MXM » Topics » Item 1.01. Entry Into a Material Definitive Agreement.

This excerpt taken from the MXM 8-K filed Apr 5, 2007.

Item 1.01.       Entry Into a Material Definitive Agreement.

 

On March 30, 2007, the Registrant's Section 162(m) Compensation Committee (the "Section 162(m) Committee") adopted the 2007 bonus criteria (the "2007 Bonus Criteria") under the MAXXAM 1994 Executive Bonus Plan (the "Executive Plan") for eligible participants. For 2007, these persons are Charles E. Hurwitz, the Registrant's Chairman, President and Chief Executive Officer, and J. Kent Friedman, the Registrant's Co-Vice Chairman and General Counsel. Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to a public company for any compensation over $1.0 million paid to the chief executive officer and the four other most highly compensated officers of such company. Performance-based compensation is not subject to the deduction limit if certain requirements are met. The Executive Plan is designed to permit the award of bonuses meeting these requirements.

 

The 2007 Bonus Criteria in respect of Mr. Hurwitz were based upon improved consolidated financial results, the undertaking by the Registrant's consolidated business units of specified business opportunities, certain favorable developments in respect of the Registrant's racing operations, completion of an Extraordinary Transaction (as defined in the Executive Plan), improved earnings per share, and achievement by the Registrant's consolidated business and corporate segments of their 2007 business plans. Mr. Hurwitz earns various specified amounts if such criteria are satisfied, subject to exercise by the Section 162(m) Committee of its "negative discretion" (the absolute discretion of the 162(m) Committee to reduce the actual bonus payable as the result of any of the criteria being achieved). The 2007 Bonus Criteria for Mr. Friedman were based upon similar categories, although certain categories were narrowed or eliminated entirely to reflect his specific duties. Awards to Mr. Friedman are also subject to the negative discretion of the 162(m) Committee. This description is qualified in its entirety by the actual provisions of the 2007 Bonus Criteria for Messrs. Hurwitz and Friedman, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

c) Exhibits

Exhibit Number

 

Description

10.1

2007 Bonus Criteria for the MAXXAM Chief Executive Officer under the MAXXAM 1994 Executive Bonus Plan

10.2

2007 Bonus Criteria for the MAXXAM Vice Chairman and General Counsel under the MAXXAM 1994 Executive Bonus Plan

 

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: April 5, 2007

By:

/s/ Bernard L. Birkel

 

Name:

Bernard L. Birkel

 

Title:

Secretary

 

0084FMS7.VM.DOC

 

 

This excerpt taken from the MXM 8-K filed Oct 17, 2006.

Item 1.01.     Entry Into a Material Definitive Agreement.

On October 12, 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 the Omnibus Amendment to Revolving Credit Agreement and Guarantee and Collateral Agreement (the "Amendment") attached hereto as Exhibit 10.1. The Amendment is among the Borrowers, Marathon Structured Finance Fund L.P. ("Marathon"), and LaSalle Business Credit, LLC ("LaSalle BC") and LaSalle Bank National Association ("LaSalle Bank"), and provides for the assignment by Marathon of $30 million of its $60 million revolving credit commitment to LaSalle BC. The Amendment also provides for the appointment of LaSalle BC as collateral agent for the revolving credit facility, and the appointment of LaSalle Bank as the issuing lender with respect to letters of credit issued under the revolving credit facility. As collateral agent, LaSalle BC will perform certain functions previously performed by Marathon. Marathon will continue to act as administrative agent for the revolving credit facility, performing the functions specified in the Amendment.

 

Item 9.01

Financial Statements and Exhibits.

c) Exhibits

Exhibit Number


Description

 

10.1

Omnibus Amendment to Revolving Credit Agreement and Guarantee and Collateral Agreement, dated October 12, 2006, among Palco, Britt, Marathon Structured Finance Fund L.P., LaSalle Business Credit, LLC and LaSalle Bank National Association

 

 

 

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: October 17, 2006

By:

/s/ Bernard L. Birkel

 

Name:

Bernard L. Birkel

 

Title:

Secretary & Senior Assistant General Counsel

 

 

0362FMS6.VM.DOC

 

 

This excerpt taken from the MXM 8-K filed May 23, 2006.

Item 1.01. Entry Into a Material Definitive Agreement.

The Registrant's indirect wholly owned subsidiary, Scotia Pacific Company LLC ("ScoPac"), is party to a Credit Agreement with Bank of America National Trust and Savings Association, as Agent, and certain other financial institutions, pursuant to which ScoPac is able to borrow up to one year's interest on its Timber Collateralized Notes. On May 18, 2006, ScoPac entered into the Fourth Amendment to Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 (the "Amendment") providing for a one year extension of the Credit Agreement, to July 6, 2007.

 

Item 7.01

Regulation FD Disclosure

 

In accordance with General Instruction B.2 of Form 8-K, the following information (including the related exhibit) shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation by reference language in such filing, except as shall be expressly set forth by specific reference in such a filing.

 

As previously reported, the Registrant's indirect wholly-owned subsidiary, The Pacific Lumber Company ("Palco"), is pursuing efforts to increase its liquidity. As part of an initiative to pursue discussions with potential lenders, Palco intends to make available to them information that could potentially be considered to be material with respect to the registered securities of the Registrant.

 

Attached hereto as Exhibit 99.1 (and incorporated herein by reference) is a summary of certain such information to be made available to such potential lenders by Palco.

 

Item 9.01

Financial Statements and Exhibits

 

 

(c)

Exhibits

 

 

10.1

Fourth Amendment to Credit Agreement, dated May 18, 2006, among Registrant, Bank of America, N.A., The Bank of Nova Scotia, Keybank National Association, and U.S. Bank National Association

 

 

99.1

Summary of Certain Information To Be Made Available to Potential Lenders by The Pacific Lumber Company (furnished herewith).

 

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: May 23, 2006                                                   By:/s/ Bernard L. Birkel                                                           

 

Name:

Bernard L. Birkel

 

Title:

Secretary

 

0140FM6.NR.doc

 

This excerpt taken from the MXM 8-K filed Apr 13, 2006.

Item 1.01.     Entry Into a Material Definitive Agreement.

On April 7, 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 Seventh Amendment to Revolving Credit Agreement, a copy of which is attached hereto as Exhibit 10.1, and (b) the Seventh 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 $17.0 million in loans by its parent, MAXXAM Group Inc. ("MGI"). The Amendments, among other things, enable Palco to borrow up to an additional $4.0 million from MGI. It is anticipated that proceeds of such loans will be used for working capital purposes.

The Amendments also state that an event of default exists under the Revolving Credit Agreement and the Term Loan Agreement due to a breach of a Revolving Credit Agreement EBITDA covenant for several periods, and that a further breach may occur in respect of the covenant for the period ended March 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.

 

Item 9.01

Financial Statements and Exhibits.

c) Exhibits

Exhibit Number


Description

 

10.1

Seventh Amendment to Revolving Credit Agreement, dated April 7, 2006, among Palco, Britt, The CIT Group/Business Credit, Inc.

10.2

Seventh Amendment to Term Loan Agreement, dated April 7, 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: April 13, 2006                                            By:/s/ Bernard L. Birkel                                          

 

Name:

Bernard L. Birkel

 

 

Title:

Secretary & Senior Assistant General Counsel

 

0057FMS6.NR.DOC

 

 

 

 

This excerpt taken from the MXM 8-K filed Mar 21, 2006.

Item 1.01.     Entry Into a Material Definitive Agreement.

On March 15, 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 Sixth Amendment to Revolving Credit Agreement, a copy of which is attached hereto as Exhibit 10.1, and (b) the Sixth 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 $11.0 million in loans by its parent, MAXXAM Group Inc. ("MGI"). The Amendments, among other things, enable Palco to borrow up to an additional $6.0 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 periods ended November 30, 2005 and January 31, 2006, 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.

 

Item 9.01

Financial Statements and Exhibits.

c) Exhibits

Exhibit Number


Description

 

10.1

Sixth Amendment to Revolving Credit Agreement, dated March 15, 2006, among Palco, Britt, The CIT Group/Business Credit, Inc.

10.2

Sixth Amendment to Term Loan Agreement, dated March 15, 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: March 21, 2006                                        By:/s/ Bernard L. Birkel                                          

 

Name:

Bernard L. Birkel

 

 

Title:

Secretary & Senior Assistant General Counsel

 

0098FMS6.VM.DOC

 

 

This excerpt taken from the MXM 8-K filed Jan 26, 2006.

Item 1.01.     Entry Into a Material Definitive Agreement.

On January 20, 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 Fourth Amendment to Revolving Credit Agreement, a copy of which is attached hereto as Exhibit 10.1, and (b) the Fourth Amendment to Term Loan Agreement, a copy of which is attached hereto as Exhibit 10.2 (collectively the "Amendments"). The Registrant has previously reported a $6.0 million loan to Palco by its parent, MAXXAM Group Inc. ("MGI"). The Amendments, among other things, enable MGI to make up to $3.0 million of additional loans to Palco. 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

Fourth Amendment to Revolving Credit Agreement, dated January 20, 2006, among Palco, Britt, The CIT Group/Business Credit, Inc. and other parties

10.2

Fourth Amendment to Term Loan Agreement, dated January 20, 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: January 26, 2006                                      By:/s/ Bernard L. Birkel                                          

 

Name:

Bernard L. Birkel

 

 

Title:

Secretary & Senior Assistant General Counsel

 

0475FMS6.DH.DOC

 

 

 

 

 

This excerpt taken from the MXM 8-K filed Jan 18, 2006.

Item 1.01.       Entry into a Material Definitive Agreement.

To the extent applicable, the contents of Item 8.01 below are incorporated into this Item 1.01 by reference.

Item 8.01.

Other Events.

MAXXAM Group Inc. ("MGI") is an indirect wholly owned subsidiary of the Registrant. The Pacific Lumber Company ("Palco") is MGI's wholly owned subsidiary, and Scotia Pacific Company LLC ("Scopac LLC") is a wholly owned subsidiary of Palco.

 

On January 13, 2006, Scopac LLC consummated a "Lump Sum Sale" of certain of its "Company Timber" pursuant to (and as such terms are defined in) Scopac LLC's Indenture dated as of July 20, 1998 (the "Indenture"). In accordance with the Indenture, the specified Company Timber was released from the liens securing Scopac LLC's outstanding Timber Collateralized Notes ("Timber Notes"). The purchaser in the Lump Sum Sale was MGI. A cash purchase price of $2,340,030.42 was paid in the Lump Sum Sale, which was calculated using the applicable prices established by the California State Board of Equalization for the first half of 2006 ("First Half 2006 SBE Prices"). MGI and Palco also entered into a similar agreement providing for the sale to Palco of the Company Timber purchased by MGI in the Lump Sum Sale (based upon First Half 2006 SBE Prices) as the Company Timber is delivered to Palco.

Scopac LLC has advised the Registrant that it expects the cash from the Lump Sum Sale, together with other cash receipts and available resources, to be adequate to allow Scopac LLC to pay all of the interest due on the January 20, 2006 payment date for Scopac LLC's Timber Notes. Registrant has previously disclosed that Scopac LLC's management has concluded that, in the absence of significant regulatory relief and accommodations, its projected average annual harvest level over the ten-year period beginning 2006 is estimated at approximately 100 million board feet per year, substantially below both historical levels and the minimum levels necessary in order to allow Scotia LLC to satisfy future debt service obligations in respect of the Timber Notes. Scotia LLC has taken steps to reduce its cost structure in response to these anticipated reductions in harvest levels and cash flows. To the extent that Scotia LLC is unable to restructure its Timber Notes consistent with management's expectations as to future harvest levels and cash flows, or to secure additional liquidity from external sources, the Company expects that Scotia LLC, and, as may be required, Palco, will be forced to take extraordinary actions, which may include further reducing expenditures by laying off employees and shutting down various operations; seeking other sources of liquidity, such as from asset sales; and seeking protection by filing under the Bankruptcy Code.

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.

 

Date:

January 18, 2006

MAXXAM INC.

By:     /s/ Bernard L. Birkel                                                   

 

Name:

Bernard L. Birkel

 

 

Title:

Secretary & Senior Assistant General Counsel

 

 

0005FMS6.VM.DOC

 

 

 

 

This excerpt taken from the MXM 8-K filed Nov 23, 2005.

Item 1.01.     Entry Into a Material Definitive Agreement.

On November 18, 2005, 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 Third Amendment to Revolving Credit Agreement, a copy of which is attached hereto as Exhibit 10.1, and (b) the Third Amendment to Term Loan Agreement, a copy of which is attached hereto as Exhibit 10.2. The modifications to the Revolving Credit Facility and the Term Loan, respectively, reflected in these two documents enabled a $6.0 million loan to Palco by its parent, MAXXAM Group Inc. The proceeds of such loan were used to pay down outstanding borrowings under the Revolving Credit Facility. Any capitalized terms used but not defined herein have the same meaning as is assigned to such terms in the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.

Item 9.01

Financial Statements and Exhibits.

c) Exhibits

Exhibit Number


Description

10.1

Third Amendment to Revolving Credit Agreement, dated November 18, 2005, among Palco, Britt, The CIT Group/Business Credit, Inc. and other parties

10.2

Third Amendment to Term Loan Agreement, dated November 18, 2005, 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: November 23, 2005                                By:/s/ Bernard L. Birkel                                          

 

Name:

Bernard L. Birkel

 

 

Title:

Secretary & Senior Assistant General Counsel

 

 

 

 

 

0116FMS5.VM.DOC

 

 

 

 

This excerpt taken from the MXM 8-K filed Oct 28, 2005.

Item 1.01.     Entry Into a Material Definitive Agreement.

Amendment of Revolving Credit Agreement and Term Loan Agreement

On October 26, 2005, the Registrant's indirect wholly owned subsidiary, The Pacific Lumber Company ("Palco"), and Palco's subsidiary, Britt Lumber Co., Inc. ("Britt"), and certain of their affiliates entered into an Omnibus Amendment to Revolving Credit Agreement, Term Loan Agreement, Intercreditor Agreement and Guarantee and Collateral Agreements (the "Amendment"). The Amendment amends the revolving credit facility and the term loan facility which were entered into by Palco and Britt on April 19, 2005.

The Amendment temporarily increases the amount of the revolving credit facility from $30 million to $35 million and temporarily increases the advance rate applicable to the borrowers' inventory from 75% to 80%. The increase in the inventory advance rate is subject to satisfactory inventory appraisals, and the amount of the increase in such advances is capped at $1.5 million. The increase in the amount of the revolving credit facility and the increase in the inventory advance rate will be phased out beginning in January 2006, and will be completely phased out by March 2006. The Amendment also revises financial covenants applicable to the revolving credit facility and the term loan facility.

MAXXAM Group Inc., Palco's immediate parent, has furnished cash collateral of $2 million as additional security for the borrowers' obligations under the revolving credit facility and the term loan facility. This cash collateral will be released on April 1, 2006, so long as the borrowers have achieved earnings and borrowing availability targets that are to be determined by the revolving lenders.

This excerpt taken from the MXM 8-K filed Apr 1, 2005.

Entry into a Material Definitive Agreement

 

On April 1, 2005, the Registrant and Emily Madison entered into an Executive Employment Agreement (the "Employment Agreement"). The Employment Agreement has a three year term and provides for Ms. Madison to become the Registrant's Vice President, Finance at a beginning salary of $228,600 per year. Ms. Madison is also to be paid a one-time signing bonus of $37,500, an annual bonus of not less than $50,000, and an automobile allowance of $15,000 per year. She will also become a participant in the Registrant's capital accumulation plan, as well as be granted stock options in respect of 5,000 shares of the Registrant's Common Stock. This description is qualified in its entirety by the actual provisions of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

On March 28, 2005, the Registrant's Section 162(m) Compensation Committee (the "Section 162(m) Committee") adopted the 2005 bonus criteria (the "2005 Bonus Criteria") under the MAXXAM 1994 Executive Bonus Plan (the "Executive Plan") for eligible participants. For 2005, these persons are the Registrant's Chief Executive Officer (Charles E. Hurwitz), President and Chief Financial Officer (Paul N. Schwartz), and Vice Chairman and General Counsel (J. Kent Friedman). Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to a public company for any compensation over $1.0 million paid to the chief executive officer and the four other most highly compensated officers of such company. Performance-based compensation is not subject to the deduction limit if certain requirements are met. The Executive Plan is designed to award bonuses meeting these requirements.

 

The 2005 Bonus Criteria in respect of Mr. Hurwitz were based upon improved consolidated financial results, certain subsidiaries undertaking new business opportunities or favorable developments in respect of the Registrant's racing operations, completion of an Extraordinary Transaction (as defined in the Executive Plan), improved earnings per share, and achievement by the Registrant's operating segments of their 2005 business plans. Mr. Hurwitz earns various specified amounts if such criteria are satisfied, subject to exercise by the Section 162(m) Committee of its "negative discretion" (the absolute discretion of the 162(m) Committee to reduce the actual bonus payable as the result of any of the criteria being achieved). The 2005 Bonus Criteria for Messrs. Schwartz and Friedman were based upon similar categories, although certain categories were narrowed or eliminated entirely to reflect their specific duties. Awards to Messrs. Schwartz and Friedman are also subject to the negative discretion of the 162(m) Committee. This description is qualified in its entirety by the actual provisions of the 2005 Bonus Criteria for Messrs. Hurwitz, Schwartz, and Friedman, copies of which are attached hereto as Exhibits 10.2, 10.3 and 10.4, respectively, and incorporated herein by reference.

 

As previously disclosed, on December 30, 2004, the Registrant and Ms. Diane Dudley, the Registrant's former Vice President, Chief Personnel Officer entered into a one-year Consulting Agreement (the "Consulting Agreement"). On March 28, 2005, the Registrant executed an undertaking (the "Undertaking") in favor of Ms. Dudley, which document indemnifies Ms. Dudley against certain matters in connection with her services under the Consulting Agreement. This description is qualified in its entirety by the actual provisions of the Undertaking, a copy of which is attached hereto as Exhibit 10.5 and incorporated herein by reference.

 

 

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