Exhibit 4.2
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of
February 28, 2001 by and between Reebok International Ltd., a Massachusetts
corporation (the "Company"), and Credit Suisse First Boston Corporation (the
"Initial Purchaser"), pursuant to the Purchase Agreement, dated February 22,
2001 (the "Purchase Agreement"), between the Company and the Initial Purchaser.
In order to induce the Initial Purchaser to enter into the Purchase Agreement,
the Company has agreed to provide the registration rights set forth in this
Agreement. The execution of this Agreement is a condition to the closing under
the Purchase Agreement.
The Company agrees with the Initial Purchaser, (i) for its benefit as
Initial Purchaser and (ii) for the benefit of the beneficial owners (including
the Initial Purchaser) from time to time of the 4 1/4% Convertible Debentures
due March 1, 2021 (the "Securities") and the beneficial owners from time to time
of the Underlying Common Shares (as defined herein) issued upon conversion of
the Securities or in payment of the purchase price of a purchase of Securities
by the Company on any of March 1, 2008, March 1, 2011 or March 1, 2016 (each of
the foregoing a "Holder" and together the "Holders"), as follows:
Section 1. Definitions. Capitalized terms used herein without
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definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following terms shall have the
following meanings:
"Affiliate." With respect to any specified person, an "affiliate," as
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defined in Rule 144, of such person.
"Business Day." Each Monday, Tuesday, Wednesday, Thursday and Friday
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that is not a day on which banking institutions in the City of New York are
authorized or obligated by law or executive order to close.
"Common Shares." The shares of common stock, $.01 par value, of the
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Company and any other shares of capital stock as may constitute "Common Shares"
for purposes of the Indenture, including the Underlying Common Shares.
"Company." Company shall have the meaning set forth in the preamble to
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this Agreement.
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"Conversion Price." Conversion Price shall have the meaning assigned to
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such term in the Indenture.
"Damages Accrual Period." See Section 2(e) hereof.
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"Damages Payment Date." Each March 1 and September 1 in the case of
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Securities and the Underlying Common Shares.
"Deferral Notice." See Section 3(i) hereof.
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"Deferral Period." See Section 3(i) hereof.
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"Effectiveness Deadline Date." See Section 2(a) hereof.
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"Effectiveness Period." The period of two years from the later of the
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(a) Issue Date or (b) the last date of original issuance of the Securities, or
such shorter period ending on the date that all Registrable Securities have
ceased to be Registrable Securities.
"Event." See Section 2(e) hereof.
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"Event Date." See Section 2(e) hereof.
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"Event Termination Date." See Section 2(e) hereof.
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"Exchange Act." The Securities Exchange Act of 1934, as amended, and the
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rules and regulations of the SEC promulgated thereunder.
"Filing Deadline Date." See Section 2(a) hereof.
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"Holder." See the second paragraph of this Agreement.
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"Indenture." The Indenture dated as of the date hereof between the
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Company, and State Street Bank and Trust Company, as trustee, pursuant to which
the Securities are being issued.
"Initial Purchaser." Credit Suisse First Boston Corporation.
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"Initial Shelf Registration Statement." See Section 2(a) hereof.
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"Issue Date." means February 28, 2001.
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"Liquidated Damages Amount." See Section 2(e) hereof.
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"Material Event." See Section 3(i) hereof.
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"Notice and Questionnaire." A written notice delivered to the Company
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containing substantially the information called for by the Selling Security
Holder Notice and Questionnaire attached as Annex A to the Offering Circular of
the Company dated February 22, 2001 relating to the Securities.
"Notice Holder." On any date, any Holder that has delivered a Notice and
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Questionnaire to the Company on or prior to such date.
"Prospectus." The prospectus included in any Registration Statement
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(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 415 promulgated under the Securities Act), as
amended or supplemented by any amendment or prospectus supplement, including
post-effective amendments, and all materials incorporated by reference or
explicitly deemed to be incorporated by reference in such Prospectus.
"Purchase Agreement." See the first paragraph of this Agreement.
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"Record Holder." With respect to any Damages Payment Date relating to
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any Securities or Underlying Common Shares as to which any Liquidated Damages
Amount has accrued, the registered Holder of such Security or Underlying Common
Shares, as the case may be, the first day of the month of the next succeeding
Damages Payment Date, or when the Event is cured, the registered Holder on the
date of such cure.
"Registrable Securities." The Securities and the Underlying Common
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Shares, until such securities have been converted or exchanged, and, at all
times subsequent to any such conversion or exchange, any securities into or for
which such securities have been converted or exchanged, and any security issued
with respect thereto upon any stock dividend, split or similar event until, in
the case of any such security, the earliest of (i) its effective registration
under the Securities Act and resale in accordance with the Registration
Statement covering it, (ii) expiration of the holding period that would be
applicable thereto under Rule 144(k) were it not held by an Affiliate of the
Company or (iii) its sale to the public pursuant to Rule 144.
"Registration Expenses." See Section 5 hereof.
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"Registration Statement." Any registration statement of the Company that
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covers any of the Registrable Securities pursuant to the provisions of this
Agreement, including the
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Prospectus, amendments and supplements to such registration statement, including
post-effective amendments, all exhibits, and all materials incorporated by
reference or explicitly deemed to be incorporated by reference in such
registration statement.
"Restricted Securities." As this term is defined in Rule 144.
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"Rule 144." Rule 144 under the Securities Act, as such Rule may be
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amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.
"Rule 144A." Rule 144A under the Securities Act, as such Rule may be
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amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.
"SEC." The Securities and Exchange Commission.
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"Securities." The 4 1/4% Convertible Debentures due March 1, 2021 of
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the Company to be purchased pursuant to the Purchase Agreement.
"Securities Act." The Securities Act of 1933, as amended, and the rules
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and regulations promulgated by the SEC thereunder.
"Shelf Registration Statement." See Section 2(a) hereof.
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"Subsequent Shelf Registration Statement." See Section 2(b) hereof.
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"TIA." The Trust Indenture Act of 1939, as amended.
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"Trustee." State Street Bank and Trust Company (or any successor
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entity), the Trustee under the Indenture.
"Underlying Common Shares." The Common Shares into which the Securities
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are convertible or issued upon any such conversion or in payment of the purchase
price of a purchase of the Securities by the Company on any of March 1, 2008,
March 1, 2011 or March 1, 2016.
Section 2. Shelf Registration. (a) The Company shall prepare and
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file, or cause to be prepared and filed, with the SEC, as soon as practicable
but in any event by the date (the "Filing Deadline Date") ninety (90) days after
the Issue Date, a Registration Statement for an offering to be made on a delayed
or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf
Registration Statement") registering the resale from time to time by Holders
thereof of all of the Registrable Securities (the "Initial Shelf Registration
Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or
another
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appropriate form permitting registration of such Registrable Securities for
resale by such Holders in accordance with the methods of distribution elected by
the Holders and set forth in the Initial Shelf Registration Statement; provided,
that in no event will such method(s) of distribution take the form of an
underwritten offering of the Registrable Securities without the prior written
agreement of the Company. The Company shall use reasonable efforts to cause the
Initial Shelf Registration Statement to be declared effective under the
Securities Act as promptly as is practicable, but in any event by the date (the
"Effectiveness Deadline Date") that is two hundred and ten (210) days after the
Issue Date, and to keep the Initial Shelf Registration Statement (or any
Subsequent Shelf Registration Statement) continuously effective under the
Securities Act until the expiration of the Effectiveness Period. At the time the
Initial Shelf Registration Statement is declared effective, each Holder that
became a Notice Holder on or prior to the date ten (10) Business Days prior to
such time of effectiveness shall be named as a selling securityholder in the
Initial Shelf Registration Statement and the related Prospectus in such a manner
as to permit such Holder to deliver such Prospectus to purchasers of Registrable
Securities in accordance with applicable law. None of the securityholders of the
Company (other than the Holders of Registrable Securities) shall have the right
to include any of the securities of the Company in the Shelf Registration
Statement.
(b) If the Initial Shelf Registration Statement or any
Subsequent Shelf Registration Statement ceases to be effective for any reason at
any time during the Effectiveness Period, the Company shall use all reasonable
efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within thirty (30) days of such
cessation of effectiveness amend the Shelf Registration Statement in a manner
reasonably expected to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional Shelf Registration Statement
covering all of the securities that as of the date of such filing are
Registrable Securities (a "Subsequent Shelf Registration Statement"). If a
Subsequent Shelf Registration Statement is filed, the Company shall use all
reasonable efforts to cause the Subsequent Shelf Registration Statement to
become effective as promptly as is practicable after such filing and to keep
such Registration Statement (or subsequent Shelf Registration Statement)
continuously effective until the end of the Effectiveness Period.
(c) The Company shall supplement and amend the Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement, if required by the Securities Act or, to the extent to
which the Company does not reasonably object, as reasonably requested by the
Initial Purchaser or by the Trustee on behalf of the registered Holders.
(d) Each Holder of Registrable Securities agrees that if such
Holder wishes to sell Registrable Securities pursuant to a Shelf Registration
Statement and related Prospectus, it will do so only in accordance with this
Section 2(d) and Section 3(i). Each
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Holder of Registrable Securities wishing to sell Registrable Securities pursuant
to a Shelf Registration Statement and related Prospectus agrees to deliver a
Notice and Questionnaire to the Company at least five (5) Business Days prior to
any intended distribution of Registrable Securities under the Shelf Registration
Statement. From and after the date the Initial Shelf Registration Statement is
declared effective, the Company shall, as promptly as is practicable after the
date a Notice and Questionnaire is delivered, (i) if required by applicable law,
file with the SEC a post-effective amendment to the Shelf Registration Statement
or prepare and, if required by applicable law, file a supplement to the related
Prospectus or a supplement or amendment to any document incorporated therein by
reference or file any other document required by the SEC so that the Holder
delivering such Notice and Questionnaire is named as a selling securityholder in
the Shelf Registration Statement and the related Prospectus in such a manner as
to permit such Holder to deliver such Prospectus to purchasers of the
Registrable Securities in accordance with applicable law and, if the Company
shall file a post-effective amendment to the Shelf Registration Statement, use
reasonable efforts to cause such post-effective amendment to be declared
effective under the Securities Act as promptly as is practicable; (ii) provide
such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii)
notify such Holder as promptly as practicable after the effectiveness under the
Securities Act of any post-effective amendment filed pursuant to Section
2(d)(i); provided, that if such Notice and Questionnaire is delivered during a
Deferral Period, the Company shall so inform the Holder delivering such Notice
and Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Deferral Period in accordance with Section
3(i); provided, further, that if under applicable law the Company has more than
one option as to the type or manner of making any such filing, as set forth in
an opinion of nationally-recognized counsel experienced in such matters
delivered by the Holder to the Company, they will make the required filing or
filings in the manner or of a type that is reasonably expected to result in the
earliest availability of the Prospectus for effecting resales of Registrable
Securities. Notwithstanding anything contained herein to the contrary, the
Company shall be under no obligation to name any Holder that is not a Notice
Holder as a selling securityholder in any Registration Statement or related
Prospectus; provided, however, that any Holder that becomes a Notice Holder
pursuant to the provisions of Section 2(d) of this Agreement (whether or not
such Holder was a Notice Holder at the time the Registration Statement was
initially declared effective) shall be named as a selling securityholder in the
Registration Statement or related Prospectus subject to and in accordance with
the requirements of this Section 2(d).
(e) The parties hereto agree that the Holders of the
Registrable Securities will suffer damages, and that it would not be feasible to
ascertain the extent of such damages with precision, if (i) the Initial Shelf
Registration Statement has not been filed on or prior to the Filing Deadline
Date, (ii) the Initial Shelf Registration Statement has not been declared
effective under the Securities Act on or prior to the Effectiveness Deadline
Date, or (iii) the aggregate duration of Deferral Periods in any period exceeds
the number of
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days permitted in respect of such period pursuant to Section 3(i) hereof (each
of the events of a type described in any of the foregoing clauses (i) through
(iii) are individually referred to herein as an "Event," and the Filing Deadline
Date in the case of clause (i), the Effectiveness Deadline Date in the case of
clause (ii) and the date on which the aggregate duration of Deferral Periods in
any period exceeds the number of days permitted by Section 3(i) hereof in the
case of clause (iii), being referred to herein as an "Event Date"). Events shall
be deemed to continue until the "Event Termination Date," which shall be the
following dates with respect to the respective types of Events: the date the
Initial Shelf Registration Statement is filed in the case of an Event of the
type described in clause (i), the date the Initial Shelf Registration Statement
is declared effective under the Securities Act in the case of an Event of the
type described in clause (ii), termination of the Deferral Period that caused
the limit on the aggregate duration of Deferral Periods in a period set forth in
Section 3(i) to be exceeded in the case of the commencement of an Event of the
type described in clause (iii).
Accordingly, commencing on (and including) any Event Date and ending on
(but excluding) the next date on which there are no Events that have occurred
and are continuing (a "Damages Accrual Period"), the Company agrees, to pay, as
liquidated damages and not as a penalty, an amount (the "Liquidated Damages
Amount"), payable on the Damages Payment Dates to Record Holders of then
outstanding Securities that are Registrable Securities and of then outstanding
shares of Underlying Common Shares issued upon conversion of, or in payment of
the purchase price of, Securities that are Registrable Securities, as the case
may be, accruing, for each portion of such Damages Accrual Period beginning on
and including a Damages Payment Date (or, in respect of the first time that the
Liquidated Damages Amount is to be paid to Holders on a Damages Payment Date as
a result of the occurrence of any particular Event, from the Event Date) and
ending on, but excluding the first to occur of (A) the date of the end of the
Damages Accrual Period or (B) the next Damages Payment Date, (i) in respect of
each $1,000 principal amount of Securities, at a rate per annum equal to one-
quarter of one percent (0.25%) for the first 90-day period from the Event Date,
and thereafter at a rate per annum equal to one-half of one percent (0.5%) of
the principal amount of such Securities, plus accrued interest thereon to the
Damages Payment Date, and (ii) in respect of any Common Shares issued upon
conversion of each $1,000 principal amount of Securities, at a rate per annum
equal to one-quarter of one percent (0.25%) for the first 90-day period from the
Event Date, and thereafter at a rate per annum equal to one-half of one percent
(0.5%) of the principal amount of such Securities so converted, plus accrued
interest thereon to the Damages Payment Date, divided by the Conversion Price,
in each case determined as of the Business Day immediately preceding the next
Damages Payment Date; provided, that any Liquidated Damages Amount accrued with
respect to any Security or portion thereof called for redemption on a redemption
date or converted into Underlying Common Shares on a conversion date prior to
the Damages Payment Date, shall, in any such event, be paid instead to the
Holder who submitted such Security or portion thereof for
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redemption or conversion on the applicable redemption date or conversion date,
as the case may be, on such date (or promptly following the conversion date, in
the case of conversion). Notwithstanding the foregoing, no Liquidated Damages
Amounts shall accrue as to any Registrable Security from and after the earlier
of (x) the date such security is no longer a Registrable Security and (y)
expiration of the Effectiveness Period. The rate of accrual of the Liquidated
Damages Amount with respect to any period shall not exceed the rate provided for
in this paragraph notwithstanding the occurrence of multiple concurrent Events.
Following the cure of all Events requiring the payment by the Company of
Liquidated Damages Amounts to the Holders of Registrable Securities pursuant to
this Section, the accrual of Liquidated Damages Amounts will cease (without in
any way limiting the effect of any subsequent Event requiring the payment of the
Liquidated Damages Amount by the Company).
The Trustee shall be entitled, on behalf of Holders of Securities or
Underlying Common Shares, to seek any available remedy for the enforcement of
this Agreement, including for the payment of any Liquidated Damages Amount.
Notwithstanding the foregoing, the parties agree that the sole monetary damages
payable for a violation of the terms of this Agreement with respect to which
liquidated damages are expressly provided shall be such liquidated damages.
Nothing shall preclude a Notice Holder or Holder of Registrable Securities from
pursuing or obtaining specific performance or other equitable relief with
respect to this Agreement.
All of the respective obligations of the Company set forth in this
Section 2(e) that are outstanding with respect to any Registrable Security at
the time such security ceases to be a Registrable Security shall survive until
such time as all such obligations with respect to such security have been
satisfied in full (notwithstanding termination of this Agreement pursuant to
Section 8(i)).
The parties hereto agree that the liquidated damages provided for in
this Section 2(e) constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of the
Shelf Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions
hereof.
Section 3. Registration Procedures. In connection with the
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registration obligations of the Company under Section 2 hereof:
(a) Before filing any Registration Statement or Prospectus
or any amendments or supplements thereto with the SEC, the Company shall furnish
to the Initial Purchaser copies of all such documents proposed to be filed and
use reasonable efforts to reflect in each such document when so filed with the
SEC such comments as the Initial
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Purchaser reasonably shall propose within two (2) Business Days of the delivery
of such copies to the Initial Purchaser.
(b) The Company shall (i) prepare and file with the SEC such
amendments and post-effective amendments to each Registration Statement as may
be necessary to keep such Registration Statement continuously effective for the
applicable period specified in Section 2(a); (ii) cause the related Prospectus
to be supplemented by any required Prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 (or any similar provisions then in force) under
the Securities Act; and (iii) use all reasonable efforts to comply with the
provisions of the Securities Act applicable to them with respect to the
disposition of all securities covered by such Registration Statement during the
Effectiveness Period in accordance with the intended methods of disposition by
the sellers thereof set forth in such Registration Statement as so amended or
such Prospectus as so supplemented.
(c) As promptly as practicable, the Company shall give
notice to the Notice Holders (which notice shall be in a manner appropriate
under the circumstances, which may or may not be the manner of notice described
in Sections 8(b)(w) or 8(b)(x) hereof) and the Initial Purchaser (i) when any
Prospectus, Prospectus supplement, Registration Statement or post-effective
amendment to a Registration Statement has been filed with the SEC (other than a
Prospectus supplement naming additional selling Holders) and, with respect to a
Registration Statement or any post-effective amendment, when the same has been
declared effective, (ii) of any request, following the effectiveness of the
Initial Shelf Registration Statement under the Securities Act, by the SEC or any
other federal or state governmental authority for amendments or supplements to
any Registration Statement or related Prospectus or for additional information,
(iii) of the issuance by the SEC or any other federal or state governmental
authority of any stop order suspending the effectiveness of any Registration
Statement or the initiation or threatening of any proceedings for that purpose,
(iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, (v) of the occurrence of (but
not the nature of or details concerning) a Material Event (provided, however,
that no notice by the Company shall be required pursuant to this clause (v) in
the event that the Company either promptly files or causes to be filed a
Prospectus supplement to update the Prospectus or a Form 8-K or other
appropriate Exchange Act report that is incorporated by reference into the
Registration Statement, which, in either case, contains the requisite
information with respect to such Material Event that results in such
Registration Statement no longer containing any untrue statement of material
fact or omitting to state a material fact necessary to make the statements
contained therein not misleading) and (vi) of the determination by the Company
that a post-effective amendment to a Registration Statement will be filed with
the SEC, which notice may, at the discretion of the Company (or
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as required pursuant to Section 3(i)), state that it constitutes a Deferral
Notice, in which event the provisions of Section 3(i) shall apply.
(d) The Company shall use reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of a Registration Statement
or the lifting of any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any jurisdiction
in which they have been qualified for sale, in either case at the earliest
possible moment.
(e) If reasonably requested by the Initial Purchaser or any
Notice Holder, the Company shall as promptly as reasonably practicable
incorporate in a Prospectus supplement or post-effective amendment to a
Registration Statement such information as the Initial Purchaser or such Notice
Holder shall, on the basis of an opinion of nationally-recognized counsel
experienced in such matters, determine to be required to be included therein by
applicable law and make any required filings of such Prospectus supplement or
such post-effective amendment; provided, that the Company shall not be required
to take any actions under this Section 3(e) that are not, in the reasonable
opinion of counsel for the Company, required by applicable law.
(f) As promptly as reasonably practicable, the Company shall
furnish to each Notice Holder and the Initial Purchaser, upon their request and
without charge, at least one (1) conformed copy of the Registration Statement
and any amendment thereto, including financial statements, but excluding
schedules, all documents incorporated or deemed to be incorporated therein by
reference and all exhibits (unless requested in writing to the Company by such
Notice Holder or the Initial Purchaser, as the case may be).
(g) During the Effectiveness Period, the Company shall deliver
to each Notice Holder in connection with any sale of Registrable Securities
pursuant to a Registration Statement, without charge, as many copies of the
Prospectus or Prospectuses relating to such Registrable Securities (including
each preliminary prospectus) and any amendment or supplement thereto as such
Notice Holder may reasonably request; and the Company hereby consents (except
during such periods that a Deferral Notice is outstanding and has not been
revoked) to the use of such Prospectus or each amendment or supplement thereto
by each Notice Holder in connection with any offering and sale of the
Registrable Securities covered by such Prospectus or any amendment or supplement
thereto in the manner set forth therein.
(h) Prior to any public offering of the Registrable Securities
pursuant to the Shelf Registration Statement, the Company shall (i) use all
reasonable efforts to register or qualify or cooperate with the Notice Holders
in connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable
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Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any Notice Holder reasonably requests
by written notice to the Company (which request may be included in the Notice
and Questionnaire); and (ii) prior to any public offering of the Registrable
Securities pursuant to the Shelf Registration Statement, use all reasonable
efforts to keep each such registration or qualification (or exemption therefrom)
effective during the Effectiveness Period in connection with such Notice
Holder's offer and sale of Registrable Securities pursuant to such registration
or qualification (or exemption therefrom) and do any and all other acts or
things necessary or advisable to enable the disposition in such jurisdictions of
such Registrable Securities in the manner set forth in the relevant Registration
Statement and the related Prospectus; provided, that the Company will not be
required to (i) qualify as a foreign corporation or as a dealer in securities in
any jurisdiction where it would not otherwise be required to qualify but for
this Agreement or (ii) take any action that would subject it to general service
of process in suits or to taxation in any such jurisdiction where it is not then
so subject.
(i) Upon (A) the issuance by the SEC of a stop order suspending
the effectiveness of the Shelf Registration Statement or the initiation of
proceedings with respect to the Shelf Registration Statement under Section 8(d)
or 8(e) of the Securities Act, (B) the occurrence of any event or the existence
of any fact (a "Material Event"), other than a development to the extent covered
by (C) below, as a result of which any Registration Statement shall contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading,
or any Prospectus shall contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, or (C) the occurrence or existence of any pending
corporate development with respect to the Company that, in the discretion of the
Company, makes it appropriate to suspend the availability of the Shelf
Registration Statement or the Subsequent Shelf Registration Statement and the
related Prospectus, (i) in the case of clause (B) above, subject to the next
sentence, the Company shall as promptly as practicable prepare and file a post-
effective amendment to such Registration Statement or a supplement to the
related Prospectus or any document incorporated therein by reference or file any
other required document that would be incorporated by reference into such
Registration Statement and Prospectus so that such Registration Statement does
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and such Prospectus does not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder,
and, in the case of a post-effective amendment to a Registration Statement,
subject to the next sentence, use all reasonable efforts to cause it to be
declared effective as
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promptly as is reasonably practicable, and (ii) the Company shall give notice to
the Notice Holders that the availability of the Shelf Registration Statement is
suspended (a "Deferral Notice") and, upon receipt of any Deferral Notice, each
Notice Holder agrees not to sell any Registrable Securities pursuant to the
Registration Statement until such Notice Holder's receipt of copies of the
supplemented or amended Prospectus provided for in clause (i) above, or until it
is advised in writing by the Company that the Prospectus may be used, and has
received copies of any additional or supplemental filings that are incorporated
or deemed incorporated by reference in such Prospectus. The Company will use all
reasonable efforts to ensure that the use of the Prospectus may be resumed (x)
in the case of clause (A) above, as promptly as is practicable, (y) in the case
of clause (B) above, as soon as, in the sole judgment of the Company, public
disclosure of such Material Event would not be prejudicial to or contrary to the
interests of the Company or, if necessary to avoid unreasonable burden or
expense, as soon as reasonably practicable thereafter and (z) in the case of
clause (C) above, as soon as, in the discretion of the Company, such suspension
is no longer appropriate. The period during which the availability of the
Registration Statement and any Prospectus is suspended (the "Deferral Period")
shall, without the Company incurring any obligation to pay liquidated damages
pursuant to Section 2(e), not exceed forty-five (45) days in any three (3) month
period or one hundred and twenty (120) days in any twelve (12) month period.
(j) If reasonably requested by written notice to the Company in
connection with a disposition of Registrable Securities pursuant to a
Registration Statement, the Company shall make reasonably available for
inspection during normal business hours by a representative for the Notice
Holders of such Registrable Securities and any broker-dealers, attorneys and
accountants retained by such Notice Holders, all relevant financial and other
records, pertinent corporate documents and properties of the Company and its
subsidiaries, and cause the appropriate executive officers, directors and
designated employees of the Company and its subsidiaries to make reasonably
available for inspection during normal business hours all relevant information
reasonably requested by such representative for the Notice Holders or any such
broker-dealers, attorneys or accountants in connection with such disposition, in
each case as is customary for similar "due diligence" examinations; provided,
however, that such persons shall first agree in writing with the Company that
any information that is reasonably and in good faith designated by the Company
in writing as confidential at the time of delivery of such information shall be
kept confidential by such persons and shall be used solely for the purposes of
exercising rights under this Agreement, unless (i) disclosure of such
information is required by court or administrative order or is necessary to
respond to inquiries of regulatory authorities, (ii) disclosure of such
information is required by law (including any disclosure requirements pursuant
to federal securities laws in connection with the filing of any Registration
Statement or the use of any Prospectus referred to in this Agreement), (iii)
such information becomes generally available to the public other than as a
result of a disclosure or failure to safeguard by any such person or (iv) such
information
12
becomes available to any such person from a source other than the Company and
such source is not bound by a confidentiality agreement; and provided further,
that the foregoing inspection and information gathering shall, to the greatest
extent possible, be coordinated on behalf of all the Notice Holders and the
other parties entitled thereto by the counsel referred to in Section 5.
(k) The Company shall comply with all applicable rules and
regulations of the SEC and shall make generally available to its securityholders
earning statements (which need not be audited) satisfying the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule
promulgated under the Securities Act) no later than 45 days after the end of any
12-month period (or 90 days after the end of any 12-month period if such period
is a fiscal year) commencing on the first day of the Company's first fiscal
quarter commencing after the effective date of a Registration Statement, which
statements shall cover said 12-month periods.
(l) The Company shall cooperate with each Notice Holder to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities sold pursuant to a Registration Statement, and cause such
Registrable Securities to be in such denominations as are permitted by the
Indenture and registered in such names as such Notice Holder may request in
writing at least two (2) Business Days prior to any sale of such Registrable
Securities.
(m) The Company shall provide a CUSIP number for all
Registrable Securities covered by each Registration Statement not later than the
effective date of such Registration Statement and provide the Trustee for the
Securities and the transfer agent for the Common Shares with printed
certificates for the Registrable Securities that are in a form eligible for
deposit with The Depository Trust Company.
(n) The Company shall make a reasonable effort to provide such
information as is required for any filings required to be made with the New York
Stock Exchange or any other exchange or market where the Common Shares are
traded.
(o) Upon (i) the filing of the Initial Shelf Registration
Statement and (ii) the effectiveness of the Initial Shelf Registration
Statement, the Company shall announce the same, in each case by release to
Reuters Economic Services and Bloomberg Business News.
(p) The Company shall enter into such customary agreements and
take all such other reasonable necessary actions in connection therewith
(including those reasonably requested by the Holders of a majority of the
Registrable Securities being sold) in order to expedite or facilitate
disposition of such Registrable Securities; and
13
(q) The Company shall cause the Indenture to be qualified under
the TIA not later than the effective date of any Registration Statement; and in
connection therewith, cooperate with the Trustee to effect such changes to the
Indenture as may be required for the Indenture to be so qualified in accordance
with the terms of the TIA and execute, and use all reasonable efforts to cause
the Trustee to execute, all documents as may be required to effect such changes,
and all other forms and documents required to be filed with the SEC to enable
the Indenture to be so qualified in a timely manner.
Section 4. Holder's Obligations. Each Holder agrees, by acquisition of
--------------------
the Registrable Securities, that no Holder of Registrable Securities shall be
entitled to sell any of such Registrable Securities pursuant to a Registration
Statement or to receive a Prospectus relating thereto, unless such Holder has
furnished the Company with a Notice and Questionnaire as required pursuant to
Section 2(d) hereof (including the information required to be included in such
Notice and Questionnaire) and the information set forth in the next sentence.
Each Notice Holder agrees promptly to furnish to the Company all information
required to be disclosed in order to make the information previously furnished
to the Company by such Notice Holder not misleading and any other information
regarding such Notice Holder and the distribution of such Registrable Securities
as may be required to be disclosed in the Registration Statement under
applicable law or pursuant to SEC comments or as the Company may reasonably
request. Each Holder further agrees, following termination of the Effectiveness
Period, to notify the Company within ten (10) business days of request, of the
amount of Registrable Securities sold pursuant to the Registration Statement
and, in the absence of a response, the Company may assume that all of the
Holder's Registrable Securities were so sold.
Section 5. Registration Expenses. The Company shall bear all fees and
---------------------
expenses incurred in connection with the performance by the Company of its
obligations under Sections 2 and 3 of this Agreement whether or not any of the
Registration Statements are declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the New York Stock Exchange or any other exchange or market where the
Common Shares are traded and (y) of compliance with federal and state securities
or Blue Sky laws (including, without limitation, reasonable fees and
disbursements of the counsel specified in the next sentence in connection with
Blue Sky qualifications of the Registrable Securities under the laws of such
jurisdictions as the Notice Holders of a majority of the Registrable Securities
being sold pursuant to a Registration Statement may designate)), (ii) printing
expenses (including, without limitation, expenses of printing certificates for
Registrable Securities in a form eligible for deposit with The Depository Trust
Company), (iii) duplication expenses relating to copies of any Registration
Statement or Prospectus delivered to any Holders hereunder, (iv) fees and
disbursements of counsel for the
14
Company in connection with the Shelf Registration Statement, and (v) reasonable
fees and disbursements of the Trustee and its counsel and of the registrar and
transfer agent for the Common Shares. In addition, the Company shall bear or
reimburse the Notice Holders for the fees and disbursements of one firm of legal
counsel for the Holders (which shall not exceed $20,000 in the aggregate), which
shall, upon the written consent of the Initial Purchaser (which shall not be
unreasonably withheld), be a nationally recognized law firm experienced in
securities law matters designated by the Company. In addition, the Company shall
pay its internal expenses (including, without limitation, all salaries and
expenses of officers and employees performing legal or accounting duties), the
expense of any annual audit, the fees and expenses incurred in connection with
the listing of the Registrable Securities on any securities exchange on which
similar securities of the Company are then listed and the fees and expenses of
any person, including special experts, retained by the Company.
Section 6. Indemnification; Contribution. (a) The Company agrees to
-----------------------------
indemnify and hold harmless the Initial Purchaser and each Holder of Registrable
Securities and each person, if any, who controls the Initial Purchaser or any
Holder of Registrable Securities within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, as follows:
(i) against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, arising out of any untrue
statement or alleged untrue statement of a material fact contained in
the Registration Statement (or any amendment thereto), or the omission
or alleged omission therefrom of a material fact necessary in order to
make the statements therein, in light of the circumstances under which
they were made, not misleading or arising out of any untrue statement
or alleged untrue statement of a material fact included in any
preliminary prospectus or the Prospectus (or any amendment or
supplement thereto), or the omission or alleged omission therefrom of
a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading;
(ii) against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, to the extent of the aggregate
amount paid in settlement of any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or
omission, provided that (subject to Section 6(d) below) any such
settlement is effected with the prior written consent of the Company;
and
15
(iii) subject to Section 6(c) below, against any and all
expense whatsoever, as incurred (including the reasonable fees and
disbursements of counsel), reasonably incurred in investigating,
preparing or defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under (i) or
(ii) above;
provided, however, that this indemnity agreement shall not apply to any loss,
-------- -------
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by or
on behalf of the Initial Purchaser, such Holder of Registrable Securities (which
also acknowledges the indemnity provisions herein) or any person, if any, who
controls the Initial Purchaser or any such Holder of Registrable Securities
expressly for use in the Registration Statement (or any amendment thereto), or
any preliminary prospectus or the Prospectus (or any amendment or supplement
thereto); provided, further, that this indemnity agreement shall not apply to
any loss, liability, claim, damage or expense (1) arising from an offer or sale
of Registrable Securities occurring during a Deferral Period, if the Notice
Holder received a Deferral Notice, or (2) if the Holder fails to deliver at or
prior to the written confirmation of sale, the most recent Prospectus, as
amended or supplemented, and such Prospectus, as amended or supplemented, would
have corrected such untrue statement or omission or alleged untrue statement or
omission of a material fact.
(b) In connection with any Shelf Registration in which a
Holder, including, without limitation, the Initial Purchaser, of Registrable
Securities is participating, in furnishing information relating to such Holder
of Registrable Securities to the Company in writing expressly for use in such
Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto, the Holders of such Registrable Securities
agree, severally and not jointly, to indemnify and hold harmless the Initial
Purchaser and each person, if any, who controls the Initial Purchaser within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act and the Company, and each person, if any, who controls the Company within
the meaning of either such Section, against any and all loss, liability, claim,
damage and expense described in the indemnity contained in subsection (a) of
this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto), or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information (which also acknowledges the indemnity
provisions herein) furnished to the Company by or on behalf of such Holder of
Registrable Securities or any person, if any, who controls any such Holder of
Registrable Securities expressly for use in
16
the Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).
(c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it
may have otherwise than on account of this indemnity agreement. The indemnifying
party, upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and any
others the indemnifying party may designate in such proceeding and shall pay the
fees and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for (a) the fees and expenses of more than one separate firm (in
addition to any local counsel) for the Initial Purchaser, Holders of Registrable
Securities, and all persons, if any, who control the Initial Purchaser or
Holders of Registrable Securities within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, (b) the fees and expenses of
more than one separate firm (in addition to any local counsel) for the Company,
its directors and each person, if any, who controls the Company within the
meaning of either such Section, and that all such fees and expenses shall be
reimbursed as they are incurred. In the case of any such separate firm for the
Initial Purchaser, Holders of Registrable Securities, and control persons of the
Initial Purchaser and Holders of Registrable Securities, such firm shall be
designated in writing by the Initial Purchaser. In the case of any such separate
firm for the Company, and such directors, officers and control persons of the
Company, such firm shall be designated in writing by the Company. The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by the second and third sentences of this paragraph, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
17
without its written consent if (i) such settlement is entered into more than 30
days after receipt by such indemnifying party of the aforesaid request and (ii)
such indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution could be sought under this
Section 6 hereof (whether or not the indemnified parties are actual or potential
parties thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.
(d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel in accordance with Section 6(c) above, such indemnifying party agrees
that it shall be liable for any settlement of the nature contemplated by Section
6(a)(ii) effected without its written consent if (i) such settlement is entered
into more than 60 days after receipt by such indemnifying party of aforesaid
request, (ii) such indemnifying party shall have received notice of the terms of
such settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified party
in accordance with such request, if required to do so under Section 6(c) above,
prior to the date of such settlement.
(e) If the indemnification provided for in this Section 6 is
for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses
referred to therein, then each indemnifying party shall contribute to the
aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties
on the one hand and of the indemnified party on the other hand in connection
with the statements or omissions which resulted in such losses, liabilities,
claims, damages or expenses, as well as any other relevant equitable
considerations.
The relative fault of the Company on the one hand and the Holders of
the Registrable Securities or the Initial Purchaser on the other hand shall be
determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company or by the
Holder of the Registrable Securities or the Initial
18
Purchaser and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(e) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 6(e). The
aggregate amount of losses, liabilities, claims, damages and expenses incurred
by an indemnified party and referred to above in this Section 6(e) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.
Notwithstanding the provisions of this Section 6, neither the Holder of
any Registrable Securities nor the Initial Purchaser, shall be required to
indemnify or contribute any amount in excess of the amount by which the total
price at which the Registrable Securities sold by such Holder of Registrable
Securities or by the Initial Purchaser, as the case may be, and distributed to
the public were offered to the public exceeds the amount of any damages that
such Holder of Registrable Securities or the Initial Purchaser has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section 6(e), each person, if any, who controls the
Initial Purchaser or any Holder of Registrable Securities within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act shall have
the same rights to contribution as the Initial Purchaser or such Holder, and
each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act shall have the same
rights to contribution as the Company.
Section 7. Information Requirements. The Company covenants that, if
------------------------
at any time before the end of the Effectiveness Period it is not subject to the
reporting requirements of the Exchange Act, it will cooperate with any Holder of
Registrable Securities and take such further reasonable action as any Holder of
Registrable Securities may reasonably request in writing (including, without
limitation, making such reasonable representations as any such Holder may
reasonably request), all to the extent required from time to time to enable such
Holder to sell Registrable Securities without registration under
19
the Securities Act within the limitation of the exemptions provided by Rule 144
and Rule 144A under the Securities Act and customarily taken in connection with
sales pursuant to such exemptions. Upon the written request to the Company of
any Holder of Registrable Securities, the Company shall deliver to such Holder a
written statement as to whether it has complied with such filing requirements,
unless such a statement has been included in the Company's most recent report
required to be filed and filed pursuant to Section 13 or Section 15(d) of the
Exchange Act. Notwithstanding the foregoing, nothing herein shall be deemed to
require the Company to register any of its securities under any section of the
Exchange Act.
Section 8. Miscellaneous; No Conflicting Agreements. The Company is
----------------------------------------
not, as of the date hereof, a party to, nor shall it, on or after the date of
this Agreement, enter into, any agreement with respect to its securities that
conflicts with the rights granted to the Holders of Registrable Securities in
this Agreement. The Company represents and warrants that the rights granted to
the Holders of Registrable Securities hereunder do not in any way conflict with
the rights granted to the respective holders of the securities of the Company
under any other agreements.
(a) Amendments and Waivers. The provisions of this
----------------------
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of Holders of a majority of the then outstanding Underlying Common
Shares constituting Registrable Securities (with Holders of the Securities
deemed to be the Holders, for purposes of this Section, of the number of
outstanding shares of Underlying Common Shares into which such Securities are or
would be convertible or exchangeable as of the date on which such consent is
requested). Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Registrable Securities whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect the rights of other Holders of Registrable Securities may be given by
Holders of at least a majority of the Registrable Securities being sold by such
Holders pursuant to such Registration Statement; provided, that the provisions
of this sentence may not be amended, modified, or supplemented except in
accordance with the provisions of the immediately preceding sentence. Each
Holder of Registrable Securities outstanding at the time of any such amendment,
modification, supplement, waiver or consent or thereafter shall be bound by any
such amendment, modification, supplement, waiver or consent effected pursuant to
this Section 8(a), whether or not any notice, writing or marking indicating such
amendment, modification, supplement, waiver or consent appears on the
Registrable Securities or is delivered to such Holder.
20
(b) Notices. All notices and other communications provided for
-------
or permitted hereunder shall (except with respect to the notice described in
Section 3(c)) be made in writing by hand delivery, by telecopier, by courier
guaranteeing overnight delivery or by first-class mail, return receipt
requested, and shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after
being deposited with such courier, if made by overnight courier or (iv) on the
date indicated on the notice of receipt, if made by first-class mail, to the
parties as follows:
(A) if to a Holder of Registrable Securities that
is not a Notice Holder, at the address for such Holder then appearing
in the Registrar (as defined in the Indenture);
(w) if to a Notice Holder, at the most current address given by
such Holder to the Company in a Notice and Questionnaire or any amendment
thereto;
(x) if to the Company, to:
Reebok International Ltd.
▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
with a copy to:
Ropes & ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
and
21
(y) if to the Initial Purchaser, to:
Credit Suisse First Boston Corporation
Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Transactions Advisory Group
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
or to such other address as such person may have furnished to the other persons
identified in this Section 8(b) in writing in accordance herewith.
(A) Approval of Holders. Whenever the consent or
-------------------
approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the
Company or its affiliates (as such term is defined in Rule 405 under
the Securities Act) (other than the Initial Purchaser or subsequent
Holders of Registrable Securities if such subsequent Holders are
deemed to be such affiliates solely by reason of their holdings of
such Registrable Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such
required percentage.
(c) Successors and Assigns. Any person who purchases any
----------------------
Registrable Securities from the Initial Purchaser shall be deemed, for purposes
of this Agreement, to be an assignee of the Initial Purchaser. This Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
each of the parties and shall inure to the benefit of and be binding upon each
Holder of any Registrable Securities.
(d) Counterparts. This Agreement may be executed in any number
------------
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be original and all of which taken
together shall constitute one and the same agreement.
(e) Headings. The headings in this Agreement are for
--------
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
(f) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
-------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
22
(g) Severability. If any term, provision, covenant or
------------
restriction of this Agreement is held to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated thereby, and the parties hereto
shall use their best efforts to find and employ an alternative means to achieve
the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction, it being intended that all of the rights and
privileges of the parties shall be enforceable to the fullest extent permitted
by law.
(h) Entire Agreement. This Agreement is intended by the parties
----------------
as a final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and the registration rights
granted by the Company with respect to the Registrable Securities. Except as
provided in the Purchase Agreement, there are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein,
with respect to the registration rights granted by the Company with respect to
the Registrable Securities. This Agreement supersedes all prior agreements and
undertakings among the parties with respect to such registration rights.
(i) Termination. This Agreement and the obligations of the
parties hereunder shall terminate upon the end of the Effectiveness Period,
except for any liabilities or obligations under Sections 4, 5 or 6 hereof and
the obligations to make payments of and provide for liquidated damages under
Section 2(e) hereof to the extent such damages accrue prior to the end of the
Effectiveness Period, each of which shall remain in effect in accordance with
its terms.
23
IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.
REEBOK INTERNATIONAL LTD.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
By: __________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
Accepted as of the date
first above written:
CREDIT SUISSE FIRST BOSTON CORPORATION
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
By:_________________________________________
Authorized Signatory
24