10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

For the quarterly period ended July 1, 2011

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

For the transition period from                      to                     

Commission File Number 1-9548

The Timberland Company

(Exact name of registrant as specified in its charter)

Delaware	02-0312554
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

200 Domain Drive, Stratham, New Hampshire	03885
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (603) 772-9500  

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer x		Accelerated Filer o
Non-Accelerated Filer o	(Do not check if a smaller reporting company)	Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes x No

On July 29, 2011, 40,271,813 shares of the registrant’s Class A Common Stock were outstanding and 10,568,389 shares of the registrant’s Class B Common Stock were outstanding.

Form 10-Q
Page 2

THE TIMBERLAND COMPANY

FORM 10-Q

TABLE OF CONTENTS

	Page(s)
Part I Financial Information
Item 1. Financial Statements
Unaudited Condensed Consolidated Balance Sheets - July 1, 2011, December 31, 2010 and July 2, 2010		4
Unaudited Condensed Consolidated Statements of Operations - For the Quarters and Six Months Ended July 1, 2011 and July 2, 2010		5
Unaudited Condensed Consolidated Statements of Cash Flows - For the Six Months Ended July 1, 2011 and July 2, 2010		6
Notes to Unaudited Condensed Consolidated Financial Statements		7-25
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		25-37
Item 3. Quantitative and Qualitative Disclosures About Market Risk		38
Item 4. Controls and Procedures		38
Part II Other Information
Item 1. Legal Proceedings		38-39
Item 1A. Risk Factors		39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		39
Item 6. Exhibits		41
Signatures		42
Exhibit Index		43
Exhibits
EX-10.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

Form 10-Q
Page 3

Cautionary Note Regarding Forward-Looking Statements

The Timberland Company (the “Company”) wishes to take advantage of The Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, which provide a “safe harbor” for certain written and oral forward-looking statements to encourage companies to provide prospective information. Statements containing the words “may,” “assumes,” “forecasts,” “positions,” “predicts,” “strategy,” “will,” “expects,” “estimates,” “anticipates,” “believes,” “projects,” “intends,” “plans,” “budgets,” “potential,” “continue,” “target,” or words or phrases of similar meaning, and other statements contained in this Quarterly Report regarding matters that are not historical facts are forward-looking statements. Prospective information is based on management’s then current expectations or forecasts. Such information is subject to the risk that such expectations or forecasts, or the assumptions used in making such expectations or forecasts, may become inaccurate. The discussion in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2010 (the “Form 10-K”) and Part II, Item 1A, Risk Factors, of this Quarterly Report on Form 10-Q identifies important factors that could affect the Company’s actual results and could cause such results to differ materially from those contained in forward-looking statements made by or on behalf of the Company. The risks included in Part I, Item 1A, Risk Factors, of the Form 10-K and Part II, Item 1A of this Quarterly Report are not exhaustive. Other sections of the Form 10-K as well as this Quarterly Report or previously filed Quarterly Reports may include additional factors which could adversely affect the Company’s business and financial performance. Moreover, the Company operates in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Form 10-Q
Page 4

PART I FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

THE TIMBERLAND COMPANY

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)

	July 1,			December 31,			July 2,
	2011			2010			2010
Assets
Current assets
Cash and equivalents		$233,800			$272,221			$237,798
Accounts receivable, net of allowance for doubtful accounts of $7,577 at July 1, 2011, $10,859 at December 31, 2010 and $11,130 at July 2, 2010		116,701			188,336			86,836
Inventory		251,720			180,068			177,206
Prepaid expense		32,748			32,729			31,506
Prepaid income taxes		36,245			25,083			27,244
Deferred income taxes		19,343			22,562			27,085
Derivative assets		51			29			7,882
Total current assets		690,608			721,028			595,557
Property, plant and equipment and capitalized software costs, net		78,411			68,043			64,502
Deferred income taxes		10,148			15,594			18,683
Goodwill		38,958			38,958			38,958
Intangible assets, net		33,630			34,839			36,195
Other assets, net		18,264			13,897			12,670
Total assets		$870,019			$892,359			$766,565
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable		$110,156			$91,025			$78,946
Accrued expense
Payroll and related		30,262			47,376			27,678
Other		59,594			80,675			52,877
Income taxes payable		5,172			25,760			15,330
Deferred income taxes		-			-			388
Derivative liabilities		6,870			1,690			91
Total current liabilities		212,054			246,526			175,310
Other long-term liabilities		38,858			34,322			38,234
Commitments and contingencies (See Note 13) Stockholders’ equity
Preferred Stock, $.01 par value; 2,000,000 shares authorized; none issued		-			-			-
Class A Common Stock, $.01 par value (1 vote per share); 120,000,000 shares authorized; 77,091,327 shares issued at July 1, 2011, 75,543,672 shares issued at December 31, 2010 and 75,072,360 shares issued at July 2, 2010		771			756			751
Class B Common Stock, $.01 par value (10 votes per share); convertible into Class A shares on a one-for-one basis; 20,000,000 shares authorized; 10,568,389 shares issued and outstanding at July 1, 2011, 10,568,389 shares issued and outstanding at December 31, 2010 and 10,889,160 shares issued and outstanding at July 2, 2010		106			106			109
Additional paid-in capital		328,503			280,154			272,820
Retained earnings		1,069,170			1,071,305			976,978
Accumulated other comprehensive income		9,254			6,671			9,478
Treasury Stock at cost; 36,845,309 Class A shares at July 1, 2011, 35,610,050 Class A shares at December 31, 2010 and 33,511,452 Class A shares at July 2, 2010		(788,697	)		(747,481	)		(707,115	)
Total stockholders’ equity		619,107			611,511			553,021
Total liabilities and stockholders’ equity		$870,019			$892,359			$766,565

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Form 10-Q
Page 5

THE TIMBERLAND COMPANY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in Thousands, Except Per Share Data)

	For the Quarter Ended						For the Six Months Ended
	July 1, 2011			July 2, 2010			July 1, 2011			July 2, 2010
Revenue		$240,127			$188,954			$589,131			$505,996
Cost of goods sold		126,309			95,446			311,999			254,505
Gross profit		113,818			93,508			277,132			251,491
Operating expense
Selling		107,664			86,124			210,740			178,820
General and administrative		36,330			28,942			68,683			56,341
Impairment of goodwill		-			5,395			-			5,395
Impairment of intangible assets		736			7,854			736			7,854
Gain on termination of licensing agreements		-			(1,500	)		-			(3,000	)
Total operating expense		144,730			126,815			280,159			245,410
Operating income/(loss)		(30,912	)		(33,307	)		(3,027	)		6,081
Other income/(expense), net
Interest income		155			148			285			221
Interest expense		(128	)		(142	)		(315	)		(281	)
Other, net		1,140			269			2,821			136
Total other income/(expense), net		1,167			275			2,791			76
Income/(loss) before income taxes		(29,745	)		(33,032	)		(236	)		6,157
Income tax provision/(benefit)		(9,639	)		(9,580	)		1,899			3,862
Net income/(loss)		$(20,106	)		$(23,452	)		$(2,135	)		$2,295
Earnings/(Loss) per share
Basic		$(.39	)		$(.44	)		$(.04	)		$.04
Diluted		$(.39	)		$(.44	)		$(.04	)		$.04
Weighted-average shares outstanding
Basic		51,191			53,225			51,052			53,698
Diluted		51,191			53,225			51,052			54,184

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Form 10-Q
Page 6

THE TIMBERLAND COMPANY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)

	For the Six Months Ended
	July 1, 2011			July 2, 2010
Cash flows from operating activities:
Net income/(loss)		$(2,135	)		$2,295
Adjustments to reconcile net income/(loss) to net cash provided/(used) by operating activities:
Deferred income taxes		9,929			(4,811	)
Share-based compensation		6,993			3,647
Depreciation and amortization		13,033			13,053
Provision for losses on accounts receivable		316			1,584
Impairment of goodwill		-			5,395
Impairment of intangible assets		736			7,854
Excess tax benefit from share-based compensation		(5,116	)		(303	)
Unrealized (gain)/loss on derivatives		283			(176	)
Other non-cash charges/(credits), net		(32	)		222
Increase/(decrease) in cash from changes in operating assets and liabilities:
Accounts receivable		75,438			53,559
Inventory		(71,005	)		(20,139	)
Prepaid expense and other assets		(1,954	)		1,429
Accounts payable		19,416			(700	)
Accrued expense		(41,607	)		(43,006	)
Prepaid income taxes		(11,163	)		(15,451	)
Income taxes payable		(15,527	)		(3,611	)
Other liabilities		2,160			205
Net cash provided/(used) by operating activities		(20,235	)		1,046
Cash flows from investing activities:
Additions to property, plant and equipment		(19,236	)		(7,289	)
Other		(499	)		(116	)
Net cash used by investing activities		(19,735	)		(7,405	)
Cash flows from financing activities:
Common stock repurchases		(40,939	)		(44,220	)
Issuance of common stock		36,499			2,435
Excess tax benefit from share-based compensation		5,116			587
Other		(1,195	)		(634	)
Net cash used by financing activities		(519	)		(41,832	)
Effect of exchange rate changes on cash and equivalents		2,068			(3,850	)
Net decrease in cash and equivalents		(38,421	)		(52,041	)
Cash and equivalents at beginning of period		272,221			289,839
Cash and equivalents at end of period		$233,800			$237,798
Supplemental disclosures of cash flow information:
Interest paid		$282			$276
Income taxes paid		$19,088			$26,891
Non-cash investing activity (ERP system costs on account)		$3,027			$-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Form10-Q
Page 7

THE TIMBERLAND COMPANY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in Thousands, Except Share and Per Share Data)

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements include the accounts of The Timberland Company and its subsidiaries (“we”, “our”, “us”, “its”, “Timberland” or the “Company”). These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2010.

The financial statements included in this Quarterly Report on Form 10-Q are unaudited, but in the opinion of management, such financial statements include the adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and changes in cash flows for the interim periods presented. The results reported in these financial statements are not necessarily indicative of the results that may be expected for the full year due, in part, to seasonal factors. Historically, our revenue has been more heavily weighted to the second half of the year.

The Company’s fiscal quarters end on the Friday closest to the day on which the calendar quarter ends, except that the fourth quarter and fiscal year end on December 31. The second quarters of our fiscal year in 2011 and 2010 ended on July 1, 2011 and July 2, 2010, respectively.

Acquisition by V.F. Corporation

On June 12, 2011, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with V.F. Corporation (“VF”) and VF Enterprises, Inc., a wholly owned subsidiary of VF (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of VF. Holders of the outstanding shares of the Company’s common stock at the effective time of the Merger will receive $43.00 per share in cash.

Concurrent with the execution of the Merger Agreement, Sidney W. Swartz, Chairman of the Company’s Board of Directors, Jeffrey B. Swartz, President and Chief Executive Officer of the Company, and certain other members of their families and certain trusts established for the benefit of their families or for charitable purposes (collectively, the “Supporting Stockholders”), who collectively control approximately 73.5% of the combined voting power of the Company’s outstanding Class A and Class B common stock, entered into a Voting Agreement (the “Voting Agreement”) with VF. The Voting Agreement provided that, so long as the Voting Agreement had not previously been terminated in accordance with its terms, the Supporting Stockholders would deliver a written consent adopting the Merger Agreement on July 26, 2011. The written consent was delivered on July 26, 2011, and no further action by any other Company stockholder is required to adopt the Merger Agreement or approve the Merger.

New Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-05, Presentation of Comprehensive Income, which revises the manner in which entities present comprehensive income in their financial statements. The ASU removes the presentation options in Accounting Standard Codification Topic 220 and requires entities to report components of comprehensive income in either 1) a continuous statement of comprehensive income or 2) two separate but consecutive statements. The ASU, which does not change the items that must be reported in other comprehensive income or their accounting treatment, is effective for the Company beginning in the first quarter of 2012.

In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. This accounting standard update is the result of joint efforts by the FASB and IASB to develop a single converged fair value framework that provides guidance on how to measure fair value and on what disclosures to provide about fair value measurements. The ASU’s measurement and disclosure requirements, which are required to be applied prospectively, are effective for the Company beginning in the first quarter of

Form10-Q
Page 8

2012 and are not expected to have a material impact on the Company’s results of operations or financial position.

In December 2010, the FASB issued ASU No. 2010-28, When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units With Zero or Negative Carrying Amounts. This accounting standard update requires entities with a zero or negative carrying value to assess, considering adverse qualitative factors, whether it is more likely than not that a goodwill impairment exists. If an entity concludes that it is more likely than not that a goodwill impairment exists, the entity must perform step 2 of the goodwill impairment test. ASU No. 2010-28 was effective for impairment tests performed by the Company during 2011, and its adoption did not have an impact on the Company’s results of operations or financial position.

Note 2. Fair Value Measurements

Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that ranks the quality and reliability of the information used to determine fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The Company recognizes and reports significant transfers between Level 1 and Level 2, and into and out of Level 3, as of the actual date of the event or change in circumstances that caused the transfer.

Financial Assets and Liabilities

The following tables present information about our assets and liabilities measured at fair value on a recurring basis as of July 1, 2011, December 31, 2010, and July 2, 2010:

Description	Level 1		Level 2		Level 3		Impact of Netting		July 1, 2011
Assets:
Cash equivalents:
Time deposits	$	-	$	90,000	$	-	$	-	$	90,000
Mutual funds	$	-	$	16,020	$	-	$	-	$	16,020
Foreign exchange forward contracts:
Derivative assets	$	-	$	586	$	-	$	(441)	$	145
Cash surrender value of life insurance	$	-	$	8,436	$	-	$	-	$	8,436
Liabilities:
Foreign exchange forward contracts:
Derivative liabilities	$	-	$	7,382	$	-	$	(441)	$	6,941

Form10-Q
Page 9

Description	Level 1		Level 2		Level 3		Impact of Netting		December 31, 2010
Assets:
Cash equivalents:
Time deposits		$-		$95,000		$-		$-		$95,000
Mutual funds		$-		$13,202		$-		$-		$13,202
Foreign exchange forward contracts:
Derivative assets		$-		$1,801		$-		$(1,771)		$30
Cash surrender value of life insurance		$-		$7,564		$-		$-		$7,564
Liabilities:
Foreign exchange forward contracts:
Derivative liabilities		$-		$3,572		$-		$(1,771)		$1,801
Description	Level 1		Level 2		Level 3		Impact of Netting		July 2, 2010
Assets:
Cash equivalents:
Time deposits		$-		$85,004		$-		$-		$85,004
Mutual funds		$-		$36,992		$-		$-		$36,992
Foreign exchange forward contracts:
Derivative assets		$-		$8,612		$-		$(730)		$7,882
Cash surrender value of life insurance		$-		$6,779		$-		$-		$6,779
Liabilities:
Foreign exchange forward contracts:
Derivative liabilities		$-		$821		$-		$(730)		$91

Cash equivalents, included in cash and equivalents on our unaudited condensed consolidated balance sheet, include money market mutual funds and time deposits placed with a variety of high credit quality financial institutions. Time deposits are valued based on current interest rates and mutual funds are valued at the net asset value of the fund. The carrying values of accounts receivable and accounts payable approximate their fair values due to their short-term maturities.

The fair value of the derivative contracts in the table above is reported on a gross basis by level based on the fair value hierarchy with a corresponding adjustment for netting for financial statement presentation purposes, where appropriate. The Company often enters into derivative contracts with a single counterparty and certain of these contracts are covered under a master netting agreement. The fair values of our foreign currency forward contracts are based on quoted market prices or pricing models using current market rates. As of July 1, 2011, the derivative contracts above include $94 of assets and $71 of liabilities included in other assets, net and other long-term liabilities, respectively, on our unaudited condensed consolidated balance sheet. As of December 31, 2010, the derivative contracts above include $1 of assets and $111 of liabilities included in other assets, net and other long-term liabilities, respectively, on our unaudited condensed consolidated balance sheet. There were no derivative contracts included in other assets, net or other long-term liabilities on our unaudited condensed consolidated balance sheet as of July 2, 2010.

The cash surrender value of life insurance represents insurance contracts held as assets in a rabbi trust to fund the Company’s deferred compensation plan. These assets are included in other assets, net on our unaudited condensed consolidated balance sheet. The cash surrender value of life insurance is based on the net asset values of the underlying funds available to plan participants.

Form10-Q
Page 10

Nonfinancial Assets

Goodwill and indefinite-lived intangible assets are tested for impairment annually at the end of our second quarter and when events occur or circumstances change that would, more likely than not, reduce the fair value of a business unit or an intangible asset with an indefinite-life below its carrying value. Events or changes in circumstances that may trigger interim impairment reviews include significant changes in business climate, operating results, planned investment in the business unit or an expectation that the carrying amount may not be recoverable, among other factors. The goodwill impairment test, performed at a reporting unit level, is a two-step test that requires, under the first test, that we determine the fair value of a reporting unit and compare it to the reporting unit’s carrying value, including goodwill. We use established income and market valuation approaches to determine the fair value of the reporting unit. For trademark intangible assets, management uses the relief-from-royalty method in which fair value is the discounted value of forecasted royalty revenue arising from a trademark using a royalty rate that an independent third party would pay for use of that trademark. Further information regarding the fair value measurements is provided below.

2011 Analysis

We completed our annual impairment test of goodwill and indefinite-lived trademarks at the end of our second quarter. We determined that the carrying value of the howies trademark exceeded its estimated fair value and, accordingly, recorded an impairment charge of $736. This charge is reflected in the Europe segment. We also concluded that the fair values of the SmartWool trademark and the reporting units to which goodwill relates substantially exceeded their respective carrying values. Accordingly, we did not identify any impairment.

Our test of goodwill requires that we assess the fair value of the North America Wholesale and Europe Wholesale reporting units. We determined their fair value as of July 2, 2010, by preparing a discounted cash flow analysis using forward-looking projections of the reporting units’ future operating results, as well as consideration of market valuation approaches. When completing the step-one test on July 1, 2011, we elected to carry forward the previous determination of fair value for our North America Wholesale and Europe Wholesale reporting units rather than reassess their fair value. We elected to carry forward the previous determination of fair value because we met the following requirements: (i) The most recent fair value determination exceeded the carrying amount by a substantial margin; (ii) based on an analysis of the events that have transpired since last year’s fair valuation, the likelihood was remote that the current fair value would be less than the current carrying amount of the reporting unit; and (iii) the assets or liabilities of the reporting units have not changed significantly since the valuation.

howies

The Company completed its annual impairment testing for the howies indefinite-lived trademark intangible asset in the second quarter of 2011, and recorded a non-cash impairment charge of $736 in its consolidated statement of operations. Management’s business plans and projections were used to develop the expected cash flows for the next five years and a 4% residual revenue growth rate applied thereafter. The analysis reflects a market royalty rate of 1.5% and a weighted average discount rate of 25%, derived primarily from published sources and adjusted for increased market risk. The impairment charge reduced the howies trademark to its estimated fair value of $540 at July 1, 2011.

2010 Analysis

During the quarter ended July 2, 2010, management concluded that the carrying value of goodwill exceeded the estimated fair value for its IPath, North America Retail and Europe Retail reporting units and, accordingly, recorded an impairment charge of $5,395. Management also concluded that the carrying value of the IPath and howies trademarks and other intangible assets exceeded the estimated fair value and, accordingly, recorded an impairment charge of $7,854. The Company’s North America Wholesale and Europe Wholesale business units had fair values substantially in excess of their carrying value. See Note 9 to the unaudited condensed consolidated financial statements.

Form10-Q
Page 11

Impairment charges included in the second quarter of 2010 unaudited condensed consolidated statement of operations, by segment, are as follows:

	North America				Sub-				Europe				Sub-		Total
	IPath		Retail		Total		IPath		howies		Retail		Total		Company
Goodwill	$	4,118	$	794	$	4,912	$	-	$	-	$	483	$	483	$	5,395
Trademarks		2,032		-		2,032		1,169		3,181		-		4,350		6,382
Other intangibles		1,228		-		1,228		-		244		-		244		1,472
	$	7,378	$	794	$	8,172	$	1,169	$	3,425	$	483	$	5,077	$	13,249

These non-recurring fair value measurements were developed using significant unobservable inputs (Level 3). For goodwill, the primary valuation technique used was the discounted cash flow analysis based on management’s estimates of forecasted cash flows for each business unit, with those cash flows discounted to present value using rates proportionate with the risks of those cash flows. In addition, management used a market-based valuation method involving analysis of market multiples of revenues and earnings before interest, taxes, depreciation and amortization for a group of similar publicly traded companies and, if applicable, recent transactions involving comparable companies. The Company believes the blended use of these models balances the inherent risk associated with either model if used on a stand-alone basis, and this combination is indicative of the factors a market participant would consider when performing a similar valuation. For trademark intangible assets, management used the relief-from-royalty method in which fair value is the discounted value of forecasted royalty revenue arising from a trademark using a royalty rate that an independent third party would pay for use of that trademark. Further information regarding the fair value measurements is provided below.

IPath

The IPath business unit did not meet the revenue and earnings growth forecasted at its acquisition in April 2007. Accordingly, during the second quarter of 2010, management reassessed the financial expectations of this business as part of its long range planning process. The revenue and earnings growth assumptions were developed based on near term trends, potential opportunities and planned investment in the IPath^® brand. Management’s business plans and projections were used to develop the expected cash flows for the next five years and a 4% residual revenue growth rate applied thereafter. The analysis reflects a market royalty rate of 1.5% and a weighted average discount rate of 22%, derived primarily from published sources and adjusted for increased market risk. After the charges in the table above, there was $720 of finite-lived trademark intangible assets remaining at July 2, 2010. The carrying value of IPath’s goodwill was reduced to zero.

howies

howies had not met the revenue and earnings growth forecasted at its acquisition in December 2006. Accordingly, during the second quarter of 2010, management reassessed the financial expectations of this business as part of its long range planning process. The revenue and earnings growth assumptions were developed based on near term trends, potential opportunities and planned investment in the howies^® brand. Management’s business plans and projections were used to develop the expected cash flows for the next five years and a 4% residual revenue growth rate applied thereafter. The analysis reflects a market royalty rate of 2% and a weighted average discount rate of 24%, derived primarily from published sources and adjusted for increased market risk. After the charges in the table above, there was $1,200 of indefinite-lived trademark intangible assets remaining at July 2, 2010.

North America and Europe Retail

The Company’s retail businesses in North America and Europe have been negatively impacted by continued weakness in the macroeconomic environment, low consumer spending and a longer than expected economic recovery. The fair value of these businesses using the discounted cash flow analysis were based on management’s business plans and projections for the next five years and a 4% residual growth thereafter. The analysis reflects a weighted average discount rate in the range of 19%, derived primarily from published sources and adjusted for increased market risk. After the charges in the table above, the carrying value of the goodwill was zero at July 2, 2010.

Form10-Q
Page 12

Note 3. Derivatives

In the normal course of business, the financial position and results of operations of the Company are impacted by currency rate movements in foreign currency denominated assets, liabilities and cash flows as we purchase and sell goods in local currencies. We have established policies and business practices that are intended to mitigate a portion of the effect of these exposures. We use derivative financial instruments, specifically forward contracts, to manage our currency exposures. These derivative instruments are viewed as risk management tools and are not used for trading or speculative purposes. Derivatives entered into by the Company are either designated as cash flow hedges of forecasted foreign currency transactions or are undesignated economic hedges of existing intercompany assets and liabilities, certain third party assets and liabilities, and non-US dollar-denominated cash balances.

Derivative instruments expose us to credit and market risk. The market risk associated with these instruments resulting from currency exchange movements is expected to offset the market risk of the underlying transactions being hedged. We do not believe there is a significant risk of loss in the event of non-performance by the counterparties associated with these instruments because these transactions are executed with a group of major financial institutions and have varying maturities through January 2013. As a matter of policy, we enter into these contracts only with counterparties having a minimum investment-grade or better credit rating. Credit risk is managed through the continuous monitoring of exposures to such counterparties.

Cash Flow Hedges

The Company principally uses foreign currency forward contracts as cash flow hedges to offset a portion of the effects of exchange rate fluctuations on certain of its forecasted foreign currency denominated sales transactions. The Company’s cash flow exposures include anticipated foreign currency transactions, such as foreign currency denominated sales, costs, expenses and inter-company charges, as well as collections and payments. The risk in these exposures is the potential for losses associated with the remeasurement of non-functional currency cash flows into the functional currency. The Company has a hedging program to aid in mitigating its foreign currency exposures and to decrease the volatility in earnings. Under this hedging program, the Company performs a quarterly assessment of the effectiveness of the hedge relationship and measures and recognizes any hedge ineffectiveness in earnings. A hedge is effective if the changes in the fair value of the derivative provide offset of at least 80 percent and not more than 125 percent of the changes in the fair value or cash flows of the hedged item attributable to the risk being hedged. The Company uses regression analysis to assess the effectiveness of a hedge relationship.

Forward contracts designated as cash flow hedging instruments are recorded in our unaudited condensed consolidated balance sheets at fair value. The effective portion of gains and losses resulting from changes in the fair value of these hedge instruments are deferred in accumulated other comprehensive income (“OCI”) and reclassified to earnings, in cost of goods sold, in the period that the hedged transaction is recognized in earnings. Cash flows associated with these contracts are classified as operating cash flows in the unaudited condensed consolidated statements of cash flows. Hedge ineffectiveness is evaluated using the hypothetical derivative method, and the ineffective portion of the hedge is reported in our unaudited condensed consolidated statements of operations in other, net. The amount of hedge ineffectiveness reported in other, net for the quarters ended July 1, 2011 and July 2, 2010 was not material.

The notional value of foreign currency forward sell contracts entered into as cash flow hedges is as follows:

	Notional Amount
Currency	July 1, 2011		December 31, 2010		July 2, 2010
Pound Sterling		$33,161		$23,536		$22,814
Euro		135,140		88,414		70,080
Japanese Yen		30,063		22,817		16,856
Total		$198,364		$134,767		$109,750
Latest Maturity Date	January 2013		January 2012		April 2011

Form10-Q
Page 13

Other Derivative Contracts

We also enter into derivative contracts to manage foreign currency exchange risk on intercompany accounts receivable and payable, third-party accounts receivable and payable, and non-U.S. dollar-denominated cash balances using forward contracts. These forward contracts, which are undesignated hedges of economic risk, are recorded at fair value on the unaudited condensed consolidated balance sheets, with changes in the fair value of these instruments recognized in earnings immediately. The gains or losses related to the contracts largely offset the remeasurement of those assets and liabilities. Cash flows associated with these contracts are classified as operating cash flows in the unaudited condensed consolidated statements of cash flows.

The notional value of foreign currency forward (buy) and sell contracts entered into to mitigate the foreign currency risk associated with certain balance sheet items is as follows (the contract amount represents the net amount of all purchase and sale contracts of a foreign currency):

	Notional Amount
Currency	July 1, 2011			December 31, 2010			July 2, 2010
Pound Sterling		$14,396			$9,312			$(18,221	)
Euro		5,798			8,913			(6,558	)
Japanese Yen		17,339			28,680			7,309
Canadian Dollar		4,871			6,013			4,855
Norwegian Kroner		3,657			2,219			2,711
Swedish Krona		3,470			2,601			1,970
Total		$49,531			$57,738			$(7,934	)
Sell Contracts		$68,725			$71,799			$38,496
Buy Contracts		(19,194	)		(14,061	)		(46,430	)
Total Contracts		$49,531			$57,738			$(7,934	)
Latest Maturity Date	October 2011			April 2011			October 2010

Form10-Q
Page 14

Fair Value of Derivative Instruments

The following table summarizes the fair values and presentation in the unaudited condensed consolidated balance sheets for derivatives, which consist of foreign exchange forward contracts, as of July 1, 2011, December 31, 2010 and July 2, 2010:

	Asset Derivatives						Liability Derivatives
	Fair Value						Fair Value
Balance Sheet Location	July 1, 2011		December 31, 2010		July 2, 2010		July 1, 2011		December 31, 2010		July 2, 2010
Derivatives designated as hedge instruments:
Derivative assets	$	-	$	-	$	8,437	$	-	$	-	$	679
Derivative liabilities		242		1,693		45		6,962		3,284		57
Other assets, net		164		6		-		70		5		-
Other long-term liabilities		96		67		-		167		178		-
	$	502	$	1,766	$	8,482	$	7,199	$	3,467	$	736
Derivatives not designated as hedge instruments:
Derivative assets	$	74	$	29	$	124	$	24	$	-	$	-
Derivative liabilities		10		6		6		159		105		85
	$	84	$	35	$	130	$	183	$	105	$	85
Total derivatives	$	586	$	1,801	$	8,612	$	7,382	$	3,572	$	821

Form10-Q
Page 15

The Effect of Derivative Instruments on the Statements of Operations for the Quarters Ended July 1, 2011 and July 2, 2010

Amount of Gain/(Loss)

Amount of Gain/(Loss)

Location of Gain/(Loss)

Reclassified from

Recognized in OCI on

Reclassified from

Accumulated OCI into

Derivatives in

Derivatives

Accumulated OCI into

Income

Cash Flow

(Effective Portion)

Income

(Effective Portion)

Hedging Relationships

2011

2010

(Effective Portion)

2011

2010

Foreign exchange forward contracts

$(3,319

)

$2,812

(1)

Cost of goods sold

$(583

)

$273

⁽¹⁾ Amount reported in the prior year of $7,358 was decreased by $4,546 in the current year to $2,812. This amount represents the gain on derivatives recognized in other comprehensive income during the period and was changed to conform to the current period presentation.

The Company expects to reclassify pre-tax losses of $6,717 to the income statement within the next twelve months.

		Amount of Gain/(Loss)
		Recognized in
Derivatives not Designated	Location of Gain/(Loss)Recognized	Income on Derivatives
as Hedging Instruments	In Income on Derivatives	2011			2010
Foreign exchange forward contracts	Other, net		$(809	)		$1,545

The Effect of Derivative Instruments on the Statements of Operations for the Six Months Ended July 1, 2011 and July 2, 2010

Amount of Gain/(Loss)

Amount of Gain/(Loss)

Location of Gain/(Loss)

Reclassified from

Recognized in OCI on

Reclassified from

Accumulated OCI into

Derivatives in

Derivatives

Accumulated OCI into

Income

Cash Flow

(Effective Portion)

Income

(Effective Portion)

Hedging Relationships

2011

2010

(Effective Portion)

2011

2010

Foreign exchange forward contracts

$(8,625

)

$8,412

(1)

Cost of goods sold

$(3,631

)

$1,606

⁽¹⁾ Amount reported in the prior year of $7,358 was increased by $1,054 in the current year to $8,412. This amount represents the gain on derivatives recognized in other comprehensive income during the period and was changed to conform to the current period presentation.

Form10-Q
Page 16

		Amount of Gain/(Loss)
		Recognized in
Derivatives not Designated	Location of Gain/(Loss)Recognized	Income on Derivatives
as Hedging Instruments	In Income on Derivatives	2011			2010
Foreign exchange forward contracts	Other, net		$(764	)		$(622	)

Note 4. Share-Based Compensation

Share-based compensation costs were as follows in the quarters and six months ended July 1, 2011 and July 2, 2010, respectively:

	For the Quarter Ended
		July 1, 2011		July 2, 2010
Cost of goods sold		$	64	$	107
Selling expense			1,064		672
General and administrative expense			2,254		1,310
Total share-based compensation		$	3,382	$	2,089

	For the Six Months Ended
		July 1, 2011		July 2, 2010
Cost of goods sold		$	122	$	188
Selling expense			2,178		1,171
General and administrative expense			4,693		2,288
Total share-based compensation		$	6,993	$	3,647

Long Term Incentive Programs

2011 Executive Long Term Incentive Program

On March 2, 2011, the Management Development and Compensation Committee of the Board of Directors (the “MDCC”) approved the terms of The Timberland Company 2011 Executive Long Term Incentive Program (“2011 LTIP”) with respect to equity awards to be made to certain of the Company’s executives and employees. On March 3, 2011, the Board of Directors also approved the 2011 LTIP with respect to the Company’s Chief Executive Officer. The 2011 LTIP was established under the Company’s 2007 Incentive Plan. The awards are subject to future performance, and consist of performance stock units (“PSUs”), equal in value to one share of the Company’s Class A Common Stock, and performance stock options (“PSOs”), with an exercise price of $38.52 (the closing price of the Company’s Class A Common Stock as quoted on the New York Stock Exchange on March 3, 2011, the date of grant). On May 26, 2011, additional awards were made under the 2011 LTIP consisting of PSUs equal in value to one share of the Company’s Class A Common Stock, and PSOs with an exercise price of $32.51 (the closing price of the Company’s Class A Common Stock as quoted on the New York Stock Exchange on May 26, 2011, the date of grant). Shares with respect to the PSUs will be granted and will vest following the end of the applicable performance period and approval by the Board of Directors, or a committee thereof, of the achievement of the applicable performance metric. The PSOs will vest in three equal annual installments following the end of the applicable performance period and approval by the Board of Directors, or a committee thereof, of the achievement of the applicable performance metric. The payout of the performance awards will be based on the Company’s achievement of certain levels of revenue growth and earnings before interest, taxes, depreciation and amortization (“EBITDA”), with threshold, target and maximum award levels based upon actual revenue growth and EBITDA of the Company during the applicable performance periods equaling or exceeding such levels. The performance period for the PSUs is the three-year period from January 1, 2011 through December 31, 2013, and the performance period for the PSOs is the twelve-month period from January 1, 2011 through December 31, 2011. No awards shall be made or earned, as the case may be, unless the threshold goal is attained, and the maximum payout may not exceed 200% of the target award.

Form10-Q
Page 17

The maximum number of shares to be awarded with respect to PSUs under the 2011 LTIP grants is 262,748, which, if earned, will be settled in early 2014. Based on current estimates of the performance metrics, unrecognized compensation expense with respect to the 2011 PSUs was $4,299 as of July 1, 2011. This expense is expected to be recognized over a weighted-average remaining period of 2.7 years.

The maximum number of shares subject to exercise with respect to PSOs under the 2011 LTIP grants is 359,058, which, if earned, will be settled, subject to the vesting schedule noted above, in early 2012. Based on current estimates of the performance metrics, unrecognized compensation expense related to the 2011 PSOs was $2,946 as of July 1, 2011. This expense is expected to be recognized over a weighted-average remaining period of 3.7 years.

2010 Executive Long Term Incentive Program

On March 3, 2010, the MDCC approved the terms of The Timberland Company 2010 Executive Long Term Incentive Program (“2010 LTIP”) with respect to equity awards to be made to certain of the Company’s executives and employees. On March 4, 2010, the Board of Directors also approved the 2010 LTIP with respect to the Company’s Chief Executive Officer. On May 13, 2010, additional awards were made under the 2010 LTIP.

The maximum number of shares to be awarded with respect to PSUs under the 2010 LTIP grants is 519,800, which, if earned, will be settled in early 2013. Based on current estimates of the performance metrics, unrecognized compensation expense with respect to the 2010 PSUs was $2,523 as of July 1, 2011. This expense is expected to be recognized over a weighted-average remaining period of 1.7 years.

Based on actual 2010 performance, the number of shares subject to exercise with respect to PSOs under the 2010 LTIP grants is 491,842, which shares were settled on March 3, 2011, subject to vesting in three equal annual installments.

2009 Executive Long Term Incentive Program

On March 4, 2009, the MDCC of the Board of Directors approved the terms of The Timberland Company 2009 Executive Long Term Incentive Program (“2009 LTIP”) with respect to equity awards to be made to certain of the Company’s executives and employees. On March 5, 2009, the Board of Directors also approved the 2009 LTIP with respect to the Company’s Chief Executive Officer. On May 21, 2009, additional awards were made under the 2009 LTIP.

The maximum number of shares to be awarded with respect to PSUs under the 2009 LTIP grants is 745,000, which, if earned, will be settled in early 2012. Based on current estimates of the performance metrics, unrecognized compensation expense with respect to the 2009 PSUs was $1,048 as of July 1, 2011. This expense is expected to be recognized over a weighted-average remaining period of 0.7 years.

The Company estimates the fair value of its PSOs on the date of grant using the Black-Scholes option valuation model, which employs the following assumptions:

	2011 LTIP		2010 LTIP
	For the Quarter		For the Quarter
	Ended July 1, 2011		Ended July 2, 2010
Expected volatility		52.6%		48.7%
Risk-free interest rate		2.1%		2.5%
Expected life (in years)		5.0		5.0
Expected dividends		-		-

	2011 LTIP		2010 LTIP
	For the Six Months		For the Six Months
	Ended July 1, 2011		Ended July 2, 2010
Expected volatility		49.4%		49.3%
Risk-free interest rate		2.4%		2.8%
Expected life (in years)		6.2		6.3
Expected dividends		-		-

Form10-Q
Page 18

The following summarizes activity associated with PSOs earned under the Company’s 2009 and 2010 LTIP and excludes the performance-based awards noted above under the 2011 LTIP for which performance conditions have not been met:

						Weighted-
				Weighted-		Average
				Average		Remaining			Aggregate
				Exercise		Contractual		Intrinsic
	Shares			Price		Term		Value
Outstanding at January 1, 2011		569,065		$	9.50
Settled		491,842			19.55
Exercised		(41,436	)		9.79
Expired or forfeited		(7,948	)		22.55
Outstanding at July 1, 2011		1,011,523		$	14.28		8.2	$	29,155
Vested or expected to vest at July 1, 2011		951,218		$	14.09		8.1	$	27,591
Exercisable at July 1, 2011		148,239		$	9.43		7.7	$	4,991

Unrecognized compensation expense related to these PSOs was $2,746 as of July 1, 2011. This expense is expected to be recognized over a weighted-average remaining period of 1.7 years.

Other Long Term Incentive Programs

During 2010, the MDCC approved a program to award cash or equity awards based upon the achievement of certain project milestones. Awards will be granted upon approval of performance criteria achievement by a steering committee designated by the Board of Directors, and, if equity based, will vest immediately upon achievement of certain project milestones. The Company expects the milestones to be achieved at various stages through 2013. The maximum aggregate value which may be earned by current plan participants in the program is $2,660, and the number of equity awards to be issued, if applicable, will be determined based on the fair market value of the Company’s Class A Common Stock on the date of issuance. Unrecognized compensation expense related to these awards was $1,192 as of July 1, 2011, and the expense is expected to be recognized over a weighted-average remaining period of 1.5 years.

Stock Options

The Company estimates the fair value of its stock option awards on the date of grant using the Black-Scholes option valuation model, which employs the assumptions noted in the following table, for stock option awards excluding awards issued under the Company’s Long Term Incentive Programs discussed above:

	For the Quarter Ended				For the Six Months Ended
	July 1, 2011		July 2, 2010		July 1, 2011		July 2, 2010
Expected volatility		52.6%		48.7%		51.0%		48.7%
Risk-free interest rate		2.1%		2.5%		2.1%		2.5%
Expected life (in years)		5.0		5.0		5.0		5.0
Expected dividends		-		-		-		-

Form10-Q
Page 19

The following summarizes transactions under stock option arrangements excluding awards under the 2009 and 2010 LTIP, which are summarized in the table above, and the performance-based awards under the 2011 LTIP noted above for which performance conditions have not been met:

						Weighted-
				Weighted-		Average
				Average		Remaining		Aggregate
				Exercise		Contractual		Intrinsic
	Shares			Price		Term		Value
Outstanding at January 1, 2011		3,659,924		$	25.29
Granted		61,806			38.47
Exercised		(1,358,656	)		26.12
Expired or forfeited		(29,068	)		29.00
Outstanding at July 1, 2011		2,334,006		$	25.12		5.0	$	41,976
Vested or expected to vest at July 1, 2011		2,304,438		$	25.11		4.9	$	41,462
Exercisable at July 1, 2011		2,001,903		$	25.94		4.4	$	34,346

Unrecognized compensation expense related to nonvested stock options was $2,089 as of July 1, 2011. This expense is expected to be recognized over a weighted-average remaining period of 1.5 years.

Nonvested Shares

There were 24,960 nonvested stock awards with a weighted-average grant date fair value of $9.34 outstanding on January 1, 2011. These awards vested in their entirety during the first quarter of 2011, and there is no unrecognized compensation expense associated with them.

Changes in the Company’s restricted stock units, excluding awards under the Company’s Long Term Incentive Programs discussed above, for the quarter ended July 1, 2011 are as follows:

				Weighted-
				Average
	Stock			Grant Date
	Units			Fair Value
Nonvested at January 1, 2011		259,992		$	18.27
Awarded		58,293			35.64
Vested		(118,922	)		17.74
Forfeited		(5,238	)		24.70
Nonvested at July 1, 2011		194,125		$	23.64
Expected to vest at July 1, 2011		178,909		$	23.43

Unrecognized compensation expense related to nonvested restricted stock units was $3,564 as of July 1, 2011 and the expense is expected to be recognized over a weighted-average remaining period of 1.5 years.

Note 5. Earnings/(Loss) Per Share

Basic and diluted loss per share (“LPS”) for the quarters ended July 1, 2011 and July 2, 2010 and the six months ended July 1, 2011 exclude common stock equivalents and are computed by dividing net loss by the weighted-average number of common shares outstanding for the periods presented.

Basic earnings per share (“EPS”) excludes common stock equivalents and is computed by dividing net income by the weighted-average number of common shares outstanding for the periods presented. Diluted EPS reflects the potential dilution that would occur if potentially dilutive securities such as stock options were exercised and nonvested shares vested, to the extent such securities would not be anti-dilutive.

Form10-Q
Page 20

The following is a reconciliation of the number of shares (in thousands) for the basic and diluted EPS computation for the six months ended July 2, 2010:

	Net		Weighted- Average		Per-Share
	Income		Shares		Amount
Basic EPS		$2,295		53,698		$.04
Effect of dilutive securities:
Stock options and employee stock purchase plan shares		—		323		—
Nonvested shares		—		163		—
Diluted EPS		$2,295		54,184		$.04

The following securities (in thousands) were outstanding as of July 1, 2011 and July 2, 2010, but were not included in the computation of diluted EPS/(LPS) as their inclusion would be anti-dilutive:

	For the Quarter Ended				For the Six Months Ended
	July 1, 2011		July 2, 2010		July 1, 2011		July 2, 2010
Anti-dilutive securities		1,214		2,967		1,336		2,491

Note 6. Comprehensive Income/(Loss)

Comprehensive income/(loss) for the quarters and six months ended July 1, 2011 and July 2, 2010 is as follows:

	For the Quarter Ended				For the Six Months Ended
	July 1, 2011		July 2, 2010		July 1, 2011		July 2, 2010
Net income/(loss)	$	(20,106)	$	(23,452)	$	(2,135)	$	2,295
Change in cumulative translation adjustment		2,390		(4,512)		7,369		(11,990)
Change in fair value of cash flow hedges, net of taxes		(2,599)		2,412		(4,744)		6,466
Change in other adjustments, net of taxes		13		6		(42)		(46)
Comprehensive income/loss	$	(20,302)	$	(25,546)	$	448	$	(3,275)

The components of accumulated other comprehensive income as of July 1, 2011, December 31, 2010 and July 2, 2010 were:

	July 1, 2011		December 31, 2010		July 2, 2010
Cumulative translation adjustment	$	15,392	$	8,023	$	1,663
Fair value of cash flow hedges, net of taxes of $(333) at July 1, 2011, $(84) at December 31, 2010 and $388 at July 2, 2010		(6,335)		(1,591)		7,370
Other adjustments, net of taxes of $61 at July 1, 2011, $96 at December 31, 2010 and $105 at July 2, 2010		197		239		445
Total	$	9,254	$	6,671	$	9,478

Note 7. Business Segments and Geographic Information

The Company has three reportable segments: North America, Europe and Asia. The composition of the segments is consistent with that used by the Company’s chief operating decision maker.

Form10-Q
Page 21

The North America segment is comprised of the sale of products to wholesale and retail customers in North America. It includes Company-operated specialty and factory outlet stores in the United States and our United States e-commerce business. This segment also includes royalties from licensed products sold worldwide, the related management costs and expenses associated with our worldwide licensing efforts, and certain marketing expenses and value-added services.

The Europe and Asia segments each consist of the marketing, selling and distribution of footwear, apparel and accessories outside of the United States. Products are sold outside of the United States through our subsidiaries (which use wholesale, retail and e-commerce channels to sell footwear, apparel and accessories), franchisees and independent distributors.

Unallocated Corporate consists primarily of corporate finance, information services, legal and administrative expenses, share-based compensation costs, global marketing support expenses, worldwide product development costs and other costs incurred in support of Company-wide activities. Unallocated Corporate also includes certain value chain costs such as sourcing and logistics, as well as inventory variances. Additionally, Unallocated Corporate includes total other income/(expense), net, which is comprised of interest income, interest expense, and other, net, which includes foreign exchange gains and losses resulting from changes in the fair value of financial derivatives not designated as hedges, currency gains and losses incurred on the settlement of local currency denominated assets and liabilities, and other miscellaneous non-operating income/(expense). Such income/(expense) is not allocated among the reportable business segments.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. We evaluate segment performance based on revenue and operating income. Total assets are disaggregated to the extent that assets apply specifically to a single segment. Unallocated Corporate assets primarily consist of cash and equivalents, tax assets, manufacturing/sourcing assets, computers and related equipment, and transportation equipment.

Operating income/loss shown below for the quarter and six months ended July 1, 2011 includes an impairment charge of $736 in Europe related to a certain intangible asset. Operating income/(loss) shown below for the quarter and six months ended July 2, 2010 includes impairment charges of $8,172 and $5,077 in North America and Europe, respectively, related to goodwill and certain other intangible assets. See Notes 2 and 9 to the unaudited condensed consolidated financial statements for additional information. Operating income for North America for the quarter and six months ended July 2, 2010 also includes gains related to the termination of licensing agreements of $1,500 and $3,000, respectively.

For the Quarter Ended July 1, 2011 and July 2, 2010

								Unallocated
	North America		Europe			Asia		Corporate			Consolidated
2011
Revenue	$	106,134	$	91,713		$	42,280	$	-		$	240,127
Operating income/(loss)		8,131		(6,198	)		1,523		(34,368	)		(30,912	)
Income/(loss) before income taxes		8,131		(6,198	)		1,523		(33,201	)		(29,745	)
Total assets		250,244		340,345			78,612		200,818			870,019
Goodwill		31,964		6,994			-		-			38,958
2010
Revenue	$	91,995	$	66,750		$	30,209	$	-		$	188,954
Operating income/(loss)		2,921		(11,812	)		2,630		(27,046	)		(33,307	)
Income/(loss) before income taxes		2,921		(11,812	)		2,630		(26,771	)		(33,032	)
Total assets		211,059		323,512			49,459		182,535			766,565
Goodwill		31,964		6,994			-		-			38,958

Form10-Q
Page 22

For the Six Months Ended July 1, 2011 and July 2, 2010

							Unallocated
	North America		Europe		Asia		Corporate			Consolidated
2011
Revenue	$	238,117	$	257,418	$	93,596	$	—		$	589,131
Operating income/(loss)		29,417		22,684		9,769		(64,897	)		(3,027	)
Income/(loss) before income taxes		29,417		22,684		9,769		(62,106	)		(236	)
2010
Revenue	$	213,853	$	218,380	$	73,763	$	—		$	505,996
Operating income/(loss)		24,563		25,456		9,477		(53,415	)		6,081
Income/(loss) before income taxes		24,563		25,456		9,477		(53,339	)		6,157

The following summarizes our revenue by product for the quarters and six months ended July 1, 2011 and July 2, 2010:

	For the Quarter Ended				For the Six Months Ended
	July 1,		July 2,		July 1,		July 2,
	2011		2010		2011		2010
Footwear	$	168,697	$	131,589	$	416,865	$	357,150
Apparel and accessories		66,027		52,069		160,275		137,758
Royalty and other		5,403		5,296		11,991		11,088
	$	240,127	$	188,954	$	589,131	$	505,996

Note 8. Inventory

Inventory consists of the following:

	July 1, 2011		December 31, 2010		July 2, 2010
Materials	$	12,827	$	11,299	$	9,102
Work-in-process		1,711		841		1,382
Finished goods		237,182		167,928		166,722
Total	$	251,720	$	180,068	$	177,206

Note 9. Goodwill and Intangibles

The Company completed its annual impairment testing for goodwill and indefinite-lived intangible assets in the second quarter of 2011, and determined that the carrying value of a certain intangible asset related to its howies^® brand exceeded fair value. Accordingly, the Company recorded a non-cash impairment charge of $736 in its consolidated statement of operations. The impairment charge reduced the trademark of the howies^® brand to its fair value of $540 at July 1, 2011.

Form10-Q
Page 23

The Company completed its annual impairment testing for goodwill and indefinite-lived intangible assets in the second quarter of 2010, and determined that the carrying values of certain goodwill and intangible assets, primarily related to its IPath^® and howies^® brands, exceeded fair value. Accordingly, the Company recorded non-cash impairment charges of $5,395 and $7,854 for goodwill and intangible assets, respectively, in its consolidated statement of operations. The impairment charge reduced the goodwill related to the IPath, North America retail, and Europe retail reporting units to zero. The charge of $7,854 reduced the trademark and other intangible assets of IPath and howies to their respective fair values at July 2, 2010 of $720 and $1,200. See Note 2 to the unaudited condensed consolidated financial statements for additional information.

A summary of goodwill activity by segment follows:

	2011							2010
			Accumulated			Net Book				Accumulated			Net Book
	Gross		Impairment			Value		Gross		Impairment			Value
Balance at January 1:
North America	$	36,876	$	(4,912	)	$	31,964	$	36,876	$	-		$	36,876
Europe		7,477		(483	)		6,994		7,477		-			7,477
Total	$	44,353	$	(5,395	)	$	38,958	$	44,353	$	-		$	44,353
Impairment charges:
North America	$	-	$	-		$	-	$	-	$	(4,912	)	$	(4,912	)
Europe		-		-			-		-		(483	)		(483	)
Total	$	-	$	-		$	-	$	-	$	(5,395	)	$	(5,395	)
Balance at end of quarter:
North America	$	36,876	$	(4,912	)	$	31,964	$	36,876	$	(4,912	)	$	31,964
Europe		7,477		(483	)		6,994		7,477		(483	)		6,994
Total	$	44,353	$	(5,395	)	$	38,958	$	44,353	$	(5,395	)	$	38,958

Intangible assets consist of trademarks and other intangible assets. Other intangible assets consist of customer, patent and non-competition related intangible assets. Intangible assets consist of the following:

	July 1, 2011							December 31, 2010
						Net
			Accumulated			Book				Accumulated			Net Book
	Gross		Amortization			Value		Gross		Amortization			Value
Trademarks (indefinite-lived)	$	31,710	$	-		$	31,710	$	32,402	$	-		$	32,402
Trademarks (finite-lived)		3,731		(2,292	)		1,439		4,064		(2,462	)		1,602
Other intangible assets (finite-lived)		5,729		(5,248	)		481		5,995		(5,160	)		835
Total	$	41,170	$	(7,540	)	$	33,630	$	42,461	$	(7,622	)	$	34,839

Form 10-Q
Page 24

Note 10. Credit Agreement

On April 26, 2011, we entered into a Third Amended and Restated Revolving Credit Agreement with a group of banks led by Bank of America, N.A. (the “Agreement”). The Agreement amends and restates in its entirety the Second Amended and Restated Revolving Credit Agreement dated as of June 2, 2006. The Agreement expires on April 26, 2016. The Agreement provides for $200,000 of committed, unsecured borrowings, of which up to $125,000 may be used for letters of credit. Any letters of credit outstanding under the Agreement ($1,595 at July 1, 2011) reduce the amount available for borrowing under the Agreement. Upon the approval of the bank group, the Company may increase the committed borrowing limit by $100,000 for a total commitment of $300,000. This facility may be used for working capital, share repurchases, acquisitions and other general corporate purposes. Under the terms of the Agreement, the Company may borrow at interest rates based on Eurodollar rates, plus an applicable margin of between 87.5 and 175.0 basis points based on a fixed charge coverage grid. In addition, the Company will pay a commitment fee of 12.5 to 25 basis points per annum on the total commitment, based on a fixed charge coverage grid that is adjusted quarterly. The financial covenants set forth in the Agreement relate to maintaining a minimum fixed charge coverage ratio of 2.25:1 and a leverage ratio of 2:1. The Company will measure compliance with the financial and non-financial covenants and ratios as required by the terms of the Agreement on a fiscal quarter basis. The Agreement also contains certain customary affirmative and negative covenants.

Note 11. Income Taxes

We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year. Discrete items and changes in our estimate of the annual effective tax rate are recorded in the period they occur. During the first quarter of 2011, the Company recorded a charge of approximately $2,250 to income tax expense related to certain prior year matters.

In December 2009, we received a Notice of Assessment from the Internal Revenue Department of Hong Kong for approximately $17,600 with respect to the tax years 2004 through 2008. In connection with the assessment, the Company was required to make payments to the Internal Revenue Department of Hong Kong totaling approximately $900 in the first quarter of 2010 and $7,500 in the second quarter of 2010. These payments are included in prepaid taxes on our unaudited condensed consolidated balance sheet. We believe we have a sound defense to the proposed adjustment and will continue to firmly oppose the assessment. We believe that the assessment does not impact the level of liabilities for our income tax contingencies. However, actual resolution may differ from our current estimates, and such differences could have a material impact on our future effective tax rate and our results of operations.

Note 12. Share Repurchase

On March 10, 2008, our Board of Directors approved the repurchase of up to 6,000,000 shares of our Class A Common Stock. Shares repurchased under this authorization totaled 301,866 and 1,324,259 for the quarter and six months ended July 2, 2010, respectively. As of July 1, 2011, there were no shares remaining available for repurchase under this authorization.

On December 3, 2009, our Board of Directors approved the repurchase of up to an additional 6,000,000 shares of our Class A Common Stock. Shares repurchased under this authorization totaled 1,022,767 for the quarter and six months ended July 2, 2010. Shares repurchased under this authorization totaled 1,202,101 for the quarter and six months ended July 1, 2011. As of July 1, 2011, 1,695,336 shares remained available for repurchase under this authorization.

On May 26, 2011, our Board of Directors approved the repurchase of up to an additional 5,000,000 shares of our Class A Common Stock, all of which remained available for repurchase as of July 1, 2011.

From time to time, we use plans adopted under Rule 10b5-1 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, to facilitate share repurchases.

During the first six months of 2010, 200,000 shares of our Class B Common Stock were converted to an equivalent amount of our Class A Common Stock.

Note 13. Litigation

We are involved in various litigation and legal proceedings that have arisen in the ordinary course of business and with respect to particular transactions and events as described below. Management believes that the ultimate resolution of any such matters will not have a material adverse effect on our unaudited condensed consolidated financial statements.

Form 10-Q
Page 25

Shareholder Litigation

Shortly after the Company entered into the Merger Agreement with V.F. Corporation, three putative stockholder class action complaints were filed, on behalf of Timberland’s public stockholders, in the Court of Chancery of the State of Delaware against Timberland, the members of the Timberland Board, V.F. Corporation, and V.F. Enterprises, Inc., a wholly-owned subsidiary of V.F. Corporation. The complaints generally allege, among other things, that the members of the Timberland Board breached their fiduciary duties owed to Timberland’s public stockholders by causing Timberland to enter into the Merger Agreement, approving the merger, failing to take steps to ascertain and maximize the value of Timberland, failing to conduct a public auction or other market check, and failing to provide Timberland’s public stockholders with the right to vote on whether to approve the merger, and that V.F. Corporation and V.F. Enterprises, Inc. aided and abetted such breaches of fiduciary duties. In addition, the complaints allege that the Merger Agreement improperly favors V.F. Corporation and unduly restricts Timberland’s ability to negotiate with other potential bidders. The complaints generally seek, among other things, declaratory and injunctive relief concerning the alleged fiduciary breaches, injunctive relief prohibiting defendants from consummating the merger, other forms of equitable relief, and compensatory damages. On June 30, 2011, the three actions described above were consolidated under the caption In re The Timberland Company Shareholder Litigation, C.A. No. 6577-CS. While this litigation is at an early stage, the Company believes that the claims are without merit and intends to defend against the litigation vigorously.

A purported class action, City of Omaha Police and Fire Retirement System, On Behalf of Itself and All Others Similarly Situated v. The Timberland Company and Jeffrey B. Swartz, U.S.D.C., District of New Hampshire, was filed on June 3, 2011 on behalf of persons who purchased the common stock of Timberland between February 17, 2011 and May 4, 2011, seeking remedies under the Securities Exchange Act of 1934. The Complaint alleges false and misleading statements and a scheme to defraud during the class period. While this litigation is at an early stage, the Company believes this lawsuit is without merit and intends to defend against the litigation vigorously.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management’s discussion and analysis of the financial condition and results of operations of The Timberland Company and its subsidiaries (“we”, “our”, “us”, “its”, “Timberland” or the “Company”), as well as our liquidity and capital resources. The discussion, including known trends and uncertainties identified by management, should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2010.

Included herein are discussions and reconciliations of Total Company, Europe and Asia revenue changes to constant dollar revenue changes. Constant dollar revenue changes, which exclude the impact of changes in foreign exchange rates, are not Generally Accepted Accounting Principle (“GAAP”) performance measures. The difference between changes in reported revenue (the most comparable GAAP measure) and constant dollar revenue changes is the impact of foreign currency exchange rate fluctuations. We calculate constant dollar revenue changes by recalculating current year revenue using the prior year’s exchange rates and comparing it to the prior year revenue reported on a GAAP basis. We provide constant dollar revenue changes for Total Company, Europe and Asia results because we use the measure to understand the underlying results and trends of the business segments excluding the impact of exchange rate changes that are not under management’s direct control. The limitation of this measure is that it excludes exchange rate changes that have an impact on the Company’s revenue. This limitation is best addressed by using constant dollar revenue changes in combination with revenue reported on a GAAP basis. We have a foreign exchange rate risk management program intended to minimize both the positive and negative effects of currency fluctuations on our reported consolidated results of operations, financial position and cash flows. The actions we take to mitigate foreign exchange risk are reflected in cost of goods sold and other, net.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to sales returns and allowances,

Form 10-Q
Page 26

realization of outstanding accounts receivable, derivatives, other contingencies, impairment of assets, incentive compensation accruals, share-based compensation and the provision for income taxes. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Historically, actual results have not been materially different from our estimates. Notwithstanding the foregoing, because of the uncertainty inherent in these matters, actual results could differ from the estimates used in, or that result from, applying our critical accounting policies. Our significant accounting policies are described in Note 1 to the Company’s consolidated financial statements included in Part II, Item 8: Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 2010. There have been no changes to these critical accounting policies during the six months ended July 1, 2011. Our estimates, assumptions and judgments involved in applying the critical accounting policies are described in Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended December 31, 2010.

During the quarter ended July 1, 2011, management concluded that the carrying value of the howies trademark exceeded the estimated fair value and, accordingly, recorded an impairment charge of $0.7 million. The Company’s North America Wholesale and Europe Wholesale business units have fair values substantially in excess of their carrying value. See Notes 2 and 9 to the unaudited condensed consolidated financial statements for additional information.

During the quarter ended July 2, 2010, management concluded that the carrying value of goodwill exceeded the estimated fair value for its IPath, North America Retail and Europe Retail reporting units and, accordingly, recorded an impairment charge of $5.4 million. Management also concluded that the carrying value of the IPath and howies trademarks and other intangible assets exceeded the estimated fair value and, accordingly, recorded an impairment charge of $7.8 million. The Company’s North America Wholesale and Europe Wholesale business units have fair values substantially in excess of their carrying value. See Notes 2 and 9 to the unaudited condensed consolidated financial statements for additional information.

These non-recurring fair value measurements were developed using significant unobservable inputs (Level 3). For goodwill, the primary valuation technique used was the discounted cash flow analysis based on management’s estimates of forecasted cash flows for each business unit, with those cash flows discounted to present value using rates proportionate with the risks of those cash flows. In addition, management used a market-based valuation method involving analysis of market multiples of revenues and earnings before interest, taxes, depreciation and amortization for a group of similar publicly traded companies and, if applicable, recent transactions involving comparable companies. The Company believes the blended use of these models balances the inherent risk associated with either model if used on a stand-alone basis, and this combination is indicative of the factors a market participant would consider when performing a similar valuation. When completing the analysis at July 1, 2011, we elected to carry forward the fair values determined at July 2, 2010 for our North America Wholesale and Europe Wholesale reporting units rather than reassess their fair value. For trademark intangible assets, management used the relief-from-royalty method in which fair value is the discounted value of forecasted royalty revenue arising from a trademark using a royalty rate that an independent third party would pay for use of that trademark.

Our estimates of fair value are sensitive to changes in the assumptions used in our valuation analyses and, as a result, actual performance in the near and longer-term could be different from these expectations and assumptions. These differences could be caused by events such as strategic decisions made in response to economic and competitive conditions and the impact of economic factors on our customer base. If our future actual results are significantly lower than our current operating results or our estimates and assumptions used to calculate fair value are materially different, the value determined using the discounted cash flow analysis could result in a lower value. A significant decrease in value could result in a fair value lower than carrying value, which could result in impairment of our remaining goodwill. While we believe we have made reasonable estimates and assumptions used to calculate the fair value of the reporting units and other intangible assets, it is possible a material change could occur, which may ultimately result in the recording of an additional non-cash impairment charge.

These non-cash impairment charges do not have any direct impact on our liquidity, compliance with any covenants under our debt agreements or potential future results of operations. Our historical operating results may not be indicative of our future operating results. We will revise our estimates used in calculating the fair value of our reporting units as needed.

Overview

Our principal strategic goal is to become the #1 Outdoor Brand on Earth by offering an integrated product selection that equips consumers to enjoy the experience of being in the outdoors. We sell our products to consumers who embrace an

Form 10-Q
Page 27

outdoor-inspired lifestyle through high-quality distribution channels, including our own retail stores, which reinforce the premium positioning of the Timberland^â brand.

Our ongoing efforts to achieve this goal include (i) enhancing our leadership position in our core Timberland^® footwear business through an increased focus on technological innovation and “big idea” initiatives like Earthkeepers, (ii) expanding our global apparel and accessories business by leveraging the brand’s equity and initiatives through a combination of in-house development and licensing arrangements with trusted partners, (iii) expanding our brands geographically, (iv) driving operational and financial excellence, (v) setting the standard for social and environmental responsibility, and (vi) striving to be an employer of choice.

On June 12, 2011, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with V.F. Corporation (“VF”) and VF Enterprises, Inc., a wholly owned subsidiary of VF (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of VF. Holders of the outstanding shares of the Company’s common stock at the effective time of the Merger will receive $43.00 per share in cash.

A summary of our second quarter of 2011 financial performance, compared to the second quarter of 2010, follows:

• Second quarter revenue increased 27.1%, or 20.6% on a constant dollar basis, to $240.1 million.

• Gross margin decreased from 49.5% to 47.4%.

• Operating expenses were $144.7 million, an increase of 14.1% from $126.8 million in the prior year period. Operating expenses for the second quarter of 2011 include impairment charges of $0.7 million. Operating expenses for the second quarter of 2010 include impairment charges of $13.2 million and a gain on the termination of a licensing agreement of $1.5 million.

• We recorded an operating loss of $30.9 million in the second quarter of 2011, compared to an operating loss of $33.3 million in the prior year period. Operating loss includes impairment charges of $0.7 million and $13.2 million for the second quarter of 2011 and 2010, respectively.

• Net loss was $20.1 million in the second quarter of 2011, compared to $23.5 million in the second quarter of 2010.

• Loss per share decreased from $0.44 in the second quarter of 2010 to $0.39 in the second quarter of 2011.

• Cash at the end of the quarter was $233.8 million with no debt outstanding.

We have undertaken a multi-year business system transformation initiative, pursuant to which we will develop and implement an integrated enterprise resource planning, or ERP, system to better support our business model and further streamline our operations. The Company incurred incremental expenses of approximately $1.2 million during the quarter ended July 1, 2011 related to this ERP implementation, as well as $3.3 million in capital spending, primarily related to software implementation and hardware.

Results of Operations for the Quarter Ended July 1, 2011 as Compared to the Quarter Ended July 2, 2010

Revenue

In the second quarter of 2011, our consolidated revenues grew 27.1% to $240.1 million, reflecting double-digit growth across North America and each of our major markets in Europe and Asia. On a constant dollar basis, consolidated revenues increased 20.6%.

Form 10-Q
Page 28

Products

By product group, our footwear revenues increased 28.2% to $168.7 million compared to the prior year quarter, and apparel and accessories revenues grew 26.8% to $66.0 million. Growth in footwear revenues was driven primarily by strong growth in men’s footwear in both wholesale and retail channels across all geographic regions, as well as benefits from foreign exchange. The improvement in apparel and accessories revenues compared to the prior year quarter reflects revenue growth across all regions as well, with Europe wholesale accounts and Asia retail stores driving growth in apparel and SmartWool driving growth in accessories. Royalty and other revenue increased slightly to $5.4 million.

In May 2011, the Company signed an agreement (the “Agreement”) allowing for the early expiration and wind-down of the licensing agreement associated with the supplier of men’s apparel in North America. The Agreement calls for the licensing term to expire on December 31, 2011, but allows for the licensee to sell licensed products to certain accounts through April 1, 2012, and to sell certain products to the Company for delivery through May 2012 for subsequent resale in its stores. In addition to royalties payable under the Agreement, in consideration of the early expiration of the licensing agreement, the Company will receive a payment of approximately $6.0 million payable between January 30, 2012 and February 29, 2012.

Channels

Wholesale revenue was $151.1 million in the second quarter of 2011, a 28.7% increase compared to the prior year quarter, driven by double-digit growth in North America, Europe and Asia and the benefits of foreign exchange rate changes.

Retail revenues grew 24.5% to $89.0 million in the second quarter of 2011, driven by strong comparable store sales growth, the net addition of 16 stores and favorable foreign exchange rate impacts.

Comparable store sales were up 14.3% compared to the second quarter of 2010, reflecting double digit growth in North America and Asia, and strong growth in Europe. Comparable store sales include revenues from Company-operated stores for which all of the following requirements have been met: the store has been open at least one year, square footage has not changed by more than 25% within the past year, and the store has not been permanently repositioned within the past year. Sales for stores that are closed for renovation or relocation are excluded from the comparable store calculation until such stores are reopened. Prior year foreign exchange rates are applied to both current year and prior year comparable store sales to achieve a consistent basis for comparison.

We had 240 and 224 Company-owned stores, shops and outlets worldwide at the end of the second quarters of 2011 and 2010, respectively.

Gross Profit

Gross profit as a percentage of sales, or gross margin, was 47.4% for the second quarter of 2011, a 210 basis point decline compared to the second quarter of 2010. The decrease in gross margin reflects higher product costs associated with leather, transportation and labor costs, partially offset by favorable foreign exchange rate impacts. The Company expects these input costs to continue to adversely impact gross margin through 2011, although price increases are expected to help mitigate the impact of these costs in the second half of 2011.

Operating Expense

Operating expense for the second quarter of 2011 was $144.7 million, an increase of $17.9 million, or 14.1%, when compared to the second quarter of 2010. The increase in operating expense was driven by an increase in selling expense of $21.5 million and in general and administrative expense of $7.4 million, partially offset by a decrease in impairment charges related to goodwill and intangible assets of $12.5 million. Additionally, operating expense in the second quarter of 2010 included a $1.5 million gain related to the termination of a licensing agreement. Foreign exchange rate changes increased operating expense by approximately $7.9 million in the second quarter of 2011.

Selling expense was $107.7 million in the second quarter of 2011, an increase of 25.0% over the same period in 2010. Selling expense reflects planned investments in marketing and advertising and retail expansion, as well as variable costs associated with strong revenue growth. Selling expense as a percent of revenue was 44.8% in the second quarter of 2011 compared to 45.6% in the second quarter of 2010.

We include the costs of physically managing inventory (warehousing and handling costs) in selling expense. These costs totaled $8.1 million and $7.1 million in the second quarters of 2011 and 2010, respectively.

Form 10-Q
Page 29

In each of the second quarters of 2011 and 2010, we recorded $0.5 million of reimbursed shipping expenses within revenues and the related shipping costs within selling expense. Shipping costs are included in selling expense and were $4.1 million and $2.8 million for the quarters ended July 1, 2011 and July 2, 2010, respectively.

Advertising expense, which is included in selling expense, was $9.7 million and $5.5 million in the second quarters of 2011 and 2010, respectively. The increase was driven by a planned investment in out of home, Internet and digital media, television and print campaigns. Advertising expense includes co-op advertising costs, consumer-facing advertising costs such as print, television and Internet campaigns, production costs including agency fees, and catalog costs. Advertising costs are expensed at the time the advertising is used, predominantly in the season that the advertising costs are incurred. Prepaid advertising recorded on our unaudited condensed consolidated balance sheets as of July 1, 2011 and July 2, 2010 was $3.3 million and $2.2 million, respectively.

General and administrative expense for the second quarter of 2011 was $36.3 million, an increase of 25.5% compared to the $28.9 million reported in the second quarter of 2010, driven by increases in incentive compensation and other employee related costs of $4.4 million, $1.8 million in costs associated with the proposed acquisition of the Company by V.F. Corporation, and incremental costs of $1.2 million related to business system transformation initiatives. General and administrative expense as a percent of revenue was 15.1% in the second quarter of 2011 compared to 15.3% in the second quarter of 2010.

Total operating expense in the second quarter of 2011 also included an impairment charge of $0.7 million related to an intangible asset. 2010 included an impairment charge of $7.8 million related to certain intangible assets, an impairment charge of $5.4 million related to goodwill, and a gain of $1.5 million associated with the termination of a licensing agreement. Approximately $12.0 million of the total $13.2 million in impairment charges recorded in the second quarter of 2010 related to IPath and howies. See Note 2 to the unaudited condensed consolidated financial statements.

Operating Loss

We recorded an operating loss of $30.9 million in the second quarter of 2011, compared to an operating loss of $33.3 million in the prior year period. Operating loss included an impairment charge of $0.7 million in the second quarter of 2011. In the second quarter of 2010, operating loss included impairment charges of $13.2 million and a gain of $1.5 million associated with the termination of a licensing agreement.

Other Income/(Expense) and Taxes

Interest income was $0.1 million in each of the second quarters of 2011 and 2010. Interest expense, which is comprised of fees related to the establishment and maintenance of our revolving credit facility and bank guarantees, and interest paid on short-term borrowings, was $0.1 million in each of the second quarters of 2011 and 2010.

Other, net, included foreign exchange gains of $1.1 million and $1.0 million in the second quarters of 2011 and 2010, respectively, resulting from changes in the fair value of financial derivatives, specifically forward contracts not designated as cash flow hedges, and the currency gains and losses incurred on the settlement of local currency denominated receivables and payables. These results were driven by the volatility of exchange rates within the second quarters of 2011 and 2010 and should not be considered indicative of expected future results.

The effective income tax rate for the second quarter of 2011 was 32.4%. The Company anticipates that its effective tax rate for 2011 will be lower than its overall statutory rate of 39%. The effective income tax rate for the second quarter of 2010 was 29.0%.

In December 2009, we received a Notice of Assessment from the Internal Revenue Department of Hong Kong for approximately $17.6 million with respect to the tax years 2004 through 2008. In connection with the assessment, the Company made required payments to the Internal Revenue Department of Hong Kong totaling approximately $7.5 million in the second quarter of 2010. These payments are included in prepaid taxes on our unaudited condensed consolidated balance sheet. We believe we have a sound defense to the proposed adjustment and will continue to firmly oppose the assessment. We believe that the assessment does not impact the level of liabilities for our income tax contingencies. However, actual resolution may differ from our current estimates, and such differences could have a material impact on our future effective tax rate and our results of operations.

Form 10-Q
Page 30

Segments Review

We have three reportable business segments (see Note 7 to the unaudited condensed consolidated financial statements contained herein for additional information): North America, Europe and Asia.

Revenue by segment for the quarter ended July 1, 2011 compared to the quarter ended July 2, 2010 is as follows (dollars in millions):

	For the Quarter Ended
	July 1,		July 2,
	2011		2010		% Change
North America	$	106.1	$	92.0		15.4	%
Europe		91.7		66.8		37.4
Asia		42.3		30.2		40.0
	$	240.1	$	189.0		27.1

Operating income/(loss) by segment and as a percentage of revenue for the quarters ended July 1, 2011 and July 2, 2010 are included in the table below (dollars in millions). Segment operating income/(loss) is presented as a percentage of its respective segment revenue. Unallocated Corporate expenses are presented as a percentage of total revenue. Europe includes an impairment charge of $0.7 million in the quarter ended July 1, 2011. North America and Europe include impairment charges of $8.1 million and $5.1 million, respectively, in the quarter ended July 2, 2010. Additionally, North America includes a gain of $1.5 million related to the termination of a licensing agreement in the quarter ended July 2, 2010.

	For the Quarter Ended
	July 1,					July 2,
	2011					2010
North America	$	8.1		7.7	%	$	2.9		3.2	%
Europe		(6.2	)	(6.8	)		(11.8	)	(17.7	)
Asia		1.5		3.6			2.6		8.7
Unallocated Corporate		(34.3	)	(14.3	)		(27.0	)	(14.3	)
	$	(30.9	)	(12.9	)	$	(33.3	)	(17.6	)

North America

North America revenues were $106.1 million in the second quarter of 2011, an increase of 15.4% as compared to the same period in 2010. The results reflect solid growth from our Timberland^® and Timberland PRO^® footwear, as well as SmartWool^® accessories. Within North America, revenue from our retail business grew 19.3%, driven by a 20.2% increase in comparable store sales, and a 32.0% increase in e-commerce sales. We had 67 stores at July 1, 2011 compared to 66 stores at July 2, 2010.

Operating income for our North America segment was $8.1 million, compared to $2.9 million for the second quarter of 2010. A 9.7% decrease in operating expenses was due primarily to a decrease in impairment charges of $8.1 million partially offset by increased investments in marketing and retail expansion and the impact in 2010 of a $1.5 million gain associated with the termination of a licensing agreement. Gross profit improved slightly in the second quarter of 2011 compared to the second quarter of 2010, as the benefit of increased volume offset the impact of a rate decline resulting from higher product costs and an increase in provisions for sales returns and allowances.

Europe

Europe recorded revenues of $91.7 million in the second quarter of 2011, a 37.4% increase from the second quarter of 2010, and an increase of 24.6% on a constant dollar basis. Europe recorded double-digit growth in the wholesale channel across

Form 10-Q
Page 31

each of its major markets, as well as strong growth across its retail stores. Sales through both the wholesale and retail channels reflect strong growth in men’s footwear, as well as in apparel sales. Retail growth of 27.1% was driven by comparable store sales growth of 9.4% coupled with retail expansion resulting in the net addition of 4 stores, as well as favorable foreign exchange impacts. We had 67 stores at July 1, 2011 compared to 63 stores at July 2, 2010.

Timberland’s European segment recorded an operating loss of $6.2 million in the second quarter of 2011, compared to an operating loss of $11.8 million in the second quarter of 2010. The improvement was driven by increased gross profit resulting from volume and foreign exchange benefits partially offset by higher product costs and unfavorable mix impacts. This improvement was partially offset by an 18.9% increase in operating expenses, as a lower impairment charge in 2011 as compared to 2010 was more than offset by incremental marketing costs, investments in retail expansion, higher variable costs on increased volume and an unfavorable impact from foreign exchange rates.

Asia

In Asia, revenues increased 40.0%, or 28.1% in constant dollars, to $42.3 million in the second quarter of 2011 driven by double-digit growth in each of our major markets, resulting in part from the impact of new retail stores. Footwear sales drove growth in our wholesale channel, while apparel drove the growth in our retail stores. Retail revenues were up 28.7%, reflecting strong comparable store sales, the net addition of eleven new stores, and favorable foreign exchange rate impacts. Comparable store sales grew 12.4%, and we added eleven new stores year over year. We had 106 stores at July 1, 2011 compared to 95 stores at July 2, 2010.

We had operating income in our Asia segment of $1.5 million for the second quarter of 2011, compared to operating income of $2.6 million for the second quarter of 2010. These results reflect an improvement in gross profit as the impacts of higher volume and favorable foreign exchange rates were partially offset by higher product costs and unfavorable close-out and sales returns and allowance trends. This improvement was more than offset by an increase in operating expense of 40.3% due to investments in retail expansion, higher variable costs on increased volume, incremental marketing costs and an unfavorable impact from foreign exchange rates.

Corporate Unallocated

Our Unallocated Corporate expenses, which include central support and administrative costs not allocated to our business segments, increased 27.2% to $34.3 million, which reflects higher incentive compensation costs, legal expenses associated with the proposed acquisition of the Company by V.F. Corporation, planned investments in brand marketing, incremental costs related to business system transformation initiatives, and unfavorability in certain supply chain costs which are not allocated to our reported segments.

Results of Operations for the Six Months Ended July 1, 2011 as Compared to the Six Months Ended July 2, 2010

Revenue

In the first six months of 2011, our consolidated revenues grew 16.4% to $589.1 million, reflecting growth across North America, Europe and Asia and favorable foreign exchange rate impacts. Nearly every market in Europe and Asia delivered top-line growth for the first six months of 2011 compared to the prior year period. We recorded double-digit growth in Germany, Italy, Scandinavia, France and Spain, as well as strong growth in the UK and the Benelux region. Double-digit revenue growth in Japan, Hong Kong, Taiwan and China in the first six months of 2011 drove the favorable year over year improvement in Asia. On a constant dollar basis, consolidated revenues increased 12.9%.

Products

By product group, our footwear revenues increased 16.7% to $416.8 million as compared to the prior year and apparel and accessories revenues grew 16.3% to $160.3 million. Growth in footwear revenues was driven primarily by improved wholesale revenue in Europe and North America and benefits from foreign exchange rates. Footwear revenue growth in North America was driven by double-digit growth in our men’s footwear and Timberland PRO^® lines, partially offset by declines in other footwear. The improvement in apparel and accessories revenues compared to the prior year reflects revenue growth in Asia, Europe and North America related to sales of apparel and accessories in our own stores and in

Form 10-Q
Page 32

Europe through our wholesale partners. Royalty and other revenue increased 8.1% to $12.0 million compared to the prior year period.

Channels

Wholesale revenue was $403.1 million in the first six months of 2011, a 15.4% increase compared to the first six months of 2010, driven by double-digit growth across all regions and favorable foreign exchange rate impacts. Retail revenues grew 18.8% to $186.0 million in the first six months of 2011, driven by strong comparable store sales growth, the net addition of 16 stores and favorable foreign exchange rate impacts.

Comparable store sales were up 10.9% compared to the first six months of 2010, with growth in both our specialty and outlet stores across North America and Asia and our outlet stores in Europe. Comparable store sales include revenues from Company-operated stores for which all of the following requirements have been met: the store has been open at least one year, square footage has not changed by more than 25% within the past year, and the store has not been permanently repositioned within the past year. Sales for stores that are closed for renovation or relocation are excluded from the comparable store calculation until such stores are reopened. Prior year foreign exchange rates are applied to both current year and prior year comparable store sales to achieve a consistent basis for comparison.

Gross Profit

Gross profit as a percentage of sales, or gross margin, was 47.0% for the first six months of 2011, a 270 basis point decline compared to the first six months of 2010. Gross margin decline for the first half of the year was driven by higher product costs associated with leather, transportation and labor costs, partially offset by favorable foreign exchange rate impacts. The Company expects these input costs to continue to adversely impact gross margin through 2011, although price increases are expected to help mitigate the impact of these costs in the second half of 2011.

Operating Expense

Operating expense for the first six months of 2011 was $280.1 million, an increase of $34.7 million, or 14.2%, when compared to the first six months of 2010. The increase in operating expense was driven by an increase in selling expense of $31.9 million and in general and administrative expense of $12.3 million, partially offset by a decrease in impairment charges related to goodwill and intangible assets of $12.5 million. Additionally, results for the first six months of 2010 included a $3.0 million gain related to the termination of licensing agreements. Foreign exchange rate changes increased operating expense by $10.1 million in the first six months of 2011.

Selling expense was $210.7 million in the first six months of 2011, an increase of 17.9% over the same period in 2010. Selling expense reflects planned investments in marketing, advertising and retail expansion, variable costs associated with strong revenue growth and higher compensation costs. Selling expense as a percent of revenue was 35.8% in the first six months of 2011 compared to 35.3% in the first six months of 2010.

We include the costs of physically managing inventory (warehousing and handling costs) in selling expense. These costs totaled $17.1 million and $15.4 million in the first six months of 2011 and 2010, respectively.

In the first six months of 2011 and 2010, we recorded $1.2 million and $1.1 million, respectively, of reimbursed shipping expenses within revenues and the related shipping costs within selling expense. Shipping costs are included in selling expense and were $9.5 million and $8.0 million for the six months ended July 1, 2011 and July 2, 2010, respectively.

Advertising expense, which is included in selling expense, was $14.8 million and $9.3 million in the first six months of 2011 and 2010, respectively. The increase was driven by a planned investment in out of home, Internet and digital media, television and print campaigns. Advertising expense includes co-op advertising costs, consumer-facing advertising costs such as print, television and Internet campaigns, production costs including agency fees, and catalog costs.

General and administrative expense for the first six months of 2011 was $68.7 million, an increase of 21.9% compared to the $56.3 million reported in the first six months of 2010, driven by increases in incentive compensation and other employee related costs of $8.7 million, incremental costs of $2.2 million related to business system transformation initiatives and $1.8 million in costs associated with the proposed acquisition of the Company by V.F. Corporation. General and administrative expense as a percent of revenue was 11.7% in the first six months of 2011 compared to 11.1% in the first six months of 2010.

Form 10-Q
Page 33

Total operating expense in the first six months of 2011 also includes an impairment charge of $0.7 million related to an intangible asset. Total operating expense in the first six months of 2010 includes an impairment charge of $7.8 million related to certain intangible assets, an impairment charge of $5.4 million related to goodwill, and a gain of $3.0 million associated with the termination of licensing agreements.

Operating Income/(Loss)

We recorded an operating loss of $3.0 million in the first six months of 2011, compared to operating income of $6.1 million in the prior year period as an increase in gross profit on higher volume was offset by increased operating expense resulting primarily from higher variable selling costs, and investments in marketing and retail expansion. Operating loss in the first six months of 2011 includes an impairment charge of $0.7 million related to an intangible asset. Operating income in the first six months of 2010 included a goodwill and intangible asset impairment charge of $13.2 million and gains on termination of licensing agreements of $3.0 million.

Other Income/(Expense) and Taxes

Interest income was $0.3 million and $0.2 million in the first six months of 2011 and 2010, respectively. Interest expense, which is comprised of fees related to the establishment and maintenance of our revolving credit facility and bank guarantees, and interest paid on short-term borrowings, was $0.3 million in each of the first six months of 2011 and 2010.

Other, net, included foreign exchange gains of $2.7 million and $0.5 million in the first six months of 2011 and 2010, respectively, resulting from changes in the fair value of financial derivatives, specifically forward contracts not designated as cash flow hedges, and the currency gains and losses incurred on the settlement of local currency denominated receivables and payables. These results were driven by the volatility of exchange rates within the first six months of 2011 and 2010 and should not be considered indicative of expected future results.

During the first six months of 2011, the Company recorded a charge of approximately $2.2 million to income tax expense related to certain prior year matters. The Company anticipates that its effective tax rate for 2011 will be lower than its overall statutory rate of 39%. This rate may vary if actual results differ from our current estimates, or there are changes in our liability for uncertain tax positions. The effective income tax rate for the first six months of 2010 was 62.7%.

In December 2009, we received a Notice of Assessment from the Internal Revenue Department of Hong Kong for approximately $17.6 million with respect to the tax years 2004 through 2008. In connection with the assessment, the Company made required payments to the Internal Revenue Department of Hong Kong totaling approximately $8.4 million in the first six months of 2010. These payments are included in prepaid taxes on our unaudited condensed consolidated balance sheet. We believe we have a sound defense to the proposed adjustment and will continue to firmly oppose the assessment. We believe that the assessment does not impact the level of liabilities for our income tax contingencies. However, actual resolution may differ from our current estimates, and such differences could have a material impact on our future effective tax rate and our results of operations.

Form 10-Q
Page 34

Segments Review

Revenue by segment for the six months ended July 1, 2011 compared to the six months ended July 2, 2010 is as follows (dollars in millions):

	For the Six Months Ended
	July 1,		July 2,
	2011		2010		% Change
North America	$	238.1	$	213.9		11.3	%
Europe		257.4		218.4		17.9
Asia		93.6		73.7		26.9
	$	589.1	$	506.0		16.4

Operating income/(loss) by segment and as a percentage of revenue for the six months ended July 1, 2011 and July 2, 2010 are included in the table below (dollars in millions). Segment operating income is presented as a percentage of its respective segment revenue. Unallocated Corporate expenses are presented as a percentage of total revenue. North America includes impairment charges of $8.1 million and a gain related to the termination of licensing agreements of $3.0 million in the six months ended July 2, 2010. Europe includes impairment charges of $0.7 million and $5.1 million in the six months ended July 1, 2011 and July 2, 2010, respectively.

	For the Six Months Ended
	July 1,			July 2,
	2011			2010
North America	$	29.4			12.4	%	$	24.6		11.5	%
Europe		22.7			8.8			25.4		11.7
Asia		9.8			10.4			9.5		12.8
Unallocated Corporate		(64.9	)		(11.0	)		(53.4	)	(10.6	)
	$	(3.0	)		(0.5	)	$	6.1		1.2

North America

North America revenues were $238.1 million in the first six months of 2011, an increase of 11.3% as compared to the same period in 2010. We recorded double-digit growth from our Timberland^® men’s and women’s footwear and Timberland PRO^® footwear lines, as well as solid growth from SmartWool^® accessories. Within North America, our retail business grew 13.3%, driven by comparable store sales growth in our outlet stores and a 38.4% increase in our e-commerce business.

Operating income for our North America segment was $29.4 million, compared to $24.6 million for the first six months of 2010. Gross profit improved by 3.6% as the benefits of higher volume and favorable mix were partially offset by a gross margin rate decline driven by increased product costs and higher provisions for sales returns and allowances. Operating expenses decreased 1.8% as increased investments in marketing, retail expansion, higher volume related costs and the impact in 2010 of a $3.0 million gain associated with the termination of a licensing agreement were offset by the absence of goodwill and intangible asset impairment charges in 2011 as compared to 2010.

Europe

Europe recorded revenues of $257.4 million in the first six months of 2011, a 17.9% increase from the first six months of 2010, and an increase of 13.3% on a constant dollar basis. Europe recorded strong growth across its major markets, in particular Germany, Italy, Scandinavia and France, as well as its distributor markets. Both wholesale and retail channels showed double-digit growth in men’s and women’s footwear as well as in apparel and accessories. Retail growth of 16.9% was driven by comparable store sales growth of 5.1%, the net addition of 4 stores and favorable foreign exchange rate impacts.

Timberland’s European segment recorded operating income of $22.7 million in the first six months of 2011, compared to operating income of $25.4 million in the first six months of 2010, as a 9.0% increase in gross profit was offset by a 14.8% increase in operating expenses. Gross profit improvement was driven by volume and favorable foreign exchange impacts, partially offset by a gross margin decline resulting from higher product costs and unfavorable mix impacts. Operating expense increases were the result of the impact of foreign exchange rate changes, higher advertising spending, retail expansion, and higher variable selling costs on increased volume, partially offset by a decrease in impairment charges.

Asia

In Asia, revenues increased 26.9%, or 17.4% in constant dollars, to $93.6 million in the first six months of 2011 due to double-digit growth in both wholesale and retail channels and favorable foreign exchange rate impacts. Men’s footwear, along with a strong apparel product offering, drove growth in both channels. Retail revenues were up 29.4%, driven by

Form 10-Q
Page 35

comparable store sales growth of 13.8%, the addition of 11 stores, and favorable foreign exchange rate impacts.

We had operating income in our Asia segment of $9.8 million for the first six months of 2011, compared to operating income of $9.5 million for the first six months of 2010, as an improvement in gross profit was partially offset by an increase of 32.6% in operating expenses. Gross profit improvement was driven by volume and favorable foreign exchange impacts, partially offset by higher product costs. Operating expense rose as the result of higher selling related costs on increased volume, retail expansion, rent costs, and increased marketing spending.

Corporate Unallocated

Our Unallocated Corporate expenses, which include central support and administrative costs not allocated to our business segments, increased 21.5% to $64.9 million in the first six months of 2011, which reflects higher incentive compensation costs, incremental costs related to business system transformation initiatives, legal expenses associated with the proposed acquisition of the Company by V.F. Corporation, planned investments in brand marketing, and favorability in certain supply chain costs which are not allocated to our reported segments.

     Reconciliation of Total Company, Europe and Asia Revenue Changes To Constant Dollar Revenue Changes

Total Company Revenue Reconciliation:

	For the Quarter					For the Six Months
	Ended July 1, 2011					Ended July 1, 2011
	$ Millions Change		% Change			$ Millions Change		% Change
Revenue increase (GAAP)	$	51.2		27.1	%	$	83.1		16.4	%
Increase due to foreign exchange rate changes		12.4		6.5	%		17.5		3.5	%
Revenue increase in constant dollars	$	38.8		20.6	%	$	65.6		12.9	%

Europe Revenue Reconciliation:

	For the Quarter					For the Six Months
	Ended July 1, 2011					Ended July 1, 2011
	$ Millions Change		% Change			$ Millions Change		% Change
Revenue increase (GAAP)	$	25.0		37.4	%	$	39.0		17.9	%
Increase due to foreign exchange rate changes		8.5		12.8	%		9.9		4.6	%
Revenue increase in constant dollars	$	16.5		24.6	%	$	29.1		13.3	%

Asia Revenue Reconciliation:

	For the Quarter					For the Six Months
	Ended July 1, 2011					Ended July 1, 2011
	$ Millions Change		% Change			$ Millions Change		% Change
Revenue increase (GAAP)	$	12.1		40.0	%	$	19.8		26.9	%
Increase due to foreign exchange rate changes		3.6		11.9	%		7.0		9.5	%
Revenue increase in constant dollars	$	8.5		28.1	%	$	12.8		17.4	%

Form 10-Q
Page 36

The difference between changes in reported revenue (the most comparable GAAP measure) and constant dollar revenue changes is the impact of foreign currency exchange rates. We calculate constant dollar revenue changes by recalculating current year revenue using the prior year’s exchange rates and comparing it to the prior year revenue reported on a GAAP basis. We provide constant dollar revenue changes for Total Company, Europe and Asia results because we use the measure to understand the underlying results and trends of the business segments excluding the impact of exchange rate changes that are not under management’s direct control. We have a foreign exchange rate risk management program intended to minimize both the positive and negative effects of currency fluctuations on our reported consolidated results of operations, financial position and cash flows. The actions taken by us to mitigate foreign exchange risk are reflected in cost of goods sold and other, net.

Accounts Receivable and Inventory

Accounts receivable were $116.7 million at July 1, 2011, compared with $188.3 million as of December 31, 2010 and $86.8 million as of July 2, 2010. Days sales outstanding were 43 days as of July 1, 2011, compared with 35 days as of December 31, 2010 and 41 days as of July 2, 2010. Wholesale days sales outstanding were 58 days for the second quarter of 2011, 44 days at December 31, 2010 and 55 days for the second quarter of 2010. The increase in days sales outstanding is primarily attributable to the timing of sales within the quarter.

Inventory was $251.7 million as of July 1, 2011, compared with $180.1 million at December 31, 2010 and $177.2 million as of July 2, 2010. The increase of 42.0% is the result of expected growth for the business in 2011, increased product costs, and the purchase of product in advance of potential factory capacity constraints.

Liquidity and Capital Resources

Net cash used by operations for the first half of 2011 was $20.2 million, compared with cash provided by operations of $1.0 million for the first half of 2010, reflecting a net loss for the first six months of 2011 and an increased investment in operating assets and liabilities. Overall, in 2011 we invested $44.2 million in operating assets and liabilities compared to an investment of $27.7 million in the first six months of 2010, reflecting higher inventory investment and related accounts payable to support our expected growth.

Net cash used for investing activities was $19.7 million in the first half of 2011, compared with $7.4 million in the first half of 2010. Capital spending totaled $19.2 million in the first half of 2011 compared to $7.3 million in the first half of 2010. The increase was driven by capital spending associated with our multi-year business systems transformation initiative, as well as sourcing, logistics and retail related investments.

Net cash used by financing activities was $0.5 million in the first half of 2011, compared with $41.8 million in the first half of 2010. Cash flows used for financing activities reflect share repurchases of $40.9 million in the first six months of 2011, compared with $44.2 million in the first six months of 2010. We received cash inflows of $36.5 million in the first half of 2011 from the exercise of employee stock options, compared with $2.4 million from such exercises in the first half of 2010.

We are exposed to the credit risk of those parties with which we do business, including counterparties on our derivative contracts and our customers. Derivative instruments expose us to credit and market risk. The market risk associated with these instruments resulting from currency exchange rate movements is expected to offset the market risk of the underlying transactions being hedged. We do not believe there is a significant risk of loss in the event of non-performance by the counterparties associated with these instruments because these transactions are executed with a group of major financial institutions and have varying maturities through January 2013. As a matter of policy, we enter into these contracts only with counterparties having a minimum investment-grade or better credit rating. Credit risk is managed through the continuous monitoring of exposures to such counterparties.

Additionally, consumer spending continues to be affected by the current macro-economic environment. Continued deterioration, or lack of improvement, in the markets and economic conditions generally could adversely impact our customers and their ability to access credit.

We may utilize our committed and uncommitted lines of credit to fund our seasonal working capital needs. We have not experienced any restrictions on the availability of these lines and the adverse capital and credit market conditions are not

Form 10-Q
Page 37

expected to significantly affect our ability to meet our liquidity needs.

On April 26, 2011, we entered into an amended and restated unsecured revolving credit facility with a group of banks which matures on April 26, 2016 (the “Agreement”). The Agreement provides for $200 million of committed borrowings, of which up to $125 million may be used for letters of credit. Any letters of credit outstanding under the Agreement ($1.6 million at July 1, 2011) reduce the amount available for borrowing under the Agreement. Upon approval of the bank group, we may increase the committed borrowing limit by $100 million for a total commitment of $300 million. This facility may be used for working capital, share repurchases, acquisitions and other general corporate purposes. Under the terms of the Agreement, we may borrow at interest rates based on Eurodollar rates (approximately 0.2% at July 1, 2011), plus an applicable margin based on a fixed-charge coverage grid of between 87.5 and 175 basis points that is adjusted quarterly. As of July 1, 2011, the applicable margin under the facility was 127.5 basis points. We also pay a commitment fee of 12.5 to 25 basis points per annum on the total commitment, based on a fixed-charge coverage grid that is adjusted quarterly. As of July 1, 2011, the commitment fee was 22.5 basis points. The primary financial covenants relate to maintaining a minimum fixed-charge coverage ratio of 2.25:1 and a maximum leverage ratio of 2:1. The Agreement also contains certain customary affirmative and negative covenants. We measure compliance with the financial and non-financial covenants and ratios as required by the terms of the Agreement on a fiscal quarter basis, and were in compliance for the quarter ended July 1, 2011.

We have uncommitted lines of credit available from certain banks which totaled $30 million at July 1, 2011. Any borrowings under these lines would be at prevailing money market rates. Further, we have an uncommitted letter of credit facility of $80 million to support inventory purchases. These arrangements may be terminated at any time at the option of the banks or at our option.

We had no borrowings outstanding under any of our credit facilities during, or as of, the quarters ended July 1, 2011 and July 2, 2010.

Management believes that our operating costs, capital requirements and funding for our share repurchase program for the balance of 2011 will be funded through our current cash balances, our credit facilities and cash from operations, without the need for additional financing. We are undertaking a multi-year Business Transformation Initiative pursuant to which we will develop and implement an ERP system to better support our business model and further streamline our operations. It is the Company’s intent to finance these costs with cash from operations, without the need for additional financing. However, as discussed in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” on page 2 of this Quarterly Report on Form 10-Q and in Part II, Item 1A, Risk Factors, of this Quarterly Report on Form 10-Q, several risks and uncertainties could require that the Company raise additional capital through equity and/or debt financing. From time to time, the Company considers acquisition opportunities which, if pursued, could also result in the need for additional financing. However, if the need arises, our ability to obtain any additional financing will depend upon prevailing market conditions, our financial condition and the terms and conditions of such financing.

Off-Balance Sheet Arrangements

Letters of Credit

As of July 1, 2011, December 31, 2010 and July 2, 2010, we had letters of credit outstanding of $22.5 million, $16.5 million and $15.9 million, respectively. These letters of credit were issued principally in support of real estate commitments.

We use funds from operations and unsecured committed and uncommitted lines of credit as the primary sources of financing for our seasonal and other working capital requirements. Our principal risks related to these sources of financing are the impact on our financial condition from economic downturns, a decrease in the demand for our products, increases in the prices of materials and a variety of other factors.

New Accounting Pronouncements

A discussion of new accounting pronouncements, none of which had a material impact on our operations, financial condition or liquidity, is included in Note 1 to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Form 10-Q
Page 38

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of business, our financial position and results of operations are routinely subject to a variety of risks, including market risk associated with interest rate movements on borrowings and investments and currency rate movements on non-U.S. dollar denominated assets, liabilities and cash flows. We regularly assess these risks and have established policies and business practices that should mitigate a portion of the adverse effect of these and other potential exposures.

We utilize cash from operations and U.S. dollar denominated borrowings to fund our working capital and investment needs. Short-term debt, if required, is used to meet working capital requirements and long-term debt, if required, is generally used to finance long-term investments. In addition, we use derivative instruments to manage the impact of foreign currency fluctuations on a portion of our foreign currency transactions. These derivative instruments are viewed as risk management tools and are not used for trading or speculative purposes. Cash balances are invested in high-grade securities with terms of less than three months.

We have available unsecured committed and uncommitted lines of credit as sources of financing for our working capital requirements. Borrowings under these credit agreements bear interest at variable rates based on either lender’s cost of funds, plus an applicable spread, or prevailing money market rates. As of July 1, 2011 and July 2, 2010, we had no short-term or long-term debt outstanding.

Our foreign currency exposure is generated primarily from our European operating subsidiaries and, to a lesser degree, our Asian and Canadian operating subsidiaries. We seek to mitigate the impact of these foreign currency fluctuations through a risk management program that includes the use of derivative financial instruments, primarily foreign currency forward contracts. These derivative instruments are carried at fair value on our balance sheet. The Company has implemented a program that qualifies for hedge accounting treatment to aid in mitigating our foreign currency exposures and decreasing the volatility of our earnings. The foreign currency forward contracts under this program will expire in 18 months or less. Based upon a sensitivity analysis as of July 1, 2011, a 10% change in foreign exchange rates would cause the fair value of our derivative instruments to increase/decrease by approximately $25.5 million, compared to an increase/decrease of $19.4 million at December 31, 2010 and an increase/decrease of $9.4 million at July 2, 2010.

Item 4. CONTROLS AND PROCEDURES

We maintain a system of disclosure controls and procedures which are designed to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed under the federal securities laws is accumulated and communicated to our management on a timely basis to allow decisions regarding required disclosure.

Based on their evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, were effective as of the end of the period covered by this report.

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the quarter ended July 1, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II — OTHER INFORMATION

Item 1. Legal Proceedings

On June 12, 2011, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with V.F. Corporation (“VF”) and VF Enterprises, Inc., a wholly owned subsidiary of VF (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of VF.

Form10-Q
Page 39

Shortly after the Company entered into the Merger Agreement with VF, three putative stockholder class action complaints were filed, on behalf of Timberland’s public stockholders, in the Court of Chancery of the State of Delaware against Timberland, the members of the Timberland Board, VF, and Merger Sub. The complaints generally allege, among other things, that the members of the Timberland Board breached their fiduciary duties owed to Timberland’s public stockholders by causing Timberland to enter into the Merger Agreement, approving the merger, failing to take steps to ascertain and maximize the value of Timberland, failing to conduct a public auction or other market check, and failing to provide Timberland’s public stockholders with the right to vote on whether to approve the merger, and that VF and Merger Sub aided and abetted such breaches of fiduciary duties. In addition, the complaints allege that the Merger Agreement improperly favors VF and unduly restricts Timberland’s ability to negotiate with other potential bidders. The complaints generally seek, among other things, declaratory and injunctive relief concerning the alleged fiduciary breaches, injunctive relief prohibiting defendants from consummating the merger, other forms of equitable relief, and compensatory damages. On June 30, 2011, the three actions described above were consolidated under the caption In re The Timberland Company Shareholder Litigation, C.A. No. 6577-CS. While this litigation is at an early stage, the Company believes that the claims are without merit and intends to defend against the litigation vigorously.

A purported class action, City of Omaha Police and Fire Retirement System, On Behalf of Itself and All Others Similarly Situated v. The Timberland Company and Jeffrey B. Swartz, U.S.D.C., District of New Hampshire, was filed on June 3, 2011 on behalf of persons who purchased the common stock of Timberland between February 17, 2011 and May 4, 2011, seeking remedies under the Securities Exchange Act of 1934. The Complaint alleges false and misleading statements and a scheme to defraud during the class period. While this litigation is at an early stage, the Company believes this lawsuit is without merit and intends to defend against the litigation vigorously.

Item 1A. RISK FACTORS

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in the section entitled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2010, and Part II, Item 1A of any Quarterly Report on Form 10-Q filed subsequent to our Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. The risks described in this Quarterly Report on Form 10-Q, in our Annual Report on Form 10-K, and in any Quarterly Report on Form 10-Q filed subsequent to our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

The risk factor described below is in addition to those risk factors referenced above:

Our business could be adversely impacted as a result of uncertainty related to the proposed Merger with V.F. Corporation and significant costs, expenses and fees.

The proposed Merger could cause disruptions to our business or business relationships, which could have an adverse impact on our financial condition, results of operations and cash flows. For example:

•the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, including a termination under circumstances that could require us to pay the Termination Fee;

•the failure to obtain, delays in obtaining or adverse conditions contained in any required regulatory or other approvals in connection with the Merger;

•the failure to close or delay in consummating the Merger for any other reason;

•risks that the proposed Merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the Merger;

•the outcome of any legal proceedings that have been or may be instituted against Timberland and/or others relating to the Merger Agreement, including the litigation disclosed above under Part II - Item 1, Legal Proceedings;

•the diversion of our management’s attention from our ongoing business concerns;

•the effect of the announcement, pendency, termination or anticipated consummation of the Merger on our stock price, business relationships, operating results and business generally; and

•the amount of the costs, fees, expenses and charges related to the Merger.

Form10-Q
Page 40

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES(1)

For the Three Fiscal Months Ended July 1, 2011

					Total Number		Maximum Number
					of Shares		of Shares
					Purchased as Part		That May Yet
	Total Number				of Publicly		Be Purchased
	of Shares		Average Price		Announced		Under the Plans
Period*	Purchased **		Paid per Share		Plans or Programs		or Programs
April 2 – April 29		-	$	-		-		2,897,437
April 30 – May 27 (a)		1,202,101		33.30		1,202,101		6,695,336
May 28 – July 1		-		-		-		6,695,336
Q2 Total		1,202,101	$	33.30		1,202,101

Footnote (1)

			Approved
	Announcement		Program		Expiration
	Date		Size (Shares)		Date
Program 1		12/09/2009		6,000,000	None
Program 2 (a)		06/01/2011		5,000,000	None

No existing programs expired or were terminated during the period. See Note 12 to our unaudited condensed consolidated financial statements in this Form 10-Q for additional information.

*	Fiscal month
**	Based on trade date — not settlement date

Form10-Q
Page 41

Item 6. EXHIBITS

Exhibit 10.1 —	Third Amended and Restated Revolving Credit Agreement dated as of April 26, 2011 among The Timberland Company, certain lenders listed therein and Bank of America, N.A. as a lender and as administrative agent, filed herewith.
Exhibit 31.1 —	Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
Exhibit 31.2 —	Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
Exhibit 32.1 —	Chief Executive Officer Certification Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith.
Exhibit 32.2 —	Chief Financial Officer Certification Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith.
Exhibit 101.INS	— XBRL Instance Document
Exhibit 101.SCH	— XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL	— XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF	— XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB	— XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE	— XBRL Taxonomy Extension Presentation Linkbase Document

Form10-Q
Page 42

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	THE TIMBERLAND COMPANY (Registrant)
Date: August 4, 2011	By:	/s/ JEFFREY B. SWARTZ
		Jeffrey B. Swartz
		Chief Executive Officer
Date: August 4, 2011	By:	/s/ CARRIE W. TEFFNER
		Carrie W. Teffner
		Chief Financial Officer

Form10-Q
Page 43

EXHIBIT INDEX

Exhibit	Description
Exhibit 10.1	Third Amended and Restated Revolving Credit Agreement dated as of April 26, 2011 among The Timberland Company, certain lenders listed therein and Bank of America, N.A. as a lender and as administrative agent, filed herewith.
Exhibit 31.1	Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
Exhibit 31.2	Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
Exhibit 32.1	Chief Executive Officer Certification Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith.
Exhibit 32.2	Chief Financial Officer Certification Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith.
Exhibit 101.INS	XBRL Instance Document
Exhibit 101.SCH	XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB	XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

EX-10.1

Exhibit 10.1

EXECUTION COPY

Published CUSIP Number: 88710GAA8

THIRD AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

Dated as of April 26, 2011

among

THE TIMBERLAND COMPANY

THE LENDERS LISTED ON SCHEDULE 1 HERETO

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

with

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Lead Arranger and Sole Book Manager

and

JPMORGAN CHASE BANK, N.A., as Syndication Agent

and

WELLS FARGO BANK, N.A.,

U.S. BANK NATIONAL ASSOCIATION, and

HSBC BANK USA, NATIONAL ASSOCIATION, as Co-Documentation Agents

TABLE OF CONTENTS

	Page
1. DEFINITIONS AND RULES OF INTERPRETATION		1
1.1. Definitions		1
1.2. Rules of Interpretation		22
1.3. Additional Alternative Currencies		24
1.4. Change of Currency		24
1.5. Exchange Rates; Currency Equivalents		25
1.6. Times of Day		25
1.7. Letter of Credit Amounts		25
1.8. Changes in GAAP		25
2. THE REVOLVING CREDIT FACILITY		26
2.1. Commitment to Lend		26
2.2. Facility Fee		26
2.3. Change of Total Commitment		26
2.4. Loan Account		27
2.5. Interest on Revolving Credit Loans		27
2.6. Requests for Revolving Credit Loans		28
2.7. Conversion Options		28
2.8. Funds for Revolving Credit Loans		30
2.9. Failure to Satisfy Conditions Precedent		31
2.10. Funding Source		31
2.11. Optional Prepayments		31
2.12. Mandatory Repayments		32
2.13. Defaulting Lenders		32
2.14. Cash Collateral		34
3. THE SWING LINE		35
3.1. The Swing Line		35
3.2. Borrowing Procedures		36
3.3. Refinancing of Swing Line Loans		37
3.4. Repayment of Participations		38
3.5. Interest for Account of Swing Line Lender		38
3.6. Payments Directly to Swing Line Lender		38
4. LETTERS OF CREDIT		38
4.1. Letter of Credit Commitments		38
4.2. Drawings and Reimbursements; Funding of Participations		42
4.3. Repayment of Participations		44
4.4. Obligations Absolute		45
4.5. Reliance by Issuer		46
4.6. Letter of Credit Fees		46
4.7. Letters of Credit Issued for Subsidiaries		47
4.8. Conflict with Issuer Documents		47

i

TABLE OF CONTENTS
(continued)

	Page
4.9. Role of Fronting Bank		47
5. CERTAIN GENERAL PROVISIONS		48
5.1. Closing Fees		48
5.2. Administrative Agency Fee		48
5.3. Funds for Payments		48
5.4. Computations		52
5.5. Inability to Determine Eurodollar Rate		52
5.6. Illegality		52
5.7. Increased Costs; Mitigation Obligations		53
5.8. Indemnity		55
5.9. Interest After Default		55
5.10. Replacement of Lenders		55
6. REPRESENTATIONS AND WARRANTIES		56
6.1. Corporate Authority		56
6.2. Governmental Approvals; Other Consents		57
6.3. Financial Statements		57
6.4. No Material Adverse Changes, etc		57
6.5. Franchises, Patents, Copyrights, etc		57
6.6. Litigation		57
6.7. Compliance with Other Instruments, Laws, etc		58
6.8. Tax Status		58
6.9. No Event of Default		58
6.10. Holding Company and Investment Company Acts; Margin Regulations		58
6.11. ERISA Compliance		58
6.12. Environmental Compliance		59
6.13. Subsidiaries, etc		60
6.14. Disclosure		60
6.15. Foreign Assets Control Regulations, Etc		60
7. AFFIRMATIVE COVENANTS		60
7.1. Punctual Payment		60
7.2. Records and Accounts		60
7.3. Financial Statements, Certificates and Information		61
7.4. Notices		63
7.5. Legal Existence; Maintenance of Properties		63
7.6. Insurance		63
7.7. Taxes		63
7.8. Inspection of Properties and Books, etc		64
7.9. Compliance with Laws, Contracts, Licenses, and Permits		64
7.10. Use of Proceeds and Margin Stock		64
7.11. Further Assurances		65

ii

TABLE OF CONTENTS
(continued)

	Page
7.12. Pari Passu		65
8. CERTAIN NEGATIVE COVENANTS		65
8.1. Restrictions on Indebtedness		65
8.2. Restrictions on Liens		66
8.3. Restrictions on Investments		67
8.4. Restricted Payments		68
8.5. Merger, Consolidation, Disposition of Assets, and Fundamental Changes		68
8.6. Derivative Transactions		70
8.7. Business Activities		70
8.8. Fiscal Year		70
8.9. Transactions with Affiliates		70
9. FINANCIAL COVENANTS		71
9.1. Fixed Charge Coverage Ratio		71
9.2. Leverage Ratio		71
10. CLOSING CONDITIONS		71
10.1. Loan Documents		71
10.2. Certified Copies of Governing Documents		71
10.3. Corporate or Other Action		71
10.4. Incumbency Certificate		71
10.5. Compliance Certificate		72
10.6. Opinion of Counsel		72
10.7. Repayment of Loans and Fees under Existing Credit Agreement		72
10.8. Payment of Fees		72
11. CONDITIONS TO ALL BORROWINGS		72
11.1. Representations True; No Event of Default		72
11.2. No Legal Impediment		73
11.3. Proceedings and Documents		73
11.4. Alternative Currency		73
12. EVENTS OF DEFAULT; ACCELERATION; ETC		73
12.1. Events of Default and Acceleration		73
12.2. Termination of Commitments		75
12.3. Remedies		75
13. THE ADMINISTRATIVE AGENT		76
13.1. Appointment and Authority		76
13.2. Rights as a Lender		76
13.3. Exculpatory Provisions		76
13.4. Reliance by Administrative Agent		77
13.5. Delegation of Duties		77

iii

TABLE OF CONTENTS
(continued)

	Page
13.6. Payments		78
13.7. Purchasers of Letter of Credit Participations		78
13.8. Indemnity		78
13.9. Non-Reliance on Administrative Agent and Other Lenders		78
13.10. Resignation of Administrative Agent		79
13.11. Administrative Agent May File Proofs of Claim		80
13.12. Notification of Defaults and Events of Default		80
13.13. No Other Duties, Etc		81
14. ASSIGNMENT AND PARTICIPATION		81
14.1. Conditions to Assignment Generally		81
14.2. Assignments by Lenders		81
14.3. Register		83
14.4. Participations		84
14.5. Limitations upon Participant Rights		84
14.6. Certain Pledges		84
14.7. Electronic Execution of Assignments		84
14.8. Special Purpose Funding Vehicles		85
14.9. Resignation as Fronting Bank or Swing Line Lender after Assignment		85
15. PROVISIONS OF GENERAL APPLICATIONS		86
15.1. Setoff		86
15.2. Expenses		87
15.3. Indemnification		88
15.4. Treatment of Certain Information; Confidentiality		88
15.5. Survival of Covenants, Etc		89
15.6. Notices		89
15.7. Governing Law		91
15.8. Headings		92
15.9. Counterparts		92
15.10. Entire Agreement, Etc		92
15.11. Waiver of Jury Trial		92
15.12. Consents, Amendments, Waivers, Etc		93
15.13. No Advisory or Fiduciary Responsibility		94
15.14. USA PATRIOT Act Notice		95
15.15. Severability		95
15.16. Payments Set Aside		95
15.17. Existing Credit Agreement Amended and Restated		95

iv

Exhibits

Exhibit A	Form of Loan Request
Exhibit B	Form of Swing Line Loan Request
Exhibit C	Form of Compliance Certificate
Exhibit D	Form of Assignment and Acceptance
Exhibit E	Form of Note

Schedules

Schedule 1	Lenders and Commitments
Schedule 1-A	Existing Letters of Credit
Schedule 6.6	Litigation
Schedule 6.11.4	ERISA Compliance
Schedule 6.13	Existing Subsidiaries
Schedule 8.2	Existing Liens
Schedule 15.6	Administrative Agent’s Office

v

THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

     This THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as of April 26, 2011 by and among THE TIMBERLAND COMPANY (the “Borrower”), a Delaware corporation having its principal place of business at 200 Domain Drive, Stratham, NH 03885, and BANK OF AMERICA, N.A., a national banking association, and the other lending institutions listed on Schedule 1 hereto and BANK OF AMERICA, N.A., as administrative agent for itself and such other lending institutions.

     WHEREAS, the Borrower, certain of the lenders thereto and the Administrative Agent entered into a Second Amended and Restated Revolving Credit Agreement dated as of June 2, 2006 (the “Existing Credit Agreement”);

     WHEREAS, the Lenders and the Administrative Agent have agreed with the Borrower to amend and restate the Existing Credit Agreement;

     NOW, THEREFORE, the Borrower, the Lenders and the Administrative Agent agree that as of the Closing Date (as defined below) the Existing Credit Agreement is amended and restated in its entirety as follows:

1. DEFINITIONS AND RULES OF INTERPRETATION.

     1.1. Definitions. The following terms shall have the meanings set forth in this §1 or elsewhere in the provisions of this Credit Agreement referred to below:

     Adjustment Date. With respect to any quarter, the last Business Day of the month in which the Administrative Agent’s receipt of the Compliance Certificate required to be delivered pursuant to §7.3(c) for such quarter; provided, however, that in the event that the Borrower fails to deliver any Compliance Certificate to the Administrative Agent within the time period set forth in §7.3(c), the Adjustment Date shall be the last Business Day of the month in which such Compliance Certificate was required to be delivered pursuant to §7.3(c).

     Administrative Agent. Bank of America, N.A., acting as administrative agent for the Lenders and each other Person appointed as the successor Administrative Agent in accordance with §13.10.

     Administrative Agency Fee. See §5.2.

     Administrative Agent’s Office. The Administrative Agent’s address and, as appropriate, account as set forth on Schedule 15.6, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

     Administrative Agent’s Special Counsel. Bingham McCutchen LLP or such other counsel as may be approved by the Administrative Agent.

     Administrative Questionnaire. An Administrative Questionnaire in a form supplied by the Administrative Agent.

     Affected Lender. See §5.10.

     Affiliate. Any Person that would be considered to be an affiliate of any other Person under Rule 144(a) of the Rules and Regulations of the Securities and Exchange Commission, as in effect on the date hereof, if such other Person were issuing securities.

     Agent Parties. See §15.6.3.

     Alternative Currency. Each of Euro, Sterling, Yen, Swiss Franc, Hong Kong Dollars, Canadian Dollars, Singapore Dollars, Swedish Krone, Norwegian Krone, Danish Krone, Australian Dollars, New Zealand Dollars, Thai Baht, India Rupee and each other currency (other than Dollars) that is approved in accordance with §1.3.

     Alternative Currency Equivalent. At any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the Fronting Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

     Applicable Margin. For each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”), the Applicable Margin shall be the applicable margin set forth below with respect to the Fixed Charge Coverage Ratio, as determined for the Reference Period of the Borrower and its Subsidiaries ending on the fiscal quarter ended immediately prior to the applicable Rate Adjustment Period.

					Applicable Margin
	Fixed Charge				for Eurodollar Rate			Applicable Margin			Standby Letter of			Documentary Letter
Level	Coverage Ratio	Facility Fee			Loans			for Base Rate Loans			Credit Fee			of Credit Fee
I	Greater than or equal to 7.00		0.125	%		0.875	%		0	%		0.875	%		0.4375	%
II	Greater than or equal to 6.00 but less than 7.00		0.150	%		0.975	%		0	%		0.975	%		0.4875	%
III	Greater than or equal to 5.00 but less than 6.00		0.175	%		1.075	%		0.075	%		1.075	%		0.5375	%
IV	Greater than or equal to 4.00 but less than 5.00		0.200	%		1.175	%		0.175	%		1.175	%		0.5875	%
V	Greater than or equal to 3.00 but less than 4.00		0.225	%		1.275	%		0.275	%		1.275	%		0.6375	%
VI	Less than 3.00		0.250	%		1.750	%		0.750	%		1.750	%		0.8750	%

- 2 -

     Initially, the Applicable Margin shall be set at Level V above until the date immediately preceding the Adjustment Date following the required delivery date of the Compliance Certificate to be delivered for the fiscal quarter ending March 31, 2011. Notwithstanding the foregoing, (a) for the Revolving Credit Loans outstanding, Standby Letter of Credit Fees, Documentary Letter of Credit Fees and the Facility Fee, the Applicable Margin shall be based on the Compliance Certificate for the fiscal quarter most recently ended, and (b) if the Borrower fails to deliver any Compliance Certificate pursuant to §7.3(c) hereof then, for the period commencing on the next Adjustment Date to occur subsequent to such failure through the date immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin set forth in Level VI above.

     Applicable Time. With respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the Fronting Bank, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

     Approved Fund. Any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

     Asset Sale. Any one or series of related transactions, except for sales of inventory in the ordinary course of business consistent with past practices, in which the Borrower or any of its Subsidiaries conveys, sells or otherwise disposes of any of its properties, businesses or assets (including the sale or issuance of capital stock of any Subsidiary other than to the Borrower or any Subsidiary of the Borrower) whether owned on the Closing Date or thereafter acquired.

     Assignee Group. Two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

     Assignment and Acceptance. An assignment and acceptance entered into by the parties to each assignment (with the consent of any party whose consent is required by §14.2) and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form approved by the Administrative Agent.

     Assignment Fee. See §14.2.4.

     Australian Dollar or A$. The lawful currency of Australia.

     Auto-Extension Letter of Credit. See §4.1.2(c)

- 3 -

     Balance Sheet Date. December 31, 2010.

     Bank of America. Bank of America, N.A. and its successors.

     Base Rate. For any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, and (c) the Eurodollar Rate for a one month Interest Period plus 1%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

     Base Rate Loans. Revolving Credit Loans bearing interest calculated by reference to the Base Rate.

     Borrowed Money Indebtedness. Any of (a) the indebtedness of the Borrower and its Subsidiaries, on a consolidated basis, relating to (i) the borrowing of money or the obtaining of credit, including the issuance of notes or bonds, but excluding the outstanding amount of any undrawn documentary letters of credit, (ii) standby letters of credit or banker’s acceptances or similar facilities, (iii) the deferred purchase price of assets (other than trade payables incurred in the ordinary course of business), (iv) in respect of any Synthetic Leases or any Capitalized Leases, and (b) Guarantees of indebtedness of the type referred to in clause (a) of this definition of another Person (provided that inclusion of the same does not result in double counting of indebtedness already included under clause (a)), and any payment guarantees of other obligations of the Borrower’s Subsidiaries (other than with respect to foreign exchange facilities).

     Borrower. As defined in the preamble hereto.

     Borrower Materials. See §7.3.

     Business Day. Any day on which banking institutions in New York, New York, are open for the transaction of banking business and, in the case of Eurodollar Rate Loans, also a day which is a Eurodollar Business Day.

     Canadian Dollar or Can$. The lawful currency of Canada.

     Capitalized Leases. Leases under which the Borrower or any of its Subsidiaries is the lessee or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with GAAP.

     Capital Stock. Any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

- 4 -

     Cash Collateralize. To pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, Fronting Bank or Swing Line Lender (as applicable) and the Lenders, as collateral for the Maximum Drawing Amount and Unpaid Reimbursement Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the Fronting Bank or Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the Fronting Bank or the Swing Line Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

     Change in Law. The occurrence, after the date of this Credit Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law, but if not having the force of law, as based on the Administrative Agent’s reasonable belief that such request, guideline or directive is consistent with prudent practice in the financial services industry at that time) by any Governmental Authority; provided, however, that notwithstanding anything herein to the contrary, any enaction, adoption, implementation, imposition or interpretation after the Closing Date of any requests, guidelines and directions issued or implemented in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and Basel III, shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted, or issued.

     Change of Control. Either (a) an event or series of events by which any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934) (other than Sidney W. Swartz, his heirs or any trusts created by or for any of the foregoing, the Swartz Family Charitable Trust, The Sidney W. Swartz 1982 Family Trust, The Swartz Foundation, The Sidney and Judith Swartz Charitable Remainder Unitrust, and The Swartz Family Investments L.L.C.) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act), directly or indirectly, of fifty one percent (51%) or more of the voting power to elect a majority of the Board of Directors of the Borrower; or (b) during any period of twelve (12) consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower other than by voluntary resignation, death or retirement.

     Closing Date. The first date on which the conditions set forth in §10 have been satisfied.

     Closing Fee. See §5.1.

     Co-Documentation Agents. Wells Fargo Bank, N.A., U.S. Bank National Association and HSBC Bank USA, National Association.

     Code. The Internal Revenue Code of 1986.

- 5 -

     Commitment. With respect to each Lender, the amount set forth on Schedule 1 hereto as the amount of such Lender’s commitment to make Revolving Credit Loans to, and to participate in the issuance, extension, amendment and renewal of Letters of Credit for the account of, the Borrower, as the same may be increased or reduced from time to time pursuant to the terms hereof; or if such commitment is terminated pursuant to the provisions hereof, zero.

     Commitment Percentage. With respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Total Commitment represented by such Lender’s Commitment at such time, subject to adjustment as provided in §2.13. If the commitment(s) of each Lender to make Loans and the obligation of the Fronting Bank to issue Letters of Credit have been terminated pursuant to §12.2 or if the Total Commitment has expired, then the Commitment Percentage of each Lender shall be determined based on the Commitment Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Commitment Percentage of each Lender is set forth opposite the name of such Lender on Schedule 1 or in the Assignment and Acceptance pursuant to which such Lender becomes a party hereto, as applicable.

     Committed Borrowing. A borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to §2.

     Compliance Certificate. See §7.3(c).

     Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower and its Subsidiaries, consolidated in accordance with GAAP.

     Consolidated EBITDA. With respect to any fiscal period, an amount equal to the sum of (a) consolidated earnings (or losses) from the operations of the Borrower and its Subsidiaries for such fiscal period, after all operating expenses and other proper charges but before payment or provision for any income taxes or interest expenses for such fiscal period, plus (b) in each case to the extent deducted in the calculation of consolidated earnings (or loss) from the operations of the Borrower and its Subsidiaries for such fiscal period and without duplication (i) depreciation and amortization for such period, (ii) expenses, not to exceed $15,000,000 in the aggregate, deducted in such period resulting from the issuance of Capital Stock permitted hereunder, provided that such expenses are and will be non-cash items in the period when taken and in all later fiscal periods and (iii) non-cash writedowns of goodwill and other intangibles, such writedowns not to exceed $30,000,000 in the aggregate, all as determined in accordance with GAAP.

     Consolidated Net Income (or Deficit). The consolidated net income (or deficit) of the Borrower and its Subsidiaries, after deduction of all expenses, taxes, and other proper charges, determined in accordance with GAAP.

     Consolidated Rental Expense. All obligations of the Borrower or any of its Subsidiaries under any rental agreements or leases of property, other than (a) obligations that can be terminated by the giving of notice without liability to the Borrower or such Subsidiary in excess

- 6 -

of the liability for rent due as of the date on which such notice is given and under which no penalty or premium is paid as a result of any such termination, and (b) obligations in respect of Capitalized Leases and Synthetic Leases.

     Consolidated Total Assets. All assets of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

     Consolidated Total Funded Debt. With respect to the Borrower and its Subsidiaries, the aggregate amount of Borrowed Money Indebtedness of the Borrower and its Subsidiaries.

     Consolidated Total Interest Expense. For any period, the aggregate amount of interest required to be paid or accrued by the Borrower and its Subsidiaries during such period on all indebtedness of the Borrower and its Subsidiaries outstanding during all or any part of such period in accordance with GAAP (including payments consisting of interest in respect of any Capitalized Lease or any Synthetic Lease).

     Conversion Request. A notice given by the Borrower to the Administrative Agent of the Borrower’s election to convert or continue a Loan in accordance with §2.7.

     Credit Agreement. This Third Amended and Restated Revolving Credit Agreement, including the Schedules and Exhibits hereto, as originally executed, or if this Third Amended and Restated Revolving Credit Agreement is further amended, varied or supplemented from time to time, as so amended, varied or supplemented.

     Danish Krone or DKr. The lawful currency of Denmark.

     Debtor Relief Laws. The Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

     Default. Any event described in §12.1 (other than an event described in §12.1(d)) which would constitute, after the giving of notice or the lapse of time required pursuant to such §12.1, an Event of Default.

     Defaulting Lender. Subject to §2.13(b), any Lender that, as determined by the Administrative Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swing Line Loans, within three Business Days of the date required to be funded by it hereunder, (b) has notified the Borrower, the Administrative Agent or any Lender that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization

- 7 -

or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

     Derivative Transactions. Every obligation of the Borrower or any of its Subsidiaries under any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices.

     Distribution. (a) The declaration or payment by the Borrower of any dividend on or in respect of any shares of any class of Capital Stock of the Borrower, other than dividends payable solely in shares of common stock of the Borrower or stock splits; (b) the purchase (including purchases related to the Borrower’s employee stock purchase plans and stock option plans), redemption, defeasance, retirement or other acquisition by the Borrower of any shares of any class of Capital Stock of the Borrower, directly or indirectly through a Subsidiary of the Borrower or otherwise (including the setting apart of assets for a sinking or other analogous fund to be used for such purpose), other than any such purchase, redemption or acquisition in exchange for shares of common stock of the Borrower; or (c) the return of capital by the Borrower to its shareholders as such.

     Documentary Letter of Credit Fee. See §4.6.

     Dollars or $. Dollars in lawful currency of the United States of America.

     Dollar Equivalent. At any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the Fronting Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

     Domestic Lending Office. Initially, the office of each Lender designated as such in Schedule 1 hereto; thereafter, such other office of such Lender, if any, located within the United States that will be making or maintaining Base Rate Loans.

     Drawdown Date. The date on which any Loan is made or is to be made, and the date on which any Loan is converted or continued in accordance with §2.7.

     EBITDA. With respect to any fiscal period of any Person, an amount equal to the sum of (a) earnings (or loss) from the operations of such Person for such fiscal period, after all operating expenses and other proper charges but before payment or provision for any income taxes or interest expense for such fiscal period, plus (b) in each case to the extent deducted in the calculation of such Person’s earnings (or loss) from the operations for such fiscal period and without duplication, (i) depreciation and amortization for such period, (ii) expenses, not to exceed $15,000,000 in the aggregate, deducted in such period resulting from the issuance of Capital Stock permitted hereunder, provided that such expenses are and will be non-cash items in

- 8 -

the period when taken and in all later fiscal periods and (iii) non-cash writedowns of goodwill and other intangibles, such writedowns not to exceed $30,000,000 in the aggregate, all as determined in accordance with GAAP.

     Eligible Assignee. Any Person that meets the requirements to be an assignee under §§ 14.2.3, 14.2.5 and 14.2.6 (subject to such consents, if any, as may be required under §14.2.3).

     EMU. The economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

     EMU Legislation. The legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

     Environmental Laws. Any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to the environment, the effect of the environment on human health or to emissions, discharges or releases of pollutants, contaminants, Hazardous Substances or wastes into the environment, including without limitation, ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, Hazardous Substances or wastes or the clean-up or other remediation thereof.

     Environmental Liability. Any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any of its Subsidiaries directly or indirectly resulting from or based upon (a) its or their act or omission with respect to violation of any Environmental Law, (b) its or their act or omission with respect to the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Substances, (c) its or their act or omission with respect to exposure to any Hazardous Substances, (d) its or their act or omission with respect to the release or threatened release of any Hazardous Substances into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

     Equity Related Purchase Obligation. Any (a) derivatives or other transactions with any financial institution, commodities or stock exchange or clearinghouse (a “Derivatives Counterparty”) obligating the Borrower or any of its Subsidiaries to make payments to such Derivatives Counterparty as a result of any change in market value of any Capital Stock of the Borrower or such Subsidiary and (b) irrevocable obligations to purchase, redeem, retire or otherwise acquire for value any shares of Capital Stock issued by such Person or any rights measured by the value of such Capital Stock.

     ERISA. The Employee Retirement Income Security Act of 1974.

     ERISA Affiliate. Any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

- 9 -

     ERISA Event. (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

     Euro or EUR. The lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

     Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Administrative Agent in its sole discretion acting in good faith.

     Eurodollar Lending Office. Initially, the office of each Lender designated as such in Schedule 1 hereto; thereafter, such other office of such Lender, if any, that shall be making or maintaining Eurodollar Rate Loans.

     Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent pursuant to the following formula:

Eurodollar Rate	=	Eurodollar Base Rate
		1.00 — Eurodollar Reserve Percentage

Where,

“Eurodollar Base Rate” means, for such Interest Period, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two (2) London Banking Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurodollar Base Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate

- 10 -

amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the commencement of such Interest Period; and

“Eurodollar Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency Liabilities”). The Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

     Eurodollar Rate Loans. Revolving Credit Loans bearing interest calculated by reference to the Eurodollar Rate.

     Event of Default. See §12.1.

     Excluded Taxes. With respect to the Administrative Agent, any Lender, the Fronting Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (i) of §5.3.4(b), and (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under §5.10), any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (ii) of §5.3.4(b), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to §5.3.3(a)(ii) or §5.3.3(c).

     Executive Order. See §6.15.

     Existing Credit Agreement. As defined in the preamble hereto.

     Existing Letters of Credit. Collectively, the letters of credit listed on Schedule 1-A hereto issued under the Existing Credit Agreement.

     Facility Fee. See §2.2.

- 11 -

     Factorable Receivables. Accounts receivable of the Borrower and its Subsidiaries that (a) arise from the sales of inventory, (b) are produced in the ordinary course of business and (c) are not contingent upon any further performance (other than product guarantees) by the Borrower or any of its Subsidiaries.

     FASB ASC. The Accounting Standards Codification of the Financial Accounting Standards Board.

     Federal Funds Rate. For any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

     Fee Letter. The fee letter, dated as of March 9, 2011, among the Borrower, the Administrative Agent and the Lead Arranger, as the same may be amended, restated, supplemented or otherwise modified from time to time.

     Fees. Collectively, the Facility Fee, the Letter of Credit Fees, the Administrative Agency Fee and the Closing Fee.

     Final Maturity Date. April 26, 2016.

     Financial Affiliate. A Subsidiary of the bank holding company controlling any Lender, which Subsidiary is engaging in any of the activities permitted by §4(e) of the Bank Holding Company Act of 1956 (12 U.S.C. §1843).

     Fixed Charge Coverage Ratio. For any Reference Period, the ratio of (a) Consolidated EBITDA for such period plus Consolidated Rental Expense for such period to (b) Consolidated Total Interest Expense for such period plus Consolidated Rental Expense for such period.

     Foreign Assets Control Regulation. See §6.15.

     Foreign Lender. Any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes (including such a Lender when acting in the capacity of the Fronting Bank). For purposes of this definition, the United States, each State thereof, the District of Columbia, and any territory thereof, shall be deemed to constitute a single jurisdiction

     Foreign Subsidiary. A Subsidiary which is not created or organized under the laws of the United States of America, or any of its states (or the District of Columbia) or any territory thereof.

- 12 -

     FRB. The Board of Governors of the Federal Reserve System of the United States.

     Fronting Bank. The Administrative Agent or any Lender acceptable to the Administrative Agent and the Borrower. As used herein, the term “Fronting Bank” shall refer, as the context requires, to the Fronting Bank issuing, extending, renewing or amending any particular Letter of Credit or collectively to each and every Lender which acts as a Fronting Bank hereunder.

     Fronting Exposure. At any time there is a Defaulting Lender, (a) with respect to the Fronting Bank, such Defaulting Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations other than such Maximum Drawing Amount or Unpaid Reimbursement Obligation as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Commitment Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

     Fund. Any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

     GAAP or generally accepted accounting principles. Principles that are consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time.

     Governing Documents. With respect to any Person, its certificate or articles of incorporation, its by-laws and all shareholder agreements, voting trusts and similar arrangements applicable to any of its Capital Stock.

     Governmental Authority. The government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

     Guarantee. With respect to any Person, the act of guaranteeing, or any act having the economic effect of guaranteeing or otherwise acting as surety for, any obligation (other than endorsements for collection or deposit in the ordinary course of business) (the “primary obligation”) of another Person (the “primary obligor”), in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person (i) to purchase or pay (or advance or supply funds for the purchase of) any security for the payment of such primary obligation, (ii) to purchase property, securities or services for the purpose of assuring the payment of such primary obligation, or (iii) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such primary obligation. The “amount” or “principal amount” of any obligations

- 13 -

Guaranteed by any Person shall be an amount equal to the stated or determinable amount of the primary obligation in respect of which such guaranty or other contingent obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

     Hazardous Substances. Hazardous waste, as defined by 42 U.S.C. §6903(5), any hazardous substances as defined by 42 U.S.C. §9601(14), any pollutant or contaminant as defined by 42 U.S.C. §9601(33) and any toxic substances, oil or hazardous materials or other chemicals or substances regulated by any Environmental Laws.

     Hong Kong Dollar or HK$. The lawful currency of Hong Kong.

     Honor Date. See §4.2.1.

     Indemnified Taxes. Taxes other than Excluded Taxes.

     Indemnitee. See §15.3.

     India Rupee or Rs. The lawful currency of India.

     Information. See §15.4.

     Interest Payment Date. (a) As to any Base Rate Loan, the first day of the next succeeding calendar quarter with respect to interest accrued during the immediately preceding calendar quarter, including, without limitation, the calendar quarter which includes the Drawdown Date of such Base Rate Loan; and (b) as to any Eurodollar Rate Loan in respect of which the Interest Period is (i) three (3) months or less, the last day of such Interest Period and (ii) more than three (3) months, the date that is three (3) months from the first day of such Interest Period and, in addition, the last day of such Interest Period.

     Interest Period. With respect to each Revolving Credit Loan which is a Eurodollar Rate Loan, the period commencing on the Drawdown Date of such Eurodollar Rate Loan and ending fourteen (14) days, or one (1), two (2), three (3) or six (6) months thereafter as determined in accordance with the provisions of this Credit Agreement;

provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

     (i) if any Interest Period with respect to a Eurodollar Rate Loan would otherwise end on a day that is not a Eurodollar Business Day, that Interest Period shall be extended to the next succeeding Eurodollar Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Eurodollar Business Day;

     (ii) any Interest Period relating to any Eurodollar Rate Loan (other than for a Eurodollar Rate Loan that has a fourteen (14) day Interest Period) that

- 14 -

begins on the last Eurodollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Eurodollar Business Day of a calendar month; and

     (iii) any Interest Period that would otherwise extend beyond the Final Maturity Date shall end on the Final Maturity Date.

     Investment. Any investment in any Person, whether by means of share purchase (other than the common stock of the Borrower), capital contribution, loan, time deposit or otherwise.

     ISP. See §4.1.3.

     Issuer Documents. With respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the Fronting Bank and the Borrower (or any Subsidiary) or in favor of the Fronting Bank and relating to such Letter of Credit.

     Laws. Collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law, but if not having the force of law, as based on the Administrative Agent’s reasonable belief that each of the above is consistent with prudent practice in the financial services industry at that time.

     Lead Arranger. Merrill Lynch, Pierce, Fenner & Smith Incorporated.

     Lenders. Bank of America and the other lending institutions listed on Schedule 1 hereto and any other Person who becomes an assignee of any rights and obligations of a Lender pursuant to §14.

     Lending Office. The Domestic Lending Office or Eurodollar Lending Office of a Lender, as applicable.

     Letter of Credit. See §4.1.1.

     Letter of Credit Application. See §4.1.2(a).

     Letter of Credit Borrowing. An extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing. Upon a Letter of Credit Borrowing, the Unpaid Reimbursement Obligation that is covered by such Letter of Credit Borrowing shall be deemed to be represented by, and not in addition to, such Letter of Credit Borrowing.

- 15 -

     Letter of Credit Expiration Date. The day that is seven (7) days prior to the Final Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

     Letter of Credit Fees. Collectively, Standby Letter of Credit Fees and Documentary Letter of Credit Fees.

     Letter of Credit Participation. See §4.2.2.

     Leverage Ratio. As at any date of determination, the ratio of (a) Consolidated Total Funded Debt outstanding on such date to (b) Consolidated EBITDA for the Reference Period ending on such date.

     Lien. Any mortgage, deed of trust, security interest, pledge, hypothecation, attachment, encumbrance, lien (statutory, judgment or otherwise), or other security agreement or preferential arrangement that has the practical effect of creating a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any Capitalized Lease, any Synthetic Lease, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the UCC or comparable law of any jurisdiction).

     Loan Account. With respect to (a) any Revolving Credit Loan, the records or accounts kept by the Administrative Agent and any Lender with respect to such Revolving Credit Loan and (b) any Swing Line Loan, the records or accounts kept by the Administrative Agent and the Swing Line Lender with respect to such Swing Line Loan.

     Loan Documents. This Credit Agreement, the Fee Letter, the Notes, the Letter of Credit Applications, the Letters of Credit, and any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of §2.14.

     Loan Request. See §2.6.

     Loans. Collectively, the Revolving Credit Loans and the Swing Line Loans.

     London Banking Day. Any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

     Material Adverse Effect. A material adverse effect on the business or financial condition, assets, operations or income of the Borrower and its Subsidiaries, taken as a whole.

     Material Debt. See §12.1(f).

     Maximum Drawing Amount. The Dollar Equivalent of the maximum aggregate amount that the beneficiaries may at any time draw under outstanding Letters of Credit, as such aggregate amount may be reduced from time to time pursuant to the terms of the Letters of Credit; provided that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the Maximum Drawing Amount of such Letter of Credit shall be the Dollar

- 16 -

Equivalent of the maximum aggregate amount after giving effect to all such increases, whether or not such maximum aggregate amount is in effect at such time.

     Moody’s. Moody’s Investors Services, Inc. and any successor thereto.

     Multiemployer Plan. Any employee benefit plan described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

     Multiple Employer Plan. A Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

     New Zealand Dollar or NZ$. The lawful currency of New Zealand.

     Non-Extension Notice Date. See §4.1.2(c).

     Non-U.S. Lender. See §5.3.4.

     Norwegian Krone or NKr. The lawful currency of Norway.

     Note. A promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit E.

     Obligations. All indebtedness, obligations and liabilities of any of the Borrower and its Subsidiaries to any of the Lenders, any Fronting Bank and the Administrative Agent, individually or collectively, existing on the date of this Credit Agreement or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Credit Agreement or any of the other Loan Documents or in respect of any of the Loans made or Reimbursement Obligations incurred or any of the Letter of Credit Applications, Letters of Credit or other instruments at any time evidencing any thereof.

     Other Taxes. All present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Credit Agreement or any other Loan Document.

     outstanding. With respect to the Loans, the aggregate unpaid principal thereof as of any date of determination.

     Participant. See §14.4.

     Participating Member State. Each state so described in any EMU Legislation.

     Patriot Act. See §15.14.

- 17 -

     PBGC. The Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor entity or entities having similar responsibilities.

     Pension Act. The Pension Protection Act of 2006.

     Pension Funding Rules. The rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

     Pension Plan. Any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

     PermittedAcquisition. Any acquisition permitted by §8.5.1(b).

     Permitted Factoring Transaction. Any sale or other transfer by the Borrower or any of its Subsidiaries of Factorable Receivables, which sale or transfer does not involve the creation of any recourse obligation in respect thereof on the part of the Borrower or any of its Subsidiaries (other than with respect to matters of title to, and the character of (other than the collectability) of, the Factorable Receivables so sold or transferred); provided that the aggregate principal amount of Factorable Receivables that may be sold or transferred pursuant to Permitted Factoring Transactions during any fiscal year of the Borrower shall not exceed ten percent (10%) of Consolidated Total Assets.

     Person. Any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

     Plan. Any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.

     Platform. See §7.3.

     Pro Forma Basis. Pro Forma Basis shall mean (a) in connection with any proposed acquisition to be made under §8.5, the calculation of compliance with the financial covenants described in §9 by the Borrower including the financial results of a Person, business or assets to be acquired as determined in accordance with paragraph (i) below for the applicable fiscal quarter of the Borrower, after giving effect on a pro forma basis in the manner described below to such acquisition as if such acquisition had occurred at the beginning of the most recently ended four fiscal quarter period for which financial statements for the Borrower are then available and (b) following any acquisition or disposition of any Person, business or assets permitted hereunder, the calculation of compliance with the financial covenants described in §9 (but, for the avoidance of doubt, not for the purposes of calculating the Applicable Margin) by the Borrower for the fiscal quarter in which such acquisition or disposition occurred and, with

- 18 -

respect to any such acquisition, each of the three fiscal quarters immediately following such acquisition with reference to the financial results of such Person, business or assets as determined in accordance with paragraph (i) below after giving effect on a pro forma basis in the manner described below to such acquisition or disposition as if such Person, business or assets had been acquired or disposed of on the first day of the four fiscal quarter period tested:

     (i) Financial Results. In connection with any acquisition or disposition of any Person, business or assets described above, the Borrower shall provide to the Administrative Agent the audited (if available) or unaudited historical financial results of such Person, business or assets, if available, or the Borrower’s good faith estimate of the same prepared by it based on reasonable assumptions and expectations of the financial performance of such Person, business or assets, which such estimates, assumptions and expectations shall have been reviewed and approved by the Administrative Agent (such approval not to be unreasonably withheld) (the “financial results”).

     (ii) Acquired EBITDA. In determining Consolidated EBITDA for any period, there shall be (i) included in such Consolidated EBITDA all EBITDA attributable to any Person, business or assets acquired by (and thereafter owned by) the Borrower during such period and (ii) excluded from such Consolidated EBITDA all EBITDA attributable to any Person, business or assets disposed of by the Borrower during such period. For purposes hereof, the EBITDA attributable to any such acquired or disposed Person, business or assets prior to the date of acquisition or disposition thereof shall be determined in a manner consistent with the method for determining Consolidated EBITDA, but on a non-consolidated basis.

     (iii) Indebtedness. All indebtedness (whether under this Credit Agreement or otherwise) and any other balance sheet adjustments incurred or made, or in the case of a disposition, repaid, in connection with an acquisition or disposition permitted hereunder shall be deemed to have been incurred, made or repaid on the first day of the fiscal quarter described in each of clause (a) and clause (b) above, and all indebtedness of the acquired Person, business or assets which was or will have been repaid in connection with the consummation of such acquisition shall be deemed to have been repaid concurrently with the incurrence of the indebtedness incurred in connection with such acquisition.

     (iv) Interest. All indebtedness assumed to have been incurred pursuant to the preceding paragraph (iii) shall be deemed to have borne interest at (a) the interest rate applicable to such indebtedness, if such interest rate can be determined, or (b) the sum of (i) the arithmetic mean of (x) the Eurodollar Rate for Eurodollar Rate Loans having an Interest Period of one month in effect on the first day of the applicable period and (y) the Eurodollar Rate for Eurodollar Rate Loans having an Interest Period of one month in effect on the last day of the applicable period plus (ii) the Applicable Margin then in effect (after giving effect to such acquisition or disposition, as the case may be, on a Pro Forma Basis).

Public Lender. See §7.3.

- 19 -

     Real Estate. All real property at any time owned or leased (as lessee or sublessee) by the Borrower or any of its Subsidiaries.

     Reference Period. As of any date of determination, the period of four (4) consecutive fiscal quarters of the Borrower and its Subsidiaries ending on such date, or if such date is not a fiscal quarter end date, the period of four (4) consecutive fiscal quarters most recently ended (in each case treated as a single accounting period).

     Register. See §14.3.

     Reimbursement Obligation. The Borrower’s obligation to reimburse the Fronting Bank and the Lenders on account of any drawing under any Letter of Credit as provided in §4.2.

     Related Parties. With respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

     Replacement Lender. See §5.10.

     Replacement Notice. See §5.10.

     Reportable Event. Any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

     Required Lenders. As of any date, the Lenders holding more than fifty percent (50%) of the Total Commitment, or if the commitment of each Lender to make Loans and the obligation of the Fronting Bank to issue, extend, amend and renew Letters of Credit has been terminated pursuant to §12.2, Lenders holding in the aggregate more than 50% of the outstanding amount of the sum of all Loans, the Maximum Drawing Amount and Unpaid Reimbursement Obligations (with the aggregate amount of each Lender’s risk participation and funded participation in Letters of Credit and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Loans, Maximum Drawing Amount and Unpaid Reimbursement Obligations held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

     Restricted Payment. In relation to the Borrower and its Subsidiaries, any (a) Distribution, (b) payment by the Borrower or its Subsidiaries to the Borrower’s or any Subsidiary’s shareholders (or other equity holders), in each case, other than to the Borrower, or to any Affiliate of the Borrower or any Subsidiary or any Affiliate of the Borrower’s or such Subsidiary’s shareholders (or other equity holders) or (c) Equity Related Purchase Obligation.

     Revaluation Date. With respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the Fronting Bank under any Letter of Credit denominated in an Alternative Currency, (iv) the first Business Day of each month, (iv) in the case of the Existing Letters of Credit, April 26, 2011, and (v) such additional dates as the Administrative Agent or the Fronting Bank shall reasonably determine or

- 20 -

the Required Lenders shall reasonably require, based on changes in the relative values of the affected currencies.

     Revolving Credit Loan(s). Singly, any of, and collectively, all of, the revolving credit loans made by the Lenders in accordance with their respective Commitment Percentages to the Borrower as contemplated by §2.1 hereof. All Revolving Credit Loans shall be denominated in Dollars.

     Singapore Dollar or S$. The lawful currency of Singapore.

     S&P. Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

     SPC. See §14.8.

     Spot Rate. For a currency, the rate determined by the Administrative Agent or the Fronting Bank, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the Fronting Bank may obtain such spot rate from another financial institution designated by the Administrative Agent or the Fronting Bank if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the Fronting Bank may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.

     Standby Letter of Credit Fee. See §4.6.

     Sterling and £. The lawful currency of the United Kingdom.

     Subsidiary. Any corporation, association, trust, or other business entity of which the designated parent shall at any time own directly or indirectly through a Subsidiary or Subsidiaries at least a majority (by number of votes) of the outstanding Voting Stock.

     Subsidiary Letters of Credit. Trade letters of credit issued for the account of the Foreign Subsidiaries of the Borrower by any of the Lenders under their respective letter of credit facilities.

     Swedish Krone or Sk. The lawful currency of Sweden.

     Swing Line Borrowing. A borrowing of a Swing Line Loan pursuant to §3.

     Swing Line Lender. Bank of America or a successor Swing Line Lender.

     Swing Line Sublimit. $30,000,000.

     Swing Line Loan. See §3.1.

- 21 -

     Swing Line Loan Maturity Date. See §3.2.

     Swing Line Loan Request. See §3.2.

     Swiss Franc or SwF. The lawful currency of Switzerland.

     Syndication Agent. JPMorgan Chase Bank, N.A.

     Synthetic Lease. Any lease of goods or other property, whether real or personal, which is treated as an operating lease under GAAP and as a loan or financing for U.S. income tax purposes.

     Taxes. All present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

     Thai Baht or Bht. The lawful currency of Thailand.

     Threshold Amount. $15,000,000.

     Total Commitment. The sum of the Commitments of the Lenders, as in effect from time to time.

     Trading With the Enemy Act. See §6.15.

     Type. As to any Revolving Credit Loan, its nature as a Base Rate Loan or a Eurodollar Rate Loan.

     UCP. See §4.1.3.

     Unpaid Reimbursement Obligation. Any Reimbursement Obligation for which the Borrower does not reimburse the Fronting Bank and the Lenders on the date specified in, and in accordance with, §4.2. Upon a Letter of Credit Borrowing, the Unpaid Reimbursement Obligation that is covered by such Letter of Credit Borrowing shall be deemed to be represented by, and not in addition to, such Letter of Credit Borrowing.

     Voting Stock. Stock or similar interests, of any class or classes (however designated), the holders of which are at the time entitled, as such holders, to vote for the election of a majority of the directors (or persons performing similar functions) of the corporation, association, trust or other business entity involved, whether or not the right so to vote exists by reason of the happening of a contingency.

     Yen and ¥. The lawful currency of Japan.

     1.2. Rules of Interpretation.

     (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Credit Agreement.

- 22 -

     (b) The singular includes the plural and the plural includes the singular.

     (c) A reference to any law includes any amendment or modification to such law.

     (d) A reference to any Person includes its permitted successors and permitted assigns.

     (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Credit Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing audited financial statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining the accuracy and completeness of any representation or warranty made by Borrower herein, or Borrower’s compliance with any provision (including the computation of any financial covenant) contained herein, indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.

     (f) The words “include”, “includes” and “including” are not limiting.

     (g) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York , have the meanings assigned to them therein, with the term “instrument” being that defined under Article 9 of the Uniform Commercial Code.

     (h) Reference to a particular “§” refers to that section of this Credit Agreement unless otherwise indicated.

     (i) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Credit Agreement as a whole and not to any particular section or subdivision of this Credit Agreement.

     (j) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

     (k) This Credit Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are, however, cumulative and are to be performed in accordance with the terms thereof.

- 23 -

     (l) This Credit Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Borrower and are the product of discussions and negotiations among all parties.

     1.3. Additional Alternative Currencies.

     (a) The Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. Such request shall be subject to the approval of the Administrative Agent and the Fronting Bank.

     (b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., twenty (20) Business Days prior to the date of the desired Letter of Credit Borrowing (or such other time or date as may be agreed by the Administrative Agent and the Fronting Bank, in their sole discretion). The Administrative Agent shall promptly notify the Fronting Bank of any such request thereof. The Fronting Bank shall notify the Administrative Agent, not later than 11:00 a.m., ten (10) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency.

     (c) Any failure by the Fronting Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by the Fronting Bank to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the Fronting Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this §1.3, the Administrative Agent shall promptly so notify the Borrower. Any specified currency of an Existing Letter of Credit that is neither Dollars nor one of the Alternative Currencies specifically listed in the definition of “Alternative Currency” shall be deemed an Alternative Currency with respect to such Existing Letter of Credit only.

     1.4. Change of Currency.

     (a) Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Credit Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency.

- 24 -

     (b) Each provision of this Credit Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

     (c) Each provision of this Credit Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

     1.5. Exchange Rates; Currency Equivalents.

     (a) The Administrative Agent or the Fronting Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Letter of Credit Borrowings denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the Fronting Bank, as applicable.

     (b) Wherever in this Credit Agreement in connection with the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the Fronting Bank, as the case may be.

     1.6. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to U.S. Eastern time (daylight or standard, as applicable).

     1.7. Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Maximum Drawing Amount.

     1.8. Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Credit Agreement or as reasonably requested hereunder setting forth a

- 25 -

reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

2. THE REVOLVING CREDIT FACILITY.

     2.1. Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Lenders severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time from the Closing Date to the Final Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6, such sums, in Dollars, as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender’s Commitment minus such Lender’s Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations; provided that the sum of the outstanding amount of the Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Total Commitment at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Lender’s Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §10 and §11, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and §11, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

     2.2. Facility Fee. The Borrower agrees to pay to the Administrative Agent for the accounts of the Lenders in accordance with their respective Commitment Percentages a facility fee (the “Facility Fee”) calculated at the rate per annum of the Applicable Margin with respect to the Facility Fee as in effect from time to time on the Total Commitment (and, if amounts remain outstanding after any Lender’s Commitment has been terminated, the Facility Fee shall be calculated with respect to such outstanding amounts), regardless of usage, subject to adjustment as provided in §2.13. The Facility Fee shall be payable quarterly in arrears on the first day of each calendar quarter for the immediately preceding calendar quarter (or portion thereof) commencing on the first such date following the date hereof, with a final payment on the Final Maturity Date or any earlier date on which the Commitments shall terminate and the Obligations shall be repaid in full.

     2.3. Change of Total Commitment.

     (a) The Borrower shall have the right at any time and from time to time upon five (5) Business Days prior written notice to the Administrative Agent to reduce by $5,000,000 or an integral multiple of $1,000,000 in excess thereof or to terminate entirely the Total Commitment, whereupon the Commitments of the Lenders shall be reduced pro rata in accordance with their respective Commitment Percentages of the amount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of the Borrower delivered pursuant to this §2.3, the Administrative Agent will notify the Lenders of the substance thereof. Upon the effective date of any such reduction or termination, the Borrower shall pay to the Administrative Agent for the respective accounts of the Lenders the full amount of any Facility Fee then accrued to the date of

- 26 -

reduction on the amount of the reduction. No reduction or termination of the Commitments may be reinstated.

     (b) So long as no Default or Event of Default shall have occurred and be continuing or would result from the increase in Total Commitment described in this clause (b), and subject to all terms and conditions set forth herein, the Borrower may request, by prior written notice to the Administrative Agent, that the Total Commitment be increased to an aggregate amount not to exceed $300,000,000. The Borrower may, after initially requesting the existing Lenders to increase on a pro rata basis their respective Commitments and after receiving confirmation in writing that such Lenders do not wish to increase their respective Commitments (or if the aggregate desired increase in Commitments by the existing Lenders is not sufficient to satisfy the increase in Total Commitment requested by the Borrower), solicit one or more Eligible Assignees satisfactory to the Administrative Agent to become new Lenders; provided that (a) each Person that becomes a new Lender shall agree to become a party to, and shall assume and agree to be bound by, this Credit Agreement, subject to all terms and conditions thereof; (b) no Lender shall have an obligation to the Borrower to increase its Commitment; and (c) in no event shall the Total Commitment be increased under this §2.3 to an amount greater than $300,000,000. Each of the Lenders agrees that after an increase in the Total Commitment hereunder, the Administrative Agent may, without further consent of the Lenders, amend Schedule 1 to reflect such increase and may amend the Credit Agreement and the other Loan Documents to make such conforming changes to the Credit Agreement and the other Loan Documents as the Administrative Agent may determine are necessary and adjust the Commitment Percentages of the Lenders.

     2.4. Loan Account. The Revolving Credit Loans and the Obligations of the Borrower in respect thereof shall be evidenced by one or more Loan Accounts maintained by the Administrative Agent and by each Lender in the ordinary course of business. The Loan Accounts maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Revolving Credit Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the Loan Accounts maintained by any Lender and the Loan Accounts of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Revolving Credit Loans in addition to such Loan Accounts. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Revolving Credit Loans and payments with respect thereto.

     2.5. Interest on Revolving Credit Loans. Except as otherwise provided in §5.9, at the Borrower’s option, each Revolving Credit Loan shall bear interest at a rate equal to (i) the Eurodollar Rate plus the Applicable Margin with respect to Eurodollar Rate Loans or (ii) the Base Rate plus the Applicable Margin with respect to Base Rate Loans. The Borrower promises

- 27 -

to pay interest on each Revolving Credit Loan in arrears on each Interest Payment Date with respect thereto.

     2.6. Requests for Revolving Credit Loans. The Borrower shall give to the Administrative Agent written notice in the form of Exhibit A hereto (or telephonic notice confirmed in a writing in the form of Exhibit A hereto) of each Revolving Credit Loan requested hereunder (a “Loan Request”) (a) on or prior to 1:00 p.m. (New York time) on the proposed Drawdown Date of any Base Rate Loan and (b) by 1:00 p.m. (New York time) on or prior to the third Eurodollar Business Days prior to the proposed Drawdown Date of any Eurodollar Rate Loan; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than fourteen (14) days, one (1), two (2), three (3) or six (6) months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. four (4) Business Days prior to the proposed Drawdown Date of such Eurodollar Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 1:00 p.m., three (3) Business Days prior to the proposed Drawdown Date of such Eurodollar Rate Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each such notice shall specify (i) the principal amount of the Revolving Credit Loan requested, (ii) the proposed Drawdown Date of such Revolving Credit Loan, (iii) the Interest Period for such Revolving Credit Loan and (iv) the Type of such Revolving Credit Loan. Promptly upon receipt of any such notice, the Administrative Agent shall notify each of the Lenders thereof. If the Borrower fails to specify a Type of Revolving Credit Loan in a Loan Request, then the applicable Revolving Credit Loans shall be made as Base Rate Loans. Each Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Revolving Credit Loan requested from the Lenders on the proposed Drawdown Date. Each Loan Request for a Base Rate Loan shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof. Each Loan Request for a Eurodollar Rate Loan shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $500,000 in excess thereof.

     2.7. Conversion Options.

     2.7.1. Conversion to Different Type of Revolving Credit Loan. The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (a) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Administrative Agent written notice, in the form of a Conversion Request (or telephonic notice confirmed in a writing in the form of the Conversion Request) not later than 1:00 p.m. (New York time) three (3) Business Days prior to such election; (b) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Administrative Agent written notice in the form of a Conversion Request (or telephonic notice confirmed in a writing in the form of the Conversion Request) not later than 1:00 p.m. (New York time) three (3) Eurodollar Business Days prior to such election, provided, however, that if the Borrower wishes to request a Eurodollar Rate Loan having an Interest Period other than fourteen (14) days, one (1), two (2), three (3) or six (6) months in duration as provided in the definition of “Interest Period”, the

- 28 -

applicable notice must be received by the Administrative Agent not later than 1:00 p.m. four (4) Eurodollar Business Days prior to the proposed Drawdown Date of such Eurodollar Rate Loan, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them; (c) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and (d) no Revolving Credit Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing without the consent of the Required Lenders. On the date on which such conversion is being made each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, provided that (i) any partial conversion of a Base Rate Loan into a Eurodollar Rate Loan shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and (ii) any partial conversion of a Eurodollar Rate Loan into a Base Rate Loan shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower.

     2.7.2. Continuation of Type of Revolving Credit Loan. Any Revolving Credit Loan of any Type may be continued as a Revolving Credit Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in §2.7.1; provided that no Eurodollar Rate Loan may be continued as such when any Event of Default has occurred and is continuing without the consent of the Required Lenders. If the Required Lenders do not consent, the Eurodollar Rate Loan shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Event of Default of which officers of the Administrative Agent active upon the Borrower’s account have actual knowledge. In the event that the Borrower fails to provide any such notice with respect to the continuation of any Eurodollar Rate Loan as such, then such Eurodollar Rate Loan shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto. The Administrative Agent shall notify the Lenders promptly when any such automatic conversion contemplated by this §2.7.2 is scheduled to occur.

     2.7.3. Eurodollar Rate Loans. Any conversion to or from Eurodollar Rate Loans shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Eurodollar Rate Loans having the same Interest Period shall not be less than $1,000,000 or a whole multiple of $500,000 in excess thereof.

     2.7.4. Applicability of Conversion and Continuation Provisions to Swing Line Loans. Notwithstanding anything to the contrary contained herein, the provisions of this §2.7 shall not apply to Swing Line Loans.

- 29 -

     2.8. Funds for Revolving Credit Loans.

     2.8.1. Funding Procedures. Not later than 3:00 p.m. (New York time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders will make available to the Administrative Agent, at the Administrative Agent’s Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Revolving Credit Loans. Upon receipt from each Lender of such amount, and upon receipt of the documents required by §10 for the Closing Date and §11 thereafter and the satisfaction of the other conditions set forth therein, to the extent applicable, the Administrative Agent will make available to the Borrower, in immediately available funds, the aggregate amount of such Revolving Credit Loans made available to the Administrative Agent by the Lenders. The failure or refusal of any Lender to make available to the Administrative Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Revolving Credit Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Administrative Agent the amount of such other Lender’s Commitment Percentage of any requested Revolving Credit Loans.

     2.8.2. Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the Drawdown Date of any Committed Borrowing of Eurodollar Rate Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with §2.8.1 (or, in the case of a Committed Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by §2.8.1) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s Commitment included in such Committed Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

- 30 -

     2.8.3. Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Fronting Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Fronting Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Fronting Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Fronting Bank, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

     A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under §§ 2.8.2 or 2.8.3 shall be conclusive, absent manifest error.

     2.9. Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this §2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the making of such Loan set forth in §11 or §12, as applicable, are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

     2.10. Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

     2.11. Optional Prepayments. The Borrower shall have the right, at its election, to repay the outstanding amount of the Revolving Credit Loans, as a whole or in part, at any time without penalty or premium (including, without limitation, §5.8), provided that the Borrower shall comply with §5.8 as a result of any Eurodollar Rate Loan being repaid in whole or in part prior to the last day of the Interest Period relating thereto. The Borrower shall give the Administrative Agent (a) no later than 11:00 a.m. (New York time) on the proposed date of prepayment, written notice of any proposed prepayment pursuant to this §2.11 of Base Rate Loans, and (b) notice by 11:00 a.m. (New York time) on the third Eurodollar Business Day prior to the date of proposed prepayment pursuant to this §2.11 of Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of Revolving Credit Loans and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in an integral multiple of $1,000,000 or an integral multiple of $500,000 in excess thereof, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of prepayment and shall be applied, in the absence of instruction by the Borrower, first to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans. Subject to

- 31 -

§2.13, each partial prepayment shall be allocated among the Lenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Lender’s Revolving Credit Loan, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

     2.12. Mandatory Repayments. If at any time the sum of the outstanding amount of the Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the Total Commitment at such time, then the Borrower shall immediately (i) pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourth, to provide to the Administrative Agent Cash Collateral for Reimbursement Obligations as contemplated by §2.14 and/or (ii) Cash Collateralize the Maximum Drawing Amount of any outstanding Letters of Credit and the Unpaid Reimbursement Obligations in an aggregate amount equal to such excess, (i) or (ii) being at the option of the Borrower, provided, however, that the Borrower shall not be required to Cash Collateralize the Unpaid Reimbursement Obligations pursuant to this §2.12 unless after the payment in full of the Loans the total outstanding Obligations exceed the Total Commitment then in effect. Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each Lender’s Revolving Credit Loan, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. Further, the Borrower promises to pay on the Final Maturity Date, and there shall become absolutely due and payable on the Final Maturity Date, all of the Loans outstanding on such date, together with any and all accrued and unpaid interest thereon.

     2.13. Defaulting Lenders.

     2.13.1. Adjustments. Notwithstanding anything to the contrary contained in this Credit Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

     (a) Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Credit Agreement shall be restricted as set forth in §15.12.

     (b) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to §9 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to §15.1), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Fronting Bank or Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the Fronting Bank or Swing Line Lender, to be held as Cash Collateral for

- 32 -

future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Credit Agreement; sixth, to the payment of any amounts owing to the Lenders, the Fronting Bank or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Fronting Bank or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit Borrowings were made at a time when the conditions set forth in §11 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this §2.13.1(b) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

     (c) Certain Fees. That Defaulting Lender (x) shall be entitled to receive any facility fee pursuant to §2.2 for any period during which that Lender is a Defaulting Lender only to extent allocable to the sum of (1) the outstanding amount of the Loans funded by it and (2) its Commitment Percentage of the stated amount of Letters of Credit and Swing Line Loans for which it has provided Cash Collateral pursuant to §2.13.1(b), §2.14, §3 or §4, as applicable (and the Borrower shall (A) be required to pay to each of the Fronting Bank and the Swing Line Lender, as applicable, the amount of such fee allocable to its Fronting Exposure arising from that Defaulting Lender and (B) not be required to pay the remaining amount of such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in §4.6.

     (d) Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Swing Line Loans or Letters of Credit pursuant to §3 and §4, the “Commitment Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a

- 33 -

Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding amount of the Loans of that Lender.

     2.13.2. Defaulting Lender Cure. If the Borrower, the Administrative Agent, Swing Line Lender and the Fronting Bank agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Commitment Percentages (without giving effect to §2.13.1(d)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

     2.14. Cash Collateral.

     2.14.1. Certain Credit Support Events. Upon the request of the Administrative Agent or the Fronting Bank (i) if the Fronting Bank has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in a Letter of Credit Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit Participation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then Maximum Drawing Amount of any outstanding Letters of Credit and the Unpaid Reimbursement Obligation of all Letter of Credit Participations; provided, however, that in the event of a draw under a Letter of Credit which is being disputed in good faith by the Borrower under the rules of the ISP and UCP and in the absence of any other Default or Event of Default, the obligation of the Borrower to Cash Collateralize shall extend only to that Letter of Credit. At any time that there shall exist a Defaulting Lender, within three (3) Business Days after the request of the Administrative Agent, the Fronting Bank or the Swing Line Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to §2.13.1(d) and any Cash Collateral provided by the Defaulting Lender).

     2.14.2. Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the

- 34 -

Administrative Agent, for the benefit of the Administrative Agent, the Fronting Lender and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to §2.14.3. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

     2.14.3. Application. Notwithstanding anything to the contrary contained in this Credit Agreement, Cash Collateral provided under any of this §2.14 or §2.12, §2.13, §3, §4, or §12.3 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific Maximum Drawing Amount of the outstanding Letters of Credit and the Unpaid Reimbursement Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

     2.14.4. Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with §14.2.8) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Borrower or its Subsidiary shall not be released during the continuance of a Default or Event of Default (and following application as provided in this §2.14.4 may be otherwise applied in accordance with §2.12), and (y) the Person providing Cash Collateral and the Fronting Bank or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

3. THE SWING LINE.

     3.1. The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this §3, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day prior to the Final Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Commitment Percentage of the outstanding amount of Loans and Letter of Credit Borrowings of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving

- 35 -

effect to any Swing Line Loan, (i) the sum of the outstanding amount of all Loans, the Maximum Drawing Amount and Unpaid Reimbursement Obligations shall not exceed the Total Commitments, and (ii) the aggregate outstanding amount of the Loans of any Lender, plus such Lender’s Commitment Percentage of the outstanding amount of the Maximum Drawing Amount and Unpaid Reimbursement Obligations, plus such Lender’s Commitment Percentage of the outstanding amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this §3, prepay under §2.11, and reborrow under this §3. Except as otherwise provided in §5.9 hereof, each Swing Line Loan shall bear interest for the period commencing on the Drawdown Date thereof and ending on the Swing Line Loan Maturity Date with respect thereto at the rate per annum quoted by the Swing Line Lender upon receipt of a Swing Line Loan Request (but which rate shall not exceed the sum of the Base Rate in effect on the date of quotation plus the Applicable Margin with respect to Base Rate Loans). Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Commitment Percentage times the amount of such Swing Line Loan.

     3.2. Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable written notice in the form of Exhibit B hereto (the “Swing Line Loan Request”) to the Swing Line Lender and the Administrative Agent, which may be given by telephone confirmed in a writing in the form of Exhibit B hereto. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (New York Time) on the requested Drawdown Date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 or an integral multiple of $100,000 in excess thereof, (ii) the requested borrowing date, which shall be a Business Day, and (iii) the date on which the proposed Swing Line Loan would mature (the “Swing Line Loan Maturity Date”), which shall in no event be later than the earliest of (a) the date which is ten (10) days following the Drawdown Date of such Swing Line Loan, (b) the occurrence of a Default or Event of Default and (c) the Final Maturity Date. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Request, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Request, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Request and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. (New York time) on the Drawdown Date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of §3.1, or (B) that one or more of the applicable conditions specified in §§10 and 11 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may in its discretion, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Request, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

- 36 -

     3.3. Refinancing of Swing Line Loans.

     3.3.1. The Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Loan in an amount equal to such Lender’s Commitment Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Request for purposes hereof) and in accordance with the requirements of §2.6, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Total Commitments and the conditions set forth in §11. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Request promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Commitment Percentage of the amount specified in such Loan Request available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Request, whereupon, subject to §3.3.2, each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

     3.3.2. If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with §3.3.1, the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to §3.3.1 shall be deemed payment in respect of such participation.

     3.3.3. If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this §3.3 by the time specified in §3.3.1, the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

- 37 -

     3.3.4. Each Lender’s obligation to make Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this §3.3 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Loans pursuant to this §3.3 is subject to the conditions set forth in §11. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

     3.4. Repayment of Participations.

     3.4.1. At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Commitment Percentage thereof in the same funds as those received by the Swing Line Lender.

     3.4.2. If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in §15.16 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Credit Agreement.

     3.5. Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Lender funds its Base Rate Loan or risk participation pursuant to this §3 to refinance such Lender’s Commitment Percentage of any Swing Line Loan, interest in respect of such Commitment Percentage shall be solely for the account of the Swing Line Lender.

     3.6. Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

4. LETTERS OF CREDIT.

     4.1. Letter of Credit Commitments.

     4.1.1. Commitment to Issue Letters of Credit.

     (a) Subject to the terms and conditions hereof and the execution and delivery by the Borrower of a Letter of Credit Application (as defined below), the Fronting Bank

- 38 -

on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §4.2 and upon the representations and warranties of the Borrower contained herein, agrees, in its individual capacity, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue letters of credit (individually, a “Letter of Credit”) denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with §4.1.2 below, and (2) to honor drawings under the Letters of Credit, and the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided, however, that, after giving effect to such request, the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $125,000,000 at any one time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of all Loans outstanding shall not exceed the Total Commitment at such time. As of the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant and subject to the conditions of this §4 and the Borrower hereby affirms its obligations thereunder.

     (b) The Fronting Bank shall not issue any Letter of Credit, if:

     (i) subject to §4.1.1(c), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or

     (ii) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.

     (c) The Fronting Bank shall not be under any obligation to issue any Letter of Credit if:

     (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Fronting Bank from issuing the Letter of Credit, or any Law applicable to the Fronting Bank or any request or directive (whether or not having the force of law, but if not having the force of law, as based on the Administrative Agent’s reasonable belief that such request or directive is consistent with prudent practice in the financial services industry at that time) from any Governmental Authority with jurisdiction over the Fronting Bank shall prohibit, or request that the Fronting Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Fronting Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Fronting Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Fronting Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Fronting Bank in good faith deems material to it;

- 39 -

     (ii) the issuance of the Letter of Credit would violate one or more policies of the Fronting Bank applicable to letters of credit generally;

     (iii) except as otherwise agreed by the Administrative Agent and the Fronting Bank, the Letter of Credit is in an initial stated amount less than $50,000;

     (iv) except as otherwise agreed by the Administrative Agent and the Fronting Bank, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; or

     (v) any Lender is at that time a Defaulting Lender, unless the Fronting Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Fronting Bank (in its sole discretion) with the Borrower or such Lender to eliminate the Fronting Bank’s actual or potential Fronting Exposure (after giving effect to §2.13.1(d)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and the sum of all other Maximum Drawing Amounts and Unpaid Reimbursement Obligations as to which the Fronting Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.

     (d) The Fronting Bank shall not amend any Letter of Credit if the Fronting Bank would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.

     (e) The Fronting Bank shall be under no obligation to amend any Letter of Credit if (A) the Fronting Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.

     (f) The Fronting Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Fronting Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in §13 with respect to any acts taken or omissions suffered by the Fronting Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in §13 included the Fronting Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Fronting Bank.

     4.1.2. Letter of Credit Applications.

     (a) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Fronting Bank (with a copy to the Administrative Agent) in the form of a letter of credit application, appropriately completed and signed by a Responsible Officer of the Borrower (the “Letter of Credit Application”). Such Letter of Credit Application must be received by the Fronting Bank and the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and the Fronting Bank may agree in

- 40 -

a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Fronting Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the Fronting Bank may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Fronting Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the Fronting Bank may reasonably require. Additionally, the Borrower shall furnish to the Fronting Bank and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the Fronting Bank or the Administrative Agent may reasonably require.

     (b) Promptly after receipt of any Letter of Credit Application, the Fronting Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the Fronting Bank will provide the Administrative Agent with a copy thereof. Unless the Fronting Bank has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in §10 or §11 shall not then be satisfied, then, subject to the terms and conditions hereof, the Fronting Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the Fronting Bank’s usual and customary business practices. At the time of issuance of each Letter of Credit, the Fronting Bank shall notify the Administrative Agent of the Maximum Drawing Amount of such Letter of Credit and the other terms of such Letter of Credit. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Fronting Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Commitment Percentage times the amount of such Letter of Credit.

     (c) If the Borrower so requests in any applicable Letter of Credit Application, the Fronting Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that only standby Letters of Credit, and not documentary Letters of Credit, may be subject to automatic extension provisions; provided further that any such Auto-Extension Letter of Credit must permit the Fronting Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to

- 41 -

be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Fronting Bank, the Borrower shall not be required to make a specific request to the Fronting Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Fronting Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the Fronting Bank shall not permit any such extension if (A) the Fronting Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in §11 is not then satisfied, and in each such case directing the Fronting Bank not to permit such extension.

     (d) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Fronting Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

     4.1.3. Applicability of ISP and UCP. Unless otherwise expressly agreed by the Fronting Bank and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance of the standby Letter of Credit) (the “ISP”) shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance (the “UCP”) shall apply to each documentary Letter of Credit.

     4.2. Drawings and Reimbursements; Funding of Participations.

     4.2.1. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Fronting Bank shall notify the Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Fronting Bank in such Alternative Currency, unless (A) the Fronting Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Fronting Bank promptly following receipt of the notice of drawing that the Borrower will reimburse the Fronting Bank in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Fronting Bank shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment by the Fronting Bank under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the Fronting Bank under a

- 42 -

Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the Borrower shall reimburse the Fronting Bank through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency. If the Borrower fails to so reimburse the Fronting Bank by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the Unpaid Reimbursement Obligation (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency), and the amount of such Lender’s Commitment Percentage thereof. In such event, the Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unpaid Reimbursement Obligation, without regard to the minimum and multiples specified in §2.6 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Total Commitment and the conditions set forth in §11 (other than the delivery of a Loan Request). Any notice given by the Fronting Bank or the Administrative Agent pursuant to this §4.2.1 may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

     4.2.2. Each Lender shall upon any notice pursuant to §4.2.1 make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the Fronting Bank, in Dollars, at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its Commitment Percentage of the Unpaid Reimbursement Obligation not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of §4.2.3, each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount (such participation by a Lender called herein the “Letter of Credit Participation”). The Administrative Agent shall remit the funds so received to the Fronting Bank in Dollars.

     4.2.3. With respect to any Unpaid Reimbursement Obligation that is not fully refinanced by a Committed Borrowing of Base Rate Loans because the conditions set forth in §11 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Fronting Bank a Letter of Credit Borrowing in the amount of the Unpaid Reimbursement Obligation that is not so refinanced, which Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate pursuant to §5.9. In such event, each Lender’s payment to the Administrative Agent for the account of the Fronting Bank pursuant to §4.2.2 shall be deemed payment in respect of its Letter of Credit Participation.

     4.2.4. Until each Lender funds its Commitment pursuant to this §4.2 to reimburse the Fronting Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Commitment Percentage of such amount shall be solely for the account of the Fronting Bank.

     4.2.5. Each Lender’s obligation to fund its Commitment or make its Letter of Credit Participation to reimburse the Fronting Bank for amounts drawn under Letters of Credit, as contemplated by this §4.2, shall be absolute and unconditional and shall not be

- 43 -

affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Fronting Bank, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Loans pursuant to this §4.2 is subject to the conditions set forth in §11 (other than delivery by the Borrower of a Loan Request). No such Letter of Credit Participation shall relieve or otherwise impair the obligation of the Borrower to reimburse the Fronting Bank for the amount of any payment made by the Fronting Bank under any Letter of Credit, together with interest as provided herein.

     4.2.6. If any Lender fails to make available to the Administrative Agent for the account of the Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this §4.2 by the time specified in §4.2.2, then, without limiting the other provisions of this Credit Agreement, the Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Fronting Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Fronting Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Fronting Bank in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Commitment included in the relevant Committed Borrowing or Letter of Credit Participation in respect of the relevant Letter of Credit Borrowing, as the case may be. A certificate of the Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this §4.2.6 shall be conclusive absent manifest error.

4.3. Repayment of Participations.

     4.3.1. At any time after the Fronting Bank has made a payment under any Letter of Credit and has received from any Lender such Lender’s Letter of Credit Participation in respect of such payment in accordance with §4.2, if the Administrative Agent receives for the account of the Fronting Bank any payment in respect of the related Unpaid Reimbursement Obligation or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Commitment Percentage thereof in the same funds as those received by the Administrative Agent.

     4.3.2. If any payment received by the Administrative Agent for the account of the Fronting Bank pursuant to §4.2.1 is required to be returned under any of the circumstances described in §15.16 (including pursuant to any settlement entered into by the Fronting Bank in its discretion), each Lender shall pay to the Administrative Agent for the account of the Fronting Bank its Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this §4.3.2 shall

- 44 -

     survive the payment in full of the Obligations and the termination of this Credit Agreement.

     4.4. Obligations Absolute. The obligation of the Borrower to reimburse the Fronting Bank for each drawing under each Letter of Credit and to repay each Unpaid Reimbursement Obligation shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Credit Agreement under all circumstances, including the following:

     (a) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement, or any other Loan Document;

     (b) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Fronting Bank or any other Person, whether in connection with this Credit Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

     (c) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, or invalid in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

     (d) any payment by the Fronting Bank under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, so long as such draft or certificate complies in all material respects with such terms and the payment does not result from the Fronting Bank’s gross negligence or willful misconduct; or any payment made by the Fronting Bank under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

     (e) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrower or any Subsidiary or in the relevant currency markets generally; or

     (f) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary.

     The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the

- 45 -

Fronting Bank. The Borrower shall be conclusively deemed to have waived any such claim against the Fronting Bank and its correspondents unless such notice is given as aforesaid.

     4.5. Reliance by Issuer. To the extent not inconsistent with §4.4, the Fronting Bank shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, electronic mail or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and, if the Fronting Bank shall determine that such advice is reasonably necessary, upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank. The Fronting Bank shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Fronting Bank shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of a Letter of Credit Participation.

     4.6. Letter of Credit Fees. The Borrower shall pay to the Administrative Agent, for the accounts of the Lenders in accordance with their respective Commitment Percentages, a letter of credit fee with respect to (a) each standby Letter of Credit (each, a “Standby Letter of Credit Fee”), equal to the Applicable Margin per annum with respect to Standby Letter of Credit Fees multiplied by the daily Maximum Drawing Amount available to be drawn under such standby Letter of Credit (whether or not such maximum amount is then in effect under such standby Letter of Credit) and (b) each documentary Letter of Credit (a “Documentary Letter of Credit Fee”), equal to the Applicable Margin per annum with respect to Documentary Letter of Credit Fees multiplied by the daily Maximum Drawing Amount available to be drawn under such documentary Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Fronting Bank pursuant to this §4 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Commitment Percentages allocable to such Letter of Credit pursuant to §2.13.1(d), with the balance of such fee, if any, payable to the Fronting Bank for its own account. Such Letter of Credit Fees shall be payable quarterly in arrears on the first Business Day of each calendar quarter (or portion thereof) of the Borrower for the immediately preceding calendar quarter of the Borrower, commencing on the first such date following the date hereof, and on the Letter of Credit Expiration Date. In addition, the Borrower shall pay to the Fronting Bank a fronting fee for the account of the Fronting Bank in an amount agreed upon by the Fronting Bank and the Borrower and based on the face amount of each Letter of Credit, which fronting fee shall be payable in arrears (i) with respect to each documentary Letter of Credit, upon the issuance thereof and (ii) with respect to each standby Letter of Credit, on the first Business Day of each calendar quarter (or portion thereof) of the Borrower for the immediately preceding calendar quarter of the Borrower and on the Letter of Credit Expiration Date. In respect of each Letter of Credit, the Borrower shall also pay to the Fronting Bank for the Fronting Bank’s own account the Fronting Bank’s customary

- 46 -

issuance, amendment, negotiation or document examination and other administrative fees in such amounts and at such times as agreed upon between the Borrower and the Fronting Bank when due. For purposes of calculating fees pursuant to this §4.6 with respect to outstanding Letters of Credit issued in a currency other than Dollars, the face amount of each such outstanding Letter of Credit shall be the Dollar equivalent of such face amount as of the date any such fees are due and at the end of each calendar quarter.

     4.7. Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the Fronting Bank hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

     4.8. Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

     4.9. Role of Fronting Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the Fronting Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Fronting Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Fronting Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Fronting Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Fronting Bank shall be liable or responsible for any of the matters described in clauses (a) through (f) of §4.4; provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the Fronting Bank, and the Fronting Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the Fronting Bank’s willful misconduct or gross negligence or the Fronting Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. Subject to the foregoing, the Fronting Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Fronting Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or

- 47 -

purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

5. CERTAIN GENERAL PROVISIONS.

     5.1. Closing Fees. The Borrower agrees to pay to the Administrative Agent for the accounts of the Lenders on the Closing Date the Upfront Fee and any other fees due and payable on the Closing Date (collectively, the “Closing Fee”), as set forth in the Fee Letter.

     5.2. Administrative Agency Fee. The Borrower shall pay to the Administrative Agent, for the Administrative Agent’s own account, an Administrative Agent’s fee (the “Administrative Agency Fee”) and such other fees due and payable to the Administrative Agent (not including the Closing Fee), as set forth in the Fee Letter.

     5.3. Funds for Payments.

     5.3.1. Payments to Administrative Agent. All payments of principal, interest, Reimbursement Obligations, Fees and any other amounts due hereunder or under any of the other Loan Documents shall be made on the due date thereof to the Administrative Agent in Dollars, for the respective accounts of the Lenders and the Administrative Agent, at the Administrative Agent’s Office or at such other place that the Administrative Agent may from time to time designate, in each case at or about 1:00 p.m. (New York time or other local time at the place of payment) and in immediately available funds.

     5.3.2. No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without condition or deduction for any recoupment, setoff, defense or counterclaim.

     5.3.3. Taxes.

     (a) Payments Free of Taxes; Obligation to Withhold. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to withhold or deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after any required withholding or making all required deductions (including deductions applicable to additional sums payable under this §5.3.3) the Administrative Agent, Lender or Fronting Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

     (b) Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

     (c) Tax Indemnifications.

- 48 -

     (i) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and the Fronting Bank, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender or the Fronting Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or the Fronting Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Fronting Bank, shall be conclusive absent manifest error.

     (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the Fronting Bank shall, and does hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender or the Fronting Bank, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the Fronting Bank, as the case may be, to the Borrower or the Administrative Agent pursuant to §5.3.4. Each Lender and the Fronting Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the Fronting Bank, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, any Lender or the Fronting Bank, the termination of the Total Commitments and the repayment, satisfaction or discharge of all other Obligations.

     (d) Evidence of Payments. Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by the Borrower or by the Administrative Agent to a Governmental Authority as provided in this §5.3.3 the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

     (e) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the Fronting Bank, or have any obligation to pay to any Lender or

- 49 -

the Fronting Bank, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the Fronting Bank, as the case may be. If the Administrative Agent, any Lender or the Fronting Bank determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Administrative Agent, such Lender or the Fronting Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the Fronting Bank, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the Fronting Bank in the event the Administrative Agent, such Lender or the Fronting Bank is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the Fronting Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

     5.3.4. Status of Lenders; Tax Documentation.

     (a) Each Lender shall deliver to the Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction.

     (b) Without limiting the generality of the foregoing, (i) any Lender that is a U.S. Person as defined in Section 7701(a)(30) of the Code shall, prior to the date of the first payment by the Borrower hereunder to be made to such Lender or the Administrative Agent or for such Lender’s or the Administrative Agent’s account, deliver to the Borrower and the Administrative Agent executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements, and (ii) each Lender and the Administrative Agent that is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax purposes (a “Non-U.S. Lender”)

- 50 -

hereby agrees that, if and to the extent it is legally able to do so, it shall, prior to the date of the first payment by the Borrower hereunder to be made to such Lender or the Administrative Agent or for such Lender’s or the Administrative Agent’s account, deliver to the Borrower and the Administrative Agent, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender that is a “bank” for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN, Form W-8ECI, or Form W-8IMY and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in the United States or (ii) totally exempt or partially exempt from United States federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrower and to the effect that (i) such Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten percent (10%) shareholder for purposes of Section 881(c)(3)(B) of the Code and (iii) is not a controlled foreign corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 or W-9, as applicable (or successor forms). Each Lender or the Administrative Agent agrees that it shall, promptly upon a change of its lending office or the selection of any additional lending office, to the extent the forms previously delivered by it pursuant to this section are no longer effective, and promptly upon the Borrower’s or the Administrative Agent’s reasonable request after the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, deliver to the Borrower and the Administrative Agent, as applicable, if and to the extent it is properly entitled to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto).

     (c) Each Lender shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

- 51 -

     5.4. Computations. All computations of interest on Base Rate Loans, Swing Line Loans and of Fees shall be based on a 365-day year or 366-day year, as the case may be, and paid for the actual number of days elapsed. All other computations of fees and interest, including all computations of interest on Eurodollar Rate Loans, shall be based on a 360-day year and paid for the actual number of days elapsed. Except as otherwise provided in the definition of the term “Interest Period” with respect to Eurodollar Rate Loans, whenever a payment hereunder or under any of the other Loan Documents becomes due on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and interest shall accrue during such extension. The outstanding amount of the Revolving Credit Loans and the Swing Line Loans as reflected on the Loan Accounts from time to time shall be prima facie evidence of the principal amount thereof owing and unpaid to Lenders, but the failure to record, or any error in so recording, any amounts in the Loan Accounts shall not limit or otherwise affect the obligation of the Borrower hereunder to make payments of principal of, or interest on, the Loans when due.

     5.5. Inability to Determine Eurodollar Rate. If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

     5.6. Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in

- 52 -

each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted..

     5.7. Increased Costs; Mitigation Obligations.

     5.7.1. Increased Costs Generally. If any Change in Law shall:

     (a) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (to the extent included in the Eurodollar Rate) or the Fronting Bank;

     (b) subject any Lender or the Fronting Bank to any tax of any kind whatsoever with respect to this Credit Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or the Fronting Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by §5.3.3 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the Fronting Bank); or

     (c) impose on any Lender or the Fronting Bank or the London interbank market any other condition, cost or expense affecting this Credit Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Fronting Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Fronting Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the Fronting Bank, the Borrower will pay

- 53 -

to such Lender or the Fronting Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Fronting Bank, as the case may be, for such additional costs incurred or reduction suffered.

     5.7.2. Capital Requirements. If any Lender or the Fronting Bank determines that any Change in Law affecting such Lender or the Fronting Bank or any Domestic Lending Office or Eurodollar Lending Office of such Lender or such Lender’s or the Fronting Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Fronting Bank’s capital or on the capital of such Lender’s or the Fronting Bank’s holding company, if any, as a consequence of this Credit Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Fronting Bank, to a level below that which such Lender or the Fronting Bank or such Lender’s or the Fronting Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Fronting Bank’s policies and the policies of such Lender’s or the Fronting Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the Fronting Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Fronting Bank or such Lender’s or the Fronting Bank’s holding company for any such reduction suffered.

     5.7.3. Certificates for Reimbursement. A certificate of a Lender or the Fronting Bank setting forth the amount or amounts necessary to compensate such Lender or the Fronting Bank or its holding company, as the case may be, as specified in §5.7.1 or §5.7.2 and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Fronting Bank, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

     5.7.4. Delay in Requests. Failure or delay on the part of any Lender or the Fronting Bank to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the Fronting Bank’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the Fronting Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or the Fronting Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Fronting Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

     5.7.5. Designation of a Different Lending Office. If any Lender requests compensation under §5.7 or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to §5.3.3, or if any Lender gives a notice pursuant to §5.6, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or

- 54 -

affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to §§5.3.3 or 5.7, as the case may be, in the future, or eliminate the need for the notice pursuant to §5.6, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.

     5.8. Indemnity. The Borrower agrees to indemnify each Lender and to hold each Lender harmless from and against any loss, cost or expense (excluding the Applicable Margin) that such Lender may sustain or incur as a consequence of (a) default by the Borrower in payment of the principal amount of or any interest on any Eurodollar Rate Loans as and when due and payable, including any such loss or expense arising from interest or fees payable by such Lender to banks of funds obtained by it in order to maintain its Eurodollar Rate Loans, (b) default by the Borrower in making a borrowing or conversion after the Borrower has given (or is deemed to have given) a Loan Request for, or a Conversion Request to, a Eurodollar Rate Loan relating thereto in accordance with §2.6 or §2.7 or (c) the making of any payment of a Eurodollar Rate Loan or the making of any conversion of any such Revolving Credit Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain any such Loans and costs of redeployment of funds.

     5.9. Interest After Default.

     5.9.1. Overdue Amounts. Overdue principal and (to the extent permitted by applicable law and after giving effect to any applicable grace period) interest on the Loans and all other overdue amounts payable hereunder (including Unpaid Reimbursement Obligations) or under any of the other Loan Documents shall bear interest (or fees in the case of Unpaid Reimbursement Obligations) compounded monthly and payable on demand at a rate per annum equal to two percent (2%) above the rate of interest or Letter of Credit Fee then applicable thereto (or, if no rate of interest is then applicable thereto, the Base Rate) until such amount shall be paid in full (after as well as before judgment).

     5.9.2. Amounts Not Overdue. During the continuance of an Event of Default (other than any default with respect to payment of principal hereunder) until such Event of Default has been cured or remedied or such Event of Default has been waived by the Required Lenders pursuant to §15.12, at election of the Required Lenders, (a) the principal of the Loans not overdue shall bear interest at a rate per annum equal to two percent (2%) above the rate of interest then applicable thereto and (b) the Applicable Margin applicable to Letter of Credit Fees shall be equal to two percent (2%) above the Letter of Credit Fee otherwise applicable to such Letter of Credit pursuant to §4.6.

     5.10. Replacement of Lenders. If any Lender (an “Affected Lender”) (a) makes demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to §5.7, (b) is unable to make or maintain Eurodollar Rate Loans as a result of a condition described in §5.6, (c) defaults in its obligation to make Loans in accordance with the terms of this Credit Agreement or purchase any Letter of Credit Participation, (d) elects not to extend the Final Maturity Date, or (e) is a Defaulting Lender, the Borrower may, so long as no

- 55 -

Event of Default has occurred and is then continuing, within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing the Borrower to be required to pay such compensation or causing §5.6 to be applicable), default or election not to extend, as the case may be, by notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender (i) request the non-Affected Lenders to acquire and assume all of the Affected Lender’s Loans and Commitment as provided herein, but none of such Lenders shall be under an obligation to do so; or (ii) designate a replacement Lender satisfactory to the Administrative Agent and the Borrower (the “Replacement Lender”) approved by the Administrative Agent, such approval not to be unreasonably withheld or delayed. If any satisfactory Replacement Lender shall be obtained, and/or if any one or more of the non-Affected Lenders shall agree to acquire and assume all of the Affected Lender’s Loans and Commitment, then such Affected Lender shall assign, in accordance with §14, all of its Commitment, Loans, Letter of Credit Participations and other rights and obligations under this Credit Agreement and all other Loan Documents to such Replacement Lender or non-Affected Lenders, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Lender; provided, however, that (A) such assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected Lender and such Replacement Lender and/or non-Affected Lenders, as the case may be, and (B) prior to any such assignment, the Borrower shall have paid to such Affected Lender all amounts properly demanded and unreimbursed under §5.7. Upon the effective date of such assignment, such institution shall become a “Lender” for all purposes under this Credit Agreement and the other Loan Documents.

6. REPRESENTATIONS AND WARRANTIES.

     The Borrower represents and warrants to the Lenders and the Administrative Agent as follows:

     6.1. Corporate Authority.

     6.1.1. Incorporation; Good Standing. The Borrower (a) is a corporation (or similar business entity) duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, (b) has all requisite corporate (or the equivalent company) power to own its property and conduct its business as now conducted and as presently contemplated, and (c) is in good standing as a foreign corporation (or similar business entity) and is duly authorized to do business in each jurisdiction where such qualification is necessary except where a failure to be so qualified would not have a Material Adverse Effect. Except as would not reasonably be expected to result in a Material Adverse Effect, each of the Subsidiaries of the Borrower (a) is a corporation (or similar business entity) duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, (b) has all requisite corporate (or the equivalent company) power to own its property and conduct its business as now conducted and as presently contemplated, and (c) is in good standing as a foreign corporation (or similar business entity) and is duly authorized to do business in each jurisdiction where such qualification is necessary.

- 56 -

     6.1.2. Authorization. The execution, delivery and performance of this Credit Agreement and the other Loan Documents and the transactions contemplated hereby and thereby (a) are within the corporate (or the equivalent company) authority of such Person, (b) have been duly authorized by all necessary corporate (or the equivalent company) proceedings, (c) do not and will 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 (d) do not conflict with any provision of the Governing Documents of, or any material agreement or other instrument binding upon, the Borrower.

     6.1.3. Enforceability. The execution and delivery of this Credit Agreement and the other Loan Documents will result in valid and legally binding obligations of such Person enforceable against it in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

     6.2. Governmental Approvals; Other Consents. The execution, delivery and performance by the Borrower of this Credit Agreement and the other Loan Documents and the transactions contemplated hereby and thereby do not require the approval or consent of, or filing with, any governmental agency or authority or any other Person other than those already obtained except for filings by the Borrower with the Securities and Exchange Commission to comply with applicable reporting requirements.

     6.3. Financial Statements. There has been furnished to each of the Lenders consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as at the Balance Sheet Date, and consolidated and consolidating statements of income and consolidated statement of cash flow of the Borrower and its Subsidiaries for the fiscal year then ended, audited by Deloitte & Touche LLP. Such balance sheets and statements of income and cash flow have been prepared in accordance with GAAP and fairly present the financial condition of the Borrower and its Subsidiaries as at the close of business on the date thereof and the results of operations for the fiscal year then ended.

     6.4. No Material Adverse Changes, etc. Since the Balance Sheet Date there has been no event or circumstance which has had a Material Adverse Effect.

     6.5. Franchises, Patents, Copyrights, etc. The Borrower and each of its Subsidiaries possesses all material franchises, patents, copyrights, trademarks, trade names, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of its business substantially as now conducted.

     6.6. Litigation. Except as set forth in Schedule 6.6 hereto, there are no actions, suits, proceedings or investigations of any kind pending or threatened against the Borrower or any of its Subsidiaries before any Governmental Authority, that (a) would reasonably be expected to

- 57 -

have a Material Adverse Effect or (b) question the validity of this Credit Agreement or any of the other Loan Documents.

     6.7. Compliance with Other Instruments, Laws, etc. Neither the Borrower nor any of its Subsidiaries is in violation of any provision of its Governing Documents, or any agreement or instrument to which it may be subject or by which it or any of its properties may be bound or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that would reasonably be expected to have a Material Adverse Effect.

     6.8. Tax Status. The Borrower and its Subsidiaries (a) have made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which any of them is subject, (b) have paid all taxes and other governmental assessments and charges shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and by appropriate proceedings and (c) have set aside on their books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction except those being contested in good faith and by appropriate proceedings, and none of the officers of the Borrower know of any basis for any such claim.

     6.9. No Event of Default. No Default or Event of Default has occurred and is continuing.

     6.10. Holding Company and Investment Company Acts; Margin Regulations. Neither the Borrower nor any of its Subsidiaries is a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company”, as such terms are defined in the Public Utility Holding Company Act of 1935; nor is it an “investment company”, or an “affiliated company” or a “principal underwriter” of an “investment company”, as such terms are defined in the Investment Company Act of 1940. The Borrower and its Subsidiaries are not engaged in and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purposes of purchasing or carrying margin stock.

     6.11. ERISA Compliance.

     6.11.1. Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Borrower, nothing has occurred that would prevent or cause the loss of such tax-qualified status.

- 58 -

     6.11.2. There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

     6.11.3. (a) No ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan which could reasonably be expected to result in liability exceeding the Threshold Amount; (b) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (c) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Borrower nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (d) neither the Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (e) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (f) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.

     6.11.4. Neither the Borrower or any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than (A) on the Closing Date, those listed on Schedule 6.11.4 hereto and (B) thereafter, Pension Plans not otherwise prohibited by this Agreement.

     6.12. Environmental Compliance. In the ordinary course of its business, the Borrower conducts an ongoing review of the effect of Environmental Laws on the business, operations and properties of the Borrower and its Subsidiaries, in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties presently or previously owned, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat, any costs or liabilities in connection with off-site disposal of wastes or Hazardous Substances, and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of this review, the Borrower has

- 59 -

reasonably concluded that such associated liabilities and costs, including the costs of compliance with Environmental Laws, are unlikely to have a Material Adverse Effect.

     6.13. Subsidiaries, etc. Schedule 6.13 hereto sets forth, as of the Closing Date, a true and complete list of the only Subsidiaries of the Borrower.

     6.14. Disclosure. All information heretofore furnished by the Borrower to the Administrative Agent or any Lender for purposes of or in connection with this Credit Agreement or any transaction contemplated hereby is, and all such information hereafter furnished by the Borrower to the Administrative Agent or any Lender will be, true and accurate in all material respects on a date as of which such information is stated or certified. The Borrower has disclosed to the Administrative Agent and the Lenders in writing any and all facts, other than general economic conditions, legal standards or regulatory conditions which has a Material Adverse Effect or would reasonably be likely to result in a Material Adverse Effect.

     6.15. Foreign Assets Control Regulations, Etc. None of the requesting or borrowing of the Loans, the requesting or issuance, extension or renewal of any Letters of Credit or the use of the proceeds of any thereof will violate the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the “Trading With the Enemy Act”) or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the “Executive Order”) and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)). Furthermore, neither the Borrower nor any of its Subsidiaries or other Affiliates (a) is or will become a “blocked person” as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (b) engages or will engage in any dealings or transactions, or be otherwise associated, with any such “blocked person”.

7. AFFIRMATIVE COVENANTS.

     The Borrower covenants and agrees that, so long as any Revolving Credit Loan, Swing Line Loan, Unpaid Reimbursement Obligation or Letter of Credit is outstanding or any Lender has any obligation to make any Loans or the Fronting Bank has any obligation to issue, extend, amend or renew any Letters of Credit:

     7.1. Punctual Payment. The Borrower promises to duly and punctually pay or cause to be paid the principal and interest on the Loans, all Reimbursement Obligations, the Fees and all other amounts provided for in this Credit Agreement and the other Loan Documents, all in accordance with the terms of this Credit Agreement and such other Loan Documents.

     7.2. Records and Accounts. The Borrower will (a) keep, and cause each of its Subsidiaries to keep, true and accurate records and books of account in which full, true and correct entries will be made in accordance with GAAP and (b) maintain adequate accounts and reserves for all taxes (including income taxes), depreciation, depletion, obsolescence and

- 60 -

amortization of its properties and the properties of its Subsidiaries, contingencies, and other reserves.

     7.3. Financial Statements, Certificates and Information. The Borrower will deliver to each of the Lenders:

     (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year and, with respect to the consolidated balance sheet of the Borrower and its Subsidiaries, setting forth in comparative form the figures for the previous fiscal year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income, all such consolidated and consolidating statements to be in reasonable detail and prepared in accordance with GAAP, and with respect to the consolidated statements, setting forth in comparative form the figures for the previous fiscal year, and audited, without qualification and without an expression of uncertainty as to the ability of the Borrower or any of its Subsidiaries to continue as going concerns, by Deloitte & Touche LLP or by other similar independent certified public accountants of nationally recognized standing, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default;

     (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, commencing with the fiscal quarter ended March 31, 2011, copies of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter and, with respect to the unaudited consolidated balance sheet of the Borrower and its Subsidiaries, setting forth in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income for the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP, and with respect to the consolidated statements, setting forth in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year, together with a certification by the Chief Financial Officer, Chief Accounting Officer or the Treasurer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments and addition of footnotes);

     (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the Chief Financial Officer, Chief

- 61 -

Accounting Officer or the Treasurer of the Borrower in substantially the form of Exhibit C hereto (a “Compliance Certificate”) and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9;

     (d) contemporaneously with the filing or mailing thereof, copies of all filings containing financial statements or proxy statements filed with the Securities and Exchange Commission or sent to the stockholders of the Borrower;

     (e) from time to time such other financial data and information (including any and all financial statements and other supporting financial documents and schedules including copies of any accountant’s management letters with respect to the business, financial condition and other affairs of the Borrower or any of its Subsidiaries) as the Administrative Agent or any Lender may reasonably request.

Documents required to be delivered pursuant to §7.3 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet under Investor Relations at the website address www.timberland.com; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

     The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arranger will make available to the Lenders and the Fronting Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system utilizing at least comparable security and privacy protection methods as those used by IntraLinks on the date hereof or, in the event such methods are improved by IntraLinks in the future, such improved methods (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arranger, the Fronting Bank and the Lenders to treat such Borrower Materials as not containing any material

- 62 -

non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Lead Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”

     7.4. Notices. The Borrower will promptly notify the Administrative Agent and each of the Lenders in writing of the occurrence of any Default or Event of Default, together with a reasonably detailed description thereof, and the actions the Borrower proposes to take with respect thereto. If any Person shall give any notice or take any other action in respect of a claimed default (whether or not constituting an Event of Default) under this Credit Agreement or any other note, evidence of indebtedness, indenture or other obligation evidencing Material Debt to which or with respect to which the Borrower or any of its Subsidiaries is a party or obligor, whether as principal, guarantor, surety or otherwise, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default.

     7.5. Legal Existence; Maintenance of Properties. The Borrower will do or cause to be done all things reasonably necessary to preserve and keep in full force and effect its legal existence. The Borrower (i) will cause all of its properties and those of its Subsidiaries used and useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be reasonably necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this §7.5 shall prevent the Borrower from engaging in transactions not prohibited hereunder or from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate have a Material Adverse Effect.

     7.6. Insurance. The Borrower will, and will cause each of its Subsidiaries to, maintain with financially sound and reputable insurers insurance with respect to its properties and business against such casualties and contingencies as shall be in accordance with the general practices of businesses engaged in similar activities in similar geographic areas and in amounts, containing such terms, in such forms and for such periods as may be reasonable and prudent.

     7.7. Taxes. The Borrower will, and will cause each of its Subsidiaries to, duly pay and discharge, or cause to be paid and discharged, before the same shall become overdue, all taxes, assessments and other governmental charges imposed upon it and its Real Estate, sales and activities, or any part thereof, or upon the income or profits therefrom, as well as all claims for labor, materials, or supplies that if unpaid might by law become a Lien or charge upon any of its property; provided that any such tax, assessment, charge, levy or claim need not be paid if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings

- 63 -

and if the Borrower or such Subsidiary shall have set aside on its books adequate reserves with respect thereto; and provided further that the Borrower and each Subsidiary of the Borrower will pay all such taxes, assessments, charges, levies or claims forthwith upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor except where the failure to pay would not reasonably be expected to result in a Material Adverse Effect.

     7.8. Inspection of Properties and Books, etc. The Borrower shall permit the Lenders, through the Administrative Agent or any of the Lenders’ other designated representatives, to visit and inspect any of the properties of the Borrower or any of its Subsidiaries, to examine the books of account of the Borrower and its Subsidiaries (and to make copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of the Borrower and its Subsidiaries with, and to be advised as to the same by, its and their officers, all at such reasonable times and intervals as the Administrative Agent or any Lender may reasonably request.

     7.9. Compliance with Laws, Contracts, Licenses, and Permits. Except as would not reasonably be expected to result in a Material Adverse Effect, the Borrower will, and will cause each of its Subsidiaries to, comply with (a) the applicable laws and regulations wherever its business is conducted, including all Environmental Laws, (b) the provisions of its Governing Documents, (c) all agreements and instruments by which it or any of its properties may be bound and (d) all applicable decrees, orders, and judgments. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower or any of its Subsidiaries may fulfill any of its obligations hereunder or any of the other Loan Documents, the Borrower will, or (as the case may be) will cause such Subsidiary to, immediately take or cause to be taken all reasonable steps within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Administrative Agent and the Lenders with evidence thereof.

     7.10. Use of Proceeds and Margin Stock.

     7.10.1. General. The Borrower shall use proceeds of the Loans for working capital and other lawful corporate purposes and to fund repurchases of shares of Capital Stock of the Borrower and acquisitions. The Borrower will obtain Letters of Credit solely for working capital and general corporate purposes.

     7.10.2. Regulations U and X. The Borrower covenants and agrees that no portion of any Loan shall be used, and no portion of any Letter of Credit shall be obtained, for the purpose of purchasing or carrying any “margin security” or “margin stock” as such terms are used in Regulations U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224, to the extent that such use would be in violation of Regulation U and/or X.

     7.10.3. Miscellaneous. Notwithstanding anything herein or in any other Loan Document, there shall be no restrictions on the sale, pledge or disposition of any margin stock (as defined in §7.10.2) or any other restriction or limitation that would cause

- 64 -

margin stock (as defined in §7.10.2) to indirectly secure the Loans or Letters of Credit hereunder (within the meaning of Regulation U).

     7.11. Further Assurances. The Borrower will, and will cause each of its Subsidiaries to, cooperate with the Lenders and the Administrative Agent and execute such further instruments and documents as the Lenders or the Administrative Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Credit Agreement and the other Loan Documents.

     7.12. Pari Passu. The Borrower shall ensure that its obligations under the Loan Documents shall at all times rank at least pari passu with all of its other present and future unsecured and unsubordinated indebtedness with the exception of any obligations which are mandatorily preferred by applicable law and not by contract.

8. CERTAIN NEGATIVE COVENANTS.

     The Borrower covenants and agrees that, so long as any Revolving Credit Loan, Swing Line Loan, Unpaid Reimbursement Obligation or Letter of Credit is outstanding or any Lender has any obligation to make any Loans or the Fronting Bank has any obligations to issue, extend, amend or renew any Letters of Credit:

     8.1. Restrictions on Indebtedness.

     8.1.1. Restrictions on Guarantees. The Borrower will not, and will not permit any of its Subsidiaries to, Guarantee the indebtedness or other obligations of any other Person; provided, however, the Borrower and its Subsidiaries may Guarantee the indebtedness or other obligations of the Borrower or Subsidiaries of the Borrower; provided, however, if, at any time prior to the Final Maturity Date, any Subsidiary of the Borrower Guarantees any indebtedness of the Borrower, other than the indebtedness under this Credit Agreement, then such Subsidiary shall provide, within ten (10) days of entering into such Guarantee, to the Administrative Agent, for the benefit of the Lenders, a pari passu Guarantee of the Obligations plus Governing Documents and an incumbency certificate of such Subsidiary and a favorable legal opinion addressed to the Administrative Agent from legal counsel of such Subsidiary, each such document in form and substance satisfactory to the Administrative Agent (unless such other guaranteed indebtedness is subordinated to the Obligations, in which case the Subsidiary guaranty of the Obligations shall be senior).

     8.1.2. Restrictions on Borrowed Money Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries to, incur any Borrowed Money Indebtedness; provided, however, (a) the Borrower may incur Borrowed Money Indebtedness so long as the material terms of any Borrowed Money Indebtedness which is not Borrowed Money Indebtedness relating to the deferred purchase price of assets (other than trade payables incurred in the ordinary course of business) or in respect of any Synthetic Leases or any Capitalized Leases are no more restrictive with respect to covenants and events of default or other material terms than the terms and conditions set forth in this Credit Agreement with respect to the Obligations; (b) Subsidiaries of the Borrower may incur Borrowed

- 65 -

Money Indebtedness to the Borrower and its Subsidiaries to the extent permitted by §8.3 and (c) Subsidiaries of the Borrower may incur Borrowed Money Indebtedness to Persons other than the Borrower so long as at the time of entering into any such Borrowed Money Indebtedness the aggregate amount outstanding of such Borrowed Money Indebtedness does not exceed ten percent (10.0%) of Consolidated Total Assets at such time.

     8.2. Restrictions on Liens. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (d) suffer to exist for a period of more than sixty (60) days after the same shall have been incurred any indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:

     (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing indebtedness owing by Subsidiaries of the Borrower to the Borrower;

     (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith by appropriate proceedings or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue or being contested in good faith by appropriate proceedings;

     (iii) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations, other than any Lien imposed by ERISA in excess of the Threshold Amount;

     (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;

     (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue;

- 66 -

     (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate has a Material Adverse Effect;

     (vii) Liens existing on the date hereof and listed on Schedule 8.2 hereto, including any renewals, refinancings and extensions thereof provided that (x) the aggregate amount of indebtedness secured by such Liens is not increased by any such renewal, refinancing or extension and (y) such indebtedness is not secured by any additional assets;

     (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof by the Borrower or such Subsidiary to secure purchase money indebtedness incurred in connection with the acquisition of such property or under any Capitalized Lease, which security interests or mortgages cover only the real or personal property so acquired; provided that such purchase money security interests in or purchase money mortgages do not secure an aggregate amount of purchase money indebtedness (including purchase money indebtedness incurred under any Capitalized Lease) in excess of ten percent (10%) of Consolidated Total Assets at such time, which such indebtedness is also permitted hereunder;

     (ix) Liens on the Borrower’s common stock held in Treasury; and

     (x) other Liens not otherwise permitted hereunder, provided that such Liens do not secure indebtedness in an aggregate amount outstanding or committed in excess of five percent (5%) of Consolidated Total Assets at such time, which such indebtedness is also permitted hereunder.

     8.3. Restrictions on Investments. The Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in:

     (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the Borrower;

     (b) demand deposits, certificates of deposit, bank acceptances and time deposits of (i) United States banks or trust companies having total assets in excess of $1,000,000,000, (ii) any Lender or (iii) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the “OECD”), or a political subdivision of such country, and having total assets in excess of $1,000,000,000, provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is a member of the OECD;

- 67 -

     (c) securities commonly known as “commercial paper” issued by a corporation organized and existing under the laws of the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than “P-2” if rated by Moody’s, and not less than “A-2” if rated by S&P;

     (d) repurchase agreements with respect to securities described in clause (a) above entered into with an office of a bank or trust company meeting the criteria specified in clause (b) above;

     (e) money market funds which invest only in securities described in clauses (a), (b), (c) and (d) above;

     (f) Investments existing on the date hereof and listed on the consolidating balance sheet of the Borrower and its Subsidiaries as of the Balance Sheet Date;

     (g) Investments by the Borrower or any of its Subsidiaries consisting of a Permitted Acquisition;

     (h) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by §8.5.2;

     (i) Investments consisting of loans and advances to employees not to exceed $5,000,000 in the aggregate at any time outstanding;

     (j) sales of inventory among the Borrower and its Subsidiaries in the ordinary course of business;

     (k) Investments consisting of taxable or tax exempt securities issued by any state of the United States or any political subdivision of such state which at the time of purchase have been rated and the ratings for which are not less than “A2” if rated by Moody’s, and not less than “A” if rated by S&P; and

     (l) other Investments not otherwise permitted hereunder, provided that the aggregate amount of all such Investments outstanding at any time shall not exceed five percent (5%) of Consolidated Total Assets at such time.

     8.4. Restricted Payments. The Borrower will not make any Restricted Payments except that the Borrower may make Restricted Payments so long as, on the date that the Borrower declares, commits to or makes (in the case of payments not previously declared or committed to) any such Restricted Payment, no Default or Event of Default has occurred and is continuing or would result therefrom. Notwithstanding anything herein to the contrary, this §8.4 shall not restrict the Borrower’s ability to retire shares of its common stock held in Treasury.

     8.5. Merger, Consolidation, Disposition of Assets, and Fundamental Changes.

     8.5.1. Mergers and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, become a party to any merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the

- 68 -

ordinary course of business consistent with past practices or the acquisition of shares of common stock of the Borrower) except:

     (a) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower, or the merger, amalgamation or consolidation of two or more Subsidiaries of the Borrower; or

     (b) the acquisition of stock or other securities of, or any assets of, any Person, provided that:

     (i) no Default or Event of Default has occurred and is continuing or would result from such acquisition;

     (ii) such Person is in the same line of business as the Borrower and its Subsidiaries or a related business;

     (iii) the board of directors and (if required by applicable law) the shareholders, or the equivalent thereof, of the business to be acquired has approved such acquisition;

     (iv) not less than ten (10) days prior to the consummation of such acquisition, the Borrower shall have delivered to the Administrative Agent written notice of such acquisition, which notice shall provide the Administrative Agent with a reasonably detailed description of such acquisition;

     (v) not less than ten (10) days prior to the consummation of the proposed acquisition, the Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating compliance with the financial covenants set forth in §9 after giving effect to such acquisition; and

     (vi) in the event that any proposed acquisition involves a merger or consolidation, the Borrower shall be the continuing or surviving Person in such merger or consolidation.

     8.5.2. Disposition of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, become a party to or agree to or effect any disposition of assets, other than (a) (i) the sale of inventory, (ii) the licensing of intellectual property and (iii) the disposition of assets, in each case in the ordinary course of business consistent with past practices, (b) the disposition of shares of common stock of the Borrower, and (c) Asset Sales (including sale leaseback transactions); provided that in the case of any such Asset Sale, (i) no Default or Event of Default shall have occurred and be continuing or would result from such Asset Sale and (ii) the total net book value of the assets sold or otherwise disposed of in connection with all Asset Sales, over the term of this Credit Agreement, shall not exceed an aggregate amount equal to ten percent (10%) of Consolidated Total Assets as of the end of the Borrower’s prior fiscal year. Notwithstanding anything herein to the contrary, except for Permitted Factoring Transactions, the Borrower shall not, and shall not permit any of its Subsidiaries to, sell or otherwise transfer (A) accounts or general intangibles for money due or to become

- 69 -

due, (B) chattel paper, instruments or documents creating or evidencing a right to payment of money or (C) other receivables (collectively “receivables”), whether pursuant to a purchase facility or otherwise, other than in connection with the disposition of the business operations of such Person relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement.

     8.5.3. Fundamental Changes. The Borrower will not, and will not permit any of its Subsidiaries to, dissolve or liquidate; provided that Subsidiaries of the Borrower may dissolve or be liquidated into the Borrower or other Subsidiaries of the Borrower if no Default or Event of Default exists at the time of such dissolution or liquidation, and such dissolution or liquidation will not result in an Event of Default hereunder.

     8.6. Derivative Transactions. The Borrower will not, and will not permit any of its Subsidiaries to, incur or permit to exist any Derivative Transactions except in connection with the management of interest rate fluctuation risks and currency and commodity risks of the Borrower or its Subsidiaries in the ordinary course of business. Notwithstanding the foregoing, the Borrower or any of its Subsidiaries may incur or permit to exist Derivative Transactions not otherwise permitted hereunder so long as the aggregate amount of the obligations of the Borrower or such Subsidiary under such Derivative Transactions shall not exceed $10,000,000 at any time. The amount of any obligations at any time of determination represented under any Derivative Transaction shall be the maximum amount of any termination or loss payment required to be paid by such Person if such Derivative Transaction were, at the time of determination, to be terminated by reason of any event of default or early termination event thereunder, whether or not such event of default or early termination event has in fact occurred.

     8.7. Business Activities. The Borrower will not, and will not permit any of its Subsidiaries to, engage in any type of business other than the businesses conducted by them on the Closing Date and in related businesses. At no time shall more than fifty percent (50%) of Consolidated Net Income be derived from royalties on account of licensing the “Timberland” brand.

     8.8. Fiscal Year. The Borrower will not, and will not permit any of its Subsidiaries to, change the date of the end of its fiscal year from December 31 of each year.

     8.9. Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, engage in any transaction with any Affiliate (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such Affiliate or, to the knowledge of the Borrower, any corporation, partnership, trust or other entity in which any such Affiliate has a substantial interest or is an officer, director, trustee or partner, on terms more favorable to such Person than would have been obtainable on an arm’s-length basis in the ordinary course of business.

- 70 -

9. FINANCIAL COVENANTS.

     The Borrower covenants and agrees that, so long as any Revolving Credit Loan, Swing Line Loan, Unpaid Reimbursement Obligation or Letter of Credit is outstanding or any Lender has any obligation to make any Loans or the Fronting Bank has any obligation to issue, extend, amend or renew any Letters of Credit:

     9.1. Fixed Charge Coverage Ratio. As of the end of any fiscal quarter, the Fixed Charge Coverage Ratio for the Reference Period then ended shall not be less than 2.25:1.00.

     9.2. Leverage Ratio. As of the end of any fiscal quarter, the Leverage Ratio for the Reference Period then ended shall not exceed 2.00:1.00; provided that the Leverage Ratio shall be calculated on a Pro Forma Basis for the fiscal quarter in which an acquisition or disposition permitted hereunder occurs and the three fiscal quarters following such acquisition or disposition.

10. CLOSING CONDITIONS.

     The obligations of the Lenders to make the initial Revolving Credit Loans, the Swing Line Lender to make the initial Swing Line Loans and of the Fronting Bank to issue, extend, amend or renew any initial Letters of Credit shall be subject to the satisfaction of the following conditions precedent on or prior to April 26, 2011:

     10.1. Loan Documents. Each of the Loan Documents shall have been duly executed and delivered by the respective parties thereto, shall be in full force and effect and shall be in form and substance satisfactory to the Administrative Agent, the Lead Arranger and each of the Lenders. The Administrative Agent shall have received a fully executed copy of each such document.

     10.2. Certified Copies of Governing Documents. The Administrative Agent, on behalf of each of the Lenders, shall have received from the Borrower a copy, certified by a duly authorized officer of such Person to be true and complete on the Closing Date, of each of its Governing Documents as in effect on such date of certification.

     10.3. Corporate or Other Action. All corporate (or other) action necessary for the valid execution, delivery and performance by the Borrower of this Credit Agreement and the other Loan Documents shall have been duly and effectively taken, and evidence thereof satisfactory to the Lenders shall have been provided to the Administrative Agent on behalf of the Lenders.

     10.4. Incumbency Certificate. The Administrative Agent, on behalf of each of the Lenders, shall have received from the Borrower an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of such Person, each of the Loan Documents to which such Person is or is to become a party; (b) to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

- 71 -

     10.5. Compliance Certificate. The Administrative Agent, on behalf of each of the Lenders, shall have received from the Borrower a duly completed Compliance Certificate (as defined in the Existing Credit Agreement) as of the last day of the fiscal quarter of the Borrower ended on December 31, 2010, signed by a duly authorized officer of the Borrower.

     10.6. Opinion of Counsel. The Administrative Agent, on behalf of each of the Lenders, shall have received a favorable legal opinion addressed to the Lenders and the Administrative Agent, dated as of the Closing Date, in form and substance satisfactory to the Lenders, the Lead Arranger and the Administrative Agent, from Pierce Atwood LLP, counsel to the Borrower and its Subsidiaries.

     10.7. Repayment of Loans and Fees under Existing Credit Agreement. The Borrower shall have paid to the Administrative Agent any loans that are outstanding under the Existing Credit Agreement and any fees relating thereto that are due and payable for the period prior to the Closing Date.

     10.8. Payment of Fees. The Borrower shall have paid to the Lenders or the Administrative Agent, as appropriate, the Fees pursuant to §§5.1 and 5.2.

     Without limiting the generality of the provisions of the last paragraph of §13.3, for purposes of determining compliance with the conditions specified in this §10, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

11. CONDITIONS TO ALL BORROWINGS.

     The obligations of the Lenders to make any Revolving Credit Loan, the Swing Line Lender to make any Swing Line Loan and of the Fronting Bank to issue, extend, amend or renew any Letter of Credit, in each case whether on or after the Closing Date, shall also be subject to the satisfaction of the following conditions precedent:

     11.1. Representations True; No Event of Default. Each of the representations and warranties of any of the Borrower and its Subsidiaries contained in this Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Credit Agreement shall be true as of the date as of which they were made and shall also be true at and as of the time of the making of such Loan or the issuance of such Letter of Credit, with the same effect as if made at and as of that time (except (a) to the extent of changes either (i) resulting from transactions contemplated or not prohibited by this Credit Agreement and the other Loan Documents or (ii) changes occurring in the ordinary course of business that singly or in the aggregate do not constitute a Material Adverse Effect, and (b) to the extent that such representations and warranties relate expressly to an earlier date) and no Default or Event of Default shall have occurred and be continuing or would result from the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent shall have received a certificate of the Borrower signed by an authorized officer of the Borrower to such effect.

- 72 -

     11.2. No Legal Impediment. No change shall have occurred in any law or regulations thereunder or interpretations thereof that in the reasonable opinion of any Lender would make it illegal for such Lender to make such Loan or to participate in the issuance, amendment, extension or renewal of such Letter of Credit or in the reasonable opinion of the Fronting Bank would make it illegal for the Fronting Bank to issue, extend or renew such Letter of Credit.

     11.3. Proceedings and Documents. All proceedings in connection with the transactions contemplated by this Credit Agreement, the other Loan Documents and all other documents incident thereto shall be satisfactory in substance and in form to the Lenders and to the Administrative Agent and the Administrative Agent’s Special Counsel, and the Lenders, the Administrative Agent and such counsel shall have received all information and such counterpart originals or certified or other copies of such documents as the Administrative Agent may reasonably request.

     11.4. Alternative Currency. In the case of a Letter of Credit Borrowing to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Fronting Bank would make it impracticable for such Letter of Credit to be denominated in the relevant Alternative Currency.

12. EVENTS OF DEFAULT; ACCELERATION; ETC.

     12.1. Events of Default and Acceleration. If any of the following events (“Events of Default”) shall occur and be continuing:

     (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;

     (b) the Borrower or any of its Subsidiaries shall fail to pay any interest on the Loans, any Fees, or other sums due hereunder or under any of the other Loan Documents, within three (3) Business Days after the same shall have become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment,;

     (c) the Borrower shall fail to comply with any of its covenants contained in §§7.3(a), (b) or (c), the first sentence of 7.5, 7.9, 7.10, 8 or 9;

     (d) the Borrower or any of its Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this §12.1) for thirty (30) days after written notice of such failure has been given to the Borrower by the Administrative Agent;

     (e) any representation or warranty of the Borrower or any of its Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall

- 73 -

prove to have been false in any material respect upon the date when made or deemed to have been made or repeated;

     (f) the Borrower or any of its Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any obligation for borrowed money or credit received or in respect of any Capitalized Leases or any Synthetic Leases, individually or in the aggregate which exceeds $25,000,000 (“Material Debt”), or fail to observe or perform any material term, covenant or agreement contained in any agreement for Material Debt as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof, or any such holder or holders shall rescind or shall have a right to rescind the purchase of any such obligations constituting Material Debt;

     (g) the Borrower or any of its Subsidiaries shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of its Subsidiaries or of any substantial part of the assets of the Borrower or any of its Subsidiaries or shall commence any case or other proceeding relating to the Borrower or any of its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower or any of its Subsidiaries and the Borrower or any of its Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within sixty (60) days following the filing thereof;

     (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of its Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any Subsidiary of the Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted, which shall not have been dismissed or stayed within sixty (60) days after the filing thereof;

     (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days, whether or not consecutive, any final judgment against the Borrower or any of its Subsidiaries that, with other outstanding final judgments, undischarged, against the Borrower or any of its Subsidiaries exceeds in the aggregate $15,000,000;

     (j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Lenders required thereby, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of its Subsidiaries party thereto or any of their respective stockholders, or any court or any

- 74 -

other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof;

     (k) (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

     (l) a Change of Control shall occur.

then, and in any such event, so long as the same may be continuing, the Administrative Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in §§12.1(g) or 12.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Administrative Agent or any Lender.

     12.2. Termination of Commitments. If any one or more of the Events of Default specified in §12.1(g) or §12.1(h) shall occur, any unused portion of the credit hereunder shall forthwith terminate and each of the Lenders shall be relieved of all further obligations to make Loans to the Borrower and the Fronting Bank shall be relieved of all further obligations to issue, extend, amend or renew Letters of Credit. If any other Event of Default shall have occurred and be continuing, the Administrative Agent may and, upon the request of the Required Lenders, shall, by notice to the Borrower, (i) terminate the unused portion of the credit hereunder, and upon such notice being given such unused portion of the credit hereunder shall terminate immediately and each of the Lenders shall be relieved of all further obligations to make Loans and the Fronting Bank shall be relieved of all further obligations to issue, extend, amend or renew Letters of Credit and (ii) require the Borrower to Cash Collateralize the Maximum Drawing Amount of the outstanding Letters of Credit and the Unpaid Reimbursement Obligations. No termination of the credit hereunder shall relieve the Borrower or any of its Subsidiaries of any of the Obligations.

     12.3. Remedies. In case any one or more of the Events of Default shall have occurred and be continuing, and whether or not the Lenders shall have accelerated the maturity of the Loans pursuant to §12.1, each Lender, if owed any amount with respect to the Loans or the Reimbursement Obligations, may, with the consent of the Required Lenders but not otherwise, proceed to protect and enforce its rights by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this

- 75 -

Credit Agreement and the other Loan Documents or any instrument pursuant to which the Obligations to such Lender are evidenced, including as permitted by applicable law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of such Lender. No remedy herein conferred upon any Lender, the Administrative Agent or any Fronting Bank or purchaser of any Letter of Credit Participation is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law.

13. THE ADMINISTRATIVE AGENT.

     13.1. Appointment and Authority. Each of the Lenders and the Fronting Bank hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this §13 are solely for the benefit of the Administrative Agent, the Lenders and the Fronting Bank, and the Borrower shall not have rights as a third party beneficiary of any of such provisions.

     13.2. Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

     13.3. Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:

     (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

     (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and

- 76 -

     (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

     The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in §§ 12.2, 12.3 and 15.12) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Lender or the Fronting Bank.

     The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Credit Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Credit Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in §§ 10 and 11 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

     13.4. Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Fronting Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or the Fronting Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or the Fronting Bank prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

     13.5. Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this §13 shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any

- 77 -

such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

     13.6. Payments.

     13.6.1. Payments to Administrative Agent. A payment by the Borrower to the Administrative Agent hereunder or any of the other Loan Documents for the account of any Lender shall constitute a payment to such Lender. The Administrative Agent agrees promptly to distribute to each Lender such Lender’s pro rata share of payments received by the Administrative Agent for the account of the Lenders except as otherwise expressly provided herein or in any of the other Loan Documents.

     13.6.2. Distribution by Administrative Agent. If in the reasonable opinion of the Administrative Agent the distribution of any amount received by it in such capacity hereunder, under any of the other Loan Documents might involve it in liability, it may refrain from making distribution until its right to make distribution shall have been adjudicated by a court of competent jurisdiction. To the extent that the Administrative Agent refrains from making any distribution hereunder, it shall make reasonable efforts to invest any such funds held by it in appropriate short-term investments for the benefit of the Lenders. If a court of competent jurisdiction shall adjudge that any amount received and distributed by the Administrative Agent is to be repaid, each Person to whom any such distribution shall have been made shall either repay to the Administrative Agent its proportionate share of the amount so adjudged to be repaid or shall pay over the same in such manner and to such Persons as shall be determined by such court.

     13.7. Purchasers of Letter of Credit Participations. The Fronting Bank and the Administrative Agent may deem and treat the purchaser of any Letter of Credit Participation as the absolute purchaser thereof for all purposes hereof until it shall have been furnished in writing with a different name by a subsequent holder, assignee or transferee.

     13.8. Indemnity. The Lenders ratably agree hereby to indemnify and hold harmless the Administrative Agent and its affiliates from and against any and all claims, actions and suits (whether groundless or otherwise), losses, damages, costs, expenses (including any reasonable out-of-pocket expenses for which the Administrative Agent or such affiliate has not been reimbursed by the Borrower as required by §15.2), and liabilities of every nature and character arising out of or related to this Credit Agreement or any of the other Loan Documents or the transactions contemplated or evidenced hereby or thereby, or the Administrative Agent’s actions taken hereunder or thereunder, except to the extent that any of the same shall be directly caused by the Administrative Agent’s bad faith, willful misconduct or gross negligence.

     13.9. Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Fronting Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and the Fronting Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as

- 78 -

it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

     13.10. Resignation of Administrative Agent. The Administrative Agent may resign at any time by giving forty-five (45) days prior written notice thereof to the Lenders, the Fronting Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent reasonably acceptable to the Borrower. Such successor shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Fronting Bank, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Fronting Bank under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Fronting Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this §13 and §§ 15.2 and 15.3, shall continue in effect, in accordance with their respective terms, for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

     Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as Fronting Bank and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Fronting Bank and Swing Line Lender, (b) the retiring Fronting Bank and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Fronting Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make

- 79 -

other arrangements satisfactory to the retiring Fronting Bank to effectively assume the obligations of the retiring Fronting Bank with respect to such Letters of Credit.

     13.11. Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or other judicial, administrative or like proceeding or any assignment for the benefit of creditors relative to the Borrower or any of its Subsidiaries, the Administrative Agent (irrespective of whether the principal of any Loan, Reimbursement Obligation or Unpaid Reimbursement Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding, under any such assignment or otherwise

     (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Reimbursement Obligations or Unpaid Reimbursement Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Fronting Bank and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Fronting Bank and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Fronting Bank and the Administrative Agent under §§2.2, 4.6, 5.1, 5.2 and 15.2) allowed in such proceeding or under any such assignment; and

     (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding or under any such assignment is hereby authorized by each Lender and the Fronting Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Fronting Bank, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under §§2.2, 4.6, 5.1, 5.2 and 15.2.

     Nothing contained herein shall authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the Fronting Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations owed to such Lender or the rights of any Lender or the Fronting Bank to authorize the Administrative Agent to vote in respect of the claim of any Lender or the Fronting Bank in any such proceeding or under any such assignment.

     13.12. Notification of Defaults and Events of Default. Each Lender hereby agrees that, upon receiving written notice by the Borrower of the existence of a Default or an Event of Default, it shall promptly notify the Administrative Agent thereof. The Administrative Agent hereby agrees that upon receipt of any notice under this §13.12 it shall promptly notify the other Lenders of the existence of such Default or Event of Default.

- 80 -

     13.13. No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Sole Book Manager, the Lead Arranger, the Syndication Agent or the Co-Documentation Agents identified on the cover page hereof shall have any powers, duties or responsibilities under this Credit Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the Fronting Bank hereunder.

14. ASSIGNMENT AND PARTICIPATION.

     14.1. Conditions to Assignment Generally. The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of §14.2, (ii) by way of participation in accordance with the provisions of §14.4, (iii) by way of pledge or assignment of a security interest subject to the restrictions of §14.6, or (iv) to a SPC in accordance with the provisions of §14.8 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in §14.4 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Fronting Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

     14.2. Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this §14.2, participations in Letter of Credit Participations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

     14.2.1. Minimum Amounts.

     (a) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

     (b) in any case not described in clause (a) of this subsection, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Acceptance, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee

- 81 -

Group and concurrent assignments from members of an Assignee Group to a single assignee (or to an assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

     14.2.2. Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assigned, except that this §14.2.2 shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans;

     14.2.3. Required Consents. No consent shall be required for any assignment except to the extent required by §14.2.1(b) and, in addition:

     (a) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (i) an Event of Default has occurred and is continuing at the time of such assignment or (ii) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;

     (b) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Person or an Approved Fund with respect to such Person;

     (c) the consent of the Fronting Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment; and

     (d) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.

     14.2.4. Assignment and Acceptance. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee (the “Assignment Fee”) in the amount of $3,500 for each assignment; provided, however, that the Borrower shall not be responsible for paying the Assignment Fee, and provided further that the Administrative Agent may, in its sole discretion, elect to waive such Assignment Fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

     14.2.5. No Assignment to Borrower. No such assignment shall be made to the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

     14.2.6. No Assignment to Natural Persons. No such assignment shall be made to a natural person.

     14.2.7. No Assignment to Defaulting Lenders. No such assignment shall be made to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary of a Defaulting Lender.

- 82 -

     14.2.8. Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to §14.3, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of §§ 5.3.3, 5.7, 5.8 and 15.2 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this subsection shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with §14.4.

     14.3. Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and Letter of Credit Participations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection

- 83 -

by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

     14.4. Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in Letter of Credit Participations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in §15.12(a) that affects such Participant. Subject to §14.5, the Borrower agrees that each Participant shall be entitled to the benefits of §§ 5.3.3, 5.7 and 5.8 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to §14.2. To the extent permitted by law, each Participant also shall be entitled to the benefits of §15.1 as though it were a Lender, provided such Participant agrees to be subject to §13.6 as though it were a Lender.

     14.5. Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under §5.3.3 or §5.7 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Lender shall be permitted to sell participations with voting rights, provided that the voting rights of a Participant shall be limited to approval of those matters pursuant to §15.12(a) that directly affect the Participant. A Participant that would be a Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of §5.3.3 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with §5.3.4 as though it were a Lender.

     14.6. Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Credit Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

     14.7. Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Acceptance shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be

- 84 -

of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

     14.8. Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (a “SPC”) of such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Revolving Credit Loan that such Granting Lender would otherwise be obligated to make the Borrower pursuant to §§ 2.1 and 3.4.2, provided that (a) nothing herein shall constitute a commitment to make any Revolving Credit Loan by any SPC and (b) if a SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Revolving Credit Loan pursuant to the terms hereof. In the event of any such grant to a SPC by a Granting Lender, such Granting Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender’s rights and obligations under this Credit Agreement. The making of a Revolving Credit Loan by a SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Revolving Credit Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any payment under this Credit Agreement for which a Granting Lender would otherwise be liable. In furtherance of the foregoing, each party hereto hereby agrees that, prior to the date that is one (1) year and one (1) day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPC and (ii) the Final Maturity Date, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any State thereof. In addition, notwithstanding anything to the contrary contained in this §14.8, any SPC may (i) with notice to, but without the prior written consent of, the Borrower or the Administrative Agent, assign all or a portion of its interests in any Revolving Credit Loans to its Granting Lender or to any financial institutions providing liquidity and/or credit facilities to or for the account of such SPC to fund the Revolving Credit Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Revolving Credit Loans and (ii) disclose on a confidential basis any non-public information relating to its Revolving Credit Loans (other than financial statements referred to in §§6.3 or 7.3) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. In no event shall the Borrower be obligated to pay to a SPC that has made a Revolving Credit Loan any greater amount than the Borrower would have been obligated to pay under this Credit Agreement if the Granting Lender had made such Revolving Credit Loan.

     14.9. Resignation as Fronting Bank or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to §14.2 above, Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as Fronting Bank and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such

- 85 -

resignation as Fronting Bank or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Fronting Bank or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as Fronting Bank or Swing Line Lender, as the case may be. If Bank of America resigns as Fronting Bank, it shall retain all the rights, powers, privileges and duties of the Fronting Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Fronting Bank and all Letter of Credit Participations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in the Unpaid Reimbursement Obligations pursuant to §4.2). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to §3.3. Upon the appointment of a successor Fronting Bank and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Fronting Bank or Swing Line Lender, as the case may be, and (b) the successor Fronting Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

15. PROVISIONS OF GENERAL APPLICATIONS.

     15.1. Setoff. Regardless of the adequacy of any collateral, if any of the Obligations are due and payable and have not been paid or any Event of Default shall have occurred, any deposits or other sums credited by or due from any of the Lenders to the Borrower and any securities or other property of the Borrower in the possession of such Lender may be applied to or set off by such Lender without further notice to the Borrower against the payment of Obligations whether direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to such Lender; provided however that such Lender shall advise the Borrower and the Administrative Agent promptly after making any set off; provided that failure to give such notice shall not affect the validity of such setoff, and provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of §2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. ANY AND ALL RIGHTS TO REQUIRE ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the Lenders agrees with each other Lender that if any Lender shall receive from the Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the claim constituting the Obligations owed to such Lender by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization,

- 86 -

liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply such amount to the payment of the Obligations owed to such Lender in excess of its ratable portion of the payments received by all of the Lenders with respect to the Obligations owed to all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

     15.2. Expenses. The Borrower agrees to pay (a) the reasonable costs of producing and reproducing this Credit Agreement, the other Loan Documents and the other agreements and instruments mentioned herein (but in any event not including any indirect charges such as overhead charges), (b) any taxes (including any interest and penalties in respect thereto) payable by the Administrative Agent, any Fronting Bank or any of the Lenders (other than taxes based upon the Administrative Agent’s, any Fronting Bank’s or any Lender’s net income) on or with respect to the transactions contemplated by this Credit Agreement (the Borrower hereby agreeing to indemnify the Administrative Agent, each Fronting Bank and each Lender with respect thereto), (c) the reasonable fees, expenses and disbursements of the Administrative Agent’s Special Counsel incurred in connection with the preparation, syndication, administration or interpretation of the Loan Documents and other instruments mentioned herein, each closing hereunder, any amendments, modifications, approvals, consents or waivers hereto or hereunder, or the cancellation of any Loan Document upon payment in full in cash of all of the Obligations or pursuant to any terms of such Loan Document for providing for such cancellation, (d) the fees, reasonable out-of-pocket expenses and disbursements of the Administrative Agent and the Lead Arranger or any of their affiliates incurred by the Administrative Agent, the Lead Arranger or such affiliate in connection with the preparation, syndication, administration or interpretation of the Loan Documents and other instruments mentioned herein (but in any event not including any indirect charges such as overhead charges), (e) all reasonable out-of-pocket expenses (including without limitation reasonable attorneys’ fees and costs, which attorneys may not be employees of any Lender, any Fronting Bank or the Administrative Agent, such fees and costs being limited to the fees and costs of one firm of outside legal counsel for the Administrative Agent, one firm of outside legal counsel for the Lenders and such local counsel for the Administrative Agent as may be necessary under the circumstances (except that such limitation on the number of firms shall not apply in the event of a material conflict of interest), and reasonable consulting, accounting, appraisal, investment bankruptcy and similar professional fees and charges but in any event not including any indirect charges such as overhead charges) incurred by any Lender, any Fronting Bank or the Administrative Agent in connection with (i) the enforcement of or preservation of rights under any of the Loan Documents against the Borrower or any of its Subsidiaries or the administration thereof after the occurrence of a Default or Event of Default and (ii) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to any Lender’s, any Fronting Bank’s or the Administrative Agent’s relationship with the Borrower or any of its Subsidiaries and (f) all reasonable fees, expenses and disbursements of any Lender or the Administrative Agent incurred in connection with UCC searches made on or prior to the Closing Date and after the occurrence and during the continuance of any Event of Default (but in

- 87 -

any event not including any indirect charges such as overhead charges). The covenants contained in this §15.2 shall survive payment or satisfaction in full of all other Obligations.

     15.3. Indemnification. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Lead Arranger and the Fronting Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of one firm of outside legal counsel for the Administrative Agent, one firm of outside legal counsel for the Lenders and such local counsel for the Administrative Agent as may be necessary under the circumstances, except that such limitation on the number of firms shall not apply in the event of a material conflict of interest) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Fronting Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for (i) breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document or (ii) gross negligence or willful misconduct by such Indemnitee, in each case, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

     15.4. Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the Fronting Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Credit Agreement or any other Loan Document or the

- 88 -

enforcement of rights hereunder or thereunder, to the extent required for such purposes, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Credit Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the Fronting Bank or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower.

     For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Fronting Bank on a non-confidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof (other than Borrower Materials, which shall be addressed as provided in §7.3), such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall exercise the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

     Each of the Administrative Agent, the Lenders and the Fronting Bank acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws.

     15.5. Survival of Covenants, Etc. All covenants, agreements, representations and warranties made herein, in any of the other Loan Documents or in any documents or other papers delivered by or on behalf of the Borrower or any of its Subsidiaries pursuant hereto shall be deemed to have been relied upon by the Lenders, the Fronting Bank(s) and the Administrative Agent, notwithstanding any investigation heretofore or hereafter made by any of them, and shall survive the making by the Lenders of any of the Loans and the issuance, extension, amendment or renewal of any Letters of Credit, as herein contemplated, and shall continue in full force and effect so long as any Letter of Credit or any amount due under this Credit Agreement or any of the other Loan Documents remains outstanding or any Lender has any obligation to make any Loans or the Fronting Bank has any obligation to issue, extend, amend or renew any Letter of Credit, and for such further time as may be otherwise expressly specified in this Credit Agreement.

     15.6. Notices.

     15.6.1. Notices Generally. Except as otherwise expressly provided in this Credit Agreement (and except as provided in §15.6.2 below), all notices and other communications made or required to be given pursuant to this Credit Agreement or any Letter of Credit Applications shall be in writing and shall be delivered in hand, mailed by United States registered or certified first class mail, postage prepaid, sent by overnight

- 89 -

courier, or sent by telecopy or facsimile and confirmed by delivery via courier or postal service, addressed as follows:

     (a) if to the Borrower, at 200 Domain Drive, Stratham, New Hampshire 03885, Attention: Gregory Saltzberg, Vice President and Treasurer, or at such other address for notice as the Borrower shall last have furnished in writing to the Person giving the notice, with a copy to (i) General Counsel, The Timberland Company, 200 Domain Drive, Stratham, New Hampshire and (ii) Pierce Atwood LLP, One Monument Square, Portland, ME 04101, Attention: Keith Cunningham;

     (b) if to the Administrative Agent, at the address specified on Schedule 15.6, or such other address for notice as the Administrative Agent shall last have furnished in writing to the Person giving the notice, with a copy to Amy Kyle, Bingham McCutchen LLP, One Federal Street, Boston, Massachusetts 02110;

     (c) if to any Fronting Bank, at such Fronting Bank’s address set forth on Schedule 1 hereto, or such other address for notice as such Fronting Bank shall have last furnished in writing to the Person giving the notice; and

     (d) if to any Lender, at such Lender’s address set forth on Schedule 1 hereto, or such other address for notice as such Lender shall have last furnished in writing to the Person giving the notice.

Any such notice or demand shall be deemed to have been duly given or made and to have become effective (i) if delivered by hand, overnight courier or facsimile to a responsible officer of the party to which it is directed, at the time of the receipt thereof by such officer or the sending of such facsimile and (ii) if sent by registered or certified first-class mail, postage prepaid, on the third Business Day following the mailing thereof.

     15.6.2. Electronic Communications. Any notice or other communication to be made hereunder or under any Letter of Credit Applications, even if otherwise required to be in writing under other provisions of this Credit Agreement, may alternatively be made in an electronic record transmitted electronically under such authentication and other procedures as the parties hereto may from time to time agree in writing (but not an electronic record), and such electronic transmission shall be effective at the time set forth in such procedures. Unless otherwise expressly provided in such procedures, such an electronic record shall be equivalent to a writing under the other provisions of this Credit Agreement or any Letter of Credit Applications, and such authentication, if made in compliance with the procedures so agreed by the parties hereto in writing (but not an electronic record), shall be equivalent to a signature under the other provisions of this Credit Agreement or any Letter of Credit Applications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal

- 90 -

business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received by any Lender upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

     15.6.3. The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the Fronting Bank or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, the Fronting Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

     15.6.4. Reliance by Administrative Agent, Fronting Bank and Lenders. The Administrative Agent, the Fronting Bank and the Lenders shall be entitled to rely and act upon any notices which the Administrative Agent, the Fronting Bank and/or the Lenders, as applicable, believe in good faith to have been given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, the Fronting Bank, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

     15.7. Governing Law. THIS CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED THEREIN, EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE STATE OF NEW

- 91 -

YORK AND SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW §5-1401, BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN §15.6. THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

     15.8. Headings. The captions in this Credit Agreement are for convenience of reference only and shall not define or limit the provisions hereof.

     15.9. Counterparts. This Credit Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when executed and delivered shall be an original, and all of which together shall constitute one instrument. Delivery by facsimile by any of the parties hereto of an executed counterpart hereof or of any amendment or waiver hereto shall be as effective as an original executed counterpart hereof or of such amendment or waiver and shall be considered a representation that an original executed counterpart hereof or such amendment or waiver, as the case may be, will be delivered.

     15.10. Entire Agreement, Etc. The Loan Documents and any other documents executed in connection herewith or therewith express the entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Credit Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in §15.12.

     15.11. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE WAIVERS IN THIS §15.11 AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. Except as prohibited by law, the Borrower hereby waives any right it may have to claim or recover in any litigation referred to in this §15.11 any (a) consequential damages or any damages other than, or in addition to, actual damages (other than as a result of

- 92 -

the Administrative Agent’s, any Fronting Bank’s or any Lender’s bad faith, gross negligence or willful misconduct) and (b) special, exemplary or punitive damages.

     15.12. Consents, Amendments, Waivers, Etc. Any consent or approval required or permitted by this Credit Agreement to be given by the Lenders may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Required Lenders. Notwithstanding the foregoing, no amendment, modification or waiver shall:

     (a) without the written consent of the Borrower and each Lender directly affected thereby:

     (i) reduce or forgive the principal amount of any Revolving Credit Loans or Reimbursement Obligations, or reduce the rate of interest on the Revolving Credit Loans or the amount of the Facility Fee or Letter of Credit Fees, (other than interest accruing pursuant to §5.9.2 following the effective date of any waiver by the Required Lenders of the Default or Event of Default relating thereto);

     (ii) increase the amount of such Lender’s Commitment or extend the expiration date of such Lender’s Commitment; and

     (iii) postpone or extend the Final Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, the Revolving Credit Loans or Reimbursement Obligations or any Fees or other amounts payable to such Lender (it being understood that (A) a waiver of the application of the default rate of interest pursuant to §5.9.2, and (B) any vote to rescind any acceleration made pursuant to §12.1 of amounts owing with respect to the Revolving Credit Loans and other Obligations shall require only the approval of the Required Lenders);

     (b) without the written consent of all of the Lenders, amend or waive (i) provisions of this §15.12 which require the consent of all of the Lenders or (ii) the definition of “Required Lenders”;

     (c) without the written consent of the Swing Line Lender, amend or waive §3, the amount or time of payment of the Swing Line Loans or any other provision adversely affecting the obligations of the Swing Line Lender with respect to Swing Line Loans;

     (d) without the written consent of the Administrative Agent, amend or waive §13, the amount or time of payment of the Administrative Agency Fee payable for the Administrative Agent’s account or any other provision adversely affecting the rights or obligations of the Administrative Agent;

- 93 -

     (e) without the written consent of the Fronting Bank, amend or waive any Letter of Credit Fees payable for the Fronting Bank’s account or any provision adversely affecting the obligations of the Fronting Bank with respect to Letters of Credit; or

     (f) without the written consent of each Lender, amend §1.3 or the definition of “Alternative Currency”.

No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Administrative Agent, any Fronting Bank or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than the Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender, and (y) any waiver, amendment, or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

     15.13. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Lead Arranger, on the other hand, and the Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, the Administrative Agent and Lead Arranger each is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person; (iii) neither the Administrative Agent nor the Lead Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or the Lead Arranger has advised or are currently advising the Borrower or any of its Affiliates on other matters) and neither the Administrative Agent nor the Lead Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Administrative Agent and the Lead Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Lead Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the Lead Arranger have not

- 94 -

provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. The Borrower hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent and the Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty.

     15.14. USA PATRIOT Act Notice. Each Lender that is subject to the Patriot Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Patriot Act.

     15.15. Severability. The provisions of this Credit Agreement are severable and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Credit Agreement in any jurisdiction. Without limiting the foregoing provisions of this §15.15, if and to the extent that the enforceability of any provisions in this Credit Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the Fronting Bank or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

     15.16. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the Fronting Bank or any Lender, or the Administrative Agent, the Fronting Bank or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the Fronting Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise pursuant to an order entered by a court of competent jurisdiction, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the Fronting Bank severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the Fronting Bank under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Credit Agreement.

     15.17. Existing Credit Agreement Amended and Restated. On the Closing Date, this Credit Agreement shall amend and restate the Existing Credit Agreement in its entirety but, for

- 95 -

the avoidance of doubt, shall not constitute a novation of the parties’ rights and obligations thereunder. On the Closing Date, the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Credit Agreement and the other Loan Documents, the “Commitments” as defined in the Existing Credit Agreement shall remain in effect only as set forth in this Credit Agreement, and the Existing Letters of Credit issued by the Fronting Bank (as defined in the Existing Credit Agreement) for the account of the Borrower prior to the Closing Date shall remain issued and outstanding and shall be deemed to be Letters of Credit under this Credit Agreement, and shall bear interest and be subject to such other fees set forth in the Credit Agreement.

[Remainder of Page Intentionally Left Blank]

- 96 -

     IN WITNESS WHEREOF, the undersigned have duly executed this Credit Agreement as of the date first set forth above.

THE TIMBERLAND COMPANY
By:	/s/ Carrie W. Teffner
	Name:	Carrie W. Teffner
	Title:	Vice President and Chief Financial Officer

Signature Page to Credit Agreement

BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/ J. Casey Cosgrove
	Name:	J. Casey Cosgrove
	Title:	Director

BANK OF AMERICA, N.A., as a Lender
By:	/s/ J. Casey Cosgrove
	Name:	J. Casey Cosgrove
	Title:	Director

Signature Page to Credit Agreement

JPMORGAN CHASE BANK, N.A.
By:	/s/ Devin T. Roccisano
	Name:	Devin T. Roccisano
	Title:	Associate

Signature Page to Credit Agreement

WELLS FARGO BANK, N.A.
By:	/s/ David M. Crane
	Name:	David M. Crane
	Title:	Vice President

Signature Page to Credit Agreement

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Conan Schleicher
	Name:	Conan Schleicher
	Title:	Vice President

Signature Page to Credit Agreement

HSBC BANK USA, NATIONAL ASSOCIATION
By:	/s/ Elise M Russo
	Name:	Elise M Russo
	Title:	Global Relationship Manager

Signature Page to Credit Agreement

THE NORTHERN TRUST COMPANY
By:	/s/ Cliff Hoppe
	Name:	Cliff Hoppe
	Title:	Second Vice President

Signature Page to Credit Agreement

RBS CITIZENS, N.A.
By:	/s/ Daniel Bernard
	Name:	Daniel Bernard
	Title:	Senior Vice President

Signature Page to Credit Agreement

INTESA SANPAOLO S.p.A. — NEW YORK BRANCH
By:	/s/ Luca Sacchi
	Name:	Luca Sacchi
	Title:	Vice President
By:	/s/ Sergio Maggioni
	Name:	Sergio Maggioni
	Title:	FVP Head of Business

Signature Page to Credit Agreement

EXHIBIT A

FORM OF LOAN REQUEST

[INSERT DATE]

Bank of America, N.A., as Administrative Agent
2001 Clayton Road, 2^nd Floor
CA4-702-02-05
Concord, CA 94520

Attention: Petra G. Rubio

     Re:      Loan Request

Ladies and Gentlemen:

     Reference is hereby made to that certain Third Amended and Restated Revolving Credit Agreement, dated as of April 26, 2011 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among THE TIMBERLAND COMPANY, a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A. and the other lending institutions which are or may become parties thereto from time to time (collectively, the “Lenders”) and Bank of America, N.A., as administrative agent (the “Agent”). Capitalized terms used herein without definition and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement.

     Pursuant to §2.6 of the Credit Agreement, we hereby request that a Revolving Credit Loan consisting of [a Base Rate Loan in the principal amount of $__________^1/] [a Eurodollar Rate Loan in the principal amount of $__________^2/ with an Interest Period of [fourteen (14) days] [one (1) month] [two (2) months] [three (3) months] [six (6) months]] be made on __________ __, 20_. We understand that this request is irrevocable and binding on us and obligates us to accept the requested Revolving Credit Loan on such date.

     We hereby certify (a) that we will use the proceeds of the requested Revolving Credit Loan in accordance with the provisions of the Credit Agreement, (b) that each of the representations and warranties contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement

1/	Principal amount of Base Rate Loan requested must be a minimum of $500,000 or an integral multiple of $100,000 in excess thereof.
2/	Principal amount of Eurodollar Rate Loan requested must be a minimum of $1,000,000 or an integral multiple of $500,000 in excess thereof.

Bank of America, N.A., as Administrative Agent

__________, ____
Page 2

was true as of the date that it was made and is true at and as of the date hereof (except (i) to the extent of changes either (A) resulting from transactions contemplated or not prohibited by the Credit Agreement or the other Loan Documents or (B) changes occurring in the ordinary course of business that singly or in the aggregate do not constitute a Material Adverse Effect, and (ii) to the extent that such representations and warranties relate expressly to an earlier date) and (c) that no Default or Event of Default has occurred and is continuing or would result from the making of such Revolving Credit Loan.

Very truly yours, THE TIMBERLAND COMPANY
By:
	Name:
	Title:

EXHIBIT B

FORM OF SWING LINE LOAN REQUEST

[INSERT DATE]

Bank of America, N.A., as Administrative Agent
2001 Clayton Road, 2^nd Floor
CA4-702-02-05
Concord, CA 94520

Attention: Petra G. Rubio

Re:   Swing Line Loan Request

Ladies and Gentlemen:

     Reference is hereby made to that certain Third Amended and Restated Revolving Credit Agreement, dated as of April 26, 2011 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among THE TIMBERLAND COMPANY, a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A. and the other lending institutions which are or may become parties thereto from time to time (collectively, the “Lenders”) and Bank of America, N.A., as administrative agent (the “Agent”). Capitalized terms used herein without definition and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement.

     Pursuant to §3.2 of the Credit Agreement, we hereby request that a Swing Line Loan be made to the Borrower in the principal amount of $__________* on __________ __, 20__ with a maturity date of _______ __, 20__** at an interest rate of __%***. We understand that this request is irrevocable and binding on us and obligates us to accept the requested Swing Line Loan on such date.

Very truly yours, THE TIMBERLAND COMPANY
By:
	Name:
	Title:

*	Principal amount requested must be in a minimum amount of $500,000 or in integral multiple of $100,000 in excess thereof.
**	Swing Line Loan Maturity Date not to be later than the earliest of (i) the date which is ten (10) days following the requested Drawdown Date of such Swing Line Loan, (ii) the occurrence of a Default or Event of Default, and (iii) the Final Maturity Date.
***	Interest rate not to exceed the sum of the Base Rate in effect on the date of quotation plus the Applicable Margin with respect to Base Rate Loans.

EXHIBIT C

FORM OF
COMPLIANCE CERTIFICATE

_______, 20__

Bank of America, N.A., as Administrative Agent
101 North Tryon Street, 15^th Floor
NC1-001-15-14
Charlotte, NC 28255

Attention: Kimberly Crane, Agency Management

Ladies and Gentlemen:

     Reference is hereby made to that certain Third Amended and Restated Revolving Credit Agreement, dated as of April 26, 2011 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among THE TIMBERLAND COMPANY, a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A. and the other lending institutions which are or may become parties thereto from time to time (collectively, the “Lenders”) and Bank of America, N.A., as administrative agent (the “Agent”). Capitalized terms used herein without definition and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement.

     Pursuant to §7.3(c) of the Credit Agreement, the undersigned [Chief Financial Officer/Chief Accounting Officer/Treasurer] on behalf of the Borrower hereby certifies to you as follows: (a) the computations attached hereto set forth in reasonable detail compliance with the covenants contained in §9 of the Credit Agreement as of the last day of the fiscal [year/quarter] ended ______________, 20__; (b) as of the date of this Compliance Certificate, no Default or Event of Default has occurred and is continuing; and (c) the financial statements delivered herewith were prepared in accordance with GAAP and in the case of unaudited quarterly financial statements, fairly represent the financial position of the Borrower and its Subsidiaries as of the date hereof (subject to year end adjustments and addition of footnotes).

     IN WITNESS WHEREOF, the undersigned officer has duly executed this Compliance Certificate as of the date first written above.

THE TIMBERLAND COMPANY
By:
	Name:
	Title:

THE TIMBERLAND COMPANY

COMPLIANCE CERTIFICATE WORKSHEET

9.1 Fixed Charge Coverage Ratio
(for the Reference Period ended ________ __, 20__)
A. Consolidated EBITDA:
	(i) consolidated earnings (or losses) from the operations of the Borrower and its Subsidiaries, after all operating expenses and other proper charges but before payment or provision for any income taxes or interest expenses:			$____________
	(ii) in each case to the extent deducted in the calculation of consolidated earnings (or loss) from the operations of the Borrower and its Subsidiaries and without duplication,
		(x) depreciation and amortization,
		$____________,
		(y) expenses, not to exceed $15,000,000 in the aggregate, resulting from the issuance of Capital Stock, provided that such expenses are and will be non-cash items:
		$____________,	and
		(z) non-cash writedowns of goodwill and other intangibles, such writedowns not to exceed $30,000,000 in the aggregate:
		$____________
				$____________
	(iii)Sum of Items A(i) and A(ii):			$____________
B. Consolidated Rental Expense for such period:				$____________
C. Consolidated Total Interest Expense for such period:				$____________
D. Item A(iii) plus Item B:				$____________
E. Item B plus Item C:				$____________
F. Ratio of Item D to Item E:				: ____________
G. Minimum required ratio:				2.25 : 1.00 ____________
	Compliance	______ yes/no

9.2 Leverage Ratio
(for the Reference Period ended ________ __, 20__)
A. Consolidated Total Funded Debt outstanding on the last day of such period:		$____________
B. Consolidated EBITDA for such period (as set forth in Item 9.1(A)(iii) above):		$____________
C. Leverage Ratio (ratio of Item A to Item B):		: ____________
D. Maximum permitted ratio:		2.00 : 1.00 ____________
Compliance	______ yes/no

-3-

EXHIBIT D

FORM ASSIGNMENT AND ACCEPTANCE

     This ASSIGNMENT AND ACCEPTANCE (the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [ASSIGNOR] (the “Assignor”) and [ASSIGNEE] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.

     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and accepts from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees and swing line loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

1.	Assignor:	____________________
2.	Assignee:	____________________ [and is an Affiliate/Approved Fund of [identify Lender]]
3.	Borrower:	The Timberland Company
4.	Administrative Agent:	Bank of America, N.A., as the administrative agent under the Credit Agreement

5.	Credit Agreement:	Third Amended and Restated Revolving Credit Agreement dated as of April 26, 2011 by and among the Borrower, the Lenders parties thereto and the Administrative Agent.
6.	Assigned Interest:

	Aggregate Amount of
	Commitment/ Loan	Amount of	Percentage Assigned of
Facilities	for all	Commitment/Loan	Commitment/
Assigned	Lenders*	Assigned*	Loan1	CUSIP Number
Revolving Credit Commitment	$	$	%

[7. Trade Date: ______________]²

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

*	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.
1	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
2	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

     The terms set forth in this Assignment and Acceptance are hereby agreed to:

[ASSIGNOR]
By:
	Name:
	Title:
[ASSIGNEE]
By:
	Name:
	Title:

Consented to and Accepted:

BANK OF AMERICA, N.A., as Administrative Agent
By
	Title:
[Consented to: THE TIMBERLAND COMPANY
By
	Name:
	Title:	]3

³ To be added as required under §14 of the Credit Agreement.

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ACCEPTANCE

          1. Representations and Warranties.

          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

          1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to §7.3 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Non-U.S. Lender, attached to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

          2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

          3. General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York (excluding the laws applicable to conflicts or choice of law).

2

EXHIBIT E

FORM OF NOTE

     FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to _____________________ or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Third Amended and Restated Revolving Credit Agreement, dated as of April 26, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Fronting Bank and Swing Line Lender.

     The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

     This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

     The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

THE TIMBERLAND COMPANY
By:
	Name:
	Title:

LOANS AND PAYMENTS WITH RESPECT THERETO

				Amount of Principal	Outstanding
			End of Interest	or Interest Paid	Principal Balance
Date	Type of Loan Made	Amount of Loan Made	Period	This Date	This Date	Notation Made By

Schedule 1

Lenders and Commitments

			COMMITMENT
LENDERS	COMMITMENT		PERCENTAGE
Bank of America, N.A.	$	34,000,000		17.00	%
Domestic Lending Office: 2001 Clayton Road CA4-702-02-05 Concord, CA 94520 Tel: (925) 675-8783 Fax: (888) 969-9267 Attention: Sue Pfohl
Eurodollar Lending Office:
Same as above.
Fronting Bank Address:
Same as above.
JPMorgan Chase Bank, N.A.	$	28,000,000		14.00	%
Domestic Lending Office: 277 Park Ave., 23rd Floor New York, NY 10172 Attention: Devin Roccisano, Underwriter
Eurodollar Lending Office:
Same as above.
Wells Fargo Bank, N.A.	$	26,500,000		13.25	%
Domestic Lending Office: 7711 Plantation Rd. Roanoke, VA 24019 Attention: David Crane, Vice President
Eurodollar Lending Office:
Same as above.
U.S. Bank National Association	$	26,500,000		13.25	%
Domestic Lending Office: 555 SW Oak Street Portland, OR 97204 Attention: Conan Schleicher
Eurodollar Lending Office:
Same as above.

			COMMITMENT
LENDERS	COMMITMENT		PERCENTAGE
HSBC Bank USA, National Association	$	26,500,000		13.25	%
Domestic Lending Office: 452 Fifth Avenue New York, NY 10018 Attention: Elise M. Russo, Vice President
Eurodollar Lending Office:
Same as above.
The Northern Trust Company	$	25,000,000		12.50	%
Domestic Lending Office: 50 South LaSalle Street Chicago, IL 60675 Attention: Clifford Hoppe
Eurodollar Lending Office:
Same as above.
RBS Citizens, N.A.	$	18,500,000		9.25	%
Domestic Lending Office: 28 State Street, 15th Floor Boston, MA 02109 Attention: Daniel G. Bernard
Eurodollar Lending Office:
Same as above.
Intesa Sanpaolo S.p.A. — New York Branch	$	15,000,000		7.50	%
Domestic Lending Office: 1 William Street New York, NY 10004 Attention: Luca Sacchi, Vice President
Eurodollar Lending Office:
Same as above.
TOTAL	$	200,000,000		100	%

-2-

Schedule 1-A

Existing Letters of Credit

1. Letter of Credit No. 1288367 with a current face amount of $250,000.00; and

2. Letter of Credit No. 50087297 with a current face amount of $1,345,000.00.

Schedule 6.6

Litigation

None.

Schedule 6.11.4

ERISA Compliance

None.

Schedule 6.13

Existing Subsidiaries

The following are the subsidiaries of The Timberland Company as of the Closing Date:

Name of Subsidiary	Jurisdiction of Incorporation
Beatle Properties Limited	Gibraltar
Glaudio Belgium BVBA	Belgium
Glaudio Fashion B.V.	Netherlands
howies Limited	England and Wales
IPATH Footwear Inc.	Delaware
Smartwool LLC	Colorado
Smartwool Consumer Direct Corporation	Colorado
The Recreational Footwear Company	Cayman Islands
The Timberland Company (Asia Pacific) Pte. Ltd.	Singapore
Timberland Asia LLC	Delaware
Timberland Aviation, Inc.	Delaware
Timberland Canada Co.	Canada
Timberland España, S.L.	Spain
Timberland Europe B.V.	Netherlands
Timberland Europe, Inc.	Delaware
Timberland Europe Services Ltd.	United Kingdom
Timberland (Gibraltar) Holding Limited	Gibraltar
Timberland GmbH	Austria
Timberland Holding Luxembourg S.àr.l.	Luxembourg
Timberland Hong Kong Limited	Hong Kong
Timberland HK Trading Limited	Hong Kong
Timberland IDC Ltd.	United Kingdom
Timberland International, Inc.	Delaware
Timberland Italy Srl.	Italy
Timberland Japan, Inc.	Japan
Timberland Lifestyle Brand Malaysia Sdn.Bhd.	Malaysia
Timberland Luxembourg Finance S.àr.l.	Luxembourg
Timberland Luxembourg Holding Asia S.àr.l.	Luxembourg
Timberland Luxembourg Holding Europe S.àr.l.	Luxembourg
Timberland Management Services GmbH	Switzerland
Timberland Netherlands Holding B.V.	Netherlands
Timberland Netherlands, Inc.	Delaware
Timberland Retail, Inc.	Delaware
Timberland SAS	France
Timberland Spain S.àr.l.	Luxembourg
Timberland Switzerland GmbH	Switzerland
Timberland Switzerland Holding GmbH	Switzerland
Timberland Taiwan LLC	Delaware
Timberland Taiwan Limited	Taiwan
Timberland Trading (Shanghai) Company Limited	China
Timberland Trading Switzerland GmbH	Switzerland
Timberland (UK) Ltd.	United Kingdom
Timberland World Trading GmbH	Germany

Schedule 8.2

Existing Liens

Lien on photocopiers leased from IOS Capital, LLC.

Lien on lift truck, battery and charger to Crown Credit Company.

Lien on water filtration system to Port City Capital, LLC.

Liens on photocopiers leased from IKON Financial Services.

Schedule 15.6

Administrative Agent’s Office

Credit Services (Borrowing Notices):

Primary	Sue Pfohl
	2001 Clayton Road
	CA4-702-02-25
	Concord, CA 94520
	Phone: 925-675-8783
	Fax: 888-969-9267
	Email: sue.pfohl@baml.com

Agency Management (Other Notices as Administrative Agent):

Primary	Steven Gazzillo
	Bank of America, N.A.
	Agency Management
	335 Madison Avenue
	NY-503-04-03
	New York, NY 10017
	Phone: 646-556-0328
	Fax: 212-901-7842
	Email: steven.gazzillo@baml.com

EX-31.1

Form10-Q
Page 44

Exhibit 31.1

RULE 13a-14(a) CERTIFICATION IN
ACCORDANCE WITH SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey B. Swartz, certify that:

1.      I have reviewed this report on Form 10-Q of The Timberland Company;

2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)      Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)      Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)      Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)      Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.      The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)      All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 4, 2011	/s/ JEFFREY B. SWARTZ
	Jeffrey B. Swartz
	Chief Executive Officer

EX-31.2

Form10-Q
Page 45

Exhibit 31.2

RULE 13a-14(a) CERTIFICATION IN
ACCORDANCE WITH SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Carrie W. Teffner, certify that:

1.      I have reviewed this report on Form 10-Q of The Timberland Company;

2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)      Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)      Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)      Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)      Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.      The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)      All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 4, 2011	/s/ CARRIE W. TEFFNER
	Carrie W. Teffner
	Chief Financial Officer

EX-32.1

Form10-Q
Page 46

Exhibit 32.1

CERTIFICATION PURSUANT TO
SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Executive Officer of The Timberland Company (the “Company”), does hereby certify that to the undersigned’s knowledge:

     1. The Company’s Quarterly Report on Form 10-Q for the period ended July 1, 2011 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     2. The information contained in the Company’s Quarterly Report on Form 10-Q for the period ended July 1, 2011 fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ JEFFREY B. SWARTZ Jeffrey B. Swartz

Chief Executive Officer

Date: August 4, 2011

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.

A signed original of this written statement, required by Section 906, has been provided to The Timberland Company and will be retained by The Timberland Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Form10-Q
Page 47

Exhibit 32.2

CERTIFICATION PURSUANT TO
SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Financial Officer of The Timberland Company (the “Company”), does hereby certify that to the undersigned’s knowledge:

     1. The Company’s Quarterly Report on Form 10-Q for the period ended July 1, 2011 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     2. The information contained in the Company’s Quarterly Report on Form 10-Q for the period ended July 1, 2011 fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ CARRIE W. TEFFNER

Carrie W. Teffner

Chief Financial Officer

Date: August 4, 2011

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.

A signed original of this written statement, required by Section 906, has been provided to The Timberland Company and will be retained by The Timberland Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML



Credit Agreement (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jul. 01, 2011	Apr. 26, 2011
Line of Credit Facility [Line Items]
Committed and unsecured borrowings provided by the Agreement		$ 200,000
Committed and unsecured borrowings provided by the Agreement, Letter of credit		125,000
Credit Agreement (Textual) [Abstract]
Amount by which committed borrowing limit can be increased on approval of bank groups		100,000
Amount to which committed borrowing limit can be increased on approval of bank groups		300,000
Minimum margin on eurodollar rates based on fixed charge coverage grid	87.5
Maximum margin on eurodollar rates based on fixed charge coverage grid	175.0
Minimum commitment fees based on total commitment	12.5
Maximum commitment fees based on total commitment	25
Minimum fixed charge coverage ratio as per restated Revolving Credit Agreement	2.25:1
Minimum leverage ratio as per restated Revolving Credit Agreement	2:1
Letter of Credit [Member]
Line of Credit Facility [Line Items]
Letter of Credit Outstanding	$ 1,595

XML



Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) In Thousands, except Share data	6 Months Ended		12 Months Ended
	Jul. 01, 2011	Jul. 02, 2010	Dec. 31, 2010
Current assets
Allowance for doubtful accounts	$ 7,577	$ 11,130	$ 10,859
Stockholders' equity
Preferred Stock, par value	$ 0.01	$ 0.01	$ 0.01
Preferred Stock, authorized	2,000,000	2,000,000	2,000,000
Preferred Stock, issued	0	0	0
Common Class A
Stockholders' equity
Common Stock, par value	$ 0.01	$ 0.01	$ 0.01
Common Stock, authorized	120,000,000	120,000,000	120,000,000
Common Stock, issued	77,091,327	75,072,360	75,543,672
Common Stock, Voting Rights	1	1	1
Treasury Stock, Class A shares	36,845,309	33,511,452	35,610,050
Common Class B
Stockholders' equity
Common Stock, par value	$ 0.01	$ 0.01	$ 0.01
Common Stock, authorized	20,000,000	20,000,000	20,000,000
Common Stock, issued	10,568,389	10,889,160	10,568,389
Common Stock, outstanding	10,568,389	10,889,160	10,568,389
Common Stock, Voting Rights	10	10	10
Class B Common Stock, convertible into Class A shares on a one-for-one basis	1	1	1

XML



Condensed Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Jul. 01, 2011	Jul. 02, 2010	Jul. 01, 2011	Jul. 02, 2010
Condensed Consolidated Statements of Operations
Revenue	$ 240,127	$ 188,954	$ 589,131	$ 505,996
Cost of goods sold	126,309	95,446	311,999	254,505
Gross profit	113,818	93,508	277,132	251,491
Operating expense
Selling	107,664	86,124	210,740	178,820
General and administrative	36,330	28,942	68,683	56,341
Impairment of goodwill		5,395		5,395
Impairment of intangible assets	736	7,854	736	7,854
Gain on termination of licensing agreements		(1,500)		(3,000)
Total operating expense	144,730	126,815	280,159	245,410
Operating income/(loss)	(30,912)	(33,307)	(3,027)	6,081
Other income/(expense), net
Interest income	155	148	285	221
Interest expense	(128)	(142)	(315)	(281)
Other, net	1,140	269	2,821	136
Total other income/(expense), net	1,167	275	2,791	76
Income/(loss) before income taxes	(29,745)	(33,032)	(236)	6,157
Income tax provision/(benefit)	(9,639)	(9,580)	1,899	3,862
Net income/(loss)	$ (20,106)	$ (23,452)	$ (2,135)	$ 2,295
Earnings/(Loss) per share
Basic	$ (0.39)	$ (0.44)	$ (0.04)	$ 0.04
Diluted	$ (0.39)	$ (0.44)	$ (0.04)	$ 0.04
Weighted-average shares outstanding
Basic	51,191	53,225	51,052	53,698
Diluted	51,191	53,225	51,052	54,184

XML



Earnings/(Loss) Per Share (Tables)

6 Months Ended

Jul. 01, 2011

Earnings/(Loss) per share [Abstract]

Reconciliation of number of shares for the basic and diluted EPS computations

	Net		Weighted- Average		Per-Share
	Income		Shares		Amount
Basic EPS		$2,295		53,698		$.04
Effect of dilutive securities:
Stock options and employee stock purchase plan shares		—		323		—
Nonvested shares		—		163		—
Diluted EPS		$2,295		54,184		$.04

Antidilutive securities

	For the Quarter Ended				For the Six Months Ended
	July 1, 2011		July 2, 2010		July 1, 2011		July 2, 2010
Anti-dilutive securities		1,214		2,967		1,336		2,491

XML



Document and Entity Information (USD $)	6 Months Ended
	Jul. 01, 2011	Jul. 02, 2010	Jul. 29, 2011 Common Class A	Jul. 29, 2011 Common Class B
Entity Registrant Name	TIMBERLAND CO
Entity Central Index Key	0000814361
Document Type	10-Q
Document Period End Date	Jul. 01, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float		$ 635,270,723
Entity Common Stock, Shares Outstanding			40,271,813	10,568,389

XML



Goodwill and Intangibles (Details 1) (USD $) In Thousands	Jul. 01, 2011	Dec. 31, 2010	Jul. 02, 2010
Intangible assets
Intangible Assets, Accumulated Amortization, Total	$ (7,540)	$ (7,622)
Intangible assets
Intangible Assets, Gross, Total	41,170	42,461
Intangible Assets, Net, Total	33,630	34,839	36,195
Trademarks [Member]
Intangible assets
Intangible assets, Gross, Finite lived	3,731	4,064
Intangible Assets, Accumulated Amortization, Total	(2,292)	(2,462)
Remaining finite-lived trademark intangible assets	1,439	1,602
Trademarks [Member]
Intangible assets
Intangible assets, Gross, Indefinite lived	31,710	32,402
Intangible Assets, Net Book Value, Indefinite lived	31,710	32,402
Other intangible assets finite lived [Member]
Intangible assets
Intangible assets, Gross, Finite lived	5,729	5,995
Intangible Assets, Accumulated Amortization, Total	(5,248)	(5,160)
Remaining finite-lived trademark intangible assets	$ 481	$ 835

XML



Inventory (Tables)

6 Months Ended

Jul. 01, 2011

Inventory [Abstract]

Inventory

	July 1, 2011		December 31, 2010		July 2, 2010
Materials	$	12,827	$	11,299	$	9,102
Work-in-process		1,711		841		1,382
Finished goods		237,182		167,928		166,722
Total	$	251,720	$	180,068	$	177,206

XML



Goodwill and Intangibles (Details) (USD $) In Thousands	3 Months Ended	6 Months Ended
	Jul. 02, 2010	Jul. 02, 2010	Jul. 01, 2011	Dec. 31, 2010	Dec. 31, 2009
Summary of goodwill activity by segment
Gross	$ 44,353	$ 44,353	$ 44,353	$ 44,353	$ 44,353
Accumulated Impairment	(5,395)	(5,395)	(5,395)	(5,395)
Goodwill	38,958	38,958	38,958	38,958	44,353
Impairment of goodwill	(5,395)	(5,395)
North America [Member]
Summary of goodwill activity by segment
Gross	36,876	36,876	36,876	36,876	36,876
Accumulated Impairment	(4,912)	(4,912)	(4,912)	(4,912)
Goodwill	31,964	31,964	31,964	31,964	36,876
Impairment of goodwill	(4,912)	(4,912)
Europe [Member]
Summary of goodwill activity by segment
Gross	7,477	7,477	7,477	7,477	7,477
Accumulated Impairment	(483)	(483)	(483)	(483)
Goodwill	6,994	6,994	6,994	6,994	7,477
Impairment of goodwill	$ (483)	$ (483)

XML



Business Segments and Geographic Information

6 Months Ended

Jul. 01, 2011

Business Segments and Geographic Information [Abstract]

Business Segments and Geographic Information

Note 7. Business Segments and Geographic Information

The Company has three reportable segments: North America, Europe and Asia. The composition of the segments is consistent with that used by the Company’s chief operating decision maker.

The North America segment is comprised of the sale of products to wholesale and retail customers in North America. It includes Company-operated specialty and factory outlet stores in the United States and our United States e-commerce business. This segment also includes royalties from licensed products sold worldwide, the related management costs and expenses associated with our worldwide licensing efforts, and certain marketing expenses and value-added services.

The Europe and Asia segments each consist of the marketing, selling and distribution of footwear, apparel and accessories outside of the United States. Products are sold outside of the United States through our subsidiaries (which use wholesale, retail and e-commerce channels to sell footwear, apparel and accessories), franchisees and independent distributors.

Unallocated Corporate consists primarily of corporate finance, information services, legal and administrative expenses, share-based compensation costs, global marketing support expenses, worldwide product development costs and other costs incurred in support of Company-wide activities. Unallocated Corporate also includes certain value chain costs such as sourcing and logistics, as well as inventory variances. Additionally, Unallocated Corporate includes total other income/(expense), net, which is comprised of interest income, interest expense, and other, net, which includes foreign exchange gains and losses resulting from changes in the fair value of financial derivatives not designated as hedges, currency gains and losses incurred on the settlement of local currency denominated assets and liabilities, and other miscellaneous non-operating income/(expense). Such income/(expense) is not allocated among the reportable business segments.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. We evaluate segment performance based on revenue and operating income. Total assets are disaggregated to the extent that assets apply specifically to a single segment. Unallocated Corporate assets primarily consist of cash and equivalents, tax assets, manufacturing/sourcing assets, computers and related equipment, and transportation equipment.

Operating income/loss shown below for the quarter and six months ended July 1, 2011 includes an impairment charge of $736 in Europe related to a certain intangible asset. Operating income/(loss) shown below for the quarter and six months ended July 2, 2010 includes impairment charges of $8,172 and $5,077 in North America and Europe, respectively, related to goodwill and certain other intangible assets. See Notes 2 and 9 to the unaudited condensed consolidated financial statements for additional information. Operating income for North America for the quarter and six months ended July 2, 2010 also includes gains related to the termination of licensing agreements of $1,500 and $3,000, respectively.

For the Quarter Ended July 1, 2011 and July 2, 2010

								Unallocated
	North America		Europe			Asia		Corporate			Consolidated
2011
Revenue	$	106,134	$	91,713		$	42,280	$	-		$	240,127
Operating income/(loss)		8,131		(6,198	)		1,523		(34,368	)		(30,912	)
Income/(loss) before income taxes		8,131		(6,198	)		1,523		(33,201	)		(29,745	)
Total assets		250,244		340,345			78,612		200,818			870,019
Goodwill		31,964		6,994			-		-			38,958
2010
Revenue	$	91,995	$	66,750		$	30,209	$	-		$	188,954
Operating income/(loss)		2,921		(11,812	)		2,630		(27,046	)		(33,307	)
Income/(loss) before income taxes		2,921		(11,812	)		2,630		(26,771	)		(33,032	)
Total assets		211,059		323,512			49,459		182,535			766,565
Goodwill		31,964		6,994			-		-			38,958

For the Six Months Ended July 1, 2011 and July 2, 2010

							Unallocated
	North America		Europe		Asia		Corporate			Consolidated
2011
Revenue	$	238,117	$	257,418	$	93,596	$	—		$	589,131
Operating income/(loss)		29,417		22,684		9,769		(64,897	)		(3,027	)
Income/(loss) before income taxes		29,417		22,684		9,769		(62,106	)		(236	)
2010
Revenue	$	213,853	$	218,380	$	73,763	$	—		$	505,996
Operating income/(loss)		24,563		25,456		9,477		(53,415	)		6,081
Income/(loss) before income taxes		24,563		25,456		9,477		(53,339	)		6,157

The following summarizes our revenue by product for the quarters and six months ended July 1, 2011 and July 2, 2010:

	For the Quarter Ended				For the Six Months Ended
	July 1,		July 2,		July 1,		July 2,
	2011		2010		2011		2010
Footwear	$	168,697	$	131,589	$	416,865	$	357,150
Apparel and accessories		66,027		52,069		160,275		137,758
Royalty and other		5,403		5,296		11,991		11,088
	$	240,127	$	188,954	$	589,131	$	505,996

XML



Goodwill and Intangilbles (Tables)

6 Months Ended

Jul. 01, 2011

Goodwill and Intangibles [Abstract]

Summary of goodwill activity by segment

	2011							2010
			Accumulated			Net Book				Accumulated			Net Book
	Gross		Impairment			Value		Gross		Impairment			Value
Balance at January 1:
North America	$	36,876	$	(4,912	)	$	31,964	$	36,876	$	-		$	36,876
Europe		7,477		(483	)		6,994		7,477		-			7,477
Total	$	44,353	$	(5,395	)	$	38,958	$	44,353	$	-		$	44,353
Impairment charges:
North America	$	-	$	-		$	-	$	-	$	(4,912	)	$	(4,912	)
Europe		-		-			-		-		(483	)		(483	)
Total	$	-	$	-		$	-	$	-	$	(5,395	)	$	(5,395	)
Balance at end of quarter:
North America	$	36,876	$	(4,912	)	$	31,964	$	36,876	$	(4,912	)	$	31,964
Europe		7,477		(483	)		6,994		7,477		(483	)		6,994
Total	$	44,353	$	(5,395	)	$	38,958	$	44,353	$	(5,395	)	$	38,958

Intangible assets

	July 1, 2011							December 31, 2010
						Net
			Accumulated			Book				Accumulated			Net Book
	Gross		Amortization			Value		Gross		Amortization			Value
Trademarks (indefinite-lived)	$	31,710	$	-		$	31,710	$	32,402	$	-		$	32,402
Trademarks (finite-lived)		3,731		(2,292	)		1,439		4,064		(2,462	)		1,602
Other intangible assets (finite-lived)		5,729		(5,248	)		481		5,995		(5,160	)		835
Total	$	41,170	$	(7,540	)	$	33,630	$	42,461	$	(7,622	)	$	34,839

XML



Comprehensive Income/(Loss) (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2011	Jul. 02, 2010	Jul. 01, 2011	Jul. 02, 2010	Dec. 31, 2010
Comprehensive Income/(loss)
Net income/(loss)	$ (20,106)	$ (23,452)	$ (2,135)	$ 2,295
Change in cumulative translation adjustment	2,390	(4,512)	7,369	(11,990)
Change in fair value of cash flow hedges, net of taxes	(2,599)	2,412	(4,744)	6,466
Change in other adjustments, net of taxes	13	6	(42)	(46)
Comprehensive income/(loss)	(20,302)	(25,546)	448	(3,275)
Components of accumulated other comprehensive income
Cumulative translation adjustment	15,392	1,663	15,392	1,663	8,023
Fair value of cash flow hedges, net of taxes of $(333) at July 1, 2011, $(84) at December 31, 2010 and $388 at July 2, 2010	(6,335)	7,370	(6,335)	7,370	(1,591)
Other adjustments, net of taxes of $61 at July 1, 2011, $96 at December 31, 2010 and $105 at July 2, 2010	197	445	197	445	239
Total	9,254	9,478	9,254	9,478	6,671
Comprehensive Income/(Loss) (Textuals) [Abstract]
Fair value cash flow hedges, tax effect	(333)	388	(333)	388	(84)
Other adjustments, tax effect	$ 61	$ 105	$ 61	$ 105	$ 96

XML



Share-Based Compensation (Details 2) (2009 and 2010 Executive LTIP [Member], USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended
	Jul. 01, 2011
2009 and 2010 Executive LTIP [Member]
Stock options earned under the Company's LTIP
Outstanding at January 1, 2011, Shares	569,065
Settled, Shares	491,842
Exercised, Shares	(41,436)
Expired or forfeited, Shares	(7,948)
Outstanding at July 1, 2011, Shares	1,011,523
Vested or expected to vest at July 1, 2011, Shares	951,218
Exercisable at July 1, 2011, Shares	148,239
Outstanding at Jan 1, 2011 , Weighted Average Exercise Price	$ 9.50
Settled, Weighted Average Exercise Price	$ 19.55
Exercised, Weighted Average Exercise Price	$ 9.79
Expired or forfeited, Weighted Average Exercise Price	$ 22.55
Outstanding at July 1, 2011, Weighted Average Exercise Price	$ 14.28
Vested or expected to vest at July 1, 2011, Weighted Average Exercise Price	$ 14.09
Exercisable at July 1, 2011, Weighted Average Exercise Price	$ 9.43
Outstanding at July 1, 2011, Weighted Average Remaining Contractual Term	8.2
Vested or expected to vest at July 1, 2011, Weighted Average Remaining Contractual Term	8.1
Exercisable at July 1, 2011, Weighted Average Remaining Contractual Term	7.7
Outstanding at July 1, 2011, Aggregate Intrinsic Value	$ 29,155
Vested or expected to vest at July 1, 2011, Aggregate Intrinsic Value	27,591
Exercisable at July 1, 2011, Aggregate Intrinsic Value	$ 4,991

XML



Business Segments and Geographic Information (Tables)

6 Months Ended

Jul. 01, 2011

Business Segments and Geographic Information [Abstract]

Key Segment Reporting Measurements

								Unallocated
	North America		Europe			Asia		Corporate			Consolidated
2011
Revenue	$	106,134	$	91,713		$	42,280	$	-		$	240,127
Operating income/(loss)		8,131		(6,198	)		1,523		(34,368	)		(30,912	)
Income/(loss) before income taxes		8,131		(6,198	)		1,523		(33,201	)		(29,745	)
Total assets		250,244		340,345			78,612		200,818			870,019
Goodwill		31,964		6,994			-		-			38,958
2010
Revenue	$	91,995	$	66,750		$	30,209	$	-		$	188,954
Operating income/(loss)		2,921		(11,812	)		2,630		(27,046	)		(33,307	)
Income/(loss) before income taxes		2,921		(11,812	)		2,630		(26,771	)		(33,032	)
Total assets		211,059		323,512			49,459		182,535			766,565
Goodwill		31,964		6,994			-		-			38,958

							Unallocated
	North America		Europe		Asia		Corporate			Consolidated
2011
Revenue	$	238,117	$	257,418	$	93,596	$	—		$	589,131
Operating income/(loss)		29,417		22,684		9,769		(64,897	)		(3,027	)
Income/(loss) before income taxes		29,417		22,684		9,769		(62,106	)		(236	)
2010
Revenue	$	213,853	$	218,380	$	73,763	$	—		$	505,996
Operating income/(loss)		24,563		25,456		9,477		(53,415	)		6,081
Income/(loss) before income taxes		24,563		25,456		9,477		(53,339	)		6,157

Summary of Revenue by Product

	For the Quarter Ended				For the Six Months Ended
	July 1,		July 2,		July 1,		July 2,
	2011		2010		2011		2010
Footwear	$	168,697	$	131,589	$	416,865	$	357,150
Apparel and accessories		66,027		52,069		160,275		137,758
Royalty and other		5,403		5,296		11,991		11,088
	$	240,127	$	188,954	$	589,131	$	505,996

XML



Share Repurchase

6 Months Ended

Jul. 01, 2011

Comprehensive Income/(Loss) [Abstract]

Share Repurchase

Note 12. Share Repurchase

On March 10, 2008, our Board of Directors approved the repurchase of up to 6,000,000 shares of our Class A Common Stock. Shares repurchased under this authorization totaled 301,866 and 1,324,259 for the quarter and six months ended July 2, 2010, respectively. As of July 1, 2011, there were no shares remaining available for repurchase under this authorization.

On December 3, 2009, our Board of Directors approved the repurchase of up to an additional 6,000,000 shares of our Class A Common Stock. Shares repurchased under this authorization totaled 1,022,767 for the quarter and six months ended July 2, 2010. Shares repurchased under this authorization totaled 1,202,101 for the quarter and six months ended July 1, 2011. As of July 1, 2011, 1,695,336 shares remained available for repurchase under this authorization.

On May 26, 2011, our Board of Directors approved the repurchase of up to an additional 5,000,000 shares of our Class A Common Stock, all of which remained available for repurchase as of July 1, 2011.

From time to time, we use plans adopted under Rule 10b5-1 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, to facilitate share repurchases.

During the first six months of 2010, 200,000 shares of our Class B Common Stock were converted to an equivalent amount of our Class A Common Stock.

XML



Derivatives

6 Months Ended

Jul. 01, 2011

Derivatives [Abstract]

Derivatives

Note 3. Derivatives

In the normal course of business, the financial position and results of operations of the Company are impacted by currency rate movements in foreign currency denominated assets, liabilities and cash flows as we purchase and sell goods in local currencies. We have established policies and business practices that are intended to mitigate a portion of the effect of these exposures. We use derivative financial instruments, specifically forward contracts, to manage our currency exposures. These derivative instruments are viewed as risk management tools and are not used for trading or speculative purposes. Derivatives entered into by the Company are either designated as cash flow hedges of forecasted foreign currency transactions or are undesignated economic hedges of existing intercompany assets and liabilities, certain third party assets and liabilities, and non-US dollar-denominated cash balances.

Derivative instruments expose us to credit and market risk. The market risk associated with these instruments resulting from currency exchange movements is expected to offset the market risk of the underlying transactions being hedged. We do not believe there is a significant risk of loss in the event of non-performance by the counterparties associated with these instruments because these transactions are executed with a group of major financial institutions and have varying maturities through January 2013. As a matter of policy, we enter into these contracts only with counterparties having a minimum investment-grade or better credit rating. Credit risk is managed through the continuous monitoring of exposures to such counterparties.

Cash Flow Hedges

The Company principally uses foreign currency forward contracts as cash flow hedges to offset a portion of the effects of exchange rate fluctuations on certain of its forecasted foreign currency denominated sales transactions. The Company’s cash flow exposures include anticipated foreign currency transactions, such as foreign currency denominated sales, costs, expenses and inter-company charges, as well as collections and payments. The risk in these exposures is the potential for losses associated with the remeasurement of non-functional currency cash flows into the functional currency. The Company has a hedging program to aid in mitigating its foreign currency exposures and to decrease the volatility in earnings. Under this hedging program, the Company performs a quarterly assessment of the effectiveness of the hedge relationship and measures and recognizes any hedge ineffectiveness in earnings. A hedge is effective if the changes in the fair value of the derivative provide offset of at least 80 percent and not more than 125 percent of the changes in the fair value or cash flows of the hedged item attributable to the risk being hedged. The Company uses regression analysis to assess the effectiveness of a hedge relationship.

Forward contracts designated as cash flow hedging instruments are recorded in our unaudited condensed consolidated balance sheets at fair value. The effective portion of gains and losses resulting from changes in the fair value of these hedge instruments are deferred in accumulated other comprehensive income (“OCI”) and reclassified to earnings, in cost of goods sold, in the period that the hedged transaction is recognized in earnings. Cash flows associated with these contracts are classified as operating cash flows in the unaudited condensed consolidated statements of cash flows. Hedge ineffectiveness is evaluated using the hypothetical derivative method, and the ineffective portion of the hedge is reported in our unaudited condensed consolidated statements of operations in other, net. The amount of hedge ineffectiveness reported in other, net for the quarters ended July 1, 2011 and July 2, 2010 was not material.

The notional value of foreign currency forward sell contracts entered into as cash flow hedges is as follows:

	Notional Amount
Currency	July 1, 2011		December 31, 2010		July 2, 2010
Pound Sterling		$33,161		$23,536		$22,814
Euro		135,140		88,414		70,080
Japanese Yen		30,063		22,817		16,856
Total		$198,364		$134,767		$109,750
Latest Maturity Date	January 2013		January 2012		April 2011

Other Derivative Contracts

We also enter into derivative contracts to manage foreign currency exchange risk on intercompany accounts receivable and payable, third-party accounts receivable and payable, and non-U.S. dollar-denominated cash balances using forward contracts. These forward contracts, which are undesignated hedges of economic risk, are recorded at fair value on the unaudited condensed consolidated balance sheets, with changes in the fair value of these instruments recognized in earnings immediately. The gains or losses related to the contracts largely offset the remeasurement of those assets and liabilities. Cash flows associated with these contracts are classified as operating cash flows in the unaudited condensed consolidated statements of cash flows.

The notional value of foreign currency forward (buy) and sell contracts entered into to mitigate the foreign currency risk associated with certain balance sheet items is as follows (the contract amount represents the net amount of all purchase and sale contracts of a foreign currency):

	Notional Amount
Currency	July 1, 2011			December 31, 2010			July 2, 2010
Pound Sterling		$14,396			$9,312			$(18,221	)
Euro		5,798			8,913			(6,558	)
Japanese Yen		17,339			28,680			7,309
Canadian Dollar		4,871			6,013			4,855
Norwegian Kroner		3,657			2,219			2,711
Swedish Krona		3,470			2,601			1,970
Total		$49,531			$57,738			$(7,934	)
Sell Contracts		$68,725			$71,799			$38,496
Buy Contracts		(19,194	)		(14,061	)		(46,430	)
Total Contracts		$49,531			$57,738			$(7,934	)
Latest Maturity Date	October 2011			April 2011			October 2010

Fair Value of Derivative Instruments

The following table summarizes the fair values and presentation in the unaudited condensed consolidated balance sheets for derivatives, which consist of foreign exchange forward contracts, as of July 1, 2011, December 31, 2010 and July 2, 2010:

	Asset Derivatives						Liability Derivatives
	Fair Value						Fair Value
Balance Sheet Location	July 1, 2011		December 31, 2010		July 2, 2010		July 1, 2011		December 31, 2010		July 2, 2010
Derivatives designated as hedge instruments:
Derivative assets	$	-	$	-	$	8,437	$	-	$	-	$	679
Derivative liabilities		242		1,693		45		6,962		3,284		57
Other assets, net		164		6		-		70		5		-
Other long-term liabilities		96		67		-		167		178		-
	$	502	$	1,766	$	8,482	$	7,199	$	3,467	$	736
Derivatives not designated as hedge instruments:
Derivative assets	$	74	$	29	$	124	$	24	$	-	$	-
Derivative liabilities		10		6		6		159		105		85
	$	84	$	35	$	130	$	183	$	105	$	85
Total derivatives	$	586	$	1,801	$	8,612	$	7,382	$	3,572	$	821

The Effect of Derivative Instruments on the Statements of Operations for the Quarters Ended July 1, 2011 and July 2, 2010

Amount of Gain/(Loss)

Amount of Gain/(Loss)

Location of Gain/(Loss)

Reclassified from

Recognized in OCI on

Reclassified from

Accumulated OCI into

Derivatives in

Derivatives

Accumulated OCI into

Income

Cash Flow

(Effective Portion)

Income

(Effective Portion)

Hedging Relationships

2011

2010

(Effective Portion)

2011

2010

Foreign exchange forward contracts

$(3,319

)

$2,812

(1)

Cost of goods sold

$(583

)

$273

⁽¹⁾ Amount reported in the prior year of $7,358 was decreased by $4,546 in the current year to $2,812. This amount represents the gain on derivatives recognized in other comprehensive income during the period and was changed to conform to the current period presentation.

The Company expects to reclassify pre-tax losses of $6,717 to the income statement within the next twelve months.

		Amount of Gain/(Loss)
		Recognized in
Derivatives not Designated	Location of Gain/(Loss)Recognized	Income on Derivatives
as Hedging Instruments	In Income on Derivatives	2011			2010
Foreign exchange forward contracts	Other, net		$(809	)		$1,545

The Effect of Derivative Instruments on the Statements of Operations for the Six Months Ended July 1, 2011 and July 2, 2010

Amount of Gain/(Loss)

Amount of Gain/(Loss)

Location of Gain/(Loss)

Reclassified from

Recognized in OCI on

Reclassified from

Accumulated OCI into

Derivatives in

Derivatives

Accumulated OCI into

Income

Cash Flow

(Effective Portion)

Income

(Effective Portion)

Hedging Relationships

2011

2010

(Effective Portion)

2011

2010

Foreign exchange forward contracts

$(8,625

)

$8,412

(1)

Cost of goods sold

$(3,631

)

$1,606

⁽¹⁾ Amount reported in the prior year of $7,358 was increased by $1,054 in the current year to $8,412. This amount represents the gain on derivatives recognized in other comprehensive income during the period and was changed to conform to the current period presentation.

		Amount of Gain/(Loss)
		Recognized in
Derivatives not Designated	Location of Gain/(Loss)Recognized	Income on Derivatives
as Hedging Instruments	In Income on Derivatives	2011			2010
Foreign exchange forward contracts	Other, net		$(764	)		$(622	)

XML



Derivatives (Details Textual) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 01, 2011	Jul. 02, 2010	Jul. 01, 2011	Jul. 02, 2010
Derivative Instruments, Gain (Loss) [Line Items]
Gain on derivatives recognized in other comprehensive income, net of taxes (Effective portion)	$ 2,812		$ 8,412
Derivatives (Details Textual) [Abstract]
Minimum percentage changes in fair value or cash flows hedged			80.00%
Maximum percentage changes in fair value or cash flows hedged			125.00%
Reclassification of pre-tax gains			6,717
Amount by which the prior year gain on derivatives recognized in other comprehensive income was increased (decreased) to conform to the current period presentation		(4,546)		1,054
Scenario, Previously Reported [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain on derivatives recognized in other comprehensive income, net of taxes (Effective portion)		$ 7,358		$ 7,358

XML



Goodwill and Intangibles

6 Months Ended

Jul. 01, 2011

Goodwill and Intangibles [Abstract]

Goodwill and Intangibles

Note 9. Goodwill and Intangibles

The Company completed its annual impairment testing for goodwill and indefinite-lived intangible assets in the second quarter of 2011, and determined that the carrying value of a certain intangible asset related to its howies^® brand exceeded fair value. Accordingly, the Company recorded a non-cash impairment charge of $736 in its consolidated statement of operations. The impairment charge reduced the trademark of the howies^® brand to its fair value of $540 at July 1, 2011.

The Company completed its annual impairment testing for goodwill and indefinite-lived intangible assets in the second quarter of 2010, and determined that the carrying values of certain goodwill and intangible assets, primarily related to its IPath^® and howies^® brands, exceeded fair value. Accordingly, the Company recorded non-cash impairment charges of $5,395 and $7,854 for goodwill and intangible assets, respectively, in its consolidated statement of operations. The impairment charge reduced the goodwill related to the IPath, North America retail, and Europe retail reporting units to zero. The charge of $7,854 reduced the trademark and other intangible assets of IPath and howies to their respective fair values at July 2, 2010 of $720 and $1,200. See Note 2 to the unaudited condensed consolidated financial statements for additional information.

A summary of goodwill activity by segment follows:

	2011							2010
			Accumulated			Net Book				Accumulated			Net Book
	Gross		Impairment			Value		Gross		Impairment			Value
Balance at January 1:
North America	$	36,876	$	(4,912	)	$	31,964	$	36,876	$	-		$	36,876
Europe		7,477		(483	)		6,994		7,477		-			7,477
Total	$	44,353	$	(5,395	)	$	38,958	$	44,353	$	-		$	44,353
Impairment charges:
North America	$	-	$	-		$	-	$	-	$	(4,912	)	$	(4,912	)
Europe		-		-			-		-		(483	)		(483	)
Total	$	-	$	-		$	-	$	-	$	(5,395	)	$	(5,395	)
Balance at end of quarter:
North America	$	36,876	$	(4,912	)	$	31,964	$	36,876	$	(4,912	)	$	31,964
Europe		7,477		(483	)		6,994		7,477		(483	)		6,994
Total	$	44,353	$	(5,395	)	$	38,958	$	44,353	$	(5,395	)	$	38,958

Intangible assets consist of trademarks and other intangible assets. Other intangible assets consist of customer, patent and non-competition related intangible assets. Intangible assets consist of the following:

	July 1, 2011							December 31, 2010
						Net
			Accumulated			Book				Accumulated			Net Book
	Gross		Amortization			Value		Gross		Amortization			Value
Trademarks (indefinite-lived)	$	31,710	$	-		$	31,710	$	32,402	$	-		$	32,402
Trademarks (finite-lived)		3,731		(2,292	)		1,439		4,064		(2,462	)		1,602
Other intangible assets (finite-lived)		5,729		(5,248	)		481		5,995		(5,160	)		835
Total	$	41,170	$	(7,540	)	$	33,630	$	42,461	$	(7,622	)	$	34,839

XML



Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jul. 01, 2011

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The unaudited condensed consolidated financial statements include the accounts of The Timberland Company and its subsidiaries (“we”, “our”, “us”, “its”, “Timberland” or the “Company”). These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2010.

The financial statements included in this Quarterly Report on Form 10-Q are unaudited, but in the opinion of management, such financial statements include the adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and changes in cash flows for the interim periods presented. The results reported in these financial statements are not necessarily indicative of the results that may be expected for the full year due, in part, to seasonal factors. Historically, our revenue has been more heavily weighted to the second half of the year.

Fiscal Year

The Company’s fiscal quarters end on the Friday closest to the day on which the calendar quarter ends, except that the fourth quarter and fiscal year end on December 31. The second quarters of our fiscal year in 2011 and 2010 ended on July 1, 2011 and July 2, 2010, respectively.

Acquisition by V.F. Corporation

Acquisition by V.F. Corporation

On June 12, 2011, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with V.F. Corporation (“VF”) and VF Enterprises, Inc., a wholly owned subsidiary of VF (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of VF. Holders of the outstanding shares of the Company’s common stock at the effective time of the Merger will receive $43.00 per share in cash.

Concurrent with the execution of the Merger Agreement, Sidney W. Swartz, Chairman of the Company’s Board of Directors, Jeffrey B. Swartz, President and Chief Executive Officer of the Company, and certain other members of their families and certain trusts established for the benefit of their families or for charitable purposes (collectively, the “Supporting Stockholders”), who collectively control approximately 73.5% of the combined voting power of the Company’s outstanding Class A and Class B common stock, entered into a Voting Agreement (the “Voting Agreement”) with VF. The Voting Agreement provided that, so long as the Voting Agreement had not previously been terminated in accordance with its terms, the Supporting Stockholders would deliver a written consent adopting the Merger Agreement on July 26, 2011. The written consent was delivered on July 26, 2011, and no further action by any other Company stockholder is required to adopt the Merger Agreement or approve the Merger.

New Accounting Pronouncements

New Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-05, Presentation of Comprehensive Income, which revises the manner in which entities present comprehensive income in their financial statements. The ASU removes the presentation options in Accounting Standard Codification Topic 220 and requires entities to report components of comprehensive income in either 1) a continuous statement of comprehensive income or 2) two separate but consecutive statements. The ASU, which does not change the items that must be reported in other comprehensive income or their accounting treatment, is effective for the Company beginning in the first quarter of 2012.

In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. This accounting standard update is the result of joint efforts by the FASB and IASB to develop a single converged fair value framework that provides guidance on how to measure fair value and on what disclosures to provide about fair value measurements. The ASU’s measurement and disclosure requirements, which are required to be applied prospectively, are effective for the Company beginning in the first quarter of 2012 and are not expected to have a material impact on the Company’s results of operations or financial position.

In December 2010, the FASB issued ASU No. 2010-28, When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units With Zero or Negative Carrying Amounts. This accounting standard update requires entities with a zero or negative carrying value to assess, considering adverse qualitative factors, whether it is more likely than not that a goodwill impairment exists. If an entity concludes that it is more likely than not that a goodwill impairment exists, the entity must perform step 2 of the goodwill impairment test. ASU No. 2010-28 was effective for impairment tests performed by the Company during 2011, and its adoption did not have an impact on the Company’s results of operations or financial position.

Fair Value Measurements

Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that ranks the quality and reliability of the information used to determine fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The Company recognizes and reports significant transfers between Level 1 and Level 2, and into and out of Level 3, as of the actual date of the event or change in circumstances that caused the transfer.

XML



Credit Agreement

6 Months Ended

Jul. 01, 2011

Credit Agreement [Abstract]

Credit Agreement

Note 10. Credit Agreement

On April 26, 2011, we entered into a Third Amended and Restated Revolving Credit Agreement with a group of banks led by Bank of America, N.A. (the “Agreement”). The Agreement amends and restates in its entirety the Second Amended and Restated Revolving Credit Agreement dated as of June 2, 2006. The Agreement expires on April 26, 2016. The Agreement provides for $200,000 of committed, unsecured borrowings, of which up to $125,000 may be used for letters of credit. Any letters of credit outstanding under the Agreement ($1,595 at July 1, 2011) reduce the amount available for borrowing under the Agreement. Upon the approval of the bank group, the Company may increase the committed borrowing limit by $100,000 for a total commitment of $300,000. This facility may be used for working capital, share repurchases, acquisitions and other general corporate purposes. Under the terms of the Agreement, the Company may borrow at interest rates based on Eurodollar rates, plus an applicable margin of between 87.5 and 175.0 basis points based on a fixed charge coverage grid. In addition, the Company will pay a commitment fee of 12.5 to 25 basis points per annum on the total commitment, based on a fixed charge coverage grid that is adjusted quarterly. The financial covenants set forth in the Agreement relate to maintaining a minimum fixed charge coverage ratio of 2.25:1 and a leverage ratio of 2:1. The Company will measure compliance with the financial and non-financial covenants and ratios as required by the terms of the Agreement on a fiscal quarter basis. The Agreement also contains certain customary affirmative and negative covenants.

XML



Derivatives (Details) (USD $) In Thousands	Jul. 01, 2011	Dec. 31, 2010	Jul. 02, 2010
Notional Amount of Derivatives, Total [Abstract]
Notional Amount	$ 198,364	$ 134,767	$ 109,750
Pound Sterling [Member]
Notional Amount of Derivatives, Total [Abstract]
Notional Amount	33,161	23,536	22,814
Euro [Member]
Notional Amount of Derivatives, Total [Abstract]
Notional Amount	135,140	88,414	70,080
Japanese Yen [Member]
Notional Amount of Derivatives, Total [Abstract]
Notional Amount	$ 30,063	$ 22,817	$ 16,856

XML



Inventory

6 Months Ended

Jul. 01, 2011

Inventory [Abstract]

Inventory

Note 8. Inventory

Inventory consists of the following:

	July 1, 2011		December 31, 2010		July 2, 2010
Materials	$	12,827	$	11,299	$	9,102
Work-in-process		1,711		841		1,382
Finished goods		237,182		167,928		166,722
Total	$	251,720	$	180,068	$	177,206

XML



Share Repurchase (Details) (Common Class A)	3 Months Ended	6 Months Ended			3 Months Ended		6 Months Ended					6 Months Ended
	Jul. 02, 2010 Share Repurchase Plan 2008 [Member]	Jul. 02, 2010 Share Repurchase Plan 2008 [Member]	Jul. 01, 2011 Share Repurchase Plan 2008 [Member]	Mar. 10, 2008 Share Repurchase Plan 2008 [Member]	Jul. 01, 2011 Share Repurchase Plan 2009 [Member]	Jul. 02, 2010 Share Repurchase Plan 2009 [Member]	Jul. 01, 2011 Share Repurchase Plan 2009 [Member]	Jul. 02, 2010 Share Repurchase Plan 2009 [Member]	Dec. 03, 2009 Share Repurchase Plan 2009 [Member]	Jul. 01, 2011 Share Repurchase Plan 2011 [Member]	May 26, 2011 Share Repurchase Plan 2011 [Member]	Jul. 02, 2010
Share Repurchase (Textuals) [Abstract]
Shares authorized to be repurchase				6,000,000					6,000,000		5,000,000
Shares repurchased under authorization	301,866	1,324,259			1,202,101	1,022,767	1,202,101	1,022,767
Shares available for repurchase			0		1,695,336		1,695,336			5,000,000
Class B common stock converted to Class A common stock, shares												200,000

XML



Summary of Significant Accounting Policies

6 Months Ended

Jul. 01, 2011

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements include the accounts of The Timberland Company and its subsidiaries (“we”, “our”, “us”, “its”, “Timberland” or the “Company”). These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2010.

The financial statements included in this Quarterly Report on Form 10-Q are unaudited, but in the opinion of management, such financial statements include the adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and changes in cash flows for the interim periods presented. The results reported in these financial statements are not necessarily indicative of the results that may be expected for the full year due, in part, to seasonal factors. Historically, our revenue has been more heavily weighted to the second half of the year.

The Company’s fiscal quarters end on the Friday closest to the day on which the calendar quarter ends, except that the fourth quarter and fiscal year end on December 31. The second quarters of our fiscal year in 2011 and 2010 ended on July 1, 2011 and July 2, 2010, respectively.

Acquisition by V.F. Corporation

On June 12, 2011, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with V.F. Corporation (“VF”) and VF Enterprises, Inc., a wholly owned subsidiary of VF (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of VF. Holders of the outstanding shares of the Company’s common stock at the effective time of the Merger will receive $43.00 per share in cash.

Concurrent with the execution of the Merger Agreement, Sidney W. Swartz, Chairman of the Company’s Board of Directors, Jeffrey B. Swartz, President and Chief Executive Officer of the Company, and certain other members of their families and certain trusts established for the benefit of their families or for charitable purposes (collectively, the “Supporting Stockholders”), who collectively control approximately 73.5% of the combined voting power of the Company’s outstanding Class A and Class B common stock, entered into a Voting Agreement (the “Voting Agreement”) with VF. The Voting Agreement provided that, so long as the Voting Agreement had not previously been terminated in accordance with its terms, the Supporting Stockholders would deliver a written consent adopting the Merger Agreement on July 26, 2011. The written consent was delivered on July 26, 2011, and no further action by any other Company stockholder is required to adopt the Merger Agreement or approve the Merger.

New Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-05, Presentation of Comprehensive Income, which revises the manner in which entities present comprehensive income in their financial statements. The ASU removes the presentation options in Accounting Standard Codification Topic 220 and requires entities to report components of comprehensive income in either 1) a continuous statement of comprehensive income or 2) two separate but consecutive statements. The ASU, which does not change the items that must be reported in other comprehensive income or their accounting treatment, is effective for the Company beginning in the first quarter of 2012.

In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. This accounting standard update is the result of joint efforts by the FASB and IASB to develop a single converged fair value framework that provides guidance on how to measure fair value and on what disclosures to provide about fair value measurements. The ASU’s measurement and disclosure requirements, which are required to be applied prospectively, are effective for the Company beginning in the first quarter of 2012 and are not expected to have a material impact on the Company’s results of operations or financial position.

In December 2010, the FASB issued ASU No. 2010-28, When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units With Zero or Negative Carrying Amounts. This accounting standard update requires entities with a zero or negative carrying value to assess, considering adverse qualitative factors, whether it is more likely than not that a goodwill impairment exists. If an entity concludes that it is more likely than not that a goodwill impairment exists, the entity must perform step 2 of the goodwill impairment test. ASU No. 2010-28 was effective for impairment tests performed by the Company during 2011, and its adoption did not have an impact on the Company’s results of operations or financial position.

XML



Share-Based Compensation

6 Months Ended

Jul. 01, 2011

Share-Based Compensation [Abstract]

Share-Based Compensation

Note 4. Share-Based Compensation

Share-based compensation costs were as follows in the quarters and six months ended July 1, 2011 and July 2, 2010, respectively:

	For the Quarter Ended
		July 1, 2011		July 2, 2010
Cost of goods sold		$	64	$	107
Selling expense			1,064		672
General and administrative expense			2,254		1,310
Total share-based compensation		$	3,382	$	2,089

	For the Six Months Ended
		July 1, 2011		July 2, 2010
Cost of goods sold		$	122	$	188
Selling expense			2,178		1,171
General and administrative expense			4,693		2,288
Total share-based compensation		$	6,993	$	3,647

Long Term Incentive Programs

2011 Executive Long Term Incentive Program

On March 2, 2011, the Management Development and Compensation Committee of the Board of Directors (the “MDCC”) approved the terms of The Timberland Company 2011 Executive Long Term Incentive Program (“2011 LTIP”) with respect to equity awards to be made to certain of the Company’s executives and employees. On March 3, 2011, the Board of Directors also approved the 2011 LTIP with respect to the Company’s Chief Executive Officer. The 2011 LTIP was established under the Company’s 2007 Incentive Plan. The awards are subject to future performance, and consist of performance stock units (“PSUs”), equal in value to one share of the Company’s Class A Common Stock, and performance stock options (“PSOs”), with an exercise price of $38.52 (the closing price of the Company’s Class A Common Stock as quoted on the New York Stock Exchange on March 3, 2011, the date of grant). On May 26, 2011, additional awards were made under the 2011 LTIP consisting of PSUs equal in value to one share of the Company’s Class A Common Stock, and PSOs with an exercise price of $32.51 (the closing price of the Company’s Class A Common Stock as quoted on the New York Stock Exchange on May 26, 2011, the date of grant). Shares with respect to the PSUs will be granted and will vest following the end of the applicable performance period and approval by the Board of Directors, or a committee thereof, of the achievement of the applicable performance metric. The PSOs will vest in three equal annual installments following the end of the applicable performance period and approval by the Board of Directors, or a committee thereof, of the achievement of the applicable performance metric. The payout of the performance awards will be based on the Company’s achievement of certain levels of revenue growth and earnings before interest, taxes, depreciation and amortization (“EBITDA”), with threshold, target and maximum award levels based upon actual revenue growth and EBITDA of the Company during the applicable performance periods equaling or exceeding such levels. The performance period for the PSUs is the three-year period from January 1, 2011 through December 31, 2013, and the performance period for the PSOs is the twelve-month period from January 1, 2011 through December 31, 2011. No awards shall be made or earned, as the case may be, unless the threshold goal is attained, and the maximum payout may not exceed 200% of the target award.

The maximum number of shares to be awarded with respect to PSUs under the 2011 LTIP grants is 262,748, which, if earned, will be settled in early 2014. Based on current estimates of the performance metrics, unrecognized compensation expense with respect to the 2011 PSUs was $4,299 as of July 1, 2011. This expense is expected to be recognized over a weighted-average remaining period of 2.7 years.

The maximum number of shares subject to exercise with respect to PSOs under the 2011 LTIP grants is 359,058, which, if earned, will be settled, subject to the vesting schedule noted above, in early 2012. Based on current estimates of the performance metrics, unrecognized compensation expense related to the 2011 PSOs was $2,946 as of July 1, 2011. This expense is expected to be recognized over a weighted-average remaining period of 3.7 years.

2010 Executive Long Term Incentive Program

On March 3, 2010, the MDCC approved the terms of The Timberland Company 2010 Executive Long Term Incentive Program (“2010 LTIP”) with respect to equity awards to be made to certain of the Company’s executives and employees. On March 4, 2010, the Board of Directors also approved the 2010 LTIP with respect to the Company’s Chief Executive Officer. On May 13, 2010, additional awards were made under the 2010 LTIP.

The maximum number of shares to be awarded with respect to PSUs under the 2010 LTIP grants is 519,800, which, if earned, will be settled in early 2013. Based on current estimates of the performance metrics, unrecognized compensation expense with respect to the 2010 PSUs was $2,523 as of July 1, 2011. This expense is expected to be recognized over a weighted-average remaining period of 1.7 years.

Based on actual 2010 performance, the number of shares subject to exercise with respect to PSOs under the 2010 LTIP grants is 491,842, which shares were settled on March 3, 2011, subject to vesting in three equal annual installments.

2009 Executive Long Term Incentive Program

On March 4, 2009, the MDCC of the Board of Directors approved the terms of The Timberland Company 2009 Executive Long Term Incentive Program (“2009 LTIP”) with respect to equity awards to be made to certain of the Company’s executives and employees. On March 5, 2009, the Board of Directors also approved the 2009 LTIP with respect to the Company’s Chief Executive Officer. On May 21, 2009, additional awards were made under the 2009 LTIP.

The maximum number of shares to be awarded with respect to PSUs under the 2009 LTIP grants is 745,000, which, if earned, will be settled in early 2012. Based on current estimates of the performance metrics, unrecognized compensation expense with respect to the 2009 PSUs was $1,048 as of July 1, 2011. This expense is expected to be recognized over a weighted-average remaining period of 0.7 years.

The Company estimates the fair value of its PSOs on the date of grant using the Black-Scholes option valuation model, which employs the following assumptions:

	2011 LTIP		2010 LTIP
	For the Quarter		For the Quarter
	Ended July 1, 2011		Ended July 2, 2010
Expected volatility		52.6%		48.7%
Risk-free interest rate		2.1%		2.5%
Expected life (in years)		5.0		5.0
Expected dividends		-		-

	2011 LTIP		2010 LTIP
	For the Six Months		For the Six Months
	Ended July 1, 2011		Ended July 2, 2010
Expected volatility		49.4%		49.3%
Risk-free interest rate		2.4%		2.8%
Expected life (in years)		6.2		6.3
Expected dividends		-		-

The following summarizes activity associated with PSOs earned under the Company’s 2009 and 2010 LTIP and excludes the performance-based awards noted above under the 2011 LTIP for which performance conditions have not been met:

						Weighted-
				Weighted-		Average
				Average		Remaining			Aggregate
				Exercise		Contractual		Intrinsic
	Shares			Price		Term		Value
Outstanding at January 1, 2011		569,065		$	9.50
Settled		491,842			19.55
Exercised		(41,436	)		9.79
Expired or forfeited		(7,948	)		22.55
Outstanding at July 1, 2011		1,011,523		$	14.28		8.2	$	29,155
Vested or expected to vest at July 1, 2011		951,218		$	14.09		8.1	$	27,591
Exercisable at July 1, 2011		148,239		$	9.43		7.7	$	4,991

Unrecognized compensation expense related to these PSOs was $2,746 as of July 1, 2011. This expense is expected to be recognized over a weighted-average remaining period of 1.7 years.

Other Long Term Incentive Programs

During 2010, the MDCC approved a program to award cash or equity awards based upon the achievement of certain project milestones. Awards will be granted upon approval of performance criteria achievement by a steering committee designated by the Board of Directors, and, if equity based, will vest immediately upon achievement of certain project milestones. The Company expects the milestones to be achieved at various stages through 2013. The maximum aggregate value which may be earned by current plan participants in the program is $2,660, and the number of equity awards to be issued, if applicable, will be determined based on the fair market value of the Company’s Class A Common Stock on the date of issuance. Unrecognized compensation expense related to these awards was $1,192 as of July 1, 2011, and the expense is expected to be recognized over a weighted-average remaining period of 1.5 years.

Stock Options

The Company estimates the fair value of its stock option awards on the date of grant using the Black-Scholes option valuation model, which employs the assumptions noted in the following table, for stock option awards excluding awards issued under the Company’s Long Term Incentive Programs discussed above:

	For the Quarter Ended				For the Six Months Ended
	July 1, 2011		July 2, 2010		July 1, 2011		July 2, 2010
Expected volatility		52.6%		48.7%		51.0%		48.7%
Risk-free interest rate		2.1%		2.5%		2.1%		2.5%
Expected life (in years)		5.0		5.0		5.0		5.0
Expected dividends		-		-		-		-

The following summarizes transactions under stock option arrangements excluding awards under the 2009 and 2010 LTIP, which are summarized in the table above, and the performance-based awards under the 2011 LTIP noted above for which performance conditions have not been met:

						Weighted-
				Weighted-		Average
				Average		Remaining		Aggregate
				Exercise		Contractual		Intrinsic
	Shares			Price		Term		Value
Outstanding at January 1, 2011		3,659,924		$	25.29
Granted		61,806			38.47
Exercised		(1,358,656	)		26.12
Expired or forfeited		(29,068	)		29.00
Outstanding at July 1, 2011		2,334,006		$	25.12		5.0	$	41,976
Vested or expected to vest at July 1, 2011		2,304,438		$	25.11		4.9	$	41,462
Exercisable at July 1, 2011		2,001,903		$	25.94		4.4	$	34,346

Unrecognized compensation expense related to nonvested stock options was $2,089 as of July 1, 2011. This expense is expected to be recognized over a weighted-average remaining period of 1.5 years.

Nonvested Shares

There were 24,960 nonvested stock awards with a weighted-average grant date fair value of $9.34 outstanding on January 1, 2011. These awards vested in their entirety during the first quarter of 2011, and there is no unrecognized compensation expense associated with them.

Changes in the Company’s restricted stock units, excluding awards under the Company’s Long Term Incentive Programs discussed above, for the quarter ended July 1, 2011 are as follows:

				Weighted-
				Average
	Stock			Grant Date
	Units			Fair Value
Nonvested at January 1, 2011		259,992		$	18.27
Awarded		58,293			35.64
Vested		(118,922	)		17.74
Forfeited		(5,238	)		24.70
Nonvested at July 1, 2011		194,125		$	23.64
Expected to vest at July 1, 2011		178,909		$	23.43

Unrecognized compensation expense related to nonvested restricted stock units was $3,564 as of July 1, 2011 and the expense is expected to be recognized over a weighted-average remaining period of 1.5 years.

XML



Share Based Compensation (Details 4) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended
	Jul. 01, 2011
Stock option awards excluding awards issued under LTIP [Member]
Stock Options excluding long term incentive programs
Outstanding at January 1, 2011, Shares	3,659,924
Granted, Shares	61,806
Exercised, Shares	(1,358,656)
Expired or forfeited, Shares	(29,068)
Outstanding at July 1, 2011, Shares	2,334,006
Vested or expected to vest at July 1, 2011, Shares	2,304,438
Exercisable at July 1, 2011, Shares	2,001,903
Outstanding at Jan 1, 2011 , Weighted Average Exercise Price	$ 25.29
Settled, Weighted Average Exercise Price	$ 38.47
Exercised, Weighted Average Exercise Price	$ 26.12
Expired or forfeited, Weighted Average Exercise Price	$ 29.00
Outstanding at July 1, 2011, Weighted Average Exercise Price	$ 25.12
Vested or expected to vest at July 1, 2011, Weighted Average Exercise Price	$ 25.11
Exercisable at July 1, 2011, Weighted Average Exercise Price	$ 25.94
Outstanding at July 1, 2011, Weighted Average Remaining Contractual Term	5.0
Vested or expected to vest at July 1, 2011, Weighted Average Remaining Contractual Term	4.9
Exercisable at July 1, 2011, Weighted Average Remaining Contractual Term	4.4
Outstanding at July 1, 2011, Aggregate Intrinsic Value	$ 41,976
Vested or expected to vest at July 1, 2011, Aggregate Intrinsic Value	41,462
Exercisable at July 1, 2011, Aggregate Intrinsic Value	$ 34,346
Stock Awards excluding awards under LTIP [Member]
Nonvested Shares
Nonvested at January 1, 2011, Stock Awards	259,992
Awarded, Stock Awards	58,293
Vested, Stock Awards	(118,922)
Forfeited, Stock Awards	(5,238)
Nonvested at July 1, 2011, Stock Awards	194,125
Expected to vest at July 1, 2011, Stock Awards	178,909
Nonvested at January 1, Weighted Average Grant Date Fair Value	$ 18.27
Awarded, Weighted Average Grant Date Fair Value	$ 35.64
Vested, Weighted Average Grant Date Fair Value	$ 17.74
Forfeited, Weighted Average Grant Date Fair Value	$ 24.70
Nonvested at July 1, Weighted Average Grant Date Fair Value	$ 23.64
Expected to vest at July 1, 2011, Weighted Average Grant Date Value	$ 23.43

XML



Fair Value Measurements (Details Textuals) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2011	Jul. 02, 2010	Jul. 01, 2011	Jul. 02, 2010	Dec. 31, 2010
Fair Value Measurements (Textuals) [Abstract]
Derivative contracts included in other long-term liabilities	$ 71		$ 71		$ 111
Derivative contracts included in other assets, net	94		94		1
Impairment of goodwill		5,395		5,395
Impairment of intangible assets	$ 736	$ 7,854	$ 736	$ 7,854

XML



Income Taxes (Details) (USD $) In Thousands	3 Months Ended			12 Months Ended
	Apr. 01, 2011	Jul. 02, 2010 Hong Kong Country [Member]	Apr. 02, 2010 Hong Kong Country [Member]	Dec. 31, 2009 Hong Kong Country [Member]
Income Taxes (Textuals) [Abstract]
Net benefit in tax provision	$ 2,250
Approximate income tax assessed from Hong Kong internal revenue department				17,600
Payments to Hong Kong internal revenue department related to tax assessed		$ 7,500	$ 900

XML



Earnings/(Loss) Per Share

6 Months Ended

Jul. 01, 2011

Earnings/(Loss) per share [Abstract]

Earnings/(Loss) Per Share

Note 5. Earnings/(Loss) Per Share

Basic and diluted loss per share (“LPS”) for the quarters ended July 1, 2011 and July 2, 2010 and the six months ended July 1, 2011 exclude common stock equivalents and are computed by dividing net loss by the weighted-average number of common shares outstanding for the periods presented.

Basic earnings per share (“EPS”) excludes common stock equivalents and is computed by dividing net income by the weighted-average number of common shares outstanding for the periods presented. Diluted EPS reflects the potential dilution that would occur if potentially dilutive securities such as stock options were exercised and nonvested shares vested, to the extent such securities would not be anti-dilutive.

The following is a reconciliation of the number of shares (in thousands) for the basic and diluted EPS computation for the six months ended July 2, 2010:

	Net		Weighted- Average		Per-Share
	Income		Shares		Amount
Basic EPS		$2,295		53,698		$.04
Effect of dilutive securities:
Stock options and employee stock purchase plan shares		—		323		—
Nonvested shares		—		163		—
Diluted EPS		$2,295		54,184		$.04

The following securities (in thousands) were outstanding as of July 1, 2011 and July 2, 2010, but were not included in the computation of diluted EPS/(LPS) as their inclusion would be anti-dilutive:

	For the Quarter Ended				For the Six Months Ended
	July 1, 2011		July 2, 2010		July 1, 2011		July 2, 2010
Anti-dilutive securities		1,214		2,967		1,336		2,491

XML



Earnings/(Loss) Per Share (Details) (USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Jul. 01, 2011	Jul. 02, 2010	Jul. 01, 2011	Jul. 02, 2010
Reconciliation of number of shares for the basic and diluted EPS computations
Basic EPS, Net Income	$ (20,106)	$ (23,452)	$ (2,135)	$ 2,295
Basic EPS, Weighted-Average Shares	51,191	53,225	51,052	53,698
Basic EPS, Per-Share Amount	$ (0.39)	$ (0.44)	$ (0.04)	$ 0.04
Effect of dilutive securities:
Stock options and employee stock purchase plan shares, Weighted-Average Shares				323
Nonvested, Weighted-Average shares				163
Diluted EPS, Weighted-Average shares	51,191	53,225	51,052	54,184
Diluted EPS, Per-Share Amount	$ (0.39)	$ (0.44)	$ (0.04)	$ 0.04
Anti Dilutive Securities
Anti-dilutive securities	1,214	2,967	1,336	2,491

XML



Summary of Significant Accounting Policies (Details) (USD $)	Jun. 12, 2011
Summary of Significant Accounting Policies (Textuals) [Abstract]
Amount received by the holders of common stock at the effective time of the merger	$ 43.00
Portion of Company's combined voting power controlled by Supporting Stockholders	73.50%

XML



Derivatives (Details 1) (USD $) In Thousands	Jul. 01, 2011	Dec. 31, 2010	Jul. 02, 2010
Notional value of foreign currency forward (buy) and sell contracts entered as foreign currency risk
Notional Amount	$ 49,531	$ 57,738	$ (7,934)
Notional Amount, Sell Contracts	68,725	71,799	38,496
Notional Amount, Buy Contracts	(19,194)	(14,061)	(46,430)
Pound Sterling [Member]
Notional value of foreign currency forward (buy) and sell contracts entered as foreign currency risk
Notional Amount	14,396	9,312	(18,221)
Euro [Member]
Notional value of foreign currency forward (buy) and sell contracts entered as foreign currency risk
Notional Amount	5,798	8,913	(6,558)
Japanese Yen [Member]
Notional value of foreign currency forward (buy) and sell contracts entered as foreign currency risk
Notional Amount	17,339	28,680	7,309
Canadian Dollar [Member]
Notional value of foreign currency forward (buy) and sell contracts entered as foreign currency risk
Notional Amount	4,871	6,013	4,855
Norwegian Kroner [Member]
Notional value of foreign currency forward (buy) and sell contracts entered as foreign currency risk
Notional Amount	3,657	2,219	2,711
Swedish Krona [Member]
Notional value of foreign currency forward (buy) and sell contracts entered as foreign currency risk
Notional Amount	$ 3,470	$ 2,601	$ 1,970

XML



Share Based Compensation (Details Textual) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended		6 Months Ended				6 Months Ended		3 Months Ended	6 Months Ended					6 Months Ended
	Jul. 01, 2011 Performance stock options [Member] 2011 Executive LTIP [Member]	Mar. 03, 2011 Performance stock options [Member] 2010 Executive LTIP [Member]	Jul. 01, 2011 Performance stock options [Member] 2009 Executive LTIP [Member]	Jul. 01, 2011 Performance stock unit [Member] 2011 Executive LTIP [Member]	May 26, 2011 Performance stock unit [Member] 2011 Executive LTIP [Member]	Mar. 03, 2011 Performance stock unit [Member] 2011 Executive LTIP [Member]	Jul. 01, 2011 Performance stock unit [Member] 2010 Executive LTIP [Member]	Jul. 01, 2011 Performance stock unit [Member] 2009 Executive LTIP [Member]	Jul. 01, 2011 2011 Executive LTIP [Member]	Jul. 01, 2011 2011 Executive LTIP [Member]	Jul. 01, 2011 2009 Executive LTIP [Member]	Jul. 01, 2011 Other Long Term Incentive Programs [Member]	Jul. 01, 2011 Stock option awards excluding awards issued under LTIP [Member]	Dec. 31, 2010 Stock Awards excluding awards under LTIP [Member]	Jul. 01, 2011 Restricted stock units, excluding awards under the Company's LTIP [Member]
Share Based Compensation (Textuals) [Abstract]
Performance stock options exercise Price equal to closing price at Grant Date					$ 32.51	$ 38.52
Performance Period	12 Months									3 years
Performance period for the performance stock units									3 installments		3 installments
Maximum payout of the target award									200.00%	200.00%
Maximum number of shares to be awarded with respect to performance stock units				262,748			519,800	745,000
Number of shares subject to exercise with respect to performance stock options	359,058	491,842
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value														$ 9.34
Nonvested stock awards, vested during the period														24,960
Maximum total value which may be earned by Other Long Term Incentive Plan participants												$ 2,660
Weighted average remaining period over which unrecognized compensation expense is to be recognized	3.7		1.7	2.7			1.7	0.7				1.5	1.5		1.5
Unrecognized compensation expense on nonvested awards	$ 2,946		$ 2,746	$ 4,299			$ 2,523	$ 1,048				$ 1,192	$ 2,089		$ 3,564

XML



Fair Value Measurements (Details 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 01, 2011	Jul. 02, 2010	Jul. 01, 2011	Jul. 02, 2010	Dec. 31, 2010	Dec. 31, 2009
Impairment charges, by segment
Goodwill, impairment charge		$ 5,395		$ 5,395
Impairment of intangible assets	736	7,854	736	7,854
Impairment of goodwill and intangible assets		13,249
Assumptions Used In Determination Of Goodwill And Intangible Assets Impairment (Textuals) [Abstract]
Remaining indefinite-lived trademark intangible assets	33,630	36,195	33,630	36,195	34,839
Goodwill	38,958	38,958	38,958	38,958	38,958	44,353
Europe [Member]
Impairment charges, by segment
Goodwill, impairment charge		483		483
Impairment of goodwill and intangible assets		5,077
Assumptions Used In Determination Of Goodwill And Intangible Assets Impairment (Textuals) [Abstract]
Goodwill	6,994	6,994	6,994	6,994	6,994	7,477
Europe [Member] | Howies [Member]
Impairment charges, by segment
Impairment of goodwill and intangible assets		3,425
Europe [Member] | Howies [Member] | Trademarks [Member]
Impairment charges, by segment
Impairment of intangible assets		3,181
Europe [Member] | Howies [Member] | Other intangibles [Member]
Impairment charges, by segment
Impairment of intangible assets		244
Europe [Member] | Retail [Member]
Impairment charges, by segment
Goodwill, impairment charge		483
Impairment of goodwill and intangible assets		483
Europe [Member] | IPath [Member]
Impairment charges, by segment
Impairment of goodwill and intangible assets		1,169
Europe [Member] | IPath [Member] | Trademarks [Member]
Impairment charges, by segment
Impairment of intangible assets		1,169
Europe [Member] | Trademarks [Member]
Impairment charges, by segment
Impairment of intangible assets		4,350
Europe [Member] | Other intangibles [Member]
Impairment charges, by segment
Impairment of intangible assets		244
North America [Member]
Impairment charges, by segment
Goodwill, impairment charge		4,912		4,912
Impairment of goodwill and intangible assets		8,172
Assumptions Used In Determination Of Goodwill And Intangible Assets Impairment (Textuals) [Abstract]
Goodwill	31,964	31,964	31,964	31,964	31,964	36,876
North America [Member] | Retail [Member]
Impairment charges, by segment
Goodwill, impairment charge		794
Impairment of goodwill and intangible assets		794
North America [Member] | IPath [Member]
Impairment charges, by segment
Goodwill, impairment charge		4,118
Impairment of goodwill and intangible assets		7,378
North America [Member] | IPath [Member] | Trademarks [Member]
Impairment charges, by segment
Impairment of intangible assets		2,032
North America [Member] | IPath [Member] | Other intangibles [Member]
Impairment charges, by segment
Impairment of intangible assets		1,228
North America [Member] | Trademarks [Member]
Impairment charges, by segment
Impairment of intangible assets		2,032
North America [Member] | Other intangibles [Member]
Impairment charges, by segment
Impairment of intangible assets		1,228
Howies [Member]
Assumptions Used In Determination Of Goodwill And Intangible Assets Impairment (Textuals) [Abstract]
Residual revenue growth rate	4.00%	4.00%
Market royalty rate	1.50%	2.00%
Weighted average discount rate	25.00%	24.00%
Remaining indefinite-lived trademark intangible assets		1,200		1,200
Howies [Member] | Trademarks [Member]
Assumptions Used In Determination Of Goodwill And Intangible Assets Impairment (Textuals) [Abstract]
Remaining finite-lived trademark intangible assets	540		540
IPath [Member]
Assumptions Used In Determination Of Goodwill And Intangible Assets Impairment (Textuals) [Abstract]
Residual revenue growth rate		4.00%
Market royalty rate		1.50%
Weighted average discount rate		22.00%
Goodwill		0		0
IPath [Member] | Trademarks [Member]
Assumptions Used In Determination Of Goodwill And Intangible Assets Impairment (Textuals) [Abstract]
Remaining finite-lived trademark intangible assets		720		720
North America and Europe Retail [Member]
Assumptions Used In Determination Of Goodwill And Intangible Assets Impairment (Textuals) [Abstract]
Residual revenue growth rate		4.00%
Weighted average discount rate		19.00%
Goodwill		0		0
Trademarks [Member]
Impairment charges, by segment
Impairment of intangible assets		6,382
Other intangibles [Member]
Impairment charges, by segment
Impairment of intangible assets		$ 1,472

XML



Litigation

6 Months Ended

Jul. 01, 2011

Litigation [Abstract]

Litigation

Note 13. Litigation

We are involved in various litigation and legal proceedings that have arisen in the ordinary course of business and with respect to particular transactions and events as described below. Management believes that the ultimate resolution of any such matters will not have a material adverse effect on our unaudited condensed consolidated financial statements.

Shareholder Litigation

Shortly after the Company entered into the Merger Agreement with V.F. Corporation, three putative stockholder class action complaints were filed, on behalf of Timberland’s public stockholders, in the Court of Chancery of the State of Delaware against Timberland, the members of the Timberland Board, V.F. Corporation, and V.F. Enterprises, Inc., a wholly-owned subsidiary of V.F. Corporation. The complaints generally allege, among other things, that the members of the Timberland Board breached their fiduciary duties owed to Timberland’s public stockholders by causing Timberland to enter into the Merger Agreement, approving the merger, failing to take steps to ascertain and maximize the value of Timberland, failing to conduct a public auction or other market check, and failing to provide Timberland’s public stockholders with the right to vote on whether to approve the merger, and that V.F. Corporation and V.F. Enterprises, Inc. aided and abetted such breaches of fiduciary duties. In addition, the complaints allege that the Merger Agreement improperly favors V.F. Corporation and unduly restricts Timberland’s ability to negotiate with other potential bidders. The complaints generally seek, among other things, declaratory and injunctive relief concerning the alleged fiduciary breaches, injunctive relief prohibiting defendants from consummating the merger, other forms of equitable relief, and compensatory damages. On June 30, 2011, the three actions described above were consolidated under the caption In re The Timberland Company Shareholder Litigation, C.A. No. 6577-CS. While this litigation is at an early stage, the Company believes that the claims are without merit and intends to defend against the litigation vigorously.

A purported class action, City of Omaha Police and Fire Retirement System, On Behalf of Itself and All Others Similarly Situated v. The Timberland Company and Jeffrey B. Swartz, U.S.D.C., District of New Hampshire, was filed on June 3, 2011 on behalf of persons who purchased the common stock of Timberland between February 17, 2011 and May 4, 2011, seeking remedies under the Securities Exchange Act of 1934. The Complaint alleges false and misleading statements and a scheme to defraud during the class period. While this litigation is at an early stage, the Company believes this lawsuit is without merit and intends to defend against the litigation vigorously.

XML



Comprehensive Income/(Loss)

6 Months Ended

Jul. 01, 2011

Comprehensive Income/(Loss) [Abstract]

Comprehensive Income/(Loss)

Note 6. Comprehensive Income/(Loss)

Comprehensive income/(loss) for the quarters and six months ended July 1, 2011 and July 2, 2010 is as follows:

	For the Quarter Ended				For the Six Months Ended
	July 1, 2011		July 2, 2010		July 1, 2011		July 2, 2010
Net income/(loss)	$	(20,106)	$	(23,452)	$	(2,135)	$	2,295
Change in cumulative translation adjustment		2,390		(4,512)		7,369		(11,990)
Change in fair value of cash flow hedges, net of taxes		(2,599)		2,412		(4,744)		6,466
Change in other adjustments, net of taxes		13		6		(42)		(46)
Comprehensive income/loss	$	(20,302)	$	(25,546)	$	448	$	(3,275)

The components of accumulated other comprehensive income as of July 1, 2011, December 31, 2010 and July 2, 2010 were:

	July 1, 2011		December 31, 2010		July 2, 2010
Cumulative translation adjustment	$	15,392	$	8,023	$	1,663
Fair value of cash flow hedges, net of taxes of $(333) at July 1, 2011, $(84) at December 31, 2010 and $388 at July 2, 2010		(6,335)		(1,591)		7,370
Other adjustments, net of taxes of $61 at July 1, 2011, $96 at December 31, 2010 and $105 at July 2, 2010		197		239		445
Total	$	9,254	$	6,671	$	9,478

XML



Derivatives (Tables)

6 Months Ended

Jul. 01, 2011

Derivatives [Abstract]

Notional value of foreign currency forward sell contracts entered as cash flow hedges

	Notional Amount
Currency	July 1, 2011		December 31, 2010		July 2, 2010
Pound Sterling		$33,161		$23,536		$22,814
Euro		135,140		88,414		70,080
Japanese Yen		30,063		22,817		16,856
Total		$198,364		$134,767		$109,750
Latest Maturity Date	January 2013		January 2012		April 2011

Notional value of Foreign currency Forward Buy and Sell Contracts entered as foreign currency risk

	Notional Amount
Currency	July 1, 2011			December 31, 2010			July 2, 2010
Pound Sterling		$14,396			$9,312			$(18,221	)
Euro		5,798			8,913			(6,558	)
Japanese Yen		17,339			28,680			7,309
Canadian Dollar		4,871			6,013			4,855
Norwegian Kroner		3,657			2,219			2,711
Swedish Krona		3,470			2,601			1,970
Total		$49,531			$57,738			$(7,934	)
Sell Contracts		$68,725			$71,799			$38,496
Buy Contracts		(19,194	)		(14,061	)		(46,430	)
Total Contracts		$49,531			$57,738			$(7,934	)
Latest Maturity Date	October 2011			April 2011			October 2010

Fair Value of Derivative Instruments

	Asset Derivatives						Liability Derivatives
	Fair Value						Fair Value
Balance Sheet Location	July 1, 2011		December 31, 2010		July 2, 2010		July 1, 2011		December 31, 2010		July 2, 2010
Derivatives designated as hedge instruments:
Derivative assets	$	-	$	-	$	8,437	$	-	$	-	$	679
Derivative liabilities		242		1,693		45		6,962		3,284		57
Other assets, net		164		6		-		70		5		-
Other long-term liabilities		96		67		-		167		178		-
	$	502	$	1,766	$	8,482	$	7,199	$	3,467	$	736
Derivatives not designated as hedge instruments:
Derivative assets	$	74	$	29	$	124	$	24	$	-	$	-
Derivative liabilities		10		6		6		159		105		85
	$	84	$	35	$	130	$	183	$	105	$	85
Total derivatives	$	586	$	1,801	$	8,612	$	7,382	$	3,572	$	821

Effect of Derivative Instruments on the Statements of Operations

Amount of Gain/(Loss)

Amount of Gain/(Loss)

Location of Gain/(Loss)

Reclassified from

Recognized in OCI on

Reclassified from

Accumulated OCI into

Derivatives in

Derivatives

Accumulated OCI into

Income

Cash Flow

(Effective Portion)

Income

(Effective Portion)

Hedging Relationships

2011

2010

(Effective Portion)

2011

2010

Foreign exchange forward contracts

$(3,319

)

$2,812

(1)

Cost of goods sold

$(583

)

$273

⁽¹⁾ Amount reported in the prior year of $7,358 was decreased by $4,546 in the current year to $2,812. This amount represents the gain on derivatives recognized in other comprehensive income during the period and was changed to conform to the current period presentation.

		Amount of Gain/(Loss)
		Recognized in
Derivatives not Designated	Location of Gain/(Loss)Recognized	Income on Derivatives
as Hedging Instruments	In Income on Derivatives	2011			2010
Foreign exchange forward contracts	Other, net		$(809	)		$1,545

The Effect of Derivative Instruments on the Statements of Operations for the Six Months Ended July 1, 2011 and July 2, 2010

Amount of Gain/(Loss)

Amount of Gain/(Loss)

Location of Gain/(Loss)

Reclassified from

Recognized in OCI on

Reclassified from

Accumulated OCI into

Derivatives in

Derivatives

Accumulated OCI into

Income

Cash Flow

(Effective Portion)

Income

(Effective Portion)

Hedging Relationships

2011

2010

(Effective Portion)

2011

2010

Foreign exchange forward contracts

$(8,625

)

$8,412

(1)

Cost of goods sold

$(3,631

)

$1,606

⁽¹⁾ Amount reported in the prior year of $7,358 was increased by $1,054 in the current year to $8,412. This amount represents the gain on derivatives recognized in other comprehensive income during the period and was changed to conform to the current period presentation.

		Amount of Gain/(Loss)
		Recognized in
Derivatives not Designated	Location of Gain/(Loss)Recognized	Income on Derivatives
as Hedging Instruments	In Income on Derivatives	2011			2010
Foreign exchange forward contracts	Other, net		$(764	)		$(622	)

XML



Share Based Compensation (Details 3) (Stock option awards excluding awards issued under LTIP [Member])	3 Months Ended		6 Months Ended
	Jul. 01, 2011	Jul. 02, 2010	Jul. 01, 2011	Jul. 02, 2010
Stock option awards excluding awards issued under LTIP [Member]
Fair value of Stock Options
Expected volatility	52.60%	48.70%	51.00%	48.70%
Risk-free interest rate	2.10%	2.50%	2.10%	2.50%
Expected life (in years)	5.0	5.0	5.0	5.0
Expected dividends	0.00%	0.00%	0.00%	0.00%

XML



Fair Value Measurements (Details) (Fair Value, Measurements, Recurring [Member], USD $) In Thousands	Jul. 01, 2011	Dec. 31, 2010	Jul. 02, 2010
Foreign exchange forward contracts
Derivative assets	$ 145	$ 30	$ 7,882
Cash surrender value of life insurance	8,436	7,564	6,779
Foreign exchange forward contracts
Derivative liabilities	6,941	1,801	91
Level 1 [Member]
Foreign exchange forward contracts
Derivative assets	0	0	0
Cash surrender value of life insurance	0	0	0
Foreign exchange forward contracts
Derivative liabilities	0	0	0
Level 1 [Member] | Time Deposits [Member]
Cash equivalents:
Cash equivalents	0	0	0
Level 1 [Member] | Mutual funds [Member]
Cash equivalents:
Cash equivalents	0	0	0
Level 2 [Member]
Foreign exchange forward contracts
Derivative assets	586	1,801	8,612
Cash surrender value of life insurance	8,436	7,564	6,779
Foreign exchange forward contracts
Derivative liabilities	7,382	3,572	821
Level 2 [Member] | Time Deposits [Member]
Cash equivalents:
Cash equivalents	90,000	95,000	85,004
Level 2 [Member] | Mutual funds [Member]
Cash equivalents:
Cash equivalents	16,020	13,202	36,992
Level 3 [Member]
Foreign exchange forward contracts
Derivative assets	0	0	0
Cash surrender value of life insurance	0	0	0
Foreign exchange forward contracts
Derivative liabilities	0	0	0
Level 3 [Member] | Time Deposits [Member]
Cash equivalents:
Cash equivalents	0	0	0
Level 3 [Member] | Mutual funds [Member]
Cash equivalents:
Cash equivalents	0	0	0
Impact of Netting [Member]
Foreign exchange forward contracts
Derivative assets	(441)	(1,771)	(730)
Cash surrender value of life insurance	0	0	0
Foreign exchange forward contracts
Derivative liabilities	(441)	(1,771)	(730)
Impact of Netting [Member] | Time Deposits [Member]
Cash equivalents:
Cash equivalents	0	0	0
Impact of Netting [Member] | Mutual funds [Member]
Cash equivalents:
Cash equivalents	0	0	0
Time Deposits [Member]
Cash equivalents:
Cash equivalents	90,000	95,000	85,004
Mutual funds [Member]
Cash equivalents:
Cash equivalents	$ 16,020	$ 13,202	$ 36,992

XML



Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands	6 Months Ended
	Jul. 01, 2011	Jul. 02, 2010
Cash flows from operating activities:
Net income/(loss)	$ (2,135)	$ 2,295
Adjustments to reconcile net income/(loss) to net cash provided/(used) by operating activities:
Deferred income taxes	9,929	(4,811)
Share-based compensation	6,993	3,647
Depreciation and amortization	13,033	13,053
Provision for losses on accounts receivable	316	1,584
Impairment of goodwill		5,395
Impairment of intangible assets	736	7,854
Excess tax benefit from share-based compensation	(5,116)	(303)
Unrealized (gain)/loss on derivatives	283	(176)
Other non-cash charges/(credits), net	(32)	222
Increase/(decrease) in cash from changes in operating assets and liabilities:
Accounts receivable	75,438	53,559
Inventory	(71,005)	(20,139)
Prepaid expense and other assets	(1,954)	1,429
Accounts payable	19,416	(700)
Accrued expense	(41,607)	(43,006)
Prepaid income taxes	(11,163)	(15,451)
Income taxes payable	(15,527)	(3,611)
Other liabilities	2,160	205
Net cash provided/(used) by operating activities	(20,235)	1,046
Cash flows from investing activities:
Additions to property, plant and equipment	(19,236)	(7,289)
Other	(499)	(116)
Net cash used by investing activities	(19,735)	(7,405)
Cash flows from financing activities:
Common stock repurchases	(40,939)	(44,220)
Issuance of common stock	36,499	2,435
Excess tax benefit from share-based compensation	5,116	587
Other	(1,195)	(634)
Net cash used by financing activities	(519)	(41,832)
Effect of exchange rate changes on cash and equivalents	2,068	(3,850)
Net decrease in cash and equivalents	(38,421)	(52,041)
Cash and equivalents at beginning of period	272,221	289,839
Cash and equivalents at end of period	233,800	237,798
Supplemental disclosures of cash flow information:
Interest paid	282	276
Income taxes paid	19,088	26,891
Non-cash investing activity (ERP system costs on account)	$ 3,027

XML



Share Based Compensation (Tables)

6 Months Ended

Jul. 01, 2011

Share-Based Compensation [Abstract]

Share-based compensation costs

	For the Quarter Ended
		July 1, 2011		July 2, 2010
Cost of goods sold		$	64	$	107
Selling expense			1,064		672
General and administrative expense			2,254		1,310
Total share-based compensation		$	3,382	$	2,089

	For the Six Months Ended
		July 1, 2011		July 2, 2010
Cost of goods sold		$	122	$	188
Selling expense			2,178		1,171
General and administrative expense			4,693		2,288
Total share-based compensation		$	6,993	$	3,647

Fair value of PSOs

	2011 LTIP		2010 LTIP
	For the Quarter		For the Quarter
	Ended July 1, 2011		Ended July 2, 2010
Expected volatility		52.6%		48.7%
Risk-free interest rate		2.1%		2.5%
Expected life (in years)		5.0		5.0
Expected dividends		-		-

	2011 LTIP		2010 LTIP
	For the Six Months		For the Six Months
	Ended July 1, 2011		Ended July 2, 2010
Expected volatility		49.4%		49.3%
Risk-free interest rate		2.4%		2.8%
Expected life (in years)		6.2		6.3
Expected dividends		-		-

Stock options earned under the Company's LTIP

						Weighted-
				Weighted-		Average
				Average		Remaining			Aggregate
				Exercise		Contractual		Intrinsic
	Shares			Price		Term		Value
Outstanding at January 1, 2011		569,065		$	9.50
Settled		491,842			19.55
Exercised		(41,436	)		9.79
Expired or forfeited		(7,948	)		22.55
Outstanding at July 1, 2011		1,011,523		$	14.28		8.2	$	29,155
Vested or expected to vest at July 1, 2011		951,218		$	14.09		8.1	$	27,591
Exercisable at July 1, 2011		148,239		$	9.43		7.7	$	4,991

Fair value of Stock Options

	For the Quarter Ended				For the Six Months Ended
	July 1, 2011		July 2, 2010		July 1, 2011		July 2, 2010
Expected volatility		52.6%		48.7%		51.0%		48.7%
Risk-free interest rate		2.1%		2.5%		2.1%		2.5%
Expected life (in years)		5.0		5.0		5.0		5.0
Expected dividends		-		-		-		-

Stock Options excluding long term incentive programs

						Weighted-
				Weighted-		Average
				Average		Remaining		Aggregate
				Exercise		Contractual		Intrinsic
	Shares			Price		Term		Value
Outstanding at January 1, 2011		3,659,924		$	25.29
Granted		61,806			38.47
Exercised		(1,358,656	)		26.12
Expired or forfeited		(29,068	)		29.00
Outstanding at July 1, 2011		2,334,006		$	25.12		5.0	$	41,976
Vested or expected to vest at July 1, 2011		2,304,438		$	25.11		4.9	$	41,462
Exercisable at July 1, 2011		2,001,903		$	25.94		4.4	$	34,346

Nonvested Shares

				Weighted-
				Average
	Stock			Grant Date
	Units			Fair Value
Nonvested at January 1, 2011		259,992		$	18.27
Awarded		58,293			35.64
Vested		(118,922	)		17.74
Forfeited		(5,238	)		24.70
Nonvested at July 1, 2011		194,125		$	23.64
Expected to vest at July 1, 2011		178,909		$	23.43

XML



Business Segments and Geographic Information (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2011	Jul. 02, 2010	Jul. 01, 2011	Jul. 02, 2010	Dec. 31, 2010	Dec. 31, 2009
Key Segment Reporting Measurements
Revenue	$ 240,127	$ 188,954	$ 589,131	$ 505,996
Operating income/(loss)	(30,912)	(33,307)	(3,027)	6,081
Income/(loss) before income taxes	(29,745)	(33,032)	(236)	6,157
Total assets	870,019	766,565	870,019	766,565	892,359
Goodwill	38,958	38,958	38,958	38,958	38,958	44,353
North America [Member]
Key Segment Reporting Measurements
Revenue	106,134	91,995	238,117	213,853
Operating income/(loss)	8,131	2,921	29,417	24,563
Income/(loss) before income taxes	8,131	2,921	29,417	24,563
Total assets	250,244	211,059	250,244	211,059
Goodwill	31,964	31,964	31,964	31,964	31,964	36,876
Europe [Member]
Key Segment Reporting Measurements
Revenue	91,713	66,750	257,418	218,380
Operating income/(loss)	(6,198)	(11,812)	22,684	25,456
Income/(loss) before income taxes	(6,198)	(11,812)	22,684	25,456
Total assets	340,345	323,512	340,345	323,512
Goodwill	6,994	6,994	6,994	6,994	6,994	7,477
Asia [Member]
Key Segment Reporting Measurements
Revenue	42,280	30,209	93,596	73,763
Operating income/(loss)	1,523	2,630	9,769	9,477
Income/(loss) before income taxes	1,523	2,630	9,769	9,477
Total assets	78,612	49,459	78,612	49,459
Goodwill		0		0
Unallocated Corporate [Member]
Key Segment Reporting Measurements
Operating income/(loss)	(34,368)	(27,046)	(64,897)	(53,415)
Income/(loss) before income taxes	(33,201)	(26,771)	(62,106)	(53,339)
Total assets	200,818	182,535	200,818	182,535
Goodwill		$ 0		$ 0

XML



Comprehensive Income/(Loss) (Tables)

6 Months Ended

Jul. 01, 2011

Comprehensive Income/(Loss) [Abstract]

Comprehensive Income

	For the Quarter Ended				For the Six Months Ended
	July 1, 2011		July 2, 2010		July 1, 2011		July 2, 2010
Net income/(loss)	$	(20,106)	$	(23,452)	$	(2,135)	$	2,295
Change in cumulative translation adjustment		2,390		(4,512)		7,369		(11,990)
Change in fair value of cash flow hedges, net of taxes		(2,599)		2,412		(4,744)		6,466
Change in other adjustments, net of taxes		13		6		(42)		(46)
Comprehensive income/loss	$	(20,302)	$	(25,546)	$	448	$	(3,275)

Components of accumulated other comprehensive income

	July 1, 2011		December 31, 2010		July 2, 2010
Cumulative translation adjustment	$	15,392	$	8,023	$	1,663
Fair value of cash flow hedges, net of taxes of $(333) at July 1, 2011, $(84) at December 31, 2010 and $388 at July 2, 2010		(6,335)		(1,591)		7,370
Other adjustments, net of taxes of $61 at July 1, 2011, $96 at December 31, 2010 and $105 at July 2, 2010		197		239		445
Total	$	9,254	$	6,671	$	9,478

XML



Fair Value Measurements

6 Months Ended

Jul. 01, 2011

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 2. Fair Value Measurements

Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that ranks the quality and reliability of the information used to determine fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The Company recognizes and reports significant transfers between Level 1 and Level 2, and into and out of Level 3, as of the actual date of the event or change in circumstances that caused the transfer.

Financial Assets and Liabilities

The following tables present information about our assets and liabilities measured at fair value on a recurring basis as of July 1, 2011, December 31, 2010, and July 2, 2010:

Description	Level 1		Level 2		Level 3		Impact of Netting		July 1, 2011
Assets:
Cash equivalents:
Time deposits	$	-	$	90,000	$	-	$	-	$	90,000
Mutual funds	$	-	$	16,020	$	-	$	-	$	16,020
Foreign exchange forward contracts:
Derivative assets	$	-	$	586	$	-	$	(441)	$	145
Cash surrender value of life insurance	$	-	$	8,436	$	-	$	-	$	8,436
Liabilities:
Foreign exchange forward contracts:
Derivative liabilities	$	-	$	7,382	$	-	$	(441)	$	6,941

Description	Level 1		Level 2		Level 3		Impact of Netting		December 31, 2010
Assets:
Cash equivalents:
Time deposits		$-		$95,000		$-		$-		$95,000
Mutual funds		$-		$13,202		$-		$-		$13,202
Foreign exchange forward contracts:
Derivative assets		$-		$1,801		$-		$(1,771)		$30
Cash surrender value of life insurance		$-		$7,564		$-		$-		$7,564
Liabilities:
Foreign exchange forward contracts:
Derivative liabilities		$-		$3,572		$-		$(1,771)		$1,801
Description	Level 1		Level 2		Level 3		Impact of Netting		July 2, 2010
Assets:
Cash equivalents:
Time deposits		$-		$85,004		$-		$-		$85,004
Mutual funds		$-		$36,992		$-		$-		$36,992
Foreign exchange forward contracts:
Derivative assets		$-		$8,612		$-		$(730)		$7,882
Cash surrender value of life insurance		$-		$6,779		$-		$-		$6,779
Liabilities:
Foreign exchange forward contracts:
Derivative liabilities		$-		$821		$-		$(730)		$91

Cash equivalents, included in cash and equivalents on our unaudited condensed consolidated balance sheet, include money market mutual funds and time deposits placed with a variety of high credit quality financial institutions. Time deposits are valued based on current interest rates and mutual funds are valued at the net asset value of the fund. The carrying values of accounts receivable and accounts payable approximate their fair values due to their short-term maturities.

The fair value of the derivative contracts in the table above is reported on a gross basis by level based on the fair value hierarchy with a corresponding adjustment for netting for financial statement presentation purposes, where appropriate. The Company often enters into derivative contracts with a single counterparty and certain of these contracts are covered under a master netting agreement. The fair values of our foreign currency forward contracts are based on quoted market prices or pricing models using current market rates. As of July 1, 2011, the derivative contracts above include $94 of assets and $71 of liabilities included in other assets, net and other long-term liabilities, respectively, on our unaudited condensed consolidated balance sheet. As of December 31, 2010, the derivative contracts above include $1 of assets and $111 of liabilities included in other assets, net and other long-term liabilities, respectively, on our unaudited condensed consolidated balance sheet. There were no derivative contracts included in other assets, net or other long-term liabilities on our unaudited condensed consolidated balance sheet as of July 2, 2010.

The cash surrender value of life insurance represents insurance contracts held as assets in a rabbi trust to fund the Company’s deferred compensation plan. These assets are included in other assets, net on our unaudited condensed consolidated balance sheet. The cash surrender value of life insurance is based on the net asset values of the underlying funds available to plan participants.

Nonfinancial Assets

Goodwill and indefinite-lived intangible assets are tested for impairment annually at the end of our second quarter and when events occur or circumstances change that would, more likely than not, reduce the fair value of a business unit or an intangible asset with an indefinite-life below its carrying value. Events or changes in circumstances that may trigger interim impairment reviews include significant changes in business climate, operating results, planned investment in the business unit or an expectation that the carrying amount may not be recoverable, among other factors. The goodwill impairment test, performed at a reporting unit level, is a two-step test that requires, under the first test, that we determine the fair value of a reporting unit and compare it to the reporting unit’s carrying value, including goodwill. We use established income and market valuation approaches to determine the fair value of the reporting unit. For trademark intangible assets, management uses the relief-from-royalty method in which fair value is the discounted value of forecasted royalty revenue arising from a trademark using a royalty rate that an independent third party would pay for use of that trademark. Further information regarding the fair value measurements is provided below.

2011 Analysis

We completed our annual impairment test of goodwill and indefinite-lived trademarks at the end of our second quarter. We determined that the carrying value of the howies trademark exceeded its estimated fair value and, accordingly, recorded an impairment charge of $736. This charge is reflected in the Europe segment. We also concluded that the fair values of the SmartWool trademark and the reporting units to which goodwill relates substantially exceeded their respective carrying values. Accordingly, we did not identify any impairment.

Our test of goodwill requires that we assess the fair value of the North America Wholesale and Europe Wholesale reporting units. We determined their fair value as of July 2, 2010, by preparing a discounted cash flow analysis using forward-looking projections of the reporting units’ future operating results, as well as consideration of market valuation approaches. When completing the step-one test on July 1, 2011, we elected to carry forward the previous determination of fair value for our North America Wholesale and Europe Wholesale reporting units rather than reassess their fair value. We elected to carry forward the previous determination of fair value because we met the following requirements: (i) The most recent fair value determination exceeded the carrying amount by a substantial margin; (ii) based on an analysis of the events that have transpired since last year’s fair valuation, the likelihood was remote that the current fair value would be less than the current carrying amount of the reporting unit; and (iii) the assets or liabilities of the reporting units have not changed significantly since the valuation.

howies

The Company completed its annual impairment testing for the howies indefinite-lived trademark intangible asset in the second quarter of 2011, and recorded a non-cash impairment charge of $736 in its consolidated statement of operations. Management’s business plans and projections were used to develop the expected cash flows for the next five years and a 4% residual revenue growth rate applied thereafter. The analysis reflects a market royalty rate of 1.5% and a weighted average discount rate of 25%, derived primarily from published sources and adjusted for increased market risk. The impairment charge reduced the howies trademark to its estimated fair value of $540 at July 1, 2011.

2010 Analysis

During the quarter ended July 2, 2010, management concluded that the carrying value of goodwill exceeded the estimated fair value for its IPath, North America Retail and Europe Retail reporting units and, accordingly, recorded an impairment charge of $5,395. Management also concluded that the carrying value of the IPath and howies trademarks and other intangible assets exceeded the estimated fair value and, accordingly, recorded an impairment charge of $7,854. The Company’s North America Wholesale and Europe Wholesale business units had fair values substantially in excess of their carrying value. See Note 9 to the unaudited condensed consolidated financial statements.

Impairment charges included in the second quarter of 2010 unaudited condensed consolidated statement of operations, by segment, are as follows:

	North America				Sub-				Europe				Sub-		Total
	IPath		Retail		Total		IPath		howies		Retail		Total		Company
Goodwill	$	4,118	$	794	$	4,912	$	-	$	-	$	483	$	483	$	5,395
Trademarks		2,032		-		2,032		1,169		3,181		-		4,350		6,382
Other intangibles		1,228		-		1,228		-		244		-		244		1,472
	$	7,378	$	794	$	8,172	$	1,169	$	3,425	$	483	$	5,077	$	13,249

These non-recurring fair value measurements were developed using significant unobservable inputs (Level 3). For goodwill, the primary valuation technique used was the discounted cash flow analysis based on management’s estimates of forecasted cash flows for each business unit, with those cash flows discounted to present value using rates proportionate with the risks of those cash flows. In addition, management used a market-based valuation method involving analysis of market multiples of revenues and earnings before interest, taxes, depreciation and amortization for a group of similar publicly traded companies and, if applicable, recent transactions involving comparable companies. The Company believes the blended use of these models balances the inherent risk associated with either model if used on a stand-alone basis, and this combination is indicative of the factors a market participant would consider when performing a similar valuation. For trademark intangible assets, management used the relief-from-royalty method in which fair value is the discounted value of forecasted royalty revenue arising from a trademark using a royalty rate that an independent third party would pay for use of that trademark. Further information regarding the fair value measurements is provided below.

IPath

The IPath business unit did not meet the revenue and earnings growth forecasted at its acquisition in April 2007. Accordingly, during the second quarter of 2010, management reassessed the financial expectations of this business as part of its long range planning process. The revenue and earnings growth assumptions were developed based on near term trends, potential opportunities and planned investment in the IPath^® brand. Management’s business plans and projections were used to develop the expected cash flows for the next five years and a 4% residual revenue growth rate applied thereafter. The analysis reflects a market royalty rate of 1.5% and a weighted average discount rate of 22%, derived primarily from published sources and adjusted for increased market risk. After the charges in the table above, there was $720 of finite-lived trademark intangible assets remaining at July 2, 2010. The carrying value of IPath’s goodwill was reduced to zero.

howies

howies had not met the revenue and earnings growth forecasted at its acquisition in December 2006. Accordingly, during the second quarter of 2010, management reassessed the financial expectations of this business as part of its long range planning process. The revenue and earnings growth assumptions were developed based on near term trends, potential opportunities and planned investment in the howies^® brand. Management’s business plans and projections were used to develop the expected cash flows for the next five years and a 4% residual revenue growth rate applied thereafter. The analysis reflects a market royalty rate of 2% and a weighted average discount rate of 24%, derived primarily from published sources and adjusted for increased market risk. After the charges in the table above, there was $1,200 of indefinite-lived trademark intangible assets remaining at July 2, 2010.

North America and Europe Retail

The Company’s retail businesses in North America and Europe have been negatively impacted by continued weakness in the macroeconomic environment, low consumer spending and a longer than expected economic recovery. The fair value of these businesses using the discounted cash flow analysis were based on management’s business plans and projections for the next five years and a 4% residual growth thereafter. The analysis reflects a weighted average discount rate in the range of 19%, derived primarily from published sources and adjusted for increased market risk. After the charges in the table above, the carrying value of the goodwill was zero at July 2, 2010.

XML



Income Taxes

6 Months Ended

Jul. 01, 2011

Income Taxes [Abstract]

Income Taxes

Note 11. Income Taxes

We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year. Discrete items and changes in our estimate of the annual effective tax rate are recorded in the period they occur. During the first quarter of 2011, the Company recorded a charge of approximately $2,250 to income tax expense related to certain prior year matters.

In December 2009, we received a Notice of Assessment from the Internal Revenue Department of Hong Kong for approximately $17,600 with respect to the tax years 2004 through 2008. In connection with the assessment, the Company was required to make payments to the Internal Revenue Department of Hong Kong totaling approximately $900 in the first quarter of 2010 and $7,500 in the second quarter of 2010. These payments are included in prepaid taxes on our unaudited condensed consolidated balance sheet. We believe we have a sound defense to the proposed adjustment and will continue to firmly oppose the assessment. We believe that the assessment does not impact the level of liabilities for our income tax contingencies. However, actual resolution may differ from our current estimates, and such differences could have a material impact on our future effective tax rate and our results of operations.

XML



Derivatives (Details 2) (USD $) In Thousands	3 Months Ended	6 Months Ended																											3 Months Ended		6 Months Ended		3 Months Ended				6 Months Ended
	Jul. 01, 2011	Jul. 01, 2011	Dec. 31, 2010	Jul. 02, 2010	Jul. 01, 2011 Derivatives designated as hedge instruments [Member]	Dec. 31, 2010 Derivatives designated as hedge instruments [Member]	Jul. 02, 2010 Derivatives designated as hedge instruments [Member]	Jul. 01, 2011 Derivatives designated as hedge instruments [Member] Derivative assets [Member]	Dec. 31, 2010 Derivatives designated as hedge instruments [Member] Derivative assets [Member]	Jul. 02, 2010 Derivatives designated as hedge instruments [Member] Derivative assets [Member]	Jul. 01, 2011 Derivatives designated as hedge instruments [Member] Derivative liabilities [Member]	Dec. 31, 2010 Derivatives designated as hedge instruments [Member] Derivative liabilities [Member]	Jul. 02, 2010 Derivatives designated as hedge instruments [Member] Derivative liabilities [Member]	Jul. 01, 2011 Derivatives designated as hedge instruments [Member] Other assets, net [Member]	Dec. 31, 2010 Derivatives designated as hedge instruments [Member] Other assets, net [Member]	Jul. 02, 2010 Derivatives designated as hedge instruments [Member] Other assets, net [Member]	Jul. 01, 2011 Derivatives designated as hedge instruments [Member] Other long-term liabilities [Member]	Dec. 31, 2010 Derivatives designated as hedge instruments [Member] Other long-term liabilities [Member]	Jul. 02, 2010 Derivatives designated as hedge instruments [Member] Other long-term liabilities [Member]	Jul. 01, 2011 Not Designated as Hedging Instrument [Member]	Dec. 31, 2010 Not Designated as Hedging Instrument [Member]	Jul. 02, 2010 Not Designated as Hedging Instrument [Member]	Jul. 01, 2011 Not Designated as Hedging Instrument [Member] Derivative assets [Member]	Dec. 31, 2010 Not Designated as Hedging Instrument [Member] Derivative assets [Member]	Jul. 02, 2010 Not Designated as Hedging Instrument [Member] Derivative assets [Member]	Jul. 01, 2011 Not Designated as Hedging Instrument [Member] Derivative liabilities [Member]	Dec. 31, 2010 Not Designated as Hedging Instrument [Member] Derivative liabilities [Member]	Jul. 02, 2010 Not Designated as Hedging Instrument [Member] Derivative liabilities [Member]	Jul. 01, 2011 Foreign exchange forward contracts [Member]	Jul. 02, 2010 Foreign exchange forward contracts [Member]	Jul. 01, 2011 Foreign exchange forward contracts [Member]	Jul. 02, 2010 Foreign exchange forward contracts [Member]	Jul. 01, 2011 Foreign exchange forward contracts [Member] Cost of goods sold [Member]	Jul. 02, 2010 Foreign exchange forward contracts [Member] Cost of goods sold [Member]	Jul. 01, 2011 Foreign exchange forward contracts [Member] Other, net [Member]	Jul. 02, 2010 Foreign exchange forward contracts [Member] Other, net [Member]	Jul. 01, 2011 Foreign exchange forward contracts [Member] Other, net [Member]	Jul. 02, 2010 Foreign exchange forward contracts [Member] Other, net [Member]	Jul. 01, 2011 Cost of goods sold [Member]	Jul. 02, 2010 Cost of goods sold [Member]
Derivative Asset, Fair Value, Net [Abstract]
Total derivatives assets	$ 586	$ 586	$ 1,801	$ 8,612	$ 502	$ 1,766	$ 8,482	$ 0	$ 0	$ 8,437	$ 242	$ 1,693	$ 45	$ 164	$ 6	$ 0	$ 96	$ 67	$ 0	$ 84	$ 35	$ 130	$ 74	$ 29	$ 124	$ 10	$ 6	$ 6
Derivative Liability, Fair Value, Net [Abstract]
Total derivatives liability	7,382	7,382	3,572	821	7,199	3,467	736	0	0	679	6,962	3,284	57	70	5	0	167	178	0	183	105	85	24	0	0	159	105	85
Derivative Instruments, Gain (Loss) Recognized in Income, Net [Abstract]
Gain on derivatives recognized in other comprehensive income, net of taxes (Effective portion)	2,812	8,412																											(3,319)	2,812	(8,625)	8,412
Gain on derivatives reclassified from accumulated OCI into income (Effective portion)																																	(583)	273					(3,631)	1,606
Gain on derivatives recognized in income																																			$ (809)	$ 1,545	$ (764)	$ (622)

XML



Fair Value Measurements (Tables)

6 Months Ended

Jul. 01, 2011

Fair Value Measurements [Abstract]

Financial Assets and Liabilities

Description	Level 1		Level 2		Level 3		Impact of Netting		July 1, 2011
Assets:
Cash equivalents:
Time deposits	$	-	$	90,000	$	-	$	-	$	90,000
Mutual funds	$	-	$	16,020	$	-	$	-	$	16,020
Foreign exchange forward contracts:
Derivative assets	$	-	$	586	$	-	$	(441)	$	145
Cash surrender value of life insurance	$	-	$	8,436	$	-	$	-	$	8,436
Liabilities:
Foreign exchange forward contracts:
Derivative liabilities	$	-	$	7,382	$	-	$	(441)	$	6,941

Description	Level 1		Level 2		Level 3		Impact of Netting		December 31, 2010
Assets:
Cash equivalents:
Time deposits		$-		$95,000		$-		$-		$95,000
Mutual funds		$-		$13,202		$-		$-		$13,202
Foreign exchange forward contracts:
Derivative assets		$-		$1,801		$-		$(1,771)		$30
Cash surrender value of life insurance		$-		$7,564		$-		$-		$7,564
Liabilities:
Foreign exchange forward contracts:
Derivative liabilities		$-		$3,572		$-		$(1,771)		$1,801
Description	Level 1		Level 2		Level 3		Impact of Netting		July 2, 2010
Assets:
Cash equivalents:
Time deposits		$-		$85,004		$-		$-		$85,004
Mutual funds		$-		$36,992		$-		$-		$36,992
Foreign exchange forward contracts:
Derivative assets		$-		$8,612		$-		$(730)		$7,882
Cash surrender value of life insurance		$-		$6,779		$-		$-		$6,779
Liabilities:
Foreign exchange forward contracts:
Derivative liabilities		$-		$821		$-		$(730)		$91

Impairment charges, by segment

	North America				Sub-				Europe				Sub-		Total
	IPath		Retail		Total		IPath		howies		Retail		Total		Company
Goodwill	$	4,118	$	794	$	4,912	$	-	$	-	$	483	$	483	$	5,395
Trademarks		2,032		-		2,032		1,169		3,181		-		4,350		6,382
Other intangibles		1,228		-		1,228		-		244		-		244		1,472
	$	7,378	$	794	$	8,172	$	1,169	$	3,425	$	483	$	5,077	$	13,249

XML



Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Thousands	Jul. 01, 2011	Dec. 31, 2010	Jul. 02, 2010
Current assets
Cash and equivalents	$ 233,800	$ 272,221	$ 237,798
Accounts receivable, net of allowance for doubtful accounts of $7,577 at July 1, 2011, $10,859 at December 31, 2010 and $11,130 at July 2, 2010	116,701	188,336	86,836
Inventory	251,720	180,068	177,206
Prepaid expense	32,748	32,729	31,506
Prepaid income taxes	36,245	25,083	27,244
Deferred income taxes	19,343	22,562	27,085
Derivative assets	51	29	7,882
Total current assets	690,608	721,028	595,557
Property, plant and equipment and capitalized software costs, net	78,411	68,043	64,502
Deferred income taxes	10,148	15,594	18,683
Goodwill	38,958	38,958	38,958
Intangible assets, net	33,630	34,839	36,195
Other assets, net	18,264	13,897	12,670
Total assets	870,019	892,359	766,565
Current liabilities
Accounts payable	110,156	91,025	78,946
Accrued expense
Payroll and related	30,262	47,376	27,678
Other	59,594	80,675	52,877
Income taxes payable	5,172	25,760	15,330
Deferred income taxes	0	0	388
Derivative liabilities	6,870	1,690	91
Total current liabilities	212,054	246,526	175,310
Other long-term liabilities	38,858	34,322	38,234
Commitments and contingencies (See Note 13)
Stockholders' equity
Preferred Stock, $.01 par value; 2,000,000 shares authorized; none issued	0	0	0
Additional paid-in capital	328,503	280,154	272,820
Retained earnings	1,069,170	1,071,305	976,978
Accumulated other comprehensive income	9,254	6,671	9,478
Treasury Stock at cost; 36,845,309 Class A shares at July 1, 2011, 35,610,050 Class A shares at December 31, 2010 and 33,511,452 Class A shares at July 2, 2010	(788,697)	(747,481)	(707,115)
Total stockholders' equity	619,107	611,511	553,021
Total liabilities and stockholders' equity	870,019	892,359	766,565
Common Class A
Stockholders' equity
Common Stock	771	756	751
Common Class B
Stockholders' equity
Common Stock	$ 106	$ 106	$ 109

XML



Share-Based Compensation (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2011	Jul. 02, 2010	Jul. 01, 2011	Jul. 02, 2010
Share-based compensation costs
Total share-based compensation	$ 3,382	$ 2,089	$ 6,993	$ 3,647
Cost of goods sold [Member]
Share-based compensation costs
Total share-based compensation	64	107	122	188
Selling Expense [Member]
Share-based compensation costs
Total share-based compensation	1,064	672	2,178	1,171
General and Administrative Expense [Member]
Share-based compensation costs
Total share-based compensation	$ 2,254	$ 1,310	$ 4,693	$ 2,288

XML



Goodwill and Intangibles (Details Textual) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2011	Jul. 02, 2010	Jul. 01, 2011	Jul. 02, 2010	Dec. 31, 2010	Dec. 31, 2009
Goodwill and Intangibles Additionals (Textuals) [Abstract]
Goodwill	$ 38,958	$ 38,958	$ 38,958	$ 38,958	$ 38,958	$ 44,353
Goodwill and Intangibles Additionals (Textuals) [Abstract]
Remaining indefinite-lived trademark intangible assets	33,630	36,195	33,630	36,195	34,839
Impairment of intangible assets	736	7,854	736	7,854
Goodwill and Intangibles (Textuals) [Abstract]
Impairment of goodwill		5,395		5,395
IPath [Member]
Goodwill and Intangibles Additionals (Textuals) [Abstract]
Goodwill		0		0
Goodwill and Intangibles Additionals (Textuals) [Abstract]
Remaining indefinite lived trademark intangible assets		720		720
Trademarks [Member] | Howies [Member]
Goodwill and Intangibles Additionals (Textuals) [Abstract]
Remaining indefinite lived trademark intangible assets	540		540
Howies [Member]
Goodwill and Intangibles Additionals (Textuals) [Abstract]
Remaining indefinite-lived trademark intangible assets		1,200		1,200
North America retail [Member]
Goodwill and Intangibles Additionals (Textuals) [Abstract]
Goodwill		0		0
Europe retail [Member]
Goodwill and Intangibles Additionals (Textuals) [Abstract]
Goodwill		0		0
Trademarks [Member]
Goodwill and Intangibles Additionals (Textuals) [Abstract]
Impairment of intangible assets		$ 6,382

XML



Business Segments and Geographic Information (Details 1) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2011	Jul. 02, 2010	Jul. 01, 2011	Jul. 02, 2010
Summary of Revenue by Product
Revenue	$ 240,127	$ 188,954	$ 589,131	$ 505,996
Entity Wide Disclosure Of Charges Related To Other Non Recurring Income And Goodwill And Intangible Asset Impairment By Segment (Textuals) [Abstract]
Impairment of intangible assets	736	7,854	736	7,854
Impairment of goodwill and intangible assets		13,249
Gains related to the termination of licensing agreements included in operating income		1,500		3,000
Europe [Member]
Summary of Revenue by Product
Revenue	91,713	66,750	257,418	218,380
Entity Wide Disclosure Of Charges Related To Other Non Recurring Income And Goodwill And Intangible Asset Impairment By Segment (Textuals) [Abstract]
Impairment of goodwill and intangible assets		5,077
Asia [Member]
Summary of Revenue by Product
Revenue	42,280	30,209	93,596	73,763
North America [Member]
Summary of Revenue by Product
Revenue	106,134	91,995	238,117	213,853
Entity Wide Disclosure Of Charges Related To Other Non Recurring Income And Goodwill And Intangible Asset Impairment By Segment (Textuals) [Abstract]
Impairment of goodwill and intangible assets		8,172
Gains related to the termination of licensing agreements included in operating income		1,500		3,000
Footwear [Member]
Summary of Revenue by Product
Revenue	168,697	131,589	416,865	357,150
Apparel and accessories [Member]
Summary of Revenue by Product
Revenue	66,027	52,069	160,275	137,758
Royalty and other [Member]
Summary of Revenue by Product
Revenue	$ 5,403	$ 5,296	$ 11,991	$ 11,088

XML



Inventory (Details) (USD $) In Thousands	Jul. 01, 2011	Dec. 31, 2010	Jul. 02, 2010
Inventory, Net [Abstract]
Materials	$ 12,827	$ 11,299	$ 9,102
Work in Process	1,711	841	1,382
Finished goods	237,182	167,928	166,722
Total	$ 251,720	$ 180,068	$ 177,206

XML



Share-Based Compensation (Details 1) (Performance stock options [Member])	3 Months Ended		6 Months Ended
	Jul. 01, 2011	Jul. 02, 2010	Jul. 01, 2011	Jul. 02, 2010
Performance stock options [Member]
Fair value of PSOs
Expected volatility	52.60%	48.70%	49.40%	49.30%
Risk-free interest rate	2.10%	2.50%	2.40%	2.80%
Expected life (in years)	5.0	5.0	6.2	6.3
Expected dividends	0.00%	0.00%	0.00%	0.00%