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EXHIBIT 10.13(b)
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of December 15, 1994 among THE
TIMBERLAND COMPANY (the "Company"), the BANKS listed on the
signature pages hereof (the "Banks") and MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
W I T N E S E T H :
WHEREAS, the parties hereto have heretofore
entered into a Credit Agreement dated as of May 4, 1994
(the "Agreement"); and
WHEREAS, the parties hereto desire to amend the
Agreement as provided herein to permit the issuance by the
Company of up to $106,000,000 aggregate principal amount of
its 8.94% Senior Unsecured Notes due December 2001;
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 definitions of "Applicable
Percentage" "Borrowing Base" and "Permitted Long-Term
Debt" set forth therein to read in their entirety as
follows:
"'Applicable Percentage' means (i) for any
day on or prior to September 28, 1995, 115%, (ii)
for any day after September 28, 1995 and on or
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prior to December 30, 1995, 105%, (iii) for any
day after December 30, 1995 and on or prior to
March 28, 1996, 100% and (iv) for any day after
March 28, 1996, 75%.";
"'Borrowing Base' means, for any day, an
amount equal to (i) 85% of the aggregate amount of
Eligible Receivables set forth in the Applicable
Certificate for such day plus (ii) if such day is
in the period, if any, designated by the Company
by not less than two days prior notice to the
Agent, of two consecutive Borrowing Base Periods
in the period of six consecutive Borrowing Base
Periods beginning in March and ending in September
of each year, inclusive, 20% of the Footwear
Inventory Component set forth in the Applicable
Certificate for such day less (iii) the sum of (A)
the aggregate principal amount of Permitted Long-
Term Debt (other than up to $75,000,000 in
aggregate principal amount of December 1994
Private Placement Debt) incurred on or after the
Effective Date and outstanding on such day and (B)
the aggregate principal amount of Permitted Short-
Term Debt outstanding on such day."; and
"'Permitted Long-Term Debt' means Debt (other
than Debt permitted under Section 5.08(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
(1) 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 (2) the principal component of rental
payments with respect to not more than $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.";
(b) deleting the definition of "Chase Credit
Agreement" set forth therein; and
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(c) adding, in alphabetical sequence, new
definitions of "December 1994 Private Placement Debt"
and "1994 Private Placement Debt" to read in their
entirety as follows:
"`December 1994 Private Placement Debt' means
Debt in an aggregate principal amount of up to
$106,000,000 in respect of the Company's [8.94%
Senior Unsecured Notes due December 2001] issued
in December 1994."; and
"`1994 Private Placement Debt' means April
1994 Private Placement Debt and December 1994
Private Placement Debt.".
SECTION 3. AMENDMENT OF SECTION 5.07 OF THE
AGREEMENT. Section 5.07 of the Agreement is hereby amended
to read in its entirety as follows:
"Section 5.07. FIXED CHARGE COVERAGE RATIO. The
Fixed Charge Coverage Ratio for any period of four
consecutive fiscal quarters will not be less than (a)
2.0 to 1.0 for any such period ending on or prior to
December 31, 1995 and (b) 2.25 to 1.0 for any such
period ending thereafter.".
SECTION 4. AMENDMENT OF SECTION 5.08(a) OF THE
AGREEMENT. Section 5.08(a) of the Agreement is amended to
read in its entirety as follows:
"(a) Debt outstanding under this Agreement and
the Notes;".
SECTION 5. AMENDMENT OF SECTION 5.15 OF THE
AGREEMENT. Section 5.15 of the Agreement is hereby amended
to read in its entirety as follows:
"SECTION 5.15. RESTRICTIONS ON PREPAYMENTS OF AND
AMENDMENTS TO CERTAIN DEBT. (a) Except with the
proceeds of the issuance by the Company of (i)
Permitted Long-Term Debt the average-life-to maturity
of which is greater than that of the Debt being repaid
or prepaid, (ii) shares of its common stock or (iii) in
the case of Debt 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"), refinancing
thereof permitted under Section 5.08(b), the Company
will not, and will not permit any of its Subsidiaries
to, voluntarily repay or prepay (A) any Debt
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outstanding under any Note Agreement or (B) any 1994
Private Placement Debt.
(b) The Company will not consent to any amendment
of the amount or date of any required repayment or
prepayment of any Debt outstanding under any Note
Agreement or any 1994 Private Placement Debt, 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 first anniversary of the Termination Date.".
SECTION 6. AMENDMENT OF SECTION 10.05 OF THE
AGREEMENT. Section 10.05 of the Agreement is hereby amended
to read in its entirety as follows:
"SECTION 10.05. SUBROGATION. Upon making any
payment hereunder with respect to any Borrower other
than the Company, the Company shall be subrogated to
the rights of the payee against such Borrower with
respect to such payment; provided that the Company
shall not enforce any payment by way of subrogation
until all amounts of principal of and interest on the
Notes and all other amounts payable by the Borrowers
under this Agreement have been paid in full.".
SECTION 7. GOVERNING LAW. This Amendment shall
be governed by and construed in accordance with the laws of
the State of New York.
SECTION 8. 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 on and as
of the date (the "Effective Date") upon which:
(a) the 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 Agent shall have received telegraphic,
telex or other written confirmation from such party of
execution of a counterpart hereof by such party); and
(b) all principal of and interest on any Debt
outstanding under, and any fees payable under, the
Chase Credit Agreement (as defined in the Agreement
prior to the Effective Date) shall have been paid in
full and all commitments under such Chase Credit
Agreement shall have been terminated.
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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
/S/ CARDEN N. WELSH
By___________________________
Title: Carden N. Welsh
Treasurer
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
/S/ MICHAEL Y. LEDER
By___________________________
Title: Michael Y. Leder
Vice President
ABN AMRO BANK N.V.
/S/ JAMES E. DAVIS
By___________________________
Title: James E. Davis
Vice President
/S/ MONIQUE F. BAZOBERRY
By___________________________
Title: Monique F. Bazoberry
Corporate Banking Officer
THE FIRST NATIONAL BANK OF
BOSTON
/S/ THOMAS F. FARLEY, JR.
By___________________________
Title: Thomas F. Farley, Jr.
Director
BARCLAYS BANK PLC
By___________________________
Title:
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CHEMICAL BANK
/S/ BARRY K. BERGMAN
By___________________________
Title: Barry K. Bergman
Vice President
THE NORTHERN TRUST COMPANY
/S/ CURTIS C. TATHAM, III
By___________________________
Title: Curtis C. Tatham, III
Commercial Banking Officer
BANK HAPOALIM B.M.
/S/ NANCY J. LUSHAN
By___________________________
Title: Nancy J. Lushan
Vice President
/S/ AVIEL GUTHEIT
By___________________________
Title: Aviel Gutheit
First Vice President
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
/S/ MICHAEL Y. LEDER
By___________________________
Title: Michael Y. Leder
Vice President
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