FIRST AMENDMENT TO ACQUISITION AND DEVELOPMENT AGREEMENT

Exhibit 10.2

FIRST AMENDMENT TO ACQUISITION AND DEVELOPMENT AGREEMENT

THIS FIRST AMENDMENT TO ACQUISITION AND DEVELOPMENT AGREEMENT (“ Amendment ”) is dated this 24 ^th day of March, 2005 by and between PHILADELPHIA AUTHORITY FOR INDUSTRIAL DEVELOPMENT , a body politic and corporate existing under the laws of the Commonwealth of Pennsylvania (“ PAID ”), party of the first part, and URBAN OUTFITTERS, INC ., a Pennsylvania corporation, or its permitted assignees or nominees (“ Urban ”), party of the second part.

BACKGROUND

WHEREAS, PAID is the developer of a mixed-use business center located at the southern tip of the City of Philadelphia, at the confluence of the Delaware and Schuylkill Rivers, commonly known as The Navy Yard (the “ Navy Yard ”); and

WHEREAS, PAID and Urban entered into a certain Acquisition and Development Agreement dated November 15, 2004 (the “ Acquisition Agreement ”) pursuant to which PAID agreed to sell to Urban, and Urban agreed to purchase from PAID, fee simple title to Building 7, Building 12, Building 15, Building 139, and Building 543 within the Navy Yard, as more particularly described in the Acquisition Agreement (collectively, the “ Purchased Property ”); and

WHEREAS, pursuant to the Acquisition Agreement, PAID and Urban agreed to enter into certain Lease Agreements (individually, a “ Lease ” and collectively, the “ Leases ”) for Building 10 (“ Building 10 ”) and Building O within the Navy Yard, as more particularly described in the Acquisition Agreement (collectively, the “ Leased Property ”); and

WHEREAS, pursuant to the Acquisition Agreement, PAID and Urban agreed to enter into a certain Option to Purchase Agreement (the “ Building 25/41 Option to Purchase Agreement ”) with respect to Building 25 and Building 41 within the Navy Yard, as more particularly described in the Acquisition Agreement (the “ Option Property ” or “ Buildings 25/41 ”); and

WHEREAS, pursuant to the Acquisition Agreement, PAID and Urban agreed to enter into a certain Option to Purchase Agreement (the “ Building 10 Option to Purchase Agreement ”) with respect to Building 10 within the Navy Yard, as more particularly described in the Acquisition Agreement; and

WHEREAS, pursuant to the Acquisition Agreement, PAID and Urban agreed to enter into a certain Option to Lease Agreement (the “ Option to Lease Agreement ”) with respect to Building P, as more particularly described in the Acquisition Agreement (the “ Option to Lease Property ” or “ Building P ”); and

WHEREAS, pursuant to the Acquisition Agreement, PAID and Urban agreed to enter into a certain ROFO Agreement with respect to Building 3, as more particularly described in the Acquisition Agreement (the “ ROFO Property ” or “ Building 3 ”); and

WHEREAS, PAID and Urban intend by this Amendment to confirm the satisfaction and waiver of certain conditions precedent to closing under the Acquisition Agreement, to confirm the addition of exhibits to the Acquisition Agreement, and to make certain modifications to the Acquisition Agreement, upon the terms and conditions contained herein.

NOW THEREFORE, in consideration of the covenants and provisions contained herein, and subject to and in accordance with all terms, conditions, limitations and exceptions provided herein, PAID and Urban, intending to be legally bound, hereby agree as follows:

1. Capitalized Terms . Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Acquisition Agreement.

2. Measurement of Buildings .

(a) Pursuant to Section 1.3.4 of the Acquisition Agreement, Urban has measured the square footage for Buildings 10, 7, 12, 15, 543 and 139. PAID and Urban acknowledge and agree that the following shall be the square footages of such Buildings for the purposes of the calculation of CAM, and with respect to Building 10, the base rent payable under the Lease for Building 10:

(b) With respect to Building 3 and Buildings 25/41, Urban shall have the right to remeasure the square footages of such Buildings, using the measurement parameters set forth in Section 1.3.4 of the Acquisition Agreement, if and when Urban exercises its option to purchase such Buildings pursuant to the Building 25/41 Option to Purchase Agreement and the Building 3 Option to Purchase Agreement (as hereinafter defined).

(c) With respect to Building P, Urban shall have right to measure the square footages of such Building, using the measurement parameters set forth in Section 1.3.4 of the Acquisition Agreement, if and when Urban elects to lease Building P in accordance with the Option to Lease Agreement.

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(d) With respect to Building O, Urban shall have the right to measure the square footage of such Building, using the measurement parameters set forth in Section 1.3.4 of the Acquisition Agreement, in accordance with the Lease for Building O.

(e) The square footage of Buildings 25/41, Building 3, Building P, and Building O, if measured by Urban in accordance with this Section 2, shall then be used for the purposes of the calculation of CAM for each of such Buildings, the base rent for Building O, and the purchase price for Buildings 25/41 and Building 3.

3. Acknowledgement Regarding Exhibits and Schedules .

(a) PAID and Urban acknowledge and agree that certain agreements were to be agreed upon during the Due Diligence Period and thereafter attached as Schedules to the Acquisition Agreement. PAID and Urban acknowledge and agree that the following agreements have been agreed upon by PAID and Urban and are deemed to be attached to the Acquisition Agreement:

(b) A new schedule to the Acquisition Agreement entitled “View Vista Area” is attached to this Amendment as Exhibit “A” and is deemed attached to the Acquisition Agreement as Schedule 7.2.7 .

(c) A new schedule to the Acquisition Agreement entitled “Shuttle Bus Schedule” is attached to this Amendment as Exhibit “B” and is deemed attached to the Acquisition Agreement as Schedule 9.1.4 .

4. Aphton Lease . PAID and Urban acknowledge and agree that Aphton has vacated the Aphton Space. PAID represents and warrants to Urban that Aphton has no claims to or rights of possession in and to the Aphton Space. Based upon the foregoing, Urban acknowledges and agrees that PAID has satisfied its obligation to deliver Building 10 free and clear of the Aphton Lease and any claims to or rights of possession in and to the Aphton Space in favor of Aphton, as required by Section 2.1.2 of the Acquisition Agreement, but subject to the completion of the demolition of the Aphton Space as provided in Section 11 of this Agreement.

5. Building O and Building P . In accordance with Section 2.1.3 of the Acquisition Agreement, Urban has advised PAID that Urban has elected to lease Building O, and that Urban

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has elected an option to lease Building P. PAID and Urban have agreed upon the descriptions of Tract O and Tract P, which are attached as exhibits to the Lease for Building O and the Option to Lease Agreement for Building P, respectively.

6. ROFO Property . While the Acquisition Agreement contemplated that PAID and Urban would enter into a Right of First Offer Agreement with respect to the ROFO Property (Building 3), PAID and Urban acknowledge and agree that they have instead decided to enter into an Option Agreement for Building 3 (the “ Building 3 Option to Purchase Agreement ”), which Building 3 Option to Purchase Agreement has been agreed upon by Urban and PAID. Urban’s rights of setoff or credit on account of a purchase price for an Option Property and/or the ROFO Property as described in Section 11.5(c) of the Acquisition Agreement shall necessarily include the purchase prices for (a) Buildings 25/41 under the Building 25/41 Option to Purchase Agreement, (b) Building 10 under the Building 10 Option to Purchase Agreement, (c) Building 3 under the Building 3 Option to Purchase Agreement, and (d) the purchase price for the “11 ^th Street Parcel” (as that term is defined in the Parking Term Sheet, as such term is hereinafter defined) pursuant to a purchase option with respect thereto as more fully described in the Parking Term Sheet.

7. Plans .

(a) PAID and Urban acknowledge and agree that Urban has presented PAID with concept plans for the Purchased Property and for the fit-out of Building 10 entitled “Urban Outfitters Schematic Design Package and Site Schematic Design” prepared by Meyer, Scherer & Rockcastle, Ltd, dated February 25, 2005 (the “ Concept Design Package ”) and PAID has provided written comments to the Concept Design Package. Urban has advised PAID that the Concept Design Package has not yet been approved by Urban and that Urban may revise the Concept Design Package and thereafter will prepare schematic plans and specifications for the Purchased Property and the fit-out of the Leased Property, which shall be considered the “Plans” as such term is used in the Acquisition Agreement. PAID shall have the right to approve such Plans for the Purchased Property and the Leased Property in accordance with and as limited by Section 6.2.2 of the Acquisition Agreement. PAID and Urban agree to specifically identify the final Plans with respect to each Purchased Property and each Leased Property by written acknowledgement executed by both parties.

(b) Notwithstanding anything contained in Section 6.2.2, Section 9.2 or any other provision of the Acquisition Agreement to the contrary, it is specifically understood and agreed that Urban’s obligation to prepare Plans, and PAID’s right of approval with respect thereto, shall be based upon and limited to the criteria set forth in Section 6.2.2 of the Acquisition Agreement and shall apply to each of the Purchased Property, each of the Leased Property, and if such option is exercised and closing thereunder is completed, as to each of the Option Property (including Building 3).

(c) Urban’s obligations with respect to the Plans as set forth in this Section 7 and in the Acquisition Agreement shall be a Surviving Obligation of Urban.

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8. Other Urban Covenants – Schedule and Construction .

(a) Notwithstanding anything contained in Section 6.2.3 or any other provision of the Acquisition Agreement to the contrary, it is specifically understood and agreed that Urban’s obligation to prepare the preliminary schedule for construction, phasing and occupancy as set forth in Section 6.2.3 of the Acquisition Agreement, and PAID’s right of approval, if any, with respect thereto, shall be based upon and limited to the criteria set forth in Section 6.2.3 of the Acquisition Agreement and shall apply only to Building O, and if such option is exercised and closing thereunder is completed, as to each of the Option Property (including Building 3). Notwithstanding the foregoing, PAID acknowledges and agrees that Urban has delivered the Urban Schedule (as hereinafter defined) in satisfaction of Urban’s obligation respect thereto under Section 6.2.3 of the Acquisition Agreement, as set forth in Section 20(e) hereof.

(b) Notwithstanding anything contained in Section 6.2.4, Section 9.2 or any other provision of the Acquisition Agreement to the contrary, it is specifically understood and agreed that Urban’s obligation with respect to construction as set forth in Section 6.2.4 of the Acquisition Agreement, shall be performed in accordance with Section 6.2.4 of the Acquisition Agreement and shall apply to each of the Purchased Property, each of the Leased Property, and if such option is exercised and closing thereunder is completed, as to each of the Option Property (including Building 3).

(c) Urban’s obligations with respect to the schedule and construction as set forth in this Section 8 and in the Acquisition Agreement shall be a Surviving Obligation of Urban as to each Property (to the extent the same has not been satisfied as of the date hereof).

9. Subdivision. PAID and Urban acknowledge and agree that (a) they have mutually approved as the “Subdivision Plan” (as defined in Section 6.2.5 of the Acquisition Agreement), entitled “Subdivision Plan – Parcel 5 for Urban Outfitters” prepared by Barton & Martin Engineers, a Division of Vollmer Associates LLP dated February 4, 2005, last revised March 24, 2005, which is deemed attached as Schedule 6.2.5 to the Acquisition Agreement and in each document and instrument with respect to the Closing wherein there is a reference to the Subdivision Plan, such reference shall be deemed to include all revisions through March 24, 2005; (b) the Subdivision Plan shall be recorded at Closing; and (c) Urban has waived its right to extend the Due Diligence Period to the extent that the Subdivision Plan was not final and unappealed, with all appeal periods expired, as of Closing.

10. Public Financing . Urban acknowledges and agrees that PAID has satisfied its obligations with respect to the Public Financing as set forth in Section 7.3 of the Acquisition Agreement.

11. Fit-Out Allowance for Building 10; Demolition of Aphton Space . PAID and Urban acknowledge and agree that, notwithstanding anything contained in Section 7.3.2 of the Acquisition Agreement to the contrary, (a) the Fit-Out Allowance shall be the amount of One Million Four Hundred Thousand ($1,400,000) Dollars, and (b) PAID shall perform and complete the internal demolition of the Aphton Space in Building 10, at PAID’s sole cost and expense, in accordance with the terms and the conditions with respect thereto set forth in the Lease for Building 10, failing which Urban shall have the right to complete such internal demolition and to be reimbursed by PAID for the costs and expenses incurred by Urban with respect thereto as set forth in the Lease for Building 10.

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12. Environmental Remediation Grants . PAID advises Urban that (a) PAID submitted a request to the Commonwealth of Pennsylvania in accordance with Section 7.3.3 of the Acquisition Agreement to identify the availability of any grants which may be available through the Commonwealth of Pennsylvania for environmental remediation; (b) PAID has been advised by the Commonwealth of Pennsylvania that there are no such grants available; (c) PAID has provided Urban with written evidence of PAID’s request as noted under clause (a) above; and (d) PAID has advised Urban orally and by e-mail dated March 7, 2005 of the Commonwealth’s response as noted under clause (b) above. Based upon the foregoing, Urban acknowledges and agrees that PAID has satisfied its obligations pursuant to Section 7.3.3 of the Acquisition Agreement.

13. Shuttle Bus Service . Section 9.1.4 of the Acquisition Agreement shall be deleted in its entirety and is amended and restated as follows:

“PAID, at PAID’s sole cost and expense, shall provide to Urban shuttle bus service between the Pattison Avenue Station of the Broad Pattison Avenue Station of the Broad Street Subway (“ Pattison Avenue Station ”) and a pick-up/drop-off point at the intersection of Broad Street and Kitty Hawk Avenue or Flagship Drive (the “ Bus Stop ”), until such time as the Broad Street Subway may be extended to a point within the PAID Parcel and such subway service is open to the public. The shuttle bus service shall run in accordance with the weekday and weekend schedules attached hereto as Schedule 9.1.4 , as such schedules may be modified by SEPTA or the successor operator of the shuttle bus service. PAID, at its sole cost and expense, shall erect a passenger shelter at the Bus Stop consistent with those bus shelters utilized by SEPTA on the PAID Parcel, within ninety (90) days after Urban provides PAID with a location for such passenger shelter. Urban’s notice regarding such location must be given no later than the date which is three (3) years after the Closing Date.”

Additionally, the phrase “failure to provide shuttle bus service as provided in this Agreement” shall be deleted from Section 11.5(b) of the Acquisition Agreement.

14. Parking .

(a) PAID and Urban acknowledge and agree that they have mutually agreed upon a term sheet with respect to accommodating Urban’s anticipated parking needs with respect to its usage of the Properties, a copy of which is attached hereto and incorporated herein as Exhibit “C” and initialed by the parties (the “ Parking Term Sheet ”). PAID and Urban agree to promptly and expeditiously in good faith negotiate the provisions of such licenses, options and agreements as are necessary to incorporate the terms of the Parking Term Sheet, and such other terms and provisions as may be mutually agreed upon by PAID and Urban with respect thereto, and to execute and deliver in recordable form such licenses, options and agreements within sixty (60) days after the Closing Date. The provisions of this Section 14 shall be deemed Surviving Obligations of both PAID and Urban.

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(b) PAID and Urban agree that the exclusive parking rights granted to Urban pursuant to Section 7.2.7(c) of the Acquisition Agreement shall be set forth in the appropriate Reciprocal Agreement.

15. Delaware River View . Section 7.2.7(e) of the Acquisition Agreement is deleted in its entirety and is amended and restated as follows:

“PAID and Urban acknowledge that a continuation of the present view from each of the Properties to and over the Delaware River for the distance of the frontage of such Properties as shown on the Subdivision Plan which border on the Delaware River and located thereon from Broad Street to Sixteenth Street was one of the considerations of Urban in developing its project at the PAID Parcel (such area being identified on Schedule 7.2.7 as the “ View Vista Area ”). In order to satisfy Urban’s reasonable expectation of this view, and to acknowledge PAID’s right to recapture the Properties pursuant to the Repurchase Agreement (as hereinafter defined), (i) PAID agrees that PAID will use its best efforts in order to preserve Urban’s view to and over the Delaware River for the View Vista Area, subject to the rights of the DRPA under the DRPA Lease. Against this background, PAID agrees not to construct any permanent improvement or reconstruct any existing building above its current elevation in the View Vista Area, without first obtaining the consent of Urban, which consent shall not be unreasonably withheld, conditioned or delayed (which right shall be a covenant to run with the lan