EMPLOYEE MATTERS AGREEMENT by and between POTLATCH CORPORATION and CLEARWATER PAPER CORPORATION Dated as of December 15, 2008Employee Matters Agreement • December 18th, 2008 • Potlatch Corp • Real estate investment trusts • Delaware
Contract Type FiledDecember 18th, 2008 Company Industry JurisdictionThis EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made as of December 15, 2008, by and between Potlatch Corporation, a Delaware corporation, and Clearwater Paper Corporation, a Delaware corporation (formerly named Potlatch Forest Products Corporation) (each a “Party” and together, the “Parties”). Capitalized terms used herein (other than the formal names of Plans (as defined below) and related trusts) and not otherwise defined, shall have the respective meanings assigned to them in Article I hereof.
SEPARATION AND DISTRIBUTION AGREEMENT by and between POTLATCH CORPORATION and CLEARWATER PAPER CORPORATION Dated as of December 15, 2008Separation and Distribution Agreement • December 18th, 2008 • Potlatch Corp • Real estate investment trusts • Delaware
Contract Type FiledDecember 18th, 2008 Company Industry JurisdictionTHIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is made as of December 15, 2008, by and between Potlatch Corporation, a Delaware corporation (“Potlatch”), and Clearwater Paper Corporation, a Delaware corporation (formerly named Potlatch Forest Products Corporation) (“Clearwater”) (each a “Party” and together, the “Parties”). Capitalized terms used in this Agreement are defined or otherwise referenced in Section 1.1.
Page ARTICLE I RETAINED OBLIGATION 2 Section 1.01. Retained Obligation. 2 Section 1.02. No Amendments to Debentures 2 Section 1.03. Clearwater to Seek Refinancing 2 Section 1.04. Satisfaction and Discharge of Debentures. 3 Section 1.05. Satisfaction...Retained Obligation Agreement • December 18th, 2008 • Potlatch Corp • Real estate investment trusts • New York
Contract Type FiledDecember 18th, 2008 Company Industry JurisdictionTHIS RETAINED OBLIGATION AGREEMENT (this “Agreement”) is entered into as of December 15, 2008, by and between CLEARWATER PAPER CORPORATION, a Delaware corporation formerly known as Potlatch Forest Products Corporation (“Clearwater”), and POTLATCH CORPORATION, a Delaware corporation (“Potlatch”), and shall be effective as of the Effective Time (as defined in Section 6.09).