{"id":43325,"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-willamette4.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"asset-sale-purchase-and-transfer-agreement-willamette4","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/asset-sale-purchase-and-transfer-agreement-willamette4.html","title":{"rendered":"Asset Sale, Purchase and Transfer Agreement &#8211; Willamette Industries Inc. and Crown Pacific Limited Partnership"},"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 11th day of April, 1996, between Willamette Industries,\nInc., an Oregon corporation (\"Seller\") and Crown Pacific Limited Partnership,\na Delaware limited partnership (\"Buyer\").\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\nwithout Schedules.\n\nC.        Seller and Buyer desire to enter into this Agreement pursuant to\nwhich Seller agrees to sell and transfer and Buyer agrees to buy and accept\nfrom Seller certain timberland properties and related assets in the states of\nOregon and Washington.\n\nD.        Seller intends to sell certain other assets it acquires from Owner\nto other 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          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          Contracts - The term \"Contracts\" shall mean the contracts and\nleases which are described in Sections 1.1 and 1.4. \n          Closing - The term \"Closing\" or \"Closing Date\" shall have the\nmeaning ascribed to it in Section 3.1.\n\n          Closing Date Payment - The term \"Closing Date Payment\" shall have\nthe meaning ascribed to it in Section 2.1(b).\n\n          Excluded Assets - The term \"Excluded Assets\" shall mean the assets\nexcluded in Section 1.5.\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          Proration Date - The term \"Proration Date\" shall mean the specific\ndate set for Closing in Section 3.1, or any subsequent date set for Closing,\nprovided that the actual date of Closing occurs within five (5) business days\nafter said date set for Closing.\n\n          Timberland Properties - The term \"Timberland Properties\" shall mean\nthe real property and real property interests described in Section 1.1(a).\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          Code - The term \"Code\" shall mean the Internal Revenue Code of\n1986, as amended.\n\n          Agreement - The term \"Agreement\" shall mean this instrument and all\nSchedules and Exhibits attached hereto.\n\n    1.    Sale, Purchase and Transfer of Assets.\n    Subject to the terms and conditions of this Agreement, at the Closing\nreferred to herein, Seller agrees to sell, transfer and assign or cause to be\nsold, transferred and assigned, and Buyer agrees to purchase and accept on the\nterms stated herein, all of Seller's right, title and interest in and to the\nAssets, including, without limitation, the following: \n\n    1.1   Real Property (Timberland Properties).  \n\n          (a)  Timberland.  Those certain parcels of real property, owned by\nOwner situated in the states of Oregon and Washington and described on\nSchedule 1.1 (a), together with all timber of all species, standing, dead or\ndown, pulpwood, all felled and bucked logs, trees, shrubs and reproduction\nthereon as of the Closing Date, the (\"Timberland\" or \"Timberland Properties\"),\nexcepting therefrom changes therein prior to Closing pursuant to Section 5.\n\n          (b)  Log Inventory.  The log inventory situated in Port Angeles,\nWashington.\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\"). \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, easements, deeds,\nlicenses, survey and survey notes, information relating to oil, gas, and\nmineral activities, permits, approvals and authorizations of governmental\nagencies held by Owner in connection with the Timberland Properties, Mineral\nRights, and other Assets.  The records shall also include all files and\ndocuments relating to customers, suppliers and contractors directly related to\nthe Timberland Properties, Mineral Rights, and other Assets which, in the\nreasonable judgment and discretion of Seller, are segregated or segregable\nfrom all other business records, files, books and documents 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.\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 the Closing, all of the rights of\nSeller and Owner under the Contracts that are assignable without consent of\nany third party and Buyer shall assume, as of the Closing, all obligations of\nSeller and Owner thereunder which arise before, at or after Closing.\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 the\nClosing, Buyer shall assume, as of Closing, all obligations of Seller and\nOwner thereunder which arise before, at or after the Closing, as though no\nconsent was required. \n\n          (c)  If Waivers or Consents Cannot be Obtained.  To 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 the\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 and which can be assigned without having to obtain the consent of\nany third party with respect thereto.  Seller will cooperate with Buyer in\nobtaining any third party consents necessary to the assignment or transfer of\nany other permits or licenses used or held by Seller or Owner in connection\nwith the Assets which are so assignable or transferable; however, neither\nSeller nor Buyer shall be obligated to pay any consideration therefor except\nfor filing fees and other ordinary administrative charges which shall be paid\nby Buyer to the third party from whom such approval, consent or waiver is\nrequested.  Buyer shall assume, as of Closing, all obligations of Seller and\nOwner arising prior to, at or after Closing under those permits and licenses\nwhich can be transferred without having to obtain the consent of any third\nparty and those permits and licenses for which consent to transfer is obtained\nprior to Closing.  Subsequent to the Closing, to the extent permitted by law,\nupon ninety (90) days prior written notice, Owner has the right to cancel any\npermits or licenses or any bonds, guarantees or undertakings by Owner\napplicable to the Assets to the extent such are not so assigned or transferred\nto Seller pursuant to Section 1.7 of the Purchase Agreement to Buyer pursuant\nto this Section 1.7.\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 the Closing and without any\nfurther responsibility or liability of or recourse to Seller, or its\ndirectors, shareholders, officers, partners, employees, agents, consultants,\nrepresentatives, successors, transferees or assignees, absolutely and\nirrevocably assume and shall be liable and responsible for the claims,\nliabilities, and obligations of Seller arising pursuant to the Purchase\nAgreement and Owner with respect to the Timberland Properties, Mineral Rights,\nand other Assets, whether or not disclosed to Buyer, and whether or not\noccurring or arising prior to, at or after Closing, except as expressly set\nforth in Section 1.8(b) and except to the extent to which Seller indemnifies\nBuyer as expressly set forth in Section 10.1(a); and nothing in this Section\n1.8(a) shall diminish Buyer's rights in Section 8.11.\n\n          Without limiting the foregoing, Buyer shall assume the following:\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;\n\n                (iii)  Buyer shall assume the employee matters that are set\nforth in Section 11 as Buyer's responsibility; and\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 (as\ndefined in Section 6.7(e) of this Agreement), which undertakings, liabilities,\nobligations, and indemnity obligations are contemplated in that certain\nTransaction Agreement dated December 14, 1985, by and between James River\nCorporation of Virginia and Crown Zellerbach Corporation and are more\nspecifically set forth in that certain Undertaking dated as of May 2, 1986, by\nCFII in favor of Crown Zellerbach Corporation (the Transaction Agreement and\nUndertaking are collectively referred to herein as \"Transaction\nAgreement\/Undertaking\").\n\n          At Closing, the parties shall execute an Assignment, Acceptance,\nand Assumption Agreement in the form attached hereto as Schedule 1.8 to\nevidence the foregoing matters to be assumed by Buyer, in addition to the more\nspecific instruments of assignment and assumption described in this Agreement.\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, except for the obligations and liabilities to be\nassumed by Buyer pursuant to Section 11; \n\n                (vi)  any obligations for borrowed funds; the term \"borrowed\nfunds\" shall not be construed to include purchase money contracts and similar\nsecurity interests for personal property; \n\n                (vii)  all bodily injury claims occurring on or in connection\nwith the Assets prior to Closing and all product liability claims arising from\nsale or operation of the Assets prior to 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.  Subject to adjustment in accordance with the\nprovisions of this Agreement, the purchase price for the Assets (\"Purchase\nPrice\") shall be Two Hundred Five Million Dollars ($205,000,000).  The\nPurchase Price shall be payable as provided in Section 2.1.\n\n    2.1  Payment of Purchase Price.\n\n          (a)  INTENTIONALLY OMITTED.\n\n          (b)   Buyer shall pay to Seller the entire Purchase Price (the\n\"Closing Date Payment\"), by wire transfer of immediately available funds to\nthe escrow trust account established by Chicago Title Insurance Company\n(herein \"Chicago Title\" or \"Escrow Agent\") at Chemical Bank, New York, New\nYork (\"Owner's Bank\"), which transfer shall have been received by Owner's Bank\nno later than 8 a.m. PDT on the Closing Date.  Upon confirmation to Buyer by\nthe Escrow Agent that the deeds described in Section 3.4 have been recorded,\nthe Escrow Agent shall deliver the Closing Date Payment to Seller or to\nSeller'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 8 a.m. PDT on the Closing\nDate, Seller may, at its option, either exercise the Seller's remedies\ndescribed in Section 9 by reason of Buyer's default, or may accept late\npayment of the Closing Date Payment which shall, in such event, be accompanied\nby payment of an amount determined by computing simple interest on the amount\nof that payment at the rate of interest announced publicly by Chemical Bank in\nNew York, New York from time to time as its \"Prime Rate\" (on the basis of a\n360-day year) from the Closing Date to the date of payment.  If the Closing\nDate Payment is not received by Owner's Bank on the Closing Date by 8 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)  If, at the 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\nClosing shall be the Closing Date Payment.  Seller shall reimburse Buyer for\nany overpayment in the Purchase Price within three (3) business days of\nresolution of the amount of the Purchase Price reduction.\n\n    3.  Closing.\n\n    3.1  Date of Closing.  The Closing shall take place concurrently with the\nclosing under the Purchase Agreement at the offices of Ater Wynne Hewitt\nDodson &amp; Skerritt, 222 SW Columbia, Suite 1800, Portland, Oregon, or at such\nother place as the parties may agree in writing, on May 15, 1996, unless\nanother time and date are mutually designated by Seller and Owner.  The\nforegoing date is the date on which Owner's deed(s) to Buyer are to be\nrecorded immediately prior to the delivery of the Purchase Price to Seller and\nis referred to in this Agreement as the \"Closing\" or \"Closing Date\".  Seller\nshall deliver possession of the Assets to Buyer on the Closing Date.  Seller\nshall have no obligation to consummate the Closing if for any reason the\nclosing under the Purchase Agreement does not occur.\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 Closing Date set forth in Section\n3.1, the Closing Date shall be delayed until five (5) business days after\nexpiration of the waiting period; provided, that Seller, in its sole\ndiscretion, may terminate this Agreement (i) if the waiting period has not\nexpired or been terminated prior to the closing under the Purchase Agreement\nwithin 115 calendar days following the date on which Seller completes its\ninitial filing, or (ii) if Owner terminates the Purchase Agreement pursuant to\nSection 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.  \n\n    3.3  Execution and Deposit of Documents Prior to Closing.  At least five\n(5) business days prior to the Closing Date, each of the parties, as\napplicable, shall execute and deposit with the Escrow Agent all of the\ndocuments listed in Section 3.4 below which are to be recorded or filed on the\nClosing Date.  Each of the parties, as applicable, shall execute and deliver\nto the other party all remaining documents listed in Subsection 3.4 below on\nthe Closing Date.\n\n    3.4  Documents to be Delivered by Seller .  At or prior to the Closing,\nSeller shall deliver, or cause to be delivered, the following:\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.  With respect to the Timberland described on\nSchedule 1.1 (a) (including the buildings, improvements and other appurtenant\ninterests described in Section 1.1(c) and (d)) title shall be transferred in\nthe form of the deed(s) attached hereto as Schedule 3.4 (a) directly from\nOwner to Buyer; with respect to the Mineral Rights described in Schedule 1.1\n(g), transfer shall be accomplished through mineral quit claim deeds directly\nfrom Owner to Buyer and other instruments of transfer without warranty; with\nrespect to all personal property, title shall be transferred by Bill of Sale\nin the form attached hereto as Schedule 3.4 (a)(a);\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 satisfactions, releases or terminations of the liens\nand encumbrances referred to in Section 3.6; and\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 the Closing\nDate, Buyer shall deliver the following:\n\n          (a)  Documents evidencing the assignment and assumption of all\nContracts and the assignment and assumption of all permits and licenses\ntransferred by Seller to Buyer pursuant to Section 3.4(a) and (b), and the\nBill of Sale, and Assignment, Acceptance, and Assumption Agreement described\nin Section 1.8;\n\n          (b)  A copy of the resolutions of the management committee, board\nof directors, or other appropriate body of Buyer vested with the authority to\nmanage Buyer authorizing the execution, delivery and performance of this\nAgreement by Buyer, and a certificate of its secretary or assistant secretary,\ndated the Closing Date, that such resolutions were duly adopted and are in\nfull force and effect;\n\n          (c)  The affidavits, if any, of Buyer required by 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 Closing\nDate, Owner has agreed to pay in full all liens and encumbrances for borrowed\nfunds, income tax liens, and judgment liens on the Assets.  At or prior to the\nClosing Date, Owner has agreed to pay all delinquent property taxes on the\nAssets.  Buyer shall assume sole responsibility, as of 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 shall be paid by\nSeller or Owner.  Escrow fees pursuant to Section 3.8 shall be split equally\nbetween the parties.  Buyer shall reimburse Seller for other escrow fees\npayable by Seller pursuant to the Purchase Agreement, including fees in\nconnection with the Deposit under the Purchase Agreement, in the proportion\nthat the Purchase Price bears to One Billion Five Hundred Eighty Eight Million\nDollars ($1,588,000,000).  Real estate taxes, assessments for public\nimprovements, and all other fees and assessments related to the Assets shall\nbe prorated as of the Proration Date.\n\n    3.8   Default Deeds.  At least five (5) business days prior to the\nClosing Date, Buyer shall execute and deposit with Chicago Title, in escrow,\nquitclaim deeds (the \"Quitclaim Deeds\") quitclaiming and releasing unto Seller\nall of Buyer's right, title, and interest in and to the Timberland Properties,\nincluding any and all after acquired title to the Timberland Properties.  If\nthe closing under the Purchase Agreement occurs and the Closing Date Payment\nis made to Owner's Bank by 9 a.m. PDT on the Closing Date, Chicago Title shall\nreturn the Quitclaim Deeds to Buyer.  If the closing under the Purchase\nAgreement occurs and Buyer fails to make the Closing Date Payment by 9 a.m.\nPDT on the Closing Date, regardless of whether such failure is justified on\naccount of any alleged default by Seller, then Chicago Title shall release the\nQuitclaim Deeds to Seller which may proceed to record them in the applicable\nreal estate records.\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 Closing Date, as contemplated in Section 5(c) and, as\ncontemplated in the letters from Rosalee Merritt to Malcolm Newkirk, copies of\nwhich are included in Schedule 4 as part of the Title Reports.  In the event\nthat Chicago Title is not prepared to issue at Closing to Buyer, owner's\npolicies of title insurance insuring title in the Timberland Properties in\nBuyer, subject only to the exceptions set forth in the Title Reports, as those\nTitle Reports may have been revised, corrected, and supplemented by Chicago\nTitle as set forth above, but with no reductions, in excess of five hundred\n(500) acres in the aggregate, in the acreage vested in Owner, and subject to\nthe printed exceptions contained in such Title Reports, then Buyer shall have\nthe rights set forth in Section 8.11 with respect to the additional reductions\nin acreage and additional material encumbrances to be added as exceptions to\ntitle.  If Chicago Title is not prepared to issue such owner's policies on the\nClosing Date for reasons other than additional reductions in acreage or\nadditional exceptions to title, either Buyer or Seller may delay Closing until\nChicago Title or another title insurance company is prepared to issue such\nowner's policies.  At Closing Buyer shall purchase, at its own expense, such\nowner's policies unless otherwise agreed to by the parties.\n\n    5.    Conduct Pending Closing. \n\n          (a)  Between the date hereof and the Closing Date, Owner has agreed\nto continue to operate the Timberland Properties in the ordinary course and in\na manner reasonably consistent with its present operating plan which\nestablishes a maximum volume of harvest or stumpage sales for harvest\n(\"Maximum Volume\") through the Closing Date (\"Operating Plan\"), a copy of\nwhich 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 Closing in recognition of the fact that Seller will not export\nlogs, and this change of conduct by Owner may modify Owner's ordinary course\nand 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 Closing\nDate.  The log inventory referred to in Section 1.1(b) as of the close of\nbusiness on the day preceding the date the Closing actually occurs shall have\na value of at least $400,000; such determination of value to be made on a\nbasis consistent with Owner's prior practice.\n\n          (b)  The Purchase Price shall be increased or decreased by the\ndifference between the actual harvest (including stumpage sales for harvest)\nand the Maximum Volume pursuant to the formula (\"Harvesting Formula\") attached\nhereto as Schedule 5(b), as of the date the Closing actually occurs, but such\ndifference between actual harvest and the Maximum Volume shall not be\nconsidered a breach by Seller of this Agreement.  The Purchase Price shall\nalso be increased or decreased by the amount by which the value of the log\ninventory referred to in Section 1.1(b), on hand as of the close of business\non the day preceding the date the Closing actually occurs; if such value is\nmore than $400,000, the Purchase Price shall be increased by the difference\nand if such value is less than $400,000, the Purchase Price shall be decreased\nby the difference.  Any such shortfall or excess of inventories on hand shall\nnot be considered a breach by Seller of this Agreement.  Adjustments, if any,\nto the Purchase Price in this Subsection (b) shall be made within fifteen (15)\ndays of the date the Closing actually occurs, and each party agrees to pay to\nthe other the adjusted amount, as applicable, without interest within said\nfifteen (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\nClosing Date is extended beyond May 15, 1996, Owner shall be deemed to be\noperating 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) meets its obligations under the \"fiber supply agreements\"\ndescribed in Section 1.8(a)(iv); and \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 and Washington as required by the forest practices acts of said states.\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 at Closing and which relate to the Timberland Properties\nare listed on Schedule 6.3 or Schedule 4.  Except as disclosed in Schedule 6.3\nor Schedule 4, the Material Contracts have not been further modified or\namended; and to the best of Owner's knowledge, neither Owner nor any party\nthereto is in default of any material term in the Material Contracts and true\nand complete copies, including applicable amendments, of the Material\nContracts have been made available to Buyer for review prior to execution of\nthis Agreement.  A Material Contract shall mean a Contract which involves\npayments, performance of services or delivery of goods by or to Owner after\nthe Closing 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 Closing.\n\n      6.5  Personal Property.  Owner has, or will have on the Closing Date,\ngood and marketable title (which includes leasehold title if applicable) to\nthe personal property to be transferred to Buyer on the Closing Date pursuant\nto Section 1.4, subject to equipment leases, purchase money contracts, and\nsimilar security interests to be assumed by Buyer pursuant to Section 1.8.\n\n      6.6  Environmental Conditions.  Except as disclosed on Schedule 6.6, to\nthe best of Owner's knowledge there are no environmental conditions on the\nIndemnification Properties (as defined in Section 6.7(e)) that would cause\nBuyer to incur more than one hundred thousand dollars ($100,000) in loss or\ndamage for each such environmental condition.  \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, and hereby waives, releases, and discharges forever Owner, Hanson's\ngeneral partners, Affiliates of Owner, Owner's successors and assigns, and\ntheir respective shareholders, directors, officers, employees, and agents (in\nthis Section 6.7(e) collectively referred to as \"Owners\") and Seller from any\nand all present or future claims or demands, and any and all damages, loss,\ninjury, liability, claims or costs, including fines, penalties judgments,\nclaims for contribution, and cost recovery actions, arising from or in any way\nrelated to the condition, operation, or use of the Timberland Properties,\nMineral Rights or other Assets or the presence of any hazardous substances or\nmaterials, wastes, toxics, pollutants, solid wastes, or contaminants in, on or\nunder the Timberland Properties, Mineral Rights or other Assets; provided,\nhowever, that to the extent such waiver, release, or discharge will prejudice\nBuyer's rights to pursue third parties (not including Affiliates of Owner) who\nhave indemnified or insured Owner (or any of the three Owners) for some or all\nof the foregoing matters, Buyer shall not, and shall not be deemed to, have\nwaived, released, or discharged \"Owners\" for the sole purpose of pursuing such\nthird parties.  Except as otherwise expressly set forth in this Agreement,\nBuyer hereby indemnifies, holds harmless, and agrees to defend Seller and\n\"Owners\" from and against any and all present or future claims or demands, and\nany and all damages, losses, liabilities, injuries, fines, penalties,\njudgments, claims for contribution, and cost recovery actions, and consultant\nfees, expert witness fees, costs and expenses (including attorney's fees\nincurred by Seller or Owners in the case of matters involving third parties)\narising from or in any way related to the presence of any hazardous substances\nor materials, wastes, toxics, pollutants, solid wastes, or contaminants in, on\nor under the (i) Timberland, (ii) Mineral Rights, and (iii) any other real\nproperty constituting a part of other Assets (collectively, the\nIndemnification Properties\").  This indemnity specifically includes the\nobligation of Buyer to remove, remediate, reimburse or take other actions\nrequired by law concerning any hazardous substances or materials, wastes,\ntoxics, pollutants, solid wastes, or contaminants in, on or under the\nIndemnification Properties.  Nothing herein shall limit Buyer's right, in good\nfaith, to contest any action, request or requirement of any governmental\nagency provided that such action is taken at Buyer's sole cost, risk and\nexpense.  The provisions of this Section 6.7(e) shall not include, or create\nany obligation of Buyer with respect to any contractual obligation of \"Owners\"\nor Owner's predecessors except as provided in Section 1.8(a)(v) or as\ndisclosed on any Schedule attached to this Agreement, are solely for the\nbenefit of Seller and \"Owners\" and shall not be construed to be for the\nbenefit of any third party or to constitute a waiver or release of rights\nagainst any third party.  Seller hereby assigns to Buyer all rights and claims\nwhich Seller may now or hereafter have against third parties relating to any\nmatter for which Buyer indemnifies Seller or \"Owners.\"  The provisions of this\nSection 6.7(e) and Section 1.8(a)(v) are intended to exclusively set forth\nBuyer's obligations under this Agreement with respect to assumption, waiver,\nrelease, discharge, and indemnification of environmental matters, and the\nprovisions of Section 10.1(b) and Section 1.8(a) (other than\nSection 1.8(a)(v)) shall not apply to such obligations of Buyer.\n\n      7.  Representations of Buyer.  Buyer represents to Seller as follows:\n\n      7.1  Buyer's Organization.  Buyer is a limited partnership organized,\nexisting and in good standing under the laws of Delaware and has the full\ncorporate power and authority to enter into and to perform this Agreement. \nBuyer is qualified to do business and is in good standing in the states of\nWashington and Oregon.\n\n      7.2  Authorization of Agreement.  The execution, delivery and\nperformance of this Agreement by Buyer have been duly authorized by all\nnecessary partnership action of Buyer, and this Agreement constitutes the\nvalid and binding obligation of Buyer enforceable against it in accordance\nwith its terms, except to the extent enforceability may be limited by\nbankruptcy, insolvency or other similar laws affecting the enforcement of\ncreditors' rights in general and subject to general principles of equity\n(regardless of whether such enforceability is considered in a proceeding in\nequity or at law).\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\ncertificate of limited partnership or partnership agreement of Buyer; or (b)\nconstitute a violation of any law, regulation, order, writ, judgment,\ninjunction or decree applicable to Buyer.  Except as required by the HSR Act,\nno consent, approval or authorization of any governmental authority is\nrequired on the part of Buyer in connection with the execution, delivery and\nperformance of this Agreement.\n\n      7.4  Litigation.  There are no judicial or administrative actions,\nproceedings or investigations pending or, to the best of Buyer's knowledge,\nthreatened, that question the validity of this Agreement or any action taken\nor to be taken by Buyer in connection with this Agreement. There is no\nlitigation, proceeding or governmental investigation pending or, to the best\nof Buyer's knowledge, threatened, or any order, injunction or decree\noutstanding, against the Buyer that, if adversely determined, would have a\nmaterial effect upon Buyer's ability to perform its obligations under this\nAgreement.\n\n      7.5  Financing.  Buyer will have, on the Closing Date, all funds\nnecessary to pay the Purchase Price and related fees and expenses, and has, or\nwill have on the Closing Date, the financial capacity to perform all of its\nother obligations under this Agreement.  \n\n      8.    Further Agreements of the Parties.  \n\n      8.1  Access to Information.  Owner has agreed that Buyer (subject to\nSection 8.7) shall have access to information in the possession of Owner, and\nSeller will make available to Buyer information in its possession, relating to\nthe Timberland Properties, the Mineral Rights, and other Assets for due\ndiligence investigation purposes and to facilitate an orderly transition in\nthe management of those Assets in anticipation of Closing.  In addition, Owner\nhas agreed to make available to Buyer its financial statements and shall\ncooperate and instruct Owner's independent auditors to cooperate, at Buyer's\nexpense, in preparing the financial statement related to the Timberland\nProperties which Buyer may be required to file with the Securities Exchange\nCommission. \n\n      8.2  Notice of Changes and Events.  \n\n            (a)  Each party shall promptly notify the other party in writing,\nand furnish to such party any information that such party may reasonably\nrequest, with respect to the occurrence of any event or the existence of any\nstate of facts that would (i) result in the party's or Owner's representations\nand warranties not being true if they were made at any time prior to or as of\nthe Closing Date, or (ii) impair the party's or Owner's ability to perform its\nobligations under this Agreement.\n\n            (b)  Subject to receipt of necessary information from Owner,\nSeller agrees to update and bring current all Schedules attached to this\nAgreement prior to the Closing Date.  Any such updated Schedule shall be for\ninformational purposes only and shall not affect the rights and obligations of\nthe parties as set forth in this Agreement.\n\n            (c)  Notwithstanding anything to the contrary in this Agreement,\nOwner or Seller shall have the right, in their respective sole discretion, to\nretain any claim, obligation, or liability that may otherwise be transferred\nto or assumed by Buyer in this Agreement.  Owner or Seller may, without\nlimitation, exercise this right by omitting or deleting a claim, liability, or\nobligation on one or more of the Schedules attached to this Agreement.  If\nOwner or Seller exercises this right, Seller shall provide written notice to\nBuyer of the claim, liability, or obligation that Seller shall retain within\nthirty-five (35) days of Seller's receipt of written notice of said claim,\nliability, or obligation.\n\n      8.3  Expenses.  Except as otherwise specifically provided in this\nAgreement, Buyer and Seller shall bear their own respective expenses incurred\nin connection with this Agreement and in connection with all obligations\nrequired to be performed by each of them under this Agreement.\n\n      8.4  Publicity.  Buyer and Seller shall consult with each other before\nissuing any public announcement or press release concerning the transactions\ncontemplated by this Agreement and, except as may be required by applicable\nlaw or regulation or rule of any stock exchange or organized securities market\non which the securities of Buyer or Seller are listed or traded, will not make\na public announcement or issue a press release prior to such consultation.  If\nBuyer or Seller are so required to make a public announcement or issue a press\nrelease such party shall use its best efforts to inform the other party hereto\nprior to making or issuing it.\n\n      8.5  Preservation of Records.  \n\n            (a)  Buyer agrees that, without expense to Seller, Buyer (i) shall\npreserve and keep the records relating to the Timberland Properties, Mineral\nRights, and other Assets delivered to it by Seller for a period of six (6)\nyears from the Closing, and (ii) shall give Seller and Owner reasonable access\nto such records and to personnel during regular business hours if needed for\nany bona fide purpose, provided such access shall be at Seller's or Owner's\ncost and expense, including reimbursement of Buyer's extraordinary costs, if\nany, 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      8.6  Casualty or Condemnation. In the event any uninsured loss or damage\noccurs to the assets being acquired by Seller from Owner, including the\nAssets, after the date of the Purchase Agreement, but before Closing, which\nhas an adverse financial impact in excess of fifteen million dollars\n($15,000,000) on the value of such assets, Buyer shall be entitled to a\nreduction of the Purchase Price.  Buyer's share of any Purchase Price\nreduction as a result of an uninsured loss shall be determined pursuant to\nSection 8.12.  If the amount of the Purchase Price reduction has not been\ndetermined by the date set for Closing, the parties shall proceed to Close as\nscheduled and Subsection 2.1(d) shall apply.  In the event any insured loss,\ndestruction, casualty or damage occurs to the Assets after the date of this\nAgreement, but before Closing, or in the event condemnation action is\ninstituted on the Assets after the date of this Agreement, but before Closing,\nthen Seller shall assign to Buyer at Closing all proceeds from such policies\nor condemnation action, and there shall be no adjustment in the Purchase\nPrice.  \n\n      8.7  Confidentiality.  Hanson and Buyer have previously executed a\nConfidentiality Agreement in the form attached hereto as Schedule 8.7. \nNotwithstanding anything to the contrary in the Confidentiality Agreement, the\nparties hereto covenant and agree that the terms and provisions of this\nAgreement and all information and data obtained in connection with this\nAgreement shall be treated as Evaluation Material in the Confidentiality\nAgreement.  Buyer shall require any third party which has not already executed\nthe Confidentiality Agreement and to which it intends to disclose any\ninformation supplied under the Confidentiality Agreement or this Agreement to\ncountersign and assume all of the obligations and covenants of the\nConfidentiality Agreement and deliver a copy of the Confidentiality Agreement\nto Seller and Owner prior to delivery of any information to such third party. \nIf this Agreement is terminated for any reason, the foregoing covenant shall\nsurvive the termination; if this Agreement is not so terminated, then the\nforegoing covenant shall be deemed terminated at Closing.\n\n      8.8  Allocation and Tax Matters.\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 preparing Washington Real Estate Excise Tax\naffidavits provided for in RCW 82.45.150, the parties agree to use the market\nvalue assessment as reflected on the county property tax rolls at the time of\nClosing.  The Buyer agrees to execute at Closing a Notice of Continuance,\nincorporated in the Real Estate Excise Tax Affidavits provided for in RCW\n82.45.150, continuing the forest land classification or designation of that\nportion of the Timberland Properties in the State of Washington so classified\nor designated as provided in RCW 84.33.140.  \n\n      8.9  Termination.  This Agreement shall be terminated at any time prior\nto the Closing:\n\n            (a)  By mutual written agreement executed by Seller and Buyer; or\n\n            (b)  By either party if applicable law (including but not limited\nto the HSR Act) prohibits the consummation of the sale and purchase of the\nAssets pursuant to this Agreement or if, at the Closing Date, any action,\nproceeding or investigation shall have been instituted or threatened in\nwriting by any governmental agency seeking to enjoin, restrain, prohibit,\nimpose material conditions upon or obtain substantial damages in respect of,\nthe transactions contemplated by this Agreement; \n\n            (c)  By either party as provided in Section 3.2; or\n\n            (d)  By either party if the Purchase Agreement is terminated for\nany reason.\n\n      Upon such termination, neither of the parties shall have any liability\nor further obligation arising out of this Agreement except as expressly stated\nin this Agreement.  \n\n      8.10  Access Pending Closing.  Owner has agreed that Buyer may, upon\nreasonable notice to Owner, have access to the Timberland Properties, 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 Closing Date (the \"Due Diligence Period\").  In the event that\nBuyer makes a reasonable and objective determination that there are Price\nAdjustment Items as defined in Section 8.11(d), Buyer will have the right, but\nonly during the Due Diligence Period, to notify Seller in writing, with\nreasonable detail, of said Price Adjustment Items; provided, that no such\nwritten notice given to Seller later than April 8, 1996, shall include a Price\nAdjustment Item relating to environmental matters.  \n\n            (b)  In the event Buyer makes a reasonable and objective\ndetermination that there are Price Adjustment Items as defined in Section\n8.11(d) which will have an adverse financial impact in the Price Adjustment\nFormula set forth in Section 8.11(e), Buyer will have the right to deliver to\nSeller, but only during the Due Diligence Period, a notice that Buyer is\nentitled to an adjustment in the Purchase Price (the \"Price Adjustment\nNotice\"), provided that no Price Adjustment Notice given later than April 8,\n1996, shall include a Price Adjustment Item relating to environmental matters. \nThe Price Adjustment Notice shall be accompanied by a schedule setting forth\nin reasonable detail Buyer's computation of the dollar amount of the Price\nAdjustment Items.  Seller shall deliver the Price Adjustment Notice to Owner\nas one of Seller's Price Adjustment Notices.  Buyer hereby appoints Seller as\nits agent to pursue a price reduction as specified in the Price Adjustment\nNotice.  Subject to the provisions of the Purchase Agreement, Seller agrees to\nuse reasonable diligence in pursuing a price reduction with respect to the\nmatters referred to in each such Price Adjustment Notice.\n\n            (c)  If Buyer provides written notice of Price Adjustment Items as\nprovided in Subsection (a) above but does not deliver to Seller the Price\nAdjustment Notice described in Subsection (b) above during the Due Diligence\nPeriod, Buyer will have the right, within six (6) months after Closing, to\ndeliver to Seller a notice (the \"Post Closing Adjustment Notice\").  The Post\nClosing Adjustment Notice shall be accompanied by a schedule setting forth in\nreasonable detail Buyer's computation of the dollar amount of the Price\nAdjustment Items that provide the basis for the Post Closing Adjustment\nNotice; provided however, the Post Closing Adjustment Notice cannot allege an\nadverse financial impact greater than fifteen million dollars ($15,000,000)\n(the First Threshold).  Seller shall deliver the Post Closing Adjustment\nNotice to Owner as one of Seller's Post Closing Adjustment Notices and shall\npursue an adjustment in the First Threshold as contemplated by Section 10.4 of\nthe Purchase Agreement; provided that if the Post Closing Adjustment Notices\nexceed Fifteen Million Dollars ($15,000,000) in the aggregate, each such\nnotice shall be reduced pro rata so that the total does not exceed Fifteen\nMillion Dollars ($15,000,000).  The adjustment so determined shall not adjust\nthe Purchase Price, but shall be carried forward as a portion of the First\nThreshold in making the calculations in Section 10.4(c) of the Purchase\nAgreement.  \n\n            (d)  In determining the adverse financial impact for purposes of\nSection 8.11(a), the following items shall be taken into account as Price\nAdjustment Items:\n\n                  (i)   Failure of Owner to be vested in title in more than\nfive hundred (500) acres of the Timberland Properties described in the Title\nReports attached to this Agreement as Schedule 4, and the threshold provisions\nof Section 8.11 and the allocation provisions of Section 8.12 shall not apply\nto any such Price Adjustment Item (i.e., the Purchase Price shall be reduced\nby the amount of the adverse financial impact of such Item), nor shall the\nreduction in Purchase Price for such Item reduce the threshold provisions for\npurposes of Section 10.4 of the Purchase Agreement.  As used in this\nSubsection (i), \"vested in title\" means that the applicable Title Report\nstates that 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.\n\n      8.13   Enforcement of Seller's Rights.  Seller agrees to use\ncommercially reasonable efforts as determined by Seller in its reasonable\njudgment to enforce the obligations of Owner under Sections 3.6, 5(a), 5(c),\n8.1, 11.3(b), and 11.3(c) of the Purchase Agreement.  Buyer shall reimburse\nSeller for Seller's expenses related to such enforcement in accordance with\nthe formula for sharing of arbitration costs under the Purchase Agreement set\nforth in Section 9.2 of this Agreement.\n\n      8.14  Seller's Knowledge.  In the event that Seller obtains knowledge\nprior to the Closing Date of any material fact which, if known to Owner, would\nresult in a breach of a representation or warranty of Owner under the Purchase\nAgreement, Seller shall notify Owner so that Owner will have knowledge of such\nfact.\n\n      9.    Default; Remedies; Arbitration.\n\n      9.1  Default; Remedies.  Time is of the essence of this Agreement.  If\neither party fails or refuses to carry out this Agreement according to its\nterms, the other party shall be entitled to the remedies set forth below.\n\n            (a)  Buyer's Default.  Except as otherwise provided in this\nAgreement, in the event Buyer fails, without legal excuse, to complete the\npurchase of the Assets pursuant to this Agreement, Seller shall be entitled to\nterminate this Agreement and\/or pursue any and all remedies available at law\nor in equity by reason of Buyer's breach or default, including without\nlimitation, specific performance and damages for any failure by Buyer to\nperform the obligations to be performed by it from and after the date of this\nAgreement.  \n\n            (b)  Seller's Default.  Except as otherwise provided in this\nAgreement, in the event Seller fails or refuses to complete the purchase of\nthe Assets or is otherwise in breach or default of its obligations in this\nAgreement, Buyer shall be entitled to terminate this Agreement and\/or pursue\nany and all remedies available at law or in equity by reason of Seller's\nbreach or default, including without limitation, specific performance and\ndamages for any failure by Seller to perform the obligations to be performed\nby it from and after the date of this Agreement; provided, however, that\nBuyer's sole remedy against Seller for Seller's breach of Section 6 and the\nrepresentations set forth therein shall be as set forth in Section 8.11 and\nthe indemnification by Seller of Buyer as set forth in Section 10.\n\n            (c)  Owner Default.  Notwithstanding the foregoing, Buyer shall\nhave no rights against Seller if Seller's failure to transfer the Assets to\nBuyer results from a default by Owner under the Purchase Agreement.  If Seller\nelects to seek damages as a result of a default by Owner under the Purchase\nAgreement and if any award to Seller includes any amount with respect to\ndamages suffered by Buyer, Seller shall pay such amount to Buyer minus Buyer's\nshare of expenses determined pursuant to the formula for allocation of\nexpenses of arbitration under the Purchase Agreement set forth in Section 9.2. \nIf Seller seeks specific performance of Owner's obligations under the Purchase\nAgreement, Seller agrees that it will not terminate this Agreement pursuant to\nSection 8.9(d) if Buyer agrees to be bound by the outcome of such specific\nperformance proceeding and if Buyer agrees to reimburse Seller for the costs\nof such proceeding in the proportion that the Purchase Price bears to One\nBillion Five Hundred Eighty Eight Million Dollars ($1,588,000,000).\n\n      9.2  Arbitration.  This Agreement shall not be subject to termination\nexcept as specifically provided in this Agreement.  Any question, controversy\nor claim arising under or relating to this Agreement, shall be settled by\narbitration in accordance with the rules of the American Arbitration\nAssociation and the provisions of the laws of the State of Washington relating\nto arbitration, as said rules and laws are in effect on the date of this\nAgreement.  The arbitration shall be conducted in Vancouver, Washington, by\nand before a single arbitrator, who is experienced in the problem or problems\nin dispute, to be agreed upon by the Seller and Buyer, or if they are unable\nto agree upon an arbitrator within ten (10) days after written demand by\neither party for arbitration, then, at the written request of either party,\nthe arbitrator shall be appointed by the American Arbitration Association, or\nfailing such appointment, by the Superior Court in and for the County of\nClark, State of Washington.  Proceedings to obtain a judgment with respect to\nany award rendered hereunder shall be undertaken in accordance with the law of\nthe State of Washington including the conflicts of laws provisions thereof.\n\n      Each party shall pay one-half of the arbitrator's fees and expenses. \nUpon application to the arbitrator, the parties shall be entitled to limited\ndiscovery, including only exchange of documents and only depositions on such\nterms as the arbitrator may allow for purposes of fairness and to reduce the\noverall time and expense of the arbitration.\n\n      Buyer shall also reimburse Seller for the costs of any arbitration under\nthe Purchase Agreement, including arbitrator's fees and reasonable attorney's\nfees, incurred by Seller in the proportion that the claims related to the\nAssets bears to the total of all claims involved in the arbitration.  In any\narbitration proceeding under the Purchase Agreement including any arbitration\nrelated to a Purchase Price adjustment claim or indemnification claim which\nrelates to the Assets, Seller agrees to request of the arbitrator that Buyer\nbe allowed to participate in the arbitration.  Buyer shall be allowed to\nparticipate to the extent allowed by the arbitrator.\n\n      10.  Indemnification and Related Matters.  \n\n      10.1  Indemnification.\n\n            (a)  Seller agrees to defend, indemnify and hold Buyer and its\nparents, subsidiaries, affiliates, predecessors, successors and assigns (and\ntheir respective officers, directors, employees and agents) harmless from and\nagainst any and all loss, claims, liabilities, damages, costs and expenses,\nincluding attorneys fees incurred with respect to third parties (\"Damages\")\nresulting from, based upon, or arising out of:\n\n                  (i) subject to Section 10.4(a), (b) and (c), all of the\nExcluded Liabilities set forth in Section 1.8(b);\n\n                  (ii)  subject to Section 10.4, and taking into account any\nadjustments made for such breach in Section 8.11, breaches of Seller's\nrepresentations set forth in Section 6;\n\n               (iii)  subject to Section 10.4, claims of third parties that\nare asserted after Closing, to the extent the basis of such claims arose prior\nto Closing; provided, that this Subsection (iii) shall only apply to a claim\nwhich will result in loss to Buyer in excess of $100,000; and provided\nfurther, that the indemnity in this Subsection (iii) shall not apply at all to\nmatters disclosed on Schedule 6.4 or to matters covered by Section 8.11 or to\nmatters for which Buyer is indemnifying Seller as provided in this Agreement;\n\n               (iv)  subject to Section 10.4, permits,  licenses, or Contracts\n(which are not Material Contracts) assumed by Buyer pursuant to Section 1.8\nbut which were not disclosed to Buyer in any Schedule attached to this\nAgreement; provided, that this Subsection (iv) shall only apply to a permit,\nlicense, or Contract:  (a) which will require Buyer to pay more than $100,000\nin any twelve-month period, and (b) which will not expire and cannot be\nterminated within twelve months of Closing without penalty, liability, or\npremium, and (c) which provides no material benefit to Buyer; and\n\n                  (v)  all actions, claims, suits, proceedings, demands,\nassessments, judgments, costs and expenses, including attorneys' fees\n(incurred with respect to third parties), with respect to the foregoing.\n\n            (b)  Buyer agrees to save, defend, indemnify and hold Seller and\nOwner and its general partners, parents, subsidiaries, affiliates,\npredecessors, successors and assigns (and their respective officers,\ndirectors, employees and agents) harmless from and against any loss, claims,\nliabilities, damages, costs and expenses, including attorneys' fees incurred\nwith respect to third parties (\"Damages\") resulting from, based upon, or\narising out of:\n\n                  (i)  any breaches, occurring before, at or after Closing, of\nContracts, permits, licenses, and all other agreements and obligations\ntransferred or assigned to Buyer;\n\n                  (ii)  the operation, management or condition of the Assets,\nwhether arising before, at or after the Closing, excluding only those matters\ncovered by Section 10.1(a)(i) above;\n\n                  (iii)  all matters assumed by the Buyer pursuant to any and\nall provisions of this Agreement or any related agreement; and\n\n                  (iv)  all actions, claims, suits, proceedings, demands,\nassessments, judgments, costs and expenses, including attorneys' fees\n(incurred with respect to third parties), with respect to the foregoing.\n\n      Wherever this Agreement provides for Buyer's indemnification of Owner,\nthe term \"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.\n\n            (d)  Notwithstanding anything to the contrary to this Agreement,\nSeller shall not be obligated to indemnify Buyer on any claim for\nindemnification submitted by Buyer to Seller after December 31, 1998, except\nfor matters arising under Section 10.1(a)(i).\n\n      11.   Employee Matters.\n\n      11.1  Definitions.\n\n            (a)   Employees.  The term \"Employees\" shall mean all of the\npersons actively employed by Owner exclusively in connection with the\nTimberland Properties in daily operations in hourly or salaried status\nimmediately preceding the Closing, and those persons identified in Schedule\n11.2(f) as employed by Owner in daily operations in connection with the\nTimberland Properties who are either (a) on disability, or (b) on leave of\nabsence.  This does not include persons listed in Schedule 11.1(a), which\nlists executive officers of Owner.\n\n            (b)   Transferring Employees.  All Employees who apply for, are\noffered, and who accept employment with Buyer on the Closing Date or within 90\ndays thereafter.\n\n            (c)   INTENTIONALLY OMITTED.\n\n            (d)   List of Employees.  Schedule 11.1(d) sets forth a true and\ncorrect list of all Employees, together with their respective job titles,\nhourly rates or base salary, date of birth, Social Security number, and most\nrecent date of hire (or credited service), as of ten (10) days prior to the\ndate of this Agreement, and will be updated to be true and correct as of ten\n(10) days prior to the Closing Date.\n\n      11.2  Applications\/Hiring.\n\n            (a)   Within ten (10) days after the date this Agreement is\nsigned, Seller will provide applications for employment to all Owner's\nEmployees, as defined in 11.1(d) above.\n\n            (b)   Employees from whom applications will be solicited by Buyer\nwill also be provided with a document or documents setting forth the essential\nterms and conditions of employment under which Buyer intends to operate the\nAssets.  Buyer will provide such information to Seller promptly following the\nexecution of this Agreement.  Buyer will consider applications from all\nEmployees who apply for employment under such terms and conditions of\nemployment pursuant to its normal hiring procedure.  If applications\nacceptable to Buyer are received from Salaried Employees, offers of employment\nshall be extended within fifteen (15) working days of application receipt or\nas soon as reasonably practical thereafter.  Offers to other Employees who\nsubmit application and who are acceptable to Buyer will be extended on or\nbefore the Closing Date.\n\n            (c)   Salaried Terms and Conditions.  Solicitations of salaried\nEmployees who submit applications for employment with Buyer will be made on\nterms and conditions of employment consistent with and generally applicable to\nBuyer's salaried work force in positions of like status and pay.  However, in\norder to minimize Owner's severance cost, Buyer agrees to offer employment to\nat least eight (8) salaried Employees (or to such lesser number if such lesser\nnumber of salaried Employees apply), and that those salaried Employees offered\nemployment will be hired at 96 percent or more of their Base pay with Owner as\nlisted in Schedule 11.1(d).\n\n            (d)   Nonunion Hourly Terms and Conditions.  Solicitations of\nOwner's nonunion hourly Employees who submit applications for employment with\nBuyer will be made as Buyer may determine on terms and conditions of\nemployment consistent with their existing terms and conditions or terms and\nconditions consistent with and generally applicable to Buyer's nonunion hourly\nwork force in positions of like status and pay in similar type operations of\nBuyer in the same region or geographic proximity.\n\n            (e)   INTENTIONALLY OMITTED.\n\n            (f)   Disabled Employees\/Leave of Absences.  Employees identified\nin Schedule 11.2(f) who make application, are offered, and accept employment\nmust begin employment as evidenced by having worked at least one (1)\ncompensable day with Buyer no later than the first working day of the sixth\n(6th) month following the month in which the Closing Date occurs unless\notherwise provided by law or extended by Buyer.\n\n      11.3  Employment Obligations of Seller and Buyer.\n\n            (a)   Buyer's Obligations\/Employment Claims.\n\n                  (i)   Subject to the provisions of Section 11.4 and Section\n11.5, Buyer agrees to assume all employment-related obligations accruing on or\nafter the Closing Date pertaining to Transferring Employees including, without\nlimitation, compensation for services performed for Buyer (and related\nemployment and withholding taxes); benefits accrued under any Buyer-sponsored\nemployee welfare or pension benefit plan (as defined under ERISA Sections 3(1)\nand 3(2), respectively); benefits accrued under any other employee benefit\nplan or arrangement of Buyer covering the Transferring Employees; and workers'\ncompensation benefits with respect to claims relating to events occurring on\nor after the Closing Date or filed more than one-hundred eighty (180) days\nafter the Closing Date, regardless of date of accident or illness. \n\n                  (ii)  Buyer will retain all liability for all claims,\nlosses, damages, and expenses (including, without limitation, reasonable\nattorney's fees), and other liabilities and obligations relating to or arising\nout of all unfair labor practice charges, wrongful termination litigation,\nemployment discrimination charges, severance claims, health and welfare\nclaims, retirement claims and any other claims related to employment and based\nupon Buyer's conduct on or after the Closing Date which are filed within\napplicable statutes of limitations.\n\n            (b)   Seller's Obligation\/Employment Claims.\n\n                  (i)   Subject to the provisions of Section 11.4 and 11.5,\nOwner has agreed to assume all employment related obligations with respect to\nall Employees accruing prior to the Closing Date including, without\nlimitation, compensation for services performed for Owner (and related\nemployment and withholding taxes); benefits accrued under any Owner sponsored\nemployee welfare or pension plan (as defined under ERISA Sections 3(1) and\n3(2) respectively) covering the Employees or former Employees prior to or\nafter the Closing Date; benefits accrued under any other employee benefit plan\nor arrangement of Owner covering the Employees or former Employees prior to or\nafter the Closing Date; and workers' compensation benefits with respect to\nclaims filed before the Closing Date or within one hundred eighty (180) days \nafter the Closing Date and relating to events occurring prior to the Closing\nDate.\n\n                  (ii)  Owner has agreed to retain all liability for any and\nall claims, losses, damages, and expenses (including, without limitation,\nreasonable attorney's fees) and other liabilities and obligations relating to\nor arising out of all unfair labor practice charges, wrongful termination\nlitigation, employment discrimination charges, severance claims, health and\nwelfare claims, asbestos claims, retirement claims, OSHA citations and any\nother claims arising out of any employment and based upon Owner's conduct\noccurring prior to the Closing Date including actions filed as of the Closing\nDate or filed thereafter within applicable statutes of limitations.\n\n            (c)   COBRA.  Owner has agreed to be responsible for the health\ncare coverage of any Employees as may be required by COBRA under affected\nOwner Welfare Plans.  After the Closing Date, Owner has agreed that it shall\nensure that the option of continuing health care coverage under the Owner\nWelfare Plans is extended to the Employees to the extent required by COBRA. \nBuyer shall be responsible for providing health care continuation coverage as\nrequired by COBRA to any Transferring Employees terminated by Buyer after the\nClosing Date.\n\n            (d)   Vacation Obligations\/Transferring Employees.\n\n                  (i)   Vacation earned as of May 1, 1996 and to be taken in\n1996 by Transferring Employees under Owner's vacation policy will be credited\nto Transferring Employees on the Closing Date to the extent not then taken. \nBuyer shall grant Transferring Employees time off with pay (vacation) for this\nfull credited amount, or pay in lieu of time off for any portion not taken by\nDecember 31, 1996.  Promptly following receipt of payment from Owner Seller\nshall pay to Buyer the amount of such earned vacation pay payable by Buyer to\nsuch Transferring Employees.\n\n                  (ii)  Vacation accruing in 1996 to be taken in 1997 by\nTransferring Employees will be determined in accordance with Buyer's vacation\npolicy.  In the application of Buyer's vacation policy, Buyer shall recognize\nservice of such Employees with Owner and its predecessors to the extent Owner\nrecognized such service under its vacation policy.  Seller shall provide\nBuyer, on or before the Closing Date, with a list of such recognized service\nincluding the number of vacation weeks earned under Owner's Plan for all\nEmployees as of May 1, 1996.  For those Transferring Employees who remain in\nBuyer's employment until at least January 1, 1997, Buyer will accrue vacation\nfrom January 1, 1996 notwithstanding the fact that the Transferring Employees\nwere not its Employees until after the Closing Date.  For those who do not\nremain in employment with Buyer until year end, vacation will accrue 1\/12 pro\nrata for each completed calendar month of employment between the Closing Date\nand December 31, 1996.\n\n            (e)   Severance Pay Obligations.\n\n                  (i)   Owner has assumed all severance pay obligations, if\nany, for all Employees who are not hired by Buyer pursuant to Owner's\npolicies, plans, or agreements relating to severance from employment.\n\n                  (ii)  Any salaried Transferring Employee hired by Buyer who\nis terminated during the first six (6) months following the month in which the\nClosing Date occurs, for reasons other than cause or misconduct, shall receive\nseverance pay from Buyer equal to that which he or she would have received\nunder Owner's severance pay policies as written on January 1, 1996, generally\napplicable to Owner's Employees in like positions and pay status in the same\namount which would have been payable had such salaried Transferring Employee\nnot been hired by Buyer.  Seller shall provide Buyer with copies of Owner's\napplicable policies as soon as reasonably practical after signing of this\nAgreement.\n\n                  (iii)  Any salaried Transferring Employee hired by Buyer who\nis terminated by Buyer after the six (6) month period in (ii) above or any\nother Transferring Employee will receive severance pay, if any, in accordance\nwith Buyer's severance pay policies uniformly applicable to other Employees in\npositions of similar status and pay.  In the application of such policies,\nBuyer shall recognize the Transferring Employee's service with Owner from his\nor her most recent date of hire with Owner.\n\n      11.4  Employee Benefits.\n\n            (a)   All Transferring Employees who accept employment with Buyer\nand commence such employment immediately on the Closing Date will be, starting\non the Closing Date, covered by Buyer's existing employee benefit plans in\naccordance with their terms and will be subject to Buyer's existing employment\npolicies, as applicable to Buyer's Employees who are similarly situated. \nTransferring Employees shall be credited with their service with Owner from\ntheir most recent date of hire for purposes of vesting, participation and\neligibility (but not benefit calculations, except as provided in Section\n11.5(c) pertaining to certain Salaried Employees), under Buyer's plans and\npolicies, as though such service had been with Buyer.\n\n            (b)   With respect to Buyer medical coverage, there shall be no\nwaiting period for participation by Transferring Employees or their covered\ndependents and they shall be credited with any deductibles satisfied under\nOwner's medical plans for claims incurred during calendar year 1996 in meeting\nthe deductible requirements of Buyer's plans.  Buyer will also waive any\npreexisting condition restrictions under the Buyer Welfare Plans with respect\nto Transferring Employees or their dependents.\n\n            (c)   Buyer will provide no benefit coverage to a Transferring\nEmployee or his or her dependents to the extent that such person has not\nreported to work and continues to be eligible by reason of disability under\nthe Owner Welfare Plans in accordance with their terms as in effect\nimmediately prior to the Closing Date.\n\n            (d)   In particular, but without limitation, (i) claims for\nmedical, hospital or other health care expenses incurred by Transferring\nEmployees or their dependents on or after the Closing Date shall be covered\nunder the Buyer Welfare Plans, subject to the limitations thereof and claims\nfor such expenses incurred by Transferring Employees or their dependents prior\nto the Closing Date shall be covered, subject to the limitations thereof (but\nin accordance with the terms of this Agreement), under Owner's Welfare Plans;\n(ii) claims of Transferring Employees or their dependents for life insurance,\naccidental death and dismemberment and disability benefits with respect to\ndeath, disability or other injury occurring on or after the Closing Date shall\nbe covered under Buyer's Welfare Plans, and claim for such benefits with\nrespect to death, disability or injury occurring prior to the Closing Date\nshall be covered under Owner's plans (as applicable).  The amount and type of\nbenefits payable in any case shall be determined in accordance with the terms\nof the applicable Welfare Plan.  Seller and Buyer acknowledge that certain\nTransferring Employees who will have attained age 65 or age 55 and 5 years of\nservice for purposes of Owner's retiree medical plan as of the Closing Date\nwill be eligible to elect retiree medical coverage under Owner's retiree\nmedical plan, but only if they do so immediately after the Closing Date; that\nsuch coverage requires payment of contributions in an amount determined by\nOwner pursuant to Owner's retiree medical plan with respect to all\nparticipants in such retiree plans and is secondary to active coverage under\nBuyer's medical plans while the Transferring Employees are participating in\nany of Buyer's medical plans which may cover such Employees.\n\n      11.5  Retirement Plan Matters.\n\n            (a)   Owner Retirement Plans.  \"Owner Retirement Plans\" shall mean\nthe Cavenham Forest Industries Inc. Retirement Plan for Hourly Paid Employees\nand Cavenham Forest Industries Inc. Retirement Plan for Salaried Employees.\n\n            (b)   Vesting of Benefits.  As of the Closing Date, all\nTransferring Salaried Employees shall become fully vested in their accrued\nbenefits under the Owner Retirement Plans.  Buyer will recognize past service\ncredited under the Owner's Retirement Plan for purposes of determining vesting\nrequirements under Buyer's Plan for Transferring Employees. \n\n            (c)  Determination of Benefits\/Payment of Supplement.  Seller will\nprovide Buyer with a statement, within 180 days of Closing, listing credited\nservice and accrued benefits (expressed as a Single Life Annuity) through the\nClosing Date as determined under Owner's Plan for Salaried Employees (the\n\"CSAB Statement\").  Such accrued benefit amounts shall be listed in the CSAB\nStatement for each Transferring Employee.  The accrued benefit amount shall be\ncalculated by Owner's actuary, Hewitt Associates, in consultation with Seller,\nusing assumptions shown on the CSAB Statement in conjunction with Owner's\ncurrent retirement plan formula.  Buyer shall provide each salaried\nTransferring Employee, upon retirement, a supplemental retirement benefit\nunder its Salaried Retirement Plan, or under such other form of supplemental\nplan or payment acceptable to Buyer, (a \"Supplement\") equal to:\n\n                  (i)   the age 62 Single Life Annuity amount, taking into\naccount the credited service listed in the CSAB Statement as applied to the\nbenefit formula of Buyer's Salaried Retirement Plan, using compensation with\nBuyer at retirement, minus,\n\n                  (ii)  the amount of accrued benefit set forth in the CSAB\nStatement for each such salaried Transferred Employee.\n\n      If the Supplement is provided under Buyer's Salaried Retirement Plan,\nsuch Supplement shall be adjusted pursuant to any options elected by such\nEmployee pursuant to such plan.  If provided outside of Buyer's Salaried\nRetirement Plan, such Supplement will be calculated on an actuarial equivalent\nbasis, using assumptions no less favorable than the assumptions listed on\nSchedule 11.5(c) which are used by Owner in determining the accrued benefit\namount.  Such Supplement shall be in addition to any benefits earned by such\nEmployees as a participant in Buyer's Salaried Retirement Plan based upon\ntheir credited service with Buyer and compensation from Buyer after the\nClosing Date.\n\n      If Buyer does not have a defined benefit retirement plan, the Supplement\n(for this purpose calculated by using Seller's retirement plan formula and the\nactuarial assumptions set forth on Schedule 11.5(c)) shall be provided to the\nTransferring Employee hired by Buyer through an alternative form (such as a\nsingle-life annuity or a lump sum payment of the present value of such\nSupplement).\n\n      At the time Seller provides the CSAB Statement to Buyer, Seller shall\npay to Buyer an amount equal to the present value of the Supplements to be\nprovided to the salaried Transferring Employees calculated for this purpose by\nusing Seller's retirement plan formula and the actuarial assumptions set forth\non Schedule 11.5(c).\n\n            (d)   Hourly Retirement Plan.  For hourly Transferring Employees,\nOwner remains responsible for all liabilities of the Cavenham Forest\nIndustries Inc. Retirement Plan for Hourly Paid Employees for benefits accrued\nas of the Closing Date.  After the Closing Date, Buyer will provide an\nappropriate Hourly Retirement Plan for all Transferring Employees consistent\nwith Buyer's existing retirement plans covering similarly situated Employee\nthroughout the country.  Buyer will credit Transferring Employees with service\nsince their most recent date of hire with Owner for purposes of meeting the\nvesting requirements of Buyer's plan covering such Employees.\n\n      11.6   Employee Payroll Information.  Seller shall transfer to Buyer\ncopies of any records relating to withholding and payment of income and\nunemployment taxes (federal, state and local) and FICA and FUTA taxes with\nrespect to wages paid to Employees hired by Buyer for the calendar year in\nwhich the Closing occurs (including, without limitation, Forms W-4 and\nEmployee's Withholding Allowance Certificate).  Buyer shall provide such\nEmployees with Forms W-2, Wage and Tax Statement, for the calendar year in\nwhich the Closing occurs setting forth the wages paid and taxes withheld with\nrespect to such Employees for such calendar year by Owner and Buyer as\npredecessor and successor Employees, respectively, as provided by Revenue\nProcedure 84-77.\n\n      11.7  No Third-Party Beneficiary.  This Agreement is being entered into\nsolely for the benefit of the parties hereto, and the parties do not intend\nthat any Employee or any other person shall be a third-party beneficiary of\nthe covenants by either Seller or Buyer contained in this Agreement; provided,\nhowever, that any Transferring Salaried Employee shall have the right to\ndirectly enforce the provisions of Section 11.5(c) against Buyer, and if legal\naction is instituted in connection therewith, the prevailing party shall be\nentitled to its reasonable attorney fees as set by the court or courts at\ntrial and on any appeal.\n\n      11.8   Labor Matters.  As of the date hereof, but not as of the Closing\nDate or any other date, except as set forth in Schedule 11.8, (i) within the\nlast two years Owner has not experienced any material work stoppage due to\nlabor disagreements with respect to the Timberland Properties; (ii) there is\nno unfair labor practice, charge, or complaint against Owner relating the\nTimberland Properties pending or, to the knowledge of Owner, threatened,\nbefore the National Labor Relations Board or other similar local tribunal;\n(iii) there is no labor strike, request for representation, slowdown or\nstoppage actually pending, or to the knowledge of Owner, threatened against or\naffecting Owner relating to the Timberland Properties; (iv) to the knowledge\nof Owner, no question concerning representation as defined in the National\nLabor Relations Act is pending or threatened against Owner respecting the\nTimberland Properties; and (v) no arbitration proceeding arising out of or\nunder any collective bargaining agreement relating to the Timberland\nProperties is pending or, to the knowledge of Owner, is threatened.\n\n      11.9  Indemnification.  Anything in this Agreement to the contrary\nnotwithstanding, Buyer agrees to indemnify Seller against and hold Seller and\nOwner harmless from any and all claims, losses, damages, expenses, obligations\nand liabilities arising out of or otherwise in respect of any failure of Buyer\nto discharge its obligation under this Section 11.  Anything in this Agreement\nto the contrary notwithstanding, Seller agrees to indemnify Buyer against and\nhold Buyer harmless from any and all claims, losses, damages, expenses,\nobligations and liabilities arising out of or otherwise in respect of any\nfailure of Seller to discharge its obligations under this Section 11.  This\nindemnity shall survive closing. \n\n      12.   Miscellaneous.\n\n      12.1  Finders.  Buyer and Seller respectively represent and warrant that\nthey have not employed or utilized the services of any broker or finder in\nconnection with this Agreement or the transactions contemplated by it.  Seller\nshall indemnify and hold Buyer harmless from and against any and all claims\nfor brokers' commissions made by any third party as a result of this Agreement\nand the transaction contemplated hereunder to the extent that any such\ncommission was incurred, or alleged to have been incurred, by, through or\nunder Seller.  Buyer shall indemnify and hold Seller harmless from and against\nany and all claims for brokers' commissions made by any third party as a\nresult of this Agreement and transactions contemplated hereunder to the extent\nthat any such commission was incurred, or alleged to have been incurred, by,\nthrough or under Buyer.\n\n      12.2  Entire Agreement.  This Agreement (with its Schedules and\nExhibits) contains, and is intended as, a complete statement of all of the\nterms of the arrangements between the parties with respect to the matters\nprovided for, supersedes any previous agreements and understandings between\nthe parties with respect to those matters, and cannot be changed or terminated\norally.\n\n      12.3  Governing Law.  Seller and Buyer each hereby consent to 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            Crown Pacific Limited Partnership\n            121 S.W. Morrison Street\n            Suite 1500\n            Portland, Oregon  97204\n            Attention:  Peter Stott, President\n\n\n            With a copy to:\n\n            Ball, Janik &amp; Novack\n            One Main Place\n            101 S.W. Main Street, Suite 1100\n            Portland, Oregon  97204-3274\n            Attention:  Robert S. Ball\n\n      12.6  Severability.  The invalidity or unenforceability of any provision\nof this Agreement shall not affect the validity or enforceability of any other\nprovision of this Agreement which shall remain in full force and effect.\n\n      12.7  Further Assurances and Assistance.  Buyer and Seller agree that\neach will execute and deliver to the other any and all documents, in addition\nto those expressly provided for herein, that may be necessary or appropriate\nto effectuate the provisions of this Agreement, whether before, at or after\nthe Closing.  Seller agrees that, at any time and from time to time after the\nClosing, it will execute and deliver to Buyer such further assignments or\nother written assurances as Buyer may reasonably request to perfect and\nprotect Buyer's title to the Assets.\n\n      12.8  Survival.  The terms, covenants, agreements, representations and\nwarranties contained in or made pursuant to this Agreement together with all\nindemnities and undertakings contained herein shall survive the Closing,\nsubject to the time limits specified herein, if any, delivery of the Purchase\nPrice and delivery and\/or recordation of the instruments of conveyances and\nassignment, bills of sale, assignments of contract rights and other closing\ndocuments, and shall not be deemed to have been merged in any of the documents\ndelivered at the Closing, irrespective of any investigation made by or on\nbehalf of any party.\n\n      12.9  Waiver.  Any party may waive compliance by another with any of the\nprovisions of this Agreement.  No waiver of any provision shall be construed\nas a waiver of any other provision.  Any waiver must be in writing and signed\nby the party waiving such provision.\n\n      12.10 Binding Effect; Assignment.  This Agreement shall be binding upon\nand inure to the benefit of the parties and their respective successors and\npermitted assigns.  Except as expressly set forth in Section 11.7, nothing in\nthis Agreement shall create or be deemed to create any third party beneficiary\nrights in any person or entity not a party to this Agreement, including any\nsuch person or entity asserting rights as a third party beneficiary with\nrespect to environmental matters.  No assignment of this Agreement or of any\nrights or obligation hereunder may be made by either party (by operation of\nlaw or otherwise) without the prior written consent of the other and any\nattempted assignment without the required consent shall be void.\n\n      12.11 Best Knowledge.  As used in this Agreement (i) \"to the best of\nOwner's knowledge\" shall mean the actual knowledge possessed, at the time the\nPurchase Agreement was entered into, by William B. Freck, the Division General\nCounsel for Owner, David E. Harris, the Division Chief Financial Officer of\nOwner, Richard E. Dahlin, a Division Vice President for Owner, and Lee T.\nAlford, a Division Vice President for Owner, all of whom are executive\nofficers of Owner, and any of the forest managers or the mill manager of\nOwner; (ii) \"to the best of Seller's knowledge\" shall mean actual knowledge\npossessed by Steven R. Rogel, President and Chief Executive Officer;\nJ. A. Parsons, Executive Vice President and Chief Financial Officer; and\nDuane C. 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 INTENTIONALLY OMITTED.\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 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\/Jerry A. Parsons\n                                    Jerry A. Parsons\n                                    Executive Vice President and Chief\n                                    Financial Officer\n\n\nBUYER:                        CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware\n                              limited partnership\n\n                              By:   Crown Pacific Management Limited\n                                    Partnership, its General Partner\n\n                                    By:   HS Corp. of Oregon, an Oregon\n                                          corporation, a general partner\n\n\n                                          By:\/s\/Peter W. Stott\n                                                Peter W. Stott\n                                                President and Chief Executive\n                                                Officer\n\n                                   GUARANTY\n\n\n            IN CONSIDERATION of the granting of the forgoing Asset Sale,\nPurchase and Transfer Agreement (the \"Agreement\"), Crown Pacific Partners,\nL.P., a Delaware limited partnership (\"Guarantor\") hereby unconditionally and\nirrevocably guarantees to Seller and to Seller's successors and assigns the\nprompt payment by Buyer of the Purchase Price under the Agreement and the full\nperformance by Buyer of all of the terms and provisions of the Agreement on\nBuyer's part to be performed.  Guarantor hereby expressly waives (1) notice of\nacceptance of this guaranty and (2) any other notice given to Buyer in\naccordance with the provisions of the Agreement of any default under the\nAgreement.\n\n            Guarantor hereby agrees that neither the waiver by Seller of any\nrights against Buyer, arising out of any default by Buyer or otherwise, nor\nany modification or amendment of the Agreement shall in any way modify or\nrelease the obligations of Guarantor under this guaranty.  Upon any default by\nBuyer, Guarantor agrees to pay to Seller the entire amount of any damages\nsuffered by Seller as a result of such default without any obligation on the\npart of Seller to endeavor to collect such indebtedness from or to proceed\nagainst Buyer.\n\n            In the event any suit or action is instituted against Guarantor on\naccount of, in connection with, or based upon this guaranty, in addition to\nthe costs and disbursements provided by statute, such sum as the court may\nadjudge reasonable as attorneys' fees in such suit or action or any appeal\ntherefrom.\n\n                              CROWN PACIFIC PARTNERS, L.P., a Delaware limited\n                              partnership\n                              by CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP,\n                              Managing General Partner\n\n\n                              By: HS Corp. of Oregon, an Oregon corporation\n                              Title:  General Partner\n\n\n                              By: \/s\/Peter W. Stott\n                              Name:  Peter W. Stott\n                              Title: President and CEO\n\n                                SCHEDULE INDEX\n                                 CROWN PACIFIC\n\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(b)(ii)           accrued expenses\n\nSchedule 1.8(b)(iv)           exceptions for Affiliates of Owner\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 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 11.1(a)              list of executive officers\n\nSchedule 11.1(d)              list of all employees\n\nSchedule 11.2(f)              list of disabled employees\/leave of absences\n\nSchedule 11.5(c)              actuarial assumptions\n\nSchedule 11.8                 labor matters\n\nSchedule 12.16                reforestation requirements\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9336],"corporate_contracts_industries":[9457],"corporate_contracts_types":[9623,9622],"class_list":["post-43325","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-willamette-industries-inc","corporate_contracts_industries-manufacturing__paper","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43325","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=43325"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43325"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43325"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43325"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}