0001193125-07-228097 Sample Contracts

ASSET PURCHASE AGREEMENT (ADAMS) between POTLATCH FOREST HOLDINGS, INC. and WESTERN PACIFIC TIMBER, LLC Dated as of September 11, 2007
Asset Purchase Agreement • October 29th, 2007 • Potlatch Corp • Real estate investment trusts • Idaho

This ASSET PURCHASE AGREEMENT (ADAMS) (this “Agreement”), dated as of September 11, 2007 (the “Effective Date”), is made between POTLATCH FOREST HOLDINGS, INC., a Delaware corporation (“Buyer”), and WESTERN PACIFIC TIMBER, LLC, an Oregon limited liability company (“Seller”).

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ASSET PURCHASE AGREEMENT (CENTRAL IDAHO) between POTLATCH FOREST HOLDINGS, INC. and WESTERN PACIFIC TIMBER, LLC Dated as of September 11, 2007
Asset Purchase Agreement • October 29th, 2007 • Potlatch Corp • Real estate investment trusts • Idaho

This ASSET PURCHASE AGREEMENT (CENTRAL IDAHO) (this “Agreement”), dated as of September 11, 2007 (the “Effective Date”), is made between POTLATCH FOREST HOLDINGS, INC., a Delaware corporation (“Buyer”), and WESTERN PACIFIC TIMBER, LLC, an Oregon limited liability company (“Seller”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 29th, 2007 • Potlatch Corp • Real estate investment trusts • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of February 20, 2007 to the Credit Agreement referenced below is by and among (i) Potlatch Corporation (formerly known as Potlatch Holdings, Inc.), a Delaware corporation (“Holdings”), (ii) Potlatch Forest Holdings, Inc. (formerly known as Potlatch Operating Company and successor by way of merger to Potlatch Corporation (the “Existing Potlatch” under the Credit Agreement referred to below)), a Delaware corporation (“Potlatch Opco”), a wholly owned qualified REIT subsidiary of Holdings, (iii) Potlatch Forest Products Corporation, a Delaware corporation (“TRS”), a wholly owned taxable REIT subsidiary of Potlatch Opco (collectively, the “Borrowers”), (iv) the Guarantors from time to time party hereto, (v) the Lenders from time to time party hereto, and (vi) BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.

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