**Exhibit 10.1**

 

EXECUTION COPY

 

$300,000,000

 

CREDIT AND GUARANTEE AGREEMENTdated 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.andWACHOVIA 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]

 

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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                   |   |

 

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| 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

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| 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

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| 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

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CREDIT ANDGUARANTEE AGREEMENT dated as of July 1, 2005, among:

 

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

 

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

 

(c)                                  (i) REEBOKCANADA 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 withthe Company and Reebok UK, the “Borrowers”);

 

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

 

(e)                                  CREDITSUISSE, a Swiss banking corporation acting through one or more of its branchesor affiliates, as general administrative agent (in such capacity, the “GeneralAdministrative Agent”) for the Lenders;

 

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

 

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

 

(i)                                     ABNAMRO 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.

 

WITNESSETH:

 

WHEREAS, theBorrowers have requested the Lenders to extend credit at any time and from timeto time prior to the Termination Date (such term and each other capitalizedterm used but not defined in this preamble having the meaning set forth inSection 1), in an aggregate principal amount at any time outstanding notin excess of $300,000,000 (or the Dollar Equivalent thereof in AlternativeCurrencies) in the form of (a) revolving Loans to the US/UK Borrowers fromthe 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 Borrowersfrom the Canadian Lenders in an aggregate principal amount at any time not toexceed $25,000,000 (or the Dollar Equivalent thereof in Canadian Dollars).  The Company has requested the Swingline Lenderto extend credit, at any time and from time to time prior to the TerminationDate, in the form of Swingline Loans, in an aggregate principal amount at anytime outstanding not in excess of $25,000,000.  The Account Parties have requested the IssuingBank to issue Letters of 

 

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

 

WHEREAS, theLenders are willing to extend such credit to the Borrowers and the Issuing Bankis willing to issue Letters of Credit for the account of the Account Parties onthe terms and subject to the conditions set forth herein.

 

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

 

SECTION 1.           DEFINITIONS

 

## 1.1.  DefinedTerms.  As used in this Agreement,the following terms shall have the following meanings:

##  

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

 

“AcceptanceFee”:  as defined insubsection 6.7(e)

 

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

 

“AdditionalCost”:  in relation to any Borrowingdenominated in Sterling for any Interest Period, the cost as calculated by the GeneralAdministrative Agent in accordance with Exhibit D imputed to eachLender of compliance with the mandatory liquid assets requirements of the Bankof England during that Interest Period, expressed as a percentage.

 

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

 

2

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

 

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

 

“Agents”:  the Administrative Agents and the SyndicationAgent.

 

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

 

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

 

“AlternativeCurrency”:  Sterling, Euro, CanadianDollars and, after the Mexican Effective Date, Pesos.

 

“ApplicableFacility Fee Rate”:  for each day,the rate *per annum* set forthbelow 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

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| **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 eitherS&P or Moody’s shall cease to have assigned a Credit Rating, such ratingagency 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 ApplicableFacility Fee Rate shall be based on the higher of the two Credit Ratings unlessone of the two Credit Ratings is two or more Categories below the other, inwhich case the Applicable Facility Fee Rate shall be determined by reference tothe Category next below the higher of the two Credit Ratings.

 

“ApplicableMargin”:  for each Type of Loan foreach day, the rate *per annum* setforth 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

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| **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 eitherS&P or Moody’s shall cease to have assigned a Credit Rating, such ratingagency 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 ApplicableMargin shall be based on the higher of the two Credit Ratings unless one of thetwo Credit Ratings is two or more Categories below the other, in which case theApplicable Margin shall be determined by reference to the Category next belowthe higher of the two Credit Ratings.  Inaddition, for each day on which the Total Extensions of Credit exceed 50% ofthe Total Commitments, the Applicable Margins set forth above for EurocurrencyLoans, BA Loans and TIIE Rate Loans (and, if the Credit Ratings are then inCategory 7, for ABR Loans, U.S. Base Rate Loans, Canadian Prime Loans and PesoBase Rate Loans) shall be increased by 10.0 basis points.

 

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

 

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

 

5

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“Assignmentand Acceptance”:  an assignment andacceptance entered into by a Lender and an assignee, and accepted by theGeneral 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 Bor such other form as shall be approved by the General Administrative Agent.

 

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

 

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

 

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

 

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

 

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

 

“BADiscount Proceeds”:  with respect toany BA Loan, an amount calculated on the date of acceptance and purchase oradvance of such BA Loan by multiplying (a) the face or principal amount of suchBA Loan by (b) the quotient of one divided by the sum of one plus the productof (i) the BA Discount Rate applicable to such BA Loan multiplied by (ii) afraction, 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.

 

“BADiscount Rate”:

 

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

 

6

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

 

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

 

“BA Equivalent Loans”:  in relation to a Loan by way of BA Loans, anadvance 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 theamount or principal amount of a BA Loan shall mean the full face amount of theapplicable Bankers’ Acceptances or Discount Notes issued in connectiontherewith.

 

“Bankers’ Acceptance”:  a Draft denominated in Canadian Dollars drawnby a Canadian Borrower and accepted and purchased by a Canadian Lender asprovided in subsection 6.19 and includes a depository bill issued inaccordance with the *Depository Bills andNotes Act*(Canada).

 

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

 

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

 

“BorrowingMinimum”:  (a) in the case of a Borrowingdenominated in Dollars, $10,000,000, (b) in the case of a Borrowing denominatedin Sterling, £5,000,000, (c) in the case of a Borrowing denominated inEuro, €10,000,000, (d) in the case of a Borrowing denominated in CanadianDollars, C$5,000,000 and (e) in the case of a Borrowing denominated inPesos, Mxp10,000,000.

 

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

 

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

 

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

 

“CalculationDate”:  the last Business Day of eachcalendar 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 exchangeof interests in Loans and other extensions of credit under the several Classesand collections thereunder established under subsection 14.17.

 

“CAMExchange”:  the exchange of theLenders’ interests provided for in subsection 14.17.

 

“CAMExchange Date”:  any date on whicheither (a) an Event of Default under paragraph (f) of Section 12 hasoccurred with respect to a Borrower or (b) the Commitments shall have beenterminated prior to the Termination Date and/or the Loans shall have beendeclared immediately due and payable, in either case pursuant to Section 12.

 

“CAMPercentage”:  as to each Lender, afraction, expressed as a decimal, of which (a) the numerator shall be theaggregate Dollar Equivalent (determined on the basis of Exchange Ratesprevailing on the CAM Exchange Date) of the Designated Obligations owed to suchLender (whether or not at the time due and payable) immediately prior to theCAM Exchange Date and (b) the denominator shall be the aggregate DollarEquivalent (as so determined) of the Designated Obligations owed to all theLenders (whether or not at the time due and payable) immediately prior to CAMExchange Date.

 

“CanadianAdministrative Agent”:  CreditSuisse, Toronto Branch, an authorized foreign bank under the *Bank Act*(Canada), as the Canadian administrativeagent for the Canadian Lenders under this Agreement and the other LoanDocuments, together with any of its permitted successors appointed pursuant toSection 13.

 

“CanadianBorrowers”:  as defined in thepreamble to this Agreement.

 

“CanadianBorrowing”:  a Borrowing by a CanadianBorrower.

 

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

 

“CanadianDollar Borrowing”:  a Borrowingdenominated in Canadian Dollars.

 

“CanadianDollars” and “C$”:  the lawfulmoney of Canada.

 

“CanadianExtensions of Credit”:  as to anyCanadian Lender at any time, an amount equal to the Dollar Equivalent of theaggregate principal amount of all Loans made under the Canadian Commitmentsheld by such Lender then outstanding.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

“CanadianTax Act”:  the *Income TaxAct* (Canada), as amended, and any successor thereto, and anyregulations promulgated thereunder.

 

“CapitalStock”:  any and all shares,interests, participations or other equivalents (however designated) of capitalstock 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 anyof the foregoing.

 

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

 

(a) theaverage of the annual rates for Canadian Dollar bankers’ acceptances for a termequal to such Contract Period (or a term as closely possible comparable to suchContract Period) or such other specified period quoted (at approximately10:00 a.m., Toronto time, on such day) on the Reuters Monitor Money RatesService, CDOR page “Canadian Interbank Bid BA Rates”; and

 

(b) if therate described in paragraph (a) above is not available on such day, the ratefor such date will be the annual discount rate (rounded upward to the nearestwhole multiple of 1/100 of 1%) as of 10:00 a.m., Toronto time, on such dayat which the Canadian Administrative Agent is then offering to purchaseCanadian Dollar bankers’ acceptances for a term approximately equal to such ContractPeriod (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 anyCommitment, refers to whether such Commitment is a Canadian Commitment, a PesoCommitment or a US/UK Commitment and when used in reference to any Loan orBorrowing, refers to whether such Loan or Borrowing is made under a CanadianCommitment, a Peso Commitment or a US/UK Commitment.

 

“ClosingDate”:  the date on which theconditions precedent set forth in subsection 8.1 shall be satisfied.

 

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

 

“CommercialLetter of Credit”:  as defined in subsection3.1(b)(i)(2).

 

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

 

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“CommitmentPeriod”:  the period from andincluding the date hereof to but not including the Termination Date or suchearlier date on which the Commitments shall terminate as provided herein.

 

“CommonlyControlled Entity”:  an entity,whether or not incorporated, which is under common control with the Companywithin the meaning of Section 4001 of ERISA or is part of a group whichincludes the Company and which is treated as a single employer under Section414 of the Code.

 

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

 

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

 

“CompetitiveBid Accept/Reject Letter”:  anotification made by the Company pursuant to subsection 5.1(d) in the formof Exhibit F-4.

 

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

 

“CompetitiveBid Request”:  a request madepursuant to Section 5 in the form of Exhibit F-1.

 

“CompetitiveBorrowing”:  a Borrowing consistingof a Competitive Loan or concurrent Competitive Loans from the US/UK Lender or US/UKLenders whose Competitive Bids for such Borrowing have been accepted under thebidding procedure described in Section 5.

 

“CompetitiveLoan”:  a Loan made pursuant toSection 5.  Each Competitive Loanshall be a Eurocurrency Competitive Loan or a Fixed Rate Loan.

 

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

 

“CompetitiveLoan Margin”:  with respect to anyCompetitive 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 AdjustedLIBO Rate in order to determine the interest rate applicable to such Loan, asspecified by the Lender making such Loan in its related Competitive Bid.

 

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

 

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

 

“ContractualObligation”:  as to any Person, anyprovision of any security issued by such Person or of any agreement, instrumentor other undertaking to which such Person is a party or by which it or any ofits property is bound.

 

“CreditRating”:  the rating publiclyannounced from time to time by Moody’s or S&P (as the context shallrequire) as being in effect with respect to the senior, unsecured (andnon-credit enhanced), long-term Indebtedness of the Company.

 

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

 

“DecliningLender”:  as defined insubsection 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, orboth, or any other condition, has been satisfied.

 

“DesignatedObligations”:  all obligations of theBorrowers with respect to (a) principal of and interest on the Loans of eachClass (other than Competitive Loans, but including BA Loans and AcceptanceFees with respect thereto), (b) unreimbursed L/C Disbursements andinterest thereon and (c) all Facility Fees under subsection 6.2.

 

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

 

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

 

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

 

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“DomesticSubsidiary”:  any Subsidiary of theCompany organized under the laws of any jurisdiction within the United Statesof America.

 

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

 

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

 

“EligibleUS/UK Lender”:  as defined insubsection 6.20(a).

 

“EMULegislation”:  the legislativemeasures of the European Union for the introduction of, changeover to oroperation of the Euro in one or more member states.

 

“EnvironmentalLaws”:  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 conductconcerning protection of human health or the environment, as now or may at anytime hereafter be in effect.

 

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

 

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

 

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

 

“EurocurrencyReserve Requirements”:  with respectto the Eurocurrency Loans of any Lender for any day, that percentage (expressedas a decimal) that is in effect on such day, as prescribed by any GovernmentalAuthority for determining the reserve, liquid asset or similar requirement withrespect to such Eurocurrency Loans for such Lender that is subject to the rulesand regulations of such Governmental Authority.

 

“Event ofDefault”:  any of the eventsspecified in Section 12, provided that any requirement for the giving ofnotice, the lapse of time, or both, or any other condition, has been satisfied.

 

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“ExchangeRate”:  on any day, with respect toany Alternative Currency, the rate at which such Alternative Currency may beexchanged into Dollars, as set forth on the relevant Bloomberg Key CrossCurrency Rate Page at approximately 11:00 a.m., New York City time, onsuch day.  In the event that such ratedoes not appear on the relevant Bloomberg Key Cross Currency Rate Page, theExchange Rate shall be determined by reference to such other publicly availableservice for displaying exchange rates as may be agreed upon by the General AdministrativeAgent, the Canadian Administrative Agent (in the case of Canadian Dollars), theMexican Administrative Agent (in the case of Pesos) and the Company, or, in theabsence of such agreement, such Exchange Rate shall instead be the arithmeticaverage of the spot rates of exchange of the General Administrative Agent, theCanadian Administrative Agent or the Mexican Administrative Agent, as the casemay be, in the market where its foreign currency exchange operations in respectof 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 twoBusiness Days later; provided that if at the time of any suchdetermination, for any reason, no such spot rate is being quoted, the General AdministrativeAgent, the Canadian Administrative Agent or the Mexican Administrative Agent,as the case may be, after consultation with the Company, may use any reasonablemethod it deems appropriate to determine such rate, and such determinationshall be conclusive absent manifest error.

 

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

 

“Extensionof Credit”:  each of the US/UKExtensions of Credit, the Canadian Extensions of Credit and the Peso Extensionsof Credit.

 

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

 

“FacilityFee”:  as defined in subsection 6.2.

 

“FederalFunds Effective Rate”:  for any day,the weighted average of the rates on overnight federal funds transactions withmembers of the Federal Reserve System arranged by federal funds brokers, aspublished on the next succeeding Business Day by the Federal Reserve Bank ofNew York, or, if such rate is not so published for any day which is aBusiness Day, the average of the quotations for the day of such transactionsreceived by the General Administrative Agent from three federal funds brokersof recognized standing selected by it.

 

“FinancingLease”:  any lease of property, realor personal, the obligations of the lessee in respect of which are required inaccordance with GAAP to be capitalized on a balance sheet of the lessee.

 

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

 

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

 

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

 

“Fixed RateLoan”:  a Competitive Loan bearinginterest at a Fixed Rate.

 

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

 

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

 

“GeneralAdministrative Agent”:  CreditSuisse, as the general administrative agent for the Lenders under thisAgreement and the other Loan Documents, together with any of its permittedsuccessors appointed pursuant to Section 13.

 

“GovernmentalAuthority”:  any nation orgovernment, any state or other political subdivision thereof and any entityexercising executive, legislative, judicial, regulatory or administrativefunctions of or pertaining to government.

 

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

 

“GuaranteeObligation”:  as to any Person (the “guaranteeingperson”), any obligation of (a) the guaranteeing person or (b) anotherPerson (including, without limitation, any bank under any letter of credit) toinduce the creation of which the guaranteeing person has issued areimbursement, counterindemnity or similar obligation, in either caseguaranteeing or in effect guaranteeing any Indebtedness, leases, dividends orother 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 personincurred for the purpose of providing credit support, whether or notcontingent, (i) to purchase any such primary obligation or any propertyconstituting direct or indirect security therefor, (ii) to advance or supplyfunds (1) for the purchase or payment of any such primary obligation or (2) tomaintain working capital or equity capital of the primary obligor or otherwiseto maintain the net worth or solvency of the primary obligor, (iii) to purchaseproperty, securities or services primarily for the purpose of assuring theowner of any such primary obligation of the ability of the primary obligor tomake payment of such primary obligation or (iv) otherwise to assure or holdharmless the owner of any such primary obligation against loss in respectthereof; provided, however, that the term Guarantee Obligationshall not include endorsements of instruments for deposit or collection in the ordinarycourse of business.  The amount of anyGuarantee Obligation of any guaranteeing person shall be deemed to be the lowerof (a) an amount equal to the stated or determinable amount of 

 

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the primary obligation in respect of whichsuch Guarantee Obligation is made and (b) the maximum amount for which suchguaranteeing person may be liable pursuant to the terms of the instrumentembodying such Guarantee Obligation, unless such primary obligation and themaximum amount for which such guaranteeing person may be liable are not statedor determinable, in which case the amount of such Guarantee Obligation shall besuch guaranteeing person’s maximum reasonably anticipated liability in respectthereof as determined by the Company in good faith.

 

“GuaranteedObligation”:  each of the UKObligations, the Canadian Obligations and the Mexican Obligations.

 

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

 

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

 

“InitialTermination Date”:  July 1, 2010.

 

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

 

“Insolvent”:  pertaining to a condition of Insolvency.

 

“InterestPayment Date”:  (a) as to anyABR Loan (including any Swingline Loan), U.S. Base Rate Loan, Canadian PrimeLoan or Peso Base Rate Loan, the last Business Day of each March, June,September and December, (b) as to any Eurocurrency Loan having an InterestPeriod of three months or less or TIIE Rate Loan, the last day of the InterestPeriod with respect to such Loan, (c) as to any Eurocurrency Loan havingan Interest Period longer than three months, the last day of such InterestPeriod and each day which is three months (or a whole multiple thereof) afterthe first day of such Interest Period and before the last day of such InterestPeriod and (d) as to any Fixed Rate Loan having an Interest Period ofthree months or less, the last day of the Interest Period applicable to theBorrowing of which such Loan is a part and, in the case of a Fixed RateBorrowing with an Interest Period longer than three months (unless otherwisespecified in the applicable Competitive Bid Request), the last day of suchInterest Period and each day which is three months (or a whole multiplethereof) after the first day of such Interest Period and before the last day ofsuch Interest Period, and any

 

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other dates that are specified in theapplicable Competitive Bid Request as Interest Payment Dates with respect tosuch Borrowing.

 

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

 

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

 

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

 

(i) if any Interest Period pertaining to aEurocurrency Loan or a TIIE Rate Loan would otherwise end on a day that is nota Business Day, such Interest Period shall be extended to the next succeedingBusiness Day unless, in the case of a Eurocurrency Loan only, the result ofsuch extension would be to carry such Interest Period into another calendarmonth in which event such Interest Period shall end on the immediatelypreceding Business Day;

 

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

 

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

 

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

 

“IssuingBank”:  with respect to any Letter ofCredit, (a) Credit Suisse (or any Affiliate thereof) or (b) any otherLender (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 ofCredit which is reasonably acceptable to the General Administrative Agent andagrees (in its sole discretion) to serve in such capacity with respect to suchLetter of Credit.

 

“L/CCommitment”:  $200,000,000.

 

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“L/CDisbursement”:  a payment made by an IssuingBank pursuant to a Letter of Credit.

 

“L/C FeePayment Date”:  the last Business Dayof each March, June, September and December.

 

“L/CObligations”:  at any time, an amountequal to the sum of (a) the Dollar Equivalent of the aggregate then undrawn andunexpired amount of the then outstanding Letters of Credit and (b) the DollarEquivalent of the aggregate amount of L/C Disbursements that have not then beenreimbursed pursuant to subsection 3.5.

 

“L/CParticipants”:  with respect to eachLetter of Credit, the collective reference to all the US/UK Lenders, other thanthe 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 ofCredit”:  a Commercial Letter ofCredit or a Standby Letter of Credit, as the context shall require;collectively, the “Letters of Credit”.

 

“LIBO Rate”:  when used with respect to any EurocurrencyBorrowing for any Interest Period, the rate *perannum* determined by the General Administrative Agent atapproximately 11:00 a.m., London time, on the date which is two BusinessDays prior to the beginning of such Interest Period by reference to the BritishBankers’ Association Interest Settlement Rates for deposits in the currency ofsuch Borrowing (as set forth by any service selected by the General AdministrativeAgent which has been nominated by the British Bankers’ Association as anauthorized information vendor for the purpose of displaying such rates), for aperiod equal to such Interest Period; provided that, to the extent thatan interest rate is not ascertainable pursuant to the foregoing provisions ofthis definition, the LIBO Rate shall be the interest rate *per annum* at which deposits in thecurrency of such Borrowing are offered for such Interest Period by major banksin the London interbank market to Credit Suisse at approximately11:00 a.m., London time, on the date two Business Days prior to thebeginning of such Interest Period.

 

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

 

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

 

“LoanDocuments”:  this Agreement and theNotes.

 

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“Local Time”:  (a) with respect to a payment in Dollars, NewYork City time, (b) with respect to a payment in a US/UK AlternateCurrency, 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.

 

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

 

“MaterialAdverse Effect”:  a material adverseeffect on (a) the business, operations, property or condition (financial orotherwise) of the Company and its Subsidiaries taken as a whole, (b) thevalidity 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 orunder any of the other Loan Documents.

 

“MaterialEnvironmental Amount”:  an amountpayable by the Company and/or its Subsidiaries in excess of $30,000,000 forremedial costs, non-routine compliance costs, compensatory damages, punitivedamages, fines, penalties or any combination thereof.

 

“MaterialSubsidiary”:  each DomesticSubsidiary of the Company which has either (a) assets having a fair marketvalue (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 SecuritiesHoldings Corp., during such time as its only material asset is Capital Stock ofRBK Holdings plc, and (y) Reebok Foundation, Inc.

 

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

 

“MexicanAdministrative Agent”:  a bank withan office in Mexico City that agrees to act as the Mexican administrative agentfor the Peso Lenders under this Agreement and the other Loan Documents pursuantto a writing satisfactory to the Company, the Mexican Borrower and the GeneralAdministrative Agent, together with any of its permitted successors appointedpursuant to Section 13.

 

“MexicanBorrower”:  the principal operatingSubsidiary of the Company organized and existing under the laws of Mexico thatmay become a party to this Agreement as a “Borrower” pursuant to subsection 6.20.

 

“MexicanEffective Date”:  the first date on whichthere exist under this Agreement a Mexican Borrower and a Mexican AdministrativeAgent and on which the Peso Commitment exceeds zero.

 

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

 

“MexicanResident”:  at any time, a Lenderthat, at that time, either directly or through one of its branches oraffiliates, (a) in the case of any Peso Loan to the Mexican Borrower, is makingor holding such Peso Loan, and receiving payments of interest and fees from theMexican Borrower, free and clear of any Mexican Non-Excluded Tax, and who (i)is registered with the Ministry of Finance as a foreign financial institutionfor purposes of Article 195(I) of the Mexican Income Tax Law (*Ley del Impuesto sobre la Renta*), theregulations thereunder and any administrative rules issued thereunder, and whointends to be the effective beneficiary of the interest payable under thisAgreement, (ii) is a resident for tax purposes of a country (or the main officeof which, if lending through a branch or agency, is resident of a country) withwhich Mexico has entered into a treaty for the avoidance of double taxation,and will comply with the requirements provided in such treaty to apply areduced withholding tax rate on interest, and (iii) will use reasonablecommercial efforts that are within its control to (A) comply with therequirements of such treaty for so long as it provides a reduced withholdingtax rate under the Mexican Income Tax Law or such double taxation treaty, (B)file all documentation necessary to maintain its registration with the Ministryof Finance pursuant to Article 195(I) of the Mexican Income Tax Law, so long assuch requirement remains applicable, and (C) maintain its status (directly orthrough its main office, if lending through a branch or agency) as a residentfor 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 orholding such Peso Loan, and receiving payments of interest and fees from theUS/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.

 

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

 

“New PesoLender”:  as defined insubsection 6.20(a).

 

“Non-AcceptanceLender”:  a Canadian Lender that doesnot accept Bankers’ Acceptances.

 

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

 

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

 

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

 

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

 

“Notes”:  the collective reference to the Notes.

 

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

 

“Notice ofCompetitive Bid Request”:  anotification 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 Corporationestablished 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 otherentity of whatever nature.

 

“Peso BaseRate”:  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 itsreference rate of interest then in effect for determining interest rates oncommercial loans denominated in Pesos made by it in Mexico.  The determination by the MexicanAdministrative Agent of the Peso Base Rate shall be conclusive.

 

“Peso BaseRate Loan”:  a Loan that bearsinterest based on the Peso Base Rate.

 

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

 

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“PesoExtensions of Credit”:  as to any PesoLender at any time, an amount equal to the Dollar Equivalent of the aggregateprincipal amount of all Loans made under the Peso Commitments held by such Lenderthen outstanding.

 

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

 

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

 

“Pesos”or “Mxp”:  the lawful money ofMexico.

 

“Plan”:  at a particular time, any employee benefitplan which is covered by ERISA and in respect of which the Company or aCommonly 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 inSection 3(5) of ERISA.

 

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

 

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

 

“Pro RataPercentage”:  with respect to (i) anyUS/UK Lender at any time, the percentage of the aggregate US/UK Commitmentsrepresented by such US/UK Lender’s US/UK Commitment, (ii) any CanadianLender at any time, the percentage of the aggregate Canadian Commitments representedby such Canadian Lender’s Canadian Commitment and (iii) any Peso Lender atany time, the percentage of the aggregate Peso Commitments represented by suchPeso Lender’s Peso Commitment.  In theevent the Commitments of any Class shall have expired or been terminated, thePro Rata Percentages of such Class shall be determined on the basis of theCommitments of such Class most recently in effect, giving effect to anysubsequent assignments.

 

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

 

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

 

“ReimbursementObligation”:  with respect to anyLetter of Credit issued for the account of or at the request of an AccountParty, the obligation of such Account Party to reimburse the Issuing Bank withrespect thereto pursuant to subsection 3.5(a) for amounts drawnthereunder.

 

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

 

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“Reorganization”:  with respect to any Multiemployer Plan, thecondition that such plan is in reorganization within the meaning of Section4241 of ERISA.

 

“ReportableEvent”:  any of the events set forthin Section 4043(c) of ERISA, other than those events as to which the thirty daynotice period is waived under subsections .13, .14, .16, .18, .19 or .20 ofPBGC Reg. § 2615.

 

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

 

“Requirementof Law”:  as to any Person, thecertificate of incorporation and by-laws or other organizational or governingdocuments of such Person, and any law, treaty, rule or regulation ordetermination of an arbitrator or a court or other Governmental Authority, ineach case applicable to or binding upon such Person or any of its property orto which such Person or any of its property is subject.

 

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

 

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

 

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

 

“Schedule ILender”:  any Canadian Lender namedin Schedule I to the *Bank Act*(Canada).

 

“ScheduleII/III Reference Lenders”:  CreditSuisse, Toronto Branch and other specified Canadian Lenders that are banksnamed in Schedule II or Schedule III to the *Bank Act*(Canada) and approved by the Canadian Borrowers and the Canadian AdministrativeAgent.

 

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

 

“Single EmployerPlan”:  any Plan which is covered byTitle IV of ERISA, but which is not a Multiemployer Plan.

 

“StandbyLetter of Credit”:  as defined in subsection3.1(b)(i)(l).

 

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

 

“Subsidiary”:  as to any Person, a corporation, partnershipor other entity of which shares of stock or other ownership interests havingordinary voting power (other than stock or such other ownership interestshaving such power only by reason of the happening of a contingency) to elect amajority of the board of directors or other managers of such corporation,partnership or other entity are at the time owned, or the management of whichis otherwise controlled, directly or indirectly through one or moreintermediaries, or both, by such Person; provided that (during such timeas common stock of the Company constitutes its only material asset) RBKHoldings plc shall be deemed not to constitute a Subsidiary of the Company for anypurpose hereunder, other than for purposes of (a) calculation of financialcovenants and (b) presentation of financial statements.  Unless otherwise qualified, all references toa “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiaryor Subsidiaries of the Company.

 

“SwinglineCommitment”:  the commitment of theSwingline Lender to make loans pursuant to subsection 4.1, as the same maybe reduced from time to time pursuant to subsection 6.4.

 

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

 

“SwinglineLender”:  Credit Suisse, actingthrough any of its Affiliates or branches, in its capacity as lender ofSwingline Loans hereunder.

 

“SwinglineLoan”:  any loan made by theSwingline Lender pursuant to Section 4.

 

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

 

“TerminationDate”:  the Initial Termination Dateor, if applicable, the last day of the Extension Period.

 

“TIIE Rate”:  for each Interest Period with respect to TIIERate Loans, the *Tasa de Interés Interbancaria de Equilibrio*(the Interbank Equilibrium Interest Rate) for Pesos for a period oftwenty-eight (28) days published in the “*Diario Oficial de laFederación*” (Official Gazette of the Federation) and as replicatedas set forth under the heading “TIIE” or its equivalent as published by Bancode México on its internet website page, http://www.banxico.org.mx/, or on theReuters Screen MEX06 Page across from the caption (“TIIE”), in eithercase as of 2:00 p.m., Mexico City time, on the day that is one Business Dayprior 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 bythe Banco de México on its internet website page or the Reuters Screen MEX06Page on the day that is one Business Day prior to the 

 

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commencement of the relevant Interest Period, the rate published in the*Diario Oficial de la Federación* willgovern, and provided, further, that if the rate is not publishedin the *Diario Oficial de la Federación*, ratesreplicated by the Banco de México on its internet website page or on theReuters Screen MEX06 Page shall not be used.

 

If, for anyInterest Period, the TIIE is not published in the *DiarioOficial de la Federación* by 11:00 a.m., Mexico City time, theMexican Administrative Agent shall notify the Mexican Borrower and shallinstead determine the TIIE Rate on the second Business Day prior to thecommencement of the relevant Interest Period by calculating the arithmetic mean(rounded upward to the nearest five decimal places) of the quotations advisedto the Mexican Administrative Agent at approximately 11:00 a.m., Mexico Citytime, 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 Mexicaninterbank market selected by the Mexican Administrative Agent.

 

“TIIE RateLoan”:  a Loan that bears interestbased on the TIIE Rate.

 

“TotalCommitments”:  at any time, theaggregate amount of the Commitments then in effect.

 

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

 

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

 

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

 

“UKObligations”:  the unpaid principalof, and interest on (including post-petition interest, whether allowed orallowable), all obligations and liabilities of Reebok UK to the AdministrativeAgents and the Lenders, whether direct or indirect, absolute or contingent, dueor 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 documentexecuted and delivered in connection therewith or herewith, whether on accountof principal, interest, reimbursement obligations, fees, indemnities, costs,expenses (including, without limitation, all fees and disbursements of counselto any Administrative Agent or any Lender) or otherwise.

 

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

 

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

 

“U.S. BaseRate Loans”:  any Canadian Loandenominated in Dollars bearing interest at a rate determined by reference tothe U.S. Base Rate.

 

“US/UKAlternative Currency”:  Sterling andEuro.

 

“US/UKBorrowers”:  the Company and ReebokUK.

 

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

 

“US/UKCommitted Currency”:  Dollars andUS/UK Alternative Currencies.

 

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

 

“US/UKLenders”:  each Lender that has aUS/UK Commitment or that holds US/UK Loans.

 

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

 

“US/UKRevolving Credit Exposure”:  as toany US/UK Lender at any time, an amount equal to the sum of (a) the DollarEquivalent of the aggregate principal amount of all Loans made under the US/UKCommitments held by such Lender then outstanding, (b) such Lender’s Pro RataPercentage of the L/C Obligations then outstanding and (c) such Lender’sSwingline Exposure.

 

## 1.2.  OtherDefinitional Provisions.  (a)  Unless otherwisespecified therein, all terms defined in this Agreement shall have the definedmeanings when used in any Notes or any certificate or other document made ordelivered pursuant hereto.

 

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### (b)  As used herein and in any Notes, and any certificate or other document made ordelivered pursuant hereto, accounting terms relating to the Company and its Subsidiariesnot defined in subsection 1.1 and accounting terms partly defined in subsection1.1, to the extent not defined, shall have the respective meanings given tothem under GAAP; provided, however, that if the Company notifiesthe General Administrative Agent that the Company wishes to amend any covenantin Section 10 or any related definition to eliminate the effect of anychange in GAAP occurring after the date of this Agreement on the operation ofsuch covenant (or if the General Administrative Agent notifies the Company thatthe Majority Lenders wish to amend Section 10 or any related definitionfor such purpose), then the Company’s compliance with such covenant shall bedetermined on the basis of GAAP in effect immediately before the relevantchange in GAAP became effective, until either such notice is withdrawn or suchcovenant is amended in a manner satisfactory to the Company and the MajorityLenders.

###  

### (c)  The words “hereof”, “herein” and “hereunder” and words of similar import whenused in this Agreement shall refer to this Agreement as a whole and not to anyparticular provision of this Agreement, and Section, subsection, Schedule andExhibit references are to this Agreement unless otherwise specified.

###  

### (d)  In the computation of periods of time from a specified date to a laterspecified 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 incalendar days unless Business Days are expressly prescribed.  Any period determined hereunder by referenceto a month or months or year or years shall end on the day in the relevantcalendar month in the relevant year, if applicable, immediately preceding thedate 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 dayfor which there is no numerically corresponding day in the calendar monthduring which such period is to end), such period shall, unless otherwiseexpressly required by the other provisions of this Agreement, end on the lastday of the calendar month.

###  

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

###  

## 1.3.  ExchangeRates.  (a)  Not later than1:00 p.m., New York City time, on each Calculation Date, the General AdministrativeAgent shall (i) determine the Exchange Rate as of such Calculation Date withrespect to each Alternative Currency and (ii) give notice thereof to the Company.  The Exchange Rates so determined shall becomeeffective on the first Business Day immediately following the relevantCalculation Date (a “Reset Date”), shall remain effective until the nextsucceeding Reset Date, and shall for all purposes of this Agreement (other thansubsection 14.8 or any other provision expressly requiring the use of a currentExchange Rate) be the Exchange Rates employed in converting any amounts betweenDollars and Alternative Currencies.

 

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

###  

SECTION 2.           AMOUNTAND TERMS OF COMMITMENTS

 

## 2.1.  Commitments.  (a)  Subject to the terms andconditions hereof, each US/UK Lender severally agrees to make revolving creditloans (the “US/UK Loans”) in any US/UK Committed Currency to any US/UK Borrowerfrom time to time during the Commitment Period in an aggregate principal amountat any one time outstanding that will not result in (i) such US/UK Lender’sUS/UK Revolving Credit Exposure exceeding the amount of such US/UK Lender’s US/UKCommitment (less the amount by which the Competitive Loans outstanding at suchtime shall be deemed to have used the Available US/UK Commitment of such US/UKLender) or (ii) the total US/UK Extensions of Credit exceeding the total US/UKCommitment.  During the Commitment Period,the US/UK Borrowers may use the US/UK Commitments by borrowing, prepaying the US/UKLoans in whole or in part, and reborrowing, all in accordance with the termsand conditions hereof.  Subject to subsection6.9, (x) each US/UK Borrowing denominated in Euros or Sterling shall becomprised entirely of Eurocurrency Loans and (y) each US/UK Borrowingdenominated in Dollars shall be comprised entirely of ABR Loans or EurocurrencyLoans as the applicable Borrower may request in accordance herewith.

##  

### (b)  Subject to the terms and conditions hereof, each Canadian Lender severallyagrees to make revolving credit loans (the “Canadian Loans”) denominatedin Canadian Dollars or Dollars to either of the Canadian Borrowers or revolvingcredit loans denominated in Dollars to any of the US/UK Borrowers in anaggregate principal amount at any one time outstanding that will not result insuch Canadian Lender’s Canadian Extensions of Credit exceeding the amount ofsuch Canadian Lender’s Canadian Commitment.  During the Commitment Period, the CanadianBorrowers and the US/UK Borrowers may use the Canadian Commitments byborrowing, 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) eachCanadian Borrowing denominated in Canadian Dollars shall be comprised entirelyof Canadian Prime Loans or BA Loans and (y) each Canadian Borrowingdenominated in Dollars shall be comprised entirely of (i) U.S. Base Rate Loansor Eurocurrency Loans if made to a Canadian Borrower, or (ii) ABR Loans orEurocurrency Loans if made to a US/UK Borrower, in each case as the applicableBorrower may request in accordance herewith.

###  

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

 

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### or Dollars to the Mexican Borrower or revolvingcredit loans denominated in Dollars to any of the US/UK Borrowers in anaggregate principal amount at any one time outstanding that will not result insuch Peso Lender’s Peso Extensions of Credit exceeding the amount of such PesoLender’s Peso Commitment.  During theCommitment Period, the Mexican Borrower and the US/UK Borrowers may use thePeso 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) eachPeso Borrowing denominated in Pesos shall be comprised of TIIE Rate Loans orPeso Base Rate Loans and (y) each Peso Borrowing denominated in Dollarsshall be comprised of ABR Loans or Eurocurrency Loans, in each case as theapplicable Borrower may request in accordance herewith.

###  

### (d)  Each Lender at its option may make any Loan by causing any domestic or foreignbranch 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 theobligation of any Borrower to repay such Loan in accordance with the terms ofthis Agreement, (ii) subject to subsection 14.17, all Loans made to aCanadian Borrower shall be made and held by a Canadian Resident as defined inclause (a) of the definition thereof and all Canadian Loans made to a US/UKBorrower 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, allLoans made to the Mexican Borrower shall be made and held by a Mexican Residentas defined in clause (a) of the definition thereof and all Peso Loans made to aUS/UK Borrower shall be made and held by a Mexican Resident as defined inclause (b) of the definition thereof.

###  

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

###  

## 2.2.  Procedurefor Borrowing.  (a)  Any US/UKBorrower may borrow under the US/UK Commitments in any US/UK Committed Currencyduring the Commitment Period on any Business Day, provided that (i) inthe case of an ABR Borrowing, such Borrower shall deliver to the General AdministrativeAgent such Borrower’s irrevocable Notice of Borrowing prior to 10:00 a.m., NewYork City time, on the Business Day of the proposed Borrowing and (ii) inthe case of a Eurocurrency Borrowing, such Borrower shall deliver to the GeneralAdministrative Agent such 

 

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## Borrower’s irrevocable Notice of Borrowingnot later than 11:00 a.m., New York City time, three Business Days before thedate of the proposed Borrowing, in each case specifying the followinginformation:

##  

(1)  theBorrower requesting such Borrowing;

 

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

 

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

 

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

 

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

 

(6)  thelocation and number of the Borrower’s account to which funds are to bedisbursed.

 

If no currencyis specified with respect to any requested Eurocurrency Borrowing, then theBorrower shall be deemed to have selected Dollars.  If no election as to the Type of Borrowing isspecified, then the requested Borrowing shall be (i) in the case of a Borrowingdenominated in Dollars, an ABR Borrowing, and (ii) in the case of a Borrowingdenominated in an Alternative Currency, a Eurocurrency Borrowing.  If no Interest Period is specified withrespect to any requested Eurocurrency Borrowing, then the Borrower shall bedeemed to have selected an Interest Period of one month’s duration.  If no Commitment is specified with respect toany requested Borrowing, then the Borrower shall be deemed to have selected theUS/UK Commitments.  Notwithstanding theforegoing, this subsection 2.2 shall not apply to Swingline Loans orCompetitive Loans, which shall be made in accordance with Sections 4 and5, respectively.

 

### (b)  Each Canadian Borrower may borrow under the Canadian Commitments in CanadianDollars and in Dollars and each US/UK Borrower may borrow under the CanadianCommitments in Dollars during the Commitment Period on any Business Day, providedthat (i) in the case of a Borrowing of ABR Loans, U.S. Base Rate Loans orCanadian Prime Loans, such Borrower shall deliver to the CanadianAdministrative 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 thecase of a Borrowing of BA Loans, such Borrower shall deliver to the CanadianAdministrative Agent such Borrower’s irrevocable Notice of Borrowing not laterthan 12:00 (noon), Toronto time, at least two Business Days before the date ofthe proposed Borrowing or (iii) in the case of a Borrowing of EurocurrencyLoans, such Borrower shall deliver to the Canadian Administrative Agent suchBorrower’s irrevocable Notice of Borrowing not 

 

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### later than 12:00 (noon), Toronto time, at leastthree Business Days before the date of the proposed Borrowing, in each casespecifying the following information:

###  

(1)  theBorrower requesting such Borrowing;

 

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

 

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

 

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

 

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

 

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

 

(7)  thelocation and number of such Borrower’s account to which funds are to bedisbursed.

 

If no currencyis specified with respect to any requested Canadian Borrowing by a CanadianBorrower, then the applicable Canadian Borrower shall be deemed to haveselected Canadian Dollars.  If noelection as to the Type of Borrowing is specified, then the requested Borrowingshall 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 inthe case of a US/UK Borrower and (ii) in the case of a Borrowingdenominated 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 orContract Period, as applicable, of one month’s duration.

 

### (c)  The Mexican Borrower may borrow under the Peso Commitments in Pesos and inDollars and each US/UK Borrower may borrow under the Peso Commitments inDollars 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, suchBorrower shall deliver to the Mexican Administrative Agent such Borrower’sirrevocable Notice of Borrowing prior to 10:00 a.m., Mexico City time, on theBusiness Day before the date of the proposed Borrowing or (ii) in the case of aBorrowing of TIIE Rate Loans or Eurocurrency Loans, such Borrower shall deliverto the Mexican Administrative Agent such Borrower’s irrevocable Notice ofBorrowing not later than 11:00 a.m., Mexico City time, at least three BusinessDays before the date of the proposed Borrowing, in each case specifying thefollowing information:

 

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(1)  the Borrower requesting suchBorrowing;

 

(2)  the currency and aggregateprincipal amount of the requested Borrowing;

 

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

 

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

 

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

 

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

 

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

 

### (d)  Promptly following receipt of a Notice of Borrowing in accordance with thisSection, the applicable Administrative Agent shall advise each applicable Lenderof the details thereof and of the amount of such Lender’s Loan to be made aspart of the requested Borrowing.  Each applicableLender will make the amount of its *pro rata*share of each Borrowing on the proposed date thereof by wire transfer ofimmediately available funds by 11:00 a.m., Local Time, to the account of the applicableAdministrative Agent most recently designated by it for such purpose by noticeto the Lenders.  The applicable AdministrativeAgent will make such Loans available to the applicable Borrower by promptlycrediting the amounts so received, in like funds, to an account of suchBorrower designated by such Borrower in the applicable Notice of Borrowing.

###  

## 2.3.  Useof Proceeds of Loans.  The proceedsof the Loans to each Borrower shall be utilized solely for general corporatepurposes in the ordinary course of business, including to refinance maturingcommercial paper and to finance acquisitions not prohibited hereby.

##  

SECTION 3.           AMOUNTAND TERMS OF LETTER OF CREDIT SUBFACILITY

 

## 3.1.  L/CCommitment.  (a)  Subject to the terms and conditionshereof, each Issuing Bank, in reliance on the agreements of the other US/UK Lendersset forth in 

 

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## subsection 3.4(a), agrees to issue anyLetters of Credit requested to be issued by it for the account of eitherAccount Party on any Business Day during the Commitment Period in such form asmay be approved from time to time by such Issuing Bank; provided thatsuch Issuing Bank shall not issue any Letter of Credit if, after giving effectto such issuance, such Issuing Bank has actual knowledge that (i) the L/CObligations would exceed the L/C Commitment or (ii) the total US/UK Extensionsof Credit would exceed the total US/UK Commitments.

##  

### (b)  Each Letter of Credit shall:

###  

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

####  

#### (ii)      be denominated in a US/UKCommitted Currency; and

####  

#### (iii)     expire no later than theearlier of (1) one year following the date of issuance thereof and (2) fivedays prior to the Termination Date; provided that any Letter of Creditmay 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 Credithereunder if such issuance would conflict with, or cause such Issuing Bank orany L/C Participant to exceed any limits imposed by, any applicable Requirementof Law.

###  

## 3.2.  Procedurefor Issuance of Letters of Credit.  Either Account Party may fromtime to time give notice to the General Administrative Agent that such AccountParty or any Subsidiary desires to have a Letter of Credit issued for itsaccount and specifying the proposed Issuing Bank with respect to such Letter ofCredit.  In the event that the proposedIssuing Bank is reasonably acceptable to the General Administrative Agent, theapplicable Account Party shall request that such Issuing Bank issue a Letter ofCredit by delivering to such Issuing Bank (with a copy of such Application tothe General Administrative Agent, in the case of any Standby Letter of Credit)at its address for notices specified herein an Application therefor, completedto the satisfaction of the Issuing Bank, and such other certificates, documentsand other papers and information as the Issuing Bank may request.  Upon receipt of any Application, the IssuingBank will process such Application and the certificates, documents and otherpapers and information delivered to it in connection therewith in accordancewith its customary procedures and shall promptly issue the Letter of Creditrequested thereby by issuing the original of such Letter of Credit to thebeneficiary thereof or as otherwise may be agreed by the Issuing Bank and theapplicable Account Party; provided that the Issuing Bank shall in noevent 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 itsreceipt of the

 

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

##  

## 3.3.  Fees,Commissions and Other Charges.  (a)  Each Account Partyshall pay to the General Administrative Agent, for the account of each IssuingBank and the L/C Participants, a Letter of Credit commission with respect toeach Standby Letter of Credit issued by such Issuing Bank for the account of orat the request of such Account Party, computed for each day during the periodfor which payment is due at the rate *perannum* equal to the Applicable Margin in effect for EurocurrencyLoans on such date (calculated on the basis of a 365- or 366-day year, as thecase may be) times the aggregate amount available to be drawn under suchStandby Letter of Credit on such date. Such commissions shall be payable, in arrears, on each L/C Fee PaymentDate to occur after the issuance of such Standby Letter of Credit and shall benonrefundable.

##  

### (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 bysuch Issuing Bank for the account of or at the request of such Account Party ata rate *per annum* to be agreedupon between the applicable Account Party and such Issuing Bank.  Such fronting fees shall be calculated on thebasis of a 365- or 366-day year (as the case may be) and shall payable, inarrears, on each L/C Fee Payment Date with respect to any such Letters ofCredit which were outstanding during the period for which payment is due.

###  

### (c)  In addition to the foregoing fees and commissions, each Account Party shall payor reimburse each Issuing Bank for such normal and customary costs and expensesas are incurred or charged by such Issuing Bank in issuing, effecting paymentunder, amending or otherwise administering any Letter of Credit issued by itfor 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 andcommissions received by the General Administrative Agent for their respectiveaccounts pursuant to this subsection 3.3.

###  

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

 

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

##  

### (b)  If any amount required to be paid by any L/C Participant to an Issuing Bankpursuant to subsection 3.4(a) in respect of any unreimbursed portion of anypayment made by such Issuing Bank under any Letter of Credit issued by it ispaid to such Issuing Bank within three Business Days after the date suchpayment is due, such L/C Participant shall pay to such Issuing Bank (throughthe General Administrative Agent) on demand an amount equal to the product of(i) such amount, times (ii) the daily average Federal Funds EffectiveRate (or, with respect to Letters of Credit which are denominated in US/UKAlternative Currencies, the rate which reasonably represents such Issuing Bank’scost of funds), as quoted by such Issuing Bank, during the period from andincluding the date on which such payment is required to the date on which suchpayment is immediately available to such Issuing Bank, times (iii) a fractionthe numerator of which is the number of days that elapse during such period andthe denominator of which is 360.  If anysuch amount required to be paid by any L/C Participant pursuant to subsection3.4(a) is not in fact made available to such Issuing Bank by such L/CParticipant within three Business Days after the date such payment is due, suchIssuing 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 perannum applicable to ABR Loans hereunder (or, in the case of Letters of Creditwhich are denominated in US/UK Alternative Currencies, at a rate equal to therate which is reasonably determined by such Issuing Bank to reflect its cost offunding in the relevant currency plus the Applicable Margin then in effect withrespect to ABR Loans).  A certificate ofsuch Issuing Bank submitted to any L/C Participant (through the General AdministrativeAgent) with respect to any amounts owing under this subsection 3.4 shall beconclusive in the absence of manifest error.

###  

### (c)  Whenever, at any time after (i) an Issuing Bank has made payment under anyLetter of Credit, (ii) such Issuing Bank has received from any L/C Participantits *pro rata* share of suchpayment in accordance with subsection 3.4(a) and (iii) such Issuing Bankreceives any payment related to such Letter of Credit (whether directly fromthe applicable Account Party or otherwise, including proceeds of collateralapplied thereto by such Issuing Bank), or any payment of interest on accountthereof, 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 berequired to be returned by such Issuing Bank, such L/C Participant shall returnto such Issuing Bank (through the General Administrative Agent) the portionthereof previously distributed by such Issuing Bank to it.

 

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## 3.5.  ReimbursementObligation of the Borrower.  (a)  Each Account Partyagrees to reimburse each Issuing Bank on each date on which such Issuing Banknotifies such Account Party of the date and amount of a draft presented underany Letter of Credit issued by such Issuing Bank for the account of or at therequest 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 orexpenses incurred by such Issuing Bank in connection with such payment.  Each such payment shall be made to suchIssuing Bank at its address for notices specified herein in Dollars (or, in thecase of any Letter of Credit which is denominated in an Alternative US/UKCurrency, in the applicable US/UK Alternative Currency in which such Letter ofCredit is denominated) and in immediately available funds.

##  

### (b)  Interest shall be payable on any and all amounts remaining unpaid by theapplicable Account Party under this subsection 3.5 from the date such amountsbecome payable (whether at stated maturity, by acceleration or otherwise) untilpayment in full at the rate which would be payable on any outstanding ABR Loanswhich were then overdue (or, in the case of Letters of Credit which aredenominated in Alternative US/UK Currencies, at a rate equal to the rate whichis reasonably determined by the relevant Issuing Bank to reflect its cost offunding in the relevant US/UK Alternative Currency plus 2% above the ApplicableMargin then in effect with respect to ABR Loans).

###  

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

###  

## 3.6.  ObligationsAbsolute.  (a)  Each Account Party’s obligations underthis Section 3 shall be absolute and unconditional under any and allcircumstances and irrespective of any setoff, counterclaim or defense topayment which such Account Party may have or have had against any Issuing Bankor any beneficiary of a Letter of Credit.

##  

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

 

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### (c)  No Issuing Bank shall be liable for any error, omission, interruption or delayin transmission, dispatch or delivery of any message or advice, howevertransmitted, in connection with any Letter of Credit issued by such IssuingBank, except for errors or omissions caused by such Issuing Bank’s grossnegligence or willful misconduct.

###  

### (d)  Each Account Party agrees that any action taken or omitted by an Issuing Bankunder or in connection with any Letter of Credit or the related drafts ordocuments, if done in the absence of gross negligence or willful misconduct andin accordance with the standards of care specified in the Uniform CommercialCode of the State of New York, shall be binding on such Account Party and shallnot result in any liability of such Issuing Bank to such Account Party.

###  

## 3.7.  Letterof Credit Payments.  The responsibility of each Issuing Bank toan Account Party in connection with any draft presented for payment under anyLetter of Credit shall, in addition to any payment obligation expresslyprovided for in such Letter of Credit, be limited to determining that thedocuments (including each draft) delivered under such Letter of Credit inconnection with such presentment are in conformity with such Letter of Credit.

##  

## 3.8.  Application.  Tothe extent that any provision of any Application related to any Letter ofCredit is inconsistent with the provisions of this Section 3, the provisions ofthis Section 3 shall apply.

##  

## 3.9.  Reportingby Issuing Banks.  (a)  Each Issuing Bank hereby agreesto provide to the General Administrative Agent prompt notice of (i) theissuance by it of any Letter of Credit, (ii) the amendment of any Letter ofCredit issued by it, (iii) the termination thereof, (iv) the presentation ofany draft thereunder and (v) the reimbursement by an Account Party of suchdraft; provided, however, that, with respect to CommercialLetters of Credit, such notice shall take the form of a summary report whichshall be provided to the General Administrative Agent (x) on the first BusinessDay 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 AdministrativeAgent may from time to time request.

##  

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

###  

SECTION 4.           TERMS OFSWINGLINE SUBFACILITY

 

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

 

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

##  

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

##  

## 4.3.  Prepayment.  The Company may at any time and from time totime on any Business Day prepay any Swingline Loan, in whole or in part, withoutpremium or penalty, upon notice to the Swingline Lender and to the GeneralAdministrative 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 andshall bear interest as provided in subsection 6.7.

##  

## 4.5.  Participations.  The Swingline Lender may by written noticegiven to the General Administrative Agent not later than 1:00 p.m., NewYork City time, on any Business Day require the US/UK Lenders to acquireparticipations on such Business Day in all or a portion of the Swingline Loansoutstanding.  Such notice shall specifythe 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 SwinglineLoan or Loans.  In furtherance of theforegoing, each US/UK Lender hereby absolutely and unconditionally agrees, uponreceipt of notice as provided above, to pay to the General AdministrativeAgent, for the account of the Swingline Lender, such Lender’s Pro RataPercentage of such Swingline Loan or Loans. Each US/UK Lender acknowledges and agrees that its obligation to acquireparticipations in Swingline Loans pursuant to this paragraph is absolute andunconditional 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.  EachUS/UK Lender shall comply with its obligation under this paragraph by wiretransfer 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) shallapply, *mutatis mutandis*, to thepayment obligations 

 

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## of the US/UK Lenders) and the General AdministrativeAgent shall promptly pay to the Swingline Lender the amounts so received by itfrom the US/UK Lenders.  The General AdministrativeAgent shall notify the Company of any participations in any Swingline Loanacquired pursuant to this paragraph and thereafter payments in respect of suchSwingline Loan shall be made to the General Administrative Agent and not to theSwingline Lender.  Any amounts receivedby the Swingline Lender from the Company (or other party on behalf of theCompany) in respect of a Swingline Loan after receipt by the Swingline Lenderof the proceeds of a sale of participations therein shall be promptly remittedto the General Administrative Agent; any such amounts received by the General AdministrativeAgent shall be promptly remitted by the General Administrative Agent to the US/UKLenders that shall have made their payments pursuant to this paragraph and tothe Swingline Lender, as their interests may appear. The purchase ofparticipations in a Swingline Loan pursuant to this paragraph shall not relievethe Company (or other party liable for obligations of the Company) of anydefault in the payment thereof.

##  

SECTION 5.           COMPETITIVEBID LOANS.

 

## 5.1.  CompetitiveBid Procedure.  (a)    Subjectto the terms and conditions set forth herein, from time to time during the CommitmentPeriod the Company may request Competitive Bids for Competitive Loansdenominated in Dollars and the Company may (but shall not have any obligationto) accept Competitive Bids and borrow Competitive Loans; provided**that no Competitive Loan may be requestedthat would result in the sum of the total US/UK Extensions of Credit exceedingthe total US/UK Commitments.  EachCompetitive Borrowing shall be comprised entirely of Eurocurrency Loans orFixed Rate Loans as the Company may request in accordance herewith and shall bein an aggregate amount that is an integral multiple of $1,000,000 and not lessthan $5,000,000.  To request CompetitiveBids, the Company shall hand deliver or telecopy to the General AdministrativeAgent a duly completed Competitive Bid Request in the form of Exhibit F-1hereto, to be received by the General Administrative Agent, in the case of aEurocurrency Borrowing, not later than 10:00 a.m., New York Citytime, four Business Days before the date of the proposed Borrowing and, in thecase of a Fixed Rate Borrowing, not later than 10:00 a.m., New YorkCity time, two Business Days before the date of the proposed Borrowing.  A Competitive Bid Request that does notconform substantially to Exhibit F-1 may be rejected in the GeneralAdministrative Agent’s sole discretion, and the General Administrative Agentshall promptly notify the Company of such rejection by telecopy.  Each Competitive Bid Request shall specifythe following information in compliance with subsection 2.2:

##  

(1)  aggregate principal amount ofthe requested Borrowing;

 

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

 

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

 

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

 

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

 

Promptlyfollowing receipt of a Competitive Bid Request in accordance with this Section 5,the General Administrative Agent shall notify the US/UK Lenders of the detailsthereof 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 moreCompetitive Bids to the Company in response to a Competitive Bid Request.  Each Competitive Bid by a US/UK Lender mustbe received by the General Administrative Agent by telecopy, in the form of Exhibit F-3hereto, in the case of a Eurocurrency Competitive Borrowing, not later than9:30 a.m., New York City time, three Business Days before theproposed date of such Competitive Borrowing, and in the case of a Fixed RateBorrowing, not later than 11:30 a.m., New York City time, oneBusiness Day before the proposed date of such Competitive Borrowing.  Competitive Bids that do not conformsubstantially to the format of Exhibit F-3 may be rejected by the GeneralAdministrative Agent, and the General Administrative Agent shall notify theapplicable 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 Lenderis willing to make (which shall be a minimum of $5,000,000 and an integralmultiple of $1,000,000, and which may equal the entire principal amount of theCompetitive Borrowing Request by the Company), (ii) the Competitive BidRate 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 morethan four decimal places) and (iii) the Interest Period applicable to eachsuch Loan and the last day thereof.

###  

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

###  

### (d)  Subject only to the provisions of this paragraph, the Company may accept orreject any Competitive Bid.  The Company shallnotify the General Administrative Agent by telephone, confirmed by telecopy inthe form of a Competitive Bid Accept/Reject Letter, whether and to what extentit has decided to accept or reject each Competitive Bid, in the case of aEurocurrency Competitive Borrowing, not later than 2:00 p.m.,New York City time, three Business Days before the date of the proposedCompetitive Borrowing, and in the case of a Fixed Rate Borrowing, not laterthan 2:00 p.m., New York City time, on the proposed date of theCompetitive Borrowing; provided that (i) the failure of the Companyto 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 particularCompetitive Bid Rate if the Company rejects a Competitive Bid made at a lowerCompetitive Bid Rate, (iii) the aggregate amount of the Competitive Bidsaccepted by the Company shall not exceed the aggregate amount of the requestedCompetitive Borrowing specified in the related Competitive Bid Request,(iv) to the extent necessary to comply with clause (iii) above, theCompany may accept Competitive

 

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### Bids at the same Competitive Bid Rate inpart, which acceptance, in the case of multiple Competitive Bids at suchCompetitive Bid Rate, shall be made *pro rata* inaccordance with the amount of each such Competitive Bid and (v) exceptpursuant to clause (iv) above, no Competitive Bid shall be accepted for aCompetitive Loan unless such Competitive Loan is in a minimum principal amountof $5,000,000 and an integral multiple of $1,000,000; providedfurtherthat if a Competitive Loan must be in an amount less than $5,000,000 because ofthe provisions of clause (iv) above, such Competitive Loan may be for aminimum of $1,000,000 or any integral multiple thereof, and in calculating the *pro rata* allocation of acceptances of portions of multipleCompetitive Bids at a particular Competitive Bid Rate pursuant toclause (iv) the amounts shall be rounded to integral multiples of $1,000,000in a manner which shall be in the discretion of the Company.  A notice given by the Company pursuant tothis paragraph (d) shall be irrevocable.

###  

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

###  

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

###  

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

###  

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

 

## 6.1.  Repaymentof Loans; Evidence of Debt.  (a)  EachBorrower hereby unconditionally promises to pay to the applicable AdministrativeAgent for the account of each Lender on the Termination Date (or such earlierdate on which the Loans become due and payable pursuant to Section 12) the thenunpaid principal amount of the Loans (other than Competitive Loans) made bysuch Lender to such Borrower.

##  

### (b)  The Company hereby unconditionally promises to pay to the GeneralAdministrative Agent for the account of each US/UK Lender the then unpaidprincipal amount of each Competitive Loan made by such US/UK Lender on the lastday of the Interest Period applicable to such Loan (or such earlier date onwhich such Competitive Loan becomes due and payable pursuant to Section 12).

###  

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

 

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### Loans made to such Borrower from time to timeoutstanding 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 contrarycontained herein, in no event shall Reebok UK, the Canadian Borrowers or theMexican Borrower have any liability to the Agents or any Lender for liabilitieshereunder 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) thetotal Extensions of Credit of any Class then outstanding would exceed the totalCommitments of such Class then in effect, or (ii) the Total Extensions ofCredit then outstanding would exceed the Total Commitments then in effect, theneach Borrower hereby unconditionally promises, on the Business Day followingnotice thereof from an Administrative Agent, to repay or prepay (or, in thecase of Borrowings composed of BA Loans, defease) Borrowings of therelevant 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 oraccounts evidencing indebtedness of each Borrower to such Lender resulting fromeach Loan of such Lender from time to time, including the amounts of principaland interest payable and paid to such Lender from time to time under thisAgreement.

###  

### (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 andeach Interest Period or Contract Period, as the case may be, applicablethereto, (ii) the amount of any principal or interest due and payable orto 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 fromeach Borrower and each Lender’s share thereof.

###  

### (g)  The entries made in each Register and the accounts of each Lender maintainedpursuant to subsection 6.1(g) shall, to the extent permitted by applicable law,be *prima facie* evidence of theexistence and amounts of the obligations of each Borrower therein recorded; provided,however, that the failure of any Lender or any Administrative Agent tomaintain a Register or any such account, or any error therein, shall not in anymanner affect the obligation of any Borrower to repay (with applicableinterest) the Loans made to such Borrower by such Lender in accordance with theterms of this Agreement.

###  

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

###  

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

 

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

##  

(ii)  Tothe extent not paid by the Company, the Canadian Borrowers agree to pay to the CanadianAdministrative Agent for the account of each Canadian Lender a Facility Fee inDollars, which shall accrue at the Applicable Facility Fee Rate on the dailyamount of the Canadian Commitment of such Canadian Lender (whether used orunused) during the period from and including the date hereof to but excludingthe date on which such Commitment terminates; provided that, if suchLender continues to have any outstanding Canadian Extensions of Credit afterits Canadian Commitment terminates, then such Facility Fee shall continue toaccrue on the daily amount of such Canadian Lender’s outstanding CanadianExtensions of Credit from and including the date on which its Canadian Commitmentterminates to but excluding the date on which such Lender ceases to have anyoutstanding Canadian Extensions of Credit.

 

(iii)  Tothe extent not paid by the Company, the Mexican Borrower agrees to pay to the MexicanAdministrative Agent for the account of each Peso Lender a Facility Fee inDollars, which shall accrue at the Applicable Facility Fee Rate on the dailyamount 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 dateon which such Commitment terminates; provided that, if such Lendercontinues to have any outstanding Peso Extensions of Credit after its PesoCommitment terminates, then such Facility Fee shall continue to accrue on thedaily amount of such Peso Lender’s outstanding Peso Extensions of Credit fromand including the date on which its Peso Commitment terminates to but excludingthe date on which such Lender ceases to have any outstanding Peso Extensions ofCredit.

 

(iv)  AccruedFacility 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 applicableCommitments terminate, commencing on the first such date to occur after thedate hereof; provided that any Facility Fees accruing after the date onwhich 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 separatelyagreed upon between such Borrower and the applicable Administrative Agent.

###  

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

 

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

###  

## 6.3.  OptionalPrepayments.  Each Borrower may atany time and from time to time prepay the Loans included in any Borrowing orBorrowings owing by it (other than BA Loans, which may, however, be defeasedas provided below), in whole or in part, without premium or penalty, upon atleast 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 Commitmentsunder which such Borrowing was made (which notice must be received by such AdministrativeAgent 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 noticeis due), specifying the date and amount of prepayment and the Borrowing orBorrowings being prepaid (and, if more than one, the amount allocable to each);provided that the Company shall not have the right to prepay anyCompetitive Loan without the prior consent of the Lender thereof.  Upon receipt of any such notice, the applicableAdministrative Agent shall promptly notify each affected Lender thereof.  If any such notice is given, the amountspecified in such notice shall be due and payable on the date specifiedtherein, 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 RateLoans, Canadian Prime Loans or Peso Base Rate Loans, accrued interest to suchdate on the amount prepaid.  Partialprepayments shall be in an aggregate principal amount at least equal to theBorrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof.  Each prepayment shall be applied ratably tothe Loans included in the prepaid Borrowing. A Canadian Borrower may defease any BA Loan by depositing with theCanadian Administrative Agent an amount that, together with interest accruingon such amount to the end of the Contract Period for such BA Loan at suchrate as the Canadian Administrative Agent shall specify upon receipt of suchamount, is sufficient to pay such maturing BA Loan when due.

##  

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

##  

(ii)  TheUS/UK Borrowers and Canadian Borrowers shall have the right, upon not less thanfive Business Days’ notice to the General Administrative Agent and the CanadianAdministrative Agent, to terminate the Canadian Commitments or, from time totime, to reduce the amount of the Canadian Commitments; provided that nosuch termination or reduction shall be permitted if, after giving effectthereto and to any prepayments of the Loans made on the effective date thereof,the total Canadian Extensions of Credit then outstanding would exceed the totalCanadian Commitments then in effect.

 

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

 

(iv)  Anysuch reduction shall be in a minimum amount equal to $10,000,000 (or, with respectto the Canadian Commitments or the Peso Commitments, $5,000,000) or a wholemultiple of $1,000,000 in excess thereof and shall reduce permanently theCommitments then in effect.

 

## 6.5.  Conversionand Continuation Options.  (a)  EachBorrower may elect from time to time to convert Eurocurrency Loans denominatedin Dollars to ABR Loans or, in the case of a Canadian Borrower, U.S. Base Rate Loansby delivering to the Administrative Agent for the Class of Commitments underwhich 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 ofconversion.  Each Borrower may elect fromtime 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 tothe Administrative Agent for the Class of Commitments under which such Loanswere 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 fromtime to time to convert Canadian Prime Loans to BA Loans by delivering to theCanadian Administrative Agent an irrevocable Notice of Borrowing by 12:00 (noon),Toronto time, at least two Business Days prior to the requested conversiondate.  Each of the Canadian Borrowers mayelect from time to time to convert BA Loans to Canadian Prime Loans bydelivering to the Canadian Administrative Agent an irrevocable Notice ofBorrowing by 12:00 (noon), Toronto time, at least one Business Day prior to therequested conversion date.  Except asprovided in subsection 6.12, TIIE Rate Loans may not be converted.  Any such Notice of Borrowing with respect toa conversion to ABR Loans, U.S. Base Rate Loans, Canadian Prime Loans, BA Loansor Eurocurrency Loans shall specify:

##  

#### (i)       the Borrowing to whichsuch Notice of Borrowing applies and, if different options are being electedwith respect to different portions thereof, the portions thereof to beallocated to each resulting Borrowing (in which case the information to bespecified pursuant to clauses (iii) and (iv) below shall be specified for eachresulting Borrowing);

####  

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

 

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#### (iii)     whether the resultingBorrowing is to be an ABR Borrowing, a U.S. Base Rate Borrowing, a CanadianPrime Borrowing, a BA Borrowing or a Eurocurrency Borrowing;

####  

#### (iv)     if the resultingBorrowing is a Eurocurrency Borrowing, the Interest Period to be applicablethereto after giving effect to such election, which shall be a periodcontemplated by the definition of the term “Interest Period”; and

####  

#### (v)      if the resultingBorrowing is a BA Borrowing, the Contract Period to be applicable thereto aftergiving effect to such election, which shall be a period contemplated by thedefinition of the term “Contract Period”.

####  

Upon receiptof any such Notice of Borrowing, the Administrative Agent for the Class ofCommitments under which such Borrowing is being made shall promptly notify eachLender thereof.  All or any part ofoutstanding Eurocurrency Loans, ABR Loans, U.S. Base Rate Loans, Canadian PrimeLoans 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 whenany Event of Default has occurred and is continuing and the applicable AdministrativeAgent has or the Required Lenders for the Class of Commitments under which suchBorrowing is being made have determined that such a conversion is notappropriate, (ii) no Loan may be converted into a Eurocurrency Loan after thedate that is one month prior to the Termination Date and (iii) no BA Loanmay be converted on a day other than the last day of the Contract Periodapplicable thereto.  This subsection 6.5shall not apply to Competitive Borrowings, which may not be converted orcontinued.

 

### (b)  Any Eurocurrency Loan or BA Loan may be continued as such upon the expirationof the then current Interest Period (or Contract Period) with respect theretoby the relevant Borrower delivering to the applicable Administrative Agent anirrevocable Notice of Borrowing by 10:00 a.m., New York time (or in thecase of BA Loans, 12:00 (noon) Toronto time), at least three Business Daysprior to the expiration of the then current Interest Period (or ContractPeriod), in accordance with the applicable provisions of the term “InterestPeriod” or “Contract Period”, as applicable, set forth in subsection 1.1,of the length of the next Interest Period (or Contract Period) to be applicableto such Loans, provided that (i) no Eurocurrency Loan denominatedin Dollars or BA Loan may be continued as such and no Eurocurrency Loandenominated in a US/UK Alternative Currency may be continued for an InterestPeriod in excess of one month, in each case when any Event of Default hasoccurred and is continuing and the Administrative Agent for the Class ofCommitments under which such Borrowing is being made has or the RequiredLenders for the Class of Commitments under which such Borrowing is being made havedetermined that such a continuation is not appropriate and (ii) after the datethat is one month prior to the Termination Date, no Eurocurrency Loandenominated in Dollars or BA Loan may be continued as such and the InterestPeriod with respect to any Eurocurrency Loan made, continued or converted in aUS/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 Lenderthereof.  If the relevant Borrower failsto deliver a timely Notice of 

 

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### Borrowing with respect to a Eurocurrency Loanor BA Loan prior to the end of the Interest Period or Contract Period applicablethereto, then, unless such Borrowing is repaid as provided herein, at the endof such Interest Period or Contract Period such Borrowing shall be converted toan ABR Borrowing (unless such Borrowing is denominated in a US/UK AlternativeCurrency, in which case such Borrowing shall become due and payable on the lastday of such Interest Period) or U.S. Base Rate Borrowing (in the case of aCanadian Borrowing denominated in Dollars) or Canadian Prime Rate Loan (in thecase of a BA Loan), as applicable. Subject to subsection 6.12, each TIIE Rate Loan shallautomatically be continued for successive Interest Periods until theTermination Date unless it is repaid as provided herein.

###  

## 6.6.  MinimumAmounts and Maximum Number of Borrowings. All borrowings, conversions and continuations of Eurocurrency Loans, BALoans and TIIE Rate Loans hereunder and all selections of Interest Periodshereunder shall be in such amounts and be made pursuant to such elections sothat, after giving effect thereto, the aggregate principal amount of eachEurocurrency Borrowing, BA Borrowing and TIIE Rate Borrowing shall be equal tothe Borrowing Minimum or a whole multiple of the Borrowing Multiple in excessthereof.

##  

## 6.7.  InterestRates and Payment Dates.  (a)  EachEurocurrency Loan shall bear interest for each day during each Interest Periodwith respect thereto (i) in the case of a Eurocurrency Loan (other than aCompetitive Loan), at a rate *per annum*equal to the Adjusted LIBO Rate for such Interest Period plus the thenApplicable Margin or (ii) in the case of a Eurocurrency Competitive Loan,at a rate *per annum* equal to theAdjusted LIBO Rate for such Interest Period plus (or minus, as applicable) theCompetitive Loan Margin applicable to such Loan.

##  

### (b)  Each ABR Loan shall bear interest at a rate *perannum* equal to the Alternate Base Rate plus the then ApplicableMargin.

###  

### (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 thenApplicable Margin and (ii) each Canadian Prime Loan shall bear interest ata rate *per annum* equal to the Canadian PrimeRate plus the then Applicable Margin.

###  

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

 

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### (f)  (i)  Each TIIE Rate Loan shall bear interest for each day during eachInterest 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 thenApplicable Margin;

###  

### (g)  If all or a portion of (i) any principal of any Loan, (ii) any interest payablethereon, (iii) any Facility Fee or (iv) any other amount payable hereunder (includingAcceptance Fees) shall not be paid when due (whether at the stated maturity, byacceleration or otherwise), the principal of the Loans and any such overdueinterest, Facility Fee or other amount shall bear interest at a rate *per annum* which is (x) in the case ofprincipal, the rate that would otherwise be applicable thereto pursuant to theforegoing provisions of this subsection plus 2% or (y) in the case of any suchoverdue 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-paymentuntil such overdue principal, interest, Facility Fee or other amount is paid infull (as well after as before judgment).

###  

### (h)  Interest on each Loan (other than a BA Loan) shall be payable in arrears oneach Interest Payment Date, provided that interest accruing pursuant toparagraph (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 aBorrower be obligated to pay interest in excess of the maximum amount which ischargeable under applicable law.

###  

## 6.8.  Computationof Interest and Fees.  (a)  FacilityFees, interest on Borrowings denominated in Sterling, interest on Borrowingsdenominated in Dollars (including each Swingline Loan) and calculated byreference to the Prime Rate, interest on Canadian Prime Borrowings and intereston Peso Base Rate Loans shall be calculated on the basis of a 365- (or 366-, asthe 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 theactual number of days elapsed.  Anychange in the interest rate on a Loan resulting from a change in the Alternate BaseRate, the U.S. Base Rate, the Peso Base Rate or the Eurocurrency ReserveRequirements shall become effective as of the opening of business on the day onwhich such change becomes effective.  Theapplicable Administrative Agent shall as soon as practicable notify therelevant Borrower and the applicable Lenders of the effective date and theamount of each such change in interest rate. Any change in the Applicable Margin or Applicable Facility Fee Rateresulting from a change in the Credit Rating of the Company shall becomeeffective on the earlier of (x) the date upon which such change is publiclyannounced by the relevant rating agency and (y) the date upon which the Companyprovides to the General Administrative Agent reasonably satisfactory evidenceof such change.

##  

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

 

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### applicable Administrative Agent shall, at therequest of any Borrower, deliver to such Borrower a statement showing thequotations used by such Administrative Agent in determining any interest ratepursuant 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 paidhereunder or in connection herewith is to be calculated on the basis of a360-day year, the yearly rate of interest to which the rate used in suchcalculation is equivalent is the rate so used multiplied by the actual numberof days in the calendar year in which the same is to be ascertained and dividedby 360.  The rates of interest under thisAgreement are nominal rates, and not effective rates or yields.  The principle of deemed reinvestment ofinterest does not apply to any interest calculation under this Agreement.

###  

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

###  

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

####  

#### (ii)                  thereafter,by reducing any fees, commissions, premiums and other amounts required to bepaid by such Canadian Borrower to the affected Lender which would constituteinterest for purposes of Section 347 of the *CriminalCode* (Canada).

####  

## 6.9.  Inabilityto Determine Interest Rate.  If priorto the first day of any Interest Period for a Eurocurrency Borrowingdenominated in any US/UK Committed Currency:

##  

### (a)  the General Administrative Agent shall have determined (which determinationshall be conclusive and binding upon the Borrowers) that, by reason ofcircumstances affecting the relevant market, adequate and reasonable means donot exist for ascertaining the Adjusted LIBO Rate for such US/UK CommittedCurrency for such Interest Period, or

###  

### (b)  the General Administrative Agent shall have received notice from the MajorityLenders (or, in the case of a Eurocurrency Competitive Loan, the Lender that isrequired to make such Loan) that the Adjusted LIBO Rate determined or to bedetermined for such US/UK Committed Currency for such Interest Period willnot adequately and fairly reflect the cost to such Lenders (as conclusivelycertified by such Lenders) of making or maintaining their affected Loans duringsuch Interest Period,

###  

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###  

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

 

## 6.10.  *Pro Rata* Treatment and Payments.  (a)  Other than in connection withSwingline Loans, each Borrowing by a Borrower under a certain Class of Commitmentsfrom the Lenders holding such Class of Commitments, each payment by a Borroweron account of any Facility Fee hereunder relating to such Class of Commitments andany reduction of such Commitments of the Lenders shall be made *pro rata* according to the respective applicablePro Rata Percentages.  Notwithstandingthe foregoing, each Canadian Lender agrees that the Canadian AdministrativeAgent may, in is sole discretion, increase or reduce any Canadian Lender’sportion of a BA Loan to the extent provided insubsection 6.19(a).  Each payment(including each prepayment) by a Borrower on account of principal of andinterest on the Loans comprising a Competitive Borrowing or a Borrowing under acertain Class of Commitments shall be made *prorata* according to the respective outstanding principal amounts ofsuch Loans then held by the Lenders holding such Competitive Borrowing or such Classof Commitments.  Except as provided insubsection 14.17, all payments hereunder of principal or interest in respect ofany Loan shall be made in the currency of such Loan.  All payments in respect of ReimbursementObligations, interest thereon and Letter of Credit commissions with respect toa Letter of Credit shall be made in the currency of such Letter of Credit.  All other payments hereunder and under eachother Loan Document shall be made in Dollars. Except as otherwise set forth herein, all payments (includingprepayments) to be made by a Borrower hereunder, whether on account of principal,interest, fees or otherwise, shall be made without set off, deductions orcounterclaim and shall be made prior to 12:00 (noon), Local Time, on the duedate thereof to the applicable Administrative Agent, for the account of theapplicable Lenders, at such Administrative Agent’s office specified in subsection14.2, in immediately available funds. The applicable Administrative Agent shall distribute such payments to

 

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## the Lenders holding obligations on account ofwhich such amounts were paid promptly upon receipt in like funds asreceived.  If any payment hereunderbecomes due and payable on a day other than a Business Day, such payment shallbe extended to the next succeeding Business Day, and, with respect to paymentsof principal, interest thereon shall be payable at the then applicable rateduring such extension.

##  

### (b)  Unless the applicable Administrative Agent shall have been notified in writingby any Lender prior to a Borrowing under a certain Class of Commitments thatsuch Lender will not make the amount that would constitute its applicable ProRata Percentage of such Borrowing available to such Administrative Agent, such AdministrativeAgent may assume that such Lender is making such amount available to such AdministrativeAgent, 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 AdministrativeAgent by the required time on the borrowing date therefor, such Lender shallpay 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 suchBorrower 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 Agentto be the cost to it of funding such amount (in the case of a Borrowing in anAlternative Currency).   A certificate ofthe applicable Administrative Agent submitted to any Lender with respect to anyamounts owing under this subsection 6.10 shall be conclusive in theabsence of manifest error.  If suchLender’s applicable Pro Rata Percentage of such Borrowing is not made availableto the applicable Administrative Agent by such Lender within three BusinessDays of such borrowing date, such Administrative Agent shall also be entitledto recover such amount with interest thereon at the rate *per annum* applicable to ABR Loanshereunder, on demand, from the applicable Borrower.  If such Lender pays such amount to such AdministrativeAgent, then such amount shall constitute such Lender’s Loan included in suchBorrowing.

###  

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

 

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## 6.12.  Requirementsof Law.  (a)  If theadoption of or any change in any Requirement of Law or in the interpretation orapplication 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 GovernmentalAuthority made subsequent to the date hereof:

##  

#### (i)                     shallsubject any Lender to any tax of any kind whatsoever with respect to thisAgreement, any Letter of Credit, any Note, any Eurocurrency Loan, any BA Loan orany TIIE Rate Loan made by it, or change the basis of taxation of payments tosuch Lender in respect thereof (except for Non-Excluded Taxes covered by subsection6.13 and changes in the rate of net income taxes or franchise taxes (imposed inlieu of net income taxes) of such Lender);

####  

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

####  

#### (iii)               shallimpose on such Lender any other condition;

####  

and the resultof any of the foregoing is to increase the cost to such Lender, by an amountwhich such Lender deems to be material, of making, converting into, continuingor maintaining Eurocurrency Loans, BA Loans or TIIE Rate Loans, as applicable, orissuing or participating in Letters of Credit, or to reduce any amountreceivable hereunder in respect thereof, then, in any such case, the applicableBorrower 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 Lenderfor such increased cost or reduced amount receivable.

 

### (b)  If any Lender shall have determined that the adoption of or any change in anyRequirement of Law regarding capital adequacy or in the interpretation orapplication thereof or compliance by such Lender or any corporation controllingsuch Lender with any request or directive regarding capital adequacy (whetheror not having the force of law, if compliance therewith is a customary bankingpractice) from any Governmental Authority made subsequent to the date hereofshall have the effect of reducing the rate of return on such Lender’s or suchcorporation’s capital as a consequence of its obligations hereunder or under orin respect of any Letter of Credit to a level below that which such Lender orsuch corporation could have achieved but for such adoption, change orcompliance (taking into consideration such Lender’s or such corporation’spolicies with respect to capital adequacy) by an amount deemed by such Lenderto be material, then from time to time, the Company (on its own behalf or onbehalf of the other Borrowers) shall promptly pay (or cause to be paid) to suchLender such additional amount or amounts as will compensate such Lender forsuch reduction.

 

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### (c)  If any Lender becomes entitled to claim any additional amounts pursuant to thissubsection 6.12, it shall promptly notify the Company, the General AdministrativeAgent and (in the case of a claim under this subsection 6.12 only withrespect to Loans owing by or Letters of Credit issued for the account of anyother Borrower) such other Borrower of the event by reason of which it has becomeso entitled.  A certificate as to anyadditional amounts payable pursuant to this subsection 6.12 submitted by suchLender to the Borrower owing such amounts (with a copy to the General AdministrativeAgent) shall be conclusive in the absence of manifest error.  The agreements in this subsection 6.12 shallsurvive the termination of this Agreement and the payment of the Loans and allother amounts payable hereunder.

###  

## 6.13.  Taxes.  (a)  Allpayments made by the Borrowers under this Agreement and any Notes shall be madefree 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 netincome taxes and franchise taxes (imposed in lieu of net income taxes) imposedon any Administrative Agent or any Lender as a result of a present or formerconnection between any Administrative Agent or such Lender and the jurisdictionof the Governmental Authority imposing such tax or any political subdivision ortaxing authority thereof or therein (other than any such connection arisingsolely from such Administrative Agent or such Lender having executed, deliveredor performed its obligations or received a payment under, or enforced, thisAgreement or any Note).  If any suchnon-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings(“Non-Excluded Taxes”) are required to be withheld from any amountspayable to any Administrative Agent or any Lender hereunder or under any Note,the amounts so payable to such Administrative Agent or such Lender shall beincreased to the extent necessary to yield to such Administrative Agent or suchLender (after payment of all Non-Excluded Taxes) interest or any such otheramounts payable hereunder at the rates or in the amounts specified in thisAgreement, provided, however, that, except as contemplated by subsection 14.17,no Borrower shall be required to increase any such amounts payable to any AdministrativeAgent or any Lender with respect to (i) any withholding tax imposed by thejurisdiction of such Borrower that is in effect and would apply to amountspayable by such Borrower from an office within such jurisdiction to such AdministrativeAgent 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 orany Lender’s failure to comply with subsection 6.13(b), in the case of paymentsby the Company, or subsection 6.13(c), in the case of payments by any otherBorrower.  Whenever any Non-ExcludedTaxes are payable by a Borrower, as promptly as possible thereafter suchBorrower shall send to the applicable Administrative Agent for its own accountor for the account of such Lender, as the case may be, a certified copy of anoriginal official receipt received by such Borrower showing paymentthereof.  If a Borrower fails to pay anyNon-Excluded Taxes when due to the appropriate taxing authority or fails toremit to the applicable Administrative Agent the required receipts or otherrequired documentary evidence, such Borrower shall indemnify the AdministrativeAgents and the Lenders for any incremental taxes, interest or penalties thatmay become 

 

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

##  

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

###  

#### (i)                     deliverto the Company and the General Administrative Agent two duly completed copiesof United States Internal Revenue Service Form W-8BEN or W-8ECI, orsuccessor applicable form, as the case may be;

####  

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

####  

#### (iii)               obtainsuch extensions of time for filing and complete such forms or certifications asmay reasonably be requested by the Company or the Administrative Agents;

####  

unless in anysuch case an event (including, without limitation, any change in treaty, law orregulation) has occurred prior to the date on which any such delivery wouldotherwise be required which renders all such forms inapplicable or which wouldprevent such Lender from duly completing and delivering any such form withrespect to it and such Lender so advises the Company and the General AdministrativeAgent.  Such Lender shall certify(i) that it is entitled to receive payments under this Agreement withoutdeduction or withholding of any United States federal income taxes and(ii) that it is entitled to an exemption from United States backupwithholding tax.  Each Person that is nota United States person (as defined in the Code) that shall become a Lender or aParticipant pursuant to subsection 14.6 shall, upon the effectiveness of therelated transfer and if otherwise required, provide all of the forms andstatements required pursuant to this subsection 6.13, provided thatin the case of a Participant, such Participant shall furnish all such requiredforms and statements to the Lender from which the related participation shallhave been purchased.

 

### (c)  Each Lender that is entitled to an exemption from or reduction of Non-ExcludedTaxes 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 aPeso Commitment) shall deliver to the Company and the General AdministrativeAgent at the time or times prescribed by applicable English, Canadian orMexican law, as the case may be, such properly completed and executeddocumentation prescribed by applicable English, Canadian or Mexican law, as thecase may be, or reasonably requested by the Company as will permit payments madeby a Borrower under this Agreement and any Note to be made without withholdingor at a reduced rate, provided that such Lender has received written noticefrom the Company advising it of the availability of such exemption orreduction.

 

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### (d)  If any Lender or any Administrative Agent shall receive a credit or refund froma taxing authority with respect to, and actually resulting from, an amount ofNon-Excluded Taxes actually paid to or on behalf of such Lender or suchAdministrative Agent by a Borrower (a “Tax Credit”), such Lender orAdministrative Agent shall promptly notify such Borrower of such TaxCredit.  If such Tax Credit is receivedby such Lender or Administrative Agent in the form of cash, such Lender shallpromptly pay to such Borrower the amount so received with respect to the TaxCredit.  If such Tax Credit is notreceived by such Lender or Administrative Agent in the form of cash, suchLender or Administrative Agent shall pay the amount of such Tax Credit notlater than the time prescribed by applicable law for filing the return(including extensions of time) for such Lender’s or Administrative Agent’s taxableperiod which includes the period in which such Lender or Administrative Agent receivesthe economic benefit of such Tax Credit. In any event, the amount of any Tax Credit payable by a Lender orAdministrative Agent to a Borrower pursuant to this clause (d) shall not exceedthe actual amount of cash refunded to, or credits received and usable (inaccordance with the actual practices then in use by such Lender orAdministrative Agent) by, such Lender or Administrative Agent from a taxingauthority.  In determining the amount ofany Tax Credit, a Lender or Administrative Agent may use such apportionment andattribution rules as such Lender or Administrative Agent customarily employs inallocating taxes among its various operations and income sources and suchdetermination shall be conclusive absent manifest error.  Each Borrower further agrees promptly toreturn to a Lender or Administrative Agent the amount paid to such Borrowerwith respect to a Tax Credit by such Lender or Administrative Agent if suchLender or Administrative Agent is required to repay, or is determined to beineligible for, a Tax Credit for such amount. Notwithstanding anything to the contrary contained herein, each Borrowerhereby acknowledges and agrees that (i) neither any Administrative Agent norany Lender shall be obligated to provide such Borrower with details of the taxposition 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 taxreturns) of such Administrative Agent or such Lender (as the case may be).

###  

### (e)  Each Canadian Lender and the Canadian Administrative Agent represents andwarrants to the Canadian Borrowers that as of the date hereof through theearlier of (i) the Termination Date and (ii) the CAM Exchange Date,it is a Canadian Resident (as defined in subparagraph (a) of the definition ofCanadian Resident).  Each Canadian Lenderand the Canadian Administrative Agent that is an authorized foreign bank agreesthat any interest or fees to be paid to such Canadian Lender and the CanadianAdministrative Agent by the Canadian Borrowers hereunder will be paid inrespect of such Canadian Lender and the Canadian Administrative Agent’sCanadian banking business.

###  

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

 

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## with the provisions of this Agreement, (b)default by such Borrower in making any prepayment after such Borrower has givena notice thereof in accordance with the provisions of this Agreement, (c) themaking by such Borrower of a prepayment of Eurocurrency Loans, BA Loans, TIIERate Loans or Fixed Rate Loans on a day which is not the last day of anInterest Period or Contract Period, as the case may be, with respect thereto or(d) the failure to borrow any Competitive Loan after accepting theCompetitive Bid to make such Loan.  Suchindemnification may include an amount equal to the excess, if any, of (i) theamount of interest or Acceptance Fees which would have accrued on the amount soprepaid, or not so borrowed, converted or continued, for the period from thedate of such prepayment or of such failure to borrow, convert or continue tothe 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 InterestPeriod or Contract Period, as the case may be, that would have commenced on thedate of such failure) in each case at the applicable rate of interest for suchLoans provided for herein (excluding, however, the Applicable Margin includedtherein, if any) over (ii) the amount of interest (as reasonably determined bysuch Lender) which would have accrued to such Lender on such amount by placingsuch amount on deposit for a comparable period with leading banks in theinterbank eurodollar market.  Thiscovenant shall survive the termination of this Agreement and the payment of theLoans and all other amounts payable hereunder.

##  

## 6.15.  Change of LendingOffice.  Each Lender andAdministrative Agent agrees that if it makes any demand for payment under subsection6.12 or any Borrower is required to pay Non-Excluded Taxes undersubsection 6.13(a), or if any adoption or change of the type described in subsection6.11 shall occur with respect to it, it will use reasonable efforts (consistentwith its internal policy and legal and regulatory restrictions and so long assuch efforts would not be disadvantageous to it, as determined in its goodfaith discretion) to designate a different lending office if the making of sucha designation would reduce or obviate the need for a Borrower to make payments orpay Non-Excluded Taxes under subsection 6.12 or 6.13(a), or wouldeliminate or reduce the effect of any adoption or change described in subsection6.11.

##  

## 6.16.  AdditionalAction in Certain Events.  (a)  Inthe 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 theLoans by any Lender, the Company may (after paying, or causing the applicableBorrower to pay, any accrued amounts required to be paid pursuant to subsection6.11, 6.12 or 6.13(a) hereof, as the case may be, for the period prior to thetaking of such action) require any Lender so affected by such event orcondition 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 rightsand interests related thereto) to one or more Assignees (which need not beexisting Lenders hereunder, but which may not request payment from suchBorrower of any such amounts on account of the same event or condition whichaffects 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 inaccordance with the provisions of subsection 14.6(c) (other than anyoutstanding Competitive Loans held by it and any and all rights and interestsrelated thereto)****to one or moreAssignees (which need not be existing Lenders hereunder, but which must bewilling 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 Lendershall be required to assign all or any portion of its Commitments and Loanspursuant to this subsection 6.16 unless and until such Lender shall havereceived from such Assignees one or more payments which, in an aggregate, areat least equal to the aggregate outstanding principal amount of the Loans owingto such Lender (other than Competitive Loans****thatare not assigned)****and all accruedinterest, fees and other amounts owing on account of such Loans and Commitments.  Any assignment made pursuant to this subsection6.16 shall constitute a prepayment for purposes of, and shall be subject to theprovisions of, subsection 6.14.

###  

## 6.17.  Extensionof Commitments.  (a)  Uponprior written notice (an “Extension Notice”) to the General AdministrativeAgent delivered not less than 60 days nor more than 90 days prior to the firstanniversary of the Closing Date, the Company may request that the Lenders agreeto extend the Termination Date to a date no later than 12 months after theInitial Termination Date, as specified in such Extension Notice (the “ExtensionPeriod”), provided, that (i) no Default or Event of Defaultshall have occurred and be continuing on the date of the Extension Notice orthe Initial Termination Date and (ii) the representations and warrantiesset forth in Section 7 shall be true and correct in all material respects as ifmade 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 eachBorrower, confirming compliance with the conditions precedent set forth inclauses (i) and (ii) of this paragraph (a).

##  

### (b)  The effectiveness of any Extension Period shall require the prior writtenconsent of each Lender and each Administrative Agent.  The General Administrative Agent shallpromptly furnish a copy of the Extension Notice to each Lender, and shallrequest that each Lender either agree to such extension or not agree thereto(solely within the discretion of such Lender) within 30 days of delivery tosuch Lender of the Extension Notice.  AnyLender that shall not have agreed to such extension request within such timeperiod shall be deemed to have rejected such request.  Any Lender that shall have rejected suchrequest (or that shall be deemed to have rejected such request) shall besubject to the mandatory assignment provisions of subsection 6.16(b).

 

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## 6.18.  IncrementalCommitments.  (a)  The Company may, by written noticeto the General Administrative Agent from time to time, request that the total US/UKCommitments be increased; provided that the aggregate amount of such increaseshall not exceed $150,000,000.  Suchnotice shall set forth the amount of the requested increase in the US/UKCommitments (which shall be in minimum increments of $10,000,000) and the dateon which such increase is requested to become effective (which shall be notless than 10 Business Days nor more than 60 days after the date of such noticeand which, in any event, must be on or prior to the Termination Date), andshall offer each US/UK Lender the opportunity to increase its US/UK Commitmentby its Pro Rata Percentage of the proposed increased amount.  The General Administrative Agent shallpromptly deliver notice of the Company’s requested increase in the US/UKCommitments to each US/UK Lender.  Each US/UKLender shall, by notice to the General Administrative Agent given not more than10 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 theoffered amount (each Lender so agreeing being an “Increasing Lender”) ordecline to increase its US/UK Commitment (and any Lender that does notdeliver such a notice within such period of 10 days shall be deemed to havedeclined to increase its US/UK Commitment) (each Lender so declining orbeing deemed to have declined being a “Non-Increasing Lender”).  In the event that, on the 10th day after theGeneral Administrative Agent shall have delivered such notice, the US/UK Lendersshall have agreed pursuant to the preceding sentence to increase their US/UK Commitmentsby an aggregate amount less than the increase in the US/UK Commitmentsrequested by the Company, the Company may arrange for one or more banks orother entities (any such bank or other entity being called an “AugmentingLender”), which may include any Lender, to extend US/UK Commitments orincrease their existing US/UK Commitments in an aggregate amount equal to theunsubscribed amount; provided that, notwithstanding the foregoing, no Personshall become a Lender and no Lender’s US/UK Commitment shall increase pursuantto this subsection 6.18 without the prior written consent of the GeneralAdministrative Agent (which shall not be unreasonably withheld).  The US/UK Borrowers and each AugmentingLender shall execute all such documentation as the General Administrative Agentshall reasonably specify to evidence its US/UK Commitment and/or its status asa Lender hereunder.  Any increase in theUS/UK Commitments may be made in an amount which is less than the increaserequested by the Company if the Company is unable to arrange for, or choosesnot to arrange for, Augmenting Lenders.

##  

### (b)  Each of the parties hereto hereby agrees that the General Administrative Agentmay 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 tothis subsection 6.18, the outstanding US/UK Loans (if any) are heldby the US/UK Lenders in accordance with their new Pro Rata Percentages.  This may be accomplished at the discretion ofthe General Administrative Agent (i) by requiring the outstanding US/UKLoans to be prepaid with the proceeds of new US/UK Loans, (ii) by causingNon-Increasing Lenders to assign portions of their outstanding US/UK Loans toIncreasing Lenders and Augmenting Lenders or (iii) by any combination ofthe foregoing.  Any 

 

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### prepayment or assignment described in thisparagraph (b) shall be subject to subsection 6.14, but otherwise withoutpremium or penalty.

###  

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

###  

## 6.19.  Bankers’Acceptances.  (a)  TheCanadian Administrative Agent, promptly following receipt of a Notice ofBorrowing requesting BA Loans, shall advise each applicable Canadian Lender ofthe face or principal amount and term of each BA Loan to be accepted (andpurchased) or advanced by it.  Theaggregate face or principal amount of BA Loans to be accepted or advanced by aCanadian Lender shall be determined by the Canadian Administrative Agent byreference to that Canadian Lender’s applicable Pro Rata Percentage of the issueor advance of BA Loans, except that the aggregate face amount of Bankers’Acceptances to be accepted by the applicable Canadian Lenders shall beincreased or reduced by the Canadian Administrative Agent in its solediscretion 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$100,000or a whole multiple thereof.  For greatercertainty, the foregoing requirement for a minimum face amount and a wholemultiple 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 bemade, the Canadian Administrative Agent shall advise the requesting CanadianBorrower as to the Canadian Administrative Agent’s determination of the BADiscount 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 shallaccept and subsequently purchase the Bankers’ Acceptance accepted by it at theapplicable BA Discount Rate.  Subject toclause (d) below, each Canadian Lender shall provide the CanadianAdministrative Agent, for the account of the requesting Canadian Borrower, theBA Discount Proceeds less the Acceptance Fee payable by such Canadian Borrowerwith respect to the Bankers’ Acceptance.

###  

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

 

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### Canadian Administrative Agent any positivedifference between the Maturing Amount and such BA Discount Proceeds.

###  

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

###  

### (f)  In order to facilitate the issuance of Bankers’ Acceptances pursuant to thisAgreement, each Canadian Borrower hereby authorizes each of the CanadianLenders, and appoints each of the Canadian Lenders as such Canadian Borrower’sattorney, to complete, sign and endorse drafts or depository bills (as definedin 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 orotherwise in accordance with the applicable Notice of Borrowing and, once socompleted, signed and endorsed to accept them as Bankers’ Acceptances underthis Agreement and then if applicable, purchase, discount or negotiate suchBankers’ Acceptances in accordance with the provisions of this Agreement.  Drafts so completed, signed, endorsed andnegotiated on behalf of the Canadian Borrowers by a Canadian Lender shall bindthe Canadian Borrowers as fully and effectively as if so performed by aResponsible Officer of the Canadian Borrowers. Each draft of a Bankers’ Acceptance completed, signed or endorsed by aCanadian Lender shall mature on the last day of the term thereof.  All Bankers’ Acceptances to be accepted by aparticular Canadian Lender shall, at the option of such Canadian Lender, beissued in the form of depository bills made payable originally to and depositedwith The Depository for Securities Limited pursuant to the *DepositoryBills and Notes Act* (Canada).

###  

### (g)  Any Drafts to be used for Bankers’ Acceptances which are held by a CanadianLender shall be held in safekeeping with the same degree of care as if theywere such Canadian Lender’s own property being kept at the place at which theyare to be held.  Each Canadian Borrowermay, by written notice to the Canadian Administrative Agent, designate personsother than Responsible Officers authorized to give the Canadian AdministrativeAgent instructions regarding the manner in which Drafts are to be completed andthe times at which they are to be issued; provided, however, thatreceipt by the Canadian Administrative Agent of a Notice of Borrowingrequesting an advance or continuation into Bankers’ Acceptances shall be deemedto be sufficient authority from Responsible Officers or such designated personsfor each of the Canadian Lenders to complete, and issue drafts in accordancewith such notice.  None of the CanadianAdministrative Agent or the Canadian Lenders nor any of their respective directors,officers, employees or representatives shall be liable for any action taken oromitted to be taken by any of them under this subsection 6.19(g) exceptfor their own respective gross negligence or willful misconduct as determinedby a final judgment of a court of competent jurisdiction.

###  

### (h)  The Canadian Borrowers waive presentment for payment and any other defense tothe 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 mightexist solely by reason of the Bankers’ Acceptance being held, at the maturity 

 

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### thereof, by such Canadian Lender in its ownright and the Canadian Borrowers agree not to claim any days of grace if such CanadianLender as holder sues a Canadian Borrower on the Bankers’ Acceptance forpayment of the amount payable by such Canadian Borrower thereunder.  Each Bankers’ Acceptance shall mature and theface amount thereof shall be due and payable on the last day of the Contract Periodapplicable thereto.

###  

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

###  

#### (i)                     theterm 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 sameBA Loan;

####  

#### (ii)                  anacceptance fee will be payable in respect of a Discount Note and shall becalculated at the same rate and in the same manner as the Acceptance Fee inrespect of a Bankers’ Acceptance; and

####  

#### (iii)               theproceeds from a BA Equivalent Loan shall be equal to the BA Discount Proceedsof the Discount Note.

####  

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

###  

## 6.20.  PesoCommitments.  (a)  Following (i) the accession tothis Agreement by the Mexican Borrower and (ii) the appointment by theCompany of a Mexican Administrative Agent who agrees to act as such and tobecome a party to this Agreement as such, the Company may, by written notice tothe General Administrative Agent and the Mexican Administrative Agent, requestthat the Peso Commitment be increased and the US/UK Commitments be decreased ina corresponding amount; 

 

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## provided that thataggregate amount of such increase (and corresponding decrease) shall not exceed$25,000,000.  Such notice shall set forththe amount of the requested increase in the Peso Commitments (which shall be inminimum increments of $1,000,000) and the date on which such increase isrequested to become effective (which shall be not less than 10 Business Daysnor 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 Lenderthat is (or that has an affiliate that is) a Mexican Resident (each, an “EligibleUS/UK Lender”) the opportunity to assume a Peso Commitment and decrease itsUS/UK Commitment by up to the proposed increased amount.  The General Administrative Agent shallpromptly deliver notice of the Company’s request to each Eligible US/UKLender.  Each Eligible US/UK Lendershall, by notice to the Company and the General Administrative Agent given notmore 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 byall or a portion of the offered amount (each Lender so agreeing being a “NewPeso Lender”) or decline to make a Peso Commitment (and any Lender thatdoes not deliver such a notice within such period of 10 days shall be deemed tohave declined to make a Peso Commitment) (each Lender so declining or beingdeemed to have declined being a “Declining Lender”).  In the event that, on the 10th day after theGeneral Administrative Agent shall have delivered such notice, the EligibleUS/UK Lenders shall have agreed pursuant to the preceding sentence to assumePeso Commitments in an aggregate amount greater than the total Peso Commitmentrequested by the Company, the Peso Commitment of each New Peso Lendershall be allocated ratably to the New Peso Lenders in accordance with the PesoCommitments accepted by them.  Anyincrease in the Peso Commitment may be made in an amount which is less than theincrease requested by the Company if the Eligible US/UK Lenders do not agree toassume Peso Commitments in the entire requested amount.  For all purposes under this Agreement, a NewPeso 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 Agentmay 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 PesoLenders pursuant to this subsection 6.20, the outstanding US/UK Loans (ifany) are held by the US/UK Lenders in accordance with their new Pro RataPercentages.  This may be accomplished atthe discretion of the General Administrative Agent (i) by requiring the outstandingUS/UK Loans to be prepaid with the proceeds of new US/UK Loans, (ii) by deemingall or a portion of the outstanding US/UK Loans of the New Peso Lenders (ifdenominated in Dollars) to be Peso Loans for the duration of their respectiveInterest 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 orpenalty.

###  

### (c)  Notwithstanding the foregoing, no increase in the total Peso Commitments shallbecome effective under this subsection 6.20 unless, (i) on the date ofsuch increase, the conditions set forth in subsection 8.2 shall be satisfiedand the General Administrative Agent and the Mexican Administrative Agent shallhave received a 

 

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

###  

SECTION 7.                                REPRESENTATIONSAND WARRANTIES

 

To induce theLenders to enter into this Agreement and to make the Loans, each of the Companyand (to the extent that such representation and warranty pertains to mattersapplicable to another Borrower or any of its Subsidiaries) each such otherBorrower hereby represents and warrants to the Agents and each Lender that:

 

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

##  

### (b)  All such financial statements, including the related schedules and notes thereto,have been prepared in accordance with GAAP applied consistently throughout theperiods involved (except as approved by such accountants or ResponsibleOfficer, as the case may be, and as disclosed therein).  Neither any Borrower nor any of their consolidatedSubsidiaries had, at the date of the most recent balance sheet referred toabove, any material Guarantee Obligation, contingent liability or liability fortaxes, or any long-term lease or unusual forward or long-term commitment,including, without limitation, any interest rate or foreign currency swap orexchange transaction, which is not reflected in the foregoing statements or inthe notes thereto.  Except to the extentpermitted under this Agreement or separately disclosed to the Lenders in writingprior to the date hereof, there has been no sale, transfer or other dispositionby any Borrower or any of their consolidated Subsidiaries of any material partof its business or property and no purchase or other acquisition of anybusiness or property (including any Capital Stock of any other Person) materialin relation to the consolidated financial condition of such 

 

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### Borrower and its consolidated Subsidiaries atDecember 31, 2004 during the period from December 31, 2004 to and including thedate hereof.

###  

## 7.2.  No Change.  Since December 31, 2004, there has been nodevelopment or event which has had or could reasonably be expected to have aMaterial Adverse Effect.

##  

## 7.3.  Disclosure.  No information, schedule, exhibit or reportor other document furnished by any Borrower or any of their respectiveSubsidiaries to the Agents or any Lender in connection with the negotiation ofthis Agreement or any other Loan Document (or pursuant to the terms hereof orthereof), as such information, schedule, exhibit or report or other documenthas been amended, supplemented or superseded by any other information,schedule, exhibit or report or other document later delivered to the sameparties receiving such information, schedule, exhibit or report or otherdocument, contained any material misstatement of fact or omitted to state amaterial 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 theBorrowers and their respective Subsidiaries (a) is duly organized, validlyexisting and (in the case of the Company and its Material Subsidiaries) in goodstanding under the laws of the jurisdiction of its organization, (b) has thecorporate power and authority, and the legal right, to own and operate itsproperty, to lease the property it operates as lessee and to conduct thebusiness in which it is currently engaged, (c) in the case of the Company andits Material Subsidiaries, is duly qualified as a foreign corporation and ingood standing under the laws of each jurisdiction where its ownership, lease oroperation of property or the conduct of its business requires suchqualification, except to the extent that all failures to be so qualified couldnot, in the aggregate, reasonably be expected to have a Material Adverse Effectand (d) is in compliance with all Requirements of Law except to the extent thatall failures to comply therewith could not, in the aggregate, reasonably beexpected to have a Material Adverse Effect.

##  

## 7.5.  CorporatePower; Authorization; Enforceable Obligations.  Each Borrower has the corporate power andauthority, and the legal right, to make, deliver and perform the Loan Documentsto which it is a party and to borrow hereunder and, in the case of the AccountParties, to request the issuance of Letters of Credit hereunder, and has takenall necessary corporate action to authorize the Borrowings on the terms and conditionsof this Agreement and any Notes and to authorize the execution, delivery andperformance of the Loan Documents to which it is a party and with respect tothe Letters of Credit issued for its account. No consent or authorization of, filing with, notice to or other act byor in respect of, any Governmental Authority or any other Person is required inconnection with the Borrowings hereunder or with the execution, delivery,performance, validity or enforceability of the Loan Documents to which such Borroweris a party and with respect to the Letters of Credit issued for itsaccount.  This Agreement has been, andeach other Loan Document to which it is a party will be, duly executed anddelivered on behalf of such Borrower. This Agreement constitutes, and each other Loan

 

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## Document to which it is a party when executedand delivered will constitute, a legal, valid and binding obligation of suchBorrower 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 affectingcreditors’ rights generally, general equitable principles (whether consideredin a proceeding in equity or at law) and an implied covenant of good faith andfair dealing.

##  

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

##  

## 7.7.  NoMaterial Litigation.  No litigation,investigation or proceeding of or before any arbitrator or GovernmentalAuthority is pending or, to the knowledge of any Borrower, threatened by oragainst such Borrower or any of its Subsidiaries or against any of its or theirrespective properties or revenues (a) with respect to any of the Loan Documentsor any of the transactions contemplated hereby or thereby, or (b) which couldreasonably be expected to have a Material Adverse Effect.

##  

## 7.8.  No Default.  None of the Borrowers or any of itsrespective Subsidiaries is in default under or with respect to any of itsContractual Obligations in any respect which could reasonably be expected tohave a Material Adverse Effect.  NoDefault or Event of Default has occurred and is continuing.

##  

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

##  

## 7.10.  IntellectualProperty.  Each Borrower and itsSubsidiaries owns, or is licensed to use, all trademarks, tradenames,copyrights, technology, know-how and processes necessary for the conduct of itsbusiness as currently conducted, except for those the failure to own or licensewhich could not reasonably be expected to have a Material Adverse Effect (the “IntellectualProperty”).  No claim has beenasserted and is pending by any Person challenging or questioning the use of anysuch Intellectual Property or the validity or effectiveness of any suchIntellectual Property which, if accurate, could reasonably be expected to havea Material Adverse Effect, nor does any Borrower know of any valid basis forany such claim.  To the best knowledge ofeach Borrower, the use of such Intellectual Property by such Borrower and itsSubsidiaries does not infringe on the rights of any Person, except for suchclaims and infringements that, in the aggregate, could not reasonably beexpected to have a Material Adverse Effect.

 

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## 7.11.  Taxes.  Each of the Company, each of its MaterialSubsidiaries and each other Borrower has filed or caused to be filed all taxreturns which, to the knowledge of each Borrower are required to be filed andhas paid all taxes shown to be due and payable on said returns or on anyassessments made against it or any of its property and all other taxes, fees orother charges imposed on it or any of its property by any GovernmentalAuthority (other than any the amount or validity of which are currently beingcontested in good faith by appropriate proceedings and with respect to whichreserves in conformity with GAAP have been provided on the books of the Companyor its Subsidiaries, as the case may be); no tax Lien has been filed, and, tothe knowledge of each Borrower, no claim is being asserted, with respect to anysuch tax, fee or other charge.

##  

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

##  

## 7.13.  ERISA.  Neither a Reportable Event nor an “accumulatedfunding deficiency” (within the meaning of Section 412 of the Code orSection 302 of ERISA) has occurred during the five-year period prior to thedate on which this representation is made or deemed made with respect to anyPlan, and each Plan has complied in all material respects with the applicableprovisions of ERISA and the Code.  Notermination of a Single Employer Plan has occurred that resulted, or couldreasonably be expected to result, in a material liability to the Company or anyMaterial Subsidiary, and no Lien in favor of the PBGC or a Plan has arisen,during such five-year period.  Thepresent value of all accrued benefits under each Single Employer Plan (based onthose assumptions used to fund such Plans) did not, as of the last annual valuationdate 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 accruedbenefits.  Neither the Company nor anyCommonly Controlled Entity has had a complete or partial withdrawal from anyMultiemployer Plan that resulted, or could reasonably be expected to result, ina material liability to the Company or any Material Subsidiary, and neither theCompany nor any Commonly Controlled Entity would become subject to any materialliability under ERISA if the Company or any such Commonly Controlled Entitywere to withdraw completely from all Multiemployer Plans as of the valuationdate most closely preceding the date on which this representation is made ordeemed made.  No such Multiemployer Planis in Reorganization or Insolvent.  Thepresent value (determined using actuarial and other assumptions which arereasonable in respect of the benefits provided and the employees participating)of the liability of the Company and each Commonly Controlled Entity for postretirement benefits to be provided to their current and former employees underPlans 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 tosuch benefits by an amount in excess of $30,000,000.

 

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## 7.14.  InvestmentCompany Act; Other Regulations.  Noneof the Borrowers is an “investment company”, or a company “controlled” by an “investmentcompany”, within the meaning of the Investment Company Act of 1940, asamended.  None of the Borrowers issubject to regulation under any Federal or State statute or regulation (otherthan 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 theSubsidiaries of the Company at the date hereof.

##  

## 7.16.  EnvironmentalMatters.  (a)  Thefacilities and properties owned, leased or operated by the Company or any ofits Material Subsidiaries or any of its first-tier Foreign Subsidiaries (the “Properties”)do not contain, and have not previously contained, any Materials ofEnvironmental Concern in amounts or concentrations which (i) constitute orconstituted a violation of, or (ii) could reasonably be expected to give riseto liability under, any Environmental Law, except in either case insofar assuch violation or liability, or any aggregation thereof, is not reasonablylikely to result in the payment of a Material Environmental Amount.

##  

### (b)  The Properties and all operations at the Properties are in compliance, and havein the last three years been in compliance, in all material respects with allapplicable Environmental Laws, and there is no contamination at or under (or,to the knowledge of any Borrower, about) the Properties or violation of anyEnvironmental Law with respect to the Properties or the business operated bythe Company or any of its Material Subsidiaries or any of its first-tierForeign Subsidiaries (the “Business”), except insofar as such violationor failure to be in compliance or contamination, or any aggregation thereof, isnot reasonably likely to result in the payment of a Material EnvironmentalAmount.

###  

### (c)  None of the Borrowers nor any of their respective Subsidiaries has received anynotice of violation, alleged violation, non-compliance, liability or potentialliability regarding environmental matters or compliance with Environmental Lawswith regard to any of the Properties or the Business, nor does any Borrowerhave knowledge or reason to believe that any such notice will be received or isbeing threatened, except insofar as such notice or threatened notice, or anyaggregation thereof, does not involve a matter or matters that is or arereasonably likely to result in the payment of a Material Environmental Amount.

###  

### (d)  Materials of Environmental Concern have not been transported or disposed offrom the Properties in violation of, or in a manner or to a location whichcould reasonably be expected to give rise to liability under, any EnvironmentalLaw, 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, orin a manner that could reasonably be expected to give rise to liability under,any applicable Environmental Law, except insofar as any such violation orliability referred to in this paragraph, or any

 

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### aggregation thereof, is not reasonably likelyto 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 whichthe Company or any of its Material Subsidiaries or any of its first-tierForeign Subsidiaries is or will be named as a party with respect to theProperties or the Business, nor are there any consent decrees or other decrees,consent orders, administrative orders or other orders, or other administrativeor judicial requirements outstanding under any Environmental Law with respectto the Properties or the Business, except insofar as such proceeding, action,decree, order or other requirement, or any aggregation thereof, is notreasonably likely to result in the payment of a Material Environmental Amount.

###  

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

###  

## 7.17.  OFAC.  None of the Company, any Subsidiary of theCompany or any Affiliate of the Company is, to the knowledge of the Borrowers,(i) named on the list of Specially Designated Nationals or Blocked Personsmaintained by the U.S. Department of the Treasury’s Office of Foreign AssetsControl 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 organizationcontrolled by a country, or (C) a Person resident in a country that is subjectto a sanctions program identified on the list maintained by the U.S. Departmentof 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 applicableto such agency, organization or Person, and the proceeds from the Extensions ofCredit made pursuant to this Agreement will not be used to fund any operationsin, finance any investments or activities in, or make any payments to, any suchcountry or Person.

##  

SECTION 8.                                CONDITIONSPRECEDENT

 

## 8.1.  Conditionsto Initial Extension of Credit.  Theagreement of each Lender to make the initial Extension of Credit requested tobe made by it is subject to the satisfaction, immediately prior to orconcurrently with the making of such extension of credit on the Closing Date,of the following conditions precedent:

##  

### (a)  Credit Agreement.  The General AdministrativeAgent (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 suchparty has signed a counterpart of this Agreement.

###  

### (b)  Legal Opinions.  The General AdministrativeAgent shall have received, on behalf of itself, the other AdministrativeAgents, the Lenders and the Issuing Bank, a favorable written opinion of eachof (i) Ropes & Gray LLP, counsel of the Company, substantially to theeffect set forth in Exhibit E-1, (ii) MacFarlanes, counsel for ReebokUK, 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 inExhibit E-3, (iv) McCarthy Tétrault LLP, counsel for Reebok Canada,substantially to the effect set forth in Exhibit E-4 and (v) StewartMcKelvey Stirling Scales, counsel to Sport, substantially to the effect setforth in Exhibit E-5, in each case (A) dated the Closing Date,(B) addressed to the Issuing Bank, the Administrative Agents and theLenders, and (C) covering such other matters relating to this Agreementand the transactions contemplated hereby as the General Administrative Agentshall reasonably request, and the Borrowers hereby request such counsel todeliver such opinions.

###  

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

 

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

###  

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

###  

### (f)  Existing Credit Agreement.  Allprincipal, interest, fees and other amounts outstanding or due under theExisting Credit Agreement shall have been paid in full, the commitmentsthereunder terminated and all guarantees thereof released and discharged, andthe General Administrative Agent shall have received satisfactory evidencethereof.

###  

### (g)  USA PATRIOT Act.  The Lendersshall have received, to the extent requested, all documentation and otherinformation required by regulatory authorities under applicable “know yourcustomer” and anti-money laundering rules and regulations, including the USA PATRIOTAct.

###  

## 8.2.  Conditionsto Each Extension of Credit.  Theagreement of each Lender to make any Extension of Credit requested to be madeby 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.  Eachof the representations and warranties made by the Borrowers in or pursuant tothe Loan Documents (other than, in the case of a Borrowing the sole purpose ofwhich is to refinance maturing commercial paper (as certified by a ResponsibleOfficer of the Company at the time of the related Notice of Borrowing), therepresentations and warranties set forth in subsections 7.2 and 7.7) shallbe true and correct in all material respects on and as of such date as if madeon and as of such date.

###  

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

###  

Each Borrowingby and issuance of a Letter of Credit for the account of any Borrower hereundershall constitute a representation and warranty by the Company and such Borroweras of the date thereof that the conditions contained in this subsection 8.2 havebeen satisfied.

 

SECTION 9.                                AFFIRMATIVECOVENANTS

 

The Borrowershereby agree that, so long as any of the Commitments remain in effect, anyLetter 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, theCompany 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 AdministrativeAgents:

##  

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

###  

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

###  

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

 

## 9.2.  Certificates;Other Information.  Furnish to eachLender and the Administrative Agents:

##  

### (a)  concurrently with the delivery of the financial statements referred to in subsection9.1(a), a certificate of the independent certified public accountants reportingon such financial statements stating that in making the examination necessarytherefor no knowledge was obtained of any Default or Event of Default, exceptas specified in such certificate;

###  

### (b)  concurrently with the delivery of the financial statements referred to in subsections9.1(a) and (b), a certificate of a Responsible Officer (i) stating that, to thebest knowledge of such Responsible Officer, each Borrower has observed orperformed all of its covenants and other agreements, and satisfied everycondition, contained in this Agreement and the other Loan Documents to beobserved, performed or satisfied by it, and that such Officer has obtained noknowledge of any Default or Event of Default except as specified in suchcertificate and (ii) setting forth the computations used by the

 

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

###  

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

###  

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

###  

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

###  

## 9.3.  Payment of Obligations.  Pay, discharge or otherwise satisfy at orbefore maturity in accordance with customary terms or before they becomedelinquent, as the case may be, all of its material obligations of whatevernature, except where the amount or validity thereof is currently being contestedin good faith by appropriate proceedings and reserves in conformity with GAAPwith respect thereto have been provided on the books of the Company or itsSubsidiaries, as the case may be.

##  

## 9.4.  Conduct of Business andMaintenance of Existence.  Continue toengage in business of the same general type as now conducted by it andpreserve, renew and keep in full force and effect its corporate existence andtake all reasonable action to maintain all rights, privileges and franchisesnecessary or (in the reasonable judgment of the Company) desirable in thenormal conduct of its business except as otherwise permitted pursuant to subsection10.3; comply with all Contractual Obligations and Requirements of Law except tothe extent that failure to comply therewith could not, in the aggregate, bereasonably expected to have a Material Adverse Effect.

##  

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

##  

### (b)  Keep in full force and effect, and comply in all material respects with theterms of, a license agreement between the Company and any wholly-ownedSubsidiary of the Company or of Reebok UK which is substantially similar inform 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 ReebokUK, as the same may be 

 

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### amended, supplemented or otherwise modifiedin a manner which could not reasonably be expected to have a Material AdverseEffect.

###  

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

##  

## 9.7.  Notices.  Promptly give notice to the General AdministrativeAgent (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 theCompany or any of its Subsidiaries or (ii) litigation, investigation orproceeding which may exist at any time between the Company or any of itsSubsidiaries and any Governmental Authority, which in either case, if not curedor if adversely determined, as the case may be, could reasonably be expected tohave a Material Adverse Effect;

###  

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

###  

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

###  

### (e)  any change in the Credit Rating of the Company promptly upon the effectivenessthereof; and

###  

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

 

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### Administrative Agents or the Lendershereunder or under any of the other Loan Documents.

###  

Each noticepursuant to this subsection 9.7 shall be accompanied by a statement of aResponsible Officer setting forth details of the occurrence referred to thereinand stating what action the Company proposes to take with respect thereto.

 

## 9.8.  EnvironmentalLaws.  (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 andmaintain, and use reasonable efforts to ensure that all tenants and subtenantsobtain and comply with and maintain, any and all licenses, approvals,notifications, registrations or permits required by applicable EnvironmentalLaws, except to the extent that failure to do so could not be reasonablyexpected to have a Material Adverse Effect.

##  

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

###  

SECTION 10.                          NEGATIVECOVENANTS

 

The Borrowershereby agree that, so long as any of the Commitments remain in effect, anyLetter of Credit remains outstanding or any amount is owing to any Lender or anAgent hereunder or under any other Loan Document, the Company shall not, andshall not permit any of its Subsidiaries to, directly or indirectly:

 

## 10.1.  FinancialCondition Covenants.

##  

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

###  

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

 

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## 10.2.  Limitationon Liens.  Create, incur, assume orsuffer to exist any Lien upon any of its property, assets or revenues, whethernow owned or hereafter acquired, except for:

##  

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

###  

### (b)  carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other likeLiens arising in the ordinary course of business which are not overdue for aperiod of more than 90 days or which are being contested in good faith byappropriate proceedings;

###  

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

###  

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

###  

### (e)  easements, rights-of-way, servitudes, restrictions and other similarencumbrances incurred in the ordinary course of business which, in theaggregate, are not substantial in amount and which do not in any casematerially detract from the value of the property subject thereto or materiallyinterfere with the ordinary conduct of the business of the Company or anySubsidiary;

###  

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

###  

### (g)  Liens securing Indebtedness of the Company and its Subsidiaries incurred tofinance or refinance the acquisition of fixed or capital assets, providedthat (i) such Liens shall be created substantially simultaneously with theacquisition of such fixed or capital assets (or, in the case of anyrefinancing, secured the Indebtedness being refinanced) or within 90 daysfollowing such acquisition, (ii) such Liens do not at any time encumberany property other than the property originally financed by such Indebtednessand (iii) the amount of Indebtedness secured thereby is not increased;

###  

### (h)  Liens on assets of any Foreign Subsidiary securing Indebtedness or GuaranteeObligations of such Foreign Subsidiary;

 

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### (i)  Liens securing Indebtedness in the nature of reimbursement obligations onaccount of commercial letters of credit which encumber only the assets acquiredor shipped with the support of such commercial letter of credit;

###  

### (j)  Liens on the property or assets of a Person which becomes a Subsidiary afterthe date hereof securing Indebtedness of such Subsidiary which existed at thedate of acquisition and was not incurred in anticipation thereof and any Liensthat replace, renew or extend such Liens; provided that (i) such originalLiens existed at the time such Person became a Subsidiary and were not createdin anticipation thereof, (ii) any such Lien is not spread to cover anyadditional property or assets of such Person (or the property or assets of theCompany or any other Subsidiary) after the time such Person becomes aSubsidiary, and (iii) the amount of Indebtedness secured thereby is notincreased;

###  

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

###  

### (l)  any judgment Lien securing an amount not exceeding $30,000,000 if (i) thejudgment secured thereby is discharged, or execution thereof is stayed pendingappeal, within 60 days after the entry thereof and (ii) if stayed pendingappeal, such judgment is discharged within 60 days after the expiration of anysuch 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 anytime outstanding.

###  

## 10.3.  Limitationon Fundamental Changes.  Enter intoany merger, consolidation or amalgamation to which it is not the continuing orsurviving corporation, or liquidate, wind up or dissolve itself (or suffer anyliquidation or dissolution), except that any Subsidiary of a Borrower may bemerged, amalgamated or consolidated with or liquidated into such Borrower (providedthat (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 withor liquidation into the Company, the Company shall be the continuing orsurviving corporation) or with or into any one or more wholly ownedSubsidiaries of the Company (provided that the wholly owned Subsidiaryor Subsidiaries shall be the continuing or surviving corporation).

##  

## 10.4.  Limitationon Sale of Assets.  Convey, sell,lease, assign, transfer or otherwise dispose of all or substantially all of theproperty, business or assets (including, without limitation, receivables andleasehold interests) of the Company and its Subsidiaries taken as a whole,whether now owned or hereafter acquired, in any single transaction or any seriesof related transactions.  Notwithstandingthe foregoing provisions of this subsection 10.4, the trademark “Reebok” shallat all times be subject to

 

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

##  

## 10.5.  Limitationon 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 anyAffiliate unless such transaction is (a) otherwise permitted under thisAgreement, (b) in the ordinary course of the Company’s or such Subsidiary’sbusiness and (c) upon fair and reasonable terms no less favorable to theCompany or such Subsidiary, as the case may be, than it would obtain in acomparable arm’s-length transaction with a Person which is not an Affiliate (itbeing understood that (i) such fairness and reasonableness shall, in the caseof arrangements with joint ventures with unaffiliated third parties, bedetermined in the context of all arrangements between the Company and itsSubsidiaries, on the one hand, and such joint venture, on the other hand and(ii) this subsection 10.5 shall not prohibit the transactions with OnfieldApparel Group LLC, Smart Shine Industries Limited and New Point IndustrialLimited described on Schedule V).

##  

## 10.6.  Limitationon Changes in Fiscal Year.  Permitthe fiscal year of the Company to end on a day other than the Saturday nearestto December 31st or December 31st.

##  

## 10.7.  Limitationon Lines of Business.  Enter into, toany material extent, any business, either directly or through any Subsidiary,except for (i) the design and marketing of sports, leisure and fitness productsand services, including footwear, apparel, accessories, equipment and videos,(ii) the design and marketing of footwear, apparel and accessories fornon-athletic use, (iii) the businesses in which the Company and itsSubsidiaries are engaged on the date hereof and businesses of a similar typeand (iv) other activities reasonably related, ancillary or complementarythereto.

##  

SECTION 11.                          GUARANTEE

 

## 11.1.  Guarantee.  In order to induce the Lenders, the IssuingBank, and the Agents to execute and deliver this Agreement and to make theLoans hereunder, and in consideration thereof:

##  

### (a)  The Company hereby unconditionally and irrevocably guarantees to theAdministrative Agents, for the ratable benefit of the Lenders and the IssuingBank, the prompt and complete payment and performance when due (whether at thestated maturity, by acceleration or otherwise) of the Guaranteed Obligations.  The Company further agrees to pay any and allexpenses (including, without limitation, all reasonable fees and disbursementsof counsel) which may be paid or incurred by the Agents or by the Lenders inenforcing, or obtaining advice of counsel in respect of, any of their rightsunder this Section 11.  Without limitingthe generality of the foregoing, the Company’s liability shall extend to allamounts that constitute part of the Guaranteed Obligations and would be owed byany Non-US Borrower but for the fact that they are unenforceable or notallowable due to the existence of a bankruptcy, reorganization or similarproceeding involving such Non-US Borrower. This Guarantee shall remain in full force and effect 

 

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

###  

### (b)  The Company agrees that whenever, at any time, or from time to time, it shallmake any payment to any Administrative Agent or any Lender on account of itsliability under this Section 11, it will notify such Administrative Agent orsuch Lender in writing that such payment is made under this Section 11 for suchpurpose.  No payment or payments made by anyNon-US Borrower or any other Person or received or collected by anyAdministrative Agent or any Lender from any Non-US Borrower or any other Personby virtue of any action or proceeding or any setoff or appropriation orapplication, at any time or from time to time, in reduction of or in payment ofthe Guaranteed Obligations shall be deemed to modify, reduce, release orotherwise affect the liability of the Company hereunder which shall remainobligated hereunder, notwithstanding any such payment or payments (other thanpayments made by or received or collected from the Company in respect of the GuaranteedObligations) until the date upon which the Guaranteed Obligations have beenpaid in full and the Commitments have been terminated.

###  

## 11.2.  Right of Setoff.  Upon the occurrence and continuance of anyEvent of Default, each Administrative Agent and each Lender are herebyirrevocably authorized by the Company at any time and from time to time withoutnotice to the Company, any such notice being hereby waived by the Company, toset 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 orindirect, absolute or contingent, matured or unmatured, at any time held orowing by such Administrative Agent or such Lender to or for the credit or theaccount of the Company, or any part thereof in such amounts as such AdministrativeAgent or such Lender may elect, on account of the liabilities of the Companyhereunder and claims of every nature and description of such AdministrativeAgent or such Lender against the Company, in any currency, whether arisinghereunder or any other Loan Document or otherwise, as such Administrative Agentor such Lender may elect, whether or not such Administrative Agent or suchLender has made any demand for payment and although such liabilities and claimsmay be contingent or unmatured.  Each AdministrativeAgent and each Lender shall notify the Company promptly of any such setoff madeby it and the application made by it of the proceeds thereof; providedthat the failure to give such notice shall not affect the validity of suchsetoff and application.  The rights of eachAdministrative Agent and each Lender under this subsection are in addition toother rights and remedies (including, without limitation, other rights ofsetoff) which such Administrative Agent or such Lender may have.

##  

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

 

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## Administrative Agent or any Lender for thepayment of the Guaranteed Obligations, nor shall the Company seek or beentitled to seek any contribution or reimbursement from any Non-US Borrower inrespect of payments made by the Company hereunder, until the Guaranteed Obligationshave been paid in full.  If any amountshall be paid to the Company on account of such subrogation rights at any timewhen all of the Guaranteed Obligations shall not have been paid in full, suchamount shall be held by the Company in trust for the Administrative Agents andthe Lenders, segregated from other funds of the Company, and shall, forthwithupon receipt by the Company, be turned over to the Administrative Agents in theexact form received by the Company (duly indorsed by the Company to theAdministrative Agents, if required), to be applied against the Guaranteed Obligationswhether matured or unmatured, in such order as the Administrative Agents maydetermine.

##  

## 11.4.  Amendments, etc.  The Company shall remain obligated hereundernotwithstanding that, without any reservation of rights against the Company,and without notice to or further assent by the Company, any demand for paymentof any of the Guaranteed Obligations made by any Administrative Agent or anyLender may be rescinded by such Administrative Agent or such Lender, and any ofthe Guaranteed Obligations continued, and the Guaranteed Obligations or theliability of any other party upon or for any part thereof, or any collateralsecurity 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 AdministrativeAgent or any Lender, and this Agreement, any other Loan Document and any otherdocuments executed and delivered in connection herewith or therewith may beamended, modified, supplemented or terminated, in whole or in part, as theLenders may deem advisable from time to time, and any collateral security,guarantee or right of offset at any time held by any Administrative Agent orany 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 anyobligation to protect, secure, perfect or insure any Lien at any time held byit as security for the Guaranteed Obligations or pursuant to this Section 11 orany property subject thereto.

##  

## 11.5.  GuaranteeAbsolute and Unconditional.  TheCompany waives any and all notice of the creation, renewal, extension oraccrual of any of the Guaranteed Obligations and notice of or proof of relianceby any Administrative Agent or any Lender upon the guarantee contained in thisSection 11 or acceptance of the guarantee provisions of this Section 11; the GuaranteedObligations and any of them, shall conclusively be deemed to have been created,contracted or incurred in reliance upon the guarantee contained in thisSection 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 inreliance upon the guarantee contained in this Section 11.  The Company waives (to the extent permittedby law) diligence, presentment, protest, demand for payment and notice ofdefault or nonpayment to or upon the Non-US Borrowers or the Company withrespect to the Guaranteed Obligations. The guarantee contained in this Section 11 shall be construed as acontinuing, absolute and unconditional guarantee of payment without 

 

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## regard to (a) the validity or enforceabilityof this Agreement, any other Loan Document or any of the documents executed inconnection herewith or therewith, any of the Guaranteed Obligations or anycollateral security therefor or guarantee or right of offset with respectthereto at any time or from time to time held by any Administrative Agent orany Lender, (b) any defense (including, without limitation, any statute oflimitations), setoff or counterclaim (other than a defense of payment orperformance) which may at any time be available to or be asserted by any Non-USBorrower against any Administrative Agent or any Lender, or (c) any othercircumstance whatsoever (with or without notice to or knowledge of a Non-USBorrower or the Company) which constitutes, or might be construed toconstitute, an equitable or legal discharge of a Non-US Borrower for all or anypart of the Guaranteed Obligations, or of the Company under the guaranteecontained in this Section 11, in bankruptcy or in any other instance.  When any Administrative Agent or any Lenderis pursuing its rights and remedies hereunder against the Company, anyAdministrative 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 orany other Person or against any collateral security, guarantee for any of the GuaranteedObligations or any right of offset with respect thereto, and any failure by anyAdministrative Agent or any Lender to pursue such other rights or remedies orto collect any payments from any Non-US Borrower or any such other Person or torealize upon any such collateral security or guarantee or to exercise any suchright of offset, or any release of any Non-US Borrower or any such other Personor of any such collateral security, guarantee or right of offset, shall notrelieve the Company of any liability hereunder, and shall not impair or affectthe rights and remedies, whether express, implied or available as a matter oflaw, of the Administrative Agents and the Lenders against the Company.

##  

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

##  

## 11.7.  Payments.  The Company hereby agrees that the amountspayable by the Company hereunder will be paid to the Administrative Agentswithout setoff or counterclaim in immediately available funds in the samecurrency as the underlying Guaranteed Obligation in respect of which payment isbeing made at the office of the applicable Administrative Agent listed in subsection 14.2or at such other office as such Administrative Agent shall designate in writingto the Company.

##  

SECTION 12.                          EVENTS OF DEFAULT

 

If any of thefollowing 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 accordancewith the terms thereof or hereof; or any Borrower shall fail to pay anyinterest on any Loan, or any other amount payable hereunder, within fiveBusiness Days after any such interest or other amount becomes due in accordancewith the terms thereof or hereof; or

###  

### (b)  Any representation or warranty made or deemed made by any Borrower herein or inany other Loan Document or which is contained in any certificate, document orfinancial or other statement furnished by it at any time under or in connectionwith this Agreement or any such other Loan Document shall prove to have beenincorrect 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 agreementcontained in Section 10; or

###  

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

###  

### (e)  The Company or any of its Subsidiaries shall (i) default in any payment ofprincipal of or interest on any Indebtedness (other than the Loans) or in thepayment of any Guarantee Obligation or in any net payment under any interestrate protection agreement, foreign currency exchange agreement, commodity priceprotection agreement or other interest rate or currency exchange or commodityprice arrangement (collectively “Hedging Obligations”), beyond theperiod of grace (not to exceed 60 days), if any, provided in the instrument oragreement under which such Indebtedness, Guarantee Obligation or HedgingObligation was created; or (ii) default in the observance or performance of anyother agreement or condition relating to any such Indebtedness, GuaranteeObligation or Hedging Obligation or contained in any instrument or agreementevidencing, securing or relating thereto, or any other event shall occur orcondition exist, the effect of which default or other event or condition is tocause, or to permit the holder or holders of such Indebtedness or HedgingObligation or beneficiary or beneficiaries of such Guarantee Obligation (or atrustee or agent on behalf of such holder or holders or beneficiary orbeneficiaries) to cause, with the giving of notice or the passage of time ifrequired, such Indebtedness or Hedging Obligation to become due prior to itsstated maturity or such Guarantee Obligation to become payable; provided,however, that no Default or Event of Default shall exist under thisparagraph unless the aggregate amount of Indebtedness, Guarantee Obligationsand/or Hedging Obligations in respect of which any default or other event orcondition referred to in this paragraph shall have occurred shall be equal toat least $30,000,000; or

###  

### (f)  (i) Any Borrower or any Material Subsidiary shall commence any case, proceedingor 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 forrelief entered with respect to it, or seeking to adjudicate it a bankrupt orinsolvent, or seeking reorganization, arrangement, adjustment, winding-up,liquidation, dissolution, composition or other relief with respect to it or itsdebts, or (B) seeking appointment of a receiver, trustee, custodian,conservator or other similar official for it or for all or any substantial partof its assets, or any Borrower or any Material Subsidiary shall make a generalassignment for the benefit of its creditors; or (ii) there shall be commencedagainst any Borrower or any Material Subsidiary any case, proceeding or otheraction of a nature referred to in clause (i) above which (A) results in theentry 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 anycase, proceeding or other action seeking issuance of a warrant of attachment,execution, distraint or similar process against all or any substantial part ofits assets which results in the entry of an order for any such relief whichshall not have been vacated, discharged, or stayed or bonded pending appealwithin 60 days from the entry thereof; or (iv) any Borrower or any MaterialSubsidiary 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 generallynot, or shall be unable to, or shall admit in writing its inability to, pay itsdebts as they become due; or

###  

### (g)  (i) Any Person shall engage in any non-exempt “prohibited transaction” (asdefined in Section 406 of ERISA or Section 4975 of the Code) involving anyPlan, (ii) any “accumulated funding deficiency” (as defined in Section 302 ofERISA), whether or not waived, shall exist with respect to any Plan or any Lienin favor of the PBGC or a Plan shall arise on the assets of the Company or anyCommonly Controlled Entity, (iii) a Reportable Event shall occur with respectto, or proceedings shall commence to have a trustee appointed, or a trusteeshall be appointed, to administer or to terminate, any Single Employer Plan,which Reportable Event or commencement of proceedings or appointment of atrustee is, in the reasonable opinion of the Required Lenders, likely to resultin the termination of such Plan for purposes of Title IV of ERISA, (iv) anySingle Employer Plan shall terminate for purposes of Title IV of ERISA,(v) the Company or any Commonly Controlled Entity shall, or in thereasonable opinion of the Required Lenders is likely to, incur any liability inconnection with a withdrawal from, or the Insolvency or Reorganization of, aMultiemployer Plan or (vi) any other adverse event or condition shall occurwith 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, ifany, could reasonably be expected to involve an aggregate amount of liabilityto 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 Borrowersor Material Subsidiaries involving in the aggregate a liability (not paid orfully covered by insurance) of $30,000,000 or more, and all such judgments ordecrees shall not have been vacated, discharged, stayed or bonded pendingappeal 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 bein 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 theSecurities Exchange Act of 1934, as amended, but other than the Fireman Group)(A) shall have acquired beneficial ownership of 20% or more of any outstandingclass of Capital Stock having ordinary voting power in the election ofdirectors of the Company or (B) shall obtain the power (whether or notexercised) to elect a majority of the Company’s directors or (ii) the Board ofDirectors of the Company shall not consist of a majority of ContinuingDirectors; “Continuing Directors” shall mean the directors of theCompany on the date hereof and each other director, if such other director’snomination for election to the Board of Directors of the Company is recommendedby a majority of the then Continuing Directors; or

###  

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

###  

then, and inany 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 Loanshereunder (with accrued interest thereon) and all other amounts owing underthis Agreement and the other Loan Documents (including all amounts of L/CObligations, whether or not the beneficiaries of the then outstanding Lettersof Credit shall have presented the documents required thereunder) shallimmediately become due and payable, and (B) if such event is any other Event ofDefault, 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 theCommitments to be terminated forthwith, whereupon the Commitments shallimmediately terminate; and (ii) with the consent of the Required Lenders, theGeneral Administrative Agent may, or upon the request of the Required Lenders, theGeneral Administrative Agent shall, by notice to the Borrowers, declare theLoans hereunder (with accrued interest thereon) and all other amounts owingunder this Agreement and the other Loan Documents (including all amounts of L/CObligations, whether or not the beneficiaries of the then outstanding Lettersof Credit shall have presented the documents required thereunder) to be due andpayable forthwith, whereupon the same shall immediately become due andpayable.  With respect to all Letters ofCredit with respect to which presentment for honor shall not have occurred atthe time of an acceleration pursuant to this paragraph, the applicable AccountParty shall at such time deposit in a cash collateral account opened by theGeneral Administrative Agent an amount equal to the aggregate then undrawn andunexpired 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 securityinterest in such cash collateral to secure all obligations under this Agreementand the other Loan

 

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Documents.  Amounts held in such cash collateral accountshall be applied by the General Administrative Agent to the payment of draftsdrawn under such Letters of Credit, and the unused portion thereof after allsuch Letters of Credit shall have expired or been fully drawn upon, if any,shall be applied to repay other obligations of the Borrowers hereunder andunder the other Loan Documents.  Afterall such Letters of Credit shall have expired or been fully drawn upon, allReimbursement Obligations shall have been satisfied and all other obligationsof the Borrowers hereunder and under the other Loan Documents shall have beenpaid in full, the balance, if any, in such cash collateral account shall bereturned to the Account Parties (or such other Person as may be lawfullyentitled thereto).  Except as expresslyprovided above in this Section 12, presentment, demand, protest and allother notices of any kind are hereby expressly waived.

 

SECTION 13.                          THEAGENTS

 

## 13.1.  Appointment.  (a)  Each Lender hereby irrevocablydesignates and appoints (i) Credit Suisse as the General AdministrativeAgent and (ii) Credit Suisse, Toronto Branch as the Canadian AdministrativeAgent, in each case under this Agreement and the other Loan Documents, and eachsuch Lender irrevocably authorizes the Administrative Agents, in such capacities,to take such action on its behalf under the provisions of this Agreement andthe other Loan Documents and to exercise such powers and perform such duties asare expressly delegated to the Administrative Agents by the terms of thisAgreement and the other Loan Documents, together with such other powers as arereasonably incidental thereto.  Notwithstandingany provision to the contrary elsewhere in this Agreement, the AdministrativeAgents shall not have any duties or responsibilities, except those expressly setforth herein, or any fiduciary relationship with any Lender, and no impliedcovenants, functions, responsibilities, duties, obligations or liabilitiesshall be read into this Agreement or any other Loan Document or otherwise existagainst the Administrative Agents.

##  

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

###  

## 13.2.  Delegationof Duties.  Each Administrative Agentmay execute any of its duties under this Agreement and the other Loan Documentsby or through any one or more sub-agents or attorneys-in-fact and shall beentitled to advice of counsel concerning all matters pertaining to suchduties.  No Administrative Agent shall beresponsible for the negligence or misconduct of any sub-agent orattorneys-in-fact selected by it with reasonable care.

##  

## 13.3.  ExculpatoryProvisions.  Neither any AdministrativeAgent nor any of their respective officers, directors, employees, sub-agents,attorneys-in-fact or Affiliates shall be (i) liable for any action lawfullytaken or omitted to be taken by it or

 

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## such Person under or in connection with thisAgreement or any other Loan Document (except for its or such Person’s own grossnegligence or willful misconduct) or (ii) responsible in any manner to anyof the Lenders for any recitals, statements, representations or warranties madeby any Borrower or any officer thereof contained in this Agreement or any otherLoan Document or in any certificate, report, statement or other documentreferred to or provided for in, or received by any Administrative Agent underor in connection with, this Agreement or any other Loan Document or for thevalue, validity, effectiveness, genuineness, enforceability or sufficiency ofthis Agreement or any other Loan Document or for any failure of a Borrower toperform its obligations hereunder or thereunder.  None of the Administrative Agents shall beunder any obligation to any Lender to ascertain or to inquire as to theobservance or performance of any of the agreements contained in, or conditionsof, this Agreement or any other Loan Document, or to inspect the properties,books or records of any Borrower.

##  

## 13.4.  Reliance byAdministrative Agents.  Each of theAdministrative Agents shall be entitled to rely, and shall be fully protectedin relying, upon any Note, writing, resolution, notice, consent, certificate,affidavit, letter, telecopy, telex or teletype message, statement, order or otherdocument or conversation believed by it to be genuine and correct and to havebeen signed, sent or made by the proper Person or Persons and upon advice andstatements of legal counsel (including, without limitation, counsel to anyBorrower), independent accountants and other experts selected by anyAdministrative Agent.  EachAdministrative Agent may deem and treat the payee of any Note as the ownerthereof for all purposes unless a written notice of assignment, negotiation ortransfer thereof shall have been filed with such Administrative Agent.  Each Administrative Agent shall be fullyjustified in failing or refusing to take any action under this Agreement or anyother Loan Document unless it shall first receive such advice or concurrence ofthe Required Lenders as it deems appropriate or it shall first be indemnifiedto its satisfaction by the Lenders against any and all liability and expensewhich may be incurred by it by reason of taking or continuing to take any suchaction.  Each Administrative Agent shallin all cases be fully protected in acting, or in refraining from acting, underthis Agreement and the other Loan Documents in accordance with a request of theRequired Lenders, and such request and any action taken or failure to actpursuant thereto shall be binding upon all the Lenders and all future holdersof the Loans.

##  

## 13.5.  Notice of Default.  No Administrative Agent shall be deemed tohave knowledge or notice of the occurrence of any Default or Event of Defaulthereunder unless such Administrative Agent has received notice from a Lender ora Borrower referring to this Agreement, describing such Default or Event ofDefault and stating that such notice is a “notice of default”.  In the event that an Administrative Agentreceives such a notice, such Administrative Agent shall give notice thereof tothe Lenders.  Each Administrative Agentshall take such action with respect to such Default or Event of Default asshall be reasonably directed by the Required Lenders; provided thatunless 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 ofDefault as it shall deem advisable in the best interests of the Lenders.

 

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## 13.6.  Non-Reliance onAdministrative Agents and Other Lenders. Each Lender expressly acknowledges that neither any Administrative Agentnor any of its officers, directors, employees, sub-agents, attorneys-in-fact orAffiliates has made any representations or warranties to it and that no act by anyof the Administrative Agents hereinafter taken, including any review of theaffairs of the Borrowers, shall be deemed to constitute any representation orwarranty by any Administrative Agent to any Lender.  Each Lender represents to the AdministrativeAgents that it has, independently and without reliance upon the AdministrativeAgents or any other Lender, and based on such documents and information as ithas deemed appropriate, made its own appraisal of and investigation into thebusiness, operations, property, financial and other condition andcreditworthiness of the Borrowers and made its own decision to make its Loans hereunderand enter into this Agreement.  EachLender also represents that it will, independently and without reliance upon anyAdministrative Agent or any other Lender, and based on such documents andinformation as it shall deem appropriate at the time, continue to make its owncredit analysis, appraisals and decisions in taking or not taking action underthis Agreement and the other Loan Documents, and to make such investigation asit 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 otherdocuments expressly required to be furnished to the Lenders by theAdministrative Agents hereunder, none of the Administrative Agents shall haveany duty or responsibility to provide any Lender with any credit or otherinformation concerning the business, operations, property, condition (financialor otherwise) or creditworthiness of the Borrowers which may come into thepossession 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 AdministrativeAgent, the Syndication Agent and the Co-Documentation Agents in theirrespective capacities as such (to the extent not reimbursed by the Borrowersand without limiting the obligation of the Borrowers to do so), ratablyaccording to their respective Pro Rata Percentages in effect on the date onwhich 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, theSyndication Agent or the Co-Documentation Agents (as the case may be) in anyway relating to or arising out of, the Commitments, this Agreement, any of the otherLoan Documents or any documents contemplated by or referred to herein ortherein or the transactions contemplated hereby or thereby or any action takenor omitted by any Administrative Agent, the Syndication Agent or theCo-Documentation Agents (as the case may be) under or in connection with any ofthe foregoing; provided that no Lender shall be liable for the paymentof any portion of such liabilities, obligations, losses, damages, penalties,actions, judgments, suits, costs, expenses or disbursements to the extentresulting from the gross negligence or willful misconduct of such AdministrativeAgent, the Syndication Agent or the Co-Documentation Agents (as the case maybe).  The agreements in this 

 

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

##  

## 13.8.  Agents in theirIndividual Capacities.  TheAdministrative Agents, the Syndication Agent, the Co-Documentation Agents, andeach of their respective Affiliates may make loans to, accept deposits from andgenerally engage in any kind of business with each Borrower as though theAdministrative Agents, the Syndication Agent or the Co-Documentation Agents (asthe case may be) were not the Administrative Agents, the Syndication Agent orthe Co-Documentation Agents (as the case may be) hereunder and under the otherLoan Documents.  With respect to itsLoans made under any Class of Commitments made or renewed by it, any Noteissued to it and with respect to any Letter of Credit issued or participated inby it, each Administrative Agent, the Syndication Agent and eachCo-Documentation Agent shall have the same rights and powers under thisAgreement and the other Loan Documents as any Lender having Commitments or holdingLoans of such Class and may exercise the same as though it were not anAdministrative Agent, the Syndication Agent or a Co-Documentation Agent (as thecase 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 suchClass in its respective individual capacity.

##  

## 13.9.  SuccessorAdministrative Agents; Resignation of Co-Documentation Agents.  Each of the Agents may resign as an Agentupon 10 days’ notice to the Lenders.  If anyAdministrative Agent shall resign as Administrative Agent under this Agreementand the other Loan Documents, then the Required Lenders shall appoint fromamong the Lenders a successor Administrative Agent for the Lenders, whichsuccessor Administrative Agent (provided that it shall have beenapproved by the Company), shall succeed to the rights, powers and duties of theapplicable Administrative Agent hereunder. Effective upon such appointment and approval, the term “AdministrativeAgent” shall mean such successor Administrative Agent, and the formerAdministrative Agent’s rights, powers and duties as Administrative Agent shallbe terminated, without any other or further act or deed on the part of suchformer Administrative Agent or any of the parties to this Agreement or anyholders of the Loans.

##  

### (a)  The Syndication Agent and any Documentation Agent may resign as such upon 10days’ notice to the Lenders.  Upon anysuch resignation of the Syndication Agent or any Documentation Agent nosuccessor Syndication Agent or Documentation Agent shall be appointedhereunder.

###  

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

 

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SECTION 14.                          MISCELLANEOUS

 

## 14.1.  Amendmentsand Waivers.  Except as expresslyprovided in subsection 6.17 or 6.18, neither this Agreement nor any other LoanDocument, nor any terms hereof or thereof may be amended, supplemented ormodified except in accordance with the provisions of this subsection 14.1.  The Majority Lenders may, or, with thewritten 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 thepurpose of adding any provisions to this Agreement or the other Loan Documentsor changing in any manner the rights of the Lenders or of the Borrowershereunder or thereunder or (b) waive, on such terms and conditions as theMajority Lenders or the Agents, as the case may be, may specify in suchinstrument, any of the requirements of this Agreement or the other LoanDocuments or any Default or Event of Default and its consequences; provided,however, that no such waiver and no such amendment, supplement ormodification shall:

##  

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

####  

#### (ii)                  amend,modify or waive any provision of this subsection 14.1, or reduce the percentagespecified in the definition of Required Lenders or Majority Lenders, or consentto the assignment or transfer by a Borrower of any of its rights andobligations under this Agreement and the other Loan Documents, or release theguarantee provided for in Section 11, in each case without the written consentof all the Lenders;

####  

#### (iii)               changethe provisions of this Agreement in a manner that by its terms adverselyaffects the rights in respect of payments due to Lenders holding Loans of oneClass differently from the rights of Lenders holding Loans of any other Classwithout the prior written consent of Lenders holding a majority in interest ofthe 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 eachAdministrative Agent affected thereby and (to the extent that such amendment,modification or waiver directly affects the rights or obligations of theSyndication Agent or the Co-Documentation Agents) the Syndication Agent or theCo-Documentation Agents, as the case may be; or

####  

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

####  

Any suchwaiver and any such amendment, supplement or modification shall apply equallyto each of the Lenders and shall be binding upon the Borrowers, the Lenders,the

 

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Agents and allfuture holders of the Loans.  In the caseof any waiver, the Borrowers, the Lenders and the Agents shall be restored totheir 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 notcontinuing; no such waiver shall extend to any subsequent or other Default orEvent of Default or impair any right consequent thereon.

 

## 14.2.  Notices.  All notices, requests and demands to or uponthe respective parties hereto to be effective shall be in writing (including byfacsimile or electronic mail transmission) and, unless otherwise expresslyprovided herein, shall be deemed to have been duly given or made (a) in thecase 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 thecase of delivery by facsimile or electronic mail transmission, when sent andreceipt has been confirmed, addressed as follows in the case of the Borrowersand the Administrative Agents, and as set forth in Schedule I in the case ofthe other parties hereto, or to such other address as may be hereafter notifiedby 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 PallMall, 4th Floor

London SW1Y5LU

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 CanadaInc.

201 EastSteward 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 Officerand

 Vice-President Finance andAdministration

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 AdministrativeAgent and the Swingline Lender:

Credit Suisse

11 MadisonAvenue

New York, NewYork 10010

Attention:Agency Group

Fax:  212/325-8304

 

The CanadianAdministrative Agent:

Credit Suisse,Toronto Branch

1 FirstCanadian Place

Suite 3000, POBox 301

Toronto,Ontario

Canada M5X 1C9

Attention:Agency Operations

Fax:  416/352-4574

 

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

 

## 14.3.  No Waiver; CumulativeRemedies.  No failure to exercise andno 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 underthe other Loan Documents shall operate as a waiver thereof; nor shall anysingle or partial exercise of any right, remedy, power or privilege hereunderpreclude any other or further exercise thereof or the exercise of any otherright, remedy, power or privilege.  Therights, remedies, powers and privileges herein provided are cumulative and notexclusive of any rights, remedies, powers and privileges provided by law.

##  

## 14.4.  Survival ofRepresentations and Warranties.  Allrepresentations and warranties made hereunder, in the other Loan Documents andin any document, certificate or statement delivered pursuant hereto or in connectionherewith shall survive the execution and delivery of this Agreement and themaking of the Loans hereunder.

##  

## 14.5.  Paymentof Expenses and Taxes.  The Companyagrees (a) to pay or reimburse each Administrative Agent for all of itsreasonable out-of-pocket costs and expenses incurred in connection with thedevelopment, preparation and execution of, and any amendment, supplement ormodification to, this Agreement and the other Loan Documents and any otherdocuments prepared in connection herewith or therewith, and the consummationand administration of the transactions contemplated hereby and thereby,including, without limitation, the reasonable fees and disbursements of counselto each Administrative Agent, (b) to pay or reimburse each Lender, the SyndicationAgent, the Co-Documentation Agents and each Administrative Agent and eachRelated 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 orpreservation of any rights under this Agreement, the other Loan Documents andany such other documents, including, without limitation, the reasonable feesand disbursements of one counsel to the Lenders (in addition to counsel to eachAdministrative Agent and any local counsel), (c) to pay, indemnify, and holdeach Indemnitee harmless from, any and all recording and filing fees and anyand 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 bepayable in connection with the execution and delivery of, or consummation oradministration 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 andall other liabilities, obligations, losses, damages, penalties, actions,judgments, suits, costs, expenses or disbursements of any kind or naturewhatsoever (including, without limitation, reasonable fees and disbursements ofcounsel) with respect to the execution, delivery, enforcement, performance andadministration of this Agreement, the other Loan Documents or the use of theproceeds of the Loans and any such other documents, including, withoutlimitation, any of the foregoing relating to the violation of, noncompliancewith or liability under, any Environmental Law applicable to the operations ofthe Company, any of its Subsidiaries or any of the Properties (all theforegoing in this clause (d), collectively, the “indemnified liabilities”),provided that the Company shall have no obligation hereunder to anyIndemnitee with respect to indemnified liabilities to the extent determined bya final judgment of a court of competent jurisdiction to have resulted from thegross negligence or willful misconduct 

 

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## of such Indemnitee or such Indemnitee’s RelatedParties.  The agreements in this subsection14.5 shall survive repayment of the Loans and all other amounts payablehereunder.

##  

## 14.6.  Successorsand Assigns; Participations and Assignments.  (a)  This Agreement shall bebinding upon and inure to the benefit of the Borrowers, the Lenders, the Agentsand their respective successors and assigns, except that none of the Borrowersmay assign or transfer any of its rights or obligations under this Agreementwithout the prior written consent of each Lender.

##  

### (b)  Any Lender may, in the ordinary course of its commercial banking business andin accordance with applicable law, at any time sell to one or more banks orother financial institutions (“Participants”) participating interests inany Loan owing to such Lender, any Commitment of such Lender or any otherinterest of such Lender hereunder and under the other Loan Documents; providedthat any Lender which sells such participating interests to a Participant whichis not a commercial bank, savings bank or finance company shall give notice tothe Company, identifying such Participant, promptly following the consummationof such sale.  In the event of any suchsale by a Lender of a participating interest to a Participant, such Lender’sobligations under this Agreement to the other parties to this Agreement shallremain unchanged, such Lender shall remain solely responsible for theperformance thereof, such Lender shall remain the holder of any such Loan forall purposes under this Agreement and the other Loan Documents, and theBorrowers and the Administrative Agents shall continue to deal solely anddirectly with such Lender in connection with such Lender’s rights andobligations under this Agreement and the other Loan Documents.  No Lender shall be entitled to create infavor of any Participant, in the participation agreement pursuant to which suchParticipant’s participating interest shall be created or otherwise, any rightto vote on, consent to or approve any matter relating to this Agreement or anyother Loan Document except for those specified in clauses (i) and (ii) of theproviso to subsection 14.1.  TheBorrowers agree that if amounts outstanding under this Agreement are due orunpaid, or shall have been declared or shall have become due and payable upon theoccurrence of an Event of Default, each Participant shall, to the maximumextent permitted by applicable law, be deemed to have the right of setoff inrespect of its participating interest in amounts owing under this Agreement tothe same extent as if the amount of its participating interest were owingdirectly to it as a Lender under this Agreement, provided that, inpurchasing such participating interest, such Participant shall be deemed tohave 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 thebenefits of subsections 6.12, 6.13 and 6.14 with respect to its participationin the Commitments and the Loans outstanding from time to time as if it was aLender; provided that, in the case of subsection 6.13, such Participantshall have complied with the requirements of said subsection and provided,further, that no Participant shall be entitled to receive any greateramount pursuant to any such subsection than the transferor Lender would havebeen entitled to receive in respect of the amount of the participationtransferred by such transferor Lender to such Participant had no such transferoccurred.

 

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### (c)  Any Lender may, in the ordinary course of its commercial banking business andin accordance with applicable law, at any time and from time to time assign toany Lender or any affiliate thereof or, with the consent of the Company and theGeneral Administrative Agent (which in each case shall not be unreasonablywithheld), to an additional bank or financial institution (an “Assignee”)all or any part of its rights and obligations under this Agreement and the otherLoan Documents pursuant to an Assignment and Acceptance, substantially in theform 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 affiliatethereof, by the Company and the applicable Administrative Agent) and deliveredto the applicable Administrative Agent (A) manually or(B) electronically via an electronic settlement system acceptable to suchAdministrative Agent (which initially shall be ClearPar, LLC), in each case forits acceptance and recording in the applicable Register, provided that,in the case of any such assignment to an additional bank or financialinstitution, (x) the aggregate amount of the Commitment being assigned isnot less than $10,000,000 (or (i) $2,500,000, in the case of a CanadianCommitment or a Peso Commitment or (ii) in any case, such lesser amount asmay 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 obligationsof the assigning Lender, the aggregate amount of the Commitment remaining withthe assigning Lender is not less than $10,000,000 (or (i) $5,000,000, inthe 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 GeneralAdministrative Agent), provided, further, that in the case of anysuch assignment of (x) a Canadian Commitment or Canadian Loans, suchassignee is a Canadian Resident and (y) a Peso Commitment or Peso Loans,such assignee is a Mexican Resident.  Uponsuch execution, delivery, acceptance and recording (and the payment of theregistration and processing fee described in clause (e) below), from and afterthe effective date determined pursuant to such Assignment and Acceptance, (x) theAssignee thereunder shall be a party hereto and, to the extent provided in suchAssignment and Acceptance, have the rights and obligations of a Lenderhereunder with a Commitment as set forth therein, and (y) the assigningLender thereunder shall, to the extent provided in such Assignment andAcceptance, be released from its obligations under this Agreement (and, in thecase of an Assignment and Acceptance covering all or the remaining portion ofan assigning Lender’s rights and obligations under this Agreement, suchassigning Lender shall cease to be a party hereto).  Notwithstanding any provision of thisparagraph (c) and paragraph (e) of this subsection, the consent of the Companyshall not be required for any assignment which occurs at any time when any ofthe events described in Section 12 shall have occurred and be continuing.  Notwithstanding the foregoing, any Lenderassigning its rights and obligations under this Agreement may retain anyCompetitive Loans made by it outstanding at such time, and in such case shallretain its rights hereunder in respect of any Loans so retained until suchLoans 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), shallmaintain at the address of such Administrative Agent referred to in subsection 14.2a 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 theLenders 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 bythe General Administrative Agent, (y) under the Canadian Commitments, inthe case of the Register maintained by the Canadian Administrative Agent and(z) under the Peso Commitments, in the case of the Register maintained bythe Mexican Administrative Agent.  Theentries in each Register shall be conclusive, in the absence of manifest error,and the applicable Borrowers, Administrative Agent and Lenders may (and, in thecase 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 aLoan or other obligation hereunder as the owner thereof for all purposes ofthis Agreement and the other Loan Documents, notwithstanding any notice to thecontrary.  Any assignment of any Loan orother obligation hereunder not evidenced by a Note shall be effective only uponappropriate entries with respect thereto being made in the applicable Register.  The Registers shall be available forinspection by the Borrowers, any Lender or the General Administrative Agent atany reasonable time and from time to time upon reasonable prior notice.

###  

### (e)  Upon its receipt of an Assignment and Acceptance executed by an assigningLender and an Assignee (and, in the case of an Assignee that is not then aLender or an affiliate thereof, by the Company and the applicable AdministrativeAgent), together with payment to the applicable Administrative Agent of aregistration and processing fee of $3,500 and delivery to the applicable AdministrativeAgent of any forms or statements required pursuant to subsection 6.13(b)and such administrative information as the applicable Administrative Agent mayreasonably request, the applicable Administrative Agent shall (i) promptlyaccept such Assignment and Acceptance and (ii) on the effective date determinedpursuant thereto record the information contained therein in the applicable Registerand give notice of such acceptance and recordation to the Company; providedthat (x) no such fee shall be payable with respect to any assignment from anassigning Lender to an affiliate thereof and (y) such fee shall be payable bythe Company with respect to any assignment effected at the request of theCompany 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 allfinancial information in such Lender’s possession concerning such Borrower andits Affiliates which has been delivered to such Lender by or on behalf of suchBorrower pursuant to this Agreement or which has been delivered to such Lenderby or on behalf of such Borrower in connection with such Lender’s creditevaluation of the Borrowers and their respective Affiliates prior to becoming aparty to this Agreement.

###  

### (g)  For avoidance of doubt, the parties to this Agreement acknowledge that theprovisions of this subsection 14.6 concerning assignments of Loans and Notesrelate only to absolute assignments and that such provisions do not prohibitassignments creating security interests, including, without limitation, anypledge or assignment by a

 

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### Lender of any Loan or Note to any FederalReserve Bank in accordance with applicable law.

###  

### (h)  Notwithstanding anything to the contrary contained herein, any Bank (a “GrantingBank”) 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 GeneralAdministrative Agent and any Borrower, the option to provide to such Borrowerall or any part of any Loan that such Granting Bank would otherwise beobligated to make to such Borrower pursuant to this Agreement; providedthat (i) nothing herein shall constitute a commitment by any SPC to make anyLoan, (ii) if an SPC elects not to exercise such option or otherwise fails toprovide all or any part of such Loan, the Granting Bank shall be obligated tomake such Loan pursuant to the terms hereof and (iii) in the case of(A) a Canadian Commitment or Canadian Loans, such SPC is a CanadianResident and (B) a Peso Commitment or Peso Loans, such SPC is a MexicanResident.  The making of a Loan by an SPChereunder 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 SPCshall be liable for any indemnity or similar payment obligation under thisAgreement (all liability for which shall remain with the Granting Bank).  In furtherance of the foregoing, each partyhereto hereby agrees (which agreement shall survive the termination of thisAgreement) that, prior to the date that is one year and one day after thepayment in full of all outstanding commercial paper or other seniorindebtedness of any SPC, it will not institute against, or join any otherperson in instituting against, such SPC any bankruptcy, reorganization, arrangement,insolvency or liquidation proceedings under the laws of the United States orany State thereof.  In addition,notwithstanding anything to the contrary contained in this subsection 14.6 anySPC may (i) with notice to, but without the prior written consent of, anyBorrower and the General Administrative Agent and without paying any processingfee therefor, assign all or a portion of its interests in any Loans to theGranting Bank or to any financial institutions (consented to by any Borrowerand Administrative Agent) providing liquidity and/or credit support to or forthe 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 itsLoans 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 withoutthe written consent of each SPC to which a grant has been made pursuant to thissubsection.

###  

## 14.7.  Adjustments;Setoff.  (a)  If any Lender(a “Benefited Lender”) at any time shall receive any payment of all orpart of its Loans of a certain Class, or interest thereon, or receive anycollateral 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 collateralreceived by any other Lender having Loans of such Class, if any, in respect ofsuch other Lender’s Loans of such Class, or interest thereon, such BenefitedLender shall purchase for cash from the other Lenders having Loans of suchClass such portion of each such other Lender’s Loans of such Class, or shallprovide such other Lenders with the benefits of any such collateral, or theproceeds thereof, as shall be necessary to cause

 

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## such Benefited Lender to share the excesspayment or benefits of such collateral or proceeds ratably with each of the Lendershaving Loans of such Class; and if after taking into account such sharing the BenefitedLender continues to have access to additional funds of or collateral granted bya Borrower for application on account of its debt in respect of Loans of suchClass, then the Benefited Lender shall use such funds or collateral to reduceindebtedness of such Borrower held by it in respect of Loans of such Class andshare such payments and the benefits of such collateral with the other Lendershaving Loans of such Class; provided, however, that if all or anyportion of such excess payment or benefits is thereafter recovered from such BenefitedLender, such purchase shall be rescinded, and the purchase price and benefitsreturned, to the extent of such recovery, but without interest.  Each Borrower agrees that each Lender sopurchasing a portion of another Lender’s Loans may exercise all rights ofpayment (including, without limitation, rights of setoff) with respect to suchportion 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, eachLender shall have the right, without prior notice to any Borrower, any suchnotice being expressly waived by each Borrower to the extent permitted byapplicable law, upon any amount becoming due and payable by a Borrowerhereunder (whether at the stated maturity, by acceleration or otherwise) to setoff and appropriate and apply against such amount any and all deposits (generalor special, time or demand, provisional or final), in any currency, and anyother credits, indebtedness or claims, in any currency, in each case whetherdirect or indirect, absolute or contingent, matured or unmatured, at any timeheld or owing by such Lender or any branch, agency or (to the extent permittedby applicable law) banking affiliate thereof to or for the credit or theaccount of such Borrower.  Each Lenderagrees promptly to notify such Borrower and the applicable Administrative Agentafter any such setoff and application made by such Lender, provided thatthe failure to give such notice shall not affect the validity of such setoffand application.

###  

## 14.8.  Judgment Currency.  The obligations of each Borrower to any partyin respect of any Loan or Reimbursement Obligation and amounts owing on accountthereof shall, notwithstanding any judgment in a currency (the “JudgmentCurrency”) other than the currency in which such Loan or Letter of Creditis denominated (the “Denomination Currency”), be discharged only to theextent that on the Business Day following receipt by such party of any sumadjudged to be so due in the Judgment Currency such party may in accordancewith normal banking procedures purchase the Denomination Currency with theJudgment Currency; if the amount of the Denomination Currency so purchased isless than the sum originally due to such party in the Denomination Currency,the relevant Borrower agrees, as a separate obligation and notwithstanding anysuch judgment, to indemnify such party against such loss, and if the amount ofthe Denomination Currency so purchased exceeds the sum originally due to anyparty to this Agreement, such party agrees to remit to the applicable Borrowersuch excess.

 

96

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## 14.9.  Counterparts.  This Agreement may be executed by one or moreof the parties to this Agreement on any number of separate counterparts(including by facsimile transmission), and all of said counterparts takentogether shall be deemed to constitute one and the same instrument.  A set of the copies of this Agreement signedby all the parties shall be lodged with the Company and the General AdministrativeAgent.

##  

## 14.10. Confidentiality.  (a)  EachLender hereby agrees to maintain the confidentiality of all ConfidentialInformation and agrees that it shall not disclose such Confidential Informationto third parties without the prior consent of the Company, other thandisclosure (i) on a confidential basis to directors, officers, employees, legalcounsel, accountants and other professional advisors of such Lender, (ii) toother Lenders and any Participant of such Lender, (iii) to regulatory officialshaving jurisdiction over such Lender, (iv) as required by law or legal processor in connection with any legal proceeding to which such Lender is a party oris otherwise subject, (v) to any Transferee or prospective Transferee of suchLender (provided that such Transferee or prospective Transferee shallhave 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 reasonablycould be expected to have a need to know such information in connection withthe administration by such Lender of this Agreement and its extensions ofcredit hereunder.

##  

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

###  

## 14.11.  Severability.  Any provision of this Agreement which isprohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,be ineffective to the extent of such prohibition or unenforceability withoutinvalidating the remaining provisions hereof, and any such prohibition or unenforceabilityin any jurisdiction shall not invalidate or render unenforceable such provisionin any other jurisdiction.

##  

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

 

97

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## 14.13. GOVERNING LAW.  THISAGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BEGOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THESTATE OF NEW YORK.

##  

## 14.14. Submission To Jurisdiction; Waivers.  Each Borrower hereby irrevocably andunconditionally:

##  

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

###  

### (b)  consents that any such action or proceeding may be brought in such courts andwaives any objection that it may now or hereafter have to the venue of any suchaction or proceeding in any such court or that such action or proceeding wasbrought 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 effectedby mailing a copy thereof by registered or certified mail (or any substantiallysimilar form of mail), postage prepaid, to the Company (on its own behalf or asprocess agent for the other Borrowers) at its address set forth in subsection 14.2or at such other address of which the General Administrative Agent shall havebeen notified pursuant thereto;

###  

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

###  

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

###  

## 14.15. Acknowledgments.  Each Borrowerhereby acknowledges that:

##  

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

###  

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

 

98

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

###  

## 14.16.  WAIVERS OF JURY TRIAL.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLELAW, THE BORROWERS, THE AGENTS, THE LENDERS AND THE ISSUING BANK HEREBYIRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDINGRELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIMTHEREIN.

##  

## 14.17.  CAM Exchange.  (a)  On the CAM Exchange Date, tothe extent not prohibited by a Requirement of Law, all Loans outstanding in anyAlternative Currency shall be converted to Dollars (calculated on the basis ofthe relevant Exchange Rates as of the Business Day immediately preceding theCAM Exchange Date) and shall be ABR Loans, and (ii) the Lenders shallautomatically and without further act be deemed to have exchanged interests inthe Classes (other than Competitive Loans) such that, in lieu of the interestsof 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 Borrowerin respect of each such Class), such Lender shall hold an interest in every oneof the Classes (including the Designated Obligations of each Borrower inrespect of each such Class but excluding Competitive Loans and participationsin undrawn Letters of Credit), whether or not such Lender shall previously haveparticipated therein, equal to such Lender’s CAM Percentage thereof.  Each Lender and each Borrower hereby consentsand agrees to the CAM Exchange, and each Lender hereby agrees that the CAM Exchangeshall be binding upon its successors and assigns and any Person that acquires aparticipation in its interests in any Class. Each Borrower and each Lender agrees from time to time to execute anddeliver to the General Administrative Agent all such promissory notes and otherinstruments and documents as the General Administrative Agent shall reasonablyrequest to evidence and confirm the respective interests and obligations of theLenders after giving effect to the CAM Exchange, and each Lender agrees tosurrender any promissory notes originally received by it in connection with itsLoans hereunder to the General Administrative Agent against delivery of anypromissory notes so executed and delivered; provided that the failure ofany Borrower to execute or deliver or of any Lender to accept any suchpromissory note, instrument or document shall not affect the validity oreffectiveness of the CAM Exchange.  Inthe 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 fundedtheir purchase of participations pursuant to Section 5), then each US/UK Lender(determined immediately prior to the CAM Exchange) shall, in accordance withthe provisions of Section 5, promptly purchase from the Swingline Lender aparticipation in such Swingline Loan in the amount of such Lenders’ Pro Rata Percentageof 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) eachpayment received by an Administrative Agent in respect of the Designated 

 

99

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### Obligations shall be distributed to theLenders *pro rata* in accordance with theirrespective CAM Percentages (to be redetermined as of each such date of paymentor distribution to the extent required by subsection 14.18) and (ii) none ofthe proviso to subsection 6.13(a), subsection 6.13(b) orsubsection 6.13(c) shall apply with respect to any Taxes required to bewithheld or deducted by a Borrower from or in respect of payments hereunder toany Lender or any Administrative Agent that exceed the Taxes such Borrowerwould have otherwise been required to withhold or deduct from or in respect ofpayments to such Lender or any Administrative Agent had such CAM Exchange notoccurred; provided, however, that this subsection 14.17 shall notlimit the obligations set forth in subsection 6.15 hereof.

###  

## 14.18.  Letters of Credit.  In the event that, on or after the CAMExchange Date, the aggregate amount of the Designated Obligations shall changeas a result of the making of an L/C Disbursement by the Issuing Bank that isnot reimbursed by a US/UK Borrower, then (i) each US/UK Lender (determinedwithout giving effect to the CAM Exchange) shall, in accordance with subsection3.4, promptly purchase from the Issuing Bank a participation in such L/CDisbursement in the amount of such Lender’s Pro Rata Percentage of such L/CDisbursement (without giving effect to the CAM Exchange) and (ii) the GeneralAdministrative Agent shall redetermine the CAM Percentages after giving effectto such L/C Disbursement and the purchase of participations therein by the US/UKLenders.  Each such redetermination shallbe binding on each of the Lenders and their successors and assigns and shall beconclusive, absent manifest error.

 

100

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IN WITNESSWHEREOF, the parties hereto have caused this Agreement to be duly executed anddelivered by their proper and duly authorized officers as of the day and yearfirst 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 Finnishsubsidiary, KHF Finland OY, are subject to liens in a maximum amount of €2.4million 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 Swedishsubsidiary, Jofa AB, are subject to liens in a maximum amount of SEK 90 millionunder 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 depositis 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 aggregateof $7,975,000 of U.S. Government Obligations are deposited by The HockeyCompany and Sport Maska Inc. with The Bank of New York as Trustee pursuant tothe Irrevocable Trust and Security Agreement dated September 24, 2004between The Hockey Company, Sport Maska Inc. and The Bank of New York.

 

----

 

SCHEDULE V

 

**CERTAIN AFFILIATE TRANSACTIONS**

 

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

 

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

 

3.             License Agreement among ReebokInternational Ltd. and Reebok International Limited and New Point IndustrialLimited (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., ReebokInternational 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., aMassachusetts corporation; REEBOK INTERNATIONAL LIMITED, a United Kingdomcorporation; REEBOK CANADA INC., a Canadian corporation; SPORT MASKA INC., aNew Brunswick corporation; MEXICAN BORROWER] (the “Borrower”), herebyunconditionally promises to pay to the order of              (the“Lender”) at the office of [Credit Suisse, located at Eleven MadisonAvenue, New York, New York 10010; Credit Suisse, Toronto Branch, located at OneFirst Canada Place, Suite 3000, P.O. Box 301, Toronto, Ontario,Canada M5X 1C9; [Mexican Administrative Agent]], in immediately availablefunds, on the Termination Date, the principal amount of (a)           DOLLARS ($      ), or, if less, (b) theaggregate unpaid principal amount of all Loans made by the Lender to theBorrower pursuant to the Credit Agreement, as hereinafter defined; provided,however, that with respect to any such Loan denominated in anAlternative Currency, the Borrower shall make all payments of principal andinterest on the dates specified above therefor in such AlternativeCurrency.  The Borrower further agrees topay interest in like money at such office on the unpaid principal amount hereoffrom time to time outstanding at the rates and on the dates specified in subsections6.5 and 6.7 of such Credit Agreement.

 

The holder of this Note is authorized to endorse on the schedulesannexed hereto and made a part hereof or on a continuation thereof which shallbe attached hereto and made a part hereof the date, Type, currency and amountof each Loan made pursuant to the Credit Agreement and the date and amount ofeach 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; ContractPeriod] with respect thereto.  Each suchendorsement shall constitute primafacie evidence of the accuracyof the information endorsed. The failure to make any such endorsement shall notaffect the obligations of the Borrower in respect of such Loan.

 

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

 

----

 

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

 

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

 

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

 

**THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUEDAND 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 ANDREPAYMENTS 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 “CreditAgreement”), among Reebok International Ltd. (the “Company”), ReebokInternational Limited (“Reebok UK”), Reebok Canada Inc. (“Reebok Canada”),Sport Maska Inc. (“Sport”), the Lenders named therein, the SyndicationAgent named therein, Credit Suisse, as general administrative agent for theLenders (in such capacity, the “General Administrative Agent”) andCredit Suisse, Toronto Branch, as Canadian administrative agent for the Lenders(in such capacity, the “Canadian Administrative Agent”).  Unless otherwise defined herein, termsdefined in the Credit Agreement and used herein shall have the meanings givento 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 herebyirrevocably sells and assigns to the Assignee without recourse to the Assignor,and the Assignee hereby irrevocably purchases and assumes from the Assignorwithout 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 forthon Schedule 1 hereto.

 

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

 

----

 

(c)           The Assignee (a) representsand warrants that it is legally authorized to enter into this Assignment andAcceptance; (b) confirms that it has received a copy of the CreditAgreement, together with copies of the financial statements delivered pursuantto subsection 7.1 thereof and such other documents and information as ithas deemed appropriate to make its own credit analysis and decision to enterinto this Assignment and Acceptance; (c) agrees that it will,independently and without reliance upon the Assignor, any Administrative Agentor any other Lender and based on such documents and information as it shalldeem appropriate at the time, continue to make its own credit decisions intaking or not taking action under the Credit Agreement, the other LoanDocuments or any other instrument or document furnished pursuant hereto orthereto; (d) appoints and authorizes the [General; Canadian; Mexican]Administrative Agent to take such action as agent on its behalf and to exercisesuch powers and discretion under the Credit Agreement, the other Loan Documentsor any other instrument or document furnished pursuant hereto or thereto as aredelegated to the [General; Canadian; Mexican] Administrative Agent by the termsthereof, together with such powers as are incidental thereto; and (e) agreesthat it will be bound by the provisions of the Credit Agreement and willperform in accordance with its terms all the obligations which by the terms ofthe 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 dateof this Assignment and Acceptance shall be the Effective Date of Assignmentdescribed in Schedule 1 hereto (the “Effective Date”).  Following the execution of this Assignmentand 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 toby the [General; Canadian; Mexican] Administrative Agent, be earlier than fiveBusiness Days after the date of such acceptance and recording by the [General;Canadian; Mexican] Administrative Agent).

 

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

 

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

 

2

----

 

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

 

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

 

3

----

 

SCHEDULE 1

TO

ASSIGNMENT AND ACCEPTANCE

RELATING TO THE CREDIT AND GUARANTEEAGREEMENT,

DATED AS OF JULY 1, 2005,

AMONG

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

CREDIT SUISSE, AS GENERAL ADMINISTRATIVEAGENT, 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 GeneralAdministrative 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 ofBorrowing is given pursuant to subsection 2.2 of the Credit and GuaranteeAgreement, dated as of July 1, 2005 (as amended, supplemented or otherwisemodified from time to time, the “Credit Agreement”), among ReebokInternational Ltd., Reebok International Limited, Reebok Canada Inc., SportMaska Inc., the banks and other financial institutions parties thereto (the “Lenders”),the Syndication Agent named therein, Credit Suisse, as general administrativeagent (in such capacity, the “General Administrative Agent”) for theLenders and Credit Suisse, Toronto Branch, as Canadian administrative agent (insuch capacity the “Canadian Administrative Agent”).  Any and all initially capitalized terms usedherein have the meanings ascribed thereto in the Credit Agreement unlessotherwise specifically defined herein.

 

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

 

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

 

[ ]            confirmsits irrevocable telephonic notice to [General; Canadian; Mexican] AdministrativeAgent that it requests the making of a Borrowing under the Credit Agreement asfollows:

 

1.             Dateof Borrowing.  The requested date ofthe proposed Borrowing is                     ,20    .

 

2.             Amountof Borrowing.  The requestedaggregate principal amount of the requested Borrowing is:

 

[$/£/€/C$/Mxp]              .

 

4.             RateOption and Interest Period.  Therequested interest rate option and (if applicable) Interest Period for theproposed 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.             AccountInformation.  The location and numberof 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, asGeneral 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 AdministrativeAgent]

 

This Notice ofBorrowing is given pursuant to subsection 6.5 of the Credit and GuaranteeAgreement, dated as of July 1, 2005 (as amended, supplemented orotherwise modified from time to time, the “Credit Agreement”), amongReebok 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, asgeneral administrative agent (in such capacity, the “General AdministrativeAgent”) for the Lenders and Credit Suisse, Toronto Branch, as Canadianadministrative agent (in such capacity the “Canadian Administrative Agent”).  Any and all initially capitalized terms usedherein have the meanings ascribed thereto in the Credit Agreement unlessotherwise specifically defined herein.

 

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

 

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

 

[ ]            confirmsits irrevocable telephonic notice to the [General; Canadian; Mexican] AdministrativeAgent

 

that itrequests the continuation of a [Eurocurrency; BA] Loan under the CreditAgreement as follows:

 

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

 

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

 

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3.             InterestPeriod.  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

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EXHIBIT C-3 to

Credit and Guarantee Agreement

 

FORM OF

NOTICE OF BORROWING (CONVERSIONS)

 

To:          [Credit Suisse, asGeneral 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 ofBorrowing is given pursuant to subsection 6.5 of the Credit and GuaranteeAgreement, dated as of July 1, 2005 (as amended, supplemented orotherwise modified from time to time, the “Credit Agreement”), amongReebok 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, asgeneral administrative agent (in such capacity, the “General AdministrativeAgent”) for the Lenders and Credit Suisse, Toronto Branch, as Canadianadministrative agent (in such capacity the “Canadian Administrative Agent”).  Any and all initially capitalized terms usedherein have the meanings ascribed thereto in the Credit Agreement unlessotherwise specifically defined herein.

 

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

 

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

 

[ ]            confirmsits irrevocable telephonic notice to the [General; Canadian; Mexican] AdministrativeAgent

 

that itrequests the continuation of a [Eurocurrency; BA] Loan under the CreditAgreement as follows:(1)

 

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

 

1.             Dateof Conversion.  The date upon whichsuch conversion is to occur is                     ,20    .

 

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

 

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

 

----

 

3.             InterestPeriod.  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.             Dateof Conversion.  The date upon whichsuch 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.             Amountto be Converted.  The requestedaggregate 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

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EXHIBIT D to

Credit and Guarantee Agreement

 

Calculation of Additional Cost

 

1.             TheAdditional Cost is an addition to the interest rate in relation to the cost ofcompliance with the requirements of the Bank of England and/or the FinancialServices Authority (or, in either case, any other authority which replaces allor any of its functions).

 

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

 

3.             TheAdditional Cost Rate for any Lender lending from a lending office in the UnitedKingdom will be calculated by the General Administrative Agent as follows:

 
| AB + C(B - D) + E*x*0.01 |   per cent. per annum |
|--------------------------|---------------------------------|
| 100 - (A + C)            |

 

Where:

 

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

 

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

 

C                                        isthe percentage (if any) of Eligible Liabilities which the Reference Bank isrequired from time to time to maintain as interest bearing Special Depositswith the Bank of England.

 

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

 

E                                         isthe rate of charge payable by the Reference Bank to the Financial ServicesAuthority pursuant to the Fees Regulations (but, for this purpose, ignoring anyminimum fee required pursuant to the Fees Regulations) and expressed in poundsper £1,000,000 of the Fee Base of the Reference Bank.

 

----

 

4.             Forthe purposes of this Schedule:

 

(a)                                  “EligibleLiabilities” and “Special Deposits” have the meanings given to themfrom time to time under or pursuant to the Bank of England Act 1998 or (as maybe appropriate) by the Bank of England;

 

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

 

(C)                                “FeeBase” has the meaning given to it, and will be calculated in accordancewith, the Fees Regulations.

 

5.             Inapplication of the above formula, A, B, C and D will be included in the formulaas percentages (i.e. 5 per cent. will be included in the formula as 5and not as 0.05).  A negative resultobtained by subtracting D from B shall be taken as zero.  The resulting figures shall be rounded tofour decimal places.

 

6.             TheGeneral Administrative Agent shall have no liability to any Person if suchdetermination results in an Additional Cost Rate which over or undercompensates any Lender.

 

7.             Anydetermination by the General Administrative Agent pursuant to this Schedule inrelation to a formula, the Additional Cost, an Additional Cost Rate or anyamount payable to a Lender shall, in the absence of manifest error, beconclusive and binding on the Borrowers and the Lenders.

 

8.             TheGeneral Administrative Agent may from time to time, after consultation with theCompany and the Lenders, determine and notify to the Borrowers and the Lendersany amendments which are required to be made to this Schedule in order tocomply with any change in law, regulation or any requirements from time to timeimposed by the Bank of England or the Financial Services Authority (or, in anycase, any other authority which replaces all or any of its functions) and anysuch determination shall, in the absence of manifest error, be conclusive andbinding on the Borrowers and the Lenders.

 

2

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EXHIBIT E-1 to

Credit and Guarantee Agreement

 

[OPINION OF ROPES & GRAY LLP]

 

----

 

EXHIBIT E-2 to

Credit and Guarantee Agreement

 

[OPINION OF MACFARLANES]

 

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EXHIBIT E-3 to

Credit and Guarantee Agreement

 

[OPINION OF GENERAL COUNSEL OF REEBOKINTERNATIONAL 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]

 

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EXHIBIT F-1

 

FORM OF COMPETITIVE BID REQUEST

 

Credit Suisse,Cayman Islands Branch,as General Administrative Agentfor the Lenders referred to below,Eleven Madison AvenueNew York, NY 10010Attention:  Agency Group

 

[Date]

 

Ladies andGentlemen:

 

Theundersigned, Reebok International Ltd. (the “Company”), refers to theCredit and Guarantee Agreement, dated as of July 1, 2005 (as itmay hereafter be amended, modified, extended or restated from time to time, the“Agreement”), among the Company, Reebok UK, Reebok Canada, Sport, theLenders named therein, the Syndication Agent, Credit Suisse, as GeneralAdministrative Agent and Credit Suisse, Toronto Branch, as Canadian AdministrativeAgent.  Capitalized terms used and nototherwise defined herein shall have the meanings assigned to such terms in theAgreement.

 

The Companyhereby gives you notice pursuant to subsection 5.1(a) of the Agreementthat the Company requests a Competitive Borrowing under the Agreement, and inthat connection sets forth below the terms on which such Competitive Borrowingis 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 |   |   |

 

Uponacceptance of any or all of the Loans offered by the Lenders in response tothis request by the Company, the Company shall be deemed to have

----

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

(2)          EurocurrencyLoan or Fixed Rate Loan.

 

----

 

represented and warranted thatthe conditions to lending specified in subsection 8.2 of the Agreementhave been satisfied.

 
|   | Very truly yours,          |
|--------|----------------------------|
|   |                       |
|   | REEBOK INTERNATIONAL LTD., |
|   |                       |
|   |                       |
|   | By:                        |   |   |
|   |                       |   Name: |
|   |                       |   Title: |

 

2

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EXHIBIT F-2

 

FORM OF NOTICE OF COMPETITIVE BID REQUEST

 

[Name ofLender][Address]

 

[Date]

 

Attention:  [                         ]

 

Ladies andGentlemen:

 

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

 

The Companymade 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 Bidmust comply with subsection 5.1(b) of the Agreement and the terms setforth below on which the Competitive Bid Request was made(5):

 

----

(4)    The Competitive Bid must bereceived by the General Administrative Agent (i) in the case of EurocurrencyCompetitive Borrowing, not later than 9:30 a.m., New York City time, threeBusiness Days before a proposed Competitive Loan, and (ii) in the case of FixedRate Loans, not later than 11:30 a.m., New York City time, one Business Daybefore a proposed Competitive Borrowing.

 

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

 

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| (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 (andin integral multiples of $ 1,000,000) and not more than the total RevolvingCommitments then available.

 

(7)    Eurocurrency Loan or FixedRate Loan.

 

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

 

2

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EXHIBIT F-3

 

FORM OF COMPETITIVE BID

 

Credit Suisse,Cayman Islands Branch,as General Administrative Agentfor the Lenders referred to below,Eleven Madison AvenueNew York, NY 10010Attention:  Agency Group

 

[Date]

 

Ladies andGentlemen:

 

Theundersigned, [Name of Lender], refers to the Credit and Guarantee Agreement,dated as of July 1, 2005 (as it may hereafter be amended, modified, extended orrestated from time to time, the “Agreement”), among Reebok InternationalLtd. (the “Company”), Reebok UK, Reebok Canada, Sport, the Lenders namedtherein, the Syndication Agent, Credit Suisse, as General Administrative Agentand Credit Suisse , Toronto Branch, as Canadian Administrative Agent.  Capitalized terms used and not otherwisedefined herein shall have the meanings assigned to such terms in the Agreement.

 

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

 
| Principal  Amount(9)                      |   |   |
|-------------------------------------------|--------|--------|
|                                      |   |   |
| Competitive  Bid Rate(10)                 |   |   |
|                                      |   |   |
| Interest  Period and last day thereof(11) |   |   |

 

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

 

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

 

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

 

----

 

Theundersigned hereby confirms that it is prepared, subject to the conditions setforth 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

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EXHIBIT F-4

 

FORM OF COMPETITIVE BID ACCEPT/REJECT LETTER

 

Credit Suisse,Cayman Islands Branch,as General Administrative Agentfor the Lenders referred to below,Eleven Madison AvenueNew York, NY 10010Attention:  Agency Group

 

[Date]

 

Ladies andGentlemen:

 

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

 

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

 
| **Principal Amount** | ** ** | **Fixed Rate/Margin**          | ** ** | **Lender** |
|----------------------|------------|--------------------------------|------------|------------|
|                 |       |                           |       |       |
| $                    |       | [%]/[+/-[   ]%] |       |       |
|                 |       |                           |       |       |
| $                    |       | [%]/[+/-[   ]%] |       |       |

 

We herebyreject 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: |

 

2

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