EXHIBIT 2
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1, dated as of March 12, 2007 (this "Amendment No.
1"), to the Agreement and Plan of Merger, dated as of February 2, 2007 (the
"Agreement"), by and among Longview Fibre Company, a Washington corporation (the
"Company"), Brookfield Asset Management Inc., an Ontario corporation ("Parent"),
and Horizon Acquisition Co., a Washington corporation and wholly-owned
subsidiary of Parent ("Sub").
WHEREAS, the parties hereto desire to amend certain provisions of the
Agreement; and
WHEREAS, Section 9.1 of the Agreement provides in relevant part that
the Agreement may be amended by written agreement of the parties thereto, by
action taken by their respective boards of directors.
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements set forth herein, the
parties hereto, intending to be legally bound, agree as follows:
1. Exhibit A to the Agreement shall be amended by deleting the first
sentence of Article II.A of the Amended and Restated Articles of Incorporation
of Longview Fibre Company included therein and inserting in lieu thereof the
following:
The Corporation is authorized to issue a total of one hundred fifty-two
million (152,000,000) shares, consisting of one hundred fifty million
(150,000,000) shares of $.001 par value to be designated "Common Stock"
and two million (2,000,000) shares of $.001 par value to be designated
"Preferred Stock."
2. The effectiveness of this Amendment No. 1 is subject to its approval
in accordance with Section 9.1 of the Agreement.
3. Except as specifically set forth in this Amendment No. 1, the
Agreement shall remain in full force and effect and shall not be deemed to have
been further amended by this Amendment No. 1.
4. This Amendment No. 1 shall be governed by and construed in
accordance with the laws of the State of Washington applicable to contracts to
be made and performed entirely therein without giving effect to the principles
of conflicts of law thereof or of any other jurisdiction.
5. This Amendment No. 1 may be executed and delivered (including by
facsimile transmission) in multiple counterparts, and by the different parties
hereto in separate counterparts, each of which when executed and delivered shall
be deemed to be an original but all of which taken together shall constitute one
and the same agreement.
[Signature page follows.]
IN WITNESS WHEREOF, the Company, Parent and Sub have caused this
Amendment No. 1 to be signed by their respective officers thereunto duly
authorized as of the date first written above.
LONGVIEW FIBRE COMPANY
By: /s/ X.X. Xxxxxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxxxxx
President, Chief Executive Officer
and Chairman of the Board
BROOKFIELD ASSET MANAGEMENT INC.
By: /s/ Xxx Xxxxxxx
-------------------------------------
Name: Xxx Xxxxxxx
Title: Managing Partner
HORIZON ACQUISITION CO.
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Secretary
