EXHIBIT 4.4
TEMPLE-INLAND INC.
, dated as of ___________ (the
"Agreement") by and between TEMPLE-INLAND INC., a Delaware corporation (the
"Company"), JPMORGAN CHASE BANK, not individually but solely as Purchase
Contract Agent (the "Purchase Contract Agent") and as attorney-in-fact of
the Holders of Purchase Contracts (as defined in the Purchase Contract
Agreement (as defined herein)), and [ ] (the "Remarketing Agent").
WITNESSETH:
WHEREAS, the Company issued $300,000,000 (or up to
$345,000,000 if the underwriters' over-allotment option was exercised in
full) aggregate stated amount of its Upper DECS (the "Upper DECS") under
the Purchase Contract Agreement, dated as of May 1, 2002, by and between
the Purchase Contract Agent and the Company (the "Purchase Contract
Agreement"); and
WHEREAS, the Company issued concurrently in connection
with the issuance of the Upper DECS $300,000,000 (or up to $345,000,000 if
the underwriters' over-allotment option was exercised in full) aggregate
principal amount of 6.42% Senior Notes due 2007 (the "Notes") of the
Company; and
WHEREAS, the Notes forming a part of the Upper DECS have
been pledged pursuant to the Pledge Agreement (the "Pledge Agreement"),
dated as of May 1, 2002, by and among the Company, Bank One Trust Company,
N.A., a national banking association, as collateral agent (the "Collateral
Agent"), and the Purchase Contract Agent, to secure the obligations of
Holders of Upper DECS under the related Purchase Contract on the Stock
Purchase Date; and
WHEREAS, the Remarketing Agent will attempt on the
Remarketing Date to remarket all of (i) the Notes of Holders of Upper DECS,
other than the Notes of Holders of Upper DECS who elect not to participate
in the remarketing, and (ii) the Separate Notes of Holders who elect to
participate in the remarketing, pursuant respectively to the procedures set
forth in Section 5.4(b) of the Purchase Contract Agreement and Section
4.5(d) of the Pledge Agreement (each of which Sections is incorporated
herein by reference); and
WHEREAS, in the event the remarketing on the Remarketing
Date is unsuccessful, the Remarketing Agent will remarket the Notes to be
included in the remarketing on each of the two Business Days immediately
following the Remarketing Date, and, if necessary, will attempt to remarket
such Notes on each of the three Business Days immediately preceding April
6, 2005 and, if necessary, will further attempt to remarket such Notes on
each of the three Business Days immediately preceding the Stock Purchase
Date; and
WHEREAS, in the event of a successful remarketing on the
Remarketing Date or any Subsequent Remarketing Date, as the case may be,
the applicable interest rate on the Notes will be reset on such Remarketing
Date or on any Subsequent Remarketing Date to the Reset Rate to be
determined by the Remarketing Agent (as defined below) such that the then
current aggregate market value of the Notes will equal at least 100.50% of
the Remarketing Value (as described in the Purchase Contract Agreement) as
of such Remarketing Date or Subsequent Remarketing Date, provided that in
the determination of such Reset Rate, the Company shall, if applicable,
limit the Reset Rate to the maximum rate permitted by applicable law; and
WHEREAS, the Company has requested [ ] to act
as the Remarketing Agent, and as such to perform the services described herein;
and
WHEREAS, [ ] is willing to act as the
Remarketing Agent and as such to perform such duties on the terms and
conditions expressly set forth herein;
NOW, THEREFORE, for and in consideration of the covenants
herein made, and subject to the conditions herein set forth, the parties
hereto agree as follows:
Section 1. Definitions.
Capitalized terms used and not defined in this Agreement,
in the recitals hereto or in the paragraph preceding such recitals shall
have the meanings assigned to them in the Purchase Contract Agreement or,
if not therein defined, the Pledge Agreement.
Section 2. Appointment and Obligations of the Remarketing
Agent.
(a) The Company hereby appoints [ ] and [ ] hereby
accepts such appointment, (i) as the Remarketing Agent to determine, in
consultation with the Company, in the manner provided for herein and in the
Indenture (as in effect on the date of this ) with
respect to the Notes, the Reset Rate that, in the opinion of the
Remarketing Agent, will be reasonable and consistent with market practice
at the time of remarketing, and, when applied to the Notes (assuming, even
if not true, that all of the Notes are included in the remarketing), enable
the then current aggregate market value of the Notes to have a value equal
to at least 100.50% of the Remarketing Value as of the Remarketing Date or
as of any Subsequent Remarketing Date, as the case may be, provided that
the Company, by notice to the Remarketing Agent prior to (A) the [tenth]
Business Day preceding the Remarketing Date, with respect to any
remarketing to occur on either the Remarketing Date or the two Business
Days immediately following such Remarketing Date, (B) the [thirteenth]
Business Day preceding April 6, 2005 with respect to any remarketing to
occur on any of the three Business Days immediately preceding April 6,
2005, or (C) the [thirteenth] Business Day preceding the Stock Purchase
Date with respect to any remarketing to occur on any of the three Business
Days immediately preceding such Stock Purchase Date, shall, if applicable,
limit the Reset Rate so that it does not exceed the maximum rate permitted
by applicable law, and (ii) as the exclusive Remarketing Agent (subject to
the right of such Remarketing Agent to appoint additional remarketing
agents hereunder as described below) to remarket the Notes to be included
in the remarketing on the Remarketing Date or any Subsequent Remarketing
Date, as the case may be. The Company agrees that the Remarketing Agent
shall have the right, on 15 Business Days notice to the Company, to appoint
one or more additional remarketing agents so long as any such additional
remarketing agents shall be reasonably acceptable to the Company. Upon any
such appointment, the parties shall enter into an appropriate amendment to
this Agreement to reflect the addition of any such remarketing agent.
(b) Subject to the terms and conditions set forth herein,
the Remarketing Agent shall use its reasonable efforts to (i) remarket on
the Remarketing Date the Notes that the Purchase Contract Agent or the
Custodial Agent shall have notified the Remarketing Agent are to be
remarketed at a Reset Rate such that the then current aggregate market
value of the Notes is equal to at least 100.50% of the Remarketing Value,
and (ii) in the event the Remarketing Agent cannot establish such a Reset
Rate on the Remarketing Date, attempt to remarket such Notes on each of the
two Business Days immediately following the Remarketing Date and, if
necessary, on each of the three Business Days immediately preceding April
6, 2005, and, if necessary, on each of the three Business Days immediately
preceding the Stock Purchase Date, in each case at a Reset Rate such that
the then current aggregate market value of the Notes is equal to at least
100.50% of the Remarketing Value, and (iii) in the event of a Last Failed
Remarketing, promptly return the Separate Notes, if any, included in such
Last Failed Remarketing to the Collateral Agent to be held by the
Collateral Agent in accordance with Section 4.5(b) of the Pledge Agreement
(which Section is incorporated herein by reference). After deducting the
fee specified in Section 3 below, the remaining proceeds of any such
remarketing, together with the Agent-purchased Treasury Consideration,
shall be delivered to the Purchase Contract Agent in accordance with
Section 4.5(a) of the Pledge Agreement (which Section is incorporated
herein by reference) and Section 5.4(b) of the Purchase Contract Agreement.
The right of each Holder of Upper DECS or Separate Notes to have Notes
included in any remarketing shall be limited to the extent that (i) the
Remarketing Agent conducts a remarketing on the Remarketing Date or on any
Subsequent Remarketing Date, as the case may be, pursuant to the terms of
this Agreement, (ii) the Notes included in a remarketing have not been
called for redemption pursuant to the Purchase Contract Agreement, (iii)
the Remarketing Agent is able to find a purchaser or purchasers for the
Notes included in a remarketing at a Reset Rate such that the then current
aggregate market value of the Notes is equal to at least 100.50% of the
Remarketing Value, and (iv) such purchaser or purchasers deliver the
purchase price therefor to the Remarketing Agent as and when required.
(c) It is understood and agreed that the Remarketing
Agent shall not have any obligation whatsoever to purchase any Notes,
whether in a remarketing held on the Remarketing Date or on any Subsequent
Remarketing Date or otherwise, and shall in no way be obligated to provide
funds to make payment upon tender of Notes for remarketing or to otherwise
expend or risk their own funds or incur or be exposed to financial
liability in the performance of their respective duties under this
Agreement. The Company shall not be obligated in any case to provide funds
to make payment upon delivery of Notes for remarketing.
Section 3. Fees.
In the event of a successful remarketing, the Remarketing
Agent shall retain as a remarketing fee (the "Remarketing Fee") an amount
not exceeding 25 basis points (0.25%) of the total proceeds received in
connection with any such remarketing in accordance with Section 5.4(b)(ii)
of the Purchase Contract Agreement.
Section 4. Replacement and Resignation of Remarketing
Agent.
(a) The Company may in its absolute discretion replace [
] as the Remarketing Agent by giving notice prior to 3:00 p.m., New York
City time (i) on the [eleventh] Business Day immediately prior to the
Remarketing Date in the case of a remarketing to occur on the Remarketing
Date or any of the two Business Days immediately following the Remarketing
Date, (ii) the [fourteenth] Business Day immediately prior to April 6, 2005
in the case of a remarketing to occur on a Subsequent Remarketing Date
immediately following a Failed Remarketing on any of the two Business Days
immediately following the Remarketing Date, or (iii) the [fourteenth]
Business Day immediately prior to the Stock Purchase Date in the case of a
remarketing to occur on any of the three Business Days immediately prior to
the Stock Purchase Date. Any such replacement shall become effective upon
the Company's appointment of a successor to perform the services that would
otherwise be performed hereunder by the Remarketing Agent. Upon providing
such notice, the Company shall use all reasonable efforts to appoint such a
successor and to enter into a with such successor as
soon as reasonably practicable.
(b) [ ] may resign at any time and be discharged from its
duties and obligations hereunder as the Remarketing Agent by giving notice
prior to 3:00 p.m., New York City time (i) on the [eleventh] Business Day
immediately prior to the Remarketing Date in the case of a remarketing to
occur on the Remarketing Date or any of the two Business Days immediately
following the Remarketing Date, (ii) the [fourteenth] Business Day
immediately prior to April 6, 2005 in the case of a remarketing to occur on
a Subsequent Remarketing Date immediately following a Failed Remarketing on
any of the two Business Days immediately following the Remarketing Date, or
(iii) the [fourteenth] Business Day immediately prior to the Stock Purchase
Date in the case of a remarketing to occur on any of the three Business
Days immediately prior to the Stock Purchase Date. Any such resignation
shall become effective upon the Company's appointment of a successor to
perform the services that would otherwise be performed hereunder by the
Remarketing Agent. Upon receiving notice from the Remarketing Agent that it
wishes to resign hereunder, the Company shall appoint such a successor and
enter into a with it as soon as reasonably
practicable.
(c) The Company shall give the Purchase Contract Agent
and the Trustee prompt written notice of any replacement of the Remarketing
Agent pursuant to this section.
Section 5. Dealing in the Securities.
The Remarketing Agent, when acting hereunder or when
acting in its individual or any other capacity, may, to the extent
permitted by law, buy, sell, hold or deal in any of the Notes, Stripped
DECS, Upper DECS or any other securities of the Company. With respect to
any Notes, Stripped DECS, Upper DECS or any other securities of the Company
owned by it, the Remarketing Agent may exercise any vote or join in any
action with like effect as if it did not act in any capacity hereunder. The
Remarketing Agent, in its individual capacity, either as principal or
agent, may also engage in or have an interest in any financial or other
transaction with the Company as freely as if it did not act in any capacity
hereunder.
The Company or its affiliates may, to the extent
permitted by law, purchase any Notes that are remarketed by any Remarketing
Agent.
Section 6. Registration Statement and Prospectus.
(a) In connection with any remarketing to occur on the
Remarketing Date or any Subsequent Remarketing Date, if and to the extent
required, in the view of counsel (which need not be an opinion) for each of
the Remarketing Agent and the Company, by applicable law, regulations or
interpretations in effect at the time of any such Remarketing Date or
Subsequent Remarketing Date, as the case may be, the Company shall use its
reasonable efforts, if requested by the Remarketing Agent, (i) (A) to have
a registration statement relating to the Notes effective under the
Securities Act and (B) to furnish a current preliminary prospectus and, if
applicable, a current preliminary prospectus supplement (in such quantities
as the Remarketing Agent may reasonably request), to be used by the
Remarketing Agent in a remarketing pursuant hereunder, in each case by a
date that is no later than (x) [seven] Business Days prior to the
Remarketing Date in the case of a remarketing to occur on the Remarketing
Date or on any of the two Business Days immediately following the
Remarketing Date, (y) [ten] Business Days prior to April 6, 2005 in the
case of a remarketing to occur on any of the three Business Days prior to
April 6, 2005, or (z) [ten] Business Days prior to the Stock Purchase Date
in the case of a remarketing to occur on any of the three Business Days
immediately prior to the Stock Purchase Date (or in each such case, at such
earlier date as the Remarketing Agent may reasonably request), and (ii) if
requested by the Remarketing Agent, shall furnish a current final
prospectus and, if applicable, a final prospectus supplement, to be used by
the Remarketing Agent in the remarketing pursuant hereunder, by a date that
is no later than (x) [five] Business Days prior to the Remarketing Date in
the case of a remarketing to occur on the Remarketing Date or on any of the
two Business Days immediately following the Remarketing Date, (y) [eight]
Business Days prior to April 6, 2005 in the case of a remarketing to occur
on any of the three Business Days prior to April 6, 2005, or (z) [eight]
Business Days prior to the Stock Purchase Date in the case of a remarketing
to occur on any of the three Business Days immediately prior to the Stock
Purchase Date (or in each such case, at such earlier date as the
Remarketing Agent may reasonably request). The Company shall pay all
expenses relating thereto.
(b) If in connection with any remarketing, it shall not
be possible, in the view of counsel (which need not be an opinion) for each
of the Remarketing Agent and the Company, under applicable law, regulations
or interpretations in effect as of the Remarketing Date or Subsequent
Remarketing Date, as the case may be, to register the offer and sale by the
Company of the Notes under the Securities Act as otherwise contemplated by
this Section 6, the Company (i) shall use its reasonable efforts to take,
or cause to be taken, all action and to do, or cause to be done, all things
necessary, proper and advisable to permit and effectuate the offer and sale
of the Notes in connection with any remarketing pursuant hereunder without
registration under the Securities Act pursuant to an exemption therefrom,
if available, including the exemption afforded by Rule 144A under the rules
and regulations promulgated under the Securities Act by the Securities and
Exchange Commission, (ii) if requested by the Remarketing Agent, shall
furnish a current preliminary remarketing memorandum and a current final
remarketing memorandum (in such quantities as the Remarketing Agent may
reasonably request) to be used by the Remarketing Agent in any remarketing
pursuant hereunder, in each case by a date that is not later than (A)
[seven] Business Days prior to the Remarketing Date, in the case of a
remarketing to occur on the Remarketing Date or on any of the two Business
Days immediately following the Remarketing Date, (B) [ten] Business Days
prior to April 6, 2005 in the case of a remarketing to occur on any of the
three Business Days prior to April 6, 2005, or (C) [ten] Business Days
prior to the Stock Purchase Date in the case of a remarketing to occur on
any of the three Business Days prior to the Stock Purchase (or in either
case such earlier date as the Remarketing Agent may reasonably request).
The Company shall pay all expenses relating thereto.
(c) The Company shall also take all such actions as may
(upon advice of counsel to the Company or the Remarketing Agent) be
necessary or desirable under state securities or blue sky laws in
connection with any remarketing.
Section 7. Conditions to the Remarketing Agent's
Obligations.
(a) The obligations of the Remarketing Agent under this
Agreement shall be subject to the terms and conditions hereunder,
including, without limitation, the following conditions: (i) the Notes to
be included in any remarketing have not been called for redemption, (ii)
the Remarketing Agent is able to find a purchaser or purchasers for Notes
included in any remarketing at a price not less than 100.50% of the
Remarketing Value, (iii) the Purchase Contract Agent, the Collateral Agent,
the Custodial Agent, the Securities Intermediary, the Company and the
Trustee shall have performed their respective obligations in connection
with any remarketing pursuant hereunder and pursuant to the Purchase
Contract Agreement, the Pledge Agreement, the Indenture, and this Agreement
(including, without limitation, the Purchase Contract Agent's and the
Custodial Agent's giving the Remarketing Agent notice of the aggregate
principal amount of the Notes to be remarketed, no later than 10:00 a.m.,
New York City time, on the third Business Day preceding the Remarketing
Date and concurrently delivering the Notes to be remarketed to the
Remarketing Agent), (iv) no Event of Default (as defined in the Indenture)
shall have occurred and be continuing, (v) the accuracy of the
representations and warranties of the Company included in this Agreement or
in certificates of any officer of the Company or any of its subsidiaries
delivered pursuant to the provisions included in this Agreement, (vi) the
performance by the Company of its covenants and other obligations included
herein, and (vii) the satisfaction of the other conditions set forth in
this Agreement.
(b) If at any time during the term of this Agreement, any
Event of Default or event that with the passage of time or the giving of
notice or both would become an Event of Default has occurred and is
continuing under the Indenture, then the obligations and duties of the
Remarketing Agent under this Agreement shall be suspended until such
default or event has been cured. The Company will promptly give the
Remarketing Agent notice of all such defaults and events of which the
Company is aware.
Section 8. Termination of .
This Agreement shall terminate as to any Remarketing
Agent that is replaced on the effective date of its replacement pursuant to
Section 4(a) hereof or pursuant to Section 4(b) hereof. Notwithstanding the
foregoing, the obligations set forth in Section 3 hereof shall survive and
remain in full force and effect until all amounts payable under said
Section 3 shall have been paid in full; provided, however, that if any
Remarketing Agent resigns, then the obligations set forth in Section 3
hereof shall not survive the termination of this Agreement and no fee shall
be payable to such Remarketing Agent in such capacity. In addition, each
former Remarketing Agent shall be entitled to the rights and benefits under
Section 10 of this Agreement notwithstanding the replacement or resignation
of such Remarketing Agent.
Section 9. Remarketing Agent's Performance; Duty of Care.
The duties and obligations of the Remarketing Agent shall
be determined solely by the express provisions hereunder. No implied
covenants or obligations of or against the Remarketing Agent shall be read
into this Agreement. In the absence of a final judicial determination of
willful misconduct, bad faith or gross negligence on the part of the
Remarketing Agent, the Remarketing Agent may conclusively rely upon any
document furnished to it which purports to conform to the requirements
hereunder as to the truth of the statements expressed therein. The
Remarketing Agent shall be protected in acting upon any document or
communication reasonably believed by it to be signed, presented or made by
the proper party or parties. The Remarketing Agent shall not have any
obligation to determine whether there is any limitation under applicable
law on the Reset Rate on the Notes or, if there is any such limitation, the
maximum permissible Reset Rate on the Notes, and it shall rely solely upon
timely written notice from the Company pursuant to Section 2(a) hereof as
to whether or not there is any such limitation and, if so, the maximum
permissible Reset Rate. The Remarketing Agent shall not incur any liability
under this Agreement to any beneficial owner or holder of Notes, or other
securities, either in its individual capacity or as Remarketing Agent, as
the case may be, for any action or failure to act in connection with the
Remarketing or otherwise in connection with the transactions contemplated
by this Agreement, except to the extent that such liability has, by final
judicial determination, resulted from the willful misconduct, bad faith or
gross negligence of the Remarketing Agent or by its failure to fulfill
their express obligations hereunder. The provisions of this Section 9 shall
survive any termination of this Agreement and shall also continue to apply
to every Remarketing Agent notwithstanding its resignation or removal. The
Remarketing Agent will act as the agent of the Holders, and not as the
agent of the Company.
Section 10. Indemnification.
The Company agrees to indemnify the Remarketing Agent
for, and to hold it harmless from and against, any loss, liability or
reasonable out-of-pocket expense incurred without negligence, willful
misconduct or bad faith on its part, arising out of or in connection with
the acceptance or administration of its powers and duties under this
Agreement, including the reasonable out-of-pocket costs and expenses
(including reasonable fees and expenses of counsel) of defending itself
against any claim or liability in connection with the exercise or
performance of such powers and duties or collecting such amounts. The
Remarketing Agent shall promptly notify the Company of any third party
claim which may give rise to the indemnity hereunder and give the Company
the opportunity to participate in the defense of such claim with counsel
reasonably satisfactory to the indemnified party, and no such claim shall
be settled without the written consent of the Company, which consent shall
not be unreasonably withheld.
Section 11. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of New
York without regard to principles of conflicts of laws.
Section 12. Term of Agreement.
(a) Unless otherwise terminated in accordance with the
provisions hereof and except as otherwise provided herein, this Agreement
shall remain in full force and effect from the date hereof until the
Business Day immediately following the Remarketing Date or any Subsequent
Remarketing Date, as applicable, in the case of any successful remarketing
held on any such date. Anything herein to the contrary notwithstanding, the
provisions of the last section of Section 8 hereof and the provisions of
Sections 3, 9, 10 and 12(b) hereof shall survive any termination of this
Agreement and remain in full force and effect; provided, however, that if
any Remarketing Agent resigns, then the obligations set forth in Section 3
hereof shall not survive the termination of this Agreement and no fee shall
be payable to such Remarketing Agent in such capacity.
(b) All representations and warranties included in this
Agreement or contained in certificates of officers of the Company submitted
pursuant hereto or thereto, shall remain operative and in full force and
effect, regardless of any investigation made by or on behalf of the
Remarketing Agent or any of their controlling persons, or by or on behalf
of the Company or the Purchase Contract Agent, and shall survive the
remarketing of the Notes.
Section 13. Successors and Assigns.
The rights and obligations of the Company and the
Purchase Contract Agent (both in its capacity as Purchase Contract Agent
and as attorney-in-fact) hereunder may not be assigned or delegated to any
other person (except pursuant to sections 7.9 and 7.10 of the Purchase
Contract Agreement) without the prior written consent of the Remarketing
Agent, which consent shall not be unreasonably withheld. The rights and
obligations of the Remarketing Agent hereunder may not be assigned or
delegated to any other person without the prior written consent of the
Company, except that the Remarketing Agent shall have the right to appoint
additional remarketing agents as provided herein. This Agreement shall
inure to the benefit of and be binding upon the Company, the Purchase
Contract Agent and the Remarketing Agent and their respective successors
and assigns and the other indemnified parties (set forth in Section 10
hereof) and the successors, assigns, heirs and legal representatives of
such indemnified parties. The terms "successors" and "assigns" shall not
include any purchaser of Notes merely because of such purchase.
Section 14. Headings.
Section headings have been inserted in this Agreement as
a matter of convenience of reference only, and it is agreed that such
section headings are not a part of this Agreement and will not be used in
the interpretation of any provision of this Agreement.
Section 15. Severability.
If any provision of this Agreement shall be held or
deemed to be or shall, in fact, be invalid, inoperative or unenforceable as
applied in any particular case in any or all jurisdictions because it
conflicts with any provisions of any constitution, statute, rule or public
policy or for any other reason, then, to the extent permitted by law, such
circumstances shall not have the effect of rendering the provision in
question invalid, inoperative or unenforceable in any other case,
circumstances or jurisdiction, or of rendering any other provision or
provisions of this Agreement, as the case may be, invalid, inoperative or
unenforceable to any extent whatsoever.
Section 16. Counterparts.
This Agreement may be executed in counterparts, each of
which shall be regarded as an original and all of which shall constitute
one and the same document.
Section 17. Amendments.
This Agreement may be amended by any instrument in
writing signed by the parties hereto.
Section 18. Notices.
Unless otherwise specified, any notices, requests,
consents or other communications given or made hereunder or pursuant hereto
shall be made in writing or transmitted by any standard form of
telecommunication, including telephone or telecopy, and confirmed in
writing. All written notices and confirmations of notices by
telecommunication shall be deemed to have been validly given or made when
delivered or mailed, registered or certified mail, return receipt requested
and postage prepaid. All such notices, requests, consents or other
communications shall be addressed as follows: if to the Company, to
TEMPLE-INLAND INC., 000 Xxxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxx 00000, Attention:
General Counsel, if to the Remarketing Agent, to [ ]; and if to the
Purchase Contract Agent, to XX Xxxxxx Xxxxx Bank, 000 Xxxx 00xx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Institutional Trust Services, or to such
other address as any of the above shall specify to the other in writing.
Section 19. Information.
The Company agrees to furnish the Remarketing Agent with
such information and documents as the Remarketing Agent may reasonably
request in connection with the transactions contemplated by this
, and if the remarketing is effected pursuant to a
registration statement in accordance with Section 6 hereof, make reasonably
available to the Remarketing Agent and any accountant, attorney or other
advisor retained by the Remarketing Agent such information that parties
would customarily require in connection with a due diligence investigation
conducted in accordance with applicable securities laws and cause the
Company's officers, directors, employees and accountants to participate in
all such discussions and to supply all such information reasonably
requested by any such person in connection with such investigation.
IN WITNESS WHEREOF, each of the Company, the Purchase
Contract Agent and the Remarketing Agent has caused this Agreement to be
executed in its name and on its behalf by one of its duly authorized
signatories as of the date first above written.
TEMPLE-INLAND INC.
By
-----------------------------------
Name:
Title:
[Remarketing Agent]
By:
-----------------------------------
Name:
Title:
CONFIRMED AND ACCEPTED:
JPMORGAN CHASE BANK,
not individually but solely as
Purchase Contract Agent and as
attorney-in-fact for the Holders of
the Purchase Contracts
By:
--------------------------------
Name:
Title:
