I have hereunto signed my name this
day of September,
2005.
Secretary
I, [
], [
] of the Borrower, do hereby
certify that [
] has been duly elected, is duly qualified and
is the [Assistant] Secretary of the Borrower, that the signature set forth above
is [his/her] genuine signature and that [he/she] has held such office at all
times since [
].
IN WITNESS WHEREOF, I have hereunto signed my name this
day of September,
2005.
DELTIC TIMBER CORPORATION
Title:
E-2
EXHIBIT 3.1(B)(VII)
FORM OF OFFICER'S CERTIFICATE
Reference is made to the Revolving Credit Loan Agreement dated as of September
, 2005 (the "Credit Agreement"), among Deltic Timber Corporation (the
"Borrower"), the Lenders from time to time party thereto, and SunTrust Bank, as
Administrative Agent. Terms defined in the Credit Agreement are used herein with
the same meanings. This certificate is being delivered pursuant to
Section 3.1(b)(vii) of the Credit Agreement.
I, [
], [
] of the Borrower, DO HEREBY
CERTIFY that:
(a) the representations and warranties of the Borrower set forth in the Credit
Agreement are true and correct on and as of the date hereof; and
(b) no Default or Event of Default has occurred and is continuing at the date
hereof; and
(c) since December 31, 2004, which is the date of the most recent financial
statements described in Section 5.1(a) of the Credit Agreement, there has been
no change which has had or could reasonably be expected to have a Material
Adverse Effect.
IN WITNESS WHEREOF, I have hereunto signed my name this
day of September,
2005.
DELTIC TIMBER CORPORATION
Name:
Title: