0000063814-09-000006 Sample Contracts

LOAN AGREEMENT [FEI Space] dated as of June 28, 2001 between LAKEPOINTE ASSETS LLC, as Borrower and LEGG MASON REAL ESTATE SERVICES, INC., as Lender
Loan Agreement • March 31st, 2009 • Maxxam Inc • Forestry • Texas

THIS LOAN AGREEMENT (this "LOAN AGREEMENT"), dated as of June 28, 2001, between LAKEPOINTE ASSETS LLC, a Delaware limited liability company, having an address c/o 5847 San Felipe Drive, Suite 2600, Houston, Texas 77057 ("BORROWER") and LEGG MASON REAL ESTATE SERVICES, INC., a Pennsylvania corporation, having an address at 100 Light Street, 32nd Floor, Baltimore, Maryland 21202 (the "LENDER").

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DEFERRED FEE AGREEMENT
Deferred Fee Agreement • March 31st, 2009 • Maxxam Inc • Forestry • Texas

THIS AGREEMENT, dated as of SEPTEMBER 1, 1994, is by and between MAXXAM INC., a Delaware corporation (the "Company"), and EZRA G. LEVIN (the "Director"), currently residing at 5260 Sycamore, Riverdale-on-Hudson, Bronx, New York 10471.

Amendment of Tax Allocation Agreement Between MAXXAM Inc. and MAXXAM Group Holdings Inc.
Allocation Agreement • March 31st, 2009 • Maxxam Inc • Forestry

WHEREAS, MAXXAM Inc. ("MAXXAM") and MAXXAM Group Holdings Inc. ("MGHI") executed a tax allocation agreement as of December 23, 1996 covering all taxable years during which MGHI is included in MAXXAM's Federal consolidated income tax returns (the "MGHI Tax Allocation Agreement"); and

MAXXAM INC. STOCK OPTION AGREEMENT
Stock Option Agreement • March 31st, 2009 • Maxxam Inc • Forestry

THIS STOCK OPTION AGREEMENT, dated _______________________ (the "Agreement"), is between MAXXAM INC., a Delaware corporation (the "Company"), and ___________________, an officer, or employee of the Company or one of its subsidiaries (the "Grantee").

SECOND AMENDMENT TO DEFERRED FEE AGREEMENT
Deferred Fee Agreement • March 31st, 2009 • Maxxam Inc • Forestry

This Second Amendment to Deferred Fee Agreement (the “Amendment”) is entered into as of December 12, 2008 by and between MAXXAM INC., a Delaware corporation (the “Company”), and EZRA G. LEVIN (the “Director”), currently residing at 5260 Sycamore, Riverdale-on-Hudson, Bronx, New York 10471.

MAXXAM INC. TAX ALLOCATION AGREEMENT WITH MAXXAM GROUP HOLDINGS INC. OF DECEMBER 23, 1996
Tax Allocation Agreement • March 31st, 2009 • Maxxam Inc • Forestry

This Agreement is made as of December 23, 1996, between MAXXAM Inc. ("Parent"), a Delaware corporation, and MAXXAM Group Holdings Inc. ("MGHI"), a Delaware corporation.

Contract
Tax Allocation Agreement • March 31st, 2009 • Maxxam Inc • Forestry
Amendment of Tax Allocation Agreement Between MAXXAM Inc. and MAXXAM Group Inc.
Allocation Agreement • March 31st, 2009 • Maxxam Inc • Forestry

WHEREAS, MAXXAM Inc. ("MAXXAM") and MAXXAM Group Inc. ("MGI") executed a tax allocation agreement as of August 4, 1993 covering all taxable years during which MGI is included in MAXXAM's Federal consolidated income tax returns (the " MGI Tax Allocation Agreement"); and

Contract
Restricted Stock Agreement • March 31st, 2009 • Maxxam Inc • Forestry • Delaware
MAXXAM INC. TAX ALLOCATION AGREEMENT WITH MAXXAM GROUP INC. THE PACIFIC LUMBER COMPANY and BRITT LUMBER CO., INC. OF FEBRURAY 9, 2004
Tax Allocation Agreement • March 31st, 2009 • Maxxam Inc • Forestry

This Agreement is made as of February 9, 2004, between MAXXAM Inc. ("Parent"), a Delaware corporation, MAXXAM Group Inc. ("MGI"), a Delaware corporation, The Pacific Lumber Company ("Pacific Lumber"), a Delaware corporation and Britt Lumber Co., Inc. ("Britt"), a California corporation.

GUARANTY OF LEASE
Guaranty of Lease • March 31st, 2009 • Maxxam Inc • Forestry • Texas

Guaranty of Lease, dated as of June 28, 2001, by Fluor Corporation, a Delaware corporation, herein, together with any entity succeeding thereto by consolidation, merger or acquisition of its assets substantially as an entirety, called "Guarantor".

Contract
Maxxam Inc • March 31st, 2009 • Forestry
MAXXAM INC. TAX ALLOCATION AGREEMENT WITH THE PACIFIC LUMBER COMPANY, SCOTIA PACIFIC HOLDING COMPANY AND SALMON CREEK CORPORATION OF MARCH 23, 1993
Tax Allocation Agreement • March 31st, 2009 • Maxxam Inc • Forestry

This Agreement is made as of March 23, 1993, between MAXXAM Inc. (“Parent”), a Delaware corporation, The Pacific Lumber Company (“Pacific Lumber”), a Delaware corporation, Scotia Pacific Holding Company (“Scotia”), a Delaware corporation and Salmon Creek Corporation (“Salmon Creek”), a Delaware corporation.

MCO HOLDINGS, INC. TAX ALLOCATION AGREEMENT OF MAY 21, 1988
Tax Allocation Agreement • March 31st, 2009 • Maxxam Inc • Forestry

This Agreement is made as of May 21, 1988, between MCO Holdings, Inc. ("Parent"), a Delaware corporation, and the signatory corporations hereto (each such corporation is hereinafter individually and collectively referred to as "Subsidiary").

MAXXAM Inc. and American Stock Transfer & Trust Company Rights Agent RIGHTS AGREEMENT Dated as of December 15, 1999
Rights Agreement • March 31st, 2009 • Maxxam Inc • Forestry • Delaware

RIGHTS AGREEMENT, dated as of December 15, 1999 (the "Agreement") between MAXXAM Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent").

Amendment of Tax Allocation Agreement Between MAXXAM Inc. and The Pacific Lumber Company
Allocation Agreement • March 31st, 2009 • Maxxam Inc • Forestry

WHEREAS, MAXXAM Inc. ("MAXXAM"), The Pacific Lumber Company ("Pacific Lumber"), Scotia Pacific Holding Company ("Scotia"), and Salmon Creek Corporation ("Salmon Creek") executed a tax allocation agreement as of March 23, 1993 covering all taxable years during which Pacific Lumber, Scotia, and Salmon Creek were included in MAXXAM's Federal consolidated income tax returns (the "Tax Allocation Agreement"); and

AMENDMENT TO RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 31st, 2009 • Maxxam Inc • Forestry

WHEREAS, MAXXAM Inc., a Delaware corporation (the "Company"), and Charles E. Hurwitz ("Participant") are parties to that certain Restricted Stock Agreement dated as of December 13, 1999 (the "Agreement"); and

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