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Exhibit 10.11(ii)
EXECUTION COPY
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of November 15, 1993 to the Credit Agreement dated
as of May 13, 1993 among THE TIMBERLAND COMPANY (the "Borrower"), the BANKS
listed on the signature pages thereof (the "Banks") and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Administrative Agent (the "Administrative Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a Credit
Agreement dated as of May 13, 1993 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement as
hereinafter set forth.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the 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 Agreement shall from and after the date hereof refer to the
Agreement as amended hereby.
SECTION 2. Amendment of Section 1.01 of the Agreement. Section 1.01
of the Agreement is hereby amended by:
(a) amending the definition of "Permitted Long-Term Debt" contained
therein to read in its entirety as follows:
"'Permitted Long-Term Debt' means (i) Debt outstanding under the
Chase Credit Agreement and (ii) Debt (other than Debt permitted under
Section 6.08(b)) of the Company or any of its Subsidiaries that (a) does
not mature or have any required sinking fund or other required payments of
principal (other than (x) principal and interest on a standard mortgage
basis for mortgages with terms, at the time such mortgages are entered
into, of greater than 15 years and (y) the principal component of rental
payments with respect to not more than
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$5,000,000 of capitalized leases, the terms of which are not, at the time such
leases are entered into, less than five years), any mandatory redemptions or
redemptions at the option of the holder thereof or any required increases in
the rate of interest payable with respect thereto, in any such case prior to
the first anniversary of the Termination Date or (b) consists of conventional
construction loans incurred to finance the construction of real property
improvements of the Company and its Subsidiaries."; and
(b) adding, following the definition of "CD Reference Banks"
contained therein, the following new definition:
"'Chase Credit Agreement' means the Credit Agreement dated as of
November 15, 1993 among the Company, the banks listed on the signature pages
thereof, and The Chase Manhattan Bank, N.A., as agent for such banks, as the
same may, subject to Section 6.15, be amended, modified or supplemented from
time to time.".
SECTION 3. Amendment to Section 6.08(a) of the Agreement. Section
6.08(a) of the Agreement is hereby amended by inserting, immediately before the
semicolon at the end thereof, the following proviso:
", and provided further that the sum of (1) the aggregate outstanding
principal amount of all Loans to Eligible Subsidiaries and (2) the aggregate
outstanding face amount of all Acceptances drawn by Eligible Subsidiaries then
outstanding less the aggregate face amount of all such Acceptances as to which
Acceptance Obligations have been paid or prepaid pursuant to Section 2.13,
3.04, 3.07 or 9.06 shall at no time exceed $17,000,000".
SECTION 4. Amendment to Section 6.15 of the Agreement. Section 6.15
of the Agreement is hereby amended to read in its entirety as follows:
"SECTION 6.15. Restrictions on Prepayments of and Amendments to
Certain Debt. (a) The Company will not, and will not permit any of its
Subsidiaries to, voluntarily repay or prepay (i) any Debt
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outstanding under any of the Note Agreements, each dated as of September 30,
1989 and between the Company and the Purchaser named in Schedule I thereto
(each a "Note Agreement"), or (ii) except with the proceeds of the issuance by
the Company of Permitted Long-Term Debt or shares of its common stock, any Debt
outstanding under the Chase Credit Agreement, provided that the Company may
voluntarily repay or prepay Debt outstanding under the Chase Credit Agreement
in a cumulative aggregate amount not in excess of $5,000,000 without regard to
the source of funds used for such repayment or prepayment so long as,
immediately before and after any such repayment or prepayment, the Total
Aggregate Exposure of each Bank is zero.
(b) The Company will not consent to (i) any amendment of the
final maturity of any Debt outstanding under any Note Agreement to a date prior
to the Termination Date, (ii) any amendment of the amount or date of any
required repayment or prepayment of any Debt outstanding under the Chase Credit
Agreement, except for an amendment of any such date to a date on or after the
earlier of ( A) the date of such required repayment or prepayment as in effect
prior to such amendment and (B) the Termination Date or (iii) any amendment,
modification, supplement or waiver of the covenants or events of default
contained in the Chase Credit Agreement in any manner that (A) causes such
covenants or events of default to include additional, greater or more stringent
restrictions on the Company and (B) could adversely affect the Banks.".
SECTION 5. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 6. Counterparts; Effectiveness. 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. This Amendment shall become effective as of the date hereof when
the Administrative Agent shall have received duly executed counterparts hereof
signed by the Borrower and the Required Banks (or, in the case of any party as
to which an executed counterpart shall not have been received, the
Administrative Agent shall have received telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof by such
party).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
THE TIMBERLAND COMPANY
/s/ Carden N. Welsh
By _____________________
Title: Treasurer
MORGAN GUARANTY TRUST COMPANY
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OF NEW YORK
/s/ Charles Pardue
By _____________________
Title: Associate
ABN AMRO BANK N.V.
Marilyn Tressell
By _____________________
Title: Vice President
/s/ Carolyn Van Putten
By _____________________
Title: Ass't Vice President
THE FIRST NATIONAL BANK
OF BOSTON
/s/ Amy B. Lyons
By ______________________
Title: Vice President
BARCLAYS BANK PLC
No Signature
By ______________________
Title:
THE NORTHERN TRUST COMPANY
/s/ Greg Werd
By ______________________
Title: Vice President
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as
Administrative Agent
/s/ Charles Pardue
By _____________________
Title: Associate