Exhibit 10.01



 Exhibit 10.01 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”) is dated as of September 16, 2011 and is made by and among UNDER ARMOUR, INC., a Maryland corporation (the “Borrower”), the GUARANTORS (as defined below), the LENDERS (as defined below), and PNC
BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (in such capacity, the “Administrative Agent”), SUNTRUST BANK, as Syndication Agent (in such capacity, the “Syndication
Agent”), and BANK OF AMERICA, N.A., as Documentation Agent (in such capacity, the “Documentation Agent”). 

RECITALS 

A. Pursuant to that certain Credit Agreement, dated as of March 29, 2011, among the Borrower, the Guarantors (as defined therein),
the Lenders (as defined therein), the Administrative Agent, the Syndication Agent, and the Documentation Agent (the “Credit Agreement”), the Lenders extended (or committed to extend) credit to the Borrower as set forth therein. 

B. The Loan Parties (as defined in the Credit Agreement) have requested that the Lenders make certain amendments to the Credit Agreement,
and the Lenders are willing to do so, but only on the terms and conditions set forth in this Amendment. 
 NOW, THEREFORE, the
parties hereto agree: 
 1. Unless otherwise defined to the contrary herein, all capitalized terms used in this Amendment shall
have the meaning set forth in the Credit Agreement. 
 2. The definition of “Tide Point Property” set forth in
Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “Tide Point
Property shall mean all real, personal and intangible assets acquired in connection with that certain Purchase and Sale Agreement dated, November 19, 2010, by and among Under Armour, Inc., Hull Point, LLC, 1100 Haubert Street LLC and Hull
Point Funding LLC, as subsequently assigned by Under Armour, Inc. to UA Locust Point Holdings, LLC (the “Original Tide Point Acquisition”), and any additional real property acquired by a Tide Point Entity, any part of which is located
within one-quarter mile of the real property portion of the Original Tide Point Acquisition (the “Additional Tide Point Acquisition”).” 
 3. The definition of “Tide Point Entities” set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows: 

“Tide Point Entities shall mean UA Locust Point Holdings, LLC (or any other entity formed to own, operate, manage, develop,
redevelop or lease all or a substantial part of (y) the real, personal and intangible assets acquired in connection with the Original Tide Point Acquisition, and/or 







 
(z) the real property acquired in connection with the Additional Tide Point Acquisition) and UA Locust Point, LLC (or any other entity formed to act as a borrower in connection with any financing
relating to the Tide Point Transaction).” 
 4. Section 7.1.12 of the Credit Agreement is hereby amended and restated
in its entirety as follows: 
 “7.1.12 Subsidiaries. The Loan Parties may create any Subsidiary, provided the
following conditions are satisfied: (i) each Domestic Subsidiary formed after the Closing Date (except for the Tide Point Entities) shall join this Agreement as a Guarantor by delivering to the Administrative Agent (A) a signed Guarantor
Joinder, (B) a signed Pledgor Joinder, (C) documents in the forms described in Section 6.1 [First Loans] modified as appropriate, and (D) 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 Domestic Subsidiary; and (ii) each Loan Party shall pledge to the Administrative Agent for the benefit of the
Lenders sixty-five percent (65%) of the equity interests of each Foreign Subsidiary directly held by such Loan Party within thirty (30) days of the formation of such Foreign Subsidiary. For the avoidance of doubt, any Subsidiary that is
not a Loan Party may create Subsidiaries and freely transfer to other Subsidiaries the equity interests it owns in its Subsidiaries without restriction.” 
 5. The Loan Parties and the Lenders hereby ratify and confirm their respective obligations under the Credit Agreement, as amended by this Amendment, and agree that the Credit Agreement hereby remains in
full force and effect after giving effect to the effectiveness of this Amendment and that, upon such effectiveness, all references in the Loan Documents to the “Credit Agreement” shall be references to the Credit Agreement as amended by
this Amendment. 
 6. Except as specifically set forth above, this Amendment shall not be deemed to amend or alter in any respect
the terms and conditions of the Credit Agreement. 
 7. This Amendment may be executed in counterparts, each of which shall
constitute an original, but all of which when taken together shall constitute a single contract. 
 8. This Amendment shall be
construed in accordance with and governed by the laws of the State of Maryland without regard to its conflict of laws principles. 
 The remainder of this page is left blank intentionally. 
 Signatures begin
on next page. 







 IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have
executed this First Amendment to Credit Agreement as of the day and year first above written. 
  

									
	ATTEST:	 		 	 UNDER ARMOUR, INC.,
 a Maryland corporation

				
	/s/ Carrie Cimino	 		 	By:	 	/s/ David Bergman
		 		 		 	Printed: David Bergman
		 		 		 	Title: Controller
			
		 		 	 UA COMBINE TRAINING CENTER, LLC,
 a Maryland limited liability company

			
		 		 	By: Under Armour, Inc., a Maryland corporation, its sole member
				
	/s/ Carrie Cimino	 		 	By:	 	/s/ David Bergman
		 		 		 	Printed: David Bergman
		 		 		 	Title: Controller
			
		 		 	 UNDER ARMOUR MANUFACTURING, LLC,
 a Maryland limited liability company

			
		 		 	By: Under Armour Holdings, Inc., a Maryland corporation, its sole member
				
	/s/ Carrie Cimino	 		 	By:	 	/s/ David Bergman
		 		 		 	Printed: David Bergman
		 		 		 	Title: Treasurer
			
		 		 	 UNDER ARMOUR RETAIL, INC.,
 a Maryland corporation

				
	/s/ Carrie Cimino	 		 	By:	 	/s/ David Bergman
		 		 		 	Printed: David Bergman
		 		 		 	Title: Assistant Treasurer
			
		 		 	 UNDER ARMOUR HOLDINGS, INC.,
 a Maryland corporation

				
	/s/ Carrie Cimino	 		 	By:	 	/s/ David Bergman
		 		 		 	Printed: David Bergman
		 		 		 	Title: Treasurer









 [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT] 

 


									
	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,
 UNDER ARMOUR RETAIL OF COLORADO, LLC
 UNDER ARMOUR RETAIL OF NEW HAMPSHIRE, LLC
 UNDER ARMOUR RETAIL OF ARIZONA,
LLC
 UNDER ARMOUR RETAIL OF INDIANA, LLC
 UNDER ARMOUR RETAIL OF MINNESOTA, LLC
 UNDER ARMOUR RETAIL OF MISSISSIPPI,
LLC
 UNDER ARMOUR RETAIL OF MISSOURI, LLC
 UNDER ARMOUR RETAIL OF NEVADA, LLC
 UNDER ARMOUR RETAIL OF NORTH CAROLINA,
LLC
 UNDER ARMOUR RETAIL OF OKLAHOMA, LLC
 UNDER ARMOUR RETAIL OF OREGON, LLC
 UNDER ARMOUR RETAIL OF WASHINGTON, LLC

UNDER ARMOUR RETAIL OF NEW MEXICO, LLC

UNDER ARMOUR RETAIL OF IOWA, LLC
 UNDER
ARMOUR RETAIL OF KANSAS, LLC
 UNDER ARMOUR RETAIL OF KENTUCKY, LLC
 UNDER ARMOUR RETAIL OF VERMONT, LLC
 UNDER ARMOUR RETAIL OF UTAH,
LLC

		
		 	 each a limited liability company

			
		 		 	By: Under Armour Retail, Inc., its sole member
				
	 /s/ Carrie Cimino
	 		 	By:	 	/s/ David Bergman
		 		 		 	Printed: David Bergman
		 		 		 	Title: Assistant Treasurer


  









 [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT] 

 

  

			
	 PNC BANK, NATIONAL ASSOCIATION,
 individually and as Administrative Agent

		
	By:	 	/s/ John E. Hehir
	Printed: John E. Hehir
	Title: Senior Vice President, Corporate Banking



  









 [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT] 

 

 
			
	 SUNTRUST BANK,
 individually and as Syndication Agent

		
	By:	 	/s/ Garrett O’Malley
	Printed: Garrett O’Malley
	Title: Director



  









 [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT] 

 

  

			
	 BANK OF AMERICA, N.A.,
 individually and as Documentation Agent

		
	By:	 	/s/ Mary Giermek
	Printed: Mary Giermek
	Title: Senior Vice President



  









 [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT] 

 

  

			
	WELLS FARGO BANK N.A.
		
	By:	 	/s/ Patrick M. Moore
	Printed: Patrick M. Moore
	Title: Vice President



  









 [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT] 

 

 
			
	HSBC BANK USA, NATIONAL ASSOCIATION
		
	By:	 	/s/ James S. Parker
	Printed: James S. Parker
	Title: Vice President & Senior Relationship Manager



  









 [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT] 

 

 
			
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	/s/ Michelle Cipriani
	Printed: Michelle Cipriani
	Title: Vice President



  









 [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT] 

 

 
			
	BRANCH BANKING AND TRUST COMPANY
		
	By:	 	/s/ Glenn A. Page
	Printed: Glenn A. Page
	Title: Senior Vice President



  









 [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT] 

 

 
			
	MANUFACTURERS AND TRADERS TRUST COMPANY
		
	By:	 	/s/ Robert Topper
	Printed: Robert Topper
	Title: Vice President