APPOINTMENT OF SUCCESSOR RIGHTS AGENT
This Appointment of Successor Rights Agent (this "Agreement") is dated
as of December 15, 2000, by and among Mellon Investor Services LLC (f/k/a
ChaseMellon Shareholder Services, L.L.C.) ("Mellon"), LaSalle Bank National
Association ("LaSalle"), and Longview Fibre Company (the "Company").
RECITALS
WHEREAS, Mellon is acting "Rights Agent," as that term is defined in
that certain Rights Agreement dated as of March 1, 1999 (the "Rights
Agreement"), for the Company;
WHEREAS, pursuant to Section 21 of the Rights Agreement, this Agreement
constitutes written notice by the Company to Mellon of its intent to
discharge Mellon of its duties under the Rights Agreement and to appoint
LaSalle as successor Rights Agent;
WHEREAS, LaSalle has agreed to act as successor Rights Agent under the
Rights Agreement;
NOW, THEREFORE, the parties hereby agree as follows:
1.1 Waiver of Notice. By virtue of its signature below, Mellon
expressly waives any right it may have under Section 21 of the Rights
Agreement to receive thirty (30) days written notice from the Company of
Mellon's removal as Rights Agent.
1.2 Representations and Warranties. Pursuant to Section 21 of the Rights
Agreement, LaSalle represents and warrants that it is an association organized
and doing business under the laws of the United States, is in good standing, has
an office in a state of the United States, is subject to supervision by federal
or a state authority and has a combined capital and surplus of at least
$50,000,000.
1.3 Acceptance of Appointment; No Further Action. LaSalle accepts
the appointment by the Company as successor Rights Agent under the Rights
Agreement. LaSalle, as successor Rights Agent, shall forthwith act as
successor Rights Agent under the Rights Agreement without further act or deed
and shall be vested with the same powers, rights, duties and responsibilities
as if it had been originally named as Rights Agent.
1.4 Transfer of Property. Mellon shall promptly deliver and
transfer to LaSalle any property held by it under the Rights Agreement and
shall execute and deliver any further assurance, conveyance, act or deed
necessary for that purpose.
1.5 Notice. Pursuant to Section 21 of the Rights Agreement, this
Agreement shall constitute notice to Mellon, as predecessor Rights Agent, and
LaSalle, as transfer agent, of the appointment of LaSalle as successor Rights
Agent.
1.6 Supplement to Rights Agreement. Pursuant to Section 28 of the
Rights Agreement, this Agreement shall be deemed a supplement to the Rights
Agreement and shall be incorporated as such into and made part of the Rights
Agreement. The Company hereby certifies that this supplement is in
compliance with the terms of Section 28 of the Rights Agreement.
1.7 Successor. Pursuant to Section 29 of the Rights Agreement, all
the covenants and provisions of the Rights Agreement by or for the benefit of
the Rights Agent shall bind and inure to the benefit of LaSalle, as successor
Rights Agent.
1.8 Counterparts; Facsimile. This Agreement may be executed in
several counterparts, and by the parties hereto on separate counterparts,
each of which is an original but all of which together shall constitute one
Agreement. Delivery of an executed signature page to this Agreement by
facsimile transmission shall be as effective as delivery of a manually signed
counterpart of this Agreement.
1.9 Further Assurances. The parties shall cooperate fully with
each other and take all further actions and execute all further documents as
may from time to time be reasonably necessary to carry out the purposes of
this Agreement and the Rights Agreement.
1.10 Governing Law. This Agreement is being entered into in the
State of Washington. This Agreement shall be governed by the internal laws
(and not the conflict of laws rules) of the State of Washington; provided,
however, that all provisions regarding the rights, duties and obligations of
Mellon shall be governed by and construed in accordance with the laws of the
State of New York applicable to the contracts made and to be performed
entirely within such state.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.
LONGVIEW FIBRE COMPANY
By: /s/ L. J. Holbrook
Title: Senior Vice President-Finance
MELLON INVESTOR SERVICES LLC
By: /s/ Asa Drew
Title: Assistant Vice President
LASALLE BANK, NATIONAL
ASSOCIATION
By: /s/ G. Malatia
Title: First Vice President
