##### 








---



##### 



Table of Contents
 PageARTICLE I SALE AND PURCHASE TRANSACTIONS
    
    
    1Section 1.1
    
    Sale and Purchase of Cash Assets
    
    
    1Section 1.2
    
    Transfer of Timber LLC Assets
    
    
    2Section 1.3
    
    Transfer of Cash Assets to Buyer Affiliate
    
    
    3Section 1.4
    
    Timber LLC Interests
    
    
    3Section 1.5
    
    Excluded Assets
    
    
    3Section 1.6
    
    Permitted Exceptions
    
    
    4Section 1.7
    
    Assumed Liabilities; Excluded Liabilities.
    
    
    6ARTICLE II PURCHASE PRICE; PAYMENT
    
    
    8Section 2.1
    
    Purchase Price
    
    
    8Section 2.2
    
    Allocation of Purchase Price
    
    
    8Section 2.3
    
    Purchase Price Adjustments
    
    
    9Section 2.4
    
    Apportionments
    
    
    16Section 2.5
    
    Payment of Closing Purchase Price
    
    
    16ARTICLE III CLOSING
    
    
    17Section 3.1
    
    Closing
    
    
    17Section 3.2
    
    Closing Deliveries
    
    
    17Section 3.3
    
    Possession
    
    
    20Section 3.4
    
    Costs and Expenses
    
    
    20ARTICLE IV ACKNOWLEDGEMENTS BY THE BUYING PARTIES
    
    
    21Section 4.1
    
    Disclaimer of Certain Representations
    
    
    21Section 4.2
    
    General Disclaimers
    
    
    21Section 4.3
    
    Waiver and Release
    
    
    22Section 4.4
    
    No Reliance
    
    
    22ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER AS TO STATUS
    
    
    22Section 5.1
    
    Organization
    
    
    23Section 5.2
    
    Qualification
    
    
    23Section 5.3
    
    Authority
    
    
    23Section 5.4
    
    No Violation
    
    
    23Section 5.5
    
    Governmental Consents and Approvals
    
    
    24Section 5.6
    
    Litigation
    
    
    24Section 5.7
    
    Taxes
    
    
    24Section 5.8
    
    Contracts
    
    
    25Section 5.9
    
    Continuing Agreements
    
    
    25
 (i)




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Table of Contents
 PageARTICLE VI REPRESENTATIONS AND WARRANTIES OF SELLER RELATED TO THE TIMBERLANDS
    
    
    25Section 6.1
    
    Timber LLCs
    
    
    25Section 6.2
    
    Compliance with Laws
    
    
    26Section 6.3
    
    Condemnations
    
    
    26Section 6.4
    
    Timberland Leases, Licenses and Real Property Leases
    
    
    26Section 6.5
    
    Matters Relating to the Environmental Condition of the Timberlands
    
    
    26ARTICLE VII REPRESENTATIONS AND WARRANTIES OF SELLER RELATED TO THE OTHER PURCHASED ASSETS
    
    
    27Section 7.1
    
    Collective Bargaining Agreements
    
    
    27Section 7.2
    
    Labor Matters
    
    
    27Section 7.3
    
    Ownership of Purchased Personal Assets
    
    
    27Section 7.4
    
    Employee Benefit Plans
    
    
    27ARTICLE VIII REPRESENTATIONS AND WARRANTIES OF PARENT
    
    
    28Section 8.1
    
    Organization
    
    
    28Section 8.2
    
    Qualification
    
    
    28Section 8.3
    
    Authority
    
    
    28Section 8.4
    
    No Violation
    
    
    28Section 8.5
    
    Governmental Consents and Approvals
    
    
    29Section 8.6
    
    Litigation
    
    
    29Section 8.7
    
    Investment Purpose
    
    
    30Section 8.8
    
    Tax Matters
    
    
    30Section 8.9
    
    Financing
    
    
    30ARTICLE IX ADDITIONAL AGREEMENTS RELATING TO THE PURCHASED ASSETS GENERALLY
    
    
    31Section 9.1
    
    Commercially Reasonable Efforts
    
    
    31Section 9.2
    
    Maintenance of Business
    
    
    32Section 9.3
    
    Public Announcements
    
    
    32Section 9.4
    
    Books and Records
    
    
    33Section 9.5
    
    Dispute Resolution
    
    
    34Section 9.6
    
    Required Consents
    
    
    35Section 9.7
    
    Continuing Agreements
    
    
    36Section 9.8
    
    Formation of Timber LLCs
    
    
    36ARTICLE X ADDITIONAL AGREEMENTS RELATING TO THE TIMBERLANDS
    
    
    36Section 10.1
    
    Right of Entry
    
    
    36Section 10.2
    
    Permits and Licenses
    
    
    37
 (ii)




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Table of Contents
 PageSection 10.3
    
    Environmental Matters
    
    
    37Section 10.4
    
    Conservation Matters
    
    
    37Section 10.5
    
    Certain Employee Hunting Leases
    
    
    38Section 10.6
    
    Reserved Rights and Interests
    
    
    38Section 10.7
    
    Certain Easements
    
    
    39Section 10.8
    
    Title Insurance Matters
    
    
    40Section 10.9
    
    Transfer of Timber LLC Assets
    
    
    40Section 10.10
    
    No Transfers
    
    
    41Section 10.11
    
    Tax Matters
    
    
    41Section 10.12
    
    Note Document Assistance
    
    
    42Section 10.13
    
    Financing
    
    
    42ARTICLE XI HUMAN RESOURCES MATTERS
    
    
    44Section 11.1
    
    Anti-Solicitation
    
    
    44Section 11.2
    
    Transferred Employees
    
    
    44Section 11.3
    
    Severance Matters
    
    
    44Section 11.4
    
    Benefit Plans
    
    
    45Section 11.5
    
    Savings Plan Rollover
    
    
    45Section 11.6
    
    Accrued Vacation
    
    
    46Section 11.7
    
    Certain Benefits and Claims
    
    
    46ARTICLE XII CONDITIONS PRECEDENT
    
    
    46Section 12.1
    
    Conditions to Obligations of Each Party to Close
    
    
    46Section 12.2
    
    Conditions to Obligations of the Buying Parties to Close
    
    
    47Section 12.3
    
    Conditions to Obligations of Seller
    
    
    47ARTICLE XIII SURVIVAL; INDEMNIFICATION
    
    
    48Section 13.1
    
    Survival
    
    
    48Section 13.2
    
    Sellers Obligation to Indemnify for Excluded Liabilities
    
    
    48Section 13.3
    
    Parents Obligation to Indemnify for Assumed Liabilities
    
    
    49Section 13.4
    
    Indemnification for Breaches of Representations and Warranties
    
    
    49Section 13.5
    
    Procedures for Claims and Satisfaction
    
    
    50Section 13.6
    
    Certain Rules
    
    
    52Section 13.7
    
    Exclusive Remedy
    
    
    53ARTICLE XIV TERMINATION AND ABANDONMENT
    
    
    53Section 14.1
    
    Termination
    
    
    53Section 14.2
    
    Effect of Termination
    
    
    54ARTICLE XV GENERAL PROVISIONS
    
    
    55Section 15.1
    
    Notice
    
    
    55Section 15.2
    
    Legal Holidays
    
    
    56
 (iii)




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Table of Contents
 PageSection 15.3
    
    Further Assurances
    
    
    56Section 15.4
    
    Assignment; Binding Effect
    
    
    56Section 15.5
    
    Entire Agreement
    
    
    56Section 15.6
    
    Amendment; Waiver
    
    
    56Section 15.7
    
    Confidentiality
    
    
    57Section 15.8
    
    No Third Party Beneficiaries
    
    
    57Section 15.9
    
    Severability of Provisions
    
    
    57Section 15.10
    
    Governing Law
    
    
    57Section 15.11
    
    Counterparts
    
    
    58Section 15.12
    
    Captions
    
    
    58Section 15.13
    
    Construction
    
    
    58Section 15.14
    
    Reimbursement of Legal Fees
    
    
    58Section 15.15
    
    Specific Performance
    
    
    59ARTICLE XVI DEFINITIONS
    
    
    59
 (iv)




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##### 



SCHEDULES AND EXHIBITS
 Schedule A
    
    Other Buying PartiesSchedule B
    
    Timber LLCs and Timber LLC InterestsSchedule C-1
    
    Determination of Estimated Timber Adjustment ValueSchedule C-2
    
    Determination of Net Timber Adjustment ValueSchedule D
    
    Sellers KnowledgeExhibit A-1
    
    Form of Parent Instrument of AssumptionExhibit A-2
    
    Form of Timber LLC Instrument of AssumptionExhibit B
    
    Adjustment ValuesExhibit C
    
    Form of Timber NoteExhibit D-1
    
    Form of General Assignment and Assumption of LeasesExhibit D-2
    
    Form of General Timber LLC Assignment and AssumptionExhibit D-3
    
    Form of General Buyer Affiliate Assignment and AssumptionExhibit D-4
    
    Form of Assignment and Assumption of Timberland LeaseExhibit D-5
    
    Form of Assignment and Assumption of Real Property LeasesExhibit E-1
    
    Form of Statutory Warranty Deed (Alabama)Exhibit E-2
    
    Form of Limited Warranty Deed (Georgia)Exhibit E-3
    
    Form of Special Warranty Act of Sale (Louisiana)Exhibit E-4
    
    Form of Special Warranty Deed (Texas)Exhibit F
    
    Form of Bill of SaleExhibit G-1
    
    Form of Pulpwood Supply AgreementExhibit G-2
    
    Form of Sawtimber Supply AgreementExhibit G-3
    
    Form of Eastern Forest FSAExhibit G-4
    
    Form of Pulpwood Support AgreementExhibit G-5
    
    Form of Sawtimber Support Agreement
 (v)




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SCHEDULES AND EXHIBITS
 Exhibit H
    
    Form of Title AffidavitsExhibit I
    
    Form of Assignment of Timber LLC InterestsExhibit J
    
    [Intentionally Omitted]Exhibit K
    
    [Intentionally Omitted]Exhibit L
    
    Form of Buyer Amended and Restated
Limited Liability Company AgreementExhibit M
    
    2007 Harvest PlanExhibit N
    
    [Intentionally Omitted]Exhibit O
    
    Timber Note Indicative Terms
 (vi)




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##### 



PURCHASE AGREEMENT
 Agreement Seller Parent Schedule A Buyer Buyers Buyer Affiliate Other
Buying Parties
      ARTICLE I
SALE AND PURCHASE TRANSACTIONS
 Sale and Purchase of Cash Assets Cash
Assets i Section 1.1(1) Purchased Personal
Assets ii iii




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##### 



Section 1.1(2) Personal Property Leases
 Transfer of Timber LLC Assets Timber LLC Assets
 Owned Timberlands Section 1.2(a)(1) i ii iii iv v Owned Timberlands provided however w Section 1.2(a)(2) x y z
 Leasehold Interests Section 1.2(b) Timberland
Leases i ii iii Leasehold Interests
 Licenses i ii Section 1.2(c) Licenses
 Purchased Contracts i ii Section
1.2(d) Purchased Contracts
 -2-




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##### 



Real Property Leases i Section 1.2(e)(1) Section 1.2(e)(2) ii Real Property Leases
 Purchased Condemnations Section 1.2(f) Purchased Condemnations
 Transfer of Cash Assets to Buyer Affiliate Buyer Affiliate Assets
 Timber LLC Interests Schedule B Schedule B Timber LLC Interests
 Excluded Assets Excluded Assets
 Section 1.5(a)
    Section 1.5(e)
 -3-




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Permitted Exceptions Permitted Exceptions
         Section 1.6(e)
  -4-




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##### 



Section 1.6(o)
      -5-




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##### 



Section 1.6(u)
  Assumed Liabilities; Excluded Liabilities
 Assumed Liabilities Exhibit A-1 Parent Instrument of Assumption Assumed Liabilities
 Timber LLC Assumed Liabilities Exhibit A-2 Timber LLC Instrument of Assumption Timber LLC Assumed Liabilities
 -6-




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##### 



Excluded Liabilities i A B ii Section 1.7(c) A Section 5.6 B iii iv v vi vii Section 5.8 viii A B Excluded Liabilities
 Certain Environmental Matters
 -7-




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##### 



ARTICLE II
PURCHASE PRICE; PAYMENT
 Purchase Price Pre-Adjustment Purchase Price Purchase Price
 Allocation of Purchase Price
 Pre-Adjustment Purchase Price Allocation i ii
 Adjusted Purchase Price Allocation i Installment Note Purchase Price Allocation ii Cash Purchase Price
Allocation Purchase Price Allocation Timber Price Land Price
 -8-




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##### 



provided however
 Binding Effect i ii iii
 Purchase Price Adjustments
 Timber Harvest Adjustment
 Pre-Closing Timber Harvest Adjustment Estimated Harvest Report Estimated Harvest Amount Timber Adjustment Period
 -9-




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##### 



Schedule C-1
 Post-Closing Timber Harvest Adjustment
 Actual Harvest Report Actual Harvest
Amount Objection Notice
  Schedule C-2
 -10-




---



##### 



Schedule C-2
 Parent Title Objections
 x y z Title Objection Period provided however Parent Title
Objection Parent Title Objections A Title Basket
Amount provided however
 -11-




---



##### 



Monetary Liens provided however
 Remedy for Title Failure Title Failure Carveout Section 2.3(b)(ii) Section
2.3(b)(ii)
 -12-




---



##### 



Remedy for Parent Title Objection A 1 Accepted Parent Title Objections 2 x y B Title Objection Carveout provided however x y
 FMV Calculation Exhibit B
 -13-




---



##### 



Exhibit
B
 Post-Closing Cure A B 1 2 provided however
 Casualty Loss
 Notification of Casualty Loss th
 -14-




---



##### 



Purchase Price Adjustment for Casualty Loss Casualty Loss Basket
 Casualty Loss with FMV of less than the Casualty Loss Basket
 -15-




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##### 



Determination of FMV of Timber Related to a Casualty Loss Exhibit B
 Adjustment of Fiber Supply Agreements
 Apportionments i ii iii iv Apportionments
 Payment of Closing Purchase Price
 -16-




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##### 



Installment Note Purchase Price Exhibit C Timber Note Timber Notes Letter of Credit Letters of Credit
 Cash Purchase Price i ii iii
 ARTICLE III
CLOSING
 Closing Closing Closing Date Effective Time
 Closing Deliveries
 Closing Deliveries by Seller
 -17-




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##### 



A Exhibit D-1 General Assignment and Assumption B Exhibit D-2 General Timber
LLC Assignment and Assumption C Exhibit D-3 General Buyer Affiliate Assignment and Assumption
 Exhibit D-4 Assignment and Assumption of Timberland
Lease
 Exhibit D-5 Assignment
and Assumption of Real Property Leases
 Exhibit E-1 Exhibit E-2 Exhibit E-3 Exhibit
E-4 Deeds
 Exhibit F
 Exhibit G-1 Pulpwood Supply
Agreement Exhibit
G-2 Sawtimber Supply Agreement
 -18-




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##### 



Exhibit G-3 Eastern Forest FSA Fiber Supply Agreements Exhibit G-4 Pulpwood Support Agreement Exhibit G-5 Sawtimber Support Agreement Support Agreements
  Exhibit H
 Exhibit
I Assignment of Timber LLC Interests
    Closing Deliveries by Buying Parties
     -19-




---



##### 



Other Closing Deliveries
 Possession
 Costs and Expenses
 -20-




---



##### 



Transfer Taxes
 ARTICLE IV
ACKNOWLEDGEMENTS BY THE BUYING PARTIES
 Disclaimer of Certain Representations i ii iii iv v vi vii
 General Disclaimers I II
 -21-




---



##### 



Waiver and Release
 No Reliance
 ARTICLE V
REPRESENTATIONS AND WARRANTIES OF SELLER AS TO STATUS
 Sellers Disclosure
Letter
 -22-




---



##### 



Organization
 Seller i ii Ancillary
Agreements iii
 Timber LLCs i ii iii
 Qualification
 Seller
 Timber LLCs
 Authority
 No Violation i
 -23-




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##### 



ii Section 5.8 iii iv
 Governmental Consents and Approvals i Section 5.5 ii A B C
 Litigation
 Pending Matters Section 5.6(a) i A B ii
 Adverse Judgments
 Taxes i
 -24-




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##### 



ii
 Contracts Section 5.8 i A B ii A B iv
 Continuing Agreements Section 5.9 Section 5.9
 ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF SELLER RELATED
TO THE TIMBERLANDS
  Timber LLCs
 -25-




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##### 



Compliance with Laws
 Condemnations Section 1.2(f)
 Timberland Leases, Licenses and Real Property Leases Section 6.4 i ii iii iv
 Matters Relating to the Environmental Condition of the Timberlands Section 6.5
 -26-




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##### 



ARTICLE VII
REPRESENTATIONS AND WARRANTIES OF SELLER RELATED
TO THE OTHER PURCHASED ASSETS
  Collective Bargaining Agreements
 Labor Matters
 Controversies Section 7.2(a) i ii iii
 Eligible Employees Section 7.2(b) Eligible
Employees
 Ownership of Purchased Personal Assets
 Employee Benefit Plans Section 7.4
 -27-




---



##### 



ARTICLE VIII
REPRESENTATIONS AND WARRANTIES OF PARENT
  Organization i ii iii
 Qualification
 Authority
 No Violation i
 -28-




---



##### 



ii iii iv
 Governmental Consents and Approvals i ii iii iv
 Litigation
 -29-




---



##### 



Investment Purpose
 Investment Representations Schedule B i ii
 No Transfers
 Tax Matters
 Financing
 Equity Commitment Letters Equity Commitment
Letter Equity
Funding Side Letter
 Debt Commitment Letter Lenders Debt Commitment Letter Debt Financing
 Validity i
 -30-




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##### 



ii
 Compliance
 Solvency i ii
 ARTICLE IX
ADDITIONAL AGREEMENTS RELATING TO THE
PURCHASED ASSETS GENERALLY
 Commercially Reasonable Efforts
 General
    -31-




---



##### 



Certain Filings
 Cooperation
 Maintenance of Business
 provided however
  Public Announcements
 No Recording
 -32-




---



##### 



Certain Disclosures provided however
 Books and Records
 Delivery Books and Records provided however i ii iii
 Access i ii
 -33-




---



##### 



Dispute Resolution
 Initial Discussions Dispute Party Executive
 Evidentiary Status provided however
 Forebearance provided however
 Litigation
 -34-




---



##### 



Enforcement
 Required Consents
 provided however
 Section 9.6 provided however
 -35-




---



##### 



Continuing Agreements Continuing Agreements provided however
 Formation of Timber LLCs
 ARTICLE X
ADDITIONAL AGREEMENTS RELATING TO THE TIMBERLANDS
 Right of Entry
 General; Certain Limitations provided however i ii iii
 -36-




---



##### 



Disclosure of Results
 Insurance
 Permits and Licenses
 Environmental Matters Section 10.3 Phase I
Report Phase I Reports i ii iii
 Conservation Matters Distinctive Sites Section 10.4(1) Distinctive Site Management
Plan
 -37-




---



##### 



Section 10.4(2) Section 10.4(3) Habitat Conservation Plans
 Certain Employee Hunting Leases Section 10.5 Employee Hunting
Leases
 Reserved Rights and Interests
 -38-




---



##### 



Certain Easements
 Easement Title
 Post-Closing Reserved Easements Post-Closing Reserved Easement
 Post-Closing Buyer Easement Post-Closing Buyer Easement
 -39-




---



##### 



No Interference
 Title Insurance Matters
 Title Commitments and Policies Title Commitment Title Commitments Title
Policies
 No Surveys
 Title Expenses
 Transfer of Timber LLC Assets Schedule B provided however
 -40-




---



##### 



No Transfers
 Timber LLC Interests
 Buyer Interests i ii i ii
 Compliance with Transaction Documents
 Mortgage Liens
 Tax Matters i ii
 -41-




---



##### 



Note Document Assistance
 Further Assurances i Note Documents ii
 Cooperation Note Parties i) ii
 Financing
 Debt Financing
 -42-




---



##### 



Equity Funding
 Letters of Credit L/C Amount i L/C Commitment Letter ii iii iv
 -43-




---



##### 



ARTICLE XI
HUMAN RESOURCES MATTERS
 Anti-Solicitation
 Transferred Employees i ii iii Transferred
Employee Transferred Employees x y z
 Severance Matters Section 11.3
 -44-




---



##### 



Benefit Plans Parent Plans i ii provided however x y
 Savings Plan Rollover i Savings Plan ii Seller Savings
Plan
 -45-




---



##### 



Accrued Vacation
 Certain Benefits and Claims i ii provided however
 ARTICLE XII
CONDITIONS PRECEDENT
 Conditions to Obligations of Each Party to Close
 Waiting Periods
 No Injunction
 No Investigation
 No Extraordinary Casualty Loss
 -46-




---



##### 



Conditions to Obligations of the Buying Parties to Close
  Representations and Warranties
 Agreements and Covenants
 Seller Deliveries
 Title Commitments.
 Conditions to Obligations of Seller
  Representations and Warranties
 Agreements and Covenants
 Deliveries
 -47-




---



##### 



Limited Liability Company Agreements Exhibit L
 Title Policies
 Letters of Credit
 ARTICLE XIII
SURVIVAL; INDEMNIFICATION
 Survival i ii provided however Indemnity Period
 Sellers Obligation to Indemnify for Excluded Liabilities Buyer Indemnitees i ii iii iv v Schedule B vi
 -48-




---



##### 



vii provided however
 Parents Obligation to Indemnify for Assumed Liabilities Seller Indemnitees i ii iii iv v vi
 Indemnification for Breaches of Representations and Warranties
 Obligation to Indemnify i ii provided however
 Certain Limitations
 Time Limitations Indemnified Party
 -49-




---



##### 



Indemnifying Party
 Basket A Minimum Claim Amount B Basket
Amount
 Knowledge
 Procedures for Claims and Satisfaction
 Notice of Claim
 Defense of Third Party Claims
 Generally Third Party Claim provided however Notice of Defense
 -50-




---



##### 



Control of Defense
 General Limitations
 Insurance Recoveries
 Tax Benefit
 -51-




---



##### 



Cap
 Notice of Fixed Loss
 Satisfaction of Indemnification Obligation provided however
 Certain Rules
 Adjustment to Purchase Price -52-
        Definition of Loss i ii provided however
 No Limitation
 Exclusive Remedy
 ARTICLE XIV
TERMINATION AND ABANDONMENT
 Termination
  provided however Termination Date provided further
 -53-




---



##### 



Effect of Termination Termination Fee provided however
 -54-




---



##### 



ARTICLE XV
GENERAL PROVISIONS
 Notice
  
  
  
  
   -55-




---



##### 



Legal Holidays legal holiday
 Further Assurances
 Assignment; Binding Effect i ii provided however
 Entire Agreement
 Amendment; Waiver
 -56-




---



##### 



Confidentiality
 No Third Party Beneficiaries
 Severability of Provisions
 Governing Law
 I , II III -57-
        I II III IV
 Counterparts
 Captions
 Construction
 Reimbursement of Legal Fees
 -58-




---



##### 



i A B ii
 Specific Performance
 ARTICLE XVI
DEFINITIONS
  2007 Harvest Plan Exhibit M
 Accepted Parent Title Objection
 Actual Aggregate Excess Harvest Value Schedule
C-2
 Actual Aggregate Reduced Harvest Value Schedule
C-2
 Actual Excess Harvest Schedule C-2
 Actual Excess Harvest Value Schedule C-2
 Actual Harvest Amount
 Actual Harvest Report
 Actual Reduced Harvest Schedule C-2
 Actual Reduced Harvest Value Schedule C-2
 -59-




---



##### 



Actual Timber Adjustment Value Schedule C-2
 Adverse Environmental Condition
 Affiliate
 Agreement
 Ancillary Agreements
 Apportionments
 Assignment and Assumption of Real Property Leases
 Assignment and Assumption of Timberland Lease
 Assignment of Timber LLC Interests
 Assumed Liabilities
 Basket Amount
 Books and Records
 Buyer
 Buyer Affiliate
 Buyer Affiliate Assets
 Buyer Easements
 Buyer Indemnitees
 Buying Parties Buying Party
 Cash Assets
 -60-




---



##### 



Cash Purchase Price
 Cash Purchase Price Allocation
 Casualty Loss
 Casualty Loss Basket
 Claims
 Closing
 Closing Date
 Closing Purchase Price
 Code
 Commitment Letters
 Completed Title Commitment
 Condemnation
 Confidentiality Agreement
 Conservation Block
 Continuing Agreements
 -61-




---



##### 



Contract
 Conveyance Instruments i ii
 Credit Enhancement Banks
 Debt Commitment Letter
 Debt Financing
 Deeds
 Dispute
 Distinctive Site Management Plan
 Distinctive Sites
 Drilling and Other Operations
     -62-




---



##### 



Eastern Forest FSA
 Effective Time
 Eligible Employees
 Environmental Laws
 Environmental Matters i ii
 Equity Commitment Letter
 Equity Funding
 ERISA
 Estimated Aggregate Excess Harvest Value Schedule
C-1
 Estimated Aggregate Reduced Harvest Value Schedule
C-1
 Estimated Excess Harvest Schedule C-1
 Estimated Excess Harvest Value Schedule C-1
 -63-




---



##### 



Estimated Harvest Amount
 Estimated Reduced Harvest Schedule C-1
 Estimated Reduced Harvest Value Schedule C-1
 Estimated Timber Adjustment Value Schedule C-1
 Excluded Assets
 Excluded Liabilities
 Fiber Supply Agreements
 Forestry Consultant
 General Assignment and Assumption
 General Buyer Affiliate Assignment and Assumption
 General Timber LLC Assignment and Assumption
 Governmental Authority
 Habitat Conservation Plans
 Harvest Range
 Hazardous Substances i et seq ii et seq iii et seq iv et seq v et seq vi et seq vii
 -64-




---



##### 



HSR Act
 Income Tax Income Taxes i ii iii iv
 Indemnified Party
 Indemnifying Party
 Indemnity Period
 Installment Note Purchase Price
 Installment Note Purchase Price Allocation
 L/C Amount
 L/C Commitment Letter
 Land Price
 Landowner
 Law
 Leasehold Interests
 Lenders
 Letter of Credit
 Licenses
 -65-




---



##### 



Lien
 Master Stumpage Agreement
 Material Adverse Effect provided however
 Merchantable Timber Category
 Minerals
        -66-




---



##### 



Mineral Rights
     A B C
  A B C D
  Minimum Claim Amount
 Monetary Liens
 Note Documents
 Note Parties
 -67-




---



##### 



Notice of Defense
 Objection Notice
 Other Buying Parties
 Owned Timberlands
 Parent
 Parent Instrument of Assumption
 Parent Title Objection
 Parents Disclosure Letter
 Partially Completed Title Commitment
 Parties Party
 Party Executive
 Permitted Exceptions
 Person
 Personal Property Leases
 Phase I Report
 Phase II Report
 Plans
 Post-Closing Buyer Easement
 Post-Closing Reserved Easement
 Pre-Adjustment Purchase Price
 -68-




---



##### 



Pre-Closing Tax Period
 Prime Rate The Wall Street Journal.
 Pulpwood Supply Agreement
 Pulpwood Support Agreement
 Purchase Price
 Purchase Price Allocation
 Purchased Assets
 Purchased Condemnations
 Purchased Contracts
 Purchased Personal Assets
 Real Property Leases
 REC
 Regulatory Law i ii iii
 Reserved Easements Section 1.2(a)(2)
 Reserved Groundwater Nonparticipating Royalty Interest Exhibit E-4
 -69-




---



##### 



Reserved Mineral Interests and Rights
 Reserved Mineral Records
 Reserved Water Rights i A B ii
 Rights Incident to Minerals and Mineral Rights
   -70-




---



##### 



Savings Plan
 Sawtimber Supply Agreement
 -71-




---



##### 



Sawtimber Support Agreement
 SEC
 Seller
 Seller Indemnitees
 Seller Savings Plan
 Seller SEC Documents
 Sellers Disclosure Letter
 Sellers Knowledge Schedule D
 Subsidiary i ii
 Substitute Designee
 Supply Designee
 Support Agreements
 Surface Mining Operations
 Tax Taxes
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Tax Authority
 Tax Return
 Termination Date
 Termination Fee
 Third Party Claim
 Timber LLC Schedule B Timber
LLCs
 Timber LLC Assets
 Timber LLC Assumed Liabilities
 Timber LLC Instrument of Assumption
 Timber LLC Interests
 Timber Note
 Timber Price
 Timber Note Indicative Terms Exhibit O
 Timberland Leases
 Timberland Segments Timberland Segment
 Timberlands
 Title Basket Amount
 Title Commitment
 Title Company
 Title Failure i A B
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ii A B
 Title Failure Carveout
 Title Objection Carveout
 Title Objection Period
 Title Policies
 Transaction Documents
 Transfer Taxes
 Transferred Employees
 Treasury Regulations
 Water Rights i ii
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TIN INC.By:Name:Title:CAMPBELL/SOUTHERN PARENT, LLCBy:Name:Title:CAMPBELL/SOUTHERN BUYER, LLCBy:Name:Title:CAMPBELL/SOUTHERN BUYER AFFILIATE, LLCBy:Name:Title:
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