0001193125-08-195494 Sample Contracts

ST. MARIES RESIDUALS SALES AGREEMENT
Sales Agreement • September 15th, 2008 • Potlatch Forest Products CORP • Paperboard mills • Idaho

THIS ST. MARIES RESIDUALS SALES AGREEMENT (this “Agreement”) is entered into by and between Clearwater Paper Corporation, a Delaware corporation (“Buyer”) and Potlatch RetainCo, LLC, a Delaware limited liability company (“Seller”) as of

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LUMBER SALES AND MARKETING AGREEMENT
Lumber Sales and Marketing Agreement • September 15th, 2008 • Potlatch Forest Products CORP • Paperboard mills • Idaho

This LUMBER SALES AND MARKETING AGREEMENT (this “Agreement”) is entered into as of this day of , 2008 (the “Effective Date”), by and among CLEARWATER PAPER CORPORATION, a Delaware corporation (“Clearwater”), POTLATCH RETAINCO, LLC, a Delaware limited liability company (“RetainCo”) and POTLATCH CORPORATION, a Delaware corporation (“Potlatch”). As used herein, Clearwater, RetainCo and Potlatch are sometimes referred to collectively as the “parties,” or individually as a “party.”

LEASE AND OPTION AGREEMENT
Lease Agreement • September 15th, 2008 • Potlatch Forest Products CORP • Paperboard mills

THIS LEASE AND OPTION AGREEMENT (this “Lease”) is made as of the day of , 20 , between Potlatch Forest Holdings, Inc., a Delaware corporation, and Clearwater Paper Corporation, a Delaware corporation.

LEWISTON SHAVINGS SALES AGREEMENT
Sales Agreement • September 15th, 2008 • Potlatch Forest Products CORP • Paperboard mills • Idaho

THIS LEWISTON SHAVINGS SALES AGREEMENT (this “Agreement”) is entered into by and between Potlatch RetainCo, LLC, a Delaware limited liability company (“Buyer”) and Clearwater Paper Corporation, a Delaware corporation (“Seller”) as of , 2008 (the “Effective Date”). (Buyer and Seller are sometimes hereinafter in this Agreement referred to collectively as the “parties”, or individually as a “party”).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • September 15th, 2008 • Potlatch Forest Products CORP • Paperboard mills • Washington

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made as of [—], 2008, by and between Potlatch RetainCo LLC, a Delaware limited liability company (“Potlatch”), and Clearwater Paper Corporation, a Delaware corporation (formerly named Potlatch Forest Products Corporation) (“Clearwater”) (each, a “Party,” and together, the “Parties”).

LOG SUPPLY AGREEMENT
Log Supply Agreement • September 15th, 2008 • Potlatch Forest Products CORP • Paperboard mills • Idaho

This LOG SUPPLY AGREEMENT (this “Agreement”) is entered into by and between Potlatch RetainCo, LLC (“Supplier”), a Delaware limited liability company, and Clearwater Paper Corporation (“Buyer”), a Delaware corporation, as of , 2008 (the “Effective Date”). (Buyer and Supplier are sometimes hereinafter in this Agreement referred to collectively as the “parties”, or individually as a “party”).

HOG FUEL SUPPLY AGREEMENT
Hog Fuel Supply Agreement • September 15th, 2008 • Potlatch Forest Products CORP • Paperboard mills • Idaho

THIS HOG FUEL SUPPLY AGREEMENT (this “Agreement”) is entered into by and between Clearwater Paper Corporation, a Delaware corporation (“Buyer”) and Potlatch RetainCo, LLC, a Delaware limited liability company (“Seller”) as of ___________, 2008 (the “Effective Date”). (Buyer and Seller are sometimes hereinafter in this Agreement referred to collectively as the “parties”, or individually as a “party”).

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