Scotia Pacific Co LLC Sample Contracts

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Indenture • August 13th, 1999 • Scotia Pacific Co LLC • Sawmills & planting mills, general • New York
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WITH REGARD TO
Agreement • March 22nd, 1999 • Scotia Pacific Co LLC • Sawmills & planting mills, general • California
WITNESSETH
Escrow Agreement • October 27th, 1999 • Scotia Pacific Co LLC • Sawmills & planting mills, general • New York
THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 14th, 2003 • Scotia Pacific Co LLC • Sawmills & planting mills, general • New York
ARTICLE I
Agreement and Plan of Merger • September 21st, 1998 • Scotia Pacific Co LLC • Delaware
EXHIBIT 99.4 AGREEMENT RELATING TO ENFORCEMENT OF AB 1986
Agreement • March 22nd, 1999 • Scotia Pacific Co LLC • Sawmills & planting mills, general • California
Contract
The Credit Agreement • March 23rd, 2005 • Scotia Pacific Co LLC • Sawmills & planting mills, general • California

AMENDMENT NO. 4 TO THE CREDIT AGREEMENT AND LIMITED WAIVER, dated as of March 18, 2005 (this "Amendment and Limited Waiver"), among The Pacific Lumber Company, a Delaware corporation, and Britt Lumber Co., Inc., a California corporation (each, a "Borrower" and together, the "Borrowers"), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the "Lenders") and Bank of America, N.A., as agent (the "Agent") for the Lenders.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 20th, 2006 • Scotia Pacific Co LLC • Sawmills & planting mills, general • New York
RECITALS
And Escrow Instructions and Option Agreement • March 22nd, 1999 • Scotia Pacific Co LLC • Sawmills & planting mills, general
AGREEMENT FOR LUMP SUM PURCHASE OF COMPANY TIMBER
Agreement for Lump Sum Purchase of Company Timber • March 15th, 2006 • Scotia Pacific Co LLC • Sawmills & planting mills, general • California
Private and Confidential Scotia Pacific Company LLC Scotia, California 95565
Letter Agreement • May 10th, 2005 • Scotia Pacific Co LLC • Sawmills & planting mills, general

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 (

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 23rd, 2006 • Scotia Pacific Co LLC • Sawmills & planting mills, general • New York

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").

RECITALS
And Escrow Instructions • March 22nd, 1999 • Scotia Pacific Co LLC • Sawmills & planting mills, general
AGREEMENT FOR LUMP SUM PURCHASE OF COMPANY TIMBER
Agreement for Lump • April 20th, 2006 • Scotia Pacific Co LLC • Sawmills & planting mills, general • California
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