GEORGIA PACIFIC CORP - GP Unscheduled Material Events (8-K) EXHIBIT 2.3

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The following is an excerpt from a 8-K SEC Filing, filed by GEORGIA PACIFIC CORP on 5/21/2004.

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Exhibit 2.3

ASSET AND STOCK PURCHASE AGREEMENT

AMONG

KOCH CELLULOSE, LLC,

GEORGIA-PACIFIC CORPORATION,

LEAF RIVER FOREST PRODUCTS, INC.,

LRC TIMBER, INC.,

OLD AUGUSTA RAILROAD COMPANY,

GEORGIA-PACIFIC ASIA (HONG KONG) LTD.,

AND

GEORGIA-PACIFIC GMBH

Dated as of February 26, 2004

ASSET AND STOCK PURCHASE AGREEMENT

This ASSET AND STOCK PURCHASE AGREEMENT is entered into as of February 26, 2004 (this "Agreement") among Koch Cellulose, LLC, a Delaware limited liability company ("Purchaser"), Georgia-Pacific Corporation, a Georgia corporation ("Seller"), Leaf River Forest Products, Inc., a Delaware corporation ("LRFP"), LRC Timber, Inc., a Delaware corporation ("LRCT"), Old Augusta Railroad Company, a Mississippi corporation ("OAR"), Georgia-Pacific Asia (Hong Kong), Ltd., a Hong Kong private limited company ("GPHK"), and Georgia-Pacific GmbH, a Swiss limited liability company ("GPGmbH").

W I T N E S S E T H:

WHEREAS, the Seller Entities desire to sell, transfer and assign to Purchaser or its Designated Affiliate(s), and Purchaser desires to (or to cause its Designated Affiliate(s) to) acquire from the Seller Entities, (i) all of the issued and outstanding capital stock of BPP and (ii) all of the Transferred Assets, all as more specifically provided herein;

WHEREAS, Seller and Purchaser desire to enter into certain post-Closing transitional services and other contractual arrangements, all as more specifically provided for herein; and

WHEREAS, certain terms used in this Agreement are defined in Section 1.1;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Certain Definitions.

For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1:

"Accounting Referee" shall have the meaning set forth in Section 3.3(e).

"Affiliate" means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through ownership of voting securities, by contract or otherwise.

"Affiliated Group" means any affiliated group within the meaning of Section 1504 of the Code and any comparable or analogous group under state, local or foreign Tax Law.

"Agreed Court" shall have the meaning set forth in Section 12.3(a).

"Agreed Principles" shall have the meaning set forth in Section 3.3(a).

"Agreement" shall have the meaning set forth in the Preamble.

"Alternate Letter of Credit" shall have the meaning ascribed to such term in the PCRR Bond Indenture.

"Ancillary Agreements" means the Black Liquor Exchange Agreement, the Declaration of Restrictions, the IT Support Services Agreement, the Lemelson Patent Sublicense Agreement, the Offshore Purchase Agreements, the Pulp Supply Agreement, the Railroad Services Agreement, the Services and Supply Agreement, the Site Services Agreement, the Software License Agreement, the Solaia Patent Sublicense Agreement, the Turpentine and Tall Oil Sales Agreements and the Wood Fiber Supply Agreement.

"Antitrust Laws" shall have the meaning set forth in Section 7.4.

"Applicable Time" shall mean 5:00 pm (Eastern Time) on the Closing Date.

"Asset Acquisition Statement" shall have the meaning set forth in Section 2.6.

"Assignment and Assumption Agreement" means the assignment and assumption agreement, in substantially the form of Exhibit A hereto.

"Assignment, Assumption and Modification Agreement" means the Assignment, Assumption and Modification Agreements, in substantially the forms of Exhibit B hereto.

"Assumed Benefit Plan" shall have the meaning set forth in Section 5.13(a).

"Assumed Current Liabilities" means the Current Liabilities of the Seller Entities.

"Assumed HR Liabilities" shall have the meaning set forth in Section 2.3(c).

"Assumed Liabilities" shall have the meaning set forth in Section 2.3.

"Balance Sheet" shall have the meaning set forth in Section 5.4(a).

"Balance Sheet Date" shall have the meaning set forth in Section 5.4(a).

"Basis of Presentation" shall have the meaning set forth in Section 5.4(a).

"BGCDA" means the Brunswick and Glynn County Development Authority.

"Bill of Sale" means the bill of sale, in substantially the form of Exhibit C hereto.

"Black Liquor Exchange Agreement" means the Black Liquor Exchange Agreement, in substantially the form of Exhibit D hereto.

"BOA LOC" means the irrevocable direct pay letter of credit issued by Bank of America, N.A. in favor of the PCRR Trustee for the account of Seller, as additional security for the PCRR Bonds.

"Bond Documents" means, collectively, the IDB Documents and the PCRR Bond Documents.

"Bond Property Ad Valorem Taxes" shall have the meaning set forth in Section 11.1(c).

"Bond-Related Liens" means any Liens created pursuant to the PCRR Bond Documents or the IDB Documents, as applicable, for the benefit of any bondholder, any bond trustee, any bond issuer or any party providing security for the benefit of any bondholder.

"Bond Schedule" shall have the meaning set forth in Section 5.26(a).

"BPP" means the Brunswick Pulp & Paper Company, a Delaware corporation.

"BPP Agreed HR Liabilities" means (a) all Labor-related Obligations arising or accruing after the Applicable Time with respect to the bargaining unit BPP Employees and the bargaining unit Former BPP Employees, and (b) all Employment-related Obligations arising or accruing after the Applicable Time with respect to the BPP Transferring Employees.

"BPP Agreed Liabilities" shall mean (i) the Current Liabilities of BPP, (ii) Liabilities of BPP under the BPP Retained Contracts, (iii) BPP Agreed HR Liabilities and (iv) any other Liability of BPP arising from the ownership, management, control, operation or conduct of the Business by BPP after the Applicable Time, but in each case excluding any BPP Indemnified Liabilities.

"BPP Employee" means an individual who, as of the date of this Agreement, is or, between the date of this Agreement and the Applicable Time, becomes employed by BPP, whether salaried or hourly.

"BPP Excluded Assets" shall mean (i) all assets, properties, contractual rights, goodwill, going concern value, rights and claims of BPP that are not currently used or currently held for use primarily in the Business, (ii) all assets of BPP of the types described in clauses (iii)-(xii), (xv)-(xviii) and (xx) of Section 2.2(b), (iii) all assets primarily relating to the Pearson Sawmill, the Sterling Sawmill, the McCormick Sawmill and the "T" Street Landfill, (iv) the BPP Excluded Contracts, (v) the BPP Excluded Real Property and (vi) the personnel and medical files and all other employment-related records and data of Former BPP Employees and any BPP Employees other than BPP Transferring Employees.

"BPP Excluded Contracts" means the Contracts (including any leases that are BPP Excluded Real Property) to which BPP is a party that are not currently used or currently held for use primarily in the Business, including those Contracts under the heading "BPP Excluded Contracts" on Schedule 1.1(a).

"BPP Excluded Employee" means an individual who was employed by BPP at the McCormick Sawmill, the Pearson Sawmill or the Sterling Sawmill.

"BPP Excluded Real Property" shall have the meaning set forth in Section 5.9(a).

"BPP Indemnified HR Liabilities" means all Liabilities stemming from (i) all Employment-related Obligations arising or accruing prior to the Applicable Time with respect to the BPP Employees, (ii) all Employment-related Obligations, whenever arising or accrued, with respect to any BPP Employees who do not become Transferring Employees, (iii) all Employment-related Obligations, whenever arising or accrued, with respect to any Former BPP Employees, (iv) all Employment-related Obligations, whenever arising or accruing with respect to any BPP Excluded Employees, and (v) all Labor-related Obligations arising or accruing prior to the Applicable Time with respect to BPP Employees.

"BPP Indemnified Liabilities" shall mean (i) all Liabilities of BPP arising out of or related to the BPP Excluded Assets, (ii) BPP Indemnified HR Liabilities,
(iii) any BPP Pre-Closing Product Liabilities, (iv) any BPP Scheduled Matters and (v) all Liabilities of BPP arising from the ownership, management, control, operation or conduct of BPP (or any former subsidiary of BPP) prior to the Applicable Time (other than the Liabilities described in the preceding clauses
(i)-(iv) of this definition and clauses (i)-(iii) of the definition of BPP Agreed Liabilities), but excluding BPP Retained Contract Warranty Losses.

"BPP Pre-Closing Product Liabilities" means all Liabilities arising out of or otherwise related to the products manufactured, shipped, or sold and/or services performed by BPP prior to the Applicable Time (including claims of negligence, personal injury, product damage, product liability, product warranties, design defect, strict liability, or any other claims relating to or arising out of products manufactured, shipped or sold prior to the Applicable Time), whether such Liability relates to or arises out of accidents, injuries, Liabilities or Losses occurring prior to or after the Applicable Time, but excluding BPP Retained Contract Warranty Losses, and excluding any of the foregoing occurring after the Applicable Time to the extent resulting from the negligence or willful misconduct of Purchaser or its Affiliates after the Applicable Time.

"BPP Retained Assets" shall mean all of the business, assets, properties, contractual rights, goodwill, going concern value, rights and claims of BPP that are currently used or currently held for use primarily in the Business as of the Applicable Time, except where the context requires reference to the date hereof or another specific date, wherever situated and of whatever kind and nature, real or personal, tangible or intangible, whether or not reflected on the books and records of BPP, including assets of the types described in clauses
(i)-(xiii) of Section 2.1(b) and including affirmative action plans, copies of personnel and medical files of BPP Transferring Employees (and data as provided in Section 8.4(b)), but specifically excluding the BPP Excluded Assets.

"BPP Retained Contract Warranty Losses" means any Losses in respect of any warranties or customer returns under the BPP Retained Contracts or under Law that relate to products manufactured, shipped or sold and/or services performed by BPP prior to the Applicable Time, but excluding any Losses in respect of claims for personal property damage or personal injury.

"BPP Retained Contracts" means the Contracts (including any Real Property Leases) to which BPP is a party that are currently used or currently held for use primarily in the Business, including those Contracts under the heading "BPP Retained Contracts" on Schedule 1.1(a), but excluding the BPP Excluded Contracts.

"BPP Scheduled Matters" means any Scheduled Matters affecting BPP.

"BPP Securities" shall have the meaning set forth in Section 5.1(c).

"BPP Stock" shall have the meaning set forth in Section 5.1(c).

"BPP Transferring Employee" means any BPP Employee who remains employed by BPP as of the Applicable Time.

"Brunswick Bond Assets" shall have the meaning set forth in Section 7.15(b).

"Brunswick Bond Documents" means, collectively, the Brunswick Bonds, the Brunswick Bond Indenture, the Brunswick Bond Loan Agreement and each of the other documents, agreements and instruments more particularly described on Schedule 1.1(b).

"Brunswick Bond Indenture" means that certain Trust Indenture, dated as of March 1, 1998, by and between BGCDA and the Brunswick Bond Trustee.

"Brunswick Bond Loan Agreement" means that certain Loan Agreement, dated as of March 1, 1998, by and between BGCDA and Seller.

"Brunswick Bond Trustee" means The Bank of New York, as trustee under the Brunswick Bond Indenture.

"Brunswick Bonds" means the $21,900,000 Brunswick and Glynn County Development Authority Refunding Revenue Bonds (Georgia-Pacific Corporation Project), Series 1998 issued by the BGCDA pursuant to the Brunswick Bond Indenture.

"Brunswick Plan" means the Employee Retirement Plan of BPP available to certain bargaining unit BPP employees as specified in such plan document.

"Brunswick Pulp & Paper Mill" means that certain Brunswick pulp and paper mill located at West Ninth Street, Brunswick (Glynn County), Georgia, 31520, as generally shown on that certain Survey prepared by Atlantic Survey Professionals bearing a Date of Plat of February 12, 2004 and generally described in Chicago Title Insurance Company Title Commitment No.: 2-15346 bearing an effective date of December 19, 2003, as further described on Schedule 5.9(a).

"Business" means the business conducted by Seller and its Affiliates of manufacturing, producing, distributing and selling Market Pulp, including (a) the business and

operations currently conducted by BPP related to the Brunswick Pulp & Paper Mill and all other business and operations conducted by BPP other than the business and operations of BPP primarily related to the BPP Excluded Assets, (b) the business and operations currently conducted by the Seller Entities related to the Leaf River Pulp Mill (but excluding the business and operations primarily related to the LR Sawmill), (c) the business and operations currently conducted by the Seller Entities primarily related to the Old Augusta Railroad and (d) the foreign sales operations of GPHK and GPGmbH to the extent related to the businesses and operations set forth above.

"Business Contracts" shall have the meaning set forth in Section 5.12(b).

"Business Data" means the computer data that is part of, associated with, used, populated, generated, created or manipulated by the Seller Owned Software licensed to Purchaser under the Software License Agreement, whether in printed or electronic form, relating primarily to and used in the operation of or necessary to conduct the Business.

"Business Day" means any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close.

"Business Intellectual Property Licenses" shall have the meaning set forth in
Section 5.11(e).

"Cap" shall have the meaning set forth in Section 10.5(b).

"Checklist" shall have the meaning set forth in Section 7.16(a)(ii).

"Claim Notice" shall have the meaning set forth in Section 10.4(a).

"Class M Stock" shall have the meaning set forth in Section 5.1(c).

"Class S Stock" shall have the meaning set forth in Section 5.1(c).

"Closing" shall have the meaning set forth in Section 4.1.

"Closing Date" shall have the meaning set forth in Section 4.1.

"Closing Statement" shall have the meaning set forth in Section 3.3(c).

"Closing Working Capital" shall have the meaning set forth in Section 3.3(c).

"COBRA" shall have the meaning set forth in Section 5.13(h).

"Code" means the Internal Revenue Code of 1986, as amended.

"Collective Bargaining Agreement" means the collective bargaining agreement, together with any written side agreements or amendments with respect to such collective bargaining agreement, identified on Schedule 1.1(a).

"Computer Hardware" means any computer hardware, equipment and peripherals of any kind and of any platform, including desktop and laptop personal computers, handheld computerized devices, mid-range and mainframe computers, process control and distributed control systems, and network telecommunications equipment.

"Confidentiality Agreement" shall have the meaning set forth in Section 12.4.

"Continuing Environmental Issue" means (i) any Release of a Hazardous Material,
(ii) any soil or groundwater contamination by Hazardous Materials, or (iii) any violation of Environmental Law or Environmental Permit, in each case, present and continuing, on or from any of the Properties that (A) is discovered after the Closing Date, (B) results directly from the operation of the Business, (C) does not result or arise from passive migration or leaching of Hazardous Materials through soil or groundwater, and (D) neither Seller nor Purchaser can demonstrate to a reasonable degree of certainty existed as of the Closing Date or came into existence for the first time after the Closing Date.

"Contract" means any contract, agreement, indenture, note, bond, loan, instrument, lease, commitment, purchase order or other arrangement or agreement, whether written or oral, express or implied.

"Copyrights" shall have the meaning set forth in the definition of Intellectual Property in this Section 1.1.

"Criminal Penalty" means any criminal penalty, criminal fine or similar criminal Order, in each case, imposed upon any Person for such Person's actions, omissions or violations in connection with the Business (or resulting from any settlement in lieu thereof).

"Critical Spare Parts Pool Sharing Arrangement" means the current arrangement among the Seller Entities and BPP whereby the Specified Spare Parts are made available to the mills owned by Seller or its Affiliates.

"Current Assets" means the categories of current assets of the Seller Entities and BPP to the extent primarily relating to the Business and that are identified on Schedule 3.3(a).

"Current Liabilities" means the categories of current liabilities of the Seller Entities and BPP to the extent primarily relating to the Business and that are identified on Schedule 3.3(a).

"Declaration of Restrictions" means the Declaration of Restrictions, Option to Purchase and Easement Agreement in substantially the form of Exhibit E.

"Deductibles" shall have the meaning set forth in Section 10.5(a)(iii).

"Deferred Compensation Plan" means the Georgia-Pacific Corporation Deferred Compensation Plan.

"Designated Affiliate" means one or more Affiliate(s) of Purchaser or Seller, as applicable, designated in writing by Purchaser or Seller, as applicable, not less than thirty (30)

days prior to the Closing Date in accordance with Section 12.8; provided that no such Affiliate shall be so designated if such designation will materially impede or delay the Closing or result in the other party incurring Losses as a result thereof other than de minimis Expenses.

"Documents" means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, budgets, forecasts, ledgers, journals, title policies, customer lists, regulatory filings, operating data and plans, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), marketing documentation (sales brochures, flyers, pamphlets, web pages, etc.), and other similar materials of BPP and the Seller Entities to the extent primarily relating to the Business, the Transferred Assets, the BPP Retained Assets, the Assumed Liabilities or the BPP Agreed Liabilities, in each case, whether or not in electronic form.

"Domestic Transferring Employee" means any Transferring Employee who is not a Foreign Employee.

"Employee" means any BPP Employee, Pulp HQ Employee, LRFP Employee, OAR Employee, or Foreign Employee.

"Employee Benefit Plans" shall have the meaning set forth in Section 5.13(a).

"Employment-related Obligations" means all Liabilities arising from the employment relationship, except for any Labor-related Obligations. Without limiting the generality of the foregoing, "Employment-related Obligations" includes compensation for services (including wages, salaries, vacation pay, paid time off, bonuses, gainsharing and related employment and withholding taxes); benefits under any retirement, health and welfare or similar benefit plan or arrangement (including any benefit plans subject to ERISA or similar Law); contributions (whether required or voluntary) to any retirement, health and welfare, or similar plan or arrangement; workers' compensation or similar benefits and payments on account of occupational illnesses and injuries; any information and consultation obligations with respect to the Foreign Employees imposed under Law regarding the transfer of the Business; and claims arising out of any individual's employment or the separation of any individual's employment (including any severance pay, severance benefits and notice under Law).

"Environmental Cap" shall have the meaning set forth in Section 10.3(b)(iii).

"Environmental Costs and Liabilities" means all Liabilities, Losses, and Remedial Actions incurred as a result of any claim or demand by any Third Person or arising or imposed under any Environmental Law (including in response to any violation of Environmental Law), to the extent any of the above (A) are based upon, relate to or arise under or pursuant to any Environmental Law, Environmental Permit, Order, or, with the prior consent of Seller and Purchaser, voluntary cleanup agreement or similar agreement with a Governmental Body, or agreement between the Parties, and (B) relate to a violation of Environmental Law or a Release or threatened Release of Hazardous Materials legally requiring Remedial Action under any Environmental Law, Environmental Permit, or Order. Notwithstanding the foregoing, Environmental Costs and Liabilities shall not include any Extraordinary Environmental

Damages, except to the extent such Extraordinary Environmental Damages result from Environmental Costs and Liabilities awarded and paid to a Third Person, Transferring Employee or any other employee hired by Purchaser, BPP or a Designated Affiliate of Purchaser after the Closing arising from a Legal Proceeding (or with the consent of the indemnifying party, settlement thereof), brought or threatened against a Purchaser Indemnified Party or a Seller Indemnified Party.

"Environmental Deductible" shall have the meaning set forth in Section 10.3(b)(iii).

"Environmental Law" means any applicable federal, state or local law, statute, regulation, ordinance, rule of common law or other legal requirement in effect as of the Closing Date in any way relating to the protection of human health and the environment or natural resources, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Oil Pollution Control Act of 1990 (33 U.S.C. § 2701 et seq.), the Clean Air Act (42 U.S.C. § 7401 etseq.) the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), and the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), as each has been amended and the regulations promulgated pursuant thereto as of the Closing Date, but specifically excluding any Health and Safety Requirements.

"Environmental Permit" means any Permit required by Environmental Laws.

"ERISA" means the Employment Retirement Income Security Act of 1974, as amended.

"ERISA Affiliate" means any trade or business (whether or not incorporated) which is under common control, or which is or has ever been treated as a single employer with the Seller Entities or BPP under Section 414(b), (c), (m) or (o) of the Code.

"Excluded Assets" shall have the meaning set forth in Section 2.2.

"Excluded Contracts" shall have the meaning set forth in Section 2.2(b)(i).

"Excluded Damages" means (i) punitive, treble and exemplary damages, and (ii) consequential and special damages, including business interruption damages.

"Excluded HR Liabilities" means all Liabilities stemming from (i) all Employment-related Obligations arising or accruing prior to the Applicable Time with respect to the Pulp HQ Employees, LRFP Employees, OAR Employees and Foreign Employees, (ii) all Employment-related Obligations, whenever arising or accrued, with respect to any Pulp HQ Employees, LRFP Employees, OAR Employees or Foreign Employees who do not become Transferring Employees, (iii) all Employment-related Obligations, whenever arising or accrued, with respect to any Former Pulp HQ Employees, Former LRFP Employees, Former OAR Employees or Former Foreign Employees and (iv) any claim by or on behalf of any current or former Pulp HQ, LRFP, OAR or Foreign Employee (whether or not any such Employee is a Transferring Employee) for retiree medical benefits under a Seller Welfare Plan.

"Excluded Liabilities" shall have the meaning set forth in Section 2.4.

"Existing Surveys" shall mean (i) that certain survey prepared by Atlantic Survey Professionals bearing a Date of Plat of February 12, 2004, for the Brunswick Pulp and Paper Mill, as revised or updated on February 20, 2004 and
(ii) that certain survey prepared by Flynt & Associates dated February 12, 2004 for the Leaf River Pulp Mill, as revised or updated on February 20, 2004.

"Existing Title Commitments" shall mean (i) that certain (Fee Simple Tract) Chicago Title Insurance Company Title Commitment No.: 26227-FEE bearing an effective date of January 5, 2004 and that certain (Leasehold Tract) Chicago Title Insurance Company Title Commitment No.: 26227-LH bearing an effective date of December 23, 2003 for the Leaf River Pulp Mill, (ii) that certain Chicago Title Insurance Company Title Commitment No.: 2-15346 bearing an effective date of December 19, 2003 for the Brunswick Pulp & Paper Mill and (iii) that certain Chicago Title Insurance Company Title Commitment No.: 26227-RR bearing an effective date of December 23, 2003 for the Old Augusta Railroad (together with any amendment, revisions or updates of same delivered to Purchaser through the date of signing).

"Expenses" means any and all fees, disbursements and expenses, including any fees, disbursements and expenses of counsel, experts and consultants, but excluding Taxes.

"Extended Survival Representations" shall have the meaning set forth in Section 10.1(e).

"Extraordinary Damages" means Excluded Damages, interest and any Expenses that
(i) were unreasonably incurred or are unreasonable in amount or (ii) constitute internal costs for salaries, overhead or other similar items.

"Extraordinary Environmental Damages" means Extraordinary Damages, amounts paid to third party environmental or technical consultants for oversight of any Remedial Action that is being conducted by the other party, or any clean-up activity or other similar undertaking not required by Law.

"Final Working Capital" shall have the meaning set forth in Section 3.3(g).

"Financial Statements" shall have the meaning set forth in Section 5.4(a).

"FIRPTA Affidavit" shall have the meaning set forth in Section 4.5(a)(ii).

"Fixed Rate Bond Documents" means, collectively, the Fixed Rate Bonds, the Fixed Rate Bond Indenture, the Fixed Rate Bond Lease, the Fixed Rate Bond Guaranty and each of the other documents, agreements and instruments more particularly described on Schedule 1.1(c).

"Fixed Rate Bond Guaranty" means that certain Guaranty Agreement, dated as of March 1, 1999, from Seller in favor of the Fixed Rate Bond Trustee, pursuant to which Seller has guaranteed the payment in full of the Fixed Rate Bonds.

"Fixed Rate Bond Indenture" means that certain Trust Indenture, dated as of March 1, 1999, by and between Perry County and the Fixed Rate Bond Trustee.

"Fixed Rate Bond Lease" means that certain Consolidated, Amended and Restated Lease Agreement, dated as of March 1, 1999, by and between LRFP and Perry County for the lease of certain pollution control facilities located at the Leaf River Pulp Mill, which consolidates, amends and restates that certain Lease Agreement, dated as of May 1, 1989, which superseded that certain Lease Agreement, dated as of October 1, 1982, upon termination of such Lease Agreement pursuant to that certain Lease Termination Agreement, dated May 24, 1989.

"Fixed Rate Bond Trustee" means The Bank of New York, as trustee under the Fixed Rate Bond Indenture.

"Fixed Rate Bonds" means the $23,600,000 Perry County, Mississippi 5.20% Pollution Control Refunding Revenue Bonds (Leaf River Forest Products, Inc. Project), Series 1999, issued by Perry County pursuant to the Fixed Rate Bond Indenture.

"Foreign Employee" means an individual who, as of the date of this Agreement, is or, between the date of this Agreement and the Applicable Time, becomes employed by GPHK or GPGmbH primarily with respect to the Business.

"Foreign Transferring Employee" means any Foreign Employee who becomes employed by Purchaser, or an ERISA Affiliate of Purchaser, as of the Applicable Time.

"Former BPP Employee" means an individual employed by BPP whose employment with BPP was terminated prior to the date of this Agreement, excluding any BPP Excluded Employee.

"Former Foreign Employee" means an individual employed by GPHK or GPGmbH primarily with respect to the Business whose employment with GPHK or GPGmbH, as the case may be, was terminated prior to the date of this Agreement.

"Former LRFP Employee" means an individual employed by LRFP whose employment with LRFP was terminated prior to the date of this Agreement.

"Former OAR Employee" means an individual employed by OAR whose employment with OAR was terminated prior to the date of this Agreement.

"Former Pulp HQ Employee" means an individual employed by any Seller Entity or BPP primarily with respect to the Business at Seller's Atlanta headquarters and whose employment with Seller or BPP was terminated prior to the date of this Agreement.

"GAAP" means generally accepted accounting principles in the United States.

"Gainshare Plan" means collectively, the Brunswick Gainshare Plan and the 2004 Leaf River Pulp Operation Gainshare Plan.

"General Deductible" shall have the meaning set forth in Section 10.5(a)(i)(A).

"General Survival Representations" shall have the meaning set forth in Section 10.1(f).

"Global Deductible" shall have the meaning set forth in Section 10.5(a).

"GNN" means Great Northern Nekoosa Corporation, a Maine corporation.

"Governmental Body" means any government or governmental or regulatory body thereof, or political subdivision thereof, whether foreign, federal, state, or local, or any agency, instrumentality or authority thereof, or any court or any arbitrator (public or private) in a binding arbitration.

"GP Corporate Services and Assets" means those categories of corporate and divisional level services provided prior to the Applicable Time with respect to the Business by Seller and its Affiliates (other than BPP) set forth in Schedule 1.1(d) hereto, and the assets and properties primarily used to provide such services to the extent not located at the Brunswick Pulp & Paper Mill or the Leaf River Pulp Mill.

"GP Marks" shall have the meaning set forth in Section 2.2(b)(xii).

"GPGmbH" shall have the meaning set forth in the Preamble.

"GPHK" shall have the meaning set forth in the Preamble.

"Hazardous Material" means any substance, material or waste that is listed, regulated or subject to remediation under or pursuant to any Environmental Law, as "hazardous," "toxic," "radioactive," or words of similar meaning or effect, including petroleum and petroleum products.

"Health and Safety Requirements" means all Laws, Orders, and any other obligations under Permits, in effect as of the Closing Date, that relate to or regulate the protection of occupational health and/or safety, the provision of a healthy and safe work environment, and/or workplace health and safety hazards, including the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), analogous state statutes and the regulations promulgated pursuant thereto as of the Closing Date, but specifically excluding any Environmental Laws.

"HIPAA" shall have the meaning set forth in Section 5.13(q).

"Hourly 401(k) Plan" means the Georgia-Pacific Corporation Hourly 401(k) Plan, and any amendments thereto.

"Hourly Retirement Plan" means the Georgia-Pacific Corporation Pension Plan for Hourly-Rated Employees, and any amendments thereto.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

"IDB Documents" means, collectively, the IDBs, the IDB Indenture, the Leaf River Mill Lease, the IDB Guaranty and each of the other documents, agreements and instruments more particularly described on Schedule 1.1(e).

"IDB Guaranty" means that certain Guaranty Agreement, dated as of October 1, 1982, from GNN in favor of the IDB Trustee, pursuant to which GNN has guaranteed the payment in full of the IDBs.

"IDB Indenture" means that certain Trust Indenture, dated as of October 1, 1982, by and between Perry County and the IDB Trustee.

"IDB Trustee" means The Bank of New York, as successor in interest to Deposit Guaranty National Bank, as trustee, under the IDB Indenture.

"IDBs" means the Perry County, Mississippi Industrial Development Revenue Bonds, Series 1982 (Leaf River Forest Products, Inc. Project), issued by Perry County in the original aggregate principal amount of $475,000,000 pursuant to the IDB Indenture, of which $474,008,000 are currently outstanding.

"Incentive Plan" means the Brunswick Commercial Services Incentive Plan.

"Included Third Party Licensed Software" shall have the meaning set forth in
Section 7.3(b)(i).

"Included Third Party Licensed Software Contracts" shall mean Contracts that grant licenses or other rights to Included Third Party Licensed Software.

"Indebtedness" means, without duplication, (i) the principal and interest of and premium (if any) in respect of (A) indebtedness for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (ii) all obligations issued or assumed as the deferred purchase price of property, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable and other accrued current liabilities arising in the Ordinary Course of Business); (iii) all obligations under leases required to be capitalized in accordance with GAAP; (iv) all obligations for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction; (v) the liquidation value of all redeemable preferred stock; (vi) all obligations of the type referred to in clauses (i) through (v) the payment of which is a direct or indirect obligation, guaranty, surety or otherwise, including guarantees of such obligations and
(vii) all obligations of the type referred to in clauses (i) through (vi) of other Persons that are secured by any Lien any property or asset (whether or not such obligation is assumed).

"Indemnification Claim" shall have the meaning set forth in Section 10.4(a).

"Intellectual Property" means all intellectual property rights arising from or in respect of the following, whether protected, created or arising under any Law, including: (i) all patents and applications therefor, including continuations, divisionals, continuations-in-part, or reissues of patent applications and patents issuing thereon (collectively, "Patents"), (ii) all

trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, internet domain names (excluding internet protocol addresses) and corporate names, together with the goodwill associated with any of the foregoing, and all applications, registrations and renewals thereof, (collectively, "Marks"), (iii) copyrights and registrations and applications therefor, works of authorship and mask work rights (collectively, "Copyrights") and (iv) confidential discoveries, concepts, ideas, research and development, know-how, formulae, algorithms, programs, tools, materials, apparatus, inventions, improvements, compositions, manufacturing and production processes and techniques, methods, technical data, procedures, designs, drawings, specifications, databases, analyses and other similar proprietary and confidential information, including customer lists, supplier lists, pricing and cost information, and business and marketing plans and proposals, in each case excluding any rights in respect of any of the foregoing that comprise or are protected by Copyrights, Marks or Patents (collectively, "Trade Secrets"). Notwithstanding the foregoing, Business Data, Software, Computer Hardware and any and all Patent, Copyright, Mark, and Trade Secret rights in the Business Data, Software are specifically excluded from this definition of Intellectual Property and are governed by their respective definitions and applicable provisions in this Agreement, the IT Support Services Agreement and the Software License Agreement.

"Intellectual Property License" means any grant to a Person of any right to use any Intellectual Property.

"Inventory" means any inventory, raw materials, work in process, finished goods, supplies, spare parts identified on Schedule 3.3(a) and other inventories.

"IRS" means the Internal Revenue Service.

"IT Support Services Agreement" means the IT Support Services Agreement in substantially the form of Exhibit F hereto.

"Knowledge of Seller" means the knowledge, after due inquiry, of the individuals set forth on Schedule 1.1(f) for the matters set forth opposite their names thereon.

"KPMG" shall have the meaning set forth in Section 3.3(e).

"Labor Law" means the following, the National Labor Relations Act, 29 U.S.C. § 151 et seq.; the Labor Management Relations Act, 1947, 29 U.S.C. § 141 et seq.; and the Railway Labor Act, 45 U.S.C. § 151 et seq.

"Labor-related Obligations" means all Liabilities arising under the Labor Laws or with respect to the Collective Bargaining Agreement. Without limiting the generality of the foregoing, "Labor-related Obligations" includes compensation for services (including wages, vacation pay, paid time off, bonuses, gainsharing and related employment and withholding taxes) with respect to the Collective Bargaining Agreement or Labor Law; benefits under any retirement, health and welfare, or similar benefit plan or arrangement (including any benefit plans subject to ERISA) with respect to the Collective Bargaining Agreement or Labor Law; contributions (whether required or voluntary) to any retirement, health and welfare, or similar plan or arrangement with respect to the Collective Bargaining Agreement or Labor Law; claims arising out of any separation of any bargaining unit individual's employment (including any severance pay, severance benefits and notice under Law); and claims with respect to the Collective Bargaining Agreement or Labor Law.

"Law" means any applicable foreign, federal, state or local law (including common law), statute, code, ordinance, rule, regulation or other similar requirement.

"L/C Bank Documents" shall have the meaning set forth in Section 7.22(f).

"Leaf River Leases" means (i) the Leaf River Mill Lease and (ii) the Leaf River Pollution Control Facilities Lease.

"Leaf River Mill Lease" means that certain Lease Agreement, dated as of October 1, 1982, by and between LRFP and Perry County for the lease of certain land, buildings, improvements, machinery and equipment located at the Leaf River Pulp Mill.

"Leaf River Mill Leasehold Property" means that certain real property described in that certain (Leasehold Tract) Chicago Title Insurance Company Title Commitment No.: 26227-LH bearing an effective date of December 23, 2003 and in Exhibit "A" to the Leaf River Mill Lease.

"Leaf River Pollution Control Facilities Lease" means that certain Lease Agreement, dated as of September 15, 1982, by and between LRFP and Perry County, as supplemented and amended by Amendment to Lease Agreement, dated April 4, 1983, the First Amendment to Lease Agreement, dated as of August 15, 1992, and the Second Amendment to Lease Agreement, dated as of February 1, 2002, for the lease of certain pollution control facilities located at the Leaf River Pulp Mill for the disposal of solid waste and the abatement or control of industrial pollution.

"Leaf River Pulp Mill" means the Leaf River pulp mill located at Buck Creek Road, New Augusta, (Perry County), Mississippi 39462, generally shown on the Survey performed by Flynt & Associates dated October 30, 2001 and generally described in that certain (Fee Simple Tract) Chicago Title Insurance Company Title Commitment No.: 26227-FEE bearing an effective date of January 5, 2004 and that certain (Leasehold Tract) Chicago Title Insurance Company Title Commitment No.: 26227-LH bearing an effective date of December 23, 2003, as further described on Schedule 5.9(a) (specifically excluding therefrom the LR Sawmill and the Regional Wood Procurement Yard.)

"Legal Proceeding" means any judicial, administrative or arbitral action, suit, proceeding (public or private) or any other claim or proceeding by or before a Governmental Body.

"Legitimate Business Purpose" means work performed (i) to maintain or achieve compliance with Environmental Law or Permit; (ii) to respond to a Release; (iii) to minimize risk of offsite exposure from a Release; (iv) in response to threatened or actual enforcement action, investigation, proceeding, or claim by a Governmental Body or other Third Person; (v) as required by a financial institution in connection with a good faith effort to obtain financing of at least fifty million dollars ($50,000,000); or (vi) to reasonably maintain, improve, expand, remove or replace equipment, utilities, buildings or other improvements on the Properties.

"Lemelson Patent Sublicense Agreement" means the Lemelson Patent Sublicense Agreement in substantially the form of Exhibit G.

"Liability" means any Indebtedness, claim, demand, charge, responsibility, liability or obligation, whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise.

"Lien" means any lien, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, servitude, proxy, voting trust or agreement, or transfer restriction under any shareholder or similar agreement, exception or any other similar restriction or limitation.

"Limited Warranty Deed" means the special warranty deed, in substantially the form of Exhibit H.

"Losses" means any and all damages (including, if applicable, natural resource damages and Extraordinary Damages), losses (including, if available as damages for breach of contract, any loss of or diminution in value of any asset), penalties (including Criminal Penalties), Expenses and Orders (or any settlements in lieu thereof) suffered or incurred by a Purchaser Indemnified Party or a Seller Indemnified Party.

"LRCT" shall have the meaning set forth in the Preamble.

"LRFP" shall have the meaning set forth in the Preamble.

"LRFP Employee" means an individual who, as of the date of this Agreement, is or, between the date of this Agreement and the Applicable Time, becomes employed primarily with respect to the Leaf River Pulp Mill, whether salaried or hourly.

"LRFP Transferring Employee" means any LRFP Employee who becomes employed by Purchaser, or an ERISA Affiliate of Purchaser, as of the Applicable Time.

"LR Sawmill" means that certain saw mill owned by LRFP, consisting of approximately 72 acres as shown on that certain Survey prepared by Flynt & Associates PLLC, dated October 16, 2001, as marked by the surveyor on February 12, 2004, labeled as Parcel "A" and Parcel "B".

"LTAP" means the Georgia-Pacific Corporation Long Term Appreciation Plan, and any amendments thereto.

"LTD Plan" means the Georgia-Pacific Corporation Life Choices Plus Long-Term Disability Plan.

"LTIP" means the Georgia-Pacific Corporation Long-Term Incentive Plan, and any amendments thereto.

"Maintenance Agreements" shall have the meaning set forth in Section 7.3(b)(iv).

"Market Pulp" means (i) fluff pulp and (ii) Southern hardwood pulp and Southern softwood pulp that is dried and baled for sale to third parties.

"Marks" shall have the meaning set forth in the definition of Intellectual Property in this Section 1.1.

"Material Adverse Effect" means any change, effect, event, occurrence or state of facts that has or would reasonably be expected to have or result in a material and adverse effect on (a) the business, assets, properties, operations, results of operations or condition (financial or otherwise) of the Business; provided, however, that any adverse change resulting solely from (i) conditions affecting the United States or any foreign economy generally that do not disproportionately affect the Business or (ii) price fluctuations in Market Pulp, shall not be taken into account in determining whether there has been or would be a "Material Adverse Effect;" or (b) the ability of the Seller Entities or BPP to consummate the transactions contemplated by this Agreement or the Seller Documents or perform their obligations under this Agreement or the Seller Documents.

"McCormick Sawmill" means that certain saw mill owned by Seller and BPP located in McCormick, South Carolina.

"Mills" shall have the meaning set forth in Section 5.9(f).

"Miscellaneous Deductible" shall have the meaning set forth in Section 10.5(a)(i)(C).

"Miscellaneous Extended Representations" shall have the meaning set forth in
Section 10.1(e).

"Mobile Equipment" means equipment that is self-propelled or that can be towed on its own wheels, tracks and skids and currently used or currently held for use in the Business, a complete and accurate list of which, as of December 31, 2003, is set forth on Schedule 1.1(g).

"Monitoring Committee" shall have the meaning set forth in Section 7.10(d)(vi).

"Multiemployer Plans" shall have the meaning set forth in Section 5.13(a).

"Multi-Mill Contracts" means the contracts set forth on Schedule 1.1(h).

"Multiple Employer Plans" shall have the meaning set forth in Section 5.13(a).

"Net Working Capital" shall have the meaning set forth in Section 3.3(a).

"Non-Assignable Assets" shall have the meaning set forth in Section 2.5(b).

"Non-Solicitation Obligation" shall have the meaning set forth in Section 7.7(b).

"Non-Voting Common Stock" shall have the meaning set forth in Section 5.1(c).

"OAR" shall have the meaning set forth in the Preamble.

"OAR Employee" means an individual who, as of the date of this Agreement, is or, between the date of this Agreement and the Applicable Time, becomes employed by OAR, whether salaried or hourly.

"OAR Transferring Employee" means any OAR Employee who becomes employed by Purchaser, or an ERISA Affiliate of Purchaser, as of the Applicable Time.

"Offering Materials" shall have the meaning set forth in Section 7.1(b).

"Offerings" shall have the meaning set forth in Section 7.1(b).

"Offshore Purchase Agreements" shall have the meaning set forth in Section 7.5(b).

"Old Augusta Railroad" means that certain short-line railroad connecting the Leaf River Pulp Mill, the LR Sawmill and the Canadian National Railway line.

"Order" means any order, injunction, sanction, assessment, award, judgment, decree (including any consent decree or agreement with a Governmental Body), ruling, writ, or arbitration award of a Governmental Body.

"Ordinary Course of Business" means the ordinary and usual course of normal day-to-day operations of the Business through the date hereof consistent with past practice.

"Outside Date" shall have the meaning set forth in Section 4.2(a).

"Owned Property" shall have the meaning set forth in Section 5.9(a).

"Parent" means the Affiliate of Purchaser providing the Parent Side Agreement.

"Parent Side Agreement" means the Parent Side Agreement executed with this Agreement by Parent respecting the performance of Purchaser's obligations hereunder from the date hereof through and including the Applicable Time.

"Patents" shall have the meaning set forth in the definition of Intellectual Property in this Section 1.1.

"PBGC" shall have the meaning set forth in Section 5.13(e).

"PCRR Bond Documents" means, collectively, the PCRR Bonds, the PCRR Bond Indenture, the Leaf River Pollution Control Facilities Lease and each of the other documents, agreements and instruments more particularly described on Schedule 1.1(i).

"PCRR Bond Indenture" means that certain Trust Indenture, dated as of February 1, 2002, by and between Perry County and the PCRR Trustee.

"PCRR Bonds" means the $73,000,000 Perry County, Mississippi Pollution Control Refunding Revenue Bonds (Leaf River Forest Products, Inc. Project), Series 2002, issued by Perry County pursuant to the PCRR Bond Indenture.

"PCRR Trustee" means SunTrust Bank, as trustee under the PCRR Bond Indenture.

"Pearson Sawmill" means that certain saw mill owned by BPP and Seller located in Pearson, Georgia.

"Permits" means any approvals, authorizations, consents, licenses, permits, registrations, exemptions, orders, restrictions, certifications, certificates of occupancy and approvals or other similar authorizations issued by a Governmental Body.

"Permitted Exceptions" means (i) all defects, exceptions, restrictions, easements, rights of way, encumbrances, encroachments and other matters affecting the Owned Properties or Leaf River Mill Leasehold Property and disclosed in the Title Commitments and the Surveys, (ii) statutory liens for current Taxes, assessments or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings identified on Schedule 5.15(a) or Schedule 5.15(b), (iii) zoning, entitlement and other land use and environmental regulations by any Governmental Body (iv) mechanics', carriers', workmen's, repairmen's and other like Liens arising or incurred in the Ordinary Course of Business, (v) Liens arising under conditional sales contracts or as purchase money security interests for the purchase or lease of personal property that are incurred in the Ordinary Course of Business, (vi) such other imperfections in title, charges, easements, restrictions, encumbrances and encroachments which do not materially detract from the value of or materially interfere with the present use of any Property subject thereto or affected thereby and (vii) any Bond Related Lien.

"Perpetual Representations" shall have the meaning set forth in Section 10.1(a).

"Perry County" means Perry County, Mississippi.

"Person" means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity.

"Personal Property Leases" shall have the meaning set forth in Section 5.10(b).

"Petty Cash" shall have the meaning set forth in Section 2.1(b)(x).

"Phase II Assessment" shall have the meaning set forth in Section 7.10(a).

"Phase II Environmental Consultant" shall have the meaning set forth in Section 7.10(b)(i).

"PILOT Agreement" shall have the meaning set forth in Section 5.26(r).

"Power of Attorney" means the power of attorney, substantially in the form of Exhibit I hereto.

"PP&E" means property, plant, equipment and other tangible personal property, including furniture, fixtures, furnishings, telecommunications equipment, fixed machinery, equipment storage tanks and leasehold improvements, but excluding any Inventory and any Computer Hardware. With respect to any PP&E included in the Transferred Assets or the BPP Retained Assets, such items shall be deemed to include Mobile Equipment and Spare Parts.

"Pre-Closing Bond Liabilities" means all Liabilities arising out of, based upon or related to the failure of any Seller Entity to observe, perform, satisfy and/or comply in all respects with all of the terms, covenants, provisions, conditions and obligations required to be observed, performed, satisfied and/or complied with by such Seller Entity under any of the IDB Documents or the PCRR Bond Documents, at any time on or prior to the Closing Date.

"Pre-Closing Business Deductible" shall have the meaning set forth in Section 10.5(a)(ii).

"Pre-Closing Product Liabilities" means all Liabilities arising out of or otherwise related to the products manufactured, shipped, or sold and/or services performed by Seller or its Affiliates (other than BPP) prior to the Applicable Time (including claims of negligence, personal injury, product damage, product liability, product warranties, design defect, strict liability, or any other claims relating to or arising out of products manufactured, shipped or sold prior to the Applicable Time), whether such Liability relates to or arises out of accidents, injuries, Liabilities or Losses occurring prior to or after the Applicable Time, but excluding any Transferred Contract Warranty Losses and excluding any of the foregoing occurring after the Applicable Time to the extent resulting from the negligence or willful misconduct of Purchaser or its Affiliates after the Applicable Time.

"Pre-Closing Side Agreement" means the side letter being executed contemporaneously with this Agreement by Purchaser and Seller regarding certain pre-Closing matters.

"Prior Month" shall have the meaning set forth in Section 3.3(a).

"Prior Month Statement" shall have the meaning set forth in Section 3.3(a).

"Prior Month Working Capital" shall have the meaning set forth in Section 3.3(a).

"Product Warranty Deductible" shall have the meaning set forth in Section 10.5(a)(iii).

"Property" shall have the meaning set forth in Section 5.9(a).

"Pulp HQ Employee" means an individual who, as of the date of this Agreement, is or, between the date of this Agreement and the Applicable Time, becomes employed by any Seller Entity or BPP primarily with respect to the Business at Seller's Atlanta headquarters.

"Pulp HQ Transferring Employee" means any Pulp HQ Employee who becomes employed by Purchaser or is retained by BPP, or an ERISA Affiliate of Purchaser, as of the Applicable Time.

"Pulp Supply Agreement" means the Pulp Supply Agreement, in substantially the form attached hereto as Exhibit J.

"Purchase Price" means the Unadjusted Purchase Price, as adjusted pursuant to
Section 3.3.

"Purchaser" shall have the meaning set forth in the Preamble, and, if applicable, shall include any Designated Affiliate(s) of Purchaser.

"Purchaser Confidential Information" shall have the meaning set forth in Section 7.7(e).

"Purchaser Documents" shall have the meaning set forth in Section 6.2(a).

"Purchaser Indemnified Parties" shall have the meaning set forth in Section 10.2(a).

"Purchaser Welfare Plans" shall have the meaning set forth in Section 8.15(a).

"Purchaser's Continuing Environmental Issue Allocation" means (i) zero percent for Continuing Environmental Issues about which Purchaser provides notice to Seller, on or before the date that is eighteen (18) months after the Closing Date; (ii) except as set forth in clause (i), twenty five percent (25%) for Continuing Environmental Issues about which Purchaser provides notice to Seller, on or before the date that is thirty-six (36) months after the Closing Date;
(iii) except as set forth in clauses (i)-(ii), fifty percent (50%) for Continuing Environmental Issues about which Purchaser provides notice to Seller, on or before the date that is forty-eight (48) months after the Closing Date;
(iv) except as set forth in clauses (i)-(iii), seventy five percent (75%) for Continuing Environmental Issues about which Purchaser provides notice to Seller, on or before the date that is sixty (60) months after the Closing Date; and (v) except as set forth in clauses (i)-(iv), one hundred percent (100%) for Continuing Environmental Issues for which Purchaser does not provide notice to Seller on or before the date that is sixty (60) months after the Closing Date.

"Qualified Plans" shall have the meaning set forth in Section 5.13(c).

"Railroad Services Agreement" means the Railroad Services Agreement, in substantially the form of Exhibit K hereto.

"Real Property Lease" shall have the meaning set forth in Section 5.9(a).

"Real Property Title Representation" shall have the meaning set forth in Section 10.1(b).

"Reference Date" shall have the meaning set forth in Section 3.3(a)

"Reference Statement" shall have the meaning set forth in Section 3.3(a).

"Refunded Bonds" shall have the meaning set forth in Section 7.22(e).

"Regional Wood Procurement Yard" means that certain wood procurement yard consisting of approximately 721.86 acres located at the Leaf River Pulp Mill and being known as the "Procurement Area" on that certain Survey prepared by Flynt & Associates, PLLC bearing a date of February 20, 2004.

"Release" means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, migration or leaching into the environment.

"Remedial Action" means all actions to (i) clean up, remove, treat or in any other way address any Hazardous Material, (ii) prevent the Release of any Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the environment, (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care or (iv) correct a condition of noncompliance with Environmental Laws.

"Representation Deductibles" shall have the meaning set forth in Section 10.5(a)(i)(C).

"Representations Schedules" shall have the meaning set forth in Section 7.21.

"Representatives" means any director, officer, employee, agent or other representative of a Person.

"Required Consents" means the consents and approvals required under the Contracts set forth on Schedule 1.1(j) for the consummation of the transactions contemplated by this Agreement.

"Restricted Business" shall have the meaning set forth in Section 7.7(a)(i).

"Restricted Period" shall have the meaning set forth in Section 7.7(a)(i).

"Salaried 401(k) Plan" means the Georgia-Pacific Corporation Salaried 401(k) Plan, and any amendments thereto.

"Salaried Pension Plan" means the Georgia-Pacific Corporation Salaried Pension Plan, and any amendments thereto.

"Scheduled Matters" means any of the matters set forth on Part A of Schedule 5.14(d), Part A of Schedule 5.15(a) and Part A of Schedule 5.15(b), but shall not include any matters on such schedules relating to BPP Retained Contract Warranty Losses, Transferred Contract Warranty Losses, Taxes or Environmental Costs and Liabilities or other environmental matters.

"Securities Act" shall have the meaning set forth in Section 5.1(c).

"Seller" shall have the meaning set forth in the Preamble.

"Seller Arrangements" shall have the meaning set forth in Section 8.7.

"Seller Confidential Information" shall have the meaning set forth in Section 7.7(f).

"Seller Documents" shall have the meaning set forth in Section 5.2.

"Seller Entities" means Seller and the Seller Subs.

"Seller Foreign Insurance Benefits" shall have the meaning set forth in Section 8.15(b).

"Seller Indemnified Parties" shall have the meaning set forth in Section 10.2(b).

"Seller Owned Software" means any and all Software owned by Seller.

"Seller Remedial Actions" shall have the meaning set forth in Section 7.10(d)(i).

"Seller Services Agreements" means the IT Support Services Agreement, the Services and Supply Agreement and Software License Agreement.

"Seller Subs" means LRFP, OAR, GPHK, GPGmbH and LRCT.

"Seller Welfare Plans" shall have the meaning set forth in Section 8.15(a).

"Seller's Continuing Environmental Issue Allocation" means (i) one hundred percent (100%) for Continuing Environmental Issues about which Purchaser provides notice to Seller, on or before the date that is eighteen (18) months after the Closing Date; (ii) except as set forth in clause (i), seventy five percent (75%) for Continuing Environmental Issues which Purchaser provides notice to Seller, on or before the date that is thirty-six (36) months after the Closing Date; (iii) except as set forth in clauses (i)-(ii), fifty percent (50%) for Continuing Environmental Issues about which Purchaser provides notice to Seller, on or before the date that is forty-eight (48) months after the Closing Date; (iv) except as set forth in clauses (i)-(iii), twenty five percent (25%) for Continuing Environmental Issues about which Purchaser provides notice to Seller, on or before the date that is sixty (60) months after the Closing Date; and (v) except as set forth in clauses (i)-(iv), zero percent for Continuing Environmental Issues for which Purchaser does not provide notice to Seller on or before the date that is sixty (60) months after the Closing Date.

"Services and Supply Agreement" means the services and supply agreement, in substantially the form of Exhibit L hereto.

"Severance Plan" means the Georgia-Pacific Corporation 1999 Severance Pay Plan for Salaried Employees and any amendments thereto.

"Shutdown Adjustment Amount" shall have the meaning set forth in Section 3.3(h)(i).

"Shutdown Estimate" shall have the meaning set forth in Section 3.3(h)(i).

"Site Services Agreement" means the site services agreement, in substantially the form of Exhibit M hereto.

"Software" means any and all (i) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons, (iv) documentation including user manuals and other training documentation related to any of the foregoing and (v) all components thereto.

"Software License Agreement" means the Software License Agreement in substantially the form of Exhibit N hereto.

"Solaia Patent Sublicense Agreement" means the Solaia Patent Sublicense Agreement in substantially the form of Exhibit O.

"Spare Parts" means spare parts of the type that have been historically owned and maintained by the Business at the Mills, and the Specified Spare Parts.

"Specified Spare Parts" shall have the meaning set forth in Section 7.23.

"Spoils Area" means the diked area north of the aeration and settlement basin and west of the Altamaha Canal at the Brunswick Pulp & Paper Mill where spoils removed from the aeration and settlement basin have been deposited.

"Statute of Limitations Representations" shall have the meaning set forth in
Section 10.1(c).

"Sterling Sawmill" means that certain saw mill owned by Seller located in Sterling, Georgia.

"STIP" means the Georgia-Pacific Corporation Short Term Incentive Plan, effective January 1, 2003, and any amendments thereto.

"Straddle Period" shall have the meaning set forth in Section 11.3(a).

"Supplemental Plan" means the Georgia-Pacific Corporation Supplemental Retirement Plan for Non-Officers.

"Survey" shall have the meaning set forth in Section 7.16(a)(ii).

"Survival Period" shall have the meaning set forth in Section 10.1.

"SVIP" means the Georgia-Pacific Corporation Shareholder Value Incentive Plan, amended and restated effective December 16, 1997, and any amendments thereto.

"T Street Landfill" means that certain landfill, compost area and buffer commonly referred to as the "T Street Landfill" consisting of approximately one hundred and eighty five (185) acres at the Brunswick Pulp & Paper Mill, the location of which is generally shown as "Tract 2" on that certain Plat and Survey bearing a date of February 12, 2004 prepared by Atlantic Survey Professionals.

"Target Shutdown Accrual Amount" shall have the meaning set forth in Section 3.3(h)(i).

"Target Working Capital" shall have the meaning set forth in Section 3.3(b).

"Tax Claim" shall have the meaning set forth in Section 11.4(a).

"Tax Clearance Certificate" shall have the meaning set forth in Section 11.12.

"Tax Return" means any return, report or statement required to be filed with respect to any Tax (including any attachments thereto, and any amendment thereof) including any information return, claim for refund, amended return or declaration of estimated Tax, and including, where permitted or required, combined, consolidated or unitary returns for any group of entities that includes any of the Seller Entities, BPP or any of their Affiliates.

"Taxes" means (i) any and all federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever, (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by any Taxing Authority in connection with any item described in clause (i), and (iii) any Liability in respect of any items described in clauses
(i) and/or (ii) payable by reason of contract, assumption, transferee liability, operation of law, Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under Law) or otherwise.

"Taxing Authority" means the IRS and any other Governmental Body responsible for the administration of any Tax.

"Third Party Licensed Software" means any and all Software owned by a third party and licensed to Seller.

"Third Person" means any Person other than a Purchaser Indemnified Party or a Seller Indemnified Party.

"Title Commitment" shall have the meaning set forth in Section 7.16(a)(i).

"Title Defect" means any defect, exception, restriction, easement, right of way, encumbrance, encroachment and other matter affecting the Owned Properties or the Leaf River Mill Leasehold Property that materially detracts from the value of or materially interferes with the present use of any such Property.

"Title Insurance Policies" shall have the meaning set forth in Section 7.16(c).

"Title Insurer" shall have the meaning set forth in Section 7.16(a)(i).

"Title Review Period" shall have the meaning set forth in Section 7.16(b).

"Title/Validity Deductible" shall have the meaning set forth in Section 10.5(a)(i)(B).

"Title/Validity Representations" shall have the meaning set forth in Section 10.1(d).

"Total Consideration" shall have the meaning set forth in Section 3.1(b).

"Trade Secrets" shall have the meaning set forth in the Intellectual Property definition in this Section 1.1.

"Transferred Assets" shall have the meaning set forth in Section 2.1(b).

"Transferred Contract Warranty Losses" means any Losses in respect of any warranties or customer returns under the Transferred Contracts or under Law that relate to products manufactured, shipped or sold and/or services performed by the Seller Entities on or prior to the Applicable Time, but excluding any Losses in respect of claims for personal property damage or personal injury.

"Transferred Contracts" shall have the meaning set forth in Section 2.1(b)(vii).

"Transferred Intellectual Property" shall mean all Intellectual Property currently used or currently held for use primarily in the Business.

"Transferred Real Property" shall have the meaning set forth in Section 2.1(b)(iv).

"Transferring Employee" means any LRFP Transferring Employee, OAR Transferring Employee, Pulp HQ Transferring Employee, Foreign Transferring Employee and BPP Transferring Employee.

"Turpentine and Tall Oil Sales Agreements" means the Turpentine and Tall Oil Sales Agreements, in substantially the forms of Exhibit P hereto.

"Unadjusted Purchase Price" shall have the meaning set forth in Section 3.1(a).

"WARN" means the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.

"Welfare Plan" means any medical, dental, life insurance or other employee welfare benefit plan (as defined in ERISA section 3(1)) (including any retiree medical plan and any short-term disability plan) and any fringe benefit plan (including any pay practice).

"Wood Fiber Supply Agreement" means the Wood Fiber Supply Agreement, in substantially the form of Exhibit Q hereto.

1.2 Other Definitional and Interpretive Matters.

(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

Calculation of Time Period. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

Dollars. Any reference in this Agreement to $ shall mean U.S. dollars.

Exhibits/Schedules. The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement. Notwithstanding the foregoing, (i) no Ancillary Agreement shall be deemed effective unless and until the same is executed and delivered at the Closing and all conditions to Closing have been satisfied, (ii) the rights and remedies contained in or in respect of the Ancillary Agreements shall be in addition to, and shall not be limited by, the rights and remedies or any limitations on such rights and remedies contained in this Agreement and (iii) no party to an Ancillary Agreement shall have any rights or remedies under this Agreement for a breach of any such Ancillary Agreement; all such rights and remedies being limited to those set forth in such Ancillary Agreement.

Gender and Number. Any reference in this Agreement to gender shall include both genders, and words (including defined terms) imparting the singular number only shall include the plural and vice versa.

Headings. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any "Section" are to the corresponding Section of this Agreement unless otherwise specified.

Herein. Words such as "herein," "hereinafter," "hereof," and "hereunder" refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

Including. The word "including" or any variation thereof means "including, without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

(b) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

ARTICLE II

PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES

2.1 Purchase and Sale of the BPP Stock and the Transferred Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall (or shall cause its Designated Affiliate(s), as substitute purchaser(s) or co-purchaser(s), to), subject to Section 2.5(b), purchase, acquire and accept from the Seller Entities, and the Seller Entities shall, subject to Section 2.5(b), sell, transfer, assign, convey and deliver to Purchaser (or its Designated Affiliate(s)), (a) the BPP Stock and (b) other than any Excluded Assets, all right, title and interest of the Seller Entities, as of the Applicable Time, in and to their respective assets, properties, contractual rights, goodwill, going concern value, rights and claims of the Seller Entities that are currently used or currently held for use primarily in the Business, wherever situated and of whatever kind and nature, real or personal, tangible or intangible, whether or not reflected on the books and records of the Seller Entities, including each of the Seller Entities' right, title and interest in the following assets:

(i) all accounts receivable that relate to the Business;

(ii) all Inventory currently used or currently held for use primarily in the Business;

(iii) all deposits (including customer deposits and security deposits for rent, lease obligations, electricity, telephone or otherwise) and prepaid charges and expenses, including prepaid ad valorem Taxes, lease payments and rentals, to the extent reflected in the Final Working Capital;

(iv) all Owned Property and the leasehold interest in the real property covered by Real Property Leases where the Seller Entities are lessee (including the Leaf River Leases), together with all buildings, improvements, fixtures and other appurtenances owned by the Seller Entities thereto and rights in respect thereof (collectively, the "Transferred Real Property");

(v) all (A) PP&E currently used or currently held for use primarily in the Business and (B) all Computer Hardware currently used or currently held for use primarily in the Business and specifically listed on Schedule 2.1(b)(v)(B) and, to the extent not reflected thereon, such Computer Hardware that is physically located at either of the Mills shall be deemed to be included on such Schedule as if originally set forth therein;

(vi) all Transferred Intellectual Property;

(vii) all Contracts (including the Real Property Leases) that are currently used or currently held for use primarily in the Business, including those Contracts set forth on Schedule 2.1(b)(vii) (the "Transferred Contracts");

(viii) all Documents;

(ix) to the extent assignable, all Permits, including Environmental Permits, used in the ownership, conduct or operation of the Business;

(x) all petty cash located at all operating facilities to the extent relating to the operation of the Business and reflected on the Final Working Capital (the "Petty Cash");

(xi) all rights under any nondisclosure or confidentiality agreements with officers and directors of the Seller Entities other than those officers and directors of the Seller Entities who are also officers and directors of Seller, agents or third parties, to the extent any such rights protect Purchaser Confidential Information;

(xii) to the extent assignable, all rights under any noncompete or nonsolicitation agreements with employees, agents or third parties to the extent such agreements protect the Business (except for any rights under the noncompete and nonsolicitation provisions of the officer retirement agreement of any Pulp HQ Employee);

(xiii) all rights under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the extent relating to products sold, or services provided, to the Business; and

(xiv) the IDBs.

The assets described in this Section 2.1(b) (excluding the Excluded Assets), in each case as of the Applicable Time, except where the context requires reference to the date hereof or another specific date, are referred to herein collectively as the "Transferred Assets."

2.2 Excluded Assets. Nothing contained herein shall be deemed to sell, transfer, assign or convey the Excluded Assets to Purchaser, and the Seller Entities shall retain all right, title and interest to, in and under the Excluded Assets. "Excluded Assets" shall mean right, title and interest of Seller Entities as of the Applicable Time, except where the context requires reference to the date hereof or another specific date, in and to (a) all assets, properties, contractual rights, goodwill, going concern value, rights and claims of Seller Entities, wherever situated and of whatever kind and nature, real or personal, tangible or intangible, whether or not reflected on the books and records of the Seller Entities, that are not currently used or currently held for use primarily in the Business and (b) any of the following assets, properties or contractual rights of the Seller Entities:

(i) all Contracts set forth on Schedule 2.2(b)(i) (the "Excluded Contracts");

(ii) all assets, properties, contractual rights, goodwill, going concern value, rights and claims that primarily relate to the LR Sawmill;

(iii) all Inventory not currently used or currently held for use primarily in the Business;

(iv) all Documents to the extent (A) such items are included in, or primarily related to, the Excluded Assets or Excluded Liabilities, (B) any Law prohibits the transfer of such items, (C) such items are not primarily related to the Business, (D) such items are credit reports or analyses or (E) such items are personnel and medical files and all other employment-related records and data of LRFP Employees, OAR Employees, Pulp HQ Employees, Foreign Employees, Former LRFP Employees, Former OAR Employees, Former Pulp HQ Employees and Former Foreign Employees (except as provided in Section 8.4(b));

(v) (A) all PP&E not currently used or currently held for use primarily in the Business, (B) all PP&E, whether or not primarily related to the operation of the Business, currently located at Seller's Atlanta headquarters operation and used by any Atlanta headquarters employee employed by Seller or any Seller Affiliate and (C) all Computer Hardware not described or referred to in Section 2.1(b)(v)(B);

(vi) all cash and cash equivalents other than Petty Cash;

(vii) all rights, defenses, causes of action and claims of the Seller Entities relating to or arising out of the Excluded Assets and the Excluded Liabilities;

(viii) all GP Corporate Services and Assets;

(ix) all Seller Owned Software;

(x) all patent rights (i) managed or controlled by other businesses, divisions, subsidiaries, or Affiliates of Seller, (ii) covering products and processes (including fertilizers and coated seed products that may be used in the seedbed inventions listed above) of Georgia-Pacific Resins, Inc. and (iii) held by Seller and Georgia-Pacific Resins, Inc. under agreements with Lehigh University for research concerning pulp mill methanol oxidation catalysis and concerning use of catalysts to manufacture formaldehyde);

(xi) all Third Party Licensed Software and all Contracts that grant licenses or other rights to Third Party Licensed Software;

(xii) all internet protocol addresses, all Intellectual Property not currently used or currently held for use primarily in the Business and, subject to Section 7.17, all right, title and interest in and to Marks containing, bearing or comprising the words, letters, designs or trade dress "Georgia-Pacific," "G-P," "GP" (including the Georgia-Pacific corporate signature and "GP" symbol), any derivations, modifications or alterations thereof, and any words or Marks confusingly similar thereto ("GP Marks");

(xiii) all affirmative action plans;

(xiv) the capital stock, minute books and stock records of any of the Seller Subs;

(xv) all insurance, insurance Contracts, insurance proceeds, and rights to any of the foregoing, unless otherwise expressly assigned pursuant to Section 2.8;

(xvi) all Permits that are not permitted to be assigned by Law;

(xvii) any non-assignable rights referred to in Section 2.1(b)(xii);

(xviii) any rights referred to in Section 2.1(b)(xi)to the extent the same do not protect Purchaser Confidential Information;

(xix) the Regional Wood Procurement Yard; and

(xx) all of the assets, properties or contractual rights set forth on Schedule 2.2(b)(xx).

2.3 Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall (or shall cause its Designated Affiliate(s) to) assume effective as of Closing the following Liabilities of the Seller Entities and only the following Liabilities of the Seller Entities (collectively, the "Assumed Liabilities"):

(a) all Liabilities under the Transferred Contracts (other than Transferred Contract Warranty Losses, subject to Section 7.25, and Pre-Closing Bond Liabilities);

(b) all Assumed Current Liabilities; and

(c) all Employment-related Obligations with respect to the Pulp HQ Transferring Employees, LRFP Transferring Employees, OAR Transferring Employees and Foreign Transferring Employees arising or accruing after the Applicable Time (the "Assumed HR Liabilities").

2.4 Excluded Liabilities. Notwithstanding anything to the contrary contained herein, Purchaser will not assume or be liable for any Excluded Liabilities. "Excluded Liabilities" shall mean all Liabilities of the Seller Entities (other than the Assumed Liabilities), including the following Liabilities of the Seller Entities (other than the Assumed Liabilities):

(a) all Liabilities arising out of or otherwise related to the Excluded Assets;

(b) all Pre-Closing Product Liabilities;

(c) all Liabilities arising out of, under or in connection with Contracts that are not Transferred Contracts (except to the extent any such Liabilities are addressed in Section 2.5 or in any Ancillary Agreements);

(d) all Liabilities arising out of, under or in connection with any Indebtedness of Seller or its Affiliates;

(e) all Liabilities arising out of, relating to or otherwise in respect of any Scheduled Matters;

(f) all Excluded HR Liabilities; and

(g) all Liabilities (to the extent not otherwise covered by one of the preceding clauses (a)-(f) of this Section 2.4) arising out of, relating to or otherwise in respect of the ownership, management, control, operation or conduct of the Business prior to the Applicable Time.

2.5 Further Conveyances and Assumptions; Consent of Third Parties.

(a) From time to time following the Closing, the Seller Entities and Purchaser shall, and shall cause their respective Affiliates (including BPP) to, execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns or the Seller Entities or their respective successors and assigns (as the case may be), all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser or retained by or transferred to the Seller Entities under this Agreement and the Seller Documents and to assure fully to the Seller Entities and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Purchaser Documents, and to otherwise make effective the transactions contemplated hereby and thereby, including (i) transferring back to Seller or the applicable Seller Sub any asset or Liability not contemplated by this Agreement to be a Transferred Asset, Assumed Liability, BPP Retained Asset or BPP Agreed Liability, as applicable, which asset or Liability was transferred to Purchaser or its Designated Affiliate(s) at the Closing or retained by BPP and
(ii) transferring to Purchaser, its Designated Affiliate(s) or BPP any Transferred Asset, BPP Retained Asset, Assumed Liability or BPP Agreed Liability, as applicable, which was not transferred to Purchaser or its Designated Affiliate(s) at Closing or retained by BPP.

(b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Transferred Asset, including any Contract, Permit or other right, which by its terms or by Law is nonassignable without the consent of a Third Person or is cancelable by a Third Person in the event of an assignment ("Non-Assignable Assets") unless and until such consent shall have been obtained. With respect to Contracts and Permits that constitute Non-Assignable Assets, the Seller Entities shall, and shall cause their respective Affiliates to, use their respective commercially reasonable efforts to cooperate with Purchaser at its request for up to 90 days

following the Closing Date to obtain such consents promptly; provided, however, that such cooperation shall not require Seller or any of its Affiliates to incur any Expenses or provide any financial accommodation or to remain secondarily or contingently liable on any Contract or Permit to obtain any such consent with respect to any such Non-Assignable Asset, except to the extent that Purchaser has agreed in writing to reimburse Seller for such Expenses or indemnify Seller for remaining secondarily liable or contingently liable; provided, further, however, that the Seller Entities shall be obligated to continue to spend any unused balance of the $250,000 referenced in Section 7.3(a) hereof to obtain any Required Consents waived by Purchaser at or before Closing during the ninety
(90) day period following the Closing Date.

(c) To the extent permitted by Law, in the event consents to the assignment of any Non-Assignable Asset cannot or will not be obtained and the Closing nevertheless occurs, at Purchaser's request, such Non-Assignable Assets shall be held, as of and from the Closing Date, by the applicable Seller Entity or the applicable Affiliate of such Seller Entity in trust for Purchaser and the covenants and obligations thereunder and Liabilities incurred in connection therewith (to the extent such Liabilities are Assumed Liabilities) shall be performed by Purchaser in such Seller Entity's or such Affiliate's name and all benefits and obligations existing thereunder shall be for Purchaser's account. The Seller Entities shall take or cause to be taken at Purchaser's expense such lawful actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Non-Assignable Assets and to effect collection of money or other consideration that becomes due and payable under the Non-Assignable Assets, and the applicable Seller Entity or the applicable Affiliate of such Seller Entity shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Non-Assignable Assets; provided, however, that such obligations of any Seller Entity shall not extend beyond the remaining term of such Contract or Permit as of the Closing Date. As of and from the Closing Date, each Seller Entity on behalf of itself and its Affiliates authorizes Purchaser, to the extent permitted by Law and the terms of the Non-Assignable Assets, at Purchaser's expense, to perform all the obligations and receive all the benefits of the Seller Entities or their Affiliates under each of the Non-Assignable Assets that constitutes a Contract and shall appoint Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of such Seller Entity and on such Affiliate's behalf with respect thereto pursuant to the Powers of Attorney to be delivered by the Seller Entities at Closing.

(d) The Seller Entities and Purchaser agree that after the Closing they will hold and will promptly transfer and deliver, from time to time as and when received by them, any cash, checks with appropriate endorsements (using their commercially reasonable efforts not to convert such checks into cash), or other property that they may receive after the Closing Date which properly belongs to the other party (including any insurance proceeds), and will account to the other parties for all such receipts. From and after the Closing, Purchaser shall have the right and authority to endorse without recourse the name of any Seller Entity on any check or any other evidences of indebtedness received by Purchaser with respect to any account receivable or other monies owing on account of the Business to the extent included in the Transferred Assets, and, at the Closing, the Seller Entities shall execute and deliver Powers of Attorney to evidence the same.

2.6 Purchase Price Allocation. Schedule 2.6 sets forth a statement (the "Asset Acquisition Statement") allocating the Total Consideration among the BPP Stock and the

Transferred Assets. The Total Consideration paid by Purchaser for the BPP Stock and the Transferred Assets shall be allocated in accordance with the Asset Acquisition Statement and all income Tax Returns and reports filed by Purchaser and Seller shall be prepared consistently with such allocation. Seller and Purchaser agree to complete Form 8594 consistently with such allocation and to furnish each other with a copy of such Form prepared in draft form, at least 45 days prior to the due date of such form.

2.7 Bulk Sales Compliance. Purchaser hereby waives compliance by the Seller Entities with the requirements and provisions of any "bulk transfer" Laws of any jurisdiction that may otherwise be applicable with respect to any sale of any or all of the Transferred Assets to Purchaser.

2.8 Insurance Proceeds. If between the date of this Agreement and the Closing,
(i) any loss or damage to the improvements or other tangible personal property included in the Transferred Assets and the BPP Retained Assets shall occur from fire, casualty or any other occurrence, (ii) the Seller Entities or BPP do not at their discretion replace or restore such property prior to the Closing Date and (iii) the Closing occurs, then all insurance proceeds received by the Seller Entities or BPP (whether before or after Closing) as a result of the occurrence of the event resulting such loss or damage will be delivered by the Seller Entities to Purchaser or retained by BPP, as the case may be. For the avoidance of doubt, Seller Entities shall not otherwise have any obligation to replace or restore any such property if such insurance proceeds are assigned to Purchaser. Seller shall have the sole right and authority to provide notices and claims to the applicable insurance carrier and otherwise to communicate and negotiate with such carrier, but shall use its commercially reasonable efforts to obtain any such proceeds payable to the Seller Entities or BPP. Notwithstanding the foregoing, the benefit of any insurance proceeds in relation to "business interruption" damages based upon lost profits or business opportunities in respect of the period prior to the Closing Date, and insurance proceeds in relation to such loss or damage to the extent attributable to any such property replaced or restored before the Closing Date or otherwise used for such purposes, will inure to the benefit of and be payable to the Seller Entities or BPP, as applicable, and Purchaser will not be entitled to receive or retain such proceeds.

ARTICLE III

CONSIDERATION

3.1 Consideration. The aggregate consideration for the BPP Stock and the Transferred Assets shall be (a) an amount in cash equal to $537,000,000.00 (the "Unadjusted Purchase Price"), subject to adjustment as provided in Section 3.3 and (b) the assumption of the Assumed Liabilities (together with the Purchase Price, the "Total Consideration").

3.2 Payment of Purchase Price. On the Closing Date, Purchaser shall pay the Purchase Price to Seller by wire transfer of immediately available funds into an account or accounts designated by Seller.

3.3 Purchase Price Adjustments. (a) At least five (5) Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser a statement (the "Prior Month

Statement") showing the amount (the "Prior Month Working Capital") reasonably estimated by Seller, in good faith, to be the Net Working Capital (as defined below) as of the end of Seller's fiscal month then most recently ended (the "Prior Month"). Such Prior Month Statement shall set forth in reasonable detail Seller's calculation of Prior Month Working Capital in accordance with GAAP in all material respects, consistent with past practice, the Reference Statement and the Agreed Principles. "Net Working Capital" means the Current Assets reduced by the Current Liabilities, in each case, as determined in accordance with the accounting principles set forth on Schedule 3.3(a) (the "Agreed Principles"). Attached hereto as Schedule 3.3(a)(i) is a schedule as of July 31, 2003 (the "Reference Date") showing Net Working Capital after giving effect to the adjustments required in the Agreed Principles ("Reference Statement"). Prior to the Closing, Seller shall, and shall cause its Representatives to, provide the Purchaser with copies of and reasonable access to such books, records, work papers and personnel as are reasonably necessary and afford Purchaser the opportunity to observe and participate in any physical inventory for purposes of verifying the amounts set forth in the Prior Month Statement.

(b) In the event that the Prior Month Working Capital is less than $133,969,000 ("Target Working Capital"), the Purchase Price shall be the Unadjusted Purchase Price reduced by the amount of such deficiency, subject to further adjustment as provided below. In the event that the Prior Month Working Capital is greater than the Target Working Capital, the Purchase Price shall be the Unadjusted Purchase Price increased by the amount of such excess, subject to further adjustment as provided below.

(c) As promptly as practicable after the Closing, but no later than ninety (90) days after the Closing Date, Purchaser shall cause to be prepared and delivered to Seller the Closing Statement (as defined below) and a certificate based on such Closing Statement setting forth Purchaser's calculation of Closing Working Capital and certifying that the Closing Statement was prepared in accordance with GAAP in all material respects, consistent with past practice, the Reference Statement and the Agreed Principles. The closing statement (the "Closing Statement") shall present the Net Working Capital as of the Applicable Time (the "Closing Working Capital").

(d) If Seller disagrees with Purchaser's calculation of Closing Working Capital delivered pursuant to Section 3.3(c), Seller may, within thirty (30) days after delivery of the Closing Statement, deliver a notice to Purchaser setting forth Seller's objection thereto and Seller's calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller and the other Seller Entities shall be deemed to have agreed with all other items and amounts contained in the Closing Statement and the calculation of Closing Working Capital delivered pursuant to Section 3.3(c). If Seller does not deliver a notice of objection within such thirty (30) day period, Seller and the other Seller Entities shall be deemed to have agreed with all items and amounts contained in the Closing Statement and the calculation of Closing Working Capital delivered pursuant to Section 3.3(c).

(e) If a notice of disagreement shall be duly delivered pursuant to Section 3.3(d), Purchaser and Seller shall, during the thirty (30) days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Working Capital, which amount shall not be less than the amount thereof shown in Purchaser's calculation delivered pursuant to Section 3.3(c)

nor more than the amount thereof shown in Seller's calculation delivered pursuant to Section 3.3(d). If during such period, Purchaser and Seller are unable to reach such agreement, they shall promptly thereafter cause certified public accountants resident in an office of KPMG LLP that have not performed services for Purchaser or Seller ("KPMG") (or if unable or unwilling to accept its mandate, an independent accountant to be mutually agreed upon by Purchaser and Seller) (KPMG or such other independent accountant, as the case may be, the "Accounting Referee") to review this Agreement and the disputed items or amounts for the purpose of calculating Closing Working Capital (it being understood that in making such calculation, the Accounting Referee shall be functioning as an expert and not as an arbitrator). In making such calculation, the Accounting Referee shall consider only those items or amounts in the Closing Statement and Purchaser's calculation of Closing Working Capital as to which Seller has disagreed. The Accounting Referee shall deliver to Purchaser and Seller, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Accounting Referee), a report setting forth such calculation. Such report shall be final and binding upon Purchaser, Seller and the other Seller Entities. The cost of such review and report shall be borne proportionately by Purchaser and Seller. Purchaser shall be responsible for the proportion of such cost equal to the quotient of (A) the difference of (w) Purchaser's calculation of Closing Working Capital minus (x) the Accounting Referee's calculation of Closing Working Capital divided by (B) the difference of (y) Purchaser's calculation of Closing Working Capital minus (z) Seller's calculation of Closing Working Capital. Seller shall be responsible for the proportion of such cost equal to the quotient of (A) the difference of (w) Seller's calculation of Closing Working Capital minus (x) the Accounting Referee's calculation of Closing Working Capital divided by (B) the difference of (y) Seller's calculation of Closing Working Capital minus (z) Purchaser's calculation of Closing Working Capital.

(f) Purchaser and the Seller Entities shall, and shall cause their respective Representatives to, cooperate and assist in the preparation of the Closing Statement and the calculation of Closing Working Capital and in the conduct of the review referred to in this Section 3.3, including the making available, to the extent necessary, of books, records, work papers and personnel and affording Seller the opportunity to observe and participate in any physical inventory.

(g) In the event that Final Working Capital (as defined below) is less than the Prior Month Working Capital, Seller shall pay to Purchaser, in the manner and with interest as provided in Section 3.3(i), the amount of such difference as an adjustment to the Purchase Price, and, if Final Working Capital exceeds Prior Month Working Capital, Purchaser shall pay to Seller, in the manner and with interest as provided in Section 3.3(i), the amount of such excess as an adjustment to the Purchase Price. "Final Working Capital" means Closing Working Capital: (i) as shown in Purchaser's calculation delivered pursuant to Section 3.3(c) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 3.3(d); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Purchaser and Seller pursuant to Section 3.3(e) or (B) in the absence of such agreement, as shown in the Accounting Referee's calculation delivered pursuant to Section 3.3(e); provided, however, that in no event shall Final Working Capital be more than Seller's calculation of Closing Working Capital delivered pursuant to Section 3.3(d) or less than Purchaser's calculation of Closing Working Capital delivered pursuant to Section 3.3(c). Attached hereto as Schedule 3.3(g) is an example of a calculation pursuant to this Section 3.3(g).

(h) (i) An additional adjustment to the Purchase Price will be made by increasing the Purchase Price by the amount (the "Shutdown Adjustment Amount") by which the Shutdown Accrual/Asset Balance, determined in accordance with Schedule 3.3(h), at the Applicable Time is greater than $8,396,000 (the "Target Shutdown Accrual Amount"). At least five (5) Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser its reasonable estimate of the Shutdown Accrual/Asset Balance as of the Applicable Time (the "Shutdown Estimate"). Such estimate shall set forth in reasonable detail the Seller's estimate of such Shutdown Accrual/Asset Balance in accordance with Schedule
3.3(h). Prior to the Closing, Seller shall, and shall cause its Representatives to, provide the Purchaser with copies of and reasonable access to such books, records, work papers and personnel as are reasonably necessary for purposes of verifying the amounts set forth in the Shutdown Estimate. In the event that the Shutdown Estimate is less than the Target Shutdown Accrual Amount, no adjustment shall be made to the Purchase Price. In the event that the Shutdown Estimate is greater than the Target Shutdown Accrual Amount, the Purchase Price shall be the Unadjusted Purchase Price increased by the amount of such excess, subject to further adjustment as provided above and below.

(ii) The procedures (including time periods) provided above with respect to Purchaser's calculation and certification of Closing Working Capital, delivery of the Closing Statement, Seller's right to dispute the same, resolution of any such dispute by the Accounting Referee, and determination of Final Working Capital shall also apply to the determination of the final Shutdown Adjustment Amount.

(i) Any payment pursuant to Section 3.3(g) shall be made at a mutually convenient time and place within three Business Days after Final Working Capital has been determined by wire transfer by Seller or Purchaser, as the case may be, of immediately available funds to the account of such other party as may be designated in writing by such other party. Any payment pursuant to Section 3.3(h)(ii) shall be made at a mutually convenient time and place within three Business Days after the Shutdown Adjustment Amount has been determined by wire transfer by Purchaser of immediately available funds to the account of Seller. The amount of any payment to be made pursuant to Section 3.3(g) or (h)(ii) shall bear interest from (and including) the Closing Date to (but excluding) the date of payment at a rate per annum equal to the "prime rate" as published by the Wall Street Journal from time to time during the period from the Closing Date to the date of payment. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of three hundred sixty five (365) days and the actual number of days elapsed.

ARTICLE IV

CLOSING AND TERMINATION

4.1 Closing Date. Subject to the satisfaction of the conditions set forth in Sections 9.1 and 9.2 hereof (or the waiver thereof by the party entitled to waive that condition), the closing of the purchase and sale of the BPP Stock and the Transferred Assets and the assumption of the Assumed Liabilities provided for in Article II hereof (the "Closing") shall take place at the offices of Weil, Gotshal & Manges LLP located at 767 Fifth Avenue, New York, New York (or at such other place as the parties may agree to in writing) at 10:00 a.m. (New York, New York time). The Closing shall take place on May 7, 2004, or if thereafter, on the Business Day

immediately preceding the last day of any fiscal month of Seller in which the conditions set forth in Article IXare (and remain as of the last day of such fiscal month of Seller) satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), unless another time or date, or both, are agreed to in writing by the parties hereto. The date on which the Closing shall be held is referred to in this Agreement as the "Closing Date." The Closing shall be deemed to have occurred, for all purposes, as of the Applicable Time.

4.2 Termination of Agreement. This Agreement may be terminated prior to the Closing as follows:

(a) at the election of Seller or Purchaser on or after July 30, 2004 (the "Outside Date") if the Closing shall not have occurred by the close of business on such date, provided that the terminating party is not in material default of any of its obligations hereunder;

(b) by mutual written consent of Seller and Purchaser;

(c) by Purchaser upon written notice from Purchaser to Seller if there has been a change, effect, event, occurrence or state of facts that would give rise to a failure of a condition set forth in Sections 9.1(c);

(d) by Seller or Purchaser if there shall have been entered and be in effect a final nonappealable Order of a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; it being agreed that the parties hereto shall promptly appeal any adverse determination which is appealable (and pursue such appeal with commercially reasonable diligence);

(e) by Purchaser, if there shal