{"id":43322,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/asset-sale-purchase-and-transfer-agreement-hanson-natural.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"asset-sale-purchase-and-transfer-agreement-hanson-natural","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/asset-sale-purchase-and-transfer-agreement-hanson-natural.html","title":{"rendered":"Asset Sale, Purchase and Transfer Agreement &#8211; Hanson Natural Resources Co., Cavenham Energy Resources Inc., Cavenham Forest Industries Inc., and Willamette Industries Inc."},"content":{"rendered":"<pre>                 ASSET SALE, PURCHASE AND TRANSFER AGREEMENT  \n\n\nThis Asset Sale, Purchase and Transfer Agreement (this \"Agreement\") is made as\nof this 12th day of March, 1996, between Hanson Natural Resources Company, a\nDelaware general partnership (\"Hanson\"), and Cavenham Energy Resources Inc., a\nDelaware corporation (\"CERI\"), and Cavenham Forest Industries Inc., a Delaware\ncorporation (\"CFII\") (Hanson, CERI and CFII are collectively called \"Seller\"),\nand Willamette Industries, Inc., an Oregon corporation (\"Buyer\").\n\n\nRECITALS:\n\n\nA.  Hanson, through its Cavenham Forest Industries Division and Cavenham\nEnergy Resources Division, currently owns or leases certain assets which are\nused in the conduct of Hanson's timber, wood products and energy business\nlocated in Oregon, and Washington (the \"Northwest Business\") and Southwest\nLouisiana and North Louisiana (the \"Remaining Louisiana Businesses\").\n\nB.  Prior to the Closing Date, Hanson may:  (i) transfer to CFII all of its\nassets (except its mineral assets) in the Northwest Business and the Remaining\nLouisiana Businesses, and (ii) transfer to CERI all of its mineral assets in\nthe Northwest Business and the Remaining Louisiana Businesses, and (iii)\ntransfer to CFII and CERI, respectively, all rights, liabilities and\nobligations of Hanson with respect to the assets transferred to them; and CFII\nand CERI will assume all rights, liabilities and obligations of Hanson with\nrespect to the assets transferred to them.  Notwithstanding the foregoing\ntransfers, Hanson shall be bound by the covenants made by and obligations\nimposed on Seller in this Agreement and shall be entitled to exercise the\nrights granted to Seller in this Agreement.  Notwithstanding the foregoing\ntransfers, Hanson, CERI, and CFII shall each execute all of the documents\nlisted in Section 3.4 (a) and (b) at the Closing.\n\nC.  Seller and Buyer desire to enter into this Agreement pursuant to which\nSeller agrees to sell and transfer and Buyer agrees to buy and accept from\nSeller substantially all of the assets of the Northwest Business and Remaining\nLouisiana Businesses, and Buyer agrees to assume certain of the liabilities\nand obligations of the Northwest Business and Remaining Louisiana Businesses.\n\nIt is therefore agreed as follows:\n\nDefinitions.  As used herein, the following terms shall have the following\nmeanings:\n\nA.  Assets.  The term \"Assets\" shall mean all of the rights, properties, and\nassets used in the conduct of the Northwest Business and Remaining Louisiana\nBusinesses (including, without limitation, the real and personal property,\nMineral Rights, Mill Facilities, Chipper Facility, Contracts, and other items\nand leases described in Sections 1.1, 1.2, 1.3, and 1.4), but excluding the\nExcluded Assets.\n\nB.  Contracts.  The term \"Contracts\" shall mean the contracts and leases\n(except for the long term leases described in Section 1.3) which are described\nin Sections 1.1 and 1.2 and 1.4. \n\nC.  Closing.  The term \"Closing\" or \"Closing Date\" shall have the meaning\nascribed to it in Section 3.1.\n\nD.  Closing Date Payment.  The term \"Closing Date Payment\" shall have the\nmeaning ascribed to it in Section 2.1(b).\n\nE.  Deposit.  The term \"Deposit\" shall mean the initial sum paid by Buyer\npursuant to Section 2.1(a).\n\nF.  Excluded Assets.  The term \"Excluded Assets\" shall mean the assets\nexcluded in Section 1.5.\n\nG.  Material Adverse Effect.  The term \"Material Adverse Effect\" shall mean\nevents which have an adverse effect in the aggregate which, measured in\ndollars, exceeds the sum of $15,000,000.\n\nH.  Material Contract.  The term \"Material Contract\" shall have the meaning\nascribed to it in Section 6.3.\n\nI.  Proration Date.  The term \"Proration Date\" shall mean the specific date\nset for Closing in Section 3.1, or any subsequent date set for Closing,\nprovided that the actual date of Closing occurs within five (5) business days\nafter said date set for Closing.\n\nJ.  Timberland Properties.  The term \"Timberland Properties\" shall mean the\nreal property and real property interests described in Section 1.1(a).\n\nK.  Louisiana Transitional\/Transactional Definitions.  To the extent this\nAgreement is describing Assets located in Louisiana, or rights therein, or to\nthe extent the internal laws of Louisiana govern this Agreement:  the terms\n\"real property\", \"real estate\" and words of similar import shall include\nimmovable property; the term \"personal property\" and words of similar import\nshall include movable property; and the term \"easements\" and word of similar\nimport shall include servitudes. \n\nL.  Affiliate of Seller.  The term \"Affiliate of Seller\" shall mean (i) any\nindividual, partnership, corporation, or other entity or person which is owned\nor controlled directly or indirectly by Hanson plc; (ii) any other individual,\npartnership, corporation, or other entity or person which controls or is\ncontrolled by or under common control with Seller; and (iii) any officer,\ndirector, partner, or owner of 10 percent or greater equity or voting interest\nin any such other corporation, partnership, or other entity or person.\n\nM.  Code.  The term \"Code\" shall mean the Internal Revenue Code of 1986, as\namended.\n\nN.  Designee.  The term \"Designee\" shall mean a person designated by Buyer to\nwhom particular Assets are to be transferred by Seller at Closing.  Buyer\nshall specify each Designee and Assets to be transferred to such Designee to\nSeller at least fifteen (15) business days in advance of Closing for purposes\nof the conveyance instruments described in Section 3.4, and shall specify each\npotential Designee and Assets to be transferred to such Designee to Seller\nwithin three (3) weeks of mutual execution of this Agreement for purposes of\nrequesting consents for assignments of Contract, permits, licenses, and Long\nTerm Leases.  Buyer may designate one or more of its subsidiaries and up to\nthree additional persons or entities as Designees.  \n\nO.  Agreement.  The term \"Agreement\" shall mean this instrument and all\nSchedules and Exhibits attached hereto.\n\n    1.  Sale, Purchase and Transfer of Assets.\n\n    Subject to the terms and conditions of this Agreement, at the Closing\nreferred to herein, Seller agrees to sell, transfer and assign and Buyer\nagrees to purchase and accept on the terms stated herein, all of Seller's\nright, title and interest in and to the Assets, including, without limitation,\nthe following: \n\n\n    1.1  Real Property (Timberland Properties).  \n\n          (a).  Timberland.  Those certain parcels of real property, owned by\nSeller situated in the states of Oregon and Washington and in Southwest\nLouisiana and North Louisiana and described on Schedule 1.1 (a), together with\nall timber of all species, standing, dead or down, pulpwood, all felled and\nbucked logs, trees, shrubs and reproduction thereon as of the Closing Date,\nthe (\"Timberland\" or \"Timberland Properties\"), excepting therefrom changes\ntherein prior to Closing pursuant to Section 5 as a result of conduct of the\nNorthwest Business and Remaining Louisiana Businesses, and subject to the\nprovisions of Section 1.10 with respect to the Wauna Acreage described in\nSection 1.10.\n\n          (b).  INTENTIONALLY LEFT BLANK \n\n          (c).  Buildings, Improvements and Easements. All buildings and\nimprovements, all roads, bridges, permits, servitudes, and easements, owned or\nleased by Seller or which Seller has a right to use and on or appurtenant to\nthe Timberland Properties, including those described on Schedule 1.1(c).\n\n          (d).  Related Facilities.  All sorting yards, log booms, offices,\nand rock pits, owned or leased by Seller and associated with the Timberland\nProperties, whether or not located on the Timberland Properties, including\nthose described on Schedule 1.1 (d), and including the Chipper Facility, as\ndefined in, and subject to the provisions of, Section 1.9.\n\n          (e).  Other Rights.  All other contracts and rights specifically\nrelating to the Timberland Properties and operations thereon including, but\nnot limited to, contracts, contract rights, leases, servitudes, permits,\nlicenses, notifications, approvals and authorizations of governmental bodies,\nincluding those described on Schedule 1.1 (e), to the extent assignable.\n\n          (f).  Water Rights.  All water rights owned by Seller relating to\nand appurtenant to the Timberland Properties.\n\n          (g).  Mineral Rights.  All minerals, including without express or\nimplied limitation, oil, gas, and hydrocarbon and geothermal resources in\nwhich Seller has an interest whether or not related to such Timberland\nProperties in the states of Oregon and Washington and in North Louisiana and\nSouthwest Louisiana, including those Mineral Rights listed on Schedule 1.1 (g)\n(the \"Mineral Rights\"). \n\n    1.2  Mill Facilities.  The sawmill properties, shops, and offices,\nincluding all of the real property and related facilities, owned or leased by\nSeller, including those identified or listed on Schedule 1.2, and all rights,\npermits, licenses and contracts relating thereto to the extent assignable,\ntogether with all inventory of logs and other raw materials, work-in-process,\nfinished goods, parts, scrap, wrapping, operation supplies and packaging items\nand finished goods used or to be used exclusively or primarily in the\nNorthwest Business or Remaining Louisiana Businesses (including any in-transit\ngoods, except for such goods as have been purchased by customers of Seller and\nare being held, stored or retained for such customers) (the \"Mill\nFacilities\").\n                                       \n    1.3  Long Term Leases.  Seller is the lessee under those long term timber\nleases (the \"Long Term Leases\") which grant to Seller the right to grow and\nharvest timber on the lands described in said leases in Southwest Louisiana,\nsubject to the terms and conditions of said leases.  All of said leases are\ndescribed on the attached Schedule 1.3.  At Closing, Seller will assign to\nBuyer all of its rights under said leases, and Buyer will assume Seller's\nobligations under the leases, and will fully perform Seller's obligations\nthereunder.  The attached Schedule 1.3 also indicates those leases which may\nbe assigned by Seller without the consent of the lessor and those that require\nthe consent of the lessor.  Should any one or more of the lessors identified\non the attached Schedule 1.3 be unwilling to consent to the assignment of that\nlease, the inability of Seller to assign that lease shall not be considered a\nbreach of this Agreement.  The Purchase Price shall be adjusted, after\nClosing, to reflect any reduction in the value of the Assets resulting from\nSeller's inability to assign said lease because such consent is not obtained\nor for any other reason, and Subsection 2.1(d), including the provisions\nrelating to the amount of the Deposit payable at Closing, shall apply.  Should\nSeller and Buyer be unable to agree upon the amount of said reduction within\n10 days following the Closing Date, the issue shall then be resolved by\narbitration pursuant to Section 9.2 of this Agreement; provided, that\nnotwithstanding Section 9.2 and Section 12.3, for purposes of this Section 1.3\nthe arbitration shall be conducted in Bogalusa, Louisiana, in accordance with\nthe rules of the American Arbitration Association and the provisions of\nLouisiana law relating to arbitration, as said rules and laws are in effect on\nthe date of this Agreement; the appointment of the arbitrator shall ultimately\nbe made by the 22nd Judicial District Court in and for the Parish of\nWashington, Louisiana; proceedings to enter a judgment with respect to any\naward rendered hereunder shall be undertaken in accordance with the law of the\nState of Louisiana, including the conflicts of laws provisions thereof; and\nLouisiana law shall govern.  \n\n    1.4  Personal Property.\n\n    All of the personal property of the Northwest Business and Remaining\nLouisiana Businesses, except personal property which is an Excluded Asset as\ndescribed in Section 1.5, shall be transferred, sold and assigned to Buyer,\nincluding, without limitation, the following:\n\n          (a).  Records. Seller's land management and other records relating\nto the Timberland Properties, Mill Facilities, Chipper Facility, Mineral\nRights, Long Term Leases and other Assets which, in the reasonable judgment\nand discretion of Seller, are segregated or segregable by Seller from the\noverall records of Seller, including but not limited to management unit maps,\naerial photographs, timber cruises, Seller's GIS and forest inventory systems\nfor the Northwest Business and related hardware and software, road and gate\nrecords, operational records and leases, easements, deeds, licenses, survey\nand survey notes, information relating to oil, gas, and mineral activities,\npermits, approvals and authorizations of governmental agencies held by Seller\nin connection with the Timberland Properties, Mill Facilities, Chipper\nFacility, Mineral Rights, Long Term Leases and other Assets.  The records\nshall also include all files and documents relating to customers, suppliers\nand contractors directly related to the Timberland Properties, Mill\nFacilities, Chipper Facility, Mineral Rights, Long Term Leases and other\nAssets which, in the reasonable judgment and discretion of Seller, are\nsegregated or segregable from all other business records, files, books and\ndocuments of Seller.\n\n          (b).  Mobile Equipment, Machinery and Equipment.  The mobile\nequipment, machinery, equipment, tools, fixtures and furniture used  by Seller\nexclusively or primarily in connection with the Northwest Business and\nRemaining Louisiana Businesses, including those listed on Schedule 1.4(b), as\nsuch items listed thereon may have been sold, replaced, deleted or added in\nthe ordinary course of business, together with certificates of title for motor\nvehicles which are licensed and owned by Seller. \n\n          (c).  Office Supplies.  The office supplies and forms, packaging\nmaterials and similar miscellaneous tangible personal property used  by Seller\nexclusively or primarily in connection with the Northwest Business and\nRemaining Louisiana Businesses, except such supplies which are marked or\nidentifiable with the logo, mark or trademark of Seller or Hanson's general\npartners.\n\n          (d).  Contracts.  All rights and obligations under those\ninstruments not related to real property, including the contracts, leases,\npermits and licenses described on Schedule 1.4(d), to the extent the same are\nassignable, including sales orders and commitments, purchase orders and\ncommitments, agreements and contracts of Seller which relate to work or\nservices to be performed for or at the Northwest Business or Remaining\nLouisiana Businesses or the Assets.\n\n    1.5   Excluded Assets.  The parties to this Agreement expressly\nunderstand and agree that the Seller is selling, assigning, transferring or\nconveying to Buyer all of the assets owned or leased by Seller used in the\nNorthwest Business and Remaining Louisiana Businesses, except the following\nassets, rights and properties which are owned or leased by Seller and which\nshall be specifically excluded from the transactions contemplated by this\nAgreement, notwithstanding anything to the contrary elsewhere in this\nAgreement (\"Excluded Assets\"):\n\n          (a).  all of Seller's bank accounts, depository accounts, lockbox\nand other accounts and deposit books and all cash therein, and all other cash,\ncash equivalents, and securities, including securities of Affiliates of\nSeller, whether or not related to the Northwest Business and Remaining\nLouisiana Businesses;\n\n          (b).  pension, retirement savings or other funded employee benefit\nplan assets of Seller or the Northwest Business and Remaining Louisiana\nBusinesses including the Cavenham Forest Industries Inc. Retirement Plan for\nSalaried Employees and the Cavenham Forest Industries Inc. Retirement Plan for\nHourly Employees;\n\n          (c).  tax refunds, security deposits and pledges and releases\nthereof, bonds and undertakings and releases thereof, all prepaid and deferred\nitems (including prepaid rent and other prepaid expenses) and other credits,\nreimbursements and refunds to be made by third parties to Seller attributable\nin each case to periods prior to the Closing Date, whether such credits,\nreimbursements and refunds occur before or after the Closing Date; \n\n          (d).  accounts receivables reflected on Seller's books for goods\ninvoiced, shipped, or delivered, and advance payments generated or incurred by\nor in connection with the Northwest Business and Remaining Louisiana\nBusinesses (including allowances for deductions from remittances, employee\nadvances, rebates, receivables, deposits on bids) and other receivables and\nclaims including claims against third parties which arise from acts or events\noccurring prior to the Closing Date;\n\n          (e).  minute books, stock ledger records and related corporate\nrecords and partnership records of the Seller, or Affiliates of Seller,\nincluding GOSL Acquisition Corp. and Hanson Export Ltd., formerly Cavenham\nForest Export Ltd., and all trade marks, trade names, and logos owned by\nSeller, or Hanson's general partners, and intellectual property (except the\nGIS and forest inventory systems for the Northwest Business); provided that\nBuyer need not remove any such trademarks, trade names and logos from the\ninventory included in the Assets or, for a period of thirty (30) days after\nthe Closing Date, from other Assets;\n\n                (f).  any insurance policies, premiums, refunds and proceeds\nrelating to the Northwest Business and Remaining Louisiana Businesses; \n\n                (g).  all leased or owned vehicles assigned to Non-\ntransferred Employees; provided, that Seller will not assign such vehicles to\nNon-transferred Employees after February 1, 1996, except in the ordinary\ncourse of Seller's Northwest Business and Remaining Louisiana Businesses; and\n\n                (h).  all of Seller's personal property, rights and interests\nwhich are related primarily to the headquarters or partnership or corporate\nmanagement of the Northwest Business and Remaining Louisiana Businesses,\nincluding but not limited to the leased office located at 1800 SW First\nAvenue, #500, Portland, Oregon, together with all office equipment, and \nmachinery, fixtures, furniture, office supplies, all computer hardware,\nsoftware (but not the hardware and software constituting the GIS system and\nthe forest inventory system for the Northwest Business), peripherals, computer\nprograms and supplies, and computer licenses relating to the foregoing items,\nand all other similar personal property, rights and interests located at\nMcComb, Mississippi, or elsewhere which is related primarily to the\nheadquarters or partnership or corporate management of the Northwest Business\nand Remaining Louisiana Businesses, including that property listed on Schedule\n1.5 (h).\n    \n                (i).  all personal property which is owned by a third party\nbut not leased by Seller which is in the custody of Seller, together with all\nother non-operating assets owned by any Affiliate of Seller which may be held\nby Seller.\n\n                (j).  all real and personal property which is owned, leased\nor used by Seller or Affiliates of Seller and its environmental staff in\nconnection with the environmental clean up and management of the former\ntreated wood products operations of Crown Zellerbach and Cavenham Forest\nIndustries Inc., including such personal property located at Columbia,\nMississippi, and all real and personal property located at Urania, Louisiana,\nMobile, Alabama, Gulfport, Mississippi, Sallisaw, Oklahoma and Lyman (near\nGulfport), Mississippi; and all contract, rights, permits and agreements\nrelated to the treated wood products business. \n\n                (k).  all real, personal, mixed, movable and immovable\nproperty of any kind related to or used primarily in the Southeast Louisiana\nand Mississippi Business of Seller which has been sold to Weyerhauser Company\npursuant to that Asset Sale, Purchase and Transfer Agreement dated as of\nFebruary 23, 1996.\n\n                (l).  all log export contracts for the Northwest Business and\nRemaining Louisiana Businesses (if any).\n\n          1.6  Assignment of Contracts.\n\n                (a).  Contracts Assignable Without Consent.  Seller agrees to\nassign or cause to be assigned to Buyer or a Designee, as of the Closing, all\nof the rights of Seller under the Contracts that are assignable without\nconsent of any third party and Buyer shall assume, as of the Closing, all\nobligations of Seller thereunder which arise before, at or after Closing.\n\n                (b).  Seller to Use Reasonable Efforts.  Anything in this\nAgreement to the contrary notwithstanding, Seller shall not be obligated to\nsell, assign, transfer or convey or cause to be sold, assigned, transferred or\nconveyed to Buyer or a Designee, if applicable, any of its rights in and to\nany of the Contracts without first obtaining all necessary approvals, consents\nor waivers.  Seller shall use all reasonable efforts, and Buyer shall\nreasonably cooperate with Seller, to obtain all necessary approvals, consents\nor waivers, or to resolve any impracticalities of transfer necessary to assign\nor convey to Buyer or a Designee, if applicable, each such Contract as soon as\npracticable; provided, however, that neither Seller nor Buyer shall be\nobligated to pay any consideration therefor except for filing fees and other\nordinary administrative charges which shall be paid by Seller to the third\nparty from whom such approval, consent or waiver is requested.  Such\napprovals, consents, and waivers shall be in favor of both Buyer and, if\napplicable, a Designee.  In the event Seller obtains consent to assignment of\na Contract prior to the Closing, Buyer shall assume, as of Closing, all\nobligations of Seller thereunder which arise before, at or after the Closing,\nas though no consent was required. \n\n                (c).  If Waivers or Consents Cannot be Obtained.  To the\nextent that any of the approvals, consents or waivers referred to in Section\n1.6(b) have not been obtained by Seller as of the Closing, or until the\nimpracticalities of transfer are resolved, Seller shall, during the remaining\nterm of such Contracts, use all reasonable efforts to (i) obtain the consent\nof any such third party with the filing fees and ordinary administrative\ncharges payable to such third party to be split equally by the parties; (ii)\ncooperate with Buyer in any reasonable and lawful arrangements designed to\nprovide the benefits of such Contracts to Buyer or a Designee, if applicable,\nso long as Buyer fully cooperates with Seller in such arrangements; and (iii)\nenforce, at the request of Buyer and at the expense and for the account of\nBuyer, any rights of Seller arising from such Contracts against such issuer\nthereof or the other party or parties thereto (including the right to elect to\nterminate any such Contracts in accordance with the terms thereof upon the\nrequest of, and indemnification from, Buyer).\n\n                (d).  Non-assignability.  To the extent that any Contract or\nany claim, right or benefit arising thereunder or resulting therefrom is not\ncapable of being sold, assigned, transferred or conveyed without the approval,\nconsent or waiver of the issuer thereof or the other party thereto, or any\nthird person (including a government or governmental unit), or if such sale,\nassignment, transfer or conveyance or attempted assignment, transfer or\nconveyance would constitute a breach thereof or a violation of any law,\ndecree, order, regulation or other governmental edict, this Agreement shall\nnot constitute a sale, assignment, transfer or conveyance thereof, or an\nattempted assignment, transfer or conveyance thereof.\n\n          1.7  Transferring Permits and Licenses.  Seller will assign,\ntransfer or convey, or cause to be assigned, transferred or conveyed to Buyer\nor a Designee, if applicable, at the Closing those permits and licenses,\nincluding those described in Schedules 1.1 (c) and (e), 1.2, and 1.4 (d) which\nare held or used by the Seller in connection with the Assets and which can be\nassigned without having to obtain the consent of any third party with respect\nthereto.  Seller will cooperate with Buyer in obtaining any third party\nconsents necessary to the assignment or transfer of any other permits or\nlicenses used or held by Seller in connection with the Assets which are so\nassignable or transferable; however, neither Seller nor Buyer shall be\nobligated to pay any consideration therefor except for filing fees and other\nordinary administrative charges which shall be paid by Buyer to the third\nparty from whom such approval, consent or waiver is requested.  Buyer shall\nassume, as of Closing, all obligations of Seller arising prior to, at or after\nClosing under those permits and licenses which can be transferred without\nhaving to obtain the consent of any third party and those permits and licenses\nfor which consent to transfer is obtained prior to Closing.  Subsequent to the\nClosing, to the extent permitted by law, upon ninety (90) days prior written\nnotice, Seller shall have the right to cancel any permits or licenses or any\nbonds, guarantees or undertakings by Seller applicable to the Assets or the\nNorthwest Business and Remaining Louisiana Businesses to the extent such are\nnot so assigned or transferred to Buyer or to a Designee pursuant to this\nSection 1.7.\n\n          1.8.  Liabilities Assumed by Buyer; Liabilities Not Assumed by\nBuyer.  \n\n                (a).  Assumed Liabilities.  Except as expressly provided in\nSubsection 1.8(b), Buyer shall, effective as of the Closing and without any\nfurther responsibility or liability of or recourse to Seller, or its\ndirectors, shareholders, officers, partners, employees, agents, consultants,\nrepresentatives, successors, transferees or assignees, absolutely and\nirrevocably assume and shall be liable and responsible for the claims,\nliabilities, and obligations of Seller with respect to the Timberland\nProperties, Mill Facilities, Chipper Facility, Mineral Rights, Long Term\nLeases and the Northwest Business and Remaining Louisiana Businesses, whether\nor not disclosed to Buyer, and whether or not occurring or arising prior to,\nat or after Closing, except as expressly set forth in Section 1.8(b) and\nexcept to the extent to which Seller indemnifies Buyer as expressly set forth\nin Section 10.1(a); and nothing in this Section 1.8(a) shall diminish Buyer's\nrights in Section 8.11.\n\n          Without limiting the foregoing, Buyer shall assume the following:\n\n                      (i).  Buyer shall assume the Long Term Leases described\non Schedule 1.3, and all other Contracts assigned to Buyer or a Designee\npursuant to Section 1.6, and permits and licenses assigned to Buyer or a\nDesignee pursuant to Section 1.7;\n\n                      (ii).  Buyer shall assume all matters disclosed to\nBuyer in Schedules 6.3 through 6.6;\n\n                      (iii).  Buyer shall assume the employee matters that\nare set forth in Section 11 as Buyer's responsibility; \n\n                      (iv).  Buyer shall assume the long term \"fiber supply\nagreements\" which encumber certain of the Timberland Properties and related\nfacilities, including the Northwest Pulp Log Supply Agreement, as modified and\namended; the Northwest Whole Log Wood Chip Supply Agreement (Cathlamet), as\nmodified; and the Northwest Chipper Agreement; and\n\n                      (v).  Buyer shall assume all undertakings of, and\nliabilities and obligations assumed by, CFII, and all indemnity obligations of\nCFII, if any, to Crown Zellerbach Corporation and its successors and assigns\nrelating to all environmental conditions arising from ownership, possession,\nuse, or conduct of business and operations of the Indemnification Properties\n(as defined in Section 6.7(e) of this Agreement), which undertakings,\nliabilities, obligations, and indemnity obligations are contemplated in that\ncertain Transaction Agreement dated December 14, 1985, by and between James\nRiver Corporation of Virginia and Crown Zellerbach Corporation and are more\nspecifically set forth in that certain Undertaking dated as of May 2, 1986, by\nCFII in favor of Crown Zellerbach Corporation (the Transaction Agreement and\nUndertaking are collectively referred to herein as \"Transaction\nAgreement\/Undertaking\").\n\n                At Closing, the parties shall execute an Assignment,\nAcceptance, and Assumption Agreement in the form attached hereto as Schedule\n1.8 to evidence the foregoing matters to be assumed by Buyer, in addition to\nthe more specific instruments of assignment and assumption described in this\nAgreement.\n\n                (b).  Excluded Liabilities.  Notwithstanding anything to the\ncontrary in this Agreement, the following liabilities and obligations\n(\"Excluded Liabilities\") of Seller or the Northwest Business and Remaining\nLouisiana Businesses shall not be assigned to Buyer nor assumed by Buyer:\n\n                      (i)  all liabilities and obligations related to the\nExcluded Assets;\n\n                      (ii)  trade accounts payable for items purchased and\ndelivered as of the Closing Date, and all accrued expenses of the type set\nforth on Schedule 1.8(b)(ii) attached hereto which are, or under generally\naccepted accounting principles should be, accrued at Closing;\n\n                      (iii)  all liabilities and obligations for taxes,\nexcept for assessments and real estate taxes which shall be prorated on the\nProration Date as provided in this Agreement, and except for the deferred ad\nvalorem taxes because of classification of all or a portion of the Timberland\nProperties as farmland, grazing land, or timberland;\n\n                      (iv)  all liabilities and obligations of Seller to any\nAffiliate of Seller, except the conveyance of approximately 160 acres in\nColumbia County to Richard Dahlin as noted in the Real Estate Plan, and any\nother matters listed on Schedule 1.8(b)(iv) attached hereto;\n\n                      (v)  any liabilities or obligations to or with respect\nto employees of Seller, except for the obligations and liabilities to be\nassumed by Buyer pursuant to Section 11; \n\n                      (vi)  any obligations for borrowed funds; the term\n\"borrowed funds\" shall not be construed to include purchase money contracts\nand similar security interests for personal property; \n\n                      (vii)  all bodily injury claims occurring on or in\nconnection with the Assets prior to Closing and all product liability claims\narising from sale or operation of the Assets prior to Closing; \n\n                      (viii)  any matters retained by Seller pursuant to\nSection 8.2(c); and\n\n                      (ix)  all undertakings of, and liabilities and\nobligations assumed by, CFII, and all indemnity obligations of CFII,\ncontemplated by or set forth in the Transaction Agreement\/Undertaking, except\nfor the undertakings, assumed liabilities and obligations, and indemnity\nobligations described in Section 1.8(a)(v) of this Agreement.\n\n          1.9  Right of First Refusal on Cathlamet Chipper Facility and Site. \nSeller owns a chipper facility and site (\"Chipper Facility\") near Cathlamet,\nWashington.  As described in the Northwest Chipper Agreement, Seller is\nobligated to offer the successor of Crown Zellerbach Corporation (\"James\nRiver\") the right of first refusal to purchase the Chipper Facility.  Buyer\nagrees to execute and deliver to Seller, within five (5) days of execution of\nthis Agreement, an offer to purchase the Chipper Facility, which offer shall\nbe in the form attached hereto as Schedule 1.9.  It is agreed that if James\nRiver exercises its right to purchase the Chipper Facility, then the Chipper\nFacility shall become an Excluded Asset as described in Section 1.5, and the\nPurchase Price shall be reduced by the amount which James River is obligated\nto pay to Seller (the \"Chipper Facility Price\").  If the right of James River\nto purchase the Chipper Facility expires unexercised prior to the Closing\nDate, then the Chipper Facility shall be included in the Assets and the\nPurchase Price shall not be adjusted.  If on the Closing Date the right of\nJames River to purchase the Chipper Facility has not expired or been\nexercised, then the Purchase Price shall be reduced by the Chipper Facility\nPrice and the Chipper Facility shall be withheld from sale.  If after the\nClosing Date such right expires unexercised, then the Buyer agrees to purchase\nand Seller agrees to sell the Chipper Facility, subject to the applicable\nfiber agreements, for the Chipper Facility Price and on the terms contained in\nthe offer attached hereto.  \n\n          1.10   Right of First Refusal on Wauna Acreage.  Seller owns\napproximately 259.07 acres of real property near the James River pulp and\npaper plant at Wauna, Oregon, described in Schedule 1.10 attached hereto\n(\"Wauna Acreage\").  Seller is obligated to offer the successor of Crown\nZellerbach Corporation (\"James River\") the right of first refusal to purchase\nthe Wauna Acreage.  Buyer agrees to execute and deliver to Seller, within five\n(5) days of execution of this Agreement, an offer to purchase the Wauna\nAcreage, which offer shall be in the form attached hereto as Schedule 1.10. \nIt is agreed that if James River exercises its right to purchase the Wauna\nAcreage, then the Wauna Acreage shall become an Excluded Asset as described in\nSection 1.5, and the Purchase Price shall be reduced by the amount which James\nRiver is obligated to pay to Seller (the \"Wauna Acreage Price\").  If the right\nof James River to purchase the Wauna Acreage expires unexercised prior to the\nClosing Date, then the Wauna Acreage shall be included in the Assets and the\nPurchase Price shall not be adjusted.  If on the Closing Date the right of\nJames River has not expired or been exercised, then the Purchase Price shall\nbe reduced by the Wauna Acreage Price and the Wauna Acreage shall be withheld\nfrom sale.  If after the Closing Date such right expires unexercised, then\nBuyer agrees to purchase and Seller agrees to sell the Wauna Acreage, subject\nto the applicable fiber agreements, if any, for the Wauna Acreage Price and on\nthe terms contained in the offer attached hereto.\n\n    2.  Purchase Price.  Subject to adjustment in accordance with the\nprovisions of this Agreement, the purchase price for the Assets (\"Purchase\nPrice\") shall be One Billion Five Hundred Eighty Eight Million Dollars\n($1,588,000,000).  The Purchase Price shall be payable as provided in Section\n2.1.\n\n          2.1  Payment of Purchase Price.\n\n                (a).  Deposit.  As an earnest money deposit, refundable to\nBuyer only as specified in this Agreement, Buyer agrees to deposit the sum of\nFifty Million Dollars ($50,000,000) in cash or immediately available federal\nfunds (\"Deposit\") in an interest bearing escrow trust account with Chicago\nTitle Insurance Company ( herein \"Chicago Title\" or \"Escrow Agent\") at First\nInterstate Bank of Washington, N.A., in Seattle, Washington, in accordance\nwith the Escrow Agreement attached hereto as Schedule 2.1(a) which Buyer and\nSeller have executed concurrently herewith.  The Deposit will be made by Buyer\non the same day the Escrow Agent signs the Escrow Agreement and so notifies\nBuyer, unless the Escrow Agent signs the Escrow Agreement after 11:00 am PST\non such day, in which event the Deposit will be made by Buyer on the next\nbusiness day.  The Escrow Agent shall cause investment of the Deposit in\naccordance with the Escrow Agreement.  Interest on the Deposit shall be for\nthe account of Buyer unless Buyer defaults as described in Section 9. \n\n                (b).  Except as provided in Section 2.1(d) of this Agreement,\nat the Closing, Escrow Agent shall pay the Deposit to Seller and the interest\nthereon to Buyer, and Buyer shall pay to Seller the balance of the Purchase\nPrice (the \"Closing Date Payment\"), by wire transfer of immediately available\nfunds to the Escrow Agent's escrow trust account at Chemical Bank, New York,\nNew York (\"Seller's Bank\"), which transfer shall have been received by\nSeller's Bank no later than 9:00 am PDT on the Closing Date.  Upon\nconfirmation to Buyer by the Escrow Agent and\/or First American Title\nInsurance Company (\"First American\") that the deeds and assignments of the\nLong Term Leases described in Section 3.4 have been recorded, the Escrow Agent\nshall deliver the Closing Date Payment to Seller.\n\n                (c).  If Buyer is legally obligated to Close  and if the\nClosing Date Payment is not received by Seller's Bank by 9:00 am PDT on the\nClosing Date, Seller may, at its option, either exercise the Seller's remedies\ndescribed in Section 9 by reason of Buyer's default, or may accept late\npayment of the Closing Date Payment which shall, in such event, be accompanied\nby payment of an amount determined by computing simple interest on the amount\nof that payment at the rate of interest announced publicly by Chemical Bank in\nNew York, New York from time to time as its \"Prime Rate\" (on the basis of a\n360-day year) from the Closing Date to the date of payment; provided that\nSeller shall accept late payment (with interest) if the Closing Date Payment\nis received by Seller's Bank within twenty-four (24) hours of the time it was\ndue.  For purpose of this subsection (c), if the Closing Date Payment is\nreceived by Seller's Bank on the Closing Date after 9:00 am PDT, the Closing\nDate Payment shall be deemed to have been paid one day after (but within\ntwenty-four (24) hours of) the Closing Date.\n\n                (d).  If, at the Closing, the parties have not resolved the\nPurchase Price reduction as contemplated in Section 1.3, the adverse financial\nimpact in excess of fifteen million dollars ($15,000,000) as contemplated in\nSection 8.6, or the Price Adjustment Items or Price Adjustment Notice as\ncontemplated in Section 8.11, through arbitration or otherwise, then the\nparties shall proceed to Close as scheduled; provided, that the only amounts\nto be paid to Seller at Closing shall be the Closing Date Payment plus the\nportion, if any, of the Deposit that exceeds the amount of the reduction, as\nalleged by Buyer, that is then unresolved.  The remainder of the Deposit shall\ncontinue to be held by the Escrow Agent until the earlier of mutual agreement\nof the parties or the arbitrator's decision.  Within two (2) business days of\nsaid mutual agreement or arbitrator's decision, the Escrow Agent will deliver\nthe remainder of the Deposit to Buyer or Seller, in accordance with said\nmutual agreement or arbitrator's decision, and interest on the portion of the\nDeposit held by the Escrow Agent that accrues after the Closing Date shall be\npaid to Buyer in the proportion that any overpayment returned to Buyer bears\nto the amount of the portion of the Deposit retained, and the balance of such\ninterest shall be paid to Seller; and if the remainder of the Deposit is\ninsufficient to reimburse Buyer for its overpayment in the Purchase Price,\nSeller shall pay Buyer the remaining amount due to Buyer within two (2)\nbusiness days of said mutual agreement or arbitrator's decision.\n\n    3.  Closing.\n\n          3.1  Date of Closing.  The Closing shall take place at the offices\nof Ater Wynne Hewitt Dodson &amp; Skerritt, 222 SW Columbia, Suite 1800, Portland,\nOregon or at such other place as the parties may agree in writing, on May 15,\n1996, unless another time and date are mutually designated by Seller and\nBuyer.  The foregoing date is the date on which the Seller's deed(s) to Buyer\nand any Designees are to be recorded immediately prior to the delivery of the\nPurchase Price to Seller and is referred to in this Agreement as the \"Closing\"\nor \"Closing Date\".  Seller shall deliver possession of the Assets to Buyer on\nthe Closing Date.\n\n          3.2  Hart-Scott Rodino Act.  Promptly upon execution of this\nAgreement, the Buyer and Seller shall prepare all necessary documentation and\nperform all other necessary actions to complete all necessary filings under\nthe Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (the \"HSR\nAct\").  Each party agrees to use its best efforts to complete its initial\nfiling within fourteen (14) days of execution of this Agreement and to respond\nto any request for additional information within twenty (20) days of receipt\nof the request.  In the event the waiting period (which term includes the\nextension period) under the HSR Act has not expired by the Closing Date set\nforth in Section 3.1, the Closing Date shall be delayed until five (5)\nbusiness days after expiration of the waiting period; provided, that Seller,\nin its sole discretion, may terminate this Agreement if the waiting period has\nnot expired or been terminated within 115 calendar days following the date on\nwhich Seller completes its initial filing, and Buyer, in its sole discretion,\nmay terminate this Agreement if the waiting period has not expired or been\nterminated within 180 calendar days of the date on which Buyer completes its\ninitial filing.  If the Agreement is terminated by either party as provided in\nthis Section 3.2,  Seller shall refund or cause to be refunded to Buyer the\nDeposit and any interest thereon.\n\n          3.3  Execution and Deposit of Documents Prior to Closing.  At least\nfive (5) business days prior to the Closing Date, each of the parties, as\napplicable, shall execute and deposit with the Escrow Agent all of the\ndocuments listed in Section 3.4 below which are to be recorded or filed on the\nClosing Date.  Each of the parties, as applicable, shall execute and deliver\nto the other party all remaining documents listed in Subsection 3.4 below on\nthe Closing Date.\n     \n          3.4  Documents to be Delivered by Seller .  At or prior to the\nClosing, Seller shall deliver, or cause to be delivered, the following:\n\n                (a).  documents of transfer, bills of sale, certificates of\ntitle and other instruments of transfer, dated the Closing Date, transferring\nto Buyer and any Designees title to the Assets.  With respect to the\nTimberland described on Schedule 1.1(a) (including the buildings, improvements\nand other appurtenant interests described in Section 1.1(c) and (d)) and the\nreal property on which the Mill Facilities and Chipper Facility are located,\ntitle shall be transferred in the form of the deed(s) attached hereto as\nSchedule 3.4 (a); with respect to the Mineral Rights described in Schedule 1.1\n(g), transfer shall be accomplished through mineral quit claim deeds and other\ninstruments of transfer without warranty; with respect to all personal\nproperty, title shall be transferred by Bill of Sale in the form attached\nhereto as Schedule 3.4(a)(a); and with respect to the Long Term Leases to be\ntransferred pursuant to Section 1.3, title shall be transferred in the form of\nthe assignment attached hereto as Schedule 3.4(a)(a)(a), together with\ndocuments evidencing the consent of the lessor.\n\n                (b).  documents evidencing the assignment and assumption of\nthe Contracts to Buyer or a Designee (together with any third-party consents\nrequired for such transfers) and the assignment and assumption of any permits\nand licenses (together with any third-party consents required for such\ntransfers) not transferred pursuant to Section 3.4(a), and the Assignment,\nAcceptance, and Assumption Agreement described in Section 1.8;\n\n                (c).  a copy of the written consent of the general partners\nof Hanson authorized by resolutions of the boards of directors of Hanson's\ngeneral partners, and copies of the resolutions of the boards of directors of\neach other Seller authorizing the execution, delivery and performance of this\nAgreement by Hanson and each other Seller and a certificate of the secretary\nor assistant secretary of Hanson's general partners and each other Seller,\ndated the Closing Date, that such resolutions were duly adopted and are in\nfull force and effect and, with respect to CERI and CFII, that their\nrespective shareholders have approved the transactions contemplated by this\nAgreement;\n\n                (d).  the affidavits of Seller required by Section 1445\n(b)(2) of the Code and by local taxing authorities, and any other documents\nrequired of Seller to transfer the Assets in accordance with this Agreement;\nand \n\n                (e).  satisfaction, releases or terminations of the liens and\nencumbrances referred to in Section 3.6.\n                \n          3.5  Documents to be Delivered by Buyer.  At or prior to the\nClosing Date, Buyer shall deliver the following:\n\n                (a).  documents evidencing the assignment and assumption of\nall Contracts and the assignment and assumption of all permits and licenses\ntransferred by Seller to Buyer pursuant to Section 3.4(a) and (b), and the\nBill of Sale, and Assignment, Acceptance, and Assumption Agreement described\nin Section 1.8;\n\n                (b).  a copy of the resolutions of the board of directors of\nBuyer authorizing the execution, delivery and performance of this Agreement by\nBuyer, and a certificate of its secretary or assistant secretary, dated the\nClosing Date, that such resolutions were duly adopted and are in full force\nand effect;\n\n                (c).  the affidavits, if any, of Buyer required by local\ntaxing authorities, including the affidavits specified in Section 8.8 (b), and\nany other documents required of Buyer to transfer the Assets in accordance\nwith this Agreement.\n\n          3.6  Satisfaction of Liens and Encumbrances.  At or prior to the\nClosing Date, Seller shall pay in full all liens and encumbrances for borrowed\nfunds, income tax liens, and judgement liens on the Assets owned by Seller. \nAt or prior to the Closing Date, Seller shall pay all delinquent property\ntaxes on the Assets which are owned by Seller; provided, however, that Buyer\nshall assume sole responsibility, as of Closing, for any ad valorem taxes\nwhich are deferred because of farm or grazing or forest use or classification.\n\n          3.7  Transfer Taxes; Prorations.  Any recording fees, transfer\ntaxes, or sales taxes payable as a result of the sale of the Assets shall be\npaid by Seller.  Escrow fees shall be split equally between the parties.  Real\nestate taxes, assessments for public improvements, and all other fees and\nassessments related to the Assets and rent for the Long Term Leases shall be\nprorated as of the Proration Date.\n\n    4.  Title Insurance.  Seller has delivered to Buyer evidence of title in\nthe form of draft title reports and title commitments (\"Title Reports\"), as\nappropriate, covering the Timberland Properties and Mill Facilities and\nChipper Facility referred to in Schedules 1.1(a), 1.1(d), and 1.2, copies of\nwhich are attached hereto as Schedule 4; Seller and Buyer acknowledge that the\nTitle Reports may be revised, corrected, and supplemented by Chicago Title  or\nFirst American, as the case may be, between the date of this Agreement and the\nClosing Date, as contemplated in Section 5(c) and, with respect to the Title\nReports for the Northwest Timberland Properties and Mill Facilities and\nChipper Facility, as contemplated in the letters from Rosalee Merritt to\nMalcolm Newkirk, copies of which are included in Schedule 4 as part of the\nTitle Reports.  In the event that Chicago Title and\/or First American are not\nprepared to issue at Closing to Buyer or a Designee, as applicable, owner's\npolicies of title insurance insuring title in the Timberland and Mill\nFacilities and Chipper Facility in Buyer or such Designee, subject only to the\nexceptions set forth in the Title Reports , as those Title Reports may have\nbeen revised, corrected, and supplemented by Chicago Title and\/or First\nAmerican as set forth above, but with no reductions, in excess of five hundred\n(500) acres in the aggregate, in the acreage vested in Seller, and subject to\nthe printed exceptions contained in such Title Reports, then Buyer shall have\nthe rights set forth in Section 8.11 with respect to the additional reductions\nin acreage and additional material encumbrances to be added as exceptions to\ntitle.  In the event First American is not prepared to issue at Closing a\nleasehold policy of title insurance insuring in Buyer or a Designee, as\napplicable, the lessee's interest under each Long Term Lease (subject to\nexceptions and objections contained in such policy), Buyer shall have the\nrights set forth in Section 1.3 for Seller's inability to assign such Long\nTerm Lease.  If Chicago Title or First American is not prepared to issue such\nowner's policies on the Closing Date for reasons other than additional\nreductions in acreage or additional exceptions to title, either Buyer or\nSeller may delay Closing until Chicago Title or First American or another\ntitle insurance company is prepared to issue such owner's policies.  At\nClosing Buyer or the Designee, as applicable, shall purchase, at its own\nexpense, such owner's policies; provided, Buyer and its Designees may elect\nnot to purchase title insurance if Buyer so notifies Seller in writing on or\nbefore May 1, 1996.\n\n    5.  Conduct of the Seller's Northwest and Remaining Louisiana Businesses\nPending Closing. \n\n          (a)  Between the date hereof and the Closing Date, Seller shall\ncontinue to operate the Northwest Business and Remaining Louisiana Businesses\nin the ordinary course and in a manner reasonably consistent with its present\noperating plan which establishes a maximum volume of harvest or stumpage sales\nfor harvest (\"Maximum Volume\") through the Closing Date (\"Operating Plan\"), a\ncopy of which is attached hereto as Schedule 5(a); provided, that Seller will\nnot enter into log export contracts that provide for delivery of logs after\nClosing in recognition of the fact that Buyer will not export logs, and this\nchange of conduct by Seller may modify Seller's ordinary course and Operating\nPlan but shall not affect the Maximum Volume set forth on Schedule 5(a). \nSubject to the foregoing, Seller shall continue to harvest, or sell stumpage\nfor harvest, timber standing, lying, and situated upon the Timberland\nProperties described in Schedule 1.1 (a) and on Long Term Leases described in\nSection 1.3, and operate the Mill Facilities and Chipper Facility and\nNorthwest Business and Remaining Louisiana Businesses.  Seller shall continue\nits various silvicultural practices consistent with its past practices, from\nthe date hereof until the Closing Date.  Seller shall have on hand, as of the\nclose of business on the day preceding the date the Closing actually occurs,\ninventories valued at eight million dollars ($8,000,000.00), such\ndetermination of value to be made on a basis consistent with the Seller's\nprior practice.\n\n          (b)  The Purchase Price shall be increased or decreased by the\ndifference between the actual harvest (including stumpage sales for harvest)\nand the Maximum Volume pursuant to the formula (\"Harvesting Formula\") attached\nhereto as Schedule 5(b), as of the date the Closing actually occurs, but such\ndifference between actual harvest and the Maximum Volume shall not be\nconsidered a breach by Seller of this Agreement.  The Purchase Price shall\nalso be increased or decreased by the amount by which the value of Seller's\ninventories, on hand as of the close of business on the day preceding the date\nthe Closing actually occurs; if such value is more than eight million dollars\n($8,000,000), the Purchase Price shall be increased by the difference and if\nsuch value is less than eight million dollars ($8,000,000), the Purchase Price\nshall be decreased by the difference.  Any such  shortfall or excess of\ninventories on hand shall not be considered a breach by Seller of this\nAgreement.  Adjustments, if any, to the Purchase Price in this Subsection (b)\nshall be made within fifteen (15) days of the date the Closing actually\noccurs, and each party agrees to pay to the other the adjusted amount, as\napplicable, without interest within said fifteen (15) days.  \n\n\n          (c)  Seller will not take any action, (i) the result of which will\nbe to create a Material Adverse Effect on the value of the Assets, or (ii)\nwhich is both not reasonably consistent with its Operating Plan and not in the\nordinary course of business, except as otherwise set forth in this Section 5. \nSeller may, but is not obligated, to continue, in the ordinary course of\nbusiness, to grant and obtain easements, rights of way and other similar\nrights to the Timberland Properties, to grant options to or lease additional\nMineral Rights, and to purchase or sell or exchange additional real properties\nor interests therein  consistent with its present plan (\"Real Estate Plan\"), a\ncopy of which is attached hereto as Schedule 5(c).  In the event Seller sells\nany additional real properties or interests therein or grants options to or\nleases additional Mineral Rights, other than those identified in the Real\nEstate Plan, the Purchase Price shall be reduced by an amount equal to the\nproceeds of any such sales, options, or leases, but Seller will not be deemed\nin breach of this Agreement.  Seller shall promptly notify Buyer of the grant\nor obtaining of any easement, right of way or other similar right, any\nadditional option to or lease of Mineral Rights, and any such purchase, sale\nor exchange; and if the transaction involves more than two hundred fifty\nthousand dollars ($250,000.00), Seller shall obtain Buyer's prior written\nconsent to the transaction, which consent shall not be unreasonably withheld. \nFor purposes of Section 4, the Title Reports shall be revised or deemed\nrevised to reflect such transactions.\n\n          (d)  Notwithstanding the foregoing, the parties agree that, if the\nClosing Date is extended beyond May 15, 1996, Seller shall be deemed to be\noperating the Northwest Business and Remaining Louisiana Businesses in the\nordinary course of business from May 16, 1996, to the date the Closing\nactually occurs, with respect to the activities described below if Seller: \n(i) meets its obligations under the \"fiber supply agreements\" described in\nSection 1.8(a)(iv) and operates the Chipper Facility as necessary with respect\nto those agreements, and (ii) continues its harvest of timber at a level that\nis between fifty percent (50%) and one hundred percent (100 %) of the level in\nthe Operating Plan, and (iii) operates with at least two (2) shifts at the\nMill Facility in Warrenton, Oregon, subject to curtailment by chip or residual\ncustomers or market conditions, and (iv) continues road maintenance and road\nconstruction as necessary to prevent substantial deterioration from the\ncondition of the roads as of May 15, 1996, and as necessary to meet the needs\nof Seller's harvest activities, and (v) continues silvicultural and\nreforestation activities in Oregon and Washington as required by the forest\npractices acts of said states and in Louisiana in accordance with good\nmanagement practices.\n\n    6.  Representations of Seller.  Seller represents to Buyer that:\n\n            6.1  Organization, Standing and Authority.  Hanson is a general\npartnership organized, existing, and in good standing under the laws of the\nState of Delaware.  Each of CERI and CFII is a corporation organized,\nexisting, and in good standing under the laws of the State of Delaware. \nSeller has full power and authority to enter into and perform this Agreement.\nSeller is not a \"foreign person\" within the meaning of Section 1445 of the\nCode.\n\n            6.2  Authorization of Agreement; Authority.  The execution,\ndelivery and performance of this Agreement by Seller has been duly authorized\nby all necessary corporate and partnership action of Seller, and this\nAgreement constitutes the valid and binding obligation of Seller, enforceable\nagainst each of Hanson, CERI and CFII in accordance with its terms, except to\nthe extent enforceability may be limited by bankruptcy, insolvency,\nreorganization, moratorium or other similar laws affecting the enforcement of\ncreditors' rights in general and subject to general principles of equity\n(regardless of whether such enforceability is considered in a proceeding in\nequity or at law).  The execution, delivery and performance of this Agreement\nby Seller will not (a) violate or conflict with Hanson's partnership power and\nauthority or with CERI's and CFII's corporate power and authority; (b)\nconstitute a violation of any law, regulation, order, writ, judgment,\ninjunction or decree applicable to Seller; or (c) subject to the receipt of\nappropriate consents as specified in this Agreement as of the Closing Date and\nsubject to the provisions of Section 1.6(d), conflict with, or result in the\nbreach of the provisions of, or constitute a default under, any agreement,\nlicense, permit or other instrument to which Seller is a party or is bound or\nby which the Assets are bound.  Except as required by the HSR Act, no consent,\napproval or authorization of any governmental authority is required on the\npart of Seller in connection with the execution, delivery and performance of\nthis Agreement. \n\n            6.3 Material Contracts.  All of the Material Contracts  which are\nto be transferred to Buyer at Closing and which relate to the Northwest\nBusiness and Remaining Louisiana Businesses are listed on Schedule 6.3 or\nSchedule 4, and all of the Long Term Leases which relate to the Remaining\nLouisiana Businesses are listed on Schedule 1.3.  Except as disclosed in\nSchedule 6.3 or Schedule 4 said Material Contracts have not been further\nmodified, or amended, and except as disclosed in Schedule 1.3 said Long Term\nLeases have not been further modified, and amended; and to the best of\nSeller's knowledge, neither Seller nor any party thereto is in default of any\nmaterial term in said Material Contracts or Long Term Leases, and true and\ncomplete copies, including applicable amendments, of said Material Contracts\nand Long Term Leases have been made available to Buyer for review prior to\nexecution of this Agreement.  A Material Contract shall mean a Contract which\ninvolves payments, performance of services or delivery of goods by or to\nSeller after the Closing Date in an amount or value of two hundred fifty\nthousand dollars ($250,000.00) or more.\n\n            6.4  Litigation; Compliance with Laws. There are no judicial or\nadministrative actions, proceedings or investigations pending or, to the best\nof Seller's knowledge, threatened, that question the validity of this\nAgreement or any action taken or to be taken by Seller in connection with this\nAgreement.  Except as set forth on Schedule 6.4, there is no claim,\nlitigation, proceeding or governmental investigation pending or, to the best\nof Seller's knowledge, threatened, or any order, injunction or decree\noutstanding which, if decided unfavorably, would cause Buyer to incur loss or\ndamage in excess of one hundred thousand dollars ($100,000.00); except as\ndisclosed on Schedule 6.4, to the best of Seller's knowledge Seller has\nreceived no written notice from a governmental authority of a material\nviolation of law relating to the Timberland or Mill Facilities or Chipper\nFacility or Northwest Business or Remaining Louisiana Businesses which has not\nor will not have been resolved by Seller prior to Closing.\n\n            6.5  Personal Property.  Seller has, or will have on the Closing\nDate, good and marketable title (which includes leasehold title if applicable)\nto the personal property to be transferred to Buyer on the Closing Date\npursuant to Section 1.4, subject to equipment leases, purchase money\ncontracts, and similar security interests to be assumed by Buyer pursuant to\nSection 1.8.\n\n            6.6  Environmental Conditions.  Except as disclosed on Schedule\n6.6, to the best of Seller's knowledge there are no environmental conditions\non the Indemnification Properties (as defined in Section 6.7(e)) that would\ncause Buyer to incur more than one hundred thousand dollars ($100,000) in loss\nor damage for each such environmental condition.  The foregoing representation\nby Seller specifically includes no representation whatsoever with respect to\nthe real property in North Louisiana and Southwest Louisiana (including the\nLong Term Leases), regarding the effects created by oil and gas operations. \n \n            6.7   Disclaimer of Warranties and Representations From Seller; AS\nIS; Indemnity\n\n                  (a).  Personal Property.  Except as otherwise expressly set\nforth in this Agreement, this Agreement is executed, and the personal property\nwill be transferred, without any warranty of title, either express or implied,\nand without any express or implied warranty or representation as to the\nmerchantability or fitness for any purpose of any of the equipment or other\npersonal property included in the Assets, and without any other express or\nimplied warranty or representation whatsoever.\n\n                  (b).  Real Property.   Except as otherwise expressly set\nforth in this Agreement, this Agreement is executed, and the real property\nincluding Timberland Properties, Mill Facilities, Chipper Facility, and\nMineral Rights and Long Term Leases will be transferred, without any warranty\nof title, either express or implied, except warranties (if any) contained in\nthe deed(s) conveying the real property included in the Assets, and without\nany express or implied warranty or representation as to the merchantability of\nany of the real property included in the Assets, acreage, legal access,\noperations or encroachments or any other condition affecting the Assets. \n\n                  (c).  Condition of Property.  Except as otherwise expressly\nset forth in this Agreement, Buyer agrees to purchase the Timberland\nProperties, Mill Facilities, Chipper Facility, Mineral Rights, Long Term\nLeases, personal property, mobile equipment, machinery and equipment and all\nother Assets \"as is\", \"where is\" and with all faults.  The Buyer certifies by\nexecution hereof that it has had an opportunity to inspect the Timberland\nProperties, Mill Facilities, Chipper Facility, and Mineral Rights and Long\nTerm Leases and other Assets (including the surface and subsurface of any real\nproperty) prior to executing this Agreement; that Buyer either has inspected\nor waived its right to inspect the Timberland Properties, Mill Facilities,\nChipper Facility, and Mineral Rights and Long Term Leases and other Assets for\nall purposes and satisfied itself as to its physical condition, both surface\nand subsurface, including but not limited to conditions specifically related\nto the presence, release or disposal of hazardous substances, but without\nlimiting Buyer's rights under Section 8.11; that it has not relied upon any\ninformation delivered by Seller or its agents concerning the Timberland\nProperties, Mill Facilities, Chipper Facility, and Mineral Rights and Long\nTerm Leases and other Assets; and that it is relying upon its own examination\nof the Timberland Properties, Mill Facilities, Chipper Facility, and Mineral\nRights and Long Term Leases and all other Assets in entering into and in\nconsummating this Agreement.  Buyer further acknowledges and agrees that,\nexcept as otherwise expressly set forth in this Agreement, neither Seller nor\nits agents have made any representations, warranties or covenants whatsoever\nwith respect to the quantity or quality of the timber, the acreage, tax\nstatus, legal access, encroachment or physical condition of the Timberland\nProperties, Mill Facilities, Chipper Facility, and Mineral Rights and Long\nTerm Leases, nor, except as expressly set forth in this Agreement, have they\nmade any  representations, warranties, or covenants whatsoever concerning the\npresence, release or disposal of hazardous substances thereon. \n\n                  (d).  Disclaimer.  Except as otherwise expressly set forth\nin this Agreement, the transaction contemplated hereby shall be without any\nexpress, implied, statutory or other warranty or representation as to the\ncondition, quantity, quality, fitness for particular purpose, freedom from\nredhibitory vices or defects, conformity to models or samples of materials or\nmerchantability of any of the Assets, their fitness for any purpose, and\nwithout any other express, implied, statutory or other warranty or\nrepresentation whatsoever.  In addition, except as otherwise expressly set\nforth in this Agreement, Seller makes no warranty or representation, express,\nimplied, statutory or otherwise, as to the accuracy or completeness of any\ndata, reports, records, projections information or materials now, heretofore\nor hereafter furnished or made available to the Buyer in connection with this\nAgreement including, without limitation, any description of the Assets,\npricing assumptions, or the environmental condition of the Assets or the\nportions affected by the Endangered Species Act or any other materials\nfurnished or made available to Buyer by Seller or its agents or\nrepresentatives; any and all such data, records, reports, projections,\ninformation and other materials furnished by Seller or otherwise made\navailable to Buyer are provided to Buyer as a convenience, and shall not\ncreate or give rise to any liability of or against Seller; and any reliance on\nor use of the same shall be at Buyer's sole risk.\n\n                  Buyer expressly waives the warranty of fitness for intended\npurposes or guarantee against hidden or latent redhibitory vices under\nLouisiana law, including Louisiana Civil Code Articles 2520 through 2548, and\nthe warranty imposed by Louisiana Civil Code Articles 2475; waives all rights\nin redhibition pursuant to Louisiana Civil Code Article 2520, et seq;\nacknowledges that this express waiver shall be considered a material and\nintegral part of this Agreement and the consideration thereof; and\nacknowledges that this waiver has been brought to its attention and explained\nin detail and that it has voluntarily and knowingly consented to this waiver\nor warranty of fitness and\/or warranty against redhibitory vices and defects\nfor the Assets, if the Assets or any part thereof are located in Louisiana.\n\n                  (e)  Waiver of Claims and Indemnity.   Without limiting the\ngenerality of any other provision in this Section 6.7, except as otherwise\nexpressly set forth in this Agreement, Buyer assumes any and all liabilities,\npast, present, or future, of \"Sellers\" as defined below, relating to hazardous\nsubstances or materials, wastes, toxics, pollutants, solid wastes, or\ncontaminants, including without limitation liabilities arising under any\ncurrent or future legal requirement pertaining thereto, which are based upon\nthe ownership or operation of the Assets.  Except as otherwise expressly set\nforth in this Agreement, Buyer assumes the risk that hazardous substances or\nmaterials, wastes, toxics, pollutants, solid wastes, or contaminants may be\npresent in, on or under the Timberland Properties, Mill Facilities, Chipper\nFacility, Long Term Leases, Mineral Rights or other Assets, and hereby waives,\nreleases, and discharges forever Seller, Hanson's general partners, Affiliates\nof Seller, Seller's successors and assigns, and their respective shareholders,\ndirectors, officers, employees, and agents (in this Section 6.7(e)\ncollectively referred to as \"Sellers\") from any and all present or future\nclaims or demands, and any and all damages, loss, injury, liability, claims or\ncosts, including fines, penalties judgements, claims for contribution, and\ncost recovery actions, arising from or in any way related to the condition,\noperation, or use of the Timberland Properties, Mill Facilities, Chipper\nFacility, Long Term Leases, Mineral Rights or other Assets or the presence of\nany hazardous substances or materials, wastes, toxics, pollutants, solid\nwastes, or contaminants in, on or under the Timberland Properties, Mill\nFacilities, Chipper Facility, Long Term Leases, Mineral Rights or other\nAssets; provided, however, that to the extent such waiver, release, or\ndischarge will prejudice Buyer's rights to pursue third parties (not including\nAffiliates of Seller) who have indemnified or insured Seller (or any of the\nthree Sellers) for some or all of the foregoing matters, Buyer shall not, and\nshall not be deemed to, have waived, released, or discharged \"Sellers\" for the\nsole purpose of pursuing such third parties.  Except as otherwise expressly\nset forth in this Agreement, Buyer hereby indemnifies, holds harmless, and\nagrees to defend \"Sellers\" from and against any and all present or future\nclaims or demands, including claims and demands asserted by any Designee, and\nany and all damages, losses, liabilities, injuries, fines, penalties,\njudgments, claims for contribution, and cost recovery actions, and consultant\nfees, expert witness fees, costs and expenses (including attorney's fees\nincurred by Seller in the case of matters involving third parties) arising\nfrom or in any way related to the presence of any hazardous substances or\nmaterials, wastes, toxics, pollutants, solid wastes, or contaminants in, on or\nunder the (i) Timberland, (ii) real property constituting a part of the Mill\nFacilities or Chipper Facility, (iii) Mineral Rights, (iv) Long Term Leases,\nand (v) other real property constituting a part of other Assets (collectively,\nthe Indemnification Properties\").  This indemnity specifically includes the\nobligation of Buyer to remove, remediate, reimburse or take other actions\nrequired by law concerning any hazardous substances or materials, wastes,\ntoxics, pollutants, solid wastes, or contaminants in, on or under the\nIndemnification Properties.  Nothing herein shall limit Buyer's right, in good\nfaith, to contest any action, request or requirement of any governmental\nagency provided that such action is taken at Buyer's sole cost, risk and\nexpense.  The provisions of this Section 6.7(e) shall not include, or create\nany obligation of Buyer with respect to any contractual obligation of\n\"Sellers\" or Seller's predecessors except as provided in Section 1.8(a)(v) or\nas disclosed on any Schedule attached to this Agreement, are solely for the\nbenefit of \"Sellers\", and shall not be construed to be for the benefit of any\nthird party or to constitute a waiver or release of rights against any third\nparty.  Seller hereby assigns to Buyer all rights and claims which Seller may\nnow or hereafter have against third parties relating to any matter for which\nBuyer indemnifies \"Sellers\".  The provisions of this Section 6.7(e) and\nSection 1.8(a)(v) are intended to exclusively set forth Buyer's obligations\nunder this Agreement with respect to assumption, waiver, release, discharge,\nand indemnification of environmental matters, and the provisions of Section\n10.1(b) and Section 1.8(a) (other than Section 1.8(a)(v)) shall not apply to\nsuch obligations of Buyer.\n\n      7.  Representations of Buyer.  Buyer represents to Seller as follows:\n\n            7.1  Buyer's Organization.  Buyer is a corporation organized,\nexisting and in good standing under the laws of Oregon and has the full\ncorporate power and authority to enter into and to perform this Agreement.\nBuyer is qualified to do business and is in good standing in the states of\nWashington and Louisiana.\n\n            7.2  Authorization of Agreement.  The execution, delivery and\nperformance of this Agreement by Buyer have been duly authorized by all\nnecessary corporate action of Buyer, and this Agreement constitutes the valid\nand binding obligation of Buyer enforceable against it in accordance with its\nterms, except to the extent enforceability may be limited by bankruptcy,\ninsolvency or other similar laws affecting the enforcement of creditors'\nrights in general and subject to general principles of equity (regardless of\nwhether such enforceability is considered in a proceeding in equity or at\nlaw).\n\n            7.3  Consents of Third Parties.  The execution, delivery and\nperformance of this Agreement by Buyer will not (a)  violate or conflict with\nthe articles of incorporation or by-laws of Buyer; or (b) constitute a\nviolation of any law, regulation, order, writ, judgment, injunction or decree\napplicable to Buyer.  Except as required by the HSR Act, no consent, approval\nor authorization of any governmental authority is required on the part of\nBuyer in connection with the execution, delivery and performance of this\nAgreement.\n\n            7.4  Litigation.  There are no judicial or administrative actions,\nproceedings or investigations pending or, to the best of Buyer's knowledge,\nthreatened, that question the validity of this Agreement or any action taken\nor to be taken by Buyer in connection with this Agreement. There is no\nlitigation, proceeding or governmental investigation pending or, to the best\nof Buyer's knowledge, threatened, or any order, injunction or decree\noutstanding, against the Buyer that, if adversely determined, would have a\nmaterial effect upon Buyer's ability to perform its obligations under this\nAgreement.\n\n            7.5  Financing.  Buyer will have, on the Closing Date, all funds\nnecessary to pay the Purchase Price and related fees and expenses, and has, or\nwill have on the Closing Date, the financial capacity to perform all of its\nother obligations under this Agreement.  \n\n      8.  Further Agreements of the Parties.  \n\n            8.1  Access to Information.  Buyer and each Designee (subject to\nSection 8.7) shall have access to information, in the possession of Seller,\nrelating to the Timberland Properties, the Mill Facilities, Chipper Facility,\nthe Mineral Rights and the Long Term Leases and other Assets for due diligence\ninvestigation purposes and to facilitate an orderly transition in the\nmanagement of those Assets in anticipation of Closing.  In addition, Seller\nwill make available to Buyer and each Designee its financial statements and\nshall cooperate and instruct Seller's independent auditors to cooperate, at\nBuyer's expense, in preparing the financial statement of the Northwest\nBusiness and Remaining Louisiana Businesses which Buyer will, or such Designee\nmay, be required to file with the Securities Exchange Commission. \n\n            8.2  Notice of Changes and Events.  \n\n                  (a).  Each party shall promptly notify the other party in\nwriting, and furnish to such party any information that such party may\nreasonably request, with respect to the occurrence of any event or the\nexistence of any state of facts that would (i) result in the party's\nrepresentations and warranties not being true if they were made at any time\nprior to or as of the Closing Date, or (ii) impair the party's ability to\nperform its obligations under this Agreement.\n\n                  (b).  Seller agrees to update and bring current all\nSchedules attached to this Agreement prior to the Closing Date.  Any such\nupdated Schedule shall be for informational purposes only and shall not affect\nthe rights and obligations of the parties as set forth in this Agreement.\n\n                  (c).  Notwithstanding anything to the contrary in this\nAgreement, Seller shall have the right, in its sole discretion, to retain any\nclaim, obligation, or liability that may otherwise be transferred to or\nassumed by Buyer in this Agreement.  Seller may, without limitation, exercise\nthis right by omitting or deleting a claim, liability, or obligation on one or\nmore of the Schedules attached to this Agreement.  If Seller exercises this\nright, Seller shall provide written notice to Buyer of the claim, liability,\nor obligation that Seller shall retain within thirty (30) days of Seller's\nreceipt of written notice of said claim, liability, or obligation.\n\n            8.3  Expenses.  Except as otherwise specifically provided in this\nAgreement, Buyer and Seller shall bear their own respective expenses incurred\nin connection with this Agreement and in connection with all obligations\nrequired to be performed by each of them under this Agreement.\n\n            8.4  Publicity.  Buyer and Seller shall consult with each other\nbefore issuing any public announcement or press release concerning the\ntransactions contemplated by this Agreement and, except as may be required by\napplicable law or regulation or rule of any stock exchange or organized\nsecurities market on which the securities of Buyer or Seller's parent are\nlisted or traded, will not make a public announcement or issue a press release\nprior to such consultation.  If Buyer or Seller are so required to make a\npublic announcement or issue a press release such party shall use its best\nefforts to inform the other party hereto prior to making or issuing it.\n\n            8.5  Preservation of Records.  \n\n                  (a).  Buyer agrees that, without expense to Seller, Buyer or\none or more Designees  (i) shall preserve and keep the records relating to the\nTimberland Properties, Mill Facilities, Chipper Facility, Mineral Rights, Long\nTerm Leases and other Assets delivered to it by Seller for a period of six (6)\nyears from the Closing and (b) shall give Seller reasonable access to such\nrecords and to personnel during regular business hours if needed for any bona\nfide purpose, provided such access shall be at Seller's cost and expense,\nincluding reimbursement of Buyer's or any affected Designee's extraordinary\ncosts, if any, of providing such access. \n\n                  (b).  Seller agrees that, at it own expense, it (i) shall\npreserve and keep the records relating to the Timberland Properties, Mill\nFacilities, Chipper Facility, Mineral Rights, Long Term Leases, and other\nAssets which were not transferred to Buyer pursuant to Section 1.4(a) and (ii)\nshall give Buyer and Designees reasonable access to such records and to\npersonnel during regular business hours if needed for any bona fide purpose,\nprovided such access shall be at Buyer's cost and expense, including\nreimbursement of Seller's extraordinary costs, if any, of providing such\naccess.\n\n                  (c).  Notwithstanding the expiration of the six (6) year\nperiod in Subsection (a) above, Buyer agrees that neither Buyer nor any\nDesignee shall destroy the records described in Subsection (a) without first\ngiving Seller sixty (60) days advance written notice and an opportunity to\ntake custody of such records, at Seller's cost and expense, including\nreimbursement of Buyer's or any affected Designee's extraordinary costs, if\nany.\n\n            8.6  Casualty or Condemnation. In the event any uninsured loss or\ndamage occurs to the Assets after the date of this Agreement, but before\nClosing, which has an adverse financial impact in excess of fifteen million\ndollars ($15,000,000) on the value of the Assets, the parties shall reduce the\nPurchase Price by the amount of the adverse financial impact in excess of\nfifteen million dollars ($15,000,000).  If the parties are unable to agree on\nthe amount of said reduction within seven (7) days of the occurrence of the\nloss or damage, then the amount of reduction shall be resolved by arbitration\npursuant to Section 9.2; provided, however, that if said arbitration has not\nbeen completed by the date set for Closing in Section 3.1, the parties shall\nproceed to Close as scheduled, and Subsection 2.1(d) shall apply, including\nthe provisions relating to the amount of the Deposit payable at Closing.  In\nthe event any insured loss, destruction, casualty or damage occurs to the\nAssets after the date of this Agreement, but before Closing, or in the event\ncondemnation action is instituted on the Assets after the date of this\nAgreement, but before Closing, then Seller shall assign to Buyer at Closing\nall proceeds from such policies or condemnation action, and there shall be no\nadjustment in the Purchase Price.  Seller shall maintain its current casualty\npolicy and property damage insurance policy on the Mill Facility at Warrenton,\nOregon, and on the Chipper Facility through Closing.\n\n            8.7  Confidentiality.  Hanson and Buyer have previously executed a\nConfidentiality Agreement in the form attached hereto as Schedule 8.7. \nNotwithstanding anything to the contrary in the Confidentiality Agreement, the\nparties hereto covenant and agree that the terms and provisions of this\nAgreement and all information and data obtained in connection with this\nAgreement shall be treated as Evaluation Material in the Confidentiality\nAgreement.  Buyer shall require any third party which has not already executed\nthe Confidentiality Agreement and to which it intends to disclose any\ninformation supplied under the Confidentiality Agreement or this Agreement to\ncountersign and assume all of the obligations and covenants of the\nConfidentiality Agreement and deliver a copy of the Confidentiality Agreement\nto Seller, prior to delivery of any information to such third party.  If this\nAgreement is terminated for any reason, the foregoing covenant shall survive\nthe termination; if this Agreement is not so terminated, then the foregoing\ncovenant shall be deemed terminated at Closing.\n\n            8.8  Allocation and Tax Matters.\n\n                  (a).  The Purchase Price shall be allocated among the Assets\nin accordance with Schedule 8.8 attached hereto.  Seller and Buyer agree to\ncomplete IRS form 8594 consistently with the foregoing allocation and to\nfurnish each other with a copy of such form prepared in draft form within\nforty five (45) days prior to the filing due date for such form.  Within sixty\n(60) days after the Closing, Buyer shall submit to Seller a proposed detailed\nallocation schedule which is in all respects consistent with Schedule 8.8. \nThereafter, Buyer and Seller shall use their respective best efforts to\npromptly agree to a final detailed schedule.  Neither Seller nor Buyer shall\nfile any tax return or take a position with any taxing authority that is\ninconsistent with the foregoing allocation.\n\n                  (b).  For purposes of preparing Washington Real Estate\nExcise Tax affidavits provided for in RCW 82.45.150 and computing the transfer\ntax in Washington County, Oregon, the parties agree to use the market value\nassessment as reflected on the county property tax rolls at the time of\nClosing.  Buyer has requested that Seller satisfy ORS 93.030 by stating that\nthe \"actual consideration consists of or includes other property or value\ngiven or promised, which is part of the consideration.\"  Buyer agrees to\nindemnify, defend, and hold harmless Seller from any investigation, claim,\nliability, fine, or penalty arising from the foregoing method of computation\nand compliance which Seller has used at Buyer's request.  The Buyer agrees to\nexecute at Closing a Notice of Continuance, incorporated in the Real Estate\nExcise Tax Affidavits provided for in RCW 82.45.150, continuing the forest\nland classification or designation of that portion of the Timberland\nProperties in the State of Washington so classified or designated as provided\nin RCW 84.33.140.  \n                  \n            8.9  Termination.  This Agreement shall be terminated at any time\nprior to the Closing:\n\n                  (a).  by mutual written agreement executed by Seller and\nBuyer; or\n                  \n                  (b).  by either party if applicable law (including but not\nlimited to the HSR Act) prohibits the consummation of the sale and purchase of\nthe Assets pursuant to this Agreement or if, at the Closing Date, any action,\nproceeding or investigation shall have been instituted or threatened in\nwriting by any governmental agency seeking to enjoin, restrain, prohibit,\nimpose material conditions upon or obtain substantial damages in respect of,\nthe transactions contemplated by this Agreement; or\n\n                  (c).  by either party as provided in Section 3.2.\n\n                  Upon such termination, Escrow Agent shall deliver the\nDeposit and any interest accrued thereon to Buyer, and neither of the parties\nshall have any liability or further obligation arising out of this Agreement\nexcept as expressly stated in this Agreement.  \n\n      8.10  Access Pending Closing.  Buyer and any Designee may, upon\nreasonable notice to Seller, have access to the Timberland Properties, Mill\nFacilities, Chipper Facility, real property described in the Long Term Leases,\nand other Assets for purposes of conducting due diligence investigations and\npreparing for transition of ownership, all in accordance with the terms and\nconditions of the Access Agreement previously executed by Buyer and to be\nexecuted by any such Designee, a copy of which is attached hereto as Schedule\n8.10.\n\n      8.11  Buyer's Due Diligence.  \n\n                  (a).  Buyer may conduct due diligence examinations during a\nperiod commencing on the date hereof and ending at the close of business on\nthe day prior to the Closing Date (the \"Due Diligence Period\").  In the event\nthat Buyer makes a reasonable and objective determination that there are Price\nAdjustment Items as defined in Section 8.11(d), Buyer will have the right, but\nonly during the Due Diligence Period, to notify Seller in writing, with\nreasonable detail, of said Price Adjustment Items; provided, that no such\nwritten notice given to Seller more than thirty (30) days after the date of\nthis Agreement shall include a Price Adjustment Item relating to environmental\nmatters.  \n\n                  (b).  In the event Buyer makes a reasonable and objective\ndetermination that there are Price Adjustment Items as defined in Section\n8.11(d) which will have an aggregate adverse financial impact of at least the\nFirst Threshold in the Price Adjustment Formula set forth in Section 8.11(e),\nBuyer will have the right to deliver to Seller, but only during the Due\nDiligence Period, a notice that Buyer is entitled to an adjustment in the\nPurchase Price (the \"Price Adjustment Notice\"), provided that no Price\nAdjustment Notice given more than thirty (30) days after the date of this\nAgreement shall include a Price Adjustment Item relating to environmental\nmatters.  The Price Adjustment Notice shall be accompanied by a schedule\nsetting forth in reasonable detail Buyer's computation of the dollar amount of\nthe Price Adjustment Items.  Seller shall either accept the price adjustment\n(including the appropriateness of the Price Adjustment Items listed therein)\nprovided for in the Price Adjustment Notice, in accordance with the Price\nAdjustment Formula, or require that the price adjustment (including the\nappropriateness of the Price Adjustment Items listed therein) be determined by\narbitration pursuant to Section 9.2.  Seller shall be deemed to have elected\nto require arbitration unless Seller, within ten (10) days after receipt of\nthe Price Adjustment Notice and at least five (5) business days prior to the\nClosing Date, notifies Buyer that Seller accepts the Price Adjustment Notice. \nIf arbitration is required, Section 2.1(d) shall apply.  If Seller accepts the\nPrice Adjustment Notice, the Purchase Price shall be reduced by the adverse\nfinancial impact as set forth in the Price Adjustment Notice, in accordance\nwith the Price Adjustment Formula.  If it is determined through arbitration\nthat the adverse financial impact is less than the First Threshold, there will\nbe no price adjustment, but the amount of financial impact so determined shall\nbe carried forward as a portion of the First Threshold in making the\ncalculations in Section 10.4(c).  If the arbitrator determines that the\nadverse financial impact is in excess of the First Threshold, the Purchase\nPrice shall be reduced in accordance with the Price Adjustment Formula.  The\namount of financial impact so determined shall be carried forward as the\nFirst, Second, or Third Threshold (as applicable) in making the calculations\nin Section 10.4(c).  \n\n                  (c).  If Buyer provides written notice of Price Adjustment\nItems as provided in Subsection (a) above but does not deliver to Seller the\nPrice Adjustment Notice described in Subsection (b) above during the Due\nDiligence Period, Buyer will have the right, within six (6) months after\nClosing, to deliver to Seller a notice that Buyer is entitled to an adjustment\nin the First Threshold for purpose of Section 10.4 (the \"Post Closing\nAdjustment Notice\").  The Post Closing Adjustment Notice shall be accompanied\nby a schedule setting forth in reasonable detail Buyer's computation of the\ndollar amount of the Price Adjustment Items that provide the basis for the\nPost Closing Adjustment Notice; provided however, the Post Closing Adjustment\nNotice cannot allege an adverse financial impact greater than fifteen million\ndollars ($15,000,000) (the First Threshold).  Seller shall either accept the\nadjustment (including the appropriateness of the Price Adjustment Items listed\ntherein) provided for in the Post Closing Adjustment Notice, in accordance\nwith the Price Adjustment Formula, or require that the adjustment (including\nthe appropriateness of the Price Adjustment Items listed therein) be\ndetermined by arbitration pursuant to Section 9.2.  Seller shall be deemed to\nhave elected to require arbitration unless Seller, within ten (10) days after\nreceipt of the Post Closing Adjustment Notice, notifies Buyer that Seller\naccepts the Post Closing Adjustment Notice.  The adjustment so determined in\nthis Subsection (c) shall not adjust the Purchase Price, but shall be carried\nforward as a portion of the First Threshold in making the calculations in\nSection 10.4(c).  \n\n                  (d).  In determining the adverse financial impact for\npurposes of Section 8.11(a), the following items shall be taken into account\nas Price Adjustment Items:\n\n                        (i)   Failure of Seller to be vested in title in more\nthan five hundred (500) acres of the Timberland, in the  aggregate, or to the\nMill Facilities or Chipper Facility described in the Title Reports attached to\nthis Agreement as Schedule 4, and the threshold provisions of Section 8.11\nshall not apply to any such Price Adjustment Item (i.e., the Purchase Price\nshall be reduced by the amount of the adverse financial impact of such Item),\nnor shall the reduction in Purchase Price for such Item reduce the threshold\nprovisions of Section 10.4.  As used in this Subsection (i), \"vested in title\"\nmeans that the applicable Title Report states that the Seller (or any of the\nthree Sellers) is vested in title (without regard to exceptions or objections\nnoted in such Title Report).;\n\n                        (ii)  The existence of any exception to title on any\nportion of the Timberland: (a) which was not shown on Schedule 4, and (b)\nwhich was not disclosed on any other Schedule attached to this Agreement, and\n(c) which materially interferes with the use thereof for the production and\nharvesting of timber; provided that the threshold provisions of Section 8.11\nshall not apply to such Price Adjustment Item if the exception to title was\ncreated by Seller after the date of the applicable Title Report and was not\neither created in the ordinary course or consented to by Buyer, nor shall the\nreduction in Purchase Price for such Item reduce the threshold provisions of\nSection 10.4.\n\n                        (iii) The existence of any exception to title on the\nMill Facilities or Chipper Facility: (a) which was not shown on Schedule 4 for\nClatsop County or Wahkiakum County, respectively , and (b) which was not\ndisclosed on any other Schedule attached to this Agreement, and (c) which\nmaterially interferes with the use of the Mill Facilities or Chipper Facility\nfor their intended purpose; provided that the threshold provisions of Section\n8.11 shall not apply to such Price Adjustment Item if the exception to title\nwas created by Seller after January 1, 1996, and was not either created in the\nordinary course or consented to by Buyer, nor shall the reduction in Purchase\nPrice for such Item reduce the threshold provisions of Section 10.4.\n\n                        (iv)  The existence of any exception to title on\nSeller's leasehold interest in any of the Long Term Leases assigned to Buyer:\n(a) which would have been an exception to title on a Title Report if such\nReports had been prepared for the Long Term Leases, and (b) which was not\ndisclosed on any Schedule attached to this Agreement, and (c) which materially\ninterferes with the use thereof for the production and harvesting of timber;\nprovided that the threshold provisions of Section 8.11 shall not apply if the\nexception to title was created by Seller after January 1, 1996, and was not\neither created in the ordinary course of business or consented to by Buyer,\nnor shall the reduction in Purchase Price for such Item reduce the threshold\nprovisions of Section 10.4.                     \n\n                        (v)   The presence of any hazardous substances or\nmaterials, wastes, toxics, or contaminants in, on or under any of the\nIndemnification Properties (but only for thirty (30) days after the date of\nthis Agreement and only to the extent they were not disclosed in Schedule\n6.6); provided that with respect to the real property in North Louisiana and\nSouthwest Louisiana (including the Long Term Leases), the presence of any\nhazardous substances or materials, wastes, toxics, or contaminants or any\nother effects created by, resulting from or related to oil and gas operations\nshall not be taken into account as Price Adjustment Items. \n\n                        (vi)  Any breach of representations of Seller in\nSection 6 of this Agreement during the Due Diligence Period, but with respect\nto Section 6.6, only if included in a Price Adjust Notice given within thirty\n(30) days after the date of this Agreement; provided, that in determining the\nadverse financial impact for breach of representations of Seller, any benefit\nto Buyer caused by such breaches of representations of Seller and other\nbreaches of representations of Seller during the Due Diligence Period shall be\noffset or taken into account.\n\n                  (e).  Price Adjustment Formula.  As used in this Section\n8.11 and in Section 10.4(b) and (c), the term \"First Threshold\" means fifteen\nmillion dollars ($15,000,000); the term \"Second Threshold\" means twenty five\nmillion dollars ($25,000,000); the term \"Third Threshold\" means thirty five\nmillion dollars ($35,000,000).  If the First Threshold, but not the Second\nThreshold, is met, the Purchase Price shall be reduced by fifty percent (50%)\nof the amount of the adverse financial impact in excess of the First\nThreshold; and if the Second Threshold, but not the Third Threshold, is met,\nthe Purchase Price shall be additionally reduced by two-thirds of the amount\nof the adverse financial impact in excess of the Second Threshold; and if the\nThird Threshold is met, the Purchase Price shall be additionally reduced by\none hundred percent (100%) of the amount of the adverse financial impact in\nexcess of the Third Threshold. \n\n      9.  Default; Remedies; Arbitration.\n            \n            9.1  Default; Remedies.  Time is of the essence of this Agreement. \nIf either party fails or refuses to carry out this Agreement according to its\nterms, the other party shall be entitled to the remedies set forth below.\n\n                  (a).  Buyer's Default.\n\n                        (i)  Buyer's Failure to Complete Purchase.  Except as\notherwise provided in this Agreement, in the event Buyer fails, without legal\nexcuse, to complete the purchase of the Assets pursuant to this Agreement, the\nDeposit (and all interest accrued thereon) shall be forfeited to Seller as the\nsole and exclusive remedy available to Seller for such failure.\n\n                        (ii)  Buyer's Other Defaults.  Nothing in Subsection\n9.1 (a) shall affect or limit Seller's rights with respect to any cause of\naction arising from any other breach or default of the Agreement by Buyer.\n\n                  (b).  Seller's Default.  Except as otherwise provided in\nthis Agreement, in the event Seller fails or refuses to complete the purchase\nof the Assets or is otherwise in breach or default of its obligations in this\nAgreement, Buyer shall be entitled to a refund of the Deposit (and all\ninterest accrued thereon) without prejudice to Buyer's right to terminate the\nAgreement and\/or pursue any and all remedies available at law or in equity by\nreason of Seller's breach or default, including without limitation, specific\nperformance and damages for any failure by Seller to perform the obligations\nto be performed by it from and after the date of this Agreement; provided,\nhowever, that Buyer's sole remedy against Seller for Seller's breach of\nSection 6 and the representations set forth therein shall be as set forth in\nSection 8.11 and the indemnification by Seller of Buyer as set forth in\nSection 10.\n\n            9.2  Arbitration.  This Agreement shall not be subject to\ntermination except as specifically provided in this Agreement.  Any question,\ncontroversy or claim arising under or relating to this Agreement, including\nwithout limitation any such matter pertaining to an alleged event having a\nMaterial Adverse Effect or any adjustment of the Purchase Price, or for any\nbreach hereof, shall be settled by arbitration in accordance with the rules of\nthe American Arbitration Association and the provisions of the laws of the\nState of Washington relating to arbitration, as said rules and laws are in\neffect on the date of this Agreement.  The arbitration shall be conducted in\nVancouver, Washington, by and before a single arbitrator, who is experienced\nin the problem or problems in dispute, to be agreed upon by the Seller and\nBuyer, or if they are unable to agree upon an arbitrator within ten (10) days\nafter written demand by either party for arbitration, then, at the written\nrequest of either party, the arbitrator shall be appointed by the American\nArbitration Association, or failing such appointment, by the Superior Court in\nand for the County of Clark, State of Washington.  Proceedings to obtain a\njudgment with respect to any award rendered hereunder shall be undertaken in\naccordance with the law of the State of Washington including the conflicts of\nlaws provisions thereof.\n\n            Each party shall pay one-half of the arbitrator's fees and\nexpenses.  Upon application to the arbitrator, the parties shall be entitled\nto limited discovery, including only exchange of documents and only\ndepositions on such terms as the arbitrator may allow for purposes of fairness\nand to reduce the overall time and expense of the arbitration.\n\n      10.  Indemnification and Related Matters.  \n\n             10.1  Indemnification.\n\n                  (a)  Seller agrees to defend, indemnify and hold Buyer and\nits parents, subsidiaries, affiliates, predecessors, successors and assigns\n(and their respective officers, directors, employees and agents) harmless from\nand against any and all loss, claims, liabilities, damages, costs and\nexpenses, including attorneys fees incurred with respect to third parties\n(\"Damages\") resulting from, based upon, or arising out of:\n\n                        (i) all of the Excluded Liabilities set forth in\nSection 1.8(b);\n\n                        (ii)  Subject to Section 10.4, and taking into account\nany adjustments made for such breach in Section 8.11, breaches of Seller's\nrepresentations set forth in Section 6;\n\n                    (iii)  Subject to Section 10.4, claims of third parties\nthat are asserted after Closing, to the extent the basis of such claims arose\nprior to Closing; provided, that this Subsection (iii) shall only apply to a\nclaim which will result in loss to Buyer in excess of $100,000; and provided\nfurther, that the indemnity in this Subsection (iii) shall not apply at all to\nmatters disclosed on Schedule 6.4 or to matters covered by Section 8.11 or to\nmatters for which Buyer is indemnifying Seller as provided in this Agreement;\n\n                    (iv)  Subject to Section 10.4, permits,  licenses, or\nContracts (which are not Material Contracts) assumed by Buyer pursuant to\nSection 1.8 but which were not disclosed to Buyer in any Schedule attached to\nthis Agreement; provided, that this Subsection (iv) shall only apply to a\npermit, license, or Contract: (a) which will require Buyer to pay more than\n$100,000 in any twelve-month period, and (b) which will not expire and cannot\nbe terminated within twelve months of Closing without penalty, liability, or\npremium, and (c) which provides no material benefit to Buyer;\n\n                        (v)  all actions, claims, suits, proceedings, demands,\nassessments, judgments, costs and expenses, including attorneys' fees\n(incurred with respect to third parties), with respect to the foregoing.\n\n                  (b).  Buyer agrees to save, defend, indemnify and hold\nSeller and its general partners, parents, subsidiaries, affiliates,\npredecessors, successors and assigns (and their respective officers,\ndirectors, employees and agents) harmless from and against any loss, claims,\nliabilities, damages, costs and expenses, including attorneys' fees incurred\nwith respect to third parties (\"Damages\") resulting from, based upon, or\narising out of:\n\n                        (i)  any breaches, occurring before, at or after\nClosing, of Contracts, Long Term Leases, permits, licenses, and all other\nagreements and obligations transferred or assigned to Buyer;\n\n                        (ii)  the operation, management or condition  of the\nAssets or Northwest Business or Remaining Louisiana Businesses, whether\narising before, at or after the Closing, excluding only those matters covered\nby Section 10.1 (a)(i) above; and\n\n                        (iii)  all matters assumed by the Buyer pursuant to\nany and all provisions of this Agreement or any related agreement.\n\n                        (iv)  all actions, claims, suits, proceedings,\ndemands, assessments, judgments, costs and expenses, including attorneys' fees\n(incurred with respect to third parties), with respect to the foregoing.\n\n      Wherever this Agreement provides for Buyer's indemnification of Seller, \nthe term \"Seller\" shall mean each or all of CERI, CFII, and Hanson. \n\n            10.2  Determination of Damages; Claims.  In calculating any\namounts payable to Buyer pursuant to Section 10.1 (a) or payable to Seller\npursuant to Section 10.1 (b), Seller or Buyer, as the case may be, shall\nreceive credit for (i) any reduction in tax liability as a result of the facts\ngiving rise to the claim for indemnification, and (ii) any insurance\nrecoveries.\n\n            10.3  Defense of Claims by Third Parties.  If any claim is made\nagainst Buyer or Seller that, if sustained, would give rise to a liability of\nthe other under this Agreement, Buyer or Seller, as the case may be, shall\npromptly cause notice of the claim to be delivered to the other and shall\nafford the other and its counsel, at the other's sole expense, the opportunity\nto defend, with counsel reasonably satisfactory to the party against which\nsuch claim is made, or settle the claim. If either party takes said\nopportunity to settle the claim, such party shall obtain a release of the\nother party in any settlement agreement with the third party.\n\n            10.4  Limitations on the Indemnification.\n\n               (a).  With respect to Seller's indemnification of Buyer\npursuant to Subsections 10.1(a) (ii), (iii), and (iv), Buyer shall promptly\ninform Seller in writing of each such matter, as and when Buyer becomes aware\nof such matter, and shall keep complete and accurate records of actual damages\nincurred by Buyer as a result thereof.\n\n               (b).  Seller's indemnification of Buyer pursuant to Subsections\n10.1(a) (ii), (iii), and (iv) shall not commence until Buyer has incurred\nactual loss or damage, including, in the case of matters involving third\nparties, costs and attorney's fees incurred by Buyer (\"Actual Loss\"), in the\naggregate, in excess of the First Threshold for the matters described in said\nSubsections.  Actual loss shall also include actual loss or damage suffered by\nany Designee which would have been suffered by Buyer had all the Assets been\ntransferred to Buyer.  After Buyer has incurred Actual Loss in excess of the\nFirst Threshold but less than the Second Threshold, Seller's indemnification\nof Buyer pursuant to Subsection 10.1(a) (ii), (iii), and (iv) shall obligate\nSeller to compensate Buyer for fifty percent (50%) of Actual Loss incurred by\nBuyer in excess of said First Threshold.  After Buyer has incurred Actual Loss\nin excess of the Second Threshold but less than the Third Threshold, Seller's\nindemnification of Buyer pursuant to Subsection 10.1(a) (ii), (iii), and (iv)\nshall obligate Seller to compensate Buyer for two-thirds (2\/3) of Actual Loss\nincurred by Buyer in excess of the Second Threshold.  After Buyer has incurred\nActual Loss in excess of the Third Threshold, Seller's indemnification of\nBuyer pursuant to Subsection 10.1(a) (ii), (iii), and (iv) shall obligate\nSeller to compensate Buyer for one hundred percent (100%) of Actual Loss\nincurred by Buyer in excess of the Third Threshold.\n\n                  (c).  In determining the Thresholds of Seller's\nindemnification of Buyer in Subsection (b) above, there shall be taken into\naccount the amounts carried forward from the Thresholds attained pursuant to\nSection 8.11(b) and (c).  By way of example, if it is determined, by mutual\nagreement or arbitration, that there is an adverse financial impact of\nfourteen million dollars ($14,000,000) in Section 8.11(b) or (c), Buyer would\nonly have to incur Actual Loss of one million dollars ($1,000,000) to reach\nthe First Threshold in Subsection (b) above.  By way of another example, if it\nis determined that there is an adverse financial impact of thirty four million\ndollars ($34,000,000) in Section 8.11(b), Buyer would only have to incur\nActual Loss of one million dollars ($1,000,000) to pass through the First and\nSecond Thresholds and reach the Third Threshold in Subsection (b) above. \n\n               (d)  Notwithstanding anything to the contrary to this\nAgreement, Seller shall not be obligated to indemnify Buyer on any claim for\nindemnification submitted by Buyer to Seller after December 31, 1998, except\nfor matters arising under Section 10.1 (a)(i).\n\n      11.   Employee Matters.\n\n            11.1  Definitions.\n\n                  (a).  Employees.  The term \"Employees\" shall mean all of the\npersons actively employed by Seller at the Northwest and Remaining Louisiana\nBusinesses in daily operations in hourly or salaried status immediately\npreceding the Closing, and those persons identified in Schedule 11.2(f) as\nemployed by Seller in daily operation of the Business who are either a) on\ndisability, or b) on leave of absence.  This does not include persons listed\nin Schedule 11.1(a), which lists executive officers of Seller.\n\n                  (b).  Transferring Employees.  All Employees, except\nBargaining Unit Employees, who apply for, are offered, and who accept\nemployment with Buyer on the Closing Date or within 90 days thereafter.\n\n                  (c).  Bargaining Unit Employee.  Any Employee in an\noperation of the Northwest Business who is covered by the terms of a\ncollective bargaining agreement between a labor organization and Seller\nimmediately prior to the Closing Date.\n\n                  (d).  List of Employees.  Schedule 11.1(d) sets forth a true\nand correct list of all Employees, together with their respective job titles,\nhourly rates or base salary, date of birth, Social Security number, and most\nrecent date of hire (or credited service), as of ten (10) days prior to the\ndate of this Agreement, and will be updated to be true and correct as of ten\n(10) days prior to the Closing Date.\n\n            11.2  Applications\/Hiring.\n\n                  (a).  Within ten (10) days after the date this Agreement is\nsigned, Buyer will provide applications for employment to all Seller's\nEmployees, as defined in 11.1(d) above, provided that Buyer may also notify\nSeller of positions which it may not wish to continue.  Buyer and Seller will\ncooperate in preparing Employee meetings.\n\n                  (b).  Employees from whom applications will be solicited by\nBuyer will also be provided with a document or documents setting forth the\nessential terms and conditions of employment under which Buyer intends to\noperate the Assets.  Buyer will consider applications from all Employees of\nSeller who apply for employment under such terms and conditions of employment\npursuant to its normal hiring procedure.  If applications acceptable to Buyer\nare received from Seller's Salaried Employees, offers of employment shall be\nextended within fifteen (15) working days of application receipt or as soon as\nreasonably practical thereafter.  Offers to other Employees who submit\napplication and who are acceptable to Buyer will be extended on or before the\nClosing Date.\n\n                  (c).  Salaried Terms and Conditions.  Solicitations of\nSeller's salaried Employees who submit applications for employment with Buyer\nwill be made on terms and conditions of employment consistent with and\ngenerally applicable to Buyer's salaried work force in positions of like\nstatus and pay.  However, in order to minimize Seller's severance cost, Buyer\nagrees to offer employment to at least fifty-five (55) Salaried Employees (or\nto such lesser number if such lesser number of Salaried Employees apply), and\nthat for those Salaried Employees offered employment, at least 85% will be\nhired at 96% or more of their Base pay with Seller as listed in Schedule\n11.1(d).\n\n                  During the twelve (12) month period following Closing, Buyer\nagrees to provide employment consideration in filling open positions in the\nPortland metropolitan area (which are not filled from within) to the Employees\nshown on Schedule 11.1(d) who are not offered employment prior to Closing.\n\n                  (d).  Nonunion Hourly Terms and Conditions.  Solicitations\nof Seller's nonunion hourly Employees who submit applications for employment\nwith Buyer will be made as Buyer may determine on terms and conditions of\nemployment consistent with their existing terms and conditions or terms and\nconditions consistent with and generally applicable to Buyer's nonunion hourly\nwork force in positions of like status and pay in similar type operations of\nBuyer in the same region or geographic proximity.\n\n                  (e).  Bargaining Unit Employees.  Buyer does not accept or\nassume the terms of any collective bargaining agreement of Seller.  If, as a\nresult of processing applications under paragraph (b) above, a majority of the\nEmployees to whom Buyer extends offers of employment are from Seller's\nbargaining unit, Buyer will recognize the current collective bargaining agent\nof such Employees.\n\n                  All Bargaining Unit Employees of the Northwest Business who\naccept employment with the Buyer and who commence such employment immediately\nafter the Closing Date shall receive wages and benefits in accordance with the\nterms of employment established by Buyer, or, assuming recognition of a\nbargaining agent as described above, pursuant to any collective bargaining\nagreements negotiated by Buyer and the bargaining agent of such Employees\nafter the Closing Date.\n\n                  (f).  Disabled Employees\/Leave of Absences.  Employees\nidentified in Schedule 11.2(f) who make application, are offered, and accept\nemployment must begin employment with Buyer no later than the first working\nday of the sixth (6th) month following the month in which the Closing Date\noccurs unless otherwise provided by law or extended by Buyer.\n\n            11.3  Employment Obligations of Seller and Buyer.\n\n                  (a).  Buyer's Obligations\/Employment Claims.\n\n                        (i)   Subject to the provisions of Section 11.4 and\nSection 11.5, Buyer agrees to assume all employment-related obligations\naccruing on or after the Closing Date pertaining to Transferring Employees\nincluding, without limitation, compensation for services performed for Buyer\n(and related employment and withholding taxes); benefits accrued under any\nBuyer-sponsored employee welfare or pension benefit plan (as defined under\nERISA Sections 3(1) and 3(2), respectively); benefits accrued under any other\nemployee benefit plan or arrangement of Buyer covering the Transferring\nEmployees; and workers' compensation benefits with respect to claims relating\nto events occurring on or after the Closing Date or filed more than one-\nhundred eighty (180) days after the Closing Date, regardless of date of\naccident or illness. \n\n                        (ii)  Buyer will retain all liability for all claims,\nlosses, damages, and expenses (including, without limitation, reasonable\nattorney's fees), and other liabilities and obligations relating to or arising\nout of all unfair labor practice charges, wrongful termination litigation,\nemployment discrimination charges, severance claims, health and welfare\nclaims, retirement claims and any other claims related to employment and based\nupon Buyer's conduct on or after the Closing Date which are filed within\napplicable statutes of limitations.\n\n                  (b).  Seller's Obligation\/Employment Claims.\n\n                        (i)   Subject to the provisions of Section 11.4 and\n11.5, Seller agrees to assume all employment related obligations with respect\nto all Employees accruing prior to the Closing Date including, without\nlimitation, compensation for services performed for Seller (and related\nemployment and withholding taxes); benefits accrued under any Seller sponsored\nemployee welfare or pension plan (as defined under ERISA Sections 3(1) and\n3(2) respectively) covering the Employees or former Employees prior to or\nafter the Closing Date; benefits accrued under any other employee benefit plan\nor arrangement of Seller covering the Employees or former Employees prior to\nor after the Closing Date; and workers' compensation benefits with respect to\nclaims filed before the Closing Date or within one hundred eighty (180) days \nafter the Closing Date and relating to events occurring prior to the Closing\nDate.\n\n                        (ii)  Seller will retain all liability for any and all\nclaims, losses, damages, and expenses (including, without limitation,\nreasonable attorney's fees) and other liabilities and obligations relating to\nor arising out of all unfair labor practice charges, wrongful termination\nlitigation, employment discrimination charges, severance claims, health and\nwelfare claims, asbestos claims, retirement claims, OSHA citations and any\nother claims arising out of any employment and based upon Seller's conduct\noccurring prior to the Closing Date including actions filed as of the Closing\nDate or filed thereafter within applicable statutes of limitations.\n\n                  (c).  COBRA.  Seller shall be responsible for the health\ncare coverage of any Employees as may be required by COBRA under affected\nSeller Welfare Plans.  After the Closing Date, Seller shall ensure that the\noption of continuing health care coverage under the Seller Welfare Plans is\nextended to the Employees to the extent required by COBRA.  Buyer shall be\nresponsible for providing health care continuation coverage as required by\nCOBRA to any Transferring Employees terminated by Buyer after the Closing\nDate.\n\n                  (d).  Vacation Obligations\/Transferring Employees.\n\n                        (i)   Vacation earned as of May 1, 1996 and to be\ntaken in 1996 by Transferring Employees under Seller's vacation policy will be\ncredited to Transferring Employees on the Closing Date to the extent not then\ntaken.  Buyer shall grant Transferring Employees time off with pay (vacation)\nfor this full credited amount, or pay in lieu of time off for any portion not\ntaken by December 31, 1996.  Within fifteen (15) days after the actual date of\nClosing Seller shall pay to Buyer the amount of such earned vacation pay\npayable by Buyer to such Transferring Employees.\n\n                        (ii)  Vacation accruing in 1996 to be taken in 1997 by\nTransferring Employees will be determined in accordance with Buyer's vacation\npolicy.  In the application of Buyer's vacation policy, Buyer shall recognize\nservice of such Employees with Seller and its predecessors to the extent\nSeller recognized such service under its vacation policy.  Seller shall\nprovide Buyer, on or before the Closing Date, with a list of such recognized\nservice including the number of vacation weeks earned under Seller's Plan for\nall Employees as of May 1, 1996.  For those Transferring Employees who remain\nin Buyer's employment until at least January 1, 1997, Buyer will accrue\nvacation from January 1, 1996 notwithstanding the fact that the Transferring\nEmployees were not its Employees until after the Closing Date.  For those who\ndo not remain in employment with Buyer until year end, vacation will accrue\n1\/12 pro rata for each completed calendar month of employment between the\nClosing Date and December 31, 1996.\n\n                  (e).  Severance Pay Obligations.\n\n                        (i)   Seller assumes all severance pay obligations, if\nany, for all Employees who are not hired by Buyer pursuant to Seller's\npolicies, plans, or agreements relating to severance from employment.\n\n                        (ii)  Any Salaried Transferring Employee hired by\nBuyer who is terminated during the first six (6) months following the month in\nwhich the Closing Date occurs, for reasons other than cause or misconduct,\nshall receive severance pay from Buyer equal to that which he or she would\nhave received under Seller's severance pay policies as written on January 1,\n1996, generally applicable to Seller's Employees in like positions and pay\nstatus in the same amount which would have been payable had such Salaried\nTransferring Employee not been hired by Buyer.  Seller shall provide Buyer\nwith copies of its applicable policies as soon as reasonably practical after\nsigning of this Agreement.\n\n                        (iii)  Any Salaried Transferring Employee hired by\nBuyer who is terminated by Buyer after the six (6) month period in (ii) above\nor any other Transferring Employee will receive severance pay, if any, in\naccordance with Buyer's severance pay policies uniformly applicable to other\nEmployees in positions of similar status and pay.  In the application of such\npolicies, Buyer shall recognize the Transferring Employee's service with\nSeller from his or her most recent date of hire with Seller.\n\n            11.4  Employee Benefits.\n\n                  (a).  All Transferring Employees of the Northwest or\nRemaining Louisiana Businesses who accept employment with Buyer and commence\nsuch employment immediately on the Closing Date will be, starting on the\nClosing Date, covered by Buyer's existing employee benefit plans in accordance\nwith their terms and will be subject to Buyer's existing employment policies,\nas applicable to Buyer's Employees who are similarly situated.  Transferring\nEmployees shall be credited with their service with Seller from their most\nrecent date of hire for purposes of vesting, participation and eligibility\n(but not benefit calculations, except as provided in Section 11.5(c)\npertaining to certain Salaried Employees), under Buyer's plans and policies,\nas though such service had been with Buyer.\n\n                  (b).  With respect to Buyer medical coverage, there shall be\nno waiting period for participation by Transferring Employees or their\ndependents and they shall be credited with any deductibles satisfied under\nSeller's medical plans for claims incurred during calendar year 1996 in\nmeeting the deductible requirements of Buyer's plans.  Buyer will also waive\nany preexisting condition restrictions under the Buyer Welfare Plans with\nrespect to Transferring Employees or their dependents.\n\n                  (c).  Buyer will provide no benefit coverage to a\nTransferring Employee or his or her dependents to the extent that such person\nhas not reported to work and continues to be eligible by reason of disability\nunder the Seller Welfare Plans in accordance with their terms as in effect\nimmediately prior to the Closing Date.\n\n                  (d).  In particular, but without limitation, (i) claims for\nmedical, hospital or other health care expenses incurred by Transferring\nEmployees or their dependents on or after the Closing Date shall be covered\nunder the Buyer Welfare Plans, subject to the limitations thereof and claims\nfor such expenses incurred by Transferring Employees or their dependents prior\nto the Closing Date shall be covered, subject to the limitations thereof (but\nin accordance with the terms of this Agreement), under Seller's Welfare Plans;\n(ii) claims of Transferring Employees or their dependents for life insurance,\naccidental death and dismemberment and disability benefits with respect to\ndeath, disability or other injury occurring on or after the Closing Date shall\nbe covered under Buyer's Welfare Plans, and claim for such benefits with\nrespect to death, disability or injury occurring prior to the Closing Date\nshall be covered under Seller's plans (as applicable).  The amount and type of\nbenefits payable in any case shall be determined in accordance with the terms\nof the applicable Welfare Plan.  Seller and Buyer acknowledge that certain\nTransferring Employees who will have attained age 65 or age 55 and 5 years of\nservice for purposes of Seller's retiree medical plan as of the Closing Date\nwill be eligible to elect retiree medical coverage under Seller's retiree\nmedical plan, but only if they do so immediately after the Closing Date; that\nsuch coverage requires payment of contributions in an amount determined by\nSeller pursuant to Seller's retiree medical plan with respect to all\nparticipants in such retiree plans and is secondary to active coverage under\nBuyer's medical plans while the Transferring Employees are participating in\nany of Buyer's medical plans which may cover such Employees.\n\n            11.5  Retirement Plan Matters.\n\n                  (a).  Seller Retirement Plans.  \"Seller Retirement Plans\"\nshall mean the Cavenham Forest Industries Inc. Retirement Plan for Hourly Paid\nEmployees and Cavenham Forest Industries Inc. Retirement Plan for Salaried\nEmployees.\n\n                  (b).  Vesting of Benefits.  As of the Closing Date, all\nTransferring Salaried Employees shall become fully vested in their accrued\nbenefits under the Seller Retirement Plans.  Buyer will recognize past service\ncredited under the Seller's Retirement Plan for purposes of determining\nvesting requirements under Buyer's Plan for Transferring Employees. \n\n                  (c).  Determination of Benefits\/Payment of Supplement. \nSeller will provide Buyer with a statement, within 180 days of Closing,\nlisting credited service and accrued benefits (expressed as a Single Life\nAnnuity) through the Closing Date as determined under Seller's Plan for\nSalaried Employees (the \"CSAB Statement\").  Such accrued benefit amounts shall\nbe listed in the CSAB Statement for each Transferring Employee.  The accrued\nbenefit amount shall be calculated by Seller's actuary, Hewitt Associates, in\nconsultation with Seller and Buyer (and, at Buyer's option, Buyer's actuary),\nusing assumptions shown on the CSAB Statement in conjunction with Seller's\ncurrent retirement plan formula.  Buyer shall provide each Transferring\nSalaried Employee, upon retirement, a supplemental retirement benefit under\nits Salaried Retirement Plan, or under such other form of supplemental plan or\npayment acceptable to Buyer, (a \"Supplement\") equal to:\n\n                        (i)   the age 62 Single Life Annuity amount, taking\ninto account the credited service listed in the CSAB Statement as applied to\nthe benefit formula of Buyer's Salaried Retirement Plan, using compensation\nwith Buyer at retirement, minus,\n\n                        (ii)  the amount of accrued benefit set forth in the\nCSAB Statement for each such Transferred Salaried Employee.\n\n                  If the Supplement is provided under Buyer's Salaried\nRetirement Plan, such Supplement shall be adjusted pursuant to any options\nelected by such Employee pursuant to such plan.  If provided outside of\nBuyer's Salaried Retirement Plan, such Supplement will be calculated on an\nactuarial equivalent basis, using assumptions no less favorable than the\nassumptions listed on Schedule 11.5(c) which are used by Seller in determining\nthe accrued benefit amount.  Such Supplement shall be in addition to any\nbenefits earned by such Employees as a participant in Buyer's Salaried\nRetirement Plan based upon their credited service with Buyer and compensation\nfrom Buyer after the Closing Date.\n\n                  (d).  Hourly Retirement Plan.  For hourly Transferring\nEmployees and Bargaining Unit Employees, Seller remains responsible for all\nliabilities of the Cavenham Forest Industries Inc. Retirement Plan for Hourly\nPaid Employees for benefits accrued as of the Closing Date.  After the Closing\nDate, Buyer will provide an appropriate Hourly Retirement Plan for all\nTransferring Employees and an appropriate retirement plan for all Bargaining\nUnit Employees consistent with Buyer's existing retirement plans covering\nsimilarly situated Employee throughout the country.  Buyer will credit\nTransferring Employees with service since their most recent date of hire with\nSeller for purposes of meeting the vesting requirements of Buyer's plan\ncovering such Employees.\n\n            11.6   Employee Payroll Information.  Seller shall transfer to\nBuyer copies of any records relating to withholding and payment of income and\nunemployment taxes (federal, state and local) and FICA and FUTA taxes with\nrespect to wages paid to Employees hired by Buyer for the calendar year in\nwhich the Closing occurs (including, without limitation, Forms W-4 and\nEmployee's Withholding Allowance Certificate).  Buyer shall provide such\nEmployees with Forms W-2, Wage and Tax Statement, for the calendar year in\nwhich the Closing occurs setting forth the wages paid and taxes withheld with\nrespect to such Employees for such calendar year by Seller and Buyer as\npredecessor and successor Employees, respectively, as provided by Revenue\nProcedure 84-77.\n\n            11.7  No Third-Party Beneficiary.  This Agreement is being entered\ninto solely for the benefit of the parties hereto, and the parties do not\nintend that any Employee or any other person shall be a third-party\nbeneficiary of the covenants by either Seller or Buyer contained in this\nAgreement; provided, however, that any Transferring Salaried Employee shall\nhave the right to directly enforce the provisions of Section 11.5(c) against\nBuyer, and if legal action is instituted in connection therewith, the\nprevailing party shall be entitled to its reasonable attorney fees as set by\nthe court or courts at trial and on any appeal.\n\n            11.8   Labor Matters.  As of the date hereof, but not as of the\nClosing Date or any other date, except as set forth in Schedule 11.8,\n(i) within the last two years the Seller has not experienced any material work\nstoppage due to labor disagreements with respect to the Northwest or Remaining\nLouisiana Businesses; (ii) Seller is a party to a collective bargaining\nagreement relating to the Northwest Business; (iii) there is no unfair labor\npractice charge or complaint against the Seller relating the Northwest and\nRemaining Louisiana Businesses pending or, to the knowledge of the Seller,\nthreatened, before the National Labor Relations Board or other similar local\ntribunal; (iv) there is no labor strike, request for representation, slowdown\nor stoppage actually pending or to the knowledge of the Seller, threatened\nagainst or affecting the Seller relating to the Northwest and Remaining\nLouisiana Businesses; (v) to the knowledge of the Seller, no question\nconcerning representation as defined in the National Labor Relations Act is\npending or threatened against Seller respecting the Northwest and Remaining\nLouisiana Businesses; and (vi) no arbitration proceeding arising out of or\nunder any collective bargaining agreement relating to the Northwest and\nRemaining Louisiana Businesses is pending or, to the knowledge of the Seller,\nis threatened.\n\n            11.9  Indemnification.  Anything in this Agreement to the contrary\nnotwithstanding, the Buyer agrees to indemnify the Seller against and hold the\nSeller harmless from any and all claims, losses, damages, expenses,obligations\nand liabilities arising out of or otherwise in respect of  any failure of the\nBuyer to discharge their respective obligation under this Section 11. \nAnything in this Agreement to the contrary notwithstanding, the Seller agrees\nto indemnify the Buyer against and hold the Buyer harmless from any and all\nclaims, losses, damages, expenses, obligations and liabilities arising out of\nor otherwise in respect of any failure of Seller to discharge their respective\nobligation under this Section 11.  This indemnity shall survive closing. \n\n      12.  Miscellaneous.\n              \n            12.1  Finders.  Buyer and Seller respectively represent and\nwarrant that they have not employed or utilized the services of any broker or\nfinder in connection with this Agreement or the transactions contemplated by\nit.  Seller shall indemnify and hold Buyer harmless from and against any and\nall claims for brokers' commissions made by any third party as a result of\nthis Agreement and the transaction contemplated hereunder to the extent that\nany such commission was incurred, or alleged to have been incurred, by,\nthrough or under Seller.  Buyer shall indemnify and hold Seller harmless from\nand against any and all claims for brokers' commissions made by any third\nparty as a result of this Agreement and transactions contemplated hereunder to\nthe extent that any such commission was incurred, or alleged to have been\nincurred, by, through or under Buyer.\n\n            12.2  Entire Agreement.  This Agreement (with its Schedules and\nExhibits) contains, and is intended as, a complete statement of all of the\nterms of the arrangements between the parties with respect to the matters\nprovided for, supersedes any previous agreements and understandings between\nthe parties with respect to those matters, and cannot be changed or terminated\norally.\n\n            12.3  Governing Law.  Seller and Buyer each hereby consent to\npersonal jurisdiction in any action brought with respect to this Agreement and\nthe transactions contemplated hereunder in the State of Washington and to the\narbitration described in Section 9.2.  Section 9.1 of this Agreement shall be\ngoverned by and construed in accordance with the law of the State of\nWashington generally, and RCW 64.04.005 specifically, without giving effect to\nconflicts of law principles thereof.  The balance of this Agreement shall be\ngoverned by and construed in accordance with the laws of the State of\nWashington, including the conflicts of laws principles thereof.\n\n            12.4  Tables of Contents and Headings.  The table of contents and\nsection headings of this Agreement and titles given to Schedules to this\nAgreement are for reference purposes only and are to be given no effect in the\nconstruction or interpretation of this Agreement.\n\n            12.5  Notices.  All notices and other communications under this\nAgreement shall be in writing and shall be deemed given when delivered\npersonally or mailed by registered mail, return receipt requested, to the\nparties at the following addresses (or to such address as a party may have\nspecified by notice given to the other party pursuant to this provision):\n\n            If to Buyer to:\n            \n            Willamette Industries, Inc.\n            1300 S.W. Fifth Avenue, Suite 3800\n            Portland, Oregon 97201\n            Attention:  Chief Financial Officer\n\n            With a copy to:\n            \n            Miller, Nash, Wiener, Hager &amp; Carlsen\n            111 S.W. Fifth Avenue, Suite 3500\n            Portland, Oregon 97204\n            Attention:  J. Franklin Cable\n\n            If to Seller, to:\n\n            Cavenham Forest Industries Inc.\n            1800 SW First Avenue, Suite 500\n            Portland, OR 97201\n            Attention:  President\n\n            With a copy to:\n\n            Cavenham Energy Resources Inc.\n            1800 SW First Avenue, Suite 500\n            Portland, OR 97201\n            Attention:  President\n\n            With a copy to:\n\n            Hanson Natural Resources Company\n            1800 SW First Avenue, Suite 500\n            Portland, Oregon 97201\n            Attention:  Co-President\n\n            With a copy to:\n\n            Hanson Industries\n            99 Wood Avenue South\n            Iselin, New Jersey  08830\n            Attention:  General Counsel\n\n            With another copy to:\n\n            Cavenham Forest Industries Inc.\n            1800 SW First Avenue, Suite 500\n            Portland, OR 97201\n            Attention: General Counsel\n\n            12.6  Severability.  The invalidity or unenforceability of any\nprovision of this Agreement shall not affect the validity or enforceability of\nany other provision of this Agreement which shall remain in full force and\neffect.\n\n            12.7  Further Assurances and Assistance.  Buyer and Seller agree\nthat each will execute and deliver to the other any and all documents, in\naddition to those expressly provided for herein, that may be necessary or\nappropriate to effectuate the provisions of this Agreement, whether before, at\nor after the Closing.  Seller agrees that, at any time and from time to time\nafter the Closing, it will execute and deliver to Buyer such further\nassignments or other written assurances as Buyer may reasonably request to\nperfect and protect Buyer's title to the Assets.\n\n            12.8  Survival.  The terms, covenants, agreements, representations\nand warranties contained in or made pursuant to this Agreement together with\nall indemnities and undertakings contained herein shall survive the Closing,\nsubject to the time limits specified herein, if any, delivery of the Purchase\nPrice and delivery and\/or recordation of the instruments of conveyances and\nassignment, bills of sale, assignments of contract rights and other closing\ndocuments, and shall not be deemed to have been merged in any of the documents\ndelivered at the Closing, irrespective of any investigation made by or on\nbehalf of any party.\n\n            12.9  Waiver.  Any party may waive compliance by another with any\nof the provisions of this Agreement.  No waiver of any provision shall be\nconstrued as a waiver of any other provision.  Any waiver must be in writing\nand signed by the party waiving such provision.\n\n            12.10  Binding Effect; Assignment.  This Agreement shall be\nbinding upon and inure to the benefit of the parties and their respective\nsuccessors and permitted assigns.  Except as expressly set forth in Section\n11.7, nothing in this Agreement shall create or be deemed to create any third\nparty beneficiary rights in any person or entity not a party to this\nAgreement, including any such person or entity asserting rights as a third\nparty beneficiary with respect to environmental matters.  No assignment of\nthis Agreement or of any rights or obligation hereunder may be made by either\nparty (by operation of law or otherwise) without the prior written consent of\nthe other and any attempted assignment without the required consent shall be\nvoid; provided, however, that no such consent shall be required of Buyer to\nassign its rights under this Agreement to one or more Designees, but no such\nassignment by Buyer of its rights or obligations hereunder shall relieve Buyer\nof any of its obligations to Seller under this Agreement.  Further, no such\nconsent shall be required of Seller to assign its rights or obligations under\nthis Agreement to one or more Affiliates of Seller, but no such assignment by\nseller of its rights or obligations hereunder shall relieve Seller of any of\nits obligations to Buyer hereunder. \n\n            12.11  Best Knowledge.  As used in this Agreement \"to the best of\nSeller's knowledge\" shall mean actual knowledge possessed by William B. Freck,\nthe Division General Counsel for Seller, David E. Harris, the Division Chief\nFinancial Officer of Seller, Richard E. Dahlin, the Division Vice President\nfor the Northwest Business, and Lee T. Alford, the Division Vice President for\nthe Remaining Louisiana Businesses, all of whom are executive officers of\nSeller, and any of the forest managers or the mill manager of Seller; and \"to\nthe best of Buyer's knowledge\" shall mean actual knowledge possessed by any\nexecutive officer or supervisory employee of Buyer.\n\n            12.12  Counterparts.  This Agreement may be executed in\ncounterparts, each of which shall be an original, but which together shall\nconstitute one and the same Agreement.\n\n            12.13  No Recordation.  Neither this Agreement nor a memorandum\nhereof shall be recorded in any jurisdiction or public record.  \n\n            12.14  Transitional Services.  At the request of Buyer, Seller\nwill continue to provide accounting, payroll, and general administration\nservices to Buyer for a reasonable period of time after the Closing on a basis\nconsistent with past practice.  At the request of Seller, Buyer will continue\nto provide accounting, payroll, and general administration services to Seller\nfor a reasonable period of time after the Closing on a basis consistent with\npast practice.  \n\n            12.15  INTENTIONALLY LEFT BLANK\n\n            12.16  Notice of Reforestation Requirements.  In accordance with\nORS 527.665, Schedule 12.16 is notice to Buyer of Seller's reforestation\nrequirements pursuant to the Oregon Forest Practices Act. \n\n            12.17  Buyer's Designees.  Notwithstanding that Buyer's Designees\nmay be the \"grantees\" and \"assignees\" on conveyance instruments executed by\nSeller pursuant to Section 3.4, Buyer's assumption of liabilities as provided\nin Section 1.8(a) and in the instruments described in Section 3.4 shall in no\nway be diminished; at Closing Buyer shall, at Seller's request, execute the\nBill of Sale, Assignment, Acceptance, and Assumption, and the assignments of\nother Contracts, permits and licenses described in Section 3.4 for the Assets\nto be transferred to Buyer's Designees, notwithstanding that the Designees\nalso execute such instruments for such Assets.  With respect to Section 11,\nBuyer shall cause each of its Designees, as applicable, to comply with all\nobligations of Buyer under Section 11; provided, such Designee's terms and\nconditions of employment (including vacation policies, severance policies, and\nother benefit plans) shall be substituted for Buyer's terms and conditions of\nemployment (including vacation policies, severance policies, and other benefit\nplans); and provided, further, that with respect to Section 11.5(c), if a\nDesignee does not have a defined benefit retirement plan, the Supplement (for\nthis purpose calculated by using Buyer's retirement plan formula and the\nactuarial assumptions set forth on Schedule 11.5(c)) shall be provided to the\nTransferring Employee hired by such Designee through an alternative form (such\nas a single-life annuity or a lump sum payment of the present value of such\nSupplement).  Buyer shall indemnify, defend, and hold harmless Seller from all\nclaims, actions, suits, and liabilities arising from the Designees against\nSeller by reason of this Agreement or the transactions contemplated herein;\nprovided, that Buyer may submit, on behalf of a Designee, any such claim,\naction, suit, or liability that Buyer is entitled to submit under this\nAgreement.\n\n            12.18  No Presumptions.  This Agreement is a result of\nnegotiations between Seller and Buyer, both of whom are represented by counsel\nof their choosing.  No presumption shall exist in favor of either party\nconcerning the interpretation of the documents constituting this Agreement by\nreason of which party drafted the documents.\n\n            12.19  Disclaimer Required by Oregon Statute.  THE PROPERTY\nDESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT\nPROTECTING STRUCTURES.  THE PROPERTY IS SUBJECT TO LAND USE LAWS AND\nREGULATIONS, WHICH, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR\nSITING OF A RESIDENCE.  BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE\nPERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE\nCITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND EXISTENCE OF\nFIRE PROTECTION FOR STRUCTURES.\n\n            12.20  Joint and Several Liability of Seller.  Hanson, CERI, and\nCFII are jointly and severally liable for the representations, warranties,\ncovenants and obligations of Seller in this Agreement.\n\nDated 3\/12\/96\n\n                              \nSELLER:                       Cavenham Forest Industries Inc.,\n                              a Delaware corporation\n\n\n                              By: \/s\/ R. A. Carson\n                              Title: President\n\n\n\nSELLER:                       Cavenham Energy Resources Inc.,\n                              a Delaware corporation\n\n\n                              By: \/s\/ R. A. Carson\n                              Title: President\n\n                              Hanson Natural Resources Company\n                              By Cavenham Forest Industries Inc.,\n                                    general partner\n\n                                                                              \n                              By: \/s\/ R. A. Carson\n                              Title: President\n\n\nBUYER:                        Willamette Industries, Inc.,\n                              an Oregon corporation\n                              \n\n                              By: \/s\/ Steven R. Rogel\n                              Title: President &amp; CEO\n\n                                   SCHEDULES\n\n\nSchedule 1.1(a)         description of parcels of real property (Timberland)\n\nSchedule 1.1(c)         buildings, improvements, roads, bridges,        \n                        permits, and easements on or appurtenant to real\n                        property\n\nSchedule 1.1(d)         related facilities\n\nSchedule 1.1(e)         other rights related to real property\n\nSchedule 1.1(g)         description of Mineral Rights held separate from\n                        Timberland\n\nSchedule 1.2            description of Mill Facilities, permits, rights,\n                        contracts and licenses related thereto \n\nSchedule 1.3            Long Term Leases\n\nSchedule 1.4(b)         mobile equipment, machinery, equipment,\n                        tools, fixtures and furniture\n\nSchedule 1.4(d)         contracts (including service contracts,\n                        sales and purchase orders and\n                        commitments), leases, permits and\n                        licenses not related to real property\n\nSchedule 1.5(h)         excluded personal property located at Portland office\n                        or elsewhere\n\nSchedule 1.8            form of Assignment, Acceptance, and\n                        Assumption Agreement\n\nSchedule 1.8(b)(ii)     accrued expenses\n                              \nSchedule 1.8(b)(iv)     exceptions for Affiliates of Seller\n                              \nSchedule 1.9            form of offer for Chipper Facility and Site for right\n                        of first refusal\n\nSchedule 1.10           form of offer for Wauna Acreage for right of first\n                        refusal\n\nSchedule 2.1(a)         Escrow Agreement\n\nSchedule 3.4(a)         instruments of transfer to real property\n\nSchedule 3.4(a)(a)      form of bill of sale with indemnity\n\nSchedule 3.4(a)(a)(a)   form of assignment for Long Term Leases\n\nSchedule 4.             title reports and commitments\n\nSchedule 5(a)           operating plan\n\nSchedule 5(b)           harvesting formula\n\nSchedule 5(c)           real estate plan\n\nSchedule 6.3            Material Contracts\n\nSchedule 6.4            claims, litigation, proceedings,\n                        governmental investigations\n\nSchedule 6.6            environmental conditions\n\nSchedule 8.7            confidentiality agreement\n\nSchedule 8.8            allocation \n\nSchedule 8.10           access agreement\n\nSchedule 11.1(a)        list of executive officers\n\nSchedule 11.1(d)        list of all Employees in Northwest Business and\n                        Remaining Louisiana Businesses\n\nSchedule 11.2(f)        list of disabled employees\/leave of\n                        absences\n\nSchedule 11.5(b)        list of Transferring Salaried Employees credited\n                        service\n\nSchedule 11.5(c)        actuarial assumptions\n\nSchedule 11.8           labor matters\n\nSchedule 12.16          reforestation requirements\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9336],"corporate_contracts_industries":[9457],"corporate_contracts_types":[9623,9622],"class_list":["post-43322","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-willamette-industries-inc","corporate_contracts_industries-manufacturing__paper","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43322","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=43322"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43322"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43322"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43322"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}