================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 16, 2006 MAXXAM INC. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 1-3924 (Commission File Number) 95-2078752 (I.R.S. Employer Identification Number) 1330 Post Oak Boulevard Suite 2000 77056 Houston, Texas (Zip Code) (Address of Principal Executive Offices) Registrant's telephone number, including area code: (713) 975-7600 (Former name, former address and former fiscal year, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: __ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) __ Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17 CFR 240.14a-12) __ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) __ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 1.01. Entry Into a Material Definitive Agreement. On February 16, 2006, the Registrant's indirect wholly owned subsidiary, The Pacific Lumber Company ("Palco"), and Palco's subsidiary, Britt Lumber Co., Inc. ("Britt," and together with Palco, the "Borrowers"), and certain of their affiliates entered into (a) the Fifth Amendment to Revolving Credit Agreement, a copy of which is attached hereto as Exhibit 10.1, and (b) the Fifth Amendment to Term Loan Agreement, a copy of which is attached hereto as Exhibit 10.2 (collectively the "Amendments"). Palco has previously been provided an aggregate of $9.0 million in loans by its parent, MAXXAM Group Inc. ("MGI"). The Amendments, among other things, enable Palco to borrow up to an additional $2.0 million from MGI. It is anticipated that proceeds of such loans will be used for working capital purposes. The Amendments also state that, due to a breach of a Revolving Credit Agreement EBITDA covenant for the period ended November 30, 2005, an event of default exists under the Revolving Credit Agreement and the Term Loan Agreement, and that a further breach may occur in respect of the covenant for the period ended December 31, 2005. The Borrowers are pursuing discussions with the lenders under the two facilities in order to revise the covenant and resolve the default. While the Company believes that the situation can be satisfactorily resolved, there can be no assurance that this will be the case. The Registrant does not intend to provide updates regarding the progress of discussions between the Borrowers and the lenders. Item 9.01 Financial Statements and Exhibits. c) Exhibits Exhibit Number Description 10.1 Fifth Amendment to Revolving Credit Agreement, dated February 16, 2006, among Palco, Britt, The CIT Group/Business Credit, Inc. and other parties 10.2 Fifth Amendment to Term Loan Agreement,dated February 16, 2006, among Palco, Britt, Credit Suisse First Boston and other parties 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 hereunto duly authorized. MAXXAM INC. Date: February 22, 2006 By: /s/ Bernard L. Birkel ------------------------------------------------------- Name: Bernard L. Birkel Title: Secretary & Senior Assistant General Counsel 0056FMS6.BLB.DOC
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Filed: 22 Feb 06, 12:00am