EXHIBIT 2.2
TIMBER PURCHASE AGREEMENT
THIS AGREEMENT is made this 12th day of September, 1997, by and between TRILLIUM
CORPORATION, a Washington corporation ("Seller"), and CROWN PACIFIC LIMITED
PARTNERSHIP, a Delaware limited partnership ("Purchaser").
RECITALS
A. Seller is the owner of certain timberlands located in Whatcom, Skagit and
Snohomish Counties, State of Washington (the "Property"). Purchaser
desires to purchase from Seller, and Seller desires to sell to Purchaser
all merchantable timber presently standing, lying or being upon the
Property that is permitted for cutting and contained within the Forest
Practices Permit cutting units set forth on Exhibit A. The cutting units
are referred to herein as the "Cutting Units" and the merchantable timber
contained in the Cutting Units is referred to herein as the "Timber."
B. The purchase and sale of the Timber pursuant to this Timber Purchase
Agreement ("Agreement") is being entered into in connection with a separate
Timberlands Purchase Agreement, by and between Seller and Purchaser, dated
September 12, 1997 (the "Timberlands Agreement").
C. The parties desire to set forth their agreement with respect to the
purchase and sale of the Timber on the terms and conditions set forth
below.
AGREEMENT
In consideration of the mutual promises and covenants contained herein, the
parties agree as follows:
1. PURCHASE AND SALE OF TIMBER.
Seller hereby sells to Purchaser and Purchaser hereby purchases from Seller
the Timber. The Timber will comprise an estimated 13.48 MMBF of inventory
volume on the Commencement Date (defined below), which volume is set forth on
Exhibit A. Purchaser shall be entitled to harvest any volume from the
Cutting Units to the extent the actual volume exceeds the estimated inventory
volume. Purchaser shall bear the risk that the actual volume of species mix
harvested from the Cutting Units is less or different than the estimated
inventory volume.
2. PURCHASE PRICE AND PAYMENT.
2.1 PURCHASE PRICE. The purchase price to be paid by Purchaser for the
Timber and other rights granted hereunder is FOUR MILLION, ONE HUNDRED AND
FIFTY-ONE THOUSAND, FOUR HUNDRED DOLLARS ($4,151,400.00).
2.2 PAYMENT. The purchase price shall be paid in cash by wire transfer
on Monday, September 15, 1997.
3. TAXES.
3.1 SELLER. Seller shall pay all real estate excise and conveyance
taxes applicable to the conveyance of the Timber. All real estate ad valorem
taxes, and any and all other taxes applicable to the Property or Timber shall
be paid by Seller, provided that if the Timberlands Agreement closes, such
taxes shall be prorated in accordance with the terms thereof.
3.2 PURCHASER. Purchaser shall file all required notices, prepare and
file all required returns for, and pay when due, taxes due for the harvesting
and severance of the Timber pursuant to RCW 84.33, or otherwise, and all
business and occupation taxes applicable to sale of Logs by Purchaser.
Purchaser, or Purchaser's logging contractors or operators, shall pay any and
all workers' compensation, unemployment compensation, social security,
employee tax withholding, pension and other taxes and contributions imposed
by law or agreement, which become due and payable on account of Purchaser's
operations under this Agreement or the employment of labor to carry on such
provisions.
4. TERM.
4.1 COMMENCEMENT. This Timber Purchase Agreement shall commence upon
Purchaser's payment of the Purchase Price (the "Commencement Date") and shall
terminate by merger upon the closing of the Timberlands Agreement.
4.2 TERMINATION OF THE TIMBERLANDS AGREEMENT. In the event the
Timberlands Agreement is terminated for any reason, this Timber Purchase
Agreement shall remain in full force and effect and Purchaser's right to
remove the Timber from the Property shall terminate on July 1, 1998.
Notwithstanding the foregoing, Seller shall provide Purchaser with reasonable
extensions of time to remove any remaining Timber that Purchaser is unable to
harvest due to delays caused by events reasonably beyond Purchaser's control.
4.3 REMAINING TIMBER. Upon termination of this agreement, title to all
Timber remaining upon the Property shall vest in the owner of the Property.
5. CESSATION OF SELLER'S, AND COMMENCEMENT OF PURCHASER'S, HARVESTING
ACTIVITIES.
5.1. CESSATION OF SELLER'S HARVESTING ACTIVITIES. Seller shall
continue its current harvesting and logging road construction activities
relating to harvesting operations on the Cutting Units through Friday,
September 12, 1997 (the "Cut-Off Date"). Any and all logs delivered for
scaling on or prior to the Cut-Off Date shall be Seller's property and shall
be scaled on Seller's account. Seller shall be responsible for any and all
logging and logging road construction costs through the Cut-Off Date.
5.2 COMMENCEMENT OF PURCHASER'S HARVESTING ACTIVITIES. Purchaser
shall have the right to harvest any timber remaining in the Cutting Units
following the Cut-Off Date. Purchaser shall assume and be responsible for
any and all logging and road construction costs associated with its
harvesting of the Cutting Units including the assumption of all rights and
obligations under all logging and logging road construction contracts between
Seller and its contractors as of the Cut-Off Date. A list of such contracts
is set forth as Exhibit B (the "Logging Contracts"). On the Commencement
Date, Seller shall assign to Purchaser all applicable Forest Practices
Applications/permits pertaining to the Cutting Units.
6. ACCESS.
Purchaser shall have the non-exclusive right to use all of the roads which
are owned or controlled by Seller to the extent that such use is necessary
for the harvesting and removal of the Timber from the Property and Cutting
Units.
7. REFORESTATION.
Purchaser shall be responsible for reforestation of all of the Cutting Units.
At the closing of the Timberlands Agreement, Purchaser shall be entitled to
the credit $75.00 per acre of the lands comprising the Cutting Units that
require manual replanting which is equal to $43,125.00 (the "Reforestation
Credit"). If the Timberlands Agreement fails to close, Purchaser shall pay
Seller an amount equal to Reforestation Credit and Seller shall assume all
reforestation obligations on the Cutting Units.
8. INSURANCE.
Purchaser, or Purchaser's logging contractors, shall obtain, and furnish
evidence of, before exercising any rights hereunder, and maintain during the
term hereof, from an insurer acceptable to Seller with endorsements requiring
thirty (30) days' notice to Seller prior to cancellation:
8.1 Comprehensive general liability insurance, automobile liability
insurance and Loggers Board Form insurance, all including coverage for
contractually assumed liabilities and third party fire and property damage
coverage, with combined single limits not less that Two Million Dollars
($2,000,000) per occurrence for bodily injury ,sickness and death for
property damage; and
8.2 Private industrial accident insurance on all employees engaged in
operations hereunder not covered by state workers' compensation insurance.
Such insurance shall show Seller and its successors as additional insureds
without obligation for premium payment, reporting claims and other
obligations of a "named insured."
9. SELLER'S REPRESENTATION AND WARRANTIES.
Seller covenants, represents, and warrants, as of the date hereof and the close
of this Timber sale and thereafter as provided below, that:
9.1 COMPLIANCE WITH LAWS. To Seller's knowledge, neither the
Property, the Timber, nor the operation of harvesting and delivery of the
Timber hereunder, violates or will fail to comply with any land use,
environmental, or other laws, including, without limitation, Washington
Forest Practices Act requirements, fire protection requirements, and all
other regulations, covenants, conditions, or restrictions applicable to the
Property and the Timber presently in effect.
9.2 CONDEMNATIONS. Seller has not received any notice of any part
hereof, and has no knowledge of any condemnations actions being threatened or
contemplated.
9.3 AUTHORIZATION. This Agreement and all other documents executed
and delivered by Seller to Purchaser have been or will be duly authorized
and executed, and delivered by Seller, and when executed and delivered, will
be legal, valid and binding obligations of Seller, sufficient to convey
Seller's title to the Timber, enforceable in accordance with their respective
terms, and will not violate any provisions of any charter, articles, bylaws
or other agreements of Seller.
9.4 ACTIONS AND DEFAULTS. Seller has not received any notice of any
existing action, suit, proceeding, judgment, order outstanding against the
Timber, the Property, or Seller, or relating to Seller's business or other
assets or Seller's ability to perform its obligations under this Agreement,
and the documents to be executed in connection herewith, or the rights
granted to Purchaser in the Timber hereunder.
9.5 BREACHES OR AGREEMENTS. Execution of this Agreement and the full
and completed performance of the provisions hereof by Seller, shall not
violate or result in any breach of, or constitute a default under any
agreement, deed of trust, loan, or credit agreement, or other instrument to
which Seller is a party, or which Seller is bound. Seller is not in default
under any note, evidence of indebtedness, lease, contract, license,
undertaking or other agreement where the liability thereunder might adversely
affect Seller's ability to perform its obligations under this Agreement.
9.6 AGREEMENTS WITH GOVERNMENTAL AUTHORITIES. Other than existing
Department of Natural Resources permits, there are no agreements with
governmental
authorities, agencies, utilities, or quasi-governmental entities which affect
the Property or the Timber.
9.7 NO JUDICIAL CONSENTS REQUIRED. No consent or approval of any
federal, state or local court, or federal, state or local government, bureau,
department, commission, or agency is required to permit Seller to execute,
deliver, or perform the transactions contemplated in the Agreement.
9.8 TITLE. Seller has good and sufficient title to the Timber, and
the Property, in fee simple, subject to no liens or encumbrances that would
impact Purchaser's interest in the Timber. There are no unrecorded
contracts, agreements, easements or licenses which might adversely affect
title to the Timber or Purchaser's rights thereto pursuant to this Agreement.
9.9 HAZARDOUS WASTE. To the best of Seller's knowledge, no hazardous,
toxic or dangerous waste, substance or material as defined in or for purposes
of the Comprehensive Environmental Response, Compensation and Liability Act,
any so-called "Superfund" or "Superlien" law or other environmental law has
ever been placed, held, located or disposed of on, under, or at the Property
nor has any part of the Property been used as a dump site or storage site for
such hazardous, toxic or dangerous waste, substance or material.
10. PURCHASER'S REPRESENTATIONS.
Purchaser covenants and represents and warrants that Purchaser is a limited
partnership that is duly organized and is in good standing under the laws of
the State of Delaware, and that this Agreement and all other documents
delivered by Purchaser to Seller at closing have been or will be duly
authorized, executed and delivered by Purchaser and when executed and
delivered, shall constitute legal, valid and binding obligations of
Purchaser, enforceable in accordance with their respective terms and will not
violate any provision of any charter, article, bylaws or other agreements of
Purchaser.
11. DEFAULT.
11.1 EVENTS OF DEFAULT. Any of the following shall be an event of
default:
A. Any material representation or warranty made by a party shall
prove to be false in any material respect.
B. Either party shall fail to perform any obligation of this
Agreement for a period of thirty (30) days after notice from the other party
of default.
11.2 REMEDY. In the event of a default by Seller, Purchaser shall be
entitled to specifically enforce this Agreement. The remedies described
herein shall not be exclusive of any other remedy provided herein or by law
or in equity but shall be cumulative.
12. INDEMNITY.
12.1 DAMAGES TO PERSONS OR PROPERTY OF THIRD PARTIES. To the extent
permitted by law and except to the extent caused by the negligence of the
other, each party agrees to indemnify and hold harmless the other party
against any expenses incurred or liability for claims of third parties for
damages to persons or property, including timber trespass, arising out of the
negligence of a party, its employees, agents, contractors, and subcontractors
or out of the party's obligations in connection with or under this Agreement.
12.2 LIENS, ENCUMBRANCES. Seller shall indemnify, defend, and hold
Purchaser harmless against any and all claims and liens against the Timber
asserted by third parties , including attorneys' fees incurred by Purchaser
in proceedings brought by such third parties to enforce such claims or liens.
12.3 RISK OF LOSS. Risk of loss and damage to the Timber shall pass to
Purchaser only upon the Commencement Date.
13. PURCHASER'S LOGGING OBLIGATIONS.
13.1 LOGGING OPERATIONS. As to logging operations conducted by
Purchaser on the Property, the Purchaser shall:
A. At Seller's request, identify to the satisfaction of Seller
boundaries of the FPA harvesting unit prior to the time each parcel is
scheduled for logging. Purchaser shall be liable for all damages
attributable to timber trespass by Purchaser or its contractors on land owned
by Seller or third parties.
B. Cut only within boundaries of the harvesting unit as
designated and in accordance with a logging plan previously prepared by
Seller, or prepared by Purchaser and approved by Seller.
C. Operate in good and workmanlike manner to avoid breakage and
damage to reforestation and any other timber which is not to be harvested
under the Permits.
D. Reasonably comply with all applicable provisions of timber
harvesting permits and the Washington Forest Practices Act, Chapter 76.09 of
the Revised Code of Washington (RCW), and the rules and policies issued
thereunder.
E. Legibly xxxx all harvested Timber on one end with a mutually
agreed branding hammer before removal from the Property, unless waived by
Seller.
F. Pay all costs of labor and materials and keep the Property
free from liens caused by Purchaser, or created as a result of Purchaser's
failure to pay for same, except in the case of a bona fide dispute regarding
such payment, in which
event Purchaser will provide Seller with security reasonably satisfactory to
Seller in an amount equal to the amount in dispute.
G. At Seller's request reasonably exercised, suspend operations
on the Property at any time when, because of weather conditions, such
operations would cause excessive damage to roads.
H. Maintain any private haul roads owned by Seller or third
parties which Purchaser uses for the removal of the Timber and the
transportation of equipment or personnel whether or not such roads are on the
Property.
I. Maintain all roads and landings used on the Property in
accordance with the Washington Forest Practices Act and the applicable
harvesting permit(s). At the minimum, Purchaser shall keep all roads,
ditches, culverts and ditch banks cleared of logging debris during and at the
completion of Purchaser's logging operations thereon, and maintain all roads
in original or better condition.
J. Allow Seller from time to time to inspect Purchaser's logging
operations on the Property to determine Purchaser's reasonable compliance
with the terms of this Agreement.
k. If reasonably required by Seller as to any logging operation,
Purchaser shall pile all debris adjacent to landings and roads and shall, if
reasonably requested by Seller, to the extent allowed by law, burn such
debris in such locations. Upon completion of logging on each tract to land,
Purchaser shall leave the land in a condition suitable for planting and
reforestation to allow for planting of seedling twelve feet (12') apart.
l. All roads shall be left ditched and shaped and in a well
maintained condition. All roads designated by Seller to be abandoned shall
be abandoned by Purchaser in accordance with a Department of Natural
Resources approved abandonment plan. At its option, Seller may require the
roads to be outsloped and waterbarred by Purchaser.
M. Upon completion of logging on each tract of land, Purchaser
shall remove all of its equipment from thereon.
13.2 PURCHASER'S FURTHER OBLIGATIONS. In addition, Purchaser:
A. Shall comply with all present and future governmental laws,
ordinances, orders and regulations concerning Purchaser's use of the
Property.
B. Shall not suffer, permit or commit any waste, or otherwise
allow, suffer or permit the Property or any use thereof to constitute a
nuisance.
C. Shall not, and shall not permit any third party to, bring,
store, bury or use any toxic or hazardous substance on the Property.
Notwithstanding this Section to the contrary, Purchaser and/or its
contractors may bring, store, and/or use such materials on the Property as
reasonably necessary in the normal course of Purchaser's logging operations
as authorized hereunder, provided that Purchaser shall remove all such
materials from portions of the Property promptly after completion of logging
operations thereon, and shall be liable for, and indemnify Seller against any
and all demands, claims, actions or causes of actions, suits, losses,
damages, costs, expenses and attorneys' fees which Seller may suffer, sustain
or be subject to, directly or indirectly, in any manner whatsoever, caused
by, arising from, incident to, connected with, or in respect of such
operations.
14. FIRE PROTECTION.
Purchaser shall at all times conform to federal, state and municipal laws and
regulations pertaining to fire protection and suppression and shall:
14.1 HAZARDOUS FIRE WEATHER. During hazardous fire weather, furnish
and maintain on each logging site:
A. An instrument suitable for measuring the relative humidity of
the air within two percent (2%) accuracy.
B Tank truck of at least 600-gallon capacity, full of water,
with a suitable pump of a capacity of at least 50 g.p.m. at 150 p.s.i. and
sufficient 1 1/2-inch hose (at least 1,000 feet), fittings and nozzles, to
reach all parts of the setting, all in good condition and ready for use.
C. A filled and operable 5-pound dry fire extinguisher on each
yarder, shovel, tractor and skidder and in addition, a filled and operable
20-pound dry fire extinguisher on each yarder and shovel.
D. Personnel capable of operating the above equipment
14.2 SOURCES OF WATER. Furnish or develop sources of water including
access thereto suitable for filling said tank truck as reasonably approved by
seller.
14.3 SUSPENSION OF OPERATIONS. Suspend operations hereunder, except
fire prevention, suppression and control, whenever the relative humidity is
thirty percent (30%) or lower, or when in the reasonable judgment of Seller,
or responsible fire protection agencies, such suspension is necessary to
guard against fire on account of, but not limited to, the existence in the
vicinity of operations hereunder of an excessive amount of inflammable
debris, low humidity, low fuel moisture content, high wind or temperature, or
a combination of such conditions, and not resume said operations until
authorized to do so by Seller.
14.4 NOTICE TO DNR. Upon discovery of a fire in the vicinity of
operations hereunder, immediately notify the Department of Natural Resources,
or the responsible fire protection agency, and Seller.
14.5 ABATEMENT OF HAZARDS. Purchaser shall xxxxx any extreme fire
hazard(s) resulting from Purchaser's timber harvest operations.
15. NOTICES.
All notices and other communications required or permitted to be given under
this Agreement shall be in writing and shall be sent by facsimile
transmission, or mailed postage prepaid by first-class certified or
registered mail, or mailed by a nationally recognized express courier
service, or hand-delivered, addressed as follows:
if to Purchaser: Crown Pacific Limited Partnership
000 X.X. Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx
Fax: (000) 000-0000
with a copy to: Ball Xxxxx LLP
000 X.X. Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
Fax: (000) 000-0000
if to Seller: Trillium Corporation
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxx X. Xxxx
Fax: (000) 000-0000
with copies to: Trillium Corporation
0000 Xxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Fax: (000) 000-0000
Either party may change the persons or addresses to which any notices or
other communications to it should be addressed by notifying the other party
as provided above. Any notice or other communication, if addressed and sent,
mailed or delivered as provided above, shall be deemed given or received
three (3) days after the date of mailing as indicated on the certified or
registered mail receipt, or on the next business day if mailed by express
courier service, or on the date of delivery or transmission if hand-delivered
or sent by facsimile transmission.
16. MISCELLANEOUS.
16.1 SEVERABILITY. If any term or provision of this Agreement shall to
any extent be invalid and unenforceable, the remainder of the Agreement to
the application of such term or provision to persons and circumstances other
than those to which it is invalid or unenforceable shall not be affected
thereby and each term and provision of this Agreement shall be valid and be
enforced to the extent permitted by law.
16.2 WAIVER. The failure of a party to insist upon a strict
performance of any of the terms, conditions and covenants hereunder, shall
not be deemed a waiver of any rights or remedies that such party may have,
and shall not be deemed a waiver of any subsequent breach or default in the
terms, conditions and covenants herein contained.
16.3 MODIFICATION. No change in the provisions of this Agreement shall
be effective unless made in writing and signed by all parties to this
Agreement.
16.4 INTEGRATION. This Agreement supersedes any and all prior
agreements executed by or on behalf of the parties hereto regarding the
subject matter hereof.
16.5 GOVERNING LAW. This Agreement shall be construed in accordance
with the laws of the State of Washington.
16.6 MEMORANDUM OF AGREEMENT. On the Commencement Date, Seller and
Purchaser shall execute and record a memorandum of this Agreement in the form
attached as Exhibit C. Purchaser shall promptly record a release of such
right or encumbrance upon completion of Purchaser's logging operations.
16.7 SURVIVAL OF WARRANTIES. The warranties and representations of
Purchaser and Seller shall survive the closing date hereof.
16.8 ATTORNEY'S FEES. if a suit, action, or other proceeding of any
nature whatsoever (including any proceeding under the U.S. Bankruptcy Code)
is instituted in connection with this Agreement, or to interpret or enforce
any rights or remedies hereunder, the prevailing party shall be entitled to
recover its reasonable attorneys' fees and all other fees, costs, and
expenses actually incurred and reasonably necessary in connection therewith,
as determined by the court at trial or on any appeal or review, in addition
to all other amounts provided by law.
IN WITNESS WHEREOF, the parties have affixed their signatures on the date
first above written.
SELLER: PURCHASER:
TRILLIUM CORPORATION, CROWN PACIFIC LIMITED PARTNERSHIP,
a Washington corporation a Delaware limited partnership
By: By:
------------------------ ------------------------
Title: Title:
STATE OF WASHINGTON)
) ss:
COUNTY OF KING )
On this 12th day of September, 1997, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn,
personally appeared XXXX X. XXXXXXXX to me known to be the chief Executive
Officer of Trillium Corporation, the corporation that executed the within and
foregoing instrument, and acknowledged the said instrument to be the free and
voluntary act and deed of said corporation for the uses and purposes therein
mentioned, and on oath stated that he is authorized to execute said
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year first above written.
----------------------------------------
Notary Public in and for the State of
Washington residing at _______.
My commission expires ________.
STATE OF OREGON)
) ss:
COUNTY OF MULTNOMAH)
On this ________ day of ___________, 1997, before me, the undersigned, a
Notary Public in and for the State of Washington, duly commissioned and
sworn, personally appeared___________ to me known to be the ____________ of
Crown Pacific, the corporation that executed the within and foregoing
instrument, and acknowledged the said instrument to be the free and voluntary
act and deed of said corporation for the uses and purposes therein mentioned,
and on oath stated that he is authorized to execute said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year first above written.
----------------------------------------
Notary Public in and for the State of
Washington residing at _______.
My commission expires ________.
EXHIBIT A
FPA CUTTING UNITS
ESTIMATED ESTIMATED ESTIMATED
TOTAL CUT THROUGH VOLUME
UNIT NAME ACRES VOLUME 9/12/97 REMAINING
--------- ----- ---------- ----------- ----------
NON-OPERATING UNITS
Goodbye Phil 20 289.800
Linberry Divide 55 1247.875
Discus 5 72.450
Linberry Heights 27 511.137
Bear Claw 57 1209.807
Air Touch Alder 30 529.020
Midget 14 3.728
Triple L 43 1366.289
Xxxxxxxx Cross 21 273.939
Xxxxxxxx Point 32 965.529
South Xxxx 56 1633.516
360 8103.090 8103.09
OPERATING XXXXX
Xxxxxxx Xxxxx 00 238.700 238.700
West MooseHead 6 106.020 87.5 18.520
East MooseHead 5 88.350 147.8 0.000
Dromedary 59 1107.531 1107.531
Bakerview 41 1000.996 112 888.996
Xxxxxx Creek 31 1142.148 256 886.148
Spar Tree 61 2814.052 1329.72 1484.332
215 6497.797 1933.02 4624.227
Total 575 12727.317
THINNING - 9/15 THRU 00/00
Xxxxx Xxxx Xxxx 000.000
Xxxxx Xxxxx Thin 313.750
751.250
TOTAL ESTIMATED VOLUME 13478.567
EXHIBIT B
CONTRACTS
DATE
FPA PARTY FUNCTION EXECUTED
1922348 SPAR TREE ALRT RD & LOG 7/31/97
0000000 XXXXX XXXX XXX PACIFIC LOG RD & LOG 9/12/97
2800325 DROMEDARY XXXXXXX BROS. LOG 9/10/97
1922328 XXXXXX CREEK PACIFIC LOG LOG 9/12/97
1921291 WEST MOOSEHEAD XXXXXX LOG LOG 9/6/97
1921727 BOULDER RIDGE XXXXXX LOG LOG 9/6/97
1922123 BAKERVIEW XXXXXX LOG LOG 9/6/97
1921979 MIDGET XXXXXX LOG LOG 9/6/97
1921860 EAST MOOSEHEAD XXXXXX LOG LOG 9/6/97
1922076 3-MILE THIN XXXXXX & SON LOG 9/12/97
1921992 UPPER FALLS THIN A&R CABLE LOG 9/12/97
MEMORANDUM OF AGREEMENT
1. A TIMBER PURCHASE AGREEMENT (the "Purchase Agreement") is made as of the
____ day of September, 1997, by and between TRILLIUM CORPORATION, a
Washington corporation ("Seller"), and CROWN PACIFIC LIMITED PARTNERSHIP, a
Delaware limited partnership ("Purchaser"), regarding the sale Seller to
Purchaser of timber located on certain timberlands located on property
legally described on the attached EXHIBIT A (the "Property").
2. The terms, provisions, covenants, conditions and agreements set forth in
the Purchase Agreement are incorporated herein by this reference.
3. The Purchase Agreement terminates on July 1, 1998.
4. This memorandum is executed for recording purposes only and is not
intended to be a summary of the Purchase Agreement, and the terms of the
Purchase Agreement shall control.
IN WITNESS WHEREOF, the parties have executed this Memorandum as of the day
and year first above written.
TRILLIUM CORPORATION,
a Washington corporation
By:
----------------------------------
Its:
--------------------------------
CROWN PACIFIC LIMITED PARTNERSHIP,
a Delaware limited partnership
By:
---------------------------------
Its: General Partner
