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EXHIBIT 10.12
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of March 21, 1997 to the Credit Agreement dated as of
June 21, 1996 (the "CREDIT AGREEMENT") among THE TIMBERLAND COMPANY (the
"BORROWER"), the BANKS party thereto (the "BANKS") and ▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK, as Agent (the "AGENT").
The parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. Amendment to Definition of Debt. The definition of Debt
contained in Section 1.01 of the Credit Agreement is amended to read in its
entirety as follows:
"Debt" of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, (iv) all obligations of such Person as lessee which are capitalized in
accordance with generally accepted accounting principles, (v) for purposes of
Section 5.13, and the definitions of Material Debt and Material Financial
Obligations, all obligations, whether contingent or non-contingent, of such
Person to reimburse or prepay any bank or other Person in respect of amounts
paid under a letter of credit, banker's acceptance or similar instrument,
whether drawn or undrawn, (vi) all Debt of others secured by a Lien on any asset
of such Person, whether or not such Debt is assumed by such Person, and (vii)
all Debt of others Guaranteed by such Person.
SECTION 3. Outside Letters of Credit. Section 5.08 of the Credit Agreement
is amended by deleting Section 5.08(b) in its entirety.
SECTION 4. Relaxation of Restrictions on Prepayments of Certain Debt.
Section 5.15 of the Credit Agreement is amended by replacing the reference to
"$10,000,000" that appears in the provision to subsection (a) thereof with
"$55,000,000".
SECTION 5. Representations of Borrower. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set forth
in Article 4 of the Credit Agreement will be true on and as of the Amendment
Effective Date and (ii) no Default will have occurred and be continuing on such
date.
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SECTION 6. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 7. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 8. Effectiveness. This Amendment shall become effective on the date
when the Agent shall have received from each of the Borrower and the Required
Banks a counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to the Agent) that such party has signed a
counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
THE TIMBERLAND COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Treasurer
BANKS
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▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President
ABN AMRO BANK N.V., BOSTON
BRANCH
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Senior Vice President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Group Vice President
THE FIRST NATIONAL BANK
OF BOSTON, as a Bank and as Issuing Bank
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
THE NORTHERN TRUST COMPANY
By: /s/ ▇▇▇▇▇ F. T. ▇▇▇▇▇▇▇
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Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: First Vice President-Manager