Potlatch Corp Sample Contracts

RECITALS
Credit Agreement • March 27th, 2002 • Potlatch Corp • Paper mills • New York
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Exhibit (2) ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 15th, 2002 • Potlatch Corp • Paper mills • New York
1 EXHIBIT 1.1 POTLATCH CORPORATION _____% DEBENTURES DUE_____ UNDERWRITING AGREEMENT
Underwriting Agreement • December 7th, 1995 • Potlatch Corp • Wholesale-medical, dental & hospital equipment & supplies • New York
INDENTURE
Potlatch Corp • August 13th, 2001 • Paper mills • New York
Indenture
Potlatch Corp • April 20th, 1999 • Paper mills • New York
TO BANKERS TRUST COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION TRUSTEE INDENTURE DATED AS OF NOVEMBER 27, 1990
Indenture • March 20th, 2001 • Potlatch Corp • Paper mills • New York
AGREEMENT ---------
Credit Agreement and Waiver • March 27th, 2002 • Potlatch Corp • Paper mills • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 22, 2005 among POTLATCH CORPORATION, POTLATCH HOLDINGS, INC., POTLATCH OPERATING COMPANY and POTLATCH FOREST PRODUCTS CORPORATION as Borrowers Certain Material Subsidiaries of the Borrowers...
Credit Agreement • December 27th, 2005 • Potlatch Corp • Paper mills • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of December 22, 2005, among (i) Potlatch Corporation, a Delaware corporation (“Existing Potlatch”), which is to be merged with and into Potlatch Opco (as defined below) following the REIT Conversion (as defined herein), with Potlatch Opco being the surviving entity, (ii) Potlatch Holdings, Inc., a Delaware corporation (“Holdings”), which is to be renamed “Potlatch Corporation” after the consummation of the Merger (as defined herein), (iii) Potlatch Operating Company, a Delaware corporation (“Potlatch Opco”), a wholly owned qualified REIT subsidiary of Holdings, (iv) Potlatch Forest Products Corporation, a Delaware corporation (“TRS”), a wholly owned taxable REIT subsidiary of Existing Potlatch which will become a wholly owned taxable REIT subsidiary of Potlatch Opco upon consummation of the Merger (collectively, the “Borrowers”), (v) certain Material Subsidiaries of the Borrowers from time to time party hereto

CREDIT AGREEMENT Dated as of June 29, 2004 among POTLATCH CORPORATION as Borrower Certain Material Subsidiaries of the Borrower from time to time party hereto as Guarantors BANK OF AMERICA, N.A. as Administrative Agent, Swing Line Lender and an L/C...
Credit Agreement • July 7th, 2004 • Potlatch Corp • Paper mills • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of June 29, 2004, among Potlatch Corporation, a Delaware corporation (the “Borrower”), certain Material Subsidiaries of the Borrower from time to time party hereto as guarantors (the “Guarantors”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.

Indenture
Potlatch Corp • December 7th, 1995 • Wholesale-medical, dental & hospital equipment & supplies • New York
TO BANKERS TRUST COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION TRUSTEE INDENTURE DATED AS OF NOVEMBER 27, 1990
Indenture • March 26th, 1996 • Potlatch Corp • Wholesale-medical, dental & hospital equipment & supplies • New York
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Amendment No. 2 to Schedule A to Exhibit (10)(j) April 30, 1999
Potlatch Corp • May 5th, 1999 • Paper mills

The following table sets forth the name of each current director of Potlatch Corporation who has executed the Indemnification Agreement filed as Exhibit (10)(j):

Amendment No. 3 to Schedule A to Exhibit (10)(j) January 31, 2001
Potlatch Corp • March 20th, 2001 • Paper mills

The following table sets forth the name of each current director of Potlatch Corporation who has executed the Indemnification Agreement filed as Exhibit (10)(j):

POTLATCH CORPORATION BENEFITS PROTECTION TRUST AGREEMENT As Amended and Restated Effective September 20, 2002
Benefits Protection Trust Agreement • November 13th, 2002 • Potlatch Corp • Paper mills • Minnesota

This amended and restated Trust Agreement, originally made as of the first day of January, 1990, by and between POTLATCH CORPORATION, a Delaware corporation (the “Company”) and U.S. Bank National Association (formerly First Trust National Association)(the “Trustee”), and amended and restated to read as follows effective September 20, 2002.

Amendment No. 5 to Schedule A to Exhibit (10)(k) February 25, 2005
Potlatch Corp • February 25th, 2005 • Paper mills

The following table sets forth the name of each current officer of Potlatch Corporation who has executed the Indemnification Agreement filed as Exhibit (10)(k):

ASSET PURCHASE AGREEMENT Dated as of August 25, 2004 by and between POTLATCH CORPORATION and AINSWORTH LUMBER CO. LTD.
Asset Purchase Agreement • September 27th, 2004 • Potlatch Corp • Paper mills • New York

ASSET PURCHASE AGREEMENT (herein, together with the Schedules and Exhibits attached hereto, referred to as this “Agreement”), dated as of August 25, 2004, by and between POTLATCH CORPORATION, a Delaware corporation (“Seller”), and AINSWORTH LUMBER CO. LTD., a British Columbia corporation (“Buyer”). Capitalized terms used in this Agreement are defined or otherwise referenced in Section 9.03.

Amendment No. 2 to Schedule A to Exhibit (10)(j) March 1, 2004
Potlatch Corp • March 12th, 2004 • Paper mills

The following table sets forth the name of each current director of Potlatch Corporation who has executed the Indemnification Agreement filed as Exhibit (10)(j):

STOCK OPTION AGREEMENT POTLATCH CORPORATION 1995 STOCK INCENTIVE PLAN
Stock Option Agreement • March 12th, 2004 • Potlatch Corp • Paper mills • Delaware

THIS AGREEMENT made and entered into the day specified in the attached addendum to this Agreement by and between POTLATCH CORPORATION, a Delaware corporation (the “Corporation”) and the employee of the Corporation named in the attached addendum (“Employee”),

Amendment No. 1 to Schedule A to Exhibit (10)(j) March 1, 2002
Potlatch Corp • March 7th, 2003 • Paper mills

The following table sets forth the name of each current director of Potlatch Corporation who has executed the Indemnification Agreement filed as Exhibit (10)(j):

STOCK OPTION AGREEMENT POTLATCH CORPORATION 1995 STOCK INCENTIVE PLAN
Stock Option Agreement • February 25th, 2005 • Potlatch Corp • Paper mills • Delaware

THIS AGREEMENT made and entered into the day specified in the attached addendum to this Agreement by and between POTLATCH CORPORATION, a Delaware corporation (the “Corporation”) and the employee of the Corporation named in the attached addendum (“Employee”),

CONSENT
Potlatch Corp • February 25th, 2005 • Paper mills
CONSENT AND MODIFICATION June 12, 2002
Consent and Modification • August 12th, 2002 • Potlatch Corp • Paper mills
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