exv10w1






Exhibit 10.1




PURCHASE AND SALE AGREEMENT

No. 510-2.11-0070




          THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of July 6, 2011 (the “Effective
Date”), by and among FORESTAR (USA) REAL ESTATE GROUP INC., a Delaware corporation (“Seller”), PLUM
CREEK TIMBERLANDS, L.P., a Delaware limited partnership (“Purchaser”; each of Purchaser and Seller
being a “Party” and, collectively, the “Parties”), and FIRST AMERICAN TITLE INSURANCE COMPANY
(“Escrow Agent”).




STATEMENT OF BACKGROUND




          A. Seller is the owner of certain real property located in Cherokee, Cleburne and Randolph
Counties, Alabama; and Banks, Carroll, Chattooga, Coweta, Elbert, Floyd, Franklin, Gordon, Hall,
Haralson, Hart, Heard, Madison, Murray, Polk, Stephens, Troup and Walker Counties, Georgia; and




          B. Purchaser desires to acquire, and Seller desires to sell, such real property, all in
accordance with the terms of, and subject to the conditions set forth in, this Agreement.




STATEMENT OF AGREEMENT




          NOW, THEREFORE, in consideration of $10.00 in hand paid by Purchaser to Seller, the foregoing,
their respective representations, warranties, covenants and agreements set forth in this Agreement,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties (and Escrow Agent, to the extent applicable), intending to be legally
bound, hereby agree as follows:




     1. Agreement of Purchase and Sale. Subject to the provisions of this Agreement, and for the
consideration herein stated, Seller agrees to sell the Property (as hereinafter defined) to
Purchaser and Purchaser agrees to buy the same from Seller. As used herein, the “Property” shall
include all of Seller’s right, title and interest in and to the assets described in subsections (a)
and (b) of this Section 1, subject to the Permitted Encumbrances (as hereinafter defined), but
shall exclude the Reserved Mineral Interests and Rights (as hereinafter defined).



               (a) Those certain tracts or parcels of land located in Cherokee, Cleburne and Randolph
Counties, Alabama; and Banks, Carroll, Chattooga, Coweta, Elbert, Floyd, Franklin, Gordon, Hall,
Haralson, Hart, Heard, Madison, Murray, Polk, Stephens, Troup and Walker Counties, Georgia,
containing approximately 50,071 acres, which tracts or parcels are more fully described on Exhibit
A and attached hereto, together with all buildings, structures, and other improvements located
thereon, all tenements, hereditaments, easements, appurtenances and privileges thereto belonging,
and all timber growing, standing or lying thereon (collectively, the “Timberlands”), but subject to
and excluding the Reserved Mineral Interests and Rights, as defined in Section 10; and



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               (b) Seller’s rights in those certain agreements described on Exhibit B attached hereto (the
“Contracts”) to the extent such Contracts affect the Timberlands.



     2. Purchase Price. The purchase price (the “Purchase Price”) to be paid by Purchaser for the
Property shall be SEVENTY-FIVE MILLION ONE HUNDRED SIX THOUSAND FIVE HUNDRED and No/100 Dollars
($75,106,500.00), subject to adjustment as set forth in this Agreement, and shall be payable to
Seller by wire transfer of immediately available funds at the Closing to an account designated by
Seller.



     3. Earnest Money. Within one (1) business day after the Effective Date, Purchaser shall
deliver to Escrow Agent the sum of THREE MILLION SEVEN HUNDRED FIFTY-FIVE THOUSAND THREE HUNDRED
TWENTY-FIVE and No/100 Dollars ($3,755,325.00) (such sum together with all interest earned thereon
being the “Earnest Money”). Escrow Agent agrees to hold the Earnest Money in an interest-bearing
account and disburse the Earnest Money in accordance with the terms hereof. At the Closing, the
Earnest Money shall be applied as a credit against the Purchase Price, provided that, if Purchaser
has paid the Purchase Price in full at the Closing together with all other expenses to be paid by
Purchaser, the Earnest Money shall be returned to Purchaser concurrently with the Closing at
Purchaser’s direction.



     4. Closing.



               (a) The execution and delivery of the documents and instruments for the consummation of the
purchase and sale pursuant hereto (the “Closing”) shall take place on July 28, 2011 (the “Closing
Date”), through the escrow services of Escrow Agent, or such earlier date and time, or such other
location, as may be mutually agreeable to Seller and Purchaser. The Closing Date is subject to
extension only as specifically provided in this Agreement.



               (b) At the Closing, Seller shall deliver the following items:




               (i) one executed special warranty deed in the form of Exhibit C attached hereto with
respect to each county in Alabama in which the Property is located (the “Alabama Deeds”),
and one executed limited warranty deed in the form of Exhibit D attached hereto with respect
to each county in Georgia in which the Property is located (the “Georgia Deeds” and,
together with the Alabama Deeds, the “Deeds”), conveying the Property to Purchaser, subject
only to the Permitted Encumbrances (as defined below), and each containing the legal
description of the portion of the Property located in such county identical to the legal
description of such portion of the Property in such county set forth in the applicable Title
Commitments (as defined below), subject to the title objection procedures set forth in
Section 5;



               (ii)
an executed counterpart of an assignment and assumption agreement in the form of
Exhibit E attached hereto, by which Seller shall assign its interest in, and Purchaser shall
assume Seller’s obligations under, the Contracts, but only to the extent the Contracts
affect the Property (the “Assignment of Contracts”); provided, however, that the Timber Sale
and Purchase Agreement dated December 1, 2007 by and



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between TIN, Inc. and Seller, and the Timber Rights Contract (2011) dated January 20,
2011 by and between TIN, Inc. and Seller, as amended, referenced on Exhibit “I” shall be
assigned by a “Partial Assignment and Assumption of Timber Agreements” in the form attached
hereto as Exhibit E-1, and Seller shall deliver an executed counterpart thereof at Closing;




               (iii) an executed affidavit as to the non-foreign status of Seller;




               (iv) an executed affidavit as to Seller’s residency for each of Alabama and Georgia;




               (v) an executed counterpart of a closing statement in form mutually agreeable to Seller
and Purchaser in their reasonable discretion (the “Closing Statement”);




               (vi) a reliance letter in favor of Purchaser and executed by SLR International Corp.
with respect to the Phase I Report (as defined below);




               (vii) an executed counterpart of the Mitigation Option Agreement (as defined below);
and




               (viii) such other certificates, affidavits, evidence of authority and instruments as
may be reasonably necessary or desirable to consummate the purchase and sale contemplated
hereby and to enable Purchaser to obtain a title insurance policy insuring title to the
Property, subject to the Permitted Encumbrances.



               (c) At the Closing, Purchaser shall deliver the following items:




               (i) the Purchase Price;




               (ii) an executed counterpart of the Assignment of Contracts and the Partial Assignment
and Assumption of Timber Agreements;




               (iii) an executed counterpart of the Closing Statement;




               (iv) an executed counterpart of the Mitigation Option Agreement; and




               (v) such other certificates, affidavits, evidence of authority and instruments as may
be reasonably necessary or desirable to consummate the purchase and sale contemplated hereby
and to enable Purchaser to obtain a title insurance policy insuring Purchaser’s title to the
Property, subject to the Permitted Encumbrances.



     5. Title.



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               (a) Seller agrees to convey to Purchaser fee simple title to the Property by the Deeds, free
and clear of all liens, encumbrances, assessments, agreements, options and covenants, except for
the encumbrances set forth on Exhibit F attached hereto (the “Permitted Encumbrances”).



               (b) Purchaser acknowledges that, prior to the Effective Date, Purchaser has received from
First American Title Insurance Company (the “Title Company”) commitments to insure Purchaser’s
title to the Property upon the Closing, together with copies of all documents, instruments, surveys
and plats as referenced in the commitments (each a “Title Commitment” and, collectively, the “Title
Commitments”), which Title Commitments are more particularly identified on Exhibit G attached
hereto. Purchaser shall have until July 11, 2011 (the “Title Objection Period”), to deliver to
Seller written notice of any objection to matters reflected in the Title Commitments, other than
the Permitted Encumbrances (each, a “Title Objection” and collectively, the “Title Objections”).
Failure of Purchaser to deliver Title Objections within such time period shall be deemed a waiver
by Purchaser of its right to make such Title Objections. A Title Commitment shall be deemed to
have been made available to, and received by, Purchaser when it is posted to the online data
repository established and maintained by the Title Company for such purpose, provided that Seller
or the Title Company provides notice to Purchaser of such posting by email at the email address set
forth in Section 22.



               (c) Upon receipt of the Title Objections, Seller may elect (but shall not be obligated) to
cure or cause to be cured any such Title Objection, and Seller shall notify Purchaser in writing
whether Seller elects to cure the same by the date that is ten (10) days after receipt of such
Title Objections (“Seller’s Response Period”). Failure of Seller to respond in writing within
Seller’s Response Period shall be deemed an election by Seller not to cure such Title Objections.
Any Title Objection shall be deemed to be cured if (i) Seller causes the Title Company to commit to
issue a title insurance policy to Purchaser for the affected Property affirmatively insuring over,
or not raising as an exception to the title policy, such Title Objection, or (ii) Seller deletes
the affected Property and substitutes additional property for the affected Property in accordance
with Section 7. Notwithstanding the foregoing, Seller shall be obligated to cure, on or before the
Closing Date, all liens, mortgages or financing statements encumbering the Property and securing a
monetary obligation which was created or suffered by Seller or any party claiming by, through or
under Seller (other than liens for non-delinquent real estate taxes or assessments) (each, a
“Monetary Lien”), provided that Seller shall not be obligated to remove any Monetary Lien
encumbering the Reserved Mineral Interests and Rights.



               (d) If Seller does not elect to cure a Title Objection by written notice to Purchaser within
Seller’s Response Period, then Purchaser must elect by delivering written notice to Seller either
(i) to waive such Title Objection and proceed to the Closing, accepting title to those portions of
the Property that are subject to such uncured Title Objection (which Title Objection shall become a
Permitted Encumbrance) without adjustment to the Purchase Price; (ii) to exclude from the Property
those portions of the Property that are subject to such uncured Title Objection (a “Title Objection
Carveout”) in which event the Purchase Price shall be reduced by the value of the Title Objection
Carveout, as determined by reference to a value table to be agreed upon by the parties in their
reasonable discretion (the “Value Table”) (provided that any



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disputes regarding the Value Table or the value of any Title Objection Carveout shall be
resolved in accordance with Section 32); or (iii) if the aggregate acreage of all Title Objection
Carveouts exceeds twenty percent (20%) of the acreage of the Timberlands, to terminate this
Agreement, whereupon Escrow Agent will return the Earnest Money to Purchaser, and the Parties will
have no further rights or obligations hereunder (except as otherwise expressly provided herein).
Failure of Purchaser to deliver to Seller such written notice within five (5) days following
Seller’s response (or following the expiration of Seller’s Response Period if Seller delivers no
such response) shall be deemed an election of clause (i). Notwithstanding the foregoing, each
Title Objection Carveout shall contain at least 100 acres (or, to the extent the contiguous portion
of the Property affected by such Title Objection is less than 100 acres, the Title Objection
Carveout shall be the entire such contiguous affected portion of the Property) and shall be an
economically feasible and marketable parcel, and Seller shall have the right to reserve reasonable
access to such Title Objection Carveout, if such Title Objection Carveout does not otherwise have
legal and practical access.




               (e) In the event any title matter, other than a Permitted Encumbrance, first arises or is
first disclosed to Purchaser after the expiration of the Title Objection Period which was not
reflected on the Title Commitments, then the following provisions will apply:




               (i) Purchaser shall notify Seller of such matter in writing within two (2) business
days of Purchaser’s discovery of such matter (each, a “Title Objection”), and failure by
Purchaser to deliver such notice within such time period shall be deemed a waiver of any
objection right with respect to such matter, which shall become a Permitted Encumbrance.




               (ii) If such Title Objection is a Monetary Lien, or if such Title Objection arose
solely by reason of an act or omission of Seller in breach of Seller’s obligations under
this Agreement, Seller shall be obligated to cure such Title Objection on or before the
Closing Date.




               (iii) If such Title Objection is not described in Section 5(e)(ii), and Seller does not
elect to cure such matter by written notice to Purchaser within three (3) business days
following Seller’s receipt of Purchaser’s notice under Section 5(e)(i) (“Seller’s
Supplemental Response Period”), then Purchaser must elect by delivering written notice to
Seller either (i) to waive such Title Objection and proceed to the Closing, accepting title
to those portions of the Property that are subject to such uncured Title Objection (which
Title Objection shall become a Permitted Encumbrance) without adjustment to the Purchase
Price; (ii) to exclude from the Property those portions of the Property that are subject to
such uncured Title Objection, which excluded portion shall be a Title Objection Carveout, in
which event the Purchase Price shall be reduced by the value of the Title Objection
Carveout, as determined by reference to the Value Table (provided that any disputes
regarding the value of any Title Objection Carveout shall be resolved in accordance with
Section 32); or (iii) if the aggregate acreage of all Title Objection Carveouts exceeds
twenty percent (20%) of the acreage of the Timberlands, to terminate this Agreement,
whereupon Escrow Agent will return the Earnest Money to



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Purchaser, and the Parties will have no further rights or obligations hereunder (except
as otherwise expressly provided herein). Failure of Purchaser to deliver to Seller such
written notice within three (3) days following Seller’s response (or following the
expiration of Seller’s Supplemental Response Period if Seller delivers no such response)
shall be deemed an election of clause (i). Notwithstanding the foregoing, each Title
Objection Carveout shall contain at least 100 acres (or, to the extent the contiguous
portion of the Property affected by such Title Objection is less than 100 acres, the Title
Objection Carveout shall be the entire such contiguous affected portion of the Property) and
shall be an economically feasible and marketable parcel, and Seller shall have the right to
reserve reasonable access to such Title Objection Carveout, if such Title Objection Carveout
does not otherwise have legal access.



               (f) So long as this Agreement remains in force, Seller shall not, without the prior written
consent of Purchaser, which consent may be withheld in Purchaser’s sole discretion, (i) lease,
encumber or convey all or part of the Property or any interest therein (provided, however, that
Purchaser acknowledges the existence of the Timber Cutting Agreements and the Contracts), or (ii)
enter into any agreement granting to any person any right with respect to the Property or any
portion thereof; provided, however, Seller shall have the right, in the ordinary course of business
and without Purchaser’s consent, (1) to enter into license agreements that are terminable without
cause on or before the Closing, and (2) to renew the Contracts or to enter into new recreational
leases substantially in the form of the existing Contracts, provided that any such renewal or new
recreational lease (A) shall be for a term of not more than twelve (12) months, and (B) shall be
terminable by the lessor thereunder upon no more than sixty (60) days prior notice.



     6. Inspection.



               (a) Purchaser and its agents, representatives, employees, engineers and contractors shall have
the right during the term of this Agreement to enter upon the Property to inspect, examine, survey
and make test borings, soil bearing tests, timber cruises, soil percolation tests and other
engineering tests or surveys which it may deem necessary or advisable and to verify the accuracy of
all data and information, if any, provided by Seller to Purchaser in connection with the Property;
provided, however, that Purchaser shall obtain the written consent of Seller prior to conducting
any core sampling, test borings or other invasive testing. Purchaser and the contractors,
representatives and agents of Purchaser who enter upon the Property shall maintain commercial
general liability insurance, naming Seller as an additional insured, in an amount not less than
$2,000,000 and, prior to any such entry upon the Property, shall provide Seller with written
evidence of such insurance. Purchaser hereby agrees to indemnify and hold Seller harmless for any
and all cost and expense resulting from claims or damages caused by said inspections, examinations
and tests, provided that Purchaser shall not be responsible for the discovery of pre-existing
conditions on the Property. The foregoing indemnification shall survive any termination,
cancellation or expiration of this Agreement or the Closing.



               (b) Notwithstanding the inspection rights provided in Section 6(a) above, Purchaser expressly
acknowledges and agrees (i) that Purchaser has had the opportunity,



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prior to the Effective Date, to fully and carefully investigate and inspect the physical,
structural and environmental condition of the Property and the volume of timber located thereon and
to review and analyze documents and records related to the Property (except those related to
Purchaser’s title review as provided in Section 5 hereof), all laws, statutes, rules, regulations,
ordinances and orders affecting the Property, and all other materials and information affecting or
in any manner relating to the Property and the ownership, use, occupancy, management, operation and
maintenance thereof, (ii) that Purchaser has received and reviewed those certain Phase I
Environmental Site Assessments dated April 15, 2011 and June 10, 2011 (Project No.
110.00235.00030), prepared by SLR International Corporation with respect to the Property
(collectively, the “Phase I Report”), and (iii) that Purchaser is satisfied with the results of
such review, inspection and analysis. Except with respect to a breach of any of Seller’s
representations and warranties set forth in Section 14 hereof, Purchaser, on behalf of itself and
all of its officers, directors, shareholders, employees, partners, members, subsidiaries and other
affiliated or related entities, representatives, consultants and agents, and Purchaser’s and each
of the foregoing parties’ successors and assigns (collectively, the “Purchaser Parties”) hereby
expressly waives, relinquishes and releases any and all rights, remedies and claims any of
Purchaser Parties may now or hereafter have, against Seller, and all of Seller’s officers,
directors, shareholders, employees, partners, members, subsidiaries and other affiliated or related
entities, representatives, consultants and agents, and Seller’s and each of the foregoing parties’
successors and assigns (collectively, the “Seller Parties”), whether known or unknown, arising from
or related to (x) the physical condition, quality, quantity and state of repair of the Property and
the prior management and operation thereof; (y) the Property’s failure to comply with any federal,
state or local laws, regulations, ordinances or orders, including, without limitation, those
relating to health, safety, zoning, and the environment; or (z) any past, present or future
presence, alleged presence, release or alleged release of any Hazardous Substance (as hereinafter
defined) in, on, under or about, or otherwise migrating to, from, across or under, the Property.
“Hazardous Substance” means any chemical, compound, constituent, material, waste, contaminant
(including petroleum, crude oil or any fraction thereof) or other substance, defined as hazardous
or toxic, or otherwise regulated by any of the following laws and regulations promulgated
thereunder as amended from time to time prior to the Effective Date (the “Environmental Laws”):
(1) the Comprehensive Environmental Response, Compensation and Liability Act (as amended by the
Superfund Amendments and Reauthorization Act), 42 U.S.C. § 9601 et seq.; (2) the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq.; (3) the Hazardous Materials
Transportation Act, 49 U.S.C. § 1801 et seq.; (4) the Toxic Substances Control Act, 15 U.S.C. §
2601 et seq.; (5) the Clean Water Act, 33 U.S.C. § 1251 et seq.; (6) the Clean Air Act, 42 U.S.C. §
1857 et seq.; and (7) all laws of the states in which the Property is located that are based on, or
substantially similar to, the federal statutes listed in clauses (1) through (6) of this sentence.
The foregoing release shall survive any termination, cancellation or expiration of this Agreement
or the Closing.




               (c) The foregoing notwithstanding, Seller agrees that prior to Closing Seller shall cause to
be removed an 18 wheel trailer from Compartment 12193. Further, Seller agrees to cause to be
removed materials from additional sites as follows: Purchaser shall have the period to July 8,
2011 within which to notify Seller of other sites located on the Property that,



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in Purchaser’s reasonable estimation, contain materials in excess of that which is usual and
customary in promiscuous dumps that are located on rural timberland, such as large household
appliances, construction debris, and tires (the “Objectional Materials”). Purchaser shall provide
a map of the location of and a description of the Objectional Materials. Seller shall notify
Purchaser within five (5) business days of any concerns Seller has with respect to its obligation
to remove the Objectional Materials and the parties agree to negotiate in good faith to determine
which Objectional Materials, if any, Seller shall cause to be removed from the Property.




     7. Additional Timberlands.



               (a) To the extent that Seller elects to substitute additional timberlands to cure a Title
Objection under Section 5(d) or Section 5(e), Seller shall identify in its written notice of such
election (i) the timberlands owned by Seller within the same geographic region as the Property that
are to be added to the Property (the “Additional Timberlands”), (ii) the portion of the Timberlands
being deleted from the Property in connection with such substitution, and (iii) the estimated
volume of timber located on such Additional Timberlands; provided that the value of any Additional
Timberlands shall be not less than the value of the deleted Timberlands, as determined by reference
to the Value Table. The Additional Timberlands shall be deemed part of the Timberlands for all
purposes of this Agreement.



               (b) The following provisions shall apply to any Additional Timberlands:




               (i) Within thirty (30) days following delivery of such notice identifying the
Additional Timberlands, Seller shall use commercially reasonable efforts to cause the Title
Company to issue one or more Title Commitments with respect to the Additional Timberlands.
The procedures set forth in Section 5 shall otherwise apply in all respects to such Title
Commitments and Additional Timberlands.




               (ii) Within thirty (30) days following delivery of such notice identifying the
Additional Timberlands, Seller shall use commercially reasonable efforts to cause SLR
International Corporation to supplement the Phase I Report with respect to the Additional
Timberlands. If such supplement reveals the presence or likely presence on the Additional
Timberlands of any Hazardous Substance under conditions that indicates an existing release,
a past release, or a material threat of a release of any Hazardous Substance into structures
on the Additional Property or in the ground, groundwater or surface water of the Additional
Property (each, a “REC”), then Seller shall either cure such REC or identify different
Additional Timberlands to replace the Additional Timberlands affected by such REC, in which
event the procedures of this Section 7 shall apply to such new Additional Timberlands.




               (iii) Within thirty (30) days following delivery of such notice identifying the
Additional Timberlands, Purchaser shall have the right to verify the volumes and value of
the Timber located on the Additional Timberlands, determined by reference to the Value
Table. If the Parties are unable to agree upon the volumes or value



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of the Additional Timberlands within such thirty (30) day period, such dispute shall be
resolved in accordance with Section 32. If the value of the Additional Timberlands is less
than the value of the deleted Timberlands, Seller shall identify supplemental Additional
Timberlands, in which event the procedures of this Section 7 shall apply to such
supplemental Additional Timberlands.



               (c) Purchaser shall have the right to conduct due diligence with respect to the Additional
Timberlands in accordance with Section 7(b). In no case shall the Closing Date be delayed due to
the procedures set forth in Section 7(b). If the time periods for completing the procedures set
forth in Section 7(b) have not elapsed on or before the Closing Date, then Purchaser shall have the
option by delivering written notice to Seller on or before the Closing Date either (i) to waive
further due diligence and acquire the Additional Timberlands at the Closing in accordance with the
terms of this Agreement, or (ii) to delete the Additional Timberlands from the Property to be
conveyed at the Closing, and hold a separate subsequent closing with respect to the Additional
Timberlands upon the completion of the procedures set forth in Section 7(b). Failure of Purchaser
to timely deliver such written notice shall be deemed an election of clause (i). If Purchaser
timely elects clause (ii), then notwithstanding anything to the contrary in this Agreement, (A) the
proposed Additional Timberlands shall be deleted from the Property to be conveyed at the Closing,
(B) the Purchase Price payable at the Closing shall be reduced by the corresponding value of the
Timberlands to be replaced by the Additional Timberlands, (C) a proportionate amount of the Earnest
Money shall remain in escrow with Escrow Agent after the Closing to be either applied against the
portion of the Purchase Price payable at the closing of the conveyance of the Additional
Timberlands or refunded to Purchaser, at Purchaser’s sole discretion, upon payment in full of the
remaining Purchase Price, and (D) the provisions of this Agreement shall survive the Closing to the
extent applicable to the Additional Timberlands, and the terms “Purchase Price,” “Earnest Money,”
“Closing,” “Property” and other applicable terms shall thereafter be deemed to apply to the
transactions involving the Additional Timberlands, as the context may require.



     8. Intentionally Deleted.



     9. Timber Cutting Agreements.



               (a) Seller is a party to those certain timber cutting agreements described on Exhibit I
attached hereto (the “Timber Cutting Agreements”). Pursuant to the Timber Cutting Agreements,
third parties have the right to harvest timber from certain portions of the Timberlands through
July 1, 2012 (the “Outside Release Date”), which tracts are more particularly described on Exhibit
I (such tracts being, collectively, the “Timber Cutting Tracts”). Seller shall have the right
until the Closing to comply with the Timber Cutting Agreements, including the harvest and sale of
the Timber pursuant thereto. The Purchase Price shall be reduced at the Closing by an amount (the
“Harvest Adjustment”) equal to the revenues received by Seller for all timber harvested from the
Property before the Closing Date but after May 17, 2011, as determined in accordance with this
Section 9. If the Harvest Adjustment is not known as of the Closing Date, the Harvest Adjustment
shall be estimated at the Closing and adjusted after the Closing. Not later than thirty (30) days
following the Closing, Seller shall provide to



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Purchaser a harvest report certifying the Harvest Adjustment, together with such supporting
data as Purchaser may reasonably request. Purchaser shall have fifteen (15) days from the receipt
of Seller’s certification to deliver to Seller written notice (an “Objection Notice”) of any
objection to the calculation of the Harvest Adjustment, which Objection Notice shall request
commencement of the procedures set forth in Section 32. If Seller does not receive an Objection
Notice prior to the expiration of such fifteen (15) day period, Purchaser shall be deemed to have
waived its right to object to Seller’s calculation of the Harvest Adjustment. Upon the final
determination of the Harvest Adjustment (whether by the expiration of such fifteen (15) day period
or pursuant to the procedures set forth in Section 32), (i) if the estimate of the Harvest
Adjustment determined at the Closing exceeds the Harvest Adjustment as finally determined,
Purchaser shall promptly deliver to Seller the difference by wire transfer of immediately available
funds to an account designated by Seller; and (ii) if the estimate of the Harvest Adjustment
determined at the Closing is less than the Harvest Adjustment as finally determined, Seller shall
promptly deliver to Purchaser the difference by wire transfer of immediately available funds to an
account designated by Purchaser. This Section 9(a) shall survive the Closing.




     10. Reserved Mineral Interests and Rights.



               (a) At Closing, the Deeds delivered by Seller shall reserve and except the “Reserved Mineral
Interests and Rights” which is defined to mean (i) all Minerals and Mineral Rights (as defined in
Exhibit J), together with (ii) all Executive Rights (as defined in Exhibit J) with regard to
Minerals and Mineral Rights; provided, however, that the Deeds shall provide that Seller shall at
all times be responsible for damages caused to the surface of the Property, as set forth below,
caused by the exercise of any of the Reserved Mineral Interests and Rights, and Seller shall use
reasonable efforts and practices to prevent surface damage to the Property during Drilling and
Other Operations and shall restore to the extent commercially practicable any area of the Property
damaged by such activities to its original condition upon cessation of such activities, provided
that Seller shall not be obligated to replant any timber or restore any improvements, except as set
forth below. Under no circumstances shall Strip Mining Operations be permitted.



               (b) Seller and Purchaser shall use liquidated damages (“Damages”) to compensate Purchaser for
Seller’s or its lessee’s use of the Timberlands in the exercise of the Reserved Mineral Interests
and Rights. Damages do not constitute a penalty, but represent an attempt to assess actual
damages. In the event Seller or Lessee conducts any Drilling and Other Operations, Seller or
Lessee, as applicable, shall give Purchaser notice and pay Purchaser Damages as follows:



                    (i) Seller shall provide Purchaser with thirty (30) days’ written notice prior to conducting
any Drilling or Other Operations. Damages for the Property (including, without limitation, all
appurtenances, improvements and fixtures of or on the Property) used and/or accessed in the
exercise of the Reserved Mineral Interests and Rights shall equal the then-prevailing market price
for any merchantable timber and/or the net present value of any pre-merchantable timber and other
standing crops damaged or destroyed if such use or



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access will last for eighteen (18) months or less, and shall equal 150% of the then fair
market value of the bare land so used and/or accessed plus the then prevailing market price of the
merchantable timber and the net present value of any pre-merchantable timber and other standing
crops damaged or destroyed if such use and/or access will exceed eighteen (18) months. The Parties
agree to use their commercially reasonable efforts to mutually agree upon a methodology to
determine “net present value” of any such pre-merchantable timber. Seller shall deliver written
notice to Purchaser of any such destruction on the Property and shall pay Purchaser Damages within
ten (10) days following delivery of such notice.




                    (ii) Seller must promptly repair and restore, at Seller’s sole cost and expense, any and all
damage to roads and fences and other improvements and fixtures arising from the exploration and
extraction activities to substantially the same condition as existed before such activities; and
Seller shall indemnify and save Purchaser, together with its subsidiaries and affiliates (the
“Purchaser Companies”) harmless, and, at Seller’s expense, shall defend Purchaser and the Purchaser
Companies from and against any and all claims, suits, losses, damages, or expenses, on account of
injuries to or death of any and all persons whomsoever, including, without limitation, any
employees, agents and invitees of Purchaser, Purchaser Companies and Seller, and any and all damage
to personal property to whomsoever belonging, including property owned by, rented to, or in the
care, custody, or control of the parties hereto, arising or growing out of, or in any manner
connected with the exercise of the Reserved Mineral Interests and Rights. Notwithstanding the
foregoing, nothing herein contained is to be construed as an indemnification against the negligence
or willful misconduct of Purchaser or the Purchaser Companies, and their respective officers,
employees, or agents.



               (c) The rights and privileges excepted and reserved in connection with the Reserved Mineral
Interests and Rights shall at all times be subject to the terms and conditions set forth in the
Deeds, and be deemed as covenants running with the Reserved Mineral Interests and Rights and in all
respects appurtenant to the mineral estates now owned or hereinafter acquired for the benefit of
Seller and its successors in title. The rights and privileges conveyed in the Deeds to the
Purchaser (including the obligations of the Seller or its lessee) in connection with the Reserved
Mineral Interests and Rights shall be deemed as covenants running with the Property and in all
respects appurtenant to the Property for the benefit of the Purchaser and its successors in title
to all or any portion of the Property.



     11. Mitigation Rights. At the Closing, Purchaser and Seller shall enter into a “Mitigation
Option Agreement” in the form of Exhibit L attached hereto, pursuant to which Seller shall have the
option to establish mitigation banks on certain portions of the Timberlands, in accordance with,
and as more particularly described in, the Mitigation Option Agreement.



     12. Deliveries; No Contact. Purchaser acknowledges that Seller has delivered to Purchaser,
and Purchaser is in receipt of, (i) Seller’s current compartment maps for each tract within the
Property (which maps shall include aerial imagery, topographical imagery and timber type), (ii)
copies of the Contracts, (iii) copies of the Timber Cutting Agreements, and (iv) copies of other
items related to the ownership, development and management of the Property and requested by
Purchaser, to the extent the same are in Seller’s possession or control and are



11









 




reasonably available to Seller. Prior to the Closing, Purchaser shall not contact or
communicate with any counterparty to any Contract or Timber Cutting Agreement without the prior
written consent of Seller. Purchaser acknowledges that all information with respect to the
Property delivered by Seller to Purchaser under this Agreement is for informational purposes only
and, except as expressly set forth to the contrary in this Agreement, is given without
representation or warranty of any kind. If this Agreement is terminated or if Closing does not
occur, Purchaser shall promptly return to Seller all information delivered to Purchaser pursuant to
this Agreement, provided that, to the extent such information is in electronic format, Purchaser
shall delete or destroy all such information and promptly deliver to Seller written certification
of such destruction. The provisions of this Section 12 shall survive any termination, cancellation
or expiration of this Agreement or the Closing.




     13. Condition of Property; Damage; Condemnation.



               (a) Seller agrees that at the Closing, the Property shall be in substantially the same
condition as exists on the Effective Date, subject to Seller’s operation on the Property in
accordance with usual and customary timberland operations, natural wear and tear, the Permitted
Encumbrances, condemnation, and casualties beyond Seller’s control. Subject to the provisions of
this Section 13, all risk of loss to the Property or any part thereof prior to the Closing shall be
borne by Seller.



               (b) If at any time prior to the Closing, the Property or any material part thereof (including,
but not limited to, any timber thereon) is destroyed or damaged by fire or other casualty, Seller
shall deliver to Purchaser prompt written notice of such damage along with the amount of such
damage (calculated as the value of the destroyed or damaged Property less the salvage value of such
destroyed or damaged Property) (the “Casualty Damage Value”), and the transactions contemplated by
this Agreement shall be subject to the provisions of this Section 13(b). If Purchaser, by
delivering written notice to Seller within ten (10) days following Seller’s delivery of written
notice of the damage, disputes the Casualty Damage Value reported by Seller, Purchaser and Seller
shall attempt in good faith to resolve such dispute and agree upon the Casualty Damage Value. If
Purchaser and Seller are unable to agree as to the Casualty Damage Value on or before ten (10) days
after Purchaser delivers to Seller written notice of its dispute, then such dispute shall be
resolved in accordance with Section 32. The Closing Date shall be extended to the extent necessary
to allow for the completion of all procedures set forth in this Section 13(b), including the
resolution of any such dispute. Notwithstanding such casualty, Purchaser shall be required to
purchase the Property in accordance with this Agreement, provided that, if the Casualty Damage
Value exceeds $1,502,130, the Purchase Price shall be reduced by an amount equal to the difference
of (i) the Casualty Damage Value, minus (ii) $1,502,130.



               (c) If at any time prior to the Closing, any action or proceeding is filed or threatened under
which any portion of the Property may be taken pursuant to any law, ordinance or regulation by
condemnation or the right of eminent domain, Seller shall deliver to Purchaser prompt written
notice thereof. In such event, Purchaser and Seller shall be required to consummate the
transactions contemplated by this Agreement, and Purchaser shall receive a



12









 




credit against the Purchase Price in the amount of all proceeds of any awards payable with
respect to the Property, or, if such amount is not known at the time of the Closing, the Purchase
Price shall not be reduced and Seller shall assign to Purchaser at the Closing all of Seller’s
right to such proceeds from such action or proceeding.




     14. Warranties, Representations, and Disclaimers.



               (a) Seller hereby warrants and represents to Purchaser, as of the Effective Date and as of the
Closing Date, that:




               (i) Seller is a corporation duly incorporated, validly existing and in good standing
under the laws of the State of Delaware, is qualified to do business in the States of
Alabama and Georgia and has all requisite corporate power and authority to: (A) own, lease
and operate the Property and to carry on its business as now being conducted; (B) execute
this Agreement and all other agreements, instruments and documents to be executed by it in
connection with the consummation of the transactions contemplated by this Agreement; and (C)
perform its obligations and consummate the transactions contemplated hereby.




               (ii) The execution, delivery and performance of this Agreement and the consummation of
transactions contemplated hereby by Seller have been duly and validly authorized by all
necessary corporate action, and no other corporate proceedings on the part of Seller are
necessary for it to authorize this Agreement or to consummate the transactions contemplated
hereby. This Agreement has been duly and validly executed and delivered by Seller and,
assuming due authorization, execution and delivery by Purchaser, is a legal, valid and
binding obligation of Seller, enforceable against Seller in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights and to
general equity principles.




               (iii) The execution, delivery or performance of this Agreement by Seller will not
result in a breach or violation of, or default under, (A) the terms, conditions or
provisions of Seller’s certificate of incorporation, bylaws or any standing resolution of
its board of directors; (B) any Contract or Timber Cutting Agreement; (C) any law applicable
to Seller or any portion of the Property; or (D) any permit, license, order, judgment or
decree of any governmental authority by which Seller or the Property is or may be bound,
excluding from the foregoing clauses (B), (C) and (D) such breaches, violations or defaults
that would not be reasonably likely, individually or in the aggregate, to have a material
adverse effect on the Property or on Seller’s ability to perform its obligations under this
Agreement.




               (iv) There are no approvals, consents or registration requirements with respect to any
governmental authority that are or will be necessary for the valid execution and delivery by
Seller of this Agreement, or the consummation of the transactions contemplated hereby and
thereby, other than those which (A) have been



13









 






obtained, or (B) are of a routine nature and not customarily obtained or made prior to
execution of purchase and sale agreements in transactions similar in nature and size to
those contemplated hereby and where the failure to obtain the same would not, individually
or in the aggregate, have a material adverse effect on the Property or on Seller’s ability
to perform its obligations under this Agreement.




               (v) There is no pending or, to Seller’s knowledge, threatened action or proceeding
(including, but not limited to, any condemnation or eminent domain action or proceeding)
before any court, governmental agency or arbitrator which may materially adversely affect
Seller’s ability to perform this Agreement or which may materially adversely affect the
Property.




               (vi) Seller (which for this purpose includes Seller’s partners, members, principal
stockholders and any other constituent entities) (x) has not been designated as a
“specifically designated national and blocked person” on the most current list published by
the U.S. Treasury Department Office of Foreign Assets Control at its official website,
<http://www.treas.gov/ofac/t11sdn.pdf> or at any replacement website or other
replacement official publication of such list and (y) is currently in compliance with and
will at all times during the term of this Agreement remain in compliance with the
regulations of the Office of Foreign Asset Control of the Department of the Treasury and any
statute, executive order (including the September 24, 2001, Executive Order Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or
Support Terrorism), or other governmental action relating thereto.




               (vii) Attached hereto as Exhibit B is a true and accurate list of the Contracts. Each
of the Contracts is in full force and effect and has not been amended or modified except as
set forth on Exhibit B. Neither Seller nor, to Seller’s knowledge, any other party thereto
is in default in the observance or performance in any material respect of any of its
obligations thereunder except as set forth on Exhibit B. Except for the Timber Cutting
Agreements or agreements or documents that relate to mineral or oil and gas ownership and
development by unrelated third parties that may affect the Property, to Seller’s knowledge,
there are no other unrecorded documents affecting the Property other than the Contracts.




               (viii) To Seller’s knowledge, Seller’s use of the Property is in material compliance
with all statutes, ordinances, rules, regulations, orders and requirements of all federal
and local authorities and any other governmental entity having jurisdiction over the
Property. Seller has not received any notice from any governmental entity of any violation
of any statutes, ordinances, rules, regulations, orders or requirements applicable to the
Property.




               (ix) Since the date upon which Seller acquired the Property, Seller has not used, or
otherwise authorized the use of, the Property as a landfill or as a dump to receive garbage,
refuse, or waste, whether or not hazardous and, to Seller’s knowledge without investigation,
there are no underground storage tanks within the



14









 






Property; provided, however, there exist small, unauthorized dump sites typical of
rural timberlands on the Property. Seller has received no written notice from any federal,
state or local governmental authority to the effect that any portion of the Property is not
in compliance with any Environmental Laws as defined in Section 6(b) hereof, which
non-compliance is continuing as of the Effective Date.




               (x) For purposes of Section 3(14) of the Employee Retirement and Income Security Act of
1974, as amended (hereinafter referred to as “ERISA”), Seller is not a party in interest
with Purchaser. The Property does not constitute an asset of an employee benefit plan
affiliated with Seller, as defined in Section 3(3) of ERISA.




               (xi) Except for the Timber Cutting Agreements, there are no outstanding unrecorded
contracts or agreements pursuant to which any party has the right to cut or remove timber
from the Property after May 17, 2011.


For purposes of this Section 14, “Seller’s knowledge” shall mean the actual knowledge, without any
duty on the part of such individuals to investigate or inquire into any particular matter, of
either of (A) Charles J. Portwood, and (B) Kenneth B. Gibson, Jr.




               (b) Purchaser hereby warrants and represents to Seller, as of the Effective Date and as of the
Closing Date, that:




               (i) Purchaser is a limited partnership duly organized, validly existing and in good
standing under the laws of the State of Delaware, and has all requisite partnership power
and authority to: (A) own, lease and operate the Property and to carry on its business as
now being conducted; (B) execute this Agreement; and (C) perform its obligations and
consummate the transactions contemplated hereby.




               (ii) The execution, delivery and performance of this Agreement and the consummation of
transactions contemplated hereby by Purchaser have been duly and validly authorized by all
necessary partnership action, and no other company proceedings on the part of Purchaser are
necessary for it to authorize this Agreement or to consummate the transactions contemplated
hereby. This Agreement has been duly and validly executed and delivered by Purchaser and,
assuming due authorization, execution and delivery by Seller, is a legal, valid and binding
obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors’ rights and to general equity
principles.




               (iii) The execution, delivery, and performance by Purchaser of this Agreement will not
result in a breach or violation of, or default under, the terms, conditions or provisions of
its certificate of limited partnership, partnership agreement or any standing resolution of
its partners (as the case may be) or any other partnership document.



15









 






               (iv) There are no approvals, consents or registration requirements with respect to any
governmental authority that are or will be necessary for the valid execution and delivery by
Purchaser of this Agreement, or the consummation of the transactions contemplated hereby and
thereby, other than those which (A) have been obtained, or (B) are of a routine nature and
not customarily obtained or made prior to execution of purchase and sale agreements in
transactions similar in nature and size to those contemplated hereby and where the failure
to obtain the same would not, individually or in the aggregate, have a material adverse
effect on Purchaser’s ability to perform its obligations under this Agreement.




               (v) There is no pending or, to Purchaser’s knowledge, threatened action or proceeding
before any court, governmental agency or arbitrator which may materially adversely affect
Purchaser’s ability to perform this Agreement.




               (vi) For purposes of Section 3(14) of the Employee Retirement and Income Security Act
of 1974, as amended (hereinafter referred to as “ERISA”), Purchaser is not a party in
interest with Seller. Purchaser is not acquiring the Property with the assets of an employee
benefit plan as defined in Section 3(3) of ERISA, and Purchaser is not aware of any facts or
circumstances that would cause the transaction contemplated by this Agreement to be a
“prohibited transaction” within the meaning of ERISA.




               (vii) Purchaser (which for this purpose includes Purchaser’s partners, members,
principal stockholders and any other constituent entities) (x) has not been designated as a
“specifically designated national and blocked person” on the most current list published by
the U.S. Treasury Department Office of Foreign Assets Control at its official website,
<http://www.treas.gov/ofac/t11sdn.pdf> or at any replacement website or other
replacement official publication of such list and (y) is currently in compliance with and
will at all times during the term of this Agreement remain in compliance with the
regulations of the Office of Foreign Asset Control of the Department of the Treasury and any
statute, executive order (including the September 24, 2001, Executive Order Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or
Support Terrorism), or other governmental action relating thereto.



               (c) The representations and warranties contained in Section 14(a) and Section 14(b) shall
survive the Closing for nine (9) months.



               (d) PURCHASER ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN
THIS AGREEMENT OR IN THE DOCUMENTS TO BE DELIVERED AT THE CLOSING: (i) NO REPRESENTATIONS,
WARRANTIES OR PROMISES, EXPRESS OR IMPLIED, HAVE BEEN OR ARE BEING MADE BY OR ON BEHALF OF SELLER
OR ANY OTHER PERSON WITH RESPECT TO THE PROPERTY, INCLUDING WITH RESPECT TO THE PHYSICAL OR
ENVIRONMENTAL CONDITION, HABITABILITY, QUANTITY OR QUALITY OF



16









 




TIMBER, NURSERY STOCK OR SEEDLINGS, FUTURE FIBER GROWTH OR HARVEST, FUTURE FINANCIAL RESULTS
FROM THE SALE OF FIBER GROWN ON THE PROPERTY OR FROM THE SALE OF THE PROPERTY, MERCHANTABILITY,
SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SELLER HEREBY EXPRESSLY DISCLAIMS ALL
WARRANTIES, EITHER EXPRESS OR IMPLIED RELATING TO ANY OF THE FOREGOING MATTERS, AND (ii) IN
ENTERING INTO THIS AGREEMENT, PURCHASER HAS NOT RELIED AND DOES NOT RELY ON ANY SUCH
REPRESENTATION, WARRANTY OR PROMISE, EXPRESS OR IMPLIED, BY OR ON BEHALF OF SELLER OR ANY OTHER
PERSON. PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER SHALL TAKE THE PROPERTY IN “AS IS, WHERE
IS, AND WITH ALL FAULTS” CONDITION ON THE CLOSING DATE, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN
THIS AGREEMENT OR IN THE DOCUMENTS TO BE DELIVERED AT THE CLOSING. THIS SECTION 14(d) SHALL
SURVIVE THE CLOSING.




               (e) UPON THE CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING ADVERSE
ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY SELLER’S OR PURCHASER’S INVESTIGATION, AND
UPON THE CLOSING, EXCEPT WITH RESPECT TO A BREACH OF ANY OF SELLER’S REPRESENTATIONS AND WARRANTIES
CONTAINED HEREIN, PURCHASER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER FROM
AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT),
LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY
AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED
AGAINST SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF PHYSICAL CONDITIONS, VIOLATIONS OF ANY
APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS,
CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. THIS SECTION 14(e) SHALL SURVIVE THE CLOSING.



     15. No Brokerage Commission. Other than with respect to the services of Steve Ebbert of
Southern Land Exchange, LLC, Seller warrants and represents to Purchaser that Seller has not
incurred any liability for any brokerage fee or commission in connection with the execution and
delivery of this Agreement or the consummation of the transactions contemplated hereby, and the
payment of Steve Ebbert and Southern Land Exchange, LLC, shall be the sole obligation of Seller.
Purchaser warrants and represents to Seller that Purchaser has not incurred any liability for any
brokerage fee or commission in connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby. Seller and Purchaser each agree to indemnify
and hold harmless the other from any and all damage, loss, liability, expense and claim (including
but not limited to attorneys’ fees and court costs) arising with respect to any such fee or
commission which may be suffered by the indemnified Party by



17









 




reason of any action or agreement of the indemnifying Party. This Section 15 shall survive
the termination, cancellation or expiration of this Agreement.




     16. Taxes; Expenses.



               (a) Ad valorem real property taxes on the Property and special assessments, as well as revenue
under the Contracts to the extent such Contracts affect the Property, shall be prorated as of the
Closing Date. If actual tax bills for the taxable year of the Closing are not available, said
taxes shall be prorated based on tax bills for the previous taxable year and the Parties agree to
cause a reproration of said taxes upon the receipt of tax bills for the taxable year of the
Closing. If the Property is not designated a separate tax parcel, said taxes shall be adjusted to
an amount bearing the same relationship to the total tax bill which the acreage contained within
the applicable portion of the Property bears to the acreage contained within the property included
within said tax bill. Purchaser and Seller shall reasonably cooperate in good faith to cause all
real property taxes on the Property and Seller’s retained property to be paid (and to reimburse the
appropriate Party making such payments, as applicable), to the extent subdivisions or changes of
ownership are not reflected on future real property tax bills. Any deferred or “rollback” taxes
assessed against the Property as a result of Purchaser’s acquisition of the Property, change in the
use of the Property or failure to maintain the Property in any property tax reduction program shall
be paid by Purchaser within thirty (30) days of final determination thereof. The obligations of
this Section 16(a) shall survive the Closing.



               (b) Purchaser shall pay all costs in connection with the recording of the Deeds, all costs of
purchasing a title insurance policy and any endorsements thereto, all costs of Purchaser’s due
diligence, all costs of Purchaser’s legal representation, one-half (1/2) of all costs of the Phase
I Report (including the cost of relevant portions of previous reports that were updated to produce
the Phase I Report), and one-half (1/2) of all escrow expenses of Escrow Agent.



               (c) Seller shall pay all costs of searching title and producing the Title Commitments, all
transfer taxes, one-half (1/2) of all costs of the Phase I Report (including the cost of relevant
portions of previous reports that were updated to produce the Phase I Report), all costs of
Seller’s legal representation and one-half (1/2) of all escrow expenses of Escrow Agent.



               (d) Except as set forth in this Agreement, all other costs shall be borne by the Party
incurring them.



     17. Conditions.



               (a) The obligations of each of Seller and Purchaser to consummate the transactions
contemplated by this Agreement shall be subject to the satisfaction or waiver, on or before the
Closing Date, of the following conditions:




               (i) Intentionally deleted.



18









 






               (ii) There shall be no injunction, restraining order or decree of any nature of any
court or governmental authority that is in effect that restrains or prohibits the
consummation of the transactions contemplated by this Agreement or imposes conditions on
such consummation not otherwise provided for herein.




               (iii) Neither Purchaser nor Seller shall have been advised by any United States federal
government agency (which advisory has not been officially withdrawn on or prior to the
Closing Date) that such government agency is investigating the transactions contemplated by
this Agreement to determine whether to file or commence any litigation that seeks or would
seek to enjoin, restrain or prohibit the consummation of the transactions contemplated by
this Agreement.


In the event any of the above conditions is not satisfied on or before the Closing, either Seller
or Purchaser will have the right, exercisable at its sole election, to terminate this Agreement by
delivering written notice to the other Party before the Closing, whereupon Escrow Agent will return
the Earnest Money to Purchaser, and the Parties will have no further rights or obligations
hereunder (except as otherwise expressly provided herein).




               (b) Unless waived by Purchaser, the obligations of Purchaser under this Agreement are
expressly made subject to the fulfillment in all respects of the following conditions precedent:




               (i) the truth and accuracy as of the Closing Date, in all material respects, of each
and every warranty and representation herein made by Seller;




               (ii) Seller’s timely performance of and compliance with, in all material respects, each
and every term, condition, agreement, restriction and obligation to be performed and
complied with by Seller under this Agreement; and




               (iii) Purchaser’s receipt of a binding commitment from the Title Company to issue a
title insurance policy insuring Purchaser’s title to the Property following the Closing,
subject only to the Permitted Encumbrances.


In the event any of the above conditions is not satisfied on or before the Closing, Purchaser will
have the right, exercisable at Purchaser’s sole election, to exercise the remedies described in
Section 18(b).




               (c) Unless waived by Seller, the obligations of Seller under this Agreement are expressly made
subject to the fulfillment in all respects of the following conditions precedent:




               (i) the truth and accuracy as of the Closing Date, in all material respects, of each
and every warranty and representation herein made by Purchaser; and



19









 






               (ii) Purchaser’s timely performance of and compliance with, in all material respects,
each and every term, condition, agreement, restriction and obligation to be performed and
complied with by Purchaser under this Agreement.


In the event any of the above conditions is not satisfied on or before the Closing, Seller will
have the right, exercisable at Seller’s sole election, to exercise the remedies described in
Section 18(a).




     18. Earnest Money; Default; Remedies.



               (a) If the purchase and sale of any portion of the Property contemplated hereby is not
consummated because of a default by Purchaser under this Agreement, then Seller shall require
Escrow Agent to pay the entire Earnest Money to Seller as full liquidated damages and not as a
penalty and as Seller’s sole and exclusive remedy against Purchaser for a default by Purchaser
under this Agreement (the Parties acknowledging that Seller’s damages as a result of such default
are not capable of exact ascertainment and that said liquidated damages are fair and reasonable).



               (b) If the purchase and sale of the Property contemplated hereby is not consummated because of
a default by Seller then Purchaser, at Purchaser’s sole election, either (i) shall instruct Escrow
Agent to promptly return the Earnest Money to Purchaser, whereupon the Parties will have no further
rights or obligations hereunder (except as otherwise expressly provided herein), or (ii) shall be
entitled to sue Seller for specific performance, Purchaser hereby acknowledging that the foregoing
shall be its sole remedies against Seller for a default by Seller under this Agreement.



               (c) The duties of Escrow Agent shall be as follows:




               (i) During the term of this Agreement, Escrow Agent shall hold and deliver the Earnest
Money in accordance with the terms and provisions of this Agreement.




               (ii) If this Agreement is terminated by the mutual written agreement of Seller and
Purchaser, or if Escrow Agent is unable to determine at any time to whom the Earnest Money
should be delivered, or if a dispute develops between Seller and Purchaser concerning to
whom the Earnest Money should be delivered, then in any such event, Escrow Agent shall
request joint written instructions from Seller and Purchaser and shall deliver the Earnest
Money in accordance with such joint written instructions. In the event that such written
instructions are not received by Escrow Agent within ten (10) days after Escrow Agent has
served a written request for instructions upon Seller and Purchaser, Escrow Agent shall have
the right to pay the Earnest Money into a court of competent jurisdiction and interplead
Seller and Purchaser in respect thereof, and thereafter Escrow Agent shall be discharged of
any obligations in connection with this Agreement.



20









 






               (iii) If costs or expenses are incurred by Escrow Agent because of litigation or a
dispute between Seller and Purchaser arising out of the holding of the Earnest Money in
escrow, Seller and Purchaser shall each pay Escrow Agent one-half of such costs and
expenses. Except for such costs and expenses, no fee or charge shall be due or payable to
Escrow Agent for its services as escrow holder.




               (iv) By joining herein, Escrow Agent undertakes only to perform the duties and
obligations imposed upon it under the terms of this Agreement and expressly does not
undertake to perform any of the other covenants, terms and provisions incumbent upon Seller
and Purchaser hereunder.




               (v) Purchaser and Seller hereby agree and acknowledge that Escrow Agent assumes no
liability in connection herewith except for any loss, costs or damage arising out of Escrow
Agent’s own negligence or willful misconduct; that Escrow Agent shall never be responsible
for the validity, correctness or genuineness of any document or notice referred to under
this Agreement; that Escrow Agent shall not be liable or responsible for any loss occurring
which arises from bank failure or error, insolvency or suspension, or a situation or event
which falls under the Federal Deposit Insurance Corporation (FDIC) coverage (Seller and
Purchaser are aware that FDIC coverage applies to a maximum amount of $250,000 per
depositor, as may be modified by the FDIC from time to time); and that Escrow Agent may seek
advice from its own counsel and shall be fully protected in any action taken by it or
omitted to be taken by it in good faith in accordance with the opinion of its counsel.



     19. Assignment. Except as otherwise expressly contemplated by this Agreement, neither Party
shall assign its rights or obligations hereunder, in whole or in part, without the prior written
consent of the other Party, given or withheld in its sole discretion. Notwithstanding the
foregoing, Purchaser shall have the right to assign its rights and obligations under this Agreement
to any party controlling, controlled by, or under common control with Purchaser, provided that no
such assignment shall relieve Plum Creek Timberlands, L.P., of any liability hereunder.



     20. No Waiver. Except as specifically set forth herein, no action or failure to act by any
Party shall constitute a waiver of any right or duty afforded to such Party under this Agreement,
nor shall any such action or failure to act constitute an approval of or acquiescence in any breach
of this Agreement except as may be specifically agreed in writing.



     21. Governing Law. This Agreement shall be governed in all respects, including validity,
construction, interpretation and effect, by the laws of the State of Georgia, without giving effect
to its principles or rules of conflicts of law to the extent such principles or rules would require
or permit the application of the laws of another jurisdiction.



     22. Notice. Any and all notices required or permitted under this Agreement 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,



21









 




or by facsimile or e-mail, to the other Party or Escrow Agent at the addresses set forth
below, and such address as may be furnished by notice in accordance with this Section 22; provided,
however, if any delivery is made by facsimile or e-mail, such delivery shall be deemed delivered
only if the Party (or Escrow Agent) giving such notice obtains a confirmation of receipt and
delivers such notice by hand delivery, United States mail or recognized overnight carrier for next
day delivery. All notices shall be deemed given and effective upon the earliest to occur of: (i)
the confirmed facsimile or e-mail transmission or hand delivery of such notice to the address for
notices; (ii) one business day after the deposit of such notice with an overnight courier service
by the time deadline for next day delivery addressed to the address for notices; or (iii) three
business days after depositing the notice in the United States mail.




	 	 	 

	Seller:
	 	Forestar (USA) Real Estate Group Inc.

6300 Bee Cave Road

Building II, Suite 500

Austin, TX 78746

Attention: Mr. David M. Grimm, Esq.

Phone: 512-433-5223

Fax: 512-433-5203

Email: davidgrimm@forestargroup.com

	 	 	 

	with a copy to:
	 	Sutherland Asbill & Brennan LLP

999 Peachtree Street, N.E.

Atlanta, Georgia 30309

Attention: Victor P. Haley, Esq.

Phone: 404-853-8302

Fax: 404-853-8806

Email:victor.haley@sutherland.com

	 	 	 

	Purchaser:
	 	Plum Creek Timberlands, L.P.

999 Third Avenue, Suite 4300

Seattle, WA 98104

Attention: Karl Watt

Phone: (206) 467-3648

Fax: (206) 467-3799

Email:karl.watt@plumcreek.com

	 	 	 

	with a copy to:
	 	Plum Creek Timberlands, L.P.

999 Third Avenue, Suite 4300

Attention: Sheri L. Ward

Phone: (206_ 467-3690

Fax: (206) 467-3799

Email: sheri.ward@plumcreek.com

	 	 	 

	Escrow Agent:
	 	First American Title Insurance Company

National Commercial Services

Six Concourse Parkway, Suite 2000

Atlanta, Georgia 30328

Attention: Kevin Wood

Phone: 770-390-6533

Fax: 866-735-3071

E-mail: kwwood@firstam.com







22









 






     23. Entire Agreement. This Agreement contains the entire agreement among the Parties and
Escrow Agent with respect to the subject matter hereof and cannot be amended or supplemented except
by a written agreement signed by the Parties.



     24. Captions. The captions of sections in this Agreement are for convenience and reference
only and are not part of the substance hereof.



     25. Severability. In the event that any one or more of the provisions, sections, words,
clauses, phrases or sentences contained in this Agreement, or the application thereof in any
circumstance is held invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision, section, word, clause, phrase or sentence in
every other respect and of the remaining provisions, sections, words, clauses, phrases or sentences
of this Agreement, shall not be in any way impaired, it being the intention of the Parties and
Escrow Agent that this Agreement shall be enforceable to the fullest extent permitted by law.



     26. Counterparts. This Agreement may be executed in several counterparts, each of which may
be deemed an original, and all of such counterparts together shall constitute one and the same
Agreement. This Agreement may be executed by each Party and Escrow Agent upon a separate copy and
attached to another copy in order to form on or more counterparts.



     27. Binding Effect. This Agreement shall bind the Parties (and Escrow Agent, to the extent
applicable) and their respective heirs, legal representatives, successors and assigns.



     28. Time of Essence. Time is of the essence of this Agreement.



     29. No Survival. Except as may otherwise expressly be provided herein, the provisions of this
Agreement shall not survive the Closing and shall be merged into the delivery of the Deeds and
other documents and the payment of all monies pursuant hereto at the Closing.



     30. Incorporation of Exhibits. All exhibits referred to in this Agreement are hereby
incorporated herein by this reference.



     31. Confidentiality; Public Announcements. Purchaser and Seller agree that the terms and
conditions of the transactions contemplated in this Agreement are to remain confidential, except
that either Party and its affiliates may disclose the terms and provisions of this Agreement (i) to
the extent that such Party or any of its affiliates is required by applicable law (including the
rules and regulations promulgated by the SEC or any stock exchange) to make



23









 




public disclosure, or (ii) in any legal proceeding, including any audit, to the extent
necessary to enforce any rights under this Agreement, provided that, in either case, the disclosing
Party shall provide the other Party with prior notice of such disclosure and the content thereof.
This Section 31 shall survive any termination, cancellation or expiration of this Agreement or the
Closing.




     32. Dispute Resolution. If Purchaser and Seller are unable to agree as to the values of the
Value Table, the value of a Title Objection Carveout under Section 5, the value of Additional
Timberlands under Section 7, the Harvest Adjustment under Section 9 or the Casualty Damage Value
under Section 13, then either of Seller or Purchaser shall have the right to invoke the procedures
of this Section 32 by delivering written notice to the other Party. Seller and Purchaser each
shall appoint an independent forestry consultant within five (5) days following the delivery of
such written notice, each of which may be a consultant previously engaged by the appointing Party,
and such two consultants will in turn select a third independent forestry consultant within five
(5) days to act with them in a panel to determine the appropriate value. A majority of the panel
of consultants will reach a binding decision within thirty (30) days following the selection of the
third consultant, and the decision of the panel of consultants will be final. Seller and Purchaser
will each bear the cost of its respective consultant and one-half (1/2) of the cost of the third
consultant.



     33. Business Days. If any date set forth in this Agreement for the performance of any
obligation by any Party or Escrow Agent, or for the delivery of any instrument or notice as herein
provided, should be a Saturday, Sunday or legal holiday, the compliance with such obligation or
delivery shall be deemed acceptable on the next day which is not a Saturday, Sunday or legal
holiday. As used herein, the term “legal holiday” means any state or federal holiday for which
financial institutions or post offices are generally closed in the State of Georgia for observance
thereof, and the term “business day” means any day other than a Saturday, Sunday or legal holiday.



     34. Section 1031 Exchange. Either Seller or Purchaser may consummate the sale or purchase, as
applicable, of any portion of the Property as part of a so-called like kind exchange (an
“Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”),
provided that: (a) the Closing shall not be delayed or affected by reason of an Exchange nor shall
the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent
to Purchaser’s or Seller’s obligations under this Agreement; (b) Seller or Purchaser, as
applicable, shall effect an Exchange through an assignment of its rights under this Agreement
(other than with respect to any reimbursement obligations, and any representations or warranties
made by the other Party, which shall not be assigned and shall in all events be deemed to have been
made to the participating Party only) to a qualified intermediary pursuant to an assignment
agreement in form reasonably satisfactory to the non-participating Party; (c) to the extent Seller
participates in an Exchange, Purchaser shall not be required to acquire, take title to or obtain an
equitable interest in any real property other than the Property; (d) to the extent Purchaser
participates in an Exchange, Seller shall not be required to acquire, take title to or obtain an
equitable interest in any real property; and (e) Seller’s or Purchaser’s assignment of its rights
hereunder, as applicable, to a qualified intermediary in connection with an Exchange shall not
limit or modify in any manner whatsoever any of the covenants,



24









 




obligations, agreements, representations or warranties of such participating Party set forth
in this Agreement, all of which shall remain in full force and effect and shall constitute the
primary liability of such participating Party in all events. Neither Party shall by this Agreement
or acquiescence to an Exchange by the other party (i) have such non-participating party’s rights,
obligations or liabilities under this Agreement modified, expanded or diminished in any manner, or
(ii) be responsible for compliance or be deemed to have warranted to the participating party that
the participating party’s Exchange in fact complies with Section 1031 of the Code. Any increased
costs arising from an Exchange shall be borne by the Party participating in such Exchange.




[remainder of page intentionally left blank; signatures appear on following pages]









25









 








     IN WITNESS WHEREOF, this Agreement has been duly executed, sealed and delivered by the Parties
and Escrow Agent as of the Effective Date.



	 	 	 	 	 
	 	SELLER:





FORESTAR (USA) REAL ESTATE GROUP

INC., a Delaware corporation

 	 
	 	By:  	/s/ Michael Quinley
 	 
	 	 	Name:  	Michael Quinley 	 
	 	 	Its: Executive Vice President 	 
	 



[Signatures Continue on Following Pages]







 









 








(Purchaser’s Signature Page to Purchase and Sale Agreement)




	 	 	 	 	 
	 	PURCHASER:





PLUM CREEK TIMBERLANDS, L.P., a

Delaware limited partnership

 	 
	 	By:  	/s/ Rick R. Holley
 	 
	 	 	Name:  	Rick R. Holley 	 
	 	 	Title:  	President and CEO 	 
	 



[Signatures Continue on Following Page]






 









 








(Escrow Agent’s Signature Page to Purchase and Sale Agreement)




	 	 	 	 	 
	 	ESCROW AGENT:




FIRST AMERICAN TITLE INSURANCE COMPANY

 	 
	 	By:  	/s/ Kevin W. Wood
 	 
	 	 	Name:  	Kevin W. Wood 	 
	 	 	Title:  	VP/Counsel 	 
	 




 












 





Exhibit A




Description of the Property



	 	 	 	 	 
	COUNTY	 	COMPARTMENT	 	ACRES
	Cherokee
	 	10002	 	455
	Cherokee
	 	10030	 	619
	Cherokee/Chattooga
	 	10032	 	143
	Cherokee
	 	10080	 	1,011
	Cherokee
	 	10093	 	999
	Cherokee
	 	10094	 	114
	Cherokee
	 	10509	 	614
	Cherokee
	 	10553	 	694
	Cherokee
	 	10593	 	68
	Cherokee
	 	11001	 	724
	Cherokee
	 	11004	 	522
	Cherokee
	 	11035	 	1,039
	Cherokee
	 	11062	 	868
	Cherokee
	 	11200	 	279
	Cleburne
	 	11083	 	482
	Cleburne
	 	11144	 	555
	Cleburne
	 	11184	 	77
	Cleburne
	 	11209	 	210
	Cleburne
	 	12144	 	1,106
	Cleburne
	 	12146	 	88
	Cleburne
	 	12161	 	668
	Cleburne
	 	12170	 	107
	Cleburne
	 	12177	 	366
	Cleburne
	 	12195	 	119
	Cleburne
	 	12197	 	800
	Randolph
	 	12163	 	36
	Randolph
	 	13010	 	29
	Randolph
	 	13026	 	821
	Randolph
	 	13115	 	146
	Randolph
	 	13127	 	202
	Randolph
	 	13183	 	194
	Randolph
	 	13184	 	397
	Banks
	 	15001	 	453
	Carroll
	 	12066	 	115






Exhibit A Page 1 of 5









 






	 	 	 	 	 
	COUNTY	 	COMPARTMENT	 	ACRES
	Carroll
	 	12068	 	222
	Carroll
	 	12093	 	133
	Carroll
	 	12132	 	239
	Carroll
	 	12220	 	203
	Carroll
	 	12227	 	38
	Carroll
	 	12234	 	119
	Chattooga
	 	10023	 	996
	Chattooga
	 	10024	 	932
	Chattooga
	 	10036	 	40
	Chattooga
	 	10039	 	163
	Chattooga
	 	10049	 	32
	Chattooga
	 	10050	 	122
	Chattooga
	 	10085	 	269
	Chattooga
	 	10092	 	127
	Coweta
	 	12508	 	126
	Elbert
	 	15135	 	196
	Elbert
	 	15180	 	411
	Floyd
	 	10007	 	329
	Floyd
	 	10019	 	443
	Floyd/Cherokee, AL
	 	10068	 	549
	Floyd
	 	11008	 	42
	Floyd
	 	11045	 	633
	Floyd
	 	11192	 	307
	Floyd
	 	14609	 	234
	Floyd
	 	14538	 	124
	Floyd
	 	14608	 	316
	Floyd
	 	17011	 	112
	Franklin
	 	15023	 	279
	Franklin
	 	15027	 	124
	Franklin
	 	15028	 	279
	Franklin
	 	15030	 	73
	Franklin
	 	15026	 	77
	Franklin
	 	15042	 	115
	Franklin
	 	15034	 	111
	Gordon
	 	14501	 	160
	Gordon
	 	14507	 	45
	Hall
	 	15065	 	297






Exhibit A Page 2 of 5









 






	 	 	 	 	 
	COUNTY	 	COMPARTMENT	 	ACRES
	Haralson
	 	16084	 	124
	Haralson
	 	11086	 	225
	Haralson
	 	11087	 	163
	Haralson
	 	11092	 	250
	Haralson
	 	11094	 	178
	Haralson
	 	11095	 	289
	Haralson
	 	11097	 	162
	Haralson
	 	11098	 	554
	Haralson
	 	11099	 	817
	Haralson
	 	11100	 	776
	Haralson
	 	11109	 	61
	Haralson
	 	11110	 	90
	Haralson/Polk
	 	11119	 	292
	Haralson
	 	11181	 	303
	Haralson
	 	11229	 	199
	Haralson
	 	11248	 	18
	Haralson
	 	11252	 	93
	Haralson
	 	11254	 	335
	Haralson
	 	11264	 	124
	Haralson
	 	11265	 	86
	Haralson
	 	11266	 	37
	Haralson
	 	11267	 	201
	Haralson
	 	11268	 	82
	Haralson
	 	11269	 	107
	Haralson
	 	11270	 	175
	Haralson
	 	11274	 	692
	Haralson
	 	11275	 	858
	Haralson
	 	12625	 	202
	Haralson
	 	12700	 	479
	Haralson
	 	12701	 	532
	Haralson
	 	12702	 	294
	Haralson
	 	12708	 	247
	Haralson
	 	12709	 	180
	Hart
	 	15091	 	70
	Heard
	 	13051	 	126
	Heard
	 	13055	 	181
	Heard
	 	13060	 	385






Exhibit A Page 3 of 5









 






	 	 	 	 	 
	COUNTY	 	COMPARTMENT	 	ACRES
	Heard
	 	13101	 	773
	Heard
	 	13102	 	150
	Heard
	 	13130	 	242
	Heard/Troup
	 	13147	 	328
	Madison
	 	15158	 	201
	Madison
	 	15159	 	184
	Murray
	 	14023	 	541
	Polk
	 	11006	 	462
	Polk
	 	11015	 	133
	Polk
	 	11018	 	79
	Polk
	 	11022	 	646
	Polk
	 	11027	 	157
	Polk
	 	11028	 	21
	Polk
	 	11029	 	174
	Polk
	 	11056	 	120
	Polk
	 	11080	 	158
	Polk
	 	16116	 	93
	Polk
	 	11129	 	120
	Polk
	 	11167	 	119
	Polk
	 	11202	 	129
	Polk
	 	11238	 	47
	Polk
	 	11239	 	138
	Polk
	 	11285	 	41
	Stephens
	 	15082	 	131
	Troup
	 	13144	 	304
	Troup
	 	13191	 	219
	Walker
	 	10026	 	56
	Walker
	 	10056	 	48
	Walker
	 	10099	 	93
	Heard
	 	13143	 	115
	Heard
	 	13158	 	104
	Heard
	 	13136	 	76
	Heard
	 	13061	 	144
	Carroll
	 	12215	 	228
	Carroll
	 	12217	 	418
	Carroll
	 	12218	 	191
	Carroll
	 	12219	 	511






Exhibit A Page 4 of 5









 






	 	 	 	 	 
	COUNTY	 	COMPARTMENT	 	ACRES
	Carroll
	 	12206	 	623
	Carroll
	 	12207	 	261
	Floyd
	 	11048	 	46
	Floyd
	 	11049	 	71
	Floyd
	 	11169	 	95
	Haralson
	 	11249	 	94
	Haralson
	 	11096	 	188
	Haralson
	 	11284	 	82
	Haralson
	 	11250	 	22
	Haralson
	 	11251	 	118
	Haralson
	 	11172	 	1,151
	Haralson
	 	11103	 	498
	Haralson
	 	11117	 	192
	Haralson
	 	11257	 	156
	Haralson
	 	11256	 	75
	Chattooga
	 	10088	 	686
	Chattooga
	 	10101	 	651
	Cleburne
	 	12148	 	139
	Cleburne
	 	12152	 	226
	Cleburne
	 	12153	 	82
	Cleburne
	 	12165	 	41
	Cleburne
	 	12183	 	39
	Cleburne
	 	12193	 	63
	Cleburne
	 	12184	 	80
	Gordon
	 	14063	 	434
	Gordon
	 	14073	 	1,245
	Gordon
	 	14048	 	895
	 
	 	 	 	 
	 
	 	 	 	50,071
	 
	 	 	 	 






As such Property is more particularly described in the Title Commitments as described on Exhibit G
attached hereto.






Exhibit A Page 5 of 5









 








Exhibit B — Contracts




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	K50	 	 	F’Star	 	 	 	 	 	 	 	 	 	 	 	 
	LSE	 	 	 	 	 	LSENOAC	 	 	LSENOAC	 	 	Retained	 	 	Payment	 	 	Payment	 	 	 	 	 	 
	NO	 	ST	 	COUNTY	 	RES	 	 	RES	 	 	Acres	 	 	Amount	 	 	Balance	 	 	LSECOMP	 	 	CUST_NAME
	 
	4
	 	GA	 	HARALSON	 	 	478.04	 	 	 	478.04	 	 	 	0	 	 	 	 	 	 	$	(4,321.48	)	 	 	1100: 1181	 	 	ADDISON HUNTING CLUB
	15
	 	GA	 	FRANKLIN	 	 	278.57	 	 	 	278.57	 	 	 	0	 	 	$	3,008.56	 	 	$	—	 	 	 	5028	 	 	CLARKS CREEK HUNTING CLUB
	17
	 	GA	 	BANKS	 	 	453.33	 	 	 	453.33	 	 	 	0	 	 	 	 	 	 	$	(3,807.97	)	 	 	5001	 	 	DYER ROAD HUNTING CLUB
	18
	 	GA	 	MADISON	 	 	184.18	 	 	 	184.18	 	 	 	0	 	 	 	 	 	 	$	(1,740.50	)	 	 	5159	 	 	JOSH SHOEMAKER HUNTING CLUB
	21
	 	GA	 	HARALSON	 	 	94.84	 	 	 	94.84	 	 	 	0	 	 	 	 	 	 	$	(904.77	)	 	 	1110	 	 	BARRACLOUGH HUNTING CLUB
	27
	 	GA	 	POLK	 	 	132.64	 	 	 	132.64	 	 	 	0	 	 	$	1,573.11	 	 	$	—	 	 	 	1015	 	 	POTASH ROAD HUNTING CLUB
	31
	 	GA	 	HARALSON	 	 	132.68	 	 	 	132.68	 	 	 	0	 	 	$	1,194.12	 	 	$	—	 	 	 	1264:1265:	 	 	BENT TREE HUNTING CLUB
	38
	 	GA	 	POLK	 	 	120.4	 	 	 	120.4	 	 	 	0	 	 	$	1,169.08	 	 	$	—	 	 	 	1056	 	 	BIG CEDAR CREEK HUNTING CLUB
	42
	 	GA	 	MADISON	 	 	200.74	 	 	 	200.74	 	 	 	0	 	 	 	 	 	 	$	(1,686.22	)	 	 	5158	 	 	Non- Renewal notification received
	95
	 	GA	 	HARALSON	 	 	174.93	 	 	 	174.93	 	 	 	0	 	 	 	 	 	 	$	(1,399.44	)	 	 	1270:	 	 	CROSS ROADS
	106
	 	GA	 	HARALSON	 	 	1036.7	 	 	 	1036.7	 	 	 	0	 	 	$	9,216.44	 	 	$	—	 	 	 	1094: 1275	 	 	CHOP LANDER’S HUNTING CLUB
	123
	 	GA	 	HARALSON	 	 	498.6	 	 	 	498.6	 	 	 	0	 	 	 	 	 	 	$	(4,736.70	)	 	 	1103	 	 	CASHTOWN BIG BUCK CLUB
	140
	 	GA	 	HARALSON	 	 	61.96	 	 	 	61.96	 	 	 	0	 	 	 	 	 	 	$	(601.01	)	 	 	1249	 	 	BIG DADDY HUNTING CLUB
	173
	 	GA	 	HARALSON	 	 	277.6	 	 	 	250.9	 	 	 	-26.7	 	 	$	2,220.80	 	 	$	—	 	 	 	1092: 1260	 	 	FLATWOODS CREEK HUNTING CLUB
	186
	 	GA	 	FLOYD	 	 	124.1	 	 	 	124.1	 	 	 	0	 	 	$	992.80	 	 	$	—	 	 	 	4538	 	 	S & C HUNTING CLUB
	258
	 	GA	 	HARALSON	 	 	161.9	 	 	 	161.9	 	 	 	0	 	 	$	1,484.62	 	 	$	—	 	 	 	1098	 	 	KELLY LOOP HUNTING CLUB
	269
	 	GA	 	GORDON	 	 	1244.9	 	 	 	1244.9	 	 	 	0	 	 	 	 	 	 	$	(11,253.44	)	 	 	4073	 	 	BLACK KNOB HUNTING CLUB
	273
	 	GA	 	POLK	 	 	827.3	 	 	 	827.3	 	 	 	0	 	 	$	6,949.32	 	 	$	—	 	 	 	1006: 1022	 	 	LAKE CREEK HUNTING CLUB
	274
	 	GA	 	POLK	 	 	281.16	 	 	 	281.16	 	 	 	0	 	 	$	2,403.92	 	 	$	—	 	 	 	1022	 	 	LAKE HUNTING CLUB
	277
	 	GA	 	HARALSON	 	 	370.84	 	 	 	370.84	 	 	 	0	 	 	 	 	 	 	$	(3,352.39	)	 	 	1100	 	 	LASSETTAR CREEK HUNTING CLUB
	293
	 	GA	 	FRANKLIN	 	 	111.17	 	 	 	111.17	 	 	 	0	 	 	$	1,221.76	 	 	$	—	 	 	 	5034	 	 	THE PARK HUNTING CLUB
	294
	 	GA	 	FRANKLIN	 	 	77.89	 	 	 	77.89	 	 	 	0	 	 	$	882.49	 	 	$	—	 	 	 	5026	 	 	YOUNG GUNS HUNTING CLUB
	303
	 	GA	 	HARALSON	 	 	32.21	 	 	 	32.21	 	 	 	0	 	 	$	500.00	 	 	$	—	 	 	 	1100	 	 	MCCOLLUM HUNTING CLUB
	308
	 	GA	 	FRANKLIN	 	 	115.05	 	 	 	115.05	 	 	 	0	 	 	$	1,265.55	 	 	$	—	 	 	 	5042	 	 	SOLID ROCK HUNTING CLUB
	332
	 	GA	 	POLK	 	 	138.29	 	 	 	138.29	 	 	 	0	 	 	 	 	 	 	$	(1,452.05	)	 	 	1239	 	 	Non- Renewal notification received
	336
	 	GA	 	HARALSON	 	 	360.18	 	 	 	360.18	 	 	 	0	 	 	 	 	 	 	$	(3,256.03	)	 	 	1096: 1249:

 1250: 1251	 	 	BUCK BLASTERS
	343
	 	GA	 	HARALSON	 	 	101.19	 	 	 	101.19	 	 	 	0	 	 	 	 	 	 	$	(958.27	)	 	 	1095	 	 	NORRIS HUNTING CLUB
	349
	 	GA	 	ELBERT	 	 	196.14	 	 	 	196.14	 	 	 	0	 	 	$	2,143.81	 	 	$	—	 	 	 	5135	 	 	BREWERS BRIDGE RD HUNTING CLUB
	352
	 	GA	 	HARALSON	 	 	199	 	 	 	199	 	 	 	0	 	 	$	1,918.36	 	 	$	—	 	 	 	1229	 	 	PANTHER CREEK HUNTING CLUB
	355
	 	GA	 	HARALSON	 	 	429.06	 	 	 	429.06	 	 	 	0	 	 	 	 	 	 	$	(4,140.43	)	 	 	1098: 1266	 	 	BUCK TAIL HUNTING CLUB






Exhibit B Page 1 of 6









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	K50	 	 	F’Star	 	 	 	 	 	 	 	 	 	 	 	 
	LSE	 	 	 	 	 	LSENOAC	 	 	LSENOAC	 	 	Retained	 	 	Payment	 	 	Payment	 	 	 	 	 	 
	NO	 	ST	 	COUNTY	 	RES	 	 	RES	 	 	Acres	 	 	Amount	 	 	Balance	 	 	LSECOMP	 	 	CUST_NAME
	 
	362
	 	GA	 	POLK	 	 	58.04	 	 	 	58.04	 	 	 	0	 	 	$	529.91	 	 	$	—	 	 	 	1018	 	 	PIEDMONT HWY HUNTING CLUB
	372
	 	GA	 	HARALSON	 	 	11.95	 	 	 	11.95	 	 	 	0	 	 	 	 	 	 	$	(109.82	)	 	 	1181	 	 	BIG OAK HUNTING CLUB
	386
	 	AL	 	RANDOLPH	 	 	589.13	 	 	 	589.13	 	 	 	0	 	 	$	3,534.78	 	 	$	—	 	 	 	3183: 3184	 	 	BACK WATER HUNTING CLUB
	437
	 	GA	 	MURRAY	 	 	540.9	 	 	 	540.9	 	 	 	0	 	 	$	4,543.56	 	 	$	—	 	 	 	4023	 	 	LITTLE BIG HORN
	440
	 	AL	 	RANDOLPH	 	 	821.1	 	 	 	821.1	 	 	 	0	 	 	 	 	 	 	$	(5,788.75	)	 	 	3026	 	 	J.S. HUNTING CLUB
	461
	 	AL	 	CHEROKEE	 	 	723.29	 	 	 	723.29	 	 	 	0	 	 	$	5,099.19	 	 	$	—	 	 	 	1001:	 	 	EGYPT HUNTING CLUB
	462
	 	GA	 	FRANKLIN	 	 	123.6	 	 	 	123.6	 	 	 	0	 	 	$	1,353.42	 	 	$	—	 	 	 	5027	 	 	TERRY, STEVEN
	464
	 	GA	 	HARALSON	 	 	187.8	 	 	 	187.8	 	 	 	0	 	 	$	1,919.32	 	 	$	—	 	 	 	1095	 	 	WW & W HUNTING CLUB
	465
	 	GA	 	HARALSON	 	 	76.68	 	 	 	76.68	 	 	 	0	 	 	 	 	 	 	$	(793.64	)	 	 	1265	 	 	J & J HUNTING CLUB
	472
	 	GA	 	HARALSON	 	 	264.58	 	 	 	264.58	 	 	 	0	 	 	 	 	 	 	$	(2,415.62	)	 	 	1099: 1267	 	 	TRIPLE BEND HUNTING CLUB
	474
	 	GA	 	HARALSON	 	 	1180.7	 	 	 	1180.7	 	 	 	0	 	 	 	 	 	 	$	(10,496.51	)	 	 	1086: 1087:

 1099: 1100:

 1181: 1268:

 1269	 	 	TRUCK CAB HUNTING CLUB
	512
	 	GA	 	HARALSON	 	 	585.6	 	 	 	335	 	 	 	-250.6	 	 	$	5,246.98	 	 	$	—	 	 	 	1111: 1254	 	 	WHITETAIL HEADHUNTERS HUNTING
	520
	 	GA	 	HARALSON	 	 	56.14	 	 	 	56.14	 	 	 	0	 	 	$	500.00	 	 	$	—	 	 	 	1109:	 	 	WINTERS HUNTING CLUB
	532
	 	GA	 	GORDON	 	 	45.07	 	 	 	45.07	 	 	 	0	 	 	$	500.00	 	 	$	—	 	 	 	4507:	 	 	HORSESHOE HUNTING CLUB
	566
	 	GA	 	TROUP	 	 	104.53	 	 	 	104.53	 	 	 	0	 	 	$	1,118.47	 	 	$	—	 	 	 	3147	 	 	CANEY CREEK HUNTING PRESERVE
	572
	 	GA	 	HEARD	 	 	114.58	 	 	 	114.58	 	 	 	0	 	 	$	1,246.63	 	 	$	—	 	 	 	3143	 	 	CALDWELL, GEORGE
	589
	 	GA	 	TROUP	 	 	218.97	 	 	 	218.97	 	 	 	0	 	 	$	2,362.69	 	 	$	—	 	 	 	3191	 	 	BIG LAZIER HUNTING CLUB
	599
	 	GA	 	TROUP	 	 	222.79	 	 	 	222.79	 	 	 	0	 	 	 	 	 	 	$	(2,227.90	)	 	 	3147	 	 	Non- Renewal notification received
	623
	 	GA	 	HEARD	 	 	144	 	 	 	144	 	 	 	0	 	 	 	 	 	 	$	(1,742.40	)	 	 	3061:	 	 	PAUL CALDWELL HUNTING CLUB
	633
	 	GA	 	TROUP	 	 	304.26	 	 	 	304.26	 	 	 	0	 	 	$	3,587.23	 	 	$	—	 	 	 	3144	 	 	WHITEWATER CREEK SPORTSMANS CLUB
	735
	 	GA	 	FLOYD	 	 	495	 	 	 	495	 	 	 	0	 	 	$	3,766.95	 	 	$	—	 	 	 	0068:	 	 	ALABAMA LINE HUNTING CLUB
	736
	 	AL	 	CHEROKEE	 	 	112.69	 	 	 	112.69	 	 	 	0	 	 	$	850.81	 	 	$	—	 	 	 	0094	 	 	ATKINS HOLLOW HUNTING CLUB
	743
	 	AL	 	CHEROKEE	 	 	53.97	 	 	 	53.97	 	 	 	0	 	 	 	 	 	 	$	(500.00	)	 	 	0068	 	 	BEAVER POND HUNTING CLUB
	776
	 	AL	 	CHEROKEE	 	 	1073.5	 	 	 	1073.5	 	 	 	0	 	 	$	7,439.35	 	 	$	—	 	 	 	0002: 0030:	 	 	HENDERSON BRIDGE RD. HUNTING C
	785
	 	AL	 	CHEROKEE	 	 	143.63	 	 	 	143.63	 	 	 	0	 	 	 	 	 	 	$	(1,055.68	)	 	 	0032	 	 	HAROLD HUNTING CLUB
	795
	 	AL	 	CHEROKEE	 	 	1003.8	 	 	 	1003.8	 	 	 	0	 	 	 	 	 	 	$	(7,056.50	)	 	 	0093	 	 	MAGGIE VALLEY HUNTING CLUB
	803
	 	GA	 	CHATTOOGA	 	 	1004.5	 	 	 	1004.5	 	 	 	0	 	 	$	8,136.69	 	 	$	—	 	 	 	0023:	 	 	CROSS HUNTING CLUB
	805
	 	GA	 	CHATTOOGA	 	 	162.97	 	 	 	162.97	 	 	 	0	 	 	 	 	 	 	$	(2,118.61	)	 	 	0039	 	 	HARRISON HUNTING CLUB






Exhibit B Page 2 of 6









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	K50	 	 	F’Star	 	 	 	 	 	 	 	 	 	 	 	 
	LSE	 	 	 	 	 	LSENOAC	 	 	LSENOAC	 	 	Retained	 	 	Payment	 	 	Payment	 	 	 	 	 	 
	NO	 	ST	 	COUNTY	 	RES	 	 	RES	 	 	Acres	 	 	Amount	 	 	Balance	 	 	LSECOMP	 	 	CUST_NAME
	 
	831
	 	AL	 	CHEROKEE	 	 	613.61	 	 	 	613.61	 	 	 	0	 	 	 	 	 	 	$	(4,338.22	)	 	 	0509:	 	 	YELLOW CREEK HUNTING CLUB
	868
	 	AL	 	RANDOLPH	 	 	145.88	 	 	 	145.88	 	 	 	0	 	 	 	 	 	 	$	(1,086.81	)	 	 	3115	 	 	DOUG GRAY CLUB
	933
	 	GA	 	CARROLL	 	 	238.5	 	 	 	238.5	 	 	 	0	 	 	$	2,501.86	 	 	$	—	 	 	 	2132	 	 	WHOOPING CREEK HUNTING CLUB
	938
	 	GA	 	HARALSON	 	 	242.18	 	 	 	242.18	 	 	 	0	 	 	$	2,206.26	 	 	$	—	 	 	 	2708	 	 	CIRCLE SIX GUN & BOW H. C.
	941
	 	AL	 	CLEBURNE	 	 	319.92	 	 	 	319.92	 	 	 	0	 	 	$	2,309.82	 	 	$	—	 	 	 	2148: 2152: 2153	 	 	RIVERBEND HUNTING CLUB
	959
	 	GA	 	CARROLL	 	 	316.37	 	 	 	261.37	 	 	 	-55	 	 	 	 	 	 	$	(2,901.11	)	 	 	2207: 2221	 	 	BULLDOG HUNT CLUB
	984
	 	GA	 	CARROLL	 	 	501.18	 	 	 	501.18	 	 	 	0	 	 	 	 	 	 	$	(4,655.96	)	 	 	2066: 3060:	 	 	LOG PILE HUNTING CLUB
	1017
	 	GA	 	FLOYD	 	 	234	 	 	 	234	 	 	 	0	 	 	 	 	 	 	$	(1,944.54	)	 	 	4609	 	 	Non- Renewal notification received
	1025
	 	GA	 	CARROLL	 	 	623.03	 	 	 	623.03	 	 	 	0	 	 	 	 	 	 	$	(5,825.33	)	 	 	2206	 	 	FAIR WEATHER II HUNTING CLUB
	2027
	 	GA	 	HARALSON	 	 	57.42	 	 	 	57.42	 	 	 	0	 	 	$	543.19	 	 	$	—	 	 	 	1099: 1100	 	 	BETHLEHEM HUNTING CLUB
	2043
	 	GA	 	POLK	 	 	120.38	 	 	 	120.38	 	 	 	0	 	 	$	1,079.89	 	 	$	—	 	 	 	1129	 	 	WOLF DEN HUNTING CLUB
	2066
	 	AL	 	CLEBURNE	 	 	210.49	 	 	 	210.49	 	 	 	0	 	 	 	 	 	 	$	—	 	 	 	1209	 	 	Not Leased
	2067
	 	AL	 	CLEBURNE	 	 	560.38	 	 	 	560.38	 	 	 	0	 	 	 	 	 	 	$	(3,978.70	)	 	 	1144	 	 	GOLD MINE HUNTING CLUB
	2069
	 	GA	 	HARALSON	 	 	279.66	 	 	 	279.66	 	 	 	0	 	 	$	2,550.50	 	 	$	—	 	 	 	1099	 	 	BOTTOM CREEK HUNTING CLUB
	2078
	 	GA	 	CHATTOOGA	 	 	1614.6	 	 	 	1337.1	 	 	 	-277.5	 	 	$	9,380.94	 	 	$	—	 	 	 	0084: 0088: 0101	 	 	BAT CAVE HUNTING CLUB
	2084
	 	AL	 	CHEROKEE	 	 	696.37	 	 	 	696.37	 	 	 	0	 	 	$	4,923.34	 	 	$	—	 	 	 	0553:	 	 	CULLSTIGH CREEK HUNTING CLUB
	3149
	 	GA	 	GORDON	 	 	159.95	 	 	 	159.95	 	 	 	0	 	 	$	1,404.36	 	 	$	—	 	 	 	4501	 	 	RED BUD CREEK HUNTING CLUB
	3159
	 	GA	 	HARALSON	 	 	348.05	 	 	 	348.05	 	 	 	0	 	 	$	3,692.81	 	 	$	—	 	 	 	1117: 1257	 	 	DIXIE MITCHELL HUNTING CLUB
	3160
	 	GA	 	WALKER	 	 	54.1	 	 	 	54.1	 	 	 	0	 	 	$	511.24	 	 	$	—	 	 	 	0026	 	 	COFFMAN HUNTING CLUB
	3170
	 	GA	 	ELBERT	 	 	413.34	 	 	 	413.34	 	 	 	0	 	 	 	 	 	 	$	(4,431.00	)	 	 	5180	 	 	DOWDY, MIKE
	3184
	 	GA	 	HEARD	 	 	76.97	 	 	 	76.97	 	 	 	0	 	 	$	615.76	 	 	$	—	 	 	 	3136	 	 	KIN FOLKS
	3201
	 	GA	 	FLOYD	 	 	94.75	 	 	 	94.75	 	 	 	0	 	 	$	839.48	 	 	$	—	 	 	 	1169	 	 	BIG RIDGE HUNTING CLUB
	3202
	 	GA	 	HARALSON	 	 	511	 	 	 	511	 	 	 	0	 	 	$	4,619.44	 	 	$	—	 	 	 	1172	 	 	COVERED BRIDGE HUNTING CLUB
	3212
	 	GA	 	HARALSON	 	 	876.28	 	 	 	876.28	 	 	 	0	 	 	$	8,587.54	 	 	$	—	 	 	 	1097: 1248: 1274	 	 	GPS HARALSON MONROE HUNT CLUB
	3261
	 	GA	 	HEARD	 	 	242.04	 	 	 	242.04	 	 	 	0	 	 	 	 	 	 	$	(3,146.52	)	 	 	3130	 	 	TROPHY RIDGE HUNTING CLUB
	3263
	 	GA	 	HARALSON	 	 	75	 	 	 	75	 	 	 	0	 	 	 	 	 	 	$	(777.00	)	 	 	1256	 	 	CHURCH HUNTING CLUB
	3286
	 	GA	 	HEARD	 	 	104.15	 	 	 	104.15	 	 	 	0	 	 	 	 	 	 	$	(1,708.06	)	 	 	3158	 	 	Non- Renewal notification received
	3389
	 	GA	 	HARALSON	 	 	640.07	 	 	 	640.07	 	 	 	0	 	 	 	 	 	 	$	(5,760.63	)	 	 	1172	 	 	SHAW'S CLUB
	3394
	 	GA	 	FRANKLIN	 	 	279.45	 	 	 	279.45	 	 	 	0	 	 	$	2,911.87	 	 	$	—	 	 	 	5023	 	 	TRINITY HUNTING CLUB
	3451
	 	AL	 	CHEROKEE	 	 	279.77	 	 	 	279.77	 	 	 	0	 	 	 	 	 	 	$	(1,678.62	)	 	 	1200:	 	 	STRICK N STRING HUNTING CLUB
	3462
	 	GA	 	HALL	 	 	297.15	 	 	 	297.15	 	 	 	0	 	 	 	 	 	 	$	(3,033.90	)	 	 	5065	 	 	BIG BUCKS HUNTING CLUB
	3464
	 	GA	 	CARROLL	 	 	133.21	 	 	 	133.21	 	 	 	0	 	 	$	1,309.45	 	 	$	—	 	 	 	2093	 	 	HWY 5 HUNTING CLUB






Exhibit B Page 3 of 6









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	K50	 	 	F’Star	 	 	 	 	 	 	 	 	 	 	 	 
	LSE	 	 	 	 	 	LSENOAC	 	 	LSENOAC	 	 	Retained	 	 	Payment	 	 	Payment	 	 	 	 	 	 
	NO	 	ST	 	COUNTY	 	RES	 	 	RES	 	 	Acres	 	 	Amount	 	 	Balance	 	 	LSECOMP	 	 	CUST_NAME
	 
	3468
	 	AL	 	RANDOLPH	 	 	35.92	 	 	 	35.92	 	 	 	0	 	 	 	 	 	 	$	(500.00	)	 	 	2163	 	 	COOL SPRINGS HUNTING CLUB
	3469
	 	GA	 	HEARD	 	 	331.11	 	 	 	331.11	 	 	 	0	 	 	$	3,526.32	 	 	$	—	 	 	 	3055: 3102	 	 	HEARD COUNTY SPORTSMAN CLUB
	3486
	 	GA	 	HEARD	 	 	773.58	 	 	 	773.58	 	 	 	0	 	 	$	8,130.33	 	 	$	—	 	 	 	3101	 	 	HILLABAHATCHEE HUNTING CLUB
	3577
	 	GA	 	POLK	 	 	157.01	 	 	 	157.01	 	 	 	0	 	 	$	1,461.76	 	 	$	—	 	 	 	1027	 	 	WANNABEA HUNTING CLUB
	3578
	 	GA	 	HEARD	 	 	125.54	 	 	 	125.54	 	 	 	0	 	 	 	 	 	 	$	(1,255.40	)	 	 	3051	 	 	Non- Renewal notification received
	3579
	 	GA	 	HARALSON	 	 	126.73	 	 	 	126.73	 	 	 	0	 	 	$	1,131.70	 	 	$	—	 	 	 	6084	 	 	POOLE HUNTING CLUB
	3580
	 	GA	 	WALKER	 	 	91.91	 	 	 	91.91	 	 	 	0	 	 	 	 	 	 	$	(912.67	)	 	 	0099	 	 	Non- Renewal notification received
	3584
	 	GA	 	CHATTOOGA	 	 	118.86	 	 	 	39.76	 	 	 	-79.1	 	 	$	1,123.23	 	 	$	—	 	 	 	0036: 0053	 	 	LAUGHING JACK BEAGLE CLUB
	3594
	 	AL	 	CLEBURNE	 	 	218.92	 	 	 	218.92	 	 	 	0	 	 	$	1,313.52	 	 	$	—	 	 	 	2197	 	 	BONE COLLECTORS HUNTING CLUB
	3615
	 	GA	 	POLK	 	 	157.97	 	 	 	157.97	 	 	 	0	 	 	$	1,540.21	 	 	$	—	 	 	 	1080	 	 	OLD SHAKEY HUNTING CLUB
	3616
	 	AL	 	CLEBURNE	 	 	76.56	 	 	 	76.56	 	 	 	0	 	 	 	 	 	 	$	(615.54	)	 	 	1184	 	 	MUSCADINE HUNTING CLUB
	3650
	 	AL	 	CLEBURNE	 	 	1105.7	 	 	 	1105.7	 	 	 	0	 	 	 	 	 	 	$	(7,607.00	)	 	 	2144	 	 	BENNETT CREEK HUNTING CLUB
	3666
	 	GA	 	WALKER	 	 	49.75	 	 	 	49.75	 	 	 	0	 	 	 	 	 	 	$	(509.94	)	 	 	0056	 	 	NAO
	3667
	 	AL	 	CLEBURNE	 	 	37.4	 	 	 	37.4	 	 	 	0	 	 	 	 	 	 	$	(500.00	)	 	 	2170	 	 	Non- Renewal notification received
	3680
	 	GA	 	POLK	 	 	166.61	 	 	 	166.61	 	 	 	0	 	 	$	1,456.17	 	 	$	—	 	 	 	1167: 1238	 	 	ESOM HILL HUNTING CLUB
	3690
	 	GA	 	POLK	 	 	291.72	 	 	 	291.72	 	 	 	0	 	 	 	 	 	 	$	(2,488.37	)	 	 	1119	 	 	HARD ROCK HUNTING CLUB
	3696
	 	GA	 	CHATTOOGA	 	 	154.25	 	 	 	154.25	 	 	 	0	 	 	$	1,234.00	 	 	$	—	 	 	 	0049: 0050	 	 	SOUTHERN BOYS HUNTING
	3698
	 	GA	 	FLOYD	 	 	71.23	 	 	 	71.23	 	 	 	0	 	 	$	651.75	 	 	$	—	 	 	 	1049	 	 	LONESOME PINES HUNTING CLUB
	3712
	 	AL	 	CHEROKEE	 	 	67.42	 	 	 	67.42	 	 	 	0	 	 	$	516.44	 	 	$	—	 	 	 	0593	 	 	DMIL HUNTING CLUB
	3722
	 	GA	 	HARALSON	 	 	93.55	 	 	 	93.55	 	 	 	0	 	 	 	 	 	 	$	(748.40	)	 	 	6116	 	 	PCPA
	3726
	 	GA	 	CARROLL	 	 	38.28	 	 	 	38.28	 	 	 	0	 	 	$	505.30	 	 	$	—	 	 	 	2227	 	 	STATELINE HUNTING CLUB
	3729
	 	AL	 	CLEBURNE	 	 	482.09	 	 	 	482.09	 	 	 	0	 	 	$	3,393.91	 	 	$	—	 	 	 	1083:	 	 	BUCK HUNTERS HUNTING CLUB
	3738
	 	GA	 	HARALSON	 	 	495.6	 	 	 	495.6	 	 	 	0	 	 	 	 	 	 	$	(3,964.80	)	 	 	2625: 2702:	 	 	POACHERS PARADISE HUNTING CLUB
	3761
	 	AL	 	CLEBURNE	 	 	356.87	 	 	 	356.87	 	 	 	0	 	 	$	3,026.26	 	 	$	—	 	 	 	2197	 	 	RIVERSIDE HUNTING CLUB
	3799
	 	GA	 	POLK	 	 	178.92	 	 	 	178.92	 	 	 	0	 	 	 	 	 	 	$	(1,943.07	)	 	 	1029	 	 	POLK COUNTY SPORTSMANS CLUB
	3864
	 	AL	 	CLEBURNE	 	 	380.85	 	 	 	380.85	 	 	 	0	 	 	 	 	 	 	$	(2,799.25	)	 	 	2161	 	 	C & C HUNTING CLUB
	3882
	 	AL	 	CLEBURNE	 	 	592.88	 	 	 	592.88	 	 	 	0	 	 	 	 	 	 	$	(4,209.45	)	 	 	2177: 2197	 	 	TALLAPOOSA RIVER HUNTING CLUB
	3921
	 	AL	 	CLEBURNE	 	 	69.35	 	 	 	69.35	 	 	 	0	 	 	$	502.79	 	 	$	—	 	 	 	2170	 	 	JOEYS DEER LEASE
	3986
	 	GA	 	FLOYD	 	 	307.06	 	 	 	307.06	 	 	 	0	 	 	$	2,914.00	 	 	$	—	 	 	 	1192	 	 	C & C HUNTING CLUB
	4052
	 	GA	 	CHATTOOGA	 	 	169.91	 	 	 	169.91	 	 	 	0	 	 	 	 	 	 	$	(1,427.24	)	 	 	0024	 	 	RUFF CREEK HUNTING CLUB






Exhibit B Page 4 of 6









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	K50	 	 	F’Star	 	 	 	 	 	 	 	 	 	 	 	 
	LSE	 	 	 	 	 	LSENOAC	 	 	LSENOAC	 	 	Retained	 	 	Payment	 	 	Payment	 	 	 	 	 	 
	NO	 	ST	 	COUNTY	 	RES	 	 	RES	 	 	Acres	 	 	Amount	 	 	Balance	 	 	LSECOMP	 	 	CUST_NAME
	 
	4084
	 	AL	 	CHEROKEE	 	 	1139.6	 	 	 	1139.6	 	 	 	0	 	 	 	 	 	 	$	(7,191.07	)	 	 	1035: 1062:	 	 	SANDY CREEK HUNTING CLUB
	4107
	 	GA	 	POLK	 	 	41.32	 	 	 	41.32	 	 	 	0	 	 	 	 	 	 	$	(630.13	)	 	 	1285	 	 	BUCK RIDGE
	4130
	 	AL	 	RANDOLPH	 	 	202.01	 	 	 	202.01	 	 	 	0	 	 	 	 	 	 	$	(614.11	)	 	 	3127:	 	 	PIKE, JERRY
	4138
	 	GA	 	FLOYD	 	 	315.94	 	 	 	315.94	 	 	 	0	 	 	$	2,527.52	 	 	$	—	 	 	 	4608:	 	 	LAZY J HUNTING CLUB
	4182
	 	GA	 	STEPHENS	 	 	131.42	 	 	 	131.42	 	 	 	0	 	 	 	 	 	 	$	(1,577.04	)	 	 	5082	 	 	Non- Renewal notification received
	4183
	 	GA	 	FRANKLIN	 	 	73.47	 	 	 	73.47	 	 	 	0	 	 	 	 	 	 	$	(734.70	)	 	 	5030	 	 	RED NECK HUNTERS
	4289
	 	GA	 	FLOYD	 	 	749.16	 	 	 	749.16	 	 	 	0	 	 	$	5,993.28	 	 	$	—	 	 	 	1045: 7011	 	 	BWs SPORTSMAN CLUB formerly TSB HUNTING CLUB
	4292
	 	AL	 	CHEROKEE	 	 	540.66	 	 	 	540.66	 	 	 	0	 	 	$	3,806.25	 	 	$	—	 	 	 	0080	 	 	CHEROKEE CNTY BOWHUNTERS
	4293
	 	GA	 	CHATTOOGA	 	 	268.61	 	 	 	268.61	 	 	 	0	 	 	$	2,197.23	 	 	$	—	 	 	 	0085:	 	 	HAPPY HOLLOW HUNTING CLUB
	4294
	 	AL	 	CHEROKEE	 	 	470.36	 	 	 	470.36	 	 	 	0	 	 	$	3,259.59	 	 	$	—	 	 	 	0080	 	 	HENDERSON BRIDGE RD. HUNTING C
	4297
	 	AL	 	CLEBURNE	 	 	118.78	 	 	 	118.78	 	 	 	0	 	 	 	 	 	 	$	(838.59	)	 	 	2195	 	 	KNOKES CREEK HUNTING CLUB
	4298
	 	GA	 	FLOYD	 	 	769.88	 	 	 	769.88	 	 	 	0	 	 	 	 	 	 	$	(6,112.85	)	 	 	0007: 0019	 	 	KRANNERT HUNTING CLUB
	4299
	 	AL	 	CLEBURNE	 	 	87.54	 	 	 	87.54	 	 	 	0	 	 	$	547.12	 	 	$	—	 	 	 	2146:	 	 	HIGHPOINT RABBIT HUNTING CLUB
	4302
	 	AL	 	CLEBURNE	 	 	119.64	 	 	 	119.64	 	 	 	0	 	 	$	879.35	 	 	$	—	 	 	 	2183: 2184:	 	 	J.C.’S HUNTING CLUB
	4307
	 	AL	 	CHEROKEE	 	 	526.25	 	 	 	526.25	 	 	 	0	 	 	 	 	 	 	$	(3,604.81	)	 	 	1004	 	 	INDIAN MOUNTAIN HUNTING CLUB
	4308
	 	AL	 	CHEROKEE	 	 	587.71	 	 	 	587.71	 	 	 	0	 	 	 	 	 	 	$	(4,113.97	)	 	 	1062	 	 	BUCK HILL
	4309
	 	AL	 	CHEROKEE	 	 	179	 	 	 	179	 	 	 	0	 	 	 	 	 	 	$	(1,074.00	)	 	 	1035	 	 	LAST SHOT
	4311
	 	AL	 	CLEBURNE	 	 	288	 	 	 	288	 	 	 	0	 	 	$	1,684.80	 	 	$	—	 	 	 	2161	 	 	REDNECK HUNTING CLUB
	4320
	 	AL	 	CLEBURNE	 	 	128	 	 	 	128	 	 	 	0	 	 	 	 	 	 	$	(640.00	)	 	 	2152	 	 	SPORTSMAN HUNTING CLUB
	4328
	 	GA	 	CARROLL	 	 	387.83	 	 	 	221.73	 	 	 	-166.1	 	 	 	 	 	 	$	(3,602.94	)	 	 	2068: 2082:	 	 	LOG PILE HUNTING CLUB
	4329
	 	GA	 	HARALSON	 	 	478.46	 	 	 	478.46	 	 	 	0	 	 	 	 	 	 	$	(3,827.68	)	 	 	2700:	 	 	CHIGGER RIDGE HUNTING CLUB
	4330
	 	GA	 	FLOYD	 	 	49.48	 	 	 	49.48	 	 	 	0	 	 	 	 	 	 	$	(500.00	)	 	 	1048	 	 	BUCK HEAD HUNT CLUB
	4334
	 	GA	 	POLK	 	 	129.69	 	 	 	129.69	 	 	 	0	 	 	$	823.53	 	 	$	—	 	 	 	1202	 	 	CAPE HUNTING CLUB
	4341
	 	GA	 	HARALSON	 	 	532.01	 	 	 	532.01	 	 	 	0	 	 	 	 	 	 	$	(4,256.08	)	 	 	2701	 	 	POACHERS PARADISE HUNTING CLUB
	4344
	 	GA	 	CARROLL	 	 	203.37	 	 	 	203.37	 	 	 	0	 	 	$	1,932.02	 	 	$	—	 	 	 	2220	 	 	C AND S HUNTING CLUB
	4345
	 	GA	 	CARROLL	 	 	511.32	 	 	 	511.32	 	 	 	0	 	 	 	 	 	 	$	(4,729.71	)	 	 	2219	 	 	LET-R-RIP HUNTING CLUB
	4346
	 	GA	 	CARROLL	 	 	608.22	 	 	 	608.22	 	 	 	0	 	 	 	 	 	 	$	(5,778.09	)	 	 	2217: 2218	 	 	BW HUNTING CLUB
	4349
	 	GA	 	CARROLL	 	 	228.2	 	 	 	228.2	 	 	 	0	 	 	$	2,053.80	 	 	$	—	 	 	 	2215	 	 	TURKEY CREEK HUNTING CLUB
	4350
	 	GA	 	CHATTOOGA	 	 	753.54	 	 	 	753.54	 	 	 	0	 	 	$	6,103.67	 	 	$	—	 	 	 	0024:	 	 	CROSS HUNTING CLUB
	4359
	 	GA	 	GORDON	 	 	1328.9	 	 	 	1328.9	 	 	 	0	 	 	 	 	 	 	 	—	 	 	 	4048: 4063	 	 	Removed from LSE# 269, Not leased






Exhibit B Page 5 of 6









 






The term of the above referenced leases is for the period from July 1 through June 30. To
date, not all of the above referenced leases have been renewed for 2011/2012. Seller will update
the above referenced list at or prior to closing to include all leases that have renewed prior to
closing.




Additional Contracts





	 	1.	 	All matters contained in that certain unrecorded Right-of-Way from Inland Paperboard
and Packaging, Inc. to Cherokee Electric Cooperative dated May 12, 1998 (Cherokee County,
Compartment 11001).
	 
	 	2.	 	Unrecorded Easement between Forestar (USA) Real Estate Group Inc. and Alabama Power
Company dated May 4, 2009 (Randolph County, Compartment 13184)
	 
	 	3.	 	All matters contained in that certain Unrecorded Easement from Georgia Kraft Company to
Mary B. Johnson dated July 8, 1986 (Walker County, Compartment 10056).






Exhibit B Page 6 of 6











 





Exhibit C



Form of Alabama Deed




	 	 	 

	This instrument prepared by:
	 	 
	Victor P. Haley, Esq.
	 	 
	Sutherland Asbill & Brennan LLP
	 	 
	999 Peachtree Street, NE
	 	 
	Atlanta, Georgia 30309-3996
	 	 
	 
	 	 
	When recorded return to:
	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	Tax statements sent to:
	 	 
	Plum Creek Timberlands, L.P.
	 	 
	c/o Tax Coordinator
	 	 
	987 Griswoldville Road
	 	 
	Macon, GA 31217
	 	 






SPECIAL WARRANTY DEED

(_________ County, Alabama)




     THIS SPECIAL WARRANTY DEED (this “Deed”), made as of the ___ day of ________________, 2011,
between FORESTAR (USA) REAL ESTATE GROUP INC., a Delaware corporation, the address of which is 6300
Bee Cave Road, Building Two, Suite 500, Austin, Texas 78746-5149 (herein called “Grantor”) and PLUM
CREEK TIMBERLANDS, L.P., a Delaware limited partnership, the address of which is 999 Third Avenue,
Suite 4300, Seattle, Washington 98104 (herein called “Grantee”).



     WITNESSETH: That Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration, in hand paid at and before the sealing and delivery of these
presents, the receipt and sufficiency of which are hereby acknowledged, has granted, bargained,
sold, aliened, conveyed and confirmed and by these presents does grant, bargain, sell, alien,
convey and confirm unto Grantee, the following described property, to wit:




All those tracts or parcels of land lying and being in ____________ County, Alabama
and being more particularly described in Exhibit A attached hereto and
incorporated herein by reference for all purposes, together with all buildings,
structures, and other improvements located thereon, and all tenements,
hereditaments, easements, appurtenances and privileges thereto belonging, all timber
growing, standing or lying thereon, and all other privileges, appurtenances,
easements and other rights appertaining thereto (collectively, the “Property”).



Exhibit C Page 1 of 11




 









 








     Subject to the terms and conditions set forth on Exhibit C, Grantor hereby reserves
from this conveyance of the Property for Grantor, its successors and assigns the “Reserved Mineral
Interests and Rights” which is defined to mean (i) the Minerals and Mineral Rights (each as defined
in Exhibit D), together with (ii) all Executive Rights (as defined in Exhibit D)
with regard to Minerals and Mineral Rights (each as defined in Exhibit D).



     This conveyance and the special warranty of title set forth herein are made subject to the
matters set forth on Exhibit B attached hereto and incorporated herein by reference for all
purposes (collectively, the “Permitted Exceptions”).



     TO HAVE AND TO HOLD the Property unto Grantee and unto its successors and assigns, together
with all and singular the rights, members and appurtenances thereof, to the same being, belonging
or in any wise appertaining, to the only proper use, benefit and behoof of Grantee and its
successors and assigns, forever, IN FEE SIMPLE.



     Except with respect to Grantor’s Reserved Mineral Interests and Rights and the Permitted
Exceptions, Grantor covenants with Grantee that it will forever warrant and defend said title to
the Property against the lawful claims of all persons claiming by, through or under Grantor, but
against none other.



     The Property and all improvements and fixtures are sold, conveyed, assigned and transferred to
Grantee “AS IS” WITHOUT ANY REPRESENTATION OR WARRANTY EXPRESSED OR IMPLIED, EXCEPT FOR THE LIMITED
WARRANTY OF TITLE GIVEN IN THIS DEED.



     When the context requires in this Deed or its exhibits, singular nouns and pronouns include
the plural and plural nouns and pronouns include the singular. “Including” or “include” as used in
this Deed or its exhibits, means including without limiting the generality of any description
proceeding such term.



[remainder of page intentionally left blank]




Exhibit C Page 2 of 11




 









 








     IN WITNESS WHEREOF, Grantor has signed and sealed this Deed, effective as of the day and year
first above written.



	 	 	 	 	 
	 	FORESTAR (USA) REAL ESTATE GROUP INC.,

a Delaware corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	  	 	 
	 	 	  	[SEAL] 	 
	 



STATE OF _______________




COUNTY OF _____________





     I, _____________________, a Notary Public in and for the State and County aforesaid, hereby
certify that ______________________, whose name as _______________ of Forestar (USA) Real Estate
Group, Inc., a Delaware corporation, is signed to the foregoing Deed and who is known to me or has
produced sufficient identification to me, acknowledged before me on this day that, being informed
of the contents of the foregoing Deed he, as such Officer and with full authority, did execute the
same voluntarily for and as the act of said corporation.



     Given under my hand and official seal this ____ day of _______________, 2011.



	 	 	 	 	 
	 	 	 
	 	  	 	 
	 	 	Notary Public 	 
	 	  	 	 
	 	 	My commission expires:
 	 
	 	  	 	 
	 	  	 	 
	 	  	[Notary Seal] 	 
	 



Exhibit C Page 3 of 11




 









 








Exhibit A to the Deed

Description of Property




____________ County, Alabama



Exhibit C Page 4 of 11




 









 








Exhibit B to the Deed

Permitted Exceptions





     1. Liens for taxes, assessments and other governmental charges which are not yet due and
payable as of the date hereof, and all other assessments and other charges of any kind or nature
imposed upon or levied against or on account of the Property by any governmental authority,
including any additional or supplemental taxes that may result from a reassessment of the Property,
and any potential rollback or greenbelt type taxes related to any agricultural, forest or open
space exemption that is subject to recapture pursuant to applicable law;



     2. All current or future land use (including environmental and wetlands), building and zoning
laws, development standards, regulations, codes and ordinances affecting the Property;



     3. Any rights of the United States of America, the State in which the Property is located or
others in the use and continuous flow of any brooks, streams or other natural water courses or
water bodies within, crossing or abutting the Property, including, without limitation, the
following:



     4. The rights of upper and lower riparian owners and the rights of others to navigate such
river or stream;



     5. The right, if any, of neighboring riparian owners and the public or others to use any
public waters, and the right, if any, of the public to use the beaches or shores for recreational
purposes;



     6. Any claim of lack of title to the Property formerly or presently comprising the shores or
bottomland of navigable waters or as a result of the change in the boundary due to accretion or
avulsion;



     7. Any portion of the Property which is sovereignty lands or any other land that may lie
within the bounds of navigable rivers as established by applicable law;



     8. Title to that portion of the Property, if any, lying below the mean high water mark of
abutting tidal waters;



     9. All road, access or utility easements, rights-of-way, licenses and other such similar
encumbrances apparent or of record;



     10. All existing public and private roads and streets and all railroad and utility lines,
pipelines, service lines and facilities (whether owned in fee or by easement) on, under, above or
across the Property;



     11. All encroachments, overlaps, boundary line disputes, shortages in area, persons in
possession, cemeteries and burial grounds and other matters not of record, and not evidenced by a
written agreement to which Grantor is a party, which would be disclosed by a current accurate
survey of the Property;



     12. Prior reservations or conveyances of mineral rights or mineral leases of every kind and
character;



     13. Any restriction on the use of the Property due to environmental laws;



     14. All matters of public record; and



     15. Any loss or claim due to lack of access to any portion of the Property.



Exhibit C Page 5 of 11




 









 








Exhibit C to the Deed




Terms and Conditions Applicable to Reserved Mineral Interests and Rights



     The Reserved Mineral Interests and Rights shall be subject to the following terms and
conditions:



     (a) Grantor shall at all times be responsible for damages caused to the surface of the
Property, as set forth below, caused by the exercise of any of the Reserved Mineral Interests and
Rights, and Grantor shall use reasonable efforts and practices to prevent surface damage to the
Property during Drilling and Other Operations and shall restore to the extent commercially
practicable any area of the Property damaged by such activities to its original condition upon
cessation of such activities, provided that Grantor shall not be obligated to replant any timber or
restore any improvements, except as set forth below. Under no circumstances shall Strip Mining
Operations be permitted.



     (b) Grantor and Grantee shall use liquidated damages (“Damages”) to compensate Grantee for
Grantor’s or its lessee’s use of the Property in the exercise of the Reserved Mineral Interests and
Rights. Damages do not constitute a penalty, but represent an attempt to assess actual damages.
In the event Grantor or Lessee conducts any Drilling and Other Operations, Grantor or Lessee, as
applicable, shall give Grantee notice and pay Grantee Damages as follows:


          i. Grantor shall provide Grantee with thirty (30) days’ written notice prior to conducting any
Drilling or Other Operations. Damages for the Property (including, without limitation, all
appurtenances, improvements and fixtures of or on the Property) used and/or accessed in the
exercise of the Reserved Mineral Interests and Rights shall equal the then-prevailing market price
for any merchantable timber and/or the net present value of any pre-merchantable timber and other
standing crops damaged or destroyed if such use or access will last for eighteen (18) months or
less, and shall equal 150% of the then fair market value of the bare land so used and/or accessed
plus the then prevailing market price for any merchantable timber and/or the net present value of
any pre-merchantable timber and other standing crops damaged or destroyed if such use and/or access
will exceed eighteen (18) months. Grantor shall deliver written notice to Grantee of any such
destruction on the Property and shall pay Grantee Damages within ten (10) days following delivery
of such notice.


          ii. Grantor must promptly repair and restore, at Grantor’s sole cost and expense, any and all
damage to roads and fences and other improvements and fixtures arising from the exploration and
extraction activities to substantially the same condition as existed before such activities; and
Grantor shall indemnify and save Grantee, together with its subsidiaries and affiliates (the
“Grantee Companies”) harmless, and, at Grantor’s expense, shall defend Grantee and the Grantee
Companies from and against any and all claims, suits, losses, damages, or expenses, on account of
injuries to or death of any and all persons whomsoever, including, without limitation, any
employees, agents and invitees of Grantee, Grantee Companies and Grantor, and any and all damage to
personal property to whomsoever belonging, including property owned by, rented to, or in the care,
custody, or control of the parties hereto, arising or growing out of, or in any manner connected
with the exercise of the Reserved Mineral Interests and Rights. Notwithstanding the foregoing,
nothing herein contained is to be construed as an indemnification against the negligence or willful
misconduct of Grantee or the Grantee Companies, and their respective officers, employees, or
agents.



Exhibit C Page 6 of 11




 









 








     (c) The rights and privileges excepted and reserved in connection with the Reserved
Mineral Interests and Rights shall at all times be subject to the terms and conditions
set forth herein, and be deemed as covenants running with the Reserved Mineral
Interests and Rights and in all respects appurtenant to the mineral estates now owned
or hereinafter acquired for the benefit of Grantor and its successors in title. The
rights and privileges conveyed herein to Grantee (including the obligations of Grantor
or its lessee) in connection with the Reserved Mineral Interests and Rights shall be
deemed as covenants running with the Property and in all respects appurtenant to the
Property for the benefit of Grantee and its successors in title to all or any portion
of the Property.



Exhibit C Page 7 of 11




 









 








Exhibit D to the Deed

Definitions of Terms




     The terms below, as used in this Deed, shall have the following meanings:



     (a) “Drilling and Other Operations” means:


          (i) all surface and subsurface operations for the purposes of exploring (including seismic
surveys or other geophysical operations), drilling, mining, developing, producing, storing,
removing, treating, transporting and owning oil, gas and other liquid or gaseous hydrocarbons;


          (ii) all surface and subsurface operations for the purposes of exploring (including seismic
surveys or other geophysical operations), drilling for, mining by underground shafts, tunnels, in
situ or solution, gasification or other similar methods, developing, producing, storing, removing,
treating, transporting and owning any other Minerals not described in clause (i) of this
definition;


          (iii) all subsurface operations for the purposes of disposing of water (including salt water)
or waste which is not considered a Hazardous Substance in underground structures or formations
(including salt domes and depleted reservoirs) and the temporary surface storage of water in
connection with the operations described in the other subsections of this definition;


          (iv) all surface and subsurface operations for the purposes of using injected water, chemicals
and other fluids or substances for the recovery of Minerals; and


          (v) all references to drilling or mining or other operations in this definition include those
methods and means now used and those hereafter developed and used in operations for the purposes of
exploring, drilling for, mining, developing, producing, storing, removing, treating, transporting
and owning Minerals, other than Strip Mining Operations.



The term “Drilling and Other Operations” shall not include Strip Mining Operations.




     (b) “Executive Rights” means all rights to exercise or to grant rights to exercise the Rights
Incident to Development of Minerals, including but not limited to rights to execute, approve or
grant each of the following related to Mineral exploration, development or production: leases,
pooling agreements, unit declarations and related agreements, division orders, stipulations of
interests, communitization agreements, farmouts, farmins, options, orders, spacing agreements,
operating agreements and all other agreements, and the right to receive bonus, delay rentals and
any other payments provided for or paid under any lease of Minerals or any other grant of Rights
Incident to Development of Minerals.



     (c) “Mineral” or “Minerals” means any of the following in, on or under the Property:


          (i) oil, gas and all other liquid or gaseous hydrocarbons, and their constitute parts,
including condensate, casinghead gas, distillate and natural gas liquids;



Exhibit C Page 8 of 11




 









 







          (ii) methane gas;


          (iii) uranium, thorium and other fissionable materials;


          (iv) coal and lignite, including coal bed methane and coal seam gas;


          (v) geothermal energy resources (including hydropressured reservoirs, geopressured reservoirs,
steam and other gases, hot water, hot brine, heat, natural gas dissolved in ground water and
associated energy found in ground water);


          (vi) oil sands and shales; and


          (vii) byproducts from Mineral production or processing.



The term “Minerals” shall not include sand, gravel, kaolin, bauxite or aggregates located in, on or
under the Property, other than such sand, gravel or aggregates as may be produced as a byproduct of
Mineral production.




     (d) “Mineral Rights” means any:


          (i) royalty, overriding royalty, advance royalty, minimum royalty, shut-in royalty, production
payments of any other kind and character related to Mineral production, rights to take Mineral
production in kind, net profits interests of any kind or character in Minerals and any other
contractual rights of a grantor or lessor under any lease of Minerals or other grant of a
contractual or property interest in Minerals;


          (ii) reversionary rights or interests in Minerals and all rights of reentry to estates in
Minerals;


          (iii) preferential rights to acquire (A) Minerals, (B) any of the rights enumerated in clauses
(i) through (vi) of this definition of Mineral Rights or (C) leases on Minerals, in federal or
state lands, to the extent such reservation is permitted by applicable law;


          (iv) all royalties and other payments related to the leasing or production of Minerals owned
by the United States of America or any State that have been granted to the owner of the surface
estate in the Property as of the date of conveyance of the Property to Grantee, under any federal
or state law;


          (v) any other economic or contractual rights, options or interests in and to (A) any of the
rights enumerated in clauses (i) through (vi) of this definition of Mineral Rights, (B) Minerals,
(C) any partnership or venture interest in Minerals or (D) the exploration, development or
production of Minerals; and


          (vi) any other right or interest pertaining to the Minerals or any of the rights enumerated in
clauses (i) through (vi) of this definition of Mineral Rights existing at the date of the
conveyance of the Property to Grantee, and owned or held by Grantor.



Exhibit C Page 9 of 11




 









 








     (e) “Reserved Mineral Interests and Rights” means (i) the Minerals and Mineral Rights (as
those terms are define in this Exhibit D), together with (ii) all Executive Rights (as defined in
this Exhibit D) with regard to Minerals and Mineral Rights (as those terms are defined in this
Exhibit D).



     (f) “Reserved Mineral Records” means any and all books, records, files, data (including
seismic data and related information), analyses or other information, whether documentary or
otherwise, maintained by Grantor or any affiliate of Grantor relating to Minerals, Mineral Rights,
or Rights Incident to Development of Minerals.



     (g) “Rights Incident to Development of Minerals” means:


          (i) all easements, servitudes, rights of entry, rights of way, licenses, permits and other
surface rights, powers, benefits and privileges, expressed or implied in law or in fact, for
exploration, drilling or otherwise developing and completing wells or other means of production of
any Minerals, reworking wells or other means of production of any Minerals, producing, removing,
marketing or transporting Minerals, including the right to construct drill sites and roads to the
drill sites and to extend utility, gathering lines, flow lines and pipelines to the drill sites and
to locate on the drill sites the equipment and improvements reasonably necessary to drill wells
(using any technique including directional or horizontal drilling), to complete wells, to produce
wells, to treat, repair, reenter and rework wells and to separate, treat, compress, process, store,
remove, own, claim, sell, and transport production from wells;


          (ii) the right to conduct Drilling and Other Operations in, on and under the Property;


          (iii) the right to conduct operations for reservoir stimulation and improved recovery
techniques for the recovery and production of Minerals, including but not limited to water
flooding, immiscible gas injection, miscible gas injection, chemical flooding and thermal recovery,
the disposal of water (including saltwater) produced or recovered in such operations and the use of
so much of water from the Property as may be needed for such operations, subject to not materially
inferring with the use of potable groundwater for ordinary domestic uses or the ordinary use of
water for livestock, agriculture or timber growing and harvesting activities;


          (iv) the right to reenter and use all abandoned drill holes and wells on the Property and all
of Grantor’s right, title and interest in fixtures, wells, equipment and personal property of any
kind located now or in the future on the Property and used solely in connection with Drilling and
Other Operations;


          (v) the right to use all subsurface structures and depleted reservoirs for storage of
substances or for disposal of water (including saltwater) or of waste;


          (vi) the right to use or salvage all surface and subsurface equipment, facilities or
improvement abandoned on, in or under the Property by owners or producers of Minerals (including
utility lines, gathering lines, flow lines, pipelines and roads);


          (vii) the right to retain and possess all Reserved Minerals Records;



Exhibit C Page 10 of 11





 









 







          (viii) any claims, causes of action, choses in action, counterclaims, cross-claims or
affirmative defenses to the extent attributable to the ownership and use of the Minerals, Mineral
Rights or Rights Incident to Development of Minerals described in other subsections of this
definition;


          (ix) all other rights, powers, benefits or privileges incident or appurtenant to the ownership
of Minerals and Mineral Rights under applicable law; and


          (x) the free use and exercise of the rights and interests described in clauses (i) through
(ix) above.



     (h) “Royalty” or “royalty” means a non-possessory, cost-free fractional or percentage interest
in Minerals as and when produced.



     (i) “Strip Mining Operations” means activities conducted on the surface of the Property to
explore for, develop, produce, treat, process, transport, market and deliver coal, lignite, iron,
uranium, other metals and other commercially valuable substances in solid form such as contour,
strip, auger, mountaintop removal, box cut and open pit mining, quarrying, placer mining, dredging
and heap leach, including reclamation, if any, in support of or incident to such operations and the
construction, maintenance and replacement of surface and groundwater control or detention
structures or facilities and other environmental controls or monitoring facilities, storage and
disposal areas, and other monitoring and reclamation activities as may be required by law, permit
or contract to conduct such operations.



Exhibit C Page 11 of 11






 









 








Exhibit D

Form of Georgia Deed




	 	 	 

	This instrument prepared by:
	 	 
	Victor P. Haley, Esq.
	 	 
	Sutherland Asbill & Brennan LLP
	 	 
	999 Peachtree Street, NE
	 	 
	Atlanta, Georgia 30309-3996
	 	 
	 
	 	 
	When recorded return to:
	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	Tax statements sent to:
	 	 
	Plum Creek Timberlands, L.P.
	 	 
	c/o Tax Coordinator
	 	 
	987 Griswoldville Road
	 	 
	Macon, GA 31217
	 	 






LIMITED WARRANTY DEED

(_________ County, Georgia)




     THIS LIMITED WARRANTY DEED (this “Deed”), made as of the ___ day of __________________, 2011,
between FORESTAR (USA) REAL ESTATE GROUP INC., a Delaware corporation, the address of which is 6300
Bee Cave Road, Building Two, Suite 500, Austin, Texas 78746-5149 (herein called “Grantor”) and PLUM
CREEK TIMBERLANDS, L.P., a Delaware limited partnership, the address of which is 999 Third Avenue,
Suite 4300, Seattle, Washington 98104 (herein called “Grantee”).



     WITNESSETH: That Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration, in hand paid at and before the sealing and delivery of these
presents, the receipt and sufficiency of which are hereby acknowledged, has granted, bargained,
sold, aliened, conveyed and confirmed and by these presents does grant, bargain, sell, alien,
convey and confirm unto Grantee, the following described property, to wit:




All those tracts or parcels of land lying and being in ____________ County, Georgia
and being more particularly described in Exhibit A attached hereto and
incorporated herein by reference for all purposes, together with all buildings,
structures, and other improvements located thereon, and all tenements,
hereditaments, easements, appurtenances and privileges thereto belonging, all timber
growing, standing or lying thereon, and all other privileges, appurtenances,
easements and other rights appertaining thereto (collectively, the “Property”).


Exhibit D Page 1 of 11



 









 







     Subject to the terms and conditions set forth on Exhibit C, Grantor hereby reserves
from this conveyance of the Property for Grantor, its successors and assigns the “Reserved Mineral
Interests and Rights” which is defined to mean (i) the Minerals and Mineral Rights (each as defined
in Exhibit D), together with (ii) all Executive Rights (as defined in Exhibit D)
with regard to Minerals and Mineral Rights (each as defined in Exhibit D).



     This conveyance and the limited warranty of title set forth herein are made subject to the
matters set forth on Exhibit B attached hereto and incorporated herein by reference for all
purposes (collectively, the “Permitted Exceptions”).



     TO HAVE AND TO HOLD the Property unto Grantee and unto its successors and assigns, together
with all and singular the rights, members and appurtenances thereof, to the same being, belonging
or in any wise appertaining, to the only proper use, benefit and behoof of Grantee and its
successors and assigns, forever, IN FEE SIMPLE.



     Except with respect to Grantor’s Reserved Mineral Interests and Rights and the Permitted
Exceptions, Grantor covenants with Grantee that it will forever warrant and defend said title to
the Property against the lawful claims of all persons claiming by, through or under Grantor, but
against none other.



     The Property and all improvements and fixtures are sold, conveyed, assigned and transferred to
Grantee “AS IS” WITHOUT ANY REPRESENTATION OR WARRANTY EXPRESSED OR IMPLIED, EXCEPT FOR THE LIMITED
WARRANTY OF TITLE GIVEN IN THIS DEED.



     When the context requires in this Deed or its exhibits, singular nouns and pronouns include
the plural and plural nouns and pronouns include the singular. “Including” or “include” as used in
this Deed or its exhibits, means including without limiting the generality of any description
proceeding such term.



[remainder of page intentionally left blank]




Exhibit D Page 2 of 11




 









 








     IN WITNESS WHEREOF, Grantor has signed and sealed this Deed, effective as of the day and year
first above written.



	 	 	 	 	 	 	 	 	 

	Signed, sealed and delivered in the
presence of:	 	FORESTAR (USA) REAL ESTATE GROUP INC.,

a Delaware corporation
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	Unofficial Witness	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	
	 	 	 	 	 	 	 
	Notary Public	 	 	 	 	 	[SEAL]
	 
	 	 	 	 	 	 	 	 
	 

	 	(NOTARY SEAL)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	My Commission Expires:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





Exhibit D Page 3 of 11




 









 








Exhibit A to the Deed

Description of Property




____________ County, Georgia



Exhibit D Page 4 of 11





 











 





Exhibit B to the Deed

Permitted Exceptions




     1. Liens for taxes, assessments and other governmental charges which are not yet due and
payable as of the date hereof, and all other assessments and other charges of any kind or nature
imposed upon or levied against or on account of the Property by any governmental authority,
including any additional or supplemental taxes that may result from a reassessment of the Property,
and any potential rollback or greenbelt type taxes related to any agricultural, forest or open
space exemption that is subject to recapture pursuant to applicable law;



     2. All current or future land use (including environmental and wetlands), building and zoning
laws, development standards, regulations, codes and ordinances affecting the Property;



     3. Any rights of the United States of America, the State in which the Property is located or
others in the use and continuous flow of any brooks, streams or other natural water courses or
water bodies within, crossing or abutting the Property, including, without limitation, the
following:



     4. The rights of upper and lower riparian owners and the rights of others to navigate such
river or stream;



     5. The right, if any, of neighboring riparian owners and the public or others to use any
public waters, and the right, if any, of the public to use the beaches or shores for recreational
purposes;



     6. Any claim of lack of title to the Property formerly or presently comprising the shores or
bottomland of navigable waters or as a result of the change in the boundary due to accretion or
avulsion;



     7. Any portion of the Property which is sovereignty lands or any other land that may lie
within the bounds of navigable rivers as established by applicable law;



     8. Title to that portion of the Property, if any, lying below the mean high water mark of
abutting tidal waters;



     9. All road, access or utility easements, rights-of-way, licenses and other such similar
encumbrances apparent or of record;



     10. All existing public and private roads and streets and all railroad and utility lines,
pipelines, service lines and facilities (whether owned in fee or by easement) on, under, above or
across the Property;



     11. All encroachments, overlaps, boundary line disputes, shortages in area, persons in
possession, cemeteries and burial grounds and other matters not of record, and not evidenced by a
written agreement to which Grantor is a party, which would be disclosed by a current accurate
survey of the Property;



     12. Prior reservations or conveyances of mineral rights or mineral leases of every kind and
character;



     13. Any restriction on the use of the Property due to environmental laws;



     14. All matters of public record; and



     15. Any loss or claim due to lack of access to any portion of the Property.



Exhibit D Page 5 of 11




 









 








Exhibit C to the Deed




Terms and Conditions Applicable to Reserved Mineral Interests and Rights



     The Reserved Mineral Interests and Rights shall be subject to the following terms and
conditions:



     (a) Grantor shall at all times be responsible for damages caused to the surface of the
Property, as set forth below, caused by the exercise of any of the Reserved Mineral Interests and
Rights, and Grantor shall use reasonable efforts and practices to prevent surface damage to the
Property during Drilling and Other Operations and shall restore to the extent commercially
practicable any area of the Property damaged by such activities to its original condition upon
cessation of such activities, provided that Grantor shall not be obligated to replant any timber or
restore any improvements, except as set forth below. Under no circumstances shall Strip Mining
Operations be permitted.



     (b) Grantor and Grantee shall use liquidated damages (“Damages”) to compensate Grantee for
Grantor’s or its lessee’s use of the Property in the exercise of the Reserved Mineral Interests and
Rights. Damages do not constitute a penalty, but represent an attempt to assess actual damages.
In the event Grantor or Lessee conducts any Drilling and Other Operations, Grantor or Lessee, as
applicable, shall give Grantee notice and pay Grantee Damages as follows:



          (i) Grantor shall provide Grantee with thirty (30) days’ written notice prior to conducting
any Drilling or Other Operations. Damages for the Property (including, without limitation, all
appurtenances, improvements and fixtures of or on the Property) used and/or accessed in the
exercise of the Reserved Mineral Interests and Rights shall equal the then-prevailing market price
for any merchantable timber and/or the net present value of any pre-merchantable timber and other
standing crops damaged or destroyed if such use or access will last for eighteen (18) months or
less, and shall equal 150% of the then fair market value of the bare land so used and/or accessed
plus the then prevailing market price for any merchantable timber and/or the net present value of
any pre-merchantable timber and other standing crops damaged or destroyed if such use and/or access
will exceed eighteen (18) months. Grantor shall deliver written notice to Grantee of any such
destruction on the Property and shall pay Grantee Damages within ten (10) days following delivery
of such notice.



          (ii) Grantor must promptly repair and restore, at Grantor’s sole cost and expense, any and all
damage to roads and fences and other improvements and fixtures arising from the exploration and
extraction activities to substantially the same condition as existed before such activities; and
Grantor shall indemnify and save Grantee, together with its subsidiaries and affiliates (the
“Grantee Companies”) harmless, and, at Grantor’s expense, shall defend Grantee and the Grantee
Companies from and against any and all claims, suits, losses, damages, or expenses, on account of
injuries to or death of any and all persons whomsoever, including, without limitation, any
employees, agents and invitees of Grantee, Grantee Companies and Grantor, and any and all damage to
personal property to whomsoever belonging, including property owned by, rented to, or in the care,
custody, or control of the parties hereto, arising or growing out of, or in any manner connected
with the exercise of the Reserved Mineral Interests and Rights. Notwithstanding the foregoing,
nothing herein contained is to be construed as an indemnification against the negligence or willful
misconduct of Grantee or the Grantee Companies, and their respective officers, employees, or
agents.



Exhibit D Page 6 of 11




 









 








     (c) The rights and privileges excepted and reserved in connection with the Reserved
Mineral Interests and Rights shall at all times be subject to the terms and conditions set forth
herein, and be deemed as covenants running with the Reserved Mineral Interests and Rights and in
all respects appurtenant to the mineral estates now owned or hereinafter acquired for the benefit
of Grantor and its successors in title. The rights and privileges conveyed herein to Grantee
(including the obligations of Grantor or its lessee) in connection with the Reserved Mineral
Interests and Rights shall be deemed as covenants running with the Property and in all respects
appurtenant to the Property for the benefit of Grantee and its successors in title to all or any
portion of the Property.



Exhibit D Page 7 of 11




 









 








Exhibit D to the Deed

Definitions of Terms




     The terms below, as used in this Deed, shall have the following meanings:



     (a) “Drilling and Other Operations” means:



          (i) all surface and subsurface operations for the purposes of exploring (including seismic
surveys or other geophysical operations), drilling, mining, developing, producing, storing,
removing, treating, transporting and owning oil, gas and other liquid or gaseous hydrocarbons;



          (ii) all surface and subsurface operations for the purposes of exploring (including seismic
surveys or other geophysical operations), drilling for, mining by underground shafts, tunnels, in
situ or solution, gasification or other similar methods, developing, producing, storing, removing,
treating, transporting and owning any other Minerals not described in clause (i) of this
definition;



          (iii) all subsurface operations for the purposes of disposing of water (including salt water)
or waste which is not considered a Hazardous Substance in underground structures or formations
(including salt domes and depleted reservoirs) and the temporary surface storage of water in
connection with the operations described in the other subsections of this definition;



          (iv) all surface and subsurface operations for the purposes of using injected water, chemicals
and other fluids or substances for the recovery of Minerals; and



          (v) all references to drilling or mining or other operations in this definition include those
methods and means now used and those hereafter developed and used in operations for the purposes of
exploring, drilling for, mining, developing, producing, storing, removing, treating, transporting
and owning Minerals, other than Strip Mining Operations.


The term “Drilling and Other Operations” shall not include Strip Mining Operations.




     (b) “Executive Rights” means all rights to exercise or to grant rights to exercise the Rights
Incident to Development of Minerals, including but not limited to rights to execute, approve or
grant each of the following related to Mineral exploration, development or production: leases,
pooling agreements, unit declarations and related agreements, division orders, stipulations of
interests, communitization agreements, farmouts, farmins, options, orders, spacing agreements,
operating agreements and all other agreements, and the right to receive bonus, delay rentals and
any other payments provided for or paid under any lease of Minerals or any other grant of Rights
Incident to Development of Minerals.



     (c) “Mineral” or “Minerals” means any of the following in, on or under the Property:



          (i) oil, gas and all other liquid or gaseous hydrocarbons, and their constitute parts,
including condensate, casinghead gas, distillate and natural gas liquids;



Exhibit D Page 8 of 11


 









 









          (ii) methane gas;



          (iii) uranium, thorium and other fissionable materials;



          (iv) coal and lignite, including coal bed methane and coal seam gas;



          (v) geothermal energy resources (including hydropressured reservoirs, geopressured reservoirs,
steam and other gases, hot water, hot brine, heat, natural gas dissolved in ground water and
associated energy found in ground water);



          (vi) oil sands and shales; and



          (vii) byproducts from Mineral production or processing.


The term “Minerals” shall not include sand, gravel, kaolin, bauxite or aggregates located in, on or
under the Property, other than such sand, gravel or aggregates as may be produced as a byproduct of
Mineral production.




     (d) “Mineral Rights” means any:



          (i) royalty, overriding royalty, advance royalty, minimum royalty, shut-in royalty, production
payments of any other kind and character related to Mineral production, rights to take Mineral
production in kind, net profits interests of any kind or character in Minerals and any other
contractual rights of a grantor or lessor under any lease of Minerals or other grant of a
contractual or property interest in Minerals;



          (ii) reversionary rights or interests in Minerals and all rights of reentry to estates in
Minerals;



          (iii) preferential rights to acquire (A) Minerals, (B) any of the rights enumerated in clauses
(i) through (vi) of this definition of Mineral Rights or (C) leases on Minerals, in federal or
state lands, to the extent such reservation is permitted by applicable law;



          (iv) all royalties and other payments related to the leasing or production of Minerals owned
by the United States of America or any State that have been granted to the owner of the surface
estate in the Property as of the date of conveyance of the Property to Grantee, under any federal
or state law;



          (v) any other economic or contractual rights, options or interests in and to (A) any of the
rights enumerated in clauses (i) through (vi) of this definition of Mineral Rights, (B) Minerals,
(C) any partnership or venture interest in Minerals or (D) the exploration, development or
production of Minerals; and



          (vi) any other right or interest pertaining to the Minerals or any of the rights enumerated in
clauses (i) through (vi) of this definition of Mineral Rights existing at the date of the
conveyance of the Property to Grantee, and owned or held by Grantor.



Exhibit D Page 9 of 11




 









 








     (e) “Reserved Mineral Interests and Rights” means (i) the Minerals and Mineral Rights (as
those terms are define in this Exhibit D), together with (ii) all Executive Rights (as
defined in this Exhibit D) with regard to Minerals and Mineral Rights (as those terms are defined
in this Exhibit D).



     (f) “Reserved Mineral Records” means any and all books, records, files, data (including
seismic data and related information), analyses or other information, whether documentary or
otherwise, maintained by Grantor or any affiliate of Grantor relating to Minerals, Mineral Rights,
or Rights Incident to Development of Minerals.



     (g) “Rights Incident to Development of Minerals” means:



          (i) all easements, servitudes, rights of entry, rights of way, licenses, permits and other
surface rights, powers, benefits and privileges, expressed or implied in law or in fact, for
exploration, drilling or otherwise developing and completing wells or other means of production of
any Minerals, reworking wells or other means of production of any Minerals, producing, removing,
marketing or transporting Minerals, including the right to construct drill sites and roads to the
drill sites and to extend utility, gathering lines, flow lines and pipelines to the drill sites and
to locate on the drill sites the equipment and improvements reasonably necessary to drill wells
(using any technique including directional or horizontal drilling), to complete wells, to produce
wells, to treat, repair, reenter and rework wells and to separate, treat, compress, process, store,
remove, own, claim, sell, and transport production from wells;



          (ii) the right to conduct Drilling and Other Operations in, on and under the Property;



          (iii) the right to conduct operations for reservoir stimulation and improved recovery
techniques for the recovery and production of Minerals, including but not limited to water
flooding, immiscible gas injection, miscible gas injection, chemical flooding and thermal recovery,
the disposal of water (including saltwater) produced or recovered in such operations and the use of
so much of water from the Property as may be needed for such operations, subject to not materially
inferring with the use of potable groundwater for ordinary domestic uses or the ordinary use of
water for livestock, agriculture or timber growing and harvesting activities;



          (iv) the right to reenter and use all abandoned drill holes and wells on the Property and all
of Grantor’s right, title and interest in fixtures, wells, equipment and personal property of any
kind located now or in the future on the Property and used solely in connection with Drilling and
Other Operations;



          (v) the right to use all subsurface structures and depleted reservoirs for storage of
substances or for disposal of water (including saltwater) or of waste;



          (vi) the right to use or salvage all surface and subsurface equipment, facilities or
improvement abandoned on, in or under the Property by owners or producers of Minerals (including
utility lines, gathering lines, flow lines, pipelines and roads);



          (vii) the right to retain and possess all Reserved Minerals Records;




Exhibit D Page 10 of 11



 









 








          (viii) any claims, causes of action, choses in action, counterclaims, cross-claims or
affirmative defenses to the extent attributable to the ownership and use of the Minerals,
Mineral Rights or Rights Incident to Development of Minerals described in other subsections of
this definition;



          (ix) all other rights, powers, benefits or privileges incident or appurtenant to the ownership
of Minerals and Mineral Rights under applicable law; and



          (x) the free use and exercise of the rights and interests described in clauses (i) through
(ix) above.



     (h) “Royalty” or “royalty” means a non-possessory, cost-free fractional or percentage interest
in Minerals as and when produced.



     (i) “Strip Mining Operations” means activities conducted on the surface of the Property to
explore for, develop, produce, treat, process, transport, market and deliver coal, lignite, iron,
uranium, other metals and other commercially valuable substances in solid form such as contour,
strip, auger, mountaintop removal, box cut and open pit mining, quarrying, placer mining, dredging
and heap leach, including reclamation, if any, in support of or incident to such operations and the
construction, maintenance and replacement of surface and groundwater control or detention
structures or facilities and other environmental controls or monitoring facilities, storage and
disposal areas, and other monitoring and reclamation activities as may be required by law, permit
or contract to conduct such operations.



Exhibit D Page 11 of 11




 









 








Exhibit E




Form of Assignment of Contracts




     THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS (this “Instrument”) is entered into as
of________________, 2011, by and between [•], a [•] (“Purchaser”), the address of which is
____________________________, and FORESTAR (USA) REAL ESTATE GROUP INC., a Delaware corporation
(“Seller”), the address of which is 6300 Bee Cave Road, Building Two, Suite 500, Austin,
Texas 78746-5149.



     A. Pursuant to that certain Purchase and Sale Agreement dated as of _______, 2011, between
Purchaser and Seller (the “Purchase and Sale Agreement”), Seller has agreed to assign to Purchaser
and Purchaser has agreed to assume from Seller, for the consideration and upon the terms and
conditions set forth in the Purchase and Sale Agreement, all of Seller’s right, title and interest
in and to those certain agreements identified on Exhibit A-1 to this Instrument (the “Wholly
Assigned Contracts”);



     B. Pursuant to the Purchase and Sale Agreement, Seller has agreed to assign to Purchaser and
Purchaser has agreed to assume from Seller, for the consideration and upon the terms and conditions
set forth in the Purchase Agreement, all of Seller’s right, title and interest in and to those
certain agreements identified on Exhibit A-2 to this Instrument (the “Split Contracts”), but only
to the extent such Split Contracts affect the Property conveyed to Purchaser (to the extent
assigned, the “Partially Assigned Contracts” and, together with the Wholly Assigned Contracts, the
“Assigned Contracts”);



     NOW, THEREFORE, pursuant to the Purchase and Sale Agreement and in consideration of the mutual
promises contained therein, and for other good and valuable consideration, the receipt and
sufficiency of which Seller and Purchaser each acknowledge, the parties agree as follows:



     1. Defined Terms. Each capitalized term used but not defined in this Instrument shall have
the meaning ascribed to it in the Purchase and Sale Agreement.



     2. Assignment. Seller hereby irrevocably sells, transfers, assigns, conveys and delivers to
Purchaser, and Purchaser hereby accepts the sale, transfer, assignment, conveyance and delivery of,
all of Seller’s right, title and interest in, to and under all of the Assigned Contracts to have
and to hold the same unto Purchaser.



     3. Assumption. Purchaser hereby assumes and agrees to undertake, assume, perform and pay, all
of the obligations of Seller with respect to the Assigned Contracts. Purchaser further
acknowledges and agrees that the Assigned Contracts encumber Purchaser’s title to the Property,
notwithstanding the fact that the Assigned Contracts are not listed on Exhibit B to the Deeds.



     4. Indemnification.



Exhibit E Page 1 of 3




 









 








          (a) Seller hereby agrees to defend, indemnify and hold Purchaser harmless
from and against any and all causes, claims, demands, losses, liabilities, costs, damages, expenses
and fees (including, but not limited to, reasonable attorney’s fees actually incurred) of whatever
kind or nature incurred or suffered by Purchaser as a result of or arising out of Seller’s failure
to perform any and all of Seller’s obligations required under any of the Assigned Contracts that
accrued prior to the date hereof.



          (b) Purchaser hereby agrees to defend, indemnify and hold Seller harmless from and against any
and all causes, claims, demands, losses, liabilities, costs, damages, expenses and fees (including,
but not limited to, reasonable attorney’s fees actually incurred) of whatever kind or nature
incurred or suffered by Seller as a result of or arising out of Purchaser’s failure to perform any
and all of Purchaser’s obligations required under any of the Assigned Contracts that accrue on or
after the date hereof.



     5. Retained Contracts; Cooperation. With respect to the Split Contracts, Seller shall remain
liable for all obligations of the landowner thereunder only to the extent such obligations relate
to and encumber real property retained by Seller as of the date of this Instrument. Seller and
Purchaser shall reasonably cooperate, upon the request of either party, to determine whether an
obligation under any Split Contract is an obligation of Seller or of Purchaser, and shall allocate
responsibility for such obligation accordingly.



     6. Successors and Assigns. This Instrument shall be binding upon and inure to the benefit of
Purchaser and Seller and their respective successors and permitted assigns. No provision of this
Instrument is intended to, or shall, confer any third party beneficiary or other rights or remedies
upon any person other than the parties hereto.



     7. Governing Law. This Instrument shall be governed by and construed in accordance with the
laws of the State of Georgia, without giving effect to any of the conflict of law rules thereof to
the extent such rules would require or permit the application of the laws of another jurisdiction
to this Instrument.



     8. Amendment and Waiver. This Instrument may not be amended or modified in any manner other
than by an agreement in writing signed by the parties hereto or their respective successors or
permitted assigns. No waiver under this Instrument shall be valid or binding unless set forth in a
writing duly executed and delivered by the party against whom enforcement of such waiver is sought.
Neither the waiver by any of the parties of a breach or default under any of the provisions of
this Instrument, nor the failure by any of the parties, on one or more occasions, to enforce any of
the provisions of this Instrument or to exercise any right or privilege hereunder, shall be
construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of
such provisions, rights or privileges hereunder.



     9. Counterparts. This Instrument may be executed in any number of counterparts, each of which
shall be deemed an original and all of which together shall constitute one and the same instrument.



[remainder of page intentionally left blank]




Exhibit E Page 2 of 3




 









 








     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Instrument as of the
date first above written.



	 	 	 	 	 
	 	FORESTAR (USA) REAL ESTATE GROUP INC.

 	 
	 	By: 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	PLUM CREEK TIMBERLANDS, L.P.

By Plum Creek Timber I, L.L.C.

        Its General Partner

 	 
	 	By: 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit E Page 3 of 3






 









 








EXHIBIT E-1




Form of Partial Assignment and Assumption of Timber Rights




PARTIAL ASSIGNMENT AND ASSUMPTION

OF TIMBER AGREEMENTS





     THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF TIMBER AGREEMENTS (this “Instrument”) is entered
into as of July __, 2011, by and between PLUM CREEK TIMBERLANDS, L.P., a Delaware limited
partnership (“Purchaser”), the address of which is 999 Third Avenue, Suite 4300, Seattle,
Washington, 98104, and FORESTAR (USA) REAL ESTATE GROUP INC., a Delaware corporation (“Seller”),
the address of which is 6300 Bee Cave Road, Building Two, Suite 500, Austin, Texas 78746-5149.



     WHEREAS, pursuant to that certain Purchase and Sale Agreement dated as of July __, 2011,
between Purchaser and Seller (the “Purchase and Sale Agreement”), Seller has agreed to assign to
Purchaser and Purchaser has agreed to assume from Seller, for the consideration and upon the terms
and conditions set forth in the Purchase Agreement, Seller’s right, title and interest in and to
(i) that certain Timber Sale and Purchase Agreement dated December 1, 2007 by and between TIN,
Inc., (“TIN”) and Forestar (USA) Real Estate Group Inc. (the “Supply Agreement”), and (ii) that
certain Timber Rights Contract (2011) dated January 1, 2011 by and between TIN, Inc. and Forestar
(USA) Real Estate Group Inc. (the “Timber Rights Contract”), as amended by that certain First
Amendment to Timber Rights Contract (2011) dated January 20, 2011 (the “First Amendment”), but only
to the extent such Timber Rights Contract and First Amendment affect the Property conveyed to
Purchaser, and only to the extent such Supply Agreement affects the Timber Rights Contract and
First Amendment (the Supply Agreement, the Timber Rights Contract and the First Amendment are
hereinafter collectively referred to as the “Timber Agreements”);



     NOW, THEREFORE, pursuant to the Purchase and Sale Agreement and in consideration of the mutual
promises contained therein, and for other good and valuable consideration, the receipt and
sufficiency of which Seller and Purchaser each acknowledge, the parties agree as follows:



     1. Defined Terms. Each capitalized term used but not defined in this Instrument shall have
the meaning ascribed to it in the Purchase and Sale Agreement.



     2. Assignment. Seller hereby irrevocably sells, transfers, assigns, conveys and delivers to
Purchaser, and Purchaser hereby accepts the sale, transfer, assignment, conveyance and delivery of
(but only to the extent such agreements and/or provisions affect the Property conveyed to
Purchaser), Seller’s right, title and interest in, to and under the following provisions which are
hereinafter collectively referred to as the “Assigned Provisions”: the Timber Rights Contract in
its entirety; Paragraphs 1 and 2, and 7 through 10 of the First Amendment; and the following
Sections of the Supply Agreement: Sections 2.3, 2.4, 3.3, 4.1, 4.4(a), (d)(i), (f) & (g), 4.5(i),
4.6, 4.7, the fourth sentence of 4.8 (beginning with the words; “In addition” and ending with the
words “on such Property.”), 4.9, the third and fourth sentences of 4.10 (beginning with



Exhibit E-1 Page 1 of 4




 









 







the words “Purchaser will have” and ending with the words “any Harvest Period”), 4.13, 5.1, 5.2,
5.3, the first sentence of the first paragraph of 5.4, 5.5, 5.6, 5.7, 5.8, 6.2(d), 7.1, 7.2,
7.3, 7.4, 7.5, 8.1, 8.3, 8.4, 9.1, 9.2, 10.1 excluding the words “the liquidated damages due as
described in Section 4.11 hereof and” from (i) thereof, and further excluding the words “and
terminate this Agreement: from (i) thereof; 10.2, all of Article XII, and Exhibit G, and those
definitions contained in 1.1 that are applicable to the Assigned Provisions. Notwithstanding
anything contained herein to the contrary, Seller does not sell, transfer, assign, convey or
deliver to Purchaser, and Purchaser does not hereby accept any of Seller’s right, title and
interest in, to or under those portions of the Timber Agreements that are not included within the
Assigned Provisions (such excluded provisions from the Timber Agreements are hereinafter
collectively referred to as the “Excluded Provisions”).




     3. Assumption. Purchaser hereby assumes and agrees to undertake, assume, perform and pay, all
of the obligations of Seller with respect to the Assigned Provisions of the Timber Agreements, but
only to the extent the Timber Rights Contract and First Amendment affect the Property conveyed to
Purchaser, and only to the extent the Supply Agreement affects the Timber Rights Contract and First
Amendment.



     4. Indemnification.



          (a) Seller hereby agrees to defend, indemnify and hold Purchaser harmless from and against any
and all causes, claims, demands, losses, liabilities, costs, damages, expenses and fees (including,
but not limited to, reasonable attorney’s fees actually incurred) of whatever kind or nature
incurred or suffered by Purchaser as a result of or arising out of Seller’s failure to perform any
and all of Seller’s obligations required under (i) the Timber Agreements that accrued prior to the
date hereof; (ii) the Assigned Provisions to the extent such Assigned Provisions of the Timber
Agreements do not affect the Property conveyed to Purchaser; and (iii) the Excluded Provisions,
regardless of whether Seller’s obligations with respect to the Excluded Provisions accrued prior to
or after the date hereof; provided, however, that Seller shall not indemnify Purchaser from and
against any liability that arises due to a breach or default of Purchaser with respect to the
Assigned Provisions.



          (b) Purchaser hereby agrees to defend, indemnify and hold Seller harmless from and against any
and all causes, claims, demands, losses, liabilities, costs, damages, expenses and fees (including,
but not limited to, reasonable attorney’s fees actually incurred) of whatever kind or nature
incurred or suffered by Seller as a result of or arising out of Purchaser’s failure to perform any
and all of Purchaser’s obligations required under the Assigned Provisions of the Timber Agreements
(i) to the extent such Assigned Provisions of the Timber Agreements affect the Property conveyed to
Purchaser, and (ii) accrue on or after the date hereof.



     5. Cooperation. Seller shall remain liable for all obligations of the landowner (i) under the
Timber Agreements, but only to the extent such obligations relate to and encumber real property
retained by Seller as of the date of this Instrument, and (ii) pursuant to the Excluded Provisions.
Seller and Purchaser shall reasonably cooperate, upon the request of either party, to determine
whether an obligation under the Timber Agreements is an obligation of Seller or of Purchaser, and
shall allocate responsibility for such obligation accordingly. If a dispute arises



Exhibit E-1 Page 2 of 4




 









 







pursuant to the terms of this Instrument, then either of Seller or Purchaser shall have the right to invoke the
procedures of this Paragraph 5 by delivering written notice to the other Party. Seller
and Purchaser each shall appoint an independent forestry consultant within ten (10) days
following the receipt of such notice, each of which may be a consultant previously engaged by the
appointing Party, and such two consultants will in turn select a third independent forestry
consultant within five (5) days to act with them in a panel to resolve the dispute. A majority of
the panel of consultants will reach a binding decision within thirty (30) days following the
selection of the third consultant, and the decision of the panel of consultants will be final.
Seller and Purchaser will each bear the cost of its respective consultant and one-half (1/2) of the
cost of the third consultant, if applicable.




     6. Successors and Assigns. This Instrument shall be binding upon and inure to the benefit of
Purchaser and Seller and their respective successors and permitted assigns. No provision of this
Instrument is intended to, or shall, confer any third party beneficiary or other rights or remedies
upon any person other than the parties hereto.



     7. Governing Law. This Instrument shall be governed by and construed in accordance with the
laws of the State of Georgia, without giving effect to any of the conflict of law rules thereof to
the extent such rules would require or permit the application of the laws of another jurisdiction
to this Instrument.



     8. Amendment and Waiver. This Instrument may not be amended or modified in any manner other
than by an agreement in writing signed by the parties hereto or their respective successors or
permitted assigns. No waiver under this Instrument shall be valid or binding unless set forth in a
writing duly executed and delivered by the party against whom enforcement of such waiver is sought.
Neither the waiver by any of the parties of a breach or default under any of the provisions of
this Instrument, nor the failure by any of the parties, on one or more occasions, to enforce any of
the provisions of this Instrument or to exercise any right or privilege hereunder, shall be
construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of
such provisions, rights or privileges hereunder.



     9. Counterparts. This Instrument may be executed in any number of counterparts, each of which
shall be deemed an original and all of which together shall constitute one and the same instrument.



Exhibit E-1 Page 3 of 4




 









 








     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Instrument as of the
date first above written.



	 	 	 	 	 
	 	FORESTAR (USA) REAL ESTATE GROUP INC.

 	 
	 	By: 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	PLUM CREEK TIMBERLANDS, L.P.

 	 
	 	By: 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit E-1 Page 4 of 4





 









 








Exhibit F




Permitted Encumbrances





     1. Liens for taxes, assessments and other governmental charges which are not yet due and
payable as of the Closing, and all other assessments and other charges of any kind or nature
imposed upon or levied against or on account of the Property by any governmental authority,
including any additional or supplemental taxes that may result from a reassessment of the Property,
and any potential rollback or greenbelt type taxes related to any agricultural, forest or open
space exemption that is subject to recapture pursuant to applicable law;



     2. All current or future land use (including environmental and wetlands), building and zoning
laws, development standards, regulations, codes and ordinances affecting the Property;



     Any rights of the United States of America, the State in which the Property is located or
others in the use and continuous flow of any brooks, streams or other natural water courses or
water bodies within, crossing or abutting the Property, including, without limitation, the
following:




     (a) the rights of upper and lower riparian owners and the rights of others to navigate
such river or stream;




     (b) the right, if any, of neighboring riparian owners and the public or others to use
any public waters, and the right, if any, of the public to use the beaches or shores for
recreational purposes;




     (c) any claim of lack of title to the Property formerly or presently comprising the
shores or bottomland of navigable waters or as a result of the change in the boundary due to
accretion or avulsion; and




     (d) any portion of the Property which is sovereignty lands or any other land that may
lie within the bounds of navigable rivers as established by applicable law;



     Title to that portion of the Property, if any, lying below the mean high water mark of
abutting tidal waters;



     All road, access or utility easements, rights-of-way, licenses and other such similar
encumbrances apparent or of record;



     All existing public and private roads and streets and all railroad and utility lines,
pipelines, service lines and facilities (whether owned in fee or by easement) on, under, above or
across the Property;



     All encroachments, overlaps, boundary line disputes, shortages in area, persons in possession,
cemeteries and burial grounds and other matters not of record, and not evidenced by



Exhibit F 1 of 2




 









 







a written agreement to which Seller is a party, which would be disclosed by a current accurate survey of the
Property;




     Prior reservations or conveyances of mineral rights or mineral leases of every kind and
character;



     Any restriction on the use of the Property due to environmental laws;



     The Reserved Mineral Interests and Rights;



     All matters of record other than those that Seller has agreed to cure or is obligated to cure
pursuant to the terms of this Agreement (provided that, for purposes of Section 5 only, Purchaser
shall have the right to object to any matter of record reflected in the Title Commitments other
than items otherwise constituting Permitted Encumbrances under this Exhibit F);



     Rights of others under the Contracts affecting the Property to be assumed by Purchaser
pursuant to the terms of this Agreement, provided that the Contracts that are not of public record
shall not be an encumbrance on the Deeds to be recorded at the Closing;



     Any loss or claim due to lack of access to any portion of the Property;



     Any condemnation in respect of the Property arising on or after the Effective Date; and



     Rights of others under any of the Timber Cutting Agreements affecting the Property as of the
Closing, subject to the terms of this Agreement, provided that the Timber Cutting Agreements that
are not of public record shall not be an encumbrance on the Deeds to be recorded at the Closing.



Exhibit F 2 of 2





 









 








Exhibit G




Title Commitments



	 	 	 

	1.

	 	Title commitment issued by First American Title Insurance Company dated May 28, 2011 for
Banks County, Georgia being File No. NCS-489597-BA-ATL.
	2.

	 	Title commitment issued by First American Title Insurance Company dated May 15, 2011
for Carroll County, Georgia being File No. NCS-489597-CA.
	3.

	 	Title commitment issued by First American Title Insurance Company dated May 5, 2011 for
Chattooga County, Georgia being File No. NCS-489597-CH-ATL.
	4.

	 	Title commitment issued by First American Title Insurance Company dated May 15, 2011
for Cherokee County, Alabama being File No. NCS-489597-CHE-ATL.
	5.

	 	Title commitment issued by First American Title Insurance Company dated May 15, 2011
for Cleburne County, Alabama being File No. NCS-489597-CL-ATL.
	6.

	 	Title commitment issued by First American Title Insurance Company dated May 15, 2011
for Coweta County, Georgia being File No. NCS-489597-CO-ATL.
	7.

	 	Title commitment issued by First American Title Insurance Company dated May 28, 2011
for Elbert County, Georgia being File No. NCS-489597-EL-ATL.
	8.

	 	Title commitment issued by First American Title Insurance Company dated May 15, 2011
for Floyd County, Georgia being File No. NCS-489597-FL.
	9.

	 	Title commitment issued by First American Title Insurance Company dated May 17, 2011
for Franklin County, Georgia being File No. NCS-489597-FR-ATL.
	10.

	 	Title commitment issued by First American Title Insurance Company dated May 15, 2011
for Gordon County, Georgia being File No. NCS-489597-GO-ATL.
	11.

	 	Title commitment issued by First American Title Insurance Company dated May 28, 2011
for Hall County, Georgia being File No. NCS-489597-HA-ATL.
	12.

	 	Title commitment issued by First American Title Insurance Company dated May 15, 2011
for Haralson County, Georgia being File No. NCS-489597-HAR-ATL.
	13.

	 	Title commitment issued by First American Title Insurance Company dated May 15, 2011
for Hart County, Georgia being File No. NCS-489597-HT-ATL.
	14.

	 	Title commitment issued by First American Title Insurance Company dated May 15, 2011
for Heard County, Georgia being File No. NCS-489597-HE-ATL.
	15.

	 	Title commitment issued by First American Title Insurance Company dated May 15, 2011
for Madison County, Georgia being File No. NCS-489597-MA-ATL.
	16.

	 	Title commitment issued by First American Title Insurance Company dated May 15, 2011
for Murray County, Georgia being File No. NCS-489597-MU-ATL.
	17.

	 	Title commitment issued by First American Title Insurance Company dated May 15, 2011
for Polk County, Georgia being File No. NCS-489597-PO-ATL.
	18.

	 	Title commitment issued by First American Title Insurance Company dated May 15, 2011
for Randolph County, Alabama being File No. NCS-489597-RA-ATL.
	19.

	 	Title commitment issued by First American Title Insurance Company dated May 15, 2011
for Stephens County, Georgia being File No. NCS-489597-ST-ATL.
	20.

	 	Title commitment issued by First American Title Insurance Company dated May 15, 2011
for Troup County, Georgia being File No. NCS-489597-TR-ATL.
	21.

	 	Title commitment issued by First American Title Insurance Company dated May 15, 2011
for Walker County, Georgia being File No. NCS-489597-WA-ATL.






Exhibit G Page 1 of 1





 









 








Exhibit H



Intentionally Deleted




Exhibit H Page 1 of 1





 









 








Exhibit I




Timber Cutting Agreements and Timber Cutting Tracts



Timber Cutting Agreements





	 	1.	 	Timber Sale and Purchase Agreement dated December 1, 2007 by and between TIN, Inc. and
Forestar (USA) Real Estate Group Inc.; provided, that Purchaser shall assume only those
portions thereof specifically identified and agreed upon in writing.
	 
	 	2.	 	Timber Rights Contract (2011) dated January 1, 2011 by and between TIN, Inc. and
Forestar (USA) Real Estate Group Inc. (the “Rights Contract”), as amended by that certain
First Amendment to Timber Rights Contract (2011) dated January 20, 2011, as further amended
by the certain Second Amendment to Timber Rights Contract (2011) dated march 31, 2011, and
as further amended by that certain Third Amendment to Timber Rights Contract (2011) dated
June 7, 2011; provided, that Purchaser shall assume only those portions thereof
specifically identified and agreed upon in writing.
	 
	 	3.	 	Per Unit Salvage Timber Contract dated May 19, 2011 by and between Forestar (USA) Real
Estate Group Inc. and Daniel Dunagan Inc. (the “Salvage Contract”).





Timber Cutting Tracts




Rights Contract




	 	 	 	 	 
	Designation	 	Comp-Stand	 	State-County
	5-10002-013-1-2011

	 	10002-014
	 	AL-Cherokee
	5-10024-024-1-2011

	 	10024-018
	 	GA-Chattooga
	5-10030-024-1-2011

	 	10030-018
	 	AL-Cherokee
	5-10036-013-1-2011

	 	10036-013
	 	GA-Chattooga
	5-10080-053-1-2011

	 	10080-053
	 	AL-Cherokee
	5-10094-035-1-2011

	 	10094-014/018
	 	AL-Cherokee
	5-10553-023-1-2011

	 	10553-023/021/024/018
	 	AL-Cherokee
	5-10593-013-1-2011

	 	10593-013/018
	 	AL-Cherokee
	5-11001-034-1-2011

	 	11001-034
	 	AL-Cherokee
	 

	 	11022-024
	 	GA-Polk
	5-11028-013-1-2011

	 	11028-013
	 	GA-Polk
	1-11049-013-1-2011

	 	11049-013/018
	 	GA-Polk
	5-11056-013-1-2011

	 	11056-013
	 	GA-Polk
	1-11096-014-1-2011

	 	11096-014/018
	 	GA-Haralson
	5-11098-034-1-2011

	 	11098-034/038
	 	GA-Haralson
	5-11099-013-1-2011

	 	11099-013/014/018/505
	 	GA-Haralson
	5-11100-025-1-2011

	 	11100-018/024/025/028
	 	GA-Haralson
	1-11103-013-1-2009

	 	11103-013
	 	GA-Haralson





Exhibit I Page 1 of 2


 









 









	 	 	 	 	 
	Designation	 	Comp-Stand	 	State-County
	1-11117-014-1-2011

	 	11117-014/018
	 	GA-Haralson
	5-11181-013-1-2011

	 	11181-013/018
	 	GA-Haralson
	5-11184-014-1-2011

	 	11184-013/014/018
	 	AL-Cleburne
	5-11202-014-1-2011

	 	11202-013/014
	 	GA-Polk
	1-11284-013-1-2011

	 	11284-013/018
	 	GA-Haralson
	5-12144-014-1-2011

	 	12144-014/015/018
	 	AL-Cleburne
	5-12197-023-1-2011

	 	12197-014/023
	 	AL-Cleburne
	5-12702-013-1-2011

	 	12702-013/014/015/018
	 	GA-Haralson
	5-13101-014-1-2011

	 	13101-014/015/018
	 	GA-Heard
	5-13102-014-1-2011

	 	13102-013
	 	GA-Heard
	5-13127-014-1-2011

	 	13127-014/028
	 	AL-Randolph
	5-13183-013-1-2011

	 	13183-013/016
	 	AL-Randolph
	5-13184-014-1-2011

	 	13184-014/015/018
	 	AL-Randolph
	 

	 	14048-014
	 	GA-Gordon
	 

	 	14073-023
	 	GA-Gordon
	1-15001-013-1-2009

	 	15001-013/018
	 	GA-Banks






Salvage Contract




	 	 	 
	Comp/stand	 	State-County
	11001-013

	 	AL-Cherokee
	11001-014

	 	AL-Cherokee
	11001-018

	 	AL-Cherokee






Exhibit I Page 2 of 2






 









 








Exhibit J




Definitions Related to the Reserved Mineral Interests and Rights




     The terms below, as used in this Agreement, shall have the following meanings:



     (a) “Drilling and Other Operations” means:



          (i) all surface and subsurface operations for the purposes of exploring (including seismic
surveys or other geophysical operations), drilling, mining, developing, producing, storing,
removing, treating, transporting and owning oil, gas and other liquid or gaseous hydrocarbons;



          (ii) all surface and subsurface operations for the purposes of exploring (including seismic
surveys or other geophysical operations), drilling for, mining by underground shafts, tunnels, in
situ or solution, gasification or other similar methods, developing, producing, storing, removing,
treating, transporting and owning any other Minerals not described in clause (i) of this
definition;



          (iii) all subsurface operations for the purposes of disposing of water (including salt water)
or waste which is not considered a Hazardous Substance in underground structures or formations
(including salt domes and depleted reservoirs) and the temporary surface storage of water in
connection with the operations described in the other subsections of this definition;



          (iv) all surface and subsurface operations for the purposes of using injected water, chemicals
and other fluids or substances for the recovery of Minerals; and



          (v) all references to drilling or mining or other operations in this definition include those
methods and means now used and those hereafter developed and used in operations for the purposes of
exploring, drilling for, mining, developing, producing, storing, removing, treating, transporting
and owning Minerals, other than Strip Mining Operations.


The term “Drilling and Other Operations” shall not include Strip Mining Operations.




     (b) “Executive Rights” means all rights to exercise or to grant rights to exercise the Rights
Incident to Development of Minerals, including but not limited to rights to execute, approve or
grant each of the following related to Mineral exploration, development or production: leases,
pooling agreements, unit declarations and related agreements, division orders, stipulations of
interests, communitization agreements, farmouts, farmins, options, orders, spacing agreements,
operating agreements and all other agreements, and the right to receive bonus, delay rentals and
any other payments provided for or paid under any lease of Minerals or any other grant of Rights
Incident to Development of Minerals.



     (c) “Mineral” or “Minerals” means any of the following in, on or under the Timberlands:




Exhibit J Page 1 of 4


 









 









          (i) oil, gas and all other liquid or gaseous hydrocarbons, and their constitute parts,
including condensate, casinghead gas, distillate and natural gas liquids;



          (ii) methane gas;



          (iii) uranium, thorium and other fissionable materials;



          (iv) coal and lignite, including coal bed methane and coal seam gas;



          (v) geothermal energy resources (including hydropressured reservoirs, geopressured reservoirs,
steam and other gases, hot water, hot brine, heat, natural gas dissolved in ground water and
associated energy found in ground water);



          (vi) oil sands and shales; and



          (vii) byproducts from Mineral production or processing.


The term “Minerals” shall not include sand, gravel, kaolin, bauxite or aggregates located in, on or
under the Timberlands, other than such sand, gravel or aggregates as may be produced as a byproduct
of Mineral production.




     (d) “Mineral Rights” means any:



          (i) royalty, overriding royalty, advance royalty, minimum royalty, shut-in royalty, production
payments of any other kind and character related to Mineral production, rights to take Mineral
production in kind, net profits interests of any kind or character in Minerals and any other
contractual rights of a grantor or lessor under any lease of Minerals or other grant of a
contractual or property interest in Minerals;



          (ii) reversionary rights or interests in Minerals and all rights of reentry to estates in
Minerals;



          (iii) preferential rights to acquire (A) Minerals, (B) any of the rights enumerated in clauses
(i) through (vi) of this definition of Mineral Rights or (C) leases on Minerals, in federal or
state lands, to the extent such reservation is permitted by applicable law;



          (iv) all royalties and other payments related to the leasing or production of Minerals owned
by the United States of America or any State that have been granted to the owner of the surface
estate in the Timberlands as of the date of conveyance of the Timberlands to Purchaser, under any
federal or state law;



          (v) any other economic or contractual rights, options or interests in and to (A) any of the
rights enumerated in clauses (i) through (vi) of this definition of Mineral Rights, (B) Minerals,
(C) any partnership or venture interest in Minerals or (D) the exploration, development or
production of Minerals; and



          (vi) any other right or interest pertaining to the Minerals or any of the rights enumerated in
clauses (i) through (vi) of this definition of Mineral Rights existing at the date of



Exhibit J Page 2 of 4




 









 







the conveyance of the Timberlands to Purchaser, and owned or held by Seller.




     (e) “Reserved Mineral Interests and Rights” has the meaning set forth in Section 10.



     (f) “Reserved Mineral Records” means any and all books, records, files, data (including
seismic data and related information), analyses or other information, whether documentary or
otherwise, maintained by Seller or any affiliate of Seller relating to Minerals, Mineral Rights, or
Rights Incident to Development of Minerals.



     (g) “Rights Incident to Development of Minerals” means:



          (i) all easements, servitudes, rights of entry, rights of way, licenses, permits and other
surface rights, powers, benefits and privileges, expressed or implied in law or in fact, for
exploration, drilling or otherwise developing and completing wells or other means of production of
any Minerals, reworking wells or other means of production of any Minerals, producing, removing,
marketing or transporting Minerals, including the right to construct drill sites and roads to the
drill sites and to extend utility, gathering lines, flow lines and pipelines to the drill sites and
to locate on the drill sites the equipment and improvements reasonably necessary to drill wells
(using any technique including directional or horizontal drilling), to complete wells, to produce
wells, to treat, repair, reenter and rework wells and to separate, treat, compress, process, store,
remove, own, claim, sell, and transport production from wells;



          (ii) the right to conduct Drilling and Other Operations in, on and under the Timberlands;



          (iii) the right to conduct operations for reservoir stimulation and improved recovery
techniques for the recovery and production of Minerals, including but not limited to water
flooding, immiscible gas injection, miscible gas injection, chemical flooding and thermal recovery,
the disposal of water (including saltwater) produced or recovered in such operations and the use of
so much of water from the Timberlands as may be needed for such operations, subject to not
materially inferring with the use of potable groundwater for ordinary domestic uses or the ordinary
use of water for livestock, agriculture or timber growing and harvesting activities;



          (iv) the right to reenter and use all abandoned drill holes and wells on the Timberlands and
all of Seller’s right, title and interest in fixtures, wells, equipment and personal property of
any kind located now or in the future on the Timberlands and used solely in connection with
Drilling and Other Operations;



          (v) the right to use all subsurface structures and depleted reservoirs for storage of
substances or for disposal of water (including saltwater) or of waste;



          (vi) the right to use or salvage all surface and subsurface equipment, facilities or
improvement abandoned on, in or under the Timberlands by owners or producers of Minerals (including
utility lines, gathering lines, flow lines, pipelines and roads);



          (vii) the right to retain and possess all Reserved Minerals Records;



Exhibit J Page 3 of 4




 









 








          (viii) any claims, causes of action, choses in action, counterclaims, cross-claims or
affirmative defenses to the extent attributable to the ownership and use of the Minerals, Mineral
Rights or Rights Incident to Development of Minerals described in other subsections of this
definition;



          (ix) all other rights, powers, benefits or privileges incident or appurtenant to the ownership
of Minerals and Mineral Rights under applicable law; and



          (x) the free use and exercise of the rights and interests described in clauses (i) through
(ix) above.



     (h) “Royalty” or “royalty” means a non-possessory, cost-free fractional or percentage interest
in Minerals as and when produced.



     (i) “Strip Mining Operations” means activities conducted on the surface of the Timberlands to
explore for, develop, produce, treat, process, transport, market and deliver coal, lignite, iron,
uranium, other metals and other commercially valuable substances in solid form such as contour,
strip, auger, mountaintop removal, box cut and open pit mining, quarrying, placer mining, dredging
and heap leach, including reclamation, if any, in support of or incident to such operations and the
construction, maintenance and replacement of surface and groundwater control or detention
structures or facilities and other environmental controls or monitoring facilities, storage and
disposal areas, and other monitoring and reclamation activities as may be required by law, permit
or contract to conduct such operations.



Exhibit J Page 4 of 4





 









 








Exhibit L




Form of Mitigation Option Agreement




OPTION AND MITIGATION AGREEMENT




     THIS OPTION AND MITIGATION AGREEMENT (this “Agreement”) is made as of the __ day of ___, 2011
(the “Effective Date”), by and between FORESTAR (USA) REAL ESTATE GROUP INC., a Delaware
corporation (“Forestar”) and PLUM CREEK TIMBERLANDS, L.P., a Delaware limited partnership (“Plum
Creek”, each of Forestar and Plum Creek being a “Party” and collectively, the “Parties”).



STATEMENT OF BACKGROUND




     WHEREAS, Forestar and Plum Creek are parties to that certain Purchase and Sale Agreement dated
__________, 2011 (the “PSA”).



     WHEREAS, pursuant to the terms of the PSA, Forestar sold certain Alabama and Georgia
timberlands (the “PSA Property”) to Plum Creek as such PSA Property is more particularly described
in the PSA.



     WHEREAS, pursuant to the PSA, Plum Creek agreed to grant to Forestar an option to acquire an
easement and appurtenant mitigation rights to Compartments 10023, 10024, 11103, 11172, and 14023 of
the PSA Property, each such Compartment being hereinafter referred to as a “Mitigation Property”
and all such Compartments being collectively referred to as the “Mitigation Properties”, and being
more particularly described on Exhibit “A” attached hereto and incorporated herein by this
reference. For purposes of this Agreement, the term “Balance Property” shall be used to describe
that portion of the PSA Property not included in the Mitigation Properties.



     WHEREAS, under the federal Clean Water Act, the United States Army Corps of Engineers (the
“Corps”) is authorized to issue permits allowing certain adverse impacts to wetlands, streams and
other aquatic resources. In issuing such permits, the Corps may require the permittee to purchase
certain “mitigation credits” to offset such adverse impacts. Such credits are sold to the
permittee by parties that have created “mitigation banks” under programs established by the Corps
to mitigate previously degraded aquatic resources. Certain portions of the Mitigation Property may
hold additional value if conserved as part of one or more such mitigation bank programs.



     WHEREAS, subject to the terms and conditions of this Agreement, Forestar shall have the right
to take all actions with respect to enroll any portion of the Mitigation Property in any such
mitigation bank program under the federal Clean Water Act or any successor statute or similar
federal or state law allowing the imposition of perpetual restrictions (the “Restrictive Covenant”)
on real property in exchange for credits, as such laws may be adopted, enacted or amended from time
to time (all actions and all portions of the Mitigation Property related to each such participation
being a “Mitigation Project”), which authorized actions shall include, without limitation,
planning, developing, constructing, maintaining, operating, reporting, enrolling, deriving benefits
from, imposing recorded and unrecorded restrictions on, conveying conservation or other easements
with respect to, and otherwise managing, the Mitigation Projects



Exhibit L Page 1 of 15




 









 







(such activities are hereinafter collectively referred to as the “Mitigation Activities”); all
such actions to be conducted in compliance with all the terms and conditions contained herein.




STATEMENT OF AGREEMENT



NOW, THEREFORE, in consideration of $10.00 in hand paid by Forestar to Plum Creek, the mutual
agreements and covenants set forth herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Forestar and Plum Creek, intending to be legally
bound, hereby agree as follows:





	1.	 	Recitals. The recital paragraphs as set forth herein above are true and correct and
incorporated herein by this reference.
	 
	2.	 	Definitions.






	 	a.	 	The term “Affiliate” when used with respect to a specified Person means a
Person that (i) is a shareholder, partner, member, trustee, beneficiary, director,
manager or officer of such specified Person or of any Person specified in clause (ii)
hereof, or (ii) directly, or indirectly through one or more intermediaries, controls,
is controlled by or is under common control with such specified Person. For purposes of
this definition, the term “control” (and any derivative thereof) means the possession,
directly or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.






	 	b.	 	The term “Allocable Share” shall mean with respect to each Mitigation Project
the percentage of each Party’s Reimbursement towards the payment of the Project Costs
for such Mitigation Project in relation to the total Project Costs for such Mitigation
Project.






	 	c.	 	The term “Commission” shall mean a fee equal to five percent (5%) of the gross
proceeds received by Forestar upon the sale of Mitigation Credits which shall be due
and payable to Forestar upon each such sale to reimburse Forestar for its overhead
expenses incurred in establishing and maintaining each Mitigation Project.






	 	d.	 	The term “Deed Restriction Fee” shall mean a sum equal to Five Hundred and
No/100 Dollars ($500.00) per acre for each acre of Project Property. Partial acres
shall be prorated. The Deed Restriction Fee is a blended number that takes into
consideration the fact that the majority of the Project Property will be located within
the SMZ zones of the Mitigation Property. To the extent that the number of Pine Acres
included in one or more Project Properties within a Mitigation Property cumulatively
exceed the Pine Threshold, then, in addition to the Deed Restriction Fee set forth
herein above, Forestar shall pay to Plum Creek an amount equal to one hundred and fifty
percent (150%) of the net present value of the pine growth encumbered in excess of the
Pine Threshold.






	 	e.	 	The term “Default” shall mean the failure of a party to comply with the terms
and conditions of this Agreement, which failure is not cured within thirty (30) days
after






Exhibit L Page 2 of 15



 









 










	 	 	 	the receipt of written notice, or to the extent that such failure cannot reasonably be
cured with said thirty (30) day period, the failure of the Party to commence curing said
failure within said thirty (30) day period and thereafter diligently pursue such cure
until completion, provided that the period to cure any failure shall not exceed sixty
(60) days.






	 	f.	 	The term “Mitigation Obligations” shall be interpreted broadly and shall
include any and all obligations, promises, duties, requirements, or commitments, both
affirmative and negative, now or in the future, made to or required by the Corps or any
third party upon Forestar as a condition or requirement to complete a Mitigation
Project or with respect to the issuance of one or more Mitigation Credits or any other
Project Benefit.






	 	g.	 	The term “Person” means any individual, corporation, partnership, (both general
and limited), limited liability company, association, trust or other entity or
organization, including any government or political subdivision or any agency or
instrumentality thereof.






	 	h.	 	The term “Pine Acres” shall mean that portion of a Mitigation Property upon
which pine trees are being commercially grown.






	 	i.	 	The term “Pine Threshold” shall mean five percent (5%) of the Pine Acres
contained within each Mitigation Property.






	 	j.	 	The term “Proceeds” shall mean any compensation received from the sale of
Mitigation Credits.






	 	k.	 	The term “Project Benefits” with respect to a Mitigation Project shall include
only (a) the credits derived from the enrollment or participation of such Mitigation
Project in any mitigation bank program under the federal Clean Water Act or any
successor statute or similar federal or state law allowing the imposition of
restrictions on real property in exchange for credits (the “Mitigation Credits”), as
such laws may be adopted, enacted or amended from time to time, and (b) all proceeds
derived from the sale of Mitigation Credits.






	 	l.	 	The term “Project Costs” with respect to each Mitigation Project shall include
all costs incurred in the planning, construction, maintenance and operation, repair and
restoration of such Mitigation Project and the enrollment and participation of such
Mitigation Project in any mitigation bank program, including, without limitation, (i)
the Deed Restriction Fee, (ii) the costs of consultants, engineers, contractors,
attorneys or other parties engaged in the planning, construction, maintenance or
operation of such Mitigation Project, (iii) the costs of the preparation of all
required reports and documentation with respect to such Mitigation Project, (iv) all
application fees and the cost of obtaining any required governmental or third-party
approvals, (v) all costs associated with the establishment and recording of any
Restrictive Covenant or other agreement encumbering the portion of the Mitigation
Property included in such Mitigation Project, (v) any rollback taxes or penalties that
maybe assessed





Exhibit L Page 3 of 15



 









 










	 	 	 	pursuant to the Georgia Forest land Protection Act of 2008 (the “FLPA”) resulting from
the act of recording the Restrictive Covenant, (vi) the Commissions; and (vi) the costs
of road maintenance and new road construction, if necessary, as may be required to
access the Mitigation Property.






	 	m.	 	The term “Project Property” shall mean that portion of the Mitigation Property
encumbered by a Restrictive Covenant pursuant to a Mitigation Project, not to exceed
1,030 acres in the aggregate.






	 	n.	 	The term “Reimbursements” shall mean the respective contributions towards the
payment of Project Costs for each Mitigation Project that Forestar and Plum Creek have
made or deemed to have made as provided herein.






	3.	 	Grant of Option. Subject to the terms of this Agreement, Plum Creek hereby grants to
Forestar, its successors and assigns, the exclusive option to acquire an easement and rights
to conduct Mitigation Activities on the Mitigation Properties.
	 
	4.	 	Option Term. The option granted hereby shall commence on the Effective Date hereof
and continue for a period of five (5) years, unless sooner terminated as provided herein or
extended by written agreement of the Parties (the “Option Term”).
	 
	5.	 	Access to Mitigation Property.






	 	a.	 	During the Option Term, Forestar and its agents, employees and independent
contractors shall have the right, privilege and license to enter upon the Mitigation
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; provided, however, that Forestar shall provide five (5) days notice to Plum
Creek prior to entering the Mitigation Property; and provided, further that Forestar
shall obtain the written consent of Plum Creek prior to conducting any core sampling,
test borings or other invasive testing. Forestar agrees to use existing roads located
upon the Mitigation Property, whenever reasonably possible, and shall repair any damage
caused to such roads pursuant to the exercise of the rights granted herein, such
repairs to be made to a standard not less than that which existed when such use
commenced and in compliance with Best Management Practices of the State of Georgia
(“BMPs) and the Sustainable Forestry Initiative of SFI, Inc. (“SFI”). In the event new
roads or road spurs must be constructed in order to access a portion of the Mitigation
Property, Forestar must first notify Plum Creek which notice must include a map showing
the location of the proposed road and the construction plans for such road. Any roads
must be constructed pursuant to BMPs and SFI. Forestar must pay to Plum Creek the net
present value of any timber damaged or removed from property owned by Plum Creek as the
result of any new road construction or maintenance of existing roads. Forestar and
the contractors, representatives and agents of Forestar who enter upon the Property
shall maintain commercial general liability insurance, naming Plum Creek as an
additional insured, in an amount not less than $2,000,000 and, prior to any such entry
upon the Mitigation Property, shall provide Plum Creek





Exhibit L Page 4 of 15




 









 









	 	 	 	with written evidence of such insurance. Forestar shall hold Plum Creek harmless and
indemnify, and, at Forestar’s expense, defend Plum Creek and Plum Creek’s agents,
employees, officers, directors, partners, successors and assigns from any cost, expense,
claim or liability, including reasonable attorneys’ fees and expenses, which may arise
in any manner from said inspections, examinations and tests but which are not caused by
the gross negligence or willful misconduct of Plum Creek or Plum Creek’s agents,
servants, employees, consultants, officers and directors. This indemnity shall survive
termination of this Agreement.






	 	b.	 	Following expiration of the Election Period as described in Section 7.a. below
and payment of the Deed Restriction Fee, if any is due, and provided that Forestar is
not in Default of this Agreement, Forestar shall have a temporary easement (the
“Temporary Easement”) for ingress and egress over, along and across the Project
Property and the existing roads (and new roads and road spurs approved by Plum Creek in
accordance with Section 5.a. above) located upon the Mitigation Property to the
applicable Project Property and for the purposes of completing Mitigation Activities,
including, but not limited to, constructing, operating, repairing, maintaining,
altering, reporting, reconstructing and/or inspecting the Project Property. The
Temporary Easement applicable to each Project Property shall automatically terminate at
the time that all Mitigation Activities related to such Project Property are complete.
Plum Creek agrees to execute a recordable Temporary Easement agreement, in form and
substance reasonably acceptable to Plum Creek, to provide notice in the real estate
records of the county or counties in which each Project Property is located of the
Temporary Easement rights granted pursuant to this Paragraph. Forestar agrees to
execute a recordable Termination of Temporary Easement to provide notice in the real
estate records that such Temporary Easement has been terminated.






	6.	 	Exercise of Option. At any time, and from time to time during the Option Term, and
provided that Forestar is not in Default of this Agreement, Forestar may deliver written
notice to Plum Creek of its exercise of the Option with respect to any portion of the
Mitigation Properties (each such notice being hereinafter referred to as a “Mitigation Project
Notice”). Notwithstanding anything contained herein to the contrary, Forestar may provide
more than one Mitigation Project Notice with respect to any Mitigation Property. Each
Mitigation Project Notice shall constitute exercise of the Option and shall include, with
reasonable specificity, a scope of the Mitigation Activities to be conducted, a survey of the
Project Property, the amount of Pine Acres included within the Project Property, a draft of
the proposed easement in favor of Forestar, if any, that will allow Forestar to place the
Restrictive Covenant on the Project Property; a draft of the proposed Restrictive Covenant for
the Mitigation Project, the estimated Project Costs and Project Benefits of the Mitigation
Project and the projected timeline for activities on the Mitigation Property with respect to
the Mitigation Project; provided, however, such estimated Project Costs, Project Benefits and
projected timeline shall serve as estimates only, and shall under no circumstances constitute
a representation or warranty of any kind by, or otherwise bind Forestar with respect to the
costs, profitability or timely completion of any Mitigation Project. Plum Creek shall have
twenty (20) days following its receipt of each Mitigation Project Notice to object to any
matter contained within the Mitigation Project Notice (“Plum Creek’s Objection”). In the





Exhibit L Page 5 of 15




 









 









	 	 	event the Parties are unable to resolve the objectional matter or matters to each party’s sole
discretion within twenty (20) days of Forestar’s receipt of Plum Creek’s Objection, the
provisions of Section 21.i. hereof shall apply. Any material change or addition to the
information contained in the Mitigation Project Notice shall require Forestar to deliver a new
Mitigation Project Notice to Plum Creek; provided, however, that no such notice shall be
required to the extent that Plum Creek has approved any such material change or addition.






	7.	 	Election by Plum Creek.






	 	a.	 	Plum Creek shall have a period of twenty (20) days following its receipt of
each Mitigation Project Notice, or, if Plum Creek objects pursuant to Paragraph 6
above, twenty (20) days from the date such objection is resolved (the “Election
Period”) to deliver written notice to Forestar of Plum Creek’s election to either (a)
decline to participate in such Mitigation Project, (b) participate in such Mitigation
Project to the extent of the Deed Restriction Fee, or (c) participate in such
Mitigation Project on an equal financial basis with Forestar. Failure by Plum Creek to
deliver written notice of its election within such time period shall be deemed an
election of clause (a). Any actual or deemed election of the foregoing clause (a)
shall constitute a waiver of any present or future right of Plum Creek to participate
in such Mitigation Project.






	 	b.	 	If Plum Creek declines to participate in any Mitigation Project (or is deemed
to have so declined), then Forestar shall be responsible for all Mitigation Activities,
Project Costs, and Mitigation Obligations and shall receive all Project Benefits with
respect to such Mitigation Project. If Plum Creek elects to participate in a
Mitigation Project only to the extent of the Deed Restriction Fee, then (i) Forestar
shall be responsible for all Mitigation Activities, Mitigation Obligations and the
Project Costs, less the Deed Restriction Fee (which Deed Restriction Fee shall be Plum
Creek’s sole Reimbursement for purposes of determining its Allocable Share with respect
to such Mitigation Project), and (ii) proceeds from such Mitigation Project shall be
paid to the Parties in accordance with Paragraph 9(b) herein. If Plum Creek elects to
participate in a Mitigation Project on an equal basis with Forestar, then (x) Forestar
shall retain all Mitigation Obligations, but (y) each of Plum Creek and Forestar shall
be responsible for fifty percent (50%) of the Project Costs (Plum Creek being deemed to
have made a Reimbursement towards the Project Costs equal to the amount of the Deed
Restriction Fee), and (z) proceeds from such Mitigation Project shall be paid to the
Parties in accordance with Paragraph 9(b) herein.






	 	c.	 	Plum Creek shall only be responsible for those Mitigation Obligations which it
expressly assumes in writing. Plum Creek shall have no responsibility to perform any
Mitigation Activities.






	8.	 	Payment of Deed Restriction Fee. Each Deed Restriction Fee shall be due and payable
to Plum Creek within seventy (70) days following the expiration of the Election Period;
provided, however, that no Mitigation Activities to be conducted on the Property may commence
and no Restrictive Covenant may be recorded until Plum Creek’s Objection, if any, has been
resolved as provided herein and such Deed Restriction Fee is paid.





Exhibit L Page 6 of 15




 









 









	 	 	Notwithstanding the foregoing, if Plum Creek elects to participate in any Mitigation Project,
the Deed Restriction Fee applicable to such Mitigation Project shall not be paid by Forestar to
Plum Creek, but rather shall be considered to be a Project Cost with respect to such Mitigation
Project paid for as a Reimbursement by Plum Creek.






	9.	 	Accounts; Payments






	 	a.	 	Accounts. Separate accounts (each, an “Account”) shall be established and
maintained by Forestar for Forestar and Plum Creek as to each Mitigation Project,
setting forth each Party’s Reimbursements towards the payment of Project Costs for such
Mitigation Project. Neither Party shall receive interest on its Accounts nor shall
either Party have any right to the return or distribution of its Accounts except to the
extent specifically provided in this Agreement. The Accounts of Forestar and Plum
Creek shall be credited with Reimbursements, if any, made with respect to each
Mitigation Project and shall be charged with distributions made with respect of such
Mitigation Project. Neither Forestar nor Plum Creek shall have the right to withdraw
or reduce its investment or to receive any return thereon or on any portion thereof
except as may result by virtue of distributions expressly provided for in this
Agreement.






	 	b.	 	Payments. Following (i) the establishment of a reserve account for each
Mitigation Project in an amount reasonably determined by Forestar to cover the
estimated reporting and maintenance cost of the Mitigation Projects, (ii) the payment
of an outstanding Project Costs for which Reimbursements have not been made by the
Parties, (iii) the payment of any transactions costs involved in the sale of Mitigation
Credits, including, but not limited to, the payment of the applicable Commission, and
(iv) the payment of any sums owed to Forestar pursuant to Paragraph 18 herein, Forestar
shall periodically pay to Plum Creek and Forestar, in accordance with their respective
Allocable Share, any proceeds from Mitigation Projects (provided that, with respect to
any Mitigation Project in which Plum Creek has elected to participate only to the
extent of the Deed Restriction Fee, each payment to Plum Creek shall be calculated such
that the aggregate payments to Plum Creek with respect to such Mitigation Project,
including such payment, equal Plum Creek’s Allocable Share of the aggregate proceeds of
such Mitigation Project as of the date of such payment).






	10.	 	Reports and Records.






	 	a.	 	Reports. With respect to any Mitigation Project in which Plum Creek has
elected to participate, within forty-five (45) days following the delivery of a written
request by Plum Creek to Forestar, but in no case more frequently than annually,
Forestar shall prepare a written report regarding each Mitigation Project included in
the written request of Plum Creek, which report shall: (i) describe the status of the
development of such Mitigation Project, including a description of the work done to
date, approvals obtained, credits applied for and credits sold; and (ii) contain a
detailed report of the Project Costs and Project Benefits actually incurred or received
to date with respect to such Mitigation Project.





Exhibit L Page 7 of 15




 









 









	 	b.	 	Records. Forestar shall maintain accurate and detailed records of the
planning, construction, operation and management of the Mitigation Projects as are
required for it to perform its services under applicable law. Plum Creek shall have
the right to inspect, during regular business hours and upon reasonable prior notice,
and copy any or all of the books and records of Forestar with respect to the Mitigation
Projects.






	11.	 	Abandonment of Mitigation Project. Forestar shall have the right, in its sole
discretion, to abandon, terminate or otherwise discontinue the pursuit of any Mitigation
Project at any time by delivering written notice of same to Plum Creek (an “Abandonment
Notice”); provided, however, Forestar shall not have the right to abandon a Mitigation Project
without the written consent of Plum Creek if (i) a Restrictive Covenant has been placed of
record; or (ii) Forestar has conducted physical construction on the Mitigation Property. If
such Abandonment Notice is delivered before the recording of the Restrictive Covenant,
Forestar shall have no obligation to pay such Deed Restriction Fee, and Plum Creek shall
promptly refund any such Deed Restriction Fee previously paid to Plum Creek with respect to
the Mitigation Project so abandoned. If such Abandonment Notice is delivered after the
recording of the Restrictive Covenant, Plum Creek shall have no obligation to refund any Deed
Restriction Fee. Any such abandonment shall not relieve Forestar from any Mitigation
Obligations.
	 
	12.	 	Use of Mitigation Property. Subject to the terms of Paragraph 20 herein, nothing
contained in this Agreement shall restrict or otherwise limit Plum Creek’s full and unfettered
use of the Mitigation Property prior to the Plum Creek’s receipt of a Mitigation Project
Notice. Following receipt of a Mitigation Project Notice, Plum Creek shall not use any
portion of the Project Property described in such Mitigation Project Notice for any purpose
other than (i) the Mitigation Project, or (ii) a use consistent with the Restrictive Covenants
until such time as Plum Creek receives an Abandonment Notice with respect to such Project
Property.
	 
	13.	 	Balance Property. Except as specifically set forth in Section 5 herein, Forestar
agrees that this Agreement confers no rights or interest in the Balance Property for the
benefit of Forestar. Nothing contained herein is intended to impair Plum Creek’s use,
management or enjoyment of the Balance Property for any purpose.
	 
	14.	 	Timber Cut from Project Property. To the extent that any timber is cut or removed
from a Project Property as part of a Mitigation Project, Forestar shall promptly pay to Plum
Creek the net present value for such timber removed, less any and all applicable taxes.
	 
	15.	 	Sale of Mitigation Property. To the extent that Plum Creek sells, exchanges or
transfers all or any portion of the Mitigation Property to any Person other than an Affiliate
(such sale being hereinafter referred to as a “Property Sale”) at any time during the Option
Term prior to Plum Creek’s receipt of a Mitigation Project Notice with respect to the portion
of the Mitigation Property included within such Property Sale, then the Mitigation Property
sold pursuant to such Property Sale shall, at the option of Plum Creek (provided that any
assignment of this Agreement shall be subject to Paragraph 21(b)), be free and clear of the
terms and conditions of this Agreement. Plum Creek shall provide written notice to Forestar
of its intent to sell, transfer or exchange any portion of a Mitigation Property and Forestar
shall be restricted from providing any Mitigation Project Notice with respect to all or any
portion of Mitigation Property until the earlier of (i) ninety (90) days following receipt of





Exhibit L Page 8 of 15




 









 









	 	 	Plum Creek’s notice; or (ii) the consummation of the sale of the property. Upon notice by Plum
Creek that a sale has been consummated, this Agreement shall terminate as to that portion of a
Mitigation Property so sold. Upon the written request of Plum Creek, Forestar shall execute
such documentation as may reasonably be requested by Plum Creek to acknowledge the terms of this
Paragraph with respect to such Property Sale. To the extent that Plum Creek completes a
Property Sale at any time during the Option Term after Plum Creek’s receipt of a Mitigation
Project Notice with respect to the portion of the Mitigation Property included within such
Property Sale, then the Mitigation Property sold pursuant to such Property Sale shall be subject
to the terms and conditions of this Agreement (provided that any assignment of this Agreement
shall be subject to Paragraph 21(b)).






	16.	 	Delineation of Boundaries of Project Property. As part of each Mitigation Project,
Forestar shall cause the boundaries of the Project Property to be delineated through the use
of signs installed approximately every two hundred (200) feet, marking with red paint the
trees bounding the Project Property, and such other methods as may be agreed to from time to
time by Forestar and Plum Creek.
	 
	17.	 	Actions by Plum Creek. Within twenty (20) days after the written request of
Forestar, Plum Creek shall take all actions, deliver all consents and execute all documents,
including, but not limited to the Restrictive Covenant, that are reasonably requested by
Forestar with respect to any Mitigation Project. Notwithstanding anything contained in this
Agreement to the contrary, Plum Creek shall not be obligated to execute any Restrictive
Covenant that eliminates or unreasonably limits Plum Creek’s access to those portions of the
Mitigation Property not encumbered by the Restrictive Covenant.
	 
	18.	 	Failure to Pay Project Costs. With respect to any Mitigation Project in which Plum
Creek has elected to participate pursuant to Paragraph 7, a failure by Plum Creek to pay,
within thirty (30) days following written demand therefor, its allocable percentage of any
Project Cost shall give Forestar the right to pay the amount owed by Plum Creek (the
“Delinquent Amount”) and, in Forestar’s sole discretion, elect as its sole remedy either (a)
to require the reimbursement by Plum Creek in an amount equal to the Delinquent Amount plus
interest accruing at the lesser of (i) eighteen percent (18%) per annum, or (ii) the maximum
rate allowed by law; or (b) to terminate the rights and obligations of Plum Creek in and to
the Mitigation Project with respect to which Plum Creek is in default. If Forestar elects
clause (a), then Forestar shall have the right to offset any sums owed by Plum Creek to
Forestar pursuant to this Paragraph against any sums payable to Plum Creek pursuant to
Paragraph 9(b) herein. If Forestar elects clause (b), then (A) Forestar shall be solely
responsible for all future Project Costs, and shall receive all future Project Benefits,
attributable to such Mitigation Project, and (B) Plum Creek shall have no right to be
reimbursed for any portion of the Project Costs previously paid by Plum Creek (including, but
not limited to, the Deed Restriction Fee) with respect to such Mitigation Project.
	 
	19.	 	Indemnity. Forestar shall hold Plum Creek harmless, indemnify and at Forestar’s
expense, defend Plum Creek and Plum Creek’s agents, employees, officers, directors, partners,
successors and assigns from any cost, expense, claim or liability, , including reasonable
attorneys’ fees and expenses, which may arise in any manner from the Mitigation Activities





Exhibit L Page 9 of 15




 









 









	 	 	but which are not caused by the gross negligence or willful misconduct of Plum Creek or Plum
Creek’s agents, servants, employees, consultants, officers and directors.






	20.	 	Title. During the Option Term, Plum Creek shall not, without the prior written
consent of Forestar, enter into any agreement granting to any person any right with respect to
the Mitigation Property or any portion thereof; provided, however, Plum Creek shall have the
right, in the ordinary course of business, (i) to renew existing and/or to enter into new
leases or licenses, provided that any such renewal or new lease shall be terminable by Plum
Creek upon no more than sixty (60) days prior notice with respect to that portion thereof
encumbering the Mitigation Property, and (ii) to enter into commercially reasonable timber
cutting agreements with terms of no more than eighteen (18) months. Nothing contained herein
shall be deemed to restrict or otherwise prohibit Plum Creek from submitting some or all of
the Mitigation Property to the terms of the FLPA. Additionally, nothing herein shall be
deemed to restrict or otherwise prohibit Plum Creek from conveying fee title to all or any
portion of the Mitigation Property pursuant to Paragraph 15. Forestar shall pay, when due, all
claims for labor or materials furnished for or to Forestar which claims are or may be secured
by any mechanics’ liens against any portion of the PSA Property.
	 
	21.	 	Miscellaneous






	 	a.	 	Amendment of the Agreement. This Agreement may be modified or amended only in
writing executed by all of the Parties.






	 	b.	 	Assignment. Except as otherwise expressly contemplated by this Agreement,
neither Party shall assign its rights or obligations hereunder, in whole or in part,
without the prior written consent of the other Party, given or withheld in its
reasonable discretion.






	 	c.	 	No Waiver. Except as specifically set forth herein, no action or failure to
act by any Party shall constitute a waiver of any right or duty afforded to such Party
under this Agreement, nor shall any such action or failure to act constitute an
approval of or acquiescence in any breach of this Agreement except as may be
specifically agreed in writing.






	 	d.	 	Binding Effect. This Agreement shall be a legal, valid and binding agreement
of each party enforceable against such party in accordance with its terms. This
Agreement shall bind the Parties and their respective heirs, legal representatives,
successors and assigns.






	 	e.	 	Governing Law; Severability. This Agreement shall be governed by and construed
in accordance with the laws of the State of Georgia without giving effect to the
principles of conflict of laws thereof. This Agreement shall be construed so as to
limit any provision so as to make it enforceable or valid within the requirements of
any applicable law, and, in the event such provision cannot be so limited, this
Agreement shall be construed to omit such invalid or unenforceable provision.





Exhibit L Page 10 of 15




 









 









	 	f.	 	Headings. Section and other headings contained in this Agreement are for
reference purposes only and are not intended to describe, interpret, define or limit
the scope or intent of this Agreement or any provision hereof.






	 	g.	 	Counterparts. This Agreement may be executed in several counterparts, each of
which may be deemed an original, and all of such counterparts together shall constitute
one and the same Agreement. This Agreement may be executed by each Party upon a
separate copy and attached to another copy in order to form on or more counterparts.






	 	h.	 	Further Assurances. Each Party agrees to perform all further acts and execute,
acknowledge and deliver any document that may be reasonably necessary to carry out the
provisions of this Agreement.






	 	i.	 	Dispute Resolution. Any dispute, controversy or claim between Plum Creek and
Forestar arising out of or relating to this Agreement will be resolved in the manner
described in this Paragraph. If a Party provides notice of such a dispute, controversy
or claim (a “Dispute”), representatives of the Parties will meet to attempt to resolve
the Dispute. If such individuals are unable to resolve the Dispute within ten (10)
days after the date notice of the Dispute was given, any Party may, by giving notice to
the other Party, refer the Dispute to a senior executive officer of each Party or an
Affiliate (each, a “Party Executive”) for resolution. The Party Executives will meet,
either physically at a mutually convenient location or by telephone or videoconference,
with each other to endeavor to resolve the Dispute in view of the Parties’ mutual
interest in reaching a reasonable business resolution. If the Party Executives are
unable to resolve the Dispute within ten (10) days after submission of the Dispute to
them, the Party Executives shall in good faith discuss the desirability of submitting
the Dispute to mediation or binding arbitration before a single mediator or arbitrator
who has at least ten (10) years relevant industry experience in the matter that is the
subject of the Dispute. If the Party Executives cannot unanimously agree to submit the
Dispute to mediation or binding arbitration within thirty (30) days after the Dispute
was first submitted to them, or upon the failure of any agreed-upon mediation to
resolve the Dispute, the Parties may pursue such rights and remedies as are available
under this Agreement or otherwise.






	 	j.	 	Computation of Time. If the last day for the exercise of any privilege or the
discharge of any duty under this Agreement falls upon any day that is not a business
day, then the Party having such privilege or duty will have until 5:00 p.m. (its local
time) on the next business day to exercise such privilege or to discharge such duty.






	 	k.	 	Integration. This Agreement constitutes the entire agreement of the Parties
with respect to its subject matter and supersedes all prior agreements, if any, of the
Parties with respect to its subject matter.





Exhibit L Page 11 of 15




 









 









	 	l.	 	No partnership or Joint Venture. Nothing contained herein shall be deemed to
create a partnership, joint venture, or other relationship that produces a fiduciary
relationship between Forestar and Plum Creek.






	 	m.	 	Survival. Except as specifically provided herein, the terms of this Agreement
shall survive the expiration of the Option Term.






	 	n.	 	No Recording of this Agreement. Neither Party shall record a copy of this
Agreement nor any memorandum thereof in the real estate records of any county in which
the Mitigation Property is located.






	 	o	 	. No Brokerage Commission. Forestar warrants and represents to Plum Creek that
Forestar has not incurred any liability for any brokerage fee or commission in
connection with the execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby. Plum Creek warrants and represents to Forestar that
Plum Creek has not incurred any liability for any brokerage fee or commission in
connection with the execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby. Forestar and Plum Creek each agree to indemnify and
hold harmless the other from any and all damage, loss, liability, expense and claim
(including but not limited to attorneys’ fees and court costs) arising with respect to
any such fee or commission which may be suffered by the indemnified Party by reason of
any action or agreement of the indemnifying Party.






	 	p.	 	Notice. Any and all notices required or permitted under this Agreement 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, or by facsimile or e-mail, to the other party at the
addresses set forth below, and such address as may be furnished by notice in accordance
with this Paragraph; provided, however, if any delivery is made by facsimile or e-mail,
such delivery shall be deemed delivered only if the party giving such notice obtains a
confirmation of receipt and delivers such notice by hand delivery, United States mail
or recognized overnight carrier for next day delivery. All notices shall be deemed
given and effective upon the earliest to occur of: (i) the confirmed facsimile or
e-mail transmission or hand delivery of such notice to the address for notices; (ii)
one business day after the deposit of such notice with an overnight courier service by
the time deadline for next day delivery addressed to the address for notices; or (iii)
three business days after depositing the notice in the United States mail.





Exhibit L Page 12 of 15




 









 








	 	 	 

	Seller:
	 	Forestar (USA) Real Estate Group Inc.
	 
	 	6300 Bee Cave Road
	 
	 	Building II, Suite 500
	 
	 	Austin, TX 78746
	 
	 	Attention: Mr. David M. Grimm, Esq.
	 
	 	Phone: 512-433-5223
	 
	 	Fax: 512-433-5203
	 
	 	Email: davidgrimm@forestargroup.com
	 
	 	 
	with a copy to:
	 	Sutherland Asbill & Brennan LLP
	 
	 	999 Peachtree Street, N.E.
	 
	 	Atlanta, Georgia 30309
	 
	 	Attention: Victor P. Haley, Esq.
	 
	 	Phone: 404-853-8302
	 
	 	Fax: 404-853-8806
	 
	 	Email:victor.haley@sutherland.com
	 
	 	 
	Purchaser:
	 	Plum Creek Timberlands, L.P.
	 
	 	113 Bascom Court
	 
	 	Columbus, GA 31909
	 
	 	Attention: Charlie Cornish
	 
	 	Phone: 706-596-8208
	 
	 	Fax: 706-596-8205
	 
	 	Email: charlie.cornish@plumcreek.com
	 
	 
	 
	 	 
	with a copy to:
	 	Plum Creek Timberlands, L.P.
	 
	 	999 Third Avenue, Suite 4300
	 
	 	Seattle, WA 98104
	 
	 	Attention: Sheri L. Ward
	 
	 	Phone: 206-467-3690
	 
	 	Fax: 206-467-3799
	 
	 	Email: sheri.ward@plumcreek.com







	 	q.	 	Time of Essence. Time is of the essence of this Agreement.






	 	r.	 	Compliance with Laws. Forestar shall comply with all laws, rules,
ordinances and regulations in the conduct of Mitigation Activities.






	 	s.	 	Default. If either Party is in default under this Agreement, the
non-defaulting Party shall be entitled to exercise all rights and remedies available to
it at law or in equity, including, but not limited to, specific performance, damages or
rescission.





[remainder of page intentionally left blank; signatures appear on following pages]




Exhibit L Page 13 of 15






 









 







IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	PLUM
CREEK:




PLUM CREEK TIMBERLANDS, L.P., a Delaware limited
partnership


By : Plum Creek Timber I, L.L.C., its

       general partner

 	 



	 	 	 	 	 
	 	By: 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	FORESTAR:




FORESTAR (USA) REAL ESTATE

GROUP INC., a Delaware company

 	 
	 	By: 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 	 
	 



Exhibit L Page 14 of 15




 









 








Exhibit A



Legal Description of Mitigation Property




Exhibit L Page 15 of 15





 











 





FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT




     THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “First Amendment”) is made and entered into as of the 29th day of July, 2011,
by and among FORESTAR (USA) REAL ESTATE GROUP INC., a Delaware corporation (“Seller”), PLUM CREEK
TIMBERLANDS, L.P., a Delaware limited partnership (“Purchaser”), and FIRST AMERICAN TITLE INSURANCE
COMPANY (“Escrow Agent”).



STATEMENT OF BACKGROUND




     A. Seller, Purchaser and Escrow Agent are parties to that certain Purchase and Sale Agreement
dated as of July 6, 2011 (the “Agreement”), pertaining to certain real property located in Alabama
and Georgia, as more particularly described in Exhibit A of the Agreement.



     B. The parties hereto desire to amend the Agreement to make those certain changes set forth
herein.



     NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto for themselves and their successors and assigns do hereby agree as follows:



     1. Definitions. Any capitalized terms not defined herein shall have the respective meanings as
set forth in the Agreement, as amended hereby.



     2. Closing Date. Section 4(a) of the Agreement is hereby deleted in its entirety, and the
following substituted in lieu thereof:




“The execution and delivery of the documents and instruments for the consummation of
the purchase and sale pursuant hereto (the “Closing”) shall take place on August 5,
2011 (the “Closing Date”), through the escrow services of Escrow Agent, or such
earlier date and time, or such other location, as may be mutually agreeable to
Seller and Purchaser. The Closing Date is subject to extension only as specifically
provided in this Agreement.”



     3. Miscellaneous. Seller and Purchaser hereby ratify and affirm the Agreement, except as
amended hereby. The Agreement, as amended hereby, constitutes the entire agreement of Seller and
Purchaser with respect to the subject matter herein. This First Amendment may be executed in
several counterparts, each of which when so executed and delivered shall be an original, but such
counterparts shall together constitute one and the same First Amendment. This First Amendment may
be executed by each party upon a separate copy, and one or more execution pages may be detached
from one copy of this First Amendment and attached to another copy in order to form one or more
counterparts. Signature pages exchanged by facsimile or PDF shall be fully binding.



[remainder of page intentionally left blank; signatures appear on following pages]






1









 








     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of
the date and year first above written.



	 	 	 	 	 
	 	SELLER:




FORESTAR (USA) REAL ESTATE GROUP 

INC., a Delaware corporation

 	 
	 	By:  	/s/ Michael Quinley
 	 
	 	 	Name:  	Michael Quinley 	 
	 	 	Its: Executive Vice President 	 
	 



[Signatures Continue on Following Pages]







2









 








(Purchaser’s Signature Page to First Amendment)




	 	 	 	 	 
	 	PURCHASER:


PLUM CREEK TIMBERLANDS, L.P.

 	 
	 	By:  	Plum Creek Timber I, L.L.C., its general partner 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	     /s/ Rick R. Holley
 	 
	 	 	Name:  	Rick R. Holley 	 
	 	 	Title:  	President and CEO 	 
	 



[Signatures Continue on Following Page]






3









 








(Escrow Agent’s Signature Page to First Amendment)




	 	 	 	 	 
	 	ESCROW AGENT:



FIRST AMERICAN TITLE INSURANCE COMPANY

 	 
	 	By:  	/s/ Kevin W. Wood
 	 
	 	 	Name:  	Kevin W. Wood 	 
	 	 	Title:  	VP/Counsel 	 
	 




4