NEW SERVICES AGREEMENT
THIS NEW SERVICES AGREEMENT (this "Agreement"), dated as of July
20, 1998, is entered into by and between The Pacific Lumber Company, a
Delaware corporation ("Pacific Lumber" and, in its capacity as the initial
Services Provider hereunder, the "Services Provider"), and Scotia Pacific
Company LLC, a Delaware limited liability company (the "Issuer").
WITNESSETH:
The Issuer and Pacific Lumber are parties to a Services Agreement
dated as of March 23, 1993, which is being terminated effective as of the
date hereof (the "Existing Services Agreement");
The Issuer and the Trustee have entered into the Indenture,
pursuant to which the Issuer has issued the Timber Notes; and the Issuer,
the Collateral Agent and the Deed of Trust Trustee have entered into the
Deed of Trust, securing, among other things, the Issuer's obligations under
the Timber Notes and the Indenture;
This Agreement is being entered into in connection with the
issuance and sale of the Timber Notes; and
Pacific Lumber is capable of rendering the services described in
Schedule 1 hereto (the "Services") and supplying the equipment, personnel
and expertise necessary to perform the Services as contemplated by this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements
contained herein and in the Operative Documents and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, Pacific
Lumber and the Issuer hereby agree as follows:
I
DEFINITIONS
1.1 For all purposes of this Agreement, unless the context
otherwise requires, all defined terms shall have the meaning set forth in
Schedule A to the Indenture, which is incorporated by reference as if fully
set forth herein.
II
SERVICES
2.1 Services. Subject to the terms and provisions set forth in
this Agreement, the Services Provider shall provide to the Issuer the
Services.
2.2 Personnel Matters. Without limiting the generality of
Section 2.1 of this Agreement, the Services Provider shall provide all
labor and professional and supervisory persons necessary to perform the
Services which are not provided by the Issuer, including, but not limited
to, biologists, fire protection personnel, foresters, technicians,
accountants, lawyers and office, field and other employees; provided that
the Services Provider shall have the right at its own expense to use
independent contractors, outside legal counsel or other outside specialists
or other persons in performing the Services as it shall deem advisable in
its reasonable judgment.
2.3 Performance of Services. The Services Provider shall
perform or cause to be performed its duties under this Agreement in a
manner consistent in all material respects with prudent business practices
which, in the reasonable judgment of the Services Provider, (i) are
consistent with then current applicable industry standards, and (ii) are in
compliance in all material respects with applicable laws. The Services
Provider shall, in connection with the performance of the Services
hereunder, apply for, and use its best efforts to obtain, all permits,
licenses, certificates or other administrative or regulatory authorizations
as may be required by any Governmental Authority from time to time as may
be necessary or appropriate for the Services Provider's performance of its
obligations under this Agreement, except for such permits, licenses,
certificates or other authorizations as the Issuer is specifically required
to procure pursuant to the terms of the Indenture or by reason of
applicable law. The Issuer shall use all reasonable efforts to assist the
Services Provider in obtaining such authorizations as the Services Provider
is required to obtain, and the Services Provider shall use all reasonable
efforts to assist the Issuer in obtaining such authorizations as the Issuer
is required to obtain. In connection with the performance of the Services,
the Services Provider shall comply with all laws, rules and regulations
applicable to it, and with all agreements applicable to it that now
pertain, or in the future may pertain, to the Services, other than such
events of non-compliance which would not, individually or in the aggregate,
have a Material Adverse Effect. In addition, the Services Provider shall,
in the performance of its obligations under this Agreement, abide by any
applicable restrictions contained in any agreement to which the Issuer is a
party, including, without limitation, the Operative Documents.
2.4 Independent Contractor Status. The Services Provider shall
perform the Services as an independent contractor. The number of
employees, the selection and retention of such employees, the hours of
labor and the compensation for services to be paid to any and all such
employees of the Services Provider shall be determined by the Services
Provider. The Services Provider or a xxxxxxx, supervisor, manager or
officer of the Services Provider with whom the Issuer may consult
concerning the Services shall be available to the Issuer at all reasonable
times. All employees, agents, contractors and subcontractors hired by the
Services Provider to perform services hereunder shall not be deemed to be
the employees, agents, contractors and subcontractors of the Issuer, and
all salaries and compensation payable to them shall be the exclusive
responsibility of the Services Provider.
2.5 Necessary Information. The Issuer shall furnish the
Services Provider with all information, programs, know-how, methods or
methodology within the Issuer's control as may be necessary or appropriate
for the performance of the Services by the Services Provider.
III
REPRESENTATIONS AND WARRANTIES
3.1 Pacific Lumber hereby represents and warrants to the Issuer
as follows:
(a) Pacific Lumber has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the
State of Delaware, with full corporate power and authority to own its
properties and conduct its business as presently conducted, and is duly
qualified to do business as a foreign corporation and is in good standing
under the laws of each jurisdiction material to the performance of its
obligations under this Agreement.
(b) This Agreement has been duly authorized, executed and
delivered by Pacific Lumber and constitutes the valid and legally binding
agreement of Pacific Lumber enforceable against Pacific Lumber in
accordance with its terms, except to the extent such enforceability may be
limited by Bankruptcy Law or general principles of equity; and Pacific
Lumber has full corporate power and authority to enter into and perform its
obligations under this Agreement.
(c) No consent, approval, authorization or order of any
Governmental Authority or Tribunal is required for the execution and
delivery by Pacific Lumber of this Agreement.
(d) The execution, delivery and performance by Pacific
Lumber of this Agreement does not violate, conflict with, result in a
breach of, or constitute a default (or an event which with the giving of
notice or the lapse of time or both would be reasonably likely to
constitute a default) under the charter or by-laws of Pacific Lumber, or
any General Law, Timber Law or Environmental Law applicable to Pacific
Lumber and in effect on the date hereof, or the terms of any bond,
debenture, note or any other evidence of indebtedness or any agreement,
indenture, lease or other similar instrument to which Pacific Lumber is a
party or by which it or any of its properties is subject.
(e) Except as disclosed in the Offering Memorandum, there
is not pending or, to the knowledge of Pacific Lumber, threatened, any
action, suit, proceeding or investigation involving Pacific Lumber (and, to
the knowledge of Pacific Lumber, no basis for any such action, suit,
proceeding or investigation exists) before any Tribunal or Governmental
Authority which could reasonably be expected to have a material adverse
effect upon this Agreement or the ability of Pacific Lumber to perform its
obligations hereunder.
(f) Except as disclosed in the Offering Memorandum, during
the term of the Existing Services Agreement, Pacific Lumber complied in all
material respects with (A) the terms and conditions of its approved Timber
Harvesting Plans in connection with timber harvested by Pacific Lumber from
its property and (B) the material Timber Laws, Environmental Laws and
General Laws applicable to such operations, as then in effect.
(g) Pacific Lumber has such properties and equipment, and
such experience, information and know-how as are necessary, when taken
together with the properties, equipment, personnel, experience, information
and know-how of the Issuer, to perform the Services.
IV
COVENANTS
4.1 No Bankruptcy Petition. The Services Provider hereby
covenants and agrees that, prior to the date which is one year and one day
after the payment in full of all outstanding Timber Notes, it will not
institute against, or join any other Persons in instituting against, the
Issuer, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other similar proceeding under any Bankruptcy
Law.
4.2 Maintenance of Existence. The Services Provider shall
maintain its separate existence as a legal entity; provided that this
provision shall not prevent the Services Provider from merging with or
into, consolidating with or transferring all or substantially all of its
assets or substantially all of its assets excluding its interest in Salmon
Creek to a successor corporation or other entity, provided that (i) no
Default or Event of Default shall have occurred and be continuing, (ii) the
surviving corporation or other entity shall, consistent with the provisions
of Section 2.3 hereof, remain qualified to perform the Services, (iii) the
surviving corporation or other entity (if not the Services Provider) shall
be duly and validly existing under the laws of the United States, any State
thereof or the District of Columbia and shall assume by written instrument
the performance and observance of each covenant in this New Services
Agreement to be performed by the Services Provider, (iv)(A) the long-term
unsecured debt obligations of the corporation or other entity with which
the Services Provider proposes to merge or consolidate, or to which the
Services Provider proposes to transfer all or substantially all of its
assets or substantially all of its assets excluding its interest in Salmon
Creek, immediately prior to (and without giving effect to) such
transaction, shall be rated at least equal to the then current long-term
unsecured debt obligations of the Services Provider, (B) Rating Agency
Confirmation shall have been obtained and evidence thereof delivered to the
Trustee or (C) the entity which survives such merger or consolidation or to
which such assets are transferred is a newly formed wholly-owned subsidiary
of Pacific Lumber with no material assets or liabilities immediately prior
to such merger, consolidation or transfer and (v) an Officer's Certificate
to the effect of Clauses (i), (ii), (iii) (if applicable) and (iv)(A) or
(C) (if applicable) shall have been delivered to the Trustee and each
Rating Agency. Any Person into which the Services Provider may be merged
or consolidated or any Person resulting from any merger or consolidation to
which the Services Provider is a party, or any Person succeeding to the
business of all or substantially all of the assets of the Services Provider
or substantially all of the assets of the Services Provider excluding its
interest in Salmon Creek will be the successor to the Services Provider
under this Agreement.
4.3 Separate Existence and Formalities. The Services Provider
hereby covenants and agrees that:
(a) The Services Provider's funds and other assets will not
be commingled with those of the Issuer;
(b) The Services Provider will maintain records and books
of account separate from those of the Issuer in accordance with generally
accepted accounting principles;
(c) The Services Provider will conduct its business at an
office or offices that are identifiably segregated from the offices of the
Issuer and will have telephone numbers, a mailing address, stationery and
other business forms separate from the Issuer;
(d) The Services Provider will conduct its business solely
in its own name and will not knowingly or negligently mislead any other
Person as to the identity or authority of the Services Provider;
(e) all oral and written communications of the Services
Provider, including, without limitation, letters, invoices, purchase
orders, contracts, statements and applications, will be made solely in the
name of the Services Provider;
(f) The Services Provider will provide for all of its
operating expenses and liabilities from its own separate funds;
(g) The Services Provider will maintain correct minutes of
the meetings and other corporate proceedings of the owners of its capital
stock and its Board of Directors and otherwise comply with requisite
corporate formalities required by law; and
(h) Except as provided in the Purchase Agreement, the
Services Provider will not hold itself out or knowingly permit itself to be
held out as having agreed to pay or as being liable for any indebtedness of
the Issuer.
4.4 Purchase of Section 6.1 Timber Notes. Pacific Lumber agrees
to purchase Section 6.1 Notes from the Issuer to the extent required by
Section 5.3(c)(x) of the Indenture.
V
COMPENSATION
5.1 Compensation for Services.
(a) As compensation for the Services provided by the
Services Provider pursuant to this Agreement, the Issuer shall (i) pay to
the Services Provider on each Monthly Deposit Date during the term of this
Agreement, a fee, in cash (the "Services Fees"), in an amount equal to
$1,284,000 per year, payable in 12 equal installments, which amount shall
be adjusted for each 12 month period, commencing with the 12 month period
beginning January 1, 1999 (each, an "Adjustment Period"), by multiplying
such amount by a fraction, the numerator of which shall be the then most
recent Producer Price Index (Lumber and Wood Products Commodity Groups)
(Standard Industrial Classification No. 2400), as published by the United
States Department of Labor, Bureau of Labor Statistics (the "PPI Index"),
in effect with respect to the first day of such Adjustment Period, and the
denominator of which shall be the PPI Index in effect with respect to
January 1, 1998 and (ii) reimburse the Services Provider on each Monthly
Deposit Date during the term of this Agreement (the "Reimbursable
Amounts"), in cash (the "Reimbursable Amounts") for the cost incurred by
the Services Provider in connection with constructing, rehabilitating and
maintaining roads, and performing reforestation services on, the Company
Timber Property in respect of Monthly Periods prior to such Monthly Deposit
Date, in each case as determined in accordance with generally accepted
accounting principles.
(b) The parties hereto acknowledge and agree that the
Services Provider's right to be compensated pursuant to this Agreement
shall be limited to its right to receive the Services Fees and the
Reimbursable Amounts and that the Services Provider shall not be entitled
to any further payment pursuant to this Agreement, whether by way of
reimbursement of its expenses in performing the Services or otherwise. If
this New Services Agreement is terminated and any accrued compensation
through the date of such termination shall remain unpaid, the Services
Provider shall be entitled to receive such accrued and unpaid compensation.
VI
INDEMNIFICATION
6.1 Indemnity by the Services Provider. The Services Provider
shall be liable for, and shall indemnify, protect, defend and hold harmless
the Issuer, the Trustee and the Collateral Agent, their respective
subsidiary and affiliate companies and their respective agents, employees,
managers, directors, partners, officers, servants and representatives
against, any and all claims, demands, causes of action, expenses or
liabilities (including reasonable attorneys' fees and disbursements) of
every kind and character (whether known or unknown, fixed or contingent,
liquidated or unliquidated, secured or unsecured, xxxxxx or inchoate,
accrued, absolute or otherwise), suffered or sustained, arising from (i)
the breach by the Services Provider of any of its representations,
warranties, covenants and agreements set forth in this Agreement, (ii)
actions or omissions of the Services Provider in connection with its
obligations hereunder, (iii) any claim, demand or cause of action asserted
against the Services Provider as of the date of this Agreement and (iv)
failure of the Services Provider to have complied with the terms and
conditions of approved Timber Harvesting Plans in connection with timber
harvested from the Company Timber Property or any other Timber Laws
applicable to such operations, as then in effect. The Issuer shall notify
the Services Provider promptly of any claim for which it may seek
indemnity. The Services Provider shall have the right to defend the claim,
and the Issuer shall cooperate in the defense. If the Services Provider
does not defend such claim, the Issuer may have separate counsel and the
Services Provider shall pay the reasonable fees and expenses of such
counsel. The Services Provider shall have no obligation to pay for any
settlement of any such claim made without its consent.
VII
MISCELLANEOUS
7.1 Term. This Agreement shall become effective upon the date
first noted above and shall continue in effect until all amounts payable
under the Timber Notes (including any Additional Timber Notes), the
Indenture and the Deed of Trust shall have been paid in full.
7.2 Termination.
(a) The Services Provider may terminate this Agreement if
the Issuer shall have failed to pay any amount payable to the Services
Provider pursuant to Section 5.1(a) hereof and such failure shall be
continuing for more than ninety (90) days after notice thereof from Pacific
Lumber; provided that no such termination shall become effective until a
successor to the Services Provider has agreed by written instrument to
perform the Services provided by the Services Provider under this
Agreement.
(b) The Issuer or the Trustee, in each case to the extent
provided in Section 4.20(a) of the Indenture, shall have the right to
terminate this Agreement and replace Pacific Lumber as the Services
Provider if an Operating Default has occurred and is continuing; provided,
however, that termination of this Agreement shall not become effective, and
Pacific Lumber shall not be relieved of its obligations as the Services
Provider hereunder and shall continue (so long as the Services Provider
continues to perform the Services contemplated by this Agreement with the
same standard of care and diligence as were observed during the term of
this Agreement before such Operating Default) to be entitled to receive
compensation for its services hereunder, unless and until a new Services
Provider has been obtained by the Issuer, and such successor Services
Provider has agreed by written instrument to perform the Services provided
by the Services Provider under this Agreement. The Issuer or the Trustee
may also terminate this Agreement upon the giving of any notice of
acceleration under Section 7.2(b) of the Indenture. The Services Provider
shall promptly notify the Issuer and the Trustee in writing of any
Operating Default.
(c) In the event that this Agreement is terminated as
provided in Sections 7.2(a) or 7.2(b) hereof, the Issuer shall in good
faith solicit bids for a new Services Provider from at least three parties
that are engaged in the forestry industry and have sufficient capability to
provide the Services. In conducting its solicitation, the Issuer shall
endeavor to obtain a Services Provider willing to provide the Services for
compensation not in excess of the Services Fee and Reimbursable Amounts
payable hereunder to the Services Provider and otherwise on substantially
the same terms hereof. The selection of a new Services Provider shall be
based upon, among other factors, the capacity of the bidding parties to
provide the Services, the quality of services the bidding parties can
provide and the amount of compensation sought by such bidding parties. Any
replacement Services Provider or Services Providers shall require Rating
Agency Confirmation.
(d) The outgoing Services Provider shall fully cooperate in
good faith in any transition to a new Services Provider, including, without
limitation, producing all relevant books, records and documentation,
participating in meetings and discussions, responding to questions of the
successor Services Provider and the Trustee, and assisting in obtaining any
necessary Rating Agency Confirmation; provided, however, that the
obligations of the outgoing Services Provider pursuant to this Section
7.2(d) shall be limited to six months from the date of termination if this
Agreement was terminated by the Services Provider pursuant to Section
7.2(a).
(e) Any successor Services Provider may contract with one
or more sub-Services Providers, provided that (i) if such subcontractors,
individually or in the aggregate, are to provide all or substantially all
of the Services hereunder, such successor Services Provider shall provide
an Officer's Certificate to the Trustee to the effect that such successor
Services Provider reasonably believes that each subcontractor is qualified
to perform its obligations under such subcontract and (ii) in any event,
such subcontracting shall not relieve the successor Services Provider from
any of its obligations hereunder.
(f) Any material amendment to this Agreement required in
connection with the appointing of a successor Services Provider shall
require Rating Agency Confirmation.
(g) The provisions of Sections 4.1, 4.3 and 6.1 shall
survive any expiration or termination of this Agreement; provided, however,
that Section 6.1 shall survive only with respect to matters occurring prior
to such expiration or termination.
7.3 Amendments.
(a) This Agreement may be amended by an agreement in
writing signed by the Services Provider and the Issuer in accordance with
Section 4.12 of the Indenture.
(b) Promptly following the execution of any amendment to
this Agreement, the Issuer will furnish to the Trustee and each Rating
Agency a true, correct and complete copy of such amendment.
7.4 Indenture. The Issuer agrees that while this Agreement is
in effect it shall not, without the written consent of the Services
Provider, amend, or consent to any amendment of, the Indenture that would
(a) in any way change the priority of payment of the Services Fees and the
Reimbursable Amounts from the Collection Account or the Expense Reserve or
(b) otherwise subordinate the payment of the Services Fees or the
Reimbursable Amounts hereunder to the payment of other amounts from the
Collection Account or the Expense Reserve pursuant to the Indenture.
7.5 Notices. All notices and other communications required or
permitted hereunder shall be in writing and, unless otherwise provided in
this Agreement, shall be deemed to have been duly given when delivered in
person or by mail or when dispatched by telegram or electronic facsimile
transfer (confirmed in writing by mail simultaneously dispatched) to the
addressee at the address specified below:
If to the Services Provider:
The Pacific Lumber Company
X.X. Xxx 00
Xxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
Attention: Vice President,
Finance and
Administration
If to the Issuer:
Scotia Pacific Company LLC
X.X. Xxx 000
Xxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
Attention: Vice President,
Finance and
Administration
If to any Rating Agency:
Standard & Poor's, a division of
The McGraw Hill Company
00 Xxxxxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Fax: (000) 000-0000
Attention: Asset-Backed Surveillance
Group
Xxxxx'x Investors Service, Inc.
00 Xxxxxx Xxxxxx - 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: ABS Monitoring Department
or such other address as either party may from time to time designate by
like notice.
7.6 Limitations on Assignment. Subject to the provisions of
this Agreement, neither the Services Provider nor the Issuer shall assign
or transfer any of its rights or obligations under this Agreement without
the prior written consent of the other (except for the lien of the Deed of
Trust and any transfer of the rights and obligations of the Issuer
hereunder by virtue of the exercise of remedies provided for in the Deed of
Trust); provided that, subject to the provisions of this Agreement, the
Services Provider shall not transfer any of its obligations under this
Agreement unless (i) no Default or Event of Default shall have occurred and
be continuing and (ii) either (A) the prior written consent of the Majority
Holders and Rating Agency Confirmation shall have been obtained or (B) the
prior written consent of the Supermajority Holders (after prior notice of
the Rating Agency Evaluation) and Rating Agency Evaluation shall have been
obtained. Notwithstanding the foregoing, (x) nothing herein shall prohibit
the Services Provider from hiring any subcontractors or agents; provided
that such hiring shall not relieve the Services Provider of any of its
obligations hereunder and (y) nothing herein shall prohibit any assignment
occurring as a result of a transaction permitted by Section 4.2.
7.7 Effect of Provisions of the Indenture and the Deed of Trust.
Notwithstanding any provision of the Indenture or the Deed of Trust
requiring the Issuer to pay an expense or perform an obligation, the
Services Provider shall not be relieved from any of its obligations under
this Agreement to pay expenses or perform obligations as expressly provided
in this Agreement.
7.8 Governing Law. This Agreement shall be governed by the
internal laws of the State of California without regard to principles of
conflicts of laws.
7.9 Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed an original
but all of which together shall constitute one and the same instrument.
7.10 Entire Agreement. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof.
7.11 Headings. The section headings of this Agreement are only
for the purpose of reference and shall not affect the meaning hereof.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this New
Services Agreement as of the date first above written.
SERVICES PROVIDER:
THE PACIFIC LUMBER COMPANY
By: /S/ XXXX X. XXXXXXXX
Name: Xxxx X. Xxxxxxxx
Title: President
ISSUER:
SCOTIA PACIFIC COMPANY LLC
By: /S/ XXXX X. XXXXX
Name: Xxxx X. Xxxxx
Title: Vice President-Finance
and Administration
SCHEDULE 1
Services
The Services Provider shall perform the following Services
consistent with the standards in Section 2.3 of the Agreement.
1. Provide necessary supervisory and oversight services to the
Issuer in connection with the operation and maintenance of the
Company Timber Property.
2. Furnish all equipment, personnel and expertise not within the
possession of the Issuer and reasonably necessary for the
operation and maintenance of the Company Timber Property and the
provision of the Services.
3. Operate the Company Timber Property as commercial timberlands,
having due regard to soil conditions, stand arrangements and
other factors relevant to the conduct of silvicultural and
harvesting practices, including:
(a) Fire Protection. Taking measures to protect the Timber and
the Company Timber Property from loss by fire, which
measures shall be equal in all material respects to
fire-control practices generally followed on timber-
producing property of the same nature in the same general
area, including the adoption of prevention and control
measures, the maintenance of fire-fighting equipment,
disposal of slash and slabs, and cooperation with local,
state and federal agencies on matters of fire prevention and
control. The Services Provider shall continue to observe
all arrangements, agreements and other understandings with
respect to fire prevention from time to time in effect with the California
Department of Forestry.
(b) Maintenance, Rehabilitation and Construction of Roads.
Maintaining and rehabilitating the existing road system and
any newly constructed roads on the Company Timber Property
and constructing new roads to permit the harvesting of
timber as contemplated by the Operative Documents and access
of mobile fire-fighting equipment to the Company Timber
Property.
(c) Reforestation. Taking measures to replant and otherwise
regenerate commercial timber stands on the Company Timber
Property.
(d) Salvage. Salvaging and harvesting trees which are dead,
diseased, fallen or otherwise damaged by casualty.
(e) Environmental. Providing measures to comply with federal,
state or local Environmental Laws, and continuing measures
to effect compliance with such laws, including, without
limitation, measures with respect to waterways, habitat,
hatcheries, endangered species and the like.
4. Provide necessary personnel and technical assistance to the
Issuer to enable the Issuer to manage the harvesting of timber in
a manner reasonably calculated to produce growth, consistent with
the production of the quality and quantity of the Issuer's
current merchantable timber.
5. Provide advice to, be available for consultation with, and
provide required assistance to, the Issuer in respect of all
matters relating to the preparation, filing and prosecution of
Timber Harvesting Plans, sustained yield plans, habitat
conservation plans or similar plans and permits by the Issuer, as
required by the Indenture (it being understood that the filing of
such Timber Harvesting Plans, sustained yield plans, habitat
conservation plans or similar plans and permits shall be the
responsibility of the Issuer), and matters relating to compliance
with all federal, state and local laws, rules and regulations
relating to or incorporated therein, including laws relating to
streams, waterways, wildlife habitat and endangered species.
6. Provide advice to and be available for consultation with the
Issuer in respect of federal, state or local legislative matters
affecting or relating to the Company Timber Property or the operation,
management or harvesting thereof.
7. Provide advice to and be available for consultation with the
Issuer in respect of the entering into by the Issuer of any
Purchase Agreement (other than the Master Purchase Agreement),
consistent with the terms of the Indenture.
8. Prepare and file on behalf of the Issuer, all pleadings and
motions, and otherwise diligently pursue, appeals of any denial
of any Timber Harvesting Plan, sustained yield plan, habitat
conservation plan or similar plan or permit and related matters,
and defense of any legal challenge to any approval of any Timber
Harvesting Plan, sustained yield plan, habitat conservation plan
or similar plan or permit and related matters. All such
pleadings, motions and related documents shall be executed by a
duly authorized officer of the Issuer in the Issuer's own name.
9. Provide necessary personnel and technical assistance to the
Issuer to enable the Issuer to monitor compliance with each
Timber Harvesting Plan, sustained yield plan, habitat
conservation plan or similar plan or permit and to obtain all
certificates of completion or similar certifications from the
requisite Governmental Authority.
10. Provide necessary personnel and technical assistance to the
Issuer to enable the Issuer to prepare and file any development
or strategic plan required by any Governmental Authority to be
prepared in respect of the Company Timber Property.
11. Provide necessary personnel and technical assistance to the
Issuer to permit the Issuer to update, upgrade or improve Data
Processing Information as required or permitted by the Indenture,
and to provide estimates of Mbfe in respect of the Company Timber
Property as required by the Indenture. Provide information in
its possession to the Issuer relating to updating the Issuer's
geographical information system.
12. Assist the Issuer in preparing reports required pursuant to the
terms of the Indenture.
13. Provide the Issuer with access to such of its data processing
equipment and information as necessary in order for the Issuer to
store, collect and gather information necessary to the conduct of
its business.
14. Provide advice to and be available for consultation with the
Issuer in respect of any updates, upgrades or improvements to, or
replacement of, the Data Processing Equipment.
15. Provide advice to and be available for consultation with the
Issuer in respect of any governmental or regulatory filings or
reports required by the Issuer (other than as specifically
addressed elsewhere in this Schedule 1).
16. Provide necessary personnel and technical assistance to assist
the Issuer's efforts to maintain in force and effect each permit,
license, franchise, right of way, license or easement necessary
to the harvesting, cutting, severing, sale, marketing or
disposition of the Company Timber (other than as specifically
addressed elsewhere in this Schedule 1).
17. Maintain membership in professional, industry and trade
organizations, and maintain relationships with other industry
participants, community groups, environmental groups and
regulators.
18. Provide to or otherwise procure on behalf of the Issuer all
legal, accounting or other similar professional services
necessary or appropriate in connection with the operation of the
Company Timber Property as contemplated by the Operative
Documents.
19. Provide such other similar services as may be necessary or
appropriate to enable the Issuer to continue the management and
operations of the Company Timber Property in accordance with
prudent business practices.
20. In the event that Pacific Lumber and/or the Company continue or
expand any existing Takings Litigation or commence other Takings
Litigation, prepare and file on behalf of the Company all
pleadings and motions and otherwise diligently pursue appeals in
respect of any matter relating to the Takings Litigation or any
such similar actions.
