EX 2.5
 
**PURCHASE AGREEMENT

by and among

GEORGIA-PACIFIC CORPORATION,

WTM I COMPANY,

CHESAPEAKE CORPORATION

and

GEORGIA-PACIFIC TISSUE, LLC**
 

 

 
**January 21, 2001

TABLE OF CONTENTS

ARTICLE I DEFINITIONS 

1.1. Affiliate

1.2. Agreement

1.3. Closing

1.4. Closing Date

1.5. Closing Settlement Statement

1.6. Code

1.7. Company

1.8. CSK's Closing Certificate

1.9. Effective Time

1.10. Final Purchase Price

1.11. G-P's Closing Certificate

1.12. HSR Act

1.13. Indemnity Agreement

1.14. Initial Purchase Price

1.15. IRS

1.16. Joint Venture Agreement

1.17. Law

1.18. Lien

1.19. Losses

1.20. Operating Agreement

1.21. Operating Period Liabilities

1.22. Person

1.23. SCA

1.24. SCA Agreement

1.25. Transaction Documents

1.26. Transition Services Agreement

1.27. Units

1.28. WTM's Closing Certificate
**ARTICLE II PURCHASE AND SALE 
2.1. Purchase and Sale; Payment of Initial Purchase Price. 

2.2. Settlement of Final Purchase Price. 

2.3. Operating Agreement. 

2.4. Amendment of Joint Venture Agreement. 

2.5. Termination of Indemnity Agreement. 

2.6. Termination of Transition Services Agreement. 
**ARTICLE III CONSENT OF CSK AND PAYMENT BY G-P 
3.1. Consent and Payment. 
**ARTICLE IV REPRESENTATIONS AND WARRANTIES OF CSK AND WTM 
4.1. Organization of CSK and WTM. 

4.2. Authorization; Enforceability; No Violation. 

4.3. Title to Units. 

4.4. No Litigation. 

4.5. Brokers or Finders Fees. 
**ARTICLE V REPRESENTATIONS AND WARRANTIES OF G-P 
5.1. Organization of G-P. 

5.2. Authorization; Enforceability; No Violation. 

5.3. No Litigation. 

5.4. Brokers or Finders Fees. 
**ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE COMPANY 
6.1. Organization of the Company. 

6.2. Authorization; Enforceability; No Violation. 

6.3. No Litigation. 

6.4. Brokers or Finders Fees. 
**ARTICLE VII CERTAIN UNDERSTANDINGS AND AGREEMENTS 
7.1. Certain Obligations Related to Joint Venture Agreement. 

7.2. Commercially Reasonable Efforts. 

7.3. Public Announcements. 

7.4. HSR Act Filing. 

7.5. Additional Instruments. 

7.6. Mutual Release. 

7.7. Special CSK Retained Liability. 
**ARTICLE VIII CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PARTIES 
8.1. G-P and the Company's Conditions Precedent. 

8.2. CSK and WTM's Conditions Precedent. 
**ARTICLE IX INDEMNIFICATION 
9.1. G-P's Indemnity. 

9.2. CSK's and WTM's Indemnity. 
**ARTICLE X TERMINATION 
10.1. Termination. 

10.2. Rights on Termination; Waiver. 
**ARTICLE XI MISCELLANEOUS 
11.1. Entire Agreement; Amendment. 

11.2. Expenses. 

11.3. Governing Law; Consent to Jurisdiction. 

11.4. Assignment. 

11.5. Notices. 

11.6. Counterparts; Headings. 

11.7. Interpretation. 

11.8. Severability. 

11.9. No Reliance. 

11.10. Parties in Interest. 

11.11. Specific Performance. 
**EXHIBITS**
EXHIBIT A Mutual Release
**PURCHASE AGREEMENT

PURCHASE AGREEMENT, made as of January 21, 2001, by and among Georgia-PacificCorporation, a Georgia corporation ("G-P"), WTM I Company, a Delawarecorporation ("WTM"), Chesapeake Corporation, a Virginia corporation("CSK"), and Georgia-Pacific Tissue, LLC, a Delaware limited liability company(the "Company").
**WHEREAS, G-P and WTM are parties to that certain Operating Agreement, dated as ofOctober 4, 1999 (the "Operating Agreement"), of the Company; and
**WHEREAS, WTM owns five Units (the "Units") representing Interests (asdefined in the Operating Agreement) in the Company; and 
**WHEREAS, WTM desires to sell, and G-P desires to purchase, the Units, subject toall of the terms and conditions of this Agreement; and 
**WHEREAS, CSK is the sole stockholder of WTM and the sale of theUnits to G-P requires the consent of CSK pursuant to Section 271 of the Delaware GeneralCorporation Law; and
**WHEREAS, the parties hereto wish to provide for the payment (as consideration ofsuch consent of CSK) by G-P to CSK of an amount sufficient to pay an agreed upon portionof CSK's tax liabilities resulting from the sale of the Units to G-P, subject to all ofthe terms and conditions of this Agreement.
**NOW, THEREFORE, in consideration of the Recitals and of the mutual covenants,conditions and agreements set forth herein and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that:

**ARTICLE IDEFINITIONS**When used in this Agreement, the following terms shall have the meanings specified:

                   1.1.Affiliate
shall mean, as to any Person, any other Person or entity that, directly    or indirectly through one or more intermediaries, controls, is controlled by or is under    common control with such Person.

1.2.Agreementshall mean this Purchase Agreement, together with the Exhibit attached hereto, as the    same may be amended from time to time in accordance with the terms hereof.
1.3.Closingshall mean the closing of the transactions contemplated by this    Agreement to be held on the Closing Date, simultaneously with the closing contemplated in    the SCA Agreement, at the offices of Troutman Sanders LLP, 600 Peachtree Street, N.E.,    Suite 5200, Atlanta, Georgia.
1.4.Closing    Dateshall have the meaning specified in the SCA Agreement.
1.5.Closing Settlement Statementshall mean the statement showing, in reasonable detail, the calculation of (i) the    final sales price for the sale of 100% of the Company's membership interests to SCA    pursuant to the SCA Agreement (including any post-closing purchase price adjustments    contemplated therein), and (ii) G-P's direct out-of-pocket transaction costs related    thereto, as delivered by G-P to WTM in accordance with Section 2.2 hereof (the    amount equal to (i) minus (ii) being referred to as the "Net Sale Price" for    purposes of Section 2.2 hereof).
1.6.Codeshall mean the Internal Revenue Code of 1986, as amended.
1.7.Companyshall have the meaning ascribed to such term in the Recitals hereof.

                   1.8.CSK's Closing Certificate
shall mean the certificate of an officer of CSK as to the satisfaction of the    conditions to Closing set forth in Section 8.1 hereof and otherwise in customary    form.

1.9.Effective Time

shall mean 12:01 a.m., Eastern Time, on the Closing Date.

1.10.Final    Purchase Priceshall mean the Initial Purchase Price adjusted pursuant to Section 2.2 hereof.
1.11.G-P's Closing Certificateshall mean the certificate of an officer of G-P as to the satisfaction of the    conditions to Closing set forth in Section 8.2 hereof and otherwise in customary    form.
1.12.HSR Act
shall mean the Hart-Scott-Rodino Antitrust Improvements Act of    1976 (15 U.S.C. 18a), as amended.
1.13.Indemnity Agreementshall mean that certain Second Amended and Restated Indemnity    Agreement, dated as of May 1, 2000, between G-P and WTM.
1.14.Initial Purchase    Priceshall mean $41.0 million.
1.15.IRSshall mean the Internal Revenue Service.
1.16.Joint Venture Agreementshall mean that certain Joint Venture Agreement, dated as of October 4,    1999, among G-P, WTM, CSK and the Company.
1.17.Lawshall mean any federal, state, local, domestic, foreign or other laws, rules,    regulations and ordinances, and all binding orders, writs, judgments, requirements,    policies and decrees of any governmental or political subdivision or any agency thereof,    or of any court or similar Person established for any such governmental or political    subdivision or agency thereof.
1.18.Lienshall mean any interest in property securing an obligation, whether such interest is    based on common law, statute or contract, and including any restriction on the use,    voting, transfer, receipt of income or other exercise of any attributes of ownership, any    security interest or lien arising from a mortgage, claim, encumbrance, pledge, charge,    easement, servitude, security agreement, conditional sale or trust receipt or a lease,    consignment or bailment for security purposes. The term "Lien" shall also    include reservations, exceptions, covenants, conditions, restrictions, leases, subleases,    licenses, occupancy agreements, pledges, equities, charges, assessments, covenants,    reservations, defects in title, encroachments and other burdens, and other title    exceptions and encumbrances affecting property of any nature, whether accrued or    unaccrued, or absolute or contingent.
1.19.Lossesshall have the meaning ascribed to such term in Section 9.1((a))    hereof.
1.20.Operating    Agreementshall have the meaning ascribed to such term in the Recitals hereof.
1.21.Operating    Period Liabilitiesshall mean all debts, liabilities, commitments or obligations    whatsoever, whether known or unknown, fixed or contingent, relating to the Company and its    operations during the period from and including October 4, 1999, up to and including the    Closing Date.
1.22.Person
shall mean an individual, a corporation, a partnership, an association, a trust, a    limited liability company, a governmental authority or any other entity or organization.
1.23.SCAshall mean Svenska Cellulosa Aktiebolage SCA (publ), a Swedish    corporation.
1.24.SCA Agreement
shall mean the Securities Purchase Agreement, dated the date hereof, by    and among G-P, SCA and certain other parties specified therein, relating to the sale of    100% of the membership interests in the Company to an Affiliate of SCA.
1.25.Transaction Documents
shall mean this Agreement, the Indemnity Agreement, the Joint Venture Agreement and    those agreements and instruments to be executed and delivered as provided herein,    including, without limitation, the Mutual Release.
1.26.Transition Services Agreementmeans that certain Transition Services Agreement, dated as of October    4, 1999, by and between CSK and the Company.
1.27.Unitsshall have the meaning ascribed to such term in the Recitals hereof. 
1.28.WTM's Closing Certificate

shall mean the certificate of an officer of WTM as to the satisfaction of the    conditions to Closing set forth in Section 8.1 hereof and otherwise in customary    form. 

**ARTICLE IIPURCHASE AND SALE
                   2.1.Purchase and Sale; Payment ofInitial Purchase Price.**Sale and Transfer
. At the Closing, and upon all of the terms and subject to all of        the conditions of this Agreement and effective as of the Effective Time, WTM hereby agrees        to sell, convey, transfer, deliver and assign to G-P, and G-P hereby agrees to purchase        and accept from WTM, the Units, free and clear of all Liens.
Payment of        Initial Purchase Price.
 At the Closing, in consideration of WTM's sale,        conveyance, transfer, delivery and assignment of the Units, G-P shall pay the Initial        Purchase Price to WTM by wire transfer of immediately available funds. 

2.2.Settlement of Final Purchase Price.
As soon as practicable, and in any event within 5 days following the delivery of the        Final Closing Balance Sheet and the Final PWC Report (each as defined in the SCA        Agreement), G-P shall prepare, certify and deliver to WTM the Closing Settlement        Statement. If the Net Sale Price indicated on the Closing Settlement Statement is greater        than $835 million (an "Excess"), G-P shall pay an amount equal to the product of        the Excess 
times
 .05 to WTM by wire transfer of immediately available funds within        three days following delivery of the Closing Settlement Statement. If the Net Sale Price        indicated on the Closing Settlement Statement is less than $835 million (a        "Shortfall"), WTM shall pay an amount equal to the product of the Shortfall 
times
        .05 to G-P by wire transfer of immediately available funds within three days following        delivery of the Closing Settlement Statement. Any payments pursuant to this Section shall        be accompanied with interest thereon at a rate per annum equal to the prime rate (as set        forth in the "Money Rates" section of 
The Wall Street Journal
) from the        Closing Date to the date of payment.
In the event of a dispute between the parties with respect to the Closing Settlement        Statement or the Net Sale Price calculation, the parties agree to use their commercially        reasonable efforts and negotiate in good faith to resolve any such disputes.

2.3.Operating Agreement.
Pursuant to 
Section 7.4
 of the Operating Agreement and effective as of the        Effective Time, upon the consummation of the transactions contemplated herein, WTM shall        cease to be a Member (as such term is defined in the Operating Agreement) of the Company.        To the extent necessary or appropriate, the parties agree to amend the Operating Agreement        to reflect that WTM has ceased to be a Member. The parties agree that, for purposes of        determining WTM's distributive share of partnership items with respect to the Company for        federal income tax purposes, G-P shall cause the Company to close its books as of the        Effective Time. CSK and G-P acknowledge that, upon the sale of the Units pursuant hereto,        the existing partnership comprised by the Company shall terminate for federal income tax        purposes. G-P agrees that it will not, nor will it permit any of its Affiliates to, take        any action as Tax Matters Member (as such term is defined in the Operating Agreement) or        otherwise with respect to periods prior to the Effective Time that is inconsistent with        the Operating Agreement as in effect on the date hereof.
At the Closing and effective as of the Effective Time, G-P, WTM, and the Company agree        that the Operating Agreement shall be amended to delete Sections 3.15, 3.16 and 3.17        thereof; 
provided
, 
however
, that neither G-P nor the Company will take any        action inconsistent with the position that the transfer of the WISCO Contributed Assets        (as defined in the Operating Agreement) to the Company was solely a nonrecognition        transaction pursuant to Section 721(a) of the Code.
At the Closing and effective as of the Effective Time, G-P and WTM shall execute a        mutually agreed upon form of release, pursuant to which each shall release the other from        any claims arising by virtue of their respective Affiliates having been managers of the        Company; 
provided
, 
however
, that such release shall in no way limit or        otherwise affect in any way the parties' respective obligations undertaken under or        pursuant to this Agreement (including, without limitation, 
Sections 2.4
, 
9.1
        and 
9.2
 hereof).

2.4.Amendment of Joint Venture Agreement. 
At the Closing and effective as of the Effective Time, G-P, WTM, CSK and the Company    agree that the Joint Venture Agreement shall be amended to: (a) release the Company from    all of its rights and obligations thereunder arising from and after the Closing Date; (b)    delete Sections 7.2(a)(i) and 7.3(a)(i) thereof; and (c) amend Section 7.2(a)(ii) thereof    to read, in its entirety, "the G-P Retained Liabilities, the G-P Assumed Liabilities,    and the WISCO Assumed Liabilities".
2.5.Termination of Indemnity Agreement. 
At the Closing and effective as of the Effective Time, G-P and WTM agree that the    Indemnity Agreement shall be terminated, and neither WTM nor CSK shall have any obligation    to any party thereunder.
2.6.Termination    of Transition Services Agreement. 

At the Closing and effective as of the Effective Time, CSK, G-P and the Company agree  that the Transition Services Agreement shall be terminated, and neither CSK, G-P, nor the  Company shall have any obligation to any party thereunder (except for amounts, if any, due  in accordance with the terms thereof for services rendered prior to such termination).
**ARTICLE IIICONSENT OF CSK AND PAYMENT BY G-P

           3.1.Consent and Payment.At the Closing, and notwithstanding anything contained in the Operating Agreement to  the contrary, including, without limitation, Section 3.15 thereof, and in  consideration of CSK's consent to WTM's sale of the Units to G-P and to compensate CSK for  an agreed upon portion of the increase in its consolidated income tax liability and other  tax liabilities resulting from such sale, and upon all of the terms and subject to all of  the conditions of this Agreement, G-P shall pay to CSK $196.0 million by wire transfer of  immediately available funds. Notwithstanding anything contained in the Operating Agreement  to the contrary, the parties acknowledge and agree that the payment contemplated by this Section  3.1 shall be the sole payment required from G-P or the Company in connection with  CSK's consent to WTM's sale of the Units to G-P and the increase in CSK's consolidated  income tax liability and other tax liabilities resulting from such sale.

**ARTICLE IVREPRESENTATIONS AND WARRANTIESOF CSK AND WTM**CSK and WTM hereby, jointly and severally, represent and warrant to the other parties  hereto that:

                    4.1.Organizationof CSK and WTM.
WTM is a corporation duly organized and validly existing and in good standing under the    Laws of the State of Delaware. CSK is a corporation duly organized and validly existing    and in good standing under the Laws of the Commonwealth of Virginia. Each of CSK and WTM    has the corporate power to execute, deliver and perform this Agreement and each of the    other Transaction Documents to which it is a party, and to carry on its business as now    being conducted. 

4.2.Authorization;    Enforceability; No Violation.

The execution, delivery and performance by each of CSK and WTM of this Agreement and    the other Transaction Documents and each conveyance, assignment, agreement and other    document herein contemplated to be executed by CSK or WTM, have been duly authorized by    all necessary corporate action of CSK or WTM. This Agreement and the other Transaction    Documents and each conveyance, assignment, agreement and other document herein    contemplated to be executed, delivered and performed by CSK or WTM are, or will be upon    execution, the legal, valid and binding obligations of CSK or WTM, as the case may be,    duly enforceable against CSK or WTM in accordance with their terms (subject, however, to    the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from    time to time in effect relating to the rights and remedies of creditors as well as to    general principles of equity). This Agreement and the other Transaction Documents and each    conveyance, assignment, agreement and other document herein contemplated to be executed,    delivered and performed by CSK or WTM (a) do not and will not conflict with or violate any    Law binding on CSK or WTM or their respective Articles or Certificate of Incorporation or    bylaws and (b) do not and will not constitute a violation or breach of any material    permit, lease, indenture, mortgage, agreement, contract or other obligation or restriction    to which CSK or WTM may be bound. Except for any necessary filings under the HSR Act, no    consent of any other person, and no notice to, filing or registration with, or    authorization, consent or approval of, any governmental, regulatory or self-regulatory    agency is necessary or is required to be made or obtained by CSK or WTM in connection with    the execution and delivery of this Agreement or the consummation of the transactions    contemplated hereby.

4.3.Title to Units.

WTM owns good and valid title to the Units, free and clear of any and all Liens. WTM    has made no assignment or transfer of or otherwise encumbered the Units or any portion    thereof. Upon (a) the transfer of the Units to G-P, and (b) G-P's payment of the Initial    Purchase Price therefor, good and valid title to the Units, free and clear of all Liens,    shall pass to G-P.

4.4.No Litigation.

There is no litigation, arbitration proceeding, governmental investigation, citation or    action of any kind pending, or, to the knowledge of CSK and WTM, threatened, (a) relating    to the Units or (b) relating to or against CSK or WTM that may affect in any adverse    manner the ability of CSK or WTM to execute, deliver and perform this Agreement and the    other Transaction Documents to which CSK or WTM is a party. 

4.5.Brokers    or Finders Fees.

No obligation or liability, contingent or otherwise, for brokers or finders fees  created by CSK or WTM with respect to the matters provided for in this Agreement and the  other Transaction Documents to which CSK or WTM is a party shall be imposed upon the other  parties hereto.

**ARTICLE VREPRESENTATIONS AND WARRANTIES OF G-P**G-P hereby represents and warrants to the other parties hereto that:

                   5.1.Organization of G-P.
G-P is a corporation duly organized and validly existing and in good standing under the    laws of the State of Georgia. G-P has the corporate power to execute, deliver and perform    this Agreement and each of the other Transaction Documents to which it is a party, and to    carry on its business as now being conducted. 

                   5.2.Authorization;Enforceability; No Violation.
The execution, delivery and performance by G-P of this Agreement and the other    Transaction Documents to which it is a party and each conveyance, assignment, agreement    and other document herein contemplated to be executed by G-P have been duly authorized by    all necessary corporate action of G-P. This Agreement and the other Transaction Documents    and each conveyance, assignment, agreement and other document herein contemplated to be    executed, delivered and performed by G-P are, or will be upon execution, the legal, valid    and binding obligations of G-P, duly enforceable against G-P in accordance with their    terms (subject, however, to the effects of bankruptcy, insolvency, reorganization,    moratorium and similar laws from time to time in effect relating to the rights and    remedies of creditors as well as to general principles of equity). This Agreement and the    other Transaction Documents and each conveyance, assignment, agreement and other document    herein contemplated to be executed, delivered and performed by G-P (a) do not and will not    conflict with or violate any Law binding on G-P or G-P's Articles of Incorporation or    bylaws and (b) do not and will not constitute a violation or breach of any material    permit, lease, indenture, mortgage, agreement, contract or other obligation or restriction    to which G-P may be bound. Except for any necessary filings under the HSR Act, no consent    of any other person, and no notice to, filing or registration with, or authorization,    consent or approval of, any governmental, regulatory or self-regulatory agency is    necessary or is required to be made or obtained by G-P in connection with the execution    and delivery of this Agreement or the consummation of the transactions contemplated    hereby.

                   5.3.No Litigation.
There is no litigation, arbitration proceeding, governmental investigation, citation or    action of any kind pending, or, to the knowledge of G-P, threatened, relating to or    against G-P that may affect in any adverse manner the ability of G-P to execute, deliver    and perform this Agreement and the other Transaction Documents to which it is a party.

                   5.4.Brokers or Finders Fees.No obligation or liability, contingent or otherwise, for brokers or finders fees  created by G-P with respect to the matters provided for in this Agreement and the other  Transaction Documents to which G-P is a party shall be imposed upon the other parties  hereto.

**ARTICLE VIREPRESENTATIONS AND WARRANTIES OF THE COMPANY**The Company hereby represents and warrants to the other parties hereto  that:

                   6.1.Organization of the Company.
The Company is a limited liability company duly organized and validly existing and in    good standing under the laws of the State of Delaware. The Company has the power to    execute, deliver and perform this Agreement and each of the other Transaction Documents to    which it is a party, and to carry on its business as now being conducted. 

                   6.2.Authorization;Enforceability; No Violation.
The execution, delivery and performance by the Company of this Agreement and the other    Transaction Documents to which it is a party and each agreement and other document herein    contemplated to be executed by the Company have been duly authorized by all necessary    limited liability company action of the Company. This Agreement and the other Transaction    Documents and each agreement and other document herein contemplated to be executed,    delivered and performed by the Company are, or will be upon execution, the legal, valid    and binding obligations of the Company, duly enforceable against the Company in accordance    with their terms (subject, however, to the effects of bankruptcy, insolvency,    reorganization, moratorium and similar laws from time to time in effect relating to the    rights and remedies of creditors as well as to general principles of equity). This    Agreement and the other Transaction Documents and each agreement and other document herein    contemplated to be executed, delivered and performed by the Company (a) do not and will    not conflict with or violate any Law binding on the Company or the Company's Certificate    of Formation or the Operating Agreement and (b) do not and will not constitute a violation    or breach of any material permit, lease, indenture, mortgage, agreement, contract or other    obligation or restriction to which the Company may be bound. Except for any necessary    filings under the HSR Act, no consent of any other person, and no notice to, filing or    registration with, or authorization, consent or approval of, any governmental, regulatory    or self-regulatory agency is necessary or is required to be made or obtained by the    Company in connection with the execution and delivery of this Agreement or the    consummation of the transactions contemplated hereby.

                   6.3.No Litigation.
There is no litigation, arbitration proceeding, governmental investigation, citation or    action of any kind pending, or, to the knowledge of the Company, threatened, (a) relating    to the Units or (b) relating to or against the Company that may affect in any adverse    manner the ability of the Company to execute, deliver and perform this Agreement and the    other Transaction Documents to which the Company is a party.

                   6.4.Brokers or Finders Fees.No obligation or liability, contingent or otherwise, for brokers or finders fees  created by the Company with respect to the matters provided for in this Agreement and the  other Transaction Documents to which the Company is a party shall be imposed upon the  other parties hereto.

**ARTICLE VIICERTAIN UNDERSTANDINGS AND AGREEMENTS
**                   **7.1.CertainObligations Related to Joint Venture Agreement.**The parties understand that Sections 5.3,5.5,5.7 and 5.9    of the Joint Venture Agreement include certain obligations of the Company to WTM    (including, without limitation, obligations related to reasonable cooperation, reasonable    access and maintenance of books and records). The parties agree that, upon the release of    the Company from its post-Closing obligations under the Joint Venture Agreement pursuant    to Section 2.4 hereof, WTM shall no longer look to the Company for the performance    of such obligations. Instead, the parties agree that, at the request of WTM to G-P, G-P    shall perform (or cause to be performed) all such obligations in the place and stead of    the Company, and WTM shall look solely to G-P for the performance of such obligations. G-P    agrees to obtain all necessary rights from the Company, SCA or SCA's Affiliates (pursuant    to the SCA Agreement or otherwise) to enable G-P to perform its obligations under this    Section.

                   7.2.CommerciallyReasonable Efforts.
Subject to the terms and conditions herein provided, each of the parties hereto agrees    to use its commercially reasonable efforts to take, or cause to be taken, all action, and    to do, or cause to be done, all things necessary, proper and advisable under applicable    Law to consummate and make effective the transactions contemplated by this Agreement. In    case at any time after the Effective Time any further action is necessary or desirable to    carry out the purposes of this Agreement, the proper officers, managers and directors of    each party to this Agreement shall take all such action

7.3.Public Announcements.

The parties hereto will consult with each other before issuing any press release or    otherwise making any public statement with respect to this Agreement and the transactions    contemplated herein, and shall not issue any such press release or make any such public    statement prior to such consultation or as to which any other party reasonably objects,    except as may be required by Law or by obligations pursuant to any listing agreement with    any national securities exchange or inter-dealer quotation system.

                   7.4.HSR Act Filing.
To the extent required and as soon as practicable after the execution of this    Agreement, G-P and WTM shall make any required filings under the HSR Act with respect to    the transactions contemplated herein. G-P, as the acquiring person, agrees to pay the    filing fee assessed with respect to any such filing.

                   7.5.Additional Instruments.
At any time and from time to time after the Closing Date, at the request of any party    hereto and without further consideration, each party hereto shall execute and deliver such    other instruments of sale, transfer, conveyance, assignment and confirmation and take such    other action as any party hereto may reasonably deem necessary or desirable in order to    more effectively transfer, convey, and assign to G-P, and confirm G-P's title to and    interest in, the Units and the consummation of the transactions contemplated herein.

                   7.6.Mutual Release.
At the Closing and effective as of the Effective Time, CSK, WTM and the Company agree    to execute and deliver the Mutual Release in the form attached hereto as Exhibit A.

                   7.7.Special CSK Retained Liability.Notwithstanding anything contained herein to the contrary, nothing in this Agreement is  intended to limit or otherwise affect in any way the obligations of CSK and WTM under Sections  5.9 and 7.3(a)(ii) of the Joint Venture Agreement.

**ARTICLEVIIICONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PARTIES
                   8.1.G-P and theCompany's Conditions Precedent.**Each and every obligation of G-P and the Company to be performed on the Closing    Date shall be subject to the satisfaction prior to or at the Closing, or waiver by G-P and    the Company, of the following express conditions precedent:-  Compliance with Agreement.         CSK and WTM shall have performed and complied in all material respects with all of their        respective obligations under this Agreement which are to be performed or complied with by        them prior to or on the Closing Date.
- Proceedings and Instruments Satisfactory.  All        proceedings, corporate or other, to be taken by CSK and WTM in connection with the        transactions contemplated by this Agreement, and all documents incident thereto, shall be        reasonably satisfactory in form and substance to G-P and the Company.
- No Litigation.  No investigation, suit, action or        other proceedings shall be threatened or pending before any court or governmental agency        that seeks restraint, prohibition, damages or other relief in connection with this        Agreement or the consummation of the transactions contemplated hereby.
- Representations and Warranties.  The representations        and warranties made by CSK and WTM in this Agreement shall be true and correct in all        material respects as of the Closing Date with the same force and effect as though said        representations and warranties had been made on the Closing Date.
-  Antitrust Filings. The HSR        Act and the regulations promulgated thereunder shall have been complied with, and all        waiting periods under the HSR Act shall have expired or been terminated.Deliveries at Closing
. 
WTM's Deliveries.
 At the Closing, WTM shall deliver the following items to G-P, each          properly executed and dated as of the Closing Date: (A) WTM's Closing Certificate, (B) the          certificate evidencing the Units, duly endorsed for transfer to G-P, (C) the resignation          of those managers of the Company designated by G-P pursuant to 
Section 4.2 
of the          Operating Agreement, (D) a certificate of the corporate secretary (or equivalent official)          of WTM as to such matters as may reasonably be requested by G-P, (E) the amendment of the          Joint Venture Agreement contemplated by 
Section 2.4
 hereof, (F) the amendment to          the Operating Agreement contemplated by 
Section 2.3
 hereof and (G) the Mutual          Release, in the form of 
Exhibit A
 hereto.
CSK's Deliveries
.At the Closing, CSK shall deliver the following items to G-P, each          properly executed and dated as of the Closing Date: (A) CSK's Closing Certificate, (B) a          certificate of the corporate secretary (or equivalent official) of CSK as to such matters          as may reasonably be requested by G-P, (C) the amendment of the Joint Venture Agreement          contemplated by 
Section 2.4
 hereof and (D) the Mutual Release, in the form of 
Exhibit          A
 hereto.

                   8.2.CSK and WTM's Conditions Precedent.
Each and every obligation of CSK and WTM to be performed on the Closing Date shall be    subject to the satisfaction prior to or at the Closing, or waiver by CSK and WTM, of the    following express conditions precedent:- Compliance with Agreement.  G-P and the Company shall        have performed and complied in all material respects with all of their respective        obligations under this Agreement which are to be performed or complied with by them prior        to or on the Closing Date.
- Proceedings and Instruments Satisfactory.  All        proceedings, corporate or other, to be taken by G-P and the Company in connection with the        transactions contemplated by this Agreement, and all documents incident thereto, shall be        reasonably satisfactory in form and substance to CSK and WTM.
- No Litigation.  No investigation, suit, action or        other proceeding shall be threatened or pending before any court or governmental agency        that seeks restraint, prohibition, damages or other relief in connection with this        Agreement or the consummation of the transactions contemplated hereby.
- Representations and Warranties.  The representations        and warranties made by G-P and the Company in this Agreement shall be true and correct in        all material respects as of the Closing Date with the same force and effect as though such        representations and warranties had been made on the Closing Date.
-  Antitrust Filings. The HSR        Act and the regulations promulgated thereunder shall have been complied with, and all        waiting periods under the HSR Act shall have expired or been terminated.
- Deliveries at Closing. G-P's Deliveries
. At the Closing, G-P shall deliver the following items to CSK and          WTM, each properly executed and dated as of the Closing Date: (A) G-P's Closing          Certificate, (B) a certificate of the corporate secretary (or equivalent official) of G-P          as to such matters as may reasonably be requested by CSK and WTM
, (C) the amendment of          the Joint Venture Agreement contemplated by 
Section 2.4
 hereof and (D) the          amendment to the Operating Agreement contemplated by 
Section 2.3
 hereof. In          addition, G-P shall (i) pay the Initial Purchase Price to WTM at the Closing in accordance          with 
Section 2.1(b)
 hereof and (ii) make the payment contemplated by 
Section 3.1          
hereof to CSK at the Closing in accordance with 
Section 3.1
 hereof.
Company's Deliveries
. At the Closing, the Company shall deliver the following items          to CSK and WTM, each properly executed and dated as of the Closing Date: (A) the amendment          to the Joint Venture Agreement contemplated by 
Section 2.4
 hereof and (B) the          Mutual Release, in the form of 
Exhibit A
 hereto.

**ARTICLE IXINDEMNIFICATION
                   9.1.G-P's Indemnity.**G-P hereby agrees to indemnify and        hold CSK and WTM harmless from and against, and defend promptly CSK and WTM from, and        reimburse CSK and WTM for, any and all losses, damages, costs, expenses, judgments,        penalties or fines (whether civil or criminal), liabilities, obligations and claims of any        kind, including, without limitation, reasonable attorneys' fees and other legal costs and        expenses (hereinafter referred to collectively as "Losses"), that CSK or WTM, or        any Affiliate of CSK or WTM, may at any time suffer or incur, or become subject to, as a        result of or in connection with (i) any breach or inaccuracy of any of the        representations and warranties made by G-P or the Company in or pursuant to this Agreement        or any other agreement or instrument delivered by G-P or the Company at the Closing,        (ii) any failure of G-P or the Company to carry out, perform, satisfy and discharge        any of its covenants, agreements, undertakings, liabilities or obligations under this        Agreement or any other agreement or instrument delivered by G-P or the Company at the        Closing, (iii) any claims against WTM
 or CSK relating to, arising from or in        connection with the Indemnity Agreement, and (iv) the Operating Period Liabilities.
In the event a claim against CSK or WTM arises that CSK or WTM        reasonably believe is covered by the indemnity provisions of Section 9.1((a))        of this Agreement, notice shall be given promptly by CSK or WTM to G-P containing detail        reasonably sufficient for G-P to identify the nature and basis of the claim. Provided that        G-P admits in writing to CSK and WTM that such claim is covered by the indemnity        provisions of Section 9.1((a)) hereof, G-P shall have the right to contest and        defend by all appropriate legal proceedings such claim and to control all settlements        (unless CSK and WTM agree to assume the cost of settlement and to forgo such indemnity)        and to select lead counsel to defend any and all such claims at the sole cost and expense        of G-P; provided, however, that G-P may not effect any settlement that could        result in any cost, expense or liability to CSK or WTM unless CSK and WTM consent in        writing to such settlement and G-P agrees to indemnify CSK and WTM therefor. CSK or WTM        may select counsel to participate with G-P's counsel in any such defense, in which event        CSK or WTM's counsel shall be at their respective sole cost and expense. In connection        with any such claim, action or proceeding, the parties shall cooperate with each other and        provide each other with access to relevant books and records in their possession.

                   9.2.CSK'sand WTM's Indemnity.- CSK and WTM hereby, jointly and severally, agree to indemnify and hold G-P harmless from        and against, and defend promptly G-P from, and reimburse G-P for, any and all Losses that        G-P or any Affiliate of G-P may at any time suffer or incur, or become subject to, as a        result of or in connection with (i) any breach or inaccuracy of any of the        representations and warranties made by CSK or WTM in or pursuant to this Agreement or any        other agreement or instrument delivered by CSK or WTM at the Closing, and (ii) any        failure of CSK or WTM to carry out, perform, satisfy and discharge any of their respective        covenants, agreements, undertakings, liabilities or obligations under this Agreement or        any other agreement or instrument delivered by CSK or WTM at the Closing.
- In the event a claim against G-P arises that G-P reasonably believes is covered by the        indemnity provisions of  Section 9.2(a)  of this Agreement, notice shall be given        promptly by G-P to CSK and WTM containing detail reasonably sufficient for CSK and WTM to        identify the nature and basis of the claim. Provided that CSK and WTM admit in writing to        G-P that such claim is covered by the indemnity provisions of  Section 9.2(a)         hereof, CSK and WTM shall have the right to contest and defend by all appropriate legal        proceedings such claim and to control all settlements (unless G-P agrees to assume the        cost of settlement and to forgo such indemnity) and to select lead counsel to defend any        and all such claims at the sole cost and expense of CSK and WTM;  provided ,  however ,        that CSK and WTM may not effect any settlement that could result in any cost, expense or        liability to G-P unless G-P consents in writing to such settlement and CSK and WTM agree        to indemnify G-P therefor. G-P may select counsel to participate with CSK's and WTM's        counsel in any such defense, in which event G-P's counsel shall be at its sole cost and        expense. In connection with any such claim, action or proceeding, the parties shall        cooperate with each other and provide each other with access to relevant books and records        in their possession.

**ARTICLE XTERMINATION
                10.1.Termination.**(a) This Agreement shall automatically terminate upon any termination of the    SCA Agreement prior to Closing.
(b) This Agreement may be terminated and the transactions contemplated hereby may be    abandoned at any time prior to the Closing Date as follows: (i) by mutual written    agreement of the parties hereto, or (ii) by any of the parties hereto if the Effective    Time shall not have occurred on or before June 30, 2001, unless such delay is caused    solely by the failure of the conditions set forth in Sections 8.1((e)) or 8.2(e),    in which event the relevant date shall be three business days after the requirements of    the HSR Act have been satisfied; provided, however, that the right to    terminate this Agreement pursuant to this clause (ii) shall not be available to any party    whose failure to fulfill any obligation under this Agreement has been the cause of, or    resulted in, the failure of the Effective Time to occur prior to such date.

               10.2.Rights on Termination; Waiver.If this Agreement is terminated pursuant to Section 10.1, all further  obligations of the parties under or pursuant to this Agreement shall terminate. If any of  the conditions set forth in Section 8.1 of this Agreement have not been satisfied,  G-P and the Company may nevertheless elect to waive such conditions and proceed with the  consummation of the transactions contemplated hereby. If any of the conditions set forth  in Section 8.2 of this Agreement have not been satisfied, WTM and CSK may  nevertheless elect to waive such conditions and proceed with the consummation of the  transactions contemplated hereby. Notwithstanding anything contained herein, the election  by a party hereto to terminate this Agreement pursuant to Section 10.1 shall  not in any way affect the rights of such party against the other parties for any breach or  default under this Agreement.

**ARTICLE XIMISCELLANEOUS
                  11.1.EntireAgreement; Amendment.**This Agreement and the documents referred to herein and to be delivered    pursuant hereto constitute the entire agreement between the parties pertaining to the    subject matter hereof, and supersede all prior and contemporaneous agreements,    understandings, negotiations and discussions of the parties, whether oral or written, and    there are no warranties, representations or other agreements between the parties in    connection with the subject matter hereof, except as specifically set forth herein or    therein. No amendment, supplement, modification, waiver or termination of this Agreement    shall be binding unless executed in writing by the parties to be bound thereby. No waiver    of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of    any other provision of this Agreement, whether or not similar, nor shall such waiver    constitute a continuing waiver unless otherwise expressly provided. The representations    and warranties of each party hereto shall be deemed to be material and to have been relied    upon by the other parties. The representations, warranties, covenants and agreements of    the parties hereto contained herein shall survive the execution and delivery of this    Agreement and consummation of the transactions contemplated hereby.

                   11.2.Expenses.
Except as otherwise specifically provided herein, G-P shall reimburse CSK and WTM, from    time to time upon demand, for CSK's and WTM's actual and reasonable out-of-pocket fees and    expenses (including, without limitation, the fees and expenses of CSK's and WTM's counsel,    accountants and other experts) incident to the negotiation and preparation of this    Agreement and consummation of the transactions contemplated hereby.

                   11.3.Governing Law; Consent to Jurisdiction.- THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED,        CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT        REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. The parties hereby irrevocably submit to        the jurisdiction of the courts of the State of Delaware and the Federal courts of the        United States of America located in the State of Delaware solely in respect of the        interpretation and enforcement of the provisions of this Agreement and of the documents        referred to in this Agreement, and in respect of the transactions contemplated hereby, and        hereby waive, and agree not to assert, as a defense in any suit or proceeding for the        interpretation or enforcement hereof or of any such document, that it is not subject        thereto or that such action, suit or proceeding may not be brought or is not maintainable        in said courts or that the venue thereof may not be appropriate or that this Agreement or        any such document may not be enforced in or by such courts, and the parties hereto        irrevocably agree that all claims with respect to such action or proceeding shall be heard        and determined in such Delaware State or Federal court. The parties hereby consent to and        grant any such court jurisdiction over the person or such parties and over the subject        matter of such dispute and agree that delivery of process or other papers in connection        with any such action or proceeding in the manner provided in  Section 11.5  or in        such other manner as may be permitted by Law shall be valid and sufficient service        thereof.
- EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS        AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH        PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A        TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR        RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY        CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER        PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE        EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND        HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER        VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG        OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATION IN THIS  SECTION 11.3 .

                   11.4.Assignment.
This Agreement and each party's respective rights hereunder may not be assigned, by    operation of law or otherwise, without the prior written consent of the other parties.

                   11.5.Notices.
All communications, notices and disclosures required or permitted by this Agreement    shall be in writing and shall be deemed to have been given at the earlier of the date    (a) when delivered personally or by messenger or by overnight delivery service to an    officer of the other party, (b) five days after being mailed by registered or    certified United States mail, postage prepaid, return receipt requested or (c) when    received via telecopy, telex or other electronic transmission, in all cases addressed to    the person for whom it is intended at his address set forth below or to such other address    as a party shall have designated by notice in writing to the other party in the manner    provided by this Section:

If to G-P: 

Georgia-Pacific Corporation

133 Peachtree Street, N.E.

Atlanta, Georgia 30303

Attn: General Counsel

Facsimile: (404) 230-7543

If to WTM:

WTM I Company

c/o Chesapeake Corporation

1021 East Cary Street

Richmond, Virginia 23218

Attn: General Counsel

Facsimile: (804) 697-1192

If to CSK: 

Chesapeake Corporation

1021 East Cary Street

Richmond, Virginia 23218

Attn: General Counsel

Facsimile: (804) 697-1192

If to the Company: 

Georgia-Pacific Tissue, LLC

55 Park Place

Atlanta, Georgia 30303

Attn: President

Facsimile: (404) 230-1763

                   11.6.Counterparts;Headings.
This Agreement may be executed in several counterparts, each of which shall be deemed    an original, but such counterparts shall together constitute but one and the same    Agreement. The Table of Contents and Article and Section headings in this Agreement are    inserted for convenience of reference only and shall not constitute a part hereof.

                   11.7.Interpretation.
Unless the context requires otherwise, all words used in this Agreement in the singular    number shall extend to and include the plural, all words in the plural number shall extend    to and include the singular and all words in any gender shall extend to and include all    genders. All references to contracts, agreements, leases or other understandings or    arrangements shall refer to oral as well as written matters. The specificity of any    representation or warranty contained herein shall not be deemed to limit the generality of    any other representation or warranty contained herein.

                    11.8.Severability.
If any provision, clause or part of this Agreement, or the application thereof under    certain circumstances, is held invalid, the remainder of this Agreement, or the    application of such provision, clause or part under other circumstances, shall not be    affected thereby.

                    11.9.NoReliance.
No third party is entitled to rely on any of the representations, warranties and    agreements contained in this Agreement. The parties hereto assume no liability to any    third party because of any reliance on the representations, warranties and agreements of    the parties hereto contained in this Agreement. Nothing contained in this Agreement shall    be construed as creating a partnership or joint venture or any agency relationship between    the parties hereto, or any other relationship other than as provided herein.

                    11.10.Parties in Interest.
This Agreement shall be binding upon and inure solely to the benefit of each party    hereto, and nothing in this Agreement, express or implied, is intended to or shall confer    upon any other person any rights, benefits or remedies of any nature whatsoever under or    by reason of this Agreement.

                    11.11.Specific Performance.

The parties hereto agree that irreparable damage would occur in the event any of theprovisions of this Agreement were not performed in accordance with the terms hereof andthat the parties shall be entitled to specific performance of the terms hereof, inaddition to any other remedy at law or equity.

[Remainder of this page intentionally left blank]
**IN WITNESS WHEREOF, each party hereto has caused this Purchase Agreement to beexecuted in its name by a duly authorized officer as of the day and year first abovewritten. **GEORGIA-PACIFIC CORPORATION**
By: /s/ Danny W. Huff
           Danny W. Huff 

Its: Executive Vice President and CFO
 
**WTM I COMPANY**
By: /s/ J. P. Causey, Jr.
          J. P. Causey, Jr.

Its: Secretary
 
**CHESAPEAKE CORPORATION**
By: /s/ William T. Tolley
           William T. Tolley

Its: Senior Vice President - Finance and CFO
 
**GEORGIA-PACIFIC TISSUE, LLC**
By: /s/ Danny W. Huff
          Danny W. Huff

Its: Executive Vice President and CFO****************************************************************