EXHIBIT 10.4 CREDIT AGREEMENTCredit Agreement • November 12th, 1997 • Deltic Timber Corp • Sawmills & planting mills, general • North Carolina
dated as ofRights Agreement • April 4th, 1997 • Deltic Timber Corp • Sawmills & planting mills, general • New York
Bingham Draft: dated 12/17/02 DELTIC TIMBER CORPORATION NOTE PURCHASE AGREEMENT DATED AS OF DECEMBER 20, 2002 $30,000,000 6.01% SENIOR NOTES DUE DECEMBER 20, 2012 TABLE OF CONTENTSNote Purchase Agreement • March 26th, 2003 • Deltic Timber Corp • Sawmills & planting mills, general • New York
ARTICLE I DEFINITIONSDistribution Agreement • April 4th, 1997 • Deltic Timber Corp • Sawmills & planting mills, general • Arkansas
EXHIBIT 4.1 RIGHTS AGREEMENTRights Agreement • November 19th, 1996 • Deltic Timber Corp • Sawmills & planting mills, general • New York
AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT NO. 1 dated as of October 15, 1998 to the Rights Agreement dated as of December 11, 1996 (the "Rights Agreement") between Deltic Timber Corporation, a Delaware corporation (the "Company"), and Harris Trust...Rights Agreement • November 12th, 1998 • Deltic Timber Corp • Sawmills & planting mills, general • New York
Exhibit A - Revolving Credit Note Exhibit B - Swingline Note Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Subsidiary Guaranty Agreement Exhibit E - Form of Indemnity, Subrogation and Contribution AgreementRevolving Credit Agreement • August 10th, 2001 • Deltic Timber Corp • Sawmills & planting mills, general • Georgia
ARTICLE I DEFINITIONSDistribution Agreement • November 19th, 1996 • Deltic Timber Corp • Sawmills & planting mills, general • Arkansas
Exhibit 10.3 TAX SHARING AGREEMENT --------------------- This Agreement is entered into as of the 11th day of December, 1996 between Murphy Oil Corporation, ("Murphy Oil"), a Delaware corporation, and Deltic Timber Corporation ("Deltic"), a Delaware...Tax Sharing Agreement • April 4th, 1997 • Deltic Timber Corp • Sawmills & planting mills, general • Arkansas
SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of November 18, 2014 among DELTIC TIMBER CORPORATION, as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO, and SUNTRUST BANK, as Administrative Agent and AMERICAN AGCREDIT, PCA REGIONS...Revolving Credit Agreement • November 19th, 2014 • Deltic Timber Corp • Sawmills & planting mills, general • Georgia
THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of November 18, 2014, by and among DELTIC TIMBER CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”) and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).
AMENDED AND RESTATED NOTE PURCHASE AGREEMENT DELTIC TIMBER CORPORATION $40,000,000 PRIVATE PLACEMENT Series A Senior Notes due December 18, 2016Note Purchase Agreement • April 3rd, 2007 • Deltic Timber Corp • Sawmills & planting mills, general • New York
Deltic Timber Corporation, a Delaware corporation (the “Company”), agrees with each of the Holders of the Notes whose names appear at the end hereof (also referred to herein as the “Purchaser” or “Purchasers”) as follows:
AGREEMENT AND PLAN OF MERGER Dated as of October 22, 2017 among POTLATCH CORPORATION, PORTLAND MERGER LLC and DELTIC TIMBER CORPORATIONAgreement and Plan of Merger • October 23rd, 2017 • Deltic Timber Corp • Sawmills & planting mills, general • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 22, 2017, among Potlatch Corporation, a Delaware corporation (“Potlatch”), Portland Merger LLC, a Delaware limited liability company (“Merger Sub”), and Deltic Timber Corporation, a Delaware corporation (“Deltic”).
AWARD AGREEMENT AND STOCK POWER Under the Deltic Timber Corporation RESTRICTED STOCKRestricted Stock • March 11th, 2005 • Deltic Timber Corp • Sawmills & planting mills, general
Effective as of the Grant Date, Participant assigns and transfers to Company the shares of Restricted Stock evidenced by the Certificate and appoints Computershare Investor Services as attorney-in-fact to transfer the stock on the books of the Company, with full power of substitution. Although Participant is the owner of the Restricted Stock, Company will hold the Certificate and this Stock Power during the Restriction Period described in the Award Agreement. Upon expiration of the Restriction Period, Company will return this Stock Power to Participant, together with a new, unrestricted, certificate for the Restricted Stock.
GUARANTEE AGREEMENTGuarantee Agreement • March 11th, 2005 • Deltic Timber Corp • Sawmills & planting mills, general • Georgia
GUARANTEE AGREEMENT dated as of August , 2004, by and between DELTIC TIMBER CORPORATION, a Delaware corporation (the “Guarantor”), and SUNTRUST BANK, a Georgia banking corporation as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).
EXHIBIT 10.8 PROJECT CREDIT AGREEMENT dated as of November 23, 1998Project Credit Agreement • March 25th, 1999 • Deltic Timber Corp • Sawmills & planting mills, general • Illinois
Membership Interest Purchase Agreement by and among TIN Inc., Deltic Timber Corporation and Del-Tin Fiber L.L.C. dated as of February 13, 2013Membership Interest Purchase Agreement • May 3rd, 2013 • Deltic Timber Corp • Sawmills & planting mills, general • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 13, 2013, by and among TIN Inc., a Delaware corporation (“Seller”), Deltic Timber Corporation, a Delaware corporation (“Purchaser”), and Del-Tin Fiber L.L.C., an Arkansas limited liability company (the “Company”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 28th, 2015 • Deltic Timber Corp • Sawmills & planting mills, general • Georgia
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of the 25th day of August, 2015 (this “Amendment”) is by and among DELTIC TIMBER CORPORATION, a Delaware corporation (the “Borrower”), SUNTRUST BANK, in its capacity as Issuing Bank, Swingline Lender and Administrative Agent (the “Administrative Agent”) the financial institutions from time to time party to the Credit Agreement defined below (the “Lenders”), and the Lenders signatory hereto.
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • January 7th, 2016 • Deltic Timber Corp • Sawmills & planting mills, general • Georgia
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of the 30th day of December, 2015 (this “Amendment”) is by and among DELTIC TIMBER CORPORATION, a Delaware corporation (the “Borrower”), SUNTRUST BANK, in its capacity as Issuing Bank, Swingline Lender and Administrative Agent (the “Administrative Agent”) the financial institutions from time to time party to the Credit Agreement defined below (the “Lenders”), and the Lenders signatory hereto.
PURCHASE AND SALE AGREEMENTHunting Lease Agreement • May 2nd, 2014 • Deltic Timber Corp • Sawmills & planting mills, general • Arkansas
REVOLVING CREDIT NOTEDeltic Timber Corp • February 5th, 2016 • Sawmills & planting mills, general
FOR VALUE RECEIVED, the undersigned, Deltic Timber Corporation, a Delaware corporation (the “Borrower”), hereby promises to pay to GREENSTONE FARM CREDIT SERVICES, ACA (the “Lender”) or its registered assigns, at the office of SunTrust Bank (“SunTrust”) at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, on the Commitment Termination Date (as defined in the Second Amended and Restated Revolving Credit Agreement dated as of November 18, 2014 (as the same may be amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders from time to time party thereto and SunTrust, as Administrative Agent for the Lenders), the lesser of the principal sum of TWENTY SEVEN MILLION AND NO/100 DOLLARS ($27,000,000.00) and the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to the Credit Agreement, in lawful money of the United States of America in immediately available funds, and to pay intere
LIMITED LIABILITY COMPANY AGREEMENT OF PORTLAND MERGER LLCLimited Liability Company Agreement • February 23rd, 2018 • Deltic Timber Corp • Sawmills & planting mills, general • Delaware
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • October 24th, 2006 • Deltic Timber Corp • Sawmills & planting mills, general • New York
Amendment No. 2 dated as of October 19, 2006 (“Amendment No. 2”) to the Rights Agreement dated as of December 11, 1996 (the “Original Rights Agreement”), as amended by Amendment No. 1 dated as of October 15, 1998 (“Amendment No. 1”; the Original Rights Agreement as amended by Amendment No. 1, the “Rights Agreement”) between Deltic Timber Corporation, a Delaware corporation (the “Company”), and Harris N.A. (formerly known as, Harris Trust and Savings Bank), as Rights Agent (the “Rights Agent”).
AWARD AGREEMENT AND STOCK POWER Under the Deltic Timber Corporation PERFORMANCE BASED RESTRICTED STOCKAward Agreement • October 24th, 2006 • Deltic Timber Corp • Sawmills & planting mills, general
Effective as of the Grant Date, Participant assigns and transfers to Company the shares of Performance Based Restricted Stock evidenced by the Certificate and appoints Computershare Investor Services as attorney-in-fact to transfer the stock on the books of the Company, with full power of substitution. Although Participant may become the owner of the Performance Based Restricted Stock, Company will hold the Certificate and this Stock Power during the Contingency and Restriction Period described in the Award Agreement. Upon expiration of the Contingency and Restriction Period and if all stated contingencies are met and/or waived by the Committee, Company will return this Stock Power to Participant, together with a new, unrestricted, certificate for the Performance Based Restricted Stock.
PURCHASE AND SALE AGREEMENTHunting Lease Agreement • May 2nd, 2014 • Deltic Timber Corp • Sawmills & planting mills, general • Arkansas
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 8th, 2007 • Deltic Timber Corp • Sawmills & planting mills, general • Georgia
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.
AWARD AGREEMENT AND STOCK POWER Under the Deltic Timber Corporation PERFORMANCE BASED RESTRICTED STOCKAward Agreement and Stock Power • March 11th, 2005 • Deltic Timber Corp • Sawmills & planting mills, general
Effective as of the Grant Date, Participant assigns and transfers to Company the shares of Performance Based Restricted Stock evidenced by the Certificate and appoints Computershare Investor Services as attorney-in-fact to transfer the stock on the books of the Company, with full power of substitution. Although Participant may become the owner of the Performance Based Restricted Stock, Company will hold the Certificate and this Stock Power during the Contingency and Restriction Period described in the Award Agreement. Upon expiration of the Contingency and Restriction Period and if all stated contingencies are met and/or waived by the Committee, Company will return this Stock Power to Participant, together with a new, unrestricted, certificate for the Performance Based Restricted Stock.
PURCHASE AND SALE AGREEMENTHunting Lease Agreement • May 2nd, 2014 • Deltic Timber Corp • Sawmills & planting mills, general • Arkansas
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • October 19th, 2006 • Deltic Timber Corp • Sawmills & planting mills, general • New York
Amendment No. 2 dated as of October 19, 2006 (“Amendment No. 2”) to the Rights Agreement dated as of December 11, 1996 (the “Original Rights Agreement”), as amended by Amendment No. 1 dated as of October 15, 1998 (“Amendment No. 1”; the Original Rights Agreement as amended by Amendment No. 1, the “Rights Agreement”) between Deltic Timber Corporation, a Delaware corporation (the “Company”), and Harris N.A. (formerly known as, Harris Trust and Savings Bank), as Rights Agent (the “Rights Agent”).
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT AND WAIVERRevolving Credit Agreement and Waiver • February 7th, 2011 • Deltic Timber Corp • Sawmills & planting mills, general • Georgia
THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT AND WAIVER (this “Amendment”) is dated as of the 4th day of February, 2011 by and among DELTIC TIMBER CORPORATION, a Delaware corporation (the “Borrower”) and SUNTRUST BANK, JPMORGAN CHASE BANK, N.A., AMERICAN AGCREDIT, PCA, WELLS FARGO BANK, N.A., REGIONS BANK (for itself and as successor to AmSouth Bank), BANCORPSOUTH BANK, BANK OF AMERICA, N.A., IBERIABANK (the foregoing financial institutions, collectively, the “Lenders”), and SUNTRUST BANK, in its capacity as Issuing Bank, Swingline Lender and Administrative Agent (the “Administrative Agent”) for the Lenders.
AWARD AGREEMENT AND STOCK POWER Under the Deltic Timber Corporation RESTRICTED STOCKRestricted Stock • October 24th, 2006 • Deltic Timber Corp • Sawmills & planting mills, general
Effective as of the Grant Date, Participant assigns and transfers to Company the shares of Restricted Stock evidenced by the Certificate and appoints Computershare Investor Services as attorney-in-fact to transfer the stock on the books of the Company, with full power of substitution. Although Participant is the owner of the Restricted Stock, Company will hold the Certificate and this Stock Power during the Restriction Period described in the Award Agreement. Upon expiration of the Restriction Period, Company will return this Stock Power to Participant, together with a new, unrestricted, certificate for the Restricted Stock.
TERM LOAN CREDIT AGREEMENT dated as of August 27, 2015 among DELTIC TIMBER CORPORATION, as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO, and AMERICAN AGCREDIT, PCA, as Administrative Agent AMERICAN AGCREDIT, PCA, as Sole Lead Arranger and Sole...Term Loan Credit Agreement • August 28th, 2015 • Deltic Timber Corp • Sawmills & planting mills, general • New York
THIS TERM LOAN CREDIT AGREEMENT (this “Agreement”) is made and entered into as of August 27, 2015, by and among DELTIC TIMBER CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”) and AMERICAN AGCREDIT, PCA, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).
FIRST AMENDMENT OF AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 4th, 2014 • Deltic Timber Corp • Sawmills & planting mills, general • Arkansas
This First Amendment of Amended and Restated Note Purchase Agreement (the “First Amendment”) is entered into as of December 1, 2014, between DELTIC TIMBER CORPORATION (the “Company”) and AMERICAN AGCREDIT, PCA (the “Purchaser”).
RETIREMENT AGREEMENT AND GENERAL RELEASERetirement Agreement and General Release • October 12th, 2016 • Deltic Timber Corp • Sawmills & planting mills, general • Arkansas
Ray C. Dillon (“Executive”) and Deltic Timber Corporation (the “Company”), a Delaware corporation, enter into this Retirement Agreement and General Release (this “Agreement”), dated as of October 10, 2016, and agree as follows:
