0001193125-11-026630 Sample Contracts

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 8th, 2011 • Potlatch Corp • Real estate investment trusts • New York

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of February 4, 2011 to the Credit Agreement referenced below is by and among (i) Potlatch Corporation, a Delaware corporation and a REIT (“Potlatch” or the “Company”), (ii) Potlatch Forest Holdings, Inc., a Delaware corporation (“Potlatch Forest”), (iii) Potlatch Land & Lumber, LLC, a Delaware limited liability company and a taxable REIT subsidiary of Potlatch (“Potlatch Land & Lumber”) (collectively, the “Borrowers”), (iv) certain Material Subsidiaries of the Borrowers from time to time party hereto as guarantors (the “Guarantors”), (v) each lender from time to time party hereto, and (vii) Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.

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