Scotia Pacific Co Llc Sample Contracts

Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Monthly Noteholder Certificate (December 20th, 2006)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Monthly Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Monthly Noteholder Certificate (November 20th, 2006)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Monthly Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – Private Placement Memorandum Dated October 10, 2006 PRIVATE PLACEMENT MEMORANDUM STRICTLY CONFIDENTIAL SCOTIA PACIFIC COMPANY LLC 7.11% Series B Class A-2 Timber Collateralized Notes due 2028 (October 20th, 2006)

We are reselling up to $41,515,000 principal amount of 7.11% Series B Class A-2 Timber Collateralized Notes due 2028 (the "Repurchased Notes" or the "Notes"). The Repurchased Notes constitute 4.8% of the approximately $867.2 million of our Timber Collateralized Notes due 2028 (the "Timber Notes") that we originally issued in June 1998. We acquired these Notes subsequent to their original issuance and are reselling them as described in this private placement memorandum. The Notes will be sold at a price of $750 per $1,000 principal amount, plus accrued interest, if any, from July 20, 2006. The minimum initial investment in the Notes is $1.0 million. We will pay interest on the Notes semi-annually on January 20 and July 20 of each year, beginning January 20, 2007, and until the Notes mature on July 20, 2028 (or are sooner repaid in accordance with their terms). The interest rate for the Notes for each interest period will be a per annum rate equal to 7.11%. The Timber Notes are secured b

Scotia Pacific Co Llc – FORM OF REGISTRATION RIGHTS AGREEMENT SCOTIA PACIFIC COMPANY LLC 7.11% Series B Class A-2 Timber Collateralized Notes Due 2028 (October 20th, 2006)
Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Monthly Noteholder Certificate (October 20th, 2006)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Monthly Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Monthly Noteholder Certificate (September 20th, 2006)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Monthly Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Monthly Noteholder Certificate (August 21st, 2006)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Monthly Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – FOR IMMEDIATE RELEASE July 25, 2006 (July 26th, 2006)
Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Note Payment Noteholder Certificate (July 20th, 2006)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Note Payment Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Monthly Noteholder Certificate (July 20th, 2006)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Monthly Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Monthly Noteholder Certificate (June 20th, 2006)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Monthly Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – FOURTH AMENDMENT TO CREDIT AGREEMENT (May 23rd, 2006)

This FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Fourth Amendment"), dated as of May 18, 2006, is entered into by and among SCOTIA PACIFIC COMPANY LLC, a Delaware limited liability company (the "Company"), each of the Banks (as defined in the Credit Agreement referred to below) party to the Credit Agreement, and BANK OF AMERICA, N.A., as agent for the Banks (the "Agent").

Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Monthly Noteholder Certificate (May 22nd, 2006)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Monthly Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Monthly Noteholder Certificate (April 20th, 2006)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Monthly Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – AGREEMENT FOR LUMP SUM PURCHASE OF COMPANY TIMBER (North Larabee and Radish) (April 20th, 2006)
Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Monthly Noteholder Certificate (March 20th, 2006)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Monthly Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – AGREEMENT FOR LUMP SUM PURCHASE OF COMPANY TIMBER (March 15th, 2006)
Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Monthly Noteholder Certificate (February 21st, 2006)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Monthly Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Note Payment Noteholder Certificate (January 20th, 2006)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Note Payment Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Monthly Noteholder Certificate (January 20th, 2006)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Monthly Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Monthly Noteholder Certificate (December 20th, 2005)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Monthly Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Monthly Noteholder Certificate (November 21st, 2005)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Monthly Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – SUMMARY OF CERTAIN INFORMATION DISCLOSED TO RESTRICTED NOTEHOLDERS BY SCOTIA PACIFIC COMPANY LLC (“SCOPAC”) (October 28th, 2005)

Following is a summary of certain information disclosed to the Restricted Noteholders pursuant to the Noteholder Confidentiality Agreement. Investors are cautioned that the information was prepared as of July-August 2005 using information available at the time and estimates and projections would differ, perhaps significantly in certain respects, if prepared with more current information, including developments disclosed in SEC Reports. Except for historical information contained herein, the statements herein are forward-looking and involve known and unknown risks and uncertainties, which may cause Scopac’s actual results and those of its parent company, Palco, in future periods to differ materially from forecasted results. The factors which could cause a variance between projected and actual results include the effectiveness of management’s strategies and decisions, general economic and business conditions, developments in technology, new or modified statutory, environmental or regulat

Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Monthly Noteholder Certificate (October 20th, 2005)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Monthly Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Monthly Noteholder Certificate (September 20th, 2005)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Monthly Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Monthly Noteholder Certificate (August 22nd, 2005)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Monthly Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Monthly Noteholder Certificate (July 20th, 2005)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Monthly Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Note Payment Noteholder Certificate (July 20th, 2005)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Note Payment Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Monthly Noteholder Certificate (June 20th, 2005)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Monthly Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – Bingham McCutchen One State Street Hartford, CT 06103-3178 860-240-2800 Fax bingham.com (June 9th, 2005)

Bingham McCutchen LLP ("Bingham McCutchen" or "we", or "us") has been requested by an informal committee (as constituted from time to time, the "Committee") of certain unaffiliated investors who hold Timber Notes to represent the Committee in connection with a possible financial restructuring of the Company. As of the date hereof, members of the Committee have represented to us in good faith the dollar amount of their individual holdings, which we are not authorized to disclose on an individual basis. However, we are authorized to disclose the aggregate holdings of the members of the Committee. Based on the representations we have received, the Committee members hold, in the aggregate, approximately 50% of the outstanding principal amount of the Timber Notes not held by the Company. The individual members of the Committee as of the date hereof (but not their holdings) are set forth on Schedule A hereto. Bingham McCutchen agrees to promptly advise the Company, as soon as Bingham McCutch

Scotia Pacific Co Llc – Houlihan Lokey Howard & Zukin Investment Banking Services (June 9th, 2005)

This letter confirms the terms of the agreement between Houlihan Lokey Howard & Zukin Capital, Inc. ("Houlihan Lokey" or the "Firm"), and Counsel to the Ad Hoc Committee (the "Ad Hoc Committee Counsel") concerning its retention of Houlihan Lokey on behalf of the Ad Hoc Committee, effective as of May 1, 2005 (the "Effective Date") to provide financial advisory and related services to the Ad Hoc Committee in connection with the financial restructuring of ScoPac. The Company, by executing this letter, acknowledges and agrees to be responsible for the payment and other obligations to Houlihan Lokey, and agrees to be bound by the acknowledgements made by it in this letter.

Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Monthly Noteholder Certificate (May 20th, 2005)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Monthly Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – Private and Confidential Scotia Pacific Company LLC Scotia, California 95565 Ladies and Gentlemen: (May 10th, 2005)

This letter agreement (this "Agreement") confirms the agreement that Scotia Pacific Company LLC, a Delaware limited liability company (together with its subsidiaries, the "Company"), has engaged UBS Securities LLC ("UBS") to act as its exclusive financial advisor and capital markets advisor in connection with any Restructuring Transaction (as defined below). Notwithstanding the exclusive nature of UBS' engagement hereunder, UBS agrees and acknowledges that the Company has retained Corporate Revitalization Partners, LLC, and may during the effective period of this Agreement retain other professionals to provide financial or capital markets advice; provided however that no other firm or professional shall engage in negotiations with holders of the Obligations (as defined below), including, without limitation, the holders of the Obligations (as defined below), their advisors or other representatives. UBS shall act on behalf of the Company and at the direction of the Independent Managers (

Scotia Pacific Co Llc – Scotia Pacific Company LLC Timber Collateralized Notes due 2028 Monthly Noteholder Certificate (April 20th, 2005)

Terms used but not defined herein have the meanings set forth in the Indenture governing the Timber Notes. This Monthly Noteholder Certificate is delivered pursuant to Section 4.6 of the Indenture.

Scotia Pacific Co Llc – PALCO News Release (April 7th, 2005)

Expressing disappointment with today's decision, Robert E. Manne, President and CEO of PALCO, stated that, "This seemingly arbitrary decision creates even more uncertainty for our company, our employees, and our future.