{"id":43453,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/management-agreement-willamette-industries-inc-john-hancock.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"management-agreement-willamette-industries-inc-john-hancock","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/management-agreement-willamette-industries-inc-john-hancock.html","title":{"rendered":"Management Agreement &#8211; Willamette Industries Inc., John Hancock Mutual Life Insurance Co., Willamette Columbia Timber Co. and Hancock Natural Resource Group Inc."},"content":{"rendered":"<pre>\n                             MANAGEMENT AGREEMENT\n\n                                     Among\n\n                      WILLAMETTE INDUSTRIES, INC. ('WI')\n               JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY ('JH')\n                     WILLAMETTE COLUMBIA TIMBER CO. ('WC')\n                 HANCOCK NATURAL RESOURCE GROUP, INC. ('HNRG')\n\n\n                              Dated May 15, 1996\n\n                             MANAGEMENT AGREEMENT\n\n\n    This Agreement is made and entered into May 15, 1996 by and among\nWILLAMETTE INDUSTRIES, INC., an Oregon corporation ('WI'), JOHN HANCOCK MUTUAL\nLIFE INSURANCE COMPANY, a Massachusetts corporation ('JH'), WILLAMETTE\nCOLUMBIA TIMBER CO., an Oregon corporation ('WC') and HANCOCK NATURAL RESOURCE\nGROUP, INC., a Delaware corporation ('HNRG').\n\n    WHEREAS, on May 15, 1996, WI closed the acquisition from HANSON NATURAL\nRESOURCES COMPANY, CAVENHAM ENERGY RESOURCES, INC. and CAVENHAM FOREST\nINDUSTRIES, INC. (collectively 'Hanson') of, among other assets, certain\ntimberlands (acquired at closing by WC) located in Columbia, Washington,\nClatsop and Tillamook Counties, Oregon, more particularly described on\nSchedule 1.1 to the Purchase Agreement (hereinafter defined) ('Timberlands'),\nand\n\n    WHEREAS, simultaneously JH and\/or its permitted designee (all references\nherein to JH as the purchaser of any portion of the Timberlands shall include\nits permitted designee) purchased from Hanson, as WI's designee(s), a portion\nof the Timberlands, and \n\n    WHEREAS, under Asset Sale, Purchase and Transfer Agreement Dated\nApril 23, 1996 ('Purchase Agreement') between WI and JH, JH has the right to\npurchase in the 18 months following May 15, 1996 (or such later date on which\nWI closes its said acquisition from Hanson ('Purchase Period') those parcels\nof the Timberlands not purchased at said May 15, 1996 closing into which the\nparties have divided the Timberlands for such potential future purchase\npurposes, including any parcel substituted pursuant to the terms of the\nPurchase Agreement ('Future Purchase Parcels'), and \n\n    WHEREAS, HNRG as the Investment Manager for JH will be designated as the\nManager hereunder, and \n\n    WHEREAS, pending expiration of the Purchase Period, the parties have\nagreed that HNRG shall, using the management services of The Campbell Group,\nInc. ('TCG'), manage that portion of the Timberlands during that portion of\nthe Purchase Period that such are owned by WC, such management to be under the\nterms and conditions hereinafter stated, the balance of the Timberlands to be\nalso managed by TCG during such time in accordance with the standards outlined\nin its existing management agreement with JH dated January 1, 1994, the\nobjective being to have TCG provide for the Timberlands during the Purchase\nPeriod the services herein stated; provided that any exchange parcel\nidentified in the Purchase Agreement that is hereafter substituted for the\nWilson River Tract portion of the Timberlands shall, if not located in Oregon,\nWashington or California, not be subject to this Management Agreement.  \n\n    NOW, THEREFORE, the undersigned agree as follows:\n\n    1.    Appointment of Manager.  Effective as of WC's acquisition of the\nTimberlands, WI hereby appoints and engages HNRG to act as manager (herein\nsometimes referred to as 'Manager') of that portion of the Timberlands owned\nby WC (herein the 'Managed Timberlands') and to provide the other services\nhereinafter described (collectively the 'Services') during the Purchase\nPeriod, subject to the terms and conditions of this Agreement, provided that\n(i) any Future Purchase Parcel acquired by JH during the Purchase Period\nshall, and (ii) should WI exercise its option under the Purchase Agreement to\nwithdraw the Wilson River Tract from the status of a Future Purchase Parcel\nunder the Agreement, upon such acquisition and\/or withdrawal, as the case may\nbe, the Purchase Parcel involved shall automatically be withdrawn from that\nportion of the Managed Timberlands subject to this Agreement; and reference\nherein to 'Managed Timberlands' shall be interpreted accordingly.\n\n    2.    Compensation.  Neither JH nor HNRG shall be entitled to any\ncompensation for the performance of their obligations under this Agreement.\n\n    3.    Acceptance of Appointment; Use of TCG.  HNRG hereby accepts the\nappointment as Manager and agrees to contract with TCG (for the fees specified\non Exhibit A) to provide the Services in a prudent, efficient and orderly\nmanner based on TCG's professional judgment and experience.  WI agrees that\nTCG is experienced in the performance of the Services and fully qualified to\nrender such Services; it being understood that Manager shall provide all of\nthe Services directly or indirectly through contract with TCG.  Manager's\ncontract with TCG will include the indemnity provisions substantially the same\nas those contained in Exhibit B attached hereto.  WI shall accept such\nindemnity in lieu of any direct claim against JH or HNRG for damage to the\nManaged Timberlands that WI may have against JH or HNRG based on the actions\nor omissions of HNRG in the performance of HNRG's obligations under this\nAgreement at all times that TCG is utilized by HNRG to perform all of the\nServices.  Provided always that nothing in this Section 3 or in any other\nsection of this Agreement shall exonerate JH or HNRG from any liability for\ndamages resulting from their own negligent or intentional acts or omissions. \nFurther, HNRG shall exercise the same degree of care regarding the monitoring\nof TCG's performance under its contract with TCG to provide the Services that\nHNRG normally exercises with regard to TCG's services in managing timberlands\nowned by JH in the Pacific Northwest.\n\n    4.    Harvest Plans.  Attached hereto as Exhibit C are Harvest Plans on\neach of the Future Purchase Parcels ('Plans') agreed to by the parties to this\nAgreement.  During the Purchase Period, Manager shall cause timber to be\nharvested from each of the Future Purchase Parcels in volumes at least up to,\nbut not exceeding the minimums and maximums, respectively, specified on\nExhibit C.  The Purchase Period as to each Future Purchase Parcel shall, of\ncourse, expire as to each such parcel at the closing of the purchase thereof\nby JH or at such earlier time as JH's rights to purchase such parcel shall\nterminate.  Using anticipated harvest and maintenance costs, together with\nanticipated market prices during the Purchase Period, the Plans have been\ndesigned to generate sufficient income from the Future Purchase Parcels to\ncover not only all harvest costs and operating expenses for such Parcels, but\nalso to the extent warranted by market conditions, WI's financing costs (as\nagreed to by the parties) for such Parcels (such costs being defined in and\nbased on the option prices for the Future Purchase Parcels set forth in the\nPurchase Agreement).  In no event shall any harvest or operating plan under\nthis Agreement provide for the export to any location outside the United\nStates of America of logs harvested from any Future Purchase Parcel during the\ntime such Parcel is owned by WI or WC.\n\n    5.    Payment of Net Cash Income.  All Net Cash Income (as defined on\nExhibit D attached) in excess of agreed upon minimum net working capital\nreserves allocated as to each Future Purchase Parcel shall be paid over to WC\nby Manager within Forty-five (45) days from the end of each calendar quarter\nending during the Purchase Period and, if JH shall not have purchased such\nFuture Purchase Parcel, within 45 days from the end of the Purchase Period\n(should the Purchase Period end on a day other than the last day of a calendar\nquarter) covering the final segment of the Purchase Period.  For the purposes\nof this Agreement, net cash income shall be computed without any deduction for\ncosts of reforestation or capital improvements.  The Purchase Period for the\npurposes of this Agreement shall be deemed to end on the earliest to occur of\nthe following: \n\n          (1)   The date that JH notifies WI that JH elects to terminate the\n                Purchase Period prior to its full scheduled term and to waive\n                any unexercised option on the unpurchased Future Purchase\n                Parcel(s).\n\n          (2)   The date agreed to by JH and WI in writing as the termination\n                date of the Purchase Period.\n\n          (3)   The date of the closing of the sale by WI to JH of the last\n                of the Future Purchase Parcels, JH having previously\n                purchased (or is purchasing simultaneously) the other four\n                (three should WI have withdrawn the Wilson River Tract from\n                the Future Purchase Parcels and substituted therefor an\n                exchange parcel not located in Oregon, Washington or\n                California) Future Purchase Parcels.\n\n          (4)   The date JH forfeits any further rights to exercise any\n                unexercised purchase option(s) by reason of its failure to\n                close in a timely fashion, a previously exercised option on a\n                Future Purchase Parcel(s).\n\n          (5)   5:00 p.m. PST on November 14, 1997 (or such later date as the\n                Purchase Period shall expire by reason of a delay in the\n                Hanson closing).\n\n    6.    Purchase Price Credit.  At the closing of the purchase by JH of any\nFuture Purchase Parcel, JH shall be entitled to a credit against the purchase\nprice thereof of an amount equal to the net cash income from such parcel paid\nto WC that is attributable to the Purchase Period.  Any such net cash income\nnot actually paid to WC shall not be deemed a credit against the purchase\nprice, but shall be payable to JH rather than to WC.  As stated, JH may cause\none or more of its permitted designees (as authorized under the Purchase\nAgreement) to be the actual buyer or one of the buyers of one or more Future\nPurchase Parcels.  In such event, any credit against the price of the Future\nPurchase Parcel available under this Section shall be available allocably to\nsuch designee(s).\n\n    7.    Property Related Services.  The Manager shall develop and\nimplement, and periodically review and update, an operating plan (including\nthe Plans discussed in Section 4 above) and operating budget for each Future\nPurchase Parcel.  No such operating plan or operating budget shall be\nimplemented in any aspect until such plan or budget has been approved in\nwriting by WC.  WC agrees that it will approve or disapprove any operating\nplan or budget and any proposed variation therefrom within ten (10) business\ndays from the date WC receives such in writing.  As used herein, 'business\ndays' shall mean all weekdays that WI's executive offices in Portland, Oregon\nare open for business.  The Manager will endeavor to obtain all necessary\npermits and approvals to operate and manage each Future Purchase Parcel as\ncommercial timberlands; shall endeavor to obtain relief or abatements from\ngovernmental and quasi-governmental bodies with jurisdiction over each Future\nPurchase Parcel as appropriate; shall negotiate and conclude agreements and\narrangements to maintain each Future Purchase Parcel as commercial timberland,\nincluding without limitation agreements and arrangements with contractors,\nsubcontractors, and forestry specialists and experts; and take such other\naction as may be reasonable under the circumstances including without\nlimitation the contracting for the harvesting of timber or other products from\nthe Future Purchase Parcels.  \n\n          All contracts, agreements or easements of any nature whatsoever\nentered into by Manager or by TCG in the performance of the Services shall\ncontain a specific provision, unless WI or WC shall otherwise agree in\nwriting, that such shall be terminable, by WI or WC, to the extent that such\nrelates to Future Purchase Parcels then owned by WC or WI, without notice, and\nwithout penalty or premium, upon the expiration or termination of this\nManagement Agreement.\n\n          The parties recognize that TCG manages extensive timberlands for JH\nin Oregon, Washington and California, and that subject to the plans and the\nspecific provisions and limitations of this Agreement, HNRG shall engage TCG\nto act as Manager's agent in managing the Managed Timberlands by performing\nthe scope of management that TCG is currently providing for the other\ntimberlands of JH in the aforesaid states.  A specific enumeration of such\nmanagement duties that TCG is now performing for Manager on other properties\nis set forth on Exhibit F attached.\n\n          In the event of emergencies or natural disasters that threaten the\nvalue or well-being of the Managed Timberlands, Manager shall have the\nobligation to protect the Property and the right to expend up to a sum equal\nto the greater of (i) $25,000.00 or (ii) an amount that excess any applicable,\nbudgeted line item by not more than 15%, in extra-budgetary funds for such\npurpose without prior approval of WC or WI, subject to all other provisions of\nthis Agreement.  Manager shall notify WC immediately of any such expenditure\nand the reason therefor.  In the event of any such emergency or natural\ndisaster which necessitates an expenditure of funds in excess of the monetary\nlimitations set forth above, Manager shall obtain the approval of WC or WI\nbefore expending any such excess funds above the monetary limits set above,\nand Manager shall seek such approval in a timely manner.\n\n          Provided always that none of the following items as to the Managed\nTimberlands shall be undertaken by Manager without the prior written consent\nof WC; which consent will not be unreasonably withheld:\n\n          (1)   New road or bridge construction.\n\n          (2)   Repairs, improvements or maintenance of an existing road or\n                bridge (which items shall be deemed items of operational\n                expense and not as capital improvement items) with an\n                anticipated cost in excess of $500,000.\n\n          (3)   Any other work that is normally classified in the timber\n                industry as a capital improvement (rather than as an\n                operational expense).\n\n          (4)   Any actions not within the scope of an operating plan\n                approved by WI or WC.\n\nAnticipating that JH will be purchasing the Future Purchase Parcels, neither\nWI nor WC shall, during the Purchase Period, have the right to unilaterally\ndirect Manager to construct any capital improvements on any Future Purchase\nParcel.\n\n          At all times, WI and\/or WC shall have the right, at the expense of\nWI or WC, to monitor the activities of TCG in managing the Managed\nTimberlands, including the inspection at all reasonable times of any records\nof TCG directly relevant thereto.\n\n    8.    Bank Account; Cash Flow.  Cash flow from the Managed Timberlands\nwill be collected, segregated for accounting purposes as to each Future\nPurchase Parcel, and held by the Manager in a bank account or accounts\nmaintained in the Manager's name, but which shall be identified on the books\nand records of the Manager and the applicable bank as a customer account of\nthe Manager held for the benefit of WC.  Moneys in such account(s) shall be\nsegregated from other moneys belonging to the Manager.  The Manager shall pay\nall property related expenses out of such account(s) (including, without\nlimitation, the fees due TCG and all property related taxes and assessments).\n\n          The Manager shall maintain in such bank account a reasonable\nworking capital reserve at all times.  Manager shall advance any cash needed\nto fund the initial timber operations on the Future Purchase Parcels under\nthis Agreement, to be repaid, without interest or other compensation for the\nuse of such funds, from the initial income receipts (prior to any payments to\nWC) from the Future Purchase Parcel for which such initial cash was advanced. \nIf, at any time, the amount of cash in the account, together with the cash\nflow expected to be received by the Manager from the Managed Timberlands, is\ninsufficient to pay the operational expenses (but not including reforestation\nor capital improvement costs) of the Managed Timberlands (including the\nmonthly management fees due TCG), the Manager shall provide additional working\ncapital.\n\n          Funds required to pay for reforestation costs and capital\nimprovements shall be advanced by Manager, but shall not be paid from the\nincome generated by harvest activity on the Future Purchase Parcels.  Should\nJH purchase any Future Purchase Parcel on which such reforestation or capital\nimprovements are located, JH shall receive no credit for the costs of such\nitems against the purchase price due WC therefor, but should JH not so\npurchase, WC shall reimburse Manager for the costs of such reforestation or\ncapital improvements paid by Manager (not to include any interest or other\ncompensation for use of such funds), related to a Future Purchase Parcel, but\nonly if such were included and even if included only to the extent authorized,\nin an operating plan or budget approved in writing by WC or WI, such\nreimbursement to be paid within Thirty (30) days of the date JH's option\nrights to so purchase have terminated or expired for any reason whatsoever.  \n\n    9.    Unreimbursed Advances for Expenses.  Should the Purchase Period as\nto a Future Purchase Parcel terminate or expire without JH or its permitted\ndesignee purchasing same, the Manager shall be promptly reimbursed by WC for\nall unreimbursed operational expenses incurred in connection with such\nunpurchased Parcel (but only if such expenses were within the scope of an\noperating plan or budget (or variance therefrom) approved in writing by WI or\nWC), and paid from moneys advanced by Manager, including but not limited to: \nall fees charged by TCG (or its replacement); and fees payable to federal,\nstate and other governmental units or agencies; costs of insurance and\ninsurance brokers; audit and accounting fees of independent accountants; legal\nfees, closing costs and other expenses relating to the Services; all direct\non-site expenses, such as property surveillance, site preparation, insect,\nanimal and stocking control, fire suppression and other reasonable and\ncustomary or appropriate activities.\n\n    10.   The Campbell Group, Inc.  Should TCG be unable for any reason to\nperform the Services required of HNRG hereunder, or should TCG's Services be\nterminated by HNRG for a material breach of its duties regarding the Managed\nTimberlands or of that portion of the Timberlands owned by JH, WC and JH shall\npromptly agree upon a replacement for TCG.  In such event, reference herein to\n'TCG' shall mean such replacement for TCG, unless the content of this\nAgreement shall otherwise require.  As under the terms of the Purchase\nAgreement, while WI or JH will be the initial purchaser from Hanson, TCG will\nbe the ultimate purchaser from JH, WC or WI of a number of tangible personal\nproperty items required to operate the Timberlands, as well as the potential\nemployer of several employees formerly employed by Hanson who are experienced\nand familiar with the operation of the Timberlands, HNRG shall cause TCG to\nagree prior to TCG's undertaking its duties with regard to the Managed\nTimberlands that, at such time, for whatever reason whatsoever, TCG is\ndischarged or resigns from its status as the actual service provider, TCG\nshall sell and HNRG (or its new service provider) shall buy at the price paid\ntherefor by TCG or the then current fair market value, whichever is less, all\npersonal property items so purchased by TCG, excluding only those items whose\nuse is limited to property not included in the Timberlands or which have been\ndisposed of as being unnecessary to the performance of the Services.\n\n    11.   Reports and Audits.  Within sixty (60) days following the end of\neach calendar quarter ending during the Purchase Period, and within 60 days\nfollowing the end of the Purchase Period, the Manager shall provide WI with a\nquarterly report summarizing activity by Future Purchase Parcel during the\napplicable period, including harvest activity, a cash flow statement and a\ncash reconciliation showing the balances held in any bank account maintained\npursuant to this Agreement.  Within 60 days following the end of the calendar\nyear and, if later, the end of the Purchase Period, Manager shall also provide\nWI with a modified balance sheet and modified income statement (but not\nincluding any depletion items, the calculation of which shall remain the\nresponsibility of WI) covering the Managed Timberlands for the period(s) such\nwere owned by WC for the respective periods.  WI, at its own expense, upon not\nless than five business day's prior written notice to the Manager and TCG\nshall  have the right to inspect and audit the Manager's and TCG's books and\nrecords (Manager shall cause TCG to allow such inspection and audit) relating\nsolely to performance of the Services under this Agreement, including all\ncosts, expenses and fees incurred or paid hereunder and directly related to\nthe Managed Timberlands.  Provided, that should such audit disclose that the\ncash income from the Managed Timberlands for a tax-reporting period of WI or\nWC  has been understated by at least 5% or that the expenses for any such\nperiod have been overstated by at least 5%, Manager shall promptly reimburse\nWI or WC upon demand for the reasonable costs of such audit.  In all events,\nManager shall provide all available information regarding the Managed\nTimberlands as may reasonably be required to facilitate the timely filing by\nWC and WI of income tax returns and other legally required forms.  Provided\nalways that such information or other reports or financial data to be provided\nunder this Section 11 need not include audited data or accrual basis\nstatements complying with generally accepted accounting principles so long as\nsuch data is of the type Manager normally requires of TCG relative to other\ntimberlands managed by TCG for Manager.  Further, no information or reports\nshall be required of Manager that cannot be compiled from the records of\nManager or of TCG.  The audit and records inspection rights set forth in this\nSection 11 shall survive termination of this Agreement.\n\n    12.   Vernonia Office and Storage Facilities Equipment and GIS Lease. \nCurrently, the employees providing management services for the Managed\nTimberlands are officed in or operate from office and storage facilities\nlocated on one of the Future Purchase Parcels.  During the term of this\nManagement Agreement until such time as JH or its designee shall purchase the\nlast Parcel available for purchase under the Purchase Agreement, WC and\/or WI,\nwhichever may be the owner of the Vernonia office and storage facilities, the\nequipment (including computer hardware and software) now located in such\noffice and storage facilities and the holder of the lessee's interest in Sun\nSparc Columbia GIS Lease #00123911-00001 ('Lease'), shall permit HNRG and its\ntimber manager to utilize such facilities, equipment and items covered by the\nLease to the extent such are now located in the Vernonia office and were used\nin the operation of Timberlands (which includes any real property covered by\nthe Purchase Agreement owned in fee by Hancock or a designee thereof) by\nHanson, in consideration of the rental set forth herein, for performance of\nthe services called for in this Agreement.  The monthly rental charge for such\nutilization shall be $650.00, plus $1,641.93 to cover the monthly rental\nobligation under the Lease (prorated for partial months), said $650 being\npayable at the end of the month or partial month to which the charge is\nattributable.  Manager shall make the Rental payments due under the Lease\ndirectly to the lessor thereunder, at the times provided for therein, during\nthe term of this Agreement.  In addition, HNRG shall maintain such facilities,\nequipment and leased items in good condition and repair, normal wear and tear\nand structural repairs excepted, as well as maintaining fire and extended\ncoverage casualty insurance thereon to the extent of the full insurable value\nthereof; provided, that in all events, the leased items shall be insured and\nmaintained as set forth in the Lease.  Any other obligations required of the\nlessee under the Lease shall be assumed by Manager for the term of this\nAgreement to the extent such relates to the Managed Timberlands.  The total\ncost of such monthly rental, repairs, insurance and any other obligations set\nforth in this Section 12 or under the Lease shall be deemed an operating\nexpense and shall be allocated 14% to each Future Purchase Parcel (17%, should\nthe Wilson River parcel be withdrawn by WI and for which a substitute parcel\nis not provided that is subject to this Agreement, from the effective date of\nsuch withdrawal) still owned by WC or WI at the end of each month, with the\nbalance treated as an operating expense of that portion of the Timberlands\nowned by JH or a designee thereof as of the allocation date.  At such time as\nJH or its designee purchases the last of the Future Purchase Parcels, title to\nall such facilities, equipment and the lessee's interest in the Lease (to the\nextent assignable and to the extent such applies to the Timberlands then owned\nby Hancock or a designee thereof) shall be conveyed to JH or its designee.\n\n    13.   Guarantee by WI.  WI hereby guarantees the performance by WC of all\nof WC's obligations under this Agreement.\n\n    14.   Emergency Control.  Anything to the contrary in this Agreement\nnotwithstanding, upon the threatened or actual occurrence of a fire or similar\nemergency involving actual or threatened material damage to any part of the\nManaged Timberlands, WI and\/or WC shall have the option to temporarily\nterminate all rights of Manager hereunder to physically manage all or a\ndesignated portion of the Managed Timberlands and to assume complete physical\nmanagement and control thereof during an 'Assumption Period' (directly and\/or\nusing the services of a third party or parties) for the duration (to be\ndetermined in WC's or WI's reasonable discretion) of such actual or threatened\nemergency situation.  Any such assumption of physical management and control\nshall be effective upon receipt by JH and TCG of an appropriate notification\n('Assumption Notice') specifying the basis for such and the portion, if less\nthan all, of the Managed Timberlands involved.  Such a control assumption\nshall terminate only upon receipt by JH and TCG of written notice of such\ntermination at least two business days prior to the termination date.  All\nduties and responsibilities of Manager under this Agreement as to physical\ncontrol of the portion of the Managed Timberlands subject to an Assumption\nNotice shall be suspended for the period of such assumption.  However, Manager\nshall cause TCG, to all feasible extent, to assist WI or WC, both personnel-\nwise and equipment-wise during the Assumption Period.  All actions of WI and\nWC during such Assumption Period shall conform to industry standards for\nNorthwest Oregon commercial timberlands taking into account the nature of the\nspecial situation causing the Assumption Notice to be given.  Reasonable\nexpenditures by WC or WI in connection with the effected property during the\nAssumption Period shall be repayable from the timber sales off of the Future\nPurchase Parcel in question, but need not be advanced by Manager.\n\n    15.   Fire Suppression Standards.  Manager shall cause TCG to prepare and\nsubmit to WC, as soon as reasonably practicable, a proposed outline of the\nfire suppression standards for the Managed Timberlands.  Upon approval thereof\n(in the form so submitted or as modified) by WC, Manager shall instruct TCG to\ncomply with such standards with regard to the Managed Timberlands.\n\n    16.   Default.  In the event Manager fails to carry out its obligations\nunder this Agreement in any material respect and if such failure is not cured\nwithin 30 days after written notice of such default, WC may, at its option,\nterminate this Agreement without prejudice to any claim it may have for\ndamages suffered by it as a result of Manager's default.  Provided that if the\nfailure by Manager is not reasonably curable in 30 days, WC shall not have\nsuch termination option if Manager shall commence to cure such default within\nsaid 30-day cure period and shall diligently pursue such correction until\ncompleted.\n\n    17.   Title.  WI and WC agree that at all times a Purchase Parcel is\nsubject to rights to purchase by JH (or other permitted purchaser) under the\nPurchase Agreement, fee title thereto shall be vested in WC or WI.\n\n    18.   Arbitration.  Any question, controversy or claim arising under or\nrelating to this Agreement, including without limitation any failure to agree\nupon a replacement for TCG (see Section 10 hereof) or the failure to agree\nupon an operating plan or operating budget (see Section 7 hereof), shall be\nsettled by arbitration in accordance with the rules of the American\nArbitration Association and the provisions of the laws of the State of Oregon\nrelating to arbitration, as said rules and laws are in effect on the date of\nthis Agreement.  The arbitration shall be conducted in Portland, Oregon, by\nand before a single arbitrator, who is experienced in the problem or problems\nin dispute, to be agreed upon by WC and HNRG, or if they are unable to agree\nupon an arbitrator within ten (10) days after written demand by either party\nfor arbitration, then, at the written request of either party, the arbitrator\nshall be appointed by the American Arbitration Association, or failing such\nappointment, by the Circuit Court of the State of Oregon, Multnomah County,\nfor proceedings to obtain a judgment with respect to any award rendered\nhereunder shall be undertaken in accordance with the law of the State of\nOregon including the conflicts of laws provisions thereof.\n\n    19.   No Recordation.  Neither this Agreement nor a memorandum hereof\nshall be recorded in any jurisdiction or public record.\n\n    20.   Counterparts.  This Agreement may be executed in counterparts, each\nof which shall be an original, but which together shall constitute one and the\nsame Agreement.\n\n    21.   Tables of Contents and Headings.  The table of contents and section\nheadings of this Agreement and titles given to Exhibits to this Agreement are\nfor reference purposes only and are to be given no effect in the construction\nor interpretation of this Agreement.\n\n    22.   Term and Termination.  Unless the term of this Agreement is\nextended or sooner terminated by written agreement of the parties hereto, this\nAgreement shall continue in full force and effect until the termination of the\nPurchase Period.\n\n    23.   Notices.  Any notice or other communication required or permitted\nhereunder shall be in writing and may be delivered personally or by commercial\novernight carrier, telecopied, telegraphed, telexed, or mailed (postage\nprepaid via the US postal service) to the applicable party at the following\naddress (or at such other address as the party may designate in writing from\ntime to time); however, any such notice or communication shall be deemed to be\ndelivered only when actually received by the party to whom it is addressed:\n\n    JH and HNRG:  Hancock Natural Resource Group, Inc.,\n                        200 Clarendon Street\n                        P.O. Box 111\n                        Boston, MA 02117\n                        Attention:  Daniel P. Christensen\n                        Fax:  (617) 572-4090\n\n      Copy to:          The Campbell Group, Inc.\n                        One S.W. Columbia\n                        Suite 1720\n                        Portland, OR 97258\n                        Attention:  Stanley G. Renecker or John Gilleland\n                        Fax:  (503) 275-9667\n\n            WI:         Willamette Industries, Inc.\n                        2730 Pacific Blvd. S.E.\n                        P.O. Box 907\n                        Albany, Oregon 97231\n                        Attention:  Duane McDougall, Vice President\n                                    Building Materials Group\n                        Fax:  (541) 967-7183\n\n            WC:         Willamette Columbia Timber Co.\n                        2730 Pacific Blvd. S.E.\n                        P.O. Box 907\n                        Albany, Oregon 97231\n                        Attention:  Duane McDougall, Vice President\n                        Fax:  (541) 967-7183\n\n      24.   Waivers and Amendments.  This Agreement may be amended or\nmodified, and the terms and conditions hereof may be waived, only by a written\ninstrument signed by each of the parties hereto.  No delay on the part of any\nparty in exercising any right or power hereunder shall operate as a waiver of\nany such right or power, and no single waiver (or partial exercise) of any\nright or power shall preclude any other exercise thereof or of any other right\nor power.\n\n      25.   Assignments; Binding Effect.  Neither this Agreement, nor any\nright or obligations hereunder, may be assigned (whether by operation of law\nor otherwise) without the prior written consent of the other parties hereto;\nprovided WI may assign this Agreement and its rights and obligations hereunder\nto a wholly-owned subsidiary if, at the time of such assignment, WI shall\nirrevocably and unconditionally guaranty payment and performance of such\nwholly-owned subsidiary's obligations under this Agreement pursuant to a\nguaranty agreement reasonably acceptable in form and substance to Manager. \nThis Agreement and all rights and obligations of the respective parties shall\nbe binding upon and enure to the benefit of the permitted successors and\nassigns of each party.\n\n      26.   Governing Law.  This Agreement shall be administered, construed\nand enforced according to the laws of the State of Oregon (without regard to\nany conflict of laws provision).\n\n      27.   Entire Agreement; Severability.  This Agreement embodies the\nentire understanding of the parties and supersedes any prior agreements or\nunderstandings with respect to the subject matter hereof, but not including\nthe Purchase Agreement.  Should one or more of the provisions of this\nAgreement be held by any court to be invalid, void or unenforceable, the\nremaining provisions shall nevertheless remain in full force and effect.\n\n      28.   Attorneys Fees.  Should any litigation be commenced between any\nparty to this Agreement for specific performance, injunction, declaratory\nrelief, damages, or any other remedy provided by law, the prevailing party, in\naddition to such other relief as may be granted in such action, shall be\nentitled to recover from the losing party a reasonable sum as and for its\ncosts and attorneys' fees incurred both at and in preparation for arbitration,\ntrial and any appeal or review, such sums to be set by the arbitrator(s) or\ncourt(s) before which the matter is heard.  This provision shall include costs\nand attorneys' fees incurred in Bankruptcy Court, including those pertaining\nto issues unique to bankruptcy.\n\n      29.   Exhibits.  The following Exhibits are attached to this Agreement:\n\n            Exhibit A.  Property Management Fees.  The Campbell Group, Inc.\n\n            Exhibit B.  Indemnity provisions.\n\n            Exhibit C.  Harvest Plans.\n\n            Exhibit D.  Definition of Net Cash Income.\n\n            Exhibit E.  Specific Enumeration of TCG's Management Duties For\n                        Manager or Manager's Existing Northwest Properties.\n\n      IN WITNESS WHEREOF, the undersigned have caused this Agreement to be\nduly executed and delivered as of the date first written above.\n\n\nWILLAMETTE INDUSTRIES, INC., an Oregon corporation\n\n\nBy: \/s\/ J. A. Parsons\nName:   J. A. Parsons\nTitle:  Executive Vice President, CFO\n\n\nWILLAMETTE COLUMBIA TIMBER CO., an Oregon corporation\n\n\nBy: \/s\/ J. A. Parsons\nName:   J. A. Parsons\nTitle:  Vice President\n\n\nJOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY\nBY:  HANCOCK NATURAL RESOURCE GROUP, INC. Its Investment Manager\n\n\nBy: \/s\/ Wm. R. Gordan\nName:   Wm. R. Gordan\nTitle:  President and CEO\n\n\n                       Exhibits to Management Agreement\n\nExhibit A         Property Management Fees.  The Campbell Group, Inc.\n\nExhibit B         Indemnity Provisions\n\nExhibit C         Harvest Plans\n\nExhibit D         Definition of Net Cash Income\n\nExhibit E         Specific Enumeration of TCG's Management Duties for Manager\n                  or Manager's Existing Northwest Properties\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7715,9336],"corporate_contracts_industries":[9445,9457],"corporate_contracts_types":[9623,9622],"class_list":["post-43453","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hancock-john-financial-services-inc","corporate_contracts_companies-willamette-industries-inc","corporate_contracts_industries-insurance__life","corporate_contracts_industries-manufacturing__paper","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43453","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=43453"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43453"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43453"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43453"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}