exv10w11






     Exhibit 10.11



          THIS LEASE AGREEMENT (“Lease”), dated as of February 28, 2007, between International
Paper Company, a New York corporation (“Landlord”), having an office at 6400 Poplar Avenue,
Memphis, TN 38197, and Arizona Chemical Company, a Delaware corporation (“Tenant”), having an
office at 4600 Touchton Road E., Suite 500, Jacksonville, FL 32246.





	 	1.	 	Demise of Premises.





          In consideration of the rents and covenants herein stipulated to be paid and performed,
Landlord hereby demises, lets and leases to Tenant, and Tenant hereby leases from Landlord, for the
term hereinafter described, the premises consisting of the parcel of land described in Exhibit A
attached hereto and made a part hereof (the “Land”), access to the Land consistent with the past
usage of the Land by Tenant and with the past practice of Tenant in conducting its business
operations at the Land, and all easements, rights and appurtenances relating thereto, upon the
terms and conditions hereinafter specified and subject to the terms and conditions of the Service
Agreement (as such term is defined in Section 8(b) hereof) (collectively, the “Leased Premises”).





	 	2.	 	Improvements; Use of Leased Premises; Quiet Enjoyment.





     (a) All buildings, structures and other improvements, including the building fixtures
therein, but excluding the Plant (as defined below), now located on the Land or hereafter
constructed by Tenant on the Land are herein called the “Buildings.” All buildings,
structures,
equipment and other facilities now or hereafter located on the Land that are used by Tenant
specifically as a black liquor soap acidulation plant (or for substantially similar
activities) are
referred to in this Agreement as the “Plant”. All paving, curbing, drainage, lighting and
other
parking area, roadway and similar site improvements now located on the Land or hereafter
placed upon the Land by Tenant and not constituting part of the Buildings or the Plant are
herein
called the “Site Improvements.” The Buildings, the Plant and the Site Improvements are herein
collectively called “Improvements” and the Leased Premises and the Improvements are herein
collectively called the “Property”. Landlord agrees and acknowledges that Tenant is the Owner
of each of the Improvements and that, except as set forth explicitly herein, the Improvements
are
not subject to this Lease.



     (b) During the continuance of this Lease, Tenant shall occupy and use the Leased
Premises only for the operation of the Plant or for substantially similar activities
consistent with
the past usage of the Leased Premises by Tenant.



     (c) Provided that this Lease is in full force and effect, Landlord covenants and agrees
that Tenant shall lawfully and quietly hold, occupy and enjoy the Leased Premises during the
term of this Lease, without hindrance or molestation by Landlord.



     (d) Subject
to the performance by Tenant of its obligations hereunder and subject to
Landlord’s rights pursuant to the second
(2nd) sentence of Section 4(b) hereof, Landlord
acknowledges and agrees that Tenant shall have the sole and exclusive right and obligation to
manage, operate and maintain the Leased Premises.



 









 






	 	3.	 	Term.





     (a) Initial
Term. Subject to the terms, covenants, agreements
and conditions
contained herein, Tenant shall have and hold the Leased Premises for a term (herein called
the
“Term”), which shall commence on the date hereof
(the “Commencement Date”) and expire on
the fiftieth
(50th)
anniversary of the Commencement Date or upon earlier
termination pursuant to
Section 3(b) or Section 16 hereof.



     (b) Tenant’s Option to Terminate. Tenant may, at its sole option, terminate or cancel
this Lease by providing Landlord with sixty (60) days prior written notice to that effect.
Upon
and after the effective date of such termination, Landlord and Tenant shall have no further
rights
or obligations under this Lease, except (i) with respect to obligations and liabilities of
Tenant
under this Lease, actual or contingent, which have arisen on or prior to such date, including
without limitation any indemnification obligations under Section 9 or Section 22, and (ii) any
other rights and obligations which expressly survive such termination.



     (c) On
one or more mutually agreeable dates between the forty seventh
(47th) and
forty eighth (48th) anniversaries of the Commencement Date, Landlord and Tenant
shall meet at
a mutually agreeable place to discuss the ramifications of the expiration of the Term.




	 	4.	 	Rent.





     (a) Tenant covenants to pay Landlord, as monthly rent for the Leased Premises
during the Term, $100.00 (herein called the “Base Rent”) on the first day of each month during
the Term, and to pay the same at Landlord’s address set forth above or at such other place or
to
such other person as Landlord from time to time may designate in writing, in such coin or
currency of the United States as shall at the time of payment be legal tender for the payment
of
public and private debts.



     (b) Tenant covenants to pay and discharge on or before the thirtieth (30th) day
after
Tenant has received a bill therefor, as additional rent, all other amounts, liabilities and
obligations which Tenant assumes or agrees to pay or discharge pursuant to this Lease (the
“Additional Rent”, and together with the Base Rent, the “Rent”) (except that amounts payable
as liquidated damages pursuant to Section 16 shall not constitute Additional Rent) together
with
every fine, penalty, interest and cost which may be added for non payment or late payment of
such Additional Rent and, in the event of any failure on the part of Tenant to pay or
discharge
any of the foregoing within any applicable grace period provided herein, Landlord shall have
all
rights, powers and remedies provided herein or by law or otherwise in the case of non payment
of the Rent. During the occurrence and continuance of an event of default, Landlord shall have
the right but not the obligation to perform any agreement or covenant of Tenant hereunder if
Tenant shall have failed to perform such agreement or covenant and, upon demand by Landlord,
Tenant shall pay to Landlord as Additional Rent any and all costs and expenses (including, but
not limited to, all reasonable attorneys’ fees and expenses) that are incurred by Landlord in
connection with performing any such agreement or covenant. Tenant will also pay on demand to
Landlord, as Additional Rent, interest at the rate often (10) percent per annum on all overdue
installments of Base Rent from the due date thereof until paid in
full, and on all overdue amounts
of Additional Rent from the due date thereof until paid in full by Tenant.



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     (c) Landlord
shall utilize the check meter and the equipment ancillary thereto
currently located on the Property (herein called the “Check Meter”) to measure and record and
provide printouts of the measurement of the demand and consumption at the Property of
electric
current during each month (or other billing period reasonably determined by Landlord)
occurring
during the Term of this Lease. Landlord shall operate such meter to ascertain Tenant’s
consumption of kilowatt hours (herein called “KWH”), by time of day, if applicable, and
demand in kilowatts (herein called “KW”) for each month (or other billing period reasonably
determined by Landlord). Landlord, at Landlord’s expense, shall maintain and keep the Check
Meter in good repair (including replacement, if necessary), working order and condition during
the Term of this Lease. During any period that the Check Meter is non-operational, the
Electricity Additional Rent (as hereinafter defined) shall be an amount reasonably estimated
by
Landlord based upon Tenant’s actual average daily consumption or average monthly demand,
whichever is more appropriate for calculating the estimated amount, during the twelve (12)
month period immediately preceding the estimate period.



     (d) Tenant shall pay Landlord, as additional rent, within forty five (45) days after
receipt of an invoice from Landlord for the furnishing of electricity to the Property as set
forth
herein, an amount (herein called “Electricity Additional Rent”) determined for each billing
period by applying the KWH and KW shown on the Check Meter (or determined by the
electrical consultant, if applicable) to the rates pursuant to which Landlord purchases
electric
current during the particular billing period, including therein any taxes, fuel adjustment
charges,
surcharges, demand charges, energy charges, time-of-day charges, rate adjustment charges or
other impositions of any nature payable by Landlord (taking into account any discounts or
rebates received by Landlord) (herein called “Landlord’s Rate”). If consumption or demand is
billed at different rates depending on different subdivisions or categories of the rate
schedule,
then Tenant’s KWH consumption and KW demand shall be billed at Landlord’s Rate per KW or
KWH (as the case may be) for such subdivision or category (e.g., KWH consumption is currently
billed at different rates depending on the time of day of consumption and accordingly Tenant’s
KWH shall be applied separately to the rates applicable to the period in which each KWH of
Tenant’s consumption was consumed).



     (e) Following the expiration of each calendar month, Landlord shall submit to Tenant
a statement setting forth in reasonable detail the Electricity Additional Rent for such month
together with copies of the Check Meter printouts showing the KW and KWH recorded during
the applicable month and copies of the public utility rate schedule pursuant to which Landlord
is
then purchasing electricity for the Mill along with any other documentation reasonably
requested
by Tenant in connection therewith.




	 	5.	 	Net Lease.





     (a) This Lease is a net lease. Rent and all other sums payable hereunder by Tenant shall
be paid without notice or demand (other than any invoice or similar notice required to be provided
by Landlord hereunder), and without set off, counterclaim, abatement, suspension, deduction or
defense.



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     (b) Tenant
waives all rights which may now or hereafter be conferred by law to any
abatement, suspension. deferment or reduction of the Rent or
Additional Rent or any other
sums
payable under this Lease, except as otherwise expressly provided herein.



     (c) Except as otherwise expressly provided in Section 3 (b), Section 12(a) and
Section 14 hereof, Tenant shall not have any right to terminate this Lease, nor shall Tenant
be
entitled to the abatement of any Rent hereunder or any reduction thereof, nor shall the
obligations of Tenant under this Lease be affected by any cause whatsoever, including but not
limited to: (i) any damage to or the destruction of all or any part of the Property from
whatever
cause or (ii) the taking of the Leased Premises or any portion thereof by condemnation; it
being
the intention of the parties hereto that the obligations of Tenant hereunder shall be separate
and
independent covenants and agreements, that the Base Rent, the Additional Rent and all other
sums payable by Tenant hereunder shall continue to be payable in all
such events, and that the
obligations of Tenant hereunder shall continue unaffected.




	 	6.	 	Services Provided by Landlord.





     The parties acknowledge that Landlord shall provide Tenant with various services to the Leased
Premises pursuant to the terms and subject to the conditions of the Service Agreements, all as
further provided in Sections 8(b) and 8(c) below.




	 	7.	 	Taxes and Assessments, Compliance.





     (a) Tenant shall pay, without duplication, as Additional Rent when due (i) all taxes,
assessments (including, without limitation, all assessments for public improvements or benefits,
whether or not commenced or completed prior to the date hereof and whether or not to be completed
within the Term), water, sewer or other rents, rates and charges, excises, levies, license fees,
permit fees, inspection fees and other authorization fees and other charges, in each case whether
general or special, ordinary or extraordinary, foreseen or unforeseen, of every character
(including all interest and penalties thereon), which at any time during or in respect of the Term
(but not for fractional years after the termination hereof) may be assessed, levied, confirmed or
imposed on, or in respect of or be a lien upon (A) the Leased Premises or any part thereof or any
estate, right or interest therein, (B) any occupancy, use or possession of or activity conducted on
the Leased Premises or any part thereof, (C) any Rent reserved or payable hereunder, (D) this Lease
or (E) the gross receipts from the Leased Premises or the use or occupancy thereof other than taxes
imposed on the income of Landlord, and (ii) all charges for water, gas, light, heat, telephone,
electricity, power, utility, communications and other services rendered to or used on or about the
Leased Premises which, with respect to clause (i) and (ii) above, Landlord is not required to
provide and pay for pursuant to the Service Agreements. Tenant agrees to furnish to Landlord,
within 10 days after written demand therefor, proof of the timely payment of any such tax,
assessment, levy, fee, rent or charge or other governmental charge, and any such utility or
communication charge, which is payable by Tenant as provided in this Section 7. In the event that
any assessment is levied or assessed against the Leased Premises which becomes due and payable
during the Term, which assessment may be legally paid in installments, Tenant shall have the option
to pay such assessment in installments.



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          Until such time as the Leased Premises is separately assessed as a single tax parcel, Landlord
shall be responsible for paying the real estate taxes, assessments and other charges thereon
and Tenant will promptly reimburse Landlord two tenths percent (0.2%) of the aggregate real estate
taxes, assessments and other charges paid by Landlord in connection with all of the Retained
Premises and the Leased Premises. Tenant shall be solely responsible for any increase in real
estate taxes, assessments and other charges attributable to the Leased Premises or any changes or
improvements thereto. Additional Rent shall not include and Tenant shall not be obligated under
this Lease or required to pay any income, franchise, corporate, real
property transfer or real
property transfer gains, value added, inheritance, succession, estate, gift, mortgage taxes, any
taxes on Landlord’s income or any similar taxes imposed on Landlord, or profits, revenue or capital
levy taxes of Landlord or similar taxes that may be imposed upon Landlord.




     (b) If Landlord obtains a refund or a refund or a reduction of any tax, imposition or
other amount paid or reimbursed by Tenant hereunder (in whole or in part), Landlord shall
promptly pay to Tenant the amount of such refund or reduction. Tenant’s share shall be
determined in a manner consistent with the preceding paragraph
(i.e., 0.2% of the amount of
such refunds).



     (c) The taxes, assessments and impositions for the first and last years of the term
hereof will be prorated between Landlord and Tenant so that Tenant will only be responsible
for
any such tax, assessment or imposition attributable to the period during which this Lease is
in
effect.



     (d) Tenant shall at its sole cost and expense promptly (i) comply with and shall cause
the Property to comply with all federal, state, county, municipal and other governmental and
quasi governmental statutes, laws, codes, rules, acts, permits, licenses, judgments,
injunctions,
decrees, orders, regulations, injunctions and ordinances (“Laws”) including,
without limitation,
all applicable Environmental Laws (as such term is defined in that certain Purchase and Sale
Agreement, dated as of December 17, 2006, between Landlord and
Rhône Capital III L.P. (the
“Purchase Agreement”)) and the provisions of Tenant’s insurance policies affecting the
Property or any part thereof or the use thereof, including those which require the making of
any
structural, unforeseen or extraordinary changes, whether or not any such Laws which may be
hereafter enacted involve a change of policy on the part of the governmental authority
enacting
the same, and (ii) procure maintain and comply with all permits, authorizations, licenses and
other authorizations required for each use of the Property or any part thereof then being
made.
After having obtained Landlord’s prior written consent, which consent shall not be
unreasonably
withheld, conditioned or delayed, Tenant, at its sole cost and expense, by appropriate
proceedings prosecuted diligently and in good faith, may contest the validity or applicability
of
any Law affecting the Property.



     (e) Tenant agrees to comply with all of Landlord’s reasonable rules and regulations
with respect to the Retained Premises, and all of Landlord’s other compliance standards,
including safety and fire precautions and relevant environmental requirements, as set forth in
its
policy book, which (i) is attached hereto in its form as of the date hereof as Annex A and
(ii)
Landlord shall provide to Tenant promptly after any update thereof.




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	 	8.	 	Liens; Grants of Easements.





     (a) Tenant will not directly or indirectly create or permit to be created or to remain,
and will promptly discharge, at its sole cost and expense, any mortgage, lien, encumbrance or
charge on, pledge of, or conditional sale or other title retention agreement created or caused
by
Tenant with respect to, the Leased Premises, the Retained Premises or any part thereof or
Tenant’s interest therein or any Rent or Additional Rent received or payable under this Lease.
Nothing contained in this Lease shall be construed as constituting the consent or request of
Landlord, expressed or implied, to any contractor, subcontractor, laborer, materialman or
vendor
to or for the performance of any labor or services or the furnishing of any materials for any
construction, alteration, addition, repair or demolition of or to the Leased Premises or any
part
thereof. Notice is hereby given that Landlord will not be liable for any labor, services or
materials furnished or to be furnished to Tenant, or to anyone holding the Leased Premises or
any part thereof through or under Tenant, and that no mechanic’s or other liens for any such
labor,
services, or materials shall attach to or affect the interest of Landlord, the Leased Premises
or the
Retained Premises. Tenant shall save and hold Landlord harmless from any and all loss, cost or
expense based on or arising out of asserted claims or liens against the Leased Premises or the
Retained Premises or against the right, title and interest of Landlord in the Leased Premises
or
the Retained Premises created or caused by Tenant. Landlord shall save and hold Tenant
harmless from any and all loss, cost or expense based on or arising out of asserted claims or
liens
against the Leased Premises or against the right, title and interest of the Tenant in the
Leased
Premises created or caused by Landlord.



     (b) Landlord and Tenant do hereby mutually acknowledge that the Leased Premises
was formerly operated as a part of Landlord’s Savannah Mill Facility (the “Mill”) and that the
ownership and operation of the remainder of the Savannah Mill Facility is being retained by
Landlord (the “Retained Premises”). Pursuant to the Service Agreements (as hereinafter
defined), Landlord will be providing services to the Leased Premises from the Retained
Premises.
It is the intent of the parties, subject to the provisions of this Lease and the Service
Agreements,
to make the Leased Premises and Retained Premises as independent as possible. The parties
have entered into the Savannah Services Agreement, the Transition Services Agreement and the
Savannah Waste Treatment Agreement, each dated as of the date of this Lease (collectively, the
“Service Agreements”) which, along with this Lease, completely set forth Landlord’s
obligations to provide services to Tenant and are the only agreements between the parties
addressing the foregoing services.



     (c) Tenant’s use of the Leased Premises shall not disturb or interfere, in any material
respect, with Landlord’s operation of the Retained Premises. Landlord’s use of the Retained
Premises shall not disturb or interfere, in any material respect, with Tenant’s operation of
the
Leased Premises. Each of the Parties hereby grants to the other Party reasonable access to
each
other’s property at the Savannah, Georgia location comprising the Mill, the Plant and other
operations of the Parties to the extent one Party reasonably requires access to such property
of
the other Party for the purpose of maintenance, repair or replacement of improvements owned by
such Party and located on property of the other Party, provided each Party, as a condition of
such
access, shall comply with the other Party’s safety and security procedures and policies in
effect
from time to time. In addition, each of the Parties hereby grants to the other Party
reasonable
access to each other’s property at the Savannah, Georgia location comprising the Mill, the
Plant



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and other
operations of the Parties to the extent one Party, in the performance of its
obligations hereunder or under the Services Agreement, reasonably requires access to such property
of the other Party; provided each Party, as a condition of such access, shall comply with the other
Party’s safety and security procedures and policies in effect from time to time. In the event
either Party desires to record an easement, right of way or similar document or instrument to
evidence in the public record the access rights granted by this Section 8(c), such Party shall, at
its sole cost and expense: (a) prepare all necessary documents and instruments; (b) provide copies
of such documents and instruments to the other Party for review, comment and approval (which
approval shall not be unreasonably withheld) prior to recording or filing any such document or
instrument; (c) reimburse such other Party for all out-of-pocket costs and expenses reasonably
incurred by such Party in connection with the review and approval of documents and instruments
prepared pursuant to this Section 8(c) (including, without limitation, reasonable attorneys’ fees
and costs); and (d) pay all recordation, filing and other fees and costs associated with the
recordation or filing of any document or instrument.




     (d) Landlord shall provide Tenant non-exclusive access and rights of way, in common
with others, to the Property through the Retained Premises consistent with the past usage of
the Land by Tenant and with the past practice of Tenant in conducting its business operations
at the Leased Premises.




	 	9.	 	Indemnification.





     (a) Except to the extent caused by the negligence or willful misconduct of Landlord or
Landlord’s agents, Tenant agrees to pay, and to protect, indemnify and save harmless Landlord from
and against, any and all liabilities, obligations, losses, damages, costs, penalties, expenses
(including all reasonable attorney’s fees and expenses), causes of action, suits, claims, demands
or judgments of any nature whatsoever arising from (i) any accident or injury to, or the death of,
any person (including, but not limited to any employees of Tenant) or any damage to property on the
Leased Premises, or upon adjoining sidewalks, streets or rights of way, in any manner growing out
of or connected with the use, non use, condition, or occupancy of the Property or any part thereof
or any adjoining sidewalks, streets or rights of way, (ii) violation by Tenant, its employees,
agents, contractors, subcontractors, guests, invitees, customers, licensees, or sublessees of any
agreement or condition of this Lease or (iii) any tortious act or omission by Tenant, its
employees, agents, contractors, subcontractors, guests, invitees, customers, licensees, or
sublessees. If Tenant acknowledges in writing its indemnification obligation with respect to such
proceeding, it may employ legal counsel selected by it and reasonably satisfactory to Landlord,
provided Landlord shall be entitled to employ counsel separate from counsel selected by Tenant to
participate in the defense of such proceeding at Landlord’s expense. If Tenant does not acknowledge
its indemnification obligation with respect to such proceeding in writing, or reserves any rights
with respect thereto, Landlord shall be entitled to defend against such proceeding through counsel
selected by it without prejudice to its indemnification rights hereunder. Notwithstanding anything
in this Lease to the contrary, Tenant’s obligations under this Section shall survive the expiration
or termination of this Lease to the extent the condition, event or loss giving rise to such
obligations arose on or prior to the date of expiration or termination.



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     (b) Landlord
shall indemnify, defend and save Tenant harmless from and against, any and
all liabilities, obligations, losses, damages, costs, penalties, expenses (including all reasonable
attorney’s fees and expenses), causes of action, suits, claims, demands or judgments of any nature
whatsoever arising on or after the date hereof, that may be based upon or may be asserted or
alleged to be based upon injury, damage or loss of any nature whatsoever to persons or property
arising out of or due to, or asserted or alleged to arise out of or be due to any act (whether of
commission or omission) to the extent such damage or injury
(i) occurs prior to or after the term
of this Lease or, (ii) arises or results from (a) the negligence or willful misconduct of Landlord,
(b) the default by Landlord of any obligations on Landlord’s part to be performed under the terms
of this Lease, (c) the breach by Landlord of any representation or warranty set forth herein,
and/or (d) the Retained Premises.



     (c) The
amounts payable under the indemnities in this Section 9 shall be net of any (i)
amounts recoverable by the indemnified party under applicable
insurance policies, (ii) tax costs
incurred by the indemnified party arising from the receipt of indemnity payments and (iii) tax
benefits realized by the indemnified party arising from the incurrence or payment of any
indemnification payment. In computing the amount of any such tax cost
or tax benefit, the
indemnified party shall be deemed to fully utilize, at the highest marginal tax rate then in
effect, all tax items arising from the receipt of any indemnity payment hereunder or the incurrence
or payment of any indemnified damages.




	 	10.	 	“AS IS” Condition, Maintenance and Repair of the Property.





     (a) The Leased Premises are being leased in an “AS IS” condition and “WITH ALL FAULTS”
as of the Commencement Date. Except as expressly set forth in this Lease, the Service Agreements or
the Purchase Agreement, no representations or warranties have been made or are made and no
responsibility has been or is assumed by Landlord or any officer, person, agent or representative
acting or purporting to act on behalf of Landlord as to the condition or repair of the Leased
Premises or the value, expense of operation or as to any other fact or condition which has or might
affect the Leased Premises or the condition, repair, value or expense of operation of the Leased
Premises or any portion thereof. The parties agree that all understandings and agreements
heretofore made between them or their respective agents or representatives are merged in this Lease
(except as expressly provided in the Service Agreements or the Purchase Agreement), which alone
fully and completely express their agreement, and that this Lease has been entered into after full
investigation, or with the Tenant satisfied with the opportunity afforded for investigation. Tenant
is not relying upon any statement or representation by Landlord unless such statement or
representation is specifically embodied in this Lease. EXCEPT AS SET FORTH IN THE SERVICE
AGREEMENTS OR THE PURCHASE AGREEMENT) OR IN SECTION 22 HEREOF, LANDLORD MAKES NO REPRESENTATIONS OR
WARRANTIES AS TO WHETHER THE LEASED PREMISES CONTAINS ANY HAZARDOUS SUBSTANCES (AS DEFINED IN
SECTION 22 HEREOF) OR PERTAINING TO THE EXTENT, LOCATION OR NATURE OF SAME. OTHER THAN AS PROVIDED
FOR IN THE SERVICE AGREEMENTS, THE PURCHASE AGREEMENT OR THIS LEASE, TENANT ACKNOWLEDGES THAT
TENANT HAS SOLE RESPONSIBILITY TO INSPECT THE LEASED PREMISES AND INVESTIGATE MATTERS RELEVANT
THERETO AND TENANT SHALL RELY SOLELY UPON THE RESULTS OF TENANT’S OWN INSPECTIONS OR OTHER
INFORMATION OBTAINED




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OR
OTHERWISE AVAILABLE TO TENANT, RATHER THAN ANY INFORMATION THAT MAY
HAVE BEEN PROVIDED
BY LANDLORD TO TENANT.




     (b) Tenant agrees that (except as provided in the Service Agreements) it will keep
and maintain, at its sole cost and expense, the Property, in accordance with all applicable
Laws,
during the continuance of this Lease.



     (c) Landlord shall not be required to maintain, repair or rebuild, or to make any
alterations, replacements or renewals of any nature or description to, the Leased Premises or
any
part thereof, whether ordinary or extraordinary, structural or non-structural, foreseen or
unforeseen, or to maintain the Leased Premises or any part thereof in any way, and, except as
set
forth in this Lease or the Service Agreements, Tenant hereby expressly waives any right to
make
repairs at the expense of Landlord which may be provided for in any statute or law in effect
at
the time of the execution of this Lease or any statute or law which may hereafter be enacted.
In
the event the making of any repairs to the Leased Premises or to the Retained Premises
requires
access to the other party’s premises, the parties agree to cooperate in good faith with one
another
regarding the making of such repairs and to allow such access provided that any repair work is
done in such a manner as to minimize inconvenience to the party providing such access.



     (d) Notwithstanding the foregoing provisions of this Article 10 or anything else to the
contrary set forth in this Lease, Landlord, at its sole cost and expense, shall be obligated
to
remedy the subsidence condition in the area shown on Exhibit B attached hereto and made a part
hereof.




	 	11.	 	Alterations and Additions.





     (a) Tenant may, at its sole cost and expense, and without the consent of Landlord
make additions to and alterations of the Leased Premises, and Tenant may make substitutions
and replacements for the same on the Leased Premises, provided, however, that all such
additions, alterations, substitutions and replacements shall be completed in compliance with
all
Laws applicable to such additions, alterations, substitutions and replacements. All work done
in
connection with each such addition, alteration, substitution or replacement shall comply with
all
requirements of insurance policies required to be maintained by Tenant. In the case of any
demolition of any Improvement pursuant to this Section 11, Tenant shall comply with all
applicable laws relating to human health and safety and Environmental Laws, including, without
limitation those relating to the required removal and disposal of asbestos containing
materials or
lead based paint. Tenant shall indemnify and hold Landlord harmless from any damages
incurred or suffered by Landlord arising out of the abatement or disposal of
asbestos-containing
materials or lead-based paint at, on or from the Leased Premises. Tenant shall promptly pay
all
costs and expenses of each such addition, alteration, substitution or replacement,
and shall
discharge any and all liens filed against the Leased Premises or the Retained Premises arising
out
of each such addition, alteration, substitution or replacement. Tenant shall procure and pay
for
all permits and licenses required in connection with any such addition, alterations,
substitutions
and replacements.



     (b) Notwithstanding the foregoing, Tenant shall not make any additions, alterations,
substitutions or replacements to the Leased Premises without the consent of the Landlord if
such





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additions,
alterations, substitutions or replacements would materially adversely interfere with,
or cause a cessation of the operation and maintenance of Landlord’s business with respect to the
Mill.




     (c) Notwithstanding the foregoing, Landlord shall not make any additions, alterations,
substitutions or replacements to the Retained Premises without the consent of the Tenant if such
additions, alterations, substitutions or replacements would materially adversely interfere with, or
cause a cessation of the operation and maintenance of Tenant’s business with respect to
the Plant or the Leased Premises.




	 	12.	 	Condemnation.





     (a) If during the Term the entire Leased Premises shall be taken in or by
condemnation or other eminent domain proceedings pursuant to any law, general or special, this
Lease shall automatically terminate effective as of the date of such taking. Upon such
termination, this Lease shall terminate except with respect to obligations and liabilities of
Tenant
under this Lease, actual or contingent, which have arisen on or prior to such date, upon
payment
by Tenant of all installments of Rent and all other sums then due and payable under this Lease
to
and including the date of such termination. Tenant shall be entitled to any awards or payments
from the governmental authority initiating such condemnation.



     (b) If a portion of the Leased Premises shall be taken in or by condemnation or other
eminent domain proceedings pursuant to any law, general or special, Tenant may: (i) terminate
this Lease or (ii) elect to keep this Lease in full force and effect without abatement of any
Rent
or other sums payable by Tenant hereunder notwithstanding such taking or requisition. In the
event Tenant elects to continue this Lease, Tenant shall, promptly after any such taking or
requisition and at its sole cost and expense, ensure that the Leased Premises complies with
all
Laws.




	13.	 	Insurance.





     (a) Tenant will at all times maintain insurance on the Leased Premises of the
following character:




     (i) insurance against loss or damage to the Leased Premises and Tenant’s
property, including leasehold improvements, by fire, lightning, flood, windstorm, hail,
explosion, smoke, vandalism, malicious mischief, vehicle damage and other risks
included under “all risk” policies (including, but not limited to, boiler and machinery
breakdown) and such other risks as are or shall customarily be insured against with
respect to property that is similar to the Leased Premises, in amounts sufficient to
prevent Landlord or Tenant from becoming a coinsurer of any loss under the applicable
policies, but in any event in amounts not less than the full replacement value of the
Leased Premises and naming Landlord as a loss payee as Landlord’s interest appear;




     (ii) Commercial General Liability insurance against claims for bodily
injury, death or property damage occurring on, in or about the Leased Premises




10









 









and the adjoining streets, sidewalks and passageways, such insurance to afford
protection of not less than a limit of $10,000,000 combined single limit per
occurrence; all such insurance may be met with combinations of primary and
excess/umbrella policies that meet these requirements. All policies providing the
required liability coverage shall be endorsed to add Landlord as an Additional Insured,
Tenant’s coverage shall be primary to Landlord’s coverage, and Landlord’s coverage
shall only be            excess and non contributory of all coverage provided by Tenant;




     (iii) statutory workmen’s compensation and employer’s liability insurance
in the amount of at least $1,000,000 per person covering all persons employed by
Tenant in connection with any work done on or about the Leased Premises in
connection with which claims for death or bodily injury could be asserted against
Landlord, Tenant or the Leased Premises;




     (iv) automobile liability insurance in an amount not less than $1,000,000
combined single limit per accident for owned, leased and non owned vehicles of Tenant;
and




     (v) such other insurance on the Leased Premises, to the extent available
at commercially reasonable rates, in such amounts and against such other insurable
hazards which at the time are commonly obtained in the case of property similar to
the Leased Premises by similarly situated tenants.



          Such insurance shall be written by companies: rated at least A-minus XII as listed in the most
recent edition of Best’s Key Rating Guide; which are authorized to do insurance business in the
State of Georgia. Landlord shall not be required to prosecute any claim against any insurer or to
contest any settlement proposed by an insurer. Tenant shall, at its sole cost and expense,
prosecute any such claim and, if necessary, may contest any such settlement, and in such event
Tenant may bring any such prosecution or contest in the name of Landlord, Tenant or both and
Landlord will join therein at Tenant’s written request upon the receipt by Landlord of an indemnity
from Tenant against any and all costs, liabilities and expenses in connection with such prosecution
or contest.




     (b) Every such policy shall contain, to the extent obtainable at reasonable rates, an
agreement by the insurer that it will not cancel such policy except after 30 days’ prior
written
notice to Landlord and to Tenant, in the event of cancellation for non payment of premium 10
days’ prior written notice will be given, and that any loss otherwise payable thereunder shall
be
payable notwithstanding any act or negligence of Landlord or Tenant which might, absent such
agreement, result in a forfeiture of all or a part of such insurance payment and
notwithstanding
any change in title of ownership of the Leased Premises or the Retained Premises. All such
policies shall also contain a waiver of subrogation in favor of Landlord.



     (c) Tenant shall deliver to Landlord promptly after the execution and delivery of this
Lease, certificates of the insurers evidencing all the insurance which is then required to be
maintained by Tenant hereunder, and Tenant shall, within 5 days prior to the expiration of any
such insurance furnish new or other certificates of insurers evidencing the renewal or




11









 







replacement of such insurance. Should Tenant fail to effect, maintain, renew or replace any
insurance required to he provided by Tenant in this Section 13, or to pay the premium therefor, or
to deliver to Landlord any of such policies or certificates, then in any of said events Landlord,
at its option, but without obligation so to do, may procure such insurance, and any sums expended
by it to procure any such insurance shall be Additional Rent hereunder and shall be repaid by
Tenant within 5 days after receipt of bills therefor from Landlord.




     (d) Landlord shall not obtain or carry separate insurance on the Leased Premises
concurrent in form or contributing in the event of loss with that required in this Section 13,
except as provided in subsection (c) hereof. Except as set forth above in subsection (c)
hereof,
all insurance procured by Landlord shall be at Landlord’s sole cost and expense.



     (e) Tenant shall not do or permit to be done anything which shall invalidate the
insurance policies referred to in subsection (a). If Tenant does or permits to be done
anything
such as making alterations or additions to the Leased Premises which shall increase the cost
of
Landlord’s insurance policies, then Tenant shall forthwith upon Landlord’s demand reimburse
Landlord for any additional premiums attributable to any act or omission or operation of
Tenant
causing such increase in the cost of insurance.



     (f) Tenant acknowledges that Landlord provides no insurance coverage for any
Improvements or other property, real or personal, at the Leased Premises and that subject to
the
requirements of this Section 13, Tenant shall procure such insurance in amounts as Tenant
deems
appropriate.



     (g) Subject to Section 9(a), Tenant agrees to release and hold harmless Landlord from
and against any loss or damage to all Improvements or other property located on the Leased
Premises. Tenant agrees to cause its insurers, to the extent obtainable, (i) to agree to such
release,
(ii) to waive all rights of subrogation against Landlord, and (iii) to agree that such release
shall
not impair or invalidate the insurance policies being provided to Tenant.




	 	14.	 	Casualty.





          If the Property or any part thereof shall be materially damaged or destroyed by fire or other
casualty, Tenant shall promptly notify Landlord of such destruction or damage. Upon such casualty,
Tenant may: (i) terminate this Lease, or (ii) elect to keep this Lease in full force and effect. In
either event, Tenant shall be entitled to all proceeds relating to such destruction or damage.





	 	15.	 	Assignment and Subletting.





     (a) Tenant shall not assign, directly or indirectly or by operation of law or otherwise,
any of its rights, obligations or interests under this Lease or sublet the Leased Premises without
the Landlord’s prior written consent, which Landlord may withhold in its sole discretion.
Notwithstanding the foregoing, Tenant may assign, sublet or transfer this Lease without Landlord’s
consent to (i) Tenant’s parent corporation, any subsidiary of Tenant’s parent corporation or a
subsidiary of Tenant, provided that Tenant or Tenant’s parent corporation remains jointly and
severally liable with any such subsidiary to Landlord for performing Tenant’s




12









 







obligations hereunder, (ii) the surviving entity of a merger or consolidation involving Tenant or
Tenant’s parent corporation or a subsidiary of Tenant; or (iii) to any entity which purchases all
or substantially all of the assets of Tenant or Tenant’s parent corporation; provided in all cases
that any such assignee, sublessee or transferee delivers to Landlord an instrument assuming all
obligations, covenants and responsibilities of Tenant under this Lease, it being understood and
agreed that, upon and after an assignment or transfer pursuant to clauses (ii) and (iii) above and
the execution of the foregoing described instrument, Tenant shall not have any liability or other
obligations whatsoever under or in connection with this Agreement, and the only person or entity
who shall be bound by, or have any liability or other obligation under or in respect of this
Agreement shall be such third party assignee. In addition to the foregoing, Tenant may assign any
or all of its rights and interest under this Lease to any of its lenders for collateral assignment
purposes.




     (b) Landlord shall not assign its rights, obligations or interests under this Lease
without Tenant’s prior written consent, except that Landlord may assign its rights or obligations
under this Lease without such consent (i) to a wholly owned subsidiary of Landlord provided that
Landlord remains jointly and severally liable with such subsidiary to Tenant for performing its
obligations hereunder, and (ii) to any third party who acquires, directly or indirectly, (A) the
Leased Premises and the Retained Premises or the entire Mill or (B) 50.1% or more of the combined
voting power of any person or entity who then owns, directly or indirectly, the Leased Premises and
the Retained Premises or the Mill whether pursuant to a merger, asset sale, stock sale,
consolidation, other extraordinary transaction or otherwise; provided in all cases that any such
assignee, sublessee or transferee assumes all obligations, covenants and responsibilities of
Landlord under this Lease, it being understood and agreed that upon and after any such assignment
pursuant to this clause (ii) and the execution of the foregoing described instrument, International
Paper Company shall not have any liability or other obligation whatsoever under or in connection
with this Lease from and after the date of such assignment, and the only person or entity who shall
be bound from and after such date as “Landlord” by, and have any liability or other obligation as
the “Landlord” under or in respect of, this Lease shall be
such third party assignee.




	 	16.	 	Conditional Limitations — Default Provisions.





     (a) Any of the following occurrences or acts shall constitute an event of default under
this Lease: (i) if Tenant, at any time during the continuance of this Lease (and regardless of the
pendency of any bankruptcy, reorganization, receivership, insolvency or other proceedings, in law,
in equity, or before any administrative tribunal, which have or might have the effect of preventing
Tenant from complying with the terms of this Lease), shall (A) fail to make any payment of Rent,
Additional Rent or any other sum herein required to be paid by Tenant, or (B) fail to observe or
perform any of Tenant’s other covenants, agreements or obligations hereunder or under the Service
Agreement and if any failure shall continue as to (A) above for 10 days after receipt of written
notice from Landlord that any such payment shall have become due, or as to (B) above for 30 days
after Landlord shall have given to Tenant notice specifying such failure (or if such default cannot
be cured by the payment of money and cannot with due diligence be cured within such 30 day period
owing to causes beyond the control of Tenant, if Tenant shall fail to proceed promptly to cure the
same and thereafter prosecute the curing of such default with diligence and continuity), or (ii) if
a receiver, trustee, or liquidator of Tenant or of




13









 







all or substantially all of the property of Tenant or of the Leased Premises shall be
appointed in any proceeding brought by Tenant, or if any such
receiver, trustee or liquidator shall
be appointed in any proceeding brought against Tenant and shall not be discharged within 90 days
after such appointment or if Tenant shall consent to or acquiesce in such appointment, (iii) if at
any time Tenant discontinues operations at the Leased Premises or the Leased Premises shall have
been abandoned or left unoccupied, and such condition shall have continued for 180 consecutive
days, other than as a result of force majeure or (iv) if the interest of Tenant in the Leased
Premises or part thereof shall be levied upon or attached in any proceeding and such process shall
not be vacated or discharged (through bonding or otherwise) within 60 days after such levy or
attachment.




     (b) This Lease and the term and estate hereby granted are subject to the limitation that
whenever an event of default shall have happened and be continuing beyond any applicable cure
period, then Landlord shall have the right at its election, then or at any time thereafter
while any
such event of default shall continue and regardless of and notwithstanding the fact that
Landlord
has or may have some other remedy hereunder or by virtue hereof, in law or in equity, to give
Tenant written notice of Landlord’s intention to terminate this Lease on a date specified in
such
notice, and upon the giving of any such notice, this Lease and the estate hereby granted shall
expire and terminate upon the date so specified in said notice as fully and completely as if
the
date set forth in such notice were the date fixed for the expiration of the Term, and all
rights of
Tenant hereunder shall expire and terminate, but Tenant shall remain liable as hereafter
provided.
In the event any such notice to terminate is given, Landlord shall have the immediate right of
re-entry and possession of the Leased Premises and the right to remove all persons and property
therefrom.



     (c) In
the event of any termination of this Lease as in this Section 16 above provided
or as otherwise permitted by law, Tenant shall then peaceably quit and surrender the Leased
Premises to Landlord, and Landlord may without further notice enter upon, re-enter, possess
and
repossess the same by, summary proceedings, ejectment or otherwise and again have, repossess
and enjoy the same as if this Lease had not been made, and in any such event, neither Tenant
nor
any person claiming through or under Tenant by virtue of any statute or of an order of any
court
shall be entitled to possession or to remain in possession of the Leased Premises but shall
forthwith quit and surrender the Leased Premises.



     (d) Tenant hereby agrees to be and remain liable for all sums payable by Tenant
under this Lease including, but not limited to, the expenses of Landlord, and Landlord shall
have
the right from time to time to begin and maintain successive actions or other legal
proceedings
against Tenant for the recovery of any sums payable hereunder, and to recover the same upon
the
liability of Tenant herein provided, which liability it is expressly covenanted shall survive
the
issuance of any action to secure possession of the Leased Premises. Nothing herein contained
shall be deemed to require Landlord to wait to begin such action or other legal proceedings
until
the date when this Lease would have expired by limitation had there been no such event of
default.



     (e) If under any of the preceding provisions of this Section 16, Landlord shall be
entitled to give Tenant a notice of termination of this Lease, Landlord without giving such
notice
of termination, and notwithstanding the continuance of this Lease and notwithstanding that




14









 







Landlord may not have re-entered or taken possession of the Leased Premises pursuant to
this Section 16, shall have, to the extent permitted by law, all the rights, powers and remedies
given to Landlord by the preceding provisions of this Section 16, and Tenant shall have the
obligations imposed upon it by such provisions. No such re-entry or taking of possession of the
Leased Premises by Landlord shall be construed as an election on
Landlord’s part to terminate this
Lease unless a written notice of such intention be given to Tenant or unless such termination be
decreed by a court of competent jurisdiction.




     (f) The words “enter”, “re-enter”, or “re-entry” are not restricted to their technical
legal meaning.




	 	17.	 	Additional Rights of Landlord and Tenant.





     (a) No right or remedy herein conferred upon or reserved to Landlord is intended to
be exclusive of any other right or remedy, and each and every right
and remedy shall be
cumulative and in addition to any other right or remedy given hereunder, or now or hereafter
existing at law or in equity or by statute. The failure of Landlord to insist at any time upon
the
strict performance of any of the covenants or agreements or to exercise any option, right,
power
or remedy contained in this Lease shall not be construed as a waiver or a relinquishment
thereof
for the future. The receipt by Landlord of any Rent, and Additional Rent or any other sum
payable hereunder with knowledge of the breach of any covenant or agreement contained in this
Lease shall not be deemed a waiver of such breach, and no waiver by Landlord of any provision
of this Lease shall be deemed to have been made unless expressed in writing and signed by
Landlord. In addition to other remedies provided in this Lease, each of Landlord and Tenant
shall be entitled to the extent permitted by applicable law, to injunctive relief in case of
the
violation, or attempted or threatened violation, of any of the covenants, agreements,
conditions
or provisions of this Lease or to a decree compelling performance of any of the covenants,
agreements, conditions or provisions of this Lease, or to any other
remedy allowed at law or
in
equity.



     (b) Tenant hereby waives and surrenders for itself and all those claiming under it,
including creditors of all kinds, (i) any right and privilege which it or any of them may have
under any present or future constitution, statute or rule of law to redeem the Leased Premises
or
to have a continuance of this Lease for the term hereby demised after termination of Tenant’s
right of occupancy by order or judgment of any court or by any legal process or writ, or under
the terms of this Lease, or after the termination of this Lease as herein provided, and (ii)
the
benefits of any present or future constitution, statute or rule of law which exempts property
from
liability for debt or for distress for rent.



     (c) If either party brings any action or legal proceeding for damages for an alleged
breach of any provision of this Lease or to enforce, protect or establish any term, condition
or
covenant of this Lease or right of either party, the prevailing party shall be entitled to
recover as
a part of such action or proceedings, or in a separate action brought for that purpose,
reasonable
attorneys’ fees and costs.




	 	18.	 	Notices, Demands and Other Instruments.






15









 








          All notices, demands, requests, consents, approvals and other instruments required or
permitted to be given pursuant to the terms of this Lease, shall be in writing and shall be deemed
to have been properly given if served personally upon an officer or a general partner of the party
to this Lease to whom the notice is addressed or if sent by courier, fax (with proof of receipt) or
by registered or certified United States mail, postage prepaid, addressed to such party at the
following address:




	 	 	 	 	 	 	 	 	 
	  

	 	 	1.	 	 	Landlord:
	 	International Paper Company

6400 Poplar Avenue

Memphis, TN 38197

Attn: General Counsel

Fax: 901-214-1248
	 
	 

	 	 	2.	 	 	Tenant:
	 	Arizona Chemical Company

4600 Touchton Road E., Suite 500

Jacksonville, FL 32246

Attn: Chief Financial Officer

Fax: (904) 928-8774






          Landlord and Tenant shall each have the right, from time to time, to specify as its address
for purposes of this Lease, any other address in the United States upon giving 15 days’ written
notice thereof to the other party.





	 	19.	 	Surrender.





          Upon the expiration of the Term (or such earlier termination thereof including, but not
limited to Tenant’s default pursuant to Section 16), Tenant shall peaceably leave and surrender the
Leased Premises to Landlord in the condition then existing, so long as the Leased Premises
complies, in all material respects, with all applicable Laws. Tenant may, but shall not be required
to, remove the Plant or any portion thereof and any or all personal property of Tenant from the
Leased Premises, at Tenant’s cost and expense. Any Improvements, including the Buildings, Site
Improvements and any personal property of Tenant left in or on the Leased Premises after such
expiration or early termination shall be deemed abandoned by Tenant and shall become the property
of Landlord. Notwithstanding anything in this Lease to the contrary, Tenant’s obligations under
this Section shall survive the expiration or termination of this Lease.





	 	20.	 	Subordination.





     (a) Subject to the provisions of this Section 20, this Lease, and all rights of Tenant
hereunder, are and shall be subject and subordinate in all respects to all mortgages, deeds of
trust and deeds to secure debt (“Superior Mortgages”) which may now or hereafter affect the Leased
Premises whether or not such Superior Mortgages shall also cover other lands and/or buildings
and/or leases, to each and every advance made or hereafter to be made under such Superior
Mortgages, and to all renewals, modifications, replacements and extensions of such Superior
Mortgages and spreaders and consolidations of such Superior Mortgages. This Section 20(a)



16









 




shall be self-operative and no further instrument of subordination shall be required. In
confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any
instrument that Landlord or the holder of such Superior Mortgage may reasonably request to evidence
such subordination. The holder of a Superior Mortgage or its successor in interest, at the time
referred to, is sometimes herein called a “Superior Mortgagee.”




     (b) In the event of any act or omission of Landlord which would give Tenant the right,
immediately or after lapse of a period of time, to cancel or terminate this Lease, or to
claim a
partial or total eviction, Tenant shall not exercise such right (a) until it has given written
notice of
such act or omission to Landlord and each Superior Mortgagee whose name and address shall
previously have been furnished to Tenant in writing, and (ii) unless such act or omission
shall be
one which is not capable of being remedied by Landlord or such Superior Mortgagee within a
reasonable period of time, until a reasonable period for remedying such act or omission shall
have elapsed following the giving of such notice and following the time when such Superior
Mortgagee shall have become entitled under such Superior Mortgage to remedy the same (which
reasonable period shall in no event be less than the period to which Landlord would be
entitled
under this Lease or otherwise, after similar notice, to effect such remedy), provided such
Superior Mortgagee shall with due diligence give Tenant written notice of its intention to,
and
commence and continue to, remedy such act or omission.



     (c) If any Superior Mortgagee, or any designee of any Superior Mortgagee, shall
succeed to the rights of Landlord under this Lease, whether through possession or foreclosure
action or delivery of a new lease or deed, then, at the request of such party so succeeding to
Landlord’s rights (herein called “Successor Landlord”) and upon such Successor Landlord’s
written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such
Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and
deliver any instrument that such Successor Landlord may reasonably request to evidence such
attornment. Upon such attornment this Lease shall continue in full force and effect as, or as
if it
were, a direct lease between the Successor Landlord and Tenant upon all of the terms,
covenants,
conditions, agreements and provisions as are set forth in this Lease, except that the
Successor
Landlord shall not be:




     (i) liable for any previous act or omission of Landlord (or its
predecessors in interest);




     (ii) responsible for any monies owing by Landlord to the credit of
Tenant;




     (iii) subject to any credits, offsets, claims, counterclaims, demands or
defenses which Tenant may have against Landlord (or its predecessors in interest);




     (iv) bound by any payments of rent which Tenant might have made for more than
one (1) month in advance of the date such payment is due under this Lease to Landlord
(or its predecessors in interest);



17









 






     (v) bound by any obligations to make any payment to Tenant or grant or be
subject to any credits, except for services, repairs, maintenance and restoration
provided for under this Lease to be performed after the date of attornment and which
landlords of like properties ordinarily performed at Landlord’s expense; or




     (vi) bound by any modification of this Lease, including, without limitation,
any modification which reduces the Rent or Additional Rent or other charges payable
under this Lease, or shortens the term hereof, or otherwise materially adversely
affects the rights of Landlord, made without the written consent of the Successor
Landlord.



     (d) Landlord hereby represents and warrants that there are no existing Superior Mortgages.



     (e) The subordination of this Lease to any future Superior Mortgage shall be conditioned
upon the Superior Mortgagee executing and delivering to Tenant a subordination, non-disturbance and
attornment agreement in form and substance reasonably satisfactory to Tenant.




	 	21.	 	Mortgage Leasehold Protections.





          The provisions of this Section 21 shall supersede any contrary or inconsistent provisions in
this Lease, and in the event of any inconsistency or conflict between the provisions of this
Section and any other provision of this Lease, the provisions of this Section shall govern and
control.




     (a) Tenant shall have the absolute right (but not the obligation), without seeking the
consent or approval of Landlord, to grant a first lien leasehold mortgage or deed of trust
encumbering Tenant’s interest in the Leased Premises and in this Lease, or to pledge the
interests
in Tenant to secure any mezzanine loan, as the case may be (as the same may be amended from
time to time, the “Leasehold Mortgage”). “Leasehold Lender” as used herein shall mean at
any point in time, the holder of a Leasehold Mortgage that provides written notice to Landlord
of
its status as such. “Leasehold Mortgage” as used herein shall mean at any point in time, a
first
lien leasehold mortgage or deed of trust, deed to secure debt or other equivalent instrument
encumbering Tenant’s interest in the Leased Premises and this Lease, or a pledge of interests
in
Tenant securing any mezzanine loan, as the case may be (as the same may be amended from time
to time). It is acknowledged and agreed that, during the term of this Lease, there may be
multiple Leasehold Mortgages and multiple Leasehold Lenders and that each Leasehold Lender
may, from time to time, assign its right, title and interest in and to its Leasehold Loan,
Leasehold
Mortgage and this Lease.



     (b) Right to Perform for Tenant; Right to Cure.




     (A) In addition to the rights provided in this Section 21(b) of the Lease,
Landlord acknowledges and agrees that Leasehold Lender shall have the
right to perform any term, covenant, condition or agreement to be performed by Tenant




18









 









under this Lease, and Landlord shall accept such performance by Leasehold Lender with the same
force and effect as if furnished by Tenant. In the event of a monetary default by Tenant under
this Lease and prior to any termination of this Lease by Landlord, Landlord acknowledges and
agrees that Landlord shall provide Leasehold Lender with notice of the same and Leasehold Lender
shall have the right (but not the obligation) to remedy such monetary default by paying any past
due amounts under this Lease (and without regard to any acceleration of rent) within the same
period of time as Tenant has under this Lease, plus an additional ten (10) days. In the event of a
non-monetary default by Tenant hereunder and prior to any termination
of this Lease by Landlord,
Landlord acknowledges and agrees that Landlord shall provide Leasehold Lender with notice of the
same and Leasehold Lender shall have the right (but not the obligation) to remedy or cause to be
remedied any such non-monetary default within the same period of time as Tenant has under this
Lease, plus such additional time as Leasehold Lender reasonably requires to remedy or cause to be
remedied such non-monetary default. Landlord agrees that Landlord shall not terminate this Lease in
connection with any such non-monetary default which Leasehold Lender has elected to remedy or cause
to be remedied (and has given Landlord notice of such election) so long as Leasehold Lender
attempts to remedy such default (including by commencing to acquire Tenant’s interest in this Lease
or commencing foreclosure or other appropriate proceedings under the Leasehold Mortgage) with
commercially reasonable diligence toward completion.




     (B) If any default in the performance of a non-monetary obligation of Tenant under this
Lease is not reasonably susceptible to being cured by Leasehold Lender, Landlord shall have no
right to terminate this Lease with respect to such default and such default shall be deemed waived
for the benefit of Leasehold Lender only, provided that:




     (i) Leasehold Lender shall have cured any monetary default of Tenant within the
time period prescribed under Section 21(b)(A) above;




     (ii) Leasehold Lender (or its designee) shall have commenced to acquire Tenant’s
leasehold estate or to commence foreclosure or other appropriate proceedings under the
Leasehold Mortgage and shall diligently prosecute the same;




     (iii) if Leasehold Lender (or its designee) shall acquire Tenant’s leasehold estate
in and/or obtain possession of the Leased Premises, Leasehold Lender (or its designee)
shall, subject to Section 21(e), (A) cure or commence to cure all non-monetary defaults
that are reasonably susceptible to being cured by Leasehold Lender with commercially
reasonable diligence toward completion and (B) perform and observe all other agreements,
covenants and conditions which are to be performed or observed by Tenant under this Lease
after the date of such acquisition; and



19









 






     (iv) if any third party shall, by foreclosure or deed-in-lieu of
foreclosure under the Leasehold Mortgage or by assignment or other transfer
from Leasehold Lender, acquire Tenant’s leasehold estate under this Lease,
such third party shall, subject to Section 21(e), (A) cure or commence to
cure all non-monetary defaults that are reasonably susceptible to being
cured by such third-party with commercially reasonable diligence toward
completion and (B) perform and observe all other agreements, covenants and
conditions which are to be performed and observed by Tenant under this Lease
after the date of such acquisition.



     (c) Landlord shall contemporaneously deliver to Leasehold Lender copies of all
notices of any default by Tenant. All notices to Leasehold Lender shall be addressed to any
Leasehold Lender at any address that such Leasehold Lender shall provide in writing to the
parties hereto, and shall be given in writing and shall be effective for all purposes if hand
delivered or sent by (a) certified or registered United States mail, postage prepaid, return
receipt
requested, or (b) expedited prepaid delivery service, either commercial or United States
Postal
Service, with proof of attempted delivery. A notice shall be deemed to have been given: in the
case of hand delivery, at the time of delivery; in the case of registered or certified mail,
when
delivered (as evidenced by the receipt) or the first attempted delivery on a business day; or
in the
case of expedited prepaid delivery, upon the first attempted delivery on a business day.
Notwithstanding anything to the contrary in this Lease, Landlord shall not terminate this
Lease
due to Tenant’s default hereunder until (x) Landlord has delivered notice of such default to
Leasehold Lender pursuant to this Section 21(e) and (y) all applicable cure periods following
the
delivery of such notice have expired.



     (d) The granting of the Leasehold Mortgage shall not be deemed to constitute an
assignment or transfer of this Lease or the Leased Premises to Leasehold Lender, nor shall
Leasehold Lender, as such, be deemed to be an assignee or transferee of this Lease or of the
leasehold estate hereby created so as to require Leasehold Lender, as such, to assume the
performance of any of the terms, covenants or conditions on the part of Tenant to be performed
hereunder. In no event shall any act or omission of Leasehold Lender (including, without
limitation, the acquisition of Tenant’s interest in this Lease and the leasehold estate
created
thereby in a transaction described in this Section or the taking of possession of the Leased
Premises or improvements thereon through a receiver or other means) require Leasehold Lender
to assume, or cause Leasehold Lender to be deemed to have assumed, any obligation or liability
of Tenant under this Lease, and Leasehold Lender shall have no personal liability to Landlord
for
Tenant’s failure to so perform and observe any agreement, covenant or condition of Tenant
under this Lease, it being expressly understood and agreed that, in the event of any such
failure,
Landlord’s sole and exclusive remedy shall be to terminate this Lease, without any recourse or
claim for damages against Leasehold Lender. Notwithstanding the foregoing, the purchaser at
any sale of this Lease and the leasehold estate hereby created in any proceedings for the
foreclosure of the Leasehold Mortgage (including, without limitation, power of sale), or the
assignee or transferee of this Lease and the leasehold estate hereby created under any
instrument
of assignment or transfer in lieu of the foreclosure (whether to Leasehold Lender or any third
party) shall be deemed to be a permitted assignee or transferee under this Lease without the
need
to obtain Landlord’s consent and Landlord shall recognize such assignee or transferee as the
successor-in-interest to Tenant under this Lease, and shall be deemed to have agreed to
perform




20









 







all of the terms, covenants and conditions on the part of Tenant to be performed under this
Lease from and after the date of such purchase and/or assignment (but
not for any obligations or
liabilities accruing prior to such date), but only for so long as such purchaser or assignee is the
owner of this Lease and the leasehold estate hereby created, it being
understood and agreed that
upon a sale or transfer of this Lease by such party (which sale or transfer shall not require the
consent of Landlord) and written assumption of its obligations under this Lease by any new
purchaser or assignee, the transferring party shall be relieved of all future liability under this
Lease arising after such subsequent transfer or sale. At the request of Leasehold Lender, Landlord
shall execute, acknowledge and deliver to Leasehold Lender a written release evidencing the
foregoing.




     (e) New Direct Lease.




     (A) If this Lease is canceled or terminated for any reason (except in
connection with a Bankruptcy Proceeding, for which the provisions of Section
21(f) below are hereby agreed upon by Landlord and Tenant), Landlord hereby
agrees that Landlord shall, upon Leasehold Lender’s written election, promptly
enter in a new, direct lease with Leasehold Lender (or its nominee or any other
party which Leasehold Lender may designate, including without limitation,
Tenant) with respect to the Leased Premises on the same terms and conditions as
this Lease (a “New Lease”), it being the intention of the parties to preserve
this
Lease and leasehold estate created by this Lease for the benefit of Leasehold
Lender without interruption. Said New Lease shall be superior to all rights,
liens
and interests intervening between the date of this Lease and the granting of
the
New Lease and shall be free of any and all rights of Tenant under this Lease.




     (B) Tenant and Landlord acknowledge and agree that Leasehold
Lender shall have the right to encumber such direct New Lease and the estate
created thereby with a deed of trust or a mortgage (as the case may be) on the
same terms and with the same lien priority as the Leasehold Mortgage, it being
the intention of the parties to preserve the priority of the Leasehold
Mortgage, this
Lease and the leasehold estate created by this Lease for the benefit of
Leasehold
Lender without interruption. If this Lease is rejected, cancelled or terminated
for
any reason and Leasehold Lender, its nominee or a designee of Leasehold Lender
enters into a direct lease with Landlord with respect to the Leased Premises,
Landlord hereby agrees that it will execute such documents as Leasehold Lender
may reasonably require in order to ensure that the new direct lease provides
for
customary leasehold mortgagee protections, including without limitation,
protections similar to those contained herein.



     (f) In the event of a proceeding under the United States Bankruptcy Code (Title 11
U.S.C.) as now or hereafter in effect (a “Bankruptcy
Proceeding”):




     (A) If this Lease is rejected in connection with a Bankruptcy Proceeding
by Tenant or a trustee in bankruptcy (or other party to such proceeding) for Tenant,
such rejection shall be deemed an assignment by Tenant to the Leasehold Lender of
the Leased Premises and all of Tenant’s interest under




21









 









this Lease, and this Lease shall not terminate and the Leasehold Lender shall have
all rights of Tenant as if such Bankruptcy Proceeding had not occurred, unless
Leasehold Lender shall reject such deemed assignment by notice in writing to
Landlord within thirty (30) days following rejection of this Lease by Tenant or
Tenant’s trustee in bankruptcy. If any court of competent jurisdiction shall
determine that this Lease shall have been terminated notwithstanding the terms of
the preceding sentence as a result of rejection by Tenant or the trustee in
connection with any such proceeding, the rights of Leasehold Lender to a New Lease
from Landlord pursuant to Section 21(e) hereof shall not be affected thereby.




     (B)
In the event of a Bankruptcy Proceeding against Landlord:




     (i) If the bankruptcy trustee, Landlord (as debtor-in-possession) or
any party to such Bankruptcy Proceeding seeks to reject the Lease pursuant
to United States Bankruptcy Code §365(h)(1), Tenant shall not have the right
to treat this Lease as terminated except with the prior written consent of
Leasehold Lender and the right to treat this Lease as terminated in such
event shall be deemed assigned to Leasehold Lender, whether or not
specifically set forth in the Leasehold Mortgage, so that the concurrence in
writing of Tenant and the Leasehold Lender shall be required as a condition
to treating this Lease as terminated in connection with such Bankruptcy
Proceeding.




     (ii) Unless this Lease is treated as terminated in accordance with
subsection (B)(i) above, then this Lease shall continue in effect upon all
the terms and conditions set forth herein, including rent, but excluding
requirements that are not then applicable or pertinent to the remainder of
the term of this Lease. Thereafter, Tenant or its successors and assigns
shall be entitled to any offsets against rent payable hereunder for any
damages arising from such bankruptcy, to the extent Tenant’s operation of
business has been materially interfered with, and any such offset properly
made shall not be deemed a default under this Lease. The lien of the
Leasehold Mortgage shall extend to the continuing possessory rights of
Tenant following such rejection with the same priority as it would have
enjoyed had such rejection not taken place.



     (g) Upon Leasehold Lender’s written request, Landlord shall provide Leasehold Lender
with an estoppel certificate which shall certify to such requesting Lender (i) as to the amount and
status of all rent payments and security deposits under this Lease, (ii) as to the full
satisfaction and compliance by Tenant of any other conditions required under the Lease, (iii) that
Tenant is not in default in the payment, performance or observance of any other condition or
covenant to be performed or observed by Tenant thereunder, (iv) that there are no offsets or
counterclaims on the part of Landlord, and (v) as to such other matters related to the Lease as
Leasehold Lender may reasonably determine from time to time.



22









 





     (h) There
shall be no merger of this Lease or any interest in this Lease or of the
leasehold estate created hereby with the fee estate in the Leased Premises, by reason of the fact
that this Lease or such interest herein, or such leasehold estate may
be directly or indirectly
held by or for the account of any person who shall hold any interest
in the fee estate in the
Leased Premises, nor shall there be such a merger by reason of the fact that all or any part of the
leasehold estate created by this Lease may be conveyed or mortgaged in a leasehold mortgage, deed
of trust, deed to secure debt or other equivalent instrument (as the case may be) to a mortgagee or
beneficiary who shall hold any interest in the fee estate in the Leased Premises or any interest of
Landlord under this Lease.



     (i) The parties to this Lease each acknowledge and agree that (a) the Leasehold Loan and
the Leasehold Mortgage shall not be, and are not intended to be, subordinated to any Fee Loan or
Fee Mortgage and (b) any foreclosure (or deed-in-lieu thereof) of the Fee Mortgage shall not impair
in any way the Leasehold Mortgage. For the purposes hereof, “Fee Loan” shall mean any loan secured
by a mortgage or deed of trust granted by Landlord to a lender encumbering Landlord’s fee interest
in the Leased Premises and “Fee Mortgage” shall mean
such mortgage or deed of trust.



     (j) Landlord and Tenant agree that the Leasehold Lender is an intended third party
beneficiary of this Lease. This Lease shall inure to the benefit of Landlord, Tenant and Leasehold
Lender and all of the respective successors and assigns of the foregoing (including, without
limitation, each and every owner and holder of the Leasehold Loan) and shall be binding on Landlord
and Tenant and their respective heirs, legal representatives, successors and permitted assigns.



     (k) Leasehold Lender may, without affecting the validity of this Lease, extend the time
for payment of the Leasehold Loan or alter the terms and conditions of any agreement between Tenant
and Leasehold Lender, including, but not limited to, the leasehold note and the Leasehold Mortgage,
without the consent of, or notice to, Landlord and without in any manner impairing or otherwise
affecting Leasehold Lender’s rights under this Lease.




	 	22.	 	Separability.





          Each and every covenant and agreement contained in this Lease shall be for all purposes
construed to be a separate and independent covenant and agreement and the breach of any such
covenant or agreement by Landlord shall not to any extent discharge or relieve Tenant from Tenant’s
obligation to perform each and every covenant and agreement of this Lease to be performed by
Tenant. If any term or provision of this Lease or the application thereof to any person or
circumstance shall to any extent be found invalid and unenforceable by a court of competent
jurisdiction, the remainder of this Lease, or the application of such term or provision to persons
or circumstances other than those to which it is invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Lease shall be valid and shall be enforced to the
extent permitted by law.









23









 












	 	23.	 	Environmental Matters.





     (a) Tenant
shall not use, store, generate, treat, transport or manage any Hazardous
Waste (as such term is defined in the federal Resource, Conservation and Recovery Act and
implementing regulations) and or Hazardous Substances (as defined in the Purchase Agreement)
on or at the Leased Premises except in the normal course of its operations and in compliance
with applicable Environmental Laws. Tenant shall not dispose of any Hazardous Substances on
or at the Leased Premises, except to the extent that such disposal of Hazardous Substances is
undertaken pursuant and in compliance with Tenant’s
environmental permits (or pursuant to and
in compliance with the Savannah Services Agreement).



     (b) In the event that Tenant causes a Release (as such term is defined in the Purchase
Agreement) that is not authorized in accordance with Section 23(a) of this Lease, Tenant shall
remediate said Release to the extent required under Environmental Laws (taking into
consideration the condition of the Leased Premises and adjacent property prior to the
Commencement Date). Tenant shall ensure that no lien pursuant to applicable Environmental
Law attaches to the Leased Premises (or the Retained Premises) as a result of a Release caused
by Tenant after the Commencement Date.



     (c) Landlord, during the Term, shall have the right to conduct or have conducted
environmental audits of the Leased Premises and the operations thereon to evaluate whether
Tenant is operating the Leased Premises in compliance with applicable Environmental Laws and
the terms of this Lease (including, without limitation, Annex A) governing Tenant’s
operations.



     (d) Notification by Landlord. Landlord shall promptly notify Tenant upon becoming
aware of (i) any claims or demands, or any enforcement or other regulatory or judicial action,
threatened, made, or initiated against Landlord or relating to the Leased Premises pursuant to
Environmental Laws, including, without limitation, those relating to the presence or release
of
any Hazardous Substance on the Leased Premises or the migration thereof from or to any other
property; and (ii) the imposition of any environmental lien on the Leased Premises.



     (e) Notification by Tenant. Tenant shall promptly notify Landlord upon becoming
aware of (i) any claims or demands, or any enforcement or other regulatory or judicial action,
concerning cleanup threatened, made, or initiated against Tenant or relating to the Leased
Premises pursuant to Environmental Laws, including, without limitation, those relating to the
presence or release of any Hazardous Substance on the Leased Premises or the migration thereof
from or to any other property; and (ii) the imposition of any environmental lien on the Leased
Premises.



     (f) Exchange of SARA Title III Reports. The parties will provide to each other
copies of any reports or other documents relating to the Property or the Retained Premises and
submitted to federal, state, and local authorities under
Sections 311, 312 and 313 of federal
Emergency Planning and Community Right-to-Know Act.



     (g) Notwithstanding the foregoing, if there is a conflict between the terms of this
Lease and the Savannah Services Agreement with respect to matters that are the subject of the
Savannah Services Agreement, the Savannah Services Agreement shall control.




24









 









	 	24.	 	Binding Effect.





          All
the covenants, conditions and obligations contained in this Lease
shall be binding upon
and inure to the benefit of the respective successors and assigns of Landlord and Tenant to the
same extent as if each such successor and assign were in each case named as a party to this Lease.
This Lease may not be changed, modified or discharged except by a writing signed by Landlord and
Tenant.





	 	25.	 	Limitation of Landlord’s Liability.





          Any liability for damages or breach or nonperformance by Landlord, or arising out of the
subject matter of this Lease or in the relationship created hereby, shall he limited to
$500,000.00, and no personal liability is assumed by, or shall at any time be asserted against
Landlord, its directors, shareholders, officers, agents, servants and employees. Notwithstanding
the foregoing, there shall be no limitation of Landlord’s liability in the event that Landlord
causes damage to Tenant as a result of Landlord’s gross negligence or willful misconduct.





	 	26.	 	Headings.





          The headings to the various Sections of this Lease have been inserted for reference only and
shall not to any extent have the effect of modifying, amending or changing the expressed terms and
provisions of this Lease.





	 	27.	 	Recordation; Short Form.





          This Lease shall not be recorded. However, a memorandum or short form of this Lease in the
form attached hereto as Exhibit C shall be executed by the parties and recorded in the public
records of the Chatham County, Georgia; provided that the Rent and other economic terms hereof
shall not be disclosed in such memorandum or short form. The cost of recording such memorandum or
short form lease shall be borne equally by Landlord and Tenant. Upon request by Landlord at any
time after the expiration or earlier termination of this Lease, Tenant agrees to execute an
appropriate cancellation (in recordable form) of such memorandum or short form of this Lease. Such
agreement by Tenant shall survive the expiration or termination of this Lease.





25












 





          IN WITNESS WHEREOF, the parties have executed this Lease by their duly authorized
officers as of the above date.




	 	 	 	 	 	 	 	 	 
	 	 	LANDLORD:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	INTERNATIONAL PAPER COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 		 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	C. Cato Ealy	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ARIZONA CHEMICAL COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 






Signature Page to Savannah Lease




 









 





     IN WITNESS WHEREOF, the parties have executed this Lease by their duly authorized
officers as of the above date.



	 	 	 	 	 	 	 	 	 
	 	 	LANDLORD:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	INTERNATIONAL PAPER COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	C. Cato Ealy	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ARIZONA CHEMICAL COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 		 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	GERALD C MARTERER	 	 
	 

	 	 	 	Title:
	 	PRESIDENT	 	 






Signature Page to Savannah Lease








 









 








Exhibit A



The Land




A-1









 








PROPERTY DESCRIPTION

ROOF SUBSTATION PARCEL



     All that certain tract or parcel of land lying and being in the 8th G.M.D., Chatham
County, Georgia being a portion of the Property of International Paper Company, Hermitage
Plantation Tract and being more particularly described as follows:



     Commencing at a concrete monument right of way monument found at the intersection of the
northerly right of way line of I-516/Lynes Parkway (Variable R/W) and the westerly right of way
line of West Lathrop Avenue (Variable R/W); thence N 24°18’13” W a distance of 4237.17’ to the
Point of Beginning; thence leave the aforesaid Point of Beginning N 89°40’22” W a distance of
45.70’ to a point; thence N 00°03’35” W a distance of 26.68’ to a point; thence N 01°10’59” E a
distance of 18.30’ to a point; thence N 89°55’48” E a distance of 47.28’ to a point; thence S
00°09’54” E a distance of 33.30’ to a point; thence S 09°35’02” W a distance of 12.17’ to a point;
which is the point of beginning, having an area of 2,138 square feet, or 0.049 acres.








 









 











PROPERTY DESCRIPTION

T.O.P. LAB

PARCEL A



     All that certain tract or parcel of land lying and being in the 8th G.M.D., Chatham
County, Georgia being shown on a survey for Arizona Chemical Company entitled “A Lease Parcel
Survey of Parcels A, B, C and D Being a Portion of the Property of
International Paper Company,
Hermitage Plantation Tract” by Thomas & Hutton Engineering Co. dated October 27, 2006 and being
more particularly described as follows:



     Commencing at a concrete monument right of way monument found at the intersection of the
northerly right of way line of I-516/Lynes Parkway (Variable R/W) and the westerly right of way
line of West Lathrop Avenue (Variable R/W); thence N 28°11’51” W a distance of 4139.59’ to a
concrete nail set at the Point of Beginning; thence leave the aforesaid Point of Beginning S
89°50’47” W a distance of 46.82’ to an iron pipe set; thence N 00°09’30” W a distance of 42.87’ to
an iron pipe set; thence N 89°54’38” E a distance of 46.88’ to a concrete nail set; thence S
00°04’42” E a distance of 42.82’ to the Point of Beginning, having an area of 2,007 square feet, or
0.046 acres.







 









 








PROPERTY DESCRIPTION

MAIN T.O.P.

PARCEL B



     All that certain tract or parcel of land lying and being in the 8th G.M.D., Chatham
County, Georgia being shown on a survey for Arizona Chemical Company entitled “A Lease Parcel
Survey of Parcels A, B, C and D Being a Portion of the Property of International Paper Company,
Hermitage Plantation Tract” by Thomas & Hutton Engineering Co. dated October 27, 2006 and being
more particularly described as follows:



     Commencing at a concrete monument right of way monument found at the intersection of the
northerly right of way line of I-516/Lynes Parkway (Variable R/W) and the westerly right of way
line of West Lathrop Avenue (Variable R/W); thence N 26°46’10” W a distance of 4189.54’ to a pk
nail set at the Point of Beginning; thence leave the aforesaid Point of Beginning S 89°58’27” W a
distance of 39.83’ to a pk nail set; thence S 80°56’44” W a distance of 46.18’ to a pk nail set;
thence N 89°32’29” W a distance of 45.33’ to a pk nail set; thence N 78°24’12” W a distance of
20.15’ to a pk nail set; thence N 00°18’54” E a distance of 51.56’ to a pk nail found; thence N
14°10’15” W a distance of 28.17’ to a concrete nail set; thence S 87°04’57” W a distance of 46.75’
to a point; thence N 00°00’41” E a distance of 126.42’ to a concrete nail set; thence N 89°48’57” E
a distance of 12.01’ to a concrete nail set; thence N 00°59’08” E a distance of 53.38’ to a pk nail
found; thence S 89°38’44” E a distance of 111.46’ to a pk nail found; thence S 20°56’56” E a
distance of 42.43’ to a pk nail set; thence S 89°50’37” E a distance of 23.40’ to a pk nail set;
thence N 05°10’49” E a distance of 8.98’ to an iron rod found; thence S 89°41’41” E a distance of
10.59’ to a pk nail set; thence N 19°07’17” E a distance of 4.78’ to an iron rod found; thence N
88°42’55” E a distance of 27.32’ to an iron rod set; thence S 46°03’56” E a distance of 10.97’ to a
pk nail set; thence S 00°03’41” E a distance of 12.01’ to a pk nail set; thence S 31°10’55” W a
distance of 6.65’ to a pk nail set; thence S
03°47’09” W a distance of 20.70’ to a bolt found;
thence N 89°51’35” E a distance of 29.92’ to a pk nail set; thence S 00°55’00” E a distance of
33.31’ to a pk nail set; thence N 89°50’51” E a distance of 64.35’ to an iron rod set; thence S
00°03’35” E a distance of 26.68’ to a pk nail
set; thence S 0l°47’12” E a distance of 42.65’ to a
pk nail found; thence S 41°19’00” E a distance of
9.32’ to a pk nail set; thence S 0l°11’34” E a
distance of 31.36’ to a pk nail set; thence S 43°23’18” W a distance of 19.48’ to a pk nail set;
thence S 66°05’03” W a distance of 13.68’ to a pk
nail set; thence N 72°43’10” W a distance of
10.22’ to a pk nail set; thence S 85°42’21” W a distance of 47.09’ to an iron rod set; thence N
00°00’00” E a distance of 14.64’ to an iron pipe set; thence S 88°17’02” W a distance of 24.53’ to
an iron rod set; thence S 02°41’55” E a distance of 34.15’ to the Point of Beginning, having an
area of 58,748 square feet, or 1.35 acres.







 









 








PROPERTY DESCRIPTION

S3038

PARCEL C



     All that certain tract or parcel of land lying and being in the 8th G.M.D., Chatham
County, Georgia being shown on a survey for Arizona Chemical Company entitled “A Lease Parcel
Survey of Parcels A, B, C and D Being a Portion of the Property of International Paper Company,
Hermitage Plantation Tract” by Thomas & Hutton Engineering
Co. dated October 27, 2006 and being more
particularly described as follows:



     Commencing at a concrete monument right of way monument found at the intersection of the
northerly right of way line of I-516/Lynes Parkway (Variable R/W) and the westerly right of way
line of West Lathrop Avenue (Variable R/W); thence N 25°15’08” W a distance of 4105.80’ to a
concrete nail set at the Point of Beginning; thence leave the aforesaid Point of Beginning S
83°23’29” W a distance of 23.98’ to a concrete nail set; thence N 46°53’59” W a distance of 27.08’
to a concrete nail set; thence N 00°36’42” W a distance of 22.61’ to a pk nail set; thence N
72°05’35” E a distance of 35.98’ to a pk nail set; thence S 58°36’54” E a distance of 30.55’ to a
pk nail set; thence S 26°12’12” W a distance of 37.34’ to the Point of Beginning, having an area of
2,205 square feet, or 0.051 acres.







 









 








PROPERTY DESCRIPTION

S3034

PARCEL D



     All that certain tract or parcel of land lying and being in the 8th G.M.D., Chatham
County, Georgia being shown on a survey for Arizona Chemical Company entitled “A Lease Parcel
Survey of Parcels A, B, C and D Being a Portion of the Property of
International Paper Company,
Hermitage Plantation Tract” by Thomas & Hutton Engineering Co. dated October 27, 2006 and being
more particularly described as follows:



     Commencing at a concrete monument right of way monument found at the intersection of the
northerly right of way line of I-516/Lynes Parkway (Variable R/W) and the westerly right of way
line of West Lathrop Avenue (Variable R/W); thence N 23°36’29” W a distance of 4228.53’ to a pk
nail set at the Point of Beginning; thence leave the aforesaid Point of Beginning N 61°49’05” W a
distance of 8.79’ to a pk nail set; thence N 44°44’14” W a distance of 4.10’ to a concrete nail
set; thence N 33°41’27” W a distance of 14.65’ to a nail found; thence N 34°16’44” E a distance of
15.92’ to a nail found; thence N 44°03’45” E a distance of 16.29’ to a nail set; thence N 88°56’09”
E a distance of 15.26’ to a pk nail set; thence S 46°39’24” E a distance of 17.95’ to a pk nail
set; thence S 11°27’13” W a distance of 25.87’ to a pk nail set; thence S 53°38’55” W a distance of
10.53’ to a nail found; thence S 88° 16’30” W a distance of 16.24’ to the Point of Beginning,
having an area of 1,566 square feet, or 0.036 acres.








 









 















 









 





Exhibit B



Subsidence Area







B-1









 












 









 





Exhibit C



MEMORANDUM OF LEASE








C-1









 











This document prepared by and return to:

William G. Glass, Esq.

Weiner Shearouse Weitz Greenberg & Shawe LLP

14 East State Street

Savannah, GA 31401




	 	 	 	 	 	 	 
	STATE OF GEORGIA

	 	 	)	 	 	 
	 

	 	 	)	 	 	MEMORANDUM OF LEASE
	COUNTY OF CHATHAM

	 	 	)	 	 	 






     This Memorandum of Lease was entered into by and between INTERNATIONAL PAPER COMPANY, a New
York corporation (“Lessor”), and ARIZONA CHEMICAL COMPANY, a Delaware corporation (“Lessee”), in
order to reflect certain terms of that certain Lease Agreement (“Lease”) between the parties of
even date and to place certain terms of the Lease of record in the office of the Clerk of the
Superior Court of Chatham County, Georgia. This Memorandum of Lease is not intended to in any way
change, alter or amend the terms and conditions of the Lease between the parties of even date, but
it shall serve as notice to third parties of the Lease and the following terms of the Lease:



     1. Parties: The parties to the Lease are set forth in the first paragraph of
this
instrument.



     2. Property: The property covered by the Lease (“Leased Property”) is all of the real
property described in Schedule “A” hereto (the “Land”), together with all easements, rights,
leases, and appurtenances relating to the Land and all improvements erected thereon.



     3. Term: The Lease is for a term of fifty (50) years commencing on the date hereof
and expiring on the fiftieth (50th) anniversary of such date or upon earlier
termination as
provided in the Lease.



     4. Mortgages and Deeds to Secure Debt:



          a. The Lease is subject and subordinate to all mortgages, deeds of trust and deeds to secure
debt which may hereafter affect the Leased Property (“Superior Mortgages”) and to each and every
advance made under such Superior Mortgages and to all renewals,









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     modifications,
replacements, extensions, spreaders and consolidations thereof, without
any further instrument of subordination required; subject, however, subject to such Superior
Mortgagee’s execution and delivery of a subordination, non-disturbance and attornment agreement in
form and substance reasonably satisfactory to Lessee, and subject, further to Section 4(b) below.



          b. Lessee has the right to grant a first lien leasehold mortgage, deed to secure debt or deed
of trust encumbering Lessee’s interest in the Leased Property and under the Lease to secure any
mezzanine loan (the “Leasehold Mortgage”). The parties acknowledge and agree that during the term
of the Lease, there may be multiple leasehold mortgages and multiple leasehold mortgagees. Each
leasehold mortgagee may, from time to time, assign its right, title and interest in and to its
leasehold loan, leasehold mortgage and the Lease, and each leasehold mortgagee shall have certain
rights to perform for Lessee or cure Lessee defaults, as described in the Lease. Notwithstanding
anything herein to the contrary, each Leasehold Mortgage shall not be, and is not intended to be,
subordinated to the Superior Mortgage, and any foreclosure of the Superior Mortgage shall not
impair in any way the Leasehold Mortgage, as provided in the Lease.









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     IN WITNESS WHEREOF, the Lessor and Lessee have caused this Memorandum of
Lease to be executed by its proper officers thereunto duly authorized on this       day of
                    , 2007.




	 	 	 	 	 	 	 
	 

	 	Lessor:
	 	 	 	 
	 
	 	 	 	 	 	 
	Signed, Sealed and Delivered By In the presence of	 	International Paper Company, a New York corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Witness

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Attest:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Notary

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Lessee:	 	 	 	 
	 
	 	 	 	 	 	 
	Signed, Sealed and Delivered By In the presence of	 	Arizona Chemical Company, a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Witness

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Attest:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Notary

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 










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EXHIBIT A



Legal Description




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