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EXHIBIT 10.10(C)
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT dated as of November 5, 1997 to the Credit Agreement dated as
of June 21, 1996 (as amended by Amendment No. 1 thereto dated as of March 21,
1997, the "CREDIT AGREEMENT") among THE TIMBERLAND COMPANY (the "BORROWER"), the
BANKS party thereto (the "BANKS") and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
as Agent (the "AGENT").
The parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit 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 Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. Relaxation of Restrictions on Prepayments of Certain Debt.
Section 5.15 of the Credit Agreement is amended by replacing the reference to
"$55,000,000" that appears in the proviso to subsection (a) thereof with
"$75,000,000".
SECTION 3. Representations of Borrower. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set forth
in Article 4 of the Credit Agreement will be true on and as of the Amendment
Effective Date (except in the case of representations and warranties expressly
relating to an earlier date, which were true as of such earlier date) and (ii)
no Default will have occurred and be continuing on such date.
SECTION 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. Counterparts. 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.
SECTION 6. Effectiveness. This Amendment shall become effective on the
date (the "Amendment Effective Date") when the Agent shall have received from
each of the Borrower and the Required Banks a counterpart hereof signed by such
party or facsimile or other written confirmation (in form satisfactory to the
Agent) that such party has signed a counterpart hereof.
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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
By: /s/ Xxxxxx X. Xxxxx
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Title: Treasurer
XXXXX
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Xxxxxx X. Xxxxxxx
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Title: Vice President
ABN AMRO BANK N.V., BOSTON
BRANCH
By: /s/ Xxxxx X. Xxxxxx
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Title: Senior Vice President
By: /s/ Xxxxx X. Xxxxx
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Title: Group Vice President
BANKBOSTON, N.A. (formerly known as
THE FIRST NATIONAL BANK
OF BOSTON), as a Bank and as Issuing Bank
By: /s/ Xxxxx X. Xxxxxx
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Title: Managing Director
THE NORTHERN TRUST
COMPANY
By: /s/ Xxxxxx X. Xxxx
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Title: Vice President
CREDIT LYONNAIS NEW YORK
BRANCH
By: /s/ Xxxxxx Xxxxxxxxx
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Title: Senior Vice President
