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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: November 19, 1999
SCOTIA PACIFIC COMPANY LLC
(Exact name of Registrant as Specified in its Charter)
Delaware
(State or other jurisdiction of incorporation)
333-63825
(Commission File Number)
68-0414690
(I.R.S. Employer Identification Number)
125 Main Street 95565
2nd Floor (Zip Code)
P. O. Box 712
Scotia, California
(Address of Principal Executive Offices)
95565
(Zip Code)
Registrant's telephone number, including area code: (707) 764-2330
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Item 5. Other Events
The Registrant (the "Company') is a wholly owned subsidiary of The Pacific
Lumber Company ("Pacific Lumber"). On March 1, 1999, the Company, Pacific Lumber
and Salmon Creek Corporation, another wholly owned subsidiary of Pacific Lumber
("Salmon Creek"), consummated the Headwaters Agreement with the United States.
Pursuant to the Headwaters Agreement, Salmon Creek received $299.9 million in
cash, $15 million of which was utilized to defray expenses in connection with
negotiation and consummation of the Headwaters Agreement and the balance of
which was placed into escrow (the "Escrowed Funds") to be used to support the
timber collateralized notes of the Company (the "Timber Notes").
Attached hereto as Exhibit 99.1 is a press release announcing that the
Escrowed Funds have been released and that $169 million has been placed in a
reserve account to support payments on the Timber Notes. Attached hereto as
Exhibit 99.2 is a letter to holders of Timber Notes setting forth additional
information regarding this reserve account, which is known as the Scheduled
Amortization Reserve Account. Attached hereto as Exhibit 99.3 is the Second
Supplemental Indenture to the Indenture governing the Timber Notes which, among
other things, establishes the Scheduled Amortization Reserve Account.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 19, 1999
SCOTIA PACIFIC COMPANY LLC
(Registrant)
By: /s/ Paul N. Schwartz
Paul N. Schwartz
Vice President
CONTACTS:
Investors: Ron Kurtz
713-267-3686
Media: John Campbell
707-764-2222
HEADWATERS FUNDS RELEASED FROM ESCROW
SCOTIA, California (November 19, 1999) -- The Pacific Lumber Company has
announced that the money it received from the government for the Headwaters
Forest has been released from escrow.
On March 1, 1999, when the Headwaters Agreement was signed, $285 million was
placed into an escrow account, which now totals $292.9 million. More than half
of that amount ($169 million) has been placed in a Scheduled Amortization
Reserve Account to support future principal payments on the Timber
Collateralized Notes of Scotia Pacific Company LLC, a wholly-owned subsidiary of
Pacific Lumber.
The Company believes that the decision to release the money from escrow and
establish a Scheduled Amortization Reserve Account is consistent with the goals
of the Headwaters Agreement, one of which was to provide for enhanced
predictability and security for The Pacific Lumber Company and its 1,300
employees.
(Note: An open letter to Scotia Pacific noteholders containing more detailed
information about the Scheduled Amortization Reserve Account follows this
announcement).
###
November 19, 1999
AN OPEN LETTER TO SCOTIA PACIFIC COMPANY LLC NOTEHOLDERS
The Pacific Lumber Company announced today that the Board of Managers of Scotia
Pacific Company LLC (Scotia Pacific) and the Boards of Directors of The Pacific
Lumber Company (Pacific Lumber) and Salmon Creek Corporation (Salmon Creek) have
released the escrowed monies received in connection with the Headwaters
Agreement.
Scotia Pacific and Salmon Creek are wholly owned subsidiaries of The Pacific
Lumber Company.
On March 1, 1999, Salmon Creek received $299.9 million in connection with the
Headwaters sale. Approximately $15 million of these proceeds were utilized to
cover certain transaction-related costs. The remaining $285 million was placed
into an escrow account which, after interest earnings and withdrawals in
connection with payments on the Scotia Pacific Timber Collateralized Notes
("Timber Notes"), totaled $292.9 million at the time of release.
In its decision to approve the Headwaters Agreement, the Board of Managers of
Scotia Pacific determined the funds placed in the escrow account should be
considered for release only under certain specified conditions. These conditions
included the receipt of an opinion from a nationally recognized investment
banking firm. Warburg Dillon Read LLC has delivered such an opinion in
connection with the actions being announced today.
Pacific Lumber has contributed $169 million of the released monies to Scotia
Pacific for the purpose of establishing a Scheduled Amortization Reserve Account
to support future principal payments on the Timber Notes. The Indenture
governing the Timber Notes has been amended to, among other things, establish
this Account. Amounts in that Account will be part of the collateral securing
the Timber Notes.
To the extent that amounts otherwise available to Scotia Pacific under the
Indenture are insufficient to pay Scheduled Amortization on the Class A-1 or
Class A-2 Timber Notes, or to amortize the Class A-3 Timber Notes during the six
years beginning January 20, 2014, as set forth in the Indenture Amendments,
amounts in the Scheduled Amortization Reserve Account will be used for that
purpose.
In determining the terms of the Scheduled Amortization Reserve, the Board of
Scotia Pacific considered, among other things, expected harvest levels, prices
and operating and capital expenditures of Scotia Pacific. The amount of the
Scheduled Amortization Reserve Account was established based upon assumptions
with respect to such factors at levels believed to be sufficient to provide
adequate funds to make the payments referred to above. In particular, the
harvest level associated with the establishment of the Scheduled Amortization
Reserve Account represents an approximate 30 percent decrease from Scotia
Pacific's base case harvest level of approximately 144 million board feet
equivalents (Mbfe), all other factors being equal.
Up to 50 percent of Remaining Funds (funds that could otherwise be released from
the Collection Account free of the lien of the deed of trust securing the Timber
Notes) is required to be used on each monthly deposit date to replenish the
Scheduled Amortization Reserve Account if it falls below the targeted balance
incorporated in the Indenture amendments. Funds may be released on a monthly
basis to Scotia Pacific from the Scheduled Amortization Reserve Account if the
amount in the Account exceeds the targeted balances.
In addition, the amendments to the Indenture generally provide that if Scotia
Pacific's harvest of timber during 18 consecutive calendar months equals or
exceeds a harvest level that is approximately 10 percent below Scotia Pacific's
base case harvest level, the inventory of timber covered by Scotia Pacific's
approved timber harvest plans equals or exceeds 100 million board feet, and no
advances are outstanding under Scotia Pacific's line of credit agreement (or
were outstanding as of the close of business on the previous note payment date),
the amount of the Scheduled Amortization Reserve Account will be reduced to an
amount that is consistent with a harvest level that is approximately 20 percent
below Scotia Pacific's base case harvest level, all other factors being equal.
A copy of the Supplemental Indenture that amends the Indenture will be filed
with the Securities and Exchange Commission today as an exhibit to a Scotia
Pacific Form 8-K. A copy of the Supplemental Indenture is also available from
the Company's Investor Relations Department by contacting (713) 267-3675.
SCOTIA PACIFIC COMPANY LLC
and
STATE STREET BANK AND TRUST COMPANY, as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of November 18, 1999
to
INDENTURE
Dated as of July 20, 1998
6.55% Class A-1 Timber Collateralized Notes
7.11% Class A-2 Timber Collateralized Notes
7.71% Class A-3 Timber Collateralized Notes
Due 2028
SECOND SUPPLEMENTAL INDENTURE, dated as of November 18, 1999, between
SCOTIA PACIFIC COMPANY LLC, a Delaware limited liability company (the "Issuer"),
and State Street Bank and Trust Company, a Massachusetts trust company, as
Trustee (the "Trustee").
WHEREAS, the Issuer and the Trustee executed an Indenture dated as of
July 20, 1998, as amended by First Supplemental Indenture dated as of July 16,
1999 (as so amended, the "Indenture"), in respect of the Issuer's 6.55% Class
A-1 Timber Collateralized Notes, 7.11% Class A-2 Timber Collateralized Notes and
7.71% Class A-3 Timber Collateralized Notes;
WHEREAS, for all purposes of this Second Supplemental Indenture,
except as otherwise defined or unless the context otherwise requires, terms used
in capitalized form in this Second Supplemental Indenture and defined in the
Indenture have the meanings specified in the Indenture;
WHEREAS, Section 10.1 of the Indenture permits the Issuer and the
Trustee to amend, supplement or otherwise amend or modify the Indenture as
hereinafter provided; and
WHEREAS, all conditions and requirements necessary to make this Second
Supplemental Indenture a valid, binding and legal instrument in accordance with
its terms have been performed and fulfilled and the execution and delivery
hereof have been in all respects duly authorized;
NOW, THEREFORE, in consideration of the above premises, each party
agrees, for the benefit of the other and for the equal and ratable benefit of
the holders of the Notes, as follows:
ARTICLE I
AMENDMENTS TO INDENTURE
The Indenture is hereby amended as follows:
1. Section 5.1(a) of the Indenture is hereby amended by inserting the
words ", the Scheduled Amortization Reserve Account" immediately following the
words "Indebtedness Reserve Account" in such section.
2. Section 5.2 of the Indenture is hereby amended by adding thereto a
new subsection (d) reading in its entirety as follows:
(d) On or prior to November 19, 1999, the Issuer shall deposit in the
Scheduled Amortization Reserve Account an amount (in cash and/or market value of
Eligible Investments) equal to at least $169,000,000.
3. Clause (i) of Section 5.3(b) of the Indenture is hereby amended by
(a) deleting the word "balance" in the first line thereof and substituting
therefor the word "balances" and (b) inserting the words "and the Scheduled
Amortization Reserve Account" immediately following the words "Collection
Account" in such clause.
4. Clause (ii) of Section 5.3(b) of the Indenture is hereby amended by
(a) inserting the words ", the Scheduled Amortization Reserve Account"
immediately following the words "Liquidity Account" in such clause and (b)
deleting the words "Items (i) through (x)" in each place that such words appear
in such clause and substituting therefor the words "Items (i) through (xi)" in
each such place.
5. Clause (x) of Section 5.3(c) of the Indenture is hereby amended to
read in its entirety as follows:
(x) all unreserved funds in the Collection Account as of such
Monthly Deposit Date, after giving effect to all deposits and
withdrawals pursuant to the preceding Items (i) through (ix),
inclusive, on such Monthly Deposit Date (collectively, "Excess
Funds"), shall, except as otherwise provided in Section 5.3(d) or
Section 5.3(e), be applied in the following order of priority:
First, to the payment of any unpaid Additional Liquidity
Provider Fees incurred during or prior to the Monthly Period to
which such Monthly Deposit Date relates and to the payment of any
accrued and unpaid Supplemental Liquidity Provider Interest as of
such Monthly Deposit Date;
Second, an amount equal to the excess, if any, of (1) the
Base Monthly Deposit Amount for such Monthly Deposit Date over
(2) the Targeted Monthly Deposit Amount for such Monthly Deposit
Date shall, to the extent of the balance in the Collection
Account not theretofore withdrawn, be withdrawn by the Collateral
Agent from the Collection Account and deposited in the Payment
Account; and
Third, all remaining unreserved funds in the Collection
Account, after giving effect to all deposits and withdrawals
pursuant to the preceding Items (i) through (ix), inclusive, and
clauses First and Second of this Item (x), on such Monthly
Deposit Date (collectively, the "Remaining Funds"), shall, first,
to the extent of the lesser of (1) 50% of the Remaining Funds and
(2) the amount, if any, necessary to cause the sum of (x) the
balance in the Scheduled Amortization Reserve Account and (y) the
amount, if any, then available under the Scheduled Amortization
Line of Credit Agreement to equal the Required Scheduled
Amortization Reserve Balance for such Monthly Deposit Date, be
withdrawn by the Collateral Agent from the Collection Account and
deposited in the Scheduled Amortization Reserve Account or (if
and to the extent that the Issuer has, in the Monthly Trustee
Certificate delivered with respect to such Monthly Deposit Date,
directed that all or a portion of the amount to be applied on
such Monthly Deposit Date pursuant to this subclause "first"
shall be paid to or as directed by the Issuer, free and clear of
the Lien of the Deed of Trust, and certified in such Monthly
Trustee Certificate that an amount equal to the amount so paid
will contemporaneously be paid as a payment of principal on
outstanding Scheduled Amortization Advances with the result that
the amount available under the Scheduled Amortization Line of
Credit Agreement will be increased by the amount of such payment
of principal) be paid to or as directed by the Issuer in the
Monthly Trustee Certificate delivered with respect to such
Monthly Deposit Date, free and clear of the Lien of the Deed of
Trust, and, second, be paid to or as directed by the Issuer in
the Monthly Trustee Certificate delivered with respect to such
Monthly Deposit Date, free and clear of the Lien of the Deed of
Trust.
6. Clause (iv) of Section 5.3(d) of the Indenture is hereby amended by
deleting the words "paid pursuant to clause 'first'" in each place that such
words appear in such clause and substituting therefor the words "paid or
withdrawn pursuant to clause 'First,' clause 'Second' or subclause 'first' of
clause 'Third'" in each such place.
7. Section 5.3(g) of the Indenture is hereby amended by deleting the
word "'first'" in each place such word appears in such section and substituting
therefor the word "'First'" in each such place.
8. Section 5.6 of the Indenture is hereby amended by adding a sentence
at the end thereof reading in its entirety as follows:
Amounts on deposit in the Scheduled Amortization Reserve Account shall, anything
in Section 4.10 to the contrary notwithstanding, be invested by the Collateral
Agent in such SAR Eligible Investments specified in writing (or by oral
instructions confirmed promptly in writing) by the Issuer that are consistent
with the Issuer's judgment as to the need to make withdrawals therefrom pursuant
to Section 5.7 or 5.12, as the case may be. Amounts earned on funds in the
Scheduled Amortization Reserve Account shall be deposited in the Scheduled
Amortization Reserve Account.
9. Section 5.7(b) of the Indenture is hereby amended by renumbering
clause (x) thereof as clause (xi) and inserting a new clause (x) reading in its
entirety as follows:
(x) if, after giving effect to all payments of principal on
such Note Payment Date pursuant to the preceding clauses (iv), (vi)
and (ix) of this Section 5.7(b), the aggregate unpaid principal amount
of the outstanding Timber Notes would exceed the Scheduled Principal
Amount for such Note Payment Date, to the Holders of the Timber Notes,
an amount equal to the amount of such excess, to prepay principal of
the Timber Notes; and
10. Section 5.7(c) of the Indenture is hereby amended to read in its
entirety as follows:
(c) If, after giving effect to all payments of principal on any Note
Payment Date pursuant to clauses (iv), (vi), (ix) and (x) of Section 5.7(b), the
aggregate unpaid principal amount of the outstanding Timber Notes would exceed
the Scheduled Principal Amount for such Note Payment Date, an amount equal to
the lesser of (1) the amount of such excess and (2) the amount on deposit in the
Scheduled Amortization Reserve Account (after giving effect to all deposits to
the Scheduled Amortization Reserve Account on such date pursuant to subclause
"first" of clause "Third" of Section 5.3(c)(x) or Section 13.2) shall be
withdrawn by the Collateral Agent from the Scheduled Amortization Reserve
Account and applied to prepay principal of the Timber Notes. Principal payments
payable pursuant to clauses (vi), (ix) and (x) of Section 5.7(b) and the first
sentence of this Section 5.7(c) shall be paid, first, to the holders of the
Class A-1 Timber Notes until the Class A-1 Timber Notes have been paid in full,
second, to the holders of the Class A-2 Timber Notes until the Class A-2 Timber
Notes have been paid in full and, third, to the holders of the Class A-3 Timber
Notes.
11. The first sentence of Section 5.7(d) of the Indenture is hereby
amended by (a) deleting the word "or" immediately following "(viii)" in such
sentence and substituting a comma therefor, (b) inserting the words "or (x)"
immediately following "(ix)" in such sentence, (c) inserting the words "or the
first sentence of Section 5.7(c)" immediately following the words "Section
5.7(b)" in such sentence and (d) inserting the words "or sentence" immediately
following the words "any such clause "in such sentence.
12. Section 5.7(e) of the Indenture is hereby amended by (a) deleting
the word "and" following clause (v) thereof, (b) deleting "(x)" in clause (vi)
thereof and substituting "(xi)" therefor, (c) deleting the period at the end of
clause (vi) thereof and substituting a semicolon therefor and (d) adding thereto
new clauses (vii) and (viii) reading in their entirety as follows:
(vii) the estimated balance in the Scheduled Amortization
Reserve Account on a pro forma basis as of such Note Payment Date
(after giving effect to any deposits on such date from the Collection
Account or pursuant to Section 13.2 and any releases from the
Scheduled Amortization Reserve Account on such date pursuant to
Section 5.12) ; and
(viii) the amount, if any, to be distributed from the
Scheduled Amortization Reserve Account pursuant to the first sentence
of Section 5.7(c).
13. Section 5.9 of the Indenture is hereby amended to read in its
entirety as follows:
5.9 Release of Liquidity Account. On any Note Payment Date on which
the amounts on deposit in the Liquidity Account, the Scheduled Amortization
Reserve Account and the Payment Account (after giving effect to transfers
pursuant to Section 5.3(c)) equal or exceed all outstanding principal of,
premium, if any, and interest on the Timber Notes and any Additional Timber
Notes (including all Prepayment Premiums which would be payable on the Timber
Notes and any Additional Timber Notes assuming the Timber Notes and any
Additional Timber Notes were paid in full on such date) plus all outstanding
principal and interest then owing to the Liquidity Providers, the Issuer may
instruct the Collateral Agent to release from the Liquidity Account and the
Scheduled Amortization Reserve Account and transfer to the Payment Account for
distribution pursuant to Section 5.7(b) any amounts on deposit in the Liquidity
Account and the Scheduled Amortization Reserve Account; provided that such
release results in all outstanding principal of, Premium, if any, and interest
on the Timber Notes and any Additional Timber Notes plus all outstanding
principal and interest then owing to the Liquidity Providers being paid on such
Note Payment Date.
14. Article 5 of the Indenture is hereby amended by adding thereto a
new Section 5.12 reading its entirety as follows:
5.12 Certain Releases from Scheduled Amortization Reserve Account. The
Issuer may, on any Monthly Deposit Date, cause the Collateral Agent to withdraw
from the Scheduled Amortization Reserve Account and pay to the Issuer, free and
clear of the Lien of the Deed of Trust, an amount of funds from the Scheduled
Amortization Reserve Account equal to the lesser of (i) the balance in the
Scheduled Amortization Reserve Account (after giving effect to any deposits to
the Scheduled Amortization Reserve Account on such date pursuant to subclause
"first" of clause "Third" of Section 5.3(c)(x) or Section 13.2 and to any
withdrawal from the Scheduled Amortization Reserve Account on such date pursuant
to Section 5.7(c)) and (ii) the excess, if any, of (x) the sum of (I) the
balance in the Scheduled Amortization Reserve Account (after giving effect to
any deposits to the Scheduled Amortization Reserve Account on such date pursuant
to subclause "first" of clause "Third" of Section 5.3(c)(x) or Section 13.2 and
to any withdrawal from the Scheduled Amortization Reserve Account on such date
pursuant to Section 5.7(c)) and (II) the amount, if any, then available under
the Scheduled Amortization Line of Credit Agreement over (y) the Required
Scheduled Amortization Reserve Balance for such Monthly Deposit Date (so long as
the Timber Notes shall not have been accelerated pursuant to Section 7.2(a)).
Notwithstanding the foregoing provisions of this Section 5.12, (1) no release
from the Scheduled Amortization Reserve Account may be effected pursuant to this
Section 5.12 at any time when (x) the Timber Notes have been accelerated
pursuant to Section 7.2(b), (y) such acceleration has not been rescinded
pursuant to Section 7.2(c) and (z) there shall be in effect a written notice
delivered by the Trustee to the Issuer, or by the Holders of a majority of
outstanding principal amount of the Timber Notes and any Additional Timber Notes
to the Issuer and the Trustee, stating that releases from the Scheduled
Amortization Reserve Account pursuant to this Section 5.12 are prohibited, (2)
if, at the time of any proposed release from the Scheduled Amortization Reserve
Account pursuant to this Section 5.12, (i) there has not been a Termination
Advance under a Line of Credit Agreement or there has been a Termination Advance
under a Line of Credit Agreement that has been replaced in accordance with the
terms of Section 11.4 and (ii) there are any outstanding Advances under the Line
of Credit Agreement, the funds to be released from the Scheduled Amortization
Reserve Account pursuant to this Section 5.12 shall be applied by the Issuer,
upon such release, to the payment in full of accrued and unpaid interest on, and
the principal of, such Advances before the Issuer uses the funds so released for
any other purpose and (3) if, at the time of any proposed release from the
Scheduled Amortization Reserve Account pursuant to this Section 5.12, (i) there
has been a Termination Advance under a Line of Credit Agreement that has not
been replaced in accordance with the terms of Section 11.4 and (ii) all accrued
and unpaid interest as of the immediately preceding Note Payment Date (or, if
such Monthly Deposit Date is a Note Payment Date, as of such Note Payment Date)
on all outstanding Advances under the Line of Credit Agreement has not been paid
in full and/or the Line of Credit Amortization Amount, if any, due as of the
immediately preceding Note Payment Date (or, if such Monthly Deposit Date is a
Note Payment Date, as of such Note Payment Date) has not been paid in full, the
funds to be released from the Scheduled Amortization Reserve Account pursuant to
this Section 5.12 shall be applied by the Issuer, upon such release, to the
payment in full of such accrued and unpaid interest and/or such Line of Credit
Amortization Amount before the Issuer uses the funds so released for any other
purpose. The Trustee need not monitor or confirm the Issuer's application of
funds in accordance with the preceding sentence.
15. Clause (ii) of Section 6.1(b) of the Indenture is hereby amended
by (a) inserting "(1)" immediately preceding the words "that (x)" in such clause
and (b) inserting the following immediately preceding the semi colon at the end
of such clause:
or (2) that (q) the non-cash portion of such consideration consists of
one or more promissory note(s) or other instruments representing the
deferred portion of such sales price and (r) such promissory notes or
other instruments shall, simultaneously with the acquisition thereof
by the Issuer, be sold by the Issuer for consideration consisting
solely of cash in an amount not less than the principal amount of such
promissory note(s) or other instruments and (s) the cash received by
the Issuer upon such sale of such promissory note(s) or other
instruments shall be deposited in the Collection Account concurrently
with the receipt thereof;
16. The Indenture is hereby amended by adding thereto a new Article
13, reading in its entirety as follows:
ARTICLE 13
SCHEDULED AMORTIZATION LINE OF CREDIT
13.1 Scheduled Amortization Line of Credit Agreement. A Scheduled
Amortization Line of Credit Agreement may be provided in lieu of all or a
portion of the Scheduled Amortization Reserve Account. Upon the provision of a
Scheduled Amortization Line of Credit Agreement (other than a replacement
Scheduled Amortization Line of Credit Agreement referred to in Section 13.4) and
delivery by the Issuer to the Trustee and the Collateral Agent of an Officer's
Certificate stating that such Scheduled Amortization Line of Credit Agreement (a
copy of which shall be attached to such Officer's Certificate) has been provided
and an opinion of counsel reasonably satisfactory to the Trustee as to the
enforceability of the Scheduled Amortization Line of Credit Agreement and such
other matters as the Trustee may reasonably request, the Collateral Agent shall
withdraw from the Scheduled Amortization Reserve Account and pay to the Issuer,
free and clear of the Lien of the Deed of Trust, an amount equal to the lesser
of (x) the balance of funds in the Scheduled Amortization Reserve Account (if
any) and (y) the aggregate amount of the Scheduled Amortization Commitments
under such Scheduled Amortization Line of Credit Agreement as set forth in such
Officer's Certificate. Notwithstanding the foregoing provisions of this Section
13.1, (q) no releases from the Scheduled Amortization Reserve Account shall be
effected pursuant to this Section 13.1 if (1) the Timber Notes shall have been
accelerated pursuant to Section 7.2(a) or (2) (i) the Timber Notes have been
accelerated pursuant to Section 7.2(b), (ii) such acceleration has not been
rescinded pursuant to Section 7.2(c) and (iii) there shall be in effect a
written notice delivered by the Trustee to the Issuer, or by the Holders of a
majority of outstanding principal amount of the Timber Notes and any Additional
Timber Notes to the Issuer and the Trustee, stating that releases from the
Scheduled Amortization Reserve Account pursuant to this Section 13.1 are
prohibited, (r) if, at the time of any proposed release from the Scheduled
Amortization Reserve Account pursuant to this Section 13.1, (i) there has not
been a Termination Advance under a Line of Credit Agreement or there has been a
Termination Advance under a Line of Credit Agreement that has been replaced in
accordance with the terms of Section 11.4 and (ii) there are any outstanding
Advances under the Line of Credit Agreement, the funds to be released from the
Scheduled Amortization Reserve Account pursuant to this Section 13.1 shall be
applied by the Issuer, upon such release, to the payment in full of accrued and
unpaid interest on, and the principal of, such Advances before the Issuer uses
the funds so released for any other purpose and (s) if, at the time of any
proposed release from the Scheduled Amortization Reserve Account pursuant to
this Section 13.1, (i) there has been a Termination Advance under a Line of
Credit Agreement that has not been replaced in accordance with the terms of
Section 11.4 and (ii) all accrued and unpaid interest as of the immediately
preceding Note Payment Date (or, if the date of such release is a Note Payment
Date, as of such Note Payment Date) on all outstanding Advances under the Line
of Credit Agreement has not been paid in full and/or the Line of Credit
Amortization Amount, if any, due as of the immediately preceding Note Payment
Date (or, if the date of such release is a Note Payment Date, as of such Note
Payment Date) has not been paid in full, the funds to be released from the
Scheduled Amortization Reserve Account pursuant to this Section 13.1 shall be
applied by the Issuer, upon such release, to the payment in full of such accrued
and unpaid interest and/or such Line of Credit Amortization Amount before the
Issuer uses the funds so released for any other purpose. The trustee need not
monitor or confirm the Issuer's application of funds in accordance with the
preceding sentence.
13.2 Scheduled Amortization Line of Credit Advances.
(a) Scheduled Amortization Advances. In the event that any Note
Payment Trustee Certificate delivered to the Trustee indicates that, on the Note
Payment Date to which such Note Payment Trustee Certificate relates, there will
be insufficient funds available in the Payment Account and the Scheduled
Amortization Reserve Account (the amount of such insufficiency being referred to
as a "Scheduled Amortization Deficiency") to make such principal payments, if
any, on the Timber Notes on such Note Payment Date as would be necessary to
cause the aggregate unpaid principal amount of the outstanding Timber Notes not
to exceed the Scheduled Principal Amount for such Note Payment Date, the Issuer
shall, on or prior to the date of delivery of such Note Payment Trustee
Certificate, if there is then an amount available under the Scheduled
Amortization Line of Credit Agreement, deliver a notice of borrowing under the
Scheduled Amortization Line of Credit Agreement (and deliver a copy thereof to
the Trustee) for a Scheduled Amortization Line of Credit Advance (any Scheduled
Amortization Line of Credit Advance pursuant to a notice of borrowing given
pursuant to this Section 13.2(a), a "Scheduled Amortization Advance") to be made
under the Scheduled Amortization Line of Credit Agreement prior to 1:00 p.m. New
York City time on such Note Payment Date in an amount (the "Scheduled
Amortization Deficiency Amount") equal to the lesser of (i) the amount then
available under the Scheduled Amortization Line of Credit Agreement and (ii) the
amount indicated on such Note Payment Trustee Certificate which, when added to
the funds expected to be in the Payment Account and available for payment of
principal on the Timber Notes, and the other funds expected to be in the
Scheduled Amortization Reserve Account, on such Note Payment Date, will be
sufficient to permit the making of such principal payments, if any, on the
Timber Notes on such Note Payment Date, from funds available therefor under
Sections 5.7(b) and 5.7(c) of the Indenture, as would be necessary to cause the
aggregate unpaid principal amount of the outstanding Timber Notes not to exceed
the Scheduled Principal Amount for such Note Payment Date. If the Note Payment
Trustee Certificate indicates that a Scheduled Amortization Deficiency exists,
such Note Payment Trustee Certificate is not accompanied by a copy of a notice
of borrowing under the Scheduled Amortization Line of Credit Agreement in the
Scheduled Amortization Deficiency Amount and there is then an amount available
under the Scheduled Amortization Line of Credit Agreement, the Trustee shall
promptly deliver a notice of borrowing under the Scheduled Amortization Line of
Credit Agreement (and deliver a copy thereof to the Issuer) for a Scheduled
Amortization Advance in the Scheduled Amortization Deficiency Amount (or any
portion thereof not reflected in a notice of borrowing delivered by the Issuer
as aforesaid) to be made under the Scheduled Amortization Line of Credit
Agreement prior to 1:00 p.m. New York City time on such Note Payment Date.
In the event that, as of 1:00 p.m. New York City time on any Note
Payment Date, there exists a Scheduled Amortization Deficiency, the Trustee
shall (I) pay the principal on the Timber Notes on the Note Payment Date to the
extent of the funds available therefor in the Payment Account and the Scheduled
Amortization Reserve Account and (II) if there is then an amount available under
the Scheduled Amortization Line of Credit Agreement, deliver a notice of
borrowing under the Scheduled Amortization Line of Credit Agreement (and deliver
a copy thereof to the Issuer) for a Scheduled Amortization Advance to be made
under the Scheduled Amortization Line of Credit Agreement on the next Business
Day or as soon as practicable thereafter in an amount equal to the lesser of (i)
the amount then available under the Scheduled Amortization Line of Credit
Agreement and (ii) the amount which, when added to the other funds available
therefor in the Payment Account and the Scheduled Amortization Reserve Account
on such Note Payment Date, will be sufficient to permit the payment, from funds
available therefor under Sections 5.7(b) and 5.7(c) of the Indenture, of such
principal, if any, on the Timber Notes as would be necessary to cause the
aggregate unpaid principal amount of the outstanding Timber Notes not to exceed
the Scheduled Principal Amount for such Note Payment Date. If the Scheduled
Amortization Advance referred to in clause (II) above has been deposited into
the Scheduled Amortization Reserve Account at or before 1:00 p.m. New York City
time on any Business Day, then, at or before 2:00 p.m. New York City time on
such Business Day, or if such Scheduled Amortization Advance has been deposited
into the Scheduled Amortization Account after 1:00 p.m. New York City time on
any Business Day, at or before 2:00 p.m. New York City time on the following
Business Day, the Trustee shall utilize such Scheduled Amortization Advance to
make a supplemental principal payment pursuant to Section 5.7(c) in the amount
thereof to the Holders of the Timber Notes.
The proceeds of each Scheduled Amortization Advance shall be deposited
in the Scheduled Amortization Reserve Account.
(b) Scheduled Amortization Non-Renewal Advances. If the Scheduled
Amortization Line of Credit Agreement has a Scheduled Line of Credit Termination
Date prior to the date that is 15 days after the Final Maturity Date, then, no
earlier than the 120th day and no later than the 90th day prior to such
Scheduled Line of Credit Termination Date, the Issuer shall request that the
Scheduled Amortization Providers extend the Scheduled Line of Credit Termination
Date for a period not less than 364 days after the Scheduled Line of Credit
Termination Date (unless a Scheduled Amortization Line of Credit Acceleration
has theretofore occurred or a Scheduled Amortization Termination Advance has
theretofore been made under the Scheduled Amortization Line of Credit
Agreement). If the Trustee has not received a copy of such request from the
Issuer by the date that is 90 days prior to such Scheduled Line of Credit
Termination Date, the Trustee shall, on the first Business Day thereafter,
request that the Scheduled Amortization Providers extend the Scheduled Line of
Credit Termination Date for a period of 364 days after the Scheduled Line of
Credit Termination Date (unless a Scheduled Amortization Line of Credit
Acceleration has theretofore occurred or a Scheduled Amortization Termination
Advance has theretofore been made under the Scheduled Amortization Line of
Credit Agreement).
The Issuer shall give the Trustee prompt notice (a "Line of Credit
Extension Notice") of any extension of the then effective Scheduled Line of
Credit Termination Date, which shall be accompanied by a written statement of
the Scheduled Amortization Line of Credit Agent to such effect and shall specify
the date to which the Scheduled Line of Credit Termination Date has been
extended. If the Trustee has not received a Line of Credit Extension Notice on
or before the 11th day prior to the then effective Scheduled Line of Credit
Termination Date, the Trustee shall, on the following Business Day, deliver a
notice of borrowing under the Scheduled Amortization Line of Credit Agreement
(and deliver a copy thereof to the Issuer) for a Scheduled Amortization Line of
Credit Advance (a "Scheduled Amortization Non-Renewal Advance") in an amount
equal to the entire amount then available under the Scheduled Amortization Line
of Credit Agreement (unless the Issuer shall have earlier delivered such a
notice of borrowing and delivered a copy thereof to the Trustee or unless a
Scheduled Amortization Line of Credit Acceleration has theretofore occurred or a
Scheduled Amortization Termination Advance has theretofore been made under the
Scheduled Amortization Line of Credit Agreement). The proceeds of any Scheduled
Amortization Non- Renewal Advance shall be deposited in the Scheduled
Amortization Reserve Account.
(c) Scheduled Amortization Downgrade Advances. If any Scheduled
Amortization Provider shall cease to have the Required Scheduled Amortization
Provider Rating (a "Downgraded Scheduled Amortization Provider"), the Issuer
shall deliver written notice thereof to the Trustee promptly after it obtains
notice or knowledge of such fact. If, by the date that is 30 days after the
giving of such notice, the Trustee has not received written notice from the
Scheduled Amortization Providers or the Scheduled Amortization Line of Credit
Agent that the Commitment of the Downgraded Scheduled Amortization Provider
under the Scheduled Amortization Line of Credit Agreement has been assumed by
one or more Scheduled Amortization Providers having the Required Scheduled
Amortization Provider Rating, the Trustee shall, on the following Business Day,
deliver a notice of borrowing under the Scheduled Amortization Line of Credit
Agreement (and deliver a copy thereof to the Issuer) for a Scheduled
Amortization Line of Credit Advance (a "Scheduled Amortization Downgrade
Advance") in an amount equal to the entire amount then available under the
Scheduled Amortization Line of Credit Agreement (unless the Issuer or an
Affiliate of the Issuer shall have earlier delivered such a notice of borrowing
and delivered a copy thereof to the Trustee or unless a Scheduled Amortization
Line of Credit Acceleration has theretofore occurred or a Scheduled Amortization
Termination Advance has theretofore been made under the Scheduled Amortization
Line of Credit Agreement). The proceeds of any Scheduled Amortization Downgrade
Advance shall be deposited in the Scheduled Amortization Reserve Account.
(d) Interest Rate Option. If the applicable form of a notice of
borrowing delivered by the Trustee under this Section 13.2 permits the selection
of an interest rate option in respect of a Scheduled Amortization Line of Credit
Advance, the Trustee shall select such available interest rate option as has
been specified to the Trustee in advance in writing by the Issuer or, in the
absence of such specification, such available interest rate option as the
Trustee shall, in its sole discretion, determine to select.
13.3 Amendments to Scheduled Amortization Line of Credit Agreement.
The Issuer shall not consent to any amendment to the Scheduled Amortization Line
of Credit Agreement, unless (i) such amendment has been approved by a resolution
of the Board of Managers, including all Independent Managers and (ii) either (A)
such amendment is to (1) cure any ambiguity, omission, defect or inconsistency,
(2) add to the covenants of the other parties thereto for the benefit of the
Issuer, the Holders of the Timber Notes or the Trustee, (3) surrender any right
of the other parties thereto, (4) modify the obligations of the other parties
thereto among such other parties, (5) provide for the assignment to, and
assumption by, Scheduled Amortization Providers having the Required Scheduled
Amortization Provider Rating of the rights and obligations of one or more
Scheduled Amortization Providers, (6) extend the Scheduled Line of Credit
Termination Date of the Scheduled Amortization Line of Credit Agreement and/or
(7) modify the fees or the interest rates payable by the Issuer or any Affiliate
of the Issuer under the Scheduled Amortization Line of Credit Agreement;
provided that no such amendment may adversely affect in any material respect the
interests of the Holders of the Timber Notes (it being understood that no
amendment referred to in the preceding clauses (5), (6) and (7) shall be deemed
to have such adverse effect) or (B) such amendment has received Rating Agency
Confirmation.
13.4 Replacement of Scheduled Amortization Line of Credit Agreement.
(a) At any time, the Issuer may, at its option, arrange for a
replacement Scheduled Amortization Line of Credit Agreement to replace the then
existing Scheduled Amortization Line of Credit Agreement. No such replacement
Scheduled Amortization Line of Credit Agreement shall become effective and no
such replacement Scheduled Amortization Line of Credit Agreement shall be deemed
a "Scheduled Amortization Line of Credit Agreement" unless and until each of the
following conditions shall have been satisfied:
(i) such replacement Scheduled Amortization Line of Credit
Agreement has received Rating Agency Confirmation;
(ii) the terms of such replacement Scheduled Amortization
Line of Credit Agreement shall not be inconsistent with this
Article 13 or Sections 5.3 and 5.7;
(iii) all monetary obligations then owing under the
Scheduled Amortization Line of Credit Agreement being
replaced have been paid (which payment may be made first
from any available funds in the Scheduled Amortization
Reserve Account as described in Section 13.4(b)) and the
Scheduled Amortization Commitments thereunder have been
terminated;
(iv) the amount available under the replacement Scheduled
Amortization Line of Credit Agreement, when added to the
amount in the Scheduled Amortization Reserve Account,
immediately after the replacement is not less than the
lesser of (x) the Required Scheduled Amortization Reserve
Balance for the Monthly Deposit Date preceding such
replacement and (y) the sum of the amount available under
the Scheduled Amortization Line of Credit Agreement being
replaced, and the amount in the Scheduled Amortization
Reserve Account, immediately prior to such replacement; and
(v) the Issuer shall have delivered to the Trustee and the
Collateral Agent an Officer's Certificate stating that each
of the foregoing conditions has been satisfied.
Upon satisfaction of the conditions set forth in this Section 13.4(a),
(i) the replaced Scheduled Amortization Line of Credit Agreement shall cease to
be a "Scheduled Amortization Line of Credit Agreement", and the Scheduled
Amortization Providers pursuant to the replaced Scheduled Amortization Line of
Credit Agreement shall cease to be "Scheduled Amortization Providers", under
this Indenture, the Deed of Trust and the other Operative Documents and (ii)
such replacement Scheduled Amortization Line of Credit Agreement shall be deemed
to be the "Scheduled Amortization Line of Credit Agreement", and the Scheduled
Amortization Providers under such replacement Scheduled Amortization Line of
Credit Agreement shall be deemed to be the "Scheduled Amortization Providers",
under this Indenture, the Deed of Trust and the other Operative Documents.
(b) Upon satisfaction of the conditions set forth in Section 13.4(a),
the Trustee or the Collateral Agent shall withdraw from the Scheduled
Amortization Reserve Account, and pay to or as directed by the Issuer, free and
clear of the Lien of the Deed of Trust, an amount of funds equal to the lesser
of (i) the amount in the Scheduled Amortization Reserve Account and (ii) the
amount, if any, by which (x) the sum of (I) the amount in the Scheduled
Amortization Reserve Account and (II) the amount available under the replacement
Scheduled Amortization Line of Credit Agreement exceeds (y) the lesser of (III)
the Required Scheduled Amortization Reserve Balance for the preceding Monthly
Deposit Date and (IV) the sum of (A) the amount in the Scheduled Amortization
Reserve Account and (B) the amount available under the replaced Scheduled
Amortization Line of Credit Agreement immediately prior to such replacement.
17. Schedule A to the Indenture is hereby amended by adding thereto
the following definitions in the appropriate alphabetical order.
"Base Monthly Deposit Amount," for any Monthly Deposit Date, means the
excess, if any, of (a) the amount specified as the "Base MDA" opposite the
Monthly Period preceding such Monthly Deposit Date on Schedule D to the
Indenture over (b) the amount on deposit in the Payment Account, including
interest earned thereon, on such Monthly Deposit Date (before giving effect to
any deposits made in the Payment Account, or to any transactions pursuant to
Section 5.7 of the Indenture, on such Monthly Deposit Date but after deducting
the amount of any deposits made pursuant to Sections 5.3(c)(vi) and 5.3(c)(viii)
of the Indenture after the immediately preceding Note Payment Date).
"Remaining Funds" has the meaning given to such term in Section
5.3(c)(x) of the Indenture.
"Required Scheduled Amortization Provider Rating" means, with respect
to a Scheduled Amortization Provider, a rating on its short-term unsecured debt
obligations of not less than P-1 by Moody's and A-1 by S&P or, if S&P and
Moody's have not rated such Scheduled Amortization Provider's short-term
unsecured debt obligations, a rating on its long-term unsecured debt obligations
of not less than Aa2 by Moody's and not less than AA by S&P or, in each case, if
any such Rating Agency adopts a new rating system, any successor rating thereto.
"Required Scheduled Amortization Reserve Balance," for any Monthly
Deposit Date, means (a) the amount set forth opposite the month in which such
Monthly Deposit Date occurs under the caption "S.A.R. Balance" on Schedule E-1
to the Indenture or(b) if the Issuer has, with Rating Agency Confirmation,
designated a lesser amount (which lesser amount may be zero) for such date, such
lesser amount; provided, however, that, from and after the SAR Reduction Date,
the preceding reference in this sentence to Schedule E-1 to the Indenture shall
be deemed to be a reference to Schedule E-2 to the Indenture. If the Issuer,
with Rating Agency Confirmation, designates any such lesser amount, it shall
furnish the Trustee with an Officer's Certificate setting forth such designation
and stating that Rating Agency Confirmation has been obtained and attach a copy
of such Rating Agency Confirmation to such Officer's Certificate.
"SAR Eligible Investments" means any one or more of the following: (a)
Eligible Investments; (b) direct obligations of, and obligations fully
guaranteed or insured by, the United States of America or any agency or
instrumentality of the United States of America; (c) debt obligations with a
long term rating of BBB- or higher by S&P or Baa3 or higher by Moody's (or, in
each case, if any such Rating Agency adopts a new rating system, any successor
thereto); (d) Timber Notes; (e) with Rating Agency Confirmation, any other
investments; or (f) any other investments, provided that, at the time of (and
after giving effect to) any investment made pursuant to this clause (f), the
aggregate amount of the investments outstanding pursuant to this clause (f)
shall not exceed 10% of the balance in the Scheduled Amortization Reserve
Account at such time.
"SAR Reduction Date" means the date, if any, on which the Issuer
delivers to the Trustee an Officer's Certificate to the effect that:
(a) the total harvest of Company Timber during the eighteen
(18) consecutive calendar months ended on the last day of the calendar
month which immediately precedes the calendar month in which such
Officer's Certificate is delivered equals or exceeds the number of Mbf
, net Scribner scale, set forth under the column headed "18 Month
Cumulative Harvest" opposite such immediately preceding calendar month
on Schedule G to the Indenture;
(b) as of the end of the calendar month which immediately
precedes the calendar month in which such Officer's Certificate is
delivered, the inventory of Company Timber covered by timber harvest
plans approved by the California Department of Forestry, less Company
Timber harvested on those plans, equals or exceeds 100 million board
feet (gross Scribner scale) ; and
(c) as of the end of the calendar month which immediately
precedes the calendar month in which such Officer's Certificate is
delivered (and as of the close of business on the immediately
preceding Note Payment Date), (i) no Advances were outstanding under
the Line of Credit Agreement or (ii) the amount in the Liquidity
Account equalled or exceeded the Required Liquidity Amount at such
date.
"Scheduled Amortization Advance" has the meaning set forth in Section
13.2(a) of the Indenture.
"Scheduled Amortization Commitment" means, at any time, the maximum
principal or face amount of the Scheduled Amortization Line of Credit Advances,
whether or not outstanding, that a Scheduled Amortization Provider is required
to make under the Scheduled Amortization Line of Credit Agreement at such time,
as such amount may be varied or adjusted from time to time. "Scheduled
Amortization Commitments" means, at any time, the aggregate amount of the
Scheduled Amortization Commitments of all Scheduled Amortization Providers at
such time.
"Scheduled Amortization Line of Credit Acceleration" means the
election of the Scheduled Amortization Providers, during the continuance of a
Scheduled Amortization Triggering Event, to permanently cancel their obligations
to make Scheduled Amortization Line of Credit Advances under the Scheduled
Amortization Line of Credit Agreement (other than by reason of a Scheduled
Amortization Termination Advance having been made or the occurrence of the
Scheduled Line of Credit Termination Date), in each case as provided in the
Scheduled Amortization Line of Credit Agreement, or such other meaning as
provided in the Scheduled Amortization Line of Credit Agreement then in effect.
"Scheduled Amortization Line of Credit Advance" means any Scheduled
Amortization Advance and any Scheduled Amortization Termination Advance, which
may be a borrowing, draw or other cash receipt obtained by the Issuer or the
Trustee on behalf of the Issuer from the Scheduled Amortization Providers under
the Scheduled Amortization Line of Credit Agreement. The term "borrow" when used
with respect to any Scheduled Amortization Line of Credit Advance means to
obtain such Scheduled Amortization Line of Credit Advance under the Scheduled
Amortization Line of Credit Agreement and the term "borrowing" has a like
meaning.
"Scheduled Amortization Line of Credit Agent" means the financial
institution or other agent under the Scheduled Amortization Line of Credit
Agreement, designated thereunder from time to time, through whom the Scheduled
Amortization Providers make Scheduled Amortization Line of Credit Advances and
who is authorized to receive payments of interest and principal payable to the
Scheduled Amortization Providers, in accordance with the terms of the Scheduled
Amortization Line of Credit Agreement.
"Scheduled Amortization Line of Credit Agreement" means a credit
facility, including a line of credit, revolving loan agreement, letter of credit
facility or any similar financing facility, of the Issuer or of one or more
Affiliates of the Issuer in effect from time to time with one or more Scheduled
Amortization Providers each of whom, as of the date such credit facility is
first entered into, or, if later with respect to any Scheduled Amortization
Provider, as of the date it first becomes party thereto, has the Required
Scheduled Amortization Provider Rating, pursuant to which the Issuer or the
Trustee on behalf of the Issuer may obtain Scheduled Amortization Advances or a
Scheduled Amortization Termination Advance from the Scheduled Amortization
Providers thereunder, as such credit facility may from time to time be extended,
amended, modified, supplemented or amended and restated in accordance with the
provisions of Section 13.3 of the Indenture; provided, however, that such credit
facility either (I) has received Rating Agency Confirmation or (II) is a
replacement for a then existing Scheduled Amortization Line of Credit Agreement
entered into in compliance with Section 13.4 of the Indenture.
"Scheduled Amortization Non-Renewal Advance" has the meaning set forth
in Section 13.2(b) of the Indenture.
"Scheduled Amortization Provider" means any financial institution that
is at the relevant time a party to the Scheduled Amortization Line of Credit
Agreement and has a Scheduled Amortization Commitment thereunder or has
Scheduled Amortization Line of Credit Advances outstanding thereunder.
"Scheduled Amortization Reserve Account" means account number
120046-016 established pursuant to Section 5.1(a) of the Indenture with the
Securities Intermediary in the name of "State Street Bank and Trust Company, as
Collateral Agent for the Scotia Pacific Company LLC Class A-1, A-2 and A-3
Noteholders and the Liquidity Providers--Scheduled Amortization Reserve
Account," and all successor accounts thereto.
"Scheduled Amortization Termination Advance" means a Scheduled
Amortization Downgrade Advance or a Scheduled Amortization Non-Renewal Advance,
together with any Scheduled Amortization Advances outstanding on the date such
Scheduled Amortization Downgrade Advance or Scheduled Amortization Non-Renewal
Advance is made.
"Scheduled Amortization Triggering Event," at any time, has the
meaning assigned to such term in the Scheduled Amortization Line of Credit
Agreement.
"Scheduled Line of Credit Termination Date" means the date specified
in the Scheduled Amortization Line of Credit Agreement, as of which, at 5:00
p.m. New York City time or such other time as is stated in the Scheduled
Amortization Line of Credit Agreement, the Scheduled Amortization Providers
thereunder cease to be required to make Scheduled Amortization Line of Credit
Advances (other than by reason of the occurrence of a Scheduled Amortization
Line of Credit Acceleration or a Scheduled Amortization Termination Advance
having been made), as such date may be extended from time to time.
"Scheduled Principal Amount," for any Note Payment Date, means the
amount specified on Schedule F to the Indenture as the "Scheduled Principal
Amount" opposite the Monthly Period in which such Note Payment Date occurs.
18. The definition of "Maximum Non-Cash Consideration Amount" in
Schedule A to the Indenture is hereby amended by (a) inserting the words "the
Scheduled Amortization Reserve Account," immediately following the words
"Liquidity Account, if any," in clause (iv) thereof and (b) inserting the words
"and clauses 'First' and 'Second,' and subclause 'first' of clause 'Third,' of
Section 5.3(c)(x)" immediately following the words "Section 5.3(c)(i) through
(ix)" in clause (v) thereof.
19. The Indenture is hereby amended by adding thereto new Schedules D,
E-1, E-2, F and G reading as set forth in Exhibits 1, 2A, 2B, 3 and 4,
respectively, to this Second Supplemental Indenture.
20. Exhibits C, D and E to the Indenture are hereby amended to read in
their entirety as set forth in Exhibits 5, 6 and 7, respectively, to this Second
Supplemental Indenture.
ARTICLE II
AMENDMENTS TO SECURITIES ACCOUNT CONTROL AGREEMENT
The Securities Account Control Agreement, dated as of July 20, 1998
(the "Control Agreement"), among the Issuer and State Street Bank and Trust
Company, as Collateral Agent and as Securities Intermediary, is hereby amended
as follows:
1. Section 1(a) of the Control Agreement is hereby amended by
inserting the words ",(7) account number 120046-016 in the name of Scotia
Pacific LLC Scheduled Amortization Reserve Account" immediately following the
words "Scotia Pacific LLC Liquidity Account" in such section.
2. Section 8(c) of the Control Agreement is hereby amended by
inserting the following words immediately prior to the period at the end
thereof:
and, in the case of investments of funds in the Scheduled
Amortization Reserve Account, other investments permitted by the
last sentence of Section 5.6 of the Indenture.
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.1 Indenture. Except as amended hereby, the Indenture and the
other Operative Documents are in all respects ratified and confirmed and all
their terms shall remain in full force and effect.
Section 3.2 Governing Law. The laws of the State of New York shall
govern this Second Supplemental Indenture without giving effect to applicable
principles of conflicts of law to the extent that the application of the laws of
another jurisdiction would be required to be governed thereby.
Section 3.3 Successors and Assigns. All agreements of the Issuer in
this Second Supplemental Indenture shall bind its successors and assigns.
Section 3.4 Multiple Counterparts. This Second Supplemental Indenture
may be executed in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one and the same
instrument.
Section 3.5 Effectiveness. The provisions of this Second Supplemental
Indenture shall become effective immediately upon its execution and delivery by
the Trustee in accordance with the provisions of Article 10 of the Indenture.
Section 3.6 Trustee Disclaimer. The Trustee accepts the amendment of
the Indenture effected by this Second Supplemental Indenture and agrees to
execute the trust created by the Indenture as hereby amended, but only upon the
terms and conditions set forth in the Indenture, including the terms and
provisions defining and limiting the liabilities and responsibilities of the
Trustee, which terms and provisions shall in like manner define and limit its
liabilities and responsibilities in the performance of the trust created by the
Indenture as hereby amended, and, without limiting the generality of the
foregoing, the Trustee shall not be responsible in any manner whatsoever for or
with respect to any of the recitals or statements contained herein, all of which
recitals or statements are made solely by the Issuer, or for or with respect to
(i) the validity, efficacy or sufficiency of this Second Supplemental Indenture
or any of the terms or provisions hereof, (ii) the proper authorization hereof
by the Issuer by limited liability company action or otherwise, (iii) the due
execution hereof by the Issuer, or (iv) the consequences (direct or indirect and
whether deliberate or inadvertent) of any amendment herein provided for, and the
Trustee makes no representation with respect to any such matters.
IN WITNESS WHEREOF, the parties have caused this Second Supplemental
Indenture to be duly executed as of the date first written above.
SCOTIA PACIFIC COMPANY LLC
By: /S/ GARY L. CLARK
Name: Gary L. Clark
Title: Vice President--Finance
and Administration
STATE STREET BANK AND TRUST COMPANY,
as Trustee
By: /S/ PAUL D. ALLEN
Name: Paul D. Allen
Title: Vice President
Exhibit 1
to Second Supplemental Indenture
SCHEDULE D
($ 000)
<TABLE>
<CAPTION>
- ------------------------------
Production
Month Base MDA
- ------------------------------
<S> <C>
Jul-99 0
Aug-99 0
Sep-99 $9,152
Oct-99 27,571
Nov-99 34,834
Dec-99 36,906
Jan-2000 0
Feb-2000 1,183
Mar-2000 4,498
Apr-2000 15,685
May-2000 25,893
Jun-2000 31,667
Jul-2000 9,910
Aug-2000 20,474
Sep-2000 29,465
Oct-2000 37,439
Nov-2000 40,230
Dec-2000 40,766
Jan-2001 0
Feb-2001 1,466
Mar-2001 5,387
Apr-2001 18,234
May-2001 25,855
Jun-2001 32,141
Jul-2001 9,793
Aug-2001 20,239
Sep-2001 29,120
Oct-2001 36,990
Nov-2001 39,704
Dec-2001 40,343
Jan-2002 0
Feb-2002 1,567
Mar-2002 5,638
Apr-2002 18,937
May-2002 25,546
Jun-2002 30,978
Jul-2002 9,799
Aug-2002 20,331
Sep-2002 29,287
Oct-2002 37,219
Nov-2002 39,926
Dec-2002 40,531
Jan-2003 0
Feb-2003 1,624
Mar-2003 5,840
Apr-2003 19,606
May-2003 25,245
Jun-2003 32,251
Jul-2003 10,205
Aug-2003 21,098
Sep-2003 30,351
Oct-2003 38,544
Nov-2003 41,331
Dec-2003 41,943
Jan-2004 0
Feb-2004 1,682
Mar-2004 6,050
Apr-2004 20,065
May-2004 24,850
Jun-2004 32,373
Jul-2004 10,285
Aug-2004 21,270
Sep-2004 30,592
Oct-2004 38,843
Nov-2004 41,618
Dec-2004 42,191
Jan-2005 0
Feb-2005 1,743
Mar-2005 6,267
Apr-2005 19,719
May-2005 24,427
Jun-2005 33,399
Jul-2005 10,622
Aug-2005 21,971
Sep-2005 31,600
Oct-2005 40,122
Nov-2005 42,978
Dec-2005 43,555
Jan-2006 0
Feb-2006 1,806
Mar-2006 6,492
Apr-2006 19,296
May-2006 23,909
Jun-2006 34,455
Jul-2006 10,970
Aug-2006 22,694
Sep-2006 32,641
Oct-2006 41,441
Nov-2006 44,380
Dec-2006 44,961
Jan-2007 0
Feb-2007 1,871
Mar-2007 6,724
Apr-2007 18,790
May-2007 24,083
Jun-2007 35,541
Jul-2007 11,329
Aug-2007 23,441
Sep-2007 33,714
Oct-2007 42,803
Nov-2007 45,826
Dec-2007 46,410
Jan-2008 0
Feb-2008 923
Mar-2008 4,638
Apr-2008 17,719
May-2008 22,571
Jun-2008 28,564
Jul-2008 9,327
Aug-2008 19,316
Sep-2008 27,750
Oct-2008 35,181
Nov-2008 37,495
Dec-2008 37,749
Jan-2009 0
Feb-2009 819
Mar-2009 4,665
Apr-2009 17,952
May-2009 22,222
Jun-2009 29,436
Jul-2009 9,628
Aug-2009 19,945
Sep-2009 28,658
Oct-2009 36,334
Nov-2009 38,718
Dec-2009 38,969
Jan-2010 0
Feb-2010 851
Mar-2010 4,833
Apr-2010 17,587
May-2010 21,774
Jun-2010 30,331
Jul-2010 9,940
Aug-2010 20,596
Sep-2010 29,591
Oct-2010 37,517
Nov-2010 39,964
Dec-2010 40,207
Jan-2011 0
Feb-2011 884
Mar-2011 5,008
Apr-2011 17,131
May-2011 21,214
Jun-2011 31,254
Jul-2011 10,260
Aug-2011 21,262
Sep-2011 30,548
Oct-2011 38,728
Nov-2011 41,240
Dec-2011 41,470
Jan-2012 0
Feb-2012 918
Mar-2012 5,189
Apr-2012 16,589
May-2012 21,477
Jun-2012 32,200
Jul-2012 10,589
Aug-2012 21,950
Sep-2012 31,535
Oct-2012 39,976
Nov-2012 42,553
Dec-2012 42,771
Jan-2013 0
Feb-2013 955
Mar-2013 5,376
Apr-2013 15,952
May-2013 22,100
Jun-2013 33,170
Jul-2013 10,928
Aug-2013 22,658
Sep-2013 32,552
Oct-2013 41,263
Nov-2013 43,906
Dec-2013 44,109
Jan-2014 0
Feb-2014 992
Mar-2014 5,570
Apr-2014 15,213
May-2014 21,299
Jun-2014 26,229
Jul-2014 3,761
Aug-2014 6,443
Sep-2014 6,443
Oct-2014 6,443
Nov-2014 6,443
Dec-2014 6,443
Jan-2015 0
Feb-2015 1,033
Mar-2015 5,774
Apr-2015 13,956
May-2015 14,033
Jun-2015 14,033
Jul-2015 3,438
Aug-2015 3,438
Sep-2015 3,438
Oct-2015 3,438
Nov-2015 3,438
Dec-2015 3,438
Jan-2016 0
Feb-2016 1,075
Mar-2016 5,985
Apr-2016 12,606
May-2016 12,606
Jun-2016 12,606
Jul-2016 3,075
Aug-2016 3,075
Sep-2016 3,075
Oct-2016 3,075
Nov-2016 3,075
Dec-2016 3,075
Jan-2017 0
Feb-2017 1,119
Mar-2017 6,204
Apr-2017 10,994
May-2017 10,994
Jun-2017 10,994
Jul-2017 2,627
Aug-2017 2,627
Sep-2017 2,627
Oct-2017 2,627
Nov-2017 2,627
Dec-2017 2,627
Jan-2018 0
Feb-2018 0
Mar-2018 1,344
Apr-2018 9,177
May-2018 10,765
Jun-2018 10,765
Jul-2018 2,248
Aug-2018 2,248
Sep-2018 2,248
Oct-2018 2,248
Nov-2018 2,248
Dec-2018 2,248
Jan-2019 0
Feb-2019 0
Mar-2019 422
Apr-2019 8,234
May-2019 9,061
Jun-2019 9,061
Jul-2019 1,995
Aug-2019 1,995
Sep-2019 1,995
Oct-2019 1,995
Nov-2019 1,995
Dec-2019 1,995
Jan-2020 0
Feb-2020 0
Mar-2020 445
Apr-2020 7,164
May-2020 7,164
Jun-2020 7,164
Jul-2020 1,708
Aug-2020 1,708
Sep-2020 1,708
Oct-2020 1,708
Nov-2020 1,708
Dec-2020 1,708
Jan-2021 0
Feb-2021 0
Mar-2021 470
Apr-2021 5,951
May-2021 5,951
Jun-2021 5,951
Jul-2021 1,382
Aug-2021 1,382
Sep-2021 1,382
Oct-2021 1,382
Nov-2021 1,382
Dec-2021 1,382
Jan-2022 0
Feb-2022 0
Mar-2022 496
Apr-2022 4,575
May-2022 4,575
Jun-2022 4,575
Jul-2022 1,012
Aug-2022 1,012
Sep-2022 1,012
Oct-2022 1,012
Nov-2022 1,012
Dec-2022 1,012
Jan-2023 0
Feb-2023 0
Mar-2023 525
Apr-2023 3,021
May-2023 3,021
Jun-2023 3,021
Jul-2023 595
Aug-2023 595
Sep-2023 595
Oct-2023 595
Nov-2023 595
Dec-2023 595
Jan-2024 0
Feb-2024 0
Mar-2024 555
Apr-2024 1,273
May-2024 1,273
Jun-2024 1,273
Jul-2024 127
Aug-2024 127
Sep-2024 127
Oct-2024 127
Nov-2024 127
Dec-2024 127
Jan-2025 0
Feb-2025 0
Mar-2025 0
Apr-2025 0
May-2025 0
Jun-2025 0
Jul-2025 0
Aug-2025 0
Sep-2025 0
Oct-2025 0
Nov-2025 0
Dec-2025 0
</TABLE>
Exhibit 2A
to Second Supplemental Indenture
SCHEDULE E-1
SCOTIA PACIFIC COMPANY LLC
REQUIRED SCHEDULED AMORTIZATION RESERVE BALANCES BEFORE S.A.R. REDUCTION DATE
($ 000)
<TABLE>
<CAPTION>
S.A.R.
Month Balance
- ------------- ------------
<S> <C>
Nov-99 $168,045
Dec-99 168,794
Jan-2000 156,597
Feb-2000 157,295
Mar-2000 157,996
Apr-2000 158,701
May-2000 159,408
Jun-2000 160,119
Jul-2000 157,918
Aug-2000 158,622
Sep-2000 159,329
Oct-2000 160,039
Nov-2000 160,753
Dec-2000 161,469
Jan-2001 149,076
Feb-2001 149,740
Mar-2001 150,408
Apr-2001 151,079
May-2001 151,752
Jun-2001 152,429
Jul-2001 151,483
Aug-2001 152,158
Sep-2001 152,836
Oct-2001 153,518
Nov-2001 154,202
Dec-2001 154,890
Jan-2002 150,213
Feb-2002 150,882
Mar-2002 151,555
Apr-2002 152,231
May-2002 152,909
Jun-2002 153,591
Jul-2002 150,583
Aug-2002 151,254
Sep-2002 151,928
Oct-2002 152,606
Nov-2002 153,286
Dec-2002 153,969
Jan-2003 150,003
Feb-2003 150,672
Mar-2003 151,344
Apr-2003 152,019
May-2003 152,696
Jun-2003 153,377
Jul-2003 149,749
Aug-2003 150,416
Sep-2003 151,087
Oct-2003 151,761
Nov-2003 152,437
Dec-2003 153,117
Jan-2004 149,758
Feb-2004 150,425
Mar-2004 151,096
Apr-2004 151,770
May-2004 152,446
Jun-2004 153,126
Jul-2004 150,384
Aug-2004 151,055
Sep-2004 151,728
Oct-2004 152,405
Nov-2004 153,084
Dec-2004 153,767
Jan-2005 150,475
Feb-2005 151,146
Mar-2005 151,820
Apr-2005 152,497
May-2005 153,177
Jun-2005 153,860
Jul-2005 151,176
Aug-2005 151,850
Sep-2005 152,527
Oct-2005 153,207
Nov-2005 153,890
Dec-2005 154,576
Jan-2006 151,264
Feb-2006 151,939
Mar-2006 152,616
Apr-2006 153,296
May-2006 153,980
Jun-2006 154,666
Jul-2006 152,061
Aug-2006 152,739
Sep-2006 153,420
Oct-2006 154,104
Nov-2006 154,791
Dec-2006 155,481
Jan-2007 152,169
Feb-2007 152,848
Mar-2007 153,529
Apr-2007 154,214
May-2007 154,901
Jun-2007 155,592
Jul-2007 153,131
Aug-2007 153,814
Sep-2007 154,500
Oct-2007 155,189
Nov-2007 155,881
Dec-2007 156,576
Jan-2008 153,367
Feb-2008 154,051
Mar-2008 154,737
Apr-2008 155,427
May-2008 156,120
Jun-2008 156,816
Jul-2008 155,400
Aug-2008 156,093
Sep-2008 156,789
Oct-2008 157,488
Nov-2008 158,190
Dec-2008 158,895
Jan-2009 156,740
Feb-2009 157,439
Mar-2009 158,141
Apr-2009 158,846
May-2009 159,554
Jun-2009 160,265
Jul-2009 158,372
Aug-2009 159,078
Sep-2009 159,787
Oct-2009 160,500
Nov-2009 161,215
Dec-2009 161,934
Jan-2010 159,540
Feb-2010 160,252
Mar-2010 160,966
Apr-2010 161,684
May-2010 162,404
Jun-2010 163,128
Jul-2010 160,934
Aug-2010 161,651
Sep-2010 162,372
Oct-2010 163,096
Nov-2010 163,823
Dec-2010 164,553
Jan-2011 162,197
Feb-2011 162,920
Mar-2011 163,646
Apr-2011 164,376
May-2011 165,109
Jun-2011 165,845
Jul-2011 163,781
Aug-2011 164,512
Sep-2011 165,245
Oct-2011 165,982
Nov-2011 166,722
Dec-2011 167,465
Jan-2012 165,162
Feb-2012 165,898
Mar-2012 166,638
Apr-2012 167,380
May-2012 168,127
Jun-2012 168,876
Jul-2012 166,972
Aug-2012 167,716
Sep-2012 168,464
Oct-2012 169,215
Nov-2012 169,969
Dec-2012 170,727
Jan-2013 168,507
Feb-2013 169,258
Mar-2013 170,013
Apr-2013 170,771
May-2013 171,532
Jun-2013 172,297
Jul-2013 170,587
Aug-2013 171,348
Sep-2013 172,112
Oct-2013 172,879
Nov-2013 173,650
Dec-2013 174,424
Jan-2014 171,487
Feb-2014 172,251
Mar-2014 173,019
Apr-2014 173,790
May-2014 174,565
Jun-2014 175,344
Jul-2014 158,005
Aug-2014 158,709
Sep-2014 159,417
Oct-2014 160,128
Nov-2014 160,841
Dec-2014 161,558
Jan-2015 139,134
Feb-2015 139,754
Mar-2015 140,377
Apr-2015 141,003
May-2015 141,631
Jun-2015 142,263
Jul-2015 123,007
Aug-2015 123,555
Sep-2015 124,106
Oct-2015 124,659
Nov-2015 125,215
Dec-2015 125,773
Jan-2016 102,407
Feb-2016 102,864
Mar-2016 103,323
Apr-2016 103,783
May-2016 104,246
Jun-2016 104,711
Jul-2016 85,129
Aug-2016 85,509
Sep-2016 85,890
Oct-2016 86,273
Nov-2016 86,657
Dec-2016 87,044
Jan-2017 62,699
Feb-2017 62,978
Mar-2017 63,259
Apr-2017 63,541
May-2017 63,824
Jun-2017 64,109
Jul-2017 43,655
Aug-2017 43,850
Sep-2017 44,046
Oct-2017 44,242
Nov-2017 44,439
Dec-2017 44,637
Jan-2018 25,192
Feb-2018 25,304
Mar-2018 25,417
Apr-2018 25,531
May-2018 25,644
Jun-2018 25,759
Jul-2018 17,870
Aug-2018 17,950
Sep-2018 18,030
Oct-2018 18,110
Nov-2018 18,191
Dec-2018 18,272
Jan-2019 16,418
Feb-2019 16,491
Mar-2019 16,564
Apr-2019 16,638
May-2019 16,712
Jun-2019 16,787
Jul-2019 0
</TABLE>
Exhibit 2B
to Second Supplemental Indenture
SCHEDULE E-2
SCOTIA PACIFIC COMPANY LLC
REQUIRED SCHEDULED AMORTIZATION RESERVE BALANCES AFTER S.A.R. REDUCTION DATE
($ 000)
<TABLE>
<CAPTION>
S.A.R.
Month Balance
- ------------ -------------
<S> <C>
Nov-99 $137,897
Dec-99 138,529
Jan-2000 126,149
Feb-2000 126,728
Mar-2000 127,308
Apr-2000 127,892
May-2000 128,478
Jun-2000 129,067
Jul-2000 126,729
Aug-2000 127,310
Sep-2000 127,893
Oct-2000 128,479
Nov-2000 129,068
Dec-2000 129,660
Jan-2001 121,616
Feb-2001 122,159
Mar-2001 122,703
Apr-2001 123,250
May-2001 123,800
Jun-2001 124,352
Jul-2001 122,190
Aug-2001 122,735
Sep-2001 123,282
Oct-2001 123,832
Nov-2001 124,384
Dec-2001 124,939
Jan-2002 119,554
Feb-2002 120,087
Mar-2002 120,623
Apr-2002 121,160
May-2002 121,701
Jun-2002 122,243
Jul-2002 118,235
Aug-2002 118,762
Sep-2002 119,291
Oct-2002 119,823
Nov-2002 120,357
Dec-2002 120,894
Jan-2003 116,842
Feb-2003 117,377
Mar-2003 117,915
Apr-2003 118,456
May-2003 118,999
Jun-2003 119,544
Jul-2003 117,596
Aug-2003 118,135
Sep-2003 118,677
Oct-2003 119,221
Nov-2003 119,767
Dec-2003 120,316
Jan-2004 117,398
Feb-2004 117,936
Mar-2004 118,476
Apr-2004 119,019
May-2004 119,565
Jun-2004 120,113
Jul-2004 118,101
Aug-2004 118,642
Sep-2004 119,186
Oct-2004 119,732
Nov-2004 120,281
Dec-2004 120,832
Jan-2005 117,893
Feb-2005 118,433
Mar-2005 118,976
Apr-2005 119,521
May-2005 120,069
Jun-2005 120,620
Jul-2005 118,575
Aug-2005 119,119
Sep-2005 119,665
Oct-2005 120,213
Nov-2005 120,764
Dec-2005 121,318
Jan-2006 118,356
Feb-2006 118,898
Mar-2006 119,443
Apr-2006 119,991
May-2006 120,541
Jun-2006 121,093
Jul-2006 119,028
Aug-2006 119,574
Sep-2006 120,122
Oct-2006 120,672
Nov-2006 121,226
Dec-2006 121,781
Jan-2007 118,816
Feb-2007 119,360
Mar-2007 119,907
Apr-2007 120,457
May-2007 121,009
Jun-2007 121,563
Jul-2007 119,532
Aug-2007 120,080
Sep-2007 120,630
Oct-2007 121,183
Nov-2007 121,739
Dec-2007 122,297
Jan-2008 119,429
Feb-2008 119,976
Mar-2008 120,526
Apr-2008 121,078
May-2008 121,633
Jun-2008 122,191
Jul-2008 120,625
Aug-2008 121,178
Sep-2008 121,733
Oct-2008 122,291
Nov-2008 122,851
Dec-2008 123,414
Jan-2009 121,172
Feb-2009 121,727
Mar-2009 122,285
Apr-2009 122,846
May-2009 123,409
Jun-2009 123,974
Jul-2009 122,425
Aug-2009 122,986
Sep-2009 123,550
Oct-2009 124,116
Nov-2009 124,685
Dec-2009 125,256
Jan-2010 122,913
Feb-2010 123,476
Mar-2010 124,042
Apr-2010 124,611
May-2010 125,182
Jun-2010 125,756
Jul-2010 124,215
Aug-2010 124,785
Sep-2010 125,357
Oct-2010 125,931
Nov-2010 126,508
Dec-2010 127,088
Jan-2011 124,766
Feb-2011 125,338
Mar-2011 125,912
Apr-2011 126,489
May-2011 127,069
Jun-2011 127,651
Jul-2011 126,114
Aug-2011 126,692
Sep-2011 127,273
Oct-2011 127,856
Nov-2011 128,442
Dec-2011 129,031
Jan-2012 126,741
Feb-2012 127,322
Mar-2012 127,905
Apr-2012 128,491
May-2012 129,080
Jun-2012 129,672
Jul-2012 128,150
Aug-2012 128,738
Sep-2012 129,328
Oct-2012 129,920
Nov-2012 130,516
Dec-2012 131,114
Jan-2013 128,884
Feb-2013 129,475
Mar-2013 130,068
Apr-2013 130,664
May-2013 131,263
Jun-2013 131,865
Jul-2013 130,379
Aug-2013 130,977
Sep-2013 131,577
Oct-2013 132,180
Nov-2013 132,786
Dec-2013 133,395
Jan-2014 130,417
Feb-2014 131,015
Mar-2014 131,615
Apr-2014 132,219
May-2014 132,825
Jun-2014 133,433
Jul-2014 119,529
Aug-2014 120,077
Sep-2014 120,628
Oct-2014 121,181
Nov-2014 121,736
Dec-2014 122,294
Jan-2015 104,103
Feb-2015 104,580
Mar-2015 105,059
Apr-2015 105,541
May-2015 106,024
Jun-2015 106,510
Jul-2015 90,980
Aug-2015 91,397
Sep-2015 91,816
Oct-2015 92,236
Nov-2015 92,659
Dec-2015 93,084
Jan-2016 74,131
Feb-2016 74,471
Mar-2016 74,812
Apr-2016 75,155
May-2016 75,499
Jun-2016 75,846
Jul-2016 60,167
Aug-2016 60,443
Sep-2016 60,720
Oct-2016 60,998
Nov-2016 61,278
Dec-2016 61,559
Jan-2017 41,814
Feb-2017 42,006
Mar-2017 42,198
Apr-2017 42,392
May-2017 42,586
Jun-2017 42,781
Jul-2017 32,643
Aug-2017 32,788
Sep-2017 32,934
Oct-2017 33,081
Nov-2017 33,229
Dec-2017 33,377
Jan-2018 25,192
Feb-2018 25,304
Mar-2018 25,417
Apr-2018 25,531
May-2018 25,644
Jun-2018 25,759
Jul-2018 17,870
Aug-2018 17,950
Sep-2018 18,030
Oct-2018 18,110
Nov-2018 18,191
Dec-2018 18,272
Jan-2019 9,081
Feb-2019 9,121
Mar-2019 9,162
Apr-2019 9,203
May-2019 9,244
Jun-2019 9,285
Jul-2019 0
</TABLE>
Exhibit 3
to Second Supplemental Indenture
SCHEDULE F
SCHEDULED PRINCIPAL AMOUNT
($ 000)
<TABLE>
<CAPTION>
Scheduled
20th of Month Principal Amount
<S> <C>
Jan-2000 $846,113
Jul-2000 843,198
Jan-2001 830,085
Jul-2001 826,872
Jan-2002 813,423
Jul-2002 809,730
Jan-2003 795,715
Jul-2003 790,409
Jan-2004 774,395
Jul-2004 768,202
Jan-2005 751,136
Jul-2005 743,122
Jan-2006 723,831
Jul-2006 713,842
Jan-2007 692,165
Jul-2007 680,045
Jan-2008 655,814
Jul-2008 649,839
Jan-2009 633,787
Jul-2009 626,165
Jan-2010 608,066
Jul-2010 598,635
Jan-2011 578,319
Jul-2011 566,903
Jan-2012 544,202
Jul-2012 530,633
Jan-2013 505,376
Jul-2013 489,482
Jan-2014 460,650
Jul-2014 430,868
Jan-2015 389,802
Jul-2015 357,245
Jan-2016 310,956
Jul-2016 274,173
Jan-2017 222,184
Jul-2017 180,205
Jan-2018 121,976
Jul-2018 93,624
Jan-2019 54,117
Jul-2019 22,014
Jan-2020 0
</TABLE>
Exhibit 4
to Second Supplemental Indenture
Schedule G
Scotia Pacific Company LLC
18 Month Cumulative Harvest
(MBF, Net Scribner)
<TABLE>
<CAPTION>
18 Month
Cumulative
Month Harvest
- -------- ------------
<S> <C>
Nov-99 NA
Dec-99 NA
Jan-2000 NA
Feb-2000 NA
Mar-2000 NA
Apr-2000 NA
May-2000 NA
Jun-2000 264,293
Jul-2000 284,816
Aug-2000 304,769
Sep-2000 317,488
Oct-2000 315,320
Nov-2000 303,788
Dec-2000 284,320
Jan-2001 263,797
Feb-2001 243,844
Mar-2001 231,124
Apr-2001 233,293
May-2001 244,825
Jun-2001 264,293
Jul-2001 284,816
Aug-2001 304,769
Sep-2001 317,488
Oct-2001 315,320
Nov-2001 303,788
Dec-2001 284,320
Jan-2002 263,797
Feb-2002 243,844
Mar-2002 231,124
Apr-2002 233,293
May-2002 244,825
Jun-2002 264,293
Jul-2002 284,816
Aug-2002 304,769
Sep-2002 317,488
Oct-2002 315,320
Nov-2002 303,788
Dec-2002 284,320
Jan-2003 263,797
Feb-2003 243,844
Mar-2003 231,124
Apr-2003 233,293
May-2003 244,825
Jun-2003 264,293
Jul-2003 284,816
Aug-2003 304,769
Sep-2003 317,488
Oct-2003 315,320
Nov-2003 303,788
Dec-2003 284,320
Jan-2004 263,797
Feb-2004 243,844
Mar-2004 231,124
Apr-2004 233,293
May-2004 244,825
Jun-2004 264,293
Jul-2004 284,816
Aug-2004 304,769
Sep-2004 317,488
Oct-2004 315,320
Nov-2004 303,788
Dec-2004 284,320
Jan-2005 263,797
Feb-2005 243,844
Mar-2005 231,124
Apr-2005 233,293
May-2005 244,825
Jun-2005 264,293
Jul-2005 284,816
Aug-2005 304,769
Sep-2005 317,488
Oct-2005 315,320
Nov-2005 303,788
Dec-2005 284,320
Jan-2006 263,797
Feb-2006 243,844
Mar-2006 231,124
Apr-2006 233,293
May-2006 244,825
Jun-2006 264,293
Jul-2006 284,816
Aug-2006 304,769
Sep-2006 317,488
Oct-2006 315,320
Nov-2006 303,788
Dec-2006 284,320
Jan-2007 263,797
Feb-2007 243,844
Mar-2007 231,124
Apr-2007 233,293
May-2007 244,825
Jun-2007 264,293
Jul-2007 284,816
Aug-2007 304,769
Sep-2007 317,488
Oct-2007 315,320
Nov-2007 303,788
Dec-2007 284,320
Jan-2008 263,490
Feb-2008 242,916
Mar-2008 229,101
Apr-2008 228,626
May-2008 237,705
Jun-2008 254,293
Jul-2008 271,989
Aug-2008 288,872
Sep-2008 298,933
Oct-2008 294,388
Nov-2008 281,818
Dec-2008 261,862
Jan-2009 241,032
Feb-2009 220,458
Mar-2009 206,643
Apr-2009 206,168
May-2009 215,247
Jun-2009 231,835
Jul-2009 249,838
Aug-2009 267,341
Sep-2009 278,498
Oct-2009 276,596
Nov-2009 266,480
Dec-2009 249,403
Jan-2010 231,401
Feb-2010 213,898
Mar-2010 202,741
Apr-2010 204,642
May-2010 214,759
Jun-2010 231,835
Jul-2010 249,838
Aug-2010 267,341
Sep-2010 278,498
Oct-2010 276,596
Nov-2010 266,480
Dec-2010 249,403
Jan-2011 231,401
Feb-2011 213,898
Mar-2011 202,741
Apr-2011 204,642
May-2011 214,759
Jun-2011 231,835
Jul-2011 249,838
Aug-2011 267,341
Sep-2011 278,498
Oct-2011 276,596
Nov-2011 266,480
Dec-2011 249,403
Jan-2012 231,401
Feb-2012 213,898
Mar-2012 202,741
Apr-2012 204,642
May-2012 214,759
Jun-2012 231,835
Jul-2012 249,838
Aug-2012 267,341
Sep-2012 278,498
Oct-2012 276,596
Nov-2012 266,480
Dec-2012 249,403
Jan-2013 231,401
Feb-2013 213,898
Mar-2013 202,741
Apr-2013 204,642
May-2013 214,759
Jun-2013 231,835
Jul-2013 249,838
Aug-2013 267,341
Sep-2013 278,498
Oct-2013 276,596
Nov-2013 266,480
Dec-2013 249,403
Jan-2014 231,401
Feb-2014 213,898
Mar-2014 202,741
Apr-2014 204,642
May-2014 214,759
Jun-2014 231,835
Jul-2014 249,838
Aug-2014 267,341
Sep-2014 278,498
Oct-2014 276,596
Nov-2014 266,480
Dec-2014 249,403
Jan-2015 231,401
Feb-2015 213,898
Mar-2015 202,741
Apr-2015 204,642
May-2015 214,759
Jun-2015 231,835
Jul-2015 249,838
Aug-2015 267,341
Sep-2015 278,498
Oct-2015 276,596
Nov-2015 266,480
Dec-2015 249,403
Jan-2016 231,401
Feb-2016 213,898
Mar-2016 202,741
Apr-2016 204,642
May-2016 214,759
Jun-2016 231,835
Jul-2016 249,838
Aug-2016 267,341
Sep-2016 278,498
Oct-2016 276,596
Nov-2016 266,480
Dec-2016 249,403
Jan-2017 231,401
Feb-2017 213,898
Mar-2017 202,741
Apr-2017 204,642
May-2017 214,759
Jun-2017 231,835
Jul-2017 249,838
Aug-2017 267,341
Sep-2017 278,498
Oct-2017 276,596
Nov-2017 266,480
Dec-2017 249,403
Jan-2018 230,861
Feb-2018 212,269
Mar-2018 199,187
Apr-2018 196,445
May-2018 202,253
Jun-2018 214,272
Jul-2018 227,308
Aug-2018 239,418
Sep-2018 245,907
Oct-2018 239,829
Nov-2018 227,892
Dec-2018 209,957
Jan-2019 191,414
Feb-2019 172,822
Mar-2019 159,740
Apr-2019 156,998
May-2019 162,806
Jun-2019 174,825
</TABLE>
Exhibit 6
REVISED
Exhibit D to
Indenture
---------
Scotia Pacific Company LLC
Timber Collateralized Notes due 2028
MONTHLY NOTEHOLDER CERTIFICATE
Terms used but not defined herein have the meanings set forth in the Indenture
governing the Timber Notes. This Monthly Noteholder Certificate is delivered
pursuant to Section 4.6 of the Indenture.
I. The following summarizes the Collection Account Disbursement on
[insert date of Monthly Deposit Date] pursuant to the Indenture:
<TABLE>
<CAPTION>
Total
-----
<S> <C>
A. PAYMENT OF EXPENSES
1. Amount Transferred to Expense $______
Reserve
2. Payment of Trustee's, Collateral $______
Agent's and Liquidity Providers'
Expenses
B. LINE OF CREDIT OR LIQUIDITY ACCOUNT
3. Payment of interest and $______
principal on Advances under Line
of Credit Agreement
4. Transfer from Liquidity Account $______
to Collection Account
5. Required Liquidity Amount as of $______
close of business on [insert
date of Monthly Deposit Date]
6. Amount on deposit in the $______
Liquidity Account as of close of
business on [insert date of
Monthly Deposit Date]
7. Amount available under Line of $______
Credit Agreement as of close of
business on [insert date of
Monthly Deposit Date]
8. Amount of outstanding Advances $______
under Line of Credit Agreement
as of close of business on
[insert date of Monthly Deposit
Date]
C. TRANSFERS TO PAYMENT ACCOUNT,
LIQUIDITY ACCOUNT OR EXPENSE
RESERVE
9. Transfer to Payment Account Re: $______
Monthly Deposit Amount1
10. Targeted Monthly Deposit Amount $______
multiplied by Reinvestment
Factor less, to the extent
applicable, the Premium
Provision Refundable Amount
11. Shortfall, if any, in the $______
Monthly Deposit Amount (No. 10-
9)
12. Transfer to Payment Account Re: $______
Payments of interest and
principal under Line of Credit
Agreement following a
Termination Advance1
13. Transfer to Liquidity Account $______
(following a Termination Advance
under Line of Credit Agreement)
14. Transfer to Payment Account Re: $______
Premium Provision
15. Additional transfer to Expense $______
Reserve
16. Transfer to Payment Account re: $______
excess of Base Monthly Deposit
Amount over Targeted Monthly
Deposit Amount
17. Additional Transfers to Payment $______
Account3
D. ADDITIONAL PAYMENTS TO LIQUIDITY
PROVIDERS
18. Payment of Additional Liquidity $______
Provider Fees and/or
Supplemental Liquidity Provider
Interest to Liquidity Providers
E. SCHEDULED AMORTIZATION RESERVE
ACCOUNT
19. Transfer to Scheduled $______
Amortization Reserve Account
20. Required Scheduled Amortization $______
Reserve Balance as of close of
business on [insert date of
Monthly Deposit Date]
21. Amount on deposit in the $______
Scheduled Amortization Reserve
Account as of close of business
on [insert date of Monthly
Deposit Date]
22. Amount available under Scheduled $______
Amortization Line of Credit
Agreement as of close of
business on [insert date of
Monthly Deposit Date]
23. Amount of outstanding Scheduled $______
Amortization Advances under
Scheduled Amortization Line of
Credit Agreement on [insert date
of Monthly Deposit Date]
F. TRANSFER TO ISSUER
24. Release to Issuer $______
<FN>
- ----------------
1 Amounts in No. 9, 12, 14 and 16 are the lesser of the amount
computed pursuant to the relevant formula or agreement and
available cash. In the case of No. 9 , any shortfall is set
forth in No. 11. In the case of Nos. 12, 14 and 16 [there was
no shortfall] [the amount of the shortfall was $____, $____ and
$____, respectively.
2 Consists of [voluntary transfers of $____] [transfers in respect
of Trapping Events of $____] [transfers in respect of Cash
Retention Event of $____] [insert applicable provisions].
</FN>
</TABLE>
II. Principal Balance of Timber Notes
and Certain Additional Data With
Respect to Amounts on Deposit in
the Payment Account as of the close
of business on the Monthly Deposit Date
<TABLE>
<CAPTION>
Total Per $1,000
of original
principal
amount
----- -----------
<S> <C> <C>
A. PRINCIPAL AMOUNT
1. Principal Balance of Timber Notes
Class A-1 Timber Notes $________ $________
Class A-2 Timber Notes $ $
======== ========
Class A-3 Timber Notes $________ $________
Total Principal $________ N/A
Balance of Timber Note
2. Principal Balance if Timber Notes
were paid in accordance with
Scheduled Amortization
Class A-1 Timber Notes $________ $________
Class A-2 Timber Notes $________ $________
Class A-3 Timber Notes $ $
======== ========
Total Principal Balance if Timber $________ N/A
Notes were paid in accordance with
Scheduled Amortization
3. Amount of Amortization, if any,
ahead of (or behind) Scheduled
Amortization (No. 1-2, or 2-1)
for each Class of Timber Notes
Class A-1 Timber Notes $________ $________
Class A-2 Timber Notes $________ $________
Class A-3 Timber Notes $ $
======== ========
Total Amount of Amortization, if $________ N/A
any, ahead of (or behind)
Scheduled Amortization
B. CERTAIN ADDITIONAL DATA WITH RESPECT TO
AMOUNTS ON DEPOSIT IN THE PAYMENT
ACCOUNT
Investors should note that funds are applied from the
Payment Account at six month intervals, on each Note
Payment Date. The following data reflects certain
information with respect to amounts on deposit in the
Payment Account as of the close of business on the Monthly Deposit
Date to which this Monthly Noteholder Certificate relates. Actual
allocations of amounts in the Payment Account to principal, interest
and premium will be made only on the next Note Payment Date.
Accordingly, the following data does not necessarily represent, nor
is it intended to represent, the actual allocations to principal,
interest and premium, or the actual amounts which will be paid, on
the next Note Payment Date.
INVESTORS SHOULD ALSO NOTE THAT THE FOLLOWING DATA IS NOT INTENDED
TO REFLECT, AND DOES NOT REFLECT, THE PRIORITY OF PAYMENTS ON THE
NEXT NOTE PAYMENT DATE. THE PRIORITY OF PAYMENTS ON THE NEXT NOTE
PAYMENT DATE IS EXPECTED TO BE AS FOLLOWS:3 (I) INTEREST (EXCLUDING
INTEREST ON PREMIUMS) ON THE TIMBER NOTES, (II) MINIMUM PRINCIPAL
AMORTIZATION AMOUNT ON THE CLASS [INSERT THE CLASS OR CLASSES
EXPECTED TO HAVE A MINIMUM PRINCIPAL AMORTIZATION AMOUNT ON THE NEXT
NOTE PAYMENT DATE] TIMBER NOTES, (III) DEPLETION AMORTIZATION AMOUNT
TO BE PAID ON THE CLASS [INSERT THE CLASS OR CLASSES EXPECTED TO
RECEIVE PAYMENTS OF DEPLETION AMORTIZATION AMOUNT ON THE NEXT NOTE
PAYMENT DATE] TIMBER NOTES, (IV) INTEREST ON PREMIUMS, (V)
PREPAYMENT PREMIUMS [, NON-REGISTRATION PREMIUMS]4 AND/OR DEFICIENCY
PREMIUMS AND (VI) [SCHEDULED AMORTIZATION AMOUNT] [A PAYMENT IN
RESPECT OF SCHEDULED AMORTIZATION IN THE AMOUNT OF $______] TO BE
PAID ON THE CLASS [INSERT THE CLASS OR CLASSES EXPECTED TO RECEIVE
PAYMENTS OF SCHEDULED AMORTIZATION AMOUNT OR IN RESPECT OF SCHEDULED
AMORTIZATION ON THE NEXT NOTE PAYMENT DATE] TIMBER NOTES. TO THE
EXTENT THAT FUNDS AVAILABLE IN THE PAYMENT ACCOUNT ARE INSUFFICIENT
TO PAY IN FULL THE [SCHEDULED AMORTIZATION AMOUNT] [PAYMENT IN
RESPECT OF SCHEDULED AMORTIZATION IN THE AMOUNT OF $______]
ON THE [INSERT THE CLASS OR CLASSES EXPECTED TO RECEIVE PAYMENTS OF
SCHEDULED AMORTIZATION AMOUNT OR IN RESPECT OF SCHEDULED
AMORTIZATION ON THE NEXT NOTE PAYMENT DATE] ON THE NEXT NOTE PAYMENT
DATE, THE REMAINDER OF SUCH [SCHEDULED AMORTIZATION AMOUNT] [PAYMENT
IN RESPECT OF SCHEDULED AMORTIZATION] IS EXPECTED TO BE PAID FROM
THE SCHEDULED AMORTIZATION RESERVE ACCOUNT. [NOTE: IF THE ISSUER
CANNOT MAKE THE STATEMENTS IN CLAUSE (VI) OR IN THE PRECEDING
SENTENCE, IT MAY MODIFY THE DISCLOSURE UNDER THIS SECTION B AS IT
DEEMS APPROPRIATE IN THE CIRCUMSTANCES].
4. Payment Account Balance $________ N/A
5. Accrued Interest (excluding
interest on Premiums) to Monthly
Deposit Date
Class A-1 Timber Notes $________ $________
Class A-2 Timber Notes $________ $________
Class A-3 Timber Notes $________ $________
6. Accrued Interest on Premium to
Monthly Deposit Date
Class A-1 Timber Notes $________ $________
Class A-2 Timber Notes $________ $________
Class A-3 Timber Notes $________ $________
7. Accrued Prepayment[, Non- Registration]5 $________ N/A
and/or Deficiency Premiums to
Monthly Deposit Date
The accrued Premiums, if any, consist of the
following:
[Describe (and indicate the aggregate
amount of and amount per $1,000 original principal
amount of) the accrued Premiums, if any, in
respect of each Class of Timber Notes]
8. Amount Deposited to Payment $________ N/A
Account since last Note Payment
Date in respect of Prepayment
Premium Provision less any
Prepayment Provision Refundable
Amounts since last Note Payment
Date
9. Excess of Payment Account Balance $________ N/A
over total of amounts in Nos. 5
through 8 (or Deficiency)
10. Aggregate Minimum Principal $________ N/A
Amortization Amount for next Note
Payment Date
11. Excess of Payment Account Balance $________ N/A
over total of amounts in Nos. 5
through 8 and 10 (or Deficiency)
12. Aggregate [Scheduled Amortization $________ N/A
Amount] [payments in respect of
Scheduled Amortization] expected
to be paid on the next Note
Payment Date from the Payment
Account and/or the Scheduled
Amortization Reserve Account
[Note: Items 4 through 12 need not be included in Monthly
Noteholder Certificate for any Monthly Deposit Date which
is also a Note Payment Date. On such dates, the Monthly
Noteholder Certificate shall include the following
statement:
"B. APPLICATION OF PAYMENT ACCOUNT FUNDS
------------------------------------
A statement of the payments on the Timber Notes from the
Payment Account and the Scheduled Amortization Reserve
Account on the Monthly Deposit Date to which this
Certificate relates is set forth in Section "A" of the
accompanying Note Payment Noteholder Certificate."]
III. Prevailing SBE Price Data for the Monthly
Period preceding the Monthly Deposit Date
Old Growth Redwood $________/Mbf
Young Growth Redwood $________/Mbf
Old Growth Douglas Fir $________/Mbf
Young Growth Douglas Fir $________/Mbf
Whitewoods $________/Mbf
Note: The Issuer may, at its option, include additional
information and/or appropriate textual explanations of any
items.
<FN>
- ----------------------
3 If a Line of Credit Acceleration has occurred or an
Acceleration Event under the Line Credit exists
on the Note Payment Date, all amounts owing to the
Liquidity Providers (other than any Additional
Liquidity Provider Fees and any Supplemental
Liquidity Provider Interest) must be paid in full
from the Payment Account before any other amounts
may be paid from the Payment Account. In addition,
if there has been a Termination Advance under a
Line of Credit that has not been replaced, accrued
interest and certain principal payments in respect
of outstanding Advances under the Line of Credit
will be paid from the Payment Account. No
circumstance currently exists which would require
any payments to the Liquidity Providers from the
Payment Account, and the Issuer does not believe
that such circumstances will exist, on the next
Note Payment Date. Accordingly, the following
information under this Section B is prepared on
the assumption that no such circumstance will
exist on the next Note Payment Date. [Note: If the
Issuer cannot make the statements in the two
preceding sentences on the Monthly Deposit Date,
it may modify the disclosure under this Section B
as it deems appropriate in the circumstances.]
4 Insert only if applicable.
5 Insert only if applicable.
</FN>
</TABLE>
Exhibit 7
REVISED
Exhibit E to
Indenture
---------
Note Payment Trustee Certificate
The undersigned, the _____________ of Scotia Pacific Company LLC (the
"Issuer"), DOES HEREBY CERTIFY on behalf of the Issuer:
1. This Note Payment Trustee Certificate is delivered pursuant
to Section 5.7(e) of the Indenture (the "Indenture") dated
as of July 20, 1998, as supplemented and in effect on the
date hereof, between the Issuer and State Street Bank and
Trust Company, as Trustee (the "Trustee"), in connection
with the Note Payment Date next succeeding the date of this
Note Payment Certificate.
2. The undersigned has reviewed or is otherwise familiar with
the provisions of Sections 5.7(a), (b), (c) and (d) of the
Indenture.
3. In the opinion of the undersigned, the undersigned has made
such examination or investigation as is necessary to enable
him or her to express an informed opinion on the matters
referred to herein.
4. To the best of the undersigned's knowledge, the calculations
in this Note Payment Trustee Certificate are in compliance
with Sections 5.7(a), (b), (c) and (d) of the Indenture.
5. Terms used but not defined herein shall have the meaning set
forth in the Indenture.
Delivered this ___ day of ________, _____.
SCOTIA PACIFIC COMPANY LLC
By:___________________________
Name:
THE MATERIAL IN THIS NOTE PAYMENT TRUSTEE
CERTIFICATE IS TO BE MAINTAINED AS CONFIDENTIAL
Summary of Amounts
Payable to Noteholders and Liquidity Providers
<TABLE>
<CAPTION>
Per $1,000
of original
principal
Total amount
----- -----------
<S> <C> <C>
1. Interest
(a) Class A-1 Timber Notes
(No. 1(a) + 2(a) of Part B of
Schedule B) $_______ $_______
(b) Class A-2 Timber Notes
(No. 1(b) + 2(b) of Part B of
Schedule B) $_______ $_______
(c) Class A-3 Timber Notes
(No. 1(c) + 2(c) of Part B of
Schedule B) $_______ $_______
(d) Payable to Liquidity
Providers (No. 1(d) of Part B
of Schedule B) $_______ N/A
2. Principal
(a) Class A-1 Timber Notes
(portion of No. 4 of Part B of
Schedule B plus portion of Nos. 6, 9
and 10 of Part B of Schedule B and
No. 1 of Part C of Schedule B applicable to
Class A-1 Timber Notes $_______ $_______
(b) Class A-2 Timber Notes
(portion of No. 4 of Part B of
Schedule B plus portion of
Nos. 6, 9 and 10 of Part B of
Schedule B and No. 1 of Part C
of Schedule B applicable to
Class A-2 Timber Notes $_______ $_______
(c) Class A-3 Timber Notes
(portion of No. 4 of Part B of Schedule B
plus portion of Nos. 6, 9 and 10 of Part
B of Schedule B and No. 1 of
Part C of Schedule B applicable to
Class A-3 Timber Notes $_______ $_______
(d) Payable to Liquidity
Providers (No. 5 of Part B
of Schedule B) $_______ N/A
3. Interest on Premium
(a) Class A-1 Timber Notes (portion of No. 7 of
Part B of Schedule B applicable to the
Class A-1 Timber Notes) $_______ $_______
(b) Class A-2 Timber Notes
(portion of No. 7 of Part B of
Schedule B applicable to the
Class A-2 Timber Notes) $_______ $_______
(c) Class A-3 Timber Notes
(portion of No. 7 of Part B of Schedule B
applicable to the
Class A-3 Timber Notes) $_______ $_______
4. Premium
(a) Class A-1 Timber Notes
(portion of No. 8 of Part B of
Schedule B applicable to the
Class A-1 Timber Notes) $_______ $_______
(b) Class A-2 Timber Notes
(portion of No. 8 of Part B of
Schedule B applicable to the
Class A-2 Timber Notes) $_______ $_______
(c) Class A-3 Timber Notes
(portion of No. 8 of Part B of Schedule B
applicable to the
Class A-3 Timber Notes) $_______ $_______
Class Class Class
A-1 A-2 A-3
-------- -------- --------
<S> <C> <C> <C>
5. Beginning Principal
Balance $_______ $_______ $______
6. Ending Principal Balance $_______ $_______ $______
</TABLE>
Schedule A
<TABLE>
<CAPTION>
Computation of interest to be distributed on Note Payment Date pursuant to
clause (i) of Section 5.7(b) of the Indenture.
<S> <C>
1. Interest on the Timber Notes
(including interest on past due
principal and interest, if any, but
not including interest on
Premiums)
(a) Class A-1 Timber Notes $_________
(b) Class A-2 Timber Notes $_________
(c) Class A-3 Timber Notes $_________
(d) all Classes of Timber Notes $_________
2. Interest (other than any Supplemental
Liquidity Provider Interest), if any,
payable to the Liquidity Providers $_________
3. Total Interest to be distributed
on Note Payment Date pursuant to
clause (i) of Section 5.7(b)
(No. 1(d) plus No. 2) $_________
Computation of amount, if any, to be deposited in Payment Account pursuant to
Section 5.7(a)(i) of the Indenture:
4. Amount expected to be in Payment Account
on Note Payment Date in the absence of
any deposit from a borrowing under the
Line of Credit Agreement or a withdrawal
from the Liquidity Account pursuant to
Section 5.7(a)(i) of the Indenture
(Item 5 of Part A of Schedule B) $_________
Computation of borrowing under Line of Credit Agreement, or withdrawal
from Liquidity Account, pursuant to Section 5.7(a)(i) of the Indenture
5. Deficiency (No. 3 minus No. 4, if
No. 3 is greater than No. 4) $________1
6. Portion of deficiency attributable
to the Timber Notes (the product
of (a) No. 1(d) divided by No. 3
and (b) No. 5) $________
7. Amount of funds available under the
Line of Credit Agreement $________
8. Amount to be borrowed by the Issuer
under the Line of Credit Agreement for
deposit in the Payment Account pursuant
to Section 5.7(a)(i) of the Indenture
(the lesser of No. 7 and No. 6) $________2
[Note, if No. 8 equals No. 6, enter zero
in No. 11 and the balance of this
Schedule A need not be completed)
9. Remaining portion of deficiency
(No. 6 minus No. 8)
10. Amount, if any, available in the Liquidity
Account (No. 4 + 6 - 5 from Schedule D
of current Monthly Trustee Certificate) $________
11. Amount to be transferred from the Liquidity
Account to the Payment Account on the Note
Payment Date pursuant to Section 5.7(a)(i)
of the Indenture (the lesser of No. 9
and No. 10) $________
<FN>
- ----------------
1 If No. 4 exceeds No. 3, enter zero in Nos. 5, 8 and 11 and
the balance of this Schedule A need not be completed.
2 If there is an amount in No. 8, the Note Payment Trustee
Certificate shall be accompanied by a copy of the Notice of
Borrowing in respect of such amount given by the Issuer
pursuant to the Line of Credit Agreement.
</FN>
</TABLE>
Schedule B
<TABLE>
<CAPTION>
<S> <C>
A. Computation of Balance to be in
Payment Account as of 1:00 p.m.
on the Note Payment Date
1. Balance in Payment Account as of
opening of business on the date of
this Note Payment Trustee Certificate $________
2. Interest expected to be earned on
Payment Account funds from and in-
cluding the date of this Note Payment
Trustee Certificate to 1:00 p.m. on
the relevant Note Payment Date $________
3. Transfers to be made from Collection
Account to Payment Account on the relevant
Note Payment date (Sum of Items 5, 6, 8,
10(b), 10(e) and 10(f) of Part II to current
Monthly Trustee Certificate) $________
4. Voluntary deposit to be made on the
relevant Note Payment Date pursuant
to Section 5.7(a)(ii) of the Indenture
from funds available to the Issuer $________
5. Subtotal (Sum of Nos. 1 through 4) $________
6. Deposit to be made in the Payment
Account on the relevant Note Payment
Date pursuant to Section 5.7(a)(i)
of the Indenture (No. 8 + No. 11,
Schedule A) $________
7. Aggregate amount expected to be in
the Payment Account (exclusive of amounts
that may be deposited pursuant to Section
5.10 or 5.8 of the Indenture) on the relevant
Note Payment Date (No. 5 + No. 6) $________
B. Required Distributions from Payment Account
on Note Payment Date pursuant to clauses (i)
through (xi) of Section 5.7(b) of the Indenture
1. Amount to be distributed pursuant to
clause (i) of Section 5.7(b) (the
lesser of No. 3 and No. 4, Schedule A) $________
The amount to be distributed pursuant
to clause (i) of Section 5.7(b) to the
holders of each Class of Timber Notes
and to the Liquidity Providers is as
follows: $________
(a) to the holders of Class A-1
Timber Notes (the lesser of (i) the
amount set forth in No. 1(a) of
Schedule A and (ii) (A) the amount
set forth in No. 1(a) of Schedule A
multiplied by (B) No. 4 of Schedule
A divided by No. 3 of Schedule A) $________
(b) to the holders of the Class A-2
Timber Notes (the lesser of (i)
the amount set forth in No. 1(b)
of Schedule A and (ii) (A) the amount
set forth in No. 1(b) of Schedule A
multiplied by (B) No. 4 of Schedule A
divided by No. 3 of Schedule A) $________
(c) to the holders of the
Class A-3 Timber Notes (the
lesser of (i) the amount set
forth in No. 1(c) of Schedule A
and (ii) (A) the amount set
forth in No. 1(c) of Schedule A
multiplied by (B) No. 4 of
Schedule A divided by No. 3
of Schedule A) $________
(d) to the Liquidity Providers
(the lesser of (i) the amount
set forth in No. 2 of Schedule A
and (ii)(A) the amount set forth
in No. 2 of Schedule A
multiplied by (B) No. 4 of
Schedule A divided by No. 3 of
Schedule A) $________
2. Amount to be distributed pursuant to
clause (ii) of Section 5.7(b) (Sum
of Items 8 and 11 of
Schedule A). $________
The amount to be distributed pursuant
to clause (ii) of Section 5.7(b) to
the holders of each Class of Timber
Notes is as follows:
(a) to the holders of Class A-1
Timber Notes (the lesser of
(i) No. 1(a) of Schedule A minus
No. 1(a) of this Part B and
(ii)(A) No. 1(a) of Schedule A
minus No. 1(a) of this Part B
multiplied by (B) a fraction, the
numerator of which is the amount
to be distributed pursuant to
clause (ii) of Section 5.7(b)
and the denominator of which is
equal to the sum of Nos. 1(a),
1(b) and 1(c) of Schedule A minus
the sum of Nos. 1(a), 1(b) and
1(c) of this Part B) $________
(b) to the holders of Class A-2
Timber Notes (the lesser of (i) No. 1(b)
of Schedule A minus No. 1(b) of this
Part B and (ii)(A) No. 1(b) of Schedule
A minus No. 1(b) of this Part B
multiplied by (B) a fraction, the
numerator of which is the amount
to be distributed pursuant to clause (ii)
of Section 5.7(b) and the denominator
of which is equal to the sum of
Nos. 1(a), 1(b) and 1(c) of Schedule A
minus the sum of Nos. 1(a), 1(b) and
1(c) of this Part B) $________
(c) to the holders of Class
A-3 Timber Notes (the lesser of
(i) No. 1(c) of Schedule A minus
No. 1(c) of this Part B and
(ii)(A) No. 1(c) of Schedule A
minus No. 1(c) of this Part B
multiplied by (B) a fraction, the
numerator of which is the amount
to be distributed pursuant to
clause (ii) of Section 5.7(b)
and the denominator of which is
equal to the sum of Nos. 1(a),
1(b) and 1(c) of Schedule A minus
the sum of Nos. 1(a), 1(b) and
1(c) of this Part B) $________
3. Transfer to Liquidity Account (lesser
of No. 3, Schedule C or amount re-
maining in Payment Account after
distribution of preceding Items) $________
4. Minimum Principal Amortization Amount
(lesser of No. 3, Schedule D for all
Classes of Timber Notes or amount
remaining in Payment Account after
distribution of preceding Items) [If
there is an amount in this Item,
indicate the Class or Classes of
Timber Notes to which the Minimum
Principal Amortization Amount is
payable.] $________
5. Lesser of Line of Credit Amortization
Amount, if any, or amount remaining
in Payment Account after distribution
of Preceding Items, to the Liquidity
Providers $_________
6. Depletion Amortization Amount (lesser
of No. 13, Schedule E or amount
remaining in Payment Account after
distribution of preceding Items).
[If there is an amount in this Item,
indicate the Class or Classes of Timber
Notes to which the Depletion
Amortization Amount is payable.] $________
7. Lesser of interest on Premium or amount
remaining in Payment Account after
distribution of preceding Items. [If
there is an amount in this Item, indicate
the Class or Classes of Timber Notes to
which the interest on Premium is payable.] $________
8. Premium (lesser of No. 17 (total for all
three columns), Schedule F or amount
remaining in Payment Account after
distribution of preceding Items) [If
there is an amount in this Item,
indicate the Class or Classes (or, in
the case of Non-Registration Premiums,
the Timber Notes) entitled to such
amount.] $________
9. To Noteholders to prepay principal
of, and any Prepayment Premium on,
the Timber Notes due to
(A) Trapping Event or Cash Retention
Event $
(B) Option of Issuer $
(C) Deposit to Payment Account pursuant
to Section 5.8 of Indenture (proceeds
of title insurance) or 5.10 of Indenture
(transfer from Prefunding Account) $________3
10. To Noteholders to prepay principal
of the Timber Notes in respect of
Scheduled Amortization $________
11. To Issuer $________
12. Sum of Nos. (1) through (11) (must be
equal to No. (7), Part A plus No. (9C)
of this Part B) $________
C. Required Distributions from Scheduled
Amortization Reserve Account pursuant
to Section 5.7(c) of the Indenture
1. To Noteholders to prepay principal of the
Timber Notes (No. 7 of Schedule G) $________
<FN>
- -----------------
3 [$_____ of this Amount is to be transferred from the
Prefunding Account to the Payment Account pursuant to Section
5.10 of the Indenture. The Issuer hereby directs that such
transfer be made on the Note Payment Date.] [Include only if
there is to be a transfer from the Prefunding Account to the
Payment Account on the Note Payment Date.]
</FN>
</TABLE>
Schedule C
Computation of Transfers to and from
Liquidity Account Under
5.07(a)(i) and 5.07(b)(iii)
[Note, if the answer to Item 1 of Schedule D to the current Monthly
Trustee Certificate is "No," enter zero in Nos. (1) and (4) and the balance of
this Schedule need not be completed.]
<TABLE>
<CAPTION>
<S> <C>
1. Amount to be transferred to Payment
Account from Liquidity Account pursuant
to Section 5.7(a)(i) of the Indenture
(No. 11, Schedule A) $________
2. Remaining balance in Liquidity Account
(No. 10, Schedule A, minus No. 1 of
this Schedule C) $________
3. Required Liquidity Amount (No. 3 of
Schedule D of current Monthly
Trustee Certificate) $________
4. Transfer to Liquidity Account under
Section 5.07(b)(iii) (No. (3) - (2), if
No. (3) is greater than No. (2)) $________
</TABLE>
Schedule D
Computation of Minimum Principal Amortization Amount
<TABLE>
<CAPTION>
Class A-1 Class A-2 Class A-3
<S> <C> <C> <C>
1. Sum of Minimum Principal
Amortization on or prior to Note
Payment Date (Schedule B to
Indenture) $________ $________ $________
2. Principal paid on Timber Notes of
each Class prior to Note Payment
Date $________ $________ $________
3. Minimum Principal Amortization
Amount for each Class of Timber
Notes (Nos. 1-2, but not below zero) $________ $________ $________
</TABLE>
Schedule E
Computation of Depletion Amortization Amount
<TABLE>
<CAPTION>
<S> <C>
1. Aggregate amount expected to be in
Payment Account on the relevant Note
Payment Date (No. 7 of Part A to
Schedule B) $________
2. Aggregate Minimum Principal
Amortization Amount (No. 3,
Schedule D (sum of all three columns)) $________
3. Accrued and unpaid interest (excluding interest on Premiums) on the
Timber Notes to the 20th day of the month (No. 1(d) of
Schedule A) $________
4. Interest, if any, payable to the
Liquidity Providers (No. 2 of
Schedule A) $________
5. Line of Credit Amortization Amount,
if any, payable to the Liquidity
Providers $________
6. Minimum Obligations as of the Note
Payment Date (Sum of 2 through 5 ) $________
7. Subtotal (No. 1 - No. 6) $________
8. Principal Balance of Timber Notes
(prior to any payments on such Note
Payment Date) $________
9. Adjusted Debt Obligations (No.
8 - No. 2) $________
10. Discounted Servicing Obligation
(No. 5 of Schedule E to current
Monthly Trustee Certificate) $________
11. Total Collateral Value (No. 13
of Schedule E to current Monthly
Trustee Certificate) $________
12. Excess Debt Obligations Amount
(Nos. 9 + 10 - 11) $________
13. Depletion Amortization Amount (lesser
of Nos. 7 and 12) $________
</TABLE>
Schedule F
Computation of Premium
<TABLE>
<CAPTION>
A-1 A-2 A-3
<S> <C> <C> <C>
1. Sum of Scheduled Amortization
on or before Note Payment Date
(Schedule B to Indenture) $__________ $__________ $__________
2. Aggregate Amount of Principal
paid prior to Note Payment Date $__________ $__________ $__________
3. Scheduled Amortization Amount
(No. 1 - 2, not below zero) $__________ $__________ $__________
4. Principal to be paid on Timber
Notes on the Note Payment Date
(Nos. 2(a), (b) and (c) of
Summary) $__________ $__________ $__________
5. Excess Payment (No. 4 - No. 3,
if 4 is greater than 3) $__________ $__________ $__________
6. Payment Deficiency (No. 3 -
No. 4, if 3 is greater than 4) $__________ $__________ $__________
Calculation of Prepayment
Premium Amount4
Relevant Treasury Yield:
Reinvestment Yield:
7. PV of Excess Payment $__________ $__________ $__________
8. Sum of PV of interest that would
have accrued on Excess Payment $__________ $__________ $__________
9. Prepayment Premium Amount
(Nos. 7 + 8 - No. 5, not below
zero) $__________ $__________ $__________
Calculation of Deficiency
Premium Amount
10. Payment Deficiency as of preced-
ing Note Payment Date (No. 6
from Schedule F to preceding
Note Payment Trustee Certifi-
cate) $__________ $__________ $__________
11. Interest on No. 10 from preceding
Note Payment Date to current Note
Payment Date (consisting of 180
days) at 1.50% per annum $__________ $__________ $__________
Calculation of Total Premium
12. Accrued and unpaid Premium, if
any, as of close of business on
last Note Payment Date $__________ $__________ $__________
13. Subtotal Premium (Nos. 9,
11 and 12) $__________ $__________ $__________
14. Are Non-Registration Premiums
owing on any Timber Notes
_____ NO _____ YES
15. If the answer to No. 14 is YES,
indicate the Timber Notes with
respect to which the Registration
Default exists or existed and the
amount of Non-Registration
Premium payable in respect of
each of such Timber Notes
16. Non-Registration Premiums payable
in respect of Timber Notes as to
which a Registration Default exists
or existed of each Class $__________ $__________ $__________
17. Total Premiums (No. 13 + 16) $__________ $__________ $__________
<FN>
- ---------------
4 Nos. (7) and (8) need be completed for a Class of Timber
Notes only if there is an Excess payment for such Class. If
there is no Excess Payment for a Class of Timber Notes, enter
zero in No. (9) for such Class.
</FN>
</TABLE>
Schedule G
Computation of Distribution from
Scheduled Amortization Reserve Account
<TABLE>
<S> <C>
1. Aggregate unpaid principal amount
of outstanding Timber Notes as of
the opening of business on the
Note Payment Date $__________
2. Payments of principal from the Payment Account on the Note Payment Date
pursuant to clauses (iv), (vi), (ix) and (x) of Section 5.7(b) of the
Indenture (sum of Nos. 4, 6, 9 and
10 of Part B of Schedule B) $__________
3. Subtotal (No. 1 minus No. 2) $__________
4. Scheduled Principal Amount for the
Note Payment Date $__________
5. Subtotal (excess, if any, of No. 4
over No. 3) $__________
6. Amount to be on deposit in the Scheduled
Amortization Reserve Account on the
Note Payment Date (after giving effect to
all deposits to the Scheduled Amortization
Reserve Account on the Note Payment
Date pursuant to subclause "first" of
clause "Third" of Section 5.3(x) (Item
10(c) of Part II of current Monthly Trustee
Certificate) or Section 13.2 of the Indenture $__________
7. Scheduled Amortization Deficiency
(excess, if any, of No 5 over No. 6) $__________
8. Amount available under Scheduled
Amortization Line of Credit Agreement $__________
9. Amount to be borrowed under Scheduled
Amortization Line of Credit Agreement
(lesser of No. 7 and No. 8) $__________
10. Prepayment of principal on the Note Payment Date from the Scheduled
Amortization Reserve Account (lesser of
No. 5 and the sum of No. 6 and No. 9) $__________
</TABLE>
General Provision
This Exhibit E may be modified by the Issuer and the Trustee if (i)
such modification has been approved by a resolution of the Board of Managers of
the Issuer, including all Independent Managers and (ii) either (A) such
modification is to cure any ambiguity, omission, defect or inconsistency in this
Exhibit E, or to add additional items (provided, that no such modification may
adversely affect the interests of Noteholders) or (B) such modification is
necessary to conform any of the provisions of this Exhibit E to the provisions
of the Indenture or (C) such modification is necessary to take account of the
issuance of any Additional Timber Notes or (D) such modification shall have
received Rating Agency Confirmation and (iii) the Issuer shall have delivered to
the Trustee an Officer's Certificate as to compliance with the preceding clauses
(i) and (ii).
In the event of any conflict between the provisions of the Indenture
and this Exhibit E the provisions of the Indenture shall govern.
