and that he, as such officer, being authorized so to do, executed the foregoing
instrument for the purposes therein contained by signing the name of said
corporation by himself as such officer.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and Notarial Seal.


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary
  Public

  
	
   

  	
   

  
	
   

  	
  My
  Commission Expires:

  



 


38





















 


Exhibit A


 


Site Plan
showing Project and Building


 





 


 


39





















 


Exhibit B


 


Location of
Premises


 





 


40





















 


Exhibit C


 


Landlord’s Work


 


Landlord agrees to complete the following work prior
to Rent Commencement Date:


 


1.                                       Install
demising wall between Tenant’s Leased premises and remaining space on 3rd
Floor;


 


2.                                       Finish
installation of all existing workstations currently located in Leased premises.


 


3.                                       Facilitate
data/telecom installation with Riser Management.


 


4.                                       Re-key
all Suite entry doors.


 


41





















 


EXHIBIT D


 


Current Rules and Regulations


 


1.             The sidewalks, passages, and stairways shall not be
obstructed by the Tenant or Tenant’s agents, employees, or invitees or used by
the Tenant for any purpose other than ingress and egress from and to the Tenant’s
premises.  The Landlord shall in all
cases retain the right to control or prevent access thereto by any person whose
presence, in the Landlord’s judgment, would be prejudicial to the safety,
peace, character or reputation of the property or of any tenant of the Project.


 


2.             The toilet rooms, water closets, sinks, faucets,
plumbing and other service apparatus of any kind shall not be used by the
Tenant for any purpose other than those for which they were installed, and no
sweepings, rubbish, rags, ashes, chemicals or other refuse or injurious
substances shall be placed therein or used in connection therewith by the
Tenant, or left by the Tenant in the lobbies, passages, elevators or stairways
of the Building.  The expense of any
breakage, stoppage or damage to such sinks, toilets and the like shall be
borne by the tenant who, or whose employees, contractors or invitees, caused
it.


 


3.             No skylight, window, door or transom of the Building
shall be covered or obstructed by the Tenant, and no window shade, blind,
curtain, screen, storm window, awning or other material shall be installed or
placed on any window or in any window space, except as approved in writing by
the Landlord.  If the Landlord has
installed or hereafter installs any shade, blind or curtain in the Premises,
the Tenant shall not remove it without first obtaining the Landlord’s written
consent thereto.


 


4.             No sign, lettering, insignia, advertisement, notice or
other thing shall be inscribed, painted, installed, erected or placed in any
portion of the Premises which may be seen from outside the Building, or on any
window, window space or other part of the exterior or interior of the Building,
unless first approved in writing by the Landlord.  Names on suite entrances may be provided by
and only by the Landlord and at the Tenant’s expense, using in each instance
lettering of a design and in a form consistent with the other lettering in the
Building, and first approved in writing by the Landlord.  The Tenant shall not erect any stand, booth or
showcase or other article or matter in or upon the Building and/or the
Project without first obtaining the Landlord’s written consent thereto.


 


5.             The Tenant shall not place any other or additional lock
upon any door within the Premises or elsewhere upon the Project, and the Tenant
shall surrender all keys for all such locks at the end of the Term.  The Landlord shall provide the Tenant with
one set of keys to the Premises when the Tenant assumes possession thereof.


 


6.             The Tenant shall not do or permit to be done anything
which obstructs or interferes with the rights of any other tenant of the
Project.  No bird, fish or animal shall
be brought into or kept in or about the Premises, the Building and/or the
Project.


 


7.             If the Tenant desires to install signaling, telegraphic,
telephonic, protective alarm or other wires, apparatus or devices within the
Premises, the Landlord shall direct where and


 


42





















 


how they are to be
installed and, except as so directed, no installation, boring or cutting shall
be permitted.  The Landlord shall have
the right (a) to prevent or interrupt the transmission of excessive,
dangerous or annoying current of electricity or otherwise into or through the
Premises, the Building and/or the Project, (b) to require the changing of
wiring connections or layout at the Tenant’s expense, to the extent that the
Landlord may deem necessary, (c) to require compliance with such
reasonable rules as the Landlord may establish relating thereto, and (d) in
the event of noncompliance with such requirements or rules, immediately to cut
wiring or do whatever else it considers necessary to remove the danger,
annoyance or electrical interference with apparatus in any part of the Building
and/or the Project.  Each wire installed
by the Tenant must be clearly tagged at each distributing board and junction
box and elsewhere where required by the Landlord, with the number of the office
to which such wire leads and the purpose for which it is used, together with the
name of the Tenant or other concern, if any, operating or using it.


 


8.             A directory may be provided by the Landlord on the
ground floor of the Building or elsewhere within the Project, on which the
Tenant’s name may be placed.


 


9.             The Landlord shall in no event be responsible for
admitting or excluding any person from the Premises.  In case of invasion, hostile attack,
insurrection, mob violence, riot, public excitement or other commotion,
explosion, fire or any casualty, the Landlord shall have the right to bar or
limit access to the Project to protect the safety of occupants of the Project,
or any property within the Project.


 


10.           The use of any area within the
Project as sleeping quarters is strictly prohibited at all times.


 


11.           The Tenant shall keep the windows and
doors of the Premises (including those opening on corridors and all doors
between rooms entitled to receive heating or air conditioning service and rooms
not entitled to receive such service) closed while the heating or
air-conditioning system is operating, in order to minimize the energy used by,
and to conserve the effectiveness of, such systems.  The Tenant shall comply with all reasonable rules and
regulations from time to time promulgated by the Landlord with respect to such
systems or their use.


 


12.           The Landlord shall have the right to
prescribe the weight and position of inventory and of other heavy equipment or
fixtures, which shall, if considered necessary by the Landlord, stand on plank
strips to distribute their weight.  Any
and all damage or injury to the Project arising out of the Tenant’s equipment
being on the property shall be repaired by the Tenant at its expense.  The Tenant shall not install or operate any
machinery whose installation or operation may affect the structure of the
Building without first obtaining the Landlord’s written consent thereto, and
the Tenant shall not install any other equipment of any kind or nature
whatsoever which may necessitate any change, replacement or addition to, or in
the use of, the water system, the heating system, the plumbing system, the
air-conditioning system or the electrical system of the Premises, the Building
or the Project without first obtaining the Landlord’s written consent
thereto.  Business machines and
mechanical equipment belonging to the Tenant which cause noise or vibration
that may be transmitted to the structure of the Building, any other buildings
on the Project or any space therein to such a degree as to be objectionable to
the Landlord or to any tenant, shall be installed and maintained by the Tenant,
at


 


43





















 


its expense, on
vibration eliminators or other devices sufficient to eliminate such noise and
vibration.  The Tenant shall remove
promptly from any sidewalks and other areas on the Project any of the Tenant’s
furniture, equipment, inventory or other material delivered or deposited there.


 


13.           The Tenant shall not place or permit
its agents, employees or invitees to place any thing or material on the roof or
in the gutters and downspouts of the Building or cut, drive nails into or
otherwise penetrate the roof, without first obtaining the Landlord’s written
consent thereto.  The Tenant shall be
responsible for any damage to the roof caused by its employees or
contractors.  The Tenant shall indemnify
the Landlord and hold the Landlord harmless against expenses incurred to
correct any damage to the roof resulting from the Tenant’s violation of this
rule, as well as any consequential damages to the Landlord or any other tenant
of the Project.  The Landlord shall
repair damage to the roof caused by the Tenant’s acts, omissions or negligence
and the Tenant shall reimburse the Landlord for all expenses incurred in making
such repairs.  The Landlord or its agents
may enter the Premises at all reasonable hours to make such roof repairs.  If the Landlord makes any expenditure or
incurs any obligation for the payment of money in connection therewith,
including but not limited to attorneys’ fees in instituting, prosecuting or
defending any action or proceeding, such sums paid or obligations incurred,
with interest at the rate of twenty percent (20%) per annum, and costs, shall
be deemed to be Additional Rent and shall be paid by the Tenant to the Landlord
within five (5) days after rendition of any bill or statement to the
Tenant therefor.  The Tenant shall not
place mechanical or other equipment on the roof without the Landlord’s prior
written consent, which shall be conditioned in part upon the Landlord’s
approval of the Tenant’s plans and specifications for such installations.  The costs of any roof improvements made
pursuant hereto shall be borne by the Tenant.


 


14.           The Landlord reserves the right to
institute energy management procedures when necessary.


 


15.           The Tenant shall assure that the
doors of the Premises are closed and locked and that all water faucets, water
apparatus and utilities are shut off before the Tenant and its employees leave
the Premises each day.


 


16.           So long as Tenant’s business is not
adversely affected, the Landlord shall have the right to rescind, suspend or
modify these Rules and Regulations and to promulgate such other rules or
regulations as, in the Landlord’s reasonable judgment, are from time to time
needed for the safety, care, maintenance, operation and cleanliness of the
Building or the Project, or for the preservation of good order therein.  Upon the Tenant’s having been given notice of
the taking of any such any action, the Rules and Regulations as so
rescinded, suspended, modified or promulgated shall have the same force and
effect as if in effect at the time at which the Tenant’s lease was entered into
(except that nothing in the Rules and Regulations shall be deemed in any
way to alter or impair any provision of such lease).


 


17.           Nothing in these Rules and
Regulations shall give any tenant any right or claim against the Landlord or
any other person if the Landlord does not enforce any of them against any other
tenant or person (whether or not the Landlord has the right to enforce them
against


 


44





















 


such tenant or
person), and no such non-enforcement with respect to any tenant shall
constitute a waiver of the right to enforce them as to the Tenant or any other
tenant or person.


 


18.           In any instance in which the Landlord’s
prior consent or approval is required, the consent or approval shall not be
unreasonably withheld by Landlord.


 


45





















 


Exhibit E


 


Collateral Assignment of Lease
Form


 


46





















 


COLLATERAL ASSIGNMENT OF LEASE


 


THIS
COLLATERAL ASSIGNMENT OF LEASE (“Assignment”) is made
as of the date of the last signature below, among (1) K.P. SPORTS, INC., a Maryland corporation (“Assignor”), having an address c/o Under
Armour Performance Apparel, 1600 Bush Street, Baltimore, Maryland 21230, (2) PRUDENT CAPITAL I, LP, a Maryland limited
partnership (the “Assignee”)
having an address at
                                                                ,
and (3) HULL POINT, LLC (“Landlord”) having an
address at Tide Point, 1040 Hull Street, Baltimore, Maryland 21230.


 


WHEREAS,
Assignor is the tenant under the certain Lease dated
                            ,2002
and leases from Landlord a rentable area of approximately 20,000 square feet
(subject to measurement as provided in the Lease) located on the third (3rd)
floor in The Ivory Building, 1020 Hull Street, Baltimore, Maryland 21230 ( the “Premises”); and


 


WHEREAS,
Assignor, Assignee and others entered into an Loan Agreement of even date
herewith (the “Loan
Agreement”), pursuant to which Assignee has agreed to make an
investment in Assignor, such investment to be evidenced by, among other things,
issuance to Assignee of a certain Note in the aggregate principal amount of
Three Million Dollars ($3,000,000) (the “Note”);
and


 


WHEREAS,
as a condition of advancing all or a portion of such investment, Assignee
requires that Assignor enter into this Assignment.


 


NOW,
THEREFORE, for and in consideration for the making of the
investment by Assignee, or any portion thereof which may be disbursed, the
parties hereto hereby agree as set forth below.


 


1.             Definitions.  As used herein, the term “Lease” shall refer, collectively, to the
Lease and any modifications, extensions or renewals thereof, or any
substitutions or replacements therefor. 
Additionally, any capitalized term used herein and not otherwise defined
herein shall have the meaning given to it in the Loan Agreement.


 


2.             Collateral Assignment.  To secure the performance
by Assignor of the Obligations, Assignor does hereby collaterally assign,
transfer and set over unto Assignee, with the right to reassign (subject to
Landlord’s consent, to the extent required under the Lease), all of its right,
title and interest in and to the Lease and in and to the Premises, upon the
terms and conditions set forth herein.


 


3.             Retained Rights of Assignor.  Assignor shall retain the
right to possession of the Premises subject to the Lease in accordance with the
terms and conditions in the Lease until the occurrence of an Event of Default
under the Loan Agreement.


 


4.             Assignee’s Rights and
Remedies.  Upon the
occurrence of an Event of Default under the Loan Agreement, Assignee shall have
the following rights and remedies, in addition to those existing at law or in
equity:


 


47





















 


(A)          Assignee may, at its
option, upon written notice to Landlord and Assignor, assume the Lease and
occupy the Premises.  Upon exercise of
this option, Assignee shall be deemed to be substituted as the tenant under the
Lease in the place and stead of Assignor and shall be deemed to have assumed
expressly all of the terms, covenants and obligations of the Lease theretofore
applicable to Assignor and shall likewise be entitled to enjoy all of the
rights and privileges granted to Assignor under the terms and conditions of the
Lease.  Notwithstanding the foregoing, in
the event Assignee exercises its rights under this section, Assignor shall
remain obligated under the Lease; it being understood and agreed that any
security deposit by Assignor shall remain the property of Assignor;


 


(B)          Assignee may, at its
option, reassign, by public or private sale, all its rights herein to
possession of the leasehold.  If Assignee
exercises its right to reassign through public sale, such sale shall be
conducted according to the Applicable UCC and shall be made only to a
commercially reasonable tenant.  If
reassignment is made through a private sale, it shall likewise be conducted
according to the Applicable UCC.  All
prospective tenants shall be subject to the prior written approval of Landlord,
which shall not be unreasonably withheld. 
In any reassignment, the new tenant shall be bound by all terms of the
reassigned Lease and shall be required as a condition of sale to provide the
security deposit originally provided for in the Lease.  In the event of a reassignment hereunder,
Assignor shall remain liable to Landlord for all damages (including reasonable
attorneys’ fees) sustained by Landlord; and


 


(C)          So long as Assignee shall not have
exercised its option to take possession of the Premises under the foregoing
provisions, Assignee shall not be liable for rent or any other obligations
under the Lease, and Assignor shall remain liable for such rent and obligations.  Assignor shall be liable to Assignee for all
payments made by Assignee for rent and other Lease obligations.  Such sums shall be secured by all of the
Collateral securing the Loan as provided in the Loan Documents and shall bear
interest at the accrual rate payable on the Loan as provided in the Note.  The parties acknowledge that such payments
may include the reasonable expenses of foreclosure.


 


5.             Landlord’s Covenants.   Landlord joins in this Assignment to indicate
its consent to the collateral assignment herein made by Assignor to Assignee,
with the right to reassign (subject to Landlord’s consent, to the extent
required under the Lease) under the terms and conditions set forth above, and
hereby:


 


(A)          Certifies that, as of the date hereof,
to the best of Landlord’s knowledge, Assignor is not in default under any terms
of the Lease;


 


(B)          Agrees with Assignor
and Assignee that, in the event of any default under the Lease, Landlord will
provide to Assignee the same notice and opportunity to cure with respect to
such default as is currently provided to Assignor under the Lease; and so long
as Assignee has not entered into possession of the Premises subject to the
Lease, it shall not be liable for rent or any other obligations of Assignor
under the Lease, and Assignor shall remain liable for all such rents and
obligations;


 


(C)          Fully subordinates any lien of
Landlord on, any right of distraint, or any right of Landlord to claim against,
any of the property of Assignor securing the Loan as provided


 


48





















 


in the Loan
Documents to the liens and security interests securing the Obligations until
full satisfaction thereof;


 


(D)          Certifies that Landlord has full power
and authority to execute and deliver this instrument and to lease the Premises;
and


 


(E)           Certifies that none of Assignor’s
removable property situated in the Premises or any removable improvements made
by Assignor in the Premises constitutes a “fixture” under applicable law or
constitutes any part of the real estate of Landlord, and that all such property
and improvements have been placed in the Premises or on the property thereat
with the agreement and understanding that such property may be removed
therefrom at the expiration or termination of the Lease in accordance with the
terms of the Lease.  Notwithstanding the
foregoing, any and all tenant improvements constructed by Landlord at the
Premises and any all workstations and accompanying furniture designated for use
by Assignor during the Lease term shall remain the property of Landlord and
shall not in any event be removed from the Premises.


 


6.             Controlling Law.  This Assignment shall be
governed by, and interpreted and construed in accordance with, the internal
laws of the State of Maryland (without regard to its conflicts of law
principles).


 


7.             Counterparts.  This Assignment may be executed by
the parties in one or more counterparts, each of which shall be binding against
the signatory and all of which taken together shall constitute one instrument.


 


49





















 


IN WITNESS WHEREOF,
the parties hereto have executed this Collateral Assignment of Lease as of the
day and year written below.


 


	
   

  	
  “ASSIGNOR”:

  
	
   

  	
   

  
	
   

  	
  K.P. SPORTS, INC.,

  
	
   

  	
  a Maryland corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “ASSIGNEE”:

  
	
   

  	
   

  
	
   

  	
  PRUDENT CAPITAL I, LP,

  
	
   

  	
  a Maryland limited partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Prudent Capital Management, L.L.C.,

  a Maryland limited liability company,

  Its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Steven J. Schwartz, Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “LANDLORD”:

  
	
   

  	
   

  
	
   

  	
  HULL POINT, LLC,

  
	
   

  	
  a Maryland limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Locust Tide Point LLC, Managing Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  LTP Management LLC, its Managing Member,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  (SEAL)

  
	
   

  	
   

  	
  Carl W. Struever

  
	
   

  	
   

  	
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
													



 


50





















 


Exhibit F


 


FORMS


 


FIRST AMENDMENT TO LEASE


 


THIS FIRST AMENDMENT TO
LEASE is made on this
                 
day of
                         
by and between                                                  ,a
Maryland limited liability company (the “Landlord”), and
         a                                                                                                       (the’
“Tenant”).


 


A.                                   Landlord
and Tenant are parties to a Lease dated
                      ,
with respect to approximately
            square feet
of space (the “Premises”) at the mixed use retail/office project located in
Baltimore Maryland at                                       
Street known as                                                   
(the “Lease”).


 


B.                                     The
parties have agreed to amend the Lease to provide that (i) Landlord will
construct and own certain additional improvements to the Premises and (ii) in
return for Landlord undertaking such additional work the rent under the Lease
shall increase as provided herein.


 


NOW THEREFORE, in
consideration of the foregoing and for other good and valuation consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree to amend the Lease as follows:


 


1.                                       Construction
of Improvements.  Landlord shall, in
addition to the improvements to be constructed by Landlord as currently
provided in the Lease, construct the improvements to the Premises as described
on Exhibit A attached hereto (the “Additional Improvements”).  All such work shall be undertaken in a good
and workmanlike manner in accordance with plans and specifications approved by
both Landlord and Tenant and otherwise as provided in the Lease.


 


2.                                       Ownership
of Improvements.  All Additional
Improvements to be constructed by Landlord as described in Exhibit A shall
be the property of the Landlord.  If any
of such Additional Improvements are damaged by fire and other casualty and the
Landlord is required under the Lease to restore, such restoration obligation
shall extend to the Additional Improvements.


 


51





















 


3.                                       Increased
Rent.  Notwithstanding Section
         of the Lease, the Base Rent
under the Lease shall be increased by the amount of the “Increased TI Rent” as
provided below:


 


	
  Period

  	
   

  	
  Base Rent

  	
   

  	
  Increased TI Rent

  	
   

  	
  Total

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4.                                       Liability
for Increased TI Rent. 
Notwithstanding anything herein or the Lease to the contrary, if Tenant
shall fail to make any payment of the Increased TI Rent to Landlord hereunder,
Landlord’s sole and exclusive remedy as to such default alone shall be to
credit the amount of such delinquent Increased TI Rent payment against the debt
service payment owed under that certain promissory note dated                                    
by Landlord, as maker, to Tenant, as payee.


 


5.                                       No
Other Amendments.  Except as provided
herein, the terms and conditions of the Lease remain unmodified and in full
force and effect.


 


IN WITNESS WHEREOF, the
parties have executed this First Amendment to Lease as of the day and year
first above written.


 


 


	
  WITNESS/ATTEST:

  	
   

  	
  [LANDLORD]

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [TENANT]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
							



 


52





















 


PROMISSORY NOTE


 


	
  $

  	
   

  	
   

  	
   

  
	
  Baltimore,
  Maryland

  



 


FOR VALUE RECEIVED, [name
of Landlord] (the “Borrower”) promises to pay to the order of [name of Tenant
(the “Lender”), its successors and assigns, and any subsequent holder of this
Note, the aggregate principal amount of $                                                     
(the “Principal Amount”) together with interest on the unpaid balance of the
Principal Amount.


 


Interest shall not begin
to accrue on this Note until the Interest Commencement Date, which shall be the
date the Lender commences payment of rent under that certain Lease dated                                                                                   
as amended, for space in the improvements located at                                                     
in Baltimore, Maryland (the “Lease”). 
Commencing on first day of the month next following the Interest
Commencement Date and continuing on the first day of each month thereafter,
Borrower shall pay to Lender principal and interest, in equal monthly installments
of $                                                     
until the maturity of this Note, at which time all unpaid interest accrued
through the date of such maturity shall be paid in full by the Borrower to the
Lender.  Such payment represents a level
monthly payment of principal and interest at ten percent
(                    %)
per year over a                                               
month amortization period.  Unless sooner
paid, the unpaid Principal Amount, together with interest accrued and unpaid
thereon, shall be due and payable in full on the first day of the                         
th month after the Interest Commencement Date.


 


Borrower’s failure to pay
any monthly installment of Principal and Interest when due hereunder shall
constitute a default under this Note (“Default”).  Upon the occurrence of a Default, the Lender’s
sole and exclusive remedy (and notwithstanding any restrictions in the Lease
regarding rent offset) shall be to offset against each monthly installment of
rent due under the Lease and any amendments thereto, the amount of any such
unpaid monthly installment due hereunder. 
The Lender shall have no right to accelerate the payment of the
indebtedness hereunder in the event of any Default.


 


All payments and
prepayments of the Principal Amount, interest thereon and any other amounts
payable hereunder shall be paid in lawful money of the United States of America
in immediately available funds during regular business hours of the Lender at                                
or at such other place as the Lender or any other holder of this Note may at
any time or from time to time designate in writing to the Borrower.


 


The Borrower and the
Lender hereby voluntarily and intentionally waive any right they may have to a
trial by jury in any action, proceeding or litigation directly or indirectly
arising out of, under or in connection with this Note.


 


This note shall be
governed and construed under the laws of the State of Maryland, and the
Borrower hereby irrevocably consents and submits to the jurisdiction and venue
of any state or federal court sitting in the State of Maryland over any suit,
action or judicial proceeding brought to enforce or construe this Note or
arising out of or relating to this Note.


 


53





















 


IN WITNESS WHEREOF, the
Borrower has caused this Note to be executed in its name, under its seal and on
its behalf by its duly authorized officers the day and year first written
above.


 


	
  WITNESS/ATTEST:

  	
   

  	
  [LANDLORD]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
					



 


54





















 


GUARANTY


[Applicable where the space lease is a sublease of a master lease]


 


The undersigned                                                                                                     
[name of sublessor], as landlord under the aforementioned Lease, joins herein
to guaranty the payment by the Borrower of all sums due hereunder.  The remedies against the undersigned
guarantor for failure to pay under this Guaranty shall be limited to the right
of the Lender to offset against each monthly installment of rent due under the
Lease and any amendments thereto, the amount of any such unpaid monthly
installment due under the foregoing Note. 
The Lender shall have no right to, accelerate the payment of the
indebtedness hereunder in the event of any Default.


 


	
  :

  	
   

  	
  [NAME OF SUBLESSOR]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DATE:

  	
   

  	
   

  
							



 


55





















 


Exhibit H


 


Subordination, Attornment and
Non-Disturbance Agreement


 


THIS SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE
AGREEMENT (“Agreement”) is made and entered into as of the          
day of                        ,
2002, by and, between                                         
a national banking association and its successors and assigns (“Mortgagee”),                            
(“Tenant”) and HULL POINT, LLC, a Maryland limited liability company (“Landlord”).


 


R E C I T A L S


 


A.            Mortgagee is the proposed beneficiary under that certain
Indemnity Deed of Trust and Security Agreement (the “Mortgage”), to be
delivered from Landlord, to Mortgagee, encumbering a parcel or parcels of land
and the improvements now existing or hereafter erected thereon (the “Mortgaged
Premises”) in the State of Maryland which Mortgaged Premises is more
particularly described in Exhibit A attached hereto and made a part
hereof by reference.


 


B.            Landlord and Tenant have previously entered into a
certain Lease Agreement (the “Lease”) dated                                                   
whereby Landlord has demised to Tenant certain space (the “Demised Premises”)
in the Mortgaged Premises as further described in the Lease.


 


C.            As a condition precedent to the loan (the “Loan”) from
Mortgagee to The Thirteen Eleven Corporation, a Maryland corporation (the
proceeds of which Loan will be reloaned by Borrower to Landlord), Landlord will
conditionally assign to Mortgagee, on the date of closing of the Loan, by a
certain Assignment of Leases and Rents (the “Lease Assignment”), all of
Landlord’s interest in the Lease and all rents, rentals, fees, profits,
payments and other sums of money now or hereafter arising therefrom.


 


D.            Tenant and Mortgagee desire to confirm certain agreements
and understandings with respect to the Lease.


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth herein and for Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Mortgagee and Tenant hereby covenant and agree as follows:


 


1.             The Lease is and shall be subject and subordinate in all
respects to the Mortgage and to all extensions, renewals and modifications of,
or substitutions for, the same.


 


2.             So long as Tenant complies with this Agreement and is
not in default (beyond any period provided Tenant under the Lease to cure such
default) in the payment of rent or additional rent or other sums as provided in
the Lease, or in the performance or observance of any other term, covenant or
condition of the Lease on Tenant’s part to be performed or observed, then,
except in accordance with the terms of the Lease:  (a) Tenant’s possession of the Demised
Premises and Tenant’s rights, and privileges under the Lease, or any
extensions, renewals or


 


56





















 


modifications
thereof, or substitutions therefore, shall not be diminished or interfered with
by Mortgagee, (b) Tenant’s occupancy of the Demised Premises shall not be
disturbed by Mortgagee for any reason whatsoever during the term of the Lease
or any extensions, renewals or modifications thereof, or substitutions
therefore, and (c) Mortgagee will not join Tenant as a party defendant in
any action or proceeding for the purpose of terminating Tenant’s interest and
estate under the Lease because of any default under the Mortgage or the Lease
Assignment.


 


3.             Tenant agrees that, without Mortgagee’s prior written
consent, Tenant will not prepay by more than one (1) month any rent or
additional rent or other sums due or to become due under the Lease, and Tenant
will not hereafter alter, amend or modify the Lease.


 


4.             If the Demised Premises shall be transferred by reason
of foreclosure of the Mortgage or by deed in lieu of foreclosure, or if in any
other manner the Demised Premises shall be owned by Mortgagee, by any other
person or entity owned in whole or in part by Mortgagee, or by such other
person or entity designated by Mortgagee (Mortgagee, the foreclosure purchaser,
owner, mortgagee, or such other person or entity being hereinafter referred to
as “New Owner”), or if in any other way such New Owner succeeds to the interest
of Landlord under the Lease, then:


 


(a)           Tenant shall be bound under all of
the terms, covenants and conditions of the Lease for the balance of the term
thereof remaining, and any extensions or renewals thereof which may be effected
in accordance with any option contained in the Lease, with the same force and
effect as if the New Owner were the original landlord under the Lease, and
Tenant hereby attorns to the New Owner as its landlord, such attornment to be
effective and self-operative without the execution of any further instruments
on the part of any of the parties hereto immediately upon the New Owner’s
succeeding to the interest of Landlord under the Lease; provided, however,
that Tenant shall be under no obligation to pay rent or additional rent (or
other sums payable under the Lease) to the New Owner or any subsequent owner
until Tenant receives written notice from the New Owner that the New Owner has
succeeded to the interest of Landlord under the Lease or that the New Owner has
exercised its right to receive payment of the rent and additional rent (and/or
other sums) pursuant to the provisions of the Mortgage and/or the Lease
Assignment; and


 


(b)           Upon the request of the New Owner,
Tenant will execute a written agreement whereunder Tenant attorns to the New
Owner and affirms Tenant’s obligations under the Lease and agrees to pay all
rentals, additional rentals and other sums due or to become due under the Lease
as they shall become due and payable to the New Owner; and


 


(c)           The New Owner shall be bound to
Tenant under the terms of the Lease; provided, however, that, in no event,
shall the New Owner:  (i) be liable
to Tenant for any act or omission of any prior landlord, (ii) be subject
to any offset or defense which Tenant might have against any prior landlord, (iii) be
bound by any previous amendment or modification of the Lease or by any previous
payment of rent or additional rent (or other sums) for a period a greater than
one (1) month unless such amendment, modification or prepayment shall have
been expressly approved in writing by the Mortgagee, (iv) be liable to
Tenant for any liability or obligation of any prior landlord occurring prior to
the date that the New Owner or any subsequent owner acquires title to the
Demised Premises, (v) be liable to Tenant for any security or other
deposits given to secure


 


57





















 


the performance of
Tenant’s obligations under the Lease, except to the extent that the New Owner
shall have acknowledged actual receipt of such security or other deposits in
writing, or (vi) be liable for any obligations of landlord under the Lease
relating to any period after the New Owner shall have transferred title to any
third party.


 


5.             From and after the date hereof, Tenant agrees to send to
Mortgagee a copy of any notice or statement under the Lease at the same time
Tenant sends any such notice or statement to Landlord under the Lease.


 


6.             Tenant hereby agrees that from and after the date hereof
in the event of any act or omission by Landlord under the Lease which would
give Tenant the right, either immediately or after the lapse of a period of
time, to terminate the Lease, or to claim a partial or total eviction, Tenant
will not exercise any such right (a) until it has given written notice of
such act or omission to Mortgagee by delivering such notice of such act or
omission by certified or registered mail, return receipt requested, addressed
to Mortgagee, at Mortgagee’s address as set forth herein, or at the last
address of Mortgagee furnished to Tenant in writing, and (b) until a
reasonable period, of time for remedying such act or omission shall have lapsed
following the giving of such notice and following the time when Mortgagee shall
have become entitled under the Mortgage to remedy the same.


 


7.             Nothing contained in this Agreement shall in any way
impair, diminish or otherwise affect in any manner the lien created by the
Mortgage, except as specifically set forth herein.


 


8.             Tenant shall not change the terms, covenants, conditions
and agreements of the Lease in a manner which reduces the rent or other charges
payable or space demised thereunder or has an adverse effect upon the value of
the Landlord’s interest thereunder without the express consent in writing of
Mortgagee.


 


9.             Anything herein or in the Lease to the contrary
notwithstanding, in the event that a New Owner shall succeed to the interests
of the Landlord under the Lease, the New Owner shall have no obligation, nor
incur any liability, beyond its then interest, if any, in the Mortgaged
Premises and Tenant shall look exclusively to such interest of the successor,
if any, in the Mortgaged Premises for the payment and discharge of any
obligations imposed upon the New Owner hereunder or under the Lease and the New
Owner is hereby released or relieved of any other liability hereunder and under
the Lease.  Tenant agrees that with
respect to any judgment which may be obtained or secured by Tenant against the
New Owner, Tenant shall look solely to the estate or interest owned by the New
Owner in the Mortgaged Premises and Tenant will not collect or attempt to
collect any such judgment out of any other assets of the New Owner.


 


10.           No modification, amendment, waiver or
release of any provision of this Agreement or any right, obligation, claim or
cause of action arising hereunder shall be valid or binding for any purpose
whatsoever unless it is in writing and duly executed by the party against whom
the same is sought to be asserted.


 


11.           Tenant agrees that this Agreement
satisfies any condition or requirement in the Lease relating to the granting of
a non-disturbance agreement.


 


58





















 


12.           Tenant certifies that the Lease is
presently in full force and effect and unmodified and no rent payable
thereunder has been paid more than one (1) month in advance of its due
date, and that no default by Tenant exists under the Lease which has continued
beyond the expiration of any applicable grace period.


 


13.           Tenant and Mortgagee each hereby
forever waive the provision of any statute or rule of law now or hereafter
in effect which may give or purport to give Mortgagee or Tenant any right
(other than in accordance with the express terms of the Lease), to terminate or
otherwise adversely affect the Lease and the respective obligations of the
Landlord and Tenant thereunder in the event that any foreclosure proceeding is
prosecuted or completed or any other right is asserted under the Mortgage.


 


14.           This Agreement shall become effective
upon the closing of the Loan and the recording of the Mortgage securing
Mortgagee herein and shall not be recorded by Landlord and/or Tenant prior to
the date of its effectiveness:


 


15.           In the event of a foreclosure, all
rights of first refusal, options to purchase, or similar rights in favor of the
Tenant and relating to the Demised Premises or the Mortgaged Premises provided
for in the Lease shall terminate.


 


16.           This Agreement shall be governed in
all respects by the laws of the State of Maryland and shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, personal representatives, successors and assigns.


 


17            This Agreement may be executed in any number of
counterparts, each of which, when taken together, shall together constitute one
and the same instrument.


 


59





















 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement or have caused the same to be executed by their representative
thereunto duly authorized.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  HULL POINT, LLC

  
	
   

  	
   

  
	
  WITNESS:

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:  Carl W. Struever

  
	
   

  	
   

  	
  Title:  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
  WITNESS:

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MORTGAGEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
  WITNESS:

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
																							



 


60





















 


STATE OF


COUNTY OF


 


On this
         day of
                   
2002, before me                                                           ,
the undersigned officer, personally appeared                                                 ,
managing member of Locust Tide Point LLC, a Maryland limited liability company,
and known to me (or satisfactorily proven) to be the person whose name is
subscribed to the within instrument, and on behalf of said company,
acknowledged that he, on behalf of said company, in its capacity as managing
member of Hull Point LLC, a Maryland limited liability company, executed the
foregoing instrument for the purposes therein contained.


 


In witness whereof I
hereunto set my hand and official seal.


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


 


STATE OF


COUNTY OF


 


On this
            day of
                        
2002, before me                                                           ,
the undersigned officer, personally appeared
                                                    ,
                              
of
              ,
a national banking association, and known to me (or satisfactorily proven) to
be the person whose name is subscribed to the within instrument, and on behalf
of said company, acknowledged that he, on behalf of said company, executed the
foregoing instrument for the purposes therein contained.


 


In witness whereof I
hereunto set my hand and official seal.


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


61





















 


STATE OF


COUNTY OF


 


On this
          day of
                     
2002, before me
                                                     ,
the undersigned officer, personally appeared                                                               ,
                                                
of
                          ,
a national banking association, and known to me (or satisfactorily proven) to
be the person whose name is subscribed to the within instrument, and on behalf
of said bank, acknowledged that he, on behalf of said bank, executed the
foregoing instrument for the purposes therein contained.


 


In witness whereof I
hereunto set my hand and official seal.


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


62





















 


EXHIBIT A


 


[PLAT OF MORTGAGED PREMISES]


 


63