AMENDMENT NO. 1 TO CREDIT AGREEMENT
This AMENDMENT NO. 1 (this "Amendment") to the Credit
Agreement (as defined below) is entered into as of October
31, 1995 by and among Reebok International Ltd., a Massachusetts
corporation (the "Borrower"), the banks and financial
institutions party to the Credit Agreement (together with their
respective permitted assignees, the "Lenders"), and Credit
Suisse, a bank organized under the laws of Switzerland, as
Administrative Agent for the Lenders (in such capacity, the
"Administrative Agent"), and Credit Suisse, as Arranger (the
"Arranger").
WHEREAS, the Borrower, the Lenders and the Administrative
Agent are party to a Credit Agreement dated as of November 1,
1994 (as amended, supplemented or modified from time to time, the
"Credit Agreement"; capitalized terms used but not defined herein
shall have their respective meanings specified in the Credit
Agreement); and
WHEREAS, the Borrower has requested that the Lenders and
the Administrative Agent agree, and the Lenders and the
Administrative Agent are willing, to amend the Credit Agreement,
on the terms and conditions of this Amendment.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
Section 1. Amendments. Subject to the satisfaction of the
conditions to effectiveness specified in Section 5 hereof, the
Credit Agreement shall be amended as follows:
(a) The Recital to the Credit Agreement is hereby
amended by deleting the number "$200,000,000" therein and
substituting the number "$150,000,000" therefor.
(b) Section 1.01 of the Credit Agreement is hereby
amended by amending the definition of "Applicable Margin" to
read in its entirety as follows:
"Applicable Margin" means 0.19%."
(c) Section 2.04(a) of the Credit Agreement is hereby
amended to read in its entirety as follows:
"(a) Facility Fee. The Borrower agrees to pay to
the Administrative Agent, for the ratable accounts
of the Lenders, a facility fee (the "Facility
Fee") on the average daily Commitment of each
Lender, whether used or unused, from the date
hereof, in the case of each Lender that is
signatory hereto, and from the effective date
specified in the Assignment and Acceptance
pursuant to which it became a Lender, in the case
of each other Lender, until the Commitment
Termination Date, at the rate of 0.06% per annum.
The Facility Fee shall be payable quarterly in
arrears on the last Business Day of each December,
March, June and September, and on the Commitment
Termination Date."
(d) Section 2.05(b) of the Credit Agreement is hereby
amended to read in its entirety as follows:
"(b) Facility Termination. The Facility shall be
terminated on the date (the "Commitment Termination
Date") that is the earlier of (x) October 30, 1996 and
(y) the date upon which the Borrower terminates in
whole the Commitments of the Lenders in accordance with
Section 2.05(a)."
(e) Section 8.07(a) of the Credit Agreement is hereby
amended by deleting the number "$13,333,333.33" therein and
substituting the number "$10,000,000.00" therefor.
(f) Schedule I to the Credit Agreement shall be
amended and restated in its entirety as set forth on Annex A
hereto.
Section 2. Assignment and Acceptances. Notwithstanding
anything to the contrary contained in Section 8.07 to the Credit
Agreement, (i) the assignment of Commitments pursuant to the
Assignment and Acceptances executed and delivered by the Lenders
on the Amendment Closing Date in order to effect this Amendment
shall be permitted under the Credit Agreement and (ii) no
processing and recordation fee shall apply in connection with
such Assignment and Acceptances.
Section 3. Representations and Warranties. The Borrower
represents and warrants as of the date hereof that: (a) this
Amendment has been duly executed and delivered by the Borrower
and that this Amendment constitutes the Borrower's legal, valid
and binding obligation, enforceable against the Borrower in
accordance with its terms, (b) no Default has occurred and is
continuing and(c) the representations and warranties made or
deemed to have been made by the Borrower in Article IV of the
Credit Agreement are true and correct in all material respects on
and as of the date hereof (or, if any such representation or
warranty is expressly stated to have been made as of a specific
earlier date, as of such date). It shall be an Event of Default
for all purposes of the Credit Agreement if any of the
representations and warranties made herein shall be, or shall
prove to have been, false or misleading as of the time made in
any material respect.
Section 4. No Other Amendments or Consents. Except as
specifically provided in this Amendment, no other consents,
waivers or amendments are made or permitted hereby to the Credit
Agreement. All other terms and conditions of the Credit
Agreement remain in full force and effect and apply fully to this
Amendment.
Section 5. Effectiveness. This Amendment shall become
effective on October 31, 1995 (the "Amendment Closing Date");
provided, that the following conditions precedent to
effectiveness shall have been satisfied on or before the
Amendment Closing Date (including, without limitation, that each
document to be received by the Administrative Agent shall be in
form and substance satisfactory to the Administrative Agent):
(a) The Administrative Agent shall have received
counterparts of this Amendment, duly executed by the
Borrower, the Administrative Agent and the Lenders;
(b) The Administrative Agent shall have received
all Fees that are due and expenses (as provided in
Section 8.04 of the Credit Agreement and as otherwise
agreed between the Borrower and the Administrative
Agent, the Arranger or any Lender) of the
Administrative Agent, the Arranger and the Lenders that
are due to the extent such Fees and expenses have been
presented to the Borrower for payment;
(c) The Administrative Agent shall have received
duly executed copies of Assignment and Acceptances
pursuant to Section 8.07 of the Credit Agreement as are
necessary to effect this Amendment;
(d) The Administrative Agent shall have received
a copy of the articles of organization of the Borrower
and each amendment thereto, certified as of a recent
date prior to the Amendment Closing Date by the
Secretary of State of The Commonwealth of Massachusetts
as being a true and correct copy thereof;
(e) The Administrative Agent shall have received
a copy of (x) a certificate or certificates of the
Secretary of State of The Commonwealth of
Massachusetts, dated as of a recent date prior to the
Amendment Closing Date, listing the charter and all
amendments thereto of the Borrower on file in his or
her office and certifying that (A) such amendments are
the only amendments to the Borrower's charter on file
in his or her office, and (B) the Borrower is duly
incorporated and in good standing under the laws of
such state and (y) a certificate of the Massachusetts
Department of Revenue as to the tax good standing of
the Borrower under the laws of The Commonwealth of
Massachusetts (or a certificate of the Treasurer of the
Borrower regarding same in form and substance
reasonably satisfactory to the Administrative Agent to
be followed by a certificate of the Massachusetts
Department of Revenue as soon as practicable);
(f) The Administrative Agent shall have received
a certificate of the Borrower, signed on behalf of the
Borrower by its President or any Vice President and the
Clerk or any Assistant Clerk, dated the Amendment
Closing Date, certifying as to (A) the absence of any
amendments to the articles of organization of the
Borrower since the date of the Secretary of State's
certificate referred to in Section 5(e) hereof, (B) a
true and correct copy of the bylaws of the Borrower as
in effect on the Amendment Closing Date, (C) the due
organization and good standing of the Borrower as a
corporation under the laws of its state of
incorporation, and the absence of any proceeding for
the dissolution or liquidation of the Borrower, (D) the
truth in all material respects of the representations
and warranties contained herein, (E) the absence of any
event occurring and continuing, or resulting from the
Borrowing(s) (if any), on the Amendment Closing Date
that constitutes a Default, (F) the adoption of
resolutions by the Executive Committee of the Board of
Directors of the Borrower in the form attached thereto
authorizing and approving this Amendment, and that such
resolutions have not been rescinded, modified or
amended and remain in full force and effect, (G) other
documents evidencing other necessary corporate action
and governmental approvals, if any, with respect to
this Amendment, and (H) the names and true signatures
of the officers of the Borrower authorized to sign this
Amendment and the other documents to be delivered
hereunder;
(g) The Administrative Agent shall have received
a favorable opinion of Ropes & Xxxx, counsel to the
Borrower, in substantially the form of Exhibit A
hereto, given upon the express instructions of the
Borrower, and as to such other matters as any Lender
through the Administrative Agent may reasonably
request; and
(h) The Administrative Agent shall have received
such other documents as the Administrative Agent or any
Lender may reasonably request.
Upon such effectiveness, the Administrative Agent shall promptly
notify the Borrower and each of the Lenders of such
effectiveness.
Section 6. Counterparts. This Amendment may be executed in
any number of counterparts, each of which shall be identical and
all of which, when taken together, shall constitute one and the
same instrument, and any of the parties hereto may execute this
Amendment by signing any such counterpart.
Section 7. Binding Effect. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
Section 8. Governing Law. This Amendment shall be governed
by, and construed in accordance with, the laws of the State of
New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above
written.
REEBOK INTERNATIONAL LTD.,
as Borrower
By: /s/ Xxx X. Xxxxxxx
Name: Xxx X. Xxxxxxx
Title: Treasurer
CREDIT SUISSE, as Administrative Agent
By: /s/ Xxxxxxx X. Xxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Associate
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Associate
Lenders:
CREDIT SUISSE
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Member of Senior Management
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Member of Senior Management
ABN AMRO BANK N.V.
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Assistant Vice President
CIBC, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxxxx
Name: Xxxxxxxxxxx X. Xxxxxxxxxxx
Title: Vice President
CITIBANK, N.A.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Authorized Signatory
ISTITUTO BANCARIO SAN PAOLO DI TORINO
By: /s/ Xxxxxx X. XxXxxxx
Name: Xxxxxx X. XxXxxxx
Title: Vice President
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Vice President
STANDARD CHARTERED BANK
By: /s/ Xxxxx X. Cutting
Name: Xxxxx X. Cutting
Title: Senior Vice President
THE BANK OF TOKYO TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Xxxxxxx X. Xxxx, Xx.
Name: Xxxxxxx X. Xxxx, Xx.
Title: Director
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
Annex A
SCHEDULE I
Lenders and Commitments
Lender Commitment
CREDIT SUISSE $22,500,000.00
- Domestic Lending Office:
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
- Notices:
Relationship: Xxxx Xxxxxxxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Administration: Xxxxx Xxxxxxxxx
Credit Suisse/Ref: Reebok
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
- Eurodollar Lending Office:
Credit Suisse New York Branch
c/o Credit Suisse
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
- Remittance Instructions:
Credit Suisse
Federal Reserve Bank of New York
ABA # 0000-0000-0
For Further Credit to: Credit Suisse
New York Account # 00000000
Attention: Loan Department
Re: Reebok International Ltd.
Lender Commitment
ABN AMRO BANK N.V. $19,000,000.00
- Domestic Lending Office:
ABN AMRO Bank N.V.
Cayman Islands Branch
c/o ABN AMRO New York
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
- Notices:
Relationship: Xxxxx X. Xxxxx
ABN AMRO Bank N.V.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Telex: 216308
Administration: Xxxxx X. Xxxxxxxx
ABN AMRO Bank N.V.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Telex: 216308
- Eurodollar Lending Office:
(same as domestic lending office)
- Remittance Instructions:
ABN AMRO Bank N.V.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
ABA # 026 009580
Capital ABN AMRO Bank N.V. Boston
Account # 651 0010 27841
Re: Reebok International Ltd.
Lender Commitment
CITIBANK, N.A. $19,000,000.00
- Domestic Lending Office:
Citibank, N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
- Notices:
Relationship: Imran Kuresky/Xxxxxx Xxxx
000 Xxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Administration: Xxxxxx Xxxxxxxxx
000 Xxxx Xxxxxx
00xx Xxxxx, Xxxx 00
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
- Eurodollar Lending Office:
(same as domestic lending office)
- Remittance Instructions:
Credit to Citibank, N.A.
000 Xxxx Xx.
Xxx Xxxx, XX 00000
ABA # 0000-0000-0
WGC Loan Payment
Account #4054-8046
Re: Reebok International Ltd.
Lender Commitment
CIBC, INC. $16,500,000.00
- Domestic Lending Office:
Canadian Imperial Bank
of Commerce
000 Xxxxxxxxx Xxx.
Xxx Xxxx, XX 00000
- Notices:
Relationship: Xxxxxxxxxxx X. Xxxxxxxxxxx
Canadian Imperial Bank of
Commerce
000 Xxxxxxxxx Xxx.
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Administration: Xxxx Xxxx
0000 Xxxxx Xxxxx Xxxx, Xxxxx
0000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
- Eurodollar Lending Office:
(same as domestic lending office)
- Remittance Instructions:
(VIA FED)
Xxxxxx Guaranty
00 Xxxx Xx.
Xxx Xxxx, XX 00000
ABA # 000-000-000
Favor of CIBC
Acct. # 000-00-000
Lender Commitment
CREDIT LYONNAIS $16,500,000.00
NEW YORK BRANCH/CAYMAN ISLAND BRANCH
- Domestic Lending Office:
Credit Lyonnais New York Branch
1301 Ave. of the Americas
Xxx Xxxx, XX 00000
- Notices:
Relationship: Xxxxx X. Xxxxxxx
Assistant Vice President
Credit Lyonnais
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Administration: Xxxx X. Xxxxx
Credit Lyonnais
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
- Eurodollar Lending Office:
Credit Lyonnais Cayman Island Branch
c/o Credit Lyonnais New York Branch
1301 Ave. of the Americas
Xxx Xxxx, XX 00000
- Remittance Instructions:
F/O Credit Lyonnais New York Branch
ABA # 000000000
Attn: Loan Servicing
Re: Reebok International Ltd.
Lender Commitment
WACHOVIA BANK OF GEORGIA, N.A. $16,500,000.00
- Domestic Lending Office:
Wachovia Bank of Georgia, N.A.
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, XX 00000
- Notices:
Relationship: Xxx Xxxxx
Xxxxx X. Xxxxxx
U.S. Corporate Division
Wachovia Corporate Services, Inc.
000 Xxxxxxxxx Xxxxxx, X.X. XX 000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Telex: 542553
Answerback: WACH FEX-ATL
Administration: Xxxx Xxxxx
U.S. Corporate Division
Wachovia Corporate Services Inc.
000 Xxxxxxxxx Xxxxxx, X.X. XX 000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Telex: 542553
Answerback: WACH FEX-ATL
- Eurodollar Lending Office:
(same as domestic lending office)
- Remittance Instructions:
Wachovia Bank of Georgia, N.A.
Atlanta, GA
ABA # 000-000-000
Account # 00-000-000
Attn: Loan Specialist
Lender Commitment
THE BANK OF TOKYO TRUST COMPANY $10,000,000.00
- Domestic Lending Office:
The Bank of Tokyo Trust Company
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
- Notices:
Relationship: Xxxxxxx X. Xxxxxx
Vice President and Manager
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Adminstration: Xxxxxxx Xxxxxxx
Harborside Financial Center
00 Xxxxxxxx Xxxxx, Xxxxx 0
Xxxxxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
- Eurodollar Lending Office:
(same as domestic lending office)
- Remittance Instructions:
The Bank of Tokyo Trust Company
New York, NY
ABA # 026-009687
Attn: Loan Administration Department
Acct # : 97770477
Re: Reebok International Ltd.
Lender Commitment
THE FIRST NATIONAL BANK OF BOSTON $10,000,000.00
- Domestic Lending Office:
The First National Bank of Boston
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
- Notices:
Relationship: Xxxxxxx X. Xxxx, Xx.
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Administration: Xxxxxx Xxxxx
Commercial Loan Service
000 Xxxx Xxxxx Xxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
- Eurodollar Lending Office:
(same as domestic lending office)
- Remittance Instructions:
Bank of Boston
000 Xxxxxxx Xxxxxx
Xxxxxx, XX
ABA # 000-000-000
Attn: Commercial Loan Services
Admin # 42, Xxxxxx Xxxxx
For: Reebok
Lender Commitment
ISTITUTO BANCARIO SAN PAOLO $10,000,000.00
DI TORINO SPA
- Domestic Lending Office:
Istituto Bancario San Paolo di Torino SPA
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Telex No: 220045 SPAOL UR
- Notices:
Relationship: Xxxx Xxxxxx
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Administration: Xxxx Xxxxxx
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
- Eurodollar Lending Office:
Istituto Bancario San Paolo di Torino Bahamas SPA
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
- Remittance Instructions:
First Chicago International
New York
ABA # 000-000-000
San Paolo Bank
Acct. # No: 0000000
Lender Commitment
STANDARD CHARTERED BANK $10,000,000.00
- Domestic Lending Office:
Standard Chartered Bank
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Telex No: 232120
Answerback: SCBNYUW
- Notices:
Relationship: Xxxxx Xxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Administration: Xxxxx Xxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
- Eurodollar Lending Office:
(same as domestic lending office)
- Remittance Instructions:
Standard Chartered Bank
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
ABA # 0000-0000-0
Attn: Loan Accounting A/C # 0000000
Re: Reebok Int'l Ltd.
AMENDMENT NO. 1 TO LOAN AGREEMENT
This AMENDMENT NO. 1 (this "Amendment") to the Loan
Agreement (as defined below) is entered into as of October 31,
1995 by and among Reebok International Ltd., a Massachusetts
corporation (the "Borrower"), the banks and financial
institutions party to the Loan Agreement (together with their
respective permitted assignees, the "Lenders"), and Credit
Suisse, a bank organized under the laws of Switzerland, as
Administrative Agent for the Lenders (in such capacity, the
"Administrative Agent"), and Credit Suisse, as Arranger (the
"Arranger").
WHEREAS, the Borrower, the Lenders and the Administrative
Agent are party to a Loan Agreement dated as of November 1, 1994
(as amended, supplemented or modified from time to time, the
"Loan Agreement"; capitalized terms used but not defined herein
shall have their respective meanings specified in the Loan
Agreement); and
WHEREAS, the Borrower has requested that the Lenders
and the Administrative Agent agree, and the Lenders and the
Administrative Agent are willing, to amend the Loan Agreement,
on the terms and conditions of this Amendment.
NOW, THEREFORE, in consideration of the premises and
the mutual agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
Section 1. Amendments. Subject to the satisfaction of
the conditions to effectiveness specified in Section 5 hereof,
the Loan Agreement shall be amended as follows:
(a) The Recital to the Loan Agreement is hereby
amended by deleting the number "$100,000,000" therein and
substituting the number "$150,000,000" therefor.
(b) Section 1.01 of the Loan Agreement is hereby
amended by amending the definition of "Applicable Margin" to
read in its entirety as follows:
"Applicable Margin" means (i) 0.18% so long as Senior
Unsecured Debt of the Borrower shall be rated at least
AA- by S&P and Aa3 by Xxxxx'x, (ii) 0.16% so long as
Senior Unsecured Debt of the Borrower shall be rated at
least A- by S&P and A3 by Xxxxx'x, (iii) 0.225% so long
as Senior Unsecured Debt of the Borrower shall be rated
at least BBB by S&P and Baa2 by Xxxxx'x, (iv) 0.35% so
long as Senior Unsecured Debt of the Borrower shall be
rated at least BBB- by S&P and Baa3 by Xxxxx'x and (v)
0.60% at any other time (including, without limitation,
any time that there shall be Senior Unsecured Debt of
the Borrower outstanding and not rated by both S&P and
Xxxxx'x); provided that if there shall be no Senior
Unsecured Debt of the Borrower outstanding at any time,
the Applicable Margin shall be determined by reference
to the most recent previously existing ratings of
Senior Unsecured Debt of the Borrower. Any change in
the Applicable Margin as provided above shall be
effective as of the date on which the rating change is
first announced by either S&P or Xxxxx'x and shall
apply until the date immediately preceding the date of
the announcement of the next such rating change."
(c) Section 2.04(a) of the Loan Agreement is
hereby amended to read in its entirety as follows:
"(a) Facility Fee. The Borrower agrees to pay to the
Administrative Agent, for the ratable accounts of the
Lenders, a facility fee (the "Facility Fee") on the
average daily Commitment of each Lender, whether used
or unused, from the date hereof, in the case of each
Lender that is signatory hereto, and from the effective
date specified in the Assignment and Acceptance
pursuant to which it became a Lender, in the case of
each other Lender, until the Commitment Termination
Date, at the rate of (i) 0.07% per annum so long as
Senior Unsecured Debt of the Borrower shall be rated at
least AA- by S&P and Aa3 by Xxxxx'x, (ii) 0.09% per
annum so long as Senior Unsecured Debt of the Borrower
shall be rated at least A- from S&P and A3 by Xxxxx'x,
(iii) 0.125% per annum so long as Senior Unsecured
Debt of the Borrower shall be rated at least BBB by
S&P and Baa2 by Xxxxx'x, (iv) 0.20% per annum so long
as Senior Unsecured Debt of the Borrower shall be rated
at least BBB- by S&P and Baa3 by Xxxxx'x and (v) 0.275%
per annum at any other time (including, without
limitation, any time that there shall be Senior
Unsecured Debt of the Borrower outstanding and not
rated by both S&P and Xxxxx'x); provided that if there
shall be no Senior Unsecured Debt of the Borrower
outstanding at any time, the Facility Fee shall be
determined by reference to the most recent previously
existing ratings of Senior Unsecured Debt of the
Borrower. Any change in the Facility Fee as provided
above shall be effective as of the date on which the
rating change is first announced by either S&P or
Xxxxx'x and shall apply until the date immediately
preceding the date of the announcement of the next such
rating change. The Facility Fee shall be payable
quarterly in arrears on the last Business Day of each
December, March, June and September, and on the
Commitment Termination Date."
(d) Section 2.05(b) of the Loan Agreement is hereby
amended to read in its entirety as follows:
"(b) Facility Termination. The Facility
shall be terminated on the date (the
"Commitment Termination Date") that is the
earlier of (x) November 1, 2000 and (y) the
date upon which the Borrower terminates in
whole the Commitments of the Lenders in
accordance with Section 2.05(a)."
(e) Section 8.07(a) of the Loan Agreement is hereby
amended by deleting the number "$6,666,666.66" therein and
substituting the number "$10,000,000.00" therefor.
(f) Schedule I to the Loan Agreement is hereby
amended and restated in its entirety as set forth on Annex A
hereto.
Section 2. Assignment and Acceptances. Notwithstanding
anything to the contrary contained in Section 8.07 to the Loan
Agreement, (i) the assignment of Commitments pursuant to the
Assignment and Acceptances executed and delivered by the Lenders
on the Amendment Closing Date in order to effect this Amendment
shall be permitted under the Loan Agreement and (ii) no
processing and recordation fee shall apply in connection with
such Assignment and Acceptances.
Section 3. Representations and Warranties. The Borrower
represents and warrants as of the date hereof that: (a) this
Amendment has been duly executed and delivered by the Borrower
and that this Amendment constitutes the Borrower's legal, valid
and binding obligation, enforceable against the Borrower in
accordance with its terms, (b) no Default has occurred and is
continuing and (c) the representations and warranties made or
deemed to have been made by the Borrower in Article IV of the
Loan Agreement are true and correct in all material respects on
and as of the date hereof (or, if any such representation or
warranty is expressly stated to have been made as of a specific
earlier date, as of such date). It shall be an Event of Default
for all purposes of the Loan Agreement if any of the
representations and warranties made herein shall be, or shall
prove to have been, false or misleading as of the time made in
any material respect.
Section 4. No Other Amendments or Consents. Except as
specifically provided in this Amendment, no other consents,
waivers or amendments are made or permitted hereby to the Loan
Agreement. All other terms and conditions of the Loan Agreement
remain in full force and effect and apply fully to this
Amendment.
Section 5. Effectiveness. This Amendment shall become
effective on October 31, 1995 (the "Amendment Closing Date");
provided, that the following conditions precedent to
effectiveness shall have been satisfied on or before the
Amendment Closing Date (including, without limitation, that each
document to be received by the Administrative Agent shall be in
form and substance satisfactory to the Administrative Agent):
(a) The Administrative Agent shall have received
counterparts of this Amendment, duly executed by the
Borrower, the Administrative Agent and the Lenders;
(b) The Administrative Agent shall have received all
Fees that are due and expenses (as provided in Section 8.04
of the Loan Agreement and as otherwise agreed between the
Borrower and the Administrative Agent, the Arranger or any
Lender) of the Administrative Agent, the Arranger and the
Lenders that are due to the extent such Fees and expenses
have been presented to the Borrower for payment;
(c) The Administrative Agent shall have received duly
executed copies of Assignment and Acceptances pursuant to
Section 8.07 of the Loan Agreement as are necessary to
effect this Amendment;
(d) The Administrative Agent shall have received a
copy of the articles of organization of the Borrower and
each amendment thereto, certified as of a recent date prior
to the Amendment Closing Date by the Secretary of State of
The Commonwealth of Massachusetts as being a true and
correct copy thereof;
(e) The Administrative Agent shall have received a
copy of (x) a certificate or certificates of the Secretary
of State of The Commonwealth of Massachusetts, dated as of a
recent date prior to the Amendment Closing Date, listing
the charter and all amendments thereto of the Borrower on
file in his or her office and certifying that (A) such
amendments are the only amendments to the Borrower's charter
on file in his or her office, and (B) the Borrower is duly
incorporated and in good standing under the laws of such
state and (y) a certificate of the Massachusetts Department
of Revenue as to the tax good standing of the Borrower under
the laws of The Commonwealth of Massachusetts (or a
certificate of the Treasurer of the Borrower regarding same
in form and substance reasonably satisfactory to the
Administrative Agent to be followed by a certificate of the
Massachusetts Department of Revenue as soon as practicable);
(f) The Administrative Agent shall have received a
certificate of the Borrower, signed on behalf of the
Borrower by its President or any Vice President and the
Clerk or any Assistant Clerk, dated the Amendment Closing
Date, certifying as to (A) the absence of any amendments to
the articles of organization of the Borrower since the date
of the Secretary of State's certificate referred to in
Section 5(e) hereof, (B) a true and correct copy of the
bylaws of the Borrower as in effect on the Amendment Closing
Date, (C) the due organization and good standing of the
Borrower as a corporation under the laws of its state of
incorporation, and the absence of any proceeding for the
dissolution or liquidation of the Borrower, (D) the truth in
all material respects of the representations and warranties
contained herein, (E) the absence of any event occurring and
continuing, or resulting from the Borrowing(s) (if any), on
the Amendment Closing Date that constitutes a Default, (F)
the adoption of resolutions by the Executive Committee of
the Board of Directors of the Borrower in the form attached
thereto authorizing and approving this Amendment, and that
such resolutions have not been rescinded, modified or
amended and remain in full force and effect, (G) other
documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to this
Amendment, and (H) the names and true signatures of the
officers of the Borrower authorized to sign this Amendment
and the other documents to be delivered hereunder;
(g) The Administrative Agent shall have received a
favorable opinion of Ropes & Xxxx, counsel to the Borrower,
in substantially the form of Exhibit A hereto, given upon
the express instructions of the Borrower, and as to such
other matters as any Lender through the Administrative Agent
may reasonably request; and
(h) The Administrative Agent shall have received such
other documents as the Administrative Agent or any Lender
may reasonably request.
Upon such effectiveness, the Administrative Agent shall promptly
notify the Borrower and each of the Lenders of such
effectiveness.
Section 6. Counterparts. This Amendment may be executed in
any number of counterparts, each of which shall be identical and
all of which, when taken together, shall constitute one and the
same instrument, and any of the parties hereto may execute this
Amendment by signing any such counterpart.
Section 7. Binding Effect. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
Section 8. Governing Law. This Amendment shall be governed
by, and construed in accordance with, the laws of the State of
New York.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the day and year first
above written.
REEBOK INTERNATIONAL LTD.,
as Borrower
By: /s/ Xxx X. Xxxxxxx
Name: Xxx X. Xxxxxxx
Title: Treasurer
CREDIT SUISSE, as Administrative Agent
By: /s/ Xxxxxxx X. Xxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Associate
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Associate
Lenders:
CREDIT SUISSE
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Member of Senior Management
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Member of Senior Management
ABN AMRO BANK N.V.
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Assistant Vice President
CIBC, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxxxx
Name: Xxxxxxxxxxx X. Xxxxxxxxxxx
Title: Vice President
CITIBANK, N.A.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Authorized Signatory
ISTITUTO BANCARIO SAN PAOLO DI TORINO
By: /s/ Xxxxxx X. XxXxxxx
Name: Xxxxxx X. XxXxxxx
Title: Vice President
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Vice President
STANDARD CHARTERED BANK
By: /s/ Xxxxx X. Cutting
Name: Xxxxx X. Cutting
Title: Senior Vice President
THE BANK OF TOKYO TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Xxxxxxx X. Xxxx, Xx.
Name: Xxxxxxx X. Xxxx, Xx.
Title: Director
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
Annex A
SCHEDULE I
Lenders and Commitments
Lender Commitment
CREDIT SUISSE $22,500,000.00
- Domestic Lending Office:
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
- Notices:
Relationship: Xxxx Xxxxxxxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Administration: Xxxxx Xxxxxxxxx
Credit Suisse/Ref: Reebok
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
- Eurodollar Lending Office:
Credit Suisse New York Branch
c/o Credit Suisse
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
- Remittance Instructions:
Credit Suisse
Federal Reserve Bank of New York
ABA # 0000-0000-0
For Further Credit to: Credit Suisse
New York Account # 00000000
Attention: Loan Department
Re: Reebok International Ltd.
Lender Commitment
ABN AMRO BANK N.V. $19,000,000.00
- Domestic Lending Office:
ABN AMRO Bank N.V.
Cayman Islands Branch
c/o ABN AMRO New York
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
- Notices:
Relationship: Xxxxx X. Xxxxx
ABN AMRO Bank N.V.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Telex: 216308
Administration: Xxxxx X. Xxxxxxxx
ABN AMRO Bank N.V.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Telex: 216308
- Eurodollar Lending Office:
(same as domestic lending office)
- Remittance Instructions:
ABN AMRO Bank N.V.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
ABA # 026 009580
Capital ABN AMRO Bank N.V. Boston
Account # 651 0010 27841
Re: Reebok International Ltd.
Lender Commitment
CITIBANK, N.A. $19,000,000.00
- Domestic Lending Office:
Citibank, N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
- Notices:
Relationship: Imran Kuresky/Xxxxxx Xxxx
000 Xxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Administration: Xxxxxx Xxxxxxxxx
000 Xxxx Xxxxxx
00xx Xxxxx, Xxxx 00
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
- Eurodollar Lending Office:
(same as domestic lending office)
- Remittance Instructions:
Credit to Citibank, N.A.
000 Xxxx Xx.
Xxx Xxxx, XX 00000
ABA # 0000-0000-0
WGC Loan Payment
Account #4054-8046
Re: Reebok International Ltd.
Lender Commitment
CIBC, INC. $16,500,000.00
- Domestic Lending Office:
Canadian Imperial Bank of Commerce
000 Xxxxxxxxx Xxx.
Xxx Xxxx, XX 00000
- Notices:
Relationship: Xxxxxxxxxxx X. Xxxxxxxxxxx
Canadian Imperial Bank of Commerce
000 Xxxxxxxxx Xxx.
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Administration: Xxxx Xxxx
0000 Xxxxx Xxxxx Xxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
- Eurodollar Lending Office:
(same as domestic lending office)
- Remittance Instructions:
(VIA FED)
Xxxxxx Guaranty
00 Xxxx Xx.
Xxx Xxxx, XX 00000
ABA # 000-000-000
Favor of CIBC
Acct. # 000-00-000
Lender Commitment
CREDIT LYONNAIS $16,500,000.00
NEW YORK BRANCH/CAYMAN ISLAND BRANCH
- Domestic Lending Office:
Credit Lyonnais New York Branch
1301 Ave. of the Americas
Xxx Xxxx, XX 00000
- Notices:
Relationship: Xxxxx X. Xxxxxxx
Assistant Vice President
Credit Lyonnais
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Administration: Xxxx X. Xxxxx
Credit Lyonnais
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
- Eurodollar Lending Office:
Credit Lyonnais Cayman Island Branch
c/o Credit Lyonnais New York Branch
1301 Ave. of the Americas
Xxx Xxxx, XX 00000
- Remittance Instructions:
F/O Credit Lyonnais New York Branch
ABA # 000000000
Attn: Loan Servicing
Re: Reebok International Ltd.
Lender Commitment
WACHOVIA BANK OF GEORGIA, N.A. $16,500,000.00
- Domestic Lending Office:
Wachovia Bank of Georgia, N.A.
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, XX 00000
- Notices:
Relationship: Xxx Xxxxx
Xxxxx X. Xxxxxx
U.S. Corporate Division
Wachovia Corporate Services, Inc.
000 Xxxxxxxxx Xxxxxx, X.X. XX 000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Telex: 542553
Answerback: WACH FEX-ATL
Administration: Xxxx Xxxxx
U.S. Corporate Division
Wachovia Corporate Services, Inc.
000 Xxxxxxxxx Xxxxxx, X.X. XX 000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Telex: 542553
Answerback: WACH FEX-ATL
- Eurodollar Lending Office:
(same as domestic lending office)
- Remittance Instructions:
Wachovia Bank of Georgia, N.A.
Atlanta, GA
ABA # 000-000-000
Account # 00-000-000
Attn: Loan Specialist
Lender Commitment
THE BANK OF TOKYO TRUST COMPANY $10,000,000.00
- Domestic Lending Office:
The Bank of Tokyo Trust Company
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
- Notices:
Relationship: Xxxxxxx X. Xxxxxx
Vice President and Manager
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Adminstration: Xxxxxxx Xxxxxxx
Harborside Financial Center
00 Xxxxxxxx Xxxxx, Xxxxx 0
Xxxxxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
- Eurodollar Lending Office:
(same as domestic lending office)
- Remittance Instructions:
The Bank of Tokyo Trust Company
New York, NY
ABA # 026-00968 7
Attn: Loan Administration Department
Acct # : 97770477
Re: Reebok International Ltd.
Lender Commitment
THE FIRST NATIONAL BANK OF BOSTON $10,000,000.00
- Domestic Lending Office:
The First National Bank of Boston
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
- Notices:
Relationship: Xxxxxxx X. Xxxx, Xx.
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Administration: Xxxxxx Xxxxx
Commercial Loan Service
000 Xxxx Xxxxx Xxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
- Eurodollar Lending Office:
(same as domestic lending office)
- Remittance Instructions:
Bank of Boston
000 Xxxxxxx Xxxxxx
Xxxxxx, XX
ABA # 000-000-000
Attn: Commercial Loan Services
Admin # 42, Xxxxxx Xxxxx
For: Reebok
Lender Commitment
ISTITUTO BANCARIO SAN PAOLO DI TORINO SPA $10,000,000.00
- Domestic Lending Office:
Istituto Bancario San Paolo di Torino SPA
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Telex No: 220045 SPAOL UR
- Notices:
Relationship: Xxxx Xxxxxx
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Administration: Xxxx Xxxxxx
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
- Eurodollar Lending Office:
Istituto Bancario San Paolo di Torino Bahamas SPA
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
- Remittance Instructions:
First Chicago International
New York
ABA # 026-009-797
San Paolo Bank
Acct. # No: 0000000
Lender Commitment
STANDARD CHARTERED BANK $10,000,000.00
- Domestic Lending Office:
Standard Chartered Bank
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Telex No: 232120
Answerback: SCBNYUW
- Notices:
Relationship: Xxxxx Xxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Administration: Xxxxx Xxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
- Eurodollar Lending Office
(same as domestic lending office)
- Remittance Instructions:
Standard Chartered Bank
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
ABA # 0260-0256-1
Attn: Loan Accounting A/C # 0000000
Re: Reebok Int'l Ltd.
