Exhibit 10.6


 


FIBER SUPPLY AGREEMENT


 


by and between


 


ESCANABA TIMBER LLC


 


and


 


WICKLIFFE PAPER COMPANY


 


 


May 2, 2005


 





















 


FIBER
SUPPLY AGREEMENT


 


FIBER SUPPLY AGREEMENT, dated as of May 2, 2005
(this “Agreement”), by and between ESCANABA TIMBER LLC, a Delaware limited
liability company, (“Seller”) and WICKLIFFE PAPER COMPANY, a Delaware
corporation (“Buyer”).


 


RECITALS


 


Seller desires to sell and Buyer desires to
purchase, on the terms and conditions hereinafter set forth, certain quantities
and types of wood fiber located on certain timberlands owned by Seller.


 


NOW, THEREFORE, in consideration of the mutual
covenants described in this Agreement and other good and valuable consideration
the receipt and sufficiency of which are acknowledged, Seller and Buyer hereby
agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


Whenever used in this Agreement, the following terms
shall have the respective meanings given to them in the provisions thereof
indicated below:


 


“AAA”
shall have the meaning provided in Section 10.14(a).


 


“AF&PA”
shall have the meaning provided in the definition of “Sustainable Forest Practice
Standards”.


 


“Agreement”
shall have the meaning provided in the opening paragraph of this Agreement.


 


“Annual
Plan” shall have the meaning provided in Section 2.3(a).


 


“Annual
Volumes” shall have the meaning provided in Section 2.3(c).


 


“Assumed
Volume” shall have the meaning provided in Section 10.2(b).


 


“Calendar
Year” means a full year beginning on January 1 and continuing through December 31
thereof.


 


“Delivery
Distance” means the trucking distance between Seller’s harvest site and the
Buyer’s delivery location (which delivery location is within the Market
Region).


 


“Force
Majeure” shall have the meaning provided in Section 2.4(a).


 


“Force
Majeure Period” shall have the meaning provided in Section 2.4(c).


 





















 


“Hardwood
Pulpwood” means pulpwood from hardwood species of timber.


 


“Liens”
shall have the meaning provided in Section 6.2(b).


 


“Losses”
shall have the meaning provided in Section 6.2(b).


 


“Market
Region” shall mean all areas which are located within one hundred forty
(140) miles of the Mill.


 


“Mill”
shall mean Buyer’s pulp and paper mill located in Wickliffe, Kentucky.


 


“Minimum
Volumes” shall have the meaning provided in Section 2.3(b).


 


“Natural
Hardwood” means Hardwood Pulpwood from timber stands that are naturally
regenerated.


 


“New
Owner” shall have the meaning provided in Section 10.2(b).


 


“Objection
Notice” shall have the meaning provided in Section 10.2(b).


 


“Past
Due” shall have the meaning provided in Section 4.4.


 


“Person”
shall have the meaning provided in Section 10.1(b).


 


“Pine
Pulpwood” shall mean pulpwood from pine species of timber.


 


“Plantation
Hardwood” means Hardwood Pulpwood from timber stands that are artificially
regenerated.


 


“Price
Period” shall have the meaning provided in Section 4.1(b).


 


“Products”
means Pine Pulpwood and Hardwood Pulpwood.


 


“Product
Specifications” shall have the meaning provided in Section 2.1.


 


“Pulpwood”
means Hardwood Pulpwood and Pine Pulpwood.


 


“Sustainable
Forest Practice Standards” shall mean practices substantially in compliance
with standards substantially similar to the Sustainable Forestry Initiative of
the American Forest and Paper Association (the “AF&PA”) as those standards
may be modified by AF&PA from time to time.


 


“Term”
shall have the meaning provided in Section 5.1.


 


“Timberlands”
shall mean all timberland properties now or hereafter owned by Seller and
located in the States of Illinois, Missouri, Tennessee, Arkansas and Ballard,
Carlisle, Crittendon, Fulton, Hickman, Livingston, Lyon and Trigg Counties,
Kentucky.


 


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“TMS”
shall mean the publication known as Timber Mart South, or in the event TMS is
no longer published, a comparable publication mutually acceptable to Seller and
Buyer.


 


“Transfer”
shall mean any sale, lease, conveyance, exchange, assignment, hypothecation,
disposition, foreclosure or other transfer (excluding the granting of a
mortgage or other security agreement), directly or indirectly (whether by
agreement, operation of law or otherwise), of all or any portion of the
Timberlands.


 


“Valuation
Consultant” shall mean either Sizemore & Sizemore of Tallassee,
Alabama or Larson & McGowin of Mobile, Alabama, or if such firms are
no longer in existence, another reputable, professionally qualified Person
meeting all of the following criteria. 
Such Person (i) is not an Affiliate of either Seller or Buyer, (ii) during
the past two (2) years has not transacted substantial business with either
Seller or Buyer, and (iii) does not have less than five (5) years
experience relating to sales of timber within the Market Region.  If Seller and Buyer are unable to agree on
the Valuation Consultant, an arbitrator selected pursuant to Section 10.14
below shall select such Valuation Consultant. 
Seller and Buyer shall provide to the Valuation Consultant such
information as the Valuation Consultant shall reasonably request to facilitate
the determinations to be made by the Valuation Consultant hereunder.


 


“Zone”
shall mean the zone designated in TMS as Tennessee Area 2.


 


ARTICLE II


 


PURCHASE OF
PRODUCTS


 


Section 2.1             Purchase of Softwood Pulpwood, Hardwood
Pulpwood and Aspen Pulpwood.  Seller agrees to sell, and Buyer agrees to
purchase, receive and pay for, in each calendar year (a “Calendar Year”), the
Annual Volumes, as defined herein, of Pine Pulpwood and Hardwood Pulpwood.  All Pine Pulpwood and Hardwood Pulpwood
purchased pursuant to this Agreement shall satisfy, respectively, the
specifications for the Products set forth in Schedule 2.1, as may be
modified from time to time in accordance with Section 2.2 (the “Product
Specifications”).  For the purposes of
this Agreement, a ton shall weigh two thousand (2,000) pounds.


 


Section 2.2             Modification of Specifications.. 
Buyer may, from time to time, and upon at least two (2) months
prior written notice to Seller, reasonably modify any of the Product
Specifications that Buyer applies to substantially all of its Product suppliers
to the Mill.  Buyer shall not modify the
Product Specifications to set higher standards for Seller than for any such
other Products suppliers.  All Products
sold by Seller to Buyer following the date the new specifications become
effective shall satisfy such modified Product Specifications.  If Product Specifications are modified to set
higher standards, the Annual Volumes shall be adjusted downward as deemed
reasonably necessary by Seller, and subject to Buyer’s reasonable approval, as
a result of said higher standards.


 


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Section 2.3             Annual Plan.


 


(a)           Seller shall on the date hereof and prior to September 1
of each Calendar Year during the Term, complete and submit to Buyer a written
delivery plan with respect to the Products to be made available for purchase by
Buyer during the next Calendar Year (the “Annual Plan”).  Said Annual Plan shall include estimates of
delivery of the Products by Delivery Distances, month and accumulated into
estimated quarterly deliveries.  The
Annual Plan shall set forth the quantity of Products Seller intends to make
available to Buyer during the next Calendar Year, said quantities to be subject
to the terms of Article III.


 


(b)           Subject to Seller’s obligation to offer at
least the minimum volumes required to be offered to Buyer pursuant to Section 3.1
below (the “Minimum Volumes”):  (i) all
Pulpwood volumes projected to be harvested from the Timberlands in the
applicable Calendar Year shall be made available in said Annual Plan for
Calendar Years 2006 through 2010; (ii) ninety percent (90%) of all
Pulpwood volumes projected to be harvested from the Timberlands in the
applicable Calendar Year shall be made available in said Annual Plan for
Calendar Years 2011 through 2013; and (iii) eighty-five percent (85%) of
all Pulpwood volumes projected to be harvested from the Timberlands in the
applicable Calendar Year shall be made available in said Annual Plan for
Calendar Years 2014 through 2016, and, if the Term is extended pursuant to Section 5.2
below, for Calendar Years 2017 through 2019.


 


(c)           Buyer shall within 30 days of receipt of said
Annual Plan confirm with Seller the volumes of the Products Buyer agrees to
purchase from Seller during the next Calendar Year; provided, however, that
unless Seller agrees otherwise, Buyer must agree to purchase at least ninety
percent (90%) of the volumes set forth in the Annual Plan.  Said agreed upon volumes shall then become in
the aggregate the “Annual Volumes” Buyer agrees to purchase and Seller agrees
to deliver in the next Calendar Year.


 


(d)           Following adoption of each Annual Plan (or as
adjusted according to Section 2.3(c) above), the parties shall act in
good faith and each use their respective reasonable best efforts to implement
such Annual Plan in accordance with its terms. 
Products shall be delivered throughout the Calendar Year in accordance
with the Annual Plan for such year; provided, however, that
during any Calendar Year, Seller may vary its deliveries, and Buyer may vary
its purchases of Products, subject to Section 4.2 herein, as long as
variations in delivery are immaterial and will not impair the operations of the
Mill or the operations of Seller on the Timberlands.


 


Section 2.4             Force Majeure.


 


(a)           For the purposes of this Agreement, the term “Force
Majeure” means any cause, condition or event beyond Buyer’s and/or Seller’s
reasonable control that delays or prevents either party’s performance of its
obligations hereunder, including war, acts of terrorism (which shall not
include civil demonstrations), acts of government, acts of public enemy, riots,
lightning, fires, explosions, storms, floods,


 


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infestation,
power failures, other acts of God or nature, labor strikes or lockouts by
employees, or other disputes involving either party, adverse financial or
market conditions, an involuntary ceasing of operations at the Mill for a
minimum of thirty (30) consecutive days, and other similar events or
circumstances; provided, however, that “Force Majeure” shall not include (i) a
party’s financial inability to perform (unless such inability is caused by a
general suspension of payments by banks in the United States), or (ii) an
act, omission or circumstance arising from the negligence or willful misconduct
of the party claiming that a Force Majeure event has occurred.  The parties shall use reasonable best efforts
to mitigate the effects of the Force Majeure, and if the cause of Force Majeure
can be minimized or remedied, both parties shall use reasonable best efforts to
do so promptly.


 


(b)           Subject to the provisions of this Section 2.4,
neither party shall be liable hereunder for a delay in or failure of
performance of its obligations hereunder that is caused by Force Majeure.  If Force Majeure results in a reduction, but
not a complete cessation, of Buyer’s operations in connection with this
Agreement, Buyer shall not reduce its purchases of any Product from Seller in
greater proportion than the reduction in Buyer’s purchases of any such Products
from all its suppliers of pulpwood to the Mill. 
Notwithstanding anything contained in this Agreement to the contrary,
Force Majeure (other than a general suspension of payments by banks in the
United States) shall not excuse Buyer from its obligation to pay, pursuant to
the terms of this Agreement, Seller for any quantity of Product delivered by
Seller.


 


(c)           The quantity of any Product otherwise
required to be purchased or delivered hereunder shall be reduced as a result of
Force Majeure for the period during which such Force Majeure is in effect and
continuing (such period, the “Force Majeure Period”), based on the respective
quantity for each Calendar Year in which such Force Majeure is in effect,
prorated (if applicable) for the portion of such year constituting all or part
of such Force Majeure Period.  If the
Force Majeure Period is less than 15 days, (i) Buyer shall be required to
purchase the volume of Products not purchased during the Force Majeure Period
within the next 180 days following the end of the Force Majeure Period, and (ii) Seller
shall be required to make available the volume of Products not delivered during
the Force Majeure Period within the next 180 days following the end of the
Force Majeure Period.  If the Force
Majeure Period is more than 14 days, Buyer shall not be required to purchase
the volume of Products not purchased during the Force Majeure Period, and
Seller shall not be required to make available the volume of Products not
delivered during the Force Majeure Period. 
Notwithstanding anything contained in this Agreement to the contrary,
Seller shall have the right, but not the obligation, to sell that quantity of
the Product Buyer is unable to purchase because of Force Majeure to any third
party purchaser or purchasers in the event Force Majeure prevents Buyer from
performing hereunder.


 


(d)           Force Majeure shall not relieve a party of
its obligations or liability hereunder unless such party shall give notice
(including a reasonable description of such Force Majeure) to the other party
as soon as reasonably possible and in any event within fifteen (15) days of the
occurrence of such Force Majeure.  Upon
request, the party whose obligations were suspended shall provide the other
party with a plan for


 


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remedying
the effects of such Force Majeure.  The
party prevented from performing by Force Majeure shall keep the other party
advised by written notice of all matters affecting such Force Majeure, and the
extent of the delay by reason thereof. 
Such party shall notify the other party in writing of the termination of
such Force Majeure within ten (10) days after such termination.


 


ARTICLE III


 


QUANTITY
AND PRODUCT MIX


 


Section 3.1             Minimum Volumes by Calendar Year.  With
respect to the Products to be purchased by Buyer hereunder, Seller shall make
available to Buyer in the applicable Annual Plan the following Minimum Volumes
of Products for each Calendar Year during the Term of this Agreement:


 


(a)           2005.  For the Calendar Year
beginning May 2, 2005, and ending December 31, 2005:


 


	
  (i)

  (ii)

  (iii)

  	
   

  	
  Plantation Hardwood:

  Pine Pulpwood:

  Natural Hardwood:

  	
  not less than 33,000 tons

  not less than 20,000 tons

  not less than 47,000 tons

  



 


(b)           2006 – 2016.  For the Calendar Years
beginning January 1, 2006 and ending December 31, 2016:


 


	
  (i)

  (ii)

  (iii)

  	
   

  	
  Plantation Hardwood:

  Pine Pulpwood:

  Natural Hardwood:

  	
  not less than 50,000 tons

  not less than 40,000 tons

  not less than 50,000 tons

  



 


(c)           2017 – 2019 - To the extent Buyer exercises its option to extend the Term pursuant
to Section 5.2 below, for Calendar Years beginning January 1, 2017
and ending December 31, 2019, the mix of Products Seller shall make
available to Buyer shall be as follows:


 


	
                  Pine Pulpwood: 

  	
  not less than 40,000 tons

  



 


Section 3.2             Adjustments to Product Mix.


 


Seller and Buyer acknowledge and agree that Seller
may from time to time request modifications to the Product mix set forth above
during any Calendar Year as a result of its temporary inability to satisfy such
Product mix due to adverse weather or similar conditions.  So long as the aggregate total volume of all
Products required to be delivered for the Calendar Year is not reduced, and so
long as the Buyer’s operations would not be adversely affected in any material
respect as a result thereof, Buyer agrees to grant such requests.


 


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ARTICLE IV


 


PRICE AND
DELIVERY TERM


 


Section 4.1             Prices.


 


(a)           The initial prices for the Products shall be
as set forth in Schedule 4.1(a). 
Products delivered by Seller to Buyer will be paid for at the prices
outlined in Schedule 4.1(a), or as adjusted pursuant to Section 4.1(b),
based on the Delivery Distance.  Such
prices for the Pulpwood Products shall be adjusted on a quarterly basis
throughout the Term beginning as of January 1, 2006 based on the
adjustment mechanism set forth in Section 4.1(b).


 


(b)           The prices for the Products set forth on Schedule 4.1
shall be adjusted beginning on January 1, 2006 and each subsequent April 1,
July 1, October 1 and January 1 of each Calendar Year of the Term
based upon the percentage change in the published TMS average delivery prices
for the applicable Product in the Zone, and based on the formula set forth on Schedule 4.1(b) attached
hereto.


 


(c)           In addition to the other amounts payable
hereunder, in the event Buyer pays any amounts to any pulpwood supplier to the
Mill for fuel adjustments or snow bonuses, Buyer shall make comparable and
contemporaneous payments to Seller.


 


Section 4.2             Pay or Take.


 


(a)           Seller agrees to sell and deliver, subject to
Force Majeure, and Buyer agrees to purchase, subject to Force Majeure, the
Annual Volumes of Products to be produced under the direction of Seller during
each Calendar Year as determined in Section 2.3 (c).  If for any Calendar Year, Seller fails for
any reason other than Force Majeure to tender to Buyer at least ninety percent
(90%) of the designated Annual Volumes of Products, Seller will pay Buyer at a
rate of $15.00 per ton multiplied by the difference between (x) ninety percent
(90%) of the Annual Volumes of Products for the applicable Calendar Year minus
(y) the volume of Products actually tendered by Seller during such Calendar
Year, as liquidated damages and not as a penalty, and Buyer shall have no
further claim for damages on account of such shortfall in the delivery of the
Annual Volumes.  Payment shall be made by
Seller to Buyer on demand no later than fifteen (15) days from Buyer’s written
request for such payment. 
Notwithstanding the foregoing:  (i) if
adverse weather conditions during the last ninety (90) days of any Calendar
Year prevent Seller from delivering the Annual Volumes of Natural Hardwood or
Pine Pulpwood for said Calendar Year, the payments provided for in this Section 4.2(a) shall
not apply unless and to the extent said volumes (together with any volumes
required with respect to the first quarter of the following Calendar Year) are
not delivered on or before March 31 of the following Calendar Year, and (ii) if
adverse weather conditions during any Calendar Year prevent Seller from
delivering the Annual Volumes of Plantation Hardwood for said Calendar Year,
the payments provided for in this Section 4.2(a) shall not apply
unless and to the extent said volumes (together with 


 


7





















 


any
volumes required with respect to the following Calendar Year) are not delivered
on or before December 31 of the following Calendar Year.  Seller shall keep Buyer advised of any such
adverse weather conditions and Buyer’s need for additional time to deliver said
volumes.


 


(b)           If for any Calendar Year, Buyer fails for any
reason other than Force Majeure to purchase at least ninety percent (90%) of
the Annual Volumes of Products from Seller, then Buyer shall pay Seller for the
shortage at a rate of $15.00 per ton multiplied by the difference between (x)
ninety percent (90%) of the Annual Volumes of Products for the applicable
Calendar Year minus (y) the volume of Products actually purchased by Buyer
hereunder during such Calendar Year, as liquidated damages and not as a penalty,
and Seller shall have no further claim for damages on account of Buyer’s
failure to purchase the Annual Volumes. 
Payment shall be made by Buyer to Seller on demand no later than fifteen
(15) days from Seller’s written request for such payment.


 


(c)           Subject to the terms of Section 3.2
above, any payments made pursuant to this Section 4.2 shall be calculated
separately for Pine Pulpwood and Hardwood Pulpwood.  If this Agreement is in termination at a time
other than the beginning or end of a calendar year, the Annual Volumes for
purposes of calculating such shortage payment for either party will be prorated
equitably.


 


Section 4.3             Delivery Terms.  All
Pulpwood Products covered by this Agreement shall be delivered to Buyer F.O.B.
to the Mill or to such other locations in the Market Region as Buyer may direct
upon reasonable advance notice to Seller. 
Risk of loss and title shall pass when the Products are unloaded at the
Mill or the applicable delivery location.


 


Section 4.4             Payment.  Buyer shall pay Seller within
fifteen (15) days after the date of delivery for any Products delivered to
Buyer, based upon the volume of the Products delivered, as determined by the
weight of such Products at the time of delivery.  Payments made after fifteen (15) days from the
date of delivery shall be considered past due (“Past Due”).  For payments that are Past Due, Buyer shall
pay interest at a rate per annum equal to the daily prime rate as reported in
the Wall Street Journal plus four percent (4%) for each day that the payments
are Past Due.  Such interest shall be
calculated daily on the basis of a year of 365 days and the actual number of
days for which interest is due.  If at
any time during the Term there are any payments outstanding to Seller that are
Past Due, then, in addition to any other remedies it may have hereunder, Seller
may suspend deliveries to Buyer until such time as all Past Due payments have
been paid in full.  In such event, Seller
shall have no obligation to supply or make up any portion of the Annual Volumes
scheduled for delivery and not delivered during such suspension and shall in no
way be liable to Buyer for any Losses (as defined below in Section 6.2(b))
or payments pursuant to Section 4.2(a) related to any shortfall in
delivered volumes of Products arising out of said suspension.  Concurrently with the execution hereof, Buyer
has paid to Seller a deposit in the amount of $736,000.00 (the “Deposit”).  Seller may, in its sole discretion, apply all
or any part of the Deposit against any payments of Buyer that are Past
Due.  Provided that Buyer is current in
its payment obligations hereunder, the Deposit (less any amounts applied in
accordance with the


 


8





















 


preceding
sentence) shall be deemed applied to reduce each payment due Seller hereunder
by an amount equal to 8.33% of each invoice, until the unapplied portion of the
Deposit is reduced to zero.  Any portion
of the Deposit that is not so applied on the second anniversary of the date of
this Agreement shall be fully applied against subsequent payments due Seller
hereunder.


 


Section 4.5             Disputes.  If the personnel designated by
Buyer and Seller with operational responsibility for implementing this
Agreement are unable to agree as to any matter set forth in this Article IV
then such matter shall be addressed by the executives responsible for
timberland management for Seller and wood procurement for Buyer.  If such executives are unable to agree, then
such matter shall be determined by an arbitrator pursuant to Section 10.14.


 


Section 4.6             Compliance with Product Specifications.  If
any shipment of any Product fails to satisfy the applicable Product
Specifications, Buyer shall have the right to reject such shipment. Buyer shall
notify Seller of any such rejection as soon as reasonably possible.


 


Section 4.7             Limitation of Warranties. 
EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, THE
PRODUCTS ARE BEING SOLD “AS IS,” AND SELLER IS NOT MAKING ANY OTHER WARRANTIES,
WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, IN PARTICULAR, ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (AS DEFINED IN
THE DELAWARE UNIFORM COMMERCIAL CODE), ALL OF WHICH ARE HEREBY EXPRESSLY
EXCLUDED, DISCLAIMED AND WAIVED BY BUYER.


 


ARTICLE V


 


TERM


 


Section 5.1             Term.  This Agreement shall expire on
December 31, 2016, unless this Agreement is sooner terminated for cause
pursuant to Section 9.1 hereof, or unless this Agreement is extended as
provided in Section 5.2 (the “Term”). 


 


Section 5.2             Extension of Term.  Provided
that Buyer shall not then be in default under this Agreement, the Term of this
Agreement may be extended at the option of Buyer for one (1) additional
three (3) year term, which extension term shall commence concurrently with
the expiration of the initial term, upon the same terms and conditions as
contained in this Agreement.  In the
event that Buyer desires to extend this Agreement pursuant to the above
extension option, it shall give written notice of such desire to extend the
Term to Seller no later than January 1, 2016.


 


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ARTICLE VI


 


REPRESENTATIONS,
WARRANTIES AND COVENANTS


 


Section 6.1             Warranty of Quality. 
Seller warrants and covenants that it will act in good faith and use its
reasonable best efforts to cause all Products to meet the Product
Specifications.


 


Section 6.2             Ownership of Products.  (a) 
Seller warrants and covenants that all Products delivered to Buyer will be free
and clear of all Liens (as defined in Section 6.2(b) below).  Seller shall protect, indemnify, defend and
hold harmless Buyer against any Losses (as defined in Section 6.2(b) below)
incurred or sustained by Buyer arising out of or resulting from any Liens
applicable to any of the Products at the time delivered by Seller.


 


(b)  The term “Liens” means any and all liens,
charges, mortgages, deeds to secure debt, pledges, security interests, options
of record, adverse claims or other encumbrances of a liquidated amount or which
are otherwise statutorily enforceable, other than liens for ad valorem taxes
not yet due and payable; provided, however, none of the aforementioned shall
constitute a “Lien” in the event the same fails to prevent Seller from
performing any of its obligations hereunder. 
The term “Losses” means any and all claims, liabilities, obligations,
losses, fines, costs, royalties, proceedings, deficiencies or damages (whether
absolute, accrued, conditional or otherwise and whether or not resulting from
third party claims) including, but not limited to, out-of-pocket expenses and
reasonable actual attorneys’ and actual accountants’ fees incurred in the
investigation or defense of any of the same or in enforcing any of their
respective rights hereunder.


 


Section 6.3             Power and Authority; Enforceability.  Seller represents and warrants that it is a
limited liability company duly organized and validly existing under the laws of
the State of Delaware, and that it has all requisite corporate authority to
enter into this Agreement and to perform its obligations hereunder.  Seller represents and warrants that this
Agreement has been duly authorized, executed and delivered by Seller and
constitutes the legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms, except as may be limited by (i) bankruptcy,
reorganization, insolvency, moratorium, receivership or other similar laws
affecting or relating to the enforcement of creditors’ rights or remedies
generally, and (ii) general principles of equity (whether considered at
law or in equity).


 


Section 6.4             Compliance with Laws; Maintenance of
Timberlands.  Seller agrees that its performance of this
Agreement shall comply in all material respects with applicable state and
federal laws and regulations, including, but not limited to, all environmental
laws and the Fair Labor Standards Act of 1938, as amended.


 


Section 6.5             Seller as Independent Contractor.  No
relationship of employer and employee, or master and servant, is intended to
exist, nor shall any be construed to exist, between Buyer and Seller, or
between Buyer and any servant, agent, 


 


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employee,
subcontractor or supplier of or to Seller as a result of the parties entering
into or performing this Agreement.  Each
party hereto shall select and pay its own servants, agents, employees,
subcontractors and suppliers, and neither such party nor any of its servants,
agents, employees, subcontractors and suppliers shall be subject to any orders,
supervision or control of the other party hereto.  The parties acknowledge that this Agreement
does not create a partnership, joint venture or any relationship other than a
contract between independent parties.


 


Section 6.6             Buyer Power and Authority; Enforceability. 
Buyer represents and warrants that it is a corporation duly organized
and validly existing under the laws of the State of Delaware, and that it has
all requisite corporate authority to enter into this Agreement and to perform
its obligations hereunder. Buyer represents and warrants that this Agreement
has been duly authorized, executed and delivered by Buyer and constitutes the
legal, valid and binding obligation of Buyer, enforceable against Buyer in
accordance with its terms, except as may be limited by (i) bankruptcy,
reorganization, insolvency, moratorium, receivership or other similar laws
affecting or relating to the enforcement of creditors’ rights or remedies
generally; and (ii) general principles of equity (whether considered at
law or in equity).


 


ARTICLE VII


 


DEFAULT AND
INDEMNIFICATION


 


Section 7.1             Indemnity.


 


(a)           Buyer shall in no way be liable for any
personal injuries (including death), property damage or other Losses caused by,
resulting from, or attributable to, Seller’s performance under this Agreement,
the operation of the business of Seller or the acts of any servant, agent,
employee, subcontractor or supplier of Seller in connection with this
Agreement, except to the extent such Loss is finally judicially determined to
have arisen out of or resulted from the negligence or intentional misconduct of
any of Buyer, its subsidiaries and other affiliates (other than Seller), or any
of its or their respective servants, agents, officers, partners, directors,
employees, subcontractors or suppliers. Seller shall protect, defend, indemnify
and hold harmless NewPage Holding Corporation, NewPage Corporation,
Buyer, and their respective subsidiaries and affiliates (other than Seller),
and each of its and their respective agents, officers, partners, directors,
employees, successors and assigns, from and against any claim, demand, cause of
action, lawsuit or other Loss arising out or resulting from performance of this
Agreement by Seller, or of any servant, agent, employee, subcontractor or
supplier of or to Seller, including any Loss based on the strict liability of
Buyer except to the extent such Loss is finally judicially determined to have
arisen out of or resulted from the negligence or intentional misconduct of any
of Buyer, its subsidiaries and other affiliates (other than Seller), or any of
its or their respective servants, agents, officers, partners, directors,
employees, subcontractors or suppliers.


 


(b)           Seller shall in no way be liable for any
personal injuries (including death), property damage or other Losses caused by,
resulting from, or


 


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attributable
to, Buyer’s performance under this Agreement, the operation of the business of
Buyer or the acts of any servant, agent, employee, subcontractor or supplier of
Buyer in connection with this Agreement, except to the extent such Loss is
finally judicially determined to have arisen out of or resulted from the
negligence or intentional misconduct of any of Seller, its subsidiaries and
other affiliates (other than NewPage Holding Corporation and its
subsidiaries), or any of its or their respective servants, agents, officers,
partners, directors, employees, subcontractors or suppliers.  Buyer shall protect, defend, indemnify and
hold harmless Seller, and its subsidiaries and other affiliates (other than NewPage Holding
Corporation and its subsidiaries), and each of its and their respective agents,
officers, partners, directors, employees, successors and assigns, from and
against any claim, demand, cause of action, lawsuit or other Loss arising out
or resulting from performance of this Agreement by Buyer, or of any servant,
agent, employee, subcontractor or supplier of or to Buyer, including any Loss
based on the strict liability of Seller, except to the extent such Loss is
finally judicially determined to have arisen out of or resulted from the
negligence, or intentional misconduct of any of Seller, its subsidiaries and
other affiliates (other than NewPage Holding Corporation and its
subsidiaries), or any of its or their respective servants, agents, officers,
partners, directors, employees, subcontractors or suppliers.


 


Section 7.2             Certain Remedies. 
Notwithstanding anything in this Agreement to the contrary, Buyer’s sole
and exclusive remedies against Seller (following the expiration of any
applicable cure period) in the event that Seller breaches its obligation to
provide the Annual Volumes of Products required under this Agreement shall be (a) to
receive the payment provided pursuant to Section 4.2(a) of this
Agreement, and (b) to terminate this Agreement pursuant to Section 9.1
of this Agreement.  


 


ARTICLE VIII


 


CONSENT TO
JURISDICTION


 


Section 8.1             Consent to Jurisdiction.  In
connection with any proceeding initiated by either party under or with respect
to this Agreement and the transactions contemplated hereby, each party hereby
consents to the jurisdiction of any United States Federal Court sitting in the
State of Kentucky having jurisdiction in the matter.  Each party acknowledges and agrees that any
controversy that may arise under this Agreement is likely to involve
complicated and difficult issues, and therefor it hereby irrevocably and
unconditionally waives any right it may have to a trial by jury in respect of
any litigation directly or indirectly arising out of or relating to this
Agreement, or the breach, termination or validity of this Agreement, or the
transactions contemplated by this Agreement.


 


ARTICLE IX


 


TERMINATION


 


Section 9.1             Termination for Cause.  This
Agreement shall immediately terminate if any one of the following events (each,
a “default”) has occurred and is


 


12





















 


continuing
on the tenth (10th) day after receipt of notice of an intent to cancel by
reason of such default (each, an “Event of Default”):


 


(a)           Breach of any term of this Agreement, which
breach is not cured within sixty (60) days after receipt of written notice
thereof;


 


(b)           Insolvency or the filing by or against Seller
or Buyer of a petition in bankruptcy (which, in the event of an involuntary
bankruptcy, is not dismissed within ninety (90) days from the date of its
commencement), or appointment by a court of a temporary or permanent receiver,
trustee or custodian; or


 


(c)           If the Mill for any reason ceases all pulping
operations for a period that exceeds twelve (12) consecutive months at any time
during the Term.


 


Section 9.2             Effect of Termination. 
Termination shall not relieve a defaulting party of any liability to the
nondefaulting party for breach of its obligations hereunder.


 


ARTICLE X


 


MISCELLANEOUS


 


Section 10.1           Definitions.


 


(a)           The words “hereby,” “herein,” “hereof,” “hereunder”
and words of similar import refer to this Agreement as a whole and not merely
to the specific section, paragraph or clause in which such word appears.  The word “party” or “parties” means a party
or the parties to this Agreement, unless preceded by the word “third” or unless
the context shall otherwise expressly require. 
All references herein to Articles, Sections, Annexes and Exhibits shall
be deemed references to Articles and Sections of, and Annexes and Exhibits to,
this Agreement unless the context shall otherwise require.  The words “include,” “includes” and “including”
shall be deemed to be followed by the phrase “without limitation,” unless
already expressly followed by such phrase or the phrase “but not limited to.”  The definitions given for terms in this Section 10.1
or in Article I shall apply equally to both the singular and plural forms
of the terms defined.  Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.


 


(b)           Whenever used in this Agreement, the
following terms shall have the respective meanings given to them below.


 


“Affiliate” of a Person means any other
Person directly, or indirectly through one or more intermediaries, controlling,
controlled by or under common control with the first Person.  As used in this definition of the term “affiliate,”
and elsewhere herein with respect to any affiliate of any Person, “control”
(including the terms “controlled by” and “under common control with”) means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management policies of a


 


13





















 


Person,
whether through the ownership of voting securities, by voting trust, contract
or similar arrangement, as trustee or executor, or otherwise.


 


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


 


Section 10.2           Assignment by Seller.


 


(a)           Except as provided in this Section 10.2,
this Agreement may not be assigned by Seller in whole or in part.  Notwithstanding the foregoing, at any time
during the Term, Seller may assign this Agreement (i) to any lender or
lenders as security for obligations to such lender or lenders in respect to
financing arrangements of Seller or any Affiliate thereof with such lender or
lenders, or (ii) upon prior written notice to Buyer, to any Person that is
and at all times remains an Affiliate of Seller or that merges or consolidates
with or into Seller or that acquires all or substantially all of the
Timberlands.


 


(b)           Notwithstanding any other provision of this
Agreement to the contrary, Buyer and Seller acknowledge and agree that Seller
shall not be prohibited from selling all or any portion of the Timberlands,
provided that any such sale of the Timberlands shall be made subject to the
terms of this Agreement and the obligation to supply the applicable portion of
timber volumes required hereunder.  Upon
any sale of a portion of the Timberlands, the purchaser of said portion of the
Timberlands (“New Owner”) shall assume the obligation to supply a portion of
the timber volumes to be supplied hereunder, said portion of the timber volumes
(“Assumed Volume”) to be agreed to by Seller and said New Owner, subject to
Buyer’s consent to such volume allocation, which consent shall not be
unreasonably withheld or delayed.  Upon
such assumption by said New Owner, Seller’s obligations to supply Products
hereunder shall be reduced by the volumes assumed by said New Owner, and Seller
shall thereafter have no obligation or liability with respect to said assumed
volumes or with respect to the portion of the Timberlands so conveyed.  At the request of Seller, upon any such sale
to a New Owner Buyer shall execute an amendment to this Agreement acknowledging
the foregoing.  Furthermore, upon request
of Seller or Buyer, upon such sale to a New Owner, Buyer and such New Owner
shall enter into a separate fiber supply agreement on the same terms and
conditions as contained in this Agreement (or such other terms as Buyer and
such New Owner shall mutually agree) except for the portion of the Timberlands
covered thereby and the volume of Products to be supplied thereunder.  In the event Buyer objects to any proposed
Assumed Volume, Buyer shall provide written notice of the same to Seller within
fifteen (15) days of notice to Buyer of said proposed Assumed Volume (“Objection
Notice”), said Objection Notice to include a detailed explanation of the basis
for said objection.  Failure by Buyer to
timely provide said Objection Notice shall be deemed to constitute the consent
of Buyer to said proposed Assumed Volume. 
In the event Buyer timely provides an Objection Notice, Seller shall


 


14





















 


have
the option of (i) revising said proposed Assumed Volume, in which case
Buyer shall have the further right to object by providing a new Objection
Notice as provided above or (ii) retaining the Valuation Consultant to
determine whether the proposed Assumed Volume is reasonable.  In the event the Valuation Consultant is so
retained and determines that said proposed Assumed Volume is reasonable, Buyer
shall be deemed to have consented to said Assumed Volume and shall pay all
costs and expenses of said Valuation Consultant.  Otherwise, said costs and expenses shall be
paid by Seller.  Notwithstanding the
foregoing, Seller may convey during the Term hereof up to 15,000 acres of the
Timberlands free and clear of the obligations of this Agreement (the “Exempt
Acres”), provided that Seller is able to supply the volume of Products required
to be supplied hereunder from the remaining portion of the Timberlands.  Buyer agrees to execute any and all
documentation requested by Seller in order to evidence the release of the
Exempt Acres from this Agreement.


 


Section 10.3           Assignment by Buyer.


 


Except as provided in this Section 10.3, this
Agreement may not be assigned by Buyer in whole or in part.  Notwithstanding the foregoing, at any time
during the Term, Buyer may assign this Agreement (a) to any lender or
lenders as security for obligations to such lender or lenders in respect of
financing arrangements of Buyer or any affiliate thereof with such lender or
lenders, or (b) upon prior written notice to Seller, to any Person that is
and at all times remains an Affiliate of Buyer or that merges or consolidates
with or into Buyer or that acquires all or substantially all of the assets or
stock of Buyer.


 


Section 10.4           Notices.  All notices, requests, demands
and other communications provided for hereunder shall be in writing and
personally delivered or sent by regular U.S. certified mail, telecopy or
Federal Express (or similar type of overnight delivery) to the applicable party
at the address indicated below:


 


	
  If to Buyer:

  	
   

  	
  Wickliffe Paper Company

  1724 Westvaco Road

  Wickliffe, Kentucky 42087

   

  
	
  With a copy to:

  	
   

  	
  Bernie F. Coyle

  3901 Mayfield Road

  Wickliffe, Kentucky 42087

  Telecopier No.  270-335-6240

  Telephone No.  270-335-6241

   

  
	
  and

  	
   

  	
  Greg Hansrote

  1724 Westvaco Road

  Wickliffe, Kentucky 42087

  Telecopier No.  270-335-4110

  Telephone No.  270-335-4587

  



 


15





















 


	
  If to Seller:

  	
   

  	
  Escanaba Timber LLC

  c/o NewPage Corporation

  Courthouse Plaza N.E.

  Dayton, Ohio 45463

  



 


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


 


Section 10.5           Amendment; Waiver.  No
amendment, modification or discharge of this Agreement, and no waiver
hereunder, shall be valid or binding unless set forth in writing and duly
executed by the party against whom enforcement of the amendment, modification,
discharge or waiver is sought.  Any such
waiver shall constitute a waiver only with respect to the specific matter
described in such writing and shall in no way impair the rights of the party
granting such waiver in any other respect or at any other time.  The failure of either party to insist in any
one or more instances upon strict performance of any of the provisions of this
Agreement or take advantage of any of its rights hereunder shall not be
construed as a waiver of any such provisions or the relinquishment of any such
rights, but the same shall continue and remain in full force and effect.


 


Section 10.6           Entire Agreement.  This
instrument constitutes the entire agreement between the parties relating to the
subject matter hereof, and there are no agreements, understandings, conditions,
representations, or warranties not expressly set forth herein.


 


Section 10.7           Sovereign Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Kentucky, without reference to the conflicts of laws or choice of law
provisions thereof.


 


Section 10.8           Binding Agreement. 
Subject to the provisions of Sections 10.2 and 10.3, this Agreement
shall bind and inure to the benefit of the parties and their respective
successors and assigns.


 


Section 10.9           Headings.  The section and other
headings in this Agreement are inserted solely as a matter of convenience and
for reference, are not a part of this Agreement, and shall not be deemed to
affect the meaning or interpretation of this Agreement.


 


Section 10.10         Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument.


 


16





















 


Section 10.11         Annexes and Exhibits.  All
annexes, attachments, schedules and exhibits to this Agreement referenced
herein are incorporated herein by reference.


 


Section 10.12         Severability, etc.  Any
term or provision of this Agreement that is invalid or unenforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such
invalidity or unenforceability, without rendering invalid or unenforceable the
remaining terms and provisions of this Agreement or affecting the validity or
unenforceability of any of the terms or provisions of this Agreement in any
other jurisdiction.  If any term or
provision of this Agreement is so broad as to be invalid or unenforceable, the
provision shall be interpreted to be only so broad as is valid or
enforceable.  Subject to the foregoing
provisions of this Section 10.12, if any term or provision of this
Agreement is invalid or unenforceable for any reason, such circumstances shall
not have the effect of rendering such term or provision invalid or
unenforceable in any other case or circumstance.


 


Section 10.13         No Presumption Against Drafter.  Each
of the parties hereto has jointly participated in the negotiation and drafting
of this Agreement.  In the event of an
ambiguity or a question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by each of the parties hereto and no
presumptions or burdens of proof shall arise favoring any party by virtue of
the authorship of any of the provisions of this Agreement.


 


Section 10.14         Arbitration.


 


(a)           All controversies, disputes, or claims
arising among the parties in connection with, or with respect to, any provision
of this Agreement which have not been resolved within twenty (20) days after
either Buyer, on the one hand, or Seller, on the other hand, has notified the
other in writing of such controversy, dispute or claim, shall be settled by
arbitration administered by the American Arbitration Association (“AAA”) under
its Commercial Arbitration Rules, and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.  Notwithstanding anything contained in this Section 10.14
or the AAA Commercial Arbitration Rules to the contrary, any arbitrator
appointed hereunder to resolve disputes shall be an attorney licensed to
practice law in the United States with experience in commercial real estate and
the timber and paper industries and shall have expertise appropriate to the
dispute.  In addition to the
aforementioned qualifications, any arbitrator appointed hereunder to resolve
disputes arising out of any Article IV matter shall have a familiarity
with the factors taken into account in pricing wood fiber products and shall
otherwise be qualified to make the pricing determinations required by Article IV.


 


(b)           Nothing herein contained shall bar the right
of any of the parties to seek and obtain temporary injunctive relief from a
court of competent jurisdiction in accordance with applicable law against
threatened conduct that will cause loss or damage, pending completion of the
arbitration, and the prevailing party therein shall be entitled to an award of
its reasonable attorneys’ fees and costs.


 


17





















 


(c)           Notwithstanding anything contained in this
Agreement to the contrary, in the event that any controversy, dispute, or claim
exceeds $10,000,000, this Section 10.14 shall not apply.


 


Except as otherwise provided in this Agreement, this
Section shall be interpreted, governed by and enforced in accordance with
the United States Arbitration Act, 9 U.S.C. Section 1-14.


 


Section 10.15         Sustainable Forestry Initiative. 
Seller shall continue to manage the Timberlands in accordance with the
Sustainable Forestry Initiative during the Term of this Agreement.  From time to time it may be necessary to
agree upon a recognized successor or alternative standard to the Sustainable
Forestry Initiative, which shall be negotiated in good faith to reflect changes
or developments in the evolution of widely accepted industry standards.


 


Section 10.16         Option to Convert to Stumpage Agreement.  At
any time during the Term of this Agreement, upon not less than one hundred
twenty (120) days prior written notice from Seller to Buyer, Seller shall have
the one-time option to convert this Agreement from a delivered wood agreement
to a stumpage agreement.  Upon such
conversion (the “Conversion Date”), the parties shall enter into a new
agreement substantially in the form of the agreement attached hereto as Schedule 10.16
(the “Stumpage Agreement”).  The
Base Prices for such Stumpage Agreement shall be the fair market value of
the Products on the Conversion Date, as reasonably and mutually agreed to by
Buyer and Seller.  If the parties are
unable to agree on said Base Prices, said Base Prices shall be determined by
the Valuation Consultant.


 


Section 10.17         Memorandum of Contract.  At
the request of any party hereto, a Memorandum of this Agreement shall be
recorded in the recording offices of each and every County in which the
Timberlands are located.


 


Section 10.18         Publicity.  This Agreement is confidential
and no party shall issue press releases or engage in other types of publicity
of any nature dealing with the commercial and legal details of this Agreement
without the other party’s prior written approval.  However, approval of such disclosure shall be
deemed to be given to the extent such disclosure is required to comply with
applicable laws, governmental rules, regulations or other governmental
requirements, or in connection with any financing arrangements of such
party.  In such event, the publishing
party shall, to the extent reasonably practicable, furnish, in advance, a copy
of such proposed disclosure, to the other party.


 


Section 10.19         Estoppel Certificates. 
Either party shall, at no cost to the requesting party, from time to
time, upon twenty (20) days prior request by the other party, execute,
acknowledge and deliver to the requesting party a certificate signed by an
officer of the certifying party stating that this Agreement is unmodified and
in full force and effect (or, if there have been modifications, that this Agreement
is in full force and effect as modified, and setting forth such modifications)
and the dates through which payments have been made, and either stating that to
the knowledge of the signer of such


 


18





















 


certificate
no default exists under this Agreement or specifying each such default to which
the signer has knowledge.


 


Section 10.20         Prevailing Party.  If
either party brings any proceeding for the judicial or other interpretation,
enforcement, termination, cancellation or rescission of this Agreement, or for
damages for the breach thereof, the prevailing party in any such proceeding or
appeal thereon shall be entitled to its reasonable attorneys’ fees and court
and other reasonable costs incurred, to be paid by the losing party as fixed by
the court in the same or a separate proceeding, and whether or not such
proceeding is pursued to decision or judgment. 



 


ARTICLE XI


 


WICKLIFFE
WILDLIFE MANAGEMENT AREA


 


Section 11.1           Notice of Proposed Sale.  The
portion of the Timberlands identified on Schedule 11.1 attached hereto is
commonly referred to as the Wickliffe Wildlife Management Area (the “WWMA Tract”).  If Seller desires to sell, transfer or convey
either directly or indirectly, by operation of law or otherwise, any interest
to all or any portion of the WWMA Tract (the “Timberlands Interest”), Buyer
shall have a right of first offer to acquire all, but not less than all, of
such Timberlands Interest, and Seller shall not transfer such Timberlands
Interest without first complying with the provisions of this Article XI.  Seller shall give written notification to
Buyer, by certified mail or personal delivery, of Seller’s desire to sell the
Timberlands Interest at issue (the “RFO Notice”).  In order to be effective, the RFO Notice must
contain the following information: (i) a detailed description of the
Timberlands Interest to be sold, (ii) the cash price of the Timberlands
Interest to be sold and (iii) the Assumed Volume proposed to be allocated
to said Timberlands Interest (the “Offer Terms”).  For purposes of this Article XI, the
sale, transfer or conveyance of a controlling interest in Seller (or the sale,
transfer or conveyance of an interest in Seller which when aggregated with
previous sales, transfers or conveyances would constitute a controlling
interest in Seller, a “Change of Control”) shall constitute a sale of a
Timberlands Interest subject to Buyer’s right of first offer hereunder;
provided, however, that Buyer’s failure to exercise its right of first offer in
connection with a Change of Control shall not result in a termination of said
right of first offer.


 


Section 11.2           Response to Notice. 
Buyer shall have the right to purchase all (but not less than all) of
the Timberlands Interest proposed to be sold by Seller upon the same terms and
conditions as stated in the aforesaid RFO Notice by giving written notification
to Seller, by certified mail or personal delivery, of its intention to do so
within thirty (30) days after receiving the RFO Notice (the “RFO Response”).


 


Section 11.3           Waiver of Right. 
Except as hereinafter provided, the failure of Buyer to timely provide
the RFO Response shall result in a waiver of its right to purchase the
Timberlands Interest covered by such RFO Notice for the six month period
commencing on the date which the RFO Response was required to be
delivered.  In such event, Seller shall
be entitled to sell the Timberlands Interest to a third party


 


19





















 


purchaser
consistent with the Offer Terms, or for a cash price which is more favorable to
Seller than as set forth in the Offer Terms. 
In the event Seller does not close the proposed transaction consistent
with the Offer Terms, or for a cash price which is more favorable to Seller than
as set forth in the Offer Terms, within six (6) months, or if Seller
desires to consummate a sale of the applicable Timberlands Interest for a cash
price which is less favorable to Seller than as set forth in the Offer Terms,
then Buyer’s right of first offer shall be reinstated as to such Timberlands
Interest in accordance with the terms and procedures set forth above.  No sale of a Timberlands Interest shall be
valid unless Seller has complied with the provisions of this Article XI
prior to consummation of such sale.  In
the event Buyer fails to timely provide the RFO Response, Buyer shall promptly
execute any and all documentation requested by Seller in order to evidence the
waiver of Buyer’s right of first offer with respect to said Timberlands Interest.


 


Section 11.4           Closing.  In the event Buyer gives
written notice to Seller in compliance with Section 11.2 above of its
desire to exercise its right to purchase all of the Timberlands Interest which
Seller desires to sell, Seller shall designate the time, date and place of
closing, provided that the date of closing shall be no earlier than ninety (90)
days, and no later than one hundred eighty (180) days, after receipt by Seller
of the RFO Response.  In such event, the
purchase and sale of the Timberlands Interest shall be effected pursuant to the
Offer Terms and otherwise in accordance with the terms of Seller’s proposed
real estate sales contract (which contract shall be subject to Buyer’s
reasonable review and approval).  


 


Section 11.5           Applicability of Right of First Offer.  The
right of first offer set forth herein shall not apply to: (a) any
condemnation of any portion of the WWMA Tract, or any sale in lieu thereof; or (b) any
easement, cutting contract, or hunting license on any portion of the WWMA Tract.


 


Section 11.6           Title to WWMA Tract. 
Buyer’s rights set forth in this Article XI are subject and
subordinate to all matters of record on the date hereof, including but not
limited to the rights of others to purchase the WWMA Tract pursuant to a pre-existing
option or right of first refusal, if any. 
During the term of this Agreement, Seller shall not grant any mortgage,
deed of trust or similar encumbrance on the WWMA Tract without the prior
written consent of Buyer.


 


20





















 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.


 


	
   

  	
  ESCANABA TIMBER LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Linda Sheffield

  	
   

  
	
   

  	
   

  	
  Name:  Linda
  Sheffield

  
	
   

  	
   

  	
  Title: 
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WICKLIFFE PAPER COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Linda Sheffield

  	
   

  
	
   

  	
   

  	
  Name:  Linda
  Sheffield

  
	
   

  	
   

  	
  Title: 
  Treasurer

  



 


21





















 


SCHEDULE 2.1  - PRODUCT SPECIFICATIONS


 


October 10, 2002


 


MEADWESTVACO
CORPORATION – WICKLIFFE MILL


SPECIFICATIONS
FOR ROUNDWOOD DELIVERIES


 


1.     All species except cedar and walnut are
acceptable.


 


2.     Wood that is forked, charred or burned, dead
or decayed, or that contains metal is not acceptable.


 


3.     The maximum diameter for wood is 28 inches at
the widest point on the stem.  The
minimum top diameter is 3 inches.


 


4.     Wood with crooks or forks must be cut or
trimmed so that each stem would fit in a 28 inch diameter cylinder.


 





 


5.     Trim pieces that have a sharp crook or that
are heavily weighted at one end.  These
cause major problems in the mill conveyor system.


 





 





















 


6.     Wood hauled on tandem trucks or double bunked
on tractor trailers must be a minimum of 12 feet to a maximum of approximately
25 feet in length.  (Short wood)


 


6a.   Triple bunk trailers shall be loaded so that
the crane grapple shall have access to the center of gravity of each stack of
wood on the trailer.  The front stack
will not have any wood which exceeds 14 feet in length.  The rear stack may have longer wood, but it should
not be indexed to either end.  This will
insure that the center of gravity will be between the standards of the rear
bunk.  Tree length wood must also be
loaded so that the grapple has access to the center of gravity.  


 





 


	
   

  	
  Center of Gravity not

  	
  Center of Gravity

  	
   

  
	
   

  	
  accessible to grapple.

  	
  accessible to grapple.

  	
   

  
	
   

  	
  LOAD NOT ACCEPTABLE

  	
  ACCEPTABLE LOAD

  	
   

  



 





 


	
  Center of Gravity

  	
   

  
	
  accessible to grapple.

  	
   

  
	
  ACCEPTABLE LOAD

  	
   

  



 


 





















 


 


	
   

  	
   

  
	
  Trucks and Trailers

  	
   

  



 


 


7.     There must be a minimum 8 inches of clearance
between the bottom of the load and the truck or trailer frame.


 





 


8.     There must be at least 7 feet between sets of
standards for crane grapple access.


 





 





















 


9.     Standards must be smooth and straight,
constructed of metal only, with no wooden extensions.  Metal extensions must be securely attached.


 


 


Loads of Wood


 


10.   Pine and hardwood cannot be mixed in the same
load.


 


11.   Loads of long, trailer length wood must not
contain pieces of wood shorter than approximately 20 feet.  Any piece
shorter than trailer length must be loaded so that the middle of the piece is over the middle of the
trailer.  The ends of the shorter pieces
must extend past the two center
standards of the trailer.  


 


12.   Short wood that is double bunked on trailers
must have at least 1 foot of distance between racks of wood.


 





 


13.   For short wood, no piece of wood should have
more than half its diameter above the height of the standards, and must be
fully held by the adjoining stems or the standards.


 





















 


 


 


14.   For trailer length wood, at least half the
diameter of each stem must be below the height of at least three standards on
the trailer.


 





 


15.   The sides of the load should be fully secured
by the standards and pieces of wood should not stick out from behind the
standards.


 


16.   On trailer length loads of longwood, most of
the stems should be butt indexed to the front.  Up to 12 stems may be
loaded with the butt toward the rear of the trailer to increase payloads.  Stems loaded with the butt end to the rear of
the trailer must be long enough
that they will not break or fall out when the truck is unloaded.  They should also not have swelled butts.


 





















 


Delivering Wood


 


17.   Trucks should follow the designated route for
delivering wood (See the attached diagram).


 


18.   No riders past the scalehouse.


 


19.   Speed limit is 15 miles per hour.


 


20.   Safety glasses with side shields are required
to be worn inside the truck scale gate.


 


21.   Drivers are required to wear hard hats inside
the truck scale gate when not in a vehicle.


 


22.   Load binders should only be removed in the
designated area.


 


23.   Pull up to the painted line near the spare
grapple and stop.  Proceed into the
unloading area when the crane operator flashes the green light under the infeed
deck.  Stop at the painted line along the
crane rail.


 


24.   Drivers must leave the truck before being
unloaded and stay in the designated safe area until the crane grapple is clear
of the truck unloading area.  Under no
circumstances should drivers walk between their truck and the infeed deck to
the drum.


 


25.   Drivers should watch as the crane unloads and
look for potential problems.  Use the
two-way radio to assist the crane operator and avoid damage to equipment.


 


26.   When the front-end loader is unloading
trucks, follow the operator’s directions to position the truck.  Stand away from the truck and the loader, and
where you can clearly view the load of wood and the loader operator.  As the loader approaches, positions its forks
and grabs the load, use hand signals to help the loader operator.  Signal the operator to stop if problems develop
that could damage equipment.


 


27.   In the event that there is damage from
unloading to a truck or trailer, make sure that the crane operator or loader
operator is aware of the damage.  Do not
leave the mill property until the pulpmill tour foreman inspects the damage.


 





















 





 





















 


SCHEDULE 4.1(a)


 


Wickliffe Forest Fiber Supply Agreement


 


Delivered Price


 


	
  Source

  	
   

  	
  Delivery

  Point

  	
   

  	
  Average
  Delivery

  Distance

  	
   

  	
  Price Per
  Ton

  	
   

  
	
  Plantation Hardwood

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IL, KY, Mississippi Co.,

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MO Lands

  	
   

  	
  Mill

  	
   

  	
  30

  	
   

  	
  $23.00

  	
   

  
	
  New Madrid &
  Pemiscot

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Co., MO, TN Lands

  	
   

  	
  Mill

  	
   

  	
  75

  	
   

  	
  $26.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Natural Hardwood

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KY Lands

  	
   

  	
  Mill

  	
   

  	
  75

  	
   

  	
  $26.00

  	
   

  
	
  KY Lands

  	
   

  	
  Eddyville Wdyd

  	
   

  	
  40

  	
   

  	
  $24.00

  	
   

  
	
  TN Lands

  	
   

  	
  Mill

  	
   

  	
  95

  	
   

  	
  $27.00

  	
   

  
	
  TN Lands

  	
   

  	
  Dover Wdyd

  	
   

  	
  30

  	
   

  	
  $23.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pine

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KY Lands-mechanized *

  	
   

  	
  Mill

  	
   

  	
  75

  	
   

  	
  $28.00

  	
   

  
	
  KY Lands-conventional *

  	
   

  	
  Mill

  	
   

  	
  75

  	
   

  	
  $26.00

  	
   

  
	
  KY Lands-mechanized *

  	
   

  	
  Eddyville Wdyd

  	
   

  	
  40

  	
   

  	
  $26.00

  	
   

  
	
  KY Lands-conventional *

  	
   

  	
  Eddyville Wdyd

  	
   

  	
  40

  	
   

  	
  $24.00

  	
   

  
	
  TN Lands

  	
   

  	
  Mill

  	
   

  	
  95

  	
   

  	
  $27.00

  	
   

  
	
  TN Lands

  	
   

  	
  Dover Wdyd

  	
   

  	
  30

  	
   

  	
  $23.00

  	
   

  
	
  TN Lands

  	
   

  	
  Eddyville Wdyd

  	
   

  	
  90

  	
   

  	
  $27.00

  	
   

  



 










*      Mechanized logging operations that qualify
for a higher logging rate are cut-to-length crews using feller-processors and
forwarders.  Conventional operations are
crews using manual or machine felling, skidders and knuckleboom loaders.


 





















 


SCHEDULE 4.1(b)


 


Wood Supply Calculation
Formula for Price Adjustments


 


For
Plantation Hardwood and Natural Hardwood, the prices will be adjusted by
reference to the TMS “Avg”
delivered price per ton for Hardwood Pulpwood from Tennessee Area 2.  For Pine Pulpwood, the prices will be
adjusted by the reference to the TMS “Avg”
delivered price per ton for Pine Pulpwood from Tennessee Area 2.  Prices will be calculated from the TMS prices
for the previous eight quarters according to the following formula:


 


For
the first quarter of 2006:


 


	
   

  	
  (1Q/05 + 2Q/05 + 3Q/05 +
  4Q/05)

  	
   

  
	
  Initial Price for 2005   X

  	
  1Q/04 + 2Q/04 + 3Q/04 +
  4Q/04)

  	
  =   Price for 1st
  quarter of 2006

  



 


For
the second quarter of 2006:


 


	
  Price from

  	
  (2Q/05 + 3Q/05 + 4Q/05 +
  1Q/06)

  	
   

  
	
  previous quarter  X

  (1st quarter of 2006)

  	
  (2Q/04 + 3Q/04 + 4Q/04 +
  1Q/05)

  	
  =   Price for 2nd quarter of
  2006

  



 


Timber
Mart South publications are typically available before the 15th day following
end of the applicable quarterly period. 
Price adjustment will be made and become effective on the later of the
16th calendar day following the end of said period or the first
Monday following said 16th calendar day.


 





















 


SCHEDULE 10.16


 


[FORM STUMPAGE AGREEMENT]


 





















 


SCHEDULE 10.16


 


 


STUMPAGE
AGREEMENT


 


 


Between


 


 


ESCANABA
TIMBER LLC


 


 


and


 


 


WICKLIFFE
PAPER COMPANY


 





















 


STUMPAGE AGREEMENT


 


This
Agreement is made as of                                     ,
20    , by and between          
        
         
        
             
        
          , a      
      
                
          
            (“Seller”)
and       
        
              
    , a     
              
      
         
                  
         
     
         
               
(“Buyer”).


 


Recitals


 


Seller
desires to sell and Buyer desires to purchase, on the terms and conditions
hereinafter set forth, certain quantities and types of wood fiber located on
certain timberlands owned by Seller.


 


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


 


Agreement


 


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


 


1.1           “Affiliate” shall mean with respect
to any Person, any Person controlling, controlled by, or under common Control
with, such Person.


 


1.2           “Annual Buyer Harvesting Notice”
shall mean a written notice from Buyer to Seller to be given not later than
October 1 of each Harvesting Year during the Term of this Agreement
(beginning with Harvesting Year 2005) specifying which of the Actual Designated
Tracts Buyer will harvest during the upcoming calendar year.


 


1





















 


1.3           “Annual Purchase Amount” shall mean
(a) for the Harvesting Year beginning May 2, 2005, a minimum of One
Hundred Thousand (100,000) tons of Qualifying Timber; (b) for each
Harvesting Year from January 1, 2006 through the Harvesting Year beginning
January 1, 2016, a minimum of One Hundred Forty Thousand (140,000) tons of
Qualifying Timber; and (c) to the extent Buyer exercises its option to
extend the Term pursuant to Section 9.2 below, for each Harvesting Year
from January 1, 2017 through the Harvesting Year beginning January 1,
2019, a minimum of Forty Thousand (40,000) tons of Qualifying Timber.


 


1.4           “Annual Seller Notice” shall mean the
annual notice provided by Seller to Buyer in accordance with the provisions of
Section 3.1.2.1 of this Agreement.


 


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


 


1.6           “Base Price Adjustment Date” shall
mean the second anniversary of the date of this Agreement, and each subsequent
second anniversary during the Term of this Agreement.


 


1.7           “Business Day” shall mean any day
other than a Saturday, Sunday, or other day on which banks are authorized to be
closed in Kentucky.


 


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


 


1.9           “Event of Default” shall have the
meaning set forth in Section 9.3 hereof.


 


1.10         “Fair Market Timber Value” shall mean
the then current fair market value of a Product as mutually determined by Buyer
and Seller.  If Buyer and Seller are
unable to reach


 


2





















 


mutual determination,
then the applicable Fair Market Timber Value shall be determined in accordance
with the Fair Market Timber Value Mechanism.


 


1.11         “Fair Market Timber Value Mechanism”
shall mean the following procedure used to determine the Fair Market Timber
Value of each type of Qualifying Timber hereunder.  Either Seller or Buyer may initiate
commencement of the Fair Market Timber Value Mechanism by notice to the other
(a “Mechanism Notice”).  Not later than
ten (10) days following receipt of a Mechanism Notice, Seller and Buyer
shall agree on the Valuation Consultant. 
Not later than thirty (30) days following selection of the Valuation
Consultant, each of Seller, Buyer and the Valuation Consultant shall submit to
the others not less than six (6) Qualifying Sales relating to the then
applicable Fair Market Timber Value determination.  The Fair Market Timber Value of the
Qualifying Timber at issue shall be (a) the sum of (i) the average
price per ton of all Qualifying Sales submitted by Seller, plus (ii) the
average price per ton of all Qualifying Sales submitted by Buyer, plus
(iii) the average price per ton of all Qualifying Sales submitted by the
Valuation Consultant, (b) divided by three.


 


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


 


3





















 


from the negligence or
willful misconduct of the party claiming that a Force Majeure Event has
occurred.


 


1.13         “Governmental Authority” shall mean any
federal, state, local or foreign government, political subdivision, agency,
board, court, regulatory body or commission, any arbitrator with authority to
bind a party at law, or any Person acting lawfully on behalf of any of the
foregoing.


 


1.14         “Hardwood Pulpwood” shall mean pulpwood
from hardwood species of timber.


 


1.15         “Harvesting Plan” shall mean a
description of the type of harvest (such as clear cuts or thins), together with
diameter limits and residual basal area, as applicable.


 


1.16         “Harvesting Year” shall mean the period
from May 2, 2005 through December 31, 2005 for calendar year 2005 and
January 1 through December 31 of each year thereafter during the Term
of this Agreement.


 


1.17         “Natural Hardwood” means Hardwood
Pulpwood from timber stands that are naturally regenerated.


 


1.18         “Market Region” shall mean all areas
which are located within one hundred forty (140) miles of the Mill.


 


1.19         “Mechanism Notice” shall have the
meaning set forth in Section 1.11 hereof.


 


1.20         “Mill” shall mean Buyer’s pulp and
paper mill located in Wickliffe, Kentucky.


 


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


 


1.22         “Pine Pulpwood” shall mean pulpwood
from pine species of timber.


 


1.23         “Plantation Hardwood” means Hardwood
Pulpwood from timber stands that are artificially regenerated.


 


4





















 


1.24         “Preliminary Designated Tract” shall
have the meaning set forth in Section 3.1.2.1 hereof.


 


1.25         “Product” shall mean the individual
types of Timber listed in Section 1.32 below.


 


1.26         “Product Price” shall mean the per ton
price for each Product as set forth on Schedule 1.26(a) attached
hereto (the “Base Price”) adjusted up or down on a quarterly basis beginning
January 1, 2006 by the percentage change in the published TMS average stumpage prices
for the applicable Product in the Zones, initially from the previous eight
quarterly reporting periods and then on a rolling average based on the eight
most recent quarterly reporting periods. 
An example of the quarterly price adjustment mechanism is set forth on
Schedule 1.26(b) to this Agreement. 
On each Base Price Adjustment Date during the Term of this Agreement,
the Base Price for the applicable Product shall be adjusted to equal the Fair
Market Timber Value for such Product on the applicable Base Price Adjustment
Date.  On each such Base Price Adjustment
Date a new rolling average shall commence and shall continue until the next
Base Price Adjustment Date.


 


1.27         “Pulpwood” shall mean Hardwood Pulpwood
and Pine Pulpwood.


 


1.28         “Qualifying Sales” shall mean per unit
(as opposed to lump sum) sales of the type of Qualifying Timber at issue made
during the six months immediately prior to the six month period in which the
applicable Base Price Adjustment Date occurs, provided such sales (i) are
made within the Market Region, and (ii) involve not less than 2,000 tons
of the type of Qualifying Timber at issue as to each such sale.


 


1.29         “Qualifying Timber” shall mean Timber
which meets or exceeds the specifications set forth in Schedule 1.29 to
this Agreement.


 


5





















 


1.30         “SMZ’s” shall mean Streamside Management Zones,
designated as such by Seller, and any similar environmentally protected zones
so designated during the Term of this Agreement.


 


1.31         “Sustainable Forest Practice Standards”
shall mean practices substantially in compliance with standards substantially
similar to the Sustainable Forestry Initiative of the American Forest and Paper
Association (the “AF&PA”) and as that standard may be modified by AF&PA
from time to time.


 


1.32         “Timber” shall mean the following types
of timber now or hereafter located on the Timberlands:  [LIST ALL
SPECIES WHICH ARE LOCATED ON THE TIMBERLANDS.]


 


1.33         “Timberlands” shall mean all timberland
properties now or hereafter owned by Seller and located in the States of
Illinois, Missouri, Tennessee, Arkansas and in Ballard, Carlisle, Crittendon,
Fulton, Hickman, Livingston, Lyon and Trigg Counties, Kentucky.


 


1.34         “TMS” shall mean the publication known
as Timber Mart-South, or in the event TMS is no longer published, a comparable
publication mutually acceptable to Seller and Buyer.


 


1.35         “Valuation Consultant” shall mean
either Sizemore & Sizemore of Tallassee, Alabama or Larson &
McGowin of Mobile, Alabama, or if such firms are no longer in existence,
another reputable, professionally qualified Person meeting all of the following
criteria.  Such person (i) is not an
Affiliate of either Seller or Buyer, (ii) during the past two (2) years
has not transacted substantial business with either Seller or Buyer, and
(iii) does not have less than five (5) years experience relating to
sales of Timber within the Market Region. 
If Seller and Buyer


 


6





















 


1.36         are unable to agree within thirty (30)
days, then an arbitrator selected pursuant to Subsection 10(b) below
shall select such reputable, professionally qualified Person meeting the
foregoing criteria.  Seller and Buyer
shall provide to the Valuation Consultant such information as the Valuation
Consultant shall reasonably request to facilitate the determinations to be made
by the Valuation Consultant hereunder.


 


1.37         “Zones” shall mean the Zone designated
in TMS as Tennessee Area 2.


 


2.             Agreement
to Sell and Purchase.


 


2.1           Quantities to be Sold and Purchased.  Subject to the terms and conditions of this
Agreement, Seller agrees to sell and Buyer agrees to purchase for each
Harvesting Year during the Term of this Agreement all Qualifying Timber
harvested from the Actual Designated Tracts (as hereinafter defined).


 


2.2           Required Product Mix.  With respect to the Timber to be purchased by
Buyer hereunder, Seller shall make available to Buyer the following product mix
for each Harvesting Year during the Term of this Agreement:


 


2.2.1        2005.  For the Harvesting Year beginning May 2,
2005, the mix of Timber Seller shall make available to Buyer shall be as
follows:


 


	
  (a)

  	
  Plantation Hardwood:

  	
   

  	
  not less than 33,000 tons

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  Pine Pulpwood:

  	
   

  	
  not less than 20,000 tons

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
  Natural Hardwood:

  	
   

  	
  not less than 47,000 tons

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
  All Other Products:

  	
   

  	
  no minimum requirement

  



 


2.2.2        2006
– 2016.  For the Harvesting Years
beginning January 1, 2006 and ending December 31, 2016, the mix of
Timber Seller shall make available to Buyer shall be as follows:


 


7





















 


	
  (a)

  	
  Plantation Hardwood:

  	
   

  	
  not less than 50,000 tons

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  Pine Pulpwood:

  	
   

  	
  not less than 40,000 tons

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
  Natural Hardwood:

  	
   

  	
  not less than 50,000 tons

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
  All Other Products:

  	
   

  	
  no minimum requirement

  



 


2.2.3        2017
– 2019 - To the extent Buyer exercises its option to extend the Term
pursuant to Section 9.2 below, for Harvesting Years beginning
January 1, 2017 and ending December 31, 2019, the mix of Timber
Seller shall make available to Buyer shall be as follows:  


 


	
  (a)

  	
  Pine Pulpwood:

  	
   

  	
  not less than 40,000 tons

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  All Other Products:

  	
   

  	
  no minimum requirement

  



 


3.             Designation of Tracts and
Determination of Volumes.


 


3.1           Designation
of Tracts to Be Harvested.  During
the Term of this Agreement, Seller shall designate the portions of the
Timberlands which Seller shall make available to Buyer for harvesting during
each of the next two Harvesting Years.  A
sufficient number of tracts shall be made available so as to satisfy the
obligations of Seller herein to sell to Buyer and Buyer to purchase from Seller
the applicable Annual Purchase Amount. 
Seller shall follow the procedure for designating such tracts
hereinafter set forth in this Section 3.


 


3.1.1        Initial
Designation of Tracts to be Harvested. 
Schedule 3.1.1 attached hereto and made a part hereof sets
forth the portions of the Timberlands which Seller shall make available to
Buyer for the Harvesting Year commencing May 2, 2005 and the Harvesting
Year commencing January 1, 2006.


 


3.1.2        Subsequent
Designation of Tracts to be Harvested. 
For the Harvesting Year commencing January 1, 2007, and for all
subsequent Harvesting Years during the Term of


 


8





















 


this Agreement, the portions of the Timberlands which
Seller shall make available for harvesting shall be determined in accordance
with the following procedure.


 


3.1.2.1     Designation
of Potential Harvesting Areas.  On or
before the November 1 prior to the applicable Harvesting Year (e.g.
November 1, 2006 for the Harvesting Year commencing January 1, 2007),
Seller shall designate in a notice to Buyer those portions of the Timberlands
which it proposes to make available to Buyer for harvesting during the
subsequent two Harvesting Years (the “Preliminary Designated Tracts”).  To the extent practicable and not
inconsistent with the silvicultural and long-term management objectives of
Seller, the land which Seller designates as the Preliminary Designated Tracts
shall be distributed relatively uniformly over the four geographical quadrants
(north, south, east and west) of the Timberlands.


 


3.1.2.2     Selection
of Actual Harvesting Areas.  During
the thirty (30) day period following receipt by Buyer of the applicable Annual
Seller Notice, Seller and Buyer shall meet to discuss any proposed modification
to the Preliminary Designated Tracts which may be reasonably requested by
Buyer.  At the end of said thirty (30)
day period, Seller shall notify Buyer of the actual tracts which Buyer will
harvest to satisfy the volume requirements of this Agreement for the applicable
Harvesting Year, taking into account said proposed modifications reasonably
requested by Buyer, to the extent practicable (the “Actual Designated Tracts”),
and Seller shall simultaneously therewith deliver to Buyer a Harvesting Plan
for each of the Actual Designated Tracts.


 


3.2           Boundary and Timber Markings.  Within fifteen (15) Business Days prior to
the scheduled commencement of harvesting activities on the applicable Actual
Designated Tract, Seller and Buyer will proceed with the designation of
boundary lines consistent with past practices of MeadWestvaco Corporation, but
Seller reserves the right to designate on the ground


 


9





















 


(using
bright timber-marking paint) the boundary lines of all such Actual Designated
Tracts.  The boundary lines shall clearly
delineate the boundaries of the Actual Designated Tracts from the boundaries of
adjacent land not owned or leased by Seller, and from the boundaries of other
Timberlands not constituting Actual Designated Tracts for such Harvesting
Year.  Seller shall also designate on the
ground (using bright timber-marking paint) all SMZ’s within the Actual
Designated Tracts and any Timber to be removed from such designated SMZ’s.


 


4.             Harvesting
Procedures. 


 


4.1           Harvesting Schedule.  Following determination of the Actual
Designated Tracts, Buyer shall provide a harvesting schedule to Seller
setting forth approximate start and completion dates relating to harvesting
Timber within each of the Actual Designated Tracts.  Buyer shall modify said harvesting
schedule based upon any reasonable objections raised by Seller with
respect to any of said harvesting dates, said reasonable objections may be for
reasons which include, but are not limited to, (a) a violation of
Sustainable Forestry Certification Requirements, (b) potential logging
damage to the site, such as rutting, or (c) failure to comply with
Sustainable Forestry Initiative regeneration requirements applicable to
harvesting on adjacent lands. 
Notwithstanding the foregoing, Buyer shall harvest the Actual Designated
Tracts on the basis of the Annual Buyer Harvesting Notices provided by Buyer to
Seller each calendar year during the Term of this Agreement, subject to a Force
Majeure Event, and subject to the provisions of Section 4.3 below.


 


4.2           Timber Roads.  Seller shall construct, or cause to be
constructed, at Seller’s sole cost and expense, haul roads (including
temporary, winter haul roads when appropriate) to the Actual Designated Tracts
necessary to provide Buyer in a timely manner with proper access to such Actual
Designated Tracts for its harvesting operations.  Construction of such roads shall be


 


10





















 


accomplished
in a good and workmanlike manner in compliance with all Applicable Laws so that
Buyer is provided with effective and functional access to all Actual Designated
Tracts for its logging practices. 
Following the construction of said roads, Buyer shall at its sole cost
and expense maintain and repair said roads for so long as it is harvesting on
the relevant Actual Designated Tracts. 
Upon completion of harvesting on the relevant Actual Designated Tracts,
Buyer shall leave such roads in a condition equal to or better than their
condition prior to the start of the operation. 
All such road maintenance and repair shall be performed in a manner so
as not to violate any Applicable Laws, or with respect to SMZ’s, so as to
comply with best management practices sanctioned by the State of Michigan.


 


4.3           Timber Harvesting.  Buyer shall harvest (i.e. cut and remove) in
each Harvesting Year, all merchantable Timber as identified in the Harvesting
Plan for the Actual Designated Tracts for such Harvesting Year, subject to a
Force Majeure Event.  Such harvesting
operations shall be conducted in accordance with all Applicable Laws, in a
manner consistent with established industry logging practices, and in
compliance with any reasonable additional guidelines which may be established
from time to time by Seller.  Buyer shall
repair all fences or structures damaged by its harvesting operations and shall
leave all roads, fire breaks, property lines, lakes, streams, and drainage
ditches clear of logs, timber, limbs or other debris.  All oil drums, cans, bottles, cartons,
delimbing bars, loading decks, abandoned equipment and other debris resulting
from Buyer’s operations shall be removed from the applicable portions of the
Timberlands upon completion of the harvesting operations at Buyer’s expense.  If repairs are not made or if the debris is
not removed and cleared within thirty (30) days after notice from Seller to
Buyer, then Seller may undertake such repair or removal for Buyer’s account,
and Buyer shall be liable to Seller for any expense incurred in repairing or
removing same.  Buyer shall not, under
any circumstance, bury any material underground nor discharge, release or
otherwise


 


11





















 


cause
the Timberlands or any portion thereof to be affected by hazardous wastes or
hazardous substances.  Buyer shall use
normal and customary care while conducting its harvesting operations so as not
to materially damage the Timberlands. 
Buyer acknowledges that a higher degree of care is required when the
site is abnormally wet and that such circumstances may require Buyer to halt
all harvesting activities.  Seller
reserves the right to suspend Buyer’s harvesting operations when Seller deems
site damage will result from continued operations; provided, however, that in
the event of such suspension, Buyer shall be entitled to an extension of the
time allotted for its harvesting operations equal to the number of days that
the suspension continues.  Seller also
reserves the right to suspend Buyer’s harvesting operations on an Actual
Designated Tract when Seller determines, in the exercise of its reasonable
discretion, that Buyer is not conducting harvesting operations on the Actual
Designated Tract in accordance with the relevant Harvesting Plan.  In the event Buyer conducts harvesting
operations in violation of the relevant Harvesting Plan or outside the scope of
the relevant Harvesting Plan, then Seller shall be entitled to pursue all
remedies available at law for timber trespass.


 


5.             Prices
and Payment.  


 


5.1           Prices.  Buyer shall pay Seller for all Timber
purchased by Buyer in an amount equal to the then current applicable Product
Price.


 


5.2           Payment.  Promptly after harvest all Qualifying Timber
shall be weighed (or, with respect to sawtimber, scaled in board feet Scribner)
at the Mill.  Buyer shall provide Seller
on a weekly basis (with photocopies of scale tickets if requested by Seller)
and a settlement statement, and shall pay Seller each week for all Timber
weighed-in or scaled during the previous week. 
The equipment used for the weighing of Timber shall be maintained by
Buyer in good and accurate working order in accordance with all applicable laws
and regulations and prudent


 


12





















 


practice.  Seller shall have the right to check and
audit said equipment at any time upon reasonable notice to Buyer.  Personnel scaling sawtimber in board feet
shall be qualified according to regional standards.  Seller shall have the right to check and
audit sawtimber board feet scaling practices at any time upon reasonable notice
to the Buyer.  Payments made after twenty
(20) days from the date of delivery shall be considered past due (“Past
Due”).  For payments that are Past Due,
Buyer shall pay interest at a rate per annum equal to the daily prime rate as
reported in the Wall Street Journal plus four percent (4%) for each day that
the payments are Past Due.  Such interest
shall be calculated daily on the basis of a year of 365 days and the actual
number of days for which interest is due. 
If at any time during the Term there are any payments outstanding to
Seller that are Past Due, then, in addition to any other remedies it may have
hereunder, Seller may suspend harvesting by Buyer (or deliveries by Seller to
the Mill, if applicable) until such time as all Past Due payments have been
paid in full.  [Buyer previously has paid
to Seller a deposit in the amount of $736,000.00 (the “Deposit”).  Seller may, in its sole discretion, apply all
or any part of the Deposit against any payments of Buyer that are Past
Due.  Provided that Buyer is current in
its payment obligations hereunder, the Deposit (less any amounts applied in
accordance with the preceding sentence) shall be deemed applied to reduce each
payment due Seller hereunder by an amount equal to 8.33% of each invoice, until
the unapplied portion of the Deposit is reduced to zero.  Any portion of the Deposit that is not so
applied on the second anniversary of the date of this Agreement shall be fully
applied against subsequent payments due Seller hereunder.]


 


6.             Indemnity.


 


6.1           Indemnification by Seller.  Seller shall defend, indemnify and hold Buyer
harmless from and against any and all claims, liabilities, costs or damages
(including without


 


13





















 


limitation
reasonable attorneys fees and court costs through all appeals) arising out of
personal injury, death or property damage arising from (i) Seller’s
ownership, operation and/or maintenance of the Timberlands, and (ii) the
performance or non-performance by Seller of its obligations hereunder.


 


6.2           Indemnification by Buyer.  Buyer shall defend, indemnify and hold Seller
harmless from and against any and all claims, liabilities, costs or damages
(including without limitation reasonable attorneys fees and court costs through
all appeals) arising out of personal injury, death or property damage arising
from (i) Buyer’s harvesting operations on the Timberlands, and
(ii) the performance or non-performance by Buyer of its obligations
hereunder.


 


(a)           Survival.  The provisions of this Section 6
shall survive the expiration or earlier termination of this Agreement.


 


7.             Force
Majeure.


 


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


 


7.2           Mitigation and Notice.  The occurrence of a Force Majeure Event shall
not relieve a party of its obligations and liability hereunder to the extent
such party fails to use commercially reasonable efforts to remove the cause and
remedy or mitigate the effects of the Force Majeure Event if, with commercially
reasonable efforts, such party could have removed such cause or remedied or
mitigated such effects.  In addition, no
Force Majeure Event shall relieve a party of its obligations or liability
hereunder unless such party shall give notice (including a reasonable


 


14





















 


description
of such Force Majeure Event) to the other party as soon as reasonably possible
and in any event within twenty (20) days of the occurrence of such Force
Majeure Event. Upon request, the party whose obligations were suspended shall
provide the other party with a plan for remedying the effects of such Force
Majeure Event.


 


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


 


7.4           Force Majeure Event Affecting
Actual Designated Tracts.  If either
party becomes aware of a Force Majeure Event that makes a portion of any Actual
Designated Tract unavailable for harvesting by Buyer in accordance with the
schedule contemplated by the parties, then it shall promptly notify the
other party and Seller shall promptly designate and make available for
harvesting such other portions of the Timberlands as shall be necessary to
satisfy its obligations under this Agreement. 
If the Seller is unable to designate sufficient portions of the
Timberlands to satisfy its obligations under this Agreement, then the
provisions of Section 7.5 shall apply to the unsatisfied obligations
occasioned by such Force Majeure Event.


 


7.5           Volume Reduction Based on Force
Majeure Event.  If the party that
becomes subject to a Force Majeure Event (the “Affected Party”) reduces the
volume of Timber to be purchased or sold due to a Force Majeure Event (the
amount of such reduction, the “Reduction Amount”), the Affected Party shall
give written notice to the other party (the “Non-Affected Party”) of such
reduction and the effective date thereof. 
If such reduction continues in effect for a period of sixty (60) days or
more, the Non-Affected Party shall then have the right, in the case of Seller,
to sell all or part of the Reduction Amount of such Timber not purchased by
Buyer to


 


15





















 


another
buyer or buyers, and in the case of Buyer, to purchase all or part of the
Reduction Amount of Timber not sold by Seller from another seller or sellers,
subject to the following:


 


(i)            The Non-Affected Party shall not enter into any contract
for any such sale or purchase for a term longer than one (1) year’s
duration.


 


(ii)           The Non-Affected Party shall give the Affected Party
written notice of each such contract, including the volume sold or purchased
thereunder and the term thereof.


 


(iii)          The annual volume commitment of the Non-Affected Party for
Timber as specified herein shall be reduced by such volume sold or purchased
under such contract for the duration thereof.


 


8.             [Intentionally
Left Blank]


 


9.             Term
and Termination.


 


9.1           Term.  This Agreement shall expire on
December 31, 2016, unless this Agreement is sooner terminated for cause
pursuant to Section 9.3 hereof, or unless this Agreement is extended as
provided in Section 9.2 (the “Term”).


 


9.2           Extension of Term.  Provided that Buyer shall not then be in default
under this Agreement, the Term of this Agreement may be extended at the option
of Buyer for one (1) additional three (3) year term, which extension
term shall commence concurrently with the expiration of the initial term, upon
the same terms and conditions as contained in this Agreement.  In the event that Buyer desires to extend
this Agreement pursuant to the above extension option, it shall give written
notice of such desire to extend the Term to Seller no later than
January 1, 2016.


 


16





















 


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


 


(a)           Breach
of any other term of this Agreement, which breach is not cured within twenty
(20) days after receipt of written notice thereof; or


 


(b)           Insolvency
or the filing by or against Seller or Buyer of a petition in bankruptcy (which,
in the event of an involuntary bankruptcy, is not dismissed within sixty (60)
days from the date of its commencement), or appointment by a court of a
temporary or permanent receiver, trustee or custodian.


 


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


 


10.           Dispute
Resolution.  Disputes under this
Agreement shall be resolved as follows, it being understood that each party
shall work in good faith at each step of the process to try to resolve the
dispute as expeditiously and fairly as possible:


 


(a)           The
appropriate responsible persons from Seller and Buyer shall meet and seek
amicably to resolve all differences.


 


(b)           If
any material difference remains unresolved ten (10) Business Days after
the start of the process referenced in Subsection 10(a), or such longer
period as the persons referenced in Subsection 10(a) shall have
agreed, then the parties shall submit such matter to arbitration, pursuant to
the Rules of Commercial Arbitration of the American Arbitration
Association.  Any such arbitration shall
be conducted by a single arbitrator, whose decision shall


 


17





















 


be
final.  The parties shall first attempt
to agree on the selection of the arbitrator, and, if they cannot agree within
fourteen (14) days after it becomes necessary to submit the dispute to
arbitration, either party may request the American Arbitration Association to
appoint the arbitrator.  In all cases,
the arbitrator shall be a person knowledgeable about sales of timber in the
Market Region.  The arbitrator shall be
instructed to schedule all proceedings so that, if possible, a decision may
be reached and communicated to the parties within forty-five (45) days after
the appointment of the arbitrator.  All
expenses of the arbitration shall be divided equally between the parties,
except that each party shall bear the expense of its own counsel and the
expense of the preparation of its presentation. 
Seller and Buyer shall provide to the arbitrator such information as the
arbitrator shall reasonably request to facilitate the determinations to be made
by the arbitrator hereunder.


 


(c)           Notwithstanding
the existence of a dispute or the progress of the arbitration proceeding, but
subject to the terms of Section 5.2 above, the parties shall continue to
perform their respective obligations under this Agreement during such period.  To the extent that this Agreement provides
for specific performance or other equitable remedies for a particular
violation, and with respect to the ability of Seller to suspend Buyer’s
harvesting operations pursuant to Section 4.3 and the ability of Seller to
suspend Buyer’s harvesting operations (or deliveries by Seller to the Mill, if
applicable) pursuant to Section 5.2, this Section 10 shall not apply,
it being the intent that the aggrieved party be able to bring the matter to
court to seek enforcement as soon as possible. 
Further, this Section 10 shall not preclude any party from seeking
injunctive relief or such other interim equitable remedies as may be required
to preserve any claims hereunder.


 


18





















 


11.           Assignment.  


 


11.1         Assignment by Seller.


 


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


 


(b)           Notwithstanding
any other provision of this Agreement to the contrary, Buyer and Seller
acknowledge and agree that Seller shall not be prohibited from selling all or
any portion of the Timberlands, provided that any such sale of the Timberlands
shall be made subject to the terms of this Agreement and the obligation to
supply the applicable portion of Timber volumes required hereunder.  Upon any sale of a portion of the
Timberlands, the purchaser of said portion of the Timberlands (“New Owner”)
shall assume the obligation to supply a portion of the Timber volumes to be
supplied hereunder, said portion of the Timber volumes (“Assumed Volume”) to be
agreed to by Seller and said New Owner, subject to Buyer’s consent to such
volume allocation, which consent shall not be unreasonably withheld or
delayed.  Upon such assumption by said
New Owner, Seller’s obligations to supply Timber hereunder shall be reduced by
the volumes assumed by said New Owner, and Seller shall thereafter have no
obligation or liability with respect to said assumed volumes or with respect to
the portion of the Timberlands so conveyed. 
At the request of Seller, upon any such sale to a New Owner Buyer shall
execute an amendment to this Agreement acknowledging the foregoing.  Furthermore, upon request of Seller or Buyer,
upon such sale to a New Owner, Buyer and such New Owner shall


 


19





















 


enter
into a separate Stumpage Agreement on the same terms and conditions as
contained in this Agreement (or such other terms as Buyer and such New Owner
shall mutually agree) except for the portion of the Timberlands covered thereby
and the volume of Timber to be supplied thereunder.  In the event Buyer objects to any proposed
Assumed Volume, Buyer shall provide written notice of the same to Seller within
fifteen (15) days of notice to Buyer of said proposed Assumed Volume
(“Objection Notice”), said Objection Notice to include a detailed explanation
of the basis for said objection.  Failure
by Buyer to timely provide said Objection Notice shall be deemed to constitute
the consent of Buyer to said proposed Assumed Volume.  In the event Buyer timely provides an
Objection Notice, Seller shall have the option of (i) revising said
proposed Assumed Volume, in which case Buyer shall have the further right to
object by providing a new Objection Notice as provided above or
(ii) retaining the Valuation Consultant to determine whether the proposed
Assumed Volume is reasonable.  In the
event the Valuation Consultant is so retained and determines that said proposed
Assumed Volume is reasonable, Buyer shall be deemed to have consented to said
Assumed Volume and shall pay all costs and expenses of said Valuation
Consultant.  Otherwise, said costs and
expenses shall be paid by Seller. 
Notwithstanding the foregoing, Seller may convey during the Term hereof
up to 15,000 acres of the Timberlands free and clear of the obligations of this
Agreement (the “Exempt Acres”), provided that Seller is able to supply the
volume of Timber required to be supplied hereunder from the remaining portion
of the Timberlands.  Buyer agrees to
execute any and all documentation requested by Seller in order to evidence the
release of the Exempt Acres from this Agreement.


 


11.2         Assignment by Buyer.  Except as provided in this Section 11.2,
this Agreement may not be assigned by Buyer in whole or in part.  Notwithstanding the foregoing, at any time
during the Term, Buyer may assign this Agreement (a) to any lender or
lenders as security for


 


20





















 


obligations
to such lender or lenders in respect of financing arrangements of Buyer or any
affiliate thereof with such lender or lenders, or (b) upon prior written
notice to Seller, to any Person that is and at all times remains an affiliate
of Buyer or that merges or consolidates with or into Buyer or that acquires all
or substantially all of the assets or stock of Buyer.


 


12.           Publicity.  This Agreement is confidential and no party
shall issue press releases or engage in other types of publicity of any nature
dealing with the commercial and legal details of this Agreement without the
other party’s prior written approval. 
However, approval of such disclosure shall be deemed to be given to the
extent such disclosure is required to comply with Applicable Laws, governmental
rules, regulations or other governmental requirements, or in connection with
any financing arrangements of such party. 
In such event, the publishing party shall, to the extent reasonably
practicable, furnish, in advance, a copy of such proposed disclosure, to the
other party.


 


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


 


14.           Notices.  All notices, requests, demands and other
communications provided for hereunder shall be in writing and personally
delivered or sent by regular U.S. certified mail, telecopy or Federal Express
(or similar type of overnight delivery) to the applicable party at the address
indicated below:


 


21





















 


	
  If to Buyer, to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attn.:

  	
   

  	
   

  
	
   

  	
  Telecopier No.

  	
   

  	
   

  
	
   

  	
  Telephone No.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attn.:

  	
   

  	
   

  
	
   

  	
  Telecopier No.

  	
   

  	
   

  
	
   

  	
  Telephone No.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If to Seller:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attn.:

  	
   

  	
   

  
	
   

  	
  Telecopier No.

  	
   

  	
   

  
	
   

  	
  Telephone No.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  With copies to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attn.:

  	
   

  	
   

  
	
   

  	
  Telecopier No.

  	
   

  	
   

  
	
   

  	
  Telephone No.

  	
   

  	
   

  
					



 


22





















 


	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attn.:

  	
   

  	
   

  
	
   

  	
  Telecopier No.

  	
   

  	
   

  
	
   

  	
  Telephone No.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attn.:

  	
   

  	
   

  
	
   

  	
  Telecopier No.

  	
   

  	
   

  
	
   

  	
  Telephone No.

  	
   

  	
   

  
					



 


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


 


15.           Partial
Illegality.  If any provision, or
part of a provision, of this Agreement is held to be invalid or unenforceable
under any Applicable Law, then the parties shall use all commercially
reasonable efforts to replace the invalid or unenforceable provision by a
provision that, to the extent permitted by Applicable Law, achieves the
purposes intended under the original provision and to allow the parties to have
the intended benefit of their bargain. 
If it cannot be so reformed, it shall be omitted.  The balance of this Agreement shall remain
valid and unchanged and in full force and effect.


 


23





















 


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


 


17.           Amendments
and Waivers.  This Agreement may not
be terminated, amended, supplemented, waived or modified orally, but only by a
document in writing signed by the party against which the enforcement of such
termination, amendment, supplement, waiver or modification is sought.


 


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


 


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


 


24





















 


the signer of such certificate no default
exists under this Agreement or specifying each such default to which the signer
has knowledge.


 


20.           Prevailing
Party.  If either party brings any
proceeding for the judicial or other interpretation, enforcement, termination,
cancellation or rescission of this Agreement, or for damages for the breach
thereof, the prevailing party in any such proceeding or appeal thereon shall be
entitled to its reasonable attorneys’ fees and court and other reasonable costs
incurred, to be paid by the losing party as fixed by the court in the same or a
separate proceeding, and whether or not such proceeding is pursued to decision
or judgment.  The terms and provisions of
this Section 20 shall survive the expiration or earlier termination of
this Agreement.


 


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


 


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


 


23.           Memorandum
of Contract.  At the request of any
party hereto, a Memorandum of this Agreement shall be recorded in the recording
offices of each and every County in which the Timberlands are located.


 


25





















 


24.           Insurance.  In the event that Buyer retains any third
party contractor to conduct harvesting operations on the Timberlands, said
third party contractor shall, before conducting any operations, obtain and
maintain the following types of insurance, in addition to any other insurance
required by law:  (a) Worker’s
Compensation and, to the extent the same is reasonably commercially obtainable,
Employer’s Liability Insurance, fully covering all operations;
(b) Comprehensive Vehicle Liability Insurance, including owned, hired and
non-owned vehicles, with limits of not less than $1,000,000 single occurrence
and $1,000,000 cumulative bodily injury liability; and (c) Comprehensive
General Liability Insurance, including all contractual liability hereunder,
with limits of not less than $1,000,000 single occurrence and $1,000,000
cumulative bodily injury liability. 
Prior to the beginning of any harvesting operations hereunder, evidence
of all such insurance shall be furnished to Seller, and such insurance shall
provide for at least thirty (30) days notice to Seller of cancellation of such
insurance policies.  All such insurance
policies shall name Seller as an additional insured.


 


25.           Sustainable
Forestry Initiative.  Seller shall
continue to manage the Timberlands in accordance with the Sustainable Forestry
Initiative during the Term of this Agreement. 
From time to time it may be necessary to agree upon a recognized
successor or alternative standard to the Sustainable Forestry Initiative, which
shall be negotiated in good faith to reflect changes or developments in the
evolution of widely accepted industry standards.  In the future, Seller agrees to provide from
time to time at Buyer’s request third-party verification of its compliance with
such a standard on the portion of the Actual Designated Tracts from which
Timber is then being harvested.


 


26





















 


26.           Wickliffe
Wildlife Management Area.


 


26.1         Notice of Proposed Sale.  The portion of the Timberlands identified on
Schedule 26 attached hereto is commonly referred to as the Wickliffe
Wildlife Management Area (the “WWMA Tract”). 
If Seller desires to sell, transfer or convey, either directly or indirectly,
by operation of law or otherwise, any interest to all or any portion of the
WWMA Tract (the “Timberlands Interest”), Buyer shall have a right of first
offer to acquire all, but not less than all, of such Timberlands Interest, and
Seller shall not transfer such Timberlands Interest without first complying
with the provisions of this Section 26. 
Seller shall give written notification to Buyer, by certified mail or
personal delivery, of Seller’s desire to sell the Timberlands Interest at issue
(the “RFO Notice”).  In order to be
effective, the RFO Notice must contain the following information: (i) a
detailed description of the Timberlands Interest to be sold, (ii) the cash
price of the Timberlands Interest to be sold and (iii) the Assumed Volume
proposed to be allocated to said Timberlands Interest (the “Offer Terms”).  For purposes of this Section 26, the
sale, transfer or conveyance of a controlling interest in Seller (or the sale,
transfer or conveyance of an interest in Seller which when aggregated with
previous sales, transfers or conveyances would constitute a controlling
interest in Seller, a “Change of Control”) shall constitute a sale of a
Timberlands Interest subject to Buyer’s right of first offer hereunder;
provided, however, that Buyer’s failure to exercise its right of first offer in
connection with a Change of Control shall not result in a termination of said
right of first offer.


 


26.2         Response to Notice.  Buyer shall have the right to purchase all
(but not less than all) of the Timberlands Interest proposed to be sold by
Seller upon the same terms and conditions as stated in the aforesaid RFO Notice
by giving written notification to Seller, by certified mail or personal
delivery, of its intention to do so within thirty (30) days after receiving the
RFO Notice (the “RFO Response”).


 


27





















 


26.3         Waiver of Right.  Except as hereinafter provided, the failure
of Buyer to timely provide the RFO Response shall result in the termination of
its right to purchase the Timberlands Interest covered by such RFO Notice.  In such event, Seller shall be entitled to
sell the Timberlands Interest to a third party purchaser consistent with the
Offer Terms, or for a cash price which is more favorable to Seller than as set
forth in the Offer Terms.  In the event
Seller does not close the proposed transaction consistent with the Offer Terms,
or for a cash price which is more favorable to Seller than as set forth in the
Offer Terms, within six (6) months, or if Seller desires to consummate a
sale of the applicable Timberlands Interest for a cash price which is less
favorable to Seller than as set forth in the Offer Terms, then Buyer’s right of
first offer shall be reinstated as to such Timberlands Interest in accordance with
the terms and procedures set forth above. 
No sale of a Timberlands Interest shall be valid unless Seller has
complied with the provisions of this Section 26 prior to consummation of
such sale.  In the event Buyer fails to
timely provide the RFO Response, Buyer shall promptly execute any and all
documentation requested by Seller in order to evidence the waiver of Buyer’s
right of first offer with respect to said Timberlands Interest.


 


26.4         Closing.  In the event Buyer gives written notice to
Seller in compliance with Section 26.2 above of its desire to exercise its
right to purchase all of the Timberlands Interest which Seller desires to sell,
Seller shall designate the time, date and place of closing, provided that the
date of closing shall be no earlier than ninety (90) days, and no later than
one hundred eighty (180) days, after receipt by Seller of the RFO
Response.  In such event, the purchase
and sale of the Timberlands Interest shall be effected pursuant to the Offer
Terms and otherwise in accordance with the terms of Seller’s proposed real
estate sales contract (which contract shall be subject to Buyer’s reasonable
review and approval).


 


28





















 


26.5         Applicability of Right of First
Offer.  The right of first offer set
forth herein shall not apply to: 
(a) any condemnation of any portion of the WWMA Tract, or any sale
in lieu thereof; or (b) any easement, cutting contract, or hunting license
on any portion of the WWMA Tract.


 


26.6         Title to WWMA Tract.  Buyer’s rights set forth in this
Section 26 are subject and subordinate to all matters of record on the
date hereof, including but not limited to the rights of others to purchase the
WWMA Tract pursuant to a pre-existing option or right of first refusal, if any.  During the term of this Agreement, Seller
shall not grant any mortgage, deed of trust or similar encumbrance on the WWMA
Tract without the prior written consent of Buyer.


 


Executed under seal as of the date first set forth
above.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 


29





















 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
								



 


30





















 


List of Schedules


 


 


	
  Schedule 1.26(a)

  	
   

  	
  Base Price Per Product

  	
   

  
	
  Schedule 1.26(b)

  	
   

  	
  Wood Supply Calculation Formula for Price Indexing

  	
   

  
	
  Schedule 1.29

  	
   

  	
  General Product Specifications

  	
   

  
	
  Schedule 3.1.1

  	
   

  	
  Description of Tracts to be Harvested For Harvesting Year Commencing
  May 2, 2005 and Harvesting Year Commencing July 1, 2006

  	
   

  
	
  Schedule 26

  	
   

  	
  Description of Wickliffe Wildlife Management Area

  	
   

  



 





















 


Schedule 1.26(a)


 


Base Price Per Product


 


 




	
  Product

  	
   

  	
   

  	
  Base Price Per Ton

  	
   

  
	
  Plantation Hardwood:

  	
   

  	
  $

  	
  5.00*

  	
   

  
	
   

  	
  :

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
  :

  	
   

  	
  $

  	
   

  	
   

  






 


 


*not
subject to price adjustment


 





















 


Schedule 1.26(b)


 


Wood Supply Calculation
Formula for Price Indexing


 


 


For
January 1, 2006 Adjustment:


 


	
   

  	
  (1/05 + 4/05 + 7/05 + 10/05)

  	
   

  
	
  Base Price X

  	
  (1/04 + 4/04 + 7/04 + 10/05)

  	
  =   Price – January 16,
  2006

  



 


For
April, 2006 Adjustment:


 


	
  Price from

  	
  (4/05 + 7/05 + 10/05 + 1/06)

  	
   

  
	
  previous Period X

  	
  (4/04 + 7/04 + 10/05 + 1/05)

  	
  =  Price – April 16, 2006

  



 


Timber Mart South publications are typically available
before the 15th day following end of the applicable quarterly period.  Price adjustment will be made and become
effective on the later of the 16th calendar day following the end of said
period or the first Monday following said 16th calendar day.


 


	
  1st Quarterly Period

  	
   

  	
  January 16 - April 15

  
	
   

  	
   

  	
   

  
	
  2nd Quarterly Period

  	
   

  	
  April 16 - July 15

  
	
   

  	
   

  	
   

  
	
  3rd Quarterly Period

  	
   

  	
  July 16 – October 15

  
	
   

  	
   

  	
   

  
	
  4th Quarterly Period

  	
   

  	
  October 16 – January 15

  



 





















 


Schedule 1.29


 


General Product Specifications


 


October 10,
2002


 


MEADWESTVACO CORPORATION – WICKLIFFE MILL


 


SPECIFICATIONS FOR ROUNDWOOD
DELIVERIES


 


27.   Wood
Specifications


 


1.     All species except cedar and walnut are acceptable.


 


2.     Wood that is forked, charred or burned, dead or decayed, or that
contains metal is not acceptable.


 


3.     The maximum diameter for wood is 28 inches at the widest point
on the stem.  The minimum top diameter is
3 inches.


 


4.     Wood with crooks or forks must be cut or trimmed so that each
stem would fit in a 28 inch diameter cylinder.


 





 


5.     Trim pieces that have a sharp crook or that are heavily weighted
at one end.  These cause major problems
in the mill conveyor system.


 





















 





 


6.     Wood hauled on tandem trucks or double bunked on tractor
trailers must be a minimum of 12 feet to a maximum of approximately 25 feet in
length.  (Short wood)


 


6a.   Triple bunk trailers shall be loaded so that the crane grapple
shall have access to the center of gravity of each stack of wood on the
trailer.  The front stack will not have
any wood which exceeds 14 feet in length. 
The rear stack may have longer wood, but it should not be indexed to
either end.  This will insure that the
center of gravity will be between the standards of the rear bunk.  Tree length wood must also be loaded so that
the grapple has access to the center of gravity.


 





 


	
  Center of Gravity not

  	
   

  	
  Center of Gravity

  	
   

  
	
  accessible to grapple.

  	
   

  	
  accessible to grapple.

  	
   

  
	
  LOAD NOT ACCEPTABLE

  	
   

  	
  ACCEPTABLE LOAD

  	
   

  



 





















 





 


	
  Center of Gravity

  	
   

  
	
  accessible to grapple.

  	
   

  
	
  ACCEPTABLE LOAD

  	
   

  



 


27.1         Trucks and Trailers


 


7.     There must be a minimum 8 inches of clearance between the bottom
of the load and the truck or trailer frame.


 





 





















 


8.     There must be at least 7 feet between sets of standards for
crane grapple access.


 





 


9.     Standards must be smooth and straight, constructed of metal only,
with no wooden extensions.  Metal
extensions must be securely attached.


 


27.2         Loads of Wood


 


10.   Pine and hardwood cannot be mixed in the same load.


 


11.   Loads of long, trailer length wood must not contain pieces of wood
shorter than approximately 20 feet.  Any
piece shorter than trailer length must be loaded so that the middle of the
piece is over the middle of the trailer. 
The ends of the shorter pieces must extend past the two center standards
of the trailer.


 





















 


12.   Short wood that is double bunked on trailers must have at least 1
foot of distance between racks of wood.


 





 


13.   For short wood, no piece of wood should have more than half its
diameter above the height of the standards, and must be fully held by the
adjoining stems or the standards.


 


 


 





















 


14.   For trailer length wood, at least half the diameter of each stem
must be below the height of at least three standards on the trailer.


 





 


15.   The sides of the load should be fully secured by the standards and
pieces of wood should not stick out from behind the standards.


 


16.   On trailer length loads of longwood, most of the stems should be
butt indexed to the front.  Up to 12
stems may be loaded with the butt toward the rear of the trailer to increase
payloads.  Stems loaded with the butt end
to the rear of the trailer must be long enough that they will not break or fall
out when the truck is unloaded.  They
should also not have swelled butts.


 


Delivering Wood


 


17.   Trucks should follow the designated route for delivering wood (See
the attached diagram).


 


18.   No riders past the scalehouse.


 


19.   Speed limit is 15 miles per hour.


 


20.   Safety glasses with side shields are required to be worn inside
the truck scale gate.


 


21.   Drivers are required to wear hard hats inside the truck scale gate
when not in a vehicle.


 


22.   Load binders should only be removed in the designated area.


 


23.   Pull up to the painted line near the spare grapple and stop.  Proceed into the unloading area when the
crane operator flashes the green light under the infeed deck.  Stop at the painted line along the crane
rail.


 





















 


24.   Drivers must leave the truck before being unloaded and stay in the
designated safe area until the crane grapple is clear of the truck unloading
area.  Under no circumstances should
drivers walk between their truck and the infeed deck to the drum.


 


25.   Drivers should watch as the crane unloads and look for potential
problems.  Use the two-way radio to
assist the crane operator and avoid damage to equipment.


 


26.   When the front-end loader is unloading trucks, follow the
operator’s directions to position the truck. 
Stand away from the truck and the loader, and where you can clearly view
the load of wood and the loader operator. 
As the loader approaches, positions its forks and grabs the load, use
hand signals to help the loader operator. 
Signal the operator to stop if problems develop that could damage
equipment.


 


27.   In the event that there is damage from unloading to a truck or
trailer, make sure that the crane operator or loader operator is aware of the
damage.  Do not leave the mill property
until the pulpmill tour foreman inspects the damage.


 





















 





 





















 


Schedule 3.1.1


FY 2005 Available Wickliffe
Timber Harvests


 


	
  State

  	
   

  	
  Tract

  	
   

  	
  Type Harvest

  	
   

  	
  Acres

  	
   

  
	
  KY

  	
   

  	
  Isl. #3 04 A

  	
   

  	
  Hdwd. Plntn. CCUT

  	
   

  	
  65

  	
   

  
	
  KY

  	
   

  	
  Isl. #3 04 B

  	
   

  	
  Hdwd. Plntn. CCUT

  	
   

  	
  68

  	
   

  
	
  KY

  	
   

  	
  Isl. #3 05 A

  	
   

  	
  Hdwd. Plntn. CCUT

  	
   

  	
  65

  	
   

  
	
  KY

  	
   

  	
  Isl. #3 05 B

  	
   

  	
  Hdwd. Plntn. CCUT

  	
   

  	
  68

  	
   

  
	
  KY

  	
   

  	
  WMA 03 S & G

  	
   

  	
  Hdwd. Plntn. CCUT

  	
   

  	
  24

  	
   

  
	
  KY

  	
   

  	
  WMA 05 A

  	
   

  	
  Hdwd. Plntn. CCUT

  	
   

  	
  76

  	
   

  
	
  KY

  	
   

  	
  WMA 05 B

  	
   

  	
  Hdwd. Plntn. CCUT

  	
   

  	
  74

  	
   

  
	
  KY

  	
   

  	
  Chalk Bluff 05 A

  	
   

  	
  Hdwd. Plntn. CCUT

  	
   

  	
  24

  	
   

  
	
  KY

  	
   

  	
  Chalk Bluff 05 B

  	
   

  	
  Hdwd. Plntn. CCUT

  	
   

  	
  82

  	
   

  
	
  KY

  	
   

  	
  Chalk Bluff 05 C

  	
   

  	
  Hdwd. Marked SEL

  	
   

  	
  82

  	
   

  
	
  KY

  	
   

  	
  Choate 05A

  	
   

  	
  Hdwd. Plntn. CCUT

  	
   

  	
  34

  	
   

  
	
  KY

  	
   

  	
  Choate 05B

  	
   

  	
  Hdwd. Plntn. CCUT

  	
   

  	
  58

  	
   

  
	
  MO

  	
   

  	
  Hunter 05

  	
   

  	
  Hdwd. Plntn. CCUT

  	
   

  	
  125

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MO

  	
   

  	
  Isl. #10 04 A

  	
   

  	
  Hdwd. Plntn. CCUT

  	
   

  	
  104

  	
   

  
	
  MO

  	
   

  	
  Isl. #10 04 B

  	
   

  	
  Hdwd. Plntn. CCUT

  	
   

  	
  85

  	
   

  
	
  MO

  	
   

  	
  Isl. #10 05A

  	
   

  	
  Hdwd. Plntn. CCUT

  	
   

  	
  65

  	
   

  
	
  MO

  	
   

  	
  Isl. #10 05B

  	
   

  	
  Hdwd. Plntn. CCUT

  	
   

  	
  66

  	
   

  
	
  MO

  	
   

  	
  Isl. #10 05C

  	
   

  	
  Hdwd. Plntn. CCUT

  	
   

  	
  31

  	
   

  
	
  MO

  	
   

  	
  Isl. #10 05D

  	
   

  	
  Hdwd. Plntn. CCUT

  	
   

  	
  65

  	
   

  
	
  MO

  	
   

  	
  Isl. #10 05E

  	
   

  	
  Hdwd. Plntn. CCUT

  	
   

  	
  28

  	
   

  
	
  MO

  	
   

  	
  Wolf Isl. 05A

  	
   

  	
  Hdwd. Plntn. CCUT

  	
   

  	
  74

  	
   

  
	
  MO

  	
   

  	
  Wolf Isl. 05B

  	
   

  	
  Hdwd. Plntn. CCUT

  	
   

  	
  74

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KY

  	
   

  	
  Cullom 03 HB

  	
   

  	
  Hdwd. CCUT

  	
   

  	
  34

  	
   

  
	
  KY

  	
   

  	
  Helfrich 04 HA

  	
   

  	
  Hdwd. CCUT/SEL

  	
   

  	
  32

  	
   

  
	
  KY

  	
   

  	
  Helfrich 04 HC

  	
   

  	
  Hdwd. CCUT/SEL

  	
   

  	
  29

  	
   

  
	
  KY

  	
   

  	
  Helfrich 04 HD

  	
   

  	
  Hdwd. SEL

  	
   

  	
  21

  	
   

  
	
  KY

  	
   

  	
  Marion Conn 02 HA

  	
   

  	
  Hdwd. CCUT

  	
   

  	
  44

  	
   

  
	
  KY

  	
   

  	
  Marion Conn 02 HD

  	
   

  	
  Hdwd. CCUT

  	
   

  	
  37

  	
   

  
	
  KY

  	
   

  	
  Adrian 03 A PT

  	
   

  	
  Pine THIN

  	
   

  	
  52

  	
   

  
	
  KY

  	
   

  	
  Cullom 04 B PT

  	
   

  	
  Pine THIN

  	
   

  	
  39

  	
   

  
	
  KY

  	
   

  	
  Trigg 04 PTB

  	
   

  	
  Pine THIN

  	
   

  	
  55

  	
   

  
	
  KY

  	
   

  	
  Cullom 05 A

  	
   

  	
  Pine CCUT

  	
   

  	
  60

  	
   

  
	
  KY

  	
   

  	
  Cullom 05 B

  	
   

  	
  Pine CCUT

  	
   

  	
  40

  	
   

  
	
  KY

  	
   

  	
  Dunn/Hooks

  	
   

  	
  Pine THIN

  	
   

  	
  200

  	
   

  
	
  KY

  	
   

  	
  Dunn/Hooks 05 B

  	
   

  	
  Pine CCUT/THIN

  	
   

  	
  67

  	
   

  
	
  KY

  	
   

  	
  Dismore 05A

  	
   

  	
  Pine THIN

  	
   

  	
  65

  	
   

  
	
  KY

  	
   

  	
  Helfrich 05 A

  	
   

  	
  Pine THIN

  	
   

  	
  177

  	
   

  
	
  KY

  	
   

  	
  Helfrich 05 B

  	
   

  	
  Pine THIN

  	
   

  	
  68

  	
   

  
	
  KY

  	
   

  	
  Marion Conn 05 A

  	
   

  	
  Pine THIN

  	
   

  	
  31

  	
   

  



 





















 


	
  State

  	
   

  	
  Tract

  	
   

  	
  Type Harvest

  	
   

  	
  Acres

  	
   

  
	
  KY

  	
   

  	
  Salem Conn 05 A

  	
   

  	
  Pine THIN

  	
   

  	
  50

  	
   

  
	
  KY

  	
   

  	
  Salem Conn 05 B

  	
   

  	
  Pine THIN

  	
   

  	
  71

  	
   

  
	
  KY

  	
   

  	
  Salem Conn 05 ROW

  	
   

  	
  Pine/Hdwd. CCUT

  	
   

  	
  10

  	
   

  
	
  KY

  	
   

  	
  Trigg West 05 A

  	
   

  	
  Pine THIN

  	
   

  	
  46

  	
   

  
	
  KY

  	
   

  	
  Trigg West 05 B

  	
   

  	
  Pine THIN

  	
   

  	
  45

  	
   

  
	
  KY

  	
   

  	
  Trigg West 05 C

  	
   

  	
  Pine THIN

  	
   

  	
  59

  	
   

  
	
  KY

  	
   

  	
  Trigg West 05 D

  	
   

  	
  Pine THIN

  	
   

  	
  9

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TN

  	
   

  	
  Brigham 05 A

  	
   

  	
  Hdwd. CCUT

  	
   

  	
  48

  	
   

  
	
  TN

  	
   

  	
  Grizzard 03-10

  	
   

  	
  Hdwd. CCUT

  	
   

  	
  38

  	
   

  
	
  TN

  	
   

  	
  Hurricane 05 B

  	
   

  	
  Hdwd. CCUT

  	
   

  	
  31

  	
   

  
	
  TN

  	
   

  	
  Indian Mound 05

  	
   

  	
  Hdwd. CCUT – In progress

  	
   

  	
  88

  	
   

  
	
  TN

  	
   

  	
  Iron Mtn. East 04

  	
   

  	
  Hdwd. CCUT – In progress

  	
   

  	
  95

  	
   

  
	
  TN

  	
   

  	
  Iron Mtn. East 05

  	
   

  	
  Hdwd. CCUT – In progress

  	
   

  	
  94

  	
   

  
	
  TN

  	
   

  	
  Iron Mtn. West 05

  	
   

  	
  Hdwd. CCUT

  	
   

  	
  34

  	
   

  
	
  TN

  	
   

  	
  McKinnon 04 A

  	
   

  	
  Hdwd. CCUT

  	
   

  	
  62

  	
   

  
	
  TN

  	
   

  	
  McKinnon 05 B

  	
   

  	
  Hdwd. CCUT – In progress

  	
   

  	
  70

  	
   

  
	
  TN

  	
   

  	
  McKinnon 05 C

  	
   

  	
  Hdwd. CCUT

  	
   

  	
  85

  	
   

  
	
  TN

  	
   

  	
  North Fork 05

  	
   

  	
  Hdwd. CCUT

  	
   

  	
  72

  	
   

  
	
  TN

  	
   

  	
  Pafford 05

  	
   

  	
  Hdwd. CCUT – In progress

  	
   

  	
  66

  	
   

  
	
  TN

  	
   

  	
  Rough & Ready 03-12

  	
   

  	
  Hdwd. CCUT

  	
   

  	
  74

  	
   

  
	
  TN

  	
   

  	
  Rough & Ready 03-50

  	
   

  	
  Hdwd. CCUT

  	
   

  	
  35

  	
   

  
	
  TN

  	
   

  	
  South Lory 02-62

  	
   

  	
  Hdwd. CCUT

  	
   

  	
  59

  	
   

  
	
  TN

  	
   

  	
  South Lory 04 B

  	
   

  	
  Hdwd. CCUT

  	
   

  	
  55

  	
   

  
	
  TN

  	
   

  	
  South Lory 05

  	
   

  	
  Hdwd. CCUT

  	
   

  	
  45

  	
   

  
	
  TN

  	
   

  	
  Anglin 05 SEL

  	
   

  	
  Hdwd. Marked SEL

  	
   

  	
  38

  	
   

  
	
  TN

  	
   

  	
  Grizzard 05 SEL

  	
   

  	
  Hdwd. Marked SEL

  	
   

  	
  137

  	
   

  
	
  TN

  	
   

  	
  Hurricane 05 SEL

  	
   

  	
  Hdwd. Marked SEL

  	
   

  	
  248

  	
   

  
	
  TN

  	
   

  	
  Iron Mtn. East 05 A SEL

  	
   

  	
  Hdwd. Marked SEL

  	
   

  	
  42

  	
   

  
	
  TN

  	
   

  	
  Iron Mtn. East 05 B SEL

  	
   

  	
  Hdwd. Marked SEL

  	
   

  	
  51

  	
   

  
	
  TN

  	
   

  	
  Iron Mtn. West 04 SEL

  	
   

  	
  Hdwd. Marked SEL

  	
   

  	
  166

  	
   

  
	
  TN

  	
   

  	
  McKinnon 05 SEL

  	
   

  	
  Hdwd. Marked SEL

  	
   

  	
  187

  	
   

  
	
  TN

  	
   

  	
  Pafford 05 SEL

  	
   

  	
  Hdwd. Marked SEL

  	
   

  	
  86

  	
   

  
	
  TN

  	
   

  	
  South Lory 05 SEL

  	
   

  	
  Hdwd. Marked SEL

  	
   

  	
  187

  	
   

  
	
  TN

  	
   

  	
  Standing Rock 04 SEL LWF

  	
   

  	
  Hdwd. Marked SEL – In prog. 

  	
   

  	
  75

  	
   

  
	
  TN

  	
   

  	
  Standing Rock 05 SEL

  	
   

  	
  Hdwd. Marked SEL

  	
   

  	
  37

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TN

  	
   

  	
  Iron Mtn. East 02 Thin

  	
   

  	
  Pine THIN – In progress

  	
   

  	
  50

  	
   

  
	
  TN

  	
   

  	
  South Lory 04

  	
   

  	
  Pine THIN

  	
   

  	
  151

  	
   

  
	
  TN

  	
   

  	
  Standing Rock 04

  	
   

  	
  Pine THIN

  	
   

  	
  128

  	
   

  
	
  TN

  	
   

  	
  Eighteen 05 A

  	
   

  	
  Pine THIN

  	
   

  	
  94

  	
   

  
	
  TN

  	
   

  	
  Hurricane 05 A

  	
   

  	
  Pine THIN

  	
   

  	
  136

  	
   

  
	
  TN

  	
   

  	
  Indian Mound 05 A

  	
   

  	
  Pine THIN

  	
   

  	
  40

  	
   

  



 





















 


	
  State

  	
   

  	
  Tract

  	
   

  	
  Type Harvest

  	
   

  	
  Acres

  	
   

  
	
  TN

  	
   

  	
  Indian Mound 05 B

  	
   

  	
  Pine THIN

  	
   

  	
  80

  	
   

  
	
  TN

  	
   

  	
  Iron Mtn. East 05 A

  	
   

  	
  Pine THIN

  	
   

  	
  13

  	
   

  
	
  TN

  	
   

  	
  Iron Mtn. West 05 A

  	
   

  	
  Pine THIN

  	
   

  	
  57

  	
   

  
	
  TN

  	
   

  	
  McKinnon 05 A

  	
   

  	
  Pine THIN

  	
   

  	
  96

  	
   

  
	
  TN

  	
   

  	
  McKinnon 05 B

  	
   

  	
  Pine THIN

  	
   

  	
  90

  	
   

  
	
  TN

  	
   

  	
  North Fork 05 A

  	
   

  	
  Pine THIN

  	
   

  	
  67

  	
   

  
	
  TN

  	
   

  	
  Rough & Ready 05 A

  	
   

  	
  Pine THIN

  	
   

  	
  81

  	
   

  
	
  TN

  	
   

  	
  Rough & Ready 05 B

  	
   

  	
  Pine THIN

  	
   

  	
  50

  	
   

  
	
  TN

  	
   

  	
  Rough & Ready 05 C

  	
   

  	
  Pine THIN

  	
   

  	
  74

  	
   

  
	
  TN

  	
   

  	
  South Fork 05 A

  	
   

  	
  Pine THIN

  	
   

  	
  59

  	
   

  



 





















 


Schedule 26


 


 


Description of WWMA Tract


 


 





















 


 


 


SCHEDULE 11.1


 


DESCRIPTION OF


WICKLIFFE WILDLIFE MANAGEMENT AREA


 


	
  STATE

  	
   

  	
  TRACT NAME

  	
   

  	
  TRACT ACRES

  	
   

  
	
  KY

  	
   

  	
  Armstrong Cork

  	
   

  	
  671

  	
   

  
	
  KY

  	
   

  	
  Byassee, M.

  	
   

  	
  509

  	
   

  
	
  KY

  	
   

  	
  Conn, Terry

  	
   

  	
  485

  	
   

  
	
  KY

  	
   

  	
  Jackson, Alice (1)

  	
   

  	
  174

  	
   

  
	
  KY

  	
   

  	
  Hogancamp

  	
   

  	
  46

  	
   

  
	
  KY

  	
   

  	
  Holmes, James

  	
   

  	
  107

  	
   

  
	
  KY

  	
   

  	
  Jackson, Alice (2)

  	
   

  	
  168

  	
   

  
	
  KY

  	
   

  	
  Milner, Judith

  	
   

  	
  391

  	
   

  
	
  KY

  	
   

  	
  Morgan, M.

  	
   

  	
  182

  	
   

  
	
  KY

  	
   

  	
  Morrison

  	
   

  	
  5

  	
   

  
	
  KY

  	
   

  	
  Rogers, Anna

  	
   

  	
  70

  	
   

  
	
  KY

  	
   

  	
  Rolwing, Judith

  	
   

  	
  100

  	
   

  
	
  KY

  	
   

  	
  Rothchild, R.

  	
   

  	
  101

  	
   

  
	
  KY

  	
   

  	
  Shadoan, W.L.

  	
   

  	
  1,035

  	
   

  
	
  KY

  	
   

  	
  Shields, Bobby

  	
   

  	
  74

  	
   

  
	
  KY

  	
   

  	
  Wilson, Bobby

  	
   

  	
  34

  	
   

  
	
   

  	
   

  	
  Total Acres

  	
   

  	
  4,152