EXCHANGE AGENCY AGREEMENTExchange Agency Agreement • October 26th, 2004 • Reebok International LTD • Rubber & plastics footwear • Massachusetts
Reebok International Ltd., a Massachusetts corporation, (the “Company”) intends to make an offer (the “Exchange Offer”) to exchange up to $350,000,000 aggregate principal amount of its new Series B 2% Convertible Debentures due May 1, 2024 (the “New Securities”) issued by the Company pursuant to a Registration Statement of which the Prospectus (as defined below) is a part, for a like principal amount of outstanding 2% Convertible Debentures due May 1, 2024 (the “Old Securities”) issued by the Company. The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated October 26, 2004 (the “Prospectus”), proposed to be distributed to all holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the “Securities.” Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Prospectus, dated as of October 26, 2004.
