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Exhibit
10.21
FIRST AMENDMENT TO
REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO
REVOLVING CREDIT AGREEMENT (the “Amendment”) is dated
this the 7th day of August, 2007 by and among DELTIC
TIMBER CORPORATION, a Delaware corporation (the
“Borrower”) and SUNTRUST BANK, JPMORGAN CHASE BANK,
N.A., AMERICAN AGCREDIT, PCA, COOPERATIVE CENTRALE
RAIFFEISEN-BOERENLEENBANK, B.A., “RABOBANK NEDERLAND,”
NEW YORK BRANCH, WELLS FARGO BANK, N.A., REGIONS BANK (for itself
and as successor to AmSouth Bank), BANCORPSOUTH BANK (collectively
the “Lenders”), and SUNTRUST BANK, in its capacity as
Issuing Bank, Swingline Lender and Administrative Agent (the
“Administrative Agent”) for the Lenders.
RECITALS:
A. The Borrower, the Lenders,
the Administrative Agent, the Swingline Lender and the Issuing Bank
entered into a Revolving Credit Agreement dated as of
September 9, 2005 (the “ Credit Agreement
”).
B. Pursuant to
Section 2.24 of the Credit Agreement concerning
“Increase of Revolving Commitments; Additional
Lenders,” the Borrower previously increased the Aggregate
Revolving Commitments to $300,000,000.
C. As of the date of this
Amendment, the Revolving Commitments of the Lenders are as
follows:
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Lender
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Revolving Commitment |
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SunTrust Bank
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$ |
47,500,000 |
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JPMorgan Chase Bank, N.A.
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$ |
42,500,000 |
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American Agcredit, PCA
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$ |
42,500,000 |
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Cooperative Centrale
Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland,”
New York Branch
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$ |
42,500,000 |
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Wells Fargo Bank, N.A.
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$ |
40,000,000 |
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Regions Bank
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$ |
60,000,000 |
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BancorpSouth Bank
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$ |
25,000,000 |
D. The Borrower, the Lenders,
the Administrative Agent, the Swingline Lender and the Issuing Bank
desire to amend the Credit Agreement to: (i) reinstate the
facility under Section 2.24 of the Credit Agreement, allowing
the Borrower the option to request an increase of the Aggregate
Revolving Commitments to an amount not exceeding $350,000,000; and
(ii) to make the other amendments as set forth
herein.
E. Terms not defined herein
shall have the meanings ascribed to such terms in the Credit
Agreement.
NOW, THEREFORE, in
consideration of the premises and for other good and valuable
consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1. Amended Definitions and
Additional Definitions . Section 1.1 of the Credit
Agreement concerning “Definitions” is amended by adding
the following additional definitions in the appropriate
alphabetical order:
“ Acquisition
” shall mean (a) any Investment by the Borrower or any
of its Subsidiaries in any other Person pursuant to which such
Person shall become a Subsidiary of the Borrower or any of its
Subsidiaries or shall be merged with the Borrower or any of its
Subsidiaries or (b) any acquisition by the Borrower or any of
its Subsidiaries of the assets of any Person (other than an
existing Subsidiary of the Borrower) which constitutes all or
substantially all of the assets of such Person or which comprises a
business unit of such Person.
“ Pro Forma
Basis ” means, for purposes of calculating compliance
with respect to a proposed Acquisition, that such transaction shall
be deemed to have occurred as of the first day of the four
fiscal-quarter period ending as of the most recent fiscal quarter
end preceding the effective date of such Acquisition. For purposes
of any such calculation in respect of any Acquisition as referred
to in Section 7.4(g) : (a) any Indebtedness
incurred or assumed in connection with such transaction which is
not retired in connection with such transaction (i) shall be
deemed to have been incurred as of the first day of the applicable
period, and (ii) if such Indebtedness has a floating or
formula rate, shall have an implied rate of interest for the
applicable period for purposes of this definition determined by
utilizing the rate which is or would be in effect with respect to
such Indebtedness as at the relevant date of determination;
(b) income statement items (whether positive or negative)
and capital expenditures attributable to the Person or property
acquired in such Acquisition, shall be included beginning as of the
first day of the applicable period; and (c) pro forma
adjustments may be included to the extent that such adjustments are
calculated in a manner not inconsistent with GAAP and would give
effect to events that are: (y) directly attributable to such
transaction and (z) expected to have a continuing impact on
the Borrower and its Subsidiaries.
“ Pro Forma
Compliance Certificate ” means a certificate of a
Responsible Officer of the Borrower delivered to the Administrative
Agent in connection with any Acquisition referred to in
Section 7.4(g) , which shall contain a reasonably
detailed calculation of compliance with the ratio requirements of
Section 7.4(g) , upon giving effect to the applicable
transaction on a Pro Forma Basis, as of the most recent fiscal
quarter end preceding the date of the applicable
Acquisition.
Section 1.1 of the
Credit Agreement is amended by adding the following provision at
the
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end of the definition of Consolidated
EBITDA:
Consolidated EBITDA shall
include EBITDA on a Pro Forma Basis with respect to any
Acquisition, annualized from the date of such Acquisition for a
period not to exceed four fiscal quarters, so long as the
calculation thereof is done in a manner reasonably calculated to
comply with GAAP, and such calculation is detailed in the
supporting calculations to a covenant compliance certificate as
detailed and measured to the Administrative Agent’s
reasonable satisfaction.
Section 1.1 of the
Credit Agreement is amended by adding the following provision at
the end of the definition of Consolidated Net Income:
Consolidated Net Income shall
include the net income (or loss) on a Pro Forma Basis with respect
to any Acquisition, annualized from the date of such Acquisition
for a period not to exceed four fiscal quarters, so long as the
calculation thereof is done in a manner reasonably calculated to
comply with GAAP, and such calculation is detailed in the
supporting calculations to a covenant compliance certificate as
detailed and measured to the Administrative Agent’s
reasonable satisfaction.
The definition of Aggregate
Commitment Amount set forth in Section 1.1 of the Credit
Agreement is amended to reflect that as of August 7th, 2007, the
Aggregate Revolving Commitment Amount is $300,000,000.
2. Extension of Commitment
Termination Date . Section 1.1 of the Credit Agreement is
amended by deleting the definition of “Revolving Commitment
Termination Date,” or “Commitment Termination
Date,” and the following is substituted in lieu
thereof:
“ Revolving
Commitment Termination Date ,” or “ Commitment
Termination Date ” shall mean the earliest of
(i) September 9, 2012, (ii) the date on which the
Revolving Commitments are terminated pursuant to
Section 2.8 and (iii) the date on which all
amounts outstanding under this Agreement have been declared or have
automatically become due and payable (whether by acceleration or
otherwise).
3. Amendment to
Pricing . Section 1.1 of the Credit Agreement concerning
“Applicable Commitment Fee Percentage” and
“Applicable Margin” are amended so that references to
Schedule I after the effective date of this Amendment, shall refer
to the amended Schedule I, attached hereto and incorporated herein
by reference. All other references in the Credit Agreement to
Schedule I shall hereafter refer to amended Schedule I attached to
this Amendment.
4. Reinstatement of
Accordion Facility . Section 2.24 of the Credit Agreement
concerning “Increase of Revolver Commitments; Additional
Lenders,” is amended so that all references therein to
$300,000,000, shall be amended to an amount equal to
$350,000,000.
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5. Amendment to Leverage
Ratio Covenant . Section 6.1 of the Credit Agreement
concerning “Leverage Ratio” is amended by deleting such
section and inserting the following in lieu thereof:
Section 6.1 Leverage
Ratio . The Borrower and its Subsidiaries shall maintain as of
the last day of each fiscal quarter of the Borrower, a Leverage
Ratio of not greater than 0.65:1.0, commencing with the
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