{"id":43559,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/right-of-first-offer-agreement-willamette-industries-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"right-of-first-offer-agreement-willamette-industries-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/right-of-first-offer-agreement-willamette-industries-inc-and.html","title":{"rendered":"Right of First Offer Agreement &#8211; Willamette Industries Inc. and John Hancock Mutual Life Insurance Co."},"content":{"rendered":"<pre>                        RIGHT OF FIRST OFFER AGREEMENT\n\n          This agreement is made and entered this 15th day of May, 1996, by\nand between Willamette Industries, Inc., an Oregon corporation ('Seller'), and\nJohn Hancock Mutual Life Insurance Company, a Massachusetts corporation\n('Buyer').\n\n                                   RECITALS:\n\nA.        Seller and Buyer are parties to an Asset Sale, Purchase and\nTransfer Agreement dated April 26, 1996 (the 'Purchase Agreement'), pursuant\nto which Seller has agreed to buy certain timberland and related assets in the\nstate of Oregon.\n\nB.        All capitalized terms not otherwise defined herein shall have the\nmeanings given in the Purchase Agreement.\n\nC.        Buyer and Seller desire to enter into this Agreement to provide\nSeller with certain rights with respect to the Timberland Properties.\n\n          NOW, THEREFORE, it is agreed as follows:\n\n    1.    Notwithstanding anything to the contrary in this Agreement for a\nperiod of 25 years following the Initial Closing, any sale or other transfer\nby Buyer of its interest in the Timberland Properties, or any portion thereof,\nother than Exempt Transfers as defined in Section 5 shall be subject to\nSeller's right of first offer as provided below.\n\n    2.    Subject to the provisions of Section 1, in the event Buyer desires\nto sell or otherwise transfer, whether directly or indirectly, all or any part\nof the Timberland Properties (the 'Offered Property'), it shall give a notice\n(the 'First Offer Notice') to Seller.  The First Offer Notice shall specify\nthe price and terms of sale including, without limitation, the description of\nthe Offered Property, the type of deed to be delivered, the exceptions to\nwhich the Offered Property will be subject, whether or not title insurance\nwill be provided, and the allocation of responsibility for sales and\ndocumentary taxes and other closing costs.  The First Offer Notice shall\nconstitute an offer by Buyer to sell its interest in the Offered Property to\nSeller on the price and terms and conditions set forth in such notice. \nSeller, if it desires to accept such offer, shall, within 30 days after the\ngiving of the First Offer Notice, give Buyer written notice to such effect\n(the 'Acceptance Notice').  If Seller shall fail to give the Acceptance Notice\nwithin the time period provided, Seller shall be deemed to have consented to\nthe proposed sale and Buyer may sell its interest in the Offered Property upon\nthe price and terms and conditions set forth in the First Offer Notice at any\ntime within six months of the expiration of the time period for the giving of\nthe Acceptance Notice; provided, however, that Buyer may only, during such\nperiod, sell at any price equal to or greater than 100 percent the price\nstated in the First Offer Notice and on terms no more favorable to the\npurchaser than the terms included in the First Offer Notice.\n\n    3.    In the event that Seller gives Buyer an Acceptance Notice, then, on\nsuch business day as Seller shall set forth in the Acceptance Notice, which\nshall be not less than 30 days nor more than 90 days after the giving of the\nAcceptance Notice, Seller shall purchase the Offered Property for the purchase\nprice stated in the First Offer Notice and upon the other terms and conditions\nof the First Offer Notice.  The closing of the sale shall be held in the\noffices of The Campbell Group, Inc., in Portland, Oregon, or at such other\nplace as the parties to the sale may mutually agree, on the date selected as\nprovided above.  At the closing, Buyer shall deliver to Seller its deed in the\nform and subject to the exceptions stated in the First Offer Notice.\n\n    4.    Notwithstanding anything to the contrary in this Agreement, if any\npart of the Offered Property to be purchased by Seller pursuant to this\nAgreement does not have legal, historical, or practical access rights\nsufficient for timber harvest activity in accordance with then current\nindustry practices for Northwestern Oregon, then such purchase shall include,\nwhether or not described in the First Offer Notice or the Acceptance Notice\nwith respect thereto, additional land or easements providing for such rights\nof way for access and utilities over reasonable routes on or appurtenant to\nsuch Offered Property but over land owned by Buyer or entities controlled by\nBuyer as shall be necessary for Seller, its successors and assigns, to have\nsuch access, in perpetuity, to the purchased Offered Property.  No such\neasements shall unreasonably interfere with Buyer's current or contemplated\nforestry operations.\n\n    5.    The provisions of this Agreement shall not apply to discretionary\nsales by Buyer and entities controlled by Buyer of not more than 10,000 acres\nin the aggregate, cutting contracts entered into by Buyer and entities\ncontrolled by Buyer of not more than 10,000 acres in the aggregate, none of\nwhich shall have a duration in excess of 36 months; transfers or leases\n(including the assignment of existing leases) of mineral rights, including but\nnot limited to the transfer or leasing of geological formations useful for the\nunderground storage of natural gas, compressed air, and other gaseous\nsubstances; right of way easements granted in the ordinary course of business,\nchanges of ownership between Buyer and controlled entities, or distributions\nin kind to owners of a controlled entity (collectively 'Exempt Transfers');\nprovided that Buyer shall give Seller written notice of each proposed Exempt\nTransfer at least 30 days prior to the consummation of the transfer and;\nprovided further that in case of changes of ownership between Buyer and\ncontrolled entities or distributions in kind, the property transferred shall\nremain subject to the provisions of this Agreement and Buyer shall deliver to\nSeller a written acknowledgment of the transferee that it is bound by the\nprovisions of this Agreement.\n\n    6.    In the event of a sale to a third party pursuant to paragraph 2 or\nan exempt transfer to an independent third party pursuant to paragraph 5,\nSeller shall, at the request of Buyer, execute and acknowledge a memorandum\nfor recording to evidence that the transferred property is no longer subject\nto Seller's rights under this Agreement.\n\n    7.   The parties shall cause a memorandum of Seller's Right of First\nOffer in the form of Exhibit A attached hereto, to be recorded in the official\nrecords of Columbia County, Washington County, Clatsop County, and Tillamook\nCounty, Oregon.\n\n    8.    Any question, controversy, or claim arising under or relating to\nthis Agreement shall be settled by arbitration in accordance with the\nprovisions of Section 9.2 of the Purchase Agreement, except that the\narbitration hearing shall be held in Portland, Oregon.\n\n    9.    Any notices to be delivered pursuant to this Agreement will be\ndelivered as specified in Section 12.5 of the Purchase Agreement.\n\n    10.  This Agreement shall be binding on each buyer under the Purchase\nAgreement controlled by Buyer.  Seller may require as a condition of\nconveyance of a portion of the Timberland Properties to any buyer controlled\nby Buyer other than Buyer, that such buyer execute an instrument agreeing to\nbe bound by the terms of this Agreement.\n\n\n    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe date first above written.\n\n                            WILLAMETTE INDUSTRIES, INC., an Oregon\n                            corporation\n\n\n                            By: \/s\/ Steven R. Rogel\n                                    Steven R. Rogel\n                                    President and Chief Executive Officer\n\n\n                            JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY, a\n                            Massachusetts corporation\n\n\n                            By: \/s\/ Paul A. Meissner, Jr.\n                            Name:   Paul A. Meissner, Jr.\n                            Title:  Assistant Treasurer\n\n                  Exhibits to Right of First Offer Agreement\n\nExhibit A       Memorandum of Right of First Offer Agreement\n\nExhibit 1       Legal Description of Timberland Properties\n\n\n\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-43559","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\/43559","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=43559"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43559"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43559"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43559"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}