Exhibit 10.41
Amendment of Tax Allocation
Agreement
Between
MAXXAM Inc.
and
The Pacific Lumber
Company
WHEREAS, MAXXAM
Inc. ("MAXXAM"), The Pacific Lumber Company ("Pacific Lumber"),
Scotia Pacific Holding Company ("Scotia"), and Salmon Creek
Corporation ("Salmon Creek") executed a tax allocation agreement as
of March 23, 1993 covering all taxable years during which Pacific
Lumber, Scotia, and Salmon Creek were included in MAXXAM's Federal
consolidated income tax returns (the "Tax Allocation Agreement");
and
WHEREAS,
Pacific Lumber 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,
Scotia, a wholly owned subsidiary of Pacific Lumber, is no longer a
member of the Group as a result of being merged into a newly formed
wholly-owned subsidiary of Pacific Lumber, Scotia Pacific Company
LLC ("Scotia LLC"), on July 20, 1998; and
WHEREAS, Scotia
LLC is not a member of the Group since it is a single member
limited liability company which has not elected to be treated as an
association taxable as a corporation and, therefore, is treated as
a division of Pacific Lumber pursuant to Treasury Regulation
ss.301.7701-3(b)(1); and
WHEREAS, Salmon
Creek Corporation, a wholly owned subsidiary of Pacific Lumber, is
no longer a member of the Group as a result of being c
