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Amendment No. 1 To Credit Agreement - TIMBERLAND CO - 5-9-1997

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Amendment No. 1 To Credit Agreement - TIMBERLAND CO - 5-9-1997 Powered By Docstoc
					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 MORGAN 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.

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.

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.

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/ Carden N. Welsh ---------------------------------------Title: Treasurer

BANKS MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By: /s/ Deborah A. Brodheim ---------------------------------------Title: Vice President

ABN AMRO BANK N.V., BOSTON BRANCH
By: /s/ Carol A. Levine ---------------------------------------Title: Senior Vice President By: /s/ James E. Davis ---------------------------------------Title: Group Vice President

THE FIRST NATIONAL BANK OF BOSTON, as a Bank and as Issuing Bank
By: /s/ Chris Francis ---------------------------------------Title: Vice President

THE NORTHERN TRUST COMPANY
By: /s/ James F. T. Monhart ---------------------------------------Title: Vice President

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/ Carden N. Welsh ---------------------------------------Title: Treasurer

BANKS MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By: /s/ Deborah A. Brodheim ---------------------------------------Title: Vice President

ABN AMRO BANK N.V., BOSTON BRANCH
By: /s/ Carol A. Levine ---------------------------------------Title: Senior Vice President By: /s/ James E. Davis ---------------------------------------Title: Group Vice President

THE FIRST NATIONAL BANK OF BOSTON, as a Bank and as Issuing Bank
By: /s/ Chris Francis ---------------------------------------Title: Vice President

THE NORTHERN TRUST COMPANY
By: /s/ James F. T. Monhart ---------------------------------------Title: Vice President

CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Vladimir Labun ---------------------------------------Title: First Vice President-Manager

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 28, 1997 AND THE CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 28, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 28, 1997 AND THE CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 28, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

3 MOS DEC 31 1997 MAR 28 1997 95,894 0 95,218 3,669 158,843 366,056 105,009 57,474 441,082 127,364 136,129 0 0 112 167,124 441,082 150,684 150,684 89,070 89,070 421 387 4,577 6,137 1,841 4,296 0 0 0 4,296 .37 0