10.11
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF OREGON (WITHOUT REGARD TO THE
PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAWS).
10.12
JURISDICTION. BUYER AND SELLER AGREE THAT THE BANKRUPTCY COURT SHALL
HAVE EXCLUSIVE JURISDICTION OVER ALL DISPUTES AND OTHER MATTERS RELATING TO (I)
THE INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENT
EXECUTED PURSUANT HERETO; AND (II) THE KLAMATH NORTHERN STOCK, THE EQUIPMENT
LEASES, AND THE ASSUMED LIABILITIES, AND BUYER EXPRESSLY CONSENTS TO AND AGREES
NOT TO CONTEST SUCH EXCLUSIVE JURISDICTION.
10.13
EXECUTION. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
EACH PARTY MAY RELY UPON THE SIGNATURE OF EACH OTHER PARTY ON THIS AGREEMENT
THAT IS TRANSMITTED BY FACSIMILE AS CONSTITUTING A DULY AUTHORIZED, IRREVOCABLE,
ACTUAL, CURRENT DELIVERY OF THIS AGREEMENT WITH THE ORIGINAL INK SIGNATURE OF
THE TRANSMITTING PARTY.
10.14
INCORPORATION OF RECITALS, EXHIBITS, AND SCHEDULES. THE RECITALS TO
THIS AGREEMENT AND ALL EXHIBITS AND SCHEDULES TO THIS AGREEMENT ARE INCORPORATED
HEREIN BY THIS REFERENCE.
10.15
FURTHER ASSURANCES. EACH PARTY AGREES TO EXECUTE AND DELIVER SUCH
ADDITIONAL DOCUMENTS AND INSTRUMENTS AS MAY REASONABLY BE REQUIRED TO EFFECT
THIS TRANSACTION FULLY, SO LONG AS THE TERMS THEREOF ARE CONSISTENT WITH THE
TERMS OF THIS AGREEMENT.
[Signature page follows]
19
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.
Seller:
CROWN PACIFIC PARTNERS, L.P.,
a Delaware limited partnership
By:
Crown Pacific Management Limited Partnership, its
Managing General Partner
By:
/s/ Steven E. Dietrich
Title: SVP, CFO & Treasurer
Buyer:
INTERNATIONAL FOREST PRODUCTS LIMITED, a
British Columbia corporation
By:
/s/ Duncan K. Davis
Title:
President & CEO
By:
/s/ John Horning
Title: Sr. Vice Pres. & CFO
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Schedules:
1.2
Equipment Leases
6.1.6
KNRC Real Property Interests
6.1.7
Personal Property
6.1.8
Permits and Licenses
6.1.14
KNRC Contracts
Exhibits:
A
Assignment and Assumption Agreement
B
Guarantee
21