{"id":43324,"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-willamette3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"asset-sale-purchase-and-transfer-agreement-willamette3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/asset-sale-purchase-and-transfer-agreement-willamette3.html","title":{"rendered":"Asset Sale, Purchase and Transfer Agreement &#8211; Willamette Industries Inc. and John Hancock Mutual Life Insurance Co."},"content":{"rendered":"<pre>                 ASSET SALE, PURCHASE AND TRANSFER AGREEMENT  \n\n\n          This Asset Sale, Purchase and Transfer Agreement (this \"Agreement\")\nis made as of this 26th day of April, 1996, between Willamette Industries,\nInc., an Oregon corporation (\"Seller\") and John Hancock Mutual Life Insurance\nCompany, a Massachusetts corporation (\"John Hancock\").\n\nRECITALS:\n\n\nA.        Seller and Hanson Natural Resources Company, a Delaware general\npartnership (\"Hanson\"), Cavenham Energy Resources Inc., a Delaware corporation\n(\"CERI\"), and Cavenham Forest Industries Inc., a Delaware corporation (\"CFII\")\n(Hanson, CERI and CFII are collectively called \"Owner\") have entered into an\nagreement (the \"Purchase Agreement\") pursuant to which Owner has agreed to\nsell and transfer and Seller has agreed to buy and accept from Owner\nsubstantially all of the assets which are used in the conduct of Hanson's\ntimber, wood products and energy business located in Oregon, Washington,\nSouthwest Louisiana, and North Louisiana.\n\nB.  Seller has delivered to Buyer a copy of the Purchase Agreement without\nSchedules.\n\nC.  Seller and Buyer desire to enter into this Agreement pursuant to which\nSeller agrees to sell and transfer and Buyer agrees to buy and accept from\nSeller certain timberland properties and related assets in the state of\nOregon.\n\nD.  Seller intends to sell certain other assets it acquires from Owner to\nother purchasers (\"Other Purchasers\").\n\n          It is therefore agreed as follows:\n\n          Definitions.  As used herein, the following terms shall have the\nfollowing meanings:\n\n          Affiliate of Owner - The term \"Affiliate of Owner\" shall mean (i)\nany individual, partnership, corporation, or other entity or person which is\nowned or controlled directly or indirectly by Hanson plc; (ii) any other\nindividual, partnership, corporation, or other entity or person which controls\nor is controlled by or under common control with Owner; and (iii) any officer,\ndirector, partner, or owner of 10 percent or greater equity or voting interest\nin any such other corporation, partnership, or other entity or person.\n\n          Agreement - The term \"Agreement\" shall mean this instrument and all\nSchedules and Exhibits attached hereto.\n\n          Assets - The term \"Assets\" shall mean the Timberland Properties,\nContracts, and other items and leases described in Sections 1.1 and 1.4, but\nexcluding the Excluded Assets.\n\n          Buyer - The term \"Buyer\" means John Hancock and\/or any entity or\naffiliate controlled by John Hancock to which any portion of John Hancock's\ninterest under this Agreement is assigned.\n\n          Closing - The term \"Closing\" or \"Closing Date\" shall mean the date\non which one or more Parcels are transferred to Buyer by one or more deeds to\nbe recorded immediately prior to delivery of the portion of the Purchase Price\nallocated to such Parcel or Parcels.\n\n          Closing Date Payment - The term \"Closing Date Payment\" shall have\nthe meaning ascribed to it in Section 2.1(b).\n\n          Code - The term \"Code\" shall mean the Internal Revenue Code of\n1986, as amended.\n\n          Contracts - The term \"Contracts\" shall mean the contracts and\nleases which are described in Sections 1.1 and 1.4. \n          Excluded Assets - The term \"Excluded Assets\" shall mean the assets\nexcluded in Section 1.5.\n\n          Initial Closing, Initial Closing Date - The terms \"Initial Closing\"\nand \"Initial Closing Date\" shall mean the closing and date of closing the\ntransfer of Parcel 1 and related assets as more particularly described in\nSection 3.1(a).\n\n          The terms \"Subsequent Closing\" and \"Subsequent Closing Date\" shall\nhave the meaning ascribed to it in Section 3.2(b).\n\n          Material Adverse Effect - The term \"Material Adverse Effect\" shall\nmean events which have an adverse effect in the aggregate which, measured in\ndollars, exceeds the sum of $15,000,000.\n\n          Material Contract - The term \"Material Contract\" shall have the\nmeaning ascribed to it in Section 6.3.\n\n          Parcel - The term \"Parcel\" means a portion of the Timberland\nProperties described as a separate parcel on Schedule 1.1 (a) and that portion\nof the other Assets directly related to such portion of the Timberland\nProperties as determined by Seller in its reasonable judgment; provided that\nAssets in Owner's Vernonia office will be included in the last Parcel\ntransferred.\n\n          Proration Date - The term \"Proration Date\" shall mean the specific\ndate set for Initial Closing in Section 3.1, or any subsequent date set for\nInitial Closing, provided that the actual date of Initial Closing occurs\nwithin five (5) business days after said date set for Initial Closing.\n\n          Timberland Properties - The term \"Timberland Properties\" shall mean\nthe real property and real property interests described in Section 1.1(a).\n\n    1.    Sale, Purchase and Transfer of Assets.\n\n    Subject to the terms and conditions of this Agreement, Seller agrees to\nsell, transfer and assign or cause to be sold, transferred and assigned, and\nBuyer agrees to purchase and accept on the terms stated herein, all of\nSeller's right, title and interest in and to the Assets, including, without\nlimitation, the following: \n\n    1.1   Real Property (Timberland Properties). \n\n          (a)  Timberland.  Those certain Parcels of real property each\nconsisting of one or more tracts, owned by Owner situated in the state of\nOregon and described on Schedule 1.1 (a), together with all timber of all\nspecies, standing, dead or down, pulpwood, all felled and bucked logs, trees,\nshrubs and reproduction thereon as of the Closing Date for each Parcel, the\n(\"Timberland\" or \"Timberland Properties\"), excepting therefrom changes therein\nprior to Closing pursuant to Section 5.\n\n          (b)  INTENTIONALLY OMITTED\n\n          (c)  Buildings, Improvements and Easements.  All buildings and\nimprovements, all roads, bridges, permits, servitudes, and easements, owned or\nleased by Owner or which Owner has a right to use and on or appurtenant to the\nTimberland Properties, including those described on Schedule 1.1 (c).\n\n          (d)  Related Facilities.  All sorting yards, log booms, offices,\nand rock pits, owned or leased by Owner and associated with the Timberland\nProperties, whether or not located on the Timberland Properties, including\nthose described on Schedule 1.1 (d).\n\n          (e)  Other Rights.  All other contracts and rights of Owner\nspecifically relating to the Timberland Properties and operations thereon\nincluding, but not limited to, contracts, contract rights, leases, servitudes,\npermits, licenses, notifications, approvals and authorizations of governmental\nbodies, including those described on Schedule 1.1 (e), to the extent\nassignable.\n\n          (f)  Water Rights.  All water rights owned by Owner relating to and\nappurtenant to the Timberland Properties.\n\n          (g)  Mineral Rights.  All minerals, including without express or\nimplied limitation, oil, gas, and hydrocarbon and geothermal resources in\nwhich Owner has an interest related to the Timberland Properties including\nthose Mineral Rights listed on Schedule 1.1 (g) (the \"Mineral Rights\"). \nIncluded in the Mineral Rights are mineral rights acquired from Owner and\nrelated to lands not included in the Timberland Properties but situated in\nColumbia County or Washington County, Oregon (the \"Vagrant Mineral Rights\").\n\n          (h)  Wilson River Tract.  Seller shall have the right, upon written\nnotice to Buyer delivered not later than December 15, 1996, to withdraw Parcel\n6 (the Wilson River Tract) from the Timberland Properties subject to this\nAgreement.  In the event of a withdrawal, the Purchase Price shall be reduced\nby the amount allocated to Parcel 6 on Schedule 1.1 (a).  Notice of withdrawal\nmay be delivered to Buyer at any time prior to the Subsequent Closing with\nrespect to Parcel 6.  If Seller elects to withdraw Parcel 6, Seller shall use\nreasonable diligence to offer property of comparable value as a substitute.\n\n    1.2  INTENTIONALLY OMITTED\n\n    1.3  INTENTIONALLY OMITTED\n\n    1.4  Personal Property.\n\n    The following personal property related to the Timberland Properties:\n\n          (a)  Records. Owner's land management and other records relating to\nthe Timberland Properties, Mineral Rights, and other Assets which, in the\nreasonable judgment and discretion of Seller, are segregated or segregable by\nSeller from the overall records to be acquired by Seller from Owner, including\nbut not limited to management unit maps, aerial photographs, timber cruises,\nroad and gate records, operational records and leases, computer records (but\nnot hardware or software except for hardware in the Vernonia office)\neasements, deeds, licenses, survey and survey notes, information relating to\noil, gas, and mineral activities, permits, approvals and authorizations of\ngovernmental agencies held by Owner in connection with the Timberland\nProperties, Mineral Rights, and other Assets.  The records shall also include\nall files and documents relating to customers, suppliers and contractors\ndirectly related to the Timberland Properties, Mineral Rights, and other\nAssets which, in the reasonable judgment and discretion of Seller, are\nsegregated or segregable from all other business records, files, books and\ndocuments of Seller.\n\n          (b)  Mobile Equipment, Machinery and Equipment.  The mobile\nequipment, machinery, equipment, tools, fixtures and furniture used by Owner\nexclusively in connection with the Timberland Properties including those\nlisted on Schedule 1.4 (b), as such items listed thereon may have been sold,\nreplaced, deleted or added in the ordinary course of business, together with\ncertificates of title for motor vehicles constituting part of such equipment\nwhich are licensed and owned by Owner but excluding seed orchard equipment and\nmotor vehicles used by employees of Owner who will be employed by Seller.\n\n          (c)  Office Supplies.  The office supplies and forms, packaging\nmaterials and similar miscellaneous tangible personal property used by Owner\nexclusively in connection with the Timberland Properties except such supplies\nwhich are marked or identifiable with the logo, mark or trademark of Owner or\nHanson's general partners.\n\n          (d)  Contracts.  All rights and obligations under those instruments\nrelated to the operation of the Assets that are not related to real property,\nincluding the contracts, leases, permits and licenses described on\nSchedule 1.4 (d), to the extent the same are assignable, including sales\norders and commitments, purchase orders and commitments, agreements and\ncontracts of Owner which relate to work or services to be performed for or at\nthe Assets.\n\n    1.5   Excluded Assets.  The parties to this Agreement expressly\nunderstand and agree that the Seller is selling, assigning, transferring or\nconveying or causing to be sold, assigned, transferred or conveyed to Buyer\nonly the Timberland Properties and the assets related thereto that Seller has\nthe right to acquire from Owner pursuant to the Purchase Agreement.  Rights,\nassets, and properties which are retained by Owner pursuant to the Purchase\nAgreement shall be specifically excluded from the transactions contemplated by\nthis Agreement, notwithstanding anything to the contrary elsewhere in this\nAgreement (\"Excluded Assets\").\n\n    1.6  Assignment of Contracts.\n\n          (a)  Contracts Assignable Without Consent.  Seller agrees to assign\nor cause to be assigned to Buyer as of each Closing, all of the rights of\nSeller and Owner under the Contracts related to operations on the Parcel or\nParcels being transferred at such Closing that are assignable without consent\nof any third party and Buyer shall assume, as of such Closing, all obligations\nof Seller and Owner thereunder which arise before, at or after such Closing. \nThe parties recognize that Contracts which by their terms do not require\nconsent to assignment may require consent to a partial assignment if the\nContract covers more than one Parcel.\n\n          (b)  Seller to Use Reasonable Efforts.  Anything in this Agreement\nto the contrary notwithstanding, Seller shall not be obligated to sell,\nassign, transfer or convey or cause to be sold, assigned, transferred or\nconveyed 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 a\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 the extent that\nany of the approvals, consents or waivers referred to in Section 1.6(b) have\nnot been obtained by Seller as of the Closing, or until the impracticalities\nof transfer are resolved, Seller shall, during the remaining term of such\nContracts, use all reasonable efforts to (i) obtain the consent of any such\nthird party with the filing fees and ordinary administrative charges payable\nto such third party to be split equally by the parties; (ii) cooperate with\nBuyer in any reasonable and lawful arrangements designed to provide the\nbenefits of such Contracts to Buyer so long as Buyer fully cooperates with\nSeller and Owner in such arrangements; and (iii) enforce, or cause to be\nenforced, at the request of Buyer and at the expense and for the account of\nBuyer, any rights of Seller or Owner arising from such Contracts against such\nissuer thereof or the other party or parties thereto (including the right to\nelect to terminate any such Contracts in accordance with the terms thereof\nupon the request of, and indemnification of Seller and Owner from, Buyer).\n\n          (d)  Non-assignability.  To the extent that any Contract or any\nclaim, right or benefit arising thereunder or resulting therefrom is not\ncapable of being sold, assigned, transferred or conveyed without the approval,\nconsent or waiver of the issuer thereof or the other party thereto, or any\nthird person (including a government or governmental unit), or if such sale,\nassignment, transfer or conveyance or attempted assignment, transfer or\nconveyance would constitute a breach thereof or a violation of any law,\ndecree, order, regulation or other governmental edict, this Agreement shall\nnot constitute a sale, assignment, transfer or conveyance thereof, or an\nattempted assignment, transfer or conveyance thereof.\n\n    1.7  Transferring Permits and Licenses.  Seller will assign, transfer or\nconvey, or cause to be assigned, transferred or conveyed to Buyer at each\nClosing those permits and licenses, including those described in Schedules 1.1\n(c) and (e), and 1.4 (d) which are held or used by Owner in connection with\nthe Assets being transferred at such Closing and which can be assigned without\nhaving to obtain the consent of any third party with respect thereto.  Seller\nwill cooperate with Buyer in obtaining any third party consents necessary to\nthe assignment or transfer of any other permits or licenses used or held by\nSeller or Owner in connection with such Assets which are so assignable or\ntransferable; however, neither Seller nor Buyer shall be obligated to pay any\nconsideration therefor except for filing fees and other ordinary\nadministrative charges which shall be paid by Buyer to the third party from\nwhom such approval, consent or waiver is requested.  Buyer shall assume, as of\nthe relevant Closing, all obligations of Seller and Owner arising prior to, at\nor after the relevant Closing under those permits and licenses which can be\ntransferred without having to obtain the consent of any third party and those\npermits and licenses for which consent to transfer is obtained prior to the\nrelevant Closing.  Subsequent to the relevant Closing, to the extent permitted\nby law, upon ninety (90) days prior written notice, Owner has the right to\ncancel any permits or licenses or any bonds, guarantees, or undertakings by\nOwner applicable to the Assets to the extent such are not so assigned or\ntransferred to Seller pursuant to Section 1.7 of the Purchase Agreement to\nBuyer pursuant to this Section 1.7.  Seller will not be required to transfer\nany permits or licenses which affect more than one Parcel where the effect of\nsuch transfer would be to invalidate such license or permit with respect to\none or more Parcels retained by Seller.\n\n    1.8  Liabilities Assumed by Buyer; Liabilities Not Assumed by Buyer.  \n\n          (a)  Assumed Liabilities.  Except as expressly provided in\nSubsection 1.8(b), Buyer shall, effective as of each Closing and without any\nfurther responsibility or liability of or recourse to Seller, or its\ndirectors, shareholders, officers, partners, employees, agents, consultants,\nrepresentatives, successors, transferees or assignees, absolutely and\nirrevocably assume and shall be liable and responsible for the claims,\nliabilities, and obligations of Seller arising pursuant to the Purchase\nAgreement and Owner with respect to the Timberland Properties, Mineral Rights,\nand other Assets being transferred at such Closing, whether or not disclosed\nto Buyer, and whether or not occurring or arising prior to, at or after such\nClosing, except as expressly set forth in Section 1.8(b) and except to the\nextent to which Seller indemnifies Buyer as expressly set forth in Section\n10.1(a); and nothing in this Section 1.8(a) shall diminish Buyer's rights in\nSection 8.11.\n\n          Without limiting the foregoing, Buyer shall assume the following\nrelated to the Assets being transferred at such Closing:\n\n                (i)  Buyer shall assume all Contracts assigned to Buyer\npursuant to Section 1.6, and permits and licenses assigned to Buyer pursuant\nto Section 1.7;\n\n                (ii)  Buyer shall assume all matters disclosed to Buyer in\nSchedules 6.3 through 6.6; and\n\n                (iii)  INTENTIONALLY OMITTED\n\n                (iv)  INTENTIONALLY OMITTED\n\n                (v)  Buyer shall assume all undertakings of, and liabilities\nand obligations assumed by, CFII, and all indemnity obligations of CFII, if\nany, to Crown Zellerbach Corporation and its successors and assigns relating\nto all environmental conditions arising from ownership, possession, use, or\nconduct of business and operations of the Indemnification Properties being\ntransferred at such Closing (as defined in Section 6.7(e) of this Agreement),\nwhich undertakings, liabilities, obligations, and indemnity obligations are\ncontemplated in that certain Transaction Agreement dated December 14, 1985, by\nand between James River Corporation of Virginia and Crown Zellerbach\nCorporation and are more specifically set forth in that certain Undertaking\ndated as of May 2, 1986, by CFII in favor of Crown Zellerbach Corporation (the\nTransaction Agreement and Undertaking are collectively referred to herein as\n\"Transaction Agreement\/Undertaking\").\n\n          At each Closing, the parties shall execute an Assignment,\nAcceptance, and Assumption Agreement in the form attached hereto as Schedule\n1.8 to evidence the foregoing matters to be assumed by Buyer, in addition to\nthe more specific instruments of assignment and assumption described in this\nAgreement.\n\n          (b)  Excluded Liabilities.  Notwithstanding anything to the\ncontrary in this Agreement, the following liabilities and obligations\n(\"Excluded Liabilities\") shall not be assigned to Buyer nor assumed by Buyer:\n\n                (i)  all liabilities and obligations related to the Excluded\nAssets;\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, except for\nassessments and real estate taxes which shall be prorated on the Proration\nDate as provided in this Agreement, and except for the deferred ad valorem\ntaxes because of classification of all or a portion of the Timberland\nProperties as farmland, grazing land, or timberland;\n\n                (iv)  all liabilities and obligations of 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 to\nemployees of Seller or Owner; \n\n                (vi)  except as provided in Section 2.1(f), any obligations\nfor borrowed funds; the term \"borrowed funds\" shall not be construed to\ninclude purchase money contracts and similar security interests for personal\nproperty; \n\n                (vii)  all bodily injury claims occurring on or in connection\nwith the Assets prior to Initial Closing and all product liability claims\narising from sale or operation of the Assets prior to Initial Closing; \n\n                (viii)  any matters retained by Seller or Owner pursuant to\nSection 8.2(c); \n\n                (ix)  all undertakings of, and liabilities and obligations\nassumed by, CFII, and all indemnity obligations of CFII, contemplated by or\nset forth in the Transaction Agreement\/Undertaking, except for the\nundertakings, assumed liabilities and obligations, and indemnity obligations\ndescribed in Section 1.8(a)(v) of this Agreement; and\n\n                (x)  liens and encumbrances to be satisfied by Owner as\nprovided in Section 3.6.\n\n    2.    Purchase Price.  \n\n          (a)  Subject to adjustment in accordance with the provisions of\nthis Agreement, the purchase price for the Assets (\"Purchase Price\") shall be\nThree Hundred Fifty Million Dollars ($350,000,000).  The Purchase Price shall\nbe payable as provided in Section 2.1.\n\n          (b)  The portion of the Purchase Price allocated to each Parcel is\nset forth on Schedule 1.1(a).\n\n    2.1  Payment of Purchase Price.\n          (a)  INTENTIONALLY OMITTED\n\n          (b)   Buyer shall pay to Seller the portion of the Purchase Price\nallocated to Parcel 1 in the amount of $99,401,430 (the \"Closing Date\nPayment\"), by wire transfer of immediately available funds to the escrow trust\naccount established by Chicago Title Insurance Company (herein \"Chicago Title\"\nor \"Escrow Agent\") at Chemical Bank, New York, New York (\"Owner's Bank\"),\nwhich transfer shall have been received by Owner's Bank no later than 7 a.m.\nPDT on the Initial Closing Date.  Upon confirmation to Buyer by the Escrow\nAgent that the deeds described in Section 3.4 have been recorded, the Escrow\nAgent shall deliver the Closing Date Payment to Seller or to Seller's order.\n\n          (c)   If Buyer is legally obligated to Close and if the Closing\nDate Payment is not received by Owner's Bank by 7 a.m. PDT on the Initial\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 Initial Closing Date to the date of payment.  For\npurposes of computing the amount payable, any amount received after 7 a.m.\nshall be deemed to have been received on the next day.  If the Closing Date\nPayment is not received by Owner's Bank on the Initial Closing Date by 7 a.m.\nPDT, and if Seller elects to accept a late payment, the Closing Date Payment\nshall be transferred to an account to be designated by Seller.\n\n          (d)  At each Subsequent Closing, Buyer shall pay to Seller the\nportion of the Purchase Price allocated to the Parcel or Parcels being\ntransferred by wire transfer of immediately available funds to the escrow\ntrust account established by Escrow Agent at a bank to be designated by Seller\n(\"Seller's Bank\"), which transfer shall have been received by Seller's Bank no\nlater than 9 a.m. PDT on the Subsequent Closing Date.  Upon confirmation to\nBuyer by the Escrow Agent that the deeds described in Section 3.4 have been\nrecorded, the Escrow Agent shall deliver the payment to Seller or to Seller's\norder.\n\n          (e)  If Buyer is legally obligated to Close and if the payment is\nnot received by Seller's Bank by 9 a.m. PDT on the Subsequent Closing Date,\nSeller may, at its option, either exercise the Seller's remedies described in\nSection 9 by reason of Buyer's default, or may accept late payment of the\nClosing Date Payment which shall, in such event, be accompanied by payment of\nan amount determined by computing simple interest on the amount of that\npayment at the rate of interest announced publicly by Chemical Bank in New\nYork, New York, from time to time as its \"Prime Rate\" (on the basis of a 360-\nday year) from the Subsequent Closing Date to the date of payment.  \n\n          (f)  Additional Costs.  The Purchase Price will include for each\nParcel, other than Parcel 1, an amount determined by Seller in its reasonable\njudgment to reimburse Seller for financing and other costs related to the\nacquisition and holding of each such Parcel until conveyance to Buyer,\nincluding escrow fees, title insurance premiums, excise taxes related to\nacquisition of such Parcel and management fees and operating costs advanced by\nSeller to the extent not recovered by Seller pursuant to the provisions of the\nManagement Agreement referred to in Section 3.9.  Such costs shall be added to\nand become a part of the Purchase Price allocated to each Parcel other than\nParcel 1.  At least three (3) business days prior to each Subsequent Closing\nDate, Seller will provide to Buyer a statement setting forth in reasonable\ndetail the calculation of the additional costs to be allocated to the Parcel\nbeing transferred.\n\n          (g)  If, at any Closing, the parties have not resolved the Purchase\nPrice reduction as contemplated in Section 8.6, or the Price Adjustment Items\nor Price Adjustment Notice as contemplated in Section 8.11, then the parties\nshall proceed to Close as scheduled and the amount to be paid to Seller at the\nInitial Closing shall be the Closing Date Payment and the amount to be paid at\nany Subsequent Closing Date shall be the full amount of the Purchase Price\nallocated to the Parcel or Parcels being transferred.  Seller shall reimburse\nBuyer for any overpayment in the Purchase Price within three (3) business days\nof resolution of the amount of the Purchase Price reduction.\n\n    3.  Closing.\n\n    3.1  Initial and Subsequent Closings.  \n\n          (a)  Date of Initial Closing.  The Initial Closing shall take place\nconcurrently with the closing under the Purchase Agreement at the offices of\nAter Wynne Hewitt Dodson &amp; Skerritt, 222 SW Columbia, Suite 1800, Portland,\nOregon, or at such other place as the parties may agree in writing, on May 15,\n1996, unless another time and date are mutually designated by Seller and\nOwner.  The foregoing date is the date on which Owner's deed(s) to Buyer\nconveying Parcel 1 are to be recorded immediately prior to the delivery of the\nClosing Date Payment to Seller and is referred to in this Agreement as the\n\"Initial Closing\" or \"Initial Closing Date.\"  Seller shall deliver possession\nof the Assets related to Parcel 1 to Buyer on the Initial Closing Date. \nSeller shall have no obligation to consummate the sale contemplated by this\nAgreement if for any reason the Closing under the Purchase Agreement does not\noccur.\n\n          (b)  Dates of Subsequent Closings.  Each Subsequent Closing shall\ntake place on a date designated by Buyer upon written notice to Seller at\nleast twenty (20) days prior to the Subsequent Closing Date.  Each such notice\nshall identify the Parcel or Parcels to be transferred on the designated\nSubsequent Closing Date.  Buyer shall have the right to designate the order in\nwhich Parcels will be purchased except that the Wilson River Tract cannot be\npurchased until all other Parcels have been purchased; and provided further\nthat the Wilson River Tract cannot be purchased prior to December 15, 1996. \nSubsequent Closings shall take place at the offices of Seller in Portland,\nOregon, or at such other place as may be agreed upon in writing.  The date so\ndesignated is the date on which Seller's deed(s) to Buyer covering the\nTimberland Properties included in the Parcel or Parcels being transferred are\nto be recorded immediately prior to the delivery to Seller of the portion of\nthe Purchase Price allocated to such Parcel or Parcels and is referred to in\nthis Agreement as a \"Subsequent Closing\" or \"Subsequent Closing Date.\"  Seller\nshall deliver possession of the Assets being transferred to Buyer on the\nSubsequent Closing Date.  Buyer's obligation to purchase Assets other than\nParcel 1 is contingent on its ability to secure client funding which Buyer\nagrees it will make diligent and sustained efforts to obtain.  Buyer will\npurchase additional portions of the Assets if client funding commitments\nbecome available; provided that Buyer's right to purchase additional portions\nof the Assets will expire eighteen (18) months from the Initial Closing Date.\n\n    3.2  Hart-Scott Rodino Act.  Buyer and Seller have prepared all necessary\ndocumentation and performed all other necessary actions to complete all\nnecessary filings under the Hart-Scott Rodino Antitrust Improvements Act of\n1976, as amended (the \"HSR Act\").  Each party agrees to respond to any request\nfor additional information within twenty (20) days of receipt of the request. \nIn the event the waiting period (which term includes the extension period)\nunder the HSR Act has not expired by the Initial Closing Date set forth in\nSection 3.1, the Initial Closing Date shall be delayed until five (5) business\ndays after expiration of the waiting period; provided that this Agreement is\nautomatically terminated if Owner terminates the Purchase Agreement pursuant\nto Section 3.2 thereof, and Buyer, in its sole discretion, may terminate this\nAgreement if the waiting period has not expired or been terminated within 180\ncalendar days of the date on which Buyer completes its initial filing.  It is\nunderstood that Buyer by filing under the HSR Act is not waiving its claim\nthat it is entitled to an exemption from filing.\n\n    3.3  Execution and Deposit of Documents Prior to Closing.  At least five\n(5) business days prior to each Closing Date, each of the parties, as\napplicable, shall execute and deposit with the Escrow Agent all of the\ndocuments listed in Section 3.4 below which are to be recorded or filed on the\nClosing Date.  Each of the parties, as applicable, shall execute and deliver\nto the other party all remaining documents listed in Subsection 3.4 below on\neach Closing Date.  At least five (5) days prior to the Initial Closing Date,\nBuyer shall deliver to the Escrow Agent a duly executed and acknowledged\nmemorandum of right of first offer with respect to all of the Timberland\nProperties.\n\n    3.4  Documents to be Delivered by Seller.  At or prior to each Closing,\nSeller shall deliver, or cause to be delivered, the following with respect to\nthe portion of the Assets being transferred at such Closing:\n\n          (a)  Documents of transfer, bills of sale, certificates of title\nand other instruments of transfer, dated the Closing Date, transferring to\nBuyer title to the Assets being transferred.  With respect to Parcel 1 of the\nTimberland described on Schedule 1.1(a) (including the buildings, improvements\nand other appurtenant interests described in Section 1.1(c) and (d)) title\nshall be transferred in the form of the deed(s) attached hereto as Schedule\n3.4(a) directly from Owner to Buyer; with respect to the Mineral Rights\ndescribed in Schedule 1.1(g) related to Parcel 1, transfer shall be\naccomplished through mineral quit claim deeds directly from Owner to Buyer and\nother instruments of transfer without warranty; with respect to all personal\nproperty, title shall be transferred by Bill of Sale in the form attached\nhereto as Schedule 3.4(a)(a); provided that Parcels other than Parcel 1 will\nbe transferred by Seller to Buyer rather than directly from Owner and provided\nfurther that Vagrant Mineral Rights will be transferred concurrently with the\ntransfer of the fifth Parcel to be transferred;\n\n          (b)  Documents evidencing the assignment and assumption of the\nContracts to Buyer (together with any third-party consents required for such\ntransfers) and the assignment and assumption of any permits and licenses\n(together with any third-party consents required for such transfers) not\ntransferred pursuant to Section 3.4(a), and the Assignment, Acceptance, and\nAssumption Agreement described in Section 1.8;\n\n          (c)  A copy of the resolutions of the board of directors of Seller\nauthorizing the execution, delivery and performance of this Agreement by\nSeller and a certificate of the secretary or assistant secretary of Seller,\ndated the Closing Date, that such resolutions were duly adopted and are in\nfull force and effect;\n\n          (d)  The affidavits of Seller required by Section 1445 (b)(2) of\nthe Code and by local taxing authorities, and any other documents required of\nSeller to transfer the Assets in accordance with this Agreement; \n\n          (e)  Copies of any satisfactions, releases or terminations of the\nliens and encumbrances referred to in Section 3.6 not previously delivered;\nand\n\n          (f)  Copies of documents delivered to Seller by Owner pursuant to\nSections 3.4(c) and (d) of the Purchase Agreement.\n\n    3.5  Documents to be Delivered by Buyer.  At or prior to each Closing\nDate, Buyer shall deliver the following:\n\n          (a)  Documents evidencing, with respect to the Assets being\ntransferred, the assignment and assumption of all Contracts and the assignment\nand assumption of all permits and licenses transferred by Seller to Buyer\npursuant to Section 3.4(a) and (b), and the Bill of Sale, and Assignment,\nAcceptance, and Assumption Agreement described in Section 1.8;\n\n          (b)  A copy of the resolutions of a duly empowered committee of\nBuyer authorizing the execution, delivery and performance of this Agreement by\nBuyer, together with a copy of a resolution of the board of directors of Buyer\nempowering such committee to take the action reflected in the committee\nresolutions and a certificate of its secretary or assistant secretary, dated\nthe Closing Date, that such committee and board resolutions were duly adopted\nand are in full force and effect;\n\n          (c)  The affidavits, if any, of Buyer required by local taxing\nauthorities, including the affidavits specified in Section 8.8(b), and any\nother documents required of Buyer to transfer the Assets in accordance with\nthis Agreement.\n\n    3.6  Satisfaction of Liens and Encumbrances.  At or prior to the Initial\nClosing Date, Owner has agreed to pay in full all liens and encumbrances for\nborrowed funds, income tax liens, and judgment liens on the Assets.  At or\nprior to the Initial Closing Date, Owner has agreed to pay all delinquent\nproperty taxes on the Assets.  Buyer shall assume sole responsibility, as of\neach Closing relative to the Parcel being acquired at such Closing, for any ad\nvalorem taxes which are deferred because of farm or grazing or forest use or\nclassification.\n\n    3.7  Transfer Taxes; Prorations.  Any recording fees, transfer taxes, or\nsales taxes payable as a result of the sale of the Assets included in Parcel\n1, shall be paid by Seller or Owner.  Any recording fees, transfer taxes, or\nsales taxes payable as a result of a Subsequent Closing shall be paid by Buyer\nat such Closing.  Any escrow fees related solely to the Initial Closing\nbetween Seller and Buyer shall be split equally between the parties.  At the\nInitial Closing Buyer shall reimburse Seller for other escrow fees payable by\nSeller pursuant to the Purchase Agreement, including fees in connection with\nthe Deposit under the Purchase Agreement, in the proportion that the Purchase\nPrice bears to One Billion Five Hundred Eighty Eight Million Dollars\n($1,588,000,000).  Real estate taxes, assessments for public improvements, and\nall other fees and assessments related to the Assets shall be prorated at each\nClosing as of the Proration Date.\n\n    3.8   Default Deeds.  At least five (5) business days prior to the\nInitial Closing Date, Buyer shall execute and deposit with Chicago Title, in\nescrow, quitclaim deeds (the \"Quitclaim Deeds\") quitclaiming and releasing\nunto Seller all of Buyer's right, title, and interest in and to Parcel 1 of\nthe Timberland Properties, including any and all after acquired title to the\nTimberland Properties.  If the closing under the Purchase Agreement occurs and\nthe Closing Date Payment is made to Owner's Bank by 9 a.m. PDT on the Initial\nClosing Date, Chicago Title shall return the Quitclaim Deeds to Buyer.  If the\nclosing under the Purchase Agreement occurs and Buyer fails to make the\nClosing Date Payment by 9 a.m. PDT on the Initial 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 to Seller which may\nproceed to record them in the applicable real estate records.\n\n    3.9   Other Agreements.  At the Initial Closing the parties will enter\ninto a Right of First Offer Agreement in the form of Schedule 3.9(a), a\nManagement Agreement in the form of Schedule 3.9(b), and a Timber Supply\nAgreement in the form of Schedule 3.9(c).\n\n    4.  Title Insurance.  Seller has delivered to Buyer evidence of title in\nthe form of draft title reports and title commitments (\"Title Reports\"), as\nappropriate, covering the Timberland Properties, copies of which are attached\nhereto as Schedule 4; Seller and Buyer acknowledge that the Title Reports may\nbe revised, corrected, and supplemented by Chicago Title between the date of\nthis Agreement and the Initial Closing Date, as contemplated in Section 5(c)\nand, as contemplated in the letters from Rosalee Merritt to Malcolm Newkirk,\ncopies of which are included in Schedule 4 as part of the Title Reports.  In\nthe event that Chicago Title is not prepared to issue at each Closing to\nBuyer, owner's policies of title insurance insuring title in Buyer in the\nportion of the Timberland Properties being conveyed in Buyer, subject only to\nthe exceptions set forth in the Title Reports, as those Title Reports may have\nbeen revised, corrected, and supplemented by Chicago Title as set forth above,\nbut with no reductions, in excess of five hundred (500) acres in the\naggregate, in the acreage vested in Owner, and subject to the printed\nexceptions contained in such Title Reports, then Buyer shall have the rights\nset forth in Section 8.11 with respect to the additional reductions in acreage\nand additional material encumbrances to be added as exceptions to title.  If\nChicago Title is not prepared to issue such owner's policies on any Closing\nDate for reasons other than additional reductions in acreage or additional\nexceptions to title, either Buyer or Seller may delay Closing until Chicago\nTitle or another title insurance company is prepared to issue such owner's\npolicies.  Except as hereinafter provided, at each Closing Buyer shall\npurchase, at its own expense, such owner's policies unless otherwise agreed to\nby the parties.  Buyer may at its option purchase at Initial Closing an\nowner's policy of title insurance covering the Timberland Properties included\nin Parcel 1 and a purchaser's policy of title insurance covering the remainder\nof the Timberland Properties.  In the event that Buyer purchases a purchaser's\npolicy of title insurance, it will not be a condition of any Subsequent\nClosing that Chicago Title is prepared to issue its owner's policy of title\ninsurance.\n\n    5.    Conduct Pending Closing. \n\n          (a)  Between the date hereof and the Initial Closing Date, Owner\nhas agreed to continue to operate the Timberland Properties in the ordinary\ncourse and in a manner reasonably consistent with its present operating plan\nwhich establishes a maximum volume of harvest or stumpage sales for harvest\n(\"Maximum Volume\") through the Initial Closing Date (\"Operating Plan\"), a copy\nof which is attached hereto as Schedule 5(a); provided, that Owner has agreed\nthat it will not enter into log export contracts that provide for delivery of\nlogs after Initial 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).  Owner\nhas agreed that it shall continue its various silvicultural practices\nconsistent with its past practices, from the date hereof until the Initial\nClosing Date.  \n\n          (b)  The Purchase Price shall be increased or decreased by the\ndifference between the actual harvest (including stumpage sales for harvest)\nand the Maximum Volume pursuant to the formula (\"Harvesting Formula\") attached\nhereto as Schedule 5(b), as of the date the Initial Closing actually occurs,\nbut such difference between actual harvest and the Maximum Volume shall not be\nconsidered a breach by Seller of this Agreement.  Adjustments, if any, to the\nPurchase Price in this Subsection (b) shall be made within fifteen (15) days\nof the date the Closing actually occurs, and each party agrees to pay to the\nother the adjusted amount, as applicable, without interest within said fifteen\n(15) days.  \n\n          (c)  Owner has agreed that it will not take any action, (i) the\nresult of which will be to create a Material Adverse Effect on the value of\nthe assets covered by the Purchase Agreement, or (ii) which is both not\nreasonably consistent with its Operating Plan and not in the ordinary course\nof business, except as otherwise set forth in this Section 5.  Owner may, but\nis not obligated, to continue, in the ordinary course of business, to grant\nand obtain easements, rights of way and other similar rights to the Timberland\nProperties, to grant options to or lease additional Mineral Rights, and to\npurchase or sell or exchange additional real properties or interests therein \nconsistent with its present plan (\"Real Estate Plan\"), a copy of the relevant\nportions of which is attached hereto as Schedule 5(c).  In the event Owner\nsells any portion of the Timberland Properties or interests therein or grants\noptions to or leases additional Mineral Rights, other than those identified in\nthe Real Estate Plan, the Purchase Price shall be reduced by an amount equal\nto the proceeds of any such sales, options, or leases, but Seller will not be\ndeemed in breach of this Agreement.  Seller shall promptly notify Buyer of any\nnotice received from Owner related to the granting or obtaining of any\neasement, right of way or other similar right, any additional option to or\nlease of Mineral Rights, and any such purchase, sale or exchange; and if the\ntransaction 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 that, if the\nInitial Closing Date is extended beyond May 15, 1996, Owner shall be deemed to\nbe operating the Timberland Properties in the ordinary course of business from\nMay 16, 1996, to the date the Closing actually occurs, with respect to the\nactivities described below if Owner:  \n\n                (i) INTENTIONALLY OMITTED\n\n                (ii) continues its harvest of timber at a level that is\nbetween fifty percent (50%) and one hundred percent (100%) of the level in the\nOperating Plan; and \n\n                (iii) continues road maintenance and road construction as\nnecessary to prevent substantial deterioration from the condition of the roads\nas of May 15, 1996, and as necessary to meet the needs of Owner's harvest\nactivities; and\n\n                (iv) continues silvicultural and reforestation activities in\nOregon as required by the Oregon Forest Practices Act.\n\n          (e)  From the Initial Closing Date through the date of conveyance\nof each Parcel or the expiration of eighteen (18) months from the Initial\nClosing Date, whichever occurs first, the Timberland Properties which have not\nbeen conveyed to Buyer will be managed in accordance with the Management\nAgreement attached as Schedule 3.9(b).\n\n          (f)  Any Purchase Price adjustment pursuant to Subsection (b) or\n(c) shall be allocated among the Parcels on an equitable basis.  If Owner's\noperations as described in the Section 5 have a disproportionate impact on the\nvalue of the various Parcels, there will be an equitable adjustment in the\nallocation of the Purchase Price among the Parcels.  If the parties are unable\nto agree on any equitable adjustment pursuant to this Section 5, the equitable\nadjustment shall be determined by arbitration pursuant to Section 9.2.\n\n          (g)  During the period following the Initial Closing in which Buyer\nhas the right to purchase any Parcel or Parcels, Seller will not take any\naction which would have a materially adverse impact on the value of any Parcel\nexcept as contemplated in the Management Agreement (Schedule 3.9(b)).  During\nsuch period Buyer shall have a right of access to any Parcels not yet\npurchased by it; provided that Buyer shall indemnify, defend, and hold\nharmless Seller from and against any and all loss, cost, or damage arising out\nof the exercise of such right of access.\n\n    6.  Representations of Seller.  Seller represents to Buyer 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 and which relate to the Timberland Properties are listed\non Schedule 6.3 or Schedule 4.  Except as disclosed in Schedule 6.3 or\nSchedule 4, the Material Contracts have not been further modified or amended;\nand to the best of Owner's knowledge, neither Owner nor any party thereto is\nin default of any material term in the Material Contracts and true and\ncomplete copies, including applicable amendments, of the Material Contracts\nhave been made available to Buyer for review prior to execution of this\nAgreement.  A Material Contract shall mean a Contract which involves payments,\nperformance of services or delivery of goods by or to Owner after the Initial\nClosing Date in an amount or value of two hundred fifty thousand dollars\n($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\nreceived no written notice from a governmental authority of a material\nviolation of law relating to the Timberland Properties which has not or will\nnot have been resolved prior to the Initial Closing.\n\n      6.5  Personal Property.  Owner has, or will have on the Initial Closing\nDate, good and marketable title (which includes leasehold title if applicable)\nto the personal property to be transferred to Buyer pursuant to Section 1.4,\nsubject to equipment leases, purchase money contracts, and similar security\ninterests 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.  \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, and Mineral Rights will be transferred, without any\nwarranty of title, either express or implied, except warranties (if any)\ncontained in the deed(s) conveying the real property included in the Assets,\nand without any express or implied warranty or representation as to the\nmerchantability of any of the real property included in the Assets, acreage,\nlegal access, operations or encroachments or any other condition affecting the\nAssets. \n\n            (c)  Condition of Property.  Except as otherwise expressly set\nforth in this Agreement, Buyer agrees to purchase the Timberland Properties,\nMineral Rights, personal property, mobile equipment, machinery and equipment\nand all other Assets \"as is\", \"where is\" and with all faults.  The Buyer\ncertifies by execution hereof that it has had an opportunity to inspect the\nTimberland Properties, and Mineral Rights and other Assets (including the\nsurface and subsurface of any real property) prior to executing this\nAgreement; that Buyer either has inspected or waived its right to inspect the\nTimberland Properties, and Mineral Rights and other Assets for all purposes\nand satisfied itself as to its physical condition, both surface and\nsubsurface, including but not limited to conditions specifically related to\nthe presence, release or disposal of hazardous substances, but without\nlimiting Buyer's rights under Section 8.11; that it has not relied upon any\ninformation delivered by Owner, Seller or their respective agents concerning\nthe Timberland Properties, and Mineral Rights and other Assets; and that it is\nrelying upon its own examination of the Timberland Properties, and Mineral\nRights and all other Assets in entering into and in consummating this\nAgreement.  Buyer further acknowledges and agrees that, except as otherwise\nexpressly set forth in this Agreement, neither Owner nor Seller nor any of\ntheir respective agents have made any representations, warranties or covenants\nwhatsoever with respect to the quantity or quality of the timber, the acreage,\ntax status, legal access, encroachment or physical condition of the Timberland\nProperties, and Mineral Rights, nor, except as expressly set forth in this\nAgreement, 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, conformity to models or\nsamples of materials or merchantability of any of the Assets, their fitness\nfor any purpose, and without any other express, implied, statutory or other\nwarranty or representation whatsoever.  In addition, except as otherwise\nexpressly set forth in this Agreement, Seller makes no warranty or\nrepresentation, express, implied, statutory or otherwise, as to the accuracy\nor completeness of any data, reports, records, projections information or\nmaterials now, heretofore or hereafter furnished or made available to the\nBuyer in connection with this Agreement including, without limitation, any\ndescription of the Assets, pricing assumptions, or the environmental condition\nof the Assets or the portions affected by the Endangered Species Act or any\nother materials furnished or made available to Buyer by Seller or its agents\nor representatives; 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            (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 or other\nAssets acquired by Buyer, 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 or other Assets acquired by Buyer 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 or other Assets acquired by Buyer; 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,\nor discharged \"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, and (iii) any other real property\nconstituting a part of other Assets (collectively, but limited to Timberland,\nMineral Rights, and other Assets acquired by Buyer, the \"Indemnification\nProperties\").  This indemnity specifically includes the obligation of Buyer to\nremove, remediate, reimburse or take other actions required by law concerning\nany hazardous substances or materials, wastes, toxics, pollutants, solid\nwastes, or contaminants in, on or under the Indemnification Properties. \nNothing herein shall limit Buyer's right, in good faith, to contest any\naction, request or requirement of any governmental agency provided that such\naction is taken at Buyer's sole cost, risk and expense.  The provisions of\nthis Section 6.7(e) shall not include, or create any obligation of Buyer with\nrespect to any contractual obligation of \"Owners\" or Owner's predecessors\nexcept as provided in Section 1.8(a)(v) or as disclosed on any Schedule\nattached to this Agreement, are solely for the benefit of Seller and \"Owners\"\nand shall not be construed to be for the benefit of any third party or to\nconstitute a waiver or release of rights against any third party.  Seller\nhereby assigns to Buyer all rights and claims which Seller may now or\nhereafter have against third parties relating to any matter for which Buyer\nindemnifies Seller or \"Owners.\"  The provisions of this Section 6.7(e) and\nSection 1.8(a)(v) are intended to exclusively set forth Buyer's obligations\nunder this Agreement with respect to assumption, waiver, release, discharge,\nand indemnification of environmental matters, and the provisions of Section\n10.1(b) and Section 1.8(a) (other than Section 1.8(a)(v)) shall not apply to\nsuch obligations of Buyer.\n\n      7.  Representations of Buyer.  Buyer represents to Seller as follows:\n\n      7.1  Buyer's Organization.  John Hancock is a corporation organized,\nexisting and in good standing under the laws of Massachusetts and has the full\ncorporate power and authority to enter into and to perform this Agreement. \nBuyer is qualified to do business and is in good standing in the state of\nOregon.\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 bylaws of Buyer; or (b) constitute a violation of any law,\nregulation, order, writ, judgment, injunction or decree applicable to Buyer. \nExcept as may be 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      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, and other Assets for due\ndiligence investigation purposes and to facilitate an orderly transition in\nthe management of those Assets in anticipation of Closing.  \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\neach Closing Date, or (ii) impair the party's or Owner's ability to perform\nits obligations 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 Initial Closing Date.  Any such updated Schedule shall\nbe for informational purposes only and shall not affect the rights and\nobligations of the 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, and other Assets delivered to it by Seller for a period of six (6)\nyears from the Initial 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, (i) shall preserve\nand keep the records relating to the Timberland Properties, Mineral Rights,\nand other Assets which were not transferred to Buyer pursuant to Section\n1.4(a), and (ii) shall give Buyer reasonable access to such records and to\npersonnel during regular business hours if needed for any bona fide purpose,\nprovided such access shall be at Buyer's cost and expense, including\nreimbursement of Seller's or Owner's extraordinary costs, if any, of providing\nsuch 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            (d)  Promptly following the expiration of eighteen (18) months\nfrom the date of Initial Closing, Buyer shall return to Seller all records\nrelated to Parcels not acquired by Buyer pursuant to this Agreement.\n\n      8.6  Casualty or Condemnation. \n\n            (a)  In the event any uninsured loss or damage occurs to the\nassets being acquired by Seller from Owner, including the Assets, after the\ndate of the Purchase Agreement, but before Initial Closing, which has an\nadverse financial impact in excess of fifteen million dollars ($15,000,000) on\nthe value of such assets, Buyer shall be entitled to a reduction of the\nPurchase Price.  Buyer's share of any Purchase Price reduction as a result of\nan uninsured loss shall be determined pursuant to Section 8.12.  If the amount\nof the Purchase Price reduction has not been determined by the date set for\nClosing, the parties shall proceed to Close as scheduled and Subsection 2.1(d)\nshall apply.  In the event any insured loss, destruction, casualty or damage\noccurs to the Assets after the date of this Agreement, but before Closing, or\nin the event condemnation action is instituted on the Assets after the date of\nthis Agreement, but before Closing, then Seller shall assign to Buyer at\nClosing with respect to the affected Parcel or Parcels all proceeds from such\npolicies or condemnation action, and there shall be no adjustment in the\nPurchase Price.  \n\n            (b)  In the event any uninsured loss or damage occurs to portions\nof the Assets after the date of Initial Closing but before the Subsequent\nClosing with respect to such portion of the Assets, Buyer shall be entitled to\na reduction in the Purchase Price equal to the reduction in the value of such\nAssets as a result of the uninsured loss or damage; provided that if the\nreduction in value with respect to any Parcel exceeds 20 percent of the\nportion of the Purchase Price allocated to such Parcel, Seller may withdraw\nsuch Parcel from the Timberland Properties and this Agreement shall terminate\nas to such Parcel or Buyer may terminate this Agreement as to such Parcel.  If\nthe parties are unable to agree on the amount of the reduction, it shall be\ndetermined by arbitration pursuant to Section 9.2 of this Agreement.\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 prior to the Initial Closing,\nthe foregoing covenant shall survive the termination; if this Agreement is not\nso terminated, then the foregoing covenant shall be deemed terminated at\nInitial Closing.\n\n      8.8  Allocation and Tax Matters.\n\n            (a)  The Purchase Price shall be allocated among the Assets in\naccordance with Schedule 8.8 attached hereto.  Seller and Buyer agree to\ncomplete IRS form 8594 consistently with the foregoing allocation and to\nfurnish each other with a copy of such form prepared in draft form within\nforty five (45) days prior to the filing due date for such form.  Within\nfifty-five (55) days after the Closing, Buyer shall submit to Seller a\nproposed detailed allocation schedule which is in all respects consistent with\nSchedule 8.8.  Thereafter, Buyer and Seller shall use their respective best\nefforts to promptly agree to a final detailed schedule.  Neither Seller nor\nBuyer shall file any tax return or take a position with any taxing authority\nthat is inconsistent with the foregoing allocation.\n\n            (b)  For purposes of computing the transfer tax in Washington\nCounty, Oregon, the parties agree to use the market value assessment as\nreflected on the county property tax rolls at the time of Closing.  Buyer\nagrees to indemnify, defend, and hold harmless Seller from any investigation,\nclaim, liability, fine, or penalty arising from the foregoing method of\ncomputation.\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            (e)  By Buyer upon written notice to Seller at any time prior to\nfifteen (15) business days in advance of the Initial Closing if Buyer is not\nsatisfied with environmental conditions on the Timberland Properties or if\nBuyer determines in its reasonable judgment that there is a material\ndiscrepancy between Owner's records of timber volume on the Timberland\nProperties and the actual volume of timber on the Timberland Properties;\nprovided that a notice of termination shall be accompanied by deeds in the\nform of the Quit Claim Deeds described in Section 3.8 of this Agreement.\n\n      This Agreement shall automatically terminate upon the expiration of\neighteen (18) months following the Initial Closing Date as to any Parcels that\nhave not then been transferred to Buyer by that date.\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, and\nother Assets for purposes of conducting due diligence investigations and\npreparing for transition of ownership, all in accordance with the terms and\nconditions of the Access Agreement previously executed by Buyer, a copy of\nwhich is attached hereto as Schedule 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 Initial Closing Date (the \"Due Diligence Period\").  In the event\nthat Buyer makes a reasonable and objective determination that there are Price\nAdjustment Items as defined in Section 8.11(d), Buyer will have the right, but\nonly during the Due Diligence Period, to notify Seller in writing, with\nreasonable detail, of said Price Adjustment Items; provided, that no such\nwritten notice given to Seller 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.  Subject to the provisions of the Purchase Agreement, Seller\nshall deliver the Price Adjustment Notice to Owner as one of Seller's Price\nAdjustment Notices.  Buyer hereby appoints Seller as its agent to pursue a\nprice reduction as specified in the Price Adjustment Notice.  Subject to the\nprovisions of the Purchase Agreement, Seller agrees to use reasonable\ndiligence in pursuing a price reduction with respect to the matters referred\nto 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 Initial\nClosing, to deliver to Seller a notice (the \"Post Closing Adjustment Notice\"). \nThe Post Closing Adjustment Notice shall be accompanied by a schedule setting\nforth in reasonable detail Buyer's computation of the dollar amount of the\nPrice Adjustment 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 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 Owner 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 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).\n\n                  (iv)  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.  \n\n      No Purchase Price reduction will be allowed to Buyer under this\nAgreement unless a purchase price reduction is allowed to Seller under the\nPurchase Agreement.  If a purchase price reduction is allowed to Seller under\nthe Purchase Agreement, except as expressly provided in Section 8.11(d), Buyer\nwill be entitled to a fraction of such reduction, the numerator of which shall\nbe Buyer's total allowed Purchase Price adjustment claims and the denominator\nof which shall be the total purchase price adjustment claims submitted by\nSeller to Owner pursuant to the Purchase Agreement and allowed.  Buyer shall\nbe bound by any proceeding or agreement between Owner and Seller determining\nthe amount of any Purchase Price adjustment.  Buyer's share of any allowed\nPurchase Price adjustment shall be allocated among the Parcels on the basis of\na fraction, the numerator of which shall be Buyer's allowed Purchase Price\nadjustment claims for the Parcel in question and the denominator of which\nshall be Buyer's total allowed Purchase Price adjustment claims.\n\n      8.13  Enforcement of Seller's Rights.  Seller agrees to use commercially\nreasonable efforts as determined by Seller in its reasonable judgment to\nenforce the obligations of Owner under Sections 3.6, 5(a), 5(c), 8.1, 11.3(b),\nand 11.3(c) of the Purchase Agreement.  Buyer shall reimburse Seller for\nSeller's expenses related to such enforcement in accordance with the formula\nfor sharing of arbitration costs under the Purchase Agreement set forth in\nSection 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      8.15  Easements.  To the extent reasonably required by Seller, Seller\nshall have the right to reserve right-of-way easements across any Parcel to\nprovide access rights sufficient for timber harvest activity in accordance\nwith then current industry practices for Northwestern, Oregon, for portions of\nthe Timberland Properties retained by Seller.  As reasonably required by\nBuyer, Seller will grant to buyer right-of-way easements across portions of\nthe Timberland Properties retained by Seller to provide practical access\nrights sufficient for timber harvest activity on Parcels being acquired by\nBuyer in accordance with then current industry practices for Northwestern,\nOregon.\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).  If\nspecific performance is ordered, the Initial Closing shall occur on the date\nof the closing between Owner and Seller.\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 Initial Closing, to the extent the basis of such claims\narose prior to Initial Closing; provided, that this Subsection (iii) shall\nonly apply to a claim which will result in loss to Buyer in excess of\n$100,000; and provided further, that the indemnity in this Subsection (iii)\nshall not apply at all to matters disclosed on Schedule 6.4 or to matters\ncovered by Section 8.11 or to matters for which Buyer is indemnifying Seller\nas 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 Initial Closing without penalty, liability,\nor premium, 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 and related to one or more Parcels conveyed to\nBuyer by Seller (\"Damages\") resulting from, based upon, or arising out of:\n\n                  (i)  any breaches, occurring before, at or after Initial\nClosing, of Contracts, 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 Initial Closing, excluding only those\nmatters covered 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 \"Owner\" 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\nSections 10.1(a), Buyer shall promptly inform Seller in writing of each such\nmatter, 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.  Buyer shall not be entitled to\nreceive any amount with respect to indemnification claims related to Parcels\nuntil the latest to occur of the Subsequent Closing Date for the Parcel or\nfive (5) days following the date of recovery of the amount of the\nindemnification claim.\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.   INTENTIONALLY OMITTED\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 and\nExhibits) contains, and is intended as, a complete statement of all of the\nterms of the arrangements between the parties with respect to the matters\nprovided for, supersedes any previous agreements and understandings between\nthe parties with respect to those matters, and cannot be changed or terminated\norally.\n\n      12.3  Governing Law.  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.\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            John Hancock Mutual Life Insurance Company\n            John Hancock Place\n            200 Clarendon Street\n            Post Office Box 111\n            Boston, Massachusetts  02117\n            Attention:  Daniel P. Christensen\n\n            With a copy to:\n\n            Robert Golden, Counsel\n            John Hancock Plaza\n            200 Clarendon Street\n            Post Office Box 111\n            Boston, Massachusetts  02117\n\n            And with a copy to:\n\n            Stanley G. Renecker or John Gilleland\n            The Campbell Group\n            One S.W. Columbia\n            Suite 1720\n            Portland, Oregon  97258\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 Initial Closing.  Seller agrees that, at any time and from time to time\nafter the Initial Closing, it will execute and deliver to Buyer such further\nassignments or other written assurances as Buyer may reasonably request to\nperfect and protect Buyer's title to the Assets.\n\n      12.8  Survival.  The terms, covenants, agreements, representations 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.  Except as expressly provided herein, no\nassignment of this Agreement or of any rights or obligation hereunder may be\nmade by either party (by operation of law or otherwise) without the prior\nwritten consent of the other and any attempted assignment without the required\nconsent shall be void.  Seller shall have the right to assign its rights\nhereunder to a wholly owned subsidiary.  Such an assignment shall not\nexonerate Seller from any liability to Buyer under this Agreement, and such\npermitted assignee shall assume all obligations of Seller to Buyer under this\nAgreement.  John Hancock shall have the right to assign portions of its\ninterest to one or more entities or affiliates controlled by John Hancock (an\n\"Assignee\").  No such assignment shall relieve John Hancock from liability for\nperformance of John Hancock's obligations under this Agreement.  In the event\nof any such assignment, John Hancock hereby expressly waives any notice given\nto an Assignee in accordance with the provisions of this Agreement of any\ndefault under this Agreement.  John Hancock hereby agrees that neither the\nwaiver by Seller of any rights against an Assignee, arising out of any default\nby an Assignee or otherwise, nor any modification or amendment of this\nAgreement shall in any way modify or release the obligations of John Hancock\nunder this Agreement.  Upon any default by an Assignee, John Hancock agrees to\npay to Seller the entire amount of any damages suffered by Seller as a result\nof such default without any obligation on the part of Seller to endeavor to\ncollect such indebtedness from or to proceed against an Assignee. \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;\nJ. A. Parsons, Executive Vice President and Chief Financial Officer; and Duane\nC. McDougall, Vice President-Building Materials Group; all of whom are\nexecutive officers of Seller, and (iii) \"to the best of Buyer's knowledge\"\nshall mean actual knowledge possessed by any executive officer 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 Notice of Reforestation Requirements.  In accordance with ORS\n527.665, Schedule 12.16 is notice to Buyer of Seller's reforestation\nrequirements pursuant to the Oregon Forest Practices Act. \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      12.19 Seeds and Seedings.  Included in the Purchase Price are seeds and\nseedlings at the Polk County Seed Farm designated for use on the Timberland\nProperties provided that Buyer will pay all transportation costs and any cost\nof caring for the seeds and seedlings after May 15, 1996.  Seller agrees to\nsell to Buyer additional seed and seedlings from the Polk County Seed Farm for\nuse on the Timberland Properties for a reasonable period of time.\n\n      12.20 Disclaimer Required by Oregon Statute.  THE PROPERTY DESCRIBED IN\nTHIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING\nSTRUCTURES.  THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS, WHICH,\nIN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A\nRESIDENCE.  BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING\nFEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY\nPLANNING DEPARTMENT TO VERIFY APPROVED USES AND EXISTENCE OF FIRE PROTECTION\nFOR STRUCTURES.\n\n\nSELLER:                       WILLAMETTE INDUSTRIES, INC., an Oregon\n                              corporation\n\n\n                              By:\/s\/Steven R. Rogel\n                                    Steven R. Rogel\n                                    President and Chief Executive Officer\n\n\nBUYER:                        JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY, a\n                              Massachusetts corporation\n\n\n                              By: \/s\/ Paul A. Meissner, Jr.\n                              Name:   Paul A. Meissner, Jr.\n                              Title:  Assistant Treasurer\n\n                                SCHEDULE INDEX\n                                    HANCOCK\n\nSchedule 1.1(a)               description of parcels of real property\n                              (Timberland)\n\nSchedule 1.1(c)               buildings, improvements, roads, bridges,\n                              permits, and easements on or appurtenant to real\n                              property\n\nSchedule 1.1(d)               related facilities\n\nSchedule 1.1(e)               other rights related to real property\n\nSchedule 1.1(g)               description of Mineral Rights\n\nSchedule 1.4(b)               mobile equipment, machinery, equipment, tools,\n                              fixtures and furniture\n\nSchedule 1.4(d)               contracts (including service contracts, sales\n                              and purchase orders and commitments), leases,\n                              permits and licenses not related to real\n                              property\n\nSchedule 1.8                  form of Assignment, Acceptance, and Assumption\n                              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 3.9(a)               form of Right of First Offer Agreement\n\nSchedule 3.9(b)               form of Management Agreement\n\nSchedule 3.9(c)               form of Timber Supply Agreement\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, governmental\n                              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 12.16                reforestation requirements\n\n                                ADDENDUM NO. 1\n\n                                      TO\n\n                  ASSET SALE, PURCHASE AND TRANSFER AGREEMENT\n\n        Addendum No. 1 to Asset Sale, Purchase and Transfer Agreement (\"WI\nPurchase Agreement\") dated April 26, 1996, between Willamette Industries, Inc.\n(\"WI\") and John Hancock Mutual Life Insurance Co. (\"JH\").\n\n                                   RECITALS\n\n        A.   All capitalized terms not otherwise defined herein shall have\nthe meanings given such terms in the WI Purchase Agreement.\n\n        B.   The WI Purchase Agreement contemplates that, as a Designee of\nWI, JH will pay for at Initial Closing (set for May 15, 1996) and receive\ndirectly from Owner a deed for Parcel 1.\n\n        C.   Subsequent to April 26, 1996, the parties have determined that\nfee title to only a portion of Parcel 1 may be legally conveyed to JH at\nInitial Closing, the legal conveyance to JH of the balance of Parcel 1 (said\nbalance being hereinafter referred to as the \"Coates Partition Portions\")\nbeing dependant upon compliance with ORS Chapter 92 relative to real property\npartitions.\n\n        D.   As the time needed to comply with the relevant provisions of ORS\nChapter 92 will extend beyond Initial Closing, WI and JH have agreed, as\nherein set forth, that WI will acquire at Initial Closing from Owner and will\nhold, in the status of a contract vendor, fee title of record to the Coates\nPartition Portions (as described on Exhibit A attached hereto) until such time\nas JH and WI shall successfully complete any partitioning process needed to\nenable WI to deed the Coates Partition Portions to JH without violating ORS\nChapter 92.\n\n        E.   JH shall pay to WI at or before Initial Closing the full\npurchase price for Parcel 1 as specified in the WI Purchase Agreement, but JH\nshall remain obligated after Initial Closing to use every effort to promptly\ninitiate (with the cooperation of WI which will then own outright the other\nsegment of the property to be partitioned) and successfully conclude the\npartition process and to pay all the costs and expenses of such process as\nnecessitated by ORS Chapter 92 and the Columbia County, Oregon, rules and\nregulations adopted pursuant thereto as the sole condition precedent to JH's\nentitlement to a fulfillment deed(s) to the Coates Partition Portions, such a\ndeed(s) to be held in escrow in the interim by Chicago Title Insurance Company\npursuant to escrow instructions in the form attached hereto as Exhibit B.\n\n        NOW, THEREFORE, WI and JH agree as follows:\n\n        1.   Amendment to WI Purchase Agreement.  To the extent that the\nprovisions of this Addendum No. 1 conflict with the provisions of the WI\nPurchase Agreement, the provisions of this Addendum No. 1 shall control and\nshall be deemed to be an amendment thereto.\n\n        2.   Record Title to Partition Portions.  Parcel 1 consists of two\nsegments delineated by JH as the Mist Parcel (\"Mist\") and the Coates Parcel\n(\"Coates\").  A legal description of Mist is attached hereto as Exhibit C.  A\nportion of Coates may be legally conveyed to JH without violating ORS\nChapter 92.  Such portion is legally described on Exhibit D attached hereto. \nThe Coates Partition Portions are those portions of Coates that the parties\nagree require successful partition applications before fee title may be\nconveyed by WI to JH without a violation of ORS Chapter 92.  \n\n        3.   Partition Process.  JH, as contract vendee of the Coates\nPartition Portions, agrees, at its sole cost and expense, to prepare and to\nfile, as soon as feasible after Initial Closing, with the appropriate\nauthorities in Columbia County, Oregon, appropriate partition applications to\nconstitute the Coates Partition Portions as legal parcels and to diligently\npursue such applications until final decisions are rendered thereon by the\nappropriate body or bodies having jurisdiction thereover.\n\n        WI shall, as contract vendor and record owner of the Coates Partition\nPortions, consent to all such applications filed in accordance with this\nAddendum No. 1 and as the beneficial and record owner of the other segment of\nthe property to be partitioned, shall execute such applications as a joint\napplicant.  Should JH request the participation of any WI personnel at any\npartition hearings resulting therefrom or at any staff level meetings relative\nthereto, WI shall use its best efforts to meet such request(s); provided that\nJH shall bear all travel expenses involved, plus JH shall pay WI, measured on\nan hourly basis, a reasonable fee for the use of such personnel.  Should any\nsuch application be rejected, dismissed or modified, JH agrees to refile,\nappeal, modify or otherwise use its best efforts to cause fee title to all of\nthe Coates Partition Portions to be legally conveyed by WI to JH without a\nviolation of ORS Chapter 92 and of any applicable partitioning rules and\nregulations of Columbia County, Oregon.  WI agrees to reasonably cooperate\nwith JH in any such refiling, appeal or modification, including the execution\nas joint applicant or appellant of any documentation therein involved. \nProvided that all costs or expenses involved shall be for the account of JH. \nProvided further that at any time should the acquisition by JH of property\nadjacent to any of the Coates Partition Portions permit WI to legally convey\nany or all of such Partition Portions to JH without a violation of ORS\nChapter 92, WI shall so do, in which even JH shall have no further obligations\nhereunder with regard to any related partition application.\n\n        4.   Responsibility of WI.  After Initial Closing, WI shall bear no\nresponsibility whatsoever with regard to the Coates Partition Portions other\nthan the specific duties delineated in this Addendum No. 1.  It shall bear no\nrisk of loss with regard to the Coates Partition Portions, shall have no\nresponsibility regarding any operations on the Coates Partition Portions and\nshall have no possessory rights or obligations with regard to the Coates\nPartition Portions (except for any specific obligations set forth herein).\n\n        5.   Recording.  This Addendum No. 1 or a Memorandum thereof in the\nform attached as Exhibit E hereto shall be recorded, at the expense of JH, in\nthe Columbia County, Oregon, Records at Initial Closing.\n\n        6.   Title Insurance.  WI shall have no obligation to provide JH with\nany title insurance or title reports on the Coates Partition Portions at or\nafter Initial Closing, except that at Initial Closing, WI shall obtain a\nstandard owner's policy of title insurance from Chicago Title Insurance\nCompany covering the Coates Partition Portions in the sum of $48,122,099.  The\ncost of such policy shall be paid by JH, which will simultaneously buy a\npurchaser's standard title policy on the Coates Partition Portions.  WI shall\nuse all reasonable efforts to cause the reinsurers under such owner's title\npolicy to satisfy JH's requirements for such reinsurance both as to identity\nand amounts so reinsured.\n\n        7.   Wilson River Tract.  WI shall have the right upon written notice\nto JH delivered not later than June 30, 1996, to withdraw Parcel 6 from the\nTimberland Properties.\n\n        8.   Allocation of Purchase Price.  The revised allocation of the\nPurchase Price for each parcel is set forth on Exhibit F attached hereto.\n\n        9.   Order of Purchase.  JH shall have the right to designate the\norder in which parcels will be purchased except that JH shall not have the\nright to designate the Wilson River Tract as the last Parcel to be purchased\nand provided further that the Wilson River Tract cannot be purchased prior to\nJune 30, 1996.\n\n        10.  Willamette Columbia.  At Initial Closing, WI shall cause its\nwholly-owned subsidiary, Willamette Columbia Timber Company, an Oregon\ncorporation (\"WC\"), to become the record owner of the Coates Partition\nPortions.  Consequent, WI hereby agrees that, as of Initial Closing, WC will\nassume all of WI's obligations under this Addendum No. 1 relative to the\nCoates Partition Portions.\n\n        IN WITNESS WHEREOF, this Addendum No. 1 has been executed by the\nparties as of this 13th day of May, 1996.\n\nWILLAMETTE INDUSTRIES, INC.\n\nBy: \/s\/ Steven R. Rogel\nName:   Steven R. Rogel\nTitle:  President and CEO\n\nJOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY\n\nBy: \/s\/ Paul A. Meissner, Jr.\nName:   Paul A. Meissner, Jr.\nTitle:  Assistant Treasurer\n\n                         Exhibits to Addendum No. 1 to\n                  Asset Sale, Purchase and Transfer Agreement\n\nExhibit A         Coates Partition Portions\n\nExhibit B         Coates Partition Portions Escrow Instructions\n\nExhibit C         Mist Legal Description\n\nExhibit D         Portions of Coates Not Requiring Partitioning\n\nExhibit E         Coates Partition Portions Memorandum of Asset Sales\n                  Purchase and Transfer Agreement and Addendum No. 1 thereto.\n\nExhibit F         Revised Purchase Price Allocation\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7715,9336],"corporate_contracts_industries":[9445,9457],"corporate_contracts_types":[9623,9622],"class_list":["post-43324","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hancock-john-financial-services-inc","corporate_contracts_companies-willamette-industries-inc","corporate_contracts_industries-insurance__life","corporate_contracts_industries-manufacturing__paper","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43324","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=43324"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43324"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43324"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43324"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}