**Exhibit 10.22**

 

**EXECUTIONCOPY**

 

**STUMPAGEAGREEMENT**

 

 

**Between**

 

 

**SCIOTOLAND COMPANY, LLC**

 

 

**and**

 

 

**CHILLICOTHEPAPER INC.**

 

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**STUMPAGEAGREEMENT**

 

ThisAgreement is made as of December 16, 2005, by and between Scioto LandCompany, LLC, a Delaware limited liability company (“Seller”), and ChillicothePaper Inc., a Delaware corporation (“Buyer”).

 

**Recitals**

 

Sellerdesires to sell and Buyer desires to purchase, on the terms and conditionshereinafter set forth, certain quantities and types of wood fiber located oncertain timberlands owned by Seller.

 

Therefore,in consideration of the mutual covenants and agreements set forth herein, theparties hereto agree as follows:

 

**Agreement**

 

# 1.             Definitions.  For the purposes of this Agreement the capitalizedterms set forth below shall have the meanings set forth after them.

#  

## 1.1           “Affiliate”shall mean with respect to any Person, any Person controlling, controlled by,or under common Control with, such Person.

##  

## 1.2           “AnnualBuyer Harvesting Notice” shall mean a written notice from Buyer to Seller to begiven not later than October 1 of each Harvesting Year during the Term ofthis Agreement (beginning with Harvesting Year 2007) specifying which of theActual Designated Tracts Buyer will harvest during the upcoming calendar year.

##  

## 1.3           “AnnualPurchase Amount” shall mean (a) for each Harvesting Year from January 1,2006 through the Harvesting Year beginning January 1, 2010, a minimum ofTwo

 

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## HundredNinety-Four Thousand (294,000) tons of Qualifying Timber; (b) for eachHarvesting Year from January 1, 2011 through the Harvesting Year beginningJanuary 1, 2016, a minimum of Two Hundred Thirty-Five Thousand (235,000)tons of Qualifying Timber; and (c) to the extent Buyer exercises itsoption to extend the Term pursuant to Section 9.2 below, for eachHarvesting Year from January 1, 2017 through the Harvesting Year beginningJanuary 1, 2019, a minimum of Two Hundred Five Thousand (205,000) tons ofQualifying Timber.

##  

## 1.4           “AnnualSeller Notice” shall mean the annual notice provided by Seller to Buyer inaccordance with the provisions of Section 3.1.2.1 of this Agreement.

##  

## 1.5           “ApplicableLaws” shall mean, with respect to any Person, all laws, ordinances, judgments,decrees, injunctions, writs, orders, rules, regulations, determinations,licenses and permits of any Governmental Authority applicable to or bindingupon such Person or any of its property.

##  

## 1.6           “BasePrice Adjustment Date” shall mean January 1, 2006 and each subsequentsecond anniversary following January 1, 2006 (ie - January 1, 2008, January 1,2010, etc...) during the Term of this Agreement.

##  

## 1.7           “BusinessDay” shall mean any day other than a Saturday, Sunday, or other day on which banks are authorized to be closed in Ohio.

##  

## 1.8           “Control”shall mean, with respect to any Person, the power to direct or cause thedirection of the management of such Person, directly or indirectly, whetherthrough the ownership of voting securities or otherwise.

##  

## 1.9           “Eventof Default” shall have the meaning set forth in Section 9.3 hereof.

##  

## 1.10         “FairMarket Timber Value” shall mean the then current fair market value of a Productas mutually determined by Buyer and Seller. If Buyer and Seller are unable to reach

 

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## mutualdetermination, then the applicable Fair Market Timber Value shall be determinedin accordance with the Fair Market Timber Value Mechanism.

##  

## 1.11         “FairMarket Timber Value Mechanism” shall mean the following procedure used todetermine the Fair Market Timber Value of each type of Qualifying Timber hereunder.  Either Seller or Buyer may initiatecommencement of the Fair Market Timber Value Mechanism by notice to the other(a “Mechanism Notice”).  Not later thanten (10) days following receipt of a Mechanism Notice, Seller and Buyershall agree on the Valuation Consultant. Not later than thirty (30) days following selection of the ValuationConsultant, each of Seller, Buyer and the Valuation Consultant shall submit tothe others not less than six (6) Qualifying Sales relating to the thenapplicable Fair Market Timber Value determination.  The Fair Market Timber Value of theQualifying Timber at issue shall be (a) the sum of (i) the averageprice per ton of all Qualifying Sales submitted by Seller, plus (ii) theaverage price per ton of all Qualifying Sales submitted by Buyer, plus (iii) theaverage price per ton of all Qualifying Sales submitted by the ValuationConsultant, (b) divided by three.

##  

## 1.12         “ForceMajeure Event” shall mean any act, omission or circumstance occasioned by orresulting from any acts of God, acts of the public enemy, wars, blockades,insurrections, riots, epidemics, infestation, disease, landslides, lightning,earthquakes, tornadoes, windstorms, volcanoes, fires, storms, floods,disasters, civil disturbances, explosions, sabotage, governmental actions, thefailure to act of any Governmental Authority, strikes or other labor disputes,failures or partial failures of any equipment, failure of transportation,adverse financial or market conditions, or an involuntary ceasing of operationsat the Mill for a minimum of thirty (30) consecutive days, or any other eventsor circumstances not within the control of a party hereto which prevents suchparty from

 

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## performingits obligations hereunder; provided, however, that “Force Majeure Event” shallnot include (i) a party’s financial inability to perform, or (ii) anact, omission or circumstance arising from the negligence or willful misconductof the party claiming that a Force Majeure Event has occurred.

##  

## 1.13         “GovernmentalAuthority” shall mean any federal, state, local or foreign government,political subdivision, agency, board, court, regulatory body or commission, anyarbitrator with authority to bind a party at law, or any Person acting lawfullyon behalf of any of the foregoing.

##  

## 1.14         “HardwoodPulpwood” shall mean pulpwood from hardwood species of timber.

##  

## 1.15         “HardwoodStringer Product Price” shall mean the per ton price for Hardwood Stringers asset forth on Schedule 1.15 attached hereto (the “Base Price”) adjusted upor down beginning January 1, 2006 on a quarterly basis pursuant to theprice adjustment mechanism set forth in said Schedule 1.15.  On each Base Price Adjustment Date during theTerm of this Agreement, the Base Price for Hardwood Stringers shall be adjustedto equal the Fair Market Timber Value for such Product on the applicable BasePrice Adjustment Date.

##  

## 1.16         “HardwoodStringers” shall mean timber meeting the specifications for the same set forthon Schedule 1.29.

##  

## 1.17         “HarvestingPlan” shall mean a description of the type of harvest (such as clear cuts orthins), together with diameter limits and residual basal area, as applicable.

##  

## 1.18         “HarvestingYear” shall mean the period from December 17, 2005 through December 31,2005 for calendar year 2005 and January 1 through December 31 of eachyear thereafter during the Term of this Agreement.

 

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## 1.19         “MarketRegion” shall mean all areas which are located within one hundred twenty (120)miles of the Mill.

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## 1.20         “MechanismNotice” shall have the meaning set forth in Section 1.11 hereof.

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## 1.21         “Mill”shall mean Buyer’s pulp and paper mill located in Chillicothe, Ohio.

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## 1.22         “Person”means any individual, corporation, partnership, limited liability company,joint venture, association, joint-stock company, trust, unincorporated organizationor Governmental Authority.

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## 1.23         “PreliminaryDesignated Tract” shall have the meaning set forth in Section 3.1.2.1hereof.

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## 1.24         “Product”shall mean the individual types of Timber listed in Section 1.33 below.

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## 1.25         “ProductPrice” shall mean the Pulpwood Product Price or the Hardwood Stringer ProductPrice, as applicable.

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## 1.26         “Pulpwood”shall mean Hardwood Pulpwood and Softwood Pulpwood.

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## 1.27         “PulpwoodProduct Price” shall mean the per ton price for each Product as set forth on Schedule 1.27(a) (the“Base Price”) adjusted up or down first on January 1, 2008 and again oneach Base Price Adjustment Date thereafter so that the applicable PulpwoodPurchase Price shall be adjusted to equal the Fair Market Timber Value for suchProduct on the applicable Base Price Adjustment Date.

##  

## 1.28         “QualifyingSales” shall mean per unit (as opposed to lump sum) sales of the type ofQualifying Timber at issue made during the three calendar quarters immediatelyprior to the calendar quarter month period in which the applicable Base PriceAdjustment Date occurs (including sales that are subject to bona fideagreements with unaffiliated third parties, whether or not they have beenharvested during such three calendar quarter period), provided such sales

 

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## (i) are made within the Market Region, and (ii) involve notless than 1,000 tons of the type of Qualifying Timber at issue as to each suchsale.  Qualifying Sales shall excludesales of Qualifying Timber between Buyer and Seller under this Agreement.

##  

## 1.29         “QualifyingTimber” shall mean Timber which meets or exceeds the specifications set forthin Schedule 1.29 to this Agreement.

##  

## 1.30         “SMZ’s”shall mean StreamsideManagement Zones, designated as such by Seller, and any similar environmentallyprotected zones so designated during the Term of this Agreement.

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## 1.31         “SoftwoodPulpwood” shall mean the following types of Timber set forth in Schedule 1.29to this Agreement.

##  

## 1.32         “SustainableForest Practice Standards” shall mean practices substantially in compliance withstandards substantially similar to the Sustainable Forestry Initiative of theAmerican Forest and Paper Association (the “AF&PA”) and as that standardmay be modified by AF&PA from time to time.

##  

## 1.33         “Timber”shall mean the following types of timber now or hereafter located on theTimberlands set forth in Schedule 1.29 to this Agreement.

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## 1.34         “Timberlands”shall mean all timberland properties purchased by Seller from Escanaba TimberLLC on the date hereof and located in the State of Ohio and the Ohio Woodlandslocated in Greenup and Lewis Counties, Kentucky.

##  

## 1.35         “TMS”shall mean the publication known as Timber Mart-South, or in the event TMS isno longer published, a comparable publication mutually acceptable to Seller andBuyer.

##  

## 1.36         “ValuationConsultant” shall mean either Fountain Forestry of Portsmouth, Ohio orBalkenTier Consulting of Morgantown, West Virginia, or if such firms are nolonger in

 

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## existence,another reputable, professionally qualified Person meeting all of the followingcriteria.  Such person (i) is not anAffiliate of either Seller or Buyer, (ii) during the past two (2) yearshas not transacted substantial business with either Seller or Buyer, and (iii) doesnot have less than five (5) years experience relating to sales of Timberwithin the Market Region.  If Seller andBuyer are unable to agree within thirty (30) days, then an arbitrator selectedpursuant to Subsection 10(b) below shall select such reputable,professionally qualified Person meeting the foregoing criteria.  Seller and Buyer shall provide to theValuation Consultant such information as the Valuation Consultant shallreasonably request to facilitate the determinations to be made by the ValuationConsultant hereunder.

##  

# 2.             Agreement to Sell and Purchase.

#  

## 2.1           Quantitiesto be Sold and Purchased.  Subject tothe terms and conditions of this Agreement, Seller agrees to sell and Buyeragrees to purchase for each Harvesting Year during the Term of this Agreementall Qualifying Timber harvested from the Actual Designated Tracts (ashereinafter defined).

##  

## 2.2           RequiredProduct Mix.  With respect to theTimber to be purchased by Buyer hereunder, Seller shall make available to Buyerthe following product mix for each Harvesting Year during the Term of thisAgreement:

##  

2.2.1        2006– 2010.  For the Harvesting Yearsbeginning January 1, 2006 and ending December 31, 2010, the mix ofTimber Seller shall make available to Buyer shall be as follows:

 

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| (a)    | Hardwood Pulpwood:  |   | not less than 157,000 tons |
|--------|---------------------|--------|----------------------------|
|   |                |   |                       |
| (b)    | Softwood Pulpwood:  |   | not less than 86,000 tons  |
|   |                |   |                       |
| (c)    | Hardwood Stringers: |   | not less than 51,000 tons  |
|   |                |   |                       |
| (d)    | All Other Products: |   | no minimum requirement     |

 

2.2.2        2011– 2016.  For the Harvesting Yearsbeginning January 1, 2011 and ending December 31, 2016, the mix ofTimber Seller shall make available to Buyer shall be as follows:

 
| (a)    | Hardwood Pulpwood:  |   | not less than 82,000 tons  |
|--------|---------------------|--------|----------------------------|
|   |                |   |                       |
| (b)    | Softwood Pulpwood:  |   | not less than 125,000 tons |
|   |                |   |                       |
| (c)    | Hardwood Stringers: |   | not less than 28,000 tons  |
|   |                |   |                       |
| (d)    | All Other Products: |   | no minimum requirement     |

 

2.2.3        2017– 2019.  To the extent Buyerexercises its option to extend the Term pursuant to Section 9.2 below, forHarvesting Years beginning January 1, 2017 and ending December 31,2019, the mix of Timber Seller shall make available to Buyer shall be asfollows:

 
| (a)    | Hardwood Pulpwood:  |   | not less than 60,000 tons  |
|--------|---------------------|--------|----------------------------|
|   |                |   |                       |
| (b)    | Softwood Pulpwood:  |   | not less than 125,000 tons |
|   |                |   |                       |
| (c)    | Hardwood Stringers: |   | not less than 20,000 tons  |
|   |                |   |                       |
| (d)    | All Other Products: |   | no minimum requirement     |

 

## 2.3           Adjustmentsto Product Mix.  Seller and Buyeracknowledge and agree that either party may from time to time requestmodifications to the Product mix set forth above during any Calendar Year as aresult of its temporary inability to satisfy such Product mix due to adverse

 

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## weatheror other unanticipated conditions.  Solong as the aggregate total volume of all Products required to be delivered forthe Calendar Year is not reduced, and so long as the other party’s operationswould not be adversely affected in any material respect as a result thereof,each party agrees to grant such requests.

##  

# 3.             Designation of Tracts and Determination of Volumes.

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## 3.1           Designationof Tracts to Be Harvested.  Duringthe Term of this Agreement, Seller shall designate the portions of theTimberlands which Seller shall make available to Buyer for harvesting duringeach of the next two Harvesting Years.  Asufficient number of tracts shall be made available so as to satisfy theobligations of Seller herein to sell to Buyer and Buyer to purchase from Sellerthe applicable Annual Purchase Amount. Seller shall follow the procedure for designating such tractshereinafter set forth in this Section 3.

##  

3.1.1        InitialDesignation of Tracts to be Harvested.  Schedule 3.1.1 attached heretoand made a part hereof sets forth the portions of the Timberlands which Sellershall make available to Buyer for the Harvesting Year commencing January 1,2006 and the Harvesting Year commencing January 1, 2007.

 

3.1.2        SubsequentDesignation of Tracts to be Harvested.  For the Harvesting Year commencing January 1,2008, and for all subsequent Harvesting Years during the Term of thisAgreement, the portions of the Timberlands which Seller shall make availablefor harvesting shall be determined in accordance with the following procedure.

 

3.1.2.1     Designationof Potential Harvesting Areas.  On orbefore the October 1 prior to the applicable Harvesting Year (e.g. October 1,2007 for the Harvesting Year commencing January 1, 2008), Seller shalldesignate in a notice to Buyer those portions of the Timberlands which itproposes to make available to Buyer for harvesting during the subsequent

 

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two Harvesting Years (the “PreliminaryDesignated Tracts”).  To the extentpracticable and not inconsistent with the silvicultural and long-termmanagement objectives of Seller, the land which Seller designates as thePreliminary Designated Tracts shall be distributed relatively uniformly overthe four geographical quadrants (north, south, east and west) of theTimberlands, and Preliminary Designated Tracts will not contain Stringer stumpage frompreviously high-graded tracts harvested during the Term of this Agreement, andPreliminary Designated Tracts shall be offered to a buyer on a proportionatebasis with other purchasers of timber from the Timberlands (based on therelative volume of purchases by Buyer and such other purchasers) to allow Buyerthe opportunity for wet-weather harvesting.

 

3.1.2.2     Selectionof Actual Harvesting Areas.  Duringthe thirty (30) day period following receipt by Buyer of the applicable AnnualSeller Notice, Seller and Buyer shall meet to discuss any proposed modificationto the Preliminary Designated Tracts which may be reasonably requested byBuyer.  During such thirty (30) dayperiod, Buyer and Seller agree to review the applicable Harvesting Plan todetermine whether Seller has not made available, in Buyer’s reasonablejudgment, a sufficient number of Preliminary Designated Tracts with pine treesand, if Buyer so determines, the parties shall negotiate in good faith to reachagreement with respect to the number of such pine trees to be included in thePreliminary Designated Tracts.  To theextent the parties are unable to read agreement on the availability of pinetrees, any such dispute shall be settled in accordance with Section 10 ofthis Agreement. At the end of said thirty (30) day period, Seller shall notifyBuyer of the actual tracts which Buyer will harvest to satisfy the volumerequirements of this Agreement for the applicable Harvesting Year, taking intoaccount said proposed modifications reasonably requested by Buyer, to theextent

 

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practicable (the “ActualDesignated Tracts”), and Seller shall simultaneously therewith deliver to Buyera Harvesting Plan for each of the Actual Designated Tracts.

 

## 3.2           Boundaryand Timber Markings.  Within fifteen(15) Business Days prior to the scheduled commencement of harvesting activitieson the applicable Actual Designated Tract, Seller and Buyer will proceed withthe designation of boundary lines consistent with past practices ofMeadWestvaco Corporation, but Seller reserves the right to designate on theground (using bright timber-marking paint) the boundary lines of all suchActual Designated Tracts.  The boundarylines shall clearly delineate the boundaries of the Actual Designated Tractsfrom the boundaries of adjacent land not owned or leased by Seller, and fromthe boundaries of other Timberlands not constituting Actual Designated Tractsfor such Harvesting Year.  Seller shallalso designate on the ground (using bright timber-marking paint) all SMZ’swithin the Actual Designated Tracts and any Timber to be removed from suchdesignated SMZ’s.

##  

# 4.             Harvesting Procedures.

#  

## 4.1           HarvestingSchedule.  Following determination ofthe Actual Designated Tracts, Buyer shall provide a harvesting schedule toSeller setting forth approximate start and completion dates relating toharvesting Timber within each of the Actual Designated Tracts.  Buyer shall modify said harvesting schedule basedupon any reasonable objections raised by Seller with respect to any of saidharvesting dates, said reasonable objections may be for reasons which include,but are not limited to, (a) a violation of Sustainable ForestryCertification Requirements, (b) potential logging damage to the site, suchas rutting, or (c) failure to comply with Sustainable Forestry Initiativeregeneration requirements applicable to harvesting on adjacent lands.  Notwithstanding the foregoing, Buyer shallharvest the Actual Designated Tracts on the basis of the Annual BuyerHarvesting Notices provided by Buyer to Seller each calendar

 

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## year during theTerm of this Agreement, subject to a Force Majeure Event, and subject to theprovisions of Section 4.3 below.

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## 4.2           TimberRoads.  Seller shall construct, or cause to beconstructed, at Seller’s sole cost and expense, haul roads (includingtemporary, winter haul roads (“Winter Roads”) when appropriate) to the ActualDesignated Tracts necessary to provide Buyer in a timely manner with properaccess to such Actual Designated Tracts for its harvesting operations.  Construction of such roads shall beaccomplished in a good and workmanlike manner in compliance with all ApplicableLaws so that Buyer is provided with effective and functional access to allActual Designated Tracts for its logging practices.  Following the construction of said roads,Buyer shall at its sole cost and expense maintain and repair said roads for solong as it is harvesting on the relevant Actual Designated Tracts.  Upon Seller’s delivery of the Harvesting Planto Buyer, one or more representatives of Buyer shall review the construction ofthe Winter Roads and negotiate in good faith with one or more representativesof Seller to determine whether said Winter Roads are sufficient for the Buyer’sintended use and, only upon such agreement being reached, Buyer shall retainresponsibility for the cost of maintaining and repairing said WinterRoads.  If the parties are unable toreach agreement with respect to the sufficiency of said Winter Roads, thedispute shall be settled in accordance with Section 10 of thisAgreement.  Upon completion of harvestingon the relevant Actual Designated Tracts, Buyer shall leave such roads in acondition equal to or better than their condition prior to the start of theoperation.  All such road maintenance andrepair shall be performed in a manner so as not to violate any Applicable Laws,or with respect to SMZ’s, so as to comply with best management practicessanctioned by the State of Ohio.

 

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## 4.3           TimberHarvesting.  Buyer shall harvest(i.e. cut and remove) in each Harvesting Year, all merchantable Timber asidentified in the Harvesting Plan for the Actual Designated Tracts for suchHarvesting Year, subject to a Force Majeure Event.  Such harvesting operations shall be conductedin accordance with all Applicable Laws, in a manner consistent with establishedindustry logging practices, and in compliance with any reasonable additionalguidelines which may be established from time to time by Seller.  Buyer shall repair all fences or structuresdamaged by its harvesting operations and shall leave all roads, fire breaks,property lines, lakes, and perennial and intermittent streams clear of logs,timber, limbs or other debris.  All oildrums, cans, bottles, cartons, delimbing bars, loading decks, abandonedequipment and other debris resulting from Buyer’s operations shall be removedfrom the applicable portions of the Timberlands upon completion of theharvesting operations at Buyer’s expense. If repairs are not made or if the debris is not removed and clearedwithin thirty (30) days after notice from Seller to Buyer, then Seller mayundertake such repair or removal for Buyer’s account, and Buyer shall be liableto Seller for any expense incurred in repairing or removing same.  Buyer shall not, under any circumstance, buryany material underground nor discharge, release orotherwise cause the Timberlands or any portion thereof to be affected byhazardous wastes or hazardous substances. Buyer shall use normal and customary care while conducting itsharvesting operations so as not to materially damage the Timberlands.  Buyer acknowledges that a higher degree ofcare is required when the site is abnormally wet and that such circumstances mayrequire Buyer to halt all harvesting activities.  Seller reserves the right to suspend Buyer’sharvesting operations when Seller deems site damage will result from continuedoperations; provided, however, that in the event of such suspension, Buyershall be entitled to an extension of the time allotted for its harvestingoperations equal to the number of days that the suspension

 

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## continues.  Seller also reserves the right to suspendBuyer’s harvesting operations on an Actual Designated Tract when Sellerdetermines, in the exercise of its reasonable discretion, that Buyer is notconducting harvesting operations on the Actual Designated Tract in accordancewith the relevant Harvesting Plan.  Inthe event Buyer conducts harvesting operations in violation of the relevantHarvesting Plan or outside the scope of the relevant Harvesting Plan, thenSeller shall be entitled to pursue all remedies available at law for timbertrespass.

##  

# 5.             Prices and Payment.

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## 5.1           Prices.  Buyer shall pay Seller for all Timberpurchased by Buyer in an amount equal to the then current applicable ProductPrice.

##  

## 5.2           Payment.  Promptly after harvest all Qualifying Timbershall be weighed (or, with respect to sawtimber, ) atthe Mill, Piketon Merchandising Yard, or other outside location as determinedby Buyer.  Buyer shall provide Seller ona weekly basis (with photocopies of weigh tickets if requested by Seller) and asettlement statement, and shall pay Seller each week for all Timber weighed-induring the previous week.  The equipmentused for the weighing of Timber shall be maintained by Buyer in good andaccurate working order in accordance with all applicable laws and regulationsand prudent practice.  Seller shall havethe right to check and audit said equipment at any time upon reasonable noticeto Buyer.  Payments made after twenty(20) days from the date of delivery shall be considered past due (“Past Due”).  For payments that are Past Due, Buyer shallpay interest at a rate per annum equal to the daily prime rate as reported inthe Wall Street Journal plus four percent (4%) for each day that the paymentsare Past Due.  Such interest shall becalculated daily on the basis of a year of 365 days and the actual number ofdays for which interest is due.  If atany time during the Term there are any payments outstanding to Seller that arePast Due, then, in addition to any other remedies it may have

 

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## hereunder,Seller may suspend harvesting by Buyer (or deliveries by Seller to the Mill, ifapplicable) until such time as all Past Due payments have been paid in full.

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## 5.3           Payor Take.

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5.3.1        Iffor any Calendar Year, Seller fails for any reason other than Force Majeure tomake available to Buyer Actual Designated Tracts for any Harvesting Year thatwould allow Buyer to harvest at least ninety percent (90%) of each of the Productscomprising the designated Annual Purchase Amount for such Calendar Year, Sellerwill pay Buyer at a rate of $10.00 per ton for Hardwood Pulpwood, $15.00 perton for Softwood Pulpwood and $30 per ton for Hardwood Stringers, respectively,multiplied by the difference between (x) ninety percent (90%) of the number oftons of the applicable Product comprising the Annual Purchase Amount for theapplicable Calendar Year minus (y) the actual number of tons of the applicableProduct made available by Seller for harvesting by Buyer during such CalendarYear, as liquidated damages and not as a penalty, and Buyer shall have nofurther claim for damages on account of such shortfall in the delivery of suchProduct comprising the Annual Purchase Amount. Payment shall be made by Seller to Buyer on demand no later than fifteen(15) days from Buyer’s written request for such payment.

 

5.3.2        Iffor any Calendar Year, Buyer fails for any reason other than Force Majeure toharvest at least ninety percent (90%) of each Product comprising the AnnualPurchase Amount (other than by virtue of a failure of Seller to make availablethe full amount of Tracts for harvesting such Product in the applicableCalendar Year), then Buyer shall pay Seller for the shortage at a rate of $10.00per ton for Hardwood Pulpwood, $15.00 per ton for Softwood Pulpwood and $30 perton for Hardwood Stringers, respectively, multiplied by the difference between(x) ninety percent (90%) of the number of tons of the applicable Productcomprising the

 

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Annual Product Amount for the applicable Calendar Year minus (y) thevolume of the applicable Product comprising the Annual Product Amount actuallyharvested by Buyer hereunder during such Calendar Year, as liquidated damagesand not as a penalty, and Seller shall have no further claim for damages onaccount of Buyer’s failure to harvest the Annual Product Amount.  Payment shall be made by Buyer to Seller ondemand no later than fifteen (15) days from Seller’s written request for suchpayment.

 

5.3.3.       Subjectto the terms of Section 2.3 above, any payments made pursuant to this Section 5.3shall be calculated separately for Softwood Pulpwood, Hardwood Pulpwood andHardwood Stringers.  If this Agreement isin termination at a time other than the beginning or end of a calendar year,the Annual Product Amount for purposes of calculating such shortage payment foreither party will be prorated equitably.

 

5.3.4        Notwithstandinganything herein to the contrary, Seller shall not be obligated to payliquidated damages under Section 5.3.1 solely with respect to a failure tomake available a sufficient amount of Tracts for harvesting Softwood Pulpwoodto the extent Seller establishes to the reasonable satisfaction of Buyer thatfrom the date of this Agreement through the relevant date of determining theapplicability of liquidated damages there did not exist Tracts with sufficientharvestable timber to enable Seller to satisfy its obligations to makeavailable the required volumes of Softwood Pulpwood under this Agreement.  Such determination shall be made such thatSeller shall not be entitled to the benefit of this provision to the extent thefailure to have Tracts available for harvesting is caused by any sale of theTimberlands, whether permitted under the terms of this Agreement or not.

 

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# 6.             Indemnity.

#  

## 6.1           Indemnificationby Seller.  Seller shall defend,indemnify and hold Buyer harmless from and against any and all claims,liabilities, costs or damages (including without limitation reasonableattorneys fees and court costs through all appeals) arising out of personalinjury, death or property damage arising from (i) Seller’s ownership,operation and/or maintenance of the Timberlands, and (ii) the performanceor non-performance by Seller of its obligations hereunder.

##  

## 6.2           Indemnificationby Buyer.  Buyer shall defend,indemnify and hold Seller harmless from and against any and all claims,liabilities, costs or damages (including without limitation reasonableattorneys fees and court costs through all appeals) arising out of personalinjury, death or property damage arising from (i) Buyer’s harvestingoperations on the Timberlands, and (ii) the performance or non-performanceby Buyer of its obligations hereunder.

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### (a)           Survival.  The provisions of this Section 6 shallsurvive the expiration or earlier termination of this Agreement.

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# 7.             Force Majeure.

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## 7.1           Effectof Force Majeure.  Except for theobligation of a party to make payments required hereunder, the parties shall beexcused from performing any of their respective obligations under thisAgreement and shall not be liable in damages or otherwise on account of thenon-performance of any such obligation, for so long as and to the extent thatsuch party is unable to perform such obligation as a result of any Force MajeureEvent.

##  

## 7.2           Mitigationand Notice.  The occurrence of aForce Majeure Event shall not relieve a party of its obligations and liabilityhereunder to the extent such party fails to use commercially reasonable effortsto remove the cause and remedy or mitigate the effects of the Force MajeureEvent if, with commercially reasonable efforts, such party could have removedsuch cause or

 

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## remediedor mitigated such effects.  In addition,no Force Majeure Event shall relieve a party of its obligations or liabilityhereunder unless such party shall give notice (including a reasonabledescription of such Force Majeure Event) to the other party as soon asreasonably possible and in any event within twenty (20) days of the occurrenceof such Force Majeure Event. Upon request, the party whose obligations weresuspended shall provide the other party with a plan for remedying the effectsof such Force Majeure Event.

##  

## 7.3           Failureto Give Notice.  A failure to givenotice under Section 7.2 above “as soon as reasonably possible” will notaffect the rights and obligations of the party whose obligations are suspendedexcept if, and only to the extent that, the party which was entitled to receivesuch notice was actually and materially prejudiced as a result of such failure.

##  

## 7.4           ForceMajeure Event Affecting Actual Designated Tracts.  If either party becomes aware of a ForceMajeure Event that makes a portion of any Actual Designated Tract unavailablefor harvesting by Buyer in accordance with the schedule contemplated bythe parties, then it shall promptly notify the other party and Seller shallpromptly designate and make available for harvesting such other portions of theTimberlands as shall be necessary to satisfy its obligations under thisAgreement.  If the Seller is unable todesignate sufficient portions of the Timberlands to satisfy its obligationsunder this Agreement, then the provisions of Section 7.5 shall apply tothe unsatisfied obligations occasioned by such Force Majeure Event.

##  

## 7.5           VolumeReduction Based on Force Majeure Event. If the party that becomes subject to a Force Majeure Event (the “AffectedParty”) reduces the volume of Timber to be purchased or sold due to a ForceMajeure Event (the amount of such reduction, the “Reduction Amount”), theAffected Party shall give written notice to the other party (the “Non-AffectedParty”) of such reduction and the effective date thereof.  If such reduction continues in effect for

 

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## a period of sixty(60) days or more, the Non-Affected Party shall then have the right, in thecase of Seller, to sell all or part of the Reduction Amount of such Timber notpurchased by Buyer to another buyer or buyers, and in the case of Buyer, topurchase all or part of the Reduction Amount of Timber not sold by Seller fromanother seller or sellers, subject to the following:

 

(i)            TheNon-Affected Party shall not enter into any contract for any such sale orpurchase for a term longer than one (1) year’s duration.

 

(ii)           TheNon-Affected Party shall give the Affected Party written notice of each suchcontract, including the volume sold or purchased thereunder and the termthereof.

 

(iii)          Theannual volume commitment of the Non-Affected Party for Timber as specifiedherein shall be reduced by such volume sold or purchased under such contract forthe duration thereof.

 

# 8.             [Intentionally Left Blank]

#  

# 9.             Term and Termination.

#  

## 9.1           Term.  This Agreement shall expire on December 31,2016, unless this Agreement is sooner terminated for cause pursuant to Section 9.3hereof, or unless this Agreement is extended as provided in Section 9.2(the “Term”).

##  

## 9.2           Extensionof Term.               Provided that Buyer shall not then be indefault under this Agreement, the Term of this Agreement may be extended at theoption of Buyer for one (1) additional three (3) year term, whichextension term shall commence concurrently with the expiration of the initialterm, upon the same terms and conditions as contained in this Agreement.  In the event that Buyer desires to extendthis Agreement pursuant to the above

 

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## extensionoption, it shall give written notice of such desire to extend the Term toSeller no later than January 1, 2016.

##  

## 9.3           Terminationfor Cause.  This Agreement shallimmediately terminate if any one of the following events (each, a “default”)has occurred and is continuing on the tenth (10th) day after receipt of noticeof an intent to cancel by reason of such default(each, an “Event of Default”):

 

(a)           Breachof any other term of this Agreement, which breach is not cured within twenty(20) days after receipt of written notice thereof; or

 

(b)           Insolvencyor the filing by or against Seller or Buyer of a petition in bankruptcy (which,in the event of an involuntary bankruptcy, is not dismissed within sixty (60)days from the date of its commencement), or appointment by a court of atemporary or permanent receiver, trustee or custodian.

 

9.4           Effectof Termination.  Termination shallnot relieve a defaulting party of any liability to the nondefaulting party forbreach of its obligations hereunder.

##  

# 10.           Dispute Resolution.  Disputes under this Agreement shall beresolved as follows, it being understood that each party shall work in goodfaith at each step of the process to try to resolve the dispute asexpeditiously and fairly as possible:

 

(a)           Theappropriate responsible persons from Seller and Buyer shall meet and seekamicably to resolve all differences.

 

(b)           Ifany material difference remains unresolved ten (10) Business Days afterthe start of the process referenced in Subsection 10(a), or such longerperiod as the persons referenced in Subsection 10(a) shall haveagreed, then the parties shall submit such matter to

 

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arbitration,pursuant to the Rules of Commercial Arbitration of the AmericanArbitration Association.  Any sucharbitration shall be conducted by a single arbitrator, whose decision shall befinal.  The parties shall first attemptto agree on the selection of the arbitrator, and, if they cannot agree withinfourteen (14) days after it becomes necessary to submit the dispute toarbitration, either party may request the American Arbitration Association toappoint the arbitrator.  In all cases,the arbitrator shall be a person knowledgeable about sales of timber in theMarket Region.  The arbitrator shall beinstructed to schedule all proceedings so that, if possible, a decisionmay be reached and communicated to the parties within forty-five (45) daysafter the appointment of the arbitrator. All expenses of the arbitration shall be divided equally between theparties, except that each party shall bear the expense of its own counsel andthe expense of the preparation of its presentation.  Seller and Buyer shall provide to thearbitrator such information as the arbitrator shall reasonably request tofacilitate the determinations to be made by the arbitrator hereunder.

 

(c)           Notwithstandingthe existence of a dispute or the progress of the arbitration proceeding, butsubject to the terms of Section 5.2 above, the parties shall continue toperform their respective obligations under this Agreement during such period.  To the extent that this Agreement providesfor specific performance or other equitable remedies for a particularviolation, and with respect to the ability of Seller to suspend Buyer’sharvesting operations pursuant to Section 4.3 and the ability of Seller tosuspend Buyer’s harvesting operations (or deliveries by Seller to the Mill, ifapplicable) pursuant to Section 5.2, this Section 10 shall not apply,it being the intent that the aggrieved party be able to bring the matter tocourt to seek enforcement as soon as possible. Further, this Section 10 shall not preclude any party from

 

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seekinginjunctive relief or such other interim equitable remedies as may be requiredto preserve any claims hereunder.

 

11.           Assignment.

 

## 11.1         Assignmentby Seller.

 

(a)           Except as provided in this Section 11.1,this Agreement may not be assigned by Seller in whole or in part.  Notwithstanding the foregoing, at any timeduring the Term, Seller may assign this Agreement (i) to any lender orlenders as security for obligations to such lender or lenders in respect tofinancing arrangements of Seller or any Affiliate thereof with such lender orlenders, or (ii) upon prior written notice to Buyer, to any Person that isand at all times remains an Affiliate of Seller or that merges or consolidateswith or into Seller or that acquires all or substantially all of theTimberlands.

 

(b)           Notwithstandingany other provision of this Agreement to the contrary, Buyer and Selleracknowledge and agree that Seller shall not be prohibited from selling all orany portion of the Timberlands, provided that any such sale of the Timberlandsshall be made subject to the terms of this Agreement and the obligation tosupply the applicable portion of Timber volumes required hereunder.  Upon any sale of a portion of theTimberlands, the purchaser of said portion of the Timberlands (“New Owner”)shall assume the obligation to supply a portion of the Timber volumes to besupplied hereunder, said portion of the Timber volumes (“Assumed Volume”) to beagreed to by Seller and said New Owner, subject to Buyer’s consent to suchvolume allocation, which consent shall not be unreasonably withheld ordelayed.  Upon such assumption by saidNew Owner, Seller’s obligations to supply Timber hereunder shall be reduced bythe volumes assumed by said New Owner, and Seller shall thereafter have noobligation or liability with respect to said assumed volumes or with respect tothe portion of the

 

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Timberlands so conveyed.  At the request of Seller, upon any such saleto a New Owner Buyer shall execute an amendment to this Agreement acknowledgingthe foregoing.  Furthermore, upon requestof Seller or Buyer, upon such sale to a New Owner, Buyer and such New Ownershall enter into a separate Stumpage Agreement on the same terms andconditions as contained in this Agreement (or such other terms as Buyer andsuch New Owner shall mutually agree) except for the portion of the Timberlandscovered thereby and the volume of Timber to be supplied thereunder.  In the event Buyer objects to any proposedAssumed Volume, Buyer shall provide written notice of the same to Seller withinfifteen (15) days of notice to Buyer of said proposed Assumed Volume (“ObjectionNotice”), said Objection Notice to include a detailed explanation of the basis forsaid objection.  Failure by Buyer totimely provide said Objection Notice shall be deemed to constitute the consentof Buyer to said proposed Assumed Volume.  In the event Buyer timely provides anObjection Notice, Seller shall have the option of (i) revising saidproposed Assumed Volume, in which case Buyer shall have the further right toobject by providing a new Objection Notice as provided above or (ii) retainingthe Valuation Consultant to determine whether the proposed Assumed Volume isreasonable.  In the event the ValuationConsultant is so retained and determines that said proposed Assumed Volume isreasonable, Buyer shall be deemed to have consented to saidAssumed Volume and shall pay all costs and expenses of said ValuationConsultant.  Otherwise, said costs andexpenses shall be paid by Seller. Notwithstanding the foregoing, Seller may convey during the Term hereofup to 15,000 acres of the Timberlands, except for Pine Plantations that have orwill have volume that continues to be available for harvesting during the Termof this Agreement (in which case such Plantations maybe sold only if therequirements concerning an allocation of volume to such purchaser and the NewOwner entering into a stumpage agreement with Buyer as otherwise

 

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provided in this Section 11.1(bhave been satisfied),  free and clear ofthe obligations of this Agreement (the “Exempt Acres”), provided that Seller isable to supply the volume of Timber required to be supplied hereunder from theremaining portion of the Timberlands. Buyer agrees to execute any and all documentation requested by Seller inorder to evidence the release of the Exempt Acres from this Agreement.

 

## 11.2         Assignmentby Buyer.  Except as provided in thisSection 11.2, this Agreement may not be assigned by Buyer in whole or inpart.  Notwithstanding the foregoing, atany time during the Term, Buyer may assign this Agreement (a) to anylender or lenders as security for obligations to such lender or lenders inrespect of financing arrangements of Buyer or any affiliate thereof with suchlender or lenders, or (b) upon prior written notice to Seller, to anyPerson that is and at all times remains an affiliate of Buyer or that merges orconsolidates with or into Buyer or that acquires all or substantially all ofthe assets or stock of Buyer.

##  

# 12.           Publicity.  ThisAgreement is confidential and no party shall issue press releases or engage inother types of publicity of any nature dealing with the commercial and legaldetails of this Agreement without the other party’s prior writtenapproval.  However, approval of suchdisclosure shall be deemed to be given to the extent such disclosure isrequired to comply with Applicable Laws, governmental rules, regulations orother governmental requirements, or in connection with any financingarrangements of such party.  In suchevent, the publishing party shall, to the extent reasonably practicable,furnish, in advance, a copy of such proposed disclosure, to the other party.

#  

# 13.           Headings.  Theheadings contained in this Agreement are for convenience only and should not beconstrued to limit or expand any terms otherwise provided.

 

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# 14.           Notices.  Allnotices, requests, demands and other communications provided for hereundershall be in writing and personally delivered or sent by regular U.S. certifiedmail, telecopy or Federal Express (or similar type of overnight delivery) tothe applicable party at the address indicated below:

#  

| If to Buyer:    |   | Chillicothe Paper Inc.  401 S. Paint Street  Chillicothe, Ohio 45601                                                                                 |
|-----------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |   |                                                                                                                                                 |
| With a copy to: |   | Stephen A. Brown  327 South Paint Street  P. O. Box 2500  Chillicothe, Ohio 45601  Telecopier No. 740-772-3670  Telephone No. 740-772-3480 |
|            |   |                                                                                                                                                 |
| and             |   | Lee Bendtsen  401 South Paint Street  Chillicothe, Ohio 45601  Telecopier No. 740-772-0000  Telephone No. 740-772-3960                     |

 
| If to Seller:   |   | Scioto Land Company, LLC                        |
|-----------------|--------|-------------------------------------------------|
|            |   | c/o Tolleson  Land & Timber, Inc. |
|            |   | P.O. Box  970                              |
|            |   | Perry,  Georgia 31069                           |
|            |   |                                            |
|            |   | Attn.:  Robert G. Chambers                      |
|            |   |                                            |
| with a copy to: |   |                                            |
|            |   |                                            |
|            |   | Mazursky &  Dunaway LLP                |
|            |   | Monarch  Tower, Suite 2400                 |
|            |   | 3424 Peachtree  Road                            |
|            |   | Atlanta,  Georgia 30326-1118                    |

 

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|   |   | Attn: C. Glenn Dunaway,Esq. |
|--------|--------|-----------------------------|

 

or, as to eachparty, at such other address as shall be designated by such party in a writtennotice to the other party complying as to delivery with the terms of thisSection.  Notice shall be deemed receivedwhen (i) hand delivered; (ii) sent, after receipt of confirmation oranswer back if sent by telecopy; (iii) five Business Days after deposit inthe U.S. mails, postage prepaid, for certified mail; and (iv) one BusinessDay after delivery to Federal Express (or similar type of overnight delivery),properly addressed to the applicable party.

 

15.           Partial Illegality.  If any provision, or part of a provision, ofthis Agreement is held to be invalid or unenforceable under any Applicable Law,then the parties shall use all commercially reasonable efforts to replace theinvalid or unenforceable provision by a provision that, to the extent permittedby Applicable Law, achieves the purposes intended under the original provisionand to allow the parties to have the intended benefit of their bargain.  If it cannot be so reformed, it shall beomitted.  The balance of this Agreementshall remain valid and unchanged and in full force and effect.

 

16.           Waiver of Compliance.  Any delay or omission on the part of eitherparty to this Agreement in requiring performance by the other party hereunderor in exercising any right hereunder shall not operate as a waiver of anyprovision of this Agreement or of any right or rights hereunder.  Further, any failure by either party toenforce at any time any term or condition under this Agreement shall not beconsidered a waiver of that party’s right thereafter to enforce each and everyterm and condition of this Agreement.

 

17.           Amendments andWaivers.  This Agreement may not beterminated, amended, supplemented, waived or modified orally, but only by adocument in writing signed by the party

 

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against which theenforcement of such termination, amendment, supplement, waiver or modificationis sought.

 

18.           Counterparts.  This Agreement may be executed by the partieshereto in separate counterparts, each of which when so executed and deliveredshall be an original, but all such counterparts shall together constitute butone and the same document.  All signaturesneed not be on the same counterpart.

 

19.           EstoppelCertificates.  Either party shall, atno cost to the requesting party, from time to time, upon twenty (20) days priorrequest by the other party, execute, acknowledge and deliver to the requestingparty a certificate signed by an officer of the certifying party stating thatthis Agreement is unmodified and in full force and effect (or, if there havebeen modifications, that this Agreement is in full force and effect asmodified, and setting forth such modifications) and the dates through whichpayments have been made, and either stating that to the knowledge of the signerof such certificate no default exists under this Agreement or specifying eachsuch default to which the signer has knowledge.

 

20.           Prevailing Party.  If either party brings any proceeding for thejudicial or other interpretation, enforcement, termination, cancellation orrescission of this Agreement, or for damages for the breach thereof, theprevailing party in any such proceeding or appeal thereon shall be entitled toits reasonable attorneys’ fees and court and other reasonable costs incurred,to be paid by the losing party as fixed by the court in the same or a separateproceeding, and whether or not such proceeding is pursued to decision orjudgment.  The terms and provisions ofthis Section 20 shall survive the expiration or earlier termination ofthis Agreement.

 

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21.           Entire Agreement.  This Agreement constitutes the entireagreement and understanding between the parties with respect to the subjectmatter hereof and merges all prior discussions and negotiations between theparties.  None of the parties shall bebound by any conditions, definitions, representations, or warranties withrespect to the subject matter of this Agreement other than as expressly setforth above.

 

22.           Third PartyBeneficiaries.  Except as hereinafterprovided, this Agreement is intended to be solely for the benefit of theparties thereto and their permitted assigns and is not intended to and shallnot confer any rights or benefits on any third party not a signatoryhereto.  

 

23.           Memorandum ofContract.  At the request of anyparty hereto, a Memorandum of this Agreement shall be recorded in the recordingoffices of each and every County in which the Timberlands are located.

 

# 24.           Insurance.  In theevent that Buyer retains any third party contractor to conduct harvestingoperations on the Timberlands, said third party contractor shall, beforeconducting any operations, obtain and maintain the following types ofinsurance, consistent with the limits required by all of Buyer’s independentWood Producers, in addition to any other insurance required by law:  (a) Worker’s Compensation and, to theextent the same is reasonably commercially obtainable, Employer’s LiabilityInsurance, fully covering all operations; (b) Comprehensive VehicleLiability Insurance, including owned, hired and non-owned vehicles; and (c) ComprehensiveGeneral Liability Insurance.  Prior tothe beginning of any harvesting operations hereunder, evidence of all suchinsurance shall be furnished to Seller, and such insurance shall provide for atleast thirty (30) days notice to Seller of cancellation of such insurancepolicies.  All such insurance policies shallname Seller as an additional insured.

 

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# 25.           Sustainable Forestry Initiative.  Seller shall continue to manage theTimberlands in accordance with the Sustainable Forestry Initiative during theTerm of this Agreement.  From time totime it may be necessary to agree upon a recognized successor or alternativestandard to the Sustainable Forestry Initiative, which shall be negotiated ingood faith to reflect changes or developments in the evolution of widelyaccepted industry standards.  In thefuture, Seller agrees to provide from time to time at Buyer’s requestthird-party verification of its compliance with such a standard on the portionof the Actual Designated Tracts from which Timber is then being harvested.

#  

# 26.           Raccoon Ecological Management Area.

#  

## 26.1         Theportion of the Timberlands identified on Schedule 26.1 attached hereto iscommonly referred to as the Raccoon Ecological Management Area (the “REMA Tract”).  Seller agrees that promptly after the date ofthis Agreement it shall negotiate in good faith the sale of the REMA Tract tothe Ohio Department of Natural Resources (the “ODNR”) on a price reasonablyacceptable to Buyer and ODNR.  Until suchtime, if any, that a sale of the REMA Tract is made, Seller agrees to managethe REMA Tract in substantially the same manner as the REMA Tract had beenmanaged by Escanaba Timber LLC and under its prior ownership by MeadWestvacoCorporation (or one of its Affiliates) and shall continue to make availableTimber for harvesting under this Agreement as necessary to fulfill Seller’svolume requirements under this Agreement.

 

## 26.2         Ifafter good faith negotiations with the ODNR fail to result in a sale of theREMA Tract to the ODNR, Seller may not sell, transfer or convey, eitherdirectly or indirectly, by operation of law or otherwise, any interest to allor any portion of the REMA Tract (the “Timberlands Interest”), unless theacquiring party that will own the Timberland Interest agrees

 

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## ina written instrument satisfactory to Buyer to be bound by the provisions ofSections 26.3 and 26.4 hereof (but not Section 26.1).

##  

## 26.3         Useof CORE REMA Tract.  Notwithstandinganything herein to the contrary, unless and until the REMA Tract is sold to theODNR as contemplated hereby, Seller agrees that it shall permit Seller tocontinue to use and have access to the facilities on the portion of the REMATract described on Schedule 26.3 (the “CORE REMA Tract”) for the samepurposes as such facilities have been used prior to the date hereof and Sellershall use reasonable best efforts to ensure that any subsequent owner of theREMA Tract (other than the ODNR) permits such continued use by Seller.

##  

## 26.4         Ownershipof Tangible Assets.  Selleracknowledges and agrees that the tangible assets described in Schedule 26.4are owned by Buyer (or one of its Affiliates) and the US Forest Service andthat nothing herein or in any other agreement shall convey any right, title orinterest in such assets (or any right to remove or make use of such assets) toSeller and that Buyer and the US Forest Service shall maintain ownership thereof,notwithstanding any sale of the REMA Tract, whether permitted under the termsof this Agreement or otherwise.

##  

## 26.5         Applicabilityof Right of First Offer.  Theprovisions of Section 26 shall not apply to:  (a) any condemnation of any portion ofthe REMA Tract, or any sale in lieu thereof; or (b) any easement, cuttingcontract, or hunting license on any portion of the REMA Tract.

 

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Executed underseal as of the date first set forth above.

 
|   |   | CHILLICOTHE PAPER INC.   |
|--------|--------|--------------------------|
|   |   |
|   |   |
|   |   | By:                      | /s/ Peter H. Vogel |
|   |   | Name:                    | Peter H. Vogel |
|   |   | Title:                   | President |
|   |   |                     |   |
|   |   |
|   |   |
|   |   | SCIOTO LAND COMPANY, LLC |
|   |   |                     |
|   |   | By:                      | Tolleson-Knox Land Management Company, LLC, |
|   |   |                     | Manager |
|   |   |                     |
|   |   |                     |
|   |   | By:                      | /s/ Robert G. Chambers |
|   |   | Name:                    | Robert G. Chambers |
|   |   | Title:                   | Executive Vice President |
|        |        |                          |  |  |

 

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