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
