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Exhibit 10.D.1
REVOLVING CREDIT AGREEMENT AMENDMENT
DATED AS OF SEPTEMBER 1, 1993
THIS REVOLVING CREDIT AGREEMENT AMENDMENT (this "Amendment") is made
by and among PLUM CREEK TIMBER COMPANY, L.P., a Delaware limited partnership
(the "Borrower"), the banks (the "Banks") listed on the signature pages hereof,
and ABN AMRO BANK N.V., acting through its Seattle Branch, individually ("ABN
Bank or a "Bank") and as agent (the "Agent") for the Banks hereunder.
RECITALS
The Borrower, the Banks and ABN Bank entered into a Revolving Credit
Agreement dated as of May 1, 1993 ("Credit Agreement").
The Borrower desires to purchase certain timberlands in the State of
Montana ("Champion Timberlands") from Champion International Corporation;
The Borrower, in order to finance the purchase of the Champion
Timberlands, proposes to enter into a Revolving Credit Agreement with Bank of
America National Trust and Savings Association and the other lenders parties to
such facility ("Bank of America Revolving Credit Agreement");
NOW, THEREFORE, the parties hereto agree that this Amendment shall
become effective after the signing hereof by the majority banks and as of the
date on which the Bank of America Revolving Credit Agreement becomes effective
(the "Effective Time") and that thereafter, all references to, and actions
taken in connection with, the Credit Agreement shall incorporate this Amendment
in its entirety. All capitalized terms used in this Amendment and not
otherwise defined have the meanings ascribed to them in the Credit Agreement.
ARTICLE I
CERTAIN AMENDMENTS
SECTION 1.01 DEFINITIONS
(a) The definition of "Designated Acres" in Section 1.01
of the Credit Agreement shall be amended by replacing the numeral "150,000" in
the first line thereof with "200,000."
(b) The following definitions shall be added to Section
1.01 of the Credit Agreement:
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"Bank of America Revolving Credit Agreement" shall
mean the credit agreement to be entered into between the
Borrower, Bank of America National Trust and Savings
Association, as Administrative Agent, and certain other
lenders pursuant to which the lenders thereunder shall provide
credit facilities to the Borrower in an aggregate principal
amount not to exceed $260,000,000.
"Qualified Debt" shall mean, as to the Borrower, as
of any date of determination, without duplication, all
outstanding indebtedness of the Borrower for borrowed money,
including, without limitation, Debt represented by the
borrowings under the Credit Agreement, the Senior Notes and
the Bank of America Revolving Credit Agreement.
"Actual Percentage" shall mean, at any date of
determination, the percentage determined by dividing the
aggregate outstanding principal balance of the Senior Notes by
the aggregate outstanding principal balance of all Qualified
Debt, excluding any Notes but including the Senior Notes.
"Desired Percentage" shall mean thirty-eight percent
(38%), the percentage determined by dividing the aggregate
outstanding principal balance of the Senior Notes on September
1, 1993 by the aggregate outstanding principal balance of all
Qualified Debt, other than any Notes, outstanding upon the
drawdown of the Bank of America Revolving Credit Agreement.
"Columbia River Unit" means those certain
approximately 63,000 acres located in southwest Washington and
generally referred to on the date hereof as the Borrower's
"Columbia River Unit."
SECTION 1.02 SECTION 5.02.6--MERGER AND SALE OF ASSETS
(a) The existing clause (h) of Subsection 5.02.6 of the
Credit Agreement shall be replaced by the following new clauses (h)
and (i):
(h) the Borrower and its Restricted Subsidiaries may
otherwise sell for cash properties that constitute the
Borrower's Columbia River Unit in an amount not less than the
fair value thereof as determined in good faith by the
Responsible Representatives, if and only if (i) immediately
after giving effect to such proposed sale, no condition or
event shall exist which constitutes an Event of Default or
Material Default, (ii) the net proceeds of any such sale are
either (x) subject to clause (v) of this clause (h) of
Subsection 5.02.6,
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distributed immediately upon receipt thereof to holders of
Qualified Debt other than the Notes and the Senior Notes for
application (either immediately or within 180 days) to
prepayment of such Qualified Debt, or (y) applied, within 180
days after such sale, to the purchase of productive assets in
the same line of business, (iii) in the event net proceeds of
any such sale are in excess of $25,000,000 and if not applied
immediately as provided in clause (ii) above, placed
immediately upon receipt thereof in an escrow or cash
collateral account or accounts for the purpose of application
in accordance with clause (ii) above, (iv) immediately after
giving effect to such sale (giving effect on a pro forma basis
to any proposed retirement of Qualified Debt out of the
proceeds thereof), the Borrower could incur $1 of additional
Funded Debt pursuant to clause (i) of Subsection 5.02.3, and
(v) the aggregate net proceeds of all sales pursuant to this
clause (h) of Subsection 5.02.6 during the year from the
funding of the first loan under the Bank of America Revolving
Credit Agreement to the first anniversary thereof that are
applied in repayment of Qualified Debt other than the Senior
Notes do not exceed $150,000,000, and
(i) the Borrower and its Restricted Subsidiaries may
otherwise sell for cash properties (other than any Collateral
or any properties described in clause (h) of Subsection 5.02.6
above) in an amount not less than the fair value thereof as
determined in good faith by the Responsible Representatives if
and only if (i) immediately after giving effect to such
proposed sale, no condition or event shall exist which
constitutes an Event of Default or Material Default, (ii) the
net proceeds of any such sale (x) are applied first, if any
net proceeds have been used to repay Qualified Debt other than
the Notes and the Senior Notes in accordance with clause (h)
of Subsection 5.02.6, to the prepayment of the Senior Notes to
the extent necessary to cause their Actual Percentage to equal
the Desired Percentage, and second, pro rata (based on the
current outstanding principal of all Qualified Debt other than
the Notes) to the holders of all Qualified Debt other than the
Notes, or (y) are applied, within 180 days after such sale, to
the purchase of productive assets in the same line of
business, (iii) the net proceeds of any such sale are either
(x) distributed immediately upon receipt thereof to holders of
Qualified Debt in accordance with clause (ii)(x) above for
application within 180 days to repayment of such Qualified
Debt, or (y) if in excess of $25,000,000, placed immediately
upon receipt thereof in an escrow or cash collateral account
or accounts for the purpose of application in accordance with
subclause (b) above,
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and (d) immediately after giving effect to such sale (giving
effect on a pro forma basis to any proposed retirement of
Qualified Debt out of the proceeds thereof), the Borrower
could incur $1 of additional Funded Debt pursuant to clause
(i) of Subsection 5.02.3.
(b) The existing clause (i) of Subsection 5.02.6 shall be
relabeled as subsection (j).
SECTION 1.03 SECTION 5.02.7--HARVESTING RESTRICTIONS
Section 5.02.7 of the Credit Agreement shall be amended in its
entirety to read as follows:
5.02.7 HARVESTING RESTRICTIONS -- The Borrower will
not, and will not permit any Restricted Subsidiary to, in any
calendar year, harvest Timber on the Timberlands then owned by
the Borrower in excess of the amount set forth for such
calendar year in the following table:
Maximum MMBF to be
Calendar Year Harvested
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1989 (including harvest by
predecessor prior to the
closing) through 1991
675 MMBF
1992 and 1993 650 MMBF
1994 through 1996 700 MMBF
1997 through 2000 675 MMBF
2001 through 2007 625 MMBF
plus, in each year, the amount, if any, by which the
cumulative amount set forth in the table above for the
preceding years exceeds the cumulative amount actually
harvested in such years;
unless the net cash proceeds from such excess harvest are
either (i) distributed to all holders of Qualified Debt other
than the Notes pro rata based upon outstanding principal
balances at the time of such distribution for application
(either immediately or within 180 days after such excess
harvest) to the repayment of such Qualified Debt other than
the Notes, or (ii) applied, within 180 days after any such
excess harvest, to purchase Timber (including Timber on
Timberlands purchased) having a fair value (in the good faith
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judgment of the Responsible Representatives) not less than the
fair value of the Timber subject to such excess harvest.
ARTICLE II
MISCELLANEOUS
SECTION 2.01 CONTINUITY AND INTEGRATION OF AGREEMENT.
The Credit Agreement, as affected by this Amendment, shall remain in
full force and effect and are hereby ratified and confirmed, and the Credit
Agreement and this Amendment shall be deemed to be and are construed as a
single agreement.
SECTION 2.02 COUNTERPARTS.
This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement. Delivery to the
Agent of a counterpart executed by a Bank shall constitute delivery as such
counterpart to all of the Banks.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
be executed by their respective officers thereunto duly authorized as of the
date first above written.
PLUM CREEK TIMBER COMPANY, L.P.
By: Plum Creek Management Company, L.P.,
General Partner
By:
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Name: Rick R. Holley
Title: Vice President and Chief
Financial Officer
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ABN AMRO Bank N.V., acting through its
Seattle Branch as Agent
By
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Its
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By
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Its
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The Banks
ABN AMRO Bank N.V., acting through its
Seattle Branch
By
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Its
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By
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Its
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U.S. BANK OF WASHINGTON NATIONAL
ASSOCIATION
By
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Its
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SEATTLE-FIRST NATIONAL BANK
By
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Its
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