{"id":42922,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/timber-supply-agreement-john-hancock-mutual-life-insurance-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"timber-supply-agreement-john-hancock-mutual-life-insurance-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/timber-supply-agreement-john-hancock-mutual-life-insurance-co.html","title":{"rendered":"Timber Supply Agreement &#8211; John Hancock Mutual Life Insurance Co. and Willamette Industries Inc."},"content":{"rendered":"<pre>\n\n                                 TIMBER SUPPLY\n                                   AGREEMENT\n\n\nDATE:           May 15, 1996\n\nBETWEEN:        JOHN HANCOCK MUTUAL LIFE                                ('JH')\n                INSURANCE COMPANY\n\nAND:                  WILLAMETTE INDUSTRIES, INC.                       ('WI')\n\n\nRecitals:\n\n    A.    Pursuant to Asset Sale, Purchase and Transfer Agreement dated\nApril 23, 1996 ('Purchase Agreement'), JH has on the date hereof acquired from\nWI, or has obtained options to purchase from WI, certain timberlands located\nin the State of Oregon, as more fully described therein ('Timberlands').\n\n    B.    The Purchase Agreement requires that JH grant to WI a right of\nfirst offer with respect to certain logs harvested from that portion of the\nTimberlands subject to a certain Right of First Offer Agreement between the\nparties dated May 15, 1996 ('First Offer Agreement') as set forth in this\nAgreement ('Agreement') setting forth the terms and conditions on which WI\nshall be entitled to exercise such right.\n\nAgreements:\n\n    In consideration of the foregoing and the mutual covenants of the parties\nset forth in this Agreement, the parties agree as follows:\n\n    1.    Defined Terms.  For all purposes of this Agreement, the following\nterms, when capitalized, shall have the following meanings:\n\n          1.1   'First Offer Lands' means that portion of the Timberlands\nfrom time to time subject to the First Offer Agreement.  The First Offer\nAgreement sets forth certain exemptions under which JH may cause certain\nportions of the Timberlands to be permanently exempt from subjectivity to such\nAgreement.  Until such time as JH has utilized an exemption to remove a\nspecified portion of the Timberland from subjectivity to the Right of First\nOffer Agreement, such portion shall be deemed subject to said Agreement.\n\n          1.2   'Export Logs' shall mean all species of Logs harvested from\nthe First Offer Lands which, under current market conditions as of the date of\nharvest, and the standards of the industry, would commonly be sold on the\nexport market, divided into the following two categories:\n\n                1.2.1 high-end quality; includes regular Japan quality 8' and\n          larger; and\n\n                1.2.2 low-end quality; includes regular Korean and China\n          quality 8' and larger.\n\n          1.3   'Domestic Logs' shall mean all species of Logs harvested from\nthe First Offer Lands which, under current market conditions as of the date of\nharvest, and the standards of the industry, would commonly be sold on the\ndomestic market, divided into the following two categories:\n\n                1.3.1 saw logs 8' and larger suitable for the manufacture of\n          standard and better lumber; and \n\n                1.3.2 chip and saw logs 5', 6' and 7' in diameter suitable\n          for the manufacture of chips and standard and better lumber.\n\n          1.4   'Pulp Logs' shall mean all species of Logs harvested from the\nFirst Offer Lands which, under current market conditions as of the date of\nharvest, and the standards of the industry, including utility, special\n(peelable) cull, and highly defective grade logs, would commonly be sold on\nthe pulp market.\n\n          1.5   'Logs' shall mean all Export, Domestic and Pulp Logs.\n\n          1.6   'Category' shall mean any of the following five groups:\n\n                1.6.1 the type of Export Logs described in Section ;\n\n                1.6.2 the type of Export Logs described in Section ;\n\n                1.6.3 the type of Domestic Logs described in Section ;\n\n                1.6.4 the type of Domestic Logs described in Section ; and\n\n                1.6.5 the Logs described in Section .\n\n    2.    Right of First Offer.  JH hereby grants to WI the exclusive right\nof first offer with respect to 25% of each Category of Logs harvested from the\nFirst Offer Lands, subject to and in accordance with the terms and conditions\nset forth in this Agreement.  Without limiting the generality of the\nforegoing, JH agrees that it shall not offer to sell,  negotiate regarding the\nsale of, nor enter into an agreement to sell any Logs subject to this\nAgreement to any third party until and unless WI has failed to give a timely\nAcceptance Notice (defined in Section ) with regard to such Logs.\n\n    3.    Notices of Availability and Price.  Not later than twenty (20) days\nprior to the end of each fiscal quarter (as elected by JH from time to time\nfor its Log harvest and marketing purposes) during the Term (defined in\nSection ), JH shall give WI written notice in substantially the form attached\nas Exhibit A ('Notice of Availability') setting forth the approximate volume\nof Logs (indicating the volume in each Category which JH expects to have\navailable for sale during the following fiscal quarter; provided, however,\nthat JH shall not be required to give a Notice of Availability if, at the time\nsuch notice would otherwise be required hereunder, WI is in default in the\npayment of any amount due JH for Logs previously delivered to WI hereunder. \nFor the purposes of this Agreement, all merchantable Logs 6' in diameter or\nlarger shall be measured and graded using the Official Rules of the Columbia\nRiver Log Scaling and Grading Bureau (or any successor to such bureau agreed\nto by the parties) scribner long log Rule M board feet.  Pulp logs shall be\nmeasured by weight on a per ton (2,000 pounds per ton) basis.  The volume\nestimates set forth in any Notice of Availability shall include estimated\nvolume by species, shall be based on the best information available to JH, and\nshall not be binding with respect to actual volumes delivered.  Not later than\nten (10) days prior to the end of each fiscal quarter during the Term, JH\nshall give WI a Notice of Price\/Acceptance Notice in substantially the form\nattached as Exhibit B setting forth the price(s) at which JH is willing to\nsell to WI 25% of each Category of the Logs described in the Notice of\nAvailability, which price shall be equal to the highest sales price (taking\ninto account any relevant transportation differentials) at which JH is selling\nany portion of the volume not being so offered to WI, pursuant to JH's\nstandard, open market bidding procedures, to customers other than WI who are\nnot affiliated with or controlled by JH.  \n\n          Due to varying market, weather, labor, topographical or other\nconditions, JH may actually harvest greater volumes from one or more harvest\nunits than the estimated volume(s) set forth in the Notice of Availability for\nthe quarter in question.  Should it appear during the progress of the harvest,\nbased on JH's best estimate, that as a result of such excess harvest, the\ntotal volume to be harvested during any such quarter will exceed by at least\n20% the total volume set forth in the initial Notice of Availability for that\nquarter, JH shall promptly transmit to WI a supplemental Notice of\nAvailability setting forth the estimated excess harvest by Category and a\nsupplemental Notice of Price setting forth the highest price for which JH is\nin a position to market such excess volume to customers other than WI not\ncontrolled by or affiliated with JH.\n\n    4.    Acceptance Notice, Procedure and Delivery.  \n\n          4.1   Within five (5) business days after the delivery to WI of any\nNotice of Price\/Acceptance Notice, the Notice of Availability (initial or\nsupplemental) having been timely given as hereinabove provided, WI shall give\nJH written notice by completing, dating and signing the Acceptance Notice\nportion of the Notice of Price\/Acceptance Notice ('Acceptance Notice') if it\nwishes to purchase any Logs which are subject to this Agreement and described\nin the Notice of Availability for the price(s) set forth in the Notice of\nPrice\/Acceptance Notice (initial or supplemental).  WI may accept the offer to\nsell only by electing to buy at least 25% of the volume identified in the\nNotice of Availability in one or more of the Categories defined above in\nSection .\n\n          4.2   If WI gives a timely Acceptance Notice, WI shall thereafter\npurchase from JH, and JH shall thereafter sell to WI, the Logs described in\nsuch Acceptance Notice, for the price(s) set forth in the applicable Notice of\nPrice\/Acceptance Notice.\n\n          4.3   If WI fails to give a timely Acceptance Notice with respect\nto any Logs which have been the subject of a Notice of Availability, JH shall\nthereafter be free to sell such Logs to any third party without any further\nobligation to WI, whether or not the price or terms of any such sale are more\nor less favorable to the purchaser than those offered to WI.\n\n          4.4   Logs purchased by WI under this Agreement shall be delivered\npursuant to JH's usual delivery procedures in which deliveries to each\ncustomer are made throughout the quarter in substantially pro rata shipments,\nusing the percentage of the total anticipated volume for that quarter going to\neach customer.\n\n    5.    Sales Terms and Conditions.  All sales of Logs to WI under this\nAgreement shall be governed by the terms and conditions set forth in the\nNotice of Availability.\n\n    6.    Term.  The term of this Agreement shall expire June 30, 2001, (the\n'Term'), but shall be automatically extended for an unlimited number of\nsuccessive two (2) year terms from the initial or any subsequent expiration\ndate unless either party shall give written notice to the other party, at\nleast one (1) year before the date the Term is due to expire, that it elects\nto allow the Term to expire at the end of the Term then in effect.\n\n    7.    Time of Essence.  Time is of the essence of this Agreement.\n\n    8.    Recordation.  This Agreement shall not be recorded, but the parties\nshall execute and record from time to time as portions of the Timberlands are\npurchased by JH, a Memorandum of this Agreement in the form attached as\nExhibit C, with an attached legal description of the said portion(s) so\npurchased.  Since certain portions of the Timberlands and the timber thereon,\nnot now identified, will be exempt from the First Offer Agreement (and thus\nnot impacted by this Agreement), WI agrees that it will promptly execute and\ndeliver to JH such appropriate release documents in recordable form that JH\nmay reasonably request from time to time so that JH's ability to deal with\nsuch portions not subject to this Agreement will not be unreasonably or \nunduly impeded, hindered or delayed.\n\n    9.    Audit.  WI shall have the right to audit and inspect, using the\nservices of independent public or certified public accounting firms, upon\nreasonable notice during normal office hours, the relevant records of JH or\nits timber manager to verify the accuracy of the price(s) set forth in any\nNotice of Price\/Acceptance Notice to the extent such audit or inspection will\nnot be in violation of any applicable laws.  Prior to any such audit or\ninspection, the auditing or inspection firm shall execute and deliver to JH a\nconfidentiality agreement in standard form in order to protect the\nconfidentiality of the data disclosed by the audit or inspection.\n\n    10.   Force Majeure.\n\n          10.1  WI and JH shall not be liable to each other for any failure\nor delay in delivery or acceptance of delivery of Logs in the event that such\nfailure of delay is due to circumstances beyond the party's reasonable\ncontrol, including, without limitation, inclement weather, fires, labor\ndisputes, acts of God and acts of any governmental body (each of the foregoing\nbeing referred to herein as a 'Force Majeure Event').  The occurrence of a\nForce Majeure Event shall not give either party the right to terminate this\nAgreement.  With respect to any Force Majeure event of the type described in\nthe preceding sentence, the party whose performance is prevented or delayed\nshall use all reasonable efforts to minimize the duration and consequences of\nany failure or delay in delivery or acceptance of delivery resulting from such\nForce Majeure Event and shall give the other party prompt notice of the\noccurrence of such Force Majeure Event.\n\n          10.2  If as a result of a Force Majeure Event WI cannot accept the\nquantity of Logs it has elected to purchase under this Agreement, JH shall\nhave the right to sell Logs to customers other than WI until such time as WI\nshall notify JH that WI is again able to accept delivery of Logs purchased\nfrom JH hereunder.  After WI again proposes to commence acceptance of delivery\nof Logs purchased from JH hereunder, JH shall have the right to deliver any\nLogs otherwise subject to WI's right to purchase under this Agreement, the\nsale of which was contracted for by JH during the period WI did not accept\nLogs subject to this Agreement due to a Force Majeure Event; provided that no\nsuch contract shall be entered into for a term longer than three (3) months\nwithout the prior written consent of WI, which consent shall not be\nunreasonably withheld.\n\n    11.   Confidentiality.  It is recognized that both parties may disclose\nto each other or ascertain in the process of exercising its audit or records\ninspection rights, certain information with respect to their respective\noperations which the other may consider to be private and confidential, the\ndisclosure of which could prove injurious to either party.  Therefore, each\nparty agrees to use any pricing information and proposals and any other\ninformation designated in writing by the other party as confidential solely\nfor the purposes hereof, and to use its best efforts to prevent the disclosure\nof such information (other than information which is or becomes a matter of\npublic knowledge or which has been or is subsequently filed as public\ninformation with any governmental authority) to third parties without the\nprior written consent of the affected party, unless such disclosure is\nrequired by law.\n\n    12.   Cancellation and Termination.\n\n          12.1  In addition to the provisions of Section  hereof, and all\nother remedies available hereunder or under applicable law, this Agreement may\nbe cancelled by either party, at its option exercisable by written notice to\nthe other, if such other party shall default in the performance of any of its\nagreements or obligations herein, and such default continues without cure for\na period of sixty (60) days after written notice from the non-defaulting\nparty.\n\n          12.2  This Agreement may be cancelled by either party, at its\noption exercisable by written notice to the other, in the event the other\nparty (i) files, consents to the filing of, or within 30 days fails to have\nrescinded or to obtain the dismissal of, any petition for relief under any\nfederal or state bankruptcy, insolvency or other similar law, (ii) makes any\nassignment for the benefit of creditors, (iii) fails generally to pay its\ndebts as they come due, (iv) takes any corporate action to authorize any of\nthe foregoing, or (iv) becomes insolvent.\n\n    13.   Relationship of Parties.  In all matters relating to this\nAgreement, both parties shall be acting solely as independent contractors and\nshall be solely responsible for the acts of their employees; and employees of\none party shall not be considered employees of the other party.  Neither party\nshall have any right, power, or authority to create any obligation, express or\nimplied, on behalf of the other party.\n\n    14.   Assignment.  This Agreement shall not be assignable or transferable\nby WI or JH without the consent in writing of the other party, which consent\nshall not be unreasonably withheld, except that either party shall assign this\nAgreement to any corporation formed by consolidation of such party with\nanother corporation or corporations, or into which such party shall be merged,\nor to any corporation, form or person to whom substantially all the property\nof such party is transferred as an entirety (the 'Successor Party').  Upon any\nsuch transfer, all the terms and provisions of this Agreement binding upon, or\ninuring to the benefit of, the party transferring the same shall be binding\nupon, and inure to the benefit of, the Successor Party whether so expressed or\nnot.\n\n    15.   Automatic Release\/Non-Application.  At such time as title to any\nportion of the Timberlands or timber thereon is transferred by JH to a party\nin whose ownership such portion of the Timberlands or timber thereon is not\nsubject to the First Offer Agreement, such property shall no longer be subject\nto this Agreement, except to the extent of the fulfillment of any relevant log\nsale agreement or cutting contract entered into between WI and JH prior to\nsuch change of ownership.  Further, the First Offer Agreement sets forth\ncertain transactions that are exempt from the application thereof.  Subject to\nthe provisions of Section  hereof, JH may utilize any such exemptions without\nfirst affording WI any opportunity to purchase under this Agreement.\n\n    16.   Cutting Contract Bidding.  JH shall not enter into a cutting\ncontract intended to qualify as exempt from the restrictions of the First\nOffer Agreement unless the following conditions are satisfied:  Such cutting\ncontract shall be awarded as the result of a bid solicitation conducted\naccording to JH's normal procedures in such matters, provided that WI shall be\ngiven at least twenty (20) days' written notice of the opportunity to bid,\nsuch notice to be directed as set forth in Section  hereof.\n\n    17.   Designees Bound.  Under the Purchase Agreement, JH has the right to\ncause its designee(s) to acquire a portion of the Timberland at any closing\nunder the Purchase Agreement.  This Agreement shall be binding on such\ndesignee(s).  In such event, reference in this Agreement to 'JH' shall be\ndeemed to include such designee(s), unless the context shall otherwise\nrequire.\n\n    18.   Notices.  Notices under this Agreement shall be effective upon\nactual delivery, if given by hand delivery, telefacsimile, or overnight\ndelivery service, or two (2) business days after the date of mailing, if given\nby certified or registered mail, postage prepaid with return receipt\nrequested.  Notices shall be addressed as follows (or to such other or\nadditional address as either party may designate by written notice to the\nother):\n\n    If to WI:   Willamette Industries\n                P.O. Box 907\n                Albany, OR 97321\n                Attn: Jim A. James, General Manager\n                            Western Timber and Logging \n\n    Copy to:    Duane McDougall, Vice President\n                Building Materials Group\n                Willamette Industries, Inc.\n                2730 Pacific Boulevard S.E.\n                P.O. Box 907\n                Albany, Oregon 97321\n\n    If to JH:   John Hancock Mutual Life Insurance Company\n                John Hancock Plaza\n                200 Clarendon Street\n                P.O. Box 111\n                Boston, MA 02117\n                Attn: Daniel P. Christensen\n                            Hancock Natural Resource Group, Inc.\n\n    Copy to:    Robert Golden, Counsel\n                John Hancock Mutual Life Insurance Company\n                John Hancock Plaza\n                200 Clarendon Street\n                P.O. Box 111\n                Boston, MA 02117\n\n    Copy to:    Stanley G. Renecker or John Gilleland\n                The Campbell Group, Inc.\n                One S.W. Columbia\n                Suite 1720\n                Portland, OR 97258\n\nProvided that any Acceptance Notice under Section 4 hereof shall be given only\nto:\n\n                The Campbell Group, Inc.\n                Suite 1720\n                One S. W. Columbia\n                Portland, OR  97258\n                Attn: Cary Young or Joe Shore\n\n    19.   Binding Effect.  The provisions of this Agreement shall run with\nthe land comprising the Timberlands and shall be binding upon and inure to the\nbenefit of the parties and their respective successors and assigns; provided,\nhowever, that WI shall be entitled to assign its rights under this Agreement\nonly with the prior written consent of JH, which consent shall not be\nunreasonably withheld.\n\n    20.   Waiver.  Failure of either party at any time to require performance\nof any provision of this Agreement shall not limit such party's right to\nenforce such provision, nor shall any waiver of any breach of any provision of\nthis Agreement constitute a waiver of any succeeding breach of such provision\nor a waiver of such provision itself.\n\n    21.   Amendment.  This Agreement may not be modified or amended except by\nthe written agreement of the parties.\n\n    22.   Attorneys' Fees.  If a suit, action, or other proceeding of any\nnature whatsoever (including any proceeding under the U.S. Bankruptcy Code) is\ninstituted in connection with any controversy arising out of this Agreement or\nto interpret or enforce any rights hereunder, the prevailing party shall be\nentitled to recover its attorneys', paralegals', accountants', and other\nexperts' fees and expenses and all other fees and expenses actually incurred\nand reasonably necessary in connection therewith, as determined by the court\nat trial or on any appeal or review, in addition to all other amounts provided\nby law.\n\n    23.   Severability.  If any term or provision of this Agreement or the\napplication thereof to any person or circumstance shall to any extent be\ninvalid or unenforceable, the remainder of this Agreement and the application\nof such term or provision to persons or circumstances other than those as to\nwhich it is held invalid or unenforceable shall not be affected thereby, and\neach term or provision of this Agreement shall be valid and enforceable to the\nfullest extent permitted by law.\n\n    24.   Integration.  This Agreement contains the entire agreement and\nunderstanding of the parties with respect to the subject matter hereof and\nsupersedes all prior and contemporaneous agreements between them with respect\nto such subject matter, excepting only those agreements noted in this\nAgreement.\n\n    25.   Construction and Interpretation.  The headings or titles of the\nsections of this agreement are intended for ease of reference only and shall\nhave no effect whatsoever on the construction or interpretation of any\nprovision of this Agreement.  The use in this Agreement of the words\n'including,' 'such as,' and words of similar import following any general\nstatement, term, or matter shall not be construed to limit such statement,\nterm, or matter in any manner, whether or not language of non-limitation (such\nas 'without limitation' or 'but not limited to') is used in connection\ntherewith, but rather shall be deemed to refer to all other items or matters\nthat could reasonably fall within the scope of the general statement, term, or\nmatter.  All provisions of this Agreement have been negotiated at arms length,\nand this Agreement shall not be construed for or against any part by reason of\nthe authorship or alleged authorship of any provision hereof.\n\n    26    Governing Law.  This Agreement shall be governed by and construed\nin accordance with the laws of the State of Oregon.\n\n    IN WITNESS WHEREOF, the parties have executed this Agreement on the date\nfirst above written.\n\nJOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY, a Massachusetts corporation \n\nBy: HANCOCK NATURAL RESOURCE GROUP, INC., its Investment Manager\n\n\nBy: \/s\/ Wm. R. Gordan\n    Signature\n\n    Wm. R. Gordan\n    Name\n\n    President and CEO\n    Title\n\n\nWILLAMETTE INDUSTRIES, INC., an Oregon corporation\n\n\nBy: \/s\/ J. A. Parsons\n    Signature\n\n    J. A. Parsons\n    Name\n\n    Executive Vice President, CFO\n    Title\n\n                      Exhibits to Timber Supply Agreement\n\nExhibit A       Notice of Availability\n\nExhibit B       Notice of Price\/Acceptance Notice\n\nExhibit C       Memorandum of Timber Supply Agreement\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7715,9336],"corporate_contracts_industries":[9445,9457],"corporate_contracts_types":[9613,9619],"class_list":["post-42922","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hancock-john-financial-services-inc","corporate_contracts_companies-willamette-industries-inc","corporate_contracts_industries-insurance__life","corporate_contracts_industries-manufacturing__paper","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42922","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42922"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42922"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42922"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42922"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}