Under Armour, Inc. 10-K (Annual Reports) 2009-02-20

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
˛ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2008
or
® TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission File No. 001-33202
UNDER ARMOUR, INC.

(Exact n am e of re gistran t as spe cifie d in its ch arte r)
Maryland 52-1990078
(State or oth e r jurisdiction of (I.R.S . Em ploye r
incorporation or organ iz ation) Ide n tification No.)
1020 Hull Street
Baltimore, Maryland 21230 (410) 454-6428
(Addre ss of prin cipal e xe cu tive office s) (Zip C ode ) (Re gistran t’s Te le ph on e Nu m be r, Inclu ding Are a C ode )
Securities registered pursuant to Section 12(b) of the Act:

Class A Common Stock New York Stock Exchange
(Title of e ach class) (Nam e of e ach e xch an ge on wh ich re giste re d)
Securities registered pursuant to Section 12(g) of the Act:

None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ˛ No ®
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ® No ˛
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes ˛ No ®
Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 or Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ˛
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ˛ Accelerated filer ® Non-accelerated filer ® Smaller reporting company ®
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ® No ˛
As of June 30, 2008, the last business day of our most recently completed second fiscal quarter, the aggregate market value of the
registrant’s Class A Common Stock held by non-affiliates was approximately $842,982,849.
Class A Common Stock, $.0003 1/3 par value, 36,827,553 shares outstanding as of January 31, 2009 and Class B Convertible Common
Stock, $.0003 1/3 par value, 12,500,000 shares outstanding as of January 31, 2009.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Under Armour, Inc.’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 5, 2009 are incorporated by
reference in Part III of this Form 10-K.
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Table of Contents
UNDER ARMOUR, INC.

ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I.
Item 1. Business
General 1
Products 1
Marketing and Promotion 2
Customers 4
Product Licensing 5
International Revenues 5
Seasonality 6
Product Design and Development 6
Sourcing, Manufacturing and Quality Assurance 7
Distribution and Inventory Management 7
Intellectual Property 8
Competition 8
Employees 9
Available Information 9
Item 1A. Risk Factors 10
Item 1B. Unresolved Staff Comments 20
Item 2. Properties 20
Item 3. Legal Proceedings 21
Item 4. Submission of Matters to a Vote of Security Holders 21
Executive Officers of the Registrant 21
PART II.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 24
Item 6. Selected Financial Data 27
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 46
Item 8. Financial Statements and Supplementary Data 47
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 75
Item 9A. Controls and Procedures 75
Item 9B. Other Information 75
PART III.
Item 10. Directors, Executive Officers and Corporate Governance 76
Item 11. Executive Compensation 76
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 76
Item 13. Certain Relationships and Related Transactions, and Director Independence 76
Item 14. Principal Accountant Fees and Services 76
PART IV.
Item 15. Exhibits and Financial Statement Schedules 77
SIGNATURES 80
Table of Contents
PART I
ITEM 1. BUSINESS
General
Our principal business activities are the development, marketing and distribution of branded performance apparel, footwear and
accessories for men, women and youth. The brand’s moisture-wicking synthetic fabrications are engineered in many designs and styles for
wear in nearly every climate to provide a performance alternative to traditional natural fiber products. Our products are sold worldwide and are
worn by athletes at all levels, from youth to professional, on playing fields around the globe, as well as consumers with active lifestyles.
Our revenues are generated primarily from wholesale distribution of our products to national, regional, independent and specialty
retailers. We also derive revenue from product licensing and from the sale of our products through our direct to consumer sales channel
including our retail outlet and specialty stores, website and catalogs. Our products are offered in over 17,000 retail stores worldwide. A large
majority of our products are sold in North America; however we believe that our products appeal to athletes and consumers with active
lifestyles around the globe. Internationally, we sell our products primarily in the United Kingdom, France and Germany, a third party licensee
sells our products in Japan, and distributors sell our products in other foreign countries. We plan to continue to grow our business over the
long term through our United States wholesale apparel distribution primarily through sales of men’s and women’s apparel products, the
opportunities available in the athletic footwear market, the expansion of our presence in overseas markets and a stronger direct to consumer
sales channel. Virtually all of our products are manufactured by unaffiliated manufacturers operating in primarily 12 countries outside of the
United States.
We were incorporated as a Maryland corporation in 1996. As used in this report, the terms “we,” “our,” “us,” “Under Armour” and the
“Company” refer to Under Armour, Inc. and its subsidiaries unless the context indicates otherwise. We have registered trademarks around the
globe, including UNDER ARMOUR®, HEATGEAR®, COLDGEAR®, ALLSEASONGEAR®, LOOSEGEAR® and the Under Armour UA Logo, and
we have applied to register many other trademarks. This Annual Report on Form 10-K also contains additional trademarks and tradenames of
our Company and other companies. All trademarks and tradenames appearing in this Annual Report on Form 10-K are the property of their
respective holders.
Products
Our product offerings consist of apparel, footwear and accessories for men, women and youth. We market our products at multiple price
levels and provide all consumers with what we believe to be a superior alternative to cotton and other traditional products. In 2008, sales of
apparel, footwear and accessories represented approximately 80%, 12%, and 4% of net revenues, respectively. Licensing arrangements for the
sale of apparel and accessories represented 4% of net revenues. See Note 16 to the Consolidated Financial Statements for net revenues by
product.
Apparel
Our apparel is offered in a variety of styles and fits intended to reduce friction, enhance comfort and mobility, regulate body temperature
and improve performance regardless of weather conditions. Our apparel products are engineered to replace cotton and other traditional non-
performance fabrics in the world of athletics and fitness with performance alternatives designed and merchandised along gearlines. Our three
primary apparel gearlines are marketed to tell a very simple story about our highly technical products and extend across the sporting goods,
outdoor and active lifestyle markets. We market our apparel for consumers to choose HEATGEAR® when it is hot, COLDGEAR® when it is
cold and ALLSEASONGEAR® between the extremes. Within each gearline our apparel comes in three fit types: compression (tight fitting),
fitted (athletic cut) and loose (relaxed).
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HEATGEAR® is designed to be worn in warm to hot temperatures under equipment or as a single layer. Our first compression T-shirt was
the original HEATGEAR® product and remains one of our signature styles. While a sweat-soaked cotton T-shirt can weigh two to three
pounds, HEATGEAR® is engineered with a microfiber blend designed to wick moisture from the body which helps the body stay cool, dry and
light. We offer HEATGEAR® in a variety of tops and bottoms in a broad array of colors and styles for wear in the gym or outside in warm
weather.
Because athletes sweat in cold weather as well as in the heat, COLDGEAR® is designed to wick moisture from the body while circulating
body heat from hotspots to help maintain core body temperature. Our COLDGEAR® apparel provides both dryness and warmth in a single
light layer that can be worn beneath a jersey, uniform, protective gear or ski-vest and our COLDGEAR® outerwear products protect the athlete
(and the coach, fan and others) from the outside in. Our COLDGEAR® product offerings generally sell at higher prices than our other gearlines.
ALLSEASONGEAR® is designed to be worn in changing temperatures and uses technical fabrics to keep the wearer cool and dry in
warmer temperatures while preventing a chill in cooler temperatures.
Footwear
We began offering footwear in 2006, and each year we have expanded our footwear offerings. In 2006, we entered the footwear category
with the introduction of football cleats. In 2007, we introduced baseball, lacrosse and softball cleats and slides. In the first quarter of 2008, we
started shipping our performance training footwear for the product launch in the second quarter 2008. All of our footwear is engineered with
our HEATGEAR® and is light, breathable and built to perform for the athlete. Our performance training footwear is designed with innovative
technologies which provide stabilization, shock absorption, directional cushioning and moisture management engineered to maximize the
athlete’s comfort and control. Consistent with our performance apparel marketing and pricing strategy, we offer our footwear at multiple price
levels enabling us to reach a broader consumer base. New product offerings in 2009 include performance running footwear which was
launched in January 2009 with the simple message that ATHLETES RUN. ™. In addition, we have developed a line of soccer cleats that we
plan to seed on teams and players beginning in 2009.
Accessories
Our baseball batting, football, golf and running gloves are offered within our HEATGEAR® and COLDGEAR® lines and are designed with
advanced fabrications to provide the same level of performance as our other products. Net revenues generated from the sale of baseball
batting, football, golf and running gloves are included in our accessories category.
We also have agreements with our licensees to develop Under Armour accessories. Our product, marketing and sales teams are actively
involved in all steps of the design process in order to maintain brand standards and consistency. Our licensees offer bags, socks, headwear
and eyewear designed to be used and worn before, during and after competition, and feature performance advantages and functionality similar
to our other product offerings. License revenues generated from the sale of performance bags, socks, headwear and eyewear are included in
our net revenues.
Marketing and Promotion

We currently focus on marketing and selling our products to consumers for use in athletics and outdoor activities. We maintain strict
control over our brand image with an in-house marketing and promotions department that designs and produces all of our advertising
campaigns. We seek to drive consumer demand for our products by building brand equity and awareness as a leading performance athletic
brand.
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Sports Marketing
Our global marketing and promotion efforts begin with a strategy of selling our products to high-performing athletes and teams on the
collegiate and professional levels. We continue to execute this strategy through professional and collegiate sponsorships, individual athlete
agreements and by selling our products directly to team equipment managers and to individual athletes. As a result, our uniforms, gloves,
socks, footwear and other athletic products are seen on the field, giving our products exposure to various consumer audiences, through
television, magazines and live at sporting events. This exposure to consumers helps us establish on-field authenticity as consumers can see
our products being worn by high-performing athletes. In 2008, we entered into an agreement to become the official outfitter of all athletic
programs at the University of Maryland commencing in 2009. We are the official outfitter of numerous teams at Auburn University and the
University of South Florida, as well as the football teams at the University of Hawaii, the University of South Carolina, Texas Tech University
and the University of Utah. We supply uniforms, sideline apparel and fan gear for these teams. In addition, we sell our products domestically
to professional football teams and Division I men’s and women’s collegiate athletic teams, including many Division I football programs. We
also signed an agreement in 2006 to be an official supplier of footwear to the National Football League (“NFL”), a step we took to complete the
circle of authenticity from the Friday night lights of high school to Saturday afternoon college game day to the marquee Sunday match-ups of
the NFL. This agreement enables NFL players to wear Under Armour footwear on the field and enables Under Armour to reach fans at the
highest level of competitive football.
We also have sponsorship agreements with individual athletes. While our roster of athletes has included established stars, like
professional football stars Brandon Jacobs and Santana Moss, triathlon champion Chris “Macca” McCormack, professional baseball player
Alfonso Soriano and soccer star Heather Mitts, our strategy has been and continues to be to find the next generation of stars, like US Olympic
Volleyball player Nicole Branagh, Chicago Bears prolific return man and wide receiver Devin Hester, potential National Basketball Association
lottery pick Brandon Jennings, Professional Golfers Association Tour Professional and 2008 Ryder Cup hero Hunter Mahan, a national
women’s figure skating champion Kimmie Meissner and pitcher for the Chicago Cubs Jeff Samardzija. Internationally, we are selling our
products to European soccer and rugby teams. We are the official supplier of performance apparel to the Hannover 96 football team and the
Welsh Rugby Union, among others. In addition, we are an official supplier of performance apparel to Hockey Canada and have advertising
rights throughout the Air Canada Center during the Toronto Maple Leafs’ home games. We have also been designated as the Official
Performance Product Sponsor of the Toronto Maple Leafs. We believe these relationships create significant on-field product and brand
exposure that contributes to our on-field authenticity.
We seek to sponsor events to drive awareness and brand authenticity from a grassroots level. For example, we are a sponsor of the ESPY
Awards Show each July and have used the national platform to launch our fall commercial campaigns. In keeping with our “next great athlete”
strategy, we also sponsor events such as the College Football All Star Challenge, which is broadcast nationally within Super Bowl
programming and features the country’s top players headed for the NFL. We are the title sponsor of the Under Armour Senior Bowl, which is
an annual competition between the top seniors in college football, the Under Armour All-America Game, which is an annual competition
between the top seniors in high school football, and the Under Armour Football Combines, a 15 city tour inviting the top high school
underclassmen in each city to participate at NFL locations. In addition, we are the presenting sponsor for the 2009 NFL Scouting Combine. We
partner with the Baseball Factory to outfit the nation’s top high school baseball athletes from head-to-toe and serve as the title sponsor for
nationally-recognized baseball tournaments and teams. In addition, we are the title sponsor of The Under Armour (Baltimore) Marathon, we
make a significant brand appearance at numerous other major races, and we are the title sponsor of The Under Armour All-America Lacrosse
Classic. We participate “on the mountain” at the ESPN Winter X Games where winter sport athletes, including skiers, snowboarders, and
snowmobilers, gather for events.
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Media and Promotion

We feature our men’s and women’s products in a variety of national publications such as ESPN the Magazine, Maxim, Shape, Runner’s
World, Cosmopolitan, Seventeen, Women’s Health and People Magazine, and we also advertise regularly in several outdoor and sport-
specific publications.
Our media campaigns run in a variety of lengths and formats and have included our signature “Protect this House” and “Click-Clack”
campaigns featuring several NFL players. Our “Protect this House” campaign continues to be used in several NFL and collegiate stadiums
during games as a crowd prompt. During 2007, we executed a major campaign called “BoomBoom-TAP,” which targeted the “team girl”
demographic in an effort to establish Under Armour as the authentic athletic brand for female athletes who play team sports. Additionally, we
have developed co-branded commercials with key retail partners to promote the brand. At the end of 2007, we launched our performance
training footwear and introduced our brand and other products to additional consumers with “The New Prototype” campaign. This campaign
also included a 60-second commercial during Super Bowl XLII in February 2008. Our ability to secure product placement in movies, television
shows and video games has allowed us to reinforce our authenticity as well as establish our brand with broader audiences who may not have
been previously exposed to our advertising and brand efforts.
In the beginning of 2009, we launched our performance running footwear with a multi-platform “Athletes Run.” campaign that highlights
our point of view that all runners are athletes and all athletes run. We also launched a new UA RUN magazine, which is a free publication that
will be distributed to more than 200,000 runners at key marathons around the country.
Retail Development and Product Presentation

The primary component of our retail brand strategy is to increase and brand the floor space dedicated to our products within our major
retail accounts. The design and funding of Under Armour concept shops within our major retail accounts is a key initiative for securing prime
floor space, educating the consumer and creating an exciting environment for the consumer to experience our brand. Under Armour concept
shops enhance our brand’s presentation within our major retail accounts with a shop-in-shop approach, using dedicated floor space
exclusively for our products, including flooring, lighting, walls, displays and images. Since 2006, we have reshaped 500,000 square feet of
space dedicated to concept shops at over 500 locations of our major retail accounts.
Across our many retailers, retail outlet stores and retail specialty stores we also use in-store fixtures and displays that highlight our logo
and have a performance-oriented, athletic look. We believe our in-store fixtures and displays are exciting and unique brand-building fixtures,
such as our “Big E” mannequin, a life size mold of Eric Ogbogu, a 6’4”, 275 pound former NFL defensive end and featured athlete in many of
our brand campaigns. To target women consumers, we use a complementary mannequin, the UA WOMAN, modeled after the star of our early
women’s brand campaign, Heather Mitts. These displays provide an easily identifiable place for consumers to look for our products and are
intended to reinforce the message that our brand is distinct from our competitors.
We work with our retailers to establish optimal placement for our products and to have the brand represented in the many departments of
our large national or regional retail chains. The fixtures and displays enable us to achieve placement of our products throughout stores by
providing retailers with outposts to use in various store sections.
Customers
Our products are offered in over 17,000 retail stores worldwide, of which over 13,000 retail stores are in North America. We also sell our
products directly to consumers through our own retail outlet and specialty stores, website and catalogs.
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Wholesale Distribution
In 2008, approximately 81% of our net revenues were derived from wholesale distribution. Our principal customers located in the United
States include national and regional retail chains such as, in alphabetical order, Academy, Ltd., Dick’s Sporting Goods, Hibbett Sporting
Goods, Modell’s Sporting Goods, and The Sports Authority; hunting and fishing, mountain sports and outdoor retailers such as Bass Pro
Shops and Cabela’s; and The Army and Air Force Exchange Service. Our principal customers located in Canada include national retail chains
such as Sportchek International and Sportman International. In 2008, our two largest customers were, in alphabetical order, Dick’s Sporting
Goods and The Sports Authority. These two customers accounted for a total of approximately 31% of our net revenues in 2008, and each of
these customers individually accounted for at least 10% of our net revenues in 2008.
In 2008, approximately 75% of our wholesale distribution was derived from large format national and regional retail chains. Additional
wholesale distribution in 2008 was derived from independent and specialty retailers, institutional athletic departments, leagues and teams. The
independent and specialty retailers are serviced by a combination of in-house sales personnel and third-party commissioned manufacturer’s
representatives and continue to represent an important part of our product distribution strategy and help build on the authenticity of our
products. Our independent sales include sales to military specialists, fitness specialists, outdoor retailers and other specialty channels. With
the launch of our performance training footwear in 2008 and performance running footwear in 2009, we have expanded our distribution at the
mall through national footwear retailers including Finish Line and Foot Locker.
Direct to Consumer Sales

Approximately 14% of our net revenues in 2008 were generated through direct to consumer sales. Direct to consumer sales include sales
through our global website and catalogs, discounted sales through our own retail outlet stores and sales through our full-price specialty retail
stores. Our 25 retail outlet stores are located at outlet centers primarily on the East Coast of the United States. Our retail specialty stores are
built to enable consumers to immerse themselves in performance products and the brand. We opened our first branded, full-price retail store in
Annapolis, Maryland in November 2007 and opened three additional full-price retail stores near Chicago, Illinois, Boston, Massachusetts, and
Washington, D.C. during 2008.
Product Licensing
In addition to generating revenues through wholesale distribution and direct to consumer sales, we generate revenues from licensing
arrangements to manufacture and distribute Under Armour branded products. In order to maintain consistent quality and performance, we pre-
approve all products manufactured and sold by our product licensees, and our quality assurance team strives to ensure that the products meet
the same quality and compliance standards as the products that we sell directly. We have formed product licensing relationships with several
licensees for bags, socks, headwear and eyewear, as well as the distribution of our products to college bookstores and golf pro shops. In
addition, we have a relationship with one Japanese licensee that has the exclusive rights to distribute our products in Japan. In 2008, license
revenues accounted for approximately 4% of our net revenues. Beginning in 2009, a product licensing relationship will begin with a licensee for
team uniforms.
International Revenues
Our international revenues include net revenues generated in Western Europe, primarily in the United Kingdom, France and Germany. In
addition, international revenues include net revenues generated through third-party distributors primarily in Australia, Benelux, Italy, New
Zealand, Panama, Scandinavia and Spain, along with license revenues from our licensee in Japan. We believe that the trend toward
performance products is global, and we intend to introduce our products and simple merchandising story to athletes throughout the world.
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We are introducing our performance apparel in international markets methodically, in a manner consistent with our past brand-building
strategy including selling our products directly to teams and individual athletes in these markets, thereby providing us with product exposure
to broad audiences of potential consumers in these markets.
Since 2002, we have had a license agreement with Dome Corporation, which produces, markets and sells our branded products in Japan.
We work closely with this licensee to develop variations of our products for the different sizes, sports interests and preferences of the
Japanese consumer. Our branded products are now sold in Japan to professional sports teams, including baseball and soccer teams, and to
over 1,500 independent specialty stores and large sporting goods retailers, such as Alpen, Sports Depot, The Sports Authority and Xebio.
In 2005, we expanded our sales into Europe, beginning with the United Kingdom. We have sold our branded products to numerous
players on European soccer teams; First Division Football clubs and multiple cricket clubs in the United Kingdom; soccer teams in Italy, Spain,
Holland, Ireland and Germany as well as First Division Rugby clubs in the United Kingdom, France, Italy and Ireland. In addition, in January
2006, we opened our European headquarters in Amsterdam, The Netherlands from which our European sales, marketing and logistics functions
are conducted (see Note 16 to the Consolidated Financial Statements for consolidated net revenues for each of the last three years attributed
to the United States and to other foreign countries).
Seasonality
Historically, we have recognized a significant portion of our income from operations in the last two quarters of the year, driven by
increased sales volume of our products during the fall selling season, reflecting our historical strength in fall sports, and the seasonality of our
higher priced COLDGEAR® line. During 2008, a larger portion of our income from operations was in the last two quarters partially due to the
shift in the timing of marketing investments to the first two quarters of 2008 as compared to prior years. The majority of our net revenues were
generated during the last two quarters in each of 2008, 2007 and 2006. The level of our working capital generally reflects the seasonality and
growth in our business. We generally expect inventory, accounts payable and certain accrued expenses to be higher in the second and third
quarters in preparation for the fall selling season. Nonetheless, the historical high percentage of income from operations and net revenues in
the second half of the year may have been in part due to our growth in net revenues.
Product Design and Development

Our products are manufactured with technical fabrications produced by third parties and developed in collaboration with our product
development team. This approach enables us to select and create superior, technically advanced fabrics, produced to our specifications, while
focusing our product development efforts on design, fit, climate and product end use.
We seek to constantly upgrade and improve our gearlines and products with the latest in textile technology while broadening our
product offerings. Our goal, to deliver superior performance in all Under Armour gearlines and products, provides our developers and
licensees with a clear, overarching direction for the brand and helps them identify new opportunities to replace basic cotton products and
create performance products that meet the changing needs of athletes. We design products with “visible technology,” utilizing color, texture
and fabrication to enhance our customers’ perception and understanding of product use and benefits. We have taken this same approach in
the design and development of our footwear which contain innovative technologies, design and fabrication to deliver on our goal of superior
performance footwear.
Our product development team has significant prior industry experience at leading fabric suppliers and branded athletic apparel and
footwear companies throughout the world. This team works closely with our sports marketing and sales teams as well as professional and
collegiate athletes to identify product trends and determine market needs. For example, these teams worked closely together to identify the
opportunity and market for our Armour Fleece and our UA Tech-T, a synthetic stretch shirt that is intended to look and feel like cotton, but
that also includes our performance product attributes in a synthetic textile.
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Sourcing, Manufacturing and Quality Assurance

Many of the specialty fabrics used in our products are technically advanced textile products developed by third parties and may be
available, in the short term, from a limited number of sources. The fabric used to manufacture our products is sourced by our manufacturers
from a limited number of suppliers pre-approved by us. In 2008, based on estimates derived from our understanding of the sourcing practices
of our third-party manufacturers, approximately 50% – 55% of the fabric used in our products came from seven suppliers. The largest of those
suppliers, representing approximately 15% – 20% of the total, is located in Mexico and Taiwan. The other six fabric suppliers have locations in
Mexico, Taiwan and the United States. We continue to seek to add new suppliers and believe, although there can be no assurance, that this
concentration will decrease over time. The fabrics used by our suppliers and manufacturers are synthetic fabrics and involve raw materials,
including petroleum based products, that may be subject to price fluctuations and shortages.
Substantially all of our products are manufactured by unaffiliated manufacturers and, in 2008, eight manufacturers produced
approximately 55% of our products. In 2008, our products were manufactured by 23 primary manufacturers, operating in 12 countries. During
2008, approximately 59% of our products were manufactured in Asia, 18% in Central and South America and 18% in Mexico. All manufacturers
are evaluated for quality systems, social compliance and financial strength by our quality assurance team prior to being selected and on an
ongoing basis. We strive to qualify multiple manufacturers, where appropriate, for particular product types and fabrications. We also actively
seek out vendors that can perform multiple manufacturing stages, such as procuring fabric and providing finished products, helping us to
reduce the cost of goods sold. We enter into a variety of agreements with our manufacturers, including non-disclosure and confidentiality
agreements, and we require that all of our manufacturers adhere to a code of conduct regarding quality of manufacturing and working
conditions and other social concerns. We do not, however, have any long-term agreements requiring us to utilize any manufacturer, and no
manufacturer is required to produce our products in the long-term. We have an office in Hong Kong to support our manufacturing, quality
assurance and sourcing efforts for apparel and an office in Guangzhou, China to support our manufacturing, quality assurance and sourcing
efforts for footwear.
We also manufacture a limited number of apparel products on-premises in our quick turn, Special Make-Up Shop located at our
distribution facility in Glen Burnie, Maryland. This 17,000 square-foot shop is stocked with fabric in multiple colors to help us build and ship
apparel products on tight deadlines for high-profile athletes, leagues and teams. While the apparel products manufactured in the quick turn,
Special Make-Up Shop represent an immaterial portion of our total net revenues, we believe the facility helps us to provide superior service to
select customers.
Distribution and Inventory Management

We package and distribute the majority of our products through two distribution facilities in Glen Burnie, Maryland, approximately 15
miles from our Baltimore, Maryland headquarters. The first facility is a high-bay facility built in 2000, in which we currently lease and occupy
approximately 359,000 square feet. The lease term expires in September 2009, with three options to extend the lease term for up to six years in
total. In January 2009, we have exercised an option to extend the lease term for an additional two years. The second facility is a high-bay
facility built in 2003, in which we lease and occupy approximately 308,000 square feet. The lease term expires in April 2013, with one option to
extend the lease term for an additional five years. This distribution facility became fully operational in the second quarter of 2007. Beginning in
2008, we began to distribute our products in North America through a third-party logistics provider with a location in San Pedro, California and
beginning in 2009 through the same third-party logistics provider in Medley, Florida. The agreement with this provider continues until May
2010. We also distribute our products in Europe through a third-party logistics provider based out of Tilburg, The Netherlands. This
agreement continues until June 2009. We are currently considering our renewal options at this location. We believe our distribution facilities
and space available at our third-party logistics providers will be adequate to meet our short term needs. We expect to expand to additional
facilities in the future. In April 2008, we implemented a new warehouse management system for our two Maryland distribution facilities.
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Inventory management is important to the financial condition and operating results of our business. We manage our inventory levels
based on any existing orders, anticipated sales and the rapid-delivery requirements of our customers. Our inventory strategy is focused on
continuing to meet consumer demand while improving our inventory efficiency over the long term by putting systems and procedures in place
to improve our inventory management. We expect to achieve this by being in stock in core product offerings, which includes products that we
plan to have available for sale over the next twelve months and beyond at full price. In addition, we expect to achieve our inventory strategy
by ordering our seasonal products based on current bookings, shipping seasonal product at the start of the shipping window in order to
maximize the productivity of our floor sets and earmarking any seasonal excess for our retail outlet stores.
Our practice, and the general practice in the apparel and footwear industries, is to offer retail customers the right to return defective or
improperly shipped merchandise. Because of long lead-times for design and production of our products, from time to time we commence
production of new products before receiving orders for those products. This affects our inventory levels for new products.
Intellectual Property
We believe we own the internally developed material trademarks used in connection with the marketing, distribution and sale of all our
products, both domestically and internationally, where our products are currently sold or manufactured. Our major trademarks include the UA
Logo and UNDER ARMOUR®, both of which are registered in the United States, the European Union, Japan, Taiwan, China, Australia, New
Zealand, South Africa and Canada, among other places. We also own trademark registrations for HEATGEAR®, COLDGEAR®,
ALLSEASONGEAR®, ARMOUR®, PROTECT THIS HOUSE®, THE ADVANTAGE IS UNDENIABLE®, DUPLICITY®, MPZ®, CLICK-CLACK®
and I THINK YOU HEAR US COMING®. In addition, we have applied to register numerous other trademarks including: CARTILAGE™,
BOOM-BOOM TAP™, THE FUTURE IS OURS™ and ATHLETES RUN.™. We also own internally developed domain names for our primary
trademarks and hold copyrights for our Good-Bye Girl™ and Protect this House® commercials. We intend to continue to strategically register,
both domestically and internationally, trademarks and copyrights we utilize today and those we develop in the future. We will continue to
aggressively police our trademarks and pursue those who infringe, both domestically and internationally.
We believe that the distinctive trademarks that we use in connection with our products are important in building our brand image and
distinguishing our products from those of others. These trademarks are among our most valuable assets. In addition to our distinctive
trademarks, we also place significant value on our trade dress, which is the overall image and appearance of our products, and we believe that
our trade dress helps to distinguish our products in the marketplace.
The intellectual property rights in the technology, fabrics and processes used to manufacture our products generally are owned or
controlled by our suppliers. As a result, our ability to obtain patent protection for our products is limited and we currently do not own any
issued fabric or process patents. We focus our efforts on obtaining patent protection for what we believe to be strategic, new product
applications in the marketplace. We have filed and will continue to file patent applications in connection with certain of our products that we
believe offer a unique utility or function. In 2007, we were issued a utility patent for our DUPLICITY® Sports Bra and several design patents for
our footwear. We will continue to file patent applications where we deem appropriate to protect our inventions and designs, and we expect the
number of applications to grow as our business grows and as we continue to innovate in a range of product categories.
Competition
The market for performance athletic apparel and footwear is highly competitive and includes many new competitors as well as increased
competition from established companies expanding their production and marketing of performance products. The fabrics and technology used
in manufacturing our products are generally
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not unique to us, and we do not currently own any fabric or process patents. Many of our competitors are large apparel, footwear and sporting
goods companies with strong worldwide brand recognition and significantly greater resources than us, such as Nike and adidas. We also
compete with other manufacturers, including those specializing in outdoor apparel, and private label offerings of certain retailers, including
some of our customers.
In addition, purchasing decisions by retailers and their decisions regarding limited floor space in their stores mean that we also must
compete with others to develop relationships with retailers for their limited attention. We believe we have been successful in this area because
of the good relationships we have developed and as a result of the strong sales of our products. However, if retailers earn greater margins from
our competitors’ products, they may favor the display and sale of those products.
We believe that we have been able to compete successfully because of our brand image and recognition, the performance and quality of
our products and our selective distribution policies. We also believe that our focused gearline merchandising story differentiates us from our
competition. In the future we expect to compete for consumer preferences and expect that we may face greater competition on pricing. This
may favor larger competitors with lower costs per unit of product produced that can spread the effect of price discounts across a larger array
of products and across a larger customer base than ours. The purchasing decisions of consumers for our products often reflect highly
subjective preferences that can be influenced by many factors, including advertising, media, product sponsorships, product improvements
and changing styles.
Employees
As of December 31, 2008, we had approximately twenty two hundred employees including approximately nine hundred in our retail stores
and five hundred at our distribution facilities. Most of our employees are located in the United States and none of our employees are currently
covered by a collective bargaining agreement. We have had no labor-related work stoppages, and we believe our relations with our employees
are good.
AVAILABLE INFORMATION
We will make available free of charge on or through our website at www.underarmour.com our annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act as soon as reasonably practicable after we file these materials with the Securities and Exchange Commission. We also post on
this website our key corporate governance documents, including our board committee charters, our corporate governance guidelines and our
ethics policy.
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ITEM 1A. RISK FACTORS

Forward-Looking Statements
Some of the statements contained in this Form 10-K and the documents incorporated herein by reference constitute forward-looking
statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts, such as statements regarding our future financial condition or results
of operations, our prospects and strategies for future growth, the development and introduction of new products, and the implementation of
our marketing and branding strategies. In many cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,”
“expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “predicts,” “potential” or the negative of these terms or other
comparable terminology.
The forward-looking statements contained in this Form 10-K and the documents incorporated herein by reference reflect our current
views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause events or our
actual activities or results to differ significantly from those expressed in any forward-looking statement. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, actions, levels of activity,
performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. A number of important
factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, but not limited to,
those factors described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
These factors include without limitation:
• changes in general economic or market conditions that could affect consumer spending and the financial health of our retail
customers;
• our ability to forecast and manage our growth effectively;
• our ability to effectively develop and launch new and updated products, such as our new footwear;
• our ability to accurately forecast consumer demand for our products and manage our inventory in response to changing demands;
• our ability to obtain the financing required to grow our business, particularly when credit and capital markets are unstable;
• increased competition causing us to reduce the prices of our products or to increase significantly our marketing efforts in order to
avoid losing market share;
• changes in consumer preferences or the reduction in demand for performance apparel and other products;
• reduced demand for sporting goods and apparel generally;
• loss of key suppliers or manufacturers or failure of our suppliers or manufacturers to produce or deliver our products in a timely or
cost-effective manner;
• our ability to accurately anticipate and respond to seasonal or quarterly fluctuations in our operating results;
• our ability to effectively market and maintain a positive brand image;
• the availability, integration and effective operation of management information systems and other technology; and
• our ability to attract and maintain the services of our senior management and key employees.
The forward-looking statements contained in this Form 10-K reflect our views and assumptions only as of the date of this Form 10-K. We
undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is
made or to reflect the occurrence of unanticipated events.
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Our results of operations and financial condition could be adversely affected by numerous risks. You should carefully consider the
risk factors detailed below in conjunction with the other information contained in this Form 10-K. Should any of these risks actually
materialize, our business, financial condition and future prospects could be negatively impacted.
During a downturn in the economy, consumer purchases of discretionary items are affected, which could materially harm our sales,
profitability and financial condition.
Many of our products may be considered discretionary items for consumers. Factors affecting the level of consumer spending for such
discretionary items include general economic conditions, the availability of consumer credit and consumer confidence in future economic
conditions. Consumer purchases of discretionary items tend to decline during recessionary periods when disposable income is lower. Due to
our limited operating history, we have not experienced a recessionary period and can therefore not predict the effect of a downturn in the
economy on our sales and profitability. However, a downturn in the economy in markets in which we sell our products may materially harm our
sales, profitability and financial condition.
If the financial condition of our retail customers declines, our financial condition and results of operations could be adversely impacted.
We extend credit to our customers based on an assessment of a customer’s financial condition, generally without requiring collateral.
We face increased risk of order reduction or cancellation when dealing with financially ailing customers or customers struggling with economic
uncertainty. A slowing economy in our key markets or a continued decline in consumer purchases of sporting goods generally could have an
adverse effect on the financial health of our retail customers, which could in turn have an adverse effect on our sales, our ability to collect on
receivables and our financial condition.
A decline in sales to, or the loss of, one or more of our key customers could result in a material loss of revenues and negatively impact our
prospects for growth.
In 2008, approximately 31% of our net revenues were generated from sales to our two largest customers in alphabetical order, Dick’s
Sporting Goods and The Sports Authority. We currently do not enter into long-term sales contracts with these or our other key customers,
relying instead on our relationships with these customers and on our position in the marketplace. As a result, we face the risk that one or more
of these key customers may not increase their business with us as we expect, or may significantly decrease their business with us or terminate
their relationship with us. The failure to increase our sales to these customers as we anticipate would have a negative impact on our growth
prospects and any decrease or loss of these key customers’ business could result in a material decrease in our net revenues and net income.
If we continue to grow at a rapid pace, we may not be able to manage that growth effectively and our brand image, net revenues and
profitability may decline.
We have expanded our operations rapidly since our inception and our net revenues have increased to $725.2 million in 2008 from
$205.2 million in 2004. If our operations continue to grow, we could be required to continue to expand our sales and marketing, product
development and distribution functions, to upgrade our management information systems and other processes and technology, and to obtain
more space to support our expanding workforce. This expansion could increase the strain on these and other resources, and we could
experience serious operating difficulties, including difficulties in hiring, training and managing an increasing number of employees, difficulties
in obtaining sufficient raw materials and manufacturing capacity to produce our products, and delays in production and shipments. In
addition, as we introduce more new products, such as new footwear, and expand internationally, these operational strains and other difficulties
could increase. These difficulties would likely result in the erosion of our brand image and a resulting decrease in net revenues and net income.
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If we are unable to anticipate consumer preferences and successfully develop and introduce new and updated products, we may not be able to
maintain or increase our net revenues and profitability.
Our success depends on our ability to identify, originate and define product trends as well as to anticipate, gauge and react to changing
consumer demands in a timely manner. All of our products are subject to changing consumer preferences that cannot be predicted with
certainty. Our new products may not receive consumer acceptance as consumer preferences could shift rapidly to different types of
performance or other sports products or away from these types of products altogether, and our future success depends in part on our ability
to anticipate and respond to these changes. There can be no assurance that we will respond to changing preferences in a timely manner.
Failure to anticipate and respond to changing consumer preferences could lead to, among other things, lower sales and excess inventory
levels.
Even if we are successful in anticipating consumer preferences, our ability to adequately react to and address those preferences will in
part depend upon our continued ability to develop and introduce innovative, high-quality products, and there can be no assurance of our
ability to do so. In addition, there can be no assurance that our strategy of continuing to expand the range of performance athletic products
that we offer into new product categories will be well received by consumers or will not dilute our brand image and result in a shift of consumer
preferences away from our product lines. The failure to effectively introduce new products and enter into new product categories that are
accepted by consumers could result in a decrease in net revenues and excess inventory levels, which could have a material adverse effect on
our financial condition.
Our results of operations could be materially harmed if we are unable to accurately forecast demand for our products.
To minimize purchasing costs and ensure supply, we generally place orders with our manufacturers at least 90-150 days prior to the time
we need to deliver our products. However, we generally do not receive firm customer orders prior to 21 days before the date those orders are
to be shipped. In addition, a significant portion of our net revenues are generated by at-once orders for immediate delivery to customers,
particularly during our historical peak season from August through November. Because we place orders for products with our manufacturers
before our customers’ orders are firm and because we receive a significant volume of at-once orders, if we fail to accurately forecast customer
demand we may experience excess inventory levels or a shortage of product to deliver to our customers.
Factors that could affect our ability to accurately forecast demand for our products include:
• an increase or decrease in consumer demand for our products or for products of our competitors;
• our failure to accurately forecast customer acceptance for our new products;
• product introductions by competitors;
• unanticipated changes in general market conditions or other factors, which may result in cancellations of advance orders or a
reduction or increase in the rate of reorders placed by retailers;
• weakening of economic conditions or consumer confidence in future economic conditions, which could reduce demand for
discretionary items, such as our products; and
• terrorism or acts of war, or the threat thereof, which could adversely affect consumer confidence and spending or interrupt
production and distribution of product and raw materials.
Inventory levels in excess of customer demand may result in inventory write-downs or write-offs and the sale of excess inventory at
discounted prices, which would have an adverse effect on gross margin. In addition, if we underestimate the demand for our products, our
manufacturers may not be able to produce products to meet our customer requirements, and this could result in delays in the shipment of our
products and our ability to recognize revenue, as well as damage to our reputation and customer relationships. There can be no assurance that
we will be able to successfully manage inventory demand in order to meet future order and reorder requirements.
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The difficulty in forecasting demand also makes it difficult to estimate our future results of operations and financial condition from period
to period. A failure to accurately predict the level of demand for our products is likely to result in an unexpected adverse effect on our net
revenues and net income, and we are unlikely to forecast such effects with any certainty in advance.
We may need to raise additional capital required to grow our business, and we may not be able to raise capital on terms acceptable to us or at
all.
Growing and operating our business will require significant cash outlays and capital expenditures and commitments. If cash on hand and
cash generated from operations are not sufficient to meet our cash requirements, we will need to seek additional capital, potentially through
debt or equity financings, to fund our growth. We cannot assure you that we will be able to raise needed cash on terms acceptable to us or at
all. Financings may be on terms that are dilutive or potentially dilutive to our stockholders, and the prices at which new investors would be
willing to purchase our securities may be lower than the current price per share of our common stock. The holders of new securities may also
have rights, preferences or privileges which are senior to those of existing holders of common stock. If new sources of financing are required,
but are insufficient or unavailable, we will be required to modify our growth and operating plans based on available funding, if any, which
would harm our ability to grow our business.
Our revolving credit facility provides our lenders with a first-priority lien against substantially all of our assets and contains financial
covenants and other restrictions on our actions, and it could therefore limit our operational flexibility or otherwise adversely affect our
financial condition.
We have, from time to time, financed our liquidity needs in part from borrowings made under our revolving credit facility. We entered
into a new revolving credit facility in January 2009. The new revolving credit facility provides for a committed revolving credit line of up to
$200.0 million (based on the value of our qualified domestic accounts receivable and inventory).
Similar to the prior revolving credit facility, the agreement for our new revolving credit facility contains a number of restrictions that limit
our ability, among other things, to:
• use our accounts receivable, inventory, trademarks and most of our other assets as security in other borrowings or transactions;
• incur additional indebtedness;
• sell certain assets;
• make certain investments;
• guaranty certain obligations of third parties;
• undergo a merger or consolidation; and
• materially change our line of business.
The new revolving credit facility also provides the lenders with the ability to reduce the borrowing base, even if we are in compliance
with all conditions of this revolving credit facility, upon a material adverse change to our business, properties, assets, financial condition or
results of operations. In addition, we must not exceed a maximum leverage ratio of 2.5 and must not fall below a fixed charge coverage ratio of
1.25 as defined in this credit agreement. Failure to comply with these operating or financial covenants could result from, among other things,
changes in our results of operations or general economic conditions. These covenants may restrict our ability to engage in transactions that
would otherwise be in our best interests. Failure to comply with any of the covenants under this credit agreement could result in a default.
This could cause the lenders to accelerate the timing of payments and exercise their lien on essentially all of our assets, which would have a
material adverse
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effect on our business, operations, financial condition and liquidity. In addition, because borrowings under this revolving credit facility bear
interest at variable interest rates, which we do not anticipate hedging against, increases in interest rates would increase our cost of borrowing,
resulting in a decline in our net income and cash flow.
We operate in a highly competitive market and the size and resources of some of our competitors may allow them to compete more effectively
than we can, resulting in a loss of our market share and a decrease in our revenues and gross profit.
The market for performance athletic apparel and footwear is highly competitive and includes many new competitors as well as increased
competition from established companies expanding their production and marketing of performance products. Because we currently own no
fabric or process patents, our current and future competitors are able to manufacture and sell products with performance characteristics and
fabrications similar to our products. Many of our competitors are large apparel and footwear companies with strong worldwide brand
recognition, such as Nike and adidas, which have significantly greater financial, distribution, marketing and other resources than we do.
Because of the fragmented nature of the industry, we also compete with other manufacturers, including those specializing in outdoor apparel
and private label offerings of certain retailers, including some of our retail customers. Many of our competitors have significant competitive
advantages, including longer operating histories, larger sales forces, bigger advertising budgets, better brand recognition among consumers,
greater economies of scale and long-term relationships with our key retail customers that are potentially more important to those customers
because of the significantly larger volume and product mix that our competitors sell to them. As a result, these competitors may be better
equipped than we are to influence consumer preferences or otherwise increase their market share by:
• quickly adapting to changes in customer requirements;
• readily taking advantage of acquisition and other opportunities;
• discounting excess inventory that has been written down or written off;
• devoting resources to the marketing and sale of their products, including significant advertising, media placement and product
endorsement;
• adopting aggressive pricing policies; and
• engaging in lengthy and costly intellectual property and other disputes.
In addition, while a component of one of our key growth strategies is to increase floor space for our products in retail stores, retailers
have limited resources and floor space and we must compete with others to develop relationships with them. Increased competition by existing
and future competitors could result in reductions in floor space in retail locations, reductions in sales or reductions in the prices of our
products, and if retailers earn greater margins from our competitors’ products, they may favor the display and sale of those products. Our
inability to compete successfully against our competitors and maintain our gross margin could have a material adverse effect on our business,
financial condition and results of operations.
Our profitability may decline as a result of increasing pressure on margins.

Our industry is subject to significant pricing pressure caused by many factors, including intense competition, consolidation in the retail
industry, pressure from retailers to reduce the costs of products and changes in consumer demand. These factors may cause us to reduce our
prices to retailers and consumers, which could cause our gross margin to decline if we are unable to offset price reductions with comparable
reductions in our operating costs. If our gross margin declines and we fail to sufficiently reduce our cost of goods sold or grow our net
revenues, our profitability will decline, and we could incur operating losses that we may be unable to fund or sustain for extended periods of
time, if at all. This could have a material adverse effect on our results of operations, liquidity and financial condition.
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Sales of performance athletic products may not continue to grow and this could adversely impact our ability to grow our business.
We believe that continued growth in industry-wide sales of performance athletic products will be largely dependent on consumers
continuing to transition from traditional alternatives, such as basic cotton T-shirts, to performance athletic products. If consumers are not
convinced that these athletic products are a better choice than traditional alternatives, growth in the industry and our business could be
adversely affected. In addition, because performance athletic products are often more expensive than traditional alternatives, consumers who
are convinced that these athletic products provide a better alternative may still not be convinced that they are worth the extra cost. If industry-
wide sales of performance athletic products do not grow, our ability to continue to grow our business and our financial condition and results
of operations could be materially adversely impacted.
We rely on third-party suppliers and manufacturers to provide fabrics for and to produce our products, and we have limited control over
these suppliers and manufacturers and may not be able to obtain quality products on a timely basis or in sufficient quantity.
Many of the specialty fabrics used in our products are technically advanced textile products developed by third parties and may be
available, in the short-term, from a very limited number of sources. Substantially all of our products are manufactured by unaffiliated
manufacturers, and, in 2008, eight manufacturers produced approximately 55% of our products. We have no long-term contracts with our
suppliers or manufacturing sources, and we compete with other companies for fabrics, raw materials, production and import quota capacity.
There can be no assurance that there will not be a significant disruption in the supply of fabrics or raw materials from current sources or,
in the event of a disruption, that we would be able to locate alternative suppliers of materials of comparable quality at an acceptable price, or at
all. In addition, we cannot be certain that our unaffiliated manufacturers will be able to fill our orders in a timely manner. If we experience
significant increased demand, or need to replace an existing manufacturer, there can be no assurance that additional supplies of fabrics or raw
materials or additional manufacturing capacity will be available when required on terms that are acceptable to us, or at all, or that any supplier
or manufacturer would allocate sufficient capacity to us in order to meet our requirements. In addition, even if we are able to expand existing or
find new manufacturing or fabric sources, we may encounter delays in production and added costs as a result of the time it takes to train our
suppliers and manufacturers in our methods, products and quality control standards. Any delays, interruption or increased costs in the supply
of fabric or manufacture of our products could have an adverse effect on our ability to meet retail customer and consumer demand for our
products and result in lower revenues and net income both in the short and long-term.
In addition, there can be no assurance that our suppliers and manufacturers will continue to provide fabrics and raw materials and to
manufacture products that are consistent with our standards. We have occasionally received, and may in the future continue to receive,
shipments of product that fail to conform to our quality control standards. In that event, unless we are able to obtain replacement products in a
timely manner, we risk the loss of revenues resulting from the inability to sell those products and related increased administrative and shipping
costs. In addition, because we do not control our manufacturers, products that fail to meet our standards or other unauthorized products could
end up in the marketplace without our knowledge, which could harm our brand and our reputation in the marketplace.
Labor disruptions at ports or our suppliers or manufacturers may adversely affect our business.
Our business depends on our ability to source and distribute products in a timely manner. As a result, we rely on the free flow of goods
through open and operational ports worldwide and on a consistent basis from our suppliers and manufacturers. Labor disputes at various
ports, such as those experienced at western U.S. ports in 2002, or at our suppliers or manufacturers, create significant risks for our business,
particularly if these disputes result in work slowdowns, lockouts, strikes or other disruptions during our peak importing or manufacturing
seasons, and could have an adverse effect on our business, potentially resulting in cancelled orders by customers, unanticipated inventory
accumulation or shortages and reduced net revenues and net income.
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Our international operations and the operations of many of our manufacturers are subject to additional risks that are beyond our control
and that could harm our business.
In 2008, our apparel and footwear were manufactured by 23 primary manufacturers, operating in 12 countries, eight of which
manufactured approximately 55% of our products. These manufacturers are primarily located in China, Dominican Republic, Honduras, Mexico
and Nicaragua. In 2008, approximately 59% of our products were manufactured in Asia, with 18% manufactured in Central and South America
and 18% manufactured in Mexico. In addition, approximately 9% of our 2008 net revenues were generated through international sales and
licensing fees. As a result of our international manufacturing and sales, we are subject to risks associated with doing business abroad,
including:
• political unrest, terrorism and economic instability resulting in the disruption of trade from foreign countries in which our products
are manufactured;
• currency exchange fluctuations;
• the imposition of new laws and regulations, including those relating to labor conditions, quality and safety standards, imports,
duties, taxes and other charges on imports, as well as trade restrictions and restrictions on the transfer of funds;
• reduced protection for intellectual property rights in some countries;
• understanding foreign consumer tastes and preferences that may differ from those in the United States;
• complying with foreign laws and regulations that differ from country to country;
• disruptions or delays in shipments; and
• changes in local economic conditions in countries where our manufacturers, suppliers or customers are located.
Fluctuations in the cost of raw materials could negatively affect our operating results.
The fabrics used by our suppliers and manufacturers are synthetic fabrics and involve raw materials, including petroleum-based
products. Significant price fluctuations or shortages in petroleum or other raw materials can materially adversely affect our cost of goods sold,
results of operations and financial condition.
Our operating results are subject to seasonal and quarterly variations in our net revenues and net income, which could adversely affect the
price of our Class A Common Stock.
We have experienced, and expect to continue to experience, seasonal and quarterly variations in our net revenues and net income. These
variations are primarily related to increased sales of our products during the fall season, reflecting our historical strength in fall sports, and the
seasonality of sales of our higher priced COLDGEAR® line. The majority of our net revenues were generated during the last two quarters in
each of 2008, 2007 and 2006, respectively.
Our quarterly results of operations may also fluctuate significantly as a result of a variety of other factors, including, among other things,
the timing of the introduction of and advertising for new products and changes in our product mix. Variations in weather conditions may also
have an adverse effect on our quarterly results of operations. For example, warmer than normal weather conditions throughout the fall or
winter may reduce sales of our COLDGEAR® line, leaving us with excess inventory and operating results below our expectations.
As a result of these seasonal and quarterly fluctuations, we believe that comparisons of our operating results between different quarters
within a single year are not necessarily meaningful and that these comparisons cannot be relied upon as indicators of our future performance.
Any seasonal or quarterly fluctuations that we report in the future may not match the expectations of market analysts and investors. This
could cause the price of our Class A Common Stock to fluctuate significantly.
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The value of our brand and sales of our products could be diminished if we are associated with negative publicity.
We require that our suppliers, independent manufacturers and licensees of our products operate their businesses in compliance with the
laws and regulations that apply to them as well as the social and other standards and policies we impose on them. We do not control these
suppliers, manufacturers or licensees or their labor practices. A violation of our policies, labor laws or other laws by our suppliers,
manufacturers or licensees could interrupt or otherwise disrupt our sourcing or damage our brand image. Negative publicity regarding the
production methods of any of our suppliers, manufacturers or licensees could adversely affect our reputation and sales and force us to locate
alternative suppliers, manufacturing sources or licensees.
In addition, we have sponsorship contracts with a variety of athletes and feature those athletes in our advertising and marketing efforts
and many athletes and teams use our products, including those teams or leagues for which we are an official supplier. Actions taken by
athletes, teams or leagues associated with our products that harm the reputations of those athletes, teams or leagues could also harm our
brand image and result in a material decrease in our net revenues and net income, which could have a material adverse effect on our financial
condition and liquidity.
Sponsorships and designations as an official supplier may become more expensive and this could impact the value of our brand image.
A key element of our marketing strategy has been to create a link in the consumer market between our products and professional and
collegiate athletes. We previously gained significant publicity and brand name recognition from the perceived sponsorships associated with
professional and collegiate athletes and sports programs using our products. The use of our products by athletes and teams was frequently
without our paying compensation or in exchange for our furnishing product at a reduced cost or without charge and without formal
arrangements. We also have licensing agreements to be the official supplier of performance apparel and footwear to a variety of sports teams
and leagues at the collegiate and professional level as well as Olympic teams. However, as competition in the performance apparel and
footwear industry has increased, the costs associated with athlete sponsorships and official supplier licensing agreements have risen
dramatically, including the costs associated with obtaining and retaining these sponsorships and agreements. There is no assurance that we
will be able to retain existing or attract new athletes or sports programs to wear or endorse our products or retain official supplier agreements at
a reasonable cost, or at all. If we are unable to maintain our current association with professional and collegiate athletes, teams and leagues, we
could lose the on-field authenticity associated with our products and may be required to modify and substantially increase the cost of our
marketing plan. As a result, our brand image, net revenues, expenses and profitability could be materially adversely affected.
If we encounter problems with our distribution system, our ability to deliver our products to the market would be adversely affected.
We rely on our two distribution facilities in Glen Burnie, Maryland for the majority of our product distribution. Our distribution facilities
include computer controlled and automated equipment, which means the operations are complicated and may be subject to a number of risks
related to security or computer viruses, the proper operation of software and hardware, power interruptions or other system failures. In
addition, because the majority of our products are distributed from two nearby locations, our operations could also be interrupted by floods,
fires or other natural disasters near our distribution facilities, as well as labor difficulties. We maintain business interruption insurance, but it
may not adequately protect us from the adverse effects that could be caused by significant disruptions in our distribution facilities, such as
the long-term loss of customers or an erosion of our brand image. In addition, our distribution capacity is dependent on the timely performance
of services by third parties, including the shipping of product to and from our distribution facilities. If we encounter problems with our
distribution facilities, our ability to meet customer expectations, manage inventory, complete sales and achieve objectives for operating
efficiencies could be materially adversely affected.
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We rely significantly on information technology and any failure, inadequacy, interruption or security lapse of that technology could harm
our ability to effectively operate our business.
Our ability to effectively manage and maintain our inventory and internal reports, and to ship products to customers and invoice them on
a timely basis depends significantly on our enterprise resource planning, warehouse management, and other information systems. The failure
of these systems to operate effectively or to integrate with other systems, or a breach in security of these systems could cause delays in
product fulfillment and reduced efficiency of our operations, and it could require significant capital investments to remediate any such failure,
problem or breach. We cannot assure you that such events will not occur.
Our failure to comply with trade and other regulations could lead to investigations or actions by government regulators and negative
publicity.
The labeling, distribution, importation and sale of our products are subject to extensive regulation by various federal agencies, including
the Federal Trade Commission, or FTC, Consumer Product Safety Commission, or CPSC, and state attorneys general in the U.S., as well as by
various other federal, state, provincial, local and international regulatory authorities in the countries in which our products are distributed or
sold. If we fail to comply with those regulations, we could become subject to significant penalties or claims, which could harm our results of
operations or our ability to conduct our business. In addition, the adoption of new regulations or changes in the interpretation of existing
regulations may result in significant compliance costs or discontinuation of product sales and may impair the marketing of our products,
resulting in significant loss of net revenues.
Our failure to comply with FTC, CPSC or state regulations, or with regulations in foreign markets that cover our product claims and
advertising, including direct claims and advertising by us, may result in enforcement actions and imposition of penalties or otherwise harm the
distribution and sale of our products.
Our Chief Executive Officer controls the majority of the voting power of our common stock.
Our Class A Common Stock has one vote per share and our Class B Convertible Common Stock has 10 votes per share. Our Chief
Executive Officer, Kevin A. Plank, beneficially owns all 12.5 million shares outstanding of Class B Convertible Common Stock. As a result,
Mr. Plank has the majority voting control and is able to direct the election of all of the members of our Board of Directors and other matters we
submit to a vote of our stockholders. This concentration of ownership may have various effects including, but not limited to, delaying or
preventing a change of control.
Risks Related to Our Management
Our future success is substantially dependent on the continued service of our senior management and other key employees.
Our future success is substantially dependent on the continued service of our senior management and other key employees, particularly
Kevin A. Plank, our founder and Chief Executive Officer. The loss of the services of our senior management or other key employees could
make it more difficult to successfully operate our business and achieve our business goals.
We also may be unable to retain existing management, technical, sales and customer support personnel that are critical to our success,
which could result in harm to key customer relationships, loss of key information, expertise or know-how and unanticipated recruitment and
training costs.
If we are unable to attract and retain new team members, including senior management, we may not be able to achieve our business
objectives.
Our growth has largely been the result of significant contributions by our current senior management and product design teams.
However, to be successful in continuing to grow our business, we will need to continue to
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attract, retain and motivate highly talented employees with a range of skills and experience. Competition for employees in our industry is
intense and we have experienced difficulty from time to time in attracting the personnel necessary to support the growth of our business, and
we may experience similar difficulties in the future. With new additions to our senior management we may develop and implement changes in
our product development, merchandising, marketing and operational strategies. There can be no assurance that we would successfully
assimilate new senior management and make strategic modifications to our past operating policies in a timely and efficient manner, and if we
are unable to attract, assimilate and retain additional senior management with the necessary skills, we may not be able to grow or successfully
operate our business.
Risks Related to Proprietary Rights
Our fabrics and manufacturing technology are not patented and can be imitated by our competitors.
The intellectual property rights in the technology, fabrics and processes used to manufacture our products are generally owned or
controlled by our suppliers and are generally not unique to us. Our ability to obtain patent protection for our products is limited and we
currently own no fabric or process patents. As a result, our current and future competitors are able to manufacture and sell products with
performance characteristics and fabrications similar to our products. Because many of our competitors, such as Nike and adidas, have
significantly greater financial, distribution, marketing and other resources than we do, they may be able to manufacture and sell products
based on our fabrics and manufacturing technology at lower prices than we can. If our competitors do sell similar products to ours at lower
prices, our net revenues and profitability could be materially adversely affected.
Our trademark and other proprietary rights could potentially conflict with the rights of others and we may be prevented from selling some of
our products.
Our success depends in large part on our brand image. We believe that our registered and common law trademarks have significant value
and are important to identifying and differentiating our products from those of our competitors and creating and sustaining demand for our
products. We cannot assure you that obstacles will not arise as we expand our product line and the geographic scope of our marketing. From
time to time, we have received claims relating to the intellectual property rights of others, and we expect that third parties will continue to
assert intellectual property claims against us, particularly as we expand our business and the number of products we offer. Any claim,
regardless of its merit, could be expensive and time consuming to defend. Successful infringement claims against us could result in significant
monetary liability or prevent us from selling some of our products. In addition, resolution of claims may require us to redesign our products,
license rights belonging to third parties or cease using those rights altogether. Any of these events could harm our business and have a
material adverse effect on our results of operations, liquidity and financial condition.
Our failure to protect our intellectual property rights could diminish the value of our brand, weaken our competitive position and reduce our
revenues.
We currently rely on a combination of copyright, trademark and trade dress laws, patent laws, unfair competition laws, confidentiality
procedures and licensing arrangements to establish and protect our intellectual property rights. We cannot assure you that the steps taken by
us to protect our proprietary rights will be adequate to prevent infringement of our trademarks and proprietary rights by others, including
imitation of our products and misappropriation of our brand. In addition, intellectual property protection may be unavailable or limited in some
foreign countries where laws or law enforcement practices may not protect our proprietary rights as fully as in the United States, and it may be
more difficult for us to successfully challenge the use of our proprietary rights by other parties in these countries. If we fail to protect and
maintain our intellectual property rights, the value of our brand could be diminished and our competitive position may suffer.
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From time to time, we discover unauthorized products in the marketplace that are either counterfeit reproductions of our products or
unauthorized irregulars that do not meet our quality control standards. If we are unsuccessful in challenging a third party’s products on the
basis of trademark infringement, continued sales of their products could adversely impact our brand, result in the shift of consumer
preferences away from our products and adversely affect our business.
We have licensed in the past, and expect to license in the future, certain of our proprietary rights, such as trademarks or copyrighted
material, to third parties. These licensees may take actions that diminish the value of our proprietary rights or harm our reputation.
ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.
ITEM 2. PROPERTIES
Our principal executive and administrative offices are located at an office complex in Baltimore, Maryland. We believe that our current
location and the additional planned approximate 140,000 square feet of office space adjacent to our current location will be sufficient for the
operation of our business over the next twelve months. We opened our primary distribution facility in Glen Burnie, Maryland in June 2004, and
opened an additional distribution facility in Glen Burnie, Maryland during the second quarter of 2007. We believe our distribution facilities and
space available through our third-party logistics providers will be adequate to meet our short term needs. We expect to expand to additional
facilities in the future.
The location, general use, approximate size and lease term of our properties as of December 31, 2008, none of which is owned by us, are
set forth below:
Approxim ate Le ase

Location Use S qu are Fe e t En d Date
Baltimore, MD Corporate headquarters 119,215 (1)
Amsterdam, The
Netherlands European headquarters 6,300 December 2011
Glen Burnie, MD Distribution facilities, 17,000 square foot quick-turn, Special Make-Up
Shop manufacturing facility and 4,500 square foot retail outlet store 667,000 (2)
Denver, CO Sales office 6,000 August 2009
Ontario, Canada Sales office 10,000 October 2011
Guangzhou, China Quality assurance & sourcing for footwear 1,400 December 2010
Hong Kong Quality assurance & sourcing for apparel 4,500 March 2010
Various Retail store space 115,300 (3)
(1) Includes various lease obligations with options to renew beginning May 2010 through April 2012.
(2) Includes a 359,000 square foot facility with an option to renew in September 2011 and a 308,000 square foot facility with an option to
renew in April 2013.
(3) Includes twenty eight retail stores located in the United States with lease end dates of December 2009 through August 2019. We also
have an additional retail outlet store which is included in the Glen Burnie, Maryland location in the table above. We anticipate that we will
be able to extend these leases that expire in the near future on satisfactory terms or relocate to other locations.
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ITEM 3. LEGAL PROCEEDINGS

From time to time, we have been involved in various legal proceedings. We believe that all such litigation is routine in nature and
incidental to the conduct of our business, and we believe that no such litigation will have a material adverse effect on our financial condition,
cash flows or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.
Executive Officers of the Registrant

Our executive officers are:
Nam e Age Position
Kevin A. Plank 36 Chief Executive Officer and Chairman of the Board of Directors
David W. McCreight 46 President
Wayne A. Marino 48 Chief Operating Officer
Brad Dickerson 44 Chief Financial Officer
Stephen J. Battista 35 Senior Vice President of Brand
James E. Calo 46 Chief Supply Chain Officer
Kip J. Fulks 36 Senior Vice President of Outdoor and Innovation
Kevin M. Haley 40 Senior Vice President of Consumer Insights
Suzanne J. Karkus 51 Senior Vice President of Apparel
Peter Mahrer 49 President and Managing Director, Under Armour Europe B.V.
Matthew C. Mirchin 49 Senior Vice President of North American Sales
Raphael J. Peck 39 Senior Vice President of Footwear and Licensing
J. Scott Plank 43 Senior Vice President of Retail
Melissa A. Wallace 50 Senior Vice President of Talent
Kevin A. Plank has been our Chief Executive Officer and Chairman of the Board of Directors since 1996, and served as our President from
1996 to July 2008. Mr. Plank also is a member of the Board of Trustees of the University of Maryland. Mr. Plank’s brother is J. Scott Plank, our
Senior Vice President of Retail.
David W. McCreight has been our President since July 2008. Prior to joining our Company, he served as President of Lands End from
August 2005 to July 2008 and Senior Vice President of Merchandising from November 2003 to July 2005. Prior thereto, Mr. McCreight served
as Senior Vice President and General Merchandising Manager of Disney Stores Worldwide from 2001 to 2003, and in other executive
capacities, including President, at Smith & Hawken from 1994 to 2001.
Wayne A. Marino has been Chief Operating Officer since March 2008. Prior to that, he served as Executive Vice President and Chief
Financial Officer from March 2006 to February 2008, as Senior Vice President and Chief Financial Officer from February 2005 to February 2006
and Vice President and Chief Financial Officer from January 2004 to January 2005. Prior to joining our Company, Mr. Marino served as Chief
Financial Officer of Nautica Enterprises, Inc. from 2000 to 2003. From 1998 to 2000, Mr. Marino served as Chief Financial Officer for
Hartstrings Inc. Prior thereto, Mr. Marino served in a variety of capacities, including Divisional Chief Financial Officer, for Polo Ralph Lauren
Corporation.
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Brad Dickerson has been our Chief Financial Officer since March 2008. Prior to that, he served as Vice President of Accounting and
Finance from February 2006 to February 2008 and Corporate Controller from July 2004 to February 2006. Prior to joining our Company,
Mr. Dickerson served as Chief Financial Officer of Macquarie Aviation North America from January 2003 to July 2004 and in various capacities
for Network Building & Consulting from 1994 to 2003, including Chief Financial Officer from 1998 to 2003.
Stephen J. Battista has been Senior Vice President of Brand since March 2008. Prior to that, Mr. Battista served as Vice President of
Brand from January 2005 to February 2008, Director of Marketing from 2002 to 2004 and Director of Corporate Communications from 2000 to
2002.
James E. Calo has been the Chief Supply Chain Officer since October 2006. Prior to joining our Company, Mr. Calo served as Senior Vice
President of Operations for VF Sportswear, Inc. (formerly Nautica Enterprises, Inc.) from October 2000 to September 2006 and Vice President of
Operations for Polo Ralph Lauren Corporation from May 1994 to October 2000 and Divisional CFO and Director of Operations for Polo
Clothing Company from November 1991 to May 1994.
Kip J. Fulks has been Senior Vice President of Outdoor since October 2007 and of Innovation since March 2008. Prior to that, Mr. Fulks
served as the Senior Vice President of Sourcing, Quality Assurance and Product Development from March 2006 to September 2007 and Vice
President of Sourcing and Quality Assurance from 1997 to February 2006.
Kevin M. Haley has been Senior Vice President of Consumer Insights since January 2009. Prior to that, Mr. Haley served as Senior Vice
President of Sports Marketing from October 2007 to December 2008 and Vice President—House Counsel from September 2005 to September
2007. Prior to joining our Company, Mr. Haley served in various capacities in the Securities and Exchange Commission from 2000 to 2005, most
recently as a Branch Chief in the Financial Fraud Task Force. From 1996 to 2000, Mr. Haley represented corporate clients as an attorney in
private practice.
Suzanne J. Karkus has been Senior Vice President of Apparel since January 2008. Prior to joining our Company, she served as President
of Izod Womenswear from 2003 to 2007, President of the Women’s Division of Calvin Klein Jeanswear from September 1998 to January 2003,
Vice President of the Women’s Division of Calvin Klein Jeanswear from June 1997 to September 1998 and Senior Director of Calvin Klein
Jeanswear from November 1994 to June 1997.
Peter Mahrer has been President and Managing Director of Under Armour Europe, B.V., since July 2007. Prior to joining our Company,
Mr. Mahrer served as Head of International Sales and General Manager, Central Europe for Puma AG from February 2001 to June 2007. A
member of Puma’s Group Executive Committee, he was responsible for the Company’s global sales strategy. Prior to his tenure at Puma,
Mr. Mahrer held executive positions at adidas AG from 1994 to 2000, including head of the Global Football unit from 1994 to 1999 where he was
responsible for development and implementation of all product categories and sports marketing. In addition, Mr. Mahrer previously held a
senior position at Intersport International Corp.
Matthew C. Mirchin has been Senior Vice President of North American Sales since March 2008. Prior to that, Mr. Mirchin served as Vice
President of North American Sales from March 2006 to February 2008 and Vice President of U.S. Sales from May 2005 to February 2006. Prior to
joining our Company, Mr. Mirchin served as President of Retail and Bookstores from 2004 to 2005 and President of Team Sports from 2001 to
2004 for Russell Athletic. Prior to joining Russell Athletic, Mr. Mirchin served in various capacities at the Champion Division of Sara Lee
Corporation from 1994 to 2001.
Raphael J. Peck has been the Senior Vice President of Footwear and Licensing since March 2008. Prior to that, Mr. Peck served as Vice
President of Footwear and Licensing from January 2008 to February 2008, Vice President of Product Creation and Merchandising from October
2003 to December 2007 and Director of Global Apparel and Licensing from May 2002 to September 2003. Prior to joining our Company,
Mr. Peck served as the Global Product Line Manager from 2000 to 2002 and SMU Product Line Manager from 1999 to 2000 of adidas AG.
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J. Scott Plank has been Senior Vice President of Retail since March 2006. Prior to that, Mr. Plank served as Chief Administrative Officer
from January 2004 to February 2006 and Vice President of Finance from 2000 to December 2003 with operational and strategic responsibilities.
Mr. Plank was a director of the Company from 2001 until July 2005. Mr. Plank is the brother of Kevin A. Plank, our Chief Executive Officer and
Chairman of the Board of Directors.
Melissa A. Wallace has been Senior Vice President of Talent since March 2008. Prior to that, Ms. Wallace served as Vice President of
Human Resources from January 2007 to February 2008. Prior to joining our Company, Ms. Wallace served as Vice President of Human
Resources for Party City Corporation from March 2002 to December 2006, Senior Vice President of Human Resources for Ann Taylor Stores
Corporation from July 2001 to February 2002 and Vice President of Human Resources for Liz Claiborne Inc. from September 1996 to July 2001.
Prior thereto, she served as Director of Human Resources for Liz Claiborne Inc., United Retail Group Inc. and Mandee and Annie Sez Stores.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
Under Armour’s Class A Common Stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “UA”. As of January 31,
2009, there were 897 record holders of our Class A Common Stock and 3 record holders of Class B Convertible Common Stock which are
beneficially owned by our Chief Executive Officer Kevin A. Plank. The following table sets forth by quarter the high and low sale prices of our
Class A Common Stock on the NYSE during 2008 and 2007.
High Low
2008
First Quarter (January 1 – March 31) $47.16 $25.39
Second Quarter (April 1 – June 30) $38.90 $25.25
Third Quarter (July 1 – September 30) $43.52 $23.50
Fourth Quarter (October 1 – December 31) $31.94 $16.05
2007
First Quarter (January 1 – March 31) $52.30 $43.34
Second Quarter (April 1 – June 30) $53.23 $41.37
Third Quarter (July 1 – September 30) $73.40 $45.66
Fourth Quarter (October 1 – December 31) $63.90 $41.51
Dividends
No cash dividends were declared or paid during 2008 or 2007 on any class of our common stock. We currently anticipate that we will
retain any future earnings for use in our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. In
addition, under our new credit facility entered in January 2009, we must comply with a fixed charge coverage ratio that could limit our ability to
pay dividends to our stockholders. See “Financial Position, Capital Resources and Liquidity” within Management’s Discussion and Analysis
and Note 18 to the Consolidated Financial Statements for further discussion of our new credit facility.
Stock Compensation Plans

The following table contains certain information regarding our equity compensation plans.
Nu m be r of Nu m be r of se cu ritie s
se cu ritie s to be re m aining
issu e d u pon available for fu ture
e xe rcise W e ighte d-ave rage issu an ce u n de r e qu ity
of e xe rcise price of com pe n sation plan s
ou tstan ding option s, ou tstan ding option s, (e xcluding se cu ritie s
warran ts and righ ts warran ts and righ ts re fle cte d in colum n (a))
Plan C ate gory (a) (b) (c)
Equity Compensation plans approved by
security holders 2,514,753 $ 15.92 1,818,227
Equity Compensation plans not approved by
security holders 480,000 $ 36.99 —
The number of securities to be issued upon exercise of outstanding options, warrants and rights issued under equity compensation
plans approved by security holders includes 59,219 restricted stock units and deferred stock units issued to employees and directors of Under
Armour; these restricted stock units and deferred stock units are
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not included in the weighted average exercise price calculation above. The number of securities remaining available for future issuance
includes 903,824 shares of our Class A Common Stock under our 2005 Omnibus Long-Term Incentive Plan (2005 Stock Plan) and 914,403
shares of our Class A Common Stock under our Employee Stock Purchase Plan. In addition to securities issued upon the exercise of stock
options, warrants and rights, the 2005 Stock Plan authorizes the issuance of restricted and unrestricted shares of our Class A Common Stock
and other equity awards (see Note 12 to the Consolidated Financial Statements for information required by this Item regarding the material
features of each such plan).
The number of securities issued under equity compensation plans not approved by security holders includes 480,000 fully vested and
non-forfeitable warrants granted in 2006 to NFL Properties LLC as partial consideration for footwear promotional rights (see Note 12 to the
Consolidated Financial Statements for a further discussion on the warrants).
Recent Sales of Unregistered Equity Securities

From November 20, 2008 through February 6, 2009, we issued 90,923 shares of Class A Common Stock upon the exercise of previously
granted stock options to employees at a weighted average exercise price of $2.27 per share, for an aggregate amount of consideration of
$206,496.
The issuances of securities described above were made in reliance upon Section 4(2) under the Securities Act in that any issuance did
not involve a public offering or under Rule 701 promulgated under the Securities Act, in that they were offered and sold either pursuant to
written compensatory plans or pursuant to a written contract relating to compensation, as provided by Rule 701.
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Stock Performance Graph

The stock performance graph below compares cumulative total return on Under Armour, Inc. Class A Common Stock from November 18,
2005 (the date of Under Armour’s initial public offering) through December 31, 2008 to the cumulative total return of the NYSE Market Index
and the Hemscott Group Textile-Apparel Clothing Index for the same period. The graph assumes an initial investment of $100 in Under Armour
and each index as of November 18, 2005 and reinvestment of any dividends. The graph assumes an initial value of Under Armour’s Class A
Common Stock on November 18, 2005 of $25.30, which was the closing price on its first day of trading. If the initial value in Under Armour
Class A Common Stock was the initial public offering price of $13.00, the cumulative total return of the initial investment of $100 on
November 18, 2005 would be $183.38, $335.92, $388.08 and $294.69 as of December 31, 2008, 2007, 2006 and 2005, respectively. The performance
shown on the graph below is not intended to forecast or be indicative of possible future performance of our common stock.
LOGO
11/18/2005 12/31/2005 12/31/2006 12/31/2007 12/31/2008

Under Armour, Inc. $ 100.00 $ 151.42 $ 199.41 $ 172.61 $ 94.23
NYSE Market Index $ 100.00 $ 100.66 $ 117.93 $ 124.24 $ 78.02
Hemscott Group Textile – Apparel Clothing Index $ 100.00 $ 103.00 $ 131.72 $ 111.27 $ 63.95
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ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data is qualified by reference to, and should be read in conjunction with, the Consolidated Financial
Statements, including the notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
included elsewhere in this Form 10-K.
Ye ar En de d De ce m be r 31,
2008 2007 2006 2005 2004
(In thousands, except per share amounts)
Statements of Income data:
Net revenues $725,244 $606,561 $430,689 $281,053 $205,181
Cost of goods sold 370,296 301,517 215,089 145,203 109,748
Gross profit 354,948 305,044 215,600 135,850 95,433
Operating expenses
Selling, general and administrative expenses 278,023 218,779 158,682 100,040 70,280
Income from operations 76,925 86,265 56,918 35,810 25,153
Interest income (expense), net (850) 749 1,457 (2,915) (1,283)
Other income (expense), net (6,175) 2,029 712 79 226
Income before income taxes 69,900 89,043 59,087 32,974 24,096
Provision for income taxes 31,671 36,485 20,108 13,255 7,774
Net income 38,229 52,558 38,979 19,719 16,322
Accretion of and cumulative preferred dividends on Series A preferred
stock — — — 5,307 1,994
Net income available to common stockholders $ 38,229 $ 52,558 $ 38,979 $ 14,412 $ 14,328
Net income available per common share:
Basic $ 0.79 $ 1.09 $ 0.83 $ 0.39 $ 0.41
Diluted $ 0.77 $ 1.05 $ 0.79 $ 0.36 $ 0.39
Weighted average common shares outstanding:
Basic 48,569 48,021 46,983 37,199 35,124
Diluted 49,890 49,959 49,587 39,686 36,774
Dividends declared $ — $ — $ — $ — $ 5,000
At De ce m be r 31,
2008 2007 2006 2005 2004
(In thousands)
Balance Sheet data:
Cash and cash equivalents $102,042 $ 40,588 $ 70,655 $ 62,977 $ 1,085
Working capital (1) 263,313 226,546 173,389 134,118 16,690
Inventories 182,232 166,082 81,031 53,607 48,055
Total assets 487,555 390,613 289,368 203,687 110,977
Total debt and capital lease obligations, including current maturities 45,591 14,332 6,257 8,391 45,133
Mandatorily Redeemable Series A Preferred Stock — — — — 6,692
Total stockholders’ equity $331,097 $280,485 $214,388 $150,830 $ 21,237
(1) Working capital is defined as current assets minus current liabilities.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this section should be read in conjunction with our Consolidated Financial Statements and related
notes and the information contained elsewhere in this Form 10-K under the captions “Risk Factors,” “Selected Financial Data,” and
“Business.”
Overview
We are a leading developer, marketer and distributor of branded performance apparel, footwear and accessories. The brand’s moisture-
wicking synthetic fabrications are engineered in many different designs and styles for wear in nearly every climate to provide a performance
alternative to traditional natural fiber products. Our products are sold worldwide and worn by athletes at all levels, from youth to professional,
on playing fields around the globe, as well as by consumers with active lifestyles.
Our net revenues grew to $725.2 million in 2008 from $205.2 million in 2004. We believe that our growth in net revenues has been driven
by a growing interest in performance products and the strength of the Under Armour brand in the marketplace relative to our competitors, as
evidenced by the increases in our sales of apparel, footwear and accessories. We plan to continue to increase our net revenues by building
upon our relationships with existing customers, expanding our product offerings, offering new products, building our direct to consumer sales
channel and building our brand internationally. Our direct to consumer channel includes sales through our retail outlet and specialty stores,
website, and catalog. New product offerings included the May 2008 introduction of performance training footwear, which we began shipping
in the first quarter of 2008, and the January 2009 introduction of performance running footwear, which we began shipping in the first quarter of
2009. In addition, we have strategic agreements with third party licensees and distributors to further reinforce our brand identity and increase
our net revenues.
Our products are currently offered in over 17,000 retail stores worldwide. A large majority of our products are sold in North America;
however we believe that our products appeal to athletes and consumers with active lifestyles around the globe. Internationally, our products
are offered primarily in the United Kingdom, France and Germany, as well as in Japan through a third-party licensee, and through distributors
located in other foreign countries.
We believe there is an increasing recognition of the health benefits of an active lifestyle. We believe this trend provides us with an
expanding consumer base for our products. We also believe there is a continuing shift in consumer demand from basic cotton products to our
performance products, which are intended to provide better performance by wicking perspiration away from the skin, helping to regulate body
temperature and enhancing comfort. We believe that these shifts in consumer preferences and lifestyles are not unique to the United States,
but are occurring in a number of markets globally, thereby increasing our opportunities to introduce our performance products to new
consumers.
Although we believe these trends will facilitate our growth, we also face potential challenges that could limit our ability to take
advantage of these opportunities, including, among others, the risk of general economic or market conditions that could affect consumer
spending and the financial health of our retail customers. In addition, we may not be able to manage our growth effectively and consistently be
able to anticipate consumer preferences and develop new products that meet changing preferences in a timely manner. Furthermore, our
industry is very competitive. Our profitability may decline if we experience increasing pressure on margins, if we lose one or more of our key
customers or if our competitors establish the brand loyalty of our current or potential consumers. While we seek to diversify our manufacturer
base to minimize the risk of interruptions in the supply of raw materials for our products and have what we believe is a diverse manufacturing
base globally, we may still be susceptible to general economic changes such as increases in the costs of raw materials, including petroleum,
which is a significant component of many of our products, or other disruptions in international trade. For a more complete discussion of the
risks facing our business, see “Risk Factors.”
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General
Net revenues comprise both net sales and license revenues. Net sales comprise our five primary product categories, which are men’s,
women’s and youth apparel, footwear and accessories. Our license revenues consist of fees paid to us by our licensees in exchange for the
use of our trademarks on core products of socks, hats, bags, eyewear and other accessories, as well as the distribution of our products in
Japan.
Cost of goods sold consists primarily of product costs, inbound freight and duty costs, handling costs to make products floor-ready to
customer specifications, royalty payments to endorsers based on a predetermined percentage of sales of selected products and write downs
for inventory obsolescence. The fabrics in our products are made of petroleum-based synthetic materials. Therefore our product costs, as well
as our inbound freight costs, could be affected by long term pricing trends of oil. In general, as a percentage of net revenues, we expect cost of
goods sold associated with our footwear to be higher than the cost of goods sold associated with our apparel. In addition, cost of goods sold
includes overhead costs associated with our Special Make-Up Shop located at one of our distribution facilities where we manufacture a limited
number of products, and costs relating to our Hong Kong and Guangzhou, China offices which help support manufacturing, quality assurance
and sourcing efforts. No cost of goods sold is associated with license revenues.
We include a majority of our outbound shipping and handling costs as a component of selling, general and administrative expenses. As
a result, our gross profit may not be comparable to that of other companies that include outbound shipping and handling costs in the
calculation of their cost of goods sold. Outbound shipping and handling costs include costs associated with shipping goods to customers
and certain costs to operate our distribution facilities. These costs were $17.2 million, $13.7 million and $10.5 million for the years ended
December 31, 2008, 2007 and 2006, respectively.
Our selling, general and administrative expenses consist of costs related to marketing, selling, product innovation and supply chain and
corporate services. Our marketing costs are an important driver of our growth. Historically, our marketing investments have been within the
range of 10% to 12% of net revenues. For the full year 2008, we planned our investments in marketing to be at the high-end of the range of 12%
to 13% of net revenues, and our actual investments in marketing for 2008 were 13.1% of net revenues. Marketing costs consist primarily of
commercials, print ads, league, team and player sponsorships, amortization of footwear promotional rights, depreciation expense specific to our
in-store fixture program and marketing related payroll. Selling costs consist primarily of payroll and other costs relating to sales through our
wholesale and direct to consumer sales channels, along with commissions paid to third parties. Product innovation and supply chain costs
include our apparel and footwear product creation and development costs, distribution facility operating costs, and related payroll. Corporate
services primarily consist of corporate facility operating costs, related payroll and company-wide administrative and stock-based
compensation expenses.
Other income (expense), net consists of unrealized and realized gains and losses on our derivative financial instruments and unrealized
and realized gains and losses on adjustments that arise from fluctuations in foreign currency exchange rates relating to transactions generated
by our international subsidiaries.
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Results of Operations
The following table sets forth key components of our results of operations for the periods indicated, both in dollars and as a percentage
of net revenues:
(In thousands) 2008 2007 2006
Net revenues $725,244 $606,561 $430,689
Cost of goods sold 370,296 301,517 215,089
Gross profit 354,948 305,044 215,600
Selling, general and administrative expenses 278,023 218,779 158,682
Income from operations 76,925 86,265 56,918
Interest income (expense), net (850) 749 1,457
Other income (expense), net (6,175) 2,029 712
Income before income taxes 69,900 89,043 59,087
Provision for income taxes 31,671 36,485 20,108
Net income $ 38,229 $ 52,558 $ 38,979
(As a percentage of net revenues) 2008 2007 2006
Net revenues 100.0% 100.0% 100.0%
Cost of goods sold 51.1 49.7 49.9
Gross profit 48.9 50.3 50.1
Selling, general and administrative expenses 38.3 36.1 36.9
Income from operations 10.6 14.2 13.2
Interest income (expense), net (0.1) 0.1 0.3
Other income (expense), net (0.9) 0.4 0.2
Income before income taxes 9.6 14.7 13.7
Provision for income taxes 4.3 6.0 4.6
Net income 5.3% 8.7% 9.1%
Year Ended December 31, 2008 Compared to Year Ended December 31, 2007
Net revenues increased $118.6 million, or 19.6%, to $725.2 million for the year ended December 31, 2008 from $606.6 million for the same
period in 2007. This increase was primarily the result of an increase in our net sales as noted in the product category table below:
2008 2007 $ C h an ge % C h an ge
(In thousands)
Men’s $382,066 $348,150 $ 33,916 9.7%
Women’s 140,772 115,867 24,905 21.5
Youth 56,049 48,596 7,453 15.3
Total apparel 578,887 512,613 66,274 12.9
Footwear 84,848 40,878 43,970 107.6
Accessories 31,547 29,054 2,493 8.6
Total net sales 695,282 582,545 112,737 19.4
License revenues 29,962 24,016 5,946 24.8
Total net revenues $725,244 $606,561 $ 118,683 19.6%
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Net sales increased $112.8 million, or 19.4%, to $695.3 million for the year ended December 31, 2008 from $582.5 million during the same
period in 2007 as noted in the table above. The increase in net sales primarily reflects:
• $44.0 million, or 107.6%, increase in footwear sales driven primarily by our performance training footwear launch;
• unit volume growth in certain existing apparel, such as team, golf, mountain, basketball and underwear products; partially offset by
decreased unit volume within our compression products;
• increased average apparel selling prices driven primarily by a higher percentage of direct to consumer sales in the current year
period versus the prior year period; and
• product introductions subsequent to December 31, 2007 in multiple product categories, most significantly in our training, golf,
basketball and mountain categories; partially offset by
• an overall reduction in at-once orders and higher wholesale order cancellations, as result of the weakening retail environment
during the back half of the fourth quarter of 2008.
License revenues increased $6.0 million, or 24.8%, to $30.0 million for the year ended December 31, 2008 from $24.0 million during the
same period in 2007. This increase in license revenues was a result of increased sales by our licensees due to increased distribution and
continued unit volume growth, along with new product offerings.
Gross profit increased $49.9 million to $354.9 million for the year ended December 31, 2008 from $305.0 million for the same period in 2007.
Gross profit as a percentage of net revenues, or gross margin, decreased 140 basis points to 48.9% for the year ended December 31, 2008
compared to 50.3% during the same period in 2007. The decrease in gross margin percentage was primarily driven by the following:
• higher proportion of total sales year over year from footwear which have lower margins than our apparel, accounting for an
approximate 130 basis point decrease;
• less favorable apparel mix relative to margins, along with higher product and inbound logistics costs, accounting for an approximate
60 basis point decrease; partially offset by
• increased sales through our direct to consumer channel which produces higher margins, along with increased license revenues,
accounting for an approximate 60 basis point increase.
Selling, general and administrative expenses increased $59.2 million to $278.0 million for the year ended December 31, 2008 from $218.8
million for the same period in 2007. As a percentage of net revenues, selling, general and administrative expenses increased to 38.3% for the
year ended December 31, 2008 from 36.1% for the same period in 2007. These changes were primarily attributable to the following:
• Marketing costs increased $23.7 million to $94.9 million for the year ended December 31, 2008 from $71.2 million for the same period
in 2007 primarily due to sponsorship of new teams and athletes on the collegiate and professional levels, increased marketing costs
for specific customers, increased personnel costs, along with our print and in-store brand marketing campaign supporting the
introduction of our performance training footwear. As a percentage of net revenues, marketing costs increased to 13.1% for the
year ended December 31, 2008 from 11.7% for the same period in 2007 primarily due to the items noted above, partially offset by
lower media expenditures during 2008.
• Selling costs increased $13.1 million to $56.1 million for the year ended December 31, 2008 from $43.0 million for the same period in
2007. This increase was primarily due to costs incurred for the continued expansion of our direct to consumer channel, along with
additional personnel in our domestic and international sales force. As a percentage of net revenues, selling costs increased to 7.7%
for the year ended December 31, 2008 from 7.1% for the same period in 2007 due to the continued expansion of our direct to
consumer channel, partially offset by lower personnel costs as a percentage of net revenues in 2008.
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• Product innovation and supply chain costs increased $11.9 million to $61.5 million for the year ended December 31, 2008 from $49.6
million for the same period in 2007 primarily due to higher distribution facilities operating and personnel costs to support our
growth in net revenues and higher personnel costs for the design and sourcing of our expanding footwear and apparel lines. As a
percentage of net revenues, product innovation and supply chain costs increased to 8.5% for the year ended December 31, 2008
from 8.2% for the same period in 2007 primarily due to the items noted above.
• Corporate services costs increased $10.5 million to $65.5 million for the year ended December 31, 2008 from $55.0 million for the
same period in 2007. This increase was attributable primarily to higher company-wide stock-based compensation, higher allowances
for bad debts related to the current economic conditions and post-implementation consulting costs and depreciation expense
related to our new warehouse management system and other information technology initiatives. As a percentage of net revenues,
corporate services costs decreased slightly to 9.0% for the year ended December 31, 2008 from 9.1% for the same period in 2007.
Income from operations decreased $9.4 million, or 10.8%, to $76.9 million for the year ended December 31, 2008 from $86.3 million for the
same period in 2007. Income from operations as a percentage of net revenues decreased to 10.6% for the year ended December 31, 2008 from
14.2% for the same period in 2007. This decrease was a result of an increase in selling, general and administrative expenses and a decrease in
gross profit as a percentage of net revenues as discussed above.
Interest income (expense), net decreased $1.6 million to ($0.9) million for the year ended December 31, 2008 from $0.7 million for the same
period in 2007. This decrease was primarily due to lower interest income earned on cash and cash equivalents as our investments were lower
yielding in 2008 than in 2007 and higher interest expense due to increased borrowings on our revolving credit and long term debt facilities
during 2008 as compared to 2007.
Other income (expense), net decreased $8.2 million to ($6.2) million for the year ended December 31, 2008 from $2.0 million for the same
period in 2007. This change was primarily due to losses on foreign currency exchange rate changes on transactions primarily denominated in
the Euro, partially offset by gains on derivative financial instruments.
Provision for income taxes decreased $4.8 million to $31.7 million for the year ended December 31, 2008 from $36.5 million for the same
period in 2007. For the year ended December 31, 2008, our effective tax rate was 45.3% compared to 41.0% for the same period in 2007. The
increase in the 2008 full year effective tax rate was primarily attributable to losses in foreign subsidiaries, partially caused by foreign currency
exchange rate losses, which resulted in a larger proportion of our consolidated taxable income earned in the United States, which has higher
tax rates than in our foreign jurisdictions. In addition, the 2008 effective tax rate increase was also driven by an increase in the state income tax
rate in Maryland, where our corporate headquarters is located.
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Year Ended December 31, 2007 Compared to Year Ended December 31, 2006
Net revenues increased $175.9 million, or 40.8%, to $606.6 million for the year ended December 31, 2007 from $430.7 million for the same
period in 2006. This increase was the result of increases in both our net sales and license revenues as noted in the product category table
below.
$
2007 2006 C h an ge % C h an ge
(In thousands)
Men’s $348,150 $255,681 $ 92,469 36.2%
Women’s 115,867 85,695 30,172 35.2
Youth 48,596 31,845 16,751 52.6
Total apparel 512,613 373,221 139,392 37.3
Footwear 40,878 26,874 14,004 52.1
Accessories 29,054 14,897 14,157 95.0
Total net sales 582,545 414,992 167,553 40.4
License revenues 24,016 15,697 8,319 53.0
Total net revenues $606,561 $430,689 $175,872 40.8%
Net sales increased $167.5 million, or 40.4%, to $582.5 million for the year ended December 31, 2007 from $415.0 million during the same
period in 2006 as noted in the table above. The increase in net sales primarily reflects:
• continued unit volume growth of our existing apparel, such as compression, training and golf products, primarily sold to existing
retail customers due to additional retail stores and expanded floor space, while pricing of existing apparel remained relatively
unchanged;
• increased average selling prices driven primarily by substantial growth in direct to consumer sales;
• $14.0 million increase in footwear sales, primarily football and baseball cleats, which were introduced in the second and fourth
quarter of 2006, respectively; and
• new products introduced during 2007 within all product categories, most significantly in our golf, training and mountain categories.
License revenues increased $8.3 million, or 53.0%, to $24.0 million for the year ended December 31, 2007 from $15.7 million during the
same period in 2006. License revenues increased due to additional sales by our licensees as a result of their increased distribution, continued
unit volume growth, new product offerings and new licensing agreements, which includes distribution of products to college bookstores and
golf pro shops, along with performance eyewear.
Gross profit increased $89.4 million to $305.0 million for the year ended December 31, 2007 from $215.6 million for the same period in 2007.
Gross profit as a percentage of net revenues, or gross margin, increased approximately 20 basis points to 50.3% for the year ended
December 31, 2007 from 50.1% during the same period in 2006. This increase in gross margin percentage was primarily driven by the following:
• lower customer incentives as a percentage of net revenues, primarily driven by changes to certain customer agreements which
decreased discounts while increasing certain customer marketing expenditures recorded in selling, general and administrative
expenses, accounting for an approximate 80 basis point increase;
• increased direct to consumer higher margin sales, along with increased license revenues, accounting for an approximate 60 basis
point increase, partially offset by;
• increased reserves, primarily for sales returns and allowances, accounting for an approximate 50 basis point decrease; and
• higher product and inbound logistics costs, accounting for an approximate 50 basis point decrease.
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Selling, general and administrative expenses increased $60.1 million to $218.8 million for the year ended December 31, 2007 from $158.7
million in 2006. As a percentage of net revenues, selling, general and administrative expenses decreased to 36.1% for the year ended
December 31, 2007 from 36.9% in 2006. These changes were primarily attributable to the following:
• Marketing costs increased $22.9 million to $71.2 million for the year ended December 31, 2007 from $48.3 million in 2006 primarily due
to sponsorship of new teams and athletes on the collegiate and professional levels, continued investment in our international
growth initiatives, increased marketing costs for specific customers and footwear promotional rights for the National Football
League (“NFL”). As a percentage of net revenues, marketing costs increased to 11.7% for the year ended December 31, 2007 from
11.2% in 2006 primarily due to continued investment in our international growth initiatives.
• Selling costs increased $10.1 million to $43.0 million for the year ended December 31, 2007 from $32.9 million in 2006. This increase
was primarily due to costs incurred for the continued development of our retail stores and website. As a percentage of net
revenues, selling costs decreased to 7.1% for the year ended December 31, 2007 from 7.6% in 2006 as we were able to achieve
leverage from our sales force through our growth in net revenues, which was partially offset by costs incurred for the continued
development of our retail stores and website.
• Product innovation and supply chain costs increased $13.8 million to $49.6 million for the year ended December 31, 2007 from $35.8
million in 2006. This increase was primarily due to higher distribution facilities personnel and operating costs incurred to support
our growth in net revenues and higher personnel costs for the sourcing and design of our expanding footwear and apparel lines.
As a percentage of net revenues, product innovation and supply chain costs decreased to 8.2% for the year ended December 31,
2007 from 8.3% in 2006 primarily due to lower distribution facilities personnel and operating costs as a percentage of net revenues,
partially offset by higher personnel costs for the sourcing and production planning of our expanding footwear and apparel lines.
• Corporate services increased $13.3 million to $55.0 million for the year ended December 31, 2007 from $41.7 million in 2006. This
increase was attributable primarily to additional corporate facility personnel and operating costs to support our growth, increased
corporate costs relating to the continued development of our European, retail stores and website initiatives, as well as higher stock-
based compensation and bonus expense during 2007 as compared to 2006. These increases were partially offset by lower Sarbanes
Oxley Act of 2002 Section 404 (“SOX”) compliance costs. As a percentage of net revenues, corporate services costs decreased to
9.1% for the year ended December 31, 2007 from 9.7% in 2006 due to lower SOX compliance costs, consulting expenses relating to
our Enterprise Resource Planning (“ERP”) system and legal expenses. These decreases were partially offset by increased corporate
costs relating to the continued development of our European, retail stores and website initiatives as a percentage of net revenues.
Income from operations increased $29.4 million, or 51.6%, to $86.3 million for the year ended December 31, 2007 from $56.9 million for the
same period in 2006. Income from operations as a percentage of net revenues increased to 14.2% for the year ended December 31, 2007 from
13.2% for the same period in 2006. This increase was a result of a decrease in selling, general and administrative expenses and an increase to
gross profit as a percentage of net revenues as discussed above.
Interest income (expense), net decreased $0.7 million to $0.7 million for the year ended December 31, 2007 from $1.4 million for the same
period in 2006. This decrease was primarily due to lower interest income earned on short-term investments and cash and cash equivalents in
2007.
Other income, net increased $1.3 million to $2.0 million for the year ended December 31, 2007 from $0.7 million for the same period in 2006.
This increase was primarily due to gains on foreign currency exchange rate changes on transactions, partially offset by losses on derivative
financial instruments.
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Provision for income taxes increased $16.4 million to $36.5 million for the year ended December 31, 2007 from $20.1 million for the same
period in 2006. For the year ended December 31, 2007, our effective tax rate was 41.0% compared to 34.0% for the same period in 2006. Our
annual 2007 effective tax rate is higher than our 2006 annual effective tax rate primarily due to the impact of 2006 state tax credits.
Seasonality
Historically, we have recognized a significant portion of our income from operations in the last two quarters of the year, driven by
increased sales volume of our products during the fall selling season, reflecting our historical strength in fall sports, and the seasonality of our
higher priced COLDGEAR® line. During 2008, a larger portion of our income from operations was in the last two quarters of 2008 partially due
to the shift in the timing of marketing investments to the first two quarters of 2008 as compared to prior years. The majority of our net revenues
were generated during the last two quarters in each of 2008, 2007 and 2006. The level of our working capital generally reflects the seasonality
and growth in our business. We generally expect inventory, accounts payable and certain accrued expenses to be higher in the second and
third quarters in preparation for the fall selling season. Nonetheless, the historical high percentage of income from operations and net
revenues in the second half of the year may have been in part due to our growth in net revenues.
The following table sets forth certain unaudited financial information for the periods indicated. The data is prepared on the same basis as
the audited consolidated financial statements included elsewhere in this Form 10-K. All recurring, necessary adjustments are reflected in the
data below.
Q u arte r En de d (u n au dite d)
Mar 31, Ju n 30, S e p 30, De c 31, Mar 31, Ju n 30, S e p 30, De c 31,
2007 2007 2007 2007 2008 2008 2008 2008
(In thousands)
Net revenues $124,329 $120,531 $186,863 $174,838 $157,342 $156,677 $231,946 $179,279
Gross profit 60,581 59,099 94,517 90,847 74,835 70,904 118,267 90,942
Marketing SG&A expenses 13,830 16,283 21,502 19,605 27,986 22,495 24,783 19,678
Other SG&A expenses 30,714 34,651 39,206 42,988 42,550 45,135 47,005 48,391
Income from operations 16,037 8,165 33,809 28,254 4,299 3,274 46,479 22,873
(As a percentage of annual totals)
Net revenues 20.5% 19.9% 30.8% 28.8% 21.7% 21.6% 32.0% 24.7%
Gross profit 19.9% 19.3% 31.0% 29.8% 21.1% 20.0% 33.3% 25.6%
Marketing SG&A expenses 19.4% 22.9% 30.2% 27.5% 29.5% 23.7% 26.1% 20.7%
Other SG&A expenses 20.8% 23.5% 26.6% 29.1% 23.2% 24.7% 25.7% 26.4%
Income from operations 18.6% 9.5% 39.1% 32.8% 5.6% 4.3% 60.4% 29.7%
Financial Position, Capital Resources and Liquidity

Our cash requirements have principally been for working capital and capital expenditures. Working capital is primarily funded from cash
flows provided by operating activities and cash and cash equivalents on hand. Our working capital requirements generally reflect the
seasonality and growth in our business as we recognize a significant increase in sales leading up to the fall selling season. Since 2007, we have
funded a portion of our working capital (primarily inventory) and capital investments from cash and cash equivalents on hand and borrowings
available under our revolving credit and long term debt facilities. Our capital investments have included expanding our in-store fixture and
branded concept shop program, improvements and expansion of our distribution and corporate facilities to support our growth, leasehold
improvements to our new retail stores, the investment and improvements in an ERP system and the implementation of our new warehouse
management system.
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During 2007, our inventory strategy included increasing inventory levels to meet the anticipated consumer demand for our products.
This included being in stock in core product offerings, which are products that we plan to have available for sale over the next twelve months
and beyond at full price. In addition, our inventory strategy included shipping seasonal product at the start of the shipping window in order to
maximize the productivity of our floor sets and earmarking any seasonal excess for our retail outlet stores. In 2008, we continued to focus on
meeting consumer demand while improving our inventory efficiency over the long term by putting systems and procedures in place to improve
our production planning process. Based on these initiatives, we expected inventory to continue to increase, but at a rate below that of net
revenues. We did not hit our goal of delivering inventory growth at a rate below sales growth in the fourth quarter of 2008 as compared to the
prior year period due to a slow down in sales as discussed above. However for the full year 2008 as compared to 2007, inventory increased
9.7% while our net revenues increased 19.6%. We believe that we are making progress in systems and process development around inventory
management.
In January 2009, we terminated our $100.0 million revolving credit facility and entered into a new credit agreement which provides for a
committed revolving credit facility of up to $200.0 million (increased in February 2009 from the initial amount of $180.0 million) based on our
qualified inventory and accounts receivable balances. See “New Revolving Credit Facility” discussion below. We believe that our cash and
cash equivalents on hand, cash from operations and borrowings available to us under our revolving credit and long term debt facilities will be
adequate to meet our liquidity needs and capital expenditure requirements for at least the next twelve months. We may require additional
capital to meet our longer term liquidity and future growth needs. Although we believe that we have adequate sources of liquidity, further
weakening of economic conditions could adversely affect our business and liquidity (see the “Risk Factors” section included in Item 1A). In
addition, continued instability in the capital markets could adversely affect our ability to obtain additional capital to grow our business and will
affect the cost and terms of such capital.
Cash Flows
The following table presents the major components of net cash flows used in and provided by operating, investing and financing
activities for the periods presented:
(In thousands) 2008 2007 2006
Net cash provided by (used in):
Operating activities $ 69,516 $(14,628) $ 10,701
Investing activities (42,066) (34,084) (15,115)
Financing activities 35,381 18,148 12,579
Effect of exchange rate changes on cash and cash equivalents (1,377) 497 (487)
Net increase (decrease) in cash and cash equivalents $ 61,454 $(30,067) $ 7,678
Operating Activities
Operating activities consist primarily of net income adjusted for certain non-cash items. Adjustments to net income for non-cash items
include depreciation and amortization, unrealized foreign currency exchange rate gains and losses, stock-based compensation, deferred income
taxes and changes in reserves for doubtful accounts, returns, discounts and inventories. In addition, operating cash flows include the effect of
changes in operating assets and liabilities, principally inventories, accounts receivable, income taxes payable and receivable, prepaid expenses
and other assets, accounts payable and accrued expenses.
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Cash provided by operating activities increased $84.1 million to $69.5 million for the year ended December 31, 2008 from cash used in
operating activities of $14.6 million during the same period in 2007. The increase in cash provided by operating activities was due to decreased
net cash outflows from operating assets and liabilities of $73.2 million and adjustments to net income for non-cash items which increased $25.3
million year over year, partially offset by a decrease in net income of $14.3 million. The decrease in net cash outflows related to changes in
operating assets and liabilities period over period was primarily driven by the following:
• a lower investment in inventory of $64.5 million, primarily driven by the operational initiatives put in place to improve our inventory
management; and
• a decrease in accounts receivable during 2008 as compared to an increase in accounts receivable during 2007. This decrease during
2008 was primarily due to improved collection efforts and a lower percentage growth in net sales during the fourth quarter of 2008
as compared to the same period in the prior year. During the fourth quarter of 2008, net sales increased by 1.4% as compared to the
same period in 2007 versus an increase of 29.0% during the fourth quarter of 2007 as compared to the same period in 2006.
The above noted decreases in net cash outflows related to changes in operating assets were partially offset by a decrease in accrued
expenses and other liabilities of $5.3 million in the year ended December 31, 2008 as compared to an increase of $11.8 million in the same period
of 2007 primarily due to lower accruals for personnel costs in 2008.
Adjustments to net income for non-cash items increased in 2008 as compared to 2007 primarily as a result of higher depreciation and
amortization expense relating to information technology initiatives, branded concept shops and the improvements to our distribution facilities,
unrealized foreign currency exchange rate losses during 2008 as compared to unrealized foreign currency exchange rate gains during 2007,
higher stock based compensation in 2008 and additional reserves for doubtful accounts in 2008.
Cash used in operating activities was $14.6 million for the year ended December 31, 2007 compared to cash provided by operating
activities of $10.7 million during the same period in 2006. The $25.3 million additional net use of cash in operating activities was due to
increased net cash outflows from operating assets and liabilities of $45.6 million, partially offset by adjustments to net income for non-cash
items which increased $6.7 million and an increase in net income of $13.6 million year over year. The increase in net cash outflows related to
changes in operating assets and liabilities year over year was primarily due to the following:
• a larger increase in inventory levels of $57.5 million, primarily due to our planned strategy for additional core inventory needed to
support the anticipated consumer demand for our products, higher average cost per unit due to product mix and increased in-transit
inventory as a result of increased sourcing from Asia;
• increased accounts receivable driven by a 29.0% increase in net sales for the three months ended December 31, 2007 compared to
the same period of the prior year; partially offset by
• lower income taxes receivable in 2007 compared to 2006.
Adjustments to net income for non-cash items primarily increased in 2007 as a result of higher depreciation and amortization expense
relating to the expansion of our distribution and corporate facilities and our footwear promotional rights, higher stock-based compensation
expense and increased deferred income tax assets. The increase in non-cash items was partially offset by increased unrealized foreign currency
exchanges rate gains on transactions.
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Investing Activities
Cash used in investing activities increased $8.0 million to $42.1 million for the year ended December 31, 2008 from $34.1 million for the
same period in 2007. This increase in cash used in investing activities was primarily due to additional capital expenditures for our branded
concept shops, in-store fixtures and retail stores, as well as the purchase of trust owned life insurance policies. This increase was partially
offset by lower capital expenditures for our distribution facilities year over year.
Cash used in investing activities increased $19.0 million to $34.1 million in 2007 from $15.1 million in 2006. This increase in cash used in
investing activities primarily represents capital expenditures to improve and to expand our distribution and corporate facilities, along with
continued capital expenditures for our new warehouse management system, our in-store fixtures, including our branded concept shops, and
our direct to consumer initiatives and other information technology initiatives.
Total capital investments were $41.1 million, $35.1 million and $18.2 million in 2008, 2007 and 2006, respectively. Total capital investments
in 2008, 2007 and 2006 included non-cash transactions of $2.5 million, $1.1 million and $3.1 million, respectively (see non-cash investing
activities included on the Consolidated Statements of Cash Flows). Because we finance some capital investments through capital leases and
other types of obligations, total capital investments exceed capital expenditures as described above. Although we are planning to grow our net
revenues in 2009, we are currently planning our 2009 capital investments to be below our total 2008 capital investments.
Financing Activities
Cash provided by financing activities increased $17.3 million to $35.4 million for the year ended December 31, 2008 from $18.1 million for
the same period in 2007. This increase was primarily due to additional net proceeds received from our revolving credit and long term debt
facilities, partially offset by lower excess tax benefits from stock-based compensation arrangements.
Cash provided by financing activities increased $5.5 million to $18.1 million in 2007 from $12.6 million in 2006. This increase was primarily
due to higher net proceeds received from our long term debt facilities, partially offset by lower excess tax benefits from stock-based
compensation arrangements.
New Revolving Credit Facility

In January 2009, we entered into a new revolving credit facility with certain lending institutions and terminated our existing revolving
credit facility in order to increase our available financing and to expand our lending syndicate. In conjunction with the termination of the prior
revolving credit facility, we repaid the then outstanding balance of $25.0 million and did not borrow under the new revolving credit facility
through January 31, 2009. In the short term, we may consider additional borrowings under this revolving credit facility to increase our cash
position.
The new revolving credit facility has a term of three years and provided for an initial committed revolving credit line of up to $180.0
million based on our qualified inventory and accounts receivable balances. Subsequent to the initial closing of this revolving credit facility, the
committed revolving credit line was increased to up to $200.0 million with the addition of another lending institution to the lending syndicate.
The commitment amount under this revolving credit facility may be increased by an additional $50.0 million, subject to certain conditions and
approvals per the credit agreement. We incurred and capitalized approximately $1.5 million in deferred financing costs in connection with this
revolving credit facility. In accordance with Emerging Issues Task Force (“EITF”) Issue No. 98-14 Debtor’s Accounting for Changes in Line-
of-Credit or Revolving-Debt Arrangements, unamortized deferred financing costs of $0.4 million relating to our prior revolving credit facility
will be expensed in the first quarter of 2009 and $0.1 million of deferred financing costs will be added to the deferred financing costs of the new
revolving credit facility and amortized over the life of this revolving credit facility.
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The new revolving credit facility may be used for working capital and general corporate purposes and is collateralized by substantially all
of our assets and the assets of our domestic subsidiaries (other than our trademarks) and by a pledge of 65% of the equity interests of our
foreign subsidiaries. Up to $5.0 million of this revolving credit facility may be used to support letters of credit. We must not exceed a maximum
leverage ratio of 2.5 and must not fall below a minimum fixed charge coverage ratio of 1.25 as defined in the credit agreement. This revolving
credit facility also provides our lenders with the ability to reduce the borrowing base, even if we are in compliance with all conditions of the
revolving credit facility, upon a material adverse change to our business, properties, assets, financial condition or results of operations. Similar
to the prior revolving credit facility, the new revolving credit facility contains a number of restrictions that limit our ability, among other things,
and subject to certain limited exceptions, to incur additional indebtedness, pledge our assets as security, guaranty obligations of third parties,
make investments, undergo a merger or consolidation, dispose of assets, or materially change our line of business. In addition, the new
revolving credit facility includes a cross default provision whereby an event of default under other debt obligations, as defined in this
agreement, will be considered an event of default under this credit agreement. As of the date we entered into this revolving credit facility, we
were below the maximum leverage ratio and above the minimum fixed charge coverage ratio.
Borrowings under the new revolving credit facility bear interest based on the daily balance outstanding at LIBOR (with LIBOR subject to
a rate floor of 1.25%) plus an applicable margin (varying from 2.0% to 2.5%) or, in certain cases a base rate (based on the prime rate or as
otherwise specified in the credit agreement, with the base rate subject to a rate floor of 2.25%) plus an applicable margin (varying from 1.0% to
1.5%). This revolving credit facility also carries a commitment fee varying from 0.375% to 0.5% of the available but unused borrowings. The
applicable margins are calculated quarterly and vary based on our leverage ratio as set forth in the credit agreement.
Prior Revolving Credit Facility

The financing agreement that was terminated in January 2009 provided for a committed revolving credit line of up to $100.0 million based
on our eligible domestic inventory and accounts receivable balances and could be used for working capital and general corporate purposes.
The agreement had a remaining term of approximately three years. This financing agreement was collateralized by substantially all of our
domestic assets, other than our trademarks. Up to $10.0 million of this facility could be used to support letters of credit, which if utilized would
reduce the availability under this revolving credit facility.
Borrowings under this revolving credit facility bore interest based on the daily balance outstanding at our choice of LIBOR plus an
applicable margin (varying from 1.0% to 2.0%) or the JP Morgan Chase Bank prime rate plus an applicable margin (varying from 0.0% to 0.5%).
The applicable margin was calculated quarterly and varied based on our pricing leverage ratio as defined in this agreement. This revolving
credit facility also carried a line of credit fee varying from 0.1% to 0.5% of the available but unused borrowings.
As of December 31, 2008, $25.0 million was outstanding under this revolving credit facility and our net availability was $75.0 million
based on our eligible domestic inventory and accounts receivable balances. The weighted average interest rate on the balances outstanding
under this revolving credit facility was 3.7% and 6.3% for the years ended December 31, 2008 and 2007, respectively. No balance was
outstanding during the year ended December 31, 2006.
This financing agreement contained a number of restrictions that limited our ability, among other things, to pledge our accounts
receivable, inventory, trademarks and most of our other assets as security in other borrowings or transactions; pay dividends on stock;
redeem or acquire any of our securities; sell certain assets; make certain investments; guaranty certain obligations of third parties; undergo a
merger or consolidation; or engage in any activity materially different from those presently conducted by us.
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If net availability under this financing agreement fell below certain thresholds as defined in this agreement, we could not exceed a
maximum leverage ratio of 1.25 and could not fall below a minimum fixed charge coverage ratio ranging from 1.10 to 1.25 as defined in this
agreement. This financing agreement also provided the lenders with the ability to reduce the available revolving credit line amount even if we
were in compliance with all conditions of this agreement, based on negative forecasts, trends or other circumstances that the lenders
reasonably determined could negatively impact us or our business, profits, operations, financial condition or assets. Our net availability as of
December 31, 2008 was above the threshold for compliance with the financial covenants, and we were below the maximum leverage ratio and
above the minimum fixed charge coverage ratio as of December 31, 2008.
Prior to amending and restating this revolving credit facility in December 2006, we were party to a revolving credit facility of $75.0 million
that was to expire in 2010. Under this financing agreement, interest rates and covenants under this revolving credit facility were similar to the
interest rates and covenants described above.
Long Term Debt

In March 2005, we entered into an agreement to finance the acquisition or lease of up to $17.0 million in qualifying capital investments.
Loans under this agreement are collateralized by a first lien on the assets acquired. The agreement is not a committed facility, with each
advance under the agreement subject to the lender’s approval. In March 2008, the lender agreed to increase the maximum financing under the
agreement to $37.0 million.
In May 2008, we entered into an additional agreement to finance the acquisition or lease of up to $40.0 million in qualifying capital
investments. Loans under this additional agreement are collateralized by a first lien on the assets acquired. This additional agreement is not a
committed facility, with each advance under the agreement subject to the lender’s approval.
These agreements include a cross default provision whereby an event of default under other debt obligations, including the prior and
new revolving credit facility, will be considered an event of default under these agreements. Through December 31, 2008, we have financed
$33.0 million of property and equipment under these agreements. The terms of our new revolving credit facility, (see New Revolving Credit
Facility discussion above) limit the total amount of additional financing under these agreements to $35.0 million. At December 31, 2008 and
2007, the outstanding principal balance was $20.1 million and $13.4 million, respectively, under these agreements. Currently, advances under
these agreements bear interest rates which are fixed at the time of each advance. The weighted average interest rate on outstanding
borrowings was 6.1%, 6.5% and 6.3% for the years ended December 31, 2008, 2007 and 2006, respectively.
We monitor the financial health and stability of our lenders under the revolving credit and long term debt facilities, however current
significant instability in the credit markets could negatively impact lenders and their ability to perform under their facilities.
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Contractual Commitments and Contingencies

We lease warehouse space, office facilities, space for our retail stores and certain equipment under non-cancelable operating and capital
leases. The leases expire at various dates through 2019, excluding extensions at our option, and contain various provisions for rental
adjustments. The operating leases generally contain renewal provisions for varying periods of time. Our significant contractual obligations
and commitments as of December 31, 2008 are summarized in the following table:
Paym e n ts Due by Pe riod

Le ss
Th an More Th an
(in thousands) Total 1 Ye ar 1 to 3 Ye ars 3 to 5 Ye ars 5 Ye ars
Contractual obligations
Long term debt obligations (1) $ 20,133 $ 7,072 $ 10,814 $ 2,247 $ —
Capital lease obligations 477 378 99 — —
Operating lease obligations (2) 77,120 12,758 23,480 18,570 22,312
Product purchase obligations (3) 138,250 138,250 — — —
Sponsorships and other (4) 76,420 26,170 39,637 9,633 980
Total $312,400 $184,628 $ 74,030 $ 30,450 $ 23,292
(1) Excludes a total of $1.8 million in interest payments on long term debt obligations.
(2) Includes the minimum payments for operating lease obligations.
(3) We generally place orders with our manufacturers at least three to four months in advance of expected future sales. The amounts listed
for product purchase obligations primarily represent our open production purchase orders for our apparel, footwear and accessories,
including expected inbound freight, duties and other costs. These open purchase orders specify fixed or minimum quantities of products
at determinable prices. The reported amounts exclude product purchase liabilities included in accounts payable as of December 31, 2008.
(4) Includes footwear promotional rights fees, sponsorships of individual athletes, sports teams and athletic events and other marketing
commitments in order to promote our brand. Some of these sponsorship agreements provide for additional incentives based on
performance achievements while wearing or using our products. It is not possible to determine the amounts we may be required to pay
under these agreements as they are primarily subject to certain performance based variables. The amounts listed above are the fixed
minimum amounts required to be paid under these agreements.
The table above excludes a $2.5 million liability for uncertain tax positions, including the related interest and penalties, recorded in
accordance with the Financial Accounting Standards Board (“FASB”) Interpretation (“FIN”) No. 48 “Accounting for Uncertainty in Income
Taxes,” (“FIN 48”) as we are unable to reasonably estimate the timing of settlement (see Note 10 to the Consolidated Financial Statements for a
further discussion on FIN 48).
Off-Balance Sheet Arrangements
In connection with various contracts and agreements, we have agreed to indemnify counterparties against certain third party claims
relating to the infringement of intellectual property rights and other items that fall under the scope of FIN No. 45, Guarantor’s Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. Generally, such indemnification
obligations do not apply in situations in which our counterparties are grossly negligent, engage in willful misconduct, or act in bad faith.
Based on our historical experience and the estimated probability of future loss, we have determined that the fair value of such indemnifications
is not material to our financial position or results of operations.
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Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United
States. To prepare these financial statements, we must make estimates and assumptions that affect the reported amounts of assets and
liabilities. These estimates also affect our reported revenues and expenses. Judgments must be made about the disclosure of contingent
liabilities as well. Actual results could be significantly different from these estimates. We believe that the following discussion addresses the
critical accounting policies that are necessary to understand and evaluate our reported financial results.
Revenue Recognition
Net revenues consist of both net sales and license revenues. Net sales are recognized upon transfer of ownership, including passage of
title to the customer and transfer of risk of loss related to those goods. Transfer of title and risk of loss are based upon shipment under free on
board shipping point for most goods or upon receipt by the customer depending on the country of the sale and the agreement with the
customer. In some instances, transfer of title and risk of loss take place at the point of sale (e.g. at our retail stores). We may also ship product
directly from our supplier to the customer and recognize revenue when the product is delivered to and accepted by the customer. License
revenues are recognized based upon shipment of licensed products sold by our licensees.
Sales Returns, Allowances, Markdowns and Discounts

We record reductions to revenue for estimated customer returns, allowances, markdowns and discounts. We base our estimates on
historical rates of customer returns and allowances as well as the specific identification of outstanding returns, markdowns and allowances
that have not yet been received by us. We base our estimates for customer returns and allowances primarily on anticipated sales volume
throughout the year. The actual amount of customer returns and allowances, which is inherently uncertain, may differ from our estimates. If we
determined that actual or expected returns or allowances were significantly greater or lower than the reserves we had established, we would
record a reduction or increase, as appropriate, to net sales in the period in which we made such a determination. Provisions for customer
specific discounts based on contractual obligations with certain major customers are recorded as reductions to net sales.
Reserve for Uncollectible Accounts Receivable

We make ongoing estimates relating to the collectability of our accounts receivable and maintain a reserve for estimated losses resulting
from the inability of our customers to make required payments. In determining the amount of the reserve, we consider our historical level of
credit losses and significant economic developments within the retail environment that could impact the ability of our customers to pay
outstanding balances and make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. Because
we cannot predict future changes in the financial stability of our customers, actual future losses from uncollectible accounts may differ from
our estimates. If the financial condition of our customers were to deteriorate, resulting in their inability to make payments, a larger reserve
might be required. In the event we determine that a smaller or larger reserve was appropriate, we would record a benefit or charge to selling,
general and administrative expense in the period in which we made such a determination.
Inventory Valuation and Reserves

We value our inventory at standard costs which approximates our landed cost, using the first-in, first-out method of cost determination.
Market value is estimated based upon assumptions made about future demand and retail market conditions. If we determine that the estimated
market value of our inventory is less than the carrying value of such inventory, we provide a reserve for such difference as a charge to cost of
goods sold to reflect the lower of cost or market. If actual market conditions are more or less favorable than those projected by us, further
adjustments may be required that would decrease or increase our cost of goods sold in the period in which we make such a determination.
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Long-Lived Assets
The acquisition of long-lived assets, including furniture, office equipment, plant equipment, leasehold improvements, computer hardware
and software and in-store fixtures and displays, is recorded at cost, and this cost is depreciated over the asset’s estimated useful life. In the
case of software customized for internal use, the cost of the long-lived asset can include our internal labor costs. We continually evaluate
whether events and circumstances have occurred that indicate the remaining estimated useful life of long-lived assets may warrant revision or
that the remaining balance may not be recoverable. These factors may include a significant deterioration of operating results, changes in
business plans or changes in anticipated cash flows. When factors indicate that an asset should be evaluated for possible impairment, we
review long-lived assets to assess recoverability from future operations using undiscounted cash flows. Impairments are recognized in
earnings to the extent that the carrying value exceeds fair value.
Intangible Assets
Intangible assets that are determined to have a definite life are amortized over the asset’s estimated useful life and are evaluated and
measured for impairment in accordance with our Long-Lived Assets critical accounting policy discussed above.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are established for
temporary differences between the financial reporting basis and the tax basis of our assets and liabilities at tax rates expected to be in effect
when such assets or liabilities are realized or settled. Deferred income tax assets are reduced by a valuation allowance if, in the judgment of our
management, it is more likely than not that such assets will not be realized.
Income taxes include the largest amount of tax benefit for an uncertain tax position that is more likely than not to be sustained upon audit
based on the technical merits of the tax position. Settlements with tax authorities, the expiration of statutes of limitations for particular tax
positions, or obtaining new information on particular tax positions may cause a change to the effective tax rate.
Stock-Based Compensation
Compensation expense is recognized in accordance with the Statement of Financial Accounting Standards (“SFAS”) No. 123R, Share-
Based Payment (revised 2004) (“SFAS 123R”). Compensation expense under SFAS 123R includes the expense of stock-based compensation
awards granted on and subsequent to January 1, 2006 and the expense for the remaining vesting term of stock-based compensation awards
issued subsequent to our initial filing of the S-1 Registration Statement with the Securities and Exchange Commission (“SEC”) on August 26,
2005. Stock-based compensation awards granted prior to our initial filing of the S-1 Registration Statement are excluded from SFAS 123R and
will continue to be accounted for in accordance with Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to
Employees (“APB 25”) and FIN No. 28, Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans, until
fully amortized through 2010. With the adoption of SFAS 123R, no material cumulative adjustments were recorded. As of December 31, 2008,
we had $29.9 million of unrecognized compensation expense, excluding performance-based stock options, expected to be recognized over a
weighted average period of 3.7 years.
Determining the appropriate fair value model and calculating the fair value of stock-based compensation awards require the input of
highly subjective assumptions, including the expected life of the stock-based compensation awards, stock price volatility and estimated
forfeiture rates. We use the Black-Scholes option-pricing model to determine the fair value of stock-based compensation awards. The
assumptions used in calculating the fair value of stock-based compensation awards represent management’s best estimates, but the
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estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different
assumptions, our stock-based compensation expense could be materially different in the future (see Note 2 and Note 12 to the Consolidated
Financial Statements for a further discussion on stock-based compensation).
Recently Adopted Accounting Standards

In December 2007, the SEC issued Staff Accounting Bulletin (“SAB”) No. 110, Share-Based Payment (“SAB 110”). SAB 110 amends SAB
No. 107, Share-Based Payment, and allows for the continued use, under certain circumstances, of the “simplified method” in developing an
estimate of the expected term on stock options accounted for under the SFAS 123R. SAB 110 is effective for stock options granted after
December 31, 2007. We continued to use the “simplified method” in developing an estimate of the expected term on stock options granted in
2008. We do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited
period of time our shares of Class A Common Stock have been publicly traded.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an
amendment of FASB Statement No. 115 (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain
other assets and liabilities at fair value on an instrument-by-instrument basis. We adopted SFAS 159 in the first quarter of 2008 and did not
choose to apply fair value accounting to any such assets or liabilities.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”), which defines fair value, establishes a
framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value
measurements. SFAS 157 was effective for fiscal years beginning after November 15, 2007, however the FASB has delayed the effective date of
SFAS 157 to fiscal years beginning after November 15, 2008 for nonfinancial assets and nonfinancial liabilities, except those items recognized
or disclosed at fair value on an annual or more frequent basis. The adoption of SFAS 157 for financial assets and liabilities in the first quarter
of 2008 did not have a material impact on our consolidated financial statements. We do not believe that the adoption of SFAS 157 for
nonfinancial assets and nonfinancial liabilities will have a material impact on our consolidated financial statements. Refer to Note 9 of the
Consolidated Financial Statements for further information on fair value measurement.
Recently Issued Accounting Standards

In June 2008, the FASB issued FASB Staff Position (“FSP”) EITF No. 03-6-1, Determining Whether Instruments Granted in Share-Based
Payment Transactions are Participating Securities (“FSP EITF 03-6-1”). FSP EITF 03-6-1 requires that unvested stock-based compensation
awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) should be classified as participating
securities and should be included in the computation of earnings per share pursuant to the two-class method as described by SFAS No. 128,
Earnings per Share. The provisions of FSP EITF 03-6-1 are required for fiscal years beginning after December 15, 2008. We do not believe the
adoption of FSP EITF 03-6-1 will have a material impact on our computation of earnings per share.
In June 2008, the FASB issued EITF Issue No. 07-5, Determining Whether an Instrument (or an Embedded Feature) is Indexed to an
Entity’s Own Stock (“EITF 07-5”). EITF 07-5 addresses the determination of whether provisions that introduce adjustment features (including
contingent adjustment features) would prevent treating a derivative contract or an embedded derivative on a company’s own stock as indexed
solely to the company’s stock. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. We do not believe the adoption of
EITF 07-5 will have a material impact on our consolidated financial statements.
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In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS 161”). SFAS
161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable
investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. The provisions of SFAS
161 are effective for the fiscal years and interim periods beginning after November 15, 2008. We do not believe the adoption of SFAS 161 will
have a material impact on our consolidated financial statement disclosures.
In December 2007, the FASB issued SFAS No. 141R, Business Combinations (revised 2007) (“SFAS 141R”). SFAS 141R replaces SFAS
141 and requires the acquirer of a business to recognize and measure the identifiable assets acquired, the liabilities assumed, and any non-
controlling interest in the acquiree at fair value. SFAS 141R also requires transaction costs related to the business combination to be expensed
as incurred. SFAS 141R is effective for business combinations for which the acquisition date is on or after fiscal years beginning after
December 15, 2008. We do not believe the adoption of SFAS 141R will have a material impact on our consolidated financial statements.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of
ARB No. 51 (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. SFAS 160 is effective for fiscal years beginning after December 15, 2008. We do not believe the adoption of
SFAS 160 will have a material impact on our consolidated financial statements.
Quantitative and Qualitative Disclosure about Market Risk

Foreign Currency Exchange and Foreign Currency Risk Management and Derivatives
We currently generate a small amount of our consolidated net revenues in Canada and Europe. The reporting currency for our
consolidated financial statements is the U.S. dollar. To date, net revenues generated outside of the United States have not been significant.
However, as our net revenues generated outside of the United States increase, our results of operations could be adversely impacted by
changes in foreign currency exchange rates. For example, if we recognize international revenues in local foreign currencies (as we currently do
in Canada and Europe) and if the U.S. dollar strengthens, it could have a negative impact on our international revenues upon translation of
those results into the U.S. dollar upon consolidation of our financial statements. In addition, we are exposed to gains and losses resulting from
fluctuations in foreign currency exchange rates on transactions generated by our international subsidiaries in currencies other than their local
currencies, primarily driven by inter-company transactions. These exposures are included in other income (expense), net on the consolidated
statements of income.
In August 2007, we began using foreign currency forward contracts to minimize some of the impact of foreign currency exchange rate
fluctuations on future cash flows. Since 2007, we have used foreign currency forward contracts to reduce the risk from exchange rate
fluctuations on projected inventory purchases and inter-company transactions for our Canadian subsidiary. Beginning in December 2008, we
began using foreign currency forward contracts in order to reduce the risk associated with foreign currency exchange rate fluctuations on
inter-company transactions for our European subsidiary. We do not enter into derivative financial instruments for speculative or trading
purposes. Based on the foreign currency forward contracts outstanding as of December 31, 2008, we receive US Dollars in exchange for
Canadian Dollars at a weighted average contractual foreign currency exchange rate of 1.15 CAD per $1.00 and US Dollars in exchange for
Euros at a weighted average contractual foreign currency exchange rate of 0.72 EUR per $1.00. As of December 31, 2008, the notional value of
our outstanding forward contracts for our Canadian subsidiary was approximately $17.4 million with maturities of 1 to 6 months, and the
notional value of our outstanding forward contracts for our European subsidiary was approximately $26.6 million with maturities of 1 month.
The foreign currency forward contracts are not designated as cash flow hedges, and accordingly, changes in their fair value are recorded in
other income (expense), net on the consolidated statements of income. As of December 31, 2008, the fair value of our foreign currency forward
contracts was $1.2 million which is included in prepaid expenses and other current assets on the consolidated balance sheet.
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Other income (expense), net included the following amounts related to changes in foreign currency exchange rates and derivative foreign
currency forward contracts:
(In thousands) 2008 2007 2006
Unrealized foreign currency exchange rate gains (losses) $(5,459) $2,567 $(161)
Realized foreign currency exchange rate gains (losses) (2,166) 174 520
Unrealized derivative gains (losses) 1,650 (243) —
Realized derivative gains (losses) (204) (469) —
Although we have entered into foreign currency forward contracts to minimize some of the impact of foreign currency exchange rate
fluctuations on future cash flows, we cannot be assured that foreign currency exchange rate fluctuations will not have a material adverse
impact on our financial condition and results of operations.
Inflation
Inflationary factors such as increases in the cost of our product and overhead costs may adversely affect our operating results.
Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of
inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and
administrative expenses as a percentage of net revenues if the selling prices of our products do not increase with these increased costs.
ITEM 7A. QUANTITATIVEAND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

See “Quantitative and Qualitative Disclosure about Market Risk” under Item 7. “Management’s Discussion and Analysis of Financial
Conditions and Results of Operations” and Item 1A. “Risk Factors” of this Form 10-K for information required by this Item.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Management on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. We
conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). This
evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating
effectiveness of controls and a conclusion on this evaluation. Based on our evaluation, we have concluded that our internal control over
financial reporting was effective as of December 31, 2008.
The effectiveness of our internal control over financial reporting as of December 31, 2008, has been audited by PricewaterhouseCoopers
LLP, an independent registered public accounting firm, as stated in their report which appears herein.
/s/ KEVIN A. PLANK Chief Executive Officer and

Ke vin A. Plank Chairman of the Board of Directors
/s/ BRAD DICKERSON Chief Financial Officer

Brad Dick e rson
Dated: February 20, 2009
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Under Armour, Inc.:

In our opinion, the consolidated financial statements listed in the index appearing under item 15(a)(1) present fairly, in all material
respects, the financial position of Under Armour, Inc. and its subsidiaries (the Company) at December 31, 2008 and 2007, and the results of
their operations and their cash flows for each of the three years in the period ended December 31, 2008 in conformity with accounting
principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index
appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related
consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements
and the financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over
Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the
Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control
over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for
our opinions.
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for share based
compensation as of January 1, 2006. As discussed in Note 10 to the consolidated financial statements, the Company changed the manner in
which it accounts for uncertain tax positions as of January 1, 2007.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland
February 19, 2009
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Under Armour, Inc. and Subsidiaries

Consolidated Balance Sheets
(In thousands, except share data)
De ce m be r 31, De ce m be r 31,
2008 2007
Assets
Current assets
Cash and cash equivalents $ 102,042 $ 40,588
Accounts receivable, net 81,302 93,515
Inventories 182,232 166,082
Prepaid expenses and other current assets 18,023 11,642
Deferred income taxes 12,824 10,418
Total current assets 396,423 322,245
Property and equipment, net 73,548 52,332
Intangible assets, net 5,470 6,470
Deferred income taxes 8,687 8,173
Other non-current assets 3,427 1,393
Total assets $ 487,555 $ 390,613
Liabilities and Stockholders’ Equity
Current liabilities
Revolving credit facility $ 25,000 $ —
Accounts payable 72,435 55,012
Accrued expenses 25,905 36,111
Current maturities of long term debt 7,072 4,111
Current maturities of capital lease obligations 361 465
Other current liabilities 2,337 —
Total current liabilities 133,110 95,699
Long term debt, net of current maturities 13,061 9,298
Capital lease obligations, net of current maturities 97 458
Other long term liabilities 10,190 4,673
Total liabilities 156,458 110,128
Commitments and contingencies (see Note 7)
Stockholders’ equity
Class A Common Stock, $.0003 1/3 par value; 100,000,000 shares authorized as of December 31,
2008 and 2007; 36,808,750 shares issued and outstanding as of December 31, 2008 and
36,189,564 shares issued and outstanding as of December 31, 2007 12 12
Class B Convertible Common Stock, $.0003 1/3 par value; 12,500,000 shares authorized, issued
and outstanding as of December 31, 2008 and 2007 4 4
Additional paid-in capital 174,725 162,362
Retained earnings 156,011 117,782
Unearned compensation (60) (182)
Accumulated other comprehensive income 405 507
Total stockholders’ equity 331,097 280,485
Total liabilities and stockholders’ equity $ 487,555 $ 390,613
See accompanying notes.
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Consolidated Statements of Income
2008 2007 2006
Net revenues $725,244 $606,561 $ 430,689
Cost of goods sold 370,296 301,517 215,089
Gross profit 354,948 305,044 215,600
Operating expenses
Selling, general and administrative expenses 278,023 218,779 158,682
Income from operations 76,925 86,265 56,918
Interest income (expense), net (850) 749 1,457
Other income (expense), net (6,175) 2,029 712
Income before income taxes 69,900 89,043 59,087
Provision for income taxes 31,671 36,485 20,108
Net income $ 38,229 $ 52,558 $ 38,979
Net income available per common share
Basic $ 0.79 $ 1.09 $ 0.83
Diluted $ 0.77 $ 1.05 $ 0.79
Weighted average common shares outstanding
Basic 48,569 48,021 46,983
Diluted 49,890 49,959 49,587
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Consolidated Statements of Stockholders’ Equity and Comprehensive Income
(In thousands)
Accum -
u late d
C lass B
O the r
C lass A C on ve rtible
Note s C om pre -
C om m on S tock C om m on S tock
Addition al Un e arn e d Re ce ivable h e n sive C om pre - Total
Paid-In Re tain e d C om pe n - from Incom e h e n sive S tockh olde rs’
S h are s Am ou n t S h are s Am ou n t C apital Earn ings sation S tockh olde rs (Loss) Incom e Equ ity
Balan ce as of
De ce m be r 31,
2005 31,223 $ 10 15,200 $ 5 $ 124,803 $ 28,067 $ (1,889) $ (163) $ (3) $ 150,830
Class B Common
Stock converted to
Class A Common
Stock 1,950 1 (1,950) (1) — — — — — —
Exercise of stock
options 1,292 1 — — 2,955 — — — — 2,956
Issuance of fully
vested warrants — — — — 8,500 — — — — 8,500
Shares withheld in
consideration of
employee tax
obligations relative
to stock-based
compensation
arrangements (25) — — — (64) (670) — — — (734)
Issuance of Class A
Common Stock, net
of forfeitures 116 — — — 588 — — — — 588
Stock-based
compensation
expense — — — — 1,235 — 711 — — 1,946
T ax benefits from
stock-based
compensation
arrangements — — — — 11,260 — — — — 11,260
Reversal of unearned
compensation and
additional paid-in
capital due to the
adoption of SFAS
123R — — — — (715) — 715 — — —
P ayments received on
notes from
stockholders — — — — — — — 169 — 169
Interest earned on
notes receivable
from stockholders — — — — — — — (6) — (6)
Comprehensive
income :
Net income — — — — — 38,979 — — — $ 38,979
Foreign
currency
translation
adjustment,
net of tax
$62 — — — — — — — — (100) (100)
Comprehensive
income 38,879 38,879
Balan ce as of
De ce m be r 31,
2006 34,556 12 13,250 4 148,562 66,376 (463) — (103) 214,388
Class B Common
Stock converted to
Class A Common
Stock 750 — (750) — — — — — — —
Exercise of stock
options 660 — — — 2,206 — — — — 2,206
Issuance of Class A
Common Stock, net
of forfeitures 224 — — — 976 — — — — 976
Stock-based
compensation
expense — — — — 3,901 — 281 — — 4,182
T ax benefits from
stock-based
compensation
arrangements — — — — 6,717 — — — — 6,717
Effect of adoption of
FIN 48 — — — — — (1,152) — — — (1,152)
Comprehensive
income :
Net income — — — — — 52,558 — — — 52,558
Foreign
currency
translation
adjustment,
net of
tax ($264) — — — — — — — — 610 610
Comprehensive
income 53,168 53,168
Balan ce as of
De ce m be r 31,
2007 36,190 12 12,500 4 162,362 117,782 (182) — 507 280,485
Exercise of stock
options 225 — — — 785 — — — — 785
Issuance of Class A
Common Stock, net
of forfeitures 394 — — — 1,205 — — — — 1,205
Stock-based
compensation
expense — — — — 8,340 — 122 — — 8,462
T ax benefits from
stock-based
compensation
arrangements — — — — 2,033 — — — — 2,033
Comprehensive
income :
Net income — — — — — 38,229 — — — 38,229
Foreign
currency
translation
adjustment,
net of tax
$100 — — — — — — — — (102) (102)
Comprehensive
income $ 38,127 38,127
Balan ce as of
De ce m be r 31,
2008 36,809 $ 12 12,500 $ 4 $ 174,725 $ 156,011 $ (60) $ — $ 405 $ 331,097
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Consolidated Statements of Cash Flows
(In thousands)
2008 2007 2006
Cash flows from operating activities
Net income $ 38,229 $ 52,558 $ 38,979
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation and amortization 21,347 14,622 9,824
Unrealized foreign currency exchange rate (gains) losses 5,459 (2,567) 161
Loss on disposal of property and equipment 15 — 115
Stock-based compensation 8,466 4,182 1,982
Deferred income taxes (2,818) (4,909) (6,721)
Changes in reserves for doubtful accounts, returns, discounts and inventories 8,711 4,551 3,832
Changes in operating assets and liabilities:
Accounts receivable 2,634 (24,222) (20,828)
Inventories (19,497) (83,966) (26,504)
Prepaid expenses and other assets (7,187) (2,067) (3,997)
Accounts payable 16,957 11,873 8,203
Accrued expenses and other liabilities (5,316) 11,825 10,681
Income taxes payable and receivable 2,516 3,492 (5,026)
Net cash provided by (used in) operating activities 69,516 (14,628) 10,701
Cash flows from investing activities
Purchase of property and equipment (38,594) (33,959) (15,115)
Purchase of intangible assets (600) (125) —
Purchase of trust owned life insurance policies (2,893) — —
Proceeds from sales of property and equipment 21 — —
Purchases of short term investments — (62,860) (89,650)
Proceeds from sales of short term investments — 62,860 89,650
Net cash used in investing activities (42,066) (34,084) (15,115)
Cash flows from financing activities
Proceeds from revolving credit facility 40,000 14,000 —
Payments on revolving credit facility (15,000) (14,000) —
Proceeds from long term debt 13,214 11,841 2,119
Payments on long term debt (6,490) (2,973) (2,413)
Payments on capital lease obligations (464) (794) (1,840)
Excess tax benefits from stock-based compensation arrangements 2,131 6,892 11,260
Proceeds from exercise of stock options and other stock issuances 1,990 3,182 3,544
Payments of debt financing costs — — (260)
Payments received on notes from stockholders — — 169
Net cash provided by financing activities 35,381 18,148 12,579
Effect of exchange rate changes on cash and cash equivalents (1,377) 497 (487)
Net increase (decrease) in cash and cash equivalents 61,454 (30,067) 7,678
Cash and cash equivalents
Beginning of year 40,588 70,655 62,977
End of year $102,042 $ 40,588 $ 70,655
Non-cash financing and investing activities

Fair market value of shares withheld in consideration of employee tax obligations relative
to stock-based compensation $ — $ — $ 734
Purchase of property and equipment through certain obligations 2,486 1,110 2,700
Issuance of warrants in partial consideration for intangible asset — — 8,500
Settlement of outstanding accounts receivable with property and equipment — — 350
Reversal of unearned compensation and additional paid in capital due to adoption of
SFAS 123R — — 715
Other supplemental information
Cash paid for income taxes 29,561 30,502 20,522
Cash paid for interest 1,444 525 531

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Notes to the Unaudited Consolidated Financial Statements
1. Description of the Business

Under Armour, Inc. is a developer, marketer and distributor of branded performance apparel, footwear and accessories. These products
are sold worldwide and worn by athletes at all levels, from youth to professional on playing fields around the globe, as well as by consumers
with active lifestyles.
2. Summary of Significant Accounting Policies

Basis of Presentation
The accompanying consolidated financial statements include the accounts of Under Armour, Inc. and its wholly owned subsidiaries (the
“Company”). All inter-company balances and transactions have been eliminated. The accompanying consolidated financial statements were
prepared in accordance with accounting principles generally accepted in the United States of America.
Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at date of inception to be cash and
cash equivalents.
Concentration of Credit Risk

Financial instruments that subject the Company to significant concentration of credit risk consist primarily of accounts receivable. The
majority of the Company’s accounts receivable is due from large sporting goods retailers. Credit is extended based on an evaluation of the
customer’s financial condition and collateral is not required. The most significant customers that accounted for a large portion of net revenues
and accounts receivable are as follows:
C u stom e r C u stom e r C u stom e r

A B C
Net revenues
2008 18.6% 12.2% 4.7%
2007 19.9% 13.0% 4.5%
2006 22.2% 14.4% 3.6%
Accounts receivable
2008 25.0% 15.8% 7.9%
2007 27.0% 15.9% 3.6%
2006 28.4% 15.8% 4.8%
Short-Term Investments
Historically, the Company purchased and sold short-term investments consisting of auction rate municipal bonds. All of these short-term
investments were classified as available-for-sale securities. These auction rate securities were recorded at cost, which approximated fair market
value due to their variable interest rates, which typically reset at the regular auctions every 7 to 35 days. Despite the long-term nature of their
stated contractual maturities, the Company had the ability to liquidate these securities primarily through the auction process. As a result, the
Company had no unrealized gains or losses from its investments in these securities. All income generated from these short-term investments
was tax exempt and recorded as interest income. None of these short-term investments were purchased or sold during the year ended
December 31, 2008.
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Included in interest income (expense), net for the years ended December 31, 2008, 2007 and 2006 was interest income of $0.6 million, $1.5
million and $2.2 million, respectively related to short-term investments and cash and cash equivalents.
Accounts Receivable
Accounts receivable are recorded at the invoice price net of an allowance for doubtful accounts and reserves for returns and certain
sales allowances, and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable
credit losses in accounts receivable. As of December 31, 2008 and 2007, the allowance for doubtful accounts was $4.2 million and $1.1 million,
respectively. The Company reviews the allowance for doubtful accounts monthly. In determining the amount of the allowance for doubtful
accounts, the Company considers its historical level of credit losses and significant economic developments within the retail environment that
could impact the ability of its customers to pay outstanding balances and makes judgments about the creditworthiness of significant
customers based on ongoing credit evaluations. Receivable balances are written off against the allowance when management believes it is
probable the receivable will not be recovered. The majority of discounts earned by customers in the period are recorded as liabilities within
accrued expenses as they stipulate settlements to be made through Company cash disbursements. The Company does not have any off-
balance-sheet credit exposure related to its customers.
Inventories
Inventories consist of finished goods, raw materials and work-in-process, and are valued at standard costs which approximate the
Company’s landed cost, using the first-in, first-out method of cost determination. Costs of finished goods inventories include all costs
incurred to bring inventory to its current condition, including inbound freight, duties and other costs.
The Company periodically reviews its inventories and makes provisions as necessary for estimated obsolescence or damaged goods to
ensure values approximate lower of cost or market. The amount of such markdowns is equal to the difference between cost of inventory and
the estimated market value based upon assumptions about future demands, selling prices, and market conditions.
Intangible Assets
Intangible assets that are determined to have a definite life are amortized over the asset’s estimated useful life and are evaluated and
measured for impairment in accordance with the Company’s Impairment of Long-Lived Assets significant accounting policy discussed below.
No impairments relating to intangible assets have been recognized for the years ended December 31, 2008, 2007, and 2006.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are established for
temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at tax rates expected to be
in effect when such assets or liabilities are realized or settled. Deferred income tax assets are reduced by a valuation allowance if, in the
judgment of the Company’s management, it is more likely than not that such assets will not be realized.
Income taxes include the largest amount of tax benefit for an uncertain tax position that is more likely than not to be sustained upon audit
based on the technical merits of the tax position. Settlements with tax authorities, the expiration of statutes of limitations for particular tax
positions, or obtaining new information on particular tax positions may cause a change to the effective tax rate. The Company recognizes
accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes on the consolidated statements of income.
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Property and Equipment

Property and equipment are stated at cost, including the cost of internal labor for software customized for internal use, less accumulated
depreciation and amortization. Property and equipment is depreciated using the straight-line method over the estimated useful lives of the
assets: 3 to 7 years for furniture and fixtures, office equipment and software, and plant equipment. Leasehold improvements are amortized over
the shorter of the lease term or the estimated useful lives of the assets. The cost of in-store apparel and footwear fixtures and displays are
capitalized, included in furniture and fixtures, and depreciated over 3 to 5 years.
The Company capitalizes the cost of interest for long term property and equipment projects based on the Company’s weighted average
borrowing rates in place while the projects are in progress. Capitalized interest was $0.4 million for the year ended December 31, 2008. No
interest was capitalized during the years ended December 31, 2007 and 2006.
Upon retirement or disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and
any resulting gain or loss is reflected in selling, general and administrative expenses for that period. Major additions and betterments are
capitalized to the asset accounts while maintenance and repairs, which do not improve or extend the lives of assets, are expensed as incurred.
Impairment of Long-Lived Assets

The Company continually evaluates whether events and circumstances have occurred that indicate the remaining estimated useful life of
long-lived assets may warrant revision or that the remaining balance may not be recoverable. These factors may include a significant
deterioration of operating results, changes in business plans, or changes in anticipated cash flows. When factors indicate that an asset should
be evaluated for possible impairment, the Company reviews long-lived assets to assess recoverability from future operations using
undiscounted cash flows. Impairments are recognized in earnings to the extent that the carrying value exceeds fair value. No material
impairments were recorded in the years ended December 31, 2008, 2007 and 2006.
Accrued Expenses
At December 31, 2008, accrued expenses primarily included $6.8 million, $6.0 million and $5.1 million of accrued marketing expense,
compensation and benefits and customer discounts, respectively. At December 31, 2007, accrued expenses primarily included $16.3 million,
$7.3 million and $5.8 million of accrued compensation and benefits, marketing expense and customer discounts, respectively.
Accumulated Other Comprehensive Income

Accumulated other comprehensive income includes foreign currency translation adjustments, net of tax.
Foreign Currency Translation and Transactions

The functional currency for each of the Company’s wholly owned foreign subsidiaries is the applicable local currency. The translation of
foreign currencies into U.S. dollars is performed for assets and liabilities using current foreign currency exchange rates in effect at the balance
sheet date and for revenue and expense accounts using average foreign currency exchange rates during the period. Capital accounts are
translated at historical foreign currency exchange rates. Translation gains and losses are included in stockholders’ equity as a component of
accumulated other comprehensive income. Adjustments that arise from foreign currency exchange rate changes on transactions, primarily
driven by inter-company transactions, denominated in a currency other than the local currency are included in other income (expense), net on
the consolidated statements of income.
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Derivatives
The Company uses derivative financial instruments in the form of foreign currency forward contracts to minimize the risk associated with
foreign currency exchange rate fluctuations. The Company accounts for derivative financial instruments pursuant to the Financial Accounting
Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 133, Accounting for Derivative Instruments and
Hedging Activities, as amended and interpreted (“SFAS 133”). SFAS 133 establishes accounting and reporting standards for derivative
financial instruments and requires all derivatives to be recognized as either assets or liabilities on the balance sheet and to be measured at fair
value. Unrealized derivative gain positions are recorded as other current assets or other non-current assets, and unrealized derivative loss
positions are recorded as accrued expenses or other long term liabilities, depending on the derivative financial instrument’s maturity date.
Currently, the Company’s foreign currency forward contracts are not designated as cash flow hedges, and accordingly, changes in their
fair value are recorded to other income (expense), net on the consolidated statements of income. The Company does not enter into derivative
financial instruments for speculative or trading purposes.
Revenue Recognition
The Company recognizes revenue pursuant to applicable accounting standards, including the SEC Staff Accounting Bulletin (“SAB”)
No. 104, Revenue Recognition, which summarizes certain of the SEC staff’s views in applying generally accepted accounting principles to
revenue recognition in financial statements and provides guidance on revenue recognition issues in the absence of authoritative literature
addressing a specific arrangement or a specific industry.
Net revenues consist of both net sales and license revenues. Net sales are recognized upon transfer of ownership, including passage of
title to the customer and transfer of risk of loss related to those goods. Transfer of title and risk of loss is based upon shipment under free on
board shipping point for most goods or upon receipt by the customer depending on the country of the sale and the agreement with the
customer. In some instances, transfer of title and risk of loss takes place at the point of sale (e.g. at the Company’s retail stores). The Company
may also ship product directly from its supplier to the customer and recognize revenue when the product is delivered to and accepted by the
customer. License revenues are recognized based upon shipment of licensed products sold by our licensees.
Net sales are recorded net of reserves for returns and certain sales allowances. Provisions for customer specific discounts based on
contractual obligations with certain major customers are recorded as reductions to net sales. Returns and sales allowances are estimated at the
time of sale based primarily on historical experience. Sales taxes imposed on our revenues from product sales are presented on a net basis on
the consolidated statements of income and therefore do not impact net revenues or cost of goods sold.
Advertising Costs
Advertising costs are charged to selling, general and administrative expenses. Advertising production costs are expensed the first time
an advertisement related to such production costs is run. Media (television, print and radio) placement costs are expensed the month the
advertisement appears. In addition, advertising costs include sponsorship expenses. Accounting for sponsorship payments is based upon
specific contract provisions and are generally expensed uniformly over the term of the contract after giving recognition to periodic
performance compliance provisions of the contracts. Advertising expense, including amortization of in-store marketing fixtures and displays,
was $94.9 million, $71.2 million and $48.3 million for the years ended December 31, 2008, 2007 and 2006, respectively. At December 31, 2008 and
2007, prepaid advertising costs were $0.9 million and $0.8 million, respectively.
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Shipping and Handling Costs

The Company charges certain customers shipping and handling fees. These fees are recorded in net revenues. The Company includes
the majority of outbound shipping and handling costs as a component of selling, general and administrative expenses. Outbound shipping
and handling costs include costs associated with shipping goods to customers and certain costs to operate the Company’s distribution
facilities. These costs, included within selling, general and administrative expenses, were $17.2 million, $13.7 million and $10.5 million for the
years ended December 31, 2008, 2007 and 2006, respectively.
Earnings per Share

Basic earnings per common share is computed by dividing net income available to common stockholders for the period by the weighted
average number of common shares outstanding during the period. Diluted earnings per common share is computed by dividing net income
available to common stockholders for the period by the diluted weighted average common shares outstanding during the period. Diluted
earnings per share reflects the potential dilution from common shares issuable through stock options, warrants, restricted stock and other
equity awards. See Note 11 for further discussion of earnings per share.
Stock-Based Compensation
Effective January 1, 2006, the Company adopted the provisions of SFAS No. 123R, Share-Based Payment (revised 2004) (“SFAS 123R”).
SFAS 123R supersedes Accounting Principles Board (“ABP”) Opinion No 25 Accounting for Stock Issued to Employees (“APB 25”), and
requires that all stock-based compensation awards granted to employees and directors be measured at the fair value of the award and
recognized as an expense in the financial statements. SFAS 123R also requires that excess tax benefits related to stock option exercises be
reflected as financing cash flows instead of operating cash flows.
The Company adopted SFAS 123R using the modified prospective method of application, which requires the Company to recognize
compensation expense for grants of stock-based compensation awards to employees and directors on a prospective basis; therefore, prior
period financial statements were not restated. The Company uses the Black-Scholes option-pricing model to estimate the fair market value of
stock-based compensation awards granted under SFAS 123R. As permitted by Staff Accounting Bulletin (“SAB”) No. 110, Share-Based
Payment (“SAB 110”), the expected life of stock options granted is calculated using an expected life equal to the time from grant to the
midpoint between the vesting date and the contractual term, while considering the vesting tranches. The risk-free interest rate is based on the
yield for the U.S. Treasury bill with a maturity equal to the expected stock option life. Expected volatility is based on an average for a peer
group of companies similar in terms of type of business, industry, stage of life cycle and size. Compensation expense is recognized on a
straight-line basis over the total vesting period, which is the implied requisite service period and net of forfeitures which are estimated at the
date of grant based on historical rates.
Compensation expense under SFAS 123R includes the expense of stock-based compensation awards granted subsequent to January 1,
2006 and the expense for the remaining vesting term of stock-based compensation awards granted subsequent to the Company’s initial filing
of the S-1 Registration Statement with the Securities and Exchange Commission (“SEC”) on August 26, 2005. Stock-based compensation
awards granted to employees and directors prior to the Company’s initial filing of the S-1 Registration Statement are specifically excluded from
SFAS 123R and will continue to be accounted for in accordance with APB 25 and the FASB Interpretation (“FIN”) No. 28 Accounting for
Stock Appreciation Rights and Other Variable Stock Option or Award Plans until unearned compensation of $0.1 million as of December 31,
2008 is fully amortized through 2010. In addition, as of the January 1, 2006 adoption date, the Company reversed $0.7 million in unearned
compensation and the related additional paid-in capital due to unvested equity awards granted between the initial filing of the Company’s S-1
Registration Statement and the January 1, 2006 SFAS 123R adoption date. Had the Company elected to account for all stock-based
compensation awards granted to employees and directors at fair
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value in accordance with SFAS 123 as amended by SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure
(“SFAS 148”), net income and earnings per share for the years ended December 31, 2008, 2007 and 2006 would have been reported as set forth
in the following table:
(In thousands, except per share amounts) 2008 2007 2006
Net income $38,229 $52,558 $38,979
Add: stock-based compensation expense included in reported net income,
net of taxes 4,633 2,468 1,298
Deduct: stock-based compensation expense determined under fair value
based methods for all awards, net of taxes (4,796) (2,628) (1,452)
Pro forma net income $38,066 $52,398 $38,825
Earnings per share including SFAS 123 compensation expense
Basic, pro forma $ 0.78 $ 1.09 $ 0.83
Diluted, pro forma $ 0.76 $ 1.05 $ 0.78
Basic, as reported $ 0.79 $ 1.09 $ 0.83
Diluted, as reported $ 0.77 $ 1.05 $ 0.79
The Company issues new shares of Class A Common Stock upon exercise of stock options, grant of restricted stock or share unit
conversion. See Note 12 for further details on stock-based compensation.
Management Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates, including estimates relating to assumptions that affect the reported amounts of assets and liabilities,
and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from these estimates.
Fair Value of Financial Instruments

The carrying amounts shown for the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate fair
value because of the short term maturity of those instruments. The fair value of the long term debt approximates its carrying value based on
the variable nature of interest rates and current market rates available to the Company.
Recently Adopted Accounting Standards

In December 2007, the SEC issued SAB 110. SAB 110 amends SAB No. 107, Share-Based Payment, and allows for the continued use,
under certain circumstances, of the “simplified method” in developing an estimate of the expected term on stock options accounted for under
SFAS 123R. SAB 110 is effective for stock options granted after December 31, 2007. The Company continued to use the “simplified method” in
developing an estimate of the expected term on stock options granted during the year ended December 31, 2008. The Company does not have
sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its
shares of Class A Common Stock have been publicly traded.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an
amendment of FASB Statement No. 115 (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain
other assets and liabilities at fair value on an instrument-by-instrument basis. The Company adopted SFAS 159 in the first quarter of 2008 and
did not choose to apply fair value accounting to any such assets or liabilities.
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In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”), which defines fair value, establishes a
framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value
measurements. SFAS 157 was effective for fiscal years beginning after November 15, 2007, however the FASB has delayed the effective date of
SFAS 157 to fiscal years beginning after November 15, 2008 for nonfinancial assets and nonfinancial liabilities, except those items recognized
or disclosed at fair value on an annual or more frequent basis. The adoption of SFAS 157 for financial assets and liabilities in the first quarter
of 2008 did not have a material impact on the Company’s consolidated financial statements. The Company does not believe that the adoption
of SFAS 157 for nonfinancial assets and nonfinancial liabilities will have a material impact on its consolidated financial statements.
Recently Issued Accounting Standards

In June 2008, the FASB issued FASB Staff Position (“FSP”) Emerging Issues Task Force (“EITF”) Issue No. 03-6-1, Determining
Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities (“FSP EITF 03-6-1”). FSP EITF 03-6-1
requires that unvested stock-based compensation awards that contain non-forfeitable rights to dividends or dividend equivalents (whether
paid or unpaid) should be classified as participating securities and should be included in the computation of earnings per share pursuant to
the two-class method as described by SFAS No. 128, Earnings per Share. The provisions of FSP EITF 03-6-1 are required for fiscal years
beginning after December 15, 2008. The Company does not believe the adoption of FSP EITF 03-6-1 will have a material impact on its
computation of earnings per share.
In June 2008, the FASB issued EITF Issue No. 07-5, Determining Whether an Instrument (or an Embedded Feature) is Indexed to an
Entity’s Own Stock (“EITF 07-5”). EITF 07-5 addresses the determination of whether provisions that introduce adjustment features (including
contingent adjustment features) would prevent treating a derivative contract or an embedded derivative on a company’s own stock as indexed
solely to the company’s stock. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. The Company does not believe the
adoption of EITF 07-5 will have a material impact on its consolidated financial statements.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS 161”). SFAS
161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable
investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. The provisions of SFAS
161 are effective for the fiscal years and interim periods beginning after November 15, 2008. The Company does not believe the adoption of
SFAS 161 will have a material impact on its consolidated financial statement disclosures.
In December 2007, the FASB issued SFAS No. 141R, Business Combinations (revised 2007) (“SFAS 141R”). SFAS 141R replaces SFAS
141 and requires the acquirer of a business to recognize and measure the identifiable assets acquired, the liabilities assumed, and any non-
controlling interest in the acquiree at fair value. SFAS 141R also requires transaction costs related to the business combination to be expensed
as incurred. SFAS 141R is effective for business combinations for which the acquisition date is on or after fiscal years beginning after
December 15, 2008. The Company does not believe the adoption of SFAS 141R will have a material impact on its consolidated financial
statements.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of
ARB No. 51 (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. SFAS 160 is effective for fiscal years beginning after December 15, 2008. The Company does not believe the
adoption of SFAS 160 will have a material impact on its consolidated financial statements.
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3. Inventories
Inventories consisted of the following:
De ce m be r 31,
(In thousands) 2008 2007
Finished goods $187,072 $169,560
Raw materials 731 1,180
Work-in-process 6 208
Subtotal inventories 187,809 170,948
Inventories reserve (5,577) (4,866)
Total inventories $182,232 $166,082
4. Property and Equipment

Property and equipment consisted of the following:
De ce m be r 31,
Furniture, fixtures and displays $ 37,245 $ 25,853
Software 20,106 9,849
Leasehold improvements 18,536 11,598
Plant equipment 16,705 13,867
Office equipment 13,369 11,295
Construction in progress 11,910 10,411
Other 2,236 814
Subtotal property and equipment 120,107 83,687
Accumulated depreciation and amortization (46,559) (31,355)
Property and equipment, net $ 73,548 $ 52,332
Construction in progress primarily includes software costs relative to systems not yet placed in use and leasehold improvement costs
and in-store fixtures and displays not yet placed in service.
Depreciation and amortization expense related to property and equipment was $19.6 million, $12.9 million and $9.0 million for the years
ended December 31, 2008, 2007 and 2006, respectively.
5. Intangible Assets, Net

The following table summarizes the Company’s intangible assets as of the periods indicated:
De ce m be r 31, 2008 De ce m be r 31, 2007

Gross Gross
C arrying Accum u late d Ne t C arrying C arrying Accum u late d Ne t C arrying
(In thousands) Am ou n t Am ortiz ation Am ou n t Am ou n t Am ortiz ation Am ou n t
Intangible assets subject to
amortization:
Footwear promotional rights $ 8,500 $ (3,625) $ 4,875 $ 8,500 $ (2,125) $ 6,375
Other 725 (130) 595 125 (30) 95
Total $ 9,225 $ (3,755) $ 5,470 $ 8,625 $ (2,155) $ 6,470
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Intangible assets are amortized using estimated useful lives of 33 months to 89 months with no residual value. Amortization expense,
which is primarily included in selling, general and administrative expenses, was $1.6 million, $1.5 million and $0.6 million for the years ended
December 31, 2008, 2007 and 2006, respectively. The estimated amortization expense of the Company’s intangible assets is $1.6 million for each
of the years ending December 31, 2009 through 2011, and $0.5 million and $0.1 million for the years ending December 31, 2012 and 2013,
respectively.
6. Revolving Credit Facility and Long Term Debt

Revolving Credit Facility
In January 2009, the Company terminated its existing revolving credit facility and entered into a new revolving credit facility with certain
lending institutions. See Note 18 for a further discussion on the new revolving credit facility.
In December 2006, the Company entered into a third amended and restated financing agreement with a lending institution that had a term
of five years and provided for a committed revolving credit line of up to $100.0 million based on the Company’s eligible domestic inventory
and accounts receivable balances and was used for working capital and general corporate purposes. This financing agreement was
collateralized by substantially all of the Company’s domestic assets, other than its trademarks. Up to $10.0 million of the revolving credit
facility could be used to support letters of credit, which if utilized would reduce the availability under the revolving credit facility. The
Company incurred $0.3 million in deferred financing costs in connection with this revolving credit facility. In accordance with EITF Issue
No. 98-14 Debtor’s Accounting for Changes in Line-of-Credit or Revolving-Debt Arrangements (“EITF 98-14”) unamortized deferred
financing costs of $0.6 million relating to the Company’s old revolving credit facility were added to the deferred financing costs of this
revolving credit facility and were to be amortized over the remaining life of this revolving credit facility.
Borrowings under this revolving credit facility bore interest based on the daily balance outstanding at the Company’s choice of LIBOR
plus an applicable margin (varying from 1.0% to 2.0%) or the JP Morgan Chase Bank prime rate plus an applicable margin (varying from 0.0% to
0.5%). The applicable margin was calculated quarterly and varied based on the Company’s pricing leverage ratio as defined in this financing
agreement. This revolving credit facility also carried a line of credit fee varying from 0.1% to 0.5% of the available but unused borrowings.
This financing agreement contained a number of restrictions that limited the Company’s ability, among other things, to pledge its
accounts receivable, inventory, trademarks and most of its other assets as security in its borrowings or transactions; pay dividends on stock;
redeem or acquire any of its securities; sell certain assets; make certain investments; guaranty certain obligations of third parties; undergo a
merger or consolidation; or engage in any activity materially different from those presently conducted by the Company.
If net availability under this financing agreement fell below a certain threshold as defined in this agreement, the Company could not
exceed a maximum leverage ratio of 1.25 and could not fall below a minimum fixed charge coverage ratio ranging from 1.10 to 1.25 as defined in
the agreement. This financing agreement also provided the lenders with the ability to reduce the available revolving credit line amount even if
the Company was in compliance with all conditions of this agreement, based on negative forecasts, trends or other circumstances that the
lenders reasonably determined could negatively impact the Company or its business, profits, operations, financial condition or assets. The
Company’s net availability as of December 31, 2008 was above the threshold for compliance with the financial covenants and the Company
was below the maximum leverage ratio and above the minimum fixed charge coverage ratio as of December 31, 2008. As of December 31, 2008,
$25.0 million was outstanding under this revolving credit facility, and the Company’s net availability was $75.0 million based on its eligible
domestic inventory and accounts receivable balances.
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Prior to amending and restating the revolving credit facility in December 2006, the Company was party to a revolving credit facility of
$75.0 million that was to terminate in 2010. Interest rates and covenants under this financing agreement were similar to the interest rates and
covenants described above.
The weighted average interest rate on the balances outstanding under this revolving credit facility was 3.7% and 6.3% for the years
ended December 31, 2008 and 2007, respectively. No balance was outstanding during the year ended December 31, 2006.
Long Term Debt

In March 2005, the Company entered into an agreement to finance the acquisition or lease of up to $17.0 million in qualifying capital
investments. Loans under this agreement are collateralized by a first lien on the assets acquired. The agreement is not a committed facility, with
each advance under the agreement subject to the lender’s approval. In March 2008, the lender agreed to increase the maximum financing under
the agreement to $37.0 million.
In May 2008, the Company entered into an additional agreement to finance the acquisition or lease of up to $40.0 million in qualifying
capital investments. Loans under this additional agreement are collateralized by a first lien on the assets acquired. This additional agreement is
not a committed facility, with each advance under the agreement subject to the lender’s approval.
These agreements include a cross default provision whereby an event of default under other debt obligations, including the revolving
credit facility agreement, is considered an event of default under these agreements. Through December 31, 2008, the Company has financed
$33.0 million of property and equipment under these agreements. As of December 30, 2008 and 2007, the outstanding principal balance was
$20.1 million and $13.4 million, respectively, under these agreements. Currently, advances under these agreements bear interest rates which are
fixed at the time of each advance. The weighted average interest rate on outstanding borrowings was 6.1%, 6.5% and 6.3% for the years ended
December 31, 2008, 2007 and 2006, respectively. The terms of the Company’s new revolving credit facility (see Note 18 for a further discussion
of the new revolving credit facility) limit the total amount of additional financing under these agreements to $35.0 million.
The following is a schedule of future principal payments on long term debt as of December 31, 2008:
(In thousands)
2009 $ 7,072
2010 7,167
2011 3,647
2012 1,966
2013 and thereafter 281
Total future principal payments on long term debt 20,133
Less current maturities of long term debt (7,072)
Long term debt obligations $13,061
The Company monitors the financial health and stability of its lenders under the revolving credit and long term debt facilities, however
current significant instability in the credit markets could negatively impact lenders and their ability to perform under their facilities.
Included in interest income (expense), net for the years ended December 31, 2008, 2007 and 2006 was interest expense, including
amortization of deferred financing costs, under the revolving credit facility and long term debt agreements of $1.5 million, $0.8 million and $0.8
million, respectively.
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7. Commitments and Contingencies

Obligations Under Operating and Capital Leases
The Company leases warehouse space, office facilities, space for our retail stores and certain equipment under non-cancelable operating
and capital leases. The leases expire at various dates through 2019, excluding extensions at our option, and include provisions for rental
adjustments. The following is a schedule of future minimum lease payments for capital and non-cancelable operating leases as of December 31,
2008:
(In thousands) O pe ratin g C apital

2009 $ 12,758 $ 378
2010 12,031 99
2011 11,449 —
2012 10,059 —
2013 and thereafter 30,823 —
Total future minimum lease payments $ 77,120 477
Less amount representing interest (19)
Present value of future minimum capital lease payments 458
Less current maturities of obligations under capital leases (361)
Long term capital lease obligations $ 97
Rent expense for the years ended December 31, 2008, 2007 and 2006 was $12.9 million, $8.5 million and $5.4 million, respectively, under the
operating lease agreements.
The following summarizes the Company’s assets under capital lease agreements:
De ce m be r 31,
Office equipment $ — $ 20
Leasehold improvements 331 401
Plant equipment 1,651 1,755
1,982 2,176
Accumulated depreciation and amortization (1,271) (1,134)
Property and equipment, net $ 711 $ 1,042
For the years ended December 31, 2008, 2007 and 2006, $0.3 million, $0.5 million and $0.8 million, respectively, of depreciation and
amortization on assets under capital leases was included in depreciation and amortization expense.
Sponsorships and Other Marketing Commitments

Within the normal course of business, the Company enters into contractual commitments in order to promote the Company’s brand and
products. These commitments include sponsorship agreements with teams and athletes on the collegiate and professional levels, official
supplier agreements, athletic event sponsorships and other marketing commitments. The following is a schedule of the Company’s future
minimum payments under its sponsorship and other marketing agreements as of December 31, 2008:
(In thousands)
2009 $26,170
2010 21,842
2011 17,795
2012 6,483
2013 and thereafter 4,130
Total future minimum sponsorship and other marketing payments $76,420
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The amounts listed above are the minimum obligations required to be paid under the Company’s sponsorship and other marketing
agreements. The amounts listed above do not include additional incentives based on performance achievements while wearing or using the
Company’s products and product supply obligations provided under some of these agreements.
Other
The Company is, from time to time, involved in routine legal matters incidental to its business. Management believes that the ultimate
resolution of any such current proceedings and claims will not have a material adverse effect on the Company’s consolidated financial
position, results of operations or cash flows.
In connection with various contracts and agreements, the Company has agreed to indemnify counterparties against certain third party
claims relating to the infringement of intellectual property rights and other items that fall under the scope of FIN No. 45, Guarantor’s
Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. Generally, such
indemnification obligations do not apply in situations in which the counterparties are grossly negligent, engage in willful misconduct, or act in
bad faith. Based on the Company’s historical experience and the estimated probability of future loss, the Company has determined that the fair
value of such indemnifications is not material to its consolidated financial position or results of operations.
Certain key executives are party to agreements with the Company that include severance benefits upon involuntary termination of
employment without cause or for good reason, including following a change in control of the Company.
8. Stockholders’ Equity
The Company’s Class A Common Stock and Class B Convertible Common Stock have an authorized number of shares of 100.0 million
shares and 12.5 million shares, respectively, and each have a par value of $0.0003 1/3 per share. Holders of Class A Common Stock and Class B
Convertible Common Stock have identical rights, except that the holders of Class A Common Stock are entitled to one vote per share and
holders of Class B Convertible Common Stock are entitled to 10 votes per share on all matters submitted to a stockholder vote. Class B
Convertible Common Stock may only be held by the Company’s Chief Executive Officer (“CEO”), or a related party of the CEO, as defined in
the Company’s charter. As a result, the Company’s CEO has more than a majority voting control over the Company. Upon the transfer of
shares of Class B Convertible Stock to a person other than the Company’s CEO or a related party of the CEO, the shares automatically convert
into shares of Class A Common Stock on a one-for-one basis. In addition, all of the outstanding shares of Class B Convertible Common Stock
will automatically convert into shares of Class A Common Stock on a one-for-one basis on the date upon which the shares of Class A
Common Stock and Class B Convertible Common Stock beneficially owned by the Company’s CEO is less than 15% of the total shares of
Class A Common Stock and Class B Convertible Common Stock outstanding. Holders of the Company’s common stock are entitled to receive
dividends when and if authorized and declared out of assets legally available for the payment of dividends.
In June 2006, 8.4 million shares of the Company’s Class A Common Stock were sold by stockholders of the Company, including certain
members of the Company’s management, pursuant to an underwritten public offering registered on Form S-1. The Company did not receive
any proceeds from the sale of the shares sold in the offering and expenses incurred from the offering were paid by the selling stockholders. In
connection with the offering, 2.0 million shares of Class B Convertible Common Stock were converted into shares of Class A Common Stock
on a one-for-one basis.
In November 2007, 0.8 million shares of Class B Convertible Common Stock were converted into shares of Class A Common Stock on a
one-for-one basis in connection with a stock sale.
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Notes Receivable from Stockholders

In 2005, the Company made loans to select employees to enable these employees to exercise vested stock options. These notes
receivable were presented within the balance sheet as a component of stockholders’ equity. These notes receivable were collateralized by the
Class A Common Stock and were full recourse to the Company. The 2005 notes receivable, which accrued interest at 7.7%, were repaid
including interest during 2006.
9. Fair Value Measurements

The Company adopted SFAS 157 as of January 1, 2008 for its financial assets and liabilities. SFAS 157 defines fair value as the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date
(an exit price). SFAS 157 outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and
comparability of fair value measurements and the related disclosures and prioritizes the inputs used in measuring fair value as follows:
Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own
assumptions.
Financial assets and (liabilities) measured at fair value as of December 31, 2008 are set forth in the table below:
(In thousands)
De scription Le ve l 1 Le ve l 2 Le ve l 3
Derivative foreign currency forward contracts

(see Note 14) $ — $ 1,244 $ —
TOLI held by the Rabbi Trust (see Note 13) — 2,202 —
The Plan obligations (see Note 13) — (2,159) —
Fair values of the financial assets and liabilities listed above are determined using inputs that use as their basis readily observable market
data that are actively quoted and are validated through external sources, including third-party pricing services and brokers. The foreign
currency forward contracts represent gains and losses on derivative contracts, which is the net difference between the U.S. dollars to be
received or paid at the contracts’ settlement date and the U.S. dollar value of the foreign currency to be sold or purchased at the current
forward exchange rate. The fair value of the TOLI held by the Rabbi Trust is based on the cash-surrender value of the policies, which are
invested primarily in mutual funds and a separately managed fixed income fund. These investments are in the same funds and purchased in
substantially the same amounts as the participants’ selected investments, which represent the underlying liabilities to participants in the Plan.
Liabilities under the Plan are recorded at amounts due to participants, based on the fair value of participants’ selected investments.
10. Provision for Income Taxes

Income (loss) before income taxes is as follows:
(In thousands) 2008 2007 2006
Income (loss) before income taxes:

United States $ 85,204 $91,929 $62,250
Foreign (15,304) (2,886) (3,163)
Total $ 69,900 $89,043 $59,087
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The components of the provision for income taxes consisted of the following:
(In thousands) 2008 2007 2006
Current
Federal $28,225 $35,446 $24,083
State 5,022 5,379 2,630
Other foreign countries 1,242 569 116
34,489 41,394 26,829
Deferred
Federal 226 (4,257) (2,656)
State 1,699 290 (3,120)
Other foreign countries (4,743) (942) (945)
(2,818) (4,909) (6,721)
Provision for income taxes $31,671 $36,485 $20,108
A reconciliation from the U.S. statutory federal income tax rate to the effective income tax rate is as follows:
2008 2007 2006
U.S. federal statutory income tax rate 35.0% 35.0% 35.0%

State taxes, net of federal tax impact 6.5 5.0 (1.9)
Foreign losses 2.2 0.7 0.3
Other 1.6 0.3 0.6
Effective income tax rate 45.3% 41.0% 34.0%
The increase in the 2008 full year effective income tax rate, as compared to 2007, is primarily attributable to losses in foreign subsidiaries,
partially caused by foreign currency exchange rate losses, which resulted in a larger proportion of the Company’s consolidated taxable income
earned in the United States, which has higher tax rates than our foreign jurisdictions. In addition, the increase was due to an increase in the
state income tax rate in Maryland, where the Company’s corporate headquarters is located. In 2006, the Company recorded $5.6 million of state
tax credits, which reduced the Company’s effective income tax rate in 2006 as compared to 2008 and 2007.
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Deferred tax assets and liabilities consisted of the following:
De ce m be r 31,
Deferred tax asset
State tax credits, net of federal tax impact $ 899 $ 2,950
Tax basis inventory adjustment 2,495 2,336
Inventory obsolescence reserves 1,985 1,769
Allowance for doubtful accounts and other reserves 7,802 4,879
Foreign net operating loss carryforward 6,378 2,798
Stock-based compensation 3,425 1,366
Intangible asset 1,354 1,047
Deferred rent 1,292 585
Other 1,911 2,147
Total deferred tax assets 27,541 19,877
Deferred tax liability
Unrealized (gains) losses (81) (818)
Other comprehensive income (101) (201)
Prepaid expenses (837) (701)
Property, plant and equipment (5,285) 434
Total deferred tax liabilities (6,304) (1,286)
Total deferred tax assets, net $21,237 $18,591
As of December 31, 2008, deferred tax liabilities of $260.3 thousand and $14.0 thousand were included in other current liabilities and other
long term liabilities, respectively. As of December 31, 2008, the Company has available state tax credits of $1.4 million that will begin to expire in
12 to 13 year periods.
As of December 31, 2008, a Company subsidiary has available a net operating loss that will begin to expire in 7 to 9 years. A valuation
allowance has not been recorded against the foreign subsidiary net operating loss based on the Company’s ability to implement tax planning
strategies to utilize these net operating losses.
The Company adopted the provisions of FIN 48 on January 1, 2007. As a result of the implementation, the Company recorded an
additional $1.6 million liability for uncertain tax positions, including related interest and penalties, of which $1.2 million was accounted for as a
reduction to the January 1, 2007 balance of retained earnings and the remainder was recorded within deferred tax assets. After recognizing the
adoption of FIN 48, the total liability for uncertain tax positions, including related interest and penalties, was approximately $2.0 million.
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As of December 31, 2008 and 2007, the total liability for uncertain tax positions, including related interest and penalties, was
approximately $2.5 million and $2.6 million, respectively. The following table represents a reconciliation of the Company’s total unrecognized
tax benefits balances, excluding interest and penalties, for the years ended December 31, 2008 and 2007:
Beginning of year $ 1,781 $ 1,454

Increases as a result of tax positions taken in a prior period — —
Decreases as a result of tax positions taken in a prior period — —
Increases as a result of tax positions taken during the current period 281 327
Decreases as a result of tax positions taken during the current period — —
Decreases as a result of settlements during the current period — —
Reductions as a result of a lapse of statute of limitations during the current
period (387) —
End of year $ 1,675 $ 1,781
As of December 31, 2008, $1.1 million of unrecognized tax benefits, excluding interest and penalties, would impact our effective tax rate if
recognized.
As of both December 31, 2008 and 2007, the liability for uncertain tax positions included $0.8 million for the accrual of interest and
penalties. For each of the years ended December 31, 2008 and 2007, the Company recorded $0.2 million for the accrual of interest and penalties
in its consolidated statement of income.
The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The majority of the
Company’s returns are no longer subject to U.S. federal, state and local or foreign income tax examinations by tax authorities for years before
2005. The Company may incur a decrease in the total unrecognized tax benefits within the next twelve months as a result of the possible
expiration of certain statutes of limitations for particular tax positions.
11. Earnings per Share

The following represents a reconciliation from basic earnings per share to diluted earnings per share:
Numerator
Net income $38,229 $52,558 $38,979
Denominator
Weighted average common shares outstanding 48,569 48,021 46,983
Effect of dilutive securities 1,321 1,938 2,604
Weighted average common shares and dilutive securities outstanding 49,890 49,959 49,587
Earnings per share - basic $ 0.79 $ 1.09 $ 0.83
Earnings per share - diluted $ 0.77 $ 1.05 $ 0.79
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Effects of potentially dilutive securities are presented only in periods in which they are dilutive. Stock options, restricted stock awards,
restricted stock units and warrants representing 1.3 million, 0.1 million, and 0.1 million shares of common stock were outstanding for each of
the years ended December 31, 2008, 2007 and 2006 but were excluded from the computation of diluted earnings per share because their effect
would be anti-dilutive.
12. Stock-Based Compensation

Stock Compensation Plans
The Under Armour, Inc. 2005 Omnibus Long-Term Incentive Plan (the “2005 Plan”) provides for the issuance of stock options, restricted
stock, restricted stock units and other equity awards to officers, directors, key employees and other persons. The maximum number of shares
available for issuance under the 2005 Plan is 2.7 million shares. Stock options and restricted stock awards under the 2005 Plan generally vest
ratably over a four to five year period. The exercise period for stock options is generally ten years from the date of grant. The Company
generally receives a tax deduction for any ordinary income recognized by a participant in respect to an award under the 2005 Plan. The 2005
Plan terminates as of the date of the Company’s 2009 annual meeting of stockholders unless it is approved again by stockholders by such
meeting date. If the 2005 Plan is approved by stockholders during this time period, it terminates in 2015. As of December 31, 2008, 0.9 million
shares are available for future grants of awards under the 2005 Plan.
The Company’s 2000 Stock Option Plan (the “2000 Plan”) provided for the issuance of stock options, restricted stock and other equity
awards to officers, directors, key employees and other persons. The 2000 Plan was terminated and superseded by the 2005 Plan upon the
Company’s initial public offering in November 2005. No further awards may be granted under the 2000 Plan. Stock options and restricted stock
awards under the 2000 Plan generally vest ratably over a four to five year period. The exercise period for stock options generally does not
exceed five years from the date of grant. The Company generally receives a tax deduction for any ordinary income recognized by a participant
in respect to an award under the 2000 Plan.
Employee Stock Purchase Plan

The Company’s Employee Stock Purchase Plan (the “ESPP”) allows for the purchase of Class A Common Stock by all eligible employees
at a 15% discount from fair market value subject to certain limits as defined in the ESPP. The maximum number of shares available under the
ESPP is 1.0 million shares. During the years ended December 31, 2008, 2007 and 2006, 46.6 thousand, 22.1 thousand and 16.9 thousand shares
were purchased under the ESPP, respectively.
2006 Non-Employee Director Compensation Plan and Deferred Stock Unit Plan
In April 2006, the Board of Directors adopted the Under Armour, Inc. 2006 Non-Employee Director Compensation Plan (the “2006
Director Compensation Plan”) and the Under Armour, Inc. 2006 Non-Employee Director Deferred Stock Unit Plan (the “2006 DSU Plan”), which
were effective on May 31, 2006. The 2006 Director Compensation Plan provides for cash compensation and awards of stock options and
restricted stock units to non-employee directors of the Company under the 2005 Plan. Non-employee directors have the option to defer the
value of their annual cash retainers as deferred stock units in accordance with the 2006 DSU Plan. Each new non-employee director receives an
award of restricted stock units upon the initial election to the Board of Directors, with the units covering stock valued at $0.1 million on the
grant date and vesting in three equal annual installments. In addition, each non-employee director receives, following each annual
stockholders’ meeting, an annual grant under the 2005 Plan of stock options to acquire stock with a value of $75.0 thousand as of the grant
date and an award of restricted stock units covering stock valued at $25.0 thousand on the grant date. Each award vests 100% on the date of
the next annual stockholders’ meeting following the grant date.
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The receipt of the shares otherwise deliverable upon vesting of the restricted stock units automatically defers into deferred stock units
under the 2006 DSU Plan. Under the 2006 DSU Plan each deferred stock unit represents the Company’s obligation to issue one share of the
Company’s Class A Common Stock with the shares delivered six months following the termination of the director’s service.
Stock Options
The weighted average fair value of a stock option granted for the years ended December 31, 2008, 2007 and 2006 was $19.48, $22.88 and
$17.14, respectively. The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option-pricing model
with the following weighted average assumptions:
2008 2007 2006
Risk-free interest rate 4.5% -

2.9% - 4.4% 4.6% 4.6% - 5.0%
Average expected life in years 5.4 - 8.3 5.5 - 6.5 5.5 - 6.5
Expected volatility 44.0% - 44.6% -
47.7% 44.4% 46.1%
Expected dividend yield 0% 0% 0%
A summary of the Company’s stock options as of December 31, 2008, 2007 and 2006, and changes during the years then ended is
presented below:
W e ighte d W e ighte d
Nu m be r Ave rage Nu m be r Ave rage Nu m be r Ave rage
of S tock Exe rcise of S tock Exe rcise of S tock Exe rcise
O ptions Price O ptions Price O ptions Price
Outstanding, beginning of year 2,126 $ 8.23 2,755 $ 6.19 4,215 $ 3.42
Granted, at fair market value 609 37.96 67 45.12 197 36.17
Exercised (225) 3.49 (660) 3.34 (1,292) 2.29
Forfeited (54) 13.67 (36) 10.42 (365) 4.12
Outstanding, end of year 2,456 $ 15.92 2,126 $ 8.23 2,755 $ 6.19
Options exercisable, end of year 1,044 $ 7.22 639 $ 5.70 665 $ 2.39
The intrinsic value of stock options exercised during the years ended December 31, 2008, 2007 and 2006 was $6.7 million, $31.9 million and
$43.5 million, respectively.
The following table summarizes information about stock options outstanding and exercisable as of December 31, 2008:
O ptions O u tstan ding O ptions Exe rcisable

W e ighte d W e ighte d W e ighte d W e ighte d
Ave rage Ave rage Ave rage Ave rage
Nu m be r of Exe rcise Re m aining Total Nu m be r of Exe rcise Re m aining Total
Ran ge of Un de rlyin g Price Pe r C on tractu al Intrin sic Un de rlyin g Price Pe r C on tractu al Intrin sic
Exe rcise Price s S h are s S h are Life (Ye ars) Value S h are s S h are Life (Ye ars) Value
$0.17 233 $ 0.17 2.5 $ 5,517 233 $ 0.17 2.5 $ 5,517
$0.83 10 0.83 3.6 230 10 0.83 3.6 230
$1.77 – $2.65 941 2.25 2.1 20,302 460 2.23 2.3 9,938
$10.77 – $13.00 429 11.31 2.2 5,377 244 11.37 2.1 3,045
$25.99 – $38.84 414 32.01 8.6 — 69 35.47 7.2 —
$43.65 – $45.12 429 43.91 9.0 — 28 44.99 8.2 —
2,456 $ 15.92 4.4 $ 31,426 1,044 $ 7.22 2.8 $ 18,730
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Included in the tables above are 185.8 thousand performance-based stock options granted to the Company’s new President upon his
hiring in July 2008. The performance-based stock options have an exercise price of $28.93, a term of ten years from the grant date and vest in
four equal installments subject to the achievement of four separate annual operating income targets. If an annual operating income target is
not achieved by a certain date, the portion of the award tied to that performance level will be forfeited. The weighted average fair value of each
of the performance-based stock options was $16.16 and was estimated using the Black-Scholes option-pricing model consistent with the
weighted average assumptions included in the table above. As of December 31, 2008, the Company has not recorded stock-based
compensation expense for the performance-based stock options as the Company is unable to predict at this time whether the annual operating
income targets will be achieved. The Company will assess the probability of the achievement of each annual operating income target at the end
of each reporting period. When it becomes probable that a performance target will be achieved, a cumulative adjustment will be recorded as if
ratable stock-based compensation expense had been recorded since the grant date.
Restricted Stock and Restricted Stock Units

A summary of the Company’s restricted stock and restricted stock units as of December 31, 2008, 2007, and 2006, and changes during the
years then ended is presented below:
Nu m be r of W e ighte d Nu m be r of W e ighte d Nu m be r of W e ighte d
Re stricte d Ave rage Re stricte d Ave rage Re stricte d Ave rage
S h are s Value S h are s Value S h are s Value
Outstanding, beginning of year 362 $ 42.06 210 $ 23.81 125 $ 7.79
Granted 404 36.55 254 48.59 110 39.32
Forfeited (45) 51.74 (17) 42.72 (7) 17.93
Vested (82) 39.63 (85) 16.51 (18) 9.16
Outstanding, end of year 639 $ 38.27 362 $ 42.06 210 $ 23.81
Total stock-based compensation expense for the years ended December 31, 2008, 2007 and 2006 was $8.5 million, $4.2 million and $2.0
million, respectively. As of December 31, 2008, the Company had $29.9 million of unrecognized compensation expense, excluding performance-
based stock options, expected to be recognized over a weighted average period of 3.7 years.
Warrants
On August 3, 2006, the Company issued fully vested and non-forfeitable warrants to purchase 480.0 thousand shares of the Company’s
Class A Common Stock to NFL Properties as partial consideration for footwear promotional rights which are recorded as an intangible asset
(see Note 5). With the assistance of an independent third party valuation firm, the Company assessed the fair value of the warrants using
various fair value models. Using these measures, the Company concluded that the fair value of the warrants was $8.5 million. The warrants
have a term of 12 years from the date of issuance and an exercise price of $36.99 per share, which was the closing price of the Company’s
Class A Common Stock on August 2, 2006. As of December 31, 2008, 240.0 thousand warrants are exercisable, and the remaining
240.0 thousand warrants will become exercisable three years from the issue date. As of December 31, 2008, no warrants have been exercised.
13. Other Employee Benefits

The Company offers a 401(k) Deferred Compensation Plan for the benefit of eligible employees. Employee contributions are voluntary
and subject to Internal Revenue Service limitations. The Company matches a portion of the participant’s contribution and recorded expense
for the years ended December 31, 2008, 2007 and 2006, of $1.1 million, $0.9 million and $0.7 million, respectively. Shares of the Company’s
Class A Common Stock are not an investment option in this plan.
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Effective June 1, 2007, the Company’s Board of Directors approved the Under Armour, Inc. Deferred Compensation Plan (the “Plan”).
The Plan allows a select group of management or highly compensated employees, as approved by the Compensation Committee, to make an
annual base salary and/or bonus deferral for each year. Compensation deferrals began for participating employees on January 1, 2008. As of
December 31, 2008, the Plan obligation was $2.2 million and was included in other long term liabilities on the consolidated balance sheet.
The Company established a rabbi trust (the “Rabbi Trust”) during the three months ended March 31, 2008, to fund obligations to
participants in the Plan. As of December 31, 2008, the assets held in the Rabbi Trust were trust owned life insurance policies (“TOLI”) with a
cash-surrender value of $2.2 million. These assets are consolidated in accordance with Emerging Issues Task Force (“EITF”) 97-14,
Accounting for Deferred Compensation Agreements Where Amounts Earned Are Held in a Rabbi Trust and Invested, and are included in
other non-current assets on the consolidated balance sheet. Refer to Note 9 for a discussion of the fair value measurements of the assets held
in the Rabbi Trust and the Plan obligations.
14. Foreign Currency Risk Management and Derivatives

The Company is exposed to gains and losses resulting from fluctuations in foreign currency exchange rates primarily relating to
transactions generated by its international subsidiaries in currencies other than their local currencies, primarily driven by inter-company
transactions. In August 2007, the Company began using foreign currency forward contracts in order to reduce the risk associated with foreign
currency exchange rate fluctuations on projected inventory purchases and inter-company transactions for its Canadian subsidiary. Beginning
in December 2008, the Company began using foreign currency forward contracts in order to reduce the risk associated with foreign currency
exchange rate fluctuations on inter-company transactions for its European subsidiary.
As of December 31, 2008, the notional value of the Company’s outstanding foreign currency forward contracts used to mitigate the
foreign currency exchange rate fluctuations on its Canadian subsidiary’s projected inventory purchases and inter-company transactions was
approximately $17.4 million with contract maturities of 1 to 6 months and on its European’s subsidiary’s projected inter-company transactions
was approximately $26.6 million with contract maturities of 1 month. The foreign currency forward contracts are not designated as cash flow
hedges, and accordingly, changes in their fair value are recorded in earnings. As of December 31, 2008, the fair value of the Company’s foreign
currency forward contracts was $1.2 million which is included in prepaid expenses and other current assets on the consolidated balance sheet.
Refer to Note 9 for a discussion of the fair value measurements. Included in other income (expense), net were the following amounts related to
changes in foreign currency exchange rates and derivative foreign currency forward contracts:
(In thousands) 2008 2007 2006
Unrealized foreign currency exchange rate gains (losses) $(5,459) $2,567 $(161)
Realized foreign currency exchange rate gains (losses) (2,166) 174 520
Unrealized derivative gains (losses) 1,650 (243) —
Realized derivative gains (losses) (204) (469) —
The Company enters into foreign currency forward contracts with major financial institutions with investment grade credit ratings and is
exposed to credit losses in the event of non-performance by these financial institutions. This credit risk is generally limited to the unrealized
gains in the foreign currency forward contracts. However, the Company monitors the credit quality of these financial institutions and
considers the risk of counterparty default to be minimal.
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15. Related Party Transactions

In 2005, the Company entered into an agreement to license a software system with a vendor whose CEO is a director of the Company.
During the years ended December 31, 2008, 2007 and 2006 the Company paid $3.2 million, $1.8 million and $1.4 million, respectively, in licensing
fees and related support services to this vendor. Amounts payable to this related party as of December 31, 2008 were $0.9 million. No amounts
were payable to this related party as of December 31, 2007.
In 2007, the Company entered into an operating lease agreement with an entity controlled by the Company’s CEO to lease an aircraft for
business purposes. During years ended December 31, 2008 and 2007, the Company paid $0.6 million and $0.4 million, respectively, in usage
fees to this entity for the Company’s business use of the aircraft. Amounts payable to this related party as of December 31, 2008 and 2007 were
$13.6 thousand and $13.5 thousand, respectively. The Company determined the usage fees charged are at or below market. From time to time,
the Company utilized the aircraft for business use at no charge. During the year ended December 31, 2008, the Company was not charged
approximately $0.2 million for business use of the aircraft. The Company was charged for substantially all business use of the aircraft during
the year ended December 31, 2007.
16. Segment Data and Related Information

Operating segments are defined as components of an enterprise in which separate financial information is available and is evaluated
regularly by the chief operating decision maker in assessing performance and in deciding how to allocate resources. The Company operates
exclusively in the consumer products industry in which the Company develops, markets, and distributes branded performance apparel,
footwear and accessories. Based on the nature of the financial information that is received by the chief operating decision maker, the Company
operates within one operating and reportable segment in accordance with SFAS No. 131, Disclosures about Segments of an Enterprise and
Related Information. Although the Company operates within one reportable segment, it has several product categories for which the net
revenues attributable to each product category are as follows:
(In thousands) 2008 2007 2006
Men’s $ 382,066 $ 348,150 $ 255,681

Women’s 140,772 115,867 85,695
Youth 56,049 48,596 31,845
Total apparel 578,887 512,613 373,221
Footwear 84,848 40,878 26,874
Accessories 31,547 29,054 14,897
Total net sales 695,282 582,545 414,992
License revenues 29,962 24,016 15,697
Total net revenues $ 725,244 $ 606,561 $ 430,689
The table below summarizes product net revenues by geographic regions attributed by customer location:
(In thousands) 2008 2007 2006
United States $ 660,784 $ 562,439 $ 403,725

Canada 31,604 23,360 16,485
Subtotal 692,388 585,799 420,210
Other foreign countries 32,856 20,762 10,479
Total net revenues $ 725,244 $ 606,561 $ 430,689
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During the years ended December 31, 2008 and 2007, substantially all of the Company’s long-lived assets were located in the United
States.
17. Unaudited Quarterly Financial Data
Q u arte r En de d (u n au dite d) Ye ar En de d
(In thousands) March 31, Ju n e 30, S e pte m be r 30, De ce m be r 31, De ce m be r 31,
2008
Net revenues $ 157,342 $156,677 $ 231,946 $ 179,279 $ 725,244
Gross profit 74,835 70,904 118,267 90,942 354,948
Net income 2,870 1,375 25,663 8,321 38,229
Earnings per share-basic $ 0.06 $ 0.03 $ 0.53 $ 0.17 $ 0.79
Earnings per share-diluted $ 0.06 $ 0.03 $ 0.51 $ 0.17 $ 0.77
2007
Net revenues $ 124,329 $120,531 $ 186,863 $ 174,838 $ 606,561
Gross profit 60,581 59,099 94,517 90,847 305,044
Net income 9,941 5,712 20,030 16,875 52,558
Earnings per share-basic $ 0.21 $ 0.12 $ 0.42 $ 0.35 $ 1.09
Earnings per share-diluted $ 0.20 $ 0.11 $ 0.40 $ 0.34 $ 1.05
18. Subsequent Events

New Revolving Credit Facility
In January 2009, the Company entered into a new revolving credit facility with certain lending institutions, and terminated its existing
revolving credit facility in order to increase the Company’s available financing and to expand its lending syndicate. In conjunction with the
termination of the prior revolving credit facility, the Company repaid the then outstanding balance of $25.0 million and did not borrow under
the new revolving credit facility through January 31, 2009.
The new revolving credit facility has a term of three years and provided for an initial committed revolving credit line of up to $180.0
million based on the Company’s qualified inventory and accounts receivable balances. Subsequent to the initial closing of this revolving
credit facility, the committed revolving credit line was increased to up to $200.0 million with the addition of another lending institution to the
lending syndicate. The commitment amount under this revolving credit facility may be increased by an additional $50.0 million, subject to
certain conditions and approvals per the credit agreement. The Company incurred and capitalized approximately $1.5 million in deferred
financing costs in connection with this revolving credit facility. In accordance with EITF 98-14, unamortized deferred financing costs of $0.4
million relating to the Company’s prior revolving credit facility will be expensed in the first quarter of 2009 and $0.1 million of deferred financing
costs will be added to the deferred financing costs of the new revolving credit facility and amortized over the life of this revolving credit
facility.
The new revolving credit facility may be used for working capital and general corporate purposes and is collateralized by substantially all
of the assets of the Company and the assets of its domestic subsidiaries (other than their trademarks) and by a pledge of 65% of the equity
interests of the Company’s foreign subsidiaries. Up to $5.0 million of this revolving credit facility may be used to support letters of credit. The
Company must not exceed a maximum leverage ratio of 2.5 and must not fall below a minimum fixed charge coverage ratio of 1.25 as defined in
the credit agreement. This revolving credit facility also provides the lenders with the ability to reduce the borrowing base, even if the Company
is in compliance with all conditions of the revolving credit
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facility, upon a material adverse change to the business, properties, assets, financial condition or results of operations of the Company. Similar
to the prior revolving credit facility, the new revolving credit facility contains a number of restrictions that limit the Company’s ability, among
other things, and subject to certain limited exceptions, to incur additional indebtedness, pledge its assets as security, guaranty obligations of
third parties, make investments, undergo a merger or consolidation, dispose of assets, or materially change its line of business. In addition, the
new revolving credit facility includes a cross default provision whereby an event of default under other debt obligations, as defined in this
agreement, will be considered an event of default under this credit agreement. As of the date the Company entered into this revolving credit
facility, the Company was below the maximum leverage ratio and above the minimum fixed charge coverage ratio.
Borrowings under the new revolving credit facility bear interest based on the daily balance outstanding at LIBOR (with LIBOR subject to
a rate floor of 1.25%) plus an applicable margin (varying from 2.0% to 2.5%) or, in certain cases a base rate (based on the prime rate or as
otherwise specified in the credit agreement, with the base rate subject to a rate floor of 2.25%) plus an applicable margin (varying from 1.0% to
1.5%). This revolving credit facility also carries a commitment fee varying from 0.375% to 0.5% of the available but unused borrowings. The
applicable margins are calculated quarterly and vary based on the Company’s leverage ratio as defined in the credit agreement.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES

Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial
Officer, the effectiveness of our disclosure controls and procedures as of December 31, 2008 pursuant to Rule 13a-15(b) under the Securities
Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded
that, as of December 31, 2008, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our
Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner and (2) accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required
disclosure. Refer to Item 8 of this report for the “Report of Management on Internal Control over Financial Reporting.”
There has been no change in our internal control over financial reporting during the most recent fiscal quarter that has materially
affected, or that is reasonably likely to materially affect our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On February 13, 2009, the revolving credit amount of Under Armour, Inc.’s (the “Company”) credit facility increased from $180,000,000 to
$200,000,000 with the addition of Manufacturers and Traders Trust Company (“M&T”) as a lender under the credit facility. Pursuant to the
Lender Joinder and Assumption Agreement by M&T dated February 13, 2009, M&T joined the Credit Agreement among PNC Bank, National
Association, as Administrative Agent, SunTrust Bank, as Syndication Agent, Compass Bank, as Documentation Agent, certain lenders
thereunder, and the Company and its domestic subsidiaries dated January 28, 2009 (the “Credit Agreement”). For a description of the Credit
Agreement, see “New Revolving Credit Facility” under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” of this Form 10-K.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item regarding directors is incorporated herein by reference from the 2009 Proxy Statement, under the
headings “NOMINEES FOR ELECTION AT THE ANNUAL MEETING,” “CORPORATE GOVERNANCE AND RELATED MATTERS: Audit
Committee” and “SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.” Information required by this Item regarding
executive officers is included under “Executive Officers of the Registrant” in Part 1 of this Form 10-K.
Code of Ethics
We have a written code of ethics in place that applies to all our employees, including our principal executive officer, principal financial
officer, and principal accounting officer and controller. A copy of our ethics policy is available on our website: www.underarmour.com. We are
required to disclose any change to, or waiver from, our code of ethics for our senior financial officers. We intend to use our website as a
method of disseminating this disclosure as permitted by applicable SEC rules.
ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference herein from the 2009 Proxy Statement under the headings
“CORPORATE GOVERNANCE AND RELATED MATTERS: Compensation of Directors,” “EXECUTIVE COMPENSATION,” and
“COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The information required by this Item is incorporated by reference herein from the 2009 Proxy Statement under the heading “SECURITY
OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS OF SHARES.” See also Item 5 “Market for Registrant’s Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated by reference herein from the 2009 Proxy Statement under the heading
“TRANSACTIONS WITH RELATED PERSONS” and “CORPORATE GOVERNANCE AND RELATED MATTERS—Independence of
Directors.”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated by reference herein from the 2009 Proxy Statement under the heading
“INDEPENDENT AUDITORS.”
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

a. The following documents are filed as part of this Form 10-K:
1. Financial Statements:
Report of Independent Registered Public Accounting Firm 48
Consolidated Balance Sheets as of December 31, 2008 and 2007 49
Consolidated Statements of Income for the Years Ended December 31, 2008, 2007 and 2006 50
Consolidated Statements of Stockholders’ Equity and Comprehensive Income for the Years Ended December 31, 2008, 2007 and 2006 51
Consolidated Statements of Cash Flows for the Years Ended December 31, 2008, 2007 and 2006 52
Notes to the Consolidated Financial Statements 53
2. Financial Statement Schedule
Schedule II—Valuation and Qualifying Accounts 81
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes
thereto.
3. Exhibits
The following exhibits are incorporated by reference or filed herewith. References to the Form S-1 are to the Registrant’s Registration
Statement on Form S-1 (File No. 333-127856), filed with the Securities and Exchange Commission (SEC) on August 25, 2005. References to
Amendment No. 1 to Form S-1 are to Amendment No. 1 to the Form S-1 filed with the SEC on October 12, 2005. References to Amendment
No. 3 to Form S-1 are to Amendment No. 3 to the Form S-1 filed with the SEC on November 15, 2005. References to the Company’s 2005 Form
10-K are to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005. References to the Company’s 2006 Form 10-K
are to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006. References to the Company’s 2007 Form 10-K are to
the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007.
Exh ibit No.

3.01 Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.01 of the Company’s 2005 Form
10-K).
3.02 Amended and Restated By-Laws (incorporated by reference to Exhibit 3.02 of the Company’s 2005 Form 10-K).
4.01 Warrant Agreement between the Company and NFL Properties LLC dated as of August 3, 2006 (incorporated by
reference to Exhibit 4.1 of the Current Report on Form 8-K filed August 7, 2006).
4.02 Registration Rights Agreement between the Company and NFL Properties LLC dated as of August 3, 2006 (incorporated
by reference to Exhibit 4.2 of the Current Report on Form 8-K filed August 7, 2006).
10.01 Registration Rights Agreement among the Company, Rosewood Capital IV, L.P., Rosewood Capital IV Associates, L.P.
and the other holders named therein dated September 30, 2003 (incorporated by reference to Exhibit 10.29 of Amendment
No. 3 to Form S-1).
10.02 Under Armour, Inc. Incentive Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on
March 7, 2006).*
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Exh ibit No.

10.03 Under Armour, Inc. Executive Incentive Plan (incorporated by reference to Exhibit 10.01 of the Company’s Form 10-Q for
the quarterly period ended March 31, 2008).*
10.04 Employee Confidentiality, Non-Competition and Non-Solicitation Agreement by and between Suzanne J. Karkus and the
Company (incorporated by reference to Exhibit 10.04 of the Company’s 2007 Form 10-K).*
10.05 Employee Confidentiality, Non-Competition and Non-Solicitation Agreement by and between David McCreight and the
Company (incorporated by reference to Exhibit 10.01 of the Company’s Form 10-Q for the quarterly period ended June 30,
2008).*
10.06 Form of Employee Confidentiality, Non-Competition and Non-Solicitation Agreement by and between certain executives
and the Company (incorporated by reference to Exhibit 10.05 of the Company’s 2007 Form 10-K).*
10.07 Standard Industrial Lease between the Company and The Realty Associates Fund V, L.P. dated December 22, 2003
(portions of this exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to
Exhibit 10.15 of Amendment No. 3 to Form S-1), as amended by the First Amendment dated February 23, 2006 (portions
of this exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit
10.08 of the Company’s 2006 Form 10-K).
10.08 Office lease by and between Hull Point LLC and the Company dated March 29, 2002 (portions of this exhibit have been
omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.16 of Amendment No. 3
to Form S-1), as amended by the First Amendment dated September 10, 2002 (portions of this exhibit have been omitted
pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.17 of Amendment No. 3 to Form
S-1), the Second Amendment dated March 6, 2003 (portions of this exhibit have been omitted pursuant to a request for
confidential treatment) (incorporated by reference to Exhibit 10.18 of Amendment No. 3 to Form S-1), the Third
Amendment dated June 23, 2004 (portions of this exhibit have been omitted pursuant to a request for confidential
treatment) (incorporated by reference to Exhibit 10.19 of Amendment No. 3 to Form S-1), the Fourth Amendment dated
October 12, 2006 (portions of this exhibit have been omitted pursuant to a request for confidential treatment)
(incorporated by reference to Exhibit 10.09A of the Company’s 2006 Form 10-K), the Fifth Amendment dated December 1,
2006 (portions of this exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by
reference to Exhibit 10.09B of the Company’s 2006 Form 10-K), the Sixth Amendment dated May 1, 2007 (portions of this
exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.1 of
the Current Report on Form 8-K filed on May 22, 2007), and the Seventh Amendment dated November 20, 2007
(incorporated by reference to Exhibit 10.07 of the Company’s 2007 Form 10-K).
10.09 Office lease by and between 1450 Beason Street LLC and the Company dated December 14, 2007 (portions of this exhibit
have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.1 of the
Current Report on Form 8-K filed on December 20, 2007), as amended by the First Amendment dated June 4, 2008
(incorporated by reference to Exhibit 10.04 of the Company’s Form 10-Q for the quarterly period ended June 30, 2008).
10.10 Agreement of Sublease by and between Corporate Healthcare Financing, Inc. and the Company dated June 1, 2004
(portions of this exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to
Exhibit 10.20 of Amendment No. 3 to Form S-1).
10.11 Industrial Lease Agreement between the Company and Marley Neck 3R, LLC dated October 19, 2006 (portions of this
exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.1 of
the Company’s Form 10-Q for the quarterly period ended September 30, 2006).
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Exh ibit No.
10.12 Credit Agreement among PNC Bank, National Association, as Administrative Agent, SunTrust Bank, as Syndication
Agent, Compass Bank, as Documentation Agent, and the Lenders that are party thereto and the Company dated January
28, 2009.
10.13 Lender Joinder and Assumption Agreement by Manufacturers and Traders Trust Company dated February 13, 2009.
10.14 Under Armour, Inc. Deferred Compensation Plan, as amended (incorporated by reference to Exhibit 10.15 of the
Company’s 2007 Form 10-K).*
10.15 Forms of Change in Control Severance Agreement (other Form of Change in Control Severance Agreement incorporated
by reference to Exhibit 10.16 of the Company’s 2007 Form 10-K).*
10.16 Under Armour, Inc. Stock Option Plan, as amended (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-
Q for the quarterly period ended September 30, 2007).*
10.17 Form of Restricted Stock Grant Agreement under the 2000 Stock Option Plan (incorporated by reference to Exhibit 10.24
of the 2005 Form 10-K).*
10.18 Form of Incentive Stock Option Grant Agreement under the 2000 Stock Option Plan (incorporated by reference to Exhibit
10.25 of the 2005 Form 10-K).*
10.19 Form of Non-Qualified Stock Option Grant Agreement under the 2000 Stock Option Plan (incorporated by reference to
Exhibit 10.26 of the 2005 Form 10-K).*
10.20 Under Armour, Inc. 2005 Omnibus Long-Term Incentive Plan (incorporated by reference to Exhibit 10.01 of the 2005 Form
10-K).*
10.21 Forms of Restricted Stock Grant Agreement under the 2005 Omnibus Long-Term Incentive Plan (incorporated by
reference to Exhibits 10.22 a-b of the Company’s 2007 Form 10-K).*
10.22 Forms of Non-Qualified Stock Option Grant Agreement under the 2005 Omnibus Long-Term Incentive Plan (incorporated
by reference to Exhibits 10.23 a-c of the Company’s 2007 Form 10-K).*
10.23 Form of Restricted Stock Unit Grant Agreement under the 2005 Omnibus Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.24 of the Company’s 2007 Form 10-K).*
10.24 Form of Performance-Based Stock Option Grant Agreement under the 2005 Omnibus Long-Term Incentive Plan
(incorporated by reference to Exhibit 10.02 of the Company’s Form 10-Q for the quarterly period ended June 30, 2008).*
10.25 Restricted Stock Agreement under the 2005 Omnibus Long-Term Incentive Plan by and between David McCreight and
the Company (incorporated by reference to Exhibit 10.03 of the Company’s Form 10-Q for the quarterly period ended
June 30, 2008).*
10.26 Under Armour, Inc. 2006 Non-Employee Director Compensation Plan (incorporated by reference to Exhibit 10.1 of the
Current Report on Form 8-K filed April 13, 2006) and Forms of Grant Award Agreement and Notice- Non-Employee
Director Initial Restricted Stock Unit Grant, Annual Restricted Stock Unit Grant and Annual Stock Option Award
(incorporated by reference to Exhibits 10.1-10.3 of the Current Report on Form 8-K filed June 6, 2006).*
10.27 Under Armour, Inc. 2006 Non-Employee Director Deferred Stock Unit Plan (incorporated by reference to Exhibit 10.2 of
the Current Report on Form 8-K filed April 13, 2006).*
21.01 List of Subsidiaries.
23.01 Consent of PricewaterhouseCoopers LLP.
31.01 Section 302 Chief Executive Officer Certification.
31.02 Section 302 Chief Financial Officer Certification.
32.01 Section 906 Chief Executive Officer Certification.
32.02 Section 906 Chief Financial Officer Certification.
* Management contract or a compensatory plan or arrangement required to be filed as an Exhibit pursuant to Item 15(b) of Form 10-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
UNDER ARMOUR, INC.
By: /s/ KEVIN A. PLANK

Ke vin A. Plank
C h ie f Exe cu tive O ffice r an d
C h airm an of the Board of Dire ctors
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
/s/ KEVIN A. PLANK Chief Executive Officer and Chairman of the Board of Directors
Ke vin A. Plank (principal executive officer)
/s/ BRAD DICKERSON Chief Financial Officer (principal accounting and financial officer)
Brad Dick e rson
/s/ BYRON K. ADAMS, JR. Director

Byron K. Adam s, Jr.
/s/ DOUGLAS E. COLTHARP Director

Dou glas E. C olth arp
/s/ ANTHONY W. DEERING Director

An thon y W . De e rin g
/s/ A.B. KRONGARD Director

A.B. Krongard
/s/ WILLIAM R. MCDERMOTT Director

W illiam R. McDe rm ott
/s/ HARVEY L. SANDERS Director

Harve y L. S an de rs
/s/ THOMAS J. SIPPEL Director

Th om as J. Sippe l
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Schedule II
Valuation and Qualifying Accounts
(In thousands)
Balan ce at C h arge d to W rite -O ffs Balan ce at
Be ginn ing C osts an d Ne t of En d of
De scription of Ye ar Expe n se s Re cove rie s Ye ar
Inventory obsolescence reserve

For the year ended December 31, 2008 $ 4,866 $ 4,010 $ (3,299) $ 5,577
For the year ended December 31, 2007 4,041 3,536 (2,711) 4,866
Allowance for doubtful accounts
For the year ended December 31, 2008 $ 1,112 $ 3,334 $ (266) $ 4,180
For the year ended December 31, 2007 884 316 (88) 1,112
For the year ended December 31, 2006 521 642 (279) 884
Sales returns, markdowns and allowances
For the year ended December 31, 2008 $ 11,378 $ 37,961 $ (33,378) $ 15,961
81
Exhibit 10.12
$180,000,000 REVOLVING CREDIT FACILITY
CREDIT AGREEMENT
by and among
UNDER ARMOUR, INC.,
THE LENDERS PARTY HERETO,
PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent,
SUNTRUST BANK, as Syndication Agent
and
COMPASS BANK, as Documentation Agent
Dated as of January 28, 2009

TABLE OF CONTENTS
Page
1. CERTAIN DEFINITIONS 1
1.1 Certain Definitions 1
1.2 Construction 18
1.3 Accounting Principles 19
2. REVOLVING CREDIT AND SWING LOAN FACILITIES 19

2.1 Revolving Credit Commitments 19
2.2 Nature of Lenders’ Obligations with Respect to Revolving Credit Loans 20
2.3 Commitment Fees 20
2.4 Increase in Revolving Credit Commitments 20
2.5 Revolving Credit Loan Requests; Swing Loan Requests 22
2.6 Making Revolving Credit Loans and Swing Loans; Presumptions by the Administrative Agent; Repayment of Revolving
Credit Loans; Borrowings to Repay Swing Loans 23
2.7 Notes 24
2.8 Use of Proceeds 24
2.9 Letter of Credit Subfacility 24
3. INTEREST RATES 29
3.1 Interest Rate Options 29
3.2 Interest Periods 30
3.3 Interest After Default 30
3.4 LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available 31
3.5 Selection of Interest Rate Options 32
4. PAYMENTS 32
4.1 Payments 32
4.2 Pro Rata Treatment of Lenders 32
4.3 Sharing of Payments by Lenders 32
4.4 Presumptions by Administrative Agent 33
4.5 Interest Payment Dates 33
4.6 Voluntary Prepayments 33
4.7 Mandatory Prepayments 34
4.8 Receipt and Application of Payment 35
4.9 Collections; Administrative Agent’s Right to Notify Account Receivable Debtors 35
4.10 Increased Costs 35
4.11 Taxes 37
4.12 Indemnity 38
4.13 Settlement Date Procedures 39
i
5. REPRESENTATIONS AND WARRANTIES 39

5.1 Representations and Warranties 39
5.2 Updates to Schedules Upon Borrowing 42
6. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT 42

6.1 First Loans and Letters of Credit 43
6.2 Each Loan or Letter of Credit 44
7. COVENANTS 44
7.1 Affirmative Covenants 44
7.2 Negative Covenants 46
7.3 Reporting Requirements 48
8. DEFAULT 50
8.1 Events of Default 50
8.2 Consequences of Event of Default 51
9. THE ADMINISTRATIVE AGENT 53

9.1 Appointment and Authority 53
9.2 Rights as a Lender 53
9.3 Exculpatory Provisions 53
9.4 Reliance by Administrative Agent 54
9.5 Delegation of Duties 54
9.6 Resignation of Administrative Agent 55
9.7 Non-Reliance on Administrative Agent and Other Lenders 55
9.8 No Other Duties, etc 56
9.9 Administrative Agent’s Fee 56
9.10 Authorization to Release Collateral and Guarantors 56
9.11 No Reliance on Administrative Agent’s Customer Identification Program 56
10. MISCELLANEOUS 56
10.1 Modifications, Amendments or Waivers 56
10.2 No Implied Waivers; Cumulative Remedies 57
10.3 Expenses; Indemnity; Damage Waiver 57
10.4 Holidays 58
10.5 Notices; Effectiveness; Electronic Communication 59
10.6 Severability 59
10.7 Duration; Survival 59
10.8 Successors and Assigns 60
10.9 Confidentiality 62
10.10 Counterparts; Integration; Effectiveness 63
10.11 CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY
TRIAL 63
10.12 USA Patriot Act Notice 64
ii
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A) - PRICING GRID
SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(C) - QUALIFIED ACCOUNTS RECEIVABLE
SCHEDULE 1.1(D) - QUALIFIED INVENTORY
SCHEDULE 1.1(P) - PERMITTED LIENS
SCHEDULE 5.1.1 - QUALIFICATIONS TO DO BUSINESS
SCHEDULE 5.1.2 - EXISTING SUBSIDIARIES
SCHEDULE 5.1.5 - LITIGATION
SCHEDULE 5.1.10 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC.
SCHEDULE 5.1.14 - ENVIRONMENTAL DISCLOSURES
SCHEDULE 6.1.1 - OPINION OF COUNSEL
SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL
SCHEDULE 7.1.11 - POST-CLOSING LANDLORD’S WAIVERS
SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS
EXHIBITS
EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER
EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT
EXHIBIT 1.1(I)(1) - INDEMNITY AGREEMENT
EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(L) - LOCKBOX AGREEMENT
EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE
EXHIBIT 1.1(N)(2) - SWING LOAN NOTE
EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT
EXHIBIT 1.1(S) - SECURITY AGREEMENT
EXHIBIT 2.4 - LENDER JOINDER
EXHIBIT 2.5 - LOAN REQUEST
EXHIBIT 2.5.2 - SWING LOAN REQUEST
EXHIBIT 6.1.1(i) - BORROWING BASE CERTIFICATE
EXHIBIT 6.1.1(xiii) - LANDLORD’S WAIVER
EXHIBIT 7.3.4 - QUARTERLY COMPLIANCE CERTIFICATE
iii
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of January 28, 2009 and is made by and among
UNDER ARMOUR, INC., a Maryland corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as
hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this
Agreement (hereinafter referred to in such capacity as the “Administrative Agent”), SUNTRUST BANK, as Syndication Agent, and
COMPASS BANK, as Documentation Agent.
The Borrower has requested the Lenders to provide a revolving credit facility to the Borrower in an aggregate principal amount not to
exceed $180,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby,
the parties hereto covenant and agree as follows:
1. CERTAIN DEFINITIONS
1.1 Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the
following meanings, respectively, unless the context hereof clearly requires otherwise:
Account Receivable shall mean, individually, a Domestic Account Receivable, a Domestic Credit Card Account Receivable or a
Domestic Royalty Account Receivable, as applicable. All Accounts Receivable, whether Qualified Accounts Receivable or not, shall be
subject to the Lenders’ Prior Security Interest, subject to Permitted Liens, if any.
Account Receivable Debtor shall mean any Person who is or who may become obligated to a Loan Party under, with respect to, or
on account of, an Account Receivable.
Administrative Agent shall mean PNC Bank, National Association, and its successors and assigns.
Administrative Agent’s Fee shall have the meaning specified in Section 9.9 [Administrative Agent’s Fee].
Administrative Agent’s Letter shall have the meaning specified in Section 9.9 [Administrative Agent’s Fee].
Affiliate as to any Person any other Person (i) which directly or indirectly controls, is controlled by, or is under common control
with such Person, (ii) which beneficially owns or holds 10% or more of any class of the voting or other equity interests of such Person, or
(iii) 10% or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by such
Person. Notwithstanding anything to the contrary herein, with respect to the Borrower, the term “Affiliate” shall not include any party
identified as beneficially owning or controlling more than 5% of any class of the voting shares of the Borrower or any Person that directly or
indirectly controls, is controlled by, or is under common control with such Person; provided, however, that Kevin A. Plank and J. Scott Plank
shall constitute Affiliates of the Borrower.
Anti-Terrorism Laws shall mean any Laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA
Patriot Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws administered by the United States Treasury
Department’s Office of Foreign Asset Control (as any of the foregoing Laws may from time to time be amended, renewed, extended, or
replaced).
Applicable Commitment Fee Rate shall mean the percentage rate per annum based on the Leverage Ratio then in effect according to
the pricing grid on Schedule 1.1(A) below the heading “Commitment Fee”.
Applicable Letter of Credit Fee Rate shall mean the percentage rate per annum based on the Leverage Ratio then in effect according
to the pricing grid on Schedule 1.1(A) below the heading “Letter of Credit Fee”.
Applicable Margin shall mean, as applicable:

(A) the percentage spread to be added to the Base Rate applicable to Revolving Credit Loans under the Base Rate Option based on
the Leverage Ratio then in effect according to the pricing grid on Schedule 1.1(A) below the heading “Revolving Credit Base Rate Spread”, or
(B) the percentage spread to be added to the LIBOR Rate applicable to Revolving Credit Loans under the LIBOR Rate Option based
on the Leverage Ratio then in effect according to the pricing grid on Schedule 1.1(A) below the heading “Revolving Credit LIBOR Rate
Spread”.
Approved Fund shall mean any fund that is engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course of business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or
(c) an entity or an Affiliate of an entity that administers or manages a Lender.
Assignment and Assumption means an assignment and assumption entered into by a Lender and an assignee permitted under
Section 10.8 [Successors and Assigns], in substantially the form of Exhibit 1.1(A).
Authorized Officer shall mean, with respect to any Loan Party, the Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer, Treasurer or Assistant Treasurer of such Loan Party or such other individuals, designated by written notice to the Administrative
Agent from the Borrower, authorized to execute notices, reports and other documents on behalf of the Loan Parties required hereunder. The
Borrower may amend such list of individuals from time to time by giving written notice of such amendment to the Administrative Agent.
Base Rate shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (a) the Federal Funds Open Rate
plus 50 basis points (0.5%), (b) the Prime Rate, (c) the Daily LIBOR Rate plus 100 basis points (1.0%), and (iv) 225 basis points (2.25%). Any
change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs. Interest on
Loans at the Base Rate shall be calculated based on a year of 360 days and actual days elapsed.
Base Rate Option shall mean the option of the Borrower to have Loans bear interest at the rate and under the terms set forth in
Section 3.1.1(i) [Revolving Credit Base Rate Option].
Borrowing Base shall mean at any time the sum of (i) 80% of Qualified Accounts Receivable (“Accounts Portion”), plus (ii) 50% of
Qualified Inventory (“Inventory Portion”), but in no event shall the Inventory Portion exceed 50% of the Borrowing Base. Notwithstanding
anything to the contrary herein, upon the occurrence and during the existence of any Material Adverse Change, the Required Lenders may, in
their sole discretion, at any time hereafter, decrease the advance percentage for Qualified Accounts Receivable and Qualified Inventory, or
increase the level of any reserves or ineligibles, or define or maintain such other reserves or ineligibles, as the Required Lenders may deem
necessary or appropriate. Any such change shall become effective immediately upon written notice from the Administrative Agent to the
Borrower for the purpose of calculating the Borrowing Base hereunder.
Borrowing Base Certificate shall mean a certificate in substantially the form of Exhibit 6.1.1(i).
Borrower shall mean Under Armour, Inc., a corporation organized and existing under the laws of the State of Maryland.
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Borrowing Date shall mean, with respect to any Loan, the date for the making thereof or the renewal or conversion thereof at or to
the same or a different Interest Rate Option, which shall be a Business Day.
Borrowing Tranche shall mean specified portions of Loans outstanding as follows: (i) any Loans to which a LIBOR Rate Option
applies which become subject to the same Interest Rate Option under the same Loan Request by the Borrower and which have the same
Interest Period shall constitute one Borrowing Tranche, and (ii) all Loans to which a Base Rate Option applies shall constitute one Borrowing
Tranche.
Business Day shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or
required to be closed for business in Pittsburgh, Pennsylvania and if the applicable Business Day relates to any Loan to which the LIBOR Rate
Option applies, such day must also be a day on which dealings are carried on in the London interbank market.
Cash Collateral Account shall have the meaning assigned to that term in Section 4.8.
Change in Law shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect
of any Law, (b) any change in any Law or in the administration, interpretation or application thereof by any Official Body or (c) the making or
issuance of any request, guideline or directive (whether or not having the force of Law) by any Official Body.
Change of Control shall mean the occurrence of any of the following: (a) the failure of Kevin Plank and/or any of the Kevin Plank
Family Entities, at any time, to own and control, directly or indirectly, of record and beneficially, voting securities or other interests
constituting at least fifty-one percent (51%) of the votes entitled to be cast for the election of directors of the Borrower; or (b) within a period
of twelve (12) consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to
constitute a majority of the board of directors of the Borrower unless such new directors were selected by the then-incumbent directors.
Closing Date shall mean the Business Day on which the first Loan may be made, which shall be January 28, 2009.
Code shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any
successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.
Collateral shall mean the collateral under the (i) Security Agreement and (ii) Pledge Agreement.
Commitment shall mean as to any Lender the aggregate of its Revolving Credit Commitment and, in the case of the Agent, its Swing
Loan Commitment, and Commitments shall mean the aggregate of the Revolving Credit Commitments and Swing Loan Commitment of all of the
Lenders.
Commitment Fee shall have the meaning specified in Section 2.3 [Commitment Fees].
Compliance Certificate shall have the meaning specified in Section 7.3.4 [Certificate of the Borrower].
Complying Lender shall mean any Lender which is not a Non-Complying Lender.
Consolidated EBITDA for any period of determination shall mean (a) the sum of (i) net income (excluding extraordinary items),
(ii) depreciation expense, (iii) amortization expense, (iv) all other non-cash charges to net income, (v) taxes and (vi) interest expense minus
(b) non-cash credits to net income, in each case of the Borrower and its Subsidiaries for such period determined and consolidated in
accordance with GAAP.
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Copyrights shall mean all of the Loan Parties’ present and hereafter acquired copyrights, copyright registrations, recordings,
applications, designs, styles, licenses, marks, prints and labels bearing any of the foregoing, all reissues and renewals thereof, all licenses
thereof, all other general intangible, intellectual property and other rights pertaining to any of the foregoing, together with the goodwill
associated therewith, and all income, royalties and other proceeds of any of the foregoing.
Daily LIBOR Rate shall mean, for any day, the rate per annum determined by the Administrative Agent by dividing (x) the
Published Rate by (y) a number equal to 1.00 minus the LIBOR Reserve Percentage on such day.
Depository shall have the meaning assigned to that term in Section 4.8.
Dollar, Dollars, U.S. Dollars and the symbol $ shall mean lawful money of the United States of America.
Domestic Account Receivable shall mean any account, contract right, general intangible, chattel paper, instrument or document
representing any right to payment for goods sold or services rendered, whether or not earned by performance and whether or not evidenced
by a contract, instrument or document, which is now owned or hereafter acquired by a Loan Party. All Domestic Accounts Receivable,
whether Qualified Accounts Receivable or not, shall be subject to the Lenders’ Prior Security Interest, subject to Permitted Liens, if any.
Domestic Credit Card Account Receivable shall mean any amounts due to any of the Loan Parties from Amex, MasterCard,
Discover and Visa, in relation to purchases made by customers using credit cards. All Domestic Credit Card Accounts Receivable, whether
Qualified Accounts Receivable or not, shall be subject to the Lenders’ Prior Security Interest, subject to Permitted Liens, if any.
Domestic Royalty Account Receivable shall mean any account receivable of any of the Loan Parties arising from the licensing by
the Loan Parties of any Trademarks owned by any of the Loan Parties. All Domestic Royalty Accounts Receivable, whether Qualified
Accounts Receivable or not, shall be subject to the Lenders’ Prior Security Interest, subject to Permitted Liens, if any.
Drawing Date shall have the meaning specified in Section 2.9.3 [Disbursements, Reimbursement].
Environmental Laws shall mean all applicable federal, state, local, tribal, territorial and foreign Laws (including common law),
constitutions, statutes, treaties, regulations, rules, ordinances and codes and any consent decrees, settlement agreements, judgments, orders,
directives, policies or programs issued by or entered into with a governmental authority pertaining or relating to: (i) pollution or pollution
control; (ii) protection of human health or the environment from exposure to regulated substances; (iii) protection of the environment and/or
natural resources; (iv) the presence, use, management, generation, manufacture, processing, extraction, treatment, recycling, refining,
reclamation, labeling, packaging, sale, transport, storage, collection, distribution, disposal or release or threat of release of regulated
substances; (v) the presence of contamination; (vi) the protection of endangered or threatened species; and (vii) the protection of
environmentally sensitive areas.
ERISA shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time
to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.
ERISA Affiliate shall mean, at any time, any trade or business (whether or not incorporated) under common control with the
Borrower and are treated as a single employer under Section 414 of the Code.
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ERISA Event means (a) a reportable event (under Section 4043 of ERISA and regulations thereunder) with respect to a Pension
Plan; (b) a withdrawal by Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it
was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under
Section 4062(e) of ERISA; (c) a complete or partial withdrawal by Borrower or any ERISA Affiliate from a Multiemployer Plan or notification
that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a
termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or
Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA,
other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Borrower or any ERISA Affiliate.
ERISA Group shall mean, at any time, the Borrower and all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control and all other entities which, together with the Borrower, are treated as a
single employer under Section 414 of the Internal Revenue Code.
Event of Default shall mean any of the events described in Section 8.1 [Events of Default] and referred to therein as an “Event of
Default.”
Excluded Taxes shall mean, with respect to the Administrative Agent, any Lender, the Issuing Lender or any other recipient of any
payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income
(however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof)
under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any
other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender, any withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable
to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 4.11.5 [Taxes – Status of
Lenders], except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office
(or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 4.11.1 [Taxes –
Payment Free of Taxes].
Executive Order No. 13224 shall mean the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the
same has been, or shall hereafter be, renewed, extended, amended or replaced.
Existing Credit Agreement shall mean the Third Amended and Restated Financing Agreement among CIT Group/Commercial
Services, Inc., as Agent, Wachovia Bank, National Association, as Documentation Agent, SunTrust Bank, as Syndication Agent and the
Lenders that are party thereto and the Borrower dated December 22, 2006.
Existing Credit Obligations shall mean “Obligations” as such term is defined under the Existing Credit Agreement.
Expiration Date shall mean, with respect to the Revolving Credit Commitments, January 28, 2012.
Federal Funds Effective Rate for any day shall mean the rate per annum (based on a year of 360 days and actual days elapsed and
rounded upward to the nearest 1/100 of 1%) announced by the
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Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds
transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or
any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as
the “Federal Funds Effective Rate” as of the date of this Agreement; provided, if such Federal Reserve Bank (or its successor) does not
announce such rate on any day, the “Federal Funds Effective Rate” for such day shall be the Federal Funds Effective Rate for the last day on
which such rate was announced.
Federal Funds Open Rate shall mean, for any day, the rate per annum (based on a year of 360 days and actual days elapsed) which
is the daily federal funds open rate as quoted by ICAP North America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM
for that day opposite the caption “OPEN” (or on such other substitute Bloomberg Screen that displays such rate), or as set forth on such
other recognized electronic source used for the purpose of displaying such rate as selected by the Administrative Agent (an “Alternate
Source”) (or if such rate for such day does not appear on the Bloomberg Screen BTMM (or any substitute screen) or on any Alternate Source,
or if there shall at any time, for any reason, no longer exist a Bloomberg Screen BTMM (or any substitute screen) or any Alternate Source, a
comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest
error); provided, however, that if such day is not a Business Day, the Federal Funds Open Rate for such day shall be the “open” rate on the
immediately preceding Business Day. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Federal
Funds Open Rate without notice to the Borrower.
Fixed Charge Coverage Ratio shall mean the ratio of (A) Consolidated EBITDA to (B) Fixed Charges (i) for the four fiscal quarters
then ending if such date is a fiscal quarter end or (ii) for the four fiscal quarters most recently ended if such date is not a fiscal quarter end.
Fixed Charges shall mean for any period of determination the sum of interest expense, income taxes, scheduled principal
installments on Indebtedness, dividends, unfinanced capital expenditures and payments under capitalized leases, in each case of the Borrower
and its Subsidiaries for such period determined and consolidated in accordance with GAAP.
Foreign Lender shall mean any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is
resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be
deemed to constitute a single jurisdiction.
Foreign Subsidiary shall mean, with respect to any Person, a Subsidiary of such Person, which Subsidiary is not incorporated or
otherwise organized under the laws of a state of the United States of America or the District of Columbia.
GAAP shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of
Section 1.3 [Accounting Principles], and applied on a consistent basis both as to classification of items and amounts.
Guarantor shall mean each of the parties to this Agreement which is designated as a “Guarantor” on the signature page hereof and
each other Person which joins this Agreement as a Guarantor after the date hereof.
Guarantor Joinder shall mean a joinder by a Person as a Guarantor under the Loan Documents in the form of Exhibit 1.1(G)(1).
Guaranty of any Person shall mean any obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation
of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person,
any performance
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bond or other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for
deposit or collection in the ordinary course of business.
Guaranty Agreement shall mean the Continuing Agreement of Guaranty and Suretyship in substantially the form of Exhibit 1.1(G)(2)
executed and delivered by each of the Guarantors.
Increasing Lender shall have the meaning assigned to that term in Section 2.4(i).
Indebtedness shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or
unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of:
(i) borrowed money; (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility; (iii) reimbursement
obligations (contingent or otherwise) under any currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest
rate management device; (iv) Letter of Credit Obligations; (v) any other transaction (including forward sale or purchase agreements, capitalized
leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its
operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of business which
are not represented by a promissory note or other evidence of indebtedness and which are not more than sixty (60) days past due); or (vi) any
Guaranty of Indebtedness for borrowed money.
Indemnified Taxes shall mean Taxes other than Excluded Taxes.
Indemnitee shall have the meaning specified in Section 10.3.2 [Indemnification by the Borrower].
Indemnity shall mean the Indemnity Agreement in the form of Exhibit 1.1(I)(1) relating to possible environmental liabilities
associated with any of the owned or leased real property of the Loan Parties or their Subsidiaries.
Information shall mean all information made available to the Administrative Agent or Lenders relating to the Loan Parties or any of
such Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any
Lender or the Issuing Lender on a non-confidential basis prior to disclosure by the Loan Parties or any of their Subsidiaries, provided that, in
the case of information received from the Loan Parties or any of their Subsidiaries after the date of this Agreement, such information is clearly
identified at the time of delivery as confidential.
Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or proceeding with respect to such Person
(i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect,
or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party
or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit of
creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of such Person’s creditors generally or any
substantial portion of its creditors; undertaken under any Law.
Intercompany Subordination Agreement shall mean a Subordination Agreement among the Loan Parties in the form attached hereto
as Exhibit 1.1(I)(2).
Interest Period shall mean the period of time selected by the Borrower in connection with (and to apply to) any election permitted
hereunder by the Borrower to have Revolving Credit Loans bear interest under the LIBOR Rate Option. Subject to the last sentence of this
definition, such period shall be one, two, three or six Months. Such Interest Period shall commence on the effective date of such Interest Rate
Option, which shall be (i) the Borrowing Date if the Borrower is requesting new Loans, or (ii) the date of renewal of or conversion to the LIBOR
Rate Option if the Borrower is renewing or converting to
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the LIBOR Rate Option applicable to outstanding Loans. Notwithstanding the second sentence hereof: (A) any Interest Period which would
otherwise end on a date which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in
the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (B) the Borrower shall not
select, convert to or renew an Interest Period for any portion of the Loans that would end after the Expiration Date.
Interest Rate Hedge shall mean an interest rate exchange, collar, cap, swap, adjustable strike cap, adjustable strike corridor or similar
agreements entered into by the Loan Parties or their Subsidiaries in order to provide protection to, or minimize the impact upon, the Borrower,
the Guarantor and/or their Subsidiaries of increasing floating rates of interest applicable to Indebtedness.
Interest Rate Option shall mean any LIBOR Rate Option or Base Rate Option.
Inventory shall mean any and all goods, merchandise and other personal property, including, without limitation, goods in transit,
wheresoever located and whether now owned or hereafter acquired by any Loan Party which are or may at any time be held as raw materials,
finished goods, work-in-process, supplies or materials used or consumed in the such Loan Party’s business or held for sale or lease, including,
without limitation, (a) all such property the sale or other disposition of which has given rise to Accounts Receivable and which has been
returned to or repossessed or stopped in transit by such Loan Party, and (b) all packing, shipping and advertising materials relating to all or
any such property. All Inventory, whether Qualified Inventory or not, shall be subject to the Lenders’ Prior Security Interest, subject to
Permitted Liens, if any.
IRS shall mean the Internal Revenue Service.
Issuing Lender means PNC Bank, in its individual capacity as issuer of Letters of Credit hereunder, and any other Lender that
Borrower, Administrative Agent and such other Lender may agree may from time to time issue Letters of Credit hereunder.
Joint Venture shall mean a corporation, partnership, limited liability company or other entities in which any Person other than the
Loan Parties and their Subsidiaries holds, directly or indirectly, an equity interest.
Kevin Plank Family Entity shall mean (i) any not-for-profit corporation controlled by Kevin Plank, his wife or children, or any
combination thereof, (ii) any other corporation if at least 66% of the value and voting power of its outstanding equity is owned by Kevin
Plank, his wife or children, or any combination thereof; (iii) any partnership if at least 66% of the value and voting power of its partnership
interests are owned by Kevin Plank, his wife or children, or any combination thereof; (iv) any limited liability or similar company if at least 66%
of the value and voting power of the company and its membership interests are owned by Kevin Plank, his wife or children; or (v) any trust the
primary beneficiaries of which are Kevin Plank, his wife, children and/or charitable organizations, which if the trust is a wholly charitable trust,
at least 66% of the trustees of such trust are appointed by Kevin Plank or his wife.
Law shall mean any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling,
order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award by or settlement agreement with any Official Body.
Lender Provided Interest Rate Hedge shall mean an Interest Rate Hedge which is provided by any Lender or its Affiliate and with
respect to which the Administrative Agent confirms: (i) is documented in a standard International Swap Dealer Association Agreement,
(ii) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner,
and (iii) is entered into for hedging (rather than speculative) purposes. The Administrative Agent agrees to review these promptly to determine
whether (i) applies.
-8-
Lenders shall mean the financial institutions named on Schedule 1.1(B) and their respective successors and assigns as permitted
hereunder, each of which is referred to herein as a Lender. For the purpose of any Loan Document which provides for the granting of a
security interest or other Lien to the Lenders or to the Administrative Agent for the benefit of the Lenders as security for the Obligations,
“Lenders” shall include any Affiliate of a Lender to which such Obligation is owed.
Letter of Credit shall have the meaning specified in Section 2.9.1 [Issuance of Letters of Credit].
Letter of Credit Borrowing shall have the meaning specified in Section 2.9.3 [Disbursements, Reimbursement].
Letter of Credit Fee shall have the meaning specified in Section 2.9.2 [Letter of Credit Fees].
Letter of Credit Obligation means, as of any date of determination, the aggregate amount available to be drawn under all
outstanding Letters of Credit on such date (if any Letter of Credit shall increase in amount automatically in the future, such aggregate amount
available to be drawn shall currently give effect to any such future increase) plus the aggregate Reimbursement Obligations and Letter of
Credit Borrowings on such date.
Letter of Credit Sublimit shall have the meaning specified in Section 2.9.1 [Letter of Credit Subfacility].
Leverage Ratio shall mean, as of the end of any date of determination, the ratio of (A) Total Debt on such date to (B) Consolidated
EBITDA (i) for the four fiscal quarters then ending if such date is a fiscal quarter end or (ii) for the four fiscal quarters most recently ended if
such date is not a fiscal quarter end.
LIBOR Rate shall mean, with respect to the Loans comprising any Borrowing Tranche to which the LIBOR Rate Option applies for
any Interest Period, the interest rate per annum determined by the Administrative Agent by dividing (the resulting quotient rounded upwards,
if necessary, to the nearest 1/100th of 1% per annum) (i) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute
Bloomberg page that displays rates at which US dollar deposits are offered by leading banks in the London interbank deposit market), or the
rate which is quoted by another source selected by the Administrative Agent which has been approved by the British Bankers’ Association
as an authorized information vendor for the purpose of displaying rates at which US dollar deposits are offered by leading banks in the
London interbank deposit market (an “Alternate Source”), at approximately 11:00 a.m., London time, two (2) Business Days prior to the
commencement of such Interest Period as the London interbank offered rate for U.S. Dollars for an amount comparable to such Borrowing
Tranche and having a borrowing date and a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer
exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by the
Administrative Agent at such time (which determination shall be conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the
LIBOR Reserve Percentage. LIBOR may also be expressed by the following formula:
Average of London interbank offered rates quoted by Bloomberg or appropriate successor as shown on
LIBOR = Bloomberg Page BBAM1

1.00 - LIBOR Reserve Percentage
provided, that in no event shall the LIBOR Rate be less than 125 basis points (1.25%).
The LIBOR Rate shall be adjusted with respect to any Loan to which the LIBOR Rate Option applies that is outstanding on the
effective date of any change in the LIBOR Reserve Percentage
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as of such effective date. The Administrative Agent shall give prompt notice to the Borrower of the LIBOR Rate as determined or adjusted in
accordance herewith, which determination shall be conclusive absent manifest error.
LIBOR Rate Option shall mean the option of the Borrower to have Loans bear interest at the rate and under the terms set forth in
Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option].
LIBOR Reserve Percentage shall mean as of any day the maximum percentage in effect on such day, as prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and
emergency reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”).
Lien shall mean any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement of
any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and any
assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing statement or other notice of any
of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing).
Loan Documents shall mean this Agreement, the Administrative Agent’s Letter, the Guaranty Agreement, the Indemnity, the
Intercompany Subordination Agreement, the Notes, the Pledge Agreement, the Security Agreement, and any other instruments, certificates or
documents delivered in connection herewith or therewith.
Loan Parties shall mean the Borrower and the Guarantors.
Loan Request shall have the meaning specified in Section 2.5 [Revolving Credit Loan Requests].
Loans shall mean collectively and Loan shall mean separately all Revolving Credit Loans and Swing Loans or any Revolving Credit
Loan or Swing Loan.
Lockbox Agreement shall mean the Lockbox Agreement in substantially the form attached hereto as Exhibit 1.1(L) executed and
delivered by the applicable Loan Parties to the Administrative Agent.
Material Adverse Change shall mean any set of circumstances or events which (a) has or could reasonably be expected to have
any material adverse effect whatsoever upon the validity or enforceability of this Agreement or any other Loan Document, (b) is or could
reasonably be expected to be material and adverse to the business, properties, assets, financial condition or results of operations of the Loan
Parties taken as a whole, (c) impairs materially or could reasonably be expected to impair materially the ability of the Loan Parties taken as a
whole to duly and punctually pay or perform its Indebtedness, or (d) impairs materially or could reasonably be expected to impair materially the
ability of the Administrative Agent or any of the Lenders, to the extent permitted, to enforce their legal remedies pursuant to this Agreement or
any other Loan Document.
Month, with respect to an Interest Period under the LIBOR Rate Option, shall mean the interval between the days in consecutive
calendar months numerically corresponding to the first day of such Interest Period. If any LIBOR Rate Interest Period begins on a day of a
calendar month for which there is no numerically corresponding day in the month in which such Interest Period is to end, the final month of
such Interest Period shall be deemed to end on the last Business Day of such final month.
Multiemployer Plan shall mean any employee benefit plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3)
of ERISA and to which the Borrower or any member of the ERISA Group is then making or accruing an obligation to make contributions or,
within the preceding five Plan years, has made or had an obligation to make such contributions.
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New Lender shall have the meaning assigned to that term in Section 2.4(i).
Non-Complying Lender shall mean any Lender which has failed to fund any Loan which it is required to fund, or pay any other
amount which it is required to pay to the Administrative Agent or any other Lender pursuant to the Loan Documents, within one (1) Business
Day of the due date therefor.
Non-Consenting Lender shall have the meaning specified in Section 10.1 [Modifications, Amendments or Waivers].
Notes shall mean, collectively, the promissory notes in the form of Exhibit 1.1(N)(1) evidencing the Revolving Credit Loans and in
the form of Exhibit 1.1(N)(2) evidencing the Swing Loan.
Notices shall have the meaning specified in Section 10.5 [Notices; Effectiveness; Electronic Communication].
Obligation shall mean any obligation or liability of any of the Loan Parties, howsoever created, arising or evidenced, whether direct
or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under or in connection with (i) this Agreement, the
Notes, the Letters of Credit, the Administrative Agent’s Letter or any other Loan Document whether to the Administrative Agent, any of the
Lenders or their Affiliates or other persons provided for under such Loan Documents, (ii) any Lender Provided Interest Rate Hedge and
(iii) any Other Lender Provided Financial Service Product.
Official Body shall mean the government of the United States of America or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-
national bodies such as the European Union or the European Central Bank).
Other Lender Provided Financial Service Product shall mean agreements or other arrangements under which any Lender or Affiliate
of a Lender provides any of the following products or services to any of the Loan Parties: (a) credit cards, (b) credit card processing services,
(c) debit cards, (d) purchase cards, (e) ACH Transactions, (f) cash management, including controlled disbursement, accounts or services, or
(g) foreign currency exchange.
Other Taxes shall mean all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement or any other Loan Document.
Participant has the meaning specified in Section 10.8.4 [Participations].
Participation Advance shall have the meaning specified in Section 2.9.3 [Disbursements, Reimbursement].
Patents shall mean all of the Loan Parties’ present and hereafter acquired patents, patent applications, registrations, all reissues and
renewals thereof, all licenses thereof, all inventions and improvements claimed thereunder, all general intangible, intellectual property and
other rights of any Loan Party with respect thereto, and all income, royalties and other proceeds of the foregoing.
Payment Date shall mean the first day of each calendar quarter after the date hereof and on the Expiration Date or upon acceleration
of the Notes.
Payment In Full shall mean payment in full in cash of the Loans and other Obligations hereunder, termination of the Commitments
and expiration or termination of all Letters of Credit.
PBGC shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any
successor.
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Pension Plan means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a
Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by Borrower or any ERISA Affiliate or to which
Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in
Section 4064(a) of ERISA, has made contributions at any times during the immediately preceding five plan years.
Permitted Indebtedness shall mean:

(i) Indebtedness under the Loan Documents;
(ii) Existing Indebtedness as of the Closing Date as set forth on Schedule 7.2.1 (including any extensions or renewals thereof);
provided there is no increase in the amount thereof or other significant change in the terms thereof unless otherwise specified on Schedule
7.2.1;
(iii) Capitalized leases and Indebtedness secured by Purchase Money Security Interests not exceeding $35,000,000 in the
aggregate;
(iv) Indebtedness of a Loan Party to another Loan Party or to a Subsidiary of a Loan Party;
(v) Any (i) Lender Provided Interest Rate Hedge, (ii) other Interest Rate Hedge approved by the Administrative Agent or
(iii) Indebtedness under any Other Lender Provided Financial Services Product;
(vi) Guarantee obligations of a Loan Party or any Subsidiary of a Loan Party for any Indebtedness otherwise permitted by this
Agreement;
(vii) Indebtedness of the Borrower or any of its Subsidiaries arising from the honoring by a bank or other financial institution of a
check, draft or similar instrument inadvertently drawn by the Borrower or such Subsidiary in the ordinary course of business against
insufficient funds, in the maximum amount outstanding from time to time of $50,000, so long as such Indebtedness is repaid within five
(5) Business Days of the creation of such condition;
(viii) Additional Indebtedness of the Borrower or any of its Subsidiaries in an aggregate principal amount (for the Borrower and all
Subsidiaries) not to exceed $2,500,000 at any one time outstanding;
(ix) Indebtedness of the Borrower or any of its Subsidiaries in respect of workers’ compensation claims, property casualty or
liability insurance, take-or-pay obligations in supply arrangements, self-insurance obligations, performance, bid and surety bonds and
completion guaranties, in each case in the ordinary course of business; and
(x) Indebtedness of any Loan Party or Subsidiary for refinancings, replacements, modifications, refundings, renewals or extensions
of Indebtedness that constitutes Permitted Indebtedness, provided that (i) there is no increase in the principal amount (or accrued value)
thereof (excluding accrued interest, fees, discounts, premiums and expenses), (ii) the weighted average life to maturity of such Indebtedness is
greater than or equal to the shorter of (A) the weighted average life to maturity of the Indebtedness being refinanced and (B) the weighted
average life to maturity that would result if all payments of principal on the Indebtedness being refinanced that were due on or after the date
that is one year following the Expiration Date were instead due one year following the Expiration Date, (iii) if the Indebtedness being
refinanced, refunded, modified, renewed or extended is subordinated in right of payment to the Obligations, such refinancing, refunding,
modification, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those
contained in the documentation governing the Indebtedness being refinanced, refunded, modified, renewed or extended, (iv) the terms and
conditions (including, if applicable, as to collateral) of any such
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refinanced, refunded, modified, renewed or extended Indebtedness are not materially less favorable to the Lenders than the terms and
conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended, (v) no Event of Default shall have occurred and be
continuing or no Event of Default or Potential Default would result from any such refinancing, refunding, modification, renewal or extension
and (vi) with respect to any such Indebtedness that is secured, no Loan Party shall be an obligor or guarantor of any such refinancings,
replacements, refundings, renewals or extensions except to the extent that such Person was such an obligor or guarantor in respect of the
applicable Indebtedness on the date hereof.
Permitted Investments shall mean:

(i) marketable direct obligations issued or unconditionally guaranteed by the United States Government or any state or municipality
thereof or the District of Columbia having maturities of not more than twelve (12) months from the date of acquisition, and certificates of
deposit and time deposits having maturities of not more than twelve (12) months from the date of acquisition, banker’s acceptances having
maturities of not more than twelve (12) months from the date of acquisition and overnight bank deposits which at the time of acquisition are
rated A–1 or better by S&P or P–1 or better by Moody’s, or by a Lender;
(ii) investments in negotiable instruments acquired in the ordinary course of business for collection;
(iii) investments received in settlement of Accounts Receivable arising in the ordinary course of business or owing to a Loan Party
as a result of any dispute with customers or suppliers or upon the foreclosure or enforcement of any lien in favor of a Loan Party as security
for an Account Receivable, and investments made in exchange for Accounts Receivable arising in the ordinary course of business which have
not been collected for 120 days and which are, in the good faith judgment of the Loan Parties, substantially uncollectible, in each case for so
long as any instrument evidencing such investment is, promptly upon receipt, duly endorsed to the order of and delivered to the
Administrative Agent to be held as security for the Obligations;
(iv) trade credit extended on usual and customary terms in the ordinary course of business;
(v) advances to employees to meet reasonable expenses incurred by such employees in the ordinary course of business;
(vi) reasonable loans or advances (including, without limitation, to employees or suppliers) so long as the aggregate amount of
such loans and advances outstanding by the Loan Party and their Subsidiaries does not exceed the sum of $2,000,000 at any time;
(vii) loans, advances, capital contributions or investments in other Loan Parties or their Subsidiaries;
(viii) loans or equity investments not exceeding $10,000,000 in the aggregate to joint ventures formed by a Loan Party or any
Subsidiary to develop, enhance, research, manufacture or market any new technology or to develop, enhance or research any new product,
process or technology;
(ix) investments in Subsidiaries permitted to be formed by Section 7.2.8 hereof;
(x) any money market or similar fund the assets of which are comprised exclusively of any of the items specified in clause (i) above
and as to which withdrawals are permitted daily;
(xi) repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in clause
(i) above entered into with any financial institution meeting the qualifications specified in clause (i); and
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(xii) commercial paper having at the time of investment therein or a contractual commitment to invest therein a rating of A–1 or
better by S&P or P–1 or better by Moody’s, and having a maturity within six (6) months after the date of acquisition thereof.
Permitted Liens shall mean:

(i) Liens for taxes, assessments, or similar charges, incurred in the ordinary course of business and which are not yet due and
payable;
(ii) Pledges or deposits made in the ordinary course of business to secure payment of workmen’s compensation, or to participate in
any fund in connection with workmen’s compensation, unemployment insurance, old-age pensions or other social security programs;
(iii) Liens of mechanics, materialmen, warehousemen, carriers, or other like Liens, securing obligations incurred in the ordinary
course of business that are not yet due and payable and Liens of landlords securing obligations to pay lease payments that are not yet due
and payable or in default;
(iv) Good-faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts
(other than for the repayment of borrowed money) or leases, not in excess of the aggregate amount due thereunder, or to secure statutory
obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business;
(v) Encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, none of which
materially impairs the use of such property or the value thereof, and none of which is violated in any material respect by existing or proposed
structures or land use;
(vi) Liens, security interests and mortgages in favor of the Administrative Agent for the benefit of the Lenders and their Affiliates
securing the Obligations including Other Lender Provided Financial Services Obligations;
(vii) Liens on property leased by any Loan Party or Subsidiary of a Loan Party under capital leases permitted as Permitted
Indebtedness securing obligations of such Loan Party or Subsidiary to the lessor under such leases and precautionary Uniform Commercial
Code financing statements in respect thereof;
(viii) Any Lien existing on the date of this Agreement and described on Schedule 1.1(P), provided that the principal amount secured
thereby is not hereafter increased, and no additional assets become subject to such Lien;
(ix) Purchase Money Security Interests permitted in clause (iii) of the definition of Permitted Indebtedness;
(x) The following, (A) if the validity or amount thereof is being contested in good faith by appropriate and lawful proceedings
diligently conducted so long as levy and execution thereon have been stayed and continue to be stayed or (B) if a final judgment is entered
and such judgment is discharged within thirty (30) days of entry, and in either case they do not adversely affect the Collateral or, in the
aggregate, materially impair the ability of any Loan Party to perform its Obligations hereunder or under the other Loan Documents:
(1) Claims or Liens for taxes, assessments or charges due and payable and subject to interest or penalty; provided that the
applicable Loan Party maintains such reserves or other appropriate provisions as shall be required by GAAP and pays all such taxes,
assessments or charges forthwith upon the commencement of proceedings to foreclose any such Lien;
(2) Claims, Liens or encumbrances upon, and defects of title to, real or personal property other than the Collateral, including any
attachment of personal or real property or other legal process prior to adjudication of a dispute on the merits;
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(3) Claims or Liens of mechanics, materialmen, warehousemen, carriers, or other statutory nonconsensual Liens; or
(4) Liens resulting from final judgments or orders described in Section 8.1.6 [Final Judgments or Orders];
(xi) liens or rights of setoff against credit balances of a Loan Party with any credit card issuers or processors or amounts owing by
credit card issuers or processors to a Loan Party in the ordinary course of business to secure the obligations of such Loan Party to such credit
card issuer or processor as a result of any fees and chargebacks; and
(xii) liens or rights of setoff of any bank to secure fees and charges in connection with returned items or fees and charges in
connection with any deposit account maintained by any Loan Party at such bank up to an aggregate, at any one time, of $50,000;
(xiii) licenses of Trademarks, Patents and Copyrights in the ordinary course of business;
(xiv) any liens or rights of setoff of any bank or securities intermediary to secure fees, charges and commissions in connections
with any investment account maintained by the Loan Parties or their respective subsidiaries up to an aggregate, at any one time, of $50,000;
and
(xv) other liens (except liens securing Taxes) securing indebtedness or obligations not to exceed $500,000 outstanding at any one
time.
Person shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust,
unincorporated organization, joint venture, government or political subdivision or agency thereof, or any other entity.
Plan shall mean at any time an “employee pension benefit plan” as such term is defined in Section 3(2) of ERISA (including a
multiple employer or other plan described in Section 4064 of ERISA, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is
subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained by any member of the ERISA Group for
employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained by any entity which was
at such time a member of the ERISA Group for employees of any entity which was at such time a member of the ERISA Group.
Pledge Agreement shall mean the Pledge Agreement in substantially the form of Exhibit 1.1(P)(2) executed and delivered by each of
the Borrower and its Subsidiaries pledging 65% of the Subsidiary Equity Interests of each Foreign Subsidiary held by the Borrower and such
Subsidiaries to the Administrative Agent for the benefit of the Lenders.
PNC Bank shall mean PNC Bank, National Association, its successors and assigns.
Potential Default shall mean any event or condition which with notice or passage of time, or both, would constitute an Event of
Default.
Prime Rate shall mean the interest rate per annum announced from time to time by the Administrative Agent at its Principal Office as
its then prime rate, which rate may not be the lowest rate then being charged commercial borrowers by the Administrative Agent.
Principal Office shall mean the main banking office of the Administrative Agent in Pittsburgh, Pennsylvania.
Prior Security Interest shall mean a valid and enforceable perfected first-priority security interest under the Uniform Commercial
Code in the Collateral which is subject only to statutory Liens for taxes not yet due and payable or Purchase Money Security Interests.
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Published Rate shall mean the rate of interest published each Business Day in The Wall Street Journal “Money Rates” listing under
the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the
Published Rate shall be the eurodollar rate for a one month period as published in another publication selected by the Administrative Agent,
and the identity of which the Administrative Agent shall notify Borrower within a reasonable time thereafter).
Purchase Money Security Interest shall mean Liens upon tangible personal property securing loans to any Loan Party or
Subsidiary of a Loan Party or deferred payments by such Loan Party or Subsidiary for the purchase of such tangible personal property.
Qualified Accounts Receivable shall mean any Accounts Receivable, which the Administrative Agent in its sole discretion
determines to have met all of the minimum requirements set forth on Schedule 1.1(C), but shall specifically exclude Reserves for Sales Returns
for Domestic Accounts Receivable.
Qualified Inventory shall mean any Inventory which the Administrative Agent in its sole discretion determines to have met all of
the minimum requirements set forth on Schedule 1.1(D), but shall specifically exclude (i) all raw materials, (ii) all work-in-progress Inventory and
(iii) all Inventory subject to reserves, including reserves for obsolescence.
Ratable Share shall mean the proportion that a Lender’s Commitment (excluding the Swing Loan Commitment) bears to the
Commitments (excluding the Swing Loan Commitment) of all of the Lenders. If the Commitments have terminated or expired, the Ratable Shares
shall be determined based upon the Commitments (excluding the Swing Loan Commitment) most recently in effect, giving effect to any
assignments.
Reimbursement Obligation shall have the meaning specified in Section 2.9.3 [Disbursements, Reimbursement].
Related Parties shall mean, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees,
agents and advisors of such Person and of such Person’s Affiliates.
Relief Proceeding shall mean any proceeding seeking a decree or order for relief in respect of any Loan Party or Subsidiary of a
Loan Party in a voluntary or involuntary case under any applicable bankruptcy, insolvency, reorganization or other similar law now or
hereafter in effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of
any Loan Party or Subsidiary of a Loan Party for any substantial part of its property, or for the winding-up or liquidation of its affairs, or an
assignment for the benefit of its creditors.
Requested Increase shall have the meaning assigned to that term in Section 2.4(i).
Required Lenders shall mean (i) if there are no Loans, Reimbursement Obligations or Letter of Credit Borrowings outstanding,
Complying Lenders whose Commitments (excluding the Swing Loan Commitments) aggregate at least 51% of the Commitments (excluding the
Swing Loan Commitments) of all of the Complying Lenders, or (ii) if there are Loans, Reimbursement Obligations, or Letter of Credit
Borrowings outstanding, any group of Complying Lenders if the sum of the Loans (excluding the Swing Loans), Reimbursement Obligations
and Letter of Credit Borrowings of such Lenders then outstanding aggregates at least 51% of the total principal amount of all of the Loans
(excluding the Swing Loans), Reimbursement Obligations and Letter of Credit Borrowings of all of the Complying Lenders then outstanding.
Required Share shall have the meaning assigned to such term in Section 4.13.
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Reserves for Sales Returns for Domestic Accounts Receivable shall mean the amount estimated by the Borrower from time to time
in a manner consistent with the disclosures contained in the Borrower’s Forms 10-K and 10-Q as the portion of Accounts Receivable which
may be expected to not be collected as a consequence of the goods represented therein being returned by the Accounts Receivable Debtor to
the Loan Parties.
Revolving Credit Commitment shall mean, as to any Lender at any time, the amount initially set forth opposite its name on Schedule
1.1(B) in the column labeled “Amount of Commitment for Revolving Credit Loans,” as such Commitment is thereafter assigned or modified and
Revolving Credit Commitments shall mean the aggregate Revolving Credit Commitments of all of the Lenders.
Revolving Credit Loans shall mean collectively and Revolving Credit Loan shall mean separately all Revolving Credit Loans or any
Revolving Credit Loan made by the Lenders or one of the Lenders to the Borrower pursuant to Section 2.1 [Revolving Credit Commitments] or
2.9.3 [Disbursements, Reimbursement].
Revolving Facility Usage shall mean at any time the sum of (i) the outstanding Revolving Credit Loans, (ii) the outstanding Swing
Loans and (iii) the Letter of Credit Obligations.
Schedule of Accounts Receivable shall mean an aged trial balance summary report by account debtor of all then existing Accounts
Receivable in form and substance reasonably satisfactory to Administrative Agent, specifying in each case the names of, amounts due from,
each Account Receivable Debtor obligated on an Account Receivable so listed and, if requested by the Administrative Agent, copies of proof
of delivery and customer statements and the original copy of all documents, including, without limitation, repayment histories and present
status reports, and such other matters and information relating to the status of the Accounts Receivable and/or the Account Receivable
Debtors so scheduled as the Administrative Agent may from time to time reasonably request.
Schedule of Inventory shall mean a current schedule of Inventory in form and substance reasonably satisfactory to the
Administrative Agent, itemizing and describing the kind, type, quality and quantity of Inventory, as derived from physical counts, the Loan
Parties’ costs therefor and selling price thereof.
Security Agreement shall mean the Security Agreement in substantially the form of Exhibit 1.1(S) executed and delivered by each of
the Loan Parties to the Administrative Agent for the benefit of the Lenders.
Settlement Date shall mean any Business Day on which the Agent elects to effect settlement pursuant to Section 4.13.
Significant Subsidiary shall mean a Subsidiary of a Loan Party with total assets, determined as of the end of the immediately
preceding fiscal year, of more than $1,000,000.
Solvent shall mean, with respect to any Person on a particular date, that on such date (i) the fair value of the property of such
Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (ii) the present fair
saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its
debts as they become absolute and matured, (iii) such Person is able to realize upon its assets and pay its debts and other liabilities,
contingent obligations and other commitments as they mature in the normal course of business, (iv) such Person does not intend to, and does
not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (v) such Person is
not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would
constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged.
In computing the
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amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and
circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
Standard & Poor’s shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.
Statements shall have the meaning specified in Section 5.1.6(i) [Historical Statements].
Subsidiary of any Person at any time shall mean any corporation, trust, partnership, any limited liability company or other business
entity (i) of which 50% or more of the outstanding voting securities or other interests normally entitled to vote for the election of one or more
directors or trustees (regardless of any contingency which does or may suspend or dilute the voting rights) is at such time owned directly or
indirectly by such Person or one or more of such Person’s Subsidiaries, or (ii) which is controlled or capable of being controlled by such
Person or one or more of such Person’s Subsidiaries.
Subsidiary Equity Interests shall have the meaning specified in Section 5.1.2 [Subsidiaries and Owners; Investment Companies].
Swing Loan Commitment shall mean PNC Bank’s commitment to make Swing Loans to the Borrower pursuant to Section 2.1.2
hereof in an aggregate principal amount up to $10,000,000.
Swing Loan Note shall mean the Swing Loan Note of the Borrower in the form of Exhibit [1.1(N)(2)] evidencing the Swing Loans,
together with all amendments, extensions, renewals, replacements, refinancings or refundings thereof in whole or in part.
Swing Loan Request shall mean a request for Swing Loans made in accordance with Section 2.5.2 hereof.
Swing Loans shall mean collectively and Swing Loan shall mean separately all Swing Loans or any Swing Loan made by PNC Bank
to the Borrower pursuant to Section [2.1.2] hereof.
Taxes shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges
imposed by any Official Body, including any interest, additions to tax or penalties applicable thereto.
Total Debt for the fiscal quarter then ending shall mean all Indebtedness of the Borrower and its Subsidiaries (other than inter-
company guarantees).
Trademarks shall mean all of the Loan Parties’ present and hereafter acquired trademarks, trademark registrations, recordings,
applications, tradenames, trade styles, corporate names, business names, service marks, logos and any other designs or sources of business
identities, prints and labels (on which any of the foregoing may appear), all reissues and renewals thereof, all licenses thereof, all other general
intangible, intellectual property and other rights pertaining to any of the foregoing, together with the goodwill associated therewith, and all
income, royalties and other proceeds of any of the foregoing.
USA Patriot Act shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.
1.2 Construction. Unless the context of this Agreement otherwise clearly requires, the following rules of construction shall apply to this
Agreement and each of the other Loan Documents: (i) references to the plural include the singular, the plural, the part and the whole and the
words “include,”
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“includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (ii) the words “hereof,” “herein,” “hereunder,”
“hereto” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document as a whole;
(iii) article, section, subsection, clause, schedule and exhibit references are to this Agreement or other Loan Document, as the case may be,
unless otherwise specified; (iv) reference to any Person includes such Person’s successors and assigns; (v) reference to any agreement,
including this Agreement and any other Loan Document together with the schedules and exhibits hereto or thereto, document or instrument
means such agreement, document or instrument as amended, modified, replaced, substituted for, superseded or restated; (vi) relative to the
determination of any period of time, “from” means “from and including,” “to” means “to but excluding,” and “through” means “through and
including”; (vii) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible
and intangible assets and properties, including cash, securities, accounts and contract rights, (viii) section headings herein and in each other
Loan Document are included for convenience and shall not affect the interpretation of this Agreement or such Loan Document, and (ix) unless
otherwise specified, all references herein to times of day shall be references to Eastern Standard Time.
1.3 Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or
financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP
(including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms
by GAAP; provided, however, that all accounting terms used in Section 7.2 [Negative Covenants] (and all defined terms used in the definition
of any accounting term used in Section 7.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP
as in effect on the date hereof applied on a basis consistent with those used in preparing Statements referred to in Section 5.1.6(i) [Historical
Statements]. In the event of any change after the date hereof in GAAP, and if such change would affect the computation of any of the financial
covenants set forth in Section 7.2 [Negative Covenants], then the parties hereto agree to endeavor, in good faith, to agree upon an amendment
to this Agreement that would adjust such financial covenants in a manner that would preserve the original intent thereof, but would allow
compliance therewith to be determined in accordance with the Borrower’s financial statements at that time, provided that, until so amended
such financial covenants shall continue to be computed in accordance with GAAP prior to such change therein.
2. REVOLVING CREDIT AND SWING LOAN FACILITIES
2.1 Revolving Credit Commitments.

2.1.1 Revolving Credit Loans.
Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each
Lender severally agrees to make Revolving Credit Loans to the Borrower at any time or from time to time on or after the date hereof to the
Expiration Date; provided that after giving effect to such Loan (i) the aggregate amount of Loans from such Lender shall not exceed such
Lender’s Revolving Credit Commitment minus such Lender’s Ratable Share of the Letter of Credit Obligations and (ii) the Revolving Facility
Usage shall not exceed the lesser of the Revolving Credit Commitments or the Borrowing Base. Within such limits of time and amount and
subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.1.
2.1.2 Swing Loan Commitment.

Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, and in
order to facilitate loans and repayments between Settlement Dates, PNC Bank may, at its option, cancelable at any time for any reason
whatsoever, make swing loans (the “Swing Loans”) to the Borrower at any time or from time to time after the date hereof to, but not
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including, the Expiration Date, in an aggregate principal amount up to but not in excess of $10,000,000 (the “Swing Loan Commitment”),
provided that the Revolving Facility Usage shall not exceed the lesser of the Revolving Credit Commitments or the Borrowing Base. Within
such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant
to this Section 2.1.2.
2.2 Nature of Lenders’ Obligations with Respect to Revolving Credit Loans. Each Lender shall be obligated to participate in each request
for Revolving Credit Loans pursuant to Section 2.5 [Revolving Credit Loan Requests] in accordance with its Ratable Share. The aggregate of
each Lender’s Revolving Credit Loans outstanding hereunder to the Borrower at any time shall never exceed its Revolving Credit Commitment
minus its Ratable Share of the Letter of Credit Obligations. The obligations of each Lender hereunder are several. The failure of any Lender to
perform its obligations hereunder shall not affect the Obligations of the Borrower to any other party nor shall any other party be liable for the
failure of such Lender to perform its obligations hereunder. The Lenders shall have no obligation to make Revolving Credit Loans hereunder
on or after the Expiration Date.
2.3 Commitment Fees. Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent
for the account of each Lender according to its Ratable Share, a nonrefundable commitment fee (the “Commitment Fee”) equal to the
Applicable Commitment Fee Rate (computed on the basis of a year of 360 days and actual days elapsed) times the average daily difference
between the amount of (i) the Revolving Credit Commitments (for purposes of this computation, PNC Bank’s Swing Loans shall be deemed to
be borrowed amounts under its Revolving Credit Commitment, but only to the extent any Swing Loans are then outstanding) and the (ii) the
Revolving Facility Usage. All Commitment Fees shall be payable in arrears on each Payment Date.
2.4 Increase in Revolving Credit Commitments.

(i) Increasing Lenders. The Borrower may, at any time after the Closing Date, request that the current Lenders increase their
Revolving Credit Commitments by providing written notice to the Administrative Agent (the “Requested Increase”). Each Lender shall have
the right at any time within the fifteen (15) day period following receipt by the Agent of such written request to increase its Revolving Credit
Commitment by its Ratable Share of the Requested Increase (any current Lender which elects to increase its Revolving Credit Commitment
shall be referred to as an “Increasing Lender”). If Lenders elect to increase their Revolving Credit Commitment within the 15-day period
specified in the preceding sentence but such increases, in the aggregate, do not equal the Requested Increase, then the Administrative Agent
shall, immediately after the expiration of such period, send written notice to the Increasing Lenders. Each Increasing Lender shall have the
right to increase its Revolving Credit Commitment by all or any part of the balance of the Requested Increase. In the event there are two or
more such Increasing Lenders that choose to so increase their Revolving Credit Commitment, the balance of the Requested Increase shall be
allocated to such Increasing Lenders pro rata based on their Ratable Share. Each Lender acknowledges and agrees that up to $20,000,000 may
be loaned by an additional Lender within sixty (60) Days of the Closing Date (the “Post-Closing Loan”). The terms and conditions set forth in
this Section 2.4, including, without limitation, Section 2.4(iii), shall not apply to the Post-Closing Loan, except that the Borrower shall execute
and deliver to such Lender a revolving credit Note reflecting the amount of such Lender’s Revolving Credit Commitment and such Lender shall
execute a lender joinder in substantially the form of Exhibit 2.4 pursuant to which such Lender shall join and become a party as a “Lender” to
this Agreement and the other Loan Documents with a Revolving Credit Commitment in the amount set forth in such lender joinder.
(ii) New Lenders. If there is a balance of the Requested Increase remaining after completion of the process set forth in
Section 2.4(i) above, one or more new lenders (each a “New
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Lender”) shall have the right to join this Agreement and provide a Revolving Credit Commitment hereunder.
(iii) Terms and Conditions Any increases by Increasing Lenders or new Revolving Credit Commitments by New Lenders, as
applicable, are subject to the following terms and conditions:
(a) No Obligation to Increase. No current Lender shall be obligated to increase its Revolving Credit Commitment and
any increase in the Revolving Credit Commitment by any current Lender shall be in the sole discretion of such current Lender.
(b) Defaults. There shall exist no Events of Default or Potential Default on the effective date of such increase after
giving effect to such increase.
(c) Aggregate Revolving Credit Commitments. After giving effect to such increase, the total Revolving Credit
Commitments shall not exceed $250,000,000.
(d) Minimum Revolving Credit Commitments. After giving effect to such increase, the amount of the Revolving Credit
Commitments provided by each of the New Lenders shall be at least $5,000,000.
(e) Resolutions; Opinion. The Loan Parties shall deliver to the Administrative Agent on or before the effective date of
such increase the following documents in a form reasonably acceptable to the Administrative Agent: (1) certifications of their corporate
secretaries with attached resolutions certifying that the increase in the Revolving Credit Commitment has been approved by such Loan
Parties; and (2) an opinion of counsel addressed to the Administrative Agent and the Lenders addressing the authorization and execution of
the Loan Documents by, and enforceability of the Loan Documents against, the Loan Parties.
(f) Notes. The Borrower shall execute and deliver (1) to each Increasing Lender a replacement revolving credit Note
reflecting the new amount of such Increasing Lender’s Revolving Credit Commitment after giving effect to the increase (and the prior Note
issued to such Increasing Lender shall be deemed to be terminated and the original thereof shall be returned by such Increasing Lender to the
Borrower) and (2) to each New Lender a revolving credit Note reflecting the amount of such New Lender’s Revolving Credit Commitment.
(g) Approval of New Lenders. Any New Lender shall be subject to the approval of the Borrower and the
Administrative Agent.
(h) Increasing Lenders. Each Increasing Lender shall confirm its agreement to increase its Revolving Credit
Commitment pursuant to an acknowledgement in a form reasonably acceptable to the Administrative Agent, signed by it and the Borrower and
delivered to the Administrative Agent at least five (5) days before the effective date of such increase.
(i) New Lenders–Joinder. Each New Lender shall execute a lender joinder in substantially the form of Exhibit 2.4
pursuant to which such New Lender shall join and become a party as a “Lender” to this Agreement and the other Loan Documents with a
Revolving Credit Commitment in the amount set forth in such lender joinder.
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(iv) Treatment of Outstanding Loans and Letters of Credit.

(a) Repayment of Outstanding Loans; Borrowing of New Loans. On the effective date of such increase, the Borrower
shall repay all Loans then outstanding, subject to the Borrower’s indemnity obligations under Section 4.12 [Indemnity]; provided that it may
borrow new Loans to satisfy in full all Loans outstanding with such new Loans having a Borrowing Date on such date. Each of the Lenders
shall participate in any new Loans made on or after such date in accordance with their respective Ratable Shares after giving effect to the
increase in Revolving Credit Commitments contemplated by this Section 2.4.
(b) Outstanding Letters of Credit; Repayment of Outstanding Loans; Borrowing of New Loans. On the effective date
of such increase, each Increasing Lender and each New Lender (i) will be deemed to have purchased a participation in each then outstanding
Letter of Credit equal to its Ratable Share of such Letter of Credit and the participation of each other Lender in such Letter of Credit shall be
adjusted accordingly and (ii) will acquire, (and will pay to the Administrative Agent, for the account of each Lender, in immediately available
funds, an amount equal to) its Ratable Share of all outstanding Participation Advances.
2.5 Revolving Credit Loan Requests; Swing Loan Requests.

2.5.1 Revolving Credit Loan Requests.
Except as otherwise provided herein, the Borrower may from time to time prior to the Expiration Date request the Lenders to
make Revolving Credit Loans, or renew or convert the Interest Rate Option applicable to existing Revolving Credit Loans, by delivering to the
Administrative Agent, not later than 10:00 a.m., (i) three (3) Business Days prior to the proposed Borrowing Date with respect to the making of
Revolving Credit Loans to which the LIBOR Rate Option applies or the conversion to or the renewal of the LIBOR Rate Option for any Loans;
and (ii) on the Borrowing Date with respect to the making of a Revolving Credit Loan to which the Base Rate Option applies or the last day of
the preceding Interest Period with respect to the conversion to the Base Rate Option for any Loan, of a duly completed request therefor
substantially in the form of Exhibit 2.5 or a request by telephone or electronic mail immediately confirmed in writing by letter, facsimile or telex
in the case of a request by telephone in such form (each, a “Loan Request”), it being understood that the Administrative Agent may rely on
the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation. Each Loan
Request shall be irrevocable and shall specify the aggregate amount of the proposed Loans comprising each Borrowing Tranche, and, if
applicable, the Interest Period, which amounts shall be in integral multiples of $500,000 and not less than $1,000,000 for each Borrowing
Tranche under the LIBOR Rate Option and shall be in integral multiples of $100,000 and not less than $500,000 for each Borrowing Tranche
under the Base Rate Option.
2.5.2 Swing Loan Requests.

Except as otherwise provided herein, the Borrower may from time to time prior to the Expiration Date request PNC Bank to
make Swing Loans by delivery to PNC Bank not later than 12.00 p.m. Pittsburgh time on the proposed Borrowing Date of a duly completed
request therefor substantially in the form of Exhibit 2.5.2 hereto or a request by telephone immediately confirmed in writing by letter, electronic
mail, facsimile or telex (each, a “Swing Loan Request”), it being understood that the Agent may rely on the authority of any individual making
such a telephonic request without the necessity of receipt of such written confirmation. Each Swing Loan Request shall be irrevocable and
shall specify the proposed Borrowing Date and the principal amount of such Swing Loan, which shall be in integral multiples of $100,000 and
not less than $100,000.
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2.6 Making Revolving Credit Loans and Swing Loans; Presumptions by the Administrative Agent; Repayment of Revolving Credit
Loans; Borrowings to Repay Swing Loans.
2.6.1 Making Revolving Credit Loans. The Administrative Agent shall, promptly after receipt by it of a Loan Request pursuant to
Section 2.5 [Revolving Credit Loan Requests], notify the Lenders of its receipt of such Loan Request specifying the information provided by
the Borrower and the apportionment among the Lenders of the requested Revolving Credit Loans as determined by the Administrative Agent
in accordance with Section 2.2 [Nature of Lenders’ Obligations with Respect to Revolving Credit Loans]. Each Lender shall remit the principal
amount of each Revolving Credit Loan to the Administrative Agent such that the Administrative Agent is able to, and the Administrative
Agent shall, to the extent the Lenders have made funds available to it for such purpose and subject to Section 6.2 [Each Loan or Letter of
Credit], fund such Revolving Credit Loans to the Borrower in U.S. Dollars and immediately available funds at the Principal Office prior to 2:00
p.m., on the applicable Borrowing Date; provided that if any Lender fails to remit such funds to the Administrative Agent in a timely manner,
the Administrative Agent may elect in its sole discretion to fund with its own funds the Revolving Credit Loans of such Lender on such
Borrowing Date, and such Lender shall be subject to the repayment obligation in Section 2.6.2 [Presumptions by the Administrative Agent].
2.6.2 Presumptions by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to
the proposed date of any Loan that such Lender will not make available to the Administrative Agent such Lender’s share of such Loan, the
Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6.1 [Making
Revolving Credit Loans] and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if
a Lender has not in fact made its share of the applicable Loan available to the Administrative Agent, then the applicable Lender and the
Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative
Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by
the Borrower, the interest rate applicable to Loans under the Base Rate Option. If such Lender pays its share of the applicable Loan to the
Administrative Agent, then the amount so paid shall constitute such Lender’s Loan. Any payment by the Borrower shall be without prejudice
to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
2.6.3 Making Swing Loans.

So long as PNC Bank elects to make Swing Loans, PNC Bank shall, after receipt by it of a Swing Loan Request pursuant to
Section 2.5.2, fund such Swing Loan to the Borrower in U.S. Dollars and immediately available funds at the Principal Office prior to 2:00 p.m.
Pittsburgh time on the Borrowing Date.
2.6.4 Repayment of Revolving Credit Loans. The Borrower shall repay the Revolving Credit Loans together with all outstanding
interest thereon on the Expiration Date.
2.6.5 Borrowings to Repay Swing Loans.

PNC Bank may, at its option, exercisable at any time for any reason whatsoever, demand repayment of the Swing Loans, and
each Lender shall make a Revolving Credit Loan in an amount equal to such Lender’s Ratable Share of the aggregate principal amount of the
outstanding Swing Loans, plus, if PNC Bank so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to
make Revolving Credit Loans in excess of its Revolving Credit Commitment. Revolving
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Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly
requested in accordance with Section 2.5.1 without regard to any of the requirements of that provision. PNC Bank shall provide notice to the
Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such Revolving Credit Loans are to be made under this
Section 2.6.5 and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit
Loans (whether or not the conditions specified in Section 2.5.1 are then satisfied) by the time PNC Bank so requests, which shall not be earlier
than 3:00 p.m. Pittsburgh time on the Business Day next after the date the Lenders receive such notice from PNC Bank.
2.7 Notes. The Obligation of the Borrower to repay the aggregate unpaid principal amount of the Revolving Credit Loans and Swing
Loans made to it by each Lender, together with interest thereon, shall be evidenced by a revolving credit Note and a swing Note, dated the
Closing Date payable to the order of such Lender in a face amount equal to the Revolving Credit Commitment or Swing Loan Commitment, as
applicable, of such Lender.
2.8 Use of Proceeds. The proceeds of the Loans shall be used to refinance the Existing Credit Obligations, payment of fees, costs and
expenses in connection with this Agreement and the financing of Borrower’s working capital and for other general corporate purposes.
2.9 Letter of Credit Subfacility.

2.9.1 Issuance of Letters of Credit. Borrower may at any time prior to the Expiration Date request the issuance of a 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 letters 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 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) have a maximum maturity of twelve (12) months from the date of issuance, and (B) in no event expire 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. 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.
2.9.2 Letter of Credit Fees. The Borrower shall pay (i) to the Administrative Agent for the ratable account of the Lenders a fee (the
“Letter of Credit Fee”) equal to the Applicable Letter of
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Credit Fee Rate, and (ii) to the Issuing Lender for its own account a fronting fee equal to 0.25% per annum (in each case computed on the basis
of a year of 360 days and actual days elapsed), which fees shall be computed on the daily average Letter of Credit Obligations and shall be
payable quarterly in arrears on each Payment Date following issuance of each Letter of Credit. The Borrower shall also pay to the Issuing
Lender for the Issuing Lender’s sole account the Issuing Lender’s then in effect customary fees and administrative expenses payable with
respect to the Letters of Credit as the Issuing Lender may generally charge or incur from time to time in connection with the issuance,
maintenance, amendment (if any), assignment or transfer (if any), negotiation, and administration of Letters of Credit.
2.9.3 Disbursements, Reimbursement. Immediately upon the Issuance of each Letter of Credit, each Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a participation in such Letter of Credit and each drawing
thereunder in an amount equal to such Lender’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and
the amount of such drawing, respectively.
2.9.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the
Issuing Lender will promptly notify the Borrower and the Administrative Agent thereof. Provided that it shall have received such notice, the
Borrower shall reimburse (such obligation to reimburse the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”)
the Issuing Lender prior to 12:00 noon, Pittsburgh time on each date that an amount is paid by the Issuing Lender under any Letter of Credit
(each such date, a “Drawing Date”) by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the
amount so paid by the Issuing Lender. In the event the Borrower fails to reimburse the Issuing Lender (through the Administrative Agent) for
the full amount of any drawing under any Letter of Credit by 12:00 noon, Pittsburgh time, on the Drawing Date, the Administrative Agent will
promptly notify each Lender thereof, and the Borrower shall be deemed to have requested that Revolving Credit Loans be made by the
Lenders under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized
portion of the Revolving Credit Commitment and subject to the conditions set forth in Section 6.2 [Each Additional Loan] other than any
notice requirements. Any notice given by the Administrative Agent or Issuing Lender pursuant to this Section 2.9.3.1 may be oral if
immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding
effect of such notice.
2.9.3.2 Each Lender shall upon any notice pursuant to Section 2.9.3.1 make available to the Administrative Agent for
the account of the Issuing Lender an amount in immediately available funds equal to its Ratable Share of the amount of the drawing,
whereupon the participating Lenders shall (subject to Section 2.9.3 [Disbursement; Reimbursement]) each be deemed to have made a
Revolving Credit Loan under the Base Rate Option to the Borrower in that amount. If any Lender so notified fails to make available to the
Administrative Agent for the account of the Issuing Lender the amount of such Lender’s Ratable Share of such amount by no later than 2:00
p.m., Pittsburgh time on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing
Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first
three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Credit Base
Rate Option on and after the fourth day following the Drawing Date. The Administrative Agent and the Issuing Lender will promptly give
notice (as described in Section 2.9.3.1 above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or the Issuing
Lender to give any such notice on the Drawing Date or in sufficient time to enable any Lender to effect such payment on such date shall not
relieve such Lender from its obligation under this Section 2.9.3.2.
2.9.3.3 With respect to any unreimbursed drawing that is not converted into Revolving Credit Loans under the Base
Rate Option to the Borrower in whole or in part as
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contemplated by Section 2.9.3.1, because of the Borrower’s failure to satisfy the conditions set forth in Section 6.2 [Each Additional Loan]
other than any notice requirements, or for any other reason, the Borrower shall be deemed to have incurred from the Issuing Lender a
borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on
demand (together with interest) and shall bear interest at the rate per annum applicable to the Revolving Credit Loans under the Base Rate
Option. Each Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.9.3 [Disbursements,
Reimbursement] shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing (each a “Participation
Advance”) from such Lender in satisfaction of its participation obligation under this Section 2.9.3.
2.9.4 Repayment of Participation Advances.

2.9.4.1 Upon (and only upon) receipt by the Administrative Agent for the account of the Issuing Lender of
immediately available funds from the Borrower (i) in reimbursement of any payment made by the Issuing Lender under the Letter of Credit with
respect to which any Lender has made a Participation Advance to the Administrative Agent, or (ii) in payment of interest on such a payment
made by the Issuing Lender under such a Letter of Credit, the Administrative Agent on behalf of the Issuing Lender will pay to each Lender, in
the same funds as those received by the Administrative Agent, the amount of such Lender’s Ratable Share of such funds, except the
Administrative Agent shall retain for the account of the Issuing Lender the amount of the Ratable Share of such funds of any Lender that did
not make a Participation Advance in respect of such payment by the Issuing Lender.
2.9.4.2 If the Administrative Agent is required at any time to return to any Loan Party, or to a trustee, receiver,
liquidator, custodian, or any official in any Insolvency Proceeding, any portion of any payment made by any Loan Party to the Administrative
Agent for the account of the Issuing Lender pursuant to this Section in reimbursement of a payment made under the Letter of Credit or interest
or fee thereon, each Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of the
Issuing Lender the amount of its Ratable Share of any amounts so returned by the Administrative Agent plus interest thereon from the date
such demand is made to the date such amounts are returned by such Lender to the Administrative Agent, at a rate per annum equal to the
Federal Funds Effective Rate in effect from time to time.
2.9.5 Documentation. Each Loan Party agrees to be bound by the terms of the Issuing Lender’s application and agreement for
letters of credit and the Issuing Lender’s written regulations and customary practices relating to letters of credit, though such interpretation
may be different from such Loan Party’s own. In the event of a conflict between such application or agreement and this Agreement, this
Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful misconduct, the Issuing Lender
shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following any Loan Party’s instructions or
those contained in the Letters of Credit or any modifications, amendments or supplements thereto.
2.9.6 Determinations to Honor Drawing Requests. In determining whether to honor any request for drawing under any Letter of
Credit by the beneficiary thereof, the Issuing Lender shall be responsible only to determine that the documents and certificates required to be
delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit.
2.9.7 Nature of Participation and Reimbursement Obligations. Each Lender’s obligation in accordance with this Agreement to make
the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 [Disbursements, Reimbursement], as a result of a
drawing under a Letter of Credit, and the Obligations of the Borrower to reimburse the Issuing Lender upon a draw under a Letter of Credit,
shall be absolute, unconditional and irrevocable, and shall be performed
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strictly in accordance with the terms of this Section 2.9 under all circumstances, including the following circumstances:
(i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing Lender or
any of its Affiliates, the Borrower or any other Person for any reason whatsoever, or which any Loan Party may have against the Issuing
Lender or any of its Affiliates, any Lender or any other Person for any reason whatsoever;
(ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the
conditions set forth in Section 2.1 [Revolving Credit Commitments], 2.5 [Revolving Credit Loan Requests], 2.6 [Making Revolving Credit
Loans] or 6.2 [Each Additional Loan] or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being
acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Lenders to make
Participation Advances under Section 2.9.3 [Disbursements, Reimbursement];
(iii) any lack of validity or enforceability of any Letter of Credit;
(iv) any claim of breach of warranty that might be made by any Loan Party or any Lender against any beneficiary of a Letter
of Credit, or the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right which any Loan Party or any
Lender may have at any time against a beneficiary, successor beneficiary any transferee or assignee of any Letter of Credit or the proceeds
thereof (or any Persons for whom any such transferee may be acting), the Issuing Lender or its Affiliates or any Lender or any other Person,
whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying
transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured);
(v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the
form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document
presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of Credit, or the
transport of any property or provision of services relating to a Letter of Credit, in each case even if the Issuing Lender or any of its Affiliates
has been notified thereof;
(vi) payment by the Issuing Lender or any of its Affiliates under any Letter of Credit against presentation of a demand, draft
or certificate or other document which does not comply with the terms of such Letter of Credit;
(vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role
in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic
of any property or services relating to a Letter of Credit;
(viii) any failure by the Issuing Lender or any of its Affiliates to issue any Letter of Credit in the form requested by any Loan
Party, unless the Issuing Lender has received written notice from such Loan Party of such failure within three Business Days after the Issuing
Lender shall have furnished such Loan Party and the Administrative Agent a copy of such Letter of Credit and such error is material and no
drawing has been made thereon prior to receipt of such notice;
(ix) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of
any Loan Party or Subsidiaries of a Loan Party;
(x) any breach of this Agreement or any other Loan Document by any party thereto;
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(xi) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party;
(xii) the fact that an Event of Default or a Potential Default shall have occurred and be continuing beyond any applicable
grace or cure period;
(xiii) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been
terminated; and
(xiv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.
2.9.8 Indemnity. The Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Lender and any of its
Affiliates that has issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest,
judgments, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of
internal counsel) which the Issuing Lender or any of its Affiliates may incur or be subject to as a consequence, direct or indirect, of the
issuance of any Letter of Credit, other than as a result of (A) the gross negligence or willful misconduct of the Issuing Lender as determined
by a final non-appealable judgment of a court of competent jurisdiction or (B) the wrongful dishonor by the Issuing Lender or any of Issuing
Lender’s Affiliates of a proper demand for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission,
whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority.
2.9.9 Liability for Acts and Omissions. As between any Loan Party and the Issuing Lender, or the Issuing Lender’s Affiliates, such
Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of
Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender shall not be responsible for any of the following, including any
losses or damages to any Loan Party or other Person or property relating therefrom: (i) the form, validity, sufficiency, accuracy, genuineness or
legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it
should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the Issuing Lender or its Affiliates
shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign
any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or
ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may
be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any Loan Party
against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any Loan Party and any beneficiary
of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by
mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay
in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds
thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or
(viii) any consequences arising from causes beyond the control of the Issuing Lender or the its Affiliates, as applicable, including any act or
omission of any governmental authority, and none of the above shall affect or impair, or prevent the vesting of, any of the Issuing Lender’s or
its Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the Issuing Lender from liability for the Issuing
Lender’s gross negligence or willful misconduct in connection with actions or omissions described in such clauses (i) through (viii) of such
sentence. In no event shall the Issuing Lender or its Affiliates be liable to any Loan Party for any indirect, consequential, incidental, punitive,
exemplary or special damages or expenses (including without
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limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.
Without limiting the generality of the foregoing, the Issuing Lender and each of its Affiliates: (i) may rely on any oral or
other communication believed in good faith by the Issuing Lender or such Affiliate to have been authorized or given by or on behalf of the
applicant for a Letter of Credit; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with
the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit (unless
such dishonor was pursuant to a court order), to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to
reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the Issuing Lender or
its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of
such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any
failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or
negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or
adjust any claim or demand made on the Issuing Lender or its Affiliate in any way related to any order issued at the applicant’s request to an
air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in
connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in
connection with such Letter of Credit fail to conform in any way with such Letter of Credit.
In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by
the Issuing Lender or its Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered
thereunder, if taken or omitted in good faith, shall not put the Issuing Lender or its Affiliates under any resulting liability to the Borrower or
any Lender.
2.9.10 Issuing Lender Reporting Requirements. Each Issuing Lender shall, on the first business day of each month, provide to
Administrative Agent and Borrower a schedule of the Letters of Credit issued by it, in form and substance satisfactory to Administrative
Agent, showing the date of issuance of each Letter of Credit, the account party, the original face amount (if any), and the expiration date of
any Letter of Credit outstanding at any time during the preceding month, and any other information relating to such Letter of Credit that the
Administrative Agent may request.
3. INTEREST RATES
3.1 Interest Rate Options. The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected
by it from the Base Rate Option or LIBOR Rate Option set forth below applicable to the Loans, it being understood that, subject to the
provisions of this Agreement, the Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to
the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any
portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than six
(6) Borrowing Tranches in the aggregate among all of the Loans; provided further that if an Event of Default or Potential Default exists and is
continuing beyond any applicable cure period, the Borrower may not request, convert to, or renew the LIBOR Rate Option for any Loans and
the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted
immediately to the Base Rate Option, subject to the obligation of the Borrower to pay any indemnity under Section 4.12 [Indemnity] in
connection with such conversion. If at any time the
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designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s
Loan shall be limited to such Lender’s highest lawful rate.
3.1.1 Revolving Credit Interest Rate Options; Swing Line Interest Rate. The Borrower shall have the right to select from the
following Interest Rate Options applicable to the Revolving Credit Loans:
(i) Revolving Credit Base Rate Option: A fluctuating rate per annum (computed on the basis of a year of 360 days and actual
days elapsed) equal to the Base Rate plus the Applicable Margin, such interest rate to change automatically from time to time effective as of
the effective date of each change in the Base Rate; or
(ii) Revolving Credit LIBOR Rate Option: A rate per annum (computed on the basis of a year of 360 days and actual days
elapsed) equal to the LIBOR Rate plus the Applicable Margin.
Subject to Section 3.3, only the Base Rate Option applicable to Revolving Credit Loans shall apply to the Swing Loans.
3.1.2 Rate Quotations. The Borrower may call the Administrative Agent on or before the date on which a Loan Request is to be
delivered to receive an indication of the rates then in effect, but it is acknowledged that such projection shall not be binding on the
Administrative Agent or the Lenders nor affect the rate of interest which thereafter is actually in effect when the election is made.
3.2 Interest Periods. At any time when the Borrower shall select, convert to or renew a LIBOR Rate Option, the Borrower shall notify the
Administrative Agent thereof at least three (3) Business Days prior to the effective date of such LIBOR Rate Option by delivering a Loan
Request. The notice shall specify an Interest Period during which such Interest Rate Option shall apply. Notwithstanding the preceding
sentence, the following provisions shall apply to any selection of, renewal of, or conversion to a LIBOR Rate Option:
3.2.1 Amount of Borrowing Tranche. Each Borrowing Tranche of Loans under the LIBOR Rate Option shall be in integral multiples
of $500,000 and not less than $1,000,000; and
3.2.2 Renewals. In the case of the renewal of a LIBOR Rate Option at the end of an Interest Period, the first day of the new Interest
Period shall be the last day of the preceding Interest Period, without duplication in payment of interest for such day. For the elimination of any
doubt, in the case of the renewal of a LIBOR Rate Option at the end of an Interest Period, interest shall be deemed to accrue for the last day of
the preceding Interest Period only, and shall not be deemed to accrue for the first day of the new Interest Period.
3.3 Interest After Default. To the extent permitted by Law, upon the occurrence of an Event of Default and until such time such Event of
Default shall have been cured or waived:
3.3.1 Letter of Credit Fees, Interest Rate. The Letter of Credit Fees and the rate of interest for each Loan otherwise applicable
pursuant to Section 2.9.2 [Letter of Credit Fees] or Section 3.1 [Interest Rate Options], respectively, shall be increased by 2.0% per annum;
3.3.2 Other Obligations. Each other Obligation hereunder if not paid when due shall bear interest at a rate per annum equal to the
sum of the rate of interest applicable under the Revolving Credit Base Rate Option plus an additional 2.0% per annum from the time such
Obligation becomes due and payable and until it is paid in full; and
3.3.3 Acknowledgment. The Borrower acknowledges that the increase in rates referred to in this Section 3.3 reflects, among other
things, the fact that such Loans or other amounts have become a substantially greater risk given their default status and that the Lenders are
entitled to additional
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compensation for such risk; and all such interest shall be payable by Borrower upon demand by Administrative Agent.
3.4 LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available.
3.4.1 Unascertainable. If on any date on which a LIBOR Rate would otherwise be determined, the Administrative Agent shall have
reasonably determined that:
(i) adequate and reasonable means do not exist for ascertaining such LIBOR Rate, or
(ii) a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to
the LIBOR Rate, then the Administrative Agent shall have the rights specified in Section 3.4.3 [Administrative Agent’s and Lender’s Rights].
3.4.2 Illegality; Increased Costs; Deposits Not Available. If at any time any Lender shall have reasonably determined that:
(i) the making, maintenance or funding of any Loan to which a LIBOR Rate Option applies has been made impracticable or
unlawful by compliance by such Lender in good faith with any Law or any interpretation or application thereof by any Official Body or with
any request or directive of any such Official Body (whether or not having the force of Law), or
(ii) such LIBOR Rate Option will not adequately and fairly reflect the cost to such Lender of the establishment or
maintenance of any such Loan, or
(iii) after making all reasonable efforts, deposits of the relevant amount in Dollars for the relevant Interest Period for a Loan,
or to banks generally, to which a LIBOR Rate Option applies, respectively, are not available to such Lender with respect to such Loan, or to
banks generally, in the interbank eurodollar market, then the Administrative Agent shall have the rights specified in Section 3.4.3
[Administrative Agent’s and Lender’s Rights].
3.4.3 Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 3.4.1 [Unascertainable] above, the
Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in Section 3.4.2
[Illegality; Increased Costs; Deposits Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a
certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such
notice and certificate to the other Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier
than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or
(B) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a LIBOR Rate Option
shall be suspended until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the
Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to
such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 3.4.1
[Unascertainable] and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a LIBOR
Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of,
conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative
Agent of a determination under Section 3.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrower shall, subject to the
Borrower’s indemnification Obligations under Section 4.12 [Indemnity], as to any Loan of the Lender to which a LIBOR Rate Option
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applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan
or prepay such Loan in accordance with Section 4.6 [Voluntary Prepayments]. Absent due notice from the Borrower of conversion or
prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such
specified date.
3.5 Selection of Interest Rate Options. If the Borrower fails to select a new Interest Period to apply to any Borrowing Tranche of Loans
under the LIBOR Rate Option at the expiration of an existing Interest Period applicable to such Borrowing Tranche in accordance with the
provisions of Section 3.2 [Interest Periods], the Borrower shall be deemed to have converted such Borrowing Tranche to the Revolving Credit
Base Rate Option commencing upon the last day of the existing Interest Period.
4. PAYMENTS
4.1 Payments. All payments and prepayments to be made in respect of principal, interest, Commitment Fees, Letter of Credit Fees,
Administrative Agent’s Fee or other fees or amounts due from the Borrower hereunder shall be payable prior to 11:00 a.m. on the date when
due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without set-off,
counterclaim or other deduction of any nature, and an action therefor shall immediately accrue. Such payments shall be made to the
Administrative Agent at the Principal Office for the account of PNC Bank with respect to the Swing Loans and for the ratable accounts of the
Lenders with respect to the Revolving Credit Loans in U.S. Dollars and in immediately available funds, and the Administrative Agent shall
promptly distribute such amounts to the Lenders in immediately available funds; provided that in the event payments are received by 11:00
a.m. by the Administrative Agent with respect to the Loans and such payments are not distributed to the Lenders on the same day received by
the Administrative Agent, the Administrative Agent shall pay the Lenders the Federal Funds Effective Rate with respect to the amount of
such payments for each day held by the Administrative Agent and not distributed to the Lenders. The Administrative Agent’s and each
Lender’s statement of account, ledger or other relevant record shall, in the absence of manifest error, be conclusive as the statement of the
amount of principal of and interest on the Loans and other amounts owing under this Agreement and shall be deemed an “account stated.”
4.2 Pro Rata Treatment of Lenders. Each borrowing shall be allocated to each Lender according to its Ratable Share, and each selection
of, conversion of or renewal of any Interest Rate Option and each payment or prepayment by the Borrower with respect to principal, interest,
Commitment Fees, Letter of Credit Fees, or other fees (except for the Administrative Agent’s Fee) or amounts due from the Borrower hereunder
to the Lenders with respect to the Loans, shall (except as provided in Section 3.4.3 [Administrative Agent’s and Lender’s Rights] in the case of
an event specified in Section 3.4 [LIBOR Rate Unascertainable; Etc.] or 4.6.2 [Replacement of a Lender] or 4.10 [Increased Costs; Indemnity])
be made in proportion to the applicable Loans outstanding from each Lender and, if no such Loans are then outstanding, in proportion to the
Ratable Share of each Lender. Notwithstanding any of the foregoing, each borrowing or payment or prepayment by the Borrower of principal,
interest, fees or other amounts from the Borrower with respect to Swing Loans shall be made by or to PNC Bank according to Section 2.6.5.
4.3 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff, counterclaim or banker’s lien, by receipt of
voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any principal of or interest
on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its
Loans and accrued interest thereon or other such obligations greater than its Ratable Share thereof as provided herein, then the Lender
receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value)
participations in the Loans
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and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans
and other amounts owing them, provided that:
(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any,
required by Law (including court order) to be paid by the Lender or the holder making such purchase; and
(ii) the provisions of this Section 4.3 shall not be construed to apply to (x) any payment made by the Loan Parties pursuant to and
in accordance with the express terms of the Loan Documents or (y) any payment obtained by a Lender as consideration for the assignment of
or sale of a participation in any of its Loans or Participation Advances to any assignee or participant, other than to the Borrower or any
Subsidiary thereof (as to which the provisions of this Section 4.3 shall apply).
Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation.
4.4 Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that the
Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may be, the
amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Lender, as the case
may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing
Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to
the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.
4.5 Interest Payment Dates. Interest on Loans to which the Base Rate Option applies shall be due and payable in arrears on each
Payment Date. Interest on Loans to which the LIBOR Rate Option applies shall be due and payable on the last day of each Interest Period for
those Loans and, if such Interest Period is longer than three (3) Months, also on the 90th day of such Interest Period. Interest on mandatory
prepayments of principal under Section 4.7 [Mandatory Prepayments] shall be due on the date such mandatory prepayment is due. Interest on
the principal amount of each Loan or other monetary Obligation shall be due and payable on demand after such principal amount or other
monetary Obligation becomes due and payable (whether on the stated Expiration Date, upon acceleration or otherwise).
4.6 Voluntary Prepayments.

4.6.1 Right to Prepay. The Borrower shall have the right at its option from time to time to prepay the Loans in whole or part without
premium or penalty (except as provided in Section 4.6.2 [Replacement of a Lender] below, in Section 4.10 [Increased Costs] and Section 4.12
[Indemnity]). Whenever the Borrower desires to prepay any part of the Loans, it shall provide a prepayment notice to the Administrative
Agent by 1:00 p.m. at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans or no later than 12:00 noon,
Pittsburgh time, on the date of prepayment of Swing Loans, setting forth the following information:
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(x) the date, which shall be a Business Day, on which the proposed prepayment is to be made;
(y) a statement indicating the application of the prepayment between the Revolving Credit Loans and Swing Loans; and
(z) the total principal amount of such prepayment, which shall not be less than $100,000 for any Swing Loan or $500,000 for
any Revolving Credit Loan.
All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given,
together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable
on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in
Section 3.4.3 [Administrative Agent’s and Lender’s Rights], if the Borrower prepays a Loan but fails to specify the applicable Borrowing
Tranche which the Borrower is prepaying, the prepayment shall be applied first to Loans to which the Base Rate Option applies, then to Loans
to which the LIBOR Rate Option applies. Any prepayment hereunder shall be subject to the Borrower’s Obligation to indemnify the Lenders
under Section 4.12 [Indemnity].
4.6.2 Replacement of a Lender. In the event (a) PNC Bank resigns as Administrative Agent pursuant to Section 9.6 [Resignation of
Administrative Agent] or (b) any Lender (i) gives notice under Section 3.4 [LIBOR Rate Unascertainable, Etc.], (ii) requests compensation
under Section 4.10 [Increased Costs], or requires the Borrower to pay any additional amount to any Lender or any Official Body for the
account of any Lender pursuant to Section 4.11 [Taxes], (iii) is a Non-Complying Lender or otherwise, (iv) becomes subject to the control of an
Official Body (other than normal and customary supervision), or (v) is a Non-Consenting Lender referred to in Section 10.1 [Modifications,
Amendments or Waivers] then in any such event the Borrower may, at its sole expense, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 10.8[Successors and Assigns]), all of its interests, rights and obligations under this Agreement and the related
Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment), provided that:
(i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.8 [Successors and
Assigns];
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and Participation
Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents
(including any amounts under Section 4.12 [Indemnity]) from the assignee (to the extent of such outstanding principal and accrued interest
and fees) or the Borrower (in the case of all other amounts);
(iii) in the case of any such assignment resulting from a claim for compensation under Section 4.10.1 [Increased Costs Generally] or
payments required to be made pursuant to Section 4.11 [Taxes], such assignment will result in a reduction in such compensation or payments
thereafter; and
(iv) such assignment does not conflict with applicable Law.
Except in the case of an assignment required by Section 9.6 [Resignation of Administrative Agent], a Lender shall not be required to make any
such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such assignment and delegation cease to apply.
4.7 Mandatory Prepayments. Whenever the outstanding principal balance of Revolving Credit Loans by the Lenders plus the aggregate
undrawn face amount of outstanding Letters of Credit
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issued pursuant to Section 2.9 plus the outstanding principal balance of the Swing Loans exceed the Borrowing Base, the Borrower shall make,
within one (1) Business Day after the Borrower learns of such excess and whether or not the Administrative Agent has given notice to such
effect, a mandatory prepayment of principal equal to the excess of the outstanding principal balance of the Revolving Credit Loans plus the
aggregate undrawn face amount of outstanding Letters of Credit plus the outstanding principal balance of the Swing Loans over the
Borrowing Base, together with accrued interest on such principal amounts.
4.8 Receipt and Application of Payment. If an Event of Default shall have occurred and be continuing beyond any applicable grace or
cure period, and upon three (3) Business Days prior written notice to the Borrower from the Administrative Agent, the Borrower shall notify all
Account Receivable Debtors to make all payments due from them to the Borrower directly to a lockbox for collection pursuant to the Lockbox
Agreement (the “Cash Collateral Account”). In the event the Borrower (or any of its Affiliates, shareholders, directors, officers, employees,
Administrative Agents or those Person acting for or in concert with the Borrower) shall receive any cash, checks, notes, drafts or other similar
items of payment relating to or constituting the Collateral (or proceeds thereof), no later than the first Business Day following receipt thereof,
the Borrower shall (i) deposit or cause the same to be deposited, in kind, in the Cash Collateral Account established by the Borrower with the
Administrative Agent or such other depository as may be designated in writing by the Administrative Agent (the “Depository”), from which
account the Administrative Agent alone shall have sole power of withdrawal, and with respect to which the Depository shall waive any rights
of set off, and (ii) forward to the Administrative Agent on a daily basis, a collection report in form and substance reasonably satisfactory to
the Administrative Agent and, at the Administrative Agent’s request, copies of all such items and deposit slips related thereto. All cash,
notes, checks, drafts or similar items of payment by or for the account of the Borrower shall be the sole and exclusive property of the Lenders
immediately upon the earlier of the receipt of such items by the Administrative Agent or the Depository or the receipt of such items by the
Borrower; provided, however, that for the purpose of computing interest hereunder such items shall be deemed to have been collected and
shall be applied by the Administrative Agent on account of the Loans one (1) Business Day after receipt by the Administrative Agent (subject
to correction for any items subsequently dishonored for any reason whatsoever). All funds in the Cash Collateral Account, including all
payments made by or on behalf of and all credits due the Borrower, may be applied and reapplied in whole or in part to any of the Loans to the
extent and in the manner the Administrative Agent deems advisable.
4.9 Collections; Administrative Agent’s Right to Notify Account Receivable Debtors. The Borrower hereby authorizes the
Administrative Agent, now and at any time or times hereafter, to (i) after the occurrence and during the continuation of any Event of Default
and beyond any applicable grace or cure period, notify any or all Account Receivable Debtors that the Accounts Receivable have been
assigned to the Lenders and that the Lenders have a security interest therein, and (ii) direct such Account Receivable Debtors to make all
payments due from them to the Borrower upon the Accounts Receivable directly to the Administrative Agent or to a lockbox designated by
the Administrative Agent. The Administrative Agent shall promptly furnish the Borrower with a copy of any such notice sent. Any such
notice, in the Administrative Agent’s sole discretion, may be sent on the Borrower’s stationery, in which event the Borrower shall co-sign
such notice with the Administrative Agent. To the extent that any Law or custom or any contract or agreement with any Account Receivable
Debtor requires notice to or the approval of the Account Receivable Debtor in order to perfect such assignment of a security interest in
Accounts Receivable, the Borrower agrees to give such notice or use commercially reasonable efforts to obtain such approval.
4.10 Increased Costs.

4.10.1 Increased Costs Generally. If any Change in Law shall:
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(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement
reflected in the LIBOR Rate) or the Issuing Lender;
(ii) subject any Lender or the Issuing Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of
Credit, any participation in a Letter of Credit or any Loan under the LIBOR Rate Option made by it, or change the basis of taxation of payments
to such Lender or the Issuing Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 4.11 [Taxes] and the
imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the Issuing Lender); or
(iii) impose on any Lender or the Issuing Lender or the London interbank market any other condition, cost or expense
affecting this Agreement or Loan under the LIBOR Rate Option made by such Lender or any Letter of Credit or participation therein;
and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan under the LIBOR Rate
Option (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Lender of participating
in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the
amount of any sum received or receivable by such Lender or the Issuing Lender hereunder (whether of principal, interest or any other amount)
in each case, in an amount deemed to be material by such Lender or Issuing Lender, then, upon request of such Lender or the Issuing Lender,
the Borrower will pay to such Lender or the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such
Lender or the Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered.
4.10.2 Capital Requirements. If any Lender or the Issuing Lender reasonably determines that any Change in Law affecting such
Lender or the Issuing Lender or any lending office of such Lender or such Lender’s or the Issuing Lender’s holding company, if any,
regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s capital or
on the capital of such Lender’s or the Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of
such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing
Lender, to a level below that which such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Lender’s policies and the policies of such
Lender’s or the Issuing Lender’s holding company with respect to capital adequacy), in each case, in an amount deemed to be material by
such Lender or Issuing Lender, then from time to time the Borrower will pay to such Lender or the Issuing Lender, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding
company for any such reduction suffered.
4.10.3 Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans. A certificate of a Lender or the
Issuing Lender reasonably setting forth in sufficient detail for calculation the amount or amounts necessary to compensate such Lender or the
Issuing Lender or its holding company, as the case may be, as specified in Sections 4.10.1 [Increased Costs Generally] or 4.10.2 [Capital
Requirements] and delivered to the Borrower shall be conclusive absent manifest error. In determining such amounts, a Lender or Issuing
Lender may use reasonable averaging or attribution methods. The Borrower shall pay such Lender or the Issuing Lender, as the case may be,
the amount shown as due on any such certificate within ten (10) days after receipt thereof.
4.10.4 Delay in Requests. Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to this
Section shall not constitute a waiver of such Lender’s or
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the Issuing Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the
Issuing Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date
that such Lender or the Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or
reductions and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of
retroactive effect thereof).
4.11 Taxes.
4.11.1 Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any
other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided
that if the Borrower shall be required by applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments,
then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, each Lender or Issuing Lender, as the case may be, receives an amount
equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the
Borrower shall timely pay the full amount deducted to the relevant Official Body in accordance with applicable Law.
4.11.2 Payment of Other Taxes by the Borrower. Without limiting the provisions of Section 4.11.1 [Payments Free of Taxes] above,
the Borrower shall timely pay any Other Taxes to the relevant Official Body in accordance with applicable Law.
4.11.3 Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing
Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender or
the Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether
or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Official Body. A certificate as to the
amount of such payment or liability and reasonably describing the basis for such determination delivered to the Borrower by a Lender or the
Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the
Issuing Lender, shall be conclusive absent manifest error.
4.11.4 Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a
Official Body, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Official Body
evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.
4.11.5 Status of Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the Law of
the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments
hereunder or under any other Loan Document shall deliver to the Borrower (with a duplicate original or copy as requested by the
Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation prescribed by applicable Law as will permit such payments to be made without
withholding or at a reduced rate of withholding. Notwithstanding the submission of a such documentation claiming a reduced rate of or
exemption from U.S. withholding tax, the Administrative Agent shall be entitled to withhold United States federal income taxes at the full 30%
withholding rate if in its reasonable judgment
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it is required to do so under the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the United States Income
Tax Regulations. Further, the Administrative Agent is indemnified under § 1.1461-1(e) of the United States Income Tax Regulations against
any claims and demands of any Lender or assignee or participant of a Lender for the amount of any tax it deducts and withholds in accordance
with regulations under § 1441 of the Internal Revenue Code. In addition, any Lender, if requested by the Borrower or the Administrative
Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative
Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or
information reporting requirements.
Without limiting the generality of the foregoing, in the event that the Borrower is resident for tax purposes in the United
States of America, any Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of originals or copies as
shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from
time to time thereafter upon the request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do
so), whichever of the following is applicable:
(i) duly completed copies of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United
States of America is a party,
(ii) duly completed copies of IRS Form W-8ECI,
(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the
Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a
“10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation”
described in section 881(c)(3)(C) of the Code and (y) duly completed copies of IRS Form W-8BEN, or
(iv) any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States
Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Law to permit
the Borrower to determine the withholding or deduction required to be made.
4.12 Indemnity. In addition to the compensation or payments required by Section 4.10 [Increased Costs] or Section 4.11 [Taxes], the
Borrower shall indemnify each Lender against all liabilities, losses or expenses (including loss of margin, any loss or expense incurred in
liquidating or employing deposits from third parties and any loss or expense incurred in connection with funds acquired by a Lender to fund or
maintain Loans subject to a LIBOR Rate Option) which such Lender sustains or incurs as a consequence of any:
(i) payment, prepayment, conversion or renewal of any Loan to which a LIBOR Rate Option applies on a day other than the last day
of the corresponding Interest Period (whether or not such payment or prepayment is mandatory, voluntary or automatic and whether or not
such payment or prepayment is then due),
(ii) attempt by the Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Loan Requests
under Section 2.5 [Revolving Credit Loan Requests] or Section 3.2 [Interest Periods] or notice relating to prepayments under Section 4.6
[Voluntary Prepayments], or
(iii) default by the Borrower in the performance or observance of any covenant or condition contained in this Agreement or any
other Loan Document, including any failure of the Borrower
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to pay when due (by acceleration or otherwise) any principal, interest, Commitment Fee or any other amount due hereunder.
If any Lender sustains or incurs any such loss or expense, it shall from time to time notify the Borrower of the amount determined in
good faith by such Lender (which determination may include such assumptions, allocations of costs and expenses and averaging or
attribution methods as such Lender shall deem reasonable) to be necessary to indemnify such Lender for such loss or expense. Such notice
shall set forth in reasonable detail the basis for such determination and shall be conclusive and binding absent manifest error. Such amount
shall be due and payable by the Borrower to such Lender ten (10) Business Days after such notice is given.
4.13 Settlement Date Procedures. In order to minimize the transfer of funds between the Lenders and the Agent, the Borrower may
borrow, repay and reborrow Swing Loans and PNC Bank may make Swing Loans as provided in Section 2.1.2 hereof during the period between
Settlement Dates. Not later than 1:00 p.m. on each Settlement Date, the Agent shall notify each Lender of its Ratable Share of the total of the
Revolving Credit Loans and the Swing Loans (each a “Required Share”). Prior to 2:00 p.m., Pittsburgh time, on such Settlement Date, each
Lender shall pay to the Agent the amount equal to the difference between its Required Share and its Revolving Credit Loans, and the Agent
shall pay to each Lender its Ratable Share of all payments made by the Borrower to the Administrative Agent with respect to the Revolving
Credit Loans. The Administrative Agent shall also effect settlement in accordance with the foregoing sentence on the proposed Borrowing
Dates for Revolving Credit Loans and on dates of repayment pursuant to Section 4.7 [Mandatory Prepayments] and may at its option effect
settlement on any other Business Day. These settlement procedures are established solely as a matter of administrative convenience, and
nothing contained in this Section 4.13 shall relieve the Lender of their obligations to fund Revolving Credit Loans on dates other than a
Settlement Date pursuant to Section 2.1.2. The Agent may at any time at its option for any reason whatsoever require each Lender to pay
immediately to the Agent such Lender’s Ratable Share of the outstanding Revolving Credit Loans and each Lender may at any time require the
Agent to pay immediately to such Lender its Ratable Share of all payments made by the borrower to the Agent with respect to the Revolving
Credit Loans.
5. REPRESENTATIONS AND WARRANTIES
5.1 Representations and Warranties. The Loan Parties, jointly and severally, represent and warrant to the Administrative Agent and each
of the Lenders as follows:
5.1.1 Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan
Party and each Subsidiary of each Loan Party (i) is a corporation, partnership or limited liability company duly organized, validly existing and
in good standing under the laws of its jurisdiction of organization, (ii) has the lawful power to own or lease its properties and to engage in the
business it presently conducts or proposes to conduct, (iii) is duly licensed or qualified and in good standing in each jurisdiction listed on
Schedule 5.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both
makes such licensing or qualification necessary, (iv) has full power to enter into, execute, deliver and carry out this Agreement and the other
Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under
the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part, (v) is in
compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 5.1.14
[Environmental Matters]) in all jurisdictions in which any Loan Party or Subsidiary of any Loan Party is presently or will be doing business
except where the failure to do so would not constitute a Material Adverse Change, and (vi) has good and marketable title to or valid leasehold
interest in all properties, assets and other rights which it purports to own or lease or which are
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reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens. No Event of
Default or Potential Default exists or is continuing.
5.1.2 Subsidiaries and Owners; Investment Companies. Schedule 5.1.2 states (i) the name of each of the Borrower’s Subsidiaries, its
jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”),
and (ii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i). The Borrower and
each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each
case of any Lien and all such Subsidiary Equity Interests been validly issued, fully paid and nonassessable. None of the Loan Parties or
Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940
or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become
such an “investment company” or under such “control.”
5.1.3 Validity and Binding Effect. This Agreement and each of the other Loan Documents (i) has been duly and validly executed
and delivered by each Loan Party, and (ii) constitutes, or will constitute, legal, valid and binding obligations of each Loan Party which is or will
be a party thereto, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair
dealing.
5.1.4 No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan
Documents by any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and
provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions
of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability
company agreement or other organizational documents of any Loan Party or (ii) any Law or any material agreement or instrument or order, writ,
judgment, injunction or decree to which any Loan Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or
to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or
hereafter acquired) of any Loan Party or any of its Subsidiaries (other than Liens granted under the Loan Documents). There is no default
under such material agreement (referred to above) and none of the Loan Parties or their Subsidiaries is bound by any contractual obligation, or
subject to any restriction in any organization document, or any requirement of Law which could result in a Material Adverse Change. No
consent, approval, exemption, order or authorization of, or a registration or filing with, any Official Body or any other Person is required by any
Law or any agreement in connection with the execution, delivery and carrying out of this Agreement and the other Loan Documents.
5.1.5 Litigation. Except as set forth in Schedule 5.1.5, there are no actions, suits, proceedings or investigations pending or, to the
actual knowledge of any Loan Party, threatened in writing against such Loan Party or any Subsidiary of such Loan Party at law or in equity
before any Official Body which individually or in the aggregate may reasonably be expected to result in any Material Adverse Change. None
of the Loan Parties or any Subsidiaries of any Loan Party is in violation of any order, writ, injunction or any decree of any Official Body which
may reasonably be expected to result in any Material Adverse Change.
5.1.6 Financial Statements.

(i) Historical Statements. The Borrower has delivered to the Administrative Agent copies of its audited consolidated year-
end financial statements for and as of the end of the three (3)
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fiscal years ended December 31, 2007. In addition, the Borrower has delivered to the Administrative Agent copies of its unaudited
consolidated interim financial statements for the fiscal year to date and as of the end of the fiscal quarter ended September 30, 2008 (all such
annual and interim statements being collectively referred to as the “Statements”). The Statements were compiled from the books and records
maintained by the Borrower’s management, are correct and complete and fairly represent, in all material respects, the consolidated financial
condition of the Borrower and its Subsidiaries as of the respective dates thereof and the results of operations for the fiscal periods then ended
and have been prepared in accordance with GAAP consistently applied, subject (in the case of the interim statements) to normal year-end
audit adjustments.
(ii) Accuracy of Financial Statements. Neither the Borrower nor any Subsidiary of the Borrower has any liabilities,
contingent or otherwise, or forward or long-term commitments that are not disclosed in the Statements or in the notes thereto, and except as
disclosed therein there are no unrealized or anticipated losses from any commitments of the Borrower or any Subsidiary of the Borrower which
may cause a Material Adverse Change. Since December 31, 2007, no Material Adverse Change has occurred.
5.1.7 Margin Stock. None of the Loan Parties or any Subsidiaries of any Loan Party engages or intends to engage principally, or as
one of its important activities, in the business of extending credit for the purpose, immediately, incidentally or ultimately, of purchasing or
carrying margin stock (within the meaning of Regulation U, T or X as promulgated by the Board of Governors of the Federal Reserve System).
No part of the proceeds of any Loan has been or will be used, immediately, incidentally or ultimately, to purchase or carry any margin stock or
to extend credit to others for the purpose of purchasing or carrying any margin stock or which is inconsistent with the provisions of the
regulations of the Board of Governors of the Federal Reserve System. None of the Loan Parties or any Subsidiary of any Loan Party holds or
intends to hold margin stock in such amounts that more than 25% of the reasonable value of the assets of any Loan Party or Subsidiary of any
Loan Party are or will be represented by margin stock.
5.1.8 Full Disclosure. Neither this Agreement nor any other Loan Document, nor any certificate, statement, agreement or other
documents furnished to the Administrative Agent or any Lender in connection herewith or therewith, contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the statements contained herein and therein, in light of the
circumstances under which they were made, not misleading.
5.1.9 Taxes. All federal, state, local and other tax returns required to have been filed with respect to each Loan Party and each
Subsidiary of each Loan Party have been filed, and payment or adequate provision has been made for the payment of all taxes, fees,
assessments and other governmental charges which have or may become due pursuant to said returns or to assessments received, except to
the extent that such taxes, fees, assessments and other charges are being contested in good faith by appropriate proceedings diligently
conducted and for which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made.
5.1.10 Patents, Trademarks, Copyrights, Licenses, Etc. Except as disclosed on Schedule 5.1.10, each Loan Party and each Subsidiary
of each Loan Party owns or possesses all the material Patents, Trademarks, service marks, trade names, Copyrights, licenses, registrations,
franchises, permits and rights necessary to own and operate its properties and to carry on its business as presently conducted and planned to
be conducted by such Loan Party or Subsidiary, without actually known possible, alleged or actual material conflict with the rights of others.
5.1.11 Liens in the Collateral. Except to the extent disclosed on Schedule 1.1(P) and subject to Permitted Liens, the Liens in the
Collateral granted to the Administrative Agent for the benefit of the Lenders pursuant to the Pledge Agreement and the Security Agreement
(collectively, the
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“Collateral Documents”) constitute and will continue to constitute first priority perfected Liens. All filing fees and other expenses in
connection with the perfection of such Liens have been or will be paid by the Borrower.
5.1.12 Insurance. The properties of each Loan Party and each of its Subsidiaries are insured pursuant to policies and other bonds
which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts
sufficient to insure the assets and risks of each such Loan Party and Subsidiary in accordance with prudent business practice in the industry
of such Loan Parties and Subsidiaries.
5.1.13 ERISA Compliance. (i) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code
and other federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination
letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of
Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. Borrower and each ERISA Affiliate have made
all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.
(ii) No ERISA Event has occurred or is reasonably expected to occur; (a) no Pension Plan has any unfunded pension liability (i.e.
excess of benefit liabilities over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for
funding the Pension Plan for the applicable plan year); (b) neither Borrower nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007
of ERISA); (c) neither Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred
which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect
to a Multiemployer Plan; and (d) neither Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069
or 4212(c) of ERISA.
5.1.14 Environmental Matters. Each Loan Party is and, to the actual knowledge of each respective Loan Party, each of its
Subsidiaries is and has been in compliance in all material respects with applicable Environmental Laws except as disclosed on Schedule 5.1.14;
provided that such matters so disclosed could not in the aggregate result in a Material Adverse Change.
5.2 Updates to Schedules Upon Borrowing. Should any of the information or disclosures provided on any of the Schedules attached
hereto become outdated or incorrect in any material respect, the Borrower shall provide the Administrative Agent in writing with such
revisions or updates to such Schedule as may be reasonably necessary or appropriate to update or correct same together with any request for
a Revolving Credit Loan, a request for a Swing Line Loan, a request for a Letter of Credit or the delivery of any Compliance Certificate;
provided, however, that no Schedule shall be deemed to have been amended, modified or superseded by any such correction or update, nor
shall any breach of warranty or representation resulting from the inaccuracy or incompleteness of any such Schedule be deemed to have been
cured thereby, unless and until the Required Lenders, in their reasonable discretion, shall have accepted in writing such revisions or updates
to such Schedule.
6. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT
The obligation of each Lender to make Loans and of the Issuing Lender to issue Letters of Credit hereunder is subject to the performance
by each of the Loan Parties of its Obligations to be performed hereunder at or prior to the making of any such Loans or issuance of such
Letters of Credit and to the satisfaction of the following further conditions:
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6.1 First Loans and Letters of Credit.

6.1.1 Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance
satisfactory to the Administrative Agent:
(i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date,
showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date
and consummation of the transactions contemplated hereby.
(ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a) the
representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are in compliance with each of the
covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred
since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.
(iii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties,
certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents;
(b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational
documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together
with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where
organized or qualified to do business.
(iv) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing
statements and appropriate stock powers and certificates evidencing the pledged Collateral.
(v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule
6.1.1.
(vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with
additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the
Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.
(vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to
the Closing Date, signed by an Authorized Officer of Borrower.
(viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid
and (c) all Liens securing such Existing Credit Obligations have been released.
(ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without
limitation, those fees set forth in the Administrative Agent’s Letter.
(x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the
opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent.
(xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of
all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject.
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(xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period
beginning January 1, 2009 and ending on the Expiration Date.
(xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral
location required under the Security Agreement.
(xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may
reasonably request.
6.1.2 Payment of Fees. The Borrower shall have paid all fees payable on or before the Closing Date.
6.2 Each Loan or Letter of Credit. At the time of making any Loans or issuing any Letters of Credit and after giving effect to the proposed
extensions of credit the Administrative Agent shall have received each of the following:
(i) A Borrowing Base Certificate, in form and substance satisfactory to the Administrative Agent, prepared as of the last Business
Day of the month immediately preceding the month in which the request is made, showing total unused availability under the Revolving Credit
Commitments, after giving effect to the Loans to be made or the Letters of Credit to be issued.
(ii) Satisfaction of the conditions set forth in Section 6.1.1(ii), (ix), (x) and (xi).
(iii) The making of the Loans or issuance of such Letter of Credit shall not contravene any Law applicable to any Loan Party or
Subsidiary of any Loan Party or any of the Lenders.
(iv) A duly executed and completed Loan Request or to the Issuing Lender an application for a Letter of Credit, as the case may be,
each in a form and substance satisfactory to the Administrative Agent.
(v) Any update to Schedules required by Section 5.2 [Updates to Schedules Upon Borrowing].
7. COVENANTS
The Loan Parties, jointly and severally, covenant and agree that until Payment in Full, the Loan Parties shall comply at all times with
the following covenants:
7.1 Affirmative Covenants.
7.1.1 Preservation of Existence, Etc. Subject to Schedule 7.2.8, each Loan Party shall, and shall cause each of its Significant
Subsidiaries to, maintain its legal existence as a corporation, limited partnership or limited liability company and its license or qualification and
good standing in each jurisdiction in which its ownership or lease of property or the nature of its business makes such license or qualification
necessary, except as otherwise expressly permitted in Section 7.2.5 [Liquidations, Mergers, Etc.].
7.1.2 Payment of Liabilities, Including Taxes, Etc. Each Loan Party shall, and shall cause each of its Subsidiaries to, duly pay and
discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and payable,
including all taxes, assessments and governmental charges upon it or any of its properties, assets, income or profits, prior to the date on which
penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or charges, are being contested in good faith
and by appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be
required by GAAP shall have been made.
7.1.3 Maintenance of Insurance. Each Loan Party shall, and shall cause each of its Subsidiaries to, insure its properties and assets
against loss or damage by fire and such other insurable
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hazards as such assets are commonly insured (including fire, extended coverage, property damage, workers’ compensation, public liability and
business interruption insurance) and against other risks in such amounts as such party reasonably deems appropriate with reputable and
financially sound insurers, including self-insurance to the extent customary, all subject to the reasonable discretion of the Administrative
Agent. The Loan Parties shall comply with the covenants and provide the endorsement set forth on Schedule 7.1.3 relating to property and
related insurance policies covering the Collateral.
7.1.4 Maintenance of Properties and Leases. Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in good
repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar
character and size, all of those properties useful or necessary to its business, and from time to time, such Loan Party will make or cause to be
made all appropriate repairs, renewals or replacements thereof.
7.1.5 Visitation Rights. Each Loan Party shall, and shall cause each of its Subsidiaries to, permit any of the officers or authorized
employees or representatives of the Administrative Agent or any of the Lenders to visit and inspect any of its properties and to examine and
make excerpts from its books and records and discuss its business affairs, finances and accounts with its officers, all in such detail and at such
times during customary business hours and as often as any of the Lenders may reasonably request, provided that each Lender shall provide
the Borrower and the Administrative Agent with reasonable notice prior to any visit or inspection. In the event any Lender desires to conduct
an audit of any Loan Party, such Lender shall make a reasonable effort to conduct such audit contemporaneously with any audit to be
performed by the Administrative Agent.
7.1.6 Keeping of Records and Books of Account. The Borrower shall, and shall cause each Subsidiary of the Borrower to, maintain
and keep proper books of record and account which enable the Borrower and its Subsidiaries to issue financial statements in accordance with
GAAP and as otherwise required by applicable Laws of any Official Body having jurisdiction over the Borrower or any Subsidiary of the
Borrower, and in which full, true and correct entries shall be made in all material respects of all its dealings and business and financial affairs.
7.1.7 Compliance with Laws; Use of Proceeds. Each Loan Party shall, and shall cause each of its Subsidiaries to, comply with all
applicable Laws, including all Environmental Laws, in all material respects; provided that it shall not be deemed to be a violation of this
Section 7.1.7 if any failure to comply with any Law would not result in fines, penalties, remediation costs, other similar liabilities or injunctive
relief which in the aggregate would constitute a Material Adverse Change. The Loan Parties will use the Letters of Credit and the proceeds of
the Loans only in accordance with Section 2.8 [Use of Proceeds] and as permitted by applicable Law.
7.1.8 Further Assurances. Each Loan Party shall, from time to time, at its expense, faithfully preserve and protect the Administrative
Agent’s Lien on and Prior Security Interest, subject to Permitted Liens, if any, in the Collateral whether now owned or hereafter acquired as a
continuing first priority perfected Lien, subject only to Permitted Liens, and shall do such other acts and things as the Administrative Agent in
its sole discretion may deem necessary or advisable from time to time in order to preserve, perfect and protect the Liens granted under the
Loan Documents and to exercise and enforce its rights and remedies thereunder with respect to the Collateral.
7.1.9 Anti-Terrorism Laws. None of the Loan Parties is or shall be (i) a Person with whom any Lender is restricted from doing
business under Executive Order No. 13224 or any other Anti-Terrorism Law, (ii) engaged in any business involved in making or receiving any
contribution of funds, goods or services to or for the benefit of such a Person or in any transaction that evades or avoids, or has the purpose
of evading or avoiding, the prohibitions set forth in any Anti-Terrorism Law, or (iii) otherwise in violation of any Anti-Terrorism Law. The
Loan Parties shall provide to the Lenders any
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certifications or information that a Lender reasonably requests to confirm compliance by the Loan Parties with Anti-Terrorism Laws.
7.1.10 Pledge of equity Interest in Under Armour Europe BV and Under Armour France S.a.r.l. Within thirty (30) days of the Closing
Date, the Borrower shall cause sixty-five percent (65%) of the issued and outstanding equity interests, whether capital stock, shares,
securities, member interests or partnership interests, of each of Under Armour Europe BV and Under Armour France S.a.r.l to be pledged to the
Administrative Agent for the benefit of the Lenders to secure the Obligations.
7.1.11 Landlord’s Waiver. Within thirty (30) days of the Closing Date, the Borrower shall deliver, or cause to be delivered, to the
Administrative Agent, a Landlord’s Waiver for each of the leased locations set forth on Schedule 7.1.11.
7.2 Negative Covenants.
7.2.1 Indebtedness. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time create, incur,
assume or suffer to exist any Indebtedness, except Permitted Indebtedness.
7.2.2 Liens. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time create, incur, assume or
suffer to exist any Lien on any of its property or assets, tangible or intangible, now owned or hereafter acquired, or agree or become liable to
do so (specifically including, for the avoidance of doubt, all of the Trademarks of the Loan Parties), except Permitted Liens.
7.2.3 Guaranties. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time, directly or indirectly,
become or be liable in respect of any Guaranty, or assume, guarantee, become surety for, endorse or otherwise agree, become or remain
directly or contingently liable upon or with respect to any obligation or liability of any other Person, except for (i) Guaranties of Indebtedness
of the Loan Parties permitted hereunder and (ii) guarantees of indebtedness or other obligations of any other Loan Parties or Subsidiaries of
Loan Parties otherwise permitted hereunder.
7.2.4 Loans and Investments. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time make or
suffer to remain outstanding any loan or advance to, or purchase, acquire or own any stock, bonds, notes or securities of, or any partnership
interest (whether general or limited) or limited liability company interest in, or any other investment or interest in, or make any capital
contribution to, any other Person, or agree, become or remain liable to do any of the foregoing, except Permitted Investments.
7.2.5 Liquidations, Mergers, Consolidations, Acquisitions. Each of the Loan Parties shall not, and shall not permit any of its
Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or
otherwise all or substantially all of the assets or capital stock of any other Person; provided that any Loan Party other than the Borrower may
consolidate or merge into another Loan Party which is wholly-owned by one or more of the other Loan Parties. By way of clarification, a Loan
Party may merge with and into the Borrower.
7.2.6 Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell,
convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or
intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general
intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests
of a Subsidiary of such Loan Party), except:
(i) transactions involving the sale or other disposition of inventory in the ordinary course of business;
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(ii) any sale, transfer, lease, or other disposition of assets in the ordinary course of business which are no longer necessary
or required in the conduct of such Loan Party’s or such Subsidiary’s business;
(iii) any sale, transfer or lease of assets by any wholly owned Subsidiary of such Loan Party to another Loan Party;
provided that the 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 wholly owned Subsidiary are executed by the Loan
Party to whom the assets are being transferred;
(iv) any sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets acquired
or leased within the parameters of Permitted Indebtedness; provided such substitute assets are subject to the Lenders’ Prior Security Interest,
subject to Permitted Liens, if any; or
(v) provided no Potential Default or Event of Default exists, transfers to one or more Foreign Subsidiaries of a Loan Party of
those Trademarks of the Loan Parties solely used in connection with sales of such Foreign Subsidiaries outside of the United States of
America; provided, that simultaneously with such transfer, the Loan Parties shall cause the applicable Foreign Subsidiaries to grant to the
Administrative Agent, for the benefit of the Lenders, a license to use the transferred Trademarks on the same basis as set forth in Section 8.2.4.
7.2.7 Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out
any transaction (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other
Person) with an Affiliate of such Person unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary
course of business upon fair and reasonable arm’s-length terms and conditions and is in accordance with all applicable Law.
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 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.
7.2.9 Continuation of or Change in Business. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to,
engage in any business other than the design, development, marketing, sale and distribution of branded performance products and related
businesses, substantially as conducted and operated by such Loan Party or Subsidiary during the present fiscal year, and such Loan Party or
Subsidiary shall not permit any material change in such business.
7.2.10 Fiscal Year. The Borrower shall not, and shall not permit any Subsidiary of the Borrower to, change its fiscal year from the
twelve-month period beginning January 1 and ending December 31; provided, however, that any Subsidiary formed pursuant to Section 7.2.8
may, if permitted by applicable Law, extend its first taxable year beyond December 31 of the year in which it was formed and into the next year,
so long as its fiscal year shall end on December 31 of the next succeeding year and every year thereafter.
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7.2.11 Changes in Organizational Documents. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to,
amend in any respect its certificate of incorporation (including any provisions or resolutions relating to capital stock), by-laws, certificate of
limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents in
any way that would be adverse to the Lenders as determined by the Administrative Agent in its reasonable discretion without obtaining the
prior written consent of the Administrative Agent; provided, however, that a change of the name of a Loan Party or a Subsidiary shall not be
considered adverse to the Lenders hereunder unless and until such Loan Party or Subsidiary fails to give notice thereof to the Administrative
Agent within ten (10) Business Days of any such change.
7.2.12 Minimum Fixed Charge Coverage Ratio. The Loan Parties shall not permit the Fixed Charge Coverage Ratio, calculated as of
the end of each fiscal quarter for the fiscal quarter then ended, to be less than 1.25 to 1.0.
7.2.13 Maximum Leverage Ratio. The Loan Parties shall not at any time permit the Leverage Ratio to exceed 2.5 to 1.0.
7.3 Reporting Requirements. The Loan Parties will furnish or cause to be furnished to the Administrative Agent and each of the Lenders.
7.3.1 Borrowing Base Certificates, Schedules of Accounts Receivable and Inventory. Within twenty (20) calendar days after the
end of each calendar month so long as any Loan is outstanding or each fiscal quarter if no Loan is outstanding, (a) a Borrowing Base
Certificate as of the last day of the immediately preceding month in the form of Exhibit 6.1.1(i) hereto, appropriately completed, executed and
delivered by an Authorized Officer; (b) a Schedule of Accounts Receivable and Schedule of Inventory as of the end of the immediately
preceding month; and (c) the Schedule of Payables.
7.3.2 Quarterly Financial Statements. As soon as available and in any event within forty-five (45) calendar days after the end of
each of the first three fiscal quarters in each fiscal year, financial statements of the Borrower, consisting of a consolidated and consolidating
balance sheet as of the end of such fiscal quarter and related consolidated and consolidating statements of income, stockholders’ equity and
cash flows for the fiscal quarter then ended and the fiscal year through that date, all in reasonable detail and certified (subject to normal year-
end audit adjustments) by any of the Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of the Borrower as having been
prepared in accordance with GAAP, consistently applied, and setting forth in comparative form the respective financial statements for the
corresponding date and period in the previous fiscal year.
7.3.3 Annual Financial Statements. As soon as available and in any event within ninety (90) days after the end of each fiscal year of
the Borrower, financial statements of the Borrower consisting of a consolidated and consolidating balance sheet as of the end of such fiscal
year (which consolidating balance sheets are unaudited but derived from the audited consolidated statements), and related consolidated and
consolidating statements of income, stockholders’ equity and cash flows for the fiscal year then ended (which consolidating statements of
income, stockholders’ equity and cash flows are unaudited but derived from the audited consolidated statements), all in reasonable detail and
setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and, in the case of consolidated
statements only, certified by independent certified public accountants of nationally recognized standing satisfactory to the Administrative
Agent. The certificate or report of accountants shall include any management letters submitted to the Borrower by such independent
accountants in connection with the audit and shall be free of qualifications (other than any consistency qualification that may result from a
change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or
existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant,
agreement or duty of any Loan Party under any of the Loan Documents.
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7.3.4 Certificate of the Borrower. Concurrently with the financial statements of the Borrower furnished to the Administrative Agent
and to the Lenders pursuant to Sections 7.3.2 [Quarterly Financial Statements] and 7.3.3 [Annual Financial Statements], a certificate (each a
“Compliance Certificate”) of the Borrower signed by any of the Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of the
Borrower, in the form of Exhibit 7.3.4.
7.3.5 Notices
7.3.5.1 Default. Promptly after any officer of any Loan Party has learned of the occurrence of an Event of Default or Potential
Default, a certificate signed by an Authorized Officer setting forth the details of such Event of Default or Potential Default and the action
which such Loan Party proposes to take with respect thereto.
7.3.5.2 Litigation. Promptly after the commencement thereof, written notice of all actions, suits, proceedings or
investigations before or by any Official Body or any other Person against any Loan Party or Subsidiary of any Loan Party which relate to the
Collateral, involve a claim or series of claims in excess of $5,000,000 or which if adversely determined would constitute a Material Adverse
Change.
7.3.5.3 Organizational Documents. Within ten (10) Business Days of any amendment to the organizational documents of any
Loan Party.
7.3.5.4 Erroneous Financial Information. Immediately in the event that the Borrower or its accountants conclude or advise
that any previously issued financial statement, audit report or interim review should no longer be relied upon or that disclosure should be
made or action should be taken to prevent future reliance.
7.3.5.5 ERISA Event. Immediately upon the occurrence of any ERISA Event.
7.3.5.6 Qualified Accounts Receivable. Promptly after any Accounts Receivable have been determined by the
Administrative Agent not to meet the requirements set forth on Schedule 1.1(C)(ii)(d), the Borrower shall provide to each of the Lenders the
Schedule of Accounts Receivable and other documentation providing the basis for such determination and the anticipated concentration level
of the Accounts Receivable owed by such individual Account Debtor for the six (6) months following the date of such determination.
7.3.5.7 Other Reports. Promptly upon their becoming available to the Borrower:
(i) Annual Budget. The annual budget and any forecasts or projections of the Borrower, to be supplied not later than
thirty (30) days prior to commencement of the fiscal year to which any of the foregoing may be applicable;
(ii) Management Letters. Any reports including management letters submitted to the Borrower by independent
accountants in connection with any annual, interim or special audit;
(iii) SEC Reports; Shareholder Communications. Reports, including Forms 10-K, 10-Q and 8-K, registration statements
and prospectuses and other shareholder communications, filed by the Borrower with the Securities and Exchange Commission; and
(iv) Other Information. Such other reports and information as any of the Lenders may from time to time reasonably
request.
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8. DEFAULT
8.1 Events of Default. An Event of Default shall mean the occurrence or existence of any one or more of the following events or
conditions (whatever the reason therefor and whether voluntary, involuntary or effected by operation of Law):
8.1.1 Payments Under Loan Documents. The Borrower shall fail to pay any principal of any Loan (including scheduled installments,
mandatory prepayments or the payment due at maturity), Reimbursement Obligation or Letter of Credit or Obligation or any interest on any
Loan , Reimbursement Obligation or Letter of Credit Obligation or any other amount owing hereunder or under the other Loan Documents
within five (5) Business Days of the date on which such principal, interest or other amount becomes due in accordance with the terms hereof
or thereof;
8.1.2 Breach of Warranty. Any representation or warranty made at any time by any of the Loan Parties herein or by any of the Loan
Parties in any other Loan Document, or in any certificate, other instrument or statement furnished pursuant to the provisions hereof or thereof,
shall prove to have been false or misleading in any material respect as of the time it was made or furnished;
8.1.3 Breach of Negative Covenants. Any of the Loan Parties shall default in the observance or performance of any covenant
contained in Section 7.2 [Negative Covenants];
8.1.4 Breach of Other Covenants. Any of the Loan Parties shall default in the observance or performance of any other covenant,
condition or provision hereof or of any other Loan Document and such default shall continue unremedied for a period of thirty (30) days
beyond written notice of same by the Administrative Agent;
8.1.5 Defaults in Other Agreements or Indebtedness. A material default or event of default shall occur at any time under the terms
of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or
Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $2,000,000 in the aggregate, and such breach, default or
event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any
Indebtedness when due (whether at stated maturity, by acceleration or otherwise) or such breach or default permits or causes the acceleration
of any Indebtedness or the termination of any commitment to lend;
8.1.6 Final Judgments or Orders. Any final judgments or orders for the payment of money in excess of $5,000,000 in the aggregate
(other than a judgment which is covered by effective insurance) shall be entered against any Loan Party by a court having jurisdiction in the
premises, which judgment is not discharged, vacated, bonded or stayed pending appeal within a period of thirty (30) days from the date of
entry (or, if stayed pending appeal, shall not have been discharged within thirty (30) days after the entry of a final order of affirmance on
appeal);
8.1.7 Loan Document Unenforceable. Any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable
against the party executing the same or such party’s successors and assigns (as permitted under the Loan Documents) in accordance with the
respective terms thereof or shall in any way be terminated (except in accordance with its terms) or become or be declared ineffective or
inoperative or shall in any way be challenged or contested or cease to give or provide the respective Liens, security interests, rights, titles,
interests, remedies, powers or privileges intended to be created thereby, provided, however, that this Section 8.1.7 shall not apply if such Loan
Document ceases to be legal, valid and binding due to action of an Official Body of general application;
8.1.8 Uninsured Losses; Proceedings Against Assets. There shall occur any material uninsured damage to or loss, theft or
destruction (other than in the ordinary course of business or the write down or write off of assets, inventory or accounts receivable in the
ordinary course of business) of any of the Collateral in excess of $5,000,000 or the Collateral or any other of the Loan Parties’ or any of their
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Subsidiaries’ material assets are attached, seized, levied upon or subjected to a writ or distress warrant; or such come within the possession of
any receiver, trustee, custodian or assignee for the benefit of creditors and the same is not cured within thirty (30) days thereafter;
8.1.9 Events Relating to Plans and Benefit Arrangements. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result in liability of Borrower under Title IV of ERISA to the
Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $1,000,000, or (ii) Borrower or any ERISA Affiliate fails to
pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under
Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $1,000,000, and such condition remains uncured for a
period of thirty (30) days from the date of occurrence;
8.1.10 Change of Control. A Change of Control shall have occurred; and
8.1.11 Relief Proceedings.

(i) A Relief Proceeding shall have been instituted against any Loan Party or Subsidiary of a Loan Party and such Relief
Proceeding shall remain undismissed or unstayed and in effect for a period of thirty (30) consecutive days or such court shall enter a decree or
order granting any of the relief sought in such Relief Proceeding, (ii) any Loan Party or Subsidiary of a Loan Party institutes, or takes any
action in furtherance of, a Relief Proceeding, or (iii) any Loan Party or any Significant Subsidiary of a Loan Party ceases to be Solvent or
admits in writing its inability to pay its debts as they mature.
8.2 Consequences of Event of Default.

8.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an Event of Default specified under
Sections 8.1.1 through 8.1.10 shall occur and be continuing beyond any applicable grace or cure period, the Lenders and the Administrative
Agent shall be under no further obligation to make Loans and the Issuing Lender shall be under no obligation to issue Letters of Credit and
the Administrative Agent may, and upon the request of the Required Lenders, shall (i) by written notice to the Borrower, declare the unpaid
principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower
to the Lenders hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and be immediately due and
payable to the Administrative Agent for the benefit of each Lender without presentment, demand, protest or any other notice of any kind, all
of which are hereby expressly waived, and (ii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest-bearing
account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum
amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the
Administrative Agent and the Lenders, and grants to the Administrative Agent and the Lenders a security interest in, all such cash as security
for such Obligations; and
8.2.2 Bankruptcy, Insolvency or Reorganization Proceedings. If an Event of Default specified under Section 8.1.11 [Relief
Proceedings] shall occur and continue beyond any applicable grace or cure period, the Lenders shall be under no further obligations to make
Loans hereunder and the Issuing Lender shall be under no obligation to issue Letters of Credit and the unpaid principal amount of the Loans
then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and
thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived; and
8.2.3 Set-off. If an Event of Default shall have occurred and be continuing beyond any applicable grace or cure period, each Lender,
the Issuing Lender, and each of their respective Affiliates
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and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 4.3 [Sharing of Payments]
is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any
Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan
Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or
participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or
such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the
branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective
Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender,
the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower
and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the
validity of such setoff and application; and
8.2.4 Limited License. Regardless of whether the Administrative Agent’s security interests in any of the Patents and Copyrights
have attached or are perfected, each of the Loan Parties hereby irrevocably grants to the Administrative Agent, for the benefit of the Lenders,
for use solely by the Administrative Agent (and its agents and representatives) during the existence and continuation of any Event of Default
beyond any applicable grace or cure period, or during the existence and continuation of any subsequent Event(s) of Default beyond any
applicable grace or cure period, a limited royalty-free, non-exclusive license to use such Loan Party’s Trademarks, Copyrights, Patents and
other proprietary and intellectual property rights, solely in connection with the (i) advertisement for sale, and the sale or other disposition of,
any finished goods Inventory by the Administrative Agent in accordance with the provisions of Section 8 of this Agreement, and (ii) the
manufacture, assembly, completion and preparation for sale of any unfinished Inventory by the Administrative Agent in accordance with this
Agreement. Notwithstanding the foregoing, the limited license granted pursuant to this Section 8.2.4 shall not be transferable or sub-licensable
by the Administrative Agent; provided that the Administrative Agent may sublicense such limited license to any contractor for the sole
purpose of performing the actions permitted to be performed by the Administrative Agent pursuant to clauses (i) and (ii) above. In exercising
its rights pursuant to the foregoing clause (ii), the Administrative Agent shall use commercially reasonable efforts to ensure that the quality of
the Inventory that is finished by the Administrative Agent is commensurate with the quality of the other Inventory of the Loan Parties. Any
improvement or changes to such Trademarks, Copyrights, Patents or other proprietary and intellectual property rights resulting from actions
taken by Administrative Agent pursuant to subsections (i) and (ii) of this Section shall inure to the benefit of the respective Loan Party
holding title to the impacted right.
8.2.5 Application of Proceeds. From and after the date on which the Administrative Agent has taken any action pursuant to this
Section 8.2 and until all Obligations of the Loan Parties have been paid in full, any and all proceeds received by the Administrative Agent for
the ratable account of the Lenders and other holders of the Obligations from any sale or other disposition of the Collateral, or any part thereof,
or the exercise of any other remedy by the Administrative Agent, shall be applied as follows:
(i) first, to reimburse the Administrative Agent and the Lenders for out-of-pocket costs, expenses and disbursements,
including reasonable attorneys’ and paralegals’ fees and legal expenses, incurred by the Administrative Agent or the Lenders in connection
with realizing on the Collateral or collection of any Obligations of any of the Loan Parties under any of the Loan Documents, including
advances made by the Lenders or any one of them or the Administrative Agent for the
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reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes,
insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any
of the Collateral;
(ii) second, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and
other Obligations, in such manner as the Administrative Agent may determine in its discretion;
(iii) third, to the payment of that portion of the Obligations constituting unpaid principal of the Loans;
(iv) fourth, to the payment of that portion of the Obligations constituting accrued and unpaid fees and expenses;
(v) fifth, to the Administrative Agent for the account of the Issuing Lender to cash collateralize that portion of the Letter of
Credit Obligations, if any, comprised of the aggregate undrawn amount of Letters of Credit;
(vi) sixth, to the repayment of all Obligations then due and unpaid incurred under Other Lender Provided Financial Service
Products or any Lender Provided Interest Rate Hedge, in such manner as the Administrative Agent may determine in its discretion; and
(vii) the balance, if any, as required by Law.
9. THE ADMINISTRATIVE AGENT
9.1 Appointment and Authority. Each of the Lenders and the Issuing Lender hereby irrevocably appoints PNC Bank to act on its behalf
as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on
its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of this Section 9 are solely for the benefit of the Administrative Agent, the
Lenders and the Issuing Lender, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of
such provisions.
9.2 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity
as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the
Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or
other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the
Lenders.
9.3 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein
and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Potential Default or Event of Default has
occurred and is continuing;
(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and
powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in
writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other
Loan Documents); provided that the Administrative Agent shall not be required to
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take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any
Loan Document or applicable Law; and
(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the
Person serving as the Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in
good faith shall be necessary, under the circumstances as provided in Sections 10.1 [Modifications, Amendments or Waivers] and 8.2
[Consequences of Event of Default]) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Potential Default or Event of Default unless and until notice describing such Potential Default or
Event of Default is given to the Administrative Agent by the Borrower, a Lender or the Issuing Lender.
The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Potential Default or Event of Default,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument
or document or (v) the satisfaction of any condition set forth in Section 6 [Conditions of Lending and Issuance of Letters of Credit] or
elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
9.4 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or
intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been
made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the
making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Lender,
the Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Lender unless the Administrative
Agent shall have received notice to the contrary from such Lender or the Issuing Lender prior to the making of such Loan or the issuance of
such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any
such counsel, accountants or experts.
9.5 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or
under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related
Parties. The exculpatory provisions of this Section 9 shall apply to any such sub-agent and to the Related Parties of the Administrative Agent
and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for
herein as well as activities as Administrative Agent.
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9.6 Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders, the
Issuing Lender and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval
from the Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, such approval not to be
unreasonably withheld or delayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such
appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative
Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting the qualifications set forth
above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such
appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any
collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the
retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed)
and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be
made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent
as provided for above in this Section 9.6. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative
Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan
Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such
successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this
Section 9 and Section 10.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring Administrative
Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the
retiring Administrative Agent was acting as Administrative Agent.
If PNC Bank resigns as Administrative Agent under this Section 9.6, PNC Bank shall also resign as an Issuing Lender, [subject to
PNC Bank’s satisfaction of the requirements of Section 4.6.2 [Replacement of a Lender], for which Borrower is deemed to have provided such
notice hereby.] Upon the appointment of a successor Administrative Agent hereunder, such successor shall (i) succeed to all of the rights,
powers, privileges and duties of PNC Bank as the retiring Issuing Lender and Administrative Agent and PNC Bank shall be discharged from all
of its respective duties and obligations as Issuing Lender and Administrative Agent under the Loan Documents, and (ii) issue letters of credit
in substitution for the Letters of Credit issued by PNC Bank, if any, outstanding at the time of such succession or make other arrangement
satisfactory to PNC Bank to effectively assume the obligations of PNC Bank with respect to such Letters of Credit.
9.7 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Issuing Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such
documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender
and the Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender
or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or
any document furnished hereunder or thereunder.
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9.8 No Other Duties, etc. Anything herein to the contrary notwithstanding, neither the Lenders, the Administrative Agent, the
Syndication Agent nor the Documentation Agent listed on the cover page hereof shall have any powers, duties or responsibilities under this
Agreement or any of the other Loan Documents, except in their capacity, as applicable, as the Administrative Agent, the Syndication Agent,
the Documentation Agent, a Lender or the Issuing Lender hereunder.
9.9 Administrative Agent’s Fee. The Borrower shall pay to the Administrative Agent a nonrefundable fee (the “Administrative Agent’s
Fee”) under the terms of a letter (the “Administrative Agent’s Letter”) between the Borrower and Administrative Agent, as amended from time
to time.
9.10 Authorization to Release Collateral and Guarantors. The Lenders and Issuing Lenders authorize the Administrative Agent to release
(i) any Collateral consisting of assets or equity interests sold or otherwise disposed of in a sale or other disposition or transfer permitted under
Section 7.2.6 [Disposition of Assets or Subsidiaries] or 7.2.5 [Liquidations, Mergers, Consolidations, Acquisitions], and (ii) any Guarantor from
its obligations under the Guaranty Agreement if the ownership interests in such Guarantor are sold or otherwise disposed of or transferred to
persons other than Loan Parties or Subsidiaries of the Loan Parties in a transaction permitted under Section 7.2.6 [Disposition of Assets or
Subsidiaries] or 7.2.5 [Liquidations, Mergers, Consolidations, Acquisitions].
9.11 No Reliance on Administrative Agent’s Customer Identification Program. Each Lender acknowledges and agrees that neither such
Lender, nor any of its Affiliates, participants or assignees, may rely on the Administrative Agent to carry out such Lender’s, Affiliate’s,
participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA Patriot Act
or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP
Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with
any of the Loan Parties, their Affiliates or their agents, the Loan Documents or the transactions hereunder or contemplated hereby: (i) any
identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices or (v) other procedures
required under the CIP Regulations or such other Laws.
10. MISCELLANEOUS
10.1 Modifications, Amendments or Waivers. With the written consent of the Required Lenders, the Administrative Agent, acting on
behalf of all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time enter into written agreements amending or
changing any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or
thereunder, or may grant written waivers or consents hereunder or thereunder. Any such agreement, waiver or consent made with such written
consent shall be effective to bind all the Lenders and the Loan Parties; provided, that no such agreement, waiver or consent may be made
which will:
10.1.1 Increase of Commitment. Increase the amount of the Revolving Credit Commitment of any Lender hereunder without the
consent of such Lender;
10.1.2 Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment. Whether or not any Loans
are outstanding, extend the Expiration Date or the time for payment of principal or interest of any Loan (excluding the due date of any
mandatory prepayment of a Loan), the Commitment Fee or any other fee payable to any Lender, or reduce the principal amount of or the rate of
interest borne by any Loan or reduce the Commitment Fee or any other fee payable to any Lender, the Commitment Fee or any other fee
payable to any Lender, without the consent of each Lender directly affected thereby;
10.1.3 Release of Collateral or Guarantor. Except for sales of assets permitted by Section 7.2.6 [Disposition of Assets or
Subsidiaries], release any of the Collateral or any Guarantor from its Obligations under the Guaranty Agreement without the consent of all
Complying Lenders; or
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10.1.4 Miscellaneous. (i) Amend (A) the definition of “Borrowing Base” or the definitions or calculations contained therein in a
manner that results in an increase to the Borrowing Base, (B) the definition of “Non-Complying Lender”, (C) the definition of “Complying
Lender”, (D) Section 4.2 [Pro Rata Treatment of Lenders], (E) Section 9.3 [Exculpatory Provisions, Etc.], (F) Section 4.3 [Sharing of Payments by
Lenders] or (G) this Section 10.1, (ii) alter any provision regarding the pro rata treatment of the Lenders or requiring all Lenders to authorize the
taking of any action or (iii) reduce any percentage specified in the definition of Required Lenders, in each case without the consent of all of the
Complying Lenders;
provided that no agreement, waiver or consent which would modify the interests, rights or obligations of the Administrative Agent or the
Issuing Lender without the written consent of such Administrative Agent or Issuing Lender, as applicable, and provided, further, that, if in
connection with any proposed waiver, amendment or modification referred to in Sections 10.1.1 through 10.1.4 above, the consent of the
Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each a “Non-
Consenting Lender”), then the Borrower shall have the right to replace any such Non-Consenting Lender with one or more replacement
Lenders pursuant to Section 4.6.2 [Replacement of a Lender].
10.2 No Implied Waivers; Cumulative Remedies. No course of dealing and no delay or failure of the Administrative Agent or any Lender
in exercising any right, power, remedy or privilege under this Agreement or any other Loan Document shall affect any other or future exercise
thereof or operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any further exercise thereof or of any other right,
power, remedy or privilege. The rights and remedies of the Administrative Agent and the Lenders under this Agreement and any other Loan
Documents are cumulative and not exclusive of any rights or remedies which they would otherwise have.
10.3 Expenses; Indemnity; Damage Waiver.

10.3.1 Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent
and its Affiliates (including all accounting, appraisal, environmental, audit, and professional search services fees and the reasonable fees,
charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable fees and reasonable time charges and
reasonable disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan
Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable out-of-pocket
expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable fees, reasonable charges and
reasonable disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable fees
and reasonable time charges for attorneys who may be employees of the Administrative Agent, any Lender or the Issuing Lender, in
connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including
its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable out-
of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’
books, records and business properties.
10.3.2 Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each
Lender and the Issuing Lender, and each Related
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Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, reasonable charges and reasonable
disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and
reasonable time charges and reasonable disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or
asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result
of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby,
the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions
contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal
by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) breach of representations, warranties or covenants of the Borrower under the
Loan Documents, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any
such items or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort or
any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party
against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower
or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent
jurisdiction.
10.3.3 Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required
under Sections 10.3.1 [Costs and Expenses] or 10.3.2 [Indemnification by the Borrower] to be paid by it to the Administrative Agent (or any
sub-agent thereof), the Issuing Lender or any Related Party of any of the foregoing, each Lender severally agrees (without limiting the
Borrower’s obligation to do so) to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender or such Related Party, as the
case may be, such Lender’s Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the
case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the Issuing Lender in its capacity as
such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or Issuing Lender in
connection with such capacity.
10.3.4 Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, the Borrower shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the
proceeds thereof.
10.3.5 Payments. All amounts due under this Section shall be payable not later than ten (10) days after demand therefor.
10.4 Holidays. Whenever payment of a Loan to be made or taken hereunder shall be due on a day which is not a Business Day such
payment shall be due on the next Business Day (except as provided in Section 3.2 [Interest Periods]) and such extension of time shall be
included in computing interest and
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fees, except that the Loans shall be due on the Business Day preceding the Expiration Date if the Expiration Date is not a Business Day.
Whenever any payment or action to be made or taken hereunder (other than payment of the Loans) shall be stated to be due on a day which is
not a Business Day, such payment or action shall be made or taken on the next following Business Day, and such extension of time shall not
be included in computing interest or fees, if any, in connection with such payment or action.
10.5 Notices; Effectiveness; Electronic Communication.

10.5.1 Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and
except as provided in Section 10.5.2 [Electronic Communications]), all notices and other communications provided for herein shall be in writing
and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier (i) if to a Lender, to it at
its address set forth in its administrative questionnaire, or (ii) if to any other Person, to it at its address set forth on Schedule 1.1(B).
Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been
given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal
business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).
Notices delivered through electronic communications to the extent provided in Section 10.5.2 [Electronic Communications], shall be effective
as provided in such Section.
10.5.2 Electronic Communications. Notices and other communications to the Lenders and the Issuing Lender hereunder may be
delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by
the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or the Issuing Lender if such Lender or the
Issuing Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic
communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to
particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an
e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return
receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication
is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening
of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification
that such notice or communication is available and identifying the website address therefor.
10.5.3 Change of Address, Etc. Any party hereto may change its address or telecopier number for notices and other
communications hereunder by notice to the other parties hereto.
10.6 Severability. The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid
or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such
invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining
provisions hereof in any jurisdiction.
10.7 Duration; Survival. All representations and warranties of the Loan Parties contained herein or made in connection herewith shall
survive the execution and delivery of this Agreement, the completion of the transactions hereunder and Payment In Full. All covenants and
agreements of the Borrower contained herein relating to the payment of principal, interest, premiums, additional
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compensation or expenses and indemnification, including those set forth in the Notes, Section 4 [Payments] and Section 10.3 [Expenses;
Indemnity; Damage Waiver], shall survive Payment in Full. All other covenants and agreements of the Loan Parties shall continue in full force
and effect from and after the date hereof and until Payment in Full.
10.8 Successors and Assigns.

10.8.1 Successors and Assigns Generally. The provisions of this Agreement shall be binding upon, and inure to the benefit of, the
parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may
assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each
Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with
the provisions of Section 10.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4
[Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [Certain Pledges;
Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors
and assigns permitted hereby, Participants to the extent provided in Section 10.8.4 [Participations] and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.
10.8.2 Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such
assignment shall be subject to the following conditions:
(i) Minimum Amounts.
(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans
at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be
assigned; and
(B) in any case not described in clause (i)(A) of this Section 10.8.2, the aggregate amount of the Commitment (which
for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding
balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption
Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption Agreement, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving
Credit Commitment of the assigning Lender, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).
(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned.
(iii) Required Consents. No consent shall be required for any assignment except for the consent of the Administrative Agent
(which shall not be unreasonably withheld or delayed) and:
- 60 -
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless
(x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a
Lender or an Approved Fund;
(B) the consent of the Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for
any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not
then outstanding).
(iv) Assignment and Assumption Agreement. The parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee,
if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.
(v) No Assignment to Borrower. No such assignment shall be made to the Borrower or any of the Borrower’s Affiliates or
Subsidiaries.
(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person.
Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.8.3 [Register], from and after the effective
date specified in each Assignment and Assumption Agreement, the assignee thereunder shall be a party to this Agreement and, to the extent
of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released
from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the
benefits of Sections 3.4 [LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available], 4.10 [Increased Costs] and 10.3
[Expenses, Indemnity; Damage Waiver] with respect to facts and circumstances occurring prior to the effective date of such assignment. Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.8.2 shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.8.4
[Participations].
10.8.3 Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain a record of the
names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the
terms hereof from time to time. Such register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each
Person whose name is in such register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. Such register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to
time upon reasonable prior notice.
10.8.4 Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent,
sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent
and the
- 61 -
Lenders, Issuing Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall
retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver with respect to Sections 10.1.1 [Increase of Commitment, Etc.], 10.1.2 [Extension of Payment, Etc.], or 10.1.3
[Release of Collateral or Guarantor]). Subject to Section 10.8.5 [Limitations upon Participant Rights Successors and Assigns Generally], the
Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.4 [LIBOR Rate Unascertainable; Illegality; Increased Costs;
Deposits Not Available] and 4.10 [Increased Costs] to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to Section 10.8.2 [Assignments by Lenders]. To the extent permitted by Law, each Participant also shall be entitled to the benefits of
Section 8.2.3 [Setoff] as though it were a Lender; provided such Participant agrees to be subject to Section 4.3 [Sharing of Payments by
Lenders] as though it were a Lender.
10.8.5 Limitations upon Participant Rights Successors and Assigns Generally. A Participant shall not be entitled to receive any
greater payment under Sections 4.10 [Increased Costs], 4.11 [Taxes] or 10.3 [ Expenses; Indemnity; Damage Waiver] than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 4.11 [Taxes] unless the Borrower is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 4.11.5 [Status of Lenders] as though it were a Lender.
10.8.6 Certain Pledges; Successors and Assigns Generally. Any Lender may at any time pledge or assign a security interest in all or
any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations
to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.
10.9 Confidentiality.
10.9.1 General. Each of the Administrative Agent, the Lenders and the Issuing Lender agrees to maintain the confidentiality of the
Information, except that Information may be disclosed (i) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers,
employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed
of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any
regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of
Insurance Commissioners), (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, provided,
however, that the recipient of such process shall immediately notify the Borrower of such process and provide Borrower and its Affiliates with
reasonable support should such party choose to contest such process, (iv) to any other party hereto, (v) in connection with the exercise of
any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as
those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the
Borrower and its obligations, (vii) with the consent of the Borrower or (viii) to
- 62 -
the extent such Information (Y) becomes publicly available other than as a result of a breach of this Section or (Z) becomes available to the
Administrative Agent, any Lender, the Issuing Lender or any of their respective Affiliates on a nonconfidential basis from a source other than
the Borrower or the other Loan Parties. Any Person required to maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of
such Information as such Person would accord to its own confidential information.
10.9.2 Sharing Information With Affiliates of the Lenders. Each Loan Party acknowledges that from time to time financial advisory
and other services may be offered or provided to the Borrower or one or more of its Affiliates in connection with this Agreement by any
Lender or by one or more Subsidiaries or Affiliates of such Lender and each of the Loan Parties hereby authorizes each Lender to share for
such purpose any information delivered to such Lender by such Loan Party and its Subsidiaries pursuant to this Agreement to any such
Subsidiary or Affiliate subject to the provisions of Section 10.9.1 [General].
10.10 Counterparts; Integration; Effectiveness.

10.10.1 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto
in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent,
constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof including any prior confidentiality agreements and commitments. Except
as provided in Section 6 [Conditions Of Lending And Issuance Of Letters Of Credit], this Agreement shall become effective when it shall have
been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken
together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by
telecopy or via electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.
10.11 CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL.
10.11.1 Governing Law This Agreement shall be deemed to be a contract under the Laws of the Commonwealth of Pennsylvania
without regard to its conflict of laws principles. Each standby Letter of Credit issued under this Agreement shall be subject either to the rules
of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the
“ICC”) at the time of issuance (“UCP”) or the rules of the International Standby Practices (ICC Publication Number 590) (“ISP98”), as
determined by the Issuing Lender, and each trade Letter of Credit shall be subject to UCP, and in each case to the extent not inconsistent
therewith, the Laws of the Commonwealth of Pennsylvania without regard to is conflict of laws principles.
10.11.2 SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE
STATE OF MARYLAND SITTING IN BALTIMORE COUNTY AND OF THE NORTHERN DIVISION OF THE UNITED STATES DISTRICT
COURT FOR THE STATE OF MARYLAND LOCATED IN BALTIMORE CITY, AND ANY APPELLATE COURT FROM ANY THEREOF, IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT
- 63 -
ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH MARYLAND
STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE
PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY
BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING
IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT,
ANY LENDER OR THE ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN
THE COURTS OF ANY JURISDICTION.
10.11.3 WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION 10.11. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND AGREES NOT ASSERT ANY SUCH
DEFENSE.
10.11.4 SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE
MANNER PROVIDED FOR NOTICES IN SECTION 10.5 [NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION]. NOTHING IN
THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW.
10.11.5 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, ADMINISTRATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.
10.12 USA Patriot Act Notice. Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on
behalf of any Lender) hereby notifies Loan Parties that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and
record information that identifies the Loan Parties, which information includes the name and address of Loan Parties and other information that
will allow such Lender or Administrative Agent, as applicable, to identify the Loan Parties in accordance with the USA Patriot Act.
The remainder of this page is left blank intentionally.

Signatures follow on next page.
- 64 -
[SIGNATURE PAGE TO CREDIT AGREEMENT]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Agreement as of the day and
year first above written.
ATTEST: UNDER ARMOUR, INC.,

a Maryland corporation
/s/ John Stanton By: /s/ Brad Dickerson

Printed: Brad Dickerson
Title: CFO
UNDER ARMOUR MANUFACTURING, LLC,

a Maryland limited liability company
By: Under Armour, Inc., a Maryland corporation, its sole

member

Title: CFO
UNDER ARMOUR RETAIL, INC.,


Title: Treasurer
UNDER ARMOUR HOLDINGS, INC.,


Title: VP
ATTEST: UNDER ARMOUR RETAIL OF MARYLAND, L.L.C.

UNDER ARMOUR RETAIL OF FLORIDA, LLC
UNDER ARMOUR RETAIL OF OHIO, LLC
UNDER ARMOUR RETAIL OF CALIFORNIA, LLC
UNDER ARMOUR RETAIL OF TEXAS, LLC
UNDER ARMOUR RETAIL OF WISCONSIN, LLC
UNDER ARMOUR RETAIL OF MASSACHUSETTS, LLC
UNDER ARMOUR RETAIL OF PENNSYLVANIA, LLC
UNDER ARMOUR RETAIL OF DELAWARE, LLC
UNDER ARMOUR RETAIL OF GEORGIA, LLC
UNDER ARMOUR RETAIL OF NEW YORK, LLC
UNDER ARMOUR RETAIL OF NEW JERSEY, LLC
UNDER ARMOUR RETAIL OF DC, LLC
UNDER ARMOUR RETAIL OF CONNECTICUT, LLC
UNDER ARMOUR RETAIL OF ILLINOIS, LLC
UNDER ARMOUR RETAIL OF SOUTH CAROLINA, LLC
UNDER ARMOUR RETAIL OF MICHIGAN, LLC
UNDER ARMOUR RETAIL OF MAINE, LLC
UNDER ARMOUR RETAIL OF TENNESSEE, LLC
UNDER ARMOUR RETAIL OF VIRGINIA, LLC,
each a limited liability company
By: Under Armour Retail, Inc., its sole member

Title: Treasurer
PNC BANK, NATIONAL ASSOCIATION,

individually and as Administrative Agent
By: /s/ John E. Hehir

Printed: John E. Hehir
Title: Senior Vice President, Corporate Banking
SUNTRUST BANK,
individually and as Syndication Agent
By: /s/ Gregory A. Farno

Printed: Gregory A. Farno
Title: Senior Vice President
COMPASS BANK,
individually and as Documentation Agent
By: /s/ Mike Williams

Printed: Mike Williams
Title: Vice President
BRANCH BANKING & TRUST COMPANY
By: /s/ James E. Davis

Printed: James E. Davis
BANK OF AMERICA, N.A.
By: /s/ Mary Giermek

Printed: Mary Giermek
SCHEDULE 1.1(A)
PRICING GRID—
VARIABLE PRICING AND FEES BASED ON LEVERAGE RATIO
(PRICING EXPRESSED IN BASIS POINTS)
Re volvin g
C om m itm e n t Le tte r of Re volvin g C re dit C re dit LIBO R
Le ve l Le ve rage Ratio Fe e C re dit Fe e Base Rate S pre ad Rate S pre ad
I Less than or equal to 37.5 200 Base Rate + 100 LIBOR + 200
1.0 to 1.0
II Greater than 1.0 to 45 225 Base Rate + 125 LIBOR + 225
1.0 but less than or
equal to 2.0 to 1.0
III Greater than 2.0 to 50 250 Base Rate + 150 LIBOR + 250
1.0
For purposes of determining the Applicable Margin, the Applicable Commitment Fee Rate and the Applicable Letter of Credit Fee Rate:
(a) The Applicable Margin, the Applicable Commitment Fee Rate and the Applicable Letter of Credit Fee Rate to be determined on the
Closing Date shall be based on the Leverage Ratio computed on such date pursuant to a Compliance Certificate to be delivered on the Closing
Date.
(b) The Applicable Margin, the Applicable Commitment Fee Rate and the Applicable Letter of Credit Fee Rate shall be recomputed as of
the end of each fiscal quarter ending after the Closing Date based on the Leverage Ratio as of such quarter end. Any increase or decrease in
the Applicable Margin, the Applicable Commitment Fee Rate or the Applicable Letter of Credit Fee Rate computed as of a quarter end shall be
effective on the date on which the Compliance Certificate evidencing such computation is due to be delivered under Section 7.3.4 [Compliance
Certificate].
(c) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the
Borrower or the Lenders determine that (i) the Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a
proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and
retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the
Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the
Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the Issuing
Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such
SCHEDULE 1.1(A) - 1
period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent,
any Lender or the Issuing Lender, as the case may be, under Section 2.9 [Letter of Credit Subfacility] or 3.3 [Interest After Default] or 8
[Default]. The Borrower’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other
Obligations hereunder.
SCHEDULE 1.1(A) - 2
SCHEDULE 1.1(B)
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
Page 1 of 2
Part 1—Commitments of Lenders and Addresses for Notices to Lenders
Am ou n t of
C om m itm e n t
for Re volvin g Ratable
Le n de r C re dit Loans S h are
Name: PNC Bank, National Association
Address: The PNC Financial Services Group
2 Hopkins Plaza, 21st Floor
Baltimore, MD 21201
Attention: John E. Hehir $ 50,000,000 27.777777778%
Telephone: (410) 237 4573
Telecopy: (410) 237 5700
E-Mail: John.Hehir@PNC.com
Name: SunTrust Bank

Address: 120 East Baltimore St., 25th Fl.
Baltimore, MD 21202
Attention: Gregory A. Farno $ 40,000,000 22.222222222%
Telephone: (410) 986-1673
Telecopy: (410)986-1920
E-Mail: gregory.farno@suntrust.com
Name: Compass Bank

Address: 1340 Smith Avenue, Suite 200
Baltimore, MD 21209
Attention: Mike Williams $ 40,000,000 22.222222222%
Telephone: (410) 779-1215
Telecopy: (410) 779-1310
E-Mail: mike.williams@compassbank.com
Name: Bank of America, N.A.

Address: 100 S. Charles Street
Baltimore, MD 21201 $ 25,000,000 13.888888889%
Attention: Mary Giermek
Telephone: (410) 547-4262
Telecopy: (410) 539-1454
E-Mail: mary.giermek@bankofamerica.com
SCHEDULE 1.1(B) - 1
Name: Branch Banking & Trust Company

Address: 8200 Greensboro Dr., Suite 800
McLean, VA 22102 $ 25,000,000 13.888888889%
Attention: James E. Davis
Telephone: (703) 442-5561
Telecopy: (703) 442-5544
E-Mail: JEDavis@bbandt.com
Total $180,000,000 100%
SCHEDULE 1.1(B) - 2
SCHEDULE 1.1(B)
Page 2 of 2
Part 2—Addresses for Notices to Borrower, Guarantors and Administrative Agent:
ADMINISTRATIVE AGENT
Agency Services
Mail Stop: P7-PFSC-04-I
Address: 500 First Avenue
Pittsburgh, PA 15219
Telephone: (412) 762-6442
Telecopy: (412) 762-8672
and
Baltimore, MD 21201
Attention: John E. Hehir
Telephone: (410) 237 4573
Telecopy: (410) 237 5700
BORROWER:
Name: Under Armour, Inc.
Address: 1020 Hull Street
Baltimore, MD 21230
Attention: Chief Financial Officer
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
E-Mail: bdickerson@underarmour.com
GUARANTORS:
Name: Under Armour Manufacturing, LLC
Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail, Inc.

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Holdings, Inc.

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Texas, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Ohio, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Maryland, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Florida, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Virginia, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of California, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Wisconsin, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Massachusetts, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of New York, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of New Jersey, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Georgia, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Pennsylvania, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of DC, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Delaware, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Connecticut, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Illinois, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of South Carolina, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Michigan, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Maine, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Tennessee, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
SCHEDULE 1.1(C)
QUALIFIED ACCOUNTS RECEIVABLE
Upon delivery to the Administrative Agent of each Schedule of Accounts Receivable, the Administrative Agent shall make a
determination, in its sole discretion, as to which Accounts Receivable listed thereon shall be deemed Qualified Accounts Receivable. An
Account Receivable of any Loan Party shall not be considered a Qualified Account Receivable unless the Administrative Agent determines, in
its sole discretion, that such Account Receivable has met the following minimum requirements:
(i) the Account Receivable represents a complete bona fide transaction for goods sold and delivered or services rendered (but
excluding any amounts in the nature of a service charge added to the amount due on an invoice because the invoice has not been
paid when due) which requires no further act under any circumstances on the part of such Loan Party to make such Account
Receivable payable by the Account Receivable Debtor; the Account Receivable arises from an arm’s-length transaction in the
ordinary course of such Loan Party’s business between such Loan Party and an Account Receivable Debtor which is not an
Affiliate of any Loan Party or an executive officer of the Borrower or any Affiliate of any Loan Party, or a member of the immediate
family of an executive officer of any Loan Party or any Affiliate of any Loan Party;
(ii) the Account Receivable shall (a) have been outstanding for less than one hundred twenty (120) days from the invoice
date, (b) have been outstanding for less than sixty (60) days of its due date, (c) be payable by an Account Receivable Debtor for
whom no more than 35% of their Accounts Receivable have been outstanding for more than one hundred twenty (120) days from
the invoice date or have been outstanding for less than sixty (60) days of its due date, and (d) include only up to and including,
(1) in the case of each of Dick’s Sporting Goods, Inc. and The Sports Authority, Inc., 40% of the difference between the aggregate
amount of all outstanding Accounts Receivable and the sum of (a) and (b) above, and (2) in the case of all other Account
Receivable Debtors, 20% of the difference between the aggregate amount of all outstanding Accounts Receivable and the sum of
(a) and (b) above;
(iii) the goods the sale of which gave rise to the Account Receivable were shipped or delivered or provided to the Account
Receivable Debtor on an absolute sale basis and not on a bill and hold sale basis, a consignment sale basis, a guaranteed sale
basis, a sale or return basis, or on the basis of any other similar understanding, and no part of such goods has been returned or
rejected;
(iv) the Account Receivable is not evidenced by chattel paper or an instrument of any kind;
(v) the Account Receivable Debtor with respect to the Account Receivable (a) is Solvent or has taken no action to give public
notice that it is not Solvent, and (b) is not the subject of any bankruptcy or insolvency proceedings of any kind or of any other
proceeding or action, threatened in writing or pending, which could reasonably be expected to have a materially adverse effect on
its business;
(vi) (a) the Account Receivable Debtor is not located outside of the United States of America or (b) if the Account Receivable
Debtor is located outside of the
United States, the Account Receivable is supported by a letter of credit or FICA insurance reasonably deemed adequate and
acceptable by the Administrative Agent;
(vii) (a) the Account Receivable Debtor is not the government of the United States of America, or any department, agency or
instrumentality thereof, or (b) if the Account Receivable Debtor is an entity mentioned in clause (vii)(a), the Federal Assignment of
Claims Act (or applicable similar legislation) has been fully complied with so as to validly perfect the Lenders’ Prior Security
Interest, subject to Permitted Liens, if any, to the Administrative Agent’s satisfaction;
(viii) the Account Receivable is a valid, binding and legally enforceable obligation of the Account Receivable Debtor with
respect thereto and is not subject to any dispute, condition, contingency, offset, recoupment, reduction, claim for credit, allowance,
adjustment, counterclaim or defense on the part of such Account Receivable Debtor, and no facts exist which may provide a basis
for any of the foregoing in the present or future;
(ix) the Account Receivable is subject to the Administrative Agent’s and the Lenders’ Prior Security Interest, subject to
Permitted Liens, if any, and is not subject to any other Lien, claim, encumbrance or security interest whatsoever;
(x) the Account Receivable is evidenced by an invoice or other documentation and arises from a contract which is in form and
substance reasonably satisfactory to the Administrative Agent;
(xi) the Loan Parties have observed and complied in all material respects with all laws of the state in which the Account
Receivable Debtor or the Account Receivable is located which, if not materially observed and complied with, would deny to the
Loan Parties access to the courts of such state;
(xii) the Account Receivable is not subject to any provision prohibiting its assignment or requiring notice of or consent to
such assignment;
(xiii) the goods giving rise to the Account Receivable were not, at the time of sale thereof, subject to any Lien or encumbrance
except the Administrative Agent and the Lenders’ Prior Security Interest or any Permitted Lien;
(xiv) the Account Receivable is payable in freely transferable United States Dollars; and
(xv) the Account Receivable is not, or should not be, disqualified for any other reason generally accepted and reasonable in
the commercial finance business.
In addition to the foregoing requirements, Accounts Receivable of any Account Receivable Debtor which are otherwise Qualified Accounts
Receivable shall be reduced to the extent of any accounts payable by any of the Loan Parties to such Account Receivable Debtor; provided
that the Administrative Agent in its sole discretion may determine that none of the Accounts Receivable in respect to such an Account
Receivable Debtor shall be Qualified Accounts Receivable in the event there exists payables owing to such Account Receivable Debtor in
excess of 25% of the corresponding Account Receivables balance.
SCHEDULE 1.1(D)
QUALIFIED INVENTORY
Upon delivery to the Administrative Agent of each Schedule of Inventory, the Administrative Agent shall make a determination, in its
sole discretion, as to which Inventory listed thereon shall be deemed Qualified Inventory. Inventory held by any Loan Party shall not be
considered Qualified Inventory unless the Administrative Agent determines, in its sole discretion, that such Inventory has met the following
minimum requirements:
(i) the Inventory is finished goods, but excluding any goods which have been shipped, delivered, sold by, purchased by or
provided to such Loan Party on a bill and hold, consignment sale, guaranteed sale, or sale or return basis, or any other similar basis
or understanding other than an absolute sale;
(ii) the Inventory is new, of good and merchantable quality;
(iii) the Inventory is located on premises listed on Schedule A to the Security Agreement and, with respect to inventory
locations at facilities leased to any of the Loan Parties, the Administrative Agent has received a Landlord’s Waiver in favor of the
Administrative Agent substantially in the form of Exhibit 6.1.1(xiii) hereto, or is Inventory which is in transit and is so identified on
the relevant Schedule of Inventory;
(iv) the Inventory is not stored with a bailee, warehouseman, consignee or similar party unless the Administrative Agent has
given its prior written consent and such Loan Party has caused such bailee, warehouseman, consignee or similar party to issue and
deliver to the Administrative Agent, in form and substance acceptable to the Administrative Agent, warehouse receipts or similar
type documentation therefor in the Administrative Agent’s name;
(v) the Inventory is subject to the Administrative Agent’s and the Lenders’ Prior Security Interest, subject to Permitted Liens,
if any, and is not subject to any other Lien;
(vi) the Inventory has not been manufactured in violation of any applicable federal minimum wage or overtime laws, including,
without limitation, the Fair Labor Standards Act, 29 U.S.C. § 215(a)(1); and
(vii) the Inventory is not, and should not be, disqualified for any other reason generally accepted in the commercial finance
business.
SCHEDULE 7.1.3
INSURANCE REQUIREMENTS RELATING TO THE COLLATERAL
COVENANTS:
At the request of the Administrative Agent, the Loan Parties shall deliver to the Administrative Agent and each of the Lenders (x) on the
Closing Date and annually thereafter an original certificate of insurance signed by the Loan Parties’ independent insurance broker describing
and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan
Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and (y) from time to time a
summary schedule indicating all insurance on the Collateral then in force with respect to each of the Loan Parties. Such policies of insurance
shall contain special endorsements, in form and substance reasonably acceptable to the Administrative Agent, which shall include the
provisions set forth below. The applicable Loan Parties shall notify the Administrative Agent promptly of any occurrence causing a material
loss or decline in value of the Collateral and the estimated (or actual, if available) amount of such loss or decline. Any monies received by the
Administrative Agent constituting insurance proceeds or condemnation proceeds may, at the option of the Administrative Agent, (i) be
applied by the Administrative Agent to the payment of the Loans in such manner as the Administrative Agent may reasonably determine, or
(ii) be disbursed to the applicable Loan Parties on such terms as are deemed appropriate by the Administrative Agent for the repair, restoration
and/or replacement of property in respect of which such proceeds were received.
ENDORSEMENT:
(i) specify the Administrative Agent as an , mortgagee and lender loss payee as its interests may appear, with the understanding that any
obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of the applicable Loan Parties,
(ii) provide that the applicable Loan Parties may waive subrogation against any party provided that the waiver of subrogation is in writing and
executed prior to the occurrence of any loss and evidence of this being permitted by the insurers shall be provided to the Administrative
Agent,
(iii) provide, except in the case of public liability insurance and workmen’s compensation insurance, that all insurance proceeds for losses of
less than $5,000,000 shall be adjusted with and payable to the applicable Loan Parties and that all insurance proceeds for losses of $5,000,000
or more shall be adjusted with the applicable Loan Parties and payable to the Administrative Agent, and
(iv) provide that no cancellation of such policies for any reason ( except for non-payment of premium) shall be effective until at least thirty
(30) days after receipt by the Administrative Agent of written notice of such cancellation.
EXHIBIT 1.1(A)
FORM OF
ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is dated as of as of , 20 1 (the
“Effective Date”) and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the
“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as
amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions
set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set
forth herein in full.
For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby
irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit
Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of the Assignor’s
rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the
amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities
identified below (including, to the extent included in any such facilities, Letters of Credit and Swing Loans) (the “Assigned Interest”). Such
sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without representation or
warranty by the Assignor.
1. Assignor:
2. Assignee: [and is an Affiliate2]
3. Borrower: Under Armour, Inc.
4. Administrative Agent: PNC Bank, National Association, as the Administrative Agent under the Credit Agreement
5. Credit Agreement: The Credit Agreement dated as of January 28, 2009 among Under Armour, Inc., the Guarantors party thereto,
the Lenders party thereto, PNC Bank, National Association, as Administrative Agent for the Lenders, SunTrust
Bank, as Syndication Agent, and Compass Bank, as Documentation Agent.
1
To be inserted by the Administrative Agent and which shall be the Effective Date of recordation of transfer in the register therefore.
Assignor shall pay a fee of $3,500 to the Administrative Agent in connection with the Assignment.
2
Insert if applicable.
6. Assigned Interest:
Aggre gate
Am ou n t of Am ou n t of Pe rce n tage
C om m itm e n t/Loans C om m itm e n t/Loans Assigne d of
Facility Assign e d for all Le n de rs Assigne d C om m itm e n t/Loans 3
4 $ $ %
$ $ %
$ $ %

3
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
4
Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment
(e.g. “Revolving Credit Commitment”, “Term Loan Commitment”, etc.). The same percentage of each facility owned by the Assignor shall
be assigned to the Assignee.
2
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed and delivered this Assignment as
of the day and year first set forth above.
The terms set forth in this Assignment are hereby agreed to:
ASSIGNOR
[NAME OF ASSIGNOR]
By:
Name:
Title:
ASSIGNEE
[NAME OF ASSIGNEE]
By:
Name:
Title:
Accepted:
PNC BANK, NATIONAL ASSOCIATION, as

Administrative Agent
By
Name:
Title:
3
ANNEX 1
STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT
1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Loan Document, (ii) the
execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other Loan Document, other than
this Assignment, or any Collateral thereunder, (iii) the financial condition of the Loan Parties, any of their Subsidiaries or Affiliates or any
other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Loan Parties, any of their Subsidiaries
or Affiliates or any other Person of any of their respective obligations under any Loan Document.
1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it meets all requirements, if any, of an eligible assignee under the Credit Agreement, (iii) from and after the Effective Date
hereof, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a
Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered
pursuant to Sections 7.3.2 and 7.3.3 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such
analysis and decision, and (v) if Assignee is not incorporated or organized under the laws of the United States of America or any State thereof,
attached to the Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or
any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations
which by the terms of the Loan Documents are required to be performed by it as a Lender.
2. Payments. From and after the Effective Date hereof, the Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding
the Effective Date hereof and to the Assignee for amounts which have accrued from and after the Effective Date.
3. General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument.
Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the laws of the Commonwealth of
Pennsylvania.
4
EXHIBIT 1.1(G)(1)
FORM OF GUARANTOR JOINDER AND ASSUMPTION AGREEMENT
THIS GUARANTOR JOINDER AND ASSUMPTION AGREEMENT is made as of [ ], 20[ ], by [ ], a

[ ] [corporation/partnership/limited liability company] (the “New Guarantor”).
Background
Reference is made to the (i) Credit Agreement dated as January 28, 2009, as the same may be modified, supplemented, or amended (the
“Credit Agreement”) by and among Under Armour, Inc., a Maryland corporation (the “Borrower”), the Guarantors party thereto, PNC Bank,
National Association, in its capacity as administrative agent for the Lenders party thereto (the “Administrative Agent”), Lenders party thereto,
SunTrust Bank, as Syndication Agent, and Compass Bank, as Documentation Agent, (ii) the Continuing Agreement of Guaranty and
Suretyship dated as of January 28, 2009 (the “Guaranty”) of Guarantors issued to the Lenders and the Administrative Agent, as the same may
be modified, supplemented, or amended, and (iii) the other Loan Documents referred to in the Credit Agreement, as the same may be modified,
supplemented, or amended.
Agreement
Capitalized terms defined in the Credit Agreement are used herein as defined therein. In consideration of the New Guarantor becoming a
Guarantor under the terms of the Credit Agreement and in consideration of the value of the synergistic benefits received by New Guarantor as
a result of becoming affiliated with or being formed by the Borrower and the Guarantors, the New Guarantor hereby agrees that effective as of
the date hereof it hereby is, and shall be deemed to be, a Guarantor under the Credit Agreement, the Guaranty and each of the other Loan
Documents to which the Guarantors are a party and agrees that from the date hereof and so long as any Loan or any Commitment of any
Lender shall remain outstanding and until the payment in full of the Obligations, New Guarantor has assumed the obligations of a “Guarantor”
under, and New Guarantor shall perform, comply with and be subject to and bound by, jointly and severally, each of the terms, provisions and
waivers of the Credit Agreement and the Guaranty and each of the other Loan Documents which are stated to apply to or are made by a
“Guarantor”. Without limiting the generality of the foregoing, the New Guarantor hereby represents and warrants that (i) each of the
representations and warranties set forth in Section 5 of the Credit Agreement applicable to New Guarantor as a Guarantor is true and correct as
to New Guarantor on and as of the date hereof, and (ii) New Guarantor has heretofore received a true and correct copy of the Agreement, the
Guaranty, and each of the other Loan Documents (including any modifications thereof or supplements or waivers thereto) in effect on the date
hereof.
New Guarantor hereby makes, affirms, and ratifies in favor of the Lenders and the Administrative Agent the Credit Agreement, the
Guaranty and each of the other Loan Documents given by the Guarantors to Administrative Agent and any of the Lenders.
New Guarantor is simultaneously delivering to the Administrative Agent the following documents together with the Guarantor Joinder
required under Section 7.2.8 [Subsidiaries, Partnerships and Joint Ventures]:
Updated Schedules to Credit Agreement. [Note:
updates to schedules do not cure any breach of
warranties].
Not
S ch e du le No. an d De scription De live re d De live re d
Schedule 5.1.1 – Qualifications To Do Business ® ®
Schedule 5.1.2 – Existing Subsidiaries ® ®
Schedule 5.1.5 – Litigation ® ®
Schedule 5.1.10 – Patents, Trademarks, Copyrights, Licenses, Etc. ® ®
Schedule 5.1.11 – Liens in the Collateral ® ®
Schedule 5.1.14 – Environmental Disclosures ® ®
Schedule 6.1.1 – Opinion of Counsel ® ®
Any other Schedules to Credit Agreement that necessitate updates after giving effect to this
Guarantor Joinder and Assumption Agreement ® ®
In furtherance of the foregoing, New Guarantor shall execute and deliver or cause to be executed and delivered at any time and from time
to time such further instruments and documents and do or cause to be done such further acts as may be reasonably necessary in the
reasonable opinion of Administrative Agent to carry out more effectively the provisions and purposes of this Guarantor Joinder and
Assumption Agreement.

2
[SIGNATURE PAGE TO GUARANTOR JOINDER AND ASSUMPTION AGREEMENT]
IN WITNESS WHEREOF, and intending to be legally bound hereby, the New Guarantor has duly executed this Guarantor Joinder and
Assumption Agreement and delivered the same to the Administrative Agent for the benefit of the Lenders, as of the date and year first above
written.
[ ]
By (SEAL)
Name:
Title:
Acknowledged and accepted:
PNC BANK, NATIONAL ASSOCIATION, as

Administrative Agent
By:
Name:
Title:
3
CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP
THIS CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP (this “Guaranty”), dated as of this 28th day of January, 2009, is
jointly and severally given by each of the undersigned and each of the other Persons which become Guarantors hereunder from time to time
(each a “Guarantor” and collectively the “Guarantors”) in favor of PNC Bank, National Association, in its capacity as administrative agent (the
“Agent”) for the Lenders (as hereinafter defined) in connection with that Credit Agreement, dated as of the date hereof, by and among Under
Armour, Inc., a Maryland corporation (the “Borrower”), the Guarantors now or hereafter party thereto, the Agent, the Lenders now or hereafter
party thereto (the “Lenders”), SunTrust Bank, as Syndication Agent, and Compass Bank, as Documentation Agent (as amended, restated,
modified, or supplemented from time to time hereafter, the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the
respective meanings ascribed to them by the Credit Agreement and the rules of construction set forth in Section 1.2 [Construction] of the
Credit Agreement shall apply to this Guaranty.
1. Guarantied Obligations. To induce the Agent and the Lenders to make loans and grant other financial accommodations to the
Borrower under the Credit Agreement, each Guarantor hereby jointly and severally unconditionally, and irrevocably, guaranties to the Agent,
each Lender and any Lender Provided Interest Rate Hedge (an “IRH Provider”); and becomes surety, as though it was a primary obligor for,
the full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and including
any amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the United States or
any similar laws of any country or jurisdiction) of all Obligations of the Borrower or any other Guarantor to the Agent or any of the Lenders or
any Affiliate of any Lender under or in connection with the Credit Agreement or any other Loan Document, whether for principal, interest,
fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are
direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance,
now existing or hereafter arising (and including obligations, liabilities, and indebtedness arising or accruing after the commencement of any
bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or
accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or
allowable in such proceeding, and including all Obligations, regardless of whether any such extensions of credit are in excess of the amount
committed under or contemplated by the Loan Documents or are made in circumstances in which any condition to extension of credit is not
satisfied) (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and
each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied
Obligations entitled to the benefit of this Guaranty if the Agent or any of the Lenders (or any one or more assignees or transferees thereof)
from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any
other Guarantied Obligations, to any other Person in accordance with the terms of the Credit Agreement. In furtherance of the foregoing, each
Guarantor jointly and severally agrees as follows.
2. Guaranty. Each Guarantor hereby promises to pay and perform all such Guarantied Obligations immediately upon demand of the Agent
and the Lenders or any one or more of them. All payments made hereunder shall be made by each Guarantor in immediately available funds in
United States Dollars and shall be made without setoff, counterclaim, withholding, or other deduction of any nature.
3. Obligations Absolute. The obligations of the Guarantors hereunder shall not be discharged or impaired or otherwise diminished by the
failure, default, omission, or delay, willful or otherwise, by any Lender, the Agent, or any Borrower or any other obligor on any of the
Guarantied Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to
any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. Each of the
Guarantors agrees that the Guarantied Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents.
Without limiting the generality of the foregoing, each Guarantor hereby consents to, at any time and from time to time, and the joint and
several obligations of each Guarantor hereunder shall not be diminished, terminated, or otherwise similarly affected by any of the following:
(a) any lack of genuineness, legality, validity, enforceability or allowability (in a bankruptcy, insolvency, reorganization or similar
proceeding, or otherwise), or any avoidance or subordination, in whole or in part, of any Loan Document or any of the Guarantied Obligations
and regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of the Guarantied Obligations, any of
the terms of the Loan Documents, or any rights of the Agent or the Lenders or any other Person with respect thereto;
(b) any increase, decrease, or change in the amount, nature, type or purpose of any of, or any release, surrender, exchange, compromise
or settlement of any of the Guarantied Obligations (whether or not contemplated by the Loan Documents as presently constituted); any
change in the time, manner, method, or place of payment or performance of, or in any other term of, any of the Guarantied Obligations; any
execution or delivery of any additional Loan Documents; or any amendment, modification or supplement to, or refinancing or refunding of, any
Loan Document or any of the Guarantied Obligations;
(c) any failure to assert any breach of or default under any Loan Document or any of the Guarantied Obligations; any extensions of credit
in excess of the amount committed under or contemplated by the Loan Documents, or in circumstances in which any condition to such
extensions of credit has not been satisfied; any other exercise or non-exercise, or any other failure, omission, breach, default, delay, or
wrongful action in connection with any exercise or non-exercise, of any right or remedy against the Borrower or any other Person under or in
connection with any Loan Document or any of the Guarantied Obligations; any refusal of payment or performance of any of the Guarantied
Obligations, whether or not with any reservation of rights against any Guarantor; or any application of collections (including but not limited to
collections resulting from realization upon any direct or indirect security for the Guarantied Obligations) to other obligations, if any, not
entitled to the benefits of this Guaranty, in preference to Guarantied Obligations entitled to the benefits of this Guaranty, or if any
-2-
collections are applied to Guarantied Obligations, any application to particular Guarantied Obligations;
(d) any taking, exchange, amendment, modification, waiver, supplement, termination, subordination, compromise, release, surrender, loss,
or impairment of, or any failure to protect, perfect, or preserve the value of, or any enforcement of, realization upon, or exercise of rights, or
remedies under or in connection with, or any failure, omission, breach, default, delay, or wrongful action by the Agent or the Lenders, or any
of them, or any other Person in connection with the enforcement of, realization upon, or exercise of rights or remedies under or in connection
with, or, any other action or inaction by any of the Agent or the Lenders, or any of them, or any other Person in respect of, any direct or
indirect security for any of the Guarantied Obligations. As used in this Guaranty, “direct or indirect security” for the Guarantied Obligations,
and similar phrases, includes any collateral security, guaranty, suretyship, letter of credit, capital maintenance agreement, put option,
subordination agreement, or other right or arrangement of any nature providing direct or indirect assurance of payment or performance of any
of the Guarantied Obligations, made by or on behalf of any Person;
(e) any merger, consolidation, liquidation, dissolution, winding-up, charter revocation, or forfeiture, or other change in, restructuring or
termination of the corporate structure or existence of, the Borrower or any other Person; any bankruptcy, insolvency, reorganization or similar
proceeding with respect to the Borrower or any other Person; or any action taken or election made by the Agent or the Lenders, or any of them
(including but not limited to any election under Section 1111(b)(2) of the United States Bankruptcy Code), the Borrower, or any other Person in
connection with any such proceeding;
(f) any defense, setoff, or counterclaim which may at any time be available to or be asserted by the Borrower or any other person with
respect to any Loan Document or any of the Guarantied Obligations; or any discharge by operation of law or release of the Borrower or any
other Person from the performance or observance of any Loan Document or any of the Guarantied Obligations; or
(g) any other event or circumstance, whether similar or dissimilar to the foregoing, and whether known or unknown, which might
otherwise constitute a defense available to, or limit the liability of, any Guarantor, a guarantor or a surety, excepting only full, strict, and
indefeasible payment and performance of the Guarantied Obligations in full.
Each Guarantor acknowledges, consents, and agrees that new Guarantors may join in this Guaranty pursuant to Section 7.2.8 of the
Credit Agreement and each Guarantor affirms that its obligations shall continue hereunder undiminished.
4. Waivers, etc. Each of the Guarantors hereby waives any defense to, or limitation on, its obligations under this Guaranty arising out of
or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law,
each Guarantor waives each of the following:
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(a) all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights
against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by
any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest
under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any
default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations
or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business,
operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any
bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or
remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the
Guarantied Obligations; any requirement of promptness or diligence on the part of the Agent or the Lenders, or any of them, or any other
Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any
Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of
any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that any
Guarantor receive notice of any such acceptance;
(c) any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies
(including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or
inaction by the Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or
nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of
the right of the Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise
discharges or impairs any of the Guarantied Obligations; and
(d) any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.
5. Reinstatement. This Guaranty is a continuing obligation of the Guarantors and shall remain in full force and effect notwithstanding that
no Guarantied Obligations may be outstanding from time to time and notwithstanding any other event or circumstance. Upon termination of all
Commitments, the expiration of all Letters of Credit and indefeasible payment in full of all Guarantied Obligations, this Guaranty shall terminate;
provided, however, that this Guaranty shall continue to be effective or be reinstated, as the case may be, any time any payment of any of the
Guarantied Obligations is rescinded, recouped, avoided, or must otherwise be returned or released by any Lender or Agent upon or during the
insolvency, bankruptcy, or reorganization of, or any similar proceeding affecting, the Borrower or for any other reason whatsoever, all as
though such payment had not been made and was due and owing.
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6. Subrogation. Each Guarantor waives and agrees it will not exercise any rights against Borrower or any other Guarantor arising in
connection with, or any Collateral securing, the Guarantied Obligations (including rights of subrogation, contribution, and the like) until the
Guarantied Obligations have been indefeasibly paid in full, and all Commitments have been terminated and all Letters of Credit have expired. If
any amount shall be paid to any Guarantor by or on behalf of the Borrower or any other Guarantor by virtue of any right of subrogation,
contribution, or the like, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and shall be held in trust for the
benefit of, the Agent and the Lenders and shall forthwith be paid to the Agent to be credited and applied upon the Guarantied Obligations,
whether matured or unmatured, in accordance with the terms of the Credit Agreement.
7. No Stay. Without limitation of any other provision of this Guaranty, if any declaration of default or acceleration or other exercise or
condition to exercise of rights or remedies under or with respect to any Guarantied Obligation shall at any time be stayed, enjoined, or
prevented for any reason (including but not limited to stay or injunction resulting from the pendency against the Borrower or any other Person
of a bankruptcy, insolvency, reorganization or similar proceeding), the Guarantors agree that, for the purposes of this Guaranty and their
obligations hereunder, the Guarantied Obligations shall be deemed to have been declared in default or accelerated, and such other exercise or
conditions to exercise shall be deemed to have been taken or met.
8. Taxes.
(a) No Deductions. All payments made by any Guarantor under any of the Loan Documents shall be made free and clear of and without
deduction for any present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto,
excluding taxes imposed on the net income of any Lender and all income and franchise taxes of the United States applicable to any Lender (all
such non-excluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as “Taxes”). If any
Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable under any of the Loan Documents, (i) the sum
payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional
sums payable under this Subsection (a) such Lender receives an amount equal to the sum it would have received had no such deductions
been made, (ii) such Guarantor shall make such deductions and (iii) such Guarantor shall timely pay the full amount deducted to the relevant
tax authority or other authority in accordance with applicable law.
(b) Stamp Taxes. In addition, each Guarantor agrees to pay any present or future stamp or documentary taxes or any other excise or
property taxes, charges, or similar levies which arise from any payment made hereunder or from the execution, delivery, or registration of, or
otherwise with respect to, any of the Loan Documents (hereinafter referred to as “Other Taxes”).
(c) Indemnification for Taxes Paid by any Lender. Each Guarantor shall indemnify each Lender for the full amount of Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Subsection)
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paid by any Lender and any liability (including penalties, interest, and expenses) arising therefrom or with respect thereto, whether or not such
Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within thirty (30) days from the date a Lender makes
written demand therefor.
(d) Certificate. Within thirty (30) days after the date of any payment of any Taxes by any Guarantor, such Guarantor shall furnish to each
Lender, the original or a certified copy of a receipt evidencing payment thereof. If no Taxes are payable in respect of any payment by such
Guarantor, such Guarantor shall, if so requested by a Lender, provide a certificate of an officer of such Guarantor to that effect.
9. [Reserved].
10. Notices. Each Guarantor agrees that all notices, statements, requests, demands and other communications under this Guaranty shall
be given to such Guarantor at the address set forth on a Schedule to, or in a Guarantor Joinder and Assumption Agreement given under, the
Credit Agreement and in the manner provided in Section 10.5 of the Credit Agreement. The Agent and the Lenders may rely on any notice
(whether or not made in a manner contemplated by this Guaranty) purportedly made by or on behalf of a Guarantor, and the Agent and the
Lenders shall have no duty to verify the identity or authority of the Person giving such notice.
11. Counterparts; Telecopy Signatures. This Guaranty may be executed in any number of counterparts, each of which, when so executed,
shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. Each Guarantor acknowledges and
agrees that a telecopy transmission to Agent or any Lender of signature pages hereof purporting to be signed on behalf of any Guarantor shall
constitute effective and binding execution and delivery hereof by such Guarantor.
12. Setoff, Default Payments by Borrower.

(a) In the event that at any time any obligation of the Guarantors now or hereafter existing under this Guaranty shall have become due
and payable, the Agent and the Lenders, or any of them, shall have the right from time to time, without notice to any Guarantor, to set off
against and apply to such due and payable amount any obligation of any nature of any Lender or the Agent, or any subsidiary or affiliate of
any Lender or Agent, to any Guarantor, including but not limited to all deposits (whether time or demand, general or special, provisionally
credited or finally credited, however evidenced) now or hereafter maintained by any Guarantor with the Agent or any Lender or any IRH
Provider. Such right shall be absolute and unconditional in all circumstances and, without limitation, shall exist whether or not the Agent or the
Lenders, or any of them, shall have given any notice or made any demand under this Guaranty or under such obligation to the Guarantor,
whether such obligation to the Guarantor is absolute or contingent, matured or unmatured (it being agreed that the Agent and the Lenders, or
any of them, may deem such obligation to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of
any collateral, guaranty, or other direct or indirect security or right or remedy available to the Agent or any of the Lenders. The rights of the
Agent and the Lenders under this Section are in addition to such other rights and remedies (including, without
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limitation, other rights of setoff and banker’s lien) which the Agent and the Lenders, or any of them, may have, and nothing in this Guaranty or
in any other Loan Document shall be deemed a waiver of or restriction on the right of setoff or banker’s lien of the Agent and the Lenders, or
any of them. Each of the Guarantors hereby agrees that, to the fullest extent permitted by law, any affiliate or subsidiary of the Agent or any of
the Lenders and any holder of a participation in any obligation of any Guarantor under this Guaranty, shall have the same rights of setoff as
the Agent and the Lenders as provided in this Section (regardless of whether such affiliate or participant otherwise would be deemed a
creditor of the Guarantor).
(b) Upon the occurrence and during the continuation beyond any applicable cure period of any default under any Guarantied Obligation,
if any amount shall be paid to any Guarantor by or for the account of Borrower, such amount shall be held in trust for the benefit of each
Lender and Agent and shall forthwith be paid to the Agent to be credited and applied to the Guarantied Obligations when due and payable.
13. Construction. The section and other headings contained in this Guaranty are for reference purposes only and shall not affect
interpretation of this Guaranty in any respect. This Guaranty has been fully negotiated between the applicable parties, each party having the
benefit of legal counsel, and accordingly neither any doctrine of construction of guaranties or suretyships in favor of the guarantor or surety,
nor any doctrine of construction of ambiguities in agreement or instruments against the party controlling the drafting thereof, shall apply to
this Guaranty.
14. Successors and Assigns. This Guaranty shall be binding upon each Guarantor, its successors and assigns, and shall inure to the
benefit of and be enforceable by the Agent and the Lenders, or any of them, and their successors and permitted assigns provided, however,
that no Guarantor may assign or transfer any of its rights or obligations hereunder or any interest herein and any such purported assignment
or transfer shall be null and void. Without limitation of the foregoing, the Agent and the Lenders, or any of them (and any successive assignee
or transferee), from time to time may assign or otherwise transfer all or any portion of its rights or obligations under the Loan Documents
(including all or any portion of any commitment to extend credit), or any other Guarantied Obligations, to any other person and such
Guarantied Obligations (including any Guarantied Obligations resulting from extension of credit by such other Person under or in connection
with the Loan Documents) shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty, and to the extent of its interest
in such Guarantied Obligations such other Person shall be vested with all the benefits in respect thereof granted to the Agent and the Lenders
in this Guaranty or otherwise.
15. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) Governing Law. This Guaranty shall be governed by, construed, and enforced in accordance with the internal laws of the
Commonwealth of Pennsylvania, without regard to conflict of laws principles.
(b) Certain Waivers. Each Guarantor hereby irrevocably:
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(i) Certain Waivers; Submission to Jurisdiction. Each Guarantor hereby irrevocably submits to the nonexclusive jurisdiction of the
Court of Common Pleas of Allegheny County and the United States District Court for the Western District of Pennsylvania, and waives
personal service of any and all process upon it and consents that all such service of process be made by certified or registered mail directed to
the Borrower at the address provided for in the Credit Agreement and service so made shall be deemed to be completed upon actual receipt
thereof. Each Guarantor waives any objection to jurisdiction and venue of any action instituted against it as provided herein and agrees not to
assert any defense based on lack of jurisdiction or venue.
Each Guarantor hereby appoints a process agent, Corporation Service Company, as its agent to receive on behalf of such party and its
respective property, service of copies of the summons and complaint and any other process which may be served in any action or proceeding.
Such service may be made by mailing or delivering a copy of such process to any of the Guarantors in care of the Process Agent at the
Process Agent’s address, and each of the Guarantors hereby authorizes and directs the Process Agent to receive such service on its behalf.
Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions
(or any political subdivision thereof) by suit on the judgment or in any other manner provided by law. Each Guarantor further agrees that it
shall, for so long as any Commitment, Letter of Credit or any Obligation of any Loan Party to the Lender remains outstanding, continue to
retain Process Agent for the purposes set forth in this Section 15. The Process Agent hereby accepts the appointment of Process Agent by
the Guarantors and agrees to act as Process Agent on behalf of the Guarantors. The Process Agent has an address of, on the date hereof, 2711
Centerville Road, Suite 400, Wilmington, DE 19808.
(ii) Waives any objection to jurisdiction and venue of any action instituted against it as provided herein and agrees not to assert
any defense based on lack of jurisdiction or venue.
(iii) WAIVES TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM OF ANY KIND ARISING OUT OF
OR RELATED TO THIS AGREEMENT, THE CREDIT AGREEMENT, OR ANY OTHER LOAN DOCUMENT TO THE FULLEST EXTENT
PERMITTED BY LAW.
16. Severability; Modification to Conform to Law.

(a) It is the intention of the parties that this Guaranty be enforceable to the fullest extent permissible under applicable law, but that the
unenforceability (or modification to conform to such law) of any provision or provisions hereof shall not render unenforceable, or impair, the
remainder hereof. If any provision in this Guaranty shall be held invalid or unenforceable in whole or in part in any jurisdiction, this Guaranty
shall, as to such jurisdiction, be deemed amended to modify or delete, as necessary, the offending provision or provisions and to alter the
bounds thereof in order to render it or them valid and enforceable to the maximum extent permitted by applicable law, without in any manner
affecting the validity or enforceability of such provision or provisions in any other jurisdiction or the remaining provisions hereof in any
jurisdiction.
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(b) Without limitation of the preceding subsection (a), to the extent that applicable law (including applicable laws pertaining to fraudulent
conveyance or fraudulent or preferential transfer) otherwise would render the full amount of the Guarantor’s obligations hereunder invalid,
voidable, or unenforceable on account of the amount of a Guarantor’s aggregate liability under this Guaranty, then, notwithstanding any other
provision of this Guaranty to the contrary, the aggregate amount of such liability shall, without any further action by the Agent or any of the
Lenders or such Guarantor or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable as
determined in such action or proceeding, which (without limiting the generality of the foregoing) may be an amount which is equal to the
greater of:
(i) the fair consideration actually received by such Guarantor under the terms and as a result of the Loan Documents and the value
of the benefits described in Section 16(b) hereof, including (and to the extent not inconsistent with applicable federal and state laws affecting
the enforceability of guaranties) distributions, commitments, and advances made to or for the benefit of such Guarantor with the proceeds of
any credit extended under the Loan Documents; or
(ii) the excess of (1) the amount of the fair value of the assets of such Guarantor as of the date of this Guaranty as determined in
accordance with applicable federal and state laws governing determinations of the insolvency of debtors as in effect on the date hereof, over
(2) the amount of all liabilities of such Guarantor as of the date of this Guaranty, also as determined on the basis of applicable federal and state
laws governing the insolvency of debtors as in effect on the date hereof.
(c) Notwithstanding anything to the contrary in this Section or elsewhere in this Guaranty, this Guaranty shall be presumptively valid
and enforceable to its full extent in accordance with its terms, as if this Section (and references elsewhere in this Guaranty to enforceability to
the fullest extent permitted by law) were not a part of this Guaranty, and in any related litigation the burden of proof shall be on the party
asserting the invalidity or unenforceability of any provision hereof or asserting any limitation on any Guarantor’s obligations hereunder as to
each element of such assertion.
17. Additional Guarantors. At any time after the initial execution and delivery of this Guaranty to the Agent and the Lenders, additional
Persons may become parties to this Guaranty and thereby acquire the duties and rights of being Guarantors hereunder by executing and
delivering to the Agent and the Lenders a Guarantor Joinder and Assumption Agreement pursuant to the Credit Agreement. No notice of the
addition of any Guarantor shall be required to be given to any pre-existing Guarantor and each Guarantor hereby consents thereto.
18. Joint and Several Obligations. The obligations and additional liabilities of the Guarantors under this Agreement are joint and several
obligations of the Guarantors, and each Guarantor hereby waives to the full extent permitted by law any defense it may otherwise have to the
payment and performance of the Obligations that its liability hereunder is limited and not joint and several. Each Guarantor acknowledges and
agrees that the foregoing waivers and those set forth below serve as a material inducement to the agreement of the Agent and the Lenders to
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make the Loans, and that the Agent and the Lenders are relying on each specific waiver and all such waivers in entering into this Guaranty.
The undertakings of each Guarantor hereunder secure the obligations of itself and the other Guarantors. The Agent and the Lenders, or any of
them, may, in their sole discretion, elect to enforce this Guaranty against any Guarantor without any duty or responsibility to pursue any other
Guarantor and such an election by the Agent and the Lenders, or any of them, shall not be a defense to any action the Agent and the Lenders,
or any of them, may elect to take against any Guarantor. Each of the Lenders and Agent hereby reserve all rights against each Guarantor.
19. Receipt of Credit Agreement, Other Loan Documents, Benefits.

(a) Each Guarantor hereby acknowledges that it has received a copy of the Credit Agreement and the other Loan Documents and each
Guarantor certifies that the representations and warranties made therein with respect to such Guarantor are true and correct. Further, each
Guarantor acknowledges and agrees to perform, comply with, and be bound by all of the provisions of the Credit Agreement and the other
Loan Documents.
(b) Each Guarantor hereby acknowledges, represents, and warrants that it receives synergistic benefits by virtue of its affiliation with
Borrower and the other Guarantors and that it will receive direct and indirect benefits from the financing arrangements contemplated by the
Credit Agreement and that such benefits, together with the rights of contribution and subrogation that may arise in connection herewith are a
reasonably equivalent exchange of value in return for providing this Guaranty.
20. Miscellaneous.
(a) Generality of Certain Terms. As used in this Guaranty, the terms “hereof,” “herein,” and terms of similar import refer to this Guaranty
as a whole and not to any particular term or provision; the term “including,” as used herein, is not a term of limitation and means “including,
without limitation.”
(b) Amendments, Waivers. No amendment to or waiver of any provision of this Guaranty, and no consent to any departure by any
Guarantor herefrom, shall in any event be effective unless in a writing manually signed by or on behalf of the Agent and the Lenders. Any
such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No delay or failure of the
Agent or the Lenders, or any of them, in exercising any right or remedy under this Guaranty shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
The rights and remedies of the Agent and the Lenders under this Guaranty are cumulative and not exclusive of any other rights or remedies
available hereunder, under any other agreement or instrument, by law, or otherwise.
(c) Telecommunications. Each Lender and Agent shall be entitled to rely on the authority of any individual making any telecopy or
telephonic notice, request, or signature without the necessity of receipt of any verification thereof.
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(d) Expenses. Each Guarantor unconditionally agrees to pay all costs and expenses, including reasonable attorneys’ fees incurred by the
Agent or any of the Lenders in enforcing this Guaranty against any Guarantor and each Guarantor shall pay and indemnify each Lender and
Agent for, and hold it harmless from and against, any and all obligations, liabilities, losses, damages, costs, expenses (including disbursements
and reasonable legal fees of counsel to any Lender or Agent), penalties, judgments, suits, actions, claims, and disbursements imposed on,
asserted against, or incurred by any Lender or Agent (A) relating to the preparation, negotiation, execution, administration, or enforcement of
or collection under this Guaranty or any document, instrument, or agreement relating to any of the Obligations, including in any bankruptcy,
insolvency, or similar proceeding in any jurisdiction or political subdivision thereof; (B) relating to any amendment, modification, waiver, or
consent hereunder or relating to any telecopy or telephonic transmission purporting to be by any Guarantor or Borrower; (C) in any way
relating to or arising out of this Guaranty, or any document, instrument, or agreement relating to any of the Guarantied Obligations, or any
action taken or omitted to be taken by any Lender or Agent hereunder, and including those arising directly or indirectly from the violation or
asserted violation by any Guarantor or Borrower or Agent or any Lender of any law, rule, regulation, judgment, order, or the like of any
jurisdiction or political subdivision thereof (including those relating to environmental protection, health, labor, importing, exporting, or safety)
and regardless whether asserted by any governmental entity or any other Person.
(e) Prior Understandings. This Guaranty and the Credit Agreement constitute the entire agreement of the parties hereto with respect to
the subject matter hereof and supersede any and all other prior and contemporaneous understandings and agreements.
(f) Survival. All representations and warranties of the Guarantors made in connection with this Guaranty shall survive, and shall not be
waived by, the execution and delivery of this Guaranty, any investigation by or knowledge of the Agent and the Lenders, or any of them, any
extension of credit, or any other event or circumstance whatsoever.

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[SIGNATURE PAGE TO CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP]
IN WITNESS WHEREOF, each Guarantor intending to be legally bound, has executed this Guaranty as of the date first above written
with the intention that this Guaranty shall constitute a sealed instrument.


member
By:
Printed:
Title:

By:
Printed:
Title:

By:
Printed:
Title:
[SIGNATURE PAGE TO CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP]
UNDER ARMOUR RETAIL OF MARYLAND, L.L.C.

By:
Printed:
Title:
Indemnity Agreement
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of the 28th day of January, 2009 by UNDER ARMOUR, INC., the
Guarantors listed on Exhibit A hereto, jointly and severally (each, an “Indemnitor” and collectively, the “Indemnitors”), in favor of PNC
BANK, NATIONAL ASSOCIATION (the “Bank”) in its capacity as Administrative Agent pursuant to that certain Credit Agreement
(amended, restated, supplemented or modified from time to time, the “Credit Agreement”) dated as of January 28, 2009, by and among the
Indemnitors, the Lenders party thereto (the “Lenders”), the Bank as the Administrative Agent (the “Administrative Agent”), SunTrust Bank,
as Syndication Agent, and Compass Bank, as Documentation Agent.
A. The Lenders are prepared to make a loan, enter into a swap, derivative or other interest rate hedging product and/or to issue a letter of
credit in the aggregate amount of up to $180,000,000 (the “Loan”) secured by, among other things, Collateral contained on the premises
subject to the leases on the locations as set forth on Exhibit B attached hereto (said lease or other similar instrument, together with all
amendments, modifications, replacements or supplements thereof being herein collectively called the “Lease,” and the said leased real
property, together with all improvements, equipment and other property now or hereafter located therein or thereon, being hereinafter
collectively called the “Property”);
B. To induce the Lenders to agree to make the Loan, each Indemnitor has agreed to enter into this Agreement.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound, each Indemnitor hereby covenants, warrants, represents and agrees as follows:
1. Administrative Agent Rights Under the Agreement. The Administrative Agent’s rights and remedies under this Agreement shall be
in addition to and not in limitation of all rights and remedies of the Administrative Agent under the Credit Agreement or any of the other Loan
Documents. Payments, if any, by the Indemnitors as required under this Agreement shall not reduce the Indemnitors’ obligations and liabilities
under any of the Loan Documents. Any default by an Indemnitor under this Agreement (including any breach of any representation or
warranty made by each Indemnitor) shall, at the Administrative Agent’s option, constitute a default and an Event of Default (“Event of
Default”) under the Credit Agreement, the Note and/or any of the other Loan Documents after the expiration of any applicable cure period.
2. Definitions. Terms which are defined in the Credit Agreement and not otherwise defined herein are used herein as defined therein and
the rules of Construction set forth in Section 1.2 of the Credit Agreement shall apply to this Agreement. For purposes of this Agreement, the
following terms shall have the following meanings:
(a) “Environmental Laws” means all applicable federal, state, local, tribal, territorial and foreign Laws (including common law),
constitutions, statutes, treaties, regulations,
rules, ordinances and codes and any consent decrees, settlement agreements, judgments, orders, directives, policies or programs issued by or
entered into by any indemnitor with a governmental authority pertaining or relating to: (i) pollution or pollution control; (ii) protection of
human health or the environment from exposure to regulated substances; (iii) protection of the environment and/or natural resources; (iv) the
presence, use, management, generation, manufacture, processing, extraction, treatment, recycling, refining, reclamation, labeling, packaging,
sale, transport, storage, collection, distribution, disposal or release or threat of release of regulated substances; (v) the presence of
contamination; (vi) the protection of endangered or threatened species; and (vii) the protection of environmentally sensitive areas.
(b) “Hazardous Substances” includes any substances, chemicals, materials, or elements in any physical state (liquid, solid,
gaseous/vapor, etc.) that are prohibited, limited or regulated by the Environmental Laws, or any other substances, chemicals, materials, or
elements that are defined as “hazardous” or “toxic,” or otherwise regulated, under the Environmental Laws, or that are known or considered to
be harmful, hazardous or injurious to the health or safety of occupants or users of the Property. The term Hazardous Substances shall also
include any substance, chemical, material, or element in any physical state (liquid, solid, gaseous/vapor, etc.) (i) defined as a “hazardous
substance” under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”) (42 U.S.C. §§ 9601, et
seq.), as amended by the Superfund Amendments and Reauthorization Act of 1986, and as further amended from time to time, and regulations
promulgated thereunder; (ii) defined as a “regulated substance” within the meaning of Subtitle I of the Resource Conservation and Recovery
Act (42 U.S.C. §§ 6991-6991i), as amended from time to time, and regulations promulgated thereunder; (iii) designated as a “hazardous
substance” pursuant to Section 311 of the Clean Water Act (33 U.S.C. § 1321), as amended from time to time, and the regulations promulgated
thereunder, or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. § 1317), as amended from time to time, and the regulations
promulgated thereunder; (iv) defined as “hazardous”, “toxic”, or otherwise regulated, under any Environmental Laws adopted by the state in
which the Property is located, or its agencies or political subdivisions; (v) which is petroleum, petroleum products, ethanol, methyl tertiary
butyl ether or derivatives or constituents of or vapors from any of the foregoing; (vi) which is asbestos or asbestos-containing materials;
(vii) the presence of which requires notification, investigation or remediation under any Environmental Laws or common law; (viii) the
presence of which on the Property causes or threatens to cause a nuisance upon the Property or to adjacent properties or poses or threatens
to pose a hazard to the health or safety of persons on or about the Property; (ix) the presence of which on adjacent properties would
constitute a trespass by the Indemnitor; (x) which is urea formaldehyde foam insulation or urea formaldehyde foam insulation-containing
materials; (xi) which is lead base paint or lead base paint-containing materials; (xii) which are polychlorinated biphenyls or polychlorinated
biphenyl-containing materials; (xiii) which is radon or radon-containing or producing materials; (xiv) which is or contains excessive moisture,
mildew, mold, microbial contamination, microbial growth or other fungi, or biological agents that can or are known to produce mycotoxins or
other bioaerosols, such as antigens, bacteria, amoebae and microbial organic compounds or other similar matter, in each case that poses a risk
to human health or the environment, or negatively impacts the value of the Property (herein referred to as “toxic mold”); (xv) which is a vapor
from volatile chemicals or any other toxic or hazardous materials, including petroleum hydrocarbons, from a subsurface soil, groundwater or
other source; or (xvi) which by any laws of any
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applicable governmental authority requires special handling in its collection, storage, treatment, or disposal; and
(c) “Contamination” means the seeping, spilling, leaking, pumping, pouring, emitting, using, emptying, discharging, injecting,
escaping, leaching, dumping, disposing, releasing, migrating, vaporizing or the presence of Hazardous Substances at, under or upon the
Property or into the environment, or arising from the Property or migrating or vaporizing to or from the Property, whether or not the presence
of such Hazardous Substances or the Contamination may require notification, treatment, response or removal action or remediation under any
Environmental Laws.
3. Representations and Warranties. Each Indemnitor hereby represents and warrants that, except as is otherwise set forth on Schedule
5.1.14 to the Credit Agreement, each Indemnitor is and has been, and, to the actual knowledge of each respective Indemnitor, each of its
Subsidiaries is and has been, in compliance in all material respects with applicable Environmental Laws; provided that such matters so
disclosed could not in the aggregate result in a Material Adverse Change.
4. Environmental Covenants. Each Indemnitor hereby covenants and agrees as follows:

(a) to cause all activities at the Property during the term of the Loan to be conducted in compliance with all Environmental Laws in
all material respects;
(b) to provide the Administrative Agent with copies of all: (i) correspondence, notices of violation, summons, orders, complaints or
other documents received by the Indemnitor, its sublessees, occupants or assigns, pertaining to compliance with any Environmental Laws
and/or the presence or potential presence of Contamination; (ii) reports of or information from previous environmental investigations
undertaken at the Property which the Indemnitor knows of, or has or can obtain possession without unreasonable effort or expense; (iii) any
reports of or information from environmental investigations undertaken at the Property by any person or entity after the date of this
Agreement to which an Indemnitor has access; (iv) licenses, certificates and permits required by the Environmental Laws; and (v) any other
information that the Administrative Agent may reasonably request from time to time;
(c) not to generate, manufacture, refine, transport, transfer, produce, store, use, process, treat, dispose of, handle, permit to exist, or
in any manner deal with, any Hazardous Substances on any part of the Property, nor permit others to engage in any such activity on the
Property, except for (i) those Hazardous Substances which are used or present in the ordinary course of the Indemnitors’ business in
compliance with all Environmental Laws and have not been released into the environment in such a manner as to constitute Contamination
hereunder; and (ii) those Hazardous Substances which are naturally occurring on the Property, but only in such naturally occurring form and
only in such quantities that are known not to be harmful, hazardous or injurious to the health or safety of occupants or users of the Property;
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(d) not to cause or permit, as a result of any intentional or unintentional act or omission on the part of the Indemnitor or any tenant,
subtenant, occupant or assigns, the presence of Hazardous Substances or Contamination on the Property, except for (i) those Hazardous
Substances which are used or present in the ordinary course of the Indemnitors’ business in compliance with all Environmental Laws and have
not been released into the environment in such a manner as to constitute Contamination hereunder; and (ii) those Hazardous Substances
which are naturally occurring on the Property, but only in such naturally occurring form and only in such quantities that are known not to be
harmful, hazardous or injurious to the health or safety of occupants or users of the Property;
(e) to give notice and a full description to the Administrative Agent immediately upon the Indemnitors’ acquiring actual knowledge
of (i) any and all enforcement, clean-up, removal or other regulatory actions threatened, instituted or completed by any governmental authority
with respect to the Indemnitor or the Property; (ii) all claims made or threatened in writing by any third party against the Indemnitor or the
Property relating to damage, contribution, compensation, loss or injury resulting from any Hazardous Substances or Contamination; (iii) any
complaint made or threatened in writing by any third party against the Indemnitor or the Property relating to damage, contribution,
compensation, loss or injury resulting from any Hazardous Substances or Contamination; (iv) the presence of any Contamination on, under,
from or affecting the Property; (v) any Contamination or other release or discharge of Hazardous Substances on or from the Property that must
be reported to any governmental entity under applicable Environmental Laws; (vi) Indemnitors’ violation of any Environmental Laws in any
material respect or any allegation of same in writing from any other person; (vii) the imposition, attachment or recording of any lien, deed
restriction, activity and use limitations, environmental covenant, institutional control or encumbrance under Environmental Laws against the
Property and/or any personal or other real property owned by Indemnitor; (viii) the inability to obtain or renew any Environmental Permit or a
written notice from a governmental authority that it has revoked or suspended, or otherwise intends to revoke or suspend, whether in whole or
in part, any permit for the Property, which permit relates, in any way, to any Environmental Law; and (ix) any matters relating to Hazardous
Substances, Contamination or Environmental Laws that would give a reasonably prudent lender cause to be concerned that the value of their
security interest in the Collateral contained on the Property may be reduced or threatened or that may impair or threaten to impair the
Indemnitors’ ability to perform any of its obligations under this Agreement or the Loan Documents;
(f) to timely comply in all material respects with any Environmental Laws requiring the removal, treatment, storage, processing,
handling, transportation or disposal of Hazardous Substances or Contamination and provide the Administrative Agent with satisfactory
evidence of such compliance;
(g) to conduct and complete all investigations, studies, sampling and testing, as well as all remedial, removal and other actions
necessary to clean up and remove all Contamination on, under, from or affecting the Property, all in accordance with the Environmental Laws;
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(h) to continue to have all necessary licenses, certificates and permits required under the Environmental Laws relating to the
Indemnitor and its leased Property, facilities, assets and business;
(i) to remediate or cause to be remediated, at its sole cost and expense, any substance which is or contains toxic mold; and
(j) to investigate, and as necessary, remediate or cause to be remediated, at its sole cost and expense, any vapor intrusion
conditions from volatile chemicals or other toxic or hazardous materials, including petroleum hydrocarbons.
5. Administrative Agent’s Right to Conduct an Investigation.

(a) The Administrative Agent may, at any time and with reasonable cause, commission an investigation into the presence of
Hazardous Substances or Contamination on, from or affecting the Property, or the compliance with Environmental Laws at, or relating to, the
Property, subject to the rights of the owner of the Property. Such an investigation performed by the Administrative Agent shall be at the
Indemnitors’ expense if the performance of the investigation is commenced (i) upon the occurrence of a default hereunder or of a default or
“Event of Default” under any of the Loan Documents; or (ii) because the Administrative Agent has a reasonable belief that the Indemnitor has
violated any provision of this Agreement (including any representation, warranty or covenant). All other investigations performed by the
Administrative Agent shall be at the Administrative Agent’s expense. In connection with any investigation under this paragraph, the
Indemnitor, its subtenants, occupants and assigns, shall comply with all reasonable requests for information made by the Administrative
Agent or its agents and the Indemnitor represents and warrants that all responses to any such requests for information will be correct and
complete. The Indemnitor shall provide the Administrative Agent and its agents with rights of access to all areas of the Property and permit
the Administrative Agent and its agents to perform testing (including any invasive testing) necessary or appropriate, in the Administrative
Agent’s reasonable judgment, to perform such investigation, subject to the rights of the owner of the Property.
(b) The Administrative Agent is under no duty, however, to conduct such investigations of the Property and any such
investigations by the Administrative Agent shall be solely for the purposes of protecting the Administrative Agent’s security interest in the
Collateral located on the Property and preserving its rights under the Loan Documents. No site visit, observation, or testing by the
Administrative Agent shall constitute a waiver of any default of the Indemnitor or be characterized as a representation regarding the presence
or absence of Hazardous Substances or Contamination at the Property. The Administrative Agent owes no duty of care to protect the
Indemnitor or any third party from the presence of Hazardous Substances, Contamination or any other adverse condition affecting the
Property nor shall the Administrative Agent be obligated to disclose to the Indemnitor or any third party any report or findings made in
connection with any investigation done on behalf of the Administrative Agent, unless otherwise required by law.
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6. Indemnification.
(a) Each Indemnitor covenants and agrees, at its sole cost and expense, to indemnify, defend, protect, save and hold harmless the
Administrative Agent (including the Administrative Agent, should the Administrative Agent ever become a lessee in possession, or as
successor in interest to any Indemnitor) and all of its officers, directors, employees and agents, any participant in the Loan, and their
respective successors and assigns, against and from any and all Environmental Damages (as defined in subsection (b) below), which may at
any time be imposed upon, threatened against, incurred by or asserted or awarded against the Administrative Agent (whether before or after
the release, satisfaction or extinguishment of the Lease) and arising from or out of:
(i) the Indemnitors’ failure to comply with any of the provisions of this Agreement, including the Indemnitors’ breach of any
covenant, representation or warranty contained in this Agreement;
(ii) any Contamination, or threatened release of any Hazardous Substances or Contamination, on, in, under, affecting or
migrating or threatening to migrate to or from all or any portion of the Property, any surrounding areas or other property or any persons;
(iii) any violation of, or noncompliance with, or alleged violation of, or noncompliance with, Environmental Laws (and/or any
permit relating to any Environmental Laws) by the Property or the Indemnitor, or its agents, employees, contractors, and the like, including,
without limitation, reasonable costs and fees of lawyers, environmental consultants and the like incurred to remove any environmentally
related lien imposed upon the Property;
(iv) the willful misconduct, error or omission or negligent act or omission of the Indemnitor, or its agents, employees,
contractors, and the like;
(v) any judgment, lien, order, complaint, notice, citation, action, proceeding or investigation pending or threatened by or
before any governmental authority or any private party litigant, including any environmental regulatory body, or before any court of law
(including any private civil litigation) with respect to the Indemnitors’ business, assets, property or facilities, or the Property, in connection
with any Hazardous Substances, Contamination or any Environmental Laws (including the assertion that any lien existing or arising pursuant
to any Environmental Laws takes priority over the lien created in the Loan Documents); or
(vi) the enforcement of this Agreement or the assertion by the Indemnitor of any defense to its obligations hereunder.
The Indemnitors’ indemnification obligations set forth in this Section 6 shall be in effect and enforceable regardless of whether any such
indemnification obligations arise before or after termination of the Lease or other taking of possession to all or any portion of the Property by
the Administrative Agent or any affiliate of the Administrative Agent, and whether the underlying
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basis of any claim arose from events prior to the Indemnitor acquiring possession of the Property.
(b) For the purposes of this Agreement, “Environmental Damages” shall mean all claims, judgments, damages, losses, penalties,
fines, liabilities (including strict liability), encumbrances, liens, reasonable costs and expenses of investigation and defense of any claim,
whether or not such claim is ultimately defeated, and of any good faith settlement, of whatever kind or nature, contingent or otherwise,
matured or unmatured, foreseeable or unforeseeable, including reasonable attorneys’ fees and disbursements and consultants’ fees, any of
which are incurred at any time, and including:
(i) damages, losses or costs for personal injury, or injury to property or natural resources (including costs of assessment),
occurring upon or off of the Property, including lost profits, consequential damages, punitive damages, the cost of demolition and rebuilding
of any improvements on real property, interest and penalties;
(ii) reasonable fees incurred for the services of attorneys, consultants, contractors, experts, laboratories and all other costs
and expenses incurred in connection with investigation, removal, remediation or post-remediation monitoring, operation and maintenance, of
any Hazardous Substances or Contamination or violation of any Environmental Laws including the preparation of any feasibility studies or
reports or the performance of any cleanup, remediation, removal, response, abatement, contaminant, closure, restoration, treatment,
investigation work or monitoring work required by any Environmental Laws, or reasonably necessary to make full economic use of the
Collateral located on the Property or any other property or otherwise expended in connection with such conditions, including any and all
Corrective Work under Section 7, and further including any reasonable attorneys’ fees, costs and expenses incurred in enforcing this
Agreement or collecting any sums due hereunder;
(iii) any additional costs required to take necessary precautions to protect against a release of Hazardous Substances or
Contamination on, in, under or affecting the Property into the air, any body of water, any other public domain or any surrounding or adjoining
areas;
(iv) any costs incurred to comply, in connection with all or any portion of the Property or any area surrounding or adjoining
the Property, with all Environmental Laws;
(v) liability to any third persons or governmental agency for costs expended in connection with the items referenced in
clause (ii) above; and
(vi) diminution in the value of the Collateral located on the Property.
(c) Promptly after the receipt by the Administrative Agent of written notice of any demand or claim or the commencement of any
action, suit or proceeding concerning the Indemnitor or the Administrative Agent in connection with the Property, the Administrative Agent
shall notify the Indemnitor thereof in writing. The failure by the Administrative Agent promptly to give such notice shall not relieve the
Indemnitor of any liability to the
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Administrative Agent hereunder, unless such failure results in additional Environmental Damage.
7. Indemnitors’ Obligation to Perform Corrective Work.

(a) The Indemnitor shall have the obligation to promptly commence and perform any corrective work required to address any
Environmental Damages or Contamination, including any actions required by the Indemnitor under Section 6 (“Corrective Work”) after the
occurrence of any of the following: (i) the Indemnitor obtains actual knowledge of any Contamination on, in, under, affecting, or migrating to
or from the Property or any surrounding areas; or (ii) an event occurs for which the Administrative Agent can seek indemnification from the
Indemnitor pursuant to Section 6.
(b) The Indemnitor shall provide to the Administrative Agent written notification at least twenty (20) days prior to the
commencement of any such Corrective Work, and shall give the Administrative Agent a monthly report, during the performance of such
Corrective Work, on the Indemnitors’ progress with respect thereto, and shall promptly give the Administrative Agent such other information
with respect thereto as the Administrative Agent shall reasonably request from time to time. Such written notice shall contain the name of the
person or entity performing such Corrective Work and shall be accompanied by: (i) written evidence, satisfactory in form and content to the
Administrative Agent, showing that such person or entity is fully insured against any and all injury and damages caused by or resulting from
the performance of such Corrective Work; and (ii) copies of the plans for such Corrective Work, approved in writing by the appropriate
governmental authorities.
(c) Any Corrective Work conducted by the Indemnitor shall be diligently performed to completion and shall comply with all
Environmental Laws and all other applicable laws to correct, contain, clean up, treat, remove, resolve, dispose of or minimize the impact of all
Hazardous Substances or Contamination.
(d) Any failure by the Administrative Agent to object to any actions taken by the Indemnitor shall not be construed to be an
approval by the Administrative Agent of such actions. This Agreement shall not be construed as creating any obligation for the
Administrative Agent to initiate any contests or to perform or review the Indemnitors’ or any other party’s performance of, any Corrective
Work, or disburse any funds for any contests or the performance of any Corrective Work.
8. Administrative Agent’s Right to Select Engineers, Consultants and Attorneys. Without limiting the other provisions hereof, in the
event any claim (whether or not a judicial or administrative action is involved) is asserted against the Administrative Agent with respect to
Hazardous Substances, Environmental Laws or Contamination, the Administrative Agent shall have the right to select the engineers, other
consultants and attorneys for the Administrative Agent’s defense or guidance, determine the appropriate legal strategy for such defense, and
compromise or settle such claim, all in the Administrative Agent’s sole discretion, and the Indemnitor shall be liable to the Administrative
Agent in accordance with the terms
-8-
hereof for liabilities, costs and reasonable expenses incurred by the Administrative Agent in this regard.
9. Indemnitors’ Obligation to Deliver Property. The Indemnitor agrees that, in the event the Administrative Agent assumes the Lease,
the Indemnitor shall, subject to the terms of the Lease, deliver the Property to the Administrative Agent free of any and all Hazardous
Substances, (except for (a) those Hazardous Substances which are used or present in the ordinary course of the Indemnitors’ business in
compliance with all Environmental Laws and have not been released into the environment in such a manner as to constitute Contamination
hereunder, and (b) those Hazardous Substances which are naturally occurring on the Property, but only in such naturally occurring form and
only in such quantities that are known not to be harmful, hazardous or injurious to the health or safety of occupants or users of the Property)
or Contamination in a condition such that the Property conforms in all material respects with all Environmental Laws and such that no remedial
or removal action or other Corrective Work will be required with respect to the Property. The Indemnitors’ obligations as set forth in this
Section are strictly for the benefit of the Administrative Agent and the other Lenders as holders of any portion of the Loan and shall not in
any way impair or affect the Administrative Agent’s right to assume the Lease.
10. Administrative Agent’s Right to Cure. In addition to the other remedies provided to the Administrative Agent in the Credit
Agreement and the other Loan Documents, should the Indemnitor fail to abide by any provisions of this Agreement, subject to the terms of
the Lease, the Administrative Agent may, should it elect to do so, perform any Corrective Work and any other such actions as it, in its sole
discretion, deems necessary to repair, respond to and remedy any damage to the Property caused by Hazardous Substances or Contamination
or any such Corrective Work. In such event, all funds expended by the Administrative Agent in connection with the performance of any
Corrective Work, including all contractor charges, reasonable attorneys’ fees, engineering fees, consultant fees and similar charges, shall
become a part of the obligation secured by the Credit Agreement and other Loan Documents and shall be due and payable by the Indemnitor
on demand. Each disbursement made by the Administrative Agent pursuant to this provision shall bear interest at the lower of the rate of
interest after default (as contained in Section 3.3.1 of the Credit Agreement) or the highest rate allowable under applicable laws from the date
the Indemnitor shall have received written notice that the funds have been advanced by the Administrative Agent until paid in full.
11. Scope of Liability. The liability under this Agreement shall in no way be limited or impaired by: (a) any extension of time for
performance required by any of the Loan Documents; (b) any assignment of the Credit Agreement or Loan Documents; (c) the discharge of
the Credit Agreement or other Loan Documents; (d) any exculpatory provisions in any of the Loan Documents limiting the Administrative
Agent’s recourse; (e) the accuracy or inaccuracy of the representations and warranties made by the Indemnitor, or any other obligor under
any of the Loan Documents; (f) the release of the Indemnitor or any guarantor or any other person from performance or observance of any of
the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation of law, the Administrative Agent’s
voluntary act or otherwise; (g) the release or substitution, in whole or in part, of any security for the Note or other obligations; or (h) the
Administrative Agent’s failure to file any UCC financing statements (or
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the Administrative Agent’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest
or lien given as security for the Credit Agreement or other obligations; and, in any such case, whether with or without notice to the Indemnitor
or any guarantor or other person or entity and with or without consideration.
12. Notices. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder (“Notices”)
must be in writing and will be effective upon receipt. Notices may be given in any manner to which the parties may separately agree, including
electronic mail. Without limiting the foregoing, first class mail, facsimile transmission and commercial courier service are hereby agreed to as
acceptable methods for giving Notices. Regardless of the manner in which provided, Notices may be sent to a party’s address as set forth
above or to such other address any party may give to the other for such purpose in accordance with this section.
13. Preservation of Rights. No delay or omission on the Administrative Agent’s part to exercise any right or power arising hereunder
will impair any such right or power or be considered a waiver of any such right or power, nor will the Administrative Agent’s action or inaction
impair any such right or power. The Administrative Agent’s rights and remedies hereunder are cumulative and not exclusive of any other
rights or remedies which the Administrative Agent may have under other agreements, at law or in equity. Any representations, warranties,
covenants or indemnification liabilities for breach thereof contained in this Agreement shall not be affected by any knowledge of, or
investigations performed by, the Administrative Agent. Any one or more persons or entities comprising the Indemnitor, or any other party
liable upon or in respect of this Agreement or the Loan, may be released without affecting the liability of any party not so released.
14. Illegality. If any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, it shall not affect or
impair the validity, legality and enforceability of the remaining provisions of this Agreement.
15. Changes in Writing. No modification, amendment or waiver of, or consent to any departure by the Indemnitor from, any provision of
this Agreement will be effective unless made in a writing signed by the Administrative Agent, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No notice to or demand on the Indemnitor will entitle the
Indemnitor to any other or further notice or demand in the same, similar or other circumstance.
16. Successors and Assigns; Survival. This Agreement will be binding upon the Indemnitor and its heirs, administrators, successors
and assigns, and will inure to the benefit of the Administrative Agent and its successors and assigns as well as any persons or entities who
acquire possession of the Property from, or through action by, the Administrative Agent; provided, however, that the Indemnitor may not
assign this Agreement in whole or in part without the Administrative Agent’s prior written consent and the Administrative Agent at any time
may assign this Agreement in whole or in part to any Person who succeeds the Administrative Agent under the Loan Documents or who acts
on behalf of the Administrative Agent in connection with the exercise of its rights pursuant to Section 8.2 of the Credit
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Agreement. The Indemnitors’ obligations under this Agreement shall survive any transfer of possession of the Property by the Indemnitor or
the Administrative Agent and payment of the Loan in full.
17. Interpretation. In this Agreement, unless the Administrative Agent and the Indemnitor otherwise agree in writing, the singular
includes the plural and the plural the singular; words importing any gender include the other genders; references to statutes are to be
construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word “or” shall be deemed to
include “and/or”, the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”;
references to articles, sections (or subdivisions of sections) or exhibits are to those of this Agreement; and references to agreements and other
contractual instruments shall be deemed to include all subsequent amendments and other modifications to such instruments, but only to the
extent such amendments and other modifications are not prohibited by the terms of this Agreement. Section headings in this Agreement are
included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. If this Agreement is
executed by more than one party as Indemnitor, the obligations of such persons or entities will be joint and several.
18. Governing Law and Jurisdiction. This Agreement has been delivered to and accepted by the Administrative Agent and will be
deemed to be made in the State of Pennsylvania. THIS AGREEMENT WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF
THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF PENNSYLVANIA, EXCLUDING ITS
CONFLICT OF LAWS RULES. The Indemnitor hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in the
county or judicial district where the Administrative Agent’s office indicated above is located; provided that nothing contained in this
Agreement will prevent the Administrative Agent from bringing any action, enforcing any award or judgment or exercising any rights against
the Indemnitor individually, against any security or against any property of the Indemnitor within any other county, state or other foreign or
domestic jurisdiction. The Administrative Agent and the Indemnitor agree that the venue provided above is the most convenient forum for
both the Administrative Agent and the Indemnitor. The Indemnitor waives any objection to venue and any objection based on a more
convenient forum in any action instituted under this Agreement.
19. Further Assurances. Indemnitor will, at the cost of Indemnitor, upon the Administrative Agent’s request, execute, acknowledge and
deliver to the Administrative Agent such further documents and statements and do or cause to be done such acts or things as the
Administrative Agent may deem necessary or appropriate to effect the transactions contemplated hereby or to confirm the assumption of and
agreement to pay, perform and discharge the liabilities and obligations hereby assumed and agreed to be paid, performed or discharged, or
intended so to be.
20. WAIVER OF JURY TRIAL. THE INDEMNITOR IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS AGREEMENT, ANY DOCUMENTS
EXECUTED IN CONNECTION WITH THIS
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AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE INDEMNITOR ACKNOWLEDGES
THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
The Indemnitor acknowledges that it has read and understood all the provisions of this Agreement, including the waiver of jury trial, and has
been advised by counsel as necessary or appropriate.

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[SIGNATURE PAGE TO INDEMNITY AGREEMENT]
WITNESS the due execution hereof as a document under seal, as of the date first written above.

By:
Printed:
Title:


member
By:
Printed:
Title:

By:
Printed:
Title:

By:
Printed:
Title:

By:
Printed:
Title:

individually and as Administrative Agent
By:
EXHIBIT A
Guarantors
1. Under Armour Manufacturing, LLC

2. Under Armour Retail, Inc.
3. Under Armour Holdings, Inc.
4. Under Armour Retail of Texas, LLC
5. Under Armour Retail of Ohio, LLC
6. Under Armour Retail of Maryland, L.L.C.
7. Under Armour Retail of Florida, LLC
8. Under Armour Retail of Virginia, LLC
9. Under Armour Retail of California, LLC
10. Under Armour Retail of Wisconsin, LLC
11. Under Armour Retail of Massachusetts, LLC
12. Under Armour Retail of New York, LLC
13. Under Armour Retail of New Jersey, LLC
14. Under Armour Retail of Georgia, LLC
15. Under Armour Retail of Pennsylvania, LLC
16. Under Armour Retail of DC, LLC
17. Under Armour Retail of Delaware, LLC
18. Under Armour Retail of Connecticut, LLC
19. Under Armour Retail of Illinois, LLC
20. Under Armour Retail of South Carolina, LLC
21. Under Armour Retail of Michigan, LLC
22. Under Armour Retail of Maine, LLC
23. Under Armour Retail of Tennessee, LLC
EXHIBIT B
Location of Leases
S tore S tre e t S u ite C ity, State , Zip

Glen Burnie, MD 1040 Swan Creek Dr. Glen Burnie, MD 21226
Swan Creek, MD 1010 Swan Creek Dr. Suite B Curtis Bay, MD 21226
Hagerstown, MD 365 Prime Outlets Blvd. Hagerstown, MD 21740
Leesburg, VA 241 Fort Evans Road N.E. Suite 369 Leesburg, VA 20176
Williamsburg, VA 5707-3 Richmond Rd. Williamsburg, VA 23188
Wrentham, MA One Premium Outlets Blvd. Suite 305 Wrentham, MA 02093
Tannersville, PA 1000 Rte. 611 North Suite C-12 Tannersville, PA 18372
Riverhead, NY 1513 Tanger Mall Dr. Suite 1513 Riverhead, NY 11901
Rehoboth Beach, DE 36698 Bayside Outlet Drive Suite 210 Rehoboth Beach, DE 19971
Jackson, NJ 537 Monmouth Road Suite 0128 Jackson, NJ 08527
Limerick, PA 18 Light Cap Road Suite 1073 Limerick, PA 19464
Clinton, CT 20 Killingworth Turnpike Suite 204 Clinton, CT 06413
Waterloo, NY 655 Route 318 Suite A003 Waterloo, NY 13165
Kittery, ME 336 US Route 1 Suite 220 #6 Kittery, ME 03904
Woodbury, NY 350 Red Apple Court Suite 350 Central Valley, NY 10917
Tinton Falls, NJ 4001 Route 66 Suite 101 Tinton Falls, NJ 07753
Ellenton, FL 5111 Factory Shops Blvd. Ellenton, FL 34222
Jeffersonville, OH 8740 Factory Shops Blvd. Jeffersonville, OH 43128
Destin, FL 10676 Emerald Coast Parkway West Suite 135 Destin, FL 32550
San Marcos, TX 3939 IH-35 South Suite 610 San Marcos, TX 78666
Pleasant Prairie, WI 11211 120th Ave. Suite 504 Pleasant Prairie, WI 53158
Dawsonville, GA 800 Highway 400 South Suite 1052 Dawsonville, GA 30534
Orlando, FL 4975 International Dr. Suite 3C01 Orlando, FL 32819
Houston, TX 29300 Hempstead Road Suite 849 Houston, TX 77433
Myrtle Beach, SC 10843 Kings Road (Hwy 17) Suite 685 Myrtle Beach, SC 29572
Birch Run, MI 12150 Beyer Road Suite F70 Birch Run, MI 48415
Annapolis, MD 2575 Annapolis Mall Annapolis, MD 21401
Fox Valley, IL 2308 Fox Valley Center A-6 Aurora, IL 60504
Natick, MA 1245 Worcester Street 2068 Natick MA 017604
Montgomery Mall, MD 7101 Democracy Blvd. Bethesda, MD 20617
INTERCOMPANY SUBORDINATION AGREEMENT
THIS INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”) is dated as of January 28, 2009 and is made by and
among the entities listed on the signature page hereto and each Person who hereafter becomes a Guarantor under the Credit Agreement (as
defined below) (subsequently joining this Agreement) (each being individually referred to herein as a “Company” and collectively as the
“Companies”).
WITNESSETH THAT:
WHEREAS, each capitalized term used herein shall, unless otherwise defined herein, have the meaning specified in that certain Credit
Agreement dated as of even date herewith (as it may be hereafter amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”) by and among Under Armour, Inc., a Maryland corporation (the “Borrower”), the Guarantors now or hereafter party
thereto, the Lenders now or hereafter party thereto (the “Lenders”) PNC Bank, National Association, as Administrative Agent (the “Agent”)
for the Lenders, SunTrust Bank, as Syndication Agent, and Compass Bank, as Documentation Agent; and
WHEREAS, pursuant to the Credit Agreement and the other Loan Documents referred to and defined in the Credit Agreement, the
Lenders intend to make Loans to the Borrower; and
WHEREAS, the Companies are or may become indebted to each other (the Indebtedness of each of the Companies to any other
Company, now existing or hereafter incurred (whether created directly or acquired by assignment or otherwise), and interest and premiums, if
any, thereon and other amounts payable in respect thereof are hereinafter collectively referred to as the “Intercompany Indebtedness”); and
WHEREAS, the obligations of the Lenders to maintain the Commitments and make Loans to the Borrower from time to time are subject to
the condition, among others, that the Companies subordinate the Intercompany Indebtedness to the Obligations of the Borrower or any other
Company to the Agent or the Lenders pursuant to the Credit Agreement, the other Loan Documents or any Lender Provided Interest Rate
Hedge (collectively, the “Senior Debt”) in the manner set forth herein.
NOW, THEREFORE, intending to be legally bound hereby, the parties hereto covenant and agree as follows:
1. Intercompany Indebtedness Subordinated to Senior Debt. The recitals set forth above are hereby incorporated by reference. All
Intercompany Indebtedness shall be subordinate and subject in right of payment to the prior indefeasible payment in full of all Senior Debt
pursuant to the provisions contained herein.
2. Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in the event of (a) any insolvency
or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith,
relative to any such Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such
Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of
creditors or any marshalling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to
in such capacity as a “Distributing Company”), then and in any such event, the Agent shall be entitled to receive, for the benefit of the Agent
and the Lenders as their respective interests may appear, indefeasible payment in full of all amounts due or to become due (whether or not an
Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date
on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt before the holder of any Intercompany
Indebtedness owed by the Distributing Company is entitled to receive any payment on account of the principal of or interest on such
Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Debt, any
payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the
Intercompany Indebtedness owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up
event.
3. No Commencement of Any Proceeding. Each Company agrees that, so long as the Senior Debt shall remain unpaid, it will not
commence, or join with any creditor other than the Lenders and the Agent in commencing, any proceeding referred to in Section 2 herein
against any other Company which owes it any Intercompany Indebtedness.
4. Prior Payment of Senior Debt Upon Acceleration of Intercompany Indebtedness. If any portion of the Intercompany Indebtedness
owed by any Company becomes or is declared due and payable before its stated maturity, then and in such event the Agent and the Lenders
shall be entitled to receive indefeasible payment in full of all amounts due and to become due on or in respect of the Senior Debt (whether or
not an Event of Default has occurred under the terms of the Credit Agreement or the other Loan Documents, or the Senior Debt has been
declared due and payable prior to the date on which it would otherwise have become due and payable) before the holder of any such
Intercompany Indebtedness is entitled to receive any payment thereon.
5. No Payment When Senior Debt in Default. If any Event of Default shall have occurred and be continuing, or such an Event of Default
or Potential Default would result from or exist after giving effect to a payment with respect to any portion of the Intercompany Indebtedness,
unless the Required Lenders shall have consented to or waived the same, so long as any of the Senior Debt shall remain outstanding, no
payment shall be made by any Company owing such Intercompany Indebtedness on account of principal or interest on any portion of the
Intercompany Indebtedness.
6. Payment Permitted if No Default. Nothing contained in this Agreement shall prevent any of the Companies, at any time except during
the pendency of any of the conditions
-2-
described in Sections 2, 4 and 5, from making payments at any time of principal of or interest on any portion of the Intercompany
Indebtedness, or the retention thereof by any of the Companies of any money deposited with them for the payment of or on account of the
principal of or interest on the Intercompany Indebtedness.
7. Receipt of Prohibited Payments. If, notwithstanding the foregoing provisions of Sections 2, 4, 5 and 6, a Company which is owed
Intercompany Indebtedness by a Distributing Company shall have received any payment or distribution of assets from the Distributing
Company of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in
trust for the benefit of the Agent and the Lenders as their respective interests may appear, shall be segregated from other funds and property
held by such Company, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be
applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior
Debt in accordance with the terms of the Credit Agreement.
8. Rights of Subrogation. Each Company agrees that no payment or distribution to the Agent or the Lenders pursuant to the provisions
of this Agreement shall entitle it to exercise any rights of subrogation in respect thereof until the Senior Debt shall have been indefeasibly paid
in full and the Commitments shall have terminated and the Letters of Credit have expired.
9. Instruments Evidencing Intercompany Indebtedness. Each Company shall cause each instrument which now or hereafter evidences all
or a portion of the Intercompany Indebtedness to be conspicuously marked as follows:
“This instrument is subject to the terms of an Intercompany Subordination Agreement dated as of January 28, 2009 in favor of
PNC Bank, National Association, as Agent for the Lenders referred to therein, which Intercompany Subordination Agreement is
incorporated herein by reference. Notwithstanding any contrary statement contained in this instrument, no payment on account of
the principal thereof or interest thereon shall become due or payable except in accordance with the express terms of said
Intercompany Subordination Agreement.”
Each Company will further mark its books of account in such a manner as shall be effective to give proper notice of the effect of this
Agreement.
10. Agreement Solely to Define Relative Rights. The purpose of this Agreement is solely to define the relative rights of the Companies,
on the one hand, and the Agent and the Lenders, on the other hand. Nothing contained in this Agreement is intended to or shall impair, as
between any of the Companies and their creditors other than the Agent and the Lenders, the obligation of the Companies to each other to pay
the principal of and interest on the Intercompany Indebtedness as and when the same shall become due and payable in accordance with its
terms, or is intended to or shall affect the relative rights among the Companies and their
-3-
creditors other than the Agent and the Lenders, nor shall anything herein prevent any of the Companies from exercising all remedies otherwise
permitted by applicable Law upon default under any agreement pursuant to which the Intercompany Indebtedness is created, subject to the
rights, if any, under this Agreement of the Agent and the Lenders to receive cash, property or securities otherwise payable or deliverable with
respect to the Intercompany Indebtedness.
11. No Implied Waivers of Subordination. No right of the Agent or any Lender to enforce subordination, as herein provided, shall at any
time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Agent or
any Lender, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the
Intercompany Indebtedness is created, regardless of any knowledge thereof with which the Agent or any Lender may have or be otherwise
charged. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under
the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the
obligations of the other Companies with respect to their Intercompany Indebtedness, other than by means of payment of such Intercompany
Indebtedness according to its terms, without the prior written consent of the Agent.
Without in any way limiting the generality of the foregoing paragraph, the Agent or any of the Lenders may, at any time and from time to
time, without the consent of or notice to the Companies, without incurring responsibility to the Companies and without impairing or releasing
the subordination provided in this Agreement or the obligations hereunder of the Companies to the Agent and the Lenders, do any one or
more of the following: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or
otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any person liable in any manner for the payment or collection of the
Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other person.
12. Additional Subsidiaries. The Companies covenant and agree that they shall cause Subsidiaries created or acquired after the date of
this Agreement, and any other Subsidiaries required to join this Agreement pursuant to Section 7.2.8 [Subsidiaries] or otherwise under the
Credit Agreement, to execute a Guarantor Joinder in substantially the form of Exhibit 1.1(G)(1) to the Credit Agreement, whereby such
Subsidiary joins this Agreement and subordinates all Indebtedness owed to any such Subsidiary by any of the Companies or other
Subsidiaries hereafter created or acquired to the Senior Debt.
13. Continuing Force and Effect. This Agreement shall continue in force for so long as any portion of the Senior Debt remains unpaid
and any Commitments or Letters of Credit under the Credit Agreement remain outstanding, it being contemplated that this Agreement be of a
continuing nature.
-4-
14. Modification, Amendments or Waivers. Any and all agreements amending or changing any provision of this Agreement or the rights
of the Agent or the Lenders hereunder, and any and all waivers or consents to Events of Default or other departures from the due performance
of the Companies hereunder, shall be made only by written agreement, waiver or consent signed by the Agent, acting on behalf of all the
Lenders, with the written consent of the Required Lenders, any such agreement, waiver or consent made with such written consent being
effective to bind all the Lenders.
15. Expenses. The Companies unconditionally and jointly and severally agree upon demand to pay to the Agent and the Lenders the
amount of any and all out-of-pocket costs, expenses and disbursements, including fees and expenses of counsel (including the allocated costs
of staff counsel) for which reimbursement is customarily obtained, which the Agent or any of the Lenders may incur in connection with (a) the
administration of this Agreement, (b) the exercise or enforcement of any of the rights of the Agent or the Lenders hereunder, or (c) the failure
by the Companies to perform or observe any of the provisions hereof.
16. Severability. The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid
or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such
invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining
provisions hereof in any jurisdiction.
17. Governing Law. This Agreement shall be a contract under the internal laws of the Commonwealth of Pennsylvania and for all
purposes shall be construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to its principles
of conflict of laws.
18. Successors and Assigns. This Agreement shall inure to the benefit of the Agent and the Lenders and their respective successors and
assigns, and the obligations of the Companies shall be binding upon their respective successors and permitted assigns, provided, that no
company may assign or transfer its rights or obligations hereunder or any interest herein and any such purported assignment or transfer shall
be null and void. The duties and obligations of the Companies may not be delegated or transferred by the Companies without the written
consent of the Required Lenders and any such delegation or transfer without such consent shall be null and void. Except to the extent
otherwise required by the context of this Agreement, the word “Lenders” when used herein shall include, without limitation, any holder of a
Note or an assignment of rights therein originally issued to a Lender under the Credit Agreement, and each such holder of a Note or
assignment shall have the benefits of this Agreement to the same extent as if such holder had originally been a Lender under the Credit
Agreement.
19. Joint and Several Obligations. Each of the obligations of each and every Company under this Agreement is joint and several. The
Agent and the Lenders, or any of them, may, in their sole discretion, elect to enforce this Agreement against any Company without any duty
or responsibility to pursue any other Company and such an election by the Agent and the Lenders, or any of them, shall not be a defense to
any action the Agent and the Lenders, or any of
-5-
them, may elect to take against any Company. Each of the Lenders and Agent hereby reserve all rights against each Company.
20. Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate
counterparts, each of which, when executed and delivered, shall be deemed an original, but all such counterparts shall constitute but one and
the same instrument.
21. Attorneys-in-Fact. Each of the Companies hereby authorizes and empowers the Agent, at its election and in the name of either itself,
for the benefit of the Agent and the Lenders as their respective interests may appear, or in the name of each such Company as is owed
Intercompany Indebtedness, to execute and file proofs and documents and take any other action the Agent may deem advisable to completely
protect the Agent’s and the Lenders’ interests in the Intercompany Indebtedness and their right of enforcement thereof, and to that end each
of the Companies hereby irrevocably makes, constitutes and appoints the Agent, its officers, employees and agents, or any of them, with full
power of substitution, as the true and lawful attorney-in-fact and agent of such Company, and with full power for such Company, and in the
name, place and stead of such Company for the purpose of carrying out the provisions of this Agreement, and taking any action and
executing, delivering, filing and recording any instruments which the Agent may deem necessary or advisable to accomplish the purposes
hereof, which power of attorney, being given for security, is coupled with an interest and is irrevocable. Each Company hereby ratifies and
confirms, and agrees to ratify and confirm, all action taken by the Agent, its officers, employees or agents pursuant to the foregoing power of
attorney.
22. Application of Payments. In the event any payments are received by the Agent under the terms of this Agreement for application to
the Senior Debt at any time when the Senior Debt has not been declared due and payable and prior to the date on which it would otherwise
become due and payable, such payment shall constitute a voluntary prepayment of the Senior Debt for all purposes under the Credit
Agreement.
23. Remedies. In the event of a breach by any of the Companies in the performance of any of the terms of this Agreement, the Agent, on
behalf of the Lenders, may demand specific performance of this Agreement and seek injunctive relief and may exercise any other remedy
available at law or in equity, it being recognized that the remedies of the Agent on behalf of the Lenders at law may not fully compensate the
Agent on behalf of the Lenders for the damages they may suffer in the event of a breach hereof.
24. Consent to Jurisdiction; Waiver of Jury Trial. Each of the Companies hereby irrevocably consents to the non-exclusive jurisdiction of
any Pennsylvania State or Federal Court sitting in Pittsburgh, Pennsylvania, waives personal service of any and all process upon it and
consents that all such service of process be made by certified or registered mail directed to the Companies at the addresses set forth or
referred to in Section 24 hereof and service so made shall be deemed to be completed upon actual receipt thereof. Each of the Companies
waives any objection to jurisdiction and venue of any action instituted against it as provided herein and agrees not to assert any defense
based on lack of jurisdiction or venue, AND EACH OF THE
-6-
COMPANIES WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT TO THE FULL
EXTENT PERMITTED BY LAW.
Each Company hereby appoints a process agent, Corporation Service Company, (the “Process Agent”) as its agent to receive on behalf
of such party and its respective property, service of copies of the summons and complaint and any other process which may be served in any
action or proceeding. Such service may be made by mailing or delivering a copy of such process to any of the Companies in care of the
Process Agent at the Process Agent’s address, and each of the Companies hereby authorizes and directs the Process Agent to receive such
service on its behalf. Each Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions (or any political subdivision thereof) by suit on the judgment or in any other manner provided by law. Each Company
further agrees that it shall, for so long as any Commitment, Letter of Credit or any obligation of any Loan Party to the Lender remains
outstanding, continue to retain Process Agent for the purposes set forth in this Section 24. The Process Agent hereby accepts the
appointment of Process Agent by the Companies and agrees to act as Process Agent on behalf of the Companies. The Process Agent has an
address of, on the date hereof, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, United States.
25. EXCEPT AS PROHIBITED BY LAW, EACH COMPANY, THE AGENT AND THE LENDERS HEREBY WAIVE TRIAL BY A JURY IN
ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE COLLATERAL TO THE FULLEST EXTENT PERMITTED BY LAW.
26. Notices. All notices, statements, requests and demands and other communications given to or made upon the Companies, the Agent
or the Lenders in accordance with the provisions of this Agreement shall be given or made as provided in Section 10.5 [Notices] of the Credit
Agreement.
27. Rules of Construction. The rules of construction set forth in Section 1.2 [Construction] of the Credit Agreement shall apply to this
Agreement.

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[SIGNATURE PAGE TO
INTERCOMPANY SUBORDINATION AGREEMENT]
WITNESS the due execution hereof as of the day and year first above written.
UNDER ARMOUR, INC.,

By:
Printed:
Title:


member
By:
Printed:
Title:

By:
Printed:
Title:
[SIGNATURE PAGE TO
INTERCOMPANY SUBORDINATION AGREEMENT]

By:
Printed:
Title:

By:
Printed:
Title:
LOCKBOX AGREEMENT
, 20
Attention:
Ladies and Gentlemen:
Reference is made to account number (the “Blocked Account”) at (the “the Depositary Bank”), into which
certain monies, instruments and other properties are deposited on behalf of Under Armour, Inc., a Maryland corporation (the “Customer”).
PNC Bank, National Association (the “Agent”) hereby advises the the Depositary Bank that pursuant to that certain Credit Agreement by and
among the Customer, the Lenders party thereto, the Guarantors party thereto, the Agent, as Administrative Agent, SunTrust Bank, as
Syndication Agent, and Compass Bank, as Documentation Agent, and the other documents executed and delivered in connection therewith
(collectively, the “Loan Documents”), the Customer has granted to the Agent, for the benefit of the Lenders, a security interest in, among
other things, the Blocked Account and all proceeds thereof. All capitalized terms used in this letter that are not otherwise defined herein shall
have the meanings assigned to them in the Loan Documents.
By signing this letter agreement (this “Lockbox Agreement”), the Depositary Bank: (i) acknowledges the above notice from the Agent of the
security interest granted to the Agent, for the benefit of the Lenders, in the Blocked Account; (ii) confirms that the Depositary Bank has
received no currently effective notice of any pledge or assignment of the Blocked Account (other than pursuant to this Lockbox Agreement);
and (iii) agrees that, to the extent of the obligations of the Customer incurred, or to be incurred, under the Loan Documents and until this
Lockbox Agreement is terminated, the Depositary Bank shall have no security interest or rights in or claims to the funds in the Blocked
Account except as set forth herein. Further, it is hereby agreed that:
(a) Prior to the date hereof, the Blocked Account was maintained solely for the benefit of, and under the sole dominion and control, of the
Customer, its designated employees and agents and was entitled “ .” As of the date hereof: (i) the Blocked Account will
be maintained solely for the benefit of the Agent and will be under the sole dominion and control of the Agent, except as set forth in
paragraph (d) below; (ii) the name of the Blocked Account will be changed to “Customer for the benefit of Agent”; and (iii) the Blocked
Account will be subject to written instructions from an officer of the Agent.
(b) All expenses for the maintenance of the Blocked Account and all expenses arising under this Lockbox Agreement are the responsibility
of the Customer.
(c) Unless the Agent directs the Depositary Bank in writing to the contrary, and subject to the Depositary Bank’s right to place holds for
uncollected funds pursuant to Federal Reserve Regulation CC and the Depositary Bank’s customary procedures, the Depositary Bank
agrees to
wire transfer the funds in the Blocked Account, on a daily basis and in same day funds, to such account as the Agent may direct in
writing.
(d) Notwithstanding the foregoing, the Depositary Bank shall have the right at any time to set-off against and withdraw funds from the
Blocked Account for: (i) items credited to the Blocked Account in error or which were unpaid for any reason; (ii) any amounts deposited
therein in error or as necessary to correct processing errors; (iii) the Depositary Bank’s fees and expenses owed by Customer and Agent
for the maintenance of the Blocked Account and for the Depositary Bank’s services under this Lockbox Agreement; and (iv) reasonable
attorney’s fees of the Depositary Bank’s counsel for the review, negotiation and enforcement of this Lockbox Agreement, which
attorney’s fees Customer hereby agrees to pay. Except as set forth in this paragraph, all transfers referred to in paragraph (c) above shall
be made by the Depositary Bank irrespective of, and without deduction for, any counterclaim, defense, recoupment or set-off.
(e) The Customer agrees that the Agent shall have full and irrevocable right, power and authority to take any action which Agent deems
reasonably necessary or appropriate to preserve or protect its interest in the Blocked Account consistent with this Lockbox Agreement
and the Loan Documents.
(f) The Depositary Bank will follow its customary procedures for determining whether or not to honor any checks, drafts or other payment
requests drawn on or with respect to the Blocked Account. Any electronic funds transfers (wire, automated clearing house, etc.) to or
from the Blocked Account will be subject to the terms and conditions of the Depositary Bank’s standard agreements for such services, as
in effect and as amended from time to time. In the event of any conflict between the terms and conditions of such agreements and those
of this Lockbox Agreement, then this Lockbox Agreement shall control.
(g) The Depositary Bank will not modify or alter the Depositary Bank’s arrangements with the Customer concerning the Blocked Account
without the Agent’s prior written consent.
(h) The Depositary Bank may rely, and shall be protected in acting or refraining from acting, upon any notice (including, without limitation,
to electronically confirmed facsimiles of such notice) believed by the Depositary Bank to be genuine and to have been given by the
proper party or parties.
(i) This Lockbox Agreement shall not be effective until signed by the Agent, the Customer and the Depositary Bank and shall then be
binding upon the parties hereto and their respective successors and assigns. In the absence of fraud or abuse on the part of the
Customer or any of its subsidiaries, the Depositary Bank may not terminate this Lockbox Agreement or the Blocked Account without
giving thirty (30) days’ prior written notice thereof to both the Customer and the Agent. Upon such termination, the Depositary Bank
shall close the Blocked Account and transfer all funds therein and any future instruments deposited in the Blocked Account to the
Agent.
(j) The Customer and the Agent agree to indemnify, defend and hold harmless the Depositary Bank and its affiliates, directors, officers,
employees, agents, successors and assigns (each a “Bank Indemnitee”) from and against any and all liabilities, losses, claims, damages,
demands, costs and expenses of every kind (including, without limitation, costs incurred as a result of items being deposited in the
Blocked Account and being unpaid for any reason, reasonable attorney’s fees
2
and the reasonable charges of the Depositary Bank’s in-house counsel) incurred or sustained by any Bank Indemnitee arising out of the
Depositary Bank’s performance of the services contemplated by this Lockbox Agreement, except to the extent such liabilities, losses,
claims, damages, demands, costs and expenses are the direct result of the Depositary Bank’s gross negligence or willful misconduct.
Compliance by the Depositary Bank with its standard procedures for the services provided hereunder shall be deemed to be the exercise
of ordinary care by the Depositary Bank. The Depositary Bank shall have no obligation to review or confirm that any actions taken
pursuant to this Lockbox Agreement comply with the Loan Documents or any other agreement or document. The provisions of this
paragraph shall survive termination of this Lockbox Agreement.
(k) The Depositary Bank will not be liable to the Customer or the Agent for any expense, claim, loss, damage or cost (“Damages”) arising out
of or relating to its performance under this Lockbox Agreement other than Damages which result directly from its acts or omissions
constituting gross negligence or willful misconduct. In no event will the Depositary Bank be liable for any punitive, special, indirect, or
consequential damages, including, without limitation, lost profits, even if advised of the possibility or likelihood of such damages.
(l) The Customer and the Depositary Bank agree to indemnify, defend and hold harmless the Agent and its affiliates, directors, officers,
employees, agents, successors and assigns (each an “Agent Indemnitee”) from and against any and all liabilities, losses, claims,
damages, demands, costs and expenses of every kind (including, without limitation, costs incurred as a result of items being deposited in
the Blocked Account and being unpaid for any reason, reasonable attorney’s fees and the reasonable charges of the Agent’s in-house
counsel) incurred or sustained by any Agent Indemnitee arising out of the Agent’s performance of the services contemplated by this
Lockbox Agreement, except to the extent such liabilities, losses, claims, damages, demands, costs and expenses are the direct result of the
Agent’s gross negligence or willful misconduct. Compliance by the Agent with its standard procedures for the services provided
hereunder shall be deemed to be the exercise of ordinary care by the Agent. The Agent shall have no obligation to review or confirm that
any actions taken pursuant to this Lockbox Agreement comply with the Loan Documents or any other agreement or document. The
provisions of this paragraph shall survive termination of this Lockbox Agreement.
(m) The Agent will not be liable to the Customer or the Depositary Bank for any Damages arising out of or relating to its performance under
this Lockbox Agreement other than Damages which result directly from its acts or omissions constituting gross negligence. In no event
will the Agent be liable for any punitive, special, indirect, or consequential damages, including, without limitation, lost profits, even if
advised of the possibility or likelihood of such damages.
(n) If the Customer becomes subject to a voluntary or involuntary proceeding under the United States Bankruptcy Code, or if the Depositary
Bank is otherwise served with legal process or becomes aware of facts or circumstances which the Depositary Bank in good faith
believes affects its ability to carry out the terms of this Agreement or the disposition of funds deposited in the Blocked Account, the
Depositary Bank shall have the right: (a) to place a hold on funds deposited in the Blocked Account until such time as the Depositary
Bank receives an appropriate order from a court of competent jurisdiction or other assurances satisfactory to the Depositary Bank
establishing that this Agreement may be effectuated and/or funds may continue to be disbursed according to the instructions contained
in this Lockbox Agreement; or (b) to commence, at the Customer’s expense, an interpleader action in any court of competent
3
jurisdiction and to take no further action except in accordance with joint instructions from the Customer and the Agent or in accordance
with the final order of court in such action.
(o) This Lockbox Agreement may be executed by one or more of the parties hereto on any number of separate counterparts, each of which
when so executed shall be an original, but all of which shall together constitute one and the same instrument.
(p) This Lockbox Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania.
Very truly yours,
PNC BANK, NATIONAL ASSOCIATION
By:
Name:
Title:
Acknowledged and agreed to this day of , 20 .
[DEPOSITARY BANK]
By:
Name:
Title:
The Customer hereby agrees and consents to all of the terms and conditions of the foregoing Lockbox Agreement and authorizes and directs
the Depositary Bank to take any and all action required or requested by the Agent or otherwise necessary to implement and maintain
compliance with such terms and conditions.
[CUSTOMER]
By:
Name:
Title:
4
REVOLVING CREDIT NOTE
[US $ ] Pittsburgh, Pennsylvania

[ ], 2009
FOR VALUE RECEIVED, the undersigned, UNDER ARMOUR, INC., a Maryland corporation (herein called the “Borrower”), hereby
promises to pay to the order of [ ] (the “Lender”), the lesser of (i) the principal sum of [ (US $ )] [LENDER’S
REVOLVING CREDIT COMMITMENT], or (ii) the aggregate unpaid principal balance of all revolving credit loans made by the Lender to the
Borrower pursuant to the Credit Agreement (the “Revolving Credit Loans”), dated as of [ , 2009], among each of the Borrower, the
Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto, and PNC Bank, National Association, as Agent
(hereinafter referred to in such capacity as the “Agent”) (as amended, restated, modified, or supplemented from time to time, the “Credit
Agreement”), payable by 11:00 am on the Expiration Date, together with interest on the unpaid principal balance hereof from time to time
outstanding from the date hereof at the rate or rates per annum specified by the Borrower pursuant to, or as otherwise provided in, the Credit
Agreement.
All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given to such terms in the Credit
Agreement.
Interest on the unpaid principal balance hereof from time to time outstanding from the date hereof will be payable at the times provided
for in the Credit Agreement. Upon the occurrence and during the continuation of an Event of Default, the Borrower shall pay interest on the
entire principal amount of the then outstanding Revolving Credit Loans evidenced by this Revolving Credit Note (this “Note”) and all other
obligations due and payable to the Lender pursuant to the Credit Agreement and the other Loan Documents at a rate per annum as set forth in
Section 3.3 of the Credit Agreement. Such interest rate will accrue before and after any judgment has been entered.
Subject to the provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim, or
other deduction of any nature at the office of the Agent located at The PNC Financial Services Group, 2 Hopkins Plaza, 21st Floor, Baltimore,
Maryland 21201, Attention: Mr. John E. Hehir, Senior Vice President, Corporate Banking, unless otherwise directed in writing by the holder
hereof, in lawful money of the United States of America in immediately available funds.
This Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits of, the Credit Agreement and other Loan
Documents, including the representations, warranties, covenants, conditions, security interests, and Liens contained or granted therein. The
Credit Agreement among other things contains provisions for acceleration of the maturity hereof upon the happening of certain stated events
and also for prepayment, in certain circumstances, on
account of principal hereof prior to maturity upon the terms and conditions therein specified. The Borrower waives presentment, demand,
notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this
Note and the Credit Agreement.
This Note shall bind the Borrower and its successors and assigns, and the benefits hereof shall inure to the benefit of the Lender and its
successors and assigns. All references herein to the “Borrower” and the “Lender” shall be deemed to apply to the Borrower and the Lender,
respectively, and their respective successors and assigns as permitted under the Credit Agreement.
This Note and any other documents delivered in connection herewith and the rights and obligations of the parties hereto and thereto
shall for all purposes be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania
without giving effect to its conflicts of law principles.

-2-
[SIGNATURE PAGE TO REVOLVING CREDIT NOTE]
IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned has executed this Note by its duly authorized
officer with the intention that it constitute a sealed instrument.
UNDER ARMOUR, INC.,

By:
Printed:
Title:
SWING LOAN NOTE
US $10,000,000 Pittsburgh, Pennsylvania

January 28, 2009
FOR VALUE RECEIVED, the undersigned, UNDER ARMOUR, INC., a Maryland corporation (herein called the “Borrower”), hereby
unconditionally promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Lender”), the lesser of (i) the principal sum of
Ten Million Dollars (US $10,000,000), or (ii) the aggregate unpaid principal balance of all Swing Loans made by the Lender to the Borrower
pursuant to that Credit Agreement, dated as of January 28, 2009, among each of the Borrower, the Guarantors now or hereafter party thereto,
the Lenders now or hereafter party thereto, the Lender, as administrative agent for the other Lenders party thereto (hereinafter referred to in
such capacity as the “Agent”), SunTrust Bank, as Syndication Agent, and Compass Bank, as Documentation Agent (as amended, restated,
modified, or supplemented from time to time, the “Credit Agreement”), payable with respect to each Swing Loan evidenced hereby on the
earlier of (i) demand by the Lender or (ii) by 11:00 a.m. Pittsburgh time on the Expiration Date, or at such other time specified in the Credit
Agreement.
All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given to such terms in the Credit
Agreement.
The Borrower shall pay interest on the unpaid principal balance of each Swing Loan from time to time outstanding hereunder from the
date hereof at the rate per annum and on the date(s) provided in the Credit Agreement. Upon the occurrence and during the continuation of an
Event of Default, the Borrower shall pay interest on the entire principal amount of the then outstanding Swing Loans evidenced by this Swing
Loan Note (this “Note”) at a rate per annum as set forth in Section 3.3 of the Credit Agreement. Such interest rate will accrue before and after
any judgment has been entered.
Subject to the provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim or
other deduction of any nature at the office of the Agent located at The PNC Financial Services Group, 2 Hopkins Plaza, 21st Floor, Baltimore,
Maryland 21201, Attention: Mr. John E. Hehir, Senior Vice President, Corporate Banking, unless otherwise directed in writing by the Agent, in
lawful money of the United States of America in immediately available funds.
This Note is the Swing Loan Note referred to in, and is entitled to the benefits of, the Credit Agreement and the other Loan Documents,
including the representations, warranties, covenants, conditions and liens contained or granted therein. The Credit Agreement among other
things contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayment, in
certain circumstances, on demand or otherwise, on account of principal hereof prior to maturity upon the terms and conditions therein
specified. The Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery,
acceptance, performance, default or enforcement of this Note and the Credit Agreement.
The Borrower acknowledges and agrees that the Lender may at any time and in its sole discretion demand payment of all amounts
outstanding under this Note without prior notice to the Borrower.
This Note shall bind the Borrower and its successors and assigns, and the benefits hereof shall inure to the benefit of the Lender and its
successors and assigns. All references herein to the “Borrower”, the “Agent” and the “Lender” shall be deemed to apply to the Borrower, the
Agent and the Lender, respectively, and their respective successors and assigns.
This Note and any other documents delivered in connection herewith and the rights and obligations of the parties hereto and thereto
shall for all purposes be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania
without giving effect to its conflict of laws principles.

2
[SIGNATURE PAGE TO SWING LOAN NOTE]
IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned has executed this Swing Loan Note by its duly
authorized officers with the intention that it constitute a sealed instrument.
UNDER ARMOUR, INC.,

By:
Printed:
Title:
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT, dated as of January 28, 2009 (as amended, restated, supplemented or modified from time to time, this
“Agreement”), is given, made and entered into by EACH OF THE PERSONS LISTED ON THE SIGNATURE PAGES HERETO AND EACH
OF THE OTHER PERSONS WHICH BECOME PLEDGORS HEREUNDER FROM TIME TO TIME, (each, a “Pledgor” and collectively, the
“Pledgors”), a Pledgor of the corporations, limited liability companies, partnerships or other entities as set forth on Schedule A hereto (each a
“Company” and collectively the “Companies”), and PNC BANK, NATIONAL ASSOCIATION, as the administrative agent for itself and the
other Lenders under the Credit Agreement described below (the “Administrative Agent”).
WHEREAS, pursuant to that certain Credit Agreement (amended, restated, supplemented or modified from time to time, the “Credit
Agreement”) dated as of January 28, 2009, by and among Under Armour, Inc., a Maryland corporation (the “Borrower”), each of the
Guarantors party thereto, the Lenders party thereto, the Administrative Agent, SunTrust Bank as Syndication Agent, and Compass Bank, as
Documentation Agent, the Administrative Agent and the Lenders have agreed to provide certain loans and other financial accommodations to
the Borrower; and
WHEREAS, pursuant to and in consideration of the Credit Agreement, certain of the issued and outstanding capital stock, shares,
securities, member interests, partnership interests and other ownership interests of each of the Companies is to be pledged to the
Administrative Agent in accordance herewith; and
WHEREAS, each Pledgor owns the outstanding capital stock, shares, securities, member interests, partnership interests and other
ownership interests of the Companies as set forth on Schedule A hereto.
NOW, THEREFORE, intending to be legally bound hereby, the parties hereto hereby agree as follows:
1. Defined Terms.
(a) Except as otherwise expressly provided herein, capitalized terms used in this Agreement shall have the respective meanings assigned
to them in the Credit Agreement. Where applicable and except as otherwise expressly provided herein, terms used herein (whether or not
capitalized) shall have the respective meanings assigned to them in the Uniform Commercial Code as enacted in the State of Maryland, as
amended from time to time (the “Code”).
(b) “Pledged Collateral” shall mean and include all of each Pledgor’s present and future right, title and interest in and to the following:
(i) all investment property, capital stock, shares, securities, member interests, partnership interests, warrants, options, put rights, call rights,
similar rights, and all other ownership or participation interests in any entity or business or in the revenue, income, or profits thereof; (ii) all
property of each Pledgor in the Administrative Agent’s possession or in transit to or from, under the custody or control of, or on deposit with,
the Administrative Agent or any Affiliate thereof, including deposit and other accounts; (iii) cash and cash equivalents (collectively referred
to herein as “Investments”, including all Investments listed on Schedule A attached hereto and made a part hereof, and all
rights and privileges pertaining thereto, including, without limitation, all present and future Investments receivable in respect of or in exchange
for any Investments, and all rights under shareholder, member, partnership agreements and other similar agreements relating to any
Investments, all rights to subscribe for Investments, whether or not incidental to or arising from ownership of any Investments; (iv) all
Investments hereafter pledged by any Pledgor to Administrative Agent to secure the Secured Obligations; (v) together with all cash, interest,
stock and other dividends or distributions paid or payable on any of the foregoing, and all books and records (whether paper, electronic or
any other medium) pertaining to the foregoing, including, without limitation, all stock record and transfer books, and together with whatever is
received when any of the foregoing is sold, exchanged, replaced or otherwise disposed of, including all proceeds, as such term is defined in
the Code, and all other investment property and similar assets of any Pledgor; and (vi) all cash and non-cash proceeds (including, without
limitation, insurance proceeds) of any of the foregoing property, all products thereof, and all additions and accessions thereto, substitutions
therefor and replacements.
(c) “Company” and “Companies” shall mean one or more of the entities issuing any of the Collateral which is or should be (in accordance
with Section 5(g) hereto) described on Schedule A hereto.
(d) “Secured Obligations” shall mean and include the following: (i) all now existing and hereafter arising Obligations of each and every
Pledgor to the Administrative Agent, the Lenders, or any provider of a Lender Provided Interest Rate Hedge or an Other Lender Provided
Financial Service Product (an “IRH Provider”) under the Credit Agreement or any of the other Loan Documents, including all obligations,
liabilities, and indebtedness, whether for principal, interest, fees, expenses or otherwise, of each and every Pledgor to the Administrative
Agent, the Lenders, or any IRH Provider, now existing or hereafter incurred under the Credit Agreement or the Notes or the Guaranty
Agreement or any of the other Loan Documents as any of the same or any one or more of them may from time to time be amended, restated,
modified, or supplemented, together with any and all extensions, renewals, refinancings, and refundings thereof in whole or in part (and
including obligations, liabilities, and indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization,
or similar proceeding with respect to the Borrower or which would have arisen or accrued but for the commencement of such proceeding, even
if the claim for such obligation, liability or indebtedness is not enforceable or allowable in such proceeding, and including all obligations,
liabilities and indebtedness arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless
whether any such extensions of credit are in excess of the amount committed under or contemplated by the Loan Documents or are made in
circumstances in which any condition to extension of credit is not satisfied); (ii) all reimbursement obligations of each and every Pledgor with
respect to any one or more Letters of Credit issued by Administrative Agent or any Lender; (iii) all indebtedness, loans, obligations, expenses
and liabilities of each and every Pledgor to the Administrative Agent, any of the Lenders, or any IRH Provider, arising out of any Lender
Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products; and (iv) any sums advanced by the Administrative
Agent or the Lenders or which may otherwise become due pursuant to the provisions of the Credit Agreement, the Notes, this Agreement, or
any other Loan Documents or pursuant to any other document or instrument at any time delivered to the Administrative Agent in connection
therewith, including commitment, letter of credit, agent or other fees and charges,
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and indemnification obligations under any such document or instrument, together with all interest payable on any of the foregoing, whether
such sums are advanced or otherwise become due before or after the entry of any judgment for foreclosure or any judgment on any Loan
Document or with respect to any default under any of the Secured Obligations.
2. Grant of Security Interests.

(a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Pledgor hereby
grants to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent,
in each case for the benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any
Other Lender Provided Financial Service Products, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest
in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located.
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in
pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with
undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or
receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit
with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged
Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Company not
incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-
five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests
and other ownership interests entitled to vote of such Company, and this Agreement shall not apply to any such stock, shares, securities,
member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the
Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares,
securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall
return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a
Pledgor.
3. Further Assurances.
Prior to or concurrently with the execution of this Agreement, and thereafter at any time and from time to time upon reasonable request of
the Administrative Agent, each Pledgor shall execute and deliver to the Administrative Agent all financing statements, continuation financing
statements, assignments, certificates and documents of title, affidavits, reports, notices, schedules of account, letters of authority, further
pledges, powers of attorney and all other documents (collectively, the “Security Documents”) which the Administrative Agent may
reasonably request, in form reasonably satisfactory to the Administrative Agent, and take such other action
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which the Administrative Agent may reasonably request, to perfect and continue perfected and to create and maintain the first priority status
of the Administrative Agent’s security interest in the Pledged Collateral and to fully consummate the transactions contemplated under this
Agreement. Each Pledgor hereby irrevocably makes, constitutes and appoints the Administrative Agent (and any of the Administrative
Agent’s officers or employees or agents designated by the Administrative Agent) as such Pledgor’s true and lawful attorney with power to
sign the name of such Pledgor on all or any of the Security Documents which the Administrative Agent determines must be executed, filed,
recorded or sent in order to perfect or continue perfected the Administrative Agent’s security interest in the Pledged Collateral in any
jurisdiction. Such power, being coupled with an interest, is irrevocable until all of the Secured Obligations have been indefeasibly paid in full
and the Commitments have terminated.
4. Representations and Warranties.

Each Pledgor hereby jointly and severally represents and warrants to the Administrative Agent as follows:
(a) Such Pledgor, has and will continue to have (or, in the case of after-acquired Pledged Collateral, at the time such Pledgor acquires
rights in such Pledged Collateral, will have and will continue to have), title to its Pledged Collateral, free and clear of all Liens other than
Permitted Liens and those in favor of the Administrative Agent for the Lenders and the Administrative Agent;
(b) The capital stock shares, securities, member interests, partnership interests and other ownership interests constituting the Pledged
Collateral have been duly authorized and validly issued to such Pledgor (as set forth on Schedule A hereto), are fully paid and nonassessable
and constitute the following: (i) one hundred percent (100%) of the issued and outstanding capital stock, member interests, and partnership
interests of each Company organized under the laws of the United States of America or the District of Columbia, and (ii) in the case of each
Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia, sixty-
five percent (65%) of the issued and outstanding capital stock, shares, securities, member interests and partnership interests of each of such
Company;
(c) The security interests in the Pledged Collateral granted hereunder are valid, perfected and of first priority, subject to the Lien of no
other Person other than Permitted Liens;
(d) There are no restrictions upon the transfer of the Pledged Collateral and such Pledgor has the power and authority and right to
transfer the Pledged Collateral owned by such Pledgor free of any encumbrances and without obtaining the consent of any other Person;
(e) Such Pledgor has all necessary power to execute, deliver and perform this Agreement;
(f) There are no actions, suits, or proceedings pending or, to such Pledgor’s best knowledge after due inquiry, threatened against or
affecting such Pledgor with respect to the Pledged Collateral, at law or in equity or before or by any Official Body, and such Pledgor is not
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in default with respect to any judgment, writ, injunction, decree, rule or regulation which could adversely affect such Pledgor’s performance
hereunder;
(g) This Agreement has been duly executed and delivered and constitutes the valid and legally binding obligation of such Pledgor,
enforceable in accordance with its terms, except to the extent that enforceability of this Agreement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar Laws affecting the enforceability of creditors’ rights generally or limiting the right of
specific performance;
(h) Neither the execution and delivery by such Pledgor of this Agreement, nor the compliance with the terms and provisions hereof, will
violate any provision of any Law or conflict with or result in a breach of any of the terms, conditions or provisions of any judgment, order,
injunction, decree or ruling of any Official Body to which such Pledgor is subject or any provision of any agreement, understanding or
arrangement to which Pledgor is a party or by which such Pledgor is bound;
(i) Such Pledgor’s exact legal name is as set forth on the signature page hereto;
(j) The state of incorporation, formation or organization as applicable, of such Pledgor is as set forth on Schedule A hereto;
(k) Such Pledgor’s chief executive office is as set forth on Schedule A to the Security Agreement; and
(l) All rights of such Pledgor in connection with its ownership of each of the Companies are evidenced and governed solely by the stock
certificates, instruments or other documents evidencing ownership and organizational documents of each of the Companies and no
shareholder or other similar agreements are applicable to any of the Pledged Collateral, and no such certificate, instrument or other document
provides that any member interest, or partnership interest or other intangible ownership interest, constituting Pledged Collateral, is a
“Security” within the meaning of and subject to Article 8 of the Code; and, the organizational documents of each Company contain no
restrictions on the rights of shareholders, members or partners other than those that normally would apply to a company organized under the
laws of the jurisdiction of organization of each of the Companies.
5. General Covenants.
Each Pledgor hereby covenants and agrees as follows:
(a) Such Pledgor shall do all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged
Collateral; such Pledgor shall be responsible for the risk of loss of, damage to, or destruction of the Pledged Collateral owned by such Pledgor,
unless such loss is the result of the gross negligence or willful misconduct of the Administrative Agent.
(b) Such Pledgor shall appear in and defend any action or proceeding of which such Pledgor is aware which could reasonably be
expected to affect such Pledgor’s title to, or the Administrative Agent’s interest in, the Pledged Collateral or the proceeds thereof; provided,
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however, that with the consent of the Administrative Agent such Pledgor may settle such actions or proceedings with respect to the Pledged
Collateral;
(c) Such Pledgor shall, and shall cause each of the Companies to, keep separate, accurate and complete records of the Pledged Collateral,
disclosing the Administrative Agent’s security interest hereunder;
(d) Such Pledgor shall comply with all Laws applicable to the Pledged Collateral unless any noncompliance would not individually or in
the aggregate materially impair the use or value of the Pledged Collateral or the Administrative Agent’s rights hereunder;
(e) Such Pledgor shall pay any and all taxes, duties, fees or imposts of any nature imposed by any Official Body on any of the Pledged
Collateral, except to the extent contested in good faith by appropriate proceedings;
(f) Such Pledgor shall permit the Administrative Agent, its officers, employees and agents to inspect, audit, and verify all books and
records related to the Pledged Collateral, including reviewing all of such Pledgor’s books and records and copying and making excerpts
therefrom, provided that prior to an Event of Default or a Potential Default, the same is done with reasonable advance notice during normal
business hours to the extent access to such Pledgor’s premises is required;
(g) Subject to Section 2(c) hereof, to the extent, following the date hereof, such Pledgor acquires capital stock, shares securities, member
interests, partnership interests and other ownership interests of any of the Companies or any of the rights, property or securities, shares,
capital stock, member interests, partnership interests or any other ownership interests described in the definition of Pledged Collateral with
respect to any of the Companies, such ownership interests shall be subject to the terms hereof and, upon such acquisition, shall be deemed to
be hereby pledged to the Administrative Agent; and, such Pledgor thereupon shall deliver all such securities, shares, capital stock, member
interests, partnership interests and other ownership interests[, if any,] together with an updated Schedule A hereto, to the Administrative
Agent together with all such control agreements, financing statements, and any other documents necessary to implement the provisions and
purposes of this Agreement as the Administrative Agent may request;
(h) Except as permitted by the Credit Agreement, during the term of this Agreement, such Pledgor shall not sell, assign, replace, retire,
transfer or otherwise dispose of its Pledged Collateral;
(i) Such Pledgor will not change its state of incorporation, formation or organization, as applicable, without providing thirty (30) days
prior written notice to the Administrative Agent;
(j) Such Pledgor will not change its name without providing thirty (30) days prior written notice to the Administrative Agent;
(k) Such Pledgor shall preserve its existence as a corporation or a limited liability company, as applicable, and except as permitted by the
Credit Agreement, shall not (i) in one, or
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a series of related transactions, merge into or consolidate with any other entity, the survivor of which is not such Pledgor, or (ii) sell all or
substantially all of its assets; and
(l) During the term of this Agreement, such Pledgor shall not permit any Company to treat any uncertificated ownership interests as
securities which are subject to Article 8 of the Code.
6. Other Rights With Respect to Pledged Collateral.

In addition to the other rights with respect to the Pledged Collateral granted to the Administrative Agent hereunder, at any time and from
time to time, after and during the continuation of an Event of Default and following acceleration of the Obligations pursuant to Section 8.2 of
the Credit Agreement, the Administrative Agent, at its option and at the expense of the Pledgors, may: (a) transfer into its own name, or into
the name of its nominee, all or any part of the Pledged Collateral, thereafter receiving all dividends, income or other distributions upon the
Pledged Collateral; (b) take control of and manage all or any of the Pledged Collateral; (c) apply to the payment of any of the Secured
Obligations, whether any be due and payable or not, any moneys, including cash dividends and income from any Pledged Collateral, now or
hereafter in the hands of the Administrative Agent or provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial
Service Products, on deposit or otherwise, belonging to any Pledgor, as the Administrative Agent in its sole discretion shall determine; and
(d) do anything which any Pledgor is required but fails to do hereunder.
7. Additional Remedies Upon Event of Default.

Upon the occurrence of any Event of Default and while such Event of Default shall be continuing and following acceleration of the
Obligations pursuant to Section 8.2 of the Credit Agreement, the Administrative Agent shall have, in addition to all rights and remedies of a
secured party under the Code or other applicable Law, and in addition to its rights under Section 6 above and under the other Loan
Documents, the following rights and remedies:
(a) The Administrative Agent may, after ten (10) days’ advance notice to the a Pledgor, sell, assign, give an option or options to
purchase or otherwise dispose of such Pledgor’s Pledged Collateral or any part thereof at public or private sale, at any of the Administrative
Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem
commercially reasonable. Each Pledgor agrees that ten (10) days’ advance notice of the time and place of any public sale or the time after
which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale
of Pledged Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to
which it was so adjourned. Each Pledgor recognizes that the Administrative Agent may be compelled to resort to one or more private sales of
the Pledged Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities, shares,
capital stock, member interests, partnership interests or ownership interests for their own account for investment and not with a view to the
distribution
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or resale thereof. The Administrative Agent shall complete all sales, assignments, options or other dispositions in compliance with all
applicable securities laws.
(b) The proceeds of any collection, sale or other disposition of the Pledged Collateral, or any part thereof, shall, after the Administrative
Agent has made all deductions of expenses, including, without limitation, reasonable attorneys’ fees and other expenses incurred in
connection with repossession, collection, sale or disposition of such Pledged Collateral or in connection with the enforcement of the
Administrative Agent’s rights with respect to the Pledged Collateral, including in any insolvency, bankruptcy or reorganization proceedings,
be applied against the Secured Obligations, whether or not all the same be then due and payable, as set forth in Section 8.2.5 of the Credit
Agreement [Application of Proceeds].
8. Administrative Agent’s Duties.

The powers conferred on the Administrative Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not
impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the
accounting for moneys actually received by it hereunder, the Administrative Agent shall have no duty as to any Pledged Collateral or as to the
taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral.
9. Additional Pledgors.
It is anticipated that additional persons will from time to time become Subsidiaries of the Borrower or a Guarantor and will own equity
interests in a Subsidiary. In such instance, each Subsidiary will be required to join this Pledge Agreement. It is acknowledged and agreed that
such Subsidiaries of the Borrower or of a Guarantor will become Pledgors hereunder and will be bound hereby simply by executing and
delivering to Administrative Agent a Guarantor Joinder in the form of Exhibit 1.1(G)(1) to the Credit Agreement. In addition, a new Schedule A
hereto shall be provided to Administrative Agent showing the pledge of such equity interests owned by the new Subsidiary.
10. No Waiver; Cumulative Remedies.

No failure to exercise, and no delay in exercising, on the part of the Administrative Agent, any right, power or privilege hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any further exercise
thereof or the exercise of any other right, power or privilege. The remedies herein provided are cumulative and not exclusive of any remedies
provided under the other Loan Documents or by Law. Each Pledgor waives any right to require the Administrative Agent to proceed against
any other Person or to exhaust any of the Pledged Collateral or other security for the Secured Obligations or to pursue any remedy in the
Administrative Agent’s power.
11. No Discharge Until Indefeasible Payment of the Secured Obligations.

The pledge, security interests, and other Liens and the obligations of each Pledgor hereunder shall not be discharged or impaired or
otherwise diminished by any failure, default, omission, or delay, willful or otherwise, by Administrative Agent, or any other obligor on any of
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the Secured Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to
any extent vary the risk of such Pledgor or which would otherwise operate as a discharge of such Pledgor as a matter of law or equity. Without
limiting the generality of the foregoing, each Pledgor hereby consents to, and the pledge, security interests, and other Liens given by such
Pledgor hereunder shall not be diminished, terminated, or otherwise similarly affected by any of the following at any time and from time to time:
(a) any lack of genuineness, legality, validity, enforceability, or allowability (in a bankruptcy, insolvency, reorganization or similar
proceeding, or otherwise), or any avoidance or subordination, in whole or in part, of any Loan Document, any obligations in connection with
any Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products or any of the Secured Obligations and
regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of the Secured Obligations, any of the
terms of the Loan Documents, or any rights of the Administrative Agent or any other Person with respect thereto;
(b) any increase, decrease, or change in the amount, nature, type or purpose of any of or any release, surrender, exchange, compromise
or settlement of any of the Secured Obligations (whether or not contemplated by the Loan Documents as presently constituted); any change
in the time, manner, method, or place of payment or performance of, or in any other term of, any of the Secured Obligations; any execution or
delivery of any additional Loan Documents; or any amendment, modification or supplement to, or refinancing or refunding of, any Loan
Document, any Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products or any of the Secured
Obligations;
(c) any failure to assert any breach of or default under any Loan Document, any Lender Provided Interest Rate Hedge or any Other
Lender Provided Financial Service Products or any of the Secured Obligations; any extensions of credit in excess of the amount committed
under or contemplated by the Loan Documents or any Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service
Products, or in circumstances in which any condition to such extensions of credit has not been satisfied; any other exercise or non-exercise, or
any other failure, omission, breach, default, delay, or wrongful action in connection with any exercise or non-exercise, of any right or remedy
against such Pledgor or any other Person under or in connection with any Loan Document or any Lender Provided Interest Rate Hedge or any
Other Lender Provided Financial Service Products or any of the Secured Obligations; any refusal of payment or performance of any of the
Secured Obligations, whether or not with any reservation of rights against any Pledgor; or any application of collections (including collections
resulting from realization upon any direct or indirect security for the Secured Obligations) to other obligations, if any, not entitled to the
benefits of this Agreement, in preference to Secured Obligations or, if any collections are applied to Secured Obligations, any application to
particular Secured Obligations;
(d) any taking, exchange, amendment, modification, supplement, termination, subordination, release, loss, or impairment of, or any failure
to protect, perfect, or preserve the value of, or any enforcement of, realization upon, or exercise of rights or remedies under or in connection
with, or any failure, omission, breach, default, delay, or wrongful action by the Administrative Agent or any other Person in connection with
the enforcement of, realization
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upon, or exercise of rights or remedies under or in connection with, or, any other action or inaction by Administrative Agent or any other
Person in respect of, any direct or indirect security for any of the Secured Obligations (including the Pledged Collateral). As used in this
Agreement, “direct or indirect security” for the Secured Obligations, and similar phrases, includes any collateral security, guaranty, suretyship,
letter of credit, capital maintenance agreement, put option, subordination agreement, or other right or arrangement of any nature providing
direct or indirect assurance of payment or performance of any of the Secured Obligations, made by or on behalf of any Person;
(e) any merger, consolidation, liquidation, dissolution, winding-up, charter revocation, or forfeiture, or other change in, restructuring or
termination of the corporate structure or existence of, any Pledgor or the Borrower or any other Person; any bankruptcy, insolvency,
reorganization or similar proceeding with respect to any Pledgor or the Borrower or any other Person; or any action taken or election (including
any election under Section 1111(b)(2) of the United States Bankruptcy Code or any comparable law of any jurisdiction) made by
Administrative Agent or any Pledgor or the Borrower or by any other Person in connection with any such proceeding;
(f) any defense, setoff, or counterclaim which may at any time be available to or be asserted by any Pledgor or the Borrower or any other
Person with respect to any Loan Document or any of the Secured Obligations; or any discharge by operation of law or release of any Pledgor
or the Borrower or any other Person from the performance or observance of any Loan Document or any of the Secured Obligations; or
otherwise constitute a defense available to, or limit the liability of a guarantor or a surety, including any Pledgor, excepting only full, strict, and
indefeasible payment and performance of the Secured Obligations in full.
12. Taxes.
(a) No Deductions. All payments and collections made by or from any Pledgor under this Agreement shall be made or received free and
clear of and without deduction for any present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with
respect thereto, excluding taxes imposed on the net income of Administrative Agent and all income and franchise taxes of the United States
applicable to Administrative Agent (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities being
hereinafter referred to as “Taxes”). If any Pledgor shall be required by law to deduct any Taxes from or in respect of any sum payable or any
collection made under this Agreement, (i) the sum payable or collectable shall be increased as may be necessary so that after making all
required deductions (including deductions applicable to additional sums payable or collectable under this Subsection) Administrative Agent
receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Pledgor shall make such deductions
and (iii) such Pledgor shall timely pay the full amount deducted to the relevant tax authority or other authority in accordance with applicable
law.
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(b) Stamp Taxes. In addition, each Pledgor acknowledges that the Pledged Collateral secures payment of all present and future stamp or
documentary taxes and any other excise or property taxes, charges, or similar levies which arise from any payment or collection made
hereunder or from the execution, delivery, or registration of, or otherwise with respect to, this Agreement (hereinafter referred to as “Other
Taxes”).
(c) Indemnification for Taxes Paid by Administrative Agent. Each Pledgor acknowledges that the Pledged Collateral secures the full
amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable
under this Section 12) paid by Administrative Agent and any liability (including penalties, interest, and expenses) arising therefrom or with
respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted.
(d) Certificate. In the event any Pledgor pays any Taxes or Other Taxes, within 30 days after the date of any such payment, such Pledgor
shall furnish to Administrative Agent, the original or a certified copy of a receipt evidencing payment thereof.
(e) Survival. Without prejudice to the survival of any other agreement of any Pledgor hereunder, the agreements and obligations of each
Pledgor contained in Clauses (a) through (d) directly above shall survive the payment in full of principal and interest under any Note and the
termination of the Credit Agreement.
13. Waivers.
Each Pledgor hereby waives any and all defenses which any Pledgor may now or hereafter have based on principles of suretyship,
impairment of collateral, or the like and each Pledgor hereby waives any defense to or limitation on its obligations under this Agreement arising
out of or based on any event or circumstance referred to in the immediately preceding section hereof. Without limiting the generality of the
foregoing and to the fullest extent permitted by applicable law, each Pledgor hereby further waives each of the following:
(a) all notices, disclosures and demands of any nature which otherwise might be required from time to time to preserve intact any rights
against such Pledgor, including the following: any notice of any event or circumstance described in the immediately preceding section hereof;
any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance,
dishonor, or protest under any Loan Document or any Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service
Products or any of the Secured Obligations; any notice of the incurrence of any Secured Obligations; any notice of any default or any failure
on the part of such Pledgor or the Borrower or any other Person to comply with any Loan Document or any Lender Provided Interest Rate
Hedge or any Other Lender Provided Financial Service Products or any of the Secured Obligations or any requirement pertaining to any direct
or indirect security for any of the Secured Obligations; and any notice or other information pertaining to the business, operations, condition
(financial or otherwise), or prospects of the Borrower or any other Person;
(b) any right to any marshalling of assets, to the filing of any claim against such Pledgor or the Borrower or any other Person in the event
of any bankruptcy, insolvency,
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reorganization, or similar proceeding, or to the exercise against such Pledgor or the Borrower, or any other Person of any other right or remedy
under or in connection with any Loan Document, any Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service
Products, or any of the Secured Obligations or any direct or indirect security for any of the Secured Obligations; any requirement of
promptness or diligence on the part of the Administrative Agent or any other Person; any requirement to exhaust any remedies under or in
connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Secured Obligations or any direct
or indirect security for any of the Secured Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this
Agreement or any other Loan Document, and any requirement that any Pledgor receive notice of any such acceptance; and
(c) any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies
(including anti-deficiency laws, “one action” laws, or the like), or by reason of any election of remedies or other action or inaction by the
Administrative Agent (including commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of
collateral security for any of the Secured Obligations), which results in denial or impairment of the right of the Administrative Agent to seek a
deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Secured Obligations.
14. Assignment.
All rights of the Administrative Agent under this Agreement shall inure to the benefit of its successors and assigns. All obligations of
each Pledgor shall bind its successors and assigns; provided, however, no Pledgor may assign or transfer any of its rights and obligations
hereunder or any interest herein, and any such purported assignment or transfer shall be null and void.
15. Severability.
Any provision of this Agreement which shall be held invalid or unenforceable shall be ineffective without invalidating the remaining
provisions hereof.
16. Governing Law.

This Agreement shall be construed in accordance with and governed by the internal laws of the State of Maryland without regard to its
conflicts of law principles, except to the extent the validity or perfection of the security interests or the remedies hereunder in respect of any
Pledged Collateral are governed by the law of a jurisdiction other than the State of Maryland.
17. Notices.
All notices, requests, demands, directions and other communications (collectively, “notices”) given to or made upon any party hereto
under the provisions of this Agreement shall be as set forth in Section 10.5 [Notices; Effectiveness; Electronic Communication] of the Credit
Agreement.
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18. Specific Performance.

Each Pledgor acknowledges and agrees that, in addition to the other rights of the Administrative Agent hereunder and under the other
Loan Documents, because the Administrative Agent’s remedies at law for failure of such Pledgor to comply with the provisions hereof relating
to the Administrative Agent’s rights (i) to inspect the books and records related to the Pledged Collateral, (ii) to receive the various
notifications such Pledgor is required to deliver hereunder, (iii) to obtain copies of agreements and documents as provided herein with respect
to the Pledged Collateral, (iv) to enforce the provisions hereof pursuant to which the such Pledgor has appointed the Administrative Agent its
attorney-in-fact, and (v) to enforce the Administrative Agent’s remedies hereunder, would be inadequate and that any such failure would not
be adequately compensable in damages, such Pledgor agrees that each such provision hereof may be specifically enforced.
19. Voting Rights in Respect of the Pledged Collateral.

So long as no Event of Default shall occur and be continuing under the Credit Agreement, each Pledgor may exercise any and all voting
and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this
Agreement or the other Loan Documents; provided, however, that such Pledgor will not exercise or will refrain from exercising any such voting
and other consensual right pertaining to the Pledged Collateral, as the case may be, if such action would have a material adverse effect on the
value of any Pledged Collateral. Without limiting the generality of the foregoing and in addition thereto, the Pledgors shall not vote to enable,
or take any other action to permit, any of the Companies to issue any stock, member interests, partnership interests or other equity securities,
member interests, partnership interests or other ownership interests of any nature or to issue any other securities, shares, capital stock,
member interests, partnership interests or other ownership interests convertible into or granting the right to purchase or exchange for any
stock, member interests, partnership interests or other equity securities, member interests, partnership interests or other ownership interests of
any nature of any such Company or to enter into any agreement or undertaking restricting the right or ability of the Pledgor or the
Administrative Agent to sell, assign or transfer any of the Pledged Collateral.
20. Consent to Jurisdiction.

Each Pledgor and each of the Companies hereby irrevocably submits to the nonexclusive jurisdiction of any Maryland State or Federal
Court sitting in Baltimore County, in any action or proceeding arising out of or relating to this Agreement, and Pledgors and each of the
Companies hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such Maryland
State or Federal court. Each Pledgor and each of the Companies hereby waives to the fullest extent it may effectively do so, the defense of an
inconvenient forum to the maintenance of any such action or proceeding. Each Pledgor and each of the Companies hereby appoints the
process agent identified below (the “Process Agent”) as its agent to receive on behalf of such party and its respective property service of
copies of the summons and complaint and any other process which may be served in any action or proceeding. Such service may be made by
mailing or delivering a copy of such process to any of the Pledgors or the
- 13 -
Companies in care of the Process Agent at the Process Agent’s address, and each of the Pledgors and the Companies hereby authorizes and
directs the Process Agent to receive such service on its behalf. Each Pledgor and each of the Companies agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other jurisdictions (or any political subdivision thereof) by suit on the
judgment or in any other manner provided by law. Each Pledgor and each of the Companies further agrees that it shall, for so long as any
Commitment or any obligation of any Loan Party to the Lender remains outstanding, continue to retain Process Agent for the purposes set
forth in this Section 20. The Process Agent is Corporation Service Company, with an office on the date hereof at 2711 Centerville Road, Suite
400, Wilmington, DE 19808, United States. Each Pledgor and each of the Companies shall produce to Administrative Agent evidence of the
acceptance by Process Agent of such appointment.
21. Waiver of Jury Trial.

EXCEPT AS PROHIBITED BY LAW, EACH PLEDGOR AND EACH OF THE COMPANIES HEREBY WAIVES ANY RIGHT IT MAY
HAVE TO A TRIAL BY A JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER DOCUMENTS OR TRANSACTIONS RELATING THERETO.
22. Entire Agreement; Amendments.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior
agreements relating to a grant of a security interest in the Pledged Collateral by any Pledgor. This Agreement may not be amended or
supplemented except by a writing signed by the Administrative Agent and the Pledgors.
23. Counterparts; Telecopy Signatures.

This Agreement may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which,
when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same instrument. Each Pledgor
acknowledges and agrees that a telecopy or other electronic transmission to the Administrative Agent or any Lender of the signature pages
hereof purporting to be signed on behalf of any Pledgor shall constitute effective and binding execution and delivery hereof by such Pledgor.
24. Construction.
The rules of construction contained in Section 1.2 of the Credit Agreement apply to this Agreement.

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[SIGNATURE PAGE TO PLEDGE AGREEMENT]
IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.
ADMINISTRATIVE AGENT:
By:
[SIGNATURE PAGE TO PLEDGE AGREEMENT]
PLEDGORS:
UNDER ARMOUR, INC.,

By:
Printed:
Title:

By:
Printed:
Title:
UNDER ARMOUR EUROPE BV
By:
Printed:
Title:
ACKNOWLEDGEMENT AND CONSENT
Each of the undersigned hereby acknowledges receipt of a copy of the Pledge Agreement, dated as of January 28, 2009, made by Under
Armour, Inc., Under Armour Retail, Inc., and Under Armour Europe BV for the benefit of PNC Bank, National Association, as Administrative
Agent (the “Pledge Agreement”). Each of the undersigned, intending to be legally bound hereby, agrees for the benefit of the Administrative
Agent and the Lenders as follows:
1. Each of the undersigned will be bound by the terms of the Pledge Agreement and will comply with such terms insofar as such terms
are applicable to the undersigned, including without limiting the generality of the foregoing, those terms in Sections 20 and 21 of the Pledge
Agreement.
2. Each of the undersigned will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in
Section 5(g) of the Pledge Agreement.
3. The terms of Section 3 of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may facilitate, in the
reasonable judgment of the Administrative Agent, the carrying out of Section 3 of the Pledge Agreement.
4. To the extent that any of undersigned has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal
process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution, or otherwise) with respect
to itself or its property, each of undersigned hereby irrevocably waives such immunity in respect of its obligations under the Pledge
Agreement and any other document or agreement executed in connection therewith, and each of undersigned agrees that it will not raise or
claim any such immunity at or in respect of any such action or proceeding.
5. Each of the undersigned acknowledges and agrees that any notices sent to the Pledgor regarding any of the Pledged Collateral shall
also be sent to the Administrative Agent in the manner and at the address of Administrative Agent as indicated in Section 17 of the Pledge
Agreement.
6. During the term of this Agreement, each of the undersigned shall not treat any uncertificated ownership interests as securities which
are subject to Article 8 of the Code.

[SIGNATURE PAGE TO ACKNOWLEDGMENT AND CONSENT TO PLEDGE AGREEMENT]

By: Under Armour, Inc., a Maryland corporation,

its sole member
By:
Printed:
Title:
UNDER ARMOUR CANADA, INC.,

a Canadian corporation
By:
Printed:
Title:

By:
Printed:
Title:

By:
Printed:
Title:
[SIGNATURE PAGE TO ACKNOWLEDGMENT AND CONSENT TO

PLEDGE AGREEMENT]
UNDER ARMOUR EUROPE BV
By:
Printed:
Title:
UNDER ARMOUR FRANCE,

a French limited company
By:
Printed:
Title:
[SIGNATURE PAGE TO ACKNOWLEDGMENT AND CONSENT TO

PLEDGE AGREEMENT]

By:
Printed:
Title:
Address for Notices:

1020 Hull Street
Baltimore, Maryland 21230
Fax: (410) 234-1911
SCHEDULE A
TO
PLEDGE AGREEMENT
Description of Pledged Collateral
A. Corporations
Ple dgor an d Ple dgor’s Ple dge d Type an d Am ou n t of

jurisdiction of form ation S h are s O wn e rship
B. Limited Liability Companies
Ple dgor an d Ple dgor’s Ple dge d lim ite d liability Type an d Am ou n t of
jurisdiction of form ation com pany in te re sts O wn e rship
C. Partnerships
Ple dgor an d Ple dgor’s Ple dge d Partne rship Type an d Am ou n t of

jurisdiction of form ation Inte re sts O wn e rship
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this “Agreement”), dated as of January 28, 2009, is made by and among UNDER ARMOUR, INC., a
Maryland corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined) (the “Guarantors” and the Borrower, each a
“Debtor” and collectively the “Debtors”), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the
Lenders (as hereinafter defined) (the “Agent”).
WITNESSETH THAT:
WHEREAS, the Debtors are (or will be with respect to after-acquired property) the legal and beneficial owners and the holders of the
Collateral (as defined in Section 1 hereof); and
WHEREAS, pursuant to that certain Credit Agreement (as it may hereafter from time to time be restated, amended, modified or
supplemented, the “Credit Agreement”) of even date herewith by and among the Agent, the Lenders now or hereafter party thereto (the
“Lenders”) the Guarantors now or hereafter party thereto (the “Guarantors”), the Borrower, SunTrust Bank as Syndication Agent, and
Compass Bank, as Documentation Agent, the Agent and the Lenders have agreed to make certain loans to the Borrower; and
WHEREAS, the obligation of the Agent and the Lenders to make loans under the Credit Agreement is subject to the condition, among
others, that the Debtors secure their obligations and the obligations of the Loan Parties to the Agent and the Lenders under the Credit
Agreement, the other Loan Documents and otherwise as more fully described herein in the manner set forth herein.
NOW, THEREFORE, intending to be legally bound hereby, the parties hereto covenant and agree as follows:
1. Terms which are defined in the Credit Agreement and not otherwise defined herein are used herein as defined therein and the rules of
Construction set forth in Section 1.2 of the Credit Agreement shall apply to this Agreement. The following words and terms shall have the
following meanings, respectively, unless the context hereof otherwise clearly requires:
(a) “Code” means the Uniform Commercial Code as in effect in the Commonwealth of Pennsylvania on the date hereof and as
amended from time to time except to the extent that the conflict of law rules of such Uniform Commercial Code shall apply the Uniform
Commercial Code as in effect from time to time in any other state to specific property or other matters.
(b) “Collateral” means all of any Debtor’s right, title and interest in, to and under the following described property of such Debtor
(each capitalized term used in this Section 1(b) shall have in this Agreement the meaning given to it by the Code):
(i) all now existing and hereafter acquired or arising Account Receivables, Goods, Health Care Insurance Receivables, General
Intangibles, Payment Intangibles, Deposit
Accounts, Chattel Paper (including, without limitation, Electronic Chattel Paper), Documents, Instruments, Software, Investment Property
(other than thirty-five percent (35%) of the equity interests of Foreign Subsidiaries (as defined in the Credit Agreement)), Letters of Credit,
Letter of Credit Rights, advices of credit, money, Commercial Tort Claims as listed on Schedule B hereto (as such Schedule is amended or
supplemented from time to time), Equipment, and Inventory, Fixtures, and Supporting Obligations, together with all products of and
Accessions to any of the foregoing and all Proceeds of any of the foregoing (including, without limitation, all insurance policies and proceeds
thereof);
(ii) to the extent, if any, not included in clause (i) above, each and every other item of personal property and fixtures, whether now
existing or hereafter arising or acquired, including, without limitation, all licenses, contracts and agreements, and all collateral for the payment
or performance of any contract or agreement, together with all products and Proceeds (including all insurance policies and proceeds) of any
Accessions to any of the foregoing; and
(iii) all present and future business records and information, including computer tapes and other storage media containing the same
and computer programs and software (including, without limitation, source code, object code and related manuals and documentation and all
licenses to use such software) for accessing and manipulating such information.
Notwithstanding the foregoing, “Collateral’ shall specifically exclude the Trademarks (as defined in the Credit Agreement) of each of the
Debtors.
(c) “Secured Obligations” shall mean and include the following: (i) all now existing and hereafter arising Obligations of each and
every Debtor to the Agent, the Lenders, or any provider of a Lender Provided Interest Rate Hedge or an Other Lender Provided Financial
Services Product (an “IRH Provider”) under the Credit Agreement or any of the other Loan Documents, including all obligations, liabilities, and
indebtedness, whether for principal, interest, fees, expenses or otherwise, of each and every Debtor to the Agent, the Lenders, or any IRH
Provider, now existing or hereafter incurred under the Credit Agreement or the Notes or the Guaranty Agreement or any of the other Loan
Documents as any of the same or any one or more of them may from time to time be amended, restated, modified, or supplemented, together
with any and all extensions, renewals, refinancings, and refundings thereof in whole or in part (and including obligations, liabilities, and
indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to
the Borrower or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation,
liability or indebtedness is not enforceable or allowable in such proceeding, and including all obligations, liabilities and indebtedness arising
from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such extensions of
credit are in excess of the amount committed under or contemplated by the Loan Documents or are made in circumstances in which any
condition to extension of credit is not satisfied); (ii) all reimbursement obligations of each and every Debtor with respect to any one or more
Letters of Credit issued by Agent or any Lender; (iii) all indebtedness, loans, obligations, expenses and liabilities of each and every Debtor to
the Agent, any of the Lenders, or any IRH Provider, arising out of any Lender Provided Interest Rate Hedge or any Other Lender
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Provided Financial Services Products; and (iv) any sums advanced by the Agent or the Lenders or which may otherwise become due pursuant
to the provisions of the Credit Agreement, the Notes, this Agreement, or any other Loan Documents or pursuant to any other document or
instrument at any time delivered to the Agent in connection therewith, including commitment, letter of credit, agent or other fees and charges,
and indemnification obligations under any such document or instrument, together with all interest payable on any of the foregoing, whether
such sums are advanced or otherwise become due before or after the entry of any judgment for foreclosure or any judgment on any Loan
Document or with respect to any default under any of the Secured Obligations.
(d) “Receivables” means all of the Collateral except Equipment and Inventory.
2. As security for the due and punctual payment and performance of the Secured Obligations in full, each Debtor hereby agrees that the
Agent and the Lenders and any IRH Provider shall have, and each Debtor hereby grants to and creates in favor of the Agent for the benefit of
itself, the Lenders and any IRH Provider, a continuing first priority lien on and security interest under the Code in and to the Collateral subject
only to Permitted Liens. Without limiting the generality of Section 4 below, each Debtor further agrees that with respect to each item of
Collateral as to which (i) the creation of a valid and enforceable security interest is not governed exclusively by the Code or (ii) the perfection
of a valid and enforceable first priority security interest therein under the Code cannot be accomplished either by the Agent taking possession
thereof or by the filing in appropriate locations of appropriate Code financing statements executed by such Debtor, such Debtor will at its
expense execute and deliver to the Agent and hereby does authorize the Agent to execute and file such documents, agreements, notices,
assignments and instruments and take such further actions as may be requested by the Agent from time to time for the purpose of creating a
valid and perfected first priority Lien on such item, subject only to Permitted Liens, enforceable against such Debtor and all third parties to
secure the Secured Obligations.
3. Each Debtor represents and warrants to the Agent and the Lenders that: (a) subject to Permitted Liens, such Debtor has good and
marketable title to its Collateral; (b) except for the security interest granted to and created in favor of the Agent for the benefit of itself and the
Lenders hereunder and Permitted Liens, all the Collateral is free and clear of any Lien; (c) each Debtor will defend the Collateral against all
claims and demands of all persons at any time claiming the same or any interest therein; (d) each Account Receivable is genuine and
enforceable in accordance with its terms and such Debtor will defend the same against all claims, demands, recoupment, setoffs, and
counterclaims at any time asserted; (e) at the time any Account Receivable becomes subject to this Agreement, each such Account Receivable
will be a good and valid Account Receivable representing a bona fide sale of goods or services by such Debtor and such goods will have
been shipped to the respective account debtors or the services will have been performed for the respective account debtors, (or for those on
behalf of whom the account debtors are obligated on the Account Receivables) and no such Account Receivable will at such time be subject
to any claim for credit, allowance, setoff, recoupment, defense, counterclaim or adjustment by any account debtor or otherwise, except to the
extent permitted by Schedule 1.1(C) of the Credit Agreement; (f) the exact legal name of each Debtor is as set forth
-3-
on the signature page hereto; and (g) the state of incorporation, formation or organization, as applicable, of such Debtor is as set forth on
Schedule A hereto.
4. Each Debtor will faithfully preserve and protect the Agent’s security interest in the Collateral as a prior perfected security interest
under the Code, superior and prior to the rights of all third Persons, except for holders of Permitted Liens, and will do all such other acts and
things and will, upon request therefor by the Agent, execute, deliver, file and record, and each Debtor hereby authorizes the Agent to so file,
all such other documents and instruments, including, without limitation, financing statements, security agreements, assignments and
documents and powers of attorney with respect to the Collateral, and pay all filing fees and taxes related thereto, as the Agent, in its
reasonable discretion, may deem necessary or advisable from time to time in order to attach, continue, preserve, perfect, and protect said
security interest (including the filing at any time or times after the date hereof of financing statements under, and in the locations advisable
pursuant to, the Code); and, each Debtor hereby irrevocably appoints the Agent, its officers, employees and agents, or any of them, as
attorneys-in-fact for such Debtor to execute, deliver, file and record such items for such Debtor and in such Debtor’s name, place and stead.
This power of attorney, being coupled with an interest, shall be irrevocable for the life of this Agreement.
5. Each Debtor jointly and severally covenants and agrees that:

(a) it will defend the Agent’s and the Lenders’ right, title and lien on and security interest in and to the Collateral and the proceeds
thereof against the claims and demands of all Persons whomsoever, other than the holders of Permitted Liens, other than any Person claiming
a right in the Collateral pursuant to an agreement between such Person and the Agent;
(b) it will not suffer or permit to exist on any Collateral any Lien except for Permitted Liens;
(c) it will not take or omit to take any action, the taking or the omission of which might result in a material alteration (except as
permitted by the Credit Agreement) or impairment of the Collateral or of the Agent’s rights under this Agreement;
(d) it will not sell, assign or otherwise dispose of any portion of the Collateral except as permitted in Section 7.2.6 [Disposition of
Assets or Subsidiaries] of the Credit Agreement;
(e) it will (i) except for such Collateral delivered to the Agent pursuant to this Section or otherwise now or hereafter under the
control of the Agent, obtain and maintain sole and exclusive possession of the Collateral, (ii) maintain its chief executive office and keep the
Collateral and all records pertaining thereto at the locations specified on the Security Interest Data Summary attached as Schedule A hereto,
unless it shall have given the Agent prior notice and taken any action reasonably requested by the Agent to maintain its security interest
therein, (iii) notify the Agent if an Account Receivable becomes evidenced or secured by an Instrument or Chattel Paper and deliver to the
Agent upon the Agent’s request therefor all Collateral consisting of Instruments and Chattel Paper immediately upon such Debtor’s receipt of
a request
-4-
therefor, (iv) deliver to the Agent possession of all Collateral the possession of which is required to perfect the Agent’s lien thereon or
security interest therein or the possession of which grants priority over a Person filing a financing statement with respect thereto, (v) if
required by the Credit Agreement, execute control agreements and cause other Persons to execute acknowledgments in form and substance
satisfactory to the agent evidencing the Agent’s control with respect to all Collateral the control or acknowledgment of which perfects the
Agent’s security interest therein, including Letters of Credit, Letter of Credit Rights, Electronic Chattel Paper, Deposit Accounts and
Investment Property, and (vi) keep materially accurate and complete books and records concerning the Collateral and such other books and
records as the Agent may from time to time reasonably require;
(f) it will promptly furnish to the Agent such information and documents relating to the Collateral as the Agent may reasonably
request, including, without limitation, all invoices, Documents, contracts, Chattel Paper, Instruments and other writings pertaining to such
Debtor’s contracts or the performance thereof, all of the foregoing to be certified upon request of the Agent by an authorized officer of such
Debtor;
(g) it shall immediately notify the Agent if any Account Receivable arises out of contracts with the United States or any
department, agency or instrumentality thereof or any one or more of the states of the United States or any department, agency, or
instrumentality thereof, and will execute any instruments and take any steps required by the Agent so that all monies due and to become due
under such contract shall be assigned to the Agent and notice of the assignment given to and acknowledged by the appropriate government
agency or authority under the Federal Assignment of Claims Act;
(h) it will not change its state of incorporation, formation or organization, as applicable without providing thirty (30) days prior
written notice the Agent;
(i) it will not change its name without providing thirty (30) days prior written notice to the Agent;
(j) it shall preserve its corporate existence and shall not (i) in one, or a series of related transactions, merge into or consolidate with
any other entity, the survivor of which is not such Debtor, or (ii) sell all or substantially all or its assets except, in each case, to the extent
permitted by the Credit Agreement;
(k) if it shall at any time acquire a commercial tort claim, as defined in the Code, such Debtor shall immediately notify the Agent in a
writing signed by such Debtor of the details thereof and grant to the Agent for the benefit of the Lenders in such writing a security interest
therein and in the proceeds thereof, with such writing to be in form and substance satisfactory to the Agent and such writing shall constitute a
supplement to Schedule B hereto;
(l) it hereby authorizes the Agent to, at any time and from time to time, file in any one or more jurisdictions financing statements
that describe the Collateral, together with continuation statements thereof and amendments thereto, without the signature of such Debtor and
which contain any information required by the Code or any other applicable statute
-5-
applicable to such jurisdiction for the sufficiency or filing office acceptance of any financing statements, continuation statements, or
amendments. Each Debtor agrees to furnish any such information to the Agent promptly upon request. Any such financing statements,
continuation statements, or amendments may be signed by Agent on behalf of such Debtor if the Agent so elects and may be filed at any time
in any jurisdiction; and
(m) it shall at any time and from time to time take such steps as the Agent may reasonably request as are necessary for the Agent to
insure the continued perfection of the Agent’s and the Lenders’ security interest in the Collateral with the same priority required hereby and
the preservation of its rights therein.
6. Each Debtor assumes full responsibility for taking any and all necessary steps to preserve the Agent’s and the Lenders’ rights with
respect to the Collateral against all Persons other than anyone asserting rights in respect of a Permitted Lien. The Agent shall be deemed to
have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Agent takes such action for that
purpose as such Debtor shall request in writing, provided that such requested action will not, in the judgment of the Agent, impair the security
interest in the Collateral created hereby or the Agent’s and the Lenders’ rights in, or the value of, the Collateral, and provided further that such
written request is received by the Agent in sufficient time to permit the Agent to take the requested action.
7. No Discharge Until Indefeasible Payment of the Secured Obligations.
The pledge, security interests, and other Liens and the obligations of each Debtor hereunder shall not be discharged or impaired or
otherwise diminished by any failure, default, omission, or delay, willful or otherwise, by Agent, or any other obligor on any of the Secured
Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent
vary the risk of such Debtor or which would otherwise operate as a discharge of such Debtor as a matter of law or equity. Without limiting the
generality of the foregoing, each Debtor hereby consents to, and the pledge, security interests, and other Liens given by such Debtor
hereunder shall not be diminished, terminated, or otherwise similarly affected by any of the following at any time and from time to time:
(a) any lack of genuineness, legality, validity, enforceability, or allowability (in a bankruptcy, insolvency, reorganization or similar
proceeding, or otherwise), or any avoidance or subordination, in whole or in part, of any Loan Document or any of the Secured Obligations
and regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of the Secured Obligations, any of the
terms of the Loan Documents, or any rights of the Agent or any other Person with respect thereto;
(b) any increase, decrease, or change in the amount, nature, type or purpose of any of the Secured Obligations (whether or not
contemplated by the Loan Documents as presently constituted); any change in the time, manner, method, or place of payment or performance
of, or in any other term of, any of the Secured Obligations; any execution or delivery of any additional Loan Documents; or any amendment,
modification or supplement to, or refinancing or refunding of, any Loan Document or any of the Secured Obligations;
-6-
(c) any failure to assert any breach of or default under any Loan Document or any of the Secured Obligations; any extensions of
credit in excess of the amount committed under or contemplated by the Loan Documents, or in circumstances in which any condition to such
extensions of credit has not been satisfied; any other exercise or non-exercise, or any other failure, omission, breach, default, delay, or
wrongful action in connection with any exercise or non-exercise, of any right or remedy against such Debtor or any other Person under or in
connection with any Loan Document or any of the Secured Obligations; any refusal of payment or performance of any of the Secured
Obligations, whether or not with any reservation of rights against any Debtor; or any application of collections (including collections resulting
from realization upon any direct or indirect security for the Secured Obligations) to other obligations, if any, not entitled to the benefits of this
Agreement, in preference to Secured Obligations or, if any collections are applied to Secured Obligations, any application to particular Secured
Obligations;
(d) any taking, exchange, amendment, modification, supplement, termination, subordination, release, loss, or impairment of, or any
failure to protect, perfect, or preserve the value of, or any enforcement of, realization upon, or exercise of rights or remedies under or in
connection with, or any failure, omission, breach, default, delay, or wrongful action by the Agent or any other Person in connection with the
enforcement of, realization upon, or exercise of rights or remedies under or in connection with, or, any other action or inaction by Agent or any
other Person in respect of, any direct or indirect security for any of the Secured Obligations (including the Collateral). As used in this
Agreement, “direct or indirect security” for the Secured Obligations, and similar phrases, includes any collateral security, guaranty, suretyship,
letter of credit, capital maintenance agreement, put option, subordination agreement, or other right or arrangement of any nature providing
direct or indirect assurance of payment or performance of any of the Secured Obligations, made by or on behalf of any Person;
(e) any merger, consolidation, liquidation, dissolution, winding-up, charter revocation, or forfeiture, or other change in,
restructuring or termination of the corporate structure or existence of, any Debtor or any other Person; any bankruptcy, insolvency,
reorganization or similar proceeding with respect to any Debtor or any other Person; or any action taken or election (including any election
under Section 1111(b)(2) of the United States Bankruptcy Code or any comparable law of any jurisdiction) made by Agent or any Debtor or by
any other Person in connection with any such proceeding;
(f) any defense, setoff, or counterclaim which may at any time be available to or be asserted by any Debtor or any other Person with
respect to any Loan Document or any of the Secured Obligations; or any discharge by operation of law or release of any Debtor or any other
Person from the performance or observance of any Loan Document or any of the Secured Obligations; or
otherwise constitute a defense available to, or limit the liability of a guarantor or a surety, including any Debtor, excepting only full, strict, and
indefeasible payment and performance of the Secured Obligations in full.
-7-
8. Waivers.
Each Debtor hereby waives any and all defenses which any Debtor may now or hereafter have based on principles of suretyship,
impairment of collateral, or the like and each Debtor hereby waives any defense to or limitation on its obligations under this Agreement arising
out of or based on any event or circumstance referred to in the immediately preceding section hereof. Without limiting the generality of the
foregoing and to the fullest extent permitted by applicable law, each Debtor hereby further waives each of the following:
(a) all notices, disclosures and demands of any nature which otherwise might be required from time to time to preserve intact any
rights against such Debtor, including the following: any notice of any event or circumstance described in the immediately preceding section
hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment,
nonperformance, dishonor, or protest under any Loan Document or any of the Secured Obligations; any notice of the incurrence of any
Secured Obligations; any notice of any default or any failure on the part of such Debtor or any other Person to comply with any Loan
Document or any of the Secured Obligations or any requirement pertaining to any direct or indirect security for any of the Secured
Obligations; and any notice or other information pertaining to the business, operations, condition (financial or otherwise), or prospects of the
Borrower or any other Person;
(b) any right to any marshalling of assets, to the filing of any claim against such Debtor or any other Person in the event of any
bankruptcy, insolvency, reorganization, or similar proceeding, or to the exercise against such Debtor or any other Person of any other right or
remedy under or in connection with any Loan Document or any of the Secured Obligations or any direct or indirect security for any of the
Secured Obligations; any requirement of promptness or diligence on the part of the Agent or any other Person; any requirement to exhaust
any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Secured
Obligations or any direct or indirect security for any of the Secured Obligations; any benefit of any statute of limitations; and any requirement
of acceptance of this Agreement or any other Loan Document, and any requirement that any Debtor receive notice of any such acceptance;
and
(c) any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of
remedies (including anti-deficiency laws, “one action” laws, or the like), or by reason of any election of remedies or other action or inaction by
the Agent (including commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral
security for any of the Secured Obligations), which results in denial or impairment of the right of the Agent to seek a deficiency against the
Borrower or any other Person or which otherwise discharges or impairs any of the Secured Obligations.
9. The Obligations and additional liabilities of the Debtors under this Agreement are joint and several obligations of the Debtors, and
each Debtor hereby waives to the full extent permitted by law any defense it may otherwise have to the payment and performance of the
Obligations that its liability hereunder is limited and not joint and several. Each Debtor acknowledges and agrees that the foregoing waivers
serve as a material inducement to the
-8-
agreement of the Agent and the Lenders to make the Loans, and that the Agent and the Lenders are relying on each specific waiver and all
such waivers in entering into this Agreement. The undertakings of each Debtor hereunder secure the obligations of itself and the other
Debtors. The Agent and the Lenders, or any of them, may, in their sole discretion, elect to enforce this Agreement against any Debtor without
any duty or responsibility to pursue any other Debtor and such an election by the agent and the Lenders, or any of them, shall not be a
defense to any action the Agent and the Lenders, or any of them, may elect to take against any Debtor. Each of the Lenders and Agent hereby
reserve all right against each Debtor.
10. (a) At any time and from time to time whether or not an Event of Default then exists and without prior notice to or consent of any
Debtor, the Agent may at its option take such actions as the Agent deems appropriate (i) to attach, perfect, continue, preserve and protect the
Agent’s and the Lenders’ first priority security interest in or lien on the Collateral, and/or (ii) to inspect, audit and verify the Collateral,
including reviewing all of such Debtor’s books and records and copying and making excerpts therefrom, provided that prior to an Event of
Default or a Potential Default, the same is done with reasonable advance notice during normal business hours to the extent access to such
Debtor’s premises is required, and (iii) to add all liabilities, obligations, costs and expenses reasonably incurred in connection with the
foregoing clauses (i) and (ii) to the Secured Obligations, to be paid by the Debtors to the Agent for the benefit of the Agent and the Lenders
upon demand.
(b) At any time and from time to time after an Event of Default exists and is continuing and without prior notice to or consent of any
Debtor, the Agent may at its option take such action as the Agent deems appropriate (i) to maintain, repair, protect and insure the Collateral,
and/or (ii) to perform, keep, observe and render true and correct any and all covenants, agreements, representations and warranties of any
Debtor hereunder, and (iii) to add all liabilities, obligations, costs and expenses reasonably incurred in connection with the foregoing clauses
(i) and (ii) to the Secured Obligations, to be paid by any Debtor to the Agent for the benefit of the Agent and the Lenders upon demand.
11. After there exists any Event of Default under the Credit Agreement and following acceleration pursuant to Section 8.2 of the Credit
Agreement:
(a) The Agent shall have and may exercise all the rights and remedies available to a secured party under the Code in effect at the
time, and such other rights and remedies as may be provided by Law and as set forth below, including, without limitation, to take over and
collect all of any Debtor’s Account Receivables and all other Collateral, and to this end each Debtor hereby appoints the Agent, its officers,
employees and agents, as its irrevocable, true and lawful attorneys-in-fact with all necessary power and authority to: (i) take possession
immediately, with or without notice, demand, or legal process, of any of or all of the Collateral wherever found, and for such purposes, enter
upon any premises upon which the Collateral may be found and remove the Collateral therefrom; (ii) require any Debtor to assemble the
Collateral and deliver it to the Agent or to any place designated by the Agent at such Debtor’s expense; (iii) receive, open and dispose of all
mail addressed to any Debtor and notify postal authorities to change the address for delivery thereof to such address as the Agent may
designate; (iv) demand payment of the Account Receivables; (v) enforce payment of the Account Receivables by legal
-9-
proceedings or otherwise; (vi) exercise all of any Debtor’s rights and remedies with respect to the collection of the Account Receivables;
(vii) settle, adjust, compromise, extend or renew the Account Receivables; (viii) settle, adjust or compromise any legal proceedings brought to
collect the Account Receivables; (ix) to the extent permitted by applicable Law, sell or assign the Account Receivables upon such terms, for
such amounts and at such time or times as the Agent deems advisable; (x) discharge and release the Account Receivables; (xi) take control, in
any manner, of any item of payment or proceeds from any account debtor; (xii) prepare, file and sign any Debtor’s name on any Proof of Claim
in Bankruptcy or similar document against any account debtor; (xiii) prepare, file and sign any Debtor’s name on any notice of Lien,
assignment or satisfaction of Lien or similar document in connection with the Account Receivables; (xiv) do all acts and things necessary, in
the Agent’s sole discretion, to fulfill any Debtor’s obligations to the Agent or the Lenders under the Credit Agreement, Loan Documents or
otherwise; (xv) endorse the name of any Debtor upon any check, Chattel Paper, Document, Instrument, invoice, freight bill, bill of lading or
similar document or agreement relating to the Account Receivables or Inventory; (xvi) use any Debtor’s stationery and sign such Debtor’s
name to verifications of the Account Receivables and notices thereof to account debtors; (xvii) access and use the information recorded on or
contained in any data processing equipment or computer hardware or software relating to the Account Receivables, Inventory, or other
Collateral or proceeds thereof to which any Debtor has access; (xviii) demand, sue for, collect, compromise and give acquittances for any and
all Collateral; (xix) prosecute, defend or compromise any action, claim or proceeding with respect to any of the Collateral; and (xx) take such
other action as the Agent may deem appropriate, including extending or modifying the terms of payment of any Debtor’s debtors. This power
of attorney, being coupled with an interest, shall be irrevocable for the life of this Agreement. To the extent permitted by Law, each Debtor
hereby waives all claims of damages due to or arising from or connected with any of the rights or remedies exercised by the Agent pursuant to
this Agreement, except claims for physical damage to the Collateral arising from gross negligence or willful misconduct by the Agent.
(b) The Agent shall have the right to lease, sell or otherwise dispose of all or any of the Collateral at public or private sale or sales
for cash, credit (which shall be applied against the Obligations) or any combination thereof, with such notice as may be required by Law (it
being agreed by each Debtor that, in the absence of any contrary requirement of Law, ten (10) days’ prior notice of a public or private sale of
Collateral shall be deemed reasonable notice), in lots or in bulk, for cash or on credit (which shall be applied against the Obligations), all as the
Agent, in its sole discretion, may deem advisable. Such sales may be adjourned from time to time with or without notice. The Agent shall have
the right to conduct such sales on any Debtor’s premises or elsewhere and shall have the right to use any Debtor’s premises without charge
for such sales for such time or times as the Agent may see fit. The Agent may purchase all or any part of the Collateral at public or, if permitted
by Law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Secured
Obligations.
(c) Each Debtor, at its cost and expense (including the cost and expense of any of the following referenced consents, approvals,
etc.) will promptly execute and deliver or cause the execution and delivery of all applications, certificates, instruments, registration statements,
and all other documents and papers the Agent may request in connection with the
- 10 -
obtaining of any consent, approval, registration, qualification, permit, license, accreditation, or authorization of any other Official Body or
other Person necessary or appropriate for the effective exercise of any rights hereunder or under the other Loan Documents. Without limiting
the generality of the foregoing, each Debtor agrees that in the event the Agent on behalf of itself and/or the Lenders shall exercise its rights
hereunder or pursuant to the other Loan Documents, to sell, transfer, or otherwise dispose of, or vote, consent, operate, or take any other
action in connection with any of the Collateral, such Debtor shall execute and deliver (or cause to be executed and delivered) all applications,
certificates, assignments and other documents that the Agent requests to facilitate such actions and shall otherwise promptly, fully, and
diligently cooperate with the Agent and any other Persons in making any application for the prior consent or approval of any Official Body or
any other Person to the exercise by the Agent on behalf of itself and/or the Lenders or any such rights relating to all or any of the Collateral.
Furthermore, because each Debtor agrees that the remedies at law, of the Agent on behalf of itself and/or the Lenders, for failure of such
Debtor to comply with this Subsection (c) would be inadequate, and that any such failure would not be adequately compensable in damages,
each Debtor agrees that this Subsection (c) may be specifically enforced.
(d) The Agent may request, without limiting the rights and remedies of the Agent on behalf of itself and the Lenders otherwise
provided hereunder and under the other Loan Documents, that each Debtor do any of the following: (i) give the Agent on behalf of itself and
the Lenders specific assignments of the accounts receivable of such Debtor after such accounts receivable come into existence, and schedules
of such accounts receivable, the form and content of such assignment and schedules to be satisfactory to Agent; and (ii) in order to better
secure the Agent on behalf of itself and the Lenders, to the extent permitted by Law, enter into such lockbox agreements and establish such
lockbox accounts as the agent may require, all at the sole expense of such Debtor and shall direct all payments from all payors due to such
Debtor, to such lockbox accounts.
12. The lien on and security interest in each Debtor’s Collateral granted to and created in favor of the Agent by this Agreement shall be
for the benefit of the Agent and the Lenders and any IRH Provider. Each of the rights, privileges, and remedies provided to the Agent
hereunder or otherwise by Law with respect to any Debtor’s Collateral shall be exercised by the Agent only for its own benefit and the benefit
of the Lenders, and any of such Debtor’s Collateral or proceeds thereof held or realized upon at any time by the Agent shall be applied as set
forth in Section 8.2.5 [Application of Proceeds] of the Credit Agreement. Each Debtor shall remain liable to the Agent and the Lenders and any
IRH Provider for and shall pay to the Agent for the benefit of itself and the Lenders and any IRH Provider any deficiency which may remain
after such sale or collection.
13. If the Agent repossesses or seeks to repossess any of the Collateral pursuant to the terms hereof because of the occurrence of an
Event of Default, then to the extent it is commercially reasonable for the Agent to store any Collateral on any of any Debtor’s premises, each
Debtor hereby agrees to lease to the Agent on a month-to-month tenancy for a period not to exceed [ninety (90)] days at the Agent’s election,
at a rental of One Dollar ($1.00) per month, the premises on which the Collateral is located, provided it is located on premises owned or leased
by such Debtor.
- 11 -
14. Upon indefeasible payment in full of the Secured Obligations, the expiration of all Commitments and Letters of Credit, and termination
of the Credit Agreement, this Agreement shall terminate and be of no further force and effect, and the Agent shall thereupon promptly return
to a Debtor such of the Collateral and such other documents delivered by such Debtor hereunder as may then be in the Agent’s possession,
subject to the rights of third parties. Until such time, however, this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
15. No failure or delay on the part of the Agent in exercising any right, remedy, power or privilege hereunder shall operate as a waiver
thereof or of any other right, remedy, power or privilege of the Agent hereunder; nor shall any single or partial exercise of any such right,
remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. No
waiver of a single Event of Default shall be deemed a waiver of a subsequent Event of Default. All waivers under this Agreement must be in
writing. The rights and remedies of the Agent under this Agreement are cumulative and in addition to any rights or remedies which it may
otherwise have, and the Agent may enforce any one or more remedies hereunder successively or concurrently at its option.
16. All notices, statements, requests and demands given to or made upon either party hereto in accordance with the provisions of this
Agreement shall be given or made as provided in Section 10.5 [Notices; Effectiveness; Electronic Communication] of the Credit Agreement.
17. Each Debtor agrees that as of the date hereof, all information contained on the Security Interest Data Schedule attached hereto as
Schedule A is accurate and complete and contains no omission or misrepresentation. Each Debtor shall promptly notify the Agent of any
changes in the information set forth thereon.
18. Each Debtor acknowledges that the provisions hereof giving the Agent rights of access to books, records and information
concerning the Collateral and such Debtor’s operations and providing the Agent access, at reasonable times and upon one (1) day prior
notice, to such Debtor’s premises are intended to afford the Agent with immediate access to current information concerning such Debtor and
its activities, including, without limitation, the value, nature and location of the Collateral so that the Agent can, among other things, make an
appropriate determination after the occurrence of an Event of Default, whether and when to exercise its other remedies hereunder and at Law,
including, without limitation, instituting a replevin action should any Debtor refuse to turn over any Collateral to the Agent. Each Debtor
further acknowledges that should such Debtor at any time fail to promptly provide such information and access to the Agent, each Debtor
acknowledges that the Agent would have no adequate remedy at Law to promptly obtain the same. Each Debtor agrees that the provisions
hereof may be specifically enforced by the Agent and waives any claim or defense in any such action or proceeding that the Agent has an
adequate remedy at Law.
19. This Agreement shall be binding upon and inure to the benefit of the Agent, the Lenders and their respective successors and
assigns, and each Debtor and each of its respective successors and assigns, except that no debtor may assign or transfer such Debtor’s
obligations hereunder or any interest herein.
- 12 -
20. This Agreement shall be deemed to be a contract under the laws of the Commonwealth of Pennsylvania and for all purposes shall be
governed by and construed in accordance with the laws of said Commonwealth excluding its rules relating to conflicts of law.
21. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.
22. Each Debtor hereby irrevocably submits to the nonexclusive jurisdiction of any Pennsylvania State or Federal Court sitting in
Pittsburgh, Pennsylvania, in any action or proceeding arising out of or relating to this Agreement, and Debtors hereby irrevocably agree that
all claims in respect of such action or proceeding may be heard and determined in such Pennsylvania State or Federal court. Each Debtor
hereby waives to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or
proceeding. Each Debtor hereby appoints the process agent identified below (the “Process Agent”) as its agent to receive on behalf of such
party and its respective property service of copies of the summons and complaint and any other process which may be served in any action or
proceeding. Such service may be made by mailing or delivering a copy of such process to any of the Debtors in care of the Process Agent at
the Process Agent’s address, and each of the Debtors hereby authorizes and directs the Process Agent to receive such service on its behalf.
Each Debtor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions (or
any political subdivision thereof) by suit on the judgment or in any other manner provided by law. Each Debtor further agrees that it shall, for
so long as any Commitment or any obligation of any Loan Party to the Lender remains outstanding, continue to retain Process Agent for the
purposes set forth in this Section 22. The Process Agent is Corporation Service Company, with an office on the date hereof at 2711 Centerville
Road, Suite 400, Wilmington, DE 19808, United States. Each Debtor shall produce to the Agent evidence of the acceptance by Process Agent
of such appointment.
23. EXCEPT AS PROHIBITED BY LAW, EACH DEBTOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY A JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT
OR ANY OTHER DOCUMENTS OR TRANSACTIONS RELATING THERETO.
24. This Agreement may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of
which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same instrument. Each Debtor
acknowledges and agrees that a telecopy or other electronic transmission to the Agent or any Lender of the signature pages hereof purporting
to be signed on behalf of any Debtor shall constitute effective and binding execution and delivery hereof by such Debtor.

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[SIGNATURE PAGE TO SECURITY AGREEMENT]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed and delivered this Agreement as
of the day and year first above set forth.

By:
Printed:
Title:


member
By:
Printed:
Title:

By:
Printed:
Title:

By:
Printed:
Title:

By:
Printed:
Title:
By:
SCHEDULE A
TO
SECURITY AGREEMENT
SECURITY INTEREST DATA SUMMARY
1. The chief executive office of (each a “Debtor”) is located at:
County
2. Each Debtor’s true and full name is as follows: . Each Debtor uses no trade names or fictitious names.
3. Each Debtor’s form of organization is as follows:
4. Each Debtor’s state of organization is as follows:
5. Each Debtor’s EIN # is as follows:
6. Each Debtor’s organization ID # is (if any exists) is as follows:
7. All of each Debtor’s personal property which has not been delivered to the Agent pursuant to the terms of this Agreement or the
Credit Agreement is now, and will be at all future times, located at such Debtor’s chief executive office as described in Paragraph 1 above,
except as specified below:
8. All of each Debtor’s books and records, including those relating to accounts payable and accounts receivable, are kept at such
Debtor’s chief executive office as described in Paragraph 1 above, except as specified below:
SCHEDULE B
TO
SECURITY AGREEMENT
COMMERCIAL TORT CLAIMS
[None]
EXHIBIT 2.4
FORM OF
LENDER JOINDER AND ASSUMPTION AGREEMENT
THIS LENDER JOINDER AND ASSUMPTION AGREEMENT (this “Joinder”) is made as of , 20 (the “Effective Date”) by
, (the “New 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 New Lender to become a Lender under the Credit Agreement, the New 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 New Lender remains a party to the Credit Agreement, such
New 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 New 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 $ .
The Commitments and Ratable Shares of the New 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 New 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 New 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.

-2-
[SIGNATURE PAGE TO LENDER JOINDER AND ASSUMPTION AGREEMENT]
IN WITNESS WHEREOF, the New Lender has duly executed and delivered this Joinder as of the Effective Date hereof.
[NEW LENDER]
By:
Name:
Title:
[ACKNOWLEDGEMENT PAGE TO LENDER JOINDER AND ASSUMPTION AGREEMENT]
ACKNOWLEDGED:

as Administrative Agent
By:
Name:
Title:
UNDER ARMOUR, INC., as Borrower
By: (SEAL)
Name:
Title:
SCHEDULE 1.1(B)
COMMITMENTS OF LENDERS
Revised Schedule 1.1(B) to Credit Agreement attached.

SCHEDULE 1
TO
OUTSTANDING TRANCHES
EXHIBIT 2.5
FORM OF LOAN REQUEST
TO: PNC Bank, National Association

Agency Services
500 First Avenue
Attention: Rini Davis
Telephone: (412) 762-7638
Telecopy: (412) 762-8672
CC: PNC Bank, National Association

The PNC Financial Services Group
Baltimore, MD 21201
Telephone: (410) 237 4573
Telecopy: (410) 237 5700
FROM: Under Armour, Inc.
RE: Credit Agreement (as it may be amended, restated, modified or supplemented, the “Credit Agreement”) dated as of January 28, 2009
by and among Under Armour, Inc., the Guarantors party thereto, the Lenders party thereto, PNC Bank, National Association, as
Administrative Agent for the Lenders (the “Administrative Agent”), SunTrust Bank, as Syndication Agent, and Compass Bank, as
Documentation Agent.
Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them by the Credit Agreement.
A. Pursuant to Section 2.5.1 of the Credit Agreement, the undersigned Borrower irrevocably requests [check one line under 1(a) below and
fill in blank space next to the line as appropriate]:
1.(a) — A new Revolving Credit Loan OR
— A new Letter of Credit OR
— Renewal of the LIBOR Rate Option applicable to an outstanding [specify type of Loan —
Revolving Credit Loan or Letter of Credit], originally made on , 20 OR
— Conversion of the Base Rate Option applicable to an outstanding [specify type of Loan —
Revolving Credit Loan or Letter of Credit] originally made on to a Loan to which the LIBOR
Rate Option applies, OR
— Conversion of the LIBOR Rate Option applicable to an outstanding [specify type of Loan —
Revolving Credit Loan or Letter of Credit] originally made on , 20 to a Loan to which the Base Rate
Option applies.
SUCH NEW, RENEWED OR CONVERTED LOAN SHALL BEAR INTEREST:
[Check one line under 1(b) below and fill in blank spaces in line next to line]:
1.(b)(i) — Under the Base Rate Option. Such Loan shall have a Borrowing Date of , 20 (which date shall be (i) be the
same Business Day as the Business Day of receipt by the Administrative Agent by 10:00 a.m. of this Loan Request for
making a new Revolving Credit Loan to which the Base Rate Option applies, or (ii) the last day of the preceding Interest
Period if a Loan to which the LIBOR Rate Option applies is being converted to a Loan to which the Base Rate Option
applies).
OR
(ii) — Under the LIBOR Rate Option. Such Loan shall have a Borrowing Date of (which date shall be
(i) three (3) Business Days subsequent to the Business Day of receipt by the Agent by 10:00 a.m. of this Loan Request
for making a new Revolving Credit Loan to which the LIBOR Rate Option applies, renewing a Loan to which the LIBOR
Rate Option applies, or converting a Loan to which the Base Rate Option applies to a Loan to which the LIBOR Rate
Option applies, or (ii) the same Business Day as the last day of the preceding Interest Period if a Loan to which the
LIBOR Rate Option applies is being convert to a Loan to which the Base Rate Option applies).
2. Such Loan is in the principal amount of US $ or the principal amount to be renewed or converted is US
$
[in increments of $500,000 and not less than $1,000,000 for each Borrowing Tranche to which the LIBOR Rate
Option applies and in increments of $100,000 and not less than $500,000 for each Borrowing Tranche to which the
Base Rate Option applies]
2
3. [Complete blank below if the Borrower is selecting the LIBOR Rate Option]:
Such Loan shall have an Interest Period of one [one, two, three, or six] Months.
B. As of the date hereof and the date of making of the above-requested Loan (and after giving effect thereto): the Loan Parties have
performed and complied with all covenants and conditions of the Credit Agreement and the other Loan Documents; all of the
representations and warranties contained in Section 5 of the Credit Agreement are true and correct in all material respects; no Event of
Default or Potential Default has occurred and is continuing or exists; the making of such Loan shall not contravene any Law applicable to
the Borrower, any other Loan Party, any Subsidiary of the Borrower or of any other Loan Party, or any Lender; and the aggregate
principal amount of Swing Loans and the Revolving Credit Loans of all the Lenders does not exceed the Revolving Credit Commitments.
C. The undersigned hereby irrevocably requests [check one line under 1.(a) below and fill in blank space next to the line as appropriate]:
1.(a) — Funds to be deposited into PNC bank account per our current standing instructions. Complete amount of deposit if not
full loan advance amount: $ .
— Funds to be wired per the following wire instructions:

US $ Amount of Wire Transfer
Bank Name:
ABA:
Account Number:
Account Name:
Reference:
— Funds to be wired per the attached Funds Flow (multiple wire transfers)

3
[SIGNATURE PAGE TO LOAN REQUEST]
The undersigned certifies to the Administrative Agent for the benefit of the Lenders as to the accuracy of the foregoing on January 28,
2009.
UNDER ARMOUR, INC.,

(SEAL)
By:
Name:
Title:
EXHIBIT 2.5.2
FORM OF SWING LOAN REQUEST
TO: PNC Bank, National Association

Agency Services
500 First Avenue
Telephone: (412) 762-6442
Telecopy: (412) 762-8672
CC: PNC Bank, National Association

The PNC Financial Services Group
Baltimore, MD 21201
Telephone: (410) 237 4573
Telecopy: (410) 237 5700
FROM: Under Armour, Inc., a Maryland corporation (the “Borrower”)
RE: Credit Agreement (as it may be amended, restated, modified or supplemented, the “Credit Agreement”), dated as January 28, 2009,
by and among the Borrower, the Guarantors party thereto, the Lenders party thereto, PNC Bank, National Association, as
administrative agent for the Lenders (the “Administrative Agent”), SunTrust Bank, as Syndication Agent, and Compass Bank, as
Documentation Agent.
Capitalized terms not otherwise defined herein shall have the respective meanings given to them by the Credit Agreement.
Pursuant to Section 2.5.2 of the Credit Agreement, the Borrower hereby makes, irrevocably, the following Swing Loan Request:
1. Aggregate principal amount of such Swing Loan (in integral multiples of $100,000 and not less than US $
$100,000)
2. Proposed Borrowing Date , 20
(which date shall be on or after the date on which the Administrative Agent receives this Swing Loan
Request, with such Swing Loan Request to be received no later than 12:00 p.m. E.D.T. on the Proposed
Borrowing Date)
3. The undersigned hereby irrevocably requests [check one line below and fill in blank spaces next to the line as appropriate]:
a. — Funds to be deposited into a PNC Bank bank account per our current standing instructions. Complete amount of deposit if
not full loan advance amount: US $ .
b. — Funds to be wired per the following wire instructions:
US $ Amount of Wire Transfer
Bank Name:
ABA:
Account Number:
Account Name:
Reference: .
c. — Funds to be wired per the attached Funds Flow (multiple wire transfers)
4. As of the date hereof and the date of making the above-requested Swing Loan (and after giving effect thereto): the Loan Parties
have performed and complied with all covenants and conditions of the Credit Agreement and the other Loan Documents; all of the
representations and warranties contained in Section 5 of the Credit Agreement and in the other Loan Documents are true and
correct in all material respects; no Event of Default or Potential Default has occurred and is continuing or exists; the making of such
Swing Loan shall not contravene any Law applicable to the Borrower, any other Loan Party, any Subsidiary of the Borrower or of
any other Loan Party, or any Lender; and the aggregate principal amount of Swing Loans and the Revolving Credit Loans of all the
Lenders does not exceed the Revolving Credit Commitments of all of the Lenders.

-2-
[SIGNATURE PAGE TO SWING LOAN REQUEST]
The Borrower certifies to the Administrative Agent for the benefit of the Lenders as to the accuracy of the foregoing on ,
20 .
UNDER ARMOUR, INC.
By:
Name:
Title:
Borrowing Base Certificate PNCBANK
THIS BORROWING BASE CERTIFICATE, dated as of January 28, 2009 is executed and delivered by the undersigned borrower (the
“Borrower”) in favor of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), pursuant to a Credit Agreement dated as of January 28, 2009
(as amended or otherwise modified from time to time, the “Credit Agreement”). All initially capitalized terms used in this Certificate not
otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. To induce the Bank to make loans and other
financial accommodations available to the Borrower under the Credit Agreement, the Borrower hereby certifies, represents and warrants to the
Bank, as of the date hereof, that (a) the person signing below is an Authorized Officer of the Borrower; (b) the statements on Schedule 1 hereto
concerning the Collateral securing the Obligations are true and complete; (c) the eligible Collateral described on Schedule 1 hereto represents
only Qualified Accounts and Qualified Inventory; (d) the Borrower is in compliance with all of the terms and provisions of the Credit
Agreement and the other Loan Documents; (e) all of the Borrower’s representations and warranties in the Credit Agreement and the other
Loan Documents are true and correct in all material respects; (f) the Loan Parties are in compliance with each of the covenants and conditions
contained in the Credit Agreement; and (g) no Event of Default or Potential Default has occurred and is continuing or exists.
-1-
[SIGNATURE PAGE TO BORROWING BASE CERTIFICATE]
WITNESS the due execution hereof as a document under seal, as of the date first written above.
UNDER ARMOUR, INC.,

By:
(SEAL)
Print Name:
Title:
Certificate No.: Certificate Number:

LANDLORD’S WAIVER
THIS LANDLORD’S WAIVER (this “Agreement”) is made as of this day of , 20 by [INSERT LANDLORD’S NAME]
(the “Landlord”) to PNC BANK, NATIONAL ASSOCIATION (the “Agent”) in its capacity as Administrative Agent for the Lenders (as
defined in a certain Credit Agreement by and among UNDER ARMOUR, INC., a Maryland corporation, as the Borrower thereunder, the
Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Agent) (the “Credit Agreement”).
WITNESSETH:
[INSERT TENANT’S NAME] (as the “Tenant”) is or may become indebted to the Agent and the Lenders for certain credit facilities (the
“Loans”). Pursuant to the provisions of the Credit Agreement, the Loans are or may become secured by security interests and liens in all of
the tangible and intangible personal property of the Tenant (collectively, the “Collateral”). Under the provisions of a certain lease (the
“Lease”) dated [INSERT DATE OF LEASE], between the Landlord and the Tenant, the Landlord has leased approximately [INSERT SQUARE
FEET] square feet situated on the property described as [INSERT STREET ADDRESS, CITY, STATE POSTAL CODE] (the “Premises”).
Since part of the Collateral may be located on or affixed to the Premises, the Agent and the Lenders have required, as a condition to making the
Loans, the execution and delivery of this Agreement by the Landlord.
NOW, THEREFORE, to induce the Agent and the Lenders to make the Loans and other financial accommodations available to the
Borrower and the Tenant, the Landlord, intending to be legally bound hereby covenants and agrees with the Agent and the Lenders as
follows:
1. The Landlord hereby consents to the security interests and liens of the Lenders and their respective successors and assigns in the
Collateral located on, at or about the Premises. This waiver shall apply to any of the Collateral which is already located on, at or about or
affixed to the Premises or may hereafter be located on, at or about or affixed to the Premises.
2. The Landlord hereby waives and releases in favor of the Agent and the Lenders and agrees that the Agent’s and the Lenders’ liens
and security interests in the Collateral shall be prior and superior to (a) any and all rights of distraint, levy and execution, and marshalling of
assets which the Landlord may now or hereafter have against the Collateral, (b) any and all liens and security interests which the Landlord may
now or hereafter have on the Collateral, and (c) and any and all other claims of every nature whatsoever which the Landlord may now or
hereafter have on or against the Collateral for any rent or other sums due or to become due to the Landlord by the Tenant under the provisions
of the Lease or otherwise.
3. The Agent and the Lenders may remove the Collateral from the Premises whenever the Agent and the Lenders deem it necessary to do
so to protect their interest, and without liability or accountability, with the exception of actual damages caused by Agent or its subcontractors,
representatives, designees or agents during the removal of any Collateral, to the Landlord therefor, and the Landlord hereby irrevocably grants
to the Agent and the Lenders the
-1-
right of entry to the Premises to remove any of the Collateral at any reasonable time or times and upon [ ] days prior notice.
4. In the event the Tenant defaults under the Lease and is evicted by the Landlord or in the event that the Tenant abandons the
Premises, the Landlord shall send written notice to the Agent as provided in Section 5 below. Following receipt of such notice, the Agent and
the Lenders shall have the right, by sending notice to the Landlord, to keep and store any portion of the Collateral located at the Premises at or
about the date the Tenant loses possession of the Premises on the Premises for a period, determined by the Agent and the Lenders, of up to
ninety (90) days, counting from the date the Tenant loses possession of the Premises on a month to month basis, provided the Agent and the
Lenders pay rent to the Landlord for each month at the monthly rent provided for in the Lease. The Agent and the Lenders may conduct one
or more auction sales of the Collateral at the Premises at any time during which the Tenant is in possession of the Premises or during the
period the Agent or the Lenders are using the Premises for storage of the Collateral.
5. The Landlord shall use commercially reasonable efforts to notify the Agent in writing of any default by the Tenant under the
provisions of the Lease. Any such notice shall be sent to the Agent at the attention of [ ], PNC Bank, National
Association, [ ].
6. The Landlord shall notify any purchaser of the Premises and any mortgagee or any other holder of any lien, security interest or
encumbrance on the Premises of the existence of this Agreement.
7. The Landlord hereby certifies that the Landlord has full power and authority to execute this Agreement and that it has legal title to the
Premises.
8. This Agreement shall continue in effect during the term of the Credit Agreement and any extensions, renewals, refinancings or
modifications thereof and any substitutions therefor, shall be binding upon the successors, assigns and transferees of the Landlord, and shall
inure to the benefit of the Agent and the Lenders and their respective successors and assigns. The Landlord hereby waives notice of the
Agent’s and the Lenders’ acceptance of and reliance on this Agreement.

-2-
[SIGNATURE PAGE TO LANDLORD’S WAIVER]
IN WITNESS WHEREOF, the Landlord has caused this Agreement to be executed, sealed and delivered on the day and year first written
above.
LANDLORD:
WITNESS/ATTEST: [INSERT LANDLORD NAME]
By: (Seal)
Name:
Title:
Address:
ACKNOWLEDGEMENT TO LANDLORD’S WAIVER

TO BE MADE BY LANDLORD
STATE OF: COUNTY OF: TO WIT:
I HEREBY CERTIFY that on this day of , 20 , before me, a Notary Public for the state and county aforesaid, personally
appeared , known to me or satisfactorily proven to be the person whose name is subscribed to the foregoing instrument,
who acknowledged that he/she is the of , that he/she has been duly authorized to execute, and
has executed, the foregoing instrument on behalf of the said entity for the purposes therein set forth, and that the same is its act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal, the day and year first above written.
[SEAL]
Notary Public
My commission expires on
CONSENT TO LANDLORD’S WAIVER
The undersigned Tenant hereby consents to the terms and conditions of this Landlord’s Waiver as set forth above.
ATTEST: [INSERT NAME OF TENANT]
By:
Name:
Title:
EXHIBIT 7.3.4
FORM OF COMPLIANCE CERTIFICATE
THIS COMPLIANCE CERTIFICATE (this “Certificate”) is delivered pursuant to Section 7.3.4 of that certain Credit Agreement dated as
of , 20 (the “Credit Agreement”) by and among Under Armour, Inc., a Maryland corporation (the “Borrower”), the Guarantors
from time to time party thereto (the “Guarantors”), the Lenders from time to time party thereto (the “Lenders”), PNC Bank, National
Association, as administrative agent for the Lenders (the “Administrative Agent”), SunTrust Bank, as Syndication Agent, and Compass Bank,
as Documentation Agent. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein with the same meanings.
The undersigned, , the [Chief Executive Officer/Chief Operating Officer/Chief Financial

Officer], is authorized to execute and deliver this Compliance Certificate on behalf of the Borrower and makes the following certifications in
his/her capacity as such officer and not individually (the “Authorized Officer”). The Authorized Officer (i) is familiar with the provisions of the
Loan Documents and the transactions contemplated thereby, (ii) has reviewed the Loan Documents, (iii) had certain discussions with the
Borrower’s management and employees as he/she deemed sufficient to provide the certifications contain herein, (iv) has done such other
investigation as necessary to support the statements made below, and (v) does hereby certify as of the quarter/year ended , 20
(the “Report Date”), as follows:
(1) Financial Covenants.
(A) Minimum Fixed Charge Coverage Ratio. As of the Report Date, the Fixed Charge Coverage Ratio is to , which is not
less than 1.25 to 1.0.
(B) Maximum Leverage Ratio. As of the Report Date, the Leverage Ratio is to , which does not exceed 2.5 to 1.0.
(2) Indebtedness (Section 7.2.1).
(A) As of the Report Date, the aggregate amount of Indebtedness secured by capitalized leases and Purchase Money Security Interests
incurred by each of the Loan Parties and each of their respective Subsidiaries is US $ other than Indebtedness permitted
by clause (ii) of the definition of Permitted Indebtedness, which amount does not exceed US $35,000,000, as required by
Section 7.2.1 of the Credit Agreement.
(B) As of the Report Date, each of the Loan Parties and each of their respective Subsidiaries has entered into the following Interest
Rate Hedges and each of the following has been approved by the Administrative Agent:
(3) Representations, Warranties and Covenants. The representations and warranties contained in Section 5 of the Credit Agreement and in
the other Loan Documents are true and correct on and as of the date of this certificate with the same effect as though such
representations and warranties had been made on the date hereof, and each of the Borrower and the other Loan Parties has performed
and complied with all covenants and conditions of the Credit Agreement and the other Loan Documents.
(4) Event of Default or Potential Default. No Event of Default or Potential Default has occurred and is continuing or exists as of the date
hereof.

-2-
[SIGNATURE PAGE TO COMPLIANCE CERTIFICATE]
IN WITNESS WHEREOF, the undersigned has executed this Certificate this 28th day of January, 2009.
UNDER ARMOUR, INC.,

By:
Printed:
Title:
Exhibit 10.13
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.

-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.
MANUFACTURERS AND TRADERS TRUST

COMPANY
By: /s/ Glenn A. Page

Name: Glenn A. Page
Title: Vice President
[ACKNOWLEDGEMENT PAGE TO LENDER JOINDER AND ASSUMPTION AGREEMENT]
ACKNOWLEDGED:

as Administrative Agent
By: /s/ John Hehir

Name: John Hehir
Title: Senior Vice President, Corporate
Banking
UNDER ARMOUR, INC., as Borrower
By: /s/ Brad Dickerson (SEAL)

Name: Brad Dickerson
Title: Chief Financial Officer
SCHEDULE 1.1 (B)
COMMITMENTS OF LENDERS
Revised Schedule 1.1(B) to Credit Agreement attached.

SCHEDULE 1.1(B)
Part 1 - Commitments of Lenders and Addresses for Notices to Lenders
Am ou n t of
C om m itm e n t
for Re volvin g
C re dit Ratable
Le n de r Loan s S h are
Name: PNC Bank, National Association $ 50,000,000 25%
Baltimore, MD 21201
Telephone: (410) 237 4573
Telecopy: (410) 237 5700
Name: SunTrust Bank $ 40,000,000 20%
Address: 120 East Baltimore St., 25th Fl.
Baltimore, MD 21202
Attention: Gregory A. Farno
Telephone: (410) 986-1673
Telecopy: (410)986-1920
E-Mail: gregory.farno@suntrust.com
Name: Compass Bank $ 40,000,000 20%
Address: 1340 Smith Avenue, Suite 200
Baltimore, MD 21209
Attention: Mike Williams
Telephone: (410) 779-1215
Telecopy: (410) 779-1310
E-Mail: mike.williams@compassbank.com
Name: Bank of America, N.A. $ 25,000,000 12.5%

Address: 100 S. Charles Street
Baltimore, MD 21201
Attention: Mary Giermek
Telephone: (410) 547-4262
Telecopy: (410) 539-1454
E-Mail: mary.giermek@bankofamerica.com
Name: Branch Banking & Trust Company $ 25,000,000 12.5%
Address: 8200 Greensboro Dr., Suite 800
McLean, VA 22102
Attention: James E. Davis
Telephone: (703) 442-5561
Telecopy: (703) 442-5544
E-Mail: JEDavis@bbandt.com
Name: Manufacturers and Traders Trust Company $ 20,000,000 10%
Address: 6395 Dobbin Road, Suite 106
Columbia, MD 21045
Attention: Glenn A. Page
Telephone: (410) 964-6823
Telecopy: (410) 964-6819
E-Mail: gpage@mtb.com
Total $200,000,000 100%
SCHEDULE 1.1(B)
Part 2 - Addresses for Notices to Borrower, Guarantors and Administrative Agent:

ADMINISTRATIVE AGENT
Agency Services
Address: 500 First Avenue
Telephone: (412) 762-6442
Telecopy: (412) 762-8672
and
Baltimore, MD 21201
Telephone: (410) 237 4573
Telecopy: (410) 237 5700
BORROWER:
Name: Under Armour, Inc.
Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
GUARANTORS:
Name: Under Armour Manufacturing, LLC
Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail, Inc.

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Holdings, Inc.

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Texas, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Ohio, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Maryland, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Florida, LLC

Baltimore, MD 21230 Attention: Chief Financial Officer
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Virginia, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of California, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Wisconsin, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Massachusetts, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of New York, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of New Jersey, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Georgia, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Pennsylvania, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of DC, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Delaware, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Connecticut, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Illinois, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of South Carolina, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Michigan, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Maine, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
Name: Under Armour Retail of Tennessee, LLC

Baltimore, MD 21230
Telephone: (410) 454-6653
Telecopy: (410) 234-1911
SCHEDULE 1
TO
OUTSTANDING TRANCHES
None.
Exhibit 10.15
CHANGE IN CONTROL SEVERANCE AGREEMENT
This CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made as of the 2nd day of January, 2008, between
Under Armour, Inc., a corporation organized under the laws of the State of Maryland (together with its affiliates, the “Company”), and Peter
Mahrer (the “Executive”).
WITNESSETH THAT:
WHEREAS, should Under Armour, Inc. or shareholders of Under Armour, Inc. receive any proposal from a third person regarding a
possible Change in Control, the Board of Directors of Under Armour, Inc. (the “Board”) believes it is important that the Company should be
able to rely upon the Executive to continue in his position until after such Change in Control and that Under Armour, Inc. be able to receive
and rely upon the Executive’s advice, if requested, as to the best interest of Under Armour, Inc. and its shareholders in connection with any
such Change in Control, without concern that the Executive might be distracted or his advice affected by the personal uncertainties and risks
created by such a Change in Control.
NOW THEREFORE, in order to provide an incentive to the Executive for the continued dedication of Executive and the availability
of his advice and counsel notwithstanding the possibility of a Change in Control, and to encourage Executive to remain in the employ of the
Company, and for other good and valuable consideration, the Company and Executive hereby agree as follows:
1. Definitions.
(i) “Accrued Obligations” shall mean the sum of the following: (a) the full base salary earned by the Executive through the
Termination Date and unpaid as of the Termination Date, calculated at the highest rate of base salary in effect at any time during the twelve
(12) months immediately preceding the Termination Date; (b) the amount of any base
PRIVATE AND CONFIDENTIAL
1
salary attributable to vacation earned by the Executive but not taken before the Termination Date; (c) any Bonus accrued to the Executive with
respect to the calendar year preceding the termination of employment and unpaid as of the Termination Date; (d) a pro-rata Bonus for the year
in which the Change in Control occurs, equal to the Bonus times a fraction, the numerator of which is the number of days during the calendar
year preceding the Termination Date and the denominator of which is 365; and (e) all other amounts earned by the Executive and unpaid as of
the Termination Date.
(ii) “Bonus” shall mean the greater of: (a) the annual average of the Executive’s bonus paid to the Executive with respect to the two
(2) calendar years prior to Executive’s termination of employment with the Company or (b) the Executive’s target bonus for the year of such
termination of employment.
(iii) “Cause” shall mean the occurrence of any of the following: (a) the Executive’s material misconduct or neglect in the
performance of his duties; (b) the Executive’s commission of any felony; offense punishable by imprisonment in a state or federal penitentiary;
any offense, civil or criminal, involving material dishonesty, fraud, moral turpitude or immoral conduct; or any crime of sufficient import to
potentially discredit or adversely affect the Company’s ability to conduct its business in the normal course; (c) the Executive’s use of illegal
drugs or abusive use of prescription drugs; (d) the Executive’s material breach of the Company’s written Code of Conduct, as in effect from
time to time; (e) the Executive’s commission of any act that results in severe harm to the Company excluding any act taken by the Executive in
good faith that he reasonably believed was in the best interests of the Company; or (f) the Executive’s material breach of this Agreement,
including, but not limited to, a material breach of the Employee Confidentiality, Non-Competition, Side Activities, Intellectual Property and
Non-Solicitation Agreement attached hereto as Attachment A.
(iv) “Change in Control” shall mean the occurrence of any of the following:
a. Any ‘person’ (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended)
becomes the ‘beneficial owner’ (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of Under
Armour, Inc. representing fifty percent (50%) or more of the total voting power represented by Under Armour Inc.’s
then-outstanding voting securities, provided,
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however that a Change in Control shall not be deemed to occur if an employee benefit plan (or a trust forming a part
thereof) maintained by Under Armour, Inc., and/or Kevin Plank and/or his immediate family members, directly or
indirectly, become the beneficial owner, of more than fifty percent (50%) of the then-outstanding voting securities of
Under Armour, Inc. after such acquisition;
b. A change in the composition of the Board occurring within a two-year period, as a result of which fewer than a
majority of the directors are Incumbent Directors. ‘Incumbent Directors’ shall mean directors who either (A) are
directors of Under Armour, Inc. as of the date hereof, or (B) are elected, or nominated for election, to the Board with
the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but
shall not include an individual whose election or nomination is in connection with an actual or threatened proxy
contest relating to the election of directors to Under Armour, Inc.);
c. The consummation of a merger or consolidation of Under Armour, Inc. with any other corporation, other than a merger
or consolidation which would result in (a) the voting securities of Under Armour, Inc. outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the
surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of Under
Armour, Inc. or such surviving entity outstanding immediately after such merger or consolidation in substantially the
same proportion as prior to such merger or consolidation; or (b) the directors of Under Armour, Inc. immediately prior
thereto continuing to represent at least fifty percent (50%) of the directors of Under Armour, Inc. or such surviving
entity immediately after such merger or consolidation; or
d. The consummation of the sale or disposition by Under Armour, Inc. of all or substantially all of Under Armour Inc.’s
assets.
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(v) “Contract Period” shall mean the period staring on the date hereof and ending on the second anniversary of the date
hereof. The Company, in its sole discretion, shall have the right to extend the Contract Period.
(vi) “Disability” shall mean a physical or mental incapacity of the Executive which entitles the Executive to benefits at least as
favorable as the benefits provided under the long term disability plan applicable to and maintained by the Company as in effect immediately
prior to the Change in Control.
(vii) “Good Reason” shall mean the occurrence of any of the following events: (a) a diminishment in the scope of the Executive’s
duties or responsibilities with the Company; (b) a reduction in the Executive’s current base salary, bonus opportunity or a material reduction in
the aggregate benefits or perquisites; (c) a requirement that the Executive relocate more than fifty (50) miles from his primary place of business
as of the date of a Change in Control, or a significant increase in required travel as part of the Executive’s duties and responsibilities with the
Company; (d) a failure by any successor to the Company to assume this Agreement pursuant to Section 5(a) hereof; or (e) a material breach by
the Company of any of the terms of this Agreement.
(vii) “Protection Period” shall mean the twelve (12) month period following a Change in Control.
(viii) “Termination Date” shall mean the effective date as provided hereunder of the termination of Executive’s Employment.
(ix) “Without Cause” shall mean the termination of the Executive’s employment by the Company other than for Cause or death.
2. Application of this Agreement. This Agreement shall apply if and only if: (a) the Executive’s employment terminates during the
Protection Period and (b) the Change in Control occurs during the Contract Period. This Agreement shall not apply to any termination of the
Executive’s employment other than what is described in the preceding sentence. Notwithstanding the foregoing, if three (3) months prior to
the date on which a Change in Control occurs, the Executive’s employment with the Company is terminated by the Company other than by
reason of the Executive’s death, Disability or circumstances that would constitute Cause or the
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terms and conditions of the Executive’s employment are adversely changed in a manner which would constitute grounds for a termination of
employment by the Executive for Good Reason, and it is reasonably demonstrated that such termination of employment or adverse change
(i) was at the request of a third party who has taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose in
connection with or in anticipation of the Change in Control, then for all purposes of this Agreement such termination of employment shall be
deemed to have occurred during the Protection Period and shall be considered either termination of the Executive’s employment Without
Cause by the Company or termination of the Executive’s employment by the Executive for Good Reason, as the case may be.
3. Termination of Employment of Executive. The Executive’s employment may be terminated by following the procedures specified
in this Section 3.
(i) Cause. The Executive may not be terminated for Cause unless and until a notice of intent to terminate the Executive’s
employment for Cause, specifying the particulars of the conduct of the Executive forming the basis for such termination, is given to the
Executive by the Company and, subsequently, a majority of the Board finds, after reasonable notice to the Executive (but in no event less than
fifteen (15) days prior notice) and an opportunity for the Executive and his counsel to be heard by the Board, that termination of the
Executive’s employment for Cause is justified. Termination of the Executive’s employment for Cause shall become effective after such finding
has been made by the Board and five (5) business days after the Board gives to the Executive notice thereof, specifying in detail the
particulars of the conduct of the Executive found by the Board to justify termination for Cause. It shall not constitute Good Reason to the
Executive to the extent the Executive is relieved of any duties and responsibilities during the period the Board is considering whether such
termination for Cause is justified.
(ii) Termination Without Cause. At all times, the Company shall have the right by notice to the Executive of the Company’s
intention to terminate Executive’s employment Without Cause. Termination of Executive’s employment by the Company Without Cause shall
become effective immediately upon the receipt by the Executive of such notice.
(iii) Voluntary Termination by the Executive. The Executive may terminate his employment with the Company by giving a notice of
voluntary termination to the Company, and if such termination is for Good Reason, such notice shall set forth in reasonable detail the acts and
circumstances claimed by the Executive to constitute Good Reason. Termination of the
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Executive’s employment by the Executive without Good Reason shall be effective five (5) business days after the Executive gives notice
thereof to the Company. The Company shall have twenty (20) days after receipt of such notice from the Executive of claimed Good Reason to
cure any Good Reason. If the Company is unable to cure the Good Reason during such cure period, termination of the Executive’s employment
by the Executive for Good Reason shall be effective five (5) business days after the expiration of such cure period.
(iv) Death. Termination of the Executive’s employment for death shall be effective on the date of the Executive’s death.
Pursuant to the disability law of The Netherlands and the Executive’s employment agreement with the Under Armour Europe, B.V., upon the
Executive’s Disability, the Company shall continue to employ the Executive for two years at his then current salary.
4. Benefits Upon Termination of Employment.

(i) Termination Without Cause or by the Executive for Good Reason. Upon the termination of the employment of Executive Without
Cause by the Company or by the Executive for Good Reason, the Company shall pay or provide to the Executive:
(a) a lump sum payment equal to the sum of the following:
1. the Accrued Obligations; and
2. an amount equal to the sum of the annual base salary inclusive holiday allowance of the Executive at the highest
rate in effect during the Protection Period and the Bonus.
The payment described in this Section 4(i)(a) shall be made by the Company not later than the earlier of the date required by applicable
law or five (5) days following the Termination Date. Executive shall not be required to mitigate the amount of the payment provided for in this
Section 4(i)(a) by seeking other employment or otherwise. The amount of the payment provided for in this Section 4(i)(a) shall not be reduced
by any compensation or other amounts paid to or
6
earned by Executive as the result of employment with another employer after the date on which his employment with the Company terminates
or otherwise.
(b) the continuance of the Executive’s life, medical, dental, prescription drug and long and short-term disability plans,
programs or arrangements, whether group or individual, of the Company in which the Executive was entitled to participate at
any time during the twelve (12) month period prior to the Termination Date until the earliest to occur of (1) one (1) year after
the Termination Date; (2) the Executive’s death (provided that compensation and benefits payable to his beneficiaries shall
not terminate upon his death); or (3) with respect to any particular plan, program or arrangement, the date the Executive is
afforded a comparable benefit at a comparable cost to the Executive by a subsequent employer. In the event that the
Executive’s participation in any such plan, program or arrangement of the Company is prohibited, the Company shall
arrange to provide the Executive with compensation and benefits substantially similar to those which the Executive is
entitled to receive under such plan, program or arrangement for such period.
(ii) Death. Upon a termination of the Executive’s employment on account of the Executive’s death, the Company shall pay to his
estate or beneficiary, the Accrued Obligations within five (5) days of the Termination Date and the Company shall provide to his estate or
beneficiary such benefits that the Company provides in the event of an employee’s death.
(iii) Cause, Voluntary Termination by the Executive. Upon the termination of the Executive’s employment by the Company for
Cause or by the Executive without Good Reason, the Company shall pay to the Executive the Accrued Obligations within five (5) days of the
Termination Date.
7
(iv) Effect of Stock Options and Other Equity Awards. The terms and conditions of the Executive’s award agreements or
employment agreement (as applicable to such Executive) shall govern the effect of termination of the Executive’s employment on equity
awards granted by the Company and held by the Executive as of the Termination Date.
(v) Conditions to Receiving Benefits. The benefits described in Sections 4(i)(a)(2) and 4(i)(b) shall be subject to the Executive’s
execution of the Employee Confidentiality, Non-Competition, Side Activities, Intellectual Property and Non-Solicitation Agreement attached
hereto as Attachment A and the benefits described in Sections 4(i)(a)(2) and 4(i)(b) will not be paid to the Executive unless and until the
Executive executes the release attached hereto as Attachment B, and such release becomes effective and irrevocable.
(vi) No Further Payments due to Executive. Except as provided in this Section 4, the Company shall have no obligation to make any
other payment, in the nature of severance or termination pay unless required by applicable law(s).
(vii) Exception to Benefit Entitlements. The Executive shall not receive the payments and benefits under this Agreement if the
Executive has executed an individually negotiated employment contract, agreement or offer letter with the Company relating to severance
benefits that is in effect on the Termination Date, unless the Executive waives any such severance benefits under such contract, agreement or
letter.
(viii) Retirement Payments. No amounts paid pursuant to this Agreement will constitute compensation for any purpose under any
retirement plan or other employee benefit plan, program, arrangement or agreement of the Company or any of its affiliates, unless such plan,
program, arrangement or agreement specifically so provides.
5. Successors; Binding Agreement.

(a) This Agreement shall be binding upon any successor (whether direct or indirect, by purchase, merger, consolidation, liquidation
or otherwise) to all or substantially all of the business and/or assets of Under Armour, Inc. Additionally, Under Armour, Inc. shall require any
such successor expressly to agree to assume and to assume of the obligations of the Company
8
under this Agreement upon or prior to such succession taking place. A copy of such assumption and agreement shall be delivered to the
Executive promptly after its execution by the successor.
(b) This Agreement is personal to the Executive and the Executive may not assign or transfer any part of his rights or duties
hereunder, or any payments due to the Executive hereunder, to any other person, except that this Agreement shall inure to the benefit of and
be enforceable by Executive’s personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees or
beneficiaries. No payment pursuant to any will or the laws of descent and distribution shall be made hereunder unless the Company shall have
been furnished with a copy of such will and/or such other evidence as the Board may deem necessary to establish the validity of the payment.
6. Modification; Waiver. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in a writing signed by Executive and by an officer of the Company thereunto expressly authorized by the
Board. Waiver by any party of any breach of or failure to comply with any provision of this Agreement by the other party shall not be
construed as, or constitute, a continuing waiver of such provision, or a waiver of any other breach of, or failure to comply with, any other
provision of this Agreement.
7. Disputes. Any disagreement, dispute, controversy or claim arising out of or relating to this Agreement and the interpretation or
validity thereof shall be exclusively adjudicated by the competent court in The Netherlands.
8. Notice. All notices, requests, demands and other communications required or permitted to be given by either party to the other
party to this Agreement (including, without limitation, any notice of termination of employment and any notice of an intention to arbitrate)
shall be in writing and shall be deemed to have been duly given when delivered personally or received by certified or registered mail, return
receipt requested, postage prepaid, at the address of the other party, as follows:
9
If to the Company, to: If to the Executive, to:

Under Armour, Inc.
Attn: Vice President,
Human Resources
1020 Hull Street
With a copy to: With a copy to:

Under Armour, Inc.
Attn: Legal Department
1020 Hull Street
Either party hereto may change its address for purposes of this Section 8 by giving fifteen (15) days’ prior notice to the other party
hereto.
9. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall to any
extent be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances
other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by law.
10. Headings. The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or
affect the meaning of this Agreement.
11. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original.
12. Governing Law. This Agreement shall in all respects be governed by, and construed and enforced in accordance with, the laws
of The Netherlands without reference to its principles of conflicts of law.
13. Certain Withholdings. The Company shall withhold from any amounts payable to Executive hereunder all applicable taxes and
withholdings that the Company determines are required to be withheld pursuant to the applicable law or regulation.
10
14. Entire Agreement. This Agreement supersedes any and all other oral or written agreements heretofore made relating to amounts
payable pursuant to a change in control and constitutes the entire agreement relating to such change in control. Any existing employment
agreement is hereby superseded only with regard to amounts payable pursuant to a change in control.
This Agreement together with the Employee Confidentiality, Non-Competition, Side Activities, Intellectual Property and Non-Solicitation
Agreement (Attachment A) and the Release Agreement (Attachment B) form an integral part of the Employment Agreement between the
Executive and Under Armour Europe B.V.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
UNDER ARMOUR, INC.
/s/ Melissa A. Wallace /s/ Peter Mahrer

By: Melissa A. Wallace By: Peter Mahrer
Title: Vice President of Human Resources Title: President and Managing Director of Under Armour
Europe, B.V.
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ATTACHMENT A
EMPLOYEE CONFIDENTIALITY, NON-COMPETITION, SIDE ACTIVITIES,

INTELLECTUAL PROPERTY AND
NON-SOLICITATION AGREEMENT
This Confidentiality, Non-Competition, and Non-Solicitation Agreement (“Agreement”) is entered into this day of , ,
by and between Under Armour, Inc. (together with its affiliates, the “Company”) and (the “Employee”).
EXPLANATORY NOTE
The Employee recognizes that the Employee has had and will continue to have access to confidential proprietary information during the
course of his or her employment and that the Employee’s subsequent employment by a competitor would inevitably result in the disclosure of
that information and, thereby, create unfair competition and would likely to cause substantial loss and harm to the Company. The Employee
further acknowledges that employment with the Company is based on the Employee’s agreement to abide by the covenants contained herein.
NOW THEREFORE, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties
agree as follows:
1. Confidentiality. Employee acknowledges Employee’s fiduciary duty and duty of loyalty to the Company. Further, Employee
acknowledges that the Company, in reliance of this Agreement, will provide Employee access to trade secrets, customers, proprietary data and
other confidential information. Employee agrees to retain said information as confidential and not to use said information for self or disclose
same to any third party, except when required to do so to properly perform duties to the Company. Further, as a condition of employment,
during the time Employee is employed by the Company and continuing after any termination of the Employee’s employment with the
Company, Employee agrees to protect and hold in a fiduciary capacity for the benefit of the Company all Confidential Information, as defined
below, unless the Employee is required to disclose Confidential Information pursuant to the terms of a valid and effective order issued by a
court of competent jurisdiction or a governmental authority. The Employee shall use Confidential Information solely for the purpose of
carrying out those duties assigned Employee as an employee of the Company and not for any other purpose. The disclosure of Confidential
Information to the Employee shall not be construed as granting to the Employee any
12
license under any copyright, trade secret, or any right of ownership or right to use the Confidential Information whatsoever. In the event that
Employee is compelled, pursuant to a subpoena or order of a court or other body having jurisdiction over such matter, to produce any
Confidential Information or other information relevant to the Company, Employee agrees to promptly provide the Company with written notice
of such subpoena or order so that the Company may timely move to quash if appropriate.
(a) For the purposes of this Agreement, “Confidential Information” shall mean all information related to the Company’s business
that is not generally known to the public. Confidential Information shall include, but shall not be limited to: any financial (whether historical,
projections or forecasts), pricing, cost, business, planning, operations, services, potential services, products, potential products, technical
information, intellectual property, trade secrets and/or know-how, formulas, production, purchasing, marketing, sales, personnel, customer,
supplier, or other information of the Company; any papers, data, records, processes, methods, techniques, systems, models, samples, devices,
equipment, compilations, invoices, customer lists, or documents of the Company; any confidential information or trade secrets of any third
party provided to the Company in confidence or subject to other use or disclosure restrictions or limitations; this Agreement and its terms;
and any other information, written, oral or electronic, whether existing now or at some time in the future, whether pertaining to current or future
developments or prospects, and whether accessed prior to the Employee’s tenure with the Company or to be accessed during Employee’s
future employment or association with the Company, which pertains to the Company’s affairs or interests or with whom or how the Company
does business. The Company acknowledges and agrees that Confidential Information shall not include information which is or becomes
publicly available other than as a result of a disclosure by the Employee.
(b) The Employee shall promptly notify the Company if he has reason to believe that the unauthorized use, possession, or
disclosure of any Confidential Information has occurred or may occur.
(c) All physical items containing Confidential Information, including, but not limited to, the business plan, know-how, collection
methods and procedures, advertising techniques, marketing plans and methods, sales techniques, documentation, contracts, reports, letters,
notes, any computer media, customer lists and all other information and materials of the Company’s business and operations, shall remain the
exclusive and confidential property of the
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Company and shall be returned, along with any copies or notes that the Employee made thereof or therefrom, to the Company when the
Employee ceases employment with the Company. The Employee further agrees to return copies of any Confidential Information contained on
Employee’s home computer, portable computer or other similar device. Employee also agrees to allow the Company, upon reasonable belief
and with appropriate notice, access to any home computer, portable computer or other similar device maintained by Employee, including but
not limited to, for the purpose of determining whether said Confidential Information has been misappropriated. The Employee further agrees to
promptly return all other property belonging to the Company upon the termination of Employee’s employment.
2. Side activities. The Employee shall not perform any paid or unpaid activities without prior permission (in writing) of the Company. Nor
shall the Employee accept any money or remuneration from third parties in connection with his work for the Company and/or its affiliated
companies.
3. Intellectual property. The Employee shall disclose promptly and fully to the Company in writing, and hereby assigns, and binds his
heirs, executors, and administrators to assign, to the Company any and all inventions, discoveries, ideas, concepts, improvements,
copyrightable works, and other developments conceived, made, discovered or developed by him, solely or jointly with others, during the
employment with the Company, whether during or outside of usual working hours, that relate in any manner to the past, present or anticipated
business of the Company. All work products created by the Employee representing the Company, solely or jointly with others, shall be owned
entirely by the Company. Any and all such developments shall be the sole and exclusive property of the Company, whether patentable,
copyrightable, or neither, and the Employee shall assist and fully cooperate in every way, at the Company’s expense, in securing, maintaining,
and enforcing, for the benefit of the Company or its designee, patents, copyrights or other types of proprietary or intellectual property
protection for such developments in any and all countries.
4. Non-Competition. Except as otherwise provided in this Agreement, without the prior written consent of the Company, the Employee
hereby covenants and agrees that at no time during the Employee’s employment with the Company and for a period of one (1) year
immediately following termination of Employee’s employment with the Company, whether voluntary or involuntary, shall the Employee:
14
(a) directly or indirectly work for or engage in any capacity in any activities or provide strategic advice to Competitor
Businesses. Competitor Businesses shall be defined as (i) any business that is involved in the manufacture, sale, development of fabrications
or manufacturing methods, or marketing of: athletic apparel or footwear (e.g., Reebok, Nike, Adidas); sporting goods; tactical (military and/or
law enforcement) apparel; hunting and fishing apparel; mountain sports apparel; accessories of such industries; or any business substantially
similar to the present business of the Company or such other business activity in which the Company may substantially engage; and (ii) retail
enterprises which sell products that compete with the Company’s products;
(b) act in any way, directly or indirectly, with the purpose or effect of soliciting, diverting or taking away any business, customer,
client or any supplier of the Company; or
(c) otherwise compete with Company in the sale or licensing, directly or indirectly, as principal, agent or otherwise, of any products
competitive with the products, or services competitive with the services, developed or marketed by Company.
Written request for consent to be released from the Non-Competition provisions of this Agreement may be submitted by the Employee
to the Company following the termination of Employee’s employment and must include all available information described in Section 4
below. The Company will respond to the request for such consent within two (2) weeks of the request, except as provided in Section 4. In the
Company’s sole discretion, it may release Employee from the Non-Competition provisions of this Agreement, or reduce the non-competition
period from a period of one (1) year immediately following Employee’s termination (“Non-Competition Period”) to a shorter duration. In the
event the Company does not release the Employee from the Non-Competition provision, for the duration of the Non-Competition period, the
Company will pay Employee an amount equal to sixty percent (60%) of Employee’s base salary as of the date of the termination of Employee’s
employment, in accordance with the Company’s customary pay practices in effect at the time each payment is made. This amount shall be
reduced by (a) the amount of any severance Employee receives from the Company; and (b) the amount of any salary received during the Non-
Competition period from employment in any capacity with an entity that is not a Competitor Business.
15
5. Non-Solicitation and Non-Interference. The Employee hereby covenants and agrees that at no time during the Employee’s employment
with Company and for a period of one (1) year immediately following termination of Employee’s employment with the Company, whether
voluntary or involuntary, shall the Employee:
(a) solicit (other than on behalf of the Company) business or contracts for any products or services of the type provided,
developed or under development by the Company during the Employee’s employment by the Company, from or with any person or entity
which was a customer of the Company for such products or services, or any prospective customer which the Company had solicited as of, or
within one year prior to, the Employee’s termination of employment with the Company; or directly or indirectly contract with any such
customer or prospective customer for any product or service of the type provided, developed or which was under development by the
Company during the Employee’s employment with the Company; or
(b) knowingly interfere or attempt to interfere with any transaction, agreement or business relationship in which the Company was
involved during the Employee’s employment with the Company, nor will the Employee act in any way with the purpose or effect of hiring
anyone who has been an employee of the Company, its divisions or subsidiaries; or soliciting, recruiting or encouraging, directly or indirectly,
any of the Company’s employees to leave the employ of the Company, its divisions or its subsidiaries.
6. Notification of New Employment. Employee acknowledges and agrees that for a period of one (1) year following the date of termination
of Employee’s employment with the Company, Employee will inform the Company, prior to the acceptance of any job or any work as an
independent contractor, of the identify of any new employer or other entity to which Employee is providing consulting or other services, along
with Employee’s starting date, title, job description, salary, and any other information which the Company may reasonably request to confirm
Employee’s compliance with the terms of this Agreement. If Employee does not provide all information reasonably requested by the Company
as provided in this Section, the Company’s time to respond to a request for release from the Non-Competition provision under Section 2 will be
extended to six (6) weeks, or until such time as the information is provided for the Company to make an informed decision.
7. Reasonableness of Restrictions. Employee acknowledges and agrees that the restrictions imposed by this Agreement are fair and
reasonably required for the protection of the
16
Company, and will not preclude Employee from becoming gainfully employed following the termination, for any reason, of employment with
the Company. The Employee acknowledges that employee will provide unique services to the Company and that this covenant has unique,
substantial, and immeasurable value to the Company. In the event that the provisions of this Agreement should ever be deemed to exceed the
limitations permitted by applicable laws, Employee and the Company agree that such provisions shall be reformed to the maximum limitations
permitted by the applicable laws. The Employee further acknowledges that the decision whether to consent to release Employee from the
provisions of this Agreement is within the sole discretion of the Company.
8. Injunctive Relief. Employee acknowledges and agrees that in the event of a violation or threatened violation of any provision of this
Agreement, the Company will sustain irreparable harm and will have the full right to seek injunctive relief, in addition to any other legal
remedies available, without the requirement of posting bond.
9. Survivability. This Agreement shall remain binding in the event of the termination, for any reason, of employment with the Company.
10. Governing Law. The formation, construction and interpretation of this Agreement shall at all times and in all respects be governed by
the laws of The Netherlands.
11. Severable Provisions. The provisions of this Agreement are severable, and if any court determines that any provision of this
Agreement is invalid or unenforceable, in whole or in part, any invalidity or unenforceability shall affect only that provision, and shall not
make any other provision of this Agreement invalid or unenforceable; and this Agreement shall be narrowed by the court to the extent
required to be valid and enforceable.
12. Breach of contract. In the event of a breach of the provisions of this Agreement the Employee shall forfeit to the benefit of the
Company, in variance from the provision of Section 7:650, subsections 3, 4 and 5 of the Dutch Civil Code, without any prior notice or judicial
intervention being required, an immediately payable penalty of EUR 10,000 for any such breach, to be increased by EUR 1,000 for each day that
any such breach shall continue, and without prejudice to the right of the Company to demand compensation of the entire loss in lieu of the
penalty. Payment of the penalty referred to in this Section shall not discharge the Employee from his obligations under this Agreement.
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13. Entire Agreement. This Agreement, together with a separate Stock Option Grant Agreement and Buy-Sell Agreement entered into
between the parties, constitutes the entire agreement between the parties with respect to the subject matter contained herein, and may not be
modified except in a written document signed by each of the parties hereto. No waiver of any breach of any provision of this Agreement shall
constitute a waiver of any other breach of that or any other provision hereof.
IN WITNESS WHEREOF, the parties have executed the Agreement as of the date first above written.
By: By:
Title: Title:
18
ATTACHMENT B
RELEASE AGREEMENT
I understand and agree completely to the terms set forth in the Under Armour, Inc Change in Control Severance Agreement (the
“Agreement”).
I understand that this Release, together with the Agreement, constitutes the complete, final and exclusive embodiment of the entire
agreement between the Under Armour Europe B.V. (the “Company”) and me with regard to the subject matter hereof. I am not relying on any
promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the
Agreement.
I hereby confirm my obligations under the Company’s Employee Confidentiality, Non-Competition, Side Activities, Intellectual Property
and Non-Solicitation Agreement.
Except as otherwise set forth in this Release, I hereby generally and completely release the Company and its parents, subsidiaries,
successors, predecessors and affiliates, and its and their partners, members, directors, officers, employees, stockholders, shareholders, agents,
attorneys, predecessors, insurers, affiliates and assigns, from any and all claims, liabilities and obligations, both known and unknown, that
arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date I sign this
Release. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to my employment with the
Company or the termination of that employment; (b) all claims related to my compensation or benefits, including bonuses, commissions,
expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company (other than
compensation and benefits accrued before any termination of employment or any rights you may have under stock option grants); (c) all
claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims,
including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local
statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil
Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of
19
1990 (as amended), the federal Age Discrimination in Employment Act (as amended), and the federal Employee Retirement Income Security Act
of 1974 (as amended).
I understand that I may consider whether to agree to the terms contained herein for a period of twenty-one days after the date
hereof. Accordingly, I will sign and return the acknowledgment copy of this Release to acknowledge my understanding of and agreement with
the foregoing. Prior to my signing this Release, I was advised to consult with an attorney.
This Release will become effective, enforceable and irrevocable seven days after the date on which I sign it. During the seven-day period
prior to this date, I may revoke this Release to accept the terms hereof by indicating in writing to the Company my intention to revoke. I
understand that if I exercise my right to revoke hereunder, I will forfeit my right to receive any of the special benefits offered to me under the
Agreement, and to the extent such payments have already been made, I agree that I will immediately reimburse the Company for the amounts
of such payment.
By:
Date:
20
Exhibit 21.01
S u bsidiarie s Incorporation
Under Armour Retail, Inc. Maryland
Exhibit 23.01
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-130567 and 333-129932) of Under
Armour, Inc. of our report dated February 19, 2009 relating to the consolidated financial statements, financial statement schedule, and the
effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Baltimore, Maryland
February 19, 2009
Exhibit 31.01
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Kevin A. Plank, certify that:

1. I have reviewed this annual report on Form 10-K of Under Armour, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: February 20, 2009
/S/ KEVIN A. PLANK

Kevin A. Plank
Chairman of the Board of Directors and Chief Executive Officer
Exhibit 31.02
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Brad Dickerson, certify that:

1. I have reviewed this annual report on Form 10-K of Under Armour, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: February 20, 2009
/S/ BRAD DICKERSON

Brad Dickerson
Chief Financial Officer
Exhibit 32.01
Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Under
Armour, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:
(i) the annual report on Form 10-K of the Company for the period ended December 31, 2008 (the “Report”) fully complies with the
requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Dated: February 20, 2009 /S/ KEVIN A. PLANK

Kevin A. Plank
Chairman of the Board of Directors and Chief Executive Officer
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Under
Armour, Inc. and will be retained by Under Armour, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.02
Certification of Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Under
Armour, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:
(i) the annual report on Form 10-K of the Company for the period ended December 31, 2008 (the “Report”) fully complies with the
requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Dated: February 20, 2009 /S/ BRAD DICKERSON

Brad Dickerson
Chief Financial Officer
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Under
Armour, Inc. and will be retained by Under Armour, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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UNDER ARMOUR, INC.

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

UNDER ARMOUR, INC.

Marketing and Promotion

Media and Promotion

Retail Development and Product Presentation

Direct to Consumer Sales

Product Design and Development

Sourcing, Manufacturing and Quality Assurance

Distribution and Inventory Management

ITEM 1A. RISK FACTORS

Our profitability may decline as a result of increasing pressure on margins.

Risks Related to Our Management

Risks Related to Proprietary Rights

ITEM 1B. UNRESOLVED STAFF COMMENTS

Approxim ate Le ase

ITEM 3. LEGAL PROCEEDINGS

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Executive Officers of the Registrant

Nam e Age Position

Stock Compensation Plans

Recent Sales of Unregistered Equity Securities

Stock Performance Graph

11/18/2005 12/31/2005 12/31/2006 12/31/2007 12/31/2008

ITEM 6. SELECTED FINANCIAL DATA

Financial Position, Capital Resources and Liquidity

New Revolving Credit Facility

Prior Revolving Credit Facility

Long Term Debt

Contractual Commitments and Contingencies

Paym e n ts Due by Pe riod

Off-Balance Sheet Arrangements

Critical Accounting Policies and Estimates

Sales Returns, Allowances, Markdowns and Discounts

Reserve for Uncollectible Accounts Receivable

Inventory Valuation and Reserves

Recently Adopted Accounting Standards

Recently Issued Accounting Standards

Quantitative and Qualitative Disclosure about Market Risk

ITEM 7A. QUANTITATIVEAND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Management on Internal Control Over Financial Reporting

/s/ KEVIN A. PLANK Chief Executive Officer and

/s/ BRAD DICKERSON Chief Financial Officer

Dated: February 20, 2009

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Under Armour, Inc.:

/s/ PricewaterhouseCoopers LLP

Under Armour, Inc. and Subsidiaries

See accompanying notes.

Under Armour, Inc. and Subsidiaries

See accompanying notes.

Under Armour, Inc. and Subsidiaries

See accompanying notes.

Under Armour, Inc. and Subsidiaries

Non-cash financing and investing activities

See accompanying notes.

Under Armour, Inc. and Subsidiaries

1. Description of the Business

2. Summary of Significant Accounting Policies

Cash and Cash Equivalents

Concentration of Credit Risk