Exhibit 10.5


 


STUMPAGE
AGREEMENT


 


Between


 


NEENAH
PAPER COMPANY OF CANADA


 


and


 


NORTHERN
PULP NOVA SCOTIA CORPORATION


 

















 


STUMPAGE
AGREEMENT


 


This Agreement is made as of June 24, 2008 (the “Effective Date”)
by and between Neenah Paper Company of Canada, a Nova Scotia unlimited
liability company, located at 3460 Preston Ridge Road, Suite 600,
Alpharetta, GA 30005 (“Neenah”) and Northern Pulp Nova Scotia Corporation, a
Nova Scotia unlimited liability company, located at 260 Abercrombie Granton
Branch Road, New Glasgow, Nova Scotia 
B2H 5E8 (“NPNS”).


 


Recitals


 


A.            Neenah
desires to sell and NPNS desires to purchase, on the terms and conditions
hereinafter set forth, certain quantities and types of wood fibre located on
the timberlands owned by Neenah in Nova Scotia, Canada.


 


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


 


Agreement


 


1.             Definitions.  For the purposes of this Agreement the
capitalized terms set forth below shall have the meanings set forth after them:


 


1.1                               “AAC” or “Annual Allowable Cut”  [REDACTED]


 


 


1.2                               “Actual Designated Tracts” shall have the meaning set forth
in Section 3.1(b)(ii).


 


1.3                               “Affected Party” shall have the meaning set forth in Section 7.5.


 


1.4                               “Affiliate” shall mean with respect to any Person, any Person
Controlling, Controlled by, or under common Control with, such Person.


 


1.5                               “Agreement” means this stumpage agreement, including all
of the Exhibits attached hereto which are hereby specifically incorporated
herein, as this Agreement may be amended, supplemented or restated from time to
time;


 


1.6                               “Annual Harvest Notice” shall mean the annual notice provided
by NPNS to Neenah in accordance with the provisions of Section 3.1(c)(i).


 


 


1.7                               “Annual Purchase Amount” shall mean (a) for each of 2008
and 2009, the Softwood Volume and the associated Residual Qualifying Stumpage Volume
set out in Exhibit C; and (b) for each Harvesting Year beginning January 1,
2010 through the remainder of the Term, the Softwood Volume and the associated 


 


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Residual
Qualifying Stumpage Volume (prorated for any partial year during the
Term).


 


1.8                               “Applicable Laws” shall mean, with respect to any Person, all
laws, ordinances, judgments, decrees, injunctions, writs, orders, rules,
regulations, determinations, licences, requirements and permits of any
Governmental Authority applicable to or binding upon such Person or any of its
property.


 


1.9                               “Base
Price” shall mean the initial price for Qualifying Stumpage as more
particularly described in Exhibit B attached hereto, as annually
adjusted pursuant to the terms and conditions described in Exhibit B.


 


1.10                        “Business Day” shall mean any day other than a Saturday,
Sunday, or other day on which banks are authorized to be closed in the Province
of Nova Scotia, Canada or the State of New York, United States of America.


 


 


1.11                        [REDACTED]


 


 


1.12                        “Control” shall mean, with respect to any Person, the power
to direct or cause the direction of the management of such Person, directly or
indirectly, whether through the ownership of voting securities or otherwise.


 


1.13                        “Dispute” shall have the meaning set forth in Section 10(b)(i).


 


 


1.14                        “Effective
Date” has the meaning set forth on page 1.


 


1.15                        “Event of Default” shall have the meaning set forth in Section 8.2.


 


1.16                        “Force
Majeure Event” shall mean any act, omission or circumstance occasioned by
or resulting from any acts of God, acts of the public enemy, wars, blockades,
insurrections, riots, parasitic infestation, hurricanes, epidemics, landslides,
lightning, earthquakes, tornadoes, windstorms, volcanoes, fires, storms,
floods, disasters, civil disturbances, explosions, sabotage, endangered species
habitation, change in Applicable Laws that materially impairs the ability of
either party to comply with the terms of the Agreement, as well as disasters,
explosions, strikes, energy supply failures or organized labour disputes that
materially disrupt any of NPNS’s operations that results in a temporary or permanent
shutdown of the Mill; provided, however, that “Force Majeure Event” shall not
include (i) a party’s financial inability to perform other than as
specifically described in this Agreement, or (ii) an act, omission or
circumstance arising from the gross negligence or willful misconduct of the
party claiming that a Force Majeure Event has occurred.


 


1.17                        “Governmental Authority” shall mean any federal, provincial,
local or foreign government, political subdivision, agency, board, court,
regulatory body or commission, any arbitrator with authority to bind a party at
law, or any Person 


 


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acting
lawfully on behalf of any of the foregoing.


 


1.18                        “Hardwood Pulpwood” shall mean hardwood trees meeting the
applicable specifications set forth in Exhibit A attached hereto.


 


 


1.19                        “Hardwood Pulpwood Price” shall initially mean the price set
forth on Exhibit B, as such price will be reset every January 1
during the Term as described in Exhibit B.


 


 


1.20                        “Hardwood Qualifying Stumpage” shall mean standing Timber
which meets or exceeds the specifications for Hardwood Pulpwood or Hardwood
Sawlogs set forth in Exhibit A to this Agreement.


 


 


1.21                        “Hardwood Sawlogs” shall mean hardwood trees meeting the
applicable specifications set forth in Exhibit A attached hereto.


 


 


1.22                        “Hardwood Sawlogs Price” shall mean the price set forth on Exhibit B
attached hereto (as such price will be reset every January 1 during the
Term) as described in Exhibit B, the “Hardwood Sawlog Base Price”
adjusted up or down on a quarterly basis on each Price Adjustment Date by the
Stumpage Price Index.


 


1.23                        “Harvest Plan” shall have the meaning set forth in Section 3.1(c)(ii).


 


1.24                        “Harvesting Year” shall mean the period from January 1
through December 31 of each year during the Term.


 


 


1.25                        “Initiating Party” shall have the meaning set forth in Section 10(b)(iv).


 


1.26                        “Mediation Notice” shall have the meaning set forth in Section 10(b)(iv).


 


1.27                        “Mill” shall mean NPNS’s pulp mill located in Pictou County
in the Province of Nova Scotia, Canada.


 


1.28                        “Person” means any individual, corporation, partnership,
limited partnership, limited liability company, unlimited liability company,
joint venture, association, joint-stock company, trust, unincorporated organization
or Governmental Authority.


 


1.29                        “Price
Adjustment Date” shall mean the first day of each April, July and September during
the Term.


 


1.30                        “Province” has the meaning set out in the definition in Section 1.11.


 


1.31                        “Qualifying Stumpage” shall mean collectively Hardwood
Qualifying Stumpage and Softwood Qualifying Stumpage.


 


1.32                        “Qualifying Stumpage Price” shall mean, as applicable,
the Hardwood Pulpwood Price for all Hardwood Pulpwood; the Hardwood Sawlogs
Price for all 


 


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Hardwood Sawlogs; the Softwood Pulpwood Price
for all Softwood Pulpwood; the Softwood Sawlog Price for all Softwood Sawlogs;
and the Softwood Studwood Price for all Softwood Studwood.


 


1.33                        “Recipient Party” shall have the meaning set forth in Section 10(b)(iv).


 


1.34                        “Reduction
Amount” shall have the meaning set forth in Section 7.5.


 


1.35                        “Residual
Qualifying Stumpage Volume” means the Hardwood Sawlog and Hardwood
Pulpwood volumes to be harvested from the Actual Designated Tracts that are
within the Actual Allowable Cut.


 


1.36                        “SFI®
Certification” means the Sustainable Forestry Initiative Certification
received by Neenah for the Timberlands in October of 2007.


 


1.37                        “SMZ’s” shall mean Special Management Zones, environmentally
protected zones designated as such by the mutual consent of Neenah and NPNS
during the Term and in compliance with all Applicable Laws or as necessary to
maintain SFI® Certification.


 


1.38                        “Short Harvesting Year” shall mean the period from the
Effective Date through December 31, 2008.


 


1.39                        “Softwood Pulpwood” shall mean softwood trees meeting the
applicable specifications set forth in Exhibit A attached hereto.


 


1.40                        “Softwood Pulpwood Price” shall mean the price set forth on Exhibit B
attached hereto (the “Softwood Pulpwood Base Price”) adjusted up or down on a
quarterly basis on each Price Adjustment Date by the Stumpage Price Index.
The Softwood Pulpwood Base Price shall be reset every January 1 during the
Term of the Agreement in accordance with the terms of Exhibit B.


 


1.41                        “Softwood Qualifying Stumpage” shall mean standing Timber
which meets or exceeds the specifications for Softwood Sawlogs, Softwood
Studwood and Softwood Pulpwood set forth in Exhibit A to this
Agreement.


 


1.42                        “Softwood
Sawables” means, collectively, the Softwood Sawlogs and Softwood Studwood.


 


1.43                        “Softwood Sawlogs” shall mean softwood trees meeting the
applicable specifications set forth in Exhibit A attached hereto.


 


1.44                        “Softwood Sawlogs Price” shall mean the price set forth on Exhibit B
attached hereto (the “Softwood Sawlogs Base Price”) adjusted up or down on a
quarterly basis on each Price Adjustment Date by the Stumpage Price Index.
The Softwood Sawlog Base Price shall be reset every January 1 during the
Term of the Agreement in accordance with the terms of Exhibit B.


 


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1.45                        “Softwood Studwood” shall mean softwood trees meeting the
applicable specifications set forth in Exhibit A attached hereto.


 


1.46                        “Softwood Studwood Price” shall mean the price set forth on Exhibit B
attached hereto (the “Softwood Studwood Base Price”) adjusted up or down on a
quarterly basis on each Price Adjustment Date by the Stumpage Price Index,
as such price will be reset every January 1 during the Term in accordance
with the terms of Exhibit B.


 


1.47                        “Softwood Volume”  shall mean the
AAC measured in metric tons per year of Softwood Sawables and Softwood Pulpwood
during the Term, as further described in Exhibit D.


 


1.48                        “Stumpage Price Index” [REDACTED]


 


1.49                        “Term” shall mean the term of this Agreement, namely the
period from the Effective Date through May 15, 2018, unless sooner
terminated in accordance with the provisions of Section 8.2 or 8.3 or
extended in accordance with Section 8.4.


 


1.50                        “Timber” shall mean the following types of standing timber
now or hereafter located on the Timberlands: Hardwood Pulpwood, Hardwood
Sawlogs, Softwood Pulpwood, Softwood Sawlogs and Softwood Studwood.


 


1.51                        “Timberlands” shall mean those certain tracts of real property
as described in Exhibit F.


 


1.52                        “Tracts” shall have the meaning set forth in Section 3.1.


 


1.53                        “Valuation Consultant” shall mean J.W. Sewall Company or a
mutually agreed to alternative.


 


2.             Agreement
to Sell and Purchase.


 


2.1          Quantities to be
Harvested.  Subject to and in
accordance with  the terms of this
Agreement, Neenah agrees to sell to NPNS and NPNS agrees to purchase from
Neenah for each Harvesting Year during the Term the Annual Purchase Amount
applicable to such Harvesting Year.


 


3.             Designation of Tracts and
Determination of Volumes.


 


3.1          Designation of Tracts
to Be Harvested.  During the
Term, NPNS shall designate the portions of the Timberlands (the “Tracts”) which
NPNS shall harvest during each Harvesting Year. 
A sufficient number of Tracts shall be identified so as to satisfy the
Annual Purchase Amount.  NPNS shall
follow the procedure for designating such Tracts hereinafter set forth in this Section 3.


 


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(a)          Certification
of Tracts.  NPNS and
Neenah  hereby acknowledge and agree that
the Timberlands will, at all times during the Term, be owned, managed and
operated in a manner consistent with and necessary to maintain the Timberlands’
SFI® Certification and that both parties will have responsibilities for
maintaining such certification. 
Notwithstanding the foregoing, NPNS shall be fully and solely
responsible for maintaining the Timberlands’ SFI® Certification, provided that
Neenah shall reasonably cooperate with NPNS with respect to the registration
and maintenance of such certification. 
Failure to perform its obligations under this Section 3.1 relating
to the maintenance of  the Timberlands’
SFI® Certification shall be deemed a material breach of this Agreement.


 


(b)         Designation
of Tracts to be Harvested in 2008 and Estimated Volumes for 2009.  Exhibit C attached hereto sets
forth the portions of the Timberlands which NPNS shall harvest for the Short
Harvesting Year and for the Harvesting Year commencing January 1, 2009 for
the Annual Purchase Amount situated thereon in accordance with the terms of
this Agreement.


 


(c)          Subsequent
Designation of Tracts to be Harvested.  For the Harvesting Year commencing January 1,
2010, and for all subsequent Harvesting Years during the Term, the portions of
the Timberlands which NPNS shall harvest shall be determined in accordance with
the following procedure:


 


(i)             Designation
of Potential Harvesting Areas. 
On or before the first Business Day following October 1 prior to
each applicable Harvesting Year except the Short Harvesting Year, NPNS shall
designate in a written notice (the “Annual Harvest Notice”) to Neenah all of
those portions of the Timberlands which it proposes to harvest during the
subsequent Harvesting Year  including the
estimated Qualifying Stumpage volumes thereon sufficient to satisfy the
Annual Purchase Amount and the proposed route of access from a public road to
the property boundary of each Tract.


 


(ii)          Selection
of Actual Harvesting Areas. 
During the 45-day period following receipt by Neenah of the applicable
Annual Harvest Notice, Neenah shall review and provide to NPNS in writing, its
consent or reasonable objection (including reasons therefor) to the proposed
harvest plan.  To the extent there is a
dispute regarding the volumes or the Tracts included in the proposed harvest
plan, such dispute shall be subject to the dispute resolution process described
in Article 10 of this Agreement. 
The approved harvest plan (the “Harvest Plan”) shall identify each of
the Tracts designated for harvest during the following year (the “Actual
Designated Tracts”).  NPNS shall be
entitled to amend a Harvest Plan to take into account market conditions arising
or occurring after such Harvest Plan has been initially approved, or the
occurrence of events other than Force Majeure Events, from time to time upon
written notice to Neenah, subject to Neenah’s consent thereto, such consent not
to be unreasonably withheld.


 


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3.2          Boundary and Timber
Markings.  Prior to the scheduled
commencement of harvesting activities on each applicable Actual Designated
Tract as set forth in the harvesting schedule described below in Section 4.1,
NPNS shall designate on the ground (using accepted local practices for marking
boundary and cut lines) the boundary lines of such Actual Designated
Tract.  The boundary lines shall clearly
delineate the boundaries of the Actual Designated Tract from the boundaries of
adjacent land not owned by Neenah, and from the boundaries of other Timberlands
not constituting Actual Designated Tracts for such Harvesting Year.  Subject to Neenah’s reasonable acceptance and
approval, NPNS, or NPNS’s third party contractor, shall designate on the ground
(using accepted local practices for marking boundary and cut lines) all SMZ’s
within the Actual Designated Tracts and any Qualifying Stumpage to be
removed from such designated SMZ’s.


 


3.3          Harvesting of
Hardwood Qualifying Stumpage. 
During the Term, NPNS shall have the right, but not the obligation, as
determined in its sole discretion, to harvest the annual AAC for Hardwood
Qualifying Stumpage as set out in the Wood Stock Model.  This right is in addition to the Residual
Qualifying Stumpage NPNS is committing to harvest pursuant to the
harvesting procedures detailed in Article 4 of this Agreement.  All additional Hardwood Qualifying Stumpage shall
be identified pursuant to Article 3 hereof.


 


4.             Harvesting Procedures.


 


4.1          Harvesting Schedule.  Following determination of the Actual
Designated Tracts, NPNS shall provide a harvesting schedule to Neenah setting
forth approximate start and completion dates relating to harvesting Qualifying
Stumpage within each of the Actual Designated Tracts.  Neenah shall modify said harvesting schedule
based upon any reasonable objections raised by Neenah with respect to any of
said harvesting dates.  Notwithstanding
the foregoing, NPNS shall harvest the Actual Designated Tracts on the basis of
the quarterly harvesting notices provided by NPNS to Neenah every three (3) months
during the Term of this Agreement, subject to the occurrence of a Force Majeure
Event, and subject to the provisions of Section 4.3 below.


 


4.2          Timber Roads.  NPNS shall construct, or cause to be
constructed, at NPNS’s sole cost and expense, haul roads to the Actual
Designated Tracts necessary to provide NPNS with proper access to such Actual
Designated Tracts for its harvesting operations.  Construction of such roads shall be
accomplished in a good and workmanlike manner in compliance with the
specifications set forth in Exhibit E.  Following the construction of said roads and
continuing until the completion of harvesting operations on the Actual
Designated Tract associated with such roads and the removal of all equipment
and vehicles associated with such harvesting operations, NPNS shall at its sole
cost and expense maintain and repair said roads.  Neenah shall be responsible for all haul
roads which are not necessary for NPNS’s harvesting or access to tracts for
silviculture, long-term placing or other related harvesting operations, and
shall maintain and repair such roads at its sole cost and expense.  All such road construction, maintenance and
repair shall be performed in a manner so as:


 


(i)             not to violate any
Applicable Laws;


 


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(ii)          to maintain SFI®
Certification; and


 


(iii)       so as not to interfere with
NPNS’s operations.


 


Any Timber damaged or destroyed during the course of NPNS’ road
construction shall be treated for purpose of this Agreement as if harvested by
NPNS as part of harvesting operations on the associated Actual Designated
Tract.


 


4.3          Timber Harvesting.  Subject to any amendment to the Harvest Plan,
NPNS shall harvest (i.e., cut and
remove) within each Harvesting Year all Qualifying Stumpage located on the
Actual Designated Tracts for such Harvesting Year, or such smaller volume of
Qualifying Stumpage as mutually agreed upon by Neenah and NPNS in writing,
subject to the occurrence of a Force Majeure Event.  NPNS may identify in writing to Neenah prior
to harvesting activities predominately hardwood stands or Tracts that contain
in excess of 50% hardwood stands within any of the Actual Designated Tracts and
“walk around” such stands.  All
harvesting operations shall be conducted in accordance with all Applicable
Laws, in a manner consistent with established industry logging practices or as
necessary for the Timberlands to maintain SFI® Certification.  Upon severance of any portion of the Timber
on the Timberlands by NPNS or its logging contractors, risk of loss, title to
and ownership of such Timber shall pass to NPNS.  NPNS shall repair all fences or structures
damaged by its harvesting operations and shall leave all roads, fire breaks,
property lines, lakes, streams, and drainage ditches clear of logs, timber,
limbs or other debris deposited there as a result of NPNS’s operations (as
opposed to third party actions or naturally occurring events).  All oil drums, cans, bottles, cartons,
delimbing bars, loading decks, abandoned equipment and other debris resulting
from NPNS’ operations shall be removed from the applicable portions of the
Timberlands upon completion of the harvesting operations at NPNS’s expense in
accordance with Applicable Laws.  NPNS
shall not bury any material underground or discharge, release or otherwise
cause the Timberlands or any portion thereof to be affected by hazardous wastes
or hazardous substances.  NPNS shall use
normal and customary care while conducting its harvesting operations so as not
to materially damage the Timberlands. 
NPNS acknowledges that under SFI Standards a higher degree of care is
required when the site is abnormally wet and that such circumstances may
require NPNS to alter harvesting activities to accommodate the ground
conditions; however, NPNS shall not be liable for any damage to the Timberlands
caused by anyone other than NPNS or NPNS’s contractors engaged in harvesting,
trucking or road construction on the portion of the Timberlands impacted by
such damage.  In addition, Neenah shall
retain all Carbon Credits related to or in any way associated with the
Qualifying Stumpage pursuant to this Agreement.  For purposes of this Agreement “Carbon
Credits” shall mean any calculable carbon offset or credit that could be
generated from the Timberlands as such credits are available through the
Chicago Climate Exchange or a similar market for carbon reduction or
sequestration.


 


4.4          Unauthorized Cutting.  Neenah shall be entitled to seek all remedies
available at law for timber trespass if NPNS or its contractors harvest or
destroy any Timber that is outside an Actual Designated Tract; however, NPNS
shall not be liable for any such damage to the Timberlands caused by anyone
other than NPNS or contractors acting on NPNS’s behalf.


 


4.5          Access Rights.  Neenah hereby grants to NPNS the rights to
ingress and egress over (i) the Tracts designated on Exhibit D during
the Term for the sole purposes of 


 


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harvesting Qualifying Stumpage on the Actual Designated Tracts for
a given Harvesting Year and all reasonable activities associated therewith, (ii) on
all such other portions of the Timberlands as required to conduct its
silviculture and SFI Certification obligations hereunder, and (iii) on all
other Tracts comprising the Timberlands in order for NPNS to inspect and
monitor existing timber plantations and continue collecting data for ongoing
research and analysis.  If Neenah has
provided NPNS with access to an Actual Designated Tract (through easement or
otherwise), but NPNS prefers to enter upon lands not owned or subject to
easement by Neenah, NPNS shall be solely responsible for securing permission to
do so.


 


4.6          Silviculture.  NPNS shall carry out and pay for all
silviculture work necessary to produce sufficient Silviculture Credits (as that
term is referenced in the Forest Sustainability
Regulations under the Forests Act
(Nova Scotia)) to satisfy its operational requirements (including maintaining
the AAC as detailed in Exhibit D). 
NPNS shall have the right to all the “Silviculture Credits” created by
the silviculture activities carried out on the Timberlands by NPNS during the
Term and those Silviculture Credits created by the silviculture activities
carried out on the Timberlands by Neenah in 2008, which credits Neenah shall assign
to NPNS on the Effective Date.  NPNS
shall provide Neenah with a silviculture plan (the “Silviculture Plan”) on an
annual basis during the Term and copies of all silviculture activities filed
with Nova Scotia Department of Natural Resources.  The annual Silviculture Plans shall be
subject to Owner’s approval, which shall not be unreasonably withheld or
delayed if the Silviculture Plan produces sufficient Silviculture Credits (as
that term is referenced in the Forest Sustainability
Regulations under the Forests Act (Nova
Scotia) to satisfy its operational requirements (including maintaining the AAC
as detailed in Exhibit D.  If NPNS
fails to conduct silviculture work then Neenah shall have the right to include
the per ton cost of Silviculture Credits in the calculation of the price for
Qualifying Stumpage.


 


4.7          Timberland Management.  The parties shall enter into an
administrative services agreement pursuant to which NPNS shall provide
day-to-day administrative services for the Timberlands, including the ongoing
migration of the Timberlands to convert title to Nova Scotia’s registration
system.


 


5.             Prices and Payments.


 


5.1          Time of Payment.  All Qualifying Stumpage harvested and
removed by NPNS from the Timberlands shall have an accompanying trip
ticket.  All Qualifying Stumpage shall
be weighed after harvest in a manner consistent with established industry
logging practices.  Volumes will be based
on volumes by product class shown on mill scale or load tickets. NPNS shall
cause all logging contractors to maintain written log books of all loads or
partial loads of Qualifying Stumpage cut and removed from the Timberlands
and to (i) identify in such log books each load removed from the
Timberlands; (ii) record in such log books the load ticket numbers for
each load delivered to the Mill; (iii) deliver such log book for
inspection by Neenah, as requested; and (iv) clearly tag, by adhering to
guidelines reasonably required by Neenah, each load coming from the Timberlands
before such load is removed from the Timberlands.  NPNS shall provide Neenah on a weekly basis
with a list of scale tickets, a settlement statements, and any other supporting
documentation reasonably requested by Neenah and shall remit payment to the
Neenah within thirty (30) days of delivery of said settlement statement the
total Qualifying


 


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Stumpage Price for all Qualifying Stumpage weighed-in during
such week, except as otherwise detailed in Section 5.3 below.


 


5.2          Price Changes and
Stumpage True-up.


 


Beginning in 2010, on each Price Adjustment Date, the Qualifying Stumpage Price
for any product class of Qualifying Stumpage shall be adjusted upward or
downward, as the case may be, as described in Article 1 of this Agreement.


 


5.3          [REDACTED]


 


6.             Indemnity.


 


6.1          Indemnification by
Neenah.  Neenah shall defend,
indemnify and hold NPNS harmless from and against any and all claims,
liabilities, costs or damages (including without limitation reasonable
attorneys’ fees and expenses and court costs through all appeals):


 


(i)             arising out of the
performance or non-performance by Neenah of its covenants and obligations
hereunder; or


 


(ii)          relating to the
Timberlands, except for those claims, liabilities, costs or damages in respect
of which NPNS has pursuant to Section 6.2 indemnified Neenah.


 


6.2          Indemnification by
NPNS .  NPNS shall defend,
indemnify and hold Neenah harmless from and against any and all claims,
liabilities, costs or damages (including without limitation reasonable
attorneys’ fees and expenses and court costs through all appeals) arising out
of:


 


(i)             personal injury,
death or property damage resulting from NPNS’ harvesting and silviculture
operations, or NPNS’ access rights pursuant to Section 4.5, on the
Timberlands or the presence of employees, agents or other invitees of NPNS on
the Timberlands; and


 


(ii)          the performance or
non-performance by NPNS of its covenants and obligations hereunder.


 


7.             Force Majeure.


 


7.1          Effect of Force
Majeure.  Notwithstanding
anything to the contrary contained in this Agreement, except for the obligation
of a party to make payments accrued, due and owing hereunder at the time of the
occurrence of a Force Majeure Event, the parties shall be excused from
performing any of their respective obligations under this Agreement and shall
not be liable in damages or otherwise on account of the non-performance of any
such obligation, for so long as and to the extent that such party is unable to
perform such obligation as a result of any Force Majeure Event.


 


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7.2          Mitigation and Notice.  The occurrence of a Force Majeure Event shall
not relieve a party of its obligations and liability hereunder to the extent
such party fails to use commercially reasonable efforts to 


 


remove the cause and remedy or mitigate the effects of the Force
Majeure Event if, with commercially reasonable efforts, such party could have
removed such cause or remedied or mitigated such effects.  In addition, no Force Majeure Event shall
relieve a party of its obligations or liability hereunder unless such party
shall give notice (including a reasonable description of such Force Majeure
Event) to the other party as soon as reasonably possible and in any event
within twenty (20) days of the occurrence of such Force Majeure Event. Upon
request, the party whose obligations were suspended shall provide the other
party with a plan for remedying the effects of such Force Majeure Event.


 


7.3          Failure to Give
Notice.  A failure to give notice
under Section 7.2 above “as soon as reasonably possible” will not affect
the rights and obligations of the party whose obligations are suspended except
if, and only to the extent that, the party which was entitled to receive such
notice was actually prejudiced as a result of such failure.


 


7.4          Force Majeure Event
Affecting Actual Designated Tracts. 
If a Force Majeure Event makes a portion of any Actual Designated Tract
unavailable or commercially impracticable for harvesting by NPNS in accordance
with the harvesting schedule contemplated by the parties or if the Qualifying
Stumpage is materially damaged by the Force Majeure Event, then NPNS shall
promptly designate and Neenah shall approve and make available for harvesting
such other portions of the Timberlands as shall be necessary to satisfy its
obligations under this Agreement.


 


7.5          Volume Reduction
Based on Force Majeure Event.  If
the party that becomes subject to a Force Majeure Event (the “Affected Party”)
reduces the volume of Qualifying Stumpage to be purchased or sold due to a
Force Majeure Event (the amount of such reduction, the “Reduction Amount”), the
Affected Party shall give written notice to the Non-Affected Party of such
reduction and the effective date thereof. 
If such reduction continues in effect for a period of sixty (60) days or
more, the Non-Affected Party shall then have the right, in the case of Neenah,
to sell all or part of the Reduction Amount of such Qualifying Stumpage not
purchased by NPNS to another buyer or buyers, and in the case of NPNS, to
purchase all or part of the Reduction Amount of Qualifying Stumpage not
sold by Neenah from another seller or sellers, subject to the following:


 


(a)           the Non-Affected Party shall not enter into
any contract for any such sale or purchase for a term longer than 12
consecutive months;


 


(b)           the Non-Affected Party shall give the
Affected Party written notice of each such contract, including the volume sold
or purchased hereunder and the term thereof;


 


(c)           the annual volume commitment of the
Non-Affected Party for Qualifying Stumpage as specified herein shall be
reduced by such volume sold or purchased under such contract for the duration
thereof; and


 


(d)           any other plan of action  mutually agreed to by both parties.


 


11

















 


8.             Term and Termination.


 


8.1          Term.  This Agreement shall expire on June 24,
2018, unless (i) this Agreement is terminated prior to such date for cause
pursuant to Section 8.2 hereof or pursuant to Section 8.3 [REDACTED], or (ii) the term of this Agreement is
extended by NPNS in accordance with Section 8.4.


 


8.2          Termination for Cause.  This Agreement shall immediately terminate if
any one of the following events (each, a “default”) has occurred and is
continuing on the tenth (10th) day after receipt of notice of an intent to
cancel by reason of such default (each, an “Event of Default”);


 


(a)           failure to make any payment required
hereunder when due which failure is not cured within ten (10) Business
Days after receipt of written notice thereof; or


 


(b)           breach of any other material term of this
Agreement, which breach is not cured within thirty (30) Business Days after
receipt of written notice thereof; or


 


(c)           insolvency or the filing by or against NPNS
or Neenah of a petition in bankruptcy (which, in the event of an involuntary
bankruptcy, is not dismissed within ninety (90) days from the date of its commencement),
or appointment by a court of a temporary or permanent receiver, trustee or
custodian, but only if NPNS or Neenah, as applicable, is in breach of its
obligations hereunder.


 


Termination shall not relieve a defaulting party of any liability to the
nondefaulting party for breach of its obligations hereunder.


 


8.3          [REDACTED]


 


8.4          Extension of Term.  NPNS shall have the option to extend the Term
an additional period to expire on July 31, 2021 (the “Renewal Term”) by
providing written notice thereof to Neenah not later than November 30,
2017.  The Renewal Term shall be upon the
same terms and conditions as the last five years of the original Term.


 


9.             Governing Law.
This Agreement shall be governed by and construed in accordance with the
domestic laws of the Province of Nova Scotia, Canada and the federal laws of
Canada applicable therein as to all matters, including but not limited to
matters of validity, construction, effect, performance and remedies (without
giving effect to any choice or conflict of law provision or rule).


 


10.          Dispute Resolution.


 


(a)           Consultation by Responsible Executives.


 


If there is any dispute, controversy or claim
arising out of or relating to this Agreement, that the personnel designated by
Neenah and NPNS respectively, with 


 


12

















 


operational responsibility for implementing this Agreement are unable
to resolve, each of the parties will cause its chief officer in charge of
managing the Timberlands (or the chief operating officer of any manager of the
Timberlands, as the case may be), to consult with each other promptly and in
good faith to endeavor to resolve such dispute, controversy or claim before
seeking mediation as provided in Section 10(b), but failure to do so shall
not limit the right of either party to submit the issue to such.


 


(b)           Mediation.


 


(i)            In the event of any dispute, controversy or
claim arising out of or relating to this Agreement or the breach, termination,
or validity thereof, except for disputes in respect of which equitable relief
is sought and except for any matter in respect of which this Agreement
specifies a resolution mechanism, (a “Dispute”), the parties shall make a good
faith attempt to settle the Dispute by mediation pursuant to the provisions of
this Section 10(b).


 


(ii)           Unless the parties agree otherwise, the
mediation shall be conducted in Halifax, Nova Scotia, in accordance with the
National Mediation Rules of the ADR Institute of Canada, Inc. by a
mediator who has the qualifications and experience set forth in paragraph (iv) of
this Section 10(b) and is selected as provided in paragraph (iv) of
this Section 10(b).


 


(iii)          Unless the parties agree otherwise, the
mediator shall be an individual of recognized expertise and experience in the
timber market in the general operating range of the Timberlands who has
mediated cases involving similar transactions for the federal or provincial
courts or for a reputable commercial alternative dispute resolution (“ADR”)
firm or not-for-profit ADR organization.


 


(iv)          Either party (the “Initiating Party”) may
initiate mediation of the Dispute by giving the other party (the “Recipient
Party”) written notice (a “Mediation Notice”) setting forth a list of the names
and resumes of qualifications and experience of three (3) impartial
persons who the Initiating Party believes would be qualified as a mediator
pursuant to the provisions of paragraph (iii) hereof.  Within seven (7) days after the delivery
of the Mediation Notice, the Recipient Party shall give a counter-notice (the “Counter-Notice”)
to the Initiating Party in which the Recipient Party may designate a person to
serve as the mediator from among the three (3) persons listed by the
Initiating Party in the Mediation Notice (in which event such designated person
shall be the mediator).  If none of the
persons listed in the Mediation Notice is designated by the Recipient Party to
serve as the mediator, the Counter-Notice shall set forth a list of the names
and resumes of three (3) impartial persons who the Recipient Party
believes would be qualified as a mediator pursuant to the provisions of
paragraph (iii) hereof.  Within
seven (7) days after the delivery of the Counter-Notice, the Initiating
Party may designate a person to serve as the mediator from among the three (3) persons
listed by the Recipient Party in the Counter-Notice (in which event such
designated person shall be the mediator). 
If the parties cannot agree 


 


13

















 


on a mediator from the three (3) impartial nominees submitted by
each party, each party shall strike two (2) names from the other party’s
list, and the two (2) remaining persons on both lists will jointly select
as the mediator any person who has the qualifications and experience set forth
in paragraph (iii) hereof.  If they
are unable to agree, then the mediator will be selected by the ADR Institute of
Canada, Inc.


 


(v)           If the Dispute cannot be settled within
thirty (30) days after the mediator has been selected as provided above, either
party may give the other and the mediator a written notice declaring the
mediation process at an end, in which event either party may pursue any
remedies available at law or in equity to resolve the Dispute.


 


(vi)          All conferences and discussions which occur
in connection with mediation conducted pursuant to this Agreement shall be
deemed settlement discussions, and nothing said or disclosed, nor any document
produced which is not otherwise independently discoverable, shall be offered or
received as evidence or used for impeachment or for any other purpose in any
current or future arbitration or litigation.


 


(vii)         Each party shall bear its own costs and
expenses with respect to mediation; provided that the costs of the mediator
shall be shared equally between the parties.


 


11.          Assignment.


 


11.1        Assignment by Neenah.


 


(a)           Except as provided in
this Section 11.1, this Agreement may not be assigned by Neenah in whole
or in part.  Notwithstanding the
foregoing, at any time during the Term, Neenah may assign this Agreement (i) to
any lender or lenders as security for obligations to such lender or lenders in
respect of the financing arrangements of Neenah or any Affiliate thereof with
such lender or lenders, or (ii) upon prior written notice to NPNS, to any
Person that is and at all times remains an Affiliate of Neenah or that merges,
amalgamations or consolidates with or into Neenah or that acquires all or
substantially all of the Timberlands.


 


(b)           Notwithstanding any other provision of this
Agreement to the contrary, NPNS and Neenah acknowledge and agree that Neenah
shall not be prohibited from selling all or any portion of the Timberlands;
provided, however, that each such purchaser thereof shall agree to be bound by
the terms of hereof with respect to the relevant Timberlands and the applicable
portion of Qualifying Stumpage volumes required hereunder pursuant to a
written instrument in form and in substance reasonably acceptable to NPNS, and
no such sale shall give rise to any additional obligations on the part of NPNS
to any such purchaser, or all of them in the aggregate, with respect to the
subject matter of this Agreement or otherwise reduce NPNS’s rights as
contemplated by 


 


14

















 


this Agreement.  At the request
of Neenah, upon any such sale, NPNS shall execute an amendment to this
Agreement acknowledging the foregoing.


 


11.2        Assignment by NPNS .  Except as provided in this Section 11.2,
this Agreement may not be assigned by NPNS in whole or in part.  Notwithstanding the foregoing, upon prior
written notice to Neenah, NPNS may assign this Agreement (i) to any Person
that is and at all times remains an Affiliate of NPNS or that merges or
consolidates with or into NPNS or that acquires all or substantially all of the
assets or stock of  NPNS, (ii) to
any Person that purchases or leases the Mill or assumes responsibility for
operating the Mill and assumes NPNS’s liabilities and obligations hereunder, or
(iii) to any lender or lenders as security for obligations to such lender
or lenders in respect of the financing arrangements of NPNS or any Affiliate
thereof with such lender or lenders.


 


12.          Publicity.  This Agreement is confidential and neither
party shall issue a press release or engage in other types of publicity of any
nature dealing with the commercial and legal details of this Agreement without
the other party’s prior written approval. 
However, approval of such disclosure shall be deemed to be given to the
extent such disclosure is required to comply with Applicable Laws. In such
event, the publishing party shall furnish, in advance, a copy of such proposed
disclosure, to the other party.


 


13.          Headings.  The headings contained in this Agreement are
for convenience only and should not be construed to limit or expand any terms otherwise
provided.


 


14.          Notices.  All notices, requests, demands and other
communications provided for hereunder shall be in writing and personally
delivered or sent by regular U.S.P.S. or Canada Post certified mail, facsimile
or similar type of overnight courier to the applicable party at the address
indicated below:


 


If to Neenah, to:


 


If to NPNS:


 


or by mail to


 


or, as to each party, at such other address as shall be designated by
such party in a written notice to the other party complying as to delivery with
the terms of this Section.  Notice shall
be deemed received when (i) hand delivered; (ii) sent, after receipt
of confirmation if sent by facsimile; (iii) five Business Days after
deposit with the U.S.P.S. or Canada Post, postage prepaid, for certified mail;
and (iv) one Business Day after delivery to overnight courier, properly
addressed to the applicable party.


 


15.          Partial Illegality.  If any provision, or part of a provision, of
this Agreement is held to be invalid or unenforceable under any Applicable Law,
then the parties shall use all commercially reasonable efforts to replace the
invalid or unenforceable provision by a provision that, to the extent permitted
by Applicable Law, achieves the purposes intended under the original provision
and to allow the parties to have the intended benefit of their bargain.  If it 


 


15

















 


cannot be so reformed, it shall be omitted.  The balance of this Agreement shall remain
valid and unchanged and in full force and effect.


 


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


 


17.          Amendments and Waivers.  This Agreement may not be terminated,
amended, supplemented, waived or modified orally, but only by a document in
writing signed by the party against which the enforcement of such termination,
amendment, supplement, waiver or modification is sought.  No waiver by any party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any such prior or subsequent
occurrence.


 


18.          Counterparts.  This Agreement may be executed by the parties
hereto in separate counterparts, including by facsimile each of which when so
executed and delivered shall be an original, but all such counterparts shall
together constitute but one and the same document.  All signatures need not be on the same
counterpart.


 


19.          Estoppel Certificates.  Either party shall, at no cost to the
requesting party, from time to time, upon twenty (20) days prior request by the
other party acting reasonably, execute, acknowledge and deliver to the
requesting party a certificate signed by an officer of the certifying party
stating that this Agreement is unmodified and in full force and effect (or, if
there have been modifications, that this Agreement is in full force and effect
as modified, and setting forth such modifications) and the dates through which
payments have been made, and either stating that to the knowledge of the signer
of such certificate no default exists under this Agreement or specifying each
such default to which the signer has knowledge.


 


20.          Submission To
Jurisdiction.  Without limiting
the parties’ agreement to submit any and all disputes to mediation and
arbitration as herein provided, if, notwithstanding said section, any party
shall have the right to seek recourse to a court with respect to any dispute
arising out of or related to this Agreement or the transactions contained in or
contemplated by this Agreement, whether in tort or contract or at law or in
equity, then any action or proceeding in respect of any such dispute shall be
brought exclusively in any Superior Court in the Province of Nova Scotia (the “chosen
courts”) and with respect to any such action each party (i) irrevocably
submits to the exclusive jurisdiction of the chosen courts for such purposes, (ii) waives
any objection to laying venue in any such action or proceeding in the chosen
courts, (iii) waives any objection that the chosen courts are an
inconvenient forum or do not have jurisdiction over any party hereto, and (iv) agrees
that service of process upon such party in any such action or proceeding shall
be effective if notice is given in accordance with Section 14 of this
Agreement.  Each party agrees that a
final judgment in any action or proceeding so brought shall be conclusive and
may be enforced by suit on the judgment or in any other manner provided by 


 


16

















 


law or at equity.  Each party
also agrees not to bring any action or proceeding arising out of or relating to
this Agreement in any other court.


 


21.          Prevailing Party.  If either party brings any proceeding for the
judicial or other interpretation, enforcement, termination, cancellation or
rescission of this Agreement, or for damages for the breach thereof, the
prevailing party in any such proceeding or appeal thereon shall be entitled to
its reasonable attorneys’ fees and expenses and court and other reasonable
costs incurred, to be paid by the losing party as fixed by the court in the
same or a separate proceeding, and whether or not such proceeding is pursued to
decision or judgment.


 


22.          Entire Agreement.  This Agreement constitutes the entire
agreement and understanding between the parties with respect to the subject
matter hereof and merges all prior discussions and negotiations between the
parties related to this matter.  None of
the parties shall be bound by any conditions, definitions, representations, or
warranties with respect to the subject matter of this Agreement other than as
expressly set forth above.


 


23.          Third-Party Beneficiaries.  Except as otherwise provided hereinafter,,
this Agreement is intended to be solely for the benefit of the parties thereto
and their permitted assigns and is not intended to and shall not confer any
rights or benefits on any third party not a signatory hereto.


 


24.          Insurance.
NPNS, or in the event that NPNS retains any third-party contractor to conduct
harvesting operations on the Timberlands, NPNS or said third-party contractor
shall, before conducting any operations, obtain and maintain the following
types of insurance and be duly registered with the Nova Scotia Workers
Compensation Board, in addition to any other insurance required by law:  (a) Worker’s Compensation and Employer’s
Liability Insurance fully covering all operations; (b) Comprehensive
Vehicle Liability Insurance, including owned, hired and non-owned vehicles,
with limits of not less than $2,000,000 single occurrence and $2,000,000
cumulative bodily injury liability; and (c) Comprehensive or Commercial
General Liability Insurance, including all contractual liability hereunder,
with limits of not less than $2,000,000 single occurrence and $2,000,000
cumulative bodily injury liability. 
Prior to the beginning of any harvesting operations hereunder, evidence
of all such insurance and registration shall be furnished to Neenah if
requested in writing.


 


25.          Construction and
Enforcement.  In construing
and enforcing this Agreement, the following rules shall be followed:


 


25.1        Control of Drafting.  Each provision of this Agreement shall be
construed simply according to its fair meaning and not strictly for or against
any party to this Agreement.  No
consideration shall be given to the fact or presumption that any party to this
Agreement had a greater or lesser hand in drafting this Agreement.


 


25.2        Captions.  Except for the boldfaced defined terms used
in Section 1, in construing and enforcing this Agreement, no consideration
shall be given to the captions of the articles, sections, subsections, and
clauses of this Agreement, which are inserted for convenience in organizing and
locating the provisions of this Agreement, not as an aid in its construction.


 


17

















 


25.3        Plural and Singular
Forms.  Plural words shall be
understood to include their singular forms and vice versa.


 


25.4        Including.  The word “include” and its syntactical forms
mean “include, but are not limited to,” and corresponding syntactical
forms.  The principle of ejusdem generis shall not be used to limit the scope of the
category of things illustrated by the items mentioned in a clause introduced by
the word “including.”


 


25.5        Definitions.  A defined term has its defined meaning
throughout this Agreement, regardless of where in this Agreement the term is
defined.


 


25.6        Internal
Cross-References.  Except as
otherwise provided in this Agreement, a reference to an Article, Section, or
clause means an article, section, or clause of this Agreement and may be
understood to mean, for example, “Section 5.1 of this Agreement” or “Section 5.1
hereof.”  The term “Section” is used
variously to identify entire Sections (as in “Section 3.1”), subsections
(as in “Section 3.1(b)”), and clauses (as in “Section 3.1(b)(i)”).


 


25.7        Currency.  Unless otherwise specifically indicated
herein all dollar amounts listed or described in this Agreement are expressed
in lawful currency of Canada.                   .  


 


18

















 


Executed as of the date first set forth above.


 


 


	
   

  	
  NEENAH:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  NEENAH PAPER COMPANY OF CANADA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Sean Erwin

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: President and Chief Executive
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature page for Stumpage Agreement

  



 


19
















 


	
   

  	
  NPNS:

  
	
   

  	
   

  
	
   

  	
  NORTHERN PULP NOVA SCOTIA CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:  Sean Erwin

  
	
   

  	
   

  
	
   

  	
  Title:   President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
  Signature page for Stumpage Agreement

  
				



 

















 


EXHIBIT A


 


Qualifying Stumpage Specifications


 


	
  “Softwood Sawlogs” shall mean:

  	
   

  
	
   

  	
   

  	
   

  
	
  (a)

  	
  Length

  	
  12,14, and 16 foot

  
	
  (b)

  	
  Trim

  	
  2” to 8”

  
	
  (c)

  	
  Minimum top diameter

  	
  4” outside bark

  
	
  (d)

  	
  Maximum diameter

  	
  28” outside bark

  
	
  (e)

  	
  Acceptable species

  	
  All Spruces & Jack Pine

  
	
  (f)

  	
  Dead wood

  	
  White, sound, dead wood is acceptable – provided
  no sap rot

  
	
   

  	
   

  	
   

  
	
  (g)

  	
  Burned wood

  	
  No burned or charred wood

  
	
  (h)

  	
  Rot

  	
  Not acceptable

  
	
  (i)

  	
  Stain

  	
  Solid hard red stain acceptable (growth rings
  must be visible)

  
	
  (j)

  	
  Sweep (& other)

  	
  1/2 top diameter maximum sweep (e.g., less than
  3” sweep on a 6” diameter bolt); no seams or forked pieces

  
	
  (k)

  	
  Limbs

  	
  Must be cut flush with bole.

  
	
  (l)

  	
  Butt Flare

  	
  No excessive butt flare

  
	
   

  	
   

  	
   

  
	
  “Softwood Studwood”
  shall mean:

  	
   

  
	
  (a)

  	
  Length

  	
  8, 9 or 10 foot

  
	
  (b)

  	
  Trim

  	
  2” to 8”

  
	
  (c)

  	
  Minimum top diameter

  	
  3.6 inches outside bark

  
	
  (d)

  	
  Maximum top diameter

  	
  12.0” outside bark

  
	
  (e)

  	
  Acceptable species

  	
  All Spruces, Balsam Fir & Jack Pine

  
	
  (f)

  	
  Loads

  	
  Mixed species loads

  
	
  (g)

  	
  Dead wood

  	
  White, sound, dead wood is acceptable – provided
  no sap rot

  
	
   

  	
   

  	
   

  
	
  (h)

  	
  Burned wood

  	
  No burned or charred wood

  
	
  (i)

  	
  Rot

  	
  Not Acceptable

  
	
  (j)

  	
  Stain

  	
  Solid hard red Stain acceptable (growth rings
  must be visible)

  
	
  (k)

  	
  Sweep (& other)

  	
  1/2 top diameter maximum sweep (e.g., less than
  3” sweep on a 6” diameter bolt); no seams or forked pieces

  
	
  (l)

  	
  Limbs

  	
  Must be cut flush with bole.

  
	
  (m)

  	
  Butt Flare

  	
  No excessive butt flare

  
	
   

  	
   

  	
   

  
	
  “Softwood Pulpwood”
  shall mean :

  	
   

  
	
  (a)

  	
  Length

  	
  8 foot

  
	
  (b)

  	
  Trim

  	
  2 to 8 inches

  
	
  (c)

  	
  Minimum top diameter

  	
  2.5” outside bark for sawmill delivered
  timber or 1” outside bark for full tree roadside flail chipper timber

  
	
  (d)

  	
  Maximum top diameter

  	
  13.0” outside bark

  
	
  (e)

  	
  Acceptable species

  	
  All softwood species

  
	
  (f)

  	
  Loads

  	
  Mixed species loads permitted unless notified
  in writing that species segregation is required (spruce/fir segregated from
  other softwood species)

  
	
  (g)

  	
  Dead wood

  	
  White, sound, dead wood is acceptable

  



 

















 


	
  (h)

  	
  Rot

  	
  Maximum 1⁄2 diameter (60% of end area) is
  acceptable

  
	
  (j)

  	
  Burn/charred wood

  	
  Unacceptable

  
	
  (j)

  	
  Sweep (& other)

  	
  12” maximum sweep; no forked pieces

  
	
  (k)

  	
  Limbs

  	
  Must be cut flush with bole.

  
	
   

  	
   

  	
   

  
	
  “Hardwood Sawlogs”
  shall mean:

  	
   

  
	
  (a)

  	
  Length

  	
  7 or 8 foot

  
	
  (b)

  	
  Trim

  	
  2 to 8 inches

  
	
  (c)

  	
  Minimum top diameter

  	
  7.0 inches outside bark

  
	
  (d)

  	
  Maximum diameter

  	
  36.0 inches outside bark

  
	
  (e)

  	
  Acceptable species

  	
  sugar maple, red maple, yellow birch, white
  birch, oak, ash, beech

  
	
  (f)

  	
  Clear faces

  	
  minimum 2 clear faces

  
	
  (g)

  	
  Heart

  	
  sugar & red maple – 1⁄2

  
	
  (h)

  	
  Stain

  	
  no stain

  
	
  (i)

  	
  Rot

  	
  red maple, beech no rot; all other species
  over 10 inches top diameter with 3 clear faces up to 30% rot

  
	
  (j)

  	
  Burn/charred wood

  	
  Unacceptable

  
	
  (k)

  	
  Sweep (& other)

  	
  less 10 inches top diameter straight; less
  than 3 inches over 10 inch top; no forks

  
	
  (l)

  	
  Limbs

  	
  Must be cut flush with bole.

  
	
  (m)

  	
  Loads

  	
  Mixed species loads acceptable

  
	
   

  	
   

  	
   

  
	
  “Hardwood Pulpwood”
  shall mean:

  	
   

  
	
  (a)

  	
  Length

  	
  8 foot or 12 to 18 feet

  
	
  (b)

  	
  Minimum top diameter

  	
  3.0 inches outside bark

  
	
  (c)

  	
  Maximum diameter

  	
  18.0 inches outside bark

  
	
  (d)

  	
  Acceptable species

  	
  All hardwood species except poplar

  
	
  (e)

  	
  Rot

  	
  Sound and cut from living trees unless
  specific market has tolerance for rot.

  
	
  (f)

  	
  Burn/charred wood

  	
  Unacceptable

  
	
  (g)

  	
  Sweep (& other)

  	
  Less than 6 inches; no forks; cut square at
  ends

  
	
  (h)

  	
  Limbs

  	
  Must be cut flush with bole.

  
	
  (i)

  	
  Butt Flare

  	
  Butt flare and scarf removed

  



 

















 


EXHIBIT B


 


Base Stumpage Prices


 


2008:                                                                     As
described in Section 5.3 of the Agreement.


 


2009:                                                                     As
described in Section 5.3 of the Agreement.


 


Remainder Of
Term:                                       [REDACTED]


 

















 


EXHIBIT C


 


2008 AND
2009 HARVEST PLANS


 


[REDACTED]


 

















 


EXHIBIT D


 


AAC FOR
SOFTWOOD VOLUME AND SILVICULTURE


 


[REDACTED]


 

















 


EXHIBIT E


 


Road Specification


 


NPNS will improve or build temporary haul roads for the removal of
Qualifying Stumpage as set forth in Section 4.2 under the following
conditions:


 


1.               To the extent
possible NPNS will use or improve existing haul roads.


 


2.               It is NPNS’s intent
that construction of new haul roads will be held to the minimum necessary to
remove the Qualifying Stumpage.


 


3.               Haul roads will be
improved or designed for one lane traffic capable of accommodating standard 18
wheel tractor-trailer log trucks.  The
road width will normally be 5.0 to 5.5 meters or less, unless terrain
features require additional width.


 


4.               Roads will be
designed to minimize the number of stream crossings.


 


5.               NPNS will be
responsible for road construction cost. 
However, if changes are made in the roads location or design solely for
the benefit of Neenah, than the additional cost of those changes will be the
responsibility of Neenah.


 


6.               The construction,
maintenance, and use of haul roads will comply with all Applicable Laws and
requirements necessary to maintain SFI ® Certification for the Timberlands.


 


7.               Following the
completion of harvesting operations roads will be left in as good or better
condition as existed prior to the harvesting. 
Temporary stream crossing will be removed, and where necessary water control
structures will be constructed.


 


8.               NPNS will notify
Neenah of completion of the harvest operation and final road maintenance, after
which responsibility for the road reverts to Neenah.


 

















 


EXHIBIT F


 


Timberland Properties