Exhibits/Schedules The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.
Schedules/Exhibits Any capitalized terms used in any Schedule or Exhibit to this Agreement but are not otherwise defined therein have the meanings set forth in this Agreement.
Letter Agreements The Company shall not take any action or omit to take any action which would cause a breach of any of the Letter Agreements executed and will not allow any amendments to, or waivers of, such Letter Agreements without the prior written consent of the Representative.
Recitals, Schedules and Exhibits The Recitals, Schedules and Exhibits to this Agreement are incorporated herein and, by this reference, made a part hereof as if fully set forth herein.
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 7.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 7.1.11 - POST-CLOSING LANDLORD’S WAIVERS 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 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:
Schedules and Exhibits All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.
Exhibits and Addenda The exhibits and addenda listed below (unless lined out) are incorporated by reference in this Lease:
Wage Schedules The Parties shall, upon completing a wage adjustment calculation, forthwith prepare, publish, post and distribute a wage schedule resulting therefrom. The final determination of the wage schedules shall be issued no later than the 7th day of March or September, for the May and November adjustments, respectively.
Exhibits and Attachments The following exhibits and attachments are included hereto and incorporated by reference herein: Exhibit A—Services Exhibit B—Payments and rates Attachment I—§504 Compliance
Amendment of Schedules Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.