0001032210-02-001588 Sample Contracts

POTLATCH CORPORATION BENEFITS PROTECTION TRUST AGREEMENT As Amended and Restated Effective September 20, 2002
Benefits Protection Trust Agreement • November 13th, 2002 • Potlatch Corp • Paper mills • Minnesota

This amended and restated Trust Agreement, originally made as of the first day of January, 1990, by and between POTLATCH CORPORATION, a Delaware corporation (the “Company”) and U.S. Bank National Association (formerly First Trust National Association)(the “Trustee”), and amended and restated to read as follows effective September 20, 2002.

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CONSENT AND MODIFICATION
Consent and Modification • November 13th, 2002 • Potlatch Corp • Paper mills
FIFTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER
Credit Agreement and Waiver • November 13th, 2002 • Potlatch Corp • Paper mills • New York

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “Agreement”), dated as of September 9, 2002, is made by and among POTLATCH CORPORATION, a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, the several financial institutions party hereto, and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Agent”). Terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement described below.

CONSENT AND MODIFICATION
Consent and Modification • November 13th, 2002 • Potlatch Corp • Paper mills
CONSENT
Potlatch Corp • November 13th, 2002 • Paper mills
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