**Exhibit (10)(o)(xii)**

 

**SEVENTH AMENDMENT TO CREDIT AGREEMENT**

 

THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of January 23, 2003, is madeby and among POTLATCH CORPORATION, a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, the several financial institutions party hereto, and BANK OF AMERICA, N.A., as administrative agent for the Lenders(in such capacity, the “Agent”). Terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement described below. 

 

**RECITALS**

 

A.    The Borrower, the Subsidiary Guarantors party thereto, the several financial institutions from time to time party thereto(each a “Lender” and, collectively, the “Lenders”) and the Agent are parties to a Credit Agreement dated as of June 29, 2001 (as amended by that certain First Amendment to Credit Agreement dated as of August 27,2001, that certain Second Amendment to Credit Agreement dated as of December 19, 2001, that certain Third Amendment to Credit Agreement and Waiver dated January 24, 2002, that certain consent letter dated March 19, 2002 (the “CloquetConsent”), that certain Consent and Modification dated June 12, 2002 relating to the Cloquet Consent, that certain Fourth Amendment to Credit Agreement and Waiver dated as of July 16, 2002, that certain Fifth Amendment to CreditAgreement and Waiver dated as of September 9, 2002, that certain Consent and Modification relating to Euro Letters of Credit dated September 11, 2002, that certain Consent and Modification relating to commercial Letters of Credit dated September 27,2002 and that certain Sixth Amendment to Credit Agreement dated as of December 18, 2002 and as further amended, modified, restated and supplemented from time to time, the “Credit Agreement”). 

 

B.    The Borrower has requested certainmodifications to the Credit Agreement. 

 

C.    Such modifications require the consent of the Required Lenders. 

 

D.    The Borrower, the Subsidiary Guarantors, the Required Lenders and the Agent have agreed to deliver and execute thisAgreement on the terms and conditions set forth herein. 

 

**AGREEMENT**

 

**NOW, THEREFORE,IN CONSIDERATION** of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

 

SECTION 1.    Amendments to Credit Agreement.    Subject to thesatisfaction of the conditions precedent set forth in Section 2 hereof, effective as of December 31, 2002 (unless otherwise indicated), the Credit Agreement (together with the Schedules and Exhibits attached thereto) is hereby amended as follows:

 

(a)    Effective as of January 1,2003, Section 1.1 of the Credit Agreement is hereby amended by deleting the pricing grid contained in the definition of “Applicable Percentage” in its entirety and replacing it with the following: 

 
        
**Applicable Percentages**

**Pricing**

**Level**
  
**Funded Indebtedness to Capitalization Ratio**
    
**For**

**Eurodollar Loans**
  
**For**

**Base Rate Loans**
  
**For Letter of Credit Fee**
  
**For Unused Fee**

I
  
<35%
    
2.00%
  
1.00%
  
2.00%
  
0.40%

II
  
3 35% but < 47.5%
    
2.25%
  
1.25%
  
2.25%
  
  0.475%

III
  
3 47.5% but < 55%
    
2.50%
  
1.50%
  
2.50%
  
0.55%

IV
  
3 55% but < 62.5%
    
2.75%
  
1.75%
  
2.75%
  
  0.625%

V
  
3 62.5%
    
3.00%
  
2.00%
  
3.00%
  
0.75%

 

(b)    Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Interest Coverage Ratio” in its entirety and replacing it with the following: 

 

“Interest Coverage Ratio” means, as ofthe end of any fiscal quarter of the Consolidated Parties for the four fiscal quarter period ending on such date with respect to the Consolidated Parties on a consolidated basis, the ratio of (a) Consolidated EBITDDA for such period to (b)Consolidated Interest Expense for such period. 

 

****(c)    Section 7.1(k) of the Credit Agreement is amended in its entirety to read as follows: 

 

(k)    within 30 days after the end of each fiscal quarter, a certificate as of the end of such fiscal quarter,substantially in the form of Exhibit 7.1(k) and certified by an Executive Officer of the Borrower to be true and correct as of the date thereof (a “Borrowing Base Certificate”); provided, however, if the sum of(x) outstanding LOC Obligations and (y) outstanding Revolving Loans exceeds $115,000,000 as of any date, then, from and after such date, such Borrowing Base Certificate shall be provided on a monthly basis within 30 days after the end of each month.

 

(d)    Section 7.10(c) of the CreditAgreement is amended in its entirety to read as follows: 

 

(c)    Interest Coverage Ratio.    The Interest Coverage Ratio, as of the last day of each fiscal quarter of the Consolidated Parties, shall be greater than or equal to: 

 

**Period**
  
**Ratio**

October 1, 2002 through and including March 31, 2003
  
1.75 to 1.00

April 1, 2003 through and including June 30, 2003
  
2.00 to 1.00

July 1, 2003 and thereafter
  
2.25 to 1.00

 

(e)    Exhibit 7.1(k) to the Credit Agreement is amended by deleting the references therein to “fiscal quarter” and replacing such references with “[fiscal quarter][month].”

 

SECTION 2.    Conditions ofEffectiveness.    This Agreement shall become effective, as of December 31, 2002, upon the date on which occurs satisfaction (or waiver) of each of the following conditions precedent: 

(a)    This Agreement.    The Agent shall havereceived a duly executed counterpart of this Agreement from (i) the Required Lenders and (ii) each Credit Party. 

 

(b)    Amendment Fee.    The Agent, on behalf of each Lender who executes this Agreement, shall havereceived from the Borrower an amendment fee equal to 37.5 basis points multiplied by the aggregate Revolving Commitments of the Consenting Lenders (as defined below), such fee being for the account of each such Consenting Lender pro rata accordingto such Lender’s Revolving Commitment; provided, however, that such fee shall be payable only to those Lenders (the “Consenting Lenders”) that shall have returned (including via telecopy) executed signature pagesto this Agreement at or before 5:00 p.m. (New York time) on January 23, 2003, as directed by the Agent. 

 

(c)    Costs, Expenses and Fees.    The Borrower shall have paid any and all out-of-pocket costs (tothe extent invoiced) incurred by the Agent or the Arranger (including the reasonable fees and expense of the Agent’s legal counsel) and fees and other amounts payable to the Agent or the Arranger, in each case in connection with thearrangement, negotiation, execution and delivery of this Agreement. 

 

(d)    Representations and Warranties; No Default.    As of the date hereof, after giving effect to the Agreement contemplated hereby: 

 

(i)    the representations andwarranties contained in Section 6 of the Credit Agreement shall be true and correct in all material respects on and as of the date hereof as though made on and as of such date (except for those which expressly relate to an earlier date, which weretrue and correct as of the date made); and 

 

(ii)    no Default or Event of Default shall have occurred and be continuing. 

 

SECTION 3.    Representations and Warranties.    Each of the Borrower and the Subsidiary Guarantorshereby represents and warrants to the Lenders and the Agent that: 

 

(a)    It has taken all necessary action to authorize the execution, delivery and performance of this Agreement. 

 

(b)    This Agreement has been duly executed and delivered by such Person and constitutes such Person’s legal, valid andbinding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rightsgenerally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 

 

(c)    No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmentalauthority or third party is required in connection with the execution, delivery or performance by such Person of this Agreement. 

 

(d)    The representations and warranties of the Credit Parties set forth in Section 6 of the Credit Agreement are, subject tothe limitations set forth therein, true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date, which are true and correct as of the date made). 

 

(e)    Subsequent to the execution and delivery ofthis Agreement and after giving effect hereto, no Default or Event of Default exists under the Credit Agreement or any of the other Credit Documents. 

 

(f)    All of the provisions of the Credit Documents, except as amended hereby, are in full force and effect. 

 

(e)    After giving effect to this Agreement and the provisions hereof, the Agent continues to have a valid, perfected and firstpriority security interest in all remaining Collateral (other than the Land and Timber previously released pursuant to the terms of the Credit Agreement). 

 

SECTION 4.    Miscellaneous. 

 

(a)    Credit Agreement Otherwise Not Affected.    Except as expressly modified pursuant hereto, theCredit Agreement and the other Credit Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed in all respects. The Required Lenders’ and the Agent’s execution and delivery of, or acceptance of,this Agreement and any other documents and instruments in connection herewith shall not be deemed to create a course of dealing or otherwise create any express or implied duty by any of them to provide any other or further amendments, consents orwaivers in the future. 

 

(b)    Acknowledgment of Subsidiary Guarantors.    The Subsidiary Guarantors acknowledge and consent to all of the terms and conditions of this Agreement and agree that this Agreementand any documents executed in connection herewith do not operate to reduce or discharge the Subsidiary Guarantors’ obligations under the Credit Agreement or the other Credit Documents. 

 

(c)    No Reliance. The Credit Parties herebyacknowledge and confirm to the Agent and the Lenders that they are executing this Agreement on the basis of their own investigation and for its own reasons without reliance upon any agreement, representation, understanding or communication by or onbehalf of any other Person. 

 

(d)    Costs and Expenses.    The Borrower agrees to pay to the Agent on demand its reasonable out-of-pocket costs and expenses, and the reasonable fees and disbursements of its counsel,in connection with the negotiation, preparation, execution and delivery of this Agreement and any other documents to be delivered in connection herewith. 

 

(e)    Binding Effect.    This Agreement shall be binding upon, inure to the benefit of and beenforceable by the Borrower, each Subsidiary Guarantor, the Agent and each Lender and their respective successors and assigns. 

 

(f)    Governing Law.    **THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,THE LAW OF THE STATE OF NEW YORK.**

 

(g)    Complete Agreement; Agreement.    This Agreement contains the entire and exclusive agreement of the parties hereto with reference to the matters discussed herein. This Agreementsupersedes all prior commitments, drafts, communications, discussion and understandings, oral or written, with respect thereto. This Agreement may not be modified, amended or otherwise altered except in accordance with the terms of Section 11.6 ofthe Credit Agreement. 

 

(h)    Severability.    Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations.If, however, any provision of this Agreement shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law orregulation, or, if for any reason it is not deemed so modified, it shall be ineffective and 

invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of thisAgreement, or the validity or effectiveness of such provision in any other jurisdiction. 

 

(i)    Counterparts/Telecopy. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executedshall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart by telecopy shall be as effective as an original and shall constitute a representation that anoriginal will be delivered. 

 

(j)    Interpretation.    This Agreement is the result of negotiations between, and has been reviewed by counsel to, the Agent and the Credit Parties and are the product of all partieshereto. Accordingly, this Agreement shall not be construed against any of the Lenders or the Agent merely because of the Agent’s or any Lender’s involvement in the preparation thereof. 

 

(k)    CreditDocument.    This Agreement shall constitute a “Credit Document” under and for all purposes of the Credit Agreement and the other Credit Documents. 

 

 

IN WITNESS WHEREOF, theparties hereto have duly executed this Agreement, as of the date first above written.****

 

**BORROWER**

**POTLATCH CORPORATION**
  
By:**                                            **
 
Name:**                                       **
 
Title:                                          

**SUBSIDIARY**

**GUARANTORS:**
 
**THE PRESCOTT AND NORTHWESTERN**
 
**RAILROAD COMPANY**
  
By:**                                            **
 
Name:**                                       **
 
Title:                                          
  
**ST. MARIES RIVER**
 
**RAILROAD COMPANY**
  
By:**                                            **
 
Name:**                                       **
 
Title:                                          
  
**WARREN AND SALINE RIVER**
 
**RAILROAD COMPANY**
  
By:**                                            **
 
Name:**                                       **
 
Title:                                          
  
**DULUTH & NORTHEASTERN**
 
**RAILROAD COMPANY**
  
By:**                                            **
 
Name:**                                       **
 
Title:                                          

 

**AGENT:**

**BANK OF AMERICA, N.A.,**
 
in its capacity as Administrative Agent 
  
By:**                                            **
 
Name:**                                       **
 
Title:                                          

**LENDERS:**

**BANK OF AMERICA, N.A.,**
 
individually in its capacity as a Lender 
  
By:**                                            **
 
Name:**                                       **
 
Title:                                          

 

 
  
                                                                    
    
**LENDER**
         
By:                                                            
    
Name:                                                     
    
Title: