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Exhibit 10.38
Amendment of Tax Allocation
Agreement
Between
MAXXAM Inc.
and
MAXXAM Group Inc.
WHEREAS, MAXXAM
Inc. ("MAXXAM") and MAXXAM Group Inc. ("MGI") executed a tax
allocation agreement as of August 4, 1993 covering all taxable
years during which MGI is included in MAXXAM's Federal consolidated
income tax returns (the " MGI Tax Allocation Agreement");
and
WHEREAS, MGI is
currently a member of the affiliated group within the meaning of
Section 1504(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), of which MAXXAM is the common parent corporation (the
"Group"); and
WHEREAS,
pursuant to an Amendment of Tax Allocation Agreement dated as of
December 31, 2001, MAXXAM and The Pacific Lumber Company, a wholly
owned indirect subsidiary of MAXXAM, amended a tax allocation
agreement dated as of March 23, 1993 (the "Amended PL Tax
Allocation Agreement"); and
WHEREAS, MAXXAM
and MGI desire to amend the MGI Tax Allocation Agreement in a
manner similar to the Amended PL Tax Allocation Agreement as
contemplated herein.
NOW, THEREFORE,
MAXXAM and MGI hereby agree to the following amendments to the MGI
Tax Allocation Agreement effective for perio
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