exv10w1



 



Exhibit
10.2


TIMBERLAND PURCHASE AND SALE AGREEMENT

VIRGINIA TIMBERLANDS




This Timberland Purchase and Sale Agreement (“Agreement”) is entered into by and between GLAWSON
INVESTMENTS CORP., a Georgia corporation (“Purchaser Parent”), GIC INVESTMENTS LLC, a Delaware
limited liability company owned by Purchaser Parent (“Purchaser”) and GLATFELTER PULP WOOD COMPANY,
a Maryland corporation (“Seller”), dated and effective as
of August 8 2007.



Now, Therefore, subject to the terms and conditions set forth in this Agreement and in
consideration of the mutual covenants and agreements of the parties herein contained, the receipt
and adequacy of which hereby are acknowledged, the parties agree as follows:



Article 1

Definitions




1.1 Terms. As used in this Agreement, the following terms shall have the following
meanings:




	 	(a)	 	[Intentionally Omitted]
	 
	 	(b)	 	Agreement. “Agreement” means this Timberland Purchase and Sale
Agreement dated as of August ___, 2007.
	 
	 	(c)	 	Assignment and Assumption Agreement For Land-Related Agreements and
Permits. “Assignment and Assumption Agreement for Land-Related Agreements and
Permits” means the instrument to assign and assume the Land-Related Agreements and the
Permits. The form of such Assignment and Assumption Agreement for Land-Related
Agreements and Permits is attached as Exhibit G.
	 
	 	(d)	 	Bank. “Bank” means a U.S. or state chartered bank or other
financial institution acceptable to Seller in its sole discretion.




 









 






	 	(e)	 	Business Day. “Business Day” means a day of the year other than a
Saturday or Sunday or day on which banks are required or authorized to close in New
York, New York.
	 
	 	(f)	 	Cash Assets. “Cash Assets” means the assets identified on
Exhibit N, if any.
	 
	 	(g)	 	Closing & Closing Date. “Closing” and “Closing Date” mean the date
on which the Purchase Price is paid, the Deed(s) are conveyed to Timber LLC for
recording, and the Timber LLC Interests are conveyed to Purchaser.
	 
	 	(h)	 	Code. “Code” means the Internal Revenue Code of 1986, as amended.
	 
	 	(i)	 	Deed and Deed(s). “Deed and Deed(s)” mean limited warranty deed(s)
to Timber LLC, each of which shall warrant title only against the lawful claims
arising by, through, or under Seller. The Deed shall be substantially in the form set
forth in Exhibit D.
	 
	 	(j)	 	Dollars. “Dollars” or the symbol “$” means lawful money of the
United States of America denominated in United States dollars.
	 
	 	(k)	 	Earnest Money Deposit. “Earnest Money Deposit” has the meaning
specified in Article 3.2.
	 
	 	(l)	 	Environmental Defect Parcels. “Environmental Defect Parcels” has
the meaning specified in Article 3.4.
	 
	 	(m)	 	Environmental Law. “Environmental Law” means any applicable federal
or state law, rule, or regulation pertaining to pollution or protection of the
environment, human health, or actual or threatened releases, discharges, or emissions
into the environment.
	 
	 	(n)	 	Escrow Officer. “Escrow Officer” means the following, who shall
serve as escrow agent for the purchase and sale of the Timber LLC Interests and
transfer of the Timberland Property:




Page  2









 










Chicago Title Insurance Company

4170 Ashford Dunwoody Road, Ste 460

Atlanta, GA 30319

Attn: Chris Valentine

Tel: 404-303-6300

Fax — 404-303-6307





	 	(o)	 	Governmental Authority. “Governmental Authority” means the
government of the United States of America or any other state or other political
subdivision thereof or any branch, department, agency, instrumentality, court,
tribunal, or regulatory authority that constitutes a part, or exercises any sovereign
power of, any of the foregoing.
	 
	 	(p)	 	Hazardous Substances. “Hazardous Substances” means any substance or
material defined or designated as a “Hazardous Substance” under any Environmental Law.
	 
	 	(q)	 	HSR Notifications. “HSR Notifications” has the meaning specified in
Article 5.1.
	 
	 	(r)	 	Installment Note. “Installment Note(s)” has the meaning specified
in Article 3. Such Installment Note(s) shall be substantially in the form set forth
in Exhibit K with such modifications as may be mutually agreed by the parties.
	 
	 	(s)	 	Installment Note Purchase Price. “Installment Note Purchase Price”
means the portion of the Purchase Price payable by Purchaser to Seller in
consideration for the Installment Note Timberlands.
	 
	 	(t)	 	Installment Note Timberlands. “Installment Note Timberlands” means
the Timberland Property.
	 
	 	(u)	 	Land-Related Agreements. “Land-Related Agreements” means all
leases, easements, rights-of-way, road rights, permits, licenses, contracts,
agreements, and other commitments (except collective bargaining agreements) primarily
incident or appurtenant to Seller’s ownership of the Timberland Property listed or
described in Exhibit E.




Page  3









 






	 	(v)	 	Letters of Credit. “Letters of Credit” has the meaning specified in
Article 3. The Letters of Credit shall be in such form and substance as may be
mutually agreed by the parties and otherwise consistent with the Timber Note
Indicative Terms.
	 
	 	(w)	 	Notice of Default. “Notice of Default” has the meaning specified in
Article 8.3.
	 
	 	(x)	 	Permits. “Permits” means the governmental permits, if any, listed
or described in Exhibit F.
	 
	 	(y)	 	Permitted Exceptions. “Permitted Exceptions” has the meaning
specified in Article 3.4.
	 
	 	(z)	 	Person. “Person” means an individual, partnership, limited
partnership, corporation (including a business trust), limited liability company,
joint stock company, trust, unincorporated association, joint venture or other entity,
or a government or any political subdivision or agency thereof.
	 
	 	(aa)	 	Pledge Agreement. “Pledge Agreement” has the meaning specified in
Article 3. The Pledge Agreement shall be in such form and substance as may be
mutually agreed by the parties and otherwise consistent with the Timber Note
Indicative Terms.
	 
	 	(bb)	 	Protected Species. “Protected Species” means any species of fish or
wildlife listed as either threatened or endangered under Section 4 of the Endangered
Species Act of 1973, as amended, 16 U.S.C. § 1531 et seq.
	 
	 	(cc)	 	Purchase Price. “Purchase Price” has the meaning specified in
Article 3.
	 
	 	(dd)	 	Purchaser. “Purchaser” has the meaning specified in the Preamble.
	 
	 	(ee)	 	Purchaser Parent. “Purchaser Parent” has the meaning specified in
the Preamble.




Page  4









 






	 	(ff)	 	Purchasing Parties. “Purchasing Parties” means, prior to the
Closing, Purchaser Parent and Purchaser and, immediately prior to, on and after the
Closing, Purchaser Parent, Purchaser and Timber LLC.
	 
	 	(gg)	 	Reimbursement Agreement. “Reimbursement Agreement” has the meaning
specified in Article 3. The Reimbursement Agreement shall be in such form and
substance as may be mutually agreed by the parties and otherwise consistent with the
Timber Note Indicative Terms.
	 
	 	(hh)	 	Seller. “Seller” means Glatfelter Pulpwood Company and/or its
assigns.
	 
	 	(ii)	 	Seller’s Certificate of Non-Foreign Status. “Seller’s Certificate
of Non-Foreign Status” means Seller’s Internal Revenue Code § 1445 Certificate. The
form for Seller’s Certificate of Non-Foreign Status is set forth in Exhibit H.
	 
	 	(jj)	 	Seller’s Knowledge. “Seller’s Knowledge” means present actual
knowledge, without any duty of investigation or inquiry, of any of the following
employees of Seller: Thomas V. Bosley and James B. Kuykendall.
	 
	 	(kk)	 	Seller’s Non-Financial Management Records. “Seller’s Non-financial
Management Records” means Seller’s management records concerning the Timberland
Property listed on Exhibit B-2 and specifically excluding any records that are
proprietary and confidential to Seller.
	 
	 	(ll)	 	Standard Timberland Title Exceptions. “Standard Timberland Title
Exceptions” means the general exceptions to title set forth in Exhibit C.
	 
	 	(mm)	 	Subsidiary. “Subsidiary” means, with respect to any Person, any
other Person of which (i) a majority of the outstanding share capital, voting
securities or other equity interests are owned, directly or indirectly, by such Person
or (ii) such Person is entitled, directly or indirectly, to appoint a majority of the
board of directors or managers or comparable supervisory body of the other Person.




Page  5









 






	 	(nn)	 	Timber LLC. “Timber LLC” means up to two (2) Delaware limited
liability companies to be formed by Seller prior to the Closing, pursuant to
organizational documents reasonably satisfactory to Seller and Purchasing Parties, for
the purposes described in Article 2.4, and any successor to such entity.
	 
	 	(oo)	 	Timber LLC Assets. “Timber LLC Assets” has the meaning specified in
Article 2.4.
	 
	 	(pp)	 	Timber LLC Interests. “Timber LLC Interests” means all of the
membership interests outstanding as of the Closing Date in Timber LLC.
	 
	 	(qq)	 	Timber Note Indicative Terms. “Timber Note Indicative Terms” means
the terms of the Installment Notes as set forth in Exhibit M.
	 
	 	(rr)	 	Timberland Property. “Timberland Property” means certain unimproved
timberland listed on Exhibit A, together with timber (standing and downed),
reproduction, any improvements thereon.
	 
	 	(ss)	 	Title Defects. “Title Defects” has the meaning specified in Article
3.4.
	 
	 	(tt)	 	Title Defect Parcels. “Title Defect Parcels” has the meaning
specified in Article 3.4.
	 
	 	(uu)	 	Title Insurer. “Title Insurer” means Chicago Title Insurance Company.
	 
	 	(vv)	 	Title Policy. “Title Policy” has the meaning specified in Article 4.3.
	 
	 	(ww)	 	Transaction Documents. “Transaction Documents” means this
Agreement, the Installment Notes, the Letters of Credit and any exhibits or schedules
thereto or other documents referred to therein.
	 
	 	(xx)	 	Treasury Regulations. “Treasury Regulations” means the treasury
regulations (including temporary regulations) promulgated by the United States
Department of Treasury with respect to the Code.




Page  6









 






	 	(yy)	 	Value Table. “Value Table” means the table attached as Exhibit
J.





1.2 Accounting Terms. All accounting terms not specifically defined in this Agreement
shall be construed, and all accounting procedures shall be performed, in accordance with generally
accepted accounting principles applicable in the United States as of the date of this Agreement,
consistently applied.



Article 2

Purchased Property And Assumed Liabilities




2.1 Property To Be Purchased And Sold. Seller hereby agrees to sell to Purchaser and
Purchaser hereby agrees to purchase from Seller, on the Closing Date, for the Purchase Price, and
upon the terms and subject to the conditions hereinafter stated, the Timber LLC Interests. On or
before Closing, Seller shall assign, transfer or convey to Timber LLC the following:




	 	(a)	 	Timberland Property. All of the Timberland Property.
	 
	 	(b)	 	Land-Related Agreements. To the extent assignable without consent
of third parties, to the extent assignable with consents where such consents are
reasonably obtainable at no cost to Seller, and to the extent of Seller’s assignable
interest therein where such consents are not reasonably obtainable at no cost to
Seller and where such agreements without consent are acceptable to Purchasing Parties,
without liability to Seller for such failure to obtain consents, all of Seller’s
right, title, and interest in and to the Land-Related Agreements, all of which are
listed on Exhibit E; provided, however, that except for the Replanting
Obligations (as hereinafter defined), Purchasing Parties shall have the right to
review and approve during the Inspection Period all Land-Related Agreements as being
the type of agreements that typically are assigned to and assumed by a purchaser in a
large timberland transaction and that the Land-Related Agreements, taken as a whole,
are commercially fair and reasonable and do not impose an undue burden on either the
Timberland Property or Purchaser.
	 
	 	(c)	 	Permits. To the extent assignable without liability to Seller, all
of Seller’s right, title, and interest in and to the Permits listed on Exhibit
F.




Page  7









 











2.2 Assumed Liabilities. Seller shall cause Timber LLC to assume immediately prior to the
Closing and pay when due, to the extent not paid or discharged prior to the Closing, only those
liabilities and obligations of Seller arising from and after the Closing Date pursuant to the
following:




	 	(a)	 	Timberland Property. Any obligation pertaining to the Timberland
Property as specifically identified in this Agreement including the Exhibits
excepting, however, any obligations under any Land Related Agreements that are not
assumed by Timber LLC.
	 
	 	(b)	 	Land-Related Agreements. All outstanding obligations under the
Land-Related Agreements assigned to Timber LLC and specifically identified in the
Assignment and Assumption Agreement, including, without limitation, all of Seller’s
obligations under Virginia law to replant harvested acres and all of Seller’s Virginia
Department of Forestry Alternative Management Plans (collectively, the “Replanting
Obligations”). Timber LLC shall execute such forms as prescribed by the Virginia
Department of Forestry to assume all of Seller’s Replanting Obligations, including,
without limitation, Form 74B.
	 
	 	(c)	 	Permits. All obligations under the Permits assigned to Timber LLC.





Neither Purchaser nor Purchaser Parent shall be liable for the obligations assumed by Timber LLC.



2.3 Excluded Liabilities. None of the Purchasing Parties shall assume or be liable for
obligations under Land-Related Agreements and Permits not assumed by Timber LLC.



2.4 Deeds. On or before Closing, Seller shall cause to be deeded to Timber LLC all of the
Timberland Property, and shall assign to Timber LLC, as provided above, the Land-Related Agreements
and Permits (collectively, the “Timber LLC Assets”). The parties shall cooperate in good faith with
the Title Company to mutually agree on appropriate legal descriptions for each tract at least ten
(10) days in advance of Closing. No later than ten (10) days prior to the Closing Date, Purchaser
Parent shall specify whether Seller is to form two Timber LLCs, and in the event it does so, it
shall also designate to Seller which of the Timber LLC Assets are to be conveyed to each such
Timber LLC.



Page  8









 





Article 3

Purchase Price And Terms




3.1 Purchase Price. The total purchase price shall be $43,135,000.00 (the “Purchase
Price”); provided, however, that the Purchase Price may be adjusted pursuant to Article 3.4.



3.2 Earnest Money Deposit. Upon execution of this agreement, Purchaser shall deposit into
escrow with the Escrow Officer the sum of $1,000,000.00 which amount shall be held by the Escrow
Officer, in escrow in an insured, interest-bearing account. The parties understand and agree that
upon expiration of Purchaser’s Inspection Period (hereinafter defined in Article 5.5) Purchaser
shall deposit into escrow with the Escrow Office the additional sum of $1,000,000.00, provided this
Agreement is not terminated by the Purchaser upon expiration of the Purchaser’s Inspection Period.
All principal and interest in such account is herein referred to as the “Earnest Money Deposit.”
At the Closing, the Earnest Money Deposit shall be returned to Purchaser.




	 	(a)	 	Purchaser Fails To Close. Except as provided in clause (c) below,
if Purchaser fails to close this transaction on or before the Closing Date, other than
because of a default by Seller, then Escrow Officer shall have the Earnest Money
Deposit paid over to Seller, the same being agreed upon as liquidated damages for the
failure of Purchaser to consummate the transaction contemplated hereunder. Seller
agrees to accept and take the Earnest Money Deposit as its total damages and relief
and as Seller’s sole and exclusive remedy hereunder, the parties hereby agreeing and
acknowledging that: (a) Seller would suffer damages by reason of a failure of this
transaction to close; (b) the exact amount of such damages would be difficult to
ascertain and to prove with certainty; (c) the Earnest Money Deposit constitutes a
fair and reasonable estimate of the actual damages Seller would suffer; and (d) the
parties (and/or their representatives) have negotiated and attempted, in good faith,
to estimate the amount of such damages and to compensate Seller therefore as set forth
herein.
	 
	 	(b)	 	Seller Fails To Close. Should Closing not occur due to the default
of Seller, which default remains uncured after five (5) days notice from Purchaser,
Purchaser’s remedies shall be limited to, at Purchaser’s sole election, to the
following: (i) liquidated damages being the return of the Earnest Money Deposit and
the payment by Seller to Purchaser of a cancellation fee of $250,000.00, and
termination of this Agreement; or (ii)




Page  9









 






	 	 	 	specific performance. Should Purchaser elect to accept the return of the Earnest
Money Deposit and payment by Seller to Purchaser of a cancellation fee of
$250,000.00 the parties agree that this sum is liquidated damages for the failure
of Seller to consummate the transaction contemplated hereunder. If Purchaser
waives its right to seek specific performance, Purchaser shall accept liquidated
damages and agrees to accept the sum as its total damages and relief and as
Purchaser’s sole and exclusive remedy hereunder, the parties hereby agreeing and
acknowledging that: (a) Purchaser would suffer damages by reason of a failure of
this transaction to close; (b) the exact amount of such damages would be difficult
to ascertain and to prove with certainty; (c) the return of the Earnest Money
Deposit and the payment of the cancellation fee of $250,000.00 constitutes a fair
and reasonable estimate of the actual damages Purchaser would suffer; and (d) the
parties (and/or their representatives) have negotiated and attempted, in good
faith, to estimate the amount of such damages and to compensate Purchaser therefore
as set forth herein.
	 
	 	(c)	 	Letter of Credit Failure. In the event that Purchaser complies with
its obligations under Article 14.4 but is unable to satisfy the closing condition in
Article 8.2(e) and Seller elects not to consummate the transaction contemplated herein
as a result of such condition failure, then Escrow Officer shall have the Earnest
Money Deposit paid over to Purchaser, and neither Purchaser, Purchaser Parent or any
Purchaser Assignee shall have any further liability to Seller for such condition
failure.





3.3 Payment Terms. The Purchase Price shall be payable as provided in this Article 3.3 on
the Closing Date.




	 	(a)	 	Cash Assets. The portion of the Purchase Price allocable to the
Cash Assets, if any, shall be payable in cash in immediately available funds, and
Purchaser Parent shall wire transfer the funds consistent with Seller’s wire transfer
instructions.
	 
	 	(b)	 	Installment Note Timberlands. The Installment Note Purchase Price
shall be paid by issuance of one or more installment notes in an aggregate principal
amount equal to the Installment Note Purchase Price and in substantially the form set
out in Exhibit K with such modifications as may be mutually agreed by the
parties (each an “Installment Note”). Each Installment Note shall be issued in the
denomination(s) requested by Seller




Page  10









 






	 	 	 	at least five (5) Business Days prior to the Closing Date. At Closing, Purchaser
shall deliver to Seller, for the purpose of supporting Purchaser’s obligations
under the Installment Notes, separate irrevocable standby letters of credit in
amounts sufficient to support the aggregate principal amount of all Installment
Notes (and related interest component) in such form and substance as may be
mutually agreed by the parties and otherwise consistent with the Timber Note
Indicative Terms (the “Letters of Credit”), issued by the Bank for the account of
Purchaser pursuant to a reimbursement agreement in such form and substance as may
be mutually agreed by the parties and otherwise consistent with the Timber Note
Indicative Terms (the “Reimbursement Agreement”). Purchaser’s obligations under
the Reimbursement Agreement will be secured pursuant to a pledge agreement in such
form and substance as may be mutually agreed by the parties and otherwise
consistent with the Timber Note Indicative Terms (the “Pledge Agreement”). The
Letters of Credit, Reimbursement Agreement, and Pledge Agreement are collectively
referred to as the “LC Documents.” Each Letter of Credit will have an initial
stated amount equal to the principal amount of the corresponding Installment Note
plus a corresponding interest component as described in the Letter of Credit. Each
Installment Note shall be dated as of the Closing Date and shall mature on the
twentieth anniversary of the Closing Date. The expiration date of each Letter of
Credit shall be the date that is 15 days after the maturity date of the
corresponding Installment Note.
	 
	 	(c)	 	Cooperation Regarding Transaction Structure. Purchaser Parent and
Purchaser shall cooperate with Seller to structure the transaction in a tax efficient
and cost-effective manner, so long as the same does not cause Purchaser or Purchaser
Parent to incur any additional liability whatsoever or incur material expense, other
than as contemplated in the Timber Note Indicative Terms. Seller agrees to reasonably
cooperate with Purchaser to structure the transaction to be reasonably acceptable to
Purchaser, so long as such structure is consistent with the Timber Note Indicative
Terms. Purchaser will be solely responsible for all costs associated with the
Installment Note transaction reflected in the Timber Note Indicative Terms (including,
without limitation, the costs associated with the Letters of Credit).





3.4 Adjustments To Purchase Price. The Purchase Price may be adjusted under the following
circumstances:



Page  11









 






	 	(a)	 	Title. Seller shall provide to Purchaser Parent copies of all
vesting deeds and surveys of the Property in its possession and prior year’s tax
receipts from all taxing authorities for each tract identified therein. Purchaser
Parent shall have until expiration of the Inspection Period to obtain a title
insurance commitment and to notify Seller, in writing, of Purchaser Parent’s
disapproval of any exceptions shown in the Title Commitment other than the Standard
Timberland Title Exceptions, or other objections known to and discovered by Purchaser
Parent at that time. The Standard Timberland Title Exceptions and those exceptions
that are not objected to and the Title Defects that are accepted by Purchaser Parent
shall be deemed to be the “Permitted Exceptions.” If Purchaser Parent notifies Seller
within ten (10) days after the expiration of the Inspection Period that it disapproves
of any exceptions listed on the Title Commitment or otherwise discovered by Purchaser
Parent, Seller shall have ten (10) days after receiving the disapproval notice to
remove the exceptions, provide Purchaser Parent with reasonable assurances of the
manner in which the exceptions will be removed before the Closing or deliver notice it
does not intend to cure some or any of them. If Seller does not remove the material
exceptions or provide Purchaser Parent with such assurances that are acceptable to
Purchaser Parent, such disapproved title exceptions shall be deemed title defects
(“Title Defects”), in which case, Purchaser Parent shall have the option, in its sole
discretion, within 10 days of Seller’s response to: (i) take the Timberland Property
subject to the Title Defects; or (ii) reject the portions of the Timberland Property
affected by such Title Defects (the “Title Defect Parcels”); provided, however, that
the creation, configuration, and size of any Title Defect Parcel shall be in
economically and commercially viable size and location and shall be in compliance with
all applicable land use and development standards and shall be determined by Seller in
its reasonable business judgment after consulting with Purchaser Parent but in no
event to exceed eighty (80) additional acres beyond the acreage affected by the Title
Defect. In the event any subdivision or record plan or other mechanism to legally
subdivide and retain title to the Title Defect Parcel is required (the “Subdivision
Approval”) the same shall be undertaken at Purchaser Parent’s sole cost and expense on
or before the Closing Date, with Seller agreeing to reasonably cooperate in processing
the same. If the Subdivision Approval is not obtained by the Closing Date, the entire
Tract(s) containing the Title Defect Parcel shall be excluded from the Timberland
Property. Purchaser Parent may exclude only four (4) Title Defect Parcels in the
aggregate. Seller shall provide Purchaser an adjustment to the Purchase Price at
Closing for the average price per acre shown on the Value Table for the number of
acres deleted by Seller as a result of the Title Defect. In such circumstance, the
Purchase Price shall be decreased by the aggregate value




Page  12









 






	 	 	 	of all Title Defect Parcels determined according to the Value Table. For purposes
of this Article, a parcel acquired by Seller by quitclaim deed shall not be deemed
a Title Defect Parcel based solely on the fact that title was acquired by quitclaim
deed; provided, however, that the Title Commitment does not indicate an exception
to the title or Purchaser Parent does not otherwise identify an objection to title
other than the fact that the tract was transferred by quitclaim deed.






	 	(b)	 	Access. For the purposes of this Agreement, any parcel of the
Timberland Property that lacks insurable access to and from a public road shall be
viewed as lacking access. As of Closing, the parcels lacking insurable access may be
treated as Title Defect Parcels at Purchaser Parent’s election, in which event said
parcels lacking insurable access may be deleted from the Property and an adjustment to
the Purchase Price shall be made for the average price per acre shown on the Value
Table for the number of acres within said tract or tracts lacking insurable access.
	 
	 	(c)	 	Environmental Assessment & Protected Species Review. To the extent
in Seller’s possession, Seller shall provide Purchaser Parent with information
collected as a result of its internal informal environmental site assessment, if any,
within ten (10) days of the execution of this Agreement. No later than thirty (30)
days after the expiration of the Inspection Period, Purchaser Parent may obtain a
Phase I environmental assessment of the Timberland Property based on industry
standards, as well as an assessment of any Protected Species currently inhabiting or
affecting the Timberland Property (collectively, the “Assessments”). Seller shall
reasonably cooperate with Purchaser Parent and Purchaser Parent’s environmental
consultant in Purchaser Parent’s Phase I environmental assessment of the Timberland
Property. In the event such reviews reveal: (i) the existence of any waste disposal
site, landfill, dump site, hazardous waste or hazardous substance or spillage of any
petroleum, crude oil or any fraction thereof, or any other facts or circumstances that
are reasonably believed by Purchaser Parent’s environmental consultant to create or
have the potential to create a material environmental risk or are or may be in
material violation of Environmental Law, or (ii) material Protected Species issues or
facts or circumstances that Purchaser Parent’s environmental consultant reasonably
believes are or may be in violation of the Endangered Species Act or other federal,
state or local law, rule or regulation protecting Protected Species, Purchaser Parent
shall have the option, in its sole discretion, within thirty (30) days after
expiration of the Inspection Period to take or reject the affected portions of the
Timberland Property (the “Environmental Defect Parcels”); provided, however, that the
creation,




Page  13









 






	 	 	 	configuration and size of any Environmental Defect Parcel shall be in economically
and commercially viable size and location, and shall be in compliance with all
applicable land use and development standards and shall be determined by Seller in
its reasonable business judgment after consulting with Purchaser Parent but in no
event to exceed eighty (80) additional acres beyond the acreage affected by the
Environmental Defect. Any Subdivision Approval shall be undertaken at Purchaser
Parent’s sole cost and expense on or before the Closing Date, with Seller agreeing
to reasonably cooperate in processing the same. If the Subdivision Approval is not
obtained by the Closing Date, the entire Tract(s) containing the Environmental
Defect Parcel shall be excluded from the Timberland Property. Purchaser Parent may
exclude only four (4) Environmental Defect Parcels in the aggregate. Seller shall
provide Purchaser an adjustment to the Purchase Price at Closing for the average
price per acre shown on the Value Table for the number of acres affected by the
Environmental Defect and the additional acres added by Seller. In such
circumstance, the Purchase Price shall be decreased by the aggregate value of the
Environmental Defect Parcels including the acres added determined according to the
Value Table.






	 	(d)	 	Scheduled Timber Harvest. Prior to Closing, Seller shall harvest
timber in accordance with the cutting schedules to be provided by the Seller to the
Purchaser Parent upon execution of this Agreement. All harvesting shall be completed
by the Closing Date, and on or before said date, Seller shall provide to Purchaser
Parent a notice of timber harvest with the supporting data, by tract number confirming
the volume of timber harvested after May 31, 2007. At Seller’s election, the Purchase
Price shall be adjusted downward based on the volume of timber harvested since May 31,
2007, and based upon the Value Table, or Seller shall pay Purchaser Parent at Closing
for such timber based on the value of timber harvested and based upon the Value Table.
	 
	 	(e)	 	Casualty Loss; Condemnation; Unauthorized Harvest. The parties
acknowledge that losses of timber may occur prior to the Closing as a result of, but
not limited to: (i) theft, fire, flood, storm, war, insurrection, natural disaster,
disease, insects, or any other casualty or (ii) condemnation. In the event of any
such loss prior to Closing as determined by the Value Table in excess of $100,000,
there shall be an adjustment to the Purchase Price based upon the Value Table.
Further, in the event of any such loss prior to Closing is in excess of ten percent
(10%) of the Purchase Price, Purchaser Parent, or Seller at its election, may
terminate this Agreement in which event the Earnest Money Deposit




Page  14









 






	 	 	 	shall be refunded to Purchaser and no party shall have any further liability
hereunder except such as by its terms expressly survives termination (the
“Surviving Obligations”).






	 	(f)	 	Acreage Verification. Purchaser Parent may verify the information
provided by Seller or other information furnished to or discovered by Purchaser Parent
with regard to the acreage of the Timberland Property. In the event Purchaser Parent
decides to perform such verification studies, such verification studies shall be
completed no later than the expiration of the Inspection Period. Following such
verification, subject to dispute by Seller, Purchaser Parent shall make available to
Seller a copy of all verification study reports, data, and related materials that show
an acreage variation that is more than 50 acres below the acreage contained in the
Property, as represented by Seller, of 25,916.18 acres (as the same may have been
reduced). If Seller retains a Title Defect Parcel or an Environmental Defect Parcel,
the Purchase Price shall be adjusted for said acreage discrepancy based on the Value
Table.





3.5 Process Applicable To Adjustments. In the event of adjustments pursuant to Article
3.4, the following provisions also shall apply.




	 	(a)	 	Surveys. If a survey is required to identify the legal description
of any Title Defect Parcel or Environmental Defect Parcel, it shall be paid for
one-half by Seller and one-half by Purchaser Parent and performed by a mutually
acceptable registered land surveyor.
	 
	 	(b)	 	Reservation Of Access Easements. If any of the portions of the
Timberland Property retained by Seller pursuant to this Article do not have practical
and legal access and require access across a portion of the Timberland Property, then
at Closing Seller shall be entitled to reserve unto itself a non-exclusive road
easement or easements for ingress and egress and utilities for the development and use
of any retained parcels not more than sixty (60) feet in width (or any such width
required for a public road up to eighty (80) feet, if reasonably necessary in Seller’s
opinion) over the Timberland Property, such easement to be in the standard form used
by Seller for such easements at a location approved by Purchaser Parent identifying
all roads by appropriate legal description and attaching a map or plat with the
location of the road cross-hatched. The easement shall in all events provide (i) that
all merchantable timber that requires harvesting in order to construct, repair, or
improve any road to make use




Page  15









 






	 	 	 	of such easement shall be cut and decked by the roadside for Purchaser Parent’s
disposition after written notice to Purchaser Parent at least sixty (60) days in
advance, (ii) that Purchaser Parent has the absolute right to relocate the easement
to another location selected by Purchaser Parent that does not have a material
adverse effect on Seller; provided, however, that Purchaser Parent shall construct
a road at least in the same condition as the existing road, if any, on the easement
reserved by Seller and that the parties shall execute and file of record a
Relocation of Easement in a form requested by Purchaser Parent and approved by
Seller identifying the existing easement to be terminated and the new easement to
be created shall be identified in the same manner as in the original easement.
	 
	 	(c)	 	Dispute Resolution Regarding Adjustments. Disagreements regarding
the adjustments, if any, to the Purchase Price and acreage as provided for herein
shall be resolved prior to Closing by arbitration by a consultant agreed upon by the
parties; provided, however, that such consultant shall use the Value Table for
purposes of monetary calculation, in resolving any dispute and determining the
appropriate adjustment to the Purchase Price. If the parties cannot agree upon a
consultant, then each party shall appoint a consultant within five (5) days of receipt
of written demand by the other and the two consultants shall appoint a third
consultant within five (5) days of their appointment who shall act as the “consultant”
for the purposes of this Article. If a party fails to appoint a consultant or the two
parties fail to agree upon a consultant, then one may be appointed by a judge of a
court having jurisdiction over the parties and the subject matter.





Article 4

Title




4.1 Conveyance Of Title To Timberland Property. On or before Closing, Seller shall convey
marketable fee simple title to the Timberland Property by one or more Deed(s) to Timber LLC, each
of which shall warrant title against the lawful claims arising by through or under Seller
(collectively, the “Timberland LLC Deeds”). The Deed(s) and the conveyance of the Timberland
Property to Timber LLC shall be subject to the Permitted Exceptions. Seller and Purchaser Parent
shall agree on the allocation of the value of any tracts conveyed by county and shall complete any
affidavits necessary for determining taxes or fees for filing the Deeds to Timber LLC or any
mortgages desired by Purchaser Parent.



Page  16









 





4.2 Conveyance of Timber LLC Interests. At Closing, Seller shall convey good and
marketable title to the Timber LLC Interests to Purchaser by way of the Assignment and Assumption
Agreement in the form of Exhibit O attached hereto (the “Assignment of LLC Interests”).



4.3 Title Insurance. Purchaser Parent, at its option, may elect to obtain an ALTA
standard coverage owner’s and/or lender’s title insurance policy (the “Title Policy”) issued by the
Title Insurer dated as of the Closing Date in the amount of the Purchase Price and showing title to
the Timberland Property vested in the name of Timber LLC. As a condition to Purchasing Parties’
obligation to close the transactions contemplated hereunder, at Closing, the Title Policy shall be
subject to no special exceptions other than the Permitted Exceptions. The premium for the Title
Policy shall be paid by Purchaser Parent with no obligation to cure. Seller shall reasonably
cooperate with Purchaser Parent and the Title Insurer in investigating any Title Defect and
Environmental Defect parcels. Seller shall execute and deliver any reasonable affidavits typically
requested by title companies from sellers of timberland and deliver the same to the Title Insurer
on or before Closing, provided the same do not expose Seller to any material increased liability.



4.4 Restrictions On Conveyancing. Except as set forth in Article 5.3, Seller shall not
convey, contract, or otherwise agree to convey any right, title, or interest in and to the
Timberland Property to any person or entity from and after the execution of this Agreement, except
for hunting and/or recreational licenses that will be cancelled on or before Closing, without the
prior written consent of Purchaser Parent, which may be withheld by Purchaser Parent in its sole
discretion.



Article 5

Action Prior to Closing




5.1 Hart-Scott-Rodino Filings. If required, Seller and Purchaser Parent shall each as
soon as possible, but in no event later than 45 days prior to the Closing Date, file the
notifications required to be filed by them with respect to the transaction contemplated by this
Agreement under the provisions of the Hart-Scott-Rodino Anti-trust Improvements Act of 1976, Public
Law No. 94-435, and any rules and regulations thereunder (“HSR Notifications”). Seller and
Purchaser Parent shall cooperate with each other in responding to any governmental inquiry or
request for further information with respect to such notifications, but neither party shall be
required to defend any action that asserts the transactions contemplated by this Agreement
constitute a violation of law. Seller and Purchaser Parent shall each pay one-half (1/2) of the
Hart-Scott-Rodino filing fee and shall each bear their own expenses (including attorneys’ fees) in
making the



Page  17









 







required filings. Seller agrees to cooperate with Purchaser Parent in order to determine the
applicability of any exemptions to filing the HSR Notifications, including but not limited to
exemptions for non-productive property.



5.2 Management Of Timberland Property Lease Prior To Closing. Prior to Closing, Seller
shall operate the Timberland Property consistent with past practices except that Seller shall not
knowingly take any action or inaction that would violate any term, condition, or provision of this
Agreement. The parties acknowledge that Seller shall continue to harvest timber on the Property
and shall keep accurate records indicating the volumes of timber harvested prior to Closing. The
parties further acknowledge that the Purchaser shall receive a credit against the Purchase Price at
Closing based on the volume of the timber harvested and the value of the timber harvested using the
values shown on the Value Table.



5.3 Agreements And Commitments. After the date of this Agreement, Seller shall not,
without Purchaser Parent’s written consent, which may be withheld in Purchaser Parent’s sole
discretion, enter into any new agreements, leases, contracts, or commitments relating to the
Timberland Property, nor make any changes in any of the existing Land-Related Agreements, other
than: (a) commitments relating to repairs, maintenance, and/or security necessary to preserve the
Timberland Property; (b) hunting and/or recreational licenses that are cancelled on before Closing,
(c) renewals or extensions of any of the Land-Related Agreements in the ordinary course of
business; provided, however, that such renewals or extensions or new agreements, leases, contracts,
or commitments shall be made in the ordinary course of business and have terms of one (1) year or
less and otherwise contain the same terms. Seller shall not create, assume, or permit the creation
of any lien or encumbrance, other than the lien for current taxes, upon any of the Timberland
Property. Prior to Closing, Seller shall fulfill its obligations under Land-Related Agreements and
Permits and shall enforce all of its material rights under Land-Related Agreements and Permits.



5.4 Inspection. Purchaser Parent will have until the Closing to inspect the Property on
reasonable advance notice to Seller, among other things, to verify timber volumes located thereon
and verify compliance with applicable laws, ordinances and regulations. Prior to providing access
to the Timberland Property, Purchaser Parent shall deliver to Seller proof of comprehensive general
liability insurance satisfactory in form and content to Seller in its reasonable discretion, and
Purchaser Parent shall maintain such insurance through Closing. Purchaser Parent and its agents,
representatives, employees, engineers, contractors and assigns will have the right to enter upon
the Timberland Property to inspect, examine, survey and make test borings, soil bearing tests,
timber cruises, and other engineering tests or surveys which it may deem necessary or advisable.
Purchaser Parent hereby agrees to indemnify and hold Seller harmless from



Page  18









 







any and all cost and expense resulting from any claims or damages caused by or relating to such
inspections, examinations and tests.



5.5 Inspection Period. Purchaser Parent shall have the right, subject to the terms
herein, for a period of sixty (60) days after the date of this Agreement, to enter upon, inspect,
and investigate the Timberland Property, cruise the timber and to verify timber volumes, and to
evaluate and verify the accuracy all data and information provided by Seller to Purchaser Parent in
connection with the Timberland Property. Purchaser Parent shall have the right at any time during
the Inspection Period to notify Seller and Escrow Officer that it has elected to terminate this
Agreement and receive a return of the Earnest Money, plus any interest earned thereon. Upon
receipt of such notice the Escrow Officer shall return the Earnest Money, plus any interest earned
thereon, to Purchaser and neither party shall have any further rights or obligations hereunder,
except for those obligations which by their terms shall survive such termination. If Purchaser
Parent does not elect to terminate this Agreement prior to expiration of the Inspection Period as
provided herein, this Agreement shall remain in full force and effect.



Article 6

Closing




6.1 Closing Date. The transfer of the Timberland Property and the purchase and sale of
the Timber LLC Interests shall close on or before sixty (60) days following the expiration of the
Inspection Period, but in no event later than December 14, 2007, at a time selected by Purchaser
Parent upon reasonable notice to the Seller at the offices of Purchaser Parent’s Counsel, Martin
Snow, LLP, 240 Third Street, Macon, Georgia, or at such other location as may be mutually agreeable
to Seller and Purchaser Parent. Seller may participate in Closing by way of delivering documents
in escrow.



6.2 Closing Documents. On or before the Business Day immediately prior to the Closing,
the parties shall do the following:




	 	(a)	 	Seller Deposits. Seller shall deposit into Escrow the following
documents (each fully executed and, as to the Deeds, acknowledged): (i) the Deeds to
Timber LLC, (ii) the Assignment of LLC Interests; and (iii) such other documents as
Seller is required to deliver to Purchaser hereunder.




Page  19









 






	 	(b)	 	Purchaser Deposits. Purchaser shall deposit into Escrow any such
fully executed documents as Purchaser is required to deliver to Seller hereunder. In
addition, Purchaser shall furnish written confirmation of intention to deposit [the
cash portion of the Purchase Price, less the Earnest Money Deposit,]1 into
Escrow, with the actual deposit to be made by wire funds before 12:00 noon (eastern
time) on the Closing Date.





6.3 Seller’s Obligations. Seller shall deliver to Purchaser or Timber LLC, as applicable,
the following:




	 	(a)	 	Board Resolution(s). Certified copies of resolutions duly adopted
by the Seller’s Board of Directors, authorizing the transactions contemplated by this
Agreement (including, if applicable, the Installment Note transaction), and the
execution and delivery of this Agreement.
	 
	 	(b)	 	Executed Assignment Of LLC Interests. An executed assignment of LLC
Interests.
	 
	 	(c)	 	Seller’s Certificate Of Non-Foreign Status. An executed Seller’s
Certificate of non-Foreign Status.
	 
	 	(d)	 	Assignment And Assumption Agreement For Land-Related Agreements And
Permits. An executed Assignment and Assumption Agreement for Land Related
Agreements and Permits together with consents, if any, covering Seller’s rights under
the Land-Related Agreements and Permits being assigned to Timber LLC on the Closing
Date; provided, however, that, if a specific form is required for transfer or
assignment, such form shall be used.
	 
	 	(e)	 	Security Deposits. All security deposits held by Seller under the
Land-Related Agreements, if any, shall be delivered to Timber LLC.
	 
	 	(f)	 	Prorations. All prorated amounts due and owing to Purchaser
pursuant to this Agreement.







 




			
	1	 	LC and Timber Notes should be delivered in escrow the
day before.




Page  20









 











	 	(g)	 	Affidavits. All reasonable or customary affidavits requested by the
Title Insurer as provided in Article 4.2.
	 
	 	(h)	 	Certificates Of Good Standing. Certificates of good standing of
Seller in the States of Maryland and Virginia, and Timber LLC in the State of
Delaware.
	 
	 	(i)	 	Incumbency Certificate. An incumbency certificate from Seller.
	 
	 	(j)	 	Timber Supply. The executed Stumpage Supply Agreement, in form and
content substantially as provided in Exhibit P.
	 
	 	(k)	 	Deeds. The Timber LLC Deeds.





6.4 Purchaser’s Obligations. Purchaser shall deliver or make available to Seller the
following:




	 	(a)	 	Unanimous Consent Of Members(s). Certified copies of a unanimous
consent duly adopted by Purchaser’s Members authorizing the purchase of the assets
covered by this Agreement, and the execution and delivery of this Agreement.
	 
	 	(b)	 	Purchase Price, Closing Costs, and Prorations. Purchaser shall pay
and deliver to Seller and/or to such party or parties as Seller shall direct the
Purchase Price, including the Installment Notes and closing costs and prorated amounts
due and owing Seller pursuant to this Agreement.
	 
	 	(c)	 	Certificates Of Good Standing. Certificates of good standing of
Purchaser in the states of its organization and Georgia (as applicable).
	 
	 	(d)	 	Incumbency Certificate. An incumbency certificate from Purchaser.
	 
	 	(e)	 	Affidavits. All reasonable or customary affidavits requested by the
Title Insurer.




Page  21









 






	 	(f)	 	Timber Supply. The executed Stumpage Supply Agreement, in form and
content substantially as provided in Exhibit P.





6.5 Closing Statement. No less than forty-eight (48) hours prior to the scheduled
Closing, the parties shall have agreed on a Closing Statement pertaining to the transaction that
addresses prorations, closing costs, and similar matters.



6.6 Escrow Officer. The Escrow Officer shall do the following: (a) record the Deed(s)
and any mortgages or other instruments pertaining to Purchaser’s financing of the transaction, all
appropriate affidavits concerning filing the same and all fees, taxes, and costs associated with
the filings; (b) deliver to Purchaser any documents that Seller is to deliver and Purchaser is to
receive hereunder through Escrow; (c) deliver to Seller any documents that Purchaser is to deliver
and Seller is to receive hereunder through Escrow; and (d) disburse to Seller, by wire transfer to
an account designated by Seller in writing, the portion of the Purchase Price to be paid in cash
less the amount of any net credit to Purchaser resulting from the prorations required hereunder and
any costs that Seller is required to pay hereunder. The Escrow Officer’s performance of the
foregoing actions shall be deemed to occur simultaneously.



Article 7

Closing Costs and Prorations




7.1 Closing Costs And Expenses. The costs and expenses shall be paid as specified herein.
Purchaser shall have the benefits and burdens of ownership as of the Closing Date.




	 	(a)	 	Seller. Seller shall pay:






	 	(i)	 	any state or local transfer taxes, documentary stamp taxes,
or similar taxes charged on the consideration paid for each deed to Timber LLC
and the transfer of the Timber LLC Interests to Purchaser.
	 
	 	(ii)	 	any harvest excise taxes, timber ad valorem taxes or liens
resulting from its operations prior to Closing;




Page  22









 






	 	(iii)	 	any income taxes relating to Seller’s operations on the
Timberland Property prior to the Closing;
	 
	 	(iv)	 	any compensating taxes and penalties that may be payable due
to the removal of the Timberland Property or any portion thereof from “forest
land” or “timberland” or similar non-ad valorem tax classification or
designation and arising solely from Seller’s actions or any change of use
prior to Closing;
	 
	 	(v)	 	any amount due to Purchaser for prorations or other sums due
under this Agreement.






	 	(b)	 	Purchaser Parent. Purchaser Parent shall pay at the Closing:






	 	(i)	 	the costs for title examination, title insurance commitment
and the title insurance premium;
	 
	 	(ii)	 	any costs for environmental review, Protected Species review,
and any other due diligence costs of Purchasing Parties;
	 
	 	(iii)	 	income taxes relating to the Timberland Property on or after
the Closing;
	 
	 	(iv)	 	the costs to record any instruments pertaining to Purchasing
Parties’ financing of the transaction;
	 
	 	(v)	 	any amount due to Seller for prorations or otherwise under
this Agreement, and
	 
	 	(vi)	 	any costs associated with Purchasing Parties’ financing of
this transaction.






	 	(c)	 	Shared Costs. Seller and Purchaser Parent shall share, split
equally, and pay:




Page  23









 












	 	(i)	 	any escrow fee;
	 
	 	(ii)	 	the Hart-Scott-Rodino filing fee, if applicable; and
	 
	 	(iii)	 	the cost of any survey associated with any carve-out
acreage.





7.2 Prorations. Property taxes, land use income from Land-Related Agreements, and similar
matters customarily prorated in similar transactions shall be prorated between the parties as of
the Closing Date.



7.3 Real Property Taxes And Assessments. Current year real property taxes and assessments
with respect to the Timberland Property, both general and special, shall be prorated between Seller
and Purchaser Parent as of the Closing Date. The last officially certified rate and valuation
shall be used for such prorations. Seller shall be solely responsible for all real property taxes
and assessments applicable to the Timberland Property payable in prior years. Seller shall be
solely responsible for any assessments, taxes, expenses, or contract obligations pertaining to the
Timberland Property and Timber LLC arising, accruing, or incurred prior to Closing. Purchaser
Parent shall be responsible for all taxes and assessments due and payable in respect of the
Timberland Property and Timber LLC after Closing.



7.4 Land-Related Agreements. Seller shall be solely responsible for any contract
obligations pertaining to the Timberland Property arising, accruing, or incurred prior to Closing
and shall be entitled to all payments accruing under the Land-Related Agreements for the period
prior to and including the Closing Date. Purchaser Parent shall be solely responsible for any
obligations under the Land-Related Agreements assigned to Timber LLC by the Assignment and
Assumption Agreement arising, accruing, or incurred subsequent to Closing and shall be entitled to
all payments accruing under the Land-Related Agreements for the period commencing on the Closing
Date as well as any security deposits, other deposits, or unearned pre-payments pertaining to the
Land-Related Agreements.



7.5 Change In Tax Classification. Purchaser Parent shall be solely responsible for the
payment of any taxes which may accrue any time after Closing by reason of any change in the use,
zoning, land use classification or other tax classification of the Timberland Property; provided,
however, that if any change in the tax classification or designation applicable to the Timberland
Property, or any portion thereof changes prior to, at or after Closing solely and directly due to
any deliberate act of Seller prior to Closing or due to the failure of Seller to reasonably
cooperate with Purchaser



Page  24









 







Parent in Purchaser Parent’s preparation and submittal prior to Closing of a timber management plan
containing a notice of continuance acceptable to the applicable governmental authority, (which
preparation and submittal Purchaser Parent agrees to diligently pursue) then Seller shall be solely
responsible for payment of any compensating tax and related interest and penalties resulting
therefrom, and Seller shall indemnify Purchaser Parent for such costs. Seller, at no cost or
liability to Seller, agrees to reasonably cooperate with Purchaser Parent in executing and filing
forms, affidavits, certificates or other documents necessary to preserve the tax status of the
Timberland Property, which obligation shall survive Closing.



Article 8

Contingencies




8.1 Conditions Precedent To Purchasing Parties’ Obligation To Close. The Purchasing
Parties’ obligations to consummate the transactions contemplated herein are subject to the
satisfaction of each of the following conditions, and all other conditions contained herein, any or
all of which may be waived by Purchaser Parent, in whole or in part, but only expressly and in
writing. Satisfaction of each condition shall be determined by Purchaser Parent, in its sole
discretion.




	 	(a)	 	Representations and Warranties. Seller’s representations and
warranties contained in this Agreement shall be true and correct in all material
respects as of the Closing Date as though made at the time of Closing and there shall
have been no breach in any material respect by Seller in the performance of its
agreements and covenants contained herein and each of the agreements and covenants of
Seller contained in this Agreement to be performed at or prior to the Closing shall
have been duly performed.
	 
	 	(b)	 	Performance By Seller. Seller shall have materially performed all
obligations required to be performed by it under this Agreement, and materially
complied with all covenants for which compliance by it is required under this
Agreement, prior to the Closing, including without limitation executing and delivering
the agreements and documents described in this Agreement.
	 
	 	(c)	 	Hart-Scott-Rodino. All waiting periods pursuant to the
Hart-Scott-Rodino Act applicable to the transactions contemplated by this Agreement
shall have expired or been terminated or Seller and Purchaser Parent shall
have determined that applicable exemptions exist that exempt HSR Filings for this
transaction.




Page  25









 












	 	(d)	 	Litigation. No statute, rule, regulation, executive order, decree,
ruling of any court or Governmental Authority, permanent injunction or other order
shall have become effective restraining, enjoining or otherwise prohibiting or making
illegal the consummation of the transactions contemplated hereby.
	 
	 	(e)	 	Title To Timberland Property. Seller shall have delivered the Deeds
to Timber LLC or to the Escrow Officer without title defects except as approved by
Purchaser Parent pursuant to Article 3.4 and containing only Permitted Exceptions.
	 
	 	(f)	 	Termination For Material Adverse Change. In the event cumulative
adjustments to the Purchase Price pursuant to Article 3.4 equal ten percent (10%) or
more of the Purchase Price, Purchaser Parent may terminate this Agreement prior to the
Closing by written notice to Seller.





8.2 Conditions Precedent To Seller’s Obligation To Close. Seller’s obligation to
consummate the transaction contemplated herein is subject to the satisfaction of each of the
following conditions, and all other conditions contained herein, any or all of which may be waived
by Seller, in whole or in part, but only expressly and in writing. Satisfaction of each condition
shall be determined by Seller, in its sole discretion.




	 	(a)	 	Representations. Purchasing Parties’ representations and warranties
contained in this Agreement shall be true and correct in all material respects as of
the Closing Date as though made at the time of Closing; and there shall have been no
breach in any material respect by Purchasing Parties in the performance of their
agreements or covenants contained herein, and each of the agreements or covenants of
Purchasing Parties contained in this Agreement to be performed at or prior to the
Closing shall have been duly performed.
	 
	 	(b)	 	Hart-Scott-Rodino. All waiting periods pursuant to the
Hart-Scott-Rodino Act applicable to the transactions contemplated by this Agreement
shall have expired or been terminated or Seller and Purchaser Parent shall




Page  26









 






	 	 	 	have determined that applicable exemptions exist that exempt HSR Filings for this
transaction.
	 
	 	(c)	 	Litigation. No statute, rule, regulation, executive order, decree,
ruling of any court or Governmental Authority, permanent injunction or other order
shall have become effective restraining, enjoining or otherwise prohibiting or making
illegal the consummation of the transactions contemplated hereby.
	 
	 	(d)	 	Bankruptcy. Seller shall not be obligated or under any duty to
Close this transaction in the event of the filing of any bankruptcy or insolvency
petition or action by or against Purchasing Parties.
	 
	 	(e)	 	Letters Of Credit To Seller. The Letters of Credit shall have been
delivered to Seller by the Banks in such maximum aggregate amounts per Bank as are
satisfactory to Seller and on terms and conditions that are consistent with the Timber
Note Indicative Terms and otherwise satisfactory to Seller.
	 
	 	(f)	 	Purchaser and Purchaser Parent shall have entered into an
amended and restated limited liability company operating agreement in respect of
Purchaser in form and content satisfactory to Seller.
	 
	 	(g)	 	Purchaser shall have entered into a paying agency agreement in form
and substance reasonably satisfactory to Purchaser Parent and Seller, with a third
party paying agent reasonably satisfactory to Seller and Purchaser Parent pursuant to
which the paying agent will make payments of amounts due and payable under the
Installment Notes, hold and invest Purchaser’s excess cash and provide other customary
services.
	 
	 	(h)	 	Termination For Material Adverse Change. In the event cumulative
adjustments to the Purchase Price pursuant to Article 3.4 equal ten percent (10%) or
more of the Purchase Price, Seller may terminate this Agreement prior to the Closing
by written notice to Purchaser.





8.3 General Provisions Regarding Contingencies And Default. If any of the foregoing
conditions are not satisfied or waived in writing by Purchaser Parent or Seller, as applicable, on
or before the time of Closing, then this Agreement shall



Page  27









 







terminate and the parties shall be entitled to the remedies provided in this Agreement. Upon the
failure of either party to perform a duty or obligation imposed upon it by this Agreement, the
non-defaulting party shall furnish written notice to the defaulting party specifying the basis of
the default (“Notice of Default”). The defaulting party shall have five (5) days after receiving
the Notice of Default to cure the default before the non-defaulting party may terminate the
Agreement or seek any other rights or remedies provided by this Agreement.



Article 9

Possession and Condition




9.1 Possession Of The Timberland Property. Timber LLC shall obtain possession of the
Timberland Property on or before Closing, subject to any possessory rights of third parties
referenced in this Agreement.



9.2 Copies Of Management Records. Seller shall deliver to Purchaser, at Closing, the
documents identified in Exhibit B-2 to the extent the Seller has possession of any such
documents.



9.3 Condition. Purchaser Parent and Purchaser agree that they have inspected and are
thoroughly familiar with the Timberland Property and are acquiring the Timberland Property in its
“as is, where is” condition subject to their due diligence rights and remedies as set forth in this
Agreement.



Article 10

Representations and Warranties




10.1 Seller’s Representations and Warranties. Seller covenants, represents, and warrants
as follows, which covenants, representations, and warranties are and shall be on Closing true and
correct in all material respects:




	 	(a)	 	Incorporation. Seller is duly incorporated, validly existing, and
in good standing under the laws of the State of Maryland and authorized to do business
in Virginia.
	 
	 	(b)	 	Authorization. Seller has all the power and authority to execute,
deliver, and perform all of Seller’s obligations under this Agreement. This




Page  28









 






	 	 	 	Agreement is a valid obligation binding upon the Seller in accordance with its
terms.
	 
	 	(c)	 	No Adverse Results From Sale. Neither execution nor delivery of
this Agreement and the consummation of the transaction contemplated hereby will
constitute: (i) an event of default under any agreement to which Seller is a party,
or by which Seller is bound other than such default as would not materially affect
Seller’s ability to consummate the transaction contemplated hereby; (ii) an event
which would result in the creation or imposition of any valid lien, charge, or
encumbrance on the Timberland Property; or (iii) a breach or violation of any permit,
license, order, judgment, or decree by which Seller may be bound.
	 
	 	(d)	 	Non-Foreign Person Certification. Seller is not a foreign person or
entity, as described in the Foreign Investments in Real Property Tax Act, Internal
Revenue Code § 1445.
	 
	 	(e)	 	No Restriction. To Seller’s Knowledge, there is neither pending nor
threatened, any legal action, arbitration, or administrative hearing before any
Governmental Authority to which Seller is a party and that could enjoin or restrict
Seller’s right or ability to perform its obligations under this Agreement.
	 
	 	(f)	 	No Uncorrected Notices or Violation of Law. To Seller’s Knowledge,
there are no outstanding or uncorrected written notices from any Governmental
Authority having jurisdiction over the Timberland Property of violations of federal,
state or local laws, rules or regulations applicable to Seller’s operations on the
Timberland Property.
	 
	 	(g)	 	Hazardous Substances & Underground Storage Tanks. Except as
disclosed on Exhibit I, to Seller’s Knowledge, Seller has: (i) not received
any written notice from any governmental agency suggesting that the Timberland
Property is or may be targeted for remediation of Hazardous Substances; (ii) no
knowledge of any such pending or threatened clean-up activity or of any above-ground
or under-ground storage tanks on the Timberland Property; (iii) not released,
discharged, or emitted and has not knowingly permitted the release, discharge or
emission of any Hazardous Substances on, in, or under the Timberland Property in
violation of applicable Environmental Law.




Page  29









 






	 	(h)	 	Pesticides and Herbicides. During Seller’s ownership of the
Timberland Property, Seller may have applied pesticides or herbicides to some or all
of the Timberland Property. To Seller’s knowledge all such applications were done in
accordance with applicable Environmental Laws and in conformance with the accepted
industry standards relevant to the area in question.
	 
	 	(i)	 	Protected Species. Except as disclosed on Exhibit I, to
Seller’s Knowledge: (i) there are no Protected Species on the Timberland Property;
(ii) Seller has not received any written notice of any threatened or contemplated
actions against Seller or the Timberland Property based upon the presence of any
Protected Species on the Timberland Property; or (iii) to Seller’s knowledge, Seller
is not in violation of applicable laws concerning Protected Species. Seller makes no
representation or warranty regarding the effect of the presence of any Protected
Species on the use of the Timberland Property for forestry or other uses. Purchaser
shall be solely responsible for determining how and under what conditions the
Timberland Property can be used.
	 
	 	(j)	 	Timber Harvest. Except as disclosed on Exhibit I, to
Seller’s Knowledge, there are no outstanding contracts or agreements pursuant to which
any party has the right to cut or remove timber from the Timberland Property. Seller
has no knowledge of a breach of any outstanding or completed timber harvesting
contract or agreement that has resulted in material unrepaired damage to the roads,
soils or improvements on the Timberland Property.
	 
	 	(k)	 	Unrecorded Documents. Except as disclosed on Exhibit I or
Exhibit C, to Seller’s Knowledge, there are no unrecorded documents affecting
the Timberland Property.
	 
	 	(l)	 	Contracts Pertaining To The Timberland Property. Except as
disclosed on Exhibit C, to Seller’s Knowledge, there are no current contracts,
liens, agreements, easements, licenses, encumbrances, leases, or tenancies affecting
or pertaining to the Timberland Property or any portion thereof. To Seller’s
Knowledge, there is no material breach or claim of material breach of any current
contract, agreement, license, lease, tenancy or other instrument disclosed on
Exhibit C has occurred.




Page  30









 






	 	(m)	 	Boundary Disputes & Adverse Possession. Except as disclosed on
Exhibit I, to Seller’s Knowledge, there are no boundary disputes and no
encroachments affecting any of the Timberland Property or portion thereof; nor to
Seller’s knowledge is any person adversely possessing or using any of the Timberland
Property or any portion thereof.
	 
	 	(n)	 	Harvest Excise Tax; Etc. To Seller’s Knowledge, all timber harvest
excise tax and all amounts owed to timber fellers, loggers and truckers pertaining to
Seller’s harvest and removal of timber from the Timberland Property have been or will
be fully paid as of the Closing; and Seller will pay when due the timber ad valorem
tax for all timber harvested prior to Closing.
	 
	 	(o)	 	Management Or Service Brokerage Agreements. To Seller’s Knowledge,
there are no management, service or brokerage agreements affecting the Timberland
Property to which Seller is a party or that will or may create a liability for
Purchaser, or a lien or charge upon the Timberland Property.
	 
	 	(p)	 	No Untrue Statement. None of the foregoing representations and
warranties contains any untrue statements of material fact or fails to state any
material fact necessary to make such representations and warranties not misleading.
	 
	 	(q)	 	Condemnation. Except as disclosed on Exhibit I, to Seller’s
Knowledge, there is no pending or threatened condemnation action affecting any portion
of the Timberland Property.





10.2 Representations and Warranties of Purchaser And Purchaser Parent. Each of Purchaser
Parent and Purchaser hereby make the following representations and warranties (with respect to
itself), each of which is material and is being relied upon by Seller and is true as of the date
hereof and will be true as of Closing:




	 	(a)	 	Formation. Purchaser Parent, Glawson Investment Corp., is duly
organized, validly existing, and in good standing under the laws of the State of
Georgia will be in good standing in Virginia by closing. Purchaser is duly organized,
validly existing and in good standing under the laws of the State of Delaware.




Page  31









 






	 	(b)	 	Authorization. Each of Purchase Parent and Purchaser has all the
power and authority to execute, deliver, and perform all of their respective
obligations under this Agreement. This Agreement is a valid obligation binding upon
the Purchaser Parent and Purchaser in accordance with its terms.
	 
	 	(c)	 	No Adverse Results From Purchase. Neither execution nor delivery of
this Agreement and the consummation of the transaction contemplated hereby will
constitute an event of default under any agreement to which Purchaser Parent or
Purchaser is a party, or by which Purchaser Parent or Purchaser is bound other than
such default as would not materially affect Purchaser Parent’s or Purchaser’s ability
to consummate the transaction contemplated hereby.
	 
	 	(d)	 	No Restriction. To Purchaser Parent’s knowledge, there is neither
pending nor threatened, any legal action, arbitration, or administrative hearing
before any Governmental Authority to which Purchaser Parent or Purchaser is a party
and that could enjoin or restrict Purchaser Parent or Purchaser’s right or ability to
perform its obligations under this Agreement.
	 
	 	(e)	 	Insolvency. To the best of Purchaser Parent’s knowledge, there are
no attachments, executions, assignments for the benefit of creditors, or proceedings
in bankruptcy or under any other debtor relief laws contemplated by, pending, or
threatened by or against Purchaser or Purchaser Parent.
	 
	 	(f)	 	Installment Notes. The Reimbursement Agreement, the Pledge
Agreement and the Installment Note will have been duly authorized by all necessary
corporate action on the part of Purchaser, and upon execution and delivery this
Agreement, the Reimbursement Agreement, the Pledge Agreement and the Installment Note
will constitute valid and binding obligations of Purchaser enforceable against
Purchaser in accordance with their terms except as enforceability may be limited by
bankruptcy, insolvency, and other similar laws affecting claims and rights generally
or by general equitable principles.
	 
	 	(g)	 	Investment Purpose. Purchaser represents and warrants that
Purchaser is acquiring the Timberland Property and the Timber LLC Interests for its
own account and not as nominee, agent or intermediary for any other




Page  32









 






	 	 	 	Person. As of the date of this Agreement, none of the Purchasing Parties has
entered into any agreement to transfer or otherwise dispose of any interest in the
Timberland Property or any agreement to transfer or otherwise dispose of any
interest in Timber LLC, to any other Person (including another Purchasing Party)
and Purchaser Parent has not entered into any agreement to transfer or otherwise
dispose of any interest in Purchaser to any other Person (including another
Purchasing Party), and none of the Purchasing Parties shall enter into any such
agreement prior to the Closing.






	 	(h)	 	Tax Matters. Purchaser is treated as a “disregarded entity” of
Purchaser Parent for U.S. federal income tax purposes and all applicable state and
local income tax purposes in state and local jurisdictions following the U.S. federal
income tax treatment of entities.
	 
	 	(i)	 	No Untrue Statement. None of the foregoing representations and
warranties contains any untrue statements of material fact or fails to state any
material fact necessary to make such representations and warranties not misleading.
	 
	 	(j)	 	ERISA. Purchaser represents and warrants it is not purchasing any of the
Timber LLC Interests with “plan assets” of an Employee Benefit Plan subject to Title I
of the Employee Retirement Income Security Act of 1974 (as amended from time to time,
the “Act,” and together with any regulation, rule or judicial or administrative case,
order, or pronouncement arising under or connected with the Act, “ERISA”) or of a plan
subject to Section 4975 of the Code. Purchaser Parent shall take all actions
reasonably requested by Seller for the purpose of ensuring, to Seller’s satisfaction,
that the transactions contemplated herein will comply with ERISA and not result in an
imposition of an excise tax under Section 4975 of the Code; such actions shall
include, without limitation, the making of such further representations and warranties
as Seller’s counsel reasonably deems necessary to ensure that neither this Agreement
nor any of the transactions contemplated herein will violate ERISA or result in an
imposition of an excise tax under Section 4975 of the Code. In the event that this
Agreement, or any transaction or other action by Seller in connection herewith, shall
be deemed to violate ERISA or result in an imposition of an excise tax under
Section 4975 of the Code, Seller may immediately terminate this Agreement, the Earnest
Money shall be returned to Purchaser, and no party shall have any further liability




Page  33









 






	 	 	 	hereunder except for such obligations as expressly survive termination of this
Agreement.
	 
	 	(k)	 	Patriot Act/OFAC.






	 	(i)	 	Compliance with International Trade Control Laws and OFAC
Regulations. Purchaser and Purchaser Parent represent and warrant to Seller:






	 	(a)	 	Neither Purchaser nor Purchaser Parent is
now, and neither Purchaser nor Purchaser Parent shall be at any time
until Closing, a Person with whom a United States citizen, entity
organized under the laws of the United States or its territories or
entity having its principal place of business within the United
States or any of its territories is prohibited from transacting
business of the type contemplated by this Agreement, whether such
prohibition arises under United States law, regulation, executive
orders and lists published by the Office of Foreign Assets Control,
Department of the Treasury (“OFAC”) (including those executive orders
and lists published by OFAC with respect to Persons that have been
designated by executive order or by the sanction regulations of OFAC
as Persons with whom U.S. Persons may not transact business or must
limit their interactions to types approved by OFAC [“Specially
Designated Nationals and Blocked Persons"]) or otherwise.
	 
	 	(b)	 	Neither Purchaser nor any Person who owns a
direct interest in Purchaser is now nor shall be at any time until
Closing a Person with whom a U.S. Person, including a United States
Financial Institution as defined in 31 U.S.C. 5312, as periodically
amended (“Financial Institution”), is prohibited from transacting
business of the type contemplated by this Agreement, whether such
prohibition arises under United States law, regulation, executive
orders and lists published by the OFAC (including those executive
orders and lists published by OFAC with respect to Specially
Designated Nationals and Blocked Persons) or otherwise.




Page  34









 











10.3 Mutual Representations & Warranties





	 	(a)	 	Commissions. Each of the Seller, Purchaser and Purchaser Parent
hereby represents and warrants that it has not discussed or had any communications
concerning the Timberland Property with any real estate agent or broker pertaining to
this transaction, and that to the Seller’s, Purchaser’s and Purchaser Parent’s
knowledge, no commissions or broker’s fees are owed on this transaction. Should any
claim for a commission or finder’s fee be asserted by any third party as a result of
the act or omission of either party, then the party alleged to have agreed to pay such
commission or fee shall be solely responsible therefore, and shall indemnify, defend,
and hold the other party harmless from any and all loss, damage, liability, cost, or
expense, including, without limitation, attorneys’ fees, suffered or incurred by it
arising out of or relating to any claim for real estate commission or fee made by any
such real estate agent or broker.
	 
	 	(b)	 	Instruments Of Further Assurances. Seller, Purchaser and Purchaser
Parent covenant that, from time to time, whether before, at, or after the Closing
Date, each of them will execute and deliver such further instruments of conveyance and
transfer and take such other action as may be reasonably necessary to carry out the
purposes and intents of this Agreement. By way of example, but not limitation, in the
event Seller elects to cure any title defect, Seller shall execute any corrective
Deed(s) reasonably necessary to cure title defects regardless of when the title
defects may be discovered without charging Purchaser or Purchaser Parent any fees or
expenses arising out of the corrective instruments.





10.4 Disclaimer Of Warranties; Limitation Of Liability.




	 	(a)	 	No Other Representations And Warranties. Except for the
representations and warranties contained in this Agreement or as are contained in the
Deeds, Assignment of LLC Interests, Assignment and Assumption Agreement for
Land-Related Agreements and Permits, neither Seller nor any of its agents, affiliates,
officers, directors, employees, agents, representatives, nor any other person, makes
or shall be deemed to make any representation or warranty to Purchasing Parties,
express or implied, at law or in equity, on behalf of Seller, and Seller hereby
disclaims any such representation or warranty whether by Seller or any of its agents,
affiliates, officers, directors, employees, agents or




Page  35









 






	 	 	 	representatives or any other person, notwithstanding the delivery or disclosure to
Purchasing Parties or any of their respective officers, directors, employees,
agents or representatives or any other person of any documentation or other
information (including, without limitation, documentation and information delivered
to Purchasing Parties at Closing) by Seller or any of its agents, affiliates,
officers, directors, employees, agents or representatives or any other person with
respect to any one or more of the foregoing.






	 	(b)	 	“As Is, Where Is” Purchase. Subject to Seller’s representations and
warranties set forth herein and the Deeds, Assignment of LLC Interests, Assignment and
Assumption Agreement for Land-Related Agreements and Permits and Purchasing Parties’
rights set forth in this Agreement, if any, Purchasing Parties accept the Timberland
Property “as is” and “where is,” subject to the risks of all defects and conditions.
Purchaser Parent acknowledges that it has had an opportunity to inspect the Timberland
Property and will be relying in part on such inspections. Purchaser and Purchaser
Parent, on behalf of itself, and Purchaser Parent, on behalf of Timber LLC,
understand and agree that, except as expressly set forth herein, Seller has not made
and makes no representations or warranties of any kind with respect to the acreage,
soil stability or conditions, grades, or any other physical condition of the
Timberland Property or their fitness, suitability or acceptability for any particular
use or purpose whatsoever or with respect to any permits or any environmental,
building, land use, zoning or fire laws or regulations or compliance therewith or with
respect to the existence of any Protected Species (or Protected Species habitat) on or
near the Timberland Property or compliance with any regulations pertaining thereto or
the availability or existence of any access, water, sewer or utility rights; and that
Seller shall not be liable for any latent or patent defects therein. Seller shall
have no obligation to repair or make any improvements to the condition of the
Timberland Property prior to Closing. Without limiting the generality of the
foregoing, SELLER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, AS WELL
AS ANY WARRANTY WHATSOEVER WITH RESPECT TO THE MARKETABILITY, HARVESTABILITY, AGE,
SPECIES MIX, SITE CLASSIFICATION, BOUNDARIES OF THE TIMBER OR THE TIMBERLAND PROPERTY,
QUANTITIES, TIMBER GRADES, OR QUALITY OF ANY TIMBER ON THE TIMBERLAND PROPERTY OR
SOILS STABILITY OR CONDITIONS, OR THE AVAILABILITY OR ADEQUACY OF ACCESS TO THE
TIMBERLAND PROPERTY. Each of Purchaser and Purchaser Parent, on behalf of itself, and
Purchaser




Page  36









 






	 	 	 	Parent, on behalf of Timber LLC, further acknowledges that any information,
whether written or oral, or in the form of maps, surveys, cruise data, inventory
information, plats, soil reports, engineering studies, environmental studies,
inspection reports, plans, specifications, or any other information whatsoever,
without exception, pertaining to the Timberland Property and the timber thereon,
any and all other matters concerning the condition, suitability, integrity,
marketability, compliance with law, or other attributes or aspects of the
Timberland Property and the timber thereon, is furnished to Purchasing Parties
solely as a courtesy, and neither Seller nor its representatives have verified the
accuracy of any statements or other information therein contained nor the
qualifications of the persons preparing such information. Neither Seller nor its
representatives warrant the accuracy of any information contained therein in any
way.
	 
	 	(c)	 	Bargained For Consideration. The provisions of this Article, which
shall survive delivery and recording of the Deeds and transfer of the Timber LLC
Interests, are bargained for consideration between Seller and Purchasing Parties and
are part of Seller’s consideration from Purchasing Parties and Purchasing Parties’
consideration from Seller.





10.5 Survival of Representations and Warranties.




	 	(a)	 	The representations and warranties of each of the Seller and Purchaser Parent
and (except as provided by the following sentence) covenants of the parties contained
in this Agreement or any Exhibit hereto, or any certificate, document, or other
instrument delivered in connection herewith shall survive the Closing and terminate
and cease to be in force and effect six (6) months following the Closing Date,
regardless of any investigation, verification or approval by any party hereto or by
anyone on behalf of any party hereto, unless the party or parties for whose benefit
such representation or warranty was made waives the same in writing; provided,
however, that the foregoing shall not apply to the representations and warranties
contained in the Deeds, which shall survive without limitation hereunder. The
covenants set forth in Article 14 and those other covenants that contemplate or may
involve actions to be taken or obligations in effect after the Closing shall survive
in accordance with their terms. A party shall have no claim against the other party
for breach of a warranty or representation by such other party if the party had
knowledge at the Closing Date that the warranty or representation of the other party
was untrue, inaccurate or misleading, and the party did not




Page  37









 






	 	 	 	disclose that fact to the other party and afford the other party opportunity to
take corrective action. If a legal proceeding is filed by a party seeking redress
under this Agreement for a breach of warranty by Seller or Purchaser Parent prior
to the expiration of one (1) year termination date of that warranty, the warranty
shall not be deemed to have expired one (1) year from the date of the Closing but
may be enforced by a Court of competent jurisdiction.






	 	(b)	 	The parties agree that, notwithstanding any other provision hereof to the
contrary, (i) no claim may be asserted against Seller under this Agreement or under
the closing documents unless the aggregate amount of all damages due to Purchasing
Parties under this Agreement and under the closing documents against Seller as a
result of any breaches of representations and warranties (collectively, “Post-Closing
Damages”), is in excess of $25,000 in the aggregate, and (ii) the maximum aggregate
liability under or in connection with this Agreement and the closing documents shall
not exceed $500,000.00 in the aggregate, and Seller shall not have liability under or
in connection with this Agreement and the closing documents in excess of such maximum
aggregate amount (the foregoing limitations provided in clauses (i) and (ii) above
shall collectively be referred to herein as the “Basket and Cap Provisions”).





10.6 Release. By proceeding with this transaction following the expiration of the
Inspection Period, Purchaser Parent shall be deemed to have made its own independent investigation
of the Timberland Property and the presence of Hazardous Materials on, in or under the Timberland
Property as Purchaser Parent deems appropriate. Accordingly, subject to a claim for the breach of
any of the representations and warranties of Seller, whether set forth herein or in any document
delivered in connection with Closing, or any other breach of this Agreement or any other agreement
to be delivered in connection with Closing, which claim(s) (subject to the Seller’s limitation of
liability hereunder) is expressly reserved to Purchaser Parent, Purchaser Parent, on behalf of
itself and all of its officers, directors, shareholders, employees, representatives and affiliated
entities (collectively, the “Releasors”) hereby expressly waives and relinquishes any and all
rights and remedies Releasors may now or hereafter have against Seller, and their respective
successors and assigns, partners, shareholders, officers, members, managers and/or directors (the
“Seller Parties”), whether known or unknown, which may arise from or be related to (a) the physical
condition, quality, quantity and state of repair of the Timberland Property and the prior
management and operation of the Timberland Property, (b) the Timberland Property’s compliance or
lack of compliance with any federal, state or local laws or regulations, and (c) any past, present
or future presence or existence of Hazardous Materials on, under or about the Timberland Property
or with respect to any past, present or future violation of any rules, regulations or laws, now or
hereafter



Page  38









 







enacted, regulating or governing the use, handling, storage or disposal of Hazardous Materials,
including, without limitation, (i) any and all rights and remedies Releasors may now or hereafter
have under the Comprehensive Environmental Response Compensation and Liability Act of 1980
(“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and
Recovery Act, and the Toxic Substance Control Act, all as amended, and any similar state, local or
federal environmental law, rule or regulation, and (ii) any and all claims, whether known or
unknown, now or hereafter existing, with respect to the Timberland Property under Section 107 of
CERCLA (42 U.S.C.A. §9607), provided, however (subject to the Seller’s limitation of liability
hereunder), none of the Seller Parties are released by the foregoing for any claim based upon a
breach of any of Seller’s warranties, breach of any covenant or indemnity which survives Closing,
whether set forth herein or in any document delivered in connection with Closing, or any other
breach of this Agreement or any other agreement to be delivered in connection with Closing.



Article 11

Indemnification




11.1 Indemnification By Seller. Subject to the terms and conditions of this Agreement,
including, without limitation, the Basket and Cap Provisions, Seller shall indemnify, defend, and
hold Purchasing Parties and their affiliates, their respective directors, officers, employees and
agents, and each of the heirs, executors, successors and assigns thereof (collectively, the
“Purchaser Indemnified Party”) harmless from all claims made by third parties, liabilities,
obligations, damages, penalties, fines, costs, and expenses (including but not limited to
reasonable attorneys’ fees, costs, environmental hazard assessments, and cleanup costs) (each of
the foregoing, a “Claim”) that arise out of or relate to: (a) any breach of the warranties and
representations set forth in this Agreement or the Deeds; (b) any failure by the Seller to carry
out, perform, satisfy and discharge any of its covenants, agreements, undertakings or obligations
in this Agreement or under any of the documents and related materials executed and delivered or to
be executed and delivered by the Seller pursuant to this Agreement; or (c) Seller’s ownership or
operation of the Timberland Property prior to the Closing.



11.2 Indemnification By Purchaser Parent. Subject to the terms and conditions of this
Agreement, Purchaser Parent shall indemnify, defend, and hold Seller and its affiliates, their
respective directors, officers, employees and agents, and each of the heirs, executors, successors
and assigns thereof (collectively, the “Seller Indemnified Party” and, collectively with the
Purchaser Indemnified Party, the “Indemnified Party”) harmless from all Claims that arise out of or
relate to: (a) any breach or inaccuracy of any of the representations and warranties made by any
of the Purchasing Parties in or pursuant to this Agreement; (b) any failure by any of the
Purchasing Parties to carry out,



Page  39









 







perform, satisfy and discharge any of its covenants, agreements, undertakings or obligations in
this Agreement or under any of the documents and related materials executed and delivered or to be
executed and delivered by such Purchasing Party pursuant to this Agreement; or (c) any of the
Purchasing Parties’ ownership or operation of the Timberland Property on or after the Closing due
to the actions or inactions of Purchasing Parties.



Article 12

Confidentiality and Information




12.1 Confidentiality. The parties acknowledge that the terms and conditions of this
Agreement and the agreements contemplated by this Agreement are confidential, and that neither
Purchaser, Purchaser Parent nor Seller will disclose such terms and conditions to third parties
without the written consent of the other party to this Agreement except as may be required by law
or court order or to the extent necessary to enable Purchasing Parties to obtain financing, to the
extent necessary for the parties to obtain advice and consent of consultants and professionals
arising out of the transaction, or to the extent confidentiality is waived by filing a document in
the public records. In connection with any necessary disclosure in relation to its financing,
Purchasing Parties covenant and agree to use their commercially reasonable best efforts to limit
such disclosure only to necessary information and to protect such information from further
disclosure. Purchasing Parties further agree that they shall consult Seller regarding all written
marketing materials relating to the financing or the transaction, including, without limitation,
all offering memoranda, term sheets, prospectuses, information memoranda or information packets,
and shall obtain Seller’s prior approval, which shall not be unreasonably withheld or delayed, of
all disclosures regarding Seller, this Agreement, the transactions contemplated hereby and/or
disclosures based upon information furnished to Purchasing Parties by Seller in connection with the
transactions contemplated hereby. Purchasing Parties and Seller further agree that Purchasing
Parties shall be entitled to use the information set forth on Exhibit B-2, in its efforts
to market the Timberland Property or the timber thereon; provided, however, that Purchasing
Parties’ use and disclosure of such information shall not identify the information as being
furnished by Seller and shall identify the information as being furnished by Purchasing Parties or
Purchaser Assignee.



12.2 Information. All information furnished by Seller to Purchasing Parties regarding the
transaction and the Timberland Property will be treated as the sole property of Seller until
Closing and, if the Closing does not occur, Purchasing Parties and their agents and advisors will
return to Seller all documents or other materials containing, reflecting, or referring to such
information, will use their best efforts to keep confidential all such information, and will not
directly or indirectly use such information for any competitive or other commercial purpose;
provided, however, that, in regard to



Page  40









 







documents prepared by Purchasing Parties but containing information provided by Seller, Purchasing
Parties shall not be required to return said material to Seller and shall be obligated only to
destroy such materials with such destruction certified by an authorized officer of Purchasing
Parties.



12.3 Public Statements. Neither Seller nor Purchasing Parties will make any public
announcement or governmental filing or notification with respect to the proposed transaction
without the prior approval of the other party. The parties agree that they jointly will prepare
and approve any press release, response to press inquiry, statement or public announcement about
the existence of this Agreement or the purchase and sale of the Timberland Property.



Article 13

INTENTIONALLY OMITTED




Article 14

Additional Agreements Relating To Timberland Property




14.1 No Transfers, Etc.




	 	(a)	 	Purchaser shall not distribute, transfer or otherwise dispose of any Timber
LLC Interests and neither Purchaser Parent nor Purchaser shall cause or permit Timber
LLC to distribute, transfer or otherwise dispose of any of the Timber LLC Assets, in
each case to Purchaser Parent (or any other Person related to Purchaser Parent or
Purchaser), or commit to do any of the foregoing, in each case until a period of one
year has elapsed from the Closing Date.
	 
	 	(b)	 	Purchaser Parent shall not transfer or otherwise dispose of its interest in
Purchaser, or commit to do so, (i) to a Bank or any Affiliate thereof, at any time or
(ii) to any other Person, until a period of one year has elapsed from the Closing
Date. Any transfer or other disposition by Purchaser Parent (or any subsequent
transferee) of its interest in Purchaser following such one-year period shall require
the prior written consent of Seller (such consent not to be unreasonably withheld) and
the written agreement of any transferee in favor of Seller to (i) comply with the
obligations of Purchaser Parent under the limited liability company agreement of
Purchaser and under Articles 14.1, 14.2, 14.3 and 12.1 of this Agreement as if such
transferee were Purchaser Parent and (ii) cause Purchaser to comply with




Page  41









 






	 	 	 	all of its obligations, covenants and representations under the limited liability
company agreement of Purchaser and the Transaction Documents.
	 
	 	(c)	 	(i) For so long as Purchaser Parent owns all of the outstanding interests in
Purchaser, Purchaser Parent shall comply, and shall cause Purchaser to comply, and
(ii) Purchaser shall comply, in each case, with all of their respective obligations,
covenants and representations under the limited liability company agreement of
Purchaser and the Transaction Documents. It is agreed that in no event shall Purchaser
Parent have any obligation as a guarantor, surety or otherwise, to pay or perform any
of the obligations of Purchaser under the Installment Notes or the LC Documents.
	 
	 	(d)	 	Prior to payment in full of the Installment Notes at maturity, no amendment,
modification or waiver of any provision of the limited liability company agreement of
Purchaser may be made without the prior written consent of Seller.
	 
	 	(e)	 	Notwithstanding anything herein to the contrary, Timber LLC may grant
mortgage liens on the Timber LLC Assets to banks, insurance companies, pension or
benefit plans, investment funds that are in the business of making mortgage loans, or
similar institutional lenders.





14.2 Tax Matters. Neither Purchaser nor Purchaser Parent shall (i) make any election
under Treasury Regulations section 301.7701-3 (or any corresponding provision of state and local
Tax law) to treat Purchaser as an association taxable as a corporation or (ii) take any action that
would cause Purchaser to have more than one owner for U.S. federal (or any applicable state and
local) income tax purposes. For so long as Purchaser Parent owns all of the outstanding interests
in Purchaser, Purchaser Parent shall treat each Installment Note as indebtedness of Purchaser
Parent for all applicable income tax purposes.



14.3 Note Document Assistance.




	 	(a)	 	Each of Purchaser Parent and Purchaser shall do, execute, acknowledge,
deliver, record, re-record, file, re-file, register and re-register any and all such
further acts, deeds, certificates, assurances and other instruments as may be
necessary or reasonably desirable from time to time in order to (i) carry out more
effectively the purposes of the Installment Notes, the Letters of Credit and all
documents related thereto (collectively, the “Note




Page  42









 






	 	 	 	Documents”) and (ii) assure, convey, grant, assign, transfer, preserve, protect and
confer more effectively unto Seller (or any assignee of the Installment Notes) the
rights granted or now or hereafter intended to be granted to Seller (or such
assignee) under any Note Document or under any other instrument executed in
connection with any Note Document to which any of Purchaser Parent, Purchaser or
any of its Subsidiaries is or is to be a party, and shall cause each of its
Subsidiaries to do so.






	 	(b)	 	Each of Purchaser Parent and Purchaser shall provide all reasonable and
timely cooperation in connection with any transaction relating to the Installment
Notes as may be reasonably requested by Seller, its Affiliates and any holder of the
Installment Notes (the “Note Parties”), at the expense of the Note Parties, including,
without limitation (i) furnishing the Note Parties with timely financial and other
pertinent information regarding Purchaser as shall exist (or, if not existing,
preparing such financial or other pertinent information as may reasonably be requested
by the Note Parties) and certifying that such information is complete in all material
respects, (ii) using reasonable best efforts to obtain legal opinions that if
Purchaser Parent or a Timber LLC were to become a debtor in a case under Title 11 of
the United States Code, the bankruptcy court would not order the substantive
consolidation of the assets and liabilities of Purchaser with those of such Person,
and such customary corporate law opinions concerning Purchaser as may reasonably be
requested by Seller and (iii) using reasonable best efforts to cause the Bank to
provide any similar cooperation. Notwithstanding anything herein to the contrary,
Purchaser shall not take any steps designed to create or encourage the making of a
market in the Installment Notes or the listing or trading of the Installment Notes on
an “established securities market” or otherwise take any actions designed to render
the Installment Notes “readily tradable in an established securities market” within
the meaning of Treasury Regulation § 15A.453-1(e)(4).





14.4 Financing.




	 	(a)	 	Purchaser shall deposit with and otherwise make available to the Bank issuing
the Letters of Credit sufficient readily available funds such as required by the Bank
to issue the Letters of Credit in the L/C Amount (as hereinafter defined), but in no
event more than the principal amount of the Timber Note and the amount of the prepaid
LC fees and any LC Bank fees, commissions and expenses payable at Closing, and
Purchaser shall use its reasonable best efforts to arrange for a Bank to issue Letters
of Credit on




Page  43









 






	 	 	 	terms and conditions that are consistent with the Timber Note Indicative Terms in
an aggregate amount of not less than the Installment Note Purchase Price plus one
interest payment on the respective Installment Note (the “L/C Amount”), including
using reasonable best efforts (i) as soon as practicable to obtain a firm
commitment (each, an “L/C Commitment Letter”), in form and substance reasonably
satisfactory to Seller, to provide such Letters of Credit, (ii) to negotiate
definitive agreements with respect to such Letters of Credit on the terms and
conditions contained in the L/C Commitment Letter or on other terms not materially
less beneficial to Purchaser Parent, Purchaser or Seller, (iii) to satisfy on a
timely basis all conditions applicable to such Purchaser in such definitive
agreements that are within its control, and (iv) to consummate the issuance of the
Letters of Credit at Closing.






	 	(b)	 	In the event any portion of the Letters of Credit becomes unavailable to
Purchaser on the terms and conditions contemplated in the L/C Commitment Letters,
Purchaser shall use its reasonable best efforts to arrange to obtain letters of
credit, including from alternative sources, on terms and conditions that are not
materially less beneficial to Purchaser Parent, Purchaser or Seller and that are
consistent with the Timber Note Indicative Terms, promptly following the occurrence of
such event. Purchaser shall give Seller prompt notice upon becoming aware of any
material breach by any party to any L/C Commitment Letter or any termination of any
L/C Commitment Letter. Purchaser shall keep Seller informed on a reasonably current
basis in reasonable detail of the status of its efforts to arrange the Letters of
Credit and shall not permit any material amendment or modification to be made to, or
any waiver of any material provision or remedy under, the L/C Commitment Letters
without the prior written consent of Seller (such consent not to be unreasonably
withheld or delayed). Purchaser and Seller shall consult in good faith and cooperate
in determining the maximum aggregate amounts of Letters of Credit per Bank and
otherwise with respect to the terms of the Letters of Credit documentation.





Article 15

Other Provisions




15.1 Time. Time is of the essence for each and every provision of this Agreement.



Page  44









 





15.2 Successors And Assigns. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective permitted successors and assigns.



15.3 Assignment. Except for assignment pursuant to Article 13.1, no assignment of any
right or interest or delegation of any duty, responsibility, or obligation under this Agreement
shall be made, in whole or in part, by any party without the prior written consent of the other
party, which consent shall not be unreasonably withheld, conditioned, or delayed. Any assignment
hereunder shall not relieve the Assignor of its obligations hereunder.



15.4 Waiver. No delay or omission in the exercise of any right or remedy of either party
to this Agreement on any default by the other party shall impair such a right to remedy or be
construed as a waiver. Either party’s consent to or approval of any act by the other party
requiring such consent or approval shall not be deemed to waive or render unnecessary the
requirement of consent or approval of any subsequent act by either party.



15.5 Authority. Each party to this Agreement, and each individual signing on behalf of
each party, hereby represents and warrants to the other that it has full power and authority to
enter into this Agreement and that its execution, delivery, and performance of this Agreement has
been fully authorized and approved, and that no further approvals or consents are required to bind
such party.



15.6 Governing Law. This Agreement shall be construed and interpreted in accordance with
the laws of the State of Virginia.



15.7 Severability. If any provision of this Agreement is held to be invalid or
unenforceable, such provision shall not affect or invalidate the remainder of this Agreement, and
to this end the provisions of this Agreement are declared to be severable. If such invalidity
becomes known or apparent to the parties, the parties agree to negotiate promptly in good faith in
an attempt to amend such provision as nearly as possible to be consistent with the intent of this
Agreement.



15.8 Integrated Agreement; Modification. This Agreement constitutes the entire agreement
and understanding of the parties with respect to the subject matter and supersedes all prior
negotiations and representations. This Agreement may not be modified except in writing signed by
the parties. The parties hereto agree to execute any



Page  45









 







additional documents reasonably necessary to effectuate the provisions and purposes of this
Agreement.



15.9 Interpretation. Each party acknowledges that it and its legal counsel have reviewed
this Agreement. The parties agree that the terms and conditions of this Agreement shall not be
construed against any party on the basis of such party’s drafting, in whole or in part, of such
terms and conditions.



15.10 Notices. Any and all notices required or permitted under this Contract shall be
made or given in writing and shall be delivered in person or sent by postage, pre-paid, United
States Mail, certified or registered, return receipt requested, or by a recognized overnight
carrier (i.e., Federal Express), or by facsimile, to the other party at the addresses set forth
below, and such address as may be furnished by notice in accordance with this paragraph. The date
of notice given by personal delivery shall be the date of such delivery. The effective date of
notice by mail, facsimile, or overnight carrier shall be the date such notice is mailed, faxed or
deposited with such overnight carrier:



	 	 	 
	To the Seller:

	 	Glatfelter Pulp Wood Company
	 

	 	Attn: Thomas V. Bosley, VP & General Manager
	 

	 	228 South Main 
	 

	 	Spring Grove, PA 17362
	 

	 	(717) 225-4711 ext 2577 (telephone) 
	 

	 	(717) 225-2872 (facsimile) 
	 

	 	tbosley@glatfelter.com
	 
	 	 
	With copy to:

	 	William S. Gee, Esq.
	 

	 	Saul Ewing LLP
	 

	 	222 Delaware Avenue
	 

	 	Suite 1200
	 

	 	Wilmington, DE 19890
	 

	 	(302) 421-6823 (telephone) 
	 

	 	(302) 421-5874 (facsimile) 
	 

	 	wgee@saul.com
	 
	 	 
	To the Purchaser:

	 	Glawson Investments Corp.
	 

	 	Attn: W.C. Glawson, Jr.
	 

	 	225 River North Boulevard 
	 

	 	Macon, GA 31211
	 

	 	(478) 746-6661 (telephone) 
	 

	 	(478) 746-5528 (facsimile) 
	 

	 	glawsonoffice@aol.com






Page  46









 






	 	 	 
	With copy to:

	 	Martin Snow, LLP
	 

	 	Attn: Wendell Bowden
	 

	 	240 Third Street (31201) 
	 

	 	P.O. Box 1606
	 

	 	Macon, GA 31202-1606
	 

	 	(478) 749-1759 (telephone) 
	 

	 	(478) 743-4204 (facsimile) 
	 

	 	wlbowden@martinsnow.com






In the event that the last day for giving notice hereunder or for the performance of any obligation
hereunder, including closing, falls upon a Saturday, Sunday or a legal holiday, the last day for
said notice or performance shall be deemed to be the next day which is neither a Saturday, Sunday
nor a legal holiday.



15.11 Facsimile Transmission. Facsimile transmission of any signed original document and
retransmission of any signed facsimile transmission, shall be the same as delivery or execution of
an original. At the request of any party, the parties shall conform facsimile transmitted
signatures by signing an original document.



15.12 Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, and all of which counterparts together shall constitute the same
instrument which may be sufficiently evidenced by one counterpart. Execution of this Agreement at
different times and places by the parties shall not affect the validity thereof so long as all the
parties hereto execute a counterpart of this Agreement.



Page  47









 





Executed and Effective as of the date first above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Glatfelter
Pulp Wood Company, 

Seller	 	 	 	Glawson Investments Corp., 

Purchaser Parent
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Thomas V. Bosley


	 	 
	 	By:
	 	/s/ W.C. Glawson, Jr.	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Thomas V. Bosley	 	 	 	 	 	W.C. Glawson, Jr.	 	 	 	 	 	 
	Its: Vice President & General Manager	 	 	 	Its: President
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	GIC Investments LLC
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ David C. Elder
	 	 	 	By:
	 	/s/ W.C. Glawson, Jr.	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	David C. Elder
	 	 	 	 	 	W. C. Glawson, Jr.	 	 	 	 	 	 
	Its: Treasurer	 	 	 	Its: Manager
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Escrow opened this ____
day of                     , 2007.	 	 	 	Chicago Title Insurance Company ,
	 	 	 	 	Escrow Officer
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Its:	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 	 	 	 	 






Page  48









 





Exhibit A




Timberland to be Sold with Supply Agreement




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Acreage/	 	Total Size	 	Total Size	 	Total Size	 	 	 	 
	No.	 	 	 	 	 	Tract Name	 	Tax Parcel ID	 	Parcel	 	(Tax Acres)	 	(Mgt Acres)	 	(Deed Acres)	 	 	 	 
	Caroline County
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-359
	 	 	 	 	 	Reynolds	 	 	87-A-71	 	 	 	85.000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-359
	 	 	359	 	 	Reynolds	 	 	87-A-73	 	 	 	99.000	 	 	 	184.000	 	 	 	186	 	 	 	186.100	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Louisa County
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-306
	 	 	 	 	 	Walker	 	 	10-10-01	 	 	 	144.840	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-306
	 	 	 	 	 	Walker	 	 	10-10-02	 	 	 	217.262	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-306
	 	 	 	 	 	Walker	 	 	10-10-03A	 	 	 	196.000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-306
	 	 	306	 	 	Walker	 	 	09-131A	 	 	 	289.337	 	 	 	847.439	 	 	 	847	 	 	 	847.440	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-350
	 	 	 	 	 	Sulphur Mine	 	 	28-97	 	 	 	1,531.607	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-350
	 	 	350	 	 	Sulphur Mine	 	 	29-03	 	 	 	63.060	 	 	 	1594.667	 	 	 	1597	 	 	 	1,597.150	 	 	 	 	 






Page  49









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Acreage/	 	Total Size	 	Total Size	 	Total Size	 	 	 	 
	No.	 	 	 	 	 	Tract Name	 	Tax Parcel ID	 	Parcel	 	(Tax Acres)	 	(Mgt Acres)	 	(Deed Acres)	 	 	 	 
	Fluvanna County
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-333
	 	 	333	 	 	Tomlinson	 	 	42-A-22	 	 	 	213.947	 	 	 	213.947	 	 	 	214	 	 	 	215.100	 	 	 	 	 
	T-349
	 	 	 	 	 	Ford	 	 	27-A-12	 	 	 	127.000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-349
	 	 	 	 	 	Ford	 	 	27-A-09	 	 	 	1.000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-349
	 	 	349	 	 	Ford	 	 	27-A-11	 	 	 	227.820	 	 	 	355.820	 	 	 	387	 	 	 	355.820	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-366
	 	 	366	 	 	Campbell	 	 	32-A-09	 	 	 	119.170	 	 	 	119.170	 	 	 	119	 	 	 	119.170	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-377
	 	 	 	 	 	Winston	 	 	28-A-06	 	 	 	182.000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-377
	 	 	 	 	 	Winston	 	 	28-A-56	 	 	 	88.519	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-377
	 	 	377	 	 	Winston	 	 	28-A-05	 	 	 	224.500	 	 	 	495.019	 	 	 	501	 	 	 	500.500	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-379
	 	 	 	 	 	Snead	 	 	42-2-B4	 	 	 	50.940	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-379
	 	 	 	 	 	Snead	 	 	41-A-48	 	 	 	316.920	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-379
	 	 	379	 	 	Snead	 	 	41-A-41	 	 	 	271.665	 	 	 	639.525	 	 	 	639	 	 	 	639.520	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-387
	 	 	 	 	 	Folkes	 	 	32-A-09	 	 	 	210.660	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-387
	 	 	387	 	 	Folkes	 	 	32-A-18	 	 	 	194.100	 	 	 	404.760	 	 	 	400	 	 	 	400.060	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-399
	 	 	399	 	 	Payne	 	 	49-A-09	 	 	 	284.920	 	 	 	284.920	 	 	 	317	 	 	 	284.920	 	 	 	 	 






Page  50









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Acreage/	 	Total Size	 	Total Size	 	Total Size	 	 	 	 
	No.	 	 	 	 	 	Tract Name	 	Tax Parcel ID	 	Parcel	 	(Tax Acres)	 	(Mgt Acres)	 	(Deed Acres)	 	 	 	 
	Madison County
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-323
	 	 	323	 	 	Bowman	 	 	63-10-10	 	 	 	156.394	 	 	 	156.394	 	 	 	156	 	 	 	155.990	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Appomattox County
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-337
	 	 	 	 	 	Caterson	 	 	55-A-26	 	 	 	229.230	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-337
	 	 	337	 	 	Caterson	 	 	56-A-03	 	 	 	214.000	 	 	 	443.230	 	 	 	442	 	 	 	442.200	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Buckingham County
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-302
	 	 	302	 	 	Maxey	 	 	66-14	 	 	 	209.849	 	 	 	209.849	 	 	 	209	 	 	 	209.850	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-303
	 	 	 	 	 	Jones	 	 	135-10	 	 	 	45.010	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-303
	 	 	303	 	 	Jones	 	 	135-09	 	 	 	45.010	 	 	 	90.020	 	 	 	90	 	 	 	90.000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-304
	 	 	 	 	 	Ranson	 	 	65-13	 	 	 	154.410	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-304
	 	 	 	 	 	Ranson	 	 	79-2-1I	 	 	 	0.190	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-304
	 	 	304	 	 	Ranson	 	 	80-05	 	 	 	78.585	 	 	 	233.185	 	 	 	231	 	 	 	233.090	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-311
	 	 	311	 	 	Hackett	 	 	76-15	 	 	 	493.840	 	 	 	493.840	 	 	 	494	 	 	 	493.840	 	 	 	 	 






Page  51









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Acreage/	 	Total Size	 	Total Size	 	Total Size	 	 	 	 
	No.	 	 	 	 	 	Tract Name	 	Tax Parcel ID	 	Parcel	 	(Tax Acres)	 	(Mgt Acres)	 	(Deed Acres)	 	 	 	 
	T-314
	 	 	 	 	 	Mauney	 	 	28-17	 	 	 	87.170	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-314
	 	 	 	 	 	Mauney	 	 	18-41	 	 	 	100.000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-314
	 	 	314	 	 	Mauney	 	 	28-13	 	 	 	58.000	 	 	 	245.170	 	 	 	275	 	 	 	275.000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-341
	 	 	341	 	 	Garrett	 	 	137-29	 	 	 	56.730	 	 	 	56.730	 	 	 	57	 	 	 	56.730	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-342
	 	 	 	 	 	Spencer	 	 	159-02	 	 	 	100.000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-342
	 	 	 	 	 	Spencer	 	 	159-05	 	 	 	111.160	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-342
	 	 	 	 	 	Spencer	 	 	159-03	 	 	 	55.830	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-342
	 	 	342	 	 	Spencer	 	 	159-03A	 	 	 	77.680	 	 	 	344.670	 	 	 	351	 	 	 	344.220	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-343
	 	 	343	 	 	Hudgins	 	 	43-50	 	 	 	96.440	 	 	 	96.440	 	 	 	92	 	 	 	92.300	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-344
	 	 	 	 	 	Jeffrey	 	 	84-26	 	 	 	117.000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-344
	 	 	344	 	 	Jeffrey	 	 	84-25	 	 	 	150.830	 	 	 	267.830	 	 	 	245	 	 	 	245.830	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-345
	 	 	 	 	 	Swink	 	 	41-47	 	 	 	188.300	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-345
	 	 	345	 	 	Swink	 	 	41-21	 	 	 	118.000	 	 	 	306.300	 	 	 	298	 	 	 	303.710	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-346
	 	 	346	 	 	Tonguequarter	 	 	161-11	 	 	 	199.000	 	 	 	199.000	 	 	 	177	 	 	 	199.000	 	 	 	 	 






Page  52









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Acreage/	 	Total Size	 	Total Size	 	Total Size	 	 	 	 
	No.	 	 	 	 	 	Tract Name	 	Tax Parcel ID	 	Parcel	 	(Tax Acres)	 	(Mgt Acres)	 	(Deed Acres)	 	 	 	 
	T-347
	 	 	 	 	 	Morris	 	 	66-22	 	 	 	6.100	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-347
	 	 	347	 	 	Morris	 	 	67-01	 	 	 	177.000	 	 	 	183.100	 	 	 	186	 	 	 	183.100	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-368
	 	 	 	 	 	Garnett	 	 	132-09	 	 	 	40.600	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-368
	 	 	368	 	 	Garnett	 	 	132-13	 	 	 	100.000	 	 	 	140.600	 	 	 	140	 	 	 	140.600	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-371
	 	 	371	 	 	Brooke	 	 	81-25	 	 	 	758.000	 	 	 	758.000	 	 	 	758	 	 	 	758.000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-376
	 	 	 	 	 	Wallace	 	 	25-10	 	 	 	28.730	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-376
	 	 	376	 	 	Wallace	 	 	24-77	 	 	 	554.700	 	 	 	583.430	 	 	 	526	 	 	 	591.430	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-382
	 	 	 	 	 	Baird	 	 	37-04	 	 	 	65.000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-382
	 	 	382	 	 	Baird	 	 	48-77	 	 	 	705.070	 	 	 	770.070	 	 	 	769	 	 	 	770.070	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-388
	 	 	388	 	 	Van Dine	 	 	171-12	 	 	 	181.530	 	 	 	181.530	 	 	 	181	 	 	 	181.530	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-391
	 	 	391	 	 	Patteson	 	 	63-03	 	 	 	487.700	 	 	 	487.700	 	 	 	488	 	 	 	487.700	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-394
	 	 	394	 	 	Self	 	 	51-20	 	 	 	227.030	 	 	 	227.030	 	 	 	227	 	 	 	227.030	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-326
	 	 	326	 	 	Varner	 	 	207-40	 	 	 	192.910	 	 	 	192.910	 	 	 	193	 	 	 	192.910	 	 	 	 	 






Page  53









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Acreage/	 	Total Size	 	Total Size	 	Total Size	 	 	 	 
	No.	 	 	 	 	 	Tract Name	 	Tax Parcel ID	 	Parcel	 	(Tax Acres)	 	(Mgt Acres)	 	(Deed Acres)	 	 	 	 
	T-336
	 	 	336	 	 	Dyer	 	 	50-37	 	 	 	94.000	 	 	 	94.000	 	 	 	94	 	 	 	93.620	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-338
	 	 	 	 	 	Flood	 	 	160-14	 	 	 	68.890	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-338
	 	 	 	 	 	Flood	 	 	160-04	 	 	 	173.320	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-338
	 	 	338	 	 	Flood	 	 	160-09	 	 	 	102.350	 	 	 	344.560	 	 	 	339	 	 	 	344.590	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-339
	 	 	 	 	 	Moore	 	 	126-83	 	 	 	126.660	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-339
	 	 	339	 	 	Moore	 	 	126-94	 	 	 	424.098	 	 	 	550.758	 	 	 	551	 	 	 	550.770	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-340
	 	 	340	 	 	Rixey	 	 	151-46	 	 	 	435.710	 	 	 	435.710	 	 	 	436	 	 	 	435.710	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-348
	 	 	348	 	 	Taylor	 	 	80-40	 	 	 	161.320	 	 	 	161.320	 	 	 	160	 	 	 	161.320	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-383
	 	 	 	 	 	Davis	 	 	93-41	 	 	 	427.300	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-383
	 	 	383	 	 	Davis	 	 	93-58	 	 	 	97.890	 	 	 	525.190	 	 	 	525	 	 	 	525.190	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-390
	 	 	390	 	 	Ellie Jones	 	 	158-12	 	 	 	316.000	 	 	 	316.000	 	 	 	316	 	 	 	316.000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-392
	 	 	 	 	 	Solitude	 	 	147-01	 	 	 	792.742	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-392
	 	 	 	 	 	Solitude	 	 	147-15	 	 	 	115.000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-392
	 	 	392	 	 	Solitude	 	 	147-16	 	 	 	146.500	 	 	 	1054.242	 	 	 	1066	 	 	 	1,076.370	 	 	 	 	 






Page  54









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Acreage/	 	Total Size	 	Total Size	 	Total Size	 	 	 	 
	No.	 	 	 	 	 	Tract Name	 	Tax Parcel ID	 	Parcel	 	(Tax Acres)	 	(Mgt Acres)	 	(Deed Acres)	 	 	 	 
	T-393
	 	 	393	 	 	Chappell	 	 	187-19	 	 	 	372.130	 	 	 	372.130	 	 	 	372	 	 	 	372.120	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-396
	 	 	 	 	 	Boxley	 	 	97-02	 	 	 	732.240	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-396
	 	 	 	 	 	Boxley	 	 	97-03	 	 	 	168.000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-396
	 	 	 	 	 	Boxley	 	 	97-04	 	 	 	75.720	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-396
	 	 	396	 	 	Boxley	 	 	97-06	 	 	 	66.940	 	 	 	1042.900	 	 	 	1056	 	 	 	1,042.990	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-325
	 	 	325	 	 	Davidson	 	 	68-17	 	 	 	138.784	 	 	 	138.784	 	 	 	139	 	 	 	138.780	 	 	bad appraisal
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Culpeper County
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-324
	 	 	 	 	 	Ames	 	 	63-14	 	 	 	303.250	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-324
	 	 	 	 	 	Ames	 	 	63-14A	 	 	 	7.000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-324
	 	 	 	 	 	Ames	 	 	63-14B	 	 	 	4.000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-324
	 	 	 	 	 	Ames	 	 	64-02	 	 	 	510.250	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-324
	 	 	324	 	 	Ames	 	 	64-02D	 	 	 	17.000	 	 	 	841.500	 	 	 	841	 	 	 	841.300	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-370
	 	 	 	 	 	Sheba	 	 	64-2B	 	 	 	58.700	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-370
	 	 	 	 	 	Sheba	 	 	64-47	 	 	 	273.740	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-370
	 	 	 	 	 	Sheba	 	 	64-50	 	 	 	20.000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Page  55









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Acreage/	 	Total Size	 	Total Size	 	Total Size	 	 	 	 
	No.	 	 	 	 	 	Tract Name	 	Tax Parcel ID	 	Parcel	 	(Tax Acres)	 	(Mgt Acres)	 	(Deed Acres)	 	 	 	 
	T-370
	 	 	 	 	 	Sheba	 	 	64-54	 	 	 	55.020	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-370
	 	 	 	 	 	Sheba	 	 	64-55A	 	 	 	100.650	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-370
	 	 	370	 	 	Sheba	 	 	64-55B	 	 	 	32.080	 	 	 	540.190	 	 	 	547	 	 	 	540.600	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-354
	 	 	 	 	 	Smith Hunt	 	 	69-17	 	 	 	210.030	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-354
	 	 	 	 	 	Smith Hunt	 	 	69-23	 	 	 	107.180	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-354
	 	 	 	 	 	Smith Hunt	 	 	69-26	 	 	 	300.370	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-354
	 	 	 	 	 	Smith Hunt	 	 	69-27	 	 	 	122.640	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-354
	 	 	 	 	 	Smith Hunt	 	 	70-05	 	 	 	146.040	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-354
	 	 	 	 	 	Smith Hunt	 	 	70-06	 	 	 	370.170	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-354
	 	 	 	 	 	Smith Hunt	 	 	70-10	 	 	 	548.000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-354
	 	 	 	 	 	Smith Hunt	 	 	70-11	 	 	 	338.000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-354
	 	 	 	 	 	Smith Hunt	 	 	70-12	 	 	 	572.000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-354
	 	 	 	 	 	Smith Hunt	 	 	70-12A	 	 	 	351.160	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-354
	 	 	 	 	 	Smith Hunt	 	 	70-14	 	 	 	208.000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-354
	 	 	354	 	 	Smith Hunt	 	 	82-02	 	 	 	65.500	 	 	 	3339.090	 	 	 	3340	 	 	 	3,342.720	 	 	 	 	 






Page  56









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Acreage/	 	Total Size	 	Total Size	 	Total Size	 	 	 	 
	No.	 	 	 	 	 	Tract Name	 	Tax Parcel ID	 	Parcel	 	(Tax Acres)	 	(Mgt Acres)	 	(Deed Acres)	 	 	 	 
	Cumberland County
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-329
	 	 	 	 	 	Beasley	 	 	74-A-28	 	 	 	140.500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-329
	 	 	329	 	 	Beasley	 	 	75-A-07	 	 	 	40.000	 	 	 	180.500	 	 	 	181	 	 	 	180.600	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-334
	 	 	 	 	 	Godsey	 	 	67-A-55	 	 	 	189.720	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-334
	 	 	334	 	 	Godsey	 	 	67-A-60	 	 	 	30.000	 	 	 	219.720	 	 	 	220	 	 	 	219.100	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-335
	 	 	335	 	 	Kaylor	 	 	43-A-13	 	 	 	111.620	 	 	 	111.620	 	 	 	112	 	 	 	111.620	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-360
	 	 	360	 	 	McCall	 	 	66-A-11	 	 	 	164.890	 	 	 	164.890	 	 	 	165	 	 	 	164.890	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-375
	 	 	375	 	 	Boston Hill	 	 	12-A-05	 	 	 	660.470	 	 	 	660.470	 	 	 	684	 	 	 	660.320	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-384
	 	 	384	 	 	Brookhill	 	 	56-A-25	 	 	 	325.000	 	 	 	325.000	 	 	 	335	 	 	 	335.800	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-385
	 	 	385	 	 	Best	 	 	69-A-14	 	 	 	335.780	 	 	 	335.780	 	 	 	326	 	 	 	324.980	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-386
	 	 	386	 	 	Foster	 	 	81-A-70	 	 	 	225.990	 	 	 	225.900	 	 	 	226	 	 	 	218.000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-389
	 	 	 	 	 	Pairet	 	 	72-A-03	 	 	 	53.890	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-389
	 	 	389	 	 	Pairet	 	 	72-A-04	 	 	 	476.300	 	 	 	530.190	 	 	 	530	 	 	 	530.190	 	 	 	 	 
	 
	Nelson County
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-305
	 	 	305	 	 	Price	 	 	91-A-16	 	 	 	616.290	 	 	 	616.290	 	 	 	615	 	 	 	615.500	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-331
	 	 	331	 	 	Piedmont	 	 	92-A-6C	 	 	 	953.190	 	 	 	953.190	 	 	 	953	 	 	 	953.190	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Timberland in Supply Agreement
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	25,886.219	 	 	 	25921.00	 	 	 	25,916.180	 	 	 	 	 







Page  57









 








Exhibit B-2




Description Of Personal Property




Forestry Records — To the extent in Seller’s possession





	1.	 	Recent tract photos 9” x 9”
	 
	2.	 	Land lot maps
	 
	3.	 	Timber volume records
	 
	4.	 	Hunting lease contacts
	 
	5.	 	Surveys






Page  58









 








Exhibit C




Permitted Exceptions




Subject To:




General Exceptions (Standard Timberlands Title Exceptions)





	 	1.	 	Any facts, rights, interest or claims which are not shown by the public record but which
could be ascertained by an accurate survey of the land or by making inquiry of persons in
possession thereof.
	 
	 	2.	 	Easements or claims thereof, which are not shown by the public record.
	 
	 	3.	 	Taxes for the year 2007, a lien, not yet due and payable.
	 
	 	4.	 	Rights of the public and others entitled thereto, if any, in and to the use of that part of
the land within the bounds of any publicly dedicated street, road, highway, or public
thoroughfare.
	 
	 	5.	 	Rights of upper and lower riparian owners to the flow of the waters of any river or creek on
the land, free from diminution or pollution.
	 
	 	6.	 	All easements of record to the extent valid and subsisting.





Page  59









 








Exhibit D




Deed Form




Please Record and Return To:

                                        


                                        


                                        





Special Warranty Deed




	 	 	 
	State of Virginia

	 	[insert tract/county]
	County/City of                     
	 	 






This Deed, between GLATFELTER PULP WOOD COMPANY, a corporation organized and existing
under the laws of the State of Delaware, and having a place of business at Oglethorpe, Macon
County, Georgia, hereinafter referred to as the Grantor, and Timber LLC, a                      duly
authorized to do business in the State of Georgia, hereinafter referred to as the Grantee.



Witnesseth: That the said Grantor, for and in consideration of Ten Dollars ($10.00) and
other valuable consideration, the receipt whereof is hereby acknowledged, has granted, bargained,
sold, and conveyed, and by these presents does grant, bargain, sell, and convey unto the said
Grantee, its successors and assigns, with SPECIAL WARRANTY, that certain tract or parcel
of land situate, lying and being in                      County(City), Virginia, and being more particularly
described according to Exhibit A attached hereto and incorporated herein by reference.



Page  60









 





This conveyance is made subject to the reservation of rights, exceptions, and encumbrances set
forth on Exhibit A.



To Have And To Hold the said bargained premises, together with all and singular the rights,
members, and appurtenances thereof, to the same being, belonging, or in anywise appertaining, to
the only proper use and benefit of Grantee, its successors and assigns, in Fee Simple.



In Witness Whereof, the said Grantor, acting by and through its duly authorized officers,
has signed, sealed, and delivered these presents this                      day of
                                        
, 2007.



	 	 	 	 	 
	 	Glatfelter Pulp Wood Company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Its: 	 
	 



STATE OF                     





CITY/COUNTY OF                     , to-wit:



     The foregoing instrument was acknowledged before me, a notary public in and for the State and
City/County aforesaid, on this ___ day of                     , 2007 by
                                        
,
personally known to me or satisfactorily proven to be the
                                         of Glatfelter Pulp
Wood Company, who acknowledged that he/she signed the foregoing instrument on behalf of Glatfelter
Pulp Wood Company as its duly authorized                      for the purposes therein stated.



     WITNESS
the following signature as of the ___ day of
                                        
, 2007.



	 	 	 	 	 
	 

	 	 

Notary Public
	 	 






Page  61









 






My commission expires:
                                        
                    




[AFFIX NOTARIAL SEAL]



Page  62









 





Exhibit A To Limited Warranty Deed




[insert applicable legal description]




[insert applicable reservations]




[insert Permitted Exceptions]





Page  63











 





Exhibit E




Land-Related Agreements




Replanting Obligations




Hunting Licenses




Timber Service Agreements




Page  64









 





Exhibit F




Permits




Highway Entrance Permits with Virginia Department of Transportation




Page  65









 





Exhibit G




Form

Assignment and Assumption Agreement For Land-Related

Agreements and Permits



This Assignment and Assumption Agreement for Land-Related Agreements and Permits (“Agreement”) is
entered into by and between Glatfelter Pulp Wood Company (“Assignor”) and [Timber LLC] (“Assignee”)
and is effective as of _________, 2007.




R E C I T A L S





	A.	 	Assignor and Assignee are party to that certain Timberland Purchase and Sale Agreement dated
as of _________, 2007.
	 
	B.	 	Subject to the terms and conditions set forth in this Agreement, Assignor desires to assign
and Assignee desires to assume the agreements, rights, and obligations set forth herein.





A G R E E M E N T



Now, Therefore, in consideration of the mutual covenants and agreements of the parties
herein contained and for good and valuable consideration as set forth in the Timberland Purchase
and Sale Agreement dated as of June _________, 2007, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:





	1.	 	assignment. Assignor does hereby assign, transfer, set over, sell, convey,
specially warrant and deliver unto Assignee all of its present and future right, title, and
interest in and to the Land-Related Agreements and Permits described on Attachment A to this
Agreement and any and all performance or deliverables to which Assignor is entitled to under
the Land-Related Agreements and Permits, including, without limitation, all claims of Assignor
for damages arising out of any breach of any of the Land-Related Agreements and Permits.
	 
	2.	 	Assumption. Assignee does hereby expressly accept Assignor’s right, title, and
interest under the Land-Related Agreements and Permits, and assumes Assignor’s obligations
thereunder and agrees to pay and discharge, and release Assignor from




Page  66









 






	 	 	all payments that first arise and become due and payable after the date hereof and all
obligations and liabilities of Assignor arising on and after the date hereof under and
pursuant to the Land-Related Agreements and Permits on Exhibit A, except to the
extent such obligations or liabilities relate to any breach or violation of any
Land-Related Agreements and Permits prior to the date hereof for which Assignor agrees to
remain solely liable.
	 
	3.	 	Other.






	 	a.	 	Capitalized terms used but not defined in this Agreement shall have the
meanings assigned to them in the Timberland Purchase and Sale Agreement.
	 
	 	b.	 	This Agreement will inure to the benefit of and be binding upon Assignor and
Assignee and their respective successors, assigns and legal representatives.
	 
	 	c.	 	This Agreement will be governed by, construed under and enforced in
accordance with the laws of the State of Georgia.
	 
	 	d.	 	This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, and all of which counterparts together shall constitute
the same instrument, which may be sufficiently evidenced by one counterpart.
Execution of this Agreement at different times and places by the parties shall not
affect the validity thereof so long as all the parties hereto execute a counterpart of
this Agreement.





Executed And Effective as of the date first above written.




	 	 	 	 	 	 	 	 	 	 	 
	Assignee	 	 	 	Assignor	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	[insert name]
	 	 	 	 	 	[insert name]
	 

	 	Its:
	 	[insert title]
	 	 	 	Its:
	 	[insert title]






Page  67









 





Attachment A to Assignment & Assumption Agreement





	1.	 	Land-Related Agreements:






	 	 	 	[insert list from Exhibit E of the Land-related Agreements that will be assigned
and assumed]






	2.	 	Permits






	 	 	 	To be listed






	3.	 	Right-Of-Way Agreements (allowing Seller access across third party property):






	 	 	 	To be listed





Page  68









 





Exhibit H




Seller’s Certificate Of Non-Foreign Status




CERTIFICATION OF NON-FOREIGN STATUS

BY CORPORATION, PARTNERSHIP, TRUST OR ESTATE




     Section 1445 of the Internal Revenue Code provides that a transferee (buyer) of a United
States real property interest must withhold tax if the transferor (seller) is a foreign person.
For U.S. tax purposes (including section 1445), the owner of a disregarded entity (which has legal
title to a U.S. real property interest under local law) will be the transferor of the property and
not the disregarded entity. To inform _________ (the “Purchaser”) that withholding of tax is not
required upon the disposition of United States real property
interests by _________ (the
“Seller”), the undersigned hereby certifies the following on behalf of Seller:


Seller is not a foreign corporation, foreign partnership, foreign trust, or foreign estate, as
those terms are defined in the Internal Revenue Code and Income Tax Regulations.



Seller is not a disregarded entity as defined in § 1.1445-2(b)(2)(iii).



Seller’s employer identification number is
                    .




Seller’s address is:




                                                            




                                                            




                                                            




                                                            




     Seller understands that this certification may be disclosed to the Internal Revenue Service by
Purchaser and that any false statement made by Seller and contained herein could be punished by
fine, imprisonment or both.



     Under penalties of perjury, the undersigned individual signing this document on behalf of
Seller declares that he/she has examined this certification and to the best of



Page  69









 







his/her knowledge and belief, it is true, correct and complete. The undersigned further
declares that he/she has authority to sign this document on behalf of Seller.



WITNESS:



	 	 	 
	 

	 	By:
                                        
                    
	Print Name:
                                        
                    

	 	Name:
                                        
                    
	 

	 	Title:
                                        
                    
	 
	 	 
	Date:
                                        
                    
	 	 






	 	 	 	 	 	 	 
	STATE OF

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss:
	COUNTY OF

	 	 	)	 	 	 






     On
this ___ day of July, 2007, before me, the undersigned, a Notary Public in and for the
jurisdiction aforesaid, personally appeared ___, known to me or satisfactorily proven
to be the ___ of Glatfelter Pulp Wood Company, a Maryland corporation, and that
he/she, as such ___, being authorized to do so, executed the foregoing instrument on
behalf of said Glatfelter Pulp Wood Company by signing the name of
the ___ by
himself/herself as such ___.



     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
first above written.


                                                            

Notary Public

My Commission
Expires                                        




Page  70









 








Exhibit I




Exceptions To Seller’s Representations And Warranties

and

Disclosures




Uncorrected Notices Or Violation Of Law




     None



Hazardous Substances And Underground Storage Tanks




     None



Environmental And Other Matters





Old mineral mines, ponds, spoils piles and associated leachate on T-350 Sulphur Mine Tract



Protected Species




     None



Timber Harvest




     Timber Service Agreements in place for contractors to harvest and deliver



Unrecorded Documents




     Replanting Obligations



Contracts Pertaining To The Timberland Property




     Replanting Obligations, Hunting Licenses and Timber Service Agreements



Page  71









 





Boundary Disputes And Adverse Possession




     None



Litigation and Claims




     None



Condemnation




     None



Page  72









 





Exhibit J




Virginia Timberlands Value Table




Average
Price Per Acre —




$1,730/acre




TIMBER VALUES




	 	 	 
	Pine Pulpwood
	 	$8.00/Ton
	 
	 	 
	Pine Saw Timber
	 	Delivered to mill price less
cut-skid-haul rate less 7.5% administration fee
	 
	 	 
	Hardwood Pulpwood
	 	$4.00/Ton
	 
	 	 
	Hardwood Saw Timber
	 	Delivered to mill price less
cut-skid-haul rate less 7.5% administration fee






Page  73









 





Exhibit K




FORM OF INSTALLMENT NOTE




PURCHASE NOTE NO. P-1




			
	 	 	 
	$[___]
	 	[___], 2007






     FOR VALUE RECEIVED, the undersigned, [Buyer LLC], a [Delaware limited liability company] (the
“Maker”), hereby promises to pay to the order of Glatfelter Pulpwood Company, a Maryland
corporation (the “Initial Holder”), or its successors and registered assigns (the Initial
Holder and any such successor or assign being referred to herein as the “Holder”), in
immediately available funds, the principal amount of $[___] ([___]and [___]
United States Dollars), together with interest thereon at the Interest Rate (as defined below),
such interest payable in arrears on each Interest Payment Date (as defined below) from and
including the date hereof to but excluding the date this Purchase Note is paid in full. The
principal amount of this Purchase Note is due and payable on [___, 2027] (the “Maturity
Date”). In certain events hereinafter described, this Purchase Note may become due and payable
prior to its stated maturity.



     This Purchase Note is not subject to redemption or prepayment at the election of the Maker
prior to maturity, in whole or in part.



     All payments of principal and interest in respect of this Purchase Note and other amounts owed
by the Maker hereunder shall be made in U.S. Dollars in immediately available funds to the order of
the Holder by wire transfer to such account as may be specified from time to time by the Holder to
the Maker in writing or, at the option of the Holder hereof, by check to such address as the Holder
shall have designated to the Maker in writing. If any payment of principal of, or interest on, or
any other amount owed by the Maker under this Purchase Note becomes due and payable on a day other
than a Business Day (as defined below), the maturity thereof shall be extended to the next
succeeding Business Day (unless such Business Day falls in another calendar month, in which case
the date for payment thereof shall be the next preceding Business Day). If the date for any
payment of principal is extended by operation of law or otherwise, interest thereon shall be
payable for such extended time.



     This Purchase Note is entitled to the benefits of the Irrevocable Standby Letter of Credit No.
[___] (as amended from time to time, the “Letter of Credit”) of
[___] (the “Bank”), in the initial Base Amount (as defined in the Letter of



Page  74









 







Credit) of $[    ] and subject to periodic increase and decrease as provided therein. The
Letter of Credit expires on [    ], 20[    ] unless earlier terminated as set forth therein.



     At any time that the long-term unsecured senior debt obligations of the Bank or any
then-existing Substitute LC Bank (as defined below), as applicable, are no longer rated at least A+
by Standard & Poor’s and A1 by Moody’s (a “Substitution Event”), (i) the Holder
shall have the right, but not the obligation, by delivering prior written notice to the Maker, to
require that the Maker promptly provide a substitute standby letter of credit in form and substance
satisfactory to Holder (a “Substitute LC,” which term shall include any substitute letter
of credit issued to renew or replace any Letter of Credit or then-existing Substitute LC) issued by
a bank or other financial institution (a “Substitute LC Bank”) designated by Holder to
replace the Letter of Credit (a Substitute LC provided as contemplated in this clause (i), a
“Holder Requested Substitute LC”) and (ii) if the Holder has not exercised its
right to require that the Maker provide a Holder Requested Substitute LC within thirty (30) days of
receipt of notice from the Maker of the occurrence of a Substitution Event, the Maker shall have
the right, but not the obligation, by delivering not less than [fifteen (15)] days prior written
notice to the Holder, to provide a Substitute LC in form and substance satisfactory to Holder
issued by a Substitute LC Bank reasonably satisfactory to the Holder (a Substitute LC provided as
contemplated in this clause (ii), a “Maker Provided Substitute LC”). If (i) the
Holder exercises its right to require that the Maker provide a Holder Requested Substitute LC or
(ii) the Maker exercises its right to provide a Maker Provided Substitute LC:




(a) the Maker shall execute a reimbursement agreement (a “Substitute Reimbursement
Agreement”) with the Substitute LC Bank substantially similar in all material respects
to that certain Reimbursement Agreement, dated as of [___], 2007 (the
“Reimbursement Agreement”), between the Maker and the Bank relating to the Letter
of Credit (except that the Maker shall be entitled to require without modification the
language appearing in Section [2(j)] of the Reimbursement Agreement and Section [19] of
that certain Pledge and Security Agreement, dated as of [___], 2007 (the “Pledge
Agreement”), between the Maker and the Bank relating to the Letter of Credit) and
execute such other documents in such form as the Holder or the Substitute LC Bank shall
reasonably request, including, without limitation, a pledge agreement (a “Substitute
Pledge Agreement”) pursuant to which the Maker shall assign and pledge to the
Substitute LC Bank, and grant a security interest to the Substitute LC Bank in, among other
things, the Substitute Collateral Note (as defined below), as security for the obligations
of the Maker under the Substitute Reimbursement Agreement and the Substitute Pledge
Agreement; and



Page  75









 






(b) the Maker shall cause the Bank or then-existing Substitute LC Bank, as applicable, to
release its security interest in the collateral pledged pursuant to the Pledge Agreement
(the “Collateral”), and the Maker shall apply the proceeds of the Collateral to
acquire a Collateral Note from the Substitute LC Bank (a “Substitute Collateral
Note”), in a principal amount equal to the outstanding principal amount of this
Purchase Note.



     If the then-existing Letter of Credit is replaced with a Substitute LC, references herein to
the Letter of Credit shall be deemed to refer to such Substitute LC, references herein to the
Reimbursement Agreement and the Pledge Agreement shall mean the related Substitute Reimbursement
Agreement and the related Substitute Pledge Agreement, respectively, and references to the Bank
shall be deemed to refer to the related Substitute LC Bank, as the context requires or permits.



     The Holder shall pay all reasonable costs and out-of-pocket expenses incurred by the Maker
(including (v) upfront fees, and the costs of pre-funding, commissions and expenses,
payable to the Substitute LC Bank, (w) reasonable attorneys’ fees and expenses, (x)
breakage costs incurred in connection with the release of Collateral Notes, if any, (y) if
applicable, the costs of pre-funding reserves as necessary to supplement the cash flow provided by
a Substitute Collateral Note in order to provide adequate cash flow, taking into account the effect
of any interest rate protection agreement to which the Maker is party, if any, to pay all interest
payable on this Purchase Note and (z) if the Bank or Substitute LC Bank requires Maker to
enter a new, or modify the then-existing, interest rate protection agreement, the fees, commissions
and expenses payable to the provider of such interest rate protection agreement in connection
therewith) in connection with the provision by the Maker of a Holder Requested Substitute LC;
provided, however, that, the Holder shall only be required to reimburse upfront
fees, and the costs of prefunding reserves for the fees, commissions and expenses, payable to the
Substitute LC Bank to the extent the amount of such upfront fees and reserves exceeds the amount,
if any, reserved by Maker at such time to pay for commissions and expenses remaining to be paid, if
any, to the issuer of the Letter of Credit so substituted; and provided further
that the amount of costs and expenses to be reimbursed by the Holder shall be reduced by the amount
standing to the credit of the Replacement Reserve Account, if any. The Maker shall bear all costs
and expenses incurred in connection with the provision of a Maker Provided Substitute LC.



     If any of the following events (each, an “Event of Default”) occurs and is continuing
for any reason (and whether such occurrence is voluntary or involuntary or comes about or is
effected by operation of law or otherwise):



Page  76









 






     (i) default in the payment when due (whether at maturity, by acceleration, upon notice
of termination of the Letter of Credit or otherwise) of any principal of or interest on
this Purchase Note and, in the case of interest only, continuance of such default for 3
Business Days;




     (ii) the filing by the Maker of a petition or answer or consent seeking relief under
Title 11 of the United States Code, as now or hereafter in effect, or any other applicable
federal or state bankruptcy, insolvency or other similar law, or the consent by the Maker
to the institution of proceedings under such Title 11 or any such other law or to the
filing of any such petition or to the appointment of a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) with respect to the Maker or
any part of its property, or the making by the Maker of any assignment for the benefit of
creditors, or the failure of the Maker generally to pay its debts as they become due, or
the taking of corporate action to authorize any of the foregoing;




     (iii) the entry of a decree or order by a court having jurisdiction for relief in
respect of the Maker under Title 11 of the United States Code, as now or hereafter in
effect, or any other applicable federal or state bankruptcy, insolvency or other similar
law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Maker or any part of its properties, or ordering the winding-up or
liquidation of the affairs of the Maker;




     (iv) commencement of an involuntary case or other proceeding against the Maker under
Title 11 of the United States Code, as now or hereafter in effect, or any other applicable
federal or state bankruptcy, insolvency or other similar law which is not dismissed within
60 days of the commencement of the case or other proceeding;




     (v) receipt of notice from the Bank of repudiation or termination of the Letter of
Credit prior to payment in full of this Purchase Note (other than termination of the Letter
of Credit upon issuance of a Substitute LC to replace such Letter of Credit);




     (vi) failure by the Maker to comply with any covenant or agreement contained herein,
if such failure shall continue unremedied for 30 days after actual knowledge of such
failure by the Maker;



Page  77









 






     (vii) failure by the Maker or Maker Parent to comply with any covenant or agreement in
the Purchase Agreement or the LLC Agreement;




     (viii) the Letter of Credit has not been replaced by a Substitute LC complying with
the requirements of this Purchase Note within 45 days after written notice by the Holder to
the Maker of the occurrence of a Substitution Event (whether or not the Holder has
exercised its right to require that the Maker provide a Holder Requested Substitute LC);




     (ix) the delivery by the Bank of a Timely Reimbursement Failure Notice (as such term
is defined in the Letter of Credit); or




     (x) the insolvency, receivership, conservatorship, reorganization, winding-up,
liquidation or other similar occurrence in respect of the Bank under any applicable law;


then, and in every such Event of Default and at any time thereafter during the continuance of such
Event of Default, the Holder may, at its option and in addition to any other available remedy, by
notice in writing to the Maker, declare this Purchase Note to be immediately due and payable,
together with all interest accrued hereon and any other amounts owed by the Maker hereunder, and on
delivery of such a notice, the unpaid principal amount of this Purchase Note and all interest
accrued to such date, and any other amounts owed by the Maker hereunder, shall forthwith become
immediately due and payable without the necessity of any presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly waived by the Maker; provided,
however, that if any Event of Default specified in paragraph (ii), (iii) or (iv) above
occurs, this Purchase Note shall forthwith automatically become immediately due and payable, both
as to principal and interest, and as to any such other amounts, without any action on the part of
the Holder; and provided further, however, that if the Event of Default
specified in paragraph (v) above occurs, this Purchase Note shall forthwith automatically become
due and payable, both as to principal and interest, and as to any such other amounts, on the
fifteenth (15th) calendar day following delivery of the notice referred to in paragraph (v) without
any action on the part of the Holder unless such notice is rescinded by the Bank prior to such
fifteenth (15th) calendar day.




     If the Maker shall default in the payment of the principal of or interest on this Purchase
Note or any other amount becoming due hereunder, by acceleration or otherwise, the Maker shall, on
demand from the Holder, from time to time, pay interest on such defaulted principal and, to the
extent permitted by law, defaulted interest and any



Page  78









 







other amounts due hereunder, up to the date of actual payment (after as well as before
judgment) at a per annum rate equal to the Interest Rate then in effect plus 2% per annum.
In addition, the Maker shall pay to the Holder hereof on demand such additional amounts as shall be
sufficient to pay the Holder’s costs and expenses of collection, including without limitation
reasonable attorneys’ fees.



     In the event of surrender of this Purchase Note to the Bank upon a drawing under the Letter of
Credit, if such a surrender is required, any claim for unpaid interest following the honoring of
such drawing shall survive such surrender.



     The Maker shall deliver to the Holder:




     (x) as soon as available and in any event within 60 days after the end of each fiscal
quarter of the Maker, an unaudited balance sheet of the Maker as of the end of such fiscal
quarter and the related statements of income and cash flows for such fiscal quarter,
setting forth in each case in comparative form the figures for the corresponding fiscal
quarter in the previous fiscal year or the required period, all certified as to fairness of
presentation, preparation in accordance with generally accepted accounting principles and
consistency by the chief financial officer, treasurer or chief accounting officer of the
Maker or of the controlling member of the Maker; and




     (y) as soon as available and in any event within 120 days after the end of each fiscal
year of the Maker, an unaudited balance sheet of the Maker as of the end of such fiscal
year and the related statements of income and cash flows for such fiscal year, setting
forth in each case in comparative form the figures for the preceding fiscal year or other
required period, all certified as to fairness of presentation, preparation in accordance
with generally accepted accounting principles and consistency by the chief financial
officer, treasurer or chief accounting officer of the Maker or of the controlling member of
the Maker.



     For so long as Maker Parent owns all of the outstanding interests in the Maker, Maker Parent
shall treat this Purchase Note as indebtedness of Maker Parent for all applicable income tax
purposes, unless Maker Parent determines in good faith that a change in law occurring after the
date of this Purchase Note requires Maker Parent to change such treatment.



     The Maker shall do or cause to be done all things necessary to preserve, renew and keep in
full force and effect its legal existence.



Page  79









 





     The Maker shall take all steps required by the LLC Agreement to continue the Maker’s identity
as a separate legal entity and to make it apparent to other Persons that the Maker is an entity
with assets and liabilities distinct from those of any other Person and shall comply with all of
its other obligations under the LLC Agreement and the Purchase Agreement.



     The Maker will not create, incur, assume or permit to exist any indebtedness, except for
(i) indebtedness hereunder and incurred in connection with the Letter of Credit, and
(ii) any indebtedness incurred pursuant to interest rate protection agreements, if any,
entered in respect of interest payable under this Purchase Note.



     The Maker will not take any action to create or encourage the making of a market in this
Purchase Note or the listing or trading of this Purchase Note on an “established securities market”
or otherwise take any action to render this Purchase Note “readily tradable in an established
securities market” within the meaning of Treasury Regulation § 15A.453-1(e)(4).



     The Maker shall cause the Paying Agent to maintain at the Paying Agent’s address set forth in
the Paying Agency Agreement a register in which the name and address of each holder of this
Purchase Note, each transfer thereof and the name and address of each transferee shall be
registered.



     This Purchase Note is a registered note and may be transferred only upon surrender to the
Paying Agent (with concurrent written notice to the Maker of the requested transfer) of this
Purchase Note for registration and transfer, duly endorsed by, or accompanied by a written
instrument of transfer duly executed by, the registered holder hereof or its attorney duly
authorized in writing. Upon surrender of this Purchase Note as above provided, together with the
name, address and other information for notices of the transferee, the Paying Agent shall promptly
register the transfer, record the transfer on this Purchase Note and deliver the same to the
transferee. A transfer of this Purchase Note shall be effective upon registration of the transfer
by the Paying Agent. Prior to registration of such a transfer, the Person in whose name this
Purchase Note is registered shall be deemed the owner and holder thereof for all purposes hereof,
and the Maker shall not be affected by any notice or knowledge to the contrary.



     Upon request by a transferee of this Purchase Note that a new Purchase Note be issued or upon
receipt by the Maker of evidence reasonably satisfactory to it of the ownership of and the loss,
theft, destruction or mutilation of this Purchase Note and (a) in the case of loss, theft or
destruction, of indemnity reasonably satisfactory to it, or (b) in



Page  80









 







the case of a request by a transferee that a new Purchase Note be issued or in the case of
mutilation, upon surrender and cancellation of the Purchase Note, within two Business Days
thereafter, the Maker shall execute and deliver, in lieu thereof, a new Purchase Note, dated so
that no gain or loss of interest shall occur.



     No delay, omission or waiver on the part of the Holder in exercising any right hereunder shall
operate as a waiver of such right or any other right of the Holder, nor shall any delay, omission
or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any
future occasion. Except as otherwise set forth herein, the rights and remedies of the Holder are
cumulative and not exclusive of any rights or remedies the Holder would otherwise have.



     The Maker hereby waives diligence, presentment, demand, protest, notice of dishonor and notice
of any kind whatsoever, other than those notices specifically required by this Purchase Note.



     The Maker’s obligations hereunder are absolute and unconditional and shall not be affected by
any circumstance whatsoever, and the Maker hereby agrees to make all payments hereunder in full and
when due, whether in respect to principal, interest or any other amount owed by the Maker
hereunder, without notice, demand, counterclaim, setoff, deduction, defense, abatement, suspension,
limitation, deferment, diminution, recoupment or other right that the Maker may have against the
Holder hereof or any other person or entity, and the Maker hereby waives and agrees not to assert
any defense (other than payment in accordance with the terms hereof), right of counterclaim, setoff
or recoupment, or other right which it may have against the Holder hereof or any other person or
entity.



     The Maker shall not take any action which would cause any Letter of Credit to terminate prior
to the LC Maturity Date.



     As used in this Purchase Note, the following terms shall have the following meanings:



     “Affiliate” means, as to any Person, any other Person that, directly or indirectly,
controls, is controlled by or is under common control with such Person.



Page  81









 





     “Business Day” means a day on which commercial banks and foreign exchange markets
settle payments and are open for general business (including dealings in foreign exchange and
foreign currency deposits) in New York City and London.



     “Collateral Note” means a collateral note, deposit or similar instrument issued by the
Bank or Substitute LC Bank, as applicable, or an Affiliate of the Bank or Substitute LC Bank, as
applicable, which (i) bears interest based on the LIBO Rate for an interest period of six
months set two London Business Days prior to the commencement of the relevant interest period, and
(ii) provides for payment of interest 15 days prior to the dates set forth for payment of
interest under this Purchase Note.



     “Interest Payment Date” means the last day of each Interest Period and any other date
on which the principal and interest on this Purchase Note is due and payable in full.



     “Interest Period” means (i) initially, the period commencing on the date
hereof and ending on [___], 2008 and (ii) thereafter, each period commencing on the
last day of the immediately preceding Interest Period and ending on the [___] day of the sixth
consecutive month ending after the month in which such immediately preceding Interest Period ended.
The determination of Interest Periods shall be subject to the following provisions:




     (i) if any Interest Period would otherwise expire on a day that is not a Business Day,
such Interest Period shall expire on the immediately succeeding Business Day;
provided, however, that if any Interest Period would otherwise expire on a
day that is not a Business Day but is a day of the month after which no further Business
Day occurs in such month, such Interest Period shall expire on the immediately preceding
Business Day; and




     (ii) no Interest Period shall extend beyond the stated maturity date hereof.



     “Interest Rate” means (i) for the first Interest Period [_.___]% per annum and
(ii) for each Interest Period thereafter a rate per annum equal to the LIBO Rate for such
Interest Period plus the Margin. Interest shall be computed based on the actual number of days in
an Interest Period divided by 360.



     “LIBO Rate” means, (i) [_.___]% per annum for the first Interest Period, and
(ii) for any subsequent Interest Period: 



Page  82









 






(a) an interest rate per annum appearing on page BBAM on the Bloomberg Terminal (“Page
BBAM”) (or any other page that may replace such page from time to time for the purpose of
displaying offered rates of leading banks for London interbank deposits in United States
dollars) at approximately 11:00 a.m. (London time) on the day that is two London Business
Days prior to the commencement of such Interest Period for United States dollar deposits
having a tenor equal to the duration of such Interest Period;




(b) if a rate is not available, the rate per annum determined by the Paying Agent to be the
arithmetic mean (rounded, if necessary, to the nearest fifth decimal place (with 5’s being
rounded up)) of the respective rates of interest communicated by each of the Reference
Banks to the Paying Agent as the rates at which such Reference Banks would offer a United
States dollar deposit having a tenor equal to the duration of such Interest Period and an
amount at least equal to US$100 million to prime banks in the London interbank market at
approximately 11:00 a.m. (London time) on the day that is two London Business Days prior to
the commencement of such Interest Period; provided, however, that if less than all
Reference Banks provide such rate quotations, then the Paying Agent shall determine the
above-mentioned arithmetic mean based on the rates quoted by those Reference Banks that
provide such a quotation, and if only one Reference Bank provides such a rate quotation,
then the Paying Agent shall use such sole Reference Bank’s quoted rate; or




(c) if a rate cannot be determined pursuant to the foregoing provisions, the LIBO Rate for
such Interest Period shall be the rate per annum determined by the Paying Agent to be the
arithmetic mean (rounded, if necessary, to the nearest fifth decimal place (with 5’s being
rounded up)) of the respective rates of interest communicated by each of the Reference
Banks to the Paying Agent as the rates at which such Reference Banks would offer a United
States dollar deposit having a tenor equal to the duration of such Interest Period and an
amount at least equal to US$100 million to prime banks in the New York interbank market at
approximately 11:00 a.m. (New York City time) on the first day of such Interest Period;
provided, however, that if less than all Reference Banks provide such rate quotations, then
the Paying Agent shall determine the above-mentioned arithmetic mean based on the rates
quoted by those Reference Banks that provide such a quotation, and if only one Reference
Bank provides such a rate quotation, then the Paying Agent shall use such sole Reference
Bank’s quoted rate.



     “LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of
the Maker dated as of [___], 2007.



Page  83









 





     “London Business Day” means any day on which trading by and between banks in United
States Dollar deposits in the London interbank market occurs.



     “Maker Parent” means Glawson Investments Corp., a Georgia corporation.



     “Margin” means [_.___]%.



     “Moody’s” means Moody’s Investors Service, Inc., and any successor thereto.



     “Paying Agent” means [Name of paying agent], a [___] banking corporation, and any
entity that may succeed to [___] as Paying Agent under the Paying Agency Agreement, dated
as of [___], 2007, among the Maker, [paying agent], [LC Bank] and [Swap counterparty].



     “Person” means any individual, corporation, partnership, joint stock company,
association, trust, joint venture or any other entity or organization, including a government or
political subdivision or any agency or instrumentality thereof.



     “Purchase Agreement” means the Timberland Purchase and Sale Agreement, dated as of
[___], 2007, among Maker, Maker Parent and Initial Holder, as amended from time to time.



     “Reference Banks” means [to be completed].



     “Replacement Reserve Account” means the account of the Maker into which the Maker
shall deposit, or cause to be deposited, an amount equal to the cash flow generated by any
Collateral Note in excess of the cash flow required to pay interest on this Purchase Note, if any,
after taking into account any interest rate protection agreement to which the Maker is party.



     “Standard & Poor’s” means Standard & Poor’s Ratings Service, a division of The
McGraw-Hill Companies, Inc., and any successor thereto.



     All notices, requests, demands and other communications required or permitted hereunder shall
be given in writing and delivered by hand or by registered or certified mail, or by recognized
overnight delivery service, if to the Maker, to:



Page  84









 




[Buyer LLC]

225 River North Boulevard

Macon, GA 31211

Attention: W.C. Glawson, Jr.

Facsimile: (478) 746-5528

Email: glawsonoffice@aol.com



and if to the Holder hereof, to such address as may be furnished by such Holder to the Maker in
writing with copies to:



[Seller]

c/o Glatfelter PulpWood Company

228 South Main

Spring Grove, PA 17362

Attention: Thomas V. Bosley, VP & General Manager

Facsimile: (717) 225-2872

Email: tbosley@glatfelter.com




and to:




     [Seller’s Counsel]


or to such other address as may be designated in writing by the Maker or the Holder hereof.




     In case any one or more of the provisions hereof should be invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.



     This Purchase Note shall bind the Maker and the successors of the Maker, and the term
“Maker” herein shall include the successors of the Maker.



     The terms of this Purchase Note may be amended from time to time only by the written agreement
of the Maker and the Holder.



Page  85









 





     Notwithstanding anything to the contrary contained in this Purchase Note, but subject to the
last sentence of this paragraph, in any action or proceeding brought to enforce any obligation of
the Maker under this Purchase Note or to exercise any right or remedy contained in this Purchase
Note, no judgment, decree or other remedy shall be enforceable against, nor shall there be any
recourse to, nor shall any such judgment or decree be subject to the execution or lien on,
(i) any assets of any Affiliate of the Maker, (ii) any assets of any manager,
trustee, administrator, officer, director, agent or other representative, stockholder, equity
holder, or member (whether direct or indirect) of the Maker or any of their respective successors
or assigns (each, a “Maker Party”) or (iii) any assets of any manager, trustee,
administrator, officer, director, agent, other representative, stockholder, equity holder, or
member (whether direct or indirect) of any Maker Party or any of their respective successors or
assigns, nor shall the Holder seek any other relief with respect to Persons described in
clauses (i) through (iii) of this paragraph, it being specifically understood and agreed that such
Persons shall have no personal liability for the payment of any obligations of the Maker under this
Purchase Note. Notwithstanding anything to the contrary contained in this Purchase Note, but
subject to the last sentence of this paragraph, the Holder agrees that neither it, nor any Person
acting on its behalf, may assert any claim or cause of action for payment of any of the obligations
of the Maker hereunder against any Affiliate of Maker, any Maker Party or any manager, trustee,
administrator, officer, director, agent, other representative, stockholder, equity holder, member
(whether direct or indirect) of any Affiliate of Maker, any Maker Party or any of their respective
successors or assigns. By accepting this Purchase Note, the Holder agrees that subject to the last
sentence of this paragraph, it shall not institute or join any other Person in instituting any
bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings or other
proceedings under U.S. federal or state or other bankruptcy or similar laws (an “Insolvency
Proceeding”) against Maker Parent or any other Affiliate of Maker. Nothing in this paragraph shall
limit the Holder’s rights and remedies against Maker Parent, any successor obligor of the Member
Note or any obligor of a Transferee Member Note with respect to the Member Note or Transferee
Member Note (each as defined in the LLC Agreement) or limit the Holder’s right to institute or join
any other Person in instituting an Insolvency Proceeding against Maker Parent, any successor
obligor of the Member Note or any obligor of a Transferee Member Note in respect of the obligations
under the Member Note or Transferee Member Note.



     The Maker and by accepting this Purchase Note, the Holder, each agrees that each Person from
time to time holding debt financing of Maker Parent or any other Affiliate of Maker are express
third party beneficiaries of the recourse limitations and non-petition agreements set forth in the
preceding paragraph.



Page  86









 





     This Purchase Note and the rights and the duties of the Maker and the Holder hereunder shall
be governed by, and construed and enforced in accordance with, the laws of the State of New York.



[BUYER LLC]




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Page  87









 





Exhibit L




[Intentionally Omitted.]




Page  88









 








Exhibit M




Timber Note Indicative Terms



Pursuant to the Timberland Purchase and Sale Agreement, dated August _, 2007, between Glatfelter
Pulp Wood Company (“Glatfelter”), Glawson Investments Corp. (“Buyer Parent”) and _________, a newly
formed, wholly owned, special purpose subsidiary of Buyer Parent (“Buyer LLC”), Glatfelter will
convey timberlands to Buyer LLC in exchange for a long-term note of Buyer LLC (the “Timber Note”).
Glatfelter will first convey such timberlands to a newly formed, wholly owned, special purpose
subsidiary (“Timber LLC”), and convey the ownership interest in Timber LLC to Buyer LLC in exchange
for the Timber Note. The Timber Note will be credit-enhanced by an irrevocable standby letter of
credit (the “L/C”) from one or more issuers with a credit rating of at least AA/Aa2 (the “L/C
Issuer”). Buyer LLC will be required to provide the L/C Issuer with acceptable collateral, (the
“Collateral Notes”), to secure the L/C in the form of debt securities of the L/C Issuer. Buyer LLC
will acquire such Collateral Notes with equity funds contributed from Buyer Parent. It will be the
responsibility of Buyer LLC to arrange terms of the L/C with the bank(s) engaged by Buyer LLC;
provided, however, that the Timber Note may be required to be credit enhanced by multiple L/C
Issuers to the extent determined necessary by Glatfelter.




Timber Note:





	•	 	Interest:






	 	•	 	Six-month LIBOR plus the same margin as the Collateral Notes.
	 
	 	•	 	Payable semi-annually in arrears 15 days after payment dates on the Collateral
Notes.
	 
	 	•	 	The applicable six-month LIBOR rate will be set two days prior to the beginning of
the relevant six-month period.
	 
	 	•	 	Buyer LLC will be responsible for arranging appropriate reserves or hedging
arrangements to cover any shortfalls arising from differences in payment dates and
interest rates between the Timber Note and Collateral Notes.




Page  89









 












	•	 	Term/Maturity Date:






	 	•	 	20 years.






	•	 	Credit Enhancement:






	 	•	 	The holder of the Timber Note (the “Holder”) will benefit from one or more L/Cs
issued by high credit quality providers (i.e., with a senior unsecured rating of at
least “AA/Aa2”).






	•	 	No Prepayability:






	 	•	 	The Timber Note may not be prepaid in whole or in part prior to maturity.





Letter of Credit:





	•	 	Description:






	 	•	 	The L/C guarantees timely payment of all principal and interest payable on the
Timber Note.






	•	 	Collateral:






	 	•	 	Buyer LLC’s reimbursement obligations under the L/C will be secured by a pledge of
and limited in recourse to the Collateral Notes and all proceeds thereon.
	 
	 	•	 	At the maturity of the Timber Note, the Collateral Notes will be released and
repaid to an account of Buyer LLC maintained by a paying agent (as described below) in
order to enable Buyer LLC to repay the Timber Note. Interest paid on the Collateral
Notes will also be released and repaid on each Timber Note payment date to such
account of Buyer LLC in order to enable Buyer LLC to pay interest on the Timber Note.




Page  90









 












	•	 	Term:






	 	¡ 	 	The term of the L/C shall be 20 years plus 15 days.






	•	 	Fees:






	 	•	 	At closing, Buyer Parent will contribute to Buyer LLC funds sufficient to pay the
L/C fees (and related expenses) for the installment term. Such funds shall be placed
in escrow and invested in debt securities agreed to by Buyer LLC and L/C Issuer.






	•	 	Right of Substitution:






	 	•	 	The Holder shall have the right, but not the obligation, to terminate the L/C if
the credit rating of the L/C Issuer drops below AA-/Aa3 (a “Substitution Event”).
	 
	 	•	 	If a Substitution Event occurs, the Holder will have the right to designate a
replacement L/C Issuer. Following such a substitution of L/C Issuers, the original
L/C Issuer shall thereafter not be entitled to receive any L/C fees and any funds in
the L/C Escrow can thereafter be used to fund L/C fees payable to the replacement L/C
Issuer.
	 
	 	•	 	Buyer LLC shall also have the right to request a replacement of the L/C Issuer upon
the occurrence of a Substitution Event, subject to obtaining a replacement L/C on
terms and conditions reasonably satisfactory to the Holder.
	 
	 	•	 	Any cost or expense incurred in obtaining a replacement L/C Issuer shall be for the
account of the person requesting such replacement.





Collateral Notes:





	•	 	Amount:




Page  91









 












	 	•	 	Principal amount of the Timber Note.






	•	 	Interest:






	 	•	 	Six-month LIBOR plus a margin. Interest margin (which may be negative) would be
set at a market rate for the particular L/C Issuer at the time the Collateral Notes
are issued.
	 
	 	•	 	Payable semi-annually in arrears.
	 
	 	•	 	The applicable six-month LIBOR rate will be set two days prior to the beginning of
the relevant six-month period.






	•	 	Term:






	 	•	 	The Collateral Notes will have a maturity that is identical to that of the Timber
Note. The Collateral Notes may not be prepaid in whole or in part prior to maturity
except in connection with a replacement of the L/C as described above.






	•	 	No Direct Payment Arrangement:






	 	•	 	Buyer LLC will not be allowed to instruct the L/C Issuer to apply interest or
principal on the Collateral Notes to satisfy interest or principal on the Timber Note.
Instead, such interest or principal payments will be made directly to a third-party
paying agent that will act on behalf of Buyer LLC in paying amounts due under the
Timber Note.





Buyer LLC:





	•	 	Initial Contribution:






	 	•	 	Buyer Parent shall contribute to Buyer LLC: (A) cash funds equal to the sum of (i)
101% of the principal amount of the Timber Note, (ii) the cost




Page  92









 






	 	•	 	of the L/C and the paying agent for the installment term (and related expenses) and
(iii) the cost of any interest rate hedging arrangements and (B) an
interest-bearing promissory note of Buyer Parent (the credit quality of which is
acceptable to the Holder) in an amount equal to 2% of the principal amount of the
Timber Note.
	 
	 	•	 	The contributed proceeds will be invested by Buyer LLC as follows: (i) an amount
equal to the principal amount of the Timber Note will be invested in Collateral Notes
and (ii) all remaining funds not used to pay expenses at closing will be invested in
Permitted Investments.
	 
	 	•	 	“Permitted Investments” shall include US Government obligations or other
high-quality debt securities.






	•	 	Covenants:






	 	•	 	Buyer LLC shall agree: (i) not to distribute or otherwise dispose of its equity in
Timber LLC (or cause or permit Timber LLC to distribute or otherwise dispose of its
timber assets) to Buyer Parent or a related party for at least one (1) year following
closing; (ii) not incur any liabilities or liens other than in connection with the
Timber Note and L/C and (iii) to observe standard separateness covenants, including to
maintain one independent member of its board of managers.
	 
	 	•	 	Buyer Parent shall agree: (i) to observe standard separateness covenants, (ii) not
to dispose of its interest in or equity of Buyer LLC to L/C Issuer or an affiliate
thereof at any time after closing, (iii) not to permit Buyer LLC to elect to be taxed
as a corporation and (iv) not to dispose of its interest in or equity of Buyer LLC for
at least one (1) year following closing.






	•	 	Replacement of L/C:






	 	•	 	If the Holder requests an extension or replacement of the L/C upon a Substitution
Event, Buyer LLC will agree to negotiate in good faith to accomplish such extension or
replacement and will agree to execute an extension or replacement on terms
substantially similar to the original L/C




Page  93









 






	 	 	 	arrangements so long as such extension or replacement does not result in additional
cost to Buyer LLC that the Holder is unwilling to bear.






	•	 	Paying Agent Arrangement:






	 	•	 	Buyer LLC will engage a third-party paying agent to make payments of amounts due
and payable under the Timber Note (and to provide such other services as the parties
agree) pursuant to a customary trust arrangement for so long as the Timber Note and
L/C remain outstanding. The paying agent fees shall be for the account of Buyer LLC.





Page  94









 





Exhibit N




None




Page  95









 





Exhibit O




ASSIGNMENT AND ASSUMPTION OF AGREEMENT




     FOR Ten Dollars ($10.00), in hand paid, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, and intending to be legally bound, Glatfelter Pulp
Wood Company, a Maryland corporation (“Assignor”) does hereby assign, transfer, set over and convey
to _________, a Delaware limited liability company (“Assignee”), all of the Assignor’s right,
title and interest in and to a membership interest in Timber LLC, a Delaware limited liability
company (the “Company”), being a One-hundred percent (100%) membership interest.



     The Assignor represents, warrants and agrees that, (a) Assignor has the full power and
authority to transfer and assign the membership interest conveyed herein, and (b) Assignor’s
execution and delivery of this Assignment and Assumption of Membership Interests has been
authorized by all necessary action on its behalf. This Assignment and Assumption of Membership
Interests is valid, binding and enforceable against Assignor in accordance with its terms.



     The Assignee represents, warrants and agrees that, (a) Assignee has the full power and
authority to hold the membership interest conveyed herein, and (b) Assignee’s execution and
delivery of this Assignment and Assumption of Membership Interests has been authorized by all
necessary action on its behalf. This Assignment and Assumption of Membership Interests is valid,
binding and enforceable against Assignee in accordance with its terms.



     Assignor represents and warrants to Assignee that it is the sole member of the Company,
that it has not granted any other person, or personal representative the right to acquire any
right or interest in the company as a member, assignee or otherwise. Assignor further represents
and warrants to the Assignee that it has not granted any person or personal representative any
right or interest in its membership in the company, and its membership interest is free and clear
of any claim, lien or encumbrance of any nature whatsoever.



     Assignee agrees to accept the transfer of the membership interest and is hereby admitted
as the sole member of the Company and with the transfer, the withdrawal of Assignor as the sole
member of the Company.



Page  96









 





     This instrument may be executed by one or more of the parties hereto in separate counterparts,
and each such separate counterpart shall be fully binding upon the signing party. The terms
hereof shall be binding on the heirs, administrators, representatives, successors and assigns of
the parties hereto.



     IN
WITNESS WHEREOF, the parties hereto have executed this Assignment as of the ___ day of
_________, 2007.



	 	 	 
	 

	 	ASSIGNOR:
	 

	 	GLATFELTER PULP WOOD COMPANY
	 
	 	 
	 

	 	By:
                                        
                    
(SEAL)
	 
	 	 
	 

	 	ASSIGNEE:
	 
	 	 
	 

	 	By:
                                        
                    
(SEAL)






Page  97









 





Exhibit P




STUMPAGE SUPPLY AGREEMENT




     THIS
STUMPAGE SUPPLY AGREEMENT is made and entered into as of the ___ day of _________, 2007,
between GLAWSON INVESTMENTS CORP., a Georgia corporation, and TIMBER LLC, a Delaware limited
liability company (collectively, “Seller”), and GLATFELTER PULP WOOD COMPANY, a Maryland
corporation, (“Buyer”).



RECITALS




     Seller holds title to certain timberlands located in Virginia described on Exhibit A
attached hereto and made a part hereof. Buyer sells wood products produced from timber. The
parties wish by this Agreement to contract for the purchase and sale of standing timber which the
Seller agrees to supply and the Buyer agrees to purchase from the Timberlands or from other lands
provided by the Seller (the “Substituted Timberlands”).



DEFINITIONS




     When used in this Agreement, the following words and phrases will have the following
meanings:



     “Agreement” is this Stumpage Supply Agreement, as modified or amended from time to time.



     “Annual Buyer Harvesting Notice” shall mean a written notice from Buyer to Seller to be given
not later than October 1 of the year preceding each Harvesting Year during the Term of this
Agreement (beginning with Harvesting Year 2008) specifying from which of the Actual Designated
Parcels Buyer proposes to harvest during the upcoming calendar year.



     “Annual Plan” has the meaning set forth in Section 4.1 hereof.



     “Buyer” is Glatfelter Pulp Wood Company, a Maryland corporation.



     “Contract Year” means each successive calendar year during the term of this Agreement. The
first Contract Year shall commence on the date of this Agreement and expire on December 31, 2007.



 









 





     “Designated Parcel” means, respectively, each Tract designated for harvest in a given
Annual Plan.



     “Dispute” includes any dispute, controversy or claim arising out of or relating to this
Agreement and any arbitration of the stumpage price required by Section 3.6.



     “Force Majeure Event” shall mean any act, omission or circumstance occasioned by or resulting
from any acts of God, acts of the public enemy, terrorism, wars, blockades, insurrections, riots,
epidemics, infestation, disease, landslides, lightning, earthquakes, tornadoes, windstorms,
volcanoes, fires, storms, floods, disasters, civil disturbances, explosions, sabotage, governmental
actions, the failure to act of any Governmental Authority, strikes or other labor disputes,
failures or partial failures of any equipment, failure of transportation, an involuntary ceasing of
operations at the Mill for a minimum of thirty (30) consecutive days, or any other events or
circumstances not within the control of a party hereto which prevents such party from performing
its obligations hereunder; provided, however, that “Force Majeure Event” shall not include (i) a
party’s financial inability to perform, or (ii) an act, omission or circumstance arising from the
negligence or willful misconduct of the party claiming that a Force Majeure Event has occurred.



     “Other Timber” is any and all merchantable timber excluding pine pulpwood and hardwood
pulpwood timber which meets the specifications set out on Exhibit D hereof, standing,
growing, laying or being on the Timberlands which may be harvested by logging contractors
harvesting the Timber for the Buyer.



     “Person” means any individual, sole proprietorship, trust, estate, executor, legal
representative, unincorporated association, institution, corporation, company, partnership, limited
liability company, limited liability partnership, joint venture, government (whether national,
federal, state, county, city, municipal or otherwise, including, without limitation, any
instrumentality, division, agency, body or department thereof) or other entity.



     “Seller” is Glawson Investments Corp., a Georgia corporation.



     “Substituted Timber” shall mean timber not previously having been burned located on the
Substituted Timberlands of substantially the same quality as the Timber located on the Timberlands.



     “Substituted Timberlands” shall mean lands located within 245 mile radius of Buyer’s mill at
Spring Grove, Pennsylvania, from which the Seller may make available to Buyer to supply portions of
the annual volumes Seller agrees to sell and the Buyer agrees to purchase under this Agreement.



 









 





     “Term” shall mean the term of this Stumpage Supply Agreement as provided in Article VIII.



     “Timber” is any and all merchantable pine pulpwood and hardwood pulpwood timber which meets
the specifications set out on Exhibit D hereof, standing or growing on the Timberlands or
Substituted Timberlands which are subject to this Agreement.



     “Timberlands” are the property described in Exhibit A hereto.



RIGHTS AND OBLIGATIONS




     Agreement. Seller hereby agrees to supply Buyer with Timber of the types and at such
volumes that are sufficient for Buyer to perform its obligations under this Agreement for the
purchase and removal of the volumes of Timber designated on Exhibit B attached hereto (the
“Annual Timber Volumes”). Buyer agrees to sever and remove and pay Seller for such Timber at the
stumpage price determined under Section 3.6 hereof. Buyer shall, during the Term, cut, remove and
purchase hereunder Timber of the types and at such volumes as are set forth on Exhibit B,
so long as this Agreement is in effect.



     Annual Timber Values and Substituted Timber. During the process of establishing the
Annual Plan as provided in Section 4.1, the Seller may give written notice to the Buyer that it
intends to provide Buyer with Substituted Timber in an amount not to exceed twenty five (25)
percent of the Annual Timber Volumes as provided in Exhibit B without the approval of the Buyer,
which approval will not be unreasonably withheld or delayed. If the Seller fails or is unable to
provide to the Buyer the Annual Timber Volumes during any year prior to the end of the year, Seller
will pay to Buyer, as liquidated damages, and not as a penalty, an amount which represents the
percentage of the value of the portion of the Annual Timber Volumes that Seller failed to provide
as follows:



     Years 1-10 35% of the timber value not supplied;



The parties agree that the foregoing reasonably represents the Buyer’s damages which will arise
from the Seller’s failure to provide the Annual Timber Volume. The timber value to be used in
computing the amount of the above payment will be based upon the value of the Timber in effect
during the last six (6) months of the year in which the Annual Timber Volume was not provided.



     Risk of Loss. Seller retains all risk of loss, damage, or injury (a “Loss”) to the
Timber by a Force Majeure Event or other casualty not caused by the negligence or willful acts of
Buyer, its agents, employees or contractors, until Buyer severs the Timber



 









 







from the Timberlands or Substituted Timberlands. In the event of such Loss, the Annual Timber
Volume shall be reduced by the volume of the Loss. The volume of such Loss will be deducted from
the volume due under the Agreement prorated over the remaining term of the Agreement.



     Title. Seller represents and warrants to Buyer that it is the sole owner of the
Timber. Upon severance and removal from the Timberlands or Substituted Timberlands of any portion
of the Timber, title to and ownership of such Timber shall pass to Buyer free and clear of all
liens and encumbrances.



     Scaling. Buyer shall pay for Other Timber produced and transported to designated
markets and Seller shall receive payment for Other Timber produced and delivered to designated
markets as measured by the scale rule at the mill to which the Buyer ships the logs. Scale slips
showing individual log volumes for each truckload for all products must be dated and summarized in
a scale or weight summary in a form agreed to by Buyer and Seller. Seller may stop logging
operations if proper scale slips and summary are unreasonably delayed.



     Stumpage Price. Exhibit C lists the stumpage prices for each products/species
for a period of six (6) months from the date of this Agreement. Thereafter, the parties will
negotiate in good faith a new stumpage price schedule no less frequently than semi-annually during
the remaining Term of this Agreement. If the parties are unable to agree on a stumpage price
schedule for any semi-annual period, then the stumpage prices for such six (6) month period shall
be set by the process set forth in Section 9.1. Prior to resolution of the stumpage price schedule
for any such period, Buyer shall pay the stumpage prices in effect for the immediately preceding
period, and upon resolution of the stumpage price schedule, Buyer shall pay Seller any additional
amounts due or Seller shall refund to Buyer any excess amounts paid in accordance with the final
stumpage price schedule.



     Method of Payment. Buyer agrees to pay the Seller based on Buyer’s normal payment
schedule, which shall provide for payment no less frequently than bi-weekly (every two weeks), for
all materials removed during the prior two week period and Buyer shall furnish the Seller with each
payment a statement of actual scaled volume removed and payment calculations. All check or other
moneys will be made out to the order of the Seller.



 









 





ANNUAL PLAN; HARVESTING PLAN




     Planned Harvest Per Year.



          On or before October 1 of a Contract Year the Buyer shall propose to the Seller, in writing,
a Harvest Plan for the following Contract Year. The parties, shall each use their
respective best efforts to agree upon and complete, not later than November 1 of each Calendar Year
during the Term, a written Harvest Plan with respect to the location and quantity of the Timber to
be made available for purchase by the Buyer during the next Contract Year (known as the “Annual
Plan”). The Annual Plan shall, among other things, set forth the Designated Parcels for the ensuing
Calendar Year. In the event the Designated Parcels for any Contract Year do not contain sufficient
volumes of Timber to supply the Annual Timber Volume for such Contract Year, Buyer shall promptly
notify Seller and Seller, after consulting with Buyer, in good faith, shall make a reasonable
effort to provide Buyer with additional Timber necessary to meet the Annual Timber Volume. If the
Seller fails to provide sufficient additional Timber to meet the Annual Timber Volume, Seller shall
pay Buyer in accordance with Section 3.2 for the Timber not supplied.




          Following adoption of each Annual Plan, the parties shall each use their respective reasonable
best efforts to implement such Annual Plan in accordance with its terms.




          In the event of fire, blowdown, insect infestation or similar casualty, Buyer and Seller shall
agree upon appropriate salvage operations and the Annual Plan may be amended to take such event
into account in the harvest of the Annual Timber Volume. Notwithstanding the foregoing, any timber
harvested in connection with a salvage operation that has been damaged by fire shall not be
included in the calculation of the Annual Timber Volume of Pine Pulpwood actually made available by
Seller to Buyer in any given Contract Year.




          Any disputes regarding the Annual Plan shall be resolved by the process set forth in Section
9.1 hereof.




     Seller’s Responsibilities. Notwithstanding Buyer’s responsibilities for harvest
operations, Seller shall be responsible for all routine administrative duties relating to the
management of the Timberlands. Seller will mark the boundary lines and all sale boundary lines on
all Designated Parcels where the boundary lines are not already marked, and Buyer requests the
Seller to mark such unmarked boundary lines. If applicable, Seller shall undertake reforestation
work and other actions necessary to comply with state requirements regarding reforestation.



     Guidelines for Timber to be Harvested. Timber Stands 26 years of age and older will
be clear cut with an emphasis on harvesting stands during the first five (5) years of this
Agreement. Pine Plantations under 26 years of age will be thinned.



 









 





     Standards for Thinnings. Plantations 25 years and younger will be thinned to a 70
Basal Area with the most superior trees remaining for further growth.



     Harvesting of Pine Timber Not Included Within Pine Pulpwood or Hardwood Pulpwood. In
addition to the Timber to be supplied to the Buyer, the logging contractors hauling the Timber to
Buyer will also cut and haul the Other Timber to other timber buyers designated by Seller. Seller
will be responsible for selling the Other Timber at a delivered price to its third party buyers.
Buyer and Seller shall negotiate the price to be paid to the Buyer for each individual tract based
on the then current prevailing rates for cut/skid/haul and the distance to markets for the Other
Timber products being harvested from individual tracts. If the parties cannot agree on the price to
be paid, the price shall be set through the process set forth in Section 9.1 hereof.



LOGGING OPERATIONS




     Cutting.



          Buyer agrees to pay Seller for trees that are not designated for removal that are cut or
injured through carelessness at the rate of two times the stumpage price for similar trees which
were designated for removal.




          All trees severed from the stump and containing merchantable material shall be removed and
paid for in a timely fashion so as not to diminish the quality and value of the products. Trees
severed and not removed shall be paid for at the stated contract rates.




          All trees shall be sawed or cut down as near the ground as swell of roots and defects will
permit.




     Logging.



          All logging operations shall comply with state riparian and water quality laws and regulations
and be guided by Best Management Practices for the State of Virginia.




          Reasonable care shall be taken to assure that pulpwood is produced only from material that is
too poor in quality to be used for saw logs, tie logs or pallet logs.




          Upon completion of logging operations, limbs and bark remaining on landings and yards should
be uniformly scattered over the landings, yards, and skid trails unless otherwise designated by
Seller.




          All Timber shall be cut and removed from each unit as it is cut.




 









 








          Buyer agrees to assume all liability for and to repair damage caused by logging to ditches,
fences, stonewalls, wells, power lines, bridges, roads, trails, or their improvements damaged
beyond normal wear and tear.




          Trees damaged, root spring, or hang ups during cutting and logging, whether merchantable or
unmerchantable, shall be felled and utilized where reasonably appropriate.




          Felling of trees and other work pertaining to this operation shall be confined to the sale
area and shall be done with due care to preserve the remaining growth from waste or damage.




          Unnecessary logging damage shall be cause for stopping logging operations after notice to
Buyer and the expiration of a reasonable opportunity to cure.




          The Buyer shall be required to water bar skid trails as reasonably required to prevent erosion
upon completion of the operations and to comply with the applicable Best Management Practices.




     Hauling.



          Location of access roads, major skid trails, stream crossings, and log landing or yards shall
be recommended by Buyer and reviewed with Seller before use.




          Seller shall, at its sole cost and expense, build such commercially reasonable, temporary
roads and skid trails upon the Substituted Timberlands as may be reasonably necessary to conduct
Buyer’s harvest activities to provide commercially reasonable access to the Substituted
Timberlands.




          Buyer agrees to cease harvesting and hauling operations at the direction of Seller should the
ground conditions deteriorate.




     Ingress and Egress. Seller agrees to permit Buyer access to the Timberlands and
Substituted Timberlands for the purpose of cutting, yarding and removal of the Timber.



     Statutory Requirements:



          A copy of all permits, contracts, and certificates obtained or entered into by parties to this
contract shall be provided in a timely manner to Seller.




          Buyer agrees to comply with all Federal, State and local laws or regulations in the
performance of this operation. Buyer agrees to indemnify and hold harmless Seller from any and all
claims or demands which may be made against Seller by reason of Buyer’s operations or violations by
Buyer of any laws or regulations governing





 









 







harvesting or hauling operations, including reasonable attorneys’ fees and expenses of
litigation.




          Seller shall pay all ad valorem taxes levied against the Timberlands and Substituted
Timberlands. Buyer shall pay any severance, sales, or other taxes levied by reason of Buyer’s
harvest and removal or sale of the Timber.




          Buyer shall be responsible for obtaining and maintaining, at Buyer’s sole cost and expense,
all governmental permits and approvals required to harvest the Timber. Seller agrees to reasonably
cooperate with Buyer in its efforts to obtain such permits and approvals, if any.




     Notice of Operations. Buyer will notify Seller fifteen (15) days before starting to
operate any portion of the Timberlands. Should operations cease for more than fifteen (15) days
during the period of this Agreement, Buyer will notify Seller fifteen (15) days before returning to
operate any portion of the Timberlands.



COVENANTS AND AGREEMENTS OF SELLER




     Authority. Seller covenants and agrees that Seller is seized of fee simple title to
the Timberlands as of the date of this Agreement and has the right to grant and convey the right to
harvest the Timber. Seller further covenants and agrees that it will own any Substituted Timber
located on any Substituted Timberlands that Seller proposes to substitute in accordance with
Section 3.2 hereof. Seller represents and warrants to Buyer that Seller has all necessary power and
authority and has taken all action necessary to enter into this Agreement and perform its
obligations hereunder. This Agreement has been duly executed and delivered by Seller and is a
legal, valid and binding obligation of Seller, enforceable in accordance with its terms.



     Hold Harmless. Seller will indemnify and save harmless Buyer from any and all claims
and actions covering loss costs, expenses (including reasonable attorney fees, costs and expenses),
and damages of every kind and description which may be brought or made against Buyer on account of
or in any manner arising out of any claim of title to the Timberlands, Timber Substituted
Timberlands or Substituted Timber and any intentional acts or gross negligence by the Seller. This
obligation shall survive the termination or expiration of this Agreement.



 









 





     Additional Agreements of Seller. Seller covenants and agrees that this Supply
Agreement shall take priority over recreational uses on the land, such that Buyers’ rights
hereunder shall not be impeded by third parties. Seller shall use commercially reasonable efforts
to minimize any material and adverse interference with Buyer’s rights hereunder.



COVENANTS AND AGREEMENTS OF BUYER




     Hold Harmless and Insurance. Buyer will indemnify and save harmless Seller from any
and all claims and actions covering loss costs, expenses (including reasonable attorney fees, costs
and expenses), and damages of every kind and description which may be brought or made against
Seller on account of or in any manner arising out of the work being done under this Agreement or
arising as a result of Buyer’s breach of this Agreement or the negligent acts or omissions of
Buyer, its employees, agents or contractors contractor(s), or subcontractor(s). This obligation
shall survive the termination or expiration of this Agreement. At all times during the term of this
Agreement or until all work required by this Agreement is completed:




          (i) Buyer shall maintain in effect commercial general liability insurance covering
its harvesting activities. The limit of liability shall be at least $1,000,000 per
occurrence and may be provided, in part, by umbrella or excess liability policies.




          (ii) Buyer shall cause its contractors to maintain in effect commercial general
liability insurance having a limit of liability of at least $300,000/$500,000, statutory
workers’ compensation insurance coverage, and motor vehicle liability insurance covering
all vehicles used in operations under this Agreement, or used upon or in connection with
the harvest of timber on or from Seller’s land having a limit of liability of at least
$300,000 per occurrence intrastate and $750,000 per occurrence interstate.




          (iii) Buyer shall maintain workers compensation insurance meeting statutory
requirements for all Buyer’s employees, and shall require Buyer’s contractors and
subcontractors to have workers compensation insurance involved in any operation
hereunder.




          (iv) Seller shall become an additional insured as its interest may attach (ATIMA) to
the foregoing general liability and automobile liability policies.


All policies of insurance shall be placed with financially sound, commercial insurers reasonably
acceptable to Seller. All policies of insurance shall provide that Seller shall be given thirty
(30) days’ prior notice of cancellation of coverage. Buyer shall on or prior to the date of this
Agreement, and prior to each policy renewal, furnish to Seller certificates





 









 







of insurance or other evidence reasonably satisfactory to Seller that insurance complying with all
of the above requirements is in effect.




     Audits. The Seller shall have the right to conduct an annual audit of the books,
records and operations of Buyer relating to the matters contemplated by this Agreement to ensure
that the performance of the Agreement is consistent with its terms and applicable federal and state
law. Buyer agrees to permit Seller to review the scaling and scale recording process from time to
time as the Seller desires and to perform such checks and audits thereof commensurate with
recognized and established practices. If the Seller elects to check or audit the Buyer’s books,
records or operations it shall deliver a notice of its intent to the Buyer in writing, however if
such notice is not delivered prior to June 30 of the year following the close of the Contract Year,
the Seller shall not have any further right to check or audit the Buyer’s books, records or
operations for such Contract Year. In case of disagreement as to scale, Seller and Buyer shall
attempt to resolve said disagreement among themselves; provided, however, in the event they are
unable to do so, said disagreement shall be resolved by the process provided in Section 9.1.



TERM; TERMINATION




     Term. This Agreement shall continue in full force and effect from the date hereof
until _________, 2017, unless terminated earlier in accordance with section 8.2. All rights
granted under this Agreement revert to Seller upon termination of this Agreement, whether such
termination results from the full performance of this Agreement, is so declared by Seller on
account of breach on the part of the Buyer, or is a result of any other termination options
available to Seller. All obligations created by this Agreement up to the time of termination shall
survive such termination.



     Termination. This Agreement may be terminated in the following manner:



          at any time by the mutual written agreement of the parties; or




          by either party upon six (6) months notice given to the other party in which event this
Agreement shall terminate at the end of such six (6) month notice period, provided, if the
Agreement is terminated by Seller under this subsection before
_________ 20___, the Seller shall pay to
the Buyer in a lump sum, by wire transfer of immediately available funds an amount equal to the
percentage set forth in Section 3.2 hereof of the timber value of the Annual Timber Volume
remaining after the termination of this Agreement. Upon termination by the Seller under this
subsection, the parties will negotiate and agree on the value of the Annual Timber Volumes for the
remaining term of this Agreement, and if the parties are unable to agree on such value, then the
value shall be determined in accordance with the process set forth in Section 9.1. Upon




 









 







termination pursuant to this subsection, neither party shall have any further rights or
obligations under this Agreement except for those obligations which, by their terms survive the
expiration or termination of this Agreement.




     Damages. In no event shall Seller be liable to Buyer for any consequential,
incidental, indirect or special damages arising out of this Agreement or any breach thereof,
including but not limited to loss of use, lost profits or revenue, whether or not such loss or
damage is based on contract, warranty, negligence or otherwise.



DISPUTE RESOLUTION




     Arbitration. The parties agree that resolution of disputes under this Section 9.1
shall be the parties’ sole and exclusive remedy in the case of any Dispute arising out of or under
Sections 3.6, 4.5, 7.2 and 8.2 of this Agreement; the parties explicitly agree to forego their
right to sue in any court of competent jurisdiction and waive the right to trial by jury in
connection with the resolution of disputes in such Sections. In case of any Dispute in connection
with the Sections listed, the parties agree to meet and shall endeavor, in good faith, to resolve
such Dispute between themselves. If the parties are unable to resolve the Dispute within 14 days
following the date on which the Dispute arose (the “Negotiation Period”), Seller and Buyer will
each appoint an independent forestry consultant, each of which may be a consultant previously
engaged by the appointing party with respect to the Timberlands. Such two consultants will in turn
select a third independent forestry consultant to act with them in panel to determine the
appropriate resolution of any dispute covered under this Section. The panel of consultants must
reach a binding decision within thirty (30) days following the selection of the third consultant.
If the panel is not able to reach an unanimous decision within the thirty (30) day period, the
decision of the two consultants which are numerically closest shall be averaged to reach a
decision. The decision of the panel of consultants as to the dispute resolution will be final.
Seller and Buyer will each bear the cost of its respective consultant and one-half of the cost of
the third consultant.



MISCELLANEOUS




     Entire Agreement. This Agreement (including the Exhibits attached hereto or referred
to herein and the Quarterly Cutting Schedules) constitutes the entire agreement among the parties
with respect to the subject matter hereof and supersedes any prior understandings, agreements, or
representations by or among the parties, written or oral, to the extent they related in any way to
the subject matter hereof.



     Designation
of Manager. Seller has designated _________ (the
“Manager”) to act for Seller in the administration of this Agreement, and Buyer shall



 









 







accept directions from Manager as though they had come from Seller. The parties acknowledge
that the Manager’s rights and status under this Agreement arise solely as a result of being the
Manager for Seller, and not under any separate contract or other relationship with Buyer. The
Seller may replace ___ as Manager by giving notice of said replacement
to the Buyer.



     Succession and Assignment. Buyer may not assign this Agreement in whole or in part
without the written consent of Seller, which consent may be denied or withheld in the sole
discretion of Seller.



     Relationship. The only relationship between Seller and Buyer shall be that of vendor
and buyer of the Timber to be cut and removed from the Timberlands or Substituted Timberlands of
Seller, and Buyer shall not in any respect be deemed to be or represent itself to be a partner,
joint venturer, or agent of Seller.



     Counterparts. This Agreement may be executed in any number of counterparts, and by any
party on separate counterparts, each of which as so executed and delivered shall be deemed an
original, but all of which together shall constitute one and the same instrument, and it shall not
be necessary in making proof of this Agreement as to any parry hereto to produce or account for
more than one such counterpart executed and delivered by such party.



     Headings. The Article and Section headings contained in this Agreement are inserted
for convenience only and shall not affect in any way the meaning or interpretation of this
Agreement.



     Notices. All notices, certificates, requests, demands, claims, and other
communications hereunder shall be given in writing and shall be delivered personally (including by
personal courier or delivery service) or sent by facsimile or telegram or by registered or
certified mail (return receipt requested), postage prepaid, to the parties at the following address
(or at such other addresses as shall be specified by like notice):



	 	 	 
	If to Buyer:
	 	Glatfelter Pulp Wood Company
	 
	 	Attn: Thomas V. Bosley, VP & General Manager
	 
	 	228 South Main
	 
	 	Spring Grove, PA 17362
	 
	 	(717) 225-4711 ext 2577 (telephone)
	 
	 	(717) 225-2872 (facsimile)
	 
	 	tbosley@glatfelter.com






 









 






	 	 	 
	If to Seller:
	 	Glawson Investments Corp.
	 
	 	Attn: W.C. Glawson, Jr.
	 
	 	225 River North Boulevard
	 
	 	Macon, GA 31211
	 
	 	(478) 746-6661 (telephone)
	 
	 	(478) 746-5528 (facsimile)
	 
	 	glawsonoffice@aol.com






     Any notice given personally or by mail or telegram shall be effective when received. Any
notice given by facsimile shall be effective when the appropriate facsimile answer back is
received, with a confirmation copy to be sent by a nationally recognized overnight delivery service
with early next day delivery specified.



     Governing Law. The laws of the state of Virginia will govern all matters related to
this Agreement, without regard to the principles of conflict of laws.



     Amendments and Waivers. No amendment of any provision of this Agreement will be valid
unless the same shall be in writing, designated in its heading as an amendment to this Agreement
and signed by both the Seller and the Buyer. This Agreement may not be amended by course of
dealing. Either parry hereto may, by notice to the other party, waive any provision of this
Agreement. No waiver by any party of any default, misrepresentation, or breach of warranty or
covenant hereunder, whether intentional or not, will 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 prior or subsequent such occurrence.



     Severability. The provisions of this Agreement shall be deemed severable and any term
or provision of this Agreement that is invalid or unenforceable in any situation in any
jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions
hereof. If any provision of this Agreement or the application thereof to any person or entity or
any circumstance, is invalid or unenforceable, (i) a suitable provision shall be substituted there
for in order to carry out, so far as may be valid and enforceable, the intent and purpose of such
invalid or unenforceable provision, and (ii) the remainder of this Agreement and the application of
such provision to other persons, entities or circumstances shall not be affected by such invalidity
or unenforceability, nor shall such invalidity or unenforceability affect the validity or
enforceability of such provision, or the application thereof, in any other jurisdiction.



     No Third Party Beneficiary. This Agreement is intended for the exclusive benefit of
the Buyer and Seller and their permitted successors and assigns, and nothing herein is intended to
confer on any other party any right or remedy, whether as a third party beneficiary or otherwise.



 









 





     Joint and Several Liability. Glawson Investments Corp. and Timber LLC, named as and
defined as Sellers in the preamble to this Agreement, are jointly and severally liable for the
obligations of the Seller hereunder.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]




 









 





     IN WITNESS WHEREOF, Seller and Buyer have each caused this Stumpage Supply Agreement to be
executed by their duly authorized officers, each as of the date first above written.



	 	 	 	 	 	 	 
	“SELLER”	 	“BUYER”
	 
	 	 	 	 	 	 
	GLAWSON INVESTMENTS CORP.	 	GLATFELTER PULP WOOD COMPANY
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	W.C. Glawson, Jr., President
	 	 	 	Thomas V. Bosley, Vice President

and General Manager
	 
	 	 	 	 	 	 
	“SELLER”	 	 	 	 
	 
	 	 	 	 	 	 
	TIMBER LLC	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 





 









 





EXHIBIT A

DESCRIPTION OF TIMBERLANDS




 









 








Exhibit P




EXHIBIT
B

ANNUAL TIMBER VOLUMES




	 	 	 
	Years 1
— 5
	 	73,860 tons annually
	 
	 	 
	Years 6
— 10
	 	55,755 tons annually