1
Exhibit 10.14(c)
THE TIMBERLAND COMPANY
200 DOMAIN DRIVE
STRATHAM, NEW HAMPSHIRE 03885
SECOND AMENDMENT
Dated as of
June 28, 1995
Re: Note Agreements dated as of December 15, 1994
$106,000,000 8.94% Senior Notes
Due December 15, 2001
To the Holder named in Schedule I
hereto which is a signatory of this
Agreement
Ladies and Gentlemen:
The undersigned, THE TIMBERLAND COMPANY, a corporation duly organized
and validly existing under the laws of the State of Delaware, (the "Company"),
agrees with you as follows:
SECTION 1. INTRODUCTION.
Reference is made to the separate Note Agreements, each dated as of
December 15, 1994, as amended by the separate First Amendments thereto, each
dated as of April 15, 1995 collectively, (the "Original Note Agreements"),
between the Company and the Purchasers named in Schedule I thereto,
respectively. Unless otherwise herein defined or the context hereof otherwise
requires, the capitalized terms in this Second Amendment shall have the
respective meanings specified in the Original Note Agreements. The holders of
the Notes at the time of reference are referred to herein as the "Holders".
Reference is also made to that certain Amendment No. 2 to Amended and
Restated Credit Agreement dated as of June 28, 1995 (the "Credit Agreement
Amendment") among the Company, the Banks listed on the signature pages thereof
and Morgan Guaranty Trust Company of New York, as Agent, which is being executed
and delivered concurrently herewith.
2
The Timberland Company Second Amendment
The Company has requested that, subject to the satisfaction of the
conditions set forth herein, the Original Note Agreements be amended as of June
28, 1995 (the "Effective Date") 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 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company hereby represents and warrants to you as follows:
(a) After giving effect to this Second Amendment and the Credit
Agreement Amendment and the transactions contemplated hereby and thereby, no
Default or Event of Default has occurred and is continuing, and no event has
occurred and no condition exists which with the lapse of time or the giving of
notice, or both, would constitute an event of default under any indenture,
agreement, or other instrument under which any Indebtedness of the Company or
any Restricted Subsidiary for borrowed money in an aggregate principal amount in
excess of $1,000,000 is outstanding.
(b) The Company has no Unrestricted Subsidiaries.
SECTION 3. CONDITIONS PRECEDENT.
The effectiveness of this Second Amendment shall be subject to the
following conditions precedent:
Section 3.1. Execution of the Credit Agreement Amendment. The Company,
the Agent named therein and the Required Banks (as defined in the Credit
Agreement) shall have duly executed and delivered the Credit Agreement
Amendment, which shall be a legal, valid, binding and enforceable agreement of
the Company.
Section 3.2. Warranties and Representations True. The warranties and
representations of the Company set forth in Section 2 hereof shall be true and
correct in all material respects on the Effective Date with the same effect as
though made on and as of the Effective Date.
Section 3.3. Payment of Closing Fees. In consideration of your
execution and delivery of this Second Amendment, the Company shall have paid to
each Holder a closing fee in an amount equal to .375% of the outstanding
principal amount of the Notes held by such Holder on the Effective Date.
-2-
3
The Timberland Company Second Amendment
Section 3.4. Proceedings Satisfactory. All proceedings taken in
connection with the transactions contemplated or provided for in this Second
Amendment and all documents and papers relating thereto shall be satisfactory to
you and your special counsel. You and your special counsel shall have received
copies of such documents and papers as you or they may reasonably request in
connection therewith, all in form and substance satisfactory to you and your
special counsel.
SECTION 4. AMENDMENTS.
The following amendments to the Original Note Agreements shall become
effective on the Effective Date and shall terminate and be of no further force
and effect on February 28, 1997:
Section 4.1. Amendment to Section 5.7. Section 5.7 of the Original Note
Agreements shall be, and the same is hereby amended in its entirety as follows:
"Section 5.7. Minimum Consolidated Tangible Net Worth.
Consolidated Tangible Net Worth will at no time during any period
set forth below be less than the sum of (i) the amount set forth
below opposite such period and (ii) 80% of the net cash proceeds
of all issuances by the Company of shares of its capital stock
after the Second Amendment Effective Date:
PERIOD AMOUNT
Second Amendment Effective Date
through the next to last day of the
third fiscal quarter of 1996 $100,000,000
Last day of the third fiscal
quarter of 1996 through the next to
last day of the fourth fiscal
quarter of 1996 $120,000,000
Last day of the fourth fiscal
quarter of 1996 and thereafter $125,000,000
-3-
4
The Timberland Company Second Amendment
"The following terms shall have the following meanings
solely for purposes of this SECTION.5.7:
"'Consolidated Net Worth' means at any date the
consolidated stockholders' equity of the Company and its
Consolidated Subsidiaries (without giving effect to (i) any
write-ups or write-downs resulting from foreign currency
translations after December 31, 1994 or (ii) up to
$17,000,000 (calculated on a pre-tax basis) of certain
extraordinary items that may be booked after April 19, 1995)
as of such date.
"'Consolidated Subsidiary' means at any date any
Subsidiary or other entity the accounts of which would be
consolidated with those of the Company in its consolidated
financial statements if such statements were prepared as of
such date.
"'Consolidated Tangible Net Worth' means at any date
Consolidated Net Worth less the consolidated Intangible
Assets of the Company and its Consolidated Subsidiaries, all
determined as of such date. For purposes of this definition
"Intangible Assets" means the amount (to the extent
reflected in determining such Consolidated Net Worth) of (i)
all write-ups (other than write-ups of assets of a going
concern business made within twelve months after the
acquisition of such business) subsequent to December 31,
1993 in the book value of any asset owned by the Company or
a Consolidated Subsidiary, (ii) all Investments in
unconsolidated Subsidiaries and all equity investments in
Persons which are not Subsidiaries and (iii) all unamortized
debt discount and expense, unamortized deferred charges,
goodwill, patents, trademarks, service marks, trade names,
anticipated future benefit of tax loss carry-forwards,
copyrights, organization or developmental expenses and other
intangible assets.
"'Investment' means any investment in any Person,
whether by means of share purchase, capital contribution,
loan, time deposit or otherwise."
-4-
5
The Timberland Company Second Amendment
Section 4.2. Amendments to Section 5.8. Section 5.8 of the Original
Note Agreements shall be, and the same is hereby amended as follows:
(a) Section 5.8(a)(3) is amended in its entirety to read as follows:
"(3) [Intentionally Reserved]".
(b) Section 5.8(a)(5) is amended in its entirety to read as follows:
"(5) Current Debt or Funded Debt of a Restricted Subsidiary,
other than that permitted by SECTION.5.8(A)(4), provided that at the time of
incurrence thereof and after giving effect thereto and to the application of the
proceeds thereof, Specified Debt does not exceed 15% of Consolidated Tangible
Net Worth."
Section 4.3. Amendment to Section 5.9. Section 5.9 of the Original Note
Agreements shall be, and the same is hereby amended in its entirety as follows:
"Section 5.9. Fixed Charge Coverage Ratio. The Fixed Charge
Coverage Ratio for any period of four consecutive fiscal quarters
ending during any period set forth below will not be less than
the ratio set forth opposite such period:
PERIOD RATIO
First day of the second fiscal
quarter of 1995 through the last
day of such quarter 1.35 to 1
First day of the third fiscal
quarter of 1995 through the last
day of the second fiscal quarter of
1996 0.75 to 1
First day of the third fiscal
quarter of 1996 and thereafter 1.50 to 1"
-5-
6
The Timberland Company Second Amendment
"THE FOLLOWING TERMS SHALL HAVE THE FOLLOWING MEANINGS SOLELY FOR
PURPOSES OF THIS SECTION.5.9:
"'Consolidated EBITR' means, for any period, the sum of
(i) consolidated net income of the Company and its
Consolidated Subsidiaries for such period plus (ii) to the
extent deducted in determining such consolidated net income,
the sum of (A) Consolidated Interest Expense, (B)
Consolidated Rental Expense (C) consolidated taxes of the
Company and its Consolidated Subsidiaries for such period
and (D) up to $17,000,000 (calculated on a pre-tax basis) of
certain extraordinary items that may be booked after April
19, 1995.
"'Consolidated Interest Expense' means, for any period,
the interest expense (less interest income) of the Company
and its Consolidated Subsidiaries determined on a
consolidated basis for such period.
"'Consolidated Rental Expense' means, for any period,
the rental expense of the Company and its Consolidated
Subsidiaries (other than with respect to capital leases)
determined on a consolidated basis for such period.
"'Consolidated Subsidiary' is defined in SECTION.5.7.
"'Fixed Charge Coverage Ratio' means, for any period,
the ratio of (i) Consolidated EBITR for such period to (ii)
the sum of (A) Consolidated Interest Expense for such
period, (B) Consolidated Rental Expense for such period and
(C) dividends on preferred stock of the Company and its
Consolidated Subsidiaries for such period (other than any
such dividends paid to the Company or its Consolidated
Subsidiaries)."
Section 4.4. Amendment to Section 5.10. Section 5.10(j) of the Original
Note Agreements shall be, and the same is hereby amended in its entirety as
follows:
-6-
7
The Timberland Company Second Amendment
"(j) provided that no Default or Event of Default exists at
the time of creation thereof, other Liens on fixed assets (in
addition to those permitted by the foregoing provisions of this
Section 5.10) if, after giving effect thereto (and to the
application of the proceeds thereof), the aggregate amount of
Specified Debt would not exceed 15% of Consolidated Tangible Net
Worth; and"
Section 4.5. Amendment to Section 5.11. Section 5.11 of the Original
Note Agreements shall be, and the same is hereby amended in its entirety as
follows:
"Section 5.11. Restricted Payments. Neither the Company nor
any Subsidiary will declare or make any Restricted Payment
unless, after giving effect thereto, the aggregate of all
Restricted Payments declared or made subsequent to December 31,
1990 does not exceed 25% of consolidated net income (less
consolidated net loss, if any) of the Company and its
Consolidated Subsidiaries for the period from January 1, 1991
through the end of the Company's then most recent fiscal quarter
(treated for this purpose as a single accounting period). Nothing
in this Section 5.11 shall prohibit the payment of any dividend
or distribution within 60 days after the declaration thereof if
such declaration was not prohibited by this Section 5.11.
"The following term shall have the following meaning solely
for purposes of this Section 5.11:
"'Restricted Payment' means (i) any dividend or other
distribution on any shares of the Company's capital stock
(except dividends payable solely in shares of its capital
stock) or (ii) any payment (other than payments for the
repurchase of shares of the Company's common stock from
employees or former employees of the Company or any of its
Subsidiaries pursuant to the 1987 Employee Stock Purchase
Plan, the 1991 Employee Stock Purchase Plan or the 1987
Employee Stock Option Plan, in each case as amended (other
than to change in any material respect any provisions
relating to repurchases of any such shares) from time to
time (or any successor plans with substantially similar
provisions), in an aggregate amount not to exceed the
proceeds received by the Company after the date hereof
-7-
8
The Timberland Company Second Amendment
of sales of shares of the Company's common stock to
employees of the Company and its Subsidiaries) on account of
the purchase, redemption, retirement or acquisition of (a)
any shares of the Company's capital stock or (b) any option,
warrant or other right to acquire shares of the Company's
capital stock."
Section 4.6. Amendment to Section 5.19. Section 5.19(f) of the Original
Note Agreements shall be, and the same is hereby amended in its entirety as
follows:
"(f) Officers' Certificates. Within the periods provided in
paragraphs (a) and (b) above, a certificate of an authorized
financial officer of the Company stating that he has reviewed the
provisions of this Agreement and setting forth: (i) the
information and computations (in sufficient detail) required in
order to establish whether the Company was in compliance with the
requirements of Section 5.5 through Section 5.21, inclusive, at
the end of the period covered by the financial statements then
being furnished, (ii) whether there existed as of the date of
such financial statements and whether, to the best of his
knowledge, there exists on the date of the certificate or existed
at any time during the period covered by such financial
statements any Default or Event of Default and, if any such
condition or event exists on the date of the certificate,
specifying the nature and period of existence thereof and the
action the Company is taking and proposes to take with respect
thereto and (iii) the information and computations (in sufficient
detail) required in order to establish whether the Company was in
compliance with the requirements of Section 5.6 through Section
5.14, inclusive, and Section 5.17 (as such Sections were in
effect immediately prior to the Second Amendment Effective Date)
at the end of the period covered by the financial statements then
being furnished, and the amount, if any, of the Credit Fee (as
defined in the Second Amendment) to be paid to the holders of the
Notes pursuant to Section 5 of the Second Amendment;"
Section 4.7. Additional Covenants of the Company. The following
Sections 5.20 through 5.24 shall be added to the Original Note Agreements
immediately following Section 5.19, to read in their respective entireties as
follows:
-8-
9
The Timberland Company Second Amendment
"Section 5.20. Debt. Without limiting the provisions of
Section 5.8 the Company will not, and will not permit any of its
Subsidiaries to, incur or at any time be liable with respect to
any Debt except:
"(a) Debt outstanding under the Credit Agreement as in
effect on the date hereof giving effect to Amendment No. 2
thereto, provided that the sum of (i) the aggregate
principal amount of Loans outstanding under the Credit
Agreement and (ii) the aggregate principal amount of
Permitted Short-Term Debt shall not exceed (A) for a minimum
of thirty consecutive days in the period between December 1,
1995 and March 1, 1996, $20,000,000 and (B) on any day, the
Limitation Amount for such day; and
"(b) Other Debt permitted by Section 5.08 of the Credit
Agreement as in effect on the date hereof giving effect to
Amendment no. 2 thereto.
"The following terms shall have the following meanings
solely for purposes of this Section 5.20:
"'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) all non-contingent obligations (and, for purposes of
Section 5.10 and the definitions of Material Debt and
Material Financial Obligations, all contingent obligations)
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
-9-
10
The Timberland Company Second Amendment
Debt is assumed by such Person, and (vii) all Debt of others
guaranteed by such Person.
"'Derivatives Obligations' of any Person means all
obligations of such Person in respect of any rate swap
transaction, basis swap, forward rate transaction, commodity
swap, commodity option, equity or equity index swap, equity
or equity index option, bond option, interest rate option,
foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any
other similar transaction (including any option with respect
to any of the foregoing transactions) or any combination of
the foregoing transactions.
"'Limitation Amount' means, for any day set forth, or
for any day during any period set forth, below, the amount
set forth below opposite such day or period:
DAY OR PERIOD LIMITATION AMOUNT
Second Amendment Effective Date
through the last day of the second
fiscal quarter of 1995 $100,000,000
First day of the third fiscal
quarter of 1995 through the next
to last day of such quarter $125,000,000
Last day of the third fiscal
quarter of 1995 through the next
to last day of the fourth fiscal
quarter of 1995 $115,000,000
Last day of the fourth fiscal
quarter of 1995 $ 20,000,000
-10-
11
The Timberland Company Second Amendment
First day of the first fiscal
quarter of 1996 through the last
day of such quarter $ 30,000,000
First day of the second fiscal
quarter of 1996 through the last
day of such quarter $ 65,000,000
First day of the third fiscal
quarter of 1996 through the next
to last day of the fourth fiscal
quarter of 1996 $100,000,000
Last day of the fourth fiscal
quarter of 1996 and thereafter $ 20,000,000
"'Loan' means a Domestic Loan, a Euro-Dollar Loan or a
Money Market Loan (each as defined in the Credit Agreement)
and "Loans" means Domestic Loans, Euro-Dollar Loans or Money
Market Loans or any combination of the foregoing.
"'Material Debt' means Debt (other than the Loans) of
the Company and/or one or more of its Subsidiaries, arising
in one or more related or unrelated transactions, in an
aggregate principal amount exceeding $1,000,000.
"'Material Financial Obligations' means a principal or
face amount of Debt and/or payment obligations in respect of
Derivatives Obligations of the Company and/or one or more of
its Subsidiaries, arising in one or more related or
unrelated transactions, exceeding in the aggregate
$2,500,000 (or, in the case of foreign exchange
transactions, $5,000,000).
"'Permitted Short-Term Debt' means Debt (other than
Loans or Debt permitted under Section 5.08(g) of the Credit
Agreement) of the Company or any of its Subsidiaries having
a maturity, at the time such Debt is
-11-
12
The Timberland Company Second Amendment
incurred, of not more than one year from the date such Debt is
incurred.
"Section 5.21. Leverage Ratio. The Leverage Ratio will at no time
during any period or on any day set forth below exceed the ratio set
forth below opposite such period or day:
PERIOD OR DAY LEVERAGE RATIO
First day of the second fiscal
quarter of 1995 through the
last day of such quarter 2.25 to 1.00
First day of the third fiscal
quarter of 1995 through the next
to last day of such quarter 2.30 to 1.00
Last day of the third fiscal
quarter of 1995 through the
next to last day of the fourth
fiscal quarter of 1995 2.25 to 1.00
-12-
13
The Timberland Company Second Amendment
Last day of fourth fiscal quarter
of 1995 1.50 to 1.00
First day of the first fiscal
quarter of 1996 through the last
day of such quarter 1.60 to 1.00
First day of the second fiscal
quarter of 1996 through the
next to last day of the third
fiscal quarter of 1996 1.90 to 1.00
Last day of the third fiscal
quarter of 1996 through the
next to last day of the fourth
fiscal quarter of 1996 1.80 to 1.00
Last day of the fourth fiscal
quarter of 1996 1.25 to 1.00
First day of the first fiscal
quarter of 1997 and thereafter 1.45 to 1.00
"The following terms shall have the following meanings solely for
purposes of this Section 5.21:
"'Consolidated Debt' means at any date the Debt of the
Company and its Consolidated Subsidiaries, determined on a
consolidated basis as of such date.
"'Consolidated Subsidiaries' is defined in Section 5.7.
"'Debt' is defined in Section 5.20.
-13-
14
The Timberland Company Second Amendment
"'Leverage Ratio' means, for any date, the ratio of (i)
Consolidated Debt on such date to (ii) Consolidated Net Worth (as
defined in Section 5.7) on such date.
"'Loan' is defined in Section 5.20.
"Section 5.22. No Unrestricted Subsidiaries. The Company shall
not designate any Subsidiary as an Unrestricted Subsidiary.
"Section 5.23. Payments with Respect to Credit Agreement. The
Company will not, without the prior written consent of Holders holding
not less than 51% of the unpaid principal amount of the Notes, directly
or indirectly pay or extend, or enter into any agreement with any of
the other Persons party to the Credit Agreement which provides for the
payment or extension by the Company of, any form of additional
compensation or security to any such Person in consideration for any
amendment of, waiver of the requirements of, or consent to a
modification of, Sections 2.13, 5.11, 5.12, 5.13 or 5.14 of the Credit
Agreement (or related definitions of terms), as amended to the date
hereof.
"Section 5.24. Restrictive Agreements. (a) The Company will not,
and will not permit any Subsidiary to, enter into any agreement after
the Second Amendment Effective Date which shall further limit (i) the
ability of the Company or any Subsidiary to amend or otherwise modify
this Agreement or any Note, (ii) the ability of any Subsidiary to make
any payments, directly or indirectly, to the Company, (iii) the ability
of any Subsidiary to guarantee any obligation of the Company under the
Agreement or any Note or (iv) the ability of the Company or any
Subsidiary to grant any Lien on any or all of its property to secure
its obligations under this Agreement, the Notes or any such guarantee;
provided that (x) the agreements and instruments entered into in
connection with the refinancing of any Debt of the Company or any
Subsidiary outstanding on the Second Amendment Effective Date (or on
the date such Subsidiary becomes a Subsidiary) may contain any such
limitations that were contained in the agreements and instruments
governing the Debt so refinanced and (y) it is understood that the
imposition by any governmental entity of any restriction of the
-14-
15
The Timberland Company Second Amendment
kind set forth in this Section shall not be deemed to be a Default
under this Section.
"(b) The Company will not, and will not permit any Subsidiary to,
enter, after the Second Amendment Effective Date, into any agreement
(including, without limitation, any amendment or modification of, or
supplement to, any outstanding agreement) with respect to any Debt of
the Company or any Subsidiary that contains conditions, covenants or
events of default that are more burdensome or restrictive to the
Company or such Subsidiary than those contained in the Credit Agreement
are to the Company on the Second Amendment Effective Date.
"The following terms shall have the following meanings solely for
purposes of this Section 5.24:
"'Debt' is defined in Section 5.20.
"'Loan' is defined in Section 5.20."
Section 4.8. Amendment to Section 6.1. Section 6.1(f) of the Original Note
Agreements shall be, and the same is hereby amended in its entirety as follows:
"(f) Default shall occur in the observance or performance of any
covenant or agreement contained in Section 5.6 through Section 5.15,
inclusive, Section 5.17, Section 5.20, Section 5.21, or Section 5.23;
or"
Section 4.9. Amendments to Section 8.1. The following definitions shall be
added to Section 8.1 of the Original Note Agreements in alphabetical order and
shall read as follows:
"'Credit Agreement' shall mean that certain Amended and Restated
Credit Agreement dated as of March 14, 1995, among the Company, the
Banks listed on the signature pages thereof and Morgan Guaranty Trust
Company of New York, as Agent, as amended to date.
'Second Amendment' shall mean the Second Amendment to this
Agreement dated as of June 28, 1995 between the Company and you.
-15-
16
The Timberland Company Second Amendment
'Second Amendment Effective Date' shall mean the date on which the
Second Amendment becomes effective."
SECTION 5. CREDIT FEE.
If, on any interest payment date, the Company is not in compliance
(determined as of the end of the then most recent fiscal quarter of the Company)
with Sections 5.6 through 5.14, inclusive, or Section 5.17 of the Original Note
Agreements (as in effect immediately prior to the Effective Date), the Company
shall pay to each Holder a fee (the "Credit Fee") in an amount equal to .125% of
the outstanding principal amount of the Notes held by such Holder on such
interest payment date (each a "Non-Compliance Date"), before giving effect to
any payment of principal made on the Notes on such Non-Compliance Date.
Each Credit Fee shall be due and payable 10 days following the delivery to
the Holders of the Company's financial statements for the fiscal quarter
immediately preceding the applicable Non-Compliance Date or, if earlier, on the
date such financial statements are required to be delivered to the holders of
the Notes pursuant to Section 5.19 of the Original Note Agreements, as amended
hereby.
In the event that the Company has not delivered the required financial
statements by the date provided in said Section 5.19 for any financial reporting
period ending immediately prior to an interest payment date, such interest
payment date shall be deemed to be a Non-Compliance Date hereunder, and the
Credit Fee relating to such Non-Compliance Date shall become immediately due and
payable.
SECTION 6. MISCELLANEOUS.
Section 6.1. Waiver of Default. Any Default or Event of Default which
might have existed under the Original Note Agreements prior to giving effect to
this Second Amendment but which would not constitute such a Default or Event of
Default under the Original Note Agreements as amended by this Second Amendment
is hereby waived.
Section 6.2. Notices. Any and all notices, requests, certificates and
other instruments executed and delivered after the effective date of this Second
Amendment may refer to the "Note Agreements dated as of December 15, 1994"
without making specific reference to this Second Amendment, but nevertheless all
such references shall be deemed to include this Second Amendment unless the
context shall otherwise require.
Section 6.3. Expenses. The Company will pay all expenses relating to this
Second Amendment in accordance with Section 9.4 of the Original Note Agreements.
-16-
17
The Timberland Company Second Amendment
Section 6.4. Construction. This Second 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.
Section 6.5. Counterparts. This Second Amendment may be executed in any
number of counterparts, each executed counterpart constituting an original but
altogether one and the same instrument.
Section 6.6. Governing Law. This Second Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
-17-
18
The Timberland Company Second Amendment
Upon the acceptance of this Second 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 June 28, 1995.
THE TIMBERLAND COMPANY
By
Its
----------------------------
Accepted as of June 28, 1995
[VARIATION]
By
Its
----------------------------
By
Its
----------------------------
Holding $[Variation] unpaid
principal amount of the Notes.
-18-