Exhibit 10.13 -- Lender Joinder and Assumption Agreement



 Exhibit 10.13 
 LENDER JOINDER AND ASSUMPTION AGREEMENT 
 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. 
 The remainder of this page is left blank intentionally.

 Signatures follow on next page. 
  

 - 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:	 	
		
	 PNC BANK, NATIONAL ASSOCIATION,
 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) 
 COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES 
 Part 1 - Commitments of Lenders and Addresses
for Notices to Lenders 
  

									
	 Lender
	 	  	  	Amount of
Commitment
for Revolving
Credit
Loans	  	Ratable
Share	 
	Name: PNC Bank, National Association	  	$	50,000,000	  	25	%
	Address: The PNC Financial Services Group	  			  		
	2 Hopkins Plaza, 21st Floor	  			  		
	Baltimore, MD 21201	  			  		
	Attention: John E. Hehir	  			  		
	Telephone:	 	(410) 237 4573	  			  		
	Telecopy:	 	(410) 237 5700	  			  		
	E-Mail:	 	John.Hehir@PNC.com	  			  		
			
	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) 
 COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES 
 Part 2 - Addresses for Notices to Borrower, Guarantors and
Administrative Agent: 
 ADMINISTRATIVE AGENT 
 Name:
PNC Bank, National Association 
 Agency Services 
 Mail Stop:
P7-PFSC-04-I 
 Address: 500 First Avenue 
 Pittsburgh, PA 15219


			
	Telephone:	 	(412) 762-6442
	Telecopy:	 	(412) 762-8672

 and 
 Name: PNC Bank,
National Association 
 Address: The PNC Financial Services Group 
 2 Hopkins Plaza, 21st Floor 
 Baltimore, MD 21201 
 Attention: John E. Hehir 

			
	Telephone:	 	(410) 237 4573
	Telecopy:	 	(410) 237 5700
	E-Mail:	 	John.Hehir@PNC.com

 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 
 Address: 1020 Hull Street 
 Baltimore, MD 21230 
 Attention: Chief Financial Officer 

			
	Telephone:	 	(410) 454-6653
	Telecopy:	 	(410) 234-1911
	E-Mail:	 	bdickerson@underarmour.com

 Name: Under Armour Retail, 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

 Name: Under Armour Holdings, 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

 Name: Under Armour Retail of Texas, LLC 
 Address: 1020 Hull Street 
 Baltimore, MD 21230 
 Attention: Chief Financial Officer 

			
	Telephone:	 	(410) 454-6653
	Telecopy:	 	(410) 234-1911
	E-Mail:	 	bdickerson@underarmour.com

 Name: Under Armour Retail of Ohio, LLC 
 Address: 1020 Hull Street 
 Baltimore, MD 21230 
 Attention: Chief Financial Officer 

			
	Telephone:	 	(410) 454-6653
	Telecopy:	 	(410) 234-1911
	E-Mail:	 	bdickerson@underarmour.com








 Name: Under Armour Retail of Maryland, LLC 
 Address: 1020 Hull Street 
 Baltimore, MD 21230 
 Attention: Chief Financial Officer 

			
	Telephone:	 	(410) 454-6653
	Telecopy:	 	(410) 234-1911
	E-Mail:	 	bdickerson@underarmour.com

 Name: Under Armour Retail of Florida, LLC 
 Address: 1020 Hull Street 
 Baltimore, MD 21230 Attention: Chief Financial Officer 

			
	Telephone:	 	(410) 454-6653
	Telecopy:	 	(410) 234-1911
	E-Mail:	 	bdickerson@underarmour.com

 Name: Under Armour Retail of Virginia, LLC 
 Address: 1020 Hull Street 
 Baltimore, MD 21230 
 Attention: Chief Financial Officer 

			
	Telephone:	 	(410) 454-6653
	Telecopy:	 	(410) 234-1911
	E-Mail:	 	bdickerson@underarmour.com

 Name: Under Armour Retail of California, LLC 
 Address: 1020 Hull Street 
 Baltimore, MD 21230 
 Attention: Chief Financial Officer 

			
	Telephone:	 	(410) 454-6653
	Telecopy:	 	(410) 234-1911
	E-Mail:	 	bdickerson@underarmour.com

 Name: Under Armour Retail of Wisconsin, LLC 
 Address: 1020 Hull Street 
 Baltimore, MD 21230 
 Attention: Chief Financial Officer 

			
	Telephone:	 	(410) 454-6653
	Telecopy:	 	(410) 234-1911
	E-Mail:	 	bdickerson@underarmour.com









			
	Name: Under Armour Retail of Massachusetts, LLC
	 Address: 1020 Hull Street
 Baltimore, MD
21230

	Attention: Chief Financial Officer
	Telephone:	 	(410) 454-6653
	Telecopy:	 	(410) 234-1911
	 E-Mail:
	 	bdickerson@underarmour.com

 Name: Under Armour Retail of New York, LLC 
 Address: 1020 Hull Street 
 Baltimore, MD 21230 
 Attention: Chief Financial Officer 

			
	 Telephone:
	 	(410) 454-6653
	 Telecopy:
	 	(410) 234-1911
	 E-Mail:
	 	bdickerson@underarmour.com

 Name: Under Armour Retail of New Jersey, LLC 
 Address: 1020 Hull Street 
 Baltimore, MD 21230 
 Attention: Chief Financial Officer 

			
	 Telephone:
	 	(410) 454-6653
	 Telecopy:
	 	(410) 234-1911
	 E-Mail:
	 	bdickerson@underarmour.com

 Name: Under Armour Retail of Georgia, LLC 
 Address: 1020 Hull Street 
 Baltimore, MD 21230 
 Attention: Chief Financial Officer 

			
	 Telephone:
	 	(410) 454-6653
	 Telecopy:
	 	(410) 234-1911
	 E-Mail:
	 	bdickerson@underarmour.com

 Name: Under Armour Retail of Pennsylvania, LLC 
 Address: 1020 Hull Street 
 Baltimore, MD 21230 
 Attention: Chief Financial Officer 

			
	Telephone:	 	(410) 454-6653
	Telecopy:	 	(410) 234-1911
	E-Mail:	 	bdickerson@underarmour.com








 Name: Under Armour Retail of DC, LLC 
 Address: 1020 Hull Street 
 Baltimore, MD 21230 
 Attention: Chief Financial Officer 

			
	Telephone:	 	(410) 454-6653
	Telecopy:	 	(410) 234-1911
	E-Mail:	 	bdickerson@underarmour.com

 Name: Under Armour Retail of Delaware, LLC 
 Address: 1020 Hull Street 
 Baltimore, MD 21230 
 Attention: Chief Financial Officer 

			
	Telephone:	 	(410) 454-6653
	Telecopy:	 	(410) 234-1911
	E-Mail:	 	bdickerson@underarmour.com

 Name: Under Armour Retail of Connecticut, LLC 
 Address: 1020 Hull Street 
 Baltimore, MD 21230 
 Attention: Chief Financial Officer 

			
	Telephone:	 	(410) 454-6653
	Telecopy:	 	(410) 234-1911
	E-Mail:	 	bdickerson@underarmour.com

 Name: Under Armour Retail of Illinois, LLC 
 Address: 1020 Hull Street 
 Baltimore, MD 21230 
 Attention: Chief Financial Officer 

			
	Telephone:	 	(410) 454-6653
	Telecopy:	 	(410) 234-1911
	E-Mail:	 	bdickerson@underarmour.com

 Name: Under Armour Retail of South Carolina, LLC 
 Address: 1020 Hull Street 
 Baltimore, MD 21230 
 Attention: Chief Financial Officer 

			
	Telephone:	 	(410) 454-6653
	Telecopy:	 	(410) 234-1911
	E-Mail:	 	bdickerson@underarmour.com








 Name: Under Armour Retail of Michigan, LLC 
 Address: 1020 Hull Street 
 Baltimore, MD 21230 
 Attention: Chief Financial Officer 

			
	Telephone:	 	(410) 454-6653
	Telecopy:	 	(410) 234-1911
	E-Mail:	 	bdickerson@underarmour.com

 Name: Under Armour Retail of Maine, LLC 
 Address: 1020 Hull Street 
 Baltimore, MD 21230 
 Attention: Chief Financial Officer 

			
	Telephone:	 	(410) 454-6653
	Telecopy:	 	(410) 234-1911
	E-Mail:	 	bdickerson@underarmour.com

 Name: Under Armour Retail of Tennessee, LLC 
 Address: 1020 Hull Street 
 Baltimore, MD 21230 
 Attention: Chief Financial Officer 

			
	Telephone:	 	(410) 454-6653
	Telecopy:	 	(410) 234-1911
	E-Mail:	 	bdickerson@underarmour.com








 SCHEDULE 1 
 TO 
 LENDER JOINDER AND ASSUMPTION AGREEMENT 
 OUTSTANDING TRANCHES 
 None.