EXHIBIT 4.6
APPOINTMENT OF SUCCESSOR RIGHTS AGENT
This Appointment of
Successor Rights Agent (this "Agreement") is dated as of June 20,
2005, by and among LaSalle Bank National Association ("LaSalle"),
Wells Fargo Bank, N.A. ("Wells Fargo") and Longview Fibre Company
(the "Company").
WHEREAS, LaSalle 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, the Board of
Directors of the Company has determined that it is in the best
interests of the Company to appoint Wells Fargo as successor Rights
Agent under the Rights Agreement;
WHEREAS, pursuant to
Section 21 of the Rights Agreement, the Company provided to
LaSalle, in a letter dated May 13, 2005, written notice of its
intent to discharge LaSalle of its duties under the Rights
Agreement and to appoint Wells Fargo as successor Rights Agent;
and
WHEREAS, Wells Fargo
has agreed to act as successor Rights Agent under the Rights
Agreement;
NOW, THEREFORE, the
parties hereby agree as follows:
1.1
Representations and Warranties.
Pursuant to Section
21 of the Rights Agreement, Wells Fargo 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.
1.2
Acceptance of Appointment; No Further Action.
Wells Fargo accepts
the appointment by the Company as successor Rights Agent under the
Rights Agreement. Wells Fargo, as successor Rights Agent, shall act
as successor Rights Agent under the Rights Agreement without
further act or deed and shall be vested w
