Exhibit 10.1


 


EXECUTION COPY


 


$300,000,000


 


CREDIT AND GUARANTEE AGREEMENT

dated as of July 1, 2005,


 


among


 


REEBOK INTERNATIONAL LTD.,


 


REEBOK INTERNATIONAL LIMITED,


 


REEBOK CANADA INC.,


 


SPORT MASKA INC.,


 


THE LENDERS NAMED HEREIN,


 


CREDIT SUISSE,

as General Administrative Agent,


 


CREDIT SUISSE, TORONTO BRANCH,

as Canadian Administrative Agent,


 


BNP PARIBAS,

as Syndication Agent


 


and


 


ABN AMRO BANK N.V.,

BANK OF AMERICA, N.A.

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents


 


 


CREDIT SUISSE


 


and


 


BNP PARIBAS,

as Joint Bookrunners and Co-Lead Arrangers


 


[CS&M Ref No. 5865-342]


 





















 


TABLE OF CONTENTS


 


	
  SECTION 1.

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  1.1.

  	
  Defined Terms

  	
   

  
	
  1.2.

  	
  Other Definitional Provisions

  	
   

  
	
  1.3.

  	
  Exchange Rates

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  AMOUNT AND TERMS OF COMMITMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  2.1.

  	
  Commitments

  	
   

  
	
  2.2.

  	
  Procedure for Borrowing

  	
   

  
	
  2.3.

  	
  Use of Proceeds of Loans

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  AMOUNT AND TERMS OF LETTER OF CREDIT
  SUBFACILITY

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1.

  	
  L/C Commitment

  	
   

  
	
  3.2.

  	
  Procedure for Issuance of Letters of Credit

  	
   

  
	
  3.3.

  	
  Fees, Commissions and Other Charges

  	
   

  
	
  3.4.

  	
  L/C Participations

  	
   

  
	
  3.5.

  	
  Reimbursement Obligation of the Borrower

  	
   

  
	
  3.6.

  	
  Obligations Absolute

  	
   

  
	
  3.7.

  	
  Letter of Credit Payments

  	
   

  
	
  3.8.

  	
  Application

  	
   

  
	
  3.9.

  	
  Reporting by Issuing Banks

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  TERMS OF SWINGLINE SUBFACILITY

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1.

  	
  Swingline Commitment

  	
   

  
	
  4.2.

  	
  Swingline Loans

  	
   

  
	
  4.3.

  	
  Prepayment

  	
   

  
	
  4.4.

  	
  Interest

  	
   

  
	
  4.5.

  	
  Participations

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  COMPETITIVE BID LOANS

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1.

  	
  Competitive Bid Procedure

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  PROVISIONS RELATING TO THE EXTENSIONS OF
  CREDIT; FEES AND PAYMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1.

  	
  Repayment of Loans; Evidence of Debt

  	
   

  
	
  6.2.

  	
  Facility Fee

  	
   

  
	
  6.3.

  	
  Optional Prepayments

  	
   

  
	
  6.4.

  	
  Optional Termination or Reduction of
  Commitments

  	
   

  



 





















 


	
  6.5.

  	
  Conversion and Continuation Options

  	
   

  
	
  6.6.

  	
  Minimum Amounts and Maximum Number of
  Borrowings

  	
   

  
	
  6.7.

  	
  Interest Rates and Payment Dates

  	
   

  
	
  6.8.

  	
  Computation of Interest and Fees

  	
   

  
	
  6.9.

  	
  Inability to Determine Interest Rate

  	
   

  
	
  6.10.

  	
  Pro Rata Treatment and Payments

  	
   

  
	
  6.11.

  	
  Illegality

  	
   

  
	
  6.12.

  	
  Requirements of Law

  	
   

  
	
  6.13.

  	
  Taxes

  	
   

  
	
  6.14.

  	
  Indemnity

  	
   

  
	
  6.15.

  	
  Change of Lending Office

  	
   

  
	
  6.16.

  	
  Additional Action in Certain Events

  	
   

  
	
  6.17.

  	
  Extension of Commitments

  	
   

  
	
  6.18.

  	
  Incremental Commitments

  	
   

  
	
  6.19.

  	
  Bankers’ Acceptances

  	
   

  
	
  6.20.

  	
  Peso Commitments

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  7.1.

  	
  Financial Condition

  	
   

  
	
  7.2.

  	
  No Change

  	
   

  
	
  7.3.

  	
  Disclosure

  	
   

  
	
  7.4.

  	
  Corporate Existence; Compliance with Law

  	
   

  
	
  7.5.

  	
  Corporate Power; Authorization; Enforceable
  Obligations

  	
   

  
	
  7.6.

  	
  No Legal Bar

  	
   

  
	
  7.7.

  	
  No Material Litigation

  	
   

  
	
  7.8.

  	
  No Default

  	
   

  
	
  7.9.

  	
  Ownership of Property; Liens

  	
   

  
	
  7.10.

  	
  Intellectual Property

  	
   

  
	
  7.11.

  	
  Taxes

  	
   

  
	
  7.12.

  	
  Federal Regulations

  	
   

  
	
  7.13.

  	
  ERISA

  	
   

  
	
  7.14.

  	
  Investment Company Act; Other Regulations

  	
   

  
	
  7.15.

  	
  Subsidiaries

  	
   

  
	
  7.16.

  	
  Environmental Matters

  	
   

  
	
  7.17.

  	
  OFAC

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  CONDITIONS PRECEDENT

  	
   

  
	
   

  	
   

  	
   

  
	
  8.1.

  	
  Conditions to Initial Extension of Credit

  	
   

  
	
  8.2.

  	
  Conditions to Each Extension of Credit

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
  AFFIRMATIVE COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  9.1.

  	
  Financial Statements

  	
   

  
	
  9.2.

  	
  Certificates; Other Information

  	
   

  
	
  9.3.

  	
  Payment of Obligations

  	
   

  



 


2





















 


	
  9.4.

  	
  Conduct of Business and Maintenance of
  Existence

  	
   

  
	
  9.5.

  	
  Maintenance of Property; Insurance;
  Trademark License

  	
   

  
	
  9.6.

  	
  Inspection of Property; Books and Records;
  Discussions

  	
   

  
	
  9.7.

  	
  Notices

  	
   

  
	
  9.8.

  	
  Environmental Laws

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
  NEGATIVE COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  10.1.

  	
  Financial Condition Covenants

  	
   

  
	
  10.2.

  	
  Limitation on Liens

  	
   

  
	
  10.3.

  	
  Limitation on Fundamental Changes

  	
   

  
	
  10.4.

  	
  Limitation on Sale of Assets

  	
   

  
	
  10.5.

  	
  Limitation on Transactions with Affiliates

  	
   

  
	
  10.6.

  	
  Limitation on Changes in Fiscal Year

  	
   

  
	
  10.7.

  	
  Limitation on Lines of Business

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.

  	
  GUARANTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  11.1.

  	
  Guarantee

  	
   

  
	
  11.2.

  	
  Right of Setoff

  	
   

  
	
  11.3.

  	
  No Subrogation

  	
   

  
	
  11.4.

  	
  Amendments, etc

  	
   

  
	
  11.5.

  	
  Guarantee Absolute and Unconditional

  	
   

  
	
  11.6.

  	
  Reinstatement

  	
   

  
	
  11.7.

  	
  Payments

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 12.

  	
  EVENTS OF DEFAULT

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 13.

  	
  THE AGENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  13.1.

  	
  Appointment

  	
   

  
	
  13.2.

  	
  Delegation of Duties

  	
   

  
	
  13.3.

  	
  Exculpatory Provisions

  	
   

  
	
  13.4.

  	
  Reliance by Administrative Agents

  	
   

  
	
  13.5.

  	
  Notice of Default

  	
   

  
	
  13.6.

  	
  Non-Reliance on Administrative Agents and Other Lenders

  	
   

  
	
  13.7.

  	
  Indemnification

  	
   

  
	
  13.8.

  	
  Agents in their Individual Capacities

  	
   

  
	
  13.9.

  	
  Successor Administrative Agents;
  Resignation of Co-Documentation Agents

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 14.

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  14.1.

  	
  Amendments and Waivers

  	
   

  
	
  14.2.

  	
  Notices

  	
   

  
	
  14.3.

  	
  No Waiver; Cumulative Remedies

  	
   

  



 


3





















 


	
  14.4.

  	
  Survival of Representations and Warranties

  	
   

  
	
  14.5.

  	
  Payment of Expenses and Taxes

  	
   

  
	
  14.6.

  	
  Successors and Assigns; Participations and
  Assignments

  	
   

  
	
  14.7.

  	
  Adjustments; Setoff

  	
   

  
	
  14.8.

  	
  Judgment Currency

  	
   

  
	
  14.9.

  	
  Counterparts

  	
   

  
	
  14.10.

  	
  Confidentiality

  	
   

  
	
  14.11.

  	
  Severability

  	
   

  
	
  14.12.

  	
  Integration

  	
   

  
	
  14.13.

  	
  GOVERNING LAW

  	
   

  
	
  14.14.

  	
  Submission To Jurisdiction; Waivers

  	
   

  
	
  14.15.

  	
  Acknowledgments

  	
   

  
	
  14.16.

  	
  WAIVERS OF JURY TRIAL

  	
   

  
	
  14.17.

  	
  CAM Exchange

  	
   

  
	
  14.18.

  	
  Letters of Credit

  	
   

  



 


	
  SCHEDULES

  
	
   

  	
   

  	
   

  
	
  Schedule I

  	
  LENDERS; ADDRESSES FOR NOTICES

  	
   

  
	
  Schedule II

  	
  COMMITMENTS

  	
   

  
	
  Schedule III

  	
  SUBSIDIARIES

  	
   

  
	
  Schedule IV

  	
  LIENS

  	
   

  
	
  Schedule V

  	
  CERTAIN AFFILIATE TRANSACTIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  FORM OF NOTE

  	
   

  
	
  Exhibit B

  	
  FORM OF ASSIGNMENT AND ACCEPTANCE

  	
   

  
	
  Exhibit C-1

  	
  FORM OF NOTICE OF BORROWING (DRAWINGS)

  	
   

  
	
  Exhibit C-2

  	
  FORM OF NOTICE OF BORROWING (CONTINUATIONS)

  	
   

  
	
  Exhibit C-3

  	
  FORM OF NOTICE OF BORROWING (CONVERSIONS)

  	
   

  
	
  Exhibit D

  	
  ADDITIONAL COST RATE

  	
   

  
	
  Exhibit E-1

  	
  OPINION OF ROPES & GRAY LLP

  	
   

  
	
  Exhibit E-2

  	
  OPINION OF MACFARLANES

  	
   

  
	
  Exhibit E-3

  	
  OPINION OF GENERAL COUNSEL OF REEBOK
  INTERNATIONAL LTD.

  	
   

  
	
  Exhibit E-4

  	
  OPINION OF MCCARTHY TETRAULT LLP

  	
   

  
	
  Exhibit E-5

  	
  OPINION OF STEWART MCKELVEY STIRLING SCALES

  	
   

  
	
  Exhibit F-1

  	
  FORM OF COMPETITIVE BID REQUEST

  	
   

  
	
  Exhibit F-2

  	
  FORM OF NOTICE OF COMPETITIVE BID REQUEST

  	
   

  
	
  Exhibit F-3

  	
  FORM OF COMPETITIVE BID

  	
   

  
	
  Exhibit F-4

  	
  FORM OF COMPETITIVE BID ACCEPT/REJECT
  LETTER

  	
   

  



 


4





















 


CREDIT AND
GUARANTEE AGREEMENT dated as of July 1, 2005, among:


 


(a)                                  REEBOK
INTERNATIONAL LTD., a Massachusetts corporation (the “Company”);


 


(b)                                 REEBOK
INTERNATIONAL LIMITED, a United Kingdom corporation (“Reebok UK”);


 


(c)                                  (i) REEBOK
CANADA INC., a Canadian corporation (“Reebok Canada”) and
(ii) SPORT MASKA INC., a New Brunswick corporation (“Sport” and,
together with Reebok Canada, the “Canadian Borrowers” and, together with
the Company and Reebok UK, the “Borrowers”);


 


(d)                                 the
several banks and other financial institutions from time to time parties to
this Agreement (the “Lenders”);


 


(e)                                  CREDIT
SUISSE, a Swiss banking corporation acting through one or more of its branches
or affiliates, as general administrative agent (in such capacity, the “General
Administrative Agent”) for the Lenders;


 


(f)                                    CREDIT
SUISSE, TORONTO BRANCH, as Canadian administrative agent (in such capacity, the
“Canadian Administrative Agent”) for the Canadian Lenders;


 


(h)                                 BNP
PARIBAS, as syndication agent (in such capacity, the “Syndication Agent”)
for the Lenders; and


 


(i)                                     ABN
AMRO BANK N.V., BANK OF AMERICA, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION,
as co-documentation agents (in such capacity, the “Co-Documentation Agents”)
for the Lenders.


 


W  I  T  N  E  S
S  E  T  H:


 


WHEREAS, the
Borrowers have requested the Lenders to extend credit at any time and from time
to time prior to the Termination Date (such term and each other capitalized
term used but not defined in this preamble having the meaning set forth in
Section 1), in an aggregate principal amount at any time outstanding not
in excess of $300,000,000 (or the Dollar Equivalent thereof in Alternative
Currencies) in the form of (a) revolving Loans to the US/UK Borrowers from
the US/UK Lenders in an aggregate principal amount at any time not to exceed
$275,000,000 (or the Dollar Equivalent thereof in US/UK Alternative Currencies)
and (b) revolving Loans to the Canadian Borrowers and the US/UK Borrowers
from the Canadian Lenders in an aggregate principal amount at any time not to
exceed $25,000,000 (or the Dollar Equivalent thereof in Canadian Dollars).  The Company has requested the Swingline Lender
to extend credit, at any time and from time to time prior to the Termination
Date, in the form of Swingline Loans, in an aggregate principal amount at any
time outstanding not in excess of $25,000,000.  The Account Parties have requested the Issuing
Bank to issue Letters of 


 





















 


Credit, in an aggregate face amount at any
time outstanding not in excess of $200,000,000 (or the Dollar Equivalent
thereof in US/UK Alternative Currencies).  The Company has requested that the US/UK
Lenders provide a procedure pursuant to which the Company may invite the US/UK
Lenders to bid on an uncommitted basis on short-term borrowings by the Company.  The Company has also requested the US/UK Lenders
to provide for a procedure pursuant to which the Company may invite Eligible US/UK
Lenders to extend credit in the form of revolving Loans denominated in Pesos
and Dollars to the Mexican Borrower and the US/UK Borrowers in an aggregate
principal amount at any time not to exceed $25,000,000 (or the Dollar Equivalent
thereof in Pesos) which commitment to extend such revolving Loans would reduce
such US/UK Lender’s commitments to extend Loans in Dollars or US/UK Alternative
Currencies as described in clause (a) above.


 


WHEREAS, the
Lenders are willing to extend such credit to the Borrowers and the Issuing Bank
is willing to issue Letters of Credit for the account of the Account Parties on
the terms and subject to the conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto hereby agree as follows:


 


SECTION 1.           DEFINITIONS


 


1.1.  Defined
Terms.  As used in this Agreement,
the following terms shall have the following meanings:


 


“ABR”:  when used in reference to any Dollar
denominated Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by reference
to the Alternate Base Rate.


 


“Acceptance
Fee”:  as defined in
subsection 6.7(e)


 


“Account
Parties”:  the Company and Reebok UK;
each an “Account Party”.


 


“Additional
Cost”:  in relation to any Borrowing
denominated in Sterling for any Interest Period, the cost as calculated by the General
Administrative Agent in accordance with Exhibit D imputed to each
Lender of compliance with the mandatory liquid assets requirements of the Bank
of England during that Interest Period, expressed as a percentage.


 


“Adjusted
LIBO Rate”:  with respect to any
Eurocurrency Borrowing for any Interest Period, an interest rate per annum
equal to (a)  if such Eurocurrency Borrowing is denominated in Dollars or
Euro, (i)  the LIBO Rate in effect for such Interest Period divided by
(ii) one minus the Eurocurrency Reserve Requirements, and (b) if such
Eurocurrency Borrowing is denominated in Sterling, the LIBO Rate in effect for
such Interest Period plus Additional Cost.


 


2





















 


“Administrative
Agents”:  the General Administrative
Agent, the Canadian Administrative Agent and any Mexican Administrative Agent.


 


“Affiliate”:  as to any Person, any other Person (other
than a Subsidiary) which, directly or indirectly, is in control of, is controlled
by, or is under common control with, such Person.  For purposes of this definition, “control” of
a Person means the power, directly or indirectly, either to (a) vote 10% or
more of the securities having ordinary voting power for the election of directors
of such Person or (b) direct or cause the direction of the management and
policies of such Person, whether by contract or otherwise.


 


“Agents”:  the Administrative Agents and the Syndication
Agent.


 


“Agreement”:  this Credit Agreement, as amended,
supplemented or otherwise modified from time to time.


 


“Alternate
Base Rate”:  for any day, a rate per annum equal to the greater of (a) the
Prime Rate in effect on such day or (b) the Federal Funds Effective Rate
in effect on such day plus 1⁄2 of 1%.  Any
change in the Alternate Base Rate due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective as of the opening of business
on the effective day of such change in the Prime Rate or the Federal Funds
Effective Rate, respectively.


 


“Alternative
Currency”:  Sterling, Euro, Canadian
Dollars and, after the Mexican Effective Date, Pesos.


 


“Applicable
Facility Fee Rate”:  for each day,
the rate per annum set forth
below opposite the Credit Rating then in effect:


 


	
  Credit Rating

  	
   

  	
  Facility Fee Rate

  
	
   

  	
   

  	
  basis points per annum

  
	
  Category 1

  	
   

  	
   

  
	
  A+ or better by S&P or A1 or better by Moody’s

  	
   

  	
  6.0

  
	
   

  	
   

  	
   

  
	
  Category 2

  	
   

  	
   

  
	
  A or better by S&P or A2 or better by Moody’s

  	
   

  	
  8.0

  
	
   

  	
   

  	
   

  
	
  Category 3

  	
   

  	
   

  
	
  A- or better by S&P or A3 or better by Moody’s

  	
   

  	
  9.0

  



 


3





















 


	
  Credit Rating

  	
   

  	
  Facility Fee Rate

  
	
   

  	
   

  	
   

  
	
  Category 4

  	
   

  	
   

  
	
  BBB+ or better by S&P or Baa1 or better by Moody’s

  	
   

  	
  10.0

  
	
   

  	
   

  	
   

  
	
  Category 5

  	
   

  	
   

  
	
  BBB or better by S&P or Baa2 or better by Moody’s

  	
   

  	
  12.5

  
	
   

  	
   

  	
   

  
	
  Category 6

  	
   

  	
   

  
	
  BBB- or better by S&P or Baa3 or better by Moody’s

  	
   

  	
  15.0

  
	
   

  	
   

  	
   

  
	
  Category 7

  	
   

  	
   

  
	
  Otherwise

  	
   

  	
  20.0

  



 


If either
S&P or Moody’s shall cease to have assigned a Credit Rating, such rating
agency shall be deemed to have assigned a Credit Rating in Category 7.  If the Credit Ratings assigned (or deemed assigned)
by S&P and Moody’s shall fall in different Categories, the Applicable
Facility Fee Rate shall be based on the higher of the two Credit Ratings unless
one of the two Credit Ratings is two or more Categories below the other, in
which case the Applicable Facility Fee Rate shall be determined by reference to
the Category next below the higher of the two Credit Ratings.


 


“Applicable
Margin”:  for each Type of Loan for
each day, the rate per annum set
forth below opposite the Credit Rating then in effect:


 


	
  Credit Rating

  	
   

  	
  ABR,

  U.S. Base Rate,

  Canadian

  Prime and Peso

  Base Rate

  Loans

  	
   

  	
  Eurocurrency,

  BA and

  TIIE Rate Loans

  
	
   

  	
   

  	
  basis points per annum

  
	
  Category 1

  	
   

  	
   

  	
   

  	
   

  
	
  A+ or better by S&P or A1 or better by Moody’s

  	
   

  	
  0.0

  	
   

  	
  19.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Category 2

  	
   

  	
   

  	
   

  	
   

  
	
  A or better by S&P or A2 or better by Moody’s

  	
   

  	
  0.0

  	
   

  	
  22.0

  



 


4





















 


	
  Credit Rating

  	
   

  	
  ABR,

  U.S. Base Rate,

  Canadian

  Prime and Peso

  Base Rate

  Loans

  	
   

  	
  Eurocurrency,

  BA and

  TIIE Rate Loans

  
	
   

  	
   

  	
  basis points per annum

  
	
  Category 3

  	
   

  	
   

  	
   

  	
   

  
	
  A- or better by S&P or A3 or better by Moody’s

  	
   

  	
  0.0

  	
   

  	
  31.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Category 4

  	
   

  	
   

  	
   

  	
   

  
	
  BBB+ or better by S&P or Baa1 or better by Moody’s

  	
   

  	
  0.0

  	
   

  	
  40.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Category 5

  	
   

  	
   

  	
   

  	
   

  
	
  BBB or better by S&P or Baa2 or better by Moody’s

  	
   

  	
  0.0

  	
   

  	
  50.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Category 6

  	
   

  	
   

  	
   

  	
   

  
	
  BBB- or better by S&P or Baa3 or better by Moody’s

  	
   

  	
  0.0

  	
   

  	
  75.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Category 7

  	
   

  	
   

  	
   

  	
   

  
	
  Otherwise

  	
   

  	
  0.0

  	
   

  	
  100.0

  



 


If either
S&P or Moody’s shall cease to have assigned a Credit Rating, such rating
agency shall be deemed to have assigned a Credit Rating in Category 7.  If the Credit Ratings assigned (or deemed assigned)
by S&P and Moody’s shall fall in different Categories, the Applicable
Margin shall be based on the higher of the two Credit Ratings unless one of the
two Credit Ratings is two or more Categories below the other, in which case the
Applicable Margin shall be determined by reference to the Category next below
the higher of the two Credit Ratings.  In
addition, for each day on which the Total Extensions of Credit exceed 50% of
the Total Commitments, the Applicable Margins set forth above for Eurocurrency
Loans, BA Loans and TIIE Rate Loans (and, if the Credit Ratings are then in
Category 7, for ABR Loans, U.S. Base Rate Loans, Canadian Prime Loans and Peso
Base Rate Loans) shall be increased by 10.0 basis points.


 


“Application”:  an application, in such form as the relevant
Issuing Bank may specify from time to time, requesting such Issuing Bank to
open a Letter of Credit.


 


“Assignee”:  as defined in subsection 14.6(c).


 


5





















 


“Assignment
and Acceptance”:  an assignment and
acceptance entered into by a Lender and an assignee, and accepted by the
General Administrative Agent (or, in the case of assignments of
(a) Canadian Commitments, the Canadian Administrative Agent and
(b) Peso Commitments, the Mexican Administrative Agent), in the form of Exhibit B
or such other form as shall be approved by the General Administrative Agent.


 


“Augmenting
Lender”:  as defined in subsection 6.18(a).


 


“Available
Commitments”:  collectively, the
Available Canadian Commitments, the Available Peso Commitments and the
Available US/UK Commitments.


 


“Available
Canadian Commitment”:  as to any Canadian
Lender, at any time, an amount equal to the excess, if any, of (a) such Canadian
Lender’s Canadian Commitment over (b) the aggregate principal amount of
the Canadian Extensions of Credit of such Canadian Lender then outstanding.


 


“Available
Peso Commitment”:  as to any Peso
Lender, at any time, an amount equal to the excess, if any, of (a) such Peso
Lender’s Peso Commitment over (b) the aggregate principal amount of the Peso
Extensions of Credit of such Peso Lender then outstanding.


 


“Available
US/UK Commitment”:  as to any US/UK
Lender, at any time, an amount equal to the excess, if any, of (a) such US/UK
Lender’s US/UK Commitment over (b) the aggregate principal amount of the US/UK
Revolving Credit Exposure of such US/UK Lender then outstanding.  For purposes of determining the Available
US/UK Commitments of the US/UK Lenders at any time, each outstanding
Competitive Borrowing shall be deemed to have utilized the US/UK Commitments of
the US/UK Lenders (including those Lenders that shall not have made Competitive
Loans as part of such Competitive Borrowing) pro rata
in accordance with their respective US/UK Commitments.


 


“BA
Discount Proceeds”:  with respect to
any BA Loan, an amount calculated on the date of acceptance and purchase or
advance of such BA Loan by multiplying (a) the face or principal amount of such
BA Loan by (b) the quotient of one divided by the sum of one plus the product
of (i) the BA Discount Rate applicable to such BA Loan multiplied by (ii) a
fraction, the numerator of which is the term of such BA Loan measured in days
(commencing on the date of acceptance and purchase or advance and ending on,
but excluding, the maturity date thereof) and the denominator of which is 365;
with such quotient being rounded up or down to the nearest fifth decimal place,
with .000005 being rounded up.


 


“BA
Discount Rate”:


 


(a) with
respect to an issue of Bankers’ Acceptances to be accepted by a Schedule I
Lender hereunder, the CDOR Rate at or about 10:00 a.m., Toronto time, on
the date of issuance and acceptance of such Bankers’ Acceptances for bankers’ 


 


6





















 


acceptances having a comparable face value
and an identical maturity date to the face value and maturity date of such
Bankers’ Acceptances; and


 


(b) with
respect to an issue of Bankers’ Acceptances or a BA Equivalent Loan to be accepted
or advanced by any Canadian Lender hereunder other than a Schedule I
Lender, the rate established in (a) above plus 0.05% per annum.


 


“BA Equivalent Loans”:  in relation to a Loan by way of BA Loans, an
advance in Canadian Dollars made by a Non-Acceptance Lender pursuant to subsection 6.19(i).


 


“BA Loans”:  the acceptance and purchase of Bankers’
Acceptances and BA Equivalent Loans; provided that reference to the
amount or principal amount of a BA Loan shall mean the full face amount of the
applicable Bankers’ Acceptances or Discount Notes issued in connection
therewith.


 


“Bankers’ Acceptance”:  a Draft denominated in Canadian Dollars drawn
by a Canadian Borrower and accepted and purchased by a Canadian Lender as
provided in subsection 6.19 and includes a depository bill issued in
accordance with the Depository Bills and
Notes Act (Canada).


 


“Borrowers”:  as defined in the preamble to this Agreement;
provided that the term “Borrowers” shall include the Mexican Borrower on
and after the Mexican Effective Date.


 


“Borrowing”:  (a) Loans of the same Class, Type and
currency, made, converted or continued on the same date and, in the case of (i) Eurocurrency
Loans, as to which a single Interest Period is in effect and
(ii) BA Loans, as to which a single Contract Period is in effect, (b) Competitive
Loans or groups of Competitive Loans of the same Type and currency made on the
same date and as to which a single Interest Period is in effect or
(c) Swingline Loans.


 


“Borrowing
Minimum”:  (a) in the case of a Borrowing
denominated in Dollars, $10,000,000, (b) in the case of a Borrowing denominated
in Sterling, £5,000,000, (c) in the case of a Borrowing denominated in
Euro, €10,000,000, (d) in the case of a Borrowing denominated in Canadian
Dollars, C$5,000,000 and (e) in the case of a Borrowing denominated in
Pesos, Mxp10,000,000.


 


“Borrowing
Multiple”:  (a) in the case of a
Borrowing denominated in Dollars, $1,000,000, (b) in the case of a Borrowing
denominated in Sterling, £1,000,000, (c) in the case of a Borrowing
denominated in Euro, €1,000,000, (d) in the case of a Borrowing
denominated in Canadian Dollars, C$500,000 and (e) in the case of a
Borrowing denominated in Pesos, Mxp1,000,000.


 


“Business
Day”:  a day other than a Saturday,
Sunday or other day on which commercial banks in New York City are authorized
or required by law to close; provided that, (a) when used in connection
with a Eurocurrency Loan, the term “Business 


 


7





















 


Day” shall also exclude any day on which
banks are not open for dealings in deposits in the applicable currency in the
London interbank market, (b) when used in connection with a Loan denominated in
Euro, the term “Business Day” shall also exclude any day on which the TARGET
payment system is not open for the settlement of payments in Euro, (c) when
used in connection with a Borrowing by a Canadian Borrower or a Loan denominated
in Canadian Dollars, the term “Business Day” shall also exclude any day on
which commercial banks in Toronto or Montreal are authorized or required by law
to close and (d) when used in connection with a Borrowing by the Mexican
Borrower or a Loan denominated in Pesos, the term “Business Day” shall also
exclude any day on which commercial banks in Mexico City are authorized or
required by law to close.


 


“Calculation
Date”:  the last Business Day of each
calendar month and the date of each Notice of Borrowing with respect to a Loan,
or request for a Letter of Credit, to be made, continued, converted or issued,
as the case may be, in any Alternative Currency.


 


“CAM”:  the mechanism for the allocation and exchange
of interests in Loans and other extensions of credit under the several Classes
and collections thereunder established under subsection 14.17.


 


“CAM
Exchange”:  the exchange of the
Lenders’ interests provided for in subsection 14.17.


 


“CAM
Exchange Date”:  any date on which
either (a) an Event of Default under paragraph (f) of Section 12 has
occurred with respect to a Borrower or (b) the Commitments shall have been
terminated prior to the Termination Date and/or the Loans shall have been
declared immediately due and payable, in either case pursuant to Section 12.


 


“CAM
Percentage”:  as to each Lender, a
fraction, expressed as a decimal, of which (a) the numerator shall be the
aggregate Dollar Equivalent (determined on the basis of Exchange Rates
prevailing on the CAM Exchange Date) of the Designated Obligations owed to such
Lender (whether or not at the time due and payable) immediately prior to the
CAM Exchange Date and (b) the denominator shall be the aggregate Dollar
Equivalent (as so determined) of the Designated Obligations owed to all the
Lenders (whether or not at the time due and payable) immediately prior to CAM
Exchange Date.


 


“Canadian
Administrative Agent”:  Credit
Suisse, Toronto Branch, an authorized foreign bank under the Bank Act (Canada), as the Canadian administrative
agent for the Canadian Lenders under this Agreement and the other Loan
Documents, together with any of its permitted successors appointed pursuant to
Section 13.


 


“Canadian
Borrowers”:  as defined in the
preamble to this Agreement.


 


“Canadian
Borrowing”:  a Borrowing by a Canadian
Borrower.


 


8





















 


“Canadian
Commitment”:  (a) with respect to
each Lender that is a Lender on the date hereof, the amount (denominated in
Dollars) set forth opposite such Lender’s name on Schedule II as
such Lender’s “Canadian Commitment” and (b) in the case of any Lender that
becomes a Lender after the date hereof, the amount specified as such Lender’s “Canadian
Commitment” in the Assignment and Acceptance pursuant to which such Lender
assumed a portion of the total Canadian Commitment, in each case as the same
may be changed from time to time pursuant to the terms hereof.  The total Canadian Commitment as of the
Closing Date is $25,000,000.


 


“Canadian
Dollar Borrowing”:  a Borrowing
denominated in Canadian Dollars.


 


“Canadian
Dollars” and “C$”:  the lawful
money of Canada.


 


“Canadian
Extensions of Credit”:  as to any
Canadian Lender at any time, an amount equal to the Dollar Equivalent of the
aggregate principal amount of all Loans made under the Canadian Commitments
held by such Lender then outstanding.


 


“Canadian
Lender”:  each Lender that has a
Canadian Commitment or that holds Canadian Loans.


 


“Canadian
Loan”:  as defined in subsection 2.1(b).


 


“Canadian
Obligations”:  the unpaid principal
of, and interest on (including post-petition interest, whether allowed or
allowable), all obligations and liabilities of Reebok Canada and Sport to the Canadian
Administrative Agent and the Canadian Lenders, whether direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter
incurred, which may arise under, out of, or in connection with, this Agreement
(including, without limitation, any amendment and restatement or refinancing
hereof) or any other document executed and delivered in connection therewith or
herewith, whether on account of principal, interest, reimbursement obligations,
fees, indemnities, costs, expenses (including, without limitation, all fees and
disbursements of counsel to the Canadian Administrative Agent or any Canadian Lender)
or otherwise.


 


“Canadian
Prime Loan”:  any Canadian Loan
bearing interest at a rate determined by reference to the Canadian Prime Rate.


 


“Canadian
Prime Rate”:  the higher of (a) the
rate of interest per annum determined from time to
time by the Canadian Administrative Agent as being its reference rate then in
effect for determining interest rates on commercial loans denominated in Canadian
Dollars made by it in Canada, and (b) the one-month CDOR Rate plus 1% per annum.


 


“Canadian
Resident”:  at any time, a Person who
at that time (a)(i) is not a non-resident of Canada for purposes of the Canadian
Tax Act or (ii) is an authorized foreign bank deemed to be resident in Canada
for purposes of the Canadian Tax Act and 


 


9





















 


(b) in the case of any Canadian Loan to
the US/UK Borrowers, is making or holding such Canadian Loan, either directly
or through one of its branches or affiliates, and receiving payments of
interest and fees from the US/UK Borrowers, free and clear of any U.S. or U.K. Non-Excluded
Tax.


 


“Canadian
Tax Act”:  the Income Tax
Act (Canada), as amended, and any successor thereto, and any
regulations promulgated thereunder.


 


“Capital
Stock”:  any and all shares,
interests, participations or other equivalents (however designated) of capital
stock of a corporation, any and all equivalent ownership interests in a Person
(other than a corporation) and any and all warrants or options to purchase any
of the foregoing.


 


“CDOR Rate”:  as of any day with respect to a BA Loan
and the Contract Period selected by the applicable Canadian Borrower for such
BA Loan, or otherwise as applicable, the interest rate equal to:


 


(a) the
average of the annual rates for Canadian Dollar bankers’ acceptances for a term
equal to such Contract Period (or a term as closely possible comparable to such
Contract Period) or such other specified period quoted (at approximately
10:00 a.m., Toronto time, on such day) on the Reuters Monitor Money Rates
Service, CDOR page “Canadian Interbank Bid BA Rates”; and


 


(b) if the
rate described in paragraph (a) above is not available on such day, the rate
for such date will be the annual discount rate (rounded upward to the nearest
whole multiple of 1/100 of 1%) as of 10:00 a.m., Toronto time, on such day
at which the Canadian Administrative Agent is then offering to purchase
Canadian Dollar bankers’ acceptances for a term approximately equal to such Contract
Period (or a term as closely as possible comparable to such Contract Period),
or such other specified period, accepted by it.


 


“Class”:
 when used in reference to any
Commitment, refers to whether such Commitment is a Canadian Commitment, a Peso
Commitment or a US/UK Commitment and when used in reference to any Loan or
Borrowing, refers to whether such Loan or Borrowing is made under a Canadian
Commitment, a Peso Commitment or a US/UK Commitment.


 


“Closing
Date”:  the date on which the
conditions precedent set forth in subsection 8.1 shall be satisfied.


 


“Code”:  the Internal Revenue Code of 1986, as amended
from time to time.


 


“Commercial
Letter of Credit”:  as defined in subsection
3.1(b)(i)(2).


 


“Commitment”:  each of the Canadian Commitments, the Peso Commitments
and the US/UK Commitments.


 


10





















 


“Commitment
Period”:  the period from and
including the date hereof to but not including the Termination Date or such
earlier date on which the Commitments shall terminate as provided herein.


 


“Commonly
Controlled Entity”:  an entity,
whether or not incorporated, which is under common control with the Company
within the meaning of Section 4001 of ERISA or is part of a group which
includes the Company and which is treated as a single employer under Section
414 of the Code.


 


“Company”:  as defined in the preamble to this Agreement.


 


“Competitive
Bid”:  an offer by a US/UK Lender to
make a Competitive Loan pursuant to Section 5.


 


“Competitive
Bid Accept/Reject Letter”:  a
notification made by the Company pursuant to subsection 5.1(d) in the form
of Exhibit F-4.


 


“Competitive
Bid Rate”:  as to any Competitive
Bid, the Competitive Loan Margin or the Fixed Rate, as applicable, offered by
the US/UK Lender making such Competitive Bid.


 


“Competitive
Bid Request”:  a request made
pursuant to Section 5 in the form of Exhibit F-1.


 


“Competitive
Borrowing”:  a Borrowing consisting
of a Competitive Loan or concurrent Competitive Loans from the US/UK Lender or US/UK
Lenders whose Competitive Bids for such Borrowing have been accepted under the
bidding procedure described in Section 5.


 


“Competitive
Loan”:  a Loan made pursuant to
Section 5.  Each Competitive Loan
shall be a Eurocurrency Competitive Loan or a Fixed Rate Loan.


 


“Competitive
Loan Exposure”:  with respect to any
Lender at any time, the sum of the aggregate principal amount of the
outstanding Competitive Loans of such Lender.


 


“Competitive
Loan Margin”:  with respect to any
Competitive Loan bearing interest at a rate based on the Adjusted LIBO Rate,
the marginal rate of interest, if any, to be added to or subtracted from the Adjusted
LIBO Rate in order to determine the interest rate applicable to such Loan, as
specified by the Lender making such Loan in its related Competitive Bid.


 


“Consolidated
Net Income” or “Consolidated Net Loss”: 
for any fiscal period, the amount which, in conformity with GAAP, would
be set forth opposite the caption “net income” (or any like caption) or “net
loss” (or any like caption), as the case may be, on a consolidated statement of
earnings of the Company and its Subsidiaries for such fiscal period.


 


11





















 


“Contract
Period”:  the term of a BA Loan
selected by a Canadian Borrower in accordance with subsection 6.19,
commencing on the date of such BA Loan and expiring on a Business Day which
shall be either one, two, three or six months thereafter or such other period
as may be acceptable to the Canadian Administrative Agent and the Canadian
Lenders, provided that (a) subject to clause (b) below,
each such period shall be subject to such extensions or reductions as may be
determined by the Canadian Administrative Agent to ensure that each Contract
Period shall expire on a Business Day, and (b) no Contract Period shall
extend beyond the Termination Date.


 


“Contractual
Obligation”:  as to any Person, any
provision of any security issued by such Person or of any agreement, instrument
or other undertaking to which such Person is a party or by which it or any of
its property is bound.


 


“Credit
Rating”:  the rating publicly
announced from time to time by Moody’s or S&P (as the context shall
require) as being in effect with respect to the senior, unsecured (and
non-credit enhanced), long-term Indebtedness of the Company.


 


“Credit
Suisse”:  Credit Suisse, a Swiss
banking corporation acting through one or more of its branches or affiliates.


 


“Declining
Lender”:  as defined in
subsection 6.20(a).


 


“Default”:  any of the events specified in Section 12,
whether or not any requirement for the giving of notice, the lapse of time, or
both, or any other condition, has been satisfied.


 


“Designated
Obligations”:  all obligations of the
Borrowers with respect to (a) principal of and interest on the Loans of each
Class (other than Competitive Loans, but including BA Loans and Acceptance
Fees with respect thereto), (b) unreimbursed L/C Disbursements and
interest thereon and (c) all Facility Fees under subsection 6.2.


 


“Discount
Note”:  a non-interest-bearing promissory
note or depository note (within the meaning of the Depository Bills  and  Notes Act (Canada))
denominated in Canadian Dollars issued by a Canadian Borrower to a
Non-Acceptance Lender to evidence a BA Equivalent Loan.


 


“Dollar
Equivalent”:  on any date of
determination, (a) with respect to any amount in Dollars, such amount, and (b)
with respect to any amount in any Alternative Currency, the equivalent in
Dollars of such amount, determined by the General Administrative Agent pursuant
to subsection 1.3(b), using the Exchange Rate with respect to such Alternative
Currency at the time in effect under the provisions of such subsection.


 


“Dollars”
and “$”:  dollars in lawful
currency of the United States of America.


 


12





















 


“Domestic
Subsidiary”:  any Subsidiary of the
Company organized under the laws of any jurisdiction within the United States
of America.


 


“Draft”:  as defined in subsection 6.19(f).


 


“EBITDA”:  for any fiscal period, the Consolidated Net
Income or Consolidated Net Loss, as the case may be, for such fiscal period,
after restoring thereto amounts deducted for (a) extraordinary losses (or
deducting therefrom any amounts included therein on account of extraordinary
gains) and special charges, (b) depreciation and amortization (including
write-offs or write-downs of amortizable and depreciable items), (c) noncash
compensation expense relating to the issuance of Capital Stock and rights to
purchase Capital Stock, (d) the amount of interest expense of the Company
and its Subsidiaries, determined on a consolidated basis in accordance with
GAAP, for such period on the aggregate principal amount of their consolidated
Indebtedness, (e) the amount of tax expense of the Company and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP, for
such period and (f) minority interests.


 


“Eligible
US/UK Lender”:  as defined in
subsection 6.20(a).


 


“EMU
Legislation”:  the legislative
measures of the European Union for the introduction of, changeover to or
operation of the Euro in one or more member states.


 


“Environmental
Laws”:  any and all foreign, Federal,
state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees or other Requirements of Law (including common law)
regulating, relating to or imposing liability or standards of conduct
concerning protection of human health or the environment, as now or may at any
time hereafter be in effect.


 


“ERISA”:  the Employee Retirement Income Security Act
of 1974, as amended from time to time.


 


“Euro”
or “€”:  the single currency of
the European Union as constituted by the Treaty on European Union and as
referred to in the EMU Legislation.


 


“Eurocurrency”:  when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
are bearing interest at a rate determined by reference to the Adjusted LIBO
Rate.


 


“Eurocurrency
Reserve Requirements”:  with respect
to the Eurocurrency Loans of any Lender for any day, that percentage (expressed
as a decimal) that is in effect on such day, as prescribed by any Governmental
Authority for determining the reserve, liquid asset or similar requirement with
respect to such Eurocurrency Loans for such Lender that is subject to the rules
and regulations of such Governmental Authority.


 


“Event of
Default”:  any of the events
specified in Section 12, provided that any requirement for the giving of
notice, the lapse of time, or both, or any other condition, has been satisfied.


 


13





















 


“Exchange
Rate”:  on any day, with respect to
any Alternative Currency, the rate at which such Alternative Currency may be
exchanged into Dollars, as set forth on the relevant Bloomberg Key Cross
Currency Rate Page at approximately 11:00 a.m., New York City time, on
such day.  In the event that such rate
does not appear on the relevant Bloomberg Key Cross Currency Rate Page, the
Exchange Rate shall be determined by reference to such other publicly available
service for displaying exchange rates as may be agreed upon by the General Administrative
Agent, the Canadian Administrative Agent (in the case of Canadian Dollars), the
Mexican Administrative Agent (in the case of Pesos) and the Company, or, in the
absence of such agreement, such Exchange Rate shall instead be the arithmetic
average of the spot rates of exchange of the General Administrative Agent, the
Canadian Administrative Agent or the Mexican Administrative Agent, as the case
may be, in the market where its foreign currency exchange operations in respect
of such Alternative Currency are then being conducted, at or about 10:00 a.m.,
New York City time, on such date for the purchase of Dollars for delivery two
Business Days later; provided that if at the time of any such
determination, for any reason, no such spot rate is being quoted, the General Administrative
Agent, the Canadian Administrative Agent or the Mexican Administrative Agent,
as the case may be, after consultation with the Company, may use any reasonable
method it deems appropriate to determine such rate, and such determination
shall be conclusive absent manifest error.


 


“Existing Credit Agreement”:  the Credit and Guarantee Agreement dated as of
June 3, 2002, among the Company, Reebok UK, Finco, the lenders named
therein, the co-documentation agents named therein, Fleet National Bank, as syndication
agent and Credit Suisse First Boston, as administrative agent.


 


“Extension
of Credit”:  each of the US/UK
Extensions of Credit, the Canadian Extensions of Credit and the Peso Extensions
of Credit.


 


“Extension
Period”: as defined in subsection 6.17(a).


 


“Facility
Fee”:  as defined in subsection 6.2.


 


“Federal
Funds Effective Rate”:  for any day,
the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of
New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations for the day of such transactions
received by the General Administrative Agent from three federal funds brokers
of recognized standing selected by it.


 


“Financing
Lease”:  any lease of property, real
or personal, the obligations of the lessee in respect of which are required in
accordance with GAAP to be capitalized on a balance sheet of the lessee.


 


“Finco”:  Reebok Finance Limited, a United Kingdom
private limited company.


 


14





















 


“Fireman
Group”:  Paul Fireman, his spouse,
his parents, his children, his grandchildren, the Paul and Phyllis Fireman
Trust, the PFP Charitable Trust, any other trusts of which Paul Fireman is a
trustee and any other charitable trusts created by him.


 


“Fixed Rate”:
 with respect to any Competitive Loan (other
than a Eurocurrency Competitive Loan), the fixed rate of interest per annum
specified by the US/UK Lender making such Competitive Loan in its related
Competitive Bid.


 


“Fixed Rate
Loan”:  a Competitive Loan bearing
interest at a Fixed Rate.


 


“Foreign Subsidiary”:  any Subsidiary of the Company organized under
the laws of any jurisdiction outside the United States of America.


 


“GAAP”:  generally accepted accounting principles in
the United States of America as in effect from time to time.


 


“General
Administrative Agent”:  Credit
Suisse, as the general administrative agent for the Lenders under this
Agreement and the other Loan Documents, together with any of its permitted
successors appointed pursuant to Section 13.


 


“Governmental
Authority”:  any nation or
government, any state or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.


 


“Granting
Bank”:  as defined in subsection 14.6(h).


 


“Guarantee
Obligation”:  as to any Person (the “guaranteeing
person”), any obligation of (a) the guaranteeing person or (b) another
Person (including, without limitation, any bank under any letter of credit) to
induce the creation of which the guaranteeing person has issued a
reimbursement, counterindemnity or similar obligation, in either case
guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or
other obligations (the “primary obligations”) of any other third Person
(the “primary obligor”) in any manner, whether directly or indirectly,
including, without limitation, any obligation of the guaranteeing person
incurred for the purpose of providing credit support, whether or not
contingent, (i) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (ii) to advance or supply
funds (1) for the purchase or payment of any such primary obligation or (2) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor, (iii) to purchase
property, securities or services primarily for the purpose of assuring the
owner of any such primary obligation of the ability of the primary obligor to
make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the owner of any such primary obligation against loss in respect
thereof; provided, however, that the term Guarantee Obligation
shall not include endorsements of instruments for deposit or collection in the ordinary
course of business.  The amount of any
Guarantee Obligation of any guaranteeing person shall be deemed to be the lower
of (a) an amount equal to the stated or determinable amount of 


 


15





















 


the primary obligation in respect of which
such Guarantee Obligation is made and (b) the maximum amount for which such
guaranteeing person may be liable pursuant to the terms of the instrument
embodying such Guarantee Obligation, unless such primary obligation and the
maximum amount for which such guaranteeing person may be liable are not stated
or determinable, in which case the amount of such Guarantee Obligation shall be
such guaranteeing person’s maximum reasonably anticipated liability in respect
thereof as determined by the Company in good faith.


 


“Guaranteed
Obligation”:  each of the UK
Obligations, the Canadian Obligations and the Mexican Obligations.


 


“Increasing
Lender”:  as defined in subsection 6.18(a).


 


“Indebtedness”:  of any Person at any date, (a) all indebtedness
of such Person for borrowed money or for the deferred purchase price of
property or services (other than current trade liabilities incurred in the
ordinary course of business and payable in accordance with customary
practices), (b) any other indebtedness of such Person which is evidenced
by a note, bond, debenture or similar instrument, (c) all obligations of
such Person under Financing Leases, (d) all obligations of such Person in
respect of acceptances issued or created for the account of such Person, (e) all
liabilities secured by any Lien on any property owned by such Person even
though such Person has not assumed or otherwise become liable for the payment
thereof and (f) all Indebtedness of the types referred to in clauses (a)
through (e) above which is guaranteed directly or indirectly by such Person.


 


“Initial
Termination Date”:  July 1, 2010.


 


“Insolvency”:  with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of Section 4245 of
ERISA.


 


“Insolvent”:  pertaining to a condition of Insolvency.


 


“Interest
Payment Date”:  (a) as to any
ABR Loan (including any Swingline Loan), U.S. Base Rate Loan, Canadian Prime
Loan or Peso Base Rate Loan, the last Business Day of each March, June,
September and December, (b) as to any Eurocurrency Loan having an Interest
Period of three months or less or TIIE Rate Loan, the last day of the Interest
Period with respect to such Loan, (c) as to any Eurocurrency Loan having
an Interest Period longer than three months, the last day of such Interest
Period and each day which is three months (or a whole multiple thereof) after
the first day of such Interest Period and before the last day of such Interest
Period and (d) as to any Fixed Rate Loan having an Interest Period of
three months or less, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Fixed Rate
Borrowing with an Interest Period longer than three months (unless otherwise
specified in the applicable Competitive Bid Request), the last day of such
Interest Period and each day which is three months (or a whole multiple
thereof) after the first day of such Interest Period and before the last day of
such Interest Period, and any


 


16





















 


other dates that are specified in the
applicable Competitive Bid Request as Interest Payment Dates with respect to
such Borrowing.


 


“Interest
Period”:  (a)  with respect to any Eurocurrency Loan, the
period commencing on the borrowing or conversion date, as the case may be, with
respect to such Eurocurrency Loan and ending one, two, three or six months
thereafter, as selected by the relevant Borrower in its Notice of Borrowing or
Competitive Bid Request given with respect thereto;


 


(b)  with
respect to any Fixed Rate Borrowing, the period (which shall not be less than
seven days or more than 360 days) commencing on the date of such Borrowing
and ending on the date specified in the applicable Competitive Bid Request; and


 


(c)  with
respect to any TIIE Rate Loan, the period commencing on the date such TIIE Rate
Loan is disbursed or continued as a TIIE Rate Loan and ending on the 28th
day thereafter; provided that, all of the foregoing provisions relating
to Interest Periods are subject to the following:


 


(i) if any Interest Period pertaining to a
Eurocurrency Loan or a TIIE Rate Loan would otherwise end on a day that is not
a Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of a Eurocurrency Loan only, the result of
such extension would be to carry such Interest Period into another calendar
month in which event such Interest Period shall end on the immediately
preceding Business Day;


 


(ii) any Interest Period that would otherwise
extend beyond the Termination Date shall end on the Termination Date; and


 


(iii) any Interest Period pertaining to a
Eurocurrency Loan that begins on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the calendar
month at the end of such Interest Period) shall end on the last Business Day of
a calendar month.


 


For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and thereafter
shall be the effective date of the most recent conversion or continuation of
such Borrowing.


 


“Issuing
Bank”:  with respect to any Letter of
Credit, (a) Credit Suisse (or any Affiliate thereof) or (b) any other
Lender (or any Affiliate thereof), acting in its capacity as such an issuer,
from time to time designated by the Company as the issuer of such Letter of
Credit which is reasonably acceptable to the General Administrative Agent and
agrees (in its sole discretion) to serve in such capacity with respect to such
Letter of Credit.


 


“L/C
Commitment”:  $200,000,000.


 


17





















 


“L/C
Disbursement”:  a payment made by an Issuing
Bank pursuant to a Letter of Credit.


 


“L/C Fee
Payment Date”:  the last Business Day
of each March, June, September and December.


 


“L/C
Obligations”:  at any time, an amount
equal to the sum of (a) the Dollar Equivalent of the aggregate then undrawn and
unexpired amount of the then outstanding Letters of Credit and (b) the Dollar
Equivalent of the aggregate amount of L/C Disbursements that have not then been
reimbursed pursuant to subsection 3.5.


 


“L/C
Participants”:  with respect to each
Letter of Credit, the collective reference to all the US/UK Lenders, other than
the Issuing Bank with respect to such Letter of Credit.


 


“Lenders”:  as defined in the preamble to this Agreement.  Unless the context shall otherwise require,
the term “Lenders” shall include the Swingline Lender.


 


“Letters of
Credit”:  a Commercial Letter of
Credit or a Standby Letter of Credit, as the context shall require;
collectively, the “Letters of Credit”.


 


“LIBO Rate”:  when used with respect to any Eurocurrency
Borrowing for any Interest Period, the rate per
annum determined by the General Administrative Agent at
approximately 11:00 a.m., London time, on the date which is two Business
Days prior to the beginning of such Interest Period by reference to the British
Bankers’ Association Interest Settlement Rates for deposits in the currency of
such Borrowing (as set forth by any service selected by the General Administrative
Agent which has been nominated by the British Bankers’ Association as an
authorized information vendor for the purpose of displaying such rates), for a
period equal to such Interest Period; provided that, to the extent that
an interest rate is not ascertainable pursuant to the foregoing provisions of
this definition, the LIBO Rate shall be the interest rate per annum at which deposits in the
currency of such Borrowing are offered for such Interest Period by major banks
in the London interbank market to Credit Suisse at approximately
11:00 a.m., London time, on the date two Business Days prior to the
beginning of such Interest Period.


 


“Lien”:  any mortgage, pledge, hypothecation,
collateral assignment, deposit arrangement, encumbrance, lien (statutory or
other), charge or other security interest or any preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement and any Financing Lease having substantially the same economic effect
as any of the foregoing).


 


“Loan”:  the loans made by the Lenders to the
Borrowers pursuant to this Agreement.


 


“Loan
Documents”:  this Agreement and the
Notes.


 


18





















 


“Local Time”:  (a) with respect to a payment in Dollars, New
York City time, (b) with respect to a payment in a US/UK Alternate
Currency, London time, (c) with respect to a payment in Canadian Dollars,
Toronto time and (d) with respect to a payment in Pesos, Mexico City time.


 


“Majority
Lenders”:  at any time, Lenders then
having Commitments (or, if the Commitments have terminated, Extensions of
Credit) which aggregate more than 50% of the sum of the Commitments (or the
Total Extensions of Credit then outstanding, as the case may be) then in effect.


 


“Material
Adverse Effect”:  a material adverse
effect on (a) the business, operations, property or condition (financial or
otherwise) of the Company and its Subsidiaries taken as a whole, (b) the
validity or enforceability of this or any of the other Loan Documents or (c)
the rights or remedies of the Administrative Agents or the Lenders hereunder or
under any of the other Loan Documents.


 


“Material
Environmental Amount”:  an amount
payable by the Company and/or its Subsidiaries in excess of $30,000,000 for
remedial costs, non-routine compliance costs, compensatory damages, punitive
damages, fines, penalties or any combination thereof.


 


“Material
Subsidiary”:  each Domestic
Subsidiary of the Company which has either (a) assets having a fair market
value (as reasonably estimated by the Company) or book value in excess of
$10,000,000 in the aggregate or (b) revenues in excess of $30,000,000 per annum, other than (x) Reebok Securities
Holdings Corp., during such time as its only material asset is Capital Stock of
RBK Holdings plc, and (y) Reebok Foundation, Inc.


 


“Materials
of Environmental Concern”:  any
gasoline or petroleum (including crude oil or any fraction thereof) products or
any hazardous or toxic substances, materials or wastes, defined or regulated as
such in or under any Environmental Law, including, without limitation,
asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.


 


“Mexican
Administrative Agent”:  a bank with
an office in Mexico City that agrees to act as the Mexican administrative agent
for the Peso Lenders under this Agreement and the other Loan Documents pursuant
to a writing satisfactory to the Company, the Mexican Borrower and the General
Administrative Agent, together with any of its permitted successors appointed
pursuant to Section 13.


 


“Mexican
Borrower”:  the principal operating
Subsidiary of the Company organized and existing under the laws of Mexico that
may become a party to this Agreement as a “Borrower” pursuant to subsection 6.20.


 


“Mexican
Effective Date”:  the first date on which
there exist under this Agreement a Mexican Borrower and a Mexican Administrative
Agent and on which the Peso Commitment exceeds zero.


 


19





















 


“Mexican
Obligations”:  the unpaid principal
of, and interest on (including post-petition interest, whether allowed or
allowable), all obligations and liabilities of the Mexican Borrower to the
Mexican Administrative Agent and the Peso Lenders, whether direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter
incurred, which may arise under, out of, or in connection with, this Agreement
(including, without limitation, any amendment and restatement or refinancing
hereof) or any other document executed and delivered in connection therewith or
herewith, whether on account of principal, interest, reimbursement obligations,
fees, indemnities, costs, expenses (including, without limitation, all fees and
disbursements of counsel to the Mexican Administrative Agent or any Peso Lender)
or otherwise.


 


“Mexican
Resident”:  at any time, a Lender
that, at that time, either directly or through one of its branches or
affiliates, (a) in the case of any Peso Loan to the Mexican Borrower, is making
or holding such Peso Loan, and receiving payments of interest and fees from the
Mexican Borrower, free and clear of any Mexican Non-Excluded Tax, and who (i)
is registered with the Ministry of Finance as a foreign financial institution
for purposes of Article 195(I) of the Mexican Income Tax Law (Ley del Impuesto sobre la Renta), the
regulations thereunder and any administrative rules issued thereunder, and who
intends to be the effective beneficiary of the interest payable under this
Agreement, (ii) is a resident for tax purposes of a country (or the main office
of which, if lending through a branch or agency, is resident of a country) with
which Mexico has entered into a treaty for the avoidance of double taxation,
and will comply with the requirements provided in such treaty to apply a
reduced withholding tax rate on interest, and (iii) will use reasonable
commercial efforts that are within its control to (A) comply with the
requirements of such treaty for so long as it provides a reduced withholding
tax rate under the Mexican Income Tax Law or such double taxation treaty, (B)
file all documentation necessary to maintain its registration with the Ministry
of Finance pursuant to Article 195(I) of the Mexican Income Tax Law, so long as
such requirement remains applicable, and (C) maintain its status (directly or
through its main office, if lending through a branch or agency) as a resident
for tax purposes of the country of which it is currently a resident, and
(b) in the case of any Peso Loan to the US/UK Borrowers, is making or
holding such Peso Loan, and receiving payments of interest and fees from the
US/UK Borrowers, free and clear of any U.S. or U.K. Non-Excluded Tax.


 


“Mexico”:  the United Mexican States.


 


“Moody’s”:  Moody’s Investors Service, Inc.


 


“Multiemployer
Plan”:  a Plan which is a
multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“New Peso
Lender”:  as defined in
subsection 6.20(a).


 


“Non-Acceptance
Lender”:  a Canadian Lender that does
not accept Bankers’ Acceptances.


 


“Non-Excluded
Taxes”:  as defined in subsection 6.13(a).


 


20





















 


“Non-Increasing
Lenders”:  as defined in subsection 6.18(a).


 


“Non-US
Borrower”:  each of Reebok UK, Reebok
Canada, Sport and the Mexican Borrower.


 


“Note”:  as defined in subsection 6.1(h).


 


“Notes”:  the collective reference to the Notes.


 


“Notice of
Borrowing”:  (a) with respect to a
request for a Borrowing hereunder, a request in the form of Exhibit C-1
hereto, (b) with respect to a request for continuation of a Loan hereunder, a
request in the form of Exhibit C-2 hereto and (c) with respect to a
request for conversion of a Loan hereunder, a request in the form of Exhibit C-3
hereto, in each case delivered by a Responsible Officer of the applicable
Borrower to the applicable Administrative Agent hereunder.


 


“Notice of
Competitive Bid Request”:  a
notification made pursuant to Section 5 in the form of Exhibit F-2.


 


“Participant”:  as defined in subsection 14.6(b).


 


“PBGC”:  the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA.


 


“Person”:  an individual, partnership, corporation,
limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Authority or other
entity of whatever nature.


 


“Peso Base
Rate”:  for any day, a rate per annum equal to the rate of interest per annum
determined from time to time by the Mexican Administrative Agent as its
reference rate of interest then in effect for determining interest rates on
commercial loans denominated in Pesos made by it in Mexico.  The determination by the Mexican
Administrative Agent of the Peso Base Rate shall be conclusive.


 


“Peso Base
Rate Loan”:  a Loan that bears
interest based on the Peso Base Rate.


 


“Peso
Commitment”:  with respect to each
Lender, the amount (denominated in Dollars) specified as such Lender’s “Peso
Commitment” in (a) the Register of the Mexican Administrative Agent on the
day on which the Peso Commitments are increased pursuant to
subsection 6.20 or (b) the Assignment and Acceptance pursuant to
which such Lender assumed a portion of the total Peso Commitment, in each case
as the same may be changed from time to time pursuant to the terms hereof.  The total Peso Commitment as of the Closing
Date is $0.


 


21





















 


“Peso
Extensions of Credit”:  as to any Peso
Lender at any time, an amount equal to the Dollar Equivalent of the aggregate
principal amount of all Loans made under the Peso Commitments held by such Lender
then outstanding.


 


“Peso
Lender”:  each Lender that has a Peso
Commitment or that holds Peso Loans.


 


“Peso Loan”:  as defined in subsection 2.1(c).


 


“Pesos”
or “Mxp”:  the lawful money of
Mexico.


 


“Plan”:  at a particular time, any employee benefit
plan which is covered by ERISA and in respect of which the Company or a
Commonly Controlled Entity is (or, if such plan were terminated at such time,
would under Section 4069 of ERISA be deemed to be) an “employer” as defined in
Section 3(5) of ERISA.


 


“Prime Rate”:  the rate of interest per annum publicly announced from time to
time by the General Administrative Agent (or, in the case of the U.S. Base
Rate, the Canadian Administrative Agent) as its prime rate in effect for Dollar
denominated loans at its principal office in New York City (or, in the case of
the Canadian Administrative Agent, at its principal office in Toronto).


 


“Properties”:  as defined in subsection 6.16(a).


 


“Pro Rata
Percentage”:  with respect to (i) any
US/UK Lender at any time, the percentage of the aggregate US/UK Commitments
represented by such US/UK Lender’s US/UK Commitment, (ii) any Canadian
Lender at any time, the percentage of the aggregate Canadian Commitments represented
by such Canadian Lender’s Canadian Commitment and (iii) any Peso Lender at
any time, the percentage of the aggregate Peso Commitments represented by such
Peso Lender’s Peso Commitment.  In the
event the Commitments of any Class shall have expired or been terminated, the
Pro Rata Percentages of such Class shall be determined on the basis of the
Commitments of such Class most recently in effect, giving effect to any
subsequent assignments.


 


“Register”:  as defined in subsection 14.6(d).


 


“Regulation
U”:  Regulation U of the Board of
Governors of the Federal Reserve System as in effect from time to time.


 


“Reimbursement
Obligation”:  with respect to any
Letter of Credit issued for the account of or at the request of an Account
Party, the obligation of such Account Party to reimburse the Issuing Bank with
respect thereto pursuant to subsection 3.5(a) for amounts drawn
thereunder.


 


“Related
Parties”:  as to any specified
Person, such Person’s Affiliates and the respective directors, officers,
employees, agents and advisors of such Person and such Person’s Affiliates.


 


22























 


“Reorganization”:  with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section
4241 of ERISA.


 


“Reportable
Event”:  any of the events set forth
in Section 4043(c) of ERISA, other than those events as to which the thirty day
notice period is waived under subsections .13, .14, .16, .18, .19 or .20 of
PBGC Reg. § 2615.


 


“Required
Lenders”:  at any time, Lenders then
having Commitments which aggregate more than 662/3% of
the sum of the Commitments then in effect; provided that, for purposes
of declaring the Loans to be due and payable pursuant to Section 12, and
for all purposes after the Loans become due and payable pursuant to
Section 12 or the Commitments shall have expired or been terminated, “Required
Lenders” means Lenders then having Extensions of Credit which aggregate more
than 662/3% of the total Extensions of Credit then
outstanding.


 


“Requirement
of Law”:  as to any Person, the
certificate of incorporation and by-laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any of its property or
to which such Person or any of its property is subject.


 


“Reset Date”:  as defined in subsection 1.3(a).


 


“Responsible
Officer”:  the chief executive
officer, the president, any executive vice president, the chief financial
officer, the treasurer and (solely for purposes of signing Notices of
Borrowing) the assistant treasurer of the Company, provided that solely
for purposes of signing Notices of Borrowing and Drafts for any Non-US Borrower,
the “Responsible Officers” of such Borrower shall be those Persons designated
by the Company in writing to the applicable Administrative Agents.


 


“S&P”:  Standard and Poor’s Ratings Service.


 


“Schedule I
Lender”:  any Canadian Lender named
in Schedule I to the Bank Act
(Canada).


 


“Schedule
II/III Reference Lenders”:  Credit
Suisse, Toronto Branch and other specified Canadian Lenders that are banks
named in Schedule II or Schedule III to the Bank Act
(Canada) and approved by the Canadian Borrowers and the Canadian Administrative
Agent.


 


“SPC”:  as defined in subsection 14.6(h).


 


“Single Employer
Plan”:  any Plan which is covered by
Title IV of ERISA, but which is not a Multiemployer Plan.


 


“Standby
Letter of Credit”:  as defined in subsection
3.1(b)(i)(l).


 


23





















 


“Sterling”
or “£”:  the lawful money of the
United Kingdom.


 


“Subsidiary”:  as to any Person, a corporation, partnership
or other entity of which shares of stock or other ownership interests having
ordinary voting power (other than stock or such other ownership interests
having such power only by reason of the happening of a contingency) to elect a
majority of the board of directors or other managers of such corporation,
partnership or other entity are at the time owned, or the management of which
is otherwise controlled, directly or indirectly through one or more
intermediaries, or both, by such Person; provided that (during such time
as common stock of the Company constitutes its only material asset) RBK
Holdings plc shall be deemed not to constitute a Subsidiary of the Company for any
purpose hereunder, other than for purposes of (a) calculation of financial
covenants and (b) presentation of financial statements.  Unless otherwise qualified, all references to
a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary
or Subsidiaries of the Company.


 


“Swingline
Commitment”:  the commitment of the
Swingline Lender to make loans pursuant to subsection 4.1, as the same may
be reduced from time to time pursuant to subsection 6.4.


 


“Swingline
Exposure”:  at any time the aggregate
principal amount at such time of all outstanding Swingline Loans.  The Swingline Exposure of any US/UK Lender at
any time shall equal its Pro Rata Percentage of the aggregate Swingline
Exposure at such time.


 


“Swingline
Lender”:  Credit Suisse, acting
through any of its Affiliates or branches, in its capacity as lender of
Swingline Loans hereunder.


 


“Swingline
Loan”:  any loan made by the
Swingline Lender pursuant to Section 4.


 


“Tax Credit”:  as defined in subsection 6.13(d).


 


“Termination
Date”:  the Initial Termination Date
or, if applicable, the last day of the Extension Period.


 


“TIIE Rate”:  for each Interest Period with respect to TIIE
Rate Loans, the Tasa de Interés Interbancaria de Equilibrio
(the Interbank Equilibrium Interest Rate) for Pesos for a period of
twenty-eight (28) days published in the “Diario Oficial de la
Federación” (Official Gazette of the Federation) and as replicated
as set forth under the heading “TIIE” or its equivalent as published by Banco
de México on its internet website page, http://www.banxico.org.mx/, or on the
Reuters Screen MEX06 Page across from the caption (“TIIE”), in either
case as of 2:00 p.m., Mexico City time, on the day that is one Business Day
prior to the commencement of the relevant Interest Period; provided, however,
in the event of any discrepancy between the rate published in the Diario Oficial de la Federación and the rate published by
the Banco de México on its internet website page or the Reuters Screen MEX06
Page on the day that is one Business Day prior to the 


 


24





















 


commencement of the relevant Interest Period, the rate published in the
Diario Oficial de la Federación will
govern, and provided, further, that if the rate is not published
in the Diario Oficial de la Federación, rates
replicated by the Banco de México on its internet website page or on the
Reuters Screen MEX06 Page shall not be used.


 


If, for any
Interest Period, the TIIE is not published in the Diario
Oficial de la Federación by 11:00 a.m., Mexico City time, the
Mexican Administrative Agent shall notify the Mexican Borrower and shall
instead determine the TIIE Rate on the second Business Day prior to the
commencement of the relevant Interest Period by calculating the arithmetic mean
(rounded upward to the nearest five decimal places) of the quotations advised
to the Mexican Administrative Agent at approximately 11:00 a.m., Mexico City
time, of the mid-market cost of funds for Pesos for a period of twenty-eight
(28) days by the Mexico City offices of three major banks in the Mexican
interbank market selected by the Mexican Administrative Agent.


 


“TIIE Rate
Loan”:  a Loan that bears interest
based on the TIIE Rate.


 


“Total
Commitments”:  at any time, the
aggregate amount of the Commitments then in effect.


 


“Total
Extensions of Credit”:  at any time,
the aggregate amount of the Extensions of Credit of the Lenders outstanding at
such time.


 


“Transferee”:  as defined in subsection 14.6(f).


 


“Type”:  (a) as to any Loan denominated in a US/UK
Committed Currency, its nature as an ABR Loan, U.S. Base Rate Loan or a
Eurocurrency Loan in a particular US/UK Committed Currency, (b) as to any
Loan denominated in Canadian Dollars, its nature as a BA Loan or a Canadian
Prime Loan and (c) as to any Loan denominated in Pesos, its nature as a
Peso Base Rate Loan or a TIIE Rate Loan.


 


“UK
Obligations”:  the unpaid principal
of, and interest on (including post-petition interest, whether allowed or
allowable), all obligations and liabilities of Reebok UK to the Administrative
Agents and the Lenders, whether direct or indirect, absolute or contingent, due
or to become due, now existing or hereafter incurred, which may arise under,
out of, or in connection with, this Agreement (including, without limitation,
any amendment and restatement or refinancing hereof) or any other document
executed and delivered in connection therewith or herewith, whether on account
of principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses (including, without limitation, all fees and disbursements of counsel
to any Administrative Agent or any Lender) or otherwise.


 


“USA PATRIOT
Act” shall mean The Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).


 


25





















 


“U.S. Base
Rate”:  for any day, a rate per annum equal to the greater of (a) the Prime Rate in
effect on such day or (b) the Federal Funds Effective Rate in effect on
such day plus 1⁄2 of 1%.  Any change in the
U.S. Base Rate due to a change in the Prime Rate or the Federal Funds Effective
Rate shall be effective as of the opening of business on the effective day of
such change in the Prime Rate or the Federal Funds Effective Rate,
respectively.


 


“U.S. Base
Rate Loans”:  any Canadian Loan
denominated in Dollars bearing interest at a rate determined by reference to
the U.S. Base Rate.


 


“US/UK
Alternative Currency”:  Sterling and
Euro.


 


“US/UK
Borrowers”:  the Company and Reebok
UK.


 


“US/UK
Commitments”:   (a) with respect
to each US/UK Lender that is a US/UK Lender on the date hereof, the amount set
forth opposite such US/UK Lender’s name on Schedule II as such US/UK
Lender’s “US/UK Commitment” reduced by the amount of any Peso Commitment of
such US/UK Lender assumed pursuant to subsection 6.20 and (b) in the
case of any US/UK Lender that becomes a US/UK Lender after the date hereof, the
amount specified as such US/UK Lender’s “US/UK Commitment” in the Assignment
and Acceptance pursuant to which such Lender assumed a portion of the total US/UK
Commitments, in each case of the same may be changed from time to time pursuant
to terms hereof.  The total US/UK Commitment
as of the Closing Date is $275,000,000.


 


“US/UK
Committed Currency”:  Dollars and
US/UK Alternative Currencies.


 


“US/UK
Extensions of Credit”:  as to any
US/UK Lender at any time, an amount equal to the sum of (a) such Lender’s
US/UK Revolving Credit Exposure at such time and (b) such Lender’s
Competitive Loan Exposure at such time.


 


“US/UK
Lenders”:  each Lender that has a
US/UK Commitment or that holds US/UK Loans.


 


“US/UK
Loans”:  as defined in subsection 2.1(a).


 


“US/UK
Revolving Credit Exposure”:  as to
any US/UK Lender at any time, an amount equal to the sum of (a) the Dollar
Equivalent of the aggregate principal amount of all Loans made under the US/UK
Commitments held by such Lender then outstanding, (b) such Lender’s Pro Rata
Percentage of the L/C Obligations then outstanding and (c) such Lender’s
Swingline Exposure.


 


1.2.  Other
Definitional Provisions.  (a)  Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in any Notes or any certificate or other document made or
delivered pursuant hereto.


 


26





















 


(b)  
As used herein and in any Notes, and any certificate or other document made or
delivered pursuant hereto, accounting terms relating to the Company and its Subsidiaries
not defined in subsection 1.1 and accounting terms partly defined in subsection
1.1, to the extent not defined, shall have the respective meanings given to
them under GAAP; provided, however, that if the Company notifies
the General Administrative Agent that the Company wishes to amend any covenant
in Section 10 or any related definition to eliminate the effect of any
change in GAAP occurring after the date of this Agreement on the operation of
such covenant (or if the General Administrative Agent notifies the Company that
the Majority Lenders wish to amend Section 10 or any related definition
for such purpose), then the Company’s compliance with such covenant shall be
determined on the basis of GAAP in effect immediately before the relevant
change in GAAP became effective, until either such notice is withdrawn or such
covenant is amended in a manner satisfactory to the Company and the Majority
Lenders.


 


(c)  
The words “hereof”, “herein” and “hereunder” and words of similar import when
used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Section, subsection, Schedule and
Exhibit references are to this Agreement unless otherwise specified.


 


(d)  
In the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including” and the words “to”
and “until” each mean “to but excluding”. 
Periods of days referred to in this Agreement shall be counted in
calendar days unless Business Days are expressly prescribed.  Any period determined hereunder by reference
to a month or months or year or years shall end on the day in the relevant
calendar month in the relevant year, if applicable, immediately preceding the
date numerically corresponding to the first day of such period, provided,
that if such period commences on the last day of a calendar month (or on a day
for which there is no numerically corresponding day in the calendar month
during which such period is to end), such period shall, unless otherwise
expressly required by the other provisions of this Agreement, end on the last
day of the calendar month.


 


(e)  
The meanings given to terms defined herein shall be equally applicable to both
the singular and plural forms of such terms.


 


1.3.  Exchange
Rates.  (a)  Not later than
1:00 p.m., New York City time, on each Calculation Date, the General Administrative
Agent shall (i) determine the Exchange Rate as of such Calculation Date with
respect to each Alternative Currency and (ii) give notice thereof to the Company.  The Exchange Rates so determined shall become
effective on the first Business Day immediately following the relevant
Calculation Date (a “Reset Date”), shall remain effective until the next
succeeding Reset Date, and shall for all purposes of this Agreement (other than
subsection 14.8 or any other provision expressly requiring the use of a current
Exchange Rate) be the Exchange Rates employed in converting any amounts between
Dollars and Alternative Currencies.


 


27





















 


(b)  
Not later than 5:00 p.m., New York City time, on each Reset Date (if any Loan
or Letter of Credit denominated in an Alternative Currency is to be outstanding
on such Reset Date) and each date on which Loans or Letters of Credit
denominated in any Alternative Currency are made or issued, as the case may be,
the General Administrative Agent shall (i) determine the aggregate amount
of (x) the total Extensions of Credit then outstanding and (y) the
total Extensions of Credit of each Class of Commitments then outstanding (in
each case, after giving effect to any Loans or Letters of Credit denominated in
Alternative Currencies to be outstanding on such date) and (ii) notify the
Lenders and the Company of the results of such determination.


 


SECTION 2.           AMOUNT
AND TERMS OF COMMITMENTS


 


2.1.  Commitments.  (a)  Subject to the terms and
conditions hereof, each US/UK Lender severally agrees to make revolving credit
loans (the “US/UK Loans”) in any US/UK Committed Currency to any US/UK Borrower
from time to time during the Commitment Period in an aggregate principal amount
at any one time outstanding that will not result in (i) such US/UK Lender’s
US/UK Revolving Credit Exposure exceeding the amount of such US/UK Lender’s US/UK
Commitment (less the amount by which the Competitive Loans outstanding at such
time shall be deemed to have used the Available US/UK Commitment of such US/UK
Lender) or (ii) the total US/UK Extensions of Credit exceeding the total US/UK
Commitment.  During the Commitment Period,
the US/UK Borrowers may use the US/UK Commitments by borrowing, prepaying the US/UK
Loans in whole or in part, and reborrowing, all in accordance with the terms
and conditions hereof.  Subject to subsection
6.9, (x) each US/UK Borrowing denominated in Euros or Sterling shall be
comprised entirely of Eurocurrency Loans and (y) each US/UK Borrowing
denominated in Dollars shall be comprised entirely of ABR Loans or Eurocurrency
Loans as the applicable Borrower may request in accordance herewith.


 


(b)  
Subject to the terms and conditions hereof, each Canadian Lender severally
agrees to make revolving credit loans (the “Canadian Loans”) denominated
in Canadian Dollars or Dollars to either of the Canadian Borrowers or revolving
credit loans denominated in Dollars to any of the US/UK Borrowers in an
aggregate principal amount at any one time outstanding that will not result in
such Canadian Lender’s Canadian Extensions of Credit exceeding the amount of
such Canadian Lender’s Canadian Commitment.  During the Commitment Period, the Canadian
Borrowers and the US/UK Borrowers may use the Canadian Commitments by
borrowing, prepaying the Canadian Loans in whole or in part, and reborrowing,
all in accordance with the terms and conditions hereof.  Subject to subsection 6.9, (x) each
Canadian Borrowing denominated in Canadian Dollars shall be comprised entirely
of Canadian Prime Loans or BA Loans and (y) each Canadian Borrowing
denominated in Dollars shall be comprised entirely of (i) U.S. Base Rate Loans
or Eurocurrency Loans if made to a Canadian Borrower, or (ii) ABR Loans or
Eurocurrency Loans if made to a US/UK Borrower, in each case as the applicable
Borrower may request in accordance herewith.


 


(c)  
Subject to the terms and conditions hereof, each Peso Lender severally agrees
to make revolving credit loans (the “Peso Loans”) denominated in Pesos


 


28





















 


or Dollars to the Mexican Borrower or revolving
credit loans denominated in Dollars to any of the US/UK Borrowers in an
aggregate principal amount at any one time outstanding that will not result in
such Peso Lender’s Peso Extensions of Credit exceeding the amount of such Peso
Lender’s Peso Commitment.  During the
Commitment Period, the Mexican Borrower and the US/UK Borrowers may use the
Peso Commitments by borrowing, prepaying the Peso Loans in whole or in part,
and reborrowing, all in accordance with the terms and conditions hereof.  Subject to subsection 6.9, (x) each
Peso Borrowing denominated in Pesos shall be comprised of TIIE Rate Loans or
Peso Base Rate Loans and (y) each Peso Borrowing denominated in Dollars
shall be comprised of ABR Loans or Eurocurrency Loans, in each case as the
applicable Borrower may request in accordance herewith.


 


(d)  
Each Lender at its option may make any Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan, subject to subsection 6.15;
provided that (i) any exercise of such option shall not affect the
obligation of any Borrower to repay such Loan in accordance with the terms of
this Agreement, (ii) subject to subsection 14.17, all Loans made to a
Canadian Borrower shall be made and held by a Canadian Resident as defined in
clause (a) of the definition thereof and all Canadian Loans made to a US/UK
Borrower shall be made and held by a Canadian Resident as defined in clause (b)
of the definition thereof and (iii) subject to subsection 14.17, all
Loans made to the Mexican Borrower shall be made and held by a Mexican Resident
as defined in clause (a) of the definition thereof and all Peso Loans made to a
US/UK Borrower shall be made and held by a Mexican Resident as defined in
clause (b) of the definition thereof.


 


(e)  
Subject to subsection 6.19(a) in the case of BA Loans, at the
commencement of each Interest Period (or Contract Period, in the case of
BA Loans) for any Borrowing, such Borrowing shall be in an aggregate
amount that is at least equal to the Borrowing Minimum and an integral multiple
of the Borrowing Multiple; provided that (i) if the then Available
Commitments of any Class are less than the Dollar Equivalent of the Borrowing Minimum
for such Class, then an ABR Borrowing, U.S. Base Rate Borrowing, Canadian Prime
Borrowing or Peso Base Rate Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the total Commitments of such Class and
(ii) Borrowings made in respect of Letter of Credit reimbursements under
subsection 3.5(c) may be in the amount contemplated thereby.  Borrowings of more than one Type may be
outstanding at the same time; provided that there shall not at any time
be more than a total of 20 Interest Periods (other than in respect of
Competitive Loans) and five Contract Periods in effect.


 


2.2.  Procedure
for Borrowing.  (a)  Any US/UK
Borrower may borrow under the US/UK Commitments in any US/UK Committed Currency
during the Commitment Period on any Business Day, provided that (i) in
the case of an ABR Borrowing, such Borrower shall deliver to the General Administrative
Agent such Borrower’s irrevocable Notice of Borrowing prior to 10:00 a.m., New
York City time, on the Business Day of the proposed Borrowing and (ii) in
the case of a Eurocurrency Borrowing, such Borrower shall deliver to the General
Administrative Agent such 


 


29





















 


Borrower’s irrevocable Notice of Borrowing
not later than 11:00 a.m., New York City time, three Business Days before the
date of the proposed Borrowing, in each case specifying the following
information:


 


(1)  the
Borrower requesting such Borrowing;


 


(2)  the
currency and aggregate principal amount of the requested Borrowing;


 


(3)  the
date of the requested Borrowing, which shall be a Business Day;


 


(4)  whether
the requested Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;


 


(5)  in
the case of a Eurocurrency Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of
the term “Interest Period”; and


 


(6)  the
location and number of the Borrower’s account to which funds are to be
disbursed.


 


If no currency
is specified with respect to any requested Eurocurrency Borrowing, then the
Borrower shall be deemed to have selected Dollars.  If no election as to the Type of Borrowing is
specified, then the requested Borrowing shall be (i) in the case of a Borrowing
denominated in Dollars, an ABR Borrowing, and (ii) in the case of a Borrowing
denominated in an Alternative Currency, a Eurocurrency Borrowing.  If no Interest Period is specified with
respect to any requested Eurocurrency Borrowing, then the Borrower shall be
deemed to have selected an Interest Period of one month’s duration.  If no Commitment is specified with respect to
any requested Borrowing, then the Borrower shall be deemed to have selected the
US/UK Commitments.  Notwithstanding the
foregoing, this subsection 2.2 shall not apply to Swingline Loans or
Competitive Loans, which shall be made in accordance with Sections 4 and
5, respectively.


 


(b)  
Each Canadian Borrower may borrow under the Canadian Commitments in Canadian
Dollars and in Dollars and each US/UK Borrower may borrow under the Canadian
Commitments in Dollars during the Commitment Period on any Business Day, provided
that (i) in the case of a Borrowing of ABR Loans, U.S. Base Rate Loans or
Canadian Prime Loans, such Borrower shall deliver to the Canadian
Administrative Agent such Borrower’s irrevocable Notice of Borrowing prior to 10:00 a.m.,
Toronto time, on the Business Day of the proposed Borrowing, (ii) in the
case of a Borrowing of BA Loans, such Borrower shall deliver to the Canadian
Administrative Agent such Borrower’s irrevocable Notice of Borrowing not later
than 12:00 (noon), Toronto time, at least two Business Days before the date of
the proposed Borrowing or (iii) in the case of a Borrowing of Eurocurrency
Loans, such Borrower shall deliver to the Canadian Administrative Agent such
Borrower’s irrevocable Notice of Borrowing not 


 


30





















 


later than 12:00 (noon), Toronto time, at least
three Business Days before the date of the proposed Borrowing, in each case
specifying the following information:


 


(1)  the
Borrower requesting such Borrowing;


 


(2)  the
currency and aggregate principal amount of the requested Borrowing;


 


(3)  the
date of the requested Borrowing, which shall be a Business Day;


 


(4)  whether
the requested Borrowing is to consist of BA Loans, Eurocurrency Loans, ABR
Loans, U.S. Base Rate Loans or Canadian Prime Loans;


 


(5)  in
the case of Eurocurrency Loans, the initial Interest Period to be applicable
thereto, which shall be a period contemplated by the definition of the term “Interest
Period”;


 


(6)  in
the case of BA Loans, the Contract Period and maturity date with respect
thereto, which shall be a period contemplated by the definition of the term “Contract
Period”; and


 


(7)  the
location and number of such Borrower’s account to which funds are to be
disbursed.


 


If no currency
is specified with respect to any requested Canadian Borrowing by a Canadian
Borrower, then the applicable Canadian Borrower shall be deemed to have
selected Canadian Dollars.  If no
election as to the Type of Borrowing is specified, then the requested Borrowing
shall be (i) in the case of a Borrowing denominated in Dollars, a U.S.
Base Rate Borrowing in the case of a Canadian Borrower or an ABR Borrowing in
the case of a US/UK Borrower and (ii) in the case of a Borrowing
denominated in Canadian Dollars, a Canadian Prime Rate Borrowing.  If no Interest Period or Contract Period, as applicable,
is specified with respect to any requested Eurocurrency Borrowing or BA Borrowing,
then the Borrower shall be deemed to have selected an Interest Period or
Contract Period, as applicable, of one month’s duration.


 


(c)  
The Mexican Borrower may borrow under the Peso Commitments in Pesos and in
Dollars and each US/UK Borrower may borrow under the Peso Commitments in
Dollars during the Commitment Period on any Business Day, provided that
(i) in the case of a Borrowing of ABR Loans and Peso Base Rate Loans, such
Borrower shall deliver to the Mexican Administrative Agent such Borrower’s
irrevocable Notice of Borrowing prior to 10:00 a.m., Mexico City time, on the
Business Day before the date of the proposed Borrowing or (ii) in the case of a
Borrowing of TIIE Rate Loans or Eurocurrency Loans, such Borrower shall deliver
to the Mexican Administrative Agent such Borrower’s irrevocable Notice of
Borrowing not later than 11:00 a.m., Mexico City time, at least three Business
Days before the date of the proposed Borrowing, in each case specifying the
following information:


 


31





















 


(1)  the Borrower requesting such
Borrowing;


 


(2)  the currency and aggregate
principal amount of the requested Borrowing;


 


(3)  the date of the requested
Borrowing, which shall be a Business Day;


 


(4)  whether the requested
Borrowing is to consist of Eurocurrency Loans, TIIE Rate Loans or ABR Loans;


 


(5)  in the case of Eurocurrency
Loans, the initial Interest Period to be applicable thereto, which shall be a
period contemplated by the definition of the term “Interest Period”; and


 


(6)  the location and number of such
Borrower’s account to which funds are to be disbursed.


 


If no currency
is specified with respect to any requested Mexican Borrowing by the Mexican
Borrower, then the Mexican Borrower shall be deemed to have selected
Pesos.  If no election as to the Type of
Borrowing is specified in the case of a Borrowing denominated in Dollars, then
the requested Borrowing shall be an ABR Borrowing.  If no Interest Period is specified with
respect to any requested Eurocurrency Borrowing, then the Borrower shall be
deemed to have selected an Interest Period of one month’s duration.


 


(d)  
Promptly following receipt of a Notice of Borrowing in accordance with this
Section, the applicable Administrative Agent shall advise each applicable Lender
of the details thereof and of the amount of such Lender’s Loan to be made as
part of the requested Borrowing.  Each applicable
Lender will make the amount of its pro rata
share of each Borrowing on the proposed date thereof by wire transfer of
immediately available funds by 11:00 a.m., Local Time, to the account of the applicable
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders.  The applicable Administrative
Agent will make such Loans available to the applicable Borrower by promptly
crediting the amounts so received, in like funds, to an account of such
Borrower designated by such Borrower in the applicable Notice of Borrowing.


 


2.3.  Use
of Proceeds of Loans.  The proceeds
of the Loans to each Borrower shall be utilized solely for general corporate
purposes in the ordinary course of business, including to refinance maturing
commercial paper and to finance acquisitions not prohibited hereby.


 


SECTION 3.           AMOUNT
AND TERMS OF LETTER OF CREDIT SUBFACILITY


 


3.1.  L/C
Commitment.  (a)  Subject to the terms and conditions
hereof, each Issuing Bank, in reliance on the agreements of the other US/UK Lenders
set forth in 


 


32





















 


subsection 3.4(a), agrees to issue any
Letters of Credit requested to be issued by it for the account of either
Account Party on any Business Day during the Commitment Period in such form as
may be approved from time to time by such Issuing Bank; provided that
such Issuing Bank shall not issue any Letter of Credit if, after giving effect
to such issuance, such Issuing Bank has actual knowledge that (i) the L/C
Obligations would exceed the L/C Commitment or (ii) the total US/UK Extensions
of Credit would exceed the total US/UK Commitments.


 


(b)  
Each Letter of Credit shall:


 


(i)       be either (1) a standby
letter of credit issued to support obligations of an Account Party and its
Subsidiaries, contingent or otherwise, for which Loans would be available (a “Standby
Letter of Credit”), or (2) a commercial letter of credit issued in
respect of the purchase of goods or services by an Account Party and its
Subsidiaries in the ordinary course of business (a “Commercial Letter of
Credit”);


 


(ii)      be denominated in a US/UK
Committed Currency; and


 


(iii)     expire no later than the
earlier of (1) one year following the date of issuance thereof and (2) five
days prior to the Termination Date; provided that any Letter of Credit
may provide for renewal thereof for additional one-year periods on an “evergreen”
basis (but not, in any event, beyond the date referred to in clause (2) above).


 


(c)  
No Issuing Bank shall at any time be obligated to issue any Letter of Credit
hereunder if such issuance would conflict with, or cause such Issuing Bank or
any L/C Participant to exceed any limits imposed by, any applicable Requirement
of Law.


 


3.2.  Procedure
for Issuance of Letters of Credit.  Either Account Party may from
time to time give notice to the General Administrative Agent that such Account
Party or any Subsidiary desires to have a Letter of Credit issued for its
account and specifying the proposed Issuing Bank with respect to such Letter of
Credit.  In the event that the proposed
Issuing Bank is reasonably acceptable to the General Administrative Agent, the
applicable Account Party shall request that such Issuing Bank issue a Letter of
Credit by delivering to such Issuing Bank (with a copy of such Application to
the General Administrative Agent, in the case of any Standby Letter of Credit)
at its address for notices specified herein an Application therefor, completed
to the satisfaction of the Issuing Bank, and such other certificates, documents
and other papers and information as the Issuing Bank may request.  Upon receipt of any Application, the Issuing
Bank will process such Application and the certificates, documents and other
papers and information delivered to it in connection therewith in accordance
with its customary procedures and shall promptly issue the Letter of Credit
requested thereby by issuing the original of such Letter of Credit to the
beneficiary thereof or as otherwise may be agreed by the Issuing Bank and the
applicable Account Party; provided that the Issuing Bank shall in no
event be required to issue any Letter of Credit earlier than one Business Day
(or, in the case of Standby Letters of Credit, three Business Days) after its
receipt of the


 


33





















 


Application therefor and all such other
certificates, documents and other papers and information relating thereto.  In the event that the Letter of Credit to be
issued is a Standby Letter of Credit, the Issuing Bank shall furnish a copy of
such Standby Letter of Credit to each of the General Administrative Agent and
the applicable Account Party promptly following the issuance thereof.


 


3.3.  Fees,
Commissions and Other Charges.  (a)  Each Account Party
shall pay to the General Administrative Agent, for the account of each Issuing
Bank and the L/C Participants, a Letter of Credit commission with respect to
each Standby Letter of Credit issued by such Issuing Bank for the account of or
at the request of such Account Party, computed for each day during the period
for which payment is due at the rate per
annum equal to the Applicable Margin in effect for Eurocurrency
Loans on such date (calculated on the basis of a 365- or 366-day year, as the
case may be) times the aggregate amount available to be drawn under such
Standby Letter of Credit on such date. 
Such commissions shall be payable, in arrears, on each L/C Fee Payment
Date to occur after the issuance of such Standby Letter of Credit and shall be
nonrefundable.


 


(b)  
Each Account Party shall pay to the relevant Issuing Bank, for its own account,
a fronting fee calculated on the face amount of each Letter of Credit issued by
such Issuing Bank for the account of or at the request of such Account Party at
a rate per annum to be agreed
upon between the applicable Account Party and such Issuing Bank.  Such fronting fees shall be calculated on the
basis of a 365- or 366-day year (as the case may be) and shall payable, in
arrears, on each L/C Fee Payment Date with respect to any such Letters of
Credit which were outstanding during the period for which payment is due.


 


(c)  
In addition to the foregoing fees and commissions, each Account Party shall pay
or reimburse each Issuing Bank for such normal and customary costs and expenses
as are incurred or charged by such Issuing Bank in issuing, effecting payment
under, amending or otherwise administering any Letter of Credit issued by it
for the account of or at the request of such Account Party.


 


(d)  
The General Administrative Agent shall, promptly following its receipt thereof,
distribute to the relevant Issuing Bank and the L/C Participants all fees and
commissions received by the General Administrative Agent for their respective
accounts pursuant to this subsection 3.3.


 


3.4.  L/C
Participations.  (a)  Each Issuing Bank irrevocably
agrees to grant and hereby grants to each L/C Participant, and, to induce such
Issuing Bank to issue Letters of Credit hereunder, each L/C Participant
irrevocably agrees to accept and purchase and hereby accepts and purchases from
the Issuing Bank, on the terms and conditions hereinafter stated, for such L/C
Participant’s own account and risk, an undivided interest equal to such L/C
Participant’s Pro Rata Percentage in the Issuing Bank’s obligations and rights
under each Letter of Credit issued by it hereunder and the amount of each draft
paid by the Issuing Bank thereunder. 
Each L/C Participant unconditionally and irrevocably agrees with such
Issuing Bank that, if a draft is paid 


 


34





















 


under any Letter of Credit for which such
Issuing Bank is not reimbursed in full by the applicable Account Party in
accordance with the terms of this Agreement, such L/C Participant shall pay to
such Issuing Bank (through the General Administrative Agent) upon demand an
amount equal to such L/C Participant’s Pro Rata Percentage of the amount of
such draft, or any part thereof, which is not so reimbursed, in the US/UK Committed
Currency of such draft.


 


(b)  
If any amount required to be paid by any L/C Participant to an Issuing Bank
pursuant to subsection 3.4(a) in respect of any unreimbursed portion of any
payment made by such Issuing Bank under any Letter of Credit issued by it is
paid to such Issuing Bank within three Business Days after the date such
payment is due, such L/C Participant shall pay to such Issuing Bank (through
the General Administrative Agent) on demand an amount equal to the product of
(i) such amount, times (ii) the daily average Federal Funds Effective
Rate (or, with respect to Letters of Credit which are denominated in US/UK
Alternative Currencies, the rate which reasonably represents such Issuing Bank’s
cost of funds), as quoted by such Issuing Bank, during the period from and
including the date on which such payment is required to the date on which such
payment is immediately available to such Issuing Bank, times (iii) a fraction
the numerator of which is the number of days that elapse during such period and
the denominator of which is 360.  If any
such amount required to be paid by any L/C Participant pursuant to subsection
3.4(a) is not in fact made available to such Issuing Bank by such L/C
Participant within three Business Days after the date such payment is due, such
Issuing Bank shall be entitled to recover from such L/C Participant, on demand,
such amount with interest thereon calculated from such due date at the rate per
annum applicable to ABR Loans hereunder (or, in the case of Letters of Credit
which are denominated in US/UK Alternative Currencies, at a rate equal to the
rate which is reasonably determined by such Issuing Bank to reflect its cost of
funding in the relevant currency plus the Applicable Margin then in effect with
respect to ABR Loans).  A certificate of
such Issuing Bank submitted to any L/C Participant (through the General Administrative
Agent) with respect to any amounts owing under this subsection 3.4 shall be
conclusive in the absence of manifest error.


 


(c)  
Whenever, at any time after (i) an Issuing Bank has made payment under any
Letter of Credit, (ii) such Issuing Bank has received from any L/C Participant
its pro rata share of such
payment in accordance with subsection 3.4(a) and (iii) such Issuing Bank
receives any payment related to such Letter of Credit (whether directly from
the applicable Account Party or otherwise, including proceeds of collateral
applied thereto by such Issuing Bank), or any payment of interest on account
thereof, such Issuing Bank will distribute to the General Administrative Agent
(for the account of such L/C Participant) such L/C Participant’s pro rata share thereof; provided, however,
that in the event that any such payment received by such Issuing Bank shall be
required to be returned by such Issuing Bank, such L/C Participant shall return
to such Issuing Bank (through the General Administrative Agent) the portion
thereof previously distributed by such Issuing Bank to it.


 


35





















 


3.5.  Reimbursement
Obligation of the Borrower.  (a)  Each Account Party
agrees to reimburse each Issuing Bank on each date on which such Issuing Bank
notifies such Account Party of the date and amount of a draft presented under
any Letter of Credit issued by such Issuing Bank for the account of or at the
request of such Account Party and paid by such Issuing Bank for the amount of
(i) such draft so paid and (ii) any taxes, fees, charges or other costs or
expenses incurred by such Issuing Bank in connection with such payment.  Each such payment shall be made to such
Issuing Bank at its address for notices specified herein in Dollars (or, in the
case of any Letter of Credit which is denominated in an Alternative US/UK
Currency, in the applicable US/UK Alternative Currency in which such Letter of
Credit is denominated) and in immediately available funds.


 


(b)  
Interest shall be payable on any and all amounts remaining unpaid by the
applicable Account Party under this subsection 3.5 from the date such amounts
become payable (whether at stated maturity, by acceleration or otherwise) until
payment in full at the rate which would be payable on any outstanding ABR Loans
which were then overdue (or, in the case of Letters of Credit which are
denominated in Alternative US/UK Currencies, at a rate equal to the rate which
is reasonably determined by the relevant Issuing Bank to reflect its cost of
funding in the relevant US/UK Alternative Currency plus 2% above the Applicable
Margin then in effect with respect to ABR Loans).


 


(c)  
Each L/C Disbursement shall (unless it is reimbursed by the applicable Account
Party on the date of drawing) constitute a request by such Account Party to the
General Administrative Agent for a US/UK Borrowing pursuant to subsection 2.2
of ABR Loans in the amount of such L/C Disbursement (or, in the case of an L/C
Disbursement denominated in a US/UK Alternative Currency, for an ABR Borrowing
in the amount which is reasonably determined by the General Administrative
Agent to be the Dollar Equivalent of the amount of such L/C Disbursement).  The borrowing date with respect to such
Borrowing shall be the date of such L/C Disbursement.


 


3.6.  Obligations
Absolute.  (a)  Each Account Party’s obligations under
this Section 3 shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to
payment which such Account Party may have or have had against any Issuing Bank
or any beneficiary of a Letter of Credit.


 


(b)  
Each Account Party also agrees with each Issuing Bank that such Issuing Bank
shall not be responsible for, and such Account Party’s Reimbursement
Obligations under subsection 3.5(a) shall not be affected by, among other
things, (i) the validity or genuineness of documents or of any endorsements
thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged, or (ii) any dispute between or among such Account Party
and any beneficiary of any Letter of Credit or any other party to which such
Letter of Credit may be transferred or (iii) any claims whatsoever of such
Account Party against any beneficiary of such Letter of Credit or any such
transferee.


 


36





















 


(c)  
No Issuing Bank shall be liable for any error, omission, interruption or delay
in transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit issued by such Issuing
Bank, except for errors or omissions caused by such Issuing Bank’s gross
negligence or willful misconduct.


 


(d)  
Each Account Party agrees that any action taken or omitted by an Issuing Bank
under or in connection with any Letter of Credit or the related drafts or
documents, if done in the absence of gross negligence or willful misconduct and
in accordance with the standards of care specified in the Uniform Commercial
Code of the State of New York, shall be binding on such Account Party and shall
not result in any liability of such Issuing Bank to such Account Party.


 


3.7.  Letter
of Credit Payments.  The responsibility of each Issuing Bank to
an Account Party in connection with any draft presented for payment under any
Letter of Credit shall, in addition to any payment obligation expressly
provided for in such Letter of Credit, be limited to determining that the
documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are in conformity with such Letter of Credit.


 


3.8.  Application.  To
the extent that any provision of any Application related to any Letter of
Credit is inconsistent with the provisions of this Section 3, the provisions of
this Section 3 shall apply.


 


3.9.  Reporting
by Issuing Banks.  (a)  Each Issuing Bank hereby agrees
to provide to the General Administrative Agent prompt notice of (i) the
issuance by it of any Letter of Credit, (ii) the amendment of any Letter of
Credit issued by it, (iii) the termination thereof, (iv) the presentation of
any draft thereunder and (v) the reimbursement by an Account Party of such
draft; provided, however, that, with respect to Commercial
Letters of Credit, such notice shall take the form of a summary report which
shall be provided to the General Administrative Agent (x) on the first Business
Day of each week, (y) on the last Business Day of each calendar month and (z)
at such other times (including, without limitation, daily) as the General Administrative
Agent may from time to time request.


 


(b)  
Each Issuing Bank hereby agrees to provide to the General Administrative Agent
on the last Business Day of each calendar month, a summary showing the
outstanding balances of the Letters of Credit issued by such Issuing Bank on
each day during the month then ended.


 


SECTION 4.           TERMS OF
SWINGLINE SUBFACILITY


 


4.1.  Swingline
Commitment.  Subject to the terms and
conditions and relying upon the representations and warranties herein set
forth, the Swingline Lender agrees to make loans denominated in Dollars to the
Company from time to time during the Commitment Period in an aggregate
principal amount at any one time outstanding that will not result in
(i) the aggregate principal amount of all Swingline Loans exceeding 


 


37





















 


$25,000,000 or (ii) the aggregate US/UK Extensions
of Credit after giving effect to any Swingline Loan exceeding the total US/UK
Commitments.  Each Swingline Loan shall
be in a principal amount that is an integral multiple of $250,000.  The Swingline Commitment may be terminated or
reduced from time to time as provided herein.  During the Commitment Period, the Company may use
the Swingline Commitment by borrowing, prepaying the Swingline Loans in whole
or in part, and reborrowing Swingline Loans hereunder, all in accordance with
the terms and conditions hereof.


 


4.2.  Swingline Loans.  The Company shall deliver to the General
Administrative Agent an irrevocable Swingline Notice of Borrowing prior to 1:00
p.m., New York City time, on the Business Day of a proposed Swingline
Loan.  Such notice shall be irrevocable
and shall refer to this Agreement and shall specify the requested date (which
shall be a Business Day) and amount of such Swingline Loan, the wire transfer
instructions for the account of the Company to which the proceeds of the
Swingline Loan should be disbursed and any additional information required
under subsection 2.2(a).  The General
Administrative Agent will promptly advise the Swingline Lender of any notice
received from the Company pursuant to this paragraph (b).  The Swingline Lender shall make each
Swingline Loan by wire transfer to the account specified in such request.


 


4.3.  Prepayment.  The Company may at any time and from time to
time on any Business Day prepay any Swingline Loan, in whole or in part, without
premium or penalty, upon notice to the Swingline Lender and to the General
Administrative Agent prior to 11:00 a.m., New York City time, on the date of prepayment.


 


4.4.  Interest.  Each Swingline Loan shall be an ABR Loan and
shall bear interest as provided in subsection 6.7.


 


4.5.  Participations.  The Swingline Lender may by written notice
given to the General Administrative Agent not later than 1:00 p.m., New
York City time, on any Business Day require the US/UK Lenders to acquire
participations on such Business Day in all or a portion of the Swingline Loans
outstanding.  Such notice shall specify
the aggregate amount of Swingline Loans in which US/UK Lenders will participate.  The General Administrative Agent will,
promptly upon receipt of such notice, give notice to each US/UK Lender,
specifying in such notice such Lender’s Pro Rata Percentage of such Swingline
Loan or Loans.  In furtherance of the
foregoing, each US/UK Lender hereby absolutely and unconditionally agrees, upon
receipt of notice as provided above, to pay to the General Administrative
Agent, for the account of the Swingline Lender, such Lender’s Pro Rata
Percentage of such Swingline Loan or Loans. 
Each US/UK Lender acknowledges and agrees that its obligation to acquire
participations in Swingline Loans pursuant to this paragraph is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or an Event of Default,
and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.  Each
US/UK Lender shall comply with its obligation under this paragraph by wire
transfer of immediately available funds, in the same manner as provided in subsection 2.2(d)
with respect to Loans made by such Lender (and subsection 2.2(d) shall
apply, mutatis mutandis, to the
payment obligations 


 


38





















 


of the US/UK Lenders) and the General Administrative
Agent shall promptly pay to the Swingline Lender the amounts so received by it
from the US/UK Lenders.  The General Administrative
Agent shall notify the Company of any participations in any Swingline Loan
acquired pursuant to this paragraph and thereafter payments in respect of such
Swingline Loan shall be made to the General Administrative Agent and not to the
Swingline Lender.  Any amounts received
by the Swingline Lender from the Company (or other party on behalf of the
Company) in respect of a Swingline Loan after receipt by the Swingline Lender
of the proceeds of a sale of participations therein shall be promptly remitted
to the General Administrative Agent; any such amounts received by the General Administrative
Agent shall be promptly remitted by the General Administrative Agent to the US/UK
Lenders that shall have made their payments pursuant to this paragraph and to
the Swingline Lender, as their interests may appear. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve
the Company (or other party liable for obligations of the Company) of any
default in the payment thereof.


 


SECTION 5.           COMPETITIVE
BID LOANS.


 


5.1.  Competitive
Bid Procedure.  (a)    Subject
to the terms and conditions set forth herein, from time to time during the Commitment
Period the Company may request Competitive Bids for Competitive Loans
denominated in Dollars and the Company may (but shall not have any obligation
to) accept Competitive Bids and borrow Competitive Loans; provided that no Competitive Loan may be requested
that would result in the sum of the total US/UK Extensions of Credit exceeding
the total US/UK Commitments.  Each
Competitive Borrowing shall be comprised entirely of Eurocurrency Loans or
Fixed Rate Loans as the Company may request in accordance herewith and shall be
in an aggregate amount that is an integral multiple of $1,000,000 and not less
than $5,000,000.  To request Competitive
Bids, the Company shall hand deliver or telecopy to the General Administrative
Agent a duly completed Competitive Bid Request in the form of Exhibit F-1
hereto, to be received by the General Administrative Agent, in the case of a
Eurocurrency Borrowing, not later than 10:00 a.m., New York City
time, four Business Days before the date of the proposed Borrowing and, in the
case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York
City time, two Business Days before the date of the proposed Borrowing.  A Competitive Bid Request that does not
conform substantially to Exhibit F-1 may be rejected in the General
Administrative Agent’s sole discretion, and the General Administrative Agent
shall promptly notify the Company of such rejection by telecopy.  Each Competitive Bid Request shall specify
the following information in compliance with subsection 2.2:


 


(1)  aggregate principal amount of
the requested Borrowing;


 


(2)  the date of the requested Borrowing,
which shall be a Business Day;


 


(3)  whether the requested Borrowing
is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing;


 


(4)  the Interest Period to be
applicable to such Borrowing, which shall be a period contemplated by the
definition of the term “Interest Period”; and


 


39





















 


(5)  the location and number of
the Company’s account to which funds are to be disbursed.


 


Promptly
following receipt of a Competitive Bid Request in accordance with this Section 5,
the General Administrative Agent shall notify the US/UK Lenders of the details
thereof by telecopy, inviting the US/UK Lenders to submit Competitive Bids.


 


(b)  
Each US/UK Lender may (but shall not have any obligation to) make one or more
Competitive Bids to the Company in response to a Competitive Bid Request.  Each Competitive Bid by a US/UK Lender must
be received by the General Administrative Agent by telecopy, in the form of Exhibit F-3
hereto, in the case of a Eurocurrency Competitive Borrowing, not later than
9:30 a.m., New York City time, three Business Days before the
proposed date of such Competitive Borrowing, and in the case of a Fixed Rate
Borrowing, not later than 11:30 a.m., New York City time, one
Business Day before the proposed date of such Competitive Borrowing.  Competitive Bids that do not conform
substantially to the format of Exhibit F-3 may be rejected by the General
Administrative Agent, and the General Administrative Agent shall notify the
applicable US/UK Lender as promptly as practicable.  Each Competitive Bid shall specify
(i) the principal amount of the Competitive Loan or Loans that the US/UK Lender
is willing to make (which shall be a minimum of $5,000,000 and an integral
multiple of $1,000,000, and which may equal the entire principal amount of the
Competitive Borrowing Request by the Company), (ii) the Competitive Bid
Rate or Rates at which the US/UK Lender is prepared to make such Loan or Loans
(expressed as a percentage rate per annum in the form of a decimal to no more
than four decimal places) and (iii) the Interest Period applicable to each
such Loan and the last day thereof.


 


(c)  
The General Administrative Agent shall promptly notify the Company by telecopy
of the Competitive Bid Rate and the principal amount specified in each
Competitive Bid and the identity of the US/UK Lender that shall have made such
Competitive Bid.


 


(d)  
Subject only to the provisions of this paragraph, the Company may accept or
reject any Competitive Bid.  The Company shall
notify the General Administrative Agent by telephone, confirmed by telecopy in
the form of a Competitive Bid Accept/Reject Letter, whether and to what extent
it has decided to accept or reject each Competitive Bid, in the case of a
Eurocurrency Competitive Borrowing, not later than 2:00 p.m.,
New York City time, three Business Days before the date of the proposed
Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later
than 2:00 p.m., New York City time, on the proposed date of the
Competitive Borrowing; provided that (i) the failure of the Company
to give such notice shall be deemed to be a rejection of each Competitive Bid,
(ii) the Company shall not accept a Competitive Bid made at a particular
Competitive Bid Rate if the Company rejects a Competitive Bid made at a lower
Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids
accepted by the Company shall not exceed the aggregate amount of the requested
Competitive Borrowing specified in the related Competitive Bid Request,
(iv) to the extent necessary to comply with clause (iii) above, the
Company may accept Competitive


 


40





















 


Bids at the same Competitive Bid Rate in
part, which acceptance, in the case of multiple Competitive Bids at such
Competitive Bid Rate, shall be made pro rata in
accordance with the amount of each such Competitive Bid and (v) except
pursuant to clause (iv) above, no Competitive Bid shall be accepted for a
Competitive Loan unless such Competitive Loan is in a minimum principal amount
of $5,000,000 and an integral multiple of $1,000,000; provided  further
that if a Competitive Loan must be in an amount less than $5,000,000 because of
the provisions of clause (iv) above, such Competitive Loan may be for a
minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple
Competitive Bids at a particular Competitive Bid Rate pursuant to
clause (iv) the amounts shall be rounded to integral multiples of $1,000,000
in a manner which shall be in the discretion of the Company.  A notice given by the Company pursuant to
this paragraph (d) shall be irrevocable.


 


(e)  
The General Administrative Agent shall promptly notify each bidding US/UK Lender
by telecopy whether or not its Competitive Bid has been accepted (and, if so,
the amount and Competitive Bid Rate so accepted), and each successful bidder
will thereupon become bound, subject to the terms and conditions hereof, to
make the Competitive Loan in respect of which its Competitive Bid has been
accepted.


 


(f)  
If the General Administrative Agent shall elect to submit a Competitive Bid in
its capacity as a US/UK Lender, it shall submit such Competitive Bid directly
to the Company at least one quarter of an hour earlier than the time by which
the other US/UK Lenders are required to submit their Competitive Bids to the General
Administrative Agent pursuant to paragraph (b) of this subsection 5.1.


 


(g)  
All notices required by this subsection 5.1 shall be given in accordance
with subsection 14.2.


 


SECTION 6.           PROVISIONS RELATING TO THE
EXTENSIONS OF CREDIT; FEES AND PAYMENTS


 


6.1.  Repayment
of Loans; Evidence of Debt.  (a)  Each
Borrower hereby unconditionally promises to pay to the applicable Administrative
Agent for the account of each Lender on the Termination Date (or such earlier
date on which the Loans become due and payable pursuant to Section 12) the then
unpaid principal amount of the Loans (other than Competitive Loans) made by
such Lender to such Borrower.


 


(b)  
The Company hereby unconditionally promises to pay to the General
Administrative Agent for the account of each US/UK Lender the then unpaid
principal amount of each Competitive Loan made by such US/UK Lender on the last
day of the Interest Period applicable to such Loan (or such earlier date on
which such Competitive Loan becomes due and payable pursuant to Section 12).


 


(c)  
Except as provided in subsection 14.17, the principal of each Loan shall
be payable in the currency in which such Loan was made.  Each Borrower hereby further agrees to pay
interest in such currency on the unpaid principal amount of the


 


41





















 


Loans made to such Borrower from time to time
outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in subsection 6.7.  Notwithstanding anything to the contrary
contained herein, in no event shall Reebok UK, the Canadian Borrowers or the
Mexican Borrower have any liability to the Agents or any Lender for liabilities
hereunder on account of which the Company is the primary obligor.


 


(d)  
If at any time, as a result of fluctuations in Exchange Rates, either (i) the
total Extensions of Credit of any Class then outstanding would exceed the total
Commitments of such Class then in effect, or (ii) the Total Extensions of
Credit then outstanding would exceed the Total Commitments then in effect, then
each Borrower hereby unconditionally promises, on the Business Day following
notice thereof from an Administrative Agent, to repay or prepay (or, in the
case of Borrowings composed of BA Loans, defease) Borrowings of the
relevant Class or Classes in an amount sufficient to eliminate any such excess.


 


(e)  
Each Lender shall maintain in accordance with its usual practice an account or
accounts evidencing indebtedness of each Borrower to such Lender resulting from
each Loan of such Lender from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time under this
Agreement.


 


(f)  
Each Administrative Agent shall maintain a Register pursuant to subsection 14.6(d),
and a subaccount therein for each applicable Lender, in which shall be recorded
(i) the amount of each Loan made hereunder, the Class and Type thereof and
each Interest Period or Contract Period, as the case may be, applicable
thereto, (ii) the amount of any principal or interest due and payable or
to become due and payable from each Borrower to each Lender hereunder and (iii)
both the amount of any sum received by such Administrative Agent hereunder from
each Borrower and each Lender’s share thereof.


 


(g)  
The entries made in each Register and the accounts of each Lender maintained
pursuant to subsection 6.1(g) shall, to the extent permitted by applicable law,
be prima facie evidence of the
existence and amounts of the obligations of each Borrower therein recorded; provided,
however, that the failure of any Lender or any Administrative Agent to
maintain a Register or any such account, or any error therein, shall not in any
manner affect the obligation of any Borrower to repay (with applicable
interest) the Loans made to such Borrower by such Lender in accordance with the
terms of this Agreement.


 


(h)  
Each Borrower agrees that, upon request of any Lender through the applicable Administrative
Agent, such Borrower will execute and deliver to such Lender a promissory note
payable to the order of such Lender (or, if requested by such Lender, to such
Lender and its registered assigns), substantially in the form of Exhibit A
with appropriate insertions as to date and principal amount (the “Note”).


 


6.2.  Facility Fee.  (a)  (i)  The US/UK Borrowers
agree to pay to the General Administrative Agent for the account of each US/UK Lender
a facility fee (a


 


42





















 


“Facility Fee”) in Dollars, which
shall accrue at the Applicable Facility Fee Rate on the daily amount of the US/UK
Commitment of such US/UK Lender (whether used or unused) during the period from
and including the date hereof to but excluding the date on which such US/UK Commitment
terminates; provided that, if such Lender continues to have any outstanding
US/UK Revolving Credit Exposure after its US/UK Commitment terminates, then
such Facility Fee shall continue to accrue on the daily amount of such US/UK Lender’s
outstanding US/UK Revolving Credit Exposure from and including the date on
which its US/UK Commitment terminates to but excluding the date on which such
Lender ceases to have any outstanding US/UK Revolving Credit Exposure.


 


(ii)  To
the extent not paid by the Company, the Canadian Borrowers agree to pay to the Canadian
Administrative Agent for the account of each Canadian Lender a Facility Fee in
Dollars, which shall accrue at the Applicable Facility Fee Rate on the daily
amount of the Canadian Commitment of such Canadian Lender (whether used or
unused) during the period from and including the date hereof to but excluding
the date on which such Commitment terminates; provided that, if such
Lender continues to have any outstanding Canadian Extensions of Credit after
its Canadian Commitment terminates, then such Facility Fee shall continue to
accrue on the daily amount of such Canadian Lender’s outstanding Canadian
Extensions of Credit from and including the date on which its Canadian Commitment
terminates to but excluding the date on which such Lender ceases to have any
outstanding Canadian Extensions of Credit.


 


(iii)  To
the extent not paid by the Company, the Mexican Borrower agrees to pay to the Mexican
Administrative Agent for the account of each Peso Lender a Facility Fee in
Dollars, which shall accrue at the Applicable Facility Fee Rate on the daily
amount of the Peso Commitment of such Peso Lender (whether used or unused)
during the period from and including the date hereof to but excluding the date
on which such Commitment terminates; provided that, if such Lender
continues to have any outstanding Peso Extensions of Credit after its Peso
Commitment terminates, then such Facility Fee shall continue to accrue on the
daily amount of such Peso Lender’s outstanding Peso Extensions of Credit from
and including the date on which its Peso Commitment terminates to but excluding
the date on which such Lender ceases to have any outstanding Peso Extensions of
Credit.


 


(iv)  Accrued
Facility Fees shall be payable in arrears on the last Business Day of March,
June, September and December of each year and on the date on which the applicable
Commitments terminate, commencing on the first such date to occur after the
date hereof; provided that any Facility Fees accruing after the date on
which the applicable Commitments terminate shall be payable on demand.


 


(b)  
  Each Borrower agrees to pay to the applicable Administrative Agent,
for its own account, fees payable in the amounts and at the times separately
agreed upon between such Borrower and the applicable Administrative Agent.


 


(c)  
All fees payable hereunder shall be paid on the dates due, in immediately
available funds, to the applicable Administrative Agent for distribution, in 


 


43





















 


the case of Facility Fees, to the applicable Lenders.  Fees paid shall not be refundable absent
manifest error in payment or computation.


 


6.3.  Optional
Prepayments.  Each Borrower may at
any time and from time to time prepay the Loans included in any Borrowing or
Borrowings owing by it (other than BA Loans, which may, however, be defeased
as provided below), in whole or in part, without premium or penalty, upon at
least three Business Days’ (or, in the case of prepayments of ABR Loans, U.S.
Base Rate Loans, Canadian Prime Loans or Peso Base Rate Loans, one Business Day’s)
irrevocable notice to the Administrative Agent for the Class of Commitments
under which such Borrowing was made (which notice must be received by such Administrative
Agent prior to 10:00 a.m., New York City time (or 11:00 a.m., Mexico City time,
in the case of prepayments of Peso Loans), on the date upon which such notice
is due), specifying the date and amount of prepayment and the Borrowing or
Borrowings being prepaid (and, if more than one, the amount allocable to each);
provided that the Company shall not have the right to prepay any
Competitive Loan without the prior consent of the Lender thereof.  Upon receipt of any such notice, the applicable
Administrative Agent shall promptly notify each affected Lender thereof.  If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified
therein, together with any amounts payable pursuant to subsection 6.14 and,
except in the case of prepayments of Loans which are ABR Loans, U.S. Base Rate
Loans, Canadian Prime Loans or Peso Base Rate Loans, accrued interest to such
date on the amount prepaid.  Partial
prepayments shall be in an aggregate principal amount at least equal to the
Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof.  Each prepayment shall be applied ratably to
the Loans included in the prepaid Borrowing. 
A Canadian Borrower may defease any BA Loan by depositing with the
Canadian Administrative Agent an amount that, together with interest accruing
on such amount to the end of the Contract Period for such BA Loan at such
rate as the Canadian Administrative Agent shall specify upon receipt of such
amount, is sufficient to pay such maturing BA Loan when due.


 


6.4.  Optional
Termination or Reduction of Commitments. 
(i)   The US/UK Borrowers shall have the right, upon not less
than five Business Days’ notice to the General Administrative Agent, to
terminate the US/UK Commitments or, from time to time, to reduce the amount of
the US/UK Commitments; provided that no such termination or reduction
shall be permitted if, after giving effect thereto and to any prepayments of
the Loans made on the effective date thereof, the total US/UK Extensions of
Credit then outstanding would exceed the total US/UK Commitments then in effect.


 


(ii)  The
US/UK Borrowers and Canadian Borrowers shall have the right, upon not less than
five Business Days’ notice to the General Administrative Agent and the Canadian
Administrative Agent, to terminate the Canadian Commitments or, from time to
time, to reduce the amount of the Canadian Commitments; provided that no
such termination or reduction shall be permitted if, after giving effect
thereto and to any prepayments of the Loans made on the effective date thereof,
the total Canadian Extensions of Credit then outstanding would exceed the total
Canadian Commitments then in effect.


 


44





















 


(iii)  The
US/UK Borrowers and Mexican Borrower shall have the right, upon not less than
five Business Days’ notice to the General Administrative Agent and the Mexican
Administrative Agent, to terminate the Peso Commitments or, from time to time,
to reduce the amount of the Peso Commitments; provided that no such
termination or reduction shall be permitted if, after giving effect thereto and
to any prepayments of the Loans made on the effective date thereof, the total
Peso Extensions of Credit then outstanding would exceed the total Peso
Commitments then in effect.


 


(iv)  Any
such reduction shall be in a minimum amount equal to $10,000,000 (or, with respect
to the Canadian Commitments or the Peso Commitments, $5,000,000) or a whole
multiple of $1,000,000 in excess thereof and shall reduce permanently the
Commitments then in effect.


 


6.5.  Conversion
and Continuation Options.  (a)  Each
Borrower may elect from time to time to convert Eurocurrency Loans denominated
in Dollars to ABR Loans or, in the case of a Canadian Borrower, U.S. Base Rate Loans
by delivering to the Administrative Agent for the Class of Commitments under
which such Loans were issued an irrevocable Notice of Borrowing by 10:00 a.m.,
New York City time, at least one Business Day prior to the requested date of
conversion.  Each Borrower may elect from
time to time to convert ABR Loans or, in the case of a Canadian Borrower, U.S.
Base Rate Loans to Eurocurrency Loans denominated in Dollars by delivering to
the Administrative Agent for the Class of Commitments under which such Loans
were issued an irrevocable Notice of Borrowing by 10:00 a.m., New York City time,
at least three Business Days prior to the requested conversion date.  Each of the Canadian Borrowers may elect from
time to time to convert Canadian Prime Loans to BA Loans by delivering to the
Canadian Administrative Agent an irrevocable Notice of Borrowing by 12:00 (noon),
Toronto time, at least two Business Days prior to the requested conversion
date.  Each of the Canadian Borrowers may
elect from time to time to convert BA Loans to Canadian Prime Loans by
delivering to the Canadian Administrative Agent an irrevocable Notice of
Borrowing by 12:00 (noon), Toronto time, at least one Business Day prior to the
requested conversion date.  Except as
provided in subsection 6.12, TIIE Rate Loans may not be converted.  Any such Notice of Borrowing with respect to
a conversion to ABR Loans, U.S. Base Rate Loans, Canadian Prime Loans, BA Loans
or Eurocurrency Loans shall specify:


 


(i)       the Borrowing to which
such Notice of Borrowing applies and, if different options are being elected
with respect to different portions thereof, the portions thereof to be
allocated to each resulting Borrowing (in which case the information to be
specified pursuant to clauses (iii) and (iv) below shall be specified for each
resulting Borrowing);


 


(ii)      the effective date of
the election made pursuant to such Notice of Borrowing, which shall be a
Business Day;


 


45





















 


(iii)     whether the resulting
Borrowing is to be an ABR Borrowing, a U.S. Base Rate Borrowing, a Canadian
Prime Borrowing, a BA Borrowing or a Eurocurrency Borrowing;


 


(iv)     if the resulting
Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable
thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”; and


 


(v)      if the resulting
Borrowing is a BA Borrowing, the Contract Period to be applicable thereto after
giving effect to such election, which shall be a period contemplated by the
definition of the term “Contract Period”.


 


Upon receipt
of any such Notice of Borrowing, the Administrative Agent for the Class of
Commitments under which such Borrowing is being made shall promptly notify each
Lender thereof.  All or any part of
outstanding Eurocurrency Loans, ABR Loans, U.S. Base Rate Loans, Canadian Prime
Loans and BA Loans may be converted as provided herein, provided that
(i) no Loan may be converted into a Eurocurrency Loan or a BA Loan when
any Event of Default has occurred and is continuing and the applicable Administrative
Agent has or the Required Lenders for the Class of Commitments under which such
Borrowing is being made have determined that such a conversion is not
appropriate, (ii) no Loan may be converted into a Eurocurrency Loan after the
date that is one month prior to the Termination Date and (iii) no BA Loan
may be converted on a day other than the last day of the Contract Period
applicable thereto.  This subsection 6.5
shall not apply to Competitive Borrowings, which may not be converted or
continued.


 


(b)  
Any Eurocurrency Loan or BA Loan may be continued as such upon the expiration
of the then current Interest Period (or Contract Period) with respect thereto
by the relevant Borrower delivering to the applicable Administrative Agent an
irrevocable Notice of Borrowing by 10:00 a.m., New York time (or in the
case of BA Loans, 12:00 (noon) Toronto time), at least three Business Days
prior to the expiration of the then current Interest Period (or Contract
Period), in accordance with the applicable provisions of the term “Interest
Period” or “Contract Period”, as applicable, set forth in subsection 1.1,
of the length of the next Interest Period (or Contract Period) to be applicable
to such Loans, provided that (i) no Eurocurrency Loan denominated
in Dollars or BA Loan may be continued as such and no Eurocurrency Loan
denominated in a US/UK Alternative Currency may be continued for an Interest
Period in excess of one month, in each case when any Event of Default has
occurred and is continuing and the Administrative Agent for the Class of
Commitments under which such Borrowing is being made has or the Required
Lenders for the Class of Commitments under which such Borrowing is being made have
determined that such a continuation is not appropriate and (ii) after the date
that is one month prior to the Termination Date, no Eurocurrency Loan
denominated in Dollars or BA Loan may be continued as such and the Interest
Period with respect to any Eurocurrency Loan made, continued or converted in a
US/UK Alternative Currency shall end on the Termination Date.  Upon receipt of any such Notice of Borrowing,
the applicable Administrative Agent shall promptly notify each applicable Lender
thereof.  If the relevant Borrower fails
to deliver a timely Notice of 


 


46























 


Borrowing with respect to a Eurocurrency Loan
or BA Loan prior to the end of the Interest Period or Contract Period applicable
thereto, then, unless such Borrowing is repaid as provided herein, at the end
of such Interest Period or Contract Period such Borrowing shall be converted to
an ABR Borrowing (unless such Borrowing is denominated in a US/UK Alternative
Currency, in which case such Borrowing shall become due and payable on the last
day of such Interest Period) or U.S. Base Rate Borrowing (in the case of a
Canadian Borrowing denominated in Dollars) or Canadian Prime Rate Loan (in the
case of a BA Loan), as applicable. 
Subject to subsection 6.12, each TIIE Rate Loan shall
automatically be continued for successive Interest Periods until the
Termination Date unless it is repaid as provided herein.


 


6.6.  Minimum
Amounts and Maximum Number of Borrowings. 
All borrowings, conversions and continuations of Eurocurrency Loans, BA
Loans and TIIE Rate Loans hereunder and all selections of Interest Periods
hereunder shall be in such amounts and be made pursuant to such elections so
that, after giving effect thereto, the aggregate principal amount of each
Eurocurrency Borrowing, BA Borrowing and TIIE Rate Borrowing shall be equal to
the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess
thereof.


 


6.7.  Interest
Rates and Payment Dates.  (a)  Each
Eurocurrency Loan shall bear interest for each day during each Interest Period
with respect thereto (i) in the case of a Eurocurrency Loan (other than a
Competitive Loan), at a rate per annum
equal to the Adjusted LIBO Rate for such Interest Period plus the then
Applicable Margin or (ii) in the case of a Eurocurrency Competitive Loan,
at a rate per annum equal to the
Adjusted LIBO Rate for such Interest Period plus (or minus, as applicable) the
Competitive Loan Margin applicable to such Loan.


 


(b)  
Each ABR Loan shall bear interest at a rate per
annum equal to the Alternate Base Rate plus the then Applicable
Margin.


 


(c)  
Each Fixed Rate Loan shall bear interest at a rate per annum
equal to the Fixed Rate applicable to such Loan.


 


(d)  
(i)  Each U.S. Base Rate Loan shall bear interest at a rate per annum equal to the U.S. Base Rate plus the then
Applicable Margin and (ii) each Canadian Prime Loan shall bear interest at
a rate per annum equal to the Canadian Prime
Rate plus the then Applicable Margin.


 


(e)  
Each Canadian Borrower shall pay to each Canadian Lender that accepts or
advances a BA Loan for such Borrower, as a condition of and at the time of such
acceptance or advance, a fee at the rate of the then Applicable Margin calculated
on the basis of a year of 365 days on the face amount at maturity (in the case
of a Bankers’ Acceptance) or the principal amount (in the case of a BA
Equivalent Loan) for the period from and including the date of such acceptance
or advance to but excluding the last day of the Contract Period (an “Acceptance
Fee”).


 


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(f)  
(i)  Each TIIE Rate Loan shall bear interest for each day during each
Interest Period with respect thereto at a rate per annum
equal to the TIIE Rate for such Interest Period plus then Applicable Margin and
(ii) each Peso Base Rate Loan shall bear interest at a rate per annum equal to the Peso Base Rate plus the then
Applicable Margin;


 


(g)  
If all or a portion of (i) any principal of any Loan, (ii) any interest payable
thereon, (iii) any Facility Fee or (iv) any other amount payable hereunder (including
Acceptance Fees) shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), the principal of the Loans and any such overdue
interest, Facility Fee or other amount shall bear interest at a rate per annum which is (x) in the case of
principal, the rate that would otherwise be applicable thereto pursuant to the
foregoing provisions of this subsection plus 2% or (y) in the case of any such
overdue interest, Facility Fee or other amount, the rate described in paragraph
(b) of this subsection plus 2%, in each case from the date of such non-payment
until such overdue principal, interest, Facility Fee or other amount is paid in
full (as well after as before judgment).


 


(h)  
Interest on each Loan (other than a BA Loan) shall be payable in arrears on
each Interest Payment Date, provided that interest accruing pursuant to
paragraph (g) of this subsection shall be payable from time to time on demand.


 


(i)  
Notwithstanding anything to the contrary contained herein, in no event shall a
Borrower be obligated to pay interest in excess of the maximum amount which is
chargeable under applicable law.


 


6.8.  Computation
of Interest and Fees.  (a)  Facility
Fees, interest on Borrowings denominated in Sterling, interest on Borrowings
denominated in Dollars (including each Swingline Loan) and calculated by
reference to the Prime Rate, interest on Canadian Prime Borrowings and interest
on Peso Base Rate Loans shall be calculated on the basis of a 365- (or 366-, as
the case may be) day year for the actual number of days elapsed; and,
otherwise, interest shall be calculated on the basis of a 360-day year for the
actual number of days elapsed.  Any
change in the interest rate on a Loan resulting from a change in the Alternate Base
Rate, the U.S. Base Rate, the Peso Base Rate or the Eurocurrency Reserve
Requirements shall become effective as of the opening of business on the day on
which such change becomes effective.  The
applicable Administrative Agent shall as soon as practicable notify the
relevant Borrower and the applicable Lenders of the effective date and the
amount of each such change in interest rate. 
Any change in the Applicable Margin or Applicable Facility Fee Rate
resulting from a change in the Credit Rating of the Company shall become
effective on the earlier of (x) the date upon which such change is publicly
announced by the relevant rating agency and (y) the date upon which the Company
provides to the General Administrative Agent reasonably satisfactory evidence
of such change.


 


(b)  
Each determination of an interest rate by the applicable Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
the Borrowers and the Lenders in the absence of manifest error.  The


 


48





















 


applicable Administrative Agent shall, at the
request of any Borrower, deliver to such Borrower a statement showing the
quotations used by such Administrative Agent in determining any interest rate
pursuant to subsection 6.7(a).


 


(c)  
For the purposes of the Interest Act
(Canada) and disclosure thereunder, whenever any interest or any fee to be paid
hereunder or in connection herewith is to be calculated on the basis of a
360-day year, the yearly rate of interest to which the rate used in such
calculation is equivalent is the rate so used multiplied by the actual number
of days in the calendar year in which the same is to be ascertained and divided
by 360.  The rates of interest under this
Agreement are nominal rates, and not effective rates or yields.  The principle of deemed reinvestment of
interest does not apply to any interest calculation under this Agreement.


 


(d)  
If any provision of this Agreement would oblige either Canadian Borrower to
make any payment of interest or other amount payable to any Lender in an amount
or calculated at a rate which would be prohibited by law or would result in a
receipt by that Lender of “interest” at a “criminal rate” (as such terms are
construed under the Criminal Code
(Canada)), then, notwithstanding such provision, such amount or rate shall be
deemed to have been adjusted with retroactive effect to the maximum amount or
rate of interest, as the case may be, as would not be so prohibited by law or
so result in a receipt by that Lender of “interest” at a “criminal rate”, such
adjustment to be effected, to the extent necessary (but only to the extent
necessary), as follows:


 


(i)                     firstly,
by reducing the amount or rate of interest required to be paid by such Canadian
Borrower to the affected Lender under subsection 6.7; and


 


(ii)                  thereafter,
by reducing any fees, commissions, premiums and other amounts required to be
paid by such Canadian Borrower to the affected Lender which would constitute
interest for purposes of Section 347 of the Criminal
Code (Canada).


 


6.9.  Inability
to Determine Interest Rate.  If prior
to the first day of any Interest Period for a Eurocurrency Borrowing
denominated in any US/UK Committed Currency:


 


(a)  
the General Administrative Agent shall have determined (which determination
shall be conclusive and binding upon the Borrowers) that, by reason of
circumstances affecting the relevant market, adequate and reasonable means do
not exist for ascertaining the Adjusted LIBO Rate for such US/UK Committed
Currency for such Interest Period, or


 


(b)  
the General Administrative Agent shall have received notice from the Majority
Lenders (or, in the case of a Eurocurrency Competitive Loan, the Lender that is
required to make such Loan) that the Adjusted LIBO Rate determined or to be
determined for such US/UK Committed Currency for such Interest Period will
not adequately and fairly reflect the cost to such Lenders (as conclusively
certified by such Lenders) of making or maintaining their affected Loans during
such Interest Period,


 


49





















 


the General Administrative
Agent shall give telecopy or telephonic notice thereof to the affected Borrower,
the relevant Lenders and the Canadian Administrative Agent or Mexican
Administrative Agent, if applicable, as soon as practicable thereafter.  If such notice is given with respect to Loans
denominated or to be denominated in a US/UK Alternative Currency, then (i) Loans
requested to be made on the first day of such Interest Period in such US/UK Alternative
Currency shall not be made and (ii) any outstanding Loans in such US/UK Alternative
Currency that were to be continued on the first day of such Interest Period
shall be repaid.  If such notice is given
with respect to Loans denominated or to be denominated in Dollars, then (A) any
Eurocurrency Loans denominated in Dollars and requested to be made on the first
day of such Interest Period shall be made as ABR Loans, (B) any Loans
denominated in Dollars that were to have been converted on the first day of
such Interest Period to Eurocurrency Loans shall be continued as ABR Loans and
(C) any outstanding Eurocurrency Loans denominated in Dollars shall be
converted, on the first day of such Interest Period, to ABR Loans; provided
that if the circumstances giving rise to such notice affect only one Type of
Borrowing, then the other Types of Borrowing shall be permitted.  Until such notice has been withdrawn by the General
Administrative Agent, no further Eurocurrency Loans shall be made or continued
as such in the affected US/UK Committed Currency, nor shall any Borrower
have the right to convert Loans to Eurocurrency Loans in the affected US/UK Committed
Currency.


 


6.10.  Pro Rata Treatment and Payments.  (a)  Other than in connection with
Swingline Loans, each Borrowing by a Borrower under a certain Class of Commitments
from the Lenders holding such Class of Commitments, each payment by a Borrower
on account of any Facility Fee hereunder relating to such Class of Commitments and
any reduction of such Commitments of the Lenders shall be made pro rata according to the respective applicable
Pro Rata Percentages.  Notwithstanding
the foregoing, each Canadian Lender agrees that the Canadian Administrative
Agent may, in is sole discretion, increase or reduce any Canadian Lender’s
portion of a BA Loan to the extent provided in
subsection 6.19(a).  Each payment
(including each prepayment) by a Borrower on account of principal of and
interest on the Loans comprising a Competitive Borrowing or a Borrowing under a
certain Class of Commitments shall be made pro
rata according to the respective outstanding principal amounts of
such Loans then held by the Lenders holding such Competitive Borrowing or such Class
of Commitments.  Except as provided in
subsection 14.17, all payments hereunder of principal or interest in respect of
any Loan shall be made in the currency of such Loan.  All payments in respect of Reimbursement
Obligations, interest thereon and Letter of Credit commissions with respect to
a Letter of Credit shall be made in the currency of such Letter of Credit.  All other payments hereunder and under each
other Loan Document shall be made in Dollars. 
Except as otherwise set forth herein, all payments (including
prepayments) to be made by a Borrower hereunder, whether on account of principal,
interest, fees or otherwise, shall be made without set off, deductions or
counterclaim and shall be made prior to 12:00 (noon), Local Time, on the due
date thereof to the applicable Administrative Agent, for the account of the
applicable Lenders, at such Administrative Agent’s office specified in subsection
14.2, in immediately available funds. 
The applicable Administrative Agent shall distribute such payments to


 


50





















 


the Lenders holding obligations on account of
which such amounts were paid promptly upon receipt in like funds as
received.  If any payment hereunder
becomes due and payable on a day other than a Business Day, such payment shall
be extended to the next succeeding Business Day, and, with respect to payments
of principal, interest thereon shall be payable at the then applicable rate
during such extension.


 


(b)  
Unless the applicable Administrative Agent shall have been notified in writing
by any Lender prior to a Borrowing under a certain Class of Commitments that
such Lender will not make the amount that would constitute its applicable Pro
Rata Percentage of such Borrowing available to such Administrative Agent, such Administrative
Agent may assume that such Lender is making such amount available to such Administrative
Agent, and such Administrative Agent may, in reliance upon such assumption,
make available to the applicable Borrower a corresponding amount.  If such amount is not made available to such Administrative
Agent by the required time on the borrowing date therefor, such Lender shall
pay to such Administrative Agent, on demand, such amount with interest thereon,
for each day from and including the date such amount is made available to such
Borrower to but excluding the date of payment to such Administrative Agent, at
(x) the Federal Funds Effective Rate (in the case of a Borrowing in Dollars)
and (y) the rate reasonably determined by the applicable Administrative Agent
to be the cost to it of funding such amount (in the case of a Borrowing in an
Alternative Currency).   A certificate of
the applicable Administrative Agent submitted to any Lender with respect to any
amounts owing under this subsection 6.10 shall be conclusive in the
absence of manifest error.  If such
Lender’s applicable Pro Rata Percentage of such Borrowing is not made available
to the applicable Administrative Agent by such Lender within three Business
Days of such borrowing date, such Administrative Agent shall also be entitled
to recover such amount with interest thereon at the rate per annum applicable to ABR Loans
hereunder, on demand, from the applicable Borrower.  If such Lender pays such amount to such Administrative
Agent, then such amount shall constitute such Lender’s Loan included in such
Borrowing.


 


6.11.  Illegality.  Notwithstanding any other provision herein,
if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof made subsequent to the date hereof shall
make it unlawful for any Lender to make or maintain Eurocurrency Loans in any US/UK Committed
Currency as contemplated by this Agreement, (a) the commitment of such Lender
hereunder to make Eurocurrency Loans in such US/UK Committed Currency or
continue Eurocurrency Loans in such US/UK Committed Currency and, if the
affected currency is Dollars, convert ABR Loans to Eurocurrency Loans, shall
forthwith be canceled and (b) such Lender’s Loans then outstanding as
Eurocurrency Loans, if any, shall be either (i) converted automatically to
ABR Loans (if such Eurocurrency Loans were denominated in Dollars) or (ii) repaid
on the respective last days of the then current Interest Periods with respect
to such Loans or within such earlier period as required by law.  If any such conversion or repayment of a
Eurocurrency Loan occurs on a day which is not the last day of the then current
Interest Period with respect thereto, the applicable Borrower shall pay to such
Lender such amounts, if any, as may be required pursuant to subsection 6.14.


 


51





















 


6.12.  Requirements
of Law.  (a)  If the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof or compliance by any Lender with any request or directive
(whether or not having the force of law) from any central bank or other Governmental
Authority made subsequent to the date hereof:


 


(i)                     shall
subject any Lender to any tax of any kind whatsoever with respect to this
Agreement, any Letter of Credit, any Note, any Eurocurrency Loan, any BA Loan or
any TIIE Rate Loan made by it, or change the basis of taxation of payments to
such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection
6.13 and changes in the rate of net income taxes or franchise taxes (imposed in
lieu of net income taxes) of such Lender);


 


(ii)                  shall
impose, modify or hold applicable any reserve, special deposit, compulsory loan
or similar requirement against assets held by, deposits or other liabilities in
or for the account of, advances, loans or other extensions of credit by, or any
other acquisition of funds by, any office of such Lender which is not otherwise
included in the determination of the Adjusted LIBO Rate, the BA Discount Rate or
the TIIE Rate hereunder; or


 


(iii)               shall
impose on such Lender any other condition;


 


and the result
of any of the foregoing is to increase the cost to such Lender, by an amount
which such Lender deems to be material, of making, converting into, continuing
or maintaining Eurocurrency Loans, BA Loans or TIIE Rate Loans, as applicable, or
issuing or participating in Letters of Credit, or to reduce any amount
receivable hereunder in respect thereof, then, in any such case, the applicable
Borrower with respect to such Eurocurrency Loans, BA Loans or TIIE Rate Loans,
as applicable, or Letters of Credit shall promptly pay (or cause to be paid to)
such Lender such additional amount or amounts as will compensate such Lender
for such increased cost or reduced amount receivable.


 


(b)  
If any Lender shall have determined that the adoption of or any change in any
Requirement of Law regarding capital adequacy or in the interpretation or
application thereof or compliance by such Lender or any corporation controlling
such Lender with any request or directive regarding capital adequacy (whether
or not having the force of law, if compliance therewith is a customary banking
practice) from any Governmental Authority made subsequent to the date hereof
shall have the effect of reducing the rate of return on such Lender’s or such
corporation’s capital as a consequence of its obligations hereunder or under or
in respect of any Letter of Credit to a level below that which such Lender or
such corporation could have achieved but for such adoption, change or
compliance (taking into consideration such Lender’s or such corporation’s
policies with respect to capital adequacy) by an amount deemed by such Lender
to be material, then from time to time, the Company (on its own behalf or on
behalf of the other Borrowers) shall promptly pay (or cause to be paid) to such
Lender such additional amount or amounts as will compensate such Lender for
such reduction.


 


52





















 


(c)  
If any Lender becomes entitled to claim any additional amounts pursuant to this
subsection 6.12, it shall promptly notify the Company, the General Administrative
Agent and (in the case of a claim under this subsection 6.12 only with
respect to Loans owing by or Letters of Credit issued for the account of any
other Borrower) such other Borrower of the event by reason of which it has become
so entitled.  A certificate as to any
additional amounts payable pursuant to this subsection 6.12 submitted by such
Lender to the Borrower owing such amounts (with a copy to the General Administrative
Agent) shall be conclusive in the absence of manifest error.  The agreements in this subsection 6.12 shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.


 


6.13.  Taxes.  (a)  All
payments made by the Borrowers under this Agreement and any Notes shall be made
free and clear of, and without deduction or withholding for or on account of,
any present or future income, stamp or other taxes, levies, imposts, duties,
charges, fees, deductions or withholdings, now or hereafter imposed, levied,
collected, withheld or assessed by any Governmental Authority, excluding net
income taxes and franchise taxes (imposed in lieu of net income taxes) imposed
on any Administrative Agent or any Lender as a result of a present or former
connection between any Administrative Agent or such Lender and the jurisdiction
of the Governmental Authority imposing such tax or any political subdivision or
taxing authority thereof or therein (other than any such connection arising
solely from such Administrative Agent or such Lender having executed, delivered
or performed its obligations or received a payment under, or enforced, this
Agreement or any Note).  If any such
non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings
(“Non-Excluded Taxes”) are required to be withheld from any amounts
payable to any Administrative Agent or any Lender hereunder or under any Note,
the amounts so payable to such Administrative Agent or such Lender shall be
increased to the extent necessary to yield to such Administrative Agent or such
Lender (after payment of all Non-Excluded Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement, provided, however, that, except as contemplated by subsection 14.17,
no Borrower shall be required to increase any such amounts payable to any Administrative
Agent or any Lender with respect to (i) any withholding tax imposed by the
jurisdiction of such Borrower that is in effect and would apply to amounts
payable by such Borrower from an office within such jurisdiction to such Administrative
Agent or Lender at the time such Lender becomes a party to this Agreement or
(ii) any withholding tax that is attributable to any Administrative Agent’s or
any Lender’s failure to comply with subsection 6.13(b), in the case of payments
by the Company, or subsection 6.13(c), in the case of payments by any other
Borrower.  Whenever any Non-Excluded
Taxes are payable by a Borrower, as promptly as possible thereafter such
Borrower shall send to the applicable Administrative Agent for its own account
or for the account of such Lender, as the case may be, a certified copy of an
original official receipt received by such Borrower showing payment
thereof.  If a Borrower fails to pay any
Non-Excluded Taxes when due to the appropriate taxing authority or fails to
remit to the applicable Administrative Agent the required receipts or other
required documentary evidence, such Borrower shall indemnify the Administrative
Agents and the Lenders for any incremental taxes, interest or penalties that
may become 


 


53





















 


payable by any Administrative Agent or any
Lender as a result of any such failure. 
The agreements in this subsection 6.13 shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.


 


(b)  
Each Lender that is not incorporated under the laws of the United States of
America or a state thereof shall:


 


(i)                     deliver
to the Company and the General Administrative Agent two duly completed copies
of United States Internal Revenue Service Form W-8BEN or W-8ECI, or
successor applicable form, as the case may be;


 


(ii)                  deliver
to the Company and the General Administrative Agent two further copies of any
such form or certification on or before the date that any such form or
certification expires or becomes obsolete and after the occurrence of any event
requiring a change in the most recent form previously delivered by it to the
Company; and


 


(iii)               obtain
such extensions of time for filing and complete such forms or certifications as
may reasonably be requested by the Company or the Administrative Agents;


 


unless in any
such case an event (including, without limitation, any change in treaty, law or
regulation) has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would
prevent such Lender from duly completing and delivering any such form with
respect to it and such Lender so advises the Company and the General Administrative
Agent.  Such Lender shall certify
(i) that it is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes and
(ii) that it is entitled to an exemption from United States backup
withholding tax.  Each Person that is not
a United States person (as defined in the Code) that shall become a Lender or a
Participant pursuant to subsection 14.6 shall, upon the effectiveness of the
related transfer and if otherwise required, provide all of the forms and
statements required pursuant to this subsection 6.13, provided that
in the case of a Participant, such Participant shall furnish all such required
forms and statements to the Lender from which the related participation shall
have been purchased.


 


(c)  
Each Lender that is entitled to an exemption from or reduction of Non-Excluded
Taxes in the United Kingdom (if such Lender holds a US/UK Commitment), Canada
(if such Lender holds a Canadian Commitment) or Mexico (if such Lenders holds a
Peso Commitment) shall deliver to the Company and the General Administrative
Agent at the time or times prescribed by applicable English, Canadian or
Mexican law, as the case may be, such properly completed and executed
documentation prescribed by applicable English, Canadian or Mexican law, as the
case may be, or reasonably requested by the Company as will permit payments made
by a Borrower under this Agreement and any Note to be made without withholding
or at a reduced rate, provided that such Lender has received written notice
from the Company advising it of the availability of such exemption or
reduction.


 


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(d)  
If any Lender or any Administrative Agent shall receive a credit or refund from
a taxing authority with respect to, and actually resulting from, an amount of
Non-Excluded Taxes actually paid to or on behalf of such Lender or such
Administrative Agent by a Borrower (a “Tax Credit”), such Lender or
Administrative Agent shall promptly notify such Borrower of such Tax
Credit.  If such Tax Credit is received
by such Lender or Administrative Agent in the form of cash, such Lender shall
promptly pay to such Borrower the amount so received with respect to the Tax
Credit.  If such Tax Credit is not
received by such Lender or Administrative Agent in the form of cash, such
Lender or Administrative Agent shall pay the amount of such Tax Credit not
later than the time prescribed by applicable law for filing the return
(including extensions of time) for such Lender’s or Administrative Agent’s taxable
period which includes the period in which such Lender or Administrative Agent receives
the economic benefit of such Tax Credit. 
In any event, the amount of any Tax Credit payable by a Lender or
Administrative Agent to a Borrower pursuant to this clause (d) shall not exceed
the actual amount of cash refunded to, or credits received and usable (in
accordance with the actual practices then in use by such Lender or
Administrative Agent) by, such Lender or Administrative Agent from a taxing
authority.  In determining the amount of
any Tax Credit, a Lender or Administrative Agent may use such apportionment and
attribution rules as such Lender or Administrative Agent customarily employs in
allocating taxes among its various operations and income sources and such
determination shall be conclusive absent manifest error.  Each Borrower further agrees promptly to
return to a Lender or Administrative Agent the amount paid to such Borrower
with respect to a Tax Credit by such Lender or Administrative Agent if such
Lender or Administrative Agent is required to repay, or is determined to be
ineligible for, a Tax Credit for such amount. 
Notwithstanding anything to the contrary contained herein, each Borrower
hereby acknowledges and agrees that (i) neither any Administrative Agent nor
any Lender shall be obligated to provide such Borrower with details of the tax
position of such Administrative Agent or such Lender (as the case may be) and
(ii) such Borrower shall have no right to inspect any records (including tax
returns) of such Administrative Agent or such Lender (as the case may be).


 


(e)  
Each Canadian Lender and the Canadian Administrative Agent represents and
warrants to the Canadian Borrowers that as of the date hereof through the
earlier of (i) the Termination Date and (ii) the CAM Exchange Date,
it is a Canadian Resident (as defined in subparagraph (a) of the definition of
Canadian Resident).  Each Canadian Lender
and the Canadian Administrative Agent that is an authorized foreign bank agrees
that any interest or fees to be paid to such Canadian Lender and the Canadian
Administrative Agent by the Canadian Borrowers hereunder will be paid in
respect of such Canadian Lender and the Canadian Administrative Agent’s
Canadian banking business.


 


6.14.  Indemnity.  Each Borrower agrees to indemnify each Lender
and to hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by such Borrower in
making a Borrowing of, conversion into or continuation of Eurocurrency Loans,
BA Loans or TIIE Rate Loans after such Borrower has given a Notice of Borrowing
requesting the same in accordance


 


55





















 


with the provisions of this Agreement, (b)
default by such Borrower in making any prepayment after such Borrower has given
a notice thereof in accordance with the provisions of this Agreement, (c) the
making by such Borrower of a prepayment of Eurocurrency Loans, BA Loans, TIIE
Rate Loans or Fixed Rate Loans on a day which is not the last day of an
Interest Period or Contract Period, as the case may be, with respect thereto or
(d) the failure to borrow any Competitive Loan after accepting the
Competitive Bid to make such Loan.  Such
indemnification may include an amount equal to the excess, if any, of (i) the
amount of interest or Acceptance Fees which would have accrued on the amount so
prepaid, or not so borrowed, converted or continued, for the period from the
date of such prepayment or of such failure to borrow, convert or continue to
the last day of such Interest Period or Contract Period, as the case may be
(or, in the case of a failure to borrow, convert or continue, the Interest
Period or Contract Period, as the case may be, that would have commenced on the
date of such failure) in each case at the applicable rate of interest for such
Loans provided for herein (excluding, however, the Applicable Margin included
therein, if any) over (ii) the amount of interest (as reasonably determined by
such Lender) which would have accrued to such Lender on such amount by placing
such amount on deposit for a comparable period with leading banks in the
interbank eurodollar market.  This
covenant shall survive the termination of this Agreement and the payment of the
Loans and all other amounts payable hereunder.


 


6.15.  Change of Lending
Office.  Each Lender and
Administrative Agent agrees that if it makes any demand for payment under subsection
6.12 or any Borrower is required to pay Non-Excluded Taxes under
subsection 6.13(a), or if any adoption or change of the type described in subsection
6.11 shall occur with respect to it, it will use reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions and so long as
such efforts would not be disadvantageous to it, as determined in its good
faith discretion) to designate a different lending office if the making of such
a designation would reduce or obviate the need for a Borrower to make payments or
pay Non-Excluded Taxes under subsection 6.12 or 6.13(a), or would
eliminate or reduce the effect of any adoption or change described in subsection
6.11.


 


6.16.  Additional
Action in Certain Events.  (a)  In
the event that any event or condition described in subsection 6.11, 6.12 or 6.13(a)
has occurred and is continuing that increases the cost to a Borrower of the
Loans by any Lender, the Company may (after paying, or causing the applicable
Borrower to pay, any accrued amounts required to be paid pursuant to subsection
6.11, 6.12 or 6.13(a) hereof, as the case may be, for the period prior to the
taking of such action) require any Lender so affected by such event or
condition to transfer or assign, in whole (but not in part), without recourse,
its Commitments and Loans hereunder in accordance with the provisions of subsection 14.6(c)
(other than any outstanding Competitive Loans held by it and any and all rights
and interests related thereto) to one or more Assignees (which need not be
existing Lenders hereunder, but which may not request payment from such
Borrower of any such amounts on account of the same event or condition which
affects the assigning Lender) identified to it by the Company.


 


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(b)  
In the event that any Lender shall fail to execute and deliver any amendment,
supplement or modification hereto requested by the Company, the Company may
(within 30 days following the requested response date for such amendment,
supplement or modification) require such Lender to transfer or assign, in whole
(but not in part), without recourse, its Commitments and Loans hereunder in
accordance with the provisions of subsection 14.6(c) (other than any
outstanding Competitive Loans held by it and any and all rights and interests
related thereto) to one or more
Assignees (which need not be existing Lenders hereunder, but which must be
willing to execute and deliver such amendment, supplement or modification)
identified to it by the Company.


 


(c)  
Notwithstanding the foregoing provisions of this subsection 6.16, no Lender
shall be required to assign all or any portion of its Commitments and Loans
pursuant to this subsection 6.16 unless and until such Lender shall have
received from such Assignees one or more payments which, in an aggregate, are
at least equal to the aggregate outstanding principal amount of the Loans owing
to such Lender (other than Competitive Loans that
are not assigned) and all accrued
interest, fees and other amounts owing on account of such Loans and Commitments.  Any assignment made pursuant to this subsection
6.16 shall constitute a prepayment for purposes of, and shall be subject to the
provisions of, subsection 6.14.


 


6.17.  Extension
of Commitments.  (a)  Upon
prior written notice (an “Extension Notice”) to the General Administrative
Agent delivered not less than 60 days nor more than 90 days prior to the first
anniversary of the Closing Date, the Company may request that the Lenders agree
to extend the Termination Date to a date no later than 12 months after the
Initial Termination Date, as specified in such Extension Notice (the “Extension
Period”), provided, that (i) no Default or Event of Default
shall have occurred and be continuing on the date of the Extension Notice or
the Initial Termination Date and (ii) the representations and warranties
set forth in Section 7 shall be true and correct in all material respects as if
made on the date of such Extension Notice and the Initial Termination Date, and
(iii) the General Administrative Agent shall have received a certificate,
dated the Initial Termination Date and signed by a Responsible Officer of each
Borrower, confirming compliance with the conditions precedent set forth in
clauses (i) and (ii) of this paragraph (a).


 


(b)  
The effectiveness of any Extension Period shall require the prior written
consent of each Lender and each Administrative Agent.  The General Administrative Agent shall
promptly furnish a copy of the Extension Notice to each Lender, and shall
request that each Lender either agree to such extension or not agree thereto
(solely within the discretion of such Lender) within 30 days of delivery to
such Lender of the Extension Notice.  Any
Lender that shall not have agreed to such extension request within such time
period shall be deemed to have rejected such request.  Any Lender that shall have rejected such
request (or that shall be deemed to have rejected such request) shall be
subject to the mandatory assignment provisions of subsection 6.16(b).


 


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6.18.  Incremental
Commitments.  (a)  The Company may, by written notice
to the General Administrative Agent from time to time, request that the total US/UK
Commitments be increased; provided that the aggregate amount of such increase
shall not exceed $150,000,000.  Such
notice shall set forth the amount of the requested increase in the US/UK
Commitments (which shall be in minimum increments of $10,000,000) and the date
on which such increase is requested to become effective (which shall be not
less than 10 Business Days nor more than 60 days after the date of such notice
and which, in any event, must be on or prior to the Termination Date), and
shall offer each US/UK Lender the opportunity to increase its US/UK Commitment
by its Pro Rata Percentage of the proposed increased amount.  The General Administrative Agent shall
promptly deliver notice of the Company’s requested increase in the US/UK
Commitments to each US/UK Lender.  Each US/UK
Lender shall, by notice to the General Administrative Agent given not more than
10 days after the date of the General Administrative Agent’s notice,
either agree to increase its US/UK Commitment by all or a portion of the
offered amount (each Lender so agreeing being an “Increasing Lender”) or
decline to increase its US/UK Commitment (and any Lender that does not
deliver such a notice within such period of 10 days shall be deemed to have
declined to increase its US/UK Commitment) (each Lender so declining or
being deemed to have declined being a “Non-Increasing Lender”).  In the event that, on the 10th day after the
General Administrative Agent shall have delivered such notice, the US/UK Lenders
shall have agreed pursuant to the preceding sentence to increase their US/UK Commitments
by an aggregate amount less than the increase in the US/UK Commitments
requested by the Company, the Company may arrange for one or more banks or
other entities (any such bank or other entity being called an “Augmenting
Lender”), which may include any Lender, to extend US/UK Commitments or
increase their existing US/UK Commitments in an aggregate amount equal to the
unsubscribed amount; provided that, notwithstanding the foregoing, no Person
shall become a Lender and no Lender’s US/UK Commitment shall increase pursuant
to this subsection 6.18 without the prior written consent of the General
Administrative Agent (which shall not be unreasonably withheld).  The US/UK Borrowers and each Augmenting
Lender shall execute all such documentation as the General Administrative Agent
shall reasonably specify to evidence its US/UK Commitment and/or its status as
a Lender hereunder.  Any increase in the
US/UK Commitments may be made in an amount which is less than the increase
requested by the Company if the Company is unable to arrange for, or chooses
not to arrange for, Augmenting Lenders.


 


(b)  
Each of the parties hereto hereby agrees that the General Administrative Agent
may take any and all actions as may be reasonably necessary to ensure that,
after giving effect to any increase in the US/UK Commitments pursuant to
this subsection 6.18, the outstanding US/UK Loans (if any) are held
by the US/UK Lenders in accordance with their new Pro Rata Percentages.  This may be accomplished at the discretion of
the General Administrative Agent (i) by requiring the outstanding US/UK
Loans to be prepaid with the proceeds of new US/UK Loans, (ii) by causing
Non-Increasing Lenders to assign portions of their outstanding US/UK Loans to
Increasing Lenders and Augmenting Lenders or (iii) by any combination of
the foregoing.  Any 


 


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prepayment or assignment described in this
paragraph (b) shall be subject to subsection 6.14, but otherwise without
premium or penalty.


 


(c)  
Notwithstanding the foregoing, no increase in the total US/UK Commitments shall
become effective under this subsection 6.18 unless, (i) on the date of
such increase, the conditions set forth in subsection 8.2 shall be satisfied
and the General Administrative Agent shall have received a certificate to that
effect dated such date and executed by the chief financial officer of the
Company and (ii) the General Administrative Agent shall have received (with
sufficient copies for each of the Increasing Lenders and Augmenting Lenders)
such customary closing documentation as the General Administrative Agent shall
have reasonably requested.


 


6.19.  Bankers’
Acceptances.  (a)  The
Canadian Administrative Agent, promptly following receipt of a Notice of
Borrowing requesting BA Loans, shall advise each applicable Canadian Lender of
the face or principal amount and term of each BA Loan to be accepted (and
purchased) or advanced by it.  The
aggregate face or principal amount of BA Loans to be accepted or advanced by a
Canadian Lender shall be determined by the Canadian Administrative Agent by
reference to that Canadian Lender’s applicable Pro Rata Percentage of the issue
or advance of BA Loans, except that the aggregate face amount of Bankers’
Acceptances to be accepted by the applicable Canadian Lenders shall be
increased or reduced by the Canadian Administrative Agent in its sole
discretion as may be necessary to ensure that the face amount of the Bankers’
Acceptance to be accepted by each applicable Canadian Lender would be C$100,000
or a whole multiple thereof.  For greater
certainty, the foregoing requirement for a minimum face amount and a whole
multiple of C$100,000 shall not apply to BA Equivalent Loans.


 


(b)  
On the date specified in a Notice of Borrowing on which a BA Loan is to be
made, the Canadian Administrative Agent shall advise the requesting Canadian
Borrower as to the Canadian Administrative Agent’s determination of the BA
Discount Rate for the BA Loans to be purchased or advanced, as the case may be.


 


(c)  
The requesting Canadian Borrower shall issue and each Canadian Lender shall
accept and subsequently purchase the Bankers’ Acceptance accepted by it at the
applicable BA Discount Rate.  Subject to
clause (d) below, each Canadian Lender shall provide the Canadian
Administrative Agent, for the account of the requesting Canadian Borrower, the
BA Discount Proceeds less the Acceptance Fee payable by such Canadian Borrower
with respect to the Bankers’ Acceptance.


 


(d)  
In the event the requesting Canadian Borrower requests a continuation of BA
Loans for a further Interest Period, or requests conversion from Canadian Prime
Loans into BA Loans in accordance with subsection 6.5, the Canadian
Administrative Agent shall make arrangements satisfactory to it to ensure the
BA Discount Proceeds from the replacement BA Loans are applied to repay the
face amount of the maturing BA Loans or the principal amount of such loans to
be converted (the “Maturing Amount”) and the requesting Canadian
Borrower shall concurrently pay to the 


 


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Canadian Administrative Agent any positive
difference between the Maturing Amount and such BA Discount Proceeds.


 


(e)  
Each Canadian Lender may from time to time hold, sell, rediscount or otherwise
dispose of any or all Bankers’ Acceptances accepted and purchased by it.


 


(f)  
In order to facilitate the issuance of Bankers’ Acceptances pursuant to this
Agreement, each Canadian Borrower hereby authorizes each of the Canadian
Lenders, and appoints each of the Canadian Lenders as such Canadian Borrower’s
attorney, to complete, sign and endorse drafts or depository bills (as defined
in the Depository Bills and Notes Act (Canada)
(each such executed draft or bill being herein referred to as a “Draft”)
on its behalf in handwritten form or by facsimile or mechanical signature or
otherwise in accordance with the applicable Notice of Borrowing and, once so
completed, signed and endorsed to accept them as Bankers’ Acceptances under
this Agreement and then if applicable, purchase, discount or negotiate such
Bankers’ Acceptances in accordance with the provisions of this Agreement.  Drafts so completed, signed, endorsed and
negotiated on behalf of the Canadian Borrowers by a Canadian Lender shall bind
the Canadian Borrowers as fully and effectively as if so performed by a
Responsible Officer of the Canadian Borrowers. 
Each draft of a Bankers’ Acceptance completed, signed or endorsed by a
Canadian Lender shall mature on the last day of the term thereof.  All Bankers’ Acceptances to be accepted by a
particular Canadian Lender shall, at the option of such Canadian Lender, be
issued in the form of depository bills made payable originally to and deposited
with The Depository for Securities Limited pursuant to the Depository
Bills and Notes Act (Canada).


 


(g)  
Any Drafts to be used for Bankers’ Acceptances which are held by a Canadian
Lender shall be held in safekeeping with the same degree of care as if they
were such Canadian Lender’s own property being kept at the place at which they
are to be held.  Each Canadian Borrower
may, by written notice to the Canadian Administrative Agent, designate persons
other than Responsible Officers authorized to give the Canadian Administrative
Agent instructions regarding the manner in which Drafts are to be completed and
the times at which they are to be issued; provided, however, that
receipt by the Canadian Administrative Agent of a Notice of Borrowing
requesting an advance or continuation into Bankers’ Acceptances shall be deemed
to be sufficient authority from Responsible Officers or such designated persons
for each of the Canadian Lenders to complete, and issue drafts in accordance
with such notice.  None of the Canadian
Administrative Agent or the Canadian Lenders nor any of their respective directors,
officers, employees or representatives shall be liable for any action taken or
omitted to be taken by any of them under this subsection 6.19(g) except
for their own respective gross negligence or willful misconduct as determined
by a final judgment of a court of competent jurisdiction.


 


(h)  
The Canadian Borrowers waive presentment for payment and any other defense to
the payment of any amounts due to a Canadian Lender in respect of a Bankers’
Acceptance accepted and purchased by it pursuant to this Agreement which might
exist solely by reason of the Bankers’ Acceptance being held, at the maturity 


 


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thereof, by such Canadian Lender in its own
right and the Canadian Borrowers agree not to claim any days of grace if such Canadian
Lender as holder sues a Canadian Borrower on the Bankers’ Acceptance for
payment of the amount payable by such Canadian Borrower thereunder.  Each Bankers’ Acceptance shall mature and the
face amount thereof shall be due and payable on the last day of the Contract Period
applicable thereto.


 


(i)  
Whenever a Canadian Borrower requests a Loan under this Agreement by way of
Bankers’ Acceptances, each Non-Acceptance Lender shall, in lieu of accepting a
Bankers’ Acceptance, make a BA Equivalent Loan by way of Discount Note in an
amount equal to the Non-Acceptance Lender’s Pro Rata Percentage of the BA Loan.  All terms of this Agreement applicable to
Bankers’ Acceptances and Drafts shall apply equally to Discount Notes
evidencing BA Equivalent Loans with such changes as may in the context be
necessary.  For greater certainty:


 


(i)                     the
term of a Discount Note shall be the same as the Contract Period for Bankers’
Acceptances accepted on the same date of the Borrowing in respect of the same
BA Loan;


 


(ii)                  an
acceptance fee will be payable in respect of a Discount Note and shall be
calculated at the same rate and in the same manner as the Acceptance Fee in
respect of a Bankers’ Acceptance; and


 


(iii)               the
proceeds from a BA Equivalent Loan shall be equal to the BA Discount Proceeds
of the Discount Note.


 


(j)  
In the event that the Canadian Administrative Agent shall have reasonably
determined (which determination shall, absent clearly demonstrable error, be
final and conclusive and binding upon all parties hereto) that there does not
exist a normal market in Canada for the purchase and sale of bankers’
acceptances, then, and in any such event, the Canadian Administrative Agent
shall within a reasonable time thereafter give notice (if by telephone
confirmed in writing) to the Canadian Borrowers and each of the Canadian Lenders
of such determination.  Thereafter BA
Loans shall no longer be available until such time as the Canadian
Administrative Agent notifies the Canadian Borrowers and the Canadian Lenders
that the circumstances giving rise to such notice by the Canadian
Administrative Agent no longer exist (which notice the Canadian Administrative
Agent agrees to give at such time when such circumstances no longer exist), and
any Notice of Borrowing given by a Canadian Borrower with respect to BA Loans
that have not yet been incurred shall be deemed rescinded by such Canadian
Borrower.  Any maturing BA Loans shall
thereafter, and until contrary notice is provided by the Canadian
Administrative Agent, be continued as a Canadian Prime Loan.


 


6.20.  Peso
Commitments.  (a)  Following (i) the accession to
this Agreement by the Mexican Borrower and (ii) the appointment by the
Company of a Mexican Administrative Agent who agrees to act as such and to
become a party to this Agreement as such, the Company may, by written notice to
the General Administrative Agent and the Mexican Administrative Agent, request
that the Peso Commitment be increased and the US/UK Commitments be decreased in
a corresponding amount; 


 


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provided that that
aggregate amount of such increase (and corresponding decrease) shall not exceed
$25,000,000.  Such notice shall set forth
the amount of the requested increase in the Peso Commitments (which shall be in
minimum increments of $1,000,000) and the date on which such increase is
requested to become effective (which shall be not less than 10 Business Days
nor more than 60 days after the date of such notice and which, in any event,
must be on or prior to the Termination Date), and shall offer each US/UK Lender
that is (or that has an affiliate that is) a Mexican Resident (each, an “Eligible
US/UK Lender”) the opportunity to assume a Peso Commitment and decrease its
US/UK Commitment by up to the proposed increased amount.  The General Administrative Agent shall
promptly deliver notice of the Company’s request to each Eligible US/UK
Lender.  Each Eligible US/UK Lender
shall, by notice to the Company and the General Administrative Agent given not
more than 10 days after the date of the General Administrative Agent’s notice,
either agree to assume a Peso Commitment and decrease its US/UK Commitment by
all or a portion of the offered amount (each Lender so agreeing being a “New
Peso Lender”) or decline to make a Peso Commitment (and any Lender that
does not deliver such a notice within such period of 10 days shall be deemed to
have declined to make a Peso Commitment) (each Lender so declining or being
deemed to have declined being a “Declining Lender”).  In the event that, on the 10th day after the
General Administrative Agent shall have delivered such notice, the Eligible
US/UK Lenders shall have agreed pursuant to the preceding sentence to assume
Peso Commitments in an aggregate amount greater than the total Peso Commitment
requested by the Company, the Peso Commitment of each New Peso Lender
shall be allocated ratably to the New Peso Lenders in accordance with the Peso
Commitments accepted by them.  Any
increase in the Peso Commitment may be made in an amount which is less than the
increase requested by the Company if the Eligible US/UK Lenders do not agree to
assume Peso Commitments in the entire requested amount.  For all purposes under this Agreement, a New
Peso Lender shall be treated as a Peso Lender to the extent of its Peso Commitment.


 


(b)  
Each of the parties hereto hereby agrees that the General Administrative Agent
may take any and all actions as may be reasonably necessary to ensure that,
after giving effect to any decrease in the US/UK Commitments of the New Peso
Lenders pursuant to this subsection 6.20, the outstanding US/UK Loans (if
any) are held by the US/UK Lenders in accordance with their new Pro Rata
Percentages.  This may be accomplished at
the discretion of the General Administrative Agent (i) by requiring the outstanding
US/UK Loans to be prepaid with the proceeds of new US/UK Loans, (ii) by deeming
all or a portion of the outstanding US/UK Loans of the New Peso Lenders (if
denominated in Dollars) to be Peso Loans for the duration of their respective
Interest Periods or (iii) by any combination of the foregoing.  Any prepayment described in this paragraph
(b) shall be subject to subsection 6.14, but otherwise without premium or
penalty.


 


(c)  
Notwithstanding the foregoing, no increase in the total Peso Commitments shall
become effective under this subsection 6.20 unless, (i) on the date of
such increase, the conditions set forth in subsection 8.2 shall be satisfied
and the General Administrative Agent and the Mexican Administrative Agent shall
have received a 


 


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certificate to that effect dated such date
and executed by the chief financial officer of the Company and (ii) the General
Administrative Agent and the Mexican Administrative Agent shall have received
(with sufficient copies for each of the Peso Lenders) such customary closing
documentation as the General Administrative Agent or Mexican Administrative
Agent shall have reasonably requested, including the documentation and
information referred to in subsection 9.2(d).


 


SECTION 7.                                REPRESENTATIONS
AND WARRANTIES


 


To induce the
Lenders to enter into this Agreement and to make the Loans, each of the Company
and (to the extent that such representation and warranty pertains to matters
applicable to another Borrower or any of its Subsidiaries) each such other
Borrower hereby represents and warrants to the Agents and each Lender that:


 


7.1.  Financial Condition.  (a)  The consolidated balance sheet
of the Company and its consolidated Subsidiaries as at December 31, 2004 and
the related consolidated statements of income and of cash flows for the fiscal
year ended on such date, reported on by Ernst & Young LLP, copies of which
have heretofore been furnished to each Lender, are complete and correct and
present fairly in all material respects the consolidated financial condition of
the Company and its consolidated Subsidiaries as at such date, and the
consolidated results of their operations and their consolidated cash flows for
the fiscal year then ended.  The
unaudited consolidated balance sheet of the Company and its consolidated
Subsidiaries as at March 31, 2005 and the related unaudited consolidated
statements of income and of cash flows for the three-month period ended on such
date, certified by a Responsible Officer, copies of which have heretofore been
furnished to each Lender, are complete and correct and present fairly in all
material respects the consolidated financial condition of the Company and its
consolidated Subsidiaries as at such date, and the consolidated results of
their operations and their consolidated cash flows for the three-month period
then ended (subject to normal year-end audit adjustments and the absence of
footnotes).


 


(b)  
All such financial statements, including the related schedules and notes thereto,
have been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by such accountants or Responsible
Officer, as the case may be, and as disclosed therein).  Neither any Borrower nor any of their consolidated
Subsidiaries had, at the date of the most recent balance sheet referred to
above, any material Guarantee Obligation, contingent liability or liability for
taxes, or any long-term lease or unusual forward or long-term commitment,
including, without limitation, any interest rate or foreign currency swap or
exchange transaction, which is not reflected in the foregoing statements or in
the notes thereto.  Except to the extent
permitted under this Agreement or separately disclosed to the Lenders in writing
prior to the date hereof, there has been no sale, transfer or other disposition
by any Borrower or any of their consolidated Subsidiaries of any material part
of its business or property and no purchase or other acquisition of any
business or property (including any Capital Stock of any other Person) material
in relation to the consolidated financial condition of such 


 


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Borrower and its consolidated Subsidiaries at
December 31, 2004 during the period from December 31, 2004 to and including the
date hereof.


 


7.2.  No Change.  Since December 31, 2004, there has been no
development or event which has had or could reasonably be expected to have a
Material Adverse Effect.


 


7.3.  Disclosure.  No information, schedule, exhibit or report
or other document furnished by any Borrower or any of their respective
Subsidiaries to the Agents or any Lender in connection with the negotiation of
this Agreement or any other Loan Document (or pursuant to the terms hereof or
thereof), as such information, schedule, exhibit or report or other document
has been amended, supplemented or superseded by any other information,
schedule, exhibit or report or other document later delivered to the same
parties receiving such information, schedule, exhibit or report or other
document, contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein,
in light of the circumstances when made, not materially misleading.


 


7.4.  Corporate Existence;
Compliance with Law.  Each of the
Borrowers and their respective Subsidiaries (a) is duly organized, validly
existing and (in the case of the Company and its Material Subsidiaries) in good
standing under the laws of the jurisdiction of its organization, (b) has the
corporate power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (c) in the case of the Company and
its Material Subsidiaries, is duly qualified as a foreign corporation and in
good standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, except to the extent that all failures to be so qualified could
not, in the aggregate, reasonably be expected to have a Material Adverse Effect
and (d) is in compliance with all Requirements of Law except to the extent that
all failures to comply therewith could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.


 


7.5.  Corporate
Power; Authorization; Enforceable Obligations.  Each Borrower has the corporate power and
authority, and the legal right, to make, deliver and perform the Loan Documents
to which it is a party and to borrow hereunder and, in the case of the Account
Parties, to request the issuance of Letters of Credit hereunder, and has taken
all necessary corporate action to authorize the Borrowings on the terms and conditions
of this Agreement and any Notes and to authorize the execution, delivery and
performance of the Loan Documents to which it is a party and with respect to
the Letters of Credit issued for its account. 
No consent or authorization of, filing with, notice to or other act by
or in respect of, any Governmental Authority or any other Person is required in
connection with the Borrowings hereunder or with the execution, delivery,
performance, validity or enforceability of the Loan Documents to which such Borrower
is a party and with respect to the Letters of Credit issued for its
account.  This Agreement has been, and
each other Loan Document to which it is a party will be, duly executed and
delivered on behalf of such Borrower. 
This Agreement constitutes, and each other Loan


 


64





















 


Document to which it is a party when executed
and delivered will constitute, a legal, valid and binding obligation of such
Borrower enforceable against such Borrower in accordance with its terms,
subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally, general equitable principles (whether considered
in a proceeding in equity or at law) and an implied covenant of good faith and
fair dealing.


 


7.6.  No Legal Bar.  The execution, delivery and performance of
the Loan Documents to which each Borrower is a party, the issuance of Letters
of Credit, the Borrowings hereunder and the use of the proceeds thereof will
not violate any Requirement of Law or Contractual Obligation of such Borrower
or of any of its Subsidiaries and will not result in, or require, the creation
or imposition of any Lien on any of its or their respective properties or
revenues pursuant to any such Requirement of Law or Contractual Obligation.


 


7.7.  No
Material Litigation.  No litigation,
investigation or proceeding of or before any arbitrator or Governmental
Authority is pending or, to the knowledge of any Borrower, threatened by or
against such Borrower or any of its Subsidiaries or against any of its or their
respective properties or revenues (a) with respect to any of the Loan Documents
or any of the transactions contemplated hereby or thereby, or (b) which could
reasonably be expected to have a Material Adverse Effect.


 


7.8.  No Default.  None of the Borrowers or any of its
respective Subsidiaries is in default under or with respect to any of its
Contractual Obligations in any respect which could reasonably be expected to
have a Material Adverse Effect.  No
Default or Event of Default has occurred and is continuing.


 


7.9.  Ownership of Property;
Liens.  Each of the Company, each of
its Material Subsidiaries and each other Borrower has valid record and marketable
title in fee simple to, or a valid leasehold interest in, all its real
property, and valid title to, or a valid leasehold interest in, all its other
property, and none of such property is subject to any Lien except as permitted
by subsection 10.2.


 


7.10.  Intellectual
Property.  Each Borrower and its
Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, technology, know-how and processes necessary for the conduct of its
business as currently conducted, except for those the failure to own or license
which could not reasonably be expected to have a Material Adverse Effect (the “Intellectual
Property”).  No claim has been
asserted and is pending by any Person challenging or questioning the use of any
such Intellectual Property or the validity or effectiveness of any such
Intellectual Property which, if accurate, could reasonably be expected to have
a Material Adverse Effect, nor does any Borrower know of any valid basis for
any such claim.  To the best knowledge of
each Borrower, the use of such Intellectual Property by such Borrower and its
Subsidiaries does not infringe on the rights of any Person, except for such
claims and infringements that, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.


 


65





















 


7.11.  Taxes.  Each of the Company, each of its Material
Subsidiaries and each other Borrower has filed or caused to be filed all tax
returns which, to the knowledge of each Borrower are required to be filed and
has paid all taxes shown to be due and payable on said returns or on any
assessments made against it or any of its property and all other taxes, fees or
other charges imposed on it or any of its property by any Governmental
Authority (other than any the amount or validity of which are currently being
contested in good faith by appropriate proceedings and with respect to which
reserves in conformity with GAAP have been provided on the books of the Company
or its Subsidiaries, as the case may be); no tax Lien has been filed, and, to
the knowledge of each Borrower, no claim is being asserted, with respect to any
such tax, fee or other charge.


 


7.12.  Federal Regulations.  No part of the proceeds of any Loans, and no
other extensions of credit hereunder, 
will be used in any manner which would violate, or result in the
violation of, Regulation U of the Board of Governors of the Federal Reserve
System as now and from time to time hereafter in effect.  If requested by any Lender or any
Administrative Agent, each Borrower will furnish to each Administrative Agent
and each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form U-1 referred to in said Regulation U.


 


7.13.  ERISA.  Neither a Reportable Event nor an “accumulated
funding deficiency” (within the meaning of Section 412 of the Code or
Section 302 of ERISA) has occurred during the five-year period prior to the
date on which this representation is made or deemed made with respect to any
Plan, and each Plan has complied in all material respects with the applicable
provisions of ERISA and the Code.  No
termination of a Single Employer Plan has occurred that resulted, or could
reasonably be expected to result, in a material liability to the Company or any
Material Subsidiary, and no Lien in favor of the PBGC or a Plan has arisen,
during such five-year period.  The
present value of all accrued benefits under each Single Employer Plan (based on
those assumptions used to fund such Plans) did not, as of the last annual valuation
date prior to the date on which this representation is made or deemed made,
exceed the value of the assets of such Plan allocable to such accrued
benefits.  Neither the Company nor any
Commonly Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan that resulted, or could reasonably be expected to result, in
a material liability to the Company or any Material Subsidiary, and neither the
Company nor any Commonly Controlled Entity would become subject to any material
liability under ERISA if the Company or any such Commonly Controlled Entity
were to withdraw completely from all Multiemployer Plans as of the valuation
date most closely preceding the date on which this representation is made or
deemed made.  No such Multiemployer Plan
is in Reorganization or Insolvent.  The
present value (determined using actuarial and other assumptions which are
reasonable in respect of the benefits provided and the employees participating)
of the liability of the Company and each Commonly Controlled Entity for post
retirement benefits to be provided to their current and former employees under
Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA)
does not, in the aggregate, exceed the assets under all such Plans allocable to
such benefits by an amount in excess of $30,000,000.


 


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7.14.  Investment
Company Act; Other Regulations.  None
of the Borrowers is an “investment company”, or a company “controlled” by an “investment
company”, within the meaning of the Investment Company Act of 1940, as
amended.  None of the Borrowers is
subject to regulation under any Federal or State statute or regulation (other
than Regulation X of the Board of Governors of the Federal Reserve System)
which limits its ability to incur Indebtedness.


 


7.15.  Subsidiaries.  Schedule III hereto sets forth all of the
Subsidiaries of the Company at the date hereof.


 


7.16.  Environmental
Matters.  (a)  The
facilities and properties owned, leased or operated by the Company or any of
its Material Subsidiaries or any of its first-tier Foreign Subsidiaries (the “Properties”)
do not contain, and have not previously contained, any Materials of
Environmental Concern in amounts or concentrations which (i) constitute or
constituted a violation of, or (ii) could reasonably be expected to give rise
to liability under, any Environmental Law, except in either case insofar as
such violation or liability, or any aggregation thereof, is not reasonably
likely to result in the payment of a Material Environmental Amount.


 


(b)  
The Properties and all operations at the Properties are in compliance, and have
in the last three years been in compliance, in all material respects with all
applicable Environmental Laws, and there is no contamination at or under (or,
to the knowledge of any Borrower, about) the Properties or violation of any
Environmental Law with respect to the Properties or the business operated by
the Company or any of its Material Subsidiaries or any of its first-tier
Foreign Subsidiaries (the “Business”), except insofar as such violation
or failure to be in compliance or contamination, or any aggregation thereof, is
not reasonably likely to result in the payment of a Material Environmental
Amount.


 


(c)  
None of the Borrowers nor any of their respective Subsidiaries has received any
notice of violation, alleged violation, non-compliance, liability or potential
liability regarding environmental matters or compliance with Environmental Laws
with regard to any of the Properties or the Business, nor does any Borrower
have knowledge or reason to believe that any such notice will be received or is
being threatened, except insofar as such notice or threatened notice, or any
aggregation thereof, does not involve a matter or matters that is or are
reasonably likely to result in the payment of a Material Environmental Amount.


 


(d)  
Materials of Environmental Concern have not been transported or disposed of
from the Properties in violation of, or in a manner or to a location which
could reasonably be expected to give rise to liability under, any Environmental
Law, nor have any Materials of Environmental Concern been generated, treated,
stored or disposed of at, on or under any of the Properties in violation of, or
in a manner that could reasonably be expected to give rise to liability under,
any applicable Environmental Law, except insofar as any such violation or
liability referred to in this paragraph, or any


 


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aggregation thereof, is not reasonably likely
to result in the payment of a Material Environmental Amount.


 


(e)  
No judicial proceeding or governmental or administrative action is pending or,
to the knowledge of any Borrower, threatened, under any Environmental Law to which
the Company or any of its Material Subsidiaries or any of its first-tier
Foreign Subsidiaries is or will be named as a party with respect to the
Properties or the Business, nor are there any consent decrees or other decrees,
consent orders, administrative orders or other orders, or other administrative
or judicial requirements outstanding under any Environmental Law with respect
to the Properties or the Business, except insofar as such proceeding, action,
decree, order or other requirement, or any aggregation thereof, is not
reasonably likely to result in the payment of a Material Environmental Amount.


 


(f)  
There has been no release or threat of release of Materials of Environmental
Concern at or from the Properties, or arising from or related to the operations
of any Borrower or any Subsidiary in connection with the Properties or
otherwise in connection with the Business, in violation of or in amounts or in
a manner that could reasonably give rise to liability under Environmental Laws,
except insofar as any such violation or liability referred to in this
paragraph, or any aggregation thereof, is not reasonably likely to result in
the payment of a Material Environmental Amount.


 


7.17.  OFAC.  None of the Company, any Subsidiary of the
Company or any Affiliate of the Company is, to the knowledge of the Borrowers,
(i) named on the list of Specially Designated Nationals or Blocked Persons
maintained by the U.S. Department of the Treasury’s Office of Foreign Assets
Control available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html,
or (ii)(A) an agency of the government of a country, (B) an organization
controlled by a country, or (C) a Person resident in a country that is subject
to a sanctions program identified on the list maintained by the U.S. Department
of the Treasury’s Office of Foreign Assets Control and available at http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html,
or as otherwise published from time to time, as such program may be applicable
to such agency, organization or Person, and the proceeds from the Extensions of
Credit made pursuant to this Agreement will not be used to fund any operations
in, finance any investments or activities in, or make any payments to, any such
country or Person.


 


SECTION 8.                                CONDITIONS
PRECEDENT


 


8.1.  Conditions
to Initial Extension of Credit.  The
agreement of each Lender to make the initial Extension of Credit requested to
be made by it is subject to the satisfaction, immediately prior to or
concurrently with the making of such extension of credit on the Closing Date,
of the following conditions precedent:


 


(a)  
Credit Agreement.  The General Administrative
Agent (or its counsel) shall have received from each party hereto either
(i) a counterpart of this Agreement signed on behalf of such party or
(ii) written evidence satisfactory to the General Administrative Agent
(which may include telecopy transmission of a signed 


 


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signature page of this Agreement) that such
party has signed a counterpart of this Agreement.


 


(b)  
Legal Opinions.  The General Administrative
Agent shall have received, on behalf of itself, the other Administrative
Agents, the Lenders and the Issuing Bank, a favorable written opinion of each
of (i) Ropes & Gray LLP, counsel of the Company, substantially to the
effect set forth in Exhibit E-1, (ii) MacFarlanes, counsel for Reebok
UK, substantially to the effect set forth in Exhibit E-2, (iii) David A.
Pace, General Counsel of the Company, substantially to the effect set forth in
Exhibit E-3, (iv) McCarthy Tétrault LLP, counsel for Reebok Canada,
substantially to the effect set forth in Exhibit E-4 and (v) Stewart
McKelvey Stirling Scales, counsel to Sport, substantially to the effect set
forth in Exhibit E-5, in each case (A) dated the Closing Date,
(B) addressed to the Issuing Bank, the Administrative Agents and the
Lenders, and (C) covering such other matters relating to this Agreement
and the transactions contemplated hereby as the General Administrative Agent
shall reasonably request, and the Borrowers hereby request such counsel to
deliver such opinions.


 


(c)  
Corporate Documents.  The General Administrative
Agent shall have received (i) a copy of the certificate of incorporation
or memorandum and articles of association (or comparable charter document), as
the case may be, including all amendments thereto, of each Borrower, certified
as of a recent date by (A) the Secretary of the Commonwealth of
Massachusetts (in the case of the Company), (B) by the Assistant Registrar
of Companies, in the case of Reebok UK, (C) by Industry Canada in the case
of Reebok Canada and (D) by the appropriate New Brunswick authority in the case
of Sport (and a certificate as to the good standing of the Company as of a
recent date by the Secretary of the Commonwealth of Massachusetts); (ii) a
certificate of the Secretary or Assistant Secretary of each Borrower dated the
Closing Date and certifying (w)  that attached thereto is a true and
complete copy of the by-laws (or analogous documents, if applicable) of such
Borrower as in effect on the Closing Date and at all times since a date prior
to the date of the resolutions described in clause (x) below,
(x) that attached thereto is a true and complete copy of resolutions duly
adopted by the Board of Directors (or the Executive Committee thereof) of such
Borrower, authorizing the execution, delivery and performance of this Agreement
and the borrowings hereunder, and that such resolutions have not been modified,
rescinded or amended and are in full force and effect, (y) that the
certificate of incorporation or memorandum and articles of association (or
comparable charter document) of such Borrower have not been amended since the
date of the last amendment thereto shown on the certificate furnished pursuant
to clause (i) above, and (z) as to the incumbency and specimen
signature of each officer executing this Agreement or any other document
delivered in connection herewith on behalf of such Borrower; (iii) a
certificate of another officer as to the incumbency and specimen signature of
the Secretary or Assistant Secretary executing the certificate pursuant to (ii)
above; and (iv) such other documents relating to the Borrowers, this
Agreement or the transactions contemplated hereby as the Lenders, the Issuing
Bank or any Administrative Agent may reasonably request.


 


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(d)  
Officers’ Certificates.  The General
Administrative Agent shall have received a certificate, dated the Closing Date
and signed by a Responsible Officer of each Borrower, confirming compliance
with the conditions precedent set forth in paragraphs (a) and (b) of subsection 8.2.


 


(e)  
Fees.  The Administrative Agents
shall have received all fees and other amounts due and payable on or prior to
the Closing Date, including, to the extent invoiced, reimbursement or payment
of all out-of-pocket expenses required to be reimbursed or paid by the
Borrowers hereunder.


 


(f)  
Existing Credit Agreement.  All
principal, interest, fees and other amounts outstanding or due under the
Existing Credit Agreement shall have been paid in full, the commitments
thereunder terminated and all guarantees thereof released and discharged, and
the General Administrative Agent shall have received satisfactory evidence
thereof.


 


(g)  
USA PATRIOT Act.  The Lenders
shall have received, to the extent requested, all documentation and other
information required by regulatory authorities under applicable “know your
customer” and anti-money laundering rules and regulations, including the USA PATRIOT
Act.


 


8.2.  Conditions
to Each Extension of Credit.  The
agreement of each Lender to make any Extension of Credit requested to be made
by it on any date (including, without limitation, its initial Extension of Credit)
is subject to the satisfaction of the following conditions precedent:


 


(a)  
Representations and Warranties.  Each
of the representations and warranties made by the Borrowers in or pursuant to
the Loan Documents (other than, in the case of a Borrowing the sole purpose of
which is to refinance maturing commercial paper (as certified by a Responsible
Officer of the Company at the time of the related Notice of Borrowing), the
representations and warranties set forth in subsections 7.2 and 7.7) shall
be true and correct in all material respects on and as of such date as if made
on and as of such date.


 


(b)  
No Default.  No Default or Event
of Default shall have occurred and be continuing on such date or after giving
effect to the Extensions of Credit requested to be made on such date.


 


Each Borrowing
by and issuance of a Letter of Credit for the account of any Borrower hereunder
shall constitute a representation and warranty by the Company and such Borrower
as of the date thereof that the conditions contained in this subsection 8.2 have
been satisfied.


 


SECTION 9.                                AFFIRMATIVE
COVENANTS


 


The Borrowers
hereby agree that, so long as any of the Commitments remain in effect, any
Letter of Credit remains outstanding or any amount is owing to any 


 


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Lender or an Agent hereunder or under any other Loan Document, the
Company shall and (except in the case of delivery of financial information,
reports and notices) shall cause each of its Subsidiaries to:


 


9.1.  Financial Statements.  Furnish to each Lender and the Administrative
Agents:


 


(a)  
as soon as available, but in any event within 90 days after the end of
each fiscal year of the Company, a copy of the consolidated balance sheet of
the Company and its consolidated Subsidiaries as at the end of such year and
the related consolidated statements of income and retained earnings and of cash
flows for such year, setting forth in each case in comparative form the figures
for the previous year, reported on without a “going concern” or like
qualification or exception, or qualification arising out of the scope of the
audit, by Ernst & Young LLP or other independent certified public
accountants of nationally recognized standing; and


 


(b)  
as soon as available, but in any event not later than 45 days after the end of
each of the first three quarterly periods of each fiscal year of the Company,
the unaudited consolidated balance sheet of the Company and its consolidated
Subsidiaries as at the end of such quarter and the related unaudited
consolidated statements of income and retained earnings and of cash flows of
the Company and its consolidated Subsidiaries for such quarter and the portion
of the fiscal year through the end of such quarter, setting forth in each case
in comparative form the figures for the previous year, certified by a
Responsible Officer as being fairly stated in all material respects (subject to
normal year-end audit adjustments);


 


all such
financial statements shall be complete and correct in all material respects and
shall be prepared in reasonable detail and in accordance with GAAP applied
consistently throughout the periods reflected therein and with prior periods
(except as approved by such accountants or officer, as the case may be, and
disclosed therein).


 


9.2.  Certificates;
Other Information.  Furnish to each
Lender and the Administrative Agents:


 


(a)  
concurrently with the delivery of the financial statements referred to in subsection
9.1(a), a certificate of the independent certified public accountants reporting
on such financial statements stating that in making the examination necessary
therefor no knowledge was obtained of any Default or Event of Default, except
as specified in such certificate;


 


(b)  
concurrently with the delivery of the financial statements referred to in subsections
9.1(a) and (b), a certificate of a Responsible Officer (i) stating that, to the
best knowledge of such Responsible Officer, each Borrower has observed or
performed all of its covenants and other agreements, and satisfied every
condition, contained in this Agreement and the other Loan Documents to be
observed, performed or satisfied by it, and that such Officer has obtained no
knowledge of any Default or Event of Default except as specified in such
certificate and (ii) setting forth the computations used by the


 


71





















 


Company in determining (as of the end of such
fiscal period) compliance with the covenants contained in subsection 10.1;


 


(c)  
within five days after the same are sent, copies of all financial statements
and reports which the Company sends to its stockholders, and within five days
after the same are filed, copies of all financial statements and reports which
the Company may make to, or file with, the Securities and Exchange Commission
or any successor or analogous Governmental Authority;


 


(d)  
promptly after the request by any Lender, all documentation and other
information that such Lender reasonably requests in order to comply with its
ongoing obligations under applicable “know your customer” and anti-money
laundering rules and regulations, including the USA PATRIOT Act; and


 


(e)  
promptly, such additional financial and other information as any Lender may
from time to time reasonably request.


 


9.3.  Payment of Obligations.  Pay, discharge or otherwise satisfy at or
before maturity in accordance with customary terms or before they become
delinquent, as the case may be, all of its material obligations of whatever
nature, except where the amount or validity thereof is currently being contested
in good faith by appropriate proceedings and reserves in conformity with GAAP
with respect thereto have been provided on the books of the Company or its
Subsidiaries, as the case may be.


 


9.4.  Conduct of Business and
Maintenance of Existence.  Continue to
engage in business of the same general type as now conducted by it and
preserve, renew and keep in full force and effect its corporate existence and
take all reasonable action to maintain all rights, privileges and franchises
necessary or (in the reasonable judgment of the Company) desirable in the
normal conduct of its business except as otherwise permitted pursuant to subsection
10.3; comply with all Contractual Obligations and Requirements of Law except to
the extent that failure to comply therewith could not, in the aggregate, be
reasonably expected to have a Material Adverse Effect.


 


9.5.  Maintenance
of Property; Insurance; Trademark License. 
(a)  Keep all property useful and necessary in its business in
good working order and condition; maintain with financially sound and reputable
insurance companies insurance on all its material property in at least such
amounts and against at least such risks as are usually insured against in the
same general area by companies engaged in the same or a similar business; and
furnish to each Lender, upon written request, full information as to the
insurance carried.


 


(b)  
Keep in full force and effect, and comply in all material respects with the
terms of, a license agreement between the Company and any wholly-owned
Subsidiary of the Company or of Reebok UK which is substantially similar in
form and substance to the License Agreement, dated as of August 6, 1979,
between the Company (as successor to Reebok U.S.A. Limited, Inc.) and Reebok
UK, as the same may be 


 


72





















 


amended, supplemented or otherwise modified
in a manner which could not reasonably be expected to have a Material Adverse
Effect.


 


9.6.  Inspection
of Property; Books and Records; Discussions.  Keep proper books of records and account in
which full, true and correct entries in conformity with GAAP and all
Requirements of Law shall be made of all dealings and transactions in relation
to its business and activities; and permit representatives of any Lender to visit
and inspect any of its properties and examine and make abstracts from any of
its books and records at any reasonable time (upon reasonable advance notice,
when no Default or Event of Default has occurred and is continuing) and as
often as may reasonably be desired and to discuss the business, operations,
properties and financial and other condition of the Company and its
Subsidiaries with officers and employees of the Company and its Subsidiaries
and with its independent certified public accountants.


 


9.7.  Notices.  Promptly give notice to the General Administrative
Agent (which shall give prompt notice thereof to the Lenders) of:


 


(a)  
the occurrence of any Default or Event of Default;


 


(b)  
any (i) default or event of default under any Contractual Obligation of the
Company or any of its Subsidiaries or (ii) litigation, investigation or
proceeding which may exist at any time between the Company or any of its
Subsidiaries and any Governmental Authority, which in either case, if not cured
or if adversely determined, as the case may be, could reasonably be expected to
have a Material Adverse Effect;


 


(c)  
any litigation or proceeding affecting the Company or any of its Subsidiaries
in which the amount involved is $30,000,000 or more and not covered by insurance
or in which injunctive or similar relief is sought which could have a Material
Adverse Effect;


 


(d)  
the following events, as soon as possible and in any event within 30 days after
the Company knows or has reason to know thereof:  (i) the occurrence or expected occurrence of
any Reportable Event with respect to any Plan, a failure to make any required
contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan
or any withdrawal from, or the termination, Reorganization or Insolvency of,
any Multiemployer Plan or (ii) the institution of proceedings or the taking of
any other action by the PBGC or the Company or any Commonly Controlled Entity
or any Multiemployer Plan with respect to the withdrawal from, or the
terminating, Reorganization or Insolvency of, any Plan;


 


(e)  
any change in the Credit Rating of the Company promptly upon the effectiveness
thereof; and


 


(f)  
the occurrence of (i) any material adverse change in the business, operations,
property, condition (financial or otherwise) or prospects of the Company and
its Subsidiaries taken as a whole or (ii) any development or event which could
reasonably be expected to have a material adverse effect on the rights or
remedies of the 


 


73





















 


Administrative Agents or the Lenders
hereunder or under any of the other Loan Documents.


 


Each notice
pursuant to this subsection 9.7 shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Company proposes to take with respect thereto.


 


9.8.  Environmental
Laws.  (a)  Comply with,
and use reasonable efforts to ensure compliance by all tenants and subtenants,
if any, with, all applicable Environmental Laws and obtain and comply with and
maintain, and use reasonable efforts to ensure that all tenants and subtenants
obtain and comply with and maintain, any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental
Laws, except to the extent that failure to do so could not be reasonably
expected to have a Material Adverse Effect.


 


(b)  
Conduct and complete all investigations, studies, sampling and testing, and all
remedial, removal and other actions required under Environmental Laws and
promptly comply in all material respects with all lawful orders and directives
of all Governmental Authorities regarding Environmental Laws, except to the
extent that the same are being contested in good faith by appropriate proceedings
and the pendency of such proceedings could not be reasonably expected to have a
Material Adverse Effect.


 


SECTION 10.                          NEGATIVE
COVENANTS


 


The Borrowers
hereby agree that, so long as any of the Commitments remain in effect, any
Letter of Credit remains outstanding or any amount is owing to any Lender or an
Agent hereunder or under any other Loan Document, the Company shall not, and
shall not permit any of its Subsidiaries to, directly or indirectly:


 


10.1.  Financial
Condition Covenants.


 


(a)  
Indebtedness to EBITDA.  Permit
the ratio of (i) total Indebtedness of the Company and its Subsidiaries on a
consolidated basis at any date minus cash and cash equivalents then held by the
Company and its Subsidiaries to the extent that such cash and cash equivalents
are in excess of $50,000,000 to (ii) EBITDA of the Company and its Subsidiaries
on a consolidated basis for the period of four consecutive fiscal quarters most
recently ended on or prior to such date for which the Company has delivered the
financial statements contemplated by subsection 9.1(a) or (b), as the case may
be, to be greater than 3.00 to 1.00.


 


(b)  
Interest Coverage.  Permit, for
any period of four consecutive fiscal quarters most recently ended, the ratio
of (i) EBITDA of the Company and its Subsidiaries on a consolidated basis for
such period to (ii) the amount of interest expense, both expensed and
capitalized, of the Company and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP, for such period on the aggregate principal
amount of their consolidated Indebtedness, to be less than 3.00 to 1.00.


 


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10.2.  Limitation
on Liens.  Create, incur, assume or
suffer to exist any Lien upon any of its property, assets or revenues, whether
now owned or hereafter acquired, except for:


 


(a)  
Liens for taxes not yet due or which are being contested in good faith by
appropriate proceedings, provided that adequate reserves with respect
thereto are maintained on the books of the Company or its Subsidiaries, as the
case may be, in conformity with GAAP (or, in the case of Foreign Subsidiaries,
generally accepted accounting principles in effect from time to time in their
respective jurisdictions of incorporation);


 


(b)  
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like
Liens arising in the ordinary course of business which are not overdue for a
period of more than 90 days or which are being contested in good faith by
appropriate proceedings;


 


(c)  
pledges or deposits in connection with workers’ compensation, unemployment
insurance and other social security legislation and deposits securing liability
to insurance carriers under insurance or self-insurance arrangements;


 


(d)  
deposits to secure the performance of bids, trade contracts (other than for
borrowed money), leases, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in the
ordinary course of business;


 


(e)  
easements, rights-of-way, servitudes, restrictions and other similar
encumbrances incurred in the ordinary course of business which, in the
aggregate, are not substantial in amount and which do not in any case
materially detract from the value of the property subject thereto or materially
interfere with the ordinary conduct of the business of the Company or any
Subsidiary;


 


(f)  
Liens in existence on the date hereof listed on Schedule IV and any Liens that
replace, renew or extend such Liens, provided that no such Lien is
spread to cover any additional property after the date hereof and that the
amount of Indebtedness secured thereby is not increased;


 


(g)  
Liens securing Indebtedness of the Company and its Subsidiaries incurred to
finance or refinance the acquisition of fixed or capital assets, provided
that (i) such Liens shall be created substantially simultaneously with the
acquisition of such fixed or capital assets (or, in the case of any
refinancing, secured the Indebtedness being refinanced) or within 90 days
following such acquisition, (ii) such Liens do not at any time encumber
any property other than the property originally financed by such Indebtedness
and (iii) the amount of Indebtedness secured thereby is not increased;


 


(h)  
Liens on assets of any Foreign Subsidiary securing Indebtedness or Guarantee
Obligations of such Foreign Subsidiary;


 


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(i)  
Liens securing Indebtedness in the nature of reimbursement obligations on
account of commercial letters of credit which encumber only the assets acquired
or shipped with the support of such commercial letter of credit;


 


(j)  
Liens on the property or assets of a Person which becomes a Subsidiary after
the date hereof securing Indebtedness of such Subsidiary which existed at the
date of acquisition and was not incurred in anticipation thereof and any Liens
that replace, renew or extend such Liens; provided that (i) such original
Liens existed at the time such Person became a Subsidiary and were not created
in anticipation thereof, (ii) any such Lien is not spread to cover any
additional property or assets of such Person (or the property or assets of the
Company or any other Subsidiary) after the time such Person becomes a
Subsidiary, and (iii) the amount of Indebtedness secured thereby is not
increased;


 


(k)  
Liens on accounts receivable (and related records and rights) that are sold by
the Company or any of its Subsidiaries to a special purpose entity (an “SPE”)
pursuant to a “true sale” securitization program, the proceeds of which are
made available, directly or indirectly, to the Company or any of its
Subsidiaries; provided that no related Indebtedness is recourse to the
Company or any of its Subsidiaries (other than the SPE to which such
receivables are sold);


 


(l)  
any judgment Lien securing an amount not exceeding $30,000,000 if (i) the
judgment secured thereby is discharged, or execution thereof is stayed pending
appeal, within 60 days after the entry thereof and (ii) if stayed pending
appeal, such judgment is discharged within 60 days after the expiration of any
such stay; and


 


(m)  
Liens (not otherwise permitted hereunder) which secure obligations not exceeding
(as to the Company and all Subsidiaries) $30,000,000 in aggregate amount at any
time outstanding.


 


10.3.  Limitation
on Fundamental Changes.  Enter into
any merger, consolidation or amalgamation to which it is not the continuing or
surviving corporation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), except that any Subsidiary of a Borrower may be
merged, amalgamated or consolidated with or liquidated into such Borrower (provided
that (a) such Borrower shall be the continuing or surviving corporation and (b)
in the case of a merger, amalgamation or consolidation of any other Borrower with
or liquidation into the Company, the Company shall be the continuing or
surviving corporation) or with or into any one or more wholly owned
Subsidiaries of the Company (provided that the wholly owned Subsidiary
or Subsidiaries shall be the continuing or surviving corporation).


 


10.4.  Limitation
on Sale of Assets.  Convey, sell,
lease, assign, transfer or otherwise dispose of all or substantially all of the
property, business or assets (including, without limitation, receivables and
leasehold interests) of the Company and its Subsidiaries taken as a whole,
whether now owned or hereafter acquired, in any single transaction or any series
of related transactions.  Notwithstanding
the foregoing provisions of this subsection 10.4, the trademark “Reebok” shall
at all times be subject to


 


76





















 


a valid license agreement in favor of the
Company having terms substantially similar to the License Agreement described
in subsection 9.5(b).


 


10.5.  Limitation
on Transactions with Affiliates. 
Enter into any transaction, including, without limitation, any purchase,
sale, lease or exchange of property or the rendering of any service, with any
Affiliate unless such transaction is (a) otherwise permitted under this
Agreement, (b) in the ordinary course of the Company’s or such Subsidiary’s
business and (c) upon fair and reasonable terms no less favorable to the
Company or such Subsidiary, as the case may be, than it would obtain in a
comparable arm’s-length transaction with a Person which is not an Affiliate (it
being understood that (i) such fairness and reasonableness shall, in the case
of arrangements with joint ventures with unaffiliated third parties, be
determined in the context of all arrangements between the Company and its
Subsidiaries, on the one hand, and such joint venture, on the other hand and
(ii) this subsection 10.5 shall not prohibit the transactions with Onfield
Apparel Group LLC, Smart Shine Industries Limited and New Point Industrial
Limited described on Schedule V).


 


10.6.  Limitation
on Changes in Fiscal Year.  Permit
the fiscal year of the Company to end on a day other than the Saturday nearest
to December 31st or December 31st.


 


10.7.  Limitation
on Lines of Business.  Enter into, to
any material extent, any business, either directly or through any Subsidiary,
except for (i) the design and marketing of sports, leisure and fitness products
and services, including footwear, apparel, accessories, equipment and videos,
(ii) the design and marketing of footwear, apparel and accessories for
non-athletic use, (iii) the businesses in which the Company and its
Subsidiaries are engaged on the date hereof and businesses of a similar type
and (iv) other activities reasonably related, ancillary or complementary
thereto.


 


SECTION 11.                          GUARANTEE


 


11.1.  Guarantee.  In order to induce the Lenders, the Issuing
Bank, and the Agents to execute and deliver this Agreement and to make the
Loans hereunder, and in consideration thereof:


 


(a)  
The Company hereby unconditionally and irrevocably guarantees to the
Administrative Agents, for the ratable benefit of the Lenders and the Issuing
Bank, the prompt and complete payment and performance when due (whether at the
stated maturity, by acceleration or otherwise) of the Guaranteed Obligations.  The Company further agrees to pay any and all
expenses (including, without limitation, all reasonable fees and disbursements
of counsel) which may be paid or incurred by the Agents or by the Lenders in
enforcing, or obtaining advice of counsel in respect of, any of their rights
under this Section 11.  Without limiting
the generality of the foregoing, the Company’s liability shall extend to all
amounts that constitute part of the Guaranteed Obligations and would be owed by
any Non-US Borrower but for the fact that they are unenforceable or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such Non-US Borrower. 
This Guarantee shall remain in full force and effect 


 


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until all the Guaranteed Obligations have
been paid in full, notwithstanding that from time to time prior thereto any
Non-US Borrower may be free from any Guaranteed Obligation.


 


(b)  
The Company agrees that whenever, at any time, or from time to time, it shall
make any payment to any Administrative Agent or any Lender on account of its
liability under this Section 11, it will notify such Administrative Agent or
such Lender in writing that such payment is made under this Section 11 for such
purpose.  No payment or payments made by any
Non-US Borrower or any other Person or received or collected by any
Administrative Agent or any Lender from any Non-US Borrower or any other Person
by virtue of any action or proceeding or any setoff or appropriation or
application, at any time or from time to time, in reduction of or in payment of
the Guaranteed Obligations shall be deemed to modify, reduce, release or
otherwise affect the liability of the Company hereunder which shall remain
obligated hereunder, notwithstanding any such payment or payments (other than
payments made by or received or collected from the Company in respect of the Guaranteed
Obligations) until the date upon which the Guaranteed Obligations have been
paid in full and the Commitments have been terminated.


 


11.2.  Right of Setoff.  Upon the occurrence and continuance of any
Event of Default, each Administrative Agent and each Lender are hereby
irrevocably authorized by the Company at any time and from time to time without
notice to the Company, any such notice being hereby waived by the Company, to
set off and appropriate and apply any and all deposits (general or special,
time or demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Administrative Agent or such Lender to or for the credit or the
account of the Company, or any part thereof in such amounts as such Administrative
Agent or such Lender may elect, on account of the liabilities of the Company
hereunder and claims of every nature and description of such Administrative
Agent or such Lender against the Company, in any currency, whether arising
hereunder or any other Loan Document or otherwise, as such Administrative Agent
or such Lender may elect, whether or not such Administrative Agent or such
Lender has made any demand for payment and although such liabilities and claims
may be contingent or unmatured.  Each Administrative
Agent and each Lender shall notify the Company promptly of any such setoff made
by it and the application made by it of the proceeds thereof; provided
that the failure to give such notice shall not affect the validity of such
setoff and application.  The rights of each
Administrative Agent and each Lender under this subsection are in addition to
other rights and remedies (including, without limitation, other rights of
setoff) which such Administrative Agent or such Lender may have.


 


11.3.  No Subrogation.  Notwithstanding any payment or payments made
by the Company hereunder, or any setoff or application of funds of the Company
by any Administrative Agent or any Lender, the Company shall not be entitled to
be subrogated to any of the rights of any Administrative Agent or any Lender
against any Non-US Borrower or against any collateral security or guarantee or
right of offset held by any 


 


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Administrative Agent or any Lender for the
payment of the Guaranteed Obligations, nor shall the Company seek or be
entitled to seek any contribution or reimbursement from any Non-US Borrower in
respect of payments made by the Company hereunder, until the Guaranteed Obligations
have been paid in full.  If any amount
shall be paid to the Company on account of such subrogation rights at any time
when all of the Guaranteed Obligations shall not have been paid in full, such
amount shall be held by the Company in trust for the Administrative Agents and
the Lenders, segregated from other funds of the Company, and shall, forthwith
upon receipt by the Company, be turned over to the Administrative Agents in the
exact form received by the Company (duly indorsed by the Company to the
Administrative Agents, if required), to be applied against the Guaranteed Obligations
whether matured or unmatured, in such order as the Administrative Agents may
determine.


 


11.4.  Amendments, etc.  The Company shall remain obligated hereunder
notwithstanding that, without any reservation of rights against the Company,
and without notice to or further assent by the Company, any demand for payment
of any of the Guaranteed Obligations made by any Administrative Agent or any
Lender may be rescinded by such Administrative Agent or such Lender, and any of
the Guaranteed Obligations continued, and the Guaranteed Obligations or the
liability of any other party upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended,
modified, accelerated, compromised, waived, surrendered or released by any Administrative
Agent or any Lender, and this Agreement, any other Loan Document and any other
documents executed and delivered in connection herewith or therewith may be
amended, modified, supplemented or terminated, in whole or in part, as the
Lenders may deem advisable from time to time, and any collateral security,
guarantee or right of offset at any time held by any Administrative Agent or
any Lender for the payment of the Guaranteed Obligations may be sold,
exchanged, waived, surrendered or released. 
Neither any Administrative Agent nor any Lender shall have any
obligation to protect, secure, perfect or insure any Lien at any time held by
it as security for the Guaranteed Obligations or pursuant to this Section 11 or
any property subject thereto.


 


11.5.  Guarantee
Absolute and Unconditional.  The
Company waives any and all notice of the creation, renewal, extension or
accrual of any of the Guaranteed Obligations and notice of or proof of reliance
by any Administrative Agent or any Lender upon the guarantee contained in this
Section 11 or acceptance of the guarantee provisions of this Section 11; the Guaranteed
Obligations and any of them, shall conclusively be deemed to have been created,
contracted or incurred in reliance upon the guarantee contained in this
Section 11; and all dealings between the Non-US Borrowers or the Company,
on the one hand, and the Administrative Agents and the Lenders, on the other,
shall likewise be conclusively presumed to have been had or consummated in
reliance upon the guarantee contained in this Section 11.  The Company waives (to the extent permitted
by law) diligence, presentment, protest, demand for payment and notice of
default or nonpayment to or upon the Non-US Borrowers or the Company with
respect to the Guaranteed Obligations. 
The guarantee contained in this Section 11 shall be construed as a
continuing, absolute and unconditional guarantee of payment without 


 


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regard to (a) the validity or enforceability
of this Agreement, any other Loan Document or any of the documents executed in
connection herewith or therewith, any of the Guaranteed Obligations or any
collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by any Administrative Agent or
any Lender, (b) any defense (including, without limitation, any statute of
limitations), setoff or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by any Non-US
Borrower against any Administrative Agent or any Lender, or (c) any other
circumstance whatsoever (with or without notice to or knowledge of a Non-US
Borrower or the Company) which constitutes, or might be construed to
constitute, an equitable or legal discharge of a Non-US Borrower for all or any
part of the Guaranteed Obligations, or of the Company under the guarantee
contained in this Section 11, in bankruptcy or in any other instance.  When any Administrative Agent or any Lender
is pursuing its rights and remedies hereunder against the Company, any
Administrative Agent or any Lender may, but shall be under no obligation to,
pursue such rights and remedies as it may have against any Non-US Borrower or
any other Person or against any collateral security, guarantee for any of the Guaranteed
Obligations or any right of offset with respect thereto, and any failure by any
Administrative Agent or any Lender to pursue such other rights or remedies or
to collect any payments from any Non-US Borrower or any such other Person or to
realize upon any such collateral security or guarantee or to exercise any such
right of offset, or any release of any Non-US Borrower or any such other Person
or of any such collateral security, guarantee or right of offset, shall not
relieve the Company of any liability hereunder, and shall not impair or affect
the rights and remedies, whether express, implied or available as a matter of
law, of the Administrative Agents and the Lenders against the Company.


 


11.6.  Reinstatement.  The guarantee contained in this Section 11
shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Guaranteed Obligations is
rescinded or must otherwise be restored or returned by any Administrative Agent
or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of a Non-US Borrower, respectively, or upon or as a result of
the appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, a Non-US Borrower or any substantial part of its property, or
otherwise, all as though such payments had not been made.


 


11.7.  Payments.  The Company hereby agrees that the amounts
payable by the Company hereunder will be paid to the Administrative Agents
without setoff or counterclaim in immediately available funds in the same
currency as the underlying Guaranteed Obligation in respect of which payment is
being made at the office of the applicable Administrative Agent listed in subsection 14.2
or at such other office as such Administrative Agent shall designate in writing
to the Company.


 


SECTION 12.                          EVENTS OF DEFAULT


 


If any of the
following events shall occur and be continuing:


 


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(a)  
Any Borrower shall fail to pay any principal of any Loan when due in accordance
with the terms thereof or hereof; or any Borrower shall fail to pay any
interest on any Loan, or any other amount payable hereunder, within five
Business Days after any such interest or other amount becomes due in accordance
with the terms thereof or hereof; or


 


(b)  
Any representation or warranty made or deemed made by any Borrower herein or in
any other Loan Document or which is contained in any certificate, document or
financial or other statement furnished by it at any time under or in connection
with this Agreement or any such other Loan Document shall prove to have been
incorrect in any material respect on or as of the date made or deemed made; or


 


(c)  
The Company shall default in the observance or performance of any agreement
contained in Section 10; or


 


(d)  
Any Borrower shall default in the observance or performance of any other
agreement contained in this Agreement or any other Loan Document (other than as
provided in paragraphs (a) through (c) of this Section 12), and such default
shall continue unremedied for a period of 30 days after the earlier of (i) the
date upon which an executive officer of any Borrower has actual knowledge
thereof and (ii) the date upon which any Administrative Agent or any
Lender gives notice to the Company thereof; or


 


(e)  
The Company or any of its Subsidiaries shall (i) default in any payment of
principal of or interest on any Indebtedness (other than the Loans) or in the
payment of any Guarantee Obligation or in any net payment under any interest
rate protection agreement, foreign currency exchange agreement, commodity price
protection agreement or other interest rate or currency exchange or commodity
price arrangement (collectively “Hedging Obligations”), beyond the
period of grace (not to exceed 60 days), if any, provided in the instrument or
agreement under which such Indebtedness, Guarantee Obligation or Hedging
Obligation was created; or (ii) default in the observance or performance of any
other agreement or condition relating to any such Indebtedness, Guarantee
Obligation or Hedging Obligation or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or holders of such Indebtedness or Hedging
Obligation or beneficiary or beneficiaries of such Guarantee Obligation (or a
trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause, with the giving of notice or the passage of time if
required, such Indebtedness or Hedging Obligation to become due prior to its
stated maturity or such Guarantee Obligation to become payable; provided,
however, that no Default or Event of Default shall exist under this
paragraph unless the aggregate amount of Indebtedness, Guarantee Obligations
and/or Hedging Obligations in respect of which any default or other event or
condition referred to in this paragraph shall have occurred shall be equal to
at least $30,000,000; or


 


(f)  
(i) Any Borrower or any Material Subsidiary shall commence any case, proceeding
or other action (A) under any existing or future law of any jurisdiction, 


 


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domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, custodian,
conservator or other similar official for it or for all or any substantial part
of its assets, or any Borrower or any Material Subsidiary shall make a general
assignment for the benefit of its creditors; or (ii) there shall be commenced
against any Borrower or any Material Subsidiary any case, proceeding or other
action of a nature referred to in clause (i) above which (A) results in the
entry of an order for relief or any such adjudication or appointment or (B)
remains undismissed, undischarged or unbonded for a period of 60 days; or (iii)
there shall be commenced against any Borrower or any Material Subsidiary any
case, proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part of
its assets which results in the entry of an order for any such relief which
shall not have been vacated, discharged, or stayed or bonded pending appeal
within 60 days from the entry thereof; or (iv) any Borrower or any Material
Subsidiary shall take any action in furtherance of, or indicating its consent to,
approval of, or acquiescence in, any of the acts set forth in clause (i), (ii),
or (iii) above; or (v) any Borrower or any Material Subsidiary shall generally
not, or shall be unable to, or shall admit in writing its inability to, pay its
debts as they become due; or


 


(g)  
(i) Any Person shall engage in any non-exempt “prohibited transaction” (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any
Plan, (ii) any “accumulated funding deficiency” (as defined in Section 302 of
ERISA), whether or not waived, shall exist with respect to any Plan or any Lien
in favor of the PBGC or a Plan shall arise on the assets of the Company or any
Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect
to, or proceedings shall commence to have a trustee appointed, or a trustee
shall be appointed, to administer or to terminate, any Single Employer Plan,
which Reportable Event or commencement of proceedings or appointment of a
trustee is, in the reasonable opinion of the Required Lenders, likely to result
in the termination of such Plan for purposes of Title IV of ERISA, (iv) any
Single Employer Plan shall terminate for purposes of Title IV of ERISA,
(v) the Company or any Commonly Controlled Entity shall, or in the
reasonable opinion of the Required Lenders is likely to, incur any liability in
connection with a withdrawal from, or the Insolvency or Reorganization of, a
Multiemployer Plan or (vi) any other adverse event or condition shall occur
with respect to a Plan; and in each case in clauses (i) through (vi) above,
such event or condition, together with all other such events or conditions, if
any, could reasonably be expected to involve an aggregate amount of liability
to the Company or any Material Subsidiary in excess of $30,000,000; or


 


(h)  
One or more judgments or decrees shall be entered against one or more Borrowers
or Material Subsidiaries involving in the aggregate a liability (not paid or
fully covered by insurance) of $30,000,000 or more, and all such judgments or
decrees shall not have been vacated, discharged, stayed or bonded pending
appeal within 60 days from the entry thereof; or


 


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(i)  
the guarantee set forth in Section 12 shall cease, for any reason, to be
in full force and effect or the Company shall so assert; or


 


(j)  
(i) Any Person or “group” (within the meaning of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended, but other than the Fireman Group)
(A) shall have acquired beneficial ownership of 20% or more of any outstanding
class of Capital Stock having ordinary voting power in the election of
directors of the Company or (B) shall obtain the power (whether or not
exercised) to elect a majority of the Company’s directors or (ii) the Board of
Directors of the Company shall not consist of a majority of Continuing
Directors; “Continuing Directors” shall mean the directors of the
Company on the date hereof and each other director, if such other director’s
nomination for election to the Board of Directors of the Company is recommended
by a majority of the then Continuing Directors; or


 


(k)  
the Company shall not own, directly or indirectly, (i) all of the issued
and outstanding Capital Stock (other than directors’ qualifying shares and one
share of such Capital Stock which is owned of record by Credit Suisse First
Boston LLC) of Reebok UK or (ii) all the issued and outstanding Capital
Stock (other than directors’ qualifying shares) of each other Borrower;


 


then, and in
any such event, (A) if such event is an Event of Default specified in clause (i)
or (ii) of paragraph (f) of this Section 12 with respect to a Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under
this Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters
of Credit shall have presented the documents required thereunder) shall
immediately become due and payable, and (B) if such event is any other Event of
Default, either or both of the following actions may be taken:  (i) with the consent of the Required Lenders,
the General Administrative Agent may, or upon the request of the Required Lenders,
the General Administrative Agent shall, by notice to the Borrowers declare the
Commitments to be terminated forthwith, whereupon the Commitments shall
immediately terminate; and (ii) with the consent of the Required Lenders, the
General Administrative Agent may, or upon the request of the Required Lenders, the
General Administrative Agent shall, by notice to the Borrowers, declare the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters
of Credit shall have presented the documents required thereunder) to be due and
payable forthwith, whereupon the same shall immediately become due and
payable.  With respect to all Letters of
Credit with respect to which presentment for honor shall not have occurred at
the time of an acceleration pursuant to this paragraph, the applicable Account
Party shall at such time deposit in a cash collateral account opened by the
General Administrative Agent an amount equal to the aggregate then undrawn and
unexpired amount of such Letters of Credit. 
The Account Parties hereby grant to the General Administrative Agent,
for the benefit of the Issuing Banks and the L/C Participants, a security
interest in such cash collateral to secure all obligations under this Agreement
and the other Loan


 


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Documents.  Amounts held in such cash collateral account
shall be applied by the General Administrative Agent to the payment of drafts
drawn under such Letters of Credit, and the unused portion thereof after all
such Letters of Credit shall have expired or been fully drawn upon, if any,
shall be applied to repay other obligations of the Borrowers hereunder and
under the other Loan Documents.  After
all such Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations
of the Borrowers hereunder and under the other Loan Documents shall have been
paid in full, the balance, if any, in such cash collateral account shall be
returned to the Account Parties (or such other Person as may be lawfully
entitled thereto).  Except as expressly
provided above in this Section 12, presentment, demand, protest and all
other notices of any kind are hereby expressly waived.


 


SECTION 13.                          THE
AGENTS


 


13.1.  Appointment.  (a)  Each Lender hereby irrevocably
designates and appoints (i) Credit Suisse as the General Administrative
Agent and (ii) Credit Suisse, Toronto Branch as the Canadian Administrative
Agent, in each case under this Agreement and the other Loan Documents, and each
such Lender irrevocably authorizes the Administrative Agents, in such capacities,
to take such action on its behalf under the provisions of this Agreement and
the other Loan Documents and to exercise such powers and perform such duties as
are expressly delegated to the Administrative Agents by the terms of this
Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto.  Notwithstanding
any provision to the contrary elsewhere in this Agreement, the Administrative
Agents shall not have any duties or responsibilities, except those expressly set
forth herein, or any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Agreement or any other Loan Document or otherwise exist
against the Administrative Agents.


 


(b)  
Notwithstanding anything to the contrary contained in this Agreement, the
parties hereto hereby agree that the Co-Documentation Agents and the
Syndication Agent shall have no rights, duties, responsibilities or liabilities
in their capacities as such and that the Co-Documentation Agents and the
Syndication Agent shall not have the authority to take any action hereunder in their
capacities as such.


 


13.2.  Delegation
of Duties.  Each Administrative Agent
may execute any of its duties under this Agreement and the other Loan Documents
by or through any one or more sub-agents or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such
duties.  No Administrative Agent shall be
responsible for the negligence or misconduct of any sub-agent or
attorneys-in-fact selected by it with reasonable care.


 


13.3.  Exculpatory
Provisions.  Neither any Administrative
Agent nor any of their respective officers, directors, employees, sub-agents,
attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully
taken or omitted to be taken by it or


 


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such Person under or in connection with this
Agreement or any other Loan Document (except for its or such Person’s own gross
negligence or willful misconduct) or (ii) responsible in any manner to any
of the Lenders for any recitals, statements, representations or warranties made
by any Borrower or any officer thereof contained in this Agreement or any other
Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by any Administrative Agent under
or in connection with, this Agreement or any other Loan Document or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other Loan Document or for any failure of a Borrower to
perform its obligations hereunder or thereunder.  None of the Administrative Agents shall be
under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Borrower.


 


13.4.  Reliance by
Administrative Agents.  Each of the
Administrative Agents shall be entitled to rely, and shall be fully protected
in relying, upon any Note, writing, resolution, notice, consent, certificate,
affidavit, letter, telecopy, telex or teletype message, statement, order or other
document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to any
Borrower), independent accountants and other experts selected by any
Administrative Agent.  Each
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with such Administrative Agent.  Each Administrative Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any
other Loan Document unless it shall first receive such advice or concurrence of
the Required Lenders as it deems appropriate or it shall first be indemnified
to its satisfaction by the Lenders against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action.  Each Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement and the other Loan Documents in accordance with a request of the
Required Lenders, and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and all future holders
of the Loans.


 


13.5.  Notice of Default.  No Administrative Agent shall be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless such Administrative Agent has received notice from a Lender or
a Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a “notice of default”.  In the event that an Administrative Agent
receives such a notice, such Administrative Agent shall give notice thereof to
the Lenders.  Each Administrative Agent
shall take such action with respect to such Default or Event of Default as
shall be reasonably directed by the Required Lenders; provided that
unless and until such Administrative Agent shall have received such directions,
such Administrative Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.


 


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13.6.  Non-Reliance on
Administrative Agents and Other Lenders. 
Each Lender expressly acknowledges that neither any Administrative Agent
nor any of its officers, directors, employees, sub-agents, attorneys-in-fact or
Affiliates has made any representations or warranties to it and that no act by any
of the Administrative Agents hereinafter taken, including any review of the
affairs of the Borrowers, shall be deemed to constitute any representation or
warranty by any Administrative Agent to any Lender.  Each Lender represents to the Administrative
Agents that it has, independently and without reliance upon the Administrative
Agents or any other Lender, and based on such documents and information as it
has deemed appropriate, made its own appraisal of and investigation into the
business, operations, property, financial and other condition and
creditworthiness of the Borrowers and made its own decision to make its Loans hereunder
and enter into this Agreement.  Each
Lender also represents that it will, independently and without reliance upon any
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigation as
it deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Borrowers.  Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agents hereunder, none of the Administrative Agents shall have
any duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, condition (financial
or otherwise) or creditworthiness of the Borrowers which may come into the
possession of the Administrative Agents or any of their respective officers,
directors, employees, sub-agents, attorneys-in-fact or Affiliates.


 


13.7.  Indemnification.  The Lenders agree to indemnify each Administrative
Agent, the Syndication Agent and the Co-Documentation Agents in their
respective capacities as such (to the extent not reimbursed by the Borrowers
and without limiting the obligation of the Borrowers to do so), ratably
according to their respective Pro Rata Percentages in effect on the date on
which indemnification is sought, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time following the payment of the Loans)
be imposed on, incurred by or asserted against any Administrative Agent, the
Syndication Agent or the Co-Documentation Agents (as the case may be) in any
way relating to or arising out of, the Commitments, this Agreement, any of the other
Loan Documents or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken
or omitted by any Administrative Agent, the Syndication Agent or the
Co-Documentation Agents (as the case may be) under or in connection with any of
the foregoing; provided that no Lender shall be liable for the payment
of any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements to the extent
resulting from the gross negligence or willful misconduct of such Administrative
Agent, the Syndication Agent or the Co-Documentation Agents (as the case may
be).  The agreements in this 


 


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subsection 13.7 shall survive the payment of
the Loans and all other amounts payable hereunder.


 


13.8.  Agents in their
Individual Capacities.  The
Administrative Agents, the Syndication Agent, the Co-Documentation Agents, and
each of their respective Affiliates may make loans to, accept deposits from and
generally engage in any kind of business with each Borrower as though the
Administrative Agents, the Syndication Agent or the Co-Documentation Agents (as
the case may be) were not the Administrative Agents, the Syndication Agent or
the Co-Documentation Agents (as the case may be) hereunder and under the other
Loan Documents.  With respect to its
Loans made under any Class of Commitments made or renewed by it, any Note
issued to it and with respect to any Letter of Credit issued or participated in
by it, each Administrative Agent, the Syndication Agent and each
Co-Documentation Agent shall have the same rights and powers under this
Agreement and the other Loan Documents as any Lender having Commitments or holding
Loans of such Class and may exercise the same as though it were not an
Administrative Agent, the Syndication Agent or a Co-Documentation Agent (as the
case may be), and with respect to any Class of Commitments, the terms “Lender”
and “Lenders” shall include each Administrative Agent, the Syndication Agent,
and each Co-Documentation Agent having Commitments or holding Loans of such
Class in its respective individual capacity.


 


13.9.  Successor
Administrative Agents; Resignation of Co-Documentation Agents.  Each of the Agents may resign as an Agent
upon 10 days’ notice to the Lenders.  If any
Administrative Agent shall resign as Administrative Agent under this Agreement
and the other Loan Documents, then the Required Lenders shall appoint from
among the Lenders a successor Administrative Agent for the Lenders, which
successor Administrative Agent (provided that it shall have been
approved by the Company), shall succeed to the rights, powers and duties of the
applicable Administrative Agent hereunder. 
Effective upon such appointment and approval, the term “Administrative
Agent” shall mean such successor Administrative Agent, and the former
Administrative Agent’s rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans.


 


(a)  
The Syndication Agent and any Documentation Agent may resign as such upon 10
days’ notice to the Lenders.  Upon any
such resignation of the Syndication Agent or any Documentation Agent no
successor Syndication Agent or Documentation Agent shall be appointed
hereunder.


 


(b)  
After any retiring Administrative Agent’s, Syndication Agent’s or Documentation
Agent’s resignation as Administrative Agent, Syndication Agent or Documentation
Agent (as the case may be), the provisions of this Section 13 shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent, Syndication Agent or Documentation Agent (as the case may
be) under this Agreement and the other Loan Documents.


 


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SECTION 14.                          MISCELLANEOUS


 


14.1.  Amendments
and Waivers.  Except as expressly
provided in subsection 6.17 or 6.18, neither this Agreement nor any other Loan
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this subsection 14.1.  The Majority Lenders may, or, with the
written consent of the Majority Lenders, the General Administrative Agent may,
from time to time, (a) enter into with the Borrowers written amendments,
supplements or modifications hereto and to the other Loan Documents for the
purpose of adding any provisions to this Agreement or the other Loan Documents
or changing in any manner the rights of the Lenders or of the Borrowers
hereunder or thereunder or (b) waive, on such terms and conditions as the
Majority Lenders or the Agents, as the case may be, may specify in such
instrument, any of the requirements of this Agreement or the other Loan
Documents or any Default or Event of Default and its consequences; provided,
however, that no such waiver and no such amendment, supplement or
modification shall:


 


(i)                     reduce
the amount or extend the scheduled date of maturity of any Loan or reduce the
stated rate of any interest or fee payable hereunder or extend the scheduled
date of any payment thereof or increase the amount or extend the expiration
date of any Commitment of any Lender, in each case without the consent of each
Lender directly affected thereby;


 


(ii)                  amend,
modify or waive any provision of this subsection 14.1, or reduce the percentage
specified in the definition of Required Lenders or Majority Lenders, or consent
to the assignment or transfer by a Borrower of any of its rights and
obligations under this Agreement and the other Loan Documents, or release the
guarantee provided for in Section 11, in each case without the written consent
of all the Lenders;


 


(iii)               change
the provisions of this Agreement in a manner that by its terms adversely
affects the rights in respect of payments due to Lenders holding Loans of one
Class differently from the rights of Lenders holding Loans of any other Class
without the prior written consent of Lenders holding a majority in interest of
the outstanding Loans and unused Commitments of each adversely affected Class;


 


(iv)              amend,
modify or waive any provision of Section 13 without the written consent of each
Administrative Agent affected thereby and (to the extent that such amendment,
modification or waiver directly affects the rights or obligations of the
Syndication Agent or the Co-Documentation Agents) the Syndication Agent or the
Co-Documentation Agents, as the case may be; or


 


(v)                 amend,
modify or waive any provision of Section 3 without the written consent of each
Issuing Bank directly affected thereby.


 


Any such
waiver and any such amendment, supplement or modification shall apply equally
to each of the Lenders and shall be binding upon the Borrowers, the Lenders,
the


 


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Agents and all
future holders of the Loans.  In the case
of any waiver, the Borrowers, the Lenders and the Agents shall be restored to
their former positions and rights hereunder and under the other Loan Documents,
and any Default or Event of Default waived shall be deemed to be cured and not
continuing; no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereon.


 


14.2.  Notices.  All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including by
facsimile or electronic mail transmission) and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made (a) in the
case of delivery by hand, when delivered, (b) in the case of delivery by mail,
three days after being deposited in the mails, postage prepaid, or (c) in the
case of delivery by facsimile or electronic mail transmission, when sent and
receipt has been confirmed, addressed as follows in the case of the Borrowers
and the Administrative Agents, and as set forth in Schedule I in the case of
the other parties hereto, or to such other address as may be hereafter notified
by the respective parties hereto:


 


The Company:


Reebok International Ltd.


1895 J.W.
Foster Boulevard


Canton,
Massachusetts 02021


Fax:  781/401-4797


 


with a copy to:


Attention: 
General Counsel


Fax:  781/401-4780


 


Reebok UK:


Reebok International Limited


c/o Stephens
& Associates


11-12 Pall
Mall, 4th Floor


London SW1Y
5LU


Attention:  Company Secretary


Fax:  011-44-207-930-0083


 


with a copy to:


Reebok International Ltd.


1895 J.W.
Foster Boulevard


Canton,
Massachusetts 02021


Fax:  781/401-4797


 


Reebok Canada:


Reebok Canada
Inc.


201 East
Steward Drive


P.O. Box 27


Aurora,
Ontario L4G 3H1


 


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Fax: 905/713-4930


 


with a copy to:


Reebok International Ltd.


1895 J.W. Foster Boulevard


Canton, Massachusetts 02021


Fax:  781/401-4797


 


Sport:


Sport Maska Inc.


2 Place Alexis-Nihon


3500 de Maisonneuve Boulevard West


Suite 800


Westmount, Quebec H3Z 3C1


Attention:  Chief Financial Officer
and


 Vice-President Finance and
Administration


Fax: 514/932-6020


 


with a copy to:


Reebok International Ltd.


1895 J.W.
Foster Boulevard


Canton,
Massachusetts 02021


Fax:  781/401-4797


 


The General Administrative
Agent and the Swingline Lender:


Credit Suisse


11 Madison
Avenue


New York, New
York 10010


Attention:
Agency Group


Fax:  212/325-8304


 


The Canadian
Administrative Agent:


Credit Suisse,
Toronto Branch


1 First
Canadian Place


Suite 3000, PO
Box 301


Toronto,
Ontario


Canada M5X 1C9


Attention:
Agency Operations


Fax:  416/352-4574


 


provided
that any notice, request or demand to or upon any of the Administrative Agents
or the Lenders pursuant to subsections 2.2, 3.2, 6.3, 6.4, 6.5, 6.12 or 6.17
shall not be effective until received.


 


14.3.  No Waiver; Cumulative
Remedies.  No failure to exercise and
no delay in exercising, on the part of any Administrative Agent or any Lender,
any right, 


 


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remedy, power or privilege hereunder or under
the other Loan Documents shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege.  The
rights, remedies, powers and privileges herein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.


 


14.4.  Survival of
Representations and Warranties.  All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in connection
herewith shall survive the execution and delivery of this Agreement and the
making of the Loans hereunder.


 


14.5.  Payment
of Expenses and Taxes.  The Company
agrees (a) to pay or reimburse each Administrative Agent for all of its
reasonable out-of-pocket costs and expenses incurred in connection with the
development, preparation and execution of, and any amendment, supplement or
modification to, this Agreement and the other Loan Documents and any other
documents prepared in connection herewith or therewith, and the consummation
and administration of the transactions contemplated hereby and thereby,
including, without limitation, the reasonable fees and disbursements of counsel
to each Administrative Agent, (b) to pay or reimburse each Lender, the Syndication
Agent, the Co-Documentation Agents and each Administrative Agent and each
Related Party of any of the foregoing (each such Person being called an “Indemnitee”)
for all its costs and expenses incurred in connection with the enforcement or
preservation of any rights under this Agreement, the other Loan Documents and
any such other documents, including, without limitation, the reasonable fees
and disbursements of one counsel to the Lenders (in addition to counsel to each
Administrative Agent and any local counsel), (c) to pay, indemnify, and hold
each Indemnitee harmless from, any and all recording and filing fees and any
and all liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other taxes, if any, which may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, and (d)
to pay, indemnify, and hold each Indemnitee harmless from and against any and
all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever (including, without limitation, reasonable fees and disbursements of
counsel) with respect to the execution, delivery, enforcement, performance and
administration of this Agreement, the other Loan Documents or the use of the
proceeds of the Loans and any such other documents, including, without
limitation, any of the foregoing relating to the violation of, noncompliance
with or liability under, any Environmental Law applicable to the operations of
the Company, any of its Subsidiaries or any of the Properties (all the
foregoing in this clause (d), collectively, the “indemnified liabilities”),
provided that the Company shall have no obligation hereunder to any
Indemnitee with respect to indemnified liabilities to the extent determined by
a final judgment of a court of competent jurisdiction to have resulted from the
gross negligence or willful misconduct 


 


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of such Indemnitee or such Indemnitee’s Related
Parties.  The agreements in this subsection
14.5 shall survive repayment of the Loans and all other amounts payable
hereunder.


 


14.6.  Successors
and Assigns; Participations and Assignments.  (a)  This Agreement shall be
binding upon and inure to the benefit of the Borrowers, the Lenders, the Agents
and their respective successors and assigns, except that none of the Borrowers
may assign or transfer any of its rights or obligations under this Agreement
without the prior written consent of each Lender.


 


(b)  
Any Lender may, in the ordinary course of its commercial banking business and
in accordance with applicable law, at any time sell to one or more banks or
other financial institutions (“Participants”) participating interests in
any Loan owing to such Lender, any Commitment of such Lender or any other
interest of such Lender hereunder and under the other Loan Documents; provided
that any Lender which sells such participating interests to a Participant which
is not a commercial bank, savings bank or finance company shall give notice to
the Company, identifying such Participant, promptly following the consummation
of such sale.  In the event of any such
sale by a Lender of a participating interest to a Participant, such Lender’s
obligations under this Agreement to the other parties to this Agreement shall
remain unchanged, such Lender shall remain solely responsible for the
performance thereof, such Lender shall remain the holder of any such Loan for
all purposes under this Agreement and the other Loan Documents, and the
Borrowers and the Administrative Agents shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement and the other Loan Documents.  No Lender shall be entitled to create in
favor of any Participant, in the participation agreement pursuant to which such
Participant’s participating interest shall be created or otherwise, any right
to vote on, consent to or approve any matter relating to this Agreement or any
other Loan Document except for those specified in clauses (i) and (ii) of the
proviso to subsection 14.1.  The
Borrowers agree that if amounts outstanding under this Agreement are due or
unpaid, or shall have been declared or shall have become due and payable upon the
occurrence of an Event of Default, each Participant shall, to the maximum
extent permitted by applicable law, be deemed to have the right of setoff in
respect of its participating interest in amounts owing under this Agreement to
the same extent as if the amount of its participating interest were owing
directly to it as a Lender under this Agreement, provided that, in
purchasing such participating interest, such Participant shall be deemed to
have agreed to share with the Lenders the proceeds thereof as provided in subsection 14.6(a)
as fully as if it were a Lender hereunder. 
The Borrowers also agree that each Participant shall be entitled to the
benefits of subsections 6.12, 6.13 and 6.14 with respect to its participation
in the Commitments and the Loans outstanding from time to time as if it was a
Lender; provided that, in the case of subsection 6.13, such Participant
shall have complied with the requirements of said subsection and provided,
further, that no Participant shall be entitled to receive any greater
amount pursuant to any such subsection than the transferor Lender would have
been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer
occurred.


 


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(c)  
Any Lender may, in the ordinary course of its commercial banking business and
in accordance with applicable law, at any time and from time to time assign to
any Lender or any affiliate thereof or, with the consent of the Company and the
General Administrative Agent (which in each case shall not be unreasonably
withheld), to an additional bank or financial institution (an “Assignee”)
all or any part of its rights and obligations under this Agreement and the other
Loan Documents pursuant to an Assignment and Acceptance, substantially in the
form of Exhibit B, executed by such Assignee, such assigning Lender
(and, in the case of an Assignee that is not then a Lender or an affiliate
thereof, by the Company and the applicable Administrative Agent) and delivered
to the applicable Administrative Agent (A) manually or
(B) electronically via an electronic settlement system acceptable to such
Administrative Agent (which initially shall be ClearPar, LLC), in each case for
its acceptance and recording in the applicable Register, provided that,
in the case of any such assignment to an additional bank or financial
institution, (x) the aggregate amount of the Commitment being assigned is
not less than $10,000,000 (or (i) $2,500,000, in the case of a Canadian
Commitment or a Peso Commitment or (ii) in any case, such lesser amount as
may be agreed to by the Company and the General Administrative Agent) and
(y) if such assignment is of less than all of the rights and obligations
of the assigning Lender, the aggregate amount of the Commitment remaining with
the assigning Lender is not less than $10,000,000 (or (i) $5,000,000, in
the case of Canadian Commitment or a Peso Commitment or (ii) in any case,
such lesser amount as may be agreed to by the Company and the General
Administrative Agent), provided, further, that in the case of any
such assignment of (x) a Canadian Commitment or Canadian Loans, such
assignee is a Canadian Resident and (y) a Peso Commitment or Peso Loans,
such assignee is a Mexican Resident.  Upon
such execution, delivery, acceptance and recording (and the payment of the
registration and processing fee described in clause (e) below), from and after
the effective date determined pursuant to such Assignment and Acceptance, (x) the
Assignee thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender
hereunder with a Commitment as set forth therein, and (y) the assigning
Lender thereunder shall, to the extent provided in such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all or the remaining portion of
an assigning Lender’s rights and obligations under this Agreement, such
assigning Lender shall cease to be a party hereto).  Notwithstanding any provision of this
paragraph (c) and paragraph (e) of this subsection, the consent of the Company
shall not be required for any assignment which occurs at any time when any of
the events described in Section 12 shall have occurred and be continuing.  Notwithstanding the foregoing, any Lender
assigning its rights and obligations under this Agreement may retain any
Competitive Loans made by it outstanding at such time, and in such case shall
retain its rights hereunder in respect of any Loans so retained until such
Loans have been repaid in full in accordance with this Agreement.


 


(d)  
Each Administrative Agent, on behalf of the US/UK Borrowers (and in the case of
(i) the Canadian Administrative Agent, the Canadian Borrowers and
(ii) the Mexican Administrative Agent, the Mexican Borrower), shall
maintain at the address of such Administrative Agent referred to in subsection 14.2
a copy of each Assignment and 


 


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Acceptance delivered to it and a register (each,
a “Register”) for the recordation of the names and addresses of the
Lenders and the Commitments of, and principal amounts of the Loans owing to,
each Lender from time to time having Commitments or holding Loans
(x) under the US/UK Commitments, in the case of the Register maintained by
the General Administrative Agent, (y) under the Canadian Commitments, in
the case of the Register maintained by the Canadian Administrative Agent and
(z) under the Peso Commitments, in the case of the Register maintained by
the Mexican Administrative Agent.  The
entries in each Register shall be conclusive, in the absence of manifest error,
and the applicable Borrowers, Administrative Agent and Lenders may (and, in the
case of any Loan or other obligation hereunder not evidenced by a Note, shall)
treat each Person whose name is recorded in such Register as the owner of a
Loan or other obligation hereunder as the owner thereof for all purposes of
this Agreement and the other Loan Documents, notwithstanding any notice to the
contrary.  Any assignment of any Loan or
other obligation hereunder not evidenced by a Note shall be effective only upon
appropriate entries with respect thereto being made in the applicable Register.  The Registers shall be available for
inspection by the Borrowers, any Lender or the General Administrative Agent at
any reasonable time and from time to time upon reasonable prior notice.


 


(e)  
Upon its receipt of an Assignment and Acceptance executed by an assigning
Lender and an Assignee (and, in the case of an Assignee that is not then a
Lender or an affiliate thereof, by the Company and the applicable Administrative
Agent), together with payment to the applicable Administrative Agent of a
registration and processing fee of $3,500 and delivery to the applicable Administrative
Agent of any forms or statements required pursuant to subsection 6.13(b)
and such administrative information as the applicable Administrative Agent may
reasonably request, the applicable Administrative Agent shall (i) promptly
accept such Assignment and Acceptance and (ii) on the effective date determined
pursuant thereto record the information contained therein in the applicable Register
and give notice of such acceptance and recordation to the Company; provided
that (x) no such fee shall be payable with respect to any assignment from an
assigning Lender to an affiliate thereof and (y) such fee shall be payable by
the Company with respect to any assignment effected at the request of the
Company pursuant to subsection 6.15 or 6.16.


 


(f)  
Each Borrower authorizes each Lender to disclose to any Participant or Assignee
(each, a “Transferee”) and any prospective Transferee any and all
financial information in such Lender’s possession concerning such Borrower and
its Affiliates which has been delivered to such Lender by or on behalf of such
Borrower pursuant to this Agreement or which has been delivered to such Lender
by or on behalf of such Borrower in connection with such Lender’s credit
evaluation of the Borrowers and their respective Affiliates prior to becoming a
party to this Agreement.


 


(g)  
For avoidance of doubt, the parties to this Agreement acknowledge that the
provisions of this subsection 14.6 concerning assignments of Loans and Notes
relate only to absolute assignments and that such provisions do not prohibit
assignments creating security interests, including, without limitation, any
pledge or assignment by a


 


94





















 


Lender of any Loan or Note to any Federal
Reserve Bank in accordance with applicable law.


 


(h)  
Notwithstanding anything to the contrary contained herein, any Bank (a “Granting
Bank”) may grant to a special purpose funding vehicle (a “SPC”),
identified as such in writing from time to time by the Granting Bank to the General
Administrative Agent and any Borrower, the option to provide to such Borrower
all or any part of any Loan that such Granting Bank would otherwise be
obligated to make to such Borrower pursuant to this Agreement; provided
that (i) nothing herein shall constitute a commitment by any SPC to make any
Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to
provide all or any part of such Loan, the Granting Bank shall be obligated to
make such Loan pursuant to the terms hereof and (iii) in the case of
(A) a Canadian Commitment or Canadian Loans, such SPC is a Canadian
Resident and (B) a Peso Commitment or Peso Loans, such SPC is a Mexican
Resident.  The making of a Loan by an SPC
hereunder shall utilize the Commitment of the Granting Bank to the same extent,
and as if, such Loan were made by such Granting Bank.  Each party hereto hereby agrees that no SPC
shall be liable for any indemnity or similar payment obligation under this
Agreement (all liability for which shall remain with the Granting Bank).  In furtherance of the foregoing, each party
hereto hereby agrees (which agreement shall survive the termination of this
Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior
indebtedness of any SPC, it will not institute against, or join any other
person in instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under the laws of the United States or
any State thereof.  In addition,
notwithstanding anything to the contrary contained in this subsection 14.6 any
SPC may (i) with notice to, but without the prior written consent of, any
Borrower and the General Administrative Agent and without paying any processing
fee therefor, assign all or a portion of its interests in any Loans to the
Granting Bank or to any financial institutions (consented to by any Borrower
and Administrative Agent) providing liquidity and/or credit support to or for
the account of such SPC to support the funding or maintenance of Loans and (ii)
disclose on a confidential basis any non-public information relating to its
Loans to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPC.  This subsection may not be amended without
the written consent of each SPC to which a grant has been made pursuant to this
subsection.


 


14.7.  Adjustments;
Setoff.  (a)  If any Lender
(a “Benefited Lender”) at any time shall receive any payment of all or
part of its Loans of a certain Class, or interest thereon, or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by setoff,
pursuant to events or proceedings of the nature referred to in subsection 12(f),
or otherwise), in a greater proportion than any such payment to or collateral
received by any other Lender having Loans of such Class, if any, in respect of
such other Lender’s Loans of such Class, or interest thereon, such Benefited
Lender shall purchase for cash from the other Lenders having Loans of such
Class such portion of each such other Lender’s Loans of such Class, or shall
provide such other Lenders with the benefits of any such collateral, or the
proceeds thereof, as shall be necessary to cause


 


95





















 


such Benefited Lender to share the excess
payment or benefits of such collateral or proceeds ratably with each of the Lenders
having Loans of such Class; and if after taking into account such sharing the Benefited
Lender continues to have access to additional funds of or collateral granted by
a Borrower for application on account of its debt in respect of Loans of such
Class, then the Benefited Lender shall use such funds or collateral to reduce
indebtedness of such Borrower held by it in respect of Loans of such Class and
share such payments and the benefits of such collateral with the other Lenders
having Loans of such Class; provided, however, that if all or any
portion of such excess payment or benefits is thereafter recovered from such Benefited
Lender, such purchase shall be rescinded, and the purchase price and benefits
returned, to the extent of such recovery, but without interest.  Each Borrower agrees that each Lender so
purchasing a portion of another Lender’s Loans may exercise all rights of
payment (including, without limitation, rights of setoff) with respect to such
portion as fully as if such Lender were the direct holder of such portion.


 


(b)  
In addition to any rights and remedies of the Lenders provided by law, each
Lender shall have the right, without prior notice to any Borrower, any such
notice being expressly waived by each Borrower to the extent permitted by
applicable law, upon any amount becoming due and payable by a Borrower
hereunder (whether at the stated maturity, by acceleration or otherwise) to set
off and appropriate and apply against such amount any and all deposits (general
or special, time or demand, provisional or final), in any currency, and any
other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any branch, agency or (to the extent permitted
by applicable law) banking affiliate thereof to or for the credit or the
account of such Borrower.  Each Lender
agrees promptly to notify such Borrower and the applicable Administrative Agent
after any such setoff and application made by such Lender, provided that
the failure to give such notice shall not affect the validity of such setoff
and application.


 


14.8.  Judgment Currency.  The obligations of each Borrower to any party
in respect of any Loan or Reimbursement Obligation and amounts owing on account
thereof shall, notwithstanding any judgment in a currency (the “Judgment
Currency”) other than the currency in which such Loan or Letter of Credit
is denominated (the “Denomination Currency”), be discharged only to the
extent that on the Business Day following receipt by such party of any sum
adjudged to be so due in the Judgment Currency such party may in accordance
with normal banking procedures purchase the Denomination Currency with the
Judgment Currency; if the amount of the Denomination Currency so purchased is
less than the sum originally due to such party in the Denomination Currency,
the relevant Borrower agrees, as a separate obligation and notwithstanding any
such judgment, to indemnify such party against such loss, and if the amount of
the Denomination Currency so purchased exceeds the sum originally due to any
party to this Agreement, such party agrees to remit to the applicable Borrower
such excess.


 


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14.9.  Counterparts.  This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts
(including by facsimile transmission), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.  A set of the copies of this Agreement signed
by all the parties shall be lodged with the Company and the General Administrative
Agent.


 


14.10. 
Confidentiality.  (a)  Each
Lender hereby agrees to maintain the confidentiality of all Confidential
Information and agrees that it shall not disclose such Confidential Information
to third parties without the prior consent of the Company, other than
disclosure (i) on a confidential basis to directors, officers, employees, legal
counsel, accountants and other professional advisors of such Lender, (ii) to
other Lenders and any Participant of such Lender, (iii) to regulatory officials
having jurisdiction over such Lender, (iv) as required by law or legal process
or in connection with any legal proceeding to which such Lender is a party or
is otherwise subject, (v) to any Transferee or prospective Transferee of such
Lender (provided that such Transferee or prospective Transferee shall
have agreed, in writing, to be subject to the provisions of this subsection 14.10)
or (vi) on a confidential basis to affiliates of such Lender who reasonably
could be expected to have a need to know such information in connection with
the administration by such Lender of this Agreement and its extensions of
credit hereunder.


 


(b)  
For purposes of this subsection 14.10, the term “Confidential Information”
shall mean all material, non-public information which is received by such
Lender from the Company or any of its Subsidiaries and is conspicuously
identified as being “Confidential”, other than (i) any such information
which, at the time of delivery or thereafter, becomes generally available to
the public other than as a result of a disclosure by such Lender, (ii) any such
information which was available to such Lender prior to its disclosure to such
Lender by the Company and its Subsidiaries and (iii) any such information which
becomes available to such Lender from a source other than the Company and its
Subsidiaries (provided that such source is not known to such Lender to
be (x) bound by a confidentiality agreement with the Company and its
Subsidiaries or (y) otherwise prohibited from transmitting the information
to such Lender by a contractual, legal or fiduciary obligation).


 


14.11.  Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


 


14.12.  Integration.  This Agreement and the other Loan Documents
represent the agreement of the Borrowers, the Agents and the Lenders with
respect to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Agents or any Lender relative to subject
matter hereof not expressly set forth or referred to herein or in the other
Loan Documents.


 


97





















 


14.13. 
GOVERNING LAW.  THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.


 


14.14. 
Submission To Jurisdiction; Waivers.  Each Borrower hereby irrevocably and
unconditionally:


 


(a)  
submits for itself and its property in any legal action or proceeding relating
to this Agreement and the other Loan Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the Courts of the State of New York, the
courts of the United States of America for the Southern District of
New York, and appellate courts from any thereof;


 


(b)  
consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such
action or proceeding in any such court or that such action or proceeding was
brought in an inconvenient court and agrees not to plead or claim the same;


 


(c)  
agrees that service of process in any such action or proceeding may be effected
by mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to the Company (on its own behalf or as
process agent for the other Borrowers) at its address set forth in subsection 14.2
or at such other address of which the General Administrative Agent shall have
been notified pursuant thereto;


 


(d)  
agrees that nothing herein shall affect the right to effect service of process
in any other manner permitted by law or shall limit the right to sue in any
other jurisdiction; and


 


(e)  
waives, except in the case of extreme bad faith (and otherwise to the maximum
extent not prohibited by law), any right it may have to claim or recover in any
legal action or proceeding referred to in this subsection 14.14 any special,
exemplary, punitive or consequential damages.


 


14.15. 
Acknowledgments.  Each Borrower
hereby acknowledges that:


 


(a)  
it has been advised by counsel in the negotiation, execution and delivery of
this Agreement and the other Loan Documents;


 


(b)  
neither the Agents nor any Lender has any fiduciary relationship with or duty
to such Borrower arising out of or in connection with this Agreement or any of
the other Loan Documents, and the relationship between the Agents and the
Lenders, on the one hand, and the Borrowers, on the other hand, in connection
herewith or therewith is solely that of debtor and creditor; and


 


98





















 


(c)  
no joint venture is created hereby or by the other Loan Documents or otherwise
exists by virtue of the transactions contemplated hereby among the Lenders or
among the Borrowers and the Lenders.


 


14.16.  WAIVERS OF JURY TRIAL.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, THE BORROWERS, THE AGENTS, THE LENDERS AND THE ISSUING BANK HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.


 


14.17.  CAM Exchange.  (a)  On the CAM Exchange Date, to
the extent not prohibited by a Requirement of Law, all Loans outstanding in any
Alternative Currency shall be converted to Dollars (calculated on the basis of
the relevant Exchange Rates as of the Business Day immediately preceding the
CAM Exchange Date) and shall be ABR Loans, and (ii) the Lenders shall
automatically and without further act be deemed to have exchanged interests in
the Classes (other than Competitive Loans) such that, in lieu of the interests
of each Lender in each Class in which it shall participate as of such date
(including such Lender’s interest in the Designated Obligations of each Borrower
in respect of each such Class), such Lender shall hold an interest in every one
of the Classes (including the Designated Obligations of each Borrower in
respect of each such Class but excluding Competitive Loans and participations
in undrawn Letters of Credit), whether or not such Lender shall previously have
participated therein, equal to such Lender’s CAM Percentage thereof.  Each Lender and each Borrower hereby consents
and agrees to the CAM Exchange, and each Lender hereby agrees that the CAM Exchange
shall be binding upon its successors and assigns and any Person that acquires a
participation in its interests in any Class. 
Each Borrower and each Lender agrees from time to time to execute and
deliver to the General Administrative Agent all such promissory notes and other
instruments and documents as the General Administrative Agent shall reasonably
request to evidence and confirm the respective interests and obligations of the
Lenders after giving effect to the CAM Exchange, and each Lender agrees to
surrender any promissory notes originally received by it in connection with its
Loans hereunder to the General Administrative Agent against delivery of any
promissory notes so executed and delivered; provided that the failure of
any Borrower to execute or deliver or of any Lender to accept any such
promissory note, instrument or document shall not affect the validity or
effectiveness of the CAM Exchange.  In
the event that on the CAM Exchange Date any Swingline Loan shall be outstanding
(other than any Swingline Loan in respect of which US/UK Lenders have funded
their purchase of participations pursuant to Section 5), then each US/UK Lender
(determined immediately prior to the CAM Exchange) shall, in accordance with
the provisions of Section 5, promptly purchase from the Swingline Lender a
participation in such Swingline Loan in the amount of such Lenders’ Pro Rata Percentage
of such Swingline Loan (determined immediately prior to the CAM Exchange).


 


(b)  
As a result of the CAM Exchange, on and after the CAM Exchange Date, (i) each
payment received by an Administrative Agent in respect of the Designated 


 


99





















 


Obligations shall be distributed to the
Lenders pro rata in accordance with their
respective CAM Percentages (to be redetermined as of each such date of payment
or distribution to the extent required by subsection 14.18) and (ii) none of
the proviso to subsection 6.13(a), subsection 6.13(b) or
subsection 6.13(c) shall apply with respect to any Taxes required to be
withheld or deducted by a Borrower from or in respect of payments hereunder to
any Lender or any Administrative Agent that exceed the Taxes such Borrower
would have otherwise been required to withhold or deduct from or in respect of
payments to such Lender or any Administrative Agent had such CAM Exchange not
occurred; provided, however, that this subsection 14.17 shall not
limit the obligations set forth in subsection 6.15 hereof.


 


14.18.  Letters of Credit.  In the event that, on or after the CAM
Exchange Date, the aggregate amount of the Designated Obligations shall change
as a result of the making of an L/C Disbursement by the Issuing Bank that is
not reimbursed by a US/UK Borrower, then (i) each US/UK Lender (determined
without giving effect to the CAM Exchange) shall, in accordance with subsection
3.4, promptly purchase from the Issuing Bank a participation in such L/C
Disbursement in the amount of such Lender’s Pro Rata Percentage of such L/C
Disbursement (without giving effect to the CAM Exchange) and (ii) the General
Administrative Agent shall redetermine the CAM Percentages after giving effect
to such L/C Disbursement and the purchase of participations therein by the US/UK
Lenders.  Each such redetermination shall
be binding on each of the Lenders and their successors and assigns and shall be
conclusive, absent manifest error.


 


100























 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the day and year
first above written.


 


	
   

  	
  REEBOK INTERNATIONAL LTD.,

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ken
  Watchmaker

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REEBOK INTERNATIONAL LIMITED,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ken
  Watchmaker

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REEBOK CANADA INC.,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ken
  Watchmaker

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SPORT MASKA INC.,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert
  Desrosiers

  
	
   

  	
   

  	
  Name:

  	
  Robert Desrosiers 

  
	
   

  	
   

  	
  Title: 

  	
  CFO, VP Finance &

  Admin

  
					



 


101





















 


	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS

  BRANCH, as General Administrative 

  Agent,

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Bill
  O’Daly

  
	
   

  	
   

  	
  Name:

  	
  Bill O’Daly

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Cassandra Droogan

  
	
   

  	
   

  	
  Name:

  	
  Cassandra Droogan

  
	
   

  	
   

  	
  Title:

  	
  Associate

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS

  BRANCH, as a Lender,

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Bill
  O’Daly

  
	
   

  	
   

  	
  Name:

  	
  Bill O’Daly

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Cassandra Droogan

  
	
   

  	
   

  	
  Name:

  	
  Cassandra Droogan

  
	
   

  	
   

  	
  Title:

  	
  Associate

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE, TORONTO BRANCH,

  as Canadian Administrative Agent,

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Alain
  Daoust

  
	
   

  	
   

  	
  Name:

  	
  Alain Daoust

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/Bruce F.
  Wetherly

  
	
   

  	
   

  	
  Name:

  	
  Bruce F. Wetherly

  
	
   

  	
   

  	
  Title:

  	
  Director, 

  
	
   

  	
   

  	
   

  	
  Controllers Department

  
					



 


102





















 


	
   

  	
  BNP PARIBAS, as Syndication Agent and

  as a Lender,

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Rick
  Pace

  
	
   

  	
   

  	
  Name:

  	
  Rick Pace

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Angela
  B. Arnold

  
	
   

  	
   

  	
  Name:

  	
  Angela B. Arnold

  
	
   

  	
   

  	
  Title:

  	
  Credit Portfolio Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name of Lender:  BANK OF
  AMERICA, 

  
	
   

  	
  N.A.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Sharon
  Burks Horos

  
	
   

  	
   

  	
  Name:

  	
  Sharon Burks Horos

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name of Lender:  ABN AMRO BANK
  N.V.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Eric
  Oppenheimer

  
	
   

  	
   

  	
  Name:

  	
  Eric Oppenheimer

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Christopher M. Plumb

  
	
   

  	
   

  	
  Name:

  	
  Christopher M. Plumb

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name of Lender:  WACHOVIA BANK,

  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Susan T.
  Gallagher

  
	
   

  	
   

  	
  Name:

  	
  Susan T. Gallagher

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [CITIZENS BANK OF MASSACHUSETTS]

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel
  Bernard

  
	
   

  	
   

  	
  Name:

  	
  Daniel Bernard

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
  CITIZENS
  BANK OF

  MASSACHUSETTS

  
					



 


103





















 


	
   

  	
  Name of Lender:  JPMORGAN CHASE

  BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jules
  Panno

  
	
   

  	
   

  	
  Name:

  	
  Jules Panno

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name of Lender:  THE BANK OF
  NOVA

  SCOTIA

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Brian
  Allen

  
	
   

  	
   

  	
  Name:

  	
  Brian Allen

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name of Lender:  U.S. BANK
  NATIONAL

  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gregory
  L. Dryden

  
	
   

  	
   

  	
  Name:

  	
  Gregory L. Dryden

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name of Lender:  CITICORP USA,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John S. Hutchins

  
	
   

  	
   

  	
  Name:

  	
  John S. Hutchins

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name of Lender:  STANDARD

  CHARTERED BANK

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Alan Babcock

  
	
   

  	
   

  	
  Name:

  	
  Alan Babcock

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert
  K. Reddington

  
	
   

  	
   

  	
  Name:

  	
  Robert K. Reddington

  
	
   

  	
   

  	
  Title:

  	
  AVP/Credit 

  
	
   

  	
   

  	
  Documentation

  
	
   

  	
   

  	
  Standard Chartered
  Bank

  
					



 


104





















 


	
   

  	
  Name of Lender:  SANPAOLO IMI
  SPA

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Renato
  Carducci

  
	
   

  	
   

  	
  Name:

  	
  Renato Carducci

  
	
   

  	
   

  	
  Title:

  	
  General Manager

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Luca
  Sacchi

  
	
   

  	
   

  	
  Name:

  	
  Luca Sacchi

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name of Lender:  RZB FINANCE
  LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John A.
  Valiska

  
	
   

  	
   

  	
  Name:

  	
  John A. Valiska

  
	
   

  	
   

  	
  Title:

  	
  First Vice President

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Christoph Hoedl

  
	
   

  	
   

  	
  Name:

  	
  Christoph Hoedl

  
	
   

  	
   

  	
  Title:

  	
  Group Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name of Lender:  BNP PARIBAS

  (CANADA)

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew
  Sclater

  
	
   

  	
   

  	
  Name:

  	
  Andrew Sclater

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
  Corporate Banking

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Don R.
  Lee

  
	
   

  	
   

  	
  Name:

  	
  Don R. Lee

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
  Corporate Banking

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name of Lender:  THE BANK OF
  NOVA

  SCOTIA

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark
  Daigneault

  
	
   

  	
   

  	
  Name:

  	
  Mark Daigneault

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark
  Monaghan

  
	
   

  	
   

  	
  Name:

  	
  Mark Monaghan

  
	
   

  	
   

  	
  Title:

  	
  Associate

  
					



 


105





















 


SCHEDULE I


LENDERS; ADDRESSES FOR NOTICES


 


	
  ABN AMRO BANK N.V.

  540 West Madison Street, Suite 2621

  Chicago, IL 60661

  Attention:  Credit Administration

  Fax:  312/992-5111

  
	
   

  
	
  BANK OF AMERICA, N.A.

  231 South LaSalle Street

  IL1-231-10-10

  Chicago, IL 60697

  Attention:  Sharon Burks Horos

  Fax:  415/503-5199

  
	
   

  
	
  BANK OF NOVA SCOTIA, THE

  One Liberty Plaza, 24th Floor

  New York, NY 10006

  Attention:  Pier Griffith

  Fax:  212/225-5145

  
	
   

  
	
  BNP PARIBAS

  787 Seventh Avenue

  New York, NY 10019

  Attention:  Richard Pace

  Fax:  212/841-3049

  
	
   

  
	
  BNP PARIBAS (Canada)

  77 King St. W., Suite 4100

  Toronto, ON 

  M5K 1N8

  CANADA

  Attention:  Andrew Sclater

  Fax:  416/947-3538

  
	
   

  
	
  CITICORP USA, INC.

  2 Penns Way 2/2

  New Castle, DE 19720

  Attention:  Laura Braack

  Fax:  302/894-6120

  
	
   

  
	
  CITIZENS BANK OF MASSACHUSETTS

  20 Cabot Road

  Medford, MA 02155

  Attention:  Maria Chaplain

  Fax:  781/655-4050

  



 





















 


	
  CREDIT SUISSE

  11 Madison Avenue

  New York, NY 10010

  Attention:  William O’Daly

  Fax:  212/743-2254

  
	
   

  
	
  JPMORGAN CHASE BANK

  277 Park Avenue

  New York, NY 10172-0003

  Attention:  Jules Panno

  Fax:  646/534-3081

  
	
   

  
	
  RZB FINANCE LLC

  1133 Avenue of the Americas

  New York, NY 10036

  Attention:  Terri Weiner

  Fax:  212/391-9670

  
	
   

  
	
  SAN PAOLO IMI S.P.A.

  245 Park Avenue, 35th Floor

  New York, NY 10167

  Attention:  Luca Sacchi 

  Fax:  212/692-3178

  
	
   

  
	
  STANDARD CHARTERED BANK

  One Madison Avenue, 3rd Floor

  New York, NY 10010-3603

  Attention:  Victoria Faltine

  Fax:  212/667-0287

  
	
   

  
	
  U.S. BANK NATIONAL ASSOCIATION

  Commercial Exception Lead

  400 City Center

  Oshkosh, WI 54901

  Attention:  Connie Sweeney 

  Fax:  920/237-7993

  
	
   

  
	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  201 South College Street

  Charlotte, NC 28288-1183

  Attention:  Chanue Michael 

  Fax:  704/715-0097

  



 


2





















 


SCHEDULE II


 


COMMITMENTS AND COMMITMENT PERCENTAGES


 


US/UK COMMITMENTS


 


	
  Lender

  	
   

  	
  Commitment

  	
   

  	
  Commitment

  Percentage

  	
   

  
	
  Credit Suisse

  	
   

  	
  $

  	
  35,000,000.00

  	
   

  	
  12.72727273

  	
  %

  
	
  BNP Paribas

  	
   

  	
  $

  	
  22,500,000.00

  	
   

  	
  8.18181818

  	
  %

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  30,000,000.00

  	
   

  	
  10.90909091

  	
  %

  
	
  ABN AMRO Bank N.V.

  	
   

  	
  $

  	
  30,000,000.00

  	
   

  	
  10.90909091

  	
  %

  
	
  Wachovia Bank, National Association

  	
   

  	
  $

  	
  30,000,000.00

  	
   

  	
  10.90909091

  	
  %

  
	
  Citizens Bank of Massachusetts

  	
   

  	
  $

  	
  25,000,000.00

  	
   

  	
  9.09090909

  	
  %

  
	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  $

  	
  20,000,000.00

  	
   

  	
  7.27272727

  	
  %

  
	
  The Bank of Nova Scotia

  	
   

  	
  $

  	
  7,500,000.00

  	
   

  	
  2.72727273

  	
  %

  
	
  U.S. Bank National Association

  	
   

  	
  $

  	
  20,000,000.00

  	
   

  	
  7.27272727

  	
  %

  
	
  Citicorp
  USA, Inc.

  	
   

  	
  $

  	
  15,000,000.00

  	
   

  	
  5.45454545

  	
  %

  
	
  Standard Chartered Bank

  	
   

  	
  $

  	
  15,000,000.00

  	
   

  	
  5.45454545

  	
  %

  
	
  San Paolo IMI S.p.A.

  	
   

  	
  $

  	
  15,000,000.00

  	
   

  	
  5.45454545

  	
  %

  
	
  RZB Finance LLC

  	
   

  	
  $

  	
  10,000,000.00

  	
   

  	
  3.63636364

  	
  %

  
	
  TOTAL

  	
   

  	
  $

  	
  275,000,000.00

  	
   

  	
  100.00000000

  	
  %

  



 





















 


CANADIAN COMMITMENTS


 


	
  Lender

  	
   

  	
  Commitment

  	
   

  	
  Commitment

  Percentage

  	
   

  
	
  BNP Paribas (Canada)

  	
   

  	
  $

  	
  12,500,000.00

  	
   

  	
  50.00000000

  	
  %

  
	
  The Bank of Nova Scotia

  	
   

  	
  $

  	
  12,500,000.00

  	
   

  	
  50.00000000

  	
  %

  
	
  TOTAL

  	
   

  	
  $

  	
  25,000,000.00

  	
   

  	
  100.00000000

  	
  %

  



 


2





















 


SCHEDULE III


 


SUBSIDIARIES


 


SUBSIDIARIES OF REEBOK INTERNATIONAL LTD.


 


	
  NAME

  	
   

  	
  JURISDICTION OF

  INCORPORATION

  OR ORGANIZATION

  
	
   

  	
   

  	
   

  
	
  Group Athletica, LLC

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  The Hockey Company

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Onfield Apparel Group, LLC

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Reebok Aviation, LLC

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Reebok Onfield, LLC

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  RFC, Inc.

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  The Rockport Company, LLC

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  The Reebok Worldwide Trading Company, LLC

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  SLM Trademark Acquisition Corp.

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Sports Holdings Corp.

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  WAP Holdings Inc.

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Maska H.K. Ltd.

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Ralph Lauren Footwear Co., Inc.

  	
   

  	
  Massachusetts

  
	
   

  	
   

  	
   

  
	
  RBK Thailand, Inc.

  	
   

  	
  Massachusetts

  
	
   

  	
   

  	
   

  
	
  Reebok CHC, Inc.

  	
   

  	
  Massachusetts

  
	
   

  	
   

  	
   

  
	
  Reebok Foundation, Inc.

  	
   

  	
  Massachusetts

  
	
   

  	
   

  	
   

  
	
  Reebok Securities Holdings Corp.

  	
   

  	
  Massachusetts

  
	
   

  	
   

  	
   

  
	
  Maska U.S. Inc.

  	
   

  	
  Vermont

  
	
   

  	
   

  	
   

  
	
  Reebok Austria GmbH

  	
   

  	
  Austria

  
	
   

  	
   

  	
   

  
	
  ASL American Sports & Leisure Vertriebs GmbH

  	
   

  	
  Austria

  
	
   

  	
   

  	
   

  
	
  Solte Kunstoffverarbeltungsgesellschaft mbH

  (wound-up and in the process of being dissolved)

  	
   

  	
  Germany

  



 





















 


	
  Reebok Belgium SA

  	
   

  	
  Belgium

  
	
   

  	
   

  	
   

  
	
  Reebok du Brasil Serviços e
  Participações

  	
   

  	
  Brazil

  
	
   

  	
   

  	
   

  
	
  Rockport do Brasil Ltda.

  	
   

  	
  Brazil

  
	
   

  	
   

  	
   

  
	
  RC Investments Ltd.

  	
   

  	
  Canada

  
	
   

  	
   

  	
   

  
	
  Reebok Canada Inc.

  	
   

  	
  Canada

  
	
   

  	
   

  	
   

  
	
  SLM Trademark Acquisition Canada Corp.

  	
   

  	
  Canada

  
	
   

  	
   

  	
   

  
	
  Roger Edwards Sports Ltd.

  (wound-up and in the process of being dissolved)

  	
   

  	
  Ontario

  
	
   

  	
   

  	
   

  
	
  Sport Maska Inc.

  	
   

  	
  New Brunswick

  
	
   

  	
   

  	
   

  
	
  RIL Shanghai Company Limited

  	
   

  	
  China

  
	
   

  	
   

  	
   

  
	
  American Sports & Leisure (cz) s.r.o.

  	
   

  	
  Czech Republic

  
	
   

  	
   

  	
   

  
	
  KHF Finland Oy

  	
   

  	
  Finland

  
	
   

  	
   

  	
   

  
	
  KHF Sports Oy

  	
   

  	
  Finland

  
	
   

  	
   

  	
   

  
	
  Reebok France SA

  	
   

  	
  France

  
	
   

  	
   

  	
   

  
	
  Reebok France Retail SA

  	
   

  	
  France

  
	
   

  	
   

  	
   

  
	
  ASL American Sports and Leisure Vertriebs GmbH

  	
   

  	
  Germany

  
	
   

  	
   

  	
   

  
	
  Reebok Deutschland GmbH

  	
   

  	
  Germany

  
	
   

  	
   

  	
   

  
	
  Reebok (China) Services Limited

  	
   

  	
  Hong Kong

  
	
   

  	
   

  	
   

  
	
  Reebok Trading (Far East) Ltd

  	
   

  	
  Hong Kong

  
	
   

  	
   

  	
   

  
	
  RIL Holdings Limited

  	
   

  	
  Hong Kong

  
	
   

  	
   

  	
   

  
	
  RIL Indonesia Services Limited

  	
   

  	
  Hong Kong

  
	
   

  	
   

  	
   

  
	
  RIL Securities Limited

  	
   

  	
  Hong Kong

  
	
   

  	
   

  	
   

  
	
  RIL Taiwan Services Limited

  	
   

  	
  Hong Kong

  
	
   

  	
   

  	
   

  
	
  Reebok India Company

  	
   

  	
  India

  
	
   

  	
   

  	
   

  
	
  Reebok Technical Services Private Limited

  	
   

  	
  India

  
	
   

  	
   

  	
   

  
	
  Reebok Ireland Limited

  	
   

  	
  Ireland

  



 


2





















 


	
  Reebok Italia Srl

  	
   

  	
  Italy

  
	
   

  	
   

  	
   

  
	
  Reebok Japan Inc.

  	
   

  	
  Japan

  
	
   

  	
   

  	
   

  
	
  Reebok Korea Ltd.

  	
   

  	
  Korea

  
	
   

  	
   

  	
   

  
	
  Reebok Korea Technical Services Co., Ltd.

  	
   

  	
  Korea

  
	
   

  	
   

  	
   

  
	
  Reebok (Mauritius) Company Limited

  	
   

  	
  Mauritius

  
	
   

  	
   

  	
   

  
	
  Amserv, SA de CV

  	
   

  	
  Mexico

  
	
   

  	
   

  	
   

  
	
  Reebok de Mexico SA de CV

  	
   

  	
  Mexico

  
	
   

  	
   

  	
   

  
	
  Vector Servicios SA de CV

  	
   

  	
  Mexico

  
	
   

  	
   

  	
   

  
	
  Reebok Distribution BV

  	
   

  	
  The Netherlands

  
	
   

  	
   

  	
   

  
	
  Reebok Europe BV

  	
   

  	
  The Netherlands

  
	
   

  	
   

  	
   

  
	
  Reebok International Finance BV

  	
   

  	
  The Netherlands

  
	
   

  	
   

  	
   

  
	
  Reebok Nederland (Retail) BV

  	
   

  	
  The Netherlands

  
	
   

  	
   

  	
   

  
	
  RBK Sport Europe BV

  	
   

  	
  The Netherlands

  
	
   

  	
   

  	
   

  
	
  Rockport (Europe) BV

  	
   

  	
  The Netherlands

  
	
   

  	
   

  	
   

  
	
  Jofa Norge A/S

  	
   

  	
  Norway

  
	
   

  	
   

  	
   

  
	
  Reebok Norway AS

  	
   

  	
  Norway

  
	
   

  	
   

  	
   

  
	
  Reebok Poland SA

  	
   

  	
  Poland

  
	
   

  	
   

  	
   

  
	
  Reebok Portugal—Artigos
  Desportivos SA

  	
   

  	
  Portugal

  
	
   

  	
   

  	
   

  
	
  Reebok Spain SA

  	
   

  	
  Spain

  
	
   

  	
   

  	
   

  
	
  Jofa AB

  	
   

  	
  Sweden

  
	
   

  	
   

  	
   

  
	
  Jofa Holding AB

  	
   

  	
  Sweden

  
	
   

  	
   

  	
   

  
	
  Nordic Hockey Company AB

  	
   

  	
  Sweden

  
	
   

  	
   

  	
   

  
	
  Reebok Scandinavia AB

  	
   

  	
  Sweden

  
	
   

  	
   

  	
   

  
	
  Reebok Europe Sàrl

  	
   

  	
  Switzerland

  
	
   

  	
   

  	
   

  
	
  J.W. Foster & Sons (Athletic Shoes) Limited

  	
   

  	
  United Kingdom

  
	
   

  	
   

  	
   

  
	
  RBK Holdings Plc

  	
   

  	
  United Kingdom

  



 


3





















 


	
  Reebok Eastern Trading Limited

  	
   

  	
  United Kingdom

  
	
   

  	
   

  	
   

  
	
  Reebok Finance Limited

  	
   

  	
  United Kingdom

  
	
   

  	
   

  	
   

  
	
  Reebok Europe Holdings

  	
   

  	
  United Kingdom

  
	
   

  	
   

  	
   

  
	
  Reebok International Limited

  	
   

  	
  United Kingdom

  
	
   

  	
   

  	
   

  
	
  Reebok Pensions Management Limited

  	
   

  	
  United Kingdom

  
	
   

  	
   

  	
   

  
	
  Reebok Sports Limited

  	
   

  	
  United Kingdom

  
	
   

  	
   

  	
   

  
	
  The Rockport Company Limited

  	
   

  	
  United Kingdom

  



 


4





















 


SCHEDULE IV


 


LIENS


 


1.             The assets of the Company’s Finnish
subsidiary, KHF Finland OY, are subject to liens in a maximum amount of €2.4
million under the Credit Agreement between KHF Finland OY and Nordea Bank,
effective July 10, 2001, as amended, and related agreements.


 


2.             The assets of the Company’s Swedish
subsidiary, Jofa AB, are subject to liens in a maximum amount of SEK 90 million
under the Credit Agreement between Jofa AB and Nordea Bank of Sweden AB, dated May 19,
2000, as amended, and related agreements.


 


3.             A $2,600,000 cash security deposit
is held by Fleet National Bank pursuant to the Aircraft Lease dated as of July 25,
2002 between Fleet National Bank and Reebok International Ltd.


 


4.             $367,000 in cash and an aggregate
of $7,975,000 of U.S. Government Obligations are deposited by The Hockey
Company and Sport Maska Inc. with The Bank of New York as Trustee pursuant to
the Irrevocable Trust and Security Agreement dated September 24, 2004
between The Hockey Company, Sport Maska Inc. and The Bank of New York.


 





















 


SCHEDULE V


 


CERTAIN AFFILIATE TRANSACTIONS


 


1.             Joint Venture Agreement among
Reebok International Ltd. and Smart Shine Industries Limited and New Point
Industrial Limited (Relating to People’s Republic of China), January 9,
2004;


 


2.             Distribution Agreement among Reebok
International Ltd and New Point Industrial Limited (Relating to People’s
Republic of China), January 9, 2004;


 


3.             License Agreement among Reebok
International Ltd. and Reebok International Limited and New Point Industrial
Limited (Relating to People’s Republic of China), January 9, 2004; and


 


4.             Option Agreement dated as of May 24,
2001, among National Football League Properties, Inc., Reebok
International Ltd., Reebok Onfield, LLC and Onfield Apparel Group, LLC.


 





















 


EXHIBIT A to


Credit and Guarantee Agreement


 


FORM OF NOTE


 


	
  $

  	
  New York, New York

  
	
               ,
  20  

  



 


FOR VALUE RECEIVED, the undersigned, [REEBOK INTERNATIONAL LTD., a
Massachusetts corporation; REEBOK INTERNATIONAL LIMITED, a United Kingdom
corporation; REEBOK CANADA INC., a Canadian corporation; SPORT MASKA INC., a
New Brunswick corporation; MEXICAN BORROWER] (the “Borrower”), hereby
unconditionally promises to pay to the order of              (the
“Lender”) at the office of [Credit Suisse, located at Eleven Madison
Avenue, New York, New York 10010; Credit Suisse, Toronto Branch, located at One
First Canada Place, Suite 3000, P.O. Box 301, Toronto, Ontario,
Canada M5X 1C9; [Mexican Administrative Agent]], in immediately available
funds, on the Termination Date, the principal amount of (a)           
DOLLARS ($      ), or, if less, (b) the
aggregate unpaid principal amount of all Loans made by the Lender to the
Borrower pursuant to the Credit Agreement, as hereinafter defined; provided,
however, that with respect to any such Loan denominated in an
Alternative Currency, the Borrower shall make all payments of principal and
interest on the dates specified above therefor in such Alternative
Currency.  The Borrower further agrees to
pay interest in like money at such office on the unpaid principal amount hereof
from time to time outstanding at the rates and on the dates specified in subsections
6.5 and 6.7 of such Credit Agreement.


 


The holder of this Note is authorized to endorse on the schedules
annexed hereto and made a part hereof or on a continuation thereof which shall
be attached hereto and made a part hereof the date, Type, currency and amount
of each Loan made pursuant to the Credit Agreement and the date and amount of
each payment or prepayment of principal thereof, each continuation thereof,
each conversion of all or a portion thereof to another Type and, in the case of
[Eurocurrency Loans; BA Loans], the length of each [Interest Period; Contract
Period] with respect thereto.  Each such
endorsement shall constitute prima  facie evidence of the accuracy
of the information endorsed. The failure to make any such endorsement shall not
affect the obligations of the Borrower in respect of such Loan.


 


This Note (a) is one of the Notes referred to in the Credit and
Guarantee Agreement, dated as of July 1, 2005 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among the
Reebok International Ltd., Reebok International Limited, Reebok Canada Inc.,
Sport Maska Inc., the Lender, the other banks and financial institutions from
time to time parties thereto, the Syndication Agent named therein, Credit Suisse,
as general administrative agent and Credit Suisse, Toronto Branch, as Canadian
administrative agent, (b) is subject to the provisions of the Credit
Agreement and (c) is subject to optional and mandatory prepayment in whole
or in part as provided in the Credit Agreement.


 





















 


Upon the occurrence of any one or more of the Events of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement.


 


All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.


 


Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.


 


THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


 


	
   

  	
  [REEBOK INTERNATIONAL LTD.]

  
	
   

  	
  [REEBOK INTERNATIONAL LIMITED]

  
	
   

  	
  [REEBOK CANADA INC.]

  
	
   

  	
  [SPORT MASKA INC.]

  
	
   

  	
  [MEXICAN BORROWER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


2





















 


Schedule A to the Note


 


LOANS, CONVERSIONS AND REPAYMENTS OF [ABR;
U.S. BASE RATE; CANADIAN PRIME RATE; PESO BASE RATE] LOANS


 


	
  Date

  	
   

  	
  Amount
  of [ABR; U.S. Base

  Rate; Canadian Prime Rate;

  Peso Base Rate] Loans

  	
   

  	
  Amount
  Converted to

  [ABR; U.S. Base Rate;

  Canadian Prime Rate; Peso

  Base Rate] Loans

  	
   

  	
  Amount
  of Principal of

  [ABR; U.S. Base Rate;

  Canadian Prime Rate; Peso 

  Base Rate] Loans Repaid

  	
   

  	
  Amount
  of [ABR; U.S. Base 

  Rate; Canadian Prime Rate; 

  Peso Base Rate] Loans

  Converted to 

  [Eurocurrency; BA;

  TIIE Rate] Loans

  	
   

  	
  Unpaid
  Principal Balance of

  [ABR; U.S. Base Rate;

  Canadian Prime Rate; Peso

  Base Rate] Loans

  	
   

  	
  Notation
  Made By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


3





















 


Schedule B


to the Note


 


LOANS, CONTINUATIONS, CONVERSIONS AND
REPAYMENTS OF [EUROCURRENCY; BA; TIIE RATE] LOANS


 


	
  Date

  	
   

  	
  Amount
  of

  [Eurocurrency; BA;

  TIIE Rate] Loans

  	
   

  	
  Amount
  Converted to

  [Eurocurrency; BA;

  TIIE Rate] Loans

  	
   

  	
  Interest
  Period and

  [Eurocurrency Rate; BA

  Discount Rate; TIIE

  Rate] with Respect

  Thereto

  	
   

  	
  Amount
  of Principal of

  [Eurocurrency; BA;

  TIIE Rate] Loans Repaid

  	
   

  	
  Amount
  of

  [Eurocurrency; BA;

  TIIE Rate] Loans

  Converted to [ABR;

  U.S. Base Rate;

  Canadian Prime Rate;

  Peso Base Rate] Loans

  	
   

  	
  Unpaid
  Principal

  Balance of

  [Eurocurrency; BA;

  TIIE Rate] Loans

  	
   

  	
  Notation
  Made By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4





















 


EXHIBIT B to


Credit and Guarantee Agreement


 


FORM OF


ASSIGNMENT AND ACCEPTANCE


 


Reference is made to the Credit and Guarantee Agreement, dated as of July 1,
2005 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Reebok International Ltd. (the “Company”), Reebok
International Limited (“Reebok UK”), Reebok Canada Inc. (“Reebok Canada”),
Sport Maska Inc. (“Sport”), the Lenders named therein, the Syndication
Agent named therein, Credit Suisse, as general administrative agent for the
Lenders (in such capacity, the “General Administrative Agent”) and
Credit Suisse, Toronto Branch, as Canadian administrative agent for the Lenders
(in such capacity, the “Canadian Administrative Agent”).  Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given
to them in the Credit Agreement.


 


The Assignor identified on Schedule l hereto (the “Assignor”)
and the Assignee identified on Schedule l hereto (the “Assignee”)
agree as follows:


 


(a)           The Assignor hereby
irrevocably sells and assigns to the Assignee without recourse to the Assignor,
and the Assignee hereby irrevocably purchases and assumes from the Assignor
without recourse to the Assignor, as of the Effective Date (as defined below),
the interest described in Schedule 1 hereto (the “Assigned Interest”)
in and to the Loans and Commitments under the Credit Agreement as are set forth
on Schedule 1 hereto.


 


(b)           The Assignor (i) makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or with respect to the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement, any
other Loan Document or any other instrument or document furnished pursuant
thereto, other than that the Assignor has not created any adverse claim upon
the interest being assigned by it hereunder and that such interest is free and
clear of any such adverse claim; (ii) makes no representation or warranty
and assumes no responsibility with respect to the financial condition of the
Company, any of its Subsidiaries, or any other obligor or the performance or
observance by the Company, any of its Subsidiaries, or any other obligor of any
of their respective obligations under the Credit Agreement or any other Loan
Document or any other instrument or document furnished pursuant hereto or
thereto; and (iii) attaches any Notes held by it evidencing the Assigned
Interest and (x) requests that the [General; Canadian; Mexican] Administrative
Agent, upon request by the Assignee, exchange the attached Notes for a new Note
or Notes payable to the Assignee and (y) if the Assignor has retained any
interest in the Loans and Commitments, requests that the [General; Canadian;
Mexican] Administrative Agent exchange the attached Notes for a new Note or
Notes payable to the Assignor, in each case in amounts which reflect the
assignment being made hereby (and after giving effect to any other assignments
which have become effective on the Effective Date).


 





















 


(c)           The Assignee (a) represents
and warrants that it is legally authorized to enter into this Assignment and
Acceptance; (b) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements delivered pursuant
to subsection 7.1 thereof and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Acceptance; (c) agrees that it will,
independently and without reliance upon the Assignor, any Administrative Agent
or any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement, the other Loan
Documents or any other instrument or document furnished pursuant hereto or
thereto; (d) appoints and authorizes the [General; Canadian; Mexican]
Administrative Agent to take such action as agent on its behalf and to exercise
such powers and discretion under the Credit Agreement, the other Loan Documents
or any other instrument or document furnished pursuant hereto or thereto as are
delegated to the [General; Canadian; Mexican] Administrative Agent by the terms
thereof, together with such powers as are incidental thereto; and (e) agrees
that it will be bound by the provisions of the Credit Agreement and will
perform in accordance with its terms all the obligations which by the terms of
the Credit Agreement are required to be performed by it as a Lender including,
if it is organized under the laws of a jurisdiction outside the United States,
its obligation pursuant to subsection 6.13 of the Credit Agreement.


 


(d)           The effective date
of this Assignment and Acceptance shall be the Effective Date of Assignment
described in Schedule 1 hereto (the “Effective Date”).  Following the execution of this Assignment
and Acceptance, it will be delivered to the [General; Canadian; Mexican]
Administrative Agent for acceptance by it and recording by the [General;
Canadian; Mexican] Administrative Agent pursuant to the Credit Agreement,
effective as of the Effective Date (which shall not, unless otherwise agreed to
by the [General; Canadian; Mexican] Administrative Agent, be earlier than five
Business Days after the date of such acceptance and recording by the [General;
Canadian; Mexican] Administrative Agent).


 


(e)           Upon such acceptance
and recording, from and after the Effective Date, the [General; Canadian;
Mexican] Administrative Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignor for amounts which have accrued to the Effective Date
and to the Assignee for amounts which have accrued subsequent to the Effective
Date.  The Assignor and the Assignee
shall make all appropriate adjustments in payments by the Administrative Agent
for periods prior to the Effective Date or with respect to the making of this
assignment directly between themselves.


 


(f)            From and after the
Effective Date, (a) the Assignee shall be a party to the Credit Agreement
and, to the extent provided in this Assignment and Acceptance, have the rights
and obligations of a Lender thereunder and under the other Loan Documents and
shall be bound by the provisions thereof and (b) the Assignor shall, to
the extent provided in this Assignment and Acceptance, relinquish its rights
and be released from its obligations under the Credit Agreement.


 


2





















 


(g)           This Assignment and
Acceptance shall be governed by and construed in accordance with the laws of
the State of New York.


 


IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their
respective duly authorized officers on Schedule 1 hereto.


 


3





















 


SCHEDULE 1


TO


ASSIGNMENT AND ACCEPTANCE


RELATING TO THE CREDIT AND GUARANTEE
AGREEMENT,


DATED AS OF JULY 1, 2005,


AMONG


REEBOK INTERNATIONAL LTD., REEBOK
INTERNATIONAL LIMITED, REEBOK CANADA INC., SPORT MASKA INC., THE LENDERS NAMED
THEREIN, THE SYNDICATION AGENT NAMED THEREIN,


CREDIT SUISSE, AS GENERAL ADMINISTRATIVE
AGENT, AND


CREDIT SUISSE,
TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT


 


Name of Assignor:                        


 


Name of Assignee:                        


 


Effective Date of Assignment:                  


 


 


	
  Principal

  Amount Assigned

  	
   

  	
  Commitment

  Percentage Assigned

  	
   

  
	
  $

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  



 


 


	
  [NAME OF ASSIGNEE]

  	
   

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  
	
  Name:

  	
   

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted:

  	
   

  	
  [Consented To:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [CREDIT SUISSE, as General

  Administrative Agent; CREDIT SUISSE,

  TORONTO BRANCH, as Canadian

  Administrative Agent; [         
  ], as

  Mexican Administrative Agent]

  	
  REEBOK INTERNATIONAL LTD.,

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:]

  
							



 























 


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


2





















 


EXHIBIT C-1 to


Credit and Guarantee Agreement


 


FORM OF


NOTICE OF BORROWING (DRAWINGS)


 


To:          [Credit Suisse, as General
Administrative Agent


11 Madison Avenue


New York, New York 10010;


 


Credit Suisse, Toronto Branch, as Canadian Administrative Agent,


One First Canadian Place


Suite 3000, P.O. Box 301


Toronto, Ontario


Canada M5X 1C9;


 


Mexican Administrative Agent]


 


This Notice of
Borrowing is given pursuant to subsection 2.2 of the Credit and Guarantee
Agreement, dated as of July 1, 2005 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Reebok
International Ltd., Reebok International Limited, Reebok Canada Inc., Sport
Maska Inc., the banks and other financial institutions parties thereto (the “Lenders”),
the Syndication Agent named therein, Credit Suisse, as general administrative
agent (in such capacity, the “General Administrative Agent”) for the
Lenders and Credit Suisse, Toronto Branch, as Canadian administrative agent (in
such capacity the “Canadian Administrative Agent”).  Any and all initially capitalized terms used
herein have the meanings ascribed thereto in the Credit Agreement unless
otherwise specifically defined herein.


 


[                             ],
the undersigned hereby (one checked as applicable):


 


[ ]            gives the [General; Canadian;
Mexican] Administrative Agent irrevocable notice


 


[ ]            confirms
its irrevocable telephonic notice to [General; Canadian; Mexican] Administrative
Agent that it requests the making of a Borrowing under the Credit Agreement as
follows:


 


1.             Date
of Borrowing.  The requested date of
the proposed Borrowing is                     ,
20    .


 


2.             Amount
of Borrowing.  The requested
aggregate principal amount of the requested Borrowing is:


 


[$/£/€/C$/Mxp]              .


 


4.             Rate
Option and Interest Period.  The
requested interest rate option and (if applicable) Interest Period for the
proposed Loan is:


 





















 


[ ]                                     (i)
The [Eurocurrency Rate; BA Discount Rate; TIIE Rate] for an Interest Period of
(check and complete as applicable):


[ ]            28 days for Mxp                   


[ ]            1 month for $/£/€/C$                   


[ ]            2 months for $/£/€/C$                   


[ ]            3 months for $/£/€/C$                   


[ ]            6 months for $/£/€/C$                   


 


[ ]            (ii)  [ABR; U.S. Base Rate; Canadian Prime Rate;
Peso Base Rate] for $/C$/Mxp                   .


 


5.             Account
Information.  The location and number
of the undersigned’s account to which funds are to be disclosed are as follows:


 


[location]


[account number]


 


[REEBOK INTERNATIONAL LTD.]


[REEBOK INTERNATIONAL LIMITED]


[REEBOK CANADA INC.]


[SPORT MASKA INC.]


[MEXICAN BORROWER]


 


 


	
  Dated:                       ,
  20       

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


2





















 


EXHIBIT C-2 to


Credit and Guarantee Agreement


 


FORM OF


NOTICE OF BORROWING (CONTINUATIONS)


 


To:          [Credit Suisse, as
General Administrative Agent


11 Madison Avenue


New York, New York 10010;


 


Credit Suisse, Toronto Branch, as Canadian Administrative Agent,


One First Canadian Place


Suite 3000, P.O. Box 301


Toronto, Ontario


Canada M5X 1C9;


 


Mexican Administrative
Agent]


 


This Notice of
Borrowing is given pursuant to subsection 6.5 of the Credit and Guarantee
Agreement, dated as of July 1, 2005 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among
Reebok International Ltd., Reebok International Limited, Reebok Canada Inc.,
Sport Maska Inc., the banks and other financial institutions parties thereto
(the “Lenders”), the Syndication Agent named therein, Credit Suisse, as
general administrative agent (in such capacity, the “General Administrative
Agent”) for the Lenders and Credit Suisse, Toronto Branch, as Canadian
administrative agent (in such capacity the “Canadian Administrative Agent”).  Any and all initially capitalized terms used
herein have the meanings ascribed thereto in the Credit Agreement unless
otherwise specifically defined herein.


 


[                          ]
the undersigned hereby (one checked as applicable):


 


[ ]            gives the [General;
Canadian; Mexican] Administrative Agent irrevocable notice


 


[ ]            confirms
its irrevocable telephonic notice to the [General; Canadian; Mexican] Administrative
Agent


 


that it
requests the continuation of a [Eurocurrency; BA] Loan under the Credit
Agreement as follows:


 


1.             Expiration.  The expiration of the Interest Period
presently applicable to the [Eurocurrency; BA] Loan to be continued is                     ,
20    .


 


2.             Amount
to be Continued.  The requested
aggregate amount of such [Eurocurrency; BA] Loan to be continued is: $/£/€/C$        .


 





















 


3.             Interest
Period.  The [Interest Period;
Contract Period] for the proposed Loan is:


 


[ ]            1 month for  $/£/€/C$                        


[ ]            2 months for $/£/€/C$                        


[ ]            3 months for $/£/€/C$                        


[ ]            6 months for $/£/€/C$                        


 


[REEBOK INTERNATIONAL LTD.]


[REEBOK INTERNATIONAL LIMITED]


[REEBOK CANADA INC.]


[SPORT MASKA INC.]


[MEXICAN BORROWER]


 


 


	
  Dated:                       ,
  20      

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


2





















 


EXHIBIT C-3 to


Credit and Guarantee Agreement


 


FORM OF


NOTICE OF BORROWING (CONVERSIONS)


 


To:          [Credit Suisse, as
General Administrative Agent


11 Madison Avenue


New York, New York  10010;


 


Credit Suisse, Toronto Branch, as Canadian Administrative Agent,


One First Canadian Place


Suite 3000, P.O. Box 301


Toronto, Ontario


Canada M5X 1C9;


 


Mexican Administrative Agent]


 


This Notice of
Borrowing is given pursuant to subsection 6.5 of the Credit and Guarantee
Agreement, dated as of July 1, 2005 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among
Reebok International Ltd., Reebok International Limited, Reebok Canada Inc.,
Sport Maska Inc., the banks and other financial institutions parties thereto
(the “Lenders”), the Syndication Agent named therein, Credit Suisse, as
general administrative agent (in such capacity, the “General Administrative
Agent”) for the Lenders and Credit Suisse, Toronto Branch, as Canadian
administrative agent (in such capacity the “Canadian Administrative Agent”).  Any and all initially capitalized terms used
herein have the meanings ascribed thereto in the Credit Agreement unless
otherwise specifically defined herein.


 


[                       ]
the undersigned hereby (one checked as applicable):


 


[ ]            gives the [General;
Canadian; Mexican] Administrative Agent irrevocable notice


 


[ ]            confirms
its irrevocable telephonic notice to the [General; Canadian; Mexican] Administrative
Agent


 


that it
requests the continuation of a [Eurocurrency; BA] Loan under the Credit
Agreement as follows:(1)


 


A.            Conversion from [ABR;
U.S. Prime Rate; Canadian Prime Rate] Loan to [Eurocurrency; BA] Loan.


 


1.             Date
of Conversion.  The date upon which
such conversion is to occur is                     ,
20    .


 


2.             Amount
to be Converted.  The requested
aggregate amount of such [ABR; U.S. Prime Rate; Canadian Prime Rate] Loan to be
converted into a [Eurocurrency; BA] Loan is: $/C$        .


 










(1)                                  Insert Part A and/or
B, as applicable.


 





















 


3.             Interest
Period.  The [Interest Period;
Contract Period] for the proposed [Eurocurrency; BA] Loan is:


 


[ ]            1 month for $/C$                          


[ ]            2 months for $/C$                        


[ ]            3 months for $/C$                        


[ ]            6 months for $/C$                        


 


B.            Conversion from [Eurocurrency;
BA] Loan to [ABR; U.S. Prime Rate; Canadian Prime Rate] Loan.


 


1.             Date
of Conversion.  The date upon which
such conversion is to occur is                     ,
20    .


 


2.             Expiration.  The expiration of the [Interest Period;
Contract Period] presently applicable to such [Eurocurrency; BA] Loan is                     ,
20    , and the [Interest Period; Contract Period]
presently applicable thereto is           
months.


 


3.             Amount
to be Converted.  The requested
aggregate amount of such [Eurocurrency; BA] Loan to be converted into an [ABR;
U.S. Prime Rate; Canadian Prime Rate] Loan is: $/C$              .


 


[REEBOK INTERNATIONAL LTD.]


[REEBOK INTERNATIONAL LIMITED]


[REEBOK CANADA INC.]


[SPORT MASKA INC.]


[MEXICAN BORROWER]


 


 


	
  Dated:                       ,
  20      

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


2





















 


EXHIBIT D to


Credit and Guarantee Agreement


 


Calculation of Additional Cost


 


1.             The
Additional Cost is an addition to the interest rate in relation to the cost of
compliance with the requirements of the Bank of England and/or the Financial
Services Authority (or, in either case, any other authority which replaces all
or any of its functions).


 


2.             On
the first day of each Interest Period (or as soon as possible thereafter), the General
Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional
Cost Rate”) in accordance with the paragraphs set out below.  The Additional Cost will be calculated by the
General Administrative Agent by reference to its principal London lending
office’s (the “Reference Bank”) own rates and will be expressed as a
percentage rate per annum.


 


3.             The
Additional Cost Rate for any Lender lending from a lending office in the United
Kingdom will be calculated by the General Administrative Agent as follows:


 


	
  AB + C(B - D) + Ex0.01

  	
    per cent. per annum

  
	
  100 - (A + C)

  



 


Where:


 


A                                      
is the percentage of Eligible Liabilities (assuming these to be in excess of
any stated minimum) which the Reference Bank is from time to time required to
maintain as an interest free cash ratio deposit with the Bank of England to
comply with cash ratio requirements.


 


B                                        is
the percentage rate of interest (excluding the Applicable Margin and the Additional
Cost) payable for the relevant Interest Period on the Loan.


 


C                                        is
the percentage (if any) of Eligible Liabilities which the Reference Bank is
required from time to time to maintain as interest bearing Special Deposits
with the Bank of England.


 


D                                       is
the percentage rate per annum payable by the Bank of England to the Reference
Bank on interest bearing Special Deposits.


 


E                                         is
the rate of charge payable by the Reference Bank to the Financial Services
Authority pursuant to the Fees Regulations (but, for this purpose, ignoring any
minimum fee required pursuant to the Fees Regulations) and expressed in pounds
per £1,000,000 of the Fee Base of the Reference Bank.


 





















 


4.             For
the purposes of this Schedule:


 


(a)                                  “Eligible
Liabilities” and “Special Deposits” have the meanings given to them
from time to time under or pursuant to the Bank of England Act 1998 or (as may
be appropriate) by the Bank of England;


 


(b)                                 “Fees
Regulations” means the Banking Supervision (Fees) Regulations 2001 or such
other law or regulation as may be in force from time to time in respect of the
payment of fees for banking supervision; and


 


(C)                                “Fee
Base” has the meaning given to it, and will be calculated in accordance
with, the Fees Regulations.


 


5.             In
application of the above formula, A, B, C and D will be included in the formula
as percentages (i.e. 5 per cent. will be included in the formula as 5
and not as 0.05).  A negative result
obtained by subtracting D from B shall be taken as zero.  The resulting figures shall be rounded to
four decimal places.


 


6.             The
General Administrative Agent shall have no liability to any Person if such
determination results in an Additional Cost Rate which over or under
compensates any Lender.


 


7.             Any
determination by the General Administrative Agent pursuant to this Schedule in
relation to a formula, the Additional Cost, an Additional Cost Rate or any
amount payable to a Lender shall, in the absence of manifest error, be
conclusive and binding on the Borrowers and the Lenders.


 


8.             The
General Administrative Agent may from time to time, after consultation with the
Company and the Lenders, determine and notify to the Borrowers and the Lenders
any amendments which are required to be made to this Schedule in order to
comply with any change in law, regulation or any requirements from time to time
imposed by the Bank of England or the Financial Services Authority (or, in any
case, any other authority which replaces all or any of its functions) and any
such determination shall, in the absence of manifest error, be conclusive and
binding on the Borrowers and the Lenders.


 


2





















 


EXHIBIT E-1 to


Credit and Guarantee Agreement


 


[OPINION OF ROPES & GRAY LLP]


 





















 


EXHIBIT E-2 to


Credit and Guarantee Agreement


 


[OPINION OF MACFARLANES]


 





















 


EXHIBIT E-3 to


Credit and Guarantee Agreement


 


[OPINION OF GENERAL COUNSEL OF REEBOK
INTERNATIONAL LTD.]


 





















 


EXHIBIT E-4 to


Credit and Guarantee Agreement


 


[OPINION OF McCARTHY TETRAULT LLP]


 





















 


EXHIBIT E-5 to


Credit and Guarantee Agreement


 


[OPINION OF STEWART McKELVEY STIRLING SCALES]


 





















 


EXHIBIT F-1


 


FORM OF COMPETITIVE BID REQUEST


 


Credit Suisse,
Cayman Islands Branch,

as General Administrative Agent

for the Lenders referred to below,

Eleven Madison Avenue

New York, NY 10010

Attention:  Agency Group


 


[Date]


 


Ladies and
Gentlemen:


 


The
undersigned, Reebok International Ltd. (the “Company”), refers to the
Credit and Guarantee Agreement, dated as of July 1, 2005 (as it
may hereafter be amended, modified, extended or restated from time to time, the
“Agreement”), among the Company, Reebok UK, Reebok Canada, Sport, the
Lenders named therein, the Syndication Agent, Credit Suisse, as General
Administrative Agent and Credit Suisse, Toronto Branch, as Canadian Administrative
Agent.  Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to such terms in the
Agreement.


 


The Company
hereby gives you notice pursuant to subsection 5.1(a) of the Agreement
that the Company requests a Competitive Borrowing under the Agreement, and in
that connection sets forth below the terms on which such Competitive Borrowing
is requested to be made:


 


	
  (a)

  	
   

  	
  Principal
  amount of Competitive Borrowing(1)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Date of
  Competitive Borrowing

  (which is a Business Day)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Interest
  rate basis(2)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  Interest
  Period and the last day thereof

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  Location and
  number of account to which funds are to be disbursed

  	
   

  	
   

  



 


Upon
acceptance of any or all of the Loans offered by the Lenders in response to
this request by the Company, the Company shall be deemed to have










(1)          Not
less than $5,000,000 (and in integral multiples of $ 1,000,000) and not more
than the total US/UK Commitments then available.


(2)          Eurocurrency
Loan or Fixed Rate Loan.


 





















 


represented and warranted that
the conditions to lending specified in subsection 8.2 of the Agreement
have been satisfied.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  REEBOK INTERNATIONAL LTD.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  



 


2





















 


EXHIBIT F-2


 


FORM OF NOTICE OF COMPETITIVE BID REQUEST


 


[Name of
Lender]

[Address]


 


[Date]


 


Attention:  [                         ]


 


Ladies and
Gentlemen:


 


Reference is
made to the Credit and Guarantee Agreement, dated as of July 1,
2005 (as it may hereafter be amended, modified, extended or restated from time
to time, the “Agreement”), among Reebok International Ltd. (the “Company”),
Reebok UK, Reebok Canada, Sport, the Lenders named therein, the Syndication
Agent, Credit Suisse, as General Administrative Agent and Credit Suisse, Toronto
Branch, as Canadian Administrative Agent. 
Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to such terms in the Agreement.


 


The Company
made a Competitive Bid Request on [                        ],
200[   ], pursuant to subsection 5.1(a) of the Agreement,
and in that connection you are invited to submit a Competitive Bid by
[Date]/[Time].(4)  Your Competitive Bid
must comply with subsection 5.1(b) of the Agreement and the terms set
forth below on which the Competitive Bid Request was made(5):


 










(4)    The Competitive Bid must be
received by the General Administrative Agent (i) in the case of Eurocurrency
Competitive Borrowing, not later than 9:30 a.m., New York City time, three
Business Days before a proposed Competitive Loan, and (ii) in the case of Fixed
Rate Loans, not later than 11:30 a.m., New York City time, one Business Day
before a proposed Competitive Borrowing.


 


(5)    Please note that the Company
shall not be required to indemnify any Lender in respect of any withholding
taxes that are in effect and would apply as of the date the Company accepts a
Competitive Bid pursuant to subsection 5.1(d) of the Agreement.  Please note further that each Lender shall be
solely responsible for obtaining and properly completing all forms or other
documentation relating to current and future withholding taxes that apply at
any point to payments from the Company to such Lender.


 





















 


	
  (a)

  	
   

  	
  Principal
  amount of Competitive Borrowing(6)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Date of
  Competitive Borrowing (which is a Business Day)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Interest
  rate basis(7)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  Interest
  Period and the last day thereof(8)

  	
   

  	
   

  



 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS

  BRANCH, as General Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  



 










(6)    Not less than $5,000,000 (and
in integral multiples of $ 1,000,000) and not more than the total Revolving
Commitments then available.


 


(7)    Eurocurrency Loan or Fixed
Rate Loan.


 


(8)    Which shall be subject to the
definition of “Interest Period” and end not later than the Maturity Date.


 


2





















 


EXHIBIT F-3


 


FORM OF COMPETITIVE BID


 


Credit Suisse,
Cayman Islands Branch,

as General Administrative Agent

for the Lenders referred to below,

Eleven Madison Avenue

New York, NY 10010

Attention:  Agency Group


 


[Date]


 


Ladies and
Gentlemen:


 


The
undersigned, [Name of Lender], refers to the Credit and Guarantee Agreement,
dated as of July 1, 2005 (as it may hereafter be amended, modified, extended or
restated from time to time, the “Agreement”), among Reebok International
Ltd. (the “Company”), Reebok UK, Reebok Canada, Sport, the Lenders named
therein, the Syndication Agent, Credit Suisse, as General Administrative Agent
and Credit Suisse , Toronto Branch, as Canadian Administrative Agent.  Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such terms in the Agreement.


 


The
undersigned hereby makes a Competitive Bid pursuant to subsection 5.1(b)
of the Agreement, in response to the Competitive Bid Request made by the
Company on [                         ],
20[   ], and in that connection sets forth below the terms on
which such Competitive Bid is made:


 


	
  Principal
  Amount(9)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Competitive
  Bid Rate(10)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Interest
  Period and last day thereof(11)

  	
   

  	
   

  



 










(9)      Not less than $5,000,000
(and in integral multiples of $1,000,000) and not more than the total Revolving
Commitments then available. Multiple bids will be accepted by the General
Administrative Agent.


 


(10)    i.e., Eurocurrency Rate + or -
[   ]%, in the case of Eurocurrency
Competitive Loans or [   ]%, in the case
of Fixed Rate Loans.


 


(11)    Which shall be subject to the
definition of “Interest Period” and end not later than the Maturity Date.


 





















 


The
undersigned hereby confirms that it is prepared, subject to the conditions set
forth in the Agreement, to extend credit to [                         ]
upon acceptance by [                         ]
of this bid in accordance with subsection 5.1(d) of the Agreement.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [NAME OF LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  



 


2





















 


EXHIBIT F-4


 


FORM OF COMPETITIVE BID ACCEPT/REJECT LETTER


 


Credit Suisse,
Cayman Islands Branch,

as General Administrative Agent

for the Lenders referred to below,

Eleven Madison Avenue

New York, NY 10010

Attention:  Agency Group


 


[Date]


 


Ladies and
Gentlemen:


 


The
undersigned, Reebok International Ltd. (the “Company”), refers to the
Credit and Guarantee Agreement, dated as of July 1, 2005 (as it may
hereafter be amended, modified, extended or restated from time to time, the “Agreement”),
among the Company, Reebok UK, Reebok Canada, Sport, the Lenders named therein, the
Syndication Agent, Credit Suisse, as General Administrative Agent and Credit
Suisse, Toronto, as Canadian Administrative Agent.  Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such terms in the Agreement.


 


In accordance
with subsection 5.1(c) of the Agreement, we have received a summary of
bids in connection with our Competitive Bid Request dated [                         ],
200[   ], and in accordance with subsection 5.1(d) of the
Agreement, we hereby accept the following bids for maturity on [date]:


 


	
  Principal Amount

  	
   

  	
  Fixed Rate/Margin

  	
   

  	
  Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $

  	
   

  	
  [%]/[+/-[   ]%]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $

  	
   

  	
  [%]/[+/-[   ]%]

  	
   

  	
   

  



 


We hereby
reject the following bids:


 


	
  Principal Amount

  	
   

  	
  Fixed Rate/Margin

  	
   

  	
  Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $

  	
   

  	
  [%]/[+/-[   ]%]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $

  	
   

  	
  [%]/[+/-[   ]%]

  	
   

  	
   

  



 





















 


The $[           ]
should be deposited in [Bank] account number [                         ]
on [date].


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  REEBOK INTERNATIONAL LTD.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  



 


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