{"id":43323,"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-willamette.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"asset-sale-purchase-and-transfer-agreement-willamette","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/asset-sale-purchase-and-transfer-agreement-willamette.html","title":{"rendered":"Asset Sale, Purchase and Transfer Agreement &#8211; Willamette Industries Inc. and Temple-Inland Forest Products Corp."},"content":{"rendered":"<pre>                 ASSET SALE, PURCHASE AND TRANSFER AGREEMENT  \n\n\n                        This Asset Sale, Purchase and Transfer Agreement (this\n\"Agreement\") is made as of this 23rd day of April, 1996, between Willamette\nIndustries, Inc., an Oregon corporation (\"Seller\") and Temple-Inland Forest\nProducts Corporation, a Delaware corporation (\"Buyer\").\n\n                                   RECITALS:\n\n\nA.                      Seller and Hanson Natural Resources Company, a\nDelaware general partnership (\"Hanson\"), Cavenham Energy Resources Inc., a\nDelaware corporation (\"CERI\"), and Cavenham Forest Industries Inc., a Delaware\ncorporation (\"CFII\") (Hanson, CERI and CFII are collectively called \"Owner\")\nhave entered into an agreement (the \"Purchase Agreement\") pursuant to which\nOwner has agreed to sell and transfer and Seller has agreed to buy and accept\nfrom Owner substantially all of the assets which are used in the conduct of\nHanson's timber, wood products and energy business located in Oregon,\nWashington, Southwest Louisiana, and North Louisiana.\n\nB.                      Seller has delivered to Buyer a copy of the Purchase\nAgreement without Schedules.\n\nC.                      Seller and Buyer desire to enter into this Agreement\npursuant to which Seller agrees to sell and transfer and Buyer agrees to buy\nand accept from Seller certain timberland properties and related assets in\nSouthwest Louisiana and North Louisiana.\n\nD.                      Seller intends to sell certain other assets it\nacquires from Owner to other purchasers (\"Other Purchasers\").\n\n                        It is therefore agreed as follows:\n\n                        Definitions.  As used herein, the following terms\nshall have the following meanings:\n\n                        Assets - The term \"Assets\" shall mean the Timberland\nProperties, Contracts, and other items and leases described in Sections 1.1,\n1.3, and 1.4, but excluding the Excluded Assets.\n\n                        Contracts - The term \"Contracts\" shall mean the\ncontracts and leases (except for the long term leases described in Section\n1.3) which are described in Sections 1.1 and 1.4. \n\n                        Closing - The term \"Closing\" or \"Closing Date\" shall\nhave the meaning ascribed to it in Section 3.1.\n\n                        Closing Date Payment - The term \"Closing Date Payment\"\nshall have the meaning ascribed to it in Section 2.1(b).\n\n                        Excluded Assets - The term \"Excluded Assets\" shall\nmean the assets excluded in Section 1.5.\n\n                        Material Adverse Effect - The term \"Material Adverse\nEffect\" shall mean events which have an adverse effect in the aggregate which,\nmeasured in dollars, exceeds the sum of $15,000,000.\n\n                        Material Contract - The term \"Material Contract\" shall\nhave the meaning ascribed to it in Section 6.3.\n\n                        Proration Date - The term \"Proration Date\" shall mean\nthe specific date set for Closing in Section 3.1, or any subsequent date set\nfor Closing, provided that the actual date of Closing occurs within five (5)\nbusiness days after said date set for Closing.\n\n                        Timberland Properties - The term \"Timberland\nProperties\" shall mean the real property and real property interests described\nin Section 1.1(a).\n\n                        Louisiana Transitional\/Transactional Definitions - To\nthe extent this Agreement is describing Assets located in Louisiana, or rights\ntherein, or to the extent the internal laws of Louisiana govern this\nAgreement:  the terms \"real property,\" \"real estate,\" and words of similar\nimport shall include immovable property; the term \"personal property\" and\nwords of similar import shall include movable property; and the term\n\"easements\" and words of similar import shall include servitudes.\n\n                        Affiliate of Owner - The term \"Affiliate of Owner\"\nshall mean (i) any individual, partnership, corporation, or other entity or\nperson which is owned or controlled directly or indirectly by Hanson plc; (ii)\nany other individual, partnership, corporation, or other entity or person\nwhich controls or is controlled by or under common control with Owner; and\n(iii) any officer, director, partner, or owner of 10 percent or greater equity\nor voting interest in any such other corporation, partnership, or other entity\nor person.\n\n                        Code - The term \"Code\" shall mean the Internal Revenue\nCode of 1986, as amended.\n\n                        Agreement - The term \"Agreement\" shall mean this\ninstrument and all Schedules and Exhibits attached hereto.\n\n                        1.Sale, Purchase and Transfer of Assets.\n\n                        Subject to the terms and conditions of this Agreement,\nat the Closing referred to herein, Seller agrees to sell, transfer and assign\nor cause to be sold, transferred and assigned, and Buyer agrees to purchase\nand accept on the terms stated herein, all of Seller's right, title and\ninterest in and to the Assets, including, without limitation, the following: \n\n                        1.1Real Property (Timberland Properties).  \n\n                        (a)  Timberland.  Those certain parcels of real\nproperty, owned by Owner situated in Southwest Louisiana and North Louisiana\nand described on Schedule 1.1 (a), together with all timber of all species,\nstanding, dead or down, pulpwood, all felled and bucked logs, trees, shrubs\nand reproduction thereon as of the Closing Date, the (\"Timberland\" or\n\"Timberland Properties\"), excepting therefrom changes therein prior to Closing\npursuant to Section 5.\n\n                        (b)  INTENTIONALLY OMITTED\n\n                        (c)  Buildings, Improvements and Easements.  All\nbuildings and improvements, all roads, bridges, permits, servitudes, and\neasements, owned or leased by Owner or which Owner has a right to use and on\nor appurtenant to the Timberland Properties, including those described on\nSchedule 1.1 (c).\n\n                        (d)  Related Facilities.  All sorting yards, log\nbooms, offices, and rock pits, owned or leased by Owner and associated with\nthe Timberland Properties, whether or not located on the Timberland\nProperties, including those described on Schedule 1.1 (d).\n\n                        (e)  Other Rights.  All other contracts and rights of\nOwner specifically relating to the Timberland Properties and operations\nthereon including, but not limited to, contracts, contract rights, leases,\nservitudes, permits, licenses, notifications, approvals and authorizations of\ngovernmental bodies, including those described on Schedule 1.1 (e), to the\nextent assignable.\n\n                        (f)  Water Rights.  All water rights owned by Owner\nrelating to and appurtenant to the Timberland Properties.\n\n                        (g)  Mineral Rights.  All minerals, including without\nexpress or implied limitation, oil, gas, and hydrocarbon and geothermal\nresources in which Owner has an interest related to the Timberland Properties,\nor otherwise held by Owner in Allen, Beaureguard, Evangeline, Jefferson Davis,\nRapides, or Vernon Parishes, Louisiana, including those Mineral Rights listed\non Schedule 1.1 (g) (the \"Mineral Rights\"). \n\n                        1.2  INTENTIONALLY OMITTED\n\n                        1.3  Long Term Leases.  Owner is the lessee under\nthose long term timber leases (the \"Long Term Leases\") which grant to Owner\nthe right to grow and harvest timber on the lands described in said leases in\nSouthwest Louisiana, subject to the terms and conditions of said leases.  All\nof said leases are described on the attached Schedule 1.3.  At Closing, Owner\nwill assign to Buyer all of its rights under said leases, and Buyer will\nassume Owner's obligations under the leases, and will fully perform Owner's\nobligations thereunder.  The attached Schedule 1.3 also indicates those leases\nwhich may be assigned by Owner without the consent of the lessor and those\nthat require the consent of the lessor.  Should any one or more of the lessors\nidentified on the attached Schedule 1.3 be unwilling to consent to the\nassignment of that lease, the inability of Owner to assign that lease shall\nnot be considered a breach of this Agreement.  The Purchase Price shall be\nadjusted, after Closing, to reflect any reduction in the value of the Assets\nresulting from Owner's inability to assign said lease because such consent is\nnot obtained or for any other reason and Subsection 2.1(d) shall apply.  Buyer\nhereby designates Seller as its agent to pursue any claim for reduction in the\nvalue of the Assets resulting from Owner's inability to assign any Long Term\nLeases.  Seller agrees to use reasonable diligence in pursuing any claim. \nBuyer agrees to be bound by the determination of any such claim pursuant to\nthe procedures set forth in the Purchase Agreement.\n\n                        1.4  Personal Property.\n\n                        The following personal property related to the\nTimberland Properties:\n\n                        (a)  Records. Owner's land management and other\nrecords relating to the Timberland Properties, Mineral Rights, Long Term\nLeases, and other Assets which, in the reasonable judgment and discretion of\nSeller, are segregated or segregable by Seller from the overall records to be\nacquired by Seller from Owner, including but not limited to management unit\nmaps, aerial photographs, timber cruises, road and gate records, operational\nrecords and leases, easements, deeds, licenses, survey and survey notes,\ninformation relating to oil, gas, and mineral activities, permits, approvals\nand authorizations of governmental agencies held by Owner in connection with\nthe Timberland Properties, Mineral Rights, Long Term Leases and other Assets. \nThe records shall also include all files and documents relating to customers,\nsuppliers and contractors directly related to the Timberland Properties,\nMineral Rights, Long Term Leases, and other Assets which, in the reasonable\njudgment and discretion of Seller, are segregated or segregable from all other\nbusiness records, files, books and documents of Seller.\n\n                        (b)  Mobile Equipment, Machinery and Equipment.  The\nmobile equipment, machinery, equipment, tools, fixtures and furniture used by\nSeller exclusively in connection with the Timberland Properties including\nthose listed on Schedule 1.4 (b), as such items listed thereon may have been\nsold, replaced, deleted or added in the ordinary course of business, together\nwith certificates of title for motor vehicles constituting part of such\nequipment which are licensed and owned by Owner.\n\n                        (c)  Office Supplies.  The office supplies and forms,\npackaging materials and similar miscellaneous tangible personal property used\nby Owner exclusively in connection with the Timberland Properties except such\nsupplies which are marked or identifiable with the logo, mark or trademark of\nOwner or Hanson's general partners.\n\n                        (d)  Contracts.  All rights and obligations under\nthose instruments related to the operation of the Assets that are not related\nto real property, including the contracts, leases, permits and licenses\ndescribed on Schedule 1.4 (d), to the extent the same are assignable,\nincluding sales orders and commitments, purchase orders and commitments,\nagreements and contracts of Owner which relate to work or services to be\nperformed for or at the Assets.\n\n                        1.5Excluded Assets.  The parties to this Agreement\nexpressly understand and agree that the Seller is selling, assigning,\ntransferring or conveying, or causing to be sold, assigned, transferred or\nconveyed to Buyer, only the Timberland Properties, Long Term Leases, Mineral\nRights, and the assets related thereto that Seller has the right to acquire\nfrom Owner pursuant to the Purchase Agreement.  Rights, assets, and properties\nwhich are retained by Owner pursuant to the Purchase Agreement shall be\nspecifically excluded from the transactions contemplated by this Agreement,\nnotwithstanding anything to the contrary elsewhere in this Agreement\n(\"Excluded Assets\").\n\n                        1.6  Assignment of Contracts.\n\n                        (a)  Contracts Assignable Without Consent.  Seller\nagrees to assign or cause to be assigned to Buyer as of the Closing, all of\nthe rights of Seller and Owner under the Contracts that are assignable without\nconsent of any third party and Buyer shall assume, as of the Closing, all\nobligations of Seller and Owner thereunder which arise before, at or after\nClosing.\n\n                        (b)  Seller to Use Reasonable Efforts.  Anything in\nthis Agreement to the contrary notwithstanding, Seller shall not be obligated\nto sell, assign, transfer or convey or cause to be sold, assigned, transferred\nor conveyed to Buyer any of its rights in and to any of the Contracts without\nfirst obtaining all necessary approvals, consents or waivers.  Seller shall\nuse all reasonable efforts, and Buyer shall reasonably cooperate with Seller,\nto obtain all necessary approvals, consents or waivers, or to resolve any\nimpracticalities of transfer necessary to assign or convey to Buyer each such\nContract as soon as practicable; provided, however, that neither Seller nor\nBuyer shall be obligated to pay any consideration therefor except for filing\nfees and other ordinary administrative charges which shall be paid by Seller\nto the third party from whom such approval, consent or waiver is requested. \nIn the event Seller obtains consent to assignment of a Contract prior to the\nClosing, Buyer shall assume, as of Closing, all obligations of Seller and\nOwner thereunder which arise before, at or after the Closing, as though no\nconsent was required. \n\n                        (c)  If Waivers or Consents Cannot be Obtained.  To\nthe extent that any of the approvals, consents or waivers referred to in\nSection 1.6(b) have not been obtained by Seller as of the Closing, or until\nthe impracticalities of transfer are resolved, Seller shall, during the\nremaining term of such Contracts, use all reasonable efforts to (i) obtain the\nconsent of any such third party with the filing fees and ordinary\nadministrative charges payable to such third party to be split equally by the\nparties; (ii) cooperate with Buyer in any reasonable and lawful arrangements\ndesigned to provide the benefits of such Contracts to Buyer so long as Buyer\nfully cooperates with Seller and Owner in such arrangements; and (iii)\nenforce, or cause to be enforced, at the request of Buyer and at the expense\nand for the account of Buyer, any rights of Seller or Owner arising from such\nContracts against such issuer thereof or the other party or parties thereto\n(including the right to elect to terminate any such Contracts in accordance\nwith the terms thereof upon the request of, and indemnification of Seller and\nOwner from, Buyer).\n\n                        (d)  Non-assignability.  To the extent that any\nContract or any claim, right or benefit arising thereunder or resulting\ntherefrom is not capable of being sold, assigned, transferred or conveyed\nwithout the approval, consent or waiver of the issuer thereof or the other\nparty thereto, or any third person (including a government or governmental\nunit), or if such sale, assignment, transfer or conveyance or attempted\nassignment, transfer or conveyance would constitute a breach thereof or a\nviolation of any law, decree, order, regulation or other governmental edict,\nthis Agreement shall not constitute a sale, assignment, transfer or conveyance\nthereof, or an attempted assignment, transfer or conveyance thereof.\n\n                        1.7  Transferring Permits and Licenses.  Seller will\nassign, transfer or convey, or cause to be assigned, transferred or conveyed\nto Buyer at the Closing those permits and licenses, including those described\nin Schedules 1.1 (c) and (e), and 1.4 (d) which are held or used by Owner in\nconnection with the Assets and which can be assigned without having to obtain\nthe consent of any third party with respect thereto.  Seller will cooperate\nwith Buyer in obtaining any third party consents necessary to the assignment\nor transfer of any other permits or licenses used or held by Seller or Owner\nin connection with the Assets which are so assignable or transferable;\nhowever, neither Seller nor Buyer shall be obligated to pay any consideration\ntherefor except for filing fees and other ordinary administrative charges\nwhich shall be paid by Buyer to the third party from whom such approval,\nconsent or waiver is requested.  Buyer shall assume, as of Closing, all\nobligations of Seller and Owner arising prior to, at or after Closing under\nthose permits and licenses which can be transferred without having to obtain\nthe consent of any third party and those permits and licenses for which\nconsent to transfer is obtained prior to Closing.  Subsequent to the Closing,\nto the extent permitted by law, upon ninety (90) days prior written notice,\nOwner has the right to cancel any permits or licenses or any bonds, guarantees\nor undertakings by Owner applicable to the Assets to the extent such are not\nso assigned or transferred to Seller pursuant to Section 1.7 of the Purchase\nAgreement to Buyer pursuant to this Section 1.7.\n\n                        1.8  Liabilities Assumed by Buyer; Liabilities Not\nAssumed by Buyer.  \n\n                        (a)  Assumed Liabilities.  Except as expressly\nprovided in Subsection 1.8(b), Buyer shall, effective as of the Closing and\nwithout any further responsibility or liability of or recourse to Seller, or\nits directors, shareholders, officers, partners, employees, agents,\nconsultants, representatives, successors, transferees or assignees, absolutely\nand irrevocably assume and shall be liable and responsible for the claims,\nliabilities, and obligations of Seller arising pursuant to the Purchase\nAgreement and Owner with respect to the Timberland Properties, Mineral Rights,\nLong Term Leases, and other Assets, whether or not disclosed to Buyer, and\nwhether or not occurring or arising prior to, at or after Closing, except as\nexpressly set forth in Section 1.8(b) and except to the extent to which Seller\nindemnifies Buyer as expressly set forth in Section 10.1(a); and nothing in\nthis Section 1.8(a) shall diminish Buyer's rights in Section 8.11.\n\n                        Without limiting the foregoing, Buyer shall assume the\nfollowing:\n\n                        (i)  Buyer shall assume the Long Term Leases described\non Schedule 1.3, and all Contracts assigned to Buyer pursuant to Section 1.6,\nand permits and licenses assigned to Buyer 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; and\n\n                        (iv)  INTENTIONALY OMITTED\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\nto the contrary in this Agreement, the following liabilities and obligations\n(\"Excluded Liabilities\") 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 for the current year which shall\nbe prorated on the Proration Date as provided in this Agreement, and except\nfor the deferred ad valorem taxes because of classification of all or a\nportion of the Timberland Properties as farmland, grazing land, or timberland;\n\n                        (iv)  all liabilities and obligations of Owner to any\nAffiliate of Owner, except for any matters listed on Schedule 1.8 (b)(iv)\nattached hereto;\n\n                        (v)  any liabilities or obligations to or with respect\nto employees of Seller or Owner, except for the obligations and liabilities to\nbe assumed 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 or Owner\npursuant to Section 8.2(c); \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; and\n\n                        (x)  liens and encumbrances to be satisfied by Owner\nas provided in Section 3.6.\n\n                        2.  Purchase Price.  Subject to adjustment in\naccordance with the provisions of this Agreement, the purchase price for the\nAssets (\"Purchase Price\") shall be Eighty Six Million Dollars ($86,000,000). \nThe Purchase Price shall be payable as provided in Section 2.1.\n\n                        2.1  Payment of Purchase Price.\n\n                        (a)  INTENTIONALLY OMITTED\n\n                        (b)Buyer shall pay to Seller the entire Purchase Price\n(the \"Closing Date Payment\"), by wire transfer of immediately available funds\nto the escrow trust account established by Chicago Title Insurance Company\n(herein \"Chicago Title\" or \"Escrow Agent\") at Chemical Bank, New York, New\nYork (\"Owner's Bank\"), which transfer shall have been received by Owner's Bank\nno later than 7 a.m. PDT on the Closing Date.  Upon confirmation to Buyer by\nEscrow Agent or First American Title Insurance Company (\"First American\") that\nthe deeds and assignments of the Long Term Leases described in Section 3.4\nhave been recorded, the Escrow Agent shall deliver the Closing Date Payment to\nSeller or to Seller's order.\n\n                        (c)If Buyer is legally obligated to Close and if the\nClosing Date Payment is not received by Owner's Bank by 7 a.m. 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.  For purposes of\ncomputing the amount payable, any amount received after 7 a.m. shall be deemed\nto have been received on the next day.  If the Closing Date Payment is not\nreceived by Owner's Bank on the Closing Date by 7 a.m. PDT, and if Seller\nelects to accept a late payment, the Closing Date Payment shall be transferred\nto an account to be designated by Seller.\n\n                        (d)  If, at the Closing, the parties have not resolved\nthe Purchase Price reduction as contemplated in Section 8.6, or the Price\nAdjustment Items or Price Adjustment Notice as contemplated in Section 8.11,\nthen the parties shall proceed to Close as scheduled and the amount to be paid\nto Seller at Closing shall be the Closing Date Payment.  Seller shall\nreimburse Buyer for any overpayment in the Purchase Price within three (3)\nbusiness days of resolution of the amount of the Purchase Price reduction.\n\n                        3.  Closing.\n\n                        3.1  Date of Closing.  The Closing shall take place at\nthe offices of Ater Wynne Hewitt Dodson &amp; Skerritt, 222 SW Columbia, Suite\n1800, Portland, Oregon, or at such other place as the parties may agree in\nwriting, on May 15, 1996, unless another time and date are mutually designated\nby Seller and Owner.  The foregoing date is the date on which Owner's deed(s)\nto Buyer are to be recorded immediately prior to the delivery of the Purchase\nPrice to Seller and is referred to in this Agreement as the \"Closing\" or\n\"Closing Date\".  Seller shall deliver possession of the Assets to Buyer on the\nClosing Date.  Seller shall have no obligation to consummate the Closing if\nfor any reason the closing under the Purchase Agreement does not occur.\n\n                        3.2  Hart-Scott Rodino Act.  Buyer and Seller have\nprepared all necessary documentation and performed all other necessary actions\nto complete all necessary filings under the Hart-Scott Rodino Antitrust\nImprovements Act of 1976, as amended (the \"HSR Act\").  Each party agrees to\nrespond to any request for additional information within twenty (20) days of\nreceipt of the request.  In the event the waiting period (which term includes\nthe extension period) under the HSR Act has not expired by the Closing Date\nset forth 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 (i) if the waiting period\nhas not expired or been terminated prior to the closing under the Purchase\nAgreement within 115 calendar days following the date on which Seller\ncompletes its initial filing, or (ii) if Owner terminates the Purchase\nAgreement pursuant to Section 3.2 thereof, 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.  \n\n                        3.3  Execution and Deposit of Documents Prior to\nClosing.  At least five (5) business days prior to the Closing Date, each of\nthe parties, as applicable, shall execute and deposit with the Escrow Agent\nall of the documents listed in Section 3.4 below which are to be recorded or\nfiled on the Closing Date.  Each of the parties, as applicable, shall execute\nand deliver to the other party all remaining documents listed in Subsection\n3.4 below on the Closing Date.\n\n                        3.4  Documents to be Delivered by Seller .  At or\nprior to the Closing, Seller shall deliver, or cause to be delivered, the\nfollowing:\n\n                        (a)  Documents of transfer, bills of sale,\ncertificates of title and other instruments of transfer, dated the Closing\nDate, transferring to Buyer title to the Assets.  With respect to the\nTimberland described on Schedule 1.1 (a) (including the buildings,\nimprovements and other appurtenant interests described in Section 1.1(c) and\n(d)) title shall be transferred in the form of the deed(s) attached hereto as\nSchedule 3.4 (a) directly from Owner to Buyer; with respect to the Mineral\nRights described in Schedule 1.1(g), transfer shall be accomplished through\nmineral quit claim deeds for each of those Parishes listed in Section 1.1(g)\ndirectly from Owner to Buyer and other instruments of transfer without\nwarranty; with respect to all personal property, title shall be transferred by\nBill of Sale in the form attached hereto as Schedule 3.4 (a)(a); and with\nrespect to the Long Term Leases to be transferred pursuant to Section 1.3,\ntitle shall be transferred directly from Owner to Buyer in the form of the\nassignment attached hereto as Schedule 3.4 (a)(a)(a), together with documents\nevidencing the consent of the lessor.\n\n                        (b)  Documents evidencing the assignment and\nassumption of the Contracts to Buyer (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 resolutions of the board of\ndirectors of Seller authorizing the execution, delivery and performance of\nthis Agreement by Seller and a certificate of the secretary or assistant\nsecretary of Seller, dated the Closing Date, that such resolutions were duly\nadopted and are in full force and effect;\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; \n\n                        (e)  Copies satisfaction, releases or terminations of\nthe liens and encumbrances referred to in Section 3.6; and\n\n                        (f)  Copies of documents delivered to Seller by Owner\npursuant to Sections 3.4(c) and (d) of the Purchase Agreement.\n\n                        3.5  Documents to be Delivered by Buyer.  At or prior\nto the Closing Date, Buyer shall deliver the following:\n\n                        (a)  Documents evidencing the assignment and\nassumption of all Contracts and the assignment and assumption of all permits\nand licenses transferred by Seller to Buyer pursuant to Section 3.4(a) and\n(b), and the Bill of Sale, and Assignment, Acceptance, and Assumption\nAgreement described in Section 1.8;\n\n                        (b)  A copy of the resolutions of the board of\ndirectors of Buyer authorizing the execution, delivery and performance of this\nAgreement by Buyer, and a certificate of its secretary or assistant secretary,\ndated the Closing Date, that such resolutions were duly adopted and are in\nfull force and effect;\n\n                        (c)  The affidavits, if any, of Buyer required by\nlocal taxing authorities, including the affidavits specified in\nSection 8.8(b), and any other documents required of Buyer to transfer the\nAssets in accordance with this Agreement.\n\n                        3.6  Satisfaction of Liens and Encumbrances.  At or\nprior to the Closing Date, Owner has agreed to pay in full all liens and\nencumbrances for borrowed funds, income tax liens, and judgment liens on the\nAssets.  At or prior to the Closing Date, Owner has agreed to pay all\ndelinquent property taxes on the Assets.  Buyer shall assume sole\nresponsibility, as of Closing, for any ad valorem taxes which are deferred\nbecause of farm or grazing or forest use or classification.\n\n                        3.7  Transfer Taxes; Prorations.  Any recording fees,\ntransfer taxes, or sales taxes payable as a result of the sale of the Assets\nshall be paid by Seller or Owner.  Escrow fees pursuant to Section 3.8 shall\nbe split equally between the parties.  Buyer shall reimburse Seller for other\nescrow fees payable by Seller pursuant to the Purchase Agreement, including\nfees in connection with the Deposit under the Purchase Agreement, in the\nproportion that the Purchase Price bears to One Billion Five Hundred Eighty-\nEight Million Dollars ($1,588,000,000).  Real estate taxes, assessments for\npublic improvements, and all other fees and assessments related to the Assets\nand rent for the Long Term Leases shall be prorated as of the Proration Date. \n\n                        3.8  Default Deeds.  At least five (5) business days\nprior to the Closing Date, Buyer shall execute and deposit with Chicago Title,\nin escrow, deeds (the \"Quitclaim Deeds\") conveying, quitclaiming and releasing\nunto Seller all of Buyer's right, title, and interest in and to the Timberland\nProperties, including any and all after acquired title to the Timberland\nproperties, without warranty or recourse, and assignments (the \"Quitclaim\nAssignments\") assigning the Long Term Lease to Seller without warranty or\nrecourse.  If the closing under the Purchase Agreement occurs and the Closing\nDate Payment is made to Owner's Bank by 9 a.m. PDT on the Closing Date,\nChicago Title shall return the Quitclaim Deeds and Quitclaim Assignments to\nBuyer.  If the closing under the Purchase Agreement occurs and Buyer fails to\nmake the Closing Date Payment by 9 a.m. PDT on the Closing Date, regardless of\nwhether such failure is justified on account of any alleged default by Seller,\nthen Chicago Title shall release the Quitclaim Deeds and Quitclaim Assignments\nto Seller which may proceed to record them in the applicable real estate\nrecords.\n\n                        4.  Title Insurance.  Seller has delivered to Buyer\nevidence of title in the form of title commitments (\"Title Reports\"), as\nappropriate, covering the Timberland Properties, copies of which are attached\nhereto as Schedule 4; Seller and Buyer acknowledge that the Title Reports may\nbe revised, corrected, and supplemented by First American between the date of\nthis Agreement and the Closing Date, as contemplated in Section 5(c).  In the\nevent that First American is not prepared to issue at Closing to Buyer,\nowner's policies of title insurance insuring title in the Timberland\nProperties in Buyer, subject only to the exceptions set forth in the Title\nReports, as those Title Reports may have been revised, corrected, and\nsupplemented by First American as set forth above, but with no reductions, in\nexcess of five hundred (500) acres in the aggregate, in the acreage vested in\nOwner, and subject to the printed exceptions contained in such Title Reports,\nthen Buyer shall have the rights set forth in Section 8.11 with respect to the\nadditional reductions in acreage and additional material encumbrances to be\nadded as exceptions to title.  In the event First American is not prepared to\nissue at Closing a leasehold policy of title insurance insuring in Buyer the\nlessee's interest under each Long Term Lease (subject to exceptions and\nobjections contained in such policy), Buyer shall have the rights set forth in\nSection 1.3 for Owner's inability to assign such Long Term Lease.  If First\nAmerican is not prepared to issue such owner's policies on the Closing Date\nfor reasons other than additional reductions in acreage or additional\nexceptions to title, either Buyer or Seller may delay Closing until First\nAmerican or another title insurance company is prepared to issue such owner's\npolicies.  At Closing Buyer shall purchase, at its own expense, such owner's\npolicies unless otherwise agreed to by the parties.\n\n                        5.Conduct Pending Closing. \n\n                        (a)  Between the date hereof and the Closing Date,\nOwner has agreed to continue to operate the Timberland Properties in the\nordinary 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 Owner has\nagreed that it will not enter into log export contracts that provide for\ndelivery of logs after Closing in recognition of the fact that Seller will not\nexport logs, and this change of conduct by Owner may modify Owner's ordinary\ncourse and Operating Plan but shall not affect the Maximum Volume set forth on\nSchedule 5(a).  Subject to the foregoing, Owner has agreed that it shall\ncontinue to harvest, or sell stumpage for harvest, timber standing, lying, and\nsituated upon the Timberland Properties described in Schedule 1.1 (a) and on\nLong Term Leases described in Section 1.3.  Owner has agreed that it shall\ncontinue its various silvicultural practices consistent with its past\npractices, from the date hereof until the Closing Date.  \n\n                        (b)  The Purchase Price shall be increased or\ndecreased by the difference between the actual harvest from the Timberland\nProperties (including stumpage sales for harvest) and the Maximum Volume\napplicable to the Timberland Properties pursuant to the formula (\"Harvesting\nFormula\") attached hereto as Schedule 5(b), as of the date the Closing\nactually occurs, but such difference between actual harvest and the Maximum\nVolume shall not be considered a breach by Seller of this Agreement. \nAdjustments, if any, to the Purchase Price in this Subsection (b) shall be\nmade within fifteen (15) days of the date the Closing actually occurs, and\neach party agrees to pay to the other the adjusted amount, as applicable,\nwithout interest within said fifteen (15) days.  \n\n                        (c)  Owner has agreed that it will not take any\naction, (i) the result of which will be to create a Material Adverse Effect on\nthe value of the assets covered by the Purchase Agreement, or (ii) which is\nboth not reasonably consistent with its Operating Plan and not in the ordinary\ncourse of business, except as otherwise set forth in this Section 5.  Owner\nmay, but is not obligated, to continue, in the ordinary course of business, to\ngrant and obtain easements, rights of way and other similar rights to the\nTimberland Properties, to grant options to or lease additional Mineral Rights,\nand to purchase or sell or exchange additional real properties or interests\ntherein  consistent with its present plan (\"Real Estate Plan\"), a copy of the\nrelevant portions of which is attached hereto as Schedule 5(c).  In the event\nOwner sells any portion of the Timberland Properties or interests therein or\ngrants options to or leases additional Mineral Rights, other than those\nidentified in the Real Estate Plan, the Purchase Price shall be reduced by an\namount equal to the proceeds of any such sales, options, or leases, but Seller\nwill not be deemed in breach of this Agreement.  Seller shall promptly notify\nBuyer of any notice received from Owner related to the granting or obtaining\nof any easement, right of way or other similar right, any additional option to\nor lease of Mineral Rights, and any such purchase, sale or exchange; and if\nthe transaction involves more than two hundred fifty thousand dollars\n($250,000.00), Seller shall obtain Buyer's prior written consent to the\ntransaction, which consent shall not be unreasonably withheld.  For purposes\nof Section 4, the Title Reports shall be revised or deemed revised to reflect\nsuch transactions.\n\n                        (d)  Notwithstanding the foregoing, the parties agree\nthat, if the Closing Date is extended beyond May 15, 1996, Owner shall be\ndeemed to be operating the Timberland Properties in the ordinary course of\nbusiness from May 16, 1996, to the date the Closing actually occurs, with\nrespect to the activities described below if Owner:  \n\n                        (i) meets its obligations under the \"fiber supply\nagreements\" described in Section 1.8(a)(iv); and \n\n                        (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 \n\n                        (iii) continues road maintenance and road construction\nas necessary to prevent substantial deterioration from the condition of the\nroads as of May 15, 1996, and as necessary to meet the needs of Owner's\nharvest activities; and\n\n                        (iv) continues silvicultural and reforestation\nactivities in accordance with good management practices.\n\n                        6.  Representations of Seller.  Seller represents to\nBuyer that:\n\n      6.1  Organization, Standing and Authority.  Seller is a corporation\norganized, existing, and in good standing under the laws of the State of\nOregon.  Seller has full power and authority to enter into and perform this\nAgreement. Seller is not a \"foreign person\" within the meaning of Section 1445\nof the Code.\n\n      6.2  Authorization of Agreement; Authority.  The execution, delivery and\nperformance of this Agreement by Seller has been duly authorized by all\nnecessary corporate action of Seller, and this Agreement constitutes the valid\nand binding obligation of Seller, enforceable against Seller in accordance\nwith its terms, except to the extent enforceability may be limited by\nbankruptcy, insolvency, reorganization, moratorium or other similar laws\naffecting the enforcement of creditors' rights in general and subject to\ngeneral principles of equity (regardless of whether such enforceability is\nconsidered in a proceeding in equity or at law).  The execution, delivery and\nperformance of this Agreement by Seller will not (a) violate or conflict with\nSeller's corporate power and authority; (b) constitute a violation of any law,\nregulation, order, writ, judgment, injunction or decree applicable to Seller;\nor (c) subject to the receipt of appropriate consents as specified in this\nAgreement as of the Closing Date and subject to the provisions of Section\n1.6(d), conflict with, or result in the breach of the provisions of, or\nconstitute a default under, any agreement, license, permit or other instrument\nto which Seller is a party or is bound or by which the Assets are bound. \nExcept as required by the HSR Act, no consent, approval or authorization of\nany governmental authority is required on the part of Seller in connection\nwith the execution, delivery and performance of this Agreement. \n\n      6.3 Material Contracts.  All of the Material Contracts  which are to be\ntransferred to Buyer at Closing and which relate to the Timberland Properties\nare listed on Schedule 6.3 or Schedule 4 and all of the Long Term Leases are\nlisted on Schedule 1.3.  Except as disclosed in Schedule 6.3 or Schedule 4,\nthe Material Contracts have not been further modified or amended, and except\nas disclosed in Schedule 1.3, said Long Term Leases have not been further\nmodified, and amended; and to the best of Owner's knowledge, neither Owner nor\nany party thereto is in default of any material term in the Material Contracts\nor Long Term Leases, and true and complete copies, including applicable\namendments, of the Material Contracts and Long Term Leases have been made\navailable to Buyer for review prior to execution of this Agreement.  A\nMaterial Contract shall mean a Contract which involves payments, performance\nof services or delivery of goods by or to Owner after the Closing Date in an\namount or value of two hundred fifty thousand 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 Owner'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 Owner's knowledge Owner has received\nno written notice from a governmental authority of a material violation of law\nrelating to the Timberland Properties which has not or will not have been\nresolved prior to Closing.\n\n      6.5  Personal Property.  Owner has, or will have on the Closing Date,\ngood and marketable title (which includes leasehold title if applicable) to\nthe personal property to be transferred to Buyer on the Closing Date pursuant\nto Section 1.4, subject to equipment leases, purchase money contracts, and\nsimilar security interests to be assumed by Buyer pursuant to Section 1.8.\n\n      6.6  Environmental Conditions.  Except as disclosed on Schedule 6.6, to\nthe best of Owner's knowledge there are no environmental conditions on the\nIndemnification Properties (as defined in Section 6.7(e)) that would cause\nBuyer to incur more than one hundred thousand dollars ($100,000) in loss or\ndamage for each such environmental condition.  The foregoing representation\nspecifically includes no representation whatsoever with respect to the real\nproperty in North Louisiana and Southwest Louisiana (including the Long Term\nLeases) regarding the effects created by oil and gas operations. \n\n      6.7   Disclaimer of Warranties and Representations From Seller; AS IS;\nIndemnity\n\n            (a)  Personal Property.  Except as otherwise expressly set forth\nin this Agreement, this Agreement is executed, and the personal property will\nbe transferred, without any warranty of title, either express or implied, and\nwithout 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 forth in\nthis Agreement, this Agreement is executed, and the real property including\nTimberland Properties, Mineral Rights, and Long Term Leases will be\ntransferred, without any warranty of title, either express or implied, except\nwarranties (if any) contained in the deed(s) conveying the real property\nincluded in the Assets, and without any express or implied warranty or\nrepresentation as to the merchantability of any of the real property included\nin the Assets, acreage, legal access, operations or encroachments or any other\ncondition affecting the Assets. \n\n            (c)  Condition of Property.  Except as otherwise expressly set\nforth in this Agreement, Buyer agrees to purchase the Timberland Properties,\nMineral Rights, Long Term Leases, personal property, mobile equipment,\nmachinery and equipment and all other Assets \"as is\", \"where is\" and with all\nfaults.  The Buyer certifies by execution hereof that it has had an\nopportunity to inspect the Timberland Properties, Mineral Rights, Long Term\nLeases, 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, Mineral Rights, Long\nTerm Leases, and other Assets for all purposes and satisfied itself as to its\nphysical condition, both surface and subsurface, including but not limited to\nconditions specifically related to the presence, release or disposal of\nhazardous substances, but without limiting Buyer's rights under Section 8.11;\nthat it has not relied upon any information delivered by Owner, Seller or\ntheir respective agents concerning the Timberland Properties, Mineral Rights,\nLong Term Leases, and other Assets; and that it is relying upon its own\nexamination of the Timberland Properties, Mineral Rights, Long Term Leases,\nand all other Assets in entering into and in consummating this Agreement. \nBuyer further acknowledges and agrees that, except as otherwise expressly set\nforth in this Agreement, neither Owner nor Seller nor any of their respective\nagents have made any representations, warranties or covenants whatsoever with\nrespect to the quantity or quality of the timber, the acreage, tax status,\nlegal access, encroachment or physical condition of the Timberland Properties,\nMineral Rights, and Long Term Leases, nor, except as expressly set forth in\nthis Agreement, have they made any  representations, warranties, or covenants\nwhatsoever concerning the presence, release or disposal of hazardous\nsubstances thereon. \n\n            (d)  Disclaimer.  Except as otherwise expressly set forth in this\nAgreement, the transaction contemplated hereby shall be without any express,\nimplied, statutory or other warranty or representation as to the condition,\nquantity, quality, fitness for particular purpose, freedom from redhibitory\nvices 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 purposes or\nguarantee against hidden or latent redhibitory vices under Louisiana law,\nincluding Louisiana Civil Code Articles 2520 through 2548, and the warranty\nimposed by Louisiana Civil Code Articles 2475; waives all rights in\nredhibition 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.\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 Seller and \"Owners\" as defined below, relating to\nhazardous substances or materials, wastes, toxics, pollutants, solid wastes,\nor contaminants, 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, Mineral Rights, Long Term\nLeases, or other Assets, and hereby waives, releases, and discharges forever\nOwner, Hanson's general partners, Affiliates of Owner, Owner's successors and\nassigns, and their respective shareholders, directors, officers, employees,\nand agents (in this Section 6.7(e) collectively referred to as \"Owners\") and\nSeller from any and all present or future claims or demands, and any and all\ndamages, loss, injury, liability, claims or costs, including fines, penalties\njudgments, claims for contribution, and cost recovery actions, arising from or\nin any way related to the condition, operation, or use of the Timberland\nProperties, Mineral Rights, Long Term Leases, or other Assets or the presence\nof any hazardous substances or materials, wastes, toxics, pollutants, solid\nwastes, or contaminants in, on or under the Timberland Properties, Mineral\nRights, Long Term Leases, or other Assets; provided, however, that to the\nextent such waiver, release or discharge will prejudice Buyer's rights to\npursue third parties (not including Affiliates of Owner) who have indemnified\nor insured Owner (or any of the three Owners) for some or all of the foregoing\nmatters, Buyer shall not, and shall not be deemed to, have waived, released or\ndischarged \"Owners\" for the sole purpose of pursuing such third parties. \nExcept as otherwise expressly set forth in this Agreement, Buyer hereby\nindemnifies, holds harmless, and agrees to defend Seller and \"Owners\" from and\nagainst any and all present or future claims or demands, and any and all\ndamages, losses, liabilities, injuries, fines, penalties, judgments, claims\nfor contribution, and cost recovery actions, and consultant fees, expert\nwitness fees, costs and expenses (including attorney's fees incurred by Seller\nor Owners in the case of matters involving third parties) arising from or in\nany way related to the presence of any hazardous substances or materials,\nwastes, toxics, pollutants, solid wastes, or contaminants in, on or under the\n(i) Timberland, (ii) Mineral Rights, (iii) Long Term Leases, and (iv) any\nother real property constituting a part of other Assets (collectively, the\nIndemnification 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 \"Owners\"\nor Owner's predecessors except as provided in Section 1.8(a)(v) or as\ndisclosed on any Schedule attached to this Agreement, are solely for the\nbenefit of Seller and \"Owners\" and shall not be construed to be for the\nbenefit of any third party or to constitute a waiver or release of rights\nagainst any third party.  Seller hereby assigns to Buyer all rights and claims\nwhich Seller may now or hereafter have against third parties relating to any\nmatter for which Buyer indemnifies Seller or \"Owners.\"  The provisions of this\nSection 6.7(e) and Section 1.8(a)(v) are intended to exclusively set forth\nBuyer's obligations under this Agreement with respect to assumption, waiver,\nrelease, discharge, and indemnification of environmental matters, and the\nprovisions of Section 10.1(b) and Section 1.8(a) (other than\nSection 1.8(a)(v)) shall not apply to such 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, existing\nand in good standing under the laws of Delaware and has the full corporate\npower and authority to enter into and to perform this Agreement.  Buyer is\nqualified to do business and is in good standing in the state of 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 performance\nof this Agreement by Buyer will not (a)  violate or conflict with the articles\nof incorporation or by-laws of Buyer; or (b) constitute a violation of any\nlaw, regulation, order, writ, judgment, injunction or decree applicable to\nBuyer.  Except as required by the HSR Act, no consent, approval or\nauthorization of any governmental authority is required on the part of Buyer\nin connection with the execution, delivery and performance of this Agreement.\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.  Owner has agreed that Buyer (subject to\nSection 8.7) shall have access to information in the possession of Owner, and\nSeller will make available to Buyer information in its possession, relating to\nthe Timberland Properties, the Mineral Rights, the Long Term Leases, and other\nAssets for due diligence investigation purposes and to facilitate an orderly\ntransition in the management of those Assets in anticipation of Closing.  In\naddition, Owner has agreed to make available to Buyer its financial statements\nand shall cooperate and instruct Owner's independent auditors to cooperate, at\nBuyer's expense, in preparing the financial statement related to the\nTimberland Properties which Buyer may be required to file with the Securities\nExchange Commission. \n\n      8.2  Notice of Changes and Events.  \n\n            (a)  Each party shall promptly notify the other party in writing,\nand furnish to such party any information that such party may reasonably\nrequest, with respect to the occurrence of any event or the existence of any\nstate of facts that would (i) result in the party's or Owner's representations\nand warranties not being true if they were made at any time prior to or as of\nthe Closing Date, or (ii) impair the party's or Owner's ability to perform its\nobligations under this Agreement.\n\n            (b)  Subject to receipt of necessary information from Owner,\nSeller agrees to update and bring current all Schedules attached to this\nAgreement prior to the Closing Date.  Any such updated Schedule shall be for\ninformational purposes only and shall not affect the rights and obligations of\nthe parties as set forth in this Agreement.\n\n            (c)  Notwithstanding anything to the contrary in this Agreement,\nOwner or Seller shall have the right, in their respective sole discretion, to\nretain any claim, obligation, or liability that may otherwise be transferred\nto or assumed by Buyer in this Agreement.  Owner or Seller may, without\nlimitation, exercise this right by omitting or deleting a claim, liability, or\nobligation on one or more of the Schedules attached to this Agreement.  If\nOwner or Seller exercises this right, Seller shall provide written notice to\nBuyer of the claim, liability, or obligation that Seller shall retain within\nthirty-five (35) days of Seller's receipt of written notice of said claim,\nliability, 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 before\nissuing any public announcement or press release concerning the transactions\ncontemplated by this Agreement and, except as may be required by applicable\nlaw or regulation or rule of any stock exchange or organized securities market\non which the securities of Buyer or Seller are listed or traded, will not make\na public announcement or issue a press release prior to such consultation.  If\nBuyer or Seller are so required to make a public announcement or issue a press\nrelease such party shall use its best efforts to inform the other party hereto\nprior to making or issuing it.\n\n      8.5  Preservation of Records.  \n\n            (a)  Buyer agrees that, without expense to Seller, Buyer (i) shall\npreserve and keep the records relating to the Timberland Properties, Mineral\nRights, Long Term Leases, and other Assets delivered to it by Seller for a\nperiod of six (6) years from the Closing, and (ii) shall give Seller and Owner\nreasonable access to such records and to personnel during regular business\nhours if needed for any bona fide purpose, provided such access shall be at\nSeller's or Owner's cost and expense, including reimbursement of Buyer's\nextraordinary costs, if any, of providing such access.\n\n            (b)  Seller or Owner, without expense to Buyer, (a) shall preserve\nand keep the records relating to the Timberland Properties, Mineral Rights,\nLong Term Leases, and other Assets which were not transferred to Buyer\npursuant to Section 1.4(a), and (b) shall give Buyer 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 Buyer's cost and expense,\nincluding reimbursement of Seller's or Owner's extraordinary costs, if any, of\nproviding such access.\n\n            (c)  Notwithstanding the expiration of the six (6) year period in\nSubsection (a) above, Buyer agrees not to destroy the records described in\nSubsection (a) without first giving Seller sixty-five (65) days advance\nwritten notice and an opportunity to take custody of such records, at Seller's\ncost and expense, including reimbursement of Buyer's extraordinary costs, if\nany.\n\n      8.6  Casualty or Condemnation. In the event any uninsured loss or damage\noccurs to the assets being acquired by Seller from Owner, including the\nAssets, after the date of the Purchase Agreement, but before Closing, which\nhas an adverse financial impact in excess of fifteen million dollars\n($15,000,000) on the value of such assets, Buyer shall be entitled to a\nreduction of the Purchase Price.  Buyer's share of any Purchase Price\nreduction as a result of an uninsured loss shall be determined pursuant to\nSection 8.12.  If the amount of the Purchase Price reduction has not been\ndetermined by the date set for Closing, the parties shall proceed to Close as\nscheduled and Subsection 2.1(d) shall apply.  In the event any insured loss,\ndestruction, casualty or damage occurs to the Assets after the date of this\nAgreement, but before Closing, or in the event condemnation action is\ninstituted on the Assets after the date of this Agreement, but before Closing,\nthen Seller shall assign to Buyer at Closing all proceeds from such policies\nor condemnation action, and there shall be no adjustment in the Purchase\nPrice.  \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 and Owner prior to delivery of any information to such third party. \nIf this Agreement is terminated for any reason, the foregoing covenant shall\nsurvive the termination; if this Agreement is not so terminated, then the\nforegoing covenant shall be deemed terminated at Closing.\n\n      8.8  Allocation and Tax Matters.  The Purchase Price shall be allocated\namong the Assets in accordance with Schedule 8.8 attached hereto.  Seller and\nBuyer agree to complete IRS form 8594 consistently with the foregoing\nallocation and to furnish each other with a copy of such form prepared in\ndraft form within forty five (45) days prior to the filing due date for such\nform.  Within fifty-five (55) days after the Closing, Buyer shall submit to\nSeller a proposed detailed allocation schedule which is in all respects\nconsistent with Schedule 8.8.  Thereafter, Buyer and Seller shall use their\nrespective best efforts to promptly agree to a final detailed schedule. \nNeither Seller nor Buyer shall file any tax return or take a position with any\ntaxing authority that is inconsistent with the foregoing allocation.\n\n      8.9  Termination.  This Agreement shall be terminated at any time prior\nto the Closing:\n\n            (a)  By mutual written agreement executed by Seller and Buyer; or\n\n            (b)  By either party if applicable law (including but not limited\nto the HSR Act) prohibits the consummation of the sale and purchase of the\nAssets 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; \n\n            (c)  By either party as provided in Section 3.2; or\n\n            (d)  By either party if the Purchase Agreement is terminated for\nany reason.\n\n      Upon such termination, neither of the parties shall have any liability\nor further obligation arising out of this Agreement except as expressly stated\nin this Agreement.  \n\n      8.10  Access Pending Closing.  Owner has agreed that Buyer may, upon\nreasonable notice to Owner, have access to the Timberland Properties, real\nproperty described in the Long Term Leases and other Assets for purposes of\nconducting due diligence investigations and preparing for transition of\nownership, all in accordance with the terms and conditions of the Access\nAgreement previously executed by Buyer, a copy of which is attached hereto as\nSchedule 8.10.\n\n      8.11  Buyer's Due Diligence.  \n\n            (a)  Buyer may conduct due diligence examinations during a period\ncommencing on the date hereof and ending at the close of business on the day\nprior to the Closing Date (the \"Due Diligence Period\").  In the event that\nBuyer 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 later than April 8, 1996, shall include a Price\nAdjustment Item relating to environmental matters.  \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 adverse financial impact in the Price Adjustment\nFormula set forth in Section 8.11(e), Buyer will have the right to deliver to\nSeller, but only during the Due Diligence Period, a notice that Buyer is\nentitled to an adjustment in the Purchase Price (the \"Price Adjustment\nNotice\"), provided that no Price Adjustment Notice given later than April 8,\n1996, shall include a Price Adjustment Item relating to environmental matters. \nThe Price Adjustment Notice shall be accompanied by a schedule setting forth\nin reasonable detail Buyer's computation of the dollar amount of the Price\nAdjustment Items.  Seller shall deliver the Price Adjustment Notice to Owner\nas one of Seller's Price Adjustment Notices.  Buyer hereby appoints Seller as\nits agent to pursue a price reduction as specified in the Price Adjustment\nNotice.  Subject to the provisions of the Purchase Agreement, Seller agrees to\nuse reasonable diligence in pursuing a price reduction with respect to the\nmatters referred to in each such Price Adjustment Notice.\n\n            (c)  If Buyer provides written notice of Price Adjustment Items as\nprovided in Subsection (a) above but does not deliver to Seller the Price\nAdjustment Notice described in Subsection (b) above during the Due Diligence\nPeriod, Buyer will have the right, within six (6) months after Closing, to\ndeliver to Seller a notice (the \"Post Closing Adjustment Notice\").  The Post\nClosing Adjustment Notice shall be accompanied by a schedule setting forth in\nreasonable detail Buyer's computation of the dollar amount of the Price\nAdjustment Items that provide the basis for the Post Closing Adjustment\nNotice; provided however, the Post Closing Adjustment Notice cannot allege an\nadverse financial impact greater than fifteen million dollars ($15,000,000)\n(the First Threshold).  Seller shall deliver the Post Closing Adjustment\nNotice to Owner as one of Seller's Post Closing Adjustment Notices and shall\npursue an adjustment in the First Threshold as contemplated by Section 10.4 of\nthe Purchase Agreement; provided that if the Post Closing Adjustment Notices\nexceed Fifteen Million Dollars ($15,000,000) in the aggregate, each such\nnotice shall be reduced pro rata so that the total does not exceed Fifteen\nMillion Dollars ($15,000,000).  The adjustment so determined shall not adjust\nthe Purchase Price, but shall be carried forward as a portion of the First\nThreshold in making the calculations in Section 10.4(c) of the Purchase\nAgreement.\n\n            (d)  In determining the adverse financial impact for purposes of\nSection 8.11(a), the following items shall be taken into account as Price\nAdjustment Items:\n\n                  (i)   Failure of Owner to be vested in title in more than\nfive hundred (500) acres of the Timberland Properties described in the Title\nReports attached to this Agreement as Schedule 4, and the threshold provisions\nof Section 8.11 and the allocation provisions of Section 8.12 shall not apply\nto any such Price Adjustment Item (i.e., the Purchase Price shall be reduced\nby the amount of the adverse financial impact of such Item), nor shall the\nreduction in Purchase Price for such Item reduce the threshold provisions for\npurposes of Section 10.4 of the Purchase Agreement.  As used in this\nSubsection (i), \"vested in title\" means that the applicable Title Report\nstates that the Owner (or any of the three Owners) is vested in title (without\nregard to exceptions or objections noted in such Title Report);\n\n                  (ii)  The existence of any exception to title on any portion\nof the Timberland Properties:  (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\nand the allocation provisions of Section 8.12 shall not apply to such Price\nAdjustment Item if the exception to title was created by Seller after the date\nof the applicable Title Report and was not either created in the ordinary\ncourse or consented to by Buyer, nor shall the reduction in Purchase Price for\nsuch Item reduce the threshold provisions for purposes of Section 10.4 of the\nPurchase Agreement.\n\n                  (iii)  The existence of any exception to title on Owner's\nleasehold interest in any of the Long Term Leases assigned to Buyer:  (a)\nwhich would have been an exception to title on a Title Report if such Reports\nhad been prepared for the Long Term Leases, and (b) which was not disclosed on\nany Schedule attached to this Agreement, and (c) which materially interferes\nwith the use thereof for the production and harvesting of timber; provided\nthat the threshold provisions of Section 8.11 and the allocation provisions of\nSection 8.12 shall not apply if the exception to title was created by Seller\nafter January 1, 1996, and was not either created in the ordinary course of\nbusiness or consented to by Buyer, nor shall the reduction in Purchase Price\nfor such Item reduce the threshold provisions for purposes of Section 10.4 of\nthe Purchase Agreement.\n\n                  (iv) The presence of any hazardous substances or materials,\nwastes, toxics, or contaminants in, on or under any of the Indemnification\nProperties (but only until April 8, 1996, and only to the extent they were not\ndisclosed in Schedule 6.6); provided that with respect to the real property in\nNorth Louisiana and Southwest Louisiana (including the Long Term Leases), the\npresence of any hazardous substances or materials, wastes, toxics, or\ncontaminants or any other effects created by, resulting from or related to oil\nand gas operations shall not be taken into account as Price Adjustment Items. \n\n                  (v)   Any breach of representations of Seller in Section 6\nof this Agreement during the Due Diligence Period, but with respect to Section\n6.6, only if included in a Price Adjustment Notice given not later than April\n8, 1996; provided, that in determining the adverse financial impact for breach\nof representations of Seller, any benefit to Buyer caused by such breaches of\nrepresentations of Seller and other breaches of representations of Seller\nduring the Due Diligence Period shall be offset or taken into account.\n\n            (e)  Price Adjustment Formula.  As used in this Section 8.11 (and\nin Sections 10.4(b) and (c) of the Purchase Agreement), the term \"First\nThreshold\" means fifteen million dollars ($15,000,000); the term \"Second\nThreshold\" means twenty five million dollars ($25,000,000); the term \"Third\nThreshold\" means thirty five million dollars ($35,000,000).  Subject to the\nprovisions of Section 8.12, if the First Threshold, but not the Second\nThreshold, is met, the purchase price under the Purchase Agreement shall be\nreduced by fifty percent (50%) of the amount of the adverse financial impact\nin excess of the First Threshold; and if the Second Threshold, but not the\nThird Threshold, is met, the purchase price under the Purchase Agreement shall\nbe additionally reduced by two-thirds of the amount of the adverse financial\nimpact in excess of the Second Threshold; and if the Third Threshold is met,\nthe purchase price under the Purchase Agreement shall be additionally reduced\nby one hundred percent (100%) of the amount of the adverse financial impact in\nexcess of the Third Threshold. \n\n      8.12  Allocation of Price Reduction.  No Purchase Price reduction will\nbe allowed to Buyer under this Agreement unless a purchase price reduction is\nallowed to Seller under the Purchase Agreement.  If a purchase price reduction\nis allowed to Seller under the Purchase Agreement, except as expressly\nprovided in Section 8.11(d), Buyer will be entitled to a fraction of such\nreduction, the numerator of which shall be Buyer's total allowed Purchase\nPrice adjustment claims and the denominator of which shall be the total\npurchase price adjustment claims submitted by Seller to Owner pursuant to the\nPurchase Agreement and allowed.  Buyer shall be bound by any proceeding or\nagreement between Owner and Seller determining the amount of any Purchase\nPrice adjustment.\n\n      8.13   Enforcement of Seller's Rights.  Seller agrees to use\ncommercially reasonable efforts as determined by Seller in its reasonable\njudgment to enforce the obligations of Owner under Sections 3.6, 5(a), 5(c),\n8.1, 11.3(b), and 11.3(c) of the Purchase Agreement.  Buyer shall reimburse\nSeller for Seller's expenses related to such enforcement in accordance with\nthe formula for sharing of arbitration costs under the Purchase Agreement set\nforth in Section 9.2 of this Agreement.\n\n      8.14  Seller's Knowledge.  In the event that Seller obtains knowledge\nprior to the Closing Date of any material fact which, if known to Owner, would\nresult in a breach of a representation or warranty of Owner under the Purchase\nAgreement, Seller shall notify Owner so that Owner will have knowledge of such\nfact.\n\n      9.    Default; Remedies; Arbitration.\n\n      9.1  Default; Remedies.  Time is of the essence of this Agreement.  If\neither 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.  Except as otherwise provided in this\nAgreement, in the event Buyer fails, without legal excuse, to complete the\npurchase of the Assets pursuant to this Agreement, Seller shall be entitled to\nterminate this Agreement and\/or pursue any and all remedies available at law\nor in equity by reason of Buyer's breach or default, including without\nlimitation, specific performance and damages for any failure by Buyer to\nperform the obligations to be performed by it from and after the date of this\nAgreement.\n\n            (b)  Seller's Default.  Except as otherwise provided in this\nAgreement, in the event Seller fails or refuses to complete the purchase of\nthe Assets or is otherwise in breach or default of its obligations in this\nAgreement, Buyer shall be entitled to terminate this Agreement and\/or pursue\nany and all remedies available at law or in equity by reason of Seller's\nbreach or default, including without limitation, specific performance and\ndamages for any failure by Seller to perform the obligations to be performed\nby it from and after the date of this Agreement; provided, however, that\nBuyer's sole remedy against Seller for Seller's breach of Section 6 and the\nrepresentations set forth therein shall be as set forth in Section 8.11 and\nthe indemnification by Seller of Buyer as set forth in Section 10. \n\n            (c)  Owner Default.  Notwithstanding the foregoing, Buyer shall\nhave no rights against Seller if Seller's failure to transfer the Assets to\nBuyer results from a default by Owner under the Purchase Agreement.  If Seller\nelects to seek damages as a result of a default by Owner under the Purchase\nAgreement and if any award to Seller includes any amount with respect to\ndamages suffered by Buyer, Seller shall pay such amount to Buyer minus Buyer's\nshare of expenses determined pursuant to the formula for allocation of\nexpenses of arbitration under the Purchase Agreement set forth in Section 9.2. \nIf Seller seeks specific performance of Owner's obligations under the Purchase\nAgreement, Seller agrees that it will not terminate this Agreement pursuant to\nSection 8.9(d) if Buyer agrees to be bound by the outcome of such specific\nperformance proceeding and if Buyer agrees to reimburse Seller for the costs\nof such proceeding in the proportion that the Purchase Price bears to One\nBillion Five Hundred Eighty Eight Million Dollars ($1,588,000,000).\n\n      9.2  Arbitration.  This Agreement shall not be subject to termination\nexcept as specifically provided in this Agreement.  Any question, controversy\nor claim arising under or relating to this Agreement, shall be settled by\narbitration in accordance with the rules of the American Arbitration\nAssociation and the provisions of the laws of the State of Washington relating\nto arbitration, as said rules and laws are in effect on the date of this\nAgreement.  The arbitration shall be conducted in Vancouver, Washington, by\nand before a single arbitrator, who is experienced in the problem or problems\nin dispute, to be agreed upon by the Seller and Buyer, or if they are unable\nto agree upon an arbitrator within ten (10) days after written demand by\neither party for arbitration, then, at the written request of either party,\nthe arbitrator shall be appointed by the American Arbitration Association, or\nfailing such appointment, by the Superior Court in and for the County of\nClark, State of Washington.  Proceedings to obtain a judgment with respect to\nany award rendered hereunder shall be undertaken in accordance with the law of\nthe State of Washington including the conflicts of laws provisions thereof.\n\n      Each party shall pay one-half of the arbitrator's fees and expenses. \nUpon application to the arbitrator, the parties shall be entitled to limited\ndiscovery, including only exchange of documents and only depositions on such\nterms as the arbitrator may allow for purposes of fairness and to reduce the\noverall time and expense of the arbitration.\n\n      Buyer shall also reimburse Seller for the costs of any arbitration under\nthe Purchase Agreement, including arbitrator's fees and reasonable attorney's\nfees, incurred by Seller in the proportion that the claims related to the\nAssets bears to the total of all claims involved in the arbitration.  In any\narbitration proceeding under the Purchase Agreement including any arbitration\nrelated to a Purchase Price adjustment claim or indemnification claim which\nrelates to the Assets, Seller agrees to request of the arbitrator that Buyer\nbe allowed to participate in the arbitration.  Buyer shall be allowed to\nparticipate to the extent allowed by the arbitrator.\n\n      10.  Indemnification and Related Matters.  \n\n      10.1  Indemnification.\n\n            (a)  Seller agrees to defend, indemnify and hold Buyer and its\nparents, subsidiaries, affiliates, predecessors, successors and assigns (and\ntheir respective officers, directors, employees and agents) harmless from and\nagainst any and all loss, claims, liabilities, damages, costs and expenses,\nincluding attorneys fees incurred with respect to third parties (\"Damages\")\nresulting from, based upon, or arising out of:\n\n                  (i) subject to Section 10.4(a), (b), and (c), all of the\nExcluded Liabilities set forth in Section 1.8(b);\n\n                  (ii)  subject to Section 10.4, and taking into account any\nadjustments 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 that\nare asserted after Closing, to the extent the basis of such claims arose prior\nto Closing; provided, that this Subsection (iii) shall only apply to a claim\nwhich 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 Contracts\n(which are not Material Contracts) assumed by Buyer pursuant to Section 1.8\nbut which were not disclosed to Buyer in any Schedule attached to this\nAgreement; provided, that this Subsection (iv) shall only apply to a permit,\nlicense, or Contract: (a) which will require Buyer to pay more than $100,000\nin any twelve-month period, and (b) which will not expire and cannot be\nterminated within twelve months of Closing without penalty, liability, or\npremium, and (c) which provides no material benefit to Buyer; and\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 Seller and\nOwner 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 Closing, of\nContracts, Long Term Leases, permits, licenses, and all other agreements and\nobligations transferred or assigned to Buyer;\n\n                  (ii)  the operation, management or condition of the Assets,\nwhether arising before, at or after the Closing, excluding only those matters\ncovered by Section 10.1(a)(i) above;\n\n                  (iii)  all matters assumed by the Buyer pursuant to any and\nall provisions of this Agreement or any related agreement; and\n\n                  (iv)  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      Wherever this Agreement provides for Buyer's indemnification of Owner,\nthe term \"Seller\" shall mean each or all of CERI, CFII, and Hanson. \n\n      10.2  Determination of Damages; Claims.  In calculating any amounts\npayable to Buyer pursuant to Section 10.1(a) or payable to Seller pursuant to\nSection 10.1(b), Seller or Buyer, as the case may be, shall receive credit for\n(i) any reduction in tax liability as a result of the facts giving rise to the\nclaim for indemnification, and (ii) any insurance recoveries.\n\n      10.3  Defense of Claims by Third Parties.  If any claim is made against\nBuyer or Seller that, if sustained, would give rise to a liability of the\nother 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.  In the event of\nan indemnification claim by Buyer against Seller, Seller may cause Owner to\nundertake the defense in which event Owner shall have the opportunity to\nsettle the claim as provided above.\n\n      10.4  Limitations on the Indemnification.\n\n            (a)  With respect to Seller's indemnification of Buyer pursuant to\nSubsections 10.1(a), Buyer shall promptly inform Seller in writing of each\nsuch matter, as and when Buyer becomes aware of such matter, and shall keep\ncomplete and accurate records of actual damages incurred by Buyer as a result\nthereof.\n\n            (b)  Notwithstanding any other provision of this Agreement,\nSeller's obligations for indemnification of Buyer and all Other Purchasers\nshall not exceed the proceeds of indemnification recoveries by Seller from\nOwner.  Seller agrees to submit all of Buyer's indemnification claims to Owner\nas Seller's indemnification claims.  Buyer hereby appoints Seller as Buyer's\nagent to pursue such indemnification claims.  Seller agrees to use reasonable\ndiligence in the pursuit of such claims.  Buyer shall be bound by the results\nof any proceedings under the Purchase Agreement to determine the validity of\nSeller's indemnification claims.\n\n            (c)  Buyer shall be entitled to its pro rata share of total\nrecoveries by Seller for (i) Purchase Price adjustment claims subject to the\nallocation provisions of Section 8.12, and (ii) indemnification claims\nsubmitted by Seller to Owner under the Purchase Agreement.  Amounts payable to\nBuyer from indemnification claims recovered subsequent to payment of Purchase\nPrice adjustment claims shall be adjusted to reflect amounts paid with respect\nto such Purchase Price adjustment claims.\n\n            (d)  Notwithstanding anything to the contrary to this Agreement,\nSeller 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 Owner exclusively in connection with the\nTimberland Properties in daily operations in hourly or salaried status\nimmediately preceding the Closing, and those persons identified in Schedule\n11.2(f) as employed by Owner in daily operations in connection with the\nTimberland Properties who are either (a) on disability, or (b) on leave of\nabsence.  This does not include persons listed in Schedule 11.1(a), which\nlists executive officers of Owner.\n\n            (b)   Transferring Employees.  All Employees who apply for, are\noffered, and who accept employment with Buyer on the Closing Date or within 90\ndays thereafter.\n\n            (c)   INTENTIONALLY OMITTED\n\n            (d)   List of Employees.  Schedule 11.1(d) sets forth a true and\ncorrect 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, Seller will provide applications for employment to all Owner's\nEmployees, as defined in 11.1(d) above.\n\n            (b)   Employees from whom applications will be solicited by Buyer\nwill also be provided with a document or documents setting forth the essential\nterms and conditions of employment under which Buyer intends to operate the\nAssets.  Buyer will provide such information to Seller promptly following the\nexecution of this Agreement.  Buyer will consider applications from all\nEmployees who apply for employment under such terms and conditions of\nemployment pursuant to its normal hiring procedure.  If applications\nacceptable to Buyer are received from Salaried Employees, offers of employment\nshall be extended within fifteen (15) working days of application receipt or\nas soon as reasonably practical thereafter.  Offers to other Employees who\nsubmit application and who are acceptable to Buyer will be extended on or\nbefore the Closing Date.\n\n            (c)   Salaried Terms and Conditions.  Solicitations of salaried\nEmployees who submit applications for employment with Buyer will be made on\nterms and conditions of employment consistent with and generally applicable to\nBuyer's salaried work force in positions of like status and pay.  However, in\norder to minimize Owner's severance cost, Buyer agrees to offer employment to\nat least four (4) salaried Employees (or to such lesser number if such lesser\nnumber of salaried Employees apply), and that those salaried Employees offered\nemployment will be hired at 96 percent or more of their Base pay with Owner as\nlisted in Schedule 11.1(d).\n\n            (d)   Nonunion Hourly Terms and Conditions.  Solicitations of\nOwner's nonunion hourly Employees who submit applications for employment with\nBuyer 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)   INTENTIONALLY OMITTED\n\n            (f)   Disabled Employees\/Leave of Absences.  Employees identified\nin Schedule 11.2(f) who make application, are offered, and accept employment\nmust begin employment as evidenced by having worked at least one (1)\ncompensable day with Buyer no later than the first working day of the sixth\n(6th) month following the month in which the Closing Date occurs unless\notherwise 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 Section\n11.5, Buyer agrees to assume all employment-related obligations accruing on or\nafter the Closing Date pertaining to Transferring Employees including, without\nlimitation, compensation for services performed for Buyer (and related\nemployment and withholding taxes); benefits accrued under any Buyer-sponsored\nemployee welfare or pension benefit plan (as defined under ERISA Sections 3(1)\nand 3(2), respectively); benefits accrued under any other employee benefit\nplan or arrangement of Buyer covering the Transferring Employees; and workers'\ncompensation benefits with respect to claims relating to events occurring on\nor after the Closing Date or filed more than one-hundred eighty (180) days\nafter the Closing Date, regardless of date of accident 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 11.5,\nOwner has agreed to assume all employment related obligations with respect to\nall Employees accruing prior to the Closing Date including, without\nlimitation, compensation for services performed for Owner (and related\nemployment and withholding taxes); benefits accrued under any Owner 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 Owner covering the Employees or former Employees prior to or\nafter 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)  Owner has agreed to retain all liability for any and\nall claims, 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 Owner'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.  Owner has agreed to be responsible for the health\ncare coverage of any Employees as may be required by COBRA under affected\nOwner Welfare Plans.  After the Closing Date, Owner has agreed that it shall\nensure that the option of continuing health care coverage under the Owner\nWelfare Plans is extended to the Employees to the extent required by COBRA. \nBuyer shall be responsible for providing health care continuation coverage as\nrequired by COBRA to any Transferring Employees terminated by Buyer after the\nClosing Date.\n\n            (d)   Vacation Obligations\/Transferring Employees.\n\n                  (i)   Vacation earned as of May 1, 1996 and to be taken in\n1996 by Transferring Employees under Owner's vacation policy will be credited\nto Transferring Employees on the Closing Date to the extent not then taken. \nBuyer shall grant Transferring Employees time off with pay (vacation) for this\nfull credited amount, or pay in lieu of time off for any portion not taken by\nDecember 31, 1996.  Promptly following receipt of payment from Owner Seller\nshall pay to Buyer the amount of such earned vacation pay payable by Buyer to\nsuch 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 Owner and its predecessors to the extent Owner\nrecognized such service under its vacation policy.  Seller shall provide\nBuyer, on or before the Closing Date, with a list of such recognized service\nincluding the number of vacation weeks earned under Owner's Plan for all\nEmployees as of May 1, 1996.  For those Transferring Employees who remain in\nBuyer's employment until at least January 1, 1997, Buyer will accrue vacation\nfrom January 1, 1996 notwithstanding the fact that the Transferring Employees\nwere not its Employees until after the Closing Date.  For those who do not\nremain in employment with Buyer until year end, vacation will accrue 1\/12 pro\nrata for each completed calendar month of employment between the Closing Date\nand December 31, 1996.\n\n            (e)   Severance Pay Obligations.\n\n                  (i)   Owner has assumed all severance pay obligations, if\nany, for all Employees who are not hired by Buyer pursuant to Owner's\npolicies, plans, or agreements relating to severance from employment.\n\n                  (ii)  Any salaried Transferring Employee hired by Buyer who\nis terminated during the first six (6) months following the month in which the\nClosing Date occurs, for reasons other than cause or misconduct, shall receive\nseverance pay from Buyer equal to that which he or she would have received\nunder Owner's severance pay policies as written on January 1, 1996, generally\napplicable to Owner's Employees in like positions and pay status in the same\namount which would have been payable had such salaried Transferring Employee\nnot been hired by Buyer.  Seller shall provide Buyer with copies of Owner's\napplicable policies as soon as reasonably practical after signing of this\nAgreement.\n\n                  (iii)  Any salaried Transferring Employee hired by Buyer who\nis terminated by Buyer after the six (6) month period in (ii) above or any\nother Transferring Employee will receive severance pay, if any, in accordance\nwith Buyer's severance pay policies uniformly applicable to other Employees in\npositions of similar status and pay.  In the application of such policies,\nBuyer shall recognize the Transferring Employee's service with Owner from his\nor her most recent date of hire with Owner.\n\n      11.4  Employee Benefits.\n\n            (a)   All Transferring Employees who accept employment with Buyer\nand commence such employment immediately on the Closing Date will be, starting\non the Closing Date, covered by Buyer's existing employee benefit plans in\naccordance with their terms and will be subject to Buyer's existing employment\npolicies, as applicable to Buyer's Employees who are similarly situated. \nTransferring Employees shall be credited with their service with Owner from\ntheir most recent date of hire for purposes of vesting, participation and\neligibility (but not benefit calculations, except as provided in Section\n11.5(c) pertaining to certain Salaried Employees), under Buyer's plans and\npolicies, as though such service had been with Buyer.\n\n            (b)   With respect to Buyer medical coverage, there shall be no\nwaiting period for participation by Transferring Employees or their covered\ndependents and they shall be credited with any deductibles satisfied under\nOwner's medical plans for claims incurred during calendar year 1996 in meeting\nthe deductible requirements of Buyer's plans.  Buyer will also waive any\npreexisting condition restrictions under the Buyer Welfare Plans with respect\nto Transferring Employees or their dependents.\n\n            (c)   Buyer will provide no benefit coverage to a Transferring\nEmployee or his or her dependents to the extent that such person has not\nreported to work and continues to be eligible by reason of disability under\nthe Owner 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 Owner'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 Owner'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 Owner's retiree medical plan as of the Closing Date\nwill be eligible to elect retiree medical coverage under Owner'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\nOwner pursuant to Owner'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)   Owner Retirement Plans.  \"Owner Retirement Plans\" shall mean\nthe Cavenham Forest Industries Inc. Retirement Plan for Hourly Paid Employees\nand Cavenham Forest Industries Inc. Retirement Plan for Salaried Employees.\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 Owner Retirement Plans.  Buyer will recognize past service\ncredited under the Owner's Retirement Plan for purposes of determining vesting\nrequirements under Buyer's Plan for Transferring Employees. \n\n            (c)  Determination of Benefits\/Payment of Supplement.  Seller will\nprovide Buyer with a statement, within 180 days of Closing, listing credited\nservice and accrued benefits (expressed as a Single Life Annuity) through the\nClosing Date as determined under Owner's Plan for Salaried Employees (the\n\"CSAB Statement\").  Such accrued benefit amounts shall be listed in the CSAB\nStatement for each Transferring Employee.  The accrued benefit amount shall be\ncalculated by Owner's actuary, Hewitt Associates, in consultation with Seller,\nusing assumptions shown on the CSAB Statement in conjunction with Owner's\ncurrent retirement plan formula.  Buyer shall provide each salaried\nTransferring Employee, upon retirement, a supplemental retirement benefit\nunder its Salaried Retirement Plan, or under such other form of supplemental\nplan or payment acceptable to Buyer, (a \"Supplement\") equal to:\n\n                  (i)   the age 62 Single Life Annuity amount, taking into\naccount the credited service listed in the CSAB Statement as applied to the\nbenefit formula of Buyer's Salaried Retirement Plan, using compensation with\nBuyer at retirement, minus,\n\n                  (ii)  the amount of accrued benefit set forth in the CSAB\nStatement for each such salaried Transferred Employee.\n\n      If the Supplement is provided under Buyer's Salaried Retirement Plan,\nsuch Supplement shall be adjusted pursuant to any options elected by such\nEmployee pursuant to such plan.  If provided outside of Buyer's Salaried\nRetirement Plan, such Supplement will be calculated on an actuarial equivalent\nbasis, using assumptions no less favorable than the assumptions listed on\nSchedule 11.5(c) which are used by Owner in determining the accrued benefit\namount.  Such Supplement shall be in addition to any benefits earned by such\nEmployees as a participant in Buyer's Salaried Retirement Plan based upon\ntheir credited service with Buyer and compensation from Buyer after the\nClosing Date.\n\n      If Buyer does not have a defined benefit retirement plan, the Supplement\n(for this purpose calculated by using Seller's retirement plan formula and the\nactuarial assumptions set forth on Schedule 11.5(c)) shall be provided to the\nTransferring Employee hired by Buyer through an alternative form (such as a\nsingle-life annuity or a lump sum payment of the present value of such\nSupplement).\n\n      At the time Seller provides the CSAB Statement to Buyer, Seller shall\npay to Buyer an amount equal to the present value of the Supplements to be\nprovided to the salaried Transferring Employees calculated for this purpose by\nusing Seller's retirement plan formula and the actuarial assumptions set forth\non Schedule 11.5(c).\n\n            (d)   Hourly Retirement Plan.  For hourly Transferring Employees,\nOwner remains responsible for all liabilities of the Cavenham Forest\nIndustries Inc. Retirement Plan for Hourly Paid Employees for benefits accrued\nas of the Closing Date.  After the Closing Date, Buyer will provide an\nappropriate Hourly Retirement Plan for all Transferring Employees consistent\nwith Buyer's existing retirement plans covering similarly situated Employee\nthroughout the country.  Buyer will credit Transferring Employees with service\nsince their most recent date of hire with Owner for purposes of meeting the\nvesting requirements of Buyer's plan covering such Employees.\n\n      11.6   Employee Payroll Information.  Seller shall transfer to Buyer\ncopies 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 Owner 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 into\nsolely for the benefit of the parties hereto, and the parties do not intend\nthat any Employee or any other person shall be a third-party beneficiary of\nthe covenants by either Seller or Buyer contained in this Agreement; provided,\nhowever, that any Transferring Salaried Employee shall have the right to\ndirectly enforce the provisions of Section 11.5(c) against Buyer, and if legal\naction is instituted in connection therewith, the prevailing party shall be\nentitled to its reasonable attorney fees as set by the court or courts at\ntrial and on any appeal.\n\n      11.8   Labor Matters.  As of the date hereof, but not as of the Closing\nDate or any other date, except as set forth in Schedule 11.8, (i) within the\nlast two years Owner has not experienced any material work stoppage due to\nlabor disagreements with respect to the Timberland Properties; (ii) there is\nno unfair labor practice charge or complaint against Owner relating the\nTimberland Properties pending or, to the knowledge of Owner, threatened,\nbefore the National Labor Relations Board or other similar local tribunal;\n(iii) there is no labor strike, request for representation, slowdown or\nstoppage actually pending or to the knowledge of Owner, threatened against or\naffecting Owner relating to the Timberland Properties; (iv) to the knowledge\nof Owner, no question concerning representation as defined in the National\nLabor Relations Act is pending or threatened against Owner respecting the\nTimberland Properties; and (v) no arbitration proceeding arising out of or\nunder any collective bargaining agreement relating to the Timberland\nProperties is pending or, to the knowledge of Owner, is threatened.\n\n      11.9  Indemnification.  Anything in this Agreement to the contrary\nnotwithstanding, Buyer agrees to indemnify Seller against and hold Seller and\nOwner 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 its obligation under this Section 11.  Anything in this\nAgreement to the contrary notwithstanding, Seller agrees to indemnify Buyer\nagainst and hold Buyer harmless from any and all claims, losses, damages,\nexpenses, obligations and liabilities arising out of or otherwise in respect\nof any failure of Seller to discharge its obligations under this Section 11. \nThis indemnity shall survive closing. \n\n      12.   Miscellaneous.\n\n      12.1  Finders.  Buyer and Seller respectively represent and warrant that\nthey have not employed or utilized the services of any broker or finder in\nconnection with this Agreement or the transactions contemplated by it.  Seller\nshall indemnify and hold Buyer harmless from and against any and all claims\nfor brokers' commissions made by any third party as a result of this Agreement\nand the transaction contemplated hereunder to the extent that any such\ncommission was incurred, or alleged to have been incurred, by, through or\nunder Seller.  Buyer shall indemnify and hold Seller harmless from and against\nany and all claims for brokers' commissions made by any third party as a\nresult of this Agreement and transactions contemplated hereunder to the extent\nthat any such commission was incurred, or alleged to have been incurred, by,\nthrough or under Buyer.\n\n      12.2  Entire Agreement.  This Agreement (with its Schedules, as may be\namended at or prior to Closing, and Exhibits) contains, and is intended as, a\ncomplete statement of all of the terms of the arrangements between the parties\nwith respect to the matters provided for, supersedes any previous agreements\nand understandings between the parties with respect to those matters, and\ncannot be changed or terminated orally.\n\n      12.3  Governing Law.  In order to provide consistency in interpretation\nwith the Purchase Agreement which is governed by Washington law, Seller and\nBuyer agree that this Agreement shall generally be governed by Washington law\nas hereinafter provided.  Seller and Buyer each hereby consent to personal\njurisdiction in any action brought with respect to this Agreement and the\ntransactions 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 except to the\nextent that the law of the state of Louisiana governs nonmovable property\ncovered by this Agreement.\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 Seller 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 Buyer to:\n\n            Temple-Inland Forest Products Corporation\n            Post Office Drawer N\n            Diboll, Texas  75941\n            Attention:  Harold C. Maxwell, Group Vice President\n\n            With a copy to:\n\n            Temple-Inland Forest Products Corporation\n            303 South Temple\n            Diboll, Texas  75941\n            Attention:  George Vorpahl\n\n      12.6  Severability.  The invalidity or unenforceability of any provision\nof this Agreement shall not affect the validity or enforceability of any other\nprovision of this Agreement which shall remain in full force and effect.\n\n      12.7  Further Assurances and Assistance.  Buyer and Seller agree that\neach will execute and deliver to the other any and all documents, in addition\nto those expressly provided for herein, that may be necessary or appropriate\nto effectuate the provisions of this Agreement, whether before, at or after\nthe Closing.  Seller agrees that, at any time and from time to time after the\nClosing, it will execute and deliver to Buyer such further assignments or\nother written assurances as Buyer may reasonably request to perfect and\nprotect Buyer's title to the Assets.\n\n      12.8  Survival.  The terms, covenants, agreements, representations and\nwarranties contained in or made pursuant to this Agreement together with all\nindemnities 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 of the\nprovisions of this Agreement.  No waiver of any provision shall be construed\nas a waiver of any other provision.  Any waiver must be in writing and signed\nby the party waiving such provision.\n\n      12.10 Binding Effect; Assignment.  This Agreement shall be binding upon\nand inure to the benefit of the parties and their respective successors and\npermitted assigns.  Except as expressly set forth in Section 11.7, nothing in\nthis Agreement shall create or be deemed to create any third party beneficiary\nrights in any person or entity not a party to this Agreement, including any\nsuch person or entity asserting rights as a third party beneficiary with\nrespect to environmental matters.  No assignment of this Agreement or of any\nrights or obligation hereunder may be made by either party (by operation of\nlaw or otherwise) without the prior written consent of the other and any\nattempted assignment without the required consent shall be void.  \n\n      12.11 Best Knowledge.  As used in this Agreement (i) \"to the best of\nOwner's knowledge\" shall mean the actual knowledge possessed, at the time the\nPurchase Agreement was entered into, by William B. Freck, the Division General\nCounsel for Owner, David E. Harris, the Division Chief Financial Officer of\nOwner, Richard E. Dahlin, a Division Vice President for Owner, and Lee T.\nAlford, a Division Vice President for Owner, all of whom are executive\nofficers of Owner, and any of the forest managers or the mill manager of\nOwner; (ii) \"to the best of Seller's knowledge\" shall mean actual knowledge\npossessed by Steven R. Rogel, President and Chief Executive Officer; Jerry A.\nParsons, Executive Vice President and Chief Financial Officer; and Duane C.\nMcDougall, Vice President-Building Materials Group; all of whom are executive\nofficers of Seller, and (iii) \"to the best of Buyer's knowledge\" shall mean\nactual knowledge possessed by Harold C. Maxwell, Jack C. Sweeny, John L. Monk,\nor George Vorpahl, all of whom are executive officers or managers of Buyer.\n\n      12.12 Counterparts.  This Agreement may be executed in counterparts,\neach of which shall be an original, but which together shall constitute one\nand the same Agreement.\n\n      12.13 No Recordation.  Neither this Agreement nor a memorandum hereof\nshall be recorded in any jurisdiction or public record.  \n\n      12.14 Transitional Services.  At the request of Buyer, Seller will\ncontinue to provide accounting, payroll, and general administration services\nto Buyer for a reasonable period of time after the Closing on a basis\nconsistent with past practice.  \n\n      12.15 INTENTIONALLY OMITTED\n\n      12.16 INTENTIONALLY OMITTED\n\n      12.17 INTENTIONALLY OMITTED\n\n      12.18 No Presumptions.  This Agreement is a result of negotiations\nbetween Seller and Buyer, both of whom are represented by counsel of their\nchoosing.  No presumption shall exist in favor of either party concerning the\ninterpretation of the documents constituting this Agreement by reason of which\nparty drafted the documents.\n\n\nSELLER:                       WILLAMETTE INDUSTRIES, INC., an Oregon\n                              corporation\n\n\n                              By: \/s\/ J. A. Parsons\n                              Name:   J. A. Parsons\n                              Title:  Executive Vice President, C.F.O.\n\n\n\nBUYER:                        TEMPLE-INLAND FOREST PRODUCTS CORPORATION, a\n                              Delaware corporation\n\n\n                              By: \/s\/ Harold C. Maxwell\n                              Name:   Harold C. Maxwell\n                              Title:  Group Vice President - Building Products\n\n\n\n\n                                   GUARANTY\n\n\n            IN CONSIDERATION of the granting of the forgoing Asset Sale,\nPurchase and Transfer Agreement (the \"Agreement\"), Temple-Inland, Inc.\n(\"Guarantor\"), hereby unconditionally and irrevocably guarantees to Seller and\nto Seller's successors and assigns the prompt payment by Buyer of the Purchase\nPrice under the Agreement and the full performance by Buyer of all of the\nterms and provisions of the Agreement on Buyer's part to be performed. \nGuarantor hereby expressly waives (1) notice of acceptance of this guaranty\nand (2) any other notice given to Buyer in accordance with the provisions of\nthe Agreement of any default under the Agreement.\n\n            Guarantor hereby agrees that neither the waiver by Seller of any\nrights against Buyer, arising out of any default by Buyer or otherwise, nor\nany modification or amendment of the Agreement shall in any way modify or\nrelease the obligations of Guarantor under this guaranty.  Upon any default by\nBuyer, Guarantor agrees to pay to Seller the entire amount of any damages\nsuffered by Seller as a result of such default without any obligation on the\npart of Seller to endeavor to collect such indebtedness from or to proceed\nagainst Buyer.\n\n            In the event any suit or action is instituted against Guarantor on\naccount of, in connection with, or based upon this guaranty, in addition to\nthe costs and disbursements provided by statute, such sum as the court may\nadjudge reasonable as attorneys' fees in such suit or action or any appeal\ntherefrom.\n\n                                          TEMPLE-INLAND, INC.\n\n\n                                          By: \/s\/ M. Richard Warner\n                                                  M. Richard Warner\n                                          Title:  Vice President and Secretary\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, permits, and\n                        easements on or appurtenant to real 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 1.3            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 1.8            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 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(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-43323","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\/43323","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=43323"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43323"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43323"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43323"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}