SECOND AMENDMENT TO ESCROW AGREEMENT
This Second Amendment to the Escrow Agreement (this "Amendment") is
made and entered into as of this 6th day of October, 1999, between The Pacific
Lumber Company ("PL"), Salmon Creek Corporation ("Salmon Creek") and Citibank,
N.A., as Escrow Agent (the "Escrow Agent", and, together with PL and Salmon
Creek, the "Parties").
WITNESSETH
WHEREAS, the Parties are all of the parties to that certain Escrow
Agreement dated as of March 1, 1999, as amended (the "Escrow Agreement"); and
WHEREAS, the Parties now desire to amend the Escrow Agreement so as to
provide for payment by the Escrow Agent of the fees and expenses of the
Investment Managers, as such terms are defined in the Escrow Agreement; and
WHEREAS, the Parties have agreed to amend the Escrow Agreement to
reflect such intent.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Amendment. The Escrow Agreement shall be amended as follows:
(a) Section 5(l) of the Escrow Agreement shall be
amended to read as follows:
5(l) The Escrow Agent shall be paid by Salmon Creek the fee to
be set forth on Schedule B hereto. All fees shall be paid in
United States currency and payable in the United States at the
office of the Escrow Agent. It is understood that the Escrow
Agent's fees may be adjusted from time to time to conform with
its then current guidelines. Notwithstanding anything
contained in this Agreement to the contrary, the Escrow Agent
shall, at the written direction of Salmon Creek and otherwise
in accordance with Section 2(a) hereof, pay the fees and
expenses of each of the Investment Managers, each such payment
to be from the Escrowed Funds to the relevant Investment
Manager in such amount as Salmon Creek may from time to time
direct in writing and as otherwise available from the Escrowed
Funds.
2. Miscellaneous.
(a) On and after the date this Amendment is executed by the
parties hereto each reference in the Escrow Agreement to "this Agreement",
"hereunder", "hereof" or words of like import, and each reference to the Escrow
Agreement by the words "thereunder", "thereof" or words of like import in any
document executed in connection with the Escrow Agreement, shall mean and be a
reference to the Escrow Agreement, as amended or otherwise modified by this
Amendment. The Escrow Agreement (as amended or otherwise modified by this
Amendment) shall continue to be in full force and effect and is hereby ratified
and confirmed in all respects.
(b) This Amendment is governed by, and shall be construed in
accordance with, the laws of the State of New York, United States of America,
without giving effect to the principles thereof relating to conflicts of laws.
(c) This Amendment may be executed by the parties hereto in
several counterparts, each of which shall be deemed an original, but all of
which together shall constitute but one and the same agreement.
IN WITNESS WHEREOF, the Parties have executed this Amendment effective
as of the date first set forth above.
THE PACIFIC LUMBER COMPANY
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: President
SALMON CREEK CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
CITIBANK, N.A., as Escrow Agent
By: /s/ Xxxxx Xxxxxxxx XxXxxxxxx
Name: Xxxxx Xxxxxxxx XxXxxxxxx
Title: Vice President
ACKNOWLEDGED AND APPROVED:
SCOTIA PACIFIC COMPANY LLC
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President
