Exhibit 10.1
AMENDMENT NO. 3 TO REVOLVING
CREDIT AGREEMENT
This AMENDMENT NO. 3 TO REVOLVING
CREDIT AGREEMENT (this " Amendment ") is dated as of
November 18, 2005, by THE PACIFIC LUMBER COMPANY, a Delaware
corporation (" Palco "), THE BRITT LUMBER CO., INC., a
Delaware corporation (" Britt " and together with Palco, the
" Borrowers "), the Loan Parties signatory hereto, THE CIT
GROUP/BUSINESS CREDIT, INC., as administrative agent (the "
Administrative Agent ") for itself and the Lenders under and
as defined in the Credit Agreement (as hereinafter defined), and
the Lenders. Unless otherwise specified herein, capitalized terms
used in this Amendment shall have the meanings ascribed to them by
the Credit Agreement.
RECITALS
WHEREAS, the Borrowers, the
Administrative Agent and the Lenders have entered into that certain
Revolving Credit Agreement, dated as of April 19, 2005 (as amended,
supplemented, restated or otherwise modified from time to time, the
" Credit Agreement ");
WHEREAS, the parties hereto have
agreed to, among other things, increase permitted unsecured debt by
$6,000,000 which may be used to prepay the Loans;
NOW THEREFORE, in consideration of
the foregoing recital, mutual agreements contained herein and for
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Administrative Agent and Lenders
hereby agree as follows:
SECTION 1.
Amendment to Section 5.04(d) . Section 5.04(d) of the
Credit Agreement is hereby amended and restated to read in its
entirety as follows:
"(d) concurrently
with any delivery of financial statements under paragraph (a), (b)
or (c) above, (i) a certificate of the accounting firm (in the case
of paragraph (a)) or Financial Officer (in the case of paragraph
(b)) opining on or certifying such statements and certifying that
no Event of Default or Default has occurred or, if such an Event of
Default or Default has occurred, specifying the nature and extent
thereof and any corrective action taken or proposed to be taken
with respect thereto (which certificate, when furnished by an
accounting firm, may be limited to providing negative assurances
regarding financial covenants related to accounting matters and
disclaim responsibility for legal interpretations) and (ii) a
certificate executed by any officer of PALCO setting forth
computations in reasonable detail satisfactory to the
Administrative Agent demonstrating compliance with the covenants
contained in Sections 6.10 and 6.11;"
SECTION 2.
Amendment to Section 6.01(i) . Section 6.01(i) of the
Credit Agreement is hereby amended and restated to read in its
entirety as follows:
"(i) other unsecured Indebtedness of
the Borrowers or the Subsidiaries in an aggregate amount not to
exceed $6,500,000 at any time outstanding; provided ,
however
that such unsecured Indebtedness
does not mature, and no payments of any kind may be made on or with
respect thereto, until six (6) months after the Maturity
Date."
SECTION 3.
Effectiveness . The effectiveness of this Amendment
is subject to the satisfaction of each the following conditions
precedent:
(a) this
Amendment shall have been duly executed and delivered by the
Borrower, the Loan Parties, the Administrative Agent and each
Lender; and
(b) the
representations and warranties contained herein shall be true and
correct in all respects.
SECTION 4.
Representations and Warranties . In order to induce
the Administrative Agent and each Lender to enter into this
Amendment, each Loan Party hereby represents and warrants to the
Administrative Agent and each Lende
