exv10w1



 






Exhibit 10.1




FIRST AMENDMENT

to the

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT




      This FIRST AMENDMENT (this “Amendment”) dated as of September 4, 2007, is among (a) THE
TIMBERLAND COMPANY, a Delaware corporation (the “Borrower”), (b) the lending institutions listed on
the signature pages hereto (collectively, the “Lenders”) and (c) BANK OF AMERICA, N.A., a national
banking association having a place of business at 100 Federal Street, Boston, Massachusetts 02110,
as a Lender and as Administrative Agent for itself and the other Lenders (the “Administrative
Agent”).



      WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to that certain
Second Amended and Restated Revolving Credit Agreement dated as of June 2, 2006 (as amended and in
effect from time to time, the “Credit Agreement”) among the Borrower, the Lenders, the
Administrative Agent, Banc of America Securities LLC, as Lead Arranger and Sole Book Manager,
Wachovia Capital Markets LLC, as Co-Arranger and Syndication Agent and JPMorgan Chase Bank, N.A.,
as Documentation Agent;



      WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement to reduce the
Fixed Charge Coverage Ratio required for each Reference Period as set forth in Section 9.1 thereof;



      WHEREAS, subject to the terms and conditions set forth herein, the Required Lenders have
agreed to so amend Section 9.1 of the Credit Agreement;



      NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



      §1. Defined Terms. Capitalized terms which are used herein without definition
and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit
Agreement.



      §2. Amendment to Credit Agreement. Subject to the
satisfaction of the condition precedent set forth in §4 hereof, Section 9.1 of the Credit Agreement
is hereby amended by deleting the text “3.00:1.00” therein and substituting the text “2.25:1.00” in
lieu thereof.



      §3. Representations and Warranties. The Borrower represents and
warrants to the Administrative Agent and the Lenders as follows:



     (a) The representations and warranties of the Borrower contained in the Credit Agreement, as
amended hereby, (i) were true and correct in all material respects when made, and (ii) continue to
be true and correct in all material respects on the date hereof, except to the extent such
representations and warranties by their terms are made solely as of a prior date.



      (b) The execution and delivery by the Borrower of this Amendment and the performance by the
Borrower of all of its agreements and obligations under this Amendment and the Credit Agreement and
the other Loan Documents as amended hereby (i) are within the authority of the Borrower, (ii) have



 









 







been duly authorized by all necessary proceedings or actions by the Borrower, (iii) do not conflict
with or result in any breach or contravention of any provision of law, statute, rule or regulation to which
the Borrower is subject or any judgment, order, writ, injunction, license or permit applicable to
the Borrower, and (iv) do not conflict with any provision of the charter, by-laws or any agreement
or other instrument binding upon the Borrower.



      (c) This Amendment, the Credit Agreement as amended hereby, and the other Loan Documents to
which the Borrower is a party constitute the legal, valid and binding obligations of the Borrower
enforceable against the Borrower in accordance with their respective terms.



      (d) The Borrower has performed and complied in all material respects with the terms and
conditions of the Credit Agreement and the other Loan Documents required to be performed or
complied with by it prior to or at the time hereof, and as of the date hereof, after giving effect
to the provisions hereof, there exists no Default or Event of Default.



      §4. Condition to Effectiveness. This Amendment shall be effective
upon receipt by the Administrative Agent of original counterpart signatures (or a faxed copy
thereof with originals to follow) to this Amendment, duly executed and delivered by the Borrower
and the Required Lenders.



     §5.
Costs  and  Expenses. The Borrower acknowledges and agrees that the reasonable costs and
expenses incurred by the Administrative Agent (including attorneys’ fees) in the preparation,
negotiation and execution of this Amendment and any other documents and instruments contemplated
hereby are for the account of the Borrower as provided in §15.2 of the Credit Agreement. The
Borrower agrees to pay to the Administrative Agent, on demand by the Administrative Agent, all such
reasonable costs and expenses.



      §6. Ratification, etc. Except as expressly amended hereby, the Credit
Agreement, the other Loan Documents and all other documents, instruments and agreements related
thereto are hereby ratified and confirmed in all respects. All references to the Credit Agreement
in any of the Loan Documents or any document, instrument or agreement related thereto shall
hereafter refer to the Credit Agreement as amended hereby.



     
§7. Miscellaneous Provisions.



      (a) Except as otherwise expressly set forth herein, this Amendment shall not, by implication
or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of
the Administrative Agent or the Lenders under the Credit Agreement or the other Loan Documents, nor
alter, modify, amend or in any way affect any of the terms, obligations or covenants contained in
the Credit Agreement or the Loan Documents. It is declared and agreed by each of the parties
hereto that the Credit Agreement, as amended hereby, shall continue in full force and effect, and
that this Amendment and the Credit Agreement shall be read and construed as one instrument. Nothing
in this Amendment shall be construed to imply any willingness on the part of the Administrative
Agent or the Lenders to grant any similar or future amendment of any of the terms and conditions of
the Credit Agreement or the other Loan Documents.



      (b) THIS AMENDMENT IS A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL, PURSUANT
TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE CONSTRUED IN ACCORDANCE WITH AND GOVEREND BY
THE LAWS OF SAID STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO



 









 







CONFLICTS OR CHOICE OF LAW).



      (c) This Amendment may be executed in any number of counterparts, but all such counterparts
shall together constitute but one instrument. In making proof of this Agreement it shall not be
necessary to produce or account for more than one counterpart signed by each party hereto by and
against which enforcement hereof is sought. Delivery of an executed signature page of this
Amendment by facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.



      (d) Headings or captions used in this Agreement are for convenience of reference only and
shall not define or limit the provisions hereof.



      (e) This Amendment shall constitute a “Loan Document” under the Credit Agreement.



[Remainder of Page Intentionally Left Blank]




 









 





IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first
written above.



	 	 	 	 	 
	 	THE TIMBERLAND COMPANY, as Borrower

 	 
	 	By:  	<Gregory M. Saltzberg>
 	 
	 	 	Name:  	Gregory M. Saltzberg 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as Administrative Agent

 	 
	 	By:  	<J. Casey Cosgrove>
 	 
	 	 	Name:  	J. Casey Cosgrove 	 
	 	 	Title:  	Vice President 	 
	 
	 	BANK OF AMERICA, N.A., as a Lender

 	 
	 	By:  	<J. Casey Cosgrove>
 	 
	 	 	Name:  	J. Casey Cosgrove 	 
	 	 	Title:  	Vice President 	 
	 
	 	OTHER LENDERS:



WACHOVIA BANK, N.A.

 	 
	 	By:  	<Martha M. Winters>
 	 
	 	 	Name:  	Martha M. Winters 	 
	 	 	Title:  	Director 	 
	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	<Jules Panno>
 	 
	 	 	Name:  	Jules Panno 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE NORTHERN TRUST COMPANY

 	 
	 	By:  	<Alex Nikolov>
 	 
	 	 	Name:  	Alex Nikolov 	 
	 	 	Title:  	Second Vice President 	 
	 



 









 






	 	 	 	 	 
	 	INTESA SANPAOLO S.p.A.
 	 
	 	By:  	<Renato Carducci>
 	 
	 	 	Name:  	Renato Carducci 	 
	 	 	Title:  	General Manager 	 
	 
	 	INTESA SANPAOLO S.p.A.

 	 
	 	By:  	<Luca Sacchi>
 	 
	 	 	Name:  	Luca Sacchi 	 
	 	 	Title:  	Vice President 	 
	 
	 	HSBC BANK USA, N.A.

 	 
	 	By:  	<Thomas Engels>
 	 
	 	 	Name:  	Thomas Engels 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE BANK OF NEW YORK

 	 
	 	By:  	<David B. Wirl>
 	 
	 	 	Name:  	David B. Wirl 	 
	 	 	Title:  	Vice President 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	<Eric Cosgrove>
 	 
	 	 	Name:  	Eric Cosgrove 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	CITIZENS BANK MASSACHUSETTS

 	 
	 	By:  	<Daniel Bernard>
 	 
	 	 	Name:  	Daniel Bernard 	 
	 	 	Title:  	Senior Vice President