TERM AND REVOLVING FACILITIES AGREEMENT

BIRKENSTOCK LIMITED PARTNER S.À R.L.

(as the Company)

provided by

COMMERZBANK AKTIENGESELLSCHAFT

BNP PARIBAS S.A. NIEDERLASSUNG DEUTSCHLAND

ING BANK, A BRANCH OF ING-DIBA AG

LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE

LANDESBANK BADEN-WÜRTTEMBERG, NEW YORK BRANCH

LANDESBANK BADEN-WÜRTTEMBERG

JPMORGAN CHASE BANK, N.A., LONDON BRANCH

DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN

HSBC CONTINENTAL EUROPE S.A., GERMANY

and

GOLDMAN SACHS BANK USA

(as the Original Lenders)

with

COMMERZBANK AKTIENGESELLSCHAFT

(as Documentation Agent)

GOLDMAN SACHS BANK USA

(as Agent)

and

GOLDMAN SACHS BANK USA

(as Security Agent)

Doc#: Europe1:2606413v10

Project Sole: Term and Revolving Facilities Agreement

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Schedule 1 The Original Parties

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Schedule 2 Conditions Precedent

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Schedule 3 Requests and Notices Form of Utilisation Request – Loans

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Schedule 4 Form of Transfer Certificate

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Schedule 5 Form of Assignment Agreement

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Schedule 6 Form of Accession Deed

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Schedule 7 Form of Resignation Letter

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Schedule 8 Form of Compliance Certificate

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Schedule 9 Timetables

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Schedule 10 Agreed Security Principles

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Schedule 11 Form of Increase Confirmation

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Schedule 12 Forms of Notifiable Debt Purchase Transaction Notice

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Schedule 13 Forms of Additional Facility Notifications

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Schedule 14 Compounded Rate Terms

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Schedule 15 Daily Non-Cumulative Compounded RFR Rate

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i

(1)

BIRKENSTOCK LIMITED PARTNER S.à r.l., a private company with limited liability incorporated under the laws of Luxembourg, having its registered office at 40, avenue Monterey, L-2163 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies' Register under registration number B252419 (the "Company");

(2)

Birkenstock GROUP B.V. & Co. KG, a German limited liability partnership (B.V. & Co. KG), having its registered office at Burg Ockenfels, 53545 Linz am Rhein, Germany, registered in the commercial register of the local court (Amtsgericht) of Montabaur under registration number HRA 22603 ("Birkenstock Group B.V. & CO. KG");

(3)

Birkenstock US Bidco, Inc., a corporation incorporated under the laws of the State of Delaware, having its registered office at c/o CSC, 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808, registered in the State of Delaware under registration number 5199441 ("Birkenstock US");

(4)

THE ENTITIES listed in Part I (The Original Obligors) of Schedule 1 (The Original Parties) as original borrowers (the "Original Borrowers");

(5)

THE ENTITIES listed in Part I (The Original Obligors) of Schedule 1 (The Original Parties) as original guarantors (the "Original Guarantors");

(6)

THE FINANCIAL INSTITUTIONS listed in Part II (The Original Lenders) of Schedule 1 (The Original Parties) as Lenders (the "Original Lenders");

(7)

COMMERZBANK AKTIENGESELLSCHAFTas documentation agent for the Original Lenders (the "Documentation Agent");

(8)

GOLDMAN SACHS BANK USAas agent of the other Finance Parties (the "Agent"); and

(9)

GOLDMAN SACHS BANK USA security agent for the Secured Parties (the "Security Agent").

1.

Definitions and Interpretation

1.1

Definitions

In this Agreement:

"Acceptable Bank" means:

(a)

a bank or financial institution which has a long term unsecured credit rating of at least BBB- by S&P or Fitch or at least Baa3 by Moody's or a comparable rating from an internationally recognised credit rating agency, or any bank or financial institution which (having previously satisfied such requirement) ceases to satisfy the foregoing ratings requirement for a period of not more than three (3) Months (an "Acceptable Rated Bank");

(b)

any Finance Party or any Affiliate of a Finance Party;

(c)

any other bank or financial institution on the Approved List or which otherwise provides banking services to the Group and is notified in writing to the Agent on or before the Closing Date; and

(d)

any other bank or financial institution approved by the Agent (acting reasonably) or providing banking services to a business or entity acquired by a member of the Group, provided that such services are terminated and moved to a bank or financial institution falling under another limb of this definition within six (6) Months of completion of the relevant acquisition.

"Acceptable Nation" means Australia, Canada, any member state of the EU, Japan, Switzerland, the UK, the US, or any other state, country or sub-division of a country which has a rating for its short-term unsecured and non credit-enhanced debt obligations of A-1 or higher by S&P or F1 or higher by Fitch or P-1 or higher by Moody's or by an instrumentality or agency of any such government having an equivalent credit rating or which state or country has been approved by the Agent (acting on the instructions of the Majority Lenders).

"Acceptable Rated Bank" has the meaning given to that term in paragraph (a) of the definition of Acceptable Bank.

"Accession Deed" means a document substantially in the form set out in Schedule 6 (Form of Accession Deed) or any other form agreed between the Agent and the Company (each acting reasonably).

"Accounting Period" means:

(a)

the accounting period of the relevant Financial Reporting Entity commencing on the date of incorporation of the relevant Financial Reporting Entity and ending on 30 September 2024; and

(b)

each fiscal year or other equivalent accounting period of the relevant Financial Reporting Entity ending on the Accounting Reference Date in each subsequent year.

"Accounting Principles" means, in respect of any member of any Financial Reporting Group, at its election, GAAP, International Financial Reporting Standards (formerly International Accounting Standards) endorsed from time to time by the EU or the International Accounting Standards Board (or any variation thereof) or generally accepted accounting principles in its jurisdiction of incorporation, in each case to the extent applicable to the relevant financial statements and as applied by such Financial Reporting Entity or that member of the Financial Reporting Group from time to time.

"Accounting Reference Date" means 30 September, or otherwise, the accounting reference date of the relevant Financial Reporting Entity.

"Acquired Indebtedness" means Indebtedness:

(a)

of a person or any of its Subsidiaries existing at the time such person becomes a Restricted Subsidiary;

(b)

assumed in connection with the acquisition of assets from such person, in each case whether or not Incurred by such person in connection with such person becoming a Restricted Subsidiary or such acquisition; or

(c)

of a person at the time such person merges with or into or consolidates or otherwise combines with the Company or any Restricted Subsidiary,

provided that Acquired Indebtedness shall be deemed to have been Incurred, with respect to:

(i)

paragraph (a) above, on the date such person becomes a Restricted Subsidiary;

(ii)

paragraph (b) above, on the date of consummation of such acquisition of assets; and

(iii)

paragraph (c) above, on the date of the relevant merger, consolidation or other combination.

"Acquired Person or Asset" means:

(a)

a person that merges with or into or consolidates or otherwise combines with any Restricted Subsidiary (or any member of the Group) after the Closing Date; or

(b)

assets of, or shares (or other ownership interests) in, any person listed in paragraphs (a) or (b) above, or otherwise acquired after the Closing Date.

"Additional Borrower" means a person which becomes a Borrower in accordance with Clause 29 (Changes to the Obligors).

"Additional Business Day" means, in relation to a Compounded Rate Currency, any day specified as such in the applicable Compounded Rate Terms.

"Additional Facility" means one or more additional facilities made available pursuant to Clause 2.2 (Additional Facilities) which are documented under this Agreement including as new or existing facility commitment(s) and/or as an additional tranche or class of, or an increase of, or an extension of, any existing Facility or a previously incurred Additional Facility (including, in each case, term or revolving facilities, and including for the avoidance of doubt any Additional Revolving Facility).

"Additional Facility Borrower" means:

(a)

any member of the Group which is specified as a borrower under an Additional Facility in the applicable Additional Facility Notice and which:

(i)

is a Borrower under this Agreement; or

(ii)

accedes as an Additional Borrower in accordance with Clause 29 (Changes to the Obligors); and

(b)

any member of the Group which accedes as an Additional Borrower under the relevant Additional Facility in accordance with Clause 29 (Changes to the Obligors),

unless, in each case, it has ceased to be a Borrower in accordance with Clause 29 (Changes to the Obligors).

"Additional Facility Commencement Date" means in respect of an Additional Facility, the date, as elected by the Company, specified as the Additional Facility Commencement Date (being any date when the relevant Additional Facility is committed or available for utilisation or such other date specified by the Company) in the Additional Facility Notice relating to that Additional Facility.

"Additional Facility Commitment" means:

(a)

in relation to an Additional Facility Lender, the amount in the Base Currency set out in each Additional Facility Notice signed by that Additional Facility Lender and the amount of any other Additional Facility Commitment transferred to or assumed by it under this Agreement (including in accordance with Clause 2.2 (Additional Facilities) or Clause 2.3 (Increase)); and

(b)

in relation to any other Lender, the amount in the Base Currency of any Additional Facility Commitment transferred to or assumed by it under this Agreement (including in accordance with Clause 2.2 (Additional Facilities) or Clause 2.3 (Increase)),

to the extent:

(i)

not cancelled, reduced or transferred by it under this Agreement; and

(ii)

not deemed to be zero (0) pursuant to Clause 28 (Debt Purchase Transactions).

"Additional Facility Lender" means any Lender or other bank, trust, financial institution, fund, entity or other person which signs an Additional Facility Notice and confirms its willingness to provide all or a part of an Additional Facility.

"Additional Facility Lender Accession Notice" means a notice substantially in the form set out in Part I (Form of Additional Facility Lender Accession Notice) of Schedule 13 (Forms of Additional Facility Notifications) or any other form agreed between the Agent and the Company (each acting reasonably).

"Additional Facility Loan" means a loan made or to be made under any Additional Facility or the principal amount outstanding for the time being of that loan.

"Additional Facility Notice" means, in respect of an Additional Facility, a notice substantially in the form set out in Part II (Form of Additional Facility Notice) of Schedule 13 (Forms of Additional Facility Notifications) (or any other form agreed between the Agent and the Company (each acting reasonably)) delivered by the Company to the Agent in accordance with Clause 2.2 (Additional Facilities).

"Additional Guarantor" means any person which becomes an Additional Guarantor in accordance with Clause 29 (Changes to the Obligors).

"Additional Obligor" means an Additional Borrower or an Additional Guarantor.

"Additional Revolving Facility" means any Additional Facility which is designated as a Revolving Facility in an Additional Facility Notice.

"Additional Revolving Facility Borrower" means:

(a)

any member of the Group which is specified as a borrower under an Additional Revolving Facility in the applicable Additional Facility Notice and which:

(i)

is a Borrower under this Agreement; or

(ii)

accedes as an Additional Borrower in accordance with Clause 29 (Changes to the Obligors); and

(b)

any member of the Group which accedes as an Additional Borrower under the relevant Additional Facility in accordance with Clause 29 (Changes to the Obligors),

unless, in each case, it has ceased to be a Revolving Facility Borrower in accordance with Clause 29 (Changes to the Obligors).

"Additional Revolving Facility Commitment" means:

(a)

in relation to an Additional Revolving Facility Lender, the amount in the Base Currency set out in each Additional Facility Notice signed by that Additional Revolving Facility Lender and the amount of any other Additional Revolving Facility Commitment transferred to or assumed by it under this Agreement (including in accordance with Clause 2.2 (Additional Facilities) or Clause 2.3 (Increase)); and

(b)

in relation to any other Lender, the amount in the Base Currency of any Additional Revolving Facility Commitment transferred to or assumed by it under this Agreement (including in accordance with Clause 2.2 (Additional Facilities) or Clause 2.3 (Increase)),

to the extent:

(i)

not cancelled, reduced or transferred by it under this Agreement; and

(ii)

not deemed to be zero (0) pursuant to Clause 28 (Debt Purchase Transactions).

"Additional Revolving Facility Lender" means any Lender or other bank, trust, financial institution, fund, entity or other person which signs an Additional Facility Notice and confirms its willingness to provide all or a part of an Additional Revolving Facility.

"Additional Revolving Facility Loan" means a loan made or to be made under any Additional Revolving Facility or the principal amount outstanding for the time being of that loan.

"Additional Revolving Facility Utilisation" means an Additional Revolving Facility Loan.

"Additional Term Facility" means any Additional Facility which is not an Additional Revolving Facility.

"Adjusted Term SOFR" means in relation to any Loan in USD, Term SOFR and applicable to:

(a)

a Facility B (USD) Loan or Original Revolving Facility Loan denominated in USD is below zero (0), Adjusted Term SOFR for such Loan will be deemed to be zero (0); and

(b)

an Additional Facility Loan denominated in USD is below any percentage agreed with the relevant Additional Facility Lenders in the Additional Facility Notice for those Additional Facility Commitments, Adjusted Term SOFR will be deemed to be such percentage rate specified in such Additional Facility Notice.

"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

"Agent's Spot Rate of Exchange" means the London foreign exchange market spot rate of exchange for the purchase of the relevant currency with the Base Currency at or about 11.00 a.m. (local time) on a particular day.

"Agency Fee Letter" means the Fee Letter in relation to the fees payable to the Agent and the Security Agent (in each case for its own account) pursuant to Clause 15.4 (Agent and Security Agent fees).

“Aggregate Non-Obligor Debt Cap” means, on any date of determination, an amount if Indebtedness Incurred by any Restricted Subsidiary that is not a Guarantor pursuant to paragraph sub-paragraphs (a) of the definition of “Permitted Debt” and paragraph (a) of Clause 25.4 (Permitted Financial Indebtedness) shall not in aggregate exceed the greater of (x) €75.0 million and (y) an amount equal to five (5) per cent. of the Total Debt at any time.

"Agreed Additional Facility Certain Funds Notice" has the meaning given to that term in Clause 4.5 (Utilisations during an Agreed Certain Funds Period).

"Agreed Certain Funds Obligor" means:

(a)

with respect to any Agreed Certain Funds Utilisation of the Original Revolving Facility, the proposed Borrower of the relevant Agreed Certain Funds Utilisation; or

(b)

with respect to any Agreed Certain Funds Utilisation of an Additional Facility, any member of the Group and/or any third party security provider designated as an Agreed Certain Funds Obligor by the Company and the relevant Additional Facility Lenders in an Agreed Additional Facility Certain Funds Notice.

"Agreed Certain Funds Period" means such period specified in any relevant Agreed Additional Facility Certain Funds Notice.

"Agreed Certain Funds Utilisation" means a Utilisation made or to be made under the Additional Facility during any Agreed Certain Funds Period.

"Agreed Revolving Facility Certain Funds Notice" has the meaning given to that term in Clause 4.5 (Utilisations during an Agreed Certain Funds Period).

"Agreed Security Principles" means the principles set out in Schedule 10 (Agreed Security Principles).

"Amortising Facility" means:

(a)

Facility B (USD);

(b)

an Additional Term Facility which is repayable by instalments.

"Amortising Facility Loan" means a Loan made or to be made under an Amortising Facility.

"Amortising Facility Repayment Date" means:

(a)

in respect of Facility B (USD), each date described in paragraph (b) of Clause 8.1 (Repayment of Facility B Loans); and

(b)

in respect of an Additional Facility which is an Amortising Facility, each date described in the relevant Additional Facility Notice for that Additional Facility (including the Termination Date in respect of that Additional Facility).

"Amortising Facility Repayment Instalment" means:

(a)

in respect of Facility B (USD), each repayment instalment calculated and payable in accordance with the provisions of paragraph (b) of Clause 8.1 (Repayment of Facility B Loans); and

(b)

in respect of an Additional Facility which is an Amortising Facility, each repayment instalment in relation to that Additional Facility calculated and payable in accordance with the provisions of paragraph (a)(i) of Clause 8.2 (Repayment of Additional Term Facility Loans) and the applicable Additional Facility Notice,

in each case as amended pursuant to Clause 8.5 (Effect of Cancellation and Prepayment on Scheduled Repayments).

"Ancillary Commencement Date" means, in relation to an Ancillary Facility, the date on which that Ancillary Facility is first made available whether or not drawn, which date shall be a Business Day within the Availability Period for the relevant Revolving Facility.

"Ancillary Commitment" means, in relation to an Ancillary Lender and an Ancillary Facility, the maximum Base Currency Amount which that Ancillary Lender has agreed (whether or not subject to satisfaction of conditions precedent) to make available from time to time under an Ancillary Facility and which has been authorised as such under Clause 7 (Ancillary Facilities), in each case as notified by the Ancillary Lender to the Agent pursuant to Clause 7.2 (Availability) to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Ancillary Facility.

"Ancillary Document" means each document relating to or evidencing the terms of an Ancillary Facility.

"Ancillary Facility" has the meaning given to that term in Clause 7.2 (Availability).

"Ancillary Facility Utilisation" means a utilisation under an Ancillary Facility.

"Ancillary Lender" means each Lender (or Affiliate of a Lender) which makes available an Ancillary Facility in accordance with Clause 7 (Ancillary Facilities).

"Ancillary Outstandings" means, at any time in relation to an Ancillary Lender and an Ancillary Facility then in force the aggregate of the equivalents (as calculated by that Ancillary Lender) in the Base Currency of the following amounts outstanding under that Ancillary Facility:

(a)

the principal amount under each overdraft facility and on demand short term loan facility (provided that, for the purposes of this definition, any amount of any outstanding utilisation under any BACS facility, other intra-day exposure facilities (or similar) made available by an Ancillary Lender shall, with the prior consent of that Ancillary Lender, be excluded, unless, in relation to that Ancillary Facility, otherwise agreed between the Company and the relevant Ancillary Lender);

(b)

the principal face value amount of each guarantee, bond and letter of credit under that Ancillary Facility; and

(c)

the amount fairly representing the aggregate principal or equivalent outstanding (excluding interest and similar charges) of that Ancillary Lender under each other type of accommodation provided under that Ancillary Facility; and

in each case net of any credit balances on any account of any Borrower of an Ancillary Facility with the Ancillary Lender making available that Ancillary Facility to the extent that the credit balances are freely available to be set-off by that Ancillary Lender against liabilities owed to it by that Borrower under that Ancillary Facility and in each case as determined by such Ancillary Lender, acting reasonably and in accordance with the relevant Ancillary Document, or (if not provided for in the relevant Ancillary Document), after consultation with the relevant Borrower, in accordance with its normal banking practice and in accordance with the relevant Ancillary Document.

For the purposes of this definition:

(i)

in relation to any Utilisation denominated in the Base Currency, the amount of that Utilisation shall be used; and

(ii)

in relation to any Utilisation not denominated in the Base Currency, the equivalent (calculated as specified in the relevant Ancillary Document or, if not so specified, as the relevant Ancillary Lender may specify, in each case in accordance with its usual practice at that time for calculating that equivalent in the Base Currency (acting reasonably)) of the amount of that Utilisation shall be used.

"Annual Financial Statements" has the meaning given to that term in paragraph (a)(i) of Clause 23.1 (Financial Statements).

"Anti-Corruption Laws" means all laws of any jurisdiction applicable to an Obligor from time to time concerning or relating to anti-bribery, anti-money laundering or anti-corruption (including the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977).

"Applicable Metric" means any financial covenant or financial ratio or Incurrence-based permission, test, basket or threshold in any Finance Document (including any financial definition or component thereof and any financial ratio, test, basket or threshold or permission based on the calculation of Consolidated EBITDA, LTM EBITDA or the Total Net Leverage Ratio), any Default, Event of Default or other relevant breach of a Finance Document.

"Applicable Reporting Date" means, as at any date of determination, at the Company's election (which election the Company may revoke and re-make at any time and from time to time):

(a)

if no Financial Statements have yet been delivered since the Closing Date, the Closing Date, with such Applicable Metric determined by reference to the financial information set out in the Original Financial Statements;

(b)

the most recent Quarter Date for which Financial Statements have been delivered pursuant to the terms of this Agreement, with such Applicable Metric determined by reference to such Financial Statements; or

(c)

the last day of the most recently completed Relevant Period for which the Group has sufficient available information to be able to determine such Applicable Metric, with such Applicable Metric determined by reference to such available information,

provided that, for the avoidance of doubt, the financial calculation(s) set out in an individual Compliance Certificate shall be based upon the same Applicable Reporting Date.

"Applicable Test Date" means the Applicable Transaction Date or, at the Company's election (which election the Company may revoke and re-make at any time and from time to time), the Applicable Reporting Date prior to any Applicable Transaction Date.

"Applicable Transaction" means any Investment, acquisition, disposition, sale, merger, joint venture, consolidation or other business combination transaction, Incurrence, assumption, commitment, issuance, repayment, repurchase or refinancing of Indebtedness (including for the avoidance of doubt an Additional Facility), Disqualified Stock or Preferred Stock and the use of proceeds thereof, any creation of a Lien or any other transaction for which an Applicable Metric falls to be determined provided that, if any such transaction (the "first transaction") is being effected in connection with another such transaction (the "second transaction"), the second transaction shall also be an Applicable Transaction with respect to the first transaction.

"Applicable Transaction Date" means, in relation to any Applicable Transaction, at the Company's election (which election the Company may revoke and re-make at any time and from time to time):

(a)

the date of any letter, definitive agreement, instrument, put option, scheme of arrangement or similar arrangement in relation to such Applicable Transaction (unilateral, conditional or otherwise);

(b)

the date that any commitment, offer, announcement, communication or declaration (unilateral, conditional, or otherwise) with respect to such Applicable Transaction is made or received;

(c)

the date that any notice, which may be revocable or conditional, of any repayment, repurchase or refinancing of any relevant Indebtedness is given to the holders of such Indebtedness;

(d)

the date of consummation, Incurrence, payment or receipt of payment in respect of the Applicable Transaction;

(e)

any other date determined in accordance with this Agreement; or

(f)

any other date relevant to the Applicable Transaction determined by the Company in good faith.

"Approved List" means the list of banks and potential bank lenders agreed by the Company and the Majority Lenders before the first Utilisation Date and held by the Agent (as the same may be amended from time to time pursuant to paragraph (c) of Clause 27.3 (Conditions of Transfer)).

"Assignment Agreement" means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor, assignee, the Agent and the Company (each acting reasonably), provided that if that other form does not contain an undertaking substantially similar to the undertaking set out in the form set out in Schedule 5 (Form of Assignment Agreement) it shall not be a Creditor/Agent Accession Undertaking as defined in, and for the purposes of, the Intercreditor Agreement.

"Associate" means (i) any person engaged in a Similar Business of which the Company or the Restricted Subsidiaries are the legal and beneficial owners of between twenty (20) per cent. and fifty (50) per cent. of all outstanding Voting Stock and (ii) any joint venture entered into by the Company or any Restricted Subsidiary.

"Auditors" means any firm of independent accountants appointed by the Company as its auditors from time to time.

"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration, in each case required by any applicable law or regulation.

"Availability Period" means:

(a)

in relation to Facility B (EUR) and Facility B (USD), the period from (and including) the date of this Agreement to (and including) 11:59 p.m. on the date falling three (3) Months thereafter;

(b)

in relation to the Original Revolving Facility, the period from (and including) the date of this Agreement to (and including) the date falling one (1) Month prior to the Termination Date applicable to the Original Revolving Facility; and

(c)

in relation to any Additional Facility, the period specified in the Additional Facility Notice delivered by the Company in accordance with Clause 2.2 (Additional Facilities) for that Additional Facility.

"Available Ancillary Commitment" means in relation to an Ancillary Facility, an Ancillary Lender's Ancillary Commitment (which in the case of a multi-account overdraft, for the purpose of this definition, shall be the Designated Net Amount, unless, in relation to any Ancillary Commitment otherwise agreed between the Company and the relevant Ancillary Lender) less the Ancillary Outstandings in relation to that Ancillary Facility.

"Available Commitment" means, in relation to a Facility, a Lender's Commitment under that Facility minus (subject to Clause 7.8 (Affiliates of Lenders) and as set out below):

(a)

the Base Currency Amount of its participation in any outstanding Utilisations under that Facility and, in the case of a Revolving Facility only, the Base Currency Amount of the aggregate of its (and its Affiliate's) Ancillary Commitments; and

(b)

in relation to any proposed Utilisation, the Base Currency Amount of its participation in any other Utilisations that are due to be made under that Facility on or before the proposed Utilisation Date and, in the case of a Revolving Facility only, the Base Currency Amount of its (and its Affiliate's) Ancillary Commitment, in relation to any new Ancillary Facility that is due to be made available on or before the proposed Utilisation Date.

For the purposes of calculating a Lender's Available Commitment in relation to any proposed Utilisation under a Revolving Facility only, the following amounts shall not be deducted from a Lender's Commitment under that Revolving Facility:

(i)

that Lender's (or its Affiliate's) participation in any Revolving Facility Utilisations that are due to be repaid or prepaid on or before the proposed Utilisation Date; and

(ii)

that Lender's (or its Affiliate's) Ancillary Commitments to the extent that they are due to be reduced or cancelled on or before the proposed Utilisation Date.

"Available Facility" means, in relation to a Facility, the aggregate for the time being of each Lender's Available Commitment in respect of that Facility.

"Bank Levy" means any amount payable by any Finance Party or any of its Affiliates on the basis of, or in relation to, its balance sheet or capital base or any part of that person or its liabilities or minimum regulatory capital or any combination thereof (including the UK bank levy as set out in the Finance Act 2011, the French taxe pour le financement du fonds de soutien aux collectivités territoriales as set out in Article 235 ter ZE bis of the French tax code (Code Général des Impôts), the German bank levy as set out in the German Restructuring Fund Act 2010 (Restrukturierungsfondsgesetz) (as amended), the Dutch bankenbelasting as set out in the Dutch bank levy act (Wet bankenbelasting), the Austrian bank levy as set out in the Austrian Stability Duty Act (Stabilitätsgesetz), the Spanish bank levy (Impuesto sobre los Depósitos en las Entidades de Crédito) as set out in the Law 16/2012 of 27 December 2012, the Swedish bank levy as set out in the Swedish Precautionary Support Act (Sw. lag (2015:1017) om förebyggande statligt stöd till kreditinstitut) (as amended)) and any other levy or tax in any jurisdiction levied on a similar basis or for a similar purpose or any financial activities taxes (or other taxes) of a kind contemplated in the European Commission consultation paper on financial sector taxation dated 22 February 2011 or the Single Resolution Mechanism established by EU Regulation 806/2014 of July 15, 2014 which has been enacted or which has been formally announced as proposed as at the date of this Agreement or (if applicable) in respect of any New Lender, as at the date that New Lender accedes as a New Lender to this Agreement.

"Bankruptcy Code" means Title 11 of the United States Code.

"Bankruptcy Law" means, in respect of any person, the law of any applicable jurisdiction accepting jurisdiction in respect of the bankruptcy, insolvency, receivership, winding up, liquidation or relief of debtors in respect of such person including, with respect to Germany, the InsO.

"Base Currency" means:

(a)

for Facility B (USD), US Dollars;

(b)

for Facility B (EUR) and the Original Revolving Facility, euro; and

(c)

in relation to any Additional Facility, as agreed between the Company and the applicable Additional Facility Lenders.

"Base Currency Amount" means:

(a)

in relation to a Utilisation of a Facility, the amount specified in the Utilisation Request delivered by a Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency for that Facility, that amount converted into the Base Currency at the Agent's Spot Rate of Exchange at the time specified in Schedule 9 (Timetables));

(b)

in relation to an Ancillary Commitment the amount specified as such in the notice delivered to the Agent by the Company pursuant to Clause 7.2 (Availability) (or, if the amount specified is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent's Spot Rate of Exchange on the date which is three (3) Business Days before the Ancillary Commencement Date for that Ancillary Facility or, if later, the date the Agent receives the notice of the Ancillary Commitment in accordance with the terms of this Agreement); and

(c)

in relation to an Additional Facility Commitment, the amount specified as such in the Additional Facility Notice delivered to the Agent by the Company pursuant to Clause 2.2 (Additional Facilities) (or, if the amount specified is not denominated in the Base Currency, that amount of the Additional Facility converted into the Base Currency at an exchange rate used by the Company (acting reasonably and in good faith) and notified to the Agent or, if the Company has not so notified the Agent, at the Agent's Spot Rate of Exchange on the applicable Additional Facility Commencement Date or, at the Company's option, the relevant Applicable Test Date),

as adjusted to reflect any repayment, prepayment, consolidation or division of a Utilisation, or utilisation under an Ancillary Facility or (as the case may be) cancellation or reduction of an Ancillary Facility.

"Benchmark Rate Change" has the meaning given to that term in paragraph (a) of Clause 39.8 (Replacement of Screen Rate).

"Board of Directors" means:

(a)

with respect to the Company or any company or corporation, the board of directors or managers, as applicable, of that company or corporation, or any duly authorised committee thereof;

(b)

with respect to any limited liability company, the sole member, sole manager, board of managers or other governing body, as applicable, of that limited liability company, or any duly authorised committee thereof;

(c)

with respect to any partnership, the board of directors or other governing body of the general partner of that partnership or any duly authorised committee thereof, except if a manager or a board of managers have been appointed in accordance with the constitutional documents of such partnership, in which case paragraph (a) above shall apply; and

(d)

with respect to any other person, the board or any duly authorised committee of that person serving a similar function.

Whenever any provision requires any action or determination to be made by, or any approval of, a Board of Directors, such action, determination or approval shall be deemed to have been taken or made if approved by a majority of the directors or equivalent (excluding employee representatives, if any) on any such Board of Directors (whether or not such action or approval is taken as part of a formal board meeting (or equivalent) or as a formal board approval (or equivalent)).

"Borrower" means:

(a)

in the case of Facility B (EUR), a Facility B (EUR) Borrower;

(b)

in the case of Facility B (USD), a Facility B (USD) Borrower;

(c)

in the case of a Revolving Facility, a Revolving Facility Borrower;

(d)

in the case of an Additional Facility, the relevant Additional Facility Borrower(s); and

(e)

in the case of an Ancillary Facility only, any Affiliate of a Borrower that becomes a borrower of that Ancillary Facility with the approval of the relevant Ancillary Lender pursuant to Clause 7.9 (Affiliates of Borrowers).

"Break Costs" means, in respect of any Loan:

the amount (if any) by which:

(i)

the applicable IBOR, if positive and disregarding any interest rate floor, for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(ii)

the amount (if positive) which that Lender would be able to obtain by placing an amount equal to the principal amount of that Loan or Unpaid Sum received by it on deposit with a leading bank in the Relevant Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

"Brexit" means the actual or anticipated withdrawal (including by way of any governmental decision to withdraw or any vote or referendum electing to withdraw) of the UK from the EU, including as a consequence of the notification given by it on 29 March 2017 of its intention to withdraw from the EU pursuant to Article 50 of the Treaty on EU, or the end of any transition period in connection therewith, and, in each case, any law, regulation, treaty or agreement (or change in, or change in the interpretation, administration, implementation or application of, any law, regulation, treaty or agreement) in connection therewith.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in Frankfurt am Main (Germany), London (UK), Luxembourg and New York City (US) and:

(a)

(in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of that currency;

(b)

(in relation to any date for payment or purchase of euro) any TARGET Day;

(c)

in relation to any date for payment by a Borrower (other than a Borrower incorporated in England & Wales, Germany or the US), in that Borrower’s jurisdiction of incorporation; and

(d)

(in relation to any date for payment or purchase of a Compounded Rate Currency, or in relation to the determination of the length of an Interest Period or a Lookback Period for an amount in a Compounded Rate Currency), an Additional Business Day relating to that currency.

"Capital Stock" of any person means any and all shares of, rights to purchase or acquire, warrants, options or depositary receipts for, or other equivalents of, or partnership or other interests in (however designated), equity of such person, including any Preferred Stock, but excluding any debt securities convertible into, or exchangeable for, such equity.

"Cash Equivalents" means:

(a)

Australian Dollars, Canadian dollars, Euros, Japanese Yen, Swiss Francs, UK pounds, US Dollars or any national currency of any member state of the EU or any other foreign currency held by the Company and the Restricted Subsidiaries in the ordinary course of business;

(b)

securities or other direct obligations issued or directly and fully Guaranteed or insured by the government of Australia, Canada, Japan, Norway, Switzerland, the UK or the US, the EU or any member state of the EU on the Closing Date or, in each case, any agency or instrumentality thereof (provided that the full faith and credit of such country or such member state is pledged in support thereof), with maturities of twenty four (24) months or less from the date of acquisition;

(c)

certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers' acceptances having maturities of not more than one (1) year from the date of acquisition thereof issued by any lender or by any bank or trust company:

(i)

whose commercial paper is rated at least "A-1" or the equivalent thereof by S&P or at least "F1" or the equivalent thereof by Fitch or at least "P-1" or the equivalent thereof by Moody's (or if at the time neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization); or

(ii)

(d)

repurchase obligations for underlying securities of the types described in paragraphs (b), (c) and (g) of this definition entered into with any bank meeting the qualifications specified in paragraph (c) above;

(e)

securities with maturities of one (1) year or less from the date of acquisition backed by standby letters of credit issued by any person referenced in paragraph (c) above;

(f)

commercial paper and variable or fixed rate notes issued by a bank meeting the qualifications specified in paragraph (c) above (or by the Parent Entity thereof) maturing within one (1) year after the date of creation thereof or any commercial paper and variable or fixed rate note issued by, or guaranteed by a corporation rated at least "A-1" or higher by S&P or at least "F1" or the equivalent thereof by Fitch or "P-1" or higher by Moody's (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Company) maturing within one (1) year after the date of creation thereof; and

(g)

interests in any investment company, money market, enhanced high yield fund or other investment fund which invests ninety (90) per cent. or more of its assets in instruments of the types specified in paragraphs (a) through (f) above.

"Cash Equivalent Investments" means, at any time when held by a member of the Group, any Cash Equivalents, Temporary Cash Investments or Investment Grade Securities and (without double counting):

(a)

debt securities or other investments in marketable debt obligations issued or guaranteed by an Acceptable Nation or any agency thereof and having not more than one (1) year to final maturity;

(b)

certificates of deposit maturing within one (1) year after the relevant date of calculation and issued by an Acceptable Bank;

(c)

any investment in marketable debt obligations issued or guaranteed by any government of any Acceptable Nation, maturing within one (1) year after the relevant date of calculation and not convertible or exchangeable to any other security;

(d)

commercial paper not convertible or exchangeable to any other security:

(i)

for which a recognised trading market exists;

(ii)

which matures within one (1) year after the relevant date of calculation; and

(iii)

which has a credit rating of either A-1 or higher by S&P or F1 or higher by Fitch or P-1 or higher by Moody’s, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its short term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(e)

bills of exchange issued in any Acceptable Nation or, in each case, any agency thereof and eligible for rediscount at the relevant central bank and accepted by a bank (or their dematerialised equivalent);

(f)

any investment which:

(i)

is an investment in money market funds:

(A)

with a credit rating of either A-1 or higher by S&P or F1 or higher by Fitch or P-1 or higher by Moody’s; or

(B)

which invests substantially all their assets in securities of the types described in paragraphs (a) to (e) above;

(ii)

is any other money market investment (including repurchase agreements) and substantially all of the assets or collateral in respect of that investment have a credit rating of either A-1 or higher by S&P or F1 or higher by Fitch or P-1 or higher by Moody's; or

(iii)

can be turned into cash on not more than thirty (30) days' notice; or

(g)

any other debt security approved by the Majority Lenders (each acting reasonably and in good faith),

in each case, to which any member of the Group is alone (or together with other members of the Group) beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than a Permitted Lien).

"Cash Management Services" means any of the following: automated clearing house transactions, treasury, depository, credit or debit card, purchasing card, stored value card, electronic fund transfer services, daylight or overnight draft facilities and/or cash management services, including controlled disbursement services, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services or other cash management arrangements in the ordinary course of business.

"Central Bank Rate", in relation to a Compounded Rate Currency, has the meaning given to that term in the applicable Compounded Rate Term.

"Centre of Main Interests" means the "centre of main interests" as such term is used in Article 3(1) of the EU Insolvency Regulation.

"CEO" means the chief executive officer of Birkenstock Group B.V. & CO. KG or, if no chief executive officer is appointed, such other person fulfilling the functions of chief executive officer of Birkenstock Group B.V. & CO. KG.

"CFC" means a "controlled foreign corporation" within the meaning of Section 957(a) of the Internal Revenue Code that is owned (within the meaning of Section 958(a) of the Internal Revenue Code), in whole or in part, by a member of the Group that is a "United States shareholder" (as defined in Section 951(b) of the Internal Revenue Code).

"CFO" means the chief financial officer or finance director of Birkenstock Group B.V. & CO. KG or, if no chief financial officer or finance director is appointed, such other person fulfilling the functions of chief financial officer or finance director of Birkenstock Group B.V. & CO. KG.

"Change of Control" has the meaning given to that term in Clause 10.1 (Exit and Change of Control).

"Change of Control Notice" has the meaning given to that term in Clause 10.1 (Exit and Change of Control).

"Change of Control Put Option Period" has the meaning given to that term in Clause 10.1 (Exit and Change of Control).

"Charged Property" has the meaning given to that term in the Intercreditor Agreement.

"Closing Date" means the first date on which the first Utilisation of Facility B has been made.

"Commitment" means a Facility B Commitment, an Original Revolving Facility Commitment and an Additional Facility Commitment.

"Companies Act 2006" means the UK Companies Act 2006.

"Compliance Certificate" means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate) (or in any other form agreed between the Company and the Agent (each acting reasonably)) and delivered by the Company to the Agent under paragraph (a) of Clause 23.2 (Provision and contents of Compliance Certificates).

"Compounded Rate Currency" means:

(a)

Sterling; and

(b)

any currency in respect of which there are Compounded Rate Terms for such currency.

"Compounded Rate Interest Payment" means, in relation to a Compounded Rate Currency, the aggregate amount of interest that:

(a)

relates to a Compounded Rate Loan in that Compounded Rate Currency; and

(b)

has, or is scheduled to become, payable during the applicable Interest Period.

"Compounded Rate Loan" means in relation to a Compounded Rate Currency, any Loan or, if applicable, Unpaid Sum which is denominated in that Compounded Rate Currency.

"Compounded Rate Supplement" means, in relation to a currency, a document which:

(a)

is notified by the Company to the Agent and (unless otherwise agreed between the Company and the Majority Lenders) either:

(i)

the Agent has made a Prevailing Market Determination; or

(ii)

no Super Majority Lender Objection has occurred and is continuing; and

(b)

sets out, for that currency, the relevant terms and provisions relating to an alternative benchmark rate, base rate or reference rate ("New Rate") and setting out any amendment or waiver of the terms of this Agreement or other Finance Documents for that New Rate, including making appropriate adjustments for basis, duration, time and periodicity for determination of that New Rate for any Interest Period and making other consequential and/or incidental changes.

"Compounded Rate Terms" means, in relation to:

(a)

a currency;

(b)

a Loan or an Unpaid Sum in that currency;

(c)

an Interest Period for such a Loan or Unpaid Sum (or other period for the accrual of commission or fees in respect of that currency); or

(d)

any term of this Agreement relating to the determination of a rate of interest in relation to such a Loan or Unpaid Sum,

in respect of Sterling, the terms set out in the relevant part of Schedule 14 (Compounded Rate Terms) (or the Latest Compounded Rate Supplement relating to Sterling, as applicable, then in effect) and, for any other currency, the terms set out in the Latest Compounded Rate Supplement relating to such currency then in effect, or as otherwise agreed pursuant to Clause 39.8 (Replacement of Screen Rate).

"Compounded Reference Rate" means, in relation to a Compounded Rate Currency, for any applicable RFR Banking Day during the Interest Period of a Compounded Rate Loan in that Compounded Rate Currency, the percentage rate per annum which is the applicable Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day.

"Confidential Information" means all information relating to Topco, any Obligor, the Group, the Investors, the Transaction Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

(a)

Topco, any member of the Group, any Investor or any of their respective advisers; or

(b)

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from Topco, any member of the Group, any Investor or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 40 (Confidentiality);

(ii)

is identified in writing at the time of delivery as non-confidential by Topco, any member of the Group or any of its advisers; or

(iii)

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with Topco or the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

"Confidentiality Undertaking" means a confidentiality undertaking substantially in a recommended form of the LMA on the date of this Agreement or in any other form agreed between the Company and the Agent, and in any case capable of being relied upon by, and not capable of being materially amended without the consent of, the Company.

"Consolidated Depreciation and Amortisation Expense" means, with respect to any person for any period, the total amount of depreciation and amortisation expense, including amortisation or write-off of:

(a)

intangibles and non-cash organization costs;

(b)

deferred financing fees or costs; and

(c)

capitalized expenditures, customer acquisition costs and incentive payments, conversion costs and contract acquisition costs, the amortisation of original issue discount resulting from the issuance of Indebtedness at less than par and amortisation of favorable or unfavorable lease assets or liabilities,

of such person and the Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with the Accounting Principles and any write down of assets or asset value carried on the balance sheet.

"Consolidated EBITDA" means, with respect to any person for any period, the Consolidated Net Income of such person for such period:

(a)

increased (without duplication) by:

(i)

provision for taxes based on income or profits, revenue or capital, including federal, state, provincial, territorial, local, foreign, unitary, excise, property, franchise and similar taxes and foreign withholding and similar taxes of such person paid or accrued during such period, including any penalties and interest relating to any tax examinations (including any additions to such taxes, and any penalties and interest with respect thereto), deducted (and not added back) in computing Consolidated Net Income; plus

(ii)

Fixed Charges of such person for such period, including:

(A)

net losses on any Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate, currency or commodities risk;

(B)

bank fees and other financing fees; and

(C)

costs of surety bonds in connection with financing activities, plus amounts excluded from the definition of "Consolidated Interest Expense" pursuant to paragraphs (a)(A) through (a)(I) thereof,

in each case to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus

(iii)

Consolidated Depreciation and Amortisation Expense of such person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(iv)

any:

(A)

Transaction Expenses; and

(B)

any fees, costs, expenses or charges (other than Consolidated Depreciation and Amortisation Expense) related to any actual, proposed or contemplated Equity Offering (including any expense relating to enhanced accounting functions or other transactions costs associated with becoming a public company), acquisition, disposition, recapitalization or the Incurrence of Indebtedness permitted to be Incurred by this Agreement (including a refinancing thereof) (whether or not successful),

in each case including such fees, expenses or charges (including rating agency fees and related expenses) related to the Facilities, any Senior Secured Notes, any Topco Notes, any other Credit Facility, any Receivables Facility, any Securitization Facility, any other Indebtedness permitted to be Incurred under this Agreement or any Equity Offering and any amendment, waiver or other modification of any of the foregoing, in each case, whether or not consummated, to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(v)

the amount of any:

(A)

restructuring charge, accrual or reserve (and adjustments to existing reserves), transaction or integration cost or other business optimization expense or cost (including charges directly related to the implementation of cost-savings initiatives) that is deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions or divestitures after the Closing Date, including those related to any severance, retention, signing bonuses, relocation, recruiting and other employee related costs, internal costs in respect of strategic initiatives and curtailments or modifications to pension and post-retirement employment benefit plans (including any settlement of pension liabilities), operational and technology systems development and establishment costs, future lease commitments and costs related to the opening, pre-opening, abandonment, disposal, discontinuation and closure and/or consolidation of facilities and to exiting lines of business and consulting fees incurred with any of the foregoing; and

(B)

fees, costs and expenses associated with acquisition related litigation and settlements thereof; plus

(vi)

any other non-cash charges, write-downs, expenses, losses or items reducing Consolidated Net Income for such period including any impairment charges or the impact of purchase accounting; provided that if any such non-cash charge, write-down or item to the extent it represents an accrual or reserve for a cash expenditure for a future period then the cash payment in such future period shall be subtracted from Consolidated EBITDA when paid or other items classified by the Company as special items less other non-cash items of income increasing Consolidated Net Income (excluding any such non-cash item of income to the extent it represents a receipt of cash in any future period); plus

(vii)

the amount of board of director fees, management, monitoring, advisory, consulting, refinancing, subsequent transaction, advisory and exit fees (including termination fees) and related indemnities and expenses paid or accrued in such period to any member of the Board of Directors of the Company, any Permitted Holder or any Affiliate of a Permitted Holder to the extent not prohibited the Finance Documents; plus

(viii)

the "run rate" adjustment required to give effect to synergies, cost savings, operating expense reductions, restructuring charges, operating cost improvements, operating improvements, revenue increases, revenue enhancements or other adjustments, similar initiatives or effects of synergies (together, being "Synergies") that have been realized (in full or in part) for some, but not all, of such period and that are related to any acquisition (including under a letter of intent), disposition, divestiture, restructuring, new or revised contract, information and technology systems establishment, modernization or modification or the implementation of any operating improvements, efficiency or cost savings initiative or any other adjustments or similar initiatives, as applicable, as if such Synergies had been realized from the first day of such period and during the entirety of such period (which adjustments, without double counting, may be incremental to pro forma adjustments made pursuant to Clause 24.3 (Calculations)); net of the amount of actual benefits realized during such period from such actions; plus

(ix)

the pro forma adjustment (whether on a "run rate" basis or otherwise) for Synergies that are expected (in good faith) to be realized as a result of actions taken or committed or expected to be taken in relation to any acquisition (including under a letter of intent), disposition, divestiture, restructuring, new or revised contract, information and technology systems establishment, modernization or modification or the implementation of an operating improvements, efficiency or cost savings initiative or any other adjustments or similar initiative (for the avoidance of doubt, whether or not any action has been taken in relation to the same), calculated on a pro forma basis as if such Synergies had been realized from the first day of such period and during the entirety of such period (which adjustments, without double counting, may be incremental to pro forma adjustments made pursuant to Clause 24.3 (Calculations)); plus

(x)

the amount of loss or discount on sale of Securitization Assets, Receivables Assets and related assets to the Securitization Subsidiary in connection with a Qualified Securitization Financing or Receivables Facility; plus

(xi)

any costs or expense incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, any severance agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or Net Cash Proceeds of an issuance of Capital Stock (other than Disqualified Stock) of the Company; plus

(xii)

cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (b) below for any previous period and not added back; plus

(xiii)

any net loss included in the Consolidated Net Income attributable to non-controlling interests; plus

(xiv)

realized foreign exchange losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Company and its Restricted Subsidiaries; plus

(xv)

net realized losses from Hedging Obligations or embedded derivatives; plus

(xvi)

the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-wholly owned Subsidiary and any costs and expenses (including all legal, accounting and other professional fees and expenses) related thereto; plus

(xvii)

with respect to any joint venture, an amount equal to the proportion of those items described in sub-paragraphs (i) and (iii) above relating to such joint venture corresponding to the Company's and the Restricted Subsidiaries' proportionate share of such joint venture's Consolidated Net Income (determined as if such joint venture were a Restricted Subsidiary) to the extent the same was deducted (and not added back) in calculating Consolidated Net Income; plus

(xviii)

earn-out and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments; plus

(xix)

any net pension or other post-employment benefit costs representing amortisation of unrecognised prior service costs, actuarial losses, including amortisation of such amounts arising in prior periods, amortisation of the unrecognised net obligation (and loss or cost), and any other items of a similar nature; plus

(xx)

the amount of expenses relating to payments made to option holders of the Company or any Parent Entity in connection with, or as a result of, any distribution being made to equityholders of such person or its Parent Entities, which payments are being made to compensate such option holders as though they were equityholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted under this Agreement; plus

(xxi)

to the extent not already otherwise included herein, adjustments and add-backs (including anticipated synergies) for costs or expenses (or, in each case, similar items) made in calculating pro forma Consolidated EBITDA (or similar) and/or any base case model or quality of earnings report relating to a Permitted Acquisition (including any annexures to such report) prepared by an independent third party and delivered to the Agent in each case based on the methodology therein; plus

(xxii)

the amount of incremental contract value of the Group that the Company in good faith reasonably believes would have been realized or achieved as Consolidated EBITDA contribution from (i) increased pricing or volume initiatives and/or (ii) the entry into binding and effective new agreements with new customers or, if generating incremental contract value, new agreements (or amendments to existing agreements) with existing customers (collectively, "New Contracts") during such period had such New Contracts been effective as of the beginning of such period (including, without limitation, 100% of such incremental contract value attributable to New Contracts that are in excess of (but without duplication of) contract value attributable to New Contracts that has been actually realized as Consolidated EBITDA contribution during such period) as long as such incremental contract value is reasonably identifiable and factually supportable; provided that such incremental contract value shall be calculated on a pro forma basis as though the full "run rate" effect of such incremental contract value had been realized as Consolidated EBITDA contributed on the first day of such period; plus

(xxiii)

earn out obligations Incurred in connection with any permitted acquisition or other Investment permitted under this Agreement and paid or accrued during such period; plus

(xxiv)

losses, charges and expenses related to the pre-opening and opening of new facilities, and start-up period prior to opening, that are operated, or to be operated, by the Company or any Restricted Subsidiary; plus

(xxv)

any other items classified by the Company as extraordinary, one-off, one-time, exceptional, unusual or nonrecurring items decreasing Consolidated Net Income of such person for such period; and

(b)

decreased (without duplication) by non-cash gains increasing Consolidated Net Income of such person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period.

"Consolidated Interest Expense" means, with respect to any person for any period, without duplication, the sum of:

(a)

consolidated interest expense of such person and its Restricted Subsidiaries for such period (in each case, determined on the basis of the Accounting Principles), to the extent such expense was deducted (and not added back) in computing Consolidated Net Income, including:

(i)

amortisation of original issue discount or premium resulting from the issuance of Indebtedness at less than par;

(ii)

all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances;

(iii)

non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of any Hedging Obligations or other derivative instruments pursuant to the Accounting Principles);

(iv)

the interest component of Capitalized Lease Obligations;

(v)

net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness; and

(vi)

interest actually paid by the Company or any Restricted Subsidiary under any guarantee of Indebtedness or other obligation of any other person,

and excluding:

(A)

Securitization Fees;

(B)

interest and other fees in respect of Receivables Facilities;

(C)

penalties and interest relating to taxes;

(D)

any additional cash interest owing pursuant to any registration rights agreement;

(E)

accretion or accrual of discounted liabilities other than Indebtedness;

(F)

any expense resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting or purchase accounting in connection with the Transaction or any acquisition;

(G)

amortisation or write-off of deferred financing fees, debt issuance costs, debt discount or premium, terminated Hedging Obligations and other commissions, financing fees and expenses and original issue discount with respect to any Indebtedness the Incurrence of which is permitted by Clause 25.4 (Permitted Financial Indebtedness) and, adjusted to the extent included, to exclude any refunds or similar credits received in connection with the purchasing or procurement of goods or services under any purchasing card or similar program;

(H)

any expensing of bridge, commitment and other financing fees; and

(I)

interest with respect to Indebtedness of any parent of such person appearing upon the balance sheet of such person solely by reason of push-down accounting under the Accounting Principles; plus

(b)

consolidated interest expense of any Parent Entity to the extent such interest expense was funded with the proceeds of dividends, distributions or other payments to any Parent Entity; plus

(c)

consolidated capitalised interest of such person and its Restricted Subsidiaries for such period, whether paid or accrued (but excluding any interest capitalised, accrued, accreted or paid in respect of Subordinated Shareholder Funding); less

(d)

interest income for such period,

provided that, for purposes of this definition interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with the Accounting Principles.

"Constitutional Documents" means the constitutional documents of the Company.

"Contingent Obligations" means, with respect to any person, any obligation of such person guaranteeing in any manner, whether directly or indirectly, any operating lease, dividend or other obligation that does not constitute Indebtedness ("primary obligations") of any other person (the "primary obligor"), including any obligation of such person, whether or not contingent:

(a)

to purchase any such primary obligation or any property constituting direct or indirect security therefor;

(b)

to advance or supply funds:

(i)

for the purchase or payment of any such primary obligation; or

(ii)

to maintain the working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(c)

to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

"Controlled Investment Affiliate" means, as to any person, any other person, which directly or indirectly is in control of, is controlled by, or is under common control with such person and is organised by such person (or any person controlling such person) primarily for making direct or indirect equity or debt investments in the Company and/or other companies.

"Credit Facility" means, with respect to the Company or any of its Subsidiaries, one or more debt facilities, indentures, instruments or other arrangements (including the Facilities or commercial paper facilities and overdraft facilities) with banks, other financial institutions, funds, governmental or quasi-governmental agencies or investors providing for revolving credit loans, term loans, notes, receivables financing (including through the sale of receivables to such institutions or to special purpose entities formed to borrow from such institutions against such receivables), letters of credit or other Indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in part from time to time (and whether in whole or in part and whether or not with the original administrative agent and lenders or another administrative agent or agents or other banks or institutions and whether provided under the original Facilities or one or more other credit or other agreements, indentures, financing agreements or otherwise) and in each case including all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including any notes and letters of credit issued pursuant thereto and any Guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other Guarantees, pledges, agreements, security agreements and collateral documents). Without limiting the generality of the foregoing, the term "Credit Facility" shall include any agreement or instrument (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the Company as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.

"CTA" means the UK Corporation Tax Act 2009.

"Daily Rate" means, in relation to a Compounded Rate Currency, the rate specified as such in the applicable Compounded Rate Terms.

"Daily Non-Cumulative Compounded RFR Rate" means, in relation to any applicable RFR Banking Day during an Interest Period for a Compounded Rate Loan in a Compounded Rate Currency, (i) (in the case of Sterling) the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees with the Company to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule 15 (Daily Non-Cumulative Compounded RFR Rate); or the Latest Compounded Rate Supplement in relation thereto then in effect; or (ii) (in the case of any other currency) determined by the relevant person and in accordance with the relevant methodology as set out in the applicable Latest Compounded Rate Supplement then in effect.

"Day 1 Third Party Security Provider" means US Midco and GPCo.

"Debt Document" has the meaning given to that term in the Intercreditor Agreement.

"Debt Purchase Transaction" means, in relation to a person, a transaction where such person:

(a)

purchases by way of assignment or transfer;

(b)

enters into any sub-participation in respect of; or

(c)

enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

any Commitment or amount outstanding under this Agreement.

"Debt Pushdown" has the meaning given in paragraph (a) of Clause 29.6 (Debt Pushdown).

"Debt Pushdown Notice" has the meaning given in paragraph (a)(iii) of Clause 29.6 (Debt Pushdown).

"Declared Default" means the occurrence of an Event of Default which has resulted in a notice being served by the Agent under paragraph (a)(ii) of Clause 26.10 (Acceleration) and such notice has not been withdrawn, cancelled or otherwise ceased to have effect.

"Default" means an Event of Default or an event or circumstance which would (with the expiry of a grace period, the making of a determination, or the giving of notice provided for in Clause 26 (Events of Default) or any combination of the foregoing) be an Event of Default, provided that any such event or circumstance which requires the satisfaction of a condition as to materiality before it becomes an Event of Default shall not be a Default unless that condition is satisfied.

"Defaulting Lender" means any Lender (other than a Lender which is a member of the Group or an Investor Affiliate):

(a)

which has failed to make its participation in a Loan available or has notified the Agent or the Company that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders' participation); or

(b)

which has otherwise disaffirmed, rescinded or repudiated a Finance Document or any term thereof;

(c)

which is a Non-Consenting Lender and which has failed to assist with any step required or desirable to implement the Company's right to prepay that Non-Consenting Lender or to replace that Non-Consenting Lender pursuant to and as contemplated by Clause 39.5 (Replacement of a Lender) within three (3) Business Days of the Company's request to do so;

(d)

which is a Sanctioned Lender;

(e)

which is a Transfer Defaulting Lender; or

(f)

with respect to which (or any Holding Company of which) an Insolvency Event has occurred and is continuing.

unless, in the case of paragraphs (a) or (b) above:

(i)

the Lender is disputing in good faith and acting reasonably whether it is contractually obliged to make the payment in question or issue the relevant letter of credit (and provides any supporting information reasonably requested by the Company as to why it is disputing whether it is contractually obliged to make the payment in question or issue the relevant letter of credit); or

(ii)

its failure to pay, issue a letter of credit is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event; and

payment is made within three (3) Business Days of its due date.

For the purposes of this Agreement, the Agent may assume that the following Lenders are Defaulting Lenders:

(i)

any Lender which has notified the Agent that it has become (or notified by the Company to the Agent as having become) a Defaulting Lender; and

(ii)

any Lender in relation to which it is aware (including by way of notification from the Company) that any of the events or circumstances referred to in paragraphs (a) to (f) above has occurred,

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

"Delegate" means any delegate, agent, attorney, co-trustee or co-security agent appointed by the Security Agent.

"Designated Gross Amount" has the meaning given to that term in Clause 7.2 (Availability).

"Designated Net Amount" has the meaning given to that term in Clause 7.2 (Availability).

"Designated Preferred Stock" means Preferred Stock of the Company or a Parent Entity (other than Disqualified Stock) that is issued for cash (other than to the Company or a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees to the extent funded by the Company or such Subsidiary) and that is designated as "Designated Preferred Stock" pursuant to an Officer's Certificate of Birkenstock Group B.V. & CO. KG at or prior to the issuance thereof.

"Designated Recipients" means:

(a)

Dirk Druckenbrodt (Dirk.Druckenbrodt@birkenstock.com);

(b)

Prof. Dr. Carsten Jungmann (Carsten.Jungmann@birkenstock.com); and

(c)

such other person or persons notified to the Agent by the Company from time to time.

"Designation Date" has the meaning given in the Intercreditor Agreement.

"Disqualified Stock" means, with respect to any person, any Capital Stock of such person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:

(a)

matures or is mandatorily redeemable for cash or in exchange for Indebtedness pursuant to a sinking fund obligation or otherwise; or

(b)

is or may become (in accordance with its terms) upon the occurrence of certain events or otherwise redeemable or repurchasable for cash or in exchange for Indebtedness at the option of the holder of the Capital Stock in whole or in part,

in each case on or prior to the earlier of:

(i)

the Termination Date of Facility B; or

(ii)

the date on which there are no Facilities outstanding;

provided that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock provided further that if such Capital Stock is issued to any future, current or former employee, director, officer, contractor or consultant (or their respective Controlled Investment Affiliates (excluding the Permitted Holders (but not excluding any future, current or former employee, director, officer, contractor or consultant) or Immediate Family Members), of the Company, any of its Subsidiaries, any Parent Entity or any other entity in which the Company or a Restricted Subsidiary has an Investment and is designated in good faith as an "affiliate" by the Board of Directors (or the compensation committee thereof) or any other plan for the benefit of current, former or future employees (or their respective Controlled Investment Affiliates or Immediate Family Members)) of the Company or its Subsidiaries or by any such plan to such employees (or their respective Controlled Investment Affiliates or Immediate Family Members), such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory, contractual or regulatory obligations.

"Disruption Event" means either or both of:

(a)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)

the occurrence of any other event which results in a disruption (of a technical or systems related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

"Disqualified Lender" has the meaning given to that term in paragraph (b)(C)(4) of Clause 27.3 (Conditions of Transfer).

"Employee Plan" means an employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV or Section 302 of ERISA , or Section 412 of the Internal Revenue Code, and in respect of which a US Obligor or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

"ERISA" means the United States Employee Retirement Income Security Act of 1974 and the regulations promulgated and rulings issued thereunder.

"ERISA Affiliate" means any person that would be deemed at any relevant time to be a single employer with a US Obligor, pursuant to Section 414(b) or (c) or, solely for purposes of Section 412 of the Internal Revenue Code, under Section 414 (m) or (o) of the Internal Revenue Code or under common control with an Obligor under Section 4001 of ERISA.

"ERISA Event" means:

(a)

any reportable event, as defined in Section 4043(c) of ERISA, with respect to an Employee Plan, other than events for which the thirty (30) day notice period has been waived;

(b)

the filing of a notice of intent to terminate any Employee Plan or the termination of any Employee Plan under Section 4041 of ERISA;

(c)

the institution of proceedings under Section 4042 of ERISA by the PBGC for the termination of, or the appointment of a trustee to administer, any Employee Plan or Multiemployer Plan;

(d)

any failure by any Employee Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Internal Revenue Code or Section 302 of ERISA) applicable to such Employee Plan, in each case whether or not waived;

(e)

the filing under Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA of any request for a minimum funding variance, with respect to any Employee Plan;

(f)

the complete or partial withdrawal of any US Obligor or any ERISA Affiliate from any Employee Plan or a Multiemployer Plan;

(g)

a US Obligor or an ERISA Affiliate incurring any liability under Title IV of ERISA with respect to any Employee Plan (other than premiums due and not delinquent under Section 4007 of ERISA);

(h)

a determination that any Employee Plan is, or is expected to be, in "at risk" status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Internal Revenue Code);

(i)

the existence of an Unfunded Pension Liability;

(j)

the conditions for the imposition of a lien under Section 303(k) of ERISA or Section 430(k) of the Internal Revenue Code with respect to any Employee Plan have been met; and/or

(k)

the receipt by a US Obligor or any of its ERISA Affiliates of any notice of the imposition of withdrawal liability or of a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA, or in "endangered" or "critical" status or in "critical and declining" status within the meaning of Section 305 of ERISA or Section 432 of the Internal Revenue Code.

"Equity Contribution" has the meaning given to that term in Clause 24.1 (Financial definitions).

"Equity Documents" means the Constitutional Documents and any document evidencing an Equity Contribution as described in paragraph (b) of the definition of "Equity Contribution".

"Equity Offering" means:

(a)

a sale of Capital Stock of the Company (other than Disqualified Stock and other than offerings registered on Form S-8 (or any successor form) under the Securities Act or any similar offering in other jurisdictions); or

(b)

the sale of Capital Stock or other securities by any person, the proceeds of which are contributed to the equity of the Company or any of the Restricted Subsidiaries by any Parent Entity in any form other than Indebtedness, Excluded Contributions or a Parent Debt Contribution.

"Escrowed Proceeds" means the proceeds from the offering or Incurrence of any debt securities or other Indebtedness paid into an escrow account with an independent escrow agent on the date of the applicable offering or Incurrence pursuant to escrow arrangements that permit the release of amounts on deposit in such escrow account upon satisfaction of certain conditions or the occurrence of certain events, provided that the term "Escrowed Proceeds" shall include any interest earned on the amounts held in escrow.

"EU" means the European Union.

"EU Insolvency Regulation" means Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast).

"EURIBOR" means, in relation to any Term Rate Loan in euro:

(a)

the applicable Screen Rate;

(b)

(if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate for that Loan; or

(c)

if:

(i)

no Screen Rate is available for the Interest Period of that Loan; and

(ii)

it is not possible to calculate an Interpolated Screen Rate for that Loan,

the Reference Bank Rate,

as of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for euro and for a period equal in length to the Interest Period of that Loan and, if any such rate applicable to:

(A)

a Facility B (EUR) Loan is below zero (0), EURIBOR for such Loan will be deemed to be zero (0); and

(B)

an Additional Facility Loan denominated in euro is below any percentage agreed with the relevant Additional Facility Lenders in the Additional Facility Notice for those Additional Facility Commitments, EURIBOR will be deemed to be such percentage rate specified in such Additional Facility Notice.

"Event of Default" means any event or circumstance specified as such in Clause 26 (Events of Default).

"Excluded Jurisdiction" means any jurisdiction, state, territory or commonwealth other than a Guarantor Jurisdiction.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder, as amended.

"Excluded Contribution" means Net Cash Proceeds or property or assets received by the Company or any Restricted Subsidiary as capital contributions to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Company or any Restricted Subsidiary (other than from the Company or a Restricted Subsidiary) after the Closing Date or from the issuance or sale (other than to the Company or a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any Subsidiary of the Company for the benefit of their employees to the extent funded by the Company or any Restricted Subsidiary) of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) or Subordinated Shareholder Funding of the Company or any Restricted Subsidiary, in each case, following the Closing Date and to the extent designated as an Excluded Contribution pursuant to an Officer's Certificate of Birkenstock Group B.V. & CO. KG.

"Existing Debt" means the outstanding Indebtedness (and any interest, coupon, premia, fees, costs or expenses accruing thereon) under (a) any Existing Debt Document and (b) any hedging agreement or related or ancillary agreement entered into in connection with any Existing Debt Document.

"Existing Debt Document" means any document or instrument constituting, documenting or evidencing any indebtedness made available to or guaranteed or secured by any member of the Group and existing immediately prior to the Closing Date.

"Existing ABL Debt" means the outstanding Indebtedness (and any interest, coupon, premia, fees, costs or expenses accruing thereon) under the ABL credit agreement dated 28 April 2021 between, the Company as holdings and the Agent as administrative agent (as amended, restated and/or supplemented from time to time).

"Existing SFA Debt" means the outstanding Indebtedness (and any interest, coupon, premia, fees, costs or expenses accruing thereon) under the senior facilities agreement dated 28 April 2021 between, the Company as the company and the Agent as agent (as amended, restated and/or supplemented from time to time).

"Existing Lender" has the meaning given to that term in Clause 27.2 (Assignments and Transfers by Lenders).

"Facility" means a Term Facility, a Revolving Facility and any Additional Facility.

"Facility B" means Facility B (EUR) and/or Facility B (USD).

"Facility B Borrower" means a Facility B (EUR) Borrower and/or a Facility B (USD) Borrower.

"Facility B Commitment" means a Facility B (EUR) Commitment and/or a Facility B (USD) Commitment.

"Facility B Lender" means a Facility B (EUR) Lender and/or a Facility B (USD) Lender.

"Facility B Loan" means a Facility B (EUR) Loan and/or a Facility B (USD) Loan.

"Facility B (EUR)" means the term loan facility made available under this Agreement as described in paragraph (a)(i) of Clause 2.1 (The Facilities).

"Facility B (EUR) Borrower" means:

(a)

Birkenstock Group B.V. & CO. KG; and

(b)

any Additional Borrowers in respect of Facility B (EUR).

"Facility B (EUR) Commitment" means:

(a)

in relation to an Original Lender, the amount in euro set out in Part II (The Original Lenders) of Schedule 1 (The Original Parties) as its Facility B (EUR) Commitment and the amount of any other Facility B (EUR) Commitment transferred to or assumed by it under this Agreement (including in accordance with Clause 2.2 (Additional Facilities) or Clause 2.3 (Increase)); and

(b)

in relation to any other Lender, the amount in euro of any Facility B (EUR) Commitment transferred to or assumed by it under this Agreement (including in accordance with Clause 2.2 (Additional Facilities) or Clause 2.3 (Increase)),

to the extent:

(i)

not cancelled, reallocated, reduced or transferred by it under this Agreement; and

(ii)

not deemed to be zero (0) pursuant to Clause 28 (Debt Purchase Transactions).

"Facility B (EUR) Lender" means any Lender who makes available a Facility B (EUR) Commitment or a Facility B (EUR) Loan.

"Facility B (EUR) Loan" means a loan made or to be made under Facility B (EUR) or the principal amount outstanding for the time being of that loan.

"Facility B (USD)" means the term loan facility made available under this Agreement as described in paragraph (a)(ii) of Clause 2.1 (The Facilities).

"Facility B (USD) Borrower" means:

(a)

Birkenstock US; and

(b)

any Additional Borrowers in respect of Facility B (USD).

"Facility B (USD) Commitment" means:

(a)

in relation to an Original Lender, the amount in US Dollars set out in Part II (The Original Lenders) of Schedule 1 (The Original Parties) as its Facility B (USD) Commitment and the amount of any other Facility B (USD) Commitment transferred to or assumed by it under this Agreement (including in accordance with Clause 2.2 (Additional Facilities) or Clause 2.3 (Increase)); and

(b)

in relation to any other Lender, the amount in US Dollars of any Facility B (USD) Commitment transferred to or assumed by it under this Agreement (including in accordance with Clause 2.2 (Additional Facilities) or Clause 2.3 (Increase)),

to the extent:

(i)

not cancelled, reallocated, reduced or transferred by it under this Agreement; and

(ii)

not deemed to be zero (0) pursuant to Clause 28 (Debt Purchase Transactions).

"Facility B (USD) Lender" means any Lender who makes available a Facility B (USD) Commitment or a Facility B (USD) Loan.

"Facility B (USD) Loan" means a loan made or to be made under Facility B (USD) or the principal amount outstanding for the time being of that loan.

"Facility Office" means the office or offices notified by a Lender or Finance Party to the Agent in writing on or before the date it becomes a Lender or Finance Party (or, following that date, by not less than five (5) Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.

"fair market value" wherever such term is used (except as otherwise specifically provided in this Agreement), may be conclusively established by means of an Officer's Certificate of Birkenstock Group B.V. & CO. KG setting out such fair market value as determined by such Officer or Board of Directors in good faith.

"FATCA" means:

(a)

sections 1471 to 1474 of the Internal Revenue Code (or any amended or successor version that is substantively comparable) or any associated regulations or other official guidance;

(b)

any treaty, law, regulation or other official guidance of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c)

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the IRS, the US government or any governmental or taxation authority in any other jurisdiction.

"FATCA Application Date" means:

(a)

in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Internal Revenue Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

(b)

in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Internal Revenue Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the US), the first date from which such payment may become subject to a deduction or withholding required by FATCA; or

(c)

in relation to a "passthru payment" described in section 1471(d)(7) of the Internal Revenue Code not falling within paragraphs (a) or (b) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA.

"FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction.

"Fee Letter" means:

(a)

each fee letter to be entered into between, amongst others, the Original Lenders party thereoto and the Company;

(b) 

any fee letter or other agreement dated on or prior to the date of this Agreement between any Finance Party (or any of its Affiliates) and a member of the Group, setting out any of the fees referred to in Clause 15 (Fees); and

(c) 

any agreement setting out fees payable to a Finance Party referred to in paragraph (o) of Clause 2.2 (Additional Facilities), paragraph (e) of Clause 2.3 (Increase), Clause 15.4 (Agent and Security Agent fees) or Clause 15.5 (Interest, commission and fees on Ancillary Facilities) of this Agreement or under or in relation to any other Finance Document.

"Finance Document" means this Agreement, any Accession Deed, any Ancillary Document, any Compliance Certificate, any Fee Letter, each Increase Confirmation, each Additional Facility Notice and Additional Facility Lender Accession Notice, any Debt Pushdown Notice, the Intercreditor Agreement, any Resignation Letter, any Selection Notice, any Transaction Security Document, any Utilisation Request, in relation to any currency, the Latest Compounded Rate Supplement then in effect for each applicable currency, and any other document designated as a Finance Document by the Agent and the Company.

"Finance Party" means the Agent, an Ancillary Lender, each Lender and the Security Agent.

"Financial Quarter" has the meaning given to that term in Clause 24.1 (Financial definitions).

"Financial Reporting Entity" means:

(a)

the Company;

(b)

any Holding Company of the Company; or

(c)

ListCo,

(as determined at the sole discretion of the Company).

"Financial Reporting Group" means the applicable Financial Reporting Entity and each of its Subsidiaries from time to time.

"Financial Statements" means the Legal Reporting, the Public Reporting, Annual Financial Statements or Quarterly Financial Statements (as applicable).

"Financial Year" has the meaning given to that term in Clause 24.1 (Financial definitions).

"Fitch" means Fitch Ratings, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

"Fixed Charges" means, with respect to any person for any period, the sum of:

(a)

Consolidated Interest Expense of such person for such period;

(b)

all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock of any Restricted Subsidiary of such person during such period; and

(c)

all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during this period.

"FSHCO" means an entity substantially all the assets of which consist of equity interests (or equity interests and indebtedness) of one or more CFCs.

"GAAP" means, in relation to any person, the generally accepted accounting principles in its jurisdiction of incorporation or any variation thereof with which the Financial Reporting Entity or the Restricted Subsidiaries are, or may be, required to comply, as in effect on the date of this Agreement, provided that:

(a)

except as otherwise set forth in this Agreement, all ratios and calculations based on GAAP contained in this Agreement shall be computed in accordance with GAAP as in effect on the date of this Agreement;

(b)

at any time after the Closing Date, the Company may elect to establish that GAAP shall mean GAAP as in effect on or prior to the date of such election; provided further that any such election, once made, shall be irrevocable; and

(c)

at any time after the Closing Date, the Company may elect (without prejudice to its obligations under Clause 23.4 (Agreed Accounting Principles)) to apply other Accounting Principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean such other Accounting Principles (except as otherwise provided in this Agreement), including as to the ability of the Company to make an election pursuant to paragraph (b) above, provided further that any calculation or determination in this Agreement that require the application of GAAP for periods that include Financial Quarters ended prior to the Financial Reporting Entity's election to apply such other Accounting Principles shall remain as previously calculated or determined in accordance with GAAP.

"German Obligor" means an Obligor incorporated or established in Germany.

"Gross Outstandings" means, in relation to a multi-account overdraft, the Ancillary Outstandings of that multi-account overdraft but calculated on the basis that the wording in the definition of "Ancillary Outstandings" permitting the netting of credit balances were deleted.

"Group" means the Company and each of its Restricted Subsidiaries from time to time.

"Group Initiative" has the meaning given to that term in Clause 24.3 (Calculations).

"Guarantee" means, any obligation, contingent or otherwise, of any person directly or indirectly guaranteeing any Indebtedness of any other person, including any such obligation, direct or indirect, contingent or otherwise, of such person:

(a)

to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or

(b)

entered into primarily for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part),

provided that the term "Guarantee" will not include:

(i)

endorsements for collection or deposit in the ordinary course of business; and

(ii)

standard contractual indemnities or product warranties provided in the ordinary course of business,

and provided further that the amount of any Guarantee shall be deemed to be the lower of:

(A)

an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made; and

(B)

the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee or, if such Guarantee is not an unconditional guarantee of the entire amount of the primary obligation and such maximum amount is not stated or determinable, the amount of such guaranteeing person's maximum reasonably anticipated liability in respect thereof as determined by such person in good faith.

The term "Guarantee" used as a verb has a corresponding meaning.

"Guarantee Limitations" means, in respect of any Obligor and any payments such Obligor is required to make in its capacity as a guarantor or as the provider of an indemnity or as debtor of costs or disbursements or with respect to any other payment obligation under this Agreement or any other Finance Document, the limitations and restrictions applicable to such entity pursuant to Clause 21.11 (Guarantee Limitations: General) to Clause 21.16 (Additional Guarantee Limitations) (inclusive) and the relevant Accession Deed applicable to such Additional Guarantor.

"Guarantee Obligations" has the meaning given to that term in paragraph (a)(i) of Clause 21.11 (Guarantee Limitations: General).

"Guarantor" means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 29 (Changes to the Obligors).

"Guarantor Coverage Test" has the meaning given to that term in paragraph (b) of Clause 25.8 (Guarantees and Security).

"Guarantor EBITDA" has the meaning given to that term in paragraph (b) of Clause 25.8 (Guarantees and Security).

"Guarantor Jurisdiction" has the meaning given to that term in paragraph (b) of Clause 25.8 (Guarantees and Security).

"Guarantor Jurisdictions EBITDA" has the meaning given to that term in paragraph (b) of Clause 25.8 (Guarantees and Security).

"Half-Year Date" means each of 31 March and 30 September.

"Hedge Counterparty" means each person which is party to the Intercreditor Agreement as a "Hedge Counterparty".

"Hedging Agreement" has the meaning given to that term in the Intercreditor Agreement.

"Hedging Obligations" means, with respect to any person, the obligations of such person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate hedge agreement, commodity cap agreement, commodity collar agreement, commodity purchase agreement, commodity futures or forward agreement, commodity option agreement, commodities derivative agreement, foreign exchange contracts, currency swap agreement, currency futures agreement, currency option agreement, currency derivatives or similar agreement providing for the transfer or mitigation of interest rate, commodity price or currency risks either generally or under specific contingencies.

"Holding Company" means, in relation to a company, corporation or any other entity, any other company, corporation or entity in respect of which it is a Subsidiary.

"IBOR" means, in relation to any Loan denominated in relation to any Term Rate Loan denominated in EUR, EURIBOR.

"Immediate Family Members" means, with respect to any individual, such individual's child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

"Impaired Agent" means the Agent at any time when:

(a)

it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b)

the Agent otherwise disaffirms, rescinds or repudiates a Finance Document or any term thereof;

(c)

(if the Agent is also a Lender) it is a Defaulting Lender under paragraphs (a) or (b) of the definition of Defaulting Lender; or

(d)

an Insolvency Event has occurred and is continuing with respect to the Agent,

unless, in the case of paragraph (a) above:

(i)

its failure to pay is caused by administrative or technical error or a Disruption Event and payment is made within three (3) Business Days of its due date; or

(ii)

the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

"Increase Confirmation" means a confirmation substantially in the form set out in Schedule 11 (Form of Increase Confirmation) or in any other form agreed between the Agent and the Company (each acting reasonably).

"Increase Lender" has the meaning given to that term in Clause 2.3 (Increase).

"Incur" means issue, create, assume, enter into any Guarantee of, incur, extend or otherwise become liable for; provided that any Indebtedness or Capital Stock of a person existing at the time such person becomes a Restricted Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary and the terms "Incurred" and "Incurrence" have meanings correlative to the foregoing and any Indebtedness pursuant to any revolving credit or similar facility shall only be "Incurred" at the time any funds are borrowed thereunder, subject to the definition of Reserved Indebtedness Amount and related provisions.

"Independent Financial Advisor" means an investment banking or accounting firm of international standing or any third party appraiser of international standing; provided that such firm or appraiser is not an Affiliate of the Company.

"Industry Competitor" means:

(a)

any person or entity (and any of its Affiliates or Related Funds) which is a competitor of a member of the Group or whose business is similar or related to a member of the Group and any controlling shareholder of such persons, provided that this shall not include any person or entity (or any of its Affiliates or Related Funds) which is a bank, financial institution or trust, fund or other entity whose principal business or a material activity of whom is arranging, underwriting or investing in debt; and

(b)

a private equity sponsor (including any fund which is managed or advised by it or any of its Affiliates or Related Funds, and any of their respective Affiliates or Related Funds), provided that this shall not include any person whose principal business is investing in debt and which is:

(i)

acting on the other side of appropriate information barriers implemented or maintained as required by law or regulation from the person that would otherwise constitute a private equity sponsor; and

(ii)

managed and controlled separately from the person that would otherwise constitute a private equity sponsor and has separate personnel responsible for its interests under the Finance Documents, such personnel being independent from the interests of the entity, division or desk constituting the private equity sponsor, and no information provided under the Finance Documents is disclosed or otherwise made available to any personnel responsible for the interests of the entity, division or desk constituting the private equity sponsor.

"Initial Investors" means:

(a)

one or more funds, limited partnerships, co-investment vehicles and/or other similar vehicles entities or accounts entities managed by or otherwise advised by any of or collectively BK LC Lux SCA, BK LC Lux MidCo S.à r.l., Financie`re Agache S.A., Catterton Management Company, L.L.C., LC9 International AIV, LP, L Catterton Europe IV, SLP, L Catterton Asia 3 Pte. Ltd and/or any of their respective "associates" (as defined in the Companies Act 2006) or Related Funds and/or any of their respective successors;

(b)

Christian Birkenstock and any investment vehicles controlled by him, including CB Verwaltungs GmbH and CB Beteiligungs GmbH & Co. KG, together with any of its successors, Affiliates, Related Funds or direct or indirect Subsidiaries; and

(c)

any other co-investor approved by the Majority Lenders (acting reasonably),

in each case, other than any portfolio operating companies and their subsidiary undertakings.

"Initial Testing Date" has the meaning given to that term in paragraph (a)(i) of Clause 25.8 (Guarantees and Security).

"InsO" means the German Insolvency Code (Insolvenzordung).

"Insolvency Event" means, in relation to a Finance Party, the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, custodian or other similar officer in respect of that Finance Party or all or substantially all of that Finance Party's assets or any analogous procedure or step being taken in any jurisdiction with respect to that Finance Party.

"Intercreditor Agreement" means the intercreditor agreement dated 28 April 2021 (as amended and restated from time to time) and made between, among others, BK LC Lux SPV S.à r.l. as Company, the Original Debtors (as defined therein) and Goldman Sachs Bank USA as the Security Agent and the Original Lenders and to which the Original Lenders herein shall accede to on or about the date of this Agreement as Senior Lenders (as defined therein).[1]

"Interest Period" means, in relation to a Loan, each period determined in accordance with Clause 13 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 12.4 (Default interest).

"Internal Revenue Code" means the US Internal Revenue Code of 1986, as amended from time to time.

"Interpolated Screen Rate" means, in relation to the applicable IBOR for any Term Rate Loan (other than a USD Term Rate Loan), the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

(a)

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

(b)

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

each as of the Specified Time for the currency of that Loan.

"Interpolated Term SOFR" means, in relation to the applicable Term SOFR for any USD Term Rate Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

(a)

either:

_____________________

1

Note: Original Lenders to accede to Intercreditor Agreement by executing a Creditor/Agent Accession Undertaking in the form set out in Schedule 2 (Form of Creditor/Agent Accession Undertaking) to the Intercreditor Agreement.

(i)

the most recent applicable Term SOFR for the longest period (for which Term SOFR is available) which is less than the Interest Period of that Loan; or

(ii)

if no such Term SOFR is available for a period which is less than the Interest Period of that USD Term Rate Loan, SOFR for a day which is two US Government Securities Business Days before the Quotation Day;

(b)

the most recent applicable Term SOFR for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of that Loan,

each as of the Specified Time for the currency of that Loan.

"Investment" means, with respect to any person, all investments by such person in other persons (including Affiliates) in the form of advances, loans or other extensions of credit (other than advances or extensions of credit to customers, suppliers, directors, officers or employees of any person in the ordinary course of business, and excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or the Incurrence of a Guarantee of any obligation of, or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such other persons and all other items that are or would be classified as investments on a balance sheet prepared on the basis of the Accounting Principles; provided that endorsements of negotiable instruments and documents in the ordinary course of business will not be deemed to be an Investment. If the Company or any Restricted Subsidiary issues, sells or otherwise disposes of any Capital Stock of a person that is a Restricted Subsidiary such that, after giving effect thereto, such person is no longer a Restricted Subsidiary, any Investment by the Company or any Restricted Subsidiary in such person remaining after giving effect thereto will be deemed to be a new Investment at such time.

"Investment Grade Securities" means:

(a)

securities issued or directly and fully Guaranteed or insured by Australia, the Canadian government, the EU or a member state of the EU, Japan, Norway, Switzerland, the UK, the US government or, in each case, any agency or instrumentality thereof (other than Cash Equivalent Investments);

(b)

debt securities or debt instruments with a rating of "A-" or higher from S&P or Fitch or "A3" or higher by Moody's or the equivalent of such rating by such rating organization or, if no rating of Moody's, Fitch or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries; and

(c)

Investments in any fund that invests exclusively in investments of the type described in paragraphs (a) and (b), above which fund may also hold cash and Cash Equivalent Investments pending investment or distribution.

"Investor Affiliate" means (i) any Investor and each of its Affiliates, (ii) any sponsor, limited partnerships or entities managed or advised by an Investor or any of its Affiliates, (iii) any trust of an Investor or any of its Affiliates or in respect of which any such persons are a trustee, (iv) any partnership of an Investor or any of its Affiliates or in respect of which any such persons are a partner and (v) any trust, fund or other entity which is managed by, or is under the control of, an Investor or any of its Affiliates, but excluding (in each case) (A) any fund or entity that is affiliated with or managed and/or advised by any Investor where the principal business of such affiliated fund or entity is investing in debt and (B) any member of the Group.

"Investors" means the Initial Investors and any other person holding (directly or indirectly) any issued share capital of the Company from time to time.

"IRS" has the meaning given to that term in Clause 16.1 (Tax Definitions).

"ITA" means the UK Income Tax Act 2007.

"Latest Compounded Rate Supplement" means, in relation to a currency, the most recent Compounded Rate Supplement (if any) for which the condition in paragraph (a) of the definition of "Compounded Rate Supplement" in relation to such currency is satisfied.

"Legal Opinion" means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent), under Clause 29 (Changes to the Obligors) or at any other time in connection with the Finance Documents.

"Legal Reservations" means:

(a)

the principle that certain remedies (including equitable remedies and remedies that are analogous to equitable remedies in the applicable jurisdiction) may be granted or refused at the discretion of the court, the principles of reasonableness and fairness, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration, examinership and other laws generally affecting the rights of creditors and secured creditors and similar principles or limitations under the laws of any applicable jurisdiction;

(b)

the time barring of claims under applicable limitation laws (including the Limitation Acts) and defences of acquiescence, set-off or counterclaim and the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void and defences of set-off, counterclaim or acquiescence, and similar principles or limitations under the laws of any applicable jurisdiction;

(c)

the principle that in certain circumstances Security granted by way of fixed charge may be recharacterised as a floating charge or that Security purported to be constituted as an assignment may be recharacterised as a charge;

(d)

the principle that additional or default interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

(e)

the principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant;

(f)

the principle that the creation or purported creation of Security over (i) any asset not beneficially owned by the relevant charging company at the date of the relevant security document or (ii) any contract or agreement which is subject to a prohibition on transfer, assignment or charging, may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which Security has purportedly been created;

(g)

the accessory nature of certain German law governed Security;

(h)

the possibility that a court may strike out a provision of a contract for rescission or oppression, undue influence or similar reason;

(i)

the principle that a court may not give effect to any parallel debt provisions, covenants to pay the Security Agent or other similar provisions;

(j)

the principle that certain remedies in relation to regulated entities may require further approval from government or regulatory bodies or pursuant to agreements with such bodies;

(k)

similar principles, rights and defences under the laws of any relevant jurisdiction;

(l)

the principles of private and procedural laws of the Relevant Jurisdiction which affect the enforcement of a foreign court judgment;

(m)

the principle that in certain circumstances pre-existing Security purporting to secure an Additional Facility, further advances or any Facility following a Structural Adjustment may be void, ineffective, invalid or unenforceable; and

(n)

any other matters which are set out as qualifications or reservations (however described) as to matters of law in the Legal Opinions.

"Lender" means:

(a)

an Original Lender; or

(b)

any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 2.2 (Additional Facilities), Clause 2.3 (Increase) or Clause 27 (Changes to the Lenders),

which in each case has not ceased to be a Lender in accordance with the terms of this Agreement and provided that (among other things as provided by this Agreement) upon (i) termination in full of all Commitments of any Lender in relation to any Facility and (ii) payment in full of all amounts which are then due and payable to such Lender under that Facility, such Lender shall not be regarded as a Lender for that Facility for the purpose of determining whether any provision which requires consultation, consent, agreement or vote with any Lender (or any class thereof) has been complied with.

"Leverage Condition" means the Total Net Leverage Ratio as at the Applicable Test Date in respect of any Incurrence of Indebtedness under any Additional Facility does not exceed 3.50:1.00.

"Liabilities" has the meaning given to that term in the Intercreditor Agreement.

"Lien" means any mortgage, pledge, security interest, encumbrance, lien, hypothecation or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof); provided that in no event shall an operating lease be deemed to constitute a Lien.

"Limitation Acts" means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

"ListCo" means Birkenstock Holding plc, a registered company public existing under the laws of Jersey with registered address at 47 Esplanade, St. Helier, JE1 0BD, Jersey and registered with the Jersey Financial Services Commission with registration number 148522.

"ListCo Group" means the ListCo and its Restricted Subsidiaries from time to time.

"Listing" means the listing or the admission to trading of all or any part of the share capital of any member of the Group or any Holding Company (the only material assets of which are shares or other investments (directly or indirectly in the Group)) of a member of the Group (other than the Initial Investors) on any recognised investment exchange (as that term is used in the Financial Services and Markets Act 2000) or in or on any other exchange or market in any jurisdiction or country or any other sale or issue by way of listing, flotation or public offering or any equivalent circumstances in relation to any member of the Group or any such Holding Company of any member of the Group (other than the Initial Investors and their Holding Companies) in any jurisdiction or country.

"LMA" means the Loan Market Association.

"Loan" means a Term Loan or a Revolving Facility Loan.

"Loan to Own/Distressed Investor" means any person whose (or any of whose Affiliates' or Related Funds' including an Affiliate or a Related Fund of a Lender or a transferee which satisfies the requirements set out under paragraph (b) of Clause 27.3 (Conditions of Transfer)) principal business or material activity is:

(a)

investing in distressed debt or the purchase of loans or other debt securities with the intention of (or view to) owning the equity or gaining control of a business (directly or indirectly);

(b)

investing in equity and/or acquiring control of, or an equity stake in, a business (directly or indirectly); and/or

(c)

exploiting holdout or blocking positions,

provided that:

(i)

any Affiliate of such persons which are a Rated Bank which are managed and controlled independently to any such person who meets any of the criteria referred to in sub-paragraphs (a) to (c) above and provided that any information made available under the Finance Documents shall not be disclosed or made available to such person or its other Affiliates; and

(ii)

any Original Lender,

shall not, in each case, be a Loan to Own/Distressed Investor.

"Lookback Period" means, in relation to a Compounded Rate Currency, the number of days specified as such in the applicable Compounded Rate Terms (or such other period as may be agreed by the Company and the Agent based on then prevailing market conventions).

"LTM" means last twelve (12) Months.

"LTM EBITDA" means on any day, Consolidated EBITDA of the Group for the Relevant Period ending on the Applicable Reporting Date provided that in the event any indebtedness, loan, investment, disposal, guarantee, payment or other transaction is committed, incurred or made by any member of the Group based on the amount of LTM EBITDA as determined for a given Applicable Test Date, that indebtedness, loan, investment, disposal, guarantee, payment or other transaction shall not constitute, or be deemed to constitute, or result in, a breach of any provision of this Agreement or the other Finance Documents if there is a change in the amount of LTM EBITDA for any Relevant Period ending subsequent to such Applicable Test Date.

"Luxembourg" means the Grand Duchy of Luxembourg.

"Luxembourg Borrower" has the meaning give to that term in Clause 16.1 (Tax Definitions).

"Luxembourg Obligor" means an Obligor existing under the laws of Luxembourg.

"Luxembourg Qualifying Lender" has the meaning give to that term in Clause 16.1 (Tax Definitions).

"Luxembourg Treaty Lender" has the meaning give to that term in Clause 16.1 (Tax Definitions).

"Luxembourg Treaty State" has the meaning give to that term in Clause 16.1 (Tax Definitions)

"Major Event of Default" means any event or circumstance constituting an Event of Default that is continuing under:

(a)

(b)

(c) 

(d)

(e)

(f)

in each case as it relates to any acquisition permitted by the terms of this Agreement or an Agreed Certain Funds Utilisation, the applicable Agreed Certain Funds Obligor(s) only (and excluding: (x) any procurement obligations on the part of the Agreed Certain Funds Obligor with respect to any other member of the Group; and (y) any failure to comply, breach or Default by any other member of the Group).

"Major Representation" means a representation or warranty under:

(a)

(b)

(c)

(d)

in each case as it relates to any acquisition permitted by the terms of this Agreement or an Agreed Certain Funds Utilisation, the applicable Agreed Certain Funds Obligor(s) only (and excluding: (x) any procurement obligations on the part of the Agreed Certain Funds Obligor with respect to any other member of the Group; and (y) any failure to comply, breach or Default by any other member of the Group).

"Major Undertaking" means an undertaking under:

(a)

(b)

(c)

in each case as it relates to any acquisition permitted by the terms of this Agreement or an Agreed Certain Funds Utilisation, the applicable Agreed Certain Funds Obligor(s) only (and excluding: (x) any procurement obligations on the part of the Agreed Certain Funds Obligor with respect to any other member of the Group; and (y) any failure to comply, breach or Default by any other member of the Group:

"Majority Lenders" means, subject to paragraphs (f) and (g) of Clause 39.4 (Other exceptions):

(a)

a Lender or Lenders whose Commitments at that time aggregate more than sixty-six point two third (662/3) per cent. of the Total Commitments; or

(b)

if the Total Commitments have at that time been reduced to zero, a Lender or Lenders whose Commitments aggregated more than sixty-six point two third (662/3) per cent. of the Total Commitments immediately prior to that reduction,

provided that for this purpose the amount of an Ancillary Lender's Revolving Facility Commitments shall not be reduced by the amount of its Ancillary Commitment.

"Majority Revolving Facility Lenders" means, subject to paragraphs (f) and (g) of Clause 39.4 (Other exceptions):

(a)

a Lender or Lenders whose Commitments at that time aggregate more than sixty-six point two third (662/3) per cent. of:

(i)

the Total Original Revolving Facility Commitments; and

(ii)

the Total Additional Facility Commitments in respect of any Additional Revolving Facility which benefits from the Financial Covenant to the extent specified in the relevant Additional Facility Notice; or

(b)

if both the Total Original Revolving Facility Commitments and the Total Additional Facility Commitments under each applicable Additional Revolving Facility have at that time been reduced to zero (0), a Lender or Lenders whose Commitments aggregated more than sixty-six point two third (662/3) per cent. of the Total Original Revolving Facility Commitments and the Total Additional Facility Commitments under each applicable Additional Revolving Facility immediately prior to that reduction,

provided that for this purpose the amount of an Ancillary Lender's Revolving Facility Commitments shall not be reduced by the amount of its Ancillary Commitment.

"Management Advances" means loans or advances made to, or Guarantees with respect to loans or advances made to, directors, officers, employees, contractors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of any Parent Entity, the Company or any Restricted Subsidiary, or to any management equity plan, stock option plan, any other management or employee benefit, bonus or incentive plan or any trust, partnership or other entity of, established for the benefit of or the beneficial owner of which (directly or indirectly) is the directors, officers, employees, contractors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of any Parent Entity, the Company or any Restricted Subsidiary.

"Management Stockholders" means the members of management of the Company (or any Parent Entity) or its Subsidiaries who are holders of Capital Stock of the Company or of any Parent Entity on the Closing Date or will become holders of such Capital Stock in connection with the Transaction.

"Margin" means:

(a)

in relation to any Facility B (EUR) Loan, 2.10% per annum;

(b)

in relation to any Facility B (USD) Loan, 2.40% per annum;

(c)

in relation to any Original Revolving Facility Loan, 2.10% per annum;

(d)

in relation to any Additional Facility Loan, the percentage rate per annum specified by the Company in the relevant Additional Facility Notice;

(e)

in relation to any Unpaid Sum relating or referable to a Facility, the rate per annum specified above for that Facility; and

(f)

in relation to any other Unpaid Sum, the highest rate specified above,

but from the first day following the Closing Date:

(i)

the Margin for each Loan under Facility B (EUR), Facility B (USD) and the Original Revolving Facility will be the percentage per annum set out below in the column for the applicable Facility opposite the applicable Total Net Leverage Ratio for any Relevant Period:

Total Net Leverage Ratio

Facility B (EUR) Margin (per cent. per annum)

Facility B (USD) Margin (per cent. per annum)

Original Revolving Facility Margin (per cent. per annum)

Greater than 3.00:1

2.60%

2.90%

2.60%

Equal to or less than 3.00:1 but greater than 2.50:1

2.35%

2.65%

2.35%

Equal to or less than 2.50:1 but greater than 2.00:1

2.10%

2.40%

2.10%

Equal to or less than 2.00:1 but greater than 1.50:1

1.85%

2.15%

1.85%

Equal to or less than 1.50:1

1.60%

1.90%

1.60%

and

(ii)

the Margin for each Additional Facility Loan and Additional Revolving Facility Utilisation will be the percentage per annum agreed with the Additional Facility Lenders and as indicated in the Additional Facility Notice for those Additional Facility Commitments.

However:

(A)

any increase or decrease in the Margin shall take effect on the date of receipt by the Agent of the Compliance Certificate for such Relevant Period delivered pursuant to Clause 23.2 (Provision and contents of Compliance Certificates);

(B)

there shall be no restriction on the number of step-ups or step-downs in the level of Margin that may occur as a result of this provision and multiple step-ups or step-downs may occur on any date specified in sub-paragraph (A) above;

(C)

if, following receipt by the Agent of the Annual Financial Statements and related Compliance Certificate, those statements and Compliance Certificate demonstrate that (1) the Margin should have been reduced in accordance with the above table or as indicated in the applicable Additional Facility Notice or (2) the Margin should not have been reduced or should have been increased in accordance with the above table or as indicated in the applicable Additional Facility Notice, the next payment of interest under the relevant Facility shall be adjusted in accordance with paragraph (a) of Clause 12.3 (Payment of interest). The Agent's determination (acting reasonably and in good faith) of the adjustments payable shall be prima facie evidence of such adjustments and the Agent shall, if so requested by the Company, provide the Company with reasonable details of the calculation of such adjustments;

(D)

while a Material Event of Default or an Event of Default under Clause 26.2 (Non-payment), Clause 26.3 (Other Obligations) (but only in relation to a failure to comply with paragraph (a) of Clause 23.2 (Provision and contents of Compliance Certificates) such that the Margin cannot be determined), Clause 26.7 (Insolvency) and Clause 26.8 (Insolvency Proceedings) (in each case, a "Margin Event of Default") is continuing, the Margin for each Loan under Facility B and the Original Revolving Facility shall, in each case, be the highest percentage per annum set out above for a Loan under that Facility (or, in respect of any Additional Facility, the highest percentage rate per annum set out in the applicable Additional Facility Notice in respect of the relevant Additional Facility Commitments). Once that Margin Event of Default has been remedied or waived, the Margin for each Loan will be re-calculated on the basis of the most recently delivered Compliance Certificate and the terms of this definition "Margin" shall apply (on the assumption that on the date of the most recently delivered Compliance Certificate, no Margin Event of Default had occurred or was continuing) with any reduction in Margin resulting from such recalculation taking effect from the date of such remedy or waiver and the terms of this definition "Margin" shall apply (on the assumption that no such Margin Event of Default has occurred or was continuing) with any reduction in Margin resulting from such recalculation taking effect from the date of such remedy or waiver; and

(E)

"Material Adverse Effect" means any event or circumstance which in each case after taking into account all mitigating factors or circumstances (including any warranty, indemnity, insurance or other resources available to the Group or right of recourse against any third party with respect to the relevant event or circumstance and any obligation of any person in force to provide any additional equity investment in the Group):

(a)

has a material adverse effect on the consolidated business, assets or financial condition of the Group (taken as a whole) such that the Group (taken as a whole) would be unable to perform its payment obligations under the Finance Documents in respect of principal amounts due and payable thereunder; or

(b)

subject to the Legal Reservations and any Perfection Requirements, affects the validity or the enforceability of the Finance Documents (taken as a whole) to an extent which is materially adverse to the interests of the Finance Parties (taken as a whole) under the Finance Documents (taken as a whole),

and, in each case, if capable of remedy, is not remedied within twenty (20) Business Days of the date on which the Agent gives written notice of the issue to the Company.

"Material Event of Default" means an Event of Default under:

(a)

Clause 26.2 (Non-payment);

(b)

Clause 26.4 (Financial Covenant);

(c)

Clause 26.7 (Insolvency); and

(d)

Clause 26.8 (Insolvency Proceedings).

"Material Intellectual Property" means any specifically identifiable material intellectual property required in order to conduct the business of the Group in all material respects as it is being conducted and which is beneficially owned by or licensed to members of the Group.

"Maturing Revolving Facility Loan" has the meaning given to that term in paragraph (c) of Clause 8.3 (Repayment of Revolving Facility Loans).

"Month" means a period starting on one (1) day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)

other than where paragraph (b) below applies:

(i)

(subject to paragraph (iii) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(ii)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(iii)

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end; and

(b)

in relation to any Interest Period for any Loan (or any other period for the accrual of commission or fees) in a Compounded Rate Currency for which there are rules specified as "Business Day Conventions" in respect of that currency in the applicable Compounded Rate Terms, those rules shall apply.

The rules set out above will only apply to the last month of any period.

"Moody's" means Moody's Investors Service, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

"Multiemployer Plan" means a "multiemployer plan" (as defined in Section (3)(37) of ERISA) that is subject to Title IV of ERISA that is contributed to for any employees of an Obligor or any ERISA Affiliate or in respect of which any US Obligor or any ERISA Affiliate has any actual or contingent, direct or indirect liability.

"Nationally Recognized Statistical Rating Organization" means a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) under the Securities Act.

"Net Cash Proceeds" with respect to any issuance or sale of Capital Stock or Subordinated Shareholder Funding, means the cash proceeds of such issuance or sale net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually Incurred in connection with such issuance or sale and net of Taxes paid or reasonably estimated to be actually payable as a result of such issuance or sale (including, for the avoidance of doubt, any income, withholding and other Taxes payable as a result of the distribution of such proceeds to the Company and after taking into account any available tax credit or deductions and any tax sharing agreements, and including distributions for Related Taxes and Permitted Tax Distributions).

"Net Outstandings" means, in relation to a multi-account overdraft, the Ancillary Outstandings of that multi-account overdraft.

"New Debt Financing" has the meaning given to that term in the Intercreditor Agreement.

"New Lender" has the meaning given to that term in Clause 27.2 (Assignments and Transfers by Lenders).

"Non-Consenting Lender" has the meaning given to that term in Clause 39.6 (Excluded Commitments).

"Non-Responding Lender" has the meaning given to that term in Clause 39.6 (Excluded Commitments).

"Notice Date" has the meaning given to that term in Clause 15.5 (Interest, commission and fees on Ancillary Facilities).

"Notifiable Debt Purchase Transaction" has the meaning given to that term in paragraph (h) of Clause 28 (Debt Purchase Transactions).

"Obligations" means any principal, interest (including Post-Petition Interest and fees accruing on or after the filing of any petition in bankruptcy or for reorganisation relating to the Company or any Guarantor whether or not a claim for Post-Petition Interest or fees is allowed in such proceedings), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers' acceptances), damages and other liabilities payable under the documentation governing any Indebtedness.

"Obligor" means a Borrower or a Guarantor.

"Obligors' Agent" means Birkenstock Group B.V. & CO. KG or such other person appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.6 (Obligors' Agent).

"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury (or any successor thereto).

"Officer" means, with respect to any person:

(a)

the chairman of the Board of Directors, the CEO, the president, the CFO, any vice president, the treasurer, any director, any manager, authorized signatory, managing director or the company secretary (or, in each case, any person holding a similar or equivalent role):

(i)

of such person; and/or