Exhibit 10.02



 Exhibit 10.02 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”) is dated as of June 29, 2009 and is made by and among UNDER ARMOUR, INC., a Maryland corporation (the “Borrower”), the GUARANTORS (as defined below), the LENDERS (as defined below), and PNC BANK, NATIONAL
ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (in such capacity, the “Administrative Agent”), SUNTRUST BANK, as Syndication Agent (in such capacity, the “Syndication Agent”), and
COMPASS BANK, as Documentation Agent (in such capacity, the “Documentation Agent”). 
 RECITALS 
 A. Pursuant to that certain Credit Agreement dated as of January 28, 2009 (the “Credit Agreement”) among the Borrower, the Guarantors (as
defined therein), the Lenders (as defined therein), the Administrative Agent, the Syndication Agent, and the Documentation Agent, as amended by the First Amendment to Credit Agreement dated as of May 13, 2009 (as amended, the “Credit
Agreement”), the Lenders extended (or committed to extend) credit to the Borrower as set forth therein. 
 B. The Loan Parties (as
defined in the Credit Agreement) have requested that the Lenders make certain amendments to the Credit Agreement, and the Lenders are willing to do so, but only on the terms and conditions set forth in this Amendment. 
 NOW, THEREFORE, the parties hereto agree: 
 1. Unless otherwise defined to the contrary herein, all capitalized terms used in this Amendment shall have the meaning set forth in the Credit Agreement. 
 2. Section 7.2.8 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “7.2.8 Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as
a Guarantor on the Closing Date; (ii) any Subsidiary formed after the Closing Date which, within thirty (30) days of formation, joins this Agreement as a Guarantor by delivering to the Administrative Agent (A) a signed Guarantor
Joinder; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; and (C) documents necessary to grant and perfect Prior Security Interests, subject to Permitted Liens, if any, to the Administrative
Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary, and (iii) subsidiaries not formed under the state or federal laws of the United States, 65% of whose Subsidiary Equity Interests are
pledged to the Administrative Agent for the benefit of the Lenders within thirty (30) days of its formation pursuant to the Pledge Agreement; provided, however, that the Loan Parties shall not be required to pledge to the
Administrative Agent for the benefit of the Lenders 65% of the Subsidiary Equity Interests of Under Armour International Holdings, C.V., a limited partnership formed under the laws of the Netherlands (“Under Armour CV”), or UA Sourcing
CBT, a trust established under the laws of the People’s Republic of China (“UA 








 
CBT”) if the Administrative Agent determines, in its sole discretion, that the Loan Parties and Foreign Subsidiaries of the Loan Parties have met and
continue to meet the following conditions, and the Loan Parties covenant to, and shall cause each of their Foreign Subsidiaries to, adhere to such conditions: (A) the trustee of UA CBT is not permitted to undertake any business other than as
acting as trustee of UA CBT; (B) 100% of the Subsidiary Equity Interests of Under Armour CV, UA CBT and the trustee of UA CBT shall be held by one or more of the Loan Parties and Foreign Subsidiaries of the Loan Parties; and (C) the Loan
Parties and Foreign Subsidiaries of the Loan Parties who at any time hold the Subsidiary Equity Interests of Under Armour CV, UA CBT and the trustee of UA CBT shall not pledge such Subsidiary Equity Interests to any Person; provided,
further, that the following actions with respect to Under Armour CV and/or UA CBT, as applicable, shall require the written consent of the Required Lenders: (D) amending any provision of the organizational documents of Under Armour CV,
UA CBT or the trustee of UA CBT; (E) requiring or making contributions of any assets or requiring or making any loans to Under Armour CV in excess of (1) the initial $180,000 provided at the time of formation of forming Under Armour CV and
(2) $50,000 in the remainder of 2009 and beginning in 2010, $100,000 per fiscal year for administrative costs of Under Armour CV (except for the liability of Under Armour Manufacturing, LLC as the general partner of Under Armour CV for all of
the debts of Under Armour CV); (F) with respect to Under Armour CV, holding assets in the name of any Person other than Under Armour Manufacturing, LLC as the general partner of Under Armour CV (except for equity interests in any Subsidiary for
which applicable law requires the interests to be titled in the name of Under Armour CV) ; (G) naming or replacing any director or officer of the trustee of UA CBT with anyone other than an employee of the Borrower or any wholly-owned
Subsidiary of the Borrower (the Administrative Agent may require that such officers or directors of the trustee who are not employees of the Borrower or any wholly-owned Subsidiary of the Borrower be replaced); (H) appointing additional
trustees or a replacement trustee of UA CBT; and (I) with respect to UA CBT, acquiring any interest in any other Person, other than wholly-owned Subsidiaries, through a joint venture or any other structure.” 
 3. The Loan Parties and the Lenders hereby ratify and confirm their respective obligations under the Credit Agreement, as amended by this Amendment, and
agree that the Credit Agreement hereby remains in full force and effect after giving effect to the effectiveness of this Amendment and that, upon such effectiveness, all references in the Loan Documents to the “Credit Agreement” shall be
references to the Credit Agreement as amended by this Amendment. 
 4. Except as specifically set forth above, this Amendment shall not be
deemed to amend or alter in any respect the terms and conditions of the Credit Agreement. 
 5. This Amendment may be executed in
counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. 
 6. This
Amendment shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles. 
  

 2 








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

									
	 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
					
		 	/s/ John Stanton	 		 	By:	 	/s/ Brad Dickerson
					
		 		 		 	Printed:	 	Brad Dickerson
					
		 		 		 	Title:	 	CFO
				
		 		 		 	 UNDER ARMOUR RETAIL, INC.,
 a Maryland
corporation

					
		 	/s/ John Stanton	 		 	By:	 	/s/ Brad Dickerson
					
		 		 		 	Printed:	 	Brad Dickerson
					
		 		 		 	Title:	 	Treasurer
				
		 		 		 	 UNDER ARMOUR HOLDINGS, INC.,
 a
Maryland corporation

					
		 	/s/ John Stanton	 		 	By:	 	/s/ Brad Dickerson
					
		 		 		 	Printed:	 	Brad Dickerson
					
		 		 		 	Title:	 	Vice President








 [SIGNATURE PAGE TO SECOND 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

				
		 		 		 	each a limited liability company
				
		 		 		 	By: Under Armour Retail, Inc., its sole member
					
		 	/s/ John Stanton	 		 	By:	 	/s/ Brad Dickerson
					
		 		 		 	Printed:	 	Brad Dickerson
					
		 		 		 	Title:	 	Treasurer








 [SIGNATURE PAGE TO SECOND 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 SECOND AMENDMENT TO CREDIT AGREEMENT] 
  

			
	 SUNTRUST BANK,
 individually and as
Syndication Agent

		
	By:	 	/s/ Gregory A. Farno
	
	 Printed: Gregory A. Farno
 Title: Senior Vice
President










 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 
  

			
	 COMPASS BANK,
 individually and
as Documentation Agent

		
	By:	 	/s/ W. Brad Davis
	
	 Printed: W. Brad Davis
 Title: Vice President











 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 
  

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










 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 
  

			
	BANK OF AMERICA, N.A.
		
	By:	 	/s/ Mary Giermek
	
	 Printed: Mary Giermek
 Title: Senior Vice
President










 [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 
  

			
	MANUFACTURERS AND TRADERS TRUST COMPANY
		
	By:	 	/s/ Glenn A. Page
	
	 Printed: Glenn A. Page
 Title: Vice President