Exhibit 10.12



 Exhibit 10.12 
 FOURTH AMENDMENT TO CREDIT AGREEMENT 
 THIS FOURTH
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of November 30, 2010 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, the Second Amendment to Credit Agreement dated as of June 29, 2009, and the Third Amendment to Credit Agreement dated as of July 19, 2010 (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.        The definition of “Permitted Investments” set forth in
Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows: 

“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 one hundred (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 $20,000,000
in the aggregate to entities involved in the development, manufacturing, distribution or marketing of any technology or product related to the business of the Borrower and its Subsidiaries; 

 (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 

 (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.” 

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. 







 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 P. Stanton                    
	 		 	
By: /s/ Brad Dickerson                       
             

				
		 		 	
Printed: Brad Dickerson                        
          
	  	
			
		 		 	 Title: Chief Financial
Officer                          

			
		 		 	 UNDER ARMOUR MANUFACTURING, LLC,

a Maryland limited liability company

			
		 		 	 By: Under Armour, Inc., a Maryland corporation, its sole
member

			
	
/s/ John P. Stanton                    
	 		 	 By: /s/ Brad
Dickerson                                    


			
		 		 	 Printed: Brad
Dickerson                                  

			
		 		 	 Title: Chief Financial
Officer                          

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


			
		 		 	 Printed: Brad
Dickerson                                  

			
		 		 	 Title:
Treasurer                                       
         

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

			
		 		 	 Printed: Brad
Dickerson                                 

			
		 		 	 Title: Vice
President                                      










 [SIGNATURE PAGE TO FOURTH 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


  

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








 [SIGNATURE PAGE TO FOURTH 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 FOURTH AMENDMENT TO CREDIT AGREEMENT] 

 

			
		 	 SUNTRUST BANK,

		 	 individually and as Syndication Agent

		
		 	
By: /s/ Gregory A. Farno              
                  

		
		 	 Printed: Gregory A. Farno

		
		 	 Title: Senior Vice President









 Exhibit 10.12 
 [SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT] 
  

			
		  	 COMPASS BANK,

		  	 individually and as Documentation Agent

		  	 By: /s/ April
Chan                                         
       

		
		  	 Printed: April Chan

		
		  	 Title: Vice President









 [SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT] 

 

			
		  	 BRANCH BANKING & TRUST COMPANY

		
		  	 By: /s/ Glenn A.
Page                                         
   

		
		  	 Printed: Glenn A. Page

		
		  	 Title: Senior Vice President









 [SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT] 

 

			
		 	 BANK OF AMERICA, N.A.

		
		 	 By: /s/ Mary
Giermek                                        


		
		 	 Printed: Mary Giermek

		
		 	 Title: Senior Vice President









 [SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT] 

 

			
		 	 MANUFACTURERS AND TRADERS TRUST

		 	 COMPANY

		
		 	 By: /s/ Robert
Topper                                        
    

		
		 	 Printed: Robert Topper

		
		 	 Title: Vice President


 .