Exhibit 10.01
FIRST AMENDMENT TO CREDIT
AGREEMENT
THIS FIRST AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”) is dated as of
May 13, 2009 and is made by and among UNDER ARMOUR, INC., a
Maryland corporation (the “Borrower”), the GUARANTORS
(as defined below), the LENDERS (as defined below), and PNC BANK,
NATIONAL ASSOCIATION, in its capacity as administrative agent for
the Lenders under this Agreement (in such capacity, the
“Administrative Agent”), SUNTRUST BANK, as Syndication
Agent (in such capacity, the “Syndication Agent”), and
COMPASS BANK, as Documentation Agent (in such capacity, the
“Documentation Agent”).
RECITALS
A. Pursuant to that certain Credit
Agreement dated as of January 28, 2009 (the “Credit
Agreement”) among the Borrower, the Guarantors (as defined
therein), the Lenders (as defined therein), the Administrative
Agent, the Syndication Agent, and the Documentation Agent, the
Lenders extended (or committed to extend) credit to the Borrower as
set forth therein.
B. The Loan Parties (as defined in
the Credit Agreement) have requested that the Lenders make certain
amendments to the Credit Agreement, and the Lenders are willing to
do so, but only on the terms and conditions set forth in this
Amendment.
NOW, THEREFORE, the parties hereto
agree:
1. Unless otherwise defined to the
contrary herein, all capitalized terms used in this Amendment shall
have the meaning set forth in the Credit Agreement.
2. Section 2.9.1 of the Credit
Agreement is hereby amended and restated in its entirety as
follows:
“2.9.1 Issuance of Letters
of Credit . Borrower may at any time prior to the Expiration
Date request the issuance of a trade, commercial or standby letter
of credit (each a “Letter of Credit”) on behalf of
itself or another Loan Party, or the amendment or extension of an
existing Letter of Credit, by delivering or having such other Loan
Party deliver to the Issuing Lender (with a copy to the
Administrative Agent) a completed application and agreement for a
Letter of Credit, or request for such amendment or extension, as
applicable, in such form as the Issuing Lender may specify from
time to time by no later than 10:00 a.m. at least five
(5) Business Days, or such shorter period as may be agreed to
by the Issuing Lender, in advance of the proposed date of issuance.
Promptly after receipt of any Letter of Credit application, the
Issuing Lender shall confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has received
a copy of such Letter of Credit application and if not, such
Issuing Lender will provide Administrative Agent with a copy
thereof. Unless the Issuing Lender has received notice from any
Lender, Administrative Agent or any Loan Party, at least one
(1) day prior to the requested date of issuance, amendment or
extension of the applicable Letter of Credit, that one or more
applicable conditions in Section 6 [Conditions of Lending and
Issuance of Letters of Credit] is not satisfied, then, subject to
the terms and conditions hereof and in reliance on the agreements
of the other Lenders set forth in this
Section 2.9, the Issuing Lender
or any of the Issuing Lender’s Affiliates will issue a Letter
of Credit or agree to such amendment or extension; provided that
each Letter of Credit shall (A) provide for the payment of
sight drafts, other written demands for payment, or acceptances of
usance drafts when presented for honor thereunder in accordance
with the terms thereof and when accompanied by the documents
described therein, (B) have an expiry date not later than
(a) twelve (12) months after such Letter of
Credit’s date of issuance and (b) in no event later than
the Expiration Date, and (C) with respect to each Letter of
Credit that is a trade or commercial Letter of Credit, all time
usance drafts drawn under such trade or commercial Letter of Credit
must have a maturity date that is not later than the Expiration
Date; and provided further that in no event shall (i) the
Letter of Credit Obligations exceed, at any one time, $5,000,000
(the “Letter of Credit Sublimit”) or (ii) the
Revolving Facility Usage exceed, at any one time, the Revolving
Credit Commitments. With respect to trade or commercial Letters of
Credit, the Borrower shall pay, in lieu of the fronting fee due to
the Issuing Lender with respect to standby Letters of Credit, fees
to be negotiated between the Borrower and the Issuing Lender. Each
request by the Borrower for the issuance, amendment or extension of
a Letter of Credit shall be deemed to be a representation by the
Borrower that it shall be in compliance with the preceding sentence
and with Section 6 [Conditions of Lending and Issuance of
Letters of Credit] after giving effect to the requested issuance,
amendment or extension of such Letter of Credit. Promptly after its
delivery of any Letter of Credit or any amendment to a Letter of
Credit to the beneficiary thereof, the applicable Issuing Lender
will also deliver to Borrower and Administrative Agent a true and
complete copy of such Letter of Credit or
amendment.”
3. The Loan Parties and the Lenders
hereby ratify and confirm their respective obligations under the
Credit Agreement, as amended by this Amendment, and agree that the
Credit Agreement hereby remains in full force and effect after
giving effect to the effectiveness of this Amendment and that, upon
such effectiveness, all references in the Loan Documents to the
“Credit Agreement” shall be references to the Credit
Agreement as amended by this Amendment.
4. Except as specifically set forth
above, this Amendment shall not be deemed to amend or alter in any
respect the terms and conditions of the Credit
Agreement.
5. This Amendment may be executed in
counterparts, each of which shall constitute an original, but all
of which when taken together shall constitute a single
contract.
6. This Amendment shall be construed
in accordance with and governed by the laws of the Commonwealth of
Pennsylvania without regard to its conflict of laws
principles.
The remainder of this page is
left blank intentionally.
Signatures begin on next
page.
2
IN WITNESS WHEREOF, the parties
hereto, by their officers thereunto duly authorized, have executed
this Amendment as of the day and year first above
written.
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ATTEST:
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UNDER ARMOUR, INC.,
a Maryland corporation
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/s/ John
Stanton
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By:
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/s/ Brad
Dickerson
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Printed:
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Brad
Dickerson
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