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Exhibit 10.13(ii)
THE TIMBERLAND COMPANY
11 Merrill Industrial Drive
Hampton, NH 03842-5050
FIRST AMENDMENT
Dated as of September 15, 1993
RE: Note Agreements dated as of September 30, 1989
$35,000,000 9.7% Senior Notes
Due December 1, 1999
To the Holder named in Schedule I hereto which is a signatory of this Agreement
Gentlemen:
Reference is made to the separate Note Agreements, each dated as of
September 30, 1989 (the "Original Note Agreements"), between the undersigned,
THE TIMBERLAND COMPANY, a Delaware corporation (the "Company"), and the
Purchasers named in Schedule I thereto (the "Holders") respectively. Unless
otherwise herein defined or the context hereof otherwise requires, the
capitalized terms in this First Amendment shall have the respective meanings
specified in the Original Note Agreements.
The Company now wishes to amend the Original Note Agreements in the
respects, but only in the respects, hereinafter set forth, and, by your
execution hereof, you hereby agree to such amendments on the terms hereinafter
set forth:
SECTION 1. AMENDMENTS.
1.1. Section 5.6 of the Original Note Agreements shall be, and the same
hereby is, amended in its entirety so that the same shall read as follows:
"5.6. Current Ratio. The Company will at all times keep and maintain
Consolidated Current Assets at an amount not less than 125% of Consolidated
Current Liabilities."
1.2. Section 5.7 of the Original Note Agreements shall be, and the same
hereby is, amended in its entirety so that the same shall read as follows:
"5.7. Consolidated Tangible Net Worth. The Company will
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at all times keep and maintain Consolidated Tangible Net Worth at an amount
not less than (i) for the fiscal quarter of the Company ending October 1,
1993, $55,000,000, and (ii) for each fiscal quarter thereafter, the sum of
(x) the amount required to be maintained during the immediately preceding
fiscal quarter of the Company, and (y) an amount equal to 25% of
Consolidated Net Income for such preceding fiscal quarter (but without
deduction in the case of a deficit in Consolidated Net Income)."
SECTION 2. MISCELLANEOUS
2.1. Any Default or Event of Default which might have existed under the
Original Note Agreements prior to giving effect to this First Amendment but
which would not constitute such a Default or Event of Default under the
Original Note Agreements as amended by this First Amendment is hereby waived.
2.2. Any and all notices, requests, certificates and other instruments
executed and delivered after the effective date of this First Amendment may
refer to the "Note Agreements dated as of September 30, 1989" without making
specific reference to this First Amendment, but nevertheless all such
references shall be deemed to include this First Amendment unless the context
shall otherwise require.
2.3. This First Amendment shall be construed in connection with and as
part of the Original Note Agreements, and all terms, conditions and covenants
contained in the Original Note Agreements, except as herein modified, shall be
and remain in full force and effect.
2.4. This First Amendment may be executed in any number of counterparts,
each executed counterpart constituting an original but altogether one and the
same instrument.
Upon the acceptance of this First Amendment by Holders holding at least 51%
in aggregate unpaid principal amount of all outstanding Notes, this agreement
shall become effective and the Original Note Agreements shall be amended as
herein set forth, such amendment to be effective as of September 30, 1993.
THE TIMBERLAND COMPANY
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By: /s/ CARDEN N. WELSH
Its: Treasurer
Accepted as of September 15, 1993
PRINCIPAL MUTUAL LIFE INSURANCE
COMPANY
By: /s/ CLINT WOODS
Its: Counsel
By /s/ JOSEPH P. MCLAUGHLIN
Its: Counsel
NORTHWESTERN NATIONAL LIFE
INSURANCE COMPANY
By: /s/ FRANK P. PINTENS
Its: Authorized Representative
NORTHERN LIFE INSURANCE COMPANY
By: /s/ FRANK P. PINTENS
Its: Assistant Treasurer
BENEFICIAL STANDARD LIFE INSURANCE
COMPANY
By: /s/ THOMAS A. MEYERS
Its: Vice President, Investment Officer
FARM BUREAU LIFE INSURANCE
COMPANY
By: /s/ DAVID D. BAKER
Its: Portfolio Department Manager
FB ANNUITY COMPANY
By: /s/ DAVID D. BAKER
Its: Portfolio Department Manager
FARM BUREAU MUTUAL LIFE INSURANCE
COMPANY OF MICHIGAN
By: /s/ DAVID D. BAKER
Its: Portfolio Department Manager
SUN LIFE ASSURANCE COMPANY OF
CANADA (U.S.)
By: /s/ L. BROCK THOMSON
Its: Treasurer
GUARANTEE MUTUAL LIFE COMPANY
By: /s/ DAVID BOMBERGER
Its: Senior Vice President-
Investments & Treasurer
Holding the unpaid principal amount of the
Notes set out opposite its name in Schedule I
hereto
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SCHEDULE I
HOLDERS PRINCIPAL AMOUNT
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY $16,000,000
711 High Street
Des Moines, Iowa 50392-0800
Attention: Investment Department
Securities Division
NORTHWESTERN NATIONAL LIFE INSURANCE $4,500,000
COMPANY
c/o Washington Square Capital, Inc.
Private Placement Servicing
100 Washington Square
Suite 800, Route 3070
Minneapolis, Minnesota 55401-2147
Attention: Kathy Gunderson
NORTHERN LIFE INSURANCE COMPANY $2,000,000
c/o Washington Square Capital, Inc.
Private Placement Servicing
100 Washington Square
Suite 800, Route 3070
Minneapolis, Minnesota 55401-2147
Attention: Kathy Gunderson
BENEFICIAL STANDARD LIFE INSURANCE COMPANY $3,000,000
c/o CONSECO, INC.
11825 N. Pennsylvania Street
Carmel, Indiana 46032
Attention: Nora Bamman
FARM BUREAU LIFE INSURANCE COMPANY $1,000,000
c/o Farm Bureau Insurance Group
Investment Division
7373 West Saginaw, P.O. Box 30400
Lansing, Michigan 48917
Attention: Steven Harkness, Portfolio Manager
FB ANNUITY COMPANY $1,000,000
c/o Farm Bureau Insurance Group
Investment Division
7373 West Saginaw, P.O. Box 30400
Lansing, Michigan 48917
Attention: Steven Harkness, Portfolio Manager
FARM BUREAU MUTUAL INSURANCE COMPANY $ 500,000
OF MICHIGAN
c/o Farm Bureau Insurance Group
Investment Division
7373 West Saginaw, P.O. Box 30400
Lansing, Michigan 48917
Attention: Steven Harkness, Portfolio Manager
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) $4,000,000
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02181-0001
Attention: Investment Department
Private Placement Section
SUN LIFE INSURANCE AND ANNUITY COMPANY OF $1,000,000
NEW YORK
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02181-0001
Attention: Investment Department
Private Placement Section #1303
GUARANTEE MUTUAL LIFE COMPANY $2,000,000
1 Guarantee Center
8801 Indian Hills Drive
Omaha, Nebraska 68114
Attention: Investment Division