RECITALSCredit Agreement • March 27th, 2002 • Potlatch Corp • Paper mills • New York
INDENTUREIndenture • August 13th, 2001 • Potlatch Corp • Paper mills • New York
Exhibit (2) ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 15th, 2002 • Potlatch Corp • Paper mills • New York
1 EXHIBIT 1.1 POTLATCH CORPORATION _____% DEBENTURES DUE_____ UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 1995 • Potlatch Corp • Wholesale-medical, dental & hospital equipment & supplies • New York
among POTLATCH CORPORATION as Borrower CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO as Guarantors THE LENDERS FROM TIME TO TIME PARTY HERETO andCredit Agreement • August 13th, 2001 • Potlatch Corp • Paper mills • New York
Exhibit 4.2 POTLATCH CORPORATION 6.25% Notes due March 15, 2002 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 20th, 1999 • Potlatch Corp • Paper mills • New York
Exhibit 10(c)(i) STOCK OPTION AGREEMENT ---------------------- POTLATCH CORPORATION 2000 STOCK INCENTIVE PLAN ----------------------------------------------Stock Option Agreement • March 27th, 2002 • Potlatch Corp • Paper mills • Delaware
Exhibit (10)(o)(iv) March 19, 2002 To the Lenders under the Credit Agreement referenced belowCredit Agreement • May 15th, 2002 • Potlatch Corp • Paper mills
June 29, 2001 Goldman, Sachs & Co., Banc of America Securities LLC Scotia Capital (USA) Inc. Wachovia Securities, Inc. Wells Fargo Brokerage Services, LLC As representatives of the several Purchasers named in Schedule I to the Purchase Agreement c/o...Exchange and Registration Rights Agreement • October 2nd, 2001 • Potlatch Corp • Paper mills • New York
RECITALSCredit Agreement • March 27th, 2002 • Potlatch Corp • Paper mills • New York
TO BANKERS TRUST COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION TRUSTEE INDENTURE DATED AS OF NOVEMBER 27, 1990Indenture • March 20th, 2001 • Potlatch Corp • Paper mills • New York
STOCK OPTION AGREEMENT POTLATCH CORPORATION l995 STOCK INCENTIVE PLAN THIS AGREEMENT made and entered into the day specified in the attached addendum to this Agreement by and between POTLATCH CORPORATION, a Delaware corporation (the "Corporation") and...Stock Option Agreement • March 20th, 2001 • Potlatch Corp • Paper mills • California
Exhibit 10 (j) INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT, made and entered into this _____ day of ________ , 198_ ("Agreement"), by and between POTLATCH CORPORATION, a Delaware Company ("Company"), and ______________________________...Indemnification Agreement • March 27th, 2002 • Potlatch Corp • Paper mills • Delaware
IndentureIndenture • December 7th, 1995 • Potlatch Corp • Wholesale-medical, dental & hospital equipment & supplies • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 22, 2005 among POTLATCH CORPORATION, POTLATCH HOLDINGS, INC., POTLATCH OPERATING COMPANY and POTLATCH FOREST PRODUCTS CORPORATION as Borrowers Certain Material Subsidiaries of the Borrowers...Credit Agreement • December 27th, 2005 • Potlatch Corp • Paper mills • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of December 22, 2005, among (i) Potlatch Corporation, a Delaware corporation (“Existing Potlatch”), which is to be merged with and into Potlatch Opco (as defined below) following the REIT Conversion (as defined herein), with Potlatch Opco being the surviving entity, (ii) Potlatch Holdings, Inc., a Delaware corporation (“Holdings”), which is to be renamed “Potlatch Corporation” after the consummation of the Merger (as defined herein), (iii) Potlatch Operating Company, a Delaware corporation (“Potlatch Opco”), a wholly owned qualified REIT subsidiary of Holdings, (iv) Potlatch Forest Products Corporation, a Delaware corporation (“TRS”), a wholly owned taxable REIT subsidiary of Existing Potlatch which will become a wholly owned taxable REIT subsidiary of Potlatch Opco upon consummation of the Merger (collectively, the “Borrowers”), (v) certain Material Subsidiaries of the Borrowers from time to time party hereto
Amendment No. 3 to Schedule A to Exhibit (10)(j) January 31, 2001Indemnification Agreement • March 20th, 2001 • Potlatch Corp • Paper mills
The following table sets forth the name of each current director of Potlatch Corporation who has executed the Indemnification Agreement filed as Exhibit (10)(j):
STOCK OPTION AGREEMENT POTLATCH CORPORATION 1989 STOCK INCENTIVE PLAN THIS AGREEMENT made and entered into the day specified in the attached addendum to this Agreement by and between POTLATCH CORPORATION, a Delaware corporation (the "Corporation") and...Stock Option Agreement • March 20th, 2001 • Potlatch Corp • Paper mills • California
Exhibit A ADDENDUM TO STOCK OPTION AGREEMENT POTLATCH CORPORATION 1995 STOCK INCENTIVE PLAN Name of Employee: _______________________________________________ 1. Date of Grant: _______________________________________________ 2. Exercise Price:...Stock Option Agreement • March 27th, 1997 • Potlatch Corp • Paper mills
STOCK OPTION AGREEMENT POTLATCH CORPORATION l995 STOCK INCENTIVE PLAN THIS AGREEMENT made and entered into the day specified in the attached addendum to this Agreement by and between POTLATCH CORPORATION, a Delaware corporation (the "Corporation") and...Stock Option Agreement • March 26th, 1996 • Potlatch Corp • Wholesale-medical, dental & hospital equipment & supplies • California
CREDIT AGREEMENT Dated as of June 29, 2004 among POTLATCH CORPORATION as Borrower Certain Material Subsidiaries of the Borrower from time to time party hereto as Guarantors BANK OF AMERICA, N.A. as Administrative Agent, Swing Line Lender and an L/C...Credit Agreement • July 7th, 2004 • Potlatch Corp • Paper mills • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 29, 2004, among Potlatch Corporation, a Delaware corporation (the “Borrower”), certain Material Subsidiaries of the Borrower from time to time party hereto as guarantors (the “Guarantors”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
TO BANKERS TRUST COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION TRUSTEE INDENTURE DATED AS OF NOVEMBER 27, 1990Indenture • March 26th, 1996 • Potlatch Corp • Wholesale-medical, dental & hospital equipment & supplies • New York
Irwin W. Krantz Potlatch Corporation Vice President Employee Relations One Maritime Plaza P.O. Box 3591 San Francisco,California 94119 Telephone (415) 98l-598O Mr. George F. Jewett, Jr. May 21, 1979 Skyland Way Ross, CA 94957 Dear Fritz: This letter...Consulting Agreement • March 26th, 1996 • Potlatch Corp • Wholesale-medical, dental & hospital equipment & supplies
Exhibit 10(k) INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT, made and entered into this _____ day of ________ , 198_ ("Agreement"), by and between POTLATCH CORPORATION, a Delaware Company ("Company"), and ______________________________ (the...Indemnification Agreement • March 27th, 2002 • Potlatch Corp • Paper mills • Delaware
CONSENT AND MODIFICATION June 12, 2002Credit Agreement • August 12th, 2002 • Potlatch Corp • Paper mills
February 2, 1998 Amendment No. 1 to Schedule A to Exhibit (10)(k) February 1, 1997 Form of Indemnification Agreement dated as of: (i) December 11, 1986, with the following officers: John M. Richards, Chairman and Chief Executive Officer L. Pendleton...Indemnification Agreement • March 27th, 1998 • Potlatch Corp • Paper mills
STOCK OPTION AGREEMENT POTLATCH CORPORATION 1989 STOCK INCENTIVE PLAN THIS AGREEMENT made and entered into the day specified in the attached addendum to this Agreement by and between POTLATCH CORPORATION, a Delaware corporation (the "Corporation") and...Stock Option Agreement • March 26th, 1996 • Potlatch Corp • Wholesale-medical, dental & hospital equipment & supplies • California
INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT, made and entered into this _____ day of ________ , 198_ ("Agreement"), by and between POTLATCH CORPORATION, a Delaware Company ("Company"), and ______________________________ (the "Officer"), W...Indemnification Agreement • March 27th, 1997 • Potlatch Corp • Paper mills • Delaware
POTLATCH CORPORATION BENEFITS PROTECTION TRUST AGREEMENT As Amended and Restated Effective September 20, 2002Benefits Protection Trust Agreement • November 13th, 2002 • Potlatch Corp • Paper mills • Minnesota
This amended and restated Trust Agreement, originally made as of the first day of January, 1990, by and between POTLATCH CORPORATION, a Delaware corporation (the “Company”) and U.S. Bank National Association (formerly First Trust National Association)(the “Trustee”), and amended and restated to read as follows effective September 20, 2002.
Amendment No. 5 to Schedule A to Exhibit (10)(k) February 25, 2005Indemnification Agreement • February 25th, 2005 • Potlatch Corp • Paper mills
The following table sets forth the name of each current officer of Potlatch Corporation who has executed the Indemnification Agreement filed as Exhibit (10)(k):
ASSET PURCHASE AGREEMENT Dated as of August 25, 2004 by and between POTLATCH CORPORATION and AINSWORTH LUMBER CO. LTD.Asset Purchase Agreement • September 27th, 2004 • Potlatch Corp • Paper mills • New York
ASSET PURCHASE AGREEMENT (herein, together with the Schedules and Exhibits attached hereto, referred to as this “Agreement”), dated as of August 25, 2004, by and between POTLATCH CORPORATION, a Delaware corporation (“Seller”), and AINSWORTH LUMBER CO. LTD., a British Columbia corporation (“Buyer”). Capitalized terms used in this Agreement are defined or otherwise referenced in Section 9.03.
Amendment No. 2 to Schedule A to Exhibit (10)(j) March 1, 2004Indemnification Agreement • March 12th, 2004 • Potlatch Corp • Paper mills
The following table sets forth the name of each current director of Potlatch Corporation who has executed the Indemnification Agreement filed as Exhibit (10)(j):
STOCK OPTION AGREEMENT POTLATCH CORPORATION 1995 STOCK INCENTIVE PLANStock Option Agreement • March 12th, 2004 • Potlatch Corp • Paper mills • Delaware
THIS AGREEMENT made and entered into the day specified in the attached addendum to this Agreement by and between POTLATCH CORPORATION, a Delaware corporation (the “Corporation”) and the employee of the Corporation named in the attached addendum (“Employee”),
Amendment No. 1 to Schedule A to Exhibit (10)(j) March 1, 2002Indemnification Agreement • March 7th, 2003 • Potlatch Corp • Paper mills
The following table sets forth the name of each current director of Potlatch Corporation who has executed the Indemnification Agreement filed as Exhibit (10)(j):
STOCK OPTION AGREEMENT POTLATCH CORPORATION 1995 STOCK INCENTIVE PLANStock Option Agreement • February 25th, 2005 • Potlatch Corp • Paper mills • Delaware
THIS AGREEMENT made and entered into the day specified in the attached addendum to this Agreement by and between POTLATCH CORPORATION, a Delaware corporation (the “Corporation”) and the employee of the Corporation named in the attached addendum (“Employee”),
CONSENTCredit Agreement • February 25th, 2005 • Potlatch Corp • Paper mills
