8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report
(Date of earliest event reported):	March 23, 2005

NORTHLAND CRANBERRIES, INC.

(Exact name of registrant as specified in its charter)

Wisconsin	0-16130	39-1583759
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

2321 West Grand Avenue, P.O. Box 8020, Wisconsin Rapids, Wisconsin 54495-8020

(Address of principal executive offices, including zip code)

(715) 424-4444

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.    Entry into a Material Definitive Agreement.

Background

        On September 23, 2004, Northland Cranberries, Inc., a Wisconsin corporation (the “Company”), entered into agreements with Ocean Spray Cranberries, Inc. (“Ocean Spray”) pursuant to which the Company sold its processing plant, storage facility and certain offices located in Wisconsin Rapids, Wisconsin to Ocean Spray. The Company publicly announced its entry into these agreements, as well as the completion of certain transactions contemplated by such agreements, in a Current Report on Form 8-K, which was filed with the Securities and Exchange Commission (the “SEC”) on September 29, 2004.

        The Company’s agreements with Ocean Spray include an Option Agreement (the “Option Agreement”), under which Ocean Spray paid to the Company a non-refundable (but creditable) $5.0 million cash fee in exchange for an option to purchase up to 14 of the Company’s 17 cranberry marshes (excluding Associates West, Meadow Valley and Three Lakes marshes), with the sale and purchase of any marsh to occur upon the terms and conditions of an agricultural asset purchase agreement. The Option Agreement was filed with the SEC on September 29, 2004 as Exhibit 10.17 to the Company’s Current Report on Form 8-K. Ocean Spray’s option was exercisable, individually or collectively, only during the period beginning on December 1, 2004 and ending on March 22, 2005. The Option Agreement allows Ocean Spray to assign its rights to receive title to the cranberry marshes that are subject to the Option Agreement to its cranberry producing members or any other person selected by Ocean Spray. Ocean Spray or its assignees may exercise the option with respect to any or all of the cranberry marshes subject to the Option Agreement by executing and delivering to the Company an Agricultural Asset Purchase Agreement (each a “Purchase Agreement,” and collectively, the “Purchase Agreements”), for each marsh to be purchased.

Agricultural Asset Purchase Agreements

        On February 28, 2005, the Company received notice from Ocean Spray that it had assigned to four of its cranberry producing members its rights to receive title to 10 of the 14 cranberry marshes subject to the Option Agreement. Between March 18 and March 22, 2005, the Company received executed Agricultural Asset Purchase Agreements from Wayne Gardner d/b/a Dawesville Cranberry Co., JJW Cranberries, LLC, Acorn Acres Cranberry Co., Inc. and James Potter Cranberry Marsh, Inc., respectively, relating to the purchase of an aggregate of nine marshes (each a “Marsh Sale,”and collectively, the “Marsh Sales”). Between March 23 and March 29, 2005, the Company countersigned the agreements and those agreements became effective.

        A summary of the terms and conditions of the Purchase Agreements that the Company believes are material to the Company is set forth below. Each effective Purchase Agreement contains substantially similar material terms and conditions with the exception of the purchase prices for each applicable marsh.

Purchase and Sale of Assets

        Upon the Company’s receipt of a properly completed and executed Purchase Agreement with respect to any cranberry marsh and the satisfaction or waiver of the closing conditions contained therein, the Company will sell and the buyer will purchase (i) the real estate representing the applicable marsh, (ii) the personal property used exclusively in connection with the operation of the applicable marsh, and (iii) the Federal Cranberry Marketing Order related to the applicable marsh.

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Purchase Price

        The purchase price for the applicable cranberry marsh under each Purchase Agreement is the base purchase price for such marsh (as indicated in the table below), plus the “deferred crop value” associated with such marsh. The aggregate purchase price for all nine marshes, exclusive of deferred crop costs, is approximately $28.2 million (against which approximately $3.0 million of the $5.0 million option fee previously paid to the Company by Ocean Spray is creditable). The amount of the deferred crop costs will depend on the date of the closing of any particular Marsh Sale. However, the Company estimates that the aggregate proceeds it will receive as deferred crop costs for the sale of the nine marshes will be approximately $2.0 million. The purchase price is payable in cash by the buyer at the closing of the applicable Marsh Sale in accordance with the Option Agreement.

        In addition, the Purchase Agreements provide that all expenses customarily prorated in such a sale (e.g., real estate taxes) will be ratably prorated between the Company and the applicable buyer as of the date of the closing of the applicable Marsh Sale.

        The following table sets forth for each of the cranberry marshes for which the Company received an executed Purchase Agreement (i) the base purchase price, (ii) the creditable portion of the $5 million option fee previously paid to the Company by Ocean Spray, (iii) the allocable percentage of deferred crop costs, and (iv) the name of the cranberry producing member to whom Ocean Spray assigned its right to receive title to the marsh.

Name of Marsh	Base Purchase Price	Option Fee Allocated to Marsh	Deferred Crop Allocation Percentage	Ocean Spray Assignee
Crawford Creek	$2,479,863	$277,765	7.67%	JJW Cranberries, LLC
White Creek	$2,214,820	$244,711	6.36%	JJW Cranberries, LLC
Mather	$3,842,040	$403,276	7.92%	JJW Cranberries, LLC
Yellow River-South	$6,344,985	$665,685	13.03%	JJW Cranberries, LLC
Dandy Creek	$1,775,475	$189,020	4.05%	Wayne Gardner d/b/a Dawesville Cranberry Co.
Warren's	$1,730,920	$185,720	4.16%	James Potter Cranberry Marsh, Inc.
Trego	$2,816,300	$306,482	7.40%	Wayne Gardner d/b/a Dawesville Cranberry Co.
Biron	$5,527,665	$582,083	11.67%	JJW Cranberries, LLC
Nekoosa East	$1,470,775	$157,230	3.45%	Acorn Acres Cranberry Co., Inc.

Representations and Warranties of the Company

        The representations and warranties of the Company contained in the Purchase Agreements include customary representations and warranties regarding the real and personal property to be conveyed, and such representations and warranties shall survive the closing of the transactions contemplated by the applicable Purchase Agreement and continue until 11:59 p.m. on the day prior to the one-year anniversary of the date of such closing.

Closing

        The closing of the applicable Marsh Sale must occur on or before 60 days after the date of the related Purchase Agreement, and such closing is subject to certain conditions described below.

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Closing Conditions

        The Company’s obligation to consummate each applicable Marsh Sale is subject to its obtaining approval of its shareholders, if such approval is required by applicable law. Any buyer’s obligation to consummate the applicable cranberry marsh purchase is subject to the following conditions:

• Such buyer's satisfaction with the form and substance of the disclosure schedules set forth in the applicable Purchase Agreement; and

• Such buyer’s election to proceed to closing of the sale of the applicable marsh if (i) such buyer has properly objected to the title insurance commitment delivered by the Company pursuant to the terms of the applicable Purchase Agreement and (ii) the Company elects not to cure such objection.

Fees and Expenses

        Each party is responsible for paying its own costs and fees related to the transactions contemplated by the Purchase Agreements, with the exception of title insurance and transfer fees payable in connection with the conveyance of the applicable marsh, which will be split equally by the Company and the applicable buyer.

Indemnification

        The Company agreed to indemnify and hold harmless the applicable buyer against any and all liability, including reasonable attorneys’ fees, resulting from a breach of any of the Company’s representations and warranties set forth in the applicable Purchase Agreement. However, such buyer shall not be entitled to indemnification by the Company unless the aggregate of the Company’s indemnification obligations exceed an amount equal to 1.5% of the purchase price of the applicable cranberry marsh, and then only to the of such excess. In addition, the Company’s indemnification obligations shall in no event be an amount greater than the purchase price of the applicable marsh.

        If the Company’s indemnification obligations exceed 25% of the purchase price of the applicable marsh, then the Company has the right, but not the obligation, to reacquire the applicable cranberry marsh from the applicable buyer for a price equal to the purchase price paid by such buyer, less the amount of any indemnification payments previously made by the Company to such buyer related to the applicable marsh.

Termination

        If the applicable buyer, within the requisite time period, raises any objections to the title insurance commitment delivered to such buyer by the Company and the Company does not elect to cure such objections or affirmatively elects not to cure such objections, then such buyer has the option, exercisable by written notice to Seller within the requisite time period, to terminate the applicable Purchase Agreement, or to proceed to closing, taking title to the applicable property subject to the matters that the Company has elected not to cure.

        Additionally, if the applicable buyer, within the requisite time period, provides the requisite notice to the Company stating that such buyer is not reasonably satisfied with the form and substance of the Company’s disclosure schedules and the Company fails to revise its disclosure schedules within the requisite time period to such buyer’s reasonable satisfaction, then such buyer may elect to terminate the applicable Purchase Agreement by providing written notice to the Company within the requisite time period, or to accept the Company’s disclosure schedules as modified, if at all, by the Company and proceed with the transaction.

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        Further, in the event that any of the buildings, improvements, machinery and equipment shall be materially damaged or destroyed by fire or other casualty not caused by negligent or intentional act or omission of the applicable buyer or any of such buyer’s agents, employees, or contractors and such damage or destruction has a material adverse effect upon the normal marsh operations conducted on the marsh property (as defined in the applicable Purchase Agreement), then, unless the Company corrects, repairs or otherwise rectifies such damage or destruction, such buyer may, within the requisite time period, terminate the applicable Purchase Agreement in writing, or require the consummation of the transaction contemplated by such Purchase Agreement and, in such case, all proceeds of insurance carried by the Company and all of its claims of every kind arising as a result of such damage or destruction shall become the property of such buyer at the closing.

        The Company intends to use the net proceeds resulting from the Marsh Sales to pay the expenses related to the Marsh Sales and repay outstanding debt. The Company may also potentially use a portion of the proceeds to distribute a dividend to its shareholders.

        A form of Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and its is incorporated herein by reference. The summary set forth above of the terms and conditions of the Purchase Agreements that the Company believes are material to the Company is qualified in its entirety by reference to the form of Purchase Agreement.

Item 9.01.     Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Exhibits. The following exhibits are being filed herewith:

(10.1) Form of Agricultural Asset Purchase Agreement

*Schedules and exhibits to this exhibit have been omitted, but will be furnished to the SEC upon request.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NORTHLAND CRANBERRIES, INC.
Date:  March 29, 2005	By:  /s/ Nigel J. Cooper
	Nigel J. Cooper
	Vice President - Finance

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NORTHLAND CRANBERRIES, INC.

Exhibit Index to Current Report on Form 8-K

Exhibit
Number

(10.1) Form of Agricultural Asset Purchase Agreement,

^*Schedules and exhibits to this exhibit have been omitted, but will be furnished to the SEC upon request.

EX-10.1

EXHIBIT 10.1

AGRICULTURAL ASSET PURCHASE AGREEMENT

        THIS AGREEMENT is made and entered into as of this _____ day of _________, 2004, by and between NORTHLAND CRANBERRIES, INC., a Wisconsin corporation, with principal offices at 2930 Industrial Street, Wisconsin Rapids, WI 54495-3237 (“Seller”) and ___________________, a ________________, with principal offices at _____________________________________________ (“Buyer”).

WITNESSETH:

        WHEREAS, Seller has entered into an Option Agreement dated as of September ___, 2004 (the “Option Agreement’) with Ocean Spray Cranberries, Inc., a Delaware corporation (“Optionee”), pursuant to which Seller has granted Optionee an option to purchase certain Agricultural Assets more particularly described in the Option Agreement;

        WHEREAS, Buyer desires hereby to exercise the right granted under the Option Agreement to purchase Seller’s interest in a certain cranberry marsh known as the “______________Cranberry Marsh,” which is located in the Township of____________, __________ County, Wisconsin (the “Marsh Property”);

        WHEREAS, Buyer also desires to purchase Seller’s interest in certain personal property (the “Personal Property”) more specifically described herein and sometimes referred to, collectively with the Marsh Property and the Order described below, as the “Property;” and

        WHEREAS, Seller desires to sell to Buyer its interest in the Property.

        NOW, THEREFORE, in consideration of the mutual promises of the parties and other good and valuable consideration, it is agreed between the parties as follows:

ARTICLE I

PURCHASE AND SALE OF ASSETS

        Buyer hereby exercises the right granted under the Option Agreement to acquire the Property from Seller. As a result of the foregoing exercise, Seller agrees to sell, and Buyer agrees to purchase, the following described assets of Seller, all of which together shall constitute the Property:

        A.     Seller’s real estate described on Exhibit A attached hereto and made a part hereof, the same being acknowledged and agreed to constitute the Marsh Property.

        B.     Seller’s personal property used exclusively in connection with operation of the Marsh Property, which personal property is more particularly described on Exhibit B attached hereto and made a part hereof, the same being acknowledged and agreed to constitute the Personal Property.

        C.     The Federal Cranberry Marketing Order (the “Order”) applicable to the Marsh Property.

ARTICLE II

TERMS OF PAYMENT

        The purchase price for the Property (the “Purchase Price”) shall be ____________________________ Dollars ($________) and shall be paid by wire transfer in cash at the closing of this transaction in accordance with the terms and conditions of the Option Agreement.

ARTICLE III

CLOSING

        A.     The closing of this transaction shall be on or before sixty (60) days after the date hereof, but in no event prior to December 1, 2004, and shall occur at the offices of Boles-Wallner Abstract & Title, Inc., 214 West Grand Avenue, Wisconsin Rapids, WI 54495.

        B.     Seller agrees to execute special warranty deeds in customary form conveying the Marsh Property free and clear of all liens and encumbrances, excepting Permitted Liens, together with all rights and appurtenances of Seller to any and all agreements or water rights to the real estate. For purposes hereof, “Permitted Liens” shall mean (i) liens for taxes not yet due and payable; (ii) zoning, building codes and other land use laws regulating the use or occupancy of the Marsh Property; (iii) easements, covenants, conditions, restrictions and other similar matters affecting title to the Marsh Property and other title defects which do not or would not reasonably be expected to materially impair the use or occupancy of the Marsh Property; (iv) liens set forth on the Seller Disclosure Statement (as defined below), and (v) all matters which would be disclosed by an accurate survey of the Marsh Property which do not or would not reasonably be expected to materially impair the use or occupancy of the Marsh Property.

        C.     Seller further agrees to execute a bill of sale assigning and conveying the Personal Property free and clear of all liens and encumbrances, excepting Permitted Liens.

        D.     Seller and Buyer agree that Buyer is purchasing only assets from Seller and that Buyer shall not be responsible for any of Seller’s business debts or liabilities nor for any wages or benefits to Seller’s employees.

        E.     All expenses associated with the Marsh Property, including, without limitation, expenses for electricity, gas, water, sewer, real property taxes, security services and such other items that are customarily prorated in transactions of this nature shall be ratably prorated between Buyer and the Seller as of the closing date in accordance with local custom.

        F.     Notwithstanding anything to the contrary contained in this Agreement, it is understood and agreed that the obligations of Seller to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to, at or prior to closing, Seller having obtained in accordance with applicable law any requisite consent, approval, and authorization of the holders of its securities (“Company Shareholder Approval”) to consummate the transactions contemplated by this Agreement.

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        G.     Notwithstanding anything to the contrary contained in this Agreement, it is understood and agreed that the obligations of Buyer to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to, at or prior to closing, Buyer’s reasonable satisfaction with the form and substance of the Seller Disclosure Schedules (as defined below). Buyer shall have until 5:00 p.m. (Central Standard time) on the tenth (10th) day following Buyer’s receipt of the Seller Disclosure Schedules to provide written notice to Seller stating that it is not reasonably satisfied with the form and substance of the Seller Disclosure Schedules and setting forth in reasonable detail the reasons why it is not reasonably satisfied and the changes to the Seller Disclosure Schedules that would be necessary to make Buyer reasonably satisfied with the form and substance of the Seller Disclosure Schedules. Buyer’s failure to timely provide such notice shall be deemed to constitute Buyer’s irrevocable agreement that it accepts the Seller Disclosure Schedules as initially provided to Buyer. If Buyer timely provides such notice, Seller shall have five (5) business days to revise the Seller Disclosure Schedules to Buyer’s reasonable satisfaction. If Company fails to revise the Seller Disclosure Schedules within (5) business days of Buyer’s notice to Buyer’s reasonable satisfaction (it being understood that Seller shall not have an obligation to make any revisions to the Seller Disclosure Schedules), Buyer may elect to (i) accept the Seller Disclosure Schedules provided by Seller (as modified, if at all, by Seller) and proceed with the transaction, or (ii) terminate this Agreement by providing written notice to Seller. Buyer’s failure to provide written notice to Seller of its desire to terminate this Agreement within five (5) business days after being informed of Seller’s decision shall be deemed an election of option (i) above. If Buyer elects to terminate this Agreement pursuant to this paragraph, the parties shall have no further obligations to one another under this Agreement.

ARTICLE IV

PURCHASE PRICE ALLOCATION

Intentionally Omitted.

ARTICLE V

TITLE DOCUMENTS

        Seller shall furnish and deliver to Buyer for examination within twenty (20) days of the date of this Agreement a commitment for an owner’s policy of title insurance, in an amount equal to the Purchase Price, written by a title insurance company licensed by the State of Wisconsin, showing title as called for by this Agreement. Any objections to the title must be raised by Buyer in writing within five (5) days from delivery of the title insurance commitment, following which Seller shall have ten (10) days in which to elect in writing whether to cure such objections to Buyer’s reasonable satisfaction. In the event Seller does not elect to cure such objections or affirmatively elects not to cure the same, Buyer shall, within ten (10) days after the earlier of (a) receipt of Seller’s written election not to cure such objections or (b) expiration of the period within which Seller is entitled to make the foregoing election (in either case, the “Seller’s Election Deadline”), have the option, exercisable by written notice to Seller, either to (x) terminate this Agreement, or (y) proceed to closing, taking title to the Property subject to the matters that Seller has elected not to cure. The foregoing election by Buyer must be delivered to Seller within ten (10) days after Seller’s Election Deadline. The cost of the title insurance commitment and the title insurance policy issued with respect thereto, inclusive of full extended coverage (other than the survey exception), and inclusive of any endorsements issued with respect to title exceptions that do not constitute Permitted Liens, but exclusive of any Buyer-requested endorsements, shall be split equally between the Seller and Buyer. Any transfer fees payable in connection with the conveyances contemplated by this Agreement shall be split equally between the Seller and Buyer.

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ARTICLE VI

BROKER’S FEE

        Each of the parties hereto covenants and agrees to pay any broker or finder fees or commissions, if any, payable to any broker, finder, or similar agent retained by it in connection with this transaction.

ARTICLE VII

COVENANTS AND REPRESENTATIONS OF SELLER

        A.     Seller agrees it will continue to maintain adequate fire and hazard insurance with customary coverage endorsements consistent with its historic practices on all buildings and improvements, including the Personal Property, on the Marsh Property until the closing of this transaction.

        B.     Seller shall bear the risk of loss of any real or personal property subject to this Agreement occurring between the date hereof and the closing date unless caused by the negligence or intentional act or omission of Buyer or any of Buyer’s agents, employees, or contractors, and shall promptly notify Buyer that such damage or destruction has occurred and the estimated extent thereof. In the event that any of the buildings, improvements, machinery and equipment shall be materially damaged or destroyed by fire or other casualty not caused by negligent or intentional act or omission of Buyer or any of Buyer’s agents, employees, or contractors and such damage or destruction has a material adverse effect upon the normal marsh operations conducted on the Marsh Property, then unless Seller corrects, repairs or otherwise rectifies such damage or destruction Buyer may (i) within ten (10) days after receipt of notice of such damage or destruction terminate this Agreement in writing, or (ii) require the consummation of this transaction and, in such case, all proceeds of insurance carried by Seller and all of its claims of every kind arising as a result of such damage or destruction shall become the property of the Buyer at the closing.

        C.     Seller represents and warrants that the real estate described on Exhibit A attached hereto contains approximately _____________ (____) acres of cranberry vines.

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        D.     Except as may be disclosed to Buyer in writing (a “Seller Disclosure Statement”) within twenty (20) days of the date of this Agreement, the Property is not in violation of any federal, state, or local law, ordinance or regulation relating to industrial hygiene or to the environmental conditions on, under or about the Property or the improvements, including, but not limited to, soil and ground water conditions.

        E.     Except as may be disclosed to Buyer in a Seller Disclosure Statement within twenty (20) days of the date of this Agreement, Seller warrants it has not violated any environmental law now in existence with respect to the Property and represents that the Property does not:

        1.     contain any facility that is subject to the reporting under Section 312 of the Federal Emergency Response and Community Right to Know Act of 1986 (that is, which requires the submittal of emergency hazardous chemical inventory forms as a facility subject to OSHA Hazardous Communication standard, i.e. to prepare and have available material safety data sheet for hazardous chemicals where employees may be exposed to such chemicals in their work place); and

        2.     have underground storage tanks which require registration with the appropriate Wisconsin agency, except to the extent such registration has previously been undertaken.

        F.     Hazardous Materials. (1) Except as may be disclosed to Buyer in a Seller Disclosure Statement within twenty (20) days of the date of this Agreement, during the time in which Seller has owned the Marsh Property, neither Seller nor, to the best of Seller’s knowledge, any third party has used, generated, manufactured, stored, released, or disposed of on, under, or about the Marsh Property or transported to or from the Marsh Property any flammable, explosive, radioactive materials, hazardous wastes, toxic substances, or related matters (“Hazardous Materials”), except in conformity with the requirements of any and all applicable laws, rules, regulations and ordinances regulating or governing the handling and disposal thereof. For the purpose of this Article VII, Hazardous Materials shall include, but not be limited to, substances such as friable asbestos or those defined as “hazardous substances”, “hazardous materials,” or “toxic substances” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.; the Hazardous Materials Transportation Act, 42 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq.; and in the regulations adopted and publications promulgated pursuant to said laws and any amendments thereto. (2) Except as may be disclosed to Buyer in a Seller Disclosure Statement within twenty (20) days of the date of this Agreement, to the best of Seller’s knowledge, there are not Hazardous Materials stored, released, or disposed of (a) on, under, or about the Marsh Property, except in conformity with the requirements of any and all applicable laws, rules, regulations and ordinances regulating or governing the handling and disposal thereof, or (b) on, under, or about adjacent properties, in such a manner that their migration to the Marsh Property appears reasonably likely.

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        G.     Zoning Laws; Permits. Except as may be disclosed to Buyer in a Seller Disclosure Statement within twenty (20) days of the date of this Agreement, to the best of the knowledge of Seller, no zoning, building, or similar law or ordinance is violated by the maintenance, operation, or use of the Property. Seller has received no written notice of any change contemplated in any applicable laws, ordinances, or restriction, or any judicial or administrative action, or any action by adjacent landowners, or natural or artificial conditions upon the Property which would prevent, impede, limit, or render more costly in any material way Buyer’s use of the Property consistent with the historic usage thereof. To the best of the knowledge of Seller, all approvals and permits necessary for the operation of the Property consistent with the historic usage thereof have been obtained, are in full force and effect, and are transferable to Buyer without consent or approval of any third party or governmental entity, and Seller will transfer and assign all such permits to Buyer at the closing.

        H.     Water Rights. At present and, to the best of Seller’s knowledge, as of the date of closing, the quality, quantity, adequacy, availability, reliability, and transferability of surface and well water or water rights for the Marsh Property or the eligibility of the Marsh Property or the Buyer to receive and manipulate water from sources historically serving the Marsh Property is permitted and sufficient to meet the current farm operation of Seller.

        I.     Eminent Domain. There are no condemnation or eminent domain proceedings pending or, to the best of Seller’s knowledge, contemplated against the Property or any part thereof, and Seller has received no written notice of the desire of any public authority or other entity to take or use the Property or any part thereof.

        J.     Lawsuits. There are no pending suits or proceedings against or affecting Seller or any part of the Property which (1) do or would adversely affect title to the Property or any part thereof, or (2) do or would prohibit or make unlawful the consummation of the transactions contemplated by this Agreement, or render Seller unable to consummate the same.

        K.     Leases. There will be no leases or use occupancy agreements for the Property or any part thereof which will survive the closing, unless accepted by Buyer.

        L.     Service Contracts. There will be no service contracts or signed contracts or use agreements benefiting the Property which will survive the closing, unless accepted by Buyer.

        M.     Equipment. All equipment and Personal Property described in Exhibit B is owned by Seller and will be conveyed to Buyer by bill of sale at the closing.

        N.     Authority. The party executing this Agreement on behalf of Seller has full right, title, and authority to so execute this Agreement. Any and all documents required to consummate the transactions contemplated herein will be duly authorized and executed on behalf of Seller.

        O.     Mechanic’s Lien. Seller covenants that any work to be done on the Marsh Property prior to closing that could later result in a mechanic’s lien will be paid in full prior to closing.

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        Seller hereby agrees to indemnify and hold harmless Buyer against any and all liability, including reasonable attorneys’ fees, resulting from a breach of any of the representations and warranties appearing in this Agreement, provided, however, that (i) Buyer shall not be entitled to indemnification for breach of a representation or warranty unless the aggregate of the Seller’s indemnification obligations to Buyer under this Agreement exceed an amount equal to one and one-half percent (1.5%) of the Purchase Price, but in such event the Buyer shall be entitled to indemnification only to the extent such indemnification obligations exceed an amount equal to one and one-half percent (1.5%) of the Purchase Price for all breaches of representations and/or warranties hereunder, (ii) Seller’s indemnification obligation hereunder, and its liability for breach of any representations or warranties contained in this Agreement, shall in no event be greater than an amount equal to the Purchase Price, and (iii) in the event Seller’s indemnification obligations to Buyer exceed an amount equal to twenty-five percent (25%) of the Purchase Price, Seller shall have the right and option, but not the obligation, to reacquire the Property at a purchase price equal to the Purchase Price, less an amount equal to any payments previously made by Seller to Buyer pursuant to the provisions of this paragraph, and upon terms and conditions substantially in accordance with the terms of this Agreement, which reacquisition by Seller will constitute Buyer’s sole right to receive any payment or other financial accommodation from Seller under such circumstances (collectively, the “Indemnity Limitations”).

        All of the representations and warranties set forth herein shall survive the closing of this transaction and continue for a period one year following the date of closing, all such representations and warranties, and Seller’s right to make claims or to seek indemnification with respect to breaches thereof, expiring at 11:59 p.m. on the day prior to the one-year anniversary of the date of closing.

        Prior to the conveyance of the Property, Buyer shall not, by entering into this Agreement or otherwise, acquire or assume any liability in respect to the Property; and Seller hereby indemnifies and agrees to hold Buyer harmless from any such liability, subject to the Indemnity Limitations.

        Notwithstanding anything in this Agreement to the contrary, if Seller provides Buyer with so-called “buyers insurance” reasonably acceptable to Buyer that, in the reasonable discretion of Buyer, provides Buyer with protection covering the Seller’s indemnity obligations with respect to breaches of the Seller’s representations and warranties substantially the same as the protection provided to Buyer hereunder, the parties hereto agree to amend this Agreement such that the Buyer shall not be entitled to any indemnification of any kind as a result of the Seller’s breach of its representations and warranties contained herein, and all representations and warranties of the Seller in this Agreement or in any other agreement or instrument contemplated hereby shall be deemed to have terminated as of the closing.

        P.    Operate in the Ordinary Course. From the date hereof until the closing date, Seller shall use its commercially reasonable efforts to operate, in all material respects, the Marsh Property in the ordinary course of business and substantially in the same manner as previously conducted.

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ARTICLE VIII

DISPOSITION OF EARNEST MONEY DEPOSIT

Intentionally Omitted.

ARTICLE IX

MISCELLANEOUS AGREEMENTS

        A.     This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

        B.     Each party agrees to do all things and take all actions, execute and deliver all such other documents and instruments which shall be reasonably requested to carry out the provisions of this Agreement. Execution of documents in duplicate or by facsimile signature shall be the same as execution of the original documents.

        C.     Any notices hereunder shall be in writing and shall be given by registered or certified mail, facsimile message, or Federal Express or other nationally recognized overnight delivery service. Any notice shall be deemed given upon the earlier of the date when received at, or the fifth day after the date when sent by registered or certified mail or the day after the date when sent by Federal Express or facsimile to, the address or facsimile number set forth below, unless such address or facsimile number is changed by written notice to the other parties in accordance with this Agreement:

Seller: Northland Cranberries, Inc.
2930 Industrial Street
Wisconsin Rapids, WI 54495-3237
Attention: John Swendrowski
Facsimile: (715) 422-6844

With a copy to:

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, IL 60601
Attn: Douglas C. Gessner
Facsimile: (312) 861-2200

Buyer: ___________________________________
___________________________________
___________________________________

        D.     Each party to this Agreement shall pay its own costs and expenses relating to the transaction including, but not limited to, all attorneys’ fees.

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        E.     This Agreement is made under and shall be construed in accordance with the laws of the State of Wisconsin without regard to principles of conflicts of law. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT OF ITS, HIS OR HER OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

        F.     This Agreement and the rights assigned to the Buyer under the assignment of the Option Agreement, if it was assigned to Buyer, and if the Option Agreement was not assigned, the Option Agreement, represent the entire Agreement of the parties with respect to the property subject hereto, any and all agreements entered into prior hereto are revoked and superseded by this Agreement, and no representations, warranties, inducements or other agreements have been made by any of the parties except as expressly set forth herein. This Agreement may not be changed, modified or rescinded except in writing signed by the parties hereto and any attempt at oral modification of this Agreement shall be void and have no effect.

        G.     No Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT 1. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER IS TRANSFERRING THE PURCHASED ASSETS “AS IS, WHERE IS AND WITH ALL FAULTS” AND 2. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH HEREIN NEITHER SELLER NOR ANY OTHER PERSON IS MAKING, AND BUYER IS NOT RELYING ON, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING ANY OF THE MARSH PROPERTY OR PERSONAL PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO BUYER BY SELLER OR ANY OTHER PERSON OR OTHERWISE OBTAINED BY BUYER CONCERNING ANY OF THE MARSH PROPERTY OR PERSONAL PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.

        IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

BUYER:

______________________________________

______________________________________

By:____________________________________

Name:__________________________________

Title:___________________________________

SELLER:

NORTHLAND CRANBERRIES, INC.,

a Wisconsin corporation

By:____________________________________

Name:__________________________________

Title:___________________________________

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Exhibit A

Marsh Property Description

Exhibit B

Personal Property