SET FORTH IN THIS AGREEMENT OR IN THE EXHIBITS AND SCHEDULES TO THIS
AGREEMENT.
10.11
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON (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 PURCHASED ASSETS AND THE ASSUMED
LIABILITIES, AND BUYER EXPRESSLY CONSENTS TO AND AGREES NOT TO CONTEST SUCH
EXCLUSIVE JURISDICTION.
10.13
TAX EFFECT. NONE OF THE PARTIES (NOR ANY PARTY'S REPRESENTATIVES)
HAS MADE OR IS MAKING IN THIS AGREEMENT ANY REPRESENTATION TO ANY OTHER PARTY
(OR SUCH PARTY'S COUNSEL OR ACCOUNTANTS) CONCERNING ANY OF THE TAX EFFECTS OR
CONSEQUENCES OF THIS TRANSACTION. EACH PARTY REPRESENTS THAT IT HAS OBTAINED, OR
MAY OBTAIN, INDEPENDENT TAX ADVICE WITH RESPECT THERETO AND UPON WHICH, IF SO
OBTAINED, SUCH PARTY HAS SOLELY RELIED.
10.14
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.
10.15
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. THE PARTIES ACKNOWLEDGE THAT THE SCHEDULES TO THIS
AGREEMENT MAY CONTAIN ITEMS SOLELY FOR INFORMATIONAL PURPOSES FOR THE
CONVENIENCE OF BUYER AND THAT A DISCLOSURE OF ANY MATTER THEREIN SHALL NOT BE
CONSTITUTE AN ACKNOWLEDGEMENT BY SELLER THAT THE MATTER IS REQUIRED TO BE
DISCLOSED UNDER THE TERMS OF THIS AGREEMENT.
10.16
FURTHER ASSURANCES. EACH PARTY AGREES TO EXECUTE AND DELIVER SUCH
ADDITIONAL DOCUMENTS AND INSTRUMENTS AS MAY REASONABLY BE REQUIRED TO EFFECT
THIS TRANSACTION FULLY, AS LONG AS THE TERMS THEREOF ARE CONSISTENT WITH THE
TERMS OF THIS AGREEMENT.
[Signature page follows]
33
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.
Seller:
CROWN PACIFIC LIMITED PARTNERSHIP,
a Delaware limited partnership
By:
Crown Pacific Management Limited
Partnership, its 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 President & CFO
34
Schedules:
1.1.1-1
Port Angeles Mill Legal Description
1.1.1-2
Marysville Mill Legal Description
1.1.1-3
Gilchrist Mill Legal Description
1.1.1-4
Prineville Property Legal Description
1.1.2
Real Property Leases
1.1.3
Personal Property
1.1.5-1
Personal Property Leases
1.1.5-2
Other Contracts
1.1.5-3
Sales and Purchase Orders (delivered at Closing)
1.1.6-1
Permits and Licenses
1.1.6-2
Computer Software
1.1.7
Excluded Accounts Receivable
1.2
Excluded Assets
2.4
Example of Estimated Purchase Price Adjustment
2.6
Purchase