Share Purchase Agreement Dated April 14, 2004



 





Exhibit 4.20




SHARE PURCHASE AGREEMENT




BETWEEN




BOISE CASCADE CORPORATION,




ABITIBI-CONSOLIDATED COMPANY OF CANADA,




THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY,




ALLSTATE INSURANCE COMPANY,




AND




VOYAGEUR PANEL LIMITED




AND




AINSWORTH LUMBER CO. LTD.,




a corporation amalgamated under the laws of British Columbia,




Dated the 14th day of April, 2004




 









 








SHARE PURCHASE AGREEMENT




THIS AGREEMENT dated the 14th day of April, 2004,




B E T W E E N:





	 	 	 	BOISE CASCADE CORPORATION,

a corporation incorporated under the laws of the State of Delaware

(hereinafter called “Boise”),
	 
	 	 	 	ABITIBI-CONSOLIDATED COMPANY OF CANADA,

a corporation incorporated under the laws of Quebec

(hereinafter called “ACI”),






	 	 	 	THE NORTHWESTERN MUTUAL LIFE INSURANCE 
COMPANY,
a corporation incorporated under the laws of the State
of 
Wisconsin

(hereinafter called “Northwestern”), and
	 
	 	 	 	ALLSTATE INSURANCE COMPANY

a corporation incorporated under the laws of the State
of Illinois

(hereinafter called “Allstate”),
	 
	 	 	 	(hereinafter collectively called the “Vendors”),





AND:





	 	 	 	VOYAGEUR PANEL LIMITED

a corporation incorporated under the laws of Canada

(hereinafter called “Voyageur”)





AND:





	 	 	 	AINSWORTH LUMBER CO. LTD.,

a corporation amalgamated under the laws of British
Columbia,

(hereinafter called the “Purchaser”).





WHEREAS





	 	(a)	 	The Vendors collectively are the registered holders and
beneficial owners of all of the issued and outstanding shares in the
capital of Voyageur.
	 
	 	(b)	 	The Vendors wish to sell to the Purchaser and the Purchaser
wishes to purchase from the Vendors the Purchased Shares on the
terms and conditions set out in this Agreement;




 









 











     NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the
respective covenants, agreements, representations and warranties herein
contained and for other good and valuable consideration (the receipt and
sufficiency of which are acknowledged by each party hereto), the Vendors, the
Purchaser and Voyageur (collectively, the “Parties” and individually, a
“Party”) covenant and agree as follows:



ARTICLE 1 - INTERPRETATION




1.1 Defined Terms




     For the purposes of this Agreement, unless the context otherwise requires,
the following terms shall have the respective meanings specified or referred to
below and all grammatical variations of such terms shall have corresponding
meanings:




	 	(a)	 	“ACI” has the meaning set out on the first page hereof;
	 
	 	(b)	 	“Act” means the Canada Business Corporations Act as in effect
on the date hereof;
	 
	 	(c)	 	“Advance Ruling Certificate” means an advance ruling
certificate issued by the Commissioner of Competition pursuant to
section 102 of the Competition Act with respect to the transactions
contemplated by this Agreement;
	 
	 	(d)	 	“Affiliate” has the meaning attributed to that term in the
Act;
	 
	 	(e)	 	“Agreement” means this Share Purchase Agreement and all
amendments hereto made by written agreement between the Parties
hereto, “herein” and similar expressions mean and refer to this
Agreement and not to any particular Article, section, subsection or
Schedule;
	 
	 	(f)	 	“Allstate” has the meaning set out on the first page hereof;
	 
	 	(g)	 	“Auditor” means KPMG;
	 
	 	(h)	 	“Auditor’s Engagement Letter” means the letter under which
the Auditor agrees to perform certain services for Voyageur in
respect of the financing being arranged by the Purchaser for the
transactions contemplated in this Agreement, in the form attached as
Schedule 5.5;
	 
	 	(i)	 	“Auditor’s Report” has the meaning set out in section 2.4;
	 
	 	(j)	 	“Boise” has the meaning set out on the first page hereof;
	 
	 	(k)	 	“Bonus Purchase Price” means the lesser of:






	 	(i)	 	two thirds of the amount, if any, by which the
weighted average mill net price received by Voyageur for the
sale of oriented strand board products in the Business during
the period commencing on the Closing Date and




 









 






	 	 	 	ending on December 31, 2004 exceeds Cdn. $275 per thousand
square feet (3/8” basis), for the volume of oriented strand
board sold by the Mill during such period; and
	 
	 	(ii)	 	$10,000,000;






	 	(l)	 	“Bonus Purchase Price Calculation” has the meaning set out in
subsection 2.7(a);
	 
	 	(m)	 	“BPP Payment Date” means March 31, 2005;
	 
	 	(n)	 	“Business” means the business currently carried on by
Voyageur, consisting of the production of oriented strand board
products at a facility located in Barwick, Ontario and the sale of
such products;
	 
	 	(o)	 	“Business Day” means any day (other than a Saturday or a
Sunday) on which the main branches of the Bank of Montreal in
Toronto, Ontario and Vancouver, British Columbia, are both open for
business;
	 
	 	(p)	 	“Closing” means the completion of the transactions
contemplated by this Agreement;
	 
	 	(q)	 	“Closing Date” means:






	 	(i)	 	May 19, 2004, subject to extension under section
Error! Reference source not found.; or
	 
	 	(ii)	 	such other date that the Purchaser and the
Vendors agree in writing that the Closing shall take place;






	 	(r)	 	“Contracts” has the meaning set out in section 3.16;
	 
	 	(s)	 	“Commissioner of Competition” means the Commissioner of
Competition appointed pursuant to the Competition Act;
	 
	 	(t)	 	“Competition Act” means the Competition Act (Canada);
	 
	 	(u)	 	“Competition Act Compliance” means:






	 	(i)	 	the issuance of an Advance Ruling Certificate; or
	 
	 	(ii)	 	the Purchaser and Voyageur have given the notice
required under section 114 of the Competition Act with respect
to the transactions contemplated by this Agreement and the
applicable waiting period under section 123 of the Competition
Act has expired or been waived in accordance with the
Competition Act; or
	 
	 	(iii)	 	the obligation to give the requisite notice has
been waived pursuant to subsection 113(c) of the Competition
Act;




 









 












	 	 	 	and, in the case of (ii) or (iii), the Purchaser has been advised
in writing by the Commissioner of Competition or a person
authorized by the Commissioner of Competition that such person is
of the view, at that time, that, in effect, grounds do not exist to
initiate proceedings before the Competition Tribunal under the
merger provisions of the Competition Act with respect to the
transactions contemplated by this Agreement, and the form of and
any terms and conditions attached to any such advice are acceptable
to the Purchaser and the Vendors, acting reasonably, and such
advice has not been rescinded or amended;
	 
	 	(v)	 	“CRA” means the Canada Customs and Revenue Agency or its
successor;
	 
	 	(w)	 	“Current Assets” means the assets of Voyageur, that are
“current assets” determined in accordance with GAAP and consistent
with the prior practice of Voyageur, including, without limitation,
cash and marketable securities, accounts receivable, inventories on
hand (valued at the lower of cost or market), prepaid expenses and
any other assets ordinarily realizable within the year;
	 
	 	(x)	 	“Current Liabilities” means debts and other obligations of
Voyageur, that are “current liabilities” determined in accordance
with GAAP and consistent with the prior practice of Voyageur, and
including, without limitation, all accounts payable and accrued
liabilities due within the year and all income, sales and other
Taxes (excluding deferred or future income taxes), copyright fees
and accruals in respect of wages, vacation pay, unemployment
insurance, health premiums, Canada Pension Plan premiums and
employee benefit plan and pension payments in respect of employees
that Voyageur is liable to pay in or in respect of the year;
	 
	 	(y)	 	“Employee Plans” has the meaning set out in section 3.28;
	 
	 	(z)	 	“Encumbrance” means any encumbrance, lien, charge, hypothec,
pledge, mortgage, title retention agreement, security interest of
any nature, adverse claim, exception, reservation, easement, right
of occupation, any matter capable of registration against title,
option, right of pre emption, privilege or any Contract to create
any of the foregoing;
	 
	 	(aa)	 	“Environmental Laws” has the meaning set out in subsection 3.27(a);
	 
	 	(bb)	 	“Escrow Agent” means McCarthy Tétrault LLP, Barristers & Solicitors;
	 
	 	(cc)	 	“Escrow Agreement” means the agreement to be dated the
Closing Date and to be made between the Escrow Agent, the Vendors
and the Purchaser substantially in the form attached as Schedule
1.1(cc);
	 
	 	(dd)	 	“Exchange Act” means the United States Securities and
Exchange Act of 1934, as amended;
	 
	 	(ee)	 	“Final Net Working Capital Position” means the Net Working
Capital Position as at the Time of Closing;




 









 






	 	(ff)	 	“Final Net Working Capital Statement” means the statement as
to the Final Net Working Capital Position as prepared, presented and
delivered in the manner set out in section 2.4;
	 
	 	(gg)	 	“Financial Statements” means, collectively, the audited
financial statements of Voyageur as at and for the financial years
ended December 31, 2001, 2002 and 2003, including the respective
notes thereto and reports of Voyageur’s auditor thereon;
	 
	 	(hh)	 	“GAAP” means generally accepted accounting principles in the
United States of America that the SEC has identified as having
substantial authoritative support, as supplemented by Regulation S-X
and Regulation S-B under the Exchange Act;
	 
	 	(ii)	 	“Governmental Entity” shall mean any federal, provincial,
state or local government or any court, administrative agency or
commission or other governmental or taxing authority or agency,
domestic or foreign;
	 
	 	(jj)	 	“Hazardous Substances” has the meaning set out in subsection
3.27(a);
	 
	 	(kk)	 	“Holdback Escrow Agreement” means the agreement to be dated
the Closing Date and made between the Escrow Agent, the Vendors and
the Purchaser substantially in the form attached as Schedule
1.1(kk);
	 
	 	(ll)	 	“Holdback Release Date” means the last day of the month that
is 12 months immediately after the Closing Date;
	 
	 	(mm)	 	“H-S-R Act” means the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (15 U.S.C. §18A, as amended);
	 
	 	(nn)	 	“Indemnity Claim” has the meaning set out in section 4.4;
	 
	 	(oo)	 	“Intellectual Property” has the meaning set out in section 3.14;
	 
	 	(pp)	 	“Interim Financial Statements” means the un-audited interim
financial statements prepared by and for Voyageur, as at and for the
period ended March 31, 2004;
	 
	 	(qq)	 	“Interim Net Working Capital Position” means the Net Working
Capital Position as of March 31, 2004;
	 
	 	(rr)	 	“Interim Net Working Capital Statement” means the statement
as to the Interim Net Working Capital Position as prepared,
presented and delivered in the manner set out in section 2.2;
	 
	 	(ss)	 	“Interim Price Adjustment” has the meaning set out in subsection 2.3(e);
	 
	 	(tt)	 	“Licences” has the meaning set out in section 3.17;




 









 






	 	(uu)	 	“Losses”, in respect of any matter, means all claims,
demands, proceedings, losses, damages, liabilities, deficiencies,
costs and expenses (including, without limitation, all legal and
other professional fees and disbursements, interest, penalties and
amounts paid in settlement) arising as a consequence of such matter,
excluding indirect and consequential losses, damages, liabilities,
deficiencies, costs and expenses, and claims, demands and
proceedings based thereon. For the purposes of this Agreement,
Losses suffered or incurred by Voyageur will be deemed to be Losses
suffered or incurred by the Purchaser.
	 
	 	(vv)	 	“Material Adverse Effect” means an effect that results in or
causes, or could reasonably be expected to result in or cause, a
material adverse change in the business, assets or financial
condition of the Business taken as a whole including, without
limitation, any material adverse change that results from or is
caused by the termination or suspension of or curtailment of rights
under a material contract or permit, or any damage to or destruction
or impairment of any asset on which the operation of the Business
depends, but excluding any material adverse change that results from
or is caused by conditions affecting generally any of the industries
in which the Business is engaged, or the general economy;
	 
	 	(ww)	 	“Merger Notification Law Compliance” means the Parties have
obtained Competition Act Compliance, complied with their obligations
under the H-S-R Act as described in section 7.7, and:






	 	(i)	 	the Federal Trade Commission (the “FTC”) under
the H-S-R Act advises the Parties that early termination has
been granted; or
	 
	 	(ii)	 	the applicable waiting period under the H-S-R Act
has expired;






	 	(xx)	 	“Net Working Capital Position” means the Current Assets less
the Current Liabilities;
	 
	 	(yy)	 	“Northwestern” has the meaning set out on the first page hereof;
	 
	 	(zz)	 	“116 Withheld Amount” has the meaning set out in subsection 2.6(a);
	 
	 	(aaa)	 	“Permitted Encumbrances” means:






	 	(i)	 	servitudes, easements, restrictions, rights of
way and other similar rights in real property or any interest
therein, provided the same are not of such nature as to
materially adversely affect the use of the property subject
thereto by Voyageur;
	 
	 	(ii)	 	undetermined or inchoate liens, charges and
privileges incidental to current construction or current
operations save and except for liens, charges and privileges
related to any Taxes;
	 
	 	(iii)	 	statutory liens, charges, adverse claims,
security interests or encumbrances of any nature whatsoever
claimed or held by any Governmental Entity that




 









 






	 	 	 	relate to obligations not due or delinquent, save and except
for liens, charges, adverse claims, security interests or
encumbrances related to any Taxes;
	 
	 	(iv)	 	assignments of insurance provided to landlords
(or their mortgage holders) pursuant to the terms of any lease
and liens or rights reserved in any lease for rent or for
compliance with the terms of such lease;
	 
	 	(v)	 	security given in the ordinary course of the
Business to any public utility or Governmental Entity in
connection with the operations of the Business, other than
security for borrowed money;
	 
	 	(vi)	 	the reservations in any original grants from the
Crown of any real property or interest therein and statutory
exceptions to title that do not materially detract from the
value of the real property used in the operation of the
Business or materially impair its use in the operation of the
Business; and
	 
	 	(vii)	 	the Permitted Encumbrances described in Schedule 1.1 (bbb);






	 	(bbb)	 	“Purchased Common Shares” has the meaning set out in section 2.1;
	 
	 	(ccc)	 	“Purchased Preferred Shares” has the meaning set out in section 2.1;
	 
	 	(ddd)	 	“Purchased Shares” has the meaning set out in section 2.1;
	 
	 	(eee)	 	“Purchaser’s Auditor” shall mean Deloitte & Touche,
Vancouver, British Columbia;
	 
	 	(fff)	 	“Purchaser’s Conditions” has the meaning set out in section
Error! Reference source not found.;
	 
	 	(ggg)	 	“Real Property” has the meaning set out in section 3.11;
	 
	 	(hhh)	 	“Reference Amount” means the Net Working Capital Position as
at December 31, 2003 as shown on Schedule 1.1(iii);
	 
	 	(iii)	 	“Responsible Persons” means: (i) in respect of Boise –
Irving Littman; (ii) in respect of ACI – Allen Dea; (iii) in respect
of Northwestern – Colleen Gunther; (iv) in respect of Allstate –
David Puckett; and, (v) in respect of Voyageur – Irving Littman and
Percy Champagne.
	 
	 	(jjj)	 	“SEC” means the United States Securities and Exchange Commission;
	 
	 	(kkk)	 	“Securities Act” means the United States Securities Act of 1933, as amended;
	 
	 	(lll)	 	“Share Purchase Price” has the meaning provided in section 2.3;
	 
	 	(mmm)	 	“Third Party Liability” has the meaning provided in section 4.4;
	 
	 	(nnn)	 	“Tax Act” means the Income Tax Act (Canada) as amended from time to time;




 









 






	 	(ooo)	 	“Tax Audit” means any audit, assessment of Taxes,
reassessment of Taxes, or other examination by any Governmental
Entity or any judicial or administrative proceedings or appeal of
such proceedings in respect of Voyageur;
	 
	 	(ppp)	 	“Tax Claim” has the meaning set out in subsection 4.5(e);
	 
	 	(qqq)	 	“Taxes” means any and all federal, provincial, regional,
state, municipal, local and foreign taxes, assessments and other
governmental charges, duties, impositions and liabilities relating
to taxes, including taxes based upon or measured by gross receipts,
income, profits, sales, use and occupation, and value added, ad
valorem, transfer, franchise, withholding, payroll, recapture,
employment, excise, goods and services, workers’ compensation and
property taxes, together with all interest, penalties, fines and
additions imposed with respect to such amounts and any obligations
under any agreements or arrangements with any other person with
respect to such amounts and including any liability for taxes of a
predecessor entity;
	 
	 	(rrr)	 	“Tax Return” means any and all returns, reports, information
returns, declarations, statements, certificates, bills, schedules,
documents, claims for refund, or other written information of or
with respect to any Taxes which is supplied to or required to be
supplied to any taxing authority, including any attachments,
amendments and supplements thereto;
	 
	 	(sss)	 	“Time of Closing” means 12:01 a.m. (Toronto time) on the
Closing Date or such other time as the Parties agree;
	 
	 	(ttt)	 	“Vendors” means Boise, ACI, Northwestern and Allstate;
	 
	 	(uuu)	 	“Voyageur” means Voyageur Panel Limited; and
	 
	 	(vvv)	 	“Warranty Holdback Amount” means the sum of $10,000,000.





1.2 Currency




     Unless otherwise indicated, all dollar amounts referred to in this
Agreement are expressed in terms of, and all payments to be made pursuant to
this Agreement shall be made in, lawful currency of the United States.



1.3 Sections and Headings




     The division of this Agreement into sections and the insertion of headings
are for convenience of reference only and shall not affect the interpretation
of this Agreement. Unless otherwise indicated, any reference in this Agreement
to a section or a Schedule refers to the specified section of or Schedule to
this Agreement.



 









 





1.4 Number, Gender and Persons




     In this Agreement, words importing the singular number only shall include
the plural and vice versa, words importing gender shall include all genders and
words importing persons shall include individuals, corporations, partnerships,
associations, trusts, unincorporated organizations, governmental bodies and
other legal or business entities.



1.5 Entire Agreement




     This Agreement constitutes the entire agreement between the Parties with
respect to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions, whether written or oral. There
are no conditions, covenants, agreements, representations, warranties or other
provisions, express or implied, collateral, statutory or otherwise, relating to
the subject matter hereof except as herein provided.



1.6 Construction




     The Parties agree that each Party and its counsel have reviewed and
revised this Agreement and that the normal rule of construction to the effect
that any ambiguities are to be resolved against the drafting Party shall not be
employed in the interpretation of this Agreement or any amendments, schedules
or exhibits thereto.



1.7 Applicable Law




     This Agreement shall be construed, interpreted and enforced in accordance
with, and the respective rights and obligations of the Parties shall be
governed by, the laws of the Province of British Columbia and the federal laws
of Canada applicable in British Columbia, and each Party hereby irrevocably and
unconditionally submits to the non-exclusive jurisdiction of the courts of such
province and all courts competent to hear appeals from such courts.



1.8 Severability




     If any provision of this Agreement is determined by a court of competent
jurisdiction to be invalid, illegal or unenforceable in any respect, such
determination shall not impair or affect the validity, legality or
enforceability of the remaining provisions hereof, and each provision is hereby
declared to be separate, severable and distinct.



1.9 Amendments and Waivers




     No amendment or waiver of any provision of this Agreement shall be binding
on any Party unless consented to in writing by such Party. No waiver of any
provision of this Agreement shall constitute a waiver of any other provision,
nor shall any waiver constitute a continuing waiver unless otherwise expressly
provided.



1.10 Schedules




     The following Schedules are attached to and form part of this Agreement:



 









 





	 	 	 	 	 
	Schedule 1.1(cc)

	 	-
	 	Escrow Agreement
	Schedule 1.1(kk)

	 	-
	 	Holdback Escrow Agreement
	Schedule 1.1(bbb)

	 	-
	 	Permitted Encumbrances
	Schedule 1.1(iii)

	 	-
	 	Calculation of Reference Amount
	Schedule 3.3

	 	-
	 	Ownership of issued shares of Voyageur
	Schedule 3.9

	 	-
	 	Business outside ordinary course
	Schedule 3.11

	 	-
	 	Real Property
	Schedule 3.14

	 	-
	 	Intellectual Property
	Schedule 3.15

	 	-
	 	Insurance Policies
	Schedule 3.16

	 	-
	 	Contracts and Required Consents
	Schedule 3.17

	 	-
	 	Licences and Required Approvals and Consents
	Schedule 3.20

	 	-
	 	Taxes
	Schedule 3.21

	 	-
	 	Litigation
	Schedule 3.22

	 	-
	 	Employee Matters
	Schedule 3.23

	 	-
	 	Bank Accounts
	Schedule 3.24

	 	-
	 	Directors and Officers
	Schedule 3.26

	 	-
	 	Non arm’s length transactions
	Schedule 3.27

	 	-
	 	Environmental
	Schedule 3.28

	 	-
	 	Employee Plans
	Schedule 3.29

	 	-
	 	Collective Agreements and Other Union Contracts
	Schedule 5.5

	 	-
	 	Auditor’s Engagement Letter
	Schedule 8.1(g)

	 	-
	 	McCarthy Tétrault opinion
	Schedule 8.1(j)

	 	-
	 	Release by Vendors
	Schedule 8.2(e)

	 	-
	 	Purchaser’s counsel opinion







1.11 Knowledge




     Where in this Agreement, or in any certificate or document delivered in
connection herewith or in implementation of any of the transactions
contemplated hereby, any statement, representation or warranty is made as to,
or as being based on, the knowledge of the Vendors or Voyageur, or words to
like effect, such statement, representation or warranty will be construed as
including only matters within the actual knowledge of the applicable
Responsible Person or Persons without independent investigation, and does not
include constructive or imputed knowledge of the Responsible Person or Persons
or any of them or the knowledge, information or belief of any other person.



 









 





ARTICLE 2 - PURCHASE AND SALE OF PURCHASED SHARES




2.1 Purchase and Sale of Purchased Shares




     Subject to the terms and conditions hereof, each of the Vendors covenants
and agrees to sell, assign and transfer to the Purchaser and the Purchaser
covenants and agrees to purchase from the Vendors all but not less than all the
issued and outstanding common and Class A preferred shares of Voyageur held by
each of the Vendors, as set out in Schedule 3.3, as at the Time of Closing (the
“Purchased Common Shares” and the “Purchased Preferred Shares” respectively,
and collectively referred to as the “Purchased Shares”).


2.2 Interim Financial Statements and Interim Net Working Capital
Statement




     The Vendors shall cause Voyageur to prepare and deliver to the Purchaser
by April 16, 2004, the Interim Financial Statements and the Interim Net Working
Capital Statement. The Interim Financial Statements and the Interim Net
Working Capital Statement shall be prepared in accordance with GAAP applied on
a basis consistent with prior periods, and shall be correct and complete. The
Interim Financial Statements shall present fairly the assets, liabilities
(whether accrued, absolute, contingent or otherwise) and financial condition of
Voyageur as at the applicable date and the sales, earnings and results of
operations of Voyageur for the period covered by the Interim Financial
Statements.



2.3 Purchase Price for Purchased Shares




     The purchase price payable by the Purchaser for the Purchased Shares (the
“Share Purchase Price”) shall be $193,000,000, plus or minus adjustments as
provided in subsection 2.3(e) and in section 2.5, plus the Bonus Purchase
Price, determined and payable as follows:




	 	(a)	 	At the Time of Closing, the Purchaser shall pay to the
Vendors:






	 	(i)	 	$193,000,000;






	 	 	 	plus or minus (as provided in subsection 2.3(e)):






	 	(ii)	 	the Interim Price Adjustment;






	 	 	 	minus:






	 	(iii)	 	the Warranty Holdback Amount.






	 	(b)	 	At the Time of Closing, the Purchaser shall pay to the Escrow
Agent the Warranty Holdback Amount to be held and invested by the
Escrow Agent, on behalf of the Vendors, pursuant to the Holdback
Escrow Agreement, as set out in section 2.8.
	 
	 	(c)	 	On or before the BPP Payment Date, the Purchaser shall pay to
the Vendors the Bonus Purchase Price.




 









 






	 	(d)	 	The Share Purchase Price (as further adjusted pursuant to
section 2.5) shall be allocated as to 405/595ths among the Vendors
in proportion to the number of Purchased Common Shares owned by each
of the Vendors, and as to 190/595ths among the Vendors in proportion
to the number of Purchased Preferred Shares owned by each of the
Vendors. The Vendors and the Purchaser shall report the transaction
in their Tax Returns in accordance with the allocation in this
subsection.
	 
	 	(e)	 	Interim Price Adjustment
	 
	 	 	 	The Vendors, not later than two Business Days prior to the Closing
Date, shall provide to the Purchaser a statement setting forth the
difference between the Reference Amount and the Interim Net Working
Capital Position (the “Interim Price Adjustment”). If the
Reference Amount is less than the Interim Net Working Capital
Position then the amount of the Interim Price Adjustment shall be
added to the amount specified in subsection 2.3(a)(i). If the
Reference Amount is greater than the Interim Net Working Capital
Position then the amount of the Interim Price Adjustment shall be
deducted from the amount specified in subsection 2.3(a)(i).
	 
	 	(f)	 	The Purchaser may withhold the 116 Withheld Amount from the
portion of the Share Purchase Price payable to a particular Vendor
on the Closing or on the BPP Payment Date, as determined in
accordance with section 2.6, and any such amount shall be paid by
the Purchaser to the Escrow Agent in trust on the conditions
described in section 2.6. For greater certainty, this subsection
2.3(f) shall not authorize the Purchaser to withhold any amount from
the portion of the Share Purchase Price payable to ACI or to
Allstate.
	 
	 	(g)	 	Within two Business Days following receipt of the Final Net
Working Capital Statement prepared in accordance with the procedures
set out in section 2.4 and the Auditor’s Report by the Vendors (such
receipt to be acknowledged on such day to the Purchaser by
electronic mail or telecopier), the Vendors and the Purchaser agree
to adjust the Share Purchase Price as required by section 2.5 and
shall, to the extent required by section 2.5, make the additional
payments to each other required by section 2.5, all such payments to
be made within four Business Days after receipt by the Vendors of
the Final Net Working Capital Statement and the Auditor’s Report.




Each amount payable in this section 2.3 shall be payable by certified cheque,
bank draft or electronic inter-bank transfer in immediately available funds.




2.4 Final Net Working Capital Position





	 	(a)	 	The Purchaser shall cause Voyageur to prepare the Final Net
Working Capital Statement, which shall set out as at the Time of
Closing the Final Net Working Capital Position, taking into account
all revenue and expenses of Voyageur up to the Time of Closing, such
statement to be prepared in accordance with GAAP.




 









 






	 	(b)	 	The Purchaser shall cause the Purchaser’s Auditor to audit
the Final Net Working Capital Statement and to deliver an opinion
addressed to the Purchaser and the Vendors that the Final Net
Working Capital Statement has been determined and calculated in
compliance with the terms of this Agreement (the “Auditor’s
Report”).
	 
	 	(c)	 	The Purchaser shall within 60 days after the Closing Date
deliver to the Vendors the Final Net Working Capital Statement and
the Auditor’s Report.




The Final Net Working Capital Statement shall be final and binding as between
the Purchaser and the Vendors upon their receipt of the Final Net Working
Capital Statement and the Auditor’s Report pursuant to subsection 2.4(c). The
Purchaser acknowledges that Voyageur has retained investment advisers, legal
counsel and other professional consultants to assist with the sale of the
Purchased Shares and that the fees of such advisors, counsel and consultants
shall be paid by Voyageur and provided for in the Final Net Working Capital
Statement.




2.5 Share Purchase Price Adjustment




     If necessary, certain additional adjustments to the Share Purchase Price
and post Closing payments shall be made between the Vendors and the Purchaser,
as the case may be, following receipt of the Final Net Working Capital
Statement and Auditor’s Report, as follows:




	 	(a)	 	if the Final Net Working Capital Position is an amount equal
to the Interim Net Working Capital Position, then no adjustment will
be made to the Share Purchase Price; or
	 
	 	(b)	 	if the Final Net Working Capital Position is an amount
greater than the Interim Net Working Capital Position, then the
Share Purchase Price shall be increased to reflect such difference,
and the Vendors shall be paid, in the same proportions as the Share
Purchase Price was allocated to the Vendors, the amount of the
difference between the Final Net Working Capital Position and the
Interim Net Working Capital Position by the Purchaser; or
	 
	 	(c)	 	if the Final Net Working Capital Position is an amount lesser
than the Interim Net Working Capital Position, then the Share
Purchase Price shall be reduced to reflect such difference, and the
Purchaser shall be paid the amount of the difference between the
Final Net Working Capital Position and the Interim Net Working
Capital Position by the Vendors, in the same proportions as the
Share Purchase Price was allocated to the Vendors.





2.6 Section 116 Requirements




     Each of Boise and Northwestern shall deliver to the Purchaser a
certificate issued pursuant to section 116 of the Tax Act in respect of the
sale of the Purchased Shares held by such non-resident Vendor (the “Vendor’s
Shares”), provided that:




	 	(a)	 	If a certificate issued by the Minister of National Revenue
pursuant to subsection 116(2) of the Tax Act in respect of the
disposition of the Vendor’s Shares to the




 









 






	 	 	 	Purchaser, specifying a certificate limit in an amount which is not
less than the portion of the Share Purchase Price allocable to the
Vendor’s Shares, (a “Vendor Purchase Price”) is not delivered to
the Purchaser on or before the Closing Date (or with respect to the
Bonus Purchase Price on the BPP Payment Date), the Purchaser shall
be entitled to withhold from the Share Purchase Price then payable
to the Vendor the amount that it may be required to remit pursuant
to subsection 116(5) of the Tax Act in connection with such
purchase (a “116 Withheld Amount”), and the Purchaser shall pay any
such 116 Withheld Amount to the Escrow Agent on the Closing Date
(or the BPP Payment Date, as may then be applicable). For greater
certainty, the Purchaser may not withhold any amount from the Bonus
Purchase Price pursuant to this subsection 2.6(a) where a
certificate described in subsection 2.6(d)(i) or (ii) has been
delivered to the Purchaser on or before the time the Bonus Purchase
Price is paid.
	 
	 	(b)	 	The Escrow Agent shall invest, on behalf of the relevant
Vendor, the 116 Withheld Amount in one or more investments the
interest on which is not subject to Canadian withholding tax under
Part XIII of the Tax Act from the date of receipt until the earlier
of the date on which the 116 Withheld Amount (or a portion thereof)
is delivered to the relevant Vendor or remitted to the Receiver
General of Canada.
	 
	 	(c)	 	If, prior to the 28th day after the end of the month in which
the Closing Date or the BPP Payment Date, as may then be applicable,
occurs (or such later time if the CRA confirms in writing that CRA
will not enforce the remittance of funds as required by subsection
116(5) of the Tax Act), the Vendor delivers to the Purchaser (with a
copy to the Escrow Agent):






	 	(i)	 	a certificate issued by the Minister of National
Revenue under subsection 116(2) of the Tax Act in respect of
the disposition of the Vendor’s Shares to the Purchaser, the
Escrow Agent shall promptly pay to the Vendor the lesser of
(i) the amount withheld pursuant to subsection 2.6(a) and (ii)
the amount withheld pursuant to subsection 2.6(a) less the
product of X and Y where (X) is the amount, if any, by which
the Vendor Purchase Price exceeds the certificate limit
specified in such certificate and (Y) is the percentage
specified in subsection 116(5) of the Tax Act, together with
any interest earned on the 116 Withheld Amount to the date of
such payment; or
	 
	 	(ii)	 	a certificate issued by the Minister of National
Revenue under subsection 116(4) of the Tax Act in respect of
the disposition of the Vendor’s Shares to the Purchaser, the
Escrow Agent shall promptly pay the amount withheld pursuant
to subsection 2.6(a) to the Vendor, together with any interest
earned thereon.






	 	(d)	 	If the Purchaser has withheld an amount pursuant to
subsection 2.6(a) and the Vendor does not deliver to the Purchaser
(with a copy to the Escrow Agent), prior to the 28th day after the
end of the month in which the Closing Date, or the BPP




 









 






	 	 	 	Payment Date, as applicable, occurs (or such later time if the CRA
confirms in writing that it will not enforce the remittance of
funds as required by subsection 116(5) of the Tax Act):






	 	(i)	 	a certificate issued by the Minister of National
Revenue under subsection 116(2) of the Tax Act in respect of
the disposition of the Vendor’s Shares to the Purchaser
specifying a certificate limit equal or greater than the
Vendor Purchase Price; or
	 
	 	(ii)	 	a certificate issued by the Minister of National
Revenue under subsection 116(4) of the Tax Act in respect of
the disposition of the Vendor’s Shares to the Purchaser;






	 	 	 	then the Escrow Agent shall remit to the Receiver General of Canada
the amount required to be remitted pursuant to subsection 116(5) of
the Tax Act and the Escrow Agent shall pay to the Vendor any
remaining portion of the amount withheld pursuant to subsection
2.6(a), together with interest earned thereon, prior to such
remittance.
	 
	 	(e)	 	Where any amount is remitted to the Receiver General of
Canada pursuant to this section 2.6, the Escrow Agent shall furnish
the relevant Vendor with confirmation from CRA that such remittance
has been made. Any such remittance shall be deemed to have been
paid by the Purchaser to the relevant Vendor on account of the Share
Purchase Price.
	 
	 	(f)	 	If, pursuant to this section 2.6, the Purchaser is obliged to
pay to the Escrow Agent any amount withheld from the Share Purchase
Price payable to Boise or Northwestern then, on the Closing Date,
the Purchaser and such Vendor will execute and deliver to each other
the Escrow Agreement which sets out, inter alia, the terms on which
the amount withheld from the Share Purchase Price is to be dealt
with by the Escrow Agent.





2.7 Bonus Purchase Price Calculation





	 	(a)	 	The Purchaser shall cause Voyageur on or before February 28,
2005 to prepare a written statement (the “Bonus Purchase Price
Calculation”) showing the calculation of the Bonus Purchase Price.
	 
	 	(b)	 	Thereafter, the Purchaser shall cause the Purchaser’s Auditor
to audit the Bonus Purchase Price Calculation and to deliver an
opinion addressed to the Purchaser and the Vendors that the Bonus
Purchase Price Calculation has been determined and calculated in
compliance with the terms of this Agreement (the “BPP Audit
Report”).
	 
	 	(c)	 	The Purchaser shall on or before March 31, 2005 deliver to
the Vendors the Bonus Purchase Price Calculation and the BPP Audit
Report.




 









 











     The Bonus Purchase Price Calculation shall be final and binding as between
the Purchaser and the Vendors upon their receipt of the Bonus Purchase Price
Calculation and the BPP Audit Report pursuant to the foregoing.



2.8 Holdback Escrow Requirements




     Each Vendor shall receive the portion of the Share Purchase Price
allocable to the Vendor’s Shares that is payable under subsection 2.3(b) by
payment of the same to the Escrow Agent to be held on the terms of the Holdback
Escrow Agreement. The Escrow Agent shall invest, on behalf of the Vendors, the
Warranty Holdback Amount in one or more investments the interest on which is
not subject to Canadian withholding tax under Part XIII of the Tax Act from the
Closing Date until the Holdback Release Date and shall hold and pay or apply
the Warranty Holdback Amount, and all interest accrued thereon, as follows:




	 	(a)	 	if, prior to the Holdback Release Date, the Purchaser has
delivered to the Vendors a demand for reimbursement of an Indemnity
Claim under subsection 4.4(b) (with a copy to the Escrow Agent),
then the Escrow Agent, unless then prohibited by order of a Court of
competent jurisdiction, will, not more than 28 Business Days after
receipt of such demand, pay to the Purchaser the amount of such
Indemnity Claim;
	 
	 	(b)	 	if the Purchaser has delivered to the Vendors a notice of an
Indemnity Claim for which a demand for reimbursement under
subsection 4.4(b) has not been given, then the Escrow Agent will
continue to hold the amount of such Indemnity Claim, as specified in
the notice, pending the final determination of such Indemnity Claim
on completion of settlement proceedings or related legal
proceedings, when the Escrow Agent, unless then prohibited by order
of a Court of competent jurisdiction, will, not more than 28
Business Days after receipt of a demand for payment by the
Purchaser, promptly pay to the Purchaser the amount of such
Indemnity Claim, as finally determined; and
	 
	 	(c)	 	on the Holdback Release Date, any amount not paid or required
to be held pursuant to the foregoing, and interest accrued thereon,
will be paid to the Vendors.





ARTICLE 3 - REPRESENTATIONS AND WARRANTIES




Part 1




     Representations and Warranties Regarding the Vendors



     In sections 3.1 to 3.4 inclusive, each Vendor, individually and with
respect to itself only, represents and warrants to the Purchaser as follows:



 









 





3.1 Organization of Vendor




     Such Vendor is a corporation incorporated and organized and validly
subsisting under the laws of its jurisdiction of incorporation and has the
corporate power to own or lease its property, to enter into this Agreement and
to perform its obligations hereunder.



3.2 Authorization




     This Agreement has been duly authorized, executed and delivered by such
Vendor and is a legal, valid and binding obligation of such Vendor, enforceable
against such Vendor by the Purchaser in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency and other laws affecting
the rights of creditors generally and except that equitable remedies may be
granted only in the discretion of a court of competent jurisdiction.



3.3 Ownership of Purchased Shares




     As of the Time of Closing, such Vendor will be the only beneficial and
registered owner of record of the Purchased Shares of Voyageur listed opposite
its name in Schedule 3.3 with good and marketable title thereto, free and clear
of all Encumbrances and none of such Purchased Shares will be subject to any
voting trust, shareholder agreement or voting agreement. Upon completion of the
transactions contemplated by this Agreement, all of such Purchased Shares will
be owned by the Purchaser as the only beneficial and registered owner of
record, with a good and marketable title thereto (except for such Encumbrances
as may have been granted by the Purchaser). As of the Time of Closing, no
person other than the Purchaser shall have any written or oral agreement or
option or any right or privilege (whether by law, pre-emptive or contractual)
capable of becoming an agreement or option for the purchase or acquisition from
such Vendor of any of the Purchased Shares.



3.4 No Conflicts




     Subject to receipt of the approvals or consents contemplated herein
including but not limited to the approvals contemplated by Article 7, the
execution and delivery of this Agreement by such Vendor and the consummation of
the transactions herein provided for will not result in the breach or violation
of any of the provisions of, or constitute a default under, or conflict with or
cause the acceleration of any obligation, except where such event will not have
a Material Adverse Effect under:




	 	(a)	 	any Contract, licence, or permit to which such Vendor is a
party;
	 
	 	(b)	 	any provision of the constating documents, by-laws or
resolutions of the directors or shareholders of the Vendor;
	 
	 	(c)	 	any judgment, decree, order or award of any court,
governmental body or arbitrator having jurisdiction over such
Vendor; or
	 
	 	(d)	 	any applicable law, statute, ordinance, regulation or rule.




 









 











Part 2




     Representations of Voyageur



     In sections 3.5 to 3.30, Voyageur represents and warrants to the Purchaser
as follows, and each Vendor warrants that, to its knowledge (as construed in
accordance with section 1.11 of this Agreement), the following representations
and warranties are true and correct.



3.5 Authorized and Issued Capital




     The authorized and issued shares of Voyageur as at the Time of Closing
will be as set out in Schedule 3.3, of which all the issued and outstanding
common and Class A preferred shares will be outstanding as duly issued, fully
paid and non-assessable.



3.6 Options




     As of the Time of Closing, no person, firm or corporation will have any
agreement or option or any right or privilege (whether by law, pre emptive or
contractual) capable of becoming an agreement, including convertible
securities, warrants or convertible obligations of any nature, for the
purchase, subscription, allotment or issuance of any unissued shares or other
securities of Voyageur.



3.7 Organization of Voyageur




     Voyageur is a corporation incorporated and organized and validly
subsisting under the laws of Canada and has the corporate power to own or lease
its property, to enter into this Agreement and to perform its obligations
hereunder. Voyageur is duly qualified as a corporation to do business in each
jurisdiction in which the nature of the Business or the property and assets
owned or leased makes such qualification necessary.



3.8 No Violation




     Subject to receipt of the approvals or consents contemplated herein,
including but not limited to the approvals contemplated by Article 7, the
execution and delivery of this Agreement by the Vendors and the consummation of
the transactions herein provided for will not result in either:




	 	(a)	 	the breach or violation of any of the provisions of, or
constitute a default under, or conflict with or cause the
acceleration of any obligation of Voyageur, except where such event
will not have a Material Adverse Effect, under:






	 	(i)	 	any Contract, licence or permit to which Voyageur
is a party or by which it, or any of its properties is, bound;
	 
	 	(ii)	 	any provision of the constating documents, by
laws or resolutions of the sole director or shareholders of
Voyageur;




 









 






	 	(iii)	 	any judgment, decree, order or award of any
court, governmental body or arbitrator having jurisdiction
over Voyageur;
	 
	 	(iv)	 	any licence, permit, approval, consent or
authorization held by Voyageur and applicable or necessary to
the operation of the Business; or law, statute, ordinance,
regulation or rule; or






	 	(b)	 	the creation or imposition of any Encumbrance on any of the
property or assets of Voyageur.





3.9 Business of Voyageur




     The Business is the only business operation carried on by Voyageur, and
the property and assets owned or leased by Voyageur are sufficient for Voyageur
to carry on the Business as currently conducted. Except as contemplated by
this Agreement or set forth in Schedule 3.9, since the date of the Interim
Financial Statements the Business has been conducted in the ordinary and usual
course of business. All the material tangible assets of Voyageur are situate
at the locations set out in Schedule 3.11. Voyageur has no subsidiaries.



3.10 Tangible Personal Property




     Voyageur has good and valid title to, or a leasehold interest in, its
material tangible personal property, free and clear of all Encumbrances other
than the Permitted Encumbrances, in order to allow it to use such material
tangible personal property as currently being used.



3.11 Location of Real Property




     Schedule 3.11 sets forth a complete and accurate legal description of all
the real property owned by Voyageur (the “Real Property”). Voyageur does not
own or lease and has not agreed to acquire or lease any real property or
interest in real property material to the Business other than the Real
Property, except as described in Schedule 3.11.



3.12 Title to Real Property




     Voyageur has the exclusive right to possess, use and occupy, and has good
and marketable title in fee simple to, all the Real Property, free and clear of
all Encumbrances or other restrictions of any kind other than Permitted
Encumbrances. All buildings, structures, improvements and appurtenances
situated on the Real Property are adequate and suitable for the purposes for
which they are currently being used and Voyageur has adequate rights of ingress
and egress for the operation of the Business in the ordinary course. None of
such buildings, structures, improvements or appurtenances (or any equipment
therein), nor the operation or maintenance thereof, violates any restrictive
covenant or any provision of any federal, provincial or municipal law,
ordinance, rule or regulation, or encroaches on any property owned by others.



3.13 Real Property Leases




     Voyageur is not party to any lease or agreement in the nature of a lease
in respect of any real property, whether as lessor or lessee.



 









 





3.14 Intellectual Property




     Attached hereto as Schedule 3.14 is a complete and accurate list of all
trade marks, trade names, business names, patents, inventions, copyrights,
service marks, brand names, industrial designs used by Voyageur in carrying on
the Business, including, without limitation, all licences and all like rights
used by or granted to Voyageur in connection with the Business and all right to
register or otherwise apply for the protection on any of the foregoing
(collectively, the “Intellectual Property”) and of all Contracts and amendments
thereto that comprise or relate to the Intellectual Property. Voyageur’s use
of the Intellectual Property in the Business does not violate or infringe the
rights of any third party. No person has been granted any interest in or right
to use all or any portion of the Intellectual Property except as disclosed in
Schedule 3.14.



3.15 Insurance




     Schedule 3.15 sets out all insurance policies maintained by Voyageur on
its property and assets or personnel as of the date hereof. All said coverages
will be cancelled on the Closing Date.



3.16 Agreements and Commitments




     Schedule 3.16 lists each agreement, indenture, contract, lease, deed of
trust, licence, option, instrument or other commitment, whether written or oral
that is binding upon Voyageur and that involves payment or other obligations of
more than $50,000 in the aggregate or whose termination would have a Material
Adverse Effect (collectively, the “Contracts”), other than any Contract
referred to in Schedules 3.11, 3.14 and 3.15 or Article 2. Except as specified
in Schedule 3.16, and in each case other than any such failure, breach,
default, or waiver, as applicable, which, individually or in the aggregate,
would not be reasonably likely to have a Material Adverse Effect, (i) each of
the Contracts is valid, binding, in full force and effect, and enforceable by
Voyageur, in accordance with its terms; (ii) Voyageur is not in breach or
default in any material respect under any of the Contracts; (iii) Voyageur has
not waived any of its material rights under any of the Contracts or modified
any of the material terms thereof and (iv) to the knowledge of Voyageur, no
other party to any Contract is in breach or default in any material respect
under any such Contract.



3.17 Governmental Authorization




     Schedule 3.17 sets out a complete and accurate list of all material
licences, permits, approvals, consents, certificates, registrations and
authorizations (whether governmental, regulatory or otherwise) (the “Licences”)
held by or granted to Voyageur. The Licences are sufficient to authorize
Voyageur to carry on the Business as currently conducted. To the knowledge of
the Vendor, no proceeding is pending or threatened to revoke or limit any
Licence except as described in Schedule 3.17.



3.18 Financial Statements




     The Financial Statements have been prepared in accordance with GAAP
applied on a basis consistent with prior periods, are correct and complete and
present fairly the assets, liabilities (whether accrued, absolute, contingent
or otherwise) and financial condition of



 









 




Voyageur as at the respective dates of the Financial Statements and the
sales, earnings and results of operations of Voyageur for the respective
periods covered by the Financial Statements. Since the date of the most recent
Financial Statements, there has been no Material Adverse Effect.




3.19 Books and Records




     The books and records of Voyageur fairly and correctly set out and
disclose the financial position of Voyageur as of the date thereof and all
financial transactions of Voyageur as of the date hereof have been accurately
recorded in such books and records.



     The minute books of Voyageur contain accurate and complete records of all
meetings, resolutions and corporate actions taken by the shareholders and the
sole director.



3.20 Taxes




     Except as set out in Schedule 3.20:




	 	(a)	 	Voyageur will have filed on or before the Closing Date all
Tax Returns required to be filed by it with any Governmental Entity,
no Governmental Entity has made a claim that Voyageur is required to
file a Tax Return that Voyageur has not filed, and all Tax Returns
filed by Voyageur are true, correct and complete in all material
respects and it has paid all Taxes shown thereon as owing.
	 
	 	(b)	 	All material Taxes which Voyageur has been required to
collect or withhold have been duly collected or withheld and, to the
extent required, timely remitted to the relevant Governmental
Entity.
	 
	 	(c)	 	No material issues have been raised by any Governmental
Entity in a Tax Audit or other communication in respect of Voyageur,
and there are no material audits, actions, assessments, suits,
proceedings, investigations or claims pending or, to the knowledge
of Voyageur, proposed in respect of Taxes.
	 
	 	(d)	 	The Canadian federal income tax liability of Voyageur has
been assessed by CRA for all fiscal years up to and including the
fiscal year ended December 31, 2002.
	 
	 	(e)	 	There have been no waivers or extensions filed with any
Governmental Entity providing for an extension of any statute of
limitations related to any Taxes.





3.21 Litigation




     Except as described in Schedule 3.21, there are no claims, actions, suits
or proceedings (whether or not purportedly on behalf of Voyageur) pending or,
to the knowledge of Voyageur, threatened against Voyageur or before or by any
federal, provincial, municipal or other governmental department, court,
commission, board, bureau, agency or instrumentality, domestic or foreign, or
by or before an arbitrator or arbitration board.



 









 





3.22 Employees




     Except as disclosed on Schedule 3.22, no notice has been received by
Voyageur of any complaint filed by any of the employees against Voyageur
claiming that Voyageur has violated any applicable employment standards or the
human rights code or of any complaints or proceedings of any kind involving
Voyageur or, to Voyageur’s knowledge, any of the employees of Voyageur before
any labour relations board. There are no outstanding orders or charges against
Voyageur under any applicable occupational health and safety legislation. All
levies, assessments and penalties made against Voyageur pursuant to all the
applicable workplace health, safety and insurance legislation have been paid by
Voyageur and Voyageur has not been reassessed under any such legislation during
the past three years.



3.23 Accounts




     Schedule 3.23 sets forth a true and complete list showing the name of each
bank, trust company or similar institution in which Voyageur has accounts or
safe deposit boxes, the number or designation of each such account and safe
deposit box and the names of all persons authorized to draw thereon or to have
access thereto.



3.24 Directors and Officers




     Schedule 3.24 sets forth the names and titles of the director and all of
the officers of Voyageur.



3.25 Dividends




     Since December 31, 2003, Voyageur has not, directly or indirectly,
declared or paid any dividends or declared or made any other distribution on
any of its shares of any class and has not, directly or indirectly, redeemed,
purchased or otherwise acquired any of its outstanding shares of any class or
agreed to do so.



3.26 Non Arm’s Length Transactions




     Except as set out in Schedule 3.26, Voyageur has not since the date of the
most recent Financial Statements made any payment or loan to, or borrowed any
money from or is otherwise indebted to, any officer, director, employee,
shareholder or any other person not dealing at arm’s length with Voyageur
(within the meaning of the Tax Act), except as disclosed in the Financial
Statements and except for usual employee reimbursements and compensation paid
in the ordinary and normal course of the Business.



3.27 Environmental





	 	(a)	 	Except as described in Schedule 3.27, to Voyageur’s
knowledge, Voyageur has been and is in compliance with all
applicable federal, provincial, municipal and local laws, statutes,
ordinances, by laws and regulations and orders, directives and
decisions rendered by any ministry, department or administrative or
regulatory agency (“Environmental Laws”) relating to the protection
of the environment, occupational health and safety or the
manufacture, processing, distribution, use,




 









 






	 	 	 	treatment, storage, disposal, discharge, transport or handling of
any pollutants, contaminants, chemicals or industrial, toxic or
hazardous wastes or substances (“Hazardous Substances”).
	 
	 	(b)	 	Except as shown in Schedule 3.27, during the past three
years, Voyageur has not received any notice of, nor been prosecuted
for an offence alleging, non compliance with any Environmental Laws,
and Voyageur has not settled any allegation of non-compliance short
of prosecution. To Voyageur’s knowledge, there are no orders or
directions relating to environmental matters requiring any work,
repairs, construction or capital expenditures with respect to the
Business or any property of Voyageur, nor has it received notice of
any of the same.
	 
	 	(c)	 	Except as set forth in the Phase I Environmental Report dated
March 2004, prepared for Voyageur by Barr Engineering Company,
Voyageur has not caused or permitted, nor does it have any knowledge
of, the release, in any manner whatsoever, of any Hazardous
Substance on or from any of its properties or assets or any property
or facility that it previously owned or leased, or any such release
on or from a facility owned or operated by third parties but with
respect to which Voyageur is or may reasonably be alleged to have
liability.
	 
	 	(d)	 	Voyageur has delivered to the Purchaser true and complete
copies of all environmental audits, evaluations, assessments,
studies or tests performed by Voyageur or its contractors relating
to Voyageur’s Barwick facility of which it has knowledge and which
have been completed within three years of the date of this
Agreement.





3.28 Employee Plans





	 	(a)	 	Schedule 3.28 identifies each deferred compensation, bonus or
incentive compensation, share option or purchase, severance,
termination pay, hospitalization or other medical benefit, life or
other insurance, vision, dental, drug, sick leave, disability,
salary continuation, vacation, supplemental unemployment benefits,
profit sharing, incentive or other compensation, mortgage
assistance, pension or supplemental pension plan, retirement
compensation arrangement, group registered retirement savings plan,
deferred profit sharing plan, employee profit sharing plan, savings,
retirement or supplemental retirement plan, program or arrangement,
whether funded or unfunded, formal or informal, that is maintained,
contributed to or required to be contributed to, by Voyageur, or to
which Voyageur is a party, or bound by, or under which Voyageur has
any liability or contingent liability for the benefit of employees
or former employees of Voyageur and their dependents (the “Employee
Plans”).
	 
	 	(b)	 	A true, current and complete copy of each Employee Plan (as
amended to date) has been made available to the Purchaser together
with current and complete copies of all documents relating to each
Employee Plan, including, as applicable: (i) all documents
establishing, creating or amending each Employee Plan, including but
not limited to all prior versions of such documents and amendments




 









 






	 	 	 	thereto; (ii) all trust agreements and funding agreements; (iii)
all contracts relating to each Employee Plan, including all
insurance contracts, investment management agreements, subscription
agreements and participation agreements; and (iv) all literature,
booklets, summaries or manuals prepared for or circulated to
employees generally concerning each Employee Plan.
	 
	 	(c)	 	Except as set out in Schedule 3.28, and except for such
instances of non compliance which would not, individually or
collectively, have a Material Adverse Effect, each of the Employee
Plans is, and has been, established, registered, qualified,
administered and invested in compliance with (i) the terms thereof,
and (ii) all applicable laws, including, without limiting the
generality of the foregoing, the applicable pension and tax
legislation.
	 
	 	(d)	 	All material obligations of Voyageur due or accruing due
under the Employee Plans up to and including the Closing Date
(whether pursuant to the terms thereof or any applicable laws) shall
have been satisfied by Voyageur or shall be fully provided for in
the Financial Statements, the Interim Financial Statements or the
Final Net Working Capital Position, as applicable.





3.29 Collective Agreements




     Except as listed and described in Schedule 3.29, Voyageur has not made any
Contracts with any labour union or employee association nor made commitments to
or conducted negotiations with any labour union or employee association with
respect to any future agreements and Voyageur is not aware of any current
attempts to organize or establish any additional labour union or employee
association with respect to any employees of Voyageur, nor is there any other
certification of any such union with regard to a bargaining unit.



3.30 No Long Term Debt or Guarantees at Closing




     At the Closing Date, Voyageur will not have any obligation or liability of
any nature arising out of or in respect of any long-term indebtedness for money
borrowed (or the current portion of any long-term debt) and will not have
guaranteed the debts, liabilities or obligations of any other person.



Part 3




     Representations and Warranties of the Purchaser



     In sections 3.31 to 3.35 inclusive, the Purchaser represents and warrants
to each of the Vendors as follows:



3.31 Organization




     The Purchaser is a corporation validly subsisting under the laws of
British Columbia and it has the corporate power to enter into and perform its
obligations pursuant to this Agreement.



 









 





3.32 Investment Canada




     The Purchaser is a Canadian within the meaning of the Investment Canada
Act (Canada).



3.33 No Violation




     The execution and delivery of this Agreement by the Purchaser and the
consummation of the transactions provided for herein will not result in the
violation of, or constitute a default under, or conflict with or cause the
acceleration of any obligation of the Purchaser under:




	 	(a)	 	any Contract to which the Purchaser is a party or by which it
is bound;
	 
	 	(b)	 	any provision of the constating documents or by laws or
resolutions of the board of directors (or any committee thereof) or
shareholders of the Purchaser;
	 
	 	(c)	 	any judgment, decree, order or award of any court,
governmental body or arbitrator having jurisdiction over the
Purchaser; or
	 
	 	(d)	 	any applicable, law, statute, ordinance, regulation or rule.





3.34 Authorization




     This Agreement has been duly authorized, executed and delivered by the
Purchaser and is a legal, valid and binding obligation of the Purchaser,
enforceable against the Purchaser by each of the Vendors in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency and other
laws affecting the enforcement of rights of creditors generally and except that
equitable remedies may only be granted in the discretion of a court of
competent jurisdiction.



3.35 Consents and Approvals




     Except as set out in Article 7 and in Schedule 3.17, there is no
requirement for the Purchaser to make any filing with, give any notice to or
obtain any Licences of any government or regulatory authority as a condition to
the lawful consummation of the transactions contemplated by this Agreement.



Part 4




     Representations and Warranties of Certain Vendors



     In section 3.36, ACI represents and warrants to the Purchaser, and in
section 3.37, Allstate represents and warrants to the Purchaser, as follows:



3.36 Residence of ACI




     ACI is not a non-resident of Canada for purposes of the Tax Act.



 









 





3.37 Excluded Insurer




     Allstate is a non-resident insurer that is authorized to carry on an
insurance business in Canada, carries on such business in Canada and satisfies
the conditions described in paragraph 116(6)(e) of the Tax Act.



ARTICLE 4 - SURVIVAL OF REPRESENTATIONS AND

WARRANTIES AND INDEMNIFICATION



4.1 Expiration of Representations and Warranties of the Vendors and
Voyageur




     The representations and warranties of each of the Vendors and Voyageur
contained in this Agreement and any agreement, instrument, certificate or other
document given pursuant hereto shall survive Closing; provided, however, that
all representations and warranties other than those in section 3.20 shall
survive only for a period of twelve months after the Closing Date, at which
time they will expire automatically except insofar as a claim for
indemnification has been advanced within such twelve month period in relation
thereto.



4.2 Expiration of the Representations and Warranties of the Purchaser




     The representations and warranties of the Purchaser contained in this
Agreement or in any agreement, instrument, certificate or other document given
pursuant hereto shall survive Closing; provided, however, that all
representations and warranties of the Purchaser shall survive only for a period
of twelve months after the Closing Date, at which time they will expire
automatically except insofar as a claim for indemnification has been advanced
within such twelve month period in relation thereto.



4.3 Vendors’ General Indemnity




     Each of the Vendors hereby agrees upon demand to jointly and severally
indemnify and save harmless the Purchaser from and against all Losses in any
manner accruing from, arising out of or with respect to, or relating to: (i)
any breach of a representation or warranty by any of the Vendors or Voyageur in
this Agreement or in any agreement, instrument, certificate or other document
given pursuant hereto (other than any representation or warranty in section
3.20); (ii) the litigation described in Schedule 3.21; or (iii) the
environmental warning notice described in Schedule 3.27; provided however that:




	 	(a)	 	in the case of any representation and warranty contained in
Part 1 or Part 4 of Article 3 of this Agreement, each of the Vendors
shall only be liable to indemnify the Purchaser in respect of any
breach of such representation and warranty by such individual Vendor
and not in respect of any breach thereof by any other Vendor;
	 
	 	(b)	 	the sole and exclusive remedy of the Purchaser as against the
Vendors for any Losses in any manner accruing from, arising out of
or with respect to, or relating to any representation and warranty
by the Vendors or Voyageur contained in Part 2 of Article 3 of this
Agreement, or in any agreement, instrument, certificate, or




 









 






	 	 	 	other document given pursuant hereto (other than any representation
or warranty under section 3.20) including without limitation in
respect of a certificate provided in accordance with section Error!
Reference source not found., shall be to make a claim against the
Warranty Holdback Amount;
	 
	 	(c)	 	the sole and exclusive remedy of the Purchaser as against the
Vendors for any Losses in any manner accruing from, arising out of
or with respect to, or relating to the litigation described in
Schedule 3.21 or the environmental warning notice described in
Schedule 3.27 shall be to make a claim against the Warranty Holdback
Amount under this section 4.3;
	 
	 	(d)	 	the Purchaser will not be entitled to advance any new claim
for indemnity under this section 4.3 after the date which is 12
months after the Closing Date;
	 
	 	(e)	 	the Vendors shall have no liability under this section 4.3
unless and until the aggregate amount of the Vendors’ liability
hereunder exceeds $500,000 after which the Vendors shall be obliged
to indemnify for the full amount of such liability without regard to
such limitation; and
	 
	 	(f)	 	the Vendors shall have no liability under this section 4.3 to
the extent that the aggregate amount of the Vendors’ liability thereunder exceeds
the Warranty Holdback Amount and accrued interest thereon.





4.4 Provisions regarding Indemnity Claims




     The following provisions will apply to any claim by the Purchaser for
indemnification by the Vendors pursuant to section 4.3 (the “Indemnity Claim”):




	 	(a)	 	promptly after becoming aware of any matter that may give
rise to an Indemnity Claim, the Purchaser will provide to the
Vendors (with a copy to the Escrow Agent) written notice of the
Indemnity Claim specifying (to the extent that information is
available) the factual basis for the Indemnity Claim and the amount
of the Indemnity Claim or, if an amount is not then determinable, an
estimate of the amount of the Indemnity Claim, if an estimate is
feasible in the circumstances;
	 
	 	(b)	 	if an Indemnity Claim relates to an alleged liability or
obligation to any other Person (a “Third Party Liability”),
including any Governmental Entity, which is of a nature such that
Voyageur or the Purchaser is required by applicable law to make a
payment to, or incur any cost to discharge an obligation to, a third
party, including any requirement for payment before the relevant
procedure for challenging the existence or quantum of the alleged
liability or obligation can be implemented or completed, then
Voyageur or the Purchaser may, in its discretion, notwithstanding
the provisions of subsections 4.4 (c) and (d), make such payment and
demand reimbursement for such payment under the Holdback Escrow
Agreement, to the extent of the Warranty Holdback Amount and accrued
interest; provided that, if the alleged Third Party Liability as
finally determined on completion of settlement negotiations or
related legal proceedings is less than the amount which is paid out
from the Warranty Holdback Amount in respect of the




 









 






	 	 	 	related Indemnity Claim, then Voyageur or the Purchaser, as the
case may be, shall forthwith following the final determination
repay to the Escrow Agent the amount by which the amount of the
Third Party Liability as finally determined is less than the amount
which is so paid out from the Warranty Holdback Amount, plus any
related interest, to be held in accordance with the terms of the
Holdback Escrow Agreement;
	 
	 	(c)	 	neither Voyageur nor the Purchaser shall negotiate, settle,
compromise or pay (except in the case of payment of a judgment) any
Third Party Liability as to which the Purchaser proposes to assert
an Indemnity Claim, except with the prior consent of the Vendors
(which consent shall not be unreasonably withheld, conditioned or
delayed), unless there is a reasonable possibility that such Third
Party Liability may materially and adversely affect the condition of
the Business, Voyageur or the Purchaser, in which case Voyageur and
the Purchaser shall have the right, after notifying the Vendors, to
negotiate, settle, compromise or pay such Third Party Liability
without prejudice to the rights of indemnification hereunder;
	 
	 	(d)	 	with respect to any Third Party Liability, if the Vendors
admit the Purchaser’s right to indemnification for the amount of
such Third Party Liability that may at any time be determined or
settled then, in any legal, administrative or other proceedings or
negotiations to the Third Party Liability, the following procedures
will apply:






	 	(i)	 	except as contemplated by subparagraph
4.4(d)(iii), the Vendors (at their sole cost entirely) will
have the right to assume carriage of the compromise or
settlement of the Third Party Liability and the conduct of any
related legal, administrative or other proceedings or
negotiations, but the Purchaser shall have the right and shall
be given the opportunity, at its expense, to participate in
the defence of the Third Party Liability, to consult with the
Vendors in the settlement of the Third Party Liability and the
conduct of related legal, administrative and other proceedings
or negotiations (including consultation with counsel) and to
disagree on reasonable grounds with the selection and
retention of counsel, in which case counsel satisfactory to
the Vendors and the Purchaser shall be retained by the
Vendors;
	 
	 	(ii)	 	the Vendors will co-operate with the Purchaser in
relation to the Third Party Liability, will keep it fully
advised with respect thereto, will provide it with copies of
all relevant documentation as it becomes available, will
provide it with access to all records and files relating to
the defence of the Third Party Liability and will meet with
representatives of the Purchaser at all reasonable times to
discuss the Third Party Liability; and
	 
	 	(iii)	 	notwithstanding subparagraphs 4.4(d)(i) and
(ii), the Vendors will not settle the Third Party Liability or
conduct any legal, administrative or other proceedings in any
manner which could, in the reasonable opinion of the
Purchaser, have a material adverse affect on the condition of
the




 









 






	 	 	 	Business, Voyageur or the Purchaser, except with the prior
written consent of the Purchaser (which consent shall not be
unreasonably withheld, conditioned or delayed);






	 	(e)	 	if, with respect to any Third Party Liability, the Vendors do
not admit the Purchaser’s right to indemnification or decline to
assume carriage of the compromise or settlement of any legal,
administrative or other proceedings or negotiations relating to the
Third Party Liability, then the Purchaser, at its discretion, may
assume carriage of the settlement or of any legal, administrative or
other proceedings relating to the Third Party Liability and may
defend or settle the Third Party Liability on such terms as the
Purchaser, acting in good faith, considers advisable;
	 
	 	(f)	 	any cost, lost, damage or expense incurred or suffered or
other amounts paid by Voyageur or the Purchaser in the settlement
or defence of such Third Party Liability or the conduct of any
legal, administrative or other proceedings shall be added to the
amount of the Indemnity Claim, including legal and other
professional fees and costs incurred and any Taxes thereon in
respect of the same; and
	 
	 	(g)	 	notwithstanding any other provision of this Agreement or any
other agreement between any of the Vendors and Voyageur, none of the
Vendors shall have, and each of the Vendors hereby absolutely,
irrevocably and unconditionally releases, any claim for contribution
or indemnity, or any other claim or right of action whatsoever,
against Voyageur in respect of any Indemnity Claim, whether based in
contract or tort or under any principle of law or equity whatsoever.





4.5 Tax Indemnity and Tax Returns





	 	(a)	 	The Vendors shall jointly and severally be liable for and
jointly and severally defend, indemnify and hold harmless the
Purchaser and Voyageur against, all Taxes owed by Voyageur or its
successors in or in respect of taxable periods, or any portion
thereof, of Voyageur ending before the Closing Date (other than
Taxes that relate to taxable periods, or any portion thereof, ending
before the Closing Date which are attributable to transactions
occurring on or after the Closing Date which are effectuated or
initiated by the Purchaser) and that are not provided for in the
Final Net Working Capital Statement. The Vendors shall be entitled
to all Tax refunds (including interest), if any, that are related
to, and to the extent of, any payments made to the Purchaser or
Voyageur under this subsection 4.5(a).
	 
	 	(b)	 	The Purchaser shall be liable for and defend, indemnify and
hold harmless the Vendors against all Taxes owed by Voyageur or its
successors in or in respect of taxable periods, or any portion
thereof, of Voyageur that commence on or after the Closing Date
(including, for this purpose, any Taxes that relate to periods, or
any portion thereof, ending on or before the Closing Date which are
attributable to transactions occurring on or after the Closing Date
which are effectuated or




 









 






	 	 	 	initiated by the Purchaser). The Purchaser shall be entitled to
any Tax refund of Voyageur (including interest), if any, that is
related to, and to the extent of, any payments made to the Vendors
under this subsection 4.5(b).
	 
	 	(c)	 	Notwithstanding any other provision of this Agreement, the
obligations of the Parties to indemnify each other pursuant to this
section 4.5 shall not be subject to any restrictions or limitations
other than those expressly set forth in this Section 4.5 or in
Section 9.6 and shall continue until
ninety days after the expiration of all applicable statutes of
limitations (taking into account any extensions or waivers thereof
but only if the Vendors have consented to such waivers or
extensions) for the assessment of Taxes covered by this section 4.5,
have expired. Additionally, the representations and warranties in
section 3.20 with respect to Taxes shall survive until ninety days
after the expiration of such statutes of limitations.
	 
	 	(d)	 	Neither Party shall take any action the purpose and intent of
which is to prejudice the defense of any claim subject to
indemnification under this section 4.5 or to induce a third party
(including any Governmental Entity) to assert a claim (or commence a
Tax Audit) subject to indemnification under this section 4.5.
	 
	 	(e)	 	After the Closing, the Purchaser shall notify the chief
financial officer of each of the Vendors in writing (including by
telecopier) within 10 days of the receipt of any written notice of
any pending or threatened Tax Audit which, if determined adversely,
could be grounds for indemnification under this section 4.5 (a “Tax
Claim”); provided, however, that any failure to give such notice
shall not affect the rights of the parties hereunder unless and
except to the extent such failure materially and adversely affects
the indemnifying party’s ability to defend, or its right to
participate in the defence of, such Tax Claim.
	 
	 	(f)	 	Tax Conduct






	 	(i)	 	In the case of a Tax Audit relating to any
taxable years or periods ending on or before the Closing Date,
the Vendors shall have the right, at their expense, to control
the conduct of such Tax Audit; provided, however, that if such
Tax Audit would be reasonably expected to result in a material
increase in Tax liability of or with respect to Voyageur or
its assets for taxable periods ending after the Closing Date,
the Vendors shall not settle any such Tax Audit without the
consent of the Purchaser, which consent shall not be
unreasonably withheld, conditioned or delayed. If the Vendors
fail to participate in the conduct of any such Tax Audit, the
Purchaser may defend and settle such Tax Claim in such manner
as it may deem appropriate in its sole discretion, and in such
case is entitled to reimbursement from the Vendors of
reasonable costs and expenses in any manner accruing from,
arising out of, or with respect to or relating to, such Tax
Audit.






 










 






	(ii)	 	In the case of a Tax Audit relating to any
taxable years or periods ending after the Closing Date, the
Purchaser shall have the right, at its expense, to control the
conduct of such Tax Audit; provided, however, that if such Tax
Audit would be reasonably expected to result in a material
increase in Tax liability of Voyageur relating to taxable
periods ending on or before the Closing Date, the Purchaser
shall not settle any such Tax Audit without the consent of the
Vendors, which consent shall not be unreasonably withheld,
conditioned or delayed.
	 
	(iii)	 	If the Purchaser and the Vendors cannot agree
with respect to any matter relating to the conduct of a Tax
Audit described in this subsection 4.5(f), they shall jointly
appoint an impartial Tax lawyer, whose expertise in Taxes is
nationally recognized in the applicable jurisdiction (the
“Advisor”), mutually acceptable to the Vendors and the
Purchaser (or, if they cannot agree on a mutually acceptable
Tax lawyer, they shall cause their respective law firms to
select such lawyer). The Purchaser and the Vendors shall
provide to the Advisor full co-operation. The Advisor shall
be instructed to reach its conclusion regarding the dispute
within 15 Business Days. The conclusion reached by the
Advisor shall be conclusive and binding on the Vendors and the
Purchaser. All fees payable to the Advisor in connection with
the resolution of such disagreements shall be divided equally
between the Vendors (as to 50% collectively) and the
Purchaser.






	(g)	 	The Purchaser, in its discretion, may demand reimbursement in
respect of all or any portion of any indemnity payments to be made
by the Vendors under this section 4.5 from the Warranty Holdback
Amount, and accrued interest, under the Holdback Escrow Agreement,
or from the Vendors, or both.
	 
	(h)	 	Any indemnity payment made by the Vendors to the Purchaser,
or by the Purchaser to the Vendors, pursuant to this Agreement
shall, to the extent permitted under applicable Tax law, be treated
for all tax purposes as an adjustment to the consideration paid with
respect to the Purchased Shares.





ARTICLE 5 - COVENANTS OF THE VENDORS AND OF VOYAGEUR





	5.1	 	Covenants of the Vendors





     The Vendors shall cause Voyageur to perform all of its covenants contained
in this Agreement which are to be performed by Voyageur prior to the Time of
Closing.




	5.2	 	Access to Voyageur





     Voyageur shall make available to the Purchaser and its authorized
representatives information relating to Voyageur and the Business and access to
the properties and personnel of Voyageur pursuant to the confidentiality
agreement between the Purchaser and BMO Nesbitt Burns Inc. on behalf of the
Vendors and Voyageur dated January 14, 2004. At all times prior to



 









 




the Time of Closing, Voyageur shall assist and cause the Auditor to
assist, the Purchaser, its auditors and their respective authorized
representatives in investigations in respect of the property, assets and
undertakings of Voyageur and the Business, to the extent that the Purchaser may
reasonably require, to enable the Purchaser to conduct due diligence in respect
of the transactions contemplated by this Agreement, including without
limitation the financing contemplated by section 5.5 hereof. Except to the
extent required by law, Voyageur and each of the Vendors shall maintain the
confidentiality of all confidential information of the Purchaser including,
without limitation, the financial terms of this Agreement and any information
relating to any existing or proposed financing arrangements of the Purchaser.





	5.3	 	Delivery of Books and Records





     At the Time of Closing there shall be delivered to the Purchaser by
Voyageur all of the books and records of and relating to Voyageur and the
Business.




	5.4	 	Conduct Prior to Closing





     Without in any way limiting any other obligations of the Vendors or of
Voyageur hereunder, during the period from the date hereof to the Time of
Closing:




	(a)	 	Conduct Business in the Ordinary Course. Voyageur shall
conduct the Business and the operations and affairs of Voyageur only
in the ordinary and normal course of business consistent with past
practice, and Voyageur shall not without the prior written consent
of the Purchaser, which shall not be unreasonably withheld,
conditioned or delayed, enter into any transaction or refrain from
doing any action that, if effected before the date of this
Agreement, would constitute a breach of any representation,
warranty, covenant or other obligation of Voyageur or the Vendors
contained herein, and provided further that Voyageur shall not enter
into any material supply arrangements, make any material decisions
or enter into or alter any material Contracts out of the ordinary
course of business without the consent of the Purchaser, which
consent shall not be unreasonably withheld, conditioned or delayed;
	 
	(b)	 	Continue Insurance. Voyageur shall continue to maintain in
full force and effect all policies of insurance or renewals thereof
now in effect and shall give all notices and present all claims
under all policies of insurance in a due and timely fashion;
	 
	(c)	 	Regulatory Consents. Voyageur shall use commercially
reasonable efforts to maintain the Licences up to the Time of
Closing;
	 
	(d)	 	Further Obligations of Voyageur. To the extent not
specifically provided in this section 5.4, the Vendors shall cause
Voyageur to perform all of its pre-Time of Closing obligations
contemplated by this Agreement;
	 
	(e)	 	Contractual Consents. Voyageur shall use commercially
reasonable efforts to give or obtain the notices, consents and
approvals for the Contracts described in




 









 






	 	 	Schedule 3.16 required as a result of the transactions contemplated
in this Agreement;
	 
	(f)	 	Discharge Liabilities. Voyageur shall pay and discharge the
liabilities of Voyageur in the ordinary course in accordance and
consistent with the previous practice of Voyageur, except those
contested in good faith by Voyageur;
	 
	(g)	 	Corporate Action. Voyageur shall take all necessary
corporate action, steps and proceedings to approve or authorize,
validly and effectively, the execution and delivery of this
Agreement and the other agreements and documents contemplated hereby
and to complete the transfer of the Purchased Shares to the
Purchaser and Voyageur and the Vendors shall cause all necessary
meetings of directors and shareholders of the Vendors and Voyageur
to be held for such purpose;
	 
	(h)	 	Issuance of Shares. Voyageur shall not issue any shares in
the capital of Voyageur or enter into any agreement or grant any
option or any right or privilege capable of becoming an agreement
for the purchase, subscription, allotment or issuance of any
unissued shares or other securities of Voyageur;
	 
	(i)	 	Dividends. From the date of this Agreement until and
including the Closing Date, Voyageur shall not declare or pay any
declared but unpaid dividends;
	 
	(j)	 	Commercially Reasonable Efforts. Each of Voyageur and the
Vendors shall use their commercially reasonable efforts to satisfy
the conditions contained in section 8.1; and
	 
	(k)	 	Tax Conduct. Prior to Voyageur or the Vendors changing any
financial or Tax accounting methods, policies or practices of
Voyageur, except as required by a change in GAAP or SEC rules,
regulations or guidelines or applicable law, making, revoking or
amending any Tax election of Voyageur, filing any Tax Return (or
any amendment thereto) or claiming refund by Voyageur, consenting
to extend the period of limitations for the payment or assessment of
any Tax of Voyageur, or settling or compromising any Tax liability
or refund of Voyageur, the Vendors will provide the Purchaser with
written notice of, and a reasonable opportunity to consult with
Voyageur regarding, such intended action.






	5.5	 	Co-operation re Purchaser’s Financing





     The Vendors and Voyageur will co-operate with the Purchaser in respect of
the financing being arranged by the Purchaser for the transactions contemplated
in this Agreement and, in this regard:




	(a)	 	the Vendors and Voyageur will provide documents in respect of
such financing, whether relating to the incurrence by Voyageur of
any debt, liability or obligation in respect of such financing or
the grant of security over the assets of Voyageur or the Purchased
Shares to secure such financing, or otherwise, and, where
applicable, in permitting or authorizing the filing or registration
of such security, provided that legal counsel to the Vendors and
Voyageur, acting reasonably, are




 









 






	 	 	satisfied with the terms of delivery of such documents in escrow
and the conditions of release and, in this regard and without
limitation, the Vendors and Voyageur may require that they be
provided with executed releases and discharges of any security or
other documents so granted;
	 
	(b)	 	Voyageur will retain the Auditor, and the Vendors will
consent to the Auditor being retained by Voyageur on the terms of
the Auditor’s Engagement Letter to provide, at the Purchaser’s
expense, to Voyageur, the Purchaser and the underwriters named in
the Purchaser’s financing circular, as applicable, the SAS 72/100
comfort letters, audited financial statements of Voyageur for the
fiscal years ended December 31, 2003 and 2002; unaudited financial
statements of Voyageur for the three months ended March 31, 2004 and
2003; the written consent of the Auditor to the use of its audit
reports in the Purchaser’s financing offering circular and
subsequent registration on Form F-4 that the Purchaser will file
with the SEC relating to the exchange of securities registered under
the Securities Act for securities that are offered pursuant to the
Purchaser’s financing offering circular, all as more particularly
provided in the Auditor’s Engagement Letter;
	 
	(c)	 	Voyageur and Boise will co-operate with the Purchaser and
provide in a timely fashion such information and assistance to the
Auditor as may be requested by the Auditor or the Purchaser in
performing its work under the Auditor’s Engagement Letter;
	 
	(d)	 	Prior to the Time of Closing, the Purchaser shall reimburse
Voyageur for all fees and expenses paid or payable to the Auditor in
respect of the services rendered to Voyageur pursuant to the
Auditor’s Engagement Letter;
	 
	(e)	 	Voyageur shall, at the reasonable request of the Purchaser,
request KPMG to comply with its obligations under the Auditor’s
Engagement Letter, provided that, notwithstanding this subsection or
any other provisions of this Agreement, the compliance by the
Auditor with its obligations under the Auditor’s Engagement Letter,
including, without limitation, the provision of the SAS 72/100
comfort letters or any other documents to the satisfaction of the
Purchaser, shall not constitute a Purchaser’s Condition and neither
the Vendors nor Voyageur shall have any obligation or liability to
the Purchaser in respect of any failure or refusal by the Auditor to
comply with the Auditor’s Engagement Letter.






	5.6	 	Delivery of Documents





     The Vendors shall deliver and cause to be delivered to the Purchaser all
necessary transfers, assignments and other documentation reasonably required to
transfer the Purchased Shares to the Purchaser with good and marketable title,
free and clear of all Encumbrances, except for Permitted Encumbrances.



 









 






	5.7	 	Delivery of Corporate and Closing Documentation





     Each of the Vendors shall ensure delivery to the Purchaser of certificates
of status and copies, certified by a senior officer of such Vendor and
Voyageur, respectively, dated as of the Closing Date, of the articles and by
laws (or other applicable constating documents) of such Vendor and Voyageur and
of the resolutions of such Vendor and, if necessary, Voyageur authorizing its
execution, delivery and performance of this Agreement and any documents to be
provided by either of them pursuant to the provisions hereof. Voyageur and
each of the Vendors shall also execute and deliver or cause to be executed and
delivered to the Purchaser such other documents relevant to the closing of the
transactions contemplated hereby as the Purchaser may request, acting
reasonably, including without limiting the generality of the foregoing, all
necessary transfers, assignments, assumptions and other documentation
reasonably required to effect the covenants, agreements and transactions
provided for in this Agreement.




	5.8	 	Expiration of Covenants





     If the Closing occurs, the covenants of the Vendors and Voyageur contained
in Articles 5, 7 and 9 (except section 9.3) shall be deemed to have expired at
the Time of Closing and any of such covenants which were not fulfilled prior to
the Time of Closing shall be deemed to have been irrevocably waived by the
Purchaser, except to the extent that a certificate provided to the Purchaser as
contemplated in subsection 8.1(b) is incorrect in which case the sole and
exclusive remedy of the Purchaser against the Vendors in respect of such
incorrect certificate shall be to make a claim against the Warranty Holdback
Amount.



ARTICLE 6 - PURCHASER’S COVENANTS





	6.1	 	Delivery of Purchaser’s Corporate and Closing Documentation





     The Purchaser shall deliver to the Vendors a certificate of status and a
copy, certified by a senior officer of the Purchaser, dated as of the Closing
Date, of its articles and by laws (or other applicable constating documents)
and of the resolution authorizing the execution, delivery and performance by
the Purchaser of this Agreement and any documents to be provided by it pursuant
to the provisions hereof. The Purchaser shall also execute and deliver or cause
to be executed and delivered a copy of each of such other documents relevant to
the closing of the transaction contemplated hereby as the Vendors, acting
reasonably, may request, including without limiting the generality of the
foregoing, all necessary transfers, assignments, assumptions and other
documentation reasonably required to effect the covenants, agreements and
transactions provided for in this Agreement.




	6.2	 	Conduct Prior to Closing





     Without in any way limiting any other obligations of the Purchaser
hereunder, during the period from the date hereof to the Time of Closing:




	(a)	 	Corporate Action. The Purchaser shall take and cause its
Affiliates to take, all necessary corporate action, steps and
proceedings to approve or authorize, validly and effectively, the
execution and delivery of this Agreement and the other




 









 






	 	 	agreements and documents contemplated hereby and to complete the
purchase of the Purchased Shares from the Vendors and to cause all
necessary meetings of directors and shareholders of the Purchaser
or its Affiliates to be held for such purpose; and
	 
	(b)	 	Commercially Reasonable Efforts. The Purchaser shall use its
commercially reasonable efforts to satisfy the conditions contained
in section 8.2.






	6.3	 	Post Closing Covenants





     The Purchaser shall use commercially reasonable efforts to cause Voyageur
to be amalgamated with or wound up into the Purchaser or an Affiliate of the
Purchaser or dissolved as soon after the Closing Date as is practicable.
Without in any way limiting any other obligations of the Purchaser hereunder,
from and after the Time of Closing:




	(a)	 	Final Net Working Capital Statement. Further to section 2.4,
the Purchaser shall cause Voyageur to make available to the Auditor
all books and records of Voyageur and to co-operate with the Auditor
as reasonably required, each in such manner to allow the Auditor to
audit the Final Net Working Capital Statement and to deliver the
Auditor’s Report.
	 
	(b)	 	Auditor’s Report. The Purchaser shall assist as reasonably
required in order for the Purchaser’s Auditor to audit the Final Net
Working Capital Statement and to deliver the Auditor’s Report.
	 
	(c)	 	Further Obligations of Voyageur. To the extent not
specifically provided in this section 6.3, the Purchaser shall cause
Voyageur to perform all of its post-Time of Closing obligations
contemplated by this Agreement.
	 
	(d)	 	Future Access to Books, Records and Employees. The Purchaser
shall preserve and keep any records of the Vendors, Voyageur or the
Business delivered to the Purchaser for a period of six (6) years
from the Closing Date, or for any longer period as may be required
by any applicable law or regulation, or pursuant to any policy,
order or direction of any Governmental Entity having jurisdiction or
pursuant to subsection 6.4(c). Upon reasonable advance notice, after
the Closing Date, the Purchaser will grant the Vendors and their
representatives reasonable access during normal business hours, and
hereby grants to the Vendors a license free of charge, to use the
books, records and documentation of the Business relating to the
period up to the Closing Date, including, without limitation, any
employment records relating to the period up to the Closing Date of
the employees, and computer systems, tapes, discs, records and
software acquired as part of the Business. In addition, following
Closing, for the purposes of satisfying its obligations or enforcing
or defending its rights, under, pursuant to, or in respect of, any
liabilities or obligations of the Vendors relating to any Losses or
otherwise in respect of the Business prior to the Closing, upon
reasonable advance notice, the Purchaser shall permit the Vendors
and its representatives reasonable access during normal business
hours to the following: (i) the books, records and




 









 






	 	 	documentation of the Business; and (ii) the employees employed in
the Business. The Purchaser shall use reasonable efforts to make
available to the Vendors the employees employed by Voyageur or the
Purchaser in the Business for the purposes of giving evidence in
any legal proceeding relating to matters or circumstances arising
prior to Closing.






	6.4	 	Post-Closing Tax Co-operation






	(a)	 	Within forty-five days after the Closing Date, the Vendors
shall cause all Tax Returns of Voyageur to be timely and properly
prepared for all periods ending on or before the Closing Date. The
Purchaser shall cause Voyageur and any relevant persons to
co-operate fully and promptly in connection with the Vendors’
preparation and filing of such returns. The Purchaser, upon
Voyageur’s receipt and approval of same, which approval shall not be
unreasonably withheld, conditioned or delayed, will cause Voyageur
to sign and timely file the Tax Returns with the relevant
Governmental Entities.
	 
	(b)	 	Without derogating from any other obligation Voyageur may
have, the Purchaser will cause Voyageur to timely remit any Taxes
shown as owing on the Tax Returns referred to in subsection 6.4(a).
	 
	(c)	 	Each of the Purchaser, Voyageur and the Vendors shall
co-operate fully, as and to the extent reasonably requested by one
of the other Parties, for any purpose with respect to Taxes of
Voyageur (including any audit, litigation or other proceeding)
relating to a period ending on or before the Closing Date. The
Vendors shall control any such audit, litigation or other
proceeding. Such co-operation shall include the retention and (upon
the other Party’s request) the provision of records and information
which are reasonably relevant to any such audit, litigation or other
proceeding and making employees available on a mutually convenient
basis to provide additional information and explanation of any
material provided hereunder. Each of the Purchaser, Voyageur and
each of the Vendors agrees (i) to retain all books and records with
respect to tax matters pertinent to Voyageur until the expiration of
the applicable statute of limitations, (ii) to give the Vendors
reasonable written notice prior to transferring, destroying or
discarding any such books and records and, if so requested, shall
allow the Vendors reasonable access to such books and records, and
(iii) to provide such information as may be requested by the
Purchaser with respect to the Tax Returns of Voyageur including,
without limitation, information concerning transactions between
Voyageur and any of the Vendors as may be in the possession of such
Party.
	 
	(d)	 	The Purchaser and Voyageur, upon reasonable request by the
Vendors, shall use all reasonable commercial efforts to obtain any
certificate or other document from any Governmental Entity or any
other Person as may be necessary to mitigate, reduce or eliminate
any Taxes that could be imposed on Voyageur in respect of a period,
or any portion thereof, ending on or before the Closing Date.




 









 






	(e)	 	Without the prior written consent of the Vendors, neither the
Purchaser nor Voyageur shall file an amended Tax Return, or any
other document, which attempts to alter Voyageur’s tax position in
respect of a period (or any portion thereof) ending on or before the
Closing Date.





ARTICLE 7- REGULATORY APPROVALS





	7.1	 	Control of Operations





     The Purchaser agrees that, prior to the Closing Date, the Purchaser may
not and hereby agrees that it will not exercise control over or otherwise
attempt to influence or interfere in the affairs of Voyageur or the Business.




	7.2	 	Assistance Regarding Applications





     Each of the Vendors and the Purchaser will use their commercially
reasonable efforts to assist each other in obtaining the regulatory approvals
required to enable the transactions under this Agreement to be completed. Any
Party that receives a notice providing for any such regulatory approval shall
provide notice to the other Parties as soon as commercially reasonably possible
and in any event not later than 5:00 p.m. on the next Business Day following
receipt of such notice.




	7.3	 	Purchaser’s Efforts





     The Purchaser will make on a timely basis and diligently pursue all
requisite applications and notifications necessary to secure any regulatory
consents or approvals that may be required to permit the Purchaser to acquire
the Purchased Shares.




	7.4	 	Vendors’ Efforts





     The Vendors will, or will cause Voyageur to:




	(a)	 	make on a timely basis and diligently pursue any and all
requisite applications and notifications necessary to secure any
regulatory consents or approvals that may be required to permit the
Vendors to sell the Purchased Shares; and
	 
	(b)	 	support and co-operate in the filing and pursuit of and not
intervene in or otherwise hinder, the applications made by the
Purchaser to secure any regulatory consents or approvals that may be
required to permit the Purchaser to acquire the Purchased Shares.






	7.5	 	Purchaser’s Agreement to Co-operate





     The Purchaser agrees not to exercise, or support or co-operate in or
otherwise encourage the exercise by any other person (other than the Vendors or
its Affiliates) of, any rights of appeal that may be available in connection
with the decisions of the applicable regulatory authorities with respect to the
transfer of the Purchased Shares to the Purchaser.



 









 






	7.6	 	Competition Act Matters





     Assuming that the Closing Date is the date of this Agreement, the
Purchaser represents and warrants to the Vendors that the Purchaser together
with its affiliates (as defined in the Competition Act) has assets in Canada
which exceed $400 million (Cdn.) and has annual gross revenues from sales in,
from and into Canada which exceed $400 million (Cdn.), in either case, as
determined pursuant to section 109 of the Competition Act and the regulations
thereto and that the Purchaser is not aware of any proposed or likely
transaction or event the consequences of which, if taken into account, would
affect the foregoing representation and warranty.



     Without limiting the generality of this Article 7, the Purchaser, the
Vendors and Voyageur will each use reasonable efforts to obtain Competition Act
Compliance and in doing so will co-operate with each other. The Purchaser will
as soon as practicable, prepare and provide submissions to the Commissioner of
Competition, including a request for a no-action letter and an application for
an Advance Ruling Certificate. The Purchaser, the Vendors and Voyageur shall
each within 48 hours furnish any information requested under the Competition
Act. In addition, if requested by the Commissioner of Competition, the
Purchaser or the Vendors, Voyageur and the Purchaser shall file a short-form or
long-form pre-merger notification pursuant to the Competition Act. The
Purchaser will keep the Vendors and Voyageur reasonably informed of the status
of the review process and will provide the Vendors and Voyageur with copies of
any submission or application in draft form (with any confidential information
redacted therefrom). The Purchaser and Voyageur will each pay one half of any
requisite filing fees and applicable Taxes in relation to any filing or
application made in respect of the Competition Act.




	7.7	 	H-S-R Act Matters





     In furtherance and not in limitation of the other provisions of this
Agreement, each of the Purchaser, the Vendors and Voyageur agree to make an
appropriate filing of a notification and report form pursuant to the H-S-R Act
with respect to the purchase of the Purchased Shares within ten business days
after the date of this Agreement, to supply within three Business Days any
information and documentary material that may be further requested by either
the FTC or the Antitrust Division of the Department of Justice (the “Antitrust
Agencies”) pursuant to the H-S-R Act, and to use reasonable best efforts to
co-operate with the Antitrust Agencies to cause the expiration or termination
of any applicable waiting periods under the H-S-R Act as soon as practicable.
Each of the Parties agrees not to enter into any agreement with a Governmental
Entity with respect to the H-S-R waiting period nor to delay or not to
consummate the transactions contemplated by this Agreement except with the
prior written consent of the other Parties. The Purchaser and Voyageur will
each pay one half of any requisite filing fees and applicable Taxes in relation
to any filing or application made pursuant to the H-S-R Act.




	7.8	 	Governmental Entity Communications





     Each of the Vendors, Voyageur and the Purchaser shall (i) promptly notify
the other Parties of any written communication to that Party from any
Governmental Entity located in Canada or the United States and, subject to
applicable law, if practicable, permit the other Parties to review in advance
any proposed written communication to any such Governmental Entity and
incorporate the other Parties’ reasonable comments provided within two Business
Days of such



 









 




review, (ii) not agree to participate in any substantive meeting or
discussion with any such Governmental Entity in respect of any filing,
investigation or inquiry concerning this Agreement or the purchase of the
Purchased Shares unless it consults with the other Parties in advance and, to
the extent permitted by such Governmental Entity, gives the other Parties the
opportunity to attend and (iii) furnish the other Parties with copies of all
correspondence, filings and written communications between them and their
affiliates and their respective representatives on one hand, and any such
Governmental Entity or its respective staff on the other hand, with respect to
this Agreement and the purchase of the Purchased Shares.




ARTICLE 8 - CONDITIONS OF CLOSING





	8.1	 	Conditions of Closing in Favour of the Purchaser





     The Purchaser’s obligations to effect the covenants, agreements and
transactions contemplated in Article 2 shall be subject to the satisfaction or
waiver at or prior to the Time of Closing of the following terms and
conditions:




	(a)	 	Representations and Warranties. The representations and
warranties of each of the Vendors and Voyageur contained in this
Agreement shall be true and correct at the Time of Closing, with the
same force and effect as if such representations and warranties were
made at and as of such time, except where the failure to be so true
and correct would not, individually or in the aggregate, have or be
reasonably likely to have a Material Adverse Effect, and a
certificate of an authorized officer of each of the Vendors and
Voyageur dated the Closing Date to that effect shall have been
delivered to the Purchaser, such certificate to be in form and
substance satisfactory to the Purchaser, acting reasonably;
	 
	(b)	 	Covenants. All of the terms, covenants and conditions of
this Agreement to be complied with or performed by each of the
Vendors and Voyageur at or before the Time of Closing, including but
not limited to those deliveries contemplated by Article 5, shall
have been complied with or performed except where the failure to
comply or perform such covenants would not, individually or in the
aggregate, have or be reasonably likely to have a Material Adverse
Effect, and a certificate of an authorized officer of each of the
Vendors and Voyageur, dated the Closing Date, to that effect shall
have been delivered to the Purchaser, such certificate to be in form
and substance satisfactory to the Purchaser, acting reasonably;
	 
	(c)	 	Regulatory Consents. There shall have been obtained from all
appropriate Governmental Entities such consents as are required to
be obtained by the Vendors to permit the Licences to remain in
effect on the same terms after the Closing, notwithstanding the
change of ownership of the Purchased Shares contemplated hereby
including, without limitation, those Licences described in Schedule
3.17;
	 
	(d)	 	Contractual Consents for Voyageur. The Vendors shall have
given or obtained the notices, consents and approvals required to
permit the Contracts described in Schedule 3.16 (other than the
Operating and Marketing Agreement) to remain in




 









 






	 	 	effect on the same terms after the Closing, notwithstanding the
change of ownership of the Purchased Shares, in each case in form
and substance satisfactory to the Purchaser, acting reasonably;
	 
	(e)	 	No Action or Proceeding. No legal or regulatory action or
proceeding shall be pending or threatened by any person to enjoin,
restrict or prohibit the purchase and sale of the Purchased Shares
contemplated hereby;
	 
	(f)	 	No Material Damage. No damage to the real or personal
property of Voyageur that is used in the Business shall have
occurred from February 12, 2004 to the Time of Closing, whether
arising by fire or any other hazard, except such incidents of damage
that would not, individually or in the aggregate, have or be
reasonably likely to have a Material Adverse Effect, and a
certificate of an authorized officer of each of the Vendors and
Voyageur, dated the Closing Date, to that effect shall have been
delivered to the Purchaser;
	 
	(g)	 	Legal Opinion. The Vendors shall have delivered to the
Purchaser an opinion of McCarthy Tétrault LLP, counsel to the
Vendors, in the form attached hereto as Schedule 8.1(g);
	 
	(h)	 	Resignation of Directors and Officers. The director and such
officers of Voyageur as the Purchaser may specify shall have
resigned in favour of nominees of the Purchaser effective as of the
Time of Closing;
	 
	(i)	 	Encumbrances. Any third party bank or commercial lender to
Voyageur or the Vendors shall have released or undertaken to release
any Encumbrances made in its favour over or with respect to the
Purchased Shares or the property of Voyageur;
	 
	(j)	 	Release by Vendor, Directors and Officers. The Vendors and
the director and such officers of Voyageur as the Purchaser may
specify, by notice delivered to the Vendors not less than 15
Business Days prior to the Closing Date, shall have executed and
delivered, at the Time of Closing, releases in favour of Voyageur
and the Purchaser in the form attached hereto as Schedule 8.1(j);
and
	 
	(k)	 	Merger Notification Law Compliance. Merger Notification Law
Compliance shall have been obtained.




If any of the conditions contained in this section 8.1 (the “Purchaser’s
Conditions”) shall not at or prior to the Time of Closing be performed or
fulfilled to the satisfaction of the Purchaser, acting reasonably, or waived by
the Purchaser in writing, then the Purchaser may, by notice to the Vendors,
terminate this Agreement and the obligations of the Vendors, Voyageur and the
Purchaser under this Agreement.




 









 









	8.2	 	Conditions of Closing in Favour of the Vendors





     The Vendors’ obligations to effect the covenants, agreements and
transactions contemplated in Article 2 shall be subject to the satisfaction or
waiver at or prior to the Time of Closing of the following terms and
conditions:




	(a)	 	Representations and Warranties. The representations and
warranties of the Purchaser contained in this Agreement shall be
true and correct at the Time of Closing, with the same force and
effect as if such representations and warranties were made at and as
of such time, and a certificate of an authorized officer of the
Purchaser dated the Closing Date to that effect shall have been
delivered to the Vendors, such certificate to be in form and
substance satisfactory to the Vendors, acting reasonably;
	 
	(b)	 	Covenants. All of the terms, covenants and conditions of
this Agreement to be complied with or performed by the Purchaser at
or before the Time of Closing, including but not limited to those
deliveries contemplated by Article 6, shall have been complied with
or performed and a certificate of a senior officer of the Purchaser
dated the Closing Date to that effect shall have been delivered to
the Vendors, such certificate to be in form and substance
satisfactory to the Vendors, acting reasonably;
	 
	(c)	 	Regulatory Consents. There shall have been obtained, from
all appropriate Governmental Entities, such Licences as are required
by law to be obtained by the Purchaser to permit the change of
ownership of the Purchased Shares contemplated hereby including
those described in Schedule 3.17, in each case in form and substance
satisfactory to the Vendors, acting reasonably;
	 
	(d)	 	No Action or Proceeding. No legal or regulatory action or
proceeding shall be pending or threatened by any person to enjoin,
restrict or prohibit the purchase and sale of the Purchased Shares
contemplated hereby;
	 
	(e)	 	Legal Opinion. The Purchaser shall have delivered to the
Vendors an opinion of Koffman Kalef, counsel to the Purchaser, in
the form attached hereto as Schedule 8.2(e); and
	 
	(f)	 	Merger Notification Law Compliance. Merger Notification Law
Compliance shall have been obtained.




If any of the conditions in this section 8.2 shall not be at or prior to the
Time of Closing performed or fulfilled to the satisfaction of the Vendors,
acting reasonably, or waived by the Vendors in writing, then the Vendors may,
by notice to the Purchaser, terminate this Agreement and the obligations of the
Vendors, Voyageur and the Purchaser under this Agreement.




 









 








ARTICLE 9 - CLOSING ARRANGEMENTS





	9.1	 	Place of Closing





     The Parties will meet at 10:00 a.m. (Vancouver, British Columbia time), or
such other time as the Parties agree, on the day prior to the Closing Date at
the office of Koffman Kalef, at 19th Floor, 885 West Georgia Street, Vancouver,
British Columbia, V6C 3H4 to execute all closing, documentation in escrow,
which documents will be released from escrow and delivered to the Parties upon
completion of the sale and purchase of the Purchased Shares on the Closing
Date.




	9.2	 	Transfer





     As at the Time of Closing, the Vendors shall deliver to the Purchaser
certificates representing all the Purchased Shares, duly endorsed in blank for
transfer, and will cause the sole director of Voyageur and officers specified
by the Purchaser to resign and be replaced by nominees of the Purchaser elected
by unanimous written resolutions of the Vendors as shareholders of Voyageur,
whereupon, subject to all other terms and conditions hereof being complied
with, payment of the Share Purchase Price shall be made in the manner provided
in Article 2.




	9.3	 	Further Assurances





     Each Party covenants and agrees to execute and deliver up to the Closing
Date, and from time to time subsequent to the Closing Date at the request and
expense of the requesting Party, all such documents, including, without
limitation, all such additional conveyances, transfers, consents and other
assurances and do all such other acts and things as any other Party hereto,
acting reasonably, may from time to time request be executed or done in order
to better evidence, perfect or effectuate any provision of this Agreement or of
any agreement or other document executed pursuant to this Agreement or any of
the respective obligations intended to be created hereby or thereby.




	9.4	 	Right to Extend





     The Purchaser may by notice in writing given to the Vendors by May 17,
2004, extend the Closing Date by up to thirty days.




	9.5	 	Liquidated Damages





     If, notwithstanding the performance, fulfillment or waiver of all of the
Purchaser’s Conditions, the Purchaser fails to complete the transactions
contemplated herein, then the Purchaser shall pay $5 million to the Vendors on
the Closing Date, to be allocated among them as they may agree, as a genuine
pre-estimate of all damages that would be suffered by Voyageur and the Vendors
in such event, and upon such payment being made, Voyageur and each of the
Vendors shall be deemed to have accepted such payment in full and final
satisfaction of any and all claims any of them may have had against the
Purchaser or any of the Purchaser’s directors, officers, employees or agents,
in respect of or in any way relating to this Agreement or any of the
transactions contemplated herein. If the Purchaser fails to pay $5 million to
the Vendors when



 









 




required to do so pursuant to this section, the Vendors may claim against
the Purchaser, and the Purchaser will pay to the Vendors, the $5 million
payable pursuant to this section as well as any other Losses which the Vendors
have suffered or incurred as a result of the Purchaser’s failure to complete
the transactions contemplated herein.





	9.6	 	Maximum Vendor Liability





     Notwithstanding any other provision of this Agreement, in no event,
whether as a result of a breach of contract, indemnity, warranty, or
representation, a tort (including negligence on the part of any Vendor), strict
liability or otherwise, shall the liabilities of any Vendor to the Purchaser or
its insurers for all Losses arising out of, or resulting from this Agreement,
or from its performance or breach hereunder, exceed the amount of the Share
Purchase Price proceeds actually received by such Vendor.



ARTICLE 10 - MISCELLANEOUS





	10.1	 	Notices






	(a)	 	Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be delivered in
person, transmitted by telecopy [or similar means of recorded
electronic communication (such as electronic mail,] or sent by
registered mail, charges prepaid, addressed as follows:






	(i)	 	if to the Vendors:





	 
	Boise Cascade Corporation

	1111 West Jefferson Street

	P.O. Box 50

	Boise, Idaho 83728

	 

	Attention: Irving Littman

	 

	Telecopier: (208) 384-7945









     with a copy to:



	 
	McCarthy Tétrault LLP

	1300 – 777 Dunsmuir Street

	P.O. Box 10424 Pacific Centre

	Vancouver, B.C. V7V 1K2

	 

	Attention: Jim Titerle

	 

	Telecopier: (604) 643-7900








 









 







	(ii)	 	if to the Purchaser:





	 
	Ainsworth Lumber Co. Ltd.

	Suite 3194 Bentall Four P.O. Box 49307

	1055 Dunsmuir Street

	Vancouver, B.C. V7X 1L3

	 

	Attention:    Catherine Ainsworth

	 

	Telecopier:   (604) 661-3201









     with a copy to:



	 
	Koffman Kalef Business Lawyers

	Suite 1900 – 885 West Georgia St.

	Vancouver, B.C.

	V6C 3H4

	 

	Attention:    Morley Koffman

	 

	Telecopier:   (604) 891-3788









	(b)	 	Any such notice or other communication shall be deemed to
have been given and received on the day on which it was delivered or
transmitted (or, if such day is not a Business Day, on the next
following Business Day) or, if mailed, on the third Business Day
following the date of mailing; provided, however, that if at the
time of mailing or within three Business Days thereafter there is or
occurs a labour dispute or other event that might reasonably be
expected to disrupt the delivery of documents by mail, any notice or
other communication hereunder shall be delivered or transmitted by
means of recorded electronic communication as aforesaid.
	 
	(c)	 	Any Party may at any time change its address for service from
time to time by giving notice to the other Parties in accordance
with this section 10.1.






	10.2	 	Consultation





     The Parties shall consult with each other before issuing any press release
or making any other public announcement with respect to this Agreement or the
transactions contemplated hereby and, except as required by any applicable law
or regulatory requirement, neither the Vendors nor the Purchaser shall issue
any such press release or make any such public announcement without the prior
consent of the other, which consent shall not be unreasonably withheld or
delayed.



 









 






	10.3	 	Disclosure





     Prior to any public announcement of the transaction contemplated hereby
pursuant to section 10.2, no Party shall disclose this Agreement or any aspect
of such transaction except, as applicable, on a confidential basis to its board
of directors, its senior management, its legal, accounting, financial or other
professional advisors, any financial institution contacted by it with respect
to any financing required in connection with such transaction and counsel to
such institution, or as may be required by any applicable law or any regulatory
authority or stock exchange having jurisdiction.




	10.4	 	Commercially Reasonable Efforts





     The Parties acknowledge and agree that, for all purposes of this
Agreement, an obligation on the part of any Party to use its commercially
reasonable efforts to obtain any waiver, consent, approval, permit, licence or
other document shall not require such Party to make any payment to any person
for the purpose of procuring the same, other than payments for amounts due and
payable to such person, payments for incidental expenses incurred by such
person and payments required by any applicable law or regulation.




	10.5	 	Assignment





     The Purchaser shall be entitled at any time prior to the Closing to assign
this Agreement to any Affiliate of the Purchaser and in such case such assignee
shall have and may exercise all the rights, and shall assume all of the
obligations, of the Purchaser under this Agreement, and any reference to the
Purchaser in this Agreement shall in such case be deemed to refer to such
assignee, provided that no such assignment shall release the Purchaser from
liability for its obligations as purchaser of the Purchased Shares hereunder.
Except as hereinbefore provided, neither this Agreement nor any rights or
obligations hereunder shall be assignable by any Party hereto without the prior
written consent of each of the other Parties. Subject thereto, this Agreement
shall enure to the benefit of and be binding upon the Parties hereto and their
respective successors (including any successor by reason of amalgamation of any
Party hereto) and permitted assigns.




	10.6	 	Counterparts





     This Agreement may be executed in counterparts, each of which shall
constitute an original and all of which taken together shall constitute one and
the same instrument.



     IN WITNESS WHEREOF this Agreement has been executed by the Parties.



	 	 	 
	  

	 	BOISE CASCADE CORPORATION
	 
	 	 
	

	 	By:     /s/
Authorized Officer    
	 	 	 
	

	 	By:     /s/
Authorized Officer    







 









 






	 	 	 
	  

	 	ABITIBI-CONSOLIDATED COMPANY
	

	 	OF CANADA
	 
	 	 
	

	 	By:     /s/
Authorized Officer    
	 
	 	 
	

	 	By:     /s/
Authorized Officer    
	 
	 	 
	

	 	THE NORTHWESTERN MUTUAL LIFE
	

	 	INSURANCE COMPANY
	 
	 	 
	

	 	By:     /s/
Richard A. Strait    
	 
	 	 
	 
	 	 
	

	 	ALLSTATE INSURANCE COMPANY
	 
	 	 
	

	 	By:     /s/
Authorized Officer    
	 
	 	 
	

	 	By:     /s/
Authorized Officer    
	 
	 	 
	

	 	VOYAGEUR PANEL LIMITED
	 
	 	 
	

	 	By:     /s/
Authorized Officer    
	 
	 	 
	

	 	By:     /s/
Authorized Officer    
	 
	 	 
	

	 	AINSWORTH LUMBER CO. LTD.
	 
	 	 
	

	 	By:     /s/
Catherine Ainsworth    
	 
	 	 
	

	 	By:     /s/
Allen Ainsworth