REEBOK INTERNATIONAL LTD.
AND
BANKBOSTON, N.A.
(F/K/A/ THE FIRST NATIONAL BANK OF BOSTON)
AS RIGHTS AGENT
COMMON STOCK RIGHTS AGREEMENT
AMENDMENT NO. 4
This Agreement, dated as of May 26, 1999 (this "Agreement"), is between
Reebok International Ltd., a Massachusetts corporation (the "Company") and
BankBoston, N.A., as Rights Agent:
WHEREAS, pursuant to Section 27 of the Rights Agreement (as defined
below), the Company may from time to time supplement or amend the Rights
Agreement in accordance with the provisions of Section 27 thereof;
WHEREAS, the Company desires to make an amendment to the Rights
Agreement; and
WHEREAS, the execution and delivery of this Agreement by the Company
and the Rights Agent have been in all respects duly authorized by each of them;
Accordingly, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. RIGHTS AGREEMENT; DEFINITIONS. This Agreement amends the Common
Stock Rights Agreement dated as of June 14, 1990 among the parties hereto (as in
effect prior to giving effect to this Agreement, the "Rights Agreement"). Terms
defined in the Rights Agreement as amended hereby (the Amended Rights
Agreement") and not otherwise defined herein are used with the meaning so
defined.
2. AMENDMENT OF RIGHTS AGREEMENT. Effective upon the date hereof, the
Rights Agreement is amended as follows:
2.1 AMENDMENT TO SECTION 21. Section 21 of the Rights
Agreement is amended to delete the phrase at the end of the sixth
sentence thereof which reads "a combined capital and surplus of at
least $50,000,000" and replace it with the phrase "a combined capital
and surplus of at least $10,000,000."
3. GENERAL. This Agreement and the Amended Rights Agreement referred to
herein constitute the entire understanding of the parties with respect to the
subject matter hereof. Except as expressly provided for herein, the provisions
of the Rights Agreement shall continue in full force and effect and shall not be
affected or modified in any way by this Agreement.
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This Agreement may be executed in any number of counterparts, which together
shall constitute one instrument, and shall bind and inure to the benefit of the
parties and their respective successors and assigns. This Agreement shall be
governed by and construed in accordance with the laws (other than the conflict
of law rules) of The Commonwealth of Massachusetts.
Each of the undersigned has caused this Agreement to be executed and
delivered by its duly authorized officer as an agreement under seal as of the
date first written above.
REEBOK INTERNATIONAL LTD.
By: /s/ XXXXX XXXXXX
Name: Xxxxx Xxxxxx
Title: Senior Vice President
and General Counsel
BANKBOSTON, N.A.
(f/k/a The First National Bank of Boston)
as Rights Agent
By: /s/ XXXXXXXXX XXXXXXXX
Name: Xxxxxxxxx Xxxxxxxx
Title: Administration Manager
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