Exhibit 10.13
LENDER JOINDER AND ASSUMPTION
AGREEMENT
THIS LENDER JOINDER AND ASSUMPTION
AGREEMENT (this “Joinder”) is made as of
February 13, 2009 (the “Effective Date”) by
Manufacturers and Traders Trust Company, (the “Additional
Lender”).
Background
Reference is made to the Credit
Agreement dated as of January 28, 2009 among Under Armour,
Inc., a Maryland corporation (the “Borrower”), each of
the Guarantors party thereto, the Lenders party thereto, PNC Bank,
National Association, as administrative agent (the
“Administrative Agent”), SunTrust Bank, as Syndication
Agent, and Compass Bank, as Documentation Agent (as the same has
been and may hereafter be modified, supplemented, amended or
restated from time to time, the “Credit Agreement”).
Capitalized terms defined in the Credit Agreement are used herein
as defined therein.
Agreement
In consideration of the
Lenders’ permitting the Additional Lender to become a Lender
under the Credit Agreement to provide a Post-Closing Loan pursuant
to Section 2.4 of the Credit Agreement, the Additional Lender
agrees that effective as of the Effective Date hereof it shall
become, and shall be deemed to be, a Lender under the Credit
Agreement and each of the other Loan Documents and agrees that from
the Effective Date hereof and so long as the Additional Lender
remains a party to the Credit Agreement, such Additional Lender
shall assume the obligations of a Lender under and perform, comply
with and be bound by each of the provisions of the Credit Agreement
which are stated to apply to a Lender and shall be entitled to the
benefits, rights and remedies set forth therein and in each of the
other Loan Documents. The Additional Lender hereby acknowledges
that it has heretofore received a true and correct copy of the
Credit Agreement (including any modifications thereof or
supplements or waivers thereto) as in effect on the Effective Date
hereof and the executed original of its Note dated the Effective
Date hereof issued by the Borrower under the Credit Agreement in
the face amount of $20,000,000.
The Commitments and Ratable Shares
of the Additional Lender and each of the other Lenders are as set
forth on Schedule 1.1(B) to the Credit Agreement.
Schedule 1.1(B) to the Credit Agreement is being amended and
restated effective as of the Effective Date hereof to read as set
forth on Schedule 1.1(B) hereto. Schedule 1 hereto
lists as of the date hereof the amount of Loans under each
outstanding Borrowing Tranche. Notwithstanding the foregoing, on
the date hereof, the Borrower shall repay all outstanding Loans to
which either the Base Rate Option or the LIBOR Rate Option applies
and simultaneously reborrow a like amount of Loans under each such
Interest Rate Option from the Lenders (including the Additional
Lender) according to the Ratable Shares set forth on attached
Schedule 1.1(B) and shall be subject to breakage fees and
other indemnities provided in Section 4.12
[Indemnity].
The Additional Lender is executing
and delivering this Joinder as of the Effective Date and
acknowledges that it shall: (A) share ratably in all Loans
subject to the Base Rate Option borrowed by the Borrower on and
after the Effective Date hereof; and (B) participate in all
new Loans subject to the LIBOR Rate Option borrowed by the Borrower
on and after the Effective Date hereof according to its Ratable
Share.
The remainder of this page is
left blank intentionally.
Signatures follow on next
page.
- 2 -
[SIGNATURE PAGE TO LENDER JOINDER
AND ASSUMPTION AGREEMENT]
IN WITNESS WHEREOF, the Additional
Lender has duly executed and delivered this Joinder as of the
Effective Date hereof.
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MANUFACTURERS
AND TRADERS TRUST COMPANY
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By:
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Name:
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Glenn
A. Page
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Title:
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Vice
President
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[ACKNOWLEDGEMENT PAGE TO LENDER
JOINDER AND ASSUMPTION AGREEMENT]
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ACKNOWLEDGED:
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PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent
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By:
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Name:
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John
Hehir
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Title:
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Senior
Vice President, Corporate Banking
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UNDER
ARMOUR, INC., as Borrower
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By:
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(SEAL)
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Name:
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Brad
Dickerson
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Title:
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Chief
Financial Officer
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SCHEDULE 1.1 (B)
COMMITMENTS OF
LENDERS
Revised Schedule 1.1(B) to Credit
Agreement attached.
SCHEDULE 1.1(B)
COMMITMENTS OF LENDERS AND
ADDRESSES FOR NOTICES
Part 1 - Commitments of
Lenders and Addresses for Notices to Lenders
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Amount
of
Commitment
for Revolving
Credit
Loans
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Ratable
Share
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Name:
PNC Bank, National Association
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$
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50,000,000
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25
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%
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Address:
The PNC Financial Services Group
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2
Hopkins Plaza, 21st Floor
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Baltimore,
MD 21201
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Attention:
John E. Hehir
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Telephone:
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(410)
237 4573
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Telecopy:
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(410)
237 5700
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E-Mail:
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John.Hehir@PNC.com
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Name:
SunTrust Bank
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$
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40,000,000
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20
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%
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Address:
120 East Baltimore St., 25 th
Fl.
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Baltimore,
MD 21202
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Attention:
Gregory A. Farno
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Telephone:
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(410)
986-1673
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Telecopy:
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(410)986-1920
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E-Mail:
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gregory.farno@suntrust.com
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Name:
Compass Bank
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$
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40,000,000
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20
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%
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Address:
1340 Smith Avenue, Suite 200
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Baltimore,
MD 21209
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Attention:
Mike Williams
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Telephone:
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(410)
779-1215
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