Exhibit 10.02
SECOND AMENDMENT TO CREDIT
AGREEMENT
THIS SECOND AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”) is dated as of
June 29, 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, as
amended by the First Amendment to Credit Agreement dated as of
May 13, 2009 (as amended, the “Credit Agreement”),
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 7.2.8 of the Credit
Agreement is hereby amended and restated in its entirety as
follows:
“7.2.8 Subsidiaries .
Each of the Loan Parties shall not, and shall not permit any of its
Subsidiaries to own or create directly or indirectly any
Subsidiaries other than (i) any Subsidiary which has joined
this Agreement as a Guarantor on the Closing Date; (ii) any
Subsidiary formed after the Closing Date which, within thirty
(30) days of formation, joins this Agreement as a Guarantor by
delivering to the Administrative Agent (A) a signed Guarantor
Joinder; (B) documents in the forms described in
Section 6.1 [First Loans] modified as appropriate; and
(C) documents necessary to grant and perfect Prior Security
Interests, subject to Permitted Liens, if any, to the
Administrative Agent for the benefit of the Lenders in the equity
interests of, and Collateral held by, such Subsidiary, and
(iii) subsidiaries not formed under the state or federal laws
of the United States, 65% of whose Subsidiary Equity Interests are
pledged to the Administrative Agent for the benefit of the Lenders
within thirty (30) days of its formation pursuant to the
Pledge Agreement; provided , however , that the Loan
Parties shall not be required to pledge to the Administrative Agent
for the benefit of the Lenders 65% of the Subsidiary Equity
Interests of Under Armour International Holdings, C.V., a limited
partnership formed under the laws of the Netherlands (“Under
Armour CV”), or UA Sourcing CBT, a trust established under
the laws of the People’s Republic of China
(“UA
CBT”) if the Administrative
Agent determines, in its sole discretion, that the Loan Parties and
Foreign Subsidiaries of the Loan Parties have met and continue to
meet the following conditions, and the Loan Parties covenant to,
and shall cause each of their Foreign Subsidiaries to, adhere to
such conditions: (A) the trustee of UA CBT is not permitted to
undertake any business other than as acting as trustee of UA CBT;
(B) 100% of the Subsidiary Equity Interests of Under Armour
CV, UA CBT and the trustee of UA CBT shall be held by one or more
of the Loan Parties and Foreign Subsidiaries of the Loan Parties;
and (C) the Loan Parties and Foreign Subsidiaries of the Loan
Parties who at any time hold the Subsidiary Equity Interests of
Under Armour CV, UA CBT and the trustee of UA CBT shall not pledge
such Subsidiary Equity Interests to any Person; provided ,
further , that the following actions with respect to Under
Armour CV and/or UA CBT, as applicable, shall require the written
consent of the Required Lenders: (D) amending any provision of
the organizational documents of Under Armour CV, UA CBT or the
trustee of UA CBT; (E) requiring or making contributions of
any assets or requiring or making any loans to Under Armour CV in
excess of (1) the initial $180,000 provided at the time of
formation of forming Under Armour CV and (2) $50,000 in the
remainder of 2009 and beginning in 2010, $100,000 per fiscal year
for administrative costs of Under Armour CV (except for the
liability of Under Armour Manufacturing, LLC as the general partner
of Under Armour CV for all of the debts of Under Armour CV);
(F) with respect to Under Armour CV, holding assets in the
name of any Person other than Under Armour Manufacturing, LLC as
the general partner of Under Armour CV (except for equity interests
in any Subsidiary for which applicable law requires the interests
to be titled in the name of Under Armour CV) ; (G) naming or
replacing any director or officer of the trustee of UA CBT with
anyone other than an employee of the Borrower or any wholly-owned
Subsidiary of the Borrower (the Administrative Agent may require
that such officers or directors of the trustee who are not
employees of the Borrower or any wholly-owned Subsidiary of the
Borrower be replaced); (H) appointing additional trustees or a
replacement trustee of UA CBT; and (I) with respect to UA CBT,
acquiring any interest in any other Person, other than wholly-owned
Subsidiaries, through a joint venture or any other
structure.”
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.
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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Title:
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CFO
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