Exhibit 10.18


 


CERTAIN PORTIONS

HEREOF DENOTED WITH “[***]”


HAVE BEEN OMITTED


PURSUANT TO A REQUEST


FOR CONFIDENTIAL TREATMENT


AND HAVE BEEN FILED


SEPARATELY WITH THE


COMMISSION


 


SECOND AMENDMENT TO LEASE


 


THIS
SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made
as of 3-6-03, 2002 by and between HULL POINT, LLC, a Maryland limited liability
company (“Landlord”) and KP SPORTS, INC. a Maryland corporation, d/b/a Under
Armour Performance Apparel (“Tenant”).


 


RECITALS


 


R.1          By that Office Lease dated March 29,
2002, as amended on September 10, 2002 by and between Landlord and Tenant
(the “Original Lease”), Landlord leased to Tenant and Tenant leased from
Landlord certain space containing 31,880 rentable square feet of space on the
third (3rd) floor of The Ivory Building (the “Original Premises”)
located at Tide Point, 1020 Hull Street, Baltimore, Maryland 21230 (the
Original Lease together with this Second Amendment are referred to collectively
as the “Lease”).


 


R.2          Landlord and Tenant desire to amend
the terms and conditions of the Lease to reflect an expansion of the Premises
to include the fourth floor “pop-up” of the Ivory Building consisting of 4,661
rentable square feet (the “pop up” Expansion Space) based on a core factor of
4%.  See Exhibit A. for drawing of
pop-up expansion space.


 


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


 


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


 


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


 


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


 


3.1.          “Pop up”
Expansion Space.


 


(a)           Delivery.  Landlord shall deliver to the Tenant the “pop
up” Expansion Space on March 10, 2003. 
On the date Landlord delivers the Expansion Space to Tenant, the
definition of the term “Premises” shall include the “pop-up” Expansion Space
and the rentable square footage of the Premises shall be increased to 36,541
based on a core factor of [***] percent ([***]%).  Notwithstanding the foregoing, until January 1,
2004 (such time as Tenant commences payments of Base Rent on the entire
Premises), Landlord and Tenant hereby agree that Base Rent for the Original
Premises and the Expansion Space shall be based on a core factor of [***] percent
([***]%).


 


(b)           Rent Commencement.  The Rent Commencement Date for the Expansion
Space shall be March 10, 2003.  As
part of the First Amendment to Lease, Landlord and Tenant 


 


1





















 


created a detailed rent schedule.  The following schedule, which applies only to
the “pop up” Expansion Space, as defined herein and shall be paid to Landlord
in addition to the rent schedule set forth in the First Amendment to
Lease.


 


	
  Lease
  Year

  	
   

  	
  Per Square Foot

  	
   

  	
  Monthly

  	
   

  	
  Annual

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rent
  Commencement Date-04/30/04

  	
   

  	
  $[***] on Pop up
  Expansion Space as defined herein

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  05/01/04-Termination
  Date

  	
   

  	
  $[***] on Pop up
  Expansion Space

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First year of
  Renewal Term (5/1/05-4/30/06)

  	
   

  	
  $[***] on Pop up
  Expansion Space

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SecondYear of
  RenewalTerm (5/1/06-4/30/07)

  	
   

  	
  $[***] on Pop up
  Expansion Space

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  



 


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


 


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


 


3.2.          Parking.  Commencing on March 1, 2003, Tenant
shall be entitled to 14 additional parking spaces to be used on an
non-exclusive basis within the Project. 
Tenant shall be provided an additional reserved spot in the Tide
Building parking lot.  Tenant will have 4
reserved spots in a row.


 


3.3.          Renewal.  Tenant shall have the option to renew the
Term of “pop up” Expansion space Lease for two periods of one (1) year
each (each a “Renewal Term”).  Tenant
shall 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 applicable to the Renewal Term shall be as set forth in the rent schedule set
forth in Section 3(b). In no event shall the Rent for the Renewal Term be
less than the rent in effect at the 


 


2





















 


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.


 


4.             Miscellaneous.


 


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


 


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


 


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


 


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


 


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


 


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


 


3





















 


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


 


	
  WITNESS

  	
  LANDLORD
  

  HULL POINT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  [illegible]

  	
   

  	
  By:

  	
  /s/
  Carl W. Struever

  	
  (SEAL)

  
	
   

  	
   

  	
  Carl
  W. Struever
 Manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  WITNESS

  	
  TENANT
  

  KP SPORTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  [illegible]

  	
   

  	
  By:

  	
  /s/
  J. S. Plank

  	
  (SEAL)

  
	
   

  	
  Name:

  	
  J.S.
  Plank 

  	
   

  
	
   

  	
  Title:

  	
  VP
  Finance

  	
   

  



 


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