TIMBERLAND CO
10-Q, EX-10.8(A), 2000-11-13
FOOTWEAR, (NO RUBBER)
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                                                                 Exhibit 10.8(a)



                       AMENDMENT NO. 1 TO CREDIT AGREEMENT


     AMENDMENT dated as of October 20, 2000 to the Credit Agreement dated as of
April 30, 1998 (the "CREDIT AGREEMENT") among THE TIMBERLAND COMPANY (the
"COMPANY"), the BANKS party thereto (the "BANKS") and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Agent (the "AGENT").

     The parties hereto agree as follows:

     SECTION 1. Defined Terms; 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. Amendments. (a) The figure "$100,000,000" appearing in Section
5.09 of the Credit Agreement is changed to "$75,000,000."

     (b) The figure "$100,000,000" appearing in Section 5.10 of the Credit
Agreement is changed to "$140,000,000."

     SECTION 3. Representations of Company. The Company represents and warrants
that (i) the representations and warranties of the Company set forth in Article
4 of the Credit Agreement will be true on and as of the Amendment Effective 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 as of the
date hereof on the date (the "AMENDMENT EFFECTIVE DATE") when the Agent shall
have received from each of the Company 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:                       Title:
                                 ----------------------


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                              BANKS
                              -----

                              MORGAN GUARANTY TRUST
                               COMPANY OF NEW YORK



                              By:                       Title:
                                 ----------------------


                              FLEET NATIONAL BANK
                              (formerly known as BankBoston N.A.)



                              By:                       Title:
                                 ----------------------


                              ABN AMRO BANK N.V.



                              By:                       Title:
                                 ----------------------


                              By:                       Title:
                                 ----------------------



                              THE NORTHERN TRUST COMPANY



                              By:                       Title:
                                 ----------------------





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                             FIRST UNION NATIONAL BANK



                              By:                       Title:
                                 ----------------------










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